exv4w5



 





Exhibit 4.5




NEW TRUSTEE APPOINTMENT AGREEMENT




     This AGREEMENT, dated as of June 10, 2004 (this “Agreement”), is made and
entered into by and among EOP Operating Limited Partnership, a Delaware limited
partnership (“EOP Partnership”), Equity Office Properties Trust, a Maryland
real estate investment trust and the general partner of EOP Partnership
(“Equity Office”), and BNY Midwest Trust Company, an Illinois trust company, as
trustee (the “Additional Trustee”).



     WHEREAS, EOP Partnership and Equity Office are parties to that certain
Indenture dated as of August 29, 2000, as supplemented by the First
Supplemental Indenture dated as of June 18, 2001 (collectively, the
“Indenture”), with U.S. Bank National Association (formerly known as U.S. Bank
Trust National Association), as trustee (the “Original Trustee”) governing
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the “Securities”), in such principal amount or amounts as may from
time to time be authorized by or pursuant to the authority granted in one or
more resolutions of the Board of Trustees of Equity Office, in its capacity as
the general partner of EOP Partnership and guarantor of some or all of the
Securities as to payment of principal, premium, if any, and interest;



     WHEREAS, EOP Partnership has issued Securities pursuant to the Indenture
and proposes to issue additional series of Securities from time to time;



     WHEREAS, Section 607 of the Indenture provides, among other things, that
there shall at all times be a Trustee for the Securities which is eligible to
act as a trustee in accordance with Section 310(a)(1) of the Trust Indenture
Act of 1939, as amended (the “TIA”), and has a combined capital and surplus of
at least $50,000,000;



     WHEREAS, Section 301 of the Indenture provides, among other things, that
EOP Partnership may appoint a trustee other than the Original Trustee to act as
trustee for such series of Securities as EOP Partnership may issue from time to
time, provided that such other trustee agree in writing to act as trustee with
respect to said series of Securities; and



     WHEREAS, EOP Partnership desires to establish up to an aggregate principal
amount of $500,000,000 of a series of Securities to be titled “EOP Operating
Partnership InterNotes,” which notes will be guaranteed by Equity Office and
may be issued from time to time (the “Notes”), and EOP Partnership and Equity
Office desire to appoint the Additional Trustee to act as trustee solely in
respect of the Notes under the Indenture in accordance with Section 301 of the
Indenture.



 









 





     NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt whereof is hereby acknowledged, and in order to
provide for the appointment of, and to secure the agreement of, the Additional
Trustee to act as Trustee for the Notes, EOP Partnership and Equity Office, for
themselves and their successors, do hereby covenant and agree to and with the
Additional Trustee and its successors in said trust, for the benefit of those
who shall hold the Notes, or any of them, as follows:




	1.	 	APPOINTMENT OF ADDITIONAL TRUSTEE






	1.1.	 	Appointment.





                EOP Partnership and Equity Office hereby appoint the Additional Trustee as
Trustee for the Notes. The Additional Trustee hereby accepts the foregoing
appointment, and agrees to act as Trustee for the Notes and as agent for the
foregoing purposes, and, as such, agrees to be bound by the terms and
provisions of, the Indenture. Nothing therein or in this Agreement shall
constitute the Additional Trustee and any other Trustees for series of
Securities issued pursuant to the Indenture co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts under the
Indenture separate and apart from any trust or trusts under the Indenture
administered by any other such Trustee. The parties acknowledge that the
Original Trustee shall continue as Trustee under the Indenture for all
outstanding Securities other than the Notes.




	1.2.	 	Entitled to the Benefits of the Indenture.





                The Additional Trustee shall be entitled to all of the rights, privileges,
protections, immunities and benefits given to the Original Trustee in the
Indenture.




	1.3.	 	Qualification under the Trust Indenture Act of 1939





                The Additional Trustee represents that it is eligible to act as a trustee
in accordance with Section 310(a)(1) of the TIA and has a combined capital and
surplus of at least $50,000,000 as of the date of this agreement.




	2.	 	THE INDENTURE






	2.1.	 	Construction.





       The Indenture is in all respects ratified and confirmed, and the
Indenture, and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.



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	2.2.	 	Conflict with the Indenture.





       If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Agreement by any of
the provisions of the TIA, such required provision shall control.




	3.	 	MISCELLANEOUS






	3.1.	 	Validity of the Notes





                In case any provision in this Agreement or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.




	3.2.	 	Persons Entitled to Benefits under this Agreement





                Nothing in this Agreement, expressed or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the Holders
of the Notes, any benefit or any legal or equitable right, remedy or claim
under this Agreement.




	3.3.	 	Governing Law





                This Agreement shall be deemed to be a contract made under the laws of the
State of New York and this Agreement for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.




	3.4.	 	Defined Terms





                All terms used in this Agreement not otherwise defined herein that are
defined in the Indenture shall have the meanings set forth therein.




	3.5.	 	Corporate Trust Office





                For the purposes of the Indenture, the Corporate Trust Office of the
Additional Trustee at the date of execution of this Agreement is located at 2
N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (attention: Corporate
Trust Administration, telecopy number 312-827-8542) and at the Trustee’s
designated office in New York, New York, which address at the date of execution
of this Agreement is BNY Midwest Trust Company, c/o The Bank of New York,
Corporate Trust Operations, 101 Barclay Street, 7 East, New York, New York
10286.



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	3.6.	 	Counterparts





                This Agreement may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument



[SIGNATURE PAGE APPEARS NEXT]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	EOP OPERATING LIMITED PARTNERSHIP
	

	 	 	 	 	 	 
	

	 	By:	 	Equity Office Properties Trust,

its general partner	 	 







	 	 	 	 	 
	 	By:  	/s/ Marsha C. Williams
 	 
	 	Name:  	      Marsha C. Williams 	 
	 	Title:  	      Executive Vice

      President and Chief

      Financial Officer 	 



	 	 	 	 	 
	 	EQUITY OFFICE PROPERTIES

TRUST	 
	 
	 	By:  	/s/ Marsha C. Williams
 	 
	 	 	Name:  	Marsha C. Williams 	 
	 	 	Title:  	Executive Vice President

and Chief Financial

Officer 	 



	 	 	 	 	 
	 	BNY MIDWEST TRUST

COMPANY	 
	 
	 	By:  	/s/ M. Callahan
 	 
	 	 	Name:  	M. Callahan 	 
	 	 	Title:  	Assistant Vice President 	 



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