Exhibit 1.2
AVALONBAY COMMUNITIES INC.
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
THIS FIRST AMENDMENT (this "First Amendment") is made and
entered into as of June 27, 2000 (the "Effective Date") by and among AvalonBay
Communities, Inc., a Maryland corporation (the "Company"). PaineWebber
Incorporated, First Union Securities, Inc. (formerly known as First Union
Capital Markets), J.P. Morgan Securities Inc., Banc of America Securities LLC
(formerly known as NationsBanc Montgomery Securities LLC) and UBS Warburg LLC
(formerly known as Warburg Dillon Read LLC) (collectively, the "Existing
Agents") and Lehman Brothers Inc. (the "New Agent"). Each of the Company, each
Existing Agent and the New Agent is referred to as a "Party" and collectively as
the "Parties."
THE PARTIES ENTER THIS FIRST AMENDMENT on the basis of the
following facts, understandings and intentions:
A. The Company and the Existing Agents entered into that
certain Distribution Agreement as of December 21, 1998 (the "Original
Agreement") thereby creating a medium-term notes program for the Company.
(Capitalized terms used in this First Amendment without definition are used as
defined in the Original Agreement.)
B. The Parties desire to amend the Original Agreement to add
the New Agent as an Agent under the Original Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and agreements contained in this First Amendment, the Parties
agree as follows:
1. ADDITION OF THE NEW AGENT. The definition of "Agent" in Section 1 of the
Original Agreement is hereby amended as follows in order to admit the New Agent
as an Agent under the Original Agreement. From and after the Effective Date, the
defined term "Agents" shall refer to Lehman Brothers Inc., Banc of America
Securities LLC, First Union Securities, Inc., J.P. Morgan Securities Inc.,
PaineWebber Incorporated and UBS Warburg LLC.
2. NEW AGENT'S NOTICE ADDRESS. The notice provision of Section 14(b) of the
Original Agreement is amended by adding the following immediately prior to the
final paragraph of such section:
Lehman Brothers Inc.
555 California Street, 30th Floor
San Francisco, CA 94104
Attention: Frederick T. Caven, Jr.
Telephone: 415-274-5559
Telecopy: 415-274-5250
3. NEW AGENT'S ADDRESS FOR ADMINISTRATIVE PROCEDURES. Within the Administrative
Procedures Exhibit B to the Original Agreement, the sections of Parts I and II
titled "Procedure for Rate Changes" and the Sections of Parts I, II and III
titled "Delivery of Prospectus" are hereby amended by adding the following
address to follow Warburg Dillon Read LLC's address:
if to: Lehman Brothers Inc.
to: Attention: Frederick T. Caven, Jr.
555 California Street, 30th Floor
San Francisco, CA 94104
Telephone: 415-274-5559
Telecopy: 415-274-5250
Or such other address as each such Agent may from
time to time provide to the Company.
4. COUNTERPARTS. This First Agreement may be executed in one or more
counterparts, signature pages may be detached from such separately executed
counterparts and reattached to other counterparts and, in each such case, the
executed counterparts hereof shall constitute a single instrument. Signature
pages may be delivered by telecopy.
5. CONFIRMATION. Except as amended by this First Amendment, the Original
Agreement is hereby ratified and confirmed in all respects.
[Signature page follows.]
If the foregoing correctly sets forth the understanding between the Company, the
Existing Agents and the New Agent, please so indicate in the space provided
below for that purpose, whereupon this instrument shall constitute a binding
agreement between the Company, the Existing Agents and the New Agents.
AVALONBAY COMMUNITIES, INC.
By: /s/ Thomas J. Sargeant
-------------------------
Thomas J. Sargeant
Chief Financial Officer
"New Agent"
LEHMAN BROTHERS INC.
By: /s/ Frederick T. Caven, Jr.
---------------------------------
Frederick T. Caven, Jr.
Managing Director
"Existing Agents:
FIRST UNION SECURITIES, INC.
By: /s/ William Ingram
---------------------------------
Name: William Ingram
---------------------------------
Title: Managing Director
---------------------------------
J.P. MORGAN SECURITIES INC.
By: /s/ John Perkins
---------------------------------
John Perkins
Vice President
BANC OF AMERICA SECURITIES LLC
By: /s/ Lynn Mcconnell
---------------------------------
Name: Lynn Mcconnell
---------------------------------
Title: Managing Director
PAINEWEBBER INCORPORATED
By: /s/ David Reynolds
---------------------------------
Name: David Reynolds
---------------------------------
Title: Managing Director
UBS WARBURG LLC
By: /s/ Christopher Forshner
---------------------------------
Name: Christopher Forshner
---------------------------------
Title: Director
---------------------------------