EXH. 1.2 UNDERWRITING AGREEMENT

Exhibit 1.2


3,200,000 SHARES
7.75% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST
(LIQUIDATION PREFERENCE $25.00 PER SHARE)


ENTERTAINMENT PROPERTIES TRUST


JANUARY 11, 2005


Bear, Stearns & Co. Inc.,
as Representative to the several Underwriters
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Ladies/Gentlemen:

Entertainment Properties Trust, a Maryland real estate investment trust
(the "COMPANY"), proposes, subject to the terms and conditions stated herein, to
issue and sell to Bear, Stearns & Co. Inc. ("BEAR STEARNS") and each of the
several underwriters named in SCHEDULE A hereto (collectively, the
"UNDERWRITERS," which term shall also include any underwriter substituted as
hereinafter provided in Section 9 hereof) for which Bear Stearns is acting as
representative (in such capacity, the "REPRESENTATIVE") an aggregate of
3,200,000 shares (the "SHARES") of its 7.75% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, par value $.01 per share (liquidation
preference $25.00 per share) (the "SERIES B PREFERRED SHARES"), as set forth on
SCHEDULE A hereto. The dividend payment dates, redemption provisions, rank and
other terms of the Series B Preferred Shares are set forth in the Articles
Supplementary relating to the Series B Preferred Shares (the "ARTICLES
SUPPLEMENTARY") to be filed with the State Department of Assessments and
Taxation of the State of Maryland (the "SDAT"). The Representative is acting as
sole book-running and co-lead manager in connection with the public offering of
the Shares that the Underwriters intend to conduct (the "OFFERING").

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to, and agrees with, each of the Underwriters as of the date hereof
and as of the Closing Date (as defined in Section 2 below) that:

(a) The Company has filed with the Securities and Exchange Commission
(the "COMMISSION") a registration statement on Form S-3 (No. 333-113626), as
amended, for the registration of common shares, preferred shares, warrants and
debt securities, including the Shares, under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and the offering thereof from time to time in
accordance with Rule 430A or Rule 415 of the rules and regulations of the
Commission under the Securities Act (the "SECURITIES ACT RULES AND
REGULATIONS"), and the Company has filed such post-effective amendments thereto
as may be required prior to the execution of this Agreement. Such registration
statement (as so amended, if applicable) has been declared effective by the
Commission. The registration statement and prospectus may have been amended or
supplemented prior to the date of this Agreement; any such amendment or
supplement was prepared and filed, and any such amendment, filed after the


effective date of such registration statement has been declared effective. No
stop order suspending the effectiveness of the registration statement has been
issued, and no proceeding for that purpose has been instituted or threatened by
the Commission. A prospectus supplement (the "PROSPECTUS SUPPLEMENT") setting
forth the terms of the offering, sale and plan of distribution of the Shares and
additional information concerning the Company and its business has been or will
be prepared and, together with the prospectus included in the registration
statement, will be filed pursuant to Rule 424(b) of the Rules and Regulations on
or before the second business day after the date hereof (or such earlier time as
may be required by the Rules and Regulations). The registration statement, as it
may have heretofore been amended and at the time it became effective, including
the information, if any, deemed to be a part thereof pursuant to Rule 430A(b) of
the Securities Act Rules and Regulations or Rule 434(d) of the Securities Act
Rules and Regulations, is referred to herein as the "REGISTRATION STATEMENT,"
and the final form of prospectus included in the Registration Statement, as
supplemented by the Prospectus Supplement, in the form filed by the Company with
the Commission pursuant to Rule 424(b) under the Securities Act Rules and
Regulations, is referred to herein as the "PROSPECTUS." Any Registration
Statement filed by the Company pursuant to Rule 462(b) of the Securities Act is
hereinafter called the "Rule 462(b) Registration Statement" and from and after
the date and time of filing the Rule 462(b) Registration Statement, the term
"Registration Statement" shall include the Rule 462(b) Registration Statement.
Copies of the Registration Statement and the Prospectus, any amendments or
supplements thereto and all documents incorporated by reference therein that
were filed with the Commission on or prior to the date of this Agreement
(including one fully executed copy of the Registration Statement and of each
amendment thereto) have been delivered to the Underwriters and their counsel.
Any preliminary prospectus or prospectus subject to completion included in the
Registration Statement or filed with the Commission pursuant to Rule 424 under
the Securities Act and the Securities Act Rules and Regulations is hereafter
called a "PRELIMINARY PROSPECTUS." Any reference herein to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), on or before the effective date of the
Registration Statement, the date of such Preliminary Prospectus or the date of
the Prospectus, as the case may be, and any reference herein to the terms
"AMEND," "AMENDMENT" or "SUPPLEMENT" with respect to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include (i) the filing of any document under the Exchange Act after the
effective date of the Registration Statement, the date of such Preliminary
Prospectus or the date of the Prospectus, as the case may be, which is
incorporated therein by reference and (ii) any such document so filed. For
purposes of this Agreement, all references to the Registration Statement, the
Prospectus, any Preliminary Prospectus or to any amendment or supplement thereto
shall be deemed to include any copy filed with the Electronic Data Gathering
Analysis and Retrieval System (EDGAR), and such copy shall be identical in
content to any Prospectus delivered to the Underwriters for use in connection
with the Offering.

(b) Each part of the Registration Statement, when such part became or
becomes effective, and at the date of the filing of the Company's most recent
Annual Report on Form 10-K, and the Prospectus and any amendment or supplement
thereto, on the date of filing thereof with the Commission and at the Closing
Date (as hereinafter defined), conformed or will conform in all material
respects with the requirements of the Securities Act and the Securities Act
Rules and Regulations; each part of the Registration Statement, when such part
became or


becomes effective, or when such part was filed with the Commission, or at the
date of the filing of the Company's most recent Annual Report on form 10-K, did
not or will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading; the Prospectus and any amendment or
supplement thereto, on the date of the filing thereof with the Commission and at
the Closing Date, did not or will not include an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. When
any related Preliminary Prospectus was first filed with the Commission (whether
filed as part of the registration statement for the registration of the Shares
or any amendment thereto or pursuant to Rule 424(a) under the Securities Act)
and when any amendment thereof or supplement thereto was first filed with the
Commission, such Preliminary Prospectus and any amendments thereof and
supplements thereto complied in all material respects with the applicable
provisions of the Securities Act, the Exchange Act and the Rules and Regulations
and did not contain an untrue statement of a material fact and did not omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. No representation and warranty is made in this subsection
(b) however, with respect to any information contained in or omitted from the
Registration Statement or the Prospectus or any related Preliminary Prospectus
or any amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Underwriters through you specifically for use therein. The parties
acknowledge and agree that such information provided by or on behalf of any
Underwriters consists solely of the material included in paragraphs 6 and 8
under the caption "Underwriting" in the Prospectus Supplement.

(c) The documents incorporated or deemed to be incorporated by
reference in the Prospectus, at the time they were or hereafter are filed with
the Commission, complied and will comply in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
under the Exchange Act (the "Exchange Act Rules and Regulations" and, together
with the Securities Act Rules and Regulations, the "Rules and Regulations") and,
when read together with the other information in the Prospectus, at the time the
Registration Statement and any amendments thereto become effective, at the date
of the Prospectus and at the Closing Date, did not and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

(d) Ernst & Young LLP, who have certified certain of the financial
statements and supporting schedules and information incorporated by reference in
the Registration Statement are and, during the periods covered by their reports
incorporated by reference in the Registration Statement, were independent public
accountants as required by the Securities Act, the Exchange Act and the Rules
and Regulations. KPMG LLP, who have certified certain of the financial
statements and supporting schedules and information incorporated by reference in
the Registration Statement are and, during the periods covered by their reports
incorporated by reference in the Registration Statement, were independent public
accountants as required by the Securities Act, the Exchange Act and the Rules
and Regulations. BDO Dunwoody LLP, who have certified the statements of revenues
and certain expenses of Courtney Square Limited Partnership, Oakville Centrum
Limited Partnership, Whitby Centrum Limited Partnership and Kanata Centrum
Limited Partnership for the year ended December 31,


2003 and certain information incorporated by reference in the Registration
Statement are and, during the periods covered by their reports incorporated by
reference in the Registration Statement, were independent public accountants, as
required by the Securities Act, the Exchange Act and the Rules and Regulations.
BDO Seidman, LLP, who have certified the statement of revenues and certain
expenses of New Roc Associates, L.P., for the year ended December 31, 2002 and
certain information incorporated by reference in the Registration Statement are
and, during the periods covered by their reports incorporated by reference in
the Registration Statement, were independent public accountants, as required by
the Securities Act, the Exchange Act and the Rules and Regulations. Neither
Ernst & Young LLP, KPMG LLP, BDO Dunwoody LLP nor BDO Seidman, LLP have notified
the Company, the Company's board of trustees or the audit committee of the board
of trustees of any illegal acts that are required to be reported pursuant to
Section 10A of the Exchange Act.

(e) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set forth in
the Registration Statement and the Prospectus, (A) there has been no change in
the earnings, assets, properties, business, results of operations, shareholders'
equity, prospects, affairs or condition (financial or otherwise) of the Company
and each subsidiary of the Company listed on EXHIBIT A hereto (the
"SUBSIDIARIES"), taken as a whole, which has had or would reasonably be expected
to have a Material Adverse Effect (as defined in Section 1(j) below), (B) there
has been no casualty, loss, condemnation or other adverse event with respect to
any property or interest therein owned, directly or indirectly, by the Company
or any Subsidiary which has had or would reasonably be expected to have a
Material Adverse Effect, (C) there have been no transactions entered into by the
Company or any Subsidiary, other than those in the ordinary course of business,
which are material with respect to the Company and the Subsidiaries taken as a
whole, (D) except for regular quarterly distributions on the Company's common
shares of beneficial interest, par value $.01 per share ("COMMON SHARES"), and
9.50% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest,
par value $.01 per share (liquidation preference $25.00 per share) (the "SERIES
A PREFERRED SHARES"), which have been publicly announced through the date of
this Agreement, there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital stock, and (E) there has
been no material increase in long-term debt or decrease in the capital of the
Company or the Subsidiaries, taken as a whole, other than in the ordinary course
of their businesses (each, a "MATERIAL ADVERSE CHANGE"). Since the date of the
latest balance sheet presented in the Registration Statement and the Prospectus,
neither the Company nor any of the Subsidiaries has incurred or undertaken any
liabilities or obligations, direct or contingent, or entered into any
transactions which are material to the Company and the Subsidiaries, taken as a
whole, except for liabilities, obligations and transactions which are reflected
in the Registration Statement and the Prospectus.

