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: Bruce C. Strohm

  
	
   

  	
   

  	
  Title: EVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  
	
   

  	
  EQUITY RESIDENTIAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bruce C. Strohm

  	
   

  
	
   

  	
  Name: Bruce C. Strohm

  
	
   

  	
  Title: EVP

  
							



 


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