<PAGE>
 
                                                                   EXHIBIT 10.68

                          FIFTEENTH AMENDMENT TO THE
                          SECOND AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                              WEEKS REALTY, L.P.


     This Fifteenth Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Weeks Realty, L.P. (this "Amendment") is entered into as
of November 12, 1998, by and between Weeks GP Holdings, Inc., a Georgia
corporation (the "General Partner"), and Greene Street 1998 Exchange Fund, L.P.,
a Delaware limited partnership ("Greene Street Fund").  All capitalized terms
used herein shall have the meanings given to them in the Second Amended and
Restated Agreement of Limited Partnership of Weeks Realty, L.P., dated October
30, 1996, as amended by the First Amendment to the Partnership Agreement dated
November 1, 1996, the Second Amendment to the Partnership Agreement dated
December 31, 1996, the Third Amendment to the Partnership Agreement dated
January 31, 1997, the Fourth Amendment to the Partnership Agreement dated August
1, 1997, the Fifth Amendment to the Partnership Agreement dated October 7, 1997,
the Sixth Amendment to the Partnership Agreement dated October 27, 1997, the
Seventh Amendment to the Partnership Agreement dated December 30, 1997 and
effective as of August 1, 1997, the Eighth Amendment to the Partnership
Agreement dated January 9, 1998, the Ninth Amendment to the Partnership
Agreement dated January 20, 1998, the Tenth Amendment to the Partnership
Agreement dated April 3, 1998, the Eleventh Amendment to the Partnership
Agreement dated May 26, 1998, the Twelfth Amendment to the Partnership Agreement
dated June 3, 1998,  the Thirteenth Amendment to the Partnership Agreement dated
August 7, 1998, and the Fourteenth Amendment to the Partnership Agreement dated
November 6, 1998 (the "Partnership Agreement").

     WHEREAS, pursuant to that certain Private Placement Purchase Agreement
dated the date hereof by and among Greene Street Fund, Weeks and the Partnership
(the "Purchase Agreement"), Greene Street Fund desires to contribute $65 million
to the Partnership in exchange for partnership interests in the Partnership as
set forth herein; and

     WHEREAS, as provided in Section 9.3 of the Partnership Agreement, the
General Partner is authorized to cause the Partnership to issue additional
interests in the Partnership in exchange for such contribution.

     NOW THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
 
<PAGE>
 
     1.   Contribution.
          ------------ 

     Greene Street Fund hereby contributes to the Partnership $65 million as a
contribution to the capital of the Partnership.

     2.   Issuance of Series D Preferred Partnership Units; Rights.
          -------------------------------------------------------- 

     In consideration of the contribution to the Partnership pursuant to Section
1 hereof, the Partnership hereby issues to Greene Street Fund 2,600,000 Series D
Preferred Partnership Units (as defined herein).  Exhibit T to the Partnership
                                                  ---------                   
Agreement, attached hereto, is hereby inserted into the Partnership Agreement.
Greene Street Fund hereby agrees that it shall not have any rights with respect
to the "Rights" provided for in Section 11.1 and Exhibit B-1 to the Partnership
Agreement.

     3.   Definitions.
          ----------- 

     In addition to those terms defined in the Partnership Agreement, the
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, inserted into the Partnership Agreement and applied
to the terms used in the Partnership Agreement and in this Amendment:

          "Series D Preferred Partnership Unit" means a Partnership Unit issued
           -----------------------------------                                 
     by the Partnership to Greene Street Fund in consideration of the
     contribution by Greene Street Fund to the Partnership of $25.00.  The
     Series D Preferred Partnership Units shall constitute Preferred Partnership
     Units.  The Series D Preferred Partnership Units shall have the voting
     powers, designation, preferences and relative, participating, optional or
     other special rights and qualifications, limitations or restrictions as are
     set forth in Exhibit T, attached hereto.
                  ---------                  

          "Series D Preferred Stock" means the 8.625% Series D Cumulative
           ------------------------                                      
     Redeemable Preferred Stock, par value $0.01 per share, having a liquidation
     preference equal to $25.00 per share issued by Weeks.

     In addition, the definition of "Liquidation Preference Amount" appearing in
Article I of the Partnership Agreement is hereby deleted in its entirety and the
following definition is inserted in its place:

          "Liquidation Preference Amount" shall have the meaning set forth in
           -----------------------------                                     
     Exhibit F to the Partnership Agreement.
     ---------                              

     4.   Allocations and Other Tax and Accounting Matters.
          ------------------------------------------------ 

     Exhibit F to the Partnership Agreement is hereby deleted in its entirety
     ---------                                                               
and Exhibit F attached hereto is hereby inserted in its place.
    ---------                                                 

                                      -2-
<PAGE>
 
     5.   Admission.  Greene Street Fund is hereby admitted to the Partnership
          ---------                                                           
as a Limited Partner, effective as of the date hereof, and Greene Street Fund
hereby agrees to be bound by the terms of the Partnership Agreement.

     6.   Exhibits to Partnership Agreement.
          --------------------------------- 

     The General Partner shall maintain the information set forth in Exhibit A
                                                                     ---------
to the Partnership Agreement, as such information shall change from time to
time, in such form as the General Partner deems appropriate for the conduct of
the Partnership affairs, and Exhibit A shall be deemed amended from time to time
                             ---------                                          
to reflect the information so maintained by the General Partner, whether or not
a formal amendment to the Partnership Agreement has been executed amending such
Exhibit A.  In addition to the issuance of Series D Preferred Partnership Units
---------                                                                      
pursuant to this Amendment, such information shall reflect (and Exhibit A shall
                                                                ---------      
be deemed amended from time to time to reflect) the issuance of any additional
Partnership Units to any Person, the transfer of Partnership Units and the
redemption of any Partnership Units, all as contemplated herein.

     7.   Miscellaneous.  This Amendment shall be governed by and construed in
          -------------                                                       
conformity with the laws of the State of Georgia.  For the purposes of the
notice provisions of the Partnership Agreement, the address of Greene Street
Fund is as set forth on the signature page hereof.  Except as expressly amended
hereby, the Partnership Agreement shall remain in full force and effect.  This
Amendment and all the terms and provisions hereof shall be binding upon and
shall inure to the benefit of the parties, and their legal representatives,
heirs, successors and permitted assigns.

                                      -3-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.

                              GENERAL PARTNER:

                              WEEKS GP HOLDINGS, INC.,
                              a Georgia corporation


                              By:________________________
                                 Name:
                                 Title:


                              LIMITED PARTNER:

                              GREENE STREET 1998 EXCHANGE FUND. L.P.
                              a Delaware limited partnership

                              By: Goldman Sachs Management Partners, L.P., its
                                   
 
                                  By: Goldman Sachs Management, Inc., its
                                       General Partner

                                     By:______________________________
                                        Name:
                                        Title:

                                  Address: c/o Goldman, Sachs & Co.
                                           One New York Plaza
                                           New York, New York 10004
                                           Attn: Elizabeth Groves
<PAGE>
 
                                   EXHIBIT F
                                   ---------


                              WEEKS REALTY, L.P.

                                  ALLOCATIONS

      Section 1.    Allocation of Net Income and Net Loss.
                    ------------------------------------- 

          (a)  Net Income.  After giving effect to the special allocations set
               ----------                                                     
     forth in Section 2 hereof, Net Income for any fiscal year or other
     applicable period shall be allocated in the following manner and order of
     priority:

          (1)  To the General Partner until the cumulative allocations of Net
          Income under this Section 1(a)(1) equal the cumulative Net Losses
          allocated to the General Partner under Section 1(b)(5) hereof.

          (2)  To those Partners who have received allocations of Net Loss under
          Section 1(b)(4) hereof until the cumulative allocations of Net Income
          under this Section 1(a)(2) equal such cumulative allocations of Net
          Loss (such allocation of Net Income to be in proportion to the
          cumulative allocations of Net Loss under such section to each such
          Partner).

          (3)  To the Partners holding Preferred Partnership Units until the
          cumulative allocations of Net Income under this Section 1(a)(3) equal
          the cumulative allocations of Net Loss to such Partners under Section
          1(b)(3) hereof (such allocation of Net Income being in proportion to
          the cumulative allocations of Net Loss under such section to each such
          Partner).

          (4)  To those Partners who have received allocations of Net Loss under
          Section 1(b)(2) hereof until the cumulative allocations of Net Income
          under this Section 1(a)(4) equal such cumulative allocations of Net
          Loss (such allocation of Net Income to be in proportion to the
          cumulative allocations of Net Loss under such section to each such
          Partner).

          (5)  To the Partners until the cumulative allocations of Net Income
          under this Section 1(a)(5) equal the cumulative allocations of Net
          Loss to such Partners under Section 1(b)(1) hereof (such allocation of
          Net Income to be in proportion to the cumulative allocations of Net
          Loss under such section to each such Partner).

          (6)  To the holders of Series D Preferred Partnership Units until the
          cumulative allocations of Net Income under this Section 1(a)(6) equal
          the cumulative quarterly distributions that have accrued on such Units
          for the current and all prior fiscal years under Section 3(a) and 3(b)
          of Exhibit T (irrespective of whether such accrued 
             ---------                                                        
<PAGE>
 
          amounts have been paid to such holders or remain unpaid as of the time
          such allocation is being made).

          (7)  Any remaining Net Income shall be allocated to the Partners who
          hold Common Partnership Units in proportion to their respective
          Percentage Interests as holders of Common Partnership Units.

          (b)  Net Losses.  After giving effect to the special allocations set
               -----------                                                    
     forth in Section 2 hereof, Net Losses shall be allocated to the Partners as
     follows:

          (1)  To the Partners who hold Common Partnership Units in accordance
          with their respective Percentage Interests as holders of Common
          Partnership Units, except as otherwise provided in this Section 1(b).

          (2)  To the extent that an allocation of Net Loss under Section
          1(b)(1) would cause a Partner to have an Adjusted Capital Account
          Deficit at the end of such taxable year (or increase any existing
          Adjusted Capital Account Deficit of such Partner), such Net Loss shall
          instead be allocated to those Partners who hold Common Partnership
          Units, if any, for whom such allocation of Net Loss would not cause or
          increase an Adjusted Capital Account Deficit. Solely for purposes of
          this Section 1(b)(2), the Adjusted Capital Account Deficit, in the
          case of those Partners who also hold Preferred Partnership Units,
          shall be determined without regard to the amount credited to such
          Partners' Capital Accounts for the aggregate Liquidation Preference
          Amount attributable to such Preferred Partnership Units, and in the
          case of a Principal or a Principal-Controlled Partnership, shall be
          determined without regard to such Partner's deficit Capital Account
          restoration obligation under Section 8.7(b) of the Partnership
          Agreement. The Net Loss allocated under this Section 1(b)(2) shall be
          allocated among the Partners who may receive such allocation in
          proportion to their respective Percentage Interests in Common
          Partnership Units.

          (3)  Any remaining Net Loss shall be allocated to the holders of
          Preferred Partnership Units in accordance with their respective
          Percentage Interests as holders of Preferred Partnership Units to the
          extent that such allocation of Net Loss would not cause or increase an
          Adjusted Capital Account Deficit of such Partners.

          (4)  Any remaining Net Loss shall be allocated to the Principals and
          the Principal-Controlled Partnerships in accordance with their
          respective Percentage Interests in Common Partnership Units; provided
                                                                       --------
          that if, after the death of a Principal, the estate of such Principal
          ----
          or any Principal-Controlled Partnership with respect to such Principal
          elects pursuant to Section 8.7(c) of the Partnership Agreement to
          eliminate or reduce its deficit Capital Account restoration obligation
          under Section 8.7(b) of the Partnership Agreement, Net Losses shall
          not be allocated to such Partner to the extent that such allocation
          would cause such Partner to have an Adjusted Capital Account Deficit
          (or would increase any existing Adjusted

                                      F-3
<PAGE>
 
          Capital Account Deficit of such Partner) as of the end of such taxable
          year, and instead shall be allocated to those Principals and 
          Principal-Controlled Partnerships as to whom the foregoing limitation
          does not apply.

          (5)  Any remaining Net Loss shall be allocated to the General Partner.

     (c)  Definition of Liquidation Preference Amount.  For purposes of this
          -------------------------------------------
Exhibit F, the term "Liquidation Preference Amount" means, with respect to any
---------
Preferred Partnership Unit, the amount payable with respect to such Preferred
Partnership Unit (as established by the instrument designating such Preferred
Partnership Units) upon the voluntary or involuntary dissolution, liquidation or
winding up of the Partnership, as the case may be, other than accrued and unpaid
quarterly distributions in arrears.

Section 2.  Special Allocations.  Notwithstanding any provisions of paragraph 1
            -------------------                                              
of this Exhibit F, the following special allocations shall be made in the
        ---------                                                        
following order:

     (a)  Minimum Gain Chargeback (Nonrecourse Liabilities).  If there is a net
          -------------------------------------------------                    
decrease in Partnership Minimum Gain for any Partnership fiscal year (except as
a result of certain conversions or refinancings of Partnership indebtedness,
certain capital contributions, or certain revaluations of Property as further
outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner
shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to that Partner's share
of the net decrease in Partnership Minimum Gain.  The items to be so allocated
shall be determined in accordance with Regulation Section 1.704-2(f).  This
paragraph (a) is intended to comply with the minimum gain chargeback requirement
in said section of the Regulations and shall be interpreted consistently
therewith. Allocations pursuant to this paragraph (a) shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant hereto.

     (b)  Minimum Gain Attributable to Partner Nonrecourse Debt.  If there is a
          -----------------------------------------------------                
net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any
fiscal year (other than due to the conversion, refinancing or other change in
the debt instrument causing it to become partially or wholly nonrecourse,
certain capital contributions, or certain revaluations of Property as further
outlined in Regulation Section 1.704-2(i)(4)), each Partner shall be specially
allocated items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to that Partner's share of the net decrease
in the Minimum Gain Attributable to Partner Nonrecourse Debt.  The items to be
so allocated shall be determined in accordance with Regulation Sections 1.704-
2(i)(4) and (j)(2).  This paragraph (b) is intended to comply with the minimum
gain chargeback requirement with respect to Partner Nonrecourse Debt contained
in said sections of the Regulations and shall be interpreted consistently
therewith.  Allocations pursuant to this paragraph (b) shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant hereto.

     (c)  Qualified Income Offset.  In the event any Partner unexpectedly
          -----------------------                                        
receives any adjustments, allocations or distributions described in Regulation
Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Partner has an Adjusted
                          -  -    -       -                                   
Capital Account Deficit, items of Partnership income and 

                                      F-4
<PAGE>
 
gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate the Adjusted Capital Account Deficit as quickly as
possible. This paragraph (c) is intended to constitute a "qualified income
offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
                                                   -
consistently therewith.
                                                                 
     (d)  Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year or
          ----------------------                                                
other applicable period shall be allocated to the Partners in accordance with
their respective Percentage Interests in Common Partnership Units.

     (e)  Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any
          ------------------------------  
fiscal year or other applicable period shall be specially allocated to the
Partner that bears the economic risk of loss for the debt in respect of which
such Partner Nonrecourse Deductions are attributable (as determined under
Regulations Sections 1.704-2(b)(4) and (i)(1)).

     (f)  Curative Allocations.  The Regulatory Allocations (as hereinafter
          --------------------                                             
defined) shall be taken into account in allocating other items of income, gain,
loss, and deduction among the Partners so that, to the extent possible, the
cumulative net amount of allocations of Partnership items under Sections 1 and 2
of this Exhibit F shall be equal to the net amount that would have been
        ---------                                                      
allocated to each Partner if the Regulatory Allocations had not occurred.  This
paragraph (f) is intended to minimize, to the extent possible and to the extent
necessary, any economic distortions which may result from application of the
Regulatory Allocations and shall be interpreted in a manner consistent
therewith.  For purposes hereof, "Regulatory Allocations" shall mean all the
allocations provided under this Section 2 other than paragraphs (f), (g), (h),
(i), (j) and (k).

     (g)  Priority Allocation With Respect To Preferred Partnership Units.  All
          ---------------------------------------------------------------      
or a portion of the remaining items of Partnership gross income or gain for the
Partnership fiscal year, if any, shall be specially allocated to the holders of
the outstanding Series A Preferred Partnership Units and Series C Preferred
Partnership Units (the "Preferred Unit Holders") in an amount equal to the
excess, if any, of the cumulative distributions received by the Preferred Unit
Holders pursuant to Section 6.2(i) of the Partnership Agreement, as amended, for
the current Partnership fiscal year and all prior Partnership fiscal years
(other than any distributions that are treated as being in satisfaction of the
Liquidation Preference Amount for any Preferred Partnership Units) over the
cumulative allocations of Partnership gross income and gain to the Preferred
Unit Holders under this Section 2(g) for all prior Partnership fiscal years.
Such allocations shall be made in proportion to relative excess amounts
determined for each such holder.  Solely for purposes of making the required
allocation under this Section 2(g) in the fiscal year in which the Partnership
is liquidated, the amount of any accrued but unpaid distributions in arrears in
respect of the Preferred Partnership Units (determined in accordance with the
relevant provisions of Exhibit R and Exhibit S to the Partnership Agreement)
                       ---------     ---------                              
shall be treated as having been distributed to the Preferred Unit Holders
immediately prior to such liquidation under Section 6.2(i) hereof.

     (h)  Special Additional Priority Allocations With Respect to Series C
          ----------------------------------------------------------------
Preferred Partnership Units.  In addition to the priority allocations set forth
---------------------------                                                    
in paragraph (g), the following allocations shall be made only in the taxable
years as specified in this Section 2(h), and shall be made prior to making the
allocations in Section 2(g), and in the following priority:

                                      F-5
<PAGE>
 
          (A)  Items of Partnership gross income or gain for the Partnership
     fiscal year shall be specially allocated to the holder of the outstanding
     Series C Preferred Partnership Units until the cumulative allocations under
     this Section 2(h)(A) equal the difference between the aggregate Liquidation
     Preference Amounts with respect to such Units and the amount contributed to
     the Partnership with respect to such Units.

          (B)  If the Series C Preferred Partnership Units are redeemed pursuant
     to Section 5(a) or 5(b) or put pursuant to Section 6 of Exhibit S to this
                                                             ---------        
     Partnership Agreement, additional items of Partnership gross income or gain
     for the Partnership fiscal year shall be specially allocated to the holder
     of the redeemed Series C Preferred Partnership Units until such holder's
     Capital Account balance equals (i) if the Series C Preferred Partnership
     Units are redeemed pursuant to Section 5(b) or put pursuant to Section 6,
     the Liquidation Preference Amount, plus the amount of any accrued but
     unpaid quarterly distributions (the "Target Balance"), and (ii) if the
     Series C Preferred Partnership Units are redeemed pursuant to Section 5(a),
     the sum of (X) the Target Balance, plus (Y) if the AEW Warrant has not been
     exercised on or before the Expiration Date of the AEW Warrant (as defined
     therein), the Target Balance with respect to the Series C Preferred
     Partnership Units redeemed, multiplied by the following applicable
     percentage based on the time 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 C Preferred Partnership Units are redeemed pursuant
     to Section 5(c) of Exhibit S to this Partnership Agreement, additional
                        ---------                                          
     items of Partnership gross income or gain for the Partnership fiscal year
     shall be specially allocated to the holder of the redeemed Series C
     Preferred Partnership Units until such holder's Capital Account balance
     equals the sum of (i) the Target Balance, plus (ii) the Target Balance with
     respect to the Series C Preferred Partnership Units redeemed, multiplied by
     the following applicable percentage based on the time of redemption of such
     Units:



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

                                      F-6
<PAGE>
 
          2002                                           6%

          (D)  The priority allocations provided by this paragraph (h) shall
     only be made with respect to: (i) any fiscal year, or portion thereof, in
     which a Redemption Date or Exchange Date falls (as defined in Exhibit S to
                                                                   ---------
     this Partnership Agreement); (ii) solely with respect to the allocation
     provided by paragraph (h)(A) above, the fiscal year in which the
     partnership interest of a holder of Series C Preferred Partnership Units is
     "liquidated" within the meaning of Regulations Section 1.704-
     1(b)(2)(ii)(g); and (iii) any fiscal year immediately prior to any of the
     fiscal years referenced in clauses (i) and (ii) to the extent that the
     Exchange Date, the Redemption Date or liquidating distributions occur on or
     before the due date (not including extensions) for filing the Partnership's
     federal income tax return for such prior fiscal year.

     (i)  Special Additional Priority Allocation of Gross Income With Respect to
          ----------------------------------------------------------------------
Series D Preferred Partnership Units.  Prior to making the priority allocation
------------------------------------                                          
in Section 2(g) hereof, in the event that the Series D Preferred Partnership
Units are redeemed under Sections 5(a) or 6(f) of Exhibit T, the holder shall be
                                                  ---------                     
allocated items of Partnership gross income and gain for the Partnership fiscal
year in which such redemption or exchange occurs until the holder's Capital
Account balance equals the sum of the Liquidation Preference Amount of such
Units plus the amount of any accrued but unpaid quarterly distributions with
respect to such Units as of the date of such redemption or exchange.

     (j)  Priority Rule if More Than One Class of Preferred Partnership Units is
          ----------------------------------------------------------------------
Redeemed in a Fiscal Year.  In the event that units of more than one class of
-------------------------                                                    
Preferred Partnership Units are redeemed in a fiscal year, and there is
insufficient Partnership gross income and gain for such fiscal year (or portion
thereof) to make all of the required gross income allocations provided in
Sections 2(h) and (i) hereof, then the available gross income and gain shall be
allocated pari passu to the holders of each such class of Units in proportion to
the amounts of gross income and gain they would otherwise have been allocated
under such Sections.

     (k)  Allocation of Nonrecourse Liabilities.  The "excess nonrecourse
          -------------------------------------                          
liabilities" of the Partnership (as defined in Regulations Section 1.752-
3(a)(3)) shall be allocated among the Partners in proportion to their respective
interests in Common Partnership Units.



Section 3.    Tax Allocations.
              ----------------

     (a)  Generally.  Subject to paragraphs (b) and (c) hereof, items of income,
          ---------                                                             
gain, loss, deduction and credit to be allocated for income tax purposes
(collectively, "Tax Items") shall be allocated among the Partners on the same
basis as their respective book items.

