EQUITY RESIDENTIAL (EQR)

Item 2.03       Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On October 5, 2007, ERP Operating Limited Partnership (the “Operating Partnership”) entered into a new senior unsecured credit agreement for a $500 million term loan facility.  The full principal amount of the loan facility will be funded in a single borrowing no later than October 13, 2007 (subject to any increases in the loan facility as described below).  The Operating Partnership plans to use the proceeds from the loan facility to pay down a portion of the amount outstanding under the Operating Partnership’s existing $1.5 billion long-term revolving credit facility (which will remain in place) and for general corporate purposes.  Equity Residential, the sole general partner of the Operating Partnership, and Lexford Properties, L.P., a subsidiary of the Operating Partnership, are guarantors of the Operating Partnership’s obligations under the loan facility.  The loan facility is with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Citicorp North America Inc., Deutsche Bank Securities Inc., Regions Bank, The Royal Bank of Scotland PLC, and U.S. Bank National Association, as documentation agents, and a syndicate of other banks.

The new loan facility matures on October 5, 2010, subject to two one-year extension options exercisable by the Operating Partnership.  The interest rate on the unpaid balance under the new loan facility will generally be LIBOR plus a spread, which is dependent on the current credit rating of the Operating Partnership’s long-term senior unsecured debt and is currently 42.5 basis points.  The Operating Partnership has the ability to increase its borrowings under the loan facility to a total of $750 million, provided one or more existing or new lenders are willing to provide such increased borrowings.  The loan facility does not require amortization of principal and may be paid prior to maturity in whole or in part at the Operating Partnership’s option without penalty or premium (other than certain fees with respect to Euro Dollar loans prepaid prior to the end of an interest period).  The covenants contained in the new loan facility are the same as those contained in the Operating Partnership’s existing $1.5 billion long-term revolving credit facility.

Item 2.03               Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On May 7, 2007, ERP Operating Limited Partnership (the “Operating Partnership”) entered into a new unsecured revolving credit agreement for a $500 million loan facility.  Equity Residential, the sole general partner of the Operating Partnership, and Lexford Properties, L.P., a subsidiary of the Operating Partnership, are guarantors of the Operating Partnership’s obligations under the loan facility.  The loan facility is with Bank of America, N.A., as administrative agent and a lender, JPMorgan Chase Bank, N.A., as syndication agent and a lender, and Deutsche Bank AG, New York Branch, as documentation agent and a lender.

The new credit facility matures on May 5, 2008.  The interest rate on the advances under the new credit facility will generally be LIBOR plus a spread, which is dependent on the current credit rating of the Operating Partnership’s long-term debt and is currently 32.5 basis points.  In addition, beginning May 10, 2007 and until December 14, 2007, there is an unused fee of 32.5 basis points per annum (pro rated) on the amount by which the outstanding daily balance of loans is less than $100,000,000 and, commencing on December 15, 2007, an annual facility fee of 10 basis points per annum.  A fee of 10 basis points on the committed amount of $500 million will be payable if the credit facility is not terminated on or before December 14, 2007.

Item 2.03               Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On February 28, 2007, ERP Operating Limited Partnership (the “Operating Partnership”) entered into a new $1.5 billion unsecured revolving credit agreement that replaced the Operating Partnership’s then existing $1.0 billion credit facility, which was scheduled to mature on May 29, 2008.  Equity Residential, the sole general partner of the Operating Partnership, remains a guarantor of the Operating Partnership’s obligations under the new credit facility.  The new credit facility is with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Banc of America Securities LLC and J.P. Morgan Securities Inc., as joint lead arrangers and joint book runners, Suntrust Bank, Wachovia Bank, National Association, Wells Fargo Bank, N.A., LaSalle Bank National Association, The Royal Bank of Scotland plc, and US Bank National Association, as co-documentation agents, and a syndicate of other banks.

The new credit facility matures on February 28, 2012.  The Operating Partnership has the ability to increase available borrowings up to $2.0 billion by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments.  The interest rate on the advances under the new credit facility will generally be LIBOR plus a spread, which is dependent on the current credit rating of the Operating Partnership’s long-term debt and is currently 32.5 basis points, or based upon bids received from the lending group.  In addition, there is an annual facility fee, which is based on the credit rating of the Operating Partnership’s long-term debt, and is currently 10 basis points.

Item 2.03               Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On July 6, 2006, ERP Operating Limited Partnership (the “Operating Partnership”) entered into a new unsecured revolving credit agreement for a $500 million loan facility. Equity Residential, the sole general partner of the Operating Partnership, and Lexford Properties, L.P., a subsidiary of the Operating Partnership, are guarantors of the Operating Partnership’s obligations under the loan facility. The loan facility is with JPMorgan Chase Bank, N.A., as administrative agent and a bank.

The new credit facility matures on July 6, 2007. The interest rate on the advances under the new credit facility will generally be LIBOR plus a spread, which is dependent on the current credit rating of the Operating Partnership’s long-term debt and is currently 45 basis points. In addition, until December 15, 2006, there is an unused fee of 45 basis points per annum on the amount by which the outstanding loans are less than $100,000,000 and, commencing on December 16, 2006, an annual facility fee of 15 basis points per annum. A fee of 10 basis points on the committed amount of $500 million will be payable if the credit facility is not terminated on or before December 15, 2006.

The Operating Partnership plans to utilize the proceeds from the new credit facility to fund the acquisition of multifamily properties throughout the United States and for general corporate purposes. The Operating Partnership plans to repay the new credit facility from proceeds of property dispositions, including proceeds from the previously announced disposition of its Lexford Housing Division.