Pricing Agreement between Federal Realty Investment Trust and First Union Securities, Inc. (June 6, 2002)

Summary

Federal Realty Investment Trust and First Union Securities, Inc. entered into this agreement for the sale and purchase of 1,900,000 common shares, with an option for the underwriter to buy up to 285,000 additional shares. The agreement sets the purchase price, delivery date, and other terms, and incorporates the provisions of a prior Underwriting Agreement. The option to purchase additional shares expires 30 days after the agreement date. The agreement is governed by New York law and is binding upon acceptance by both parties.

EX-1.2 4 dex12.txt PRICING AGREEMENT Exhibit 1.2 Pricing Agreement June 6, 2002 FIRST UNION SECURITIES, INC. As representative of the Underwriter named in Schedule I hereto 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: Federal Realty Investment Trust, a Maryland real estate investment trust (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 6, 2002 (the "Underwriting Agreement"), between the Company on the one hand and First Union Securities, Inc. on the other hand, to issue and sell to the Underwriter named in Schedule I hereto (the "Underwriter") the Shares specified in Schedule II hereto (the "Designated Shares"). 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 Pricing Agreement to the same extent as if such provisions had been set forth in full herein, except that all reference in the Underwriting Agreement to the "Underwriters" (and all similar reference) shall be deemed to refer to the Underwriter, mutatis mutandis; 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 Shares which are the subject of this Pricing Agreement. Each reference to the Representative herein and to the Representatives 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. The Representative designated to act on behalf of the Underwriter of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representative referred to in such Section 12 are set forth in Schedule II hereto. A supplement to the Prospectus relating to the Designated Shares, 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 Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Time of Delivery and place and at the purchase price to the Underwriter set forth in Schedule II hereto, the number of Initial Shares (as defined in Schedule II hereto) set forth opposite the name of such Underwriter in Schedule I hereto. In addition, subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company hereby grants an option to the Underwriter to purchase up to the number of Option Shares (as defined in Schedule II hereto) specified in Schedule II hereto at the place and purchase price to the Underwriter set forth in Schedule II hereto and at the Option Closing Time specified by the Representative as provided below. The option hereby granted will expire at 11:59 p.m. (New York City time) on the 30th day after the date of this Pricing Agreement and may be exercised once, in whole or in part, for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Company setting forth the number of Option Shares as to which the Underwriter is then exercising the option and the Option Closing Time for such Option Shares. Any such Option Closing Time shall be determined by the Representative but shall not be later than seven full business days after the exercise of such option nor in any event prior to the Time of Delivery. If the option is exercised as to all or any portion of the Option Shares, the Underwriter will be obligated to purchase such number of Option Shares then being purchased, and the Company shall be obligated to issue and sell such Option Shares to the Underwriter, in each case subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated by reference herein. This Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 If the foregoing is in accordance with your understanding, please sign and return this Pricing Agreement to us, and upon acceptance hereof by you, on behalf of the Underwriter, this Pricing Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriter and the Company. Very truly yours, FEDERAL REALTY INVESTMENT TRUST By: /s/ Larry E. Finger -------------------------------------------- Name: Larry E. Finger Title: Senior Vice President - Chief Financial Officer and Treasurer Accepted as of the date hereof: FIRST UNION SECURITIES, INC. By: /s/ J. Brit Stephens ------------------------------------------------------ J. Brit Stephens Managing Director - Equity Syndicate 3 SCHEDULE I Number of Initial Shares Underwriter to be Purchased ----------- --------------- First Union Securities, Inc. ......................... 1,900,000 --------- Total ....................................... 1,900,000 ========= SCHEDULE II Title of Designated Shares: Common Shares of Beneficial Interest Number of Designated Shares: 2,185,000 shares. The Designated Shares consist of an aggregate of 1,900,000 Designated Shares (the "Initial Shares") that the Underwriter has agreed to purchase and that the Company has agreed to sell and an aggregate of up to 285,000 Designated Shares (the "Option Shares") that the Underwriter has the option to purchase from the Company, all subject to the terms and conditions set forth in this Pricing Agreement and the Underwriting Agreement incorporated by reference herein. Initial Offering Price to Public $26.50 per share. Per Share for Designated Shares Purchase Price per Share for $25.9825 per share; provided, however, that Designated Shares to be Paid by the purchase price per share for any Option the Underwriter Shares purchased by the Underwriter shall be reduced by an amount per share equal to the aggregate amount per share of any dividends or distributions declared, paid or payable with respect to the Initial Shares but not payable with respect to such Option Shares. Names and addresses of First Union Securities, Inc. Representative: 7 St. Paul Street Baltimore, Maryland 21202 Address for Notices, etc.: First Union Securities, Inc. 7 St. Paul Street Baltimore, Maryland 21202 Time of Delivery: 9:00 a.m. (New York City time) on June 12, 2002 Place of Delivery of Designated New York, New York Shares: 5 SCHEDULE III List of Persons Subject to Lock-Up Steven J. Guttman Donald C. Wood Larry E. Finger 6