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                                                                    Exhibit 4.12


                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into as of February 12, 1998 between EOP OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership (the "COMPANY"), and the Initial
Purchasers (as hereinafter defined).

                  This Agreement is made pursuant to (i) the Purchase Agreement
dated February 12, 1998 (the "NOTES PURCHASE AGREEMENT"), between the Company,
as issuer of the 6.375% Notes due 2003 (the "2003 Notes"), the 6.625% Notes due
2005 (the "2005 Notes"), the 6.750% Notes due 2008 (the "2008 Notes") and the
7.250% Notes due 2018 (the "2018 Notes," and together with the 2003 Notes, the
2005 Notes and the 2008 Notes, the "Callable Securities"), and the Initial
Purchasers, which provides for, among other things, the sale by the Company to
the Initial Purchasers of the aggregate principal amount of Callable Securities
specified therein and (ii) the Purchase Agreement dated February 12, 1998 (the
"MOPPRS PURCHASE AGREEMENT," and together with the Notes Purchase Agreement, the
"PURCHASE AGREEMENTS"), between the Company, as issuer of the 6.376% Mandatory
Par Put Remarketed Securities due February 15, 2012 (the "MOPPRS," and together
with the Callable Securities, the "Notes"), and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as sole Initial Purchaser, which provides for, among other
things, the sale by the Company to the Initial Purchaser of the aggregate
principal amount of the MOPPRS specified therein. In order to induce the Initial
Purchasers to enter into the Purchase Agreements, the Company has agreed to
provide to the Initial Purchasers and Merrill Lynch and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closings under
the Purchase Agreements.

                  In consideration of the foregoing, the parties hereto agree as
follows:


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                  1. DEFINITIONS. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

         "ADVICE" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

         "AFFILIATE" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "APPLICABLE PERIOD" shall have the meaning set forth in Section 3(u)
hereof.

         "BUSINESS DAY" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in New York, New York or Boston, Massachusetts are
authorized or required by law or executive order to remain closed.

         "CALLABLE SECURITIES" shall have the meaning set forth in the preamble
to this Agreement.

         "CLOSING TIME" shall mean the Closing Time as defined in the Purchase
Agreements.

         "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

         "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; PROVIDED, HOWEVER, that such depositary
must have an address in the Borough of Manhattan, in The City of New York.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in
Section 2(b) hereof.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "EXCHANGE OFFER" shall mean the offer by the Company to the Holders to
exchange all of the Registrable Notes for a like



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amount of Exchange Notes of the same series pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.

         "EXCHANGE PERIOD" shall have the meaning set forth in Section 2(a)
hereof.

         "EXCHANGE NOTES" shall mean the 6.375% Notes due 2003, the 6.625% Notes
due 2005, the 6.750% Notes due 2008 and the 7.250% Notes due 2018 containing
terms identical to the Notes (except that they will not contain terms with
respect to the transfer restrictions under the Securities Act (the "Exchange
Notes") (other than requiring minimum transfers thereof to be in blocks of
$100,000 aggregate principal amount) and will not provide for any Liquidated
Damages thereon).

         "HOLDER" shall mean any Initial Purchaser, for so long as it owns any
Registrable Notes, and each of its respective successors, assigns and direct and
indirect transferees who become registered owners of Registrable Notes under the
Indenture.

         "INDENTURE" shall mean the Indenture relating to the Notes and the
Exchange Notes, dated as of September 2, 1997, as amended or supplemented to the
date hereof, between the Company, as issuer, and State Street Bank and Trust
Company, as trustee, as the same may be further amended from or supplemented
time to time in accordance with the terms thereof.

         "INITIAL PURCHASERS" shall mean: (1) in the case of 2003 Notes, the
2005 Notes and the 2018 Notes, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Lehman Brothers Inc. ("Lehman"), J.P. Morgan
Securities Inc. ("J.P. Morgan"), Salomon Brothers Inc. ("Salomon") and UBS
Securities LLC, (ii) in


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the case of the 2008 Notes, Merrill Lynch, Lehman, J.P. Morgan, Salomon and
BancAmerica Robertson Stephens and (iii) in the case of the MOPPRS, Merrill
Lynch.

         "INSPECTORS" shall have the meaning set forth in Section 3(o) hereof.

         "ISSUE DATE" shall mean February 18, 1998, the date of delivery of the
Notes from the Company to the Initial Purchasers.

         "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2(e)
hereof.

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Notes and Exchange Notes of the same
series.

         "MOPPRS" shall have the meaning set forth in the preamble to this
Agreement.

         "NOTES" shall have the meaning set forth in the preamble to this
Agreement.

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 3(u) hereof.

         "PERSON" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability corporation, or a government or
agency or political subdivision thereof.

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all documents incorporated by reference therein.

         "PURCHASE AGREEMENTS" shall have the meaning set forth in the preamble
to this Agreement.



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<PAGE>   5

         "RECORDS" shall have the meaning set forth in Section 3(o) hereof.

         "REGISTRABLE NOTES" shall mean the Notes; PROVIDED, HOWEVER, that Notes
shall cease to be Registrable Notes when the earlier of the following occurs:
(i) a Registration Statement with respect to such Notes for the exchange or
resale thereof shall have been declared effective under the Securities Act and
such Notes shall have been disposed of pursuant to such Registration Statement,
(ii) such Notes shall have been sold to the public pursuant to Rule 144(k) (or
any similar provision then in force, but not Rule 144A) under the Securities Act
or are eligible to be sold without restriction as contemplated by Rule 144(k),
(iii) such Notes shall have ceased to be outstanding or (iv) no Shelf
Registration Event has occurred and the Exchange Offer has concluded in
accordance with the provisions hereof.

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees, including, if applicable, the
fees and expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained by any Holder of Registrable Notes in accordance
with the rules and regulations of the NASD, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of one counsel for all underwriters or Holders
as a group in connection with blue sky qualification of any of the Exchange
Notes or Registrable Notes) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus and any
amendments or supplements thereto, and in preparing or assisting in preparing,
printing and distributing any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements
of counsel for the Company and of the independent certified public accountants
of the Company, including the expenses of any "cold comfort" letters required by
or incident to the performance of and compliance with this Agreement, (vi) the
reasonable fees and expenses of the Trustee and its counsel and any exchange
agent or custodi-





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an, and (vii) the reasonable fees and expenses of any special experts retained
by the Company in connection with any Registration Statement.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Notes or Registrable Notes pursuant to
the provisions of this Agreement, and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

         "RULE 144(k) PERIOD" shall mean the period of two years (or such
shorter period as may hereafter be referred to in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

         "SEC" shall mean the Securities and Exchange Commission.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "SHELF REGISTRATION EVENT" shall have the meaning set forth in Section
2(b) hereof.

         "SHELF REGISTRATION EVENT DATE" shall have the meaning set forth in
Section 2(b) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) hereof which
covers all of the Registrable Notes on an appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.

         "TIA" shall have the meaning set forth in Section 3(l) hereof.


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         "TRUSTEE" shall mean the trustee under the Indenture.

                  2. REGISTRATION UNDER THE SECURITIES ACT.

                  a. EXCHANGE OFFER. Except as set forth in Section 2(b) below,
the Company shall, for the benefit of the Holders, at the Company's cost, use
its reasonable best efforts to (i) cause to be filed with the SEC within 60
calendar days after the Issue Date an Exchange Offer Registration Statement on
an appropriate form under the Securities Act relating to the Exchange Offer,
(ii) cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act by the SEC not later than the date which is 135
calendar days after the Issue Date, (iii) keep such Exchange Offer Registration
Statement effective for not less than 30 calendar days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the
Holders and (iv) cause the Exchange Offer to be consummated within 180 calendar
days after the Issue Date. Promptly after the effectiveness of the Exchange
Offer Registration Statement, the Company shall commence the Exchange Offer, it
being the objective of such Exchange Offer to enable each Holder eligible and
electing to exchange Registrable Notes for a like principal amount of Exchange
Notes of the same series (provided that such Holder (i) is not an Affiliate of
the Company, (ii) is not a broker-dealer tendering Registrable Notes acquired
directly from the Company, (iii) acquires the Exchange Notes in the ordinary
course of such Holder's business and (iv) has no arrangements or understandings
with any Person to participate in the Exchange Offer for the purpose of
distributing the Exchange Notes) to transfer such Exchange Notes from and after
their receipt without any limitations or restrictions under the Securities Act
and under state securities or blue sky laws (other than requiring minimum
transfers in blocks having an aggregate principal amount, as the case may be, of
$100,000).

                  In connection with the Exchange Offer, the Company shall:

         i.    mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;




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         ii.      keep the Exchange Offer open for acceptance for a period of
not less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"EXCHANGE PERIOD");

         iii.     utilize the services of the Depositary for the Exchange Offer
with respect to Notes represented by a global certificate;

          iv.     permit Holders to withdraw tendered Notes at any time prior to
the close of business, New York City time, on the last Business Day of the
Exchange Period, by sending to the institution specified in the notice to
Holders, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the series and amount of Notes delivered for exchange, and
a statement that such Holder is withdrawing his election to have such Notes
exchanged;

         v.       notify each Holder that any Note not tendered by such Holder
in the Exchange Offer will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement (except in the case of the
Initial Purchasers and Participating Broker-Dealers as provided herein); and

         vi.      otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

                  As soon as practicable after the close of the Exchange Offer,
the Company shall:

         (i)      accept for exchange all Notes or portions thereof tendered and
not validly withdrawn pursuant to the Exchange Offer;

         (ii)     deliver, or cause to be delivered, to the Trustee for
cancellation all Notes or portions thereof so accepted for exchange by the
Company; and

         (iii)    issue, and cause the Trustee under the Indenture to promptly
authenticate and deliver to each Holder, Exchange Notes of the same series equal
in principal amount to the principal amount of the Notes as are surrendered by
such Holder.



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<PAGE>   9

                  Interest on each Exchange Note issued pursuant to the Exchange
Offer will accrue from the last date on which interest was paid on the Note
surrendered in exchange therefor or, if no interest has been paid on such Note,
from the Issue Date. To the extent not prohibited by any law or applicable
interpretation of the staff of the SEC, the Company shall use reasonable best
efforts to complete the Exchange Offer as provided above, and shall comply with
the applicable requirements of the Securities Act, the Exchange Act and other
applicable laws in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions other than the conditions referred to in
Section 2(b)(i) and (ii) below and those conditions that are customary in
similar exchange offers. Each Holder of Registrable Notes who wishes to exchange
such Registrable Notes for Exchange Notes in the Exchange Offer will be required
to make certain customary representations in connection therewith, including, in
the case of any Holder of Notes, representations that (i) it is not an Affiliate
of the Company, (ii) it is not a broker-dealer tendering Registrable Notes
acquired directly from the Company, (iii) the Exchange Notes to be received by
it are being acquired in the ordinary course of its business and (iv) at the
time of the Exchange Offer, it has no arrangements or understandings with any
Person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Notes. The Company shall inform the Initial Purchasers,
after consultation with the Trustee, of the names and addresses of the Holders
to whom the Exchange Offer is made, and the Initial Purchasers shall have the
right to contact such Holders in order to facilitate the tender of Registrable
Notes in the Exchange Offer.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply,
MUTATIS MUTANDIS, solely with respect to Exchange Notes held by Participating
Broker-Dealers, and the Company shall have no further obligation to register the
Registrable Notes held by any Holder pursuant to Section 2(b) of this Agreement.