(f) This Agreement and the transactions contemplated by this
Agreement, the Registration Statement and the Prospectus have been duly and
validly authorized by the Company and this Agreement has been duly and validly
executed and delivered by the Company. The Articles Supplementary has been, or
by the Closing Date will be, duly authorized and executed by the Company and
filed by the Company with the SDAT.

(g) The execution, delivery, and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement, the
Registration Statement and the Prospectus (including the issuance and sale of
the Shares and the use of


proceeds from the sale of the Shares as described under the caption "Use of
Proceeds") do not and will not (i) conflict with, require consent under or
result in a breach of any of the terms and provisions of, or constitute a
default (or an event which with notice or lapse of time, or both, would
constitute a default) under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any of
the Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan
agreement or other agreement, instrument, franchise, license or permit to which
the Company or any of the Subsidiaries is a party or by which the Company or any
of the Subsidiaries or their respective properties, operations or assets may be
bound or (ii) violate or conflict with any provision of the declaration of
trust, certificate or articles of incorporation, by-laws, certificate of
formation, limited liability company agreement, partnership agreement or any
other organizational document of the Company or any of the Subsidiaries or any
judgment, decree, order, statute, rule or regulation of any court or any public,
governmental or regulatory agency or body, domestic or foreign, having
jurisdiction over the Company or any of the Subsidiaries or any of their
respective properties, operations or assets. No consent, approval,
authorization, order, registration, filing, qualification, license or permit of
or with any court or any public, governmental or regulatory agency or body,
domestic or foreign, having jurisdiction over the Company or any of the
Subsidiaries or any of their respective properties, operations or assets, or any
third party, is required for the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated by this
Agreement, the Registration Statement and the Prospectus, including the
issuance, sale and delivery of the Shares to be issued, sold and delivered
hereunder, except the registration under the Securities Act of the Shares,
filings with the New York Stock Exchange and the Commission of the Prospectus,
and such consents, approvals, authorizations, orders, registrations, filings,
qualifications, licenses and permits as may be required under state securities
or Blue Sky laws in connection with the purchase and distribution of the Shares
by the Underwriters, each of which has been obtained.

(h) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus in the column entitled "Actual" under
the caption "Capitalization" and, after giving effect to the Offering and the
other transactions contemplated by this Agreement, the Registration Statement
and the Prospectus, will be as set forth in the column entitled "As Adjusted"
under the caption "Capitalization." All of the issued and outstanding shares of
capital stock of the Company have been duly and validly authorized and issued,
are fully paid and non-assessable and were not issued in violation of or subject
to any preemptive or similar rights arising by operation of law under the
organizational documents of the Company or under any agreement to which the
Company or any of its subsidiaries is a party or otherwise that entitle or will
entitle any person to acquire from the Company or any Subsidiary upon the
issuance or sale thereof any Common Shares, Series A Preferred Shares, Series B
Preferred Shares, any other equity security of the Company or any Subsidiaries
and any security convertible into, or exercisable or exchangeable for, any
Common Shares, Series A Preferred Shares, Series B Preferred Shares or other
such equity security (any "RELEVANT SECURITY"). The Shares to be delivered on
the Closing Date (as hereinafter defined), have been duly and validly authorized
for issuance and sale pursuant to this Agreement and, when delivered in
accordance with this Agreement against payment of the consideration therefor
specified in this Agreement, will be duly and validly issued, fully paid and
non-assessable and will not have been issued in violation of or subject to any
preemptive or similar rights that entitle or will entitle any person to acquire
any Relevant Security from the Company or any Subsidiary upon issuance or sale
of Shares in the Offering. The Common Shares, Series A Preferred Shares, Series
B


Preferred Shares and Shares conform in all material respects to the descriptions
thereof contained in the Registration Statement and the Prospectus The Articles
Supplementary for the Series B Preferred Shares will be in full force and effect
prior to the time of payment and delivery of the Shares and will comply with all
applicable legal requirements. The form of share certificate to be used to
evidence the Series B Preferred Shares will be in due and proper form and will
comply with all applicable legal requirements. Except as disclosed in or
specifically contemplated by the Prospectus, there are no shares of capital
stock of the Company reserved for any purpose and there are no outstanding
securities convertible into or exchangeable for any shares of capital stock of
the Company and neither the Company nor any Subsidiary has outstanding options
to purchase, or any preemptive rights or other rights to subscribe for or to
purchase, or any contracts or commitments to issue or sell, any Relevant
Security.

(i) The Subsidiaries listed on EXHIBIT A hereto are the only
subsidiaries of the Company within the meaning of Rule 405 under the Securities
Act. Except for the Subsidiaries and Atlantic-EPR I, a Delaware general
partnership (in which the Company owns a 20% interest), Atlantic-EPR II, a
Delaware general partnership (in which the Company owns a 20% interest) and New
Roc Associates L.P., a New York limited partnership (in which the Company owns
the general partnership interest and 70.4% of the limited partnership interest),
the Company owns no ownership or other beneficial interest, directly or
indirectly, in any corporation, partnership, joint venture or other business
entity. All of the issued shares of capital stock of or other ownership interest
in each of the Subsidiaries have been duly and validly authorized and issued and
are fully paid and non-assessable and, except as set forth on EXHIBIT A hereto,
are owned directly or indirectly by the Company free and clear of all liens,
encumbrances, equities or claims.

(j) Each of the Company and the Subsidiaries has been duly organized
and validly exists as a real estate investment trust, corporation, business
trust, partnership or limited liability company in good standing under the laws
of its jurisdiction of organization. Each of the Company and the Subsidiaries is
duly qualified to do business and is in good standing as a foreign trust,
corporation, partnership or limited liability company in each jurisdiction in
which the character or location of its properties (owned, leased or licensed) or
the nature or conduct of its business makes such qualification necessary, except
for those failures to be so qualified or in good standing which could not
reasonably be expected to (individually or when aggregated with other such
instances) have a material adverse effect on (i) the earnings, assets, business,
condition (financial or otherwise), results of operations, stockholders' equity,
properties, affairs or prospects of the Company and the Subsidiaries, taken as a
whole; (ii) the long-term debt or capital stock of the Company or any of its
Subsidiaries; or (iii) the Offering or consummation of any of the other
transactions contemplated by this Agreement, the Registration Statement and the
Prospectus (a "MATERIAL ADVERSE EFFECT"). Each of the Company and the
Subsidiaries has all requisite power and authority, and all necessary consents,
approvals, authorizations, orders, registrations, qualifications, licenses and
permits (collectively, the "CONSENTS") of and from all public, regulatory or
governmental agencies and bodies and third parties, foreign and domestic, to
own, hold, lease and operate its properties and conduct its business as it is
now being conducted and as described in the Registration Statement and the
Prospectus, and each such Consent is valid and in full force and effect, and
neither the Company nor any of the Subsidiaries has received notice of any
investigation or proceedings which results in the revocation of any such
Consent. Each of the Company and the Subsidiaries is in compliance with all
applicable laws, rules, regulations, ordinances and directives, except where
failure to be in compliance could not reasonably be expected to have a Material
Adverse Effect.


No Consent contains a materially burdensome restriction not adequately disclosed
in the Registration Statement and the Prospectus. Neither the Company nor any
Subsidiary is in violation of its declaration of trust, certificate or articles
of incorporation, by-laws, certificate of formation, limited liability company
agreement, partnership agreement or any other organizational document. The
Company and Subsidiaries are not in default under any indenture, mortgage, deed
of trust, voting trust agreement, loan agreement, bond, debenture, note
agreement or evidence of indebtedness, lease, contract or other agreement or
instrument to which they are a party or by which they or any of their properties
or other assets are bound, violation of which would individually or in the
aggregate have a Material Adverse Effect, and no other party under any such
agreement or instrument to which the Company or the Subsidiaries are a party is,
to the knowledge of the Company, in default in any material respect thereunder.
To the knowledge of the Company, no liability (financial or otherwise) exists
for the Company or the Subsidiaries, except for those liabilities which would
not have a Material Adverse Effect.

(k) Except as described in the Prospectus, there is no legal,
governmental or regulatory proceeding or other litigation (including but not
limited to routine litigation) to which the Company or any of the Subsidiaries
is a party or of which any property or operations of the Company or any of the
Subsidiaries is the subject which, individually or in the aggregate, if
determined adversely to the Company or any of the Subsidiaries, could reasonably
be expected to have a Material Adverse Effect; to the best of the Company's
knowledge, no such proceeding or litigation is threatened or contemplated by any
legal, governmental or regulatory authority or other third party, foreign or
domestic; and the defense of all such proceedings and litigation against or
involving the Company or any of the Subsidiaries could not reasonably be
expected to have a Material Adverse Effect.

(l) The consolidated financial statements of the Company, included or
incorporated by reference, in the Registration Statement and the Prospectus,
together with the related schedules and notes, as well as those financial
statements, schedules or notes of any other entity included therein, present
fairly the financial position as of the dates indicated and the results of
operations, changes in shareholders' equity and cash flows for the periods
therein specified of the Company and its consolidated Subsidiaries or of the
respective entity or entities or group presented therein; except as otherwise
stated in the Registration Statement, said financial statements, notes and
schedules have been prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the periods
involved and present fairly the information required to be stated therein. The
other financial and statistical information and data included or incorporated by
reference in the Registration Statement and the Prospectus present fairly the
information included therein and have been prepared on a basis consistent with
that of the financial statements that are included or incorporated by reference
in the Registration Statement and the Prospectus and the books and records of
the respective entities presented therein, and comply with the applicable
requirements of Regulation G of the Commission.

(m) Any pro forma or as adjusted financial information and the related
notes thereto included or incorporated by reference in the Registration
Statement and the Prospectus present fairly the information shown therein, have
been prepared in accordance with the Commission's rules and the guidelines of
the American Institute of Certified Public Accountants with respect to pro forma
information and have been properly compiled on the bases described therein, and
the assumptions used in the preparation thereof are, in the opinion of


the Company, reasonable and the adjustments used therein are appropriate to give
effect to the transactions and circumstances referred to therein. All historical
financial statements and information and all pro forma financial statements and
information required by the Securities Act, the Exchange Act and the Rules and
Regulations are included, or incorporated by reference, in the Registration
Statement and the Prospectus.

(n) The statistical and market-related data included or incorporated
by reference in the Registration Statement and the Prospectus are based on or
derived from sources which the Company reasonably and in good faith believes are
reliable and accurate, and such data agree with the sources from which they are
derived.

