EOP OPERATING LIMITED PARTNERSHIP (a Delaware limited partnership)Underwriting Agreement • February 15th, 2002 • Eop Operating LTD Partnership • Real estate investment trusts • New York
EOP Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and Equity Office Properties Trust, a Maryland real estate investment trust (the “Company”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and UBS Warburg LLC (“UBS”) on behalf of the Underwriters listed on Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom Merrill Lynch and UBS are acting as representatives (in such capacity, the “Representatives”) with respect to the sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Operating Partnership’s 6.75% Notes due 2012 (the “Debt Securities”) set forth opposite the names of the Underwriters listed on Schedule A hereto. The Debt Securities will be fully and unconditionally guaranteed as to payme