                  (b) SHELF REGISTRATION. In the event that (i) the Company
reasonably determines, after conferring with counsel (which may be in-house
counsel), that the Exchange Offer Registration provided in Section 2(a) above is
not available under applicable law and regulations and currently prevailing



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interpretations of the staff of the SEC, (ii) the Exchange Offer is not
consummated within 180 days after the Issue Date or (iii) upon the request of
any Initial Purchaser with respect to any Registrable Notes held by it, if such
Initial Purchaser is not permitted, in the reasonable opinion of Brown & Wood
LLP, pursuant to applicable law or applicable interpretations of the staff of
the SEC, to participate in the Exchange Offer and thereby receive securities
that are freely tradeable without restriction under the Securities Act and
applicable blue sky or state securities laws (any of the events specified in
(i), (ii) or (iii) being a "SHELF REGISTRATION EVENT", and the date of
occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to or
in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the
case may be, the Company shall promptly notify the Holders thereof and shall, at
its cost, use its reasonable best efforts to cause to be filed as promptly as
practicable after such Shelf Registration Event Date, as the case may be, and,
in any event, within 60 days after such Shelf Registration Event Date (provided
that in no event shall such filing date be required to be earlier than 75 days
after the Issue Date), a Shelf Registration Statement providing for the sale by
the Holders of all of the Registrable Notes, and shall use its reasonable best
efforts to have such Shelf Registration Statement declared effective by the SEC
as soon as practicable. No Holder of Registrable Notes shall be entitled to
include any of its Registrable Notes in any Shelf Registration pursuant to this
Agreement unless and until such Holder agrees in writing to be bound by all of
the provisions of this Agreement applicable to such Holder and furnishes to the
Company in writing, within 15 days after receipt of a request therefor, such
information as the Company may, after conferring with counsel with regard to
information relating to Holders that would be required by the SEC to be included
in such Shelf Registration Statement or Prospectus included therein, reasonably
request for inclusion in any Shelf Registration Statement or Prospectus included
therein. Each Holder as to which any Shelf Registration is being effected agrees
to furnish to the Company all information with respect to such Holder necessary
to make the information previously furnished to the Company by such Holder not
materially misleading.

                  The Company agrees to use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective and the Prospectus
usable for resales for the earlier of: (a) the


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Rule 144(k) Period or (b) such time as all of the Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement or cease to be Registrable Notes (the "EFFECTIVENESS PERIOD"). The
Company shall not permit any securities other than (i) the Company's issued and
outstanding securities currently possessing incidental registration rights and
(ii) Registrable Notes, to be included in the Shelf Registration. The Company
will, in the event a Shelf Registration Statement is declared effective, provide
to each Holder a reasonable number of copies of the Prospectus which is a part
of the Shelf Registration Statement, notify each such Holder when the Shelf
Registration has become effective and take any other action required to permit
unrestricted resales of the Registrable Notes. The Company further agrees, if
necessary, to supplement or amend the Shelf Registration Statement, if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder for shelf registrations,
and the Company agrees to furnish to the Holders of Registrable Notes copies of
any such supplement or amendment promptly after its being used or filed with the
SEC.

                  (c) EXPENSES. The Company shall pay all Registration Expenses
in connection with any Registration Statement filed pursuant to Section 2(a)
and/or 2(b) hereof and will reimburse the Initial Purchasers for the reasonable
fees and disbursements of Brown & Wood LLP incurred in connection with the
Exchange Offer. Except as provided herein, each Holder shall pay all expenses of
its counsel, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Notes pursuant
to the Shelf Registration Statement.

                  (d) EFFECTIVE REGISTRATION STATEMENT. An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC; PROVIDED, HOWEVER,
that if, after it has been declared effective, the offering of Registrable Notes
pursuant to such Exchange Offer Registration Statement or Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other


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governmental agency or court, such Exchange Offer Registration Statement or
Shelf Registration Statement will be deemed not to have been effective during
the period of such interference, until the offering of Registrable Notes
pursuant to such Registration Statement may legally resume. The Company will be
deemed not to have used its reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
to become, or to remain, effective during the requisite period if voluntarily
takes any action that would result in any such Registration Statement not being
declared effective or that would result in the Holders of Registrable Notes
covered thereby not being able to exchange or offer and sell such Registrable
Notes during that period, unless such action is required by applicable law.

                  (e)      LIQUIDATED DAMAGES.  In the event that:

                           (i) the Exchange Offer Registration Statement is
not filed with the SEC on or prior to the 60th day after the Issue Date, then,
commencing on the 61st day after the Issue Date, liquidated damages ("Liquidated
Damages") shall accrue on the principal amount of the Notes at a rate of 0.50%
per annum;

                           (ii) the Exchange Offer Registration Statement is not
declared effective by the SEC on or prior to the 135th day after the Issue Date,
then, commencing on the 136th day after the Issue Date, Liquidated Damages shall
accrue on the principal amount of the Notes at a rate of 0.50% per annum;

                           (iii) the Shelf Registration Statement, if required
pursuant to Section 2(b), is not filed with the SEC on or prior to the date
required pursuant to such section, then, commencing on the first day after the
applicable required filing date, Liquidated Damages shall accrue on the
principal amount of the Notes at the rate of 0.50% per annum;

                           (iv) (A) the Company has not exchanged Exchange Notes
for all Notes, validly tendered in accordance with the terms of the Exchange
Offer on or prior to the 180th day after the Issue Date or (B) if the Shelf
Registration Statement is required to be filed pursuant to Section 2(b) but is
not declared effective by the SEC on or prior to the 180th day after the Issue
Date, then, commencing on the 181st day after the Issue Date,





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Liquidated Damages shall accrue on the principal amount of the Notes at the rate
of 0.50% per annum; or

                           (v) the Shelf Registration Statement has been
declared effective and such Shelf Registration Statement ceases to be effective
or the Prospectus usable for resales (I) at any time prior to the expiration of
the Effectiveness Period or (II) if related to corporate developments, public
filings or similar events or to correct a material misstatement or omission in
the Prospectus, for more than 60 days (whether or not consecutive) in any
twelve-month period, then Liquidated Damages shall accrue on the principal
amount of Notes at a rate of 0.50% per annum commencing on the day (in the case
of (I) above), or the 61st day after (in the case of (II) above), such Shelf
Registration Statement ceases to be effective or the Prospectus usable for
resales;

PROVIDED, HOWEVER, that the Liquidated Damages rate on the Notes may not exceed
in the aggregate 0.50% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the
filing of the Exchange Offer Registration Statement (in the case of clause (i)
above), (2) upon the effectiveness of the Exchange Offer Registration Statement
(in the case of clause (ii) above), (3) upon the filing of the Shelf
Registration Statement (in the case of clause (iii) above), (4) upon the
exchange of Exchange Notes for all Notes validly tendered (in the case of clause
(iv)(A) above) or upon the effectiveness of the Shelf Registration Statement (in
the case of clause (iv) (B) above) or (5) the earlier of (y) such time as the
Shelf Registration Statement which had ceased to remain effective or the
Prospectus usable for resales again becomes effective and usable for resales and
(z) the expiration of the Effectiveness Period (in the case of clause (v)
above), Liquidated Damages on the principal amount of the Notes as a result of
such clause (or the relevant subclause thereof) shall cease to accrue;

PROVIDED, FURTHER, HOWEVER, that if the Exchange Offer Registration Statement is
not declared effective by the SEC on or prior to the 135th day after the Issue
Date and the Company shall request Holders to provide the information required
by the SEC for inclusion in the Shelf Registration Statement, the Notes owned by
Holders who do not provide such information when required pursuant to Section
2(b) will not be entitled to any Liquidated Damages following the 180th after
the Issue Date.


