Exhibit 4.1

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

 

REGISTERED		REGISTERED
NO. 001		PRINCIPAL AMOUNT
CUSIP No.		$500,000,000

 

 

ERP OPERATING LIMITED PARTNERSHIP

 

5.25% Notes due September 15, 2014

 

ERP Operating Limited Partnership, an Illinois limited partnership (the “Issuer,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of Five Hundred Million Dollars on September 15, 2014 (the “Maturity Date”), and to pay interest thereon from September 14, 2004 (or from the most recent Interest Payment Date to which interest has been paid or duly provided for), semi-annually in arrears on March 15 and September 15 of each year (each, an “Interest Payment Date”), commencing on March 15, 2005, and on the Maturity Date, at the rate of 5.25% per annum, until payment of said principal sum has been made or duly provided for.

 

The interest so payable and punctually paid or duly provided for on any Interest Payment Date and on the Maturity Date will be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the “Record Date” for such payment, which will be the March 1 or September 1 next preceding such payment date or the Maturity Date, as the case may be.  Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date, and shall be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a subsequent record date for the payment of such defaulted interest (which shall be not less than five Business Days (as defined below) prior to the date of the payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of the Notes not less than 15 days preceding such subsequent record date.  Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Issuer maintained for that purpose in The Borough of Manhattan, The City of New York.  The Issuer hereby initially designates the Corporate Trust Office of the Trustee in The City of New York as the office to be maintained by it where Notes may be presented for payment, registration of transfer, or exchange and where notices or demands to or upon the Issuer in respect of the Notes or the Indenture referred to on the reverse hereof may be served.

 

Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including September 14, 2004, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be.  If any Interest Payment Date other than the Maturity Date

 

 

would otherwise be a day that is not a Business Day (as defined below), such Interest Payment Date will be postponed to the succeeding Business Day.  If the Maturity Date falls on a day that is not a Business Day, principal and interest payable on the Maturity Date will be paid on the succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after the Maturity Date.  “Business Day” means any day, other than a Saturday or a Sunday on which banking institutions in The City of New York are not required or authorized by law or executive order to close.

 

Payments of principal and interest in respect of this Note will be made by wire transfer of immediately available funds in such coin or currency as at the time of payment is legal tender for the payment of public and private debts.

 

Reference is made to the further provisions of this Note set forth on the reverse hereof.  Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

 

This Note shall not be entitled to the benefits of the Indenture referred to on the reverse hereof or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under such Indenture.

 

 

*    *    *    *    *

 

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by facsimile by its duly authorized officers.

 

Dated: September 14, 2004		ERP OPERATING LIMITED PARTNERSHIP, as Issuer
	By:	EQUITY RESIDENTIAL,
		not individually but as General Partner
		By:
				Donna Brandin
		Its:		Executive Vice President
				and Chief Financial Officer
		By:
				Bruce C. Strohm
		Its:		Executive Vice President, General
				Counsel and Secretary

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

 

		J.P. MORGAN TRUST COMPANY,
		NATIONAL ASSOCIATION, SUCCESSOR IN
		INTEREST TO BANK ONE, N.A., as Trustee
		By:
				Authorized Officer

 

 

[REVERSE OF NOTE]

 

ERP OPERATING LIMITED PARTNERSHIP

 

5.25% Notes due September 15, 2014

 

This security is one of a duly authorized issue of debentures, notes, bonds, or other evidences of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to (i) an Indenture dated as of October 1, 1994 as supplemented from time to time (herein called the “Indenture”), duly executed and delivered by the Issuer to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), and (ii) an Officers’ Certificate dated the date hereof (the “Officers’ Certificate”), duly executed by authorized officers of the Issuer, pursuant to Section 301 of the Indenture to which Officers’ Certificate and Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.  The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), and may otherwise vary as provided in the Indenture.  This Security is one of a series designated as the 5.25% Notes due September 15, 2014 of the Issuer, limited in aggregate principal amount to $500,000,000.

 

In case an Event of Default with respect to the 5.25% Notes due September 15, 2014 shall have occurred and be continuing, the principal hereof and Make-Whole Amount (if any) may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect, and subject to the conditions provided in the Indenture.

