EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 30th, 2014 • Essex Portfolio Lp • Real estate investment trusts • New York
Essex Portfolio, L.P., a California limited partnership (the “Company”), proposes to make offers (collectively, the “Exchange Offers”) to exchange (i) up to $274,188,000 aggregate principal amount of registered 5.500% Senior Notes due 2017 (the “New 2017 Notes”) for an equal aggregate principal amount of its outstanding, unregistered 5.500% Senior Notes due 2017 (the “Original 2017 Notes”), (ii) up to $282,577,000 aggregate principal amount of registered 5.200% Senior Notes due 2021 (the “New 2021 Notes”) for an equal aggregate principal amount of its outstanding, unregistered 5.200% Senior Notes due 2021 (the “Original 2021 Notes”), (iii) up to $290,962,000 aggregate principal amount of registered 3.375% Senior Notes due 2023 (the “New 2023 Notes”) for an equal aggregate principal amount of its outstanding, unregistered 3.375% Senior Notes due 2023 (the “Original 2023 Notes”), and (iv) up to $400,000,000 aggregate principal amount of registered 3.875% Senior Notes due 2024 (the “New 2
