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EXHIBIT 1
XXXXX XXXXXXXXX GROUP, INC.
(a Maryland corporation)
301,887 Shares
Common Stock
TERMS AGREEMENT
December 18, 1997
TO: Xxxxx XxXxxxxxx Group, Inc.
National City Center
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We understand that Xxxxx XxXxxxxxx Group, Inc., a Maryland corporation
(the "Company"), proposes to issue and sell 301,887 shares of its common
stock, par value $0.00001 per share (the "Common Stock") (the Common Stock being
hereinafter referred to as the "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 Underwritten Securities
set forth below opposite its name at the purchase price set forth below.
Underwriter Number of
----------- Underwritten Securities
-----------------------
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 301,887
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The Underwritten Securities shall have the following terms:
Title: Common Stock
Number of shares: 301,887 shares
Number of Option Underwritten N/A
Securities:
Purchase price per share: $31.6344
Listing requirements: NYSE
Black-out provisions N/A
Lock-up provisions: N/A
Other terms and conditions: This Agreement shall be subject to
termination in the absolute discretion of
the Underwriter, without liability on the
part of the Underwriter to the Company, by
notice to the Company, if prior to the
Closing Date (i) trading in securities
generally on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq
National Market shall have been suspended or
materially limited, (ii) a general
moratorium on commercial banking activities
in New York shall have been declared by
either federal or state authorities, (iii)
there shall have occurred any outbreak or
escalation of hostilities or other
international calamity, crisis or change in
political, financial or economic conditions,
the effect of which on the financial markets
of the United States is such as to make it,
in the judgment of the Underwriter,
impracticable or inadvisable (x) to commence
or continue the offering of the units of The
Xxxx Xxxxx REIT Trust, December 1997 Series
(the "Trust") to the public, or (y) to
enforce contracts for the sale of the units
of the Trust. Notice of such termination may
be given to the Company by telegram,
telecopy or telephone and shall be
subsequently confirmed by letter.
Closing date and location: December 23, 1997 at the offices of Hunton &
Xxxxxxxx, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxx 00000.
All of the provisions contained in the document attached as Annex I
hereto entitled "XXXXX XXXXXXXXX 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.
References therein to "Xxxxxxx Xxxxx" shall be deemed to refer to Xxxx Xxxxx
Xxxx Xxxxxx, Incorporated ("Xxxx Xxxxx"). Notices under this Terms Agreement
shall be given to Xxxx Xxxxx at 111
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South Xxxxxxx Street, X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxx 00000, Attention:
Syndicate Department.
Please accept this offer not later than six o'clock p.m. (New York
City time) on December 18, 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,
XXXX XXXXX XXXX XXXXXX, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Title: Senior Executive
Vice President
Accepted:
XXXXX XXXXXXXXX GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Secretary/General Counsel
