0000950133-01-501477 Sample Contracts

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND CONSENT AGREEMENT
Revolving Credit Agreement and Consent Agreement • June 6th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND CONSENT AGREEMENT, dated as of May 18, 2001 (this “Amendment”), among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”) and the BANKS listed on the signature pages hereof (the “Banks”).

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MORRISON & FOERSTER LETTERHEAD] June 6, 2001
Equity Office Properties Trust • June 6th, 2001 • Real estate investment trusts

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 22, 2001, by and among Equity Office Properties Trust, a Maryland real estate investment trust (“Equity Office”), EOP Operating Limited Partnership, a Delaware limited partnership (“EOP Partnership”), Spieker Properties, Inc., a Maryland corporation (the “Company”) and Spieker Properties, L.P., a California limited partnership (the “Operating Partnership”), the Operating Partnership will merge with and into EOP Partnership and the Company will merge with and into Equity Office (collectively referred to herein as the “Merger”). The Merger is described in the Registration Statement on Form S-4 of Equity Office (the “REIT Registration Statement”) and the Consent Solicitation/Information Statement/Prospectus of Equity Office and EOP Partnership (the “Consent Solicitation” and, together with the REIT Registration Statement, the “Registration Statements”), filed on March 23, 2001 and April 6, 2001, res

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