<PAGE>   1
                                                                    EXHIBIT 10.1




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

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                        EOP OPERATING LIMITED PARTNERSHIP

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







<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
ARTICLE I DEFINED TERMS..............................................................................1
ARTICLE II ORGANIZATIONAL MATTERS....................................................................13
      Section 2.1 Organization.......................................................................13
      Section 2.2 Name...............................................................................13
      Section 2.3 Registered Office and Agent; Principal Office......................................13
      Section 2.4 Term...............................................................................14
ARTICLE III PURPOSE..................................................................................14
      Section 3.1 Purpose and Business...............................................................14
      Section 3.2 Powers.............................................................................14
ARTICLE IV CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS..............................14
      Section 4.1 Capital Contributions of the Partners..............................................14
      Section 4.2 Issuances of Partnership Interests.................................................15
      Section 4.3 No Preemptive Rights...............................................................16
      Section 4.4 Other Contribution Provisions......................................................16
      Section 4.5 No Interest on Capital.............................................................17
ARTICLE V DISTRIBUTIONS..............................................................................17
      Section 5.1 Requirement and Characterization of Distributions..................................17
      Section 5.2 Amounts Withheld...................................................................20
      Section 5.3 Distributions Upon Liquidation.....................................................20
      Section 5.4 Revisions to Reflect Issuance of Partnership Interests.............................20
ARTICLE VI ALLOCATIONS...............................................................................20
      Section 6.1 Allocations For Capital Account Purposes...........................................20
      Section 6.2 Revisions to Allocations to Reflect Issuance of Partnership Interests..............21
ARTICLE VII MANAGEMENT AND OPERATIONS OF BUSINESS....................................................22
      Section 7.1 Management.........................................................................22
      Section 7.2 Certificate of Limited Partnership.................................................26
      Section 7.3 Title to Partnership Assets........................................................26
      Section 7.4 Reimbursement of the General Partners..............................................26
      Section 7.5 Outside Activities of the General Partners; Relationship of Shares to
               Partnership Units; Funding Debt.......................................................28
      Section 7.6 Transactions with Affiliates.......................................................29
      Section 7.7 Indemnification....................................................................30
      Section 7.8 Liability of the General Partners..................................................32
      Section 7.9 Other Matters Concerning the General Partners......................................32
      Section 7.10 Reliance by Third Parties.........................................................34
      Section 7.11 Restrictions on General Partners' Authority.......................................34
      Section 7.12 Loans by Third Parties............................................................35
      Section 7.13 Actions of the General Partners...................................................35
ARTICLE VIII RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS..............................................36
      Section 8.1 Limitation of Liability............................................................36
      Section 8.2 Management of Business.............................................................36
      Section 8.3 Outside Activities of Limited Partners.............................................36
      Section 8.4 Return of Capital..................................................................36
      Section 8.5 Rights of Limited Partners Relating to the Partnership.............................37
      Section 8.6 Redemption Right...................................................................38
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>                                                                                                  <C>
ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS....................................................40
      Section 9.1 Records and Accounting.............................................................40
      Section 9.2 Fiscal Year........................................................................40
      Section 9.3 Reports............................................................................41
ARTICLE X TAX MATTERS................................................................................41
      Section 10.1 Preparation of Tax Returns........................................................41
      Section 10.2 Tax Elections.....................................................................41
      Section 10.3 Tax Matters Partner...............................................................41
      Section 10.4 Organizational Expenses...........................................................43
      Section 10.5 Withholding.......................................................................43
ARTICLE XI TRANSFERS AND WITHDRAWALS.................................................................44
      Section 11.1 Transfer..........................................................................44
      Section 11.2 Transfers of Partnership Interests of General Partners............................44
      Section 11.3 Limited Partners' Rights to Transfer..............................................45
      Section 11.4 Substituted Limited Partners......................................................47
      Section 11.5 Assignees.........................................................................47
      Section 11.6 General Provisions................................................................48
ARTICLE XII ADMISSION OF PARTNERS....................................................................50
      Section 12.1 Admission of a Successor General Partner..........................................50
      Section 12.2 Admission of Additional Limited Partners..........................................50
      Section 12.3 Amendment of Agreement and Certificate of Limited Partnership.....................51
ARTICLE XIII DISSOLUTION AND LIQUIDATION.............................................................51
      Section 13.1 Dissolution.......................................................................51
      Section 13.2 Winding Up........................................................................52
      Section 13.3 Compliance with Timing Requirements of Regulations................................53
      Section 13.4 Deemed Distribution and Recontribution............................................53
      Section 13.5 Rights of Limited Partners........................................................53
      Section 13.6 Notice of Dissolution.............................................................54
      Section 13.7 Cancellation of Certificate of Limited Partnership................................54
      Section 13.8 Reasonable Time for Winding Up....................................................54
      Section 13.9 Waiver of Partition...............................................................54
      Section 13.10 Liability of Liquidator..........................................................54
ARTICLE XIV AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS.............................................54
      Section 14.1 Amendments........................................................................54
      Section 14.2 Meetings of the Partners..........................................................56
ARTICLE XV GENERAL PROVISIONS........................................................................57
      Section 15.1 Addresses and Notice..............................................................57
      Section 15.2 Titles and Captions...............................................................57
      Section 15.3 Pronouns and Plurals..............................................................57
      Section 15.4 Further Action....................................................................57
      Section 15.5 Binding Effect....................................................................57
      Section 15.6 Creditors.........................................................................57
      Section 15.7 Waiver............................................................................57
      Section 15.8 Counterparts......................................................................58
      Section 15.9 Applicable Law....................................................................58
      Section 15.10 Invalidity of Provisions.........................................................58
      Section 15.11 Power of Attorney................................................................58
      Section 15.12 Entire Agreement.................................................................59
</TABLE>


                                      -ii-
<PAGE>   4

<TABLE>
<S>                                                                                                  <C>
      Section 15.13 No Rights as Shareholders........................................................59
      Section 15.14 Limitation to Preserve REIT Status...............................................60
</TABLE>


                                     -iii-
<PAGE>   5
                                    EXHIBIT A
                       PARTNERS AND PARTNERSHIP INTERESTS

                                    EXHIBIT B
                           CAPITAL ACCOUNT MAINTENANCE

                                    EXHIBIT C
                            SPECIAL ALLOCATION RULES

                                    EXHIBIT D
                              NOTICE OF REDEMPTION

                                    EXHIBIT E
                          VALUE OF CONTRIBUTED PROPERTY


                                      -iv-
<PAGE>   6
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        EOP OPERATING LIMITED PARTNERSHIP


                  THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 3,
1997, is entered into by and among Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership II, an Illinois limited partnership, and Equity
Office Properties Trust, a Maryland real estate investment trust, as the General
Partners, and the Persons whose names are set forth on Exhibit A hereto as
Limited Partners, together with any other Persons who become Partners in the
Partnership as provided herein.

                  NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
form the Partnership as a limited partnership under the Delaware Revised Uniform
Limited Partnership Act, as amended from time to time, as follows:

                                    ARTICLE I
                                  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.

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

                  "Adjusted Capital Account" means the Capital Account
maintained for each Partner as of the end of each Partnership Year (i) increased
by any amounts which such Partner is obligated to restore pursuant to any
provision of this Agreement or 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) and (ii) decreased by the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

                  "Adjusted Capital Account Deficit" means, with respect to any
Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account
as of the end of the relevant Partnership Year.

                  "Adjusted Property" means any property the Carrying Value of
which has been adjusted pursuant to Exhibit B.

                  "Adjustment Date" has the meaning set forth in Section 4.2.B.
<PAGE>   7
                  "Affiliate" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, (ii) any Person owning or controlling ten percent (10%) or more of
the outstanding voting interests of such Person, (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests or
(iv) any officer, director, general partner or trustee of such Person or any
Person referred to in clauses (i), (ii), and (iii) above. For purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Agreed Value" means (i) in the case of any Contributed
Property contributed to the Partnership as part of or in connection with the
Consolidation, the amount set forth on Exhibit E as the Agreed Value of such
Property; (ii) in the case of any other Contributed Property, the 704(c) Value
of such property as of the time of its contribution to the Partnership, reduced
by any liabilities either assumed by the Partnership upon such contribution or
to which such property is subject when contributed; and (iii) in the case of any
property distributed to a Partner by the Partnership, the Partnership's Carrying
Value of such property at the time such property is distributed, reduced by any
indebtedness either assumed by such Partner upon such distribution or to which
such property is subject at the time of distribution as determined under Section
752 of the Code and the regulations thereunder.

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

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

                  "Available Cash" means, with respect to any period for which
such calculation is being made:

                  (a) all cash revenues and funds received by the Partnership
from whatever source (excluding the proceeds of any Capital Contribution) plus
the amount of any reduction (including, without limitation, a reduction
resulting because the Managing General Partner determines such amounts are no
longer necessary) in reserves of the Partnership, which reserves are referred to
in clause (b)(iv) below;

                  (b) less the sum of the following (except to the extent made
with the proceeds of any Capital Contribution):

                           (i) all interest, principal and other debt payments
made during such period by the Partnership,

                           (ii) all cash expenditures (including capital
expenditures) made by the Partnership during such period,

                           (iii) investments in any entity (including loans made
thereto) to the extent that such investments are permitted under this Agreement
and are not otherwise described in clauses (b)(i) or (ii), and


                                      -2-
<PAGE>   8
                           (iv) the amount of any increase in reserves
established during such period which the Managing General Partner determines is
necessary or appropriate in its sole and absolute discretion.

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

                  "Book-Tax Disparities" means, with respect to any item of
Contributed Property or Adjusted Property, as of the date of any determination,
the difference between the Carrying Value of such Contributed Property or
Adjusted Property and the adjusted basis thereof for federal income tax purposes
as of such date. A Partner's share of the Partnership's Book-Tax Disparities in
all of its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to Exhibit B and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal income
tax accounting principles.

                  "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in Chicago, Illinois are authorized or
required by law to close.

                  "Capital Account" means the Capital Account maintained for a
Partner pursuant to Exhibit B.

                  "Capital Contribution" means, with respect to any Partner, any
cash, cash equivalents or the Agreed Value of Contributed Property which such
Partner contributes or is deemed to contribute to the Partnership pursuant to
Section 4.1 or 4.2.

                  "Carrying Value" means (i) with respect to a Contributed
Property or Adjusted Property, the 704(c) Value of such property reduced (but
not below zero) by all Depreciation with respect to such Contributed Property or
Adjusted Property, as the case may be, charged to the Partners' Capital Accounts
and (ii) with respect to any other Partnership property, the adjusted basis of
such property for federal income tax purposes, all as of the time of
determination. The Carrying Value of any property shall be adjusted from time to
time in accordance with Exhibit B, and to reflect changes, additions (including
capital improvements thereto) or other adjustments to the Carrying Value for
dispositions and acquisitions of Partnership properties, as deemed appropriate
by the Managing General Partner.

                  "Cash Amount" means an amount of cash equal to the Value on
the Valuation Date of the Shares Amount.

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

                  "Class A" has the meaning set forth in Section 5.1.C.

                  "Class A Share" has the meaning set forth in Section 5.1.C.


                                      -3-
<PAGE>   9
                  "Class A Unit" means any Partnership Unit that is not
specifically designated by the Managing General Partner as being of another
specified class of Partnership Units.

                  "Class B" has the meaning set forth in Section 5.1.C.

                  "Class B Share" has the meaning set forth in Section 5.1.C.

                  "Class B Unit" means a Partnership Unit that is specifically
designated by the Managing General Partner as being a Class B Unit.

                  "Code" means the Internal Revenue Code of 1986, as amended and
in effect from time to time, 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 or approval of a proposed action
by a Partner given in accordance with Section 14.2.

                  "Consent of the Outside Limited Partners" means the Consent of
Limited Partners (excluding for this purpose any Limited Partnership Interests
held by the Managing General Partner, any of the Opportunity Partnerships, any
other Person of which the Managing General Partner owns or controls more than
fifty percent (50%) of the voting interests and any Person directly or
indirectly owning or controlling more than fifty percent (50%) of the
outstanding voting interests of the Managing General Partner) holding Percentage
Interests that are greater than fifty percent (50%) of the aggregate Percentage
Interest of all Limited Partners who are not excluded for the purposes hereof.

                  "Consolidation" means (i) the transactions whereby the
Partnership will acquire interests in certain office properties owned by the
Opportunity Partnerships and certain asset management and property management
businesses which provide services to those properties and to other office
properties, in exchange for Partnership Units, and (ii) the merger of the ZML
Investors, Inc., ZML Investors II, Inc., Zell/Merrill Lynch Real Estate
Opportunity Partners III Trust and Zell/Merrill Lynch Real Estate Opportunity
Partners IV Trust with and into Equity Office Holdings Trust, all as described
in a Joint Proxy Statement/Offering Memorandum dated March 25, 1997.

                  "Contributed Property" means each property or other asset
contributed to the Partnership, in such form as may be permitted by the Act, but
excluding cash contributed or deemed contributed to the Partnership. Once the
Carrying Value of a Contributed Property is adjusted pursuant to Exhibit B, such
property shall no longer constitute a Contributed Property for purposes of
Exhibit B, but shall be deemed an Adjusted Property for such purposes.

                  "Conversion Factor" means 1.0; provided that, if the General
Partner Entity (i) declares or pays a dividend on its outstanding Shares in
Shares or makes a distribution to all holders of its outstanding Shares in
Shares, (ii) subdivides its outstanding Shares or (iii) combines its outstanding
Shares into a smaller number of Shares, the Conversion Factor shall be adjusted
by multiplying the Conversion Factor by a fraction, the numerator of which shall
be the number of Shares issued and outstanding on the record date for such
dividend, distribution, subdivision or combination (assuming for such purposes
that such dividend, distribution, subdivision or combination has occurred as of
such time) and the denominator of which shall be the actual number of Shares
(determined without the above assumption) issued and outstanding on the record
date for such dividend, distribution, subdivision or


                                      -4-
<PAGE>   10
combination; and provided further that if an entity shall cease to be the
General Partner Entity (the "Predecessor Entity") and another entity shall
become the General Partner Entity (the "Successor Entity"), the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which is the Value of one Share of the Predecessor Entity,
determined as of the date when the Successor Entity becomes the General Partner
Entity, and the denominator of which is the Value of one Share of the Successor
Entity, determined as of that same date. (For purposes of the second proviso in
the preceding sentence, if any shareholders of the Predecessor Entity will
receive consideration in connection with the transaction in which the Successor
Entity becomes the General Partner Entity, the numerator in the fraction
described above for determining the adjustment to the Conversion Factor (that
is, the Value of one Share of the Predecessor Entity) shall be the sum of the
greatest amount of cash and the fair market value (as determined in good faith
by the Managing General Partner) of any securities and other consideration that
the holder of one Share in the Predecessor Entity could have received in such
transaction (determined without regard to any provisions governing fractional
shares).) Any adjustment to the Conversion Factor shall become effective
immediately after the effective date of the event retroactive to the record
date, if any, for the event giving rise thereto, it being intended that (x)
adjustments to the Conversion Factor are to be made to avoid unintended dilution
or anti-dilution as a result of transactions in which Shares are issued,
redeemed or exchanged without a corresponding issuance, redemption or exchange
of Partnership Units and (y) if a Specified Redemption Date shall fall between
the record date and the effective date of any event of the type described above,
that the Conversion Factor applicable to such redemption shall be adjusted to
take into account such event.

                  "Convertible Funding Debt" has the meaning set forth in
Section 7.5.F.

                  "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)
obligations of such Person incurred in connection with entering into a lease
which, in accordance with generally accepted accounting principles, should be
capitalized.

                  "Declaration of Trust" means the Declaration of Trust of
Equity Office Properties Trust filed in the State of Maryland on October 9 1996,
as amended or restated from time to time.

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

                  "Deemed Value of the Partnership Interest" means, as of any
date with respect to any class of Partnership Interests, (a) if the common
shares of beneficial interest (or other comparable equity interests) of the
General Partner Entity are Publicly Traded (i) the total number of shares of
beneficial interest (or other comparable equity interest) of the General Partner
Entity corresponding to such class of Partnership Interest (as provided for in
Section 4.2.B) issued and outstanding as of the close of business on such date
(excluding any treasury shares) multiplied by the Value of a share of such
beneficial interest (or other comparable equity interest) on such date divided
by (ii) the Percentage Interest of the Managing General Partner in such class of
Partnership Interests on such date, and (b) otherwise, the aggregate


                                      -5-
<PAGE>   11
Value of such class of Partnership Interests determined as set forth in the
fourth and fifth sentences of the definition of Value.

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

                  "Distribution Period" has the meaning set forth in Section
5.1.C.

                  "Effective Date" means the date of the closing of the
Consolidation.

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

                  "ERISA Partner" means either any (a) Limited Partner or (b)
holder of shares of beneficial interest in the Managing General Partner that
received such Shares in the mergers of ZML Investors, Inc., ZML Investors II,
Inc., Zell/Merrill Lynch Real Estate Opportunity Partners III Trust, and
Zell/Merrill Lynch Real Estate Opportunity Partners IV Trust into the Managing
General Partner, and which Limited Partner or shareholder is either (i) an
employee benefit plan subject to Title I of ERISA or section 4975 of the Code,
or (ii) a nominee for or a trust established pursuant to such employee benefit
plan, or (iii) which is an entity whose underlying assets include assets of such
employee benefit plan by reason of such plan's investment in such entity.

                  "ERISA Plan" means an "employee benefit plan" as that term is
defined in 29 U.S.C. ss. 1002(3), and which is not exempt from regulation under
ERISA by virtue of 29 U.S.C. ss. 1003(b).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Fair Value" shall have the meaning described in Section
7.09E(iv).

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

                  "General Partner" means Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership II, or the Managing General Partner or
any of their successors as a general partner of the Partnership, and "General
Partners" means the Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership II, and the Managing General Partner or their successors as general
partners.

                  "General Partner Entity" means the Managing General Partner;
provided, however, that if (i) the common shares of beneficial interest (or
other comparable equity interests) of the Managing General Partner are at any
time not Publicly Traded and (ii) the common shares of beneficial interest (or
other comparable equity interests) of an entity that owns, directly or
indirectly, fifty percent (50%) or more of the common shares of beneficial
interest (or other comparable equity interests) of the Managing General Partner
are Publicly Traded, the term "General Partner Entity" shall refer to such
entity whose


                                      -6-
<PAGE>   12
common shares of beneficial interest (or other comparable equity securities) are
Publicly Traded. If both requirements set forth in clauses (i) and (ii) above
are not satisfied, then the term "General Partner Entity" shall mean the
Managing General Partner.

                  "General Partnership Interest" means a Partnership Interest
held by a General Partner that is a general partnership interest. A General
Partnership Interest may be expressed as a number of Partnership Units.

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

                  "Immediate Family" means, with respect to any natural Person,
such natural Person's spouse, parents, descendants, nephews, nieces, brothers,
and sisters.

                  "Incapacity" or "Incapacitated" means, (i) as to any
individual Partner, death, total physical disability or entry by a court of
competent jurisdiction adjudicating such Partner incompetent to manage his or
her Person or estate, (ii) as to any corporation which is a Partner, the filing
of a certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter, (iii) as to any partnership or limited liability
company which is a Partner, the dissolution and commencement of winding up of
the partnership or limited liability company, (iv) as to any estate which is a
Partner, the distribution by the fiduciary of the estate's entire interest in
the Partnership, (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee) or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner
commences a voluntary proceeding seeking liquidation, reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect, (b) the Partner is adjudged as bankrupt or insolvent, or a final and
nonappealable order for relief under any bankruptcy, insolvency or similar law
now or hereafter in effect has been entered against the Partner, (c) the Partner
executes and delivers a general assignment for the benefit of the Partner's
creditors, (d) the Partner files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the
Partner in any proceeding of the nature described in clause (b) above, (e) the
Partner seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator for the Partner or for all or any substantial part of the
Partner's properties, (f) any proceeding seeking liquidation, reorganization or
other relief under any bankruptcy, insolvency or other similar law now or
hereafter in effect has not been dismissed within one hundred twenty (120) days
after the commencement thereof, (g) the appointment without the Partner's
consent or acquiescence of a trustee, receiver of liquidator has not been
vacated or stayed within ninety (90) days of such appointment or (h) an
appointment referred to in clause (g) is not vacated within ninety (90) days
after the expiration of any such stay.

                  "Indemnitee" means (i) any Person made a party to a proceeding
by reason of its status as (A) a General Partner, (B) a Limited Partner, or (C)
a trustee, director or officer of the Partnership, or any General Partner and
(ii) such other Persons (including Affiliates of any General Partner, a Limited
Partner or the Partnership) as the Managing 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.


                                      -7-
<PAGE>   13
                  "Limited Partner" means any Person named as a Limited Partner
in Exhibit A, as such Exhibit 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.

                  "Limited Partnership 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 Partnership Interest may
be expressed as a number of Partnership Units.

                  "Liquidating Event" has the meaning set forth in Section 13.1.

                  "Liquidator" has the meaning set forth in Section 13.2.A.

                  "Managing General Partner" means Equity Office Properties
Trust, a Maryland real estate investment trust, or its successors, as managing
general partner of the Partnership.

                  "Managing General Partner Payment" has the meaning set forth
in Section 15.14 hereof.

                  "Net Income" means, for any taxable period, the excess, if
any, of the Partnership's items of income and gain for such taxable period over
the Partnership's items of loss and deduction for such taxable period. The items
included in the calculation of Net Income shall be determined in accordance with
Exhibit B. If an item of income, gain, loss or deduction that has been included
in the initial computation of Net Income is subjected to the special allocation
rules in Exhibit C, Net Income or the resulting Net Loss, whichever the case may
be, shall be recomputed without regard to such item.

                  "Net Loss" means, for any taxable period, the excess, if any,
of the Partnership's items of loss and deduction for such taxable period over
the Partnership's items of income and gain for such taxable period. The items
included in the calculation of Net Loss shall be determined in accordance with
Exhibit B. If an item of income, gain, loss or deduction that has been included
in the initial computation of Net Loss is subjected to the special allocation
rules in Exhibit C, Net Loss or the resulting Net Income, whichever the case may
be, shall be recomputed without regard to such item.

                  "New Securities" means (i) any rights, options, warrants or
convertible or exchangeable securities having the right to subscribe for or
purchase shares of beneficial interest (or other comparable equity interest) of
the Managing General Partner, excluding grants under any Share Option Plan, or
(ii) any Debt issued by the Managing General Partner that provides any of the
rights described in clause (i).

                  "Nonrecourse Built-in Gain" means, with respect to any
Contributed Properties or Adjusted Properties that are subject to a mortgage or
negative pledge securing a Nonrecourse Liability, the amount of any taxable gain
that would be allocated to the Partners pursuant to Section 2.B of Exhibit C if
such properties were disposed of in a taxable transaction in full satisfaction
of such liabilities and for no other consideration.

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


                                      -8-
<PAGE>   14
                  "Nonrecourse Liability" has the meaning set forth in
Regulations Section 1.752-1(a)(2).

                  "Notice of Redemption" means a Notice of Redemption
substantially in the form of Exhibit D.

                  "Opportunity Partnerships" means, Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership II, Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership III, and Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership IV.

                  "Partner" means a General Partner or a Limited Partner, and
"Partners" means the General Partners 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 Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(i)(2).

                  "Partnership" means the limited partnership formed under the
Act upon the terms and conditions set forth in this Agreement, or any successor
to such limited partnership.

                  "Partnership Interest" means a Limited Partnership Interest or
a General Partnership Interest 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
Partnership Year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d).

                  "Partnership Record Date" means the record date established by
the Managing General Partner either (i) for the distribution of Available Cash
pursuant to Section 5.1 hereof, which record date shall be the same as the
record date established by the General Partner Entity for a distribution to its
shareholders of some or all of its portion of such distribution, or (ii) if
applicable, for determining the Partners entitled to vote on or consent to any
proposed action for which the consent or approval of the Partners is sought
pursuant to Section 14.2 hereof.

                  "Partnership Unit" means a fractional, undivided share of the
Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2,
and includes Class A Units, Class B Units and any other classes or series of
Partnership Units established after the date hereof. The number of Partnership
Units


                                      -9-
<PAGE>   15
outstanding and the Percentage Interests in the Partnership represented by such
Partnership Units are set forth in Exhibit A, as such Exhibit may be amended
from time to time.

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

                  "Percentage Interest" means, as to a Partner holding a class
of Partnership Interests, its interest in such class, determined by dividing the
Partnership Units of such class owned by such Partner by the total number of
Partnership Units of such class then outstanding as specified in Exhibit A, as
such exhibit may be amended from time to time, multiplied by the aggregate
Percentage Interest allocable to such class of Partnership Interests. If the
Partnership shall at any time have outstanding more than one class of
Partnership Interests, the Percentage Interest attributable to each class of
Partnership Interests shall be determined as set forth in Section 4.2.B.

                  "Person" means a natural person, partnership (whether general
or limited), trust, estate, association, corporation, limited liability company,
unincorporated organization, custodian, nominee or any other individual or
entity in its own or any representative capacity.

                  "Predecessor Entity" has the meaning set forth in the
definition of "Conversion Factor" herein.

                  "Publicly Traded" means listed or admitted to trading on the
New York Stock Exchange, the American Stock Exchange or another national
securities exchange or designated for quotation on the NASDAQ National Market,
or any successor to any of the foregoing.

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

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

                  "Recapture Income" means any gain recognized by the
Partnership (computed without regard to any adjustment required by Section 734
or Section 743 of the Code) upon the disposition of any property or asset of the
Partnership, which gain is characterized as ordinary income because it
represents the recapture of deductions previously taken with respect to such
property or asset.

                  "Redeeming Partner" has the meaning set forth in Section
8.6.A.

                  "Redemption Amount" means either the Cash Amount or the Shares
Amount, as determined by the Managing General Partner, in its sole and absolute
discretion; provided that if the Shares are not Publicly Traded at the time a
Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be
paid only in the form of the Cash Amount unless the Redeeming Partner, in its
sole and absolute discretion, consents to payment of the Redemption Amount in
the form of the Shares Amount. A Redeeming Partner shall have no right, without
the Managing General Partner's consent, in its sole and absolute discretion, to
receive the Redemption Amount in the form of the Shares Amount.

                  "Redemption Right" has the meaning set forth in Section 8.6.A.


                                      -10-
<PAGE>   16
                  "Regulation" or "Regulations" means the Income Tax Regulations
promulgated under the Code, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

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

                  "REIT Requirements" has the meaning set forth in Section
5.1.A.

                  "Residual Gain" or "Residual Loss" means any item of gain or
loss, as the case may be, of the Partnership recognized for federal income tax
purposes resulting from a sale, exchange or other disposition of Contributed
Property or Adjusted Property, to the extent such item of gain or loss is not
allocated pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate
Book-Tax Disparities.

                  "Safe Harbor" has the meaning set forth in Section 11.6.F.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "704(c) Value" of any Contributed Property means the fair
market value of such property at the time of contribution as determined by the
General Partners using such reasonable method of valuation as they may adopt;
provided, however, subject to Exhibit B, the General Partners shall, in their
sole and absolute discretion, use such method as they deem reasonable and
appropriate to allocate the aggregate of the 704(c) Value of Contributed
Properties in a single or integrated transaction among each separate property on
a basis proportional to its fair market values. The 704(c) Values of the
Contributed Properties contributed to the Partnership as part of or in
connection with the Consolidation are set forth on Exhibit E.

                  "Share" means a share of beneficial interest (or other
comparable equity interest) of the General Partner Entity. Shares may be issued
in one or more classes or series in accordance with the terms of the Declaration
of Trust (or, if the Managing General Partner is not the General Partner Entity,
the organizational documents of the General Partner Entity). If there is more
than one class or series of Shares, the term "Shares" shall, as the context
requires, be deemed to refer to the class or series of Shares that correspond to
the class or series of Partnership Interests for which the reference to Shares
is made. When used with reference to Class A Units, the term "Shares" refers to
common shares of beneficial interest (or other comparable equity interest) of
the General Partner Entity.

                  "Shares Amount" means a number of Shares equal to the product
of the number of Partnership Units offered for redemption by a Redeeming Partner
times the Conversion Factor; provided that, if the General Partner Entity issues
to all holders of Shares rights, options, warrants or convertible or
exchangeable securities entitling such holders to subscribe for or purchase
Shares or any other securities or property (collectively, the "rights"), then
the Shares Amount shall also include such rights that a holder of that number of
Shares would be entitled to receive.

                  "Share Option Plan" means any equity incentive plan of the
Managing General Partner, the Partnership and/or any Affiliate of the
Partnership.

                  "Specified Redemption Date" means the tenth Business Day after
receipt by the Managing General Partner of a Notice of Redemption; provided
that, if the Shares are not Publicly Traded, the Specified Redemption Date means
the thirtieth Business Day after receipt by the Managing General Partner of a
Notice of Redemption.


                                      -11-
<PAGE>   17
                  "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, trust, partnership or joint venture, or
other entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests is owned, directly or
indirectly, by such Person.

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

                  "Successor Entity" has the meaning set forth in the definition
of "Conversion Factor" herein.

                  "Terminating Capital Transaction" means any sale or other
disposition of all or substantially all of the assets of the Partnership for
cash 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 for cash.

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

                  "Unrealized Gain" attributable to any item of Partnership
property means, as of any date of determination, the excess, if any, of (i) the
fair market value of such property (as determined under Exhibit B) as of such
date, over (ii) the Carrying Value of such property (prior to any adjustment to
be made pursuant to Exhibit B) as of such date.

                  "Unrealized Loss" attributable to any item of Partnership
property means, as of any date of determination, the excess, if any, of (i) the
Carrying Value of such property (prior to any adjustment to be made pursuant to
Exhibit B) as of such date, over (ii) the fair market value of such property (as
determined under Exhibit B) as of such date.

                  "Valuation Date" means the date of receipt by the Managing
General Partner of a Notice of Redemption or, if such date is not a Business
Day, the first Business Day thereafter.

                  "Value" means, with respect to any outstanding Shares of the
General Partner Entity that are Publicly Traded, the average of the daily market
price for the ten consecutive trading days immediately preceding the date with
respect to which value must be determined. The market price for each such
trading day shall be 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. If the outstanding Shares of the General Partner Entity are Publicly
Traded and the Shares Amount includes rights that a holder of Shares would be
entitled to receive, then the Value of such rights shall be determined by the
Managing General Partner acting in good faith on the basis of such quotations
and other information as it considers, in its reasonable judgment, appropriate.
If the Shares of the General Partner Entity are not Publicly Traded, the Value
of the Shares Amount per Partnership Unit offered for redemption (which will be
the Cash Amount per Partnership Unit offered for redemption payable pursuant to
Section 8.6.A) means the amount that a holder of one Partnership Unit would
receive if each of the assets of the Partnership were to be sold for its fair
market value on the Specified Redemption Date, the Partnership were to pay all
of its outstanding liabilities, and the remaining proceeds were to be
distributed to the Partners in accordance with the terms of this Agreement. Such
Value shall be determined by the Managing General Partner, acting in good faith
and based upon a commercially reasonable estimate of the amount that would be
realized by the Partnership if each asset of the Partnership (and each asset of
each partnership, limited liability company, trust, joint venture or other
entity in which the Partnership owns a direct or indirect


                                      -12-
<PAGE>   18
interest) were sold to an unrelated purchaser in an arms' length transaction
where neither the purchaser nor the seller were under economic compulsion to
enter into the transaction (without regard to any discount in value as a result
of the Partnership's minority interest in any property or any illiquidity of the
Partnership's interest in any property). In connection with determining the
Deemed Value of the Partnership Interest for purposes of determining the number
of additional Partnership Units issuable upon a Capital Contribution funded by
an underwritten public offering or an arm's length private placement of shares
of beneficial interest (or other comparable equity interest) of the Managing
General Partner, the Value of such shares shall be the public offering or arm's
length private placement price per share of such class of beneficial interest
(or other comparable equity interest) sold.

                                   ARTICLE II
                             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 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 EOP Operating Limited
Partnership. The Partnership's business may be conducted under any other name or
names deemed advisable by the General Partners, including the name of any of the
General Partners 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 Partners in their sole and
absolute discretion may change the name of the Partnership at any time and from
time to time and shall notify the Limited Partners of such change in the next
regular communication to the Limited Partners.


SECTION 2.3           REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE

                  The address of the registered office of the Partnership in the
State of Delaware shall be located at Corporation Trust Center, 1209 Orange
Street, Wilmington, County of New Castle, Delaware 19801, and the registered
agent for service of process on the Partnership in the State of Delaware at such
registered office shall be Corporation Trust Company. The principal office of
the Partnership shall be Two North Riverside Plaza, Suite 2200, Chicago,
Illinois 60606, or such other place as the General Partners 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 Partners deem advisable.


                                      -13-
<PAGE>   19
SECTION 2.4           TERM

                  The term of the Partnership shall commence on November 1,
1996, and shall continue until December 31, 2095, unless it is dissolved sooner
pursuant to the provisions of Article XIII or as otherwise provided by law.

                                   ARTICLE III
                                     PURPOSE


SECTION 3.1           PURPOSE AND BUSINESS

                  The purpose and nature of the business to be conducted by the
Partnership is (i) to conduct any business that may be lawfully conducted by a
limited partnership organized pursuant to the Act; provided, however, that such
business shall be limited to and conducted in such a manner as to permit the
General Partner Entity at all times to be classified as a REIT, unless the
General Partner Entity ceases to qualify or is not qualified as a REIT for any
reason or reasons not related to the business conducted by the Partnership, (ii)
to enter into any corporation, partnership, joint venture, trust, limited
liability company or other similar arrangement to engage in any of the foregoing
or the ownership of interests in any entity engaged, directly or indirectly, in
any of the foregoing and (iii) to do anything necessary or incidental to the
foregoing. In connection with the foregoing, the Partners acknowledge that the
status of the General Partner Entity as a REIT inures to the benefit of all the
Partners and not solely to the General Partner Entity or its Affiliates.


SECTION 3.2           POWERS

                  The Partnership is empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described herein and
for the protection and benefit of the Partnership, including, without
limitation, full power and authority, directly or through its ownership interest
in other entities, to enter into, perform and carry out contracts of any kind,
borrow money and issue evidences of indebtedness, whether or not secured by
mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and
develop real property, and lease, sell, transfer and dispose of real property;
provided, however, that the Partnership shall not take, or refrain from taking,
any action which, in the judgment of the Managing General Partner, in its sole
and absolute discretion, (i) could adversely affect the ability of the General
Partner Entity to continue to qualify as a REIT, (ii) could subject the General
Partner Entity to any additional taxes under Section 857 or Section 4981 of the
Code or (iii) could violate any law or regulation of any governmental body or
agency having jurisdiction over any General Partner or its securities, unless
such action (or inaction) shall have been specifically consented to by the
General Partner in writing.

                                   ARTICLE IV
                       CAPITAL CONTRIBUTIONS AND ISSUANCES
                            OF PARTNERSHIP INTERESTS


SECTION 4.1           CAPITAL CONTRIBUTIONS OF THE PARTNERS

                  At the time of the execution of this Agreement, the Partners
shall make or shall have made the Capital Contributions as set forth in Exhibit
A. The Partners shall own Partnership Units in the


                                      -14-
<PAGE>   20
amounts set forth in Exhibit A and shall have a Percentage Interest in the
Partnership as set forth in Exhibit A, which Percentage Interest shall be
adjusted in Exhibit A from time to time by the Managing General Partner to the
extent necessary to reflect accurately redemptions, Capital Contributions, the
issuance of additional Partnership Units or similar events having an effect on a
Partner's Percentage Interest. To the extent the Partnership is acquiring 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 Exhibit A. A number of Partnership Units held by each of the
General Partners equal to one percent (1%) of all outstanding Partnership Units
(as of the closing date of the Consolidation) shall be deemed to be the General
Partner Partnership Units and shall be the General Partnership Interest of such
General Partner. All other Partnership Units held by the General Partners shall
be deemed to be Limited Partnership Interests and shall be held by the General
Partners in their capacity as Limited Partners in the Partnership. Except as
provided in Sections 7.5 and 10.5 hereof, the Partners shall have no obligation
to make any additional Capital Contributions or provide any additional funding
to the Partnership (whether in the form of loans, repayments of loans or
otherwise). No Partner shall have any obligation to restore any deficit that may
exist in its Capital Account, either upon a liquidation of the Partnership or
otherwise.


SECTION 4.2           ISSUANCES OF PARTNERSHIP INTERESTS

                  A. General. The Managing General Partner is hereby authorized
to cause the Partnership from time to time to issue to Partners (including the
Managing General Partner and its Affiliates) or other Persons (including,
without limitation, in connection with the contribution of property to the
Partnership) Partnership Units or other Partnership Interests in one or more
classes, or in one or more series of any of such classes, with such
designations, preferences and relative, participating, optional or other special
rights, powers and duties, including rights, powers and duties senior to Limited
Partnership Interests, all as shall be determined, subject to applicable
Delaware law, by the Managing General Partner in its sole and absolute
discretion, including, without limitation, (i) the allocations of items of
Partnership income, gain, loss, deduction and credit to each such class or
series of Partnership Interests, (ii) the right of each such class or series of
Partnership Interests to share in Partnership distributions and (iii) the rights
of each such class or series of Partnership Interests upon dissolution and
liquidation of the Partnership; provided that, no such Partnership Units or
other Partnership Interests shall be issued to the Managing General Partner
unless either (a) the Partnership Interests are issued in connection with the
grant, award or issuance of Shares or other equity interests in the Managing
General Partner having designations, preferences and other rights such that the
economic interests attributable to such Shares or other equity interests are
substantially similar to the designations, preferences and other rights (except
voting rights) of the Partnership Interests issued to the Managing General
Partner in accordance with this Section 4.2.A or (b) the additional Partnership
Interests are issued to all Partners holding Partnership Interests in the same
class in proportion to their respective Percentage Interests in such class. If
the Partnership issues Partnership Interests pursuant to this Section 4.2.A, the
Managing General Partner shall make such revisions to this Agreement (including
but not limited to the revisions described in Section 5.4, Section 6.2 and
Section 8.6) as it deems necessary to reflect the issuance of such Partnership
Interests.

                  B. Percentage Interest Adjustments in the Case of Capital
Contributions for Partnership Units. Upon the acceptance of additional Capital
Contributions in exchange for Partnership Units and if the Partnership shall
have outstanding more than one class of Partnership Interests, the Percentage
Interest related thereto shall be equal to a fraction, the numerator of which is
equal to the


                                      -15-
<PAGE>   21
amount of cash, if any, plus the Agreed Value of Contributed Property, if any,
contributed with respect to such additional Partnership Units and the
denominator of which is equal to the sum of (i) the Deemed Value of the
Partnership Interests for all outstanding classes (computed as of the Business
Day immediately preceding the date on which the additional Capital Contributions
are made (an "Adjustment Date")) plus (ii) the aggregate amount of additional
Capital Contributions contributed to the Partnership on such Adjustment Date in
respect of such additional Partnership Units. The Percentage Interest of each
other Partner holding Partnership Interests not making a full pro rata Capital
Contribution shall be adjusted to a fraction the numerator of which is equal to
the sum of (i) the Deemed Partnership Interest Value of such Limited Partner
(computed as of the Business Day immediately preceding the Adjustment Date) plus
(ii) the amount of additional Capital Contributions (such amount being equal to
the amount of cash, if any, plus the Agreed Value of Contributed Property, if
any, so contributed), if any, made by such Partner to the Partnership in respect
of such Partnership Interest as of such Adjustment Date and the denominator of
which is equal to the sum of (i) the Deemed Value of the Partnership Interests
of all outstanding classes (computed as of the Business Day immediately
preceding such Adjustment Date) plus (ii) the aggregate amount of the additional
Capital Contributions contributed to the Partnership on such Adjustment Date in
respect of such additional Partnership Interests. For purposes of calculating a
Partner's Percentage Interest pursuant to this Section 4.2.B, cash Capital
Contributions by a General Partner will be deemed to equal the cash contributed
by such General Partner plus (a) in the case of cash contributions funded by an
offering of any equity interests in or other securities of the Managing General
Partner, the offering costs attributable to the cash contributed to the
Partnership, and (b) in the case of Partnership Units issued pursuant to Section
7.5.E, an amount equal to the difference between the Value of the Shares sold
pursuant to any Share Option Plan and the net proceeds of such sale.

                  C. Classes of Partnership Units. From and after the Effective
Date, subject to Section 4.2.A above, the Partnership shall have two classes of
Partnership Units entitled "Class A Units" and "Class B Units." Either Class A
Units or Class B Units, at the election of the Managing General Partner, in its
sole and absolute discretion, may be issued to newly admitted Partners in
exchange for the contribution by such Partners of cash, real estate partnership
interests, stock, notes or other assets or consideration; provided, that all
Partnership Units issued to Partners in connection with the Consolidation shall
be Class A Units; and, provided further, that any Partnership Unit that is not
specifically designated by the General Partner as being of a particular class
shall be deemed to be a Class A Unit. Each Class B Unit shall be converted
automatically into a Class A Unit on the day immediately following the
Partnership Record Date for the Distribution Period (as defined in Section
5.1.C) in which such Class B Unit was issued, without the requirement for any
action by either the Partnership or the Partner holding the Class B Unit.


SECTION 4.3           NO PREEMPTIVE RIGHTS

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


SECTION 4.4           OTHER CONTRIBUTION PROVISIONS

                  If any Partner is admitted to the Partnership and is given a
Capital Account in exchange for services rendered to the Partnership, such
transaction shall be treated by the Partnership and the


                                      -16-
<PAGE>   22
affected Partner as if the Partnership had compensated such Partner in cash, and
the Partner had contributed such cash to the capital of the Partnership.


SECTION 4.5           NO INTEREST ON CAPITAL

                  No Partner shall be entitled to interest on its Capital
Contributions or its Capital Account.

                                    ARTICLE V
                                  DISTRIBUTIONS


SECTION 5.1           REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

                  A. General. The General Partners shall distribute at least
quarterly an amount equal to one hundred percent (100%) of Available Cash
generated by the Partnership during such quarter or shorter period to the
Partners who are Partners on the Partnership Record Date with respect to such
quarter or shorter period as provided in Sections 5.1.B, 5.1.C and 5.1.D.
Notwithstanding anything to the contrary contained herein, in no event may a
Partner receive a distribution of Available Cash with respect to a Partnership
Unit for a quarter or shorter period if such Partner is entitled to receive a
distribution with respect to a Share for which such Partnership Unit has been
redeemed or exchanged. Unless otherwise expressly provided for herein or in an
agreement at the time a new class of Partnership Interests is created in
accordance with Article IV hereof, no Partnership Interest shall be entitled to
a distribution in preference to any other Partnership Interest. The General
Partners shall make such reasonable efforts, as determined by them in their sole
and absolute discretion and consistent with the qualification of the General
Partner Entity as a REIT, to distribute Available Cash (a) to Limited Partners
so as to preclude any such distribution or portion thereof from being treated as
part of a sale of property of the Partnership by a Limited Partner under Section
707 of the Code or the Regulations thereunder; provided that, the General
Partners and the Partnership shall not have liability to a Limited Partner under
any circumstances as a result of any distribution to a Limited Partner being so
treated, and (b) to the General Partners in an amount sufficient to enable the
General Partner Entity to pay shareholder dividends that will (1) satisfy the
requirements for qualification as a REIT under the Code and the Regulations (the
"REIT Requirements") of, and (2) avoid any federal income or excise tax
liability for, the General Partner Entity.

                  B. Method. (i) Each holder of Partnership Interests that is
entitled to any preference in distribution shall be entitled to a distribution
in accordance with the rights of any such class of Partnership Interests (and,
within such class, pro rata in proportion to the respective Percentage Interests
on such Partnership Record Date); and

                  (ii) To the extent there is Available Cash remaining after the
payment of any preference in distribution in accordance with the foregoing
clause (i), with respect to Partnership Interests that are not entitled to any
preference in distribution, pro rata to each such class in accordance with the
terms of such class (and, within each such class, pro rata in proportion to the
respective Percentage Interests on such Partnership Record Date).

                  C. Distributions When Class B Units Are Outstanding. If for
any quarter or shorter period with respect to which a distribution is to be made
(a "Distribution Period") Class B Units are outstanding on the Partnership
Record Date for such Distribution Period, the General Partners shall


                                      -17-
<PAGE>   23
allocate the Available Cash with respect to such Distribution Period available
for distribution with respect to the Class A Units and Class B Units
collectively between the Partners who are holders of Class A Units ("Class A")
and the Partners who are holders of Class B Units ("Class B") as follows:

                                            (1) Class A shall receive that
                           portion of the Available Cash (the "Class A Share")
                           determined by multiplying the amount of Available
                           Cash by the following fraction:



                                                           A x Y
                                                 --------------------------
                                                      (A x Y)+(B x X)


                                            (2) Class B shall receive that
                           portion of the Available Cash (the "Class B Share")
                           determined by multiplying the amount of Available
                           Cash by the following fraction:



                                                           B x X
                                                 --------------------------
                                                      (A x Y)+(B x X)


                                            (3) For purposes of the foregoing
                           formulas, (i) "A" equals the number of Class A Units
                           outstanding on the Partnership Record Date for such
                           Distribution Period; (ii) "B" equals the number of
                           Class B Units outstanding on the Partnership Record
                           Date for such Distribution Period; (iii) "Y" equals
                           the number of days in the Distribution Period; and
                           (iv) "X" equals the number of days in the
                           Distribution Period for which the Class B Units were
                           issued and outstanding.

                  The Class A Share shall be distributed among Partners holding
Class A Units on the Partnership Record Date for the Distribution Period in
accordance with the number of Class A Units held by each Partner on such
Partnership Record Date; provided that, in no event may a Partner receive a
distribution of Available Cash with respect to a Class A Unit if a Partner is
entitled to receive a distribution out of such Available Cash with respect to a
Share for which such Class A Unit has been redeemed or exchanged. The Class B
Shares shall be distributed among the Partners holding Class B Units on the
Partnership Record Date for the Distribution Period in accordance with the
number of Class B Units held by each Partner on such Partnership Record Date. In
no event shall any Class B Units


                                      -18-
<PAGE>   24
be entitled to receive any distribution of Available Cash for any Distribution
Period ending prior to the date on which such Class B Units are issued.

                  D. Distributions When Class B Units Have Been Issued on
Different Dates. If Class B Units which have been issued on different dates are
outstanding on the Partnership Record Date for any Distribution Period, then the
Class B Units issued on each particular date shall be treated as a separate
series of Partnership Units for purposes of making the allocation of Available
Cash for such Distribution Period among the holders of Partnership Units (and
the formula for making such allocation, and the definitions of variables used
therein, shall be modified accordingly). Thus, for example, if two series of
Class B Units are outstanding on the Partnership Record Date for any
Distribution Period, the allocation formula for each series, "Series B(1)" and
"Series B(2)" would be as follows:

                                            (1) Series B(1) shall receive that
                           portion of the Available Cash determined by
                           multiplying the amount of Available Cash by the
                           following fraction:



                                                 B(1) x X(1)
                                    --------------------------------------
                                     (A x Y)+(B(1) x X(1))+(B(2) x X(2))


                                            (2) Series B(2) shall receive that
                           portion of the Available Cash determined by
                           multiplying the amount of Available Cash by the
                           following fraction:



                                                 B(2) x X(2)
                                    --------------------------------------
                                      (A x Y)+(B(1) x X(1))+(B(2) x X(2))


                                            (3) For purposes of the foregoing
                           formulas the definitions set forth in Section 5.1.C.3
                           remain the same except that (i) "B(1)" equals the
                           number of Partnership Units in Series B(1)
                           outstanding on the Partnership Record Date for such
                           Distribution Period; (ii) "B(2)" equals the number of
                           Partnership Units in Series B(2) outstanding on the
                           Partnership Record Date for such Distribution Period;
                           (iii) "X(1)" equals the number of days in the
                           Distribution Period for which the Partnership Units
                           in Series B(1) were issued and outstanding; and (iv)
                           "X(2)" equals the number of days in


                                      -19-
<PAGE>   25
                           the Distribution Period for which the Partnership
                           Units in Series B(2) were issued and outstanding.

                  E. Minimum Distributions if Shares Not Publicly Traded. In
addition (and without regard to the amount of Available Cash), if the Shares of
the General Partner Entity are not Publicly Traded, the Managing General Partner
shall make cash distributions with respect to the Class A Units at least
annually for each taxable year of the Partnership beginning prior to the
fifteenth (15th) anniversary of the Effective Date in an aggregate amount with
respect to each such taxable year at least equal to 95% of the Partnership's
taxable income for such year allocable to the Class A Units, with such
distributions to be made not later than 60 days after the end of such year.


SECTION 5.2           AMOUNTS WITHHELD

                  All amounts withheld pursuant to the Code or any provisions of
any state or local tax law and Section 10.5 with respect to any allocation,
payment or distribution to the General Partners, the Limited Partners or
Assignees shall be treated as amounts distributed to the General Partners,
Limited Partners or Assignees pursuant to Section 5.1 for all purposes under
this Agreement.


SECTION 5.3           DISTRIBUTIONS UPON LIQUIDATION

                  Proceeds from a Terminating Capital Transaction shall be
distributed to the Partners in accordance with Section 13.2.


SECTION 5.4           REVISIONS TO REFLECT ISSUANCE OF PARTNERSHIP INTERESTS

                  If the Partnership issues Partnership Interests to the General
Partners or any Additional Limited Partner pursuant to Article IV hereof, the
Managing General Partner shall make such revisions to this Article V and Exhibit
A as it deems necessary to reflect the issuance of such additional Partnership
Interests without the requirements for any other consents or approvals.

                                   ARTICLE VI
                                   ALLOCATIONS


SECTION 6.1           ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES

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

                  A. Net Income. After giving effect to the special allocations
set forth in Section 1 of Exhibit C, Net Income shall be allocated (i) first, to
the General Partners to the extent that Net Losses previously allocated to the
General Partners pursuant to the last sentence of Section 6.1.B exceed Net
Income previously allocated to the General Partners pursuant to this clause (i)
of Section 6.1.A, (ii) second, to the holders of any Partnership Interests that
are entitled to any preference in distribution in accordance with the rights of
any such class of Partnership Interests until each such Partnership Interest has
been allocated, on a cumulative basis pursuant to this clause (ii), Net Income
equal to the amount of


                                      -20-
<PAGE>   26
distributions received which are attributable to the preference of such class of
Partnership Interests (and, within such class, pro rata in proportion to the
respective Percentage Interests as of the last day of the period for which such
allocation is being made) and (iii) third, with respect to Partnership Interests
that are not entitled to any preference in the allocation of Net Income, pro
rata to each such class in accordance with the terms of such class (and, within
such class, pro rata in proportion to the respective Percentage Interests as of
the last day of the period for which such allocation is being made).

                  B. Net Losses. After giving effect to the special allocations
set forth in Section 1 of Exhibit C, Net Losses shall be allocated (i) first, to
the holders of any Partnership Interests that are entitled to any preference in
distribution in accordance with the rights of any such class of Partnership
Interests to the extent that any prior allocations of Net Income to such class
of Partnership Interests pursuant to Section 6.1.A(ii) exceed, on a cumulative
basis, distributions with respect to such Partnership Interests pursuant to
clause (i) of Section 5.1.B (and, within such class, pro rata in proportion to
the respective Percentage Interests as of the last day of the period for which
such allocation is being made) and (ii) second, with respect to classes of
Partnership Interests that are not entitled to any preference in distribution,
pro rata to each such class in accordance with the terms of such class (and,
within such class, pro rata in proportion to the respective Percentage Interests
as of the last day of the period for which such allocation is being made);
provided that Net Losses shall not be allocated to any Limited Partner pursuant
to this Section 6.1.B to the extent that such allocation would cause such
Limited Partner to have an Adjusted Capital Account Deficit (or increase any
existing Adjusted Capital Account Deficit) at the end of such taxable year (or
portion thereof). All Net Losses in excess of the limitations set forth in this
Section 6.1.B shall be allocated to the General Partners.

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

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


SECTION 6.2           REVISIONS TO ALLOCATIONS TO REFLECT ISSUANCE OF
                      PARTNERSHIP INTERESTS

                  If the Partnership issues Partnership Interests to the General
Partners or any Additional Limited Partner pursuant to Article IV hereof, the
Managing General Partner shall make such revisions to this Article VI and
Exhibit A as it deems necessary to reflect the terms of the issuance of such
Partnership Interests, including making preferential allocations to classes of
Partnership Interests that are entitled thereto. Such revisions shall not
require the consent or approval of any other Partner.


                                      -21-
<PAGE>   27
                                   ARTICLE VII
                      MANAGEMENT AND OPERATIONS OF BUSINESS


SECTION 7.1           MANAGEMENT

                  A. Powers of General Partners. 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 Partners,
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 Partners may not be removed by the Limited Partners with or without
cause. In addition to the powers now or hereafter granted a general partner of a
limited partnership under applicable law or which are granted to the General
Partners under any other provision of this Agreement, the Managing General
Partner, subject to Section 7.11, shall have full power and authority to do all
things deemed necessary or desirable by it to conduct the business of the
Partnership, to exercise all powers set forth in Section 3.2 and to effectuate
the purposes set forth in Section 3.1, including, without limitation:

                           (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 are required under Section 5.1.E
                                    or will permit the General Partner Entity
                                    (so long as the General Partner Entity
                                    qualifies as REIT) to avoid the payment of
                                    any federal income tax (including, for this
                                    purpose, any excise tax pursuant to Section
                                    4981 of the Code) and to make distributions
                                    to its shareholders sufficient to permit the
                                    General Partner Entity to maintain REIT
                                    status), the assumption or guarantee of, or
                                    other contracting for, indebtedness and
                                    other liabilities, the issuance of evidences
                                    of indebtedness (including the securing of
                                    same by mortgage, deed of trust or other
                                    lien or encumbrance on the Partnership's
                                    assets) and the incurring of any obligations
                                    the General Partner Entity 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, disposition, mortgage,
                                    pledge, encumbrance, hypothecation or
                                    exchange of any or all of the assets of the
                                    Partnership (including the exercise or grant
                                    of any conversion, option, privilege or
                                    subscription right or other right available
                                    in connection with any assets at any time
                                    held by the Partnership) or the merger or
                                    other combination of the Partnership with or
                                    into another entity on such terms as the
                                    Managing General Partner deems proper;

                           (4)      the use of the assets of the Partnership
                                    (including, without limitation, cash on
                                    hand) for any purpose consistent with the
                                    terms of this Agreement and on any terms it
                                    sees fit, including, without limitation, the
                                    financing of the conduct of the operations
                                    of the General Partners, the


                                      -22-
<PAGE>   28
                                    Partnership or any of the Partnership's
                                    Subsidiaries, the lending of funds to other
                                    Persons (including, without limitation, the
                                    Managing General Partner, its Subsidiaries
                                    and the Partnership's Subsidiaries) and the
                                    repayment of obligations of the Partnership
                                    and its Subsidiaries and any other Person in
                                    which the Partnership has an equity
                                    investment and the making of capital
                                    contributions to its Subsidiaries;

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

                           (6)      the negotiation, execution, and performance
                                    of any contracts, conveyances or other
                                    instruments that the Managing General
                                    Partner considers useful or necessary to the
                                    conduct of the Partnership's operations or
                                    the implementation of the Managing General
                                    Partner's powers under this Agreement,
                                    including contracting with 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 mortgage, pledge, encumbrance or
                                    hypothecation of any assets of the
                                    Partnership, and the use of the assets of
                                    the Partnership (including, without
                                    limitation, cash on hand) for any purpose
                                    consistent with the terms of this Agreement
                                    and on any terms it sees fit, including,
                                    without limitation, the financing of the
                                    conduct or the operations of the General
                                    Partners or the Partnership, the lending of
                                    funds to other Persons (including, without
                                    limitation, any Subsidiaries of the
                                    Partnership) and the repayment of
                                    obligations of the Partnership, any of its
                                    Subsidiaries and any other Person in which
                                    it has an equity investment;

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

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

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

                           (11)     the selection, designation of powers,
                                    authority and duties and the dismal of
                                    employees of the Partnership (including,
                                    without limitation, employees having titles
                                    such as "president," "vice president,"
                                    "secretary" and "treasurer") and agents,
                                    outside attorneys, accountants, consultants
                                    and contractors of the Partnership and the
                                    determination of their compensation and
                                    other terms of employment or hiring;

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


                                      -23-
<PAGE>   29
                           (13)     the formation of, or acquisition of an
                                    interest (including non-voting interests in
                                    entities controlled by Affiliates of the
                                    Partnership or third parties) in, and the
                                    contribution of property to, any further
                                    limited or general partnerships, joint
                                    ventures, limited liability companies or
                                    other relationships that it deems desirable
                                    (including, without limitation, the
                                    acquisition of interests in, and the
                                    contributions of funds or property to, or
                                    making of loans to, its Subsidiaries and any
                                    other Person in which it has an equity
                                    investment from time to time, or the
                                    incurrence of indebtedness on behalf of such
                                    Persons or the guarantee of the obligations
                                    of such Persons); provided that, as long as
                                    the Managing General Partner has determined
                                    to continue to qualify as a REIT, the
                                    Partnership may not engage in any such
                                    formation, acquisition or contribution that
                                    would cause the Managing General Partner to
                                    fail to qualify as a REIT;

                           (14)     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, 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;

                           (15)     the determination of the fair market value
                                    of any Partnership property distributed in
                                    kind, using such reasonable method of
                                    valuation as the Managing General Partner
                                    may adopt;

                           (16)     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 assets or investment held
                                    by the Partnership;

                           (17)     the exercise of any of the powers of the
                                    General Partners 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, individually or
                                    jointly with any such Subsidiary or other
                                    Person;

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

                           (19)     the making, executing and delivering of any
                                    and all deeds, leases, notes, deeds to
                                    secure debt, mortgages, deeds of trust,
                                    security agreements,


                                      -24-
<PAGE>   30
                                    conveyances, contracts, guarantees,
                                    warranties, indemnities, waivers, releases
                                    or other legal instruments or agreements in
                                    writing necessary or appropriate in the
                                    judgment of the Managing General Partner for
                                    the accomplishment of any of the powers of
                                    the General Partners enumerated in this
                                    Agreement; and

                           (20)     the distribution of cash to acquire
                                    Partnership Units held by a Limited Partner
                                    in connection with a Limited Partner's
                                    exercise of its Redemption Right under
                                    Section 8.6; and

                           (21)     the amendment and restatement of Exhibit A
                                    to reflect accurately at all times the
                                    Capital Contributions and Percentage
                                    Interests of the Partners as the same are
                                    adjusted from time to time to the extent
                                    necessary to reflect redemptions, Capital
                                    Contributions, the issuance of Partnership
                                    Units, the admission of any Additional
                                    Limited Partner or any Substituted Limited
                                    Partner or otherwise, which amendment and
                                    restatement, notwithstanding anything in
                                    this Agreement to the contrary, shall not be
                                    deemed an amendment of this Agreement, as
                                    long as the matter or event being reflected
                                    in Exhibit A otherwise is authorized by this
                                    Agreement.

                  B. No Approval by Limited Partners. Except as provided in
Section 7.11, each of the Limited Partners and the other General Partners agrees
that the Managing 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, the Act or any applicable law, rule or
regulation, to the full extent permitted under the Act or other applicable law.
The execution, delivery or performance by the Managing General Partner or the
Partnership of any agreement authorized or permitted under this Agreement shall
not constitute a breach by the Managing General Partner of any duty that the
Managing 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. Insurance. At all times from and after the date hereof, the
Managing 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 and (iii) such other
insurance as the Managing General Partner, in its sole and absolute discretion,
determines to be necessary.

                  D. Working Capital and Other Reserves. At all times from and
after the date hereof, the Managing General Partner may cause the Partnership to
establish and maintain working capital reserves in such amounts as the Managing
General Partner, in its sole and absolute discretion, deems appropriate and
reasonable from time to time, including upon liquidation of the Partnership
under Section 13.

                  E. No Obligations to Consider Tax Consequences of Limited
Partners. In exercising their authority under this Agreement, the General
Partners may, but shall be under no obligation to, take into account the tax
consequences to any Partner (including the General Partners) of any action taken
(or not taken) by any of them. The General Partners and the Partnership shall
not have liability to a Limited Partner for monetary damages or otherwise for
losses sustained, liabilities incurred


                                      -25-
<PAGE>   31
or benefits not derived by such Limited Partner in connection with such
decisions, provided that the General Partners have acted in good faith and
pursuant to their authority under this Agreement.


SECTION 7.2           CERTIFICATE OF LIMITED PARTNERSHIP

                  The General Partners have previously filed the Certificate
with the Secretary of State of Delaware. To the extent that such action is
determined by the General Partners to be reasonable and necessary or
appropriate, the General Partners 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 other jurisdiction in which the Partnership may elect to
do business or own property. Subject to the terms of Section 8.5.A(4), the
General Partners 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 Managing 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) in the State of Delaware and any other state, the District of
Columbia or other jurisdiction in which the Partnership may elect to do business
or own property.


SECTION 7.3           TITLE TO PARTNERSHIP ASSETS

                  Title to Partnership assets, whether real, personal or mixed
and whether tangible or intangible, shall be deemed to be owned by the
Partnership as an entity, and no Partners, individually or collectively, shall
have any ownership interest in such Partnership assets or any portion thereof.
Title to any or all of the Partnership assets may be held in the name of the
Partnership, any General Partner or one or more nominees, as the Managing
General Partner may determine, including Affiliates of the General Partners. The
General Partners hereby declare and warrant that any Partnership assets for
which legal title is held in the name of any General Partner or any nominee or
Affiliate of the General Partners shall be held by that General Partner for the
use and benefit of the Partnership in accordance with the provisions of this
Agreement. 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 7.4           REIMBURSEMENT OF THE GENERAL PARTNERS

                  A. No Compensation. Except as provided in this Section 7.4 and
elsewhere in this Agreement (including the provisions of Articles V and VI
regarding distributions, payments and allocations to which it may be entitled),
the General Partners shall not be compensated for their services as general
partners of the Partnership.

                  B. Responsibility for Partnership Expenses. The Partnership
shall be responsible for and shall pay all expenses relating to the
Partnership's organization, the ownership of its assets and its operations. The
Managing General Partner shall be reimbursed on a monthly basis, or such other
basis as the Managing General Partner may determine in its sole and absolute
discretion, for all expenses it incurs relating to the ownership and operation
of, or for the benefit of, the Partnership (including, without limitation,
expenses related to the operations of the General Partners and to the management
and administration of any Subsidiaries of the Managing General Partner or the
Partnership or Affiliates of the Partnership, such as auditing expenses and
filing fees); provided that, the amount of any such


                                      -26-
<PAGE>   32
reimbursement shall be reduced by (i) any interest earned by the Managing
General Partner with respect to bank accounts or other instruments or accounts
held by it on behalf of the Partnership as permitted in Section 7.5.A (which
interest is considered to belong to the Partnership and shall be paid over to
the Partnership to the extent not applied to reimburse the Managing General
Partner for expenses hereunder); and (ii) any amount derived by the Managing
General Partner from any investments permitted in Section 7.5.A. The Managing
General Partner shall determine in good faith the amount of expenses incurred by
it related to the ownership and operation of, or for the benefit of, the
Partnership. If certain expenses are incurred for the benefit of the Partnership
and other entities (including the Managing General Partner), such expenses will
be allocated to the Partnership and such other entities in such a manner as the
Managing General Partner in its sole and absolute discretion deems fair and
reasonable. Such reimbursements shall be in addition to any reimbursement to the
Managing General Partner pursuant to Section 10.3.C and as a result of
indemnification pursuant to Section 7.7. All payments and reimbursements
hereunder shall be characterized for federal income tax purposes as expenses of
the Partnership incurred on its behalf, and not as expenses of the Managing
General Partner.

                  C. Partnership Interest Issuance Expenses. The Managing
General Partner shall also be reimbursed for all expenses it incurs relating to
any issuance of Partnership Interests, Shares, Debt of the Partnership or the
Managing General Partner or rights, options, warrants or convertible or
exchangeable securities pursuant to Article IV (including, without limitation,
all costs, expenses, damages and other payments resulting from or arising in
connection with litigation related to any of the foregoing), all of which
expenses are considered by the Partners to constitute expenses of, and for the
benefit of, the Partnership.

                  D. Purchases of Shares by the Managing General Partner. If the
Managing General Partner exercises its rights under the Declaration of Trust to
purchase Shares or otherwise elects to purchase from its shareholders Shares in
connection with a share repurchase or similar program or for the purpose of
delivering such Shares to satisfy an obligation under any dividend reinvestment
or equity purchase program adopted by the Managing General Partner, any employee
equity purchase plan adopted by the Managing General Partner or any similar
obligation or arrangement undertaken by the Managing General Partner in the
future, the purchase price paid by the Managing General Partner for those Shares
and any other expenses incurred by the Managing General Partner in connection
with such purchase shall be considered expenses of the Partnership and shall be
reimbursable to the Managing General Partner, subject to the conditions that:
(i) if those Shares subsequently are to be sold by the Managing General Partner,
the Managing General Partner shall pay to the Partnership any proceeds received
by the Managing General Partner for those Shares (provided that a transfer of
Shares for Partnership Units pursuant to Section 8.6 would not be considered a
sale for such purposes); and (ii) if such Shares are not retransferred by the
Managing General Partner within thirty (30) days after the purchase thereof, the
Managing General Partner shall cause the Partnership to cancel a number of
Partnership Units (rounded to the nearest whole Partnership Unit) held by the
Managing General Partner equal to the product attained by multiplying the number
of those Shares by a fraction, the numerator of which is one and the denominator
of which is the Conversion Factor.

                  E. Reimbursement not a Distribution. If and to the extent any
reimbursement made pursuant to this Section 7.4 is determined for federal income
tax purposes not to constitute a payment of expenses of the Partnership, the
amount so determined shall constitute a guaranteed payment with respect to
capital within the meaning of Section 707(c) of the Code, shall be treated
consistently therewith by the Partnership and all Partners and shall not be
treated as a distribution for purposes of computing the Partners' Capital
Accounts.


                                      -27-
<PAGE>   33
SECTION 7.5           OUTSIDE ACTIVITIES OF THE GENERAL PARTNERS; RELATIONSHIP
                      OF SHARES TO PARTNERSHIP UNITS; FUNDING DEBT

                  A. General. Without the Consent of the Outside Limited
Partners, the General Partners shall not, directly or indirectly, enter into or
conduct any business other than in connection with the ownership, acquisition
and disposition of Partnership Interests as a General Partner or Limited Partner
and the management of the business of the Partnership and such activities as are
incidental thereto. Without the Consent of the Outside Limited Partners, the
assets of the Managing General Partner shall be limited to Partnership Interests
and permitted debt obligations of the Partnership (as contemplated by Section
7.5.F), so that Shares and Partnership Units are completely fungible except as
otherwise specifically provided herein; provided, that the Managing General
Partner shall be permitted to hold such bank accounts or similar instruments or
accounts in its name as it deems necessary to carry out its responsibilities and
purposes as contemplated under this Agreement and its organizational documents
(provided that accounts held on behalf of the Partnership to permit the Managing
General Partner to carry out its responsibilities under this Agreement shall be
considered to belong to the Partnership and the interest earned thereon shall,
subject to Section 7.4.B, be applied for the benefit of the Partnership); and,
provided further, that the General Partners shall be permitted to acquire,
directly or through a Qualified REIT Subsidiary or limited liability company, up
to a one percent (1%) interest in any partnership or limited liability company
at least ninety-nine percent (99%) of the equity of which is owned, directly or
indirectly, by the Partnership. The Managing General Partner and any of its
Affiliates may acquire Limited Partnership Interests and shall be entitled to
exercise all rights of a Limited Partner relating to such Limited Partnership
Interests.

                  B. Repurchase of Shares. If the Managing General Partner
exercises its rights under the Declaration of Trust to purchase Shares or
otherwise elects to purchase from its shareholders Shares in connection with a
share repurchase or similar program or for the purpose of delivering such shares
to satisfy an obligation under any dividend reinvestment or share purchase
program adopted by the Managing General Partner, any employee share purchase
plan adopted by the Managing General Partner or any similar obligation or
arrangement undertaken by the Managing General Partner in the future, then the
Managing General Partner shall cause the Partnership to purchase from the
Managing General Partner that number of Partnership Units of the appropriate
class equal to the product obtained by multiplying the number of Shares
purchased by the Managing General Partner times a fraction, the numerator of
which is one and the denominator of which is the Conversion Factor, on the same
terms and for the same aggregate price that the Managing General Partner
purchased such Shares.

                  C. Forfeiture of Shares. If the Partnership or the Managing
General Partner acquires Shares as a result of the forfeiture of such Shares
under a restricted or similar share plan, then the Managing General Partner
shall cause the Partnership to cancel that number of Partnership Units equal to
the number of Shares so acquired, and, if the Partnership acquired such Shares,
it shall transfer such Shares to the Managing General Partner for cancellation.

                  D. Issuances of Shares. After the Effective Date, the Managing
General Partner shall not grant, award, or issue any additional Shares (other
than Shares issued pursuant to Section 8.6 hereof, pursuant to a dividend or
distribution (including any share split) of Shares to all of its shareholders,
or in connection with any acquisition permitted by Section 7.5.A hereof of up to
a one percent (1%) interest in any partnership or limited liability company at
least ninety-nine percent (99%) of the equity of which is owned, directly or
indirectly, by the Partnership), other equity securities of the Managing General
Partner, New Securities or Convertible Funding Debt unless (i) the Managing
General Partner shall cause, pursuant to Section 4.2.A hereof, the Partnership
to issue to the Managing General Partner Partnership Interests or rights,
options, warrants or convertible or exchangeable securities of the


                                      -28-
<PAGE>   34
Partnership having designations, preferences and other rights, all such that the
economic interests are substantially the same as those of such additional
Shares, other equity securities, New Securities or Convertible Funding Debt, as
the case may be, and (ii) the Managing General Partner transfers to the
Partnership, as an additional Capital Contribution, the proceeds from the grant,
award, or issuance of such additional Shares, other equity securities, New
Securities or Convertible Funding Debt, as the case may be, or from the exercise
of rights contained in such additional Shares, other equity securities, New
Securities or Convertible Funding Debt, as the case may be. Without limiting the
foregoing, the Managing General Partner is expressly authorized to issue
additional Shares, other equity securities, New Securities or Convertible
Funding Debt, as the case may be, for less than fair market value, and the
Managing General Partner is expressly authorized, pursuant to Section 4.2.A
hereof, to cause the Partnership to issue to the Managing General Partner
corresponding Partnership Interests, as long as (a) the Managing General Partner
concludes in good faith that such issuance is in the interests of the Managing
General Partner and the Partnership (for example, and not by way of limitation,
the issuance of Shares and corresponding Partnership Units pursuant to a share
purchase plan providing for purchases of Shares, either by employees or
shareholders, at a discount from fair market value or pursuant to employee share
options that have an exercise price that is less than the fair market value of
the Shares, either at the time of issuance or at the time of exercise) and (b)
the Managing General Partner transfers all proceeds from any such issuance or
exercise to the Partnership as an additional Capital Contribution.

                  E. Share Option Plan. If at any time or from time to time, the
Managing General Partner sells Shares pursuant to any Share Option Plan, the
Managing General Partner shall transfer the net proceeds of the sale of such
Shares to the Partnership as an additional Capital Contribution in exchange for
an amount of additional Partnership Units equal to the number of Shares so sold
divided by the Conversion Factor.

                  F. Funding Debt. The Managing General Partner may incur a
Funding Debt, including, without limitation, a Funding Debt that is convertible
into Shares or otherwise constitutes a class of New Securities ("Convertible
Funding Debt"), subject to the condition that the Managing General Partner lend
to the Partnership the net proceeds of such Funding Debt; provided, that
Convertible Funding Debt shall be issued pursuant to Section 7.5.D above; and,
provided further, that the Managing General Partner shall not be obligated to
lend the net proceeds of any Funding Debt to the Partnership in a manner that
would be inconsistent with the Managing General Partner's ability to remain
qualified as a REIT. If the Managing General Partner enters into any Funding
Debt, the loan to the Partnership shall be on comparable terms and conditions,
including interest rate, repayment schedule and costs and expenses, as are
applicable with respect to or incurred in connection with such Funding Debt.


SECTION 7.6           TRANSACTIONS WITH AFFILIATES

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

                  B. Conflict Avoidance. The General Partners are 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 General Partners on such terms as the
General Partners, in their sole and absolute discretion, believe are advisable.


                                      -29-
<PAGE>   35
                  C. Benefit Plans Sponsored by the Partnership. The Managing
General Partner in its sole and absolute discretion and without the approval of
the Limited Partners, may propose and adopt on behalf of the Partnership
employee benefit plans funded by the Partnership for the benefit of employees of
the Managing General Partner, the Partnership, Subsidiaries of the Partnership
or any Affiliate of any of them.


SECTION 7.7           INDEMNIFICATION

                  A. General. The Partnership shall indemnify each Indemnitee to
the fullest extent provided by the Act from and against any and all losses,
claims, damages, liabilities, joint or several, expenses (including, without
limitation, attorneys fees and other legal fees and expenses), judgments, fines,
settlements and other amounts arising from or in connection with any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative, incurred by the Indemnitee and relating to the Partnership or
the General Partners or the operation of, or the ownership of property by, any
of them as set forth in this Agreement in which any such Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, unless it is
established by a final determination of a court of competent jurisdiction that:
(i) the act or omission of the Indemnitee was material to the matter giving rise
to the proceeding and either was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) the Indemnitee actually received an
improper personal benefit in money, property or services or (iii) in the case of
any criminal proceeding, the Indemnitee had reasonable cause to believe that the
act or omission was unlawful. Without limitation, the foregoing indemnity shall
extend to any liability of any Indemnitee, pursuant to a loan guarantee,
contractual obligation for any indebtedness or other obligation or otherwise,
for any indebtedness of the Partnership or any Subsidiary of the Partnership
(including, without limitation, any indebtedness which the Partnership or any
Subsidiary of the Partnership has assumed or taken subject to), and the Managing
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. The termination of any proceeding by
judgment, order or settlement does not create a presumption that the Indemnitee
did not meet the requisite standard of conduct set forth in this Section 7.7.A.
The termination of any proceeding by conviction or upon a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the Indemnitee acted in a manner
contrary to that specified in this Section 7.7.A 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 any insurance
proceeds from the liability policy covering the General Partners and any
Indemnitee, and neither a 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. Advancement of Expenses. Reasonable expenses expected to be
incurred by an Indemnitee shall be paid or reimbursed by the Partnership in
advance of the final disposition of any and all claims, demands, actions, suits
or proceedings, civil, criminal, administrative or investigative made or
threatened against an Indemnitee 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.


                                      -30-
<PAGE>   36
                  C. No Limitation of Rights. 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 unless otherwise provided in
a written agreement pursuant to which such Indemnitee is indemnified.

                  D. Insurance. The Partnership may purchase and maintain
insurance on behalf of the Indemnitees and such other Persons as the Managing
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. Benefit Plan Fiduciary. For purposes of this Section 7.7,
(i) excise taxes assessed on an Indemnitee, of for which the Indemnitee is
otherwise found liable, with respect to an ERISA Plan pursuant to applicable law
shall constitute fines within the meaning of this Section 7.7 and (iii) actions
taken or omitted by the Indemnitee with respect to an ERISA Plan in the
performance of its duties for a purpose reasonably believed by it to be in the
interest of the participants and beneficiaries of such ERISA Plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
Partnership.

                  F. No Personal Liability for Limited Partners. 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. Interested Transactions. 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.

                  H. Benefit. The provisions of this Section 7.7 are for the
benefit of the Indemnitees, their employees, officers, directors, trustees,
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 limitation 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 related
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. Indemnification Payments Not Distributions. If and to the
extent any payments to the General Partners pursuant to this Section 7.7
constitute gross income to the General Partners (as opposed to the repayment of
advances made on behalf of the Partnership), such amounts shall constitute
guaranteed payments within the meaning of Section 707(c) of the Code, shall be
treated consistently therewith by the Partnership and all Partners, and shall
not be treated as distributions for purposes of computing the Partners' Capital
Accounts.

                  J. Exception to Indemnification. Notwithstanding anything to
the contrary in this Agreement, a General Partner shall not be entitled to
indemnification hereunder for any loss, claim, damage, liability or expense for
which such General Partner is obligated to indemnify the Partnership under any
other agreement between such General Partner and the Partnership.


                                      -31-
<PAGE>   37
SECTION 7.8           LIABILITY OF THE GENERAL PARTNERS

                  A. General. Notwithstanding anything to the contrary set forth
in this Agreement, no General Partner shall be liable for monetary damages 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 unless that General Partner acted in
bad faith and the act or omission was material to the matter giving rise to the
loss, liability or benefit not derived.

                  B. No Obligation to Consider Separate Interests of Limited
Partners or Shareholders. The Limited Partners expressly acknowledge that the
General Partners are acting on behalf of the Partnership, that the General
Partners are under no obligation to consider the separate interests of the
Limited Partners (including, without limitation, the tax consequences to Limited
Partners or Assignees) in deciding whether to cause the Partnership to take (or
decline to take) any actions, and that the General Partners shall not be liable
for monetary damages for losses sustained, liabilities incurred or benefits not
derived by Limited Partners in connection with such decisions, provided that the
General Partners have acted in good faith.

                  C. Actions of Agents. Subject to their obligations and duties
as General Partners set forth in Section 7.1.A, the General Partners may
exercise any of the powers granted to them by this Agreement and perform any of
the duties imposed upon them hereunder either directly or by or through their
agents. The General Partners shall not be responsible for any misconduct or
negligence on the part of any such agent appointed by a General Partner in good
faith.

                  D. Effect of Amendment. Notwithstanding any other provision
contained herein, 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 a General Partner's 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.

SECTION 7.9           OTHER MATTERS CONCERNING THE GENERAL PARTNERS

                  A. Reliance on Documents. A 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. Reliance on Advisors. The General Partners may consult with
legal counsel, accountants, appraisers, management consultants, investment
bankers and other consultants and advisers selected by them, and any act taken
or omitted to be taken in reliance upon the opinion of such Persons as to
matters which the General Partners reasonably believe 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. Action Through Agents. The General Partners shall have the
right, in respect of any of their powers or obligations hereunder, to act
through any of their duly authorized officers and a duly appointed attorney or
attorneys-in-fact. Each such attorney shall, to the extent provided by the


                                      -32-
<PAGE>   38
General Partners in the power of attorney, have full power and authority to do
and perform all and every act and duty which is permitted or required to be done
by the General Partners hereunder.

                  D. Actions to Maintain REIT Status or Avoid Taxation of the
General Partner Entity. Notwithstanding any other provisions of this Agreement
or the Act, any action of the General Partners on behalf of the Partnership or
any decision of a 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 Entity to continue to qualify as a REIT or (ii) to allow the General
Partner Entity to avoid incurring any liability for taxes under Section 857 or
4981 of the Code, is expressly authorized under this Agreement and is deemed
approved by all of the Limited Partners.

                  E. Actions to Maintain REOC Status. If and so long as the
Partnership Interests of "benefit plan investors" are "significant" (as such
term or terms succeeding thereto with the same objective are used in 29 C.F.R.
Section 2510.3-101(f) (such regulation or successor regulation being known as
the "Plan Assets Regulation")), or if necessary so that the underlying assets of
the Managing General Partner will not be "plan assets " (as such term is defined
in the Plan Assets Regulations) of any ERISA Partner, then the Managing General
Partner shall conduct the affairs of the Partnership in such manner so that the
Partnership shall qualify as a "real estate operating company" ("REOC"), as that
term is used in the Plan Assets Regulations, and so that the assets of the
Partnership will not be plan assets of any ERISA Partner.

                           (i) If the Managing General Partner, pursuant to this
Section 7.09.E, intends to conduct the affairs of the Partnership as a REOC, the
Managing General Partner shall deliver to each ERISA Partner an opinion of
counsel reasonably acceptable to each ERISA Partner and upon which such ERISA
Partner may rely with respect to the Partnership's REOC status as of the
"initial valuation date" and, if requested in writing by an ERISA Partner, as of
each "annual valuation period" (as those terms, or terms succeeding thereto with
the same objective, are defined in the Plan Assets Regulation). Such opinion of
counsel shall state, (A) as to the opinion respecting the "initial valuation
date," that the Partnership shall qualify as a REOC for the period beginning on
such "initial valuation date" and ending on the last day of the first "annual
valuation period," and (B) as to each annual opinion respecting each "annual
valuation period," that the Partnership shall qualify as a REOC for the 12-month
period following the last day of such "annual valuation period." Such opinion of
counsel may rely upon, among other things, a certificate of the Managing General
Partner as to the exercise of management rights with respect to one or more
investments (other than short-term investments pending long-term commitment or
distribution to investors) during the appropriate period, and as to a
description of such investments, and also shall state whether the Partnership
has included in a certification to the opinion a statement to the effect that on
such "initial valuation date" or during such "annual valuation period" at least
50 percent of Partnership assets (other than short-term investments pending
long-term commitment or distribution to investors), valued at cost, were
invested in real estate investments as described in the Plan Assets Regulation.

                           (ii) If the opinion described in this subsection is
not provided in the affirmative, or if any ERISA Partner shall obtain and
deliver to the Managing General Partner an opinion of counsel to such ERISA
Partner (which opinion shall be reasonably satisfactory to the Managing General
Partner) that there is a reasonable probability that the Partnership was not or
will not be a REOC for a period in which either (i) participation by benefit
plan investors in the Partnership is significant or (ii) REOC status is
necessary so that the underlying assets of the Managing General Partner will not
be


                                      -33-
<PAGE>   39
plan assets and the Managing General Partner does not obtain an opinion to the
contrary reasonably acceptable to each such ERISA Partner within fifteen (15)
days of its receipt of the opinion delivered by the ERISA Partner (it being
understood that the existence or reaffirmation of the opinion delivered by the
ERISA Partner to the Managing General Partner shall not constitute the sole
basis of any ERISA Partner's determination that the opinion delivered within
fifteen days by the Managing General Partner is not reasonably satisfactory),
then the Managing General Partner is hereby authorized and empowered to take
such actions as it deems necessary and appropriate to mitigate, prevent, or cure
such adverse consequences as might result to an ERISA Partner from the
underlying assets of the Partnership being assets of an ERISA Partner or the
underlying assets of the Managing General Partner being assets of any ERISA
Partner.


SECTION 7.10          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
Managing General Partner has full power and authority, without 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, to enter into any contracts on
behalf of the Partnership and to take any and all actions on behalf of the
Partnership, and such Person shall be entitled to deal with the Managing General
Partner as if the Managing General Partner were the Partnership's sole party in
interest, both legally and beneficially. Each Limited Partner hereby waives any
and all defenses or other remedies which may be available against such Person to
contest, negate or disaffirm any action of the Managing General Partner in
connection with any such dealing. In no event shall any Person dealing with the
Managing General Partner or its representatives be obligated to ascertain that
the terms of this Agreement have been complied with or to inquire into the
necessity or expedience of any act or action of the Managing General Partner or
its representatives. Each and every certificate, document or other instrument
executed on behalf of the Partnership by the Managing 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.


SECTION 7.11          RESTRICTIONS ON GENERAL PARTNERS' AUTHORITY

                  A. Consent Required. The General Partners may not take any
action in contravention of an express prohibition or limitation of this
Agreement without the written Consent of (i) all Partners adversely affected or
(ii) such lower percentage of the Limited Partnership Interests as may be
specifically provided for under a provision of this Agreement or the Act.

                  B. Sale of All Assets of the Partnership. Except as provided
in Article XIII, the General Partners may not, directly or indirectly, cause the
Partnership to sell, exchange, transfer or otherwise dispose of all or
substantially all of the Partnership's assets in a single transaction or a
series of related transactions (including by way of merger (including a
triangular merger), consolidation or other combination with any other Persons)
(i) if such merger, sale or other transaction is in connection with a
Termination Transaction permitted under Section 11.2.B hereof, without the
Consent of the Partners holding at least a majority of the then outstanding
Partnership Units (including any Partnership Units held by the General
Partners), or (ii) otherwise, without the Consent of the Outside Limited
Partners.


                                      -34-
<PAGE>   40
                 C. Communications Act Investor. Unless otherwise approved in
writing by each affected Communications Act Investor (hereinafter defined), the
General Partners may not, directly or indirectly, cause the Partnership to
invest in any Property or otherwise take any action that (i) would result in the
Communications Act Investor being placed in a position whereby it would have or
be deemed to have the right to act for any third party in selecting or dealing
with any interexchange carrier (which, for purposes hereof, shall include
satellite telecommunication service) in providing long distance service between
local access and transport areas which originates in any State within the region
in which the affected Communications Act Investor (or the operating company
affiliate thereof) provides wireline telephone local exchange service, (but in
no event shall the foregoing be deemed to prohibit the Partnership from
contracting with a third party to perform such functions on a discretionary
basis as part of its property management duties where such activity is a
necessary adjunct to an investment and such activities, in the aggregate, are
not significant in relation to the Partnership's business activities taken as a
whole), or (ii) would cause a significant percentage of the Partnership's gross
income from any Property to be attributable to either the provision or resale of
long distance service between local access and transport areas which originates
in any State within the region in which the affected Communications Act Investor
(or the operating company affiliate thereof) provides wireline telephone local
exchange service, or the manufacture of telecommunications, customer premises or
related equipment. In addition, the Partnership will not engage in any
telecommunications activities other than those that may be ancillary to the
ownership or operation of its investments or make an investment in a cable
television system that would violate the cable-telephone cross-ownership
restriction in the Communications Act of 1934, as amended, with regard to the
local exchange service area of a Communications Act Investor (or the operating
company affiliate thereof). Notwithstanding the foregoing, the Partnership is
not precluded from engaging in any telecommunications business or cable business
unless such business is found to place the Communications Act Investor in
violation of law. The Managing General Partner shall have a period of 120 days
following a finding by a court or regulatory body that such a violation exists
to use its reasonable best efforts to prevent or eliminate such violation,
including, but not limited to, correction of the condition giving rise to the
violation, amendment to this Agreement or sale of the relevant property or the
interest of the Communications Act Investor therein. A "Communications Act
Investor" is a Partner or shareholder of the Managing General Partner that has
notified the Managing General Partner that it is subject to the Communications
Act of 1934, as amended.


SECTION 7.12          LOANS BY THIRD PARTIES

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


SECTION 7.13          ACTIONS OF THE GENERAL PARTNERS

                  Any act (including, without limitation, execution of any
document), determination or judgment required by this Agreement to be performed
or made by the General Partners (as opposed to by the Managing General Partner
acting alone), may be performed or made by the Managing General Partner,
provided it has obtained the consent of a majority in number of all of the
General Partners (including the Managing General Partner).


                                      -35-
<PAGE>   41
                                  ARTICLE VIII
                   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 Section
10.5, or under the Act.


SECTION 8.2           MANAGEMENT OF BUSINESS

                  No Limited Partner or Assignee (other than the General
Partners, any of their Affiliates or any officer, director, employee, partner,
agent or trustee of a General Partner, the Partnership or any of their
Affiliates, in their capacity as such) shall take part in the operation,
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 a General Partner, any of its Affiliates or any officer,
director, employee, partner, agent or trustee of a 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 Section 7.5 hereof, and subject to any agreements
entered into pursuant to Section 7.6.C hereof and to any other agreements
entered into by a Limited Partner or its Affiliates with the Partnership or a
Subsidiary, any Limited Partner (other than a General Partner) and any 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 in direct or indirect competition with 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. None of the Limited Partners (other than the General 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 Managing General Partner to the extent expressly
provided herein), and such Person shall have no obligation pursuant to this
Agreement to offer any interest in any such business ventures to the
Partnership, any Limited Partner or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any
Limited Partner or such other Person, could be taken by such Person.


SECTION 8.4           RETURN OF CAPITAL

                  Except pursuant to the right of redemption set forth in
Section 8.6, 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. No
Limited Partner or Assignee shall have priority over any other Limited Partner
or Assignee either as to the return of Capital Contributions (except as
permitted by Section 4.2.A) or, except to the extent provided by Exhibit C or as
permitted by Sections 4.2.A, 5.1.B(i), 6.1.A(ii) and 6.1.B(i), or otherwise
expressly provided in this Agreement, as to profits, losses, distributions or
credits.


                                      -36-
<PAGE>   42
SECTION 8.5           RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP

                  A. General. In addition to other rights provided by this
Agreement or by the Act, and except as limited by Section 8.5.D, 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 the most recent annual
                                    and quarterly reports filed with the
                                    Securities and Exchange Commission by the
                                    General Partner Entity pursuant to the
                                    Exchange Act;

                           (2)      to obtain a copy of the Partnership's
                                    federal, state and local income tax returns
                                    for each Partnership 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 which each Partner has agreed to
                                    contribute in the future, and the date on
                                    which each became a Partner.

                  B. Notice of Conversion Factor. The Partnership shall notify
each Limited Partner upon request of the then current Conversion Factor and any
changes that have been made thereto.

                  C. Notice of Extraordinary Transaction of the General Partner
Entity. The General Partner Entity shall not make any extraordinary
distributions of cash or property to its shareholders or effect a merger
(including, without limitation, a triangular merger), a sale of all or
substantially all of its assets or any other similar extraordinary transaction
without notifying the Limited Partners of its intention to make such
distribution or effect such merger, sale or other extraordinary transaction at
least twenty (20) Business Days prior to the record date to determine
shareholders eligible to receive such distribution or to vote upon the approval
of such merger, sale or other extraordinary transaction (or, if no such record
date is applicable, at least twenty (20) business days before consummation of
such merger, sale or other extraordinary transaction). This provision for such
notice shall not be deemed (i) to permit any transaction that otherwise is
prohibited by this Agreement or requires a Consent of the Partners or (ii) to
require a Consent of the Limited Partners to a transaction that does not
otherwise require Consent under this Agreement. Each Limited Partner agrees, as
a condition to the receipt of the notice pursuant hereto, to keep confidential
the information set forth therein until such time as the General Partner Entity
has made public disclosure thereof and to use such information during such
period of confidentiality solely for purposes of determining whether to exercise
the Redemption Right; provided, however, that a Limited Partner may disclose
such information to its attorney, accountant and/or financial advisor for
purposes of obtaining advice with respect to such exercise so long as such
attorney, accountant and/or financial advisor agrees to receive and hold such
information subject to this confidentiality requirement.


                                      -37-
<PAGE>   43
                  D. Confidentiality. Notwithstanding any other provision of
this Section 8.5, the General Partners may keep confidential from the Limited
Partners, for such period of time as the General Partners determine in their
sole and absolute discretion to be reasonable, any information that (i) the
General Partners reasonably believe to be in the nature of trade secrets or
other information the disclosure of which the General Partners in good faith
believe is not in the best interests of the Partnership or could damage the
Partnership or its business or (ii) the Partnership is required by law or by
agreements with unaffiliated third parties to keep confidential.


SECTION 8.6           REDEMPTION RIGHT

                  A. General. (i) Subject to Section 8.6.C, at any time on or
after the first anniversary date of the issuance of a Partnership Unit to a
Limited Partner pursuant to Article IV hereof (which one-year period shall
commence upon the issuance of such Partnership Unit regardless of whether such
Partnership Unit is designated upon issuance as a Class A Unit, a Class B Unit
or otherwise and shall include the period of time from the date such Partnership
Unit is issued to such Limited Partner as other than a Class A Unit until the
date such Partnership Unit is converted automatically to a Class A Unit pursuant
to Section 4.2.C hereof), or on or after such date prior to the expiration of
such one-year period as the Managing General Partner, in its sole and absolute
discretion, designates with respect to any or all Class A Units then
outstanding, the holder of a Partnership Unit (if other than the Managing
General Partner or the General Partner Entity or any Subsidiary of either the
Managing General Partner or the General Partner Entity) shall have the right
(the "Redemption Right") to require the Partnership to redeem such Partnership
Unit, with such redemption to occur on the Specified Redemption Date and at a
redemption price equal to and in the form of the Cash Amount to be paid by the
Partnership; provided, however, that solely with respect to Partnership Units
issued to the Opportunity Partnerships in the Consolidation and ultimately
distributed by the Opportunity Partnerships to their respective limited
partners, the Redemption Right only shall be exercisable commencing on or after
the second anniversary date of the issuance of such Partnership Units. Any such
Redemption Right shall be exercised pursuant to a Notice of Redemption delivered
to the Partnership (with a copy to the Managing General Partner) by the Limited
Partner who is exercising the Redemption Right (the "Redeeming Partner"). A
Limited Partner may exercise the Redemption Right from time to time, without
limitation as to frequency, with respect to part or all of the Units that it
owns, as selected by the Limited Partner, provided that a Limited Partner may
not exercise the Redemption Right for less than one thousand (1,000) Partnership
Units unless such Redeeming Partner then holds less than one thousand (1,000)
Partnership Units, in which event the Redeeming Partner must exercise the
Redemption Right for all of the Partnership Units held by such Redeeming
Partner.

