Exhibit 10.3
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “Assignment and Assumption
Agreement”) is entered into as of December 19, 2003 by
and between ERP Operating Limited Partnership, an Illinois Limited
partnership (the “Partnership”) and Equity
Residential , a Maryland real estate investment trust and
the sole general partner of the Partnership (the “General
Partner” ). Capitalized terms used in this
Assignment and Assumption Agreement and not otherwise defined
herein shall have the meanings given such terms in that certain
Fifth Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of August 1, 1998, as amended (the
“Partnership Agreement”) .
WITNESSETH:
WHEREAS, pursuant to Section 3.2.C.
of the Partnership Agreement, Limited Partners have the right (the
“Exchange Right” ) to request the General
Partner exchange Partnership Units held by such Limited Partners
(individually, an “Exchange Partner” ) with
respect to which an Exchange Partner submits written notice (the
“Tendered Units” ) for an equal number of Common
Shares subject to the limitations and other requirements set forth
in Section 3.2.C. and other applicable provisions of the
Partnership Agreement;
WHEREAS, pursuant to Section 3.2.C.
of the Partnership Agreement, the General Partner may, in its sole
and absolute discretion, elect to cause the Partnership to acquire
the Tendered Units in exchange for a cash payment in an amount (the
“Cash Amount” ) determined in accordance with
Section 3.2.C. (the “Right to Elect
Consideration” ); and
WHEREAS, the General Partner desires
to assign to the Partnership, and the Partnership desires to assume
from the General Partner, the Right to Elect Consideration in
connection with any Tendered Units;
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.
Assignment;
