<PAGE>   1
                                                                   EXHIBIT 10.20



                              AMENDED AND RESTATED


                        AGREEMENT OF LIMITED PARTNERSHIP


                                       OF


                           EXCEL REALTY PARTNERS, L.P.



                         a Delaware limited partnership



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



            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
            OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
           TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP
            AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, IN
           FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE
          EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION
          MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER
                 APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.



                            dated as of June 25, 1997



<PAGE>   2



                                       TABLE OF CONTENTS
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ARTICLE 1      DEFINED TERMS...............................................................  1

ARTICLE 2      ORGANIZATIONAL MATTERS...................................................... 15
               Section 2.1 Organization.................................................... 15
               Section 2.2 Name............................................................ 15
               Section 2.3 Registered Office and Agent; Principal Office................... 15
               Section 2.4 Power of Attorney............................................... 15
               Section 2.5 Term............................................................ 16

ARTICLE 3      PURPOSE..................................................................... 16
               Section 3.1 Purpose and Business............................................ 16
               Section 3.2 Powers.......................................................... 17
               Section 3.3 Partnership Only for Purposes Specified......................... 17
               Section 3.4 Representations and Warranties by the Limited Partners.......... 17

ARTICLE 4      CAPITAL CONTRIBUTIONS....................................................... 19
               Section 4.1 Capital Contributions of the Initial Partners................... 19
               Section 4.2 Additional Limited Partners..................................... 19
               Section 4.3 Loans by Third Parties.......................................... 19
               Section 4.4 Additional Funding and Capital Contributions.................... 19
                            A.  General.................................................... 19
                            B.  Notice of Additional Funds Requirement..................... 19
                            C.  General Partner Loans...................................... 20
                            D.  Additional General Partner Contributions;
                                Additional Limited Partners................................ 20
                            E.  Timing of Additional Capital Contributions................. 20
               Section 4.5  No Interest; No Return......................................... 20

ARTICLE 5      DISTRIBUTIONS............................................................... 20
               Section 5.1  Requirement and Characterization of Distributions.............. 20
               Section 5.2  Distributions in Kind.......................................... 21
               Section 5.3  Amounts Withheld............................................... 21
               Section 5.4  Distributions Upon Liquidation................................. 21
               Section 5.5  Restricted Distributions....................................... 21

ARTICLE 6      ALLOCATIONS................................................................. 22
               Section 6.1  Timing and Amount of Allocations of Net Income and Net Loss.... 22
               Section 6.2  General Allocations............................................ 22
                            A.  Net Income................................................. 22
                            B.  Net Loss................................................... 22
               Section 6.3  Additional Allocation Provisions............................... 23
                            A.  Special Allocations........................................ 23
                            B.  Regulatory Allocations..................................... 23
                               (a)  Minimum Gain Chargeback................................ 23
                               (b)  Partner Minimum Gain Chargeback........................ 23
                               (c)  Nonrecourse Deductions and Partner Nonrecourse
                                    Deductions............................................. 24
                               (d)  Qualified Income Offset................................ 24
                               (e)  Gross Income Allocation................................ 24
                               (f)  Limitation on Allocation of Net Loss................... 24
                               (g)  Section 754 Adjustment................................. 24
                               (h)  Curative Allocations................................... 24
                            C.  Allocation of Excess Nonrecourse Liabilities............... 25
               Section 6.4  Tax Allocations................................................ 25
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                            A.  In General................................................. 25
                            B.  Allocations Respecting Section 704(c) Revaluations......... 25
               Section 6.5  Other Provisions............................................... 25
                            A.  Other Allocations Upon Change in Law....................... 25
                            B.  Consistent Tax Reporting................................... 25

ARTICLE 7      MANAGEMENT AND OPERATIONS OF BUSINESS....................................... 25
               Section 7.1  Management..................................................... 25
               Section 7.2  Certificate of Limited Partnership............................. 28
               Section 7.3  Restrictions on General Partner's Authority.................... 28
               Section 7.4  Reimbursement of the General Partner........................... 30
               Section 7.5  Other Business of General Partner.............................. 31
               Section 7.6  Contracts with Affiliates...................................... 31
               Section 7.7  Indemnification................................................ 31
               Section 7.8  Liability of the General Partner............................... 33
               Section 7.9  Other Matters Concerning the General Partner................... 34
               Section 7.10 Title to Partnership Assets.................................... 34
               Section 7.11 Reliance by Third Parties...................................... 34

ARTICLE 8      RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.................................. 35
               Section 8.1  Limitation of Liability........................................ 35
               Section 8.2  Management of Business......................................... 35
               Section 8.3  Outside Activities of Limited Partners......................... 35
               Section 8.4  Return of Capital.............................................. 36
               Section 8.5  Rights of Limited Partners Relating to the Partnership......... 36
               Section 8.6  Redemption Rights of Qualifying Parties........................ 36
               Section 8.7  Partnership Right to Call Limited Partner Interests............ 39
               Section 8.8  Other Redemptions.............................................. 39

ARTICLE 9      BOOKS, RECORDS, ACCOUNTING AND REPORTS...................................... 40
               Section 9.1  Records and Accounting......................................... 40
               Section 9.2  Fiscal Year.................................................... 40
               Section 9.3  Reports........................................................ 40

ARTICLE 10     TAX MATTERS................................................................. 40
               Section 10.1 Preparation of Tax Returns..................................... 40
               Section 10.2 Tax Elections.................................................. 41
               Section 10.3 Tax Matters Partner............................................ 41
               Section 10.4 Withholding.................................................... 42

ARTICLE 11     TRANSFERS AND WITHDRAWALS................................................... 43
               Section 11.1 Transfer....................................................... 43
               Section 11.2 Transfer of General Partner's Partnership Interest............. 43
               Section 11.3 Limited Partners' Rights to Transfer........................... 43
                            A.  General.................................................... 43
                               (1)  General Partner Right of First Refusal................. 44
                               (2)  Qualified Transferee................................... 44
                               (3)  Minimum Transfer Restriction........................... 44
                               (4)  Transferee Agreement to Effect a Redemption............ 44
                               (5)  Exception for Permitted Transfers...................... 44
                            B.  Incapacity................................................. 44
                            C.  Opinion of Counsel......................................... 45
                            D.  Adverse Tax Consequences................................... 45
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               Section 11.4 Substituted Limited Partners................................... 45
               Section 11.5 Assignees...................................................... 46
               Section 11.6 General Provisions............................................. 46

ARTICLE 12     ADMISSION OF PARTNERS....................................................... 47
               Section 12.1 Admission of Successor General Partner......................... 47
               Section 12.2 Admission of Additional Limited Partners....................... 48
               Section 12.3 Amendment of Agreement and Certificate of Limited Partnership.. 48
               Section 12.4 Limit on Number of Partners.................................... 48

ARTICLE 13     DISSOLUTION, LIQUIDATION AND TERMINATION.................................... 49
               Section 13.1 Dissolution.................................................... 49
               Section 13.2 Winding Up..................................................... 49
               Section 13.3 Deemed Distribution and Recontribution......................... 50
               Section 13.4 Rights of Limited Partners..................................... 51
               Section 13.5 Notice of Dissolution.......................................... 51
               Section 13.6 Cancellation of Certificate of Limited Partnership............. 51
               Section 13.7 Reasonable Time for Winding-Up................................. 51

ARTICLE 14     PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS....... 51
               Section 14.1 Procedures for Actions and Consents of Partners................ 51
               Section 14.2 Amendments..................................................... 51
               Section 14.3 Meetings of the Partners....................................... 52

ARTICLE 15     GENERAL PROVISIONS.......................................................... 52
               Section 15.1 Addresses and Notice........................................... 52
               Section 15.2 Titles and Captions............................................ 52
               Section 15.3 Pronouns and Plurals........................................... 53
               Section 15.4 Further Action................................................. 53
               Section 15.5 Binding Effect................................................. 53
               Section 15.6 Waiver......................................................... 53
               Section 15.7 Counterparts................................................... 53
               Section 15.8 Applicable Law................................................. 53
               Section 15.9 Entire Agreement............................................... 54
               Section 15.10 Invalidity of Provisions...................................... 54
               Section 15.11 Limitation to Preserve REIT Status............................ 54
               Section 15.12 No Partition.................................................. 54
               Section 15.13 No Third-Party Rights Created Hereby.......................... 55

EXHIBIT A      PARTNERS AND ADDRESSES...................................................... 56

EXHIBIT B      EXAMPLES REGARDING ADJUSTMENT FACTOR........................................ 62

EXHIBIT C      NOTICE OF REDEMPTION........................................................ 63

EXHIBIT D      FORM OF PARTNER SCHEDULE.................................................... 65

EXHIBIT E      FORM OF PARTNERSHIP UNIT CERTIFICATE........................................ 73
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                                       iii


<PAGE>   5



                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                           EXCEL REALTY PARTNERS, L.P.


         THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCEL
REALTY PARTNERS, L.P., dated as of June 25, 1997, is entered into by and among
Excel Realty Trust, Inc., a Maryland corporation, as the General Partner, and
the Persons whose names are set forth on Exhibit A as attached hereto, as the
Limited Partners, together with any other Persons who become Partners in the
Partnership as provided herein.

        WHEREAS, the parties hereto as of the date hereof are parties to that
certain Agreement of Limited Partnership of Excel Realty Partners, L.P., dated
as of April 24, 1995, as amended by that certain First Amendment to the
Agreement of Limited Partnership of Excel Realty Partners, L.P., dated as of
December 31, 1995 (the "PARTNERSHIP AGREEMENT"); and

        WHEREAS, the parties now wish to amend and restate the Partnership
Agreement.

        NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereby agree as follows:

                                    ARTICLE 1
                                  DEFINED TERMS

        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.

        "ACTIONS" has the meaning set forth in Section 7.7 hereof.

        "ADDITIONAL FUNDS" has the meaning set forth in Section 4.4.A hereof.

        "ADDITIONAL LIMITED PARTNER" means a Person admitted to the Partnership
as a Limited Partner pursuant to Section 4.2 or Section 4.4.D and Section 12.2
hereof and who is shown as such on the books and records of the Partnership.

        "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:

               (a) decrease such deficit by any amounts that such Partner is
        obligated to restore pursuant to this Agreement or by operation of law
        upon liquidation of such Partner's Partnership Interest or is deemed to
        be obligated to restore pursuant to the penultimate sentence of each of
        Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

               (b) 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 FACTOR" means 1.0; provided, however, that in the event
that:



<PAGE>   6

                (a) the General Partner (i) declares or pays a dividend on its
        outstanding REIT Shares in REIT Shares or makes a distribution to all
        holders of its outstanding REIT Shares in REIT Shares, (ii) splits or
        subdivides its outstanding REIT Shares or (iii) effects a reverse stock
        split or otherwise combines its outstanding REIT Shares into a smaller
        number of REIT Shares, the Adjustment Factor shall be adjusted by
        multiplying the Adjustment Factor previously in effect by a fraction,
        (1) the numerator of which shall be the number of REIT Shares issued and
        outstanding on the record date for such dividend, distribution, split,
        subdivision, reverse split or combination (assuming for such purposes
        that such dividend, distribution, split, subdivision, reverse split or
        combination has occurred as of such time) and (2) the denominator of
        which shall be the actual number of REIT Shares (determined without the
        above assumption) issued and outstanding on the record date for such
        dividend, distribution, split, subdivision, reverse split or
        combination;

                (b) in the event that the General Partner distributes any
        rights, options or warrants to all holders of its REIT Shares to
        subscribe for or to purchase or to otherwise acquire REIT Shares (or
        other securities or rights convertible into, exchangeable for or
        exercisable for REIT Shares) at a price per share less than the Value of
        a REIT Share on the record date for such distribution (each a
        "DISTRIBUTED RIGHT"), then the Adjustment Factor shall be adjusted by
        multiplying the Adjustment Factor previously in effect by a fraction,
        (i) the numerator of which shall be the number of REIT Shares issued and
        outstanding on the record date plus the maximum number of REIT Shares
        purchasable under such Distributed Rights and (ii) the denominator of
        which shall be the number of REIT Shares issued and outstanding on the
        record date plus a fraction, (1) the numerator of which is the maximum
        number of REIT Shares purchasable under such Distributed Rights times
        the minimum purchase price per REIT Share under such Distributed Rights
        and (2) the denominator of which is the Value of a REIT Share as of the
        record date; provided, however, that, if any such Distributed Rights
        expire or become no longer exercisable, then the Adjustment Factor shall
        be adjusted, effective retroactive to the date of distribution of the
        Distributed Rights, to reflect a reduced maximum number of REIT Shares
        or any change in the minimum purchase price for the purposes of the
        above fractions; and

                (c) in the event that the General Partner shall, by dividend or
        otherwise, distribute to all holders of its REIT Shares evidences of its
        indebtedness or assets (including securities, but excluding any dividend
        or distribution referred to in subsection (a) above), which evidences of
        indebtedness or assets relate to assets not received by the General
        Partner pursuant to a pro rata distribution by the Partnership, then the
        Adjustment Factor shall be adjusted to equal the amount determined by
        multiplying the Adjustment Factor in effect immediately prior to the
        close of business on the date fixed for determination of shareholders
        entitled to receive such distribution by a fraction, (i) the numerator
        shall be such Value of a REIT Share on the date fixed for such
        determination and (ii) the denominator shall be the Value of a REIT
        Share on the dated fixed for such determination less the then fair
        market value (as reasonably determined by the General Partner) of the
        portion of the evidences of indebtedness or assets so distributed
        applicable to one REIT Share.

Any adjustments to the Adjustment Factor shall become effective immediately
after the effective date of such event, retroactive to the record date, if any,
for such event; provided, however, that any Limited Partner may waive, by
written notice to the General Partner, the effect of any adjustment to the
Adjustment Factor applicable to the Partnership Units held by such Limited
Partner, and, thereafter, such adjustment will not be effective as to such
Partnership Units. For illustrative purposes, examples of adjustments to the
Adjustment Factor are set forth on Exhibit B attached hereto.

        "AFFILIATE" means, with respect to any Person, any Person directly or
indirectly controlling or controlled by or under common control with such
Person. For the purposes of this definition, "control" when used with respect to
any Person means the possession, directly or indirectly, of the power to direct
or cause the direction of



                                       2

<PAGE>   7

the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

        "AGREEMENT" means this Amended and Restated Agreement of Limited
Partnership of Excel Realty Partners, L.P., as it may be amended, supplemented
or restated from time to time.

        "APPLICABLE PERCENTAGE" has the meaning set forth in Section 8.6.B
hereof.

        "APPRAISAL" means, with respect to any assets, the written 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 property or
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 hereof.

        "AVAILABLE CASH" means, with respect to any period for which such
calculation is being made,

               (a)  the sum, without duplication, of:

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

                        (2) Depreciation and all other noncash charges to the
                extent deducted in determining Net Income or Net Loss for such
                period,

                        (3) the amount of any reduction in reserves of the
                Partnership referred to in clause (b)(6) below (including,
                without limitation, reductions resulting because the General
                Partner determines such amounts are no longer necessary),

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

                        (5) all other cash received (including amounts
                previously accrued as Net Income and amounts of deferred income)
                or any net amounts borrowed by the Partnership for such period
                that was not included in determining Net Income or Net Loss for
                such period;

               (b)  less the sum, without duplication, of:

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

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

                        (3) investments in any entity (including loans made
                thereto) to the extent that such investments are not otherwise
                described in clause (b)(1) or clause (b)(2) above,



                                       3

<PAGE>   8

                      (4) all other expenditures and payments not deducted in
               determining Net Income or Net Loss for such period (including
               amounts paid in respect of expenses previously accrued),

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

                      (6) the amount of any increase in reserves (including,
               without limitation, working capital reserves) established during
               such period that the General Partner determines are necessary or
               appropriate in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include (i) any cash
received or reductions in reserves, or take into account any disbursements made,
or reserves established, after dissolution and the commencement of the
liquidation and winding up of the Partnership or (ii) any Capital Contributions,
whenever received.

        "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in San Diego, California, Los Angeles, California or New
York, New York are authorized or required by law to close.

        "CAPITAL ACCOUNT" means, with respect to any Partner, the Capital
Account maintained by the General Partner for such Partner on the Partnership's
books and records in accordance with the following provisions:

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

               (b) 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 that are specially allocated pursuant to
        Section 6.3 hereof, and the principal amount of any liabilities of such
        Partner assumed by the Partnership or that are secured by any property
        contributed by such Partner to the Partnership.

               (c) 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 that it
        relates to the Transferred interest.

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

               (e) The 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. If the General Partner shall determine
        that it is prudent to modify the manner in which the Capital Accounts
        are maintained in order to comply with such Regulations, the General
        Partner may make such modification provided that such modification will
        not have a material effect on the amounts distributable to any Partner
        without such Partner's Consent. The General Partner also shall (i) 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 (ii) make any



                                       4

<PAGE>   9

        appropriate modifications in the event that unanticipated events might
        otherwise cause this Agreement not to comply with Regulations Section
        1.704-1(b) or Section 1.704-2.

        "CAPITAL CONTRIBUTION" means, with respect to any Partner, the amount of
money and the initial Gross Asset Value of any Contributed Property that such
Partner contributes to the Partnership pursuant to Section 4.1, Section 4.2 or
Section 4.4 hereof.

        "CAPITAL TRANSACTION" means any Partnership transaction, not in the
ordinary course of the Partnership's business, involving a sale, exchange,
disposition, financing or refinancing of any Property.

        "CASH AMOUNT" means an amount of cash equal to the product of (a) the
Value of a REIT Share and (b) the REIT Shares Amount determined as of the
applicable Valuation Date.

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

        "CHARTER" means the Articles of Incorporation of the General Partner
filed with the Maryland State Department of Assessments and Taxation on May 13,
1993, as amended, supplemented or restated from time to time.

        "CODE" means the Internal Revenue Code of 1986, as amended and in effect
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.

        "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, which Consent shall be obtained prior to the
taking of any action for which it is required by this Agreement and, except as
otherwise provided in this Agreement, may be given or withheld by a Majority in
Interest of the Limited Partners, in their reasonable discretion.

        "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 deemed contributed to the Partnership on
termination and reconstitution thereof pursuant to Code Section 708).

        "CONTROLLED ENTITY" means, as to any Limited Partner, (a) any
corporation more than fifty percent (50%) of the outstanding voting stock of
which is owned by such Limited Partner or such Limited Partner's Family Members,
(b) any trust, whether or not revocable, of which such Limited Partner or such
Limited Partner's Family Members are the sole beneficiaries, (c) any partnership
of which such Limited Partner is the managing partner and in which such Limited
Partner or such Limited Partner's Family Members hold partnership interests
representing at least twenty-five percent (25%) of such partnership's capital
and profits and (d) any limited liability company of which such Limited Partner
is the manager and in which such Limited Partner or such Limited Partner's
Family Members hold membership interests representing at least twenty-five
percent (25%) of such limited liability company's capital and profits.

        "CONTROLLING PERSON" means any Person, whatever his or her title, who
performs executive or senior management functions for the General Partner or its
Affiliates similar to those of directors, executive management and senior
management, or any Person who either holds a two percent (2%) or more equity
interest in the General Partner or its Affiliates, or has the power to direct or
cause the direction of the General Partner or its Affiliates, whether through
the ownership of voting securities, by contract or otherwise, or, in the absence
of a specific role or title, any Person having the power to direct or cause the
direction of the management-level employees and



                                       5

<PAGE>   10

policies of the General Partner or its Affiliates. It is not intended that every
Person who carries a title such as vice president, senior vice president,
secretary or treasurer be included in the definition of "Controlling Person."

        "CUT-OFF DATE" means the twentieth (20th) calendar day (or, if such day
is not a Business Day, then the next following Business Day) after the General
Partner's receipt of a Notice of Redemption.

        "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
that, in accordance with generally accepted accounting principles, should be
capitalized.

        "DECLINATION" has the meaning set forth in Section 8.6.D hereof.

        "DEPRECIATION" means, for each Fiscal Year or other applicable period,
an amount equal to the federal income tax 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
period, Depreciation shall be in an amount that 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 or
period is zero, Depreciation shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected by the General
Partner.

        "DESIGNATED PARTIES" means the Persons designated as such on the Partner
Schedules then in effect.

        "DISTRIBUTED RIGHT" has the meaning set forth in the definition of
"Adjustment Factor."

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

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

        "FAMILY MEMBERS" means, as to a Person that is an individual, (a) such
Person's spouse, (b) such Person's ancestors, (c) such Person's descendants
(whether by blood or by adoption), (d) such Person's brothers and sisters, (e)
inter vivos or testamentary trusts of which only such Person and/or his spouse,
ancestors, descendants (whether by blood or by adoption), brothers and/or
sisters are beneficiaries and (f) any partnership or limited liability company
all of whose partners or members consist of such Person and/or his spouse,
ancestors, descendants (whether by blood or by adoption), brothers and/or
sisters and/or inter vivos or testamentary trusts of which only such Person
and/or his spouse, ancestors, descendants (whether by blood or by adoption),
brothers and/or sisters are beneficiaries..

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

        "FUNDING DEBT" means any Debt incurred by or on behalf of the General
Partner for the purpose of providing funds to the Partnership.

        "FUNDING NOTICE" has the meaning set forth in Section 4.4.B hereof.



                                       6

<PAGE>   11

        "GENERAL PARTNER" means Excel Realty Trust, Inc., a Maryland
corporation, and its successors and assigns, as the general partner of the
Partnership in their capacities as general partner of the Partnership.

        "GENERAL PARTNER INTEREST" means the Partnership Interest held by the
General Partner, which Partnership Interest is an interest as a general partner
under the Act. A General Partner Interest may be expressed as a number of
Partnership Units.

        "GENERAL PARTNER LOAN" has the meaning set forth in Section 4.4.C
hereof.

        "GROSS ASSET VALUE" means, with respect to any asset, the asset's
adjusted basis for federal income tax purposes, except as follows:

               (a) The initial Gross Asset Value of any asset contributed by a
        Limited Partner to the Partnership shall be set forth on the Partner
        Schedule with respect to such Limited Partner.

               (b) The Gross Asset Values of all Partnership assets immediately
        prior to the occurrence of any event described in clause (1), clause
        (2), clause (3), clause (4) or clause (5) hereof 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, as of the following times:

                        (1) the acquisition of an additional interest in the
                Partnership (other than in connection with the execution of this
                Agreement but including, without limitation, acquisitions
                pursuant to Section 4.4 hereof or contributions or deemed
                contributions by the General Partner pursuant to Section 4.4
                hereof) 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;

                        (2) 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;

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

                        (4) upon the admission of a successor General Partner
                pursuant to Section 12.1 hereof; and

                        (5) 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.

               (c) 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, such gross fair market value shall be determined by
        Appraisal.

               (d) 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



                                       7

<PAGE>   12

        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 subsection (d) to
        the extent that the General Partner reasonably determines that an
        adjustment pursuant to subsection (b) above is necessary or appropriate
        in connection with a transaction that would otherwise result in an
        adjustment pursuant to this subsection (d).

               (e) If the Gross Asset Value of a Partnership asset has been
        determined or adjusted pursuant to subsection (a), subsection (b) or
        subsection (d) above, 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 (a) a Partner or (b) an Assignee, owning a
Partnership Unit, that is treated as a member of the Partnership for federal
income tax purposes.

        "INCAPACITY" or "INCAPACITATED" means, (i) as to any Partner who is an
individual, death, total physical disability or entry by a court of competent
jurisdiction adjudicating such Partner incompetent to manage his or her person
or his or her estate; (ii) as to any Partner that is a corporation or limited
liability company, the filing of a certificate of dissolution, or its
equivalent, for the corporation or limited liability company or the revocation
of its charter; (iii) as to any Partner that is a partnership, the dissolution
and commencement of winding up of the partnership; (iv) as to any Partner that
is an estate, the distribution by the fiduciary of the estate's entire interest
in the Partnership; (v) as to any trustee of a trust that 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 of or against such Partner 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 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)
above is not vacated within ninety (90) days after the expiration of any such
stay.

        "INDEMNITEE" means (i) any Person made a party to a proceeding by reason
of its status as (A) the General Partner or (B) a director of the General
Partner or an officer or employee 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 (whether
before or after the event giving rise to potential liability), in its sole and
absolute discretion.

        "INTEREST" means interest, original issue discount and other similar
payments or amounts paid by the Partnership for the use or forbearance of money.

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

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



                                       8

<PAGE>   13

        "LIMITED PARTNER INTEREST" means a Partnership Interest of a Limited
Partner in the Partnership 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 Partner Interest may be expressed as
a number of Partnership Units.

        "LIQUIDATING EVENT" has the meaning set forth in Section 13.1 hereof.

        "LIQUIDATOR" has the meaning set forth in Section 13.2.A hereof.

        "MAJORITY IN INTEREST OF THE LIMITED PARTNERS" means those Limited
Partners (other than any Limited Partner fifty percent (50%) or more of whose
equity is owned, directly or indirectly, by the General Partner) holding in the
aggregate more than fifty percent (50%) of the aggregate Partnership Units of
all Limited Partners (other than any Limited Partner fifty percent (50%) or more
of whose equity is owned, directly or indirectly, by the General Partner).

        "MAJORITY OF REMAINING PARTNERS" means Partners other than the General
Partner owning (a) a majority of the income interests in the Partnership held by
all Partners other than the General Partner, determined and allocated based on
any reasonable estimate of income from the relevant date to the projected
termination of the Partnership and taking into account present and future
allocations of income under the Agreement as it is in effect on the relevant
date, and (b) a majority of all capital interests in the Partnership, determined
as of the relevant date under the Agreement, owned by all of the Partners other
than the General Partner.

        "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 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:

               (a) 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 (or subtracted from, as the case may be) such taxable
        income (or loss);

               (b) Any expenditure of the Partnership described in Code Section
        705(a)(2)(B) or treated as a Code Section 705(a)(2)(B) expenditure
        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
        (or added to, as the case may be) such taxable income (or loss);

               (c) In the event that the Gross Asset Value of any Partnership
        asset is adjusted pursuant to subsection (b) or subsection (c) 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;

               (d) 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;

               (e) In lieu of the depreciation, amortization and other cost
        recovery deductions that would otherwise be taken into account in
        computing such taxable income or loss, there shall be taken into account
        Depreciation for such Fiscal Year;



                                       9

<PAGE>   14

               (f) To the extent that 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

               (g) Notwithstanding any other provision of this definition of
        "Net Income" or "Net Loss," any item that is specially allocated
        pursuant to Section 6.3.B hereof 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.B hereof shall be determined by
        applying rules analogous to those set forth in this definition of "Net
        Income" or "Net Loss."

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

        "NONRECOURSE LIABILITY" has 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 C attached to this Agreement.

        "ORIGINAL LIMITED PARTNERS" means the Persons executing a Partner
Schedule together with the General Partner and being admitted to the Partnership
either as an initial Limited Partner or as an Additional Limited Partner;
provided, however, that "Original Limited Partners" does not include any
Assignee or other transferee, including, without limitation, any Substituted
Limited Partner succeeding to all or any part of the Partnership Interest of any
such Person. The initial Original Limited Partners are listed on Exhibit A
attached hereto.

        "OWNERSHIP LIMIT" means the applicable restriction on ownership of
shares of the General Partner imposed under the Charter.

        "PARTNER" means the 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" has the meaning set forth in Regulations
Section 1.704-2(b)(4).

        "PARTNER NONRECOURSE DEDUCTIONS" has 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 Fiscal Year shall be
determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

        "PARTNER SCHEDULE" means a schedule, substantially in the form attached
hereto as Exhibit D and executed by the General Partner and a Limited Partner
(including any Original Limited Partner and any Substituted Limited Partner),
that shall set forth, with respect to a Limited Partner to which Partnership
Units are issued pursuant to this Agreement, (a) the Gross Asset Values, as
determined by the General Partner and agreed to by the contributing Limited
Partner, for any Contributed Properties contributed by such contributing Limited
Partner, (b) the initial Partnership Units issued to such Limited Partner, (c)
the Preferred Return Per Unit, (d) the Specific Adjustment Factor and (e) any
Specific Adjustment Limitations.



                                       10

<PAGE>   15

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

        "PARTNERSHIP AGREEMENT" has the meaning set forth in the recitals to
this Agreement.

        "PARTNERSHIP INTEREST" means an ownership interest in the Partnership
representing a Capital Contribution by either a Limited Partner or the General
Partner and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of
this Agreement. A Partnership Interest may be expressed as a number of
Partnership Units.

        "PARTNERSHIP MINIMUM GAIN" has 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 Fiscal 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 pursuant to Section 5.1
hereof, which record date shall generally be the same as the record date
established by the General Partner for a distribution to its shareholders of
some or all of its portion of such distribution.

        "PARTNERSHIP UNIT" means a fractional share of the Partnership Interests
of all Partners issued pursuant to Section 4.1, Section 4.2 or Section 4.4
hereof; provided, however, that the General Partner Interest and the Limited
Partner Interests shall have the differences in rights and privileges as
specified in this Agreement. The ownership of Partnership Units may (but need
not, in the sole and absolute discretion of the General Partner) be evidenced by
the form of certificate for Partnership Units attached hereto as Exhibit E.

        "PERMITTED TRANSFER" has the meaning set forth in Section 11.3.A hereof.

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

        "PLEDGE" has the meaning set forth in Section 11.3.A hereof.

        "PREFERRED RETURN PER UNIT" means

                (a) as to a Limited Partner or its Assignee (including, without
        limitation, the General Partner following the acquisition of Tendered
        Units pursuant to Section 8.6 hereof), the amount specified, as an
        amount distributable quarterly (or upon such other frequency as may be
        provided in the relevant Partner Schedule) from Available Cash as
        provided in Section 5.1 hereof, as such on the Partner Schedule with
        respect to such Limited Partner; or

                (b) in the case of additional Partnership Units issued to the
        General Partner in exchange for additional Capital Contributions as
        provided in Section 4.4.D, an amount, distributable quarterly from
        Available Cash as provided in Section 5.1 hereof, equal to the then
        current dividend yield on a REIT Share.

The Preferred Return Per Unit need not be the same amount for each Partnership
Limited Partner or Assignee or with respect to each Partnership Unit and, being
determined with regard to the Partnership's income, shall not constitute a
"guaranteed payment" under Code Section 707(c).

        "PRIMARY LIMITED PARTNER" means the Limited Partner holding the greatest
number of Partnership Units; provided, however, that, if two (2) or more Limited
Partners each hold the greatest number of Partnership Units, "PRIMARY LIMITED
PARTNER" means all such Limited Partners, acting by majority Consent.



                                       11

<PAGE>   16

        "PROPERTIES" means any assets and property of the Partnership such as,
but not limited to, interests in real property and personal property, including,
without limitation, fee interests, interests in ground leases, interests in
limited liability companies, joint ventures or partnerships, interests in
mortgages, and Debt instruments as the Partnership may hold from time to time.

        "QUALIFIED TRANSFEREE" means an "accredited investor" as defined in Rule
501 promulgated under the Securities Act.

        "QUALIFYING PARTY" means (a) an Original Limited Partner, (b) an
Additional Limited Partner (unless otherwise provided in the applicable Partner
Schedule), (c) a Designated Party that is either a Substituted Limited Partner
or an Assignee, (d) a Family Member, or a lending institution as the pledgee of
a Pledge, who is the transferee in a Permitted Transfer or (e) with respect to
any Notice of Redemption delivered to the General Partner within the time period
set forth in Section 11.3.A(4) hereof, a Substituted Limited Partner succeeding
to all or part of the Limited Partner Interest of (i) an Original Limited
Partner, (ii) an Additional Limited Partner (unless such Additional Limited
Partner was not a Qualifying Party), (iii) a Designated Party that is either a
Substituted Limited Partner or an Assignee or (iv) a Family Member, or a lending
institution as the pledgee of a Pledge, who is the transferee in a Permitted
Transfer.

        "REDEMPTION" has the meaning set forth in Section 8.6.A hereof.

        "REGULATIONS" means the applicable income tax regulations under the
Code, whether such regulations are in proposed, temporary or final form, as such
regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).

        "REGULATORY ALLOCATIONS" has the meaning set forth in Section 6.3.B(h)
hereof.

        "REIT" means a real estate investment trust qualifying under Code
Section 856.

        "REIT PARTNER" means a Partner or Assignee that is, or has made an
election to qualify as, a REIT.

        "REIT PAYMENT" has the meaning set forth in Section 15.11 hereof.

        "REIT REQUIREMENTS" has the meaning set forth in Section 5.1 hereof.

        "REIT SHARE" means a share of the General Partner's Common Stock, par
value $.01 per share.

        "REIT SHARES AMOUNT" means a number of REIT Shares equal to the product
of (a) the number of Tendered Units, (b) the Adjustment Factor and (c) the
applicable Specific Adjustment Factor, taking into account any applicable
Specific Adjustment Limitations; provided, however, that, in the event that the
General Partner issues to all holders of REIT Shares as of a certain record date
rights, options, warrants or convertible or exchangeable securities entitling
the General Partner's shareholders to subscribe for or purchase REIT Shares, or
any other securities or property (collectively, the "RIGHTS"), with the record
date for such Rights issuance falling within the period starting on the date of
the Notice of Redemption and ending on the day immediately preceding the
Specified Redemption Date, which Rights will not be distributed before the
relevant Specified Redemption Date, then the REIT Shares Amount shall also
include such Rights that a holder of that number of REIT Shares would be
entitled to receive, expressed, where relevant hereunder, in a number of REIT
Shares determined by the General Partner in good faith.

        "RELATED PARTY" means, with respect to any Person, any other Person
whose ownership of shares of the General Partner's capital stock would be
attributed to the first such Person under Code Section 544 (as modified by Code
Section 856(h)(1)(B)).



                                       12

<PAGE>   17

        "RELATED PERSON" means with respect to a Partner or a Holder, a Person
bearing a relationship to such Partner or Holder, or a Person to whom such
Partner or Holder bears a relationship, specified in Regulations Section
1.752-4(b).

        "RIGHTS" has the meaning set forth in the definition of "REIT Shares
Amount."

        "SEC" means the Securities and Exchange Commission.

        "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

        "SINGLE FUNDING NOTICE" has the meaning set forth in Section 8.6.D(3)
hereof.

        "SPECIFIC ADJUSTMENT FACTOR" means, as to a Limited Partner or its
Assignee, the amount specified as such on the Partner Schedule with respect to
such Limited Partner; provided, however, that, if no such amount is specified on
such Partner Schedule, the Specific Adjustment Factor shall be 1.0. The Specific
Adjustment Factor need not be the same for each Limited Partner and Assignee.

        "SPECIFIC ADJUSTMENT LIMITATIONS" means, as to a Limited Partner or its
Assignee, the limitations and restrictions, if any, specified as such on the
Partner Schedule with respect to such Limited Partner. The Specific Adjustment
Limitations need not be the same for each Limited Partner and Assignee.

        "SPECIFIED REDEMPTION DATE" means the thirtieth (30th) calendar day (or,
if such day is not a Business Day, the next following Business Day) after the
receipt by the General Partner of a Notice of Redemption; provided, however,
that no Specified Redemption Date shall occur during the first Twelve-Month
Period; provided, further, that the Specified Redemption Date, as well as the
closing of a Redemption, or an acquisition of Tendered Units by the General
Partner pursuant to Section 8.6.B hereof, on any Specified Redemption Date, may
be deferred, in the General Partner's sole and absolute discretion, for such
time (but in any event not more than one hundred fifty (150) days in the
aggregate) as may reasonably be required to effect, as applicable, (i) necessary
funding arrangements, (ii) compliance with the Securities Act or other law
(including, but not limited to, (a) state "blue sky" or other securities laws
and (b) the expiration or termination of the applicable waiting period, if any,
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and
(iii) satisfaction or waiver of other commercially reasonable and customary
closing conditions and requirements for a transaction of such nature.

        "SUBSIDIARY" means, with respect to any Person, any corporation 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; provided, however, that, with respect to the
Partnership, "Subsidiary" means solely a partnership or limited liability
company (taxed, for federal income tax purposes, as a partnership and not as an
association or publicly traded partnership taxable as a corporation) of which
the Partnership is a member unless the General Partner has received an
unqualified opinion from independent counsel of recognized standing, or a ruling
from the IRS, that the ownership of shares of stock of a corporation or other
entity will not jeopardize the General Partner's status as a REIT, in which
event the term "Subsidiary" shall include the corporation or other entity which
is the subject of such opinion or ruling.

        "SUBSTITUTED LIMITED PARTNER" means an Assignee who is admitted as a
Limited Partner to the Partnership pursuant to Section 11.4 hereof. The term
"Substituted Limited Partner" shall not include any Additional Limited Partner.

        "TAX ITEMS" has the meaning set forth in Section 6.4.A hereof.

        "TENDERED UNITS" has the meaning set forth in Section 8.6.A hereof.

        "TENDERING PARTY" has the meaning set forth in Section 8.6.A hereof.



                                       13

<PAGE>   18

        "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.

        "TRANSFER," when used with respect to a Partnership Unit or all or any
portion of a Partnership Interest, means any sale, assignment, bequest,
conveyance, devise, gift (outright or in trust), Pledge, encumbrance,
hypothecation, mortgage, exchange, transfer or other disposition or act of
alienation, whether voluntary or involuntary or by operation of law; provided,
however, that, when the term is used in Article 11 hereof, Transfer does not
include (a) any Redemption of Partnership Units by the Partnership, or
acquisition of Tendered Units from the Limited Partners by the General Partner,
pursuant to Section 8.6 hereof or (b) any redemption of Partnership Units
pursuant to Section 8.7 or Section 8.8 hereof. The terms "Transferred" and
"Transferring" have correlative meanings.

        "TWELVE-MONTH PERIOD" means a twelve-month period (or, as to a
particular Qualifying Party, such shorter period as the General Partner may, in
its sole and absolute discretion, agree to in the relevant Partner Schedule)
ending on the day before the first (1st) anniversary of either (i) the admission
of such Qualifying Party as a Limited Partner in the Partnership or (ii) the
Transfer of Partnership Units to such Qualifying Party, or on the day before a
subsequent anniversary thereof (or, in the case of a period shorter than twelve
(12) months, such other period as may be provided in the relevant Partner
Schedule).

        "UNITHOLDER" means the General Partner or a Holder of Partnership Units.

        "VALUATION DATE" means (a) in the case of a tender of Partnership Units
for Redemption, the date of receipt by the General Partner of a Notice of
Redemption or, if such date is not a Business Day, the immediately preceding
Business Day or (b) in any other case, the date specified in this Agreement.

        "VALUE" means, on any Valuation Date with respect to a REIT Share, the
average of the daily market prices for twenty (20) consecutive trading days
immediately preceding the Valuation Date. The market price for any such trading
day shall be:

               (1) if the REIT Shares are listed or admitted to trading on any
        securities exchange or The Nasdaq Stock Market's National Market System,
        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, in either case as reported in the principal consolidated
        transaction reporting system,

               (2) if the REIT Shares are not listed or admitted to trading on
        any securities exchange or The Nasdaq Stock Market's National Market
        System, 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

               (3) if the REIT Shares are not listed or admitted to trading on
        any securities exchange or The Nasdaq Stock Market's National Market
        System 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, however, that, if there are no bid and asked prices reported during
the ten (10) days prior to the date in question, the Value of the REIT 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 that the REIT Shares Amount includes Rights
that a holder of REIT Shares would be entitled to receive, then the Value



                                       14

<PAGE>   19

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.

                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

        SECTION 2.1 ORGANIZATION

        The Partnership is a limited partnership organized pursuant to the
provisions of the Act and upon the terms and subject to the conditions set forth
in this Agreement. Except as expressly provided herein to the contrary, 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 Excel Realty Partners, 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 Partners of such change in the next regular communication to the Partners.

        SECTION 2.3  REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE

        The address of the registered office of the Partnership in the State of
Delaware is located at 32 Loockerman Square, Suite L-100, Dover, Delaware 19901,
and the registered agent for service of process on the Partnership in the State
of Delaware at such registered office is The Prentice-Hall Corporation System,
Inc. The principal office of the Partnership is located at 16955 Via Del Campo,
Suite 110, San Diego, California 92127, 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.

        SECTION 2.4 POWER OF ATTORNEY

        A. Each Limited Partner and each Assignee hereby irrevocably 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:

               (1) execute, swear to, seal, 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, supplements 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 to the extent provided by
        applicable law) 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 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 the 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
        conveyances and other instruments or documents that the General Partner
        or the Liquidator



                                       15

<PAGE>   20

        deems appropriate or necessary to reflect the distribution or exchange
        of assets of the Partnership pursuant to the terms of this Agreement;
        (e) all instruments relating to the admission, withdrawal, removal or
        substitution of any Partner pursuant to, or other events described in,
        Article 11, Article 12 or Article 13 hereof or the Capital Contribution
        of any Partner; and (f) all certificates, documents and other
        instruments relating to the determination of the rights, preferences and
        privileges relating to Partnership Interests; and

               (2) 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, to make, evidence, give, confirm or ratify any vote,
        consent, approval, agreement or other action that is made or given by
        the Partners hereunder or is consistent with the terms of this Agreement
        or appropriate or necessary, in the sole and absolute discretion of the
        General Partner, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner
to amend this Agreement except in accordance with Article 14 hereof 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 special power coupled with an interest, in recognition of the fact that
each of the Limited Partners and Assignees will be relying upon the power of the
General Partner 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 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 or Partnership Interest 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, acting in good faith pursuant to
such power of attorney; and each such Limited Partner or Assignee hereby waives
any and all defenses that may be available to contest, negate or disaffirm the
action of the General Partner, taken in good faith under such power of attorney.
Each Limited Partner or Assignee shall execute and deliver to the General
Partner or the Liquidator, within fifteen (15) days after receipt of the General
Partner's or the 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 April 24, 1995, the date that
the original Certificate was filed in the office of the Secretary of State of
Delaware in accordance with the Act, and shall continue until December 31, 2093
unless the Partnership is dissolved sooner pursuant to the provisions of Article
13 hereof or as otherwise provided by law.

                                    ARTICLE 3
                                     PURPOSE

        SECTION 3.1 PURPOSE AND BUSINESS

        The purpose and nature of the Partnership is to conduct any business,
enterprise or activity permitted by or under the Act, including, but not limited
to, (i) to conduct the business of ownership, construction, development and
operation of shopping centers or other real estate rental properties, (ii) to
enter into any partnership, joint venture, business trust arrangement, limited
liability company or other similar arrangement to engage in any business
permitted by or under the Act, or to own interests in any entity engaged in any
business permitted by or under the Act, and (iii) to do anything necessary or
incidental to the foregoing; provided, however, such business and arrangements
and interests may be limited to and conducted in such a manner as to permit the
General Partner, in its sole and absolute discretion, at all times to be
classified as a REIT.



                                       16

<PAGE>   21

        SECTION 3.2 POWERS

        A. The Partnership shall be 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.

        B. Notwithstanding any other provision in this Agreement, the General
Partner may cause the Partnership not to take, or to refrain from taking, any
action that, 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) could subject the General Partner to any
additional taxes under Code Section 857 or Code Section 4981 or (iii) could
violate any law or regulation of any governmental body or agency having
jurisdiction over the General Partner, its securities or the Partnership, unless
such action (or inaction) under clause (i), clause (ii) or clause (iii) above
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 limited partnership only for the purposes
specified in Section 3.1 hereof, and this Agreement shall not be deemed to
create a company, venture or partnership between or 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 hereof. 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 LIMITED PARTNERS

        A. Each Limited Partner that is an individual (including, without
limitation, each Additional Limited Partner or Substituted Limited Partner as a
condition to becoming an Additional Limited Partner or a Substituted Limited
Partner) represents and warrants to the Partnership, the General Partner and
each other Limited Partner that (i) the consummation of the transactions
contemplated by this Agreement to be performed by such Limited Partner will not
result in a breach or violation of, or a default under, any material agreement
by which such Limited Partner or any of such Limited Partner's property is
bound, or any statute, regulation, order or other law to which such Limited
Partner is subject, (ii) such Limited Partner is neither a "foreign person"
within the meaning of Code Section 1445(f) nor a "foreign partner" within the
meaning of Code Section 1446(e), (iii) such Limited Partner does not own,
directly or indirectly or by attribution under Code Section 318 (as modified by
Code Section 856(d)(5)), (a) nine and eight-tenths percent (9.8%) or more of the
total combined voting power of all classes of stock entitled to vote, or nine
and eight-tenths percent (9.8%) or more of the total number of shares of all
classes of stock, of the General Partner or of any corporation that is a tenant
of either (I) the General Partner, (II) the Partnership or (III) any
partnership, venture or limited liability company of which the General Partner
or the Partnership is a member or (b) an interest of nine and eight-tenths
percent (9.8%) or more in the assets or net profits of any tenant of either (I)
the General Partner, (II) the Partnership or (III) any partnership, venture or
limited liability company of which the General Partner or the Partnership is a
member, (iv) such Limited Partner does not own, directly or indirectly or by
attribution under Code Section 544 (as modified by Code Section 856(h)) stock of
the General Partner (except as set forth in a Partner Schedule), and (v) this
Agreement is binding upon, and enforceable against, such Limited Partner in
accordance with its terms.

        B. Each Limited Partner that is not an individual (including, without
limitation, each Additional Limited Partner or Substituted Limited Partner as a
condition to becoming an Additional Limited Partner or a Substituted Limited
Partner) represents and warrants to the Partnership, the General Partner and
each other Limited Partner that (i) all transactions contemplated by this
Agreement to be performed by it have been duly authorized by all



                                       17

<PAGE>   22

necessary action, including, without limitation, that of its general partner(s),
committee(s), trustee(s), beneficiaries, directors and/or shareholder(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 partnership or
operating agreement, trust agreement, charter or bylaws, as the case may be, any
material agreement by which such Limited Partner or any of such Limited
Partner's properties or any of its partners, members, beneficiaries, trustees or
shareholders, as the case may be, is or are bound, or any statute, regulation,
order or other law to which such Limited Partner or any of its partners,
members, trustees, beneficiaries or shareholders, as the case may be, is or are
subject, (iii) such Limited Partner is neither a "foreign person" within the
meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of
Code Section 1446(e), (iv) such Limited Partner does not own, directly or
indirectly or by attribution under Code Section 318 (as modified by Code Section
856(d)(5)), (a) nine and eight-tenths percent (9.8%) or more of the total
combined voting power of all classes of stock entitled to vote, or nine and
eight-tenths percent (9.8%) or more of the total number of shares of all classes
of stock, of the General Partner or of any corporation that is a tenant of
either (I) the General Partner, (II) the Partnership or (III) any partnership,
venture or limited liability company of which the General Partner or the
Partnership is a member or (b) an interest of nine and eight-tenths percent
(9.8%) or more in the assets or net profits of any tenant of either (I) the
General Partner, (II) the Partnership or (III) any partnership, venture or
limited liability company of which the General Partner or the Partnership is a
member, (v) such Limited Partner does not own, directly or indirectly or by
attribution under Code Section 544 (as modified by Code Section 856(h)) stock of
the General Partner (except as set forth in a Partner Schedule), and (vi) this
Agreement is binding upon, and enforceable against, such Limited Partner in
accordance with its terms.

        C. Each Limited Partner (including, without limitation, each Substituted
Limited Partner as a condition to becoming a Substituted Limited 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 Limited 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
that it has invested in the Partnership in what it understands to be a highly
speculative and illiquid investment.

        D. The representations and warranties contained in Sections 3.4.A, 3.4.B
and 3.4.C hereof shall survive the execution and delivery of this Agreement by
each Limited Partner (and, in the case of an Additional Limited Partner or a
Substituted Limited Partner, the admission of such Additional Limited Partner or
Substituted Limited Partner as a Limited Partner in the Partnership) and the
dissolution, liquidation and termination of the Partnership. The General Partner
may, in its sole and absolute discretion on behalf of the Partnership and its
Partners, grant waivers and exceptions to the representations and warranties
contained in Sections 3.4.A, 3.4.B and 3.4.C hereof, but any such waiver or
exception must be in writing, must refer to this Section 3.4.D and must describe
with particularity the representation or warranty as to which such waiver or
exception shall apply.

        E. Each Limited Partner (including, without limitation, each Substituted
Limited Partner as a condition to becoming a Substituted Limited Partner) hereby
represents that it has consulted and been advised by its legal counsel and tax
advisor in connection with, and acknowledges that no representations as to
potential profit, tax consequences of any sort (including, without limitation,
the tax consequences resulting from making a Capital Contribution, being
admitted to the Partnership or being allocated Tax Items), 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, that may have been in any manner submitted to such Limited
Partner shall not constitute any representation or warranty of any kind or
nature, express or implied.



                                       18

<PAGE>   23


                                    ARTICLE 4
                              CAPITAL CONTRIBUTIONS

        SECTION 4.1  CAPITAL CONTRIBUTIONS OF THE INITIAL PARTNERS

        The initial Limited Partner has made the Capital Contribution as set
forth in the Partner Schedule for such Partner, and the General Partner has made
the Capital Contribution shown on Exhibit A attached hereto. Each initial
Limited Partner shall own Partnership Units in the amount set forth for such
Partner in the Partner Schedule with respect to such Partner, as the same may be
amended from time to time. The General Partner shall initially own Partnership
Units in the amount set forth for the General Partner on Exhibit A attached
hereto. Except as provided in a particular Partner Schedule, by law or in
Section 4.4.D or Section 10.4 hereof, the Partners shall have no obligation or
right to make any additional Capital Contributions or loans to the Partnership.

        SECTION 4.2 ADDITIONAL LIMITED PARTNERS

        The General Partner is authorized to admit one or more Additional
Limited Partners to the Partnership from time to time, on terms and conditions
and for such Capital Contributions as may established by the General Partner in
its reasonable discretion. No action or consent by the Limited Partners shall be
required in connection with the admission of any Additional Limited Partner. In
the sole and absolute discretion of the General Partner, the Partnership may
acquire in the future additional Properties by means of Capital Contributions by
other Persons, which Capital Contributions shall be set forth in one or more
Partner Schedules. Persons making such Capital Contributions and executing such
Partner Schedules together with the General Partner shall be admitted to the
Partnership as Additional Limited Partners, with such number of Partnership
Units, Preferred Returns Per Unit, Specific Adjustment Factors and Specific
Adjustment Limitations as may be set forth in such Partner Schedules. To the
extent that the Partnership acquires in the future any property by the merger of
any other Person into the Partnership, Persons who receive Partnership Interests
in exchange for their interests in the Person merging into the Partnership shall
become Partners and shall be deemed to have made Capital Contributions as
provided in the applicable merger agreement and as set forth in one or more
Partner Schedules.

        SECTION 4.3 LOANS BY THIRD PARTIES

        The Partnership may incur or assume 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 from any Person), upon such terms as the General Partner determines
appropriate; provided, however, that the Partnership shall not incur or assume
any Debt under which a breach, violation or default would be deemed to occur by
virtue of the Transfer of any Limited Partner Interest or General Partner
Interest; provided, further, that any Debt shall be nonrecourse to the General
Partner unless the General Partner otherwise agrees.

        SECTION 4.4 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 or development of additional Properties or for such other
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 4.4 or, alternatively, the
terms of Section 4.3 hereof. No Person, including, without limitation, any
Partner or Assignee, shall have any preemptive, preferential, participation or
similar right or rights to subscribe for or acquire any Partnership Interest.

