<PAGE>

                                                                    EXHIBIT 10.1

                                    AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GGP LIMITED PARTNERSHIP

         THIS AMENDMENT (the "Amendment") is made and entered into on March 5,
2004, by and among the undersigned parties.

                              W I T N E S S E T H:

         WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership (the "Partnership") exists pursuant to that certain Second Amended
and Restated Agreement of Limited Partnership of GGP Limited Partnership dated
as of April 1, 1998, as amended (the "Second Restated Partnership Agreement"),
and the Delaware Revised Uniform Limited Partnership Act;

         WHEREAS, General Growth Properties, Inc., a Delaware corporation, is
the general partner of the Partnership (the "General Partner");

         WHEREAS, upon the closing of the transactions contemplated pursuant to
that certain Amended and Restated Contribution Agreement (the "Contribution
Agreement") dated as of March 5, 2004, between the Partnership and Koury
Corporation, a North Carolina corporation (the "New Limited Partner"), the New
Limited Partner is to receive Series E Preferred Units (as defined below);

         WHEREAS, the parties hereto, being the sole general partner of the
Partnership, the holders of a Majority-in-Interest of the Common Units and the
New Limited Partner, desire to amend the Second Restated Partnership Agreement
to effect the creation and issuance of the Series E Preferred Units and to
reflect certain other understandings among them as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

         1.       CAPITALIZED TERMS. Capitalized terms used but not defined
herein (including without limitation in attached Schedule A) shall have the
definitions assigned to such terms in the Second Restated Partnership Agreement,
as amended.

         2.       ESTABLISHMENT AND ISSUANCE OF SERIES E PREFERRED UNITS. A new
series of Preferred Units designated as the "7% Series E Cumulative Convertible
Preferred Units" (the "Series E Preferred Units") is hereby established and
shall have such rights, preferences, limitations and qualifications as are
described on Schedule A, attached hereto and by this reference made a part
hereof (in addition to the rights, preferences, limitations and qualifications
contained in the Second Restated Partnership Agreement to the extent
applicable). Pursuant to the Contribution Agreement, the Partnership hereby
issues to the New Limited Partner the

<PAGE>

number of Series E Preferred Units set forth opposite its name on Exhibit A,
attached hereto and by this reference made a part hereof. The Capital
Contribution made by the New Limited Partner shall be deemed to be $50 per
Series E Preferred Unit. The New Limited Partner is hereby admitted as a Limited
Partner in respect of the Series E Preferred Units issued to it, and the New
Limited Partner hereby agrees to be bound by the provisions of the Second
Restated Partnership Agreement, as the same is amended hereby and as the same
may be amended from time to time, with respect to such Series E Preferred Units
(including without limitation the provisions of Sections 8.2, 8.4, 9.1, 9.2 and
9.3 thereof).

         3.       ADDITION OF NEW LIMITED PARTNER AS OBLIGATED PARTNER. The New
Limited Partner hereby agrees to become an Obligated Partner with a Protected
Amount as defined in, and adjusted from time to time pursuant to, that Tax
Matters Agreement of even date herewith entered into by the Partnership and the
New Limited Partner.

         4.       NEGATIVE CAPITAL ACCOUNTS. Subsection (b) of Section 7.8 of
the Second Restated Partnership Agreement is hereby deleted in its entirety and
the following new subsections (b) and (c) of Section 7.8 of the Second Restated
Partnership Agreement are hereby inserted in its place and stead:

                  "7.8 NEGATIVE CAPITAL ACCOUNTS.

                  (b)      Notwithstanding any other provision of this
         Agreement, an Obligated Partner other than Koury Corporation shall
         cease to be an Obligated Partner upon the earlier of (i) nine months
         after the death of such Obligated Partner or (ii) six months after (A)
         any date after the third anniversary date of the date of the Fourth
         Amendment to Second Amended and Restated Agreement of Limited
         Partnership of GGP Limited Partnership dated as of April 1, 1998, which
         is selected by the Obligated Partner as the date upon which such
         Obligated Partner's obligation hereunder shall terminate (and for which
         notice of such date shall be given at least 60 days prior to such
         selected date) or (B) an exchange of all of such Obligated Partner's
         remaining Units for shares of Common Stock or preferred stock of the
         General Partner (pursuant to a Rights Agreement) or in an otherwise
         taxable sale or exchange of all of such Obligated Partner's Units
         provided that at the time of, or during such six-month period following
         such event set forth in (ii)(A) or (B), there has not been: (X) an
         entry of a decree or order for relief in respect of the Partnership by
         a court having jurisdiction over a substantial part of the
         Partnership's assets, or the appointment of a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or other similar official)
         of the Partnership or of any substantial part of its property, or
         ordering the winding up or liquidation of the Partnership's affairs, in
         an involuntary case under the federal bankruptcy laws, as now or
         hereafter constituted, or any other applicable federal or state
         bankruptcy, insolvency or other similar law; or (Y) the commencement
         against the Partnership of an involuntary case under the federal
         bankruptcy laws, as now or hereafter constituted, or any other
         applicable federal or state bankruptcy, insolvency or other similar
         law; or (Z) the commencement by the Partnership of a voluntary case
         under the federal bankruptcy laws, as now or hereafter constituted, or
         any other applicable federal or state bankruptcy, insolvency or other
         similar law, or the consent by it to the entry of an order for relief
         in an involuntary case under any such law or the consent by it to the
         appointment of or taking possession by a receiver, liquidator,

                                       2

<PAGE>

         assignee, custodian, trustee, sequestrator (or other similar official)
         of the Partnership or of any substantial part of its property, or the
         making by it of a general assignment for the benefit of creditors, or
         the failure of the Partnership generally to pay its debts as such debts
         become due or the taking of any action in furtherance of any of the
         foregoing. Following the passage of the six-month period after the
         event set forth in clause (ii)(A) or (B) of this paragraph, an
         Obligated Partner shall cease to be an Obligated Partner at the first
         time, if any, that all of the conditions set forth in (X) through (Z)
         above are no longer in existence.

                  (c)      Notwithstanding any other provision of this
         Agreement, Koury Corporation shall cease to be an Obligated Partner
         immediately upon the earlier of (i) any date which is selected by Koury
         Corporation as the date upon which its status as an Obligated Partner
         hereunder shall terminate (and for which notice of such selected date
         shall be given at least 60 days prior to such selected date), but only
         if such selected date is not earlier than the first anniversary date of
         the last day of the Partnership's most recent completed tax year in
         which Koury Corporation's Protected Amount increased, (ii) an exchange
         of all of Koury Corporation's remaining Units for shares of Common
         Stock of the General Partner (pursuant to a Rights Agreement) or in an
         otherwise taxable sale or exchange of all of such Obligated Partner's
         Units, or (iii) the Partnership's termination, for a Partnership
         purpose, of Koury Corporation's status as an Obligated Partner on any
         date that follows March 5, 2017."

         5.       NEW EXHIBIT A. Exhibit A to the Second Restated Partnership
Agreement, identifying the Partners, the number and class or series of Units
owned by them and their respective Percentage Interests, if any, is hereby
deleted in its entirety and the Exhibit A in the form attached hereto is hereby
inserted in its place and stead.

         6.       NEW EXHIBIT D. Exhibit D to the Second Restated Partnership
Agreement, identifying the Obligated Partners and their Protected Amounts, is
hereby deleted in its entirety and the Exhibit D in the form attached hereto is
hereby inserted in its place and stead.

         7.       COUNTERPARTS. This Amendment to Second Amended and Restated
Agreement of Limited Partnership may be executed in counterparts, each of which
shall be an original and all of which together shall constitute the same
document.

         8.       OTHER PROVISIONS UNAFFECTED. Except as expressly amended
hereby, the Second Restated Partnership Agreement shall remain in full force and
effect in accordance with its terms.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       3
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
day and year first above written.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation

By: /s/ Ronald L. Gern
    -------------------------------------
    Ronald L. Gern, Senior Vice President

LIMITED PARTNERS:

M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

By: GENERAL TRUST COMPANY, not
    individually but solely as Trustee
    of Martin Investment Trust G, a partner

By: /s/ Marshall E. Eisenberg
    -------------------------------------
    Marshall E. Eisenberg, President

NEW LIMITED PARTNER:

KOURY CORPORATION, a North Carolina             ATTEST:
corporation

By: /s/ Stephen D. Showfety                     By: Ronald W. Mack
    ---------------------------------------         ----------------------------
    Name: Stephen D. Showfety                   Name: Ronald W. Mack
    Title: President                            Title: Secretary

<PAGE>

                                    EXHIBIT A

                                    PARTNERS

                                  SEE ATTACHED

<PAGE>

                                    EXHIBIT D

                               OBLIGATED PARTNERS

                                  SEE ATTACHED

<PAGE>

                                   SCHEDULE A

         1.       DEFINITIONS. As used in this Schedule, the following terms
shall have the meanings set forth below, unless the context otherwise requires:

         "Common Unit Value" shall mean, with respect to any trading day, the
value of a Common Unit, which shall equal the trading price of a share of Common
Stock (calculated based on the average of the intra-day high and low and subject
to adjustment in the event that the exchange ratio between Common Units and
shares of Common Stock is not one-to-one or other adjustments if the kind or
amount of securities into which Common Units can be converted or exchanged (as
provided in the Redemption Rights Agreement, dated the date hereof) changes
after the date hereof).

         "Distribution Payment Date" shall mean, with respect to any
Distribution Period, the payment date for the distribution declared by the
General Partner on its Common Units for such Distribution Period or, if no such
distribution payment date is established, the last business day of the first
full month following such Distribution Period.

         "Distribution Period" shall mean the quarterly period that is then the
distribution period with respect to the Common Units or, if no such distribution
period is established, the calendar quarter shall be the Distribution Period;
provided that (a) the initial Distribution Period shall commence on date hereof
and end on and include March 31, 2004 and (b) the Distribution Period in which
the final liquidation payment is made pursuant to Section 7.2 of the Second
Restated Partnership Agreement, as amended, shall commence on the first day
following the immediately preceding Distribution Period and end on the date of
such final liquidation payment.

         "Fair Market Value" shall mean, as of any day, the average of the
Common Unit Value for the ten consecutive Trading Days ending on the business
day immediately preceding the day in question with respect to the issuance or
distribution requiring such computation.

         "Relevant Distribution Periods" shall mean (i) each of the three (3)
consecutive Distribution Periods the last of which ends during the 90-day period
referred to in the last paragraph of Section 7(b) and (ii) the next immediately
following Distribution Period after the third Distribution Period described in
clause (i) above.

         "Tenth Anniversary Date" shall mean the tenth anniversary of the date
hereof.

         2.       DESIGNATION AND NUMBER; ETC. The Series E Preferred Units have
been established and shall have such rights, preferences, limitations and
qualifications as are described herein (in addition to the rights, preferences,
limitations and qualifications contained in the Second Restated Partnership
Agreement to the extent applicable). The authorized number of Series E Preferred
Units shall be 502,657.8128. Notwithstanding anything to the contrary contained
herein, in the event of a conflict between the provisions of this Schedule A and
any other provision of the Second Restated Partnership Agreement, the provisions
of this Schedule A shall control.

                                      A-1
<PAGE>

         3.       RANK. The Series E Preferred Units shall, with respect to the
payment of distributions and the distribution of amounts upon voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership, rank as
follows:

         (a)      senior to all classes or series of Common Units and to all
Units the terms of which provide that such Units shall rank junior to the Series
E Preferred Units;

         (b)      on a parity with the Series B Preferred Units, Series C
Preferred Units, Series D Preferred Units and each other series of Preferred
Units issued by the Partnership which does not provide by its express terms that
it ranks junior or senior in right of payment to the Series E Preferred Units
with respect to payment of distributions or amounts upon liquidation,
dissolution or winding-up; and

         (c)      junior to any class or series of Preferred Units issued by the
Partnership that ranks senior to the Series E Preferred Units and has been
approved in accordance with Section 4 of this Schedule A.

         4.       VOTING.

         (a)      Holders of Series E Preferred Units shall not have any voting
rights, except as described below in this Section 4.

         (b)      So long as any Series E Preferred Units remain outstanding,
the Partnership shall not, without the affirmative vote or consent of the
holders of at least a majority of the Series E Preferred Units outstanding at
the time, given in person or by proxy, either in writing or at a meeting (such
series voting separately as a class), (i) authorize, create, issue or increase
the authorized or issued amount of, any class or series of partnership interests
in the Partnership ranking senior to the Series E Preferred Units with respect
to the payment of distributions or the distribution of assets upon voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership or
reclassify any Common Units or other Preferred Units into such partnership
interests, or create, authorize or issue any obligation or security convertible
or exchangeable into or evidencing the right to purchase any such partnership
interests; or (ii) amend, alter or repeal the provisions of the Second Restated
Partnership Agreement, as amended, whether by merger or consolidation or
otherwise (an "Event"), so as to (A) negate the provisions of clause (i) or (ii)
of this paragraph, (B) materially and adversely affect the right of the holders
of Series E Preferred Units to transfer such Units unless the amendment also
applies to the holders of all other Units, (C) give the holders of any
partnership interest a right to the payment of distributions from the
Partnership or a right to the distribution of amounts upon voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership that ranks
senior to the Series E Preferred Units or (D) materially and adversely affect
any right, preference, privilege or voting power of the Series E Preferred Units
or the holders thereof contained in this Schedule A. Notwithstanding anything to
the contrary contained herein, each of the following shall be deemed not to (i)
materially and adversely affect any such right, preference, privilege or voting
power or (ii) otherwise require the vote or consent of the holders of the Series
E Preferred Units: (X) the occurrence of any merger, consolidation, entity
conversion, unit exchange, recapitalization of the Common Units or other
business combination or reorganization, so long as either (1) the Partnership is
the surviving entity and the Series E Preferred Units remain outstanding with
the terms thereof materially

                                      A-2
<PAGE>

unchanged (including without limitation the terms with respect to distributions,
voting, redemption and conversion), or (2) if the Partnership is not the
surviving entity in such transaction, interests in an entity having
substantially the same rights and terms (including without limitation rights to
distributions, voting, redemption and conversion) as the Series E Preferred
Units are exchanged or substituted for the Series E Preferred Units (and with
the terms of the Common Units or such other securities for which the Series E
Preferred Units (or the substitute or exchanged security therefor) are
convertible or redeemable materially the same with respect to rights to
distributions, voting, and redemption), (Y) any increase in the amount of the
authorized Preferred Units or Common Units or the creation or issuance of any
other series or class of Preferred Units or Common Units or any increase in the
amount of Common Units or any other series of Preferred Units, in each case so
long as such Units rank on a parity with or junior to the Series E Preferred
Units with respect to the payment of distributions and the distribution of
assets upon voluntary or involuntary liquidation, dissolution or winding-up of
the Partnership and (Z) a sale or other disposition of all or substantially all
of the Partnership's assets (by merger or otherwise) if, in connection with such
transaction, the holders of Series E Preferred Units have the opportunity to
surrender all of the issued and outstanding Series E Preferred Units in exchange
for a cash payment equal to the amount that such holders would be entitled to
receive in respect thereof upon a liquidation, dissolution or winding-up of the
Partnership (such surrender and payment to be made contemporaneously with the
closing of such transaction) and any resulting dissolution, liquidation and/or
winding up of the Partnership.

         The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding Series E Preferred Units shall have been
converted or redeemed.

         For purposes of the foregoing provisions of this Section 4, each Series
E Preferred Unit shall have one (1) vote.

         Except as otherwise required by applicable law or as set forth herein,
the Series E Preferred Units shall not have any voting rights or powers and the
consent of the holders thereof shall not be required for the taking of any
action.

         5.       DISTRIBUTIONS.

         (a)      With respect to each Distribution Period and subject to the
rights of the holders of Preferred Units ranking senior to or on parity with the
Series E Preferred Units, the holders of Series E Preferred Units shall be
entitled to receive, when, as and if declared by the General Partner, out of
assets of the Partnership legally available for the payment of distributions,
quarterly cumulative cash distributions in an amount per Series E Preferred Unit
equal to the greater of (i) $0.875 (the "Base Quarterly Distribution") and (ii)
the amount of the regular quarterly cash distribution paid for such Distribution
Period upon the number of Common Units (or portion thereof) into which such
Series E Preferred Unit is then convertible in accordance with Section 7 of this
Schedule A. Notwithstanding anything to the contrary contained herein, the
amount of distributions described under each of clause (i) and (ii) of this
paragraph for the initial Distribution Period, or any other period shorter than
a full Distribution Period, shall be prorated and computed based on the actual
number of days in such Distribution Period relative to the actual number of days
in the calendar quarter of which the Distribution Period is a part. Such

                                      A-3
<PAGE>

distributions shall, with respect to each Series E Preferred Unit, accrue from
its issue date, whether or not in, or with respect to, any Distribution Period
or Periods (A) the distributions described above are declared, (B) the
Partnership is contractually prohibited from paying such distributions or (C)
there shall be assets of the Partnership legally available for the payment of
such distributions. The distributions upon the Series E Preferred Units for each
Distribution Period shall, if and to the extent declared or authorized by the
General Partner on behalf of the Partnership, be paid in arrears (without
interest or other amount) on the Distribution Payment Date with respect thereto,
and, if not paid on such date, shall accumulate, whether or not in, or with
respect to, any Distribution Period or Periods (X) the distributions are
declared, (Y) the Partnership is contractually prohibited from paying such
distributions or (Z) there shall be assets of the Partnership legally available
for the payment of such distributions (and shall not constitute accumulated
distributions prior to such date). The record date for distributions upon the
Series E Preferred Units for any Distribution Period shall be the same as the
record date for the distributions upon the Common Units for such Distribution
Period (or, if no such record date is set for the Common Units, the fifteenth
day of the calendar month in which the applicable Distribution Payment Date
falls if prior to such Distribution Payment Date; otherwise, the fifteenth day
of the immediately preceding calendar month). Accumulated and unpaid
distributions for any past Distribution Periods may be declared and paid at any
time, without reference to any Distribution Payment Date, to holders of record
on such date, not exceeding 45 days preceding the payment date thereof, as may
be fixed by the General Partner. Any distribution payment made upon the Series E
Preferred Units shall first be credited against the earliest accrued but unpaid
distributions due with respect to such Units which remains payable. No interest,
or sum of money in lieu of interest, shall be owing or payable in respect of any
distribution payment or payments on the Series E Preferred Units, whether or not
in arrears.

         (b)      No distribution on the Series E Preferred Units shall be
declared by the General Partner or paid or set apart for payment by the
Partnership at such time as and to the extent that the terms and provisions of
any bona fide agreement of the Partnership, including any agreement relating to
bona fide indebtedness, prohibits such declaration, payment or setting apart for
payment or provides that such declaration, payment or setting apart for payment
would constitute a breach thereof, or a default thereunder, or to the extent
that such declaration or payment shall be restricted or prohibited by law (and
such failure to pay distributions on the Series E Preferred Units shall prohibit
other distributions by the Partnership as described in Sections 5(c) or (d) of
this Schedule A). Notwithstanding the foregoing, distributions on the Series E
Preferred Units shall accumulate as provided herein whether or not any of the
foregoing restrictions exist.

         (c)      Except as provided in Section 5(d) of this Schedule A, so long
as any Series E Preferred Units are outstanding, (i) no cash or non-cash
distributions (other than in Common Units or other Units ranking junior to the
Series E Preferred Units as to payment of distributions and amounts upon
liquidation, dissolution or winding-up of the Partnership) shall be declared or
paid or set apart for payment upon the Common Units or any other class or series
of partnership interests in the Partnership or Units ranking, as to payment of
distributions or amounts distributable upon liquidation, dissolution or
winding-up of the Partnership, on a parity with or junior to the Series E
Preferred Units, for any period and (ii) no Common Units or other Units ranking
junior to or on a parity with the Series E Preferred Units as to payment of
distributions or amounts upon liquidation, dissolution or winding-up of the
Partnership shall be redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made

                                      A-4
<PAGE>

available for a sinking fund for the redemption of any such Units) by the
Partnership (except by conversion into or exchange for other Units ranking
junior to the Series E Preferred Units as to payment of distributions and
amounts upon liquidation, dissolution or winding-up of the Partnership or by
redemptions pursuant to Rights Agreements) unless, in the case of either clause
(i) or (ii), full cumulative distributions have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment in the next 30 days on the Series E Preferred Units for
all Distribution Periods ending on or prior to the distribution payment date for
the Common Units or such other class or series of Unit or the date of such
redemption, purchase or other acquisition.