(o) There are no contracts or other documents (including, without
limitation, any voting agreement), which are required to be described in the
Registration Statement and the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act, the Exchange Act or the Rules and
Regulations and which have not been so described or filed. All of the contracts
to which any of the Company or the Subsidiaries is a party and which are
material to the business and operations of the Company and the Subsidiaries,
taken as a whole, (i) have been duly authorized, executed and delivered by such
entity, constitute valid and binding agreements of such entity and are
enforceable against such entity in accordance with the terms thereof, except as
such enforcement may be limited by (A) bankruptcy, insolvency, reorganization or
similar other laws affecting creditors' rights generally and (B) general equity
principles and limitations on the availability of equitable relief, or (ii) in
the case of any contract to be executed on or before the Closing Date, will on
the Closing Date be duly authorized, executed and delivered by the Company
and/or a Subsidiary, and constitute valid and binding agreements of such entity
enforceable against each entity in accordance with the terms thereof, except as
such enforcement may be limited by (A) bankruptcy, insolvency, reorganization or
similar other laws affecting creditors' rights generally and (B) general equity
principles and limitations on the availability of equitable relief.

(p) The Common Shares and Series A Preferred Shares are registered
pursuant to Section 12(b) of the Exchange Act and the outstanding Common Shares
and Series A Preferred Shares are listed on the Exchange (as defined in Section
11(b) below) and the Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Common Shares or the Series A
Preferred Shares under the Exchange Act or de-listing the Common Shares or
Series A Preferred Shares from the Exchange, nor has the Company received any
notification that the Commission or the Exchange is contemplating terminating
such registrations or listings. The Shares have been approved for listing on the
Exchange, subject to official notice of issuance.

(q) Except as disclosed in the Registration Statement and the
Prospectus, no holder of securities of the Company has any registration or
similar rights to require registration of any debt or equity security of the
Company as part or on account of, or otherwise in connection with, the sale of
the Shares contemplated hereby, and any such rights so disclosed have either
been fully complied with by the Company or effectively waived by the holders
thereof, and any such waivers remain in full force and effect.

(r) Neither the Company nor any of its affiliates has taken, nor will
any of them take, directly or indirectly, any action resulting in a violation of
Regulation M under


the Exchange Act, or is designed to cause or result in, or which might
reasonably be expected to constitute, cause or result in, the stabilization or
manipulation of the price of any security to facilitate the sale or resale of
the Shares. The Company has not distributed and, prior to the Closing Date, will
not distribute any offering material in connection with the offering and sale of
the Shares other than the Registration Statement, the Prospectus or other
materials, if any, permitted by the Securities Act.

(s) The Company has not prior to the date hereof offered or sold any
securities which would be "integrated" with the offer and sale of the Shares
pursuant to the Registration Statement. Except as described in the Registration
Statement and the Prospectus (and pursuant to the Company's dividend
reinvestment plan, as in effect on the date hereof), the Company has not sold or
issued any Relevant Security during the six-month period preceding the date of
the Prospectus, including but not limited to any sales pursuant to Rule 144A or
Regulation D or S under the Securities Act, other than Common Shares issued
pursuant to employee benefit plans, qualified stock option plans or the employee
compensation plans or pursuant to outstanding options, rights or warrants as
described in the Prospectus.

(t) There are no direct or indirect business relationships or related
party transactions (including those contemplated by Item 404 of Regulation S-K
under the Securities Act) involving the Company or any subsidiary or affiliate
or any other person required by the Securities Act, the Exchange Act or the
Rules and Regulations to be described in the Registration Statement or the
Prospectus which is not so described or is not described as required. There are
no outstanding loans, advances (except normal advances for business expenses in
the ordinary course of business) or guarantees of indebtedness by the Company to
or for the benefit of any of the officers or directors of the Company or its
subsidiaries which are required to by the Securities Act, the Exchange Act or
the Rules and Regulations to be described in the Registration Statement or the
Prospectus which are not so described or not described as required. Neither the
Company nor any of its subsidiaries has, in violation of the Sarbanes-Oxley Act
of 2002 (the "SARBANES-OXLEY ACT"), directly or indirectly, extended or
maintained credit, arranged for the extension of credit, or renewed an extension
of credit, in the form of a personal loan to or for any director or executive
officer of the Company or any of its subsidiaries.

(u) The Company and its Subsidiaries (i) make and keep accurate books
and records, and (ii) maintain a system of internal accounting controls
sufficient to provide reasonable assurances that (A) transactions are executed
in accordance with management's general or specific authorizations, (B)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets, (C) access to assets is permitted only in
accordance with management's general or specific authorization and (D) the
recorded accounting for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Based
on an evaluation of its disclosure controls and procedures, the Company is not
aware of (i) any significant deficiency in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data or any material weakness in internal
controls; or (ii) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company's internal
controls. Since the date of the most recent evaluation of such disclosure
controls and procedures, there have been no significant changes in internal
controls or in other


factors that could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

(v) The conditions for use of Form S-3, as set forth in the General
Instructions thereto, have been satisfied. During the period of at least the
last 24 calendar months prior to the date of this Agreement, the Company has
timely filed with the Commission all documents and other material required to be
filed pursuant to Sections 13, 14 and 15(d) under the Exchange Act. During the
period of at least the last 36 calendar months preceding the filing of the
Registration Statement, the Company has filed all reports required to be filed
pursuant to Sections 13, 14 and 15(d) under the Exchange Act. Immediately
preceding the filing of the Registration Statement, the aggregate market value
of the Company's voting and non-voting common equity held by non-affiliates of
the Company was equal to or greater than $75 million.

(w) Each of the Company and the Subsidiaries is not and, at all times
up to and including consummation of the transactions contemplated by this
Agreement, the Registration Statement and the Prospectus, and after giving
effect to the application of the net proceeds of the Offering, will not be,
subject to registration as an "investment company" under the Investment Company
Act of 1940, as amended (the "40 ACT"), and is not and will not be an entity
"controlled" by an "investment company" within the meaning of such act.

(x) The Company and the Subsidiaries have good and marketable title in
fee simple to, or a valid and enforceable ground leasehold interest in, all real
property and good and marketable title to all personal property owned by them,
in each case free and clear of all liens, encumbrances and defects except such
as are described in the Registration Statement and the Prospectus or such as do
not (individually or in the aggregate) materially affect the value of such
property or interfere with the use made or proposed to be made of such property
by the Company and the Subsidiaries; and any real property and buildings held
under lease or sublease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and the Subsidiaries. Neither the Company
nor any of the Subsidiaries has received any notice of any claim adverse to its
ownership or leasing of any real or personal property or of any claim against
the continued possession of any real property, whether owned or held under lease
or sublease by the Company or any of the Subsidiaries. All liens, charges,
encumbrances, claims or restrictions on or affecting any of the properties or
the assets of the Company and the Subsidiaries which are required to be
disclosed in the Prospectus are disclosed therein. No tenant under any of the
leases pursuant to which the Company or any Subsidiary leases its property has
an option or right of first refusal to purchase the premises demised under such
lease, the exercise of which would have a Material Adverse Effect. The use and
occupancy of each of the properties of the Company and the Subsidiaries comply
in all material respects with all applicable codes and zoning laws and
regulations. The Company and the Subsidiaries have no knowledge of any pending
or threatened condemnation or zoning change that will in any material respect
affect the size of, use of, improvement of, construction on, or access to any of
the properties of the Company or the Subsidiaries. The Company and the
Subsidiaries have no knowledge of any pending or threatened proceeding or action
that will in any manner materially affect the size of, use of, improvements or
construction on, or access to any of the properties of the Company or the
Subsidiaries. The property purchase agreements described in the Prospectus have
been duly authorized, executed and delivered by the Company, have been executed
by the other parties


thereto, and constitute binding obligations of the Company. The description of
the property purchase agreements contained in the Prospectus is accurate in all
material respects.

(y) The Company and each of the Subsidiaries owns or possesses
adequate right to use all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses, formulae, customer lists, and know-how and other
intellectual property (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures)
necessary for the conduct of their respective businesses as being conducted and
as described in the Registration Statement and Prospectus and have no reason to
believe that the conduct of their respective businesses does or will conflict
with, and have not received any notice of any claim of conflict with, any such
right of others. To the best of the Company's knowledge, all material technical
information developed by and belonging to the Company which has not been
patented has been kept confidential. Neither the Company nor any of its
Subsidiaries has granted or assigned to any other person or entity any right to
manufacture, have manufactured, assemble or sell the current products and
services of the Company or those products and services described in the
Registration Statement and Prospectus. There is no infringement by third parties
of any such Intellectual Property; there is no pending or, to the Company's
knowledge, threatened action, suit, proceeding or claim by others challenging
the Company's or any Subsidiary's rights in or to any such Intellectual
Property, and the Company is unaware of any facts which would form a reasonable
basis for any such claim; and there is no pending or, to the Company's
knowledge, threatened action, suit, proceeding or claim by others that the
Company infringes or otherwise violates any patent, trademark, copyright, trade
secret or other proprietary rights of others, and the Company is unaware of any
other fact which would form a reasonable basis for any such claim.

(z) Each of the Company and the Subsidiaries has accurately prepared
and timely filed all federal, state and other tax returns that are required to
be filed by it and has paid or made provision for the payment of all taxes,
assessments, governmental or other similar charges, including without
limitation, all sales and use taxes and all taxes which the Company and each of
the Subsidiaries is obligated to withhold from amounts owing to employees,
creditors and third parties, with respect to the periods covered by such tax
returns (whether or not such amounts are shown as due on any tax return). No
deficiency assessment with respect to a proposed adjustment of the Company's or
any of the Subsidiaries' Federal, state, or other taxes is pending or, to the
best of the Company's knowledge, threatened. There is no tax lien, whether
imposed by any federal, state or other taxing authority, outstanding against the
assets, properties or business of the Company or any of the Subsidiaries. To the
knowledge of the Company, there are no tax returns of the Company or any of the
Subsidiaries that are currently being audited by state, local or Federal taxing
authorities or agencies which would have a Material Adverse Effect.

(aa) Neither the Company, any of the Subsidiaries nor, to the
Company's knowledge, any of its employees or agents has at any time during the
last five years (i) made, on behalf of the Company, any unlawful contribution to
any candidate for foreign office, or failed to disclose fully any contribution
in violation of law or (ii) made any payment to any federal or state
governmental officer or official, or other person charged with similar public or
quasi-public duties, other than payments required or permitted by the laws of
the United States of any jurisdiction thereof.


