<PAGE>   1
                                                                    EXHIBIT 10.1


                               FIFTH AMENDMENT TO
                          SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                           POST APARTMENT HOMES, L.P.


         This Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Post Apartment Homes, L.P. (this "Amendment") is entered
into as of September 3, 1999, by and among Post GP Holdings, Inc. (the "General
Partner"), the Limited Partners of Post Apartment Homes, L.P., Post Properties,
Inc., a Georgia corporation ("PPI"), The Times Mirror Company, a Delaware
corporation ("Contributor"), and TMCT II, LLC, a Delaware limited liability
company ("LLC"). All capitalized terms used herein, and not otherwise defined
herein, shall have the meanings given to them in the Second Amended and
Restated Agreement of Limited Partnership of Post Apartment Homes, L.P., dated
October 24, 1997 as amended to date (the "Partnership Agreement").

         WHEREAS, pursuant to that certain Contribution Agreement dated the
date hereof by and among the Contributor, LLC, the General Partner, and PPI
(the "Contribution Agreement"), the Contributor desires to contribute $70
million to the Partnership in exchange for which the Operating Partnership will
issue preferred partnership interests in the Partnership to LLC as set forth
herein; and

         WHEREAS, as provided in Section 12.2 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:

         Section 1.        Contribution.

         Contributor hereby contributes to the Partnership $70 million as a
contribution to the capital of the Partnership.

         Section 2.        Issuance of Series D Preferred Partnership Units.

         In consideration of the contribution to the Partnership pursuant to
Section 1 hereof, the Partnership hereby issues to LLC 2,800,000 Series D
Preferred Partnership Units (as defined herein). Exhibit I to the Partnership
Agreement, attached hereto, is hereby inserted into the


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Partnership Agreement. LLC hereby agrees that it shall have the rights provided
for in Exhibit I and Section 8.6.F to the Partnership Agreement and that it
shall not have any rights with respect to the "Redemption Rights" provided for
in Section 8.6.A through 8.6.E and Exhibit E to the Partnership Agreement.

         Section 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, 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 LLC in consideration of the
         contribution by the Contributor to the Partnership of $70 million. 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 I attached
         hereto.

                  "Series D Preferred Stock" means the 8% Series D Cumulative
         Redeemable Preferred Stock, par value $.01 per share, having a
         liquidation preference equal to $25.00 per share issued by PPI.

         Section 4.        Allocations

         Article 6 of the Partnership Agreement is hereby deleted in its
entirety and the following is substituted therefor:

                                   ARTICLE 6
                                  ALLOCATIONS

                  Section 6.1       Allocations For Capital Account Purposes

         For purposes of maintaining the Capital Accounts and in determining
the rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Exhibit B hereof) shall
be allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.

                  A. Net Income. After giving effect to the special allocations
         set forth in Section 1 of Exhibit C, Net Income 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 6.1.A.(1) equal
                  the cumulative Net Losses allocated to the General Partner
                  under Section 6.1.B.(5) hereof.


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                  (2)      To those Partners who have received allocations of
                  Net Loss under Section 6.1.B.(4) hereof until the cumulative
                  allocations of Net Income under this Section 6.1.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 6.1.A.(3) equal the cumulative allocations of Net
                  Loss to such Partners under Section 6.1.B.(3) hereof (such
                  allocation of Net Income to be 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 6.1.B.(2) hereof until the cumulative
                  allocations of Net Income under this Section 6.1.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 6.1.A.(5) equal the cumulative
                  allocations of Net Loss to such Partners under Section
                  6.1.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)      Any remaining Net Income shall be allocated to the
                  Partners who hold Common Partnership Units in proportion to
                  their respective Percentage Interests with respect to Common
                  Partnership Units.

                           B. Net Losses. After giving effect to the special
         allocations set forth in Section 1 of Exhibit C, 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 held with respect to Common Partnership
                           Units, except as otherwise provided in this Section
                           6.1.B.

                           (2)      To the extent that an allocation of Net
                           Loss under Section 6.1.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, 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
                           6.1.B.(2), the Adjusted Capital Account Deficit
                           shall be determined (i) in the case of Partners
                           holding Preferred Partnership Units, without regard
                           to the amount credited to such Partners' respective
                           Capital Accounts for the aggregate Liquidation
                           Preference


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                           Amount attributable to Preferred Partnership Units
                           and without regard to any deemed deficit restoration
                           obligation of the General Partner recognized under
                           Regulations Section 1.704-1(b)(2)(ii)(c)(2), and
                           (ii) in the case of an Electing Partner, Principal
                           or a Principal-Controlled Partnership, without
                           regard to such Partner's deficit Capital Account
                           restoration obligation under Section 13.3 hereof.
                           The Net Loss allocated under this Section 6.1.B.(2)
                           shall be allocated among the Limited Partners who
                           may receive such allocation in proportion to their
                           respective Percentage Interests in Common
                           Partnership Units, but for any particular Limited
                           Partner not in excess of the maximum amount of Net
                           Loss that could be allocated to such Partner without
                           causing such Partner to have an Adjusted Capital
                           Account Deficit.

                           (3)      Any remaining Net Loss that cannot be
                           allocated under Sections 6.1.B.(1) and (2) hereof
                           shall be allocated to the Partners holding Preferred
                           Partnership Units in proportion to their respective
                           Percentage Interests with respect to 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
                           determined, in the case of the General Partner,
                           without regard to any deemed deficit restoration
                           obligation of the General Partner recognized under
                           Regulations Section 1.704-1(b)(2)(ii)(c)(2).

                           (4)      Any remaining Net Loss shall be allocated
                           to the Electing Partners, Principals and the
                           Principal-Controlled Partnerships who may receive
                           such allocation without causing an Adjusted Capital
                           Account Deficit as to such Partner, in proportion to
                           their respective Percentage Interests in Common
                           Partnership Units; provided that if, after the death
                           of a Control Person (as defined in Section 13.3.F
                           hereof) or Principal, an election is made on behalf
                           of the applicable Electing Partner, Principal or
                           Principal-Controlled Partnership under Section 13.3
                           hereof to eliminate or reduce its deficit Capital
                           Account restoration obligation under Section 13.3
                           hereof, 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 Capital Account Deficit of such Partner) as
                           of the end of such taxable year, and instead shall
                           be allocated to those Electing Partners, Principals
                           and Principal-Controlled Partnerships as to whom the
                           foregoing limitation does not apply, in proportion
                           to their respective Percentage Interests in Common
                           Partnership Units.

