NEW PLAN REALTY TRUST
(a Massachusetts business trust)
1,500,000 Depositary Shares Each Representing
a 1/10th Fractional Interest in a
7.80% Series A Cumulative Step-Up Premium Rate(sm) Preferred Share
("Series A SUPeR(sm) Preferred Shares")
(Par Value $1.00 per Series A SUPeR(sm) Preferred Share)
(Liquidation Preference Equivalent to $50 per Depositary Share)
TERMS AGREEMENT
Dated: June 30, 1997
To: New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
Attention: Chairman of the Board of Trustees
Dear Sirs:
We understand that New Plan Realty Trust, a Massachusetts business trust
(the "Trust"), proposes to issue and sell 1,500,000 depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Depositary
Receipts") each representing a 1/10th fractional interest in a share of the
Trust's 7.80% Series A Cumulative Step-Up Premium Rate(sm) Preferred Shares,
par value $1.00 per share (the "Series A SUPeR(sm) Preferred Shares") (such
Series A SUPeR(sm) Preferred Shares, Depositary Shares and Depositary Receipts
are hereinafter collectively referred to as the "Underwritten Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, we offer to purchase 1,500,000 Depositary Shares at the purchase price
set forth below.
The Underwritten Securities shall have the following terms:
Title of Securities: Depositary Shares Each Representing a 1/10th
Fractional Interest in a
7.80% Series A SUPeR(sm) Preferred Share.
Number of Shares: 1,500,000 Depositary Shares.
Fractional interest of each Series A SUPeR(sm) Preferred Share represented
by a Depositary Share: 1/10th.
Current Ratings: Standard & Poor's Corporation - A; Moody's Investors
Service, Inc. - a3.
Dividend Rate: 7.80% of the liquidation preference per Series A SUPeR(sm)
Preferred Share per annum (or $39 per Series A SUPeR(sm)
Preferred Share) from July 3, 1997 to and including September
15, 2012; thereafter, 9.80% of the liquidation preference per
Series A SUPeR(sm) Preferred Share per annum (or $49 per Series
A SUPeR(sm) Preferred Share).
Dividend Payment Dates: March 15, June 15, September 15 and December 15 (or,
if not a business day, then the immediately succeeding
business day), commencing on September 15, 1997.
Liquidation Preference: $500 per Series A SUPeR(sm) Preferred Share (or $50
per Depositary Share).
Public offering price per Depositary Share: $50 plus accrued dividends, if any,
from the date of original issue.
Purchase price per Depositary Share: $48.75 plus accrued dividends, if any,
from the date of original issue
(payable in same-day funds).
Conversion provisions: Not convertible into any other securities of the
Trust.
Optional redemption provisions: The Series A SUPeR(sm) Preferred Shares and
the Depositary Shares representing such
Series A SUPeR(sm) Preferred Shares are not
redeemable prior to June 15, 2007. On or
after June 15, 2007, the Series A SUPeR(sm)
Preferred Shares and related Depositary
Shares may be redeemed at the option of the
Trust, in whole or in part, at a redemption
price of $500 per Series A SUPeR(sm)
Preferred Share (or $50 per Depositary
Share), plus accrued and unpaid dividends,
if any, thereon. The redemption price of
the Series A SUPeR(sm) Preferred Shares
(other than any portion thereof consisting
of accrued and unpaid dividends, if any)
shall be paid solely from the sale proceeds,
including proceeds from the Trust's
distribution reinvestment plan, of other
capital shares of beneficial interest of the
Trust and not from any other source.
Mandatory redemption provisions: None.
Sinking fund requirements: None.
Number of Option Securities, if any, that may be purchased by the
Underwriter: None.
Delayed Delivery Contracts: Not authorized.
Other material terms: None.
Closing time, date and location: 10:00 A.M., New York City time, July 3,
1997, Brown & Wood LLP, One World Trade
Center, New York, New York 10048.
All the provisions contained in the document attached as Annex A hereto
entitled "New Plan Realty Trust-Common Shares, Preferred Shares, Warrants to
Purchase Common Shares and Preferred Shares, Rights to Purchase Common Shares,
and Depositary Shares-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.
Please accept this offer no later than 7:00 P.M. (New York City time) on
June 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,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: Tjarda van S. Clagett
_________________________________
Authorized Signatory
Accepted:
NEW PLAN REALTY TRUST
By:/s/ Dean Bernstein
_________________________
Name: Dean Bernstein
Title: Vice President