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<PAGE>   14

         Any amounts of Liquidated Damages due pursuant to Section 2(e)(i),
(ii), (iii), (iv) or (v) above will be payable in cash on the next succeeding
February 15 or August 15, as the case may be, to Holders on the relevant record
dates for the payment of interest pursuant to the Indenture.

                  (f) SPECIFIC ENFORCEMENT. Without limiting the remedies
available to the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Holders for which there
is no adequate remedy at law, that it would not be possible to measure damages
for such injuries precisely and that, in the event of any such failure, any
Holder may obtain such relief as may be required to specifically enforce the
Company's obligations under Section 2(a) and Section 2(b) hereof.

3.       REGISTRATION PROCEDURES. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall use its reasonable best efforts to:

(a)      prepare and file with the SEC a Registration Statement or Registration
Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant
time period specified in Section 2 hereof on the appropriate form under the
Securities Act, which form shall (i) be selected by the Company, (ii) in the
case of a Shelf Registration, be available for the sale of the Registrable Notes
by the selling Holders thereof and, in the case of an Exchange Offer, be
available for the exchange of Registrable Notes, and (iii) comply as to form in
all material respects with the requirements of the applicable form and include
all financial statements required by the SEC to be filed therewith; the Company
shall use its reasonable best efforts to cause such Registration Statement to
become effective and remain effective (and, in the case of a Shelf Registration
Statement, the Prospectus usable for resales) in accordance with Section 2
hereof; PROVIDED, HOWEVER, that if (1) such filing is pursuant to Section 2(b),
or (2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks


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<PAGE>   15

to sell Exchange Notes, before filing any Registration Statement or Prospectus
or any amendments or supplements thereto, the Company shall furnish to and
afford the Holders of the Registrable Notes and each such Participating
Broker-Dealer, as the case may be, covered by such Registration Statement, their
counsel and the managing underwriters, if any, a reasonable opportunity to
review copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be
filed; and the Company shall not file any Registration Statement or Prospectus
or any amendments or supplements thereto in respect of which the Holders must be
afforded an opportunity to review prior to the filing of such document if the
Majority Holders or such Participating Broker-Dealer, as the case may be, their
counsel or the managing underwriters, if any, shall reasonably object in a
timely manner;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         Effectiveness Period or the Applicable Period, as the case may be, and
         cause each Prospectus to be supplemented, if so determined by the
         Company or requested by the SEC, by any required prospectus supplement
         and as so supplemented to be filed pursuant to Rule 424 (or any similar
         provision then in force) under the Securities Act, and comply with the
         provisions of the Securities Act, the Exchange Act and the rules and
         regulations promulgated thereunder applicable to it with respect to the
         disposition of all securities covered by each Registration Statement
         during the Effectiveness Period or the Applicable Period, as the case
         may be, in accordance with the intended method or methods of
         distribution by the selling Holders thereof described in this Agreement
         (including sales by any Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Notes included in the Shelf Registration
         Statement, at least three Business Days prior to filing, that a Shelf
         Registration Statement with respect to the Registrable Notes is being
         filed and advising such Holder that the distribution of Registrable
         Notes will be made in accordance with the method selected by the
         Majority Holders, (ii) furnish to each Holder of Registrable Notes




                                       15



<PAGE>   16

         included in the Shelf Registration Statement and to each underwriter of
         an underwritten offering of Registrable Notes, if any, without charge,
         as many copies of each Prospectus, including each preliminary
         prospectus, and any amendment or supplement thereto, and such other
         documents as such Holder or underwriter may reasonably request, in
         order to facilitate the public sale or other disposition of the
         Registrable Notes and (iii) consent to the use of the Prospectus or any
         amendment or supplement thereto by each of the selling Holders of
         Registrable Notes included in the Shelf Registration Statement in
         connection with the offering and sale of the Registrable Notes covered
         by the Prospectus or any amendment or supplement thereto;

                  (d) in the case of a Shelf Registration, register or qualify
         the Registrable Notes under all applicable state securities or "blue
         sky" laws of such jurisdictions by the time the applicable Registration
         Statement is declared effective by the SEC as any Holder of Registrable
         Notes covered by a Registration Statement and each underwriter of an
         underwritten offering of Registrable Notes shall reasonably request in
         writing in advance of such date of effectiveness, and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable such Holder and underwriter to consummate the disposition in
         each such jurisdiction of such Registrable Notes owned by such Holder;
         PROVIDED, HOWEVER, that the Company shall not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to qualify but
         for this Section 3(d), (ii) file any general consent to service of
         process in any jurisdiction where it would not otherwise be subject to
         such service of process or (iii) subject itself to taxation in any such
         jurisdiction if it is not then so subject;

                  (e) (1) in the case of a Shelf Registration or (2) if
         Participating Broker-Dealers from whom the Company has received prior
         written notice that they will be utilizing the Prospectus contained in
         the Exchange Offer Registration Statement as provided in Section 3(u)
         hereof, are seeking to sell Exchange Notes and are required to deliver
         Prospectuses, promptly notify each Holder of Registrable Notes, or such
         Participating Broker-Dealers, as the case may be,



