EXHIBIT 1.2
AVALON PROPERTIES, INC.
_____________________
Price Determination Agreement
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December 3, 1997
PaineWebber Incorporated
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
c/o PaineWebber Incorporated
1285 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated concurrently
herewith (the "Underwriting Agreement"), among Avalon Properties, Inc., a
Maryland corporation (the "Company"), and you. The Underwriting Agreement
provides for the purchase by you from the Company, subject to the terms and
conditions set forth therein, of an aggregate of 3,500,000 shares (the "Firm
Shares") of the Company's Common Stock, par value $.01 per share. This Agreement
is the Price Determination Agreement referred to in the Underwriting Agreement.
Pursuant to Section 1 of the Underwriting Agreement, the undersigned
agree with you as follows:
1. The public offering price per share for the Firm Shares shall
be $30.125.
2. The purchase price per share for the Firm Shares to be paid
by you shall be $28.615 representing an amount equal to the public offering
price set forth above, less $1.51 per share.
The Company represents and warrants to you that the representations
and warranties of the Company set forth in Section 3 of the Underwriting
Agreement are accurate as though expressly made at and as of the date hereof.
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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
If the foregoing is in accordance with your understanding of the
agreement among you and the Company, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all counterparts and
together with the Underwriting Agreement shall be a binding agreement among you
and the Company in accordance with its terms and the terms of the Underwriting
Agreement.
Very truly yours,
AVALON PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Confirmed as of the date first
above mentioned:
PAINEWEBBER INCORPORATED
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: PAINEWEBBER INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Managing Director
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