EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership) $400,000,000 7 3/8 % Notes due 2003 $600,000,000 7 3/4 % Notes due 2007 UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2000 • Eop Operating LTD Partnership • Real estate investment trusts • New York
EOP Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirms its agreement with the Underwriters listed on Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom Morgan Stanley & Co. Incorporated is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the securities opposite the names of the Underwriters listed on Schedule A hereto (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of August 29, 2000 (the “Indenture”), between the Operating Partnership and U.S. Bank Trust National Association, as trustee (the “Trustee”). The Securities will be issued in book-entry form only to Cede & Co. as nominee of The Depository Trust Company (“DTC
