Exhibit 1
ERP OPERATING LIMITED PARTNERSHIP
(an Illinois limited partnership)
$300,000,000 6.95% Notes due March 2, 2011
TERMS AGREEMENT
Dated: February 27, 2001
To: ERP Operating Limited Partnership
c/o Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Attention: David J. Neithercut
Ladies and Gentlemen:
We (the "Representatives") understand that ERP Operating Limited
Partnership, an Illinois limited partnership ("ERP"), proposes to issue and sell
$300,000,000 aggregate principal amount of 6.95% Notes due March 2, 2011 (the
"Underwritten Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, the Underwriters named below (the
"Underwriters") severally, and not jointly, agree to purchase the respective
amounts of the Underwritten Securities set forth below opposite their respective
names, at the purchase price set forth below.
Principal Amount of
Underwriter Underwritten Securities
----------- -----------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................... $ 112,500,000
Chase Securities Inc...................... 112,500,000
Banc of America Securities LLC............ 37,500,000
Salomon Smith Barney Inc. ................ 37,500,000
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Total............................ $ 300,000,000
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The Underwritten Securities shall have the following terms:
TITLE: 6.95% Notes due March 2, 2011
PRINCIPAL AMOUNT TO BE ISSUED: $300,000,000
CURRENCY: U.S. Dollars
CURRENT RATINGS: A3 by Moody's Investors Services, Inc.
BBB+ by Standard & Poor's Ratings Services
FORM: Registered book-entry form
INITIAL PRICE TO PUBLIC: 99.772% of the principal amount of the
Underwritten Securities plus accrued interest,
if any, from March 2, 2001
PURCHASE PRICE: 99.122% of the principal amount of the
Underwritten Securities
SETTLEMENT DATE, TIME March 2, 2001, at 9:00 a.m. New York City
AND PLACE: time at the offices of Piper Marbury Rudnick &
Wolfe, 203 North LaSalle Street, Suite 1800,
Chicago, Illinois 60601 for the delivery of
documents; delivery of funds on March 2, 2001,
in accordance with DTC procedures for the
Underwritten Securities
STATED MATURITY DATE: March 2, 2011
INTEREST RATE: 6.95%
INTEREST PAYMENT DATES: Interest on the Notes will be payable semi-
annually in arrears, on March 2 and
September 2 of each year, beginning
September 2, 2001
ADDITIONAL CO-MANAGERS, Chase Securities Inc., Banc of America
IF ANY: Securities LLC and Salomon Smith Barney Inc.
REDEMPTION: ERP may redeem the Underwritten Securities,
at any time, in whole or, from time to time,
in part, at the election of ERP, at a
redemption price equal to the sum of (i) the
principal amount of the Underwritten
Securities being redeemed plus accrued
interest thereon to the redemption date and
(ii) the Make-Whole Amount (as defined in the
Prospectus), if any, with respect to such
Underwritten Securities (collectively, the
"Redemption Price"). Notice of any optional
redemption of any Underwritten Securities will
be given to holders at their addresses, as
shown in the Security Register, not more than
60 nor less than 30 days prior to the date
fixed for redemption. The notice of redemption
will specify, among other items, the
Redemption Price and the principal amount
of the Underwritten Securities held by such
persons to be redeemed.
DELAYED CONTRACTS: Not authorized
OTHER: ERP is required to maintain Total Unencumbered
Assets (as defined in the Prospectus) of not
less than 150% of the aggregate outstanding
principal amount of the Unsecured Debt
(as defined in the Prospectus) of ERP.
All the provisions contained in the document attached as ANNEX A
hereto entitled "ERP Operating Limited Partnership--Debt Securities--Standard
Underwriting Provisions" are hereby incorporated by reference in their entirety
herein and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms defined in
such document are used herein as therein defined.
-2-
Please accept this offer no later than 6:00 P.M. (New York City time)
on February 27, 2001, by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ John C. Brady
------------------
Name: John C. Brady
Title: Managing Director
Acting on behalf of itself and the
other named Underwriters.
Accepted:
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
not individually but as General Partner
By: /s/ David J. Neithercut
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Name: David J. Neithercut
Title: Executive Vice-President
Chief Financial Officer