EXCHANGE AGENT AGREEMENTExchange Agent Agreement • February 8th, 2013 • Essex Portfolio Lp • Real estate investment trusts • New York
Contract Type FiledFebruary 8th, 2013 Company Industry JurisdictionEssex Portfolio, L.P., a California limited partnership (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $300.0 million aggregate principal amount of registered 3.625% Senior Notes due 2022 (the “Exchange Notes”) for an equal aggregate principal amount of its outstanding unregistered 3.625% Senior Notes due 2020 (the “Existing Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form S-4 (File No. ___ ) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on __________, 20___, as it may be amended from time to time. The Existing Notes and the Exchange Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectu