BOSTON PROPERTIES LIMITED PARTNERSHIP UNDERWRITING AGREEMENTBoston Properties Inc • April 6th, 2006 • Real estate investment trusts • New York
Boston Properties Limited Partnership, a Delaware limited partnership (the “Company”), proposes to issue and sell to you, as Underwriter (the “Underwriter”), $400,000,000 principal amount of its 3.75% Exchangeable Senior Notes due 2036 (the “Firm Securities”) and has granted you an option to purchase up to an additional $60,000,000 principal amount of its 3.75% Exchangeable Senior Notes due 2036, solely to cover over-allotments (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be issued pursuant to the Indenture dated as of December 13, 2002 between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture relating to the Securities to be dated as of March 31, 2006 between the Company and the Trustee (collectively, the “Indenture”). The Securities will be issued in book-entry form and will be iss
3,250,000 Shares BOSTON PROPERTIES, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2006 • Boston Properties Inc • Real estate investment trusts • New York
Certain stockholders of Boston Properties, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”), severally propose to sell to you (the “Underwriter”), an aggregate of 3,250,000 shares of common stock, par value $.01 per share, of the Company (the “Firm Shares”), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
