REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EQUITY RESIDENTIAL AND ERP OPERATING LIMITED PARTNERSHIP AUGUST 23, 2006Registration Rights Agreement • August 23rd, 2006 • Erp Operating LTD Partnership • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of August 23, 2006 by and between Equity Residential, a Maryland real estate investment trust (the “Trust”), and ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), for itself and for the benefit of the Holders (as hereinafter defined).
SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2006Second Supplemental Indenture • August 23rd, 2006 • Erp Operating LTD Partnership • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of August 23, 2006 among ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership (the “Partnership” or “Issuer”), having its principal offices at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (as successor in trust to Bank One Trust Company, NA, as successor to The First National Bank of Chicago), a bank duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having a Corporate Trust Office at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606, Attention: Worldwide Securities Services.
ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $600,000,000 3.85% Notes due August 15, 2026 TERMS AGREEMENTTerms Agreement • August 23rd, 2006 • Erp Operating LTD Partnership • Real estate investment trusts
We (the “Representatives”) understand that ERP Operating Limited Partnership, an Illinois limited partnership (“ERP”), proposes to issue and sell $600,000,000 aggregate principal amount of 3.85% Notes due August 15, 2026 (the “Initial Underwritten Securities”) and to grant the Underwriters named below (the “Underwriters”) an option to purchase up to an additional $50,000,000 3.85% Notes due August 15, 2026 to cover over-allotments (the “Option Securities,” and collectively with the Initial Underwritten Securities, the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters severally, and not jointly, agree to purchase the respective amounts of the Underwritten Securities set forth below opposite their respective names, at the purchase price set forth below.
ContractErp Operating LTD Partnership • August 23rd, 2006 • Real estate investment trusts • New York
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
COMMON SHARE DELIVERY AGREEMENTCommon Share Delivery Agreement • August 23rd, 2006 • Erp Operating LTD Partnership • Real estate investment trusts • New York
This Common Share Delivery Agreement (the “Agreement”) is being made as of the 23rd day of August, 2006 by and between ERP Operating Limited Partnership, an Illinois limited partnership (the “Operating Partnership”), and Equity Residential, a Maryland corporation (the “Company”).
