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EXHIBIT 1.02
EXCEL REALTY TRUST, INC.
(a Maryland Corporation)
8 1/2% Series A Cumulative Convertible Preferred Stock
(Par Value $.01 per share)
TERMS AGREEMENT
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Dated: January 30, 1997
To: Excel Realty Trust, Inc.
16955 Xxx Xxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chairman of the Board of Directors
Dear Sirs:
We (the "Underwriter") understand that Excel Realty Trust, Inc., a
Maryland corporation (the "Company"), proposes to issue and sell the number of
shares of its 8 1/2% Series A Cumulative Convertible Preferred Stock, $.01 par
value (the "Preferred Shares") set forth below (such Preferred Shares being
also referred to herein as the "Underwritten Securities"). Subject to the
terms and conditions set forth or incorporated by reference herein, the
Underwriter offers to purchase the number of Initial Underwritten Securities
(as defined in the Underwriting Agreement referred to below) set forth below
and the Option Securities (as defined in the Underwriting Agreement referred to
below), to the extent any are purchased, at the purchase price set forth below.
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The Underwritten Securities shall have the following terms:
Title of Securities: 8 1/2% Series A Cumulative Convertible Preferred Stock
Number of Initial Underwritten Securities: 4,000,000
Current Ratings: None
Dividend Rate: The greater of $2.125 per annum or the cash dividends
(determined on each of the quarterly dividend payment dates referred to
herein) on the shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), (or portion thereof), into which a Preferred
Share is convertible.
Dividend Payment Dates: January 15, April 15, July 15 and October 15,
commencing April 15, 1997 for the period from the date of issue.
Liquidation Preference: $25.00 per share
Ranking: Senior to the Common Stock with respect to the payment of dividends
and amounts payable upon liquidation, dissolution or winding up of the
Company.
Public offering price per share: $ 25.00, plus accrued dividends, if any, from
the date of original issuance.
Purchase price per share: $24.25
Conversion provisions: Convertible, in whole or in part, at the option of the
holder, at any time, unless previously redeemed, into shares of Common
Stock, at a conversion price of $26.06 per share of Common Stock (equivalent
to a conversion rate of .95933 of a share of Common Stock per Preferred
Share), subject to adjustment in certain circumstances (the "Conversion
Price").
Optional Redemption provisions: The Preferred Shares are not redeemable prior
to February 5, 2002. On and after February 5, 2002, the Preferred Shares
may be redeemed by the Company, in whole or in part, at the option of the
Company, (i) for such number of shares of Common Stock as equals the per
share liquidation preference of the Preferred Shares to be redeemed (without
regard to accumulated, accrued and unpaid dividends, which are to be paid in
cash) divided by the Conversion Price, or (ii) for cash at a redemption
price of $25.00 per share, plus any accumulated, accrued and unpaid
dividends.
Sinking fund requirements: None
Number of Option Securities, if any, that may be purchased by the Underwriter:
600,000
Additional co-managers, if any: None
Closing date and location: Wednesday, February 5, 1997, 9:00 A.M. at Xxxxx &
Xxxx LLP, One World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
All the provisions contained in the document attached as Annex A
hereto entitled "Excel Realty Trust, Inc. - Common Stock, Preferred Stock,
Depositary Shares and Warrants - Underwriting Agreement" are hereby
incorporated by reference in their entirety herein and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Terms defined in such document are used herein as
therein defined.
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Please accept this offer no later than 6:00 o'clock P.M. (New York
City time) on January 30, 1997 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
XXXXXX XXXX LLC
By _________________________
Name:
Title:
Accepted:
EXCEL REALTY TRUST, INC.
By _________________________
Name:
Title:
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