                           (ii) The Redeeming Partner shall have no right with
respect to any Partnership Units so redeemed to receive any distributions paid
after the Specified Redemption Date with respect to such Partnership Units.

                           (iii) The Assignee of any Limited Partner may
exercise the rights of such Limited Partner pursuant to this Section 8.6, and
such Limited Partner shall be deemed to have assigned such rights to such
Assignee and shall be bound by the exercise of such rights by such Limited
Partner's Assignee. In connection with any exercise of such rights by such
Assignee on behalf of such Limited Partner, the Cash Amount shall be paid by the
Partnership directly to such Assignee and not to such Limited Partner.


                                      -38-
<PAGE>   44
                           (iv) If the Managing General Partner provides notice
to the Limited Partners, pursuant to Section 8.5.C hereof, the Redemption Right
shall be exercisable, without regard to whether the Partnership Units have been
outstanding for any specified period, during the period commencing on the date
on which the Managing General Partner provides such notice and ending on the
record date to determine shareholders eligible to receive such distribution or
to vote upon the approval of such merger, sale or other extraordinary
transaction (or, if no such record date is applicable, at least twenty (20)
business days before the consummation of such merger, sale or other
extraordinary transaction). If this subparagraph (iv) applies, the Specified
Redemption Date is the date on which the Partnership and the Managing General
Partner receive notice of exercise of the Redemption Right, rather than ten (10)
Business Days after receipt of the notice of redemption.

                  B. Managing General Partner Assumption of Right. (i) If a
Limited Partner has delivered a Notice of Redemption, the Managing General
Partner may, in its sole and absolute discretion (subject to the limitations on
ownership and transfer of Shares set forth in the Declaration of Trust), elect
to assume directly and satisfy a Redemption Right by paying to the Redeeming
Partner either the Cash Amount or the Shares Amount, as the Managing General
Partner determines in its sole and absolute discretion (provided that payment of
the Redemption Amount in the form of Shares shall be in Shares registered for
resale under Section 12 of the Exchange Act and listed for trading on the
exchange or national market on which the Shares are Publicly Traded, and
provided further that, if the Shares are not Publicly Traded at the time a
Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be
paid only in the form of the Cash Amount unless the Redeeming Partner, in its
sole and absolute discretion, consents to payment of the Redemption Amount in
the form of the Shares Amount), on the Specified Redemption Date, whereupon the
Managing General Partner shall acquire the Partnership Units offered for
redemption by the Redeeming Partner and shall be treated for all purposes of
this Agreement as the owner of such Partnership Units. Unless the Managing
General Partner, in its sole and absolute discretion, shall exercise its right
to assume directly and satisfy the Redemption Right, the Managing General
Partner shall not have any obligation to the Redeeming Partner or to the
Partnership with respect to the Redeeming Partner's exercise of the Redemption
Right. If the Managing General Partner shall exercise its right to satisfy the
Redemption Right in the manner described in the first sentence of this Section
8.6B and shall fully perform its obligations in connection therewith, the
Partnership shall have no right or obligation to pay any amount to the Redeeming
Partner with respect to such Redeeming Partner's exercise of the Redemption
Right, and each of the Redeeming Partner, the Partnership and the Managing
General Partner shall, for federal income tax purposes, treat the transaction
between the General Partner and the Redeeming Partner as a sale of the Redeeming
Partner's Partnership Units to the Managing General Partner. Nothing contained
in this Section 8.6.B shall imply any right of the Managing General Partner to
require any Limited Partner to exercise the Redemption Right afforded to such
Limited Partner pursuant to Section 8.6.A.

                           (ii) If the Managing General Partner determines to
pay the Redeeming Partner the Redemption Amount in the form of Shares, the total
number of Shares to be paid to the Redeeming Partner in exchange for the
Redeeming Partner's Partnership Units shall be the applicable Shares Amount. If
this amount is not a whole number of Shares, the Redeeming Partner shall be paid
(i) that number of Shares which equals the nearest whole number less than such
amount plus (ii) an amount of cash which the Managing General Partner
determines, in its reasonable discretion, to represent the fair value of the
remaining fractional Share which would otherwise be payable to the Redeeming
Partner.


                                      -39-
<PAGE>   45
                           (iii) Each Redeeming Partner agrees to execute such
documents as the Managing General Partner may reasonably require in connection
with the issuance of Shares upon exercise of the Redemption Right.

                  C. Exceptions to Exercise of Redemption Right. Notwithstanding
the provisions of Sections 8.6.A and 8.6.B, a Partner shall not be entitled to
exercise the Redemption Right pursuant to Section 8.6.A if (but only as long as)
the delivery of Shares to such Partner on the Specified Redemption Date (i)
would be prohibited under the Declaration of Trust or (ii) would be prohibited
under applicable federal or state securities laws or regulations (in each case
regardless of whether the Managing General Partner would in fact assume and
satisfy the Redemption Right).

                  D. No Liens on Partnership Units Delivered for Redemption.
Each Limited Partner covenants and agrees with the Managing General Partner that
all Partnership Units delivered for redemption shall be delivered to the
Partnership or the Managing General Partner, as the case may be, free and clear
of all liens, and, notwithstanding anything contained herein to the contrary,
neither the Managing General Partner nor the Partnership shall be under any
obligation to acquire Partnership Units which are or may be subject to any
liens. Each Limited Partner further agrees that, if any state or local property
transfer tax is payable as a result of the transfer of its Partnership Units to
the Partnership or the Managing General Partner, such Limited Partner shall
assume and pay such transfer tax.

                  E. Additional Partnership Interests. If the Partnership issues
Partnership Interests to any Additional Limited Partner pursuant to Article IV,
the Managing General Partner shall make such revisions to this Section 8.6 as it
determines are necessary to reflect the issuance of such Partnership Interests
(including setting forth any restrictions on the exercise of the Redemption
Right with respect to such Partnership Interests).

                                   ARTICLE IX
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS


SECTION 9.1           RECORDS AND ACCOUNTING

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


SECTION 9.2           FISCAL YEAR

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


                                      -40-
<PAGE>   46
SECTION 9.3           REPORTS

                  A. Annual Reports. As soon as practicable, but in no event
later than the date on which the General Partner Entity mails its annual report
to its shareholders, the General Partner Entity shall cause to be mailed to each
Limited Partner an annual report, as of the close of the most recently ended
Partnership Year, containing financial statements of the Partnership, or of the
General Partner Entity if such statements are prepared solely on a consolidated
basis with the Partnership, for such Partnership Year, presented in accordance
with generally accepted accounting principles, such statements to be audited by
a nationally recognized firm of independent public accountants selected by the
General Partner Entity.

                  B. Quarterly Reports. If and to the extent that the General
Partner Entity mails quarterly reports to its shareholders, as soon as
practicable, but in no event later than the date on such reports are mailed, the
General Partner Entity shall cause to be mailed to each Limited Partner a report
containing unaudited financial statements, as of the last day of such calendar
quarter, of the Partnership, or of the General Partner Entity if such statements
are prepared solely on a consolidated basis with the Partnership, and such other
information as may be required by applicable law or regulation, or as the
Managing General Partner determines to be appropriate.

                                    ARTICLE X
                                   TAX MATTERS


SECTION 10.1          PREPARATION OF TAX RETURNS

                  The General Partners shall arrange for the preparation and
timely filing of all returns of Partnership income, gains, deductions, losses
and other items required of the Partnership for federal and state income tax
purposes and shall use all reasonable efforts to furnish, within ninety (90)
days of the close of each taxable year, the tax information reasonably required
by Limited Partners for federal and state income tax reporting purposes.


SECTION 10.2          TAX ELECTIONS

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


SECTION 10.3          TAX MATTERS PARTNER

                  A. General. The Managing General Partner shall be the "tax
matters partner" of the Partnership for federal income tax purposes. Pursuant to
Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the
beginning of an administrative proceeding with respect to the Partnership, the
tax matters partner shall furnish the IRS with the name, address, tax payer
identification number and profit interest of each of the Limited Partners and
any Assignees; provided, however, that such information is provided to the
Partnership by the Limited Partners.


                                      -41-
<PAGE>   47
                  B. Powers. 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
                                    Section 6231(a)(8) of the Code) or a member
                                    of a "notice group" (as defined in Section
                                    6223(b)(2) of the Code);

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

                           (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
                                    which is attributable to any item required
                                    to be taken into account by a Partner for
                                    tax purposes, or an item affected by such
                                    item; and

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

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


                                      -42-
<PAGE>   48
                  C. Reimbursement. 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. Nothing herein
shall be construed to restrict the Partnership from engaging an accounting firm
and/or law firm to assist the tax matters partner in discharging its duties
hereunder, so long as the compensation paid by the Partnership for such services
is reasonable.


SECTION 10.4          ORGANIZATIONAL EXPENSES

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


SECTION 10.5          WITHHOLDING

                  Each Limited Partner hereby authorizes the Partnership to
withhold from or pay on behalf of or with respect to such Limited Partner any
amount of federal, state, local, or foreign taxes that the Managing 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 Section 1441, 1442, 1445, or
1446 of the Code. Any amount paid on behalf of or with respect to a Limited
Partner shall constitute a loan by the Partnership to such Limited Partner,
which loan shall be repaid by such Limited Partner within fifteen (15) days
after notice from the Managing General Partner that such payment must be made
unless (i) the Partnership withholds such payment from a distribution which
would otherwise be made to the Limited Partner or (ii) the Managing General
Partner determines, in its sole and absolute discretion, that such payment may
be satisfied out of the available funds of the Partnership which would, but for
such payment, be distributed to the Limited Partner. Any amounts withheld
pursuant to the foregoing clauses (i) or (ii) shall be treated as having been
distributed to such Limited Partner. Each Limited Partner hereby unconditionally
and irrevocably grants to the Partnership a security interest in such Limited
Partner's Partnership Interest to secure such Limited Partner's obligation to
pay to the Partnership any amounts required to be paid pursuant to this Section
10.5. If a Limited Partner fails to pay any amounts owed to the Partnership
pursuant to this Section 10.5 when due, the Managing 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 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 under the laws of the State
of Illinois) 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 Managing General Partner shall request to
perfect or enforce the security interest created hereunder.


                                      -43-
<PAGE>   49
                                   ARTICLE XI
                            TRANSFERS AND WITHDRAWALS


SECTION 11.1          TRANSFER

                  A. Definition. The term "transfer," when used in this Article
XI with respect to a Partnership Interest or a Partnership Unit, shall be deemed
to refer to a transaction by which a General Partner purports to assign all or
any part of its General Partnership Interest to another Person or by which a
Limited Partner purports to assign all or any part of its Limited Partnership
Interest to another Person, and includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition by law
or otherwise. The term "transfer" when used in this Article XI does not include
any redemption or repurchase of Partnership Units by the Partnership from a
Partner or acquisition of Partnership Units from a Limited Partner by the
Managing General Partner pursuant to Section 8.6 or otherwise. No part of the
interest of a Limited Partner shall be subject to the claims of any creditor,
any spouse for alimony or support, or to legal process, and may not be
voluntarily or involuntarily alienated or encumbered except as may be
specifically provided for in this Agreement.

                  B. General. No Partnership Interest shall be transferred, in
whole or in part, except in accordance with the terms and conditions set forth
in this Article XI. Any transfer or purported transfer of a Partnership Interest
not made in accordance with this Article XI shall be null and void.


SECTION 11.2          TRANSFERS OF PARTNERSHIP INTERESTS OF GENERAL PARTNERS

                  A. Except for transfers of Partnership Units to the
Partnership as provided in Section 7.5 or Section 8.6, the Managing General
Partner may not transfer any of its Partnership Interest (including both its
General Partnership Interest and its Limited Partnership Interest) except in
connection with a transaction described in Section 11.2.B or as otherwise
expressly permitted under this Agreement, nor shall the Managing General Partner
withdraw as a General Partner except in connection with a transaction described
in Section 11.2.B. A General Partner, other than the Managing General Partner,
may not transfer any of its Partnership Interests or withdraw as a General
Partner except (i) in connection with a transaction described in Section 11.2.B,
(ii) as set forth in Section 11.2.C, (iii) as set forth in Section 7.9.E. or
(iv) with the consent of the Managing General Partner, in its sole and absolute
discretion.

                  B. The Managing General Partner shall not engage in any merger
(including a triangular merger), consolidation or other combination with or into
another person, sale of all or substantially all of its assets or any
reclassification, recapitalization or change of outstanding Shares (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of "Conversion
Factor") ("Termination Transaction"), unless the Termination Transaction has
been approved by the Consent of the Partners holding at least a majority of the
then outstanding Partnership Units (including any Partnership Units held by the
General Partners) and in connection with which all Limited Partners either will
receive, or will have the right to elect to receive, for each Partnership Unit
an amount of cash, securities, or other property equal to the product of the
Conversion Factor multiplied by the greatest amount of cash, securities or other
property paid to a holder of Shares corresponding to such Partnership Unit in
consideration of one such Share at any time during the period from and after the
date on which the Termination Transaction is consummated; provided that, if, in
connection with the Termination Transaction, a purchase, tender or exchange
offer shall have been made to and accepted by the holders of more than fifty
percent (50%) of the outstanding


                                      -44-
<PAGE>   50
Shares, each holder of Partnership Units shall receive, or shall have the right
to elect to receive without any right of Consent set forth above in this
subsection B, the greatest amount of cash, securities, or other property which
such holder would have received had it exercised the Redemption Right and
received Shares in exchange for its Partnership Units immediately prior to the
expiration of such purchase, tender or exchange offer and had thereupon accepted
such purchase, tender or exchange offer.

                  C. In accordance with its Plan of Dissolution and Liquidation
to be entered into on July 11, 1997 (the "Plan of Liquidation"), each of the
General Partners, other than the Managing General Partner, shall dissolve and
liquidate on the second anniversary date of the consummation of the
Consolidation. On such date, (i) each liquidating General Partner shall be
deemed to have withdrawn as a general partner from the Partnership and (ii) the
General Partnership Interest of such General Partner shall be converted into a
Limited Partnership Interest and distributed to such General Partner's partners
in accordance with the Plan of Liquidation.


SECTION 11.3          LIMITED PARTNERS' RIGHTS TO TRANSFER

                  A. General. Subject to the provisions of Sections 11.3.C,
11.3.D, 11.3.E, 11.4 and 11.6, a Limited Partner (other than a General Partner)
may transfer with or without the consent of the General Partners, all or any
portion of its Partnership Interest, or any of such Limited Partner's rights as
a Limited Partner, provided that prior written notice of such proposed transfer
is delivered to the Managing General Partner. Notwithstanding the foregoing, any
Limited Partner may, at any time, without the consent of the General Partners,
(i) transfer all or any portion of its Partnership Interest to any General
Partner, (ii) transfer all or any portion of its Partnership Interest to an
Affiliate, another original Limited Partner or to an Immediate Family member,
subject to the provisions of Section 11.6, (iii) transfer all or any portion of
its Partnership Interest to a trust for the benefit of a charitable beneficiary
or to a charitable foundation, subject to the provisions of Section 11.6, and
(iv) subject to the provisions of Section 11.6, pledge (a "Pledge") all or any
portion of its Partnership Interest to a lending institution, which is not an
Affiliate of such Limited Partner, as collateral or security for a bona fide
loan or other extension of credit, and transfer such pledged Partnership
Interest to such lending institution in connection with the exercise of remedies
under such loan or extension or credit. Each Limited Partner or Assignee
(resulting from a transfer made pursuant to clauses (i) -(iv) of the proviso of
the preceding sentence) shall have the right to transfer all or any portion of
its Partnership Interest, subject to the provisions of Section 11.6 and the
satisfaction of each of the following conditions (in addition to the right of
each such Limited Partner or Assignee to continue to make any such transfer
permitted by clauses (i) - (iv) of such proviso without satisfying either of the
following conditions):

                  (a)      GENERAL PARTNER RIGHT OF FIRST REFUSAL. The
                           transferring Partner shall give written notice of the
                           proposed transfer to the General Partner, which
                           notice shall state (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) days upon which to give the
                           transferring Partner notice of its election to
                           acquire the Partnership Units on the proposed terms.
                           If it so elects, it shall purchase the Partnership
                           Units on such terms within ten (10) days after giving
                           notice of such election. If it does not so elect, the
                           transferring Partner may transfer such Partnership
                           Units to a third party, on economic terms no more
                           favorable to the


                                      -45-
<PAGE>   51
                           transferee than the proposed terms, subject to the
                           other condition of this Section 11.3.

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

                  It is a condition to any transfer otherwise permitted
hereunder (excluding Pledges of a Partnership Interest, but including any
transfer of the pledged Partnership Interest, whether to the secured party or
otherwise, pursuant to the secured party's exercise of its remedies under such
Pledge or the related loan or extension of credit) that the transferee assumes
by operation of law or express agreement all of the obligations of the
transferor Limited Partner under this Agreement with respect to such transferred
Partnership Interest and no such transfer (other than pursuant to a statutory
merger or consolidation wherein all obligations and liabilities of the
transferor Partner are assumed by a successor corporation by operation of law)
shall relieve the transferor Partner of its obligations under this Agreement
without the approval of the General Partner, in its reasonable discretion.
Notwithstanding the foregoing, any transferee of any transferred Partnership
Interest shall be subject to any and all ownership limitations contained in the
Declaration of Trust. 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 Substitute Limited Partner, no transferee,
whether by a voluntary transfer, by operation of law or otherwise, shall have
rights hereunder, other than the rights of an Assignee as provided in Section
11.5.

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

                  C. No Transfers Violating Securities Laws. The Managing
General Partner may prohibit any transfer of Partnership Units by a Limited
Partner unless it receives a written opinion of legal counsel (which opinion and
counsel shall be reasonably satisfactory to the Partnership) to such Limited
Partner that such transfer would not require filing of a registration statement
under the Securities Act or would not otherwise violate any federal, or state
securities laws or regulations applicable to the Partnership or the Partnership
Unit or, at the option of the Partnership, an opinion of legal counsel to the
Partnership to the same effect.

                  D. No Transfers Affecting Tax Status of Partnership. No
transfer of Partnership Units by a Limited Partner (including a redemption or
exchange pursuant to Section 8.6) 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 for federal income tax
purposes or would result in a termination of the Partnership for federal income
tax purposes (except as a result of the redemption or exchange for Shares of all
Partnership Units held by all Limited Partners other than the General Partners
or the General Partner Entity or any Subsidiary of either the Managing General
Partner or the General Partner Entity or pursuant to a transaction expressly
permitted under Section 7.11.B or Section 11.2), (ii) in the opinion of legal
counsel for the Partnership, it would adversely affect the ability of the
General Partner Entity to continue to qualify as a REIT or would subject the
General Partner Entity to any additional taxes under Section 857 or Section 4981
of the Code or (iii) such transfer is effectuated


                                      -46-
<PAGE>   52
through an "established securities market" or a "secondary market (or the
substantial equivalent thereof)" within the meaning of Section 7704 of the Code.

                  E. No Transfers to Holders of Nonrecourse Liabilities. No
Pledge or transfer of any Partnership Units may be made to a lender to the
Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose loan
constitutes a Nonrecourse Liability unless (i) the Managing General Partner is
provided notice thereof and (ii) the lender enters into an arrangement with the
Partnership and the Managing General Partner to exchange or redeem for the
Redemption Amount any Partnership Units in which a security interest is held
simultaneously with the time at which such lender would be deemed to be a
partner in the Partnership for purposes of allocating liabilities to such lender
under Section 752 of the Code.


SECTION 11.4          SUBSTITUTED LIMITED PARTNERS

                  A. Consent of General Partners. No Limited Partner shall have
the right to substitute a transferee as a Limited Partner in its place. The
Managing General Partner shall, however, have the right to consent to the
admission of a transferee of the interest of a Limited Partner pursuant to this
Section 11.4 as a Substituted Limited Partner, which consent may be, given or
withheld by the Managing General Partner in its sole and absolute discretion.
The Managing General Partner's failure or refusal to permit a transferee of any
such interests to become a Substituted Limited Partner shall not give rise to
any cause of action against the Partnership or any Partner. The Managing General
Partner hereby grants its consent to the admission as a Substituted Limited
Partner to any bona fide financial institution that loans money or otherwise
extends credit to a holder of Units and thereafter becomes the owner of such
Units pursuant to the exercise by such financial institution of its rights under
a Pledge of such Units granted in connection with such loan or extension of
credit.

                  B. Rights of Substituted Limited Partner. A transferee who has
been admitted as a Substituted Limited Partner in accordance with this Article
XI shall have all the rights and powers and be subject to all the restrictions
and liabilities of a Limited Partner under this Agreement. The admission of any
transferee as a Substituted Limited Partner shall be conditioned upon the
transferee executing and delivering to the Partnership an acceptance of all the
terms and conditions of this Agreement (including, without limitation, the
provisions of Section 15.11) and such other documents or instruments as may be
required to effect the admission.

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


SECTION 11.5          ASSIGNEES

                  If the Managing General Partner, in its sole and absolute
discretion, does not consent to the admission of any permitted transferee under
Section 11.3 as a Substituted Limited Partner, as described in Section 11.4,
such transferee shall be considered an Assignee for purposes of this Agreement.
An Assignee shall be entitled to all the rights of an assignee of a limited
partnership interest under the Act, including the right to receive distributions
from the Partnership and the share of Net Income, Net Losses, gain, loss and
Recapture Income attributable to the Partnership Units assigned to


                                      -47-
<PAGE>   53
such transferee, and shall have the rights granted to the Limited Partners under
Section 8.6, but shall not be deemed to be a holder of Partnership Units for any
other purpose under this Agreement, and shall not be entitled to vote such
Partnership Units in any matter presented to the Limited Partners for a vote
(such Partnership Units being deemed to have been voted on such matter in the
same proportion as all other Partnership Units held by Limited Partners are
voted). If 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 XI 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. Withdrawal of Limited Partner. 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
XI or pursuant to redemption of all of its Partnership Units under Section 8.6.

                  B. Termination of Status as Limited Partner. Any Limited
Partner who shall transfer all of its Partnership Units in a transfer permitted
pursuant to this Article XI or pursuant to redemption of all of its Partnership
Units under Section 8.6 shall cease to be a Limited Partner.

                  C. Timing of Transfers. Transfers pursuant to this Article XI
may only be made upon three business days prior notice, unless the Managing
General Partner otherwise agrees.

                  D. Allocations. If any Partnership Interest is transferred
during any quarterly segment of the Partnership's fiscal year in compliance with
the provisions of this Article XI or redeemed or transferred pursuant to Section
8.6, Net Income, Net Losses, each item thereof and all other items attributable
to such interest for such fiscal year shall be divided and allocated between the
transferor Partner and the transferee Partner by taking into account their
varying interests during the fiscal year in accordance with Section 706(d) of
the Code, using the interim closing of the books method (unless the Managing
General Partner, in its sole and absolute discretion, elects to adopt a daily,
weekly, or a monthly proration period, in which event Net Income, Net Losses,
each item thereof and all other items attributable to such interest for such
fiscal year shall be prorated based upon the applicable method selected by the
Managing General Partner). Solely for purposes of making such allocations, each
of such items for the calendar month in which the transfer or redemption occurs
shall be allocated to the Person who is a Partner as of midnight on the last day
of said month. All distributions of Available Cash attributable to any
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 Redeeming Partner, as the case may be, and, in the case of a
transfer or assignment other than a redemption, all distributions of Available
Cash thereafter attributable to such Partnership Unit shall be made to the
transferee Partner.

