This document is a copy of the Form 8-K
pursuant to a rule 201 temporary hardship exemption
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 1997
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
MARYLAND 0-24920 36-3894853
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 474-1300
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 23, 1997, 32 limited partners of Evans
Withycombe Residential, L.P., a Delaware limited
partnership ("EWRLP"), who collectively own 99.3% or
24,811,438 of the 24,978,056 units of limited partnership
interest in EWRLP ("EWRLP Units") outstanding as of
December 23, 1997 consented to: (a) the contribution of all
of the assets (subject to its liabilities) of EWRLP in
exchange for units of limited partnership interest in ERP
Operating Limited Partnership, an Illinois limited
partnership ("ERP"), (the "Asset Contribution") pursuant to
that certain Asset Contribution Agreement dated August 27,
1997, by and between ERP and EWRLP (the "Asset Contribution
Agreement"); (b) an amendment to the EWRLP Partnership
Agreement dated August 14, 1997 (the "EWRLP Partnership
Agreement"), which among other things, (i) allows Equity
Residential Properties Trust, a Maryland real estate
investment trust ("EQR") and ERP to serve as co-general
partners of EWRLP, (ii) reduces each outstanding EWRLP Unit
equal to the number of EWRLP Units so exchanged multiplied
by 0.5, (iii) eliminates certain restrictions that the
EWRLP Partnership Agreement would place upon EQR and ERP as
co-general partners of EWRLP, (iv) permits the Asset
Contribution, (v) permits the liquidation of EWRLP upon the
terms contained in the Asset Contribution Agreement and
(vi) ratifies the revocation of an amendment adopted on
June 18, 1997, by Evans Withycombe Residential, Inc., a
Maryland real estate investment trust, in its then capacity
as general partner of EWRLP, to Section 11.2 of the EWRLP
Partnership Agreement.
Also on such date, 31 limited partners of EWRLP
contributed an aggregate of 4,234,218 EWRLP Units to ERP in
exchange for an aggregate of 2,117,109 units of limited
partnership interests of ERP. In addition, Section 9.6 of
the Fourth Amended and Restated Agreement of ERP was
amended to permit EQR and ERP to serve as general partners
of EWRLP. As a result of the foregoing transactions and
the merger of Evans Withycombe Residential, Inc., a
Maryland real estate investment trust, into EQR, EQR and
ERP own 80.0% and 19.3% of the outstanding limited
partnership interests of EWRLP, respectively.
Additionally, EQR and ERP each own 50.0% of the general
partnership interests of EWRLP.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Incorporated by reference to ERP's Consent
Solicitation/Prospectus/Information Statement dated
November 24, 1997 which was part of ERP's
registration statement on Form S-4 (SEC File 333-
36053).
(B) PRO FORMA FINANCIAL INFORMATION
Not applicable as the pro forma financial
statements have been previously reported.
(C) EXHIBITS
2.1 Asset Contribution Agreement, dated August 27,
1997, by and between ERP Operating Limited
Partnership and Evans Withycombe Residential, L.P.
(incorporated by reference to Appendix A of ERP's
Consent Solicitation/Prospectus/Information
Statement dated November 24, 1997 relating to the
consent solicitation of EWRLP's limited partners
and the information statement furnished to ERP's
limited partners which was part of ERP's
registration statement on Form S-4 (SEC File No.
333-36053).
4.1 Amendment No. 1 to Amended and Restated Agreement
of Limited Partnership of Evans Withycombe
Residential, L.P. dated December 23, 1997, by and
among Equity Residential Properties Trust, ERP
Operating Limited Partnership, Evans Withycombe
Residential, Inc. and Evans Withycombe Residential,
L.P.
4.2 Amendment to Fourth Amended and Restated Agreement
of Limited Partnership for ERP Operating Limited
Partnership, dated December 23, 1997, by and
between Equity Residential Properties Trust and ERP
Operating Limited Partnership.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its General Partner
By: /s/ Shelley L. Dunck
Shelley L. Dunck, Vice President
Dated: December 23, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
2.1 Asset Contribution Agreement, dated August 27, 1997, by and
between ERP Operating Limited Partnership and Evans
Withycombe Residential, L.P. (incorporated by reference to
Appendix A of ERP's Consent
Solicitation/Prospectus/Information Statement dated November
24, 1997 relating to the consent solicitation of EWRLP's
limited partners and the information statement furnished to
ERP's limited partners which was part of ERP's registration
statement on Form S-4 (SEC File No. 333-36053).
4.1 Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership of Evans Withycombe Residential, L.P. dated
December 23, 1997, by and among Equity Residential
Properties Trust, ERP Operating Limited Partnership, Evans
Withycombe Residential, Inc. and Evans Withycombe
Residential, L.P.
4.2 Amendment to Fourth Amended and Restated Agreement of
Limited Partnership for ERP Operating Limited Partnership,
dated December 23, 1997, by and between Equity Residential
Properties Trust and ERP Operating Limited Partnership.
AMENDMENT NO. 1 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
EVANS WITHYCOMBE RESIDENTIAL, L.P.
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF EVANS WITHYCOMBE RESIDENTIAL, L.P. (this "Amendment"),
effective as of the Effective Time (as defined in the Agreement and Plan of
Merger dated as of August 27, 1997 ("Merger Agreement") between Equity
Residential Properties Trust and Evans Withycombe Residential, Inc.).
R E C I T A L S:
A. Evans Withycombe Residential, L.P., a Delaware limited
partnership (the "Partnership"), is governed by that certain Amended and
Restated Agreement of Limited Partnership of Evans Withycombe Residential,
L.P. dated as of August 17, 1994 (the "Agreement").
B. Evans Withycombe Residential, Inc., a Maryland corporation
("EWR") and the general partner of the Partnership, and Equity Residential
Properties Trust, a Maryland real estate investment ("EQR"), have merged
pursuant to the Merger Agreement (the "Merger").
C. Pursuant to the Merger Agreement, the limited partners of the
Partnership have approved the contribution of all the assets of the
Partnership, subject to its liabilities, to ERP Operating Partnership, an
Illinois limited partnership, on the terms and conditions provided for in
the Merger Agreement (the "Asset Contribution").
D. In connection with the Merger and the Asset Contribution, the
limited partners of the Partnership desire to amend the Agreement as
hereinafter set forth.
E. The limited partners of the Partnership further desire to ratify
and confirm the decision of the Board of Directors of Evans Withycombe
Residential, Inc., in its capacity as general partner of the Partnership,
not to present for consideration by the limited partners of the Partnership
that certain proposed Amendment to the Agreement dated as of June 18, 1997
(the "11.2 Amendment").
A G R E E M E N T S:
1. AMENDMENTS TO ARTICLE 1: PROVISIONS RELATING TO DEFINED TERMS.
(a) Article 1 of the Partnership Agreement is hereby amended by
adding thereto the following definitions:
"ASSET CONTRIBUTION AGREEMENT" means the Asset Contribution
Agreement dated August 27, 1997 between the Partnership and ERP.
"EFFECTIVE TIME" means the time the State Department of
Assessments and Taxation of Maryland accepts for record the Articles
of Merger between EQR and Evans Withycombe Residential, Inc.
"EQR" means Equity Residential Properties Trust, a Maryland real
estate investment trust, as successor by merger to Evans Withycombe
Residential, Inc., a Maryland corporation.
"ERP" means ERP Operating Limited Partnership, an Illinois
limited partnership of which EQR is the general partner.
"ERP COMMON UNITS" mean units of common partnership interest in
ERP.
"ERP UNITS" mean units of partnership interest in ERP.
(b) The definitions of "Option Plans", "Partnership Record Date"
and "Value" are hereby amended to change the references therein to
"General Partner" to "EQR".
(c) The definition of "Common Shares" is hereby amended to read
as follows:
"`COMMON SHARES' mean common shares of beneficial interest, $.01
par value per share, of EQR."
(d) The definition of "General Partner" is hereby amended to
read as follows:
"`GENERAL PARTNER' means EQR and ERP, as co-general partners, and
their respective successors as co-general partners of the
Partnership."
(e) The definition of "Transaction" in Article I is hereby
deleted.
(f) The definition of "Unit Adjustment Factor" is hereby amended
to read as follows:
"`UNIT ADJUSTMENT FACTOR' means 1.00 until the Effective Time and
from and after the Effective Time 0.50; PROVIDED that in the event
that EQR (a) declares or pays a dividend on its outstanding Common
Shares in Common Shares or makes a distribution to all holders of its
outstanding Common Shares in Common Shares, (b) subdivides its
outstanding Common Shares or (c) combines its outstanding Common
Shares into a smaller number of Common Shares, the Unit Adjustment
Factor shall be adjusted by multiplying the Unit Adjustment Factor by
a fraction, the numerator of which shall be the number of Common
Shares issued and outstanding on the record date (assuming for such
purpose that such dividend, distribution, subdivision or combination
has occurred as of such time), and the denominator of which shall be
the actual number of Common Shares (determined without the above
assumption) issued and outstanding on the record date for such
dividend, contribution, subdivision or combination. In addition,
while Section 7.5 hereof provides that EQR shall not directly or
indirectly enter into or conduct any business except as permitted in
said Section, if an event were to occur that would significantly
affect the economic relationship between a Partnership Unit and a
Common Share, the Unit Adjustment Factor shall also be appropriately
adjusted. Any such adjustment to the Unit Adjustment Factor shall be
determined by the Board of Trustees of EQR, whose determination as to
whether an adjustment is necessary and the amount of such adjustment
shall be conclusive absent manifest error. Any adjustment to the Unit
Adjustment Factor shall become effective immediately after the
effective date of such event retroactive to the record date, if any,
for such event."
2. CHANGE OF PRINCIPAL OFFICE. The second sentence of Section 2.3
of the Agreement is hereby amended to read as follows:
"The principal office of the Partnership is located at Two North
Riverside Plaza, Suite 400, Chicago, Illinois 60606, or such other
place as the General Partner may from time to time designate by notice
to the Limited Partners."
3. AMENDMENTS TO CHANGE REFERENCES FROM GENERAL PARTNER TO EQR. The
following Sections of the Agreement are hereby amended to change
references therein to "General Partner" to references to "EQR".
(a) Section 3.1;
(b) Section 3.2;
(c) Section 4.2(e) (renumbered pursuant to this Amendment as
Section 4.2(b);
(d) the last sentence of Section 4.5;
(e) Section 7.1(a)(1);
(f) the penultimate sentence of Section 7.7(a);
(g) Section 8.3(a);
(h) Section 9.3;
(i) Section 10.3; and
(j) Section 14.1(b)(6).
4. GENERAL PARTNERSHIP INTERESTS. The last sentence of
Section 4.1(a) is hereby amended to read as follows:
"A number of Partnership Units held by EQR equal to one percent
(1%) of all outstanding Partnership Units shall be deemed to be a
General Partnership Interest and a number of Partnership Units
held by ERP equal to one percent (1%) of all outstanding
Partnership Units shall be deemed to be a General Partnership
Interest."
5. DELETION OF REQUIREMENT TO CONTRIBUTE FUNDS. Section 4.1(b)(2)
of the Agreement is hereby deleted in its entirety.
6. EQR'S SHARES NOT EQUATED TO PARTNERSHIP UNITS. Sections 4.2(b),
4.2(c) and 4.2(d) of the Agreement are hereby deleted in their entirety
and paragraph (e) of Section 4.2 is hereby redesignated as paragraph
(b) of Section 4.2.
7. DISTRIBUTION OF ERP COMMON UNITS IN LIQUIDATION. The Agreement
is hereby amended by adding thereto a new Section 5.5, which shall read as
follows:
"5.5 DISTRIBUTION OF ERP COMMON UNITS. Notwithstanding anything
to the contrary in this Agreement, the ERP Common Units which may be
received by the Partnership pursuant to the Asset Contribution
Agreement may be distributed to the Partners in liquidation of the
Partnership on the basis of one ERP Common Unit for each Partnership
Unit then outstanding."
8. CONFORMING AMENDMENT. The proviso at the end of Section
7.1(a)(3) is hereby amended to read as follows:
"provided, further, that the sale of all or substantially all of
the assets of the Partnership shall require the Consent of a
majority of the Percentage Interests of the Limited Partnership
Interests (including Limited Partnership Interests held by the
General Partner)."
9. SALE OF ALL ASSETS PERMITTED. Section 7.2(a) of the Agreement is
hereby amended to read as follows:
"(a) take any action which would make it impossible to carry on
the ordinary business of the Partnership, except as otherwise provided
in this Agreement (it being understood and agreed that, subject to
Section 7.1(a)(3), a sale of any or all of the assets of the
Partnership, for example, would be an ordinary part of the
Partnership's business and affairs and is specifically permitted
hereby);"
10. OUTSIDE ACTIVITIES OF EQR. Section 7.5 of the Agreement is
hereby deleted in its entirety and the following is substituted in
lieu thereof:
"Section 7.5 INTENTIONALLY OMITTED."
11. ASSET CONTRIBUTION AGREEMENT PERMITTED. Section 7.6(c) of the
Agreement is hereby amended to read as follows:
"(c) CONTRACT WITH GENERAL PARTNER. Except as expressly
permitted by this Agreement and except as contemplated by the Asset
Contribution Agreement, neither the General Partner nor any of its
Affiliates shall sell, transfer or convey any property to, or purchase
any property from, the Partnership, directly or indirectly, except
pursuant to transactions that are on terms that are fair and
reasonable and no less favorable to the Partnership than would be
obtained from an unaffiliated third party in connection therewith."
12. ACTION TO MAINTAIN REIT STATUS OF EQR. Section 7.9(d) of the
Agreement is hereby amended to read as follows:
"(d) ACTIONS TO MAINTAIN REIT STATUS OR AVOID TAXATION OF EQR.
Notwithstanding any other provisions of this Agreement or the Act, any
action of the General Partner on behalf of the Partnership or any
decision of the General Partner to refrain from acting on behalf of
the Partnership, undertaken in the good faith belief that such action
or omission is necessary or advisable in order (i) to protect the
ability of EQR to continue to qualify as a REIT or (ii) to avoid the
incurrence of any taxes by EQR under Section 857 or Section 4981 of
the Code, is expressly authorized under this Agreement and is deemed
approved by all of the Limited Partners."
13. TITLE TO PARTNERSHIP ASSETS TRANSFERRED TO ERP PURSUANT TO ASSET
CONTRIBUTION AGREEMENT. The third sentence of Section 7.10 of the
Agreement is hereby amended to read as follows:
"The General Partner hereby declares and warrants that, except
for Partnership assets contributed to ERP pursuant to the Asset
Contribution Agreement, any Partnership assets for which legal
title is held in the name of the General Partner or any nominee
or Affiliate of the General Partner shall be held by the General
Partner for the use and benefit of the Partnership in accordance
with the provisions of this Agreement; PROVIDED, HOWEVER, that
the General Partner shall use its best efforts to cause
beneficial and record title to such assets to be vested in the
Partnership as soon as reasonably practicable."
14. ADJUSTMENT TO OUTSTANDING UNITS. Section 8.5(b) of the Agreement
is hereby amended to read as follows:
"(b) ADJUSTMENTS TO OUTSTANDING PARTNERSHIP UNITS AND
NOTIFICATION OF CHANGES IN UNIT ADJUSTMENT FACTOR. The number of
outstanding Partnership Units shall be subject to adjustment from time
to time by the Unit Adjustment Factor. The Partnership shall notify
each Limited Partner in writing of any change made to the Unit
Adjustment Factor within ten (10) Business Days of the date such
change becomes effective."
15. TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST.
(a) Section 11.2(a) of the Agreement is hereby amended to read as
follows:
"(a) GENERAL. In no event may the General Partner at any time
assign, sell, transfer, pledge, hypothecate or otherwise dispose of
all or any portion of its General Partnership Interest except by
operation of law."
(b) Section 11.2(c) of the Agreement is hereby deleted in its
entirety.
16. NO REQUIREMENT TO SELL ERP UNITS RECEIVED UPON LIQUIDATION.
Section 13.2 of the Agreement is hereby amended by adding at the end
thereof a new sentence which reads as follows:
"Notwithstanding anything to the contrary contained herein
(including, without limiting the generality of the foregoing,
Section 13.2(a)(4)), the General Partner shall cause the
Partnership to distribute the ERP Common Units received by the
Partnership pursuant to the Asset Contribution Agreement in
liquidation of the Partnership Units on the basis of one ERP Unit
for each outstanding Partnership Unit. The General Partner shall
be under no obligation to sell such ERP Common Units. The
Partnership may remain in existence and undertake the activities
as contemplated by Section 6 of the Asset Contribution Agreement
as part of its winding up."
17. NO PRIOR AMENDMENT. The Limited Partners of the Partnership
hereby ratify, approve and confirm in all respects the decision of the
Board of Directors of Evans Withycombe Residential, Inc. not to present the
11.2 Amendment to the Limited Partners of the Partnership, with the same
force and effect as if the Limited Partners of the Partnership had voted
against the adoption of the 11.2 Amendment.
18. ELIMINATION OF CERTIFICATES FOR UNIT.
(a) The definition of Partnership Unit is hereby amended by deleting
the second sentence thereof.
(b) The Agreement is hereby amended by deleting Exhibit D thereof in
its entirety.
19. REFERENCE TO AND EFFECT ON THE PARTNERSHIP AGREEMENT.
(a) At and after the Effective Time, each reference in the
Partnership Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of like import referring to the Partnership Agreement shall mean
and be a reference to the Partnership Agreement as amended by this
Amendment.
(b) The Partnership Agreement as amended and restated as of
August 17, 1994 and as amended by this Amendment shall remain in full force
and effect and is hereby ratified and confirmed.
20. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive
effect.
21. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
22. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.
<PAGE>
IN WITNESS WHEREOF, the Partners have executed this Amendment as of
the Effective Time.
GENERAL PARTNERS:
EQUITY RESIDENTIAL PROPERTIES TRUST, a
Maryland real estate investment trust, General
Partner
By: /s/ Shelly L. Dunck
Shelly L. Dunck, Vice President
ERP OPERATING LIMITED PARTNERSHIP, an Illinois
limited partnership
<TABLE>
<CAPTION>
<C>
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
a Maryland real estate investment trust,
its general partner
By: /s/ Shelly L. Dunck
Shelly L. Dunck, Vice President
<C>
LIMITED PARTNERS:
</TABLE>
EQUITY RESIDENTIAL PROPERTIES TRUST, a
Maryland real estate investment trust, Limited
Partner, as attorney-in-fact for the Limited
Partners
By: /s/ Shelly L. Dunck
Shelly L. Dunck, Vice President
ERP OPERATING LIMITED PARTNERSHIP, an Illinois
limited partnership, Limited Partner, as
attorney-in-fact for the Limited Partners
<TABLE>
<CAPTION>
<C>
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
a Maryland real estate investment trust,
its general partner
<C>
By: /s/ Shelly L. Dunck
Shelly L. Dunck, Vice President
</TABLE>
AMENDMENT TO FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP FOR
ERP OPERATING LIMITED PARTNERSHIP
THIS AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP FOR ERP OPERATING LIMITED PARTNERSHIP (this "Amendment"),
effective as of the Effective Time (as defined in the Agreement and Plan of
Merger dated as of August 27, 1997 between Equity Residential Properties
Trust and Evans Withycombe Residential, Inc.).
R E C I T A L S:
A. ERP Operating Limited Partnership, an Illinois limited
partnership (the "Partnership"), is governed by that certain Fourth Amended
and Restated Agreement of Limited Partnership for ERP Operating Limited
Partnership dated as of September 30, 1995 (the "Agreement").
B. The limited partners of the Partnership desire to amend the
Agreement as hereinafter set forth.
A G R E E M E N T S:
1. AMENDMENTS TO SECTION 9.6.
Section 9.6 of the Partnership Agreement is hereby amended and
restated to read as follows:
9.6 OTHER ACTIVITIES OF PARTNERS AND AGREEMENTS WITH RELATED
PARTIES. The General Partner shall devote its full-time efforts in
furtherance of the Partnership business, it being expressly understood
that, except for (i) EQR's ownership interest in a partnership or a
limited liability company of which the Partnership is a partner or a
member, respectively; (ii) EQR's ownership of any qualified REIT
subsidiary (within the meaning of the Code) or any other entity which
is a partner of a partnership or a member of a limited liability
company having the Partnership as a partner or member, respectively;
(iii) EQR's ownership of any entity that owns no more than a one
percent (1%) interest in any partnership, limited liability company or
other entity; (iv) borrowing (including the issuance of debt
securities) where the net proceeds thereof are loaned or contributed
to the Partnership; (v) any activity which the Board of Trustees of
the General Partner, in its sole discretion, has determined will have
a material benefit to the General Partner and will not have a material
adverse effect on the Partnership; and (vi) activities incidental to
EQR's status and existence as a real estate investment trust, the
General Partner shall conduct all of its activities with respect to
the multifamily residential property business exclusively through the
Partnership and shall not conduct or engage in any way in any other
business.
2. REFERENCE TO AND EFFECT ON THE PARTNERSHIP AGREEMENT.
(a) On and after the date hereof, each reference in the Partnership
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import referring to the Partnership Agreement shall mean and be a
reference to the Partnership Agreement as amended by this Amendment.
(b) The Partnership Agreement as amended and restated as of September
30, 1995 and as amended by this Amendment shall remain in full force and
effect and is hereby ratified and confirmed.
3. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive
effect.
4. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the Partners have executed this Amendment as of
the day and year first written above.
GENERAL PARTNER:
EQUITY RESIDENTIAL PROPERTIES TRUST, a
Maryland real estate investment trust, General
Partner
By: /S/ Bruce C. Strohm
Bruce C. Strohm
Secretary, Executive Vice President and
General Counsel
LIMITED PARTNERS:
/s/ Samuel Zell
SAMUEL ZELL, CHAIRMAN OF THE BOARD OF TRUSTEES
OF EQUITY RESIDENTIAL PROPERTIES TRUST, a
Maryland real estate investment trust, as
attorney-in-fact for the Limited Partners