 

The Issuer may redeem the Securities, at any time in whole or from time to time in part, at the election of the Issuer, at a redemption price equal to the sum of (i) the principal amount of the Securities being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such Securities (the “Redemption Price”).  For purposes of the Notes, the Reinvestment Rate will be determined using .20% as specified in the Officers’ Certificate in lieu of the percentage contained in the Indenture.  Notice of any optional redemption of any Securities will be given to Holders at their addresses, as shown in the Security Register, not more than 60 nor less than 30 days prior to the date fixed for redemption.  The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Securities held by such Holder to be redeemed.

 

The Indenture contains provisions for defeasance of (i) the entire indebtedness of the 5.25% Notes due September 15, 2014 or (ii) certain covenants and events of default with respect to the Notes, in each case upon compliance with certain conditions set forth in the Indenture, which provisions apply to these Notes.

 

The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority of the aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting as one class), evidenced as provided in the Indenture, to execute supplemental Indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental Indenture or modifying in any manner the rights of the Holders of the Securities of each series; provided, however, that no such supplemental Indenture shall, without the consent of the Holder of each Security so affected, (i) change the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of any interest thereon, or impair or affect the rights of any Holder to institute suit for the payment on any Security, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental Indenture, or (iii) reduce the percentage of Securities, the Holders of which are required to consent to any waiver of compliance with certain provisions of the Indenture or any waiver of certain defaults thereunder.  It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, the Holders of a majority in aggregate principal amount outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all series of Securities) may on behalf of the Holders of all the Securities of such series (or all of the Securities, as the case may be) waive any such past default or Event of Default and its consequences, prior to any declaration accelerating the maturity of such Securities; or, subject to certain conditions, may rescind a

 

4

 

declaration of acceleration and its consequences with respect to such Securities.  Any such consent or waiver by the Holder of this security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this security and any securities that may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this security or such other securities.

 

No reference herein to the Indenture and no provision of this security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any Make-Whole Amount and interest on this security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

 

This security is issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.  Securities may be exchanged for a like aggregate principal amount of securities of this series of other authorized denominations at the office or agency of the Issuer in The Borough of Manhattan, The City of New York, in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge except for any tax or other governmental charge imposed in connection therewith.

 

Upon due presentment for registration of transfer of Securities at the office or agency of the Issuer in The Borough of Manhattan, The City of New York, a new Security or Securities of the same series of authorized denominations in an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

 

The Issuer, the Trustee, and any authorized agent of the Issuer or the Trustee may deem and treat the Person in whose name this Security is registered as the absolute owner of this Security (whether or not this security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and Make-Whole Amount, if any, and subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

 

The Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may otherwise be required by mandatory provisions of law.

 

Terms used herein that are defined in the Indenture or in the Officers’ Certificate shall have the respective meanings assigned thereto in the Indenture or the Officers’ Certificate, as the case may be.

 

5

Exhibit 4.2

 

FIRST SUPPLEMENTAL INDENTURE

 

THIS FIRST SUPPLEMENTAL INDENTURE , dated as of September 9, 2004 (this “Supplemental Indenture”), by and between ERP OPERATING LIMITED PARTNERSHIP , a limited partnership organized under the laws of the State of Illinois having its principal office at Two North Riverside Plaza, Suite 400, Chicago, Illinois, 60606 (hereinafter sometimes called the “Partnership”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to Bank One Trust Company, N.A., as successor to The First National Bank of Chicago), having a corporate trust office at 227 West Monroe Street, 26th Floor, Chicago, Illinois, 60606 (the “Trustee”).

 

RECITALS OF THE PARTNERSHIP

 

The Partnership and the Trustee have heretofore entered into an Indenture dated as of October 1, 1994 (the “Base Indenture”) between the Partnership and the Trustee, providing for the issuance by the Partnership from time to time of its debt securities evidencing its unsecured and unsubordinated indebtedness (the “Securities”).

 

Section 901 of the Base Indenture provides for the Partnership and the Trustee to enter into supplemental indentures to the Base Indenture from time to time in accordance with the terms thereof.

 

A duly authorized committee of the Board of Trustees of Equity Residential, the sole general partner of the Partnership, has duly adopted resolutions authorizing the Partnership to execute and deliver this Supplemental Indenture.

 

All things necessary to make the Indenture, as hereby modified, a valid agreement of the Partnership, in accordance with its terms, have been done.

 

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

 

For and in consideration of the premises and of the covenants contained herein and in the Indenture, and the purchase of Securities provided for herein by the Holders thereof, the Partnership and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of Securities, as follows:

 

ARTICLE ONE
RELATION TO BASE INDENTURE; DEFINITIONS

 

Section 1.1.           Relation to Base Indenture.   This Supplemental Indenture constitutes an integral part of the Base Indenture.

 

Section 1.2.           Definitions.   For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

 

(1)                                   Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Base Indenture;

 

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(2)           The definition of the term “Total Assets” provided for herein applies solely to this Supplemental Indenture and the covenants set forth in Article 2 hereof; and

 

(3)           All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture.

 

“Acquired Debt” means Debt of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition.  Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

 

“Capitalization Rate” means:  7.5%.

 

“Capitalized Property Value” means, as of any date, the aggregate sum of all Property EBITDA for each such property for the prior four quarters and capitalized at the applicable Capitalization Rate, provided, however, that if the value of a particular property calculated pursuant to this clause is less than the undepreciated book value of such property determined in accordance with GAAP, such undepreciated book value shall be used in lieu thereof with respect to such property.  “Property EBITDA” is defined as, for any period of time, without duplication net earnings (loss), excluding net derivative gains (losses) and gains (losses) on dispositions of real estate, before deductions for the Partnership and its Subsidiaries (including amounts reported in discontinued operations) for (i) interest expense (including prepayment penalties); (ii) provision for taxes based on income; (iii) depreciation, amortization and all other non-cash items, as determined in good faith by the Partnership, deducted in arriving at net income (loss); (iv) extraordinary items; (v) non-recurring items, as determined in good faith by the Partnership; and (vi) minority interest.  In each case for such period, amounts will be as reasonably determined by the Partnership in accordance with GAAP, except to the extent GAAP is not applicable with respect to the determination of non-cash and non-recurring items.  For purposes of this definition, Property EBITDA will not include corporate level general and administrative expenses and other corporate expenses such as land holding costs, employee and trustee stock and stock option expense and pursuit cost write-offs as determined in good faith by the Partnership.

 

“Consolidated EBITDA” means, for any period of time, without duplication, net earnings (loss), including the net incremental gains (losses) on sales of condominium units, vacant land and other non-depreciated real property and excluding net derivative gains (losses) and gains (losses) on dispositions of REIT depreciable real estate investments as reflected in the reports filed by the Partnership under the Exchange Act, before deductions for the Partnership and its Subsidiaries (including amounts reported in discontinued operations) for (i) interest expense (including prepayment penalties); (ii) provision for taxes based on income; (iii) depreciation, amortization and all other non-cash items, as determined in good faith by the Partnership, deducted in arriving at net income (loss); (iv) extraordinary items; (v) non-recurring items, as determined in good faith by the Partnership; and (vi) minority interest.  In each case for such period, amounts will be as reasonably determined by the Partnership in accordance with GAAP, except to the extent GAAP is not

 

 

applicable with respect to the determination of non-cash and non-recurring items.  Consolidated EBITDA will be adjusted, without duplication, to give pro forma effect:  (x) in the case of any assets having been placed-in-service or removed from service since the beginning of the period and on or prior to the date of determination, to include or exclude, as the case may be, any Consolidated EBITDA earned or eliminated as a result of the placement of such assets in service or removal of such assets from service as if the placement of such assets in service or removal of such assets from service occurred at the beginning of the period; and (y) in the case of any acquisition or disposition of any asset or group of assets since the beginning of the period and on or prior to the date of determination, including, without limitation, by merger, or share or asset purchase or sale, to include or exclude, as the case may be, any Consolidated EBITDA earned or eliminated as a result of the acquisition or disposition of those assets as if the acquisition or disposition occurred at the beginning of the period.

 

“Stabilized Property” means (i) with respect to an acquisition of an income producing property, a property becomes stabilized when the Partnership or its Subsidiaries have owned the property for at least four (4) full quarters and (ii) with respect to new construction or redevelopment property, a property becomes stabilized four (4) full quarters after the earlier of (a) eighteen (18) months after substantial completion of construction or redevelopment, and (b) the quarter in which the physical occupancy level of the property is at least ninety-three percent (93%).

