EVANS WITHYCOMBE RESIDENTIAL INC, S-3/A, 1997-03-11

EVANS WITHYCOMBE RESIDENTIAL INC
S-3/A, 1997-03-11
REAL ESTATE INVESTMENT TRUSTS

Previous: WITTER DEAN SPECTRUM BALANCED LP, 424B3, 1997-03-11

Next: EVANS WITHYCOMBE RESIDENTIAL INC, 10-K/A, 1997-03-11

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1997

REGISTRATION NO. 333-19879

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

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

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

EVANS WITHYCOMBE RESIDENTIAL, INC.
(Exact name of guarantor of the Debt Securities and issuer of common stock,
preferred stock and warrants as specified in its charter)

MARYLAND 86-0766008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

EVANS WITHYCOMBE RESIDENTIAL, L.P.
(Exact name of issuer of the Debt Securities as specified in its charter)

DELAWARE 86-0766007
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

6991 East Camelback Road, Suite A-200, Scottsdale, Arizona 85251, (602) 840-1040
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

STEPHEN O. EVANS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
EVANS WITHYCOMBE RESIDENTIAL, INC.
6991 EAST CAMELBACK ROAD, SUITE A-200
SCOTTSDALE, ARIZONA 85251
(602) 840-1040
(Name, address, including zip code and telephone number, including area code, of
agent for service)

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

COPY TO:
KENNETH M. DORAN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES TO
REGISTRATION STATEMENT NO. 33-96756 PREVIOUSLY FILED BY THE COMPANY ON FORM S-3
AND DECLARED EFFECTIVE ON DECEMBER 8, 1995.

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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(1)(2)(3) REGISTRATION FEE
<S> <C> <C> <C> <C>
EVANS WITHYCOMBE RESIDENTIAL, INC.(4) $125,000,000 $125,000,000 $98,485(6)
Common Stock, $.01 par value(5) N/A
Preferred Stock, $.01 par value(7)
Warrants(8)
Guarantees of Debt Securities of Evans
Withycombe Residential, L.P.
EVANS WITHYCOMBE RESIDENTIAL, L.P. $200,000,000 $200,000,000
Debt Securities(9) Total:
$325,000,000
</TABLE>

(1) In no event will the aggregate maximum offering price of all securities
registered under this Registration Statement exceed $325,000,000, of which
the aggregate maximum offering price of Common Stock, Preferred Stock and
Warrants registered under this Registration Statement will not exceed
$125,000,000, and the aggregate maximum offering price of Debt Securities
registered under this Registration Statement will not exceed $200,000,000.
Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.

(2) The proposed maximum offering price per unit has been omitted pursuant to
Rule 457(o) and will be determined, from time to time, by the Registrants in
connection with the issuance by the Registrants of the securities registered
hereunder.

(3) Estimated solely for purposes of computing the registration fee. No separate
consideration will be received for securities as may from time to time be
issued upon conversion or exchange of the securities registered hereunder.

(4) Pursuant to Rule 429(b), $125,000,000 principal amount of Common Stock and
Preferred Stock and the Warrants being registered by Evans Withycombe
Residential, Inc. (the "Company") are being carried forward from the
Registration Statement on Form S-3 (Registration No. 33-96756).

(5) Subject to footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time to
time, by the Company. There is also being registered hereunder an
indeterminate number of shares of Common Stock that may be issued upon
conversion of Preferred Stock registered hereunder or upon exercise of the
Warrants registered hereunder.

(6) Pursuant to Rule 429(b), includes $37,879 of the $68,966 which was
previously paid in connection with the filing of the Registration Statement
on Form S-3 (Registration No. 33-96756). The remaining filing fee with
respect to the Registration Statement of $60,606 was previously paid by the
Registrants upon filing this Registration Statement.

(7) Subject to footnote (1), there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from time
to time, by the Company, or may be issued upon exercise of the Warrants
registered hereunder.

(8) Subject to footnote (1), there is being registered hereunder an
indeterminate number of Warrants representing rights to purchase Preferred
Stock or Common Stock as may be sold, from time to time, by the Company.

(9) Subject to footnote (1), there is being registered hereunder an
indeterminate number of Debt Securities as may be sold from time to time by
Evans Withycombe Residential, L.P. (the "Operating Partnership"). Of the
securities registered hereunder, the Operating Partnership will only issue
and sell non-convertible debt securities.
<PAGE>
EXPLANATORY NOTE

This Registration Statement relates to securities which may be offered from
time to time by Evans Withycombe Residential, Inc. (the "Company") and Evans
Withycombe Residential, L.P., a majority-owned limited partnership subsidiary of
the Company (the "Operating Partnership"). This Registration Statement contains
a form of basic prospectus (the "Basic Prospectus") relating to both the Company
and the Operating Partnership which will be used in connection with an offering
of securities by the Company and/or the Operating Partnership. The specific
terms of the securities to be offered will be set forth in a Prospectus
Supplement relating to such securities.

<PAGE>
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.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH , 1997

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH , 1997)

[LOGO]
EVANS WITHYCOMBE RESIDENTIAL, L.P.
$75,000,000 % NOTES DUE 2004
$50,000,000 % NOTES DUE 2007
------------------

The % Notes due 2004 (the "2004 Notes") and the % Notes due 2007 (the
"2007 Notes" and, together with the 2004 Notes, the "Notes"), offered hereby
(the "Offering") are being issued by Evans Withycombe Residential, L.P., a
Delaware limited partnership (the "Operating Partnership"), in aggregate
principal amounts of $75,000,000 and $50,000,000, respectively. The Notes will
mature on April 15, 2004 and April 15, 2007, respectively, and are redeemable at
any time at the option of the Operating Partnership, in whole or in part, at a
redemption price equal to the sum of (i) the principal amount of the Notes being
redeemed plus accrued interest to the redemption date and (ii) the Make-Whole
Amount (as defined in "Description of the Notes--Optional Redemption"), if any.
The Notes are not subject to any mandatory sinking fund. Interest on the Notes
is payable semi-annually in arrears on each of April 15 and October 15,
commencing October 15, 1997.

Each series of Notes will be represented by a single fully-registered global
note in book-entry form, without coupons (each a "Global Note"), registered in
the name of the nominee of the Depository Trust Company ("DTC"). Beneficial
interests in the Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by DTC (with respect to beneficial
interests of participants) or by participants or persons that hold interests
through participants (with respect to beneficial interests of beneficial
owners). Owners of beneficial interests in the Global Notes will be entitled to
physical delivery of Notes in definitive form equal in principal amount to their
respective beneficial interest only under the limited circumstances described
under "Description of Notes--Book-Entry System." Settlement for the Notes will
be made in immediately available funds. The Notes will trade in DTC's Same-Day
Funds Settlement System until maturity or until the Notes are issued in
definitive form, and secondary market trading activity in the Notes will
therefore settle in immediately available funds. All payments of principal and
interest in respect of the Notes will be made by the Operating Partnership in
immediately available funds. See "Description of the Notes--Same-Day Settlement
and Payment."

Following the application of the net proceeds of the Offering, the Notes
will be effectively subordinated to $259.3 million of secured indebtedness. See
"Description of the Notes--General."

SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS RELATING TO AN INVESTMENT IN THE NOTES.
------------------------

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.

<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING OPERATING
PUBLIC (1) DISCOUNT (2) PARTNERSHIP (1)(3)
<S> <C> <C> <C>
Per 2004 Note................. 100% % %
Total......................... $ $ $
Per 2007 Note................. 100% % %
Total......................... $ $ $
</TABLE>

(1) Plus accrued interest, if any, from March , 1997.

(2) The Operating Partnership has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."

(3) Before deducting estimated expenses of $500,000 payable by the Operating
Partnership.
--------------------------

The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by them, 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 Global Note will be made in New York, New York on or about
, 1997 against payment therefor in immediately available funds.
--------------------------

MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
---------------

The date of this Prospectus Supplement is , 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF NOTES TO COVER SYNDICATE
SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THOSE
ACTIVITIES, SEE "UNDERWRITING."

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

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Supplement Summary.............................................................................. S-3
Business and Properties.................................................................................... S-7
Recent Developments........................................................................................ S-14
Use of Proceeds............................................................................................ S-15
Capitalization............................................................................................. S-16
Selected Financial Information............................................................................. S-18
Description of the Notes................................................................................... S-22
Underwriting............................................................................................... S-29
Legal Matters.............................................................................................. S-30

PROSPECTUS

Available Information...................................................................................... 2
Incorporation of Certain Documents by Reference............................................................ 3
Risk Factors............................................................................................... 3
The Company and the Operating Partnership.................................................................. 6
Use of Proceeds............................................................................................ 6
Consolidated Ratios of Earnings to Fixed Charges........................................................... 7
Description of Debt Securities............................................................................. 7
Description of the Capital Stock........................................................................... 19
Certain Provisions of Maryland Law and of the Company's Charter and Bylaws................................. 23
Description of Warrants.................................................................................... 26
Federal Income Tax Considerations.......................................................................... 27
Plan of Distribution....................................................................................... 28
Experts.................................................................................................... 29
Legal Matters.............................................................................................. 30
</TABLE>

S-2
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. CAPITALIZED TERMS
USED IN THIS PROSPECTUS SUPPLEMENT SUMMARY HAVE THE MEANINGS SET FORTH ELSEWHERE
IN THE PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. UNLESS OTHERWISE
INDICATED OR AS THE CONTEXT OTHERWISE REQUIRES, (A) REFERENCES TO THE "COMPANY"
INCLUDE EVANS WITHYCOMBE RESIDENTIAL, INC., ITS PREDECESSOR, EVANS WITHYCOMBE,
INC., AND ITS AFFILIATES, PREDECESSORS AND PARTNERS (COLLECTIVELY, "EVANS
WITHYCOMBE"), EVANS WITHYCOMBE RESIDENTIAL, L.P. (THE "OPERATING PARTNERSHIP"),
EVANS WITHYCOMBE FINANCE PARTNERSHIP, L.P. (THE "FINANCING PARTNERSHIP") AND
EVANS WITHYCOMBE MANAGEMENT, INC. (THE "MANAGEMENT COMPANY") AND (B) REFERENCES
TO THE OPERATING PARTNERSHIP INCLUDE THE FINANCING PARTNERSHIP.

THE OPERATING PARTNERSHIP

Evans Withycombe Residential, L.P. (the "Operating Partnership") is one of
the largest developers and managers of upscale apartment communities in Arizona
and has expanded its operations into selected sub-markets in Southern
California. The Operating Partnership's property portfolio consists of
stabilized properties and properties under construction and in lease-up. The
Operating Partnership owns and manages 44 stabilized multifamily apartment
communities located in Arizona and six stabilized multifamily communities in
Southern California, containing a total of 14,187 apartments, of which 12,125
are in Arizona and 2,062 are in Southern California. The 50 stabilized
communities in Arizona and California are referred to herein as the "Stabilized
Communities." See "Business and Properties--Communities." The Operating
Partnership is also in the process of developing or expanding five apartment
communities in Arizona with a total of 1,198 apartments (the "Communities Under
Construction" and, together with the Stabilized Communities, the "Communities").
The Operating Partnership considers a property stabilized when it reaches the
average occupancy level of multifamily apartment communities in its respective
sub-market. The Operating Partnership has also entered into an agreement to
purchase an additional apartment community in Southern California with 336
apartment units for a purchase price of $23.0 million, including the assumption
of certain debt. The Operating Partnership also owns sites intended for the
development of three additional multifamily apartment communities, and a site
intended for the expansion of one of the Communities Under Construction, all of
which are in Phoenix.

Evans Withycombe Residential, Inc. (the "Company"), operates as a
self-administered and self-managed real estate investment trust (a "REIT"). All
of the Communities and other assets of the Company are held by, and all of the
Company's operations are conducted through, the Operating Partnership (either
directly or through subsidiaries). The Company is the sole general partner and
also a limited partner of the Operating Partnership and owns an approximately
79.7% interest therein. To maintain the Company's qualification as a REIT while
realizing income from its fee management and related service business, the
Company's management operations are conducted through Evans Withycombe
Management, Inc. (the "Management Company") pursuant to the terms of management
agreements with the Operating Partnership and the Financing Partnership.

The Operating Partnership's principal executive office is located at 6991
East Camelback Road, Suite A-200, Scottsdale, Arizona 85251, and its telephone
number is (602) 840-1040.

S-3
<PAGE>
THE STABILIZED COMMUNITIES

The Stabilized Communities consist of 50 stabilized multifamily apartment
communities located in the following metropolitan areas:

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
METROPOLITAN AREA COMMUNITIES APARTMENTS TOTAL(1)
- ------------------------------------------------------- ----------------- ----------- -----------
<S> <C> <C> <C>
Phoenix, Arizona....................................... 37 9,864 69.5%
Tucson, Arizona........................................ 7 2,261 15.9%
Southern California.................................... 6 2,062 14.6%
--
----------- -----
50 14,187 100.0%
--
--
----------- -----
----------- -----
</TABLE>

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

(1) The Operating Partnership has entered into agreements to sell three
Communities in Arizona with a total of 863 units and to purchase one
property in California with 336 units (see "Recent Developments--Other
Recent Developments--Dispositions" and "--Expansion into Riverside/San
Bernardino and San Diego"). In the event that the three dispositions and the
acquisition are consummated, the total number of apartments would be 13,660
and the number of Communities, number of units and percent of total in each
market would be as follows: Phoenix--34 Communities, 9001 Units, 65.9%;
Tucson--7 Communities, 2,261 Units, 16.6%; Southern California--7
Communities, 2,398 Units, 17.6%.

All of the Stabilized Communities are owned and operated by the Operating
Partnership and have an average size of 284 units. The average size of the
apartments in the Communities is 902 square feet. The Operating Partnership's
goal is for each community to reflect the Operating Partnership's brand image as
a market leader in its property type and geographical sub-market. Each Community
is individually designed to suit the specific site characteristics and
anticipated needs and desires of the residents. The Communities have been
designed and constructed in an attempt to integrate the natural surroundings and
architectural character of the neighborhood. The Communities are extensively
landscaped to create inviting open spaces and to complement the building
architecture. The objectives of the site layout and building design are to
provide residents with premium views, convenient parking, easy access to
amenities and a comfortable living environment.

S-4
<PAGE>
THE OFFERING

All capitalized terms used herein and not defined herein shall have the
meanings provided in "Description of the Notes." For a more complete description
of the terms of the Notes specified in the following summary, see "Description
of the Notes."

<TABLE>
<S> <C>
SECURITIES OFFERED................ $75,000,000 aggregate principal amount of % Notes due
2004 and $50,000,000 aggregate principal amount of %
Notes due 2007.

MATURITY.......................... The 2004 Notes will mature on April 15, 2004 and the
2007 Notes will mature on April 15, 2007.

INTEREST PAYMENT DATES............ Semi-annually in arrears on each of April 15 and October
15, commencing October 15, 1997.

RANKING........................... The Notes will rank PARI PASSU with each other and with
all the Operating Partnership's other unsecured and
unsubordinated indebtedness, but will be effectively
subordinated to $259.3 million of indebtedness that is
secured by mortgages on 32 of the Operating
Partnership's Communities. See "Capitalization."

USE OF PROCEEDS................... The net proceeds to the Operating Partnership from this
Offering will be used to repay indebtedness outstanding
under the Operating Partnership's $225 million unsecured
revolving credit facility ("Revolving Credit Facility").
At February 28, 1997, there was approximately $155
million outstanding on the Revolving Credit Facility
with an effective interest rate of 6.94%.

LIMITATIONS ON INCURRENCE OF TOTAL
DEBT............................ The Operating Partnership and its Subsidiaries (as
defined) will not incur any Debt (as defined) (other
than Intercompany Debt (as defined)) if, after giving
effect thereto, the aggregate principal amount of all
outstanding Debt is greater than 60% of Total Assets (as
defined).

LIMITATIONS ON INCURRENCE OF
SECURED DEBT.................... In addition to the foregoing limitation on the
incurrence of Debt, the Operating Partnership and its
Subsidiaries will not incur any Secured Debt (as
defined) if, after giving effect thereto, the aggregate
principal amount of all outstanding Secured Debt is
greater than 40% of Total Assets (as defined).

DEBT SERVICE COVERAGE............. In addition to the foregoing limitation on the
incurrence of Debt, the Operating Partnership and its
Subsidiaries will not incur any Debt, other than
Intercompany Debt, if the ratio of Consolidated Income
Available for Debt Service (as defined) to the Annual
Debt Service Charge (as defined) for the four
consecutive fiscal quarters most recently ended prior to
the date of the incurrence of such additional Debt, is
less than 1.5 to 1, on a pro forma basis after giving
effect to the incurrence of such Debt and to the
application of the proceeds therefrom, as calculated
based on certain assumptions described below under
</TABLE>

S-5
<PAGE>

<TABLE>
<S> <C>
"Description of the Notes--Additional Covenants of the
Operating Partnership--Debt Service Coverage."

MAINTENANCE OF TOTAL UNENCUMBERED
ASSETS.......................... The Operating Partnership shall maintain at all times
Total Unencumbered Assets (as defined) of not less than
150% of the aggregate outstanding principal amount of
the Unsecured Debt (as defined).

OPTIONAL REDEMPTION............... The Notes are redeemable at any time at the option of
the Operating Partnership, in whole or in part, at a
redemption price equal to the sum of (i) the principal
amount of the Notes being redeemed plus accrued interest
to the redemption date and (ii) the Make-Whole Amount
(as defined), if any. See "Description of the
Notes--Optional Redemption."
</TABLE>

S-6
<PAGE>
BUSINESS AND PROPERTIES

OVERVIEW

The Operating Partnership is managed by its general partner, the Company, a
self-administered and self-managed equity REIT that was founded in 1977 (Evans
Withycombe's initial public offering (the "IPO") was in August 1994; its
predecessor entities were founded in 1977). Since its inception, the Company has
focused on the development, acquisition, management and ownership of upscale
multifamily apartment communities in Phoenix and Tucson, Arizona. During the
last two years, the Operating Partnership has expanded its focus to include
selected sub-markets in Southern California. Since 1977, the Company, through
the Operating Partnership and its predecessor entities, has developed 47
properties consisting of 10,663 apartments and acquired 36 properties consisting
of an additional 9,662 apartments, some of which were selectively sold over the
past several years.

The Operating Partnership's current portfolio consists of the following
Stabilized Communities and Communities Under Construction and in Lease Up at
February 28, 1997:

- STABILIZED COMMUNITIES. The Operating Partnership owns and manages 44
Stabilized Communities located in the Phoenix and Tucson metropolitan
areas, containing a total of 12,125 apartments. In addition, the Company
owns and manages six Stabilized Communities in the Southern California
submarkets of San Bernardino/Riverside and San Diego, which contain a
total of 2,062 apartments.

- COMMUNITIES UNDER CONSTRUCTION AND IN LEASE UP. The Operating Partnership
owns five apartment Communities Under Construction in Arizona with a total
of 1,198 apartments. Four of these communities are new developments and
one is an expansion of an existing Community owned by the Operating
Partnership.

BUSINESS STRATEGIES

The Operating Partnership's business strategy is to improve cash flow from
Stabilized Communities through intensive management focusing on maintaining
resident satisfaction and retention, increasing rents, maintaining high
community occupancy levels and controlling operating expenses. The Operating
Partnership's strategy is also to develop and acquire multifamily properties
which will provide both favorable initial returns and long-term growth
prospects.

- - MANAGEMENT OF EXISTING PROPERTIES. The Operating Partnership believes that
favorable supply and demand conditions will result in improving cash flow from
existing properties in Phoenix, Tucson and Southern California and through the
Operating Partnership's property management programs. The property management
team for each apartment community includes on-site management and maintenance
personnel. The property management teams perform leasing and rent collection
functions and coordinate resident services. All personnel are extensively
trained and are encouraged to continue their education through both Operating
Partnership-sponsored and outside training. Property management personnel
utilize state-of-the-art on-site computer management systems to assist in the
timely leasing of vacant apartments, collection of rents, maintenance
management and delivery of services to the apartment residents.

- - CUSTOMER SERVICE FOCUS. The focus of the Operating Partnership's on-site
management program is on providing prompt, courteous and responsive service to
its residents. The Operating Partnership believes that a strong resident
retention program emphasizing customer service reduces the Operating
Partnership's turnover rate and encourages residents to refer new customers.
The Operating Partnership solicits resident feedback and responds to
maintenance requests on a same day basis and provides 24-hour-a-day emergency
maintenance services.

- - PREVENTIVE MAINTENANCE PROGRAMS. The Operating Partnership conducts periodic
capital and preventive maintenance programs at each Community. In addition,
periodic preventive maintenance checks are

S-7
<PAGE>
made in each apartment pursuant to which appliances, heating and cooling
systems and apartment interiors are inspected and serviced as necessary. The
Operating Partnership believes that these programs lower operating costs over
the life of the Communities, increase the long-term value and maintain the
upscale market position of the Communities.

- - DEVELOPMENT STRATEGY. The Operating Partnership seeks to develop properties in
markets where it discerns a strong demand and where it anticipates attractive
rates of return. The Operating Partnership develops its Communities in markets
where resident profiles justify the development of high quality apartments
offering extensive resident amenities and services. In evaluating whether to
develop an apartment community in a particular location, the Operating
Partnership analyzes relevant demographic, economic and financial data.
Specifically, the Operating Partnership considers the following factors, among
others, in determining the viability of a potential new apartment community:
(i) income levels and employment growth trends in the relevant market, (ii)
uniqueness of location, (iii) household growth and net migration of the
relevant market's population, (iv) supply/demand ratio, competitive housing
alternatives, sub-market occupancy and rent levels and (v) barriers to entry
which would limit competition. The development risk is minimized by having
fixed price construction contracts in place before starting construction;
acquiring land only after entitlements are in place; maintaining adequate
contingency reserves; and underwriting new projects at current market rents.
The Operating Partnership currently intends to develop apartment communities
in select sub-markets in Phoenix and intends to develop communities in its
California sub-markets when economic conditions warrant. See "--Communities
Under Construction."

- - ACQUISITION STRATEGY. The Operating Partnership believes that it is well
positioned to take advantage of market timing opportunities in certain
Southern California markets, including San Diego and Riverside/ San
Bernardino, which will permit it to acquire existing apartment properties at
favorable prices. The Operating Partnership focuses on properties with below
market occupancies and rents, so that it can benefit both from property
repositioning and market improvements. The target acquisition properties will
often be under-managed, but fundamentally sound properties. Improvements to
landscaping, recreational amenities, and apartment interiors, coupled with
more effective management and marketing may result in significant revenue
increases over revenue levels at the time of acquisition. Such repositioning
may require substantial expenditures for capital improvements, refurbishments
and marketing.

The Operating Partnership believes that the Company's status as a publicly
traded REIT will enhance its ability to acquire properties or development
sites by providing property sellers a means to defer federal income taxes on
gains through the issuance of units of partnership interest in the Operating
Partnership ("Units") as consideration for the acquisition. Units were
utilized in the acquisition of Acacia Creek during the first quarter of 1995
and The Ashton during the fourth quarter of 1995. In addition, the Operating
Partnership's and the Company's access to the capital market allows for
additional financing flexibility for acquisitions.

- - DISPOSITION STRATEGY. The Operating Partnership may, from time to time, elect
to sell certain of its properties or exchange such properties for other
properties in a tax-free exchange when it believes that such resources could
be better allocated elsewhere.

- - THIRD PARTY FEE MANAGEMENT BUSINESS. The Operating Partnership succeeded to
the third party property management activities of its predecessor. Although it
contributes a small part of the Operating Partnership's revenues, the
Management Company continues to manage multifamily properties owned by third
parties. The fee management business is highly competitive and fragmented. The
Operating Partnership's competitors include a variety of local, regional and
national firms with no one firm controlling a significant market share in the
Operating Partnership's markets. The Operating Partnership will take advantage
of its reputation and experience as a property manager and accept property
management assignments that it expects to be profitable and which complement
the Operating Partnership's property portfolio.

S-8
<PAGE>
Effective March 1, 1997, the Operating Partnership entered into an agreement
to manage four apartment communities located in Phoenix, Arizona containing
approximately 570 units increasing the third party fee managed portfolio to nine
apartment communities containing approximately 1,800 units.

The Operating Partnership's business strategies stated above include
estimates and forward-looking statements and prospects regarding, among other
things, the stability of occupancy and rent levels in the Operating
Partnership's markets and its ability to acquire existing apartment communities
at favorable prices. This forward-looking information involves risks and
uncertainties that could significantly impact the Operating Partnership's
ability to successfully implement these strategies. Among the factors that could
cause actual results to differ materially from the forward-looking statements
above are: the timing of the Operating Partnership's acquisitions and planned
development of new, and expansion of existing, communities; the actual costs
associated with such acquisitions and developments; the demand for apartments in
its markets; the strength of the local economies; and the Operating
Partnership's ability to successfully expand its operations into selected
submarkets of Southern California, markets in which it did not have any
operating experience prior to 1995. See "Risk Factors" in the accompanying
Prospectus.