        B. NOTICE OF ADDITIONAL FUNDS REQUIREMENT. The General Partner may, but
shall not be required to, give written notice (the "FUNDING NOTICE") to the
Limited Partners of the need for Additional Funds and the anticipated source(s)
thereof.



                                       19

<PAGE>   24

        C. GENERAL PARTNER LOANS. Whether or not a Funding Notice is given to
the Limited Partners, the General Partner may enter into a Funding Debt
(including, but not limited to, a Funding Debt that is convertible into REIT
Shares) and lend the Additional Funds to the Partnership (a "GENERAL PARTNER
LOAN"). 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, to the
extent permitted by law, will be on the same terms and conditions, including
interest rate and repayment schedule, and providing for the reimbursement of
costs and expenses, as shall be applicable with respect to or incurred in
connection with such Funding Debt. Otherwise, all General Partner Loans made
pursuant to this Section 4.4 shall be on terms and conditions no less favorable
to the Partnership than would be available to the Partnership from any third
party.

        D. ADDITIONAL GENERAL PARTNER CONTRIBUTIONS; ADDITIONAL LIMITED
PARTNERS. Whether or not a Funding Notice is given to the Limited Partners, the
General Partner on behalf of the Partnership may raise all or any portion of the
Additional Funds by making additional Capital Contributions and/or accepting
additional Capital Contributions from any other Partners and/or third parties
and either (a) in the case of Partners (including the General Partner),
increasing such Partner's Partnership Units or (b) in the case of a third party,
admitting such third party as an Additional Limited Partner as contemplated by
Section 4.2 of this Agreement. Subject to the terms of this Section 4.4 and to
the definition of "Gross Asset Value," the General Partner shall determine in
good faith the amount, terms and conditions of such additional Capital
Contributions; provided, however, that, in the case of an additional Capital
Contribution by the General Partner, the Partnership shall issue to the General
Partner the number of Partnership Units derived by dividing (1) the amount of
the additional Capital Contribution (net of any liabilities assumed or taken
subject to by the Partnership) by (2) the Value determined as of the date of
such Capital Contribution.

        E. TIMING OF ADDITIONAL CAPITAL CONTRIBUTIONS. If additional Capital
Contributions are made by Partners on any day other than the first day of a
Fiscal Year, then Net Income, Net Loss, each item thereof and all other items of
income, gain, loss, deduction and credit allocable among Partners and Assignees
for such Fiscal Year shall be allocated among such Partners and Assignees by
taking into account their varying interests during the Fiscal Year in accordance
with Code Section 706(d), using the "interim closing of the books" or "daily
proration" method or another permissible method selected by the General Partner.
Solely for purposes of making such allocations, each of such items for the
calendar month in which such Capital Contributions are made shall be allocated
among all the Partners and Assignees in accordance with the principles described
in Section 11.6.C hereof. All distributions of Available Cash shall be made in
accordance with the principles described in Section 12.2.C hereof.

        SECTION 4.5 NO INTEREST; NO RETURN

        No Partner shall be entitled to interest on its Capital Contribution or
on such Partner's Capital Account. Except as provided herein or by law, no
Partner shall have any right to demand or receive the return of its Capital
Contribution from the Partnership.

                                    ARTICLE 5
                                  DISTRIBUTIONS

        SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

        The General Partner shall cause the Partnership to distribute quarterly
(or, with respect to a particular Holder of Partnership Units, in installments
upon such other frequency as may be provided in the relevant Partner Schedule)
all, or such portion as the General Partner may in its sole and absolute
discretion determine, of Available Cash generated by the Partnership during such
quarter (or other period) to the Unitholders on the Partnership Record Date with
respect to such quarter (or other period) as follows:

               (1) First, to each Holder of Partnership Units, pari passu, an
        amount equal to the sum of (a) the product of (i) the Preferred Return
        Per Unit for such Holder (or its predecessor) for such quarter (or for
        such other period as provided in the relevant Partner Schedule) and (ii)
        the



                                       20
<PAGE>   25

        number of Partnership Units held by such Holder as of the Partnership
        Record Date and (b) any unpaid amounts previously distributable to such
        Holder (or its predecessor) under this Section 5.1(1); provided,
        however, that, except as may otherwise be provided in a particular
        Partner Schedule, the amount distributable pursuant to clause (a) to any
        Additional Limited Partner admitted to the Partnership in the quarter
        immediately preceding and ending with such Partnership Record Date shall
        be prorated based on the number of days that such Additional Limited
        Partner was a Holder of Partnership Units during such quarter; and

               (2) Second, the balance, (a) ninety-nine percent (99%) to the
        General Partner and (b) one percent (1%) to the Limited Partners and
        Assignees (including the General Partner following the acquisition of
        Tendered Units pursuant to Section 8.6 hereof and the issuance of
        additional Partnership Units in exchange for Additional Capital
        Contributions pursuant to Section 4.4.D) in accordance with their
        respective Partnership Units as of the Partnership Record Date.

The General Partner in its sole and absolute discretion may distribute to the
Unitholders Available Cash in accordance with foregoing priorities on a more
frequent basis and provide for an appropriate record date. The General Partner
shall take such reasonable efforts, as determined by it in its sole and absolute
discretion and consistent with the General Partner's qualification as a REIT, to
cause the Partnership to distribute sufficient amounts to enable the General
Partner to pay shareholder dividends that will (a) satisfy the requirements for
qualifying as a REIT under the Code and Regulations (the "REIT REQUIREMENTS")
and (b) avoid any federal income or excise tax liability of the General Partner.

        SECTION 5.2 DISTRIBUTIONS IN KIND

        No right is given to any Unitholder to demand and receive property other
than cash as provided in this Agreement. The General Partner may determine, in
its sole and absolute discretion, to make a distribution in kind of Partnership
assets to the Unitholders, and, subject to Section 8.8 hereof, 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 hereof.

        SECTION 5.3 AMOUNTS WITHHELD

        All amounts withheld pursuant to the Code or any provisions of any state
or local tax law and Section 10.4 hereof with respect to any allocation, payment
or distribution to any Unitholder shall be treated as amounts paid or
distributed to such Unitholder pursuant to Section 5.1 hereof for all purposes
under this Agreement.

        SECTION 5.4 DISTRIBUTIONS UPON LIQUIDATION

        Notwithstanding the other provisions of this Article 5, net proceeds
from a Terminating Capital Transaction, and any other cash received or
reductions in reserves made after commencement of the liquidation of the
Partnership, shall be distributed to the Unitholders in accordance with Section
13.2 hereof.

        SECTION 5.5 RESTRICTED DISTRIBUTIONS

        Notwithstanding any provision to the contrary contained in this
Agreement, neither the Partnership nor the General Partner, on behalf of the
Partnership, shall make a distribution to any Unitholder on account of its
Partnership Interest or interest in Partnership Units if such distribution would
violate Section 17-607 of the Act or other applicable law.



                                       21

<PAGE>   26

                                    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. Except as otherwise provided in this Article 6, and subject to
Section 11.6.C hereof, an allocation to a Unitholder 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

        Except as otherwise provided in this Article 6, and subject to Section
11.6.C hereof:

        A. NET INCOME. Net Income for any Fiscal Year shall be allocated as
follows:

                (1)     First, to the Holders in proportion to, and until the
                        amount of the cumulative Net Income allocated pursuant
                        to this section 6.2.A(1) is equal to the amount of, the
                        cumulative Net Loss allocated pursuant to section
                        6.2.B(2) and (3) for all prior Fiscal Years, in the
                        reverse order of priority that such Net Loss was
                        allocated to the Holders.

                (2)     Second, up to 99% to the Holders, in proportion to, and
                        to the extent of the excess, if any, of (a) the
                        cumulative amount of the distributions of the Preferred
                        Return Per Unit received for the Fiscal Year and all
                        prior Fiscal Years, by such Holders pursuant to section
                        5.1(1) of this Agreement, over (b) the amount of the
                        cumulative Net Income allocated for all prior Fiscal
                        Years to such Holders pursuant to this section 6.2.A(2),
                        until each Holder has been allocated an amount under
                        this section 6.2.A(2) equal to such excess.

                (3)     Third, to the General Partner, 1.01% of the amount
                        allocated under section 6.2.A(2).

                (4)     Fourth, to the Holders in proportion to, and to the
                        extent of the excess, if any, of (a) the cumulative
                        amount of the distributions received for the Fiscal Year
                        and all prior Fiscal Years, by such Holders pursuant to
                        section 5.1(2) of this Agreement, over (b) the amount of
                        the cumulative Net Income allocated for all prior Fiscal
                        Years to such Holders pursuant to this section 6.2.A(4),
                        until each Holder has been allocated an amount under
                        this section 6.2.A(4) equal to such excess.

                (5)     Thereafter, 99% to the General Partner and 1% to the
                        Limited Partners and Assignees (including the General
                        Partner following the acquisition of Tendered Units
                        pursuant to section 8.6 hereof and the issuance of
                        additional Partnership Units in exchange for additional
                        Capital Contributions pursuant to section 4.4.D) in
                        accordance with their respective Partnership Units at
                        the end of such Fiscal Year.

        B. NET LOSS. Net Loss for any Fiscal Year shall be allocated as follows:

                (1)     First, to the Holders in proportion to, and until the
                        amount of the cumulative Net Loss allocated pursuant to
                        this section 6.2.B(1) is equal to the amount of, the
                        cumulative Net Income allocated pursuant to sections
                        6.2.A(2), (3), (4) and (5) for all prior Fiscal Years,
                        in the reverse order of priority that such Net Income
                        was allocated to the Holders.



                                       22

<PAGE>   27

                (2)     Second, to the Holders up to and in proportion to the
                        positive balances of their respective Capital Accounts,
                        after giving effect to all contributions and
                        distributions for such Fiscal Year.

                (3)     Thereafter, 99% to the General Partner and 1% to the
                        Limited Partners and Assignees (including the General
                        Partner following the acquisition of Tendered Units
                        pursuant to section 8.6 hereof and the issuance of
                        additional Partnership Units in exchange for additional
                        Capital Contributions pursuant to section 4.4.D) in
                        accordance with their respective Partnership Units at
                        the end of such Fiscal Year.

        SECTION 6.3  ADDITIONAL ALLOCATION PROVISIONS

        A. SPECIAL ALLOCATIONS. Notwithstanding the foregoing provisions of this
Article 6:

                (1)     Depreciation shall be allocated to the Holders in
                        accordance with and in proportion to their Partnership
                        Units.

                (2)     Net Income for any Fiscal Year upon the sale or other
                        disposition of any of the Properties shall be allocated
                        to the Holders in proportion to, and until the amount of
                        the cumulative Net Income allocated pursuant to this
                        section 6.3.A(2) is equal to the amount of, the
                        cumulative Depreciation allocated to the Holders with
                        respect to the Property being sold or disposed of
                        pursuant to section 6.3.A(1) for the Fiscal Year and all
                        prior Fiscal Years.

        B.  REGULATORY ALLOCATIONS

                (a) MINIMUM GAIN CHARGEBACK. Except as otherwise provided in
        Regulations Section 1.704-2(f), notwithstanding the provisions of
        Section 6.2 hereof, or any other provision of this Article 6, if there
        is a net decrease in Partnership Minimum Gain during any Fiscal Year,
        each Unitholder shall be specially allocated items of Partnership income
        and gain for such year (and, if necessary, subsequent years) in an
        amount equal to such Unitholder'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
        Unitholder 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.B(a) is intended to qualify as a
        "minimum gain chargeback" within the meaning of Regulations Section
        1.704-2(f) and shall be interpreted consistently therewith.

                (b) PARTNER MINIMUM GAIN CHARGEBACK. Except as otherwise
        provided in Regulations Section 1.704- 2(i)(4) or in Section 6.3.B(a)
        hereof, if there is a net decrease in Partner Minimum Gain attributable
        to a Partner Nonrecourse Debt during any Fiscal Year, each Unitholder
        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 Unitholder'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,
        Limited Partner and other Holder 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.B(b) is intended to
        qualify as a "chargeback of partner nonrecourse debt minimum gain"
        within the meaning of Regulations Section 1.704-2(i) and shall be
        interpreted consistently therewith.



                                       23

<PAGE>   28

                (c) NONRECOURSE DEDUCTIONS AND PARTNER NONRECOURSE DEDUCTIONS.
        Any Nonrecourse Deductions for any Fiscal Year shall be specially
        allocated to the Holders of Partnership Units in accordance with their
        Partnership Units. Any Partner Nonrecourse Deductions for any Fiscal
        Year shall be specially allocated to the Unitholder(s) who bears the
        economic risk of loss with respect to the Partner Nonrecourse Debt to
        which such Partner Nonrecourse Deductions are attributable, in
        accordance with Regulations Section 1.704-2(i).

                (d) QUALIFIED INCOME OFFSET. If any Unitholder 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 such Unitholder in an
        amount and manner sufficient to eliminate, to the extent required by
        such Regulations, the Adjusted Capital Account Deficit of such
        Unitholder as quickly as possible, provided that an allocation pursuant
        to this Section 6.3.B(d) shall be made if and only to the extent that
        such Unitholder 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.B(d) were not in the Agreement. It is intended
        that this Section 6.3.B(d) qualify and be construed as a "qualified
        income offset" within the meaning of Regulations Section
        1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

                (e) GROSS INCOME ALLOCATION. In the event that any Unitholder
        has a deficit Capital Account at the end of any Fiscal Year that is in
        excess of the sum of (i) the amount (if any) that such Unitholder is
        obligated to restore to the Partnership upon complete liquidation of
        such Unitholder's Partnership Interest and (ii) the amount that such
        Unitholder is deemed to be obligated to restore pursuant to the
        penultimate sentences of Regulations Sections 1.704-2(g)(1) and
        1.704-2(i)(5), each such Unitholder shall be specially allocated items
        of Partnership income and gain in the amount of such excess to eliminate
        such deficit as quickly as possible, provided that an allocation
        pursuant to this Section 6.3.B(e) shall be made if and only to the
        extent that such Unitholder 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.B(e) and Section
        6.3.B(d) hereof were not in the Agreement.

                (f) LIMITATION ON ALLOCATION OF NET LOSS. To the extent that any
        allocation of Net Loss would cause or increase an Adjusted Capital
        Account Deficit as to any Holder of Partnership Units, such allocation
        of Net Loss shall be reallocated among the other Holders of Partnership
        Units in accordance with their respective Partnership Units, subject to
        the limitations of this Section 6.3.B(f).

                (g) SECTION 754 ADJUSTMENT. To the extent that 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 Holder of Partnership
        Units in complete liquidation of its 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 Holders in accordance with their
        Partnership Units in the event that Regulations Section
        1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such
        distribution was made in the event that Regulations Section
        1.704-1(b)(2)(iv)(m)(4) applies.

                (h) CURATIVE ALLOCATIONS. The allocations set forth in Sections
        6.3.B(a), (b), (c), (d), (e), (f) and (g) hereof (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 Section 6.1
        hereof, the Regulatory Allocations shall be taken



                                       24

<PAGE>   29

        into account in allocating other items of income, gain, loss and
        deduction among the Unitholders so that, to the extent possible without
        violating the requirements giving rise to the Regulatory Allocations,
        the net amount of such allocations of other items and the Regulatory
        Allocations to each Unitholder shall be equal to the net amount that
        would have been allocated to each such Unitholder if the Regulatory
        Allocations had not occurred.

        C. ALLOCATION OF EXCESS NONRECOURSE LIABILITIES. For purposes of
determining a Holder's proportional share of the "excess nonrecourse
liabilities" of the Partnership within the meaning of Regulations Section
1.752-3(a)(3), each Holder's interest in Partnership profits shall be such
Holder's share of Partnership Units.

        SECTION 6.4  TAX ALLOCATIONS

        A. IN GENERAL. Except as otherwise provided in this Section 6.4, for
income tax purposes under the Code and the Regulations each Partnership item of
income, gain, loss and deduction (collectively, "TAX ITEMS") shall be allocated
among the Unitholders 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
hereof.

        B. ALLOCATIONS RESPECTING SECTION 704(C) REVALUATIONS. Notwithstanding
Section 6.4.A hereof, Tax Items with respect to Property that is contributed to
the Partnership with a Gross Asset Value that varies from its basis in the hands
of the contributing Partner immediately preceding the date of contribution shall
be allocated among the Unitholders for income tax purposes pursuant to
Regulations promulgated under Code Section 704(c) so as to take into account
such variation. The Partnership shall account for such variation under any
method approved under Code Section 704(c) and the applicable Regulations as
chosen by the General Partner, including, without limitation, the "traditional
method" as described in Regulations Section 1.704-3(b). In the event that the
Gross Asset Value of any Partnership asset is adjusted pursuant to subsection
(b) of the definition of "Gross Asset Value" (provided in Article 1 hereof),
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 Code Section 704(c) and the
applicable Regulations.

        SECTION 6.5 OTHER PROVISIONS

        A. OTHER ALLOCATIONS UPON CHANGE IN LAW. In the event that the Code or
any Regulations require allocations of items of income, gain, loss, deduction or
credit different from those set forth in this Article 6, the General Partner is
hereby authorized to make new allocations in reliance on the Code and such
Regulations, such new allocations shall be deemed to be made pursuant to the
fiduciary duty of the General Partner to the Partnership and the other Holders,
and no such new allocation shall give rise to any claim or cause of action by
any Holder.

        B. CONSISTENT TAX REPORTING. The Partners acknowledge and are aware of
the income tax consequences of the allocations made by this Article 6 and hereby
agree to be bound by the provisions of this Article 6 in reporting their shares
of Net Income, Net Losses and other items of income, gain, loss, deduction and
credit for federal, state and local income tax purposes.

                                    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 and shall
be 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 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 applicable law or that are granted to the General
Partner under any other provision of this



                                       25

<PAGE>   30

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 hereof and to effectuate the
purposes set forth in Section 3.1 hereof, including, without limitation:

                (1) 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 (so long as
        the General Partner qualifies as a REIT) to avoid the payment of any
        federal income tax (including, for this purpose, any excise tax pursuant
        to Code Section 4981) and to make distributions to its shareholders
        sufficient to permit the General Partner to maintain REIT status or
        otherwise to satisfy the REIT Requirements), 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
        deed to secure debt, mortgage, deed of trust or other lien or
        encumbrance on the Partnership's assets) and the incurring of any
        obligations that it deems necessary for the conduct of the activities of
        the Partnership;

                (2) 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;

                (3) the acquisition, sale, transfer, exchange or other
        disposition of any assets of the Partnership (including, but not limited
        to, the exercise or grant of any conversion, option, privilege or
        subscription right or any other right available in connection with any
        assets at any time held by the Partnership) or the merger,
        consolidation, reorganization or other combination of the Partnership
        with or into another entity;

                (4) the mortgage, pledge, encumbrance or hypothecation of any
        assets of the Partnership (including, without limitation, any
        Contributed Property), the use of the assets of the Partnership
        (including, without limitation, cash on hand) for any purpose consistent
        with the terms of this Agreement which the General Partner believes will
        directly benefit the Partnership and on any terms that the General
        Partner sees fit, including, without limitation, the financing of the
        operations and activities of the General Partner, the Partnership or any
        of the Partnership's Subsidiaries, the lending of funds to other Persons
        (including, without limitation, the Partnership's Subsidiaries) and the
        repayment of obligations of the Partnership, its Subsidiaries and any
        other Person in which it has an equity investment, and the making of
        capital contributions to and equity investments in the Partnership's
        Subsidiaries;

                (5) the management, operation, leasing, landscaping, repair,
        alteration, demolition, replacement or improvement of any Property,
        including, without limitation, any Contributed Property, or other asset
        of the Partnership or any Subsidiary;

                (6) 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, including contracting with property managers (including,
        without limitation, as to any Contributed Property or other Property,
        contracting with the contributing or any other Limited Partner or its
        Affiliates for property management services), contractors, developers,
        consultants, accountants, legal counsel, other professional advisors and
        other agents and the payment of their expenses and compensation out of
        the Partnership's assets;

                (7) the distribution of Partnership cash or other Partnership
        assets in accordance with this Agreement, the holding, management,
        investment and reinvestment of cash and other assets of the Partnership,
        and the collection and receipt of revenues, rents and income of the
        Partnership;



                                       26

<PAGE>   31

                (8) the selection and dismissal of employees of the Partnership
        or the General Partner (including, without limitation, employees having
        titles or offices such as "president," "vice president," "secretary" and
        "treasurer"), and agents, outside attorneys, accountants, consultants
        and contractors of the Partnership or the General Partner and the
        determination of their compensation and other terms of employment or
        hiring;

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

                (10) the formation of, or acquisition of an interest in, and the
        contribution of property to, any further limited or general
        partnerships, limited liability companies, 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, however, that, as long as the General
        Partner has determined to continue to qualify as a REIT, the General
        Partner may not engage in any such formation, acquisition or
        contribution that would cause the General Partner to fail to qualify as
        a REIT;

                (11) the control of any matters affecting the rights and
        obligations of the Partnership, including the settlement, compromise,
        submission to arbitration or any other form of dispute resolution, or
        abandonment, of any claim, cause of action, liability, debt or damages,
        due or owing to or from the Partnership, the commencement or defense of
        suits, legal proceedings, administrative proceedings, arbitrations or
        other forms of dispute resolution, and the representation of the
        Partnership in all suits or legal proceedings, administrative
        proceedings, arbitrations or other forms of dispute resolution, the
        incurring of legal expense, and the indemnification of any Person
        against liabilities and contingencies to the extent permitted by law;

                (12) the undertaking of any action in connection with the
        Partnership's direct or indirect investment in any Subsidiary or any
        other Person (including, without limitation, the contribution or loan of
        funds by the Partnership to such Persons);

                (13) 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 the requirements of this Agreement;

                (14) the enforcement of any rights against any Partner pursuant
        to representations, warranties, covenants and indemnities relating to
        such Partner's contribution of property or assets to the Partnership;

                (15) 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;

                (16) 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;

                (17) 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;



                                       27

<PAGE>   32

                (18) 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 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;

                (19) the issuance of additional Partnership Units, as
        appropriate and in the General Partner's sole and absolute discretion,
        in connection with Capital Contributions by Additional Limited Partners
        and additional Capital Contributions by Partners pursuant to Article 4
        hereof.

        B. Each of the Limited Partners agrees that, except as provided in
Section 7.3 hereof, 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 provision of this Agreement (except as provided in
Section 7.3 hereof), 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 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 on the Properties of the Partnership and (ii) liability insurance for
the Indemnitees 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 shall be under no obligation to, take into account the tax consequences
to any Partner (including the General Partner) of any action taken by it. 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 so long as the action or
inaction is taken in good faith.

        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 each other state, the District of Columbia or any other jurisdiction in
which the Partnership may elect to do business or own property. Subject to the
terms of Section 8.5.A(4) hereof, 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 liability to the extent provided by applicable
law) 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. Specifically (but without limitation), the General Partner may not:



                                       28

<PAGE>   33

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

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

                (3) admit a Person as a Partner, except as otherwise provided in
        this Agreement;

                (4) 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

               (5) 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) the General Partner or the Partnership
        from satisfying its obligations under Section 8.6 hereof in full or (b)
        a Limited Partner from exercising its rights under Section 8.6 hereof to
        effect a Redemption in full, except, in either case, with the written
        consent of such Limited Partner affected by the prohibition or
        restriction.

        B. The General Partner shall not, without the prior Consent of the
Limited Partners, undertake, on behalf of the Partnership, any of the following
actions or enter into any transaction that would have the effect of such
transactions:

                (1) except as provided in Section 7.3.C hereof, amend, modify or
        terminate this Agreement other than to reflect the admission,
        substitution, termination or withdrawal of Partners pursuant to Article
        11 or Article 12 hereof;

                (2) 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;

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

               (4) subject to the rights of Transfer provided in Section 11.2
        hereof, approve or acquiesce to the Transfer of the Partnership Interest
        of the General Partner, or admit into the Partnership any additional or
        successor General Partners.

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

               (1) 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;

               (2) to reflect the admission, substitution or withdrawal of
        Partners or the termination of the Partnership in accordance with this
        Agreement, and to amend Exhibit A in connection with such admission,
        substitution or withdrawal;

                (3) 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, correct or supplement any provision in this
        Agreement not inconsistent with law or with other provisions, 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;



                                       29

<PAGE>   34

                (4) to satisfy any requirements, conditions or guidelines
        contained in any order, directive, opinion, ruling or regulation of a
        federal or state agency or contained in federal or state law;

                (5) to reflect such changes as are reasonably necessary for the
        General Partner to maintain its status as a REIT or to satisfy the REIT
        Requirements; and

                (6) to modify the manner in which Capital Accounts are computed
        (but only to the extent set forth in the definition of "Capital Account"
        or contemplated by the Code or the Regulations).

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

        D. Notwithstanding Section 7.3.B and 7.3.C hereof, this Agreement shall
not be amended, and no action may be taken by the General Partner, without the
Consent of each Partner adversely affected, if such amendment or action would
(i) convert a Limited Partner Interest in the Partnership into a General Partner
Interest (except as a result of the General Partner acquiring such Partnership
Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter
rights of the Partner to receive distributions pursuant to Article 5 or Section
13.2.A(4) hereof, or the allocations specified in Article 6 hereof (except in
any case as permitted pursuant to Sections 4.4 and 7.3.C hereof), (iv) alter or
modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in
Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v)
amend this Section 7.3.D. 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 therein. Any such amendment or action consented to by any
Partner shall be effective as to that Partner, notwithstanding the absence of
such consent by any other Partner.

        SECTION 7.4 REIMBURSEMENT OF THE GENERAL PARTNER

        A. The General Partner shall not be compensated for its services as
general partner of the Partnership except as provided elsewhere in this
Agreement.

        B. Subject to Sections 7.4.C and 15.11 hereof, the Partnership shall be
liable, and shall reimburse the General Partner on a monthly basis (or such
other basis as the General Partner may determine in its sole and absolute
discretion), for all sums expended in connection with the Partnership's
business. Any such reimbursements shall be in addition to any reimbursement of
the General Partner as a result of indemnification pursuant to Section 7.7
hereof.

        C. To the extent practicable, Partnership expenses shall be billed
directly to and paid by the Partnership. Subject to Section 15.11 hereof,
reimbursements to the General Partner or any of its Affiliates by the
Partnership shall be allowed, however, for the actual cost to the General
Partner or any of its Affiliates of operating and other expenses of the
Partnership, including, without limitation, the actual cost of goods, materials
and administrative services related to (i) Partnership operations, (ii)
Partnership accounting, (iii) communications with Partners, (iv) legal services,
(v) tax services, (vi) computer services, (vii) risk management, (viii) mileage
and travel expenses and (ix) such other related operational and administrative
expenses as are necessary for the prudent organization and operation of the
Partnership. "Actual cost of goods and materials" means the actual cost to the
General Partner or any of its Affiliates of goods and materials used for or by
the Partnership obtained from entities not affiliated with the General Partner,
and "actual cost of administrative services" means the pro rata cost of
personnel (as if such persons were employees of the Partnership) providing
administrative services to the Partnership. The cost for such services to be
reimbursed to the General Partner or any Affiliate thereof shall be the lesser
of the General Partner's or Affiliate's actual cost, or the amount the
Partnership would be required to pay to independent parties for comparable
administrative services in the same geographic location. Notwithstanding the
foregoing, the Partnership shall not reimburse the General Partner or any
Affiliate thereof under this Section 7.4 for:

                (1) Any rent, depreciation, utilities or other administrative
        items generally constituting the General Partner's or Affiliate's
        overhead; or



                                       30

<PAGE>   35



               (2) Any of the salaries or fringe benefits incurred or allocated
        to any Controlling Person of any General Partner or any Affiliate
        thereof.

Subject to Section 15.11 hereof, reimbursements to the General Partner or any of
its Affiliates by the Partnership pursuant to this Section 7.4 shall be treated
as "guaranteed payments" within the meaning of Code Section 707(c).

        SECTION 7.5 OTHER BUSINESS OF GENERAL PARTNER

        The General Partner may engage independently or with others in other
business ventures of every nature and description, including, without
limitation, the ownership of other properties and the making or management of
other investments. Nothing in this Agreement shall be deemed to prohibit the
General Partner or any Affiliate of the General Partner from dealing, or
otherwise engaging in business with, Persons transacting business with the
Partnership, or from providing services related to the purchase, sale,
financing, management, development or operation of real or personal property and
receiving compensation therefor, not involving any rebate or reciprocal
arrangement that would have the effect of circumventing any restriction set
forth herein upon dealings with the General Partner or any Affiliate of the
General Partner. Neither the Partnership nor any Partner shall have any right by
virtue of this Agreement or the Partnership relationship created hereby in or to
such other ventures or activities or to the income or proceeds derived
therefrom, and the pursuit of such ventures, even if competitive with the
business of the Partnership, shall not be deemed wrongful or improper.

        SECTION 7.6 CONTRACTS WITH AFFILIATES

        A. The Partnership may lend or contribute funds or other assets to its
Subsidiaries or other Persons in which it has an equity investment, and such
Persons may borrow funds from the Partnership, on terms and conditions
established in the sole and absolute discretion of the General Partner. The
foregoing authority shall not create any right or benefit in favor of any
Subsidiary or any other Person.

        B. The Partnership may transfer assets to joint ventures, limited
liability companies, partnerships, corporations, business trusts or other
business entities in which it is or thereby becomes a participant upon such
terms and subject to such conditions consistent with this Agreement and
applicable law as the General Partner, in its sole and absolute discretion,
believes to be advisable.

        C. Except as expressly permitted by this Agreement, neither the General
Partner nor any of its Affiliates shall sell, transfer or convey any property to
the Partnership, directly or indirectly, except pursuant to transactions that
are determined by the General Partner in good faith to be fair and reasonable.

        D. The General Partner is expressly authorized to enter into, in the
name and on behalf of the Partnership, a right of first opportunity arrangement
and other conflict avoidance agreements with various Affiliates of the
Partnership and the General Partner, on such terms as the General Partner, in
its sole and absolute discretion, believes are advisable.

        SECTION 7.7 INDEMNIFICATION

        A. To the fullest extent permitted by applicable law, the Partnership
shall indemnify each Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without limitation,
attorney's fees and other 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 ("ACTIONS") as set forth in this
Agreement in which such Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise; provided, however, that the Partnership shall
not indemnify an Indemnitee (i) for fraud, willful misconduct, recklessness,
gross negligence or a knowing violation of the law or (ii) for any transaction
for which such Indemnitee received an improper personal benefit in violation or
breach of any provision of this Agreement or applicable law. 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



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<PAGE>   36

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 Section 7.7 in favor of any
Indemnitee having or potentially having liability for any such indebtedness. It
is the intention of this Section 7.7.A that the Partnership indemnify each
Indemnitee to the fullest extent permitted by law. 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 of an Indemnitee
or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an
entry of an order of probation against an Indemnitee prior to judgment, does not
create a presumption that such Indemnitee acted in a manner contrary to that
specified in this Section 7.7.A with respect to the subject matter of such
proceeding. Any indemnification pursuant to this Section 7.7 shall be made only
out of the assets of the Partnership, 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. To the fullest extent permitted by law, expenses incurred by an
Indemnitee who is a party to a proceeding or otherwise subject to or the focus
of or is involved in any Action shall be paid or reimbursed by the Partnership
as incurred by the Indemnitee in advance of the final disposition of the Action
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 this 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 and shall inure to the benefit of the heirs, successors, assigns
and administrators of the Indemnitee unless otherwise provided in a written
agreement with such Indemnitee or in the writing pursuant to which such
Indemnitee is indemnified.

        D. The Partnership may, but shall not be obligated to, purchase and
maintain insurance, on behalf of any 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 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. Any liabilities which an Indemnitee incurs as a result of acting on
behalf of the Partnership or the General Partner (whether as a fiduciary or
otherwise) in connection with the operation, administration or maintenance of an
employee benefit plan or any related trust or funding mechanism (whether such
liabilities are in the form of excise taxes assessed by the IRS, penalties
assessed by the Department of Labor, restitutions to such a plan or trust or
other funding mechanism or to a participant or beneficiary of such plan, trust
or other funding mechanism, or otherwise) shall be treated as liabilities or
judgments or fines under this Section 7.7, unless such liabilities arise as a
result of (i) such Indemnitee's fraud, willful misconduct, recklessness, gross
negligence or knowing violation of the law, or (ii) any transaction in which
such Indemnitee received an improper personal benefit in violation or breach of
any provision of this Agreement or applicable law.

        F. In no event may an Indemnitee subject any of the 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 which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.



                                       32

<PAGE>   37

        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. It is the intent of the Partners that any amounts paid by the
Partnership to the General Partner pursuant to this Section 7.7 shall be treated
as "guaranteed payments" within the meaning of Code Section 707(c).

        SECTION 7.8 LIABILITY OF THE GENERAL PARTNER

        A. Notwithstanding anything to the contrary set forth in this Agreement,
neither the General Partner nor any of its directors or officers shall be liable
or accountable in damages or otherwise to the Partnership, any Partners or any
Assignees for losses sustained, liabilities incurred or benefits not derived as
a result of errors in judgment or mistakes of fact or law or of any act or
omission if the General Partner or such director or officer 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 shareholders collectively and that the General Partner is
under no obligation to give priority to the separate interests of the Limited
Partners or the General Partner's shareholders (including, without limitation,
the tax consequences to Limited Partners, Assignees or the General Partner's
shareholders) in deciding whether to cause the Partnership to take (or decline
to take) any actions.

        C. Subject to its obligations and duties as General Partner set forth in
Section 7.1.A hereof, 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 employees or agents (subject to the
supervision and control of the General Partner). 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.

        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 General Partner's, and its officers' and directors',
liability 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.

        E. Notwithstanding anything herein to the contrary, except for fraud,
willful misconduct, recklessness or gross negligence, or pursuant to any express
indemnities given to the Partnership by any Partner pursuant to any other
written instrument, no Partner shall have any personal liability whatsoever, to
the Partnership or to the other Partner(s), for the debts or liabilities of the
Partnership or the Partnership's obligations hereunder, and the full recourse of
the other Partner(s) shall be limited to the interest of that Partner in the
Partnership. To the fullest extent permitted by law, no officer, director or
shareholder of the General Partner shall be liable to the Partnership for money
damages except for (i) active and deliberate dishonesty established by a
non-appealable final judgment or (ii) actual receipt of an improper benefit or
profit in money, property or services. Without limitation of the foregoing, and
except for fraud, willful misconduct, recklessness or gross negligence, or
pursuant to any such express indemnity, no property or assets of any Partner,
other than its interest in the Partnership, shall be subject to levy, execution
or other enforcement procedures for the satisfaction of any judgment (or other
judicial process) in favor of any other Partner(s) and arising out of, or in
connection with, this Agreement. This Agreement is executed by the officers of
the General Partner solely as officers of the same and not in their own
individual capacities.



                                       33

<PAGE>   38

        F. To the extent that, at law or in equity, the General Partner has
duties (including fiduciary duties) and liabilities relating thereto to the
Partnership or the Limited Partners, the General Partner shall not be liable to
the Partnership or to any other Partner for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict the duties and liabilities of the General Partner otherwise
existing at law or in equity, are agreed by the Partners to replace such other
duties and liabilities of such General Partner.

        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 in good faith 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, architects, engineers,
environmental consultants 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 that the 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 that
is permitted or required to be done by the General Partner hereunder.

        D. Notwithstanding any other provisions of this Agreement or 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 (i) to protect the ability of the General Partner to continue
to qualify as a REIT, (ii) for the General Partner otherwise to satisfy the REIT
Requirements or (iii) to avoid the General Partner incurring any taxes under
Code Section 857 or Code Section 4981, is expressly authorized under this
Agreement and is deemed approved by all of the Limited Partners.

        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 Partner, individually or collectively with other Partners or
Persons, 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 held by the General Partner 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, without the consent or approval of any
other Partner or Person, 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 take any and all actions 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



                                       34

<PAGE>   39

interest, both legally and beneficially. Each Limited Partner hereby waives any
and all defenses or other remedies that 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 expediency
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.

                                    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 (including, without limitation, Section
10.4 hereof) 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, member, employee, 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, member,
employee, partner, agent, representative, 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 pursuant to Section 7.6.D hereof
and any other agreements entered into by a Limited Partner or its Affiliates
with the General Partner, the Partnership or a Subsidiary (including, without
limitation, any employment agreement), any Limited Partner and any Assignee,
officer, director, employee, agent, trustee, Affiliate or shareholder 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 that are in direct or indirect
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 General Partner, to the extent expressly provided herein), and
such Person shall have no obligation pursuant to this Agreement, subject to
Section 7.6.D hereof and any other agreements entered into by a Limited Partner
or its Affiliates with the General Partner, the Partnership or a Subsidiary, 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
that, if presented to the Partnership, any Limited Partner or such other Person,
could be taken by such Person.



                                       35

<PAGE>   40

        SECTION 8.4 RETURN OF CAPITAL

        Except pursuant to the rights of Redemption set forth in Section 8.6
hereof, no Limited Partner shall be entitled to the withdrawal or return of its
Capital Contribution, except to the extent of distributions made pursuant to
this Agreement or upon termination of the Partnership as provided herein. Except
to the extent provided in Article 6 hereof or otherwise expressly provided in
this Agreement, 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 to profits, losses or distributions.

        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 hereof, 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 such Limited Partner's own expense:

                (1) to obtain a copy of (i) the most recent annual and quarterly
        reports filed with the SEC by the General Partner pursuant to the
        Exchange Act and (ii) each report or other written communication sent to
        the shareholders of the General Partner;

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

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

                (4) 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

                (5) 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 that each Partner has agreed to
        contribute in the future, and the date on which each became a Partner.

        B. On written request, the Partnership shall notify any Limited Partner
that is a Qualifying Party of the then current Adjustment Factor or any change
made to the Adjustment Factor or to the REIT Shares Amount, Preferred Return Per
Unit or Specific Adjustment Factor applicable to such Limited Partner.

        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 the General Partner or (ii) the Partnership or the General Partner is
required by law or by agreements with unaffiliated third parties to keep
confidential.

        SECTION 8.6 REDEMPTION RIGHTS OF QUALIFYING PARTIES

        A. After the first Twelve-Month Period (or such shorter or longer period
as may be provided in a particular Partner Schedule), a Qualifying Party, but no
other Limited Partner or Assignee, shall have the right (subject to the terms
and conditions set forth herein) to require the Partnership to redeem all or a
portion of the Partnership Units held by such Tendering Party (such Partnership
Units being hereafter called "TENDERED UNITS") in exchange (a "REDEMPTION") for
the Cash Amount payable on the Specified Redemption Date. Any Redemption shall
be exercised pursuant to a Notice of Redemption delivered to the General Partner
by the Qualifying Party when



                                       36

<PAGE>   41

exercising the Redemption right (the "TENDERING PARTY"). The Partnership's
obligation to effect a Redemption, however, shall not arise or be binding
against the Partnership (i) until and unless there has been a Declination and
(ii) before the first Business Day following the Cut-Off Date. In the event of a
Redemption, the Cash Amount shall be delivered as a certified check payable to
the Tendering Party or, in the General Partner's sole discretion, in immediately
available funds.

        B. Notwithstanding the provisions of Section 8.6.A hereof, on or before
the close of business on the Cut-Off Date, the General Partner may, in its sole
and absolute discretion but subject to the Ownership Limit and the transfer
restrictions and other limitations of the Charter, elect to acquire some or all
(such percentage being referred to as the "APPLICABLE PERCENTAGE") of the
Tendered Units from the Tendering Party in exchange for REIT Shares. If the
General Partner so elects, on the Specified Redemption Date the Tendering Party
shall sell such number of the Tendered Units to the General Partner in exchange
for a number of REIT Shares equal to the product of the REIT Shares Amount and
the Applicable Percentage. The Tendering Party shall submit (i) such
information, certification or affidavit as the General Partner may reasonably
require in connection with the application of the Ownership Limit and other
restrictions and limitations of the Charter to any such acquisition and (ii)
such written representations, investment letters, legal opinions or other
instruments necessary, in the General Partner's view, to effect compliance with
the Securities Act. In the event of a purchase of the Tendered Units pursuant to
this Section 8.6.B, the Tendering Party shall no longer have the right to cause
the Partnership to effect a Redemption of such Tendered Units, and, upon notice
to the Tendering Party by the General Partner, given on or before the close of
business on the Cut-Off Date, that the General Partner has elected to acquire
some or all of the Tendered Units pursuant to this Section 8.6.B, the obligation
of the Partnership to effect a Redemption of the Tendered Units as to which the
General Partner's notice relates shall not accrue or arise. The product of the
Applicable Percentage and the REIT Shares Amount, if applicable, shall be
delivered by the General Partner as duly authorized, validly issued, fully paid
and nonassessable REIT Shares and, if applicable, Rights, free of any pledge,
lien, encumbrance or restriction, other than the Ownership Limit and other
restrictions provided in the Charter, the Bylaws of the General Partner, the
Securities Act and relevant state securities or "blue sky" laws. Neither any
Tendering Party whose Tendered Units are acquired by the General Partner
pursuant to this Section 8.6.B, any other Partner, any Assignee nor any other
interested Person shall have any right to require or cause the General Partner
to register, qualify or list any REIT Shares owned or held by such Person,
whether or not such REIT Shares are issued pursuant to this Section 8.6.B, with
the SEC, with any state securities commissioner, department or agency, under the
Securities Act or the Exchange Act or with any stock exchange; provided,
however, that this limitation shall not be in derogation of any registration or
similar rights granted pursuant to any other written agreement between the
General Partner and any such Person. Notwithstanding any delay in such delivery,
the Tendering Party shall be deemed the owner of such REIT Shares and Rights for
all purposes, including, without limitation, rights to vote or consent, receive
dividends, and exercise rights, as of the Specified Redemption Date. REIT Shares
issued upon an acquisition of the Tendered Units by the General Partner pursuant
to this Section 8.6.B may contain such legends regarding restrictions under the
Securities Act and applicable state securities laws as the General Partner in
good faith determines to be necessary or advisable in order to ensure compliance
with such laws.

        C. Notwithstanding the provisions of Sections 8.6.A and 8.6.B hereof, no
Tendering Party (i) where the Redemption would consist of less than all the
Partnership Units held by Partners other than the General Partner, shall be
entitled to elect or effect a Redemption to the extent that the aggregate
Partnership Units of the Limited Partners would be reduced, as a result of the
Redemption (or the acquisition of the Tendered Units by the General Partner
pursuant to Section 8.6.B hereof), to less than one percent (1%) of all
Partnership Units outstanding immediately prior to delivery of the Notice of
Redemption and (ii) shall have any rights under this Agreement that would
otherwise be prohibited under the Charter. To the extent that any attempted
Redemption or acquisition of the Tendered Units by the General Partner pursuant
to Section 8.6.B hereof would be in violation of this Section 8.6.C, it shall be
null and void ab initio, and the Tendering Party shall not acquire any rights or
economic interests in REIT Shares otherwise issuable by the General Partner
under Section 8.6.B hereof.

        D. In the event that the General Partner declines or fails to exercise
its purchase rights pursuant to Section 8.6.B hereof following receipt of a
Notice of Redemption (a "DECLINATION"):



                                       37

<PAGE>   42

               (1) The General Partner shall give notice of such Declination to
        the Tendering Party on or before the close of business on the Cut-Off
        Date. The failure of the General Partner to give notice of such
        Declination by the close of business on the Cut-Off Date shall itself
        constitute a Declination.

               (2) The Partnership may elect to raise funds for the payment of
        the Cash Amount from any sources (including, but not limited to, the
        sale of any Property and the incurrence of additional Debt) available to
        the Partnership.

        E. Notwithstanding the provisions of Section 8.6.B hereof, the General
Partner shall not, under any circumstances, elect to acquire Tendered Units in
exchange for the REIT Shares Amount if such exchange would be prohibited under
the Charter.

        F. Notwithstanding anything herein to the contrary (but subject to
Section 8.6.C hereof), with respect to any Redemption (or any tender of
Partnership Units for Redemption if the Tendered Units are acquired by the
General Partner pursuant to Section 8.6.B hereof) pursuant to this Section 8.6:

               (1) All Partnership Units acquired by the General Partner
        pursuant to Section 8.6.B hereof shall automatically, and without
        further action required, be converted into and deemed to be General
        Partner Interests comprised of the same number of Partnership Units.

               (2) Subject to the Ownership Limit, no Tendering Party may effect
        a Redemption for less than five hundred (500) Partnership Units or, if
        such Tendering Party holds (as a Limited Partner or, economically, as an
        Assignee) less than five hundred (500) Partnership Units, all of the
        Partnership Units held by such Tendering Party.

               (3) Each Tendering Party (a) may effect a Redemption only once in
        each Twelve-Month Period (unless the restriction contained in this
        Section 8.6.F(3)(a) is waived by the General Partner in its sole and
        absolute discretion) and (b) 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 shareholders of some or all of its portion of such
        Partnership distribution.

               (4) Without the Consent of the General Partner (which may be
        given or withheld in its sole and absolute discretion), no Tendering
        Party may effect a Redemption within ninety (90) days following the
        closing of any prior registered public offering of REIT Shares by the
        General Partner.

               (5) The consummation of such Redemption (or an acquisition of
        Tendered Units by the General Partner pursuant to Section 8.6.B hereof,
        as the case may be) 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.

               (6) The Tendering Party shall continue to own (subject, in the
        case of an Assignee, to the provisions of Section 11.5 hereof) all
        Partnership Units subject to any Redemption, and be treated as a Limited
        Partner or an Assignee, as applicable, with respect to such Partnership
        Units for all purposes of this Agreement, until such Partnership Units
        are either paid for by the Partnership pursuant to Section 8.6.A hereof
        or transferred to the General Partner and paid for, by the issuance of
        the REIT Shares, pursuant to Section 8.6.B hereof on the Specified
        Redemption Date. Until a Specified Redemption Date and an acquisition of
        the Tendered Units by the General Partner pursuant to Section 8.6.B
        hereof, the Tendering Party shall have no rights as a shareholder of the
        General Partner with respect to the REIT Shares issuable in connection
        with such acquisition.



                                       38

<PAGE>   43

For purposes of determining compliance with the restrictions set forth in this
Section 8.6.F, all Partnership Units beneficially owned by a Related Party of a
Tendering Party shall be considered to be owned or held by such Tendering Party.

        G. In connection with an exercise of Redemption rights pursuant to this
Section 8.6, the Tendering Party shall submit the following to the General
Partner, in addition to the Notice of Redemption:

               (1) A written affidavit, dated the same date as, and
        accompanying, the Notice of Redemption, (a) disclosing the actual and
        constructive ownership, as determined for purposes of Code Sections
        856(a)(6), 856(h), 856(d)(2)(B) and 856(d)(5), of REIT Shares by (i)
        such Tendering Party and (ii) any Related Party and (b) representing
        that, after giving effect to the Redemption or an acquisition of the
        Tendered Units by the General Partner pursuant to Section 8.6.B hereof,
        neither the Tendering Party nor any Related Party will own REIT Shares
        in excess of the Ownership Limit;

               (2) A written representation that neither the Tendering Party nor
        any Related Party has any intention to acquire any additional REIT
        Shares prior to the closing of the Redemption or an acquisition of the
        Tendered Units by the General Partner pursuant to Section 8.6.B hereof
        on the Specified Redemption Date; and

               (3) An undertaking to certify, at and as a condition to the
        closing of (i) the Redemption or (ii) the acquisition of the Tendered
        Units by the General Partner pursuant to Section 8.6.B hereof on the
        Specified Redemption Date, that either (a) the actual and constructive
        ownership of REIT Shares by the Tendering Party and any Related Party
        remain unchanged from that disclosed in the affidavit required by
        Section 8.6.G(1) or (b) after giving effect to the Redemption or an
        acquisition of the Tendered Units by the General Partner pursuant to
        Section 8.6.B hereof, neither the Tendering Party nor any Related Party
        shall own REIT Shares in violation of the Ownership Limit.

        SECTION 8.7 PARTNERSHIP RIGHT TO CALL LIMITED PARTNER INTERESTS

        Notwithstanding any other provision of this Agreement, on and after the
date on which the aggregate Partnership Units of the Limited Partners are less
than five thousand (5,000), the Partnership shall have the right, but not the
obligation, from time to time and at any time to redeem any and all outstanding
Limited Partner Interests by treating any Limited Partner as a Tendering Party
who has delivered a Notice of Redemption pursuant to Section 8.6 hereof for the
amount of Partnership Units to be specified by the General Partner, in its sole
and absolute discretion, by notice to such Limited Partner that the Partnership
has elected to exercise its rights under this Section 8.7. Such notice given by
the General Partner to a Limited Partner pursuant to this Section 8.7 shall be
treated as if it were a Notice of Redemption delivered to the General Partner by
such Limited Partner. For purposes of this Section 8.7, (a) any Limited Partner
(whether or not otherwise a Qualifying Party) may, in the General Partner's sole
and absolute discretion, be treated as a Qualifying Party that is a Tendering
Party and (b) the provisions of Sections 8.6.C(i), 8.6.F(2), 8.6.F(3) and
8.6.F(4) hereof shall not apply, but the remainder of Section 8.6 hereof shall
apply with such adjustments as shall be necessary in the circumstances.

        SECTION 8.8 OTHER REDEMPTIONS

        Notwithstanding the provisions of Section 8.6 hereof, nothing in this
Agreement shall preclude the redemption of a Limited Partner Interest or
Partnership Units by the Partnership upon such terms and conditions as may be
negotiated between the Limited Partner or Assignee holding such Limited Partner
Interest or Partnership Units, on the one hand, and the General Partner, on the
other hand, in their sole and absolute discretion. Such a redemption may
include, without limitation, the payment of cash by the Partnership to the
Limited Partner or Assignee, in a lump sum or in installments, or the
distribution in kind of Partnership assets to such Limited Partner or Assignee
(which assets may be encumbered), including assets to be designated by the
Limited Partner or Assignee and acquired (with or without debt financing) by the
Partnership. Upon any such redemption, the Partnership Units



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<PAGE>   44

and Limited Partner Interest redeemed and the applicable Partner Schedule shall
be cancelled and Exhibit A shall be amended as appropriate to reflect such
redemption. In effecting any such redemption by negotiated agreement, none of
the Partnership, the General Partner, the Limited Partner and the Assignee, as
the case may be, shall incur any liability to any other Holder of Partnership
Units or have any duty to offer the same or similar terms for redemption of any
other Limited Partner Interest or Partnership Units.

                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

        SECTION 9.1 RECORDS AND ACCOUNTING

        A. The General Partner shall keep or cause to be kept at the principal
office of the Partnership those records and documents required to be maintained
by the Act and other books and records deemed by the General Partner to be
appropriate 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 8.5.A or Section 9.3 hereof. 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.

        B. 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, or on such other basis as the General Partner
determines to be necessary or appropriate. To the extent permitted by sound
accounting practices and principles, the Partnership and the General Partner may
operate with integrated or consolidated accounting records, operations and
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 ninety (90) days
after the close of each Fiscal Year, the General Partner shall cause to be
mailed to each Limited Partner, of record as of the close of the Fiscal 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 Fiscal Year, presented in accordance with
generally accepted accounting principles. Such statements of the Partnership
need not be audited if such statements are consolidated with audited financial
statements of the General Partner.

        B. As soon as practicable, but in no event later than sixty (60) days
after the close of each calendar quarter (except the last calendar quarter of
each year), the General Partner shall cause to be mailed to each Limited
Partner, of record 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, and such other information as may be required by applicable law
or regulation or as the General Partner determines to be appropriate.

                                   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 with respect to Partnership income, gains, deductions, losses and
other items required of the Partnership for federal and state



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<PAGE>   45

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. The Limited Partners shall promptly provide the General
Partner with such information relating to the Contributed Properties, including
tax basis and other relevant information, as may be reasonably requested by the
General Partner from time to time.

        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, but not limited to, the election to use the
"recurring item" method of accounting provided under Code Section 461(h) with
respect to property taxes imposed on the Partnership's Properties; provided,
however, that, if the "recurring item" method of accounting is elected with
respect to such property taxes, the Partnership shall pay the applicable
property taxes prior to the date provided in Code Section 461(h) for purposes of
determining economic performance; provided, further, that the General Partner
shall make the election under Code Section 754 upon a Permitted Transfer under
Section 11.3.A or upon the death of any Limited Partner. The General Partner
shall have the right to seek to revoke any such election (including, without
limitation, any election under Code Sections 461(h) and 754) upon the General
Partner's determination in its sole and absolute discretion that such revocation
is in the best interests of the Partners; provided, however, that the General
Partner may seek to revoke the election under Code Section 754 only with the
Consent of a Majority in Interest of the Limited 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. 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 and expenses) shall be borne by the Partnership in
addition to any reimbursement pursuant to Section 7.4 hereof. 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. At
the request of any Limited Partner, the General Partner agrees to consult with
such Limited Partner with respect to the preparation and filing of any returns
and with respect to any subsequent audit or litigation relating to such returns;
provided, however, that the filing of such returns shall be in the sole and
absolute discretion of the General Partner.

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

                (1) 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 (i) 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 (ii) who is a "notice partner" (as defined in Code
        Section 6231) or a member of a "notice group" (as defined in Code
        Section 6223(b)(2));

                (2) 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
        United States 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. If the tax matters partner



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<PAGE>   46

        determines that the United States District Court or the United States
        Claims Court is the most appropriate forum in which to seek judicial
        review, the tax matters partner shall notify each Person who was a
        Partner at any time during the Partnership's taxable year to which the
        final adjustment relates of the approximate amount by which such
        Person's tax liability would be increased (based on such assumptions as
        the tax matters partner may in good faith make) if the treatment of
        partnership items on such Person's return was made consistent with the
        treatment of partnership items on the Partnership's return, as adjusted
        by the final adjustment. Unless each such Person deposits with the tax
        matters partner, for deposit with the IRS, the approximate amount of
        such Person's increased tax liability, together with a written agreement
        to make additional deposits if required to satisfy the jurisdictional
        requirements of the Court, within thirty (30) days after the tax matters
        partner's notice to such Person, the tax matters partner shall not seek
        judicial review in such Court. Instead, the tax matters partner may, but
        shall not be obligated to, file a petition in the United States Tax
        Court;

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

                (4) 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;

                (5) to enter into an agreement with the IRS to extend the period
        for assessing any tax that 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

                (6) to take any other action on behalf of the Partners 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 hereof shall be fully applicable to the tax matters partner in
its capacity as such.

        SECTION 10.4 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 Code Section 1441, Code Section 1442, Code Section 1445
or Code Section 1446. 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 that 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 that would, but for such payment, be
distributed to the 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
10.4. In the event that a Limited Partner fails to pay any amounts owed to the
Partnership pursuant to this Section 10.4 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). Any
amounts payable by a Limited Partner hereunder shall bear interest at the base
rate on corporate loans at large United States money center



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<PAGE>   47

commercial banks, as published from time to time in the WALL STREET JOURNAL,
plus four (4) percentage points (but not higher than the maximum lawful rate)
from the date such amount is due (i.e., fifteen (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.

                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

        SECTION 11.1 TRANSFER

        A. No part of the interest of a Partner shall be subject to the claims
of any creditor, to 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.

        SECTION 11.2 TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST

        A. The General Partner may not Transfer any of its General Partner
Interest or withdraw from the Partnership except as provided in Section 11.2.B
hereof.

        B. 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, disposition, statutory merger or consolidation, liquidation or otherwise)
without the Consent of a Majority of Remaining Partners, which Consent may be
given or withheld in their sole and absolute discretion. Upon any Transfer of
such a Partnership Interest pursuant to the Consent of such Partners and
otherwise in accordance with the provisions of this Section 11.2.B, the
transferee shall of the Limited Partners become a successor 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 such Transfer shall relieve the
transferor General Partner of its obligations under this Agreement without the
Consent of the Limited Partners. In the event that the General Partner withdraws
from the Partnership, in violation of this Agreement or otherwise, or otherwise
dissolves or terminates, or upon the bankruptcy of the General Partner, a
Majority of Remaining Partners may elect to continue the Partnership business by
selecting a successor General Partner in accordance with the Act.

        SECTION 11.3 LIMITED PARTNERS' RIGHTS TO TRANSFER

        A. GENERAL. Prior to the end of the first Twelve-Month Period, no
Limited Partner shall Transfer all or any portion of its Partnership Interest to
any transferee without the consent of the General Partner, which consent may be
withheld in its sole and absolute discretion; provided, however, that any
Limited Partner may, at any time, without the consent of the General Partner,
(i) Transfer all or part of its Partnership Interest to any Designated Party,
any Family Member, any Controlled Entity or any Affiliate, provided that the
transferee is, in any such case, a Qualified Transferee, or (ii) pledge (a
"PLEDGE") all or any portion of its Partnership Interest to a lending
institution, that is not an Affiliate of such Limited Partner, as collateral or
security for a bona fide loan or other extension of credit, and Transfer such
pledged Partnership Interest to such lending institution in connection with the
exercise of remedies under such loan or extension or credit (any Transfer or
Pledge permitted by this proviso is hereinafter referred to as a "PERMITTED
TRANSFER"). After such first Twelve-Month Period, each Limited Partner,



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<PAGE>   48

and each transferee of Partnership Units or Assignee pursuant to a Permitted
Transfer, shall have the right to Transfer all or any portion of its Partnership
Interest to any Person, subject to the provisions of Section 11.6 hereof and to
satisfaction of each of the following conditions:

                (1) 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 (i) the identity of the
        proposed transferee and (ii) the amount and type of consideration
        proposed to be received for the Transferred Partnership Units. The
        General Partner shall have ten (10) Business 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) Business Days after
        giving notice of such election; provided, however, that such closing may
        be deferred to the extent necessary to effect compliance with the
        Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and
        any other applicable requirements of law. If it does not so elect, the
        Transferring Partner may Transfer such Partnership Units to a third
        party, on terms no more favorable to the transferee than the proposed
        terms, subject to the other conditions of this Section 11.3.

                (2) QUALIFIED TRANSFEREE. Any Transfer of a Partnership Interest
        shall be made only to a single Qualified Transferee; provided, however,
        that, for such purposes, all Qualified Transferees that are Affiliates,
        or that comprise investment accounts or funds managed by a single
        Qualified Transferee and its Affiliates, shall be considered together to
        be a single Qualified Transferee; provided, further, that each Transfer
        meeting the minimum Transfer restriction of Section 11.3.A(3) hereof may
        be to a separate Qualified Transferee.

                (3) MINIMUM TRANSFER RESTRICTION. Any Transferring Partner must
        Transfer not less than the lesser of (i) five thousand (5,000)
        Partnership Units (or such lesser number as to which the General Partner
        has consented in writing) or (ii) all of the remaining Partnership Units
        owned by such Transferring Partner; provided, however, that, for
        purposes of determining compliance with the foregoing restriction, all
        Partnership Units owned by Affiliates of a Limited Partner shall be
        considered to be owned by such Limited Partner.

                (4) TRANSFEREE AGREEMENT TO EFFECT A REDEMPTION. Any proposed
        transferee shall deliver to the General Partner a written agreement
        reasonably satisfactory to the General Partner to the effect that the
        transferee will, within six (6) months after consummation of the
        Partnership Units Transfer, tender its Partnership Units for Redemption
        in accordance with the terms of the Redemption rights provided in
        Section 8.6 hereof.

                (5) EXCEPTION FOR PERMITTED TRANSFERS. The conditions of
        Sections 11.3.A(1) through 11.3.A(4) hereof shall not apply in the case
        of a Permitted Transfer.

It is a condition to any Transfer otherwise permitted hereunder (whether or not
such Transfer is a Permitted Transfer or is effected during or after the first
Twelve-Month Period) that the transferee assume 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. Notwithstanding
the foregoing, any transferee of any Transferred Partnership Interest shall be
subject to any and all ownership limitations (including, without limitation, the
Ownership Limit) contained in the Charter that may limit or restrict such
transferee's ability to exercise its Redemption rights, including, without
limitation, the Ownership Limit. 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 hereof.

        B. INCAPACITY. 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



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<PAGE>   49

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 its
interest in the Partnership. The Incapacity of a Limited Partner, in and of
itself, shall not dissolve or terminate the Partnership.

        C. OPINION OF COUNSEL. In connection with any Transfer of a Limited
Partner Interest, the General Partner shall have the right to receive an opinion
of counsel reasonably satisfactory to it to the effect that the proposed
Transfer may be effected without registration under the Securities Act and will
not otherwise violate any federal or state securities laws or regulations
applicable to the Partnership or the Partnership Interests Transferred. If, in
the opinion of such counsel, such Transfer would require the filing of a
registration statement under the Securities Act or would otherwise violate any
federal or state securities laws or regulations applicable to the Partnership or
the Partnership Units, the General Partner may prohibit any Transfer otherwise
permitted under this Section 11.3 by a Limited Partner of Partnership Interests.

        D. ADVERSE TAX CONSEQUENCES. No Transfer by a Limited Partner of its
Partnership Interests (including any Redemption, any other acquisition of
Partnership Units by the General Partner or any acquisition of Partnership Units
by the Partnership) may be made to any person if (i) in the opinion of legal
counsel for the Partnership, it would result in the Partnership being treated as
an association taxable as a corporation, or (ii) such Transfer is effectuated
through an "established securities market" or a "secondary market (or the
substantial equivalent thereof)" within the meaning of Code Section 7704.

        SECTION 11.4 SUBSTITUTED LIMITED PARTNERS

        A. No Limited Partner shall have the right to substitute a transferee
(including any Designated Party or other transferees pursuant to Transfers
permitted by Section 11.3 hereof) as a Limited Partner in its place. A
transferee (including, but not limited to, any Designated Party) of the interest
of a Limited Partner may be admitted as a Substituted Limited Partner only with
the Consent of the General Partner, which Consent may be given or withheld by
the General Partner in its sole and absolute discretion (or in the reasonable
discretion of the General Partner if the Partnership receives an opinion from
counsel for the Partnership that conditioning the admittance of a transferee as
a Substituted Limited Partner upon the sole and absolute discretion of the
General Partner is no longer necessary under federal or state tax laws or
regulations), provided, however, that such consent shall be granted to
transferees under pledges or other collateral transfers effected by a Limited
Partner to secure the repayment of a loan or other obligation; provided,
further, however, that each such pledgee shall agree in writing, prior to
admittance of such pledgee or purchaser from such pledgee as a Substituted
Limited Partner, to (i) subordinate its rights with respect to the pledged
interest to any and all rights granted by the pledging Limited Partner to the
Partnership, whether or not such rights constitute perfected security interests
in favor of the Partnership, including, without limitation, any rights to
withhold, restrict or offset distributions in respect of such pledged interest
under the terms of any agreement between the Partnership and the pledging
Limited Partner, and (ii) to defer the exercise of its rights as a secured
creditor to realize upon the collateral in the case of an event of default until
the expiration of any applicable "lock-up" period under the terms of any
agreement between the Partnership and the pledging Limited Partner. The failure
or refusal by the General Partner 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 the General Partner, except where such failure
or refusal breaches the provisions hereinabove contained. Subject to the
foregoing, an Assignee shall not be admitted as a Substituted Limited Partner
until and unless it furnishes to the General Partner (i) evidence of acceptance,
in form and substance satisfactory to the General Partner, of all the terms,
conditions and applicable obligations of this Agreement, including, without
limitation, the power of attorney granted in Section 2.4 hereof, (ii) a Partner
Schedule executed by such Assignee and (iii) such other documents and
instruments as may be required or advisable, in the sole and absolute discretion
of the General Partner, to effect such Assignee's admission as a Substituted
Limited 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.



                                       45

<PAGE>   50
        C. Upon the admission of a Substituted Limited Partner, the General
Partner shall amend Exhibit A to reflect the name and address of such
Substituted Limited Partner and to eliminate, if necessary, the name and address
of the predecessor of such Substituted Limited Partner. In addition, the
Substituted Limited Partner and the General Partner shall execute a Partner
Schedule with respect to such Substituted Limited Partner, which Partner
Schedule shall supersede, to the extent necessary, the Partner Schedule for the
predecessor of such Substituted Limited Partner.

        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 hereof
as a Substituted Limited Partner, as described in Section 11.4 hereof, 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 and other items of
income, gain, loss, deduction and credit of the Partnership attributable to the
Partnership Units assigned to such transferee and the rights to Transfer the
Partnership Units provided in this Article 11, but shall not be deemed to be a
holder of Partnership Units for any other purpose under this Agreement (other
than as expressly provided in Section 8.6 hereof with respect to a Qualifying
Party that becomes a Tendering Party), and shall not be entitled to effect a
Consent or vote with respect to such Partnership Units on any matter presented
to the Limited Partners for approval (such right to Consent or vote, to the
extent provided in this Agreement or under the Act, fully remaining with the
transferor Limited Partner). In the event that 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.

        SECTION 11.6 GENERAL PROVISIONS

        A. No Limited Partner may withdraw from the Partnership other than as a
result of a permitted Transfer of all of such Limited Partner's Partnership
Units in accordance with this Article 11, with respect to which the transferee
becomes a Substituted Limited Partner, or pursuant to a Redemption (or
acquisition by the General Partner) of all of its Partnership Units under
Section 8.6 hereof.

        B. Any Limited Partner who shall Transfer all of its Partnership Units
in a Transfer (i) permitted pursuant to this Article 11 where such transferee
was admitted as a Substituted Limited Partner, (ii) pursuant to the exercise of
its rights to effect a Redemption of all of its Partnership Units under Section
8.6 hereof or (iii) to the General Partner, whether or not pursuant to Section
8.6.B hereof, shall cease to be a Limited Partner.

        C. If any Partnership Unit is Transferred in compliance with the
provisions of this Article 11, or is redeemed by the Partnership or acquired by
the General Partner pursuant to Section 8.6 hereof, on any day other than the
first day of a Fiscal Year, then Net Income, Net Loss, each item thereof and all
other items of income, gain, loss, deduction and credit attributable to such
Partnership Unit for such Fiscal Year shall be allocated to the transferor
Partner or the Tendering Party, as the case may be, and, in the case of a
Transfer or assignment other than a Redemption, to the transferee Partner
(including, without limitation, the General Partner in the case of an
acquisition of Partnership Units pursuant to Section 8.6 hereof) or Assignee, by
taking into account their varying interests during the Fiscal Year in accordance
with Code Section 706(d), using the "daily proration" or "interim closing of the
books" method or another permissible method selected by the General Partner.
Solely for purposes of making such allocations, the General Partner, in its sole
and absolute discretion, may determine that each of such items for the calendar
month in which a Transfer occurs shall be allocated to the transferee Partner or
Assignee and none of such items for the calendar month in which a Transfer or a
Redemption occurs shall be allocated to the transferor Partner or the
Tendering Party, as the case may be, if such Transfer occurs on or before the
fifteenth (15th) day of the month; otherwise such items for such calendar month
shall be allocated to the transferor. All distributions of Available Cash
attributable to such Partnership Unit with respect to which the Partnership
Record Date is before the date of such Transfer, assignment or Redemption shall
be made to the transferor Partner or the 


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<PAGE>   51
Tendering Party, as the case may be, and, in the case of a Transfer other than a
Redemption, all distributions of Available Cash thereafter attributable to such
Partnership Unit shall be made to the transferee Partner or Assignee.

        D. In addition to any other restrictions on Transfer herein contained,
in no event may any Transfer or assignment of a Partnership Interest by any
Partner or Assignee (including any Redemption, any acquisition of Partnership
Units by the General Partner or any other acquisition of Partnership Units by
the Partnership) be made:

                (a) to any person or entity who lacks the legal right, power or
        capacity to own a Partnership Interest;

                (b) in violation of applicable law;

                (c) in the event that such Transfer would cause the General
        Partner to cease to comply with the REIT Requirements;

                (d) if such Transfer would, in the opinion of counsel to the
        Partnership or the General Partner, cause an increased tax liability to
        any other Partner or Assignee as a result of the termination of the
        Partnership, in either case for federal or state income tax purposes
        (except as a result of the Redemption (or acquisition by the General
        Partner) of all Partnership Units held by all Limited Partners);

                (e) if such Transfer would, in the opinion of legal counsel to
        the Partnership, cause the Partnership either (i) to cease to be
        classified as a partnership or (ii) to be classified as a publicly
        traded partnership treated as a corporation, in either case for federal
        income tax purposes (except as a result of the Redemption (or
        acquisition by the General Partner) of all Partnership Units held by all
        Limited Partners);

                (f) 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 ERISA Section 3(14)) or a
        "disqualified person" (as defined in Code Section 4975(c));

                (g) if such Transfer would, in the opinion of legal 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
        Labor Regulations Section 2510.2-101;

                (h) if such Transfer requires the registration of such
        Partnership Interest pursuant to any applicable federal or state
        securities laws;

                (i) if such Transfer causes the Partnership (as opposed to the
        General Partner) to become a reporting company under the Exchange Act;
        or

                (j) if such Transfer subjects the Partnership to regulation
        under the Investment Company Act of 1940, the Investment Advisors Act of
        1940 or ERISA, each as amended.

                                   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 hereof who is proposed to be admitted as a successor
General Partner shall be admitted to the Partnership as the General Partner,
effective immediately prior to such Transfer. Any such successor shall carry on
the business of the Partnership without dissolution. In each case, the admission
shall be subject to the successor General Partner



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<PAGE>   52

executing and delivering to the Partnership an acceptance of all of the terms,
conditions and applicable obligations of this Agreement and such other documents
or instruments as may be required to effect the admission.

        SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS

        A. A Person (other than an existing Partner) 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 and
substance satisfactory to the General Partner, of all of the terms, conditions
and applicable of this Agreement, including, without limitation, the power of
attorney granted in Section 2.4 hereof, (ii) a Partner Schedule executed by such
Person and (iii) such other documents or instruments as may be required in the
sole and absolute 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 consent of the General Partner to such admission.

        C. If any Additional Limited Partner is admitted to the Partnership on
any day other than the first day of a Fiscal Year, then Net Income, Net Losses,
each item thereof and all other items of income, gain, loss, deduction and
credit allocable among Partners and Assignees for such Fiscal Year shall be
allocated among such Additional Limited Partner and all other Partners and
Assignees by taking into account their varying interests during the Fiscal Year
in accordance with Code Section 706(d), using the "interim closing of the books"
method or another permissible method selected by the General Partner. Solely for
purposes of making such allocations, each of such items for the calendar month
in which an admission of any Additional Limited Partner occurs shall be
allocated among all the Partners and Assignees including such Additional Limited
Partner, in accordance with the principles described in Section 11.6.C hereof.
All distributions of Available Cash with respect to which the Partnership Record
Date is before the date of such admission shall be made solely to Partners and
Assignees other than the Additional Limited Partner, and all distributions of
Available Cash thereafter shall be made to all the Partners and Assignees
including such Additional Limited Partner.

        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
hereof.

        SECTION 12.4 LIMIT ON NUMBER OF PARTNERS

        No Person shall be admitted to the Partnership as a Substituted Limited
Partner or an Additional Limited Partner if the effect of such admission would
be to cause the Partnership to have more than five hundred (500) Partners,
including as Partners for this purpose those Persons indirectly owning an
interest in the Partnership through another partnership, a limited liability
company, a subchapter S corporation or a grantor trust, or otherwise cause the
Partnership to become a reporting company under the Exchange Act, if such
admission would, in the opinion of legal counsel to the Partnership, cause the
Partnership either (i) to cease to be classified as a partnership or (ii) to be
classified as a publicly traded partnership treated as a corporation, in either
case for federal income tax purposes (except as a result of the Redemption (or
acquisition by the General Partner) of all Partnership Units held by all Limited
Partners)



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<PAGE>   53

                                   ARTICLE 13
                    DISSOLUTION, LIQUIDATION AND TERMINATION

        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 accordance with the terms of this Agreement. Upon
the withdrawal of the General Partner, any successor General Partner shall
continue the business of the Partnership without dissolution. However, the
Partnership shall dissolve, and its affairs shall be wound up, upon the first to
occur of any of the following (each a "LIQUIDATING EVENT"):

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

                B. an event of withdrawal, as defined in the Act (including,
        without limitation, bankruptcy), of the sole General Partner unless,
        within ninety (90) days after the withdrawal, a Majority of 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 successor General Partner;

                C. an election to dissolve the Partnership made by the General
        Partner, with the Consent of a Majority in Interest of the Limited
        Partners;

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

                E. the occurrence of a Terminating Capital Transaction; or

                F. the Redemption (or acquisition by the General Partner) of all
        Partnership Units other than Partnership Units held by the General
        Partner.

        Section 13.1.B shall be of no further force or effect on the date that
the Partnership receives an opinion from counsel for the Partnership that such
provision is no longer necessary for federal or state tax laws or regulations.

        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.
After the occurrence of a Liquidating Event, 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 that there is no remaining General Partner or the General Partner has
dissolved, become bankrupt within the meaning of the Act or ceased to operate,
any Person elected by a Majority in Interest of the Limited Partners (the
General Partner or such other Person being referred to herein as the
"LIQUIDATOR")) shall be responsible for overseeing the winding up and
dissolution of the Partnership and shall take full account of the Partnership's
liabilities and property, 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 in the General Partner) shall be applied and distributed
in the following order:

               (1) First, to the satisfaction of all of the Partnership's debts
        and liabilities to creditors other than the Partners and their Assignees
        (whether by payment or the making of reasonable provision for payment
        thereof);



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<PAGE>   54

               (2) Second, to the satisfaction of all of the Partnership's debts
        and liabilities to the General Partner (whether by payment or the making
        of reasonable provision for payment thereof), including, but not limited
        to, amounts due as reimbursements under Section 7.4 hereof;

               (3) Third, to the satisfaction of all of the Partnership's debts
        and liabilities to the other Partners and any Assignees (whether by
        payment or the making of reasonable provision for payment thereof); and

               (4) The balance, if any, to the General Partner, the Limited
        Partners and any Assignees in accordance with and proportion to their
        positive Capital Account balances, after giving effect to all
        contributions, distributions and allocations for all periods.

The General Partner shall not receive any additional compensation for any
services performed pursuant to this Article 13.

        B. Notwithstanding the provisions of Section 13.2.A hereof that 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 hereof, 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. In the event that 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 Partners and Assignees that have positive
Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2)
to the extent of, and in proportion to, positive Capital Account balances. If
any Partner has a deficit balance in its Capital Account (after giving effect to
all contributions, distributions and allocations for all 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. In
the sole and absolute discretion of the General Partner or the Liquidator, a pro
rata portion of the distributions that would otherwise be made to the Partners
pursuant to this Article 13 may be withheld or escrowed to provide a reasonable
reserve for Partnership liabilities (contingent or otherwise) and to reflect the
unrealized portion of any installment obligations owed to the Partnership,
provided that such withheld or escrowed amounts shall be distributed to the
General Partner and Limited Partners and Assignees in the manner and order of
priority set forth in Section 13.2.A hereof as soon as practicable.

        SECTION 13.3 DEEMED DISTRIBUTION AND RECONTRIBUTION

        Notwithstanding any other provision of this Article 13, in the event
that 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,
for federal and state income tax purposes, the Partnership, and the Partners and
the Assignees shall be deemed to have made such transfers of assets, liabilities
and partnership interests as are provided in Regulations Section
1.708-1(b)(i)(iv); provided, however, that nothing in this Section 13.4 shall be
deemed to have constituted any Assignee as a Substituted Limited Partner without
compliance with the provisions of Section 11.4 hereof.



                                       50

<PAGE>   55

        SECTION 13.4 RIGHTS OF LIMITED PARTNERS

        Except as otherwise provided in this Agreement, (a) each Limited Partner
shall look solely to the assets of the Partnership for the return of its Capital
Contribution, (b) no Limited Partner shall have the right or power to demand or
receive property other than cash from the Partnership and (c) no Limited Partner
shall have priority over any other Limited Partner as to the return of its
Capital Contributions, distributions or allocations.

        SECTION 13.5 NOTICE OF DISSOLUTION

        In the event that a Liquidating Event occurs or an event occurs that
would, but for an election or objection by one or more Partners pursuant to
Section 13.1 hereof, 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, in the General Partner's sole and absolute
discretion or as required by the Act, to all other parties with whom the
Partnership regularly conducts business (as determined in the sole and absolute
discretion of the General Partner), and the General Partner may, or, if required
by the Act, shall, publish notice thereof in a newspaper of general circulation
in each place in which the Partnership regularly conduct business (as determined
in the sole and absolute discretion of the General Partner).

        SECTION 13.6 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP

        Upon the completion of the liquidation of the Partnership cash and
property as provided in Section 13.2 hereof, the Partnership shall be
terminated, a certificate of cancellation shall be filed with the State of
Delaware, all qualifications of the Partnership as a foreign limited partnership
or association in jurisdictions other than the State of Delaware shall be
cancelled, and such other actions as may be necessary to terminate the
Partnership shall be taken.

        SECTION 13.7 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 hereof, 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.

                                   ARTICLE 14
                       PROCEDURES FOR ACTIONS AND CONSENTS
                        OF PARTNERS; AMENDMENTS; MEETINGS

        SECTION 14.1 PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS

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

        SECTION 14.2 AMENDMENTS

        Amendments to this Agreement may be proposed by the General Partner or
by a Majority in Interest of the Limited Partners. Following such proposal, the
General Partner shall submit any proposed amendment to the Limited Partners. The
General Partner shall seek the written consent of the Limited Partners on the
proposed amendment or shall call a meeting to vote thereon and to transact any
other business that the General Partner may deem appropriate. The affirmative
vote or consent, as applicable, of the General Partner and a Majority in
Interest of the Limited Partners is required for the approval of a proposed
amendment. For purposes of 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
that is consistent with the General



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<PAGE>   56

Partner's recommendation with respect to the proposal; provided, however, that
an action shall become effective at such time as requisite consents are received
even if prior to such specified time.

        SECTION 14.3 MEETINGS OF 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
a Majority in Interest of 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 (7) 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 or Consent of 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 14.3.B
hereof.

        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 Partners holding a majority of the Partnership
Units (or such other percentage 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 Partners
holding a majority of the Partnership Units (or such other percentage as is
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 its
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 (or there is
receipt of a proxy authorizing a later date). Every proxy shall be revocable at
the pleasure of the Limited Partner executing it, such revocation to be
effective upon the Partnership's receipt of written notice of such revocation
from the Limited Partner executing such proxy.

        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 in its sole and absolute discretion. Without limitation, meetings of
Partners may be conducted in the same manner as meetings of the General
Partner's shareholders and may be held at the same time as, and as part of, the
meetings of the General Partner's shareholders.

                                   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 made when delivered in person or when sent by first
class United States mail or by other means of written communication (including
by telecopy, facsimile, or commercial courier service) (i) in the case of a
Partner, to such Partner at the address set forth in Exhibit A (or, if Exhibit A
has not been amended to reflect the address of any such Partner, the Partner
Schedule with respect to such Partner) or such other address of which the
Partner shall notify the General Partner in writing and (ii) in the case of an
Assignee, to the address of which such Assignee 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



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<PAGE>   57

hereof. Except as specifically provided otherwise, references to "Articles" or
"Sections" are to Articles and Sections of this Agreement.

        SECTION 15.3 PRONOUNS AND PLURALS

        Whenever the context may require, any pronouns 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 and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

        SECTION 15.6 WAIVER

        A. No failure 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 a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

        B. The restrictions, conditions and other limitations on the rights and
benefits of the Limited Partners contained in this Agreement, and the
representations, duties, covenants and other requirements of performance or
notice by the Limited Partners, are for the benefit of the Partnership and,
except for an obligation to pay money to the Partnership, may be waived or
relinquished by the General Partner, in its sole and absolute discretion, on
behalf of the Partnership in one or more instances from time to time and at any
time; provided, however, that any such waiver or relinquishment may not made if
it would have the effect of (i) creating liability for any other Limited
Partner, (ii) causing the Partnership to cease to qualify as a limited
partnership, (iii) reducing the amount of cash otherwise distributable to the
Limited Partners, (iv) resulting in the classification of the Partnership as an
association or publicly traded partnership taxable as a corporation or (v)
violating the Securities Act, the Exchange Act or any state "blue sky" or other
securities laws; provided, further, that any waiver relating to compliance with
the Ownership Limit or other restrictions in the Charter shall be made and shall
be effective only as provided in the Charter.

        SECTION 15.7  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 are not signatories to the original or the
same counterpart. Each party shall become bound by this Agreement immediately
upon affixing its signature hereto or upon execution of a Partner Schedule.

        SECTION 15.8 APPLICABLE LAW

        This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law. In the event of a conflict between any provision of this
Agreement and any non-mandatory provision of the Act, the provisions of this
Agreement shall control and take precedence.



                                       53

<PAGE>   58

        SECTION 15.9 ENTIRE AGREEMENT

        This Agreement contains all of the understandings and agreements between
and among the Partners with respect to the subject matter of this Agreement and
the rights, interests and obligations of the Partners with respect to the
Partnership.

        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

        Notwithstanding anything else in this Agreement, to the extent that the
amount paid, credited, distributed or reimbursed by the Partnership to, for or
with respect to any REIT Partner or its officers, directors, employees or
agents, whether as a reimbursement, fee, expense or indemnity (a "REIT
PAYMENT"), would constitute gross income to the REIT Partner for purposes of
Code Section 856(c)(2) or Code Section 856(c)(3), then, notwithstanding any
other provision of this Agreement, the amount of such REIT Payments, as selected
by the General Partner in its discretion from among items of potential
distribution, reimbursement, fees, expenses and indemnities, shall be reduced
for any Fiscal Year so that the REIT Payments, as so reduced, to, for or with
respect to such REIT Partner shall not exceed the lesser of:

               (a) an amount equal to the excess, if any, of (i) four and
        nine-tenths percent (4.9%) of the REIT Partner's total gross income (but
        excluding the amount of any REIT Payments) for the Fiscal Year that is
        described in subsections (A) through (H) of Code Section 856(c)(2) over
        (ii) the amount of gross income (within the meaning of Code Section
        856(c)(2)) derived by the REIT Partner from sources other than those
        described in subsections (A) through (H) of Code Section 856(c)(2) (but
        not including the amount of any REIT Payments); or

               (b) an amount equal to the excess, if any, of (i) twenty-four
        percent (24%) of the REIT Partner's total gross income (but excluding
        the amount of any REIT Payments) for the Fiscal Year that is described
        in subsections (A) through (I) of Code Section 856(c)(3) over (ii) the
        amount of gross income (within the meaning of Code Section 856(c)(3))
        derived by the REIT Partner from sources other than those described in
        subsections (A) through (I) of Code Section 856(c)(3) (but not including
        the amount of any REIT Payments);

provided, however, that REIT Payments in excess of the amounts set forth in
clauses (a) and (b) 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 shall not adversely affect the REIT Partner's ability to qualify as a
REIT. To the extent that REIT Payments may not be made in a Fiscal Year as a
consequence of the limitations set forth in this Section 15.11, such REIT
Payments shall carry over and shall be treated as arising in the following
Fiscal Year. The purpose of the limitations contained in this Section 15.11 is
to prevent any REIT Partner from failing to qualify as a REIT under the Code by
reason of such REIT Partner's share of items, including distributions,
reimbursements, fees, expenses or indemnities, receivable directly or indirectly
from the Partnership, and this Section 15.11 shall be interpreted and applied to
effectuate such purpose.

        SECTION 15.12 NO PARTITION

        No Partner nor any successor-in-interest to a Partner shall have the
right while this Agreement remains in effect to have any property of the
Partnership partitioned, or to file a complaint or institute to any proceeding
at law or in equity to have such property of the Partnership partitioned, and
each Partner, on behalf of itself and its successors and assigns hereby waives
any such right. It is the intention of the Partners that the rights of the
parties hereto and their successors-in-interest to Partnership property, as
among themselves, shall be governed by the terms



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<PAGE>   59

of this Agreement, and that the rights of the Partners and their
successors-in-interest shall be subject to the limitations and restrictions as
set forth in this Agreement.

        SECTION 15.13 NO THIRD-PARTY RIGHTS CREATED HEREBY

        The provisions of this Agreement are solely for the purpose of defining
the interests of the Partners, inter se; and no other person, firm or entity
(i.e., a party who is not a signatory hereto or a permitted successor to such
signatory hereto) shall have any right, power, title or interest by way of
subrogation or otherwise, in and to the rights, powers, title and provisions of
this Agreement. No creditor or other third party having dealings with the
Partnership shall have the right to enforce the right or obligation of any
Partner to make Capital Contributions or loans to the Partnership or to pursue
any other right or remedy hereunder or at law or in equity. None of the rights
or obligations of the Partners herein set forth to make Capital Contributions or
loans to the Partnership shall be deemed an asset of the Partnership for any
purpose by any creditor or other third party, nor may any such rights or
obligations be sold, transferred or assigned by the Partnership or pledged or
encumbered by the Partnership to secure any debt or other obligation of the
Partnership or any of the Partners.

        IN WITNESS WHEREOF, the General Partner and the Limited Partners have
adopted this Agreement as of the date first written above by the affirmative
vote of the General Partner and a Majority in Interest of the Limited Partners,
and the General Partner has executed this Agreement as of the date first written
above.

                                   GENERAL PARTNER:

                                   EXCEL REALTY TRUST, INC.



                                   By______________________________________




                                       55