                  E. Additional Restrictions. In addition to any other
restrictions on transfer herein contained, including without limitation the
provisions of this Article XI, in no event may any transfer or assignment of a
Partnership Interest by any Partner (including pursuant to Section 8.6) be made
without the express consent of the Managing General Partner, in its sole and
absolute discretion, (i) to any person or entity who lacks the legal right,
power or capacity to own a Partnership Interest; (ii) in violation of applicable
law; (iii) of any component portion of a Partnership Interest, such as the
Capital Account, or rights to distributions, separate and apart from all other
components of a Partnership Interest; (iv) if in


                                      -48-
<PAGE>   54
the opinion of legal counsel to the Partnership such transfer would cause a
termination of the Partnership for federal or state income tax purposes (except
as a result of the redemption or exchange for Shares of all Partnership Units
held by all Limited Partners or pursuant to a transaction expressly permitted
under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the
Partnership, such transfer would cause the Partnership to cease to be classified
as a partnership for federal income tax purposes (except as a result of the
redemption or exchange for Shares of all Partnership Units held by all Limited
Partners or pursuant to a transaction expressly permitted under Section 7.11.B
or Section 11.2); (vi) if such transfer would cause the Partnership Interests of
"benefit plan investors" to become "significant," as those terms are used in
Section 7.9.E., or would cause the Partnership to become, with respect to any
employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as
defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in
Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of
counsel to the Partnership, cause any portion of the assets of the Partnership
to constitute assets of any employee benefit plan pursuant to Department of
Labor Regulations Section 2510.1-101; (viii) if such transfer requires the
registration of such Partnership Interest pursuant to any applicable federal or
state securities laws; (ix) if such transfer is effectuated through an
"established securities market" or a "secondary market" (or the substantial
equivalent thereof) within the meaning of Section 7704 of the Code or such
transfer causes the Partnership to become a "publicly traded partnership," as
such term is defined in Section 469(k)(2) or Section 7704(b) of the Code
(provided that this clause (ix) shall not be the basis for limiting or
restricting in any manner the exercise of the Redemption Right under Section 8.6
unless, and only to the extent that, outside tax counsel provides to the
Managing General Partner an opinion to the effect that, in the absence of such
limitation or restriction, there is a significant risk that the Partnership will
be treated as a "publicly traded partnership" and, by reason thereof, taxable as
a corporation); (x) 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; (xi) such transfer could adversely affect the ability of
the General Partner Entity to remain qualified as a REIT; or (xii) if in the
opinion of legal counsel for the transferring Partner (which opinion and counsel
shall be reasonably satisfactory to the Partnership) or legal counsel for the
Partnership, such transfer would adversely affect the ability of the General
Partner Entity to continue to qualify as a REIT or subject the General Partner
Entity to any additional taxes under Section 857 or Section 4981 of the Code.

                  F. Avoidance of "Publicly Traded Partnership" Status. The
Managing General Partner shall monitor the transfers of interests in the
Partnership to determine (i) if such interests are being traded on an
"established securities market" or a "secondary market (or the substantial
equivalent thereof)" within the meaning of Section 7704 of the Code and (ii)
whether additional transfers of interests would result in the Partnership being
unable to qualify for at least one of the "safe harbors" set forth in
Regulations Section 1.7704-1 (or such other guidance subsequently published by
the IRS setting forth safe harbors under which interests will not be treated as
"readily tradable on a secondary market (or the substantial equivalent thereof)"
within the meaning of Section 7704 of the Code) (the "Safe Harbors"). The
Managing General Partner shall take all steps reasonably necessary or
appropriate to prevent any trading of interests or any recognition by the
Partnership of transfers made on such markets and, except as otherwise provided
herein, to insure that at least one of the Safe Harbors is met; provided,
however, that the foregoing shall not authorize the Managing General Partner to
limit or restrict in any manner the right of any holder of a Partnership Unit to
exercise the Redemption Right in accordance with the terms of Section 8.6
unless, and only to the extent that, outside tax counsel provides to the
Managing General Partner an opinion to the effect that, in the absence of such
limitation or restriction, there is a significant risk that the Partnership will
be treated as a "publicly traded partnership" and, by reason thereof, taxable as
a corporation.


                                      -49-
<PAGE>   55
                                   ARTICLE XII
                              ADMISSION OF PARTNERS


SECTION 12.1          ADMISSION OF A SUCCESSOR GENERAL PARTNER

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


SECTION 12.2          ADMISSION OF ADDITIONAL LIMITED PARTNERS

                  A. General. No Person shall be admitted as an Additional
Limited Partner without the consent of the Managing General Partner, which
consent shall be given or withheld in the Managing General Partner's sole and
absolute discretion. A Person who makes a Capital Contribution to the
Partnership in accordance with this Agreement, including without limitation,
under Section 4.1.C, or who exercises an option to receive Partnership Units
shall be admitted to the Partnership as an Additional Limited Partner only with
the consent of the Managing General Partner and only upon furnishing to the
Managing General Partner (i) evidence of acceptance in form satisfactory to the
Managing General Partner of all of the terms and conditions of this Agreement,
including, without limitation, the power of attorney granted in Section 15.11
and (ii) such other documents or instruments as may be required in the
discretion of the Managing General Partner to effect such Person's admission as
an Additional Limited Partner. 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 Managing General Partner to such admission.

                  B. Allocations to Additional Limited Partners. If any
Additional Limited Partner is admitted to the Partnership on any day other than
the first day of a Partnership Year, then Net Income, Net Losses, each item
thereof and all other items allocable among Partners and Assignees for such
Partnership Year shall be allocated among such Additional Limited Partner and
all other Partners and Assignees by taking into account their varying interests
during the Partnership Year in accordance with Section 706(d) of the Code, using
the interim closing of the books method (unless the Managing General Partner, in
its sole and absolute discretion, elects to adopt a daily, weekly or monthly
proration method, in which event Net Income, Net Losses, and each item thereof
would be prorated based upon the applicable period selected by the Managing
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. 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.


                                      -50-
<PAGE>   56
SECTION 12.3          AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED
                      PARTNERSHIP

                  For the admission to the Partnership of any Partner, the
Managing 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 15.11 hereof.

                                  ARTICLE XIII
                           DISSOLUTION AND LIQUIDATION


SECTION 13.1          DISSOLUTION

                  The Partnership shall not be dissolved by the admission of
Substituted Limited Partners or Additional Limited Partners or by the admission
of a successor General Partner in accordance with the terms of this Agreement.
Upon the withdrawal of a General Partner, the remaining General Partners and any
successor General Partner shall continue the business of the Partnership. The
Partnership shall dissolve, and its affairs shall be wound up, upon the first to
occur of any of the following ("Liquidating Events") :

                           (i) the expiration of its term as provided in Section
2.4 hereof;

                           (ii) an event of withdrawal of a General Partner, as
defined in the Act (other than an event of bankruptcy), unless (1) there is at
least one other General Partner, in which case the remaining General Partners
shall continue the business of the Partnership, or (2) within ninety (90) days
after the withdrawal a "majority in interest" (as defined below) of the
remaining Partners Consent in writing to continue the business of the
Partnership and to the appointment, effective as of the date of withdrawal, of a
substitute General Partner;

                           (iii) through December 31, 2046, an election to
dissolve the Partnership made by the Managing General Partner with the consent
of Limited Partners who hold ninety percent (90%) of the outstanding Units held
by Limited Partners (including Units held by the General Partners);

                           (iv) an election to dissolve the Partnership made by
the Managing General Partner, in its sole and absolute discretion after December
31, 2046;

                           (v) entry of a decree of judicial dissolution of the
Partnership pursuant to the provisions of the Act;

                           (vi) the sale of all or substantially all of the
assets and properties of the Partnership for cash or for marketable securities;
or

                           (vii) a final and non-appealable judgment is entered
by a court of competent jurisdiction ruling that the remaining General
Partner(s) is bankrupt or insolvent, or a final and non-appealable order for
relief is entered by a court with appropriate jurisdiction against the remaining
General Partner(s), in each case under any federal or state bankruptcy or
insolvency laws as now or hereafter in effect, unless prior to or at the time of
the entry of such order or judgment a "majority in interest" (as defined below)
of the remaining Partners Consent in writing to continue the business of the


                                      -51-
<PAGE>   57
Partnership and to the appointment, effective as of a date prior to the date of
such order or judgment, of a substitute General Partner.

                  As used herein, a "majority in interest" shall refer to
Partners (excluding the General Partners) who hold more than fifty percent (50%)
of the outstanding Percentage Interests not held by the General Partners.


SECTION 13.2          WINDING UP

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

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

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

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

                           (4)      The balance, if any, to the Partners in
                                    accordance with their Capital Accounts,
                                    after giving effect to all contributions,
                                    distributions, and allocations for all
                                    periods.

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

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


                                      -52-
<PAGE>   58
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.


SECTION 13.3          COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS

                  Subject to Section 13.4, if the Partnership is "liquidated"
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions
shall be made under this Article XIII to the General Partners and Limited
Partners who have positive Capital Accounts in compliance with Regulations
Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in 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 discretion of the Managing
General Partner, a pro rata portion of the distributions that would otherwise be
made to the General Partners and Limited Partners pursuant to this Article XIII
may be: (A) distributed to a trust established for the benefit of the General
Partners and Limited Partners for the purposes of liquidating Partnership
assets, collecting amounts owed to the Partnership and paying any contingent or
unforeseen liabilities or obligations of the Partnership or of the General
Partners arising out of or in connection with the Partnership (in which case the
assets of any such trust shall be distributed to the General Partners and
Limited Partners from time to time, in the reasonable discretion of the Managing
General Partner, in the same proportions as the amount distributed to such trust
by the Partnership would otherwise have been distributed to the General Partners
and Limited Partners pursuant to this Agreement); or (B) withheld 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 amounts shall be distributed to the
General Partners and Limited Partners as soon as practicable.


SECTION 13.4          DEEMED DISTRIBUTION AND RECONTRIBUTION

                  Notwithstanding any other provision of this Article XIII, if
the Partnership is deemed 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 income tax purposes and for purposes of maintaining Capital Accounts
pursuant to Exhibit B, the Partnership shall be deemed to have distributed its
assets in kind to the General Partners and Limited Partners, who shall be deemed
to have assumed and taken such assets subject to all Partnership liabilities,
all in accordance with their respective Capital Accounts. Immediately
thereafter, the General Partners and Limited Partners shall be deemed to have
recontributed the Partnership assets in kind to the Partnership, which shall be
deemed to have assumed and taken such assets subject to all such liabilities.


SECTION 13.5          RIGHTS OF LIMITED PARTNERS

                  Except as otherwise provided in this Agreement, each Limited
Partner shall look solely to the assets of the Partnership for the return of its
Capital Contributions and shall have no right or power to demand or receive
property other than cash from the Partnership. Except as otherwise expressly


                                      -53-
<PAGE>   59
provided in this Agreement, no Limited Partner shall have priority over any
other Limited Partner as to the return of its Capital Contributions,
distributions, or allocations.

SECTION 13.6          NOTICE OF DISSOLUTION

                  If a Liquidating Event occurs or an event occurs that would,
but for provisions of an election or objection by one or more Partners pursuant
to Section 13.1, result in a dissolution of the Partnership, the Managing
General Partner shall, within thirty (30) days thereafter, provide written
notice thereof to each of the Partners and to all other parties with whom the
Partnership regularly conducts business (as determined in the discretion of the
Managing General Partner).


SECTION 13.7          CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP

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


SECTION 13.8          REASONABLE TIME FOR WINDING UP

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


SECTION 13.9          WAIVER OF PARTITION

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


SECTION 13.10         LIABILITY OF LIQUIDATOR

                  The Liquidator shall be indemnified and held harmless by the
Partnership in the same manner and to the same degree as an Indemnitee may be
indemnified pursuant to Section 7.7.

                                   ARTICLE XIV
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS


SECTION 14.1          AMENDMENTS

                  A. General. Amendments to this Agreement may be proposed by a
General Partner or by any Limited Partners holding twenty-five percent (25%) or
more of the Partnership Interests. Following such proposal (except an amendment
pursuant to Section 14.1.B), the Managing General Partner shall submit any
proposed amendment to the Limited Partners. The Managing General Partner shall
seek the written vote of the Partners on the proposed amendment or shall call a
meeting to vote thereon and to transact any other business that it may deem
appropriate. For purposes of obtaining a written vote, the Managing 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 vote which


                                      -54-
<PAGE>   60
is consistent with the Managing General Partner's recommendation with respect to
the proposal. Except as provided in Section 14.1.B, 14.1.C or 14.1.D, a proposed
amendment shall be adopted and be effective as an amendment hereto if it is
approved by the General Partners and it receives the Consent of Partners holding
a majority of the Percentage Interests of the Limited Partners (including
Limited Partnership Interests held by the General Partners).

                  B. Amendments Not Requiring Limited Partner Approval.
Notwithstanding Section 14.1.A or 14.1.C, the Managing 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
                                    Partners or surrender any right or power
                                    granted to the General Partners or any
                                    Affiliate of a General Partner for the
                                    benefit of the Limited Partners;

                           (2)      to reflect the admission, substitution,
                                    termination, or withdrawal of Partners in
                                    accordance with this Agreement (which may be
                                    effected through the replacement of Exhibit
                                    A with an amended Exhibit A);

                           (3)      to set forth the designations, rights,
                                    powers, duties, and preferences of the
                                    holders of any additional Partnership
                                    Interests issued pursuant to Article IV;

                           (4)      to reflect a change that 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 of this Agreement, 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; and

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

                  The Managing General Partner shall notify the Limited Partners
when any action under this Section 14.1.B is taken in the next regular
communication to the Limited Partners.

                  C. Amendments Requiring Limited Partner Approval (Excluding
General Partners). Notwithstanding Section 14.1.A, without the Consent of the
Outside Limited Partners, the General Partners shall not amend Section 4.2.A,
Section 5.1.E, Section 7.1.A (second sentence only), Section 7.5, Section 7.6,
Section 7.8, Section 7.11.B, Section 11.2, Section 13.1 (other than Section
13.1(iii) which can be amended only with a Consent of 90% of the Partnership
Units (including Partnership Units held by the General Partners), the last
sentence of Section 11.4 (provided that no such amendment shall in any event
adversely affect the rights of any lender who made a loan or who extended credit
and received in connection therewith a Pledge of Units prior to the date such
amendment is adopted unless, and only to the extent such lender consents
thereto, this Section 14.1.C or Section 14.2.

                  D. Other Amendments Requiring Certain Limited Partner
Approval. Notwithstanding anything in this Section 14.1 to the contrary, this
Agreement shall not be amended with


                                      -55-
<PAGE>   61
respect to any Partner adversely affected without the Consent of such Partner,
or any Assignee who is a bona fide financial institution that loans money or
otherwise extends credit to a holder of Units, adversely affected if such
amendment would (i) convert a Limited Partner's interest in the Partnership into
a general partner's interest, (ii) modify the limited liability of a Limited
Partner, (iii) amend Section 7.11.A, (iv) amend Article V or Article VI (except
as permitted pursuant to Sections 4.2, 5.1.E, 5.4, 6.2 and 14.1.B(3)), (v) amend
Section 8.6 or any defined terms set forth in Article I that relate to the
Redemption Right (except as permitted in Section 8.6.E), or (vi) amend Sections
11.3 or 11.5, or any additional restrictions to Section 11.6.E, or amend
Sections 14.1.B(4) or 14.1.D. This Section 14.1.D does not require unanimous
consent of all Partners adversely affected unless the amendment is to be
effective against all Partners adversely affected.


SECTION 14.2          MEETINGS OF THE PARTNERS

                  A. General. Meetings of the Partners may be called by the
Managing General Partner and shall be called upon the receipt by the Managing
General Partner of a written request by Limited Partners holding twenty-five
percent (25%) or more of the Partnership Interests. 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
14.1.A. Except as otherwise expressly provided in this Agreement, the Consent of
holders of a majority of the Percentage Interests held by Limited Partners
(including Limited Partnership Interests held by the General Partners) shall
control.

                  B. Actions Without a Meeting. 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 a majority of the
Percentage Interests of the Partners (or such other percentage as is expressly
required by this Agreement). Such consent may be in one instrument or in several
instruments, and shall have the same force and effect as a vote of a majority of
the Percentage Interests of the Partners (or such other percentage as is
expressly required by this Agreement). Such consent shall be filed with the
Managing General Partner. An action so taken shall be deemed to have been taken
at a meeting held on the effective date so certified.

                  C. Proxy. 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. 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
thereof.

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


                                      -56-
<PAGE>   62
                                   ARTICLE XV
                               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 to
the Partner or Assignee at the address set forth in Exhibit A or such other
address as the Partners shall notify the Managing General Partner in writing.


SECTION 15.2          TITLES AND CAPTIONS

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


SECTION 15.3          PRONOUNS AND PLURALS

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


SECTION 15.4          FURTHER ACTION

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


SECTION 15.5          BINDING EFFECT

                  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their heirs, executors, administrators, successors,
legal representatives and permitted assigns.


SECTION 15.6          CREDITORS

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


SECTION 15.7          WAIVER

                  No failure 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.


                                      -57-
<PAGE>   63
SECTION 15.8          COUNTERPARTS

                  This Agreement may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Agreement immediately
upon affixing its signature hereto.


SECTION 15.9          APPLICABLE LAW

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


SECTION 15.10         INVALIDITY OF PROVISIONS

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


SECTION 15.11         POWER OF ATTORNEY

                  A. General. Each Limited Partner and each Assignee who accepts
Partnership Units (or any rights, benefits or privileges associated therewith)
is deemed to irrevocably constitute and appoint the Managing 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, acknowledge, deliver,
                                    file and record in the appropriate public
                                    offices (a) all certificates, documents and
                                    other instruments (including, without
                                    limitation, this Agreement and the
                                    Certificate and all amendments or
                                    restatements thereof) that the Managing
                                    General Partner or any Liquidator deems
                                    appropriate or necessary to form, qualify or
                                    continue the existence or qualification of
                                    the Partnership as a limited partnership (or
                                    a partnership in which the limited partners
                                    have limited liability) in the State of
                                    Delaware and in all other jurisdictions in
                                    which the Partnership may conduct business
                                    or own property, (b) all instruments that
                                    the Managing General Partner or any
                                    Liquidator deem 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 Managing General Partner
                                    or any Liquidator deems appropriate or
                                    necessary to reflect the dissolution and
                                    liquidation of the Partnership pursuant to
                                    the terms of this Agreement, including,
                                    without limitation, a certificate of
                                    cancellation, (d) all instruments relating
                                    to the admission, withdrawal, removal or
                                    substitution of any Partner pursuant to, or
                                    other events described in, Article XI, XII
                                    or XIII hereof or the Capital Contribution
                                    of any Partner and (e) all certificates,
                                    documents and other


                                      -58-
<PAGE>   64
                                    instruments relating to the determination of
                                    the rights, preferences and privileges of
                                    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 Managing General
                                    Partner or any Liquidator, to make,
                                    evidence, give, confirm or ratify any vote,
                                    consent, approval, agreement or other action
                                    which is made or given by the Partners
                                    hereunder or is consistent with the terms of
                                    this Agreement or appropriate or necessary,
                                    in the sole discretion of the Managing
                                    General Partner or any Liquidator, to
                                    effectuate the terms or intent of this
                                    Agreement.

                  Nothing contained in this Section 15.11 shall be construed as
authorizing the Managing General Partner or any Liquidator to amend this
Agreement except in accordance with Article XIV hereof or as may be otherwise
expressly provided for in this Agreement.

                  B. Irrevocable Nature. The foregoing power of attorney is
hereby declared to be irrevocable and a power coupled with an interest, in
recognition of the fact that each of the Partners will be relying upon the power
of the Managing General Partner or any Liquidator to act as contemplated by this
Agreement in any filing or other action by it on behalf of the Partnership, and
it shall survive and not be affected by the subsequent Incapacity of any Limited
Partner or Assignee and the transfer of all or any portion of such Limited
Partner's or Assignee's Partnership Units and shall extend to such Limited
Partner's or Assignee's heirs, successors, assigns and personal representatives.
Each such Limited Partner or Assignee hereby agrees to be bound by any
representation made by the Managing General Partner or any Liquidator, acting in
good faith pursuant to such power of attorney; and each such Limited Partner or
Assignee hereby waives any and all defenses which may be available to contest,
negate or disaffirm the action of the Managing General Partner or any
Liquidator, taken in good faith under such power of attorney. Each Limited
Partner or Assignee shall execute and deliver to the Managing General Partner or
the Liquidator, within fifteen (15) days after receipt of the Managing General
Partner's or Liquidator's request therefor, such further designation, powers of
attorney and other instruments as the Managing General Partner or the
Liquidator, as the case may be, deems necessary to effectuate this Agreement and
the purposes of the Partnership.


SECTION 15.12         ENTIRE AGREEMENT

                  This Agreement contains the entire understanding and agreement
among the Partners with respect to the subject matter hereof and supersedes any
prior written oral understandings or agreements among them with respect thereto.


SECTION 15.13         NO RIGHTS AS SHAREHOLDERS

                  Nothing contained in this Agreement shall be construed as
conferring upon the holders of the Partnership Units any rights whatsoever as
partners or shareholders of any of the General Partners, including, without
limitation, any right to receive dividends or other distributions made to
shareholders of the Managing General Partner or partners of the other General
Partners or to vote or to consent or receive notice as (i) shareholders in
respect to any meeting of shareholders for the election of trustees of


                                      -59-
<PAGE>   65
the Managing General Partner or partners of the other General Partners or any
other matter or (ii) partners in respect to any meeting of partners of the other
General Partners or any other matter.


SECTION 15.14         LIMITATION TO PRESERVE REIT STATUS

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

                           (i) an amount equal to the excess, if any, of (a)
4.20% of the Managing General Partner's total gross income (but not including
the amount of any Managing General Partner Payments) for the fiscal year which
is described in subsections (A) though (H) of Section 856(c)(2) of the Code over
(b) the amount of gross income (within the meaning of Section 856(c)(2) of the
Code) derived by the Managing General Partner from sources other than those
described in subsections (A) through (H) of Section 856(c)(2) of the Code (but
not including the amount of any Managing General Partner Payments); or

                           (ii) an amount equal to the excess, if any of (a) 25%
of the Managing General Partner's total gross income (but not including the
amount of any Managing General Partner Payments) for the fiscal year which is
described in subsections (A) through (I) of Section 856(c)(3) of the Code over
(b) the amount of gross income (within the meaning of Section 856(c)(3) of the
Code) derived by the Managing General Partner from sources other than those
described in subsections (A) through (I) of Section 856(c)(3) of the Code (but
not including the amount of any Managing General Partner Payments); provided,
however, that Managing General Partner Payments in excess of the amounts set
forth in subparagraphs (i) and (ii) above may be made if the Managing General
Partner, as a condition precedent, obtains an opinion of tax counsel that the
receipt of such excess amounts would not adversely affect the Managing General
Partner's ability to qualify as a REIT. To the extent Managing General Partner
Payments may not be made in a year due to the foregoing limitations, such
Managing General Partner Payments shall carry over and be treated as arising in
the following year, provided, however, that such amounts shall not carry over
for more than five years, and if not paid within such five year period, shall
expire; provided further, that (i) as Managing General Partner Payments are
made, such payments shall be applied first to carry over amounts outstanding, if
any, and (ii) with respect to carry over amounts for more than one Partnership
Year, such payments shall be applied to the earliest Partnership Year first.


                                      -60-
<PAGE>   66
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                                 GENERAL PARTNERS:


                                 EQUITY OFFICE PROPERTIES TRUST


                                 By:     /s/  Timothy H. Callahan
                                         -------------------------------------
                                 Name:   Timothy H. Callahan
                                 Title:  President and Chief Executive Officer


                                 ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                                 PARTNERS LIMITED PARTNERSHIP II

                                 By:   Equity Office Properties Trust, its
                                       managing general partner

                                     By:      /s/  Timothy H. Callahan
                                              --------------------------------
                                     Name:    Timothy H. Callahan
                                     Title:   President and Chief Executive
                                                Officer



                                 LIMITED PARTNERS:

                                 By:   Equity Office Properties Trust, as
                                       Attorney-in-Fact for the Limited Partners

                                     By:      /s/  Timothy H. Callahan
                                              --------------------------------
                                     Name:    Timothy H. Callahan
                                     Title:   President and Chief Executive
                                                Officer


                                 For purposes of Section 8.6 hereof:
                                 EQUITY OFFICE PROPERTIES TRUST

                                 By:          /s/  Timothy H. Callahan
                                              --------------------------------
                                 Name:        Timothy H. Callahan
                                 Title:       President and Chief Executive
                                                Officer


                                      -61-
<PAGE>   67
                          PARTNERSHIP INTEREST TRANSFER


         FOR VALUE RECEIVED, and as part of a prorata distribution to its
members of "Partnership Units", EQUITY OFFICE HOLDINGS, L.L.C. ("Assignor") does
hereby assign, transfer and deliver unto ALPHABET PARTNERS ("Assignee") all
right, title and interest of Assignor in and to 1,155,346 Partnership Units (and
Assignor's Limited Partnership Interest related thereto) in that certain limited
partnership (the "Partnership") known as EOP Operating Limited Partnership, and
Assignor hereby authorizes the substitution of Assignee as a limited partner in
the Partnership with respect thereto. As used herein, the terms "Partnership
Units" and "Limited Partnership Interest" each has the meaning ascribed to it in
the Agreement of Limited Partnership for the Partnership (the "Partnership
Agreement").

         Assignor hereby represents and warrants that it owns title to said
1,155,346 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                                    ASSIGNOR:

                                    EQUITY OFFICE HOLDINGS, L.L.C.


                                    By:    /s/ Sheli Z. Rosenberg
                                           -----------------------------------
                                    Name:  Sheli Z. Rosenberg
                                    Title: Vice President


                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 1,155,346 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                               ASSIGNEE:

                               By:  ALPHABET PARTNERS, an Illinois general
                                    partnership

                                    By:  SZA Trust, an Illinois trust
                                         SZG Trust, an Illinois trust
                                         SZI Trust, an Illinois trust

                                         By:  /s/ Arthur A. Greenberg
                                              ----------------------------------
                                              Arthur A. Greenberg, Trustee
<PAGE>   68
                          PARTNERSHIP INTEREST TRANSFER


         FOR VALUE RECEIVED, ALPHABET PARTNERS ("Assignor") does hereby assign,
transfer and deliver unto SAMSTOCK/ALPHA, L.L.C. ("Assignee"), as a contribution
of capital thereto, all right, title and interest of Assignor in and to
1,155,346 Partnership Units (and Assignor's Limited Partnership Interest related
thereto) in that certain limited partnership (the "Partnership") known as EOP
Operating Limited Partnership, and Assignor hereby authorizes the substitution
of Assignee as a limited partner in the Partnership with respect thereto. As
used herein, the terms "Partnership Units" and "Limited Partnership Interest"
each has the meaning ascribed to it in the Agreement of Limited Partnership for
the Partnership (the "Partnership Agreement").

         Assignor hereby represents and warrants that it owns title to said
1,155,346 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                                    ASSIGNOR:

                                    By:  ALPHABET PARTNERS, an Illinois general
                                         partnership

                                         By:   SZA Trust, an Illinois trust
                                               SZG Trust, an Illinois trust
                                               SZI Trust, an Illinois trust

                                               By:  /s/ Arthur A. Greenberg
                                                    ----------------------------
                                                    Arthur A. Greenberg, Trustee


                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 1,155,346 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                                    ASSIGNEE:

                                    SAMSTOCK/ALPHA, L.L.C.


                                    By:    /s/  Donald J. Liebentritt
                                           ------------------------------------
                                    Name:  Donald J. Liebentritt
                                    Title: Vice President
<PAGE>   69
                          PARTNERSHIP INTEREST TRANSFER


         FOR VALUE RECEIVED, and as part of a prorata distribution to its
members of "Partnership Units", EQUITY OFFICE HOLDINGS, L.L.C. ("Assignor") does
hereby assign, transfer and deliver unto ZFT PARTNERSHIP ("Assignee") all right,
title and interest of Assignor in and to 1,155,346 Partnership Units (and
Assignor's Limited Partnership Interest related thereto) in that certain limited
partnership (the "Partnership") known as EOP Operating Limited Partnership, and
Assignor hereby authorizes the substitution of Assignee as a limited partner in
the Partnership with respect thereto. As used herein, the terms "Partnership
Units" and "Limited Partnership Interest" each has the meaning ascribed to it in
the Agreement of Limited Partnership for the Partnership (the "Partnership
Agreement").

         Assignor hereby represents and warrants that it owns title to said
1,155,346 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                                    ASSIGNOR:

                                    EQUITY OFFICE HOLDINGS, L.L.C.


                                    By:    /s/ Sheli Z. Rosenberg
                                           ------------------------------------
                                    Name:  Sheli Z. Rosenberg
                                    Title: Vice President


                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 1,155,346 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                               ASSIGNEE:

                               ZFT PARTNERSHIP, an Illinois general partnership

                               By:   Joann Zell Trust, an Illinois trust
                                     Joann's Child's A Trust, an Illinois trust
                                     Joann's Child Trust, an Illinois trust

                                     By:  /s/ Sheli Z. Rosenberg
                                          -------------------------------------
                                          Sheli Z. Rosenberg, Trustee
<PAGE>   70
                          PARTNERSHIP INTEREST TRANSFER


         FOR VALUE RECEIVED, ZFT PARTNERSHIP ("Assignor") does hereby assign,
transfer and deliver unto SAMSTOCK/ZFT, L.L.C. ("Assignee"), and as a
contribution of capital thereto, all right, title and interest of Assignor in
and to 1,155,346 Partnership Units (and Assignor's Limited Partnership Interest
related thereto) in that certain limited partnership (the "Partnership") known
as EOP Operating Limited Partnership, and Assignor hereby authorizes the
substitution of Assignee as a limited partner in the Partnership with respect
thereto. As used herein, the terms "Partnership Units" and "Limited Partnership
Interest" each has the meaning ascribed to it in the Agreement of Limited
Partnership for the Partnership (the "Partnership Agreement").

         Assignor hereby represents and warrants that it owns title to said
1,155,346 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                            ASSIGNOR:

                            By:  ZFT PARTNERSHIP, an Illinois general
                                 partnership

                                 By:  Joann Zell Trust, an Illinois trust
                                      Joann's Child's A Trust, an Illinois trust
                                      Joann's Child Trust, an Illinois trust

                                      By:  /s/ Sheli Z. Rosenberg
                                           ------------------------------------
                                               Sheli Z. Rosenberg, Trustee

                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 1,155,346 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                                    ASSIGNEE:

                                    SAMSTOCK/ZFT, L.L.C.


                                    By:    /s/ Donald J. Liebentritt
                                           ------------------------------------
                                    Name:  Donald J. Liebentritt
                                    Title: Vice President
<PAGE>   71
                          PARTNERSHIP INTEREST TRANSFER

         FOR VALUE RECEIVED, and as part of a prorata distribution to its
members of "Partnership Units", EQUITY OFFICE HOLDINGS, L.L.C. ("Assignor") does
hereby assign, transfer and deliver unto ANDA PARTNERSHIP ("Assignee") all
right, title and interest of Assignor in and to 2,310,692 Partnership Units (and
Assignor's Limited Partnership Interest related thereto) in that certain limited
partnership (the "Partnership") known as EOP Operating Limited Partnership, and
Assignor hereby authorizes the substitution of Assignee as a limited partner in
the Partnership with respect thereto. As used herein, the terms "Partnership
Units" and "Limited Partnership Interest" each has the meaning ascribed to it in
the Agreement of Limited Partnership for the Partnership (the "Partnership
Agreement").

         Assignor hereby represents and warrants that it owns title to said
2,310,692 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                                    ASSIGNOR:

                                    EQUITY OFFICE HOLDINGS, L.L.C.

                                    By:    /s/ Sheli Z. Rosenberg
                                           -------------------------------------
                                    Name:  Sheli Z. Rosenberg
                                    Title: Vice President

                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 2,310,692 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                                 ASSIGNEE:

                                 By:   ANDA PARTNERSHIP

                                       By:   Ann Only Trust, an Illinois trust

                                             By:  /s/ Mark Slezak
                                                  -----------------------------
                                                  Mark Slezak, Trustee

                                       By:   Ann/Jessee Trust, an Illinois trust

                                             By:  /s/ Mark Slezak
                                                  -----------------------------
                                                  Mark Slezak, Trustee
<PAGE>   72
                                 ACKNOWLEDGEMENT


         The undersigned being the managing general partner of EOP Operating
Limited Partnership (the "Partnership"), for and on behalf of the Partnership,
hereby acknowledges the following transfers of interests in the Partnership:

<TABLE>
<CAPTION>
        ASSIGNOR                        ASSIGNEE               PARTNERSHIP UNITS
        --------                        --------               -----------------
<S>                                <C>                         <C>
Equity Office Holdings, L.L.C.     Alphabet Partners               1,155,346


Equity Office Holdings, L.L.C.     ZFT Partnership                 1,155,346


Equity Office Holdings, L.L.C.     Anda Partnership                2,310,692


Alphabet Partners                  Samstock/Alpha, L.L.C.          1,155,346


ZFT Partnership                    Samstock/ZFT, L.L.C.            1,155,346
</TABLE>


         The undersigned further acknowledges that, as a result of the foregoing
transfers, each of the following has been substituted as a limited partner in
the Partnership in lieu of Equity Office Holdings, L.L.C. as to the interest
indicated:


Anda Partnership                   2,310,692       Partnership Units

Samstock/Alpha, L.L.C.             1,155,346       Partnership Units


Samstock/ZFT, L.L.C.               1,155,346       Partnership Units


                                    EQUITY OFFICE PROPERTIES TRUST, as
                                    managing general partner of EOP Operating
                                    Limited Partnership


Dated as of August 1, 1997
                                    By:     /s/  Stanley M. Stevens
                                            -----------------------------------
                                    Name:   Stanley M. Stevens
                                    Title:  Executive Vice President
<PAGE>   73
                          PARTNERSHIP INTEREST TRANSFER


         FOR VALUE RECEIVED, EQUITY GROUP INVESTMENTS, INC. ("Assignor") does
hereby assign, transfer and deliver unto EGI HOLDINGS, INC. ("Assignee"), its
wholly owned subsidiary and as a contribution of capital thereto, all right,
title and interest of Assignor in and to 1,868,719 Partnership Units (and
Assignor's Limited Partnership Interest related thereto) in that certain limited
partnership (the "Partnership") known as EOP Operating Limited Partnership, and
Assignor hereby authorizes the substitution of Assignee as a limited partner in
the Partnership with respect thereto. As used herein, the terms "Partnership
Units" and "Limited Partnership Interest" each has the meaning ascribed to it in
the Agreement of Limited Partnership for the Partnership (the "Partnership
Agreement").

         Assignor hereby represents and warrants that it owns title to said
1,868,719 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                                    ASSIGNOR:

                                    EQUITY GROUP INVESTMENTS, INC.



                                    By:      /s/  Donald J. Liebentritt
                                             ----------------------------------
                                    Name:    Donald J. Liebentitt
                                    Title:   Executive Vice President


                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 1,868,719 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                                    ASSIGNEE:

                                    EGI HOLDINGS, INC.


                                    By:      /s/  Donald J. Liebentritt
                                             ----------------------------------
                                    Name:    Donald J. Liebentitt
                                    Title:   Executive Vice President
<PAGE>   74
                                 ACKNOWLEDGEMENT


         The undersigned being the managing general partner of EOP Operating
Limited Partnership (the "Partnership"), for and on behalf of the Partnership,
hereby acknowledges a transfer of interest in the Partnership from Equity Group
Investments, Inc., as assignor to EGI Holdings, Inc. as assignee of 1,868,719
Partnership Units.

         The undersigned further acknowledges that, as a result of the foregoing
transfer, EGI Holdings, Inc. has been substituted as a limited partner in the
Partnership in lieu of Equity Group Investments, Inc. as to the interest
indicated above.


                                       EQUITY OFFICE PROPERTIES TRUST, as
                                       managing general partner of EOP Operating
                                       Limited Partnership


Dated as of August 1, 1997
                                       By:      /s/  Stanley M. Stevens
                                                -------------------------------
                                       Name:    Stanley M. Stevens
                                       Title:   Executive Vice President
<PAGE>   75
                          PARTNERSHIP INTEREST TRANSFER


         FOR VALUE RECEIVED, EQUITY GROUP INVESTMENTS, INC. ("Assignor") does
hereby assign, transfer and deliver unto EGIL Investments, Inc. ("Assignee"),
its wholly owned subsidiary and as a contribution of capital thereto, all right,
title and interest of Assignor in and to 1,868,719 Partnership Units (and
Assignor's Limited Partnership Interest related thereto) in that certain limited
partnership (the "Partnership") known as EOP Operating Limited Partnership, and
Assignor hereby authorizes the substitution of Assignee as a limited partner in
the Partnership with respect thereto. As used herein, the terms "Partnership
Units" and "Limited Partnership Interest" each has the meaning ascribed to it in
the Agreement of Limited Partnership for the Partnership (the "Partnership
Agreement").

         Assignor hereby represents and warrants that it owns title to said
1,868,719 Partnership Units in the Partnership (and the Limited Partnership
Interest related thereto) free and clear of any liens or encumbrances.

         IN WITNESS THEREOF, Assignor has executed this Assignment to be
effective as of August 1, 1997.

                                    ASSIGNOR:

                                    EQUITY GROUP INVESTMENTS, INC.



                                    By:      /s/  Donald J. Liebentritt
                                             ----------------------------------
                                    Name:    Donald J. Liebentritt
                                    Title:   Executive Vice President


                                   ACCEPTANCE

         In consideration of the foregoing Assignment, the undersigned hereby
accepts the aforesaid 1,868,719 Partnership Units (and the Limited Partnership
Interest related thereto) and hereby assumes and agrees to perform and be bound
by all of the terms, covenants and conditions of the Partnership Agreement
relating thereto.

                                    ASSIGNEE:

                                    EGIL INVESTMENTS, INC.


                                    By:      /s/ Mark Slezak
                                             ---------------------------------
                                    Name:    Mark Slezak
                                    Title:   Vice President and Treasurer
<PAGE>   76
                                 ACKNOWLEDGEMENT


         The undersigned being the managing general partner of EOP Operating
Limited Partnership (the "Partnership"), for and on behalf of the Partnership,
hereby acknowledges a transfer of interest in the Partnership from Equity Group
Investments, Inc., as assignor to EGIL Investments, Inc. as assignee of
1,868,719 Partnership Units.

         The undersigned further acknowledges that, as a result of the foregoing
transfer, EGIL Investments, Inc. has been substituted as a limited partner in
the Partnership in lieu of Equity Group Investments, Inc. as to the interest
indicated above.


                                      EQUITY OFFICE PROPERTIES TRUST, as
                                      managing general partner of EOP Operating
                                      Limited Partnership


Dated as of August 1, 1997
                                      By:      /s/ Stanley M. Stevens
                                               -------------------------------
                                      Name:    Stanley M. Stevens
                                      Title:   Executive Vice President


<PAGE>   77
                                                  500 Marquette - Step 2, No. 10

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  Assignment and Assumption Agreement, dated July 11, 1997,
between Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership,
an Illinois limited partnership ("ZML OP"), and EOP Operating Limited
Partnership, a Delaware limited partnership ("EOP OP").

                  WHEREAS, pursuant to a Contribution Agreement, dated as of May
30, 1997 among ZML OP, EOP OP and various other parties (the "Contribution
Agreement"), ZML OP has agreed to contribute certain property interests of ZML
OP (the "Property Interests") to EOP OP; and

                  WHEREAS, pursuant to the Contribution Agreement, in exchange
for such contribution, EOP OP has agreed to (a) issue certain partnership
interests in EOP OP ("OP Units") to ZML OP and (b) assume certain liabilities of
ZML OP.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration (receipt of which is hereby acknowledged),
the parties hereto, intending to be legally bound hereby, agree as follows:

                  1. Pursuant to and in accordance with the Contribution
Agreement, ZML OP hereby sells, conveys, assigns, transfers and delivers over
unto EOP OP, its successors and assigns, all of the right, title and interest of
ZML OP in each of the Property Interests described on Exhibit A attached hereto.

                  2. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby sells, conveys, assigns, transfers and delivers over
unto ZML OP, its successors and assigns, 21,072,687 OP Units, which OP Units are
hereby accepted by ZML OP.

                  3. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby assumes (a) all of the right, title and interest of ZML
OP in each of the Property Interests and (b) all liabilities and obligations,
secured or unsecured, whether absolute, accrued, contingent or otherwise,
whether known or unknown and whether or not due, arising from, relating to or
otherwise in respect of each of the Property Interests, whether arising prior
to, as of or following the execution of this Agreement.

                  4. ZML OP and EOP OP, from time to time, shall execute,
acknowledge, deliver and perform, or cause to be executed, acknowledged,
delivered and performed, all such further acts, assignments, transfers,
conveyances, powers of attorney and assurances as may be necessary or proper to
carry out the provisions and intent of the Contribution Agreement and this
Agreement.

                  5. This Agreement shall be governed by the internal laws of
the State of Illinois, without regard to the choice of laws provisions thereof.
<PAGE>   78


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

                            ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                            PARTNERS LIMITED PARTNERSHIP, an Illinois
                            limited partnership

                            By:  ZML Partners Limited Partnership, an
                                 Illinois limited partnership, its
                                 general partner

                                 By:   ZM Investors Limited Partnership,
                                       an Illinois limited partnership,
                                       its general partner

                                       By:   ZM, Inc., an Illinois corporation,
                                             its general partner


                                             By:      /s/ Stanley M. Stevens
                                                      -------------------------
                                             Name:    Stanley M. Stevens
                                             Title:   Vice President


                            EOP OPERATING LIMITED PARTNERSHIP, a Delaware
                            limited partnership

                            By:  Equity Office Properties Trust, its general
                                 partner


                                 By:      /s/  Stanley M. Stevens
                                          ------------------------------------
                                 Name:    Stanley M. Stevens
                                 Title:   Executive Vice President
<PAGE>   79
                                                       28 State - Step 3, No. 17

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  Assignment and Assumption Agreement, dated July 11, 1997,
between Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
II, an Illinois limited partnership ("ZML OP II"), and EOP Operating Limited
Partnership, a Delaware limited partnership ("EOP OP").

                  WHEREAS, pursuant to a Contribution Agreement, dated as of May
30, 1997 among ZML OP II, EOP OP and various other parties (the "Contribution
Agreement"), ZML OP II has agreed to contribute certain property interests of
ZML OP II (the "Property Interests") to EOP OP; and

                  WHEREAS, pursuant to the Contribution Agreement, in exchange
for such contribution, EOP OP has agreed to (a) issue certain partnership
interests in EOP OP ("OP Units") to ZML OP II and (b) assume certain liabilities
of ZML OP II.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration (receipt of which is hereby acknowledged),
the parties hereto, intending to be legally bound hereby, agree as follows:

                  1. Pursuant to and in accordance with the Contribution
Agreement, ZML OP II hereby sells, conveys, assigns, transfers and delivers over
unto EOP OP, its successors and assigns, all of the right, title and interest of
ZML OP II in each of the Property Interests described on Exhibit A attached
hereto.

                  2. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby sells, conveys, assigns, transfers and delivers over
unto ZML OP II, its successors and assigns, 23,279,014 OP Units, which OP Units
are hereby accepted by ZML OP II.

                  3. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby assumes (a) all of the right, title and interest of ZML
OP II in each of the Property Interests and (b) all liabilities and obligations,
secured or unsecured, whether absolute, accrued, contingent or otherwise,
whether known or unknown and whether or not due, arising from, relating to or
otherwise in respect of each of the Property Interests, whether arising prior
to, as of or following the execution of this Agreement.

                  4. ZML OP II and EOP OP, from time to time, shall execute,
acknowledge, deliver and perform, or cause to be executed, acknowledged,
delivered and performed, all such further acts, assignments, transfers,
conveyances, powers of attorney and assurances as may be necessary or proper to
carry out the provisions and intent of the Contribution Agreement and this
Agreement.

                  5. This Agreement shall be governed by the internal laws of
the State of Illinois, without regard to the choice of laws provisions thereof.
<PAGE>   80
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                        ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS
                        LIMITED PARTNERSHIP II, an Illinois limited partnership

                        By:  ZML Partners Limited Partnership II, an Illinois
                             limited partnership, its general partner

                             By:  ZM Investors Limited Partnership II, an
                                  Illinois limited partnership, its
                                  general partner

                                  By:   Zell/Merrill II, Inc., an Illinois
                                        corporation, its general partner


                                        By:      /s/  Stanley M. Stevens
                                                 ------------------------------
                                        Name:    Stanley M. Stevens
                                        Title:   Vice President


                        EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
                        partnership

                        By:  Equity Office Properties Trust, its general partner


                             By:      /s/  Stanley M. Stevens
                                      ----------------------------------------
                             Name:    Stanley M. Stevens
                             Title:   Executive Vice President
<PAGE>   81
                                                      850 Third - Step 3, No. 17

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  Assignment and Assumption Agreement, dated July 11, 1997,
between Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
III, an Illinois limited partnership ("ZML OP III"), and EOP Operating Limited
Partnership, a Delaware limited partnership ("EOP OP").

                  WHEREAS, pursuant to a Contribution Agreement, dated as of May
30, 1997 among ZML OP III, EOP OP and various other parties (the "Contribution
Agreement"), ZML OP III has agreed to contribute certain property interests of
ZML OP III (the "Property Interests") to EOP OP; and

                  WHEREAS, pursuant to the Contribution Agreement, in exchange
for such contribution, EOP OP has agreed to (a) issue certain partnership
interests in EOP OP ("OP Units") to ZML OP III and (b) assume certain
liabilities of ZML OP III.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration (receipt of which is hereby acknowledged),
the parties hereto, intending to be legally bound hereby, agree as follows:

                  1. Pursuant to and in accordance with the Contribution
Agreement, ZML OP III hereby sells, conveys, assigns, transfers and delivers
over unto EOP OP, its successors and assigns, all of the right, title and
interest of ZML OP III in each of the Property Interests described on Exhibit A
attached hereto.

                  2. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby sells, conveys, assigns, transfers and delivers over
unto ZML OP III, its successors and assigns, 49,228,311 OP Units, which OP Units
are hereby accepted by ZML OP III.

                  3. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby assumes (a) all of the right, title and interest of ZML
OP III in each of the Property Interests and (b) all liabilities and
obligations, secured or unsecured, whether absolute, accrued, contingent or
otherwise, whether known or unknown and whether or not due, arising from,
relating to or otherwise in respect of each of the Property Interests, whether
arising prior to, as of or following the execution of this Agreement.

                  4. ZML OP III and EOP OP, from time to time, shall execute,
acknowledge, deliver and perform, or cause to be executed, acknowledged,
delivered and performed, all such further acts, assignments, transfers,
conveyances, powers of attorney and assurances as may be necessary or proper to
carry out the provisions and intent of the Contribution Agreement and this
Agreement.

                  5. This Agreement shall be governed by the internal laws of
the State of Illinois, without regard to the choice of laws provisions thereof.
<PAGE>   82


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

                                  ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                                  PARTNERS LIMITED PARTNERSHIP III, an
                                  Illinois limited partnership

                                  By:  ZML Partners Limited Partnership III,
                                       an Illinois limited partnership, its
                                       general partner

                                       By:   ZM Investors Limited Partnership
                                             III, an Illinois limited
                                             partnership, its general partner

                                             By:  Zell/Merrill III, Inc., an
                                                  Illinois corporation, its
                                                  general partner


                                                  By:    /s/  Stanley M. Stevens
                                                         -----------------------
                                                  Name:  Stanley M. Stevens
                                                  Title: Vice President


                                  EOP OPERATING LIMITED PARTNERSHIP, a Delaware
                                  limited partnership

                                  By:  Equity Office Properties Trust, its
                                  general partner


                                       By:      /s/ Stanley M. Stevens
                                                -------------------------------
                                       Name:    Stanley M. Stevens
                                       Title:   Executive Vice President
<PAGE>   83
                                                        British - Step 3, No. 10

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  Assignment and Assumption Agreement, dated July 11, 1997,
between Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
IV, an Illinois limited partnership ("ZML OP IV"), and EOP Operating Limited
Partnership, a Delaware limited partnership ("EOP OP").

                  WHEREAS, pursuant to a Contribution Agreement, dated as of May
30, 1997 among ZML OP IV, EOP OP and various other parties (the "Contribution
Agreement"), ZML OP IV has agreed to contribute certain property interests of
ZML OP IV (the "Property Interests") to EOP OP; and

                  WHEREAS, pursuant to the Contribution Agreement, in exchange
for such contribution, EOP OP has agreed to (a) issue certain partnership
interests in EOP OP ("OP Units") to ZML OP IV and (b) assume certain liabilities
of ZML OP IV.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration (receipt of which is hereby acknowledged),
the parties hereto, intending to be legally bound hereby, agree as follows:

                  1. Pursuant to and in accordance with the Contribution
Agreement, ZML OP IV hereby sells, conveys, assigns, transfers and delivers over
unto EOP OP, its successors and assigns, all of the right, title and interest of
ZML OP IV in each of the Property Interests described on Exhibit A attached
hereto.

                  2. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby sells, conveys, assigns, transfers and delivers over
unto ZML OP IV, its successors and assigns, 31,186,903 OP Units, which OP Units
are hereby accepted by ZML OP IV.

                  3. Pursuant to and in accordance with the Contribution
Agreement, EOP OP hereby assumes (a) all of the right, title and interest of ZML
OP IV in each of the Property Interests and (b) all liabilities and obligations,
secured or unsecured, whether absolute, accrued, contingent or otherwise,
whether known or unknown and whether or not due, arising from, relating to or
otherwise in respect of each of the Property Interests, whether arising prior
to, as of or following the execution of this Agreement.

                  4. ZML OP IV and EOP OP, from time to time, shall execute,
acknowledge, deliver and perform, or cause to be executed, acknowledged,
delivered and performed, all such further acts, assignments, transfers,
conveyances, powers of attorney and assurances as may be necessary or proper to
carry out the provisions and intent of the Contribution Agreement and this
Agreement.

                  5. This Agreement shall be governed by the internal laws of
the State of Illinois, without regard to the choice of laws provisions thereof.
<PAGE>   84
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                               ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY
                               PARTNERS LIMITED PARTNERSHIP IV, an Illinois
                               limited partnership

                               By:  ZML Partners Limited Partnership IV, an
                                    Illinois limited partnership, its general
                                    partner

                                    By:  ZM Investors Limited Partnership IV, an
                                         Illinois limited partnership, its
                                         general partner

                                         By:  Zell/Merrill IV, Inc., an Illinois
                                              corporation, its general partner


                                              By:      /s/  Stanley M. Stevens
                                                       ------------------------
                                              Name:    Stanley M. Stevens
                                              Title:   Vice President


                               EOP OPERATING LIMITED PARTNERSHIP, a Delaware
                               limited partnership

                               By:  Equity Office Properties Trust, its general
                                    partner


                                    By:      /s/  Stanley M. Stevens
                                             ----------------------------------
                                    Name:    Stanley M. Stevens
                                    Title:   Executive Vice President
<PAGE>   85
                              FIRST AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        EOP OPERATING LIMITED PARTNERSHIP


                  THIS AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EOP
OPERATING LIMITED PARTNERSHIP (this "AMENDMENT"), dated September 2, 1997, is
entered into by EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate
investment trust, as managing general partner (the "GENERAL PARTNER") of EOP
Operating Limited Partnership, a Delaware limited partnership (the
"PARTNERSHIP"), for itself and on behalf of the limited partners of the
Partnership.

                  WHEREAS, on the date hereof, Columbus America Properties,
L.L.C. ("CAP") is receiving 1,690,000 Class A Units, subject to adjustment as
provided in the Contribution Agreement, of limited partnership interest ("OP
UNITS") in the Partnership in exchange for the office properties known as Texaco
Center, LL&E Tower and 601 Tchoupitoulas Garage (collectively, the "CAP
Properties") pursuant to a closing under, and as more particularly described in,
that certain Agreement for Contribution of Real Estate and Related Property
dated as of August 1, 1997 by and between the Partnership, the General Partner,
CAP and certain members of CAP (the "CONTRIBUTION AGREEMENT");

                  WHEREAS, pursuant to the authority granted to the General
Partner under the Agreement of Limited Partnership of the Partnership dated as
of July 3, 1997 (the "PARTNERSHIP AGREEMENT"), the General Partner desires to
amend the Partnership Agreement to admit CAP as a result of the foregoing
transactions, and to amend and restate Exhibit A to reflect the admission of CAP
as an Additional Limited Partner and the holder of the OP Units; and

                  WHEREAS, CAP desires to become a party to the Partnership
Agreement and to be bound by all of the terms, conditions and other provisions
of this Amendment and the Partnership Agreement.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:

                  1. CAP hereby agrees to become a party to the Partnership
Agreement and to be bound by all of the terms, conditions and other provisions
of the Partnership Agreement.


<PAGE>   86
                  2. Exhibit A hereby is amended by replacing such Exhibit A
with Exhibit "A" attached to this Amendment, and CAP hereby is admitted as an
Additional Limited Partner in accordance with Section 12.2 of the Partnership
Agreement holding the OP Units. In the event the post-closing adjustments called
for under the Contribution Agreement result in adjustments to the number of OP
Units CAP is entitled to, the parties hereto agree to further amend the
Partnership Agreement to reflect such adjustment.

                  3. Notwithstanding any provision in the Partnership Agreement
to the contrary and in addition to (and not in lieu thereof) any and all rights
of CAP under the Partnership Agreement:

                           (i) The holder of the OP Units shall have the right
at any time and from time to time, to exchange all or any number of such OP
Units at the request of such holder for common shares of beneficial interest,
par value $0.01 per share of General Partner ("COMMON SHARES") in the form
required in Section 8.6B(i) of the Partnership Agreement; and

                           (ii) CAP shall have the right, exercisable upon
written notice to Partnership at any time and from time to time before the
earlier to occur of (a) September [2], 1998, or (b) the date that CAP shall have
either transferred or converted all of its OP Units into Common Shares, to
require Partnership to acquire all, or any portion or portions, of CAP's OP
Units at $29.00 per OP Unit. The price for such OP Units shall be paid by
Partnership, in immediately available funds not less than five (5) days after
receipt of such notice from CAP. The OP Units shall be conveyed to CAP free and
clear of all liens and encumbrances, other than those liens and encumbrances, if
any, in favor of General Partner or Partnership. At the closing of the
acquisition of the OP Units, the parties shall execute instruments of assignment
and conveyance in the form attached hereto as Exhibit "B" and an amendment to
the Partnership Agreement evidencing the assignment of the OP Units to the
Partnership and the withdrawal of CAP as a Limited Partner of the Partnership
(the "UNIT ACQUISITION DOCUMENTS").

                  4. Notwithstanding any other provision of this Amendment or
the Partnership Agreement to the contrary, upon liquidation of the Partnership,
CAP shall be required to contribute to the Partnership the deficit balance in
its Capital Account computed in accordance with Section 1.752-2(b)(1) and (2) of
the Regulations, provided, however, that such contribution obligation shall not
exceed $84,350,000 (the "Deficit Obligation"). CAP specifically waives any right
of contribution or subrogation with respect to such Deficit Obligation and
neither the General partners nor any other Partner or other Person shall be
required to reimburse CAP for such contribution. Irrespective of the balance in
the Capital Account of CAP, CAP agrees to indemnify the Partnership and the
General Partners to the extent that the recourse obligations of the Partnership
exceed the assets of the Partnership available to satisfy such recourse
obligations. This


                                      -2-
<PAGE>   87
indemnity obligation is intended to protect and hold the Partnership and the
General Partners harmless for such recourse obligations without regard to
obligations imposed on the General Partners under applicable state law or other
contract provisions. This indemnity obligation shall be limited to $84,350,000
(the "Indemnity Obligation"). CAP hereby specifically waives any right of
contribution from or subrogation against the General Partner or any other
Partner and neither the Partnership nor any other Partner shall be required to
contribute to or otherwise reimburse CAP with respect to such indemnity. Upon
payment of such indemnity, CAP's Capital Account shall be credited with such
payment only to the extent of any deficit in such Capital Account. Amounts paid
to the Partnership pursuant to the Deficit Obligation or the Indemnity
Obligation shall be used to satisfy the recourse obligations of the Partnership.

                  CAP's Deficit Obligation and Indemnity Obligation shall not in
the aggregate exceed $84,350,000 (subject to reduction as herein provided). In
addition, the Deficit Obligation and the Indemnity Obligation shall be forever
reduced to $6,350,000 immediately upon the first placing, after acquisition of
the Properties by the Partnership, of a non-recourse third party mortgage on the
Properties securing a third party non-recourse loan to the Partnership in an
amount not less than $78,000,000.

                  Unless the transferee, in its sole discretion, specifically
agrees to the Deficit Obligation or the Indemnity Obligation, upon the sale,
redemption, conversion or other disposition of the OP Units, the Deficit
Obligation and the Indemnity Obligation of CAP under this provision shall
terminate. Nothing in this paragraph 4 of the Amendment shall in any way effect
the sale, exchange or conversion rights of CAP under the Partnership Agreement
or this Amendment.

                  All capitalized terms used in this Amendment and not otherwise
defined shall have the meanings assigned in the Partnership Agreement. Except as
modified herein, all terms and conditions of the Partnership Agreement shall
remain in full force and effect, which terms and conditions the General Partner
hereby ratifies and affirms.


                                      -3-
<PAGE>   88

                  IN WITNESS WHEREOF, the undersigned has executed this
Amendment as of the date first set forth above.


                                      EQUITY OFFICE PROPERTIES TRUST, a
                                      Maryland real estate investment
                                      trust, as General Partner of EOP
                                      Operating Limited Partnership and on
                                      behalf of existing Limited Partners


                                      By:  /s/ SYBIL J. ELLIS
                                          ------------------------------------
                                      Name:    Sybil J. Ellis
                                            ----------------------------------
                                      Title:   SVP - Acquisitions
                                             ---------------------------------


                                      COLUMBUS AMERICA PROPERTIES, L.L.C.,
                                      a Louisiana limited liability company

                                      By:  Columbus Southeast Properties, Inc.,
                                           manager

                                           By: /s/ Joseph C. Canizaro
                                               ------------------------------
                                                Joseph C. Canizaro, President


                                      -4-
<PAGE>   89
                      ADDENDUM DATED AS OF OCTOBER 1, 1997
                      TO EOP OPERATING LIMITED PARTNERSHIP
                        AGREEMENT OF LIMITED PARTNERSHIP

         This Addendum to EOP Operating Limited Partnership Agreement of Limited
Partnership dated as of October 1, 1997 (the "Addendum"), which Addendum is
incorporated into that certain EOP Operating Limited Partnership Agreement of
Limited Partnership dated as of July 3, 1997 (the "Partnership Agreement"), is
executed and delivered by each of the undersigned. As of the date hereof, the
undersigned designated as an Additional Limited Partner is admitted as a Limited
Partner of the Partnership, and by said undersigned's execution and delivery
hereof, said undersigned agrees to be bound by the terms and provisions of the
Partnership Agreement. The number of Units issued as of the date hereof to the
undersigned designated as an Additional Limited Partner is shown opposite such
Additional Limited Partner's signature below. All terms used herein and not
otherwise defined shall have the meanings given them in the Partnership
Agreement.


                                    GENERAL PARTNER

                                    EQUITY OFFICE PROPERTIES TRUST,
                                    a Maryland real estate investment trust


                                    By:      /s/  David H. Naus
                                             ----------------------------------
                                    Name:    David H. Naus
                                    Title:   Senior Vice President



                                    ADDITIONAL LIMITED PARTNERS:


2,900,000 Units                     PRUDENTIAL INSURANCE COMPANY OF AMERICA, a
                                    New Jersey corporation


                                    By:      /s/ Robert W. Gadsden
                                             ----------------------------------
                                    Name:    Robert W. Gadsden
                                    Title:   Vice President
                                    Tax ID#: 22-121-1670
<PAGE>   90
                  FURTHER ADDENDUM DATED AS OF OCTOBER 6, 1997
                      TO EOP OPERATING LIMITED PARTNERSHIP
                        AGREEMENT OF LIMITED PARTNERSHIP


         This Further Addendum to EOP Operating Limited Partnership Agreement of
Limited Partnership dated as of October 6, 1997 (the "Addendum"), which Addendum
is incorporated into that certain EOP Operating Limited Partnership Agreement of
Limited Partnership dated as of July 3, 1997 (the "Partnership Agreement"), is
executed and delivered by the undersigned. Each of the undersigned designated as
an Existing Limited Partner has previously been admitted as a Limited Partner of
the Partnership. Such Existing Limited Partner has transferred, assigned and
conveyed a portion of their Class B Units to the undersigned person designated
as an Additional Limited Partner. As of the date hereof, the undersigned
designated as an Additional Limited Partner is admitted as a Limited Partner of
the Partnership, and by said undersigned's execution and delivery hereof, said
undersigned agrees to be bound by the terms and provisions of the Partnership
Agreement. After giving effect to the assignment contemplated hereby, as of the
date hereof, the number of Class B Units held by each of the undersigned
Existing Limited Partner and the Additional Limited Partner shall be the amount
shown opposite each of their respective signatures. All terms used herein and
not otherwise defined shall have the meanings given them in the Partnership
Agreement.

                                       GENERAL PARTNER:

                                       EQUITY OFFICE PROPERTIES TRUST,
                                       a Maryland real estate investment trust

                                       By:      /s/  Stanley M. Stevens
                                                -------------------------------
                                       Name:    Stanley  M. Stevens
                                       Title:   Executive Vice President &
                                                Chief Legal Counsel


                                       EXISTING LIMITED PARTNER:

                                       THE PRUDENTIAL INSURANCE COMPANY OF
                                       AMERICA, a New Jersey corporation
621,429 Class B Units retained
by Existing Limited Partner            By:      /s/  Robert W. Gadsden
                                                -------------------------------
                                       Name:    Robert W. Gadsden
                                       Title:   Vice President
                                       Tax ID#: 22-121-1670

                                       ADDITIONAL LIMITED PARTNER:

                                      STRATEGIC VALUE INVESTORS, LLC, a Delaware
                                      limited liability company
2,278,571 Class B Units
transferred from Existing             By:      /s/  Gary H. Picone
Limited Partner                                --------------------------------
                                      Name:    Gary H. Picone
                                      Title:   Vice President
<PAGE>   91
                   SECOND ADDENDUM DATED AS OF OCTOBER 7, 1997
                      TO EOP OPERATING LIMITED PARTNERSHIP
                        AGREEMENT OF LIMITED PARTNERSHIP

         This Second Addendum to EOP Operating Limited Partnership Agreement of
Limited Partnership dated as of October 7, 1997 (the "Addendum"), which Addendum
is incorporated into that certain EOP Operating Limited Partnership Agreement of
Limited Partnership dated as of July 3, 1997 (the "Partnership Agreement"), is
executed and delivered by each of the undersigned. As of the date hereof, each
of the undersigned designated as an Additional Limited Partner is admitted as a
Limited Partner of the Partnership, and by said undersigned's execution and
delivery hereof, said undersigned agrees to be bound by the terms and provisions
of the Partnership Agreement. The number of Units issued as of the date hereof
to each of the undersigned designated as an Additional Limited Partner is shown
opposite such Additional Limited Partner's signature below. All terms used
herein and not otherwise defined shall have the meanings given them in the
Partnership Agreement.

         This Second Addendum may be executed in two (2) or more counterparts,
each of which shall be deemed an original but all of which collectively shall
constitute one and the same document.

                                    GENERAL PARTNER

                                    EQUITY OFFICE PROPERTIES TRUST,
                                    a Maryland real estate investment trust


                                    By:      /s/  Matthew Gworek
                                             ----------------------------------
                                    Name:    Matthew Gworek
                                    Title:   Vice President - Acquisitions



                                    ADDITIONAL LIMITED PARTNERS:


239,306 Units                       /s/  David A. Gardner
                                    -------------------------------------------
                                    DAVID A. GARDNER
                                    SS ####-##-####


239,295 Units                       /s/  Donald J. Resnick
                                    -------------------------------------------
                                    DONALD J. RESNICK
                                    SS ####-##-####


21,376 Units                        /s/  Mark D. Quigley
                                    -------------------------------------------
                                    MARK D. QUIGLEY
                                    SS ####-##-####
<PAGE>   92
                               SECOND AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        EOP OPERATING LIMITED PARTNERSHIP


                  THIS SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
EOP OPERATING LIMITED PARTNERSHIP (this "AMENDMENT"), dated October 16, 1997, is
entered into by EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate
investment trust, as managing general partner (the "GENERAL PARTNER") of EOP
Operating Limited Partnership, a Delaware limited partnership (the
"PARTNERSHIP"), for itself and on behalf of the limited partners of the
Partnership.

                  WHEREAS, on the date hereof, 1120 20th Street Associates
("1120") is receiving 1,645,885 Class A Units, subject to adjustment as provided
in the Contribution Agreement, of limited partnership interest ("OP UNITS") in
the Partnership in exchange for the office property known as One Lafayette
Centre, 1120 20th Street, N.W., Washington, D.C. (the "PROPERTY") pursuant to a
closing under, and as more particularly described in, that certain Contribution
Agreement dated September 4, 1997, as amended, by and between the Partnership
and 1120 (the "CONTRIBUTION AGREEMENT");

                  WHEREAS, pursuant to the authority granted to the General
Partner under the Agreement of Limited Partnership of the Partnership dated as
of July 3, 1997, as amended (the "PARTNERSHIP AGREEMENT"), the General Partner
desires to amend the Partnership Agreement to admit 1120 as a result of the
foregoing transactions, and to amend and restate Exhibit A thereto to reflect
the admission of 1120 as an Additional Limited Partner and the holder of the OP
Units; and

                  WHEREAS, 1120 desires to become a party to the Partnership
Agreement and to be bound by all of the terms, conditions and other provisions
of this Amendment and the Partnership Agreement.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:

                  1. 1120 hereby agrees to become a party to the Partnership
Agreement and to be bound by all of the terms, conditions and other provisions
of the Partnership Agreement.

                  2. Exhibit A to the Partnership Agreement is hereby amended by


                                      -1-
<PAGE>   93
replacing such Exhibit A with Exhibit "A" attached to this Amendment, and 1120
hereby is admitted as an Additional Limited Partner in accordance with Section
12.2 of the Partnership Agreement holding the OP Units. In the event the
post-closing adjustments called for under the Contribution Agreement result in
adjustments to the number of OP Units 1120 is entitled to, the parties hereto
agree to further amend the Partnership Agreement to reflect such adjustment.

                  3. Notwithstanding any other provision of this Amendment or
the Partnership Agreement to the contrary, upon liquidation of the Partnership,
1120 shall be required to contribute to the Partnership the deficit balance in
its Capital Account computed in accordance with Sections 1.752-2(b)(1) and (2)
of the Regulations, provided, however, that such contribution obligation shall
not exceed $14,000,000 (the "DEFICIT OBLIGATION"). 1120 specifically waives any
right of contribution or subrogation with respect to such Deficit Obligation and
neither the General Partners nor any other Partner or other Person shall be
required to reimburse 1120 for such contribution. Irrespective of the balance in
the Capital Account of 1120, 1120 agrees to indemnify the Partnership and the
General Partners to the extent that the recourse obligations of the Partnership
exceed the assets of the Partnership available to satisfy such recourse
obligations. This indemnity obligation is intended to protect and hold the
Partnership and the General Partners harmless for such recourse obligations
without regard to obligations imposed on the General Partners under applicable
state law or other contract provisions. This indemnity obligation shall be
limited to $14,000,000 (the "INDEMNITY OBLIGATION"). 1120 hereby specifically
waives any right of contribution from or subrogation against the General Partner
or any other Partner and neither the Partnership nor any other Partner shall be
required to contribute to or otherwise reimburse 1120 with respect to such
indemnity. Upon payment of such indemnity, 1120's Capital Account shall be
credited with such payment only to the extent of any deficit in such Capital
Account. Amounts paid to the Partnership pursuant to the Deficit Obligation or
the Indemnity Obligation shall be used to satisfy the recourse obligations of
the Partnership.

         Upon the sale, redemption, conversion or other disposition of the OP
Units, the Deficit Obligation and the Indemnity Obligation of 1120 under this
provision shall terminate; provided however, a transferee of 1120 may, in its
sole discretion, assume the Deficit Obligation and/or the Indemnity Obligation
of 1120 and, in such event, the Deficit Obligation and the Indemnity Obligation
shall be the obligation solely of such transferee (but 1120's obligation shall
in all events be terminated as of the date of any disposition of its interest in
the Partnership). Nothing in this paragraph 4 of the Amendment shall in any way
effect the sale, exchange or conversion rights of 1120 under the Partnership
Agreement or this Amendment.

                  4. Time is of the essence of each and every provision of this
Amendment.


                                      -2-
<PAGE>   94
                  5. All capitalized terms used in this Amendment and not
otherwise defined shall have the meanings assigned in the Partnership Agreement.
Except as modified herein, all terms and conditions of the Partnership Agreement
shall remain in full force and effect, which terms and conditions the General
Partner hereby ratifies and affirms.

                  6. To facilitate execution, this Amendment may be executed in
as many counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Amendment to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.



                          [signatures begin next page]


                                      -3-
<PAGE>   95
                  IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first set forth above.


                                            EQUITY OFFICE PROPERTIES TRUST, a
                                            Maryland real estate investment
                                            trust, as General Partner of EOP
                                            Operating Limited