(bb) No labor disturbance by the employees of the Company or any of
the Subsidiaries exists or, to the best of the Company's knowledge, is imminent
and the Company is not aware of any existing or imminent labor disturbance by
the employees of any of its or any Subsidiary's principal suppliers,
manufacturers', customers or contractors, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

(cc) No "prohibited transaction" (as defined in Section 406 of the
Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended from time to time (the "CODE"),
or "accumulated funding deficiency" (as defined in Section 302 of ERISA) or any
of the events set forth in Section 4043(b) of ERISA (other than events with
respect to which the 30-day notice requirement under Section 4043 of ERISA has
been waived) has occurred with respect to any employee benefit plan which could
reasonably be expected to have a Material Adverse Effect; each employee benefit
plan is in compliance in all material respects with applicable law; including
ERISA (to the extent applicable) and the Code; the Company has not incurred and
does not expect to incur liability under Title IV of ERISA with respect to the
termination of, or withdrawal from any "pension plan"; and each "pension plan"
(as defined in ERISA) for which the Company would have any liability that is
intended to be qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by failure to
act, which could cause the loss of such qualification.

(dd) Except as would not, singularly or in the aggregate, have a
Material Adverse Effect, (i) to the Company's knowledge, there does not exist on
any of the properties described in the Prospectus any Hazardous Materials (as
hereinafter defined) in unlawful quantities, (ii) to the Company's knowledge,
there has not occurred on or from such properties any unlawful spills, releases,
discharges or disposal of Hazardous Materials, (iii) the Company and the
Subsidiaries have not failed to comply with all applicable local, state and
Federal laws, regulations, ordinances and administrative and judicial orders
relating to pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of Hazardous Materials
or to the generation, manufacture, processing, recycling, distribution, use,
treatment, sale, storage, disposal, transport or handling of Hazardous Materials
(collectively, "ENVIRONMENTAL LAWS"), (iv) the Company and its Subsidiaries have
(to the extent not maintained by the applicable tenants) all permits,
authorizations and approvals required under any applicable Environmental Laws
and all are in compliance with their requirements, (v) there are no pending or,
to the Company's knowledge, threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance
or violation, investigation or proceedings pursuant to any Environmental Law
against the Company or any of its Subsidiaries, and (vi) to the Company's
knowledge, there are no events or circumstances that might reasonably be
expected to form the basis of an order for clean-up or remediation, or an
action, suit or proceeding by any private party or governmental body or agency,
against the Company, any Subsidiary or any of their assets relating to any
Hazardous Materials or the violation of any Environmental Laws.

As used herein, "HAZARDOUS MATERIAL" shall include, without limitation, any
flammable explosives, radioactive materials, oil, petroleum, petroleum products,
hazardous


materials, hazardous wastes, hazardous or toxic substances, asbestos or any
material as defined by any environmental laws, including, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. Section 9601, et seq.) (CERCLA), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Section 1801, et seq.), the
Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et
seq.), and in the regulations adopted pursuant to each of the foregoing or by
any Federal, state or local governmental authority having jurisdiction over the
properties as described in the Prospectus.

All of the properties of the Company and the Subsidiaries have been, and it
is contemplated that all future acquisitions will be, subjected to a Phase I or
similar environmental assessment (which generally includes a site inspection,
interviews and a records review, but no subsurface sampling). These assessments
and follow-up investigations, if any, of the properties (including, as
appropriate, asbestos, radon and lead surveys, additional public record review,
subsurface sampling and other testing), of the properties have not revealed any
environmental liability that the Company believes would have a Material Adverse
Effect. The Company has not agreed to assume, undertake or provide
indemnification (except as may extend to lenders to the Company who finance the
acquisition of real property or the refinancing thereof) for any liability of
any other person under any environmental law, including any obligation for
cleanup or remedial action, except as could not reasonably be expected to have a
Material Adverse Effect.

(ee) Commencing with the Company's taxable year ended December 31,
1997, the Company has been, and upon the sale of the Shares will continue to be,
organized and operated in conformity with the requirements for qualification and
taxation as a "real estate investment trust" (a "REIT") under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the "CODE"). The
proposed method of operation of the Company as described in the Prospectus will
enable the Company to continue to operate in a manner which would permit it to
qualify as a REIT under the Code. The Company has no present intention of
changing its operations or engaging in activities which would cause it to fail
to qualify, or make economically undesirable its continued qualification, as a
REIT.

(ff) Title insurance in favor of the Company and the Subsidiaries is
maintained with respect to each of the properties described in the Prospectus in
an amount at least equal to the cost of acquisition of such property.

(gg) Except as disclosed in the Registration Statement, the Prospectus
and any amendment or supplement thereto, there are no mortgages or deeds of
trust encumbering any of the properties described in the Prospectus. The
mortgages encumbering the properties are not convertible into any equity
securities of the Company, nor does the Company or any of the Subsidiaries hold
a participating interest therein and, except as disclosed in the Registration
Statement, the Prospectus and any amendment or supplement thereto, such
mortgages are not cross defaulted to or cross-collateralized by any party other
than the Company and the Subsidiaries.

(hh) The Company has and maintains, or its tenants have and maintain,
property and casualty insurance in favor of the Company and the Subsidiaries
with respect to such entities and each of the properties owned, directly or
indirectly, by the Company, in an


amount and on such terms as is reasonable and customary for the businesses of
the type proposed to be conducted by the Company and the Subsidiaries. Neither
the Company nor any of the Subsidiaries has received from any insurance company
written notice of any material defects or deficiencies affecting the
insurability of any such properties.

(ii) Except as otherwise disclosed in or incorporated by reference in
the Prospectus, there are no material outstanding loans or advances or material
guarantees of indebtedness by the Company or any of the Subsidiaries to or for
the benefit of any of the officers, trustees or directors of the Company or any
of the Subsidiaries or any of the members of the families of any of them.

(jj) To the knowledge of the Company, each of the properties described
in the Prospectus is in compliance with all presently applicable provisions of
the Americans with Disabilities Act, except for any failures to comply which
would not, singly or in the aggregate, result in a Material Adverse Effect.

(kk) The Company has not incurred any liability for any finder's fees
or similar payments in connection with the transactions herein contemplated
except as may otherwise exist with respect to the Underwriters pursuant to this
Agreement.

(ll) No person who is a trustee of the Company or is an officer of the
Company, and to the Company's knowledge, no person who in the aggregate
beneficially owns 5% or more of the Company's Common Shares (a "BENEFICIAL
OWNER"), is a member of the National Association of Securities Dealers, Inc.
("NASD"), a controlling stockholder of a member, or an affiliate of a member, or
of an underwriter or related person of a member or underwriter, in each case
with respect to any proposed offering under this Agreement. No beneficial owner
of the Company's unregistered securities acquired within the 12 months prior to
the filing of the Registration Statement, or any amendments thereto, or to the
filing of the Prospectus, or any amendment or supplement thereto, has any direct
or indirect affiliation or association with any NASD member.

(mm) The Company is in compliance with all presently applicable
provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder and is actively taking steps to ensure that it will be in compliance
with other applicable provisions of the Sarbanes-Oxley Act upon the
effectiveness of such provisions.

Any certificate signed by or on behalf of the Company and delivered to the
Underwriters or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby.

2. PURCHASE, SALE AND DELIVERY OF THE SHARES.

(a) On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter severally and not jointly, agrees to purchase from
the Company, at a purchase price per share set forth on SCHEDULE B, the number
of Shares set forth in SCHEDULE A opposite the name of such Underwriter, plus
any additional number of Shares which such Underwriter may become obligated to
purchase pursuant to the provisions of Section 9 hereof.


(b) Payment of the purchase price for, and delivery of certificates
representing, the Shares shall be made at the office of Dechert LLP, 30
Rockefeller Plaza, New York, New York 10112 ("UNDERWRITERS' COUNSEL"), or at
such other place as shall be agreed upon by Bear Stearns and the Company, at
10:00 A.M., New York City time, on the fifth business day (as permitted under
Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the
provisions of Section 9 hereof) following the effective date of this Agreement
or such other time not later than ten business days after such date as shall be
agreed upon by the Representative and the Company (such time and date of payment
and delivery being herein called the "CLOSING DATE"). It is understood that each
Underwriter has authorized the Representative, for its own account, to accept
delivery of, receipt for, and make payment of the purchase price for the Shares
which it has agreed to purchase.

Payment of the purchase price for the Shares shall be made by wire transfer
in same day funds to the Company at the bank account designated in writing by
the Company at least one business day prior to the Closing Date, upon delivery
of the Shares to the Representative through the facilities of The Depository
Trust Company for the respective accounts of the several Underwriters.
Certificates for the Shares shall be registered in such name or names and shall
be in such denominations as the Representative may request at least two business
days before the Closing Date. The Company will permit the Representative to
examine and package such certificates for delivery at least one full business
day prior to the Closing Date.

(c) [INTENTIONALLY OMITTED]

(d) [INTENTIONALLY OMITTED]

3. OFFERING. Upon authorization of the release of the Shares by the
Representative, the Underwriters propose to offer the Shares for sale to the
public upon the terms and conditions set forth in the Prospectus Supplement.

4. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Underwriters that:

(a) The Company will cause the Prospectus Supplement to be filed as
required by Section 1(a) hereof (but only if the Underwriters or Underwriters'
Counsel have not reasonably objected thereto by notice to the Company after
having been furnished a copy a reasonable time prior to filing) and will notify
the Underwriters promptly of such filing. During the period in which a
prospectus relating to the Shares is required to be delivered under the
Securities Act or such date which is 90 days after the Closing Date, whichever
is later, the Company will notify the Underwriters promptly of the time when any
subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Prospectus has been filed, or of any request by the
Commission for any amendment or supplement to the Registration Statement or the
Prospectus or for additional information. The Company will prepare and file with
the Commission, promptly upon the Underwriters' request, any amendments or
supplements to the Registration Statement or the Prospectus that, in the
Underwriters' opinion, may be necessary or advisable in connection with the
Underwriters' distribution of the Shares; and the Company will file no amendment
or supplement to the Registration Statement or the Prospectus (other than any
prospectus supplement relating to the offering of other securities registered
under the Registration Statement or any document required to be filed under the
Exchange Act that upon filing is deemed to be incorporated by reference


therein) to which the Underwriters or Underwriters' Counsel shall reasonably
object by notice to the Company after having been furnished a copy a reasonable
time prior to the filing.

(b) The Company will advise the Underwriters, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement, of
the suspension of the qualification or registration of the Shares for offering
or sale in any jurisdiction, or of the initiation or threatening of any
proceeding for any such purpose; and it will promptly use its best efforts to
prevent the issuance of any stop order or to obtain its withdrawal if such a
stop order should be issued.

