EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE
TERMS AGREEMENT
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Dated: September 11, 1997
To: Equity Residential Properties Trust
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Ladies and Gentlemen:
We, Xxxxx Xxxxxx Inc. (the "Underwriter"), understand that Equity
Residential Properties Trust ("EQR") proposes to issue and sell 498,000 of its
Common Shares of Beneficial Interest, $.01 par value per share, being
collectively hereinafter referred to as the "Underwritten Securities." Subject
to the terms and conditions set forth or incorporated by reference herein, the
Underwriter offers to purchase the Underwritten Securities at the purchase price
set forth below.
The Underwritten Securities shall have the following terms:
Title of Securities: Common Shares of Beneficial Interest
Number of Shares: 498,000
Par Value: $.01 per share
Price to Public: $51.125 per share
Purchase price per share: $48.56875, which represents 95% of the Price to
Public.
Number of Option Securities, if any, that may be purchased by the Underwriter:
Not authorized
Delayed Delivery Contracts: Not authorized
Additional co-managers, if any: None
Other terms: Payment to be made to EQR by wire transfer of immediately
available funds to the designated account of EQR to be delivered
on the closing date set forth below.
Closing date and location: September 16, 1997, Xxxxxxxxx & Xxxxxxxxxxx, P.C.,
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000
Except as provided herein, all the provisions contained in the document
attached as Annex A hereto entitled "Equity Residential Properties Trust (a
Maryland real estate investment trust) -- Common Shares of Beneficial Interest,
Preferred Shares of Beneficial Interest and Depositary Shares --Standard
Underwriting Provisions" and dated December 2, 1996, are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
Terms Agreement to the same extent as if such provisions had been set forth in
full herein. Terms defined in such document are used herein as therein defined.
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Please accept this offer no later than 5:00 (five o'clock) P.M. (New York City
time) on September 11, 1997 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
XXXXX XXXXXX INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
Acting on behalf of itself
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP
Operating Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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