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

                           C.       For purposes of Regulations Section
                  1.752-3(a), the Partners agree that Nonrecourse Liabilities
                  of the Partnership in excess of the sum of (i) the amount of
                  Partnership Minimum Gain, and (ii) the total amount of
                  Nonrecourse Built-in Gains shall be allocated among the
                  Partners in accordance with their respective Percentage
                  Interests in Common Partnership Units.


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                           D.       Any gain allocated to the Partners upon the
                  sale or other taxable disposition of any Partnership asset
                  shall to the extent possible, after taking into account other
                  required allocations of gain pursuant to Exhibit C, be
                  characterized as Recapture Income in the same proportions and
                  to the same extent as such Partners have been allocated any
                  deductions directly or indirectly giving rise to the
                  treatment of such gains as Recapture Income.

                  Section 5.        Exhibits to Partnership Agreement.

                           (a)      Exhibit C to the Partnership is hereby
                                    deleted in its entirety and the attached
                                    Exhibit C is substituted therefor.

                           (b)      The Partnership Agreement is hereby amended
                                    by attaching thereto as Exhibit I the
                                    Exhibit I attached hereto.


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         IN WITNESS WHEREOF, the parties hereto have executed the Amendment
under seal as of the date first written above.

                                        GENERAL PARTNER:

                                        POST GP HOLDINGS, INC.,
                                        a Georgia corporation


                                        By: /s/ R. Byron Carlock, Jr.
                                            ---------------------------------
                                            Name:  R. Byron Carlock, Jr.
                                            Title: Executive Vice President


                                        Attest: /s/ Sherry W. Cohen
                                                -----------------------------
                                                Name:  Sherry W. Cohen
                                                Title: Executive Vice President


                                        LIMITED PARTNERS:

                                        POST LP HOLDINGS, INC.,
                                        a Georgia corporation,
                                        as attorney-in-fact for the
                                        Limited Partners

                                        By: /s/ R. Byron Carlock, Jr.
                                            ---------------------------------
                                            Name:  R. Byron Carlock, Jr.
                                            Title: Executive Vice President


                                        Attest: /s/ Sherry W. Cohen
                                                -----------------------------
                                                Name:  Sherry W. Cohen
                                                Title: Executive Vice President


                                        CONTRIBUTOR:

                                        THE TIMES MIRROR COMPANY


                                        By: /s/ Roger H. Molvar
                                            ---------------------------------
                                            Name:  Roger H. Molvar
                                            Title: Senior Vice President


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                                        LLC:

                                        TMCT II, LLC

                                        By:  The Times Mirror Company,
                                             its Managing Member


                                        By: /s/ Roger H. Molvar
                                            ---------------------------------
                                            Name:  Roger H. Molvar
                                            Title: Senior Vice President


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                                        PPI:

                                        POST PROPERTIES, INC.


                                        By: /S/ R. Byron Carlock, Jr.
                                            ---------------------------------
                                            Name:  R. Byron Carlock, Jr.
                                            Title: Executive Vice President


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                                                                       EXHIBIT C

                            SPECIAL ALLOCATION RULES



1.       Special Allocation Rules

         Notwithstanding any other provision of the Agreement or this Exhibit
C, the following special allocations shall be made in the following order:

         A.       Minimum Gain Chargeback. Notwithstanding the provisions of
Section 6.1 of the Agreement or any other provisions of this Exhibit C, if
there is a net decrease in Partnership Minimum Gain during any Partnership
Year, each Partner shall be specially allocated items of Partnership gross
income and gain for such year (and, if necessary, subsequent years) in an
amount equal to such Partner's share of the net decrease in Partnership Minimum
Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant
to the previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Partner pursuant thereto. The items to be so
allocated shall be determined in accordance with Regulations Section
1.704-2(f)(6). This Section 1.A is intended to comply with the minimum gain
chargeback requirements in Regulations Section 1.704-2(f) and for purposes of
this Section 1.A only, each Partner's Adjusted Capital Account Deficit shall be
determined prior to any other allocations pursuant to Section 6.1 of this
Agreement with respect to such Partnership Year and without regard to any
decrease in Partner Minimum Gain during such Partnership Year.

         B.       Partner Minimum Gain Chargeback. Notwithstanding any other
provision of Section 6.1 of the Agreement or any other provisions of this
Exhibit C (except Section 1.A hereof), if there is a net decrease in Partner
Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership
Year, each Partner who has a share of the Partner Minimum Gain attributable to
such Partner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), shall be specially allocated items of Partnership gross
income and gain for such year (and, if necessary, subsequent years) in an
amount equal to such Partner's share of the net decrease in Partner Minimum
Gain attributable to such Partner Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant thereto. The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(i)(4). This
Section 1.B is intended to comply with the minimum gain chargeback requirement
in such Section of the Regulations and shall be interpreted consistently
therewith. Solely for purposes of this Section 1.B, each Partner's Adjusted
Capital Account Deficit shall be determined prior to any other allocations
pursuant to Section 6.1 of the Agreement or this Exhibit C with respect to such
Partnership Year, other than allocations pursuant to Section 1.A hereof.


<PAGE>   10

         C.       Qualified Income Offset. In the event any Partner
unexpectedly receives any adjustments, allocations or distributions described
in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), and after giving effect to the allocations required
under Sections 1.A and 1.B hereof, such Partner has an Adjusted Capital Account
Deficit, items of Partnership gross income and gain shall be specifically
allocated to such Partner in an amount and manner sufficient to eliminate, to
the extent required by the Regulations, its Adjusted Capital Account Deficit
created by such adjustments, allocations or distributions as quickly as
possible.

         D.       Nonrecourse Deductions. Nonrecourse Deductions for any
Partnership Year shall be allocated to the Partners in accordance with their
respective Percentage Interests in Common Partnership Units. If the General
Partner determines in its good faith discretion that Nonrecourse Deductions for
any Partnership Year must be allocated in a different ratio to satisfy the safe
harbor requirements of the Regulations promulgated under Section 704(b) of the
Code, the General Partner is authorized, upon notice to the Limited Partners,
to revise the prescribed ratio for such Partnership Year to the numerically
closest ratio which does satisfy such requirements.

         E.       Partner Nonrecourse Deductions. Any Partner Nonrecourse
Deductions for any Partnership Year shall be specially allocated to the Partner
who bears the economic risk of loss with respect to the Partner Nonrecourse
Debt to which such Partner Nonrecourse Deductions are attributable in
accordance with Regulations Section 1.704-2(i)(2).

         F.       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 Year, if any, shall be specially allocated to the
Partners holding Preferred Partnership Units in an amount equal to the excess,
if any, of the cumulative distributions received by each such Partner pursuant
to Section 5.1(i) hereof for the current Partnership Year and all prior
Partnership 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
such Partner under this Section 1.F for all prior Partnership Years (such
allocations being made in proportion to the respective excess amounts for each
such Partner). For purposes of making the priority allocation required by this
Section 1.F., all Partnership distributions payable in respect of any series of
Preferred Partnership Units which are declared by the General Partner on or
before the end of a Partnership Year but which are paid after the end of such
Partnership Year shall be deemed to have been paid on the last day of such
Partnership Year.

         G.       Code Section 754 Adjustments. To the extent an adjustment to
the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or
743(b) of the Code is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,
the amount of such adjustment to the Capital Accounts shall be treated as an
item of gain (if the adjustment increases the basis of the asset) or loss (if
the adjustment decreases such basis), and such item of gain or loss shall be
specially allocated to the Partners in a manner consistent with the manner in
which their Capital Accounts are required to be adjusted pursuant to such
Section of the Regulations.


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2.       Allocations for Tax Purposes

         A.       Except as otherwise provided in this Section 2, for federal
income tax purposes, each item of income, gain, loss and deduction shall be
allocated among the Partners in the same manner as its correlative item of
"book" income, gain, loss or deduction is allocated pursuant to Section 6.1 of
the Agreement and Section 1 of this Exhibit C.

         B.       In an attempt to eliminate Book-Tax Disparities attributable
to a Contributed Property or Adjusted Property, items of income, gain, loss,
and deduction shall be allocated for federal income tax purposes among the
Partners as follows:

                  1.       In the case of a Contributed Property, such items
                           attributable thereto shall be allocated

                           a.       among the Partners in a manner consistent
                                    with the principles of Section 704(c) of
                                    the Code that takes into account the
                                    variation between the 704(c) Value of such
                                    property and its adjusted basis at the time
                                    of contribution; and

                           b.       any item of Residual Gain or Residual Loss
                                    attributable to a Contributed Property
                                    shall be allocated among the Partners in
                                    the same manner as its correlative item of
                                    "book" gain or loss is allocated pursuant
                                    to Section 6.1 of the Agreement and Section
                                    1 of this Exhibit C.

                  2.       In the case of an Adjusted Property, such items
                           attributable thereto shall be allocated,

                           a.       first, among the Partners in a manner
                                    consistent with the principles of Section
                                    704(c) of the Code to take into account the
                                    Unrealized Gain or Unrealized Loss
                                    attributable to such property and the
                                    allocations thereof pursuant to Exhibit B;

                           b.       second, in the event such property was
                                    originally a Contributed Property, among
                                    the Partners in a manner consistent with
                                    Section 2.B.(1) of this Exhibit C; and

                           c.       any item of Residual Gain or Residual Loss
                                    attributable to an Adjusted Property shall
                                    be allocated among the Partners in the same
                                    manner as its correlative item of "book"
                                    gain or loss is allocated pursuant to
                                    Section 6.1 of the Agreement and Section 1
                                    of this Exhibit C.


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                  3.       All other items of income, gain, loss and deduction
                           shall be allocated among the Partners in the same
                           manner as their correlative item of "book" gain or
                           loss is allocated pursuant to Section 6.1 of the
                           Agreement and Section 1 of this Exhibit C.

         C.       To the extent Regulations promulgated pursuant to Section
704(c) of the Code permit a partnership to utilize alternative methods to
eliminate the disparities between the agreed value of property and its adjusted
basis (including, without limitation, the implementation of curative
allocations), the General Partner shall have the authority to elect the method
to be used by the Partnership and such election shall be binding on all
Partners.

         Without limiting the foregoing, the General Partner shall take all
steps (including, without limitation, implementing curative allocations) that
it determines are necessary or appropriate to ensure that the amount of taxable
gain required to be recognized by the General Partner upon a disposition by the
Partnership of any Contributed Property or Adjusted Property does not exceed
the sum of (i) the gain that would be recognized by the General Partner if such
Property had an adjusted tax basis at the time of disposition equal to the
704(c) Value of such property; plus (ii) the deductions for depreciation,
amortization or other cost recovery actually allowed to the General Partner
with respect to such property for federal income tax purposes (after giving
effect to the "ceiling rule").


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                                                                      EXHIBIT I

         DESIGNATION OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND
         RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND
                 QUALIFICATIONS , LIMITATIONS AND RESTRICTIONS
                                     OF THE
                      SERIES D PREFERRED PARTNERSHIP UNITS

Section 1.1       Designation and Number. A series of Partnership Units in the
Partnership designated as 8% Series D Cumulative Redeemable Preferred Units
(the "Series D Preferred Units") is hereby established. The number of Series D
Preferred Units shall be 2,800,000.

Section 1.2       Distributions.

A.       Payment of Distributions. Subject to the rights of holders of Parity
Preferred Units as to the payment of distributions, pursuant to Section 1.2.C.
of Exhibit I, holders of Series D Preferred Units will be entitled to receive,
when, as and if declared by the Partnership acting through the General Partner,
out of Available Cash, cumulative preferential cash distributions at the rate
per annum of 8% of the original Capital Contribution per Series D Preferred
Unit. Such distributions shall be cumulative, shall accrue from the original
date of issuance and will be payable (A) quarterly (such quarterly periods for
purposes of payment and accrual will be the quarterly periods ending on the
last day of the quarterly periods set forth in this clause (A) and not calendar
quarters) in arrears on the 1st day of each of March, June, September and
December of each year, commencing on December 1, 1999, and (B) in the event of
(i) an exchange of Series D Preferred Units into REIT Series D Preferred
Shares, or (ii) a redemption of Series D Preferred Units, on the exchange date
or redemption date, as applicable (each a "Series D Preferred Unit Distribution
Payment Date"). The amount of the distribution payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months and for any
period shorter than a full quarterly period for which distributions are
computed, the amount of the distribution payable will be computed based on the
ratio of the actual number of days elapsed in such period to ninety (90) days.
If any date on which distributions are to be made on the Series D Preferred
Units is not a Business Day, then payment of the distribution to be made on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. Distributions on the
Series D Preferred Units will be made to the holders of record of the Series D
Preferred Units on the relevant record dates, which will be fifteen (15) days
prior to the relevant Preferred Unit Distribution Payment Date (the "Series D
Preferred Unit Partnership Record Date").

B.       Distributions Cumulative. Distributions on the Series D Preferred
Units will accrue whether or not declared, whether or not the terms and
provisions of any agreement of the Partnership at any time prohibit the current
payment of distributions, whether or not the Partnership has earnings, whether
or not there are funds legally available for the payment of such distributions
and whether or not such distributions are authorized. Accrued but unpaid


<PAGE>   14

distributions on the Series D Preferred Units will accumulate as of the
Preferred Unit Distribution Payment Date on which they first become payable.
Accumulated and unpaid distributions will not bear interest.

C.       Priority as to Distributions.

                  (i)      So long as any Series D Preferred Units are
outstanding, no distribution of cash or other property shall be authorized,
declared, paid or set apart for payment on or with respect to Junior Units, nor
shall any cash or other property (other than capital stock of PPI which
corresponds in ranking to the Partnership Interests being acquired) be set
aside for or applied to the purchase, redemption or other acquisition for
consideration of any Series D Preferred Units, any Parity Preferred Units or
any Junior Units, unless, in each case, all distributions accumulated on all
Series D Preferred Units and all classes and series of outstanding Parity
Preferred Units have been paid in full. The foregoing sentence will not
prohibit (a) distributions payable solely in Junior Units, (b) the exchange or
conversion of Junior Units or Parity Preferred Units into Partnership Interests
of the Partnership ranking junior to the Series D Preferred Units as to
distributions and rights upon involuntary or voluntary liquidation, dissolution
or winding up of the Partnership, or (c) the redemption of Partnership
Interests corresponding to capital stock to be purchased by the General Partner
or PPI to preserve PPI's status as a real estate investment trust, provided
that such redemption shall be upon the same terms as the corresponding
purchase.

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

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


Section 1.3       Liquidation Proceeds.

A.       Dissolution, Liquidation, Winding-Up. Upon the voluntary or
involuntary dissolution, liquidation or winding-up of the Partnership, the
holders of the Series D Preferred 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


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<PAGE>   15

made on any Junior Units, the amount of $25.00 per Series D Preferred Unit,
plus accrued and unpaid quarterly distributions thereon.

B.       Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, stating the payment
date or dates when, and the place or places where, the amounts distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by
first class mail, postage prepaid, not less than 30 days and not more that 60
days prior to the payment date stated therein, to each record holder of the
Series D Preferred Units at the respective addresses of such holders as the
same shall appear on the transfer records of the Partnership.

C.       No Further Rights. After the payment to the holders of the Series D
Preferred Units of the full preferential amounts provided for herein, the
holders of the Series D Preferred Units shall have no right or claim to any of
the remaining assets of the Partnership.

D.       Ratable Distribution. If, upon any voluntary or involuntary
dissolution, liquidation, or winding-up of the Partnership, the amounts payable
with respect to the preference value of the Series D Preferred Units and any
other Preferred Units of the Partnership ranking as to any such distribution on
a parity with the Series D Preferred Units are not paid in full, the holders of
the Series D Preferred Units and of such other Preferred Units will share
ratably in any such distribution of assets of the Partnership in proportion to
the full respective preference amounts to which they are entitled.

E.       Consolidation, Merger or other Transactions. Neither the sale, lease
or conveyance of all or substantially all of the property or business of the
Partnership, nor the merger or consolidation of the Partnership into or with
any other entity or the merger or consolidation of any other entity into or
with the Partnership, shall be deemed to be a dissolution, liquidation or
winding-up, voluntary or involuntary, for the purposes hereof.

Section 1.4       Optional Redemption.

A.       Right of Optional Redemption. The Series D Preferred Units may not be
redeemed prior to September 3, 2004. On or after such date, the Partnership
shall have the right to redeem the Series D Preferred Units of any holder
thereof, in whole or in part, at any time or from time to time, upon not less
than 30 days nor more than 60 days written notice, at a redemption price,
payable in cash, equal to the Capital Account balance of such holder of Series
D Preferred Units (the "Series D Redemption Price"); provided, however, that no
redemption pursuant to this Section 1.4 of Exhibit I will be permitted if the
Series D Redemption Price does not equal or exceed the original Capital
Contribution of such holder plus the cumulative Series D Priority Return to the
redemption date to the extent not previously distributed. If fewer than all of
the outstanding Series D Preferred Units are to be redeemed, the Series D
Preferred Units to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional units).


                                      -3-
<PAGE>   16

B.       Limitation on Redemption.

                  (i)      The Series D Redemption Price of the Series D
Preferred Units (other than the portion thereof consisting of accumulated but
unpaid distributions) will be payable solely out of the sale proceeds of
capital stock of PPI, which will be contributed by PPI to the Partnership as an
additional capital contribution, or out of the sale of limited partner
interests in the Partnership and from no other source. For purposes of the
preceding sentence, "capital stock" means any equity securities (including
Common Stock and Preferred Stock (as such terms are defined in the Articles of
Incorporation)), shares, participation or other ownership interests (however
designated) and any rights (other than debt securities convertible into or
exchangeable for equity securities) or options to purchase any of the
foregoing.

                  (ii)     The Partnership may not redeem fewer than all of the
outstanding Series D Preferred Units unless all accumulated and unpaid
distributions have been paid on all Series D Preferred Units for all quarterly
distribution periods terminating on or prior to the date of redemption;
provided, however, that the foregoing shall not prevent the redemption of
Series D Preferred Units to preserve the Corporation's REIT status.

