Exhibit 4.1


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE 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 CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE 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.


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  
	
  NO. 001

  	
   

  	
  PRINCIPAL AMOUNT

  
	
   

  	
   

  	
   

  
	
  CUSIP
  No. 26884A AU 7

  	
   

  	
  $400,000,000

  



 


ERP OPERATING LIMITED PARTNERSHIP


 


5.375% Notes due August 1, 2016


 


ERP
Operating Limited Partnership, an Illinois 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. or registered
assigns, the principal sum of Four Hundred Million Dollars on August 1,
2016 (the “Maturity Date”), and to pay interest thereon from January 19,
2006 (or from the most recent Interest Payment Date to which interest has been
paid or duly provided for), semi-annually in arrears on February 1 and August 1
of each year (each, an “Interest Payment Date”), commencing on August 1,
2006, and on the Maturity Date, at the rate of 5.375% per annum, until payment
of said principal sum has been made or duly provided for.


 


The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date and on the Maturity Date will 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 “Record Date” for such payment, which will be the January 15
or July 15 next preceding such payment date or the Maturity Date, as the
case may be.  Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such 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 subsequent record date for the payment of such defaulted interest (which
shall be not less than five Business Days (as defined below) prior to the date
of the payment of such defaulted interest) established by notice given by mail
by or on behalf of the Issuer to the Holders of the Notes not less than 15 days
preceding such subsequent record date. 
Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.


 


The
principal of 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 The Borough of Manhattan, The City of New
York.  The Issuer hereby initially
designates the Corporate Trust Office of the Trustee in The City of New York as
the office to be maintained by it where Notes may be presented for payment,
registration of transfer, or exchange and where notices or demands to or upon
the Issuer in respect of the Notes or the Indenture referred to on the reverse hereof
may be served.


 


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 from and including the
immediately preceding Interest Payment Date (or from and including January 19,
2006, in the case of the initial Interest Payment Date) to but excluding the
applicable Interest Payment Date or the Maturity Date, as the case may be.  If any Interest Payment Date other than the
Maturity Date would otherwise be a day that is not a Business Day (as defined
below), such Interest Payment Date will be postponed to 


 





















 


the succeeding Business
Day.  If the Maturity Date falls on a day
that is not a Business Day, principal and interest payable on the Maturity 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 the Maturity Date.  “Business Day” means any day, other than a Saturday
or a Sunday on which banking institutions in The City of New York are not
required or authorized by law or executive order to close.


 


Payments
of principal and interest in respect of this Note will be made by wire transfer
of immediately available funds in such coin or currency 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.


 


This
Note shall not be entitled to the benefits of the Indenture referred to on the
reverse hereof or be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee
under such Indenture.


 


*    *    *   
*    *


 


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IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or
by facsimile by its duly authorized officers.


 


	
  Dated:
  January 19, 2006

  	
  ERP OPERATING
  LIMITED PARTNERSHIP, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  EQUITY
  RESIDENTIAL,

  
	
   

  	
   

  	
  not individually
  but as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Donna Brandin

  
	
   

  	
  Its:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Bruce C. Strohm

  
	
   

  	
  Its:

  	
  Executive Vice
  President, General Counsel

  
	
   

  	
   

  	
  and Secretary

  



 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  J.P. MORGAN
  TRUST COMPANY,

  
	
   

  	
  NATIONAL
  ASSOCIATION, SUCCESSOR IN

  
	
   

  	
  INTEREST TO BANK
  ONE, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 





















 


[REVERSE OF NOTE]


 


ERP OPERATING LIMITED PARTNERSHIP


 


5.375% Notes due August 1, 2016


 


This
security is one of a duly authorized issue of debentures, notes, bonds, or
other evidences of indebtedness of the Issuer (hereinafter called the “Securities”)
of the series hereinafter specified, all issued or to be issued under and
pursuant to (i) an Indenture dated as of October 1, 1994 as supplemented
from time to time (herein called the “Indenture”), duly executed and delivered
by the Issuer to J.P. Morgan Trust Company, National Association (as successor
in interest to Bank One Trust Company, N.A., successor to The First National
Bank of Chicago) as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), and (ii) an Officers’
Certificate dated the date hereof (the “Officers’ Certificate”), duly executed
by authorized officers of the Issuer, pursuant to Section 301 of the
Indenture to which Officers’ Certificate and 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, and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.  The 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 Security is one of a series designated as the 5.375% Notes due August 1,
2016 of the Issuer, limited in aggregate principal amount to $400,000,000.


 


In
case an Event of Default with respect to the 5.375% Notes due August 1,
2016 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 the Securities, 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) the
principal amount of the Securities being redeemed plus accrued interest thereon
to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Securities (the “Redemption Price”).  For purposes of the Notes, the Reinvestment
Rate will be determined using 0.20% as specified in the Officers’ Certificate
in lieu of the percentage contained in the Indenture.  Notice of any optional redemption of any
Securities will be given to Holders at their addresses, as shown in the
Security Register, not more than 60 nor less than 30 days prior to the date
fixed for redemption.  The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Securities held by such Holder to be redeemed.


 


The
Indenture contains provisions for defeasance of (i) the entire
indebtedness of the 5.375% Notes due August 1, 2016 or (ii) certain
covenants and events of default with respect to the Notes, in each case upon
compliance with certain conditions set forth in the Indenture, which provisions
apply to these Notes.


 


The
Indenture contains provisions permitting the Issuer and the Trustee, with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the 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
Securities of each series; provided, however, that no such supplemental
Indenture shall, without the consent of the Holder of each Security so
affected, (i) change the final maturity of any Security, or reduce the
principal amount thereof or any premium thereon, 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 Security, or (ii) reduce
the aforesaid percentage of Securities, the Holders of which are required to
consent to any such supplemental Indenture, or (iii) reduce the percentage
of 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.  It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, the Holders of a majority in aggregate
principal amount outstanding of the Securities of such series (or, in the case
of certain defaults or Events of Default, all series of Securities) may on
behalf of the Holders of all the Securities of such series (or all of the
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 Securities; or, subject to certain conditions, may rescind a 


 


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declaration of
acceleration and its consequences with respect to such Securities.  Any such consent or waiver by the Holder of
this security (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this
security and any securities that may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this security
or such other securities.


 


No
reference herein to the Indenture and no provision of this security 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 security in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.


 


This
security is issuable only in registered form without coupons in denominations
of $1,000 and integral multiples thereof. 
Securities may be exchanged for a like aggregate principal amount of
securities of this series of other authorized denominations at the office or
agency of the Issuer in The Borough of Manhattan, The City of New York, in the
manner and subject to the limitations provided 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 Securities at the office or agency
of the Issuer in The Borough of Manhattan, The City of New York, a new Security
or Securities of the same series of authorized denominations in an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection
therewith.


 


The
Issuer, the Trustee, and any authorized agent of the Issuer or the Trustee may
deem and treat the Person in whose name this Security is registered as the
absolute owner of this Security (whether or not this security 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 on the face hereof,
interest hereon, and for all other purposes, and neither the Issuer nor the
Trustee nor any authorized agent of the Issuer or the Trustee shall be affected
by any notice to the contrary.


 


The
Indenture and each Security shall be deemed to be a contract under the laws of
the State of New York, and for all purposes shall be construed in accordance
with the laws of such state, except as may otherwise be required by mandatory
provisions of law.


 


Terms
used herein that are defined in the Indenture or in the Officers’ Certificate
shall have the respective meanings assigned thereto in the Indenture or the
Officers’ Certificate, as the case may be.


 


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