0000950133-01-501786 Sample Contracts

ARTICLE 1 TERMS
First Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
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ARTICLE 1
Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
1 Exhibit 99.8 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • Delaware
WITNESSETH:
Second Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
ARTICLE 1 TERMS
Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
WITNESSETH:
Third Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
WITNESSETH:
Fourth Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
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Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
ARTICLE 1 TERMS
Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
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Seventh Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
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Eighth Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
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Twelfth Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York
SPIEKER PROPERTIES, L.P. Medium-Term Note (Fixed Rate)
Security Agreement • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts
NOTE
Loan Agreement • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts

This note is one of the Notes referred to in, and is executed and delivered pursuant to and subject to all of the terms of, the Credit Agreement, dated as of June 11, 2001, among the Borrower; the Banks listed on the signature pages thereof; J.P. Morgan Securities Inc., as Joint Book Runner and Joint Arranger; Banc of America Securities, LLC, as Joint Book Runner and Joint Arranger; Salomon Smith Barney Inc., as Joint Book Runner, Joint Arranger and Documentation Agent; The Chase Manhattan Bank, as Syndication Agent; Bank of America, N.A., as Administrative Agent; Bankers Trust Company, as Co-Syndication Agent; and Dresdner Bank AG, New York and Grand Cayman Branches, as Co-Documentation Agent (as the same

CREDIT AGREEMENT for $1,000,000,000 Term Loan Facility dated as of June 11, 2001 among EOP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES, LLC, and SALOMON SMITH BARNEY INC., as Joint...
Credit Agreement • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York

THIS CREDIT AGREEMENT (this “Agreement”) dated as of June 11, 2001 among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”); the BANKS listed on the signature pages hereof; J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES, LLC AND SALOMON SMITH BARNEY INC., as Joint Bookrunners and Joint Arrangers; THE CHASE MANHATTAN BANK, as Syndication Agent; BANK OF AMERICA, N.A., as Administrative Agent; SALOMON SMITH BARNEY INC., as Documentation Agent; BANKERS TRUST COMPANY, as Co-Syndication Agent; and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Co-Documentation Agent.

GUARANTY OF PAYMENT
Guaranty of Payment • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York

GUARANTY OF PAYMENT, made as of June 11, 2001 (this “Guaranty”), between EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust, having an address at Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606 (“Guarantor”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the banks (the “Banks”) listed on the signature pages of the Credit Agreement, dated as of the date hereof (as the same may be amended, modified, supplemented or restated, the “Credit Agreement”), among EOP Operating Limited Partnership (“Borrower”); the Banks; J.P. Morgan Securities Inc., as Joint Book Runner and Joint Arranger; Banc of America Securities, LLC, as Joint Book Runner and Joint Arranger; Salomon Smith Barney Inc., as Joint Book Runner, Joint Arranger and Documentation Agent (the “Documentation Agent”); The Chase Manhattan Bank, as Syndication Agent (the “Syndication Agent”); Administrative Agent; Bankers Trust Company, as Co-Syndication Agent; and

NOTE
Loan Agreement • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts

This note is one of the Notes referred to in, and is executed and delivered pursuant to and subject to all of the terms of, the Credit Agreement, dated as of June 11, 2001, among the Borrower; the Banks listed on the signature pages thereof; J.P. Morgan Securities Inc., as Joint Book Runner and Joint Arranger; Banc of America Securities, LLC, as Joint Book Runner and Joint Arranger; Salomon Smith Barney Inc., as Joint Book Runner, Joint Arranger and Documentation Agent; The Chase Manhattan Bank, as Syndication Agent; Bank of America, N.A., as Administrative Agent; Bankers Trust Company, as Co-Syndication Agent; and Dresdner Bank AG, New York and Grand Cayman Branches, as Co-Documentation Agent (as the same

SEVENTEENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 5th, 2001 • Equity Office Properties Trust • Real estate investment trusts • New York

THIS SEVENTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of July 2, 2001, among EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Issuer”), EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Guarantor” or the “General Partner”), State Street Bank and Trust Company (“State Street”) and U.S. Bank Trust National Association (formerly known as First Trust of California, National Association) (“U.S. Bank” and, together with State Street, the “Trustees”).

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