PGGM)Voting Agreement • February 16th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • Maryland
amongRevolving Credit Agreement • July 5th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • New York
1 EXHIBIT 1.1 EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership) 7.5% Notes due April 19, 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 1999 • Eop Operating LTD Partnership • Real estate investment trusts • New York
1 EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June 10, 1998 between EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), and the Initial...Registration Rights Agreement • August 14th, 1998 • Eop Operating LTD Partnership • Real estate investment trusts • New York
NO. 00_ PRINCIPAL AMOUNT CUSIP NO. 268766 BE1 $___________ UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE...Note Agreement • January 25th, 1999 • Eop Operating LTD Partnership • Real estate investment trusts
Exhibit 1.1 EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership) $500,000,000 8.375% Notes due March 15, 2006 UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • New York
1 Exhibit 4.22 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment") is made as of June 18, 1999, by and among EOP OPERATING LIMITED...Revolving Credit Agreement • March 29th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • Illinois
EXHIBIT 1.1 EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership) $200,000,000 6.375% Notes due 2002 $300,000,000 6.5% Notes due 2004 $500,000,000 6.8% Notes due 2009 UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 1999 • Eop Operating LTD Partnership • Real estate investment trusts • New York
1 EXHIBIT 3.2 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOP OPERATING LIMITED PARTNERSHIP THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOP OPERATING LIMITED...Second Amended and Restated Agreement of Limited Partnership • November 14th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts
EXHIBIT 4.22 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT for $1,000,000,000 Revolving Credit Facility dated as of May 29, 1998Revolving Credit Agreement • March 30th, 1999 • Eop Operating LTD Partnership • Real estate investment trusts • Illinois
EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership) $360,000,000 8.10% Notes due August 1, 2010 UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • New York
1 EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June 10, 1998 between EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), and the Initial...Registration Rights Agreement • August 14th, 1998 • Eop Operating LTD Partnership • Real estate investment trusts • New York
GUARANTY OF PAYMENT -- NO. 1 GUARANTY OF PAYMENT -- NO. 1 (this "Guaranty"), made as of May 12, 2000, between EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust, having an address at Two North Riverside Plaza, Suite 2100, Chicago,...Guaranty of Payment • July 5th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF DEUTSCHE BANK AND DEUTSCHER HEROLDStock Option Agreement • February 16th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • Maryland
NO. 00_ PRINCIPAL AMOUNT CUSIP NO. 268766 BF8 $____________ UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,...Note Agreement • January 25th, 1999 • Eop Operating LTD Partnership • Real estate investment trusts
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 10th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts • Illinois
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of May 1, 2003 by and between EQUITY OFFICE MANAGEMENT, L.LC., a Delaware limited liability company (“Employer”), EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”) and JEFFREY L. JOHNSON (the “Executive”).
EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership)Underwriting Agreement • March 26th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts • New York
The Debt Securities will be fully and unconditionally guaranteed as to payment of the principal thereof, and Make-Whole Amount (as defined in the Indenture (as defined below)), if any, and interest thereon (the “Guarantees” and, together with the Debt Securities, the “Securities”) by the Company. The Securities will be issued pursuant to an indenture, dated as of August 29, 2000, between the Operating Partnership and U.S. Bank National Association (formerly, U.S. Bank Trust National Association), as trustee (the “Trustee”), as supplemented by
REVOLVING CREDIT AGREEMENT for $1,250,000,000 Revolving Credit Facility dated as of August 4, 2005 among EOP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner, BANC OF...Revolving Credit Agreement • August 9th, 2005 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of August 4, 2005 among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”), the BANKS listed on the signature pages hereof, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner, BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, THE BANK OF NOVA SCOTIA, US BANK NATIONAL ASSOCIATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, CITICORP NORTH AMERICA INC., LONDON, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, DEUTSCHE BANK AG, NEW YORK BRANCH, LASALLE BANK NATIONAL ASSOCIATION, MERRILL LYNCH BANK USA, MORGAN STANLEY BANK, PNC BANK, N.A., UBS LOAN FINANCE LLC, MIZUHO CORPORATE BANK, LTD., and THE ROYAL BANK OF SCOTLAND plc, as Senior Managing Agents, THE BANK OF NEW YORK, EUROHYPO AG, NEW YORK BRANCH, and UFJ BANK LIMITED, as Managing Agents, and BANK OF CHINA, NEW YORK BRANCH
AMENDED AND RESTATED CREDIT AGREEMENT for $750,000,000 Credit Facility dated as of December 9, 2005 among EOP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A.,...Credit Agreement • March 15th, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 9, 2005 among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”), the BANKS listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent, WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arranger and Joint Bookrunner, BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner and J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner.