COMMUNITIES

The Operating Partnership's goal is for each Community to be a market leader
in its property type and geographical sub-market. Each Community is individually
designed to suit the specific site characteristics and anticipated needs and
desires of the residents. The Communities have been designed and constructed in
an attempt to integrate them with the natural surroundings and architectural
character of the neighborhood. The Communities are landscaped to create an
inviting atmosphere starting with the first approach to the properties.
Landscaping is designed to complement the building architecture, and provide
residents with attractive open spaces. The objectives of the site layout and
building design are to provide residents with premium views, convenient parking,
easy access to amenities and a comfortable living environment. After completion
of the Communities Under Construction, the average age of the Communities will
be seven years.

STABILIZED COMMUNITIES

The following sets forth certain information regarding the current
Stabilized Communities. All of the Communities are owned 100% in fee by the
Operating Partnership. For a description of liens on certain of the Communities
listed below, see "Schedule III--Real Estate Investments and Accumulated
Depreciation" on page F-19 of the Form 10/A incorporated by reference into the
accompanying Prospectus.

<TABLE>
<CAPTION>
AVERAGE AVERAGE
UNIT PHYSICAL PHYSICAL
SIZE OCCUPANCY OCCUPANCY AS
NUMBER OF DEVELOPED/ YEAR DEVELOPED (SQUARE DURING OF DECEMBER
STABILIZED COMMUNITIES CITY APARTMENTS ACQUIRED OR ACQUIRED FEET) 1996(1) 31, 1996(1)
- ------------------------------ ------------ ---------- ----------- -------------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
PHOENIX:
Acacia Creek.................. Scottsdale 508 Acquired 1995 910 97% 98%
Bayside at the Islands........ Gilbert 272 Developed 1988 870 93% 94%
Country Brook (2)............. Chandler 396 Acq/Dev 1991/1993/1996 961 93% 92%
Deer Creek Village............ Phoenix 308 Acquired 1991 819 97% 92%
Gateway Villas................ Phoenix 180 Developed 1995 998 96% 97%
Greenwood Village............. Tempe 270 Acquired 1993 884 96% 93%
Heritage Point................ Mesa 148 Acquired 1994 773 95% 91%
La Mariposa................... Mesa 222 Acquired 1990 928 95% 93%
La Valencia................... Mesa 361 Acquired 1990 950 92% 87%
Ladera........................ Phoenix 248 Developed 1996 1,012 95% 98%
Little Cottonwoods............ Tempe 379 Acq/Acq/Dev 1989/89/90 1,023 91% 85%
Los Arboles (3)............... Chandler 232 Developed 1985 851 95% 92%
Mirador....................... Phoenix 316 Developed 1996 987 85% 94%
</TABLE>

S-9
<PAGE>
<TABLE>
<CAPTION>
AVERAGE AVERAGE
UNIT PHYSICAL PHYSICAL
SIZE OCCUPANCY OCCUPANCY AS
NUMBER OF DEVELOPED/ YEAR DEVELOPED (SQUARE DURING OF DECEMBER
STABILIZED COMMUNITIES CITY APARTMENTS ACQUIRED OR ACQUIRED FEET) 1996(1) 31, 1996(1)
- ------------------------------ ------------ ---------- ----------- -------------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Miramonte..................... Scottsdale 151 Developed 1983 782 98% 99%
Morningside................... Scottsdale 160 Acquired 1992 1,019 95% 99%
Mountain Park Ranch........... Phoenix 240 Developed 1995 961 93% 93%
Park Meadow (2)............... Gilbert 224 Acq/Dev 1992/1996 880 96% 93%
Preserve at Squaw Peak........ Phoenix 108 Acquired 1991 952 96% 90%
Promontory Pointe (5)......... Phoenix 424 Acq/Dev 1988/1997 986 91% 83%
Rancho Murietta............... Tempe 292 Acquired 1995 866 97% 87%
Scottsdale Courtyards......... Scottsdale 274 Developed 1993 1,044 97% 100%
Scottsdale Meadows............ Scottsdale 168 Developed 1984 888 95% 99%
Shadow Brook.................. Phoenix 224 Acquired 1993 1,010 97% 98%
Shores at Andersen Springs.... Chandler 299 Developed 1989/1993 889 97% 97%
Silver Creek.................. Phoenix 174 Acquired 1991 775 98% 97%
Sonoran....................... Phoenix 429 Developed 1995 965 93% 89%
Sun Creek..................... Glendale 175 Acquired 1993 762 98% 98%
Superstition Vista............ Mesa 316 Acquired 1995 950 97% 96%
The Enclave................... Tempe 204 Developed 1995 952 97% 100%
The Heritage.................. Phoenix 204 Developed 1995 973 93% 92%
The Ingleside................. Phoenix 120 Developed 1995 987 96% 94%
The Meadows................... Mesa 306 Acquired 1987 809 94% 92%
The Palms..................... Phoenix 132 Developed 1990 1,026 93% 96%
The Pines..................... Mesa 194 Acquired 1992 887 96% 94%
Towne Square (2).............. Chandler 584 Acq/Dev 1992/1995/1996 960 92% 90%
Villa Encanto................. Phoenix 382 Developed 1983 810 99% 99%
Village at Lakewood........... Phoenix 240 Developed 1988 857 94% 98%
----------
Total Phoenix............... 9,864
----------

TUCSON:
Harrison Park (4)............. Tucson 172 Acquired 1991/1996 809 87% 85%
La Reserve.................... Oro Valley 240 Developed 1988 900 91% 92%
Orange Grove Village (2)...... Tucson 400 Acs/Dev 1991/1996 714 93% 87%
Suntree Village............... Oro Valley 424 Acquired 1992 831 91% 93%
The Arboretum................. Tucson 496 Acq/Dev 1992/1995 886 93% 89%
The Legends................... Tucson 312 Developed 1995 1,041 94% 94%
Village at Tanque Verde....... Tucson 217 Acq/Dev 1990/1995 694 90% 83%
----------
Total Tucson................ 2,261
----------
Total Arizona: 12,125
----------
----------

CALIFORNIA:
The Ashton.................... Corona Hills 492 Acquired 1995 850 94% 92%
Canyon Crest Views (6)........ Riverside 178 Acquired 1996 1,193 97% 96%
Canyon Ridge (7).............. San Diego 162 Acquired 1997 778 97% 98%
Portofino(8).................. Chino Hills 176 Acquired 1996 873 99% 98%
</TABLE>

S-10
<PAGE>
<TABLE>
<CAPTION>
AVERAGE AVERAGE
UNIT PHYSICAL PHYSICAL
SIZE OCCUPANCY OCCUPANCY AS
NUMBER OF DEVELOPED/ YEAR DEVELOPED (SQUARE DURING OF DECEMBER
STABILIZED COMMUNITIES CITY APARTMENTS ACQUIRED OR ACQUIRED FEET) 1996(1) 31, 1996(1)
- ------------------------------ ------------ ---------- ----------- -------------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Parkview Terrace Club (8)..... Redlands 558 Acquired 1996 801 96% 95%
Redlands Lawn & Tennis (9).... Redlands 496 Acquired 1996 795 89% 89%
---------- -------
Total California.............. 2,062
----------
----------
TOTAL....................... 14,187
----------
----------
WEIGHTED AVERAGE............ 284 902
---------- -------
---------- -------
</TABLE>

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

(1) Physical occupancy is defined as apartments occupied or leased (including
models and employee apartments) divided by the total number of leasable
apartments within the Community, expressed as a percentage.

(2) A new phase of this Community was completed and reached stabilized occupancy
in 1996.

(3) The Company owns approximately a 10 percent interest in the joint venture
that owns Los Arboles II, as well as two promissory notes with an
outstanding balance of approximately $760,000, secured by subordinated liens
on such property. Los Arboles II contains 200 apartments, was developed in
1987, has an average unit size of 843 square feet and had average physical
occupancy during 1996 of 95 percent and physical occupancy as of December
31, 1996 of 92 percent.

(4) Another phase of this Community is currently under development. See
"Development and Construction Activity" below.

(5) A new phase of this Community reached stabilized occupancy in 1997.

(6) Property was acquired in June 1996.

(7) Property was acquired in February 1997.

(8) Property was acquired in July 1996.

(9) Property was acquired in December 1996.

Of the Stabilized Communities included in the table, 37 are located in the
greater Phoenix area, seven are located in the Tucson area and six are located
in Southern California. All of the Stabilized Communities are managed and
operated by the Operating Partnership and have an average size of 284 units. The
Stabilized Communities are primarily oriented to attract upscale residents
seeking high levels of amenities, such as clubhouses, exercise rooms, tennis
courts, swimming pools, therapy pools and covered parking. The average unit size
of the Communities is 902 square feet. All have fully-equipped kitchens with
upgraded cabinets, individual utility metering, dishwashers, microwave ovens,
separate dining areas, individual storage, spacious patios and balconies, and
ceramic tile entries. Most have washers/dryers; and many offer high ceilings,
fireplaces, and alarm system prewiring.

S-11
<PAGE>
COMMUNITIES UNDER CONSTRUCTION AND IN LEASE UP.

The Operating Partnership's current development and construction activity is
summarized below:

<TABLE>
<CAPTION>
PERCENTAGE OF
ACTUAL OR UNITS LEASED
ESTIMATED QUARTER OF ESTIMATED ESTIMATED AS OF
NAME & NUMBER OF CONSTRUCTION CONSTRUCTION COMMENCEMENT STABILIZED FEBRUARY 28,
METROPOLITAN AREA: CITY UNITS COST COMMENCEMENT OF LEASE-UP OCCUPANCY 1997
- ------------------- --------- ----------- --------------- ------------ ------------ --------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
PHOENIX:
The Hawthorne...... Phoenix 276 $ 17 4Q'95 3Q'96 3Q'97 80%
The Isle at
Arrowhead Ranch.. Glendale 256 17 2Q'96 4Q'96 4Q'97 32%
The Retreat (Phase
I)............... Phoenix 240 14 1Q'97 3Q'97 3Q'97 n/a
----- ---
772 48

TUCSON:
Bear Canyon........ Tucson 238 15 3Q'95 2Q'96 2Q'97 75%
Harrison Park II
Expansion........ Tucson 188 10 3Q'95 2Q'96 2Q'97 80%
----- ---
426 25
----- ---
TOTAL............ 1,198 $ 73
----- ---
----- ---
</TABLE>

The information set forth in the table above is forward looking and involves
various risks and uncertainties. Such information is based upon a number of
estimates and assumptions that are inherently subject to business, economic and
competitive uncertainties and contingencies, many of which are beyond the
Operating Partnership's control. While all apartment communities previously
developed by the Operating Partnership have been developed on schedule and
within budget, the actual development cost, completion date and stabilization
date of any project will be dependent upon a variety of factors beyond the
control of the Operating Partnership including, for example, labor and other
personnel costs, material costs, weather conditions, government fees and leasing
rate. See "Risk Factors" in the accompanying Prospectus. The inclusion of
estimates herein should not be regarded as a representation by the Operating
Partnership or the Underwriters or any other person that the estimates will be
achieved.

Additionally, the Operating Partnership owns, or has the rights to acquire,
sites intended for the development of three additional multifamily apartment
communities, and a site intended for the expansion of one of the Communities
Under Construction. There can be no assurance that the Operating Partnership
will succeed in obtaining any necessary governmental approvals in connection
with the sites that it has rights to acquire or any financing required to
develop these projects, or that the Operating Partnership will decide to develop
any particular project.

ENVIRONMENTAL MATTERS

Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real estate may be
required to investigate and clean up hazardous or toxic substances or petroleum
product releases at such property, and may be held liable to a governmental
entity or to third parties for property damage and for investigation and
clean-up costs incurred by such parties in connection with the contamination.

The Operating Partnership believes that the Communities are in compliance in
all material respects with all federal, state and local laws, ordinances and
regulations regarding hazardous or toxic substances or petroleum products. The
Operating Partnership has not been notified by any governmental authority, and

S-12
<PAGE>
is not otherwise aware, of any material noncompliance, liability or claim
relating to hazardous or toxic substances or petroleum products in connection
with any of its properties.

EMPLOYEES

As of February 28, 1997, the Operating Partnership, primarily through the
Management Company, employed 583 persons. The Management Company and/or the
Operating Partnership employ substantially all of the professional employees
that are currently engaged in the residential property management, development
and construction businesses of the Company. The Operating Partnership believes
that its relations with its employees are good.

REGULATION

Apartment communities are subject to various laws, ordinances and
regulations, including laws, ordinances and regulations related to fair housing,
Americans with disabilities and building safety. The Operating Partnership
believes that each Community has the necessary permits and approvals to operate
its business and that each Community is in material compliance with present
laws, ordinances and regulations.

LEGAL PROCEEDINGS

None of the Company, the Operating Partnership, any of the Communities or
Evans Withycombe is presently subject to any material litigation nor, to the
Operating Partnership's knowledge, is any litigation threatened against the
Company, the Operating Partnership, any of the Communities or Evans Withycombe,
other than routine litigation and administrative proceedings arising in the
ordinary course of business, some of which are expected to be covered by
liability insurance and all of which collectively are not expected to have a
material adverse effect on the business, financial condition or results of
operations of the Operating Partnership.

S-13
<PAGE>
RECENT DEVELOPMENTS

ARIZONA DEVELOPMENT ACTIVITY

In 1996 and 1997 the Operating Partnership developed 1,564 stabilized
apartment units in Arizona, as part of the construction of four new Communities
and the expansion of five existing Communities.

EXPANSION INTO RIVERSIDE/SAN BERNARDINO AND SAN DIEGO

In 1996 and 1997, the Operating Partnership acquired an aggregate of five
apartment communities in Southern California, increasing its California
portfolio to six apartment communities comprising a total of 2,062 apartments.

- - In February 1997, the Operating Partnership purchased Canyon Ridge Apartments,
a 162 unit apartment community in San Diego for a total purchase price of
approximately $11 million in cash, which the Operating Partnership funded with
borrowings under its Revolving Credit Facility.

- - In June 1996, the Operating Partnership acquired the Canyon Crest Views
apartments, a 178 unit apartment community in Riverside, California for a
total purchase price of approximately $12.8 million in cash.

- - In July 1996, the Operating Partnership acquired Portofino, a 176 unit
apartment community in Chino Hills, California for a total purchase price of
approximately $12.2 million in cash and Parkview Terrace Club Apartments, a
558 unit apartment community in Redlands, California for $9.3 million in cash
and the assumption of approximately $22.6 million in tax exempt bonds.

- - In December 1996, the Operating Partnership acquired the Redlands Lawn &
Tennis Club Apartments, a 496 unit apartment community in Redlands,
California, for a total purchase price of $28.8 million, which included the
assumption of approximately $24 million in tax exempt bond financing.

The Operating Partnership has entered into a purchase agreement for an
additional property located in Southern California containing 336 apartment
units. The aggregate consideration for such property will be approximately $23.0
million, of which approximately $18.35 million will be represented by the
assumption of debt and the remainder will be funded from borrowings under the
Revolving Credit Facility. See "Use of Proceeds." The purchase of the property
is expected to close shortly after the completion of this Offering. However, the
acquisition of such property is subject to a number of conditions, including the
completion of due diligence, and therefore there can be no assurance that such
purchase will be consummated. Additionally, the Operating Partnership is
actively pursuing and is in preliminary negotiations regarding additional
properties in Riverside/San Bernardino and San Diego, but no assurance can be
given that it will continue to pursue or consummate any acquisitions as a result
of these negotiations.

FINANCING ACTIVITY

- - 1997 COMMON STOCK OFFERING. In February 1997, the Company completed a public
offering of 1,800,000 shares of its common stock. Net proceeds to the Company
were approximately $35,820,000. The Company used the proceeds to pay down the
Revolving Credit Facility.

- - DEBT RATING. At February 28, 1997, the Company's total debt was approximately
$413.6 million and the Company's debt to total market capitalization (market
equity plus debt) was approximately 44.7%. The Company received an investment
grade rating of "BBB-" from Standard & Poor's Corporation and, "Baa3" from
Moody's Investors Service, Inc. in December 1996 with respect to prospective
issuances of senior unsecured debt. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal
at any time by the assigning rating organization, and each rating should be
evaluated independently of any other rating. A rating of (a) BBB- from
Standard & Poor's Corporation indicates that the obligations of the Operating
Partnership exhibit adequate protection parameters and (b) Baa3 from Moody's
Investor Service Inc. indicates that the obligations of the

S-14
<PAGE>
Operating Partnership are considered to be medium-grade obligations that are
neither highly protected nor poorly secured.

- - REDUCTION OF MORTGAGE INDEBTEDNESS. In January 1997, the Operating Partnership
repaid four mortgage loans with an aggregate unpaid principal balance of
approximately $24.9 million with borrowings under the Revolving Credit
Facility. The mortgages were repaid with respect to Miramonte, Scottsdale
Meadows, Rancho Murietta and Villa Encanto. See "Capitalization."

- - EXPANDED REVOLVING CREDIT FACILITY. On September 25, 1996, the Company
expanded its existing $125 million unsecured revolving credit facility to $225
million with a bank group. The Revolving Credit Facility bears interest at a
floating rate of the London Interbank Offered Rate ("LIBOR") plus 150 basis
points (100 basis points equals one percent) (or, at the option of the
Company, at the prime rate announced by the banks). The interest rate was
reduced 25 basis points upon the Company achieving an investment grade rating
of "Baa3" or "BBB-." The Revolving Credit Facility has a term of three years,
with an option to extend for one year, subject to certain conditions, and
provides for monthly payments of interest only. It will be used to finance
acquisitions, to fund construction and development and renovation costs and
for working capital purposes. At February 28, 1997, there was approximately
$155 million outstanding on the Revolving Credit Facility with an effective
interest rate of 6.94%.

- - 1996 COMMON STOCK OFFERING. In the second quarter of 1996, the Company
completed a public offering of 4,700,000 shares of its common stock of which
2,088,889 shares were sold by the Company and an aggregate of 2,611,111 shares
were sold by two institutional stockholders. Net proceeds to the Company were
approximately $40,891,000. The Company used the proceeds from the sale of
common stock to pay down amounts outstanding under its Revolving Credit
Facility.

OTHER RECENT DEVELOPMENTS

- - MANAGEMENT AGREEMENTS. The Operating Partnership has entered into agreements,
effective as of March 1, 1997, to manage four apartment communities in the
Phoenix area with approximately 590 units.

- - DISPOSITIONS. In accordance with its selective disposition strategy, the
Operating Partnership has entered in agreements to sell three Communities.
Because such sales are subject to a number of conditions, including the
completion of due diligence, no assurance can be given that such dispositions
will be consummated.

USE OF PROCEEDS

The net proceeds to the Operating Partnership from the sale of the Notes
offered hereby, after payment of expenses related to the Offering and
underwriting discounts and commissions, are estimated to be approximately $
million. The Operating Partnership will use such net proceeds to repay
indebtedness then outstanding under its Revolving Credit Facility. At February
28, 1997, outstanding borrowings under the Revolving Credit Facility amounted to
approximately $155 million and had an effective interest rate of 6.94%. The
Revolving Credit Facility has a term of three years, ending September 1999, with
an option for the Company to extend for one year, subject to certain conditions.

S-15
<PAGE>
CAPITALIZATION

The following table sets forth, as of December 31, 1996, the actual
capitalization of the Operating Partnership and its adjusted capitalization
after giving effect to (a) the issuance and sale of the Notes and the
application of the net proceeds therefrom as described under the caption "Use of
Proceeds" and (b) the issuance of 1,800,000 Units of the Operating Partnership
to the Company in connection with the contribution to the Operating Partnership
of the net proceeds from the sale of a like number of shares of common stock of
the Company in February 1997 and the application of the net proceeds therefrom
of approximately $35,820,000 to repay a portion of the outstanding balance under
the Revolving Credit Facility. The information set forth in the table should be
read in conjunction with the financial and other information included elsewhere
and incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------
ACTUAL AS ADJUSTED
--------- -----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
DEBT
Mortgage and notes payable (2)....................................... $ 40,143 $ 15,233
"AA"-rated securitized debt.......................................... 130,520 130,520
$50 million securitized debt......................................... 49,509 49,509
% Notes due 2004................................................... -- 75,000
% Notes due 2007................................................... -- 50,000
Unsecured Revolving Credit Facility (2).............................. 152,000 16,090
Variable rate tax free IDA bonds..................................... 64,000 64,000
--------- -----------
436,172 400,352
PARTNERS' CAPITAL (1).................................................. 283,954 319,774
--------- -----------
Total capitalization................................................. $ 720,126 $ 720,126
--------- -----------
--------- -----------
</TABLE>

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

(1) The Company acquired 1,800,000 units in the Operating Partnership for
$35,820,000 representing the proceeds received from the sale of 1,800,000
shares of Common Stock of the Company on February 14, 1997.

(2) The as adjusted column further reflects that in January 1997, the Operating
Partnership repaid four mortgage loans with an unpaid principal of
approximately $24.9 million with borrowings under the Revolving Credit
Facility.

S-16
<PAGE>
The following table sets forth the principal maturities as adjusted as of
December 31, 1996 to give effect to this Offering and the application of the
proceeds of the Operating Partnership's debt hereof.

<TABLE>
<CAPTION>
DEBT
YEAR MATURING
- ---------------------------------------------------------------------------------- ----------
<S> <C>
1997.............................................................................. $ 15,715
1998.............................................................................. 563
1999.............................................................................. 16,695
2000.............................................................................. 650
2001.............................................................................. 131,218
2002.............................................................................. 750
2003.............................................................................. 806
2004.............................................................................. 75,863
2005.............................................................................. 24,953
2006.............................................................................. 43,189
2007.............................................................................. 67,300
Thereafter........................................................................ 22,650
----------
Total......................................................................... $ 400,352
----------
----------
</TABLE>

S-17
<PAGE>
SELECTED FINANCIAL INFORMATION

The following table sets forth certain financial and operating data on a
consolidated basis for the Operating Partnership and on a combined historical
basis for Evans Withycombe. The following information should be read in
conjunction with all of the consolidated financial statements and notes thereto
included in the Operating Partnership's Form 10 incorporated by reference into
the accompanying Prospectus.

EXPENSES:
Repairs and maintenance..................... 11,607 8,293 6,288 4,730 3,272
Other property operating.................... 12,713 8,699 7,834 6,593 4,684
Advertising................................. 1,864 1,244 966 1,022 783
Real estate taxes........................... 6,915 4,723 3,204 2,869 2,307
Property management......................... 3,225 2,825 2,505 2,605 2,417
General and administrative.................. 1,387 1,321 1,175 1,466 1,360
Interest.................................... 24,225 12,650 7,836 6,361 5,909
Depreciation and amortization............... 20,885 13,762 10,333 10,319 7,146
Write-down of real estate assets (1)........ -- -- -- 1,361 10,284
Other (2)................................... -- -- 5,233 -- --
--------- --------- --------- --------- ---------
Total expenses................................ 82,821 53,517 45,374 37,326 38,162
--------- --------- --------- --------- ---------

Income (loss) before minority interest and
extraordinary item.......................... 18,805 21,014 11,585 6,612 (6,709)
Minority interest (3)......................... (75) (89) (42) -- --
Extraordinary item-gain on extinguishment of
debt (1).................................... -- -- -- 6,061 12,569
--------- --------- --------- --------- ---------
Net income.................................... $ 18,730 $ 20,925 $ 11,543 $ 12,673 $ 5,860
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Earnings per unit (4)....................... $ 0.84 $ 1.02
--------- ---------
--------- ---------
Earnings per unit for the period August 17 to
December 31, 1994 (4)....................... $ 0.38
---------
---------
</TABLE>

S-18
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER UNIT AND PROPERTY
INFORMATION)
<S> <C> <C> <C> <C> <C>
OTHER INFORMATION:
Cash flows from:
Operating activities.................... $ 38,721 $ 36,983 $ 21,998 $ 20,897 $ 13,271
Investing activities.................... (129,461) (118,061) (211,651) (79,511) (61,829)
Financing activities.................... 89,674 82,273 189,614 57,417 50,792
Ratio of Annual Debt Service Charge (5)... 2.64x 3.75x 3.80x 3.66x 1.07x
Ratio of Debt to Total Assets (5)......... 46.88% 39.34% 22.46% N/A N/A
Ratio of Secured Debt to Total Assets
(5)..................................... 30.54% 33.97% 22.46% N/A N/A
Ratio of Total Unencumbered Assets to
Unsecured Debt.......................... 2.34x 5.20x N/A N/A N/A
Total rental communities (end of
period)................................. 49 41 32 31 27
Total number of apartments (end of
period)................................. 13,905 11,053 7,924 7,695 6,502
Physical occupancy (end of period) (6).... 93% 96% 97% 97% 97%
Weighted average number of apartments
(7)..................................... 12,887 9,798 7,740 6,641 4,998
Weighted average monthly revenue per unit
(8)..................................... $ 715 $ 641 $ 586 $ 532 $ 498
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Real estate, before accumulated
depreciation.............................. $ 761,550 $ 587,183 $ 399,987 $ 292,513 $ 215,549
Total assets................................ 735,467 579,564 402,486 271,055 204,836
Total debt.................................. 436,172 297,456 127,787 106,545 64,792
Minority interest........................... 827 889 1,247 -- --
Equity...................................... $ 283,954 $ 259,055 $ 253,867 $ 142,886 $ 122,135
</TABLE>

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

(1) During 1993, the Operating Partnership negotiated a discounted payoff of a
mortgage loan secured by The Meadows and Promontory Pointe (1992). The
excess of the amounts owed for principal and interest over the amount paid
to pay off the loan is recorded as an extraordinary item-gain on
extinguishment of debt. The Operating Partnership determined that the
carrying values of the communities were in excess of net realizable value.
The excess of $1,361 and $10,284 was charged to write down of real estate
assets.

