<PAGE>   1
                                                                   EXHIBIT 10.1




--------------------------------------------------------------------------------



                           FIFTH AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               AMB PROPERTY, L.P.



--------------------------------------------------------------------------------




<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                            <C>
ARTICLE 1. DEFINED TERMS AND RULES OF CONSTRUCTION                                                                1

    SECTION 1.1      DEFINITIONS                                                                                  1

    SECTION 1.2      RULES OF CONSTRUCTION                                                                       20


ARTICLE 2. ORGANIZATIONAL MATTERS                                                                                20

    SECTION 2.1      ORGANIZATION                                                                                20

    SECTION 2.2      NAME                                                                                        20

    SECTION 2.3      RESIDENT AGENT; PRINCIPAL OFFICE                                                            20

    SECTION 2.4      POWER OF ATTORNEY                                                                           21

    SECTION 2.5      TERM                                                                                        22

    SECTION 2.6      NUMBER OF PARTNERS                                                                          22


ARTICLE 3. PURPOSE                                                                                               22

    SECTION 3.1      PURPOSE AND BUSINESS                                                                        22

    SECTION 3.2      POWERS                                                                                      23

    SECTION 3.3      PARTNERSHIP ONLY FOR PURPOSES SPECIFIED                                                     23

    SECTION 3.4      REPRESENTATIONS AND WARRANTIES BY THE PARTIES                                               23

    SECTION 3.5      CERTAIN ERISA MATTERS                                                                       25


ARTICLE 4. CAPITAL CONTRIBUTIONS                                                                                 25

    SECTION 4.1      CAPITAL CONTRIBUTIONS OF THE PARTNERS                                                       25

    SECTION 4.2      LOANS BY THIRD PARTIES                                                                      26

    SECTION 4.3      ADDITIONAL FUNDING AND CAPITAL CONTRIBUTIONS                                                26

    SECTION 4.4      STOCK INCENTIVE PLAN                                                                        29

    SECTION 4.5      NO PREEMPTIVE RIGHTS                                                                        29

    SECTION 4.6      OTHER CONTRIBUTION PROVISIONS                                                               29
</TABLE>

                                       i

<PAGE>   3


<TABLE>
<S>                                                                                                            <C>
ARTICLE 5. DISTRIBUTIONS                                                                                         29

    SECTION 5.1      REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS                                           29

    SECTION 5.2      DISTRIBUTIONS IN KIND                                                                       30

    SECTION 5.3      DISTRIBUTIONS UPON LIQUIDATION                                                              30

    SECTION 5.4      DISTRIBUTIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS                       30

    SECTION 5.5      CHARACTER OF PLP DISTRIBUTIONS                                                              31


ARTICLE 6. ALLOCATIONS                                                                                           31

    SECTION 6.1      TIMING AND AMOUNT OF ALLOCATIONS OF NET INCOME AND NET LOSS                                 31

    SECTION 6.2      GENERAL ALLOCATIONS                                                                         31

    SECTION 6.3      ADDITIONAL ALLOCATION PROVISIONS                                                            34

    SECTION 6.4      TAX ALLOCATIONS                                                                             36


ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS                                                                 37

    SECTION 7.1      MANAGEMENT                                                                                  37

    SECTION 7.2      CERTIFICATE OF LIMITED PARTNERSHIP                                                          40

    SECTION 7.3      RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY                                                 41

    SECTION 7.4      REIMBURSEMENT OF THE GENERAL PARTNER                                                        43

    SECTION 7.5      OUTSIDE ACTIVITIES OF THE GENERAL PARTNER                                                   44

    SECTION 7.6      CONTRACTS WITH AFFILIATES                                                                   45

    SECTION 7.7      INDEMNIFICATION                                                                             45

    SECTION 7.8      LIABILITY OF THE GENERAL PARTNER                                                            47

    SECTION 7.9      OTHER MATTERS CONCERNING THE GENERAL PARTNER                                                48

    SECTION 7.10     TITLE TO PARTNERSHIP ASSETS                                                                 49

    SECTION 7.11     RELIANCE BY THIRD PARTIES                                                                   49


ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS                                                            50

    SECTION 8.1      LIMITATION OF LIABILITY                                                                     50

    SECTION 8.2      MANAGEMENT OF BUSINESS                                                                      50
</TABLE>


                                       ii

<PAGE>   4


<TABLE>
<S>                                                                                                             <C>
    SECTION 8.3      OUTSIDE ACTIVITIES OF LIMITED PARTNERS                                                      50

    SECTION 8.4      RETURN OF CAPITAL                                                                           50

    SECTION 8.5      RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP                                      51

    SECTION 8.6      COMMON LIMITED PARTNER REDEMPTION RIGHTS                                                    52


ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS                                                                54

    SECTION 9.1      RECORDS AND ACCOUNTING                                                                      54

    SECTION 9.2      FISCAL YEAR                                                                                 54

    SECTION 9.3      REPORTS                                                                                     54

    SECTION 9.4      NONDISCLOSURE OF CERTAIN INFORMATION                                                        55


ARTICLE 10. TAX MATTERS                                                                                          55

    SECTION 10.1     PREPARATION OF TAX RETURNS                                                                  55

    SECTION 10.2     TAX ELECTIONS                                                                               55

    SECTION 10.3     TAX MATTERS PARTNER                                                                         55

    SECTION 10.4     ORGANIZATIONAL EXPENSES                                                                     57

    SECTION 10.5     WITHHOLDING                                                                                 57


ARTICLE 11. TRANSFERS AND WITHDRAWALS                                                                            58

    SECTION 11.1     TRANSFER                                                                                    58

    SECTION 11.2     TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST                                          58

    SECTION 11.3     LIMITED PARTNERS' RIGHTS TO TRANSFER                                                        60

    SECTION 11.4     SUBSTITUTED LIMITED PARTNERS                                                                62

    SECTION 11.5     ASSIGNEES                                                                                   63

    SECTION 11.6     GENERAL PROVISIONS                                                                          63


ARTICLE 12. ADMISSION OF PARTNERS                                                                                65

    SECTION 12.1     ADMISSION OF SUCCESSOR GENERAL PARTNER                                                      65

    SECTION 12.2     ADMISSION OF ADDITIONAL LIMITED PARTNERS                                                    66

    SECTION 12.3     AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP                               66
</TABLE>


                                      iii

<PAGE>   5


<TABLE>
<S>                                                                                                             <C>
ARTICLE 13. DISSOLUTION AND LIQUIDATION                                                                          66

    SECTION 13.1     DISSOLUTION                                                                                 66

    SECTION 13.2     WINDING UP                                                                                  67

    SECTION 13.3     COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS                                          68

    SECTION 13.4     DEEMED DISTRIBUTION AND RECONTRIBUTION                                                      69

    SECTION 13.5     RIGHTS OF LIMITED PARTNERS                                                                  69

    SECTION 13.6     NOTICE OF DISSOLUTION                                                                       70

    SECTION 13.7     CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP                                          70

    SECTION 13.8     REASONABLE TIME FOR WINDING-UP                                                              70

    SECTION 13.9     WAIVER OF PARTITION                                                                         70


ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS                                                         70

    SECTION 14.1     AMENDMENTS                                                                                  70

    SECTION 14.2     ACTION BY THE PARTNERS                                                                      71


ARTICLE 15. GENERAL PROVISIONS                                                                                   71

    SECTION 15.1     ADDRESSES AND NOTICE                                                                        71

    SECTION 15.2     TITLES AND CAPTIONS                                                                         72

    SECTION 15.3     PRONOUNS AND PLURALS                                                                        72

    SECTION 15.4     FURTHER ACTION                                                                              72

    SECTION 15.5     BINDING EFFECT                                                                              72

    SECTION 15.6     CREDITORS                                                                                   72

    SECTION 15.7     WAIVER                                                                                      72

    SECTION 15.8     COUNTERPARTS                                                                                72

    SECTION 15.9     APPLICABLE LAW                                                                              73

    SECTION 15.10    INVALIDITY OF PROVISIONS                                                                    73

    SECTION 15.11    LIMITATION TO PRESERVE REIT STATUS                                                          73

    SECTION 15.12    ENTIRE AGREEMENT                                                                            74

    SECTION 15.13    NO RIGHTS AS STOCKHOLDERS                                                                   74
</TABLE>


                                       iv

<PAGE>   6

<TABLE>
<S>                                                                                                             <C>
ARTICLE 16. SERIES A PREFERRED UNITS                                                                             74

    SECTION 16.1     DESIGNATION AND NUMBER                                                                      74

    SECTION 16.2     SECTION 16.2 RANKING                                                                        74

    SECTION 16.3     SECTION 16.3. DISTRIBUTIONS                                                                 74

    SECTION 16.4     LIQUIDATION PROCEEDS                                                                        76

    SECTION 16.5     REDEMPTION                                                                                  76

    SECTION 16.6     VOTING RIGHTS                                                                               78

    SECTION 16.7     TRANSFER RESTRICTIONS                                                                       78

    SECTION 16.8     NO CONVERSION RIGHTS                                                                        78

    SECTION 16.9     NO SINKING FUND                                                                             78


ARTICLE 17. SERIES B PREFERRED UNITS                                                                             79

    SECTION 17.1     DESIGNATION AND NUMBER                                                                      79

    SECTION 17.2     RANKING                                                                                     79

    SECTION 17.3     DISTRIBUTIONS                                                                               79

    SECTION 17.4     LIQUIDATION PROCEEDS                                                                        81

    SECTION 17.5     REDEMPTION                                                                                  81

    SECTION 17.6     VOTING RIGHTS                                                                               83

    SECTION 17.7     TRANSFER RESTRICTIONS                                                                       84

    SECTION 17.8     EXCHANGE RIGHTS                                                                             84

    SECTION 17.9     NO CONVERSION RIGHTS                                                                        89

    SECTION 17.10    NO SINKING FUND                                                                             89


ARTICLE 18. SERIES J PREFERRED UNITS                                                                             89

    SECTION 18.1     DESIGNATION AND NUMBER                                                                      89

    SECTION 18.2     RANKING                                                                                     89

    SECTION 18.3     DISTRIBUTIONS                                                                               89

    SECTION 18.4     LIQUIDATION PROCEEDS                                                                        91

    SECTION 18.5     REDEMPTION                                                                                  92
</TABLE>


                                       v

<PAGE>   7

<TABLE>
<S>                                                                                                             <C>
    SECTION 18.6     VOTING RIGHTS                                                                               93

    SECTION 18.7     TRANSFER RESTRICTIONS                                                                       94

    SECTION 18.8     EXCHANGE RIGHTS                                                                             95

    SECTION 18.9     NO CONVERSION RIGHTS                                                                        99

    SECTION 18.10    NO SINKING FUND                                                                             99
</TABLE>



                                       vi


<PAGE>   8

                           FIFTH AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               AMB PROPERTY, L.P.

           THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of September 21, 2001, is entered into by and among AMB Property
Corporation, a Maryland corporation (the "Company"), as the General Partner, and
the Persons whose names are set forth on Exhibit A attached hereto, as the
Limited Partners (the "Existing Limited Partners"), together with any other
Persons who become Partners in the Partnership as provided herein.

           WHEREAS, pursuant to Sections 7.3D(ii) and (iii), the Partnership
Agreement may be amended by the General Partner to reflect the issuance of
additional Partnership Interests pursuant to Sections 4.3.C, 4.3.F and 4.4 and
to set forth the designations, rights, powers, duties and preferences of the
holders of any additional Partnership Interests issued pursuant to Article 4;
and

           WHEREAS, the General Partner and the Partnership believe it is
desirable and in the best interest of the Partnership to amend and restate the
Partnership Agreement as set forth herein.

           NOW, THEREFORE, pursuant to Sections 2.4 and 7.3D(ii) and (iii) of
the Partnership Agreement, the General Partner, on its own behalf and as
attorney-in-fact for the Limited Partners, hereby amends and restates the
Partnership Agreement as follows:

                                   ARTICLE 1.
                     DEFINED TERMS AND RULES OF CONSTRUCTION

           Section 1.1 Definitions

           The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

           "Act" means the Delaware Revised Uniform Limited Partnership Act, as
it may be amended from time to time, and any successor to such statute.

           "Additional Funds" shall have the meaning set forth in Section 4.3.A.

           "Additional Limited Partner" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 12.2 and who is shown as
such on the books and records of the Partnership.


<PAGE>   9

           "Adjusted Capital Account Deficit" means, with respect to any
Partner, the deficit balance, if any, in such Partner's Capital Account as of
the end of the relevant fiscal year, after giving effect to the following
adjustments:

           (i)     decrease such deficit by any amounts which such Partner is
                   obligated to restore pursuant to this Agreement or is deemed
                   to be obligated to restore pursuant to Regulations Section
                   1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of
                   Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and

           (ii)    increase such deficit by the items described in Regulations
                   Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

           The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

           "Adjustment Date" shall have the meaning set forth in Section 4.3.E.

           "Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by or under common control with such Person.

           "Agreed Value" means (i) in the case of any Contributed Property set
forth in Exhibit A and as of the time of its contribution to the Partnership,
the Agreed Value of such property as set forth in Exhibit A; (ii) in the case of
any Contributed Property not set forth in Exhibit A and as of the time of its
contribution to the Partnership, the fair market value of such property or other
consideration as determined by the General Partner, reduced by any liabilities
either assumed by the Partnership upon such contribution or to which such
property is subject when contributed; and (iii) in the case of any property
distributed to a Partner by the Partnership, the fair market value of such
property as determined by the General Partner at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner upon
such distribution or to which such property is subject at the time of the
distribution as determined under Section 752 of the Code and the Regulations
thereunder.

           "Agreement" means this Fifth Amended and Restated Agreement of
Limited Partnership, as it may be amended, modified, supplemented or restated
from time to time.

           "Appraisal" means with respect to any assets, the opinion of an
independent third party experienced in the valuation of similar assets, selected
by the General Partner in good faith; such opinion may be in the form of an
opinion by such independent third party that the value for such asset as set by
the General Partner is fair, from a financial point of view, to the Partnership.

           "Assignee" means a Person to whom one or more Partnership Units have
been transferred in a manner permitted under this Agreement, but who has not
become a Substituted Limited Partner, and who has the rights set forth in
Section 11.5.

           "Available Cash" means, with respect to any period for which such
calculation is being made, (i) the sum of:



                                       2
<PAGE>   10

                   (a) the Partnership's Net Income or Net Loss (as the case may
           be) for such period,

                   (b) Depreciation and all other noncash charges deducted in
           determining Net Income or Net Loss for such period,

                   (c) the amount of any reduction in reserves of the
           Partnership referred to in clause (ii)(f) below (including, without
           limitation, reductions resulting because the General Partner
           determines such amounts are no longer necessary),

                   (d) the excess of the net proceeds from the sale, exchange,
           disposition, or refinancing of Partnership property for such period
           over the gain (or loss, as the case may be) recognized from any such
           sale, exchange, disposition, or refinancing during such period
           (excluding Terminating Capital Transactions), and

                   (e) all other cash received by the Partnership for such
           period that was not included in determining Net Income or Net Loss
           for such period;

           (ii)    less the sum of:

                   (a) all principal debt payments made during such period by
           the Partnership,

                   (b) capital expenditures made by the Partnership during such
           period,

                   (c) investments in any entity (including loans made thereto)
           to the extent that such investments are not otherwise described in
           clauses (ii)(a) or (b),

                   (d) all other expenditures and payments not deducted in
           determining Net Income or Net Loss for such period,

                   (e) any amount included in determining Net Income or Net Loss
           for such period that was not received by the Partnership during such
           period,

                   (f) the amount of any increase in reserves established during
           such period which the General Partner determines are necessary or
           appropriate in its sole and absolute discretion, and

                   (g) the amount of any working capital accounts and other cash
           or similar balances which the General Partner determines to be
           necessary or appropriate in its sole and absolute discretion.

           Notwithstanding the foregoing, Available Cash shall not include any
cash received or reductions in reserves, or take into account any disbursements
made or reserves established, after commencement of the dissolution and
liquidation of the Partnership.

           "Board of Directors" means the Board of Directors of the General
Partner.



                                       3
<PAGE>   11

           "Business Day" means each day, other than a Saturday or a Sunday,
which is not a day on which banking institutions in Los Angeles, California or
New York, New York are authorized or required by law, regulation or executive
order to close.

           "Capital Account" means, with respect to any Partner, the Capital
Account maintained for such Partner in accordance with the following provisions:

           (i) To each Partner's Capital Account there shall be added such
Partner's Capital Contributions, such Partner's share of Net Income and any
items in the nature of income or gain which are specially allocated pursuant to
Section 6.3, and the amount of any Partnership liabilities assumed by such
Partner or which are secured by any property distributed to such Partner.

           (ii) From each Partner's Capital Account there shall be subtracted
the amount of cash and the Gross Asset Value of any property distributed to such
Partner pursuant to any provision of this Agreement, such Partner's distributive
share of Net Losses and any items in the nature of expenses or losses which are
specially allocated pursuant to Section 6.3 hereof, and the amount of any
liabilities of such Partner assumed by the Partnership or which are secured by
any property contributed by such Partner to the Partnership.

           (iii) In the event any interest in the Partnership is transferred in
accordance with the terms of this Agreement, the transferee shall succeed to the
Capital Account of the transferor to the extent it relates to the transferred
interest.

           (iv) In determining the amount of any liability for purposes of
subsections (i) and (ii) hereof, there shall be taken into account Code Section
752(c) and any other applicable provisions of the Code and Regulations.

           (v) The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and
applied in a manner consistent with such Regulations. In the event the General
Partner shall determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership, the
General Partner, or the Limited Partners) are computed in order to comply with
such Regulations, the General Partner may make such modification; provided that,
it is not likely to have a material effect on the amounts distributable to any
Person pursuant to Article 13 of this Agreement upon the dissolution of the
Partnership. The General Partner also shall (a) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of
the Partners and the amount of Partnership capital reflected on the
Partnership's balance sheet, as computed for book purposes, in accordance with
Regulations Section 1.704-1(b)(2)(iv)(q) and (b) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Regulations Section 1.704-1(b) or Section 1.704-2.



                                       4
<PAGE>   12

           "Capital Contribution" means, with respect to any Partner, the amount
of money and the initial Gross Asset Value of any property (other than money)
contributed to the Partnership by such Partner.

           "Cash Amount" means, with respect to any Partnership Units subject to
a Redemption, an amount of cash equal to the Deemed Partnership Interest Value
attributable to such Partnership Units.

           "Certificate" means the Certificate of Limited Partnership relating
to the Partnership filed in the office of the Secretary of State of Delaware, as
amended from time to time in accordance with the terms hereof and the Act.

           "Charter" means the Company's Articles of Incorporation as of
November 24, 1997, as amended by the Articles Supplementary filed with the
Maryland Department of Assessments and Taxation on July 23, 1998, as further
amended by the Articles Supplementary filed with the Maryland Department of
Assessments and Taxation on November 12, 1998, as further amended by the
Articles Supplementary filed by the Corporation on November 25, 1998, as further
amended by the Certificate of Correction filed by the Corporation on March 18,
1999, as further amended by the Articles Supplementary filed with the Maryland
Department of Assessments and Taxation on May 5, 1999, as further amended by the
Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on August 31, 1999, as further amended by the Articles Supplementary
filed with the Maryland Department of Assessments and Taxation on March 23,
2000, as further amended by the Articles Supplementary with the Maryland
Department of Assessments and Taxation on August 30, 2000, as further amended by
the Articles Supplementary filed with the Maryland Department of Assessments and
Taxation on September 1, 2000, as further amended by the Articles Supplementary
filed with the Maryland Department of Assessments and Taxation on March 21,
2001, as further amended by the Articles Supplementary filed with the Maryland
Department of Assessments and Taxation on September 24, 2001 and as further
amended or restated from time to time.

           "Code" means the Internal Revenue Code of 1986, as amended from time
to time or any successor statute thereto, as interpreted by the applicable
regulations thereunder. Any reference herein to a specific section or sections
of the Code shall be deemed to include a reference to any corresponding
provision of future law.

           "Common Unit" means each Partnership Unit that is not entitled to any
preference with respect to any other Partnership Unit as to distribution or
voluntary or involuntary liquidation, dissolution or winding up of the
Partnership.

           "Consent" means the consent to, approval of, or vote on a proposed
action by a Partner given in accordance with Article 14 hereof.

           "Consent of the Limited Partners" means the Consent of a Majority in
Interest of the Limited Partners, other than the Preferred Limited Partners,
which Consent shall be obtained prior to the taking of any action for which it
is required by this Agreement and may be given or withheld by a Majority in
Interest of the Limited Partners, unless otherwise expressly provided herein, in
their sole and absolute discretion.



                                       5
<PAGE>   13

           "Consent of the Partners" means the Consent of Partners, other than
the Preferred Limited Partners, holding Percentage Interests that in the
aggregate are equal to or greater than a majority of the aggregate Percentage
Interests of all Partners, other than the Preferred Limited Partners, which
Consent shall be obtained prior to the taking of any action for which it is
required by this Agreement and may be given or withheld by such Partners, in
their sole and absolute discretion.

           "Constructively Own" means ownership under the constructive ownership
rules described in Exhibit C.

           "Contributed Property" means each property or other asset, in such
form as may be permitted by the Act, but excluding cash, contributed or deemed
contributed to the Partnership (or, to the extent provided in applicable
regulations, deemed contributed by the Partnership on termination and
reconstitution thereof pursuant to Section 708 of the Code).

           "Debt" means, as to any Person, as of any date of determination: (i)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services; (ii) all amounts owed by such Person to banks or
other Persons in respect of reimbursement obligations under letters of credit,
surety bonds and other similar instruments guaranteeing payment or other
performance of obligations by such Person; (iii) all indebtedness for borrowed
money or for the deferred purchase price of property or services secured by any
lien on any property owned by such Person, to the extent attributable to such
Person's interest in such property, even though such Person has not assumed or
become liable for the payment thereof; and (iv) lease obligations of such Person
which, in accordance with generally accepted accounting principles, should be
capitalized.

           "Deemed Partnership Interest Value" means, as of any date with
respect to any class of Partnership Interests, the Deemed Value of the
Partnership Interests of such class multiplied by the applicable Partner's
Percentage Interest of such class.

           "Deemed Value of the Partnership Interests" means, as of any date
with respect to any class or series of Partnership Interests, (i) the total
number of Partnership Units of the General Partner in such class or series of
Partnership Interests (as provided for in Sections 4.1 and 4.3.C) issued and
outstanding as of the close of business on such date multiplied by the Fair
Market Value determined as of such date of a share of capital stock of the
General Partner which corresponds to such class or series of Partnership
Interests, as adjusted pursuant to Section 7.5 (in the event the General Partner
acquires material assets, other than on behalf of the Partnership) and for stock
dividends and distributions, stock splits and subdivisions, reverse stock splits
and combinations, distribution of warrants or options and distributions of
evidences of indebtedness or assets not received by the General Partner pursuant
to a pro rata distribution by the Partnership; (ii) divided by the Percentage
Interest of the General Partner in such class or series of Partnership Interests
on such date; provided, that if no outstanding shares of capital stock of the
General Partner correspond to a class of series of Partnership Interests, the
Deemed Value of the Partnership Interests with respect to such class or series
shall be equal to an amount reasonably determined by the General Partner.



                                       6
<PAGE>   14

           "Depreciation" means, for each fiscal year or other period, an amount
equal to the depreciation, amortization or other cost recovery deduction
allowable with respect to an asset for such year or other period, except that if
the Gross Asset Value of an asset differs from its adjusted basis for Federal
income tax purposes at the beginning of such year or other period, Depreciation
shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the Federal income tax depreciation, amortization or other cost
recovery deduction for such year or other period bears to such beginning
adjusted tax basis; provided, however, that if the Federal income tax
depreciation, amortization or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Gross
Asset Value using any reasonable method selected by the General Partner.

           "Effective Date" means the date of closing of the initial public
offering of REIT Shares upon which date contributions set forth on Exhibit A
shall become effective.

           "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

           "Escrow Agreements" means one or more of the agreements between the
Company, the Partnership and one or more of the Performance Investors, dated as
of the closing of the date of the initial public offering of the common stock of
the General Partner, pursuant to which the Performance Investors have deposited
their Performance Shares in escrow for possible transfer to the General Partner
or the Partnership (as applicable).

           "Excess Performance Capital" means, with respect to a Performance
Partner, an amount equal to the number of Partnership Units held by such
Performance Partner, multiplied by the excess of (i) the Capital Account per
Partnership Unit for such Performance Partner; over (ii) the Capital Account per
Partnership Unit for a Limited Partner which is not a PLP or a Performance
Partner. For purposes of (ii) above, it shall be assumed that the Limited
Partner has no special arrangements with the Partnership, other than as set
forth in this Agreement, which would cause its Capital Account per Partnership
Unit to be different from the Capital Account per Partnership Unit of other
Limited Partners who are not Performance Partners or PLPs. If the Partner
described in (ii) above does not exist, the amount used for purposes of (ii)
shall be the projected Capital Account balance per Partnership Unit for such
Partner, determined in the reasonable discretion of the General Partner. For
purposes of this definition, to the extent the Capital Account of a Partner
which owns both Common Units and Preference Units is being considered, such
Capital Account shall be equal to such Partner's Capital Account determined
without regard to the adjustments arising from or as a result of the acquisition
or ownership of Preference Units by such Partner.

           "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

           "Fair Market Value" means, with respect to any share of capital stock
of the General Partner, the average of the daily market price for the ten (10)
consecutive trading days immediately preceding the date with respect to which
"Fair Market Value" must be determined hereunder or, if such date is not a
Business Day, the immediately preceding Business Day. The market price for each
such trading day shall be (i) if such shares are listed or admitted to trading


                                       7
<PAGE>   15

on any securities exchange or the Nasdaq National Market, the closing price,
regular way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day, (ii) if such shares are
not listed or admitted to trading on any securities exchange or the Nasdaq
National Market, the last reported sale price on such day or, if no sale takes
place on such day, the average of the closing bid and asked prices on such day,
as reported by a reliable quotation source designated by the General Partner or
(iii) if such shares are not listed or admitted to trading on any securities
exchange or the Nasdaq National Market and no such last reported sale price or
closing bid and asked prices are available, the average of the reported high bid
and low asked prices on such day, as reported by a reliable quotation source
designated by the General Partner, or if there shall be no bid and asked prices
on such day, the average of the high bid and low asked prices, as so reported,
on the most recent day (not more than ten (10) days prior to the date in
question) for which prices have been so reported; provided, that if there are no
bid and asked prices reported during the ten (10) days prior to the date in
question, the Fair Market Value of such shares shall be determined by the
General Partner acting in good faith on the basis of such quotations and other
information as it considers, in its reasonable judgment, appropriate. In the
event the REIT Shares Amount for such shares includes rights that a holder of
such shares would be entitled to receive, then the Fair Market Value of such
rights shall be determined by the General Partner acting in good faith on the
basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate; provided, that in connection with determining
the Deemed Value of the Partnership Interests for purposes of determining the
number of additional Partnership Units issuable upon a Capital Contribution
funded by an underwritten public offering of shares of capital stock of the
General Partner, the Fair Market Value of such shares shall be the public
offering price per share of such class of capital stock sold. Notwithstanding
the foregoing, the General Partner in its reasonable discretion may use a
different "Fair Market Value" for purposes of making the determinations under
subparagraph (ii) of the definition of "Gross Asset Value" and Section 4.3.E. in
connection with the contribution of Property to the Partnership by a
third-party, provided such value shall be based upon the value per REIT Share
(or per Partnership Unit) agreed upon by the General Partner and such
third-party for purposes of such contribution.

           "Funding Debt" means the incurrence of any Debt by or on behalf of
the General Partner for the purpose of providing funds to the Partnership.

           "General Partner" means the Company or its successors as general
partner of the Partnership.

           "General Partner Interest" means a Partnership Interest held by the
General Partner. A General Partner Interest may be expressed as a number of
Partnership Units.

           "General Partner Loan" shall have the meaning set forth in Section
4.3.B.

           "General Partner Payment" shall have the meaning set forth in Section
15.11.

           "Gross Asset Value" means, with respect to any asset, the asset's
adjusted basis for Federal income tax purposes, except as follows:



                                       8
<PAGE>   16

           (i) The initial Gross Asset Value of any asset contributed by a
Partner to the Partnership shall be the gross fair market value of such asset,
as determined by the contributing Partner and the General Partner (as set forth
on Exhibit A attached hereto, as such Exhibit may be amended from time to time);
provided, that if the contributing Partner is the General Partner then, except
with respect to the General Partner's initial Capital Contribution which shall
be determined as set forth on Exhibit A, or capital contributions of cash, REIT
Shares or other shares of capital stock of the General Partner, the
determination of the fair market value of the contributed asset shall be
determined by (a) the price paid by the General Partner if the asset is acquired
by the General Partner contemporaneously with its contribution to the
Partnership or (b) by Appraisal if otherwise acquired by the General Partner.

           (ii) Immediately prior to the times listed below, the Gross Asset
Values of all Partnership assets shall be adjusted to equal their respective
gross fair market values, as determined by the General Partner using such
reasonable method of valuation as it may adopt; provided, however, that for such
purpose, the net value of all of the Partnership assets, in the aggregate, shall
be equal to the Deemed Value of the Partnership Interests of all classes of
Partnership Interests then outstanding, regardless of the method of valuation
adopted by the General Partner:

           (a)     the acquisition of an additional interest in the Partnership
                   by a new or existing Partner in exchange for more than a de
                   minimis Capital Contribution, if the General Partner
                   reasonably determines that such adjustment is necessary or
                   appropriate to reflect the relative economic interests of the
                   Partners in the Partnership;

           (b)     the distribution by the Partnership to a Partner of more than
                   a de minimis amount of Partnership property as consideration
                   for an interest in the Partnership if the General Partner
                   reasonably determines that such adjustment is necessary or
                   appropriate to reflect the relative economic interests of the
                   Partners in the Partnership; the Partners agree that such an
                   adjustment is appropriate when the Partnership effects a
                   Redemption;

           (c)     the liquidation of the Partnership within the meaning of
                   Regulations Section 1.704-1(b)(2)(ii)(g);

           (d)     the issuance of Performance Units; and

           (e)     at such other times as the General Partner shall reasonably
                   determine necessary or advisable in order to comply with
                   Regulations Sections 1.704-1(b) and 1.704-2.

           (iii) The Gross Asset Value of any Partnership asset distributed to a
Partner shall be the gross fair market value of such asset on the date of
distribution as determined by the distributee and the General Partner; provided,
that if the distributee is the General Partner, or if the distributee and the
General Partner cannot agree on such a determination, by Appraisal.


                                       9
<PAGE>   17

           (iv) The Gross Asset Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that
Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to
the extent that the General Partner reasonably determines that an adjustment
pursuant to subparagraph (ii) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subparagraph (iv).

           (v) If the Gross Asset Value of a Partnership asset has been
determined or adjusted pursuant to subparagraph (i), (ii) or (iv), such Gross
Asset Value shall thereafter be adjusted by the Depreciation taken into account
with respect to such asset for purposes of computing Net Income and Net Losses.

           "Holder" means either the Partner or Assignee owning a Partnership
Unit.

           "Immediate Family" means, with respect to any natural Person, such
natural Person's estate or heirs or current spouse or former spouse, parents,
parents-in-law, children, siblings and grandchildren and any trust or estate,
all of the beneficiaries of which consist of such Person or such Person's
spouse, former spouse, parents, parents-in-law, children, siblings or
grandchildren.

           "IMS" means AMB Investment Management, Inc., a Maryland corporation,
and any of its direct or indirect subsidiaries.

           "Incapacity" or "Incapacitated" means: (i) as to any individual
Partner, death, total physical disability or entry by a court of competent
jurisdiction adjudicating him or her incompetent to manage his or her Person or
his or her estate; (ii) as to any corporation which is a Partner, the filing of
a certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter; (iii) as to any partnership which is a Partner, the
dissolution and commencement of winding up of the partnership; (iv) as to any
estate which is a Partner, the distribution by the fiduciary of the estate's
entire interest in the Partnership; (v) as to any trustee of a trust which is a
Partner, the termination of the trust (but not the substitution of a new
trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For
purposes of this definition, bankruptcy of a Partner shall be deemed to have
occurred when (a) the Partner commences a voluntary proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect, (b) the Partner is adjudged as
bankrupt or insolvent, or a final and nonappealable order for relief under any
bankruptcy, insolvency or similar law now or hereafter in effect has been
entered against the Partner, (c) the Partner executes and delivers a general
assignment for the benefit of the Partner's creditors, (d) the Partner files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Partner in any proceeding of the
nature described in clause (b) above, (e) the Partner seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator for the
Partner or for all or any substantial part of the Partner's properties, (f) any
proceeding seeking liquidation, reorganization or other relief under any
bankruptcy, insolvency or other similar law now or hereafter in effect has not
been dismissed within one hundred and



                                       10
<PAGE>   18

twenty (120) days after the commencement thereof, (g) the appointment without
the Partner's consent or acquiescence of a trustee, receiver or liquidator has
not been vacated or stayed within ninety (90) days of such appointment or (h) an
appointment referred to in clause (g) is not vacated within ninety (90) days
after the expiration of any such stay.

           "Indemnitee" means (i) any Person subject to a claim or demand or
made or threatened to be made a party to, or involved or threatened to be
involved in, an action, suit or proceeding by reason of his or her status as (a)
the General Partner or (b) a director, officer, employee or agent of the
Partnership or the General Partner and (ii) such other Persons (including
Affiliates of the General Partner or the Partnership) as the General Partner may
designate from time to time, in its sole and absolute discretion.

           "IRS" means the Internal Revenue Service, which administers the
internal revenue laws of the United States.

           "Junior Units" means Partnership Units representing any class or
series of Partnership Interest ranking, as to distributions or voluntary or
involuntary liquidation, dissolution or winding up of the Partnership, junior to
the Series A Preferred Units, the Series B Preferred Units and the Series J
Preferred Units.

           "Limited Partner" means any Person (including any PLP) named as a
Limited Partner in Exhibit A attached hereto, as such Exhibit may be amended
from time to time, any Substituted Limited Partner or Additional Limited
Partner, in such Person's capacity as a Limited Partner in the Partnership.

           "Limited Partnership Interest" means a Partnership Interest of a
Limited Partner representing a fractional part of the Partnership Interests of
all Limited Partners 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. A Limited Partnership Interest may be expressed as
a number of Partnership Units.

           "Liquidating Events" shall have the meaning set forth in Section
13.1.

           "Liquidator" shall have the meaning set forth in Section 13.2.A.

           "Majority in Interest of the Limited Partners" means Limited Partners
(other than the General Partner and any Limited Partner fifty percent (50%) or
more of whose equity is owned, directly or indirectly, by the General Partner,
and any Preferred Limited Partner) holding Percentage Interests that in the
aggregate are greater than fifty percent (50%) of the aggregate Percentage
Interests of all Limited Partners (other than the General Partner and any
Limited Partner fifty percent (50%) or more of whose equity is owned, directly
or indirectly, by the General Partner and any Preferred Limited Partner).

           "Majority in Interest of Partners" means Partners (other than
Preferred Limited Partners) holding Percentage Interests that are greater than
fifty percent (50%) of the aggregate Percentage Interests of all Partners (other
than Preferred Limited Partners).



                                       11
<PAGE>   19

           "Net Income" or "Net Loss" means for each fiscal year of the
Partnership, an amount equal to the Partnership's taxable income or loss for
such fiscal year, determined in accordance with Code Section 703(a) (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss), with the following adjustments:

           (i) Any income of the Partnership that is exempt from Federal income
tax and not otherwise taken into account in computing Net Income or Net Loss
pursuant to this definition of Net Income or Net Loss shall be added to such
taxable income or loss;

           (ii) Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
in computing Net Income or Net Loss pursuant to this definition of Net Income or
Net Loss shall be subtracted from such taxable income or loss;

           (iii) In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to subparagraph (ii) or (iii) of the definition of Gross Asset
Value, the amount of such adjustment shall be taken into account as gain or loss
from the disposition of such asset for purposes of computing Net Income or Net
Loss; in the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to subparagraph (ii) of the definition of Gross Asset Value, the amount
of such adjustment shall be taken into account as gain or loss from the
disposition of all Partnership assets in a Terminating Capital Transaction for
purposes of computing Net Income or Net Loss as set forth in Article 6;

           (iv) Gain or loss resulting from any disposition of property with
respect to which gain or loss is recognized for Federal income tax purposes
shall be computed by reference to the Gross Asset Value of the property disposed
of, notwithstanding that the adjusted tax basis of such property differs from
its Gross Asset Value;

           (v) In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such fiscal year;

           (vi) To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken
into account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Partner's interest in the Partnership, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases
the basis of the asset) or loss (if the adjustment decreases the basis of the
asset) from the disposition of the asset and shall be taken into account for
purposes of computing Net Income or Net Loss; and

           (vii) Notwithstanding any other provision of this definition of Net
Income or Net Loss, any items which are specially allocated pursuant to Section
6.3 shall not be taken into account in computing Net Income or Net Loss. The
amounts of the items of Partnership income, gain, loss, or deduction available
to be specially allocated pursuant to Section 6.3 shall be



                                       12
<PAGE>   20

determined by applying rules analogous to those set forth in this definition of
Net Income or Net Loss.

           "New Securities" means (i) any rights, options, warrants or
convertible or exchangeable securities having the right to subscribe for or
purchase REIT Shares or other shares of capital stock of the General Partner,
excluding grants under any Stock Incentive Plan or (ii) any Debt issued by the
General Partner that provides any of the rights described in clause (i).

           "Nonrecourse Deductions" shall have the meaning set forth in
Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for
a Partnership Year shall be determined in accordance with the rules of
Regulations Section 1.704-2(c).

           "Nonrecourse Liability" shall have the meaning set forth in
Regulations Section 1.752-1(a)(2).

           "Notice of Redemption" means the Notice of Redemption substantially
in the form of Exhibit B to this Agreement.

           "Offering Costs" means the aggregate amounts expended by the General
Partner which related to the organization of the Partnership and the General
Partner, or to the initial public offering or subsequent offerings of REIT
Shares or other shares of capital stock of the General Partner, the net proceeds
of which were used to make a contribution to the Partnership, in each case to
the extent such expenses of the General Partner were not reimbursed by the
Partnership.

           "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 the Series A
Preferred Units, the Series B Preferred Units and the Series J Preferred Units
with respect to distributions or rights upon voluntary or involuntary
liquidation, winding up or dissolution of the Partnership, or both, as the
context may require.

           "Partner" means a General Partner or a Limited Partner, and
"Partners" means the General Partner and the Limited Partners.

           "Partner Minimum Gain" means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

           "Partner Nonrecourse Debt" shall have the meaning set forth in
Regulations Section 1.704-2(b)(4).

           "Partner Nonrecourse Deductions" shall have the meaning set forth in
Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(i)(2).



                                       13
<PAGE>   21

           "Partnership" means the limited partnership formed under the Act and
pursuant to this Agreement, and any successor thereto.

           "Partnership Interest" means an ownership interest in the Partnership
of 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. There may be one or more
classes of Partnership Interests as provided in Section 4.3. A Partnership
Interest may be expressed as a number of Partnership Units. Unless otherwise
expressly provided for by the General Partner at the time of the original
issuance of any Partnership Interests, all Partnership Interests (whether of a
Limited Partner or a General Partner) shall be of the same class. The
Partnership Interests represented by the Common Units (including Performance
Units), the Series A Preferred Units, the Series B Preferred Units and the
Series J Preferred Units are the only Partnership Interests and each such type
of unit is a separate class of Partnership Interest for all purposes of this
Agreement.

           "Partnership Minimum Gain" shall have the meaning set forth in
Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain,
as well as any net increase or decrease in Partnership Minimum Gain, for a
Partnership Year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d).

           "Partnership Record Date" means the record date established by the
General Partner for the distribution of Available Cash with respect to Common
Units pursuant to Section 5.1 which record date shall be the same as the record
date established by the General Partner for a distribution to its stockholders
of some or all of its portion of such distribution.

           "Partnership Unit" means, with respect to any class of Partnership
Interest, a fractional, undivided share of such class of Partnership Interest
issued pursuant to Sections 4.1 and 4.3 (including Performance Units). The
ownership of Partnership Units may be evidenced by a certificate for units
substantially in the form of Exhibit D-1 or D-2 hereto or as the General Partner
may determine with respect to any class of Partnership Units issued from time to
time under Sections 4.1 and 4.3.

           "Partnership Year" means the fiscal year of the Partnership, which
shall be the calendar year.

           "Percentage Interest" means, as to a Partner holding a class of
Partnership Interests, its interest in the Partnership as determined by dividing
the Partnership Units of such class owned by such Partner by the total number of
Partnership Units of such class then outstanding as specified in Exhibit A
attached hereto, as such Exhibit may be amended from time to time. If the
Partnership issues more than one class of Partnership Interest, the interest in
the Partnership among the classes of Partnership Interests shall be determined
as set forth in the amendment to the Partnership Agreement setting forth the
rights and privileges of such additional classes of Partnership Interest, if
any, as contemplated by Section 4.3.C.

           "Performance Amount" means, with respect to a PLP on a specified
date, (i) in the case of a Redemption, a number of Performance Units equal to
(a) the amount of such PLP's



                                       14
<PAGE>   22

Capital Account balance immediately following the revaluation of the
Partnership's assets as of such date pursuant to the definitions of "Gross Asset
Value" (paragraph (ii) therein) and "Net Income" (paragraph (iii) therein),
divided by (b) the Fair Market Value of a REIT Share; and (ii) in the case of an
exchange of Performance Units for the REIT Shares Amount, the same number of
Performance Units as determined pursuant to subparagraph (i) above.

           "Performance Investors" means shareholders of the General Partner and
Limited Partners who are parties to one or more of the Escrow Agreements.

           "Performance Partners" means Partners which had the number of their
Partnership Units reduced pursuant to Section 4.3.F.

           "Performance Shares" means a portion of the REIT Shares or
Partnership Units issued to the Performance Investors which were escrowed
pursuant to the Escrow Agreements for possible transfer to the General Partner
or the Partnership (as applicable), the applicable number of which for each
Performance Investor is described in the applicable Escrow Agreement.

           "Performance Units" means those Partnership Units issued pursuant to
Section 4.3.F.

           "Permitted Reason" means a termination of employment by reason of
death, disability, termination by the employer without "cause," or termination
by a Person of their employment for "good reason." For purposes of this
definition, "cause" shall mean (i) gross negligence or willful misconduct, (ii)
breach by the Person of the covenant not to compete provided in their employment
agreement during the one year period following the closing of the initial public
offering of common stock of the General Partner, (iii) fraud or other conduct
against the material best interests of the General Partner, the Partnership or
their subsidiaries, or (iv) conviction of a felony if such conviction has a
material adverse effect on the General Partner, the Partnership or their
subsidiaries. For purposes of this definition, "good reason" means (a) a
substantial adverse change in the nature or scope of a Person's responsibilities
or authority under the Person's employment agreement, or (b) an uncured breach
by the employer of any of its material obligations under such employment
agreement.

           "Person" means an individual or a corporation, partnership, limited
liability company, trust, unincorporated organization, association or other
entity.

           "Plan Asset Regulation" means the regulations promulgated by the
United States Department of Labor in Title 29, Code of Federal Regulations, Part
2510, Section 101-3, and any successor regulations thereto.

           "Pledge" shall have the meaning set forth in Section 11.3.A.

           "PLP" means at any time, any Person who then owns one or more
Performance Units, including Performance Units which have not vested.



                                       15
<PAGE>   23


           "Preferred Distribution Shortfall" shall have the meaning given to
such term in Section 5.1 hereof.

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

           "Preferred Share" means a share of the General Partner's preferred
stock, par value $.01 per share, with such rights, priorities and preferences as
shall be designated by the Board of Directors in accordance with the Charter.

           "Preferred Unit" means a Partnership Unit representing a Partnership
Interest, with such rights, priorities and preferences as shall be designated by
the General Partner pursuant to Section 4.3.C hereof, including without
limitation, the Series A Preferred Units, the Series B Preferred Units and the
Series J Preferred Units.

           "Priority Return" means with respect to (i) the Series A Preferred
Units, the Series A Priority Return, (ii) the Series B Preferred Units, the
Series B Priority Return and (iii) the Series J Preferred Units, the Series J
Priority Return.

           "Properties" means such interests in real property and personal
property including without limitation, fee interests, interests in ground
leases, interests in joint ventures, interests in mortgages, and Debt
instruments as the Partnership may hold from time to time.

           "Qualified REIT Subsidiary" means any Subsidiary of the General
Partner that is a "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.

           "Qualified Transferee" means an "Accredited Investor" as defined in
Rule 501 promulgated under the Securities Act.

           "Redemption" shall have the meaning set forth in Section 8.6.A.

           "Regulations" means the Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

           "Regulatory Allocations" shall have the meaning set forth in Section
6.3.A(viii).

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

           "REIT Requirements" shall have the meaning set forth in Section 5.1.

           "REIT Share" means a share of common stock, par value $.01 per share,
of the General Partner.



                                       16
<PAGE>   24

           "REIT Shares Amount" means, as of any date, an aggregate number of
REIT Shares equal to the number of Tendered Units, or in the case of Section
11.2.B, all Units, as adjusted pursuant to Section 7.5 (in the event the General
Partner acquires material assets, other than on behalf of the Partnership) and
for stock dividends and distributions, stock splits and subdivisions, reverse
stock splits and combinations, distributions of rights, warrants or options, and
distributions of evidences of indebtedness or assets relating to assets not
received by the General Partner pursuant to a pro rata distribution by the
Partnership.

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

           "Series A Articles Supplementary" means the Articles Supplementary of
the General Partner in connection with its Series A Preferred Shares, as filed
with the Maryland Department of Revenue and Taxation on July 23, 1998.

           "Series A Preferred Capital" means a Capital Account balance equal to
the product of (i) the number of Series A Preferred Units then held by the
Partner multiplied by (ii) the sum of $25 and any Preferred Distribution
Shortfall per Series A Preferred Unit.

           "Series A Preferred Share" means a share of 8 1/2% Series A
Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation
preference $25 per share, of the General Partner.

           "Series A Preferred Units" means the Partnership's 8 1/2% Series A
Cumulative Redeemable Partnership Units.

           "Series A Preferred Unit Distribution Payment Date" shall have the
meaning set forth in Section 16.3.A hereof.

           "Series A Priority Return" shall mean an amount equal to 8 1/2% per
annum on an amount equal to $25 per Series A Preferred Unit then outstanding
(equivalent to $2.125 per annum). Such amount shall be determined on a daily
basis computed on the basis of a 360-day year of twelve 30-day months (or actual
days for any month which is shorter than a full monthly period), cumulative from
July 27, 1998 to the extent not distributed for any given distribution period
pursuant to Sections 5.1 and 16.3 hereof. Notwithstanding the foregoing,
distributions on the Series A Preferred Units will accrue 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 distributions on the Series A Preferred Units will accumulate as of
the Preferred Unit Distribution Payment Date on which they first become payable.

           "Series B Articles Supplementary" means the Articles Supplementary of
the General Partner in connection with its Series B Preferred Shares, as filed
with the Maryland Department of Revenue and Taxation on November 12, 1998.



                                       17
<PAGE>   25

           "Series B Limited Partner" means any Person holding Series B
Preferred Units and named as a Series B 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 Limited Partner in the
Partnership.

           "Series B Preferred Capital" means a Capital Account balance equal to
the product of (i) the number of Series B Preferred Units then held by the
Partner multiplied by (ii) the sum of $50 and any Preferred Distribution
Shortfall per Series B Preferred Unit.

           "Series B Preferred Share" means a share of 8S% Series B Cumulative
Redeemable Preferred Stock, par value $.01 per share, liquidation preference $50
per share, of the General Partner.

           "Series B Preferred Units" means the Partnership's 8S% Series B
Cumulative Redeemable Partnership Units.

           "Series B Preferred Unit Distribution Payment Date" shall have the
meaning set forth in Section 17.3.A hereof.

           "Series B Priority Return" shall mean an amount equal to 8S% per
annum on an amount equal to $50 per Series B Preferred Unit then outstanding
(equivalent to $4.3125 per annum). Such amount shall be determined on a daily
basis computed on the basis of a 360-day year of twelve 30-day months (or actual
days for any month which is shorter than a full monthly period), cumulative from
November 12, 1998 to the extent not distributed for any given distribution
period pursuant to Sections 5.1 and 17.3 hereof. Notwithstanding the foregoing,
distributions on the Series B Preferred Units will accrue 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 distributions on the Series B Preferred Units will accumulate as of
the Preferred Unit Distribution Payment Date on which they first become payable.

           "Series J Articles Supplementary" means the Articles Supplementary of
the General Partner in connection with its Series J Preferred Shares, as filed
with the Maryland Department of Revenue and Taxation on September 24, 2001.

           "Series J Limited Partner" means any Person holding Series J
Preferred Units and named as a Series J 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 Limited Partner in the
Partnership.

           "Series J Preferred Capital" means a Capital Account balance equal to
the product of (i) the number of Series J Preferred Units then held by the
Partner multiplied by (ii) the sum of $50 and any Preferred Distribution
Shortfall per Series J Preferred Unit.


                                       18
<PAGE>   26

           "Series J Preferred Share" means a share of 7.95% Series J Cumulative
Redeemable Preferred Stock, par value $.01 per share, liquidation preference $50
per share, of the General Partner.

           "Series J Preferred Units" means the Partnership's 7.95% Series J
Cumulative Redeemable Partnership Units.

           "Series J Preferred Unit Distribution Payment Date" shall have the
meaning set forth in Section 18.3.A hereof.

           "Series J Priority Return" shall mean an amount equal to 7.95% per
annum on an amount equal to $50 per Series J Preferred Unit then outstanding
(equivalent to $3.975 per annum). Such amount shall be determined on a daily
basis computed on the basis of a 360-day year of twelve 30-day months (or actual
days for any month which is shorter than a full monthly period), cumulative from
September 21, 2001 to the extent not distributed for any given distribution
period pursuant to Sections 5.1 and 18.3 hereof. Notwithstanding the foregoing,
distributions on the Series J Preferred Units will accrue 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 distributions on the Series J Preferred Units will accumulate as of
the Preferred Unit Distribution Payment Date on which they first become payable.

           "Specified Redemption Date" means the day of receipt by the General
Partner of a Notice of Redemption.

           "Stock Incentive Plan" means any stock incentive plan of the General
Partner.

           "Subsidiary" shall mean, with respect to any person, any corporation,
partnership, limited liability company, joint venture or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the
outstanding equity interests, is owned, directly or indirectly, by such person.

           "Subsidiary Partnership" means any partnership or limited liability
company that is a Subsidiary of the Partnership.

           "Substituted Limited Partner" means a Person who is admitted as a
Limited Partner to the Partnership pursuant to Section 11.4.

           "Surviving Partnership" shall have the meaning set forth in Section
11.2.C.

           "Tax Items" shall have the meaning set forth in Section 6.4.A.

           "Tenant" means any tenant from which the General Partner derives rent
either directly or indirectly through partnerships, including the Partnership.

           "Tendered Units" shall have the meaning set forth in Section 8.6.A.



                                       19
<PAGE>   27

           "Tendering Partner" shall have the meaning set forth in Section
8.6.A.

           "Terminating Capital Transaction" means any sale or other disposition
of all or substantially all of the assets of the Partnership or a related series
of transactions that, taken together, result in the sale or other disposition of
all or substantially all of the assets of the Partnership.

           "Termination Transaction" shall have the meaning set forth in Section
11.2.B.

           Section 1.2 Rules of Construction

           Unless otherwise indicated, all references herein to "REIT," "REIT
Requirements," "REIT Shares" and "REIT Shares Amount" with respect to the
General Partner shall apply only with reference to the Company.

                                   ARTICLE 2.
                             ORGANIZATIONAL MATTERS

           Section 2.1 Organization

           The Partnership is a limited partnership formed pursuant to the
provisions of the Act and upon the terms and conditions set forth in this
Agreement. Except as expressly provided herein, the rights and obligations of
the Partners and the administration and termination of the Partnership shall be
governed by the Act. The Partnership Interest of each Partner shall be personal
property for all purposes.

           Section 2.2 Name

           The name of the Partnership is AMB Property, L.P. The Partnership's
business may be conducted under any other name or names deemed advisable by the
General Partner, including the name of the General Partner or any Affiliate
thereof. The words "Limited Partnership," "L.P.," "Ltd." or similar words or
letters shall be included in the Partnership's name where necessary for the
purposes of complying with the laws of any jurisdiction that so requires. The
General Partner in its sole and absolute discretion may change the name of the
Partnership at any time and from time to time and shall notify the Limited
Partners of such change in the next regular communication to the Limited
Partners.

           Section 2.3 Resident Agent; Principal Office

           The name and address of the resident agent of the Partnership in the
State of Delaware is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801. The address of the principal office of the
Partnership in the State of Delaware is The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801 at such address. The principal office
of the Partnership is located at Pier 1, Bay 1, San Francisco, California 94111,
or such other place as the General Partner may from time to time designate by
notice to the Limited Partners. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General
Partner deems advisable.



                                       20
<PAGE>   28

           Section 2.4 Power of Attorney

           A. Each Limited Partner and each Assignee constitutes and appoints
the General Partner, any Liquidator, and authorized officers and
attorneys-in-fact of each, and each of those acting singly, in each case with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:

           (i)     execute, swear to, acknowledge, deliver, file and record in
                   the appropriate public offices: (a) all certificates,
                   documents and other instruments (including, without
                   limitation, this Agreement and the Certificate and all
                   amendments or restatements thereof) that the General Partner
                   or the Liquidator deems appropriate or necessary to form,
                   qualify or continue the existence or qualification of the
                   Partnership as a limited partnership (or a partnership in
                   which the Limited Partners have limited liability) in the
                   State of Delaware and in all other jurisdictions in which the
                   Partnership may conduct business or own property; (b) all
                   instruments that the General Partner or any Liquidator deems
                   appropriate or necessary to reflect any amendment, change,
                   modification or restatement of this Agreement in accordance
                   with its terms; (c) all conveyances and other instruments or
                   documents that the General Partner or any Liquidator deems
                   appropriate or necessary to reflect the dissolution and
                   liquidation of the Partnership pursuant to the terms of this
                   Agreement, including, without limitation, a certificate of
                   cancellation; (d) all instruments relating to the admission,
                   withdrawal, removal or substitution of any Partner pursuant
                   to, or other events described in, Articles 11, 12 and 13 or
                   the Capital Contribution of any Partner; and (e) all
                   certificates, documents and other instruments relating to the
                   determination of the rights, preferences and privileges of
                   Partnership Interests; and

           (ii)    execute, swear to, acknowledge and file all ballots,
                   consents, approvals, waivers, certificates and other
                   instruments appropriate or necessary, in the sole and
                   absolute discretion of the General Partner or any Liquidator,
                   to make, evidence, give, confirm or ratify any vote, consent,
                   approval, agreement or other action which is made or given by
                   the Partners hereunder or is consistent with the terms of
                   this Agreement or appropriate or necessary, in the sole
                   discretion of the General Partner or any Liquidator, to
                   effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner
or any Liquidator to amend this Agreement except in accordance with Article 14
or as may be otherwise expressly provided for in this Agreement.

           B. The foregoing power of attorney is hereby declared to be
irrevocable and a power coupled with an interest, in recognition of the fact
that each of the Partners will be relying upon the power of the General Partner
and any Liquidator to act as contemplated by this Agreement in any filing or
other action by it on behalf of the Partnership, and it shall survive and



                                       21
<PAGE>   29

not be affected by the subsequent Incapacity of any Limited Partner or Assignee
and the transfer of all or any portion of such Limited Partner's or Assignee's
Partnership Units and shall extend to such Limited Partner's or Assignee's
heirs, successors, assigns and personal representatives. Each such Limited
Partner or Assignee hereby agrees to be bound by any representation made by the
General Partner or any Liquidator, acting in good faith pursuant to such power
of attorney; and each such Limited Partner or Assignee hereby waives any and all
defenses which may be available to contest, negate or disaffirm the action of
the General Partner or any Liquidator, taken in good faith under such power of
attorney. Each Limited Partner or Assignee shall execute and deliver to the
General Partner or any Liquidator, within fifteen (15) days after receipt of the
General Partner's or Liquidator's request therefor, such further designation,
powers of attorney and other instruments as the General Partner or the
Liquidator, as the case may be, deems necessary to effectuate this Agreement and
the purposes of the Partnership.

           Section 2.5 Term

           The term of the Partnership commenced on October 15, 1997 and shall
continue until December 31, 2096 unless it is dissolved sooner pursuant to the
provisions of Article 13 or as otherwise provided by law.

           Section 2.6 Number of Partners

           Without the consent of the General Partner which may be given or
withheld in its sole discretion, the Partnership shall not at any time have more
than one hundred (100) partners (including as partners those persons indirectly
owning an interest in the Partnership through a partnership, limited liability
company, S corporation or grantor trust (such entity, a "flow through entity"),
but only if substantially all of the value of such person's interest in the flow
through entity is attributable to the flow through entity's interest (direct or
indirect) in the Partnership).

                                   ARTICLE 3.
                                     PURPOSE

           Section 3.1 Purpose and Business

           The purpose and nature of the business to be conducted by the
Partnership is (i) to conduct any business that may be lawfully conducted by a
limited partnership organized pursuant to the Act; provided, however, that such
business shall be limited to and conducted in such a manner as to permit the
General Partner at all times to be classified as a REIT for Federal income tax
purposes, unless the General Partner ceases to qualify as a REIT for reasons
other than the conduct of the business of the Partnership, (ii) to enter into
any partnership, joint venture or other similar arrangement to engage in any of
the foregoing or to own interests in any entity engaged, directly or indirectly,
in any of the foregoing and (iii) to do anything necessary or incidental to the
foregoing. In connection with the foregoing, and without limiting the General
Partner's right in its sole discretion to cease qualifying as a REIT, the
Partners acknowledge that the General Partner's current status as a REIT inures
to the benefit of all the Partners and not solely the General Partner.



                                       22
<PAGE>   30

           Section 3.2 Powers

           The Partnership is empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described herein and
for the protection and benefit of the Partnership, including, without
limitation, full power and authority, directly or through its ownership interest
in other entities, to enter into, perform and carry out contracts of any kind,
borrow money and issue evidences of indebtedness, whether or not secured by
mortgage, deed of trust, pledge or other lien, acquire and develop real
property, and manage, lease, sell, transfer and dispose of real property;
provided, however, not withstanding anything to the contrary in this Agreement,
the Partnership shall not take, or refrain from taking, any action which, in the
judgment of the General Partner, in its sole and absolute discretion, (i) could
adversely affect the ability of the General Partner to continue to qualify as a
REIT, (ii) absent the consent of the General Partner, which may be given or
withheld in its sole and absolute discretion, and except with respect to the
distribution of Available Cash to the Series B Limited Partners in accordance
with Section 17.3 and the Series J Limited Partners in accordance with Section
18.3, could subject the General Partner to any taxes under Section 857 or
Section 4981 of the Code, or (iii) could violate any law or regulation of any
governmental body or agency having jurisdiction over the General Partner or its
securities, unless any such action (or inaction) under the foregoing clauses
(i), (ii) or (iii) shall have been specifically consented to by the General
Partner in writing.

           Section 3.3 Partnership Only for Purposes Specified

           The Partnership shall be a partnership only for the purposes
specified in Section 3.1, and this Agreement shall not be deemed to create a
partnership among the Partners with respect to any activities whatsoever other
than the activities within the purposes of the Partnership as specified in
Section 3.1. Except as otherwise provided in this Agreement, no Partner shall
have any authority to act for, bind, commit or assume any obligation or
responsibility on behalf of the Partnership, its properties or any other
Partner. No Partner, in its capacity as a Partner under this Agreement, shall be
responsible or liable for any indebtedness or obligation of another Partner, nor
shall the Partnership be responsible or liable for any indebtedness or
obligation of any Partner, incurred either before or after the execution and
delivery of this Agreement by such Partner, except as to those responsibilities,
liabilities, indebtedness or obligations incurred pursuant to and as limited by
the terms of this Agreement and the Act.

           Section 3.4 Representations and Warranties by the Parties

           A. Each Partner that is an individual represents and warrants to each
other Partner that (i) such Partner has in the case of any Person other than an
individual, the power and authority, and in the case of an individual, the legal
capacity, to enter into this Agreement and perform such Partner's obligations
hereunder, (ii) the consummation of the transactions contemplated by this
Agreement to be performed by such Partner will not result in a breach or
violation of, or a default under, any agreement by which such Partner or any of
such Partner's property is or are bound, or any statute, regulation, order or
other law to which such Partner is subject, (iii) such Partner is neither a
"foreign person" within the meaning of Section 1445(f) of



                                       23
<PAGE>   31

the Code nor a "foreign partner" within the meaning of Section 1446(e) of the
Code and (iv) this Agreement has been duly executed and delivered by such
Partner and is binding upon, and enforceable against, such Partner in accordance
with its terms.

           B. Each Partner that is not an individual represents and warrants to
each other Partner that (i) its execution and delivery of this Agreement and all
transactions contemplated by this Agreement to be performed by it have been duly
authorized by all necessary action, including without limitation, that of its
general partner(s), committee(s), trustee(s), beneficiaries, directors and/or
stockholder(s), as the case may be, as required, (ii) the consummation of such
transactions shall not result in a breach or violation of, or a default under,
its certificate of limited partnership, partnership agreement, trust agreement,
limited liability company operating agreement, charter or by-laws, as the case
may be, any agreement by which such Partner or any of such Partner's properties
or any of its partners, beneficiaries, trustees or stockholders, as the case may
be, is or are bound, or any statute, regulation, order or other law to which
such Partner or any of its partners, trustees, beneficiaries or stockholders, as
the case may be, is or are subject, (iii) such Partner is neither a "foreign
person" within the meaning of Section 1445(f) of the Code nor a "foreign
partner" within the meaning of Section 1446(e) of the Code and (iv) this
Agreement has been duly executed and delivered by such Partner and is binding
upon, and enforceable against, such Partner in accordance with its terms.

           C. Each Partner represents, warrants and agrees that it has acquired
and continues to hold its interest in the Partnership for its own account for
investment only and not for the purpose of, or with a view toward, the resale or
distribution of all or any part thereof, nor with a view toward selling or
otherwise distributing such interest or any part thereof at any particular time
or under any predetermined circumstances. Each Partner further represents and
warrants that it is a sophisticated investor, able and accustomed to handling
sophisticated financial matters for itself, particularly real estate
investments, and that it has a sufficiently high net worth that it does not
anticipate a need for the funds it has invested in the Partnership in what it
understands to be a highly speculative and illiquid investment.

           D. Each Partner further represents, warrants and agrees as follows:

                   (i) Except as provided in Exhibit E, at any time such Partner
           actually or Constructively Owns a 25% or greater capital interest or
           profits interest in the Partnership, it does not and will not,
           without the prior written consent of the General Partner, actually
           own or Constructively Own (a) with respect to any Tenant that is a
           corporation, any stock of such Tenant and (b) with respect to any
           Tenant that is not a corporation, any interests in either the assets
           or net profits of such Tenant.

                   (ii) Except as provided in Exhibit F, at any time such
           Partner actually or Constructively Owns a 25% or greater capital
           interest or profits interest in the Partnership, it does not, and
           agrees that it will not without the prior written consent of the
           General Partner, actually own or Constructively Own, any stock in the
           General Partner, other than any REIT Shares or other shares of
           capital stock of the General Partner such Partner may acquire (a) as
           a result of an exchange of Tendered Units pursuant to Section 8.6 or
           (b) upon the exercise of options granted or delivery of REIT Shares
           pursuant to any



                                       24
<PAGE>   32

           Stock Incentive Plan, in each case subject to the ownership
           limitations set forth in the General Partner's Charter.

                   (iii) Upon request of the General Partner, it will disclose
           to the General Partner the amount of REIT Shares or other shares of
           capital stock of the General Partner that it actually owns or
           Constructively Owns.

                   (iv) It understands that if, for any reason, (a) the
           representations, warranties or agreements set forth in Section
           3.4.D(i) or (ii) are violated or (b) the Partnership's actual or
           Constructive Ownership of the REIT Shares or other shares of capital
           stock of the General Partner violates the limitations set forth in
           the Charter, then (x) some or all of the Redemption rights or rights
           of the Limited Partners to exchange Partnership Interests for Series
           B Preferred Shares or for Series J Preferred Shares may become
           non-exercisable, and (y) some or all of such shares owned by the
           Partners and/or some or all of the Partnership Interests owned by the
           Limited Partners may be automatically transferred to a trust for the
           benefit of a charitable beneficiary, as provided in the Charter and
           Exhibit J of this Agreement, respectively.

           E. The representations and warranties contained in Sections 3.4.A,
3.4.B, 3.4.C and 3.4.D shall survive the execution and delivery of this
Agreement by each Partner and the dissolution and winding up of the Partnership.

           F. Each Partner hereby acknowledges that no representations as to
potential profit, cash flows, funds from operations or yield, if any, in respect
of the Partnership or the General Partner have been made by any Partner or any
employee or representative or Affiliate of any Partner, and that projections and
any other information, including, without limitation, financial and descriptive
information and documentation, which may have been in any manner submitted to
such Partner shall not constitute any representation or warranty of any kind or
nature, express or implied.

           Section 3.5 Certain ERISA Matters

           Each Partner acknowledges that the Partnership is intended to qualify
as a "real estate operating company" (as such term is defined in the Plan Asset
Regulation). The General Partner will use its reasonable best efforts to
structure the investments in, relationships with and conduct with respect to
Properties and any other assets of the Partnership so that the Partnership will
be a "real estate operating company" (as such term is defined in the Plan Asset
Regulation).

                                   ARTICLE 4.
                              CAPITAL CONTRIBUTIONS

           Section 4.1 Capital Contributions of the Partners

           At the time of their respective execution of this Agreement, the
Partners shall make or shall have made Capital Contributions as set forth in
Exhibit A to this Agreement. The Partners shall own Partnership Units of the
class and in the amounts set forth in Exhibit A and shall have a Percentage
Interest in the Partnership as set forth in Exhibit A, which Percentage



                                       25
<PAGE>   33

Interest shall be adjusted in Exhibit A from time to time by the General Partner
to the extent necessary to accurately reflect exchanges, redemptions, Capital
Contributions, the issuance of additional Partnership Units (including the
issuance of Performance Units pursuant to Section 4.3.F) or similar events
having an effect on a Partner's Percentage Interest. Except as required by law
or as otherwise provided in Sections 4.3, 4.4 and 10.5, no Partner shall be
required or permitted to make any additional Capital Contributions or loans to
the Partnership. Unless otherwise specified by the General Partner at the time
of the creation of any class of Partnership Interests, the corresponding class
of capital stock for any Partnership Units issued shall be REIT Shares.

           Section 4.2 Loans by Third Parties

           Subject to Section 4.3, the Partnership may incur Debt, or enter into
other similar credit, guarantee, financing or refinancing arrangements for any
purpose (including, without limitation, in connection with any further
acquisition of Properties) with any Person that is not the General Partner upon
such terms as the General Partner determines appropriate; provided, that the
Partnership shall not incur any Debt that is recourse to the General Partner,
except to the extent otherwise agreed to by the General Partner in its sole
discretion.

           Section 4.3 Additional Funding and Capital Contributions

           A. General. The General Partner may, at any time and from time to
time, determine that the Partnership requires additional funds ("Additional
Funds") for the acquisition of additional Properties or for such other
Partnership purposes as the General Partner may determine. Additional Funds may
be raised by the Partnership, at the election of the General Partner, in any
manner provided in, and in accordance with, the terms of this Section 4.3. No
Person shall have any preemptive, preferential or similar right or rights to
subscribe for or acquire any Partnership Interest, except as set forth in this
Section 4.3.

           B. General Partner Loans. The General Partner may enter into a
Funding Debt, including, without limitation, Funding Debt that is convertible
into REIT Shares, and lend the Additional Funds to the Partnership (a "General
Partner Loan"); provided, however, that the General Partner shall not be
obligated to lend the net proceeds of any Funding Debt to the Partnership in a
manner that would be inconsistent with the General Partner's ability to remain
qualified as a REIT. If the General Partner enters into such a Funding Debt, the
General Partner Loan will consist of the net proceeds from such Funding Debt and
will be on comparable terms and conditions, including interest rate, repayment
schedule and costs and expenses, as shall be applicable with respect to or
incurred in connection with such Funding Debt.

           C. Issuance of Additional Partnership Interests. The General Partner
may raise all or any portion of the Additional Funds by accepting additional
Capital Contributions of cash. The General Partner may also accept additional
Capital Contributions of real property or other non-cash assets. In connection
with any such additional Capital Contributions (of cash or property), and
subject to Sections 17.6 and 18.6 hereof, the General Partner is hereby
authorized to cause the Partnership from time to time to issue to Partners
(including the General Partner) or other Persons (including, without limitation,
in connection with the contribution of property to the Partnership) additional
Partnership Units or other Partnership Interests in one or more classes,



                                       26
<PAGE>   34

or one or more series of any of such classes, with such designations,
preferences and relative, participating, optional or other special rights,
powers, and duties, including rights, powers, and duties senior to then existing
Limited Partnership Interests, all as shall be determined by the General Partner
in its sole and absolute discretion subject to Delaware law, and as set forth by
amendment to this Agreement, including without limitation: (i) the allocations
of items of Partnership income, gain, loss, deduction, and credit to such class
or series of Partnership Interests; (ii) the right of each such class or series
of Partnership Interests to share in Partnership distributions; (iii) the rights
of each such class or series of Partnership Interests upon dissolution and
liquidation of the Partnership; and (iv) the right to vote, including, without
limitation, the limited partner approval rights set forth in Section 11.2.A;
provided, that no such additional Partnership Units or other Partnership
Interests shall be issued to the General Partner unless either (a) the
additional Partnership Interests are issued in connection with the grant, award,
or issuance of shares of the General Partner pursuant to Section 4.3.D below,
which shares have designations, preferences, and other rights (except voting
rights) such that the economic interests attributable to such shares are
substantially similar to the designations, preferences and other rights of the
additional Partnership Interests issued to the General Partner in accordance
with this Section 4.3.C or (b) the additional Partnership Interests are issued
to all Partners holding Partnership Interests in the same class in proportion to
their respective Percentage Interests in such class. In the event that the
Partnership issues additional Partnership Interests pursuant to this Section
4.3.C, the General Partner shall make such revisions to this Agreement
(including but not limited to the revisions described in Sections 5.4, 6.2.C,
and 8.6) as it determines are necessary to reflect the issuance of such
additional Partnership Interests.

           D. Issuance of REIT Shares or Other Securities by the General
Partner. The General Partner shall not issue any additional REIT Shares (other
than REIT Shares issued pursuant to Section 8.6 or pursuant to a dividend or
distribution (including any stock split) of REIT Shares to all of its
stockholders or all of its stockholders who hold a class of stock of the General
Partner), other shares of capital stock of the General Partner (other than in
connection with the acquisition of Partnership Interests in exchange for capital
stock of the General Partner which corresponds in ranking to the Partnership's
Partnership Interests being acquired) or New Securities unless the General
Partner shall make a Capital Contribution of the net proceeds (including,
without limitation, cash and Properties) from the issuance of such additional
REIT Shares, other shares of capital stock or New Securities, as the case may
be, and from the exercise of the rights contained in such additional New
Securities, as the case may be. The General Partner's Capital Account shall be
increased by the amount of cash or the value of Properties so contributed.

           E. Percentage Interest Adjustments in the Case of Capital
Contributions for Partnership Units. Upon the acceptance of additional Capital
Contributions in exchange for any class or series of Partnership Units, the
Percentage Interest related thereto shall be equal to a fraction, the numerator
of which is equal to the amount of cash and the Agreed Value of the Properties
contributed as of the Business Day immediately preceding the date on which the
additional Capital Contributions are made (an "Adjustment Date") and the
denominator of which is equal to the sum of (i) the Deemed Value of the
Partnership Interests of such class or series (computed as of the Business Day
immediately preceding the Adjustment Date) plus (ii) the aggregate amount of
cash and the Agreed Value of the Property contributed to the Partnership on



                                       27
<PAGE>   35

such Adjustment Date in respect of such class or series of Partnership
Interests. The Percentage Interest of each other Partner holding Partnership
Interests of such class or series not making a full pro rata Capital
Contribution shall be adjusted to equal a fraction, the numerator of which is
equal to the sum of (i) the Deemed Partnership Interest Value of such Limited
Partner in respect of such class or series (computed as of the Business Day
immediately preceding the Adjustment Date) plus (ii) the amount of cash and the
Agreed Value of the Property contributed by such Partner to the Partnership in
respect of such class or series as of such Adjustment Date, and the denominator
of which is equal to the sum of (a) the Deemed Value of the Partnership
Interests of such class (computed as of the Business Day immediately preceding
the Adjustment Date), plus (b) the aggregate amount of cash and the Agreed Value
of the Property contributed to the Partnership on such Adjustment Date in
respect of such class or series. Notwithstanding the foregoing, solely for
purposes of calculating a Partner's Percentage Interest pursuant to this Section
4.3.E, (i) in the case of cash Capital Contributions by the General Partner,
such Capital Contributions will be deemed to equal the cash contributed by the
General Partner plus, in the case of cash contributions funded by an offering of
REIT Shares or other shares of capital stock of the General Partner, the
offering costs attributable to the cash contributed to the Partnership, and (ii)
in the case of the contribution of Properties (or any portion thereof) by the
General Partner which were acquired by the General Partner in exchange for REIT
Shares immediately prior to such contribution, the General Partner shall be
issued a number of Partnership Units equal to the number of REIT Shares issued
by the General Partner in exchange for such Properties, the Partnership Units
held by the other Partners shall not be adjusted, and the Partners' Percentage
Interests shall be adjusted accordingly. The General Partner shall promptly give
each Partner written notice of its Percentage Interest, as adjusted.

           F. Issuance of Performance Units to the PLPs. Pursuant to the terms
of the Escrow Agreements, Performance Investors have transferred all or a
portion of their Performance Shares to the General Partner or the Partnership
(as applicable). To the extent Performance Shares (i.e., REIT Shares) were
transferred by Performance Investors to the General Partner pursuant to the
Escrow Agreements, the number of Partnership Units held by the General Partner
were automatically reduced by such amount on such date. To the extent
Performance Shares (i.e., Partnership Units) were transferred by Performance
Investors to the Partnership pursuant the Escrow Agreements, the number of
Partnership Units held by each such Performance Investor were automatically
reduced by such amount on such date. To the extent the Partnership Units held by
the General Partner or Performance Investors were reduced as set forth in the
preceding two sentences, the Partnership immediately issued an equal number of
Performance Units to the Persons listed on Schedule G-1 and Schedule G-2 to
Exhibit G in accordance with the allocations set forth on Exhibit G. The
adjustments in the number of Partnership Units held by the Performance Partners
and the PLPs set forth above did not effect each such Partners' Capital Account
in the Partnership (except with respect to subsequent allocations of items of
Partnership income, gain, loss, deduction, and credit made to such Partners and
possibly with respect to the reissuance of a Performance Unit subsequent to its
forfeiture by a PLP) and no PLP was obligated to make a contribution to the
capital of the Partnership in connection with the issuance of Performance Units.



                                       28
<PAGE>   36

           Section 4.4 Stock Incentive Plan

           If at any time or from time to time the General Partner sells or
issues REIT Shares pursuant to any Stock Incentive Plan, the General Partner
shall contribute any proceeds therefrom to the Partnership as an additional
Capital Contribution and shall receive an amount of additional Partnership Units
equal to the number of REIT Shares so sold or issued. The General Partner's
Capital Account shall be increased by the amount of cash so contributed.

           Section 4.5 No Preemptive Rights

           Except to the extent expressly granted by the Partnership pursuant to
another agreement, no Person shall have any preemptive, preferential or other
similar right with respect to (i) additional Capital Contributions or loans to
the Partnership or (ii) issuance or sale of any Partnership Units or other
Partnership Interests.

           Section 4.6 Other Contribution Provisions

           In the event that any Partner is admitted to the Partnership and is
given (or is treated as having received) a Capital Account in exchange for
services rendered to the Partnership, such transaction shall be treated by the
Partnership and the affected Partner as if the Partnership had compensated such
Partner in cash, and the Partner had contributed such cash to the capital of the
Partnership. In addition, with the consent of the General Partner, in its sole
discretion, one or more Limited Partners may enter into contribution agreements
with the Partnership which have the effect of providing a guarantee of certain
obligations of the Partnership.

                                   ARTICLE 5.
                                  DISTRIBUTIONS

           Section 5.1 Requirement and Characterization of Distributions

           The General Partner shall cause the Partnership to distribute all, or
such portion as the General Partner may in its discretion determine, Available
Cash generated by the Partnership (i) first, to the extent that the amount of
cash distributed with respect to any Partnership Interests that are entitled to
any preference in distribution for any prior distribution period was less than
the required distribution for such outstanding Partnership Interests for such
prior distribution period, and to the extent such deficiency has not been
subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution
Shortfall"), in accordance with the rights of such class of Partnership
Interests (and within such class, pro rata in proportion to the respective
Percentage Interests on the applicable record date) and to the Partners who are
Partners on the applicable record date with respect to such distribution, (ii)
second, with respect to any Partnership Interests that are entitled to any
preference in distribution, in accordance with the rights of such class of
Partnership Interests (and within such class, pro rata in



                                       29
<PAGE>   37

proportion to the respective Percentage Interests on the applicable record date)
and (iii) third, with respect to Partnership Interests that are not entitled to
any preference in distribution, pro rata to each such class on a quarterly basis
and in accordance with the terms of such class to Partners who are Partners of
such class on the Partnership Record Date with respect to such distribution (and
within each such class, pro rata in proportion with the respective Percentage
Interests on such Partnership Record Date). Except as expressly provided for in
Article 16 with respect to the Series A Preferred Units, Article 17 with respect
to the Series B Preferred Units, Article 18 with respect to the Series J
Preferred Units and in an agreement, if any, entered into in connection with the
creation of a new class of Partnership Interests in accordance with Article 4,
no Partnership Interest shall be entitled to a distribution in preference to any
other Partnership Interest. The General Partner shall take such reasonable
efforts, as determined by it in its sole and absolute discretion and consistent
with its qualification as a REIT, to cause the Partnership to distribute
sufficient amounts to enable the General Partner, for so long as the General
Partner has determined to qualify as a REIT, to pay stockholder dividends that
will (a) satisfy the requirements for qualifying as a REIT under the Code and
Regulations ("REIT Requirements") and (b) except to the extent otherwise
determined by the General Partner, avoid any Federal income or excise tax
liability of the General Partner, except to the extent that a distribution
pursuant to clause (b) would prevent the Partnership from making a distribution
to the holders of Series B Preferred Units in accordance with Section 17.3 and
the holders of Series J Preferred Units in accordance with Section 18.3.

           Section 5.2 Distributions in Kind

           Except as expressly provided herein, no right is given to any Partner
to demand and receive property other than cash. The General Partner may
determine, in its sole and absolute discretion, to make a distribution in kind
to the Partners of Partnership assets, and such assets shall be distributed in
such a fashion as to ensure that the fair market value is distributed and
allocated in accordance with Articles 5, 6 and 10; provided, however, that, in
such case, the General Partner shall distribute only cash to the Series B
Limited Partners and the Series J Limited Partners.

           Section 5.3 Distributions Upon Liquidation

           Notwithstanding Section 5.1, proceeds from a Liquidating Event shall
be distributed to the Partners in accordance with Section 13.2.

           Section 5.4 Distributions to Reflect Issuance of Additional
Partnership Interests

           In the event that the Partnership issues additional Partnership
Interests (other than Performance Units, which shall receive distributions as
set forth in Section 5.1) to the General Partner or any Additional Limited
Partner pursuant to Section 4.3.C or 4.4, the General Partner shall make such
revisions to this Article 5 as it determines are necessary to reflect the
issuance of such additional Partnership Interests. In the absence of any
agreement to the contrary, an Additional Limited Partner shall be entitled to
the distributions set forth in Section 5.1 (without regard to this Section 5.4)
with respect to the quarter during which the closing of its contribution to the
Partnership occurs, multiplied by a fraction the numerator of which is the
number of days from and after the date of such closing through the end of the
applicable quarter, and the denominator of which is the total number of days in
such quarter.



                                       30
<PAGE>   38

           Section 5.5 Character of PLP Distributions

           Distributions to each PLP pursuant to this Agreement shall be
advances or drawings of money or property against such Partner's distributive
share of Net Income (or items thereof) as described in Treasury Regulation
Section 1.731-1(a)(1)(ii).

                                   ARTICLE 6.
                                   ALLOCATIONS

           Section 6.1 Timing and Amount of Allocations of Net Income and Net
Loss Net Income and Net Loss of the Partnership shall be determined and
allocated with respect to each fiscal year of the Partnership as of the end of
each such year. Subject to the other provisions of this Article 6, an allocation
to a Partner of a share of Net Income or Net Loss shall be treated as an
allocation of the same share of each item of income, gain, loss or deduction
that is taken into account in computing Net Income or Net Loss.

           Section 6.2 General Allocations

           A. In General. Except as otherwise provided in this Article 6, Net
Income and Net Loss allocable with respect to a class of Partnership Interests,
shall be allocated to each of the Partners holding such class of Partnership
Interests in accordance with their respective Percentage Interest of such class.

           B.1. Net Income. Except as provided in Sections 6.2.B.3 and 6.3, Net
Income for any Partnership Year shall be allocated in the following manner and
order of priority:

           (a)     First, 100% to the General Partner in an amount equal to the
                   remainder, if any, of the cumulative Net Losses allocated to
                   the General Partner pursuant to Section 6.2.B.2(d) for all
                   prior Partnership Years minus the cumulative Net Income
                   allocated to the General Partner pursuant to this Section
                   6.2.B.1(a) for all prior Partnership Years;

           (b)     Second, 100% to each Limited Partner in an amount equal to
                   the remainder, if any, of the cumulative Net Losses allocated
                   to each such Limited Partner pursuant to Section 6.2.B.2(c)
                   for all prior Partnership Years minus the cumulative Net
                   Income allocated to such Limited Partner pursuant to this
                   Section 6.2.B.1(b) for all prior Partnership Years;

           (c)     Third, 100% to the General Partner and any Preferred Limited
                   Partners in an amount equal to the remainder, if any, of the
                   cumulative Net Losses allocated to such Partners pursuant to
                   Section 6.2.B.2(b) for all prior Partnership Years minus the
                   cumulative Net Income allocated to such Partners pursuant to
                   this Section 6.2.B.1(c) for all prior Partnership Years;



                                       31
<PAGE>   39

           (d)     Fourth, 100% to the General Partner and the Limited Partners
                   in an amount equal to the remainder, if any, of the
                   cumulative Net Losses allocated to each such Partner pursuant
                   to Section 6.2.B.2(a) for all prior Partnership Years minus
                   the cumulative Net Income allocated to each Partner pursuant
                   to this Section 6.2.B.1(d) for all prior Partnership Years;

           (e)     Fifth, 100% to the General Partner and any Preferred Limited
                   Partners in an amount equal to the excess of (i) the
                   cumulative Priority Return on such Partner's Preferred Units
                   to the last day of the current Partnership Year or to the
                   date of redemption of such Preferred Units, to the extent
                   such Preferred Units are redeemed during such year, over (ii)
                   the cumulative Net Income allocated to the General Partner or
                   such Preferred Limited Partner, as applicable, pursuant to
                   this Section 6.2.B.1(e) for all prior Partnership Years; and

           (f)     Sixth, 100% to the General Partner and the Limited Partners
                   in accordance with their respective Percentage Interests in
                   the Common Units.

           To the extent the allocations of Net Income set forth above in any
paragraph of this Section 6.2.B.1 are not sufficient to entirely satisfy the
allocation set forth in such paragraph, such allocation shall be made in
proration to the total amount that would have been allocated pursuant to such
paragraph without regard to such shortfall.

           B.2. Net Losses. Except as provided in Sections 6.2.B.3 and 6.3, Net
Losses for any Partnership Year shall be allocated in the following manner and
order of priority:

           (a)     First, 100% to the General Partner and the Limited Partners
                   in accordance with their respective Percentage Interests in
                   the Common Units (to the extent consistent with this Section
                   6.2.B.2(a)) until the Adjusted Capital Account (ignoring for
                   this purpose any amounts a Partner is obligated to contribute
                   to the capital of the Partnership or is deemed obligated to
                   contribute pursuant to Regulations Section
                   1.704-1(b)(2)(ii)(c)(2) and ignoring the Partner's Series A
                   Preferred Capital, Series B Preferred Capital and Series J
                   Preferred Capital) of each such Partner is zero;

           (b)     Second, 100% to the General Partner and any Preferred Limited
                   Partners, pro rata to each such Partner's Adjusted Capital
                   Account (ignoring for this purpose any amounts a Partner is
                   obligated to contribute to the capital of the Partnership or
                   is deemed obligated to contribute pursuant to Regulations
                   Section 1.704-1(b)(2)(ii)(c)(2)), until the Adjusted Capital
                   Account (as so modified) of each such Partner is zero;

           (c)     Third, 100% to the Limited Partners to the extent of, and in
                   proportion to, the positive balance (if any) in their
                   Adjusted Capital Accounts; and

           (d)     Fourth, 100% to the General Partner.



                                       32
<PAGE>   40

           B.3. Terminating Capital Transactions.

                (e)     If no Performance Units are outstanding at the time of a
                        Terminating Capital Transaction, any Net Income
                        attributable to such Terminating Capital Transaction
                        shall first be allocated to the General Partner in an
                        amount equal to the Offering Costs, to the extent the
                        General Partner's Capital Account has not previously
                        been adjusted to account for such amounts.

                (f)     If Performance Units are outstanding at the time of a
                        Terminating Capital Transaction

                        (1)     any Net Income attributable to such Terminating
                                Capital Transaction shall be allocated as
                                follows: such Net Income shall first be
                                tentatively allocated solely as an interim step
                                in calculating final allocations pursuant to
                                this Section 6.2.B.3(b)(1), among the Partners
                                in accordance with Section 6.2.B.3(a), Section
                                6.2.A and Section 6.2.B.1. Then the amount so
                                tentatively allocated to each Performance
                                Partner, to the extent of each such Performance
                                Partner's Excess Performance Capital, shall
                                instead be allocated to the PLPs, pro rata to
                                the number of Performance Units held by each
                                PLP.

                        (2)     any Net Loss attributable to such Terminating
                                Capital Transaction shall be allocated as
                                follows: such Net Loss shall first be
                                tentatively allocated, solely as an interim step
                                in calculating final allocations pursuant to
                                this Section 6.2.B.3(b)(2), among the Partners
                                in accordance with Section 6.2.A and Section
                                6.2.B.2. Then the amount so tentatively
                                allocated to the PLPs shall instead be allocated
                                to the Performance Partners to the extent of the
                                aggregate Excess Performance Capital of the
                                Performance Partners. Any amounts so allocated
                                away from the PLPs shall be done on a basis
                                which is proportionate to each PLP's Performance
                                Units. Any amounts so allocated to the
                                Performance Partners shall be done on a basis
                                which is proportionate to each Performance
                                Partner's Excess Performance Capital.

           C. Allocations to Reflect Issuance of Additional Partnership
Interests. In the event that the Partnership issues additional Partnership
Interests to the General Partner or any Additional Limited Partner pursuant to
Section 4.3 or 4.4, the General Partner shall make such revisions to this
Section 6.2 or to Section 12.2.B as it determines are necessary to reflect the
terms of the issuance of such additional Partnership Interests, including making
preferential allocations to certain classes of Partnership Interests, subject to
the terms of the Series A Preferred Units, the Series B Preferred Units and
Series J Preferred Units. In addition, for any quarter in which Performance
Units were issued, Net Income and Net Loss relating to such units shall be
allocated among (i) the PLPs who received such units and (ii) the Performance
Partners



                                       33
<PAGE>   41

who returned the corresponding Partnership Units to the Partnership, in
accordance with any method selected by the General Partner which is permitted
under Section 706 of the Code.

           Section 6.3 Additional Allocation Provisions

           Notwithstanding the foregoing provisions of this Article 6:

           A. Regulatory Allocations.

               (i) Minimum Gain Chargeback. Except as otherwise provided in
       Regulations Section 1.704-2(f), notwithstanding the provisions of Section
       6.2, or any other provision of this Article 6, if there is a net decrease
       in Partnership Minimum Gain during any fiscal year, 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 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 allocated shall be determined in accordance with Regulations
       Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.A(i) is
       intended to qualify as a "minimum gain chargeback" within the meaning of
       Regulation Section 1.704-2(f) which shall be controlling in the event of
       a conflict between such Regulation and this Section 6.3.A(i).

               (ii) Partner Minimum Gain Chargeback. Except as otherwise
       provided in Regulations Section 1.704-2(i)(4), and notwithstanding the
       provisions of Section 6.2, or any other provision of this Article 6
       (except Section 6.3.A(i)), if there is a net decrease in Partner Minimum
       Gain attributable to a Partner Nonrecourse Debt during any fiscal 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
       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)(4). Allocations pursuant
       to the previous sentence shall be made in proportion to the respective
       amounts required to be allocated to each General Partner and Limited
       Partner pursuant thereto. The items to be so allocated shall be
       determined in accordance with Regulations Sections 1.704-2(i)(4) and
       1.704-2(j)(2). This Section 6.3.A(ii) is intended to qualify as a
       "chargeback of partner nonrecourse debt minimum gain" within the meaning
       of Regulation Section 1.704-2(i) which shall be controlling in the event
       of a conflict between such Regulation and this Section 6.3.A(ii).

               (iii) Nonrecourse Deductions and Partner Nonrecourse Deductions.
       Any Nonrecourse Deductions for any fiscal year shall be specially
       allocated to the Partners in accordance with their respective Percentage
       Interest in Common Units. Any Partner Nonrecourse Deductions for any
       fiscal year shall be specially allocated to the Partner(s) who bears the
       economic risk of loss with respect to the Partner Nonrecourse



                                       34
<PAGE>   42

       Debt to which such Partner Nonrecourse Deductions are attributable, in
       accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

               (iv) Qualified Income Offset. If any Partner unexpectedly
       receives an adjustment, allocation or distribution described in
       Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of
       Partnership income and gain shall be allocated, in accordance with
       Regulations Section 1.704-1(b)(2)(ii)(d), to the Partner in an amount and
       manner sufficient to eliminate, to the extent required by such
       Regulations, the Adjusted Capital Account Deficit of the Partner as
       quickly as possible provided that an allocation pursuant to this Section
       6.3.A(iv) shall be made if and only to the extent that such Partner would
       have an Adjusted Capital Account Deficit after all other allocations
       provided in this Article 6 have been tentatively made as if this Section
       6.3.A(iv) were not in the Agreement. It is intended that this Section
       6.3.A(iv) qualify and be construed as a "qualified income offset" within
       the meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be
       controlling in the event of a conflict between such Regulations and this
       Section 6.3.A(iv).

               (v) Gross Income Allocation. In the event any Partner has a
       deficit Capital Account at the end of any fiscal year which is in excess
       of the sum of (a) the amount (if any) such Partner is obligated to
       restore to the Partnership and (b) the amount such Partner is deemed to
       be obligated to restore pursuant to Regulations Section
       1.704-1(b)(2)(ii)(c) or the penultimate sentences of Regulations Sections
       1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially
       allocated items of Partnership income and gain in the amount of such
       excess as quickly as possible; provided, that an allocation pursuant to
       this Section 6.3.A(v) shall be made if and only to the extent that such
       Partner would have a deficit Capital Account in excess of such sum after
       all other allocations provided in this Article 6 have been tentatively
       made as if this Section 6.3.A(v) and Section 6.3.A(iv) were not in the
       Agreement.

               (vi) Limitation on Allocation of Net Loss. To the extent any
       allocation of Net Loss would cause or increase an Adjusted Capital
       Account Deficit as to any Partner, such allocation of Net Loss shall be
       reallocated among the other Partners in accordance with their respective
       Percentage Interests in Common Units, subject to the limitations of this
       Section 6.3.A(vi).

               (vii) Section 754 Adjustment. To the extent an adjustment to the
       adjusted tax basis of any Partnership asset pursuant to Code Section
       734(b) or Code Section 743(b) is required, pursuant to Regulations
       Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section
       1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
       Accounts as the result of a distribution to a Partner in complete
       liquidation of his interest in the Partnership, 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 gain or loss shall be specially
       allocated to the Partners in accordance with their interests in the
       Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2)
       applies, or to the Partners to whom such distribution was made in the
       event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.



                                       35
<PAGE>   43

               (viii) Curative Allocation. The allocations set forth in Sections
       6.3.A(i), (ii), (iii), (iv), (v), (vi), and (vii) (the "Regulatory
       Allocations") are intended to comply with certain regulatory
       requirements, including the requirements of Regulations Sections
       1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1
       and 6.2, the Regulatory Allocations 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 net amount of such
       allocations of other items and the Regulatory Allocations to each Partner
       shall be equal to the net amount that would have been allocated to each
       such Partner if the Regulatory Allocations had not occurred.

           B. For purposes of determining a Partner's proportional share of the
"excess nonrecourse liabilities" of the Partnership within the meaning of
Regulations Section 1.752-3(a)(3), each Partner's interest in Partnership
profits shall be such Partner's Percentage Interest in Common Units.

           Section 6.4 Tax Allocations

           A. In General. Except as otherwise provided in this Section 6.4, for
income tax purposes each item of income, gain, loss and deduction (collectively,
"Tax Items") 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 Sections 6.2 and 6.3.

           B. Allocations Respecting Section 704(c) Revaluations.
Notwithstanding Section 6.4.A, Tax Items with respect to Partnership property
that is contributed to the Partnership by a Partner shall be shared among the
Partners for income tax purposes pursuant to Regulations promulgated under
Section 704(c) of the Code, so as to take into account the variation, if any,
between the basis of the property to the Partnership and its initial Gross Asset
Value. With respect to Partnership property that is initially contributed to the
Partnership upon its formation pursuant to Section 4.1, such variation between
basis and initial Gross Asset Value shall be taken into account under the
"traditional method" as described in Regulations Section 1.704-3(b). With
respect to properties subsequently contributed to the Partnership, the
Partnership shall account for such variation under any method approved under
Section 704(c) of the Code and the applicable regulations as chosen by the
General Partner. In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value
(provided in Article 1), subsequent allocations of Tax Items with respect to
such asset shall take account of the variation, if any, between the adjusted
basis of such asset and its Gross Asset Value in the same manner as under
Section 704(c) of the Code and the applicable regulations consistent with the
requirements of Regulations Section 1.704-1(b)(2)(iv)(g) using any method
approved under 704(c) of the Code and the applicable regulations as chosen by
the General Partner.



                                       36
<PAGE>   44


                                   ARTICLE 7.
                      MANAGEMENT AND OPERATIONS OF BUSINESS


           Section 7.1 Management

           A. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership are
exclusively vested in the General Partner, and no Limited Partner shall have any
right to participate in or exercise control or management power over the
business and affairs of the Partnership. The General Partner may not be removed
by the Limited Partners with or without cause, except with the consent of the
General Partner. In addition to the powers now or hereafter granted a general
partner of a limited partnership under the Act and other applicable law or which
are granted to the General Partner under any other provision of this Agreement,
the General Partner, subject to the other provisions hereof including Section
7.3, shall have full power and authority to do all things deemed necessary or
desirable by it to conduct the business of the Partnership, to exercise all
powers set forth in Section 3.2 and to effectuate the purposes set forth in
Section 3.1, including, without limitation:

           (i)     the making of any expenditures, the lending or borrowing of
                   money (including, without limitation, making prepayments on
                   loans and borrowing money to permit the Partnership to make
                   distributions to its Partners in such amounts as will permit
                   the General Partner (for so long as the General Partner has
                   determined to qualify as a REIT) to avoid the payment of any
                   Federal income tax (including, for this purpose, any excise
                   tax pursuant to Section 4981 of the Code) and to make
                   distributions to its stockholders sufficient to permit the
                   General Partner to maintain REIT status), the assumption or
                   guarantee of, or other contracting for, indebtedness and
                   other liabilities, the issuance of evidences of indebtedness
                   (including the securing of same by mortgage, deed of trust or
                   other lien or encumbrance on all or any of the Partnership's
                   assets) and the incurring of any obligations it deems
                   necessary for the conduct of the activities of the
                   Partnership;

           (ii)    the making of tax, regulatory and other filings, or rendering
                   of periodic or other reports to governmental or other
                   agencies having jurisdiction over the business or assets of
                   the Partnership;

           (iii)   subject to the provisions of Section 7.3.D, the acquisition,
                   disposition, mortgage, pledge, encumbrance, hypothecation or
                   exchange of any assets of the Partnership or the merger or
                   other combination of the Partnership with or into another
                   entity;

           (iv)    the mortgage, pledge, encumbrance or hypothecation of all or
                   any assets of the Partnership, and the use of the assets of
                   the Partnership (including, without limitation, cash on hand)
                   for any purpose consistent with the terms



                                       37
<PAGE>   45

                   of this Agreement and on any terms it sees fit, including,
                   without limitation, the financing of the conduct or the
                   operations of the General Partner or the Partnership, the
                   lending of funds to other Persons (including, without
                   limitation, the General Partner (if necessary to permit the
                   financing or capitalization of a subsidiary of the General
                   Partner or the Partnership) and any Subsidiaries of the
                   Partnership) and the repayment of obligations of the
                   Partnership, any of its Subsidiaries and any other Person in
                   which it has an equity investment;

           (v)     the negotiation, execution, and performance of any contracts,
                   leases, conveyances or other instruments that the General
                   Partner considers useful or necessary to the conduct of the
                   Partnership's operations or the implementation of the General
                   Partner's powers under this Agreement;

           (vi)    the distribution of Partnership cash or other Partnership
                   assets in accordance with this Agreement;

           (vii)   the selection and dismissal of employees of the Partnership
                   (including, without limitation, employees having titles such
                   as "president," "vice president," "secretary" and
                   "treasurer"), and agents, outside attorneys, accountants,
                   consultants and contractors of the Partnership, the
                   determination of their compensation and other terms of
                   employment or hiring, including waivers of conflicts of
                   interest and the payment of their expenses and compensation
                   out of the Partnership's assets;

           (viii)  the maintenance of such insurance for the benefit of the
                   Partnership and the Partners as it deems necessary or
                   appropriate;

           (ix)    the formation of, or acquisition of an interest in, and the
                   contribution of property to, any further limited or general
                   partnerships, joint ventures or other relationships that it
                   deems desirable (including, without limitation, the
                   acquisition of interests in, and the contributions of
                   property to any Subsidiary and any other Person in which it
                   has an equity investment from time to time); provided that,
                   as long as the General Partner has determined to continue to
                   qualify as a REIT, the Partnership may not engage in any such
                   formation, acquisition or contribution that would cause the
                   General Partner to fail to qualify as a REIT;

           (x)     the control of any matters affecting the rights and
                   obligations of the Partnership, including the conduct of
                   litigation and the incurring of legal expense and the
                   settlement of claims and litigation, and the indemnification
                   of any Person against liabilities and contingencies to the
                   extent permitted by law;

           (xi)    the undertaking of any action in connection with the
                   Partnership's direct or indirect investment in any Person
                   (including, without limitation,



                                       38
<PAGE>   46

                   contributing or loaning Partnership funds to, incurring
                   indebtedness on behalf of, or guarantying the obligations of
                   any such Persons);

           (xii)   subject to the other provisions in this Agreement, the
                   determination of the fair market value of any Partnership
                   property distributed in kind using such reasonable method of
                   valuation as it may adopt; provided that, such methods are
                   otherwise consistent with requirements of this Agreement;

           (xiii)  the management, operation, leasing, landscaping, repair,
                   alteration, demolition or improvement of any real property or
                   improvements owned by the Partnership or any Subsidiary of
                   the Partnership or any Person in which the Partnership has
                   made a direct or indirect equity investment;

           (xiv)   holding, managing, investing and reinvesting cash and other
                   assets of the Partnership;

           (xv)    the collection and receipt of revenues and income of the
                   Partnership;

           (xvi)   the exercise, directly or indirectly through any
                   attorney-in-fact acting under a general or limited power of
                   attorney, of any right, including the right to vote,
                   appurtenant to any asset or investment held by the
                   Partnership;

           (xvii)  the exercise of any of the powers of the General Partner
                   enumerated in this Agreement on behalf of or in connection
                   with any Subsidiary of the Partnership or any other Person in
                   which the Partnership has a direct or indirect interest, or
                   jointly with any such Subsidiary or other Person;

           (xviii) the exercise of any of the powers of the General Partner
                   enumerated in this Agreement on behalf of any Person in which
                   the Partnership does not have an interest, pursuant to
                   contractual or other arrangements with such Person; and

           (xix)   the making, execution and delivery of any and all deeds,
                   leases, notes, deeds to secure debt, mortgages, deeds of
                   trust, security agreements, conveyances, contracts,
                   guarantees, warranties, indemnities, waivers, releases or
                   legal instruments or other agreements in writing necessary or
                   appropriate in the judgment of the General Partner for the
                   accomplishment of any of the powers of the General Partner
                   enumerated in this Agreement.

           B. Each of the Limited Partners agrees that the General Partner is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or
vote of the partners, notwithstanding any other provisions of this Agreement
(except as provided in Section 7.3), the Act or any applicable law, rule or
regulation. The execution, delivery or performance by the General Partner or the
Partnership of any agreement authorized or permitted under this Agreement shall
not constitute a breach by the General Partner of any duty that the General
Partner may owe the Partnership or



                                       39
<PAGE>   47


the Limited Partners or any other Persons under this Agreement or of any duty
stated or implied by law or equity.

           C. At all times from and after the date hereof, the General Partner
may cause the Partnership to obtain and maintain (i) casualty, liability and
other insurance (including, without limitation, earthquake insurance) on the
properties of the Partnership and (ii) liability insurance for the Indemnities
hereunder.

           D. At all times from and after the date hereof, the General Partner
may cause the Partnership to establish and maintain working capital and other
reserves in such amounts as the General Partner, in its sole and absolute
discretion, deems appropriate and reasonable from time to time.

           E. In exercising its authority under this Agreement, the General
Partner may, but other than as set forth in the following sentence and as
expressly set forth in the agreements listed on Exhibit I hereto, shall be under
no obligation to, take into account the tax consequences to any Partner
(including the General Partner) of any action taken by the General Partner. The
General Partner, on behalf of the Partnership, shall use commercially reasonable
efforts to cooperate with the Limited Partners to minimize any taxes payable in
connection with any sale, exchange or any other disposition of assets of the
Partnership. The General Partner and the Partnership shall not have liability to
a Limited Partner under any circumstances as a result of an income tax liability
incurred by such Limited Partner as a result of an action (or inaction) by the
General Partner pursuant to its authority under this Agreement.

           F. Except as otherwise provided herein, to the extent the duties of
the General Partner require expenditures of funds to be paid to third parties,
the General Partner shall not have any obligations hereunder except to the
extent that Partnership funds are reasonably available to it for the performance
of such duties, and nothing herein contained shall be deemed to authorize or
require the General Partner, in its capacity as such, to expend its individual
funds for payment to third parties or to undertake any individual liability or
obligation on behalf of the Partnership.

           Section 7.2 Certificate of Limited Partnership

           To the extent that such action is determined by the General Partner
to be reasonable and necessary or appropriate, the General Partner shall file
amendments to and restatements of the Certificate and do all the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
and to maintain the Partnership's qualification to do business as a foreign
limited partnership in each other state, the District of Columbia or other
jurisdiction, in which the Partnership may elect to do business or own property.
Subject to the terms of Section 8.5.A(iv), the General Partner shall not be
required, before or after filing, to deliver or mail a copy of the Certificate
or any amendment thereto to any Limited Partner. The General Partner shall use
all reasonable efforts to cause to be filed such other certificates or documents
as may be reasonable and necessary or appropriate for the formation,
continuation, qualification and operation of a limited partnership (or a
partnership in which the limited partners have limited



                                       40
<PAGE>   48

liability) in the State of Delaware, and any other state, or the District of
Columbia or other jurisdiction, in which the Partnership may elect to do
business or own property.

           Section 7.3 Restrictions on General Partner's Authority

           A. The General Partner may not take any action in contravention of
this Agreement, including, without limitation:

           (i)     take any action that would make it impossible to carry on the
                   ordinary business of the Partnership, except as otherwise
                   provided in this Agreement;

           (ii)    possess Partnership property, or assign any rights in
                   specific Partnership property, for other than a Partnership
                   purpose except as otherwise provided in this Agreement;

           (iii)   admit a Person as a Partner, except as otherwise provided in
                   this Agreement (including with respect to the PLPs, who shall
                   become Partners upon their receipt of Performance Units);

           (iv)    perform any act that would subject a Limited Partner to
                   liability as a general partner in any jurisdiction or any
                   other liability except as provided herein or under the Act;
                   or

           (v)     enter into any contract, mortgage, loan or other agreement
                   that prohibits or restricts, or has the effect of prohibiting
                   or restricting, the ability of a Limited Partner to exercise
                   its rights to a Redemption in full, except with the written
                   consent of such Limited Partner.

           B. The General Partner shall not, without the prior Consent of the
Partners (in addition to any Consent of the Limited Partners required by any
other provision hereof), undertake, on behalf of the Partnership, any of the
following actions or enter into any transaction which would have the effect of
such transactions:

           (i)     except as provided in Section 7.3.D below, amend, modify or
                   terminate this Agreement other than to reflect the admission,
                   substitution, termination or withdrawal of partners pursuant
                   to Article 12;

           (ii)    make a general assignment for the benefit of creditors or
                   appoint or acquiesce in the appointment of a custodian,
                   receiver or trustee for all or any part of the assets of the
                   Partnership;

           (iii)   institute any proceeding for bankruptcy on behalf of the
                   Partnership;

           (iv)    confess a judgment against the Partnership; or

           (v)     enter into a merger (including a triangular merger),
                   consolidation or other combination of the Partnership with or
                   into another entity.



                                       41
<PAGE>   49

           C. Except in the case of a Liquidating Event pursuant to Section 13.1
(other than Section 13.1.F), the General Partner shall not, without the prior
Consent of the Limited Partners, undertake, on behalf of the Partnership, any
actions or enter into any transaction which would have the effect of a
dissolution of the Partnership, including a sale, exchange, transfer or other
disposition of all or substantially all of the Partnership's assets in a single
transaction or a series of related transactions.

           D. Notwithstanding Sections 7.3.B and 7.3.C, but subject to Section
7.3.E, the General Partner shall have the power, without the Consent of the
Partners, to amend this Agreement as may be required to facilitate or implement
any of the following purposes:

           (i)     to add to the obligations of the General Partner or surrender
                   any right or power granted to the General Partner or any
                   Affiliate of the General Partner for the benefit of the
                   Limited Partners;

           (ii)    to reflect the issuance of additional Partnership Interests
                   pursuant to Sections 4.3.C, 4.3.F and 4.4, or the admission,
                   substitution, termination, reduction in Partnership Units or
                   withdrawal of Partners in accordance with this Agreement
                   (which may be effected through the replacement of Exhibit A
                   with an amended Exhibit A);

           (iii)   to set forth or amend the designations, rights, powers,
                   duties, and preferences of the holders of any additional
                   Partnership Interests issued pursuant to Article 4;

           (iv)    to reflect a change that is of an inconsequential nature and
                   does not adversely affect the Limited Partners in any
                   material respect, or to cure any ambiguity in, correct or
                   supplement any provision, or make other changes with respect
                   to matters arising under, this Agreement that will not be
                   inconsistent with law or with the provisions of this
                   Agreement;

           (v)     to satisfy any requirements, conditions, or guidelines
                   contained in any order, directive, opinion, ruling or
                   regulation of a Federal, state of local agency or contained
                   in Federal, state or local law.

           (vi)    to reflect such changes as are reasonably necessary for the
                   General Partner to maintain its status as a REIT, including
                   changes which may be necessitated due to a change in
                   applicable law (or an authoritative interpretation thereof)
                   or a ruling of the IRS; and

           (vii)   to modify, as set forth in the definition of "Capital
                   Account," the manner in which Capital Accounts are computed.

The General Partner will provide notice to the Limited Partners when any action
under this Section 7.3.D is taken.



                                       42
<PAGE>   50

           E. Notwithstanding Sections 7.3.B, 7.3.C and 7.3.D, this Agreement
shall not be amended, and no action may be taken by the General Partner,
including in either case through merger or sale of assets of the Partnership or
otherwise, without the Consent of each Common Limited Partner or Preferred
Limited Partner adversely affected if such amendment or action would (i) convert
a Limited Partner's interest in the Partnership into a general partner's
interest (except as the result of the General Partner acquiring such interest),
(ii) modify the limited liability of a Limited Partner, (iii) alter rights of
the Partner to receive distributions pursuant to Article 5, Section 13.2.A(4),
Article 16, Article 17 or Article 18 or the allocations specified in Article 6
(except as permitted pursuant to Section 4.3 and Section 7.3.D), (iv) alter or
modify the rights to a Redemption or the REIT Shares Amount as set forth in
Section 8.6, and related definitions hereof, (v) alter the redemption or
exchange rights as set forth in Sections 17.5, 17.8, 18.5 and 18.8 hereof,
respectively, or (vi) amend this Section 7.3.E. Further, no amendment may alter
the restrictions on the General Partner's authority set forth elsewhere in this
Section 7.3 without the Consent specified in such section. In addition, (a)
Section 11.2 of this Agreement shall not be amended, and no action in
contravention of Section 11.2 shall be taken, including in either case through
merger or sale of assets of the Partnership or otherwise, without the Consent of
the Limited Partners and (b) this Agreement shall not be amended, and no action
shall be taken, including in either case through merger or sale of assets of the
Partnership or otherwise, which would adversely affect the rights of the Persons
set forth in Exhibit G to receive Performance Units as described herein.

           F. Other than incident to a transaction pursuant to Sections 11.2.B
or 11.2.C, the General Partner shall not undertake to dispose of any Partnership
Property specified in the agreements listed in Exhibit H in a taxable sale or
taxable exchange prior to the dates specified in such agreements without the
prior consent of each Limited Partner which contributed all or any portion of an
interest in such Property to the Partnership, as set forth in such agreements.

           Section 7.4 Reimbursement of the General Partner

           A. Except as provided in this Section 7.4 and elsewhere in this
Agreement (including the provisions of Articles 5 and 6 regarding distributions,
payments and allocations to which it may be entitled), the General Partner shall
not be compensated for its services as general partner of the Partnership.

           B. Subject to Section 15.11, the General Partner shall be reimbursed
on a monthly basis, or such other basis as the General Partner may determine in
its sole and absolute discretion, for all expenses it incurs relating to the
ownership of interests in and operation of, or for the benefit of, the
Partnership. The Limited Partners acknowledge that the General Partner's sole
business is the ownership of interests in and operation of the Partnership and
that such expenses are incurred for the benefit of the Partnership; provided
that, the General Partner shall not be reimbursed for expenses it incurs
relating to the organization of the Partnership and the General Partner, or the
initial public offering or subsequent offerings of REIT Shares, other shares of
capital stock or Funding Debt by the General Partner, but shall be reimbursed
for expenses it incurs with respect to any other issuance of additional
Partnership Interests pursuant to the provisions hereof. Such reimbursements
shall be in addition to any reimbursement to the General Partner as a result of
indemnification pursuant to Section 7.7.



                                       43
<PAGE>   51

           C. If and to the extent any reimbursements to the General Partner
pursuant to this Section 7.4 constitute gross income of the General Partner (as
opposed to the repayment of advances made by the General Partner on behalf of
the Partnership), such amounts shall constitute guaranteed payments within the
meaning of Section 707(c) of the Code, shall be treated consistently therewith
by the Partnership and all Partners, and shall not be treated as distributions
for purposes of computing the Partners' Capital Accounts.

           Section 7.5 Outside Activities of the General Partner

           A. Except in connection with a transaction authorized in Section
11.2, without the Consent of the Limited Partners, the General Partner shall
not, directly or indirectly, enter into or conduct any business, other than in
connection with the ownership, acquisition and disposition of Partnership
Interests as a General Partner and the management of the business of the
Partnership, its operation as a public reporting company with a class (or
classes) of securities registered under the Exchange Act, its operation as a
REIT and such activities as are incidental to the same. Without the Consent of
the Limited Partners, the General Partner shall not, directly or indirectly,
participate in or otherwise acquire any interest in any real or personal
property, except its General Partner Interest, its interest in any Subsidiary
Partnership(s) (held directly or indirectly through a Qualified REIT Subsidiary)
that the General Partner holds in order to maintain such Subsidiary
Partnership's status as a partnership, and such bank accounts, similar
instruments or other short-term investments as it deems necessary to carry out
its responsibilities contemplated under this Agreement and the Charter. In the
event the General Partner desires to contribute cash to any Subsidiary
Partnership to acquire or maintain an interest of 1% or less in the capital of
such partnership, the General Partner may acquire such cash from the Partnership
in exchange for a reduction in the General Partner's Units, in an amount equal
to the amount of such cash divided by the Fair Market Value of a REIT Share on
the day such cash is received by the General Partner. Notwithstanding the
foregoing, the General Partner may acquire Properties in exchange for REIT
Shares, to the extent such Properties are immediately contributed by the General
Partner to the Partnership, pursuant to the terms described in Section 4.3.E.
Any Limited Partner Interests acquired by the General Partner, whether pursuant
to exercise by a Limited Partner of its right of Redemption, or otherwise, shall
be automatically converted into a General Partner Interest comprised of an
identical number of Partnership Units with the same rights, priorities and
preferences as the class or series so acquired. If, at any time, the General
Partner acquires material assets (other than on behalf of the Partnership) the
definition of "REIT Shares Amount" and the definition of "Deemed Value of
Partnership Interests" shall be adjusted, as reasonably agreed to by the General
Partner and the other Limited Partners, to reflect the relative Fair Market
Value of a share of capital stock of the General Partner relative to the Deemed
Partnership Interest Value of the related Partnership Unit. The General
Partner's General Partner Interest in the Partnership, its minority interest in
any Subsidiary Partnership(s) (held directly or indirectly through a Qualified
REIT Subsidiary) that the General Partner holds in order to maintain such
Subsidiary Partnership's status as a partnership, and interests in such
short-term liquid investments, bank accounts or similar instruments as the
General Partner deems necessary to carry out its responsibilities contemplated
under this Agreement and the Charter are interests which the General Partner is
permitted to acquire and hold for purposes of this Section 7.5.A.



                                       44
<PAGE>   52

           B. In the event the General Partner exercises its rights under the
Charter to purchase REIT Shares or Preferred Shares, then the General Partner
shall cause the Partnership to redeem from it a number of Partnership Units of
the appropriate class as determined based on, in the case of REIT Shares, the
REIT Shares Amount equal to the number of REIT Shares so purchased, or in the
case of Preferred Shares an equal number of Preferred Units which correspond in
ranking to the Preferred Shares so purchased, in each case on the same terms
that the General Partner purchased such REIT Shares or Preferred Shares (as
applicable).

           Section 7.6 Contracts with Affiliates

           A. Except as expressly permitted by this Agreement, the Partnership
shall not, directly or indirectly, sell, transfer or convey any property to, or
purchase any property from, or borrow funds from, or lend funds to, any Partner
or any Affiliate of the Partnership that is not also a Subsidiary of the
Partnership, except pursuant to transactions that are on terms that are fair and
reasonable and no less favorable to the Partnership than would be obtained from
an unaffiliated third party.

           B. The General Partner, in its sole and absolute discretion and
without the approval of the Limited Partners, may propose and adopt on behalf of
the Partnership employee benefit plans funded by the Partnership for the benefit
of employees of the General Partner, the Partnership, Subsidiaries of the
Partnership or any Affiliate of any of them in respect of services performed,
directly or indirectly, for the benefit of the Partnership, the General Partner,
or any of the Partnership's Subsidiaries. The General Partner also is expressly
authorized to cause the Partnership to issue to it Partnership Units
corresponding to REIT Shares issued by the General Partner pursuant to its Stock
Incentive Plan or any similar or successor plan and to repurchase such
Partnership Units from the General Partner to the extent necessary to permit the
General Partner to repurchase such REIT Shares in accordance with such plan.

           Section 7.7 Indemnification

           A. The Partnership shall indemnify an Indemnitee from and against any
and all losses, claims, damages, liabilities, joint or several, expenses
(including legal fees and expenses), judgments, fines, settlements, and other
amounts arising from any and all claims, demands, actions, suits or proceedings,
civil, criminal, administrative or investigative, that relate to the operations
of the Partnership as set forth in this Agreement in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, unless it is
established that: (i) the act or omission of the Indemnitee was material to the
matter giving rise to the proceeding and either was committed in bad faith or
was the result of active and deliberate dishonesty; (ii) the Indemnitee actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the Indemnitee had reasonable cause to
believe that the act or omission was unlawful. Without limitation, the foregoing
indemnity shall extend to any liability of any Indemnitee, pursuant to a loan
guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary
of the Partnership (including, without limitation, any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and the General Partner is hereby authorized and empowered, on behalf of
the Partnership, to enter into one or more indemnity agreements consistent with
the provisions of this



                                       45
<PAGE>   53

Section 7.7 in favor of any Indemnitee having or potentially having liability
for any such indebtedness. The termination of any proceeding by judgment, order
or settlement does not create a presumption that the Indemnitee did not meet the
requisite standard of conduct set forth in this Section 7.7.A. The termination
of any proceeding by conviction or upon a plea of nolo contendere or its
equivalent, or any entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that
specified in this Section 7.7.A. Any indemnification pursuant to this Section
7.7 shall be made only out of the assets of the Partnership, and any insurance
proceeds from the liability policy covering the General Partner and any
Indemnitee, and neither the General Partner nor any Limited Partner shall have
any obligation to contribute to the capital of the Partnership or otherwise
provide funds to enable the Partnership to fund its obligations under this
Section 7.7.

            B. Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding may be paid or reimbursed by the Partnership in advance of the final
disposition of the proceeding upon receipt by the Partnership of (i) a written
affirmation by the Indemnitee of the Indemnitee's good faith belief that the
standard of conduct necessary for indemnification by the Partnership as
authorized in Section 7.7.A has been met and (ii) a written undertaking by or on
behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

            C. The indemnification provided by this Section 7.7 shall be in
addition to any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, pursuant to any vote of the Partners, as a matter
of law or otherwise, and shall continue as to an Indemnitee who has ceased to
serve in such capacity.

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

            E. For purposes of this Section 7.7, the Partnership shall be deemed
to have requested an Indemnitee to serve as fiduciary of an employee benefit
plan whenever the performance by it of its duties to the Partnership also
imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of Section 7.7; and actions taken or
omitted by the Indemnitee with respect to an employee benefit plan in the
performance of its duties for a purpose reasonably believed by it to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the Partnership.

            F. In no event may an Indemnitee subject the Limited Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

            G. An Indemnitee shall not be denied indemnification in whole or in
part under this Section 7.7 because the Indemnitee had an interest in the
transaction with respect to



                                       46
<PAGE>   54

which the indemnification applies if the transaction was otherwise permitted by
the terms of this Agreement.

            H. The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons. Any
amendment, modification or repeal of this Section 7.7 or any provision hereof
shall be prospective only and shall not in any way affect the limitations on the
Partnership's liability to any Indemnitee under this Section 7.7 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

            I. If and to the extent any reimbursements to the General Partner
pursuant to this Section 7.7 constitute gross income of the General Partner (as
opposed to the repayment of advances made by the General Partner on behalf of
the Partnership) such amounts shall constitute guaranteed payments within the
meaning of Section 707(c) of the Code, shall be treated consistently therewith
by the Partnership and all Partners, and shall not be treated as distributions
for purposes of computing the Partners' Capital Accounts.

            J. Any indemnification hereunder is subject to, and limited by, the
provisions of Section 17-108 of the Act.

            K. In the event the Partnership is made a party to any litigation or
otherwise incurs any loss or expense as a result of or in connection with any
Partner's personal obligations or liabilities unrelated to Partnership business,
such Partner shall indemnify and reimburse the Partnership for all such loss and
expense incurred, including legal fees, and the Partnership Interest of such
Partner may be charged therefor. The liability of a Partner under this Section
7.7.K shall not be limited to such Partner's Partnership Interest, but shall be
enforceable against such Partner personally.

            Section 7.8 Liability of the General Partner

            A. Notwithstanding anything to the contrary set forth in this
Agreement, none of the General Partner and any of its officers, directors,
agents and employees shall be liable or accountable in damages or otherwise to
the Partnership, any Partners or any Assignees, or their successors or assigns,
for losses sustained, liabilities incurred or benefits not derived as a result
of errors in judgment or mistakes of fact or law or any act or omission if the
General Partner acted in good faith.

            B. The Limited Partners expressly acknowledge that the General
Partner is acting for the benefit of the Partnership, the Limited Partners and
the General Partner's stockholders collectively, that the General Partner is
under no obligation to give priority to the separate interests of the Limited
Partners or the General Partner's stockholders (including, without limitation,
the tax consequences to Limited Partners or Assignees or to stockholders) in
deciding whether to cause the Partnership to take (or decline to take) any
actions and that the General Partner shall not be liable to the Partnership or
to any Limited Partner for monetary


                                       47
<PAGE>   55

damages for losses sustained, liabilities incurred, or benefits not derived by
Limited Partners in connection with such decisions; provided, that the General
Partner has acted in good faith.

            C. Subject to its obligations and duties as General Partner set
forth in Section 7.1.A, the General Partner may exercise any of the powers
granted to it by this Agreement and perform any of the duties imposed upon it
hereunder either directly or by or through its agents. The General Partner shall
not be responsible for any misconduct or negligence on the part of any such
agent appointed by it in good faith. In no event shall the liability of the
General Partner and its officers, directors, agents and employees, to the
Partnership and the Limited Partners under this Section 7.8 be greater than the
Partnership Interest of the General Partner.

            D. Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability of the General Partner and any of its officers,
directors, agents and employees to the Partnership and the Limited Partners
under this Section 7.8 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.

            Section 7.9 Other Matters Concerning the General Partner

            A. The General Partner may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.

            B. The General Partner may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers and other consultants and
advisers selected by it, and any act taken or omitted to be taken in reliance
upon the opinion of such Persons as to matters which such General Partner
reasonably believes to be within such Person's professional or expert competence
shall be conclusively presumed to have been done or omitted in good faith and in
accordance with such opinion.

            C. The General Partner shall have the right, in respect of any of
its powers or obligations hereunder, to act through any of its duly authorized
officers and a duly appointed attorney or attorneys-in-fact. Each such attorney
shall, to the extent provided by the General Partner in the power of attorney,
have full power and authority to do and perform all and every act and duty which
is permitted or required to be done by the General Partner hereunder.

            D. Notwithstanding any other provisions of this Agreement or any
non-mandatory provision of the Act, any action of the General Partner on behalf
of the Partnership or any decision of the General Partner to refrain from acting
on behalf of the Partnership, undertaken in the good faith belief that such
action or omission is necessary or advisable in order to protect the ability of
the General Partner, for so long as the General Partner has determined to
qualify as a REIT, to (i) continue to qualify as a REIT or (ii) except with
respect to the distribution of Available Cash to the Series B Limited Partners
in accordance with Section 17.3 and to the Series J Limited Partners in
accordance with Section 18.3 avoid the General Partner



                                       48
<PAGE>   56

incurring any taxes under Section 857 or Section 4981 of the Code, is expressly
authorized under this Agreement and is deemed approved by all of the Limited
Partners.

            E. So long as the Company holds any interest in the Partnership (as
either a General Partner or Limited Partner), the Company shall have "management
rights" (as such term is defined in the Plan Asset Regulation) with respect to
the Partnership and its Properties to the extent necessary to qualify the
Company as a "venture capital operating company" (as such term is defined in the
Plan Asset Regulation).

            Section 7.10 Title to Partnership Assets

            Title to Partnership assets, whether real, personal or mixed and
whether tangible or intangible, shall be deemed to be owned by the Partnership
as an entity, and no Partners, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to
any or all of the Partnership assets may be held in the name of the Partnership,
the General Partner or one or more nominees, as the General Partner may
determine, including Affiliates of the General Partner. The General Partner
hereby declares and warrants that any Partnership assets for which legal title
is held in the name of the General Partner or any nominee or Affiliate of the
General Partner shall be deemed held by the General Partner or such nominee or
Affiliate for the use and benefit of the Partnership in accordance with the
provisions of this Agreement; provided, however, that the General Partner shall
use its best efforts to cause beneficial and record title to such assets to be
vested in the Partnership as soon as reasonably practicable. All Partnership
assets shall be recorded as the property of the Partnership in its books and
records, irrespective of the name in which legal title to such Partnership
assets is held.

            Section 7.11 Reliance by Third Parties

            Notwithstanding anything to the contrary in this Agreement, any
Person dealing with the Partnership shall be entitled to assume that the General
Partner has full power and authority to encumber, sell or otherwise use in any
manner any and all assets of the Partnership and to enter into any contracts on
behalf of the Partnership, and such Person shall be entitled to deal with the
General Partner as if it were the Partnership's sole party in interest, both
legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies which may be available against such Person to
contest, negate or disaffirm any action of the General Partner in connection
with any such dealing. In no event shall any Person dealing with the General
Partner or its representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or expedience
of any act or action of the General Partner or its representatives. Each and
every certificate, document or other instrument executed on behalf of the
Partnership by the General Partner or its representatives shall be conclusive
evidence in favor of any and every Person relying thereon or claiming thereunder
that (i) at the time of the execution and delivery of such certificate, document
or instrument, this Agreement was in full force and effect, (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership and (iii)
such certificate, document or instrument was duly executed and delivered in
accordance with the terms and provisions of this Agreement and is binding upon
the Partnership.


                                       49
<PAGE>   57
                                   ARTICLE 8.
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

            Section 8.1 Limitation of Liability

            The Limited Partners shall have no liability under this Agreement
except as expressly provided in this Agreement or under the Act.

            Section 8.2 Management of Business

            No Limited Partner or Assignee (other than the General Partner, any
of its Affiliates or any officer, director, employee, general partner, agent or
trustee of the General Partner, the Partnership or any of their Affiliates, in
their capacity as such) shall take part in the operations, management or control
(within the meaning of the Act) of the Partnership's business, transact any
business in the Partnership's name or have the power to sign documents for or
otherwise bind the Partnership. The transaction of any such business by the
General Partner, any of its Affiliates or any officer, director, employee,
general partner, agent or trustee of the General Partner, the Partnership or any
of their Affiliates, in their capacity as such, shall not affect, impair or
eliminate the limitations on the liability of the Limited Partners or Assignees
under this Agreement.

            Section 8.3 Outside Activities of Limited Partners

            Subject to any agreements entered into by a Limited Partner or its
Affiliates with the General Partner, Partnership or a Subsidiary, any Limited
Partner and any officer, director, employee, agent, trustee, Affiliate or
stockholder of any Limited Partner shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities in direct competition
with the Partnership or that are enhanced by the activities of the Partnership.
Neither the Partnership nor any Partners shall have any rights by virtue of this
Agreement in any business ventures of any Limited Partner or Assignee. Subject
to such agreements, none of the Limited Partners nor any other Person shall have
any rights by virtue of this Agreement or the partnership relationship
established hereby in any business ventures of any other Person, other than the
Limited Partners benefiting from the business conducted by the General Partner,
and such other Person shall have no obligation pursuant to this Agreement to
offer any interest in any such business ventures to the Partnership, any Limited
Partner or any such other Person, even if such opportunity is of a character
which, if presented to the Partnership, any Limited Partner or such other
Person, could be taken by such other Person.

            Section 8.4 Return of Capital

            Except pursuant to the rights of Redemption set forth in Section 8.6
and the redemption and exchange rights set forth in Sections 17.5, 17.8, 18.5
and 18.8, no Limited Partner shall be entitled to the withdrawal or return of
his or her Capital Contribution, except to the extent of distributions made
pursuant to this Agreement or upon termination of the Partnership as provided
herein. Except as expressly set forth herein with respect to the rights,
priorities and preferences of the Preferred Limited Partners holding any series
of Preferred Units,


                                       50
<PAGE>   58

no Limited Partner or Assignee shall have priority over any other Limited
Partner or Assignee either as to the return of Capital Contributions, or as
otherwise expressly provided in this Agreement, as to profits, losses,
distributions or credits.

            Section 8.5 Rights of Limited Partners Relating to the Partnership

            A. In addition to other rights provided by this Agreement or by the
Act, and except as limited by Section 8.5.C, each Limited Partner shall have the
right, for a purpose reasonably related to such Limited Partner's interest as a
limited partner in the Partnership, upon written demand with a statement of the
purpose of such demand and at the Partnership's expense:

            (i)     to obtain a copy of the most recent annual and quarterly
                    reports filed with the Securities and Exchange Commission by
                    the General Partner pursuant to the Exchange Act, and each
                    communication sent to the stockholders of the General
                    Partner;

            (ii)    to obtain a copy of the Partnership's Federal, state and
                    local income tax returns for each Partnership Year;

            (iii)   to obtain a current list of the name and last known
                    business, residence or mailing address of each Partner;

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

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

            B. The Partnership shall notify each Common Limited Partner in
writing of any adjustment made in the calculation of the REIT Shares Amount
within ten (10) Business Days of the date such change becomes effective.

            C. Notwithstanding any other provision of this Section 8.5, the
General Partner may keep confidential from the Limited Partners, for such period
of time as the General Partner determines in its sole and absolute discretion to
be reasonable, any information that (i) the General Partner believes to be in
the nature of trade secrets or other information the disclosure of which the
General Partner in good faith believes is not in the best interests of the
Partnership or (ii) the Partnership or the General Partner is required by law or
by agreements with unaffiliated third parties to keep confidential.


                                       51
<PAGE>   59

            Section 8.6 Common Limited Partner Redemption Rights

            A. On or after the date one year after the Effective Date, or on or
after such later date as expressly provided in an agreement entered into between
the Partnership and any Common Limited Partner, each Common Limited Partner
shall have the right (subject to the terms and conditions set forth herein and
in any other such agreement, as applicable) to require the Partnership to redeem
all or a portion of the Common Partnership Units held by such Common Limited
Partner (such Partnership Units being hereafter referred to as "Tendered Units")
in exchange for the Cash Amount (a "Redemption"); provided, that the terms of
such Common Partnership Units do not provide that such Common Partnership Units
are not entitled to a right of Redemption. Unless otherwise expressly provided
in this Agreement or a separate agreement entered into between the Partnership
and the holders of such Partnership Units, all Common Partnership Units shall be
entitled to a right of Redemption hereunder. Notwithstanding the foregoing, a
PLP shall not have the right to require the Partnership to redeem, and the
Partnership may not redeem, (i) a number of Performance Units held by such PLP
in excess of the Performance Amount; or (ii) any Performance Units prior to the
second anniversary of their issuance. Any Redemption shall be exercised pursuant
to a Notice of Redemption delivered to the General Partner by the Common Limited
Partner who is exercising the right (the "Tendering Partner"). The Cash Amount
shall be delivered as a certified check payable to the Tendering Partner within
ten (10) days of the Specified Redemption Date in accordance with the
instructions set forth in the Notice of Redemption.

            B. Notwithstanding Section 8.6.A above, if a Common Limited Partner
has delivered to the General Partner a Notice of Redemption then the General
Partner may, in its sole and absolute discretion, (subject to the limitations on
ownership and transfer of REIT Shares set forth in Article IV.E of the Charter)
elect to acquire some or all of the Tendered Units from the Tendering Partner in
exchange for the REIT Shares Amount (as of the Specified Redemption Date) and,
if the General Partner so elects, the Tendering Partner shall sell the Tendered
Units to the General Partner in exchange for the REIT Shares Amount. In such
event, the Tendering Partner shall have no right to cause the Partnership to
redeem such Tendered Units. The General Partner shall promptly give such
Tendering Partner written notice of its election, and the Tendering Partner may
elect to withdraw its redemption request at any time prior to the acceptance of
the Cash Amount or REIT Shares Amount by such Tendering Partner.

            C. The REIT Shares Amount, if applicable, shall be delivered as duly
authorized, validly issued, fully paid and nonassessable REIT Shares and, if
applicable, free of any pledge, lien, encumbrance or restriction, other than
those provided in the Charter, the Bylaws of the General Partner, the Securities
Act, relevant state securities or blue sky laws and any applicable registration
rights agreement with respect to such REIT Shares entered into by the Tendering
Partner. The REIT Shares Amount shall be registered in the name and otherwise
delivered as set forth in the Notice of Redemption. Notwithstanding any delay in
such delivery (but subject to Section 8.6.E below), the Tendering Partner shall
be deemed the owner of such REIT Shares for all purposes, including without
limitation, rights to vote or consent, and receive dividends, as of the
Specified Redemption Date.


                                       52
<PAGE>   60

            D. Each Common Limited Partner covenants and agrees with the General
Partner that all Tendered Units shall be delivered to the General Partner free
and clear of all liens, claims and encumbrances whatsoever and should any such
liens, claims and/or encumbrances exist or arise with respect to such Tendered
Units, the General Partner shall be under no obligation to acquire the same.
Each Common Limited Partner further agrees that, in the event any state or local
property transfer tax is payable as a result of the transfer of its Tendered
Units to the General Partner (or its designee), such Common Limited Partner
shall assume and pay such transfer tax.

            E. Notwithstanding the provisions of Sections 8.6.A, 8.6.B, 8.6.C or
any other provision of this Agreement, a Common Limited Partner (i) shall not be
entitled to effect a Redemption for cash or an exchange for REIT Shares to the
extent the ownership or right to acquire REIT Shares pursuant to such exchange
by such Partner on the Specified Redemption Date would cause such Partner or any
other Person, or, in the opinion of counsel selected by the General Partner, may
cause such Partner or any other Person, to violate the restrictions on ownership
and transfer of REIT Shares set forth in Article IV.E of the Charter and (ii)
shall have no rights under this Agreement to acquire REIT Shares which would
otherwise be prohibited under the Charter. To the extent any attempted
Redemption or exchange for REIT Shares would be in violation of this Section
8.6.E, it shall be null and void ab initio and such Common Limited Partner shall
not acquire any rights or economic interest in the cash otherwise payable upon
such redemption or the REIT Shares otherwise issuable upon such exchange.

            F. Notwithstanding anything herein to the contrary (but subject to
Section 8.6.E above), with respect to any Redemption or exchange for REIT Shares
pursuant to this Section 8.6:

            (i)     All Common Partnership Units acquired by the General Partner
                    pursuant thereto shall automatically, and without further
                    action required, be converted into and deemed to be General
                    Partner Interests comprised of the same number and class of
                    Common Partnership Units.

            (ii)    Without the consent of the General Partner, each Common
                    Limited Partner may not effect a Redemption for less than
                    10,000 Partnership Units or, if the Common Limited Partner
                    holds less than 10,000 Partnership Units, all of the Common
                    Partnership Units held by such Common Limited Partner.

            (iii)   Without the consent of the General Partner, each Common
                    Limited Partner may not effect a Redemption during the
                    period after the Partnership Record Date with respect to a
                    distribution and before the record date established by the
                    General Partner for a distribution to its common
                    stockholders of some or all of its portion of such
                    distribution.

            (iv)    The consummation of any Redemption or exchange for REIT
                    Shares shall be subject to the expiration or termination of
                    the applicable waiting period, if any, under the
                    Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
                    amended.


                                       53
<PAGE>   61

            (v)     Each Tendering Partner shall continue to own all Common
                    Partnership Units subject to any Redemption or exchange for
                    REIT Shares, and be treated as a Common Limited Partner with
                    respect to such Common Partnership Units for all purposes of
                    this Agreement, until such Common Partnership Units are
                    transferred to the General Partner and paid for or exchanged
                    as of the Specified Redemption Date. Until a Specified
                    Redemption Date, the Tendering Partner shall have no rights
                    as a stockholder of the General Partner with respect to such
                    Tendering Partner's Common Partnership Units.

            G. In the event that the Partnership issues additional Partnership
Interests to any Additional Limited Partner pursuant to Section 4.3.C, the
General Partner shall make such revisions to this Section 8.6 as it determines
are necessary to reflect the issuance of such additional Partnership Interests.

                                   ARTICLE 9.
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

            Section 9.1 Records and Accounting

            The General Partner shall keep or cause to be kept at the principal
office of the Partnership appropriate books and records with respect to the
Partnership's business, including without limitation, all books and records
necessary to provide to the Limited Partners any information, lists and copies
of documents required to be provided pursuant to Section 9.3. Any records
maintained by or on behalf of the Partnership in the regular course of its
business may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, micrographics or any other information storage device; provided,
that the records so maintained are convertible into clearly legible written form
within a reasonable period of time. The books of the Partnership shall be
maintained, for financial and tax reporting purposes, on an accrual basis in
accordance with generally accepted accounting principles.

            Section 9.2 Fiscal Year

            The fiscal year of the Partnership shall be the calendar year.

            Section 9.3 Reports

            A. As soon as practicable, but in no event later than one hundred
and five (105) days after the close of each Partnership Year, or such earlier
date as they are filed with the Securities and Exchange Commission, the General
Partner shall cause to be mailed to each Limited Partner as of the close of the
Partnership Year, an annual report containing financial statements of the
Partnership, or of the General Partner if such statements are prepared solely on
a consolidated basis with the General Partner, for such Partnership Year,
presented in accordance with generally accepted accounting principles, such
statements to be audited by a nationally recognized firm of independent public
accountants selected by the General Partner.


                                       54
<PAGE>   62

            B. As soon as practicable, but in no event later than forty-five
(45) days after the close of each calendar quarter (except the last calendar
quarter of each year), or such earlier date as they are filed with the
Securities and Exchange Commission, the General Partner shall cause to be mailed
to each Limited Partner as of the last day of the calendar quarter, a report
containing unaudited financial statements of the Partnership, or of the General
Partner, if such statements are prepared solely on a consolidated basis with the
General Partner, presented in accordance with the applicable law or regulation,
or as the General Partner determines to be appropriate.

            Section 9.4 Nondisclosure of Certain Information

            Notwithstanding the provisions of Sections 9.1 and 9.3, the General
Partner may keep confidential from the Limited Partners any information that the
General Partner believes to be in the nature of trade secrets or other
information the disclosure of which the General Partner in good faith believes
is not in the best interests of the Partnership or which the Partnership is
required by law or by agreements with unaffiliated third parties to keep
confidential.

                                   ARTICLE 10.
                                   TAX MATTERS

            Section 10.1 Preparation of Tax Returns

            The General Partner shall arrange for the preparation and timely
filing of all returns of Partnership income, gains, deductions, losses and other
items required of the Partnership for Federal and state income tax purposes and
shall use all reasonable efforts to furnish, within ninety (90) days of the
close of each taxable year, the tax information reasonably required by Limited
Partners for Federal and state income tax reporting purposes. Each Limited
Partner shall promptly provide the General Partner with such information
relating to any Contributed Property contributed by such Limited Partner to the
Partnership.

            Section 10.2 Tax Elections

            Except as otherwise provided herein, the General Partner shall, in
its sole and absolute discretion, determine whether to make any available
election pursuant to the Code, including the election under Section 754 of the
Code. The General Partner shall have the right to seek to revoke any such
election (including without limitation, any election under Section 754 of the
Code) upon the General Partner's determination in its sole and absolute
discretion that such revocation is the best interests of the Partners.

            Section 10.3 Tax Matters Partner

            A. The General Partner shall be the "tax matters partner" of the
Partnership for Federal income tax purposes. Pursuant to Section 6223(c) of the
Code, upon receipt of notice from the IRS of the beginning of an administrative
proceeding with respect to the Partnership, the tax matters partner shall
furnish the IRS with the name, address and profit interest of each of the
Limited Partners and Assignees; provided, however, that such information is
provided to the Partnership by the Limited Partners and Assignees.


                                       55
<PAGE>   63

            B. The tax matters partner is authorized, but not required:

            (i)     to enter into any settlement with the IRS with respect to
                    any administrative or judicial proceedings for the
                    adjustment of Partnership items required to be taken into
                    account by a Partner for income tax purposes (such
                    administrative proceedings being referred to as a "tax
                    audit" and such judicial proceedings being referred to as
                    "judicial review"), and in the settlement agreement the tax
                    matters partner may expressly state that such agreement
                    shall bind all Partners, except that such settlement
                    agreement shall not bind any Partner (a) who (within the
                    time prescribed pursuant to the Code and Regulations) files
                    a statement with the IRS providing that the tax matters
                    partner shall not have the authority to enter into a
                    settlement agreement on behalf of such Partner or (b) who is
                    a "notice partner" (as defined in Section 6231 of the Code)
                    or a member of a "notice group" (as defined in Section
                    6223(b)(2) of the Code);

            (ii)    in the event that a notice of a final administrative
                    adjustment at the Partnership level of any item required to
                    be taken into account by a Partner for tax purposes (a
                    "final adjustment") is mailed to the tax matters partner, to
                    seek judicial review of such final adjustment, including the
                    filing of a petition for readjustment with the Tax Court or
                    the United States Claims Court, or the filing of a complaint
                    for refund with the District Court of the United States for
                    the district in which the Partnership's principal place of
                    business is located;

            (iii)   to intervene in any action brought by any other Partner for
                    judicial review of a final adjustment;

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

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

            (vi)    to take any other action on behalf of the Partners of the
                    Partnership in connection with any tax audit or judicial
                    review proceeding to the extent permitted by applicable law
                    or regulations.

            The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the General
Partner set forth in Section 7.7 shall be fully applicable to the tax matters
partner in its capacity as such.


                                       56
<PAGE>   64

            C. The tax matters partner shall receive no compensation for its
services. All third party costs and expenses incurred by the tax matters partner
in performing its duties as such (including legal and accounting fees) shall be
borne by the Partnership. Nothing herein shall be construed to restrict the
Partnership from engaging an accounting firm to assist the tax matters partner
in discharging its duties hereunder, so long as the compensation paid by the
Partnership for such services is reasonable.

            Section 10.4 Organizational Expenses

            The Partnership shall elect to deduct expenses, if any, incurred by
it in organizing the Partnership ratably over a sixty (60) month period as
provided in Section 709 of the Code.

            Section 10.5 Withholding

            Each Limited Partner hereby authorizes the Partnership to withhold
from or pay on behalf of or with respect to such Limited Partner any amount of
Federal, state, local, or foreign taxes that the General Partner determines that
the Partnership is required to withhold or pay with respect to any amount
distributable or allocable to such Limited Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445 or 1446 of the Code. Any
amount paid on behalf of or with respect to a Limited Partner shall constitute a
loan by the Partnership to such Limited Partner, which loan shall be repaid by
such Limited Partner within fifteen (15) days after notice from the General
Partner that such payment must be made unless (i) the Partnership withholds such
payment from a distribution which would otherwise be made to the Limited Partner
or (ii) the General Partner determines, in its sole and absolute discretion,
that such payment may be satisfied out of the available funds of the Partnership
which would, but for such payment, be distributed to the Limited Partner. Any
amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated
as having been distributed to such Limited Partner. Each Limited Partner hereby
unconditionally and irrevocably grants to the Partnership a security interest in
such Limited Partner's Partnership Interest to secure such Limited Partner's
obligation to pay to the Partnership any amounts required to be paid pursuant to
this Section 10.5. In the event that a Limited Partner fails to pay any amounts
owed to the Partnership pursuant to this Section 10.5 when due, the General
Partner may, in its sole and absolute discretion, elect to make the payment to
the Partnership on behalf of such defaulting Limited Partner, and in such event
shall be deemed to have loaned such amount to such defaulting Limited Partner
and shall succeed to all rights and remedies of the Partnership as against such
defaulting Limited Partner (including, without limitation, the right to receive
distributions and the holding of a security interest in such Limited Partner's
Partnership Interest). Any amounts payable by a Limited Partner hereunder shall
bear interest at the base rate on corporate loans at large United States money
center commercial banks, as published from time to time in the Wall Street
Journal, plus two percentage points (but not higher than the maximum lawful
rate) from the date such amount is due (i.e., 15 days after demand) until such
amount is paid in full. Each Limited Partner shall take such actions as the
Partnership or the General Partner shall request in order to perfect or enforce
the security interest created hereunder.


                                       57
<PAGE>   65

                                   ARTICLE 11.
                            TRANSFERS AND WITHDRAWALS

            Section 11.1 Transfer

            A. The term "transfer," when used in this Article 11 with respect to
a Partnership Interest, shall be deemed to refer to a transaction by which the
General Partner purports to assign its General Partner Interest to another
Person or by which a Limited Partner purports to assign its Limited Partnership
Interest to another Person, and includes a sale, assignment, gift (outright or
in trust), pledge, encumbrance, hypothecation, mortgage, exchange or any other
disposition by law or otherwise. Except to the extent otherwise specified, the
term "transfer" when used in this Article 11 does not include any Redemption or
exchange for REIT Shares pursuant to Section 8.6, any redemption of Preferred
Units pursuant to Sections 16.5, 17.5 or 18.5 or any exchange for Preferred
Shares pursuant to Section 17.8 or 18.8. No part of the interest of a Limited
Partner shall be subject to the claims of any creditor, any spouse for alimony
or support, or to legal process, and may not be voluntarily or involuntarily
alienated or encumbered, except as may be specifically provided for in this
Agreement.

            B. No Partnership Interest shall be transferred, in whole or in
part, except in accordance with the terms and conditions set forth in this
Article 11. Any transfer or purported transfer of a Partnership Interest not
made in accordance with this Article 11 shall be null and void ab initio unless
otherwise consented by the General Partner in its sole and absolute discretion.

            Section 11.2 Transfer of General Partner's Partnership Interest

            A. The General Partner shall not withdraw from the Partnership and
shall not transfer all or any portion of its interest in the Partnership
(whether by sale, statutory merger, consolidation, liquidation or otherwise)
without the Consent of the Limited Partners which may be given or withheld by
each such Limited Partner in its sole and absolute discretion, and only upon the
admission of a successor General Partner pursuant to Section 12.1; provided,
however, that, subject to Sections 11.2.B, 11.2.C, 11.2.D and 11.2.E, the
General Partner may withdraw from the Partnership and transfer all of its
interest upon the merger, consolidation or sale of substantially all of the
assets of the General Partner without the consent of any Limited Partners. Upon
any transfer of a Partnership Interest in accordance with the provisions of this
Section 11.2, the transferee shall become a substitute General Partner for all
purposes herein, and shall be vested with the powers and rights of the
transferor General Partner, and shall be liable for all obligations and
responsible for all duties of the General Partner, once such transferee has
executed such instruments as may be necessary to effectuate such admission and
to confirm the agreement of such transferee to be bound by all the terms and
provisions of this Agreement with respect to the Partnership Interest so
acquired. It is a condition to any transfer otherwise permitted hereunder that
the transferee assumes, by operation of law or express agreement, all of the
obligations of the transferor General Partner under this Agreement with respect
to such transferred Partnership Interest, and no such transfer (other than
pursuant to a statutory merger or consolidation wherein all obligations and
liabilities of the transferor General Partner are assumed by a successor
corporation by operation of law) shall relieve the transferor General Partner of
its


                                       58
<PAGE>   66

obligations under this Agreement without the Consent of the Partners, in their
reasonable discretion. In the event the General Partner withdraws from the
Partnership, or otherwise dissolves or terminates, or upon the Incapacity of the
General Partner, all of the remaining Partners may elect to continue the
Partnership business by selecting a substitute General Partner in accordance
with the Act.

            B. Neither the General Partner nor the Partnership may engage in any
merger, consolidation or other combination with or into another person, or
effect any reclassification, recapitalization or change of its outstanding
equity interests, and the General Partner may not sell all or substantially all
of its assets (each a "Termination Transaction") unless in connection with the
Termination Transaction all holders of Partnership Units either will receive, or
will have the right to elect to receive, for each Partnership Unit an amount of
cash, securities or other property equal to the product of the REIT Share Amount
and the greatest amount of cash, securities or other property paid to the holder
of one REIT Share in consideration of one REIT Share pursuant to the Termination
Transaction. If, in connection with the Termination Transaction, a purchase,
tender or exchange offer shall have been made to and accepted by the holders of
the outstanding REIT Shares, each holder of Partnership Units will receive, or
will have the right to elect to receive, the greatest amount of cash, securities
or other property which such holder would have received had it exercised its
rights to Redemption (as set forth in Section 8.6) and received REIT Shares in
exchange for its Partnership Units immediately prior to the expiration of such
purchase, tender or exchange offer and had thereupon accepted such purchase,
tender or exchange offer. The PLPs shall have the benefit of the foregoing
provisions with respect to all of their Performance Units, notwithstanding the
limitation set forth in Section 8.6.A on a PLPs ability to exercise its rights
to a Redemption.

            C. A Termination Transaction may also occur if the following
conditions are met: (i) substantially all of the assets directly or indirectly
owned by the surviving entity are held directly or indirectly by the Partnership
or another limited partnership or limited liability company which is the
survivor of a merger, consolidation or combination of assets with the
Partnership (in each case, the "Surviving Partnership"); (ii) the holders of
Partnership Units, including the holders of Performance Units issued or to be
issued, own a percentage interest of the Surviving Partnership based on the
relative fair market value of the net assets of the Partnership and the other
net assets of the Surviving Partnership immediately prior to the consummation of
such transaction; (iii) the rights, preferences and privileges of such holders
in the Surviving Partnership, including the holders of Performance Units issued
or to be issued, are at least as favorable as those in effect immediately prior
to the consummation of such transaction and as those applicable to any other
limited partners or non-managing members of the Surviving Partnership (except,
as to Performance Units, for such differences with Partnership Units regarding
liquidation, Redemption and exchange as are set forth herein); and (iv) such
rights of the Limited Partners, including the holders of Performance Units
issued or to be issued, include at least one of the following: (a) the right to
redeem their interests in the Surviving Partnership for the consideration
available to such persons pursuant to Section 11.2.B; or (b) the right to redeem
their Partnership Units for cash on terms equivalent to those in effect with
respect to their Partnership Units immediately prior to the consummation of such
transaction, or, if the ultimate controlling person of the Surviving Partnership
has publicly traded common equity securities,


                                       59
<PAGE>   67

such common equity securities, with an exchange ratio based on the determination
of relative fair market value of such securities and the REIT Shares.

            D. In connection with any transaction permitted by Section 11.2.B or
11.2.C the determination of relative fair market values and rights, preferences
and privileges of the Limited Partners shall be reasonably determined by the
General Partner's Board of Directors as of the time of the Termination
Transaction and, to the extent applicable, the values shall be no less favorable
to the holders of Partnership Units than the relative values reflected in the
terms of the Termination Transaction.

            E. In the event of a Termination Transaction, the arrangements with
respect to Performance Units and Performance Shares will be equitably adjusted
to reflect the terms of the transaction, including, to the extent that the REIT
Shares are exchanged for consideration other than publicly traded common equity,
the transfer or release of remaining Performance Shares pursuant to the Escrow
Agreements, and resulting issuance of any Performance Units as set forth in
Section 4.3.F.

            Section 11.3 Limited Partners' Rights to Transfer

            A. Any Limited Partner may, at any time without the consent of the
General Partner, (i) transfer all or any portion of its Partnership Interest to
the General Partner, (ii) transfer all or any portion of its Partnership
Interest to an Affiliate controlled thereby or to an Immediate Family member,
subject to the provisions of Section 11.6, (iii) transfer all or any portion of
its Partnership Interest to a trust for the benefit of a charitable beneficiary
or to a charitable foundation, subject to the provisions of Section 11.6 and
(iv) subject to the provisions of Section 11.6, (a) pledge (a "Pledge") all or
any portion of its Partnership Interest to a lending institution, which is not
an Affiliate of such Limited Partner, as collateral or security for a bona fide
loan or other extension of credit, or (b) transfer such pledged Partnership
Interest to such lending institution in connection with the exercise of remedies
under such loan or extension of credit. In addition, each Limited Partner or
Assignee (resulting from a transfer made pursuant to clauses (i)-(iv) of the
preceding sentence) shall have the right to transfer all or any portion of its
Partnership Interest, subject to the provisions of Section 11.6 and the
satisfaction of each of the following conditions:

            (a)   General Partner Right of First Refusal. The transferring
                  Partner shall give written notice of the proposed transfer to
                  the General Partner, which notice shall state (x) the identity
                  of the proposed transferee and (y) the amount and type of
                  consideration proposed to be received for the transferred
                  Partnership Units. The General Partner shall have ten (10)
                  days upon which to give the transferring Partner notice of its
                  election to acquire the Partnership Units on the proposed
                  terms. If it so elects, it shall purchase the Partnership
                  Units on such terms within ten (10) days after giving notice
                  of such election. If it does not so elect, the transferring
                  Partner may transfer such Partnership Units to a third party,
                  on economic terms no more favorable to the transferee than the
                  proposed terms, subject to the other conditions of this
                  Section 11.3.


                                       60
<PAGE>   68

            (b)   Qualified Transferee. Any transfer of a Partnership Interest
                  shall be made only to Qualified Transferees.