                                       16


<PAGE>   17

         their counsel and the managing underwriters, if any, and promptly
         confirm such notice in writing (i) when a Registration Statement has
         become effective and when any post-effective amendments thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for amendments and supplements to a Registration Statement or
         Prospectus or for additional information after the Registration
         Statement has become effective, (iii) of the issuance by the SEC or any
         state securities authority of any stop order suspending the
         effectiveness of a Registration Statement or the qualification of the
         Registrable Notes or the Exchange Notes to be offered or sold by any
         Participating Broker-Dealer in any jurisdiction described in Section
         3(d) hereof or the initiation of any proceedings for that purpose, (iv)
         in the case of a Shelf Registration, if, between the effective date of
         a Registration Statement and the closing of any sale of Registrable
         Notes covered thereby, the representations and warranties of the
         Company contained in any purchase agreement, securities sales agreement
         or other similar agreement cease to be true and correct in all material
         respects, (v) of the happening of any event or the failure of any event
         to occur or the discovery of any facts, during the Effectiveness
         Period, which makes any statement made in such Registration Statement
         or the related Prospectus untrue in any material respect or which
         causes such Registration Statement or Prospectus to omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading,
         as well as any other corporate developments, public filings with the
         SEC or similar events causing such Registration Statement not to be
         effective or the Prospectus not useable for resales and (vi) of the
         reasonable determination of the Company that a post-effective amendment
         to the Registration Statement would be appropriate;

                  (f)  obtain the withdrawal of any order suspending the
         effectiveness of a Registration Statement at the earliest
         possible moment;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Notes included within the coverage of such Shelf
         Registration Statement, without



                                       17


<PAGE>   18

         charge, at least one conformed copy of each Registration Statement
         relating to such Shelf Registration and any post-effective amendment
         thereto (without documents incorporated therein by reference or
         exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Notes to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold and not bearing any restrictive legends (other than with
         respect to restrictions requiring minimum transfers in blocks having an
         aggregate principal amount of $100,000) and in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders or the underwriters may reasonably
         request at least two Business Days prior to the closing of any sale of
         Registrable Notes pursuant to such Shelf Registration Statement;

                  (i) in the case of a Shelf Registration or an Exchange Offer
         Registration, promptly after the occurrence of any event specified in
         Section 3(e)(ii), 3(e)(iii), 3(e)(v) (subject to a 60-day grace period
         within any twelve-month period) or 3(e)(vi) hereof, prepare a
         supplement or post-effective amendment to such Registration Statement
         or the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Notes, such Prospectus
         will not include any untrue statement of a material fact or omit to
         state a material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         and the Company shall notify each Holder to suspend use of the
         Prospectus as promptly as practicable after the occurrence of such an
         event, and each Holder hereby agrees to suspend use of the Prospectus
         until the Company has amended or supplemented the Prospectus to correct
         such misstatement or omission;

                  (j) in the case of a Shelf Registration, a reasonable time
         prior to the filing of any document which is to be incorporated by
         reference into a Registration Statement or a Prospectus after the
         initial filing of a Registration State-





                                       18


<PAGE>   19

         ment, provide a reasonable number of copies of such document to the
         Holders and make such of the representatives of the Company as shall be
         reasonably requested by the Holders of Registrable Notes or the Initial
         Purchasers on behalf of such Holders available for discussion of such
         document;

                  (k) obtain a CUSIP number for each series of Notes, as the
         case may be, not later than the effective date of a Registration
         Statement, and provide the Trustee with certificates for the Exchange
         Notes or the Registrable Notes, as the case may be, in a form eligible
         for deposit with the Depositary;

                  (l) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Notes or Registrable Notes, as the case
         may be, and effect such changes to such documents as may be required
         for them to be so qualified in accordance with the terms of the TIA and
         execute, and cause the Trustee to execute, all documents as may be
         required to effect such changes, and all other forms and documents
         required to be filed with the SEC to enable such documents to be so
         qualified in a timely manner;

                  (m) in the case of a Shelf Registration, enter into such
         agreements (including underwriting agreements) as are customary in
         underwritten offerings and take all such other appropriate actions in
         connection therewith as are reasonably requested by the Holders of at
         least 25% in aggregate principal amount of the Registrable Notes in
         order to expedite or facilitate the registration or the disposition of
         the Registrable Notes;

                  (n) in the case of a Shelf Registration, whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an underwritten registration, if requested by (x) an
         Initial Purchaser, in the case where such Initial Purchaser holds Notes
         acquired by it as part of its initial placement and (y) Holders of at
         least 25% in aggregate principal amount of the Registrable Notes
         covered thereby: (i) make such representations and warranties to
         Holders of such Registrable Notes and the underwriters (if any), with
         respect to the business of the Company and the


                                       19



<PAGE>   20

         subsidiaries of the Company as then conducted and the Registration
         Statement, Prospectus and documents, if any, incorporated or deemed to
         be incorporated by reference therein, in each case, as are customarily
         made by issuers to underwriters in underwritten offerings, and confirm
         the same if and when requested; (ii) obtain opinions of counsel to the
         Company and updates thereof (which may be in the form of a reliance
         letter) in form and substance reasonably satisfactory to the managing
         underwriters (if any) and the Holders of a majority in amount of the
         Registrable Notes being sold, addressed to each selling Holder and the
         underwriters (if any) covering the matters customarily covered in
         opinions requested in underwritten offerings and such other matters as
         may be reasonably requested by such underwriters (it being agreed that
         the matters to be covered by such opinion may be subject to customary
         qualifications and exceptions); (iii) obtain "cold comfort" letters and
         updates thereof in form and substance reasonably satisfactory to the
         managing underwriters from the independent certified public accountants
         of the Company (and, if necessary, any other independent certified
         public accountants of any business acquired by the Company for which
         financial statements and financial data are, or are required to be,
         included in the Registration Statement), addressed to each of the
         underwriters, such letters to be in customary form and covering matters
         of the type customarily covered in "cold comfort" letters in connection
         with underwritten offerings and such other matters as reasonably
         requested by such underwriters in accordance with Statement on Auditing
         Standards No. 72; and (iv) if an underwriting agreement is entered
         into, the same shall contain indemnification provisions and procedures
         no less favorable than those set forth in Section 4 hereof (or such
         other provisions and procedures acceptable to Holders of a majority in
         aggregate principal amount of Registrable Notes covered by such
         Registration Statement and the managing underwriters) customary for
         such agreements with respect to all parties to be indemnified pursuant
         to said Section (including, without limitation, such underwriters and
         selling Holders); and in the case of an underwritten registration, the
         above requirements shall be satisfied at each closing under the related
         underwriting agreement or as and to the extent required thereunder;