(2) In connection with the repayment of existing indebtedness at the time of the
IPO, prepayment penalties and lender participation (additional interest)
totaling $2,594 were paid. Prior to the IPO, an Executive Incentive Deferred
Compensation Plan was canceled and the $2,639 that was funded by the
Operating Partnership was expensed during 1994.

(3) Net income includes an adjustment for Evans Withycombe Finance, Inc.'s one
percent interest in the Financing Partnership for the years ended December
31, 1996 and 1995 and the period from August 17 to December 31, 1994,
respectively.

(4) Net income per Unit is based on 22,184,395, 20,590,873 and 20,086,884
weighted average number of Units outstanding for the years ended December
31, 1996 and 1995 and the period from August 17 to December 31, 1994,
respectively.

(5) For a definition of these terms, see "Description of the Notes--Additional
Covenants of the Operating Partnership."

S-19
<PAGE>
(6) Physical Occupancy is defined as the number of apartments occupied or leased
(including models and employee apartments) divided by the total number of
leaseable apartments within the community, expressed as a percentage.
Physical occupancy has been calculated using the average of the occupancy
that existed on the last day of each month over each period.

(7) Weighted average number of apartments is the average of all apartments
during the period. For stabilized properties, all apartments are included in
the calculation of the weighted average. For communities in the lease-up
phase, only apartments that are completed and occupied are included in the
weighted average calculation.

(8) Weighted average monthly revenue per apartment is derived by dividing rental
income by the weighted average number of apartments.

S-20
<PAGE>
DESCRIPTION OF THE NOTES

GENERAL

The 2004 Notes and the 2007 Notes offered hereby constitute separate series
of Debt Securities (which are more fully described in the accompanying
Prospectus), each to be issued pursuant to an indenture dated as of March ,
1997, as amended or supplemented (the "Indenture"), between the Operating
Partnership and Bank One, N.A., as trustee (the "Trustee"), and will be limited
to aggregate principal amounts of $75,000,000 and $50,000,000, respectively. The
following description of the particular terms of the Notes supplements, and to
the extent inconsistent therewith replaces, the description of the general terms
and provisions of the Debt Securities set forth in the accompanying Prospectus,
to which description reference is hereby made. The terms of the Notes include
those provisions contained in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). The Notes are subject to all such terms, and holders of Notes
are referred to the Indenture and the Trust Indenture Act for a statement
thereof. The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Indenture, including the definitions therein of certain terms
used below. Copies of the Indenture and the Notes are available for inspection
at the office of the Trustee located at Bank One Corporate Trust Department, 241
N. Central Avenue, Suite AZ1-1128, Phoenix, Arizona 85004. As used in this
section "Description of the Notes," the "Operating Partnership" refers to Evans
Withycombe Residential, L.P. and the "Company" refers to Evans Withycombe
Residential, Inc., in each case, exclusive of their respective subsidiaries and
affiliates.

The Notes will be direct, unsecured and unsubordinated obligations of the
Operating Partnership and will rank PARI PASSU with each other and with all
other unsecured and unsubordinated indebtedness of the Operating Partnership
from time to time outstanding. The Notes will be effectively subordinated to
mortgages and other secured indebtedness of the Operating Partnership. As of
December 31, 1996, such secured indebtedness aggregated approximately $284.2
million and such unsecured and unsubordinated indebtedness aggregated
approximately $152 million ($16.1 million on an as adjusted basis after giving
effect to the February 1997 equity offering and this Offering, the application
of the net proceeds therefrom and the repayment of certain mortgage
indebtedness). See "Capitalization" and "Use of Proceeds." Subject to certain
limitations set forth in the Indenture, and as described under "Additional
Covenants of the Operating Partnership" below, the Indenture will permit the
Operating Partnership to incur additional secured and unsecured indebtedness.

The 2004 Notes will mature on , 2004 and the 2007
Notes will mature on , 2007, (each a "Maturity Date"). The Notes are not subject
to any sinking fund provisions. The Notes are subject to redemption at the
Company's option. See "--Optional Redemption." The Notes will be issued only in
fully registered, book-entry form without coupons, in denominations of $1,000
and integral multiples thereof, except under the limited circumstances described
below under "Book-Entry System."

Except as described under "Certain Covenants--Limitations on Incurrence of
Debt" below and under "Description of Debt Securities--Merger, Consolidation or
Sale" in the accompanying Prospectus, the Indenture does not contain any other
provisions that would limit the ability of the Operating Partnership to incur
indebtedness or that would afford holders of the Notes protection in the event
of (i) a highly leveraged or similar transaction involving the Operating
Partnership, the management of the Operating Partnership or the Company, or any
affiliate of any of them, (ii) a change of control of the Operating Partnership
or the Company, or (iii) a reorganization, restructuring, merger or similar
transaction involving the Operating Partnership that may adversely affect the
holders of the Notes. In addition, subject to the limitations set forth under
"Description of Debt Securities--Merger, Consolidation or Sale" in the
accompanying Prospectus, the Operating Partnership may, in the future, enter
into certain transactions such as the sale of all or substantially all of its
assets or the merger or consolidation of the Operating Partnership that would
increase the amount of the Operating Partnership's indebtedness or substantially

S-21
<PAGE>
reduce or eliminate the Operating Partnership's assets, which may have an
adverse effect on the Operating Partnership's ability to service its
indebtedness, including the Notes. The Operating Partnership and its management
have no present intention of engaging in a highly leveraged or similar
transaction involving the Operating Partnership.

PRINCIPAL AND INTEREST

The 2004 and 2007 Notes will bear interest at the rates set forth on the
cover page of this Prospectus Supplement from the date of issuance or from the
immediately preceding Interest Payment Date (as defined below) to which interest
has been paid, payable semi-annually in arrears on each April 15 and October 15,
commencing October 15, 1997 (each, an "Interest Payment Date"), and on the
applicable Maturity Date, to the persons (the "Holders") in whose names the
Notes are registered in the security register applicable to the Notes at the
close of business on the date 15 calendar days prior to such payment day
regardless of whether such day is a Business Day, as defined below (each, a
"Regular Record Date"). Interest on the Notes will be computed on the basis of a
360-day year of twelve 30-day months.

If any Interest Payment Date or a Maturity Date falls on a day that is not a
Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or such Maturity Date, as the case may be. "Business Day" means any day, other
than a Saturday or Sunday, on which banking institutions in The City of New York
are open for business.

ADDITIONAL COVENANTS OF THE OPERATING PARTNERSHIP

Reference is made to the section entitled "Description of Debt Securities"
in the accompanying Prospectus for a description of the covenants applicable to
the Notes. In addition to the foregoing, the following covenants of the
Operating Partnership will apply to the Notes for the benefit of the Holders.

LIMITATION ON INCURRENCE OF TOTAL DEBT. The Operating Partnership will not,
and will not permit any Subsidiary to, incur any Debt (as defined below), other
than Intercompany Debt (as defined below) if, immediately after giving effect to
the incurrence of such additional Debt, the aggregate principal amount of all
outstanding Debt is greater than 60% of Total Assets (as defined below).

LIMITATION ON INCURRENCE OF SECURED DEBT. In addition to the foregoing
limitation on the incurrence of Debt, the Operating Partnership will not, and
will not permit any Subsidiary to, incur any Secured Debt (as defined below) if,
immediately after giving effect to the incurrence of such additional Secured
Debt, the aggregate principal amount of all outstanding Secured Debt is greater
than 40% of Total Assets.

DEBT SERVICE COVERAGE. In addition to the foregoing limitation on the
incurrence of Debt, the Operating Partnership will not, and will not permit any
Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of
Consolidated Income Available for Debt Service to the Annual Debt Service Charge
(in each case as defined below) for the period consisting of the four
consecutive fiscal quarters most recently ended prior to the date on which such
additional Debt is to be incurred is less than 1.5 to 1, on a pro forma basis
after giving effect to the incurrence of such Debt and to the application of the
proceeds therefrom, and calculated on the assumption that (i) such Debt and any
other Debt incurred since the first day of such four-quarter period and the
application of the proceeds therefrom, including to refinance other Debt, had
occurred at the beginning of such period, (ii) the repayment or retirement of
any other Debt since the first day of such four-quarter period had been repaid
or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period),
and (iii) any increase or decrease in Total Assets, or any other acquisition or
disposition by the Operating Partnership or any Subsidiary of any asset or group
of assets, since the first day of such four-quarter period, including, without
limitation, by merger, stock purchase or sale, or asset purchase or sale, such
increase,

S-22
<PAGE>
decrease or other acquisition or disposition had occurred at the beginning of
such period, in each case with the appropriate adjustments to net income and
Debt levels with respect to such increase, decrease or other acquisition or
disposition being included in such pro forma calculation. For purposes of the
adjustments referred to in clause (iii) of the preceding sentence, any income
earned (or loss incurred) as a result of any such increase, decrease or other
acquisition or disposition referred to in clause (iii) for a period less than
such four-quarter period shall be annualized for such four-quarter period.

MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Operating Partnership shall
maintain at all times Total Unencumbered Assets (as defined below) of not less
than 150% of the aggregate outstanding principal amount of the Unsecured Debt
(as defined below).

As used herein:

"Annual Debt Service Charge" as of any date means the amount which is
expensed in any 12-month period for interest on Debt.

"ANNUALIZED EBITDA" means earnings before interest, taxes, depreciation and
amortization for the 12-month period ending on the last day of each month for
all properties owned by the Company and its Subsidiaries with other adjustments
as are necessary to exclude the effect of items classified as extraordinary
items in accordance with generally accepted accounting principles, adjusted to
reflect the assumption that (i) any income earned as a result of any assets
having been placed in service since the end of such period had been earned, on
an annualized basis, during such period, and (ii) in the case of any acquisition
or disposition by the Operating Partnership, any Subsidiary or any
unconsolidated joint venture in which the Operating Partnership or any
Subsidiary owns an interest, of any assets since the first day of such period,
such acquisition or disposition and any related repayment of Debt had occurred
as of the first day of such period with the appropriate adjustments with respect
to such acquisition or disposition.

"ANNUALIZED EBITDA AFTER MINORITY INTEREST" means Annualized EBITDA after
distributions to third party joint venture partners.

"Consolidated Income Available for Debt Service" for any period means
Consolidated Net Income plus amounts which have been deducted in determining
Consolidated Net Income during such period for (i) Consolidated Interest
Expense, (ii) provision for taxes of the Operating Partnership and its
Subsidiaries based on income, (iii) amortization (other than amortization of
debt discount) and depreciation, (iv) provisions for losses from sales or joint
ventures, (v) increases in deferred taxes and other non-cash charges, (vi)
charges resulting from a change in accounting principles, and (vii) charges for
early extinguishment of debt, and less amounts which have been added in
determining Consolidated Net Income during such period for (a) provisions for
gains from sales or joint ventures, and (b) decreases in deferred taxes and
other non-cash credits.

"Consolidated Interest Expense" means, for any period, and without
duplication, all interest (including the interest component of rentals on
capitalized leases, letter of credit fees, commitment fees and other like
financial charges) and all amortization of debt discount on all Debt (including,
without limitation, payment-in-kind, zero coupon and other like securities), but
excluding legal fees, title insurance charges, other out-of-pocket fees and
expenses incurred in connection with the issuance of Debt and the amortization
of any such debt issuance costs that are capitalized, all determined in
accordance with generally accepted accounting principles.

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

"Debt" means any indebtedness of the Operating Partnership or any
Subsidiary, plus the Operating Partnership's allocable portion, based on its
ownership interest, of indebtedness of any unconsolidated joint venture, in each
case, whether or not contingent, in respect of (i) borrowed money or evidenced
by

S-23
<PAGE>
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 Operating Partnership or any Subsidiary
directly, or indirectly through any unconsolidated joint venture, (iii) the
reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued 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 Operating Partnership or any of its Subsidiaries as lessee which is
reflected in the Operating Partnership's consolidated balance sheet as a
capitalized lease or any lease of property by an unconsolidated joint venture as
lessee which is reflected in such joint venture's balance sheet as a capitalized
lease, in each case, in accordance with generally accepted accounting
principles, and also includes, to the extent not otherwise included, any
obligation by the Operating Partnership 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 Operating Partnership or any Subsidiary), but excluding the
principal amount of tax-exempt bonds or other indebtedness equal to the amount
of cash irrevocably deposited by the Operating Partnership or any Subsidiary in
trust for the benefit of the holders of such tax-exempt bonds or other
indebtedness to satisfy any sinking fund payment payable with respect to such
tax-exempt bonds or indebtedness.

"Intercompany Debt" means indebtedness owed by the Operating Partnership or
any Subsidiary solely to the Operating Partnership or any Subsidiary.

"Secured Debt" means Debt secured by any mortgage, lien, charge,
encumbrance, trust deed, deed of trust, deed to secure debt, security agreement,
pledge, conditional sale or other title retention agreement, capitalized lease,
or other security interest or agreement granting or conveying security title to
or a security interest in real property or other tangible assets.

"Senior Executive Group" means, collectively, those individuals holding the
offices of Chairman, President, Chief Executive Officer, Chief Operating
Officer, or any Executive Vice President of the Company.

"Subsidiary" means (i) any corporation, partnership, joint venture, limited
liability company or other entity the majority of the shares of the non-voting
capital stock or other equivalent ownership interests of which (except
directors' qualifying shares) are at the time directly or indirectly owned by
the Operating Partnership, and the majority of the shares of the voting capital
stock or other equivalent ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Operating
Partnership or by the Operating Partnership and the Company, any other
Subsidiary, and/or one or more individuals of the Senior Executive Group (or, in
the event of death or disability of any of such individuals, his/her respective
legal representative(s)), or such individuals' successors in office as an
officer of the Company, and (ii) any other entity (other than the Company) the
accounts of which are consolidated with the accounts of the Operating
Partnership.

"TAX FREE EXCHANGE ASSETS" means the proceeds of real estate assets disposed
of by the Operating Partnership or any Subsidiary, which proceeds are being held
by a title company, trust department, or other independent third party pending
their use to purchase real estate assets in a tax-free exchange, but such
proceeds shall constitute Tax Free Exchange Assets only for so long as such
proceeds are held by the title company, trust department, or other independent
third party for reinvestment in real estate assets.

"Total Assets" as of any date means the sum of (i) the amount determined by
multiplying the sum of the shares of common stock of the Company issued in the
initial public offering of the Company ("IPO") and the units of the Operating
Partnership not held by the Company outstanding on the date of the IPO, by
$20.00 (the "IPO Price"), (ii) the principal amount of the outstanding
consolidated debt of the Company on the date of the IPO, (iii) the purchase
price or cost of any real estate assets acquired (including the value, at the
time of such acquisition, of any units of the Operating Partnership or shares of
common stock of the Company issued in connection therewith) or developed after
the IPO by the

S-24
<PAGE>
Operating Partnership or any Subsidiary, plus the Operating Partnership's
allocable portion, based on its ownership interest, of the purchase price or
cost of any real estate assets acquired or developed after the IPO by any
unconsolidated joint venture, and (iv) cash (other than restricted cash) on the
Operating Partnership's balance sheet, SUBJECT, HOWEVER, to reduction by the
amount of the proceeds of any real estate assets disposed of after the IPO by
the Operating Partnership or any Subsidiary, and by the Operating Partnership's
allocable portion, based on its ownership interest, of the proceeds of any real
estate assets disposed of after the IPO by unconsolidated joint ventures, but no
such reduction shall apply with respect to Tax Free Exchange Assets.

"Total Unencumbered Assets" as of any date means Total Assets as of such
date multiplied by a fraction, the numerator of which is Unencumbered Annualized
EBITDA After Minority Interest and the denominator of which is Annualized EBITDA
After Minority Interest.

"UNENCUMBERED ANNUALIZED EBITDA AFTER MINORITY INTEREST" means Annualized
EBITDA after minority interest less any portion thereof attributable to assets
serving as collateral for Secured Debt.

"Unsecured Debt" means Debt that is not Secured Debt.

Reference is made to the section entitled "Description of Debt
Securities--Certain Covenants" in the accompanying Prospectus for a description
of additional covenants applicable to the Notes. Compliance with the covenants
described herein and such additional covenants with respect to the Notes
generally may not be waived by the Board of Directors of the Company, as general
partner of the Operating Partnership, or by the Trustee unless the Holders of at
least a majority in principal amount of all outstanding Notes consent to such
waiver; provided, however, that the defeasance and covenant defeasance
provisions of the Indenture described under "Description of Debt
Securities--Discharge, Defeasance and Covenant Defeasance" in the accompanying
Prospectus will apply to the Notes, including with respect to the covenants
described in this Prospectus Supplement.

OPTIONAL REDEMPTION

The Notes may be redeemed at any time at the option of the Operating
Partnership, in whole or from time to time in part, at a redemption price equal
to the sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the redemption date and (ii) the Make-Whole Amount (as
defined below), if any, with respect to such Notes (the "Redemption Price").

If notice has been given as provided in the Indenture and funds for the
redemption of any Notes called for redemption shall have been made available on
the redemption date referred to in such notice, such Notes will cease to bear
interest on the date fixed for such redemption specified in such notice and the
only right of the Holders of the Notes will be to receive payment of the
Redemption Price.

Notice of any optional redemption of any Notes will be given to Holders at
their addresses, as shown in the security register for the Notes, not more than
60 nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Notes held by such Holder to be redeemed.

If less than all the Notes are to be redeemed at the option of the Operating
Partnership, the Operating Partnership will notify the Trustee at least 45 days
prior to giving notice of redemption (or such shorter period as is satisfactory
to the Trustee) of the aggregate principal amount of Notes to be redeemed and
their redemption date. The Trustee shall select, in such manner as it shall deem
fair and appropriate, Notes to be redeemed in whole or in part.

As used herein:

"Make-Whole Amount" means, in connection with any optional redemption of any
Notes, the excess, if any, of (i) the aggregate present value as of the date of
such redemption of each dollar of principal being redeemed and the amount of
interest (exclusive of interest accrued to the date of redemption) that would

S-25
<PAGE>
have been payable in respect of each such dollar if such redemption had not been
made, determined by discounting, on a semi-annual basis, such principal and
interest at the Reinvestment Rate (determined on the third Business Day
preceding the date such notice of redemption is given) from the respective dates
on which such principal and interest would have been payable if such redemption
had not been made to the date of redemption, over (ii) the aggregate principal
amount of the Notes being redeemed.

"Reinvestment Rate" means .25% plus the arithmetic mean of the yields under
the heading "Week Ending" published in the most recent Statistical Release under
the caption "Treasury Constant Maturities" for the maturity (rounded to the
nearest month) corresponding to the remaining life to maturity, as of the
payment date of the principal being redeemed. If no maturity exactly corresponds
to such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately
preceding sentence and the Reinvestment Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding in each of such
relevant periods to the nearest month. For the purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.

"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the Indenture, then such
other reasonably comparable index which shall be designated by the Operating
Partnership.

BOOK-ENTRY SYSTEM

The following are summaries of certain rules and operating procedures of DTC
that affect the payment of principal and interest and transfers of interests in
the Global Notes. Upon issuance, each series of Notes will only be issued in the
form of a Global Note which will be deposited with, or on behalf of, DTC and
registered in the name of Cede & Co., as nominee of DTC. Unless and until it is
exchanged in whole or in part for Notes in definitive form under the limited
circumstances described below, a Global Note may not be transferred except as a
whole (i) by DTC to a nominee of DTC, (ii) by a nominee of DTC to DTC or another
nominee of DTC or (iii) by DTC or any such nominee to a successor of DTC or a
nominee of such successor.

Ownership of beneficial interests in a Global Note will be limited to
persons that have accounts with DTC for such Global Note ("participants") or
persons that may hold interests through participants. Upon the issuance of a
Global Note, DTC will credit, on its book-entry registration and transfer
system, the participants' accounts with the respective principal amounts of the
Notes represented by such Global Note beneficially owned by such participants.
Ownership of beneficial interests in the Global Notes will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by DTC (with respect to interests of participants) and on the records
of participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may limit or impair the ability to own, transfer or pledge beneficial
interests in the Global Notes.

So long as DTC or its nominee is the registered owner of a Global Note, DTC
or its nominee, as the case may be, will be considered the sole owner or Holder
of the Notes represented by such Global Note for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a Global
Note will not be entitled to have Notes represented by such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of such Notes in certificated form and will not be considered the
registered owners or Holders thereof under the Indenture. Accordingly, each
person owning a beneficial interest in a Global Note must rely on the procedures
of DTC and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a Holder under the Indenture. The Operating Partnership understands that
under existing

S-26
<PAGE>
industry practices, if the Operating Partnership requests any action of Holders
or if an owner of a beneficial interest in a Global Note desires to give or take
any action that a Holder is entitled to give or take under the Indenture, DTC
would authorize the participants holding the relevant beneficial interests to
give or take such action, and such participants would authorize beneficial
owners owning through such participants to give or take such action or would
otherwise act upon the instructions of beneficial owners holding through them.

Principal and interest payments on interests represented by a Global Note
will be made to DTC or its nominee, as the case may be, as the registered owner
of such Global Note. None of the Operating Partnership, the Trustee or any other
agent of the Operating Partnership or agent of the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership of interests in the Global
Notes or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. The Operating Partnership expects that DTC, upon
receipt of any payment of principal or interest in respect of a Global Note,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Global Note as
shown on the records of DTC. The Operating Partnership also expects that
payments by participants to owners of beneficial interests in the Global Notes
held through such participants will be governed by standing customer
instructions and customary practice, as is now the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.

If DTC is at any time unwilling or unable to continue as depository for the
Notes and the Operating Partnership fails to appoint a successor depository
registered as a clearing agency under the Exchange Act within 90 days, the
Operating Partnership will issue the Notes in definitive form in exchange for
the respective Global Notes. Any Notes issued in definitive form in exchange for
the Global Notes will be registered in such name or names, and will be issued in
denominations of $1,000 and such integral multiples thereof, as DTC shall
instruct the Trustee. It is expected that such instructions will be based upon
directions received by DTC from participants with respect to ownership of
beneficial interests in the Global Notes.

DTC is a limited-purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities of its participants and to
facilitate the clearance and settlement of transactions among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
which (and/or their representatives) own DTC. Access to the DTC book-entry
system is also available to others, such as banks, brokers and dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Notes will be made by the Underwriters (as defined
herein) in immediately available funds. All payments of principal and interest
in respect of the Notes will be made by the Operating Partnership in immediately
available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the Notes
will trade in DTC's Same-Day Funds Settlement System until maturity or until the
Notes are issued in certificated form, and secondary market trading activity in
the Notes will therefore be required by DTC to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Notes.

S-27
<PAGE>
UNDERWRITING

Subject to the terms and conditions contained in a purchase agreement (the
"Underwriting Agreement"), the Operating Partnership has agreed to sell to
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Goldman,
Sachs & Co. and J.P. Morgan & Co. (collectively, the "Underwriters"), and the
Underwriters have severally agreed to purchase, the principal amount of Notes
set forth opposite their names below. The Underwriting Agreement provides that
the obligations of the Underwriters are subject to certain conditions precedent,
and that the Underwriters will be obligated to purchase all of the Notes if any
are purchased.

<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 2004 NOTES 2007 NOTES
- --------------------------------------------------------------- ------------- -------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................... $ $

Goldman, Sachs & Co............................................

J. P. Morgan & Co..............................................
------------- -------------

Total................................................ $ 75,000,000 $ 50,000,000
------------- -------------
------------- -------------
</TABLE>

The Underwriters have advised the Operating Partnership that they propose
initially to offer each series of Notes 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 % (in the case of
the 2004 Notes) and % (in the case of the 2007 Notes) of the principal amount
thereof. The Underwriters may allow, and such dealers may reallow, a discount
not in excess of % of the principal amount thereof on sales to certain other
dealers. After the initial public offering of the Notes, the public offering
price, concession and discount may be changed.

The Operating Partnership has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect thereof.

Each series of Notes is a new issue of securities with no established
trading market. The Operating Partnership has not applied for and does not
intend to apply for listing of the Notes on any securities exchange. The
Operating Partnership has been advised by the Underwriters that the Underwriters
intend to make a market in the Notes as permitted by applicable laws and
regulations, but the Underwriters are not obligated to do so and may discontinue
market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.

Rules of the Securities and Exchange Commission permit the Underwriters to
engage in certain transactions that stabilize the price of the Notes. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Notes.

If the Underwriters create a short position in the Notes in connections with
the offering, i.e., if they sell more Notes than are set forth on the cover page
of this Prospectus Supplement, the Underwriters may reduce that short position
by purchasing Notes in the open market.

The Underwriters may also impose a penalty bid on selling group members.
This means that if the Underwriters purchase Notes in the open market to reduce
the Underwriters' short position or to stabilize the price of the Notes, they
may reclaim the amount of the selling concession from the selling group members
who sold those shares as part of the Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The

S-28
<PAGE>
imposition of a penalty bid might also have an effect on the price of a security
to the extent that it were to discourage resales of the security.

Neither the Operating Partnership nor any of the Underwriters makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Notes. In
addition, neither the Operating Partnership nor any of the Underwriters makes
any representation that the Underwriters will engage in such transactions or
that such transactions, once commenced, will not be discontinued without notice.

Merrill Lynch from time to time has provided investment banking and
financial advisory services to the Company and the Operating Partnership, for
which it has received usual and customary fees. Merrill Lynch acted as a
representative of various underwriters in connection with public offerings of
the Company's Common Stock in 1994, 1996 and 1997.

LEGAL MATTERS

The validity of the Notes offered hereby will be passed upon for the
Operating Partnership by Gibson, Dunn & Crutcher LLP, Los Angeles, California.
Certain legal matters relating to the Offering will be passed upon for the
Underwriters by Latham & Watkins, Los Angeles, California. Gibson, Dunn &
Crutcher LLP and Latham & Watkins will rely as to all matters of Maryland law,
on the opinion of Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland.

S-29
<PAGE>

SUBJECT TO COMPLETION, DATED MARCH 11, 1997

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.
<PAGE>
PROSPECTUS

[LOGO]

$125,000,000
EVANS WITHYCOMBE RESIDENTIAL, INC.
PREFERRED STOCK, COMMON STOCK, WARRANTS AND GUARANTEES

$200,000,000
EVANS WITHYCOMBE RESIDENTIAL, L.P.
DEBT SECURITIES
---------------------

Evans Withycombe Residential, Inc. (the "Company") may offer and issue from
time to time (i) shares of its Common Stock, par value $.01 per share (the
"Common Stock"), (ii) shares of its Preferred Stock, par value $.01 per share
(the "Preferred Stock"), (iii) warrants to purchase Common Stock or Preferred
Stock (the "Warrants"), or (iv) unconditional guarantees (the "Guarantees") of
unsecured Debt Securities (as defined below), with an aggregate public offering
price of up to $125,000,000 (or its equivalent in another currency based on the
exchange rate at the time of sale) in amounts, at prices and on terms to be
determined at the time of offering. Evans Withycombe Residential, L.P. (the
"Operating Partnership") may from time to time offer in one or more series
unsecured non-convertible debt securities ("Debt Securities"), with an aggregate
public offering price of up to $200,000,000 (or its equivalent in another
currency based on the exchange rate at the time of sale) in amounts, at prices
and on terms to be determined at the time of offering. The Debt Securities may
be guaranteed by Guarantees of the Company as to payment of principal, premium,
if any, and interest. The Common Stock, Preferred Stock, Warrants and Debt
Securities (collectively, the "Securities") may be offered, separately or
together, in more separate classes or series, in amounts, at prices and on terms
to be set forth in one or more supplements to this Prospectus (each, a
"Prospectus Supplement"). Any Securities may be offered with other Securities or
separately. Preferred Stock may be convertible into shares of Common Stock.

The specific terms of the 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 Common Stock, 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; and (iii) in the case of
Debt Securities, the specific title, aggregate principal amount, currency, 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 Operating
Partnership or repayment at the option of the holder, terms for sinking fund
payments, covenants and any initial public offering price. In addition, such
specific terms may include limitations on direct or beneficial ownership and
restrictions on transfer of the 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 contain information, where
appropriate, about material United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Securities covered
by such Prospectus Supplement.

The Securities may be offered directly, through agents designated from time
to time by the Company or the Operating Partnership, or to or through
underwriters or dealers. If any agents or underwriters are involved in the sale
of any of the Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set forth, or
will be calculated from the information set forth, in the applicable Prospectus
Supplement. See "Plan of Distribution." No Securities may be sold without
delivery of the applicable Prospectus Supplement describing the method and terms
of the offering of such series of 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
<PAGE>
PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>

Certain persons participating in an offering of Securities may engage in
transactions that stabilize, maintain, or otherwise affect the price of the
Securities. Such transactions may include stabilizing, the purchase of
Securities to cover syndicate short positions and the imposition of penalty
bids. For a description of those activities, see "Underwriting" in the
accompanying Prospectus Supplement.

No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement, and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or the Operating Partnership or by any underwriter,
agent or dealer. This Prospectus and any Prospectus Supplement shall not
constitute an offer to sell or a solicitation of an offer to buy any of the
Securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus and any Prospectus Supplement nor any sale made
thereunder shall, under any circumstances, create any implication that the
information therein is correct as of the time subsequent to the date thereof.

Unless otherwise indicated or as the context otherwise requires, (a)
references to the "Company" shall include the Company's predecessor, Evans
Withycombe, Inc., and its affiliates, predecessors and partners (collectively,
"Evans Withycombe") the Operating Partnership and Evans Withycombe Finance
Partnership, L.P. (the "Financing Partnership") and Evans Withycombe Management,
Inc. (the "Management Company"), and (b) references to the Operating Partnership
shall include the Financing Partnership.

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

AVAILABLE INFORMATION

The Company and the Operating Partnership have filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Securities Act"), covering the Securities offered hereby. This Prospectus omits
certain information and exhibits included in the Registration Statement, copies
of which may be obtained upon payment of a fee prescribed by the Commission or
may be examined free of charge at the principal office of the Commission in
Washington, D.C. Statements contained in this Prospectus as to the content of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of the contract or other document filed
as an exhibit to the Registration Statement, each statement being qualified in
all respects by such reference and the exhibits and schedules thereto. For
further information regarding the Company, the Operating Partnership and the
Securities offered hereby, reference is hereby made to the Registration
Statement, including the exhibits and schedules thereto, which may be inspected
without charge at the Commission's principal office at 450 Fifth Street, N.W.,
Washington, D.C. and copies of the Registration Statement or any part thereof
may be obtained from such office, upon payment of the fees prescribed by the
Commission.

The Company is and the Operating Partnership will be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith the Company files and the
Operating Partnership will file reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information filed
with the Commission by the Company and the Operating Partnership can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 500 West Madison Street, Room
1400, Chicago, Illinois 60661-2511 and at 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock is listed on the New York
Stock Exchange (the "NYSE") and the reports, proxy and information statements
and other information filed by the Company with the NYSE can also be inspected
at the offices of the NYSE at 20 Broad Street, New York,

2
<PAGE>
New York 10005. The Commission maintains a website that contains reports, proxy
and information statements and other information filed electronically with the
Commission at http://www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company (File No. 1-13256) and the
Operating Partnership (File No. 0-22109) with the Commission pursuant to the
Exchange Act are incorporated herein by reference.

(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission on February 6, 1997, as
amended on Form 10-K/A on March 11, 1997;

(2) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on August 1,
1994;

(3) the Company's Current Report on Form 8-K filed with the Commission on
February 13, 1997;

(4) the Operating Partnership's Registration Statement on Form 10 filed with
the Commission on February 6, 1997, as amended on Form 10/A on March 11,
1997; and

(5) all other documents filed by the Company and/or the Operating
Partnership pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the filing of
a post-effective amendment which indicates that all Securities offered
hereby have been sold or which deregisters all Securities then remaining
unsold.

Any statement contained in a document all or a portion of which is
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 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 documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Evans Withycombe
Residential, Inc., Attention: Secretary, 6991 East Camelback Road, Suite A-200,
Scottsdale, Arizona 85251, telephone number: (602) 840-1040.

RISK FACTORS

This Prospectus, including the documents incorporated by reference herein,
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"). Also, documents
subsequently filed by the Company or the Operating Partnership with the
Commission and incorporated herein by reference, as well as the Prospectus
Supplements accompanying this Prospectus, will contain forward-looking
statements. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth below and
the matters set forth or incorporated in this Prospectus or any Prospectus
Supplement. The Company and the Operating Partnership caution the reader,
however, that this list of factors may not be exhaustive, particularly with
respect to future filings. Prospective investors should carefully consider,
among other factors, the matters described below before purchasing any of the
Securities offered hereby.

REAL ESTATE INVESTMENT RISKS

GENERAL RISKS. Real property investments are subject to varying degrees of
risk. The yields available from equity investments in real estate depend on the
amount of income generated and expenses incurred.

3
<PAGE>

If the Company's Communities do not generate revenues sufficient to meet
operating expenses, including debt service and capital expenditures, the
Company's cash flow and ability to make distributions to its shareholders will
be adversely affected. A multifamily apartment community's revenues and value
may be adversely affected by a number of factors including: the national
economic climate; the local economic climate (which may be adversely impacted by
plant closings, industry slowdowns, changing demographics, military base
closings and other factors); local real estate conditions (such as oversupply of
or reduced demand for apartments); the perceptions by prospective residents of
the safety, convenience and attractiveness of the communities or neighborhoods
in which they are located and the quality of local schools and other amenities;
the ability of the owner to provide adequate management, maintenance and
insurance; and increased operating costs (including real estate taxes and
utilities). Certain significant expenditures associated with each equity
investment (such as mortgage payments, if any, real estate taxes, insurance and
maintenance costs) are generally not reduced when circumstances cause a
reduction in income from the investment. If a property is mortgaged to secure
payment of indebtedness, and if the Company is unable to meet its mortgage
payments, a loss could be sustained as a result of foreclosure on the property
or the exercise of other remedies by the mortgagee. In addition, real estate
values and income from properties are also affected by such factors as
applicable laws, including tax laws, interest rate levels and the availability
of financing.

OPERATING RISKS. The Communities are subject to all operating risks common
to multifamily apartment communities in general, any and all of which might
adversely affect apartment occupancy or rental rates. Increases in unemployment
in the areas in which the communities owned or managed by the Company are
located might adversely affect multifamily apartment occupancy or rental rates.
Increases in operating costs due to inflation and other factors may not
necessarily be offset by increased rents. Residents may be unable or unwilling
to pay rent increases. If operating expenses increase, the local rental market
may limit the extent to which rents may be increased to meet increased expenses
without decreasing occupancy rates. If any of the above occurs, the Company's
ability to make distributions to shareholders could be adversely affected.

DEPENDENCE ON PRIMARY MARKETS. The Communities are located in Arizona and
selected sub-markets in Southern California, and the Company's performance could
be adversely affected by economic conditions in, and other factors relating to,
these geographic areas, including supply and demand for apartments in these
areas, zoning or other regulatory conditions and competition from other
available apartments and alternative forms of housing. These and other factors
or a decline in the economy or real estate values in the Arizona markets and
selected sub-markets of Southern California may adversely affect the ability of
the Company to make distributions to its shareholders.

ENVIRONMENTAL RISKS. Under various federal, state and local laws,
ordinances and regulations, the Company may be considered an owner or operator
of real property or may have arranged for the disposal or treatment of hazardous
or toxic substances and, therefore, may become liable for the costs of removal
or remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the Company
knew of, or was responsible for, the presence of such hazardous or toxic
substances.

RISKS OF DEVELOPMENT ACTIVITIES. The Company intends to continue to
actively pursue development projects, including the expansion of existing
apartment communities. Such projects generally require the expenditure of
capital as well as various forms of government and other approvals, the receipt
of which cannot be assured. Consequently, there can be no assurance that any
such projects will be completed or that such projects will prove to be
profitable.

COMPETITION. There are numerous housing alternatives that compete with the
Communities in attracting residents. The Communities compete directly with other
multifamily rental apartments and single family homes that are available for
rent in the markets in which the Communities are located. The

4
<PAGE>

Communities also compete for residents with new and existing homes and
condominiums. In addition, other competitors for development and acquisitions of
properties may have greater resources than the Company.

UNINSURED LOSS. The Company carries comprehensive liability, fire, extended
coverage and rental loss insurance with respect to all of the Communities, with
policy specifications, insured limits and deductibles customarily carried for
similar properties. There are, however, certain types of losses (such as losses
arising from acts of war or from earthquakes) that are not generally insured
because they are either uninsurable or not economically insurable. Should an
uninsured loss or a loss in excess of insured limits occur, the Company could
lose its capital invested in a property, as well as the anticipated future
revenues from such property and would continue to be obligated on any mortgage
indebtedness or other obligations related to the property. Any such loss would
adversely affect the Company and its ability to make distributions.

NO LIMITATION ON INCURRENCE OF DEBT

The Company currently has a policy of incurring debt only if upon such
incurrence the ratio of debt to total market capitalization (I.E., the total
consolidated debt of the Company as a percentage of the market value of issued
and outstanding Common Stock and Units plus total consolidated debt) would be
50% or less, but the organizational documents of the Company do not contain any
limitation on the amount of indebtedness the Company may incur. Accordingly, the
Board of Directors could alter or eliminate this policy. If this policy were
changed, the Company could become more highly leveraged, resulting in an
increase in debt service that could adversely affect the Company's cash
available for distribution to shareholders and could increase the risk of
default on the Company's indebtedness.

LIMITATIONS ON ACQUISITION AND CHANGE IN CONTROL

In addition to the Ownership Limit, certain provisions contained in the
Company's Charter and under Maryland law may have the effect of discouraging a
third party from making an acquisition proposal for the Company and may thereby
inhibit a change in control of the Company. For example, such provisions may (i)
deter tender offers for the Common Stock, which offers may be beneficial to
shareholders or (ii) deter purchases of large blocks of Common Stock, thereby
limiting the opportunity for shareholders to receive a premium for their Common
Stock over then-prevailing market prices. See "Description of the Capital
Stock--Common Shares" and "Certain Provisions of Maryland Law and of the
Company's Charter and Bylaws."

ADVERSE IMPACT ON DISTRIBUTIONS OF FAILURE TO QUALIFY AS A REIT

Since the Company's commencement of operations in 1994, the Company has
operated in a manner to qualify as a REIT under the Code, and the Company
intends to continue to operate in such a manner so as to permit the Company to
qualify as a REIT under the Code. Although the Company believes that it will
continue to operate in such a manner, no assurance can be given that the Company
will remain qualified as a REIT. 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 shareholders in computing taxable income and would be subject
to Federal income tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates.

5
<PAGE>
THE COMPANY AND THE OPERATING PARTNERSHIP

The Company operates as a self-administered and self-managed real estate
investment trust (a "REIT") and conducts all of its operations through the
Operating Partnership, either directly or through subsidiaries. A corporate REIT
is a legal entity which holds real estate interests and, through payments of
dividends to shareholders, is permitted to reduce or avoid the payment of
federal income taxes at the corporate level.

The Company is one of the largest developers and managers of upscale
apartment communities in Arizona and has expanded its operation into selected
sub-markets in Southern California. At February 28, 1997 the Company owned and
managed 50 stabilized multifamily apartment communities containing 14,187 units,
of which 44 stabilized multifamily apartment communities are located in Phoenix
and Tucson, Arizona, containing a total of 12,125 units and six stabilized
multifamily apartment communities are located in Southern California and contain
a total of 2,062 units (the "Stabilized Communities"). The Company considers an
apartment community stabilized when it reaches the average occupancy level of
its respective sub-market. The Company is also in the process of developing or
expanding five multifamily apartment communities comprising 1,198 units in its
Arizona markets (the "Communities under Construction," and together with the
Stabilized Communities the "Communities"). The Company is fully integrated with
expertise in development, acquisitions, construction and management of apartment
communities. The Company had approximately 583 employees at January 15, 1997.
For further information about the properties of the Company and the Operating
Partnership, see "Item 2. Properties" in the Company's Annual Report on Form
10-K/A for the year ended December 31, 1996, incorporated herein by reference.

All of the Communities and other assets of the Company are held by, and all
of the Company's operations are conducted through, the Operating Partnership
(either directly or through subsidiaries). The Company is the sole general
partner of, and controls a majority of the limited partnership interests in, the
Operating Partnership. As of December 31, 1996, the Company owned 79.7% of the
outstanding partnership interests in the Operating Partnership. To maintain the
Company's qualifications as a REIT while realizing income from its fee
management and related service business, the Company's management operations are
conducted through the Management Company pursuant to the terms of management
agreements with the Operating Partnership and the Financing Partnership. The
Management Company also provides other services to third parties, including
construction, development and related services.

As of December 31, 1996, the Company and the Operating Partnership had
outstanding indebtedness of $436.2 million. Any applicable Prospectus Supplement
relating to securities offered thereby will set forth the outstanding
indebtedness of the issuer and its subsidiaries as of a recent date. The Company
has been advised by certain rating agencies that any Debt Securities issued
hereunder by the Operating Partnership rather than the Company would be rated
more favorably by such agencies because, in the view of such agencies, Debt
Securities issued by the entity that holds title to the Communities involves
less risk.

The Company was incorporated in Maryland in May 1994. The Operating
Partnership is a Delaware limited partnership that was formed in June 1994. The
principal executive offices of the Company and the Operating Partnership are
located at 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona 85251,
telephone number: (602) 840-1040.

USE OF PROCEEDS

The Company is required, by the terms of the partnership agreement of the
Operating Partnership, to invest the net proceeds of any sale of Common Stock,
Preferred Stock or Warrants in the Operating Partnership in exchange for
additional Units. The use of proceeds from any such sale of Securities shall be
set forth in the applicable Prospectus Supplement. Proceeds from the sales of
Securities initially may be temporarily invested in short-term securities.

6
<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the consolidated ratios of earnings to fixed
charges of the Company and the Operating Partnership.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1996 1995 1994 1993 1992
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................ 1.59x 1.89x 1.83(1)(4) 1.78x(2) (0.08x)(3)
</TABLE>

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

(1) In connection with the repayment of existing indebtedness at the time of the
initial public offering, prepayment penalties and lender participation
(additional interest) totaling $2,594,000 were paid. Prior to the offering,
an Executive Incentive Deferred Compensation Plan was canceled and the
$2,639,000 that was funded by the Company was expensed during 1994.

(2) During 1993, the Company negotiated a discounted payoff of a mortgage loan
secured by an apartment community, the excess of the amount owed for
principal and interest over the amount paid to payoff the loan was recorded
as an extraordinary item-gain on extinguishment of debt. The Company
determined that the carrying value of the community was in excess of net
realizable value. The excess of $1,361,000 was charged to write down of real
estate assets and was recorded in the income (loss) before minority interest
and extraordinary item.

(3) In 1992, the predecessor to the Company had a loss before minority interest
and extraordinary item of $6,709,000, which included a non-cash write down
of real estate assets of $10,284,000 related to one of the Communities. The
predecessor wrote down the carrying value of such Community in conjunction
with the negotiated discounted payoff of the Community's mortgage. The
computation of the ratio of earnings to fixed charges for such year
indicates that earnings were inadequate to cover fixed charges by
approximately $6,801,000.

(4) Ratios of earnings to fixed charges from the period prior to August 17, 1995
relate to the predecessor of the Company and the Operating Partnership.

For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income before minority interest and extraordinary items, and
fixed charges. Fixed charges consist of interest expense, capitalized interest
and amortization of deferred financing costs. To date, the Company has not
issued any Preferred Stock; therefore, the ratios of earnings to combined fixed
charges and preferred stock dividend requirements are the same as the ratios of
earnings to fixed charges presented above.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be issued under an Indenture (the "Indenture"),
between the Operating Partnership and a Trustee (the "Trustee") chosen by the
Operating Partnership and qualified to act as Trustee under the Trust Indenture
Act of 1939, as amended (the "TIA"). The Indenture has been filed as an exhibit
to the Registration Statement of which this Prospectus is a part and will be
available for inspection at the corporate trust office of the trustee or as
described above under "Available Information." The Indenture is subject to, and
governed by, the TIA. The statements made hereunder relating to the Indenture
and the Debt Securities to be issued thereunder are summaries of all material
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, including the definitions therein of certain terms used
below. All section references appearing herein are to sections of the Indenture.
As used in this section "Description of Debt Securities," the "Operating
Partnership" refers to Evans Withycombe Residential, L.P. and the "Company"
refers to Evans Withycombe Residential, Inc., in each case, exclusive of their
respective subsidiaries and affiliates.

7
<PAGE>
GENERAL

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 as sole general partner of the Operating Partnership 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 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 a 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 offered thereby for the specific terms thereof, including:

(1) the title of such Debt Securities and whether such Debt Securities are
guaranteed by the Company or any of its subsidiaries and, if such Debt
Securities are so guaranteed, the terms and conditions of such
guarantee;

(2) any limit on the aggregate principal amount of such Debt Securities that
may be authenticated and delivered under the Indenture;

(3) the percentage of the principal amount at which such Debt Securities
will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of
acceleration of the maturity thereof;

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

(5) the rate or rates, or the method by which such rate or rates shall be
determined, at which such Debt Securities will bear interest, if any,
the date or dates, or the method for determining such date or dates,
from which any interest will accrue, the dates on which any such
interest will be payable, the record dates for such interest payment
dates, or the method by which any 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;

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

(7) the period or periods within which, the price or prices at which, the
currency or currencies, currency unit or units or composite currency or
currencies in 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
Operating Partnership, if the Operating Partnership is to have such an
option;

(8) the obligation, if any, of the Operating Partnership to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof, upon the occurrence of
certain events (such as a change of control) or otherwise, and the
period or periods within which, the price or prices at which, the
currency or currencies, currency

8
<PAGE>
unit or units or composite currency or currencies in 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;

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

(10) if other than the Trustee, the identity of each security registrar
and/or paying agent;

(11) if other than the principal amount thereof, the portion of the principal
amount of the Debt Securities that shall be payable upon declaration of
acceleration of the maturity thereof or the method by which such portion
shall be determined;

(12) if other than U.S. dollars, the currency or currencies in which payment
of the principal of (and premium, if any) or interest or additional
amounts, if any, on the Debt Securities shall be payable or in which the
Debt Securities shall be denominated;

(13) whether the amount of payments of principal of (and premium, if any) or
interest, if any, on the Debt Securities 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;

(14) whether the principal of (and premium, if any) or interest or additional
amounts, if any, on the Debt Securities are to be payable, at the
election of the Operating Partnership or a holder (a "Holder") thereof,
in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Debt Securities are
denominated or stated to be payable, the period or periods within 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 Debt 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 Debt Securities are to be
so payable;

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

(16) any deletions from, modifications of or additions to the events of
default (the "Events of Default") or covenants of the Operating
Partnership with respect to the Debt Securities, whether or not such
Events of Default or covenants are consistent with the Events of Default
or covenants set forth in the Indenture;

(17) whether the Debt Securities will be in certificated or book-entry form
and, if certificated, whether the Debt Securities 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 may be
exchanged for Registered Securities and vice versa (if permitted by
applicable laws and regulations), whether any Debt Securities are to be
issuable initially in temporary global form and whether any Debt
Securities 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 Debt Security may exchange such interests for Debt
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may
occur, and, if Registered Securities are to be issuable as a global Debt
Security, the identity of the depositary for such series;

9
<PAGE>

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

(19) the person to whom any interest on any Registered Security shall be
payable, if other than the person in whose name that Debt Security is
registered at the close of business on the applicable record date (the
"Regular Record Date") for such interest, the manner in which, or the
person to whom any interest on any Bearer Security 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 Debt
Security on an interest payment date (an "Interest Payment Date") will
be paid;

(20) if the defeasance and covenant defeasance provisions described herein
are to be inapplicable or any modification of such provisions;

(21) if the Debt Securities to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Debt Security) 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;

(22) whether and under what circumstances the Operating Partnership will pay
additional amounts on the Debt Securities 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 Operating Partnership will have the option to redeem
such Debt Securities rather than pay such additional amounts (and the
terms of any such option); and

(23) any other terms of such Debt Securities not inconsistent with the terms
of the Indenture.

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"). If material or applicable, 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 described under "Merger, Consolidation or Sale" or as may be set
forth in any Prospectus Supplement, the Indenture does not contain any other
provisions that would limit the ability of the Operating Partnership to incur
indebtedness or that would afford holders of the Debt Securities protection in
the event of (i) a highly leveraged or similar transaction involving the
Operating Partnership, management of the Operating Partnership or the Company,
or any affiliate of any such party, (ii) a change of control or (iii) a
reorganization, restructuring, merger or similar transaction involving the
Operating Partnership that may adversely affect the holders of the Debt
Securities. In addition, subject to the limitations set forth under "Merger,
Consolidation or Sale," the Operating Partnership may, in the future, enter into
certain transactions, such as the sale of all or substantially all of its assets
or the merger or consolidation of the Operating Partnership, that would increase
the amount of the Operating Partnership's indebtedness or substantially reduce
or eliminate the Operating Partnership's assets, which may have an adverse
effect on the Operating Partnership's ability to service its indebtedness,
including the Debt Securities. Under New York law, the term "substantially all
of the Company's assets" is not defined and is, therefore, subject to New York
common law and to judicial interpretation and review in the context of the
unique facts and circumstances of any particular transaction. In light of the
fact that such term is not defined, there may be uncertainty as to whether a
given transaction relates to "substantially all of the assets of the Company."
In addition, 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
the Capital Stock--Restrictions on Ownership." Reference is made to the
applicable Prospectus Supplement for information with respect to any deletions
from,

10
<PAGE>
modifications of or additions to the events of default or covenants that are
described below, including any addition of a covenant or other provision
providing event risk or similar protection.

