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EXHIBIT 1
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GROUP, INC.
(a Maryland corporation)
4,500,000 Shares
Common Stock
TERMS AGREEMENT
September 16, 1997
To: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group, Inc.
National City Center
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We understand that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group, Inc., a Maryland corporation
(the "Company"), proposes to issue and sell 4,500,000 shares of its common
stock, par value $0.0001 per share (the "Common Stock") (Common Stock being
hereinafter referred to as the "Initial Underwritten Securities"). Subject to
the terms and conditions set forth or incorporated by reference herein, the
underwriter named below (the "Underwriter") offers to purchase the Initial
Underwritten Securities set forth below opposite its name at the purchase
price set forth below, and the Option Underwritten Securities (as defined in
the Underwriting Agreement referred to below) set forth below, to the extent
any are purchased.
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Number of Underwritten
Underwriter Securities
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated. 4,500,000
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Total 4,500,000
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The Underwritten Securities shall have the following terms:
Title: Common Stock
Number of shares: 4,500,000 shares
Number of Option Underwritten
Securities: 500,000
Purchase price per share: $32.62
Listing requirements: NYSE
Black-out provisions: N/A
Lock-up provisions: During the period of thirty
(30) days from the Closing Date, the Company will not, without the prior
written consent of the Underwriter, directly or indirectly, offer to sell,
sell, issue, distribute, or otherwise dispose of, any of its equity securities,
or any security convertible into or exchangeable into or exercisable for any of
its equity securities, or register for sale under the Securities Act of 1933,
as amended, any of its equity securities, except for (i) the issuance of shares
of Common Stock upon the exercise of options or grant of restricted shares of
Common Stock under the Company's stock option plans, (ii) the exchange of Units
for Common Stock, (iii) the issuance of shares of Common Stock in connection
with the acquisition of the Retail Property Trust by the Operating Partnership
and (iv) the conversion or redemption of the Company's Series A Preferred
Stock.
Other terms and conditions: N/A
Closing date and location: September 19, 1997 at the
offices of ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
All of the provisions contained in the document attached as Annex I
hereto entitled "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GROUP, INC.--Common Stock, Warrants to
Purchase Common Stock, Preferred Stock, Warrants to Purchase Preferred Stock
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.
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Please accept this offer no later than 5:00 P.M. (New York City Time)
on September 16, 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,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
Accepted:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
