exv4w2



 


Exhibit 4.2

[FACE OF NOTE]


EOP OPERATING LIMITED PARTNERSHIP


5.875% NOTE DUE JANUARY 15, 2013



	 	 	 
	No. 002	 	
Principal Amount
	CUSIP No. 268766 BY 7	 	
U.S. $100,000,000



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


     UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.


     THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF U.S. $1,000 AND INTEGRAL MULTIPLES THEREOF.


     EOP Operating Limited Partnership, a Delaware limited partnership (the
“Issuer,” which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., as
nominee of The Depository Trust Company, or registered assigns, the principal
amount of One Hundred Million Dollars ($100,000,000) on January 15, 2013 (the
“Stated Maturity Date”) (unless redeemed in full or accelerated prior to the
Stated Maturity Date in accordance with the terms of this Note and the
Indenture) (the Stated Maturity Date, Redemption Date (as defined on the
reverse hereof) or date of acceleration is referred to as the “Maturity Date”
with respect to the principal repayable on such date) and to pay interest on
the outstanding principal amount of this Note from January 15, 2003 (or from
the most recent Interest Payment Date (as defined below) to which interest has
been paid or duly provided for), semiannually in arrears on January 15 and July
15 of each year, commencing July 15, 2003 (each, an “Interest Payment Date”),
and on the Maturity Date, at a rate of 5.875% per annum, until payment of said
principal amount has been made or duly provided for. Interest on this Note
will be computed on the basis of a 360-day year of twelve 30-day months.


 






 


     The interest so payable and punctually paid or duly provided for on an
Interest Payment Date will, subject to certain exceptions described below, be
paid to the Holder in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the “Regular Record Date” for such
payment, which will be January 1 or July 1 (regardless of whether such day is a
Business Day (as defined below)) next preceding such Interest Payment Date.
Any interest not so punctually paid or duly provided for on an Interest Payment
Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holder
on such Regular Record Date, and shall be paid to the Holder in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on a special record date (the “Special Record Date”) for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or may be paid at any time
in any other lawful manner, all as more fully provided for in the Indenture.


     The principal of and Make-Whole Amount (as defined below), if any, with
respect to this Note payable on the Maturity Date will be paid against
presentation and surrender of this Note at the office or agency of the Issuer
maintained for that purpose in New York, New York. The Issuer hereby initially
designates the Corporate Trust Office of the Trustee in New York, New York as
the office to be maintained by it where this Note may be presented for payment,
registration of transfer or exchange and where notices or demands to or upon
the Issuer or Equity Office Properties Trust, as guarantor of the Notes
(“Equity Office,” which term includes any successor under the Indenture), in
respect of this Note or the Indenture may be served.


     Notwithstanding anything contained in the Indenture to the contrary,
“Make-Whole Amount” and “Reinvestment Rate” as used with respect to this Note
shall have the following meanings:


     “Make-Whole Amount” means, in connection with any optional redemption of
this Note, the excess, if any, of: (i) the aggregate present value as of the
Redemption Date of each dollar of principal being redeemed and the amount of
interest (exclusive of interest accrued to the Redemption Date) that would have
been payable in respect of each such dollar if such redemption had not been
made, determined by discounting, on a semiannual basis, such principal and
interest at the Reinvestment Rate (determined on the third Business Day
preceding the date notice of such redemption is given) from the respective
dates on which such principal and interest would have been payable if such
redemption had not been made, to the Redemption Date, over (ii) the aggregate
principal amount being redeemed.


     “Reinvestment Rate” means .25% plus the arithmetic mean of the yields
under the heading “Week Ending” published in the most recent Statistical
Release under the caption “Treasury Constant Maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal amount being redeemed. If no maturity
exactly corresponds to such maturity, yields for the two published maturities
most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For the purposes of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to
the date of determination of the Make-Whole Amount shall be used. If the
format or


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content of the Statistical Release changes in a manner that precludes
determination of the Treasury yield in the above manner, then the Treasury
yield shall be determined in the manner that most closely approximates the
above manner, as reasonably determined by the Issuer.


     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued
during the applicable Interest Period (as defined below).


     An “Interest Period” is each period from and including the immediately
preceding Interest Payment Date (or from and including January 15, 2003 in the
case of the initial Interest Period) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be. If any Interest Payment
Date or Maturity Date falls on a day that is not a Business Day, principal,
Make-Whole Amount, if any, and interest payable on such date will be paid on
the succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest will accrue on the amount so
payable for the period from and after such date to such succeeding Business
Day. “Business Day” means any day, other than a Saturday or a Sunday, on which
banking institutions in New York, New York are not required or authorized by
law or executive order to close.