The applicable Prospectus Supplement will summarize the nature and scope of
any event risk provisions contained in any offered Debt Security, including the
types of events protected by such provisions and any limitations on the
Operating Partnership's ability to satisfy its obligations under such
provisions. The applicable Prospectus Supplement will also summarize
anti-takeover provisions in other securities of the Operating Partnership or the
General Partner, which could have a material effect on the offered Debt
Securities. Such summary will contain a detailed and quantifiable definition of
any "change in control" provision.

Reference is made to "--Certain Covenants" below and to the description of
any additional covenants with respect to a series of Debt Securities in the
applicable Prospectus Supplement. Except as otherwise described in the
applicable Prospectus Supplement, compliance with such covenants generally may
not be waived with respect to a series of Debt Securities by the Board of
Directors of the Company as sole general partner of the Operating Partnership or
by the Trustee unless the Holders of at least a majority in principal amount of
all outstanding Debt Securities of such series consent to such waiver, except to
the extent that the defeasance and covenant defeasance provisions of the
Indenture described under "--Discharge, Defeasance and Covenant Defeasance"
below apply to such series of Debt Securities. See "--Modification of the
Indenture."

GUARANTEES

Any series of Debt Securities may be guaranteed by the Company or any of its
subsidiaries. The applicability and terms of any such Guarantee relating to a
series of Debt Securities will be set forth in the Prospectus Supplement
relating to such Debt Securities.

DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable Prospectus Supplement, the Debt
Securities of any series which are Registered Securities, 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
Debt Securities which are Bearer Securities, other than Bearer Securities issued
in global form (which may be of any denomination), shall be issuable in
denominations of $5,000 (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, provided that, at
the option of the Operating Partnership, payment of interest may be made by
check mailed to the address of the Person entitled thereto as it appears in the
applicable Security Register or by wire transfer of funds to such Person at an
account maintained within the United States (Sections 301, 307 and 1002).

11
<PAGE>
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 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. 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 registration of transfer
thereof at the corporate trust office of the Trustee. Every Debt Security
surrendered for 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
Trustee or the Operating Partnership 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 Operating
Partnership with respect to any series of Debt Securities, the Operating
Partnership 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 Operating Partnership will be required to maintain a transfer
agent in each place of payment for such series. The Operating Partnership may at
any time designate additional transfer agents with respect to any series of Debt
Securities (Section 1002).

Neither the Operating Partnership nor the Trustee shall be required (i) to
issue, register the transfer of or exchange any Debt Security if such Debt
Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before selection of the Debt Securities to be
redeemed and ending at the close of business on (A) if such Debt Securities are
issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (B) if such Debt Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if such Debt 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, 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

The Operating Partnership may consolidate with, or sell, lease or convey all
or substantially all of its assets (see "--General" above) to, or merge with or
into, any other entity, provided that (a) the Operating Partnership shall be the
continuing entity, or the successor entity (if other than the Operating
Partnership) formed by or resulting from any such consolidation or merger or
which shall have received the transfer of such assets shall expressly assume
payment of the principal of (and premium, if any) and interest on all 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 Operating Partnership or any subsidiary of the Operating
Partnership (a "Subsidiary") as a result thereof as having been incurred by the
Operating

12
<PAGE>
Partnership 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).

CERTAIN COVENANTS

EXISTENCE. Except as permitted under "Merger, Consolidation or Sale," the
Operating Partnership is required to do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights and
franchises; provided, however, that the Operating Partnership shall not be
required to preserve any right or franchise if it 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 Operating Partnership is required to cause
all of its material 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 to cause
to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Operating Partnership 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
Operating Partnership and its Subsidiaries shall not be prevented from selling
or otherwise disposing for value their respective properties (Section 1007).

INSURANCE. The Operating Partnership is required to, and is required to
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
financially sound and reputable insurance companies (Section 1008).

PAYMENT OF TAXES AND OTHER CLAIMS. The Operating Partnership is required to
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 its income, profits or property or
that of 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
Operating Partnership or any Subsidiary; provided, however, that the Operating
Partnership 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. The Holders of Debt Securities will be
provided with copies of the annual reports and quarterly reports of the
Operating Partnership. Whether or not the Operating Partnership is subject to
Section 13 or 15(d) of the Exchange Act and for so long as any Debt Securities
are outstanding, the Operating Partnership will, to the extent permitted under
the Exchange Act, be required to file with the Commission the annual reports,
quarterly reports and other documents which the Operating Partnership would have
been required to file with the Commission pursuant to such Section 13 or 15(d)
(the "Financial Statements") if the Operating Partnership 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 Operating Partnership would have been
required so to file such documents if the Operating Partnership were so subject.
The Operating Partnership will also in any event (a) 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 for the Debt
Securities (the "Security Register"), without cost to such Holders, copies of
the annual reports and quarterly reports which the Operating Partnership would
have been required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act if the Operating Partnership were subject to such Sections
and (ii) file with the Trustee copies of the annual reports, quarterly reports
and other documents which the Operating Partnership would have been required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if
the Operating Partnership were subject

13
<PAGE>

to such Sections and (b) if filing such documents by the Operating Partnership
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). Such
written request may be directed to Evans Withycombe Residential, L.P., 6991 East
Camelback Road, Suite A-200, Scottsdale, Arizona 85251, Attention: Secretary,
facsimile (602) 423-8843.

ADDITIONAL COVENANTS. Any additional or different covenants of the
Operating Partnership with respect to any series of Debt Securities will be set
forth in the Prospectus Supplement relating thereto.

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 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 Operating Partnership
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), such default having continued for 60 days after written notice as
provided in the Indenture; (e) default in the payment of an aggregate principal
amount exceeding $5,000,000 of any recourse indebtedness of the Operating
Partnership or any mortgage, indenture or other instrument under which such
indebtedness is issued or by which such indebtedness is secured, after the
expiration of any applicable grace period and having resulted in the
acceleration of the maturity of such indebtedness, but only if such indebtedness
is not discharged or such acceleration is not rescinded or annulled; (f) certain
events of bankruptcy, insolvency or reorganization of the Operating Partnership
or a Significant Subsidiary, or court appointment of a receiver, liquidator or
trustee of the Operating Partnership or any Significant Subsidiary or any of
their respective property; and (g) any other Event of Default provided with
respect to a particular series of Debt Securities. The term "Significant
Subsidiary" means each significant subsidiary (as defined in Regulation S-X
promulgated under the Securities Act) of the Operating Partnership.

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 Securities, the terms of which provide that the principal amount
thereof payable at maturity may be more or less than the principal face amount
thereof at original issuance ("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 Operating Partnership (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 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 may rescind and annul such declaration and its
consequences if (a) the Operating Partnership shall have deposited with the
applicable 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 nonpayment of accelerated principal of (or
specified portion thereof), or premium (if any) or interest on the Debt
Securities of such series 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 or such series or (y) in respect of a

14
<PAGE>
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 will be required to give notice to the Holders of Debt
Securities within 90 days of a default under the Indenture unless such default
has been cured or waived; 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 specified Responsible Officers of the Trustee consider such
withholding to be in the 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 payment of the principal of (and
premium, if any) and interest on such Debt Securities at the respective due
dates thereof (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 thereunder 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 Operating Partnership
must deliver to the Trustee a certificate, signed by one of several specified
officers of the Operating Partnership, 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.

MODIFICATION OF THE INDENTURE

Modifications and amendments of the Indenture will be permitted to be made
by the Operating Partnership only with the consent of the Holders of not less
than a majority in principal amount of all Outstanding Debt Securities or series
of 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 Holders of each such Debt Security affected thereby,
(a) change the Stated Maturity of the principal of, or premium (if any) or any
installment of interest on, any such Debt Security; (b) reduce the principal
amount of, or the rate or amount of interest on, or any premium payable on
redemption of, any such Debt Security, or reduce the amount of principal of an
Original Issue Discount 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, 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; (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; or (f) modify any of the foregoing
provisions or any of the provisions relating to the waiver

15
<PAGE>
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 Holders of such Debt
Security (Section 902). A Debt Security shall be deemed Outstanding
("Outstanding") if it has been authenticated and delivered under the Indenture
unless, among other things, such Debt Security has been canceled or redeemed.

The Indenture provides that the Holders of not less than a majority in
principal amount of a series of Outstanding Debt Securities have the right to
waive compliance by the Operating Partnership with certain covenants relating to
such series of Debt Securities in the Indenture (Section 1014). Modifications
and amendments of the Indenture will be permitted to be made by the Operating
Partnership 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 Operating Partnership as obligor under the Indenture; (ii) to add
to the covenants of the Operating Partnership for the benefit of the Holders of
all or any series of Debt Securities or to surrender any right or power
conferred upon the Operating Partnership in the Indenture; (iii) to add Events
of Default for the benefit of the Holders of all or any series of Debt
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 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; (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 face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Indexed Security pursuant to the
Indenture; and (iv) Debt Securities owned by the Operating Partnership or any
other obligor upon the Debt Securities or any affiliate of the Operating
Partnership or of such other obligor shall be disregarded.

The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series (Section 1501). A meeting will be permitted to be
called at any time by the Trustee, and also, upon request, by the Operating
Partnership or the holders of at least 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 will be permitted to be
adopted by the

16
<PAGE>
affirmative vote of the Holders of 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 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 Operating Partnership 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 Redemption
Date, 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 Operating Partnership may elect either (a) to defease
and be discharged from any and all obligations with respect to such Debt
Securities (except for the obligation 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 and the obligations to register the
transfer or exchange of such Debt Securities, to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities, to maintain an office or agency in
respect of such Debt Securities and 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 1011, inclusive, of the
Indenture (including the restrictions described under "Certain Covenants") and
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 Operating Partnership 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 the stated maturity date specified thereon ("Stated Maturity"), or
Government

17
<PAGE>
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.

A trust will only be permitted to be established in accordance with the
preceding paragraph if, among other things, the Operating Partnership 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, and such
Opinion of Counsel, in the case of defeasance, must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable United States
Federal income tax law occurring after the date of the Indenture (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
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

Unless otherwise provided in the applicable Prospectus Supplement, if after
the Operating Partnership 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 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
Conversion Event based on the applicable market exchange rate. "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 European
Currency Unit, as defined and revised from time to time by the Council of the
European Community ("ECU"), both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European
Community 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.

18
<PAGE>
In the event the Operating Partnership 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 1011, inclusive, 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 Operating Partnership 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.

NO CONVERSION RIGHTS

The Debt Securities will not be convertible into or exchangeable for any
capital stock of the Company or equity interest in the Operating Partnership.

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
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 THE CAPITAL STOCK

GENERAL

The Articles of Incorporation of the Company, as amended and supplemented
from time to time (the "Charter"), provide that the Company may issue up to
110,000,000 shares of capital stock, consisting of 100,000,000 shares of Common
Stock, par value $.01 per share (the "Common Shares"), and 10,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Shares"). Under
Maryland law, shareholders generally are not liable for the corporation's debts
or obligations.

The following summary does not purport to be complete and is qualified in
its entirety by reference to the applicable provisions of Maryland law and the
Company's Charter.

19
<PAGE>
COMMON SHARES

Subject to the preferential rights of any class of Preferred Shares, and to
the provision of the Company's Charter regarding the consequences of actually or
constructively owning Common Shares in violation of the Ownership Limit
Provision (as discussed below), holders of Common Shares are entitled to receive
distributions on such Common Shares if, as and when authorized and declared by
the Board of Directors of the Company out of assets legally available therefor
and to share ratably in the assets of the Company legally available for
distribution to its shareholders in the event of its liquidation, dissolution or
winding-up after payment of, or adequate provision for, all known debts and
liabilities of the Company. The Company intends to continue to make quarterly
distributions to holders of Common Shares.

Subject to the provisions of the Company's Charter regarding the
consequences of actually or constructively owning Common Shares in violation of
the Ownership Limit Provision and to the matters discussed under "Certain
Provisions of Maryland Law and of the Company's Charter and Bylaws--Control
Share Acquisitions," each outstanding Common Share entitles the holder to one
vote on all matters submitted to a vote of shareholders, 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. There is no cumulative voting in the
election of directors, which means that the holders of a majority of the
outstanding Common Shares can elect all of the directors then standing for
election and the holders of the remaining shares will not be able to elect any
directors.

Holders of Common Shares have no conversion, sinking fund or redemption
rights, or preemptive rights to subscribe for any securities of the Company. See
"--Restrictions on Ownership."

Subject to the provisions of the Company's Charter regarding the
consequences of actually or constructively owning Common Shares in violation of
the Ownership Limit Provision, all Common Shares will have equal dividend,
distribution, liquidation and other rights and will have no preference,
appraisal or exchange rights.

Pursuant to the Maryland General Corporation Law (the "MGCL"), a corporation
generally cannot dissolve, amend its charter, merge, sell all or substantially
all of its assets, engage in a share exchange or engage in similar transactions
outside the ordinary course of business unless approved by the affirmative vote
of shareholders holding at least two-thirds of the shares entitled to vote on
the matter unless a lesser percentage (but not less than a majority of all of
the votes to be cast on the matter) is set forth in the corporation's charter.
Under the MGCL, the terms "substantially all of the Company's assets" is not
defined and is, therefore, subject to Maryland common law and to judicial
interpretation and review in the context of the unique facts and circumstances
of any particular transaction. In light of the fact that such term is not
defined, there may be uncertainty as to whether a given transaction relates to
"substantially all of the assets of the Company." The Company's Charter provides
that a majority of all of the votes to be cast is the required vote of
shareholders in such situations, except that any proposal (i) to permit
cumulative voting in the election of directors, (ii) to alter provisions of the
Company's Charter with respect to the classified Board, removal of directors,
amendment of the Company's Bylaws, as amended (the "Bylaws"), preemptive rights,
indemnification of corporate agents and limitation of liability of officers and
directors, or (iii) that would jeopardize the Company's status as a REIT for tax
purposes, requires, in each case, the approval of two-thirds of the Common
Shares entitled to vote. In addition, a number of other provisions of the MGCL
could have a significant effect on the Common Shares and the rights and
obligations of holders thereof. See "Certain Provisions of Maryland Law and of
the Company's Charter and Bylaws."

PREFERRED SHARES

Preferred Shares may be issued from time to time, in one or more classes, as
authorized by the Board of Directors. Prior to issuance of shares of each class,
the Board of Directors is required by the MGCL and the Company's Charter to fix
for each such class, the terms, preferences, conversion or other rights, voting

20
<PAGE>
powers, restrictions, limitations as to dividends or other distributions,
qualifications and terms or conditions of redemption, as are permitted by
Maryland law. The Board could authorize the issuance of Preferred Shares with
terms and conditions which could have the effect of discouraging a takeover or
other transaction which holders of some, or a majority, of the Company's
outstanding shares might believe to be in their best interests or in which
holders of some, or a majority, of shares might receive a premium for their
shares over the market price of such shares. As of the date hereof, no Preferred
Shares are outstanding. If and when issued, the Preferred Shares will be subject
to the restrictions on ownership set forth below.

The applicable Prospectus Supplement will describe the following terms of
any Preferred Shares in respect of which this Prospectus is being delivered (to
the extent applicable to such Preferred Shares): (1) the specific designation,
number of shares, seniority and purchase price; (2) any liquidation preference
per share; (3) any date of maturity; (4) any redemption, repayment or sinking
fund provisions; (5) any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or dates will be
determined); (6) any voting rights; (7) whether the Preferred Shares are
convertible and, if so, the securities or rights into which such Preferred
Shares are convertible (which may include other Preferred Shares) and the terms
and conditions upon which such conversions will be effected including the
initial conversion prices or rates, the conversion period and any other related
provisions; (8) the place or places where dividends and other payments on the
Preferred Shares will be payable; (9) any additional voting, dividend,
liquidation, redemption and other rights, preferences, privileges, limitations
and restrictions, including restrictions directed at maintaining the Company's
REIT status; and (10) all material federal income tax considerations applicable
to such Preferred Shares. The Preferred Shares offered hereby will, when issued,
be fully paid and nonassessable.

RESTRICTIONS ON OWNERSHIP

For the Company to qualify as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), not more than 50% in value of its outstanding
shares may be owned, actually or constructively, by five or fewer individuals
(as defined in the Code to include certain entities) during the last half of a
taxable year and the shares 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). In addition, certain income
received by the Company from related parties will not be treated as "rents from
real property" in determining whether the Company satisfies the REIT income
tests. Because the Board of Directors believes it is essential for the Company
to qualify as a REIT, the Board of Directors has adopted, and the shareholders
have approved, a provision in the Charter restricting the acquisition of shares
of the Company's capital stock (the "Ownership Limit Provision").

The Ownership Limit Provision provides that, subject to certain exceptions,
no shareholder may actually own, beneficially own (within the meaning of Section
13(d)(3) of the Exchange Act), or be deemed to own by virtue of the constructive
ownership provisions of the Code, more than the Ownership Limit, which is equal
to 9.8% of the lesser in value of the total number or value of the outstanding
Common Shares or Preferred Shares (or such other number or value of Preferred
Shares as the Board of Directors may determine in fixing the terms of the
Preferred Shares). The constructive ownership rules of the Code are complex and
may cause shares owned actually or constructively by two or more related
individuals and/ or entities to be constructively owned by one individual or
entity. As a result, the acquisition of less than 9.8% of the outstanding Common
Shares or 9.8% (or such other number or value) of the Preferred Shares (or the
acquisition of an interest in an entity which owns shares) by an individual or
entity could cause that individual or entity (or another individual or entity)
to own constructively in excess of 9.8% of the outstanding Common Shares or 9.8%
(or such other number or value) of the outstanding Preferred Shares, and thus
subject such shares to the Ownership Limit Provision. The Ownership Limit
Provision also prohibits the acquisition or transfer of Common Shares and
Preferred Shares if the acquisition or transfer would result in the outstanding
shares of capital stock of the Company being owned by fewer than

21
<PAGE>
100 persons, and prohibits actual or constructive ownership of capital stock if
as a result of such ownership the Company would violate the "five or fewer" rule
discussed above or would otherwise cause the Company to fail to qualify as a
REIT.

The Board of Directors may in its sole discretion waive the Ownership Limit
with respect to a particular acquisition of actual or constructive ownership of
the Company's shares, provided certain conditions are met. The Board of
Directors is not required to consider a request for such waiver, and, as a
condition for granting such a waiver, the Board of Directors may require
opinions of counsel or rulings satisfactory to it and/or an undertaking from the
applicant with respect to preserving the REIT status of the Company.

Except as provided below, in the event of a transfer, acquisition or other
ownership of the Company's capital stock (including any constructive acquisition
or transfer or ownership) in violation of the Ownership Limit Provision, such
transfer, acquisition or ownership shall be null and void from inception, as
though it had not occurred, and the intended transferee or owner will acquire no
rights to, or economic interest in, the shares.

The Charter provides that, if the Board of Directors requests and receives a
ruling from the IRS or an opinion of counsel satisfactory to the Board of
Directors and is otherwise satisfied such actions can be taken without
jeopardizing the Company's REIT status, shares of the Company's capital stock
owned, actually or constructively, or transferred to or otherwise acquired,
actually or constructively, by a person in violation of the Ownership Limit
Provision ("Prohibited Shares") will become subject to a mechanism that, in
effect, is designed to prohibit the person who purported to acquire those shares
from voting, receiving dividends or other distributions, and participating in
the appreciation in value of those shares. In general, pursuant to this
mechanism, the Prohibited Shares would automatically be transferred to a trustee
of a trust, the beneficiary of which would be one or more charitable
organizations, at the close of business on the day preceding the violative
transaction. The intended owner of the Prohibited Shares would have no right to
vote or receive distributions on the Prohibited Shares, and generally would be
entitled to receive only the net proceeds from a sale of the Prohibited Shares,
or the purchase price paid by such person for the Prohibited Shares (or value as
of the date of the acquisition, in the case of an acquisition other than a
purchase), whichever is less. The Company will have a right to purchase the
Prohibited Shares for fair market value during a specified period. Until the
Board of Directors requests and receives a ruling from the IRS or an opinion of
counsel and is otherwise satisfied that implementation of these provisions will
not jeopardize the Company's REIT status, these provisions will not take effect
and attempted transfers or ownership of shares in violation of the Ownership
Limit Provision will be void from inception, as though they had not occurred.

The Ownership Limitation Provision contains an exception for Common Shares
acquired by affiliates of Aldrich, Eastman and Waltch, L.P. ("AEW") and funds
managed by an affiliate of Copley Real Estate Advisors, Inc. ("Copley") in the
transactions undertaken in connection with the formation of the Company (the
"Formation Shares"), that are intended to prevent such entities from violating
the Ownership Limitation Provision as a result of participating in such
transactions. This exception continues to apply to Formation Shares in the hands
of a direct and indirect transferee of these entities, provided the transferee
is a qualified pension fund and other conditions are met.

The Ownership Limit Provision will not be automatically removed even if the
REIT provisions of the Code are changed so as to remove any ownership
concentration limitation. Except as otherwise described above, any change of the
Ownership Limit Provision would require an amendment to the Charter. Such
amendment to the Charter requires the affirmative vote of holders owning a
majority of the outstanding shares entitled to vote, unless such amendment would
cause the Company to lose its status as a REIT for tax purposes, in which event
the affirmative vote of holders of two-thirds of the outstanding shares entitled
to vote would be required. In addition to preserving the Company's status as a
REIT, the Ownership Limit

22
<PAGE>
Provision may have the effect of precluding an acquisition of control of the
Company without the approval of the Board of Directors.

All certificates representing Common Shares bear a legend referring to the
restrictions described above.

All persons who own a specified percentage (or more) of the outstanding
shares of the Company's capital stock must file a statement with the Company
containing information regarding their ownership of Common Shares, as set forth
in the income tax regulations promulgated under the Code (the "Treasury
Regulations").

TRANSFER AGENT AND REGISTRAR

The Company has appointed Norwest Bank, Minnesota, National Association as
its transfer agent and registrar.

CERTAIN PROVISIONS OF MARYLAND LAW
AND OF THE COMPANY'S CHARTER AND BYLAWS

The following paragraphs summarize certain provisions of Maryland law and
the Company's Charter and Bylaws. The summary does not purport to be complete
and is subject to and qualified in its entirety by reference to the Company's
Charter and Bylaws, copies of which are filed as exhibits to the Registration
Statement of which this Prospectus is a part, and to Maryland law.

CLASSIFICATION OF THE BOARD OF DIRECTORS

The Company's Charter provides that the initial number of directors of the
Company was three (3), which number may be increased or decreased pursuant to
the Bylaws of the Company but in no event shall be less than the minimum number
required by the MGCL, which in the case of the Company is three (3). The
Company's Bylaws currently provide that the number of directors of the Company
may be established by the Board of Directors but may not be fewer than the
minimum number required by the MGCL nor more than fifteen (15). The Company has
set the number of directors to seven (7). Any vacancy will be filled, at any
regular meeting or at any special meeting called for that purpose, by a majority
of the remaining directors, except that a vacancy resulting from an increase in
the number of directors will be filled by a majority of the entire board of
directors. Pursuant to the terms of the Charter, the directors are divided into
three classes. One class was re-elected to a term expiring in 1998, another
class was re-elected to a term expiring in 1999 and the remaining class holds
office initially for a term expiring at the annual meeting of shareholders to be
held in 1997. As the term of each class expires, directors in that class will be
elected for a term of three years and until their successors are duly elected
and qualify. The Company believes that classification of the Board of Directors
will help to assure the continuity and stability of the Company's business
strategies and policies as determined by the Board of Directors.

The classified director provision could have the effect of making the
removal of incumbent directors more time-consuming and difficult, which could
discourage a third party from making a tender offer or otherwise attempting to
obtain control of the Company, even though such an attempt might be beneficial
to the Company and its shareholders. At least two annual meetings of
shareholders, instead of one, will generally be required to effect a change in a
majority of the Board of Directors. Thus, the classified board provision could
increase the likelihood that incumbent directors will retain their positions.
Holders of voting shares will have no right to cumulative voting for the
election of directors. Consequently, at each annual meeting of shareholders, the
holders of a majority of shares entitled to vote will be able to elect all of
the successors of the class of directors whose term expires at that meeting.

23
<PAGE>
REMOVAL OF DIRECTORS

The Charter provides that a director may be removed with or without cause by
the affirmative vote of at least two-thirds of the votes entitled to be cast in
the election of directors, and by the vote required to elect a director, the
shareholders may fill a vacancy on the Board resulting from removal. Section
2-406B of the MGCL permits a director to be removed with cause, but neither the
MGCL nor the Company's charter defines "cause" in connection therewith. This
provision, when coupled with the provision in the Bylaws authorizing the Board
of Directors to fill vacant directorships, could preclude shareholders from
removing incumbent directors except upon a substantial affirmative vote and
filling the vacancies created by such removal with their own nominees.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Charter limits the liability of the Company's directors and
officers to the Company and its shareholders to the fullest extent permitted
from time to time by Maryland law. Maryland law presently permits the liability
of directors and officers to a corporation or its shareholders for money damages
to be limited, except (i) to the extent that it is proved that the director or
officer actually received an improper benefit or profit, or (ii) to the extent
that a judgment or other final adjudication is entered in a proceeding based on
a finding that the director's or officer's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. This provision does not limit the ability
of the Company or its shareholders to obtain other relief, such as an injunction
or rescission.

