Exhibit 1.2
, dated as of May 6, 1997 (the ""), by and between Camden Property Trust (the "Company") and
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("Xxxxxxx Xxxxx").
WHEREAS, the Company will issue $75,000,000 aggregate principal amount
of Remarketed Reset Notes Due May 9, 2002 (the "Notes"), such Notes to be
issued under an Indenture and a Supplemental Indenture, each dated as of
February 15, 1996 (together, the "Indenture"), by and between the Company
and U.S. Trust Company of Texas, N.A., as trustee (the "Trustee"); and
WHEREAS, the Notes are to be initially offered to the public through
Xxxxxxx Xxxxx; and
WHEREAS, the Company has requested Xxxxxxx Xxxxx to act as Rate Agent
(as defined in Section 2(a) hereof) and as Remarketing Underwriter (as
defined in Section 2(a) hereof) in connection with the Notes and as such to
perform the services described herein; and
WHEREAS, Xxxxxxx Xxxxx is willing to act as Rate Agent and as
Remarketing Underwriter in connection with the Notes and as such to perform
such duties on the terms and conditions expressly set forth herein.
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions. Capitalized terms used and not defined in
this Agreement shall have the respective meanings assigned to them in the
Notes or, if not therein stated, in the Indenture or the Prospectus
Supplement, dated as of May 6, 1997, relating to the offering of the Notes.
Section 2. Appointment and Obligations of Xxxxxxx Xxxxx. (a) The
Company hereby appoints Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx hereby accepts
such appointment, (i) as the rate agent (the "Rate Agent") of the Company
to determine (1) LIBOR and the interest rate on the Notes for any Quarterly
Period, and/or (2) the yield to maturity on the applicable United States
Treasury security that is used in connection with the determination of the
applicable Fixed Rate, and the ensuing applicable Fixed Rate and (ii) as
the exclusive remarketing underwriter (the "Remarketing Underwriter") for
the purpose of (x) recommending to the Company the Spread for each
Subsequent Spread Period that, in the opinion of the Remarketing
Underwriter, will enable the Remarketing Underwriter to remarket, for
delivery on the Tender Date, tendered Notes at 100% of the principal amount
thereof, (y) if the Company and the Remarketing Underwriter agree on the
Spread referred to in (x) above, entering into a remarketing underwriting
agreement (each, a "Remarketing Underwriting Agreement") with the Company,
substantially in the form attached hereto as Exhibit A, pursuant to which
the Remarketing Underwriter will agree to purchase the Notes tendered by
the beneficial owners thereof (the "Beneficial Owners") and remarket such
Notes (each such purchase and remarketing being hereinafter referred to as
a "Remarketing"), and (z) performing such other duties as are assigned to
the Remarketing Underwriter in the Notes and/or the Indenture and/or the
applicable Remarketing Underwriting Agreement.
(b) The Rate Agent hereby agrees to determine LIBOR on each LIBOR
Determination Date in accordance with the following provisions and the
other relevant provisions of the Notes:
(i) LIBOR shall be determined on the basis of the offered rates
for three-month deposits in U.S. Dollars of not less than U.S. $1,000,000,
commencing on the second London Business Day immediately following the
applicable LIBOR Determination Date, which appears on Telerate Page 3750 as
of approximately 11:00 a.m., London time, on the applicable LIBOR
Determination Date. If no rate appears on Telerate Page 3750, LIBOR for
the applicable LIBOR Determination Date will be determined in accordance
with the provisions of paragraph (ii) below.
(ii) With respect to a LIBOR Determination Date on which no rate
appears on Telerate Page 3750 as of approximately 11:00 a.m., London time,
on the applicable LIBOR Determination Date, the Rate Agent shall select
four major reference banks in the London interbank market and shall request
the principal London offices of each of such banks to provide it with a
quotation of the rate at which three-month deposits in U.S. Dollars,
commencing on the second London Business Day immediately
following the applicable LIBOR Determination Date, are offered by it to
prime banks in the London interbank market as of approximately 11:00 a.m.,
London time, on the applicable LIBOR Determination Date and in a principal
amount equal to an amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time. If at
least two such quotations are provided, LIBOR for the applicable LIBOR
Determination Date will be the arithmetic mean of such quotations as
calculated by the Rate Agent. If fewer than two quotations are provided,
the Rate Agent, after consultation with the Company, shall select three
major banks in The City of New York and shall request each of such banks to
provide it with the rates quoted by such bank as of approximately 11:00
a.m., New York City time, on the applicable LIBOR Determination Date for
loans in U.S. Dollars to leading European banks, having a three-month
maturity, commencing on the second London Business Day immediately
following the applicable LIBOR Determination Date and in a principal amount
equal to an amount of not less than U.S. $1,000,000 that is representative
for a single transaction in such market at such time, and LIBOR for the
applicable LIBOR Determination Date shall be the arithmetic mean of such
rates; provided, however, that if the banks selected as aforesaid by the
Rate Agent are not quoting as mentioned in this sentence, LIBOR for the
applicable LIBOR Determination Date will be the LIBOR determined with
respect to the immediately preceding LIBOR Determination Date, or in the
case of the first LIBOR Determination Date, LIBOR for the Initial Quarterly
Period.
