AMENDMENT TO FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP FOR
ERP OPERATING LIMITED PARTNERSHIP
THIS AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP FOR ERP OPERATING LIMITED PARTNERSHIP (this "Amendment"),
effective as of the Effective Time (as defined in the Agreement and Plan of
Merger dated as of August 27, 1997 between Equity Residential Properties
Trust and Xxxxx Xxxxxxxxxx Residential, Inc.).
R E C I T A L S:
A. ERP Operating Limited Partnership, an Illinois limited
partnership (the "Partnership"), is governed by that certain Fourth Amended
and Restated Agreement of Limited Partnership for ERP Operating Limited
Partnership dated as of September 30, 1995 (the "Agreement").
B. The limited partners of the Partnership desire to amend the
Agreement as hereinafter set forth.
A G R E E M E N T S:
1. AMENDMENTS TO SECTION 9.6.
Section 9.6 of the Partnership Agreement is hereby amended and
restated to read as follows:
9.6 OTHER ACTIVITIES OF PARTNERS AND AGREEMENTS WITH RELATED
PARTIES. The General Partner shall devote its full-time efforts in
furtherance of the Partnership business, it being expressly understood
that, except for (i) EQR's ownership interest in a partnership or a
limited liability company of which the Partnership is a partner or a
member, respectively; (ii) EQR's ownership of any qualified REIT
subsidiary (within the meaning of the Code) or any other entity which
is a partner of a partnership or a member of a limited liability
company having the Partnership as a partner or member, respectively;
(iii) EQR's ownership of any entity that owns no more than a one
percent (1%) interest in any partnership, limited liability company or
other entity; (iv) borrowing (including the issuance of debt
securities) where the net proceeds thereof are loaned or contributed
to the Partnership; (v) any activity which the Board of Trustees of
the General Partner, in its sole discretion, has determined will have
a material benefit to the General Partner and will not have a material
adverse effect on the Partnership; and (vi) activities incidental to
EQR's status and existence as a real estate investment trust, the
General Partner shall conduct all of its activities with respect to
the multifamily residential property business exclusively through the
Partnership and shall not conduct or engage in any way in any other
business.
2. REFERENCE TO AND EFFECT ON THE PARTNERSHIP AGREEMENT.
(a) On and after the date hereof, each reference in the Partnership
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import referring to the Partnership Agreement shall mean and be a
reference to the Partnership Agreement as amended by this Amendment.
(b) The Partnership Agreement as amended and restated as of September
30, 1995 and as amended by this Amendment shall remain in full force and
effect and is hereby ratified and confirmed.
3. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive
effect.
4. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the Partners have executed this Amendment as of
the day and year first written above.
GENERAL PARTNER:
EQUITY RESIDENTIAL PROPERTIES TRUST, a
Maryland real estate investment trust, General
Partner
By: /S/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Secretary, Executive Vice President and
General Counsel
LIMITED PARTNERS:
/s/ Xxxxxx Xxxx
XXXXXX XXXX, CHAIRMAN OF THE BOARD OF TRUSTEES
OF EQUITY RESIDENTIAL PROPERTIES TRUST, a
Maryland real estate investment trust, as
attorney-in-fact for the Limited Partners