                                       20



<PAGE>   21

                  (o) if (1) a Shelf Registration is filed pursuant to Section
         2(b) or (2) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2(a) is required to be delivered
         under the Securities Act by any Participating Broker-Dealer who seeks
         to sell Exchange Notes during the Applicable Period, make reasonably
         available for inspection by any selling Holder or Registrable Notes or
         Participating Broker-Dealer, as applicable, who certifies to the
         Company that it has a current intention to sell Registrable Notes
         pursuant to the Shelf Registration, any underwriter participating in
         any such disposition of Registrable Notes, if any, and any attorney,
         accountant or other agent retained by any such selling Holder,
         Participating Broker-Dealer, as the case may be, or underwriter
         (collectively, the "INSPECTORS"), at the offices where normally kept,
         during the Company's normal business hours, all financial and other
         records, pertinent organizational and operational documents and
         properties of the Company and its subsidiaries (collectively, the
         "RECORDS") as shall be reasonably necessary to enable them to exercise
         any applicable due diligence responsibilities, and cause the officers,
         trustees and employees of Equity Office Properties Trust and the
         Company and its subsidiaries to supply all relevant information in each
         case reasonably requested by any such Inspector in connection with such
         Registration Statement; records and information which the Company
         determines, in good faith, to be confidential and any Records and
         information which it notifies the Inspectors are confidential shall not
         be disclosed to any Inspector except where (i) the disclosure of such
         Records or information is necessary to avoid or correct a material
         misstatement or omission in such Registration Statement, (ii) the
         release of such Records or information is ordered pursuant to a
         subpoena or other order from a court of competent jurisdiction or is
         necessary in connection with any action, suit or proceeding or (iii)
         such Records or information previously has been made generally
         available to the public; each selling Holder of such Registrable Notes
         and each such Participating Broker-Dealer will be required to agree in
         writing that Records and information obtained by it as a result of such
         inspections shall be deemed confidential and shall not be used by it as
         the basis for any market transactions in the securities of the Company
         unless and until such is made



                                       21



<PAGE>   22

         generally available to the public through no fault of an Inspector or a
         selling Holder; and each selling Holder of such Registrable Notes and
         each such Participating Broker-Dealer will be required to further agree
         in writing that it will, upon learning that disclosure of such Records
         or information is sought in a court of competent jurisdiction, or in
         connection with any action, suit or proceeding, give notice to the
         Company and allow the Company at its expense to undertake appropriate
         action to prevent disclosure of the Records and information deemed
         confidential;

                  (p) comply with all applicable rules and regulations of the
         SEC so long as any provision of this Agreement shall be applicable and
         make generally available to its security-holders earning statements
         satisfying the provisions of Section 11(a) of the Securities Act and
         Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any 12-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing at the end of any fiscal quarter in
         which Registrable Notes are sold to underwriters in a firm commitment
         or best efforts underwritten offering and (ii) if not sold to
         underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of the Company after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods, provided that the obligations under this paragraph (p) shall
         be satisfied by the timely filing of quarterly and annual reports on
         Forms 10-Q and 10-K under the Exchange Act;

                  (q) upon consummation of an Exchange Offer, if requested by
         the Trustee, obtain an opinion of counsel to the Company addressed to
         the Trustee for the benefit of all Holders of Registrable Notes
         participating in the Exchange Offer, substantially to the effect that
         (i) the Company has duly authorized, executed and delivered the
         Exchange Notes, and (ii) each of the Exchange Notes constitutes a
         legal, valid and binding obligation of the Company, enforceable against
         the Company, in accordance with its respective terms (in each case,
         with customary exceptions);




                                       22


<PAGE>   23

                  (r) if an Exchange Offer is to be consummated, upon delivery
         of the Registrable Notes by Holders to the Company (or to such other
         Person as directed by the Company), in exchange for the Exchange Notes,
         the Company shall mark, or cause to be marked, on such Registrable
         Notes delivered by such Holders that such Registrable Notes are being
         cancelled in exchange for the Exchange Notes; it being understood that
         in no event shall such Registrable Notes be marked as paid or otherwise
         satisfied;

                  (s) cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         NASD;

                  (t) take all other steps necessary to effect the registration
         of the Registrable Notes covered by a Registration Statement
         contemplated hereby;

                  (u) (A) in the case of the Exchange Offer Registration
         Statement (i) include in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution," which section shall be
         reasonably acceptable to the Initial Purchasers or another
         representative of the Participating Broker-Dealers, and which shall
         contain a summary statement of the positions taken or policies made by
         the staff of the SEC with respect to the potential "underwriter" status
         of any broker-dealer that holds Registrable Notes acquired for its own
         account as a result of market-making activities or other trading
         activities (a "PARTICIPATING BROKER-DEALER") and that will be the
         beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
         Exchange Notes to be received by such broker-dealer in the Exchange
         Offer, whether such positions or policies have been publicly
         disseminated by the staff of the SEC or such positions or policies, in
         the reasonable judgment of the Initial Purchasers or such other
         representative, represent the prevailing views of the staff of the SEC,
         including a statement that any such broker-dealer who receives Exchange
         Notes for Registrable Notes pursuant to the Exchange Offer may be
         deemed a statutory underwriter and must deliver a prospectus meeting
         the requirements of the Securities Act in connection