The Company's Charter and Bylaws require the Company to indemnify its
directors, officers and certain other parties to the fullest extent permitted
from time to time by Maryland law. The Charter also permits the Company to
indemnify employees, agents and other persons acting on behalf of or at the
request of the Company. The MGCL permits a corporation to indemnify its
directors, officers and certain other parties 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 to or at the request of the corporation, unless it is established
that: (i) the act or omission of the indemnified party was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty; (ii) the indemnified party actually
received an improper personal benefit; or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided, however, that
if the proceeding is one by or in the right of the corporation, indemnification
may not be made with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer in which the director or officer was
adjudged to be liable on the basis that personal benefit was improperly
received. The termination of any proceeding by conviction, or upon a plea of
nolo contendere or its equivalent, or an entry of any order of probation prior
to judgment, creates a rebuttable presumption that the director or officer did
not meet the requisite standard of conduct required for indemnification to be
permitted. It is the position of the Commission that indemnification of
directors and officers for liabilities arising under the Securities Act is
against public policy and is unenforceable pursuant to Section 14 of the
Securities Act.

BUSINESS COMBINATIONS

Under the MGCL, certain "business combinations" (including a merger,
consolidation, share exchange, or, in certain circumstances, an asset transfer
or issuance or reclassification of equity securities) between a Maryland
corporation and any person who directly or indirectly beneficially owns ten
percent or more of the voting power of the corporation's shares or an affiliate
of the corporation who, at any time within the two-year period prior to the date
in question, was the beneficial owner of ten percent or more of

24
<PAGE>
the voting power of the then-outstanding voting stock of the corporation (an
"Interested Shareholder") or an affiliate thereof are prohibited for five years
after the most recent date on which the Interested Shareholder became an
Interested Shareholder. Thereafter, any such business combination must be
recommended by the Board of Directors of such corporation and approved by the
affirmative vote of at least (a) 80% of the votes entitled to be cast by holders
of outstanding voting shares of the corporation and (b) two-thirds of the votes
entitled to be cast by holders of outstanding voting shares of the corporation
other than shares held by the Interested Shareholder with whom the business
combination is to be effected, unless, among other things, the corporation's
shareholders receive a minimum price (as defined in the MGCL) for their shares
and the consideration is received in cash or in the same form as previously paid
by the Interested Shareholder for its shares. These provisions of Maryland law
do not apply, however, to business combinations that are approved or exempted by
the Board of Directors of the corporation prior to the time that the Interested
Shareholder becomes an Interested Shareholder. The Board of Directors has
exempted from these provisions of the MGCL any business combination with certain
officers of the Company including Stephen O. Evans and F. Keith Withycombe, and
Evans Withycombe, certain institutional investors that participated in the
formation of the Company and all present or future affiliates or associates of,
or any other person acting in concert or as a group with, any of the foregoing
persons.

CONTROL SHARE ACQUISITIONS

The MGCL provides that "control shares" of a Maryland corporation acquired
in a "control share acquisition" have no voting rights except to the extent
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares of stock owned by the acquiror or by officers or directors who
are employees of the corporation. "Control Shares" are voting shares of stock
which, if aggregated with all other such shares of stock previously acquired by
such person, or in respect of which such person is able to exercise or direct
the exercise of voting power, would entitle the acquiror directly or indirectly
to exercise voting power in electing directors within one of the following
ranges of voting power: (i) one-fifth or more but less than one-third, (ii)
one-third or more but less than a majority or (iii) a majority of all voting
power. Control shares do not include shares the acquiring person is then
entitled to vote as a result of having previously obtained shareholder approval.
A "control share acquisition" means the acquisition of control shares, subject
to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon
satisfaction of certain conditions (including an undertaking to pay expenses),
may compel the Board of Directors to call a special meeting of shareholders to
be held within 50 days of demand to consider the voting rights of the shares. If
no request for a meeting is made, the corporation may itself present the
question at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by the statute, then,
subject to certain conditions and limitations, the corporation may redeem any or
all of the control shares (except those for which voting rights have previously
been approved) for fair value determined without regard to the absence of voting
rights for control shares, as of the date of the last control share acquisition
or of any meeting of shareholders at which the voting rights of such shares are
considered and not approved. If voting rights for control shares are approved at
a shareholders meeting and, as a result, the acquiror becomes entitled to vote a
majority of the then outstanding shares entitled to vote, all other shareholders
may exercise appraisal rights. The fair value of the shares as determined for
purposes of such appraisal rights may not be less than the highest price per
share paid in the control share acquisition, and certain limitations and
restrictions otherwise applicable to the exercise of dissenters' rights do not
apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares acquired in a
merger, consolidation or share exchange if the corporation is a party to the
transaction, or to acquisitions approved or exempted by the charter or bylaws of
the corporation.

25
<PAGE>
The Bylaws of the Company contain a provision exempting from the control
share acquisition statute any and all acquisitions of Shares by any officer or
director of the Company and by Stephen O. Evans, F. Keith Withycombe, Evans
Withycombe, certain institutional investors and all present or future affiliates
or associates of, or any other person acting in concert or as a group with, any
of the foregoing persons. There can be no assurance that such provision will not
be amended or eliminated at any point in the future.

AMENDMENTS TO THE CHARTER

The Company's Charter may be amended only by the affirmative vote of the
holders of not less than a majority of all of the votes entitled to be cast on
the matter, except that any proposal (i) to permit cumulative voting in the
election of directors; (ii) to alter provisions of the Company's Charter with
respect to the classified Board, removal of directors, amendment of the Bylaws,
preemptive rights, indemnification of corporate agents and limitation of
liability of officers and directors; or (iii) that would jeopardize the
Company's status as a REIT for tax purposes, requires, in each case, the
approval of two-thirds of the shares entitled to vote. The Company's Bylaws may
be amended by the affirmative vote of holders of not less than two-thirds of all
of the votes entitled to be cast on the matter. Subject to the right of the
shareholders to adopt, alter and repeal Bylaws, the Board of Directors is
authorized to adopt, alter or repeal the Bylaws.

DISSOLUTION OF THE COMPANY

The dissolution of the Company must be approved by the affirmative vote of
the holders of not less than a majority of all of the votes entitled to be cast
on the matter.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND NEW BUSINESS

The Bylaws of the Company provide that (a) with respect to an annual meeting
of shareholders, nominations of persons for election to the Board of Directors
and the proposal of business to be considered by shareholders may be made only
(i) pursuant to the Company's notice of the meeting, (ii) by the Board of
Directors or (iii) by a shareholder who is entitled to vote at the meeting and
has complied with the advance notice procedures set forth in the Bylaws, and (b)
with respect to special meetings of shareholders, only the business specified in
the Company's notice of meeting may be brought before the meeting of
shareholders, and nominations of persons for election to the Board of Directors
may be made only (i) pursuant to the Company's notice of the meeting, (ii) by
the Board of Directors or (iii) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by a shareholder who
is entitled to vote at the meeting and has complied with the advance notice
provisions set forth in the Bylaws.

The provisions in the Charter on classification of the Board of Directors,
the business combination provisions of the MGCL and, control share acquisition
provisions of the MGCL, and the advance notice provisions of the Bylaws could
have the effect of discouraging a takeover or other transaction in which holders
of some, or a majority, of the shares 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 interests.

DESCRIPTION OF WARRANTS

The Company may issue warrants to purchase Preferred Stock (the "Preferred
Stock Warrants") or Common Stock (the "Common Stock Warrants," together with the
Preferred Stock Warrants, the "Warrants"). Warrants may be issued independently
or together with any Securities and may be attached to or separate from such
Securities. The Warrants are to be issued under warrant agreements (each, a
"Warrant Agreement") to be entered into between the Company and a bank or trust
company, as warrant agent (the

26
<PAGE>
"Warrant Agent"), all as shall be set forth in the Prospectus Supplement
relating to the Warrants being offered pursuant thereto.

WARRANTS

The applicable Prospectus Supplement will describe the following terms of
Preferred Stock Warrants and Common Stock Warrants in respect of which this
Prospectus is being delivered: (1) the title of such Warrants; (2) the
Securities for which such Warrants are exercisable; (3) the price or prices at
which such Warrants will be issued; (4) the number of such Warrants issued with
each share of Preferred Stock or Common Stock: (5) any provisions for adjustment
of the number or amount of shares of Preferred Stock or Common Stock receivable
upon exercise of such Warrants or the exercise price of such Warrants; (6) if
applicable, the date on and after which such Warrants and the related Preferred
Stock or Common Stock will be separately transferable; (7) if applicable, a
discussion of material federal income tax considerations; (8) any other terms of
such Warrants, including terms, procedures and limitations relating to the
exchange and exercise of such Warrants; (9) the date on which the right to
exercise such Warrants shall commence, and the date on which such right shall
expire; and (10) the maximum or minimum number of such Warrants which may be
exercised at any time.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder of Warrants to purchase for cash such
shares of Preferred Stock or Common Stock at such exercise price as shall in
each case be set forth in, or be determinable as set forth in, the Prospectus
Supplement relating to the Warrants offered thereby. Warrants may be exercised
at any time up to the close of business on the expiration date set forth in the
Prospectus Supplement relating to the Warrants offered thereby. After the close
of business on the expiration date, unexercised Warrants will become void.

Warrants may be exercised as set forth in the Prospectus Supplement relating
to the Warrants offered thereby. Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus Supplement,
the Company will, as soon as practicable, forward the shares of Preferred Stock
or Common Stock purchasable upon such exercise. If less than all of the Warrants
represented by such warrant certificate are exercised, a new warrant certificate
will be issued for the remaining Warrants.

FEDERAL INCOME TAX CONSIDERATIONS

The following is a brief and general summary of material provisions that
currently govern the federal income tax treatment of the Company and its
stockholders. Investors are urged to consult their own tax advisors with respect
to the appropriateness of an investment in the Securities and with respect to
the tax consequences arising under federal law and the laws of any state,
municipality or other taxing jurisdiction, including tax consequences resulting
from such investor's own tax characteristics. In particular, foreign investors
should consult their own tax advisors concerning (i) income taxes on effectively
connected income, (ii) withholding taxes on dividends or interest, (iii) branch
profits taxes, (iv) taxes imposed under the Foreign Investment in Real Property
Tax Act and (v) other tax consequences that may arise under federal, state or
local law.

TAXATION OF THE COMPANY

The Company believes it has operated, and the Company intends to continue to
operate, in such a manner as to qualify as a REIT under the Code, but no
assurance can be given that it will at all times so qualify. The provisions of
the Code pertaining to REITs are highly technical and complex. For the
particular provisions that govern the federal income tax treatment of the
Company and its stockholders,

27
<PAGE>
reference is made to Section 856 through 860 of the Code and the regulations
thereunder. The following summary is qualified in its entirety by such
reference.

Under the Code, if certain requirements are met in a taxable year, a REIT
generally will not be subject to federal income tax with respect to income that
it distributes to its stockholders. If the Company fails to qualify during any
taxable year as a REIT, unless certain relief provisions are available, it will
be subject to tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates, which could have a material adverse
effect upon its stockholders.

In any year in which the Company qualifies to be taxed as a REIT,
distributions made to its stockholders out of current or accumulated earnings
and profits will be taxed to stockholders as ordinary income except that
distributions of net capital gains designated by the Company as capital gain
dividends will be taxed as long-term capital gain income to the stockholders. To
the extent that distributions exceed current or accumulated earnings and
profits, they will constitute a return of capital, rather than dividend or
capital gain income, and will reduce the basis for the stockholders' capital
stock with respect to which the distribution is paid and, to the extent that
they exceed such basis, will be taxed in the same manner as gain from the sale
of those shares of capital stock.

TAX ASPECTS OF THE COMPANY'S INVESTMENT IN THE OPERATING PARTNERSHIP

The following discussion summarizes material federal income tax
considerations applicable solely to the Company's investment in the Operating
Partnership. The discussion does not cover state or local tax laws or any
federal tax laws other than income tax laws.

The Company holds a direct ownership interest in the Operating Partnership.
In general, partnerships are "pass-through" entities which are not subject to
federal income tax. Rather, partners are allocated their proportionate shares of
the items of income, gain, loss, deduction and credit of a partnership, and are
potentially subject to tax thereon, without regard to whether the partners
receive a distribution from the partnership. The Company includes its
proportionate share of the foregoing Operating Partnership items for purposes of
the various REIT income tests and in the computation of its REIT taxable income.
Any resultant increase in the Company's REIT taxable income increases its
distribution requirements, but is not subject to federal income tax in the hands
of the Company provided that such income is distributed by the Company to its
stockholders. Moreover, for purposes of the REIT asset tests, the Company
includes its proportionate share of assets held by the Operating Partnership.

The Company's interest in the Operating Partnership involves special tax
considerations, including the possibility of a challenge by the Internal Revenue
Service (the "Service") of the status of the Operating Partnership as a
partnership (as opposed to an association taxable as a corporation) for Federal
income tax purposes. If the Operating Partnership were to be treated as an
association, it would be taxable as a corporation. In such a situation, the
Operating Partnership would be required to pay income tax at corporate rates on
its net income, and distributions to its partners would constitute dividends
that would not be deductible in computing net income. In addition, the character
of the Company's assets and items of gross income would change, which would
preclude the Company from satisfying the asset test and possibly the income
tests, and in turn would prevent the Company from qualifying as a REIT. See
"Taxation of the Company" above for a discussion of the effect of the Company's
failure to meet such tests for a taxable year.

PLAN OF DISTRIBUTION

The Securities may be sold (i) through agents, (ii) through underwriters,
(iii) through dealers or (iv) directly to purchasers. The distribution of
Securities may be effected from time to time in one or more transactions at a
fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices relating to such prevailing market prices or at
negotiated prices.

28
<PAGE>
Offers to purchase the Securities may be solicited by agents designated by
the Company or the Operating Partnership, from time to time. Any such agent
involved in the offer or sale of the Securities will be named, and any
commissions payable by the Company or the Operating Partnership to such agent
will be set forth in the Prospectus Supplement. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the Securities so
offered and sold.

If an underwriter or underwriters are utilized in the sale of Securities,
the Company or the Operating Partnership, as the case may be, will execute an
underwriting agreement with such underwriter or underwriters at the time an
agreement for such sale is reached, and the names of the specific managing
underwriter or underwriters, as well as any other underwriters, and the terms of
the transactions, including compensation of the underwriters and dealers, if
any, will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities.

If a dealer is utilized in the sale of the Securities, the Company or the
Operating Partnership, as the case may be, will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. The
name of the dealer and the terms of the transactions will be set forth in the
Prospectus Supplement relating thereto.

Offers to purchase the securities may be solicited directly by the Company
or the Operating Partnership and sales thereof may be made by the Company or the
Operating Partnership directly to institutional investors or others. The terms
of any such sales will be described in the Prospectus Supplement relating
thereto.

Agents, underwriters and dealers may be entitled under agreements which may
be entered into with the Company or the Operating Partnership to indemnification
by the Company or the Operating Partnership, as the case may be, against certain
liabilities, including liabilities under the Securities Act, and any such
agents, underwriters or dealers, or their affiliates may be customers of, engage
in transactions with or perform services for the Company or the Operating
Partnership in the ordinary course of business.

If so indicated in the applicable Prospectus Supplement, the Company or the
Operating Partnership will authorize dealers acting as the Company's agents and
underwriters to solicit offers by certain institutions to purchase Securities
from the Company or the Operating Partnership 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 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 or
the Operating Partnership, as the case may be. Contracts will not be subject to
any conditions except (i) the purchase by an institution of the 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 Securities are being sold to underwriters, the Company
or the Operating Partnership, as the case may be, shall have sold to such
underwriters the total principal amount of the Securities less the principal
amount thereof covered by Contracts.

EXPERTS

The financial statements of Evans Withycombe Residential, Inc. (the Company)
and Evans Withycombe Residential Group (the Predecessor) appearing in the
Company's Annual Report (Form 10-K/A) for the year ended December 31, 1996 and
the financial statements of Evans Withycombe Residential, L.P. (the Operating
Partnership) appearing in the Operating Partnership's Registration

29
<PAGE>

Statement on Form 10/A, incorporated herein by reference, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

LEGAL MATTERS

The validity of the Debt Securities offered hereby will be passed upon for
the Operating Partnership by Gibson, Dunn & Crutcher LLP, Los Angeles,
California and the validity of the Common Stock, Preferred Stock and Warrants
offered hereby will be passed upon for the Company by Ballard Spahr Andrews &
Ingersoll, Baltimore, Maryland. Gibson, Dunn & Crutcher LLP will rely as to all
matters of Maryland law, including the legality of the Common Stock, on the
opinion of Ballard Spahr Andrews & Ingersoll.

30
<PAGE>
- ------------------------------------------------
------------------------------------------------
- ------------------------------------------------
------------------------------------------------

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 OPERATING PARTNERSHIP OR THE UNDERWRITERS.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES IN ANY JURISDICTION IN
WHICH SUCH OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE OPERATING PARTNERSHIP OR THE COMPANY SINCE
THE DATEAS OF WHICH INFORMATION IS FURNISHED.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary.................. S-3
Business and Properties........................ S-7
Recent Developments............................ S-14
Use of Proceeds................................ S-15
Capitalization................................. S-16
Selected Financial Information................. S-18
Description of the Notes....................... S-21
Underwriting................................... S-28
Legal Matters.................................. S-29

PROSPECTUS

Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 3
Risk Factors................................... 3
The Company and the Operating Partnership...... 6
Use of Proceeds................................ 6
Consolidated Ratios of Earnings to Fixed
Charges....................................... 7
Description of Debt Securities................. 7
Description of the Capital Stock............... 19
Certain Provisions of Maryland Law and of the
Company's Charter and Bylaws.................. 23
Description of Warrants........................ 26
Federal Income Tax Considerations.............. 27
Plan of Distribution........................... 28
Experts........................................ 29
Legal Matters.................................. 30
</TABLE>

EVANS WITHYCOMBE RESIDENTIAL, L.P.

$75,000,000
% NOTES DUE , 2004
$50,000,000
% NOTES DUE , 2007

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

PROSPECTUS SUPPLEMENT
----------------------------

MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.

, 1997

- ------------------------------------------------
------------------------------------------------
- ------------------------------------------------
------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated fees and expenses in connection
with the issuance and distribution of the Securities registered hereby (all
amounts except the registration fee are estimated).

<TABLE>
<S> <C>
Registration fee............................................ $ 98,485
NYSE listing fee............................................ 40,000
Trustee's fees.............................................. 6,500
Printing, duplicating and engraving expenses................ 100,000
Legal fees and expenses (other than Blue Sky)............... 150,000
Accounting fees and expenses................................ 60,000
Blue sky fees and expenses.................................. 5,000
Miscellaneous............................................... 40,115
---------
Total................................................... $ 500,000
---------
---------
</TABLE>

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

*To be completed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Charter limits the liability of the Company's directors and
officers the Company and its shareholders to the fullest extent permitted from
time to time by Maryland law. Maryland law presently permits the liability of
directors and officers to a corporation or its shareholders for money damages to
be limited, except (i) to the extent that it is proved that the director or
officer actually received an improper benefit or profit or (ii) if a judgment or
other final adjudication is entered in a proceeding based on a finding that the
director's or officer's action, or failure to act, was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated in the
proceeding. This provision does not limit the ability of the Company or its
shareholders to obtain other relief, such as an injunction or rescission.

The Company's Charter and Bylaws require the Company to indemnify its
directors and officers to the fullest extent permitted from time to time by
Maryland law. The Charter also permits the Company to indemnify employees,
agents and other persons acting on behalf of or at the request of the Company.
The MGCL permits a corporation to indemnify its directors, officers and certain
other parties 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 to or at the request of the
corporation, unless it is established that the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) the indemnified party actually received an improper personal
benefit or (iii) in the case of any criminal proceeding, the indemnified party
had reasonable cause to believe that the act or omission was unlawful.
Indemnification may be made against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director or officer in connection
with the proceeding; provided, however, that if the proceeding is one by or in
the right of the corporation, indemnification may not be made with respect to
any proceeding in which the director or officer has been adjudged to be liable
to the corporation. In addition, a director or officer may not be indemnified
with respect to any proceeding charging improper personal benefit to the
director or officer in which the director or officer was adjudged to be liable
on the basis that personal benefit was improperly received. The termination of
any proceeding by conviction, or upon a plea of nolo contendere or its
equivalent, or an entry of any order of probation prior to judgment, creates a
rebuttable presumption that the director or officer did not meet the requisite

II-1
<PAGE>
standard of conduct required for indemnification to be permitted. It is the
position of the Securities and Exchange Commission that indemnification of
directors and officers for liabilities arising under the Securities Act is
against public policy and is unenforceable pursuant to Section 14 of the
Securities Act.

The Agreement of Limited Partnership of the Operating Partnership also
provides for indemnification of the Company, or any director or officer of the
Company, in its capacity as general partner of the Partnership, from and against
all losses, claims, damages, liabilities, joint or several, expenses (including
legal fees), fines, settlements and other amounts incurred in connection with
any actions relating to the operations of the Operating Partnership as set forth
in the Operating Partnership Agreement.

The Company entered into indemnification agreements with each of its
executive officers and directors. The indemnification agreements require, among
other things, that the Company indemnify its officers and directors to the
fullest extent permitted by the MGCL, and advance to the officers and directors
all related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted. The Company must also indemnify and
advance all expenses incurred by officers and directors seeking to enforce their
rights under the indemnification agreements, and cover officers and directors
under the Company's directors and officers' liability insurance. Although the
form of indemnification agreement offers substantially the same scope of
coverage afforded by provisions in the Charter and the Bylaws, it provides
greater assurance to directors and officers that indemnification will be
available, because, as a contract, it cannot be modified unilaterally in the
future by the Board of Directors or by the shareholders to eliminate the rights
it provides.

II-2
<PAGE>

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
*1.1 Form of Underwriting Agreement relating to the Debt Securities

*1.2 Form of Underwriting Agreement relating to the capital stock

4.1+ Articles of Amendment and Restatement of the Company (previously filed as Exhibit No. 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by
reference).

4.2+ Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).

4.3 Form of Indenture

4.4 Amended and Restated Agreement of Limited Partnership of Evans Withycombe Residential, L.P.
(previously filed as an exhibit to the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1995 and 1994 and incorporated herein by reference).

*5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of Securities to be issued

*5.2 Opinion of Ballard Spahr Andrews & Ingersoll LLP

12. Statement re: Computation of Consolidated Ratio of Earnings to Fixed Charges

23.1 Consent of Ernst & Young LLP

*23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

*23.3 Consent of Ballard Spahr Andrews & Ingersoll LLP (included in Exhibit 5.2)

24+ Powers of Attorney

*25.1 Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act (to be filed in
accordance with Rule 305(b)(2) of the Trust Indenture Act of 1939)
</TABLE>

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

*To be filed by amendment when necessary or incorporated by reference as may be
required with the offering of Securities.

+Previously filed.

ITEM 17. UNDERTAKINGS.

Each of the undersigned Registrants hereby undertake:

(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 in such information in this registration statement;

II-3
<PAGE>
PROVIDED, HOWEVER, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrants 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 therein, 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 Registrants hereby further undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' respective annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, 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 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the provisions set forth or
described in Item 15 of this Registration Statement, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person, in connection with the securities
registered hereby, the Registrants 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 the Securities Act and will be governed by
the final adjudication of such issue.

The undersigned Registrants hereby undertake to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.

With respect to offerings of Warrants or rights, the undersigned Registrants
hereby undertake to supplement the Prospectus, after the expiration of the
subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by the underwriters, and the terms of
any subsequent reoffering thereof. If any public offering by the underwriters is
to be made on terms differing from those set forth on the cover page of the
applicable prospectus supplement, a post-effective amendment will be filed to
set forth the terms of such offering.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each 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 Scottsdale, State of Arizona, on this 10th day
of March, 1997.

EVANS WITHYCOMBE RESIDENTIAL, INC.

By: /s/ STEPHEN O. EVANS
-------------------------------------------
Stephen O. Evans,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

EVANS WITHYCOMBE RESIDENTIAL, L.P.

