Exhibit 10.2


 


MASTER AMENDMENT TO

OTHER SECURITIES TERM SHEETS AND JOINDERS

TO OPERATING PARTNERSHIP AGREEMENT OF

ERP OPERATING LIMITED PARTNERSHIP


 


THIS
MASTER AMENDMENT (this “Amendment”) is made effective as of the 19 day of
December, 2003.


 


WHEREAS,
the undersigned General Partner has the authority and desires to effect an
amendment to the Other Securities Term Sheet and Joinder to Operating
Partnership Agreement for each of the following series of authorized, issued
and outstanding as well as authorized but unissued Preference Units of ERP
Operating Limited Partnership:  (i)
9-1/8% Series B Cumulative Redeemable Preference Units; (ii) 9-1/8% Series C
Cumulative Redeemable Preference Units; (iii) 8.60% Series D Cumulative
Redeemable Preference Units; (iv) Series E Cumulative Redeemable Preference
Units; (v) Series K Cumulative Redeemable Preference Units; (vi) 8.00% Series M
Cumulative Redeemable Preference Units; (vii) 8.50% Series M-1 Cumulative
Redeemable Preference Units; (viii) 8.375% Series M-2 Cumulative Redeemable
Preference Units; (ix) 8.50% Series M-3 Cumulative Redeemable Preference Units;
(x) 7.875% Series M-5 Cumulative Redeemable Preference Units; (xii) 7.625%
Series M-5 Convertible Cumulative Redeemable Preference Units; (xiii) 7.625%
Series M-6 Convertible Cumulative Redeemable Preference Units; (xiv) 7.625%
Series M-7 Convertible Cumulative Redeemable Preference Units; and (xv) 6.48%
Series N Cumulative Redeemable Preference Units (collectively, the “Term
Sheets”); and


 


WHEREAS,
terms used in this Amendment have the meanings given them in the Fifth Amended
and Restated ERP Operating Limited Partnership Agreement of Limited
Partnership, dated as of August 1, 1998 (including, without limitation,
the Term Sheets which are a part of such Agreement);


 


NOW,
THEREFORE, the Term Sheets are amended as follows:


 


1.                                      The following
words are added to the end of the second full paragraph of each of the Term
Sheets after the word “Shares” but within the parentheses in which such word
appears:


 


“or ‘Preferred Shares’”.


 


2.                                      The following
words are added within the first set of parentheses in Section (A) (1) of
each of the Term Sheets after the word “Units” but within the parentheses in
which such word appears:


 


“or ‘Preference Units’”.


 

















 


3.                                      The first sentence
of Section (A) (6), “Redemption of Preferred Shares”, of each of the Term
Sheets is hereby deleted and the following sentences are hereby substituted
therefor:


 


“On or after the date upon which the Company first becomes permitted to
call the Preferred Shares for redemption, in accordance with the provisions of
its Amended and Restated Declaration of Trust (inclusive of any applicable
Articles Supplementary, the “Declaration of Trust”), the Partnership may redeem
the Preference Units.  The Partnership’s
redemption of the Preference Units will be made on the same terms and
provisions as are provided for the Company’s redemption of the Preferred Shares
in the Declaration of Trust, except that any provision requiring the issuance
of a press release, if applicable, shall not apply to the Partnership pursuant
to this Section (A) (6).


 


4.                                      After giving
effect to this Amendment, each of the Term Sheets remains in full force and
effect.


 


IN
WITNESS WHEREOF, this amendment has been executed and
delivered to be effective as of the date first set forth above.


 


	
   

  	
  ERP OPERATING LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Equity Residential, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Bruce C.
  Strohm

  	
   

  
	
   

  	
   

  	
  Name:

  Title:

  	
  Bruce C. Strohm

  EVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  	
   

  
	
   

  	
  EQUITY RESIDENTIAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/

  	
  Bruce C. Strohm

  	
   

  
	
   

  	
  Name:

  Title:

  	
  Bruce C. Strohm

  EVP

  
									



 


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