(c) The Rate Agent hereby agrees to determine the yield to maturity
on the applicable United States Treasury security that is used in
connection with the determination of the applicable Fixed Rate, and the
ensuing applicable Fixed Rate, in accordance with the following provisions:
If the Notes are to be reset to the Fixed Rate Mode, as agreed to by the
Company and the Remarketing Underwriter on a Duration/Mode Determination
Date, then the applicable Fixed Rate for the corresponding Subsequent
Spread Period will be determined as of the sixth calendar day following the
Spread Determination Date (provided that such date is a Business Day;
otherwise, as of the next Business Day thereafter) (the "Fixed Rate
Determination Date") (provided, however, that in the case of where the
Notice Date also falls on the Fixed Rate Determination Date, the Fixed Rate
Determination Date will be the following Business Day thereafter). The
Fixed Rate will be a per annum rate and will be determined as of 12:00 Noon
on such Fixed Rate Determination Date by adding the applicable Spread (as
agreed to by the Company and the Remarketing Underwriter on the preceding
Spread Determination Date) to the yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the applicable United States Treasury
security, selected by the Rate Agent after consultation with the
Remarketing Underwriter, as having a maturity comparable to the duration
selected for the following Subsequent Spread Period, which would be used in
accordance with customary financial practice in pricing new issues of
corporate debt securities of comparable maturity to the duration selected
for the following Subsequent Spread Period. Interest in the Fixed Rate
Mode will be computed on the basis of a 360-day year of twelve 30-day
months. Such interest will be payable semiannually in arrears on the
Interest Payment Dates (May 9 and November 9, unless otherwise specified by
the Company and the Remarketing Underwriter on the applicable Duration/Mode
Determination Date) at the applicable Fixed Rate, as determined by the
Company and the Remarketing Underwriter on the Fixed Rate Determination
Date, beginning on the Commencement Date and for the duration of the
relevant Subsequent Spread Period. Interest on the Notes will accrue from
and including each Interest Payment Date to but excluding the next
succeeding Interest Payment Date or maturity date, as the case may be.
Section 3. Fees and Expenses. The obligations of the Company to
pay to the Remarketing Underwriter on each Tender Date the fees set forth
in the applicable Remarketing Underwriting Agreement shall survive the
termination of this Agreement and remain in full force and effect until all
such payments shall have been made in full.
Section 4. Removal of the Rate Agent and Remarketing Underwriter.
With respect to any Subsequent Spread Period, the Company may in its
absolute discretion remove the Rate Agent and Remarketing Underwriter by
giving notice to the Rate Agent and Remarketing Underwriter prior to 3:00
p.m., New York City time, on the Spread Determination Date applicable
thereto, such removal to be effective upon the Company's appointment of a
successor Rate Agent and Remarketing Underwriter. In such case, the
Company will use its best efforts to appoint a successor Rate Agent and
Remarketing Underwriter and enter into such a with
such persons as soon as reasonably practicable.
Section 5. Dealing in the Notes. Subject to its compliance with
applicable laws and regulations, Xxxxxxx Xxxxx, when acting as a Rate Agent
and Remarketing Underwriter or in its individual or any other capacity, may
buy, sell, hold and deal in any of the Notes. Xxxxxxx Xxxxx may exercise
any vote or join in any action which any Beneficial Owner of Notes may be
entitled to exercise or take with like effect as if it did not act in any
capacity hereunder. Xxxxxxx Xxxxx, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial
or other transaction with the Company as freely as if it did not act in any
capacity hereunder.
Section 6. Current Prospectus. In connection with each Remarketing,
if and to the extent required by applicable law or regulations or
interpretations of the Securities and Exchange Commission in effect at the
time of such Remarketing, the Company shall furnish a current prospectus to
be used by the Remarketing Underwriter in such Remarketing.
Section 7. Conditions to the Remarketing Underwriter's Obligations.
The obligations of the Remarketing Underwriter to purchase and remarket the
Notes shall be subject to the terms and conditions of the applicable
Remarketing Underwriting Agreement.
Section 8. Termination of this . This Agreement
shall terminate as to the Rate Agent and the Remarketing Underwriter on the
effective date of the removal of such Rate Agent and Remarketing
Underwriter pursuant to Section 4 hereof.