C.       Procedures for Redemption.

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

                  (ii)     If the Partnership gives a notice of redemption in
respect of Series D Preferred Units then, by 12:00 noon, New York City time, on
the redemption date, the Partnership will deposit irrevocably in trust for the
benefit of the holders of the Series D Preferred Units being redeemed funds
sufficient to pay the applicable Series D Redemption Price


                                      -4-
<PAGE>   17

and will give irrevocable instructions and authority to pay such Series D
Redemption Price to the holders of the Series D Preferred Units upon surrender
of the Series D Preferred Units by such holders at the place designated in the
notice of redemption. On and after the date of redemption, distributions will
cease to accumulate on the Series D Preferred Units or portions thereof called
for redemption, unless the Partnership defaults in the payment thereof. If any
date fixed for redemption of Series D Preferred Units is not a Business Day,
then payment of the Series D Redemption Price payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date fixed for redemption. If payment of the Series D Redemption Price
is improperly withheld or refused and not paid by the Partnership,
distributions on such Series D Preferred Units will continue to accumulate from
the original redemption date to the date of payment, in which case the actual
payment date will be considered the date fixed for redemption for purposes of
calculating the applicable Series D Redemption Price.

Section 1.5       Voting Rights.

A.       General. Holders of the Series D Preferred Units will not have any
voting rights or right to consent to any matter requiring the consent or
approval of the Limited Partners, except as set forth below and in Section 14.1
of this Agreement.

B.       Certain Voting Rights. So long as any Series D Preferred Units remain
outstanding, the Partnership shall not, without the affirmative vote of the
holders of at least two-thirds of the Series D Preferred Units outstanding at
the time (i) authorize or create, or increase the authorized or issued amount
of, any class or series of Partnership Interests ranking senior to the Series D
Preferred Units with respect to payment of distributions or rights upon
liquidation, dissolution or winding-up or reclassify any Partnership Interests
of the Partnership into any such senior Partnership Interest, or create,
authorize or issue any obligations or securities convertible into or evidencing
the right to purchase any such senior Partnership Interests, (ii) issue any
Parity Preferred Interests or any obligations or securities convertible into or
evidencing the right to purchase any such Partnership Interests to an Affiliate
of the Partnership, provided that the limitation in this subparagraph (ii)
shall not apply to (a) a transaction approved by a majority of the
disinterested directors of PPI upon terms no more favorable to such Affiliate
than the Partnership would be willing to offer an unrelated party in an arm's
length transaction or (b) an issuance to PPI, to the extent the issuance of
such interests was to allow PPI to issue corresponding preferred stock to
persons who are not Affiliates of the Partnership, (iii) either consolidate,
merge into or with, or convey, transfer or lease its assets substantially as an
entirety to, any corporation or other entity or amend, alter or repeal the
provisions of this Agreement (including, without limitation, this Exhibit I),
whether by merger, consolidation or otherwise, in each case in a manner that
would materially and adversely affect the powers, special rights, preferences,
privileges or voting power of the Series D Preferred Units or the holders
thereof; provided, however, that with respect to the occurrence of any event
set forth in (iii) above, so long as (a) the Partnership is the surviving
entity and the Series D Preferred Units remain


                                      -5-
<PAGE>   18

outstanding with the terms thereof unchanged, or (b) the resulting, surviving
or transferee entity is a partnership, limited liability company or other
pass-through entity organized under the laws of any state and substitutes, for
the Series D Preferred Units, other interests in such entity having
substantially the same terms and rights as the Series D Preferred Units,
including with respect to distributions, voting rights and rights upon
liquidation, dissolution or winding-up, then the occurrence of any such event
shall not be deemed to materially and adversely affect such rights, privileges
or voting powers of the holders of the Series D Preferred Units; and provided
further that any increase in the amount of Partnership Interests or the
creation or issuance of any other class or series of Partnership Interests, in
each case ranking either (a) junior to the Series D Preferred Units with
respect to payment of distributions and the distribution of assets upon
liquidation, dissolution or winding-up or (b) on a parity with the Series D
Preferred Units with respect to payment of distributions and the distribution
of assets upon liquidation, dissolution or winding-up (provided that such event
shall also be approved in accordance with, or meet the requirements of,
subparagraph (ii) above, if necessary) shall not be deemed to materially and
adversely affect such powers, special rights, preferences, privileges or voting
powers.

                  In addition to the foregoing, the Partnership will not (x)
enter into any contract, mortgage, loan or other agreement that prohibits or
restricts, or has the effect of prohibiting or materially restricting, the
ability of a Series D Limited Partner to exercise its rights set forth herein
to effect in full an exchange or redemption pursuant to Section 1.7 of Exhibit
I, except with the written consent of such Series D Limited Partner.

C.       No General Partner Voting Rights. Notwithstanding anything to the
contrary in this Exhibit I, in no event shall the General Partner or any of its
Affiliates have any voting, consent or approval rights in respect of any Series
D Preferred Units it or they may hold, and any percentage or portion of
outstanding Series D Preferred Units that may be required hereunder for any
vote, consent or approval of holders thereof shall be determined as if all
Series D Preferred Units then held by the General Partner or any of its
Affiliates were not outstanding.


Section 1.6       Transfer Restrictions.

         The Series D Preferred Units shall not be subject to the provisions of
Section 11.3.A of this Agreement; provided, however, that the Series D
Preferred Units shall be subject to the transfer restrictions described in
Sections 11.3.C, 11.3.D and 11.3.E of this Agreement. No transfer of the Series
D Preferred Units is permitted without the consent of the General Partner,
which consent may be given or withheld in its sole and absolute discretion, if
such transfer would result in more than 70 partners holding all outstanding
Series D Preferred Units within the meaning of Section II.A. of Internal
Revenue Service Notice 88-75 (1988-2 C.B. 386). In addition, no transfer may be
made to any person if such transfer would cause the exchange of the Series D
Preferred Units for REIT Series D Preferred Shares, as provided herein, to be
required to be registered under the Securities Act, or any state securities
laws. Notwithstanding anything in this Agreement to the contrary, the Series D
Preferred Units shall be freely transferable to LLC, which shall upon such
transfer be admitted as a Limited Partner hereunder.


                                      -6-
<PAGE>   19

Section  1.7      Exchange Rights.

