** **

**Exhibit3.2(i)**

** **

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

DUKE-WEEKS REALTY LIMITED PARTNERSHIP

** **

Dated as of July 2, 1999

 

----

# ** **

# **TABLE OFCONTENTS**

|                | ** **                                                     | ** ** | ** ** |
|----------------|----------------------------------------------------------------|------------|------------|
|           |                                                           |       |
| ARTICLE I      | GENERAL  PROVISIONS                                            |       |
|           |                                                           |       |
| Section 1.01.  | Name                                                           |       |
|           |                                                           |       |
| Section 1.02.  | Place of Business                                              |       |
|           |                                                           |       |
| Section 1.03.  | Continuation and Term                                          |       |
|           |                                                           |       |
| Section  1.04. | Definitions                                                    |       |
|           |                                                           |       |
| ARTICLE II     | MEMBERS AND  STATUS                                            |       |
|           |                                                           |       |
| Section  2.01. | The  Partners                                                  |       |
|           |                                                           |       |
| Section 2.02.  | Additional Partners                                            |       |
|           |                                                           |       |
| Section 2.03.  | Classification and Ownership of Units                          |       |
|           |                                                           |       |
| Section 2.04.  | Liability of General Partner                                   |       |
|           |                                                           |       |
| Section 2.05.  | Limitation Upon Liability of Limited Partners                  |       |
|           |                                                           |       |
| ARTICLE III    | SCOPE OF  PARTNERSHIP AND MODE OF OPERATION                    |       |
|           |                                                           |       |
| Section 3.01.  | Scope of Partnership                                           |       |
|           |                                                           |       |
| Section 3.02.  | Powers of the Partnership                                      |       |
|           |                                                           |       |
| Section 3.03.  | Management of the Partnership                                  |       |
|           |                                                           |       |
| Section 3.04.  | Limitation on Powers                                           |       |
|           |                                                           |       |
| Section 3.05.  | Non-Participation  in Management by Limited Partners           |       |
|           |                                                           |       |
| Section 3.06.  | Time to be Devoted to Business                                 |       |
|           |                                                           |       |
| Section 3.07.  | Dealings With Related Entities                                 |       |
|           |                                                           |       |
| Section 3.08.  | Other Business                                                 |       |
|           |                                                           |       |
| Section 3.09.  | Restriction on the General Partner and Partnership  Activities |       |
|           |                                                           |       |
| Section 3.10.  | Indemnification                                                |       |
|           |                                                           |       |
| Section 3.11.  | Voting Rights of Partners                                      |       |
|           |                                                           |       |
| Section 3.12.  | Approval Procedures                                            |       |
|           |                                                           |       |
| Section 3.13.  | Loans to and from the Partnership                              |       |
|           |                                                           |       |
| Section 3.14.  | Reimbursement of Expenses                                      |       |
|           |                                                           |       |
| Section 3.15.  | Indemnification of Certain Recourse Debt                       |       |
|           |                                                           |       |
| ARTICLE IV     | CAPITAL  CONTRIBUTIONS, PROFITS AND LOSSES AND DISTRIBUTIONS   |       |
|           |                                                           |       |
| Section 4.01.  | Purchase of Units and Capital Contributions                    |       |
|           |                                                           |       |
| Section 4.02.  | Issuance of Additional Partnership Interests                   |       |
|           |                                                           |       |
| Section 4.03.  | Distributable Cash                                             |       |
|           |                                                           |       |
| Section 4.04.  | Distributions From Terminating Capital Transaction             |       |
|                |                                                                |            |            |  |  |

 

i

----

 
|                | ** **                                           | ** ** | ** ** | ** ** |
|----------------|------------------------------------------------------|------------|------------|------------|
|           |                                                 |       |       |
| Section 4.05.  | Allocation of Profits and Losses                     |       |       |
|           |                                                 |       |       |
| Section 4.06.  | Mandatory Allocations                                |       |       |
|           |                                                 |       |       |
| Section 4.07.  | Other Allocation Rules                               |       |       |
|           |                                                 |       |       |
| Section 4.08.  | Tax Allocations; Code Section 704(c)                 |       |       |
|           |                                                 |       |       |
| Section 4.09.  | General Provisions                                   |       |       |
|           |                                                 |       |       |
| Section 4.10.  | No Interest on Capital Accounts                      |       |       |
|           |                                                 |       |       |
| Section 4.11.  | Distribution of Property                             |       |       |
|           |                                                 |       |       |
| Section 4.12.  | Return of Capital Contribution                       |       |       |
|           |                                                 |       |       |
| ARTICLE V      | ACCOUNTING,  REPORTING AND HOLDING OF ASSETS         |       |       |
|           |                                                 |       |       |
| Section 5.01.  | Fiscal Year                                          |       |       |
|           |                                                 |       |       |
| Section 5.02.  | Records, Accounting and Reports                      |       |       |
|           |                                                 |       |       |
| Section 5.03.  | Right to Inspection                                  |       |       |
|           |                                                 |       |       |
| Section 5.04.  | Holding and Transfer of Assets                       |       |       |
|           |                                                 |       |       |
| Section 5.05.  | Bank Accounts                                        |       |       |
|           |                                                 |       |       |
| Section 5.06.  | Tax Status; Notice of Tax Controversy                |       |       |
|           |                                                 |       |       |
| Section 5.07.  | Tax Matters Partner; Tax Elections; Tax Returns      |       |       |
|           |                                                 |       |       |
| Section 5.08.  | Tax Matters Partner Not Liable                       |       |       |
|           |                                                 |       |       |
| Section  5.09. | Withholding                                          |       |       |
|           |                                                 |       |       |
| ARTICLE VI     | DISSOLUTION  AND CONTINUATION OF PARTNERSHIP         |       |       |
|           |                                                 |       |       |
| Section  6.01. | Dissolution                                          |       |       |
|           |                                                 |       |       |
| Section 6.02.  | Notice of Dissolution                                |       |       |
|           |                                                 |       |       |
| Section 6.03.  | Continuation of Partnership                          |       |       |
|           |                                                 |       |       |
| Section 6.04.  | Extension of Term                                    |       |       |
|           |                                                 |       |       |
| ARTICLE VII    | TRANSFER OF  UNITS AND CHANGES IN PARTNERS           |       |       |
|           |                                                 |       |       |
| Section 7.01.  | General Partner Transfers Restricted                 |       |       |
|           |                                                 |       |       |
| Section 7.02.  | Limited Partner Transfers Restricted                 |       |       |
|           |                                                 |       |       |
| Section 7.03.  | Transfer and Assignment of Partnership Interest      |       |       |
|           |                                                 |       |       |
| Section 7.04.  | Substitution as a Partner                            |       |       |
|           |                                                 |       |       |
| Section 7.05.  | Additional Conditions to Assignment and Substitution |       |       |
|           |                                                 |       |       |
| Section 7.06.  | Allocation Upon Assignment or Redemption             |       |       |
|           |                                                 |       |       |       |   |
| Section 7.07.  | Redemption Right                                     |       |       |       |   |
|           |                                                 |       |       |       |   |
| Section 7.08.  | Effect of Transfer                                   |       |       |       |   |
|                |                                                      |            |            |            |  |  |

 

ii

----

 
|                                | ** **                               |        | ** ** | ** ** |
|--------------------------------|------------------------------------------|--------|------------|------------|
|                           |                                     |   |       |       |   |
| ARTICLE VIII                   | LIQUIDATION                              |   |       |       |   |
|                           |                                     |   |       |
| Section 8.01.                  | Liquidation Determination                |   |       |
|                           |                                     |   |       |
| Section 8.02.                  | Liquidation Procedure                    |   |       |
|                           |                                     |   |       |
| Section 8.03.                  | Allocation of Liquidation Proceeds       |   |       |
|                           |                                     |   |       |       |
| ARTICLE IX                     | MISCELLANEOUS                            |   |       |       |
|                           |                                     |   |       |
| Section  9.01.                 | Notice                                   |   |       |
|                           |                                     |   |       |
| Section 9.02.                  | Construction                             |   |       |
|                           |                                     |   |       |
| Section 9.03.                  | Assigns and Successors in Interest       |   |       |
|                           |                                     |   |       |
| Section  9.04.                 | Assignment                               |   |       |
|                           |                                     |   |       |
| Section  9.05.                 | Amendment                                |   |       |
|                           |                                     |   |       |
| Section 9.06.                  | Certificate of Limited Partnership       |   |       |
|                           |                                     |   |       |
| Section 9.07.                  | Further Assurances                       |   |       |
|                           |                                     |   |       |
| Section 9.08.                  | Warranties of Represntatives             |   |       |
|                           |                                     |   |       |
| Section 9.09.                  | Computation of Time                      |   |       |
|                           |                                     |   |       |
| Section  9.10.                 | Captions                                 |   |       |
|                           |                                     |   |       |
| Section 9.11.                  | Identification                           |   |       |
|                           |                                     |   |       |
| Section 9.12.                  | Counterparts                             |   |       |
|                           |                                     |   |       |
| Section 9.13.                  | Partners’ Capability                |   |       |
|                           |                                     |   |       |
| Section 9.14.                  | Severability                             |   |       |
|                           |                                     |   |       |
| Section 9.15.                  | Approval or Consent                      |   |       |
|                           |                                     |   |       |
| Section  9.16.                 | Meetings                                 |   |       |
|                           |                                     |   |       |
| Section 9.17.                  | Consent of Partners and Assignees        |   |       |
|                           |                                     |   |       |
| Section 9.18.                  | Limitation on Benefits of this Agreement |   |       |
|                           |                                     |   |       |       |   |
| Section 9.19.                  | Special Power of Attorney                |   |       |       |   |
|                           |                                     |   |       |
| EXHIBIT C NOTICE OF REDEMPTION |                                     |   |       |
|                           |                                     |   |       |       |   |   |
| EXHIBIT K                      | 1                                        |   |       |       |   |   |
|                                |                                          |        |            |            |  |  |  |

 

 

iii

----

** **

**SECOND AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF**DUKE-WEEKS REALTY LIMITED PARTNERSHIP

DukeRealty Investments, Inc., an Indiana corporation to be known as Duke-WeeksRealty Corporation and the Persons whose names are set forth on Exhibit Ahereto, hereby adopt and agree as provided in the following Second Amended andRestated Agreement of Limited Partnership (the “Agreement”).

**ARTICLE I**

**GENERAL PROVISIONS**

Section 1.01. Name.The name of the Partnership prior to the date of this Agreement was Duke RealtyLimited Partnership. From and after the date of this Agreement, the name of thePartnership is Duke-Weeks Realty Limited Partnership.

Section 1.02. Place of Business. The specified office of thePartnership shall be 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana46240, or such location as may be selected from time to time by the GeneralPartner.

Section 1.03. Continuation and Term. The Partners agree that (i)the Persons listed in Exhibit B are hereby admitted to the Partnershipas Limited Partners, with the result that, at the date of this Agreement, theLimited Partners are the Persons listed in Exhibit A (other than theGeneral Partner) and (ii) the Amended and Restated Agreement of LimitedPartnership dated October 4, 1993 (the “Prior Partnership Agreement”) thatpreviously evidenced the Partnership is hereby amended and restated in itsentirety, subject to the terms provided herein, and the Partnership iscontinued without interruption under  andpursuant to the terms and provisions of the Act; provided however, this SecondAmended and Restated Agreement of Limited Partnership shall become effectiveonly upon the effective time of the Merger (as hereinafter defined). If sucheffective time of the Merger does not occur, this Agreement shall have noeffect and the Partnership will continue pursuant to the terms and conditionsset forth in the Prior Partnership Agreement. The term of the Partnership shallextend until December 31, 2099, subject to extension as provided in Section 6.05,unless sooner terminated as hereinafter provided.

Section 1.04. Definitions. The following terms have thefollowing meanings herein:

“Act”means the Indiana Revised Uniform Limited Partnership Act, as now or hereafteramended.

“AdditionalLimited Partner” means a Person admitted to the Partnership as a LimitedPartner pursuant to Sections 2.02 and 4.02, and who is shown as such on thebooks and records of the Partnership.

“AdjustedCapital Account” means, with respect to any Partner, such Partner’s CapitalAccount as of the end of the relevant fiscal year or other period, after givingeffect to the following adjustments:

(i)                        Credit tosuch Capital Account any amounts which such Partner is obligated to restorepursuant to this Agreement or an Indemnity Agreement, deemed obligated torestore to the Partnership pursuant to Section 1.704-l(b)(2)(ii)(c) of theTreasury Regulations or deemed obligated to restore to the Partnership pursuantto Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, and

(ii)                     Debit to suchCapital Account the items described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and(6) of the Treasury Regulations.

----

“Affiliate”means a Person who, with respect to another person, directly or indirectlycontrols, is controlled by or is under common control with such other Person.

“Aggregate Indemnity Amount” means with respect tothe Indemnitor Partners, as a group, the aggregate amount of Indemnity Amounts,if any, of the Indemnitor Partners, as determined on the date in question.

“Aggregate Restoration Amount” means with respect tothe Obligated Partners, as a group, the aggregate amount of the RestorationAmounts, if any, of the Obligated Partners, as determined on the date inquestion.

“Agreed Value” means (i) in the case of any propertyowned by the Partnership as of the date immediately prior to the Merger, thefair market value of such property; and (ii) in the case of any ContributedProperty contributed pursuant to or subsequent to the Merger, the fair marketvalue of such property or other consideration at the time of contribution, ineach case as determined by the General Partner using such reasonable method ofvaluation as it may adopt, reduced in either case by any liabilities eitherassumed by the Partnership upon such contribution or to which such property issubject when contributed.

“Assignee” means a Person who has acquired a directbeneficial interest in the Partnership but who has not become a SubstitutedPartner.

“Assignee of Record” means an Assignee whosebeneficial interest in the Partnership has been recorded on the books of thePartnership and is the subject of a written assignment, the effective date ofwhich has passed.

“Assignment” means, for purposes of Article VII with regard toUnits, any sale, assignment, transfer, pledge, encumbrance or other dispositionof, or the granting of a security interest in, one or more Units, includingwithout limitation a transfer in connection with a dissolution, merger,consolidation or similar action of a Partner or an Assignee, but does notinclude a redemption or acquisition of Units from a Limited Partner pursuant toSection 7.07. “Assign” means to effect an Assignment.

“Bankruptcy”means, with respect to a Person, the happening of any of the following:

(i)                         The entryby a court or governmental agency having jurisdiction in the premises of adecree or order for relief in respect of the Person in an involuntary caseunder any applicable bankruptcy, insolvency or other similar law now orhereafter in effect or appointing a receiver, liquidator, assignee, custodian,trustee, sequestrator or similar official of such Person, or for anysubstantial part of such Person’s property or ordering the winding up orliquidation of such Person’s affairs, and such decree or order remaining unstayedand in effect for a period of sixty (60) consecutive days; or

(ii)                     The consentby the Person to the appointment or taking possession by a receiver,liquidator, assignee, custodian, trustee, sequestrator or similar official ofany substantial part of such Person’s property, or the filing of a pleading inany court of record admitting in writing the inability of the Person to payhis, her or its debts as they come due; or

(iii)                  The commencementby the Person of a voluntary case under any applicable bankruptcy, insolvencyor other similar law now or hereafter in effect, or the consent by such Personto the entry of an order for relief in an involuntary case under any such law;or

 (iv)              The making by thePerson of a general assignment for the benefit of creditors.

2

----

“BusinessDay” means any day except a Saturday, Sunday or other day on whichcommercial  banks in New York, New Yorkor Indianapolis, Indiana are authorized or required by law to close.

“CapitalAccount” means, as to any Partner, a book account maintained in accordance withthe following provisions:

To each Partner’s Capital Account there shall becredited:

(i)                        the AgreedValue of any property other than cash such Partner has contributed to thePartnership as a Capital Contribution;

(ii)                     the amount ofcash such Partner has contributed to the Partnership (including anycontribution pursuant to Section 4.01 and Section 2.05, and including anypayments in satisfaction of Recourse Liabilities made by an Indemnitor Partnerpursuant to an Indemnity Agreement);

(iii)                  the amount ofProfits allocated to such Partner and any items in the nature of income orprofits that are specifically allocated to such Partner pursuant to Section4.06; and

(iv)                 the amount of anyliabilities of the Partnership that are assumed by the Partner or are securedby any property distributed by the Partnership to such Partner determined inaccordance with Treasury Regulations issued under Section 752 of the Code;

To each Partner’s Capital Account there shall be debited:

(i)                        the amountof cash and the gross fair market value of any Partnership asset distributed tosuch Partner with respect to the Partner’s Units pursuant to any provision ofthis Agreement,

(ii)                     the amount of Losses allocated to such Partnerand any items in the nature of expenses or losses that are allocated to suchPartner pursuant to Section 4.06; and

(iii)                  any reimbursement by the Partnership to anIndemnitor Partner pursuant to an Indemnity Agreement.

EachPartner’s Capital Account shall be further maintained and adjusted inaccordance with the Code and Treasury Regulations thereunder, including anyother adjustments to Capital Accounts provided in the Treasury Regulationsissued under Section 704 of the Code, such as, but not limited to, increases ordecreases to reflect a revaluation of Partnership property on the Partnership’sbooks in accordance with the rules of Treasury Regulations Section1.704-1(b)(2)(iv)(f). The foregoing provisions and other provisions of thisAgreement relating to the maintenance of Capital Accounts are intended tocomply with Treasury Regulations Section 1.704-1(b), and shall be interpretedand applied in a manner consistent with such Treasury Regulations. Anyquestions with respect to a Partner’s Capital Account shall be resolved by theGeneral Partner in its reasonable discretion, applying principles consistentwith this Agreement. Generally, a transferee of a Partnership interest shallsucceed to the Capital Account relating to the Partnership interest transferredor the corresponding portion thereof. The Capital Account of a Partner may,under certain circumstances, be an amount less than zero.

“CapitalContribution” means the total amount of cash and the Agreed Value of anyContributed Property contributed to the Partnership by a Partner.

“Code”means the Internal Revenue Code of 1986, as amended (or any correspondingprovision of succeeding law). A reference to a section of the Code shall bedeemed to include any amendatory or successor provision thereto.

3

----

“CodeSection 705(a)(2)(B) Expenditures” mean expenditures described in Code Section705(a)(2)(B) and any amounts treated as Code Section 705(a)(2)(B) expendituresunder Treasury Regulations Section 1.704-1(b)(2)(iv)(i)(2).

“CommonUnits” means Units that are not Preferred Units.

“ContributedProperty” means each property or other asset, in such form as may be permittedby the Act, but excluding cash, contributed by any Partner or deemedcontributed by any Partner to the Partnership.

“CurrentMarket Price” means for a REIT Share at any date, the average of the dailyclosing prices for thirty (30) consecutive Business Days commencing forty-five(45) Business Days before such date, where the closing price for each day is(A) the last reported sale price or, in case no such reported sale takes placeon such day, the average of the last reported bid and asked prices, in eithercase on the principal national securities exchange registered under theSecurities Exchange Act of 1934 on which the REIT Shares are admitted totrading or listed; or (B) if not listed or admitted to trading on any nationalsecurities exchange, the mean between the closing high bid and low askedquotations of the REIT Shares on the National Association of SecuritiesDealers, Inc. Automated Quotation System, or any similar system of automateddissemination of quotations of securities prices then in common use, if soquoted; or (C) if not so listed or admitted for trading on such exchange and ifnot so quoted, the mean between the high bid and low asked quotations for REITShares as reported by the National Quotation Bureau Incorporated or such othernationally recognized quotation service selected by the General Partner forthat purpose (if said Bureau is not at the time furnishing quotations), if atleast two securities dealers have inserted both bid and asked quotations forthe REIT Shares on at least five (5) of the ten (10) trading days precedingsuch valuation date; or (D) if none of the conditions set forth in (A), (B), or(C) is met, unless the holder of the REIT Shares or Units and the GeneralPartner otherwise agree, the fair market value of such REIT Shares asdetermined by a member firm of the New York Stock Exchange, Inc. mutuallyacceptable to such holder and the General Partner. Notwithstanding theforegoing, “Current Market Price” for purposes of determining any RedemptionAmount being paid in cash to any Redeeming Partner who was a limited partner ofWeeks Realty, L.P. immediately prior to the Merger on any date, shall mean theaverage of the closing prices for the ten (10) consecutive Business Days endingon such date.

“Depreciation”means for each fiscal year or other period, an amount equal to thedepreciation, amortization, or other cost recovery deduction allowable forfederal income tax purposes with respect to an asset for such year or otherperiod, except that if the Partnership asset is reflected on the books of thePartnership at a book value that differs from the adjusted tax basis of suchasset pursuant to Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of theTreasury Regulations, depreciation, amortization, or other cost recoverydeductions shall be computed for book purposes with respect to such assetpursuant to Section 1.704-1(b)(2)(iv)(g) or 1.704-3(2) of the TreasuryRegulations.

“DistributableCash” means, with respect to any period for which such calculation is beingmade, the sum of:

(i)                        ThePartnership’s Profit or Loss (as the case may be, with any Loss stated as anegative number) for such period;

(ii)                     Depreciationand all other noncash charges deducted in determining Profit or Loss for suchperiod;

(iii)                  The amount ofany reduction in reserves of the Partnership referred to in clause (xi) below(including, without limitation, reductions resulting because the GeneralPartner determines such amounts are no longer necessary);

4

----

(iv)                 The excess ofproceeds (net of transaction expenses) from the sale, exchange, disposition, orfinancing or refinancing of Partnership property for such period over any gainrecognized from such sale, exchange, disposition, or financing or refinancingduring such period (excluding Terminating Capital Transactions);

(v)                    Any expense orloss amount included in determining Profit or Loss for such period that was notdisbursed by the Partnership during such period; and

(vi)                 All other cashreceived by the Partnership for such period that was not included in clauses(i) to (v) above with respect to such period;

lessthe sum of:

(vii)              All principal debtpayments made during such period by the Partnership;

(viii)           Capital expendituresmade by the Partnership during such period;

(ix)                   Investments inany entity (including loans made thereto) to the extent that such investmentsare not otherwise described in clauses (vii) or (viii);

(x)                      Any incomeor gain amount included in determining Profit or Loss for such period that wasnot received by the Partnership during such period;

(xi)                   The amount ofany increase in reserves established during such period which the GeneralPartner determines is necessary or appropriate in its sole and absolutediscretion; and

(xii)                All otherexpenditures and payments not deducted in determining Profit or Loss orincluded in clauses (vii) to (xi) with respect to such period.

Notwithstandingthe foregoing, Distributable Cash shall not include any cash received orreductions in reserves, or take into account any disbursements made or reservesestablished, after commencement of the dissolution and liquidation of thePartnership.

“Distribution”means any cash or property distributed to a Partner or Assignee arising fromits interest in the Partnership.

“DSI”means Duke Services, Inc., an Indiana corporation.

“DukeServices” means Duke Realty Services Limited Partnership, an Indiana limitedpartnership.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended.

“GAAP”means generally accepted accounting principles as in effect from time to timein the United States.

“GeneralPartner” means Duke-Weeks Realty Corporation, an Indiana corporation.

“ImmediateFamily” has the meaning given to such term in Rule 16a-l(e) under the ExchangeAct.

“Incapacity”or “Incapacitated” means, (i) as to any individual Partner, death, totalphysical disability or entry by a court of competent jurisdiction adjudicatinghim incompetent to manage his Person or his estate; (ii) as to any corporationwhich is a Partner, the filing of a certificate of dissolution, or itsequivalent, for the corporation or the revocation of its charter, (iii) as toany partnership which is a Partner, the dissolution and commencement of windingup of the partnership; (iv) as to any estate which

5

----

is a Partner, the distribution by the fiduciary of theestate’s entire interest in the Partnership; (v) as to any trustee of a trustwhich is a Partner, the termination of the trust (but not the substitution of anew trustee); or (vi) as to any Partner, the Bankruptcy of such Partner.

“IndemnityAgreement” means an agreement between a Partner and the General Partnerpursuant to which such Partner has agreed to indemnify the General Partner fromand against payment of a portion of the Partnership’s Recourse Liabilities andwhich shifts the economic risk of loss, within the meaning of Section 1.752-2of the Treasury Regulations, to one or more Partners. Each Partner who is aparty to an Indemnity Agreement is listed on Exhibit N attached heretoas an “Indemnitor,” together with the Indemnity Amount of such Indemnitor.

“IndemnityAmount” means the maximum amount of Partnership Recourse Liabilities as towhich an Indemnitor Partner (or a person related to an Indemnitor Partnerwithin the meaning of Section 1.752-4(b) of the Treasury Regulations) hasagreed to bear the economic risk of loss (within the meaning of Section 1.752-2of the Treasury Regulations) through an Indemnity Agreement.

“IndemnitorPartners” means those Partners who are allocated the economic risk of loss asto a portion of the Partnership’s Recourse Liabilities through an IndemnityAgreement.

“Insolvent”means, with respect to a Person, a situation where (i) the Person is unable topay its debts as they become due in the ordinary course of business, or (ii)the Person’s liabilities exceed the Person’s assets as determined under GAAP.

“IRS”means the Internal Revenue Service.

“LimitedPartners” means (i) the Partners listed in Exhibit A hereto other thanthe General Partner, (ii) Additional Limited Partners and (iii) successors whohave complied with the requirements of Article VII and who have been acceptedas Substituted Partners pursuant to Section 7.04, in each case until all of theUnits owned by any such Person are transferred under Article VII.

“LiquidationPreference Amount” means with respect to any Preferred Unit, the amount payablewith respect to such Preferred Unit pursuant to the applicable Partnership UnitDesignation upon the voluntary or involuntary dissolution, liquidation orwinding up of the Partnership, as the case may be, as determined under theapplicable Partnership Unit Designation.

“Merger”means the merger between Weeks Realty, L.P., a Georgia limited partnership,with and into the Partnership pursuant to an agreement and plan of merger datedFebruary 28, 1999; such merger being in connection with and in contemplation ofa merger between Weeks Corporation, a Georgia corporation, with and into theGeneral Partner.

“MWSB”means MWSB, Inc., a Delaware corporation.

“NonrecourseDeductions” means the nonrecourse deductions as defined in Section1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductionsfor a fiscal year equals the net increase, if any, in the amount of PartnershipMinimum Gain during such fiscal year reduced by any distributions during suchfiscal year of proceeds of a Nonrecourse Liability that are allocable to anincrease in Partnership Minimum Gain, determined according to the provisions ofSections 1.704-2(c) and 1.704-2(h) of the Treasury Regulations.

“NonrecourseLiability” means a liability described in Section 1.704-2(b)(3) of the TreasuryRegulations.

“Noticeof Redemption” means the Notice of Redemption substantially in the form of ExhibitC to this Agreement.

6

----

“ObligatedPartner(s)” means that or those Limited Partner(s) listed as ObligatedPartner(s) on Exhibit L attached hereto and made a part hereof, as suchExhibit may be amended from time to time by the General Partner, whether by expressamendment to this Partnership Agreement or by execution of a written instrumentby and between any additional Obligated Partner(s) being directly affectedthereby and the General Partner, acting on behalf of the Partnership andwithout the prior consent of the Limited Partners (whether or not such LimitedPartners are Obligated Partners or Indemnitor Partners other than the ObligatedPartner(s) being directly affected thereby). Any successor, Assignee, ortransferee of the entire Partnership Interest of an Obligated Partner shall beconsidered an Obligated Partner; provided however, that (i) if an entityObligated Partner makes a distribution of all or any portion of its Units, theGeneral Partner shall, upon receipt of written notice from such ObligatedPartner and such distributee(s) of Units, amend Exhibit L to add anysuch distributee(s) as an additional Obligated Partner in the manner set forthin such notice, and (ii) the General Partner shall not become an ObligatedPartner with respect to any Units acquired from an Obligated Partner pursuantto Section 7.07 or otherwise.

“ObligatedPartner-Controlled Partnership” means any of those certain general partnershipsthat, on August 24, 1994, had as its sole partners an Obligated Partner and acorporation wholly-owned by such Obligated Partner and that became a LimitedPartner in Weeks Realty, L.P. at that date.

“Partner”means the General Partner or any Limited Partner.

“PartnerMinimum Gain” means an amount with respect to each Partner Nonrecourse Debt,equal to the Partnership Minimum Gain that would result if such PartnerNonrecourse Debt were treated as a Nonrecourse Liability, determined inaccordance with Section 1.704-2(i)(3) of the Treasury Regulations.

“PartnerNonrecourse Debt” means a liability as defined in Section 1.704-2(b)(4) of theTreasury . Regulations.

“PartnerNonrecourse Deductions” means the partner nonrecourse deductions as defined inSection 1.704-2(i)(2) of the Treasury Regulations. The amount of PartnerNonrecourse Deductions with respect to a Partner Nonrecourse Debt for a fiscalyear equals the net increase, if any, in the amount of Partner Minimum Gainduring such fiscal year attributable to such Partner Nonrecourse Debt, reducedby any distributions during that fiscal year to the Partner that bears theeconomic risk of loss for such Partner Nonrecourse Debt to the extent that suchdistributions are from the proceeds of such Partner Nonrecourse Debt and areallocable to an increase in Partner Minimum Gain attributable to such PartnerNonrecourse Debt, determined according to the provisions of Sections 1.704-2(h)and 1.704-2(i) of the Treasury Regulations.

“Partnership”means the partnership governed by this Agreement.

“PartnershipMinimum Gain” means the aggregate gain, if any, that would be realized by thePartnership for purposes of computing Profits and Losses with respect to eachPartnership asset if each Partnership asset subject to a Nonrecourse Liabilitywere disposed of for the amount outstanding on the Nonrecourse Liability by thePartnership in a taxable transaction. Partnership Minimum Gain with respect toeach Partnership asset shall be further determined in accordance with Section1.704-2(d) of the Treasury Regulations and any subsequent rule or regulationgoverning the determination of minimum gain. A Partner’s share of PartnershipMinimum Gain at the end of any Partnership year shall equal the aggregateNonrecourse Deductions allocated to such Partner (or his predecessors ininterest) up to that time, less such Partner’s (and predecessors’) aggregateshare of decreases in Partnership Minimum Gain determined in accordance withSection 1.704-2(g) of the Treasury Regulations.

“PartnershipRecord Date” means the record date established by the General Partner for thedistribution of Distributable Cash pursuant to Section 4.03 hereof, whichrecord date shall be the same as the record date established by the GeneralPartner for a distribution to its shareholders of some or all of its portion ofsuch distribution.

7

----

“PartnershipUnit Designation” has the meaning set forth in Section 4.02.

“PercentageShare” means, with respect to each Partner, the product of 100% and a fraction,the numerator of which is equal to the number of Common Units owned by thePartner and the denominator of which is equal to the total number ofoutstanding Common Units.

“PermittedTransaction” means a merger by the General Partner with another entity,immediately after which substantially all of the assets of the survivingentity, other than Units held by the General Partner, are contributed to thePartnership as a Capital Contribution in exchange for Units with a fair marketvalue equal to the net fair market value of the assets so contributed.

“Person”means an individual, firm, partnership, corporation, limited liability company,estate, trust, pension or profit-sharing plan or other entity.

“PreferredUnits” means (i) the Units described in Exhibits D through J that areoutstanding on the date of this Agreement and (ii) all other Units issued afterthe date of this Agreement pursuant to Section 4.02 that are designated asPreferred Units.

“PrincipalOwners” means Gary A. Burk, Michael Colette, Thomas L. Hefner, David R. Mennel,Daniel C. Station, John W. Wynne and Darell E. Zink, Jr.

“Profits”and “Losses” mean, for each fiscal year or other period, an amount equal to thePartnership’s taxable income or loss for such fiscal year or period, determinedin accordance with Code Section 703(a) (for this purpose, all items of income,gain, loss or deduction required to be stated separately pursuant to CodeSection 703(a)(1) shall be included in taxable income or loss), with thefollowing adjustments:

(i)                        Any incomeof the Partnership that is exempt from federal income tax and not otherwisetaken into account in computing Profits or Losses shall be added to suchtaxable income or loss;

(ii)                     Any CodeSection 705(a)(2)(B) Expenditures not otherwise taken into account in computingProfits or Losses shall be subtracted from such taxable income or loss;

(iii)                  In the event anyasset of the Partnership is distributed to any Partner or sold by thePartnership, the difference on such date between (a) the gross fair marketvalue and (b) either (1) the adjusted basis of the asset for federal income taxpurposes, or (2) if the asset is reflected on the books of the Partnership at abook value that differs from the adjusted tax basis of such asset pursuant toTreasury Regulations Section 1.704-l(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), thegross fair market value on the date of the contribution of the asset to thePartnership or the gross fair market value of the asset on the date of theasset’s revaluation on the Partnership’s books, as the case may be (asdetermined by the General Partner) less Depreciation, shall be taken intoaccount as gain or loss from the disposition of such asset for purposes ofcomputing Profits or Losses;

(iv)                 In lieu of thedepreciation, amortization, and other cost recovery deductions taken intoaccount in computing such taxable income or loss, there shall be taken intoaccount Depreciation for such fiscal year or other period; and

(v)                    Notwithstandingany other provision of this definition, any items which are allocated pursuantto Section 4.06 hereof shall not be taken into account in computing Profits andLosses.

8

----

 

“RecourseLiabilities” means, as of the date of determination, the amount of indebtednessowed by the Partnership on that date other than Nonrecourse Liabilities andPartner Nonrecourse Debt.

“RedeemingPartner” has the meaning set forth in Section 7.07.

“RedemptionAmount” means either (i) the REIT Shares Amount, or (ii) upon a determinationby the General Partner in the reasonable exercise of its discretion thattransfer of the REIT Shares Amount to the Redeeming Partner could cause theGeneral Partner to fail to qualify as a REIT, an amount of cash equal to theREIT Shares Amount times the Current Market Price per REIT Share as of the dateof receipt by the General Partner of the Notice of Redemption (or, if such dateis not a Business Day, the first Business Day thereafter).

“RedemptionRatio” means the amount determined in accordance with Section 7.07(d).

“RedemptionRight” has the meaning set forth in Section 7.07.

“REIT”means a real estate investment trust under Section 856 of the Code.

“REITMerger” means the proposed merger between Weeks Corporation, a Georgiacorporation, with and into Duke Realty Investments, Inc.

“REITShare” means a share of common stock of the General Partner.

“REITShares Amount” means a number of REIT Shares equal to the product of the numberof Units offered for redemption by a Redeeming Partner, multiplied by theRedemption Ratio; provided, that in the event the General Partner issuesto all holders of REIT Shares rights, options, warrants or convertible orexchangeable securities entitling the shareholders to subscribe for or purchaseREIT Shares, or any other securities or property (collectively, “rights”)and the General Partner can issue such, rights to Persons exercising theRedemption Right, then the REIT Shares Amount also includes such * *rightsthat a holder of that number of REIT Shares would be entitled to receive.

“RestorationAmount” means with respect to any Obligated Partner, the amount set forthopposite the name of such Obligated Partner on Exhibit L hereto and madea part hereof, as such Exhibit may be modified from time to time by anamendment to the Partnership Agreement or by execution of a written instrumentby and between any additional Obligated Partner(s) being directly affected therebyand the General Partner, acting on behalf of the Partnership and without theprior written consent of the Limited Partners (whether or not such LimitedPartners are Obligated Partners or Indemnitor Partners other than the ObligatedPartner(s) being directly affected (thereby). If an entity Obligated Partnermakes a distribution of all or any portion of its Units, and the GeneralPartner receives a written notice from such Obligated Partner and anydistributee(s) of Units to amend Exhibit L**to add such distributee(s) as additional ObligatedPartner(s), the Restoration Amount of such additional Obligated Partner(s)shall be increased by an amount equal to that amount set forth in such notice,and the Restoration Amount of the Obligated Partner making such distributionshall be reduced by such amount. Those Limited Partners who were limitedpartners of Weeks Realty, L.P. immediately prior to the Merger shall be givenproportionate opportunities to increase any Restoration Amount which they haveelected to restore upon liquidation of their interest in the Partnership (asmore particularly provided in Section 2.05 hereof) on the same basis, if any,as is provided generally to Limited Partners.

“SpecialPartner Approval” means the approval of Partners holding more than ninetypercent (90%) of the outstanding Common Units.

“SpecifiedRedemption Date” means the tenth Business Day after receipt by the GeneralPartner of a Notice of Redemption; provided that if the General Partnercombines its outstanding REIT Shares into a smaller number of REIT Shares, noSpecified Redemption Date shall occur between the record date and the effectivedate of such combination.

9

----

“Subsidiary”means, with respect to any Person, any corporation or other entity of which amajority of (i) the voting power of the voting equity securities or (ii) thefair market value of the outstanding equity interests is owned, directly orindirectly, by such Person.

“SubstitutedPartner” means an Assignee of Record, or other Person, who becomes a Partner pursuantto Article VII.

“TaxMatters Partner” means the General Partner, or any successor thereto appointedby the General Partner.

“TerminatingCapital Transaction” means either the sale, exchange or other disposition ofall or substantially all of the assets of the Partnership in a singletransaction or a related series of transactions or a dissolution of thePartnership unless the Partnership is continued.

“TotalAssets” means, as of the date of determination, all assets of the Partnershipon that date, determined on a consolidated basis in conformity with GAAP.

“TotalLiabilities” means, as of the date of determination, all liabilities of thePartnership on that date, determined on a consolidated basis in conformity withGAAP.

“TreasuryRegulations” means the Income Tax Regulations promulgated under the Code assuch Treasury Regulations may be amended from time to time (including TemporaryRegulations). A reference to any Treasury Regulation shall be deemed to includeany amendatory or successor provision thereto.

“UnaffiliatedGeneral Partner Directors” means the members of the General Partner’s board ofdirectors who satisfy the definition of “Unaffiliated Directors” in the GeneralPartner’s Articles of Incorporation, as now or hereafter amended.

“Unit”means a unit of partner interest in the Partnership (including Preferred andCommon Units), representing a Capital Contribution and/or a right to receive ashare of the Partnership’s Profits, Losses or Distributions, and in all casesthe rights, powers and privileges appurtenant thereto in accordance with thisAgreement.

Suchterms shall be used either in the singular or plural and may be referred to inany gender as required by the context.

**ARTICLEII**

**MEMBERS AND STATUS**

Section 2.01. The Partners. The Partners of the Partnershipshall consist of and be divided into a general partner and limited partners,with the General Partner as the sole general partner and the Limited Partnersas the limited partners.

Section 2.02. Additional Partners. Except as provided inSections 6.03 and 7.0l(c), no additional general partners shall be admitted.Subject to the limitations of Article VII, Persons who are issued Units by thePartnership, through purchase or otherwise, may be admitted as AdditionalLimited Partners from time to time by the General Partner subject to and asprovided in this Agreement.

Section 2.03. Classification and Ownership of Units.

(a)Units consist of Common Units and Preferred Units. The Partnership may issue anunlimited number of Units. Units may be issued to, acquired and owned byLimited Partners or the General Partner.

10

----

(b)The General Partner may, in its sole discretion and without the consent of anyother Partner, cause the Partnership to split the outstanding Units and issueto each Partner an additional whole number of Units, such that thereafter thePartner owns a number of Units equal to the number of Units previously owned bysuch Partner times a fraction which is greater than one.

(c)The General Partner shall cause the Partnership to issue one or morecertificates in the names of the Partners owning Units to any Partner whorequests such a certificate. Each such certificate shall be denominated interms of the number of Units evidenced by such certificate. Each suchcertificate shall contain legends specifying restrictions on transfer imposedby this Agreement or by applicable law and noting the restrictions andagreements contained in Article VII. Upon the transfer, in accordance withArticle VII, of a Unit evidenced by a certificate, the General Partner shallcause the Partnership to issue replacement certificates, in accordance withsuch procedures as the General Partner, in its sole and absolute discretion,may establish. Holders of Units which are not evidenced by certificates will beentitled to all the rights of ownership of such Units notwithstanding the factthat they are not evidenced by certificates.

(d)The Partnership shall issue a new certificate in place of any certificatepreviously issued if the record holder of such certificate:

(i)                        Makesproof by affidavit, in form and substance satisfactory to the General Partner,that such previously issued certificate has been lost, destroyed, or stolen;

(ii)                     Requests the issuance of a new certificatebefore the Partnership has notice that such previously issued certificate hasbeen acquired by a purchaser for value in good faith and without notice of anadverse claim;

(iii)                  If requested bythe General Partner, delivers to the Partnership a bond, in form and substancesatisfactory to the General Partner, with such surety or sureties and withfixed or open penalty, as the General Partner may direct, to indemnify thePartnership against any claim that may be made on account of the alleged loss,destruction, or theft of such previouslyissued certificate; and

(iv)                 Satisfies any other reasonable requirementsimposed by the General Partner.

Whena previously issued certificate has been lost, destroyed, or stolen, and thePartner fails to notify the Partnership within a reasonable time after it hasnotice of such event, and a transfer of Units represented by the certificate isregistered before the Partnership receives such notification, the Partner shallbe precluded from making any claim against the Partnership with respect to suchtransfer or for a new certificate.

(e)The Partnership shall be entitled to treat each record holder as the Partner orAssignee of Record of any Units and, accordingly, shall not be required torecognize any equitable or other claim or interest in or with respect to suchUnits on the part of any other Person, regardless of whether the Partnershipshall have actual or other notice thereof and regardless of whether such Personshall have possession of any certificate representing such Units, except asotherwise required by law.

Section 2.04. Liability of General Partner.

(a)Subject to the limitations expressed in this Section, the General Partner shallhave unlimited liability for the repayment, satisfaction and discharge of theobligations of the Partnership to third parties dealing with the Partnership asprescribed by law, except for nonrecourse obligations of the Partnership. TheGeneral Partner is not liable to the Partnership and the Limited Partners (i)for return of the Capital Contribution or any portion thereof of any LimitedPartner, (ii) on account of any disallowance or adjustment by a taxingauthority of the allocation of taxable income, gain, losses, deductions orcredits in

11

----

Partnership income tax returns, (iii) on  account of any failure by thePartnership to achieve any forecasted financial return or (iv) for any actionor omission to act not constituting willful misconduct or gross negligence.

(b)Notwithstanding anything to the contrary set forth in this Agreement, theGeneral Partner shall not be liable for monetary damages to the Partnership,any Partners or any Assignees for losses sustained or liabilities incurred as aresult of errors in judgment or any act or omission if the General Partneracted in good faith.

(c)The Limited Partners (and Assignees by acceptance of an Assignment) expresslyacknowledge that the General Partner is acting on behalf of its shareholderscollectively, that the General Partner is under no obligation to consider theseparate interests of the Limited Partners or Assignees (including, withoutlimitation, the tax consequences to Limited Partners or Assignees) in decidingwhether to cause the Partnership to take (or decline to take) any actions, andthat the General Partner shall not be liable for monetary damages for losses sustained,liabilities incurred, or benefits not derived by Limited Partners or Assigneesin connection with such decisions, provided that the General Partner hasnot acted in bad faith. The General Partner shall be conclusively presumed notto have acted in bad faith if it reasonably believed that its actions were inthe best interests of its shareholders.

(d)Subject to its obligations and duties as General Partner set forth in Section3.03 hereof, the General Partner may exercise any of the powers granted to itby this Agreement and perform any of the duties imposed upon it hereundereither directly or by or through its agents. The General Partner shall not beresponsible for any misconduct or negligence on the part of any such agentappointed by it in good faith.

(e)Any amendment, modification or repeal of this Section 2.04, or any provisionhereof, shall be prospective only and shall not in any way affect thelimitations on the General Partner’s liability to the Partnership and theLimited Partners under this Section 2.04 as in effect immediately prior to suchamendment, modification or repeal with respect to claims arising from orrelating to matters occurring, in whole or in part, prior to such amendment,modification or repeal, regardless of when such claims may arise or beasserted.

(f)The General Partner may rely and shall be protected in acting or refrainingfrom acting upon any resolution, certificate, statement, instrument, opinion,report, notice, request, consent, order, bond, debenture, or other paper ordocument believed by it to be genuine and to have been signed or presented bythe proper party or parties.

(g)The General Partner may consult with legal counsel, accountants, appraisers,management consultants, investment bankers and other consultants and advisersselected by it, and any act taken or omitted to be taken in reliance upon theopinion of such Persons as to matters which such General Partner reasonablybelieves to be within such Person’s professional or expert competence shall beconclusively presumed to have been done or omitted in good faith and inaccordance with such opinion.

(h)The General Partner shall have the right, in respect of any of its powers orobligations hereunder, to act through any of its duly authorized officers and aduly appointed attorney or attorneys-in-fact Each such attorney shall, to theextent provided by the General Partner in the power of attorney, have fullpower and authority to do and perform all and every act and duty which ispermitted or required to be done by the General Partner hereunder.

(i)Notwithstanding any other provisions of this Agreement or the Act, any actionof the General Partner on behalf of the Partnership or any decision of theGeneral Partner to refrain from acting on behalf of the Partnership, undertakenin the good faith belief that such action or omission is necessary or advisablein order (i) to protect the ability of the General Partner to continue toqualify as a REIT, (ii) to protect the tax classification of the Partnership orany other partnership which is an Affiliate of the

12

----

Partnership as a partnership for tax purposes, or (iii) to avoid theGeneral Partner incurring any taxes under Section 857 of the Code, Section 4981of the Code or under principles announced in IRS Notice 88-19 is expresslyauthorized under this Agreement and is deemed approved by all of the LimitedPartners.

(j)A holder of Units shall not be deemed solely by virtue thereof to be ashareholder of the General) Partner or to have any interest therein, other thanthe Redemption Right provided by Section 7.07.

(k)The rights and limitations of liability provided by this section to the GeneralPartner shall extend to the directors, officers, employees and agents of theGeneral Partner, provided, however, that nothing in this sectionshall be construed to create or imply any liability of any director, officer,employee or agent of the General Partner.

Section 2.05. Limitation Upon Liability of LimitedPartners.

(a)The personal liability of each Limited Partner to the Partnership (except asprovided in Sections 2.05(b) and 2.05(c)), to the other Partners, to thecreditors of the Partnership or to any other third party for the losses, debtsor liabilities of the Partnership shall be limited to (i) the amount of itsCapital Contribution which has not theretofore been returned to it as aDistribution (including a Distribution upon liquidation), and (ii) the amountof any liability under I.C. 23-16-7-8 for any Capital Contribution returned tothe Limited Partner.

(b) Exceptas provided in the next sentence, Section 2.05(c) or my Indemnity Agreement, noPartner shall be liable to the Partnership or to any other Partner for anydeficit or negative balance which may exist in such Partner’s Capital Account.If any Obligated Partner has a deficit balance in its Capital Account (aftergiving effect to all contributions, distributions, allocations and adjustmentsto Capital Accounts for all periods including such Partner’s share of anyunrealized gain or loss with respect to the Partnership’s assets) on the dateof “liquidation” of such Obligated Partner’s respective interest in thePartnership (within the meaning of Section 1.704-l(b)(2)(ii)(g) of the TreasuryRegulations), such Obligated Partner shall contribute to the capital of thePartnership an amount equal to its respective deficit balance; such obligationto be satisfied by the end of the Partnership’s first taxable year in whicheither the Partnership is dissolved or liquidated or such Obligated Partner’sinterest in the Partnership is liquidated. To the extent contributions are usedto make payments to creditors of the Partnership, no Obligated Partner shall besubrogated to the rights of any such creditor against the General Partner, thePartnership, another Partner or any person related thereto, and each ObligatedPartner irrevocably waives any right to reimbursement, contribution or similarright to which such Obligated Partner might otherwise be entitled as a resultof the performance of its obligations under this Agreement.

(c)Except as otherwise agreed to in writing by the General Partner and anObligated Partner prior to the time of admission of such Obligated Partner tothe Partnership, notwithstanding any other provision of this Agreement otherthan Section 2.05(d), an Obligated Partner shall not cease to be an ObligatedPartner for purposes of this Section 2.05 and shall continue to be subject tothe contribution obligations of this Section 2.05 as if such Obligated Partnercontinued to hold Units upon a sale or redemption by such Obligated Partner ofall remaining Units for REIT Shares (pursuant to Section 7.07 or otherwise)unless, at no time during the 12 month period following such sale orredemption, the Partnership:

(i)                      isin Bankruptcy;

(ii)                   is Insolvent; or

(iii)                  fails to maintain a ratio of TotalLiabilities to Total Assets of less than 80%;

13

----

providedthat, after the passage of such 12 months, the Obligated Partner shallcease to be an Obligated Partner at the first time, if any, the Partnership isnot subject to any of the conditions set forth in clauses (i), (ii) and (iii)above.

(d)After the death of an Obligated Partner, the executor of the estate of suchObligated Partner may elect to reduce (or eliminate) the deficit CapitalAccount restoration obligation of such Obligated Partner pursuant to Section2.05(b). Such election may be made by such executor by delivering to theGeneral Partner within two hundred seventy (270) days of the death of suchObligated Partner a written notice setting forth the maximum deficit balance inhis Capital Account that such executor agrees to restore under Section 2.05(b),if any. If such executor does not make a timely election pursuant to thisSection 2.05(d) (whether or not the balance in his Capital Account is negativeat such time), then such Obligated Partner’s estate (and the beneficiariesthereof who receive distribution of Units therefrom) shall be deemed to have adeficit Capital Account restoration obligation as set forth pursuant to theterms of Section 2.05(b). Any Obligated Partner-Controlled Partnership maylikewise elect, after the death of its respective Obligated Partner, to reduce(or eliminate) its deficit Capital Account restoration obligation pursuant toSection 2.05(b) by delivering a similar written notice to the General Partnerwithin the time period specified herein. Any Obligated Partner-ControlledPartnership that does not make any such timely election shall similarly bedeemed to have a deficit Capital Account restoration obligation as set forthpursuant to the terms of Section 2.05(b).

**ARTICLEIII**

**SCOPE OF PARTNERSHIP AND MODE OF OPERATION**

Section 3.01. Scope of Partnership. The purpose of thePartnership is to engage, subject to the limitations in Sections 3.09(b) and3.09(c), in any business that may be lawfully conducted by a limitedpartnership organized pursuant to the Act.

Section 3.02. Powers of the Partnership. Subject to the limitationsin Sections 3.09(b), 3.09(c) and 3.09(d), the Partnership shall have all thepowers permitted by law which are necessary or desirable in carrying out thepurposes and business of the Partnership, including, but not limited to, thefollowing powers:

(a)To acquire by purchase, exchange, lease, hire, or otherwise, real and personalproperty of every kind, character and description whatsoever, and wheresoeversituated, and any interest therein, either alone or in conjunction with others,and to hold for investment, own, use, develop, operate, lease, mortgage, sellor otherwise dispose of, convey or otherwise deal in the same and any interesttherein;

(b)To perform all services related to the acquisition, development, holding,management, financing, leasing and disposition of real and personal property ofevery kind, character and description, including, but not limited to, theperformance of management and other services with respect to its propertiespursuant to contracts contributed to the Partnership;

(c)To borrow or raise money for any of the purposes of the Partnership, and fromtime to time, without limitation as to amount, to draw, make, accept, endorse,execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,debentures, evidences of indebtedness and other instruments, and to secure thepayment thereof, the interest thereon and any other obligations or liabilitiesrelating thereto, in any manner, including without limitation by mortgage on,security interest in or pledge, or conveyance or assignment in trust of, thewhole or any part of the assets of the Partnership, real, personal or mixed,including contract rights and options, whether at the time owned or thereafteracquired, and future earnings, and to sell, pledge or otherwise dispose of suchsecurities or other obligations of the Partnership for the furtherance of itspurpose;

14

----

(d)To act in any state or nation in which the Partnership may lawfully act, foritself or as principal, agent or representative for any individual,association, partnership, corporation or legal entity, respecting business ofthe Partnership;

(e)To enter into, make, amend, perform and carry out, or cancel and rescind,contracts and other obligations for any lawful purpose pertaining to thebusiness of the Partnership, including, but not limited to, one or moreagreements to reimburse or be reimbursed by Duke Services for employee,administrative or other costs associated with the Partnership’s properties orproperties for which services are rendered by Duke Services;

(f)To become a partner or member in, and perform the obligations of a partner ormember of, any general or limited partnership or limited liability company,including but not limited to Duke Services;

(g)To apply for, register, obtain, purchase or otherwise acquire trademarks, tradenames, labels and designs relating to or useful in connection with any businessof the Partnership, and to use, exercise, develop and license the use of thesame;

(h)To employ, on behalf of the Partnership, legal counsel; financial counsel;accountants; professional advisors; and Persons or entities for the operationand management of the business of the Partnership;

(i)To establish accounts and deposits and maintain funds in the name of thePartnership in banks or other financial institutions and to invest funds of thePartnership temporarily when not required for operation of its properties ordistribution to the Partners, in short-term debt obligations, including withoutlimitation obligations of federal and state governments, commercial paper andcertificates of deposit of banks and other financial institutions;

(j)To pay or reimburse any and all actual fees, costs and expenses incurred in theformation and organization of the Partnership;

(k)To do all acts which are necessary, customary or appropriate for the protectionand preservation of the Partnership’s assets, including the establishment ofreserves;

(l)To loan money to, borrow money from and engage in transactions with Affiliates,subject to Sections 3.07 and 3.13;

(m)To compromise, submit to arbitration, sue on, or defend claims in favor of oragainst the Partnership; and

(n)In general, to exercise all of the general rights, privileges and powerspermitted to be had and exercised by the provisions of the Act.

Section 3.03. Management of the Partnership. Subject to the limitationsof this section, of Section 3.04 and of Section 3.09, the General Partner shallbe responsible for the management of the Partnership’s business and shall havefull, exclusive and complete power and discretion, without the need for consentor approval of any other Partner, to make all decisions and to do all thingswhich it deems necessary or desirable on behalf of the Partnership, includingbut not limited to the exercise of the powers specified in Section 3.02 onbehalf of the Partnership.

Section 3.04. Limitation on Powers. As between the Partners andsubject to Section 2.04(c), no Partner shall:

(i)                        Usethe Partnership name or assets in any way except for the transaction oflegitimate Partnership business or do any act in contravention of thisAgreement of Partnership; or

15

----

(ii)                     Doany act which would make it impossible to carry on the business of thePartnership.

Section 3.05. Non-Participation in Management byLimited Partners. Exceptas specifically provided in this Agreement, no Limited Partner as such shallparticipate in the control or management of the business of the Partnership,nor act for and on behalf of the Partnership in any manner whatsoever. NoLimited Partner shall be deemed to be participating in the management of thebusiness of the Partnership merely by consulting with or advising the GeneralPartner or by acting as an officer, director, employee, agent or shareholder ofthe General Partner or as an employee or agent of the Partnership, DukeServices, DSI or any Subsidiary of the Partnership, Duke Services or DSI.

Section 3.06. Time to be Devoted to Business. The General Partner andits employees and agents shall devote such time to the Partnership’s businessas the General Partner determines to be reasonably necessary to manage andsupervise the Partnership’s business and affairs in an efficient manner.Nothing in this Agreement shall preclude the employment, at the expense of thePartnership, of any agent or third party to manage or provide other serviceswith respect to the Partnership’s business, subject to the control of theGeneral Partner. Unless otherwise provided in a writing executed by the GeneralPartner, any such employment, or any appointment of any agent or authorizationby the General Partner shall in all cases be subject to immediate terminationupon written notice by the General Partner.

Section 3.07. Dealings With Related Entities.

(a)A Partner or any Affiliate of a Partner may contract or otherwise deal with thePartnership for the purchase or sale of goods, property or services or forother purposes, and the Partnership shall have the power to so contract ordeal, if the transaction is in the best interests of the General Partner andits shareholders. The requirements of this subsection shall be deemed to besatisfied with respect to any contract or dealing for which the approval of theUnaffiliated General Partner Directors has been obtained; however, the failureto obtain such approval shall not be evidence that such requirements are nototherwise satisfied. The validity of any transaction, agreement, or paymentinvolving the Partnership and an Affiliate of a Partner otherwise permitted bythis Agreement shall not be affected by reason of the relationship between thePartner and the Affiliate or the approval of the transaction, agreement, orpayment by the Partner who is otherwise interested in or related to theAffiliate. Specifically, and not by way of limitation, the Partnership ispermitted to contract or otherwise deal with Duke Services and Steel FrameErectors, Inc.

(b)If a Partner is employed by or retained by the Partnership in any capacity,compensation to such Partner shall be deemed to be for services rendered not inthe Partner’s capacity as a member of the Partnership, and it shall be treatedfor federal income tax purposes as a payment described by Section 707(a) of theCode.

(c)The General Partner, in its sole and absolute discretion and without theapproval of the Limited Partners, may propose and adopt on behalf of thePartnership employee benefit plans funded by the Partnership for the benefit ofemployees of the General Partner, the Partnership, Duke Services, Subsidiariesof the Partnership or the General Partner or any Affiliate of any of them inrespect of services performed, directly or indirectly, for the benefit of thePartnership, the General Partner, Duke Services, or any of the Partnership’s orthe General Partner’s Subsidiaries.

(d)The General Partner is expressly authorized to enter into, in the name and onbehalf of the Partnership, options, right of first opportunity arrangements andother conflict avoidance agreements with various Affiliates of the Partnershipand the General Partner on such terms as the General Partner, in its sole andabsolute discretion, believes are advisable.

16

----

(e)In connection with the Merger, from and after the date of this Agreement, thePartnership hereby assumes and agrees to perform the obligations andundertakings of Weeks Realty, L.P. under the agreements described in ExhibitK to this Agreement.

Section 3.08. Other Business.

(a)Subject to subsection (b) and Section 3.09, nothing contained in this Agreementshall in any way or manner prohibit or restrict the right or freedom of anyPartner, any Affiliate of any Partner or any other Person to conduct orparticipate in any business or activity individually or as a partner,shareholder or owner of any partnership, corporation or other entity other thanthe Partnership without any obligation or accountability to the Partnership orany other Partner, even if such business or activity competes with the businessof the Partnership; and subject to Section 3.09, any entity which includes as apartner, shareholder or other owner a Partner, any Affiliate of a Partner orany other Person shall have the right at any time to own and operate any businesswhatsoever other than the business of the Partnership, either individually orwith one or more parties, and shall not be required to obtain the consentthereto by any other Partner or offer to any other Partner or the Partnership aparticipation therein.

(b)Commencing upon their acceptance of one or more Units and admission to thePartnership as Limited Partners, each of the Principal Owners agrees that solong as he is employed by any of the Partnership, the General Partner, DukeServices, DSI or any Subsidiary of the Partnership, the General Partner, DukeServices or DSI, he will conduct all of his commercial real estate businessexclusively through the Partnership, the General Partner, Duke Services, DukeConstruction Limited Partnership, DSI, MWSB or a Subsidiary of the Partnership,the General Partner, Duke Services, Duke Construction Limited Partnership, DSIor MWSB, except (i) business with respect to whole or partial interests infifteen (15) properties, which number may change from time to time, owned as ofthe date of this Agreement by Affiliates of the Principal Owners which thePartnership has as of the date of this Agreement an option to acquire, (ii)steel frame erecting business through Steel Frame Erectors, Inc. or (iii) asapproved by the directors of the General Partner who have no pecuniary interestin such other business.

Section 3.09. Restriction on the General Partner andPartnership Activities.

(a)Unless Special Partner Approval is obtained, the General Partner shall notengage in any of the following activities:

(i)                        Directlyor indirectly enter into or conduct any business, other than in connection withthe ownership, acquisition and disposition of Units as a Limited Partner, themanagement of the business of the Partnership, activities in connection withDSI and the General Partner (which shall be limited to activities in connectionwith Duke Services and the Partnership), Duke Services, and Duke ConstructionLimited Partnership, and such activities as are incidental thereto.

(ii)                     Own anyassets other than Units, its interest as a General Partner, its interest in DSIand such bank accounts or similar instruments as it deems necessary to carryout its responsibilities contemplated under this Agreement and its Articles ofIncorporation.

(iii)                  Issue anyadditional shares of capital stock (other than REIT Shares issued pursuant toSection 7.07 or REIT Shares issued without consideration to all holders of REITShares); provided, however, that no Special Partner Approval shall be requiredif the General Partner contributes the net proceeds from the issuance of suchshares of capital stock and from the exercise of rights contained in anyoptions, warrants or convertible or exchangeable securities containing theright to subscribe for or purchase such shares of capital stock to thePartnership

17

----

in exchange foradditional Units at the value per Unit established in Section 4.02(c).

(iv)                 Engage in anymerger, consolidation or other combination with or into another Person or saleof all or substantially all of its assets, or any reclassification, orrecapitalization or change of outstanding REIT Shares (other than a change inpar value, or from par value to no par value, or as a result of a subdivisionor combination as described in Section 7.07(d)) other than a PermittedTransaction.

(b)Unless Special Partner Approval is obtained, the Partnership shall not engagein any of the following activities:

(i)                        Engage inany business other than business in which the General Partner is permitted toengage by its Articles of Incorporation as in effect on the date of thisAgreement or which is incidental thereto or reasonably necessary for theprotection of the Partnership.

(ii)                     Notwithstandinganything to the contrary herein, effect or enter into an agreement to effect avoluntary sale, exchange or other disposition by merger, consolidation orotherwise (other than a disposition occurring upon a financing or refinancingby the Partnership) of all or substantially all of the assets of thePartnership in a single transaction or a series of related transactions.

(c)Notwithstanding anything to the contrary herein, (i) the Partnership shall nottake, refrain from taking, or be required to take any action which, in thejudgment of the General Partner, in its sole and absolute discretion, (A) couldadversely affect the ability of the General Partner to continue to qualify as aREIT, (B) subject to clause (A), could adversely affect the classification ofthe Partnership or any partnership which is an Affiliate of the Partnership asa partnership for tax purposes, (C) could subject the General Partner to anyadditional taxes under Section 857 or Section 4981 of the Code, or (D) couldviolate any law or regulation of any governmental body or agency havingjurisdiction over the General Partner or its securities, unless such action (orinaction) shall have been specifically consented to by the General Partner inwriting; and (ii) the Partnership, when deemed necessary by the General Partnerin its sole and absolute discretion to continue the General Partner’squalification as a REIT, shall be required to make distributions to itsPartners, whether funded by available cash revenues, borrowings or any othermeans, which are sufficient in amount to enable the General Partner to meet theREIT distribution requirements contained in Code Section 857(a).

(d)Until the tenth anniversary of the Merger, the Partnership shall not sell inany single transaction or series of related transactions, any real propertythat was owned by Weeks Realty, L.P. immediately prior to the Merger and thatat the time of such sale has a fair market value (as determined in good faithby the General Partner) in excess of $50 million without the prior approval ofthe Asset Committee of the Board of Directors of the General Partner, if it isreasonably likely that the proposed sale would result in adverse taxconsequences to the holders of Units who contributed such properties to WeeksRealty, LP.

(e)Until the tenth anniversary of the Merger, the Partnership shall usecommercially reasonable efforts to maintain at all times an amount of RecourseLiabilities equal to or greater than the aggregate amount of RecourseLiabilities as to which one or more current or future Partners have agreed, orwill agree in the future, to bear the economic risk of loss through deficitCapital Account restoration obligations, Indemnity Agreements, or otherwise(the “Target Recourse Debt Amount”). Notwithstanding the foregoing, thePartnership shall have the right to cause the amount of outstanding RecourseLiabilities to fall below the Target Recourse Debt Amount if the GeneralPartner determines, in

18

----

good faith, that such action is in the best economicinterest of the Partnership and its Partners (without taking into account the taxconsequences of taking such action).

Section 3.10. Indemnification.

(a)Each Person who is now or in the future (i) the General Partner (ii) anofficer, director, shareholder, or Affiliate of the General Partner, (iii) anofficer, employee or agent of the Partnership, or (iv) any such Person’ssuccessors and assigns, shall be indemnified by the Partnership againstexpenses (including, but not limited to, attorneys’ fees, related disbursementsand removal of any liens affecting any property of the indemnitee), judgments,fines, and amounts paid in settlement, actually and reasonably incurred by suchPerson in connection with any action, suit or proceeding to which such Personmay be made a party by reason of being, or having been, (i) the General Partner,or (ii) an officer, director, shareholder, employee, agent or Affiliate of theGeneral Partner, or (iii) an officer, employee or agent of the Partnership, or(iv) any such Person’s successor or assign (whether or not continuing to besuch at the time of incurring such expense), if such Person acted in good faithand in a manner reasonably believed by such Person to be in, or at least notopposed to, the best interests of the Partnership, and, with respect to anycriminal action or proceeding, such Person had either reasonable cause tobelieve his or its conduct was lawful or had no reasonable cause to believe hisor its conduct was unlawful. An action shall be conclusively presumed to havebeen reasonably believed by a Person to be in, or at least not opposed to, thebest interests of the Partnership if it was reasonably believed by such Personto be in, or at least not opposed to, the best interests of the General Partneror its shareholders. The termination of any proceeding by judgment, order orsettlement does not create a presumption that the indemnitee did not meet therequisite standard of conduct set forth in this Section 3.10(a). Thetermination of any proceeding by conviction or upon a plea of nolo contendereor its equivalent, or an entry of an order of probation prior to judgment,creates a rebuttable presumption that the indemnitee acted in a manner contraryto that specified in this Section 3.10(a). If a judgment, order, settlement orany other document which terminates a proceeding does not indicate whether theindemnitee met the requisite standard of conduct set forth in this Section3.10(a), such determination shall be made by independent legal counsel unlessthe disinterested Unaffiliated General Partner Directors decide otherwise. Anysuch indemnification shall be limited to the assets of the Partnership andshall not impose any personal liability upon any Partner. This provision isintended to provide such indemnification as is permitted under Indiana law; itshall not operate to indemnify any person in any case in which suchindemnification is for any reason contrary to law.

(b)Reasonable expenses incurred by an indemnitee who is a party to a proceedingmay be paid or reimbursed by the Partnership in advance of the finaldisposition of the proceeding upon receipt by the Partnership of (i) a writtenaffirmation by the indemnitee of the indemnitee’s good faith belief that thestandard of conduct necessary for indemnification by the Partnership asauthorized in this Section 3.10 has been met, and (ii) a written undertaking byor on behalf of the indemnitee to repay the amount if it shall ultimately bedetermined that the standard of conduct has not been met.

(c)The indemnification provided by this Section 3.10 shall be in addition to anyother rights to which an indemnitee or any other Person may be entitled underany agreement, pursuant to any vote of the Partners, as a matter of law orotherwise, and shall continue as to an indemnitee who has ceased to serve insuch capacity.

(d)The Partnership may purchase and maintain insurance, on behalf of any potentialindemnitee and such other Persons as the General Partner shall determine,against any liability that may be asserted against or expenses that may beincurred by such Person in connection with the Partnership’s activities,regardless of whether the Partnership would have the power to indemnify suchPerson against such liability under the provisions of this Agreement.

19

----

(e)For purposes of this Section 3.10, the Partnership shall be deemed to haverequested a Person to serve as fiduciary of an employee benefit plan, and suchPerson shall be deemed to be within the class of indemnitees in subsection (a),whenever the performance by the Person of the Person’s duties to thePartnership also imposes duties on, or otherwise involves services by, it tothe plan or participants or beneficiaries of the plan; excise taxes assessed onan indemnitee with respect to an employee benefit plan pursuant to applicablelaw shall constitute fines within the meaning of Section 3.10(a); and actionstaken or omitted by the indemnitee with respect to an employee benefit plan inthe performance of its duties for a purpose reasonably believed by it to be inthe interest of the participants and beneficiaries of the plan shall be deemedto be for a purpose which is not opposed to the best interests of thePartnership.

(f)In no event may an indemnitee subject the Limited Partners to personalliability by reason of the indemnification provisions set forth in thisAgreement.

(g)An indemnitee shall not be denied indemnification in whole or in part underthis Section 3.10 because the indemnitee had an interest in the transactionwith respect to which the indemnification applies if the transaction wasotherwise permitted by the terms of this Agreement.

(h)The provisions of this Section 3.10 are for the benefit of the indemnitees andtheir heirs, successors, assigns and administrators and shall not be deemed tocreate any rights for the benefit of any other Persons.

Section 3.11. Voting Rights of Partners.

(a) Subject to subsection (b), the following mattersrequire Special Partner Approval:

(i)                        Thematters described in Section 3.09(b).

(ii)                     Permittingthe General Partner to engage in the actions described in Section 3.09(a).

(iii)                  Causing a dissolution of thePartnership as described in Section 6.01(c).

(iv)                 Amendingthis Agreement as described in Section 9.05(b).

(b)The parties intend that the exercise of any rights granted to the LimitedPartners by this Agreement shall be deemed an action affecting only theagreement among the Partners and not an action affecting the management andcontrol of the business or otherwise inconsistent with the Act. The exercise ofany rights of the Limited Partners under this Section shall, at the option ofthe General Partner, be conditioned upon the prior receipt by the GeneralPartner of an opinion of legal counsel for the Partnership, satisfactory inform and substance to the General Partner, to the effect that such exercisewill not have a material adverse federal or state income tax or other materialadverse legal impact on the Partnership. A Limited Partner may, however, andshall be permitted to exercise any rights granted to the Limited Partners bythis Agreement relating to management and control of the businessnotwithstanding any adverse effect on such Limited Partner.

Section 3.12. Approval Procedures. Any matter requiring theconsent or approval of all or any portion of the Partners shall be deemed to beapproved if Partners entitled to vote thereon holding the requisite number ofUnits consent in writing pursuant to the terms of this Agreement to theproposed action. In lieu thereof, such a matter shall be submitted to thePartners entitled to vote thereon in the following manner:

(a)Within thirty (30) days of the proper proposal of the matter, the GeneralPartner shall send notice of the proposal, the text thereof, and a ballot toeach Partner entitled to vote thereon by first class United States mail at theaddress contained in the records of the Partnership.

20

----

(b) The notice shall set forth the recommendation ofthe General Partner, if any, with respect to the passage or rejection of theproposal and a brief explanation of the reasons therefor.

(c) The ballot supplied with the notice of theproposal shall state that the vote of each Partner is due at the offices of thePartnership in writing on a date certain which shall be no less than ten (10)and no more than thirty (30) days from the date of the notice (which shall bethe date of the postmark of such notice) and shall provide that those Partnerswhose ballots are not received by said date shall be deemed to have voted inaccordance with the recommendation of the General Partner or, in the case of aproposal on which the General Partner has not expressed a recommendation, shallprovide that those Partners whose ballots are not received by said date shallbe deemed to have voted against the proposal.

(d) A matter requiring the consent of a specifiedportion or portions of the Partners in addition to the consent of the Partnersas a whole may be voted upon using the same notice and ballot, and it shall notbe necessary for a Partner to mark and return multiple ballots to vote in morethan one capacity.

(e) If consent is given or the proposal is passed inaccordance with the foregoing procedure, the General Partner is expresslyauthorized and directed to take such action as may be specified in the consentor proposal.

Section 3.13. Loans to andfrom the Partnership. Inthe event that additional funds are required by the Partnership, one or morePartners (or any Affiliate thereof) may, at the option of the General Partner,loan such funds to the Partnership. Each such loan shall be made upon terms andconditions no less favorable to the Partnership than those upon which acommercial lending institution would make such a loan to an entity withfinancial and business characteristics similar to the Partnership. ThePartnership may loan funds to the General Partner only to the extent such fundsare needed by the General Partner either (A) to fund a payment on the $1million demand note from the General Partner to DSI or (B) to makedistributions to the General Partner’s shareholders required for the GeneralPartner to qualify as a REIT or to avoid being subject to income or excisetaxes under the Code. Any such loan shall be repaid as soon as possible, shallhave a maximum term of one (1) year and shall be made on other terms andconditions no less favorable to the Partnership than those upon which a commerciallending institution would make such a loan to an entity with financial andbusiness characteristics similar to the General Partner. To the extent that thePartnership loans funds to the General Partner pursuant to this section, thePartnership may also, at the option of the General Partner, loan to any otherPartner funds in an amount up to the amount loaned to the General Partner timesthe ratio of such Partner’s Percentage Share to the General Partner’sPercentage Share, on the same terms as the loan to the General Partner.

Section 3.14. Reimbursementof Expenses.

(a) Except as provided in this Section 3.14 andelsewhere in this Agreement (including the provisions of Article IV regardingdistributions, payments, and allocations to which it may be entitled), theGeneral Partner shall not be compensated for its services as general partner ofthe Partnership.

(b) The General Partner shall be reimbursed on amonthly basis, or such other basis as the General Partner may determine in itssole and absolute discretion, for all expenses it, as the case may be, incursin connection with the business of the Partnership and any other issuance ofadditional Units or REIT Shares pursuant to this Agreement. Such reimbursementsshall be in addition to any reimbursement to the General Partner as a result ofindemnification pursuant to Section 3.10 hereof.

Section 3.15. Indemnificationof Certain Recourse Debt.Towne Investment Co. shall indemnify the General Partner for a portion of thePartnership’s Recourse Liabilities as specified in Exhibit M attachedhereto.

21

----

ARTICLE IV

CAPITALCONTRIBUTIONS, PROFITSAND LOSSES AND DISTRIBUTIONS

Section 4.01. Purchase of Units and CapitalContributions.

(a)Prior to the date of this Agreement, the Partners have made the Capital Contributionsand in exchange therefor have received the Units specified in Exhibit Ahereto.

(b)From and after the date hereof, except as expressly provided in Section 2.05(b)or Indiana law, the Partners shall not be obligated to make further contributionsto the Partnership.

Section 4.02. Issuance of Additional PartnershipInterests.

(a)Except as otherwise expressly provided in this Agreement, the General Partneris hereby authorized to cause the Partnership to issue such additionalpartnership interests in the form of Units for any Partnership purpose at anytime or from time to time, to Partners (other than the General Partner) or toother Persons, for such consideration and on such terms and conditions as shallbe established by the General Partner in its sole and absolute discretion, allwithout the approval of any Limited Partner. The Partnership may also from timeto time issue to the General Partner additional Units in consideration of acontribution by the General Partner as contemplated by Section 3.09(a)(iii) orin connection with a Permitted Transaction. Any additional Units issuedpursuant to this Section 4.02 may be Common Units or Preferred Units and ifPreferred Units, may be issued in one or more classes, or one or more series ofany of such classes, with such designations, preferences and relative,participating, optional or other special rights, powers and duties, includingrights, powers and duties senior to Common or Preferred Units (subject to theterms of any existing Preferred Units) then outstanding, all as shall bedetermined by the General Partner in its sole and absolute discretion andwithout the approval of any Limited Partner, including, without limitation, inrespect of (i) the allocations of items of Partnership income, gain, loss,deduction and credit to each such class or series of Preferred Units; (ii) theright of each such class or series of Preferred Units to share in Partnershipdistributions; and (iii) the rights of each such class or series of PreferredUnits upon dissolution and liquidation of the Partnership; provided, thata written designation of preferences setting forth the rights, powers, dutiesand preferences of each class or series of Preferred Units shall be set forthas an additional Exhibit to this Agreement on or prior to the date of issuanceof such Preferred Units (together with the designations set forth in ExhibitsD through J, the “Partnership Unit Designations” and each a “PartnershipUnit Designation”); and provided further, that with respect toPreferred Units issued to the General Partner, (x) the additional PreferredUnits shall be issued in connection with an issuance and sale of shares ofcapital stock of the General Partner having designations, preferences and otherrights that are substantially similar in economic effect to the designations,preferences and other rights of such additional Preferred Units, and (y) thenet proceeds from the issuance of such shares by the General Partner shall becontributed by the General Partner to the Partnership in exchange foradditional Preferred Units at the value per Preferred Unit established inSection 4.02(c).

(b)No Person shall have any preemptive, preferential or other similar right withrespect to (i) additional Capital Contributions or loans to the Partnership, or(ii) issuance or sale of any Units.

(c)The Capital Contribution required upon issuance of any Unit pursuant to thisSection will be equal to (i) in the case of a Unit issued in accordance withthe proviso contained in Section 3.09(a)(iii), the per share price (net ofdiscounts, commissions and any other related costs incurred by or on behalf ofthe General Partner in connection with issuing such shares) of the applicableREIT Shares issued by the General Partner divided by the Redemption Ratio atthe time the Unit is issued, or (ii) in any cases involving the issuance of aUnit to a Principal Owner or Affiliate of a Principal Owner, the Current

22

----

Market Price of a REIT Share divided by the RedemptionRatio at the time the Unit is issued, or (iii) in all other cases, an amountbased on the range of quoted market prices of a REIT Share for a reasonableperiod of time before the Unit is issued adjusted as determined by the GeneralPartner to recognize the possible effects of price fluctuations, quantitiestraded, issue costs and other market factors and divided by the RedemptionRatio at the time the Unit is issued.

(d) The initial Capital Accounts of the holders ofPreferred Units issued in connection with the Merger shall be equal to (i) theLiquidation Preference Amounts (other than any accrued but unpaid distributionthereon) of such class or series of Preferred Units, and (ii) in the case ofthe Series G Preferred Units, the amount originally contributed to WeeksRealty, L.P. in respect of the “Series C preferred units” issued by WeeksRealty, L.P. by the holder to which they were initially issued.

Section 4.03. DistributableCash. Distributions ofDistributable Cash shall be made when declared by the General Partner in itssole discretion to the Partners who are Partners on the Partnership Record Datewith respect to such distribution; provided that for each fiscal year,all distributions made pursuant to this Section 4.03 shall be made to thePartners (i) first, at the time and in the manner set forth in the applicablePartnership Unit Designation, to each holder of Preferred Units in accordancewith the preferences set forth in such Partnership Unit Designation; and (ii)thereafter, to the holders of Common Units (and Preferred Units entitled pursuantto an applicable Partnership Unit Designation to participate paripassuwith Common Units) pro rate in proportion to their respective Percentage Shares(and, with respect to the holders of Preferred Units, as provided in suchapplicable Partnership Unit Designation); provided, that in no event maya Partner receive a distribution of Distributable Cash with respect to a Unitif such Partner is entitled to receive a distribution out of such DistributableCash with respect to a REIT Share for which such Unit has been redeemed andsuch distribution shall be made to the General Partner.

Section 4.04. DistributionsFrom Terminating Capital Transaction. After the occurrence of aTerminating Capital Transaction, and subject to Section 2.05, all cash of the Partnershipfrom all sources shall be applied and distributed in the following order, afteradjusting Capital Accounts for all Distributions under Section 4.03 and allallocations of Profits and Losses:

(a) To the payment of debts and liabilities of thePartnership deemed appropriate by the General Partner to pay at that time inthe order of priority as provided by law (other than those to Partners)including the expenses of or relating to sale, refinancing, exchange,condemnation, destruction or other disposition of assets of the Partnership;

(b) To the setting up of such reserves as arereasonably necessary for any contingent liabilities or obligations of thePartnership or for the operation of the Partnership, as determined solely bythe General Partner in good faith;

(c) To the payment of debts and liabilities of thePartnership to the Partners other than in respect to the balances in theCapital Accounts of Partners; and

(d) To the Partners in proportion to the positivebalances in their Capital Accounts determined after taking into account allallocations of Profits, Losses and items thereof through completion of theliquidation of the Partnership.

Section 4.05. Allocation ofProfits and Losses.

(a) After giving effect to the allocations set forthin Section 4.06 hereof, for each fiscal year of the Partnership or portionthereof; Profits and Losses shall be allocated as follows:

(i)                        Profitsshall be allocated to the Partners in the following manner and order ofpriority:

23

----

(A)                First, to theGeneral Partner to the extent that the cumulative Losses allocated to theGeneral Partner pursuant to Section 4.05(a)(ii)(F) exceed the cumulativeProfits allocated to the General Partner pursuant to this Section4.05(a)(i)(A);

(B)                  Second, to eachPartner to the extent of and in proportion to the amount by which thecumulative Losses allocated to such Partner pursuant to Section 4.05(a)(ii)(E)exceed the cumulative Profits allocated to such Partner pursuant to thisSection 4.05(a)(i)(B);

(C)                  Third, to theGeneral Partner to the extent that the cumulative Losses allocated to theGeneral Partner pursuant to Section 4.05(a)(ii)(D), exceed the cumulativeProfits allocated to the General Partner pursuant to this Section4.05(a)(i)(C);

(D)                 Fourth, to eachholder of Preferred Units to the extent of and in proportion to the amount bywhich the cumulative Losses allocated to each such holder pursuant to Section4.05(a)(ii)(C) exceeds the cumulative allocation of Profits to such holderpursuant to this Section 4.05(a)(i)(D).

(E)                   Fifth, to eachPartner to the extent of and in proportion to the amount by which thecumulative Losses allocated to such Partner pursuant to Section 4.05(a)(ii)(A),exceed the cumulative Profits allocated to such Partner pursuant to thisSection 4.05(a)(i)(E);

(F)                   Sixth, to theholders of the Series H Preferred Units until the cumulative allocations ofProfits allocated to such holders under this Section 4.05(a)(i)(F), reduced bythe cumulative allocations of Losses allocated to such holders under Section4.05(a)(ii)(B), equal the cumulative quarterly distributions that have accruedon such Preferred Units for the current and all prior fiscal years underSections c(l) and c(2) of Exhibit J hereto (irrespective of whether suchaccrued amounts have been paid to such holders or remain unpaid as of the timesuch allocation has been made); and

(G)                  Thereafter, tothe Partners in accordance with their respective Percentage Shares.

(ii)       Lossesshall be allocated to the Partners in the following manner and order of priority;

(A)                 First, to thePartners, in proportion to their respective Percentage Shares; provided thatLosses allocated pursuant to this Section 4.05(a)(ii)(A) shall not exceed themaximum amount of Losses that can be allocated without causing any Partner to havea negative Adjusted Capital Account (determined without regard to any Partner’sobligation to fund a deficit Capital Account balance, including the obligationof an Obligated Partner to fund a deficit Capital Account balance pursuant toSection 2.05 hereof, an Indemnitor Partner’s obligation under an IndemnityAgreement, or any other deemed obligation recognized under Section1.704-l(b)(2)(ii)(c) of the Treasury Regulations and without regard to theamounts credited to the Capital Accounts of holders of Preferred Units for thecapital contributed in respect of such Preferred Units);

24

----

(B)                  Second, to theholders of the Series H Preferred Units in an amount equal to the excess, ifany, of (1) the cumulative allocations of Profit to such holders pursuant to Section4.05(a)(i)(E), over (2) the sum of (i) the cumulative distributions made tosuch holders pursuant to Section c(1) of Exhibit J hereto and (ii) thecumulative Losses allocated to such holders pursuant to this Section4.05(b)(ii)(B);

(C)                  Third, to theholders of Preferred Units in proportion to their respective LiquidationPreference Amounts (determined by excluding any amount of unpaid distributionsaccrued and in respect of such Preferred Units); provided that Losses allocatedpursuant to this Section 4.05(a)(ii)(C) shall not exceed the maximum amount ofLosses that can be allocated without causing any holder of Preferred Units tohave a negative Adjusted Capital Account (determined without regard to any suchholder’s obligation to fund a deficit Capital Account balance, including theobligation of an Obligated Partner to fund a deficit Capital Account balancepursuant to Section 2.05 hereof, an Indemnitor Partner’s obligation under anIndemnity Agreement, or any other deemed obligation recognized under Section1.704-1(b)(2)(ii)(c) of the Treasury Regulations);

(D)                 Fourth, to theGeneral Partner, until the General Partner’s Adjusted Capital Account(determined without regard to any obligation of the General Partner to fund adeficit Capital Account balance pursuant to this Agreement, including Section2.05 hereof, or any deemed obligation recognized under Section1.704-1(b)(2)(ii)(c) of the Treasury Regulations) equals the excess of (i) theamount of Recourse Liabilities over (ii) the sum of the Aggregate RestorationAmount and the Aggregate Indemnity Amount;

(E)                   Fifth, to theObligated Partners and the Indemnitor Partners, in proportion to theirrespective Restoration Amounts and Indemnity Amounts, as applicable, until suchtime as such Partners have been allocated an aggregate amount of Lossespursuant to this Section 4.05(a)(ii)(E) equal to the sum of the AggregateRestoration Amount and the Aggregate Indemnity Amount; provided that no Lossesshall be allocated to any such Partner to the extent such allocation wouldcause or increase a deficit in such Partner’s Adjusted Capital Account; and

(F)                   Thereafter, tothe General Partner.

This Section 4.05(a) shall control notwithstandingany reallocation or adjustment of taxable income, loss or other items by theIRS or any other taxing authority; provided, however, that neither thePartnership nor the General Partner (nor any of their respective Affiliates) isrequired to indemnify any Obligated Partner (or its affiliates) for the loss ofany tax benefit resulting from any reallocation or adjustment of taxableincome, loss or other items by the IRS or other taxing authority. Theprovisions of this Section 4.05(a) shall not be amended in a manner whichadversely affects an Obligated Partner (without the consent of such ObligatedPartner), provided that the General Partner may amend Exhibit L to addadditional Obligated Partners.”

(b) In connection with any Terminating CapitalTransaction treated as an installment sale, Profits or Losses shall, forpurposes of adjusting the Partners’ respective Capital Accounts, be allocatedunder the foregoing provisions of this section as though the principal amountof the deferred obligation were

25

----

received in full at the time of sale. In connectionwith any Terminating Capital Transaction property treated as an installmentsale under the Code, the portion of the Profits or Losses in each installmentallocable to a given Partner shall, for federal income tax purposes, be inproportion to the Partner’s total share of Profits or Losses from theTerminating Capital Transaction allocated to the Partner pursuant to theforegoing provisions of this section.

Section 4.06. Mandatory Allocations.

(a) (i)      Minimum Gain Chargeback.Notwithstanding any other provision of this Article IV, if there is a netdecrease in Partnership Minimum Gain during any fiscal year, then, subject tothe exceptions set forth in Treasury Regulations Sections 1.704-2(f)(2), (3),(4) and (5), each Partner shall be allocated items of Partnership income andgain for such fiscal year (and, if necessary, subsequent fiscal years) in anamount equal to such Partner’s share of the net decrease in Partnership MinimumGain determined in accordance with Section 1.704-2(g) of the TreasuryRegulations. The items to be so allocated shall be determined in accordancewith Section 1.704-2(f) of the Treasury Regulations. This Section 4.06(a)(i) isintended to comply with the minimum gain chargeback requirement in such Sectionof the Treasury Regulations and shall be interpreted consistently therewith.

    (ii)        Partner Minimum GainChargeback. Notwithstanding any other provision of this Article IV exceptSection 4.06(a)(i), if there is a net decrease in Partner Minimum Gainattributable to a Partner Nonrecourse Debt during any fiscal year, then,subject to the exceptions set forth in Treasury Regulations Section1.704-2(i)(4), each Partner who has a share of the Partner Minimum Gainattributable to such Partner Nonrecourse Debt, determined in accordance withSection 1.704-2(i)(5), of the Treasury Regulations, shall be speciallyallocated items of Partnership income and gain for such fiscal year (and, ifnecessary, subsequent fiscal years) in an amount equal to the portion of suchPartner’s share of the net decrease in Partner Minimum Gain attributable tosuch Partner Nonrecourse Debt, determined in accordance with Section1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shallbe determined in accordance with Section 1.704-2(i)(4) of the TreasuryRegulations. This Section 4.06 (a)(ii) is intended to comply with the minimumgain chargeback requirement in such Section of me Treasury Regulations andshall be interpreted consistently therewith.

(b) QualifiedIncome Offset. In the event any Partner would be allocated Losses or otheritems of deduction or Code Section 705(a)(2)(B) Expenditures hereunder orunexpectedly receives any adjustments, allocations, or distributions describedin Sections 1.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulationswhich would result in an Adjusted Capital Account deficit, items of Partnershipincome and gain shall be specially allocated to such Partner in an amount andmanner sufficient to eliminate, to the extent required by the TreasuryRegulations, the Adjusted Capital Account deficit of such Partner as quickly aspossible, provided that an allocation pursuant to this Section 4.06(b) shall bemade only if and to the extent that such Partner would have an Adjusted CapitalAccount deficit after all other allocations provided for in this Article IVhave been tentatively made as if this Section 4.06(b) were not in theAgreement.

(c) NonrecourseDeductions. Nonrecourse Deductions for any fiscal year or other periodshall be allocated among the Partners in accordance with their Percentage Sharesas of the end of such fiscal year or other period.

26

----

 

(d) PartnerNonrecourse Deductions. Any Partner Nonrecourse Deductions for any fiscalyear or other period shall be specially allocated to the Partner who bears theeconomic risk of loss with respect to the Partner Nonrecourse Debt to whichsuch Partner Nonrecourse Deductions are attributable in accordance with Section1.704-2(i) of the Treasury Regulations.

(e) Section754 Adjustments. To the extent an adjustment to the adjusted tax basis ofany Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) isrequired, pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations,to be taken into account in determining Capital Accounts, the amount of suchadjustment to the Capital Accounts shall be treated as an item of gain (if theadjustment increases the basis of the asset) or loss (if the adjustmentdecreases such basis) and such gain or loss shall be specially allocated to thePartners in a manner consistent with the manner in which their Capital Accountsare required to be adjusted pursuant to such Section of the TreasuryRegulations.

(f) PreferentialIncome Allocations. After giving effect to the mandatory allocations setforth above, gross income of the Partnership shall be allocated to the holdersof Preferred Units (other than Series H Preferred Units) until the cumulativeamount allocated to each such holder pursuant to this Section 4.06(f) equalsthe cumulative amount for the current and all prior fiscal years of the sum of(A) the distributions made to each such holder pursuant to Section 4.03 withrespect to the holder’s Preferred Units and (B) the portions, if any, of thedistributions made to each such holder pursuant to a redemption of a PreferredUnit under the terms of an applicable Partnership Unit Designation that exceedthe Liquidation Preference Amount (other than any accrued but unpaiddistribution thereon) per Preferred Unit established for such Preferred Unit inthe applicable Partnership Unit Designation. Such allocations shall be made inproportion to the relative shortfall amounts determined for each such holder.Solely for purposes of making the required allocation under this Section4.06(f) in the fiscal year in which the Partnership is liquidated, the amountof any accrued but unpaid distributions in arrears in respect of the PreferredUnits (determined in accordance with the relevant provisions in the applicablePartnership Unit Designation) and other amounts payable to the holders of suchPreferred Units pursuant to Section (d)(l) of the applicable Partnership UnitDesignation, shall be treated as having been distributed to the holders ofPreferred Units immediately prior to such liquidation under Section 4.03hereof.

(g) SpecialPreferred Allocation With Respect to Series G Preferred Units. In additionto the priority allocations set forth in Section 4.06(f), the followingallocations shall be made only in the fiscal years as specified in this Section4.06(g), and shall be made prior to making the allocations in Section 4.06(f),and in the following priority:

(A)              Items of Partnershipgross income or gain for the Partnership fiscal year shall be speciallyallocated to the holder of the outstanding Series G Preferred Units until thecumulative allocations under this Section 4.06(g)(A) equal the differencebetween the aggregate Liquidation Preference Amounts (other than accrued andunpaid quarterly distributions in arrears) with respect to such Units and theamount originally contributed to Weeks Realty, L.P. by the holder in respect ofthe “Series C preferred units” issued by Weeks Realty, L.P.

(B)                If the Series GPreferred Units are redeemed pursuant to Section e(l) or Section e(2) or putpursuant to Section f of Exhibit I to this Partnership Agreement,additional items of Partnership gross income or gain for the fiscal year shallbe specially allocated to the holder of the redeemed Series G Preferred Unitsuntil such holder’s Capital Account balance equals (i) if the Series GPreferred Units are redeemed pursuant to Section e(2) or put pursuant toSection f, the Liquidation Preference Amount (the “Target Balance”), and (ii)if the Series G Preferred Units are redeemed pursuant to Section e(1), the sumof (a) the Target Balance,

27

----

plus (b) if the AEW Warrant (as defined in Exhibit I to thisPartnership Agreement) has not been exercised on or before the Expiration Dateof the AEW Warrant, the Target Balance with respect to the Series G PreferredUnits redeemed, multiplied by the following applicable percentage based on thetime of redemption of such Units:

 

| Redemption on or after November 6, | ** ** | **Percentage** | ** ** |
|-------------------------------------------------------------|------------|----------------|------------|
| 2003                                                        |       | 4              | %          |
| 2004                                                        |       | 3              | %          |
| 2005                                                        |       | 2              | %          |
| 2006                                                        |       | 1              | %          |
| 2007                                                        |       | 0              | %          |

(C)                If the Series GPreferred Units are redeemed pursuant to Section e(3) of Exhibit I tothis Partnership Agreement, additional items of Partnership gross income orgain for the fiscal year shall be specially allocated to the holder of theredeemed Series G Preferred Units until such holder’s Capital Account balanceequals the sum of (i) the Target Balance, plus (ii) the Target Balance withrespect to the Series G Preferred Units redeemed, multiplied by the followingapplicable percentage based on the time of redemption of such Preferred Units:

 

| Redemption on or after November 6, | ** ** | **Percentage** | ** ** |
|-------------------------------------------------------------|------------|----------------|------------|
| 1998                                                        |       | 10             | %          |
| 1999                                                        |       | 9              | %          |
| 2000                                                        |       | 8              | %          |
| 2001                                                        |       | 7              | %          |
| 2002                                                        |       | 6              | %          |

(D)               The priorityallocations provided by this Section 4.06(g) shall only be made with respectto: (i) any fiscal year, or portion thereof, in which a Redemption Date orExchange Date falls (as defined in Exhibit I to this PartnershipAgreement); (ii) solely with respect to the allocation provided by Section4.06(g)(A) above, the fiscal year in which the partnership interest of a holderof Series G Preferred Units is “liquidated” within the meaning of TreasuryRegulations Section 1.704-l(b)(2)(ii)(g); and (iii) any fiscal year immediatelyprior to any of the fiscal years referenced in clauses (i) and (ii) to theextent that the Exchange Date, the Redemption Date or liquidating distributionsoccur on or before the due date (not including extensions) for filing thePartnership’s federal income tax return for such prior fiscal year.

(h) CurativeAllocations. Any allocations of items of income, gain, loss, Code Section705(a)(2)(B) Expenditures and deduction made pursuant to Sections 4.06(a),4.06(b), 4.06(c), 406(d) and 4.06(e) hereof shall be taken into account for thepurpose of equitably adjusting subsequent allocations of income, gain, loss,Code Section 705(a)(2)(B) Expenditures and deduction among the Partners so that,to the extent possible, the net allocations in the aggregate, allocated to each Partner pursuant to thisArticle IV and the Capital Accounts of each Partner, shall as quickly aspossible and to the extent possible consistent with the requirements of Sections4.06(a), 4.06(b), 4.06(c),4.06(d) and 4.06(e) be the same as if no allocations had been made under thosesections. For purposes of applying the

28

----

foregoing sentence, allocations pursuant to thisSection 4.06(h) shall only be made with respect to allocations pursuant toSection 4.06(e) hereof to the extent the Tax Matters Partner reasonablydetermines that such allocations will otherwise be inconsistent with theeconomic agreement among the parties to this Agreement.

Section 4.07. OtherAllocation Rules. Solelyfor purposes of determining a Partner’s proportionate share of the “excessnonrecourse liabilities” of the Partnership within the meaning of Section1.752-3(a)(3) of the Treasury Regulations, such excess nonrecourse liabilitiesshall be allocated among the Partners in proportion to their respectivePercentage Shares.

Section 4.08. TaxAllocations; Code Section 704(c).

(a)In the event any Partnership property is reflected on the books of thePartnership at a book value that differs from the adjusted tax basis of suchproperty at the time of its contribution to the Partnership or its revaluationpursuant to Treasury Regulations Sections 1.704-l(b)(2)(iv)(d) or1.704-l(b)(2)(iv)(f), respectively, income, gain, loss, and deduction withrespect to such property shall, solely for tax purposes, be allocated among thePartners in the manner required by Code Section 704(c) and Treasury RegulationsSections 1.704-l(b)(4)(i) and 1.704-3. Consistent with the foregoing, withrespect to Partnership property owned as of the date hereof, depreciation,amortization or other cost recovery deductions shall be allocated in accordancewith the traditional method contained in Treasury Regulations Section1.704-3(b) or any succeeding applicable provision, unless the General Partnerand a Contributing Partner have specifically agreed otherwise. For propertyacquired by or contributed to the Partnership subsequent to the date hereof,the Tax Matters Partner shall, at its sole discretion and on a property byproperty basis, choose between any permissible method contained in TreasuryRegulations Section 1.704-3 or any similar succeeding applicable provision. Forpurposes of allocating the Partnership’s earnings and profits to corporatePartners, depreciation, amortization and cost recovery deductions used indetermining earnings and profits shall be allocated among the Partners in thesame manner as allocations of depreciation, amortization and other costrecovery deductions for regular tax purposes, adjusted for differences in earningsand profits, bases and depreciation periods.

(b)Any elections or other decisions relating to such allocations shall be made bythe Tax Matters Partner in any manner that reasonably reflects the purpose andintention of this Agreement. Allocations pursuant to this Section 4.08 aresolely for purposes of federal, state, and local taxes and shall not affect, orin any way be taken into account in computing, any Person’s Capital Account orshare of Profits, Losses, other items, or distributions pursuant to anyprovision of this Agreement.

Section 4.09. GeneralProvisions. In the event ofan increase or a decrease in the Percentage Share of a Partner at any timeafter the Partnership’s initial fiscal quarter other than at the end of afiscal quarter of the Partnership, the share of the Profits and Losses and theDistributable Cash of the Partnership shall be allocated among the Personswhose shares are changed as determined by the General Partner pursuant to CodeSection 706(d).

Section 4.10. NoInterest on Capital Accounts.No Partner shall be entitled to receive any interest from the Partnership onaccount of the amount of its Capital Account.

Section 4.11. Distributionof Property. Unless thePartners otherwise agree, in the event it becomes necessary to make aDistribution of Partnership property in kind, then such property shall betransferred and conveyed to the Partners, or their assigns, so as to vest ineach of them as a tenant-in-common, a percentage interest in the whole of saidproperty equal to the percentage interest he would have received had suchproperty not been distributed in kind.

29

----

Section 4.12. Returnof Capital Contribution.

(a)Except as provided in this Agreement, no Partner shall be entitled to withdrawany part of its Capital Contribution or to receive any Distributions from thePartnership. No Partner shall have the right to demand or receive propertyother than cash in return for its Capital Contribution; and if upon dissolutionthe Partnership property remaining after the payment or discharge of debts andliabilities of the Partnership is insufficient to return said contributions, noLimited Partner shall have any recourse against the General Partner or anyother Limited Partner.

(b)If the General Partner repurchases or redeems REIT Shares from the holdersthereof in accordance with its Articles of Incorporation as now or hereafteramended and Indiana law, then the General Partner shall cause the Partnershipto purchase from the General Partner on the same terms as the repurchase or redemptionof such REIT Shares a number of Units equal to the number of REIT Shares sorepurchased or redeemed divided by the Redemption Ratio.

(c)Return of Capital Determination. For purposes of computing the return on thecapital of the holder of Series G Preferred Units, the capital of a holder ofthe Series G Preferred Units attributable to each such Unit shall be treated asreturned (i) when the Unit is redeemed by the Partnership or (ii) to the extentthat the Partnership has distributed with respect to such Unit an amount thatexceeds the cumulative quarterly distributions accrued thereon, plus thedifference between $25 and the amount contributed to the Partnership withrespect to such Unit. Such return of capital determination is solely for the internaltax accounting purposes of the holders of the Series G Preferred Units andshall not in any way affect the distribution to the Partners under thisAgreement or the allocations of Profits and Losses.

ARTICLE V

ACCOUNTING, REPORTING AND HOLDING OF ASSETS

Section 5.01. FiscalYear. The fiscal year of the Partnership shall be the calendar year.

Section 5.02. Records,Accounting and Reports.

(a)The books of account and records of the Partnership shall be located at suchplace as may be specified by the General Partner and shall be kept andmaintained on an accrual basis in accordance with generally accepted accountingprinciples.

(b)Any records maintained by or on behalf of the Partnership in the regular courseof its business may be kept on, or be in the form of, computer disks, magnetictape, photographs, micrographics or any other information storage device; providedthat the records so maintained are convertible into clearly legible writtenform within a reasonable period of time.

(c)As soon as practicable, but in no event later than one hundred five (105) daysafter the close of each Partnership Year, the General Partner shall cause to bemailed to each Limited Partner as of the close of the Partnership Year, anannual report containing financial statements of the Partnership, or of theGeneral Partner if such statements are prepared on a consolidated basis withthe General Partner, for such Partnership Year, presented in accordance withGAAP, such statements to be audited by a nationally recognized firm ofindependent public accountants selected by the General Partner. The mailing ofcopies of the General Partner’s or the Partnership’s annual report on Form 10-Kto the Limited Partners shall constitute compliance with this subsection.

(d)As soon as practicable, but in no event later than sixty (60) days after theclose of each calendar quarter (except the last calendar quarter of each year),the General Partner shall cause to be mailed to each Limited Partner as of thelast day of the calendar quarter, a report containing unaudited financialstatements of the Partnership, or of the General Partner, if such statementsare prepared on a

30

----

consolidated basis with the General Partner, and suchother information as may be required by applicable law or regulation, or as theGeneral Partner determines to be appropriate. The mailing of copies of theGeneral Partner’s or the Partnership’s quarterly report on Form 10-Q to theLimited Partners shall constitute compliance with this subsection.

Section 5.03. Rightto Inspection.

(a)Each Partner or his duly authorized agent shall at all reasonable times haveaccess to and the right at his expense to inspect and copy any of the books andrecords of the Partnership.

(b)In addition to other rights provided by this Agreement or by the Act, andexcept as limited by subsection (d) hereof, each Limited Partner shall have theright, for a purpose reasonably related to such Limited Partner’s interest as alimited partner in the Partnership, upon written demand with a statement of thepurpose of such demand and at such Limited Partner’s own expense:

(i)                      to obtain acopy of the most recent annual and quarterly reports filed with the Securitiesand Exchange Commission by the General Partner or the Partnership pursuant tothe Securities Exchange Act of 1934;

(ii)                      to obtain acopy of the Partnership’s federal, state and local income tax returns for eachPartnership Year;

(iii)                to obtain a currentlist of the name and last known business, residence or mailing address of eachPartner;

(iv)                  to obtain a copyof this Agreement and the Certificate and all amendments thereto, together withexecuted copies of all powers of attorney pursuant to which this Agreement, theCertificate and all amendments thereto have been executed; and

(v)                  to obtain trueand full information regarding the amount of cash and a description andstatement of any other property or services contributed by each Partner andwhich each Partner has agreed to contribute in the future, and the date onwhich each became a Partner.

(c)The Partnership shall notify each Limited Partner in writing of any change madeto the Redemption Ratio within ten (10) Business Days of the date such changebecomes effective.

(d)Notwithstanding any other provision of this Section 5.03, the General Partnermay keep confidential from the Limited Partners, for such period of time as theGeneral Partner determines in its sole and absolute discretion to bereasonable, any information that (i) the General Partner believes to be in thenature of trade secrets or other information the disclosure of which theGeneral Partner in good faith believes is not in the best interests of thePartnership, the General Partner, or (ii) the Partnership or the GeneralPartner is required by law or by agreements with unaffiliated third parties tokeep confidential.

Section 5.04. Holdingand Transfer of Assets.

(a)All property, real or personal, owned by the Partnership shall be deemed to beowned by the Partnership as an entity, and no Partner or Assignee, individuallyor collectively, shall have any ownership interest in such Partnership assetsor any portion thereof. Title to any or all of the Partnership assets may beheld in the name of the Partnership, the General Partner or one or morenominees, as the General Partner may determine, including Affiliates of theGeneral Partner. The General Partner hereby declares and warrants that anyPartnership assets for which legal title is held in the name of the GeneralPartner or any nominee or Affiliate of the General Partner shall be held by theGeneral Partner for the use and benefit of the Partnership is accordance withthe provisions of this Agreement; provided,however,

31

----

that the General Partner shall use its best efforts tocause beneficial and record title to such assets to be vested in thePartnership as soon as reasonably practicable. All Partnership assets shall berecorded as the property of the Partnership on its books and records,notwithstanding the name in which legal title to such assets is held.

(b)Notwithstanding anything to the contrary in this Agreement, any Person dealingwith the Partnership shall be entitled to assume that the General Partner hasfull power and authority to encumber, sell or otherwise use in any manner anyand all assets of the Partnership and to enter into any contracts on behalf ofthe Partnership, and such Person shall be entitled to deal with the GeneralPartner as if it were the Partnership’s sole party in interest, both legallyand beneficially. Each Limited Partner hereby waives any and all defenses orother remedies which may be available against such Person to contest, negate ordisaffirm any action of the General Partner in connection with any suchdealing. In no event shall any Person dealing with the General Partner or its representativesbe obligated to ascertain that the terms of this Agreement have been compliedwith or to inquire into the necessity or expedience of any act or action of theGeneral Partner or its representatives. Each and every certificate, document orother instrument executed on behalf of the Partnership by the General Partneror its representatives shall be conclusive evidence in favor of any and everyPerson relying thereon or claiming thereunder that (i) at the time of theexecution and delivery of such certificate, document or instrument, thisAgreement was in full force and effect, (ii) the Person executing anddelivering such certificate, document or instrument was duly authorized andempowered to do so for and on behalf of the Partnership, and (iii) suchcertificate, document or instrument was duly executed and delivered inaccordance with the terms and provisions of this Agreement and is binding uponthe Partnership.

Section 5.05. BankAccounts. Funds of thePartnership may be deposited in its name in such bank account or accounts asshall be designated from time to time by the General Partner. All withdrawalsfrom Partnership accounts shall be made upon checks signed by or upon theauthorization of the General Partner. The General Partner may designate one ormore Persons to sign checks upon its authorization.

Section 5.06. TaxStatus; Notice of Tax Controversy. The Partnership shall betreated and shall file its tax returns as a partnership for federal, state andmunicipal income tax and other tax purposes. If any Partner shall receivenotice of a tax examination of the Partnership by federal, state or localauthorities, he shall immediately give notice thereof to the General Partner.

Section 5.07. TaxMatters Partner; Tax Elections; Tax Returns.

(a) TheGeneral Partner is hereby designated as the Tax Matters Partner of thePartnership under Subchapter C of Chapter 63 as contained in subtitle F of theCode. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice fromthe IRS of the beginning of an administrative proceeding with respect to thePartnership, the Tax Matters Partner shall furnish the IRS with the name,address and profit interest of each of the Limited Partners; provided,howeverthat such information is provided to the Partnership by the Limited Partners.

(b)The Tax Matters Partner is authorized, but not required:

(i)                        To enterinto any settlement with the IRS with respect to any administrative or judicialproceedings for the adjustment of Partnership items required to be taken intoaccount by a Partner for income tax purposes (such administrative proceedingsbeing referred to as a “tax audit” and such judicial proceedings being referredto as “judicial review”), and in the settlement agreement the Tax MattersPartner may expressly state that such agreement shall bind all Partners, exceptthat such settlement agreement shall not bind any Partner (A) who (within thetime prescribed pursuant to the Code and Regulations) files a statement withthe

32

----

IRS providing that the Tax Matters Partner shall not have the authorityto enter into a settlement agreement on behalf of such Partner, or (B) who is a“notice partner” (as defined in Section 6231 of the Code) or a member of a “noticegroup” (as defined in Section 6223(b)(2) of the Code);

(ii)                     In the eventthat a notice of a final administrative adjustment at the Partnership level ofany item required to be taken into account by a Partner for tax purposes (a “finaladjustment”) is mailed to the Tax Matters Partner, to seek judicial review of suchfinal adjustment, including the filing of a petition for readjustment with theTax Court or the United States Claims Court, or the filing of a complaint forrefund with the District Court of the United States for the district in whichthe Partnership’s principal place of business is located;

(iii)                  To intervene inany action brought by any other Partner for judicial review of a finaladjustment;

(iv)                 To file a requestfor an administrative adjustment with the IRS at any time and, if any part ofsuch request is not allowed by the IRS, to file an appropriate pleading(petition or complaint) for judicial review with respect to such request;

(v)                    To enter intoan agreement with the IRS to extend the period for assessing any tax which isattributable to any item required to be taken into account by a Partner for taxpurposes, or an item affected by such item; and

(vi)                 To take any otheraction on behalf of the Partners of the Partnership in connection with any taxaudit or judicial review proceeding to the extent permitted by applicable lawor regulations.

Thetaking of any action and the incurring of any expense by the Tax MattersPartner in connection with any such proceeding, except to the extent requiredby law, is a matter in the sole and absolute discretion of the Tax MattersPartner, and the provisions relating to indemnification of the General Partnerset forth in Section 3.10 of this Agreement shall be fully applicable to theTax Matters Partner in its capacity as such.

(c)The Tax Matters Partner shall receive no compensation for its services. Allthird party costs and expenses incurred by the Tax Matters Partner inperforming its duties as such (including legal and accounting fees) shall beborne by the Partnership. Nothing herein shall be construed to restrict thePartnership from engaging an accounting firm or legal counsel to assist the TaxMatters Partner in discharging its duties hereunder, so long as thecompensation paid by the Partnership for such services is reasonable.

(d)The Tax Matters Partner has the authority to make or not to make any electionpermitted to be made by the Partnership under the Code. Without limiting thegenerality of the foregoing, the Tax Matters Partner is authorized to make anelection on behalf of the Partnership under Section 754 of the Code. TheGeneral Partner shall have the right to seek to revoke any such election(including, without limitation, the election under Section 754 of the Code)upon the General Partner’s determination in its sole and absolute discretion thatsuch revocation is in the best interests of the Partners.

(e)The General Partner shall arrange for the preparation and timely filing of allreturns of Partnership income, gains, deductions, losses and other itemsrequired of the Partnership for federal and state income tax purposes and shalluse all reasonable efforts to furnish, within ninety (90) days of the close ofeach taxable year, the tax information reasonably required by Limited Partnersfor federal and state income tax reporting purposes.

33

----

Section 5.08. TaxMatters Partner Not Liable.The Tax Matters Partner shall not be liable to any Partner or the Partnershipon account of any action taken or not taken so long as it shall act in goodfaith in such capacity. Without limiting the generality thereof, the TaxMatters Partner shall be deemed to have acted in good faith in taking anyaction which benefits Partners holding at least ninety percent (90%) of theUnits.

Section 5.09. Withholding. Each Limited Partner herebyauthorizes the Partnership to withhold from or pay on behalf of or with respectto such Limited Partner any amount of federal, state, local, or foreign taxesthat the General Partner determines that the Partnership is required towithhold or pay with respect to any amount distributable or allocable to suchLimited Partner pursuant to this Agreement, including, without limitation, anytaxes required to be withheld or paid by the Partnership pursuant to Sections1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with respectto a Limited Partner shall constitute a loan by the Partnership to such LimitedPartner, which loan shall be repaid by such Limited Partner within fifteen (15)days after notice from the General Partner that such payment must be madeunless (i) the Partnership withholds such payment from a Distribution whichwould otherwise be made to the Limited Partner or (ii) the General Partnerdetermines, in its sole and absolute discretion, that such payment may besatisfied out of the available funds of the Partnership which would, but forsuch payment, be distributed to the Limited Partner. Any amounts withheldpursuant to the foregoing clauses (i) and (ii) shall be treated as having beendistributed to such Limited Partner. Any tax credit available with respect toany withheld amount shall be allocated to the Partner with respect to whom suchamount was withheld. Each Limited Partner hereby unconditionally andirrevocably grants to the Partnership a security interest in such LimitedPartner’s Units to secure such Limited Partner’s obligation to pay to thePartnership any amounts required to be paid pursuant to this Section 5.09 andauthorizes the General Partner to file a financing statement without suchLimited Partner’s signature in connection with such security interest. In theevent that a Limited Partner fails to pay any amounts owed to the Partnershippursuant to this Section 5.09 when due, the General Partner may, in its soleand absolute discretion, elect to make the payment to the Partnership on behalfof such defaulting Limited Partner, and in such event shall be deemed to haveloaned such amount to such defaulting Limited Partner and shall succeed to allrights and remedies of the Partnership as against such defaulting LimitedPartner (including, without limitation, the right to receive Distributions).Any amounts payable by a Limited Partner hereunder shall bear interest at thebase rate on corporate loans at large United States money center commercialbanks, as published from time to time in The Wall Street Journal, plusfour percentage points (but not higher than the maximum lawful rate) from thedate such amount is due (i.e., 15 days after demand) until such amountis paid in full. Each Limited Partner shall take such actions as thePartnership or the General Partner shall request in order to perfect or enforcethe security interest created hereunder.

ARTICLE VI

DISSOLUTION AND CONTINUATION OF PARTNERSHIP

Section 6.01. Dissolution. The Partnership shall be dissolvedand, unless continued, its assets shallbe disposed of and its affairs wound up upon the occurrence of any of thefollowing events:

(a)The expiration of the term in Section 1.03, including any extension thereof.

(b)The withdrawal or dissolution of the General Partner (except as permitted underSection 7.01).

(c)Special Partner Approval and approval by the General Partner of a voluntaryagreement at any time to dissolve the Partnership.

(d)Entry of a decree of judicial dissolution of the Partnership pursuant to theprovisions of the Act.

34

----

(e)The sale or other disposition (other than a disposition occurring upon afinancing or refinancing) of all or substantially all of the assets andproperties of the Partnership.

Section 6.02. Noticeof Dissolution. In theevent a dissolution of the Partnership occurs pursuant to Section 6.01, theGeneral Partner shall, within thirty (30) days thereafter, provide writtennotice thereof to each of the Partners.

Section 6.03. Continuationof Partnership. In theevent of the dissolution or withdrawal of the General Partner, all powersgranted to the General Partner shall terminate and a new General Partner may beselected within ninety (90) days of the date of dissolution and the business ofthe Partnership may be continued as a successor limited partnership with theapproval of (i) the General Partner and (ii) Limited Partners other than theGeneral Partner holding more than 50% of the Units held by Partners other thanthe General Partner. If the business of the Partnership is so continued, thesuccessor limited partnership shall be governed by the terms and provisions ofthis Agreement. If the Partnership is not so continued, the Partnership shallbe liquidated in accordance with Article VIII.

Section 6.04. Extensionof Term. The initial term ofthis Agreement as set forth in Section 1.03 shall be extended to December 31,2124 if prior to the expiration of such initial term the extension is approvedby Partners holding more than fifty percent (50%) of the outstanding Units.

ARTICLE VII

TRANSFER OF UNITS AND CHANGES IN PARTNERS

Section 7.01. GeneralPartner Transfers Restricted.

(a)The General Partner shall not voluntarily withdraw from the Partnership or takeany action described in item (B), (C) or (D) of the definition of “Bankruptcy”in Section 1.04, or Assign any of its Units, or dissolve or liquidate, exceptas provided in subsection (b) or (c) or as otherwise permitted by thisAgreement.

(b)Notwithstanding the provisions of subsection (a), the General Partner may (i)Assign Units to another Person with Special Partner Approval, or (ii) grant abona fide security interest in Units, and such Units may be Assigned to thesecured party pursuant to such a security interest; provided, however,that the secured party will have no right to become a Substituted Partnerexcept as provided in this Agreement.

(c)Notwithstanding the provisions of subsection (a), the General Partner may, atany time after the effective date of this Agreement, in its sole discretion,transfer and assign a portion of its Units to a wholly-owned subsidiary of theGeneral Partner (the “New Partner”), and the New Partner shall, at the solediscretion of the General Partner, have the right to be admitted as a LimitedPartner (the “New Limited Partner”) or a substituted General Partner (the “NewGeneral Partner”) of the Partnership. If the New Partner is admitted as a NewLimited Partner, (i) any remaining Units held by the General Partner willcontinue to be held by it in its capacity as the General Partner and (ii) theNew Limited Partner shall agree to be bound by all of the terms and obligationshereof. If the New Partner is admitted as a New General Partner, (i) anyremaining Units held by the General Partner will be held by it in the capacityof a Limited Partner and (ii) the New General Partner shall assume all of theobligations of the General Partner as the general partner of the Partnershipand shall agree to be bound by all of the terms and conditions hereof. TheGeneral Partner will not be relieved of any obligation accruing to it as thegeneral partner of the Partnership upon such transfer to a New General Partnerprior to the date of such transfer. The Partners hereby consent to any futuretransfer of Units by the General Partner to a New Limited Partner and itsadmission as a Limited Partner of the Partnership. The Partners further consentwith respect to a New General Partner, to the transfer of Units to such NewGeneral Partner, to the withdrawal of the General Partner as the generalpartner of the Partnership upon such transfer, to the admission of the

35

----

New General Partner as the sole general partner of thePartnership, to the conversion of the General Partner’s status to that of aLimited Partner and to the admission of the General Partner as a LimitedPartner of the Partnership. The Partners agree that the withdrawal of theGeneral Partner as the general partner of the Partnership shall not dissolvethe Partnership.

(d)Simultaneously with any transfer of Units described in Section 7.01(c), theGeneral Partner shall amend and restate this Agreement as necessary, in orderto effect such transfer of Units and the admission of the New Limited Partneror substituted New General Partner, as the case may be. The General Partnershall execute and deliver such amended and restated Agreement and will be boundby and agree to perform and comply with all the provisions imposing obligationsor limitations on the General Partner (in its capacity as a General Partner,Limited Partner or REIT, as the case may be) and will guarantee to the Limited Partners(and not to any Person that is not a party to the Agreement) the due andpunctual performance by the New Limited Partner or the New General Partner, asthe case may be, of all of the New Limited Partner’s or New General Partner’sobligations thereunder.

Section 7.02. LimitedPartner Transfers Restricted.

(a)No Limited Partner shall Assign all or any portion of his Units, or any of suchLimited Partner’s rights as a Limited Partner, without the prior writtenconsent of the General Partner, which consent may be given or withheld by theGeneral Partner in its sole and absolute discretion, except as follows (subjectin each such case to the satisfaction of the requirements of Sections 7.03,7.04 and 7.05 and provided that the Assignee will have no right to become aSubstituted Partner except as provided in this Agreement):

(i)                        If aLimited Partner is subject to Incapacity, the executor, administrator, trustee,committee, guardian, conservator or receiver of such Limited Partner’s estateshall have all the rights of a Limited Partner, but not more rights than thoseenjoyed by other Limited Partners for the purpose of settling or managing theestate and such power as the Incapacitated Limited Partner possessed to assignall or any part of his or its interest is the Partnership; however, theIncapacity of a Limited Partner, in and of itself, shall not dissolve orterminate the Partnership.

(ii)                     If a LimitedPartner is a partnership, corporation or trust, the Limited Partner shall bepermitted to distribute to any of its equity owners such equity owner’s prorata share of Units.

(iii)                  A LimitedPartner may Assign all or a portion of his Units to a member of his ImmediateFamily or to an entity for the benefit of one or more members of his ImmediateFamily.

(iv)                 A Limited Partnermay Assign all or a portion of his Units to a charitable organization withinthe meaning of Section 501(c)(3) of the Code in a donative transfer.

(v)                    A LimitedPartner may redeem his Units as provided in Section 7.07.

(vi)                 A Limited Partnermay Assign Units to another Limited Partner.

(vii)              A Limited Partnermay Assign Units to a trust for the benefit of employees of (A) thePartnership, (B) any direct or indirect Subsidiary of the General Partner, (C)Duke Services or (D) any direct or indirect Subsidiary of Duke Services.

(b)Any purported Assignment respecting a Partnership interest by a Limited Partnerin violation of Section 7.02(a) shall be void ab initio and shall not begiven effect for any purpose by the Partnership. Any Assignment of Units by theGeneral Partner is controlled by Section 7.01 and not by this section.

36

----

 

(c)Notwithstanding the provisions of subsection (a), no Assignment by a LimitedPartner may be permitted or recognized by the Partnership if the GeneralPartner determines, in its sole discretion, that such Assignment might resultin the disqualification of the General Partner as a REIT or the classificationof the Partnership as an association taxable as a corporation.

(d)Notwithstanding the provisions of subsection (a), a Limited Partner may grant abona fide security interest in Units, and such Units may be Assigned to thesecured party pursuant to such a security interest; provided, however,that the secured party will have no right to become a Substituted Partnerexcept as provided in this Agreement.

(e)No Limited Partner may withdraw from the Partnership other than as a result ofa permitted Assignment and substitution with respect to all of such LimitedPartner’s Units in accordance with this section.

Section 7.03. Transferand Assignment of Partnership Interest.

(a)To the extent permitted by Section 7.02, a Limited Partner or Assignee shallhave the right to Assign all or any portion of its Units by a signed, writtenassignment document in compliance with and subject to Sections 7.04 and 7.05, providedthat (i) the terms of such assignment document are not in contravention ofany of the provisions of this Agreement; (ii) such assignment document is fullyexecuted by the assignor and Assignee; (iii) such assignment document isreceived by the Partnership and recorded on the books thereof, (iv) the GeneralPartner, in its sole discretion, approves the Assignment documents and, to theextent required by Section 7.02, approves the Assignment, and (v) the Partnerprovides an opinion of counsel, if required by the General Partner,satisfactory to the General Partner, that no material adverse tax or securitieslaw effects will result to the Partnership or the other Partners from suchAssignment.

(b)In the event of an Assignment of Units, the following rules shall govern:

(i)                      The effectivedate of an Assignment of Units shall be that date set forth on the writteninstrument of Assignment; provided, however, that no Assignment shall beretroactive and the effective date of an Assignment shall only be the first dayof a fiscal quarter of the Partnership, unless the General Partner otherwiseagrees.

(ii)                      Anythingherein to the contrary notwithstanding, both the Partnership and the GeneralPartner shall be entitled to treat the Partner or Assignee of Record withrespect to such Units as the absolute owner thereof in all respects and shallincur no liability for Distributions of cash or other property made in goodfaith to such Partner or Assignee of Record until such time as a certificatefor the Units Assigned, properly endorsed, has been delivered to the Partnershipfor registration of the Assignment and any required approvals are given.

(iii)                  An Assigneeshall be entitled to receive Distributions of cash or other property from thePartnership attributable to the Units acquired by reason of such Assignmentfrom and after the effective date of the Assignment of such Units to theAssignee except as provided in subparagraph (ii) above.

(iv)                 The Profits,Losses, income, expense, deductions or credits attributable to the interestacquired by reason of such Assignment shall be divided among and allocatedbetween the assignor and Assignee of such Units in accordance with Section7.06.

37

----

Section 7.04. Substitutionas a Partner. NoAssignee of the whole or any portion of Units shall have the right to become aSubstituted Partner in place of the assignor unless all of the followingconditions are satisfied:

(i)                        Theassignor and Assignee execute a written instrument of Assignment, together withsuch other instruments as the General Partner may deem necessary or desirableto effect the admission of the Assignee as a Substituted Partner, and by whichthe Assignee agrees to be bound by this Agreement.

(ii)                     Suchinstrument of Assignment provided for herein has been delivered to and receivedby the General Partner.

(iii)                  The conditionsto such substitution in Section 7.05 have been satisfied.

(iv)                 The writtenconsent of the General Partner to such substitution has been obtained, thegranting or denial of which shall be within the sole and absolute discretion ofthe General Partner, provided that the consent of the General Partner tosuch substitution shall be withheld if the General Partner shall not havereceived evidence satisfactory to it that the Substituted Partner is authorizedto acquire the interest so Assigned and has the appropriate financial resourcesto acquire the Units Assigned to it.

(v)                    A transfer feehas been paid to the Partnership which is sufficient to cover all reasonableexpenses connected with such Assignment and substitution, including, but notlimited to, legal and filing or recording fees.

Section 7.05. AdditionalConditions to Assignment and Substitution. The General Partner andthe Partnership shall not recognize any Assignment or substitution for anypurpose if the Partnership shall not have received, if required by the GeneralPartner, an opinion of counsel regularly employed by the Partnership (or othercounsel reasonably satisfactory to the General Partner) to the effect that suchAssignment (A) will not result is termination of the Partnership under the Act;(B) will not result in termination of the Partnership for federal income taxpurposes or, if it does result in such a termination, such termination will notcause material adverse federal income tax consequences to the Partnership orthe other Partners; (C) will not change the status of the Partnership as apartnership for federal income tax purposes; (D) will not give rise toliability of the Partnership, any Partner or any agent or advisor of anyPartner for violation of the securities Laws of the United States or any statethereof; and (E) will not cause the Partnership to become subject to payment ofthe Indiana Gross Income Tax. Notwithstanding the foregoing restrictions, aredemption or purchase of the Common Units by the General Partner pursuant tothe Redemption Rights granted in Section 7.07 shall not be deemed to be anAssignment for the purposes of this Section 7.05.

Section 7.06. AllocationUpon Assignment or Redemption.If any Units are Assigned during any quarterly segment of the Partnership’sfiscal year in compliance with the provisions of this Article VII or redeemedpursuant to Section 7.07, Profits, Losses, each item thereof and all otheritems attributable to such Units for such fiscal year shall be divided andallocated between the transferor Partner and the transferee Partner by takinginto account their varying interests during the fiscal year in accordance withSection 4.09.

Section 7.07. RedemptionRight.

(a)Subject to Section 7.07(b) and any other applicable agreement between thePartnership and a Limited Partner, each Limited Partner shall have the right(the “Redemption Right”) but not the obligation to require the Partnership toredeem on a Specified Redemption Date all or a portion of the Common Units heldby such Limited Partner at a redemption price per Common Unit equal to and inthe

38

----

form of the Redemption Amount. The Redemption Rightshall be exercised pursuant to one or more Notices of Redemption delivered tothe General Partner by the Limited Partner (or the Limited Partner’sattorney-in-fact) who is exercising the Redemption Right (the “RedeemingPartner”); provided,however, that the Partnership shall not beobligated to satisfy such Redemption Right if the General Partner elects topurchase the Common Units subject to the Notice of Redemption pursuant toSection 7.07(b). A Limited Partner may not exercise the Redemption Right forless than 10 Units or, if such Limited Partner holds less than 10 Units, all ofthe Units held by such Partner. The Redeeming Partner shall have no right, withrespect to any Units so redeemed, to receive any Distributions paid after theSpecified Redemption Date.

(b)Notwithstanding the provisions of Section 7.07(a), a Limited Partner thatexercises the Redemption Right shall be deemed to have offered to sell theCommon Units described in the Notice of Redemption to the General Partner, andthe General Partner may, in its sole and absolute discretion, purchase directlyand acquire such Units by paying to the Redeeming Partner the Redemption Amounton the Specified Redemption Date, whereupon the General Partner shall acquirethe Units offered for redemption by the Redeeming Partner and shall be treatedfor all purposes of this Agreement as the owner of such Partnership Units.Unless the General Partner shall exercise its right to purchase Units from theRedeeming Partner pursuant to this Section 7.07(b), the General Partner shallnot have any obligation to the Redeeming Partner or the Partnership withrespect to the Redeeming Partner’s exercise of the Redemption Right. In theevent the General Partner shall exercise its right to purchase Units withrespect to the exercise of a Redemption Right in the manner described in thefirst sentence of this Section 7.07(b), the Partnership shall have no obligationto pay any amount to the Redeeming Partner with respect to such RedeemingPartner’s exercise of such Redemption Right, and each of the Redeeming Partner,the Partnership and the General Partner shall treat the transaction between theGeneral Partner and the Redeeming Partner as a sale of the Redeeming Partner’sUnits to the General Partner for federal income tax purposes. Each RedeemingPartner agrees to execute such documents as the General Partner may reasonablyrequire in connection with the issuance of REIT Shares upon exercise of theRedemption Right including, but not limited to, written representations as totax or securities law matters, and any certificates representing such REITShares may bear legends regarding federal and state securities transferrestrictions and imposing reasonable requirements for any transfer.

(c)The General Partner shall at all times reserve and keep available for issuanceupon the exercise of the Redemption Right such number of its authorized butunissued REIT Shares as will be sufficient to permit the exercise in full ofthe Redemption Right by all holders of Units. All REIT Shares, when issued uponexercise of a Redemption Right, shall be duly and validly issued and fully paidand nonassessable, and not subject to preemptive rights.

(d)The Redemption Ratio is 1.0, subject to adjustments as follows:

(i)                        In casethe General Partner shall (A) pay or make a dividend or other distribution onthe outstanding REIT Shares in REIT Shares, (B) subdivide or reclassify theoutstanding REIT Shares into a greater number of REIT Shares, or (C) combine orreclassify the outstanding REIT Shares into a smaller number of REIT Shares,the Redemption Ratio in effect at the opening of business on the day followingthe date fixed for the determination of shareholders entitled to receive suchdividend or other distribution or subject to such subdivision, combination orreclassification shall be proportionately adjusted so that a holder of Unitsshall be entitled to receive, upon redemption thereof, the number of REITShares which the holder would have owned at the opening of business on the dayfollowing the date fixed for such determination had such Units been redeemedimmediately prior to such determination.

39

----

(ii)                     In case thePartnership shall subdivide or reclassify the outstanding Units into a greaternumber of Units, the Redemption Ratio in effect at the opening of business onthe day following the date fixed for the determination of Unit holders subjectto such subdivision or reclassification shall be proportionately adjusted sothat a holder of Units shall be entitled to receive, upon redemption thereof,the number of REIT Shares which the holder would have owned at the opening ofbusiness on the day following the date fixed for such determination had suchUnits been redeemed immediately prior to such determination.

(iii)                  In case theGeneral Partner (A) shall issue rights or warrants to all holders of REITShares entitling them to subscribe for or purchase REIT Shares at a price pershare less than the Current Market Price per REIT Share on the date fixed forthe determination of shareholders entitled to receive such rights or warrants,(B) shall not issue similar rights or warrants to all holders of Unitsentitling them to subscribe for or purchase RETT Shares or Units at acomparable price (determined, in the case of Units, by reference to theRedemption Ratio), and (C) cannot issue such rights or warrants to a Personexercising a Redemption Right as otherwise required by the definition of REITShares Amount in Section 1.04, then the Redemption Ratio in effect at theopening of business on the day following the date fixed for such determinationshall be increased by multiplying such Redemption Ratio by a fraction of whichthe numerator shall be the number of REIT Shares outstanding at the close ofbusiness on the date fixed for such determination plus the number of REITShares so offered for subscription or purchase, and of which the denominatorshall be the number of REIT Shares outstanding at the close of business on thedate fixed for such determination plus the number of REIT Shares which theaggregate offering price of the total number of REIT Shares so offered forsubscription would purchase at such Current Market Price per share, such increaseof the Redemption Ratio to become effective immediately after the opening ofbusiness on the day following the date fixed for such determination.

(iv)                 In case theGeneral Partner shall, by dividend or otherwise, distribute to all holders ofits common stock (i) shares ofcapital stock of any class other than its common stock, (ii) evidences of itsindebtedness or (iii) assets (excluding any rights or warrants referred to insubparagraph (iii) of this subsection (d), any cash dividend or distributionlawfully paid under the laws of the state of incorporation of the GeneralPartner, and any dividend or distribution referred to in subsection (d)(i)) andthe General Partner shall not cause a corresponding distribution to be made toall holders of Units, the Redemption Ratio shall be adjusted so that the sameshall equal the ratio determined by multiplying the Redemption Ratio in effectimmediately prior to the close of business on the date fixed for thedetermination of shareholders entitled to receive such distribution by afraction of which the numerator shall be the Current Market Price per REITShare on the date fixed for such determination, and of which the denominatorshall be such Current Market Price per REIT Share less the fair market value(as determined by the Board of Directors of the General Partner, whosedetermination shall be conclusive and described in a Board resolution certifiedby the Secretary of the General Partner and delivered to the holders of theUnits) of the portion of the shares of capital stock or evidences ofindebtedness or assets so distributed applicable to one REIT Share, suchadjustment to become effective immediately

40

----

priorto the opening of business on the day following the date fixed for thedetermination of shareholders entitled to receive such distribution.

(v)                    In case of anyreclassification of the REIT Shares (including, but not limited to, anyreclassification upon a consolidation or merger in which the General Partner isthe continuing corporation) into securities other than REIT Shares, the Unitsshall thereafter be redeemable into the kind and amount of shares of suchsecurities receivable upon such reclassification by a holder of the number ofREIT Shares into which such Units would be redeemable immediately prior to suchreclassification.

(vi)                 For purposes ofthis subsection (d), if the General Partner receives consideration other thancash for any of its securities, the value of such consideration is to bedetermined by the Board of Directors of the General Partner in the exercise ofits reasonable business judgment and the basis for such valuation shall beincluded in any certificate delivered by the General Partner pursuant toSection 5.03(c).

Section 7.08. Effectof Transfer. Any Assignee orother transferee of Units or any interest therein shall take subject to therestrictions and conditions to transfer imposed by this Article.

ARTICLE VIII

LIQUIDATION

Section 8.01. LiquidationDetermination. In theevent of dissolution where the Partnership is not continued pursuant to thisAgreement or otherwise, the Partnership shall be liquidated.

Section 8.02. LiquidationProcedure. A reasonabletime, as determined by the General Partner, from the date of an event ofdissolution shall be allowed for the orderly liquidation of the assets of thePartnership and the discharge of its liabilities. Upon the completion ofdissolution in accordance with the terms hereof, the Partnership shallterminate and the General Partner shall execute, acknowledge and cause to befiled a certificate of cancellation of the Partnership whereupon it shall ceaseto exist in all respects. In the event of a dissolution of the Partnership,liquidation of the assets of the Partnership and discharge of its liabilitiesmay be carried out by a liquidation trustee or receiver, who shall be a bank ortrust company or other person or firm having experience in managing,liquidating or otherwise handling property of the type then owned by thePartnership. Such liquidation trustee or receiver shall be designated by theGeneral Partner (or in the absence of the General Partner, by the LimitedPartners holding more than 50% of the Units). A liquidation trustee shall benot personally liable for the debts of the Partnership but otherwise shall havesuch obligations and authorities as are given the General Partner pursuant tothis Agreement or as may be agreed upon between the Partners and saidliquidation trustee.

Section 8.03. Allocationof Liquidation Proceeds.Upon liquidation of the Partnership, and subject to Section 2.05 hereof, theliquidation proceeds shall be applied and distributed in the following mannerand order of priority:

(i)                        To thepayment of liabilities of creditors other than Partners and to the expenses ofliquidation;

(ii)                     To thesetting up of any reserves which the General Partner determines reasonablynecessary for any contingent liabilities of the Partnership or of any Partnerarising out of or in connection with a Partnership liability, which revenuesshall be paid over by the Partnership to an escrow agent or shall be held forthe purpose of disbursing such reserves in payment of any such contingentliabilities and, at the expiration of such period as the General Partner shalldeem

41

----

advisable,the balance of which shall be distributed as otherwise provided in thissection;

(iii)                  To the paymentof any liabilities to the Partners (other than Capital Accounts), arising outof or in connection with a Partnership liability, or if the amount availablefor such payment is insufficient, a prorata portion thereof; and

(iv)                 The remainder tothe Partners in accordance with Section 4.04 of this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Notice. All notices, elections, consents andapprovals under this Agreement shall be in writing, and shall be effectivelygiven to any Partner if delivered to the Partner or if mailed by certifiedmail, return receipt requested, to such Partner at the address provided to theGeneral Partner. Any Partner may change his or its address for notice by givingnotice of such change to the General Partner.

Section 9.02. Construction. This Agreement shall be governedby and construed in accordance with the laws of the State of Indiana.

Section 9.03. Assignsand Successors in Interest.Except as otherwise provided herein, this Agreement shall be binding upon andshall run for the benefit of the parties executing this Agreement, and thepersonal representatives, heirs, legatees, devisees, assigns and successors ininterest of the Partners.

Section 9.04. Assignment. No Partner to this Agreement mayAssign its Units or any right therein to any other Person except as expresslypermitted by this Agreement. However, in the event of any Assignment of Unitsin accordance with the provisions of this Agreement, the Partners agree toexecute such documents as may be necessary to effect such change, includingrequired changes to this Agreement and the Certificate described in Section9.06.

Section 9.05. Amendment.

(a)The General Partner, without obtaining the consent of the other Partners, mayamend this Agreement at any time, in its sole and exclusive discretion, butonly to reflect:

(i)                        A changein the name of the Partnership;

(ii)                     A change inthe principal place of business of the Partnership;

(iii)                  The admission,substitution, termination, or withdrawal of Partners in accordance with thisAgreement, so long as any Person admitted or substituted as a Partner executesa written document agreeing to be bound by this Agreement;

(iv)                 A change that (A)is of an inconsequential nature and does not adversely affect the LimitedPartners or any Assignees in any material respect or (B) is required by thisAgreement;

(v)                    A change toset forth the rights, powers, duties, and preferences of the holders of anyadditional Partnership interests issued pursuant to Section 4.02(b) hereof;

(vi)                 A change tosatisfy any requirements, or conditions contained in any order, directive,opinion, ruling or regulation of a federal or state agency or contained infederal or state law; or

42

----

(vii)            A change to ExhibitL, M and N in accordance with the terms of such Exhibits.

(b)This Agreement may be otherwise amended with the consent of the General Partnerand Special Partner Approval. Notwithstanding the preceding sentence, anyamendment which would have any of the following effects must be consented to inwriting by each Partner whose rights or obligations as expressly provided inthis Agreement are directly and adversely affected by such amendment:

(i)                        Increaseor decrease a Partner’s obligation to contribute to the Partnership or decreasethe Capital Account of a Partner;

(ii)                     Alter theallocations of Profits and Losses;

(iii)                  Alter the mannerof computing Distributions;

(iv)                 Alter the rightof a Partner to Assign his Units and any rights provided in this Agreement tosubstitute another Person as a Partner;

(v)                    Alter thevoting rights or status of Partners;

(vi)                 Alter or modifythe Redemption Right and Redemption Amount as set forth in Section 7.07 andrelated definitions;

(vii)              Alter the proceduresfor amending this Agreement; or

(c)Notwithstanding the foregoing, the unanimous consent of the Partners isrequired for any amendment which, in the opinion of counsel for thePartnership:

(i)                        Is inviolation of the provisions of the Act;

(ii)                     Would causethe Limited Partners to incur liability as general partners; or

(iii)                  Would result inthe Partnership being treated as other than a partnership for federal incometax purposes.

(d)Section 2.05 shall not be amended without the consent of two-thirds in numberof the Obligated Partners.

(e)Amendments to this Agreement may be proposed by the General Partner or by aproposal in writing signed by Partners holding ten percent (10%) or more of theoutstanding Units, such proposal to be given to the General Partner and theother Partners at the addresses appearing in the records of the Partnership.

(f)         The General Partner shall providewritten notice to the Limited Partners when any action under subsection (a) istaken.

Section 9.06. Certificateof Limited Partnership.The Partnership has previously filed a Certificate of Limited Partnership inthe Office of the Secretary of State of Indiana. The Partnership shall amendsuch certificate as required by the Act in connection with this Second Amendedand Restated Agreement of Limited Partnership and shall file additionalCertificates of Limited Partnership in such other office or offices in suchother jurisdiction or jurisdictions where such filings are required byapplicable law or deemed desirable by the General Partner. In the event of anychange requiring the cancellation or amendment of such certificate under theAct or such other applicable law, the General Partner shall cause thecertificate to be cancelled or amended in accordance with law by an appropriatefiling, without the necessity of first obtaining the prior consent of the otherPartners.

43

----

Section 9.07. FurtherAssurances. The Partnerswill execute and deliver such further instruments and do such further acts andthings as may be necessary to carry out the intent and purpose of thisAgreement.

Section 9.08. Warrantiesof Representatives. EachPerson executing this Agreement on behalf of a party hereto represents andwarrants that he has been fully empowered to execute this Agreement, and thatall necessary action for the execution of this Agreement has been taken.

Section 9.09. Computationof Time. In computing anyperiod of time pursuant to this Agreement, the day of the act, event or defaultfrom which the designated period of time begins to run shall not be included.The last day of the period so computed shall be included, unless it is aSaturday, Sunday or a legal holiday, in which event the period shall run untilthe end of the next day that is not a Saturday, Sunday or legal holiday.

Section 9.10. Captions. Article and section titles or captionscontained in this Agreement are inserted only as a matter of convenience andfor reference and in no way define, limit, extend or describe the scope of thisAgreement or the intent of any provision hereof.

Section 9.11. Identification. Whenever the singular number isused in this Agreement and when required by the context, the same shall includethe plural; and the masculine gender shall include the feminine and neutergenders.

Section 9.12. Counterparts. This Agreement may be executed inany number of counterparts or by separate signature pages identified as suchand all of such counterparts or signature pages shall for all purposesconstitute an agreement binding on the parties hereto, notwithstanding that allparties are not signatory to the same counterpart or signature page.

Section 9.13. Partners’Capability. Anything inthis Agreement to the contrary notwithstanding, no Partner, or any Assignee ofthe interests thereof, shall be a Person or organization prohibited by law frombecoming such. Any assignment of an interest in the Partnership to any Personor organization not meeting such standard shall be void and ineffective andshall not bind the Partnership.

Section 9.14. Severability. If any provision of this Agreementshall be declared invalid or unenforceable, the remainder of this Agreementwill continue in full force and effect so far as the intent of the parties canbe carried out.

Section 9.15. Approvalor Consent. Except asotherwise provided herein, any approval or consent required in this Agreementby Partners holding Units shall be deemed given upon the affirmative vote at ameeting, or the execution of a written ballot or consent form indicatingconsent, by Partners holding more than fifty percent (50%) of the Common Units.The term “consent” shall comprise the word “approve” as used in the Act

Section 9.16. Meetings. Meetings of the Partnership may becalled by the General Partner and shall be called by the General Partner uponthe written request of the Partners holding more than ten percent (10%) of theUnits.

Section 9.17. Consentof Partners and Assignees.By acceptance of a Unit, each Partner and each Assignee expressly consents andagrees that, whenever in this Agreement it is specified that an action may betaken upon the affirmative vote or consent of less than all of the Partners,such action may be so taken upon the concurrence of less than all of thePartners, and each such Partner and Assignee shall be bound by the results ofsuch action.

Section 9.18. Limitationon Benefits of this Agreement.It is the explicit intention of the Partners that no Person other than thePartners and the Partnership (and, to the extent provided in Section 3.10, thePersons entitled to be indemnified thereunder) is or shall be entitled to bringany action by or on

44

----

behalf of the Partnership to enforce any provision ofthis Agreement against any Partner (or its successors and assigns) or thePartnership, and that the covenants, undertakings, and agreements set forth inthis Agreement shall be solely for the benefit of, and shall be enforceableonly by, the Partners (or their respective successors and assigns as permittedhereunder) and the Partnership (and, to the extent provided in Section 3.10,the Persons entitled to be indemnified thereunder).

Section 9.19. SpecialPower of Attorney.

(a)By executing this Agreement, in person or by attorney-in-fact, each LimitedPartner (and each Substituted Partner by acceptance of Units) constitutes andappoints the General Partner as the attorney-in-fact for such Limited Partner,with power and authority to act in its name and on its behalf to approve,execute, acknowledge and swear to the execution, acknowledgment and filing ofthe following documents:

(i)                        Anyamendments to this Agreement which are permitted under Section 9.05(a) or forwhich the required consent has been given under Section 9.05(b), 9.05(c) orSection 9.05(d), any separate certificates of limited partnership, as well asany amendments to the foregoing which, under the laws of the State of Indianaor the laws of any other state, are required to be made or filed or which arerequired to be made or filed by any governmental agency;

(ii)                     Anycertificates of limited partnership, as well as any amendments to the foregoingwhich, under the laws of the State of Indiana or the laws of any other state,are required to be filed or which the General Partner deems it advisable tofile;

(iii)                  Any otherinstrument or document which may be required to be filed by the Partnershipunder the laws of any state or by any governmental agency; and

(iv)                 Any instrument ordocument which may be required to effect the continuation of the Partnership,the admission of an Additional Limited Partner or Substituted Partner, or thedissolution and termination of the Partnership (provided such continuation,admission or dissolution and termination are in accordance with the terms ofthis Agreement), or to reflect any reductions in amount of contributions ofPartners.

(b)The special power of attorney granted by each Limited Partner:

(i)                        Is aspecial power of attorney coupled with an interest, is irrevocable, shallsurvive the death of the granting Limited Partner (if an individual), and islimited to those matters herein set forth;

(ii)                     May beexercised by the General Partner acting alone for each Limited Partner by afacsimile signature of the General Partner or by listing all of the LimitedPartners executing any instrument with a single signature of the GeneralPartner acting as an attorney-in-fact for all of them; and

(iii)                  Shall survive anAssignment by a Limited Partner of all or any portion of its Units except that,where the Assignee of the Units owned by a Limited Partner has been approved bythe General Partner for admission to the Partnership as a Substituted Partner,the special power of attorney shall survive such Assignment for the solepurpose of enabling the General Partner to execute, acknowledge and file anyinstrument or document necessary to effect such substitution.

45

----

IN WITNESS WHEREOF, theparties hereto have executed this Agreement of Limited Partnership this 2nd day of July, 1999.

 
|        |   |   |   | GENERAL PARTNER:                                                         |
|--------|--------|--------|--------|--------------------------------------------------------------------------|
|   |   |   |   |                                                                     |
|   |   |   |   | DUKE REALITY INVESTMENTS, INC.                                           |
|   |   |   |   |                                                                     |
|   |   |   |   |                                                                     |
|   |   |   | By:    | /s/ Darell E. Zink, Jr.                                                  |   |
|   |   |   |   | Darell E. Zink, Jr.Executive Vice President and  Chief Financial Officer |

 

 
|        |   |   |   | LIMITED PARTNERS:                                                                                                                                       |
|--------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   |                                                                                                                                                    |
|   |   |   |   | DUKE REALTY INVESTMENTS, INC.,  as attorney-in-fact for the Pre-Merger  Limited Partners of Duke Realty Limited  Partnership listed in Exhibit A hereto |
|   |   |   |   |                                                                                                                                                    |
|   |   |   |   |                                                                                                                                                    |
|   |   |   | By:    | /s/ Darell E. Zink, Jr.                                                                                                                                 |   |
|   |   |   |   | Darell E. Zink, Jr.  Executive Vice President and  Chief Financial Officer                                                                              |

 

 
|        |   | WEEKS GP HOLDINGS, INC., on behalf  of the Pre-Merger Limited Partners of  Weeks Realty, L.P. listed on Exhibit A  hereto and pursuant to the Consent of the  Limited Partners approving the merger of  Weeks Realty, L.P. with and into Duke  Realty Limited Partnership and related  transactions |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                |
|   | By:    | [ILLEGIBLE]                                                                                                                                                                                                                                                                                         |   |
|   |   |                                                                                                                                                                                                                                                                                                |

 

46

----