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EXHIBIT 1.2
EXHIBIT A
1,500,000 Shares of Common Stock
ESSEX PROPERTY TRUST, INC.
(a Maryland corporation)
(Par Value $0.0001 Per Share)
PRICING AGREEMENT
December 2, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation
Xxxxxxx Xxxxx & Associates, Inc.
x/x XXXXXXX XXXXX & XX.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Purchase Agreement dated December 2,
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, Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation and Xxxxxxx Xxxxx & Associates, Inc. (the
"Underwriters"). The Purchase Agreement provides for the purchase by the
Underwriters from the Company, subject to the terms and conditions set forth
therein, of the above shares of Common Stock (the "Initial Securities") and an
aggregate of 225,000 additional shares (the "Option Securities") of the
Company's
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Common Stock, par value $0.0001 per share. The Initial Securities and the Option
Securities are collectively hereinafter called the "Securities."
Pursuant to Section 2 of the Purchase Agreement, the Company
agrees with each Underwriter as follows:
(1) The purchase price per share for the Securities to be paid
by the Underwriters shall be $35.50.
(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 prevailing market prices, or at
negotiated prices.
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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 Underwriters 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 and
Chief Financial Officer
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation
Xxxxxxx Xxxxx & Associates, Inc.
By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By:
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Name:
Title:
