EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
Common Shares of Beneficial Interest (Par Value $.01 Per Share)
TERMS AGREEMENT
Dated: February 12, 1998
To: Equity Residential Properties Trust
ERP Operating Limited Partnership
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We understand that Equity Residential Properties Trust ("EQR" or the
"Company") proposes to issue and sell Common Shares of Beneficial Interest (the
"Common Shares" or "Underwritten Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, Prudential Securities
Incorporated (the "Underwriter") offers to purchase the number of Underwritten
Securities (as defined in the Standard Underwriting Provisions referred to
below) set forth below at the purchase price per Common Share set forth below.
The Underwriter intends to deposit the Underwritten Securities with the trustee
of National Equity Trust Equity Portfolio Series 2 (REIT Portfolio) (the
"Trust"), a registered unit investment trust under the Investment Company Act
of 1940, as amended, to which the Underwriter acts as sponsor and depositor, in
exchange for units of the Trust.
The Underwritten Securities shall have the following terms:
Common Shares
TITLE OF SECURITIES: Common Shares
NUMBER OF UNDERWRITTEN SECURITIES: 396,580 Common Shares
PAR VALUE: $.01 per Common Share.
PURCHASE PRICE PER COMMON SHARE: $48.09
PUBLIC OFFERING PRICE PER COMMON SHARE: $50.625
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE PURCHASED BY THE UNDERWRITER:
None.
DELAYED DELIVERY CONTRACTS: not authorized
ADDITIONAL CO-MANAGERS, IF ANY: None.
OTHER TERMS: In addition to the events set forth in Section 9 of the Standard
Underwriting Provisions (as defined below), the Underwriter may terminate this
Terms Agreement by notice to EQR, at any time at or prior to the Closing Time
if there has occurred any material adverse change in the financial markets in
the United States or any outbreak of hostilities or other calamity or crisis or
escalation of any existing hostilities or any change or development involving a
prospective change in national political, financial or economic conditions, in
each case, the effect of which is such as to make it, in the Underwriter's
judgment, impracticable to market the units of the Trust or enforce contracts
for the sale of the units of the Trust.
REPRESENTATION OF THE UNDERWRITER: The Underwriter hereby represents and
warrants to the Company that it and its affiliates, collectively, beneficially
own less than 9.9% of the Company's outstanding Common Shares.
CLOSING DATE AND LOCATION: February 18, 1998 Xxxxxxxxx & Xxxxxxxxxxx, P.C.,
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.
All the provisions contained in the document attached as ANNEX A hereto
entitled "Equity Residential Properties Trust (a Maryland real estate
investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of
Beneficial Interest and Depositary Shares -- Standard Underwriting Provisions,"
dated May 16, 1997 (the "Standard Underwriting Provisions"), 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. Terms defined in such document are used herein as
therein defined.
-2-
Please accept this offer no later than 4:30 p.m. (New York City time) on
February 12, 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,
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Xxxx Xxxxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP Operating
Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE
TERMS AGREEMENT
Dated: February 12, 1998
To: Equity Residential Properties Trust
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We, Xxxxx Xxxxxx Inc. (the "Underwriter"), understand that Equity Residen
tial Properties Trust ("EQR") proposes to issue and sell 591,760 of its Common
Shares of Beneficial Interest, $.01 par value per share, being collectively
hereinafter referred to as the "Underwritten Securities." Subject to the terms
and conditions set forth or incorporated by reference herein, the Underwriter
offers to purchase the Underwritten Securities at the purchase price set forth
below. The Underwriter intends to deposit the Underwritten Securities with the
trustee of the Equity Focus Trusts Reit Portfolio Series 1998-A (the "Trust"),
a registered unit investment trust under the Investment Company Act of 1940, as
amended, to which the Underwriter acts as sponsor and depositor, in exchange
for units in the Trust.
The Underwritten Securities shall have the following terms:
TITLE OF SECURITIES: Common Shares of Beneficial Interest
NUMBER OF SHARES: 591,760
PAR VALUE: $.01 per share
PRICE TO PUBLIC: $50.625 per share
PURCHASE PRICE PER SHARE: $48.09375, which represents 95% of the Price to
Public.
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE
PURCHASED BY THE UNDERWRITER: Not authorized
DELAYED DELIVERY CONTRACTS: Not authorized
ADDITIONAL CO-MANAGERS, IF ANY: None
OTHER TERMS: Payment to be made to EQR by wire transfer of immediately
available funds to the designated account of EQR to be delivered
on the closing date set forth below.
CLOSING DATE AND LOCATION: February 18, 1998, at the offices of Xxxxxxxxx &
Xxxxxxxxxxx, P.C., Xxx Xxxxx Xxxxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
Except as provided herein, all the provisions contained in the document
attached as Annex A hereto entitled "Equity Residential Properties Trust (a
Maryland real estate investment trust) -- Common Shares of Beneficial Interest,
Preferred Shares of Beneficial Interest and Depositary Shares -- Standard
Underwriting Provisions" and dated May 16, 1997, are hereby incorporated by
reference in their entirety 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. Terms defined in such document are used herein as therein defined.
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Please accept this offer no later than 4:30 p.m. (New York City time) on
February 12, 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,
XXXXX XXXXXX INC.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST
for itself and as the general partner of
ERP Operating Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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