ex10-2





Exhibit 10.2





		
	 	
        May 11, 2001






Equity Office Properties Trust





EOP Operating Limited Partnership






Senior Term Loan Facility






Fee Letter






Equity Office Properties Trust 

 Two North Riverside Plaza 

 Suite 2100 

 Chicago, Illinois 60606 

 Attention: Richard Kincaid





Re: Fee Letter





Ladies and Gentlemen:




     
Reference is made to the Senior Term Loan Facility Commitment
Letter dated the date hereof (including the attached Summary of
Terms, the “Commitment Letter”) between us and
you. Capitalized terms used but not defined herein are used with
the meanings assigned to them in the Commitment Letter.




     
As additional consideration for the respective commitments of
the Lead Lenders under the Commitment Letter, in the event the
Facility is funded and remains outstanding for 120 days, the
Borrower and the Guarantor agree, jointly and severally, to pay
to the Administrative Agent for the pro rata distribution to
each of the Lenders on the 120th day after such funding, a
financing fee equal to 20 basis points of the then outstanding
principal amount of the Facility. All fees payable hereunder and
under the Commitment Letter shall be paid in immediately
available funds and shall be in addition to reimbursement of
reasonable out-of-pocket expenses (including reasonable
attorneys’ fees and disbursements) of the Arrangers, the
Agents, the Lead Lenders and the Co-Lenders. The Borrower and
the Guarantor agree, jointly and severally, that (i) the
reasonable fees and expenses of Skadden, Arps, Slate, Meagher
& Flom LLP, counsel for the Arrangers, the Agents and
the Lead Lenders, and (ii) the reasonable cost incurred by
the Arrangers, the Agents, the Lead Lenders and the Co-Lenders
in connection with the negotiation, preparation, execution,
delivery, collection and enforcement of the Commitment Letter,
the Term Sheet and this Fee Letter and the negotiation,
preparation, execution, and delivery of the definitive financing
agreements shall be for the Borrower’s and the
Guarantor’s account, and the Borrower and the Guarantor
agree, jointly and severally, to pay such costs and expenses
when definitive loan documentation for the Facility is signed or
upon any earlier termination of the Commitment Letter or the
proposed Facility, regardless of whether any loan documents are
agreed to and signed by the Lenders, the Borrowers and the
Guarantor and regardless of whether any loans are actually made.




     
It is understood and agreed that this Fee Letter shall not
constitute or give rise to any obligation to arrange or provide
any financing; such an obligation will arise only to the extent
provided in the Commitment Letter if accepted in accordance with
its terms. This Fee Letter may not be amended or waived except
by an instrument in writing signed by each of the Lenders and
you. This Fee Letter shall be governed by, and construed in
accordance with, the laws of the State of New York. This Fee
Letter may be executed in any number of counterparts, each of
which shall be an original; and all of which, when taken
together, shall constitute one agreement. Delivery of an
executed signature page of this Fee Letter by facsimile
transmission shall be effective as delivery of a manually
executed counterpart hereof.



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The Arrangers, the Agents and the Lead Lenders shall be
entitled, after consultation with you and commencing reasonable
efforts to syndicate the Facility without any change in the
pricing of the Facility, to change the Applicable Margin for
LIBOR Rate Loans under the Facility if the syndication thereof
has not been completed and if the Arrangers, the Agents and the
Lead Lenders determine that such change is advisable in order to
ensure a successful syndication of the Facility (as determined
by each Arranger), provided that no such change shall increase
the Applicable Margin for LIBOR Rate Loans identified in the
Term Sheet by more than 20 basis points (0.20%). The rights of
the Arrangers, the Agents and the Lead Lenders under this
paragraph will survive the execution and delivery of the
definitive loan documents for the Facility and any borrowings
thereunder and continue in effect until such syndication efforts
shall be completed. The Borrower and the Guarantor agree that
such loan documents shall grant the Arrangers, the Agents and
the Lead Lenders such rights and, if such rights are exercised,
be amended if necessary in connection with the syndication to
include any such changes deemed advisable by each Arranger.




     
You and we agree that this Fee Letter and its contents are
subject to the confidentiality provisions of the Commitment
Letter.




     
Please confirm that the foregoing is our mutual understanding by
signing and returning to us an executed counterpart of this Fee
Letter.




		
	 	
        Very truly yours,
	 
	 	
        Lead Lenders
	 
	 	
        BANK OF AMERICA, N.A.






			
	 	By: 	
        /s/ PATRICK TROWBRIDGE 

         





		
	 	
        Name:  Patrick Trowbridge 

         Title:  Vice President
        
	 
	 	
        THE CHASE MANHATTAN BANK






			
	 	By: 	
        /s/ MARC E. COSTANTINO 

         





		
	 	
        Name:  Marc E. Costantino 

         Title:  Vice President
        
	 
	 	
        CITICORP REAL ESTATE, INC.






			
	 	By: 	
        /s/ DAVID BOUTON 

         






		
	 	
        Name:  David Bouton 

         Title:  Director
        










	 	Co-Lenders







	 	DRESDNER BANK AG, NEW YORK

AND GRAND CAYMAN BRANCHES




	 	By:           
                    
       /s/ RYAN HUDDLESTUN

     ________________________________________________________

     Name: Ryan Huddlestun

     Title: Vice President






	 	BANKERS TRUST COMPANY







	 	By:           
                    
       /s/ STEVEN P. LAPHAN
    
________________________________________________________

     Name: Steven P. Laphan

     Title: Director






2







	 	PNC BANK, NATIONAL
ASSOCIATION







	 	By:           
                    
       /s/ MICHAEL E. SMITH
    
________________________________________________________

     Name: Michael E. Smith

     Title: Vice President






 





		
	
        Accepted and agreed to as of 

         the date first written above by:	 
	 
	
        EQUITY OFFICE PROPERTIES TRUST	 






			
	By: 	
        /s/ MAUREEN FEAR 

         
	 




		
	
        Name:  Maureen Fear 

         Title:  Senior Vice President, Treasurer
        	 
	 
	
        EOP OPERATING LIMITED PARTNERSHIP	 





			
	By: 	
        Equity Office Properties Trust, 

         its general partner	 
	 
	By: 	
        /s/ MAUREEN FEAR 

         
	 




		
	
        Name:  Maureen Fear 

         Title:  Senior Vice President, Treasurer
        	 





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