By: EVANS WITHYCOMBE RESIDENTIAL, INC.,
as General Partner

By: /s/ STEPHEN O. EVANS
-------------------------------------------
Stephen O. Evans,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

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

<C> <S> <C>
Chairman of the Board of
Directors and Chief
/s/ STEPHEN O. EVANS Executive Officer of the
------------------------------------ Company (Principal Executive March 10, 1997
Stephen O. Evans Officer); Director of the
general partner of the
Operating Partnership

President, Chief Operating
* Officer and Director of the
------------------------------------ Company; Director of the March 10, 1997
Richard G. Berry general partner of the
Operating Partnership

Director of the Company;
* Director of the general
------------------------------------ partner of the Operating March 10, 1997
F. Keith Withycombe Partnership
</TABLE>

II-5
<PAGE>

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

<C> <S> <C>
Senior Vice President and
Chief Financial Officer,
/s/ PAUL R. FANNIN Secretary and Treasurer of
------------------------------------ the Company (Principal March 10, 1997
Paul R. Fannin Financial and Accounting
Officer)

Director of the Company;
Director of the general
------------------------------------ partner of the Operating March , 1997
Joseph F. Azrack Partnership

Director of the Company;
* Director of the general
------------------------------------ partner of the Operating March 10, 1997
G. Peter Bidstrup Partnership

Director of the Company;
Director of the general
------------------------------------ partner of the Operating March , 1997
Joseph W. O'Connor Partnership

Director of the Company;
* Director of the general
------------------------------------ partner of the Operating March 10, 1997
John O. Theobald II Partnership

*By: /s/ PAUL R. FANNIN
------------------------------------
Paul R. Fannin
Attorney-in-fact
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

*1.2 Form of Underwriting Agreement relating to the capital stock

4.3 Form of Indenture

*5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of Securities to be issued

*5.2 Opinion of Ballard Spahr Andrews & Ingersoll LLP

12. Statement re: Computation of Consolidated Ratio of Earnings to Fixed Charges

23.1 Consent of Ernst & Young LLP

*23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

*23.3 Consent of Ballard Spahr Andrews & Ingersoll LLP (included in Exhibit 5.2)

24.+ Powers of Attorney

*25.1 Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act (to be filed in
accordance with Rule 305(b)(2) of the Trust Indenture Act of 1939)
</TABLE>

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

*To be filed by amendment when necessary or incorporated by reference as may be
required with the offering of Securities.

+Previously filed

II-7

<PAGE>

Exhibit 4.3

EVANS WITHYCOMBE RESIDENTIAL, L.P.,

as Issuer

BANK ONE, COLUMBUS, NA,

as Trustee

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

Indenture

Dated as of ____________, 1997

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

Senior Debt Securities

<PAGE>

TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION. . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 101. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS . . . . . . . . . . .10

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE . . . . . . . . . .10

SECTION 104. ACTS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . .11

SECTION 105. NOTICES, ETC., TO TRUSTEE AND ISSUER . . . . . . . . . . .12

SECTION 106. NOTICE TO HOLDERS; WAIVER. . . . . . . . . . . . . . . . .13

SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS . . . . . . . . .14

SECTION 108. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . .14

SECTION 109. SEPARABILITY CLAUSE . . . . . . . . . . . . . . . . . . .14

SECTION 110. BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . . .14

SECTION 111. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . .14

SECTION 112. LEGAL HOLIDAYS . . . . . . . . . . . . . . . . . . . . . .14

SECTION 113. CONFLICT WITH TRUST INDENTURE ACT. . . . . . . . . . . . .15

SECTION 114. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . .15

SECTION 115. JUDGMENT CURRENCY. . . . . . . . . . . . . . . . . . . . .15

ARTICLE TWO SECURITIES FORMS . . . . . . . . . . . . . . . . . . . . . . . .15

SECTION 201. FORMS OF SECURITIES. . . . . . . . . . . . . . . . . . . .15

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. . . . . .16

SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM . . . . . . . . . . . .16

ARTICLE THREE THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . .17

<PAGE>

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES . . . . . . . . . . .17

SECTION 302. CURRENCY; DENOMINATIONS. . . . . . . . . . . . . . . . . .20

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING . . . . . .21

SECTION 304. TEMPORARY SECURITIES . . . . . . . . . . . . . . . . . . .23

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 RESERVED. . . . . . .30

SECTION 308. PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . .32

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

<PAGE>

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 . . . . . . . . . . . . . .41

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

SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . .49

SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. . . . . . . . . . . .49

ARTICLE SEVEN HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER. . . . . . . .51

iii

<PAGE>

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS . . . . . . .51

SECTION 702. REPORTS BY TRUSTEE . . . . . . . . . . . . . . . . . . . .51

SECTION 703. REPORTS BY ISSUER. . . . . . . . . . . . . . . . . . . . .52

SECTION 704. ISSUER TO FURNISH TRUSTEE NAMES AND
ADDRESSES OF HOLDERS . . . . . . . . . . . . . . . . . .52

ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE . . . . . . .53

SECTION 801. CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES,
LEASES AND CONVEYANCE 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. . . . . .55

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES . . . . . . . . . . .56

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . .56

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. . . . . . . . . . . .57

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES . . . .57

SECTION 907. NOTICE OF 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 . . . . . . . . . . . . .57

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST . . . .59

<PAGE>

SECTION 1004. [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . . . .60

SECTION 1005. [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . . . .60

SECTION 1006. EXISTENCE . . . . . . . . . . . . . . . . . . . . . . . .60

SECTION 1007. MAINTENANCE OF PROPERTIES . . . . . . . . . . . . . . . .61

SECTION 1008. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . .61

SECTION 1009. PAYMENT OF TAXES AND OTHER CLAIMS . . . . . . . . . . . .61

SECTION 1010. PROVISION OF FINANCIAL INFORMATION. . . . . . . . . . . .61

SECTION 1011. STATEMENT AS TO COMPLIANCE. . . . . . . . . . . . . . . .62

SECTION 1012. ADDITIONAL AMOUNTS. . . . . . . . . . . . . . . . . . . .62

SECTION 1013. WAIVER OF CERTAIN COVENANTS . . . . . . . . . . . . . . .63

ARTICLE ELEVEN REDEMPTION OF SECURITIES. . . . . . . . . . . . . . . . . . .63

SECTION 1101. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .63

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE . . . . . . . . . .63

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED . . . .64

SECTION 1104. NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . .64

SECTION 1105. DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . . .65

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE . . . . . . . . . .66

SECTION 1107. SECURITIES REDEEMED IN PART . . . . . . . . . . . . . . .67

ARTICLE TWELVE SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . .67

SECTION 1201. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .67

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENT WITH SECURITIES. . .67

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND . . . . . . . .68

ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS. . . . . . . . . . . . .68

SECTION 1301. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .68

<PAGE>

SECTION 1302. REPAYMENT OF SECURITIES . . . . . . . . . . . . . . . . .68

SECTION 1303. EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . .69

SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT
BECOME DUE AND PAYABLE . . . . . . . . . . . . . . . . .69

SECTION 1305. SECURITIES REPAID IN PART . . . . . . . . . . . . . . . .70

ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE. . . . . . . . . . . . .71

SECTION 1401. APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE . . . . . . . .71

SECTION 1402. DEFEASANCE AND DISCHARGE. . . . . . . . . . . . . . . . .71

SECTION 1403. COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . .72

SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE . . . . .72

SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. . . . . .73

ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES. . . . . . . . . . . . . .75

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED . . . . . . . .75

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS. . . . . . . . . . . .75

SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS. . . . . . . . . . .75

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT
AND ADJOURNMENT OF MEETINGS. . . . . . . . . . . . . . .77

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS . . . . .77

SECTION 1507. EVIDENCE OF ACTION TAKEN BY HOLDERS . . . . . . . . . . .78

SECTION 1508. PROOF OF EXECUTION OF INSTRUMENTS . . . . . . . . . . . .78

ARTICLE SIXTEEN SECURITIES IN FOREIGN CURRENCIES . . . . . . . . . . . . . .78

SECTION 1601. APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . .78

<PAGE>

Reconciliation and Tie between Trust Indenture Act of 1939 (the "TIA" or "Trust
Indenture Act") and Indenture, dated as of September 25, 1996

Trust Indenture Act Section. . . . . . . . . . . . . . Indenture Section
Sec. 310(a)(1) . . . . . . . . . . . . . . . . . . . . 607
(a)(2) . . . . . . . . . . . . . . . . . . . . 607
(b). . . . . . . . . . . . . . . . . . . . . . 607, 608
Sec. 312(a). . . . . . . . . . . . . . . . . . . . . . 704
Sec. 312(c). . . . . . . . . . . . . . . . . . . . . . 701
Sec. 313(a). . . . . . . . . . . . . . . . . . . . . . 702
(c). . . . . . . . . . . . . . . . . . . . . . 702
Sec. 314(a). . . . . . . . . . . . . . . . . . . . . . 703
(a)(4) . . . . . . . . . . . . . . . . . . . . 1011
(c)(1) . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . 102
(c). . . . . . . . . . . . . . . . . . . . . . 102
Sec. 315(b). . . . . . . . . . . . . . . . . . . . . . 601
Sec. 316(a)(last sentence) . . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A). . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B). . . . . . . . . . . . . . . . . . . 513
(b). . . . . . . . . . . . . . . . . . . . . . 508
Sec. 317(a)(1) . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . 504
Sec. 318(a). . . . . . . . . . . . . . . . . . . . . . 113
(c). . . . . . . . . . . . . . . . . . . . . . 113

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

Attention should also be directed to Section 318(c) of the Trust Indenture
Act, which provides that the provisions of Sections 310 to and including 317 of
the Trust Indenture Act are a part of and govern every qualified indenture,
whether or not physically contained therein.

vii

<PAGE>

INDENTURE, dated as of _________________, 1997 between EVANS WITHYCOMBE
RESIDENTIAL, L.P., a Delaware limited partnership (the "Issuer"), having its
principal offices at 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251 and Bank One, Columbus, NA, a national banking association organized under
the laws of the State of Ohio, as Trustee hereunder (the "Trustee"), having its
Corporate Trust Office at 100 East Broad Street, Columbus, Ohio 43215.

RECITALS OF THE ISSUER

The Issuer has resolved 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, in one or more series, each 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, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder 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
Issuer, 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;

(3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;

<PAGE>

(4) the words "herein," "hereof," "hereto" 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; and

(5) the word "or" is always used inclusively.

"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 Issuer in respect of certain taxes, assessments or
other governmental charges 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 Person authorized by the Trustee pursuant
to Section 611 to act on behalf of the Trustee to authenticate Securities of one
or more series.

"Authorized Newspaper" means a newspaper, printed in the English language
or in an official language of the place of publication, customarily published
on each day that is a Business Day in the place of publication, whether or
not published on days that are Legal Holidays in the place of publication,
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 day
that is a Business Day in the place of publication.

"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 General Partner or
any committee of that board duly authorized to act hereunder.

"Board Resolution" means a copy of one or more resolutions certified by the
Secretary or an Assistant Secretary of the General Partner to have been duly
adopted by the Board of Directors 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
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with respect to

<PAGE>

any Securities pursuant to Section 301, any day other than a Saturday or Sunday
or other 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 United States Securities and Exchange Commission,
or, if at any time after execution of this Indenture 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 Depositary" has the meaning specified in Section 304(b).

"Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation 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 Union 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 principal corporate trust 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 100 East
Broad Street, Columbus, Ohio 43215; provided that with respect to presentment,
transfer, exchange, registration or payment of Securities, "Corporate Trust
Office" means at the date hereof c/o the 1235 West Schrock Road, Attn:
Corporate Trust Operations, Columbus, Ohio 43271-0184.

"Corporation" includes corporations and limited liability companies,
associations, partnerships, companies and business trusts.

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

"Custodian" has the meaning specified in Section 501.

"Debt" of any Person means, without duplication, any indebtedness of such
Person, whether or not contingent, in respect of (i) borrowed money 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 such Person, (iii) the reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued 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 such Person as lessee
which is reflected on such Person'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 such Person's consolidated balance sheet
in accordance with GAAP, and also includes, to the extent not otherwise
included, any obligation by such Person to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in

<PAGE>

the ordinary course of business), Debt of another Person (other than such Person
and its Subsidiaries) (it being understood that Debt shall be deemed to be
incurred by the Issuer and its Subsidiaries on a consolidated basis whenever the
Issuer and its Subsidiaries on a consolidated basis shall create, assume,
guarantee or otherwise become liable in respect thereof); provided, however,
that the term Debt shall not include any such indebtedness that has been the
subject of an "in substance" defeasance in accordance with GAAP.

"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 as at the time shall be legal tender for the
payment of public and private debts.

"DTC" has the meaning specified in Section 304(b).

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

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

"European Community" means the European Economic Community.

"European Monetary System" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European Community.

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

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

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"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 or by any recognized confederation or
association of such governments.

"GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis;
provided that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

"General Partner" means Evans Withycombe Residential, Inc., a Maryland
corporation, as general partner of the Issuer.

"Government Obligations" means securities which are (i) direct obligations
of the United States or the government which issued the Foreign Currency in
which the Securities of a

<PAGE>

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 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 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
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 the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

"Holder" means, in the case of any Registered Security, the Person in whose
name such Security is registered in the Security Register and, in the case of
any 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 a particular series of Securities established as
contemplated by Section 301.

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

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

"Issuer Request" and "Issuer Order" mean, respectively, a written request
or order signed in the name of the Issuer by the General Partner by its Chairman
of the Board, its President or a Vice President (whether or not designated by a
number or a word or words added before or after the title "vice president"), and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, of the General Partner, and delivered to the Trustee.

"Judgment Currency" has the meaning specified in Section 115.

"Legal Holiday" means a day that is not a Business Day.

<PAGE>

"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 or repurchase, notice of
option to elect repayment or otherwise.

"Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President (whether or not designated by a number
or a word or words added before or after the title "vice president") of the
General Partner and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of the General Partner, and delivered to the Trustee.

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

"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 canceled by the Trustee or the Security
Registrar or delivered to the Trustee or the Security Registrar 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
Issuer) in trust or set aside and segregated in trust by the Issuer (if the
Issuer 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 theretofore satisfactory to the Trustee has been made;

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

(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 Issuer;

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

<PAGE>

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 or calculation, 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 Dollar equivalent, determined pursuant to
Section 301 as of the date such Security is originally issued by the Issuer, 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 face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Security
pursuant to Section 301, and (iv) Securities owned by the Issuer or any other
obligor upon the Securities or any Affiliate of the Issuer 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 determination
or calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of 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 Issuer
or any other obligor upon the Securities or any Affiliate of the Issuer or of
such other obligor.

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

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

"Place of Payment," when used with respect to any Security, means the place
or places where the principal of (and premium and Additional Amounts, 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.

"Recourse Indebtedness" means Debt other than Secured Debt as to which the
liability of the obligor thereon is limited to its interest in the collateral
securing such Secured Debt, provided that no such Secured Debt shall constitute
Recourse Indebtedness by reason of provisions therein

<PAGE>

for imposition of full recourse liability on the obligor for certain wrongful
acts, environmental liabilities, or other customary exclusions from the scope
of so-called "non-recourse" provisions.

"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 or such Security.

"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 or such
Security.

"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 any Registered Security 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.

"Secured Debt" means, without duplication, Debt that is secured by a
mortgage, trust deed, deed of trust, deed to secure debt, security agreement,
pledge, conditional sale or other title retention agreement, capitalized lease,
or other like agreement granting or conveying security title to or a security
interest in real property or other tangible assets.

"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.

<PAGE>

"Senior Executive Group" shall mean, collectively, those individuals
holding the offices of Chairman of the Board, President, Chief Executive
Officer, Chief Operating Officer, or any Executive Vice President of the General
Partner.

"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, as amended) of the Issuer.

"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 or any Additional Amounts
with respect thereto, 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, or such
Additional Amounts are due and payable.

"Subsidiary" means (i) any Corporation or other entity the majority of the
shares of the non-voting capital stock or other equivalent ownership interests
of which (except directors' qualifying shares) are at the time directly or
indirectly owned by the Issuer, and the majority of the shares of the voting
capital stock or other equivalent ownership interests of which (except
directors' qualifying shares) are at the time directly or indirectly owned by
the Issuer, any other Subsidiary, and/or one or more individuals of the Senior
Executive Group (or, in the event of death or disability of any of such
individuals, his/her respective legal representative(s)), or such individuals'
successors in office as an officer of the General Partner, and (ii) any other
entity (other than the General Partner) the accounts of which are consolidated
with the accounts of the Issuer.

"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.

"United States" means 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 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 the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.

<PAGE>

"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 OPINIONSSECTION 102.COMPLIANCE
CERTIFICATES AND OPINIONS . Except as otherwise expressly provided in this
Indenture, upon any application or request by the Issuer to the Trustee to take
any action under any provision of this Indenture, the Issuer 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 such individual, such
condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEESECTION 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.

Any certificate or opinion of an officer of the General Partner may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations of or 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

<PAGE>

representations by, an officer or officers of the General Partner stating that
the information as to such factual matters is in the possession of the Issuer,
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 HOLDERSSECTION 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 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, but only 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 Issuer. 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 (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Issuer and any agent of the Trustee
or the Issuer, 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 in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

(c) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

(d) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same 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 reasonably acceptable to the Issuer,
wherever situated, if such certificate shall be deemed by the Issuer and 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

<PAGE>

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 Issuer 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, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument in writing and
the date of the commencement and the date of the termination of holding the same
may also be proved in any other manner which the Trustee deems sufficient.

(e) If the Issuer shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Issuer may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Issuer shall have no
obligation to do so. 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 Registered Securities
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 Issuer in reliance
thereon, whether or not notation of such action is made upon such Security.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND ISSUER. 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 a Holder or by the Issuer 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, or

(2) the Issuer 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 Issuer 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 Issuer.

<PAGE>

SECTION 106. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice of any event to Holders of Registered Securities by the Issuer 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 New York City 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 notifications to 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, waiver or
Act required or permitted under this Indenture shall be in the English language,
except that, if the Issuer so elects, 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.

<PAGE>

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 Issuer 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 deemed 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 laws of the State of
New York.

SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
exchange Securities of a series that are exchangeable, shall be a Legal Holiday
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or any Security or coupon other than a provision in any Security or
coupon that specifically states that such provision shall 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 and such Securities need
not be exchanged on such date, but such payment may be made and such Securities
may be exchanged 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 or on such last day for exchange, 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 or last day for or exchange, as the case may
be.

SECTION 113. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with any duties under any required provision of
the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required
provision shall control.

SECTION 114. COUNTERPARTS . This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

SECTION 115. JUDGMENT CURRENCY. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in

<PAGE>

any court it is necessary to convert the sum due in respect of the principal of,
or premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding that on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable, and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Legal Holiday in The City of New York.

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 Issuer 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:

<PAGE>

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

(TRUSTEE)
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 (9) 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
or any number of such Securities shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon and may
also provide 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 in such manner and by such Person or Persons as shall be
specified therein or in the Issuer Order to be delivered 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 Issuer Order. If an Issuer Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instructions
by the Issuer 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 Issuer and the Issuer 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, and any Additional Amounts in respect of, any Security in temporary
or 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 Issuer, the Trustee and any agent of the Issuer and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of global Security
in registered form, the Holder of such global Security in registered

<PAGE>

form, or (ii) in the case of a global Security in bearer form, the Person or
Persons specified pursuant to Section 301.

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 (16) below), if
so provided, may be determined from time to time by the Issuer 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),
and whether such Securities are guaranteed by the General Partner or any of its
Subsidiaries and, if such Securities are so guaranteed, the terms and conditions
of such guarantee;

(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 percentage of the principal amount at which the Securities of the
series will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration
of maturity thereof;

(4) the date or dates, or the method for determining such date or dates,
on which the principal of the Securities of the series shall be payable;

(5) 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;

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

<PAGE>

and (iii) notices or demands to or upon the Issuer in respect of the Securities
of the series and this Indenture may be served;

(7) the period or periods within 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 the Securities of
the series may be redeemed, as a whole or in part, at the option of the Issuer,
if the Issuer is to have such an option;

(8) the obligation, if any, of the Issuer to redeem, repay or purchase
the Securities of the series pursuant to any sinking fund or analogous provision
or at the option of a Holder thereof, upon the occurrence of certain events
(such as a change of control of the Issuer) or otherwise, 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 the Securities
of the series shall be redeemed, repaid or purchased, as a whole or in part,
pursuant to such obligation;

(9) 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 denominations of $5,000 and any integral
multiple thereof, the denomination or denominations in which any Bearer
Securities of the series shall be issuable;

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

(11) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the method by which such portion shall be determined;

(12) 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;

(13) 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;

(14) 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 the Issuer 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, 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

18
<PAGE>

payable and the currency or currencies, currency unit or units or composite
currency or currencies in which such Securities are to be so payable;

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

(16) any deletions from, modifications of or additions to the Events of
Default or covenants of the Issuer with respect to the 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;

(17) whether the Securities of the series will be in certificated or book-
entry form and, if certificated, 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;

(18) 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;

(19) 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) 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;

(21) 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;

19
<PAGE>

(22) whether and under what circumstances the Issuer will pay Additional
Amounts 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 Issuer will
have the option to redeem such Securities rather than pay such Additional
Amounts (and the terms of any such option);

(23) 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, if any, appertaining to
any Bearer Securities of the 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 the Board Resolution establishing the
series (subject to Section 303) and set forth in an Officers' Certificate or in
any 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 General Partner 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.

SECTION 302. CURRENCY; DENOMINATIONS. Unless otherwise provided as
contemplated by Section 301, the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided as contemplated by Section 301, Registered
Securities denominated in Dollars (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 denominated in Dollars (other than Bearer Securities issued in global
form, which may be of any denomination) shall be issuable in denominations of
$5,000 and any integral multiple thereof. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Issuer by the General Partner by its Chairman of the Board, its President or
one of its Vice Presidents (whether or not designated by a number or word or
words added before or after the title "Vice President"), 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 General Partner
shall bind the Issuer, notwithstanding that

20
<PAGE>

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 Issuer may deliver the Securities of any series, together with
any coupon appertaining thereto, executed by the Issuer to the Trustee for
authentication, together with an Issuer Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Issuer 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 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 canceled.

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

(b) such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and
delivered by the Issuer 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 Issuer in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute legal, valid and binding obligations of the Issuer, enforceable
in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of

21
<PAGE>

general applicability relating to or affecting the enforcement of
creditors' rights generally and to general equitable principles and will
entitle the Holders thereof to the benefits of this Indenture; 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 an Issuer 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.

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 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 Issuer, and the Issuer 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
Issuer, 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 Issuer may execute, and upon Issuer
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

22
<PAGE>

determine, as conclusively evidenced by their execution of such Securities.
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 Issuer 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 Issuer 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 nonmatured coupons appertaining thereto), the Issuer 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 this
Indenture. 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.

(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
("DTC"). 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 Issuer shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Issuer. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Issuer'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

23
<PAGE>

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 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 for 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

24
<PAGE>

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 Issuer.

(c) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(c) shall govern the exchange of temporary Securities issued in
global form through the facilities of DTC. If any such temporary Security is
issued in global form, then such temporary global security shall, unless
otherwise provided therein, be delivered to DTC 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 Exchange
Date, the Issuer shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Issuer. On or after the Exchange Date, such
temporary global Security shall be surrendered by DTC to the Trustee, as the
Issuer'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 registered form or permanent global registered form, or any
combination thereof, as specified and as contemplated by Section 301, and, if
any combination thereof is so specified as requested by the beneficial owner
thereof.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Issuer shall cause to be kept at the Corporate Trust Office of the Trustee or

25
<PAGE>

in any office or agency of the Issuer 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 Issuer 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 Issuer 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 appointed "Security Registrar" for the purpose
of registering Registered Securities and transfers of Registered Securities on
such Security Register as herein provided. The Issuer shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Issuer and shall have accepted such appointment
by the Issuer. In the 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 Issuer in a Place of Payment for that series, the Issuer 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. Whenever any such Registered
Securities are so surrendered for exchange, the Issuer 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 Issuer 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 Issuer 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

26
<PAGE>

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 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 Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

If provided as contemplated by Section 301, at the option of the Holder,
Registered Securities of such series may be exchanged for Bearer Securities upon
such terms and conditions as may be provided in or pursuant to this Indenture
with respect to such series. Whenever any Securities are so surrendered for
exchange, the Issuer 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 DTC, then unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
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 Issuer or to a nominee of such
successor to DTC. If at any time DTC notifies the Issuer 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 Exchange Act if so required by applicable law or regulation, the Issuer
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 Issuer within 90 days after the Issuer
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 Issuer, 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 Issuer shall execute, and the Trustee shall
authenticate and deliver definitive 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

27
<PAGE>

not later than the earliest day on which such interest may be so exchanged, the
Issuer shall execute, and the Trustee shall authenticate and deliver definitive
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 Issuer Order with respect thereto to the Trustee, as
the Issuer'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 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 Issuer, 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 Issuer or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Issuer 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 Issuer 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.

Except as otherwise provided in or pursuant to this Indenture, the Issuer
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

28
<PAGE>

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, 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 Issuer, together with, in proper cases, such
security or indemnity as may be required by the Issuer or the Trustee to save
each of them or any agent of either of them harmless, the Issuer 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 Issuer 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 Issuer or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Issuer 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 Issuer 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),
and 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 in 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 Issuer 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.