(c) The Company shall comply with the Securities Act, the Exchange Act
and the Rules and Regulations to permit completion of the distribution as
contemplated in this Agreement, the Registration Statement and the Prospectus.
If at any time when a prospectus relating to the Shares is required to be
delivered under the Securities Act or the Exchange Act in connection with the
sales of Shares, any event shall have occurred or condition shall exist as a
result of which it is necessary, in the reasonable opinion of counsel for the
Underwriters or for the Company, to amend the Registration Statement in order
that the Registration Statement will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or to amend or
supplement the Prospectus in order that the Prospectus will not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary, in the reasonable opinion of such counsel, at any such time
to amend the Registration Statement or amend or supplement the Prospectus in
order to comply with the requirements of the Securities Act, Exchange Act or the
Rules and Regulations, the Company will promptly notify the Underwriters and
prepare and file with the Commission, subject to Section 4(a), such amendment or
supplement (in form and substance reasonably satisfactory to counsel for the
Underwriters) as may be necessary to correct such statement or omission or to
make the Registration Statement or the Prospectus comply with such requirements.
The Company will use its best efforts to have any amendment to the Registration
Statement be declared effective as soon as possible, and the Company will
furnish to the Underwriters and counsel for the Underwriters, without charge,
such number of copies of such amendment or supplement as the Underwriters may
reasonably request.

(d) The Company will promptly deliver to each of you and Underwriters'
Counsel a signed copy of the Registration Statement, as initially filed and all
amendments thereto, including all consents and exhibits filed therewith, and
will maintain in the Company's files manually signed copies of such documents
for at least five years after the date of filing. The Company will promptly
deliver to each Underwriter such number of copies of any Preliminary Prospectus,
the Prospectus, the Registration Statement, and all amendments of and
supplements to such documents, if any, and all documents incorporated by
reference in the Registration Statement and Prospectus or any amendment thereof
or supplement thereto, as such Underwriter may reasonably request. Prior to
10:00 A.M., New York time, on the business day next succeeding the date of this
Agreement and from time to time thereafter, the Company will furnish each
Underwriter with copies of the Prospectus in New York City in such quantities as
such Underwriter may reasonably request. If applicable, copies of the
Registration Statement, and any amendments or supplements thereto furnished to
the Underwriters will be identical to


the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.

(e) The Company will make generally available to its security holders
and to the Underwriters as soon as practicable, but in any event not later than
the end of the fiscal quarter first occurring after the first anniversary of the
date that the Prospectus Supplement is filed pursuant to Rule 424(b) under the
Securities Act, an earnings statement of the Company and the Subsidiaries (which
need not be audited) complying with Section 11(a) of the Securities Act and the
Rules and Regulations (including, at the option of the Company, Rule 158)
covering a period of twelve months beginning on the date that the Prospectus
Supplement is filed pursuant to Rule 424(b) under the Securities Act.

(f) During the period of five years from the date the Prospectus
Supplement is filed pursuant to Rule 424(b) under the Securities Act, the
Company will furnish to you copies of all reports or other communications
(financial or other) furnished to security holders or from time to time
published or publicly disseminated by the Company, and will deliver to you (i)
as soon as they are available, copies of any reports, financial statements and
proxy or information statements furnished to or filed with the Commission or any
national securities exchange on which any class of securities of the Company is
listed; provided, however, that the Company shall not be required to provide the
Underwriters with any such reports that have been filed with the Commission by
electronic transmission pursuant to EDGAR, and (ii) such additional information
concerning the business and financial condition of the Company as you may from
time to time reasonably request (such financial information to be on a
consolidated basis to the extent the accounts of the Company and the
Subsidiaries are consolidated in reports furnished to its security holders
generally or to the Commission).

(g) The Company will apply the net proceeds from the sale of the
Shares as set forth under the caption "Use of Proceeds" in the Prospectus.

(h) The Company will use its best efforts to list the Shares, subject
to official notice of issuance, on the Exchange and maintain the listing of the
Shares on the Exchange.

(i) The Company, during the period when the Prospectus is required to
be delivered under the Securities Act or the Exchange Act, will file all
documents required to be filed with the Commission pursuant to the Securities
Act, the Exchange Act and the Rules and Regulations within the time periods
required thereby.

(j) The Company will not at any time, directly or indirectly, take any
action designed to, or which might reasonably be expected to, cause or result
in, or which has constituted or which might reasonably be expected to
constitute, a violation of Regulation M under the Exchange Act, or the
stabilization of the price of its capital stock to facilitate the sale or resale
of any of the Shares.

(k) The Company will use its best efforts to continue to meet the
requirements to qualify as a REIT under the Code for each of its taxable years
for so long as the board of trustees deems it in the best interests of the
Company's stockholders to remain so qualified.


(l) The Company will not be or become, at any time prior to the
expiration of three years after the date of the Agreement, an "investment
company," as such term is defined in the 40 Act.

(m) The Company will maintain a transfer agent and, if necessary under
the jurisdiction of formation of the Company, a Registrar for its Common Shares,
Series A Preferred Shares and Series B Preferred Shares.

(n) The Company will not sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of
or agree to dispose of, directly or indirectly, any Series B Preferred Shares or
any securities on parity with or senior to the Series B Preferred Shares (as to
dividend rights, or rights upon liquidation, dissolution or winding up) (the
"RESTRICTED SECURITIES") or any securities convertible into or exchangeable or
exercisable for any Restricted Securities or warrants or other rights to
purchase Restricted Securities or any other securities of the Company that are
substantially similar to Restricted Securities, or file or cause to be declared
effective a registration statement under the Securities Act relating to the
offer and sale of any Restricted Securities or securities convertible into or
exercisable or exchangeable for Restricted Securities or other rights to
purchase Restricted Securities or any other securities of the Company that are
substantially similar to Restricted Securities for a period of 30 days after the
date hereof (the "LOCK-UP PERIOD"), without the prior written consent of the
Representative, except for sales pursuant to this Agreement.

(o) The Company will use its best efforts, in cooperation with the
Underwriters, to qualify the Shares for offering and sale under the applicable
securities laws of such states and other jurisdictions (domestic or foreign) as
the Representative may designate and to maintain such qualifications so long as
may be required for the distribution of the Shares in effect for a period of not
less than one year from the date hereof; provided, however, that the Company
shall not be obligated to file any general consent to service of process or to
qualify or register as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or registered, or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. In each jurisdiction in which the Shares have been so
qualified or registered, the Company will file such statements and reports as
may be required by the laws of such jurisdiction to continue such qualification
in effect for so long as may be required for the distribution of the Shares.

(p) The Company will use its best efforts to do and perform all things
required to be done or performed under this Agreement by the Company prior to
the Closing Date, and to satisfy all conditions precedent to the delivery of the
Shares.

(q) The Company will comply with all effective applicable provisions
of the Sarbanes-Oxley Act.

(r) At or prior to the Closing Date, the Company will have executed
and filed the Articles Supplementary with the SDAT.

5. PAYMENT OF EXPENSES. Whether or not the transactions contemplated by
this Agreement, the Registration Statement and the Prospectus are consummated or
this Agreement is terminated, the Company hereby agrees to pay all costs and
expenses incident to the performance of its obligations hereunder, including the
following: (i) all expenses in


connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and any and all
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Securities Act and the Offering; (iii) the
cost of producing this Agreement and any agreement among underwriters, blue sky
survey, closing documents and other instruments, agreements or documents
(including any compilations thereof) in connection with the Offering; (iv) all
expenses in connection with the qualification of the Shares for offering and
sale under state securities laws, if required, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with any blue sky survey; (v) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, securing any required review by the NASD of the terms of the
Offering; (vi) all fees and expenses in connection with the preparation and
filing of the Registration Statement on Form 8-A relating to the Shares and all
fees and expenses in connection with listing the Shares on the Exchange; (vii)
all travel expenses of the Company's officers and employees and any other
expense of the Company incurred in connection with attending or hosting meetings
with prospective purchasers of the Shares; and (viii) any stock transfer taxes
incurred in connection with this Agreement or the Offering. The Company also
will pay or cause to be paid: (x) the cost of preparing stock certificates, if
any, representing the Shares; (y) the cost and charges of any transfer agent or
registrar for the Shares; and (z) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 5. It is understood, however, that except as
provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel and
stock transfer taxes on resale of any of the Shares by the Underwriters.
Notwithstanding anything to the contrary in this Section 5, in the event that
this Agreement is terminated pursuant to Section 6 or 11(b) hereof, or
subsequent to a Material Adverse Change, the Company will pay all out-of-pocket
expenses of the Underwriters (including but not limited to fees and
disbursements of counsel to the Underwriters) incurred in connection herewith.

6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the several
Underwriters to purchase and pay for the Shares, as provided herein, shall be
subject to the accuracy of the representations and warranties of the Company
herein contained, as of the date hereof and as of the Closing Date, to the
absence from any certificates, opinions, written statements or letters furnished
to you or to Underwriters' Counsel pursuant to this Section 6 of any material
misstatement or omission, to the performance by the Company of its obligations
hereunder, and to each of the following additional conditions:

(a) The Registration Statement shall have become effective and all
necessary regulatory approvals shall have been received not later than 5:30
P.M., New York time, on the date of this Agreement, or at such later time and
date as shall have been consented to in writing by the Representative; the
Prospectus containing information relating to the description of the Shares and
the method of distribution and similar matters shall have been filed with the
Commission pursuant to Rule 424(b) in accordance with Section 4(a) hereof; and,
at or prior to the Closing Date no stop order suspending the effectiveness of
the Registration Statement or any post-effective amendment thereof shall have
been issued and no proceedings therefor shall have been initiated or threatened
by the Commission, nor has any state securities authority suspended the
qualification or registration of the Shares for offering or sale in any


jurisdiction and any request of the Commission for additional information (to be
included in the Registration Statement or the Prospectus or otherwise) shall
have been complied with to the satisfaction of the Underwriters and
Underwriters' Counsel.

(b) The Underwriters shall not have advised the Company that the
Registration Statement or any amendment thereto contains an untrue statement of
fact that in the opinion of the Underwriters or Underwriters' Counsel is
material or omits to state a fact that in the opinion of the Underwriters or its
counsel is material and is required to be stated therein or is necessary to make
the statements therein not misleading, or that the Prospectus, or any amendment
or supplement thereto, contains an untrue statement of fact that in the opinion
of the Underwriters or Underwriters' Counsel is material or omits to state a
fact that in the opinion of the Underwriters or Underwriters' Counsel is
material and is necessary, in the light of the circumstances under which they
were made, to make the statements therein not misleading.

(c) At the Closing Date you shall have received the favorable written
opinion of Sonnenschein Nath & Rosenthal LLP, counsel for the Company, dated the
Closing Date addressed to the Underwriters substantially in the form attached
hereto as ANNEX 1.

