PRICING AGREEMENT
May 6, 1999
Xxxxxxx, Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
X.X. Xxxxxx Securities, Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxx Xxxxx Barney Inc.
C/O Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Ladies and Gentlemen:
Xxxxxxx Properties, L.P., a California limited partnership (the
"Operating Partnership"), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated September 24, 1997 (the
"Underwriting Agreement"), between the Operating Partnership and Xxxxxxx
Properties, Inc., a Maryland corporation (the "Company"), on the one hand and
Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X.
Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Operating
Partnership agrees to issue and sell to the Underwriters, and the Underwriters
agree, to purchase from the Operating Partnership, at the time and place and at
the purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriters in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriters and the Company and the Operating
Partnership.
Very truly yours,
XXXXXXX PROPERTIES, L.P.
By: XXXXXXX PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
XXXXXXX PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
X.X. Xxxxxx Securities, Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxx Xxxxx Barney Inc.
By: /s/ Xxxxxxx, Xxxxx & Co.
-------------------------------
(Xxxxxxx, Sachs & Co.)
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SCHEDULE I
A B
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES TO DESIGNATED SECURITIES
BE PURCHASED WITH A TO BE PURCHASED WITH A
MATURITY OF MAY 1, MATURITY OF MAY 1,
UNDERWRITER 2004 2009
----------- ------------------------ ----------------------
Xxxxxxx, Xxxxx & Co. $120,000,000 $120,000,000
----------------------- ----------------------
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated 20,000,000 20,000,000
----------------------- ----------------------
X.X. Xxxxxx Securities, Inc. 20,000,000 20,000,000
----------------------- ----------------------
Xxxxxx Xxxxxxx & Co.
Incorporated 20,000,000 20,000,000
----------------------- ----------------------
Xxxxxxx Xxxxx Barney Inc. 20,000,000 20,000,000
----------------------- ----------------------
Total.......................... $200,000,000 $200,000,000
======================= ======================
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
A. 6.8% Notes due May 1, 2004
B. 7.25% Notes due May 1, 2009
AGGREGATE PRINCIPAL AMOUNT:
A. $200,000,000
B. $200,000,000
INITIAL OFFERING PRICE TO PUBLIC:
A. 99.895% plus accrued interest, if any, from May 11, 1999.
B. 99.849% plus accrued interest, if any, from May 11, 1999.
PURCHASE PRICE BY UNDERWRITERS:
A. 99.40% plus accrued interest, if any, from May 11, 1999.
B. 99.35% plus accrued interest, if any, from May 11, 1999.
FORM OF DESIGNATED SECURITIES:
A. Global Form
B. Global Form
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
A. Same day funds
B. Same day funds
TIME OF DELIVERY:
A. 9:30 a.m. (New York City time), May 11, 1999.
B. 9:30 a.m. (New York City time), May 11, 1999.
INDENTURE:
Indenture dated December 6, 1995, among the Operating Partnership, the
Company and State Street Bank and Trust, as Trustee, as supplemented by the
Fifteenth Supplemental Indenture with U.S. Bank Trust National Association
as Trustee
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MATURITY:
A. May 1, 2004
B. May 1, 2009
INTEREST RATE:
A. 6.8%
B. 7.25%
INTEREST PAYMENT DATES:
A. May 1 and November 1, beginning November 1, 1999.
B. May 1 and November 1, beginning November 1, 1999.
REDEMPTION PROVISION:
The Notes may be redeemed at any time at the option of the Operating
Partnership, in whole or from time to time in part, at a redemption price equal
to the sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the redemption date and (ii) the Make-Whole Amount, if any,
with respect to such Notes.
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
NAMES AND ADDRESSES OF UNDERWRITER:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
CAPTIONS OF PROSPECTUS:
"Description of Notes"
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