29
<PAGE>

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 Issuer,
whether or not the destroyed, lost or stolen Security 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, as amended or supplemented, 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 RESERVED. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on and Additional Amounts with respect
to 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 Issuer maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest on any Registered Security
may at the Issuer'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,

30
<PAGE>

but is not punctually paid or duly provided for, on any Interest 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 Issuer,
at its election in each case, as provided in clause (1) or (2) below:

(1) The Issuer 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 Issuer 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 Issuer 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 provided in this clause. 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 Issuer of such Special Record
Date and, in the name and at the expense of the Issuer, 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 Issuer, 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 therefore 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 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 Issuer 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

31
<PAGE>

required by such exchange, if, after notice given by the Issuer 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 Issuer, the Trustee and
any agent of the Issuer 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 and any Additional Amounts with respect to
such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer 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 Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
any payment with respect to payment thereof or on account thereof and for all
other purposes whatsoever, whether or not any payment with respect to such
Security or coupon be overdue, and neither the Issuer, the Trustee nor any agent
of the Issuer or the Trustee shall be affected by notice to the contrary.

No Holder of any beneficial interest in any global Security held on its
behalf by a depositary shall have any rights under this Indenture with respect
to such global Security, and such depositary may be treated by the Issuer, the
Trustee, and any agent of the Issuer or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Issuer, 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 Issuer, the Trustee, or any agent of the Issuer or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depository, as a Holder, with respect to such
global Security or impair, as between such depository and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depository (other its nominee) as
Holder of such global Security.

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

32
<PAGE>

and coupons surrendered directly to the Trustee for any such purpose shall be
promptly canceled by it; provided, however, where the Place of Payment is
located outside of the United States, the Paying Agent at such Place of
Payment may cancel the Securities surrendered to it for such purposes prior
to delivering the Securities to the Trustee. The Issuer may at any time
deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Issuer 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 Issuer has not issued and sold, and all
Securities so delivered shall be promptly canceled by the Trustee. If the
Issuer 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 canceled as provided in this Section,
except as expressly permitted by this Indenture. Canceled 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 Issuer, unless by an
Issuer Order the Issuer 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 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 Issuer Request cease to be of further effect with respect to any
series of Securities specified in such Issuer Request (except as to any
surviving rights of registration of transfer or exchange 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 an
Issuer Order, and at the expense of the Issuer, 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) appertaining to Bearer Securities surrendered in 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 (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 Issuer and thereafter repaid to the Issuer or
discharged from such Trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or

33
<PAGE>

(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 Issuer, 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 Issuer,

and the Issuer, 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 such 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 or Redemption Date, as the case may be;

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

(3) the Issuer 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 Issuer to the Trustee and any predecessor trustee under
Section 606, the obligations of the Issuer 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 and Government Obligations deposited
with the Trustee pursuant to Section 401 or Article 14 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 (including the Issuer 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 or Government Obligations have been deposited with or received by the
Trustee, but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

34
<PAGE>

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) unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers' Certificate establishing the terms of such series
pursuant to this Indenture:

(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 or 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 Issuer in this Indenture with respect to any Security of that series (other
than a covenant or warranty a default in the performance or the breach of which
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 Issuer by the Trustee or to the Issuer 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 evidence of Recourse Indebtedness of the Issuer,
or under any mortgage, indenture or other instrument of the Issuer (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 Recourse
Indebtedness of the Issuer (or by any Subsidiary, the repayment of which the
Issuer has guaranteed or for which the Issuer is directly responsible or liable
as obligor or guarantor), whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay an
aggregate principal amount exceeding $5,000,000 of such indebtedness when due
and payable after the expiration of any applicable grace period with respect
thereto and shall have resulted in such indebtedness in an aggregate principal
amount exceeding $5,000,000 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 Issuer by the Trustee or to the Issuer and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series of a written notice specifying such
default and requiring the Issuer to

35
<PAGE>

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 Issuer 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 Issuer or any Significant Subsidiary
in an involuntary case,

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

(C) orders the liquidation of the Issuer or any Significant
Subsidiary, and the order or decree remains unstayed and in effect for 90 days;
or

(8) any other Event of Default provided in or pursuant to this Indenture
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.

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
Issuer (and to the Trustee if given, or such lesser amount as may be provided
for in the Securities of such series, by the Holders), and upon any such
declaration such principal or such lesser amount 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

36
<PAGE>

by the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of that
series, by written notice to the Issuer and the Trustee, may rescind and annul
such declaration and its consequences if:

(1) the Issuer has paid or deposited with the Trustee a sum sufficient to
pay in the currency or 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 and any Additional Amounts with
respect thereto at the rate or rates borne by or provided for in such
Securities,

(C) to the extent that payment of such interest or Additional
Amounts 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, and any Additional Amounts with respect to 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.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Issuer 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 Issuer 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 Amounts, 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

37
<PAGE>

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 Issuer 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 Issuer or any other obligor upon such Securities and any related
coupons and collect the monies adjudged or decreed to be payable in the manner
provided by law out of the property of the Issuer or any other obligor upon such
Securities and any related coupons 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 therein, 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 Issuer or any other obligor upon the Securities or the property of the
Issuer 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 Issuer for the payment of
overdue principal, premium, if any, or interest or Additional Amounts) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

(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 any related coupons and to file such
other 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 monies of 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 the 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.

38
<PAGE>

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;

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;

THIRD: The balance, if any, to the Issuer.

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;

39
<PAGE>

(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 or any Security 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 Security or payment of such coupon on the
respective Stated Maturity or Maturities specified in such Security or coupon
(or, in the case of redemption, on the Redemption Date or, in the case of
repayment on the Repayment Date) and to institute suit for the enforcement of
any such payment, 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 Issuer, 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 each Holder 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

40
<PAGE>

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 any
Holder may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holder 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 and
any related coupons, provided that

(1) such direction shall not be in conflict with any rule of law or with
this Indenture or with the Securities of any series,

(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

(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 Issuer
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 Issuer (to the extent that it may
lawfully

41
<PAGE>

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 any 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 25% 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
or Additional Amounts, if any on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date or, in the case of repayment, on or after the
Repayment Date).

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;

42
<PAGE>

(2) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer 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
Trustees 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 written 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;

(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 Issuer, personally or by agent or attorney following reasonable notice to
the Issuer;

(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 counsel
and the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or counsel appointed with due care by it hereunder; and

(8) subject to the provisions of Section 602 hereof and Sections 315(a)
through 315(d) of the Trust Indenture Act, the Trustee shall not be charged with
knowledge of any Event of Default described in Section 501(4), (5), (6) or (7)
hereof unless a Responsible Officer of the Trustee shall have actual knowledge
of such Event of Default.

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.

43
<PAGE>

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 Issuer, 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 and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1 supplied to the Issuer
are true and correct, subject to the qualifications set forth therein. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuer 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 Trustee or
the Issuer, in its individual or any other capacity, may become the owner or
pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311 of
the TIA, may otherwise deal with the Issuer 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. Except as provided in Section 402 and
Section 1003, 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 Issuer.

SECTION 606. COMPENSATION AND REIMBURSEMENT. The Issuer agrees:

(1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by the Trustee 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
gross negligence or willful misconduct 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

44
<PAGE>

claim or liability in connection with the exercise or performance of any 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 Issuer 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 or any
Additional Amounts on particular Securities or any related 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. 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 Issuer.
If any 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 with respect to such
series.

(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
Issuer.

(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 Issuer or by any
Holder of a Security who has been a bona fide Holder of a Security for at
least six months, or

45
<PAGE>

(2) the Trustee shall cease to be eligible under Section 607
and shall fail to resign after written request therefor by the Issuer 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 Issuer 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 similar situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities of
such series and the appointment of a successor Trustee or Trustees.

(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 Issuer, 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) and shall comply with
the applicable requirements of Section 609. 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 Issuer and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of
Section 609, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Issuer. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Issuer or the Holders of Securities and
accepted appointment in the manner provided in Section 609, 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 Issuer 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
Issuer and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the

46
<PAGE>

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 Issuer
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 Issuer,
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, 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 Trustee's 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 Issuer 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 Issuer 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

47
<PAGE>

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.

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 or pursuant to Section 306 issued upon original issue, 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 Issuer. Wherever reference is made
in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certification 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 Issuer 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.

48
<PAGE>

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 Issuer. 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 Issuer. 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 provision
of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer 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 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 provision of this Section.

The Issuer 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.

(TRUSTEE)
as Trustee

By:
-------------------------------------
Authenticating Agent

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

If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the Issuer
wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested in writing (which writing need not be accompanied
by or contained in an Officers' Certificate by the Issuer), shall appoint in
accordance with this Section an Authenticating Agent having an office in a Place
of Payment designated by the Issuer with respect to such series of Securities.

49
<PAGE>

ARTICLE SEVEN
HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder
of Securities or coupons, by receiving and holding the same, agrees with the
Issuer and the Trustee that neither the Issuer nor the Trustee nor an
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(c), 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.

(1) Within 60 days after December 31 of each year commencing with the
first December 31 following the first issuance of Securities pursuant to
Section 301, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such December 31 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding December 31 and the date of this Indenture.

(2) The Trustee shall transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.

(3) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.

SECTION 703. REPORTS BY ISSUER. The Issuer will, pursuant to TIA
Section 314(a):

(1) file with the Trustee, within 15 days after the Issuer 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 Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not
required to file information, documents or reports pursuant to either of said
Sections, then it shall 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 Exchange Act 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 Issuer with
the conditions and covenants of this Indenture as may be required from time to
time by such rules and regulations; and

50
<PAGE>

(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 Issuer pursuant to Section 1010 and 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. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. In
accordance with TIA Section 312(a), the Issuer 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 of 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, semi-annually,
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 Issuer 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;

ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES, LEASES AND
CONVEYANCE PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Issuer 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 (i) the Issuer shall be
the continuing Corporation, or the successor Corporation (if other than the
Issuer) formed by or resulting from any such consolidation or merger or which
shall have received the transfer of such assets shall expressly assume the
payment of the principal of (and premium, if any) and interest on all the
Securities, and the due and punctual performance and observance of all of the
covenants and conditions in this Indenture; and (ii) immediately after giving
effect to such transaction and treating any indebtedness which becomes an
obligation of the Issuer or any Subsidiary as a result thereof as having been
incurred by the Issuer 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 such 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 Issuer, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
Corporation, shall be relieved of any further obligation under this Indenture
and the

51
<PAGE>

Securities. Such successor Corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Issuer, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
Corporation, instead of the Issuer, 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 Issuer 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
charges in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

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, the Issuer, 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 Issuer and the
assumption by any such successor of the covenants of the Issuer herein and in
the Securities; or

(2) to add to the covenants of the Issuer 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 Issuer; 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

52
<PAGE>

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 or any Additional Amounts with respect to 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
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; 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 Issuer and the Trustee, the Issuer, 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

53
<PAGE>

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:

(1) change the Stated Maturity of the principal of (or premium, if any,
on) or any installment of principal of or interest on or any Additional Amounts
with respect to, any Security, or reduce the principal amount thereof or the
rate or amount of interest thereon or any Additional Amounts payable in respect
thereof, or any premium payable upon the redemption thereof, or change any
obligation of the Issuer to pay Additional Amounts pursuant to Section 1012
(except as contemplated by Section 801(1) and permitted by Section 901(1), or
reduce the amount of the principal of an Original Issue Discount 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 the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security 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 (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.

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. As a condition to
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
(subject to TIA Section 315) 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 Indenture. The Trustee may, but shall not be
obligated to, enter into any such

54
<PAGE>

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 Issuer shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES. Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Issuer shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106, setting forth in general terms the substance of such supplemental
indenture.

ARTICLE TEN
COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND
ADDITIONAL AMOUNTS. The Issuer 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 any 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 Issuer, 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.

55
<PAGE>

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series
are issuable only as Registered Securities, the Issuer shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer 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 Issuer will maintain: (A) in the
Borough of Manhattan, New York City, an office or agency where any Securities of
that series may be presented or surrendered for payment, where any 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 Issuer 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 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), 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 Issuer
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 Issuer in respect of the Securities of
that series and this Indenture may be served. The Issuer 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 Issuer 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) at the offices
specified in the Security in London, England, and the Issuer hereby appoints the
same as its agent to receive such respective presentations, surrenders, notices
and demands, and the Issuer 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 Issuer 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 amounts owing with respect to any Bearer
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 designated agent of the Issuer's

56
<PAGE>

Paying Agent in the Borough of Manhattan, New York City, 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 Issuer in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Issuer 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 designations or rescission
shall in any manner relieve the Issuer 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 Issuer 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 Issuer hereby designates as a Place of Payment for each series of Securities
the office or agency of the Issuer in the Borough of Manhattan, New York City,
and initially appoints the Trustee at its Corporate Trust Office as Paying Agent
in such city 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 Issuer
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
Issuer 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 Issuer shall have one or more Paying Agents for any series of
Securities and any related coupons, it will, 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 Issuer will promptly notify the Trustee of its action
or failure so to act.

57
<PAGE>

The Issuer 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 on Securities or Additional Amounts 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 Issuer (or any other
obligor upon the Securities) in the making of any such payment of principal (and
premium, if any) or interest or Additional Amounts; 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 Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Issuer
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Issuer 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 Issuer 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 Issuer, 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 or any
related coupon and remaining unclaimed for two years after such principal (and
premium, if any), interest or Additional Amounts have become due and payable
shall be paid to the Issuer upon Issuer Request or (if then held by the Issuer)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Issuer 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 Issuer 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 Issuer 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 Issuer.

SECTION 1004. [intentionally omitted]

SECTION 1005. [intentionally omitted]

SECTION 1006. EXISTENCE. Subject to Article Eight, the Issuer will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights and franchises; provided, however, that the Issuer
shall not be required to preserve any right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer

58
<PAGE>

desirable in the conduct of the business of the Issuer and that the loss thereof
is not disadvantageous in any material respect to the Holders.

SECTION 1007. MAINTENANCE OF PROPERTIES. The Issuer will cause all of its
material 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 Issuer 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 Issuer or any Subsidiary from selling or otherwise disposing of for
value any of their properties.

SECTION 1008. INSURANCE. The Issuer will, and will cause each of its
Subsidiaries to, maintain insurance coverage on all of its insurable property
against loss or damage at least equal to their then full insurable value by
financially sound and reputable insurance companies.

SECTION 1009. PAYMENT OF TAXES AND OTHER CLAIMS. The Issuer 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
Issuer 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
Issuer or any Subsidiary; provided, however, that the Issuer 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
Issuer is subject to Section 13 or 15(d) of the Exchange Act and for so long as
any Securities are outstanding, the Issuer will, to the extent permitted under
the Exchange Act, file with the Commission the annual reports, quarterly reports
and other documents which the Issuer would have been required to file with the
Commission pursuant to such Section 13 or 15(d) (the "Financial Statements") if
the Issuer 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 Issuer
would have been required so to file such documents if the Issuer were so
subject.

The Issuer 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 Issuer would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Issuer were subject to such Sections, and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Issuer would have been required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act if the Issuer were subject to such Sections, and
(y) if filing such documents by the Issuer 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.

59
<PAGE>

SECTION 1011. STATEMENT AS TO COMPLIANCE. The Issuer shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a written statement
(which need not be contained in or accompanied by an Officers' Certificate)
signed by the principal executive officer, the principal financial officer or
the principal accounting officer of the General Partner acting in its capacity
as the sole general partner of the Issuer, stating that:

(1) a review of the activities of the Issuer during such year and of its
performance under this Indenture has been made under his or her supervision, and

(2) to the best of his or her knowledge, based on such review, (a) the
Issuer has complied with all the conditions and covenants imposed on it under
this Indenture throughout such year, or, if there has been a default in the
fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

SECTION 1012. ADDITIONAL AMOUNTS. If any Securities of a series provide
for the payment of Additional Amounts, the Issuer 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 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 Issuer shall furnish to
the Trustee and the Paying Agent, if other than the Trustee, 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 Issuer will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such

60
<PAGE>

Securities. If 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 Issuer 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 Issuer's not furnishing such an
Officers' Certificate.

SECTION 1013. WAIVER OF CERTAIN COVENANTS. The Issuer may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1011, inclusive, 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 shall
become effective, the obligations of the Issuer and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

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
Issuer to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Issuer of less
than all of the Securities of any series, the Issuer 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 Issuer 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

61
<PAGE>

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 Issuer 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 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. 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,

62
<PAGE>

(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,

(7) that the redemption is for a sinking fund, if such is the case,

(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 Issuer, 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 Issuer, on which such exchanges may be made,

(10) the CUSIP number or the Euroclear or CEDEL reference numbers 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.

A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

Notice of redemption of Securities to be redeemed shall be given by the
Issuer or, at the Issuer's request, by the Trustee in the name and at the
expense of the Issuer.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE. At least one Business Day prior
to any Redemption Date, the Issuer shall deposit with the Trustee or with a
Paying Agent (or, if the Issuer 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) accrued interest on and Additional Amounts
with respect thereto, 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

63
<PAGE>

from and after such date (unless the Issuer 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. 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 Issuer at the Redemption Price, together with accrued interest and
Additional Amounts, 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, 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 Issuer 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 upon presentation and
surrender of those coupons at an office or agency located outside the United
States (except as otherwise provided in Section 1002).

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)
shall be surrendered at a Place of Payment therefor (with, if the Issuer or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Issuer shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Registered 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. If a Security in global form is so
surrendered, the Issuer shall execute, and the Trustee shall authenticate and
deliver to the depositary for such Security in global form as shall be specified
in the Issuer Order with respect thereto to the Trustee, without service charge,
a new Security in global form in a denomination

64
<PAGE>

equal to and in exchange for the unredeemed portion of the principal of the
Security in global form so surrendered.

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 PAYMENT WITH SECURITIES. The
Issuer 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 Securities 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 Issuer
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, or
which have otherwise been acquired by the Issuer; 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
Issuer 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

65
<PAGE>

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 Issuer
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 Issuer in the manner provided in
Section 1104. 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 terms of such
Securities. The Issuer 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 Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in 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) 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 Issuer 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., 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, 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

66
<PAGE>

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
denominations 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 Issuer.

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 Issuer on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Issuer 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 Issuer, 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, 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 Issuer 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 Issuer 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 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.

67
<PAGE>

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 Issuer shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Issuer, 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; ISSUER'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 Issuer 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 Issuer's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Issuer 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 Issuer 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 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 Issuer, 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
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 and Additional Amounts, if any, on such Securities and any
coupons appertaining thereto when such payments are due and any right of such
Holder to exchange such Securities for other Securities, (B) the Issuer's
obligations with

68
<PAGE>

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 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 1404 below), (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article. Subject to compliance with this Article Fourteen, the Issuer 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 Issuer's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Issuer shall be released from its obligations under
Sections 1004 to 1011, inclusive, 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 any such 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 Issuer 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 Issuer shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 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

69
<PAGE>

amount, or (3) a combination thereof, 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 Issuer 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 and, with respect to defeasance only, 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 Issuer shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer
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 not 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
defeasance had not occurred.

(e) In the case of an election under Section 1403, the Issuer 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 Issuer 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.

(g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms,

70
<PAGE>

conditions or limitations which may be imposed on the Issuer 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 Issuer 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 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, in or pursuant to this Indenture or any Security 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 such Security, or (b) a Conversion
Event occurs in respect of the Foreign Currency 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 and Additional Amounts, if any, with
respect to 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 Foreign Currency in effect (as nearly as feasible) at the time
of the Conversion Event.

The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposit
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 Issuer from time to time
upon Issuer 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

71
<PAGE>

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, New York City, 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 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.

(b) In case at any time the Issuer, pursuant to a Board Resolution,
or any Holders of at least 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 Issuer 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, New York City, 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 Issuer 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

72
<PAGE>

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 the reconvening of 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 to 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 adjournment 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 persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities
represented at such meeting; provided, however, that, except as 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
actions 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.

73
<PAGE>

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 canceled
by the Issuer of by Holders of Securities as provided in Section 1502(b), in
which case the Issuer 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
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

74
<PAGE>

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 Issuer 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.

SECTION 1507. EVIDENCE OF ACTION TAKEN BY HOLDERS. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof and execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Article
Six) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.

SECTION 1508. PROOF OF EXECUTION OF INSTRUMENTS. Subject to Article Six,
the execution of any instrument by a Holder or his agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.

ARTICLE SIXTEEN
SECURITIES IN FOREIGN CURRENCIES

SECTION 1601. APPLICABILITY OF ARTICLE. Whenever this Indenture provides
for (i) any action by, or the determination of any of the rights of Holders of
Securities of any series in which not all of such Securities are denominated in
the same currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in
respect of any Security denominated in a currency other than Dollars shall be
treated for any such action or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination of rights for distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Issuer may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.

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.

75
<PAGE>

EVANS WITHYCOMBE RESIDENTIAL, L.P.

By: Evans Withycombe Residential, Inc.
as General Partner

By:
----------------------------------------
Name
Title:

Attest:

- ------------------------------
Title:

---------------------------------------------
as Trustee

By:
----------------------------------------
Name
Title:

76
<PAGE>

STATE OF )
) ss:
COUNTY OF )

On the ____ day of _____________ 1996, 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 EVANS WITHYCOMBE RESIDENTIAL, INC., the general partner
of EVANS WITHYCOMBE RESIDENTIAL, L.P., one of the parties described in and which
executed the foregoing instrument, and that he/she signed his/her name thereto
by authority of the Board of Directors.

(Notarial Seal)

----------------------------------------
Notary Public
COMMISSION EXPIRES

STATE OF )
) ss:
COUNTY OF )

On the __ day of ______________ 1996, 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 signed his/her name thereto by
authority of the Board of directors.

(Notarial Seal)

---------------------------------------------
Notary Public
COMMISSION EXPIRES

77
<PAGE>

EXHIBIT A

FORMS OF CERTIFICATION

A-1
<PAGE>

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 a "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 Evans Withycombe Residential, 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, amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(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 your 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 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.

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

A-2
<PAGE>

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-3
<PAGE>

EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A.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 the 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 Evans Withycombe
Residential, 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 institution(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, 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.

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 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

A-4
<PAGE>

respect to any portion of the part submitted herewith for 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}

By:
----------------------------------------

A-5

<PAGE>

EXHIBIT 12

STATEMENT REGARDING COMPUTATION ON RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
1992 1993 1994 1995 1996
--------- --------- --------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
EARNINGS
- -------------------------------------------------
Income (loss) before minority interest and
extraordinary item............................. $ (6,709)(1) $ 6,612(2) $ 11,581(3) $ 20,826 $ 18,570
Interest......................................... 6,001 7,091 10,190 17,040 26,160
Less: interest capitalized during the period..... (92) (730) (2,724) (5,048) (2,714)
Amortization of deferred financing costs......... 208 336 370 658 779
Interest portion of rental expense............... 93 93 95 99 119
--------- --------- --------- --------- ---------
Total Earnings................................. $ (499) $ 13,402 $ 19,512 $ 33,575 $ 43,074
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

FIXED CHARGES
- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest......................................... $ 6,001 $ 7,091 $ 10,190 $ 17,040 $ 26,160
Amortization of deferred financing costs......... 208 336 370 658 779
Interest portion of rental expense............... 93 93 95 99 119
--------- --------- --------- --------- ---------
Total Fixed Charges............................ $ 6,302 $ 7,520 $ 10,655 $ 17,797 $ 27,058
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Ratio of Earnings to Fixed Charges............... (0.08)x 1.78x 1.83x 1.89x 1.59x
</TABLE>

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

(1) During 1992, the Company negotiated a discounted payoff of a mortgage loan
secured by an apartment community, the excess of the amount owed for
principal and interest over the amount paid to pay off the loan was recorded
as an extraordinary item-gain on extinguishment of debt. The Company
determined that the carrying value of the community was in excess of net
realizable value. The excess of $10,284 was charged to write down of real
estate assets and was recorded in the income (loss) before minority interest
and extraordinary item. Consequently, the computation of the ratio of
earnings to fixed charges for such year indicates that earnings were
inadequate to cover fixed charges by approximately $6,801.

(2) During 1993, the Company negotiated a discounted payoff of a mortgage loan
secured by an apartment community, the excess of the amount owed for
principal and interest over the amount paid to payoff the loan was recorded
as an extraordinary item-gain on extinguishment of debt. The Company
determined that the carrying value of the community was in excess of net
realizable value. The excess of $1,361 was charged to write down of real
estate assets and was recorded in the income (loss) before minority interest
and extraordinary item.

(3) In connection with the repayment of existing indebtedness at the time of the
initial public offering, prepayment penalties and lender participation
(additional interest) totaling $2,594 were paid. Prior to the offering, an
Executive Incentive Deferred Compensation Plan was canceled and the $2,639
that was funded by the Company was expensed during 1994.

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-19879) and
related Prospectus and Prospectus Supplement of Evans Withycombe Residential,
Inc. and Evans Withycombe Residential, L.P. for the registration of various
securities described therein and to the incorporation by reference therein of
our report dated January 31, 1997, with respect to the consolidated financial
statements and schedule of Evans Withycombe Residential, Inc. included in its
Annual Report (Form 10-K/A) for the year ended December 31, 1996, and our report
dated January 31, 1997, with respect to the consolidated financial statements
and schedule of Evans Withycombe Residential, L.P. included in its Registration
Statement (Form 10/A) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.

ERNST & YOUNG LLP

Phoenix, Arizona
March 10, 1997