This excerpt taken from the EQR 10-Q filed Nov 6, 2006.
1. Amendment to Section 10.1(a)(v) of Partnership Agreement. Section 10.1(a)(v) of the Partnership Agreement is hereby amended by adding the following language to the end thereof immediately preceding the semicolon:
(provided, however, that the consummation of the transactions contemplated by all those certain Lexford LLC Membership Interest Transfer Agreements and that certain Agreement for Sale of Real Estate and Related Property, each dated as of June 28, 2006, by and between the Partnership or certain of its Subsidiaries, on the one hand, and Affiliates of Empire Asset Group LLC, on the other hand, will not constitute a sale of all or substantially all of the assets of the Partnership for cash or for marketable securities within the meaning of this Section 10(a)(v) du to the fact that the proceeds of such transactions will be paid directly to qualified exchange intermediaries for the purpose of effecting like kind deferred property exchanges or will otherwise be reinvested in additional tangible assets of the Partnership)