A.       Right to Exchange.

                  (i)      The Series D Preferred Units will be exchangeable in
whole but not in part unless expressly otherwise provided herein, at any time
on or after the September 3, 2009 at the option of holders of more than 50% of
all outstanding Series D Preferred Units, for authorized but previously
unissued REIT Series D Preferred Shares at an exchange rate of one REIT Series
D Preferred Share from PPI for one Series D Preferred Unit, subject to
adjustment as described below (the "Series D Exchange Price"), provided that
the Series D Preferred Units will become exchangeable at any time, in whole but
not in part, unless expressly otherwise provided herein, at the option of
holders of more than 50% of all outstanding Series D Preferred Units for REIT
Series D Preferred Shares, if:

         (y) at any time full distributions shall not have been timely made on
         any Series D Preferred Unit with respect to six (6) prior quarterly
         distribution periods, whether or not consecutive, provided, however,
         that a distribution in respect of Series D Preferred Units shall be
         considered timely made if made within two (2) Business Days after the
         Series D Preferred Unit Distribution Payment Date if at the time of
         such late payment there shall not be any prior quarterly distribution
         periods in respect of which full distributions were not timely made
         (giving effect to the operation of this Section 1.7.A(i)(y) of Exhibit
         I), or

         (z) upon receipt by a holder or holders of Series D Preferred Units of
         (A) notice from the General Partner that the General Partner or a
         Subsidiary of the General Partner has become aware of facts that will
         or likely will cause the Partnership to become a PTP and (B) an
         opinion rendered by an outside nationally recognized independent
         counsel familiar with such matters addressed to a holder or holders of
         Series D Preferred Units, that the Partnership is or likely is, or
         upon the occurrence of a defined event in the immediate future will be
         or likely will be, a PTP.

In addition, the Series D Preferred Units may be exchanged for REIT Series D
Preferred Shares, in whole but not in part unless expressly otherwise provided
herein, at the option of holders of more than 50% of all outstanding Series D
Preferred Units prior to September 3, 2009 and on and after September 3, 2002
if such holders of Series D Preferred Units shall deliver to the General
Partner either (i) a private ruling letter addressed to such holder of Series D
Preferred Units or (ii) an opinion of independent counsel reasonably acceptable
to the General Partner based on the enactment of temporary or final Treasury
Regulations since the date of Closing or the publication of a Revenue Ruling
since the date of Closing, in either case to the effect that an exchange of the
Series D Preferred Units at such earlier time would not cause the Series D
Preferred Units to be considered "stock and securities" within the meaning of
Section 351(e) of the Code for purposes of determining whether the holder of
such Series D Preferred Units is an "investment company" under Section 721(b)
of the Code if an exchange is permitted at such earlier date.


                                      -7-
<PAGE>   20

Furthermore, the Series D Preferred Units, if LLC so determines, may be
exchanged in whole but not in part (regardless of whether held by LLC) for REIT
Series D Preferred Shares (but only if the exchange in whole may be
accomplished consistently with the ownership limitations set forth under the
Articles of Incorporation (taking into account exceptions thereto)), if (1) LLC
concludes based on results or projected results that there exists (in the
reasonable judgment of LLC) an imminent and substantial risk that LLC's
interest in the Partnership represents or will represent more than 18.0% of the
total profits of or capital interests in the Partnership for a taxable year,
(2) LLC delivers to the General Partner an opinion of nationally recognized
independent counsel, reasonably acceptable to the General Partner to the effect
that there is a substantial risk that its interest in the Partnership does not
or will not satisfy the 18.0% limit and (3) the General Partner agrees with the
conclusions referred to in clauses (1) and (2) of this sentence, such agreement
not to be unreasonably withheld.

                  (ii)     Notwithstanding anything to the contrary set forth
in Section 1.7.A(i) of Exhibit I, if a Series D Exchange Notice (as defined
herein) has been delivered to the General Partner, then the General Partner
may, at its option, within ten (10) Business Days after receipt of the Series D
Exchange Notice, elect to cause the Partnership to redeem all or a portion of
the outstanding Series D Preferred Units for cash in an amount equal to the
original Capital Contribution per Series D Preferred Unit and all accrued and
unpaid distributions thereon to the date of redemption. If the General Partner
elects to redeem fewer than all of the outstanding Series D Preferred Units,
the number of Series D Preferred Units held by each holder to be redeemed shall
equal such holder's pro rata share (based on the percentage of the aggregate
number of outstanding Series D Preferred Units that the total number of Series
D Preferred Units held by such holder represents) of the aggregate number of
Series D Preferred Units being redeemed.

                  (iii)    In the event an exchange of all Series D Preferred
Units pursuant to Section 1.7.A of Exhibit I would violate the provisions on
ownership limitation of PPI set forth in the Articles of Incorporation with
respect to REIT Series D Preferred Shares, each holder of Series D Preferred
Units shall be entitled to exchange, pursuant to the provisions of Section
1.7.B of Exhibit I, a number of Series D Preferred Units which would comply
with the provisions on the ownership limitation of PPI set forth in the
Articles of Incorporation, with respect to such holder, and any Series D
Preferred Units not so exchanged (the "Series D Excess Units") shall be
redeemed by the Partnership for cash in an amount equal to the original Capital
Contribution per Series D Excess Unit, plus any accrued and unpaid
distributions thereon to the date of redemption subject to any restriction
thereon contained in any debt instrument or agreement of the Partnership.

In the event an exchange would result in Series D Excess Units, as a condition
to such exchange, each holder of such units agrees to provide such
representations and covenants reasonably requested by PPI relating to (i) the
widely held nature of the interests in such holder, sufficient to assure PPI
that the holder's ownership of stock of PPI (without regard to the limits
described


                                      -8-
<PAGE>   21

above) will not cause any individual to own in excess of 6% of the stock of PPI
to the extent the holder can reasonably make such representation; and (ii) to
the extent such holder can so represent and covenant without obtaining
information from its owners (other than its direct or indirect parent
corporation, partnership or limited liability company and not the holders of
any interests in such parent), the holder's ownership of tenants of the
Partnership and its affiliates.

To the extent the General Partner would not be able to pay the cash set forth
above in exchange for the Series D Excess Units, and to the extent consistent
with the Articles of Incorporation, PPI agrees that it will grant to the
holders of the Series D Preferred Units exceptions to the Ownership Limit set
forth in the Articles of Incorporation sufficient to allow such holders to
exchange all of their Series D Preferred Units for REIT Series D Preferred
Shares, provided such holders furnish to PPI representations acceptable to PPI
in its sole and absolute discretion which assure PPI that such exceptions will
not jeopardize PPI's tax status as a REIT for purposes of federal and
applicable state law.

Notwithstanding any provision of this Agreement to the contrary, no Series D
Limited Partner shall be entitled to effect an exchange of Series D Preferred
Units for REIT Series D Preferred Shares to the extent that ownership or right
to acquire such shares would cause the Partner or any other Person or, in the
opinion of counsel selected by PPI, may cause PPI to become "closely held"
within the meaning of Section 856(h) of the Code. To the extent any such
attempted exchange for REIT Series D Preferred Shares would be in violation of
the previous sentence, it shall be void ab initio and such Series D Limited
Partner shall not acquire any rights or economic interest in the REIT Series D
Preferred Shares otherwise issuable upon such exchange.


                  (iv) The redemption of Series D Preferred Units described in
Section 1.7.A(ii) of Exhibit I and (iii) shall be subject to the provisions of
Section 1.4.B(i) of Exhibit I and Section 1.4.C(ii) of Exhibit I; provided,
however, that the term "Series D Redemption Price" in such Sections 1.4.B(i)
and 1.4.C(ii) shall be read to mean the original Capital Contribution per
Series D Preferred Unit being redeemed plus all accrued and unpaid
distributions to the redemption date.

B.       Procedure for Exchange and/or Redemption of Series D Preferred Units.

                  (i)      Any exchange shall be exercised pursuant to a notice
of exchange (the "Series D Exchange Notice") delivered to the General Partner
by holders of more than 50% of the outstanding Series D Preferred Units (a) by
fax and (b) by certified mail, postage prepaid. The General Partner may effect
any exchange of Series D Preferred Units, or exercise its option to redeem any
portion of the Series D Preferred Units for cash pursuant to Section 1.7.A(ii)
of Exhibit I or redeem Series D Excess Units pursuant to Section 1.7.A(iii) of
Exhibit I, by delivering to each holder of record of Series D Preferred Units,
within ten (10) Business Days following receipt of the Series D Exchange
Notice,


                                      -9-
<PAGE>   22

                           (a)      if the General Partner elects to exchange
any of the Series D Preferred Units then outstanding, (1) certificates
representing the REIT Series D Preferred Shares being issued in exchange for
the Series D Preferred Units of such holder being exchanged and (2) a written
notice (a "Series D Redemption Notice") stating (A) the redemption date, which
may be the date of such Redemption Notice, (B) the redemption price, (C) the
place or places where the Series D Preferred Units are to be surrendered and
(D) that distributions on the Series D Preferred Units will cease to accrue on
such redemption date, or

                           (b)      if the General Partner elects to cause the
Partnership to redeem all of the Series D Preferred Units then outstanding in
exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall
be deemed canceled (and any corresponding Partnership Interest represented
thereby deemed terminated) simultaneously with the delivery of shares of REIT
Series D Preferred Shares (with respect to Series D Preferred Units exchanged)
or simultaneously with the redemption date (with respect to Series D Preferred
Units redeemed).

Notwithstanding anything to the contrary contained herein, any and all Series D
Preferred Units to be exchanged for REIT Series D Preferred Stock pursuant to
this Section 1.7 of Exhibit I shall be so exchanged in a single transaction at
one time. As a condition to exchange, PPI may require the holders of Series D
Preferred Units to make such representations as may be reasonably necessary for
PPI to establish that the issuance of REIT Series D Preferred Shares pursuant
to the exchange shall not be required to be registered under the Securities Act
or any state securities laws. Any REIT Series D Preferred Shares issued
pursuant to this Section 1.7 of Exhibit I shall be delivered as shares which
are duly authorized, validly issued, fully paid and nonassessable, free of any
pledge, lien, encumbrance or restriction other than those provided in the
Articles of Incorporation, the Bylaws of PPI, the Securities Act and relevant
state securities or blue sky laws.

                  The certificates representing the REIT Series D Preferred
Shares issued upon exchange of the Series D Preferred 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 SECURITIES LAWS
                  OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A
                  SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES
                  REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE
                  CORPORATION, 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 SECURITIES
                  LAWS.


                                     -10-
<PAGE>   23

                  (ii)     In the event of an exchange of Series D Preferred
Units for REIT Series D Preferred Shares, on and after the date of exchange,
distributions on any Series D Preferred Units tendered for exchange shall
continue to accrue on such Series D Preferred Units, which shall remain
outstanding following such exchange, with the General Partner as the holder of
such Series D Preferred Units. Notwithstanding anything to the contrary set
forth herein, in no event shall a holder of a Series D Preferred Unit that was
validly exchanged for REIT Series D Preferred Shares pursuant to this section
(other than the General Partner then holding such Series D Preferred Unit),
receive a distribution out of Available Cash of the Partnership, if such
holder, after exchange, is entitled to receive a distribution out of Available
Cash with respect to the REIT Series D Preferred Shares for which such Series D
Preferred Unit was exchanged or redeemed.

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

C.       Adjustment of Series D Exchange Price. In case PPI shall be a party to
any transaction (including, without limitation, a merger, consolidation,
statutory share exchange, tender offer for all or substantially all of PPI's
capital stock or sale of all or substantially all of PPI's assets), in each
case as a result of which the REIT Series D Preferred Shares will be converted
into the right to receive shares of capital stock, other securities or other
property (including cash or any combination thereof), each Series D Preferred
Unit will thereafter be exchangeable into the kind and amount of shares of
capital stock and other securities and property receivable (including cash or
any combination thereof) upon the consummation of such transaction by a holder
of that number of REIT Series D Preferred Shares or fraction thereof into which
one Series D Preferred Unit was exchangeable immediately prior to such
transaction. PPI may not become a party to any such transaction, whether or not
any REIT Series D Preferred Shares are then outstanding: (i) which does not
preserve the existence of the REIT Series D Preferred Shares or substitute, for
the REIT Series D Preferred Shares, securities having substantially the same
terms and rights as the REIT Series D Preferred Shares, including with respect
to distributions, voting rights and rights upon liquidation, dissolution and
winding-up or (ii) if the terms thereof are inconsistent with the foregoing. In
addition, so long as a Series D Limited Partner or any of its permitted
successors or assigns hold any Series D Preferred Units, as the case may be,
PPI shall not, without the affirmative vote of the holders of at least
two-thirds of the Series D Preferred Units outstanding at the time: (a)
designate or create, or increase the authorized or issued amount of, any class
or series of shares ranking senior to the REIT Series D Preferred Shares with
respect to the payment of distributions or rights upon liquidation, dissolution
or winding-up or reclassify any authorized shares of PPI into any such shares,
or create, authorize or issue any obligations or securities convertible into or
evidencing the right to purchase any such shares; (b) issue any Parity
Preferred Shares or any obligations or securities convertible into or
evidencing the right to purchase any such Preferred Shares, but only to the
extent that such Parity Preferred Shares are issued to an Affiliate of the
Corporation and such issuance of Parity Preferred Shares is not