            It is a condition to any transfer otherwise permitted hereunder that
the transferee assumes by operation of law or express agreement all of the
obligations of the transferor Limited Partner under this Agreement with respect
to such transferred Partnership Interest and no such transfer (other than
pursuant to a statutory merger or consolidation wherein all obligations and
liabilities of the transferor Partner are assumed by a successor corporation by
operation of law) shall relieve the transferor Partner of its obligations under
this Agreement without the approval of the General Partner, in its reasonable
discretion. Notwithstanding the foregoing, any transferee of any transferred
Partnership Interest shall be subject to any and all ownership limitations
contained in the Charter, which may limit or restrict such transferee's ability
to exercise its exchange rights set forth in Section 17.8 and 18.8 and to the
representations set forth in Section 3.4.D. Any transferee, whether or not
admitted as a Substituted Limited Partner, shall take subject to the obligations
of the transferor hereunder. Unless admitted as a Substituted Limited Partner,
no transferee, whether by a voluntary transfer, by operation of law or
otherwise, shall have any rights hereunder, other than the rights of an Assignee
as provided in Section 11.5.

            B. If a Limited Partner is subject to Incapacity, the executor,
administrator, trustee, committee, guardian, conservator, or receiver of such
Limited Partner's estate shall have all the rights of a Limited Partner, but not
more rights than those enjoyed by other Limited Partners, for the purpose of
settling or managing the estate, and such power as the Incapacitated Limited
Partner possessed to transfer all or any part of his or its interest in the
Partnership. The Incapacity of a Limited Partner, in and of itself, shall not
dissolve or terminate the Partnership.

            C. The General Partner may prohibit any transfer otherwise permitted
under this Section 11.3 by a Limited Partner of his or her Partnership Units if,
in the opinion of legal counsel to the Partnership, such transfer would require
the filing of a registration statement under the Securities Act by the
Partnership or would otherwise violate any Federal or state securities laws or
regulations applicable to the Partnership or the Partnership Unit.

            D. No transfer by a Limited Partner of his or her Partnership Units
(including any Redemption or exchange for REIT Shares pursuant to Section 8.6,
the redemption or exchange rights set forth in Sections 17.5 and 17.8 or
Sections 18.5 and 18.8, or any other acquisition of Common Units, Series B
Preferred Partnership Units or Series J Preferred Partnership Units by the
General Partner or the Partnership) may be made to any person if (i) in the
opinion of legal counsel for the Partnership, it could result in the Partnership
being treated as an association taxable as a corporation or (ii) absent the
consent of the General Partner, which may be given or withheld in its sole and
absolute discretion, such transfer could be treated as effectuated through an
"established securities market" or a "secondary market (or the substantial
equivalent thereof)" within the meaning of Section 7704 of the Code.


            E. No transfer of any Partnership Units may be made to a lender to
the Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose loan
constitutes a Nonrecourse Liability, without the consent of the General Partner,
in its sole and absolute discretion; provided, that as a


                                       61
<PAGE>   69
condition to such consent, the lender will be required to enter into an
arrangement with the Partnership and the General Partner to redeem or exchange
for the REIT Shares Amount, or the specified amount of Series B Preferred Shares
and Series J Preferred Shares, as the case may be, any Partnership Units in
which a security interest is held simultaneously with the time at which such
lender would be deemed to be a partner in the Partnership for purposes of
allocating liabilities to such lender under Section 752 of the Code.

            F. No Limited Partner may withdraw from the Partnership except as a
result of transfer, Redemption or exchange of Partnership Units pursuant hereto.

            G. No PLP (or any transferee described below) shall be entitled to
transfer any Performance Units prior to the second anniversary of their
issuance, without the consent of the General Partner, which may be given or
withheld in its sole discretion; provided, however, no such consent shall be
required under this Section 11.3.G (but subject to the other limitations of this
Article 11) for a transfer of all or a portion of such Performance Units to an
Affiliate, to Immediate Family Members, to a trust described in Section
11.3.A(iii), pursuant to a Pledge, or a transfer of such pledged units to such
lending institution in connection with the exercise of remedies under such loan
or extension of credit.

            Section 11.4 Substituted Limited Partners

            A. No Limited Partner shall have the right to substitute a
transferee as a Limited Partner in his or her place (including any transferee
permitted by Section 11.3 above). The General Partner shall, however, have the
right to consent to the admission of a permitted transferee of the interest of a
Limited Partner, as a Substituted Limited Partner, pursuant to this Section
11.4, which consent may be given or withheld by the General Partner in its sole
and absolute discretion. The General Partner's failure or refusal to permit a
transferee of any such interests to become a Substituted Limited Partner shall
not give rise to any cause of action against the Partnership or any Partner.

            B. A transferee who has been admitted as a Substituted Limited
Partner in accordance with this Article 11 shall have all the rights and powers
and be subject to all the restrictions and liabilities of a Limited Partner
under this Agreement. The admission of any transferee as a Substituted Limited
Partner shall be subject to the transferee executing and delivering to the
Partnership an acceptance of all of the terms and conditions of this Agreement
(including, without limitation, the provisions of Section 2.4 and such other
documents or instruments as may be required to effect the admission, each in
form and substance satisfactory to the General Partner) and the acknowledgment
by such transferee that each of the representations and warranties set forth in
Section 3.4 are true and correct with respect to such transferee as of the date
of the transfer of the Partnership Interest to such transferee and will continue
to be true to the extent required by such representations and warranties.

            C. Upon the admission of a Substituted Limited Partner, the General
Partner shall amend Exhibit A to reflect the name, address, number of
Partnership Units, and Percentage Interest of such Substituted Limited Partner
and to eliminate or adjust, if necessary, the name, address and interest of the
predecessor of such Substituted Limited Partner.


                                       62
<PAGE>   70

            Section 11.5 Assignees

            If the General Partner, in its sole and absolute discretion, does
not consent to the admission of any permitted transferee under Section 11.3 as a
Substituted Limited Partner, as described in Section 11.4, such transferee shall
be considered an Assignee for purposes of this Agreement. An Assignee shall be
entitled to all the rights of an assignee of a limited partnership interest
under the Act, including the right to receive distributions from the Partnership
and the share of Net Income, Net Losses, gain and loss attributable to the
Partnership Units assigned to such transferee, the rights to transfer the
Partnership Units provided in this Article 11, the right of Redemption provided
in Section 8.6, the right of exchange for Series B Preferred Shares set forth in
Section 17.8 and the right of exchange for Series J Preferred Shares set forth
in Section 18.8, but shall not be deemed to be a holder of Partnership Units for
any other purpose under this Agreement, and shall not be entitled to effect a
Consent with respect to such Partnership Units on any matter presented to the
Limited Partners for approval (such Consent remaining with the transferor
Limited Partner). In the event any such transferee desires to make a further
assignment of any such Partnership Units, such transferee shall be subject to
all the provisions of this Article 11 to the same extent and in the same manner
as any Limited Partner desiring to make an assignment of Partnership Units.
Notwithstanding anything contained in this Agreement to the contrary, as a
condition to becoming an Assignee, any prospective Assignee must first execute
and deliver to the Partnership an acknowledgment that each of the
representations and warranties set forth in Section 3.4 hereof are true and
correct with respect to such prospective Assignee as of the date of the
prospective assignment of the Partnership Interest to such prospective Assignee
and will continue to be true to the extent required by such representations or
warranties.

            Section 11.6 General Provisions

            A. No Limited Partner may withdraw from the Partnership other than
(i) as a result of a permitted transfer of all of such Limited Partner's
Partnership Units in accordance with this Article 11 and the transferee(s) of
such Units being admitted to the Partnership as a Substituted Limited Partner(s)
or (ii) pursuant to the exercise of its right of Redemption of all of such
Limited Partner's Partnership Units under Section 8.6, its right of exchange of
all of such Limited Partner's Series B Preferred Units under Section 17.8 or its
right of exchange of all of such Limited Partner's Series J Preferred Units
under Section 18.8, or upon the redemption of all of such Limited Partner's
Series B Preferred Units pursuant to Section 17.5 or the redemption of all of
such Limited Partner's Series J Preferred Units pursuant to Section 18.5;
provided that after such transfer, exchange or redemption such Limited Partner
owns no Partnership Units.

            B. Any Limited Partner who shall assign all of such Limited
Partner's Partnership Units (i) in a transfer permitted pursuant to this Article
11 where such transferee was admitted as a Substituted Limited Partner, (ii)
pursuant to the exercise of (1) its rights of Redemption of all of such Limited
Partner's Partnership Units under Section 8.6, (2) its right of exchange of all
of such Limited Partner's Series B Preferred Units under Section 17.8 or (3) its
right of exchange of all of such Limited Partner's Series J Preferred Units
under Section 18.8, or (iii) upon the redemption of all of such Limited
Partner's Series B Preferred Units pursuant to Section 17.5 or the redemption of
all of such Limited Partner's Series J Preferred Units pursuant


                                       63
<PAGE>   71

to Section 18.5 shall cease to be a Limited Partner; provided that after such
transfer, exchange or redemption such Limited Partner owns no Partnership Units.

            C. Transfers pursuant to this Article 11 may only be made effective
on the last day of the month set forth on the written instrument of transfer,
unless the General Partner otherwise agrees.

            D. If any Partnership Interest is transferred, assigned or redeemed
during any quarterly segment of the Partnership's fiscal year in compliance with
the provisions of this Article 11 or transferred or redeemed pursuant to
Sections 8.6, 17.5 or 18.5, on any day other than the first day of a Partnership
Year, then Net Income, Net Losses, each item thereof and all other items
attributable to such Partnership Interest for such fiscal year shall be divided
and allocated between the transferor Partner and the transferee Partner by
taking into account their varying interests during the fiscal year in accordance
with Section 706(d) of the Code, using the interim closing of the books method.
Except as otherwise required by Section 706(d) of the Code or as otherwise
specified in this Agreement or as otherwise determined by the General Partner
(to the extent consistent with Section 706(d) of the Code), solely for purposes
of making such allocations, each of such items for the calendar month in which
the transfer, assignment or redemption occurs shall be allocated among all the
Partners and Assignees in a manner determined by the General Partner in its sole
discretion.

            E. In addition to any other restrictions on transfer herein
contained, including without limitation the provisions of this Article 11 and
Section 2.6, in no event may any transfer or assignment of a Partnership
Interest by any Partner (including by way of a Redemption or exchange for Series
B Preferred Shares or Series J Preferred Shares, or any other acquisition of
Common Units, Series B Preferred Units or Series J Preferred Units by the
Partnership or the General Partner) be made (i) to any person or entity who
lacks the legal right, power or capacity to own a Partnership Interest; (ii) in
violation of applicable law; (iii) except with the consent of the General
Partner, which may be given or withheld in its sole and absolute discretion, of
any component portion of a Partnership Interest, such as the Capital Account, or
rights to distributions, separate and apart from all other components of a
Partnership Interest; (iv) except with the consent of the General Partner, which
may be given or withheld in its sole and absolute discretion, if in the opinion
of legal counsel to the Partnership such transfer would cause a termination of
the Partnership for Federal or state income tax purposes (except as a result of
the Redemption or exchange for REIT Shares, and a Redemption or exchange for
Preferred Shares or cash pursuant to Sections 17.5, 17.8, 18.5 and 18.8, of all
Partnership Units held by all Limited Partners or pursuant to a Termination
Transaction expressly permitted under Section 11.2); (v) if in the opinion of
counsel to the Partnership such transfer would cause the Partnership to cease to
be classified as a partnership for Federal or state income tax purposes (except
as a result of the Redemption or exchange for REIT Shares and a Redemption or
exchange for Preferred Shares pursuant to Sections 17.5, 17.8, 18.5 or 18.8 of
all Partnership Units held by all Limited Partners); (vi) if such transfer would
cause the Partnership to become, with respect to any employee benefit plan
subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14)
of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the
Code); (vii) if such transfer would, in the opinion of counsel to the
Partnership, cause any portion of the assets of the Partnership to constitute
assets of any employee benefit plan pursuant to Department of


                                       64
<PAGE>   72

Labor Regulations Section 2510.2-101; (viii) if such transfer requires the
registration of such Partnership Interest or requires the registration of the
exchange of such Partnership Interests for any capital stock pursuant to any
applicable Federal or state securities laws; (ix) except with the consent of the
General Partner, which may be given or withheld in its sole and absolute
discretion, if such transfer is effectuated through an "established securities
market" or a "secondary market" (or the substantial equivalent thereof) within
the meaning of Section 7704 of the Code or such transfer causes the Partnership
to become a "Publicly Traded Partnership," as such term is defined in Sections
469(k)(2) or 7704(b) of the Code; (x) if such transfer subjects the Partnership
to be regulated under the Investment Company Act of 1940, the Investment
Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974,
each as amended; (xi) if the transferee or assignee of such Partnership Interest
is unable to make the representations set forth in Section 3.4.D or such
transfer could otherwise adversely affect the ability of the General Partner to
remain qualified as a REIT; or (xii) if in the opinion of legal counsel for the
Partnership such transfer would adversely affect the ability of the General
Partner to continue to qualify as a REIT or, except with the consent of the
General Partner, which may be given or withheld in its sole and absolute
discretion, subject the General Partner to any additional taxes under Section
857 or Section 4981 of the Code.

            F. The General Partner shall monitor the transfers of interests in
the Partnership (including any acquisition of Common Units, Series B Preferred
Partnership Units or Series J Preferred Units by the Partnership or the General
Partner) to determine (i) if such interests are being traded on an "established
securities market" or a "secondary market (or the substantial equivalent
thereof)" within the meaning of Section 7704 of the Code and (ii) whether such
transfers of interests would result in the Partnership being unable to qualify
for at least one of the "safe harbors" set forth in Regulations Section 1.7704-1
(or such other applicable guidance subsequently published by the IRS setting
forth safe harbors under which interests will not be treated as "readily
tradable on a secondary market (or the substantial equivalent thereof)" within
the meaning of Section 7704 of the Code) (the "Safe Harbors"). The General
Partner shall have authority (but shall not be required to) to take any steps it
determines are necessary or appropriate in its sole and absolute discretion to
prevent any trading of interests which could cause the Partnership to become a
"publicly traded partnership," or any recognition by the Partnership of such
transfers, or to insure that at least one of the Safe Harbors is met.

                                   ARTICLE 12.
                              ADMISSION OF PARTNERS

            Section 12.1 Admission of Successor General Partner

            A successor to all of the General Partner's General Partner Interest
pursuant to Section 11.2 who is proposed to be admitted as a successor General
Partner shall be admitted to the Partnership as the General Partner, effective
upon such transfer. Any such transferee shall carry on the business of the
Partnership without dissolution. In each case, the admission shall be subject to
the successor General Partner executing and delivering to the Partnership an
acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required to effect the admission. In the case
of such admission on any day other than the first day of a Partnership Year, all
items attributable to the General Partner Interest


                                       65
<PAGE>   73

for such Partnership Year shall be allocated between the transferring General
Partner and such successor as provided in Article 11.

            Section 12.2 Admission of Additional Limited Partners

            A. A Person who makes a Capital Contribution to the Partnership in
accordance with this Agreement shall be admitted to the Partnership as an
Additional Limited Partner only upon furnishing to the General Partner (i)
evidence of acceptance in form satisfactory to the General Partner of all of the
terms and conditions of this Agreement, including, without limitation, the power
of attorney granted in Section 2.4 and (ii) such other documents or instruments
as may be required in the discretion of the General Partner in order to effect
such Person's admission as an Additional Limited Partner.

            B. Notwithstanding anything to the contrary in this Section 12.2, no
Person shall be admitted as an Additional Limited Partner without the consent of
the General Partner, which consent may be given or withheld in the General
Partner's sole and absolute discretion. The admission of any Person as an
Additional Limited Partner shall become effective on the date upon which the
name of such Person is recorded on the books and records of the Partnership,
following the receipt of the Capital Contribution in respect of such Limited
Partner, the documents set forth in this Section 12.2.A and the consent of the
General Partner to such admission. If any Additional Limited Partner is admitted
to the Partnership on any day other than the first day of a Partnership Year,
then Net Income, Net Losses, each item thereof and all other items allocable
among Partners and Assignees for such Partnership Year shall be allocated among
such Limited Partner and all other Partners and Assignees by taking into account
their varying interests during the Partnership Year in accordance with Section
706(d) of the Code, using the interim closing of the books method. Solely for
purposes of making such allocations, each of such items for the calendar month
in which an admission of an Additional Limited Partner occurs shall be allocated
among all the Partners and Assignees, including such Additional Limited Partner,
in a manner determined by the General Partner in its sole discretion.

            Section 12.3 Amendment of Agreement and Certificate of Limited
            Partnership

            For the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Act to amend
the records of the Partnership and, if necessary, to prepare as soon as
practical an amendment of this Agreement (including an amendment of Exhibit A)
and, if required by law, shall prepare and file an amendment to the Certificate
and may for this purpose exercise the power of attorney granted pursuant to
Section 2.4.

                                   ARTICLE 13.
                           DISSOLUTION AND LIQUIDATION

            Section 13.1 Dissolution

            The Partnership shall not be dissolved by the admission of
Substituted Limited Partners or Additional Limited Partners or by the admission
of a successor General Partner in


                                       66
<PAGE>   74

accordance with the terms of this Agreement. Upon the withdrawal of the General
Partner, any successor General Partner (selected as described in Section 13.1.B
below) shall continue the business of the Partnership. The Partnership shall
dissolve, and its affairs shall be wound up, upon the first to occur of any of
the following ("Liquidating Events"):

            A. the expiration of its term as provided in Section 2.5;

            B. an event of withdrawal of the General Partner, as defined in the
Act, unless, within ninety (90) days after the withdrawal, all of the remaining
Partners agree in writing, in their sole and absolute discretion, to continue
the business of the Partnership and to the appointment, effective as of the date
of withdrawal, of a substitute General Partner;

            C. prior to December 31, 2096, an election to dissolve the
Partnership made by the General Partner with the consent of Limited Partners who
hold ninety percent (90%) of the outstanding Units held by Limited Partners;

            D. subject to the provisions of Section 7.3.C, an election to
dissolve the Partnership made by the General Partner in its sole and absolute
discretion;

            E. entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Act;

            F. the sale or disposition of all or substantially all of the assets
and properties of the Partnership;

            G. final and non-appealable judgment is entered by a court of
competent jurisdiction ruling that the General Partner is bankrupt or insolvent,
or a final and non-appealable order for relief is entered by a court with
appropriate jurisdiction against the General Partner, in each case under any
Federal or state bankruptcy or insolvency laws as now or hereafter in effect,
unless prior to or at the time of the entry of such order or judgment a Majority
in Interest of the remaining Limited Partners Consent in writing to continue the
business of the Partnership and to the appointment, effective as of a date prior
to the date of such order or judgment, of a substitute General Partner; or

            H. the Redemption or exchange for REIT Shares , Series B Preferred
Shares or Series J Preferred Shares of all Partnership Units (other than those
of the General Partner) pursuant to this Agreement.

            Section 13.2 Winding Up

            A. Upon the occurrence of a Liquidating Event, the Partnership shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Partners.
No Partner shall take any action that is inconsistent with, or not necessary to
or appropriate for, the winding up of the Partnership's business and affairs.
The General Partner (or, in the event there is no remaining General Partner, any
Person elected by a Majority in Interest of the Limited Partners (the
"Liquidator")) shall be responsible for overseeing the winding up and
dissolution of the Partnership and shall take full


                                       67
<PAGE>   75

account of the Partnership's liabilities and assets and the Partnership property
shall be liquidated as promptly as is consistent with obtaining the fair value
thereof, and the proceeds therefrom (which may, to the extent determined by the
General Partner, include shares of stock of the General Partner) shall be
applied and distributed in the following order:

            (i)     First, to the payment and discharge of all of the
                    Partnership's debts and liabilities to creditors other than
                    the Partners;

            (ii)    Second, to the payment and discharge of all of the
                    Partnership's debts and liabilities to the General Partner;

            (iii)   Third, to the payment and discharge of all of the
                    Partnership's debts and liabilities to the other Partners;
                    and

            (iv)    The balance, if any, to the Partners in accordance with
                    their Capital Account balances determined after giving
                    effect to all contributions and distributions for all
                    periods, and after taking into account all Capital Account
                    adjustments for the Partnership taxable year during which
                    the liquidation occurs (other than those made as a result of
                    the liquidating distribution set forth in this Section
                    13.2.A(iv)).

The General Partner shall not receive any additional compensation for any
services performed pursuant to this Article 13 other than reimbursement of its
expenses as provided in Section 7.4.

            B. Notwithstanding the provisions of Section 13.2.A which require
liquidation of the assets of the Partnership, but subject to the order of
priorities set forth therein, if prior to or upon dissolution of the Partnership
the Liquidator determines that an immediate sale of part or all of the
Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole and absolute discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors) and/or
distribute to the Partners, in lieu of cash, as tenants in common and in
accordance with the provisions of Section 13.2.A, undivided interests in such
Partnership assets as the Liquidator deems not suitable for liquidation. Any
such distributions in kind shall be made only if, in the good faith judgment of
the Liquidator, such distributions in kind are in the best interest of the
Partners, and shall be subject to such conditions relating to the disposition
and management of such properties as the Liquidator deems reasonable and
equitable and to any agreements governing the operation of such properties at
such time. The Liquidator shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.

            C. The Partnership shall be terminated when any notes received in
connection with any such sale or disposition referenced in Section 13.1.E above,
or in connection with the liquidation of the Partnership have been paid and all
of the cash or property available for application and distribution under this
Agreement have been applied and distributed in accordance with this Agreement.

            Section 13.3 Compliance with Timing Requirements of Regulations


                                       68
<PAGE>   76

            In the event the Partnership is "liquidated" within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant
to this Article 13 to the General Partner and Limited Partners who have positive
Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).
If any Partner has a deficit balance in his or her Capital Account (after giving
effect to all contributions, distributions and allocations for the taxable
years, including the year during which such liquidation occurs), such Partner
shall have no obligation to make any contribution to the capital of the
Partnership with respect to such deficit, and such deficit shall not be
considered a debt owed to the Partnership or to any other Person for any purpose
whatsoever, except to the extent otherwise agreed to by such Partner and the
General Partner. In the discretion of the Liquidator or the General Partner, a
pro rata portion of the distributions that would otherwise be made to the
General Partner and Limited Partners pursuant to this Article 13 may be:

            A. distributed to a trust established for the benefit of the General
Partner and Limited Partners for the purposes of liquidating Partnership assets,
collecting amounts owed to the Partnership, and paying any contingent or
unforeseen liabilities or obligations of the Partnership or of the General
Partner arising out of or in connection with the Partnership. The assets of any
such trust shall be distributed to the General Partner and Limited Partners from
time to time, in the reasonable discretion of the Liquidator or the General
Partner, in the same proportions and the amount distributed to such trust by the
Partnership would otherwise have been distributed to the General Partner and
Limited Partners pursuant to this Agreement; or

            B. withheld to establish any reserves deemed necessary or
appropriate for any contingent or unforeseen liabilities or obligations of the
Partnership; and to reflect the unrealized portion of any installment
obligations owed to the Partnership; provided that, such withheld amounts shall
be distributed to the General Partner and Limited Partners as soon as
practicable.

            Section 13.4 Deemed Distribution and Recontribution

            Notwithstanding any other provision of this Article 13, in the event
the Partnership is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's
property shall not be liquidated, the Partnership's liabilities shall not be
paid or discharged, and the Partnership's affairs shall not be wound up.
Instead, the Partnership shall be deemed to have distributed the Partnership
property in kind to the General Partner and Limited Partners, who shall be
deemed to have assumed and taken such property subject to all Partnership
liabilities, all in accordance with their respective Capital Accounts.
Immediately thereafter, the General Partner and Limited Partners shall be deemed
to have recontributed the Partnership property in kind to the Partnership, which
shall be deemed to have assumed and taken such property subject to all such
liabilities.

            Section 13.5 Rights of Limited Partners

            Except as otherwise provided in this Agreement, each Limited Partner
shall look solely to the assets of the Partnership for the return of his Capital
Contribution and shall have no right or power to demand or receive property from
the General Partner. Except as expressly set forth herein with respect to the
rights, priorities and preferences of the Preferred Limited Partners


                                       69
<PAGE>   77

holding any series of Preferred Units, no Limited Partner shall have priority
over any other Limited Partner as to the return of his Capital Contributions,
distributions or allocations.

            Section 13.6 Notice of Dissolution

            In the event a Liquidating Event occurs or an event occurs that
would, but for provisions of Section 13.1, result in a dissolution of the
Partnership, the General Partner shall, within thirty (30) days thereafter,
provide written notice thereof to each of the Partners and to all other parties
with whom the Partnership regularly conducts business (as determined in the
discretion of the General Partner) and shall publish notice thereof in a
newspaper of general circulation in each place in which the Partnership
regularly conducts business (as determined in the discretion of the General
Partner).

            Section 13.7 Cancellation of Certificate of Limited Partnership

            Upon the completion of the liquidation of the Partnership cash and
property as provided in Section 13.2, the Partnership shall be terminated and
the Certificate and all qualifications of the Partnership as a foreign limited
partnership in jurisdictions other than the State of Delaware shall be canceled
and such other actions as may be necessary to terminate the Partnership shall be
taken.

            Section 13.8 Reasonable Time for Winding-Up

            A reasonable time shall be allowed for the orderly winding-up of the
business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2, in order to minimize any losses otherwise attendant
upon such winding-up, and the provisions of this Agreement shall remain in
effect between the Partners during the period of liquidation.

            Section 13.9 Waiver of Partition

            Each Partner hereby waives any right to partition of the Partnership
property.

                                   ARTICLE 14.
                  AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS

            Section 14.1 Amendments

            A. The actions requiring consent or approval of the Partners or of
the Limited Partners pursuant to this Agreement, including Section 7.3, or
otherwise pursuant to applicable law, are subject to the procedures in this
Article 14.

            B. Amendments to this Agreement requiring the consent or approval of
Limited Partners may be proposed by the General Partner or by Limited Partners
holding twenty-five percent (25%) or more of the Partnership Interests held by
Limited Partners. Following such proposal, the General Partner shall submit any
proposed amendment to the Partners or of the Limited Partners, as applicable.
The General Partner shall seek the written consent or approval of the Partners
or of the Limited Partners on the proposed amendment or shall call a meeting to
vote thereon and to transact any other business that it may deem appropriate.
For purposes of


                                       70
<PAGE>   78

obtaining a written consent, the General Partner may require a response within a
reasonable specified time, but not less than fifteen (15) days, and failure to
respond in such time period shall constitute a consent which is consistent with
the General Partner's recommendation (if so recommended); provided that, an
action shall become effective at such time as requisite consents are received
even if prior to such specified time.

            Section 14.2 Action by the Partners

            A. Meetings of the Partners may be called by the General Partner and
shall be called upon the receipt by the General Partner of a written request by
Limited Partners holding twenty-five percent (25%) or more of the Partnership
Interests held by the Limited Partners. The call shall state the nature of the
business to be transacted. Notice of any such meeting shall be given to all
Partners not less than seven days nor more than thirty (30) days prior to the
date of such meeting. Partners may vote in person or by proxy at such meeting.
Whenever the vote of the Percentage Interests of the Partners, or the Consent of
the Partners or Consent of the Limited Partners is permitted or required under
this Agreement, such vote or Consent may be given at a meeting of Partners or
may be given in accordance with the procedure prescribed in Section 14.1.

            B. Any action required or permitted to be taken at a meeting of the
Partners may be taken without a meeting if a written consent setting forth the
action so taken is signed by the Percentage Interests as is expressly required
by this Agreement for the action in question. Such consent may be in one
instrument or in several instruments, and shall have the same force and effect
as a vote of the Percentage Interests of the Partners (expressly required by
this Agreement). Such consent shall be filed with the General Partner. An action
so taken shall be deemed to have been taken at a meeting held on the effective
date so certified.

            C. Each Limited Partner may authorize any Person or Persons to act
for him by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or participating
at a meeting. Every proxy must be signed by the Limited Partner or his
attorney-in-fact. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the Limited Partner executing it.

            D. Each meeting of Partners shall be conducted by the General
Partner or such other Person as the General Partner may appoint pursuant to such
rules for the conduct of the meeting as the General Partner or such other Person
deems appropriate.

            E. On matters on which Limited Partners are entitled to vote, each
Limited Partner shall have a vote equal to the number of Partnership Units held.

                                   ARTICLE 15.
                               GENERAL PROVISIONS

            Section 15.1 Addresses and Notice

            Any notice, demand, request or report required or permitted to be
given or made to a Partner or Assignee under this Agreement shall be in writing
and shall be deemed given or


                                       71
<PAGE>   79

made when delivered in person or when sent by certified first class United
States mail, nationally recognized overnight delivery service or facsimile
transmission to the Partner or Assignee at the address set forth in Exhibit A or
such other address as the Partners shall notify the General Partner in writing.

            Section 15.2 Titles and Captions

            All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.
Except as specifically provided otherwise, references to "Articles" and
"Sections" are to Articles and Sections of this Agreement.

            Section 15.3 Pronouns and Plurals

            Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

            Section 15.4 Further Action

            The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

            Section 15.5 Binding Effect

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto including the Persons set forth in Exhibit G, and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns.

            Section 15.6 Creditors

            Other than as expressly set forth herein with respect to
Indemnitees, none of the provisions of this Agreement shall be for the benefit
of, or shall be enforceable by, any creditor of the Partnership.

            Section 15.7 Waiver

            No failure or delay by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon any breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

            Section 15.8 Counterparts

            This Agreement may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties


                                       72
<PAGE>   80

are not signatories to the original or the same counterpart. Each party shall
become bound by this Agreement immediately upon affixing its signature hereto.

            Section 15.9 Applicable Law

            This Agreement shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to the principles of conflicts
of law.

            Section 15.10 Invalidity of Provisions

            If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

            Section 15.11 Limitation to Preserve REIT Status

            To the extent that any amount paid or credited to the General
Partner or its officers, directors, employees or agents pursuant to Section 7.4
or 7.7 would constitute gross income to the General Partner for purposes of
Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then,
notwithstanding any other provision of this Agreement, the amount of such
General Partner Payments for any fiscal year shall not exceed the lesser of:

            (i)     an amount equal to the excess, if any, of (a) 4.17% of the
                    General Partner's total gross income (but not including the
                    amount of any General Partner Payments) for the fiscal year
                    which is described in subsections (A) through (H) of Section
                    856(c)(2) of the Code over (b) the amount of gross income
                    (within the meaning of Section 856(c)(2) of the Code)
                    derived by the General Partner from sources other than those
                    described in subsections (A) through (H) of Section
                    856(c)(2) of the Code (but not including the amount of any
                    General Partner Payments); or

            (ii)    an amount equal to the excess, if any, of (a) 25% of the
                    General Partner's total gross income (but not including the
                    amount of any General Partner Payments) for the fiscal year
                    which is described in subsections (A) through (I) of Section
                    856(c)(3) of the Code over (b) the amount of gross income
                    (within the meaning of Section 856(c)(3) of the Code)
                    derived by the General Partner from sources other than those
                    described in subsections (A) through (I) of Section
                    856(c)(3) of the Code (but not including the amount of any
                    General Partner Payments);

provided, however, that General Partner Payments in excess of the amounts set
forth in subparagraphs (i) and (ii) above may be made if the General Partner, as
a condition precedent, obtains an opinion of tax counsel that the receipt of
such excess amounts would not adversely affect the General Partner's ability to
qualify as a REIT. To the extent General Partner Payments may not be made in a
year due to the foregoing limitations, such General Partner Payments shall carry
over and be treated as arising in the following year; provided, however, that
such amounts shall not carry over for more than five years, and if not paid
within such five year period, shall


                                       73
<PAGE>   81

expire; provided, further, that (a) as General Partner Payments are made, such
payments shall be applied first to carry over amounts outstanding, if any and
(b) with respect to carry over amounts for more than one Partnership Year, such
payments shall be applied to the earliest Partnership Year first.

            Section 15.12 Entire Agreement

            This Agreement (together with the agreements listed on Exhibit I
hereto as to rights and obligations in respect of the Units held by the Limited
Partners who are parties thereto, or their permitted transferees) contains the
entire understanding and agreement among the Partners with respect to the
subject matter hereof and supersedes any other prior written or oral
understandings or agreements among them with respect thereto.

            Section 15.13 No Rights as Stockholders

               Nothing contained in this Agreement shall be construed as
conferring upon the holders of Partnership Units any rights whatsoever as
stockholders of the General Partner, including without limitation any right to
receive dividends or other distributions made to stockholders of the General
Partner or to vote or to consent or to receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the General
Partner or any other matter.

                                   ARTICLE 16.
                            SERIES A PREFERRED UNITS

            Section 16.1 Designation and Number

            A series of Partnership Units in the Partnership designated as the 8
1/2% Series A Cumulative Redeemable Preferred Units (the "Series A Preferred
Units") is hereby established. The number of Series A Preferred Units shall be
4,600,000.

            Section 16.2 Section 16.2 Ranking

            The Series A Preferred Units shall, with respect to distribution
rights and rights upon voluntary or involuntary liquidation, winding up or
dissolution of the Partnership, rank (i) senior to the Common Units and to all
Partnership Units the terms of which provide that such Partnership Units shall
rank junior to the Series A Preferred Units; (ii) on a parity with the Series B
Preferred Units, the Series J Preferred Units and all other Parity Preferred
Units; and (iii) junior to all Partnership Units which rank senior to the Series
A Preferred Units.

            Section 16.3 Section 16.3. Distributions

            A. Payments of Distribution. Subject to the rights of holders of
Parity Preferred Units (including Series B Preferred Units and Series J
Preferred Units) as to the payment of distributions, pursuant to Section 5.1,
Section 17.3.A and Section 18.3.A hereof, the General Partner, as holder of the
Series A Preferred Units, will be entitled to receive, when, as


                                       74
<PAGE>   82

and if declared by the Partnership acting through the General Partner, out of
Available Cash, cumulative preferential cash distributions in an amount equal to
the Series A Priority Return. Such distributions will be payable (A) quarterly
in arrears, on the 15th day of January, April, July and October of each year and
(B) in the event of a redemption of Series A Preferred Units, on the redemption
date (each a "Series A Preferred Unit Distribution Payment Date"), commencing on
the first of such payment dates to occur following their original date of
issuance. If any date on which distributions are to be made on the Series A
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.

            B. No Distributions in Contravention of Agreements. No distribution
on the Series A Preferred Units shall be authorized by the General Partner or
made or set apart for payment by the Partnership at such time as the terms and
provisions of any agreement of the Partnership or the General Partner, including
any agreement relating to indebtedness, prohibits such declaration, payment or
setting apart for payment or provides that such declaration, payment or setting
apart for payment would constitute a breach thereof, or a default thereunder, or
if such declaration or payment shall be restricted or prohibited by law.

            C. Priority as to Distributions. (i) Except to the extent set forth
in Section 16.3.C(ii), so long as any Series A Preferred Units are outstanding,
no distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of Partnership
Interest represented by Junior Units, nor shall any Junior Units or Parity
Preferred Units (including the Series B Preferred Units and the Series J
Preferred Units) be redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made available for a sinking fund for
the redemption of any such Junior Units or Parity Preferred Units) by the
Partnership (except by conversion into or exchange for other Junior Units or
Parity Preferred Units) unless, in each case, full cumulative distributions have
been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof set apart for such payment on the Series A
Preferred Units for all past distribution periods and the current distribution
period. The foregoing sentence will not prohibit (a) distributions payable
solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred
Units (including the Series B Preferred Units and Series J Preferred Units) into
Partnership Interests of the Partnership ranking junior to the Series A
Preferred Units as to distributions, or (c) the redemption of Partnership
Interests corresponding to Series A Preferred Shares, Parity Preferred Stock
(including Series B Preferred Shares and Series J Preferred Shares) with respect
to distributions or Junior Stock to be purchased by the General Partner pursuant
to the Charter to preserve the General Partner's status as a real estate
investment trust, provided that such redemption shall be upon the same terms as
the corresponding stock purchase pursuant to the Charter.

            (ii) So long as distributions have not been paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series A
Preferred Units and any other Parity Preferred Units (including the Series B
Preferred Units and Series J Preferred Units), all


                                       75
<PAGE>   83

distributions authorized and declared on the Series A Preferred Units and all
classes or series of outstanding Parity Preferred Units (including the Series B
Preferred Units and Series J Preferred Units) shall be authorized and declared
pro rata so that the amount of distributions authorized and declared per Series
A 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 distributions
per Series A 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 class or series of Parity
Preferred Units do not have cumulative distribution rights) bear to each other.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distributions or payments on Series A Preferred Units which may be in
arrears.

            D. No Further Rights. The General Partner, as holder of the Series A
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. Any distribution payment made on the Series A
Preferred Units shall first be credited against the earliest accrued but unpaid
distribution due with respect to such Series A Preferred Units which remain
payable.

            Section 16.4 Liquidation Proceeds

            A. Upon voluntary or involuntary liquidation, dissolution or
winding-up of the Partnership, distributions on the Series A Preferred Units
shall be made in accordance with Article 13 of this Agreement.

            B. Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, stating the payment
date or dates when, and the place or places where, the amounts distributable in
such circumstances shall be payable, shall be given by the General Partner
pursuant to Section 13.6 hereof.

            C. No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, the General Partner, as
holder of the Series A Preferred Units, will have no right or claim to any of
the remaining assets of the Partnership.

            D. Consolidation, Merger or Certain Other Transactions. None of a
consolidation or merger of the Partnership with or into another entity, a merger
of another entity with or into the Partnership, or a sale, lease, transfer or
conveyance of all or substantially all of the Partnership's property or business
shall be considered a liquidation, dissolution or winding up of the Partnership.

            Section 16.5 Redemption

            A. Redemption. The Series A Preferred Units may not be redeemed
prior to July 27, 2003. If, on or after such date, the General Partner elects to
redeem any of the Series A Preferred Shares, the Partnership shall, on the date
set for redemption of such Series A Preferred Shares, redeem the number of
Series A Preferred Units equal to the number of Series A Preferred Shares for
which the General Partner has given notice of redemption pursuant to Section 5
of Article Third of the Series A Articles Supplementary, at a redemption price,
payable in cash,


                                       76
<PAGE>   84

equal to the product of (i) the number of Series A Preferred Units being
redeemed, and (ii) the sum of $25 and the Preferred Distribution Shortfall per
Series A Preferred Unit, if any.