(d) All proceedings taken in connection with the sale of the Shares as
herein contemplated shall be satisfactory in form and substance to the
Representative and to Underwriters' Counsel, and the Underwriters shall have
received from Underwriters' Counsel a favorable written opinion, dated as of the
Closing Date, with respect to the issuance and sale of the Shares, the
Registration Statement and the Prospectus and such other related matters as the
Representative may require, and the Company shall have furnished to
Underwriters' Counsel such documents as they may reasonably request for the
purpose of enabling them to pass upon such matters.

(e) At the Closing Date you shall have received a certificate of the
Chief Executive Officer and Chief Financial Officer of the Company, dated the
Closing Date to the effect that (i) the condition set forth in subsection (a) of
this Section 6 has been satisfied, (ii) as of the date hereof and as of the
Closing Date, the representations and warranties of the Company set forth in
Section 1 hereof are accurate, (iii) as of the Closing Date all agreements,
conditions and obligations of the Company to be performed or complied with
hereunder on or prior thereto have been duly performed or complied with, (iv)
the Company and the Subsidiaries have not sustained any material loss or
interference with their respective businesses or properties from fire, flood,
hurricane, accident or other calamity, whether or not covered by insurance, or
from any labor dispute or any legal or governmental proceeding, (v) no stop
order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereof has been issued and no proceedings therefor
have been initiated or threatened by the Commission and (vi) subsequent to the
respective dates as of which information is given in the Registration Statement
and the Prospectus there has not been any Material Adverse Change or any
development involving a prospective Material Adverse Change, whether or not
arising from transactions in the ordinary course of business, in or affecting
(x) the business, condition (financial or otherwise), results of operations,
stockholders' equity, properties, affairs or prospects of the Company and the
Subsidiaries, taken as a whole; (y) the long-term debt or capital stock of the
Company or any of its Subsidiaries; or (z) the Offering or consummation of any
of the other transactions contemplated by this Agreement, the Registration
Statement and the Prospectus.

(f) (1) At the time this Agreement is executed and at the Closing
Date, you shall have received comfort letters from (1) KPMG LLP, independent
public accountants for the Company, dated as of the date of this Agreement and
as of the Closing Date addressed to the Underwriters and in form and substance
satisfactory to the Representative and Underwriters' Counsel; (2) Ernst & Young
LLP dated as of the date of this Agreement and the Closing Date addressed to the
Underwriters and in form and substance satisfactory to the Representative and
Underwriters' Counsel; and (3) BDO Dunwoody LLP dated as of the date of this
Agreement and the Closing Date addressed to the Underwriters and in form and
substance satisfactory to the Representative and Underwriters' Counsel and (4)
BDO Seidman LLP dated as of the date of this Agreement and the Closing Date
addressed to the Underwriters and in form and substance satisfactory to the
Representative and Underwriters' Counsel.

(g) Subsequent to the execution and delivery of this Agreement or, if
earlier, the dates as of which information is given in the Registration
Statement (exclusive of any amendment thereof) and the Prospectus and through
the Closing, there shall not have been any material change in the capital stock
(except pursuant to the Company's dividend reinvestment plan, as in effect on
the date hereof, or the exercise of vested options), or long-term debt of the
Company or any of the Subsidiaries or any change or development involving a
change, whether or not arising from transactions in the ordinary course of
business, in the business, condition (financial or otherwise), results of
operations, stockholders' equity, properties, affairs or prospects of the
Company and the Subsidiaries, taken as a whole, including but not limited to the
occurrence of any fire, flood, explosion or other calamity at any of the
properties owned or leased by the Company or any of its Subsidiaries, the effect
of which, in any such case described above, is, in the reasonable judgment of
the Representative, so material and adverse as to make it impracticable or
inadvisable to proceed with the Offering on the terms and in the manner
contemplated in the Prospectus (exclusive of any supplement).

(h) Prior to the Closing Date, the Company shall have duly filed the
Articles Supplementary with the SDAT, and the Shares shall have been approved
for listing, subject to official notice of issuance, on the Exchange.

(i) Subsequent to the execution and delivery of this Agreement (i) no
downgrading or adverse change shall have occurred in the rating accorded any
security of the Company by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of Rule
436(g)(2) of the Securities Act Rules and Regulations and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any security of the
Company, that, in either event, makes it impractical or inadvisable, in the
Underwriters' judgment, to offer or deliver the Shares on the terms and in the
manner contemplated in the Prospectus.

(j) The Company shall have furnished the Underwriters and
Underwriters' Counsel with such other certificates, opinions or other documents
as they may have reasonably requested.

If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to you or to Underwriters'
Counsel pursuant to this Section 6 shall not be satisfactory in form and
substance to the Representative and to Underwriters' Counsel, acting


reasonably, all obligations of the Underwriters hereunder may be cancelled by
the Representative at, or at any time prior to, the Closing Date. Notice of such
cancellation shall be given to the Company in writing, or by telephone. Any such
telephone notice shall be confirmed promptly thereafter in writing.

7. INDEMNIFICATION.

(a) The Company shall indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, against any and all
losses, liabilities, claims, damages and expenses whatsoever as incurred
(including but not limited to attorneys' fees and any and all expenses
whatsoever incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or several, to
which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages
or expenses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, as originally filed or any amendment thereof, or any
related Preliminary Prospectus or the Prospectus, or in any supplement thereto
or amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Company will not be liable in any such case to the extent but only to the
extent that any such loss, liability, claim, damage or expense arises out of or
is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Underwriters through
the Representative expressly for use therein. The parties agree that such
information provided by or on behalf of the Underwriters through the
Representative consists solely of the material referred to in the last sentence
of Section 1(b) hereof. This indemnity agreement will be in addition to any
liability which the Company may otherwise have, including but not limited to
other liability under this Agreement.

(b) Each Underwriter severally and not jointly, shall indemnify and
hold harmless the Company, each of the trustees of the Company and each other
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), joint or several, to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, liabilities, claims, damages or expenses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, as
originally filed or any amendment thereof, or any related Preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
any such loss, liability, claim, damage or expense arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance


upon and in conformity with information furnished in writing to the Company by
or on behalf of the Underwriters through the Representative specifically for use
therein; provided, however, that in no case shall any Underwriter be liable or
responsible for any amount in excess of the underwriting discount or commission
applicable to the Shares to be purchased by such Underwriter hereunder. This
indemnity will be in addition to any liability which such Underwriter may
otherwise have, including but not limited to other liability under this
Agreement. The parties acknowledge and agree that such information provided by
or on behalf of the Underwriters through the Representative consists solely of
the material referred to in the last sentence of Section 1 (b) hereof.

(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of any claims or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the claim or the commencement
thereof, but the failure so to notify an indemnifying party shall not relieve
the indemnifying party from any liability which it may have under this Section
7. In case any such claim or action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate, at its own expense in the
defense of such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof with counsel
satisfactory to such indemnified party; provided however, that counsel to the
indemnifying party shall not (except with the written consent of the indemnified
party) also be counsel to the indemnified party. Notwithstanding the foregoing,
the indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action,
(iii) the indemnifying party does not diligently defend the action after
assumption of the defense, or (iv) such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
indemnifying parties. No indemnifying party shall, without the prior written
consent of the indemnified parties, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
claim, investigation, action or proceeding in respect of which indemnity or
contribution may be or could have been sought by an indemnified party under this
Section 7 or Section 8 hereof (whether or not the indemnified party is an actual
or potential party thereto), unless (x) such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such claim, investigation, action or proceeding and
(ii) does not include a statement as to or an admission of fault, culpability or
any failure to act, by or on behalf of the indemnified party, and (y) the
indemnifying party confirms in writing its indemnification obligations hereunder
with respect to such settlement, compromise or judgment.

8. CONTRIBUTION. In order to provide for contribution in circumstances in
which the indemnification provided for in Section 7 hereof is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold
harmless a party indemnified thereunder, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages, liabilities and expenses of
the nature contemplated by such indemnification provision (including any
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting in the case of losses, claims, damages,
liabilities and expenses suffered by the Company any contribution received by
the Company from persons, other than the Underwriters, who may also be liable
for contribution, including persons who control the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, officers
of the Company who signed the Registration Statement and trustees of the
Company) as incurred to which the Company and the Underwriters may be subject,
in such proportions as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other hand from the
Offering or, if such allocation is not permitted by applicable law, in such
proportion as are appropriate to reflect not only the relative benefits referred
to above but also the relative fault of the Company on the one hand and the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand shall be
deemed to be in the same proportion as (x) the total proceeds from the Offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company bears to (y) the underwriting discount or commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company and of the
Underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 8 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission. Notwithstanding the provisions of
this Section 8, (i) no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which the Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act shall have the same rights to contribution as
such Underwriter, and each person, if any, who controls the


Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each trustee of the Company shall have the same
rights to contribution as the Company, subject in each case to clauses (i) and
(ii) of the immediately preceding sentence. The Underwriters' respective
obligations to contribute pursuant to this Section 8 are several in proportion
to the number of Shares set forth opposite their respective names in SCHEDULE A
hereto and not joint. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another
party or parties, notify each party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it
or they may have under this Section 8 or otherwise.

9. DEFAULT BY ONE OF THE UNDERWRITERS. If one of the Underwriters shall
fail at the Closing Date to purchase the Shares which it is obligated to
purchase under this Agreement (the "DEFAULTED SHARES"), the Representative shall
have the right, within 24 hours thereafter, to make arrangements for it, or any
other of the non-defaulting underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Shares in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, the Representative
shall not have completed such arrangements within such 24-hour period, then:

(a) if the number of the Defaulted Shares does not exceed 10% of the
number of Shares to be purchased on the Closing Date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters; or

(b) if the number of Defaulted Shares exceeds 10% of the number of
Shares to be purchased on such date, this Agreement, shall terminate without
liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in termination of this
Agreement, either the non-defaulting Underwriter or the Company shall have the
right to postpone the Closing Date, for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements and the Company agrees to file
promptly any amendment or supplement to the Registration Statement or the
Prospectus which, in the opinion of Underwriters' Counsel, may thereby be made
necessary or advisable. The term "Underwriter" as used in this Agreement shall
include any party substituted under this Section 9 with like effect as if it had
originally been a party to this Agreement with respect to such Shares.

10. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All representations and
warranties, covenants and agreements of the Underwriters and the Company
contained in this Agreement or in certificates of officers of the Company or any
Subsidiary submitted pursuant hereto, including the agreements contained in
Section 5, the indemnity agreements contained in Section 7 and the contribution
agreements contained in Section 8, shall remain operative and in


full force and effect regardless of any investigation made by or on behalf of
the Underwriters or any controlling person thereof or by or on behalf of the
Company, any of its officers and trustees or any controlling person thereof, and
shall survive delivery of and payment for the Shares to and by the Underwriters.
The representations contained in Section 1 and the agreements contained in
Sections 5, 7, 8, 10, 11 and 12 through 17, inclusive, hereof shall survive any
termination of this Agreement, including termination pursuant to Section 11
hereof.

