3,000,000 Shares GABLES RESIDENTIAL TRUST Underwriting Agreement dated May 1, 2003 WACHOVIA SECURITIES, INC. MORGAN STANLEY & CO. INCORPORATED LEGG MASON WOOD WALKER, INCORPORATED PRUDENTIAL SECURITIES INCORPORATEDUnderwriting Agreement • May 8th, 2003 • Gables Residential Trust • Real estate investment trusts • New York
Introductory. Gables Residential Trust, a Maryland real estate investment trust (the “REIT”), proposes to issue and sell to the several underwriters named in Schedule 1 attached hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Securities”) of the REIT’s 7.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest (liquidation preference $25.00 per share), par value $0.01 per share. Wachovia Securities, Inc. (“Wachovia Securities”); Morgan Stanley & Co. Incorporated; Legg Mason Wood Walker, Incorporated; and Prudential Securities Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The REIT, its operating partnership, Gables Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership’s sole general partner, Gables GP, Inc. (“Gables GP”), a Texas corporation and a wholl