                                       23



<PAGE>   24

         with any resale of such Exchange Notes, (ii) furnish to each
         Participating Broker-Dealer who has delivered to the Company the notice
         referred to in Section 3(e), without charge, as many copies of each
         Prospectus included in the Exchange Offer Registration Statement,
         including any preliminary Prospectus, and any amendment or supplement
         thereto, as such Participating Broker-Dealer may reasonably request
         (the Company hereby consents to the use of the Prospectus forming part
         of the Exchange Offer Registration Statement or any amendment or
         supplement thereto by any Person subject to the prospectus delivery
         requirements of the Securities Act, including all Participating
         Broker-Dealers, in connection with the sale or transfer of the Exchange
         Notes covered by the Prospectus or any amendment or supplement
         thereto), (iii) use its reasonable best efforts to keep the Exchange
         Offer Registration Statement effective and to amend and supplement the
         Prospectus contained therein in order to permit such Prospectus to be
         lawfully delivered by all Persons subject to the prospectus delivery
         requirements of the Securities Act for such period of time as such
         Persons must comply with such requirements under the Securities Act and
         applicable rules and regulations in order to resell the Exchange Notes;
         PROVIDED, HOWEVER, that such period shall not be required to exceed 180
         days (or such longer period if extended pursuant to the last sentence
         of Section 3 hereof) (the "APPLICABLE PERIOD"), and (iv) include in the
         transmittal letter or similar documentation to be executed by an
         exchange offeree in order to participate in the Exchange Offer (x) the
         following provision:

                  "If the exchange offeree is a broker-dealer holding
                  Registrable Notes acquired for its own account as a
                  result of market-making activities or other trading
                  activities, it will deliver a prospectus meeting the
                  requirements of the Securities Act in connection with
                  any resale of Exchange Notes received in respect of
                  such Registrable Notes pursuant to the Exchange
                  Offer";

         and (y) a statement to the effect that by a broker-dealer making the
         acknowledgment described in clause (x) and by delivering a Prospectus
         in connection with the exchange of



                                       24


<PAGE>   25

         Registrable Notes, the broker-dealer will not be deemed to admit that
         it is an underwriter within the meaning of the Securities Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
         the Company agrees to deliver to the Initial Purchasers or to another
         representative of the Participating Broker-Dealers, if reasonably
         requested by an Initial Purchaser or such other representative of
         Participating Broker-Dealers, on behalf of the Participating
         Broker-Dealers upon consummation of the Exchange Offer (i) an opinion
         of counsel in form and substance reasonably satisfactory to such
         Initial Purchaser or such other representative of the Participating
         Broker-Dealers, covering the matters customarily covered in opinions
         requested in connection with Exchange Offer Registration Statements and
         such other matters as may be reasonably requested (it being agreed that
         the matters to be covered by such opinion may be subject to customary
         qualifications and exceptions), (ii) an officers' certificate
         containing certifications substantially similar to those set forth in
         Section 5(c) of the Purchase Agreements and such additional
         certifications as are customarily delivered in a public offering of
         debt securities and (iii) upon the effectiveness of the Exchange Offer
         Registration Statement, comfort letter(s), in each case, in customary
         form if permitted by Statement on Auditing Standards No. 72.

                  The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller as may be required by the staff of the SEC to
be included in a Registration Statement. The Company may exclude from such
registration the Registrable Notes of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Notes of a seller who so fails to furnish such information.

                  In the case of a Shelf Registration Statement, or if
Participating Broker-Dealers who have notified the Company that they will be
utilizing the Prospectus contained in the Exchange Offer Registration Statement
as provided in this Section 3(u)



                                       25



<PAGE>   26

hereof are seeking to sell Exchange Notes and are required to deliver
Prospectuses, each Holder agrees that, upon receipt of any notice from the
Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposition
of Registrable Notes pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof or until it is advised in writing (the "ADVICE") by the
Company that the use of the applicable Prospectus may be resumed, and, if so
directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in such Holder's possession, other than permanent
file copies then in such Holder's possession, of the Prospectus covering such
Registrable Notes or Exchange Notes, as the case may be, current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Notes or Exchange Notes, as the case may be, pursuant
to a Registration Statement, the Company shall use its reasonable best efforts
to file and have declared effective (if an amendment) as soon as practicable
after the resolution of the related matters an amendment or supplement to the
Registration Statement and shall extend the period during which such
Registration Statement is required to be maintained effective and the Prospectus
usable for resales pursuant to this Agreement by the number of days in the
period from and including the date of the giving of such notice to and including
the date when the Company shall have made available to the Holders (x) copies of
the supplemented or amended Prospectus necessary to resume such dispositions or
(y) the Advice.

4.       INDEMNIFICATION AND CONTRIBUTION. (a) In connection with any
Registration Statement, the Company shall indemnify and hold harmless the
Initial Purchasers, each Holder, each underwriter who participates in an
offering of the Registrable Notes, each Participating Broker-Dealer, each
Person, if any, who controls any of such parties within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and each of their
respective directors, officers, employees and agents, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any



                                       26



<PAGE>   27

         untrue statement or alleged untrue statement of a material fact
         contained in any Registration Statement (or any amendment or supplement
         thereto), covering Registrable Notes or Exchange Notes, as applicable,
         or the omission or alleged omission therefrom of a material fact
         required to be stated therein, in the light of the circumstances under
         which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 4(d) hereof) any such settlement is effected
         with the prior written consent of the Company; and

                  (iii) against any and all expenses whatsoever, as incurred
         (including the reasonable fees and disbursements of counsel chosen by
         such Holder, such Participating Broker-Dealer, or any underwriter
         (except to the extent otherwise expressly provided in Section 4(c)
         hereof)), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) of this Section
         4(a);

PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished in writing to the Company by the
Initial Purchasers or such Holder, underwriter or Participating Broker-Dealer
for use in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto).

                  (b) Each of the Initial Purchasers and each Holder,
underwriter or Participating Broken-Dealer agrees, severally and



                                       27



<PAGE>   28

not jointly, to indemnify and hold harmless the Company, Equity Office
Properties Trust and the trustees and officers of Equity Office Properties
Trust, and each Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against any
and all loss, liability, claim, damage and expense whatsoever described in the
indemnity contained in Section 4(a) hereof, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use in
such Registration Statement (or any amendment thereto), or any such Prospectus
(or any amendment or supplement thereto); PROVIDED, HOWEVER, that in the case of
a Shelf Registration Statement, no such Holder shall be liable for any claims
hereunder in excess of the amount of net proceeds received by such Holder from
the sale of Registrable Notes pursuant to such Shelf Registration Statement.