     Payments of principal, Make-Whole Amount, if any, and interest in respect
of this Note will be made by U.S. dollar check or by wire transfer (such a wire
transfer is required to be made to the Holder if the aggregate principal amount
of this Note is in excess of U.S. $10,000,000, and only if such Holder shall
have furnished wire instructions in writing to the Trustee no later than 15
days prior to the relevant payment date and acknowledged that a wire transfer
fee shall be payable) of immediately available funds in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


     Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place. Capitalized terms used herein,
including on the reverse hereof, and not defined herein or on the reverse
hereof shall have the respective meanings given to such terms in the Indenture.


     This Note shall not be entitled to the benefits of the Indenture or the
Guarantee of Equity Office or be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee.


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     IN WITNESS WHEREOF, each of the Issuer and Equity Office has caused this
Note to be signed manually or by facsimile by an authorized signatory.




	 	 	 
	Dated:   January 15, 2003	 	
EOP OPERATING LIMITED PARTNERSHIP,

as Issuer
	 
	Attest:	 	
By:        EQUITY OFFICE PROPERTIES TRUST, not

              individually but as General Partner
	 
	By:        /s/ Stanley M. Stevens                        


                Stanley M. Stevens

                Executive Vice President,

                Chief Legal Counsel

                        and Secretary	 	
By:        /s/ Marsha C. Williams                                


                Marsha C. Williams

                Executive Vice President and Chief

                        Financial Officer
	 
	 	 	
EQUITY OFFICE PROPERTIES TRUST, as Guarantor
	 
	 	 	
By:        /s/ Marsha C. Williams                        


                Marsha C. Williams

                Executive Vice President and Chief

                Financial Officer



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	Dated:	 	January 15, 2003	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 	By:        /s/ Richard Prokosch                        


                Authorized Officer



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[REVERSE OF NOTE]


EOP OPERATING LIMITED PARTNERSHIP


5.875% NOTE DUE JANUARY 15, 2013


     This Note is one of a duly authorized issue of senior debt securities of
the Issuer (hereinafter called the “Debt Securities”) of the series herein
specified, all issued or to be issued under and pursuant to an Indenture, dated
as of August 29, 2000, as supplemented by the First Supplemental Indenture,
dated as of June 18, 2001 (as supplemented, the “Indenture”), duly executed and
delivered by the Issuer and Equity Office to U.S. Bank National Association,
formerly known as U.S. Bank Trust National Association, as Trustee (herein
called the “Trustee,” which term includes any successor trustee under the
Indenture with respect to the series of Debt Securities of which this Note is a
part), to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer,
Equity Office and the Holders of the Notes, and of the terms upon which the
Notes are, and are to be, authenticated and delivered. The Debt Securities may
be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), and may otherwise vary as provided in the Indenture. This
Note is one of the outstanding Debt Securities of a series designated as the
“5.875% Notes due January 15, 2013” of the Issuer (the “Notes”), limited in
aggregate principal amount to U.S. $500,000,000, subject to the provisions in
the Indenture, and is a Guaranteed Security within the meaning of, and subject
to the provisions applicable to Equity Office as Guarantor thereof contained
in, the Indenture.


     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof and Make-Whole Amount (if any) may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.


     The Issuer may redeem this Note, at any time in whole or from time to time
in part, at the election of the Issuer, at a redemption price equal to the sum
of (i) 100% of the aggregate principal amount being redeemed, (ii) accrued but
unpaid interest thereon to the date fixed for redemption (the “Redemption
Date”) and (iii) a premium equal to the Make-Whole Amount, if any, with respect
thereto (collectively, the “Redemption Price”); provided, however, that
interest installments due on an Interest Payment Date which is on or prior to
the Redemption Date will be payable to the Holder hereof (or one or more
predecessor Notes) as of the close of business on the Regular Record Date
preceding such Interest Payment Date.


     If notice has been given as provided in the Indenture and funds for the
redemption of this Note or any part thereof called for redemption shall have
been made available on the Redemption Date, this Note or such part thereof will
cease to bear interest on the Redemption Date referred to in such notice and
the only right of the Holder will be to receive payment of the Redemption
Price. Notice of any optional redemption of this Note will be given to the
Holder hereof (in accordance with the provisions of the Indenture), not more
than 60 nor less than 30 days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new


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Note of like tenor for the unredeemed portion hereof and otherwise having the
same terms and provisions as this Note shall be issued by the Issuer (and
executed by Equity Office as Guarantor) in the name of the Holder hereof upon
the presentation and surrender hereof.


     The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.


     The Indenture contains provisions permitting the Issuer, Equity Office and
the Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Debt Securities at the time Outstanding of
all series to be affected (voting as one class), evidenced as provided in the
Indenture, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
Holders of the Debt Securities of each series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Debt
Security at the time Outstanding so affected, (i) change the final maturity of
any Debt Security, or reduce the principal amount thereof or any premium or
Make-Whole Amount thereon, if any, or reduce the rate or extend the time of
payment of any interest thereon, or impair or affect the rights of any Holder
to institute suit for the payment on any Debt Security, or (ii) reduce the
percentage in principal amount of Outstanding Debt Securities the Holders of
which are required to consent to any such supplemental indenture, or (iii)
reduce the percentage in principal amount of Outstanding Debt Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults
thereunder, or (iv) modify Equity Office’s Guarantee, if any, of the Debt
Securities. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Debt Securities of any series, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of such series (or, in the case of certain defaults or Events of
Default, all series of Outstanding Debt Securities) may on behalf of the
Holders of all the Debt Securities of such series (or all of the Debt
Securities, as the case may be) waive any such past default or Event of Default
and its consequences, prior to any declaration accelerating the maturity of
such Debt Securities, or, subject to certain conditions, may rescind a
declaration of acceleration and its consequences with respect to such Debt
Securities. The preceding sentence shall not, however, apply to a default in
or Event of Default relating to the payment of the principal of or premium or
Make-Whole Amount, if any, or interest on any of the Debt Securities or in
respect of a covenant or provision contained in the Indenture that cannot be
modified or amended without the consent of the Holders of each Debt Security at
the time Outstanding affected thereby. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any Notes that may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.


     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any Make-Whole Amount
and interest on this Note in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed or alter or impair the


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obligations of Equity Office in respect of its unconditional guarantee of the
aforementioned payments.


     This Note is issuable only in registered form without coupons in
denominations of U.S. $1,000 and integral multiples thereof. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Issuer in New York, New York in
the manner and subject to the limitations provided herein and in the Indenture,
but without the payment of any service charge except for any tax or other
governmental charge imposed in connection therewith.


     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in New York, New York, one or more new Notes of
authorized denominations in an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided
herein and in the Indenture, but without the payment of any service charge
except for any tax or other governmental charge imposed in connection
therewith.


     This Note is not subject to a sinking fund requirement or to repayment at
the option of the Holder hereof.


     No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or any Note, or because of any indebtedness evidenced hereby
or thereby (including, without limitation, any obligation or indebtedness
relating to the principal of, or premium or Make-Whole Amount, if any, interest
or any other amounts due, or claimed to be due, on this Note), or for any claim
based thereon or otherwise in respect thereof, shall be had (i) against any
partner other than Equity Office, as Guarantor, or any Person which owns an
interest, directly or indirectly, in any partner, in the Issuer, or (ii)
against any promoter, as such, or against any past, present or future
shareholder, officer, trustee or partner, as such, of the Issuer or Equity
Office or any successor, either directly or through the Issuer or Equity Office
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.


     Prior to due presentation of this Note for registration of transfer, the
Issuer, Equity Office, the Trustee, and any authorized agent of the Issuer,
Equity Office or the Trustee may deem and treat the Person in whose name this
Note is registered as the absolute owner of the Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon) for the purpose of receiving payment of, or on account of, the
principal hereof and Make-Whole Amount, if any, and subject to the provisions
herein and on the face hereof, interest hereon, and for all other purposes, and
none of the Issuer, Equity Office or the Trustee nor any authorized agent of
the Issuer, Equity Office or the Trustee shall be affected by any notice to the
contrary, except as required by law.


     The Indenture, this Note and the Guarantee shall be governed by and
construed in accordance with the law of the State of New York, United States of
America without regard to the principles of conflicts of laws.


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ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER



     To assign this Note fill in the form below:


     (I)  or (we) assign and transfer this Note to









     (Insert assignee’s social security or tax identification number, if any)


















(Print or type assignee’s name, address and zip code)

     Your signature:______________________________________________________________________________________________


(Sign exactly as your name appears on the other side of this Note)

     Date:________________________________________________________________________


     Signature Guarantee:*____________________________________________________________







	*	 	Signature must be guaranteed by a commercial bank, trust company or member
firm of a major stock exchange.



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