amongMerger Agreement • February 16th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • Maryland
NO. 001 PRINCIPAL AMOUNT CUSIP NO. $ UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY...Notes Agreement • September 3rd, 1998 • Eop Operating LTD Partnership • Real estate investment trusts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as of June 27, 2006 among EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and the several initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), for whom MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, is acting as representative (the “Representative”).
AGREEMENT AND PLAN OF MERGER Among EQUITY OFFICE PROPERTIES TRUST, EOP OPERATING LIMITED PARTNERSHIP, BLACKHAWK PARENT LLC, BLACKHAWK ACQUISITION TRUST and BLACKHAWK ACQUISITION L.P. Dated as of November 19, 2006Merger Agreement • November 21st, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2006 (this “Agreement”), is made and entered into by and among EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”, and together with the Company, the “Company Parties”), BLACKHAWK PARENT LLC, a Delaware limited liability company (“Parent”), BLACKHAWK ACQUISITION TRUST, a Maryland real estate investment trust and a wholly-owned subsidiary of Parent (“MergerCo”), and BLACKHAWK ACQUISITION L.P., a Delaware limited partnership whose general partner is MergerCo (“Merger Partnership” and together with Parent and MergerCo, the “Buyer Parties”).
COMMON SHARE DELIVERY AGREEMENTCommon Share Delivery Agreement • June 28th, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • New York
This Common Share Delivery Agreement (the “Agreement”) is being made as of the 27th day of June, 2006 by and between EOP Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and Equity Office Properties Trust, a Maryland real estate investment trust (the “Company”).
EOP OPERATING LIMITED PARTNERSHIP, Issuer, EQUITY OFFICE PROPERTIES TRUST, Co- Obligor and Guarantor and Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 27, 2006Second Supplemental Indenture • June 28th, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), is entered into as of June 27, 2006, among EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership” or “Issuer”), having its principal offices at Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Company” or “Guarantor”), having its principal offices at Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, and U.S. BANK NATIONAL ASSOCIATION (formerly, U.S. Bank Trust National Association), a bank duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 100 Wall Street, 16th floor, New York, New York 10004.
REVOLVING CREDIT AGREEMENT for $500,000,000 Bridge Revolving Credit Facility dated as of July 29, 2004 among EOP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, UBS SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, CITIGROUP GLOBAL...Revolving Credit Agreement • November 9th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of July 29. 2004 among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”), the BANKS listed on the signature pages hereof, UBS SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Bookrunner, MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arranger and Joint Bookrunner, CITICORP NORTH AMERICA, INC., as Administrative Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and UBS AG, STAMFORD BRANCH, as Documentation Agent.
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOP OPERATING LIMITED PARTNERSHIPAgreement of Limited Partnership • August 9th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts
THIS FOURTH AMENDMENT (this “Amendment”) TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOP OPERATING LIMITED PARTNERSHIP (the“Agreement”), dated May 25, 2004, is entered into by EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust, as the general partner (the“General Partner”) of EOP Operating Limited Partnership, a Delaware limited partnership (the “Partnership”), for itself and on behalf of the Limited Partners of the Partnership.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 13th, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of June 21, 2006, by and among EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), EQUITY OFFICE PROPERTIES TRUST, as Guarantor (the “Guarantor”), the BANKS listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Documentation Agent.
