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EXHIBIT 1.2
2,000,000 Shares of Common Stock
ESSEX PROPERTY TRUST, INC.
(a Maryland corporation)
(Par Value $0.0001 Per Share)
PRICING AGREEMENT
March 31, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Reference is made to the Purchase Agreement dated March 31,
1997 (the "Purchase Agreement") among Essex Property Trust, Inc., a Maryland
corporation (the "Company"), Essex Portfolio, L.P., and Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter"). The
Purchase Agreement provides for the purchase by the Underwriter from the
Company, subject to the terms and conditions set forth therein, of the above
shares of Common Stock (the "Securities") of the Company's Common Stock, par
value $0.0001 per share.
Pursuant to Section 2 of the Purchase Agreement, the Company
agrees with the Underwriter as follows:
(1) The purchase price per share for the Securities to be
paid by the Underwriter shall be $29.125.
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(2) The public offering price per share for the
Securities shall be at market prices prevailing at
the time of sale, at prices related to such
prevailing market prices, or at negotiated prices,
but in no event less than $29.25 per share.
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If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriter and the Company in accordance with its terms.
Very truly yours,
ESSEX PROPERTY TRUST, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President, Chief
Financial Officer and Secretary
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By:
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Name: S. Xxxx Xxxxx
Title: Vice President
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