                  (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have under this Section 4 to the extent that it is
not materially prejudiced by such failure as a result thereof, and in any event
shall not relieve it from liability which it may have otherwise on account of
this indemnity agreement. In the case of parties indemnified pursuant to Section
4(a) or (b) above, counsel to the indemnified parties shall be selected by such
parties. An indemnifying party may participate at its own expense in the defense
of such action; provided, however, that counsel to the indemnifying party shall
not (except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for the
fees and expenses of more than one counsel (in addition to local counsel),
separate from their own counsel, for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry



                                       28



<PAGE>   29

of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 4 (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional written release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

                  (d) If at any time an indemnified party shall have validly
requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 4(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

                  (e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unenforceable by an indemnified party
although applicable in accordance with its terms, the Company and the Holders
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company and the Holders, as incurred; PROVIDED, HOWEVER, that no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any Person that was not guilty of
such fraudulent misrepresentation. As between the Company and the Holders, such
parties shall contribute to such aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company,
on the one hand, and the Holders, on the other


                                       29




<PAGE>   30

hand, with respect to the statements or omissions which resulted in such loss,
liability, claim, damage or expense, or action in respect thereof, as well as
any other relevant equitable considerations. The relative fault of the Company,
on the one hand, and of the Holders, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by or on
behalf of the Holders, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Holders of the Registrable Notes
agree that it would not be just and equitable if contribution pursuant to this
Section 4 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the relevant equitable
considerations. For purposes of this Section 4, each Affiliate of a Holder, and
each director, officer and employee and Person, if any, who controls a Holder or
such Affiliate within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act shall have the same rights to contribution as such
Holder, and each trustee and officer of Equity Office Properties Trust and each
Person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.

                  5. PARTICIPATION IN AN UNDERWRITTEN REGISTRATION. No Holder
may participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Notes on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

                  6. SELECTION OF UNDERWRITERS. The Holders of Registrable Notes
covered by the Shelf Registration Statement who desire to do so may sell the
Securities covered by such Shelf Registration in an underwritten offering,
subject to the provisions of Section 3(m) hereof. In any such underwritten
offering, the underwriter or underwriters and manager or managers that will



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<PAGE>   31

administer the offering will be selected by the Holders of a majority in
aggregate principal amount, as applicable, of the Registrable Notes included in
such offering; PROVIDED, HOWEVER, that such underwriters and managers must be
reasonably satisfactory to the Company.

                  7.       MISCELLANEOUS.

                  (a)      RULE 144 AND RULE 144A. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the Exchange Act
and any Registrable Notes remain outstanding, the Company will file the reports
required to be filed by it under the Securities Act and Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by the SEC thereunder;
PROVIDED, HOWEVER, that if the Company ceases to be so required to file such
reports, it will, upon the request of any Holder of Registrable Notes (a) make
publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Notes without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144 under the Securities Act, as such rule may
be amended from time to time, (ii) Rule 144A under the Securities Act, as such
rule may be amended from time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC. Upon the request of any Holder of Registrable
Notes, the Company will deliver to such Holder a written statement as to whether
it has complied with such requirements.

                  (b)      NO INCONSISTENT AGREEMENTS. The Company has not
entered into, nor will the Company on or after the date of this Agreement enter
into, any agreement which is inconsistent with the rights granted to the Holders
of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.



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<PAGE>   32

                  (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority in aggregate principal amount of the outstanding Registrable Notes
affected by such amendment, modification, supplement, waiver or departure;
PROVIDED that no amendment, modification or supplement or waiver or consent to
the departure with respect to the provisions of Section 4 hereof shall be
effective as against any Holder of Registrable Notes unless consented to in
writing by such Holder of Registrable Notes. Notwithstanding the foregoing
sentence, (i) this Agreement may be amended, without the consent of any Holder
of Registrable Notes, by written agreement signed by the Company and the Initial
Purchasers, to cure any ambiguity, correct or supplement any provision of this
Agreement that may be inconsistent with any other provision of this Agreement or
to make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with other provisions of this
Agreement, (ii) this Agreement may be amended, modified or supplemented, and
waivers and consents to departures from the provisions hereof may be given, by
written agreement signed by the Company and the Initial Purchasers to the extent
that any such amendment, modification, supplement, waiver or consent is, in
their reasonable judgment, necessary or appropriate to comply with applicable
law (including any interpretation of the Staff of the SEC) or any change therein
and (iii) to the extent any provision of this Agreement relates to an Initial
Purchaser, such provision may be amended, modified or supplemented, and waivers
or consents to departures from such provisions may be given, by written
agreement signed by such Initial Purchaser and the Company.

                  (d) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 7(d), which address initially is, with respect to each Initial
Purchaser, the address set forth in the Purchase Agreements; and (ii) if to the
Company, initially at the



                                       32



<PAGE>   33

Company's address set forth in the Purchase Agreements and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 7(d).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchasers, including, without limitation and without the need for an
express assignment, subsequent Holders; PROVIDED, HOWEVER, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase Agreements or the
Indenture. If any transferee of any Holder shall acquire Registrable Notes, in
any manner, whether by operation of law or otherwise, such Registrable Notes
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Notes, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.

                  (f) THIRD PARTY BENEFICIARIES. Each Holder and any
Participating Broker-Dealer shall be third party beneficiaries of the agreements
made hereunder between the Initial Purchasers and the Company, and the Initial
Purchasers shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.

                  (g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to



                                       33



<PAGE>   34

be an original and all of which taken together shall constitute one and the same
agreement.

                  (h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY,
IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                  (j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Company or its
Affiliates shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.





                                       34


<PAGE>   35


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                        EOP OPERATING LIMITED PARTNERSHIP

                                        By: Equity Office Properties Trust,
                                              as Managing General Partner



                                        By: /s/ Stanley M. Stevens
                                            ------------------------------------
                                            Name: Stanley M. Stevens
                                            Title:  Executive Vice President
                                                    and Chief Legal Counsel

Confirmed and accepted as of
    the date first above
    written:


MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
    INCORPORATED
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
SALOMON BROTHERS INC
UBS SECURITIES LLC
BANCAMERICA ROBERTSON STEPHENS

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
    INCORPORATED

    For itself and as Representative of the
    several Initial Purchasers



By:             John Campo
    ---------------------------------------
    Authorized Signatory




                                       35