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LEXINGTON CORPORATE PROPERTIES, INC.
a Maryland corporation
2,800,000 shares of Common Stock, par value $.0001 per share
PRICING AGREEMENT
To: Lexington Corporate Properties, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We understand that Lexington Corporate Properties, Inc., a
Maryland corporation (the "Company"), proposes to issue and sell 2,800,000
shares of its common stock, par value $.0001 per share (the "Common Stock").
Subject to the terms and conditions set forth or incorporated by reference
herein, we the underwriters named below (the "Underwriters") offer to purchase,
severally and not jointly, the number of Shares opposite our respective names
set forth below at the purchase price set forth below, and a proportionate share
of Option Shares set forth below, to the extent any are purchased.
SCHEDULE I
List of Underwriters
Underwriter Number
of Initial Shares
Bear, Xxxxxxx & Co. Inc. 616,000
XxXxxxxx & Company Securities, Inc. 616,000
UBS Securities LLC 616,000
Alex. Xxxxx & Sons Incorporated 56,000
EVEREN Securities, Inc. 56,000
Xxxxxxx, Sachs & Co. 56,000
Xxxxxx Brothers Inc. 56,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 56,000
Xxxxxxxxxx Securities 56,000
NatWest Securities Limited 56,000
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Xxxxxxxxx, Xxxxxxxx & Company LLC 56,000
Xxxxx Xxxxxx Inc. 56,000
Xxxxxxxx & Partners, L.P. 28,000
Friedman, Billings, Xxxxxx & Co., Inc. 28,000
Xxxxxx Xxxx LLC 28,000
Gilford Securities Incorporated 28,000
Gruntal & Co., L.L.C. 28,000
Xxxxxx Xxxx & Xxxxxxxx, Inc. 28,000
Xxxxxxxxx & Company 28,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 28,000
Principal Financial Securities, Inc. 28,000
Xxxxxxx Xxxxx & Associates, Inc. 28,000
The Xxxxxxxx-Xxxxxxxx Company, Inc. 28,000
Sands Brothers & Co., Ltd. 28,000
Xxxxxx, Xxxxxxxx & Company, Incorporated 28,000
Sutro & Co. Incorporated 28,000
Xxxxxx Xxxxxxx Incorporated 28,000
Wheat, First Securities, Inc. 28,000
Total 2,800,000
The Shares shall have the following terms:
Title: Common Stock
Number of shares: 2,800,000
Number of Option Shares: 420,000
Initial public offering price per share: $13.75
Purchase price per share: $12.925
Listing requirements: Approved for listing upon NYSE
Lock-up provisions: 90 days, except for: (i) the Company's sale of
Shares pursuant to the Purchase Agreement and the related Pricing
Agreement, (ii) the Company's issuance of Common Stock upon the
exercise of presently outstanding stock options or upon the exchange of
Units, (iii) the issuance of Units in connection with the acquisition
of property so long as such Units do not represent, in the aggregate,
in excess of 10% of the outstanding equity of the Company and the
Property Partnerships and their Subsidiaries, (iv) the Company's
issuance of Preferred Stock (or underlying Common Stock) as
contemplated by the Investment Agreement between the company and Five
Arrows Realty Securities L.L.C. dated as of December 31, 1996 and (v)
the Company's grant of options or restricted stock or issuance of
Common Stock to any of its employees or directors under any existing
employee benefit incentive compensation or similar plan or the
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issuance of Common Stock under the Company's dividend reinvestment
plan; provided, however, a 75-day lockup period applies to the
Company's issuance of shares in connection with the CRIT Acquisition.
Closing date and location: June 23, 1997; Office of Paul, Hastings,
Xxxxxxxx & Xxxxxx LLP
All of the provisions contained in the document attached as
Annex I entitled "LEXINGTON CORPORATE PROPERTIES, INC. Common Stock Purchase
Agreement" are hereby incorporated by reference in their entirety herein and
shall be deemed to be a part of this Pricing Agreement to the same extent as if
such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined.
Please accept this offer no later than 5:00 P.M. (New York
City time) on June 17, 1997 by signing a copy of this Pricing Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
BEAR, XXXXXXX & CO. INC.
By:________________________________________
Authorized Signatory
Acting on behalf of themselves and the
other named Underwriters.
Accepted:
LEXINGTON CORPORATE PROPERTIES, INC.
By:_______________________________
Name:
Title:
LEPERCQ CORPORATE INCOME FUND
L.P., a Delaware limited partnership
By: Lexington Corporate Properties, Inc.
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the sole shareholder of LEX GP 1, Inc.,
which is sole general partner of
Lepercq Corporate Income Fund L.P.
By:_________________________
Name:
Title:
LEPERCQ CORPORATE INCOME FUND
II L.P., a Delaware limited partnership
By: Lexington Corporate Properties, Inc.
the sole shareholder of LEX GP 1, Inc.,
which is sole general partner of
Lepercq Corporate Income Fund II L.P.
By:_________________________
Name:
Title:
LXP I, L.P.
By: Lexington Corporate Properties, Inc.,
the sole shareholder of LXP I, Inc.,
which is the sole general partner of
LXP I, L.P.
By:_______________________________
Name:
Title:
LXP II, L.P.
By: Lexington Corporate Properties, Inc.,
the sole shareholder of LXP II, Inc.,
which is the sole general partner of
LXP II, L.P.
By:_______________________________
Name:
Title:
