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                                                                    Exhibit 4.11

                                FOURTH AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        CABOT INDUSTRIAL PROPERTIES, L.P.

      This Fourth Amendment to Second Amended and Restated Agreement of Limited
Partnership (this "Amendment") is made as of December 9, 1999, by and among
CABOT INDUSTRIAL TRUST, a Maryland real estate investment trust, as general
partner (the "General Partner") of CABOT INDUSTRIAL PROPERTIES, L.P. (the
"Partnership"), for itself and on behalf of the limited partners of the
Partnership, and MONTEBELLO REALTY CORP., a Delaware corporation ("Montebello").

                                    Recitals

      Whereas, Section 4.2(a) of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership, as amended by (i) that certain First
Amendment to Second Amended and Restated Agreement of Limited Partnership, dated
as of April 29, 1999, (ii) that certain Second Amendment to Second Amended and
Restated Agreement of Limited Partnership, dated as of September 3, 1999, and
(iii) that certain Third Amendment to Second Amended and Restated Agreement of
Limited Partnership, dated as of September 27, 1999 (collectively, as amended,
the "Partnership Agreement") authorizes the General Partner to cause the
Partnership to issue additional Partnership Units in one or more classes or
series, with such designations, preferences and relative, participating,
optional or other special rights, powers and duties as shall be determined by
the General Partner, subject to the provisions of such section; and

      Whereas, pursuant to the authority granted to the General Partner pursuant
to Sections 4.2(a) and 14. 1(b) of the Partnership Agreement, the General
Partner desires to amend the Partnership Agreement (i) to establish a new class
of Partnership Units, the Series E Preferred Units (as hereinafter defined), and
to set forth the designations, rights, powers, preferences and duties of such
Series E Preferred Units, (ii) to issue the Series E Preferred Units to
Montebello and admit Montebello as an Additional Limited Partner and (iii) to
make certain other changes to the Partnership Agreement.

      Now, therefore, in consideration of good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the General Partner
hereby amends the Partnership Agreement as follows:

      Section 1. Definitions. For purposes of this Amendment, the term "Series E
Parity Preferred Units" shall be used to refer to any class or series of
Partnership Interests of the Partnership now or hereafter authorized, issued or
outstanding expressly designated by the
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Partnership to rank on a parity with Series E Preferred Units with respect to
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Partnership, including, without limitation, the Series B
Preferred Units, the Series C Preferred Units and the Preferred Series D Units.
The term "Series E Priority Return" shall mean, an amount equal to 8.375% per
annum, determined on the basis of a 360 day year of twelve 30 day months,
cumulative to the extent not distributed for any given distribution period
pursuant to Section 5.1 of the Partnership Agreement, of the stated value of $50
per Series E Preferred Unit, commencing on the date of issuance of such Series E
Preferred Unit. The term "Subsidiary" shall mean with respect to any person, any
corporation, partnership, limited liability company, joint venture or other
entity of which a majority of(i) voting power of the voting equity securities or
(ii) the outstanding equity interests, is owned, directly or indirectly, by such
person. The term "PTP" shall mean a "publicly traded partnership" within the
meaning of Section 7704 of the Code. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Partnership Agreement.

      Section 2. Designation and Number. A series of Partnership Units in the
Partnership designated as the "8.375% Series E Cumulative Redeemable Preferred
Units" (the "Series E Preferred Units") is hereby established. The number of
Series E Preferred Units shall be 200,000.

Section 3. Distributions.

            (a) Payment of Distributions. Subject to the rights of holders of
      Series E Parity Preferred Units as to the payment of distributions,
      pursuant to Section 5.1 of the Partnership Agreement, holders of Series E
      Preferred Units shall be entitled to receive, when, as and if declared by
      the Partnership acting through the General Partner, out of Available Cash,
      cumulative preferential cash distributions at the rate per annum of 8.375%
      of the original Capital Contribution per Series E Preferred Unit. Such
      distributions shall be cumulative, shall accrue from the original date of
      issuance and will be payable (i) quarterly in arrears, on March 31, June
      30, September 30 and December 31 of each year commencing on December 31,
      1999 and, (ii), in the event of (A) an exchange of Series E Preferred
      Units into Series E Preferred Shares, or (B) a redemption of Series E
      Preferred Units, on the exchange date or redemption date, as applicable
      (each a "Series E Preferred Unit Distribution Payment Date"). The amount
      of the distribution payable for any period will be computed on the basis
      of a 360-day year of twelve 30-day months and for any period shorter than
      a full quarterly period for which distributions are computed, the amount
      of the distribution payable will be computed on the basis of the actual
      number of days elapsed in such period. If any date on which distributions
      are to be made on the Series E Preferred Units is not a Business Day (as
      defined herein), then payment of the distribution to be made on such date
      will be made on the next succeeding day that is a Business Day (and
      without any interest or other payment in respect of any such delay) except
      that, if such Business Day is in the next succeeding calendar year, such
      payment shall be made on the immediately preceding Business Day, in each
      case with the same force and effect as if made on such date. Distributions
      on the Series E Preferred Units will be made to the holders of record of
      the Series E Preferred
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Units on the relevant record dates to be fixed by the Partnership acting through
the General Partner, which record dates shall in no event exceed fifteen (15)
Business Days prior to the relevant Series E Preferred Unit Distribution Payment
Date (the "Series E Preferred Unit Partnership Record Date").

      The term "Business Day" shall mean each day other than a Saturday or a
Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulations or executive order to close.

      (b) Distributions Cumulative. Distributions on the Series E Preferred
Units will accrue whether or not the terms and provisions of any agreement of
the Partnership, including any agreement relating to its indebtedness at any
time prohibit the current payment of distributions, whether or not the
Partnership has earnings, whether or not there are funds legally available for
the payment of such of such distributions and whether or not such distributions
are authorized. Accrued but unpaid distributions on the Series E Preferred Units
will accumulate as of the Series E Preferred Unit Distribution Payment Date on
which they first become payable. Distributions on account of arrears for any
past distribution periods may be declared and paid at any time, without
reference to a regular Series E Preferred Unit Distribution Payment Date to
holders of record of the Series E Preferred Units on the record date fixed by
the Partnership acting through the General Partner which date shall not exceed
fifteen (15) Business Days prior to the payment date. Accumulated and unpaid
distributions will not bear interest.

      (c) Priority as to Distributions.

            (i) So long as any Series E Preferred Units are outstanding, no
      distribution of cash or other property shall be authorized, declared, paid
      or set apart for payment on or with respect to any class or series of
      Partnership Interest of the Partnership ranking junior as to the payment
      of distributions or rights upon a voluntary or involuntary liquidation,
      dissolution or winding-up of the Partnership to the Series E Preferred
      Units (collectively, "Units Junior to Series E"), nor shall any cash or
      other property be set aside for or applied to the purchase, redemption or
      other acquisition for consideration of any Series E Preferred Units, any
      Series E Parity Preferred Units or any Units Junior to Series E, unless,
      in each case, all distributions accumulated on all Series E Preferred
      Units and all classes and series of outstanding Series E Parity Preferred
      Units have been paid in full. The foregoing sentence will not prohibit (a)
      distributions payable solely in Partnership Units ranking junior to the
      Series E Preferred Units as to distributions and upon liquidation,
      winding-up or dissolution, (b) the conversion of Units Junior to Series E
      or Series E Parity Preferred Units into Partnership Units ranking junior
      to the Series E Preferred Units as to distributions and upon liquidation,
      winding-up or dissolution or (c) the redemption of Partnership Interests
      corresponding to any Series E Preferred Shares (as hereinafter defined),
      Parity Preferred Shares (as such term is defined in the Charter) or Junior
      Shares (as such term is defined in the Charter) to be purchased
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      by the General Partner pursuant to Article 3 of the Declaration of Trust
      of the General Partner (the "Charter") to preserve the General Partner's
      status as a real estate investment trust, provided that such redemption
      shall be upon the same terms as the corresponding purchase pursuant to
      Article 3 of the Charter.

            (ii) So long as distributions have not been paid in full (or a sum
      sufficient for such full payment is not irrevocably deposited in trust for
      payment) upon the Series E Preferred Units, all distributions authorized
      and declared on the Series E Preferred Units and all classes or series of
      outstanding Series E Parity Preferred Units shall be authorized and
      declared so that the amount of distributions authorized and declared per
      Series E Preferred Unit and such other classes or series of Series E
      Parity Preferred Units shall in all cases bear to each other the same
      ratio that accrued distributions per Series E Preferred Unit and such
      other classes or series of Series E Parity Preferred Units (which shall
      not include any accumulation in respect of unpaid distributions for prior
      distribution periods if such class or series of Series E Parity Preferred
      Units do not have cumulative distribution rights) bear to each other.

      (d) No Further Rights. Holders of Series E Preferred Units shall not be
entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.

Section 4. Intentionally Omitted.

Section 5. Liquidation Proceeds.

      (a) Upon voluntary or involuntary liquidation, dissolution or winding-up
of the Partnership, distributions on the Series E Preferred Units shall be made
in accordance with Section 13.2 of the Partnership Agreement.

      (b) Notice. Written notice of any such voluntary or involuntary
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 (i) fax and (ii) by first
class mail, postage pre-paid, not less than thirty (30) and not more than sixty
(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) No Further Rights. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series E Preferred
Units will have no right or claim to any of the remaining assets of the
Partnership.

      (d) Consolidation, Merger or Certain Other Transactions. The voluntary
sale, conveyance, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the General Partner to,
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or the consolidation or merger or other business combination of the Partnership
with or into, any corporation, trust, partnership, limited liability company or
other entity (or of any corporation, trust, partnership, limited liability
company or other entity with or into the Partnership) shall not be deemed to
constitute a liquidation, dissolution or winding-tip of the Partnership.

Section 6. Optional Redemption.

      (a) Right of Optional Redemption. The Series E Preferred Units may not be
redeemed prior to the fifth (5th) anniversary of the issuance date. On or after
such date, the Partnership shall have the right to redeem the Series E Preferred
Units, in whole or in part, at any time or from time to time, upon not less than
thirty (30) nor more than sixty (60) days' written notice, at a redemption
price, payable in cash, equal to the Capital Account balance of the holders of
Series E Preferred Units (the "Series E Redemption Price"); provided, however,
that no redemption pursuant to this Section 6 will be permitted if the Series E
Redemption Price does not equal or exceed the original Capital Contribution of
such holder plus the cumulative Series E Priority Return, whether or not
declared, to the redemption date to the extent not previously distributed or
distributed pursuant to Section 3(a). If fewer than all of the outstanding
Series E Preferred Units are to be redeemed, the Series E Preferred Units to be
redeemed shall be selected pro rata (as nearly as practicable without creating
fractional units).

      (b) Limitation on Redemption. The Partnership may not redeem fewer than
all of the outstanding Series E Preferred Units unless all accumulated and
unpaid distributions have been paid on all Series E Preferred Units for all
quarterly distribution periods terminating on or prior to the date of
redemption.

(c) Procedures for Redemption.

            (i) Notice of redemption will be (A) faxed, and (B) mailed by the
      Partnership, by certified mail, postage prepaid, not less than thirty (30)
      nor more than sixty (60) days prior to the redemption date, addressed to
      the respective holders of record of the Series E Preferred Units at their
      respective addresses as they appear on the records of the Partnership. No
      failure to give or defect in such notice shall affect the validity of the
      proceedings for the redemption of any Series E Preferred Units except as
      to the holder to whom such notice was defective or not given. In addition
      to any information required by law, each such notice shall state: (1) the
      redemption date, (2) the Series E Redemption Price, (3) the aggregate
      number of Series E Preferred Units to be redeemed and if fewer than all of
      the outstanding Series E Preferred Units are to be redeemed, the number of
      Series E Preferred Units to be redeemed held by such holder, which number
      shall equal such holder's pro rata share (based on the percentage of the
      aggregate number of outstanding Series E Preferred Units the total number
      of Series E Preferred Units held by such holder represents) of the
      aggregate number of Series E Preferred Units to be redeemed, (4) the place
      or places where such
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      Series E Preferred Units are to be surrendered for payment of the Series E
      Redemption Price, (5) that distributions on the Series E Preferred Units
      to be redeemed will cease to accumulate on such redemption date and (6)
      that payment of the Series E Redemption Price will be made upon
      presentation and surrender of such Series E Preferred Units.

            (ii) If the Partnership gives a notice of redemption in respect of
      Series E Preferred Units (which notice will be irrevocable) then, by 12:00
      noon, New York City time, on the redemption date, the Partnership will
      deposit irrevocably in trust for the benefit of the Series E Preferred
      Units being redeemed funds sufficient to pay the applicable Series E
      Redemption Price and will give irrevocable instructions and authority to
      pay such Series E Redemption Price to the holders of the Series E
      Preferred Units upon surrender of the Series E Preferred Units by such
      holders at the place designated in the notice of redemption. If the Series
      E Preferred Units are evidenced by a certificate and if fewer than all
      Series E Preferred Units evidenced by any certificate are being redeemed,
      a new certificate shall be issued upon surrender of the certificate
      evidencing all Series E Preferred Units, evidencing the unredeemed Series
      F Preferred Units without cost to the holder thereof. On and after the
      date of redemption, distributions will cease to accumulate on the Series E
      Preferred Units or portions thereof called for redemption, unless the
      Partnership defaults in the payment thereof. If any date fixed for
      redemption of Series E Preferred Units is not a Business Day, then payment
      of the Series E Redemption Price payable on such date will be made on the
      next succeeding day that is a Business Day (and without any interest or
      other payment in respect of any such delay) except that, if such Business
      Day falls in the next calendar year, such payment will be made on the
      immediately preceding Business Day, in each case with the same force and
      effect as if made on such date fixed for redemption. If payment of the
      Series E Redemption Price is improperly withheld or refused and not paid
      by the Partnership, distributions on such Series E Preferred Units will
      continue to accumulate from the original redemption date to the date of
      payment, in which case the actual payment date will be considered the date
      fixed for redemption for purposes of calculating the applicable Series E
      Redemption Price.

Section 7. Voting Rights.

      (a) General. Holders of the Series E Preferred Units will not have any
voting rights or right to consent to any matter requiring the consent or
approval of the Limited Partners, except as set forth in the Partnership
Agreement and except as set forth below.

      (b) Certain Voting Rights. So long as any Series E Preferred Units remain
outstanding, the Partnership shall not, without the affirmative vote of the
holders of at least two-thirds of the Series E Preferred Units outstanding at
the time (i) authorize or create, or increase the authorized or issued amount
of, any class or series of Partnership Interests senior to the Series E
Preferred Units with respect to payment of distributions or
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      rights upon liquidation, dissolution or winding-up of the Partnership or
      reclassify any Partnership Interests of the Partnership into any such
      senior Partnership Interest, or create, authorize or issue any obligations
      or security convertible into or evidencing the right to purchase any such
      senior Partnership Interests, (ii) authorize or create, or increase the
      authorized or issued amount of any Series E Parity Preferred Units or
      reclassify any Partnership Interest into any such Partnership Interest or
      create, authorize or issue any obligations or security convertible into or
      evidencing the right to purchase any such Partnership Interests but only
      to the extent such Series E Parity Preferred Units are issued to an
      Affiliate of the Partnership, other than the General Partner to the extent
      the issuance of such interests was to allow the General Partner to issue
      corresponding preferred stock to persons who are not Affiliates of the
      Partnership (or to Affiliates purchasing the preferred stock on the same
      terms as non-affiliated purchasers) or (iii) either (A) consolidate, merge
      into or with, or convey, transfer or lease all or substantially all of its
      assets to, any corporation or other entity or (B) amend, alter or repeal
      the provisions of the Partnership Agreement, whether by merger,
      consolidation or otherwise, that would materially and adversely affect the
      powers, special rights, preferences, privileges or voting power of the
      Series E Preferred Units or the holders thereof, provided, however, that
      with respect to the occurrence of a merger, consolidation or a sale or
      lease of all or substantially all of the Partnership's assets as an
      entirety, so long as (1) the Partnership is the surviving entity and the
      Series E Preferred Units remain outstanding with the terms thereof
      unchanged, or (2) the resulting, surviving or transferee entity is a
      partnership, limited liability company or other pass-through entity
      organized under the laws of any state and substitutes the Series E
      Preferred Units for other interests in such entity having substantially
      the same terms and rights as the Series E Preferred Units, including with
      respect to distributions, voting rights and rights upon liquidation,
      dissolution or winding-up of the Partnership, then the occurrence of any
      such event shall not be deemed to materially and adversely affect such
      rights, privileges or voting powers of the holders of the Series E
      Preferred Units and no vote of the Series E Preferred Units shall be
      required in such case; and provided further that any increase in the
      amount of Partnership Interests or the creation or issuance of any other
      class or series of Partnership Interests, in each case ranking (y) junior
      to the Series E Preferred Units with respect to payment of distributions
      or the distribution of assets upon liquidation, dissolution or winding-up
      of the Partnership, or (z) on a parity with the Series E Preferred Units
      with respect to payment of distributions and the distribution of assets
      upon liquidation, dissolution or winding-up of the Partnership to the
      extent such Partnership Interests are issued to an affiliate of the
      Partnership, other than the General Partner to the extent the issuance of
      such interests was to allow the General Partner to issue corresponding
      preferred stock to persons who are not affiliates of the Partnership,
      shall not be deemed to materially and adversely affect such rights,
      preferences, privileges or voting powers and no vote of the Series E
      Preferred Units shall be required in such case.

      Section 8. Transfer Restrictions. The Series E Preferred Units shall be
subject to the provisions of Article XI of the Partnership Agreement, provided,
however, that (i) the General Partner shall act reasonably in exercising its
discretion pursuant to the provisions of Section 1l.4(a)(ii) to transferees of
Series E Preferred Units, (ii) the provisions of Clause B of
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Section 11.3(d) shall not be applicable to holders of Series E Preferred Units
if at the time of such transfer, the Partnership already has 100 Partners; (iii)
if only a portion of the Series E Preferred Units shall be transferred, the
transferee of such transferred Series E Preferred Units shall, subject to the
provisions of Section 11.4, be substituted as a Limited Partner in place of the
transferring holders only as to the Series E Preferred Units so transferred; and
(iv) the provisions of Sections 11.6(c) and 11.6(d) shall not be applicable to
any transfer of Series E Preferred Units; and provided further that "transfer"
when used in Article 11 shall not be deemed to include any exchange pursuant to
Section 9 below.

      Section 9. Exchange Rights.

            (a) Right to Exchange.

                  (i) Series E Preferred Units will be exchangeable in whole or
            in part at anytime on or after the tenth (10th) anniversary of the
            date of issuance, at the option of the holders thereof, for
            authorized but previously unissued shares of 8.375% Series E
            Cumulative Redeemable Preferred Shares of the General Partner (the
            "Series E Preferred Shares") at an exchange rate of one Series E
            Preferred Share for one Series E Preferred Unit, subject to
            adjustment as described below (the "Series E Exchange Price"),
            provided that the Series E Preferred Units will become exchangeable
            at any time, in whole or in part, at the option of the holders of
            Series E Preferred Units for Series E Preferred Shares if(y) at any
            time full distributions shall not have been timely made on any
            Series E Preferred Unit with respect to six (6) prior quarterly
            distribution periods, whether or not consecutive, provided, however,
            that a distribution in respect of Series E Preferred Units shall be
            considered timely made if made within two (2) Business Days after
            the applicable Series E Preferred Unit Distribution Payment Date if
            at the time of such late payment there shall not be any prior
            quarterly distribution periods in respect of which full
            distributions were not timely made or (z) upon receipt by a holder
            or holders of Series E Preferred Units of (1) a notice from the
            General Partner that the General Partner or a Subsidiary of the
            General Partner has taken the position that the Partnership is, or
            upon the occurrence of a defined event in the immediate future will
            be, a PTP and (2) an opinion rendered by an outside nationally
            recognized independent counsel familiar with such matters addressed
            to a holder or holders of Series E Preferred Units, that the
            Partnership is or likely is, or upon the occurrence of a defined
            event in the immediate future will be or likely will be, a PTP. In
            addition, the Series E Preferred Units may be exchanged for Series E
            Preferred Shares, in whole or in part, at the option of any holder
            prior to the tenth (10th) anniversary of the issuance date and after
            the third (3rd) anniversary thereof if such holder of a Series E
            Preferred Units shall deliver to the General Partner either (i) a
            private letter ruling addressed to such holder of Series E Preferred
            Units or (ii) an opinion of independent counsel reasonably
            acceptable to the General Partner based on the enactment of
            temporary or final Treasury Regulations or the publication of a
            Revenue Ruling, in either case to the effect that an exchange of the
            Series E Preferred Units at such earlier time would not
<PAGE>

            cause the Series E Preferred Units to be considered "stock and
            securities" within the meaning of section 351(e) of the Code for
            purposes of determining whether the holder of such Series E
            Preferred Units is an "investment company" under section 721(b) of
            the Code if an exchange is permitted at such earlier date.
            Furthermore, all the Series E Preferred Units held by any holder
            thereof which is a real estate investment trust within the meaning
            of Sections 856 through 859 of the Code for Series E Preferred
            Shares may be exchanged in whole but not in part (but only if the
            exchange may be accomplished consistently with the ownership
            limitations set forth under Article 3 of the Charter (taking into
            account exceptions thereto)) if at any time, (i) the Partnership
            reasonably determines that the assets and income of the Partnership
            for a taxable year after 1999 would not satisfy the income and
            assets tests of Section 856 of the Code for such taxable year if the
            Partnership were a real estate investment trust within the meaning
            of the Code or (ii) any such holder of Series E Preferred Units
            shall deliver to the Partnership and the General Partner an opinion
            of independent counsel reasonably acceptable to the General Partner
            to the effect that, based on the assets and income of the
            Partnership for a taxable year after 1999, the Partnership would not
            satisfy the income and assets tests of Section 856 of the Code for
            such taxable year if the Partnership were a real estate investment
            trust within the meaning of the Code and that such failure would
            create a meaningful risk that a holder of the Series E Preferred
            Units would fail to maintain qualification as a real estate
            investment trust.

                  (ii) Notwithstanding anything to the contrary set forth in
            Section 9(a)(i) hereof, if an Series E Exchange Notice (as defined
            herein) has been delivered to the General Partner, then the General
            Partner may, at its option, elect to redeem or cause the Partnership
            to redeem all or a portion of the outstanding Series E Preferred
            Units for cash in an amount equal to the original Capital
            Contribution per Series E Preferred Unit and all accrued and unpaid
            distributions thereon to the date of redemption. The General Partner
            may exercise its option to redeem the Series E Preferred Units for
            cash pursuant to this Section 9(a)(ii) hereof by giving each holder
            of record of Series E Preferred Units notice of its election to
            redeem for cash, within five (5) Business Days after receipt of the
            Series E Exchange Notice, by (y) fax, and (z) registered mail,
            postage paid, at the address of each holder as it may appear on the
            records of the Partnership stating (A) the redemption date, which
            shall be no later than sixty (60) days following the receipt of the
            Series E Exchange Notice, (B) the redemption price, (C) the place or
            places where the Series E Preferred Units are to be surrendered for
            payment of the redemption price, (D) that distributions on the
            Series E Preferred Units will cease to accrue on such redemption
            date; (F) that payment of the redemption price will be made upon
            presentation and surrender of the Series E ______ Preferred Units
            and (F) the aggregate number of Series E Preferred Units to be
            redeemed, and if fewer than all of the outstanding Series E
            Preferred Units are to be redeemed, the number of Series E Preferred
            Units to be redeemed held by such holder, which number shall equal
            such holder's pro-rata share (based on the percentage of the
<PAGE>

            aggregate number of outstanding Series E Preferred Units the total
            number of Series E Preferred Units held by such holder represents)
            of the aggregate number of Series E Preferred Units being redeemed.

                  (iii) In the event an exchange of all or a portion of Series E
            Preferred Units pursuant to Section 9(a)(i) hereof would violate the
            provisions on ownership limitation of the General Partner set forth
            in Article 3 of the Charter with respect to the Series E Preferred
            Shares, the General Partner shall give written notice thereof to
            each holder of record of Series E Preferred Units, within five (5)
            Business Days following receipt of the Series E Exchange Notice, by
            (y) fax, and (z) registered mail, postage prepaid, at the address of
            each such holder set forth in the records of the Partnership. In
            such event, each holder of Series E Preferred Units shall be
            entitled to exchange, pursuant to the provision of Section 9(b) a
            number of Series E Preferred Units which would comply with the
            provisions on the ownership limitation of the General Partner set
            forth in such Article 3 of the Charter and any Series E Preferred
            Units not so exchanged (the "Series E Excess Units") shall be
            redeemed by the Partnership for cash in an amount equal to the
            original Capital Contribution per Excess Unit, plus any accrued and
            unpaid distributions thereon, whether or not declared, to the date
            of redemption. The written notice of the General Partner shall state
            (A) the number of Series E Excess Units held by such holder, (B) the
            redemption price of the Series E Excess Units, (C) the date on which
            such Series E Excess Units shall be redeemed, which date shall be no
            later than sixty (60) days following the receipt of the Series E
            Exchange Notice, (D) the place or places where such Series E Excess
            Units are to be surrendered for payment of the Series E Redemption
            Price, (E) that distributions on the Series E Excess Units will
            cease to accrue on such redemption date, and (F) that payment of the
            redemption price will be made upon presentation and surrender of
            such Series E Excess Units. In the event an exchange would result in
            Series E Excess Units, as a condition to such exchange, each holder
            of such units agrees to provide representations and covenants
            reasonably requested by the General Partner relating to (1) the
            widely held nature of the interests in such holder, sufficient to
            assure the General Partner that the holder's ownership of stock of
            the General Partner (without regard to the limits described above)
            will not cause any individual to Beneficially Own in excess of the
            Ownership Limit (all as defined in the General Partner's Charter);
            and (2) to the extent such holder can so represent and covenant
            without obtaining information from its owners, the holder's
            ownership of tenants of the Partnership and its affiliates.

                  (iv) The redemption of Series E Preferred Units described in
            Section 9(a)(ii) and (iii) shall be subject to the provisions of
            Section 6(b)(i) and Section 6(c)(ii); provided, however, that the
            term "Series E Redemption Price" in such Section shall be read to
            mean the original Capital Contribution per Series E Preferred Unit
            being redeemed plus all accrued and unpaid distributions to the
            redemption date.
<PAGE>

            (b) Procedure for Exchange.

                  (i) Any exchange shall be exercised pursuant to a notice of
            exchange (the "Series E Exchange Notice") delivered to the General
            Partner by the holder who is exercising such exchange right, by (A)
            fax and (B) by certified mail postage prepaid. The exchange of
            Series E Preferred Units, or a specified portion thereof, may be
            effected after the fifth (5th) Business Day following receipt by the
            General Partner of the Series E Exchange Notice by delivering
            certificates, if any, representing such Series E Preferred Units to
            be exchanged together with, if applicable, written notice of
            exchange and a proper assignment of such Series E Preferred Units to
            the office of the General Partner maintained for such purpose.
            Currently, such office is Two Center Plaza, Suite 200, Boston,
            Massachusetts 02108. Each exchange will be deemed to have been
            effected immediately prior to the close of business on the date on
            which such Series E Preferred Units to be exchanged (together with
            all required documentation) shall have been surrendered and notice
            shall have been received by the General Partner as aforesaid and the
            Series E Exchange Price shall have been paid. Any Series E Preferred
            Shares issued pursuant to this Section 9 shall be delivered as
            shares which are duly authorized, validly issued, fully paid and
            nonassessable, free of pledge, lien, encumbrance or restriction
            other than those provided in the Charter, the Bylaws of the General
            Partner, the Securities Act and relevant state securities or blue
            sky laws.

                  (ii) In the event of an exchange of Series E Preferred Units
            for Series E Preferred Shares, an amount equal to the accrued and
            unpaid distributions, whether or not declared, to the date of
            exchange on any Series E Preferred Units tendered for exchange shall
            (A) accrue on the Series E Preferred Shares into which such Series E
            Preferred Units are exchanged, and (B) continue to accrue on such
            Series E Preferred Units, which shall remain outstanding following
            such exchange, with the General Partner as the holder of such Series
            F Preferred Units. Notwithstanding anything to the contrary set
            forth herein, in no event shall a holder of a Series E Preferred
            Unit that was validly exchanged into Series E Preferred Shares
            pursuant to this section (other than the General Partner now holding
            such Series E Preferred Unit), receive a cash distribution out of
            Available Cash of the Partnership, if such holder, after exchange,
            is entitled to receive a distribution out of Available Cash with
            respect to the Series E Preferred Shares for which such Series E
            Preferred Unit was exchanged or redeemed.

                  (iii) Fractional shares of Series E Preferred Shares are not
            to be issued upon exchange but, in lieu thereof, the General Partner
            will pay a cash adjustment based upon the fair market value of the
            Series E Preferred Shares on the day prior to the exchange date as
            determined in good faith by the Board of Directors of the General
            Partner.

      (c) Adjustment of Series E Exchange Price.
<PAGE>

                  (i) The Series E Exchange Price is subject to adjustment upon
            certain events, including, (A) subdivisions, combinations and
            reclassification of the Series E Preferred Shares, and (B)
            distributions to all holders of Series E Preferred Shares of
            evidence of indebtedness of the General Partner or assets (including
            securities, but excluding dividends and distributions paid in cash
            out of equity applicable to Series E Preferred Shares).

                  (ii) In case the General Partner shall be a party to any
            transaction (including, without limitation, a merger, consolidation,
            statutory share exchange, tender offer for all or substantially all
            of the General Partner's capital stock or sale of all or
            substantially all of the General Partner's assets), in each case as
            a result of which the Series E Preferred Shares will be converted
            into the right to receive shares of capital stock, other securities
            or other property (including cash or any combination thereof), each
            Series E Preferred Unit will thereafter be exchangeable into the
            kind and amount of shares of capital stock and other securities and
            property receivable (including cash or any combination thereof) upon
            the consummation of such transaction by a holder of that number of
            Series E Preferred Shares or fraction thereof into which one Series
            F Preferred Unit was exchangeable immediately prior to such
            transaction. The General Partner may not become a party to any such
            transaction unless the terms thereof are consistent with the
            foregoing.

      Section 10. No Conversion Rights.

            (a) The holders of the Series E Preferred Units shall not have any
      rights to convert such shares into shares of any other class or series of
      shares or into any other securities of, or interest in, the Partnership.

            (b) The Series E Preferred Units shall not be subject to the
      provisions of Section 4.2(e) of the Partnership Agreement.

      Section 11. No Sinking Fund. No sinking fund shall be established for the
retirement or redemption of Series E Preferred Units.

      Section 12. Admission of Limited Partner; Exhibits to Partnership
Agreement. In accordance with Section 12.2(b), Montebello is hereby admitted as
an Additional Limited Partner. In order to duly reflect the issuance of Series E
Preferred Units provided for herein, the Partnership Agreement is hereby amended
by deleting Exhibit A attached thereto and substituting Exhibit A attached
hereto therefor.

      Section 13. Reaffirmation. Except as modified herein, all terms and
conditions of the Partnership Agreement shall remain in full force and effect,
which terms and conditions the General Partner hereby ratifies and affirms.
<PAGE>

                        (signatures appear on next page)
<PAGE>

      In witness whereof, this Amendment has been executed as of the date first
above written.

                              GENERAL PARTNER

                                     CABOT INDUSTRIAL TRUST


                                                                  By:
                                     Name:
                                     Title:


                              ADDITIONAL LIMITED PARTNER

                                     MONTEBELLO REALTY CORP.


                                                                  By:
                                     Name:
                                     Title:
<PAGE>

                                    EXHIBIT A