ERP OPERATING LIMITED PARTNERSHIP
(an Illinois limited partnership)
$100,000,000 6.15% Notes due September 15, 2000
TERMS AGREEMENT
Dated: September 23, 1998
To: ERP Operating Limited Partnership
c/o Equity Residential Properties Trust
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We understand that ERP Operating Limited Partnership, an Illinois limited
partnership ("ERP"), proposes to issue and sell $100,000,000 aggregate principal
amount of 6.15% Notes due September 15, 2000 (the "Notes") (such Notes being
hereinafter also referred to as the "Underwritten Securities"). Subject to the
terms and conditions set forth or incorporated by reference herein, X.X. Xxxxxx
Securities Inc. (the "Underwriter") agrees to purchase the Underwritten
Securities at 99.594% of the principal amount thereof.
The Underwritten Securities shall have the following terms (capitalized
terms used but not defined herein shall have the meanings given to them in the
attached Purchase Agreement):
TITLE: 6.15% Notes due September 15, 2000
PRINCIPAL AMOUNT TO BE
ISSUED: $100,000,000
CURRENT RATINGS: A3 by Xxxxx'x Investors Services, Inc.
BBB+ by Standard & Poor's Ratings Services
FORM: Registered book-entry form
INITIAL PRICE TO PUBLIC: At varying prices related to the prevailing
market prices at the time of the sale
PURCHASE PRICE: 99.594% of the principal amount of the
Underwritten Securities
SETTLEMENT DATE, TIME AND September 28, 1998, at 9:00 a.m. New York City
PLACE: time at the offices of Xxxxxxxxx & Xxxxxxxxxxx,
P.C., Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000 for the delivery of
documents; delivery of funds on September 28,
1998 in accordance with DTC procedures for the
Underwritten Securities
STATED MATURITY DATE: September 15, 2000
INTEREST RATE: 6.15%
INTEREST PAYMENT DATES: Interest on the Notes will be payable semi-
annually in arrears, on March 15 and September 15
of each year, beginning March 15, 1999.
REDEMPTION: The Notes may not be redeemed by ERP prior to
their stated maturity date of September 15, 2000.
OTHER: The Notes are not repayable at the option of any
holder prior to their stated maturity date of
September 15, 2000.
All the provisions contained in the document attached as ANNEX A hereto
entitled "ERP Operating Limited Partnership--Debt Securities--Purchase
Agreement" (the "Purchase Agreement"), dated September 23, 1998 are hereby
incorporated by reference in their entirety herein and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Defined terms used herein have the same meaning as
defined in the Purchase Agreement and the prospectus supplement, dated September
23, 1998 (the "Prospectus Supplement"), to the prospectus dated April 6, 1998
(together with the Prospectus Supplement, the "Prospectus").
- 2 -
Please accept this offer by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us no later than 6:00 p.m. (New
York City time) on September 23, 1998 by signing a copy of this Terms Agreement
in the space set forth below and returning the signed copy to us.
Very truly yours
X.X. XXXXXX SECURITIES INC.
By: ____________________________
Name:
Title:
Accepted:
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
not individually but as General Partner
By: __________________________________
Name:
Title:
