Erp Operating LTD Partnership Sample Contracts

TERMS AGREEMENT
Terms Agreement • March 2nd, 2001 • Erp Operating LTD Partnership • Real estate investment trusts

To: ERP Operating Limited Partnership c/o Equity Residential Properties Trust Two North Riverside Plaza Chicago, Illinois 60606 Attention: David J. Neithercut

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Erp Operating LTD Partnership • November 13th, 1997 • Real estate investment trusts • New York
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Contribution Agreement • August 29th, 1997 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois
ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) $45,000,000 6.15% Notes due September 15, 2000 TERMS AGREEMENT Dated: September 25, 1998 To: ERP Operating Limited Partnership c/o Equity Residential Properties Trust Two North...
Erp Operating LTD Partnership • September 28th, 1998 • Real estate investment trusts

To: ERP Operating Limited Partnership c/o Equity Residential Properties Trust Two North Riverside Plaza Chicago, Illinois 60606

1 EXHIBIT 4.2 FIFTH AMENDED AND RESTATED ERP OPERATING LIMITED PARTNERSHIP AGREEMENT OF LIMITED PARTNERSHIP
Erp Operating LTD Partnership • August 18th, 1998 • Real estate investment trusts • Illinois
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Deferred Compensation Agreement • November 20th, 1997 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois
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Terms Agreement • October 9th, 1997 • Erp Operating LTD Partnership • Real estate investment trusts
Commercial Paper Dealer Agreement Between: ERP Operating Limited Partnership, as Issuer and [Dealer], as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of [Date] between the Issuer and [Dealer], as...
Commercial Paper Dealer Agreement • February 2nd, 2015 • Erp Operating LTD Partnership • Real estate investment trusts • New York

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer through the Dealer of the Issuer’s short-term promissory notes in (i) substantially the form scheduled to the Issuing and Paying Agent Agreement or (ii) such other form as may be agreed from time to time among the Issuer, the Dealer and the Issuing and Paying Agent contemplating a transaction substantially similar to that described in the form scheduled to the Issuing and Paying Agent Agreement (the “Notes”).

RECITALS:
Erp Operating LTD Partnership • March 30th, 1998 • Real estate investment trusts • Delaware
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Revolving Credit Agreement • March 24th, 1997 • Erp Operating LTD Partnership • Real estate investment trusts • New York
1,275,000,000 ERP OPERATING LIMITED PARTNERSHIP (an Illinois limited partnership) Debt Securities PURCHASE AGREEMENT
Erp Operating LTD Partnership • September 28th, 1998 • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENT
Sales Agency Financing Agreement • July 31st, 2013 • Erp Operating LTD Partnership • Real estate investment trusts • New York

company, and BEL Residential Properties Trust, a Maryland real estate investment trust (each such entity, along with BEL Multifamily Property Trust, a Maryland real estate investment trust, BEL Communities Property Trust, a Maryland real estate investment trust, and BEL Apartment Properties Trust, a Maryland real estate investment trust, hereinafter referred to as a “Subsidiary REIT”)], contained in EQR’s certificate to us, dated as of the date hereof (the “Officer’s Certificate”), executed by a duly appointed officer of EQR setting forth certain representations and covenants relating to the organization and operation of EQR, the Operating Partnership, the Subsidiary REITs and their respective subsidiaries.

REVOLVING CREDIT AGREEMENT dated as of February 28, 2007 among ERP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANC OF AMERICA SECURITIES LLC,...
Revolving Credit Agreement • March 5th, 2007 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

THIS REVOLVING CREDIT AGREEMENT, dated as of February 28, 2007, is among ERP OPERATING LIMITED PARTNERSHIP (the “Borrower”), the BANKS party hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, SUNTRUST BANK, as Documentation Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent, WELLS FARGO BANK, N.A., as Documentation Agent, LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent, THE ROYAL BANK OF SCOTLAND plc, as Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.

GUARANTY OF PAYMENT (EQR GUARANTY)
Guaranty of Payment • November 3rd, 2016 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

GUARANTY OF PAYMENT (this “Guaranty”), made as of November 3, 2016, between EQUITY RESIDENTIAL, a Maryland real estate investment trust, having an address at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (“Guarantor”), and BANK OF AMERICA, N.A., having an office at 135 S. LaSalle Street, Chicago, Illinois 60603, as administrative agent (“Administrative Agent”) for the banks (the “Banks”) party to the Revolving Credit Agreement (as the same may be amended, modified, supplemented or restated, the “Agreement”), dated as of the date hereof, among ERP OPERATING LIMITED PARTNERSHIP (“Borrower”), the Banks, Administrative Agent, Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, and the other Agents named therein.

EXHIBIT 6.2(c) Omnibus Contribution Agreement
Erp Operating LTD Partnership • July 10th, 1998 • Real estate investment trusts • Illinois
AMENDED AND RESTATED MASTER REIMBURSEMENT AGREEMENT Dated as of November 1, 1996 by and between FEDERAL NATIONAL MORTGAGE ASSOCIATION
Master Reimbursement Agreement • March 24th, 1997 • Erp Operating LTD Partnership • Real estate investment trusts • District of Columbia
GUARANTY OF PAYMENT (EQR GUARANTY)
Erp Operating LTD Partnership • January 9th, 2012 • Real estate investment trusts • Illinois

GUARANTY OF PAYMENT (this “Guaranty”), made as of January 6, 2012, between EQUITY RESIDENTIAL, a Maryland real estate investment trust, having an address at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (“Guarantor”), and BANK OF AMERICA, N.A., having an office at 231 South LaSalle Street, Chicago, Illinois 60697, as administrative agent (“Administrative Agent”) for the banks (the “Banks”) party to the Term Loan Agreement (as the same may be amended, modified, supplemented or restated, the “Agreement”), dated as of the date hereof, among EQR-ENTERPRISE HOLDINGS, LLC (“Borrower”), ERP OPERATING LIMITED PARTNERSHIP (“ERP”), the Banks, Administrative Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Syndication Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Runners, WELLS FARGO BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents and SUNTR

AGE 62 RETIREMENT AGREEMENT
Age 62 Retirement Agreement • May 7th, 2020 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

This Age 62 Retirement Agreement (this “Agreement”) is entered into by and between Equity Residential (“Equity” or the “Company”) and Alan W. George (“Executive”) as of February 27, 2020.

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EQUITY RESIDENTIAL REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 28th, 2013 • Erp Operating LTD Partnership • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 27, 2013 (this “Agreement”), is by and between Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”), Archstone Enterprise LP, a Delaware limited partnership (“Enterprise”) and Equity Residential, a Maryland real estate investment trust (the “Company”). LBHI and the Company are sometimes referred to herein as the “Parties” and each, a “Party.”

AMENDED AND RESTATED SALES AGENCY FINANCING AGREEMENT
Sales Agency Financing Agreement • February 3rd, 2011 • Erp Operating LTD Partnership • Real estate investment trusts • New York

Partners, Inc., a Delaware corporation, EQR-District Holding, LLC, a Delaware limited liability company, and BEL Residential Properties Trust, a Maryland real estate investment trust (each such entity, along with BEL Multifamily Property Trust, a Maryland real estate investment trust, BEL Communities Property Trust, a Maryland real estate investment trust, and BEL Apartment Properties Trust, a Maryland real estate investment trust, hereinafter referred to as a “Subsidiary REIT”), contained in EQR’s certificate to us, dated as of the date hereof (the “Officer’s Certificate”), executed by a duly appointed officer of EQR setting forth certain representations and covenants relating to the organization and operation of EQR, the Operating Partnership, the Subsidiary REITs and their respective subsidiaries.

DISTRIBUTION AGREEMENT
Distribution Agreement • May 18th, 2022 • Erp Operating LTD Partnership • Real estate investment trusts • New York
ASSET PURCHASE AGREEMENT by and among ERP OPERATING LIMITED PARTNERSHIP, EQUITY RESIDENTIAL, AVALONBAY COMMUNITIES, INC., LEHMAN BROTHERS HOLDINGS INC., and ARCHSTONE ENTERPRISE LP November 26, 2012
Asset Purchase Agreement • November 26th, 2012 • Erp Operating LTD Partnership • Real estate investment trusts • New York

This Asset Purchase Agreement (this “Agreement”) is made effective as of November 26, 2012, by and among ERP Operating Limited Partnership, an Illinois limited partnership (“ERPOP”), Equity Residential, a Maryland real estate investment trust (“EQR”, and together with “ERPOP”, the “Equity Residential Parties”), AvalonBay Communities, Inc., a Maryland corporation (“AVB”), Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”), and Archstone Enterprise LP, a Delaware limited partnership (“Seller”). ERPOP, EQR, AVB, LBHI and Seller are sometimes referred to herein as the “Parties” and each, a “Party.”

LIMITED LIABILITY COMPANY AGREEMENT ARCHSTONE RESIDUAL JV, LLC by and between AVB DEVELOPMENT TRANSACTIONS, INC. and EQR-RESIDUAL JV MEMBER, LLC FEBRUARY 27, 2013
Limited Liability Company Agreement • February 28th, 2013 • Erp Operating LTD Partnership • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) is made and entered into as of February 27, 2013 (the “Effective Date”) between AVB Development Transactions, Inc., a Maryland corporation (“AVB Member”), and EQR-Residual JV Member, LLC, a Delaware limited liability company (“ERP Member”).

REVOLVING CREDIT AGREEMENT dated as of October 26, 2022 among ERP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, and BOFA SECURITIES,...
Revolving Credit Agreement • October 27th, 2022 • Erp Operating LTD Partnership • Real estate investment trusts • Illinois

THIS REVOLVING CREDIT AGREEMENT, dated as of October 26, 2022, is among ERP OPERATING LIMITED PARTNERSHIP, the financial institutions from time to time party hereto as BANKS, and BANK OF AMERICA, N.A., as Administrative Agent.

EQUITY RESIDENTIAL (a Maryland real estate investment trust) 15,068,000 Common Shares (Par Value $0.01 Per Share) TERMS AGREEMENT
Terms Agreement • May 24th, 2013 • Erp Operating LTD Partnership • Real estate investment trusts • New York

We (the “Underwriter”) understand that Jupiter Enterprise LP (the “Selling Shareholder”) proposes to sell 15,068,000 common shares, par value of $0.01 per share (the “Common Shares”) of Equity Residential, a Maryland real estate investment trust (“EQR”) (said shares to be sold by the Selling Shareholder being hereinafter called the “Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriter agrees to purchase the amount of the Securities set forth below, at the purchase price set forth below.

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EQUITY RESIDENTIAL AND ERP OPERATING LIMITED PARTNERSHIP AUGUST 23, 2006
Registration Rights Agreement • August 23rd, 2006 • Erp Operating LTD Partnership • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is entered into as of August 23, 2006 by and between Equity Residential, a Maryland real estate investment trust (the “Trust”), and ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), for itself and for the benefit of the Holders (as hereinafter defined).

SEVENTH AMENDED AND RESTATED ERP OPERATING LIMITED PARTNERSHIP AGREEMENT OF LIMITED PARTNERSHIP As of January 1, 2020
Erp Operating LTD Partnership • March 24th, 2021 • Real estate investment trusts • Illinois

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) has been executed and delivered as of the 18th day of March, 2021, and effective as of January 1, 2020, by Equity Residential (the “General Partner” or the “Company”), a Maryland real estate investment trust, and those additional persons and entities holding Partnership Interests (as hereinafter defined) in the Partnership from time to time as recorded in the books and records maintained by the General Partner.

INTEREST PURCHASE AGREEMENT by and among ERP OPERATING LIMITED PARTNERSHIP and THE SELLERS THAT ARE PARTIES HERETO May 24, 2012
Interest Purchase Agreement • May 25th, 2012 • Erp Operating LTD Partnership • Real estate investment trusts • Delaware

This Interest Purchase Agreement (this “Agreement”) is made effective as of May 24, 2012, by and among ERP Operating Limited Partnership, an Illinois limited partnership (“Buyer”), and each of BIH ASN LLC (“BIH”), Archstone Equity Holdings Inc. (“AEH” and, collectively with BIH, “Barclays”), Bank of America, N.A. (“BANA”) and Banc of America Strategic Ventures, Inc. (“BofA Strategic”, and, collectively with BANA, “Bank of America”). Barclays and Bank of America are sometimes referred to herein as “Sellers” and, each, a “Seller.” Buyer and Sellers are sometimes referred to herein as the “Parties” and each, a “Party.”

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.

EQUITY RESIDENTIAL SHAREHOLDERS AGREEMENT
Shareholders Agreement • February 28th, 2013 • Erp Operating LTD Partnership • Real estate investment trusts • Maryland

This Shareholders Agreement (this “Agreement”) is entered into as of February 27, 2013, by and among Equity Residential, a Maryland real estate investment trust (“EQR”), Archstone Enterprise LP, a Delaware limited partnership (“Archstone”) and Lehman Brothers Holdings Inc., a Delaware corporation (“LBHI”). EQR, Archstone and LBHI are sometimes referred to herein as the “Parties” and each, a “Party.”

FIRST AMENDMENT TO CREDIT AGREEMENT (LIBOR TRANSITION AMENDMENT)
Credit Agreement • October 29th, 2021 • Erp Operating LTD Partnership • Real estate investment trusts

THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of August 31, 2021 (the “Amendment Effective Date”), is entered into among ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership (the “Borrower”), LEXFORD PROPERTIES, L.P., an Ohio limited partnership (the “Guarantor”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”).

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