EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
Common Shares of Beneficial Interest (Par Value $.01 Per Share)
TERMS AGREEMENT
Dated: January 21, 1998
To: Equity Residential Properties Trust
ERP Operating Limited Partnership
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We understand that Equity Residential Properties Trust ("EQR" or the
"Company") proposes to issue and sell Common Shares of Beneficial Interest
(the "Common Shares" or "Underwritten Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, each of Prudential
Securities Incorporated and J.P. Morgan Securities Inc. (collectively, the
"Underwriters") offers to purchase the number of Underwritten Securities (as
defined in the Standard Underwriting Provisions referred to below) set forth
opposite their name below at the purchase price per Common Share set forth
below.
The Underwritten Securities shall have the following terms:
Common Shares
TITLE OF SECURITIES: Common Shares of Beneficial Interest
NUMBER OF UNDERWRITTEN SECURITIES:
Underwriter Number of Common Shares
----------- -----------------------
Prudential Securities Incorporated 2,000,000
J. P. Morgan Securities Inc. 2,000,000
---------
Total 4,000,000
---------
---------
PAR VALUE: $.01 per Common Share.
PURCHASE PRICE PER COMMON SHARE: $47.7875, PROVIDED that the purchase price
per Common Share for Common Shares to be offered and sold in increments of
10,000 or more Common Shares to a single purchaser will be $49.4275 per Common
Share.
PUBLIC OFFERING PRICE PER COMMON SHARE: $50.4375
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE PURCHASED BY THE UNDERWRITERS:
600,000
DELAYED DELIVERY CONTRACTS: Not authorized.
ADDITIONAL CO-MANAGERS, IF ANY: None.
OTHER TERMS: In addition to the covenants set forth in Section 3 of the
Standard Underwriting Provisions (as defined below), each of EQR and ERP
covenant with you (i) to apply the net proceeds from the sale of the
Underwritten Securities as set forth under "Use of Proceeds" in the
Prospectus Supplement; and (ii) EQR will not, directly or indirectly, offer,
sell, offer to sell, grant any option to purchase, or otherwise sell or
dispose (or announce any offer, sale, offer of sale, grant of any option to
purchase or other sale or disposition) of any Common Shares (except for
issuances by EQR pursuant to this Terms Agreement and except for Common
Shares or OP Units issued pursuant to reservations, multifamily property
acquisition agreements, employee benefit plans, EQR's Distribution
Reinvestment and Share Purchase Plan, employee and trustee share options
plans, private placements of Common Shares or OP Units, public offerings of
Common Shares to unit investment trusts or pursuant to the terms of
convertible securities of EQR or ERP outstanding on the date hereof) for a
period of 30 days from the date hereof without the prior written consent of
Prudential Securities Incorporated on behalf of the Underwriters.
In addition, the representation set forth in Section 1(a)(xxiv) of the
Standard Underwriting Provisions shall be amended to add the following
language: "Neither EQR nor ERP has, directly or indirectly, taken any action
designed to cause or result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of
the price of any security of EQR or ERP to facilitate the sale or resale of
the Underwritten Securities."
CLOSING DATE AND LOCATION: January 27, 1998, Rosenberg & Liebentritt, P.C.,
Two North Riverside Plaza, Suite 1600, Chicago, Illinois 60606.
All the provisions contained in the document attached as ANNEX A hereto
entitled "Equity Residential Properties Trust (a Maryland real estate
investment trust) -- Common Shares of Beneficial Interest, Preferred Shares
of Beneficial Interest and Depositary Shares -- Standard Underwriting
Provisions," dated May 16, 1997 (the "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.
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Please accept this offer no later than 5:30 p.m. (New York City time) on
January 21, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
PRUDENTIAL SECURITIES INCORPORATED
J.P. MORGAN SECURITIES INC.
By: Prudential Securities Incorporated
By: /s/ Jean-Claude Canfin
-------------------------------------
Name: Jean-Claude Canfin
Title: Managing Director
On behalf of itself and the other Underwriter.
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP Operating
Limited Partnership
By: /s/ David J. Neithercut
----------------------------------
Name: David J. Neithercut
Title: Executive Vice President
Chief Financial Officer
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