11. EFFECTIVE DATE OF AGREEMENT; TERMINATION.

(a) This Agreement shall become effective upon the execution of this
Agreement. Until this Agreement becomes effective as aforesaid, it may be
terminated by the Company by notifying you or by the Representative notifying
the Company. Notwithstanding any termination of this Agreement, the provisions
of this Section 11 and of Sections 1, 5, 7, 8, 10 and 12 through 17, inclusive,
shall be in full force and effect at all times after the execution hereof.

(b) The Representative shall have the right to terminate this
Agreement at any time prior to the Closing Date if (A) there has been, since the
time of execution of this Agreement or since the respective dates as of which
information is given in the Prospectus (exclusive of any supplement thereto),
any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and the
Subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, (B) any domestic or international event or act or
occurrence has materially disrupted, or in the opinion of the Representative
will in the immediate future materially disrupt, the market for the Company's
securities or securities in general; or (C) if trading on The New York Stock
Exchange (the "EXCHANGE") shall have been suspended or been made subject to
material limitations, or minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices for securities shall have been required, on
the Exchange or by order of the Commission or any other governmental authority
having jurisdiction; or (D) if a banking moratorium has been declared by any
state or federal authority or if any material disruption in commercial banking
or securities settlement or clearance services shall have occurred; or (E) any
downgrading shall have occurred in the Company's corporate credit rating or the
rating accorded the Company's debt securities or preferred stock by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Securities Act) or if any such organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities; or
(F) (i) if there shall have occurred any outbreak or escalation of hostilities
or acts of terrorism involving the United States or there is a declaration of a
national emergency or war by the United States or (ii) if there shall have been
any other calamity or crisis or any change in political, financial or economic
conditions if the effect of any such event in (i) or (ii), in the judgment of
the Representative, makes it impracticable or inadvisable to proceed with the
offering, sale and delivery of the Shares on the terms and in the manner
contemplated by the Prospectus.

(c) Any notice of termination pursuant to this Section 11 shall be in
writing.

(d) If this Agreement shall be terminated pursuant to any of the
provisions hereof (other than pursuant to notification by the Representative as
provided in


Section 11(a) hereof), or if the sale of the Shares provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth herein is not satisfied or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any
provision hereof, the Company will, subject to demand by the Representative,
reimburse the Underwriters for all out-of-pocket expenses (including the fees
and expenses of their counsel), incurred by the Underwriters in connection
herewith.

12. NOTICES. All communications hereunder, except as may be otherwise
specifically provided herein, shall be in writing, and:

(a) if sent to any Underwriter, shall be mailed, delivered, or faxed
and confirmed in writing, to the Representative c/o Bear, Stearns & Co. Inc.,
383 Madison Avenue, New York, New York 10179, Attention: Equity Capital Markets,
with a copy to Underwriters' Counsel at Dechert LLP, 30 Rockefeller Plaza, New
York, New York 10112, Attention: Bonnie Barsamian, Esq.;

(b) if sent to the Company, shall be mailed, delivered, or faxed and
confirmed in writing to the Company and its counsel at the addresses set forth
in the Registration Statement, Attention: Chief Executive Officer;

provided, however, that any notice to an Underwriter pursuant to Section 7 shall
be delivered or sent by mail or facsimile transmission to such Underwriter at
its address set forth in its acceptance facsimile to the Representative, which
address will be supplied to any other party hereto by the Representative upon
request. Any such notices and other communications shall take effect at the time
of receipt thereof.

13. PARTIES. This Agreement shall inure solely to the benefit of, and shall
be binding upon, the Underwriters and the Company and the controlling persons,
directors, trustees, officers, employees and agents referred to in Sections 7
and 8 hereof, and their respective successors and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and said
controlling persons and their respective successors, officers, directors,
trustees, employees, agents, heirs and legal representatives, and it is not for
the benefit of any other person, firm or corporation. The term "successors and
assigns" shall not include a purchaser, in its capacity as such, of Shares from
the Underwriters.

14. GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. The Company irrevocably (a) submits to the jurisdiction of any court
of the State of New York or the United States District Court for the Southern
District of the State of New York for the purpose of any suit, action, or other
proceeding arising out of this Agreement, or any of the agreements or
transactions contemplated by this Agreement, the Registration Statement and the
Prospectus (each, a "PROCEEDING"), (b) agrees that all claims in respect of any
Proceeding may be heard and determined in any such court, (c) waives, to the
fullest extent permitted by law, any immunity from jurisdiction of any such
court or from any legal process therein, (d) agrees not to commence any
Proceeding other than in such courts, and (e) waives, to the fullest extent
permitted by law, any claim that such


Proceeding is brought in an inconvenient forum. THE COMPANY (ON BEHALF OF ITSELF
AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY
HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION
STATEMENT AND THE PROSPECTUS.

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of
a signed counterpart of this Agreement by facsimile transmission shall
constitute valid and sufficient delivery thereof.

16. HEADINGS. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

17. TIME IS OF THE ESSENCE. Time shall be of the essence in this Agreement.
As used herein, the term "business day" shall mean any day when the Commission's
office in Washington, D.C. is open for business.

[signature page follows]


If the foregoing correctly sets forth your understanding, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among us.

Very truly yours,


ENTERTAINMENT PROPERTIES TRUST



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




Accepted as of the date first above written,

for itself and as Representative of the
Underwriters named on Schedule A hereto


BEAR, STEARNS & CO. INC.



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



EXHIBIT A

SUBSIDIARIES



WHOLLY OWNED SUBSIDIARY JURISDICTION OF ORGANIZATION
- ----------------------- -----------------------------

EPT DownREIT, Inc. Missouri
EPT DownREIT II, Inc. Missouri
3 Theatres, Inc.* Missouri
Megaplex Holdings, Inc. Missouri
Megaplex Nine Inc. Missouri
Theater Sub Inc.* Missouri
Megaplex Four Inc.* Missouri
EPR Canada, Inc. Missouri
EPT Melbourne, Inc. Missouri
EPT Boynton Beach 16, Inc. Missouri
EPT Sarasota 20, Inc. Missouri
EPT Kendall Empire 20, Inc. Missouri
EPR TRS Holdings, Inc. Missouri
EPR TRS I, Inc. Missouri
EPR TRS II, Inc. Missouri
VinREIT, LLC Delaware
WestCol Holdings LLC Delaware
WestCol Corp. Delaware
WestCol Center LLC* Delaware
WestCol Theatre LLC Delaware
Flik, Inc. Delaware
Flik Depositor, Inc. Delaware
Tampa Veterans 24, Inc. Delaware
Cantera 30, Inc. Delaware
EPT Water Park, Inc. Missouri
EPT Hialeah, Inc. Missouri
EPT New Roc LLP Delaware
EPT New Roc GP, Inc. Delaware
30 West Pershing LLC Missouri
EPR North Trust Delaware
Kanata Entertainment Holdings, Inc. New Brunswick, Canada
Mississauge Entertainment Holdings, Inc. New Brunswick, Canada
Oakville Entertainment Holdings, Inc. New Brunswick, Canada
Whitby Entertainment Holdings, Inc. New Brunswick, Canada
* Equity interest pledged to secure loan



NOT WHOLLY OWNED SUBSIDIARY JURISDICTION OF ORGANIZATION
- --------------------------- -----------------------------

Tampa Veterans 24, L.P. Delaware
(limited partnership interest wholly-
owned by Atlantic - EPR II)**
Cantera 30 Theatre, L.P. Delaware
(limited partnership interest wholly-
owned by Atlantic - EPR I)**
New Roc Associates, L.P. New York
(general partnership interest wholly-
owned by EPT New Roc GP, Inc.; 70.4% of
limited partnership interest owned by
EPT New Roc LLC)

**Atlantic's interest may be exchanged for EPR shares or cash, at EPR's option.



SCHEDULE A

NAME OF UNDERWRITER SHARES
- ------------------- ------

Bear, Stearns & Co. Inc. 1,024,000
AG Edwards & Sons, Inc. 1,024,000
RBC Dain Rauscher Inc. 584,000
Stifel, Nicolaus & Company, Incorporated 568,000

=========
Total 3,200,000



SCHEDULE B


1. The initial public offering price per share for the Shares, determined as
provided in said Section 2, shall be $25.00.

2. The purchase price per share for the Shares to be paid by the several
Underwriters shall be $24.21, being an amount equal to the initial public
offering price set forth above less $0.7875 per share.

3. The dividend rate on the Shares will be 7.75% per annum.

4. The maximum selling concession is $0.50 per share and the maximum
reallowance discount is $0.45 per share.



ANNEX 1


FORM OF OPINION OF COMPANY COUNSEL


(i) The Company is a real estate investment trust duly formed and validly
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the State Department of Assessments and Taxation of the State of
Maryland with full power and authority to own, lease and operate its properties
and conduct its business as described in the Registration Statement and
Prospectus. Each of the Company's subsidiaries is a corporation, limited
partnership or limited liability company, as the case may be, duly formed and
validly existing in its jurisdiction of organization and is in good standing in
its respective jurisdiction of organization with full power and authority to
own, lease and operate its properties and conduct the business in which it is
engaged. Each of the Company and its subsidiaries is duly qualified and in good
standing as a foreign corporation in each jurisdiction in which the character or
location of its properties (owned, leased or licensed) or the nature or conduct
of its business makes such qualification necessary, except for those failures to
be so qualified or in good standing which will not in the aggregate have a
Material Adverse Effect.

(ii) The Company has an authorized capitalization as set forth in the
Registration Statement and the Prospectus. All of the issued shares of capital
stock of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and are not now in violation of or subject to any
preemptive or, to the best of such counsel's knowledge, similar rights that
entitle or will entitle any person to acquire any Shares from the Company upon
issuance or sale thereof. All of the issued shares of capital stock, partnership
interests or membership interests, as the case may be, of each subsidiary of the
Company have been duly and validly authorized and issued and are fully paid and
non-assessable and, except as disclosed in Exhibit A to the Underwriting
Agreement, are owned directly or indirectly by the Company, free and clear of
all liens, encumbrances, equities or claims (other than pledges of the shares of
certain subsidiaries to secure indebtedness to lenders). The issued and
outstanding Common Shares and Series A Preferred Shares conform to the
descriptions thereof contained in the Registration Statement and the Prospectus.

(iii) The Shares to be delivered on the Closing Date have been duly and
validly authorized by the Company for issuance and sale pursuant to the
Underwriting Agreement. When issued and delivered by the Company in accordance
with the terms of the Underwriting Agreement, the Shares will be duly and
validly issued, fully paid and non-assessable and will not have been issued in
violation or subject to preemptive or, to the best of such counsel's knowledge,
similar rights that entitle or will entitle any person to acquire any Shares
from the Company upon issuance or sale thereof. The form of certificate used to
evidence the Shares is in due and proper form and complies with all applicable
statutory requirements, with any applicable requirements of the Company's
organizational documents and with the requirements of the New York Stock
Exchange ("NYSE"). The Articles Supplementary is in full force and effect. The
Shares conform to the provisions of the Articles Supplementary and the relative
rights, preferences, interest and powers of the Shares are as set forth in the
Articles Supplementary, and all such provisions are valid under Maryland law.
The Shares conform in all material respects to the descriptions thereof
contained in the Registration Statement and the Prospectus.


(iv) The Common Shares and Series A Preferred Shares currently outstanding
are listed, and the Shares to be sold under the Underwriting Agreement to the
Underwriters are duly authorized for listing on the NYSE.

(v) The Underwriting Agreement has been duly and validly authorized,
executed and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms subject to the qualification that the enforceability may be
limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors' rights generally
and by general equitable principles. The Articles Supplementary have been duly
authorized, executed and delivered by the Company and filed on behalf of the
Company with the State Department of Assessments and Taxation of Maryland.

(vi) To the best of such counsel's knowledge, there is no litigation or
governmental or other proceeding or investigation, before any court or before or
by any public body or board pending or threatened against, or involving the
assets, properties or businesses of, the Company or any of its subsidiaries,
involving the Company's or any of its subsidiaries' officers or trustees or to
which any of the Company's or any of its subsidiaries' properties or other
assets are subject which might reasonably be expected to have a Material Adverse
Effect or to affect the consummation of the transactions contemplated herein or
the performance by the Company of its obligations hereunder.

(vii) The execution, delivery, and performance of the Underwriting
Agreement and the consummation of the transactions contemplated by Underwriting
Agreement (including the issuance of Shares pursuant to the Articles
Supplementary), the Registration Statement and the Prospectus do not and will
not (A) conflict with or result in a breach of any of the terms and provisions
of, or constitute a default (or an event which with notice or lapse of time, or
both, would constitute a default) under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust,
loan agreement or any other agreement, instrument, franchise, license or permit
known to such counsel to which the Company or any of its subsidiaries is a party
or by which any of the Company or any of its subsidiaries or their respective
properties or assets may be bound or (B) violate or conflict with any provision
of the declaration of trust, certificate of incorporation, certificate of
limited partnership, articles of organization, by-laws or other organizational
documents, as the case may be, of the Company or any of its subsidiaries, or, to
the best knowledge of such counsel, any judgment, decree, order, statute, rule
or regulation of any court or any public, governmental or regulatory agency or
body having jurisdiction over the Company or any of its subsidiaries or any of
their respective properties or assets.

(viii) No consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any public,
governmental, or regulatory agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their respective properties or assets is
required for the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated by the Underwriting Agreement, the
Registration Statement and the Prospectus, except for (1) such as may be
required under state securities or Blue Sky laws in connection with the purchase
and distribution


of the Shares by the Underwriters (as to which such counsel need express no
opinion) or (2) such as have been made or obtained under the Securities Act.

(ix) The Registration Statement, the Preliminary Prospectus and the
Prospectus and any amendments thereof or supplements thereto (other than the
financial statements and schedules and other financial data included or
incorporated by reference therein, as to which no opinion need be rendered), at
the date of filing thereof with the Commission and at the Closing Time, complied
as to form in all material respects with the requirements of the Securities Act,
the Exchange Act and the Rules and Regulations. The documents filed under the
Exchange Act and incorporated by reference in the Registration Statement and the
Prospectus or any amendment thereof or supplement thereto (other than the
financial statements and schedules and other financial data included or
incorporated by reference therein, as to which no opinion need be rendered) when
they became effective or were filed with the Commission, as the case may be,
complied as to form in all material respects with the Securities Act or the
Exchange Act, as applicable, and the Rules and Regulations.

(x) The statements under the captions "Risk Factors," "Federal Income Tax
Consequences," "Additional Federal Income Tax Consequences," "Description of
Securities," "Description of Series B Preferred Shares" and "Underwriting" in
the Prospectus and Items 14 and 15 of Part II of the Registration Statement,
insofar as such statements constitute a summary of the legal matters, documents
or proceedings referred to therein, fairly present the information called for
with respect to such legal matters, documents and proceedings.

(xi) The Company and its subsidiaries are not and, after giving effect to
the offering and sale of the Shares and the application of the proceeds thereof
as described in the Prospectus, will not be, an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended.

(xii) The Registration Statement and all post-effective amendments, if any,
have become effective under the Act, and, to the best knowledge of such counsel,
no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereof has been issued and no proceedings therefor
have been initiated or threatened by the Commission and all filings required by
Rule 424(b) under the Securities Act have been made.

(xiii) The Company has full right, power and authority to execute and
deliver the Underwriting Agreement and the Shares and to perform its obligations
thereunder, and all corporate action required to be taken for the due and proper
authorization, execution and delivery of the Underwriting Agreement and the
Shares and the consummation of the transactions contemplated by Underwriting
Agreement, the Registration Statement and the Prospectus and as described in the
Prospectus have been duly and validly taken.

(xiv) To the best knowledge of such counsel, there is no contract or
agreement of a character (1) to be filed under the Exchange Act if upon such
filing they would be incorporated by reference in the Registration Statement or
Prospectus or (2) to be filed as exhibits to the Registration Statement that are
not described and filed as required.

(xv) Neither the Company nor any of its subsidiaries is in violation of its
respective declaration of trust, articles of incorporation, articles of
organization, certificate of limited partnership, by-laws or other
organizational document, as the case may be, and, to the


best of such counsel's knowledge after due inquiry, neither the Company nor any
of its subsidiaries is in default in the performance of any obligation,
agreement, covenant or condition contained in any indenture, loan agreement,
mortgage, lease or other agreement or instrument that is material to the Company
and its subsidiaries, taken as a whole, to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries or
their respective property is bound.

(xvi) Neither the Company nor any of its subsidiaries has violated any
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or any provisions of the Foreign Corrupt Practices Act, or the rules and
regulations promulgated thereunder, except for such violations which, singly or
in the aggregate, would not have a Material Adverse Effect.

(xvii) Each of the Company and its subsidiaries has such authorizations of,
and has made all filings with and notices to, all governmental or regulatory
authorities and self-regulatory organizations and all courts and other
tribunals, including, without limitation, under any applicable environmental
laws, as are necessary to own, lease, license and operate its respective
properties and to conduct its business, except where the failure to have any
such authorization or to make any such filing or notice would not, singly or in
the aggregate, have a Material Adverse Effect; each such authorization is valid
and in full force and effect and each of the Company and its subsidiaries is in
compliance with all the terms and conditions thereof and with the rules and
regulations of the authorities and governing bodies having jurisdiction with
respect thereto; and no event has occurred (including, without limitation, the
receipt of any notice from any authority or governing body) which allows or,
after notice or lapse of time or both, would allow, revocation, suspension or
termination of any such authorization or results or, after notice or lapse of
time or both, would result in any other impairment of the rights of the holder
of any such authorization; and such authorizations contain no restrictions that
are burdensome to the Company or any of its subsidiaries; except where such
failure to be valid and in full force and effect or to be in compliance, the
occurrence of any such event or the presence of any such restriction would not,
singly or in the aggregate, have a Material Adverse Effect.

(xviii) Except as disclosed in the Registration Statement and the
Prospectus, there is no outstanding option, warrant or other right calling for
the issuance of, and no commitment, plan or arrangement to issue, any shares of
capital stock of the Company, or any security convertible into, exercisable for,
or exchangeable for shares of capital stock in the Company, and no holder of any
security of the Company has the right to have any security owned by such holder
included for registration in the Registration Statement or otherwise registered
by the Company under the Securities Act in connection with the issuance and sale
of the Shares.

(xix) The descriptions in the Registration Statement and the Prospectus of
statutes, legal and governmental proceedings, contracts and other documents, are
accurate and fairly present the information required to be shown in all material
respects; and counsel does not know of statutes or legal or governmental
proceedings required to be described in the prospectus that are not described as
required, or of any contracts or documents of a character required to be
described that are not described as required, in the Registration Statement or
Prospectus.

(xx) The Company has satisfied all of the conditions and requirements for
filing the Registration Statement on Form S-3.


(xxi) Commencing with its taxable year ended December 31, 1997, the Company
has been organized in conformity with the requirements for qualification and
taxation as a REIT for federal income tax purposes, and, based on the facts and
assumptions set forth in the Prospectus and the representations by the Company,
set forth in an Officer's Certificate regarding certain federal income tax
matters, its method of operation has enabled it, and its proposed method of
operation will enable it to continue to meet the requirements under the Code for
qualification and taxation as a REIT, and the Company's partnership subsidiaries
and limited liability company subsidiaries will be treated for Federal income
tax purposes as partnerships (or as disregarded entities) and not as
associations taxable as corporations or as publicly-traded partnerships.

(xxii) To the best knowledge of such counsel, each of the Company and its
subsidiaries has filed on a timely basis all necessary federal, state, local and
foreign income and franchise tax returns through the date hereof, if any such
returns are required to be filed, and have paid all taxes shown as due thereon;
and no tax deficiency has been asserted against any such entity which, if
determined adversely to any such entity, could have a Material Adverse Effect on
the assets, operations, business or condition (financial or otherwise) of any
such entity, respectively.

In addition, such opinion shall also contain a statement that such counsel
has participated in conferences with officers and representatives of the
Company, representatives of the independent public accountants for the Company
and the Underwriters at which the contents and the Prospectus and related
matters were discussed and, no facts have come to the attention of such counsel
which would lead such counsel to believe that either the Registration Statement
(including the documents incorporated by reference therein), as of the date
hereof and at the time it became effective or any amendment thereof made prior
to the Closing Date, as of the date of such amendment, contained or incorporated
by reference any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus (including the documents
incorporated by reference therein), as of its date (or any amendment thereof or
supplement thereto made prior to the Closing Date as of the date of such
amendment or supplement) and as of the Closing Date, contained or contains an
untrue statement of a material fact or omitted or omits to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (it
being understood that such counsel need express no belief or opinion with
respect to the financial statements and schedules and other financial data
included or incorporated by reference therein).