ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $1,000,000,000 4.625% Notes due December 15, 2021 TERMS AGREEMENTTerms Agreement • December 9th, 2011 • 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 $1,000,000,000 aggregate principal amount of 4.625% Notes due December 15, 2021 (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.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 9th, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is entered into as of December 12, 2011 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 MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor 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.
