0000950133-04-001163 Sample Contracts

EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership)
Underwriting Agreement • March 26th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts • New York

The Debt Securities will be fully and unconditionally guaranteed as to payment of the principal thereof, and Make-Whole Amount (as defined in the Indenture (as defined below)), if any, and interest thereon (the “Guarantees” and, together with the Debt Securities, the “Securities”) by the Company. The Securities will be issued pursuant to an indenture, dated as of August 29, 2000, between the Operating Partnership and U.S. Bank National Association (formerly, U.S. Bank Trust National Association), as trustee (the “Trustee”), as supplemented by

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