VMRK: Material agreement · New financial obligation

Item 1.01 Entry into a Material Definitive Agreement. Supplemental Indentures On the Closing Date, in connection with the Mergers, Merger Sub, ERP Operating Partnership and The Bank of New York Mellon, as trustee, entered into the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to the Indenture, dated as of January 16, 1998 (as supplemented by that certain First Supplemental Indenture dated as of January 20, 1998 (the “1998 First Supplemental Indenture”), by that certain Second Supplemental Indenture dated as of July 7, 1998 (the “1998 Second Supplemental Indenture”), by that certain Third Supplemental Indenture dated as of December 21, 1998 (the “1998 Third Supplemental Indenture”), by that certain Amended and Restated Third Supplemental Indenture dated as of July 10, 2000, by that certain Fourth Supplemental Indenture dated as of September 18, 2006, and by that certain Fifth Supplemental Indenture dated as of November 21, 2014, the “1998 Indenture”), by and between AvalonBay and The Bank of New York Mellon (as successor to State Street Bank and Trust Company), as trustee. Pursuant to the Sixth Supplemental Indenture, Merger Sub assumed all of the obligations of AvalonBay, and ERP Operating Partnership assumed all of the obligations of Merger Sub, as successor to AvalonBay, under the 1998 Indenture and all of the securities issued thereunder, including the (i) 2.900% unsecured notes due October 15, 2026 in an aggregate principal amount of $300 million, (ii) 3.350% unsecured notes due May 15, 2027 in an aggregate principal amount of $400 million, (iii) 3.200% unsecured notes due January 15, 2028 in an aggregate principal amount of $450 million, (iv) 3.900% unsecured notes due October 15, 2046 in an aggregate principal amount of $350 million and (v) 4.1