Section 9. Rate Agent's and Remarketing Underwriter's Performance;
Duty of Care. The duties and obligations of the Rate Agent and Remarketing
Underwriter hereunder shall be determined solely by the express provisions
of this Agreement and the Notes and the Indenture and, in the case of the
Remarketing Underwriter, the applicable Remarketing Underwriting Agreement.
Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed in such State.
Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof, this Agreement shall remain in full
force and effect from the date hereof until the first day thereafter on
which no Notes are outstanding.
Section 12. Successors and Assigns. The rights and obligations of
the Company hereunder may not be assigned or delegated to any other person
without the prior written consent of Xxxxxxx Xxxxx. The rights and
obligations of Xxxxxxx Xxxxx hereunder may not be assigned or delegated to
any other person without the prior written consent of the Company. This
Agreement shall inure to the benefit of and be binding upon the Company and
Xxxxxxx Xxxxx and their respective successors and assigns. The terms
"successors" and "assigns" shall not include any purchaser of any Notes
merely because of such purchase.
Section 13. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed
that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provisions of this Agreement.
Section 14. Severability. If any provision of this Agreement shall
be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule
or public policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any
instrument in writing signed by each of the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or
pursuant hereto shall be made in writing or transmitted by any standard
form of telecommunication or by telephone and confirmed in writing. All
written notices shall be deemed to be validly given or made, if delivered
by hand, when so delivered, or if mailed, when mailed registered or
certified mail, return receipt requested and postage prepaid. All notices
by telecommunication (including telephone) shall be deemed to be validly
given or made when received. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to Camden
Property Trust, 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000,
Attention: G. Xxxxxx Xxxxxx, Senior Vice President - Finance, Chief
Financial Officer, Treasurer and Assistant Secretary; and if to Xxxxxxx
Xxxxx, to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx
World Headquarters, World Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, Attention: Debt Syndicate, or to such other address as either
of the above shall specify to the other in writing.
Section 18. Benefit. Nothing in this Agreement, express or implied,
is intended or shall be construed to confer upon or give any person other
than the parties hereto any remedy or claim under or by reason of this
Agreement or any term, covenant or condition hereof, all of which shall be
for the sole and exclusive benefit of the parties.
IN WITNESS WHEREOF, each of the Company and Xxxxxxx Xxxxx has caused
this Agreement to be executed in its name and on its behalf by one of its
duly authorized officers as of the date first above written.
CAMDEN PROPERTY TRUST
By: /s/ G. Xxxxxx Xxxxxx
------------------------------
Name: G. Xxxxxx Xxxxxx
Title: Senior Vice President - Finance,
Chief Financial Officer,
Treasurer and Assistant Secretary
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Tjarda van X. Xxxxxxx
------------------------------
Name: Tjarda van X. Xxxxxxx
Title: Director
EXHIBIT A
REMARKETING UNDERWRITING AGREEMENT
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (the "Remarketing Underwriter") hereby agrees to purchase the
Notes described below (the "Notes") that have been tendered by the holders
thereof for sale on _______________(the "Tender Date").
It is acknowledged and agreed that the Notes need not be further
registered under the Securities Act of 1933, as amended (the "Act"), and
that, in connection with the remarketing of the Notes by the Remarketing
Underwriter in accordance with the terms of the dated
May 6, 1997, no prospectus meeting the requirements of Section 10 of the
Act need be delivered, or filed pursuant to Rule 424 under the Act.
It is understood that the Remarketing Underwriter will deliver to
purchasers and prospective purchasers, in connection with the remarketing,
one or more forms of written communication describing the terms of the
Notes (each, a "Remarketing Memorandum"), the form of each of which shall
be delivered to Camden Property Trust (the "Company") (not less than two
Business Days prior to its use) and subject to the approval of the Company
prior to its use by the Remarketing Underwriter, which approval shall not
be unreasonably withheld.
The Remarketing Underwriter shall offer to purchase Notes and purchase
validly tendered Notes on the Tender Date in accordance with all applicable
laws and regulations and interpretations of the Securities and Exchange
Commission.
The provisions of Sections 4, 5, 6, 7, 8 and 9 of the attached
Underwriting Agreement are incorporated in their entirety into this
Agreement and made applicable to the obligations of the Remarketing
Underwriter to the extent applicable to any remarketing of the Notes,
except as explicitly amended hereby. All references therein to "you" or to
the "Underwriter" shall be deemed to refer to the Remarketing Underwriter,
all references to the "Underwritten Securities" shall be deemed to refer to
the Notes, and all references to the "Closing Date" shall be deemed to
refer to the Tender Date. To the extent such provisions refer to the
"Prospectus" or the "Registration Statement," such references shall be
deemed to refer to any Remarketing Memorandum or registration statement, if
any, that the Company is required to prepare or file pursuant to applicable
law, regulations or interpretations of the Securities and Exchange
Commission in effect at the time of such remarketing of the Notes. For the
purposes of Section 7 of the attached Underwriting Agreement, amounts paid
by the Remarketing Underwriter shall be deemed the "aggregate public
offering price".