May 11, 2001 Equity Office Properties Trust EOP Operating Limited Partnership Senior Term Loan Facility Commitment LetterCommitment Letter • June 6th, 2001 • Eop Operating LTD Partnership • Real estate investment trusts
EOP Operating Limited Partnership, a Delaware limited partnership (the “Borrower”) and Equity Office Properties Trust (the “Guarantor”) have requested that Banc of America Securities, LLC, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. (collectively, the “Arrangers”) jointly agree to structure and arrange a senior term loan facility in an aggregate amount of up to $1,000,000,000 (the “Facility”). The Arrangers are pleased to advise you that they are willing to act as joint and exclusive co-advisors, co-lead arrangers and co-book runners for the Facility. In addition, The Chase Manhattan Bank has agreed to serve as exclusive syndication agent for the Facility (in such capacity, the “Syndication Agent”), Bank of America, N.A. has agreed to serve as exclusive administrative agent for the Facility (in such capacity, the “Administrative Agent”) and Salomon Smith Barney Inc. has agreed to serve as exclusive documentation agent for the Facility (in such capacity, the “Documentation
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 13th, 2006 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of July 7, 2006, by and among EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), EQUITY OFFICE PROPERTIES TRUST, as Guarantor (the “Guarantor”), the BANKS listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Documentation Agent.
NEW TRUSTEE APPOINTMENT AGREEMENTTrustee Appointment Agreement • June 15th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts • New York
This AGREEMENT, dated as of June 10, 2004 (this “Agreement”), is made and entered into by and among EOP Operating Limited Partnership, a Delaware limited partnership (“EOP Partnership”), Equity Office Properties Trust, a Maryland real estate investment trust and the general partner of EOP Partnership (“Equity Office”), and BNY Midwest Trust Company, an Illinois trust company, as trustee (the “Additional Trustee”).
ContractEighteenth Supplemental Indenture • January 22nd, 2007 • Eop Operating LTD Partnership • Real estate investment trusts • New York
EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of January 16, 2007, to the Indenture dated as of December 6, 1995 (as amended and supplemented to the date hereof, the “Indenture”), by and among EOP Operating Limited Partnership (as successor to Spieker Properties, L.P.), a Delaware limited partnership (the “Issuer”), Equity Office Properties Trust (as successor to Spieker Properties, Inc.), a Maryland real estate investment trust (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
ContractSecond Supplemental Indenture • January 22nd, 2007 • Eop Operating LTD Partnership • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 19, 2007, to the Indenture dated as of September 2, 1997 (as amended and supplemented to the date hereof, the “Indenture”), by and between EOP Operating Limited Partnership, a Delaware limited partnership (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
ContractThird Supplemental Indenture • January 22nd, 2007 • Eop Operating LTD Partnership • Real estate investment trusts • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of January 19, 2007, to the Indenture dated as of September 2, 1997 (as amended and supplemented to the date hereof, the “Indenture”), by and between EOP Operating Limited Partnership, a Delaware limited partnership (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER Among EQUITY OFFICE PROPERTIES TRUST, EOP OPERATING LIMITED PARTNERSHIP, BLACKHAWK PARENT LLC, BLACKHAWK ACQUISITION TRUST and BLACKHAWK ACQUISITION L.P. Dated as of January 24, 2007Agreement and Plan of Merger • January 25th, 2007 • Eop Operating LTD Partnership • Real estate investment trusts
THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2007 (this “Amendment”), is entered into by and among Equity Office Properties Trust, a Maryland real estate investment trust (the “Company”), EOP Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”, and together with the Company, the “Company Parties”), Blackhawk Parent LLC, a Delaware limited liability company (“Parent”), Blackhawk Acquisition Trust, a Maryland real estate investment trust and a wholly-owned subsidiary of Parent (“MergerCo”), and Blackhawk Acquisition L.P., a Delaware limited partnership whose general partner is MergerCo (“Merger Partnership” and together with Parent and MergerCo, the “Buyer Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of November 19, 2006, as amended prior to the date of this Amendment, by and among the Company Parties and the Buyer