                                     -11-
<PAGE>   24

approved by a majority of the disinterested directors of PPI upon terms no more
favorable to such Affiliate than the Corporation would be willing to offer an
unrelated party in an arm's length transaction; (c) amend, alter or repeal the
provisions of the Articles of Incorporation or bylaws of PPI, whether by
merger, consolidation or otherwise, that would materially and adversely affect
the powers, special rights, preferences, privileges or voting power of the REIT
Series D Preferred Shares or the holders thereof; provided, however, that any
increase in the amount of authorized Preferred Shares or the creation or
issuance of any other series or class of Preferred Shares, or any increase in
the amount of authorized shares of each class or series, in each case ranking
either (1) junior to the REIT Series D Preferred Shares with respect to the
payment of distributions and the distribution of assets upon liquidation,
dissolution or winding-up, or (2) on a parity with the REIT Series D Preferred
Shares with respect to the payment of distributions and the distribution of
assets upon liquidation, dissolution or winding-up (provided that such event
shall also be approved in accordance with, or meet the requirements of,
subparagraph (ii) above, if necessary) shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.


Section 1.8       No Conversion Rights. The holders of the Series D Preferred
Units shall not have any rights to convert such Partnership Units into any
other class of Partnership Interests or any interest in the Partnership.

Section  1.9      No Sinking Fund.   No sinking fund shall be established for
the retirement or redemption of the Series D Preferred Units.

Section 1.10      Reports. In addition to the reports required pursuant to
Section 9.3 of this Agreement, so long as any Series D Preferred Units are
outstanding, the General Partner shall cause to be mailed to each Series D
Limited Partner:

A.       As soon as available, but in no event later than five Business Days
following the date on which PPI files its annual report in respect of a fiscal
year on Form 10-K, with the Commission (or, in the event that the Partnership
is required under rules and regulations promulgated by the Commission to file
with the Commission a Form 10-K separate from PPI's Form 10-K, five Business
Days after the filing of such report by the Partnership with the Commission), a
complete copy of the Partnership's financial statements for such fiscal year
including a balance sheet, income statement and cash flow statement for such
fiscal year prepared in accordance with GAAP (except with respect to
footnotes); and

B.       As soon as available, but in no event later than five Business Days
following the date on which PPI files its quarterly report in respect of a
fiscal quarter on Form 10-Q, with the Commission (or, in the event the
Partnership is required under rules and regulations promulgated by the
Commission to file with the Commission a Form 10-Q separate from PPI's Form
10-Q, five Business Days after the filing of such report by the Partnership
with the Commission), a complete copy of the Partnership's unaudited quarterly
financial statements for such fiscal


                                     -12-
<PAGE>   25

quarter including a balance sheet, income statement and cash flow statement for
such fiscal quarter prepared in accordance with GAAP (except with respect to
footnotes).

C.       Within 90 days of the close of each taxable year, a final Form K-1 for
the prior taxable year.

Section 1.11      Definitions. For purposes of this Exhibit I, The following
terms shall have the meanings set forth below:

                  "Closing" shall have the same meaning as ascribed to that
term in that certain Contribution Agreement, dated September 3, 1999, by and
among The Times Mirror Company, LLC, the Partnership and PPI.

                  "Junior Units" means any class or series of Partnership
Interest of the Partnership ranking junior as to the payment of distributions
and rights upon voluntary or involuntary liquidation, winding up or dissolution
of the Partnership to the Series D Preferred Units.

                  "LLC" means TMCT II, LLC, a Delaware limited liability
company.

                  "Parity Preferred Unit" means any class or series of
Partnership Interests of the Partnership now or hereafter authorized, issued or
outstanding expressly designated by the Partnership to rank on a parity with
Series D Preferred Units with respect to distributions or rights upon voluntary
or involuntary liquidation, winding up and dissolution of the Partnership.
"Partnership Interest" means an ownership interest in the Partnership
representing a Capital Contribution by either a Limited Partner or the General
Partner and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of
this Agreement. The Partnership Interests represented by the Common Units,
Series A Preferred Units, Series B Preferred Units and Series C Preferred Units
are the only Partnership Interests, are separate classes of Partnership
Interest for all purposes of this Agreement, and are Parity Preferred Units
with respect to distributions or rights upon voluntary or involuntary
liquidation, winding up and dissolution of the Partnership with each other and
with the Series D Preferred Units.

                  "Preferred Share" means a share of PPI's preferred stock with
such rights, priorities and preferences as shall be designated by the Board of
Directors in accordance with the Articles of Incorporation.

                  "Preferred Unit" means a Series D Preferred Unit, and any
other Partnership Unit representing a Limited Partnership Interest, with such
rights, priorities and preferences as shall be designated by the General
Partner pursuant to Section 4.2 other than Common Units.

                  "REIT" means a real estate investment trust under Sections
856 through 860 of the Code.


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<PAGE>   26

                  "REIT Series D Preferred Share" means a share of 8% Series D
Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation
preference $25 per share, of PPI.

                  "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

                  "Series D Limited Partner" means any Person holding Series D
Preferred Units and named as a Series A Limited Partner in Exhibit A attached
hereto, as such Exhibit may be amended from time to time, or any Substitute
Limited Partner, in such Person's capacity as a Series D Limited Partner in the
Partnership.

                  "Series D Preferred Units" means the Partnership's 8% Series
D Cumulative Redeemable Limited Partnership Units, with the rights, priorities
and preferences set forth herein.

                  "Series D Priority Return" shall mean, an amount equal to 8%
per annum, determined on the basis of a 360 day year of twelve 30 day months,
and for any period shorter than a full quarterly period for which distributions
are computed, the amount of the distributions payable will be based on the
ratio of the actual number of days elapsed in such period to ninety (90) days
cumulative to the extent not distributed for any given distribution period
pursuant to Section 1.2 of this Exhibit I, on the stated value of $25.00 per
Series D Preferred Unit, commencing on the date of the issuance of such Series
D Preferred Unit.


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