THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 1st, 2007 • Erp Operating LTD Partnership • Real estate investment trusts • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of June 4 2007 among ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership (the “Partnership”), having its principal offices at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, and THE BANK OF NEW YORK TRUST COMPANY, N.A. (as successor in trust to 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 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Global Corporate Trust
ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $350,000,000 5.50% Notes due October 1, 2012 $650,000,000 5.75% Notes due June 15, 2017 TERMS AGREEMENTTerms Agreement • June 1st, 2007 • 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 $350,000,000 aggregate principal amount of 5.50% Notes due October 1, 2012 (the “2012 Notes”) and $650,000,000 aggregate principal amount of 5.75% Notes due June 15, 2017 (the “2017 Notes and, together with the 2012 Notes, the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters named below (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.