            B. Limitation on Redemption. The redemption price of the Series A
Preferred Units (other than the portion thereof consisting of accumulated but
unpaid distributions) is payable solely out of the sale proceeds of capital
stock of the General Partner, which will be contributed by the General Partner
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
Charter)), depository shares, interests, 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.

            C. Payment of Accumulated Distributions. Immediately prior to any
redemption of Series A Preferred Units, the Partnership shall pay, in cash, any
accumulated and unpaid distributions on the Series A Preferred Units to be
redeemed through the redemption date. Except as provided above, the Partnership
will make no payment or allowance for unpaid distributions, whether or not in
arrears, on Series A Preferred Units for which a notice of redemption has been
given.

            D. Procedures for Redemption. The following provisions set forth the
procedures for Redemption:

            (i)     Notice of redemption will be given by the General Partner to
                    the Partnership concurrently with the notice of the General
                    Partner sent to the holders of its Series A Preferred Shares
                    in connection with such redemption. Such notice shall state:
                    (A) the redemption date; (B) the redemption price; (C) the
                    number of Series A Preferred Units to be redeemed; (D) the
                    place or places where the Series A Preferred Units are to be
                    surrendered for payment of the redemption price; and (E)
                    that distributions on the Series A Preferred Units to be
                    redeemed will cease to accumulate on such redemption date.
                    If less than all of the Series A Preferred Units are to be
                    redeemed, the notice shall also specify the number of Series
                    A Preferred Units to be redeemed.

            (ii)    On or after the redemption date, the General Partner shall
                    present and surrender the certificates, if any, representing
                    the Series A Preferred Units to the Partnership at the place
                    designated in the notice of redemption and thereupon the
                    redemption price of such Units (including all accumulated
                    and unpaid distributions up to the redemption date) shall be
                    paid to the General Partner and each surrendered Unit
                    certificate, if any, shall be canceled. If fewer than all
                    the Units represented by any such certificate representing
                    Series A Preferred Units are to be redeemed, a new
                    certificate shall be issued representing the unredeemed
                    shares.


                                       77
<PAGE>   85

            (iii)   From and after the redemption date (unless the Partnership
                    defaults in payment of the redemption price), all
                    distributions on the Series A Preferred Units designated for
                    redemption in such notice shall cease to accumulate and all
                    rights of the General Partner, except the right to receive
                    the redemption price thereof (including all accumulated and
                    unpaid distributions up to the redemption date), shall cease
                    and terminate, and such Units shall not be deemed to be
                    outstanding for any purpose whatsoever. At its election, the
                    Partnership, prior to a redemption date, may irrevocably
                    deposit the redemption price (including accumulated and
                    unpaid distributions to the redemption date) of the Series A
                    Preferred Units so called for redemption in trust for the
                    General Partner with a bank or trust company, in which case
                    the redemption notice to General Partner shall (A) state the
                    date of such deposit, (B) specify the office of such bank or
                    trust company as the place of payment of the redemption
                    price and (C) require the General Partner to surrender the
                    certificates, if any, representing such Series A Preferred
                    Units at such place on or about the date fixed in such
                    redemption notice (which may not be later than the
                    redemption date) against payment of the redemption price
                    (including all accumulated and unpaid distributions to the
                    redemption date). Any monies so deposited which remain
                    unclaimed by the General Partner at the end of two years
                    after the redemption date shall be returned by such bank or
                    trust company to the Partnership.

            E. No Further Rights. Any Series A Preferred Units that shall at any
time have been redeemed shall, after such redemption, have the status of
authorized but unissued Preferred Units, without designation as to series until
such shares are once more designated as part of a particular series by the
General Partner.

            Section 16.6 Voting Rights

            A. The General Partner shall not have any voting or consent rights
in respect of its partnership interest represented by the Series A Preferred
Units.

            Section 16.7 Transfer Restrictions

            The Series A Preferred Units shall not be transferable.

            Section 16.8 No Conversion Rights

            The Series A Preferred Units shall not be convertible into any other
class or series of interest in the Partnership.

            Section 16.9 No Sinking Fund

            No sinking fund shall be established for the retirement or
redemption of Series A Preferred Units.


                                       78
<PAGE>   86

                                   ARTICLE 17.
                            SERIES B PREFERRED UNITS

            Section 17.1 Designation and Number

            A series of Partnership Units in the Partnership designated as the
8S% Series B Cumulative Redeemable Preferred Units (the "Series B Preferred
Units") is hereby established. The number of Series B Preferred Units shall be
1,300,000.

            Section 17.2 Ranking

            The Series B Preferred Units shall, with respect to distribution
rights and rights upon voluntary or involuntary liquidation, winding up or
dissolution of the Partnership, rank (i) senior to the Common Units and to all
Partnership Units the terms of which provide that such Partnership Units shall
rank junior to the Series B Preferred Units; (ii) on a parity with the Series A
Preferred Units, the Series J Preferred Units and all other Parity Preferred
Units; and (iii) junior to all Partnership Units which rank senior to the Series
B Preferred Units.

            Section 17.3 Distributions

            A. Payment of Distributions. Subject to the rights of holders of
Parity Preferred Units (including the Series A Preferred Units and the Series J
Preferred Units ) as to the payment of distributions, pursuant to Section 5.1,
Section 16.3.A and Section 18.3.A hereof, holders of Series B 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 in an amount equal to the Series B Priority Return. Such
distributions will be payable (A) quarterly in arrears, on the 15th day of
January, April, July and October of each year and (B) in the event of (i) an
exchange of Series B Preferred Units into Series B Preferred Shares, or (ii) a
redemption of Series B Preferred Units, on the exchange date or redemption date,
as applicable (each a "Series B Preferred Unit Distribution Payment Date"),
commencing on the first of such payment dates to occur following their original
date of issuance. If any date on which distributions are to be made on the
Series B 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 B Preferred Units will be made to the holders of record of the
Series B Preferred Units on the relevant record dates, which will be fifteen
(15) days prior to the relevant Preferred Unit Distribution Payment Date (the
"Series B Preferred Unit Partnership Record Date").

            B. Distributions Cumulative. Notwithstanding the foregoing,
distributions on the Series B Preferred Units will accrue 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 of such distributions and whether or not such distributions are authorized.
Accrued but


                                       79
<PAGE>   87

unpaid distributions on the Series B Preferred Units will accumulate as of the
Preferred Unit Distribution Payment Date on which they first become payable.

            C. Priority as to Distributors.

            (i) So long as any Series B Preferred Units are outstanding, no
distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of Partnership
Interest represented by Junior Units, nor shall any Junior Units or Parity
Preferred Units (including the Series A Preferred Units and the Series J
Preferred Units) be redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made available for a sinking fund for
the redemption of any such Junior Units or Parity Preferred Units) by the
Partnership (except by conversion into or exchange for other Junior Units or
Parity Preferred Units) unless, in each case, full cumulative distributions have
been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof set apart for such payment on the Series B
Preferred Units and all classes and series of outstanding Parity Preferred Units
for all distribution periods. The foregoing sentence will not prohibit (a)
distributions payable solely in Junior Units, (b) the exchange of Junior Units
or Parity Preferred Units (including the Series A Preferred Units and the Series
J Preferred Units) into Partnership Interests of the Partnership ranking junior
to the Series B Preferred Units as to distributions, or (c) the redemption of
Partnership Interests corresponding to Series B Preferred Shares, Parity
Preferred Stock (including Series A Preferred Shares and the Series J Preferred
Shares) with respect to distributions or Junior Stock to be purchased by the
General Partner pursuant to the Charter to preserve the General Partner's status
as a real estate investment trust, provided that such redemption shall be upon
the same terms as the corresponding stock purchase pursuant to the Charter.

            (ii) So long as distributions have not been paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series B
Preferred Units and any other Parity Preferred Units (including the Series A
Preferred Units and the Series J Preferred Units), all distributions authorized
and declared on the Series B Preferred Units and all classes or series of
outstanding Parity Preferred Units (including the Series A Preferred Units and
the Series J Preferred Units) shall be authorized and declared pro rata so that
the amount of distributions authorized and declared per Series B 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 distributions per Series B
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 class or series of Parity Preferred Units do not
have cumulative distribution rights) bear to each other. No interest, or sum of
money in lieu of interest, shall be payable in respect of any distributions or
payments on Series B Preferred Units which may be in arrears.

            (iii) Notwithstanding anything to the contrary set forth herein,
distributions on Partnership Interests held by either (a) the General Partner or
(b) any other holder of Partnership Interest in the Partnership, in each case
ranking junior to or on parity with the Series B Preferred Units may be made,
without preserving the priority of distributions described in Sections 17.3.C(i)
and (ii), but only to the extent such distributions are required to preserve the
real estate


                                       80
<PAGE>   88

investment trust status of the General Partner and in the case of any holder
other than the General Partner only to the extent required by the Partnership
Agreement.

            D. No Further Rights. Holders of Series B 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 17.4 Liquidation Proceeds

            A. Distributions. Upon voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, distributions on the Series B
Preferred Units shall be made in accordance with Article 13 of this Agreement.

            B. Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, stating the payment
date or dates when, and the place or places where, the amounts distributable in
such circumstances shall be payable, shall be given by the General Partner
pursuant to Section 13.6 hereof.

            C. No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, Holders of Series B
Preferred Units will have no right or claim to any of the remaining assets of
the Partnership.

            D. Consolidation, Merger or Certain Other Transactions. None of a
consolidation or merger of the Partnership with or into another entity, a merger
of another entity with or into the Partnership, or a sale, lease, transfer or
conveyance of all or substantially all of the Partnership's property or business
shall be considered a liquidation, dissolution or winding up of the Partnership.

            Section 17.5 Redemption

            A. Redemption. The Series B Preferred Units may not be redeemed
prior to November 12, 2003. On or after such date, the Partnership shall have
the right to redeem the Series B Preferred Units, in whole or in part, at any
time or from time to time, upon not less than 30 nor more than 60 days' written
notice, at a redemption price, payable in cash, equal to the Capital Account
balance of the holder of Series B Preferred Units (the "Redemption Price");
provided, however, that no redemption pursuant to this Section 17.5 will be
permitted if the Redemption Price does not equal or exceed the original Capital
Contribution of such holder plus the cumulative Priority Return to the
redemption date to the extent not previously distributed. If fewer than all of
the outstanding Series B Preferred Units are to be redeemed, the Series B
Preferred Units to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional units).

            B. Limitation on Redemption. (i) The Redemption Price of the Series
B Preferred Units (other than the portion thereof consisting of accumulated but
unpaid distributions) is payable solely out of the sale proceeds of capital
stock of the General Partner, which will be contributed by the General Partner
to the Partnership as an additional capital contribution, or out of the sale of
limited partner interests in the Partnership and from no other


                                       81
<PAGE>   89

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 Charter)), depository shares, interests, 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 B Preferred Units unless all accumulated and unpaid
distributions have been paid on all Series B Preferred Units for all quarterly
distribution periods terminating on or prior to the date of redemption.

            C. Procedures for Redemption. (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Partnership, by certified mail, postage prepaid,
not less than 30 nor more than 60 days prior to the redemption date, addressed
to the respective holders of record of the Series B 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 B 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 Redemption Price, (c) the aggregate number of Series B Preferred
Units to be redeemed and if fewer than all of the outstanding Series B Preferred
Units are to be redeemed, the number of Series B 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 B
Preferred Units that the total number of Series B Preferred Units held by such
holder represents) of the aggregate number of Series B Preferred Units to be
redeemed, (d) the place or places where such Series B Preferred Units are to be
surrendered for payment of the Redemption Price, (e) that distributions on the
Series B Preferred Units to be redeemed will cease to accumulate on such
redemption date and (f) that payment of the Redemption Price will be made upon
presentation and surrender of such Series B Preferred Units.

            (ii) If the Partnership gives a notice of redemption in respect of
Series B Preferred Units (which notice will be irrevocable) then, by 12:00 noon,
New York City time, on the redemption date, the Partnership will deposit
irrevocably in trust for the benefit of the Series B Preferred Units being
redeemed funds sufficient to pay the applicable Redemption Price and will give
irrevocable instructions and authority to pay such Redemption Price to the
holders of the Series B Preferred Units upon surrender of the Series B 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 B Preferred Units or portions thereof called for redemption, unless the
Partnership defaults in the payment thereof. If any date fixed for redemption of
Series B Preferred Units is not a Business Day, then payment of the 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 Redemption Price is improperly withheld or refused and not paid
by the Partnership, distributions on such Series B Preferred Units will continue
to accumulate


                                       82
<PAGE>   90

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 Redemption Price.

            Section 17.6 Voting Rights

            A. General. Holders of the Series B 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
7.3.E.

            B. Certain Voting Rights. So long as any Series B Preferred Units
remains outstanding, the Partnership shall not, without the affirmative vote of
the holders of at least two-thirds of the Series B 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 prior to the Series B
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 Partnership Interest, or create, authorize or
issue any obligations or security convertible into or evidencing the right to
purchase any such Partnership Interests, (ii) authorize or create, or increase
the authorized or issued amount of any Parity Preferred Units or reclassify any
Partnership Interest of the Partnership into any such Partnership Interest or
create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such Partnership Interests but only to the
extent such Parity Preferred Units are issued to an affiliate of the
Partnership, other than the General Partner to the extent the issuance of such
interests was to allow the General Partner to issue corresponding preferred
stock to persons who are not affiliates of the Partnership or (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 the Partnership Agreement (including, without
limitation, this Article 17), 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 B
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 B Preferred Units remain
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 the
Series B Preferred Units for other interests in such entity having substantially
the same terms and rights as the Series B 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 B 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 represented by Junior Units or Parity
Preferred Units are not issued to an affiliate of the Partnership, other than
the General Partner to the extent the issuance of such interests was to allow
the General Partner to issue corresponding preferred stock to persons who are
not affiliates of the Partnership, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.


                                       83
<PAGE>   91

            Section 17.7 Transfer Restrictions

            The Series B Preferred Units shall be subject to the provisions of
Article 11 hereof; provided, however, that the Series B Preferred Units shall
not be subject to the right of first refusal of the General Partner as described
in Section 11.3 hereof. No transfer of Series B Preferred Units, or other action
by the holder or holders of such 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 or other action would result in more than four
partners holding all outstanding Series B Preferred Units within the meaning of
Treasury Regulation Section 1.7704-1(h)(3)(i); provided, however, that the
General Partner's consent may not be unreasonably withheld if (a) such transfer
or other action would not result in more than ten partners holding all
outstanding Series B Preferred Units within the meaning of Treasury Regulation
Section 1.7704-1(h)(3)(i) and (b) the General Partner is relying on a provision
other than Treasury Regulation Section 1.7704-1(h) to avoid classification of
Operating Partnership as a "publicly traded partnership" within the meaning of
Code Section 7704 (a "PTP"). In addition, no transfer may be made to any person
if such transfer would cause the exchange of the Series B Preferred Units for
Series B Preferred Shares, as provided herein, to be required to be registered
under the Securities Act of 1933, as amended, or any state securities laws. If
(i) Contributor concludes based on results or projected results that there
exists (in the reasonable judgment of Contributor) an imminent and substantial
risk that the Contributor'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, (ii) Contributor delivers to the General Partner
an opinion of independent counsel to the effect that there is a substantial risk
that Contributor's interest in the Partnership represents or will represent more
than 19.5% (the "19.5% Limit") of the total profits or capital interests in the
Partnership (determined in accordance with Regulations Section 1.731-2(e)(4)),
and (iii) the General Partner agrees with the conclusions referred to in clauses
(i) and (ii) of this sentence, such agreement not to be unreasonably withheld,
then Contributor shall, subject to the above limitations, be permitted to
transfer so much of its Series B Preferred Units as may be appropriate to
alleviate the risk of not satisfying the 19.5% Limit to the trust described in
Exhibit J, with the Contributor having the rights set forth in such Exhibit.

            Section 17.8 Exchange Rights

            A. Right to Exchange. (i) Series B Preferred Units will be
exchangeable in whole but not in part unless expressly otherwise provided herein
at anytime on or after November 12, 2008, at the option of 51% of the holders of
all outstanding Series B Preferred Units, for authorized but previously unissued
Series B Preferred Shares at an exchange rate of one Series B Preferred Share
from the General Partner for one Series B Preferred Unit, subject to adjustment
as described below (the "Exchange Price"), provided that the Series B Preferred
Units will become exchangeable at any time, in whole but not in part unless
expressly otherwise provided herein, at the option of 51% of the holders of all
outstanding Series B Preferred Units for Series B Preferred Shares if (y) at any
time full distributions shall not have been timely made on any Series B
Preferred Unit with respect to six (6) prior quarterly distribution periods,
whether or not consecutive, provided, however, that a distribution in respect of
Series B Preferred Units shall be considered timely made if made within two (2)
Business Days after the applicable Preferred Unit Distribution Payment Date if
at the time of such late payment there


                                       84
<PAGE>   92

shall not be any prior quarterly distribution periods in respect of which full
distributions were not timely made or (z) upon receipt by a holder or holders of
Series B Preferred Units of (A) notice from the General Partner that the General
Partner or a Subsidiary of the General Partner has taken the position that the
Partnership is, or upon the consummation of an identified event in the immediate
future will be, a PTP and (B) an opinion rendered by independent counsel
familiar with such matters addressed to a holder or holders of Series B
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 B Preferred Units may be exchanged for Series B Preferred
Shares, in whole but not in part unless expressly otherwise provided herein, at
the option of 51% of the holders of all outstanding Series B Preferred Units
after November 12, 2001 and prior to November 12, 2008 if such holders of a
Series B Preferred Units shall deliver to the General Partner either (i) a
private ruling letter addressed to such holder of Series B Preferred Units or
(ii) an opinion of independent counsel reasonably acceptable to the General
Partner based on the enactment of temporary or final Treasury Regulations or the
publication of a Revenue Ruling, in either case to the effect that an exchange
of the Series B Preferred Units at such earlier time would not cause the Series
B 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 B Preferred Units is an "investment company" under section 721(b) of
the Code if an exchange is permitted at such earlier date. Furthermore, the
Series B Preferred Units, if Contributor so determines, may be exchanged in
whole but not in part (regardless of whether held by Contributor) for Series B
Preferred Shares (but only if the exchange in whole may be accomplished
consistently with the ownership limitations set forth under the Series B
Articles Supplementary (as defined herein), taking into account exceptions
thereto) if (1) Contributor concludes based on results or projected results that
there exists (in the reasonable judgment of Contributor) an imminent and
substantial risk that the Contributor's interest in the Partnership represents
or will represent more than the 19.5% Limit for a taxable year, (2) Contributor
delivers to the General Partner an opinion of independent counsel to the effect
that there is a substantial risk that its interest in the Partnership does not
or will not satisfy the 19.5% 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; provided, however, that if, as a result of such
conclusion, Contributor's interest in the Partnership is reduced pursuant to the
last sentence of Section 17.7 hereof (which procedure shall be available to
Contributor to the exclusion of the procedure under this sentence for so long
as, on a cumulative basis, sales of 10% or fewer of the Series B Preferred Units
originally acquired by Contributor would in the opinion of the above-referenced
counsel reduce the risk that Contributor's interest in the Partnership would not
satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be
a permitted alternative to the procedure pursuant to this sentence) or the risk
of Contributor not satisfying the 19.5% Limit otherwise is reduced below a
substantial risk, then an exchange in whole under this sentence shall not be
permitted unless and until a change in facts occurs and a further determination
by Contributor is made under this sentence.

            (ii) Notwithstanding anything to the contrary set forth in Section
17.8.A(i), if an 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 Exchange Notice, elect to cause the
Partnership to redeem all or a portion of the outstanding Series B Preferred
Units for cash in an amount equal to the original Capital Contribution per
Series B


                                       85
<PAGE>   93

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 B Preferred Units, the number of Series B 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 B
Preferred Units that the total number of Series B Preferred Units held by such
holder represents) of the aggregate number of Series B Preferred Units being
redeemed.

            (iii) In the event an exchange of all Series B Preferred Units
pursuant to Section 17.8.A would violate the provisions on ownership limitation
of the General Partner set forth in Section 7 of the Articles Supplementary to
the Charter with respect to Series B Preferred Shares (the "Series B Articles
Supplementary"), each holder of Series B Preferred Units shall be entitled to
exchange, pursuant to the provisions of Section 17.8.B, a number of Series B
Preferred Units which would comply with the provisions on the ownership
limitation of the General Partner set forth in such Section 7 of the Series B
Articles Supplementary, with respect to such holder, and any Series B Preferred
Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership
for cash in an amount equal to the original Capital Contribution per Excess
Unit, plus any accrued and unpaid distributions thereon 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 Excess
Units, as a condition to such exchange, each holder of such units agrees to
provide representations and covenants reasonably requested by the General
Partner relating to (i) the widely held nature of the interests in such holder,
sufficient to assure the General Partner that the holder's ownership of stock of
the General Partner (without regard to the limits described above) will not
cause any individual to own in excess of 9.0% of the stock of the General
Partner; and (ii) to the extent such holder can so represent and covenant
without obtaining information from its owners, the holder's ownership of tenants
of the Partnership and its affiliates. For purposes of determining the number of
Excess Units under this Section 17.8.A(iii), the "Beneficial Ownership Limit"
and "Constructive Ownership Limit" set forth in the Series B Articles
Supplementary shall be deemed to be 9.0%. To the extent the General Partner
would not be able to pay the cash set forth above in exchange for the Excess
Units, and to the extent consistent with the Charter, the General Partner agrees
that it will grant to the holders of the Series B Preferred Units exceptions to
the Beneficial Ownership Limit and Constructive Ownership Limit set forth in the
Series B Articles Supplementary sufficient to allow such holders to exchange all
of their Series B Preferred Units for REIT Series B Preferred Stock, provided
such holders furnish to the General Partner representations acceptable to the
General Partner in its sole and absolute discretion which assure the General
Partner that such exceptions will not jeopardize the General Partner'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 B
Limited Partner shall be entitled to effect an exchange of Series B Preferred
Units for Series B 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 the General Partner, may cause the Partner or any
other Person, to violate the restrictions on ownership and transfer of Series B
Preferred Shares set forth in the Charter. To the extent any such attempted
exchange for Series B Preferred Shares would be in violation of the previous
sentence, it shall be void ab initio and such Series B Limited Partner shall not
acquire any rights or economic interest in the Series B Preferred Shares
otherwise issuable upon such exchange.


                                       86
<PAGE>   94

            (iv) The redemption of Series B Preferred Units described in Section
17.8.A(ii) and (iii) shall be subject to the provisions of Section 17.5.B(i) and
Section 17.5.C(ii); provided, however, that the term "Redemption Price" in such
Sections 17.5.B(i) and 17.5.C(ii) shall be read to mean the original Capital
Contribution per Series B Preferred Unit being redeemed as set forth on Exhibit
A plus all accrued and unpaid distributions to the redemption date.

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

            (i) Any exchange shall be exercised pursuant to a notice of exchange
(the "Exchange Notice") delivered to the General Partner by the Partners
representing at least 51% of the outstanding Series B Preferred Units (or by
Contributor in the case of an exchange pursuant to the last sentence of Section
17.8.A.(i) hereof) by (a) fax and (b) by certified mail postage prepaid. The
General Partner may effect any exchange of Series B Preferred Units, or exercise
its option to cause the Partnership to redeem any portion of the Series B
Preferred Units for cash pursuant to Section 17.8.A(ii) or redeem Excess Units
pursuant to Section 17.8.A(iii), by delivering to each holder of record of
Series B Preferred Units, within ten (10) Business Days following receipt of the
Exchange Notice, (a) if the General Partner elects to cause the Partnership to
acquire any of the Series B Preferred Units then outstanding, (1) certificates
representing the Series B Preferred Shares being issued in exchange for the
Series B Preferred Units of such holder being exchanged and (2) a written notice
(a "Redemption Notice") stating (A) the redemption date, which may be the date
of such Redemption Notice or any other date which is not later than sixty (60)
days following the receipt of the Exchange Notice, (B) the redemption price, (C)
the place or places where the Series B Preferred Units are to be surrendered and
(D) that distributions on the Series B 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 B Preferred Units then outstanding in
exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed
canceled (and any corresponding Partnership Interest represented thereby deemed
terminated) simultaneously with the delivery of shares of Series B Preferred
Shares (with respect to Series B Preferred Units exchanged) or simultaneously
with the redemption date (with respect to Series B Preferred Units redeemed).
Holders of Series B Preferred Units shall deliver any canceled certificates
representing Series B Preferred Units which have been exchanged or redeemed to
the office of General Partner (which currently is located at Pier 1, Bay 1, San
Francisco, California 94111) within ten (10) Business Days of the exchange or
redemption with respect thereto. Notwithstanding anything to the contrary
contained herein, any and all Series B Preferred Units to be exchanged for REIT
Series B Preferred Stock pursuant to this Section 17.8 shall be so exchanged in
a single transaction at one time. As a condition to exchange, the General
Partner may require the holders of Series B Preferred Units to make such
representations as may be reasonably necessary for the General Partner to
establish that the issuance of Series B Preferred Shares pursuant to the
exchange shall not be required to be registered under the Securities Act or any
state securities laws. Any Series B Preferred Shares issued pursuant to this
Section 17.8 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 Charter, the Bylaws of the General
Partner, the Securities Act and relevant state securities or blue sky laws.


                                       87
<PAGE>   95

            The certificates representing the Series B Preferred Shares issued
upon exchange of the Series B 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 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 STATE SECURITIES LAWS AND THE
            RULES AND REGULATIONS THEREUNDER.


            (ii) In the event of an exchange of Series B Preferred Units for
Series B Preferred Shares, an amount equal to the accrued and unpaid
distributions to the date of exchange on any Series B Preferred Units tendered
for exchange shall (i) accrue on the Series B Preferred Shares into which such
Series B Preferred Units are exchanged, and (ii) continue to accrue on such
Series B Preferred Units, which shall remain outstanding following such
exchange, with the General Partner as the holder of such REIT Series B Preferred
Units. Notwithstanding anything to the contrary set forth herein, in no event
shall a holder of a Series B Preferred Unit that was validly exchanged for
Series B Preferred Shares pursuant to this Section (other than the General
Partner holding such Series B Preferred Unit following any such exchange),
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 Series B Preferred Shares for which such Series B Preferred Unit
was exchanged or redeemed. Further for purposes of the foregoing, in the event
of an exchange of Series B Preferred Units for Series B Preferred Shares, if the
accrued and unpaid distributions per Series B Preferred Unit is not the same for
each Series B Preferred Unit, the accrued and unpaid distributions per Series B
Preferred Unit for each such Series B Preferred Unit shall be equal to the
greatest amount of such accrued and unpaid distributions per Series B Preferred
Unit on any such unit.

            (iii) Fractional Series B Preferred Shares are not to be issued upon
exchange but, in lieu thereof, the General Partner will pay a cash adjustment
based upon the fair market value of the Series B 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 Exchange Price. In case the General Partner shall
be a party to any transaction (including, without limitation, a merger,
consolidation, statutory share exchange, tender offer for all or substantially
all of the General Partner's capital stock or sale of all or substantially all
of the General Partner's assets), in each case as a result of which the Series


                                       88
<PAGE>   96

B 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 B Preferred Unit will thereafter be exchangeable into the
kind and amount of shares of capital stock and other securities and property
receivable (including cash or any combination thereof) upon the consummation of
such transaction by a holder of that number of Series B Preferred Shares or
fraction thereof into which one Series B Preferred Unit was exchangeable
immediately prior to such transaction. The General Partner may not become a
party to any such transaction unless the terms thereof are consistent with the
foregoing.

            Section 17.9 No Conversion Rights

            The Series B Preferred Units shall not be convertible into any other
class or series of interest in the Partnership.

            Section 17.10 No Sinking Fund

            No sinking fund shall be established for the retirement or
redemption of Series B Preferred Units.


                                   ARTICLE 18.
                            SERIES J PREFERRED UNITS

            Section 18.1 Designation and Number

            A series of Partnership Units in the Partnership designated as the
7.95% Series J Cumulative Redeemable Preferred Units (the "Series J Preferred
Units") is hereby established. The number of Series J Preferred Units shall be
800,000.

            Section 18.2 Ranking

            The Series J Preferred Units shall, with respect to distribution
rights and rights upon voluntary or involuntary liquidation, winding up or
dissolution of the Partnership, rank (i) senior to the Common Units and to all
Partnership Units the terms of which provide that such Partnership Units shall
rank junior to the Series J Preferred Units; (ii) on a parity with the Series A
Preferred Units, the Series B Preferred Units and all other Parity Preferred
Units; and (iii) junior to all Partnership Units which rank senior to the Series
J Preferred Units.

            Section 18.3 Distributions

            A. Payment of Distributions. Subject to the rights of holders of
Parity Preferred Units (including the Series A Preferred Units and the Series B
Preferred Units) as to the payment of distributions, pursuant to Section 5.1,
Section 16.3.A and Section 17.3.A hereof, holders of Series J 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 in an amount equal to the Series J Priority Return. Such
distributions will be payable (A) quarterly in arrears, on the 15th day of
January, April, July and October of each year


                                       89
<PAGE>   97

and (B) in the event of (i) an exchange of Series J Preferred Units into Series
J Preferred Shares, or (ii) a redemption of Series J Preferred Units, on the
exchange date or redemption date, as applicable (each a "Series J Preferred Unit
Distribution Payment Date"), commencing on the first of such payment dates to
occur following their original date of issuance. If any date on which
distributions are to be made on the Series J 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 J Preferred Units will be
made to the holders of record of the Series J Preferred Units on the relevant
record dates, which will be fifteen (15) days prior to the relevant Preferred
Unit Distribution Payment Date (the "Series J Preferred Unit Partnership Record
Date").

            B. Distributions Cumulative. Notwithstanding the foregoing,
distributions on the Series J Preferred Units will accrue 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 distributions on the Series J Preferred Units will accumulate as of
the Preferred Unit Distribution Payment Date on which they first become payable.

            C. Priority as to Distributors.

            (i) So long as any Series J Preferred Units are outstanding, no
distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of Partnership
Interest represented by Junior Units, nor shall any Junior Units or Parity
Preferred Units (including the Series A Preferred Units and the Series B
Preferred Units) be redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made available for a sinking fund for
the redemption of any such Junior Units or Parity Preferred Units) by the
Partnership (except by conversion into or exchange for other Junior Units or
Parity Preferred Units) unless, in each case, full cumulative distributions have
been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof set apart for such payment on the Series J
Preferred Units and all classes and series of outstanding Parity Preferred Units
for all distribution periods. The foregoing sentence will not prohibit (a)
distributions payable solely in Junior Units, (b) the exchange of Junior Units
or Parity Preferred Units (including the Series A Preferred Units and the Series
B Preferred Units) into Partnership Interests of the Partnership ranking junior
to the Series J Preferred Units as to distributions, or (c) the redemption of
Partnership Interests corresponding to Series J Preferred Shares, Parity
Preferred Stock (including Series A Preferred Shares and Series B Preferred
Shares) with respect to distributions or Junior Stock to be purchased by the
General Partner pursuant to the Charter to preserve the General Partner's status
as a real estate investment trust, provided that such redemption shall be upon
the same terms as the corresponding stock purchase pursuant to the Charter.


                                       90
<PAGE>   98

            (ii) So long as distributions have not been paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series J
Preferred Units and any other Parity Preferred Units (including the Series A
Preferred Units and the Series B Preferred Units), all distributions authorized
and declared on the Series J Preferred Units and all classes or series of
outstanding Parity Preferred Units (including the Series A Preferred Units and
the Series B Preferred Units) shall be authorized and declared pro rata so that
the amount of distributions authorized and declared per Series J 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 distributions per Series J
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 class or series of Parity Preferred Units do not
have cumulative distribution rights) bear to each other. No interest, or sum of
money in lieu of interest, shall be payable in respect of any distributions or
payments on Series J Preferred Units which may be in arrears.

            (iii) Notwithstanding anything to the contrary set forth herein,
distributions on Partnership Interests held by either (a) the General Partner or
(b) any other holder of Partnership Interest in the Partnership, in each case
ranking junior to or on parity with the Series J Preferred Units may be made,
without preserving the priority of distributions described in Sections 18.3.C(i)
and (ii), but (i) only to the extent such distributions are required to preserve
the real estate investment trust status of the General Partner and (ii) in the
case of any holder other than the General Partner only to the extent required by
the Partnership Agreement.

            D. No Further Rights. Holders of Series J 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 18.4 Liquidation Proceeds

            A. Distributions. Upon voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, distributions on the Series J
Preferred Units shall be made in accordance with Article 13 of this Agreement.

            B. Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, stating the payment
date or dates when, and the place or places where, the amounts distributable in
such circumstances shall be payable, shall be given by the General Partner
pursuant to Section 13.6 hereof.

            C. No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, Holders of Series J
Preferred Units will have no right or claim to any of the remaining assets of
the Partnership.

            D. Consolidation, Merger or Certain Other Transactions. None of a
consolidation or merger of the Partnership with or into another entity, a merger
of another entity with or into the Partnership, or a sale, lease, transfer or
conveyance of all or substantially all of the Partnership's property or business
shall be considered a liquidation, dissolution or winding up of the Partnership.


                                       91
<PAGE>   99

            Section 18.5 Redemption

            A. Redemption. The Series J Preferred Units may not be redeemed
prior to September 21, 2006. On or after such date, the Partnership shall have
the right to redeem the Series J Preferred Units, in whole or in part, at any
time or from time to time, upon not less than 30 nor more than 60 days' written
notice, at a redemption price, payable in cash, equal to the Capital Account
balance of the holder of Series J Preferred Units (the "Redemption Price");
provided, however, that no redemption pursuant to this Section 18.5 will be
permitted if the Redemption Price does not equal or exceed the original Capital
Contribution of such holder plus the cumulative Priority Return to the
redemption date to the extent not previously distributed. If fewer than all of
the outstanding Series J Preferred Units are to be redeemed, the Series J
Preferred Units to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional units).

            B. Limitation on Redemption. (i) The Redemption Price of the Series
J Preferred Units (other than the portion thereof consisting of accumulated but
unpaid distributions) is payable solely out of the sale proceeds of capital
stock of the General Partner, which will be contributed by the General Partner
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
Charter)), depository shares, interests, 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 J Preferred Units unless all accumulated and unpaid
distributions have been paid on all Series J Preferred Units for all quarterly
distribution periods terminating on or prior to the date of redemption.

            C. Procedures for Redemption. (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Partnership, by certified mail, postage prepaid,
not less than 30 nor more than 60 days prior to the redemption date, addressed
to the respective holders of record of the Series J 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 J 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 Redemption Price, (c) the aggregate number of Series J Preferred
Units to be redeemed and if fewer than all of the outstanding Series J Preferred
Units are to be redeemed, the number of Series J 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 J
Preferred Units that the total number of Series J Preferred Units held by such
holder represents) of the aggregate number of Series J Preferred Units to be
redeemed, (d) the place or places where such Series J Preferred Units are to be
surrendered for payment of the Redemption Price, (e) that distributions on the
Series J Preferred Units to be


                                       92
<PAGE>   100

redeemed will cease to accumulate on such redemption date and (f) that payment
of the Redemption Price will be made upon presentation and surrender of such
Series J Preferred Units.

            (ii) If the Partnership gives a notice of redemption in respect of
Series J Preferred Units (which notice will be irrevocable) then, by 12:00 noon,
New York City time, on the redemption date, the Partnership will deposit
irrevocably in trust for the benefit of the Series J Preferred Units being
redeemed funds sufficient to pay the applicable Redemption Price and will give
irrevocable instructions and authority to pay such Redemption Price to the
holders of the Series J Preferred Units upon surrender of the Series J 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 J Preferred Units or portions thereof called for redemption, unless the
Partnership defaults in the payment thereof. If any date fixed for redemption of
Series J Preferred Units is not a Business Day, then payment of the 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 Redemption Price is improperly withheld or refused and not paid
by the Partnership, distributions on such Series J 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 Redemption Price.

            Section 18.6 Voting Rights

            A. General. Holders of the Series J 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
7.3.E.

            B. Certain Voting Rights. So long as any Series J Preferred Units
remain outstanding, the Partnership shall not, without the affirmative vote of
the holders of at least two-thirds of the Series J 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 prior to the Series J
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 Partnership Interest, or create, authorize or
issue any obligations or security convertible into or evidencing the right to
purchase any such Partnership Interests, (ii) authorize or create, or increase
the authorized or issued amount of any Parity Preferred Units or reclassify any
Partnership Interest of the Partnership into any such Partnership Interest or
create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such Partnership Interests but only to the
extent such Parity Preferred Units are issued to an affiliate of the
Partnership, other than the General Partner to the extent the issuance of such
interests was to allow the General Partner to issue corresponding preferred
stock to persons who are not affiliates of the Partnership or (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 the Partnership Agreement (including, without
limitation, this Article 18), whether by merger, consolidation or otherwise, in
each case in a manner that would materially and


                                       93
<PAGE>   101

adversely affect the powers, special rights, preferences, privileges or voting
power of the Series J 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 J Preferred
Units remain outstanding with the terms thereof unchanged, or (b) the resulting,
surviving or transferee entity (I) is a partnership, limited liability company
or other pass-through entity organized under the laws of any state, (II) is not
taxable as a corporation for U.S. federal income tax purposes and (III)
substitutes the Series J Preferred Units for other interests in such entity
having substantially the same terms and rights as the Series J 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 J 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
represented by Junior Units or Parity Preferred Units are not issued to an
affiliate of the Partnership, other than the General Partner to the extent the
issuance of such interests was to allow the General Partner to issue
corresponding preferred stock to persons who are not affiliates of the
Partnership, shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.

            Section 18.7 Transfer Restrictions

            The Series J Preferred Units shall be subject to the provisions of
Article 11 hereof; provided, however, that the Series J Preferred Units shall
not be subject to the right of first refusal of the General Partner as described
in Section 11.3 hereof. No transfer of Series J Preferred Units, or other action
by the holder or holders of such 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 or other action would result in more than two
partners holding all outstanding Series J Preferred Units within the meaning of
Treasury Regulation Section 1.7704-1(h)(1)(ii) (without regard to Treasury
Regulation Section 1.7704-1(h)(3)(ii)); provided, however, that the General
Partner's consent may not be unreasonably withheld if (a) such transfer or other
action would not result in more than five partners holding all outstanding
Series J Preferred Units within the meaning of Treasury Regulation Section
1.7704-1(h)(1)(ii) (without regard to Treasury Regulation Section
1.7704-1(h)(3)(ii)) and (b) the General Partner cannot rely on Treasury
Regulation Section 1.7704-1(h) to avoid classification of Operating Partnership
as a PTP. In addition, no transfer may be made to any person if such transfer
would cause the exchange of the Series J Preferred Units for Series J Preferred
Shares, as provided herein, to be required to be registered under the Securities
Act of 1933, as amended, or any state securities laws. If (i) the holders of 51%
of the Series J Preferred Units conclude based on results or projected results
that there exists (in the reasonable judgment of such holders) 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 (the "19.5% Limit"), (ii) such holders deliver to
the General Partner an opinion of independent counsel to the effect that there
is a substantial risk that such holder's interest in the Partnership represents
or will represent more than the 19.5% Limit (determined in accordance with
Regulations Section 1.731-2(e)(4)), and (iii) the General Partner agrees with
the conclusions referred to in clauses (i) and (ii) of this sentence, such
agreement not to be unreasonably


                                       94
<PAGE>   102

withheld, then such holders shall, subject to the above limitations, be
permitted to transfer so much of their Series J Preferred Units as may be
appropriate to alleviate the risk of not satisfying the 19.5% Limit to the trust
described in Exhibit J, with such holders having the rights set forth in such
Exhibit.

            Section 18.8 Exchange Rights

A. Right to Exchange. (i) Series J Preferred Units will be exchangeable in whole
but not in part unless expressly otherwise provided herein at anytime on or
after September 21, 2011, at the option of the holders of 51% of all outstanding
Series J Preferred Units, for authorized but previously unissued Series J
Preferred Shares at an exchange rate of one Series J Preferred Share from the
General Partner for one Series J Preferred Unit, subject to adjustment as
described below (the "Exchange Price"), provided that the Series J Preferred
Units will become exchangeable at any time, in whole but not in part unless
expressly otherwise provided herein, at the option of the holders of 51% of all
outstanding Series J Preferred Units for Series J Preferred Shares (x) if at any
time full distributions shall not have been timely made on any Series J
Preferred Unit with respect to six (6) prior quarterly distribution periods,
whether or not consecutive, provided, however, that a distribution in respect of
Series J Preferred Units shall be considered timely made if made within two (2)
Business Days after the applicable Preferred Unit Distribution Payment Date if
at the time of such late payment there shall not be any prior quarterly
distribution periods in respect of which full distributions were not timely
made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units
conclude (in the reasonable judgment of such holders) that the Partnership, if
it otherwise were taxable as a real estate investment trust, either (1) will not
or likely will not satisfy the income tests of Section 856 of the Code for the
year in which such determination is made or (2) will not or likely will not
satisfy the asset tests of Section 856 of the Code as of the end of the calendar
quarter in which such determination is made, which failure will not or is
unlikely to be (or is subsequently not) cured as permitted under Section 856 of
the Code, (B) the holders deliver to the General Partner an opinion of a
nationally recognized independent counsel to the effect of the conclusion set
forth in clause (A) of this sentence, (C) such failure would create a meaningful
risk that a holder of the Series J Preferred Units would fail to maintain its
qualification as a real estate investment trust and (D) the General Partner
agrees with the conclusions referred to in clauses (A) and (B) of this sentence,
such agreement not to be unreasonably withheld. Furthermore, the Series J
Preferred Units, if the holders of 51% of all outstanding Series J Preferred
Units so determine, may be exchanged in whole but not in part (regardless of
whether held by one or more holders) for Series J Preferred Shares if (1) the
holders of 51% of all outstanding Series J Preferred Units conclude based on
results or projected results that there exists (in the reasonable judgment of
such holder) an imminent and substantial risk that the holder's interest in the
Partnership represents or will represent more than the 19.5% Limit, (2) such
holders deliver to the General Partner an opinion of independent counsel to the
effect that there is a substantial risk that its interest in the Partnership
does not or will not satisfy the 19.5% 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; provided, however, that if, as a
result of such conclusion, such holders' interest in the Partnership is reduced
pursuant to the last sentence of Section 18.7 hereof (which procedure shall be
available to such holders to the exclusion of the procedure under this sentence
for so long as, on a cumulative basis, sales of 10% or fewer of the Series J
Preferred Units


                                       95
<PAGE>   103

originally issued by the Partnership would in the opinion of the
above-referenced counsel reduce the risk that such holders' interest in the
Partnership would not satisfy the 19.5% Limit to less than a substantial risk,
and thereafter shall be a permitted alternative to the procedure pursuant to
this sentence) or the risk of such holder not satisfying the 19.5% Limit
otherwise is reduced below a substantial risk, then an exchange in whole under
this sentence shall not be permitted unless and until a change in facts occurs
and a further determination by such holders is made under this sentence.

            (ii) Notwithstanding anything to the contrary set forth in Section
18.8.A(i), if an 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 Exchange Notice, elect to cause the
Partnership to redeem all or a portion of the outstanding Series J Preferred
Units for cash in an amount equal to the original Capital Contribution per
Series J 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 J Preferred Units, the number of Series J 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 J
Preferred Units that the total number of Series J Preferred Units held by such
holder represents) of the aggregate number of Series J Preferred Units being
redeemed.

            (iii) In the event an exchange of all Series J Preferred Units
pursuant to Section 18.8.A would violate the provisions on ownership limitation
of the General Partner set forth in Section 7 of the Third Article of the
Articles Supplementary to the Charter with respect to Series J Preferred Shares
(the "Series J Articles Supplementary"), each holder of Series J Preferred Units
shall be entitled to exchange, pursuant to the provisions of Section 18.8.B, a
number of Series J Preferred Units which would comply with the provisions on the
ownership limitation of the General Partner set forth in such Section 7 of the
Series J Articles Supplementary, with respect to such holder, and any Series J
Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the
Partnership for cash in an amount equal to the original Capital Contribution per
Excess Unit, plus any accrued and unpaid distributions thereon 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 Excess
Units, as a condition to such exchange, each holder of such units agrees to
provide representations and covenants reasonably requested by the General
Partner relating to (i) the widely held nature of the interests in such holder,
sufficient to assure the General Partner that the holder's ownership of stock of
the General Partner (without regard to the limits described above) will not
cause any individual to own in excess of 9.0% of the stock of the General
Partner; and (ii) to the extent such holder can so represent and covenant
without obtaining information from its owners, the holder's ownership of tenants
of the Partnership and its affiliates. For purposes of determining the number of
Excess Units under this Section 18.8.A(iii), the "Beneficial Ownership Limit"
and "Constructive Ownership Limit" set forth in the Series J Articles
Supplementary shall be deemed to be 9.0%. To the extent the General Partner
would not be able to pay the cash set forth above in exchange for the Excess
Units, and to the extent consistent with the Charter, the General Partner agrees
that it will grant to the holders of the Series J Preferred Units exceptions to
the Beneficial Ownership Limit and Constructive Ownership Limit set forth in the
Series J Articles Supplementary sufficient to allow such holders to exchange all
of their Series J Preferred Units for Series J Preferred Stock, provided such
holders furnish to the General Partner representations acceptable


                                       96
<PAGE>   104

to the General Partner in its sole and absolute discretion which assure the
General Partner that such exceptions will not jeopardize the General Partner'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 J
Limited Partner shall be entitled to effect an exchange of Series J Preferred
Units for Series J 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 the General Partner, may cause the Partner or any
other Person, to violate the restrictions on ownership and transfer of Series J
Preferred Shares set forth in the Charter, taking into account any exceptions
thereto granted by the Company in accordance with the terms of the Charter. To
the extent any such attempted exchange for Series J Preferred Shares would be in
violation of the previous sentence, it shall be void ab initio and such Series J
Limited Partner shall not acquire any rights or economic interest in the Series
J Preferred Shares otherwise issuable upon such exchange.

            (iv) The redemption of Series J Preferred Units described in Section
18.8.A(ii) and (iii) shall be subject to the provisions of Section 18.5.B(i) and
Section 18.5.C(ii); provided, however, that the term "Redemption Price" in such
Sections 18.5.B(i) and 18.5.C(ii) shall be read to mean the original Capital
Contribution per Series J Preferred Unit being redeemed as set forth on Exhibit
A plus all accrued and unpaid distributions to the redemption date.

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

            (i) Any exchange shall be exercised pursuant to a notice of exchange
(the "Exchange Notice") delivered to the General Partner by the Partners
representing at least 51% of the outstanding Series J Preferred Units (or by
Contributor in the case of an exchange pursuant to the last sentence of Section
18.8.A.(i) hereof) by (a) fax and (b) by certified mail postage prepaid. The
General Partner may effect any exchange of Series J Preferred Units, or exercise
its option to cause the Partnership to redeem any portion of the Series J
Preferred Units for cash pursuant to Section 18.8.A(ii) or redeem Excess Units
pursuant to Section 18.8.A(iii), by delivering to each holder of record of
Series J Preferred Units, within ten (10) Business Days following receipt of the
Exchange Notice, (a) if the General Partner elects to cause the Partnership to
acquire any of the Series J Preferred Units then outstanding, (1) certificates
representing the Series J Preferred Shares being issued in exchange for the
Series J Preferred Units of such holder being exchanged and (2) a written notice
(a "Redemption Notice") stating (A) the redemption date, which may be the date
of such Redemption Notice or any other date which is not later than sixty (60)
days following the receipt of the Exchange Notice, (B) the redemption price, (C)
the place or places where the Series J Preferred Units are to be surrendered and
(D) that distributions on the Series J 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 J Preferred Units then outstanding in
exchange for cash, a Redemption Notice. Series J Preferred Units shall be deemed
canceled (and any corresponding Partnership Interest represented thereby deemed
terminated) simultaneously with the delivery of shares of Series J Preferred
Shares (with respect to Series J Preferred Units exchanged) or simultaneously
with the redemption date (with respect to Series J Preferred Units redeemed).
Holders of Series J Preferred Units shall deliver any canceled certificates
representing Series J Preferred Units which have been exchanged or redeemed to
the office of General Partner (which currently is located at Pier 1, Bay 1, San
Francisco, California 94111) within ten (10) Business Days of the exchange or
redemption with


                                       97
<PAGE>   105

respect thereto. Notwithstanding anything to the contrary contained herein, any
and all Series J Preferred Units to be exchanged for Series J Preferred Stock
pursuant to this Section 18.8 shall be so exchanged in a single transaction at
one time. As a condition to exchange, the General Partner may require the
holders of Series J Preferred Units to make such representations as may be
reasonably necessary for the General Partner to establish that the issuance of
Series J Preferred Shares pursuant to the exchange shall not be required to be
registered under the Securities Act or any state securities laws. Any Series J
Preferred Shares issued pursuant to this Section 18.8 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 Charter, the Bylaws of the General Partner, the Securities Act and
relevant state securities or blue sky laws.

            The certificates representing the Series J Preferred Shares issued
upon exchange of the Series J 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 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 STATE SECURITIES LAWS AND THE
            RULES AND REGULATIONS THEREUNDER.

            (ii) In the event of an exchange of Series J Preferred Units for
Series J Preferred Shares, an amount equal to the accrued and unpaid
distributions to the date of exchange on any Series J Preferred Units tendered
for exchange shall (i) accrue on the Series J Preferred Shares into which such
Series J Preferred Units are exchanged, and (ii) continue to accrue on such
Series J Preferred Units, which shall remain outstanding following such
exchange, with the General Partner as the holder of such Series J Preferred
Units. Notwithstanding anything to the contrary set forth herein, in no event
shall a holder of a Series J Preferred Unit that was validly exchanged for
Series J Preferred Shares pursuant to this Section (other than the General
Partner holding such Series J Preferred Unit following any such exchange),
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 Series J Preferred Shares for which such Series J Preferred Unit
was exchanged or redeemed. Further for purposes of the foregoing, in the event
of an exchange of Series J Preferred Units for Series J Preferred Shares, if the
accrued and unpaid distributions per Series J Preferred Unit is not the same for
each Series J Preferred Unit, the accrued and unpaid distributions per Series J
Preferred Unit for each such Series J Preferred


                                       98
<PAGE>   106

Unit shall be equal to the greatest amount of such accrued and unpaid
distributions per Series J Preferred Unit on any such unit.

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

            Section 18.9 No Conversion Rights

            The Series J Preferred Units shall not be convertible into any other
class or series of interest in the Partnership.

            Section 18.10 No Sinking Fund

No sinking fund shall be established for the retirement or redemption of Series
J Preferred Units.



                            (Signature Pages Follow)









                                       99
<PAGE>   107

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                        GENERAL PARTNER:

                        AMB PROPERTY CORPORATION,
                        a Maryland corporation



                        By: /s/ Michael A. Coke
                            ----------------------------------------------------
                            Michael A. Coke
                            Chief Financial Officer and Executive Vice President


                        LIMITED PARTNERS:

                        AMB PROPERTY CORPORATION,
                        as attorney-in-fact for each of the Limited Partners



                        By: /s/ Michael A. Coke
                            ----------------------------------------------------
                            Michael A. Coke
                            Chief Financial Officer and Executive Vice President










                                       S-1
<PAGE>   108



                        SERIES J LIMITED PARTNER:

                        GSEP 2001 REALTY CORP.



                        By:      /s/ Eric Lane
                                ------------------------------------------------
                          Name:  Eric Lane
                                ------------------------------------------------
                          Title: President and CEO
                                ------------------------------------------------



















                                      S-2
<PAGE>   109

                                    EXHIBIT A

               PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS

I.  Common Units
<TABLE>
<CAPTION>
                                                               AGREED VALUE OF                           COMMON
                               CONTRIBUTION      CASH            CONTRIBUTED           TOTAL            PARTNERSHIP     PERCENTAGE
NAME OF PARTNER                    DATE      CONTRIBUTIONS         PROPERTY         CONTRIBUTIONS         UNITS          INTEREST
---------------                ------------  -------------     ---------------     ---------------      -----------     ----------
<S>                            <C>           <C>               <C>                 <C>                  <C>             <C>
General Partner:
AMB Property Corporation (a)     11/26/97     $ 73,798,710      $1,693,339,826     $ 1,767,138,536       85,645,102      95.39238%
AMB Property Corporation         12/15/98     $    930,048      $            0     $       930,048           43,008       0.04790%
AMB Property Corporation         01/20/99     $      1,000      $            0     $         1,000          100,000       0.11138%
AMB Property Corporation         01/25/99     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         02/11/99     $    131,250      $            0     $       131,250            6,250       0.00696%
AMB Property Corporation         03/05/99     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         04/20/99     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         04/23/99     $          0      $       88,290     $        88,290            3,600       0.00401%
AMB Property Corporation         05/07/99     $    (20,155)     $            0     $       (20,155)            (932)     -0.00104%
AMB Property Corporation         05/12/99     $          0      $   10,125,213     $    10,125,213          482,153       0.53703%
AMB Property Corporation         05/13/99     $     78,750      $            0     $        78,750            3,750       0.00418%
AMB Property Corporation         06/04/99     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         06/11/99     $     13,125      $            0     $        13,125              625       0.00070%
AMB Property Corporation         06/30/99     $     13,125      $            0     $        13,125              625       0.00070%
AMB Property Corporation         07/02/99     $     52,500      $            0     $        52,500            2,500       0.00278%
AMB Property Corporation         08/03/99     $          0      $      244,000     $       244,000           10,000       0.01114%
AMB Property Corporation         08/06/99     $    131,250      $            0     $       131,250            6,250       0.00696%
AMB Property Corporation         09/15/99     $          0      $      840,000     $       840,000           40,000       0.04455%
AMB Property Corporation         09/15/99     $    (15,159)     $            0     $       (15,159)            (701)     -0.00078%
AMB Property Corporation         12/10/99     $   (198,750)     $            0     $      (198,750)         (10,000)     -0.01114%
AMB Property Corporation         12/10/99     $   (197,500)     $            0     $      (197,500)         (10,000)     -0.01114%
AMB Property Corporation         12/10/99     $ (1,657,500)     $            0     $    (1,657,500)         (85,000)     -0.09467%
AMB Property Corporation         12/13/99     $ (1,950,000)     $            0     $    (1,950,000)        (100,000)     -0.11138%
AMB Property Corporation         12/14/99     $ (9,500,000)     $            0     $    (9,500,000)        (500,000)     -0.55691%
AMB Property Corporation         12/16/99     $   (950,000)     $            0     $      (950,000)         (50,000)     -0.05569%
AMB Property Corporation         12/16/99     $ (1,813,888)     $            0     $    (1,813,888)         (96,100)     -0.10704%
AMB Property Corporation         12/17/99     $   (937,500)     $            0     $      (937,500)         (50,000)     -0.05569%
AMB Property Corporation         12/17/99     $ (8,730,150)     $            0     $    (8,730,150)        (471,900)     -0.52561%
AMB Property Corporation         12/20/99     $   (918,750)     $            0     $      (918,750)         (50,000)     -0.05569%
AMB Property Corporation         12/20/99     $   (375,950)     $            0     $      (375,950)         (20,600)     -0.02294%
AMB Property Corporation         01/07/00     $(28,777,960)     $            0     $   (28,777,960)      (1,465,926)     -1.63276%
AMB Property Corporation         02/29/00     $          0      $            0     $             0          155,675       0.17339%
AMB Property Corporation         03/31/00     $    262,500      $            0     $       262,500           12,500       0.01392%
AMB Property Corporations        05/01/00     $    105,000      $            0     $       105,000            5,000       0.00557%
AMB Property Corporation         05/02/00     $    105,000      $            0     $       105,000            5,000       0.00557%
AMB Property Corporation         05/03/00     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         05/05/00     $     52,500      $            0     $        52,500            2,500       0.00278%
AMB Property Corporation         05/05/00     $          0      $            0     $             0            1,000       0.00111%
AMB Property Corporation         05/10/00     $     13,125      $            0     $        13,125              625       0.00070%
AMB Property Corporation         05/31/00     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         06/09/00     $    105,000      $            0     $       105,000            5,000       0.00557%
AMB Property Corporation         06/13/00     $    254,334      $            0     $       254,334           11,790       0.01313%
AMB Property Corporation         07/06/00     $          0      $    4,774,010     $     4,774,010          206,425       0.22992%
AMB Property Corporation         07/14/00     $    128,747      $            0     $       128,747            6,072       0.00676%
AMB Property Corporation         07/19/00     $     52,500      $            0     $        52,500            2,500       0.00278%
AMB Property Corporation         07/21/00     $    105,000      $            0     $       105,000            5,000       0.00557%
AMB Property Corporation         07/26/00     $    105,000      $            0     $       105,000            5,000       0.00557%
AMB Property Corporation         08/10/00     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         08/11/00     $     26,250      $            0     $        26,250            1,250       0.00139%
AMB Property Corporation         08/25/00     $    157,500      $            0     $       157,500            7,500       0.00835%
AMB Property Corporation         09/06/00     $     31,594      $            0     $        31,594            1,500       0.00167%
AMB Property Corporation         09/11/00     $     94,500      $            0     $        94,500            4,500       0.00501%
AMB Property Corporation         09/12/00     $      5,250      $            0     $         5,250              250       0.00028%
AMB Property Corporation         09/15/00     $     52,500      $            0     $        52,500            2,500       0.00278%
AMB Property Corporation         10/01/00     $     (7,152)     $            0     $        (7,152)            (298)     -0.00033%
AMB Property Corporation         11/27/00     $     12,600      $            0     $        12,600              600       0.00067%
AMB Property Corporation         11/28/00     $      5,000      $            0     $         5,000            5,000       0.00557%
AMB Property Corporation         11/29/00     $     78,750      $            0     $        78,750            3,750       0.00418%
AMB Property Corporation         12/01/00     $          0      $            0     $             0              622       0.00069%
AMB Property Corporation         12/05/00     $    250,250      $            0     $       250,250           11,789       0.01313%
</TABLE>



                                       A-1
<PAGE>   110

<TABLE>
<CAPTION>
                                                               AGREED VALUE OF                           COMMON
                               CONTRIBUTION      CASH            CONTRIBUTED           TOTAL            PARTNERSHIP     PERCENTAGE
NAME OF PARTNER                    DATE      CONTRIBUTIONS         PROPERTY         CONTRIBUTIONS         UNITS          INTEREST
---------------                ------------  -------------     ---------------     ---------------      -----------     ----------
<S>                            <C>           <C>               <C>                 <C>                  <C>             <C>
AMB Property Corporation         12/06/00     $     78,750      $            0     $        78,750            3,750       0.00418%
AMB Property Corporation         12/13/00     $     12,600      $            0     $        12,600              600       0.00067%
AMB Property Corporation         12/15/00     $     10,500      $            0     $        10,500              500       0.00056%
AMB Property Corporation         01/30/01     $     12,446      $            0     $        12,446              584       0.00065%
AMB Property Corporation         02/27/01     $     46,193      $            0     $        46,193            2,053       0.00229%
AMB Property Corporation         02/27/01     $          0      $            0     $             0          196,517       0.21888%
AMB Property Corporation         02/28/01     $    107,952      $            0     $       107,952            4,992       0.00556%
AMB Property Corporation         02/28/01     $          0      $       36,750     $        36,750            1,554       0.00173%
AMB Property Corporation         03/07/01     $          0      $      872,202     $       872,202           37,115       0.04134%
AMB Property Corporation         03/07/01     $     13,125      $            0     $        13,125              625       0.00070%
AMB Property Corporation         03/08/01     $    774,736      $            0     $       774,736           36,667       0.04084%
AMB Property Corporation         03/23/01     $          0      $   11,752,188     $    11,752,188          559,268       0.62292%
AMB Property Corporation         04/18/01     $   (568,750)     $            0     $      (568,750)         (25,000)     -0.02785%
AMB Property Corporation         05/17/01     $          0      $            0     $             0            1,000       0.00111%
AMB Property Corporation         05/21/01     $     16,800      $            0     $        16,800              800       0.00089%
AMB Property Corporation         05/22/01     $          0      $            0     $             0           41,204       0.04589%
AMB Property Corporation         06/14/01     $     95,586      $            0     $        95,586            4,584       0.00511%
AMB Property Corporation         07/01/01     $     11,248      $            0     $        11,248             (461)     -0.00051%
AMB Property Corporation         07/12/01     $     23,520      $            0     $        23,520            1,120       0.00125%
AMB Property Corporation         07/13/01     $      5,094      $            0     $         5,094              250       0.00028%
AMB Property Corporation         07/16/01     $    286,424      $            0     $       286,424           13,459       0.01499%
AMB Property Corporation         07/26/01     $     21,000      $            0     $        21,000            1,000       0.00111%
AMB Property Corporation         07/27/01     $     14,700      $            0     $        14,700              700       0.00078%
AMB Property Corporation         08/02/01     $     90,300      $            0     $        90,300            4,300       0.00479%
AMB Property Corporation         08/03/01     $     11,500      $            0     $        11,500              500       0.00056%
AMB Property Corporation         08/08/01     $      5,000      $            0     $         5,000              250       0.00028%
AMB Property Corporation         08/09/01     $      5,775      $            0     $         5,775              275       0.00031%
AMB Property Corporation         08/10/01     $     78,750      $            0     $        78,750            3,750       0.00418%
AMB Property Corporation         08/14/01     $     11,406      $            0     $        11,406              500       0.00056%
AMB Property Corporation         08/15/01     $     31,500      $            0     $        31,500            1,500       0.00167%
AMB Property Corporation         08/17/01     $     14,063      $            0     $        14,063              625       0.00070%
AMB Property Corporation         08/22/01     $    420,000      $            0     $       420,000           20,000       0.02228%
AMB Property Corporation         09/20/01     $   (597,500)     $            0     $      (597,500)         (25,000)     -0.02785%
                                              ------------      --------------     ---------------       ----------      --------
Total General Partner                           22,318,712       1,722,072,479       1,744,391,191       84,794,085      94.44451%
</TABLE>



                                      A-2

<PAGE>   111


<TABLE>
<CAPTION>
                                                                  AGREED VALUE OF                          COMMON
                                      CONTRIBUTION     CASH        CONTRIBUTED            TOTAL          PARTNERSHIP     PERCENTAGE
NAME OF PARTNER                           DATE     CONTRIBUTIONS     PROPERTY         CONTRIBUTIONS         UNITS         INTEREST
---------------                       ------------ -------------  ---------------    ---------------     -----------     ----------
<S>                                   <C>          <C>            <C>                <C>                 <C>             <C>
Limited Partners:
David Brown                              11/26/97   $         0   $     1,150,359    $     1,150,359         54,779      0.06101%
Daniel Sarhad                            11/26/97   $         0   $         6,174    $         6,174            294      0.00033%
Craig Duncan                             11/26/97   $         0   $       216,447    $       216,447         10,307      0.01148%
GP Met Phase I                           11/26/97   $         0   $     1,774,164    $     1,774,164         84,484      0.09410%
GP Met 4 & 12                            11/26/97   $         0   $     1,486,212    $     1,486,212         70,772      0.07883%
Holbrook W. Goodale 54 Trust             11/26/97   $         0   $     1,118,754    $     1,118,754         53,274      0.05934%
Charles R. Wichman 54 Trust              11/26/97   $         0   $     1,118,754    $     1,118,754         53,274      0.05934%
Frederick B. Wichman 54 Trust            11/26/97   $         0   $     1,118,754    $     1,118,754         53,274      0.05934%
Holbrook W. Goodale 57 Trust             11/26/97   $         0   $     3,919,734    $     3,919,734        186,654      0.20790%
Charles R. Wichman 57 Trust              11/26/97   $         0   $     3,919,734    $     3,919,734        186,654      0.20790%
Frederick B. Wichman 57 Trust            11/26/97   $         0   $     3,919,734    $     3,919,734        186,654      0.20790%
Holbrook W. Goodale 58 Trust             11/26/97   $         0   $     3,919,734    $     3,919,734        186,654      0.20790%
Charles R. Wichman 58 Trust              11/26/97   $         0   $     3,919,734    $     3,919,734        186,654      0.20790%
Frederick B. Wichman 58 Trust            11/26/97   $         0   $     3,919,734    $     3,919,734        186,654      0.20790%
Allmerica                                11/26/97   $         0   $    11,752,188    $    11,752,188        559,628      0.62332%
Gamble                                   11/26/97   $         0   $    10,125,213    $    10,125,213        482,153      0.53703%
Campanelli Investment Properties (b)     03/30/98   $         0   $    12,435,871    $    12,435,871        517,547      0.57645%
Campanelli Enterprises (c)               03/30/98   $         0   $    10,334,678    $    10,334,678        438,110      0.48797%
Steve Liefschultz                        03/31/98   $         0   $     1,990,798    $     1,990,798         81,174      0.09041%
Stephen M. Vincent                       03/31/98   $         0   $       634,825    $       634,825         25,884      0.02883%
Alan Wilensky                            03/31/98   $         0   $       266,073    $       266,073         10,849      0.01208%
Craig Gagnon                             03/31/98   $         0   $       806,404    $       806,404         32,880      0.03662%
Seefried Properties, Inc.                06/04/98   $         0   $        61,250    $        61,250          2,590      0.00288%
Monique Brouillet Seefried               06/04/98   $         0   $       660,275    $       660,275         27,916      0.03109%
Robert S. Rakusin                        06/04/98   $         0   $       319,725    $       319,725         13,518      0.01506%
Gerald L. Daws                           06/04/98   $         0   $       147,000    $       147,000          6,215      0.00692%
Thomas Ellis                             06/04/98   $         0   $        36,750    $        36,750          1,554      0.00173%
James E. Hayes as trustee of
  the James E. Hayes Living
  Trust under Agreement
  dated August 22, 1995                  06/30/98   $         0   $       580,747    $       580,747         23,801      0.02651%
Lawrence J. Hayes                        06/30/98   $         0   $       580,747    $       580,747         23,801      0.02651%
Lincoln Property Company No. 238 Ltd.    09/24/98   $         0   $     8,320,955    $     8,320,955        353,520      0.39375%
Lincoln Property Company No. 287, LTD    09/24/98   $         0   $     2,760,957    $     2,760,957        117,300      0.13065%
Lincoln Property Company No. 355, LTD    09/24/98   $         0   $       739,600    $       739,600         31,422      0.03500%
Lincoln Property Company No. 440, LTD    09/24/98   $         0   $       767,640    $       767,640         32,614      0.03633%
Lincoln Property Company No. 1179        09/24/98   $         0   $     3,883,230    $     3,883,230        164,981      0.18376%
Alan Wilensky                            12/31/98   $         0   $       (44,145)   $       (44,145)        (1,800)   -0.00200%
Julie H. Wilensky                        12/31/98   $         0   $        22,073    $        22,073            900      0.00100%
Constance J. Wilensky                    12/31/98   $         0   $        22,073    $        22,073            900      0.00100%
Alan Wilensky                            01/31/99   $         0   $       (44,145)   $       (44,145)        (1,800)   -0.00200%
Julie H. Wilensky                        01/31/99   $         0   $        22,073    $        22,073            900      0.00100%
Constance J. Wilensky                    01/31/99   $         0   $        22,073    $        22,073            900      0.00100%
William H. Winstead III                  02/09/99   $         0   $         2,376    $         2,376             99      0.00011%
Donald A. Manekin                        02/09/99   $         0   $         4,056    $         4,056            169      0.00019%
Bernard Manekin                          02/09/99   $         0   $         2,808    $         2,808            117      0.00013%
Harold Manekin                           02/09/99   $         0   $         2,592    $         2,592            108      0.00012%
Vivian Manekin                           02/09/99   $         0   $           144    $           144              6      0.00001%
Francine U. Manekin                      02/09/99   $         0   $           144    $           144              6      0.00001%
RA & DM, Inc.                            02/09/99   $         0   $            96    $            96              4      0.00000%
RA & FM, Inc.                            02/09/99   $         0   $           888    $           888             37      0.00004%
Richard M. Alter                         02/09/99   $         0   $         7,080    $         7,080            295      0.00033%
Robert Manekin                           02/09/99   $         0   $         1,080    $         1,080             45      0.00005%
Richard P. Manekin                       02/09/99   $         0   $         1,536    $         1,536             64      0.00007%
Charles H. Manekin                       02/09/99   $         0   $           672    $           672             28      0.00003%
Louis C. LaPenna                         02/09/99   $         0   $           432    $           432             18      0.00002%
Sandye Manekin Sirota                    02/09/99   $         0   $           912    $           912             38      0.00004%
Julie H. Wilensky                        04/23/99   $         0   $       (44,145)   $       (44,145)        (1,800)   -0.00200%
Constance J. Wilensky                    04/23/99   $         0   $       (44,145)   $       (44,145)        (1,800)   -0.00200%
William H. Winstead III                  04/30/99   $         0   $       888,379    $       888,379         37,016      0.04123%
Donald A. Manekin                        04/30/99   $         0   $     1,479,701    $     1,479,701         61,654      0.06867%
Bernard Manekin                          04/30/99   $         0   $     1,046,686    $     1,046,686         43,612      0.04858%
</TABLE>


                                      A-3


<PAGE>   112

<TABLE>
<CAPTION>
                                                                  AGREED VALUE OF                          COMMON
                                      CONTRIBUTION     CASH        CONTRIBUTED            TOTAL          PARTNERSHIP     PERCENTAGE
NAME OF PARTNER                           DATE     CONTRIBUTIONS     PROPERTY         CONTRIBUTIONS         UNITS         INTEREST
---------------                       ------------ -------------  ---------------    ---------------     -----------     ----------
<S>                                   <C>          <C>            <C>                <C>                 <C>             <C>
Harold Manekin                           04/30/99   $         0   $       966,601    $       966,601         40,275      0.04486%
Vivian Manekin                           04/30/99   $         0   $        55,873    $        55,873          2,328      0.00259%
Francine U. Manekin                      04/30/99   $         0   $        55,873    $        55,873          2,328      0.00259%
RA & DM, Inc.                            04/30/99   $         0   $        93,122    $        93,122          3,880      0.00432%
RA & FM, Inc.                            04/30/99   $         0   $       121,732    $       121,732          5,072      0.00565%
Richard M. Alter                         04/30/99   $         0   $     2,777,815    $     2,777,815        115,742      0.12891%
Robert Manekin                           04/30/99   $         0   $       569,904    $       569,904         23,746      0.02645%
Richard P. Manekin                       04/30/99   $         0   $       569,904    $       569,904         23,746      0.02645%
Charles H. Manekin                       04/30/99   $         0   $       246,772    $       246,772         10,282      0.01145%
Louis C. LaPenna                         04/30/99   $         0   $       159,238    $       159,238          6,635      0.00739%
Sandye Manekin Sirota                    04/30/99   $         0   $       343,618    $       343,618         14,317      0.01595%
Gamble                                   05/12/99   $         0   $   (10,125,213)   $   (10,125,213)      (482,153)   -0.53703%
Campanelli Investment Properties, LLC    05/21/99   $         0   $       450,811    $       450,811         18,638      0.02076%
CBDV Investors, L.L.C                    05/26/99   $         0   $     5,000,000    $     5,000,000        212,766      0.23698%
Gerald L. Daws                           06/04/99            --   $      (147,000)   $      (147,000)        (6,215)   -0.00692%
CBDV Investors, L.L.C                    07/30/99            --   $    (5,000,000)   $    (5,000,000)      (212,766)   -0.23698%
Tiger Lafayette, L.L.C                   07/30/99   $         0   $     3,255,596    $     3,255,596        138,536      0.15430%
Divco Western Commercial, L.L.C          07/30/99   $         0   $       872,202    $       872,202         37,115      0.04134%
ICCL East, L.L.C                         07/30/99   $         0   $       872,202    $       872,202         37,115      0.04134%
Lawrence J. Hayes                        08/03/99            --   $      (244,000)   $      (244,000)       (10,000)   -0.01114%
GP Met 4 & 12                            09/15/99            --   $      (840,000)   $      (840,000)       (40,000)   -0.04455%
Lincoln Property Company No. 238 Ltd.    09/30/99   $         0   $           282    $           282             12      0.00001%
Lincoln Property Company No. 287, Ltd    09/30/99   $         0   $        26,668    $        26,668          1,133      0.00126%
Lincoln Property Company No. 355, Ltd.   09/30/99   $         0   $        45,780    $        45,780          1,945      0.00217%
Lincoln Property Company No. 440, Ltd.   09/30/99   $         0   $        10,639    $        10,639            452      0.00050%
Lincoln Property Company No. 1179        09/30/99   $         0   $         2,354    $         2,354            100      0.00011%
Lincoln Property Company No. 238 Ltd.    09/30/99   $         0   $    (8,321,259)   $    (8,321,259)      (353,532)   -0.39377%
Lincoln Property Company No. 287, Ltd    09/30/99   $         0   $    (2,508,862)   $    (2,508,862)      (106,590)   -0.11872%
Lincoln Property Company No. 355, Ltd.   09/30/99   $         0   $      (765,722)   $      (765,722)       (32,532)   -0.03623%
Lincoln Property Company No. 440, Ltd.   09/30/99   $         0   $      (762,733)   $      (762,733)       (32,405)   -0.03609%
Lincoln Property Company No. 1179        09/30/99   $         0   $    (3,613,595)   $    (3,613,595)      (153,525)   -0.17100%
Mack Pogue                               09/30/99   $         0   $        98,834    $        98,834          4,199      0.00468%
Edgar M. Thrift, Jr                      09/30/99   $         0   $     2,006,831    $     2,006,831         85,261      0.09496%
Preston Butcher                          09/30/99   $         0   $     6,539,424    $     6,539,424        277,830      0.30945%
Gary J. Rossi                            09/30/99   $         0   $       112,933    $       112,933          4,798      0.00534%
Stuart L. Leeder                         09/30/99   $         0   $        46,698    $        46,698          1,984      0.00221%
Mack Pogue Inc.                          09/30/99   $         0   $     5,073,438    $     5,073,438        215,547      0.24008%
Edward D. O'Brien                        09/30/99   $         0   $       743,761    $       743,761         31,599      0.03520%
David Brent Pogue                        09/30/99   $         0   $     1,350,252    $     1,350,252         57,366      0.06389%
Lincoln Property Company No. 287, Ltd.   11/30/99   $         0   $      (278,763)   $      (278,763)       (11,843)   -0.01319%
Lincoln Property Company No. 355, Ltd.   11/30/99   $         0   $       (19,658)           (19,658)          (835)   -0.00093%
Lincoln Property Company No. 440, Ltd.   11/30/99   $         0   $       (15,546)   $       (15,546)          (661)   -0.00074%
Lincoln Property Company No. 1179        11/30/99   $         0   $      (271,989)   $      (271,989)       (11,556)   -0.01287%
Douglas D. Abbey                         01/07/00   $         0   $             0    $             0        312,071      0.34759%
Luis A. Belmonte (Trust)                 01/07/00   $         0   $             0    $             0         37,013      0.04123%
T. Robert Burke                          01/07/00   $         0   $             0    $             0        235,506      0.26231%
S. Davis Carniglia                       01/07/00   $         0   $             0    $             0         62,366      0.06946%
John H. Diserens                         01/07/00   $         0   $             0    $             0         78,988      0.08798%
Bruce H. Freedman                        01/07/00   $         0   $             0    $             0         25,868      0.02881%
Jean C. Hurley                           01/07/00   $         0   $             0    $             0         32,206      0.03587%
Barbara J. Linn                          01/07/00   $         0   $             0    $             0         56,028      0.06240%
Hamid R. Moghadam                        01/07/00   $         0   $             0    $             0        388,126      0.43230%
Craig A. Severance                       01/07/00   $         0   $             0    $             0         91,158      0.10153%
W. Blake Baird                           01/07/00   $         0   $             0    $             0         25,569      0.02848%
Steven J. Callaway                       01/07/00   $         0   $             0    $             0          5,114      0.00570%
Steve E. Campbell                        01/07/00   $         0   $             0    $             0          3,409      0.00380%
Michael A. Coke                          01/07/00   $         0   $             0    $             0          8,439      0.00940%
Martin J. Coyne                          01/07/00   $         0   $             0    $             0          3,409      0.00380%
David G. Doyno                           01/07/00   $         0   $             0    $             0          3,409      0.00380%
David S. Fries                           01/07/00   $         0   $             0    $             0         15,257      0.01699%
Kent D. Greenawalt                       01/07/00   $         0   $             0    $             0          5,114      0.00570%
Jane L. Harris                           01/07/00   $         0   $             0    $             0          6,818      0.00759%
</TABLE>


                                      A-4

<PAGE>   113
\
<TABLE>
<CAPTION>
                                                                  AGREED VALUE OF                          COMMON
                                      CONTRIBUTION     CASH        CONTRIBUTED            TOTAL          PARTNERSHIP     PERCENTAGE
NAME OF PARTNER                           DATE     CONTRIBUTIONS     PROPERTY         CONTRIBUTIONS         UNITS         INTEREST
---------------                       ------------ -------------  ---------------    ---------------     -----------     ----------
<S>                                   <C>          <C>            <C>                <C>                 <C>             <C>
Carlie P. Headapohl                      01/07/00   $         0   $             0    $             0          3,409      0.00380%
Tyler W. Higgins (Trust)                 01/07/00   $         0   $             0    $             0          6,818      0.00759%
Steven T. Kimball                        01/07/00   $         0   $             0    $             0          3,409      0.00380%
John T. Meyer                            01/07/00   $         0   $             0    $             0          5,114      0.00570%
John T. Roberts, Jr                      01/07/00   $         0   $             0    $             0          8,439      0.00940%
John L. Rossi                            01/07/00   $         0   $             0    $             0          3,409      0.00380%
Cynthia J. Sarver                        01/07/00   $         0   $             0    $             0          3,409      0.00380%
Christine G. Schadlich                   01/07/00   $         0   $             0    $             0          6,733      0.00750%
Andrew N. Singer                         01/07/00   $         0   $             0    $             0          5,114      0.00570%
Gayle P. Starr                           01/07/00   $         0   $             0    $             0          5,114      0.00570%
William Steinberg                        01/07/00   $         0   $             0    $             0          6,818      0.00759%
K.C. Swartzel                            01/07/00   $         0   $             0    $             0          6,818      0.00759%
Celia M. Tanaka                          01/07/00   $         0   $             0    $             0          3,409      0.00380%
Janice G. Thacher                        01/07/00   $         0   $             0    $             0          2,045      0.00228%
GP Met 4 +12                             07/06/00   $         0   $      (646,212)   $      (646,212)       (30,772)   -0.03427%
ICCL East, L.L.C                         07/06/00   $         0   $      (872,202)   $      (872,202)       (37,115)   -0.04134%
Tiger Lafayette, L.L.C                   07/06/00   $         0   $    (3,255,596)   $    (3,255,596)      (138,536)   -0.15430%
AFCO Cargo DFW Limited Partnership       11/07/00   $         0   $     1,046,849    $     1,046,849         44,523      0.04959%
WEST*PAC Limited Partnership             11/07/00   $         0   $       134,609    $       134,609          5,725      0.00638%
AFCO Cargo SEA
   Limited Partnership                   11/07/00   $         0   $     1,046,848    $     1,046,848         44,523      0.04959%
Campanelli Investment
   Properties, LLC                       11/09/00   $         0   $      (798,804)   $      (798,804)       (34,046)   -0.03792%
Thomas Ellis                             02/28/01   $         0   $       (36,750)   $       (36,750)        (1,554)   -0.00173%
Divco Western Commercial, L.L.C          03/07/01   $         0   $      (872,202)   $      (872,202)       (37,115)   -0.04134%
Allmerica                                03/23/01   $         0   $   (11,752,188)   $   (11,752,188)      (559,628)   -0.62332%
Campanelli Investment Properties, LLC    08/17/01            --   $    (1,597,608)   $    (1,597,608)       (68,092)   -0.07584%
Joseph Campanelli                        08/17/01   $         0   $       798,804    $       798,804         34,046      0.03792%
Nicholas Campanelli                      08/17/01   $         0   $       798,804    $       798,804         34,046      0.03792%
Joseph Campanelli                        08/17/01            --   $      (798,804)   $      (798,804)       (34,046)   -0.03792%
Nicholas Campanelli                      08/17/01            --   $      (798,804)   $      (798,804)       (34,046)   -0.03792%
Campanelli Investment
   Properties, LLC                       09/07/01   $         0   $    (8,494,501)   $    (8,494,501)      (362,046)   -0.40325%
Joseph Campanelli                        09/07/01   $         0   $     1,923,924    $     1,923,924         82,000      0.09133%
Nicholas Campanelli                      09/07/01   $         0   $     1,923,924    $     1,923,924         82,000      0.09133%
Alfred Campanelli
   Revocable Holding Trust               09/07/01   $         0   $     2,722,729    $     2,722,729        116,046      0.12925%
Trust B u/w Michael Campanelli           09/07/01   $         0   $     1,923,924    $     1,923,924         82,000      0.09133%
Joseph Campanelli                        09/07/01   $         0   $    (1,818,750)   $    (1,818,750)       (75,000)   -0.08354%
Nicholas Campanelli                      09/07/01   $         0   $    (1,818,750)   $    (1,818,750)       (75,000)   -0.08354%
Edward D. O'Brien                        09/18/01   $         0   $      (557,838)   $      (557,838)       (23,700)   -0.02640%
                                                    -----------   ---------------    ---------------    -----------    ---------
Total Limited Partners                              $         0   $    79,820,463    $    79,820,463      4,987,828      5.55549%
                                                    -----------   ---------------    ---------------    -----------    ---------
Total General Partner
    and Limited Partners                             22,318,712     1,801,892,942      1,824,211,654     89,781,913        100.0%
                                                    ===========   ===============    ===============    ===========    =========
</TABLE>


(a)     Excludes 229,411 of Sub OP and Long Gate LLC shares/units and preferred
        partnership units.

(b)     Includes 934 units reserved.

(c)     Includes 8,268 units reserved.


<TABLE>
<CAPTION>
<S>                                                                   <C>
Reconciliation:
Total Units per above                                                 89,781,913
Plus Sub OP & Long Gate LLC shares/units excluded (a)                    229,411
Total Shares & Units as of 09/20/01                                   90,011,324
</TABLE>



                                      A-5

<PAGE>   114

                                    EXHIBIT A

               PARTNERS, CONTRIBUTIONS, AND PARTNERSHIP INTERESTS

II.  SERIES A PREFERRED UNITS

<TABLE>
<CAPTION>
                                                                           Agreed
                                                                          Value of
                                         Contribution        Cash        Contributed       Total       Partnership   Percentage
Name of Partner                              Date        Contributions     Property    Contributions      Units       Interest
                                         ------------    -------------   -----------   -------------   -----------   -----------
<S>                                      <C>             <C>             <C>           <C>             <C>           <C>
GENERAL PARTNER:

AMB Property Corporation                   7/27/98        $96,100,000             $0    $96,100,000     4,000,000     100.00000%
                                                          -----------    -----------    -----------     ---------     ---------
   TOTAL SERIES A PREFERRED UNITS                         $96,100,000             $0    $96,100,000     4,000,000     100.00000%
                                                          ===========    ===========    ===========     =========     =========
</TABLE>


III.  SERIES B PREFERRED UNITS

<TABLE>
<CAPTION>
                                                                           Agreed
                                                                          Value of
                                         Contribution        Cash        Contributed       Total       Partnership   Percentage
Name of Partner                              Date        Contributions     Property    Contributions      Units       Interest
                                         ------------    -------------   -----------   -------------   -----------   -----------
<S>                                      <C>             <C>             <C>           <C>             <C>           <C>
LIMITED PARTNER:

Greene Street 1998 Exchange Fund, L.P.     11/12/98       $65,000,000             $0    $65,000,000     1,300,000     100.00000%
                                                          -----------    -----------    -----------     ---------     ---------

   TOTAL SERIES B PREFERRED UNITS                         $65,000,000             $0    $65,000,000     1,300,000     100.00000%
                                                          ===========    ===========    ===========     =========     =========
</TABLE>


IV.  SERIES J PREFERRED UNITS

<TABLE>
<CAPTION>
                                                                           Agreed
                                                                          Value of
                                         Contribution        Cash        Contributed       Total       Partnership   Percentage
Name of Partner                              Date        Contributions     Property    Contributions      Units       Interest
                                         ------------    -------------   -----------   -------------   -----------   -----------
<S>                                      <C>             <C>             <C>           <C>             <C>           <C>
LIMITED PARTNER:

GSEP 2001 Realty Corp.                      8/21/01       $40,000,000             $0    $40,000,000       800,000     100.00000%
                                                          -----------    -----------    -----------     ---------     ---------
   Total Series J Preferred Units                         $40,000,000             $0    $40,000,000       800,000     100.00000%
                                                          ===========    ===========    ===========     =========     =========
</TABLE>





                                      A-6
<PAGE>   115

                                    EXHIBIT B

                              NOTICE OF REDEMPTION

        The undersigned hereby [irrevocably] (i) exchanges ____________ Limited
Partnership Units in AMB Property, L.P. in accordance with the terms of the
Limited Partnership Agreement of AMB Property, L.P. dated as of
_________________, as amended, and the rights of Redemption referred to therein,
(ii) surrenders such Limited Partnership Units and all right, title and interest
therein and (iii) directs that the cash (or, if applicable, REIT Shares)
deliverable upon Redemption or exchange be delivered to the address specified
below, and if applicable, that such REIT Shares be registered or placed in the
name(s) and at the address(es) specified below.


Dated:
      ------------------------------
         Name of Limited Partner:

                                       -----------------------------------------
                                       (Signature of Limited Partner)

                                       -----------------------------------------
                                       (Street Address)

                                       -----------------------------------------
                                       (City) (State) (Zip Code)



                                       Signature Guaranteed by:


                                       -----------------------------------------


Issue REIT Shares in the name of:

Please insert social security or identifying number:

Address (if different than above):



                                      B-1
<PAGE>   116

                                    EXHIBIT C

                        CONSTRUCTIVE OWNERSHIP DEFINITION

                The term "Constructively Owns" means ownership determined
through the application of the constructive ownership rules of Section 318 of
the Code, as modified by Section 856(d)(5) of the Code. Generally, these rules
provide the following:

        a. an individual is considered as owning the Ownership Interest that is
owned, actually or constructively, by or for his spouse, his children, his
grandchildren, and his parents;

        b. an Ownership Interest that is owned, actually or constructively, by
or for a partnership, limited liability company or estate is considered as owned
proportionately by its partners, members or beneficiaries;

        c. an Ownership Interest that is owned, actually or constructively, by
or for a trust is considered as owned by its beneficiaries in proportion to the
actuarial interest of such beneficiaries (provided, however, that in the case of
a "grantor trust" the Ownership Interest will be considered as owned by the
grantors);

        d. if ten percent (10%) or more in value of the stock in a corporation
is owned, actually or constructively, by or for any person, such person shall be
considered as owning the Ownership Interest that is owned, actually or
constructively, by or for such corporation in that proportion which the value of
the stock which such person so owns bears to the value of all the stock in such
corporation;

        e. an Ownership Interest that is owned, actually or constructively, by
or for a partner or member which actually or constructively owns a 25% or
greater capital interest or profits interest in a partnership or limited
liability company, or by or for a beneficiary of an estate or trust, shall be
considered as owned by the partnership, limited liability company, estate, or
trust (or, in the case of a grantor trust, the grantors);

        f. if ten percent (10%) or more in value of the stock in a corporation
is owned, actually or constructively, by or for any person, such corporation
shall be considered as owning the Ownership Interest that is owned, actually or
constructively, by or for such person;

        g. if any person has an option to acquire an Ownership Interest
(including an option to acquire an option or any one of a series of such
options), such Ownership Interest shall be considered as owned by such person;

        h. an Ownership Interest that is constructively owned by a person by
reason of the application of the rules described in paragraphs (a) through (g)
above shall, for purposes of applying paragraphs (a) through (g), be considered
as actually owned by such person provided, however, that (i) an Ownership
Interest constructively owned by an individual by reason of paragraph (a) shall
not be considered as owned by him for purposes of again applying paragraph (a)
in order to make another the constructive owner of such Ownership Interest, (ii)
an Ownership Interest constructively owned by a partnership, estate, trust, or
corporation by reason of the application of paragraphs (e) or (f) shall not be
considered as owned by it for purposes of applying paragraphs (b), (c), or (d)
in order to make another the constructive owner of such Ownership Interest,
(iii) if an Ownership Interest may be considered as owned by an individual under
paragraphs (a) or (g), it shall be considered as owned by him under paragraph
(g) and (iv) for purposes of the above described rules, an S corporation shall
be treated as a partnership and any stockholder of the S corporation shall be
treated as a partner of such partnership except that this rule shall not apply
for purposes of determining whether stock in the S corporation is constructively
owned by any person.

        i. For purposes of the above summary of the constructive ownership
rules, the term "Ownership Interest" means the ownership of stock with respect
to a corporation and, with respect to any other type of entity, the ownership of
an interest in either its assets or net profits.



                                      C-1

<PAGE>   117

                                   EXHIBIT D-1

                      FORM OF PARTNERSHIP UNIT CERTIFICATE

                      CERTIFICATE FOR PARTNERSHIP UNITS OF

                               AMB PROPERTY, L.P.

No._______________                                            ____________ UNITS

        AMB Property Corporation as the General Partner of AMB Property, L.P., a
Delaware limited partnership (the "Operating Partnership"), hereby certifies
that ______ is a Limited Partner of the Operating Partnership whose Partnership
Interests therein, as set forth in the Agreement of Limited Partnership of AMB
Property, L.P., dated as of ______________, 200_ (as it may be amended, modified
or supplemented from time to time in accordance with its terms, (the
"Partnership Agreement"), under which the Operating Partnership is existing and
as filed in the office of the Delaware [State Department of Assessments and
Taxation] (copies of which are on file at the Operating Partnership's principal
offices at Pier 1, Bay 1, San Francisco, California, 94111, represent _______
units of limited partnership interest in the Operating Partnership (the
"Partnership Units").

        THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY
NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT (A COPY OF
WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED
IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE PARTNERSHIP UNITS REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF
THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF
COUNSEL FOR THE HOLDER OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE
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 IN EFFECT THEREUNDER.

DATED:_____________, 200_.

                                       AMB PROPERTY CORPORATION

                                       General Partner of
                                       AMB Property, L.P.

ATTEST:

By:                                    By:
  -----------------------------           --------------------------------------



                                      D-1

<PAGE>   118

                                   EXHIBIT D-2

                      FORM OF PARTNERSHIP UNIT CERTIFICATE

                      CERTIFICATE FOR PERFORMANCE UNITS OF

                               AMB PROPERTY, L.P.

No._______________                                            ____________ UNITS

        AMB Property Corporation as the General Partner of AMB Property, L.P., a
Delaware limited partnership (the "Operating Partnership"), hereby certifies
that     is a Limited Partner of the Operating Partnership whose Partnership
Interests therein, as set forth in the Agreement of Limited Partnership of AMB
Property, L.P., dated as of ______________, 200_ (as it may be amended, modified
or supplemented from time to time in accordance with its terms, (the
"Partnership Agreement"), under which the Operating Partnership is existing and
as filed in the office of the Delaware [State Department of Assessments and
Taxation] (copies of which are on file at the Operating Partnership's principal
offices at Pier 1, Bay 1, San Francisco, California 9411, represent
performance units (as defined in the Partnership Agreement) of limited
partnership interest in the Operating Partnership (the "Performance Units").

        THE PERFORMANCE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY
NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT (A COPY OF
WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED
IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE PERFORMANCE UNITS REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF
THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF
COUNSEL FOR THE HOLDER OF THE PERFORMANCE UNITS REPRESENTED BY THIS CERTIFICATE
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 IN EFFECT THEREUNDER.

DATED:_____________, 200_.

                                       AMB PROPERTY CORPORATION

                                       General Partner of
                                       AMB Property, L.P.

ATTEST:

By:                                    By:
  -----------------------------           --------------------------------------



                                      D-2

<PAGE>   119

                                    EXHIBIT E

                         SCHEDULE OF PARTNERS' OWNERSHIP

                             WITH RESPECT TO TENANTS

                None.




                                      E-1

<PAGE>   120

                                    EXHIBIT F

                             SCHEDULE OF REIT SHARES

            ACTUALLY OR CONSTRUCTIVELY OWNED BY 25% LIMITED PARTNERS

                OTHER THAN THOSE ACQUIRED PURSUANT TO AN EXCHANGE



                None.



                                      F-1

<PAGE>   121

                                    EXHIBIT G

                                PERFORMANCE UNITS

                The Performance Units issued by the Partnership pursuant to
Section 4.3.F. were issued to the following Persons in the following amounts on
January 7, 2000:

                1. The first 3,000,000 Performance Units were issued 90% to the
"Old PLPs" (as defined below) and 10% to the "New PLPs" (as defined below).

                2. Any Performance Units issued in excess of those set forth in
paragraph 1 above were issued 80% to the Old PLPs and 20% to the New PLPs.

                3. The Performance Units allocable to each group of PLPs
pursuant to paragraphs 1 and 2 above were allocated among the PLPs within such
group in accordance with each PLP's percentage interest as set forth in the
definitions below.

                4. The receipt of Performance Units by a PLP was not subject to
any vesting requirements.


                                   Definitions

"Old PLPs" means the Persons set forth on Schedule G-1 attached hereto, with the
percentage interest so indicated.

"New PLPs" means the Persons set forth on Schedule G-2 attached hereto, with the
percentage interest so indicated.



                                       G-1

<PAGE>   122

                                  Schedule G-1

                                    OLD PLPs

<TABLE>
<CAPTION>
Name of Old PLP                                                  Percentage
---------------                                                  ----------
<S>                                                              <C>
Douglas D. Abbey                                                  23.6537%
Luis A. Belmonte                                                   2.8055%
T. Robert Burke                                                   17.8504%
S. Davis Carniglia                                                 4.7271%
John H. Diserens                                                   5.9870%
Bruce H. Freedman                                                  1.9607%
Jean Collier Hurley                                                2.4411%
Barbara J. Linn                                                    4.2467%
Hamid R. Moghadam                                                 29.4184%
Craig A. Severance                                                 6.9094%
</TABLE>



                                      G-1

<PAGE>   123

                                  SCHEDULE G-2

                                    NEW PLPs

<TABLE>
<CAPTION>
Name of New PLP                                                  Percentage
---------------                                                  ----------
<S>                                                              <C>
W. Blake Baird                                                    17.4419%
Steven J. Callaway                                                 3.4884%
Steve E. Campbell                                                  2.3256%
Michael A. Coke                                                    5.7558%
Martin J. Coyne                                                    2.3256%
David G. Doyno                                                     2.3256%
David S. Fries                                                    10.4070%
Kent D. Greenawalt                                                 3.4884%
Jane L. Harris                                                     4.6512%
Carlie P. Headapohl                                                2.3256%
Tyler W. Higgins                                                   4.6512%
Steven T. Kimball                                                  2.3256%
John T. Meyer                                                      3.4884%
John T. Roberts, Jr.                                               5.7558%
John L. Rossi                                                      2.3256%
Cynthia J. Sarver                                                  2.3256%
Christine G. Schadlich                                             4.5930%
Andrew N. Singer                                                   3.4884%
Gayle P. Starr                                                     3.4884%
William Steinberg                                                  4.6512%
K.C. Swartzel                                                      4.6512%
Celia M. Tanaka                                                    2.3256%
Janice G. Thacher                                                  1.3953%
</TABLE>



                                      G-2

<PAGE>   124

                                    EXHIBIT H

                   SCHEDULE OF CERTAIN AGREEMENTS RELATING TO

                   PROPERTIES WITH RESTRICTIONS ON DISPOSITION

                            PURSUANT TO SECTION 7.3.F

1.      Joint Venture Interest Exchange /Contribution Agreement, dated November
        26, 1997, by and among AMB Property, L.P., David Brown, Daniel Sarhad
        and Craig Duncan.

2.      Joint Venture Interest Exchange/Contribution Agreement, dated November
        26, 1997, by and among AMB Property, L.P., GP Met Phase One 95, Ltd. and
        GP Met 4/12, Ltd.

3.      Agreement for Transfer of Realty and Assets, dated November 26, 1997, by
        and among AMB Property, L.P. and Holbrook W. Goodale, Charles R. Wichman
        and Frederick B. Wichman as Trustees for the Wichman Family Trusts.

4.      Contribution Agreement, dated November 26, 1997, between AMB Property,
        L.P. and Linder Skokie Real Estate Corporation. (Allmerica Portfolio)

5.      Agreement for Transfer of Realty and Assets, dated November 26, 1997, by
        and among AMB Property, L.P., Launce E. Gamble and George F. Gamble.

6.      Contribution Agreement, dated March 30, 1998, by and among AMB Property,
        L.P. and the other parties named therein. (Campanelli Portfolio)

7.      Contribution Agreement, dated March 31, 1998, by and among AMB Property,
        L.P., Steve Liefschultz, Stephen M. Vincent, Alan Wilensky and Craig
        Gagnon.

8.      Contribution Agreement, dated June 4, 1998 by and among AMB Property,
        L.P. and the other parties named therein. (Southfield Portfolio)

9.      Amended and Restated Contribution Agreement, dated as of August 6, 1998,
        by and among AMB Property, L.P., AMB Property Corporation and the other
        parties named therein. (Willow Park Portfolio)

10.     Portfolio Contribution Agreement, dated as of November 17, 1998, by and
        among AMB Property, L.P., AMB Property Corporation and the individuals
        named therein, as amended by the First Amendment, dated as of February
        1, 1999, and the Second Amendment, dated as of April 30, 1999. (Manekin
        Portfolio)

11.     Purchase and Sale Agreement, dated as of December 4, 1998, by and
        between AMB Property, L.P. and CBDV Investors, L.L.C. (WOCAC Portfolio)



                                      H-1

<PAGE>   125

                                    EXHIBIT I

                    SCHEDULE OF CERTAIN AGREEMENTS CONTAINING

                LIMITATIONS ON GENERAL PARTNERS GENERAL AUTHORITY



1.      Contribution Agreements, dated March 30, 1998, by and among AMB
        Property, L.P. and the other parties named therein. (Campanelli
        Portfolio)

2.      AMB Property, L.P., First Amendment to Amended and Restated Agreement of
        Limited Partnership, dated as of March 30, 1998.

3.      Contribution Agreement, dated March 31, 1998, by and among AMB Property,
        L.P. and Steve Liefschultz, Stephen M. Vincent, Alan Wilensky and Craig
        Gagnon.

4.      AMB Property, L.P., Second Amendment to Amended and Restated Agreement
        of Limited Partnership, dated as of March 31, 1998.

5.      Contribution Agreement, dated June 4, 1998 by and among AMB Property,
        L.P. and the other parties named therein. (Southfield Portfolio)

6.      AMB Property, L.P. Third Amendment to Amended and Restated Agreement of
        Limited Partnership, dated as of June 4, 1998.

7.      Contribution Agreement, dated May 21, 1998, by and among AMB Property,
        L.P. and the other parties named therein. (Alsip Industrial Portfolio)

8.      AMB Property, L.P. Fourth Amendment to Amended and Restated Agreement of
        Limited Partnership, dated as of June 30, 1998.

9.      Amended and Restated Contribution Agreement dated as of August 6, 1998,
        by and among AMB Property, L.P., AMB Property Corporation and the other
        parties named therein. (Willow Park Portfolio)

10.     AMB Property, L.P. First Amendment to Second Amended and Restated
        Agreement of Limited Partnership, dated as of September 24, 1998.

11.     Portfolio Contribution Agreement, dated as of November 17, 1998, by and
        among AMB Property, L.P., AMB Property Corporation and the individuals
        named therein, as amended by the First Amendment, dated as of February
        1, 1999, and the Second Amendment, dated as of April 30, 1999. (Manekin
        Portfolio)

12.     Purchase and Sale Agreement, dated as of December 4, 1998, by and
        between AMB Property, L.P. and CBDV Investors, L.L.C. (WOCAC Portfolio)



                                      I-1
<PAGE>   126

13.     AMB Property, L.P. Fourth Amendment to Third Amended and Restated
        Agreement of Limited Partnership, dated as of February 1, 1999.

14.     AMB Property, L.P. Fifth Amendment to Third Amended and Restated
        Agreement of Limited Partnership, dated as of April 30, 1999.

15.     AMB Property, L.P. Sixth Amendment to Third Amended and Restated
        Agreement of Limited Partnership, dated as of May 21, 1999.

16.     AMB Property, L.P. Ninth Amendment to Third Amended and Restated
        Agreement of Limited Partnership, dated as of September 30, 1999.

17.     AMB Property, L.P. Fourth Amended and Restated Agreement of Limited
        Partnership, dated as of August 10, 2000.

18.     AMB Property, L.P. First Amendment to Fourth Amended and Restated
        Agreement of Limited Partnership dated as of November 7, 2000.



                                      I-2
<PAGE>   127

                                    EXHIBIT J

         RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT

        (a) Definitions. for the purposes of this Exhibit J, the following terms
shall have the following meanings:

                "Charitable Beneficiary" shall mean one or more beneficiaries of
        a Trust, as determined pursuant to subsection (c)(vi), each of which
        shall be an organization described in Sections 170(b)(1)(A), 170(c)(2)
        and 501(c)(3) of the Code.

                "Code" shall mean the Internal Revenue Code of 1986, as amended.

                "Constructive Ownership" shall mean ownership of Partnership
        Units by a Person who is or would be treated as an owner of such
        Partnership Units either actually or constructively through the
        application of Section 318 of the Code, as modified by Section 856(d)(5)
        of the Code. The terms "Constructive Owner," "Constructively Owns" and
        "Constructively Owned" shall have the correlative meanings.

                "Exempted Person" shall mean any Person exempted from time to
        time by the General Partner in its sole and absolute discretion.

                "Market Price" shall mean the market price of the Partnership
        Units on the relevant date as determined in good faith by the General
        Partner; provided, however, if the General Partner has outstanding
        shares of capital stock which correspond to such Partnership Units, the
        Market Price of each such Partnership Unit shall be equal to the Value
        of a share of such capital stock, subject to adjustment if the right to
        exchange such Partnership Units for such stock is other than one-to-one.

                "Ownership Limit" shall mean 24.9% of the capital or profits
        interests of the Partnership.

                "Person" shall mean an individual, corporation, partnership,
        limited liability company, estate, trust (including a trust qualified
        under Section 401(a) or 501(c)(17) of the Code), a portion of a trust
        permanently set aside for or to be used exclusively for the purposes
        described in Section 642(c) of the Code, association, private foundation
        within the meaning of Section 509(a) of the Code, joint stock company or
        other entity.

                "Purported Beneficial Transferee" shall mean, with respect to
        any purported Transfer (or other event) which results in a transfer to a
        Trust, as provided in subsection (b)(ii), the Purported Record
        Transferee, unless the Purported Record Transferee would have acquired
        or owned Partnership Units for another Person who is the beneficial
        transferee or owner of such Partnership Units, in which case the
        Purported Beneficial Transferee shall be such Person.



                                      J-1
<PAGE>   128

                "Purported Record Transferee" shall mean, with respect to any
        purported Transfer (or other event) which results in a transfer to a
        Trust, as provided in subsection (b)(ii), the holder of the Partnership
        Units as set forth or to be set forth in Exhibit A to the Partnership
        Agreement, and any Assignee of such Partnership Units, if such Transfer
        or ownership had been valid under subsection (b)(i).

                "Restriction Termination Date" shall mean the first day after
        the date hereof on which the General Partner determines, in its sole and
        absolute discretion, that compliance with subsection (b)(i) is no longer
        necessary or advisable.

                "Transfer" shall mean any sale, transfer, gift, assignment,
        devise or other disposition of Partnership Units, (including (i) the
        granting of any option or entering into any agreement for the sale,
        transfer or other disposition of Partnership Units or (ii) the sale,
        transfer, assignment or other disposition of any securities (or rights
        convertible into or exchangeable for Partnership Units), whether
        voluntary or involuntary, whether such transfer has occurred of record
        or beneficially or Constructively (including but not limited to
        transfers of interests in other entities which results in changes in
        Constructive Ownership of Partnership Units), and whether such transfer
        has occurred by operation of law or otherwise.

                "Trust" shall mean each of the trusts provided for in subsection
        (c).

                "Trustee" shall mean any Person unaffiliated with the
        Partnership, or a Purported Beneficial Transferee, or a Purported Record
        Transferee, that is appointed by the Partnership to serve as trustee of
        a Trust.

Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Fourth Amended and Restated Agreement of Limited Partnership of
AMB Property, L.P. (the "Partnership Agreement), as such agreement may be
amended from time to time. All references to "Section" refer to the Partnership
Agreement.

        (b) Restriction on Ownership and Transfers.

                (i) Prior to the Restriction Termination Date, no Person, other
than an Exempted Person, shall at any time Constructively Own Partnership Units
in excess of the Ownership Limit if the representations contained in Section
3.4.D are not at such time true and correct.

                (ii) If, prior to the Restriction Termination Date, any Transfer
or other event occurs that, if effective, would result in any Person
Constructively Owning Partnership Units in violation of subsection (b)(i), (1)
then that number of Partnership Units that otherwise would cause such Person to
violate subsection (b)(i) (rounded up to the nearest whole Partnership Unit)
shall be automatically transferred (provided such Transfer is not in violation
of the restrictions on transfer set forth in the Partnership Agreement, except
to the extent the General Partner waives such restrictions) to a Trust for the
benefit of a Charitable Beneficiary, as described in subsection (c),



                                      J-2
<PAGE>   129

effective as of the close of business on the business day prior to the date of
such Transfer or other event, and such Purported Beneficial Transferee shall
thereafter have no rights in such Partnership Units or (2) if, for any reason,
the transfer to the Trust described in clause (1) of this sentence is not
automatically effective as provided therein to prevent any Person from
Constructively Owning Partnership Units in violation of subsection (b)(i), then
the Transfer of that number of Partnership Units that otherwise would cause any
Person to violate subsection (b)(i) shall be void ab initio, and the Purported
Beneficial Transferee shall have no rights in such Partnership Units.

        (c) Transfers of Partnership Units in Trust.

                (i) Upon any purported Transfer or other event described in
subsection (b)(ii), such Partnership Units shall be deemed to have been
transferred to the Trustee in his capacity as trustee of a Trust for the
exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the
Trustee shall be deemed to be effective as of the close of business on the
business day prior to the purported Transfer or other event that results in a
transfer to the Trust pursuant to subsection (b)(ii). The Trustee shall be
appointed by the Partnership and shall be a Person unaffiliated with the
Partnership, any Purported Beneficial Transferee, or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Partnership
as provided in subsection (c)(vi).

                (ii) Partnership Units held by the Trustee shall be issued and
outstanding Partnership Units of the Partnership. The Purported Beneficial
Transferee or Purported Record Transferee shall have no rights in the
Partnership Units held by the Trustee. The Purported Beneficial Transferee or
Purported Record Transferee shall not benefit economically from ownership of any
Partnership Units held in trust by the Trustee, shall have no rights to
distributions or allocations with respect to Partnership Units held in the Trust
and shall not possess any rights to vote or other rights attributable to the
Partnership Units held in the Trust.

                (iii) The Trustee shall have all voting rights and rights to
distributions and allocations with respect to Partnership Units held in the
Trust, which rights shall be exercised for the exclusive benefit of the
Charitable Beneficiary. Any distribution paid prior to the discovery by the
Partnership that Partnership Units have been transferred to the Trustee shall be
paid to the Trustee upon demand, and any distribution with respect to such
Partnership Units shall be paid when due to the Trustee. Any distributions so
paid over to the Trustee shall be held in trust for the Charitable Beneficiary.

                The Purported Record Transferee and Purported Beneficial
Transferee shall have no voting rights with respect to the Partnership Units
held in the Trust and, subject to Delaware law, effective as of the date the
Partnership Units has been transferred to the Trustee, the Trustee shall have
the authority (at the Trustee's sole discretion) (i) to rescind as void any vote
cast by a Purported Record Transferee with respect to such Partnership Units
prior to the discovery by the Partnership that the Partnership Units has been
transferred to the Trustee and (ii) to recast such vote in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary;
provided, however, that if the Partnership has already taken irreversible
action, then the Trustee shall not have the authority to rescind and recast such
vote. Notwithstanding any other provision of this Exhibit J to the contrary,
until the Partnership has received notification that the Partnership Units have
been transferred into a Trust, the Partnership shall be entitled to rely on its
Partnership



                                      J-3
<PAGE>   130

Unit transfer and other unitholder records for purposes of preparing Exhibit A
to the Partnership Agreement, lists of unitholders entitled to vote at meetings,
and otherwise conducting votes of Partners.

                (iv) Within 20 days of receiving notice from the Partnership
that Partnership Units have been transferred to the Trust, the Trustee of the
Trust shall, in accordance with the terms of (and subject to the limitations
contained in) the Partnership Agreement, sell the Partnership Units held in the
Trust to a Person, designated by the Trustee, whose ownership of the Partnership
Units will not violate the ownership limitations set forth in subsection (b)(i).
Upon such sale, the interest of the Charitable Beneficiary in the Partnership
Units sold shall terminate and the Trustee shall distribute the net proceeds of
the sale to the Purported Record Transferee and to the Charitable Beneficiary as
provided in this subsection (c)(iv). The Purported Record Transferee shall
receive the lesser of (1) the price paid by the Purported Record Transferee for
the Partnership Units in the transaction that resulted in such transfer to the
Trust (or, if the event which resulted in the transfer to the Trust did not
involve a purchase of such Partnership Units at Market Price, the Market Price
of such Partnership Units on the day of the event which resulted in the transfer
of such Partnership Units to the Trust) and (2) the price per Partnership Unit
received by the Trustee (net of any commissions and other expenses of sale) from
the sale or other disposition of the Partnership Units held in the Trust. Any
net sales proceeds in excess of the amount payable to the Purported Record
Transferee shall be immediately paid to the Charitable Beneficiary together with
any distributions thereon. If, prior to the discovery by the Partnership that
Partnership Units have been transferred to the Trustee, such Partnership Units
are sold by a Purported Record Transferee then (i) such Partnership Units shall
be deemed to have been sold on behalf of the Trust and (ii) to the extent that
the Purported Record Transferee received an amount for such Partnership Units
that exceeds the amount that such Purported Record Transferee was entitled to
receive pursuant to this subsection (c)(iv), such excess shall be paid to the
Trustee upon demand. The expenses described in item (2) above shall include any
expenses of administering the Trust, any transfer of Partnership Units thereto
or disposition of Partnership Units thereby, which shall be allocated equitably
among the Partnership Units which are transferred to the Trust.

                (v) Partnership Units transferred to the Trustee shall be deemed
to have been offered for sale to the Partnership, or its designee, at a price
per Partnership Unit equal to the lesser of (i) the price paid by the Purported
Record Transferee for the Partnership Units in the transaction that resulted in
such transfer to the Trust (or, if the event which resulted in the transfer to
the Trust did not involve a purchase of such Partnership Units at Market Price,
the Market Price of such Partnership Units on the day of the event which
resulted in the transfer of such Partnership Units to the Trust) and (ii) the
Market Price on the date the Partnership, or its designee, accepts such offer.
The Partnership shall have the right to accept such offer until the Trustee has
sold the Partnership Units held in the Trust pursuant to subsection (c)(iv).
Upon such a sale to the Partnership, the interest of the Charitable Beneficiary
in the Partnership Units sold shall terminate and the Trustee shall distribute
the net proceeds of the sale to the Purported Record Transferee and any
distributions held by the Trustee with respect to such Partnership Units shall
thereupon be paid to the Charitable Beneficiary.

                (vi) By written notice to the Trustee, the Partnership shall
designate one or more nonprofit organizations to be the Charitable Beneficiary
of the interest in the Trust such that the



                                      J-4
<PAGE>   131

Partnership Units held in the Trust would not violate the restrictions set forth
in subsection (b)(i) in the hands of such Charitable Beneficiary.

        (d) Remedies For Breach. If the General Partner shall at any time
determine in good faith that a Transfer or other event has taken place in
violation of subsection (b) or that a Person intends to acquire, has attempted
to acquire or may acquire beneficial ownership (determined without reference to
any rules of attribution) or Constructive Ownership of any Partnership Units of
the Partnership in violation of subsection (b), the General Partner shall take
such action as it deems advisable to refuse to give effect or to prevent such
Transfer, including, but not limited to, causing the Partnership to redeem
Partnership Units, refusing to give effect to such Transfer on the books of the
Partnership or instituting proceedings to enjoin such Transfer; provided,
however, that any Transfers (or, in the case of events other than a Transfer,
ownership or Constructive Ownership) in violation of subsection (b)(i), shall
automatically result in the transfer to a Trust as described in subsection
(b)(ii).

        (e) Notice of Restricted Transfer. Any Person who acquires or attempts
to acquire or own Partnership Units in violation of subsection (b), or any
Person who is a Purported Beneficial Transferee such that an automatic transfer
to a Trust results under subsection (b)(ii), shall immediately give written
notice to the Partnership of such event and shall provide to the Partnership
such other information as the Partnership may request in order to determine the
effect, if any, of such Transfer or attempted Transfer on such Person's
compliance with subsection (b)(i).

        (f) Owners Required To Provide Information. Prior to the Restriction
Termination Date each Person who is a beneficial owner or Constructive Owner of
Partnership Units and each Person who is holding Partnership Units for a
beneficial owner or Constructive Owner shall provide to the Partnership such
information that the Partnership may request, in good faith, in order to
determine the Partnership's status as a partnership (as opposed to a
corporation) or the General Partner's status as a REIT for federal income tax
purposes.

        (g) Remedies Not Limited. Nothing contained in this Exhibit J shall
limit the authority of the General Partner to take such other action as it deems
necessary or advisable to protect the Partnership and the interests of its
Partners by preservation of the Partnership's status as a partnership (as
opposed to a corporation) or the General Partner's status as a REIT for federal
income tax purposes.

        (h) Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this Exhibit J, including any definition contained in
subsection (a), the General Partner shall have the power to determine the
application of the provisions of this Exhibit J with respect to any situation
based on the facts known to it. In the event that a provision of this Exhibit J
requires an action by the General Partner and Exhibit J fails to provide
specific guidance with respect to such action, the General Partner shall have
the power to determine the action to be taken so long as such action is not
contrary to the provisions of Exhibit J. Absent a decision to the contrary by
the General Partner (which the General Partner may make in its sole and absolute
discretion), if a Person would have (but for the remedies set forth in
subsection (b)) acquired Constructive Ownership of Partnership Units in
violation of subsection (b)(i), such remedies (as applicable) shall apply first
to the Partnership Units which, but for such remedies, would have been actually
owned



                                      J-5
<PAGE>   132

by such Person, and second to Partnership Units which, but for such remedies,
would have been Constructively Owned (but not actually owned) by such Person,
pro rata among the Persons who actually own such Partnership Units based upon
the relative number of the Partnership Units held by each such Person.




                                      J-6