[REVERSE OF NOTE]
ERP OPERATING LIMITED PARTNERSHIP
2.500% Notes due February 15, 2030
This Note is one of a duly authorized issue of debentures, notes, bonds, or other evidences of indebtedness of the Issuer (hereinafter called the Securities) of the series hereinafter specified, all issued or to be issued under and pursuant to (i) an Indenture dated as of October 1, 1994 as supplemented from time to time (herein called the Indenture), duly executed and delivered by the Issuer to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as successor to The First National Bank of Chicago) as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), and (ii) an Officers Certificate dated the date hereof (the Officers Certificate), duly executed by authorized officers of the Issuer, pursuant to Section 301 of the Indenture to which Officers Certificate and Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), and may otherwise vary as provided in the Indenture. This Note is one of a series designated as the 2.500% Notes due February 15, 2030 of the Issuer (the Notes). Subject to being increased by the Issuer pursuant to an Officers Certificate, the Notes are limited in aggregate principal amount to $000,000,000 (except as provided in the Indenture).
If an Event of Default with respect to the Notes occurs and is continuing, the principal hereof and Make-Whole Amount (if any) may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect, and subject to the conditions provided in the Indenture.
Prior to November 15, 2029 (the date that is three months prior to the maturity date of the Notes), the Issuer may redeem the Notes, at any time in whole or from time to time in part, at the election of the Issuer, at a redemption price equal to the sum of (i) the principal amount of the Notes being redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to the Notes. For purposes of the Notes, the Reinvestment Rate will be determined using 0.150% as specified in the Officers Certificate in lieu of the percentage contained in the Indenture. On or after November 15, 2029 (the date that is three months prior to the maturity date of the Notes), the Issuer may redeem the Notes, at any time in whole or from time to time in part, at the election of the Issuer, at a redemption price equal to the principal amount of the Notes being redeemed plus accrued interest thereon to the Redemption Date. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register, not more than 45 nor less than 15 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 Notes held by such Holder to be redeemed.
The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants (specifically including the covenants in the third supplemental indenture dated as of June 4, 2007, by and between the Issuer and the Trustee, as modified by the fourth supplemental indenture dated as of December 12, 2011, by and between the Issuer and the Trustee) and events of default with respect to the Notes in the Indenture in each case upon compliance with Article Fourteen of the Indenture, which provisions apply to the Notes.
The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority of the aggregate principal amount of all Outstanding Securities affected by such supplemental indenture, to execute supplemental Indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders of Securities under the Indenture; provided, however, that no such supplemental Indenture shall, without the consent of the Holder of each Outstanding Security so affected, (i) change the stated maturity of the principal of (or premium, if any), or any installment of principal of or interest on, any Security, (ii) reduce the principal amount of, or the rate or amount of interest on, or premium payable upon the redemption of, any Security, (iii) change the place of payment, or the currency, for payment of principal of any Security or any premium or interest on any Security, (iv) impair the right to institute suit for the enforcement of any