 

“Total Assets” means the sum of:  (1) for Stabilized Properties, Capitalized Property Value; and (2) for all other assets of the Partnership and its Subsidiaries, undepreciated book value as determined in accordance with GAAP (but excluding accounts receivable and intangibles).

 

“Total Unencumbered Assets” means the sum of:  (1) the Capitalized Property Values of Stabilized Properties not subject to an encumbrance and (2) for all other assets of the Partnership and its Subsidiaries not subject to an encumbrance, undepreciated book value of such assets as determined in accordance with GAAP (but excluding accounts receivable and intangibles).

 

“Unsecured Debt” means all Debt of the Partnership and its Subsidiaries except Secured Debt.

 

ARTICLE TWO
LIMITATIONS ON INCURRENCE OF DEBT

 

In addition to the covenants set forth in Article Ten of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of any Securities issued subsequent to the date hereof (“Future Securities”) and to which such Future Securities shall be subject; provided, however, that the covenants set forth in Section 1004 of the Base Indenture shall apply to the Future Securities only for so long as any Securities issued pursuant to the Base Indenture prior to the date hereof remain outstanding:

 

 

Section 2.1.           The Partnership will not, and will not permit any Subsidiary to, incur any Debt, other than intercompany Debt (representing Debt to which the only parties are the Company, the Partnership and/or any of its Subsidiaries (but only so long as such Debt is held solely by any of the Company, the Partnership and any Subsidiary)) that is subordinate in right of payment to the Securities, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, Debt would exceed 60% of Total Assets at the reporting date.

 

Section 2.2.           In addition to the limitations set forth in Section 2.1 of this Supplemental Indenture, the Partnership will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated EBITDA to the Maximum Annual Service Charge for the four consecutive fiscal quarters most recently ended prior the date on which such additional Debt is to be incurred shall have been less than 1.5, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the Partnership and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period; (ii) the repayment or retirement of any other Debt by the Partnership and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); (iii) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; (iv) any income earned as a result of any increase in Total Assets since the end of such four-quarter period had been earned, on an annualized basis, for such period; and (v) in the case of any acquisition or disposition by the Partnership or its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.

 

Section 2.3.           In addition to the limitations set forth in Sections 2.1 and 2.2 of this Supplemental Indenture, the Partnership will not, and will not permit any Subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Partnership or any Subsidiary, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Partnership and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Partnership or any Subsidiary is greater than 40% of the Partnership’s Total Assets.

 

Section 2.4.           In addition to the limitations set forth in Sections 2.1, 2.2 and 2.3 of this Supplemental Indenture, the Partnership shall maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Partnership’s Unsecured Debt.

 

 

Section 2.5.           For purposes of this Article Two, Debt shall be deemed to be “incurred” by the Partnership or a Subsidiary whenever the Partnership or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

 

ARTICLE THREE
MISCELLANEOUS PROVISIONS

 

Section 3.1.           All capitalized terms which are used herein and not otherwise defined herein are defined in the Indenture and are used herein with the same meanings as in the Indenture.

 

Section 3.2.           This Supplemental Indenture shall be effective as of the opening of business on the date first above written upon the execution and delivery hereof by each of the parties hereto.

 

Section 3.3.           Except as expressly modified or amended hereby, the Base Indenture continues in full force and effect and is in all respects confirmed, ratified and preserved.

 

Section 3.4.           Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed.  This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

 

Section 3.5.           This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 

Section 3.6.           This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

Section 3.7.           The Trustee shall have not any responsibility for the Recitals of the Partnership hereto, which Recitals are made by the Partnership alone, or for the validity or sufficiency of this Supplemental Indenture.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the day and year first above written.

 

				ERP OPERATING LIMITED PARTNERSHIP
				By: Equity Residential
				Its: Sole general partner
				By:	/s/ Donna Brandin
					Name:	Donna Brandin
					Title:	Chief Financial Officer
Attest:
By:	/s/ Bruce C. Strohm
	Name:	Bruce C. Strohm
	Title:	Executive Vice President and General Counsel
				J.P. MORGAN TRUST COMPANY , NATIONAL ASSOCIATION , as Trustee as aforesaid
				By:	/s/ Janice Ott Rotunno
					Name:		Janice Ott Rotunno
					Title:		Vice President
Attest:
By:	/s/ George N. Reaves
	Name:	George N. Reaves
	Title:	Vice President