                                      F-7
<PAGE>
 
     (b)  Sections 1245/1250 Recapture.  If any portion of gain from the sale of
          ----------------------------                                          
property is treated as gain which is ordinary income by virtue of the
application of Code Sections 1245 or 1250 ("Affected Gain"), then (A) such
Affected Gain shall be allocated among the Partners in the same proportion that
the depreciation and amortization deductions giving rise to the Affected Gain
were allocated and (B) other Tax Items of gain of the same character that would
have been recognized, but for the application of Code Sections 1245 and/or 1250,
shall be allocated away from those Partners who are allocated Affected Gain
pursuant to Clause (A) so that, to the extent possible, the other Partners are
allocated the same amount, and type, of capital gain that would have been
allocated to them had Code Sections 1245 and/or 1250 not applied.  For purposes
hereof, in order to determine the proportionate allocations of depreciation and
amortization deductions for each fiscal year or other applicable period, such
deductions shall be deemed allocated on the same basis as Net Income and Net
Loss for such respective period.

     (c)  Allocations Respecting Section 704(c) and Revaluations. 
          ------------------------------------------------------  
Notwithstanding paragraph (b) hereof, Tax Items with respect to Property that is
subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f)
                                                                           - 
(collectively "Section 704(c) Tax Items") shall be allocated in accordance with
said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may
be.  Specifically, the allocation of all Section 704(c) Tax Items shall be made
in accordance with the "traditional method" set forth in Regulation Section
1.704-3(b)(1) and thus shall be subject to the ceiling rule stated in said
section of the Regulations.

     (d)  Return of Capital Determination.  For purposes of computing the return
          -------------------------------                                       
on the capital of the holder of Series C Preferred Partnership Units, the
capital of a holder of the Series C Preferred Partnership Units attributable to
each such Unit shall be treated as returned (x) when the Unit is redeemed by the
Partnership or (y) to the extent that the Partnership has distributed with
respect to such Unit an amount that exceeds the cumulative quarterly
distributions accrued thereon, plus the difference between $25 and the amount
contributed to the Partnership with respect to such Unit. Such return of capital
determination is solely for the internal tax accounting purposes of the holders
of the Series C Preferred Partnership Units and shall not in any way affect the
distributions to the Partners under this Partnership Agreement or the
allocations of Net Income, Net Loss and other items under this Exhibit F.
                                                               --------- 

                                      F-8
<PAGE>
 
                                   EXHIBIT T
                                   ---------


                               WEEKS REALTY, L.P.

    DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS
                                OR RESTRICTIONS

     The following are the terms of the Series D Preferred Partnership Units
established pursuant to this Amendment:

     8.   NUMBER.  The maximum number of authorized units of the Series D
Preferred Partnership Units shall be 2,600,000.

     9.   RELATIVE SENIORITY.  In respect of rights to receive distributions (as
provided in Section 3 below), the Series D Preferred Partnership Units shall
rank (a) senior to any class or series of Partnership Units of the Partnership
ranking, as to the payment of distributions, junior to the Series D Preferred
Partnership Units (collectively, "Junior Partnership Units"), and (b) on a
parity with any class or series of Partnership Units of the Partnership if the
holders of such class or series of Partnership Units and the Series D Preferred
Partnership Units shall be entitled to the receipt of distributions and of
amounts distributable upon liquidation, dissolution or winding up (taking into
account the effects of allocations of Net Income, Net Losses and other items) in
proportion to their respective amounts of accrued and unpaid distributions per
unit or liquidation preferences, without preference or priority one over the
other, whether or not the distribution rates, distribution payment dates,
liquidation preferences or redemption prices per unit thereof are different from
those of the Series D Preferred Partnership Units (collectively, "Parity
Partnership Units").  The Series A Preferred Partnership Units, the Series C
Preferred Partnership Units and the Series D Preferred Partnership Units are
Parity Partnership Units with each other, and all Common Partnership Units shall
rank junior to Preferred Partnership Units as to rights to receive distributions
and rights upon liquidation, dissolution or winding up of the Partnership.  Upon
liquidation, dissolution or winding up of the Partnership, the holders of the
Series A Preferred Partnership Units, Series C Preferred Partnership Units and
Series D Preferred Partnership Units shall be entitled to such distributions as
are provided in Section 8.2 of this Partnership Agreement, taking into account
the required allocations of Net Income, Net Losses and other items to the
Partners as provided in Exhibit F to this Partnership Agreement.  Nothing
                        ---------                                        
contained in Exhibit F or Exhibit T to this Partnership Agreement shall prohibit
             ---------    ---------                                             
the Partnership from issuing additional Partnership Units which are Parity
Partnership Units with the Series D Preferred Partnership Units.

     10.  QUARTERLY DISTRIBUTIONS.

          (a) The holder of the then outstanding Series D Preferred Partnership
     Units shall be entitled to receive, when, as and if declared by the General
     Partner out of funds legally available therefor, cumulative distributions
     at the rate of $2.15625 per unit per year, payable 

                                      T-1
<PAGE>
 
     in equal amounts of $.5390625 per unit (plus the amount of any accrued but
     unpaid distributions from prior periods) quarterly in cash on the last day
     of each January, April, July and October or, if not a Business Day (as
     hereinafter defined), the next succeeding Business Day, except that if such
     Business Day falls in the next calendar year, such payment will be made on
     the immediately preceding Business Day, in each case with the same force
     and effect as if made on such date. Quarterly distributions shall begin to
     accrue and shall be fully cumulative from the first date on which the
     pertinent units of the Series D Preferred Partnership Units are issued and
     sold and shall first be payable on January 31, 1999 (each such payment date
     being hereafter called a "Quarterly Distribution Date" and each period
     ending on a Quarterly Distribution Date being hereinafter called a
     "Quarterly Distribution Period"). Quarterly distributions shall be payable
     to the holder of record as it appears in the records of the Partnership at
     the close of business on the applicable record date (the "Record Date"),
     which shall be the 15th day of the calendar month in which the applicable
     Quarterly Distribution Date falls on (or the preceding month if the
     Quarterly Distribution Date has been moved because the last day of January,
     April, July or October is not a Business Day) or such other date designated
     by the General Partner for the payment of quarterly distributions that is
     not more than 50 nor less than 10 days prior to such Quarterly Distribution
     Date. The amount of any quarterly distribution payable for any Quarterly
     Distribution Period shorter than a full Quarterly Distribution Period shall
     be prorated and computed on the basis of the actual number of days in such
     period on the basis of a 360-day year of twelve 30-day months. Quarterly
     distributions paid on the Series D Preferred Partnership Units in an amount
     less than the total amount of such quarterly distributions at the time
     accrued and payable on such units shall be allocated pro rata on a per unit
     basis among all such units at the time outstanding.

               "Business Day" shall mean any day, other than a Saturday or
     Sunday, that is neither a legal holiday nor a day on which banking
     institutions in New York, New York or Atlanta, Georgia are authorized or
     required by law, regulation or executive order to close.

          (b)  The amount of any quarterly distributions accrued on any Series D
     Preferred Partnership Units at any Quarterly Distribution Date shall be the
     amount of any unpaid quarterly distributions accumulated thereon, to and
     including such Quarterly Distribution Date, whether or not earned or
     declared.  The amount of quarterly distributions accrued on any Series D
     Preferred Partnership Units at any date other than a Quarterly Distribution
     Date shall be equal to the sum of the amount of any unpaid quarterly
     distributions accumulated thereon, to and including the last preceding
     Quarterly Distribution Date, whether or not earned or declared, plus an
     amount calculated on the basis of the quarterly distribution rate of
     $.5390625 per unit for the period after such last preceding Quarterly
     Distribution Date to and including the date as of which the calculation is
     made based on the actual number of days in such period on the basis of a
     360-day year of twelve 30-day months.

          (c)  Except as provided herein, the Series D Preferred Partnership
     Units will not be entitled to any quarterly distributions in excess of full
     cumulative quarterly distributions as described above and shall not be
     entitled to participate in the earnings or assets of the 

                                      T-2
<PAGE>
 
     Partnership, and no interest, or sum of money in lieu of interest, shall be
     payable in respect of any quarterly distribution payment or payments on the
     Series D Preferred Partnership Units which may be in arrears, except as
     otherwise provided herein.

          (d)  Any quarterly distribution payment made on the Series D Preferred
     Partnership Units shall first be credited against the earliest accrued but
     unpaid distribution due with respect to such units which remains payable.

          (e)  No quarterly distributions on the Series D Preferred Partnership
     Units shall be authorized by the General Partner or be paid or set apart
     for payment by the Partnership at such time as the terms and provisions of
     any agreement of the Partnership, including any agreement relating to its
     indebtedness, prohibit such authorization, payment or setting apart for
     payment or provide that such authorization, payment or setting apart for
     payment would constitute a breach thereof or a default thereunder, or if
     such authorization or payment shall be restricted or prohibited by law.
     Notwithstanding the foregoing, quarterly distributions on the Series D
     Preferred Partnership Units will accrue whether or not the Partnership has
     earnings, whether or not there are funds legally available for the payment
     of such quarterly distributions and whether or not such quarterly
     distributions are authorized.

          (f)  So long as any Series D Preferred Partnership Units remain
     outstanding, no distributions, except as described in the immediately
     following sentence, shall be declared or paid or set apart for payment on
     any class or series of Parity Partnership Units for any period unless full
     cumulative quarterly distributions have been or contemporaneously are
     declared and paid or declared and a sum sufficient for the payment thereof
     set apart for such payment on the Series D Preferred Partnership Units for
     all Quarterly Distribution Periods terminating on or prior to the
     distribution payment date for such class or series of Parity Partnership
     Units. When quarterly distributions are not paid in full or a sum
     sufficient for such payment is not set apart, as aforesaid, all
     distributions declared upon Series D Preferred Partnership Units and all
     distributions declared upon any other class or series of Parity Partnership
     Units shall be declared ratably in proportion to the respective amounts of
     distributions accumulated and unpaid on the Series D Preferred Partnership
     Units and accumulated and unpaid on such Parity Partnership Units.

          (g)  So long as any Series D Preferred Partnership Units remain
     outstanding, no distributions (other than distributions paid solely in
     units of, or options, warrants or rights to subscribe for or purchase,
     Junior Units) shall be declared or paid or set apart for payment or other
     distribution declared or made upon Junior Units, nor shall any Junior Units
     be redeemed, purchased or otherwise acquired (other than a redemption,
     purchase or other acquisition of Common Units made for purposes of any
     employee incentive or benefit plan of the Partnership or any subsidiary)
     for any consideration (or any monies be paid to or made available for a
     sinking fund for the redemption of any such units) by the Partnership,
     directly or indirectly (except by conversion into or exchange for Junior
     Units), unless in each case the full cumulative quarterly distributions on
     all outstanding Series D Preferred Partnership Units shall have been or
     contemporaneously are declared and paid or declared and set apart 

                                      T-3
<PAGE>
 
     for payment for all past Quarterly Distribution Periods with respect to the
     Series D Preferred Partnership Units.

     11.  LIQUIDATION RIGHTS.

          (a)  Upon the voluntary or involuntary liquidation, dissolution or
     winding up of the Partnership, the holder of the Series D Preferred
     Partnership Units then outstanding shall be entitled to receive and to be
     paid out of the assets of the Partnership available for distribution to its
     Partners, before any payment or distribution shall be made on any Junior
     Units, the amount of $25.00 per unit, plus accrued and unpaid quarterly
     distributions thereon; provided, however, that in no event shall such
     amount exceed such holder's Capital Account balance on the date of such
     distribution.

          (b)  Neither a consolidation nor a merger of any other entity into or
     with the Partnership or Weeks, nor a statutory share exchange by Weeks
     shall be deemed to be a dissolution, liquidation or winding up, voluntary
     or involuntary, for the purposes hereof.  A sale, transfer or conveyance of
     all or substantially all of the property or business of the Partnership
     shall be deemed to be a dissolution, liquidation or winding up for the
     purposes hereof.

     12.  REDEMPTION.

          (a)  OPTIONAL REDEMPTION.  On and after November 12, 2003, the
     Partnership may, at its option, redeem at any time all, but not part, of
     the Series D Preferred Partnership Units at a price per unit equal to the
     Redemption Price.  For purposes of this Section 5(a), the "Redemption
     Price" shall equal the portion of the Capital Account balance of the holder
     of such Units attributable to such Units, as determined after taking into
     account all contributions and distributions through and including the date
     fixed for redemption (the "Redemption Date"), as well as all allocations of
     Net Income, Net Losses and other items to such holder with respect to the
     portion of the fiscal year ending on the Redemption Date. The Redemption
     Price shall be paid to the holder of the Series D Preferred Partnership
     Units in cash.

          (b)  PROCEDURES OF REDEMPTION.

               (1)  Notice of redemption will be mailed by the Partnership to
          the holder of the Series D Preferred Partnership Units to be redeemed
          not less than 30 days nor more than 60 days prior to the Redemption
          Date at the address set forth in the Partnership's records. Any notice
          mailed in the manner provided herein shall be conclusively presumed to
          have been given on the date mailed whether or not the holder received
          the notice. In addition to any information required by law, such
          notice shall state: (a) the Redemption Date; (b) the Redemption Price;
          and (c) that distributions on the units to be redeemed will cease to
          accumulate on the Redemption Date.

                                      T-4
<PAGE>
 
               (2)  If notice has been mailed in accordance with subparagraph
          (1) above and provided that on or before the Redemption Date specified
          in such notice all funds necessary for such redemption shall have been
          irrevocably set aside by the Partnership, separate and apart from its
          other funds in trust for the benefit of the holder of the Series D
          Preferred Partnership Units so called for redemption, so as to be, and
          to continue to be available therefor, then, from and after the
          Redemption Date, distributions on the Series D Preferred Partnership
          Units so called for redemption shall cease to accumulate, and said
          units shall no longer be deemed to be outstanding and shall not have
          the status of Series D Preferred Partnership Units and all rights of
          the holder thereof as a partner of the Partnership (except the right
          to receive the Redemption Price) shall cease. Upon surrender, in
          accordance with such notice, of the Series D Preferred Partnership
          Units so redeemed, such Series D Preferred Partnership Units shall be
          redeemed by the Partnership at the Redemption Price.

               (3)  Any funds deposited with a bank or trust company for the
          purpose of redeeming Series D Preferred Partnership Units shall be
          irrevocably deposited except that:

                    (i)  the Partnership shall be entitled to receive from such
               bank or trust company the interest or other earnings, if any,
               earned on any money so deposited in trust, and the holder of any
               Series D Preferred Partnership Units redeemed shall have no claim
               to such interest or other earnings; and
 
                    (ii) any balance of monies so deposited by the Partnership
               and unclaimed by the holder of the Series D Preferred Partnership
               Units entitled thereto at the expiration of two years from the
               applicable Redemption Date shall be repaid, together with any
               interest or other earnings earned thereon, to the Partnership,
               and after any such repayment, the holder of the units entitled to
               the funds so repaid to the Partnership shall look only to the
               Partnership for payment without interest or other earnings.

               (4)  Except as otherwise provided herein, unless full accumulated
          distributions on all Series D Preferred Partnership Units and any
          other class or series of Parity Partnership Units shall have been or
          contemporaneously are declared and paid or declared and a sum
          sufficient for the payment thereof set apart for payment for all past
          Quarterly Distribution Periods and the then current Quarterly
          Distribution Period, no Series D Preferred Partnership Units or Parity
          Partnership Units shall be redeemed or purchased or otherwise acquired
          directly or indirectly.

               (5)  If the Redemption Date is after a Record Date and before the
          related Quarterly Distribution Date, the distribution payable on such
          Quarterly Distribution Date shall be paid on the Redemption Date to
          the holder in whose name the Series 

                                      T-5
<PAGE>
 
          D Preferred Partnership Units to be redeemed are registered at the
          close of business on such Record Date notwithstanding the redemption
          thereof between such Record Date and the related Quarterly
          Distribution Date.

     13.  EXCHANGE RIGHTS.

          (a)  OPTIONAL EXCHANGE AFTER NOVEMBER 12, 2008. On and after November
     12, 2008, the holder of the Series D Preferred Partnership Units shall have
     the right, at its option, to exchange (the "Exchange Right") at any time
     all, but not part, of the Series D Preferred Partnership Units at the rate
     (the "Share Exchange Rate") of one Series D Preferred Partnership Unit for
     one share of Series D Preferred Stock, subject to certain adjustments
     below.

          (b)  OPTIONAL EXCHANGE FOLLOWING CERTAIN EVENTS.   At any time (i)
     after full distributions have not have been timely made on the Series D
     Preferred Partnership Units with respect to six prior Quarterly
     Distribution Periods, whether or not consecutive (provided that a
     distribution in respect of the Series D Preferred Partnership Units shall
     be considered timely made if made within two Business Days after the
     applicable Quarterly Distribution Date if at the time of such late payment
     there shall not be any prior Quarterly Distribution Periods in respect of
     which full distributions were not timely made), (ii) upon receipt by the
     holder of the Series D Preferred Partnership Units of (A) notice from the
     General Partner that the General Partner has taken the position that the
     Partnership is, or upon the consummation of an identified event in the
     immediate future will be, a "Publicly Traded Partnership" within the
     meaning of Section 7704 of the Code (a "PTP"), and (B) an opinion rendered
     by independent legal counsel familiar with such matters addressed to the
     holder of the Series D Preferred Partnership Units, that the Partnership is
     or likely is, or upon the occurrence of a defined event in the immediate
     future will be or likely will be, a PTP, or (iii) prior to November 12,
     2008, if the Partnership shall effect or consummate a consolidation with or
     a merger of the Partnership with or into another entity, and the surviving
     entity is not taxed as a partnership for federal income tax purposes, the
     holder of the Series D Preferred Partnership Units shall have the right, at
     its option, to exercise its Exchange Right at any time for all, but not
     part, of the Series D Preferred Partnership Units at the Share Exchange
     Rate, subject to certain adjustments below.

          (c)  OPTIONAL EXCHANGE AFTER NOVEMBER 12, 2001 AND PRIOR TO NOVEMBER
     12, 2008.  If on and after November 12, 2001 and prior to November 12,
     2008, the holder of the Series D Preferred Partnership Units shall deliver
     to the General Partner either (A) a private ruling letter addressed to the
     holder of the Series D Preferred Partnership Units or (B) an opinion of
     independent legal counsel based on the enactment of temporary or final
     Treasury Regulations or the publication of a Revenue Ruling, in either case
     to the effect that the ability to exchange the Series D Preferred
     Partnership Units would not cause the Series D Preferred Partnership Units
     to be considered "stocks and securities" within the meaning of Section
     351(e) of the Code for purposes of determining whether the holder of the
     Series D Preferred Partnership Units is an "investment company" under
     Section 721(b) of 

                                      T-6
<PAGE>
 
     the Code if an exchange is permitted at such earlier date, the holder of
     the Series D Preferred Partnership Units shall have the right, at its
     option exercisable at any time after such private letter ruling or legal
     opinion has been delivered, to exercise its Exchange Right for all, but not
     part, of the Series D Preferred Partnership Units at the Share Exchange
     Rate, subject to certain adjustments below.

          (d)  OPTIONAL EXCHANGE FOLLOWING OWNERSHIP OF EXCESS PARTNERSHIP
     INTEREST.  If the holder of the Series D Preferred Partnership Units
     determines, in the reasonable judgment of such holder, that based on
     results or projected results there exists an imminent and substantial risk
     that such holder's interest in the Partnership represents or will represent
     more than 19.5% of the total profits or capital interests in the
     Partnership for a taxable year, determined in accordance with Treasury
     Regulations Section 1.731-2(e)(4) (the "19.5% Limit"), the holder of the
     Series D Preferred Partnership Units shall have the right, at its option,
     to exercise its Exchange Right for such number of the Series D Preferred
     Partnership Units which are in excess of the 19.5% Limit, at the Share
     Exchange Rate,  subject to certain adjustments below.

          (e)  PROCEDURES OF EXCHANGE RIGHT.

               (1)  The Exchange Right shall terminate at the close of business
          on (i) the Redemption Date set pursuant to Section 5 hereof, or (ii)
          if the Partnership shall so elect and state in the notice of
          redemption, the date on which the Partnership irrevocably deposits
          with a designated bank or trust company money sufficient to pay, on
          the Redemption Date, the Redemption Price (as defined in Section 6(f)
          below) unless the Partnership shall default in making payment of the
          amount payable upon such redemption.

               (2)  In order to exercise the Exchange Right, the holder of the
          Series D Preferred Partnership Units shall mail notice of the exercise
          of such right to the Partnership not less than 30 days nor more than
          60 days prior to the Exchange Date and shall surrender to the
          Partnership the units to be exchanged on the Exchange Date.  If the
          Exchange Date is after a Record Date and before the related Quarterly
          Distribution Date, the distribution payable on such Quarterly
          Distribution Date shall be paid on the Exchange Date to the holder in
          whose name the Series D Preferred Partnership Units to be exchanged
          are registered at the close of business on such Record Date
          notwithstanding the exchange thereof between such Record Date and the
          related Quarterly Distribution Date.

               (3)  The Share Exchange Rate shall be adjusted from time to time
          as follows:

                    (i)  In case Weeks shall (A) pay an extraordinary dividend
               or make an extraordinary distribution on its Series D Preferred
               Stock in shares of its Series D Preferred Stock, (B) subdivide or
               split its

                                      T-7
<PAGE>
 
               outstanding Series D Preferred Stock into a greater number of
               shares, (C) combine its outstanding Series D Preferred Stock into
               a smaller number of shares or (D) issue any shares of capital
               stock by reclassification of its Series D Preferred Stock, the
               Share Exchange Rate in effect immediately prior thereto shall be
               adjusted so that the holder of any Series D Preferred Partnership
               Units thereafter surrendered for exchange shall be entitled to
               receive the number of shares of Series D Preferred Stock which
               such holder would have owned or have been entitled to receive
               after the occurrence of any of the events described above had
               such units been surrendered for exchange immediately prior to the
               occurrence of such event or the record date therefor, whichever
               is earlier. An adjustment made pursuant to this clause (i) shall
               become effective immediately after the close of business on the
               record date for determination of shareholders entitled to receive
               such extraordinary dividend or extraordinary distribution in the
               case of an extraordinary dividend or extraordinary distribution
               (except as provided in subparagraph (6) below) and shall become
               effective immediately after the close of business on the
               effective date in the case of a subdivision, split, combination
               or reclassification.

                    (ii) No adjustment in the Share Exchange Rate shall be
               required unless such adjustment would require an increase or
               decrease of at least 1%; provided, however, that any adjustments
                                        --------  -------         
               which by reason of this subparagraph (ii) are not required to be
               made shall be carried forward and taken into account in any
               subsequent adjustment. All calculations under this subparagraph
               (3) shall be made to the nearest 1/100th of a share (with .005 of
               a share being rounded upward).

               (4)  In any case in which subparagraph (3) above provides that
          an adjustment shall become effective immediately after a record date
          for an event and the date fixed for exchange occurs after such record
          date but before the occurrence of such event, the Partnership may
          defer until the actual occurrence of such event (i) issuing to the
          holder of the Series D Preferred Partnership Units surrendered for
          exchange the additional shares of Series D Preferred Stock issuable
          upon such exchange by reason of the adjustment required by such event
          over and above the Series D Preferred Stock issuable upon such
          exchange before giving effect to such adjustment and (ii) paying to
          such holder any amount in cash in lieu of any fraction pursuant to
          Section 12.

               (5)  There shall be no adjustment of the Share Exchange Rate in
          case of the issuance of any stock of Weeks in a reorganization,
          acquisition, stock sale or other similar transaction except as
          specifically set forth in Section 11.  If any action or transaction
          would require adjustment of the Share Exchange Rate pursuant to more
          than one provision, only one adjustment shall be made and such
          adjustment shall be the amount of adjustment which has the highest
          absolute value.
 
                                      T-8
<PAGE>
 
               (6)  Subject to the provisions of Section 12(a), Weeks shall not
          take any action which results in adjustment of the number of shares of
          Series D Preferred Stock issuable upon exchange of Series D  Preferred
          Partnership Units if the total number of shares of Series D Preferred
          Stock issuable after such action upon exchange of the Series D
          Preferred Partnership Units then outstanding, together with the total
          number of shares of Series D Preferred Stock then outstanding, would
          exceed the total number of shares of Series D Preferred Stock then
          authorized under the Articles of Incorporation.  Subject to the
          foregoing, Weeks shall take all such actions as it may deem reasonable
          under the circumstances to provide for the issuance of such number of
          shares of Series D Preferred Stock as would be necessary to allow for
          the exchange from time to time, and taking into account adjustments as
          herein provided, of the outstanding Series D Preferred Partnership
          Units in accordance with the terms and provisions of the Articles of
          Incorporation.

          (f)  REDEMPTION RIGHT OF PARTNERSHIP.  Notwithstanding anything to the
     contrary contained in Sections 6(a), (b), (c) or (d), the Partnership may,
     at its option, after receipt of notice from the holder of the Series D
     Preferred Partnership Units that it has exercised its Exchange Right,
     redeem all, but not part (or, in the case of Section 6(d), such number of
     Units that are in excess of the 19.5% Limit), of the Series D Preferred
     Partnership Units at a price per unit equal to the Redemption Price.  In
     such event, the Redemption Price shall be paid to the holder of the Series
     D Preferred Partnership Units in cash on the Exchange Date.  For purposes
     of this Section 6(f), the "Redemption Price" shall equal the portion of the
     Capital Account balance of the holder of such Units attributable to such
     Units, as determined after taking into account all contributions and
     distributions through and including the date fixed for redemption, as well
     as all allocations of Net Income, Net Losses and other items to such holder
     with respect to the portion of the fiscal year ending on the date of such
     redemption.

     14.  VOTING RIGHTS. Except as required by law, the holder of the Series D
Preferred Partnership Units shall not be entitled to vote at any meeting of the
Partners or for any other purpose or otherwise to participate in any action
taken by the Partnership or the Partners, or to receive notice of any meeting of
the Partners; provided, however that so long as the Series D Preferred
Partnership Units remain outstanding, the Partnership will not, without the
affirmative vote or consent of the holder of the Series D Preferred Partnership
Units, (i) authorize or create a class or series of Partnership Units ranking
prior to the Series D Preferred Partnership Units, as to the payment of
distributions or as to the distribution of assets upon liquidation, dissolution
or winding up (taking into account the effects of allocations of Net Income, Net
Losses and other items), (ii) amend, alter or repeal the provisions of the
Partnership Agreement so as to materially and adversely affect any right,
preference, privilege or voting power of the Series D Preferred Partnership
Units (provided that the amendment of the provisions of the Partnership
Agreement so as to authorize or create or to increase the authorized amount of
any class of Units that are not senior in any respect to the Series D Preferred
Partnership Units, or any Parity Partnership Units, shall not be deemed to
adversely affect the rights, preferences, privileges or voting power of the
Series D Preferred 

                                      T-9
<PAGE>
 
Partnership Units); or (iii) except for a consolidation or merger set forth in
Section 6(b)(iii) hereof, effect or consummate a consolidation with or a merger
of the Partnership with or into another entity, unless each Series D Preferred
Partnership Unit (x) shall remain outstanding without a material and adverse
change to its terms and rights or (y) shall be converted into or exchanged for
preferred units of the surviving entity having preferences, voting powers,
restrictions, limitations as to distributions, qualifications and terms or
conditions of redemption thereof identical to that of a Series D Preferred
Partnership Unit (except for changes that do not materially and adversely affect
the holder of Series D Preferred Partnership Units). The foregoing voting
provisions will not apply if, at or prior to the time when the act with respect
to which such vote would otherwise be required shall be effected, all
outstanding Series D Preferred Partnership Units shall have been redeemed or
called for redemption pursuant to Section 5 hereof and sufficient funds shall
have been deposited in trust to effect such redemption.

     15.  CONVERSION.   Except as otherwise set forth herein, the Series D
Preferred Partnership Units are not convertible into or exchangeable for any
other property or securities of the Partnership.

     16.  NO MATURITY.  The Series D Preferred Partnership Units shall have no
stated maturity and will not be subject to any sinking fund or mandatory
redemption provisions.

     17.  RESTRICTIONS ON TRANSFER.  The Series D Preferred Partnership Units
may only be transferred in whole and not in part.  The Series D Preferred
Partnership Units are subject to the transfer restrictions set forth in Article
IX of the Partnership Agreement; provided, however, that if the holder of the
Series D Preferred Partnership Units determines, in the reasonable judgment of
such holder, that based on results or projected results, there exists an
imminent and substantial risk that such holder's interest in the Partnership
represents or will represent more than the 19.5% Limit, then such holder shall
be permitted to transfer its Series D Preferred Partnership Units without the
prior consent of the General Partner.  For this purpose, no Restricted Period
shall apply with respect to the Series D Preferred Partnership Units, and the
"Rights" applicable shall be the Exchange Right and the other provisions of
Section 6 hereof.

     18.  PROVISIONS IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.  In
case of any consolidation of Weeks with, or merger of Weeks into, any other
Person, any merger or consolidation of another Person into Weeks (other than a
merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Series D Preferred Stock), any acquisition
of the outstanding Common Stock by share exchange, or any sale or transfer of
all or substantially all of the assets of Weeks, the Person formed by such
consolidation or resulting from such merger or that acquires the outstanding
Common Stock or such assets of Weeks as the case may be, shall execute and
deliver to the holder of Series D Preferred Partnership Units an agreement
providing that such holder shall have the rights provided herein, during the
period such rights shall be exercisable (which shall be at least as long as the
period for which such rights can be exercised pursuant to the terms hereof), to
exercise such rights for the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, share exchange, sale or
transfer by a holder of the number of shares of Series D Preferred Stock for
which such rights 

                                     T-10
<PAGE>
 
might have been exercised immediately prior to such consolidation, merger, share
exchange, sale or transfer, assuming both that (a) such holder is not a Person
with which Weeks consolidated or into which Weeks merged or that merged into
Weeks, or that acquired the outstanding Common Stock by share exchange, or to
which such sale or transfer was made, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person, and that (b) such holder does
not exercise his right of election, if any, as to the kind or amount of
securities, cash or other property receivable upon such consolidation, merger,
share exchange, sale or transfer (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
share exchange, sale or transfer is not the same for each share of capital stock
in respect of which such right of election, if any, is not exercised ("non-
electing Share"), then for the purpose of this Section 11, the kind and amount
of securities, cash and other property receivable upon such consolidation,
merger, share exchange, sale or transfer by each non-electing Share shall be
deemed to be the kind and amount so receivable per non-electing Share by a
plurality of the non-electing Shares). Such agreement shall provide for
adjustments that, for events subsequent to the effective date of such agreement,
shall be as nearly equivalent as may be practicable to the adjustments provided
for herein.

     19.  GENERAL.

          (a)  All shares of Series D Preferred Stock delivered upon exchange of
     the Series D Preferred Partnership Units will upon delivery be duly and
     validly issued and fully paid and nonassessable.  Weeks covenants that it
     will at all times reserve and keep available, free from preemptive rights,
     out of the aggregate of its authorized but unissued shares of Series D
     Preferred Stock for the purpose of effecting the exchange of the Series D
     Preferred Partnership Units, the full number of shares of Series D
     Preferred Stock deliverable upon the exchange of all outstanding shares of
     Series D Preferred Partnership Units.

          (b)  In connection with the exchange of any Series D Preferred
     Partnership Units, fractions of such units may be converted; however, no
     fractional shares or scrip representing fractions of shares of Series D
     Preferred Stock shall be issued upon exchange of the Series D Preferred
     Partnership Units.  Instead of any fractional interest in a share of Series
     D Preferred Stock which would otherwise be deliverable upon the exchange or
     redemption of a share of  Series D Preferred Partnership Units (or fraction
     thereof), the Partnership shall pay to the holder of such unit an amount in
     cash (computed to the nearest cent) equal to $25.00 multiplied by the
     fraction of a share of Series D Preferred Stock represented by such
     fractional interest

          (c)  Neither the General Partner nor the Partnership shall have any
     obligation or authority to exchange any Series D Preferred Partnership
     Units to the extent that issuance of shares of Series D Preferred Stock
     would result (i) in the violation of the General Ownership Limit (as such
     term is defined in the Articles of Incorporation), (ii) would cause Weeks
     to fail the stock ownership test of Section 856(a)(6) of the Code, or (iii)
     would otherwise cause Weeks to fail to qualify as a REIT; provided that in
     any such case, the General Partner or the Partnership shall purchase for
     cash those Series D Preferred Partnership Units which may not be exchanged
     with shares of Series D Preferred Stock. 

                                     T-11
<PAGE>
 
     Each holder shall provide to the General Partner such information as the
     General Partner may request regarding such holder's actual and constructive
     ownership of Common Stock and Preferred Stock (and of individuals, and
     entities related to such holder) in order for the General Partner to
     determine, in its sole discretion, whether an exchange of the Series D
     Preferred Partnership Units for shares of Series D Preferred Stock would
     result in a violation of such restrictions.

          (d)  To the extent the Partnership issues shares of Series D Preferred
     Stock, it shall obtain the necessary shares of Series D Preferred Stock in
     exchange for the issuance of additional Partnership Interests to the
     General Partner, Weeks LP Holdings, or any combination thereof, as
     determined by the General Partner in its sole discretion, and the General
     Partner and/or Weeks LP Holdings may obtain the necessary shares of Series
     D Preferred Stock from Weeks.

          (e)  Notwithstanding anything herein to the contrary, the General
     Partner, Weeks LP Holdings or any combination thereof (an "Assumer" or,
     collectively, the "Assumers") may, in the sole and absolute discretion of
     the General Partner, assume directly and satisfy the exercise of a
     redemption or exchange right by paying the holder of Series D Preferred
     Partnership Units the Redemption Price or Exchange Price, as applicable.
     In such event, the Assumers shall acquire the Series D Preferred
     Partnership Units and shall be treated for all purposes as the owner of
     such Series D Preferred Partnership Units, which shall be held by the
     Assumers in their respective existing capacities as General Partner or
     Limited Partner, as the case may be.  In the event the General Partner
     shall exercise the Assumers' right to satisfy a redemption or exchange
     right in the manner described in this paragraph, the Partnership shall have
     no obligation to pay any amount to such holder with respect to such
     holder's exercise of such right; provided, however, that the Partnership
     shall remain liable to the holder to the extent that any such holder's
     right is not fully satisfied; and each of the holder, the Partnership, and
     the Assumers shall treat the transaction between the Assumers and the
     holder as a sale of the holder's Series D Preferred Partnership Units to
     the Assumers for federal income tax purposes.  To the extent the Assumers
     issue shares of Series D Preferred Stock, they may obtain the necessary
     shares of Series D Preferred Stock from Weeks.  Each holder agrees to
     execute such documents as the General Partner may reasonably require in
     connection with the issuance of Series D Preferred Stock.

          (f)  Redemption or exchange of Series D Preferred Partnership Units
     shall be accompanied by proper instruments of transfer and assignment for
     such Series D Preferred Partnership Units and by the delivery of (i)
     representations and warranties of (A) such holder with respect to its due
     authority to transfer all of the right, title and interest in and to such
     Series D Preferred Partnership Units and with respect to the status of the
     Series D Preferred Partnership Units being transferred, free and clear of
     all Liens, and (B) the Partnership or the Assumers, as applicable, with
     respect to due authority for the redemption or exchange of such Series D
     Preferred Partnership Units, and (ii) to the extent that shares of Series D
     Preferred Stock are issued, (A) an opinion of counsel for Weeks, reasonably
     satisfactory to the holder, to the effect that such shares of Series D
     Preferred Stock have been duly 

                                     T-12
<PAGE>
 
     authorized, are validly issued, fully-paid and nonassessable, and (b) a
     stock certificate or certificates evidencing the Series D Preferred Stock
     to be issued and registered in the name of the holder or its designee.

          (g)  The holder of Series D Preferred Partnership Units covenants and
     agrees that all such Partnership Units redeemed or exchanged shall be
     delivered free and clear of all Liens.  Should any Liens exist or arise
     with respect to such Series D Preferred Partnership Units, neither the
     Assumers nor the Partnership shall be under any obligation to redeem or
     acquire the same unless, in connection therewith, the General Partner has
     elected to pay a portion of the Redemption Price or the Exchange Price, as
     applicable, in the form of cash in circumstances in which such cash will be
     sufficient to cause such existing Lien to be discharged in full upon
     application of all or a part of the cash.  The Partnership and the Assumers
     are expressly authorized to apply such portion of the cash as may be
     necessary to discharge such Lien in full.  The holder further agrees that,
     in the event any state or local property transfer tax is payable as a
     result of the transfer of its Series D Preferred Partnership Units to the
     Partnership or the Assumers, such holder shall assume and pay such transfer
     tax.

          (h)  The certificates representing the Series D Preferred Stock issued
     upon exchange of the Series D Preferred Partnership Units shall contain the
     following legend:

          THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
          SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT
          (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE
          STATE LAW, OR (B) IF WEEKS HAS BEEN FURNISHED WITH A SATISFACTORY
          OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR
          OTHER EVIDENCE SATISFACTORY TO WEEKS, THAT SUCH TRANSFER, SALE,
          ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM
          THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS
          THEREUNDER AND ANY APPLICABLE STATE LAW.

          (i)  The rights of the holder of the Series D Preferred Partnership
     Units, in its capacity as a holder of the Series D Preferred Partnership
     Units, are in addition to and not in limitation on any other rights or
     authority of the holder of the Series D Preferred Partnership Units, in any
     other capacity, under the Partnership Agreement.  In addition, nothing
     contained herein shall be deemed to limit or otherwise restrict any rights
     or authority of the holder of the Series D Preferred Partnership Units
     under the Partnership Agreement, other than in its capacity as a holder of
     the Series D Preferred Partnership Units.

                                     T-13