All capitalized terms not otherwise defined in this Agreement have the
respective meanings assigned thereto in the Notes, the form of which is
attached hereto.
Remarketing Underwriter Xxxxxxx Xxxxx & Co.
and Address: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
World Financial Center
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Title of Notes: Remarketed Reset Notes Due May 9, 2002
Principal Amount of Notes The aggregate principal amount of all Notes
to be Purchased: tendered for resale on the Tender Date
Title of Indenture: Indenture and Supplemental Indenture, each
dated as of February 15, 1996, by and
between Camden Property Trust (the
"Company") and U.S. Trust Company of Texas,
N.A., as trustee
Note Trustee: U.S. Trust Company of Texas, N.A.
Current Ratings: Xxxxx'x Investors Service, Inc.: Baa3;
Standard & Poor's Ratings Services: BBB-;
Duff & Xxxxxx Credit Rating Co.: BBB-
Certain Terms of the Notes:
Maturity: May 9, 2002
Spread Determination Date:
Duration/Mode
Determination Date:
Tender Notice Date:
Interest Reset Dates:
Tender Date:
New Interest Rate: As determined by application of the
provisions set forth in the attached form
of the Notes on the LIBOR Determination
Date or the Fixed Rate Determination Date,
as applicable
Spread: [Plus/Minus] ______ basis points
Interest Payment Dates: [August 9], [November 9], [February 9]
and/or [May 9]
Subsequent Spread Period:
Redemption Provisions: Redeemable as set forth in the attached
Prospectus Supplement dated May 6, 1997
Beneficial Owner Tender As set forth in the attached Prospectus
Provisions: Supplement dated May 6, 1997. In the event
that the Remarketing Underwriter fails to
purchase all Notes validly tendered for
purchase on the Tender Date, then the
Remarketing Underwriter shall promptly
notify the Company and the Trustee of such
failure.
Shorter Subsequent Spread In the event that (A) the Remarketing
Period: Underwriter fails to purchase all Notes
validly tendered for purchase on the Tender
Date for any reason, and (B) the Company
has not given notice of redemption of all
of the Notes then outstanding in accordance
with the provisions described in the
attached form of the Notes, then the
Subsequent Spread Period shall be a period
of one year, which Subsequent Spread Period
shall be deemed to have commenced upon the
Commencement Date that coincides with the
Tender Date.
Legal Opinion: The opinion required to be delivered
pursuant to Section 6(f)(vii) of the
attached Underwriting Agreement shall be
modified to read as follows "(vii) the
Notes have been duly authorized; a single
global Note registered in the name of CEDE
& Co., a nominee of The Depository Trust
Company ("DTC"), has been duly
authenticated in accordance with the
provisions of the Indenture, paid for and
delivered to DTC, and constitutes a valid
and binding obligation of the Company; and
the Underwriter will acquire the rights of
a bona fide purchaser (as such terms are
defined in the Uniform Commercial Code as
in effect in the State of New York (the
"UCC")) in any portion of the Notes
transferred to the Underwriter by a prior
owner thereof as recorded on the books of
DTC, provided that (i) the portion of the
Notes transferred is an authorized
denomination of the Notes, (ii) the
transfer is recorded on the books of DTC by
a debit to the transferor's account with
DTC and a credit to the Underwriter's
account with DTC, (iii) the Underwriter
makes payment to such transferor of value
for such transfer and (iv) the Underwriter
purchases such interest in good faith and
without notice of any adverse claim, within
the meaning of the UCC.
Form of Notes: Global certificate registered in the name
of the nominee, which currently is CEDE &
Co., of the depository of the Notes, which
is DTC. The beneficial owners of the Notes
("Beneficial Owners") are not entitled to
receive definitive certificates
representing their Notes, except under
limited circumstances. A Beneficial
Owner's ownership of a Note currently is
recorded on or through the records of the
brokerage firm or other entity that is a
participant in DTC and that maintains such
Beneficial Owner's account.
Purchase Price: 100% of the principal amount of the Notes.
Payable to DTC for the Beneficial Owners of
Tendered Notes.
Remarketing Fee: 0.075% of the principal amount of the Notes
outstanding on the Tender Date.
Closing: Liddell, Sapp, Zivley, Hill & XxXxxx,
L.L.P., 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000, at 9:00 a.m., New York
City time, on the Tender Date.
The foregoing terms are hereby confirmed and agreed to as of this ____
day of ____________.
CAMDEN PROPERTY TRUST
By: _________________________
Name:
Title:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: _________________________
Name:
Title:
