0001193125-15-185895 Sample Contracts

ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $450,000,000 3.375% Notes due 2025 $300,000,000 4.500% Notes due 2045 TERMS AGREEMENT
Terms Agreement • May 13th, 2015 • 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 $450,000,000 aggregate principal amount of 3.375% Notes due 2025 (the “2025 Notes”) and $300,000,000 aggregate principal amount of 4.500% Notes due 2045 (the “2045 Notes” and collectively, 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.

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