         (d)      When distributions are not paid in full (or a sum sufficient
for such full payment is not set apart for such payment in the next 30 days)
upon the Series E Preferred Units and any other partnership interests in the
Partnership or Units ranking on a parity as to payment of distributions with the
Series E Preferred Units, all distributions declared upon the Series E Preferred
Units and any other partnership interests in the Partnership or Units ranking on
a parity as to payment of distributions with the Series E Preferred Units shall
be declared or paid pro rata so that the amount of distributions declared per
Unit of Series E Preferred Units and such other partnership interests in the
Partnership or Units shall in all cases bear to each other the same ratio that
accrued and unpaid distributions per Unit on the Series E Preferred Units and
such other partnership interests in the Partnership or Units (which shall not
include any accumulation in respect of unpaid distributions for prior
distribution periods if such Units do not have cumulative distributions) bear to
each other.

         (e)      Except as set forth in Section 6 of this Schedule A, holders
of Series E Preferred Units shall not be entitled to any distributions, whether
payable in cash, property or Units, in excess of the cumulative distributions
described in Section 5(a) of this Schedule A.

         (f)      Distributions with respect to the Series E Preferred Units are
intended to qualify as permitted distributions of cash that are not treated as a
disguised sale within the meaning of Treasury Regulation Section 1.707-4 and the
provisions of this Schedule A shall be construed and applied consistently with
such Treasury Regulations.

         6.       LIQUIDATION PREFERENCE.

         (a)      In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, before any payment or distribution
of the assets of the Partnership (whether capital or surplus) shall be made to
or set apart for the holders of Common Units or any other partnership interests
in the Partnership or Units ranking junior to the Series E Preferred Units as to
the distribution of assets upon the liquidation, dissolution or winding-up of
the Partnership, the holders of the Series E Preferred Units shall, with respect
to each such Unit, be entitled to receive, out of the assets of the Partnership
available for distribution to Partners after payment or provision for payment of
all debts and other liabilities of the Partnership and subject to the rights of
the holders of any series of Preferred Units ranking senior to or on parity with
the Series E Preferred Units with respect to payment of amounts upon
liquidation, dissolution or winding-up of the Partnership, an amount equal to
the greater of (i) $50, plus an amount equal to all distributions (whether or
not earned or declared) accrued and unpaid thereon to the date of final
distribution (including all accumulated and unpaid distributions) and (ii) the
amount that a holder

                                      A-5
<PAGE>

of such Series E Preferred Unit would have received upon final distribution in
respect of the number of Common Units into which such Series E Preferred Unit
(including all accumulated and unpaid distributions (whether or not earned or
declared) with respect thereto) was convertible immediately prior to such date
of final distribution. If, upon any such voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, the assets of the Partnership, or
proceeds thereof, distributable among the holders of the Series E Preferred
Units are insufficient to pay in full the preferential amount aforesaid on the
Series E Preferred Units and liquidating payments on any other Units or
partnership interests in the Partnership of any class or series ranking, as to
payment of distributions and amounts upon the liquidation, dissolution or
winding-up of the Partnership, on a parity with the Series E Preferred Units,
then such assets, or the proceeds thereof, shall be distributed among the
holders of Series E Preferred Units and any such other Units or partnership
interests in the Partnership ratably in accordance with the respective amounts
that would be payable on such Series E Preferred Units and such other Units or
partnership interests in the Partnership if all amounts payable thereon were
paid in full. For the purposes of this Section 6, none of (i) a consolidation or
merger of the Partnership with or into another entity, (ii) a merger of another
entity with or into the Partnership or (iii) a sale, lease or conveyance of all
or substantially all of the Partnership's assets, properties or business shall
be deemed to be a liquidation, dissolution or winding-up of the Partnership
(unless all or substantially all of the proceeds thereof are distributed by the
Partnership, in which case a liquidation, dissolution or winding-up of the
Partnership shall be deemed to have occurred).

         (b)      Written notice of such liquidation, dissolution or winding-up
of the Partnership, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be payable,
shall be given by first class mail, postage pre-paid, not less than 30 nor more
than 60 days prior to the payment date stated therein, to each record holder of
the Series E Preferred Units at the respective addresses of such holders as the
same shall appear on the transfer records of the Partnership.

         (c)      After payment of the full amount of liquidating distributions
to which they are entitled as provided in Section 6(a) of this Schedule A, the
holders of Series E Preferred Units shall have no right or claim to any of the
remaining assets of the Partnership.

         7.       CONVERSION. Holders of Series E Preferred Units shall have the
right to convert all or a portion of such Units into Common Units, as follows:

         (a)      A holder of Series E Preferred Units shall have the right, at
such holder's option, at any time, to convert any whole number of Series E
Preferred Units into fully paid and non-assessable Common Units; provided,
however, that the conversion right may not be exercised at any one time by a
holder of Series E Preferred Units with respect to less than 1,000 Series E
Preferred Units (or all the Series E Preferred Units then owned by such holder
if such holder owns less than 1,000 Series E Preferred Units). Each Series E
Preferred Unit shall be convertible into the number of Common Units determined
by dividing (i) the $50 base liquidation preference per Series E Preferred Unit,
plus an amount equal to all accumulated and unpaid distributions (whether or not
earned or declared) with respect thereto by (ii) a conversion price of $38.51
per Common Unit (equivalent to an initial conversion rate of 1.298364 Common
Units for each Series E Preferred Unit), subject to adjustment as described in
Section 7(c) hereof (the "Conversion Price").

                                      A-6
<PAGE>

         (b)      To exercise the conversion right, the holder of each Series E
Preferred Unit to be converted shall execute and deliver to the General Partner,
at the principal office of the Partnership, a written notice (the "Conversion
Notice") indicating that the holder thereof elects to convert such Series E
Preferred Unit and containing representations and warranties of such holder that
(i) such holder has good and marketable title to such Series E Preferred Unit,
free and clear of all liens, claims and encumbrances, (ii) such holder is an
accredited investor as defined in Regulation D under the Securities Act of 1933,
as amended, and has such knowledge and experience in financial and business
matters such that such holder is capable of evaluating the merits and risks of
receiving and owning the Common Units that may be issued to it in exchange for
such Series E Preferred Unit, (iii) such holder is able to bear the economic
risk of such ownership and (iv) such Common Units to be acquired by such holder
pursuant to this Agreement would be acquired by such holder for its own account,
for investment purposes only and not with a view to, and with no present
intention of, selling or distributing the same in violation of federal or state
securities laws. Unless the Units issuable on conversion are to be issued in the
same name as the name in which such Series E Preferred Unit is registered, each
Series E Preferred Unit surrendered for conversion shall be accompanied by
instruments of transfer, in form reasonably satisfactory to the Partnership,
duly executed by the holder or such holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Partnership demonstrating that such taxes have been paid).

         As promptly as practicable after delivery of the Conversion Notice as
aforesaid, the Partnership shall amend the Partnership Agreement to reflect the
conversion and the issuance of Common Units issuable upon the conversion of such
Series E Preferred Units in accordance with the provisions of this Section 7. In
addition, the Partnership shall deliver to the holder at its address as
reflected on the records of the Partnership, a copy of such amendment.

         A holder of Series E Preferred Units at the close of business on the
record date for any Distribution Period shall be entitled to receive the
distribution payable on such Units on the corresponding Distribution Payment
Date notwithstanding the conversion of such Series E Preferred Units following
such record date and prior to such Distribution Payment Date and shall have no
right to receive any distribution for such Distribution Period in respect of the
Common Units into which such Series E Preferred Units were converted. Except as
provided herein, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on converted Series E Preferred Units
or for distributions on the Common Units that are issued upon such conversion.
In the event that a holder of Series E Preferred Units converts its Series E
Preferred Units into Common Units on or prior to the record date for the initial
Distribution Period, the distribution for such Distribution Period in respect of
such Common Units shall be prorated and computed on the basis of twelve 30-day
months and a 360-day year.

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the Conversion Notice is received
by the Partnership as aforesaid, and the person or persons in whose name or
names any Common Units shall be issuable upon such conversion shall be deemed to
have become the holder or holders of record of such Units at such time on such
date, and such conversion shall be at the Conversion Price in effect at such
time and on such date unless the transfer books of the Partnership shall be
closed on that date, in which event such person or persons shall be deemed to
have become such holder or holders of

                                      A-7
<PAGE>

record immediately prior to the close of business on the next succeeding day on
which such transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date on which such Units have been surrendered
and such notice received by the Partnership.

         Notwithstanding anything to the contrary contained herein, all holders
of Series E Preferred Units shall be deemed to have delivered a Conversion
Notice (and therefore exercised their conversion rights effective as of the time
specified in the next sentence) as to all Series E Preferred Units if (a) with
respect to any period of 90 consecutive calendar days following the Tenth
Anniversary Date, the Common Unit Value exceeds on each trading day during such
90-day period the Conversion Price then in effect and (b) the amount of the
distribution (as calculated in accordance with Section 5(a)(ii) of this Schedule
A) for each of the four (4) Relevant Distribution Periods upon the number of
Common Units (or portion thereof) into which a Series E Preferred Unit is then
convertible in accordance with this Section 7 exceeds the Base Quarterly
Distribution. The forced conversion referred to in this paragraph shall be
effective at the close of business on the Distribution Payment Date for the last
Relevant Distribution Period.

         (c)      The Conversion Price shall be adjusted from time to time as
follows:

                  (i)      If the Partnership shall, after the date on which the
         Series E Preferred Units are first issued (the "Issue Date"), (A) pay
         or make a distribution to holders of its partnership interests or Units
         in Common Units, (B) subdivide its outstanding Common Units into a
         greater number of Units or distribute Common Units to the holders
         thereof, (C) combine its outstanding Common Units into a smaller number
         of Units, or (D) issue any partnership interests or Units by
         reclassification of its Common Units, the Conversion Price shall be
         adjusted so that the conversion rights of the holder of any Series E
         Preferred Unit are not diluted or expanded thereby.

                  (ii)     If the Partnership shall issue after the Issue Date
         rights, options or warrants to all holders of Common Units entitling
         them to subscribe for or purchase Common Units (or securities
         convertible into or exchangeable for Common Units) at a price per Unit
         less than the Fair Market Value on the record date for the
         determination of holders of Common Units entitled to receive such
         rights, options or warrants, then the Conversion Price shall be
         adjusted to equal the price determined by multiplying (I) the
         Conversion Price in effect immediately prior to adjustment by (II) a
         fraction, the numerator of which shall be the sum of (A) the number of
         Common Units outstanding at the close of business on the date fixed for
         such determination and (B) the number of Common Units that the
         aggregate proceeds to the Partnership from the exercise of such rights,
         options or warrants for Common Units would purchase at a price per Unit
         equal to the Fair Market Value, and the denominator of which shall be
         the sum of (A) the number of Common Units outstanding at the close of
         business on the date fixed for such determination and (B) the number of
         additional Common Units offered for subscription or purchase pursuant
         to such rights, options or warrants. In determining whether any rights,
         options or warrants entitle the holders of Common Units to subscribe
         for or purchase Common Units at a price per Unit less than the Fair
         Market Value, there shall be taken into account any consideration
         received by the Partnership upon issuance and upon exercise of such
         rights, options or warrants, the value of such consideration, if other
         than cash, to be determined in good faith by the Board of the General
         Partner.

                                      A-8
<PAGE>

                  (iii)    If the Partnership shall distribute after the Issue
         Date to all holders of Common Units any other securities or evidences
         of its indebtedness or assets (excluding those rights, options,
         warrants, securities and other assets referred to in and treated under
         subsection (i) or (ii) above, and excluding distributions paid
         exclusively in cash) (any of the foregoing being hereinafter in this
         subsection (iii) called the "Securities"), then in each case the
         Conversion Price shall be adjusted so that it shall equal the price
         determined by multiplying (I) the Conversion Price in effect
         immediately prior to the adjustment by (II) a fraction, the numerator
         of which shall be the Fair Market Value on the record date for the
         determination of holders of Common Units entitled to receive such
         distribution less the then fair market value (as determined in good
         faith by the General Partner) of the portion of the Securities so
         distributed applicable to one Common Unit, and the denominator of which
         shall be the Fair Market Value on the record date mentioned above. For
         the purposes of this subsection (iii), a distribution in the form of a
         Security, which is distributed not only to the holders of the Common
         Units on the date fixed for the determination of holders of Common
         Units entitled to such distribution of such Security, but also is
         distributed with each Common Unit delivered to a person converting a
         Series E Preferred Unit after such determination date (together with
         distributions thereon paid to the holders of Common Units prior
         thereto), shall not require an adjustment of the Conversion Price
         pursuant to this subsection (iii); provided that on the date, if any,
         on which a person converting a Series E Preferred Unit would no longer
         be entitled to receive such Security with a Common Unit, a distribution
         of such Securities shall be deemed to have occurred, and the Conversion
         Price shall be adjusted as provided in this subsection (iii) (and such
         day shall be deemed to be "the date fixed for the determination of the
         holders of Common Units entitled to receive such distribution" and "the
         record date" within the meaning of the preceding sentence).

                  (iv)     Notwithstanding the foregoing, no adjustment shall be
         made pursuant to the preceding clauses (ii) and (iii) that would result
         in an increase in the Conversion Price. No adjustment in the Conversion
         Price shall be required unless such adjustment would require a
         cumulative increase or decrease of at least 1% in such price; provided,
         however, that any adjustments that by reason of this subsection (iv)
         are not required to be made shall be carried forward and taken into
         account in any subsequent adjustment until made; and provided, further,
         that any adjustment shall be required and made in accordance with the
         provisions of this Section 7 (other than this subsection (iv)) not
         later than such time as may be required in order to preserve the
         tax-free nature of a distribution to the holders of Common Units.
         Notwithstanding any other provisions of this Section 7, the Partnership
         shall not be required to make any adjustment to the Conversion Price
         for the issuance of (i) any Common Units on account of any plan
         providing for the reinvestment of distributions or interest payable on
         securities of the Partnership or the General Partner and the investment
         of additional optional amounts under such plan or (ii) any options,
         rights or Common Units pursuant to or on account of any unit or stock
         option, unit or stock purchase or any unit or stock-based compensation
         plan maintained by the Partnership or the General Partner. All
         calculations under this Section 7 shall be made to the nearest cent
         (with $.005 being rounded upward) or to the nearest one-tenth of a Unit
         (with .05 of a Unit being rounded upward), as the case may be.

                                      A-9
<PAGE>

         (d)      If the Partnership shall be a party to any transaction
(including, without limitation, a merger, consolidation, entity conversion, unit
exchange, self tender offer for all or substantially all of the Common Units,
sale of all or substantially all of the Partnership's assets or recapitalization
of the Common Units or other business combination or reorganization and
excluding any transaction as to which subsection (c)(i) of this Section 7
applies) (each of the foregoing being referred to herein as a "Transaction"), in
each case as a result of which Common Units shall be exchanged for or converted
into partnership interests, shares, stock, securities or other property
(including cash or any combination thereof), each Series E Preferred Unit which
is not converted into the right to receive partnership interests, shares, stock,
securities or other property in connection with such Transaction (and thus
remains outstanding) shall thereafter be convertible into the kind and amount of
partnership interests, shares, stock, securities and other property (including
cash or any combination thereof) receivable upon the consummation of such
Transaction by a holder of that number of Common Units into which one Series E
Preferred Unit (including all distributions (whether or not earned or declared)
accumulated and unpaid thereon) was convertible immediately prior to such
Transaction, assuming such holder of Common Units is not a Person with which the
Partnership consolidated or into which the Partnership merged or which merged
into the Partnership or to which such sale or transfer was made, as the case may
be (a "Constituent Person"), or an affiliate of a Constituent Person. In the
event that holders of Common Units have the opportunity to elect the form or
type of consideration to be received upon consummation of the Transaction, prior
to such transaction the General Partner shall give prompt written notice to each
Series E Preferred Unit holder of such election, and each Series E Preferred
Unit holder shall also have the right to elect, by written notice to the General
Partner, the form or type of consideration to be received upon conversion of
each Series E Preferred Unit held by such holder following consummation of such
Transaction. If a holder of Series E Preferred Units fails to make such an
election, such holder (and any of its transferees) shall receive upon conversion
of each Series E Preferred Unit held by such holder (or by any of its
transferees) the same consideration that a holder of that number of Common Units
into which one Series E Preferred Unit was convertible immediately prior to such
Transaction would receive if such Common Unit holder failed to make such an
election. The Partnership shall not be a party to any Transaction unless the
terms of such Transaction are consistent with the provisions of this subsection
(d), and it shall not consent or agree to the occurrence of any Transaction
until the Partnership has entered into an agreement with the successor or
purchasing entity, as the case may be, for the benefit of the holders of the
Series E Preferred Units that will contain provisions enabling the holders of
Series E Preferred Units that remain outstanding after such Transaction to
convert into the consideration received by holders of Common Units at the
Conversion Price in effect immediately prior to such Transaction (with the
holder having the option to elect the type of consideration if a choice is
offered in the Transaction as specified above). The provisions of this
subsection (d) shall similarly apply to successive Transactions.

         (e)      If:

                  (i)      the Partnership shall declare a distribution on the
         Common Units (other than a regular quarterly cash distribution or a
         distribution in Common Units); or

                  (ii)     the Partnership shall authorize the granting to the
         holders of the Common Units of rights, options or warrants to subscribe
         for or purchase any Units of any class or any other rights, options or
         warrants; or

                                      A-10
<PAGE>

                  (iii)    there shall be any reclassification of the Common
         Units (other than a distribution in Common Units or a subdivision or
         combination of Common Units) or any consolidation or merger to which
         the Partnership is a party and for which approval of any partners of
         the Partnership is required, involving the conversion or exchange of
         Common Units into securities or other property, or a unit exchange
         involving the conversion or exchange of Common Units into securities or
         other property, a self tender offer by the Partnership for all or
         substantially all of the Common Units, or the sale or transfer of all
         or substantially all of the assets of the Partnership as an entirety;
         or

                  (iv)     there shall occur the voluntary or involuntary
         liquidation, dissolution or winding-up of the Partnership,

then the Partnership shall cause to be mailed to the holders of the Series E
Preferred Units at their addresses as shown on the records of the Partnership,
as promptly as possible a prior notice stating (A) the date on which a record is
to be taken for the purpose of such distribution or grant, or, if a record is
not to be taken, the date as of which the holders of Common Units of record to
be entitled to such distribution or grant are to be determined or (B) the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution or winding-up is expected to become effective, and the
date as of which it is expected that holders of Common Units of record shall be
entitled to exchange their Common Units for securities or other property, if
any, deliverable upon such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution or winding-up. Failure to give or receive
such notice or any defect therein shall not affect the legality or validity of
the proceedings described in this Section 7.

         (f)      Whenever the Conversion Price is adjusted as herein provided,
the Partnership shall prepare a notice of such adjustment of the Conversion
Price setting forth the adjusted Conversion Price and shall mail such notice of
such adjustment of the Conversion Price to the holder of each Series E Preferred
Unit at such holder's last address as shown on the records of the Partnership.

         (g)      Any adjustment to the Conversion Factor pursuant to subsection
(c) of this Section 7 with respect to any event shall become effective at such
time as is necessary to prevent dilution or expansion of the conversion rights
on account of such event.

         (h)      For purposes of this Section 7, the number of Common Units at
any time outstanding shall not include any Common Units then owned or held by or
for the account of the Partnership. The Partnership shall not make any
distribution on Common Units held in the treasury of the Partnership.

         (i)      If any action or transaction would require adjustment of the
Conversion Price pursuant to more than one subsection of this Section 7, only
one adjustment shall be made, and such adjustment shall be the amount of
adjustment that results in the lowest absolute value of the Conversion Price.

         (j)      If the Partnership shall take any action affecting the Common
Units, other than action described in this Section 7, that in the reasonable
judgment of the Partnership would materially affect the conversion rights of the
holders of the Series E Preferred Units, the

                                      A-11
<PAGE>

Conversion Price for the Series E Preferred Units may be adjusted, to the extent
permitted by law, in such manner, if any, and at such time, as the General
Partner, determines to be equitable in the circumstances.

         (k)      The Partnership covenants that Common Units issued upon
conversion of the Series E Preferred Units shall be validly issued, fully paid
and non-assessable and the holder thereof shall be entitled to rights of a
holder of Common Units specified in the Partnership Agreement. Prior to the
delivery of any securities that the Partnership shall be obligated to deliver
upon conversion of the Series E Preferred Units, the Partnership shall endeavor
to comply with all federal and state laws and regulations in respect thereof.

         (l)      The Partnership will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
Common Units or other securities or property on conversion of the Series E
Preferred Units pursuant hereto; provided, however, that the Company shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issue or delivery of Common Units or other securities or
property in a name other than that of the holder of the Series E Preferred Units
to be converted, and no such issue or delivery shall be made unless and until
the person requesting such issue or delivery has paid to the Partnership the
amount of any such tax or established, to the reasonable satisfaction of the
Partnership, that such tax has been paid.

         (m)      Notwithstanding anything to the contrary contained herein, the
adjustment provisions contained in this Section 7 shall be applied so that there
is no duplication of adjustments made pursuant to any other document.

                                      A-12