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ESS > SEC Filings for ESS > Form 8-K on 12-Dec-2013All Recent SEC Filings

Show all filings for ESSEX PROPERTY TRUST INC



Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2013, Essex Property Trust, Inc. (the "Company"), as general partner of Essex Portfolio, L.P. ("EPLP"), the operating partnership of the Company, executed the Third Amended and Restated Agreement of Limited Partnership of EPLP (as amended, the "Partnership Agreement") with the consent of certain limited partners party thereto, which amended and restated the Second Amended and Restated Agreement of Limited Partnership of EPLP, as previously amended (the "Prior Partnership Agreement"). The Partnership Agreement amended the Prior Partnership Agreement to establish the terms of a new class of partnership interests designated as LTIP Units, which are intended to be utilized by the Company and EPLP in its equity compensation programs in lieu of the Series Z-1 Incentive Units, and make certain other amendments.

The Partnership Agreement also amends the Prior Partnership Agreement to, among other things, (i) provide for a perpetual term for EPLP, (ii) eliminate the 30-year time limit (from the date of the Company's initial public offering in 1994) for holders of existing EPLP common units to exercise their conversion rights for common stock of the Company, (iii) permit EPLP to issue partnership units for past or future services, (iv) eliminate or revise a number of the limited partners' notice and informational rights and (v) make certain other amendments.

The foregoing summary is qualified in its entirety by reference to the Partnership Agreement, which is attached hereto as Exhibit 10.1.

Item 9.01. Exhibits

Exhibit No. Description

10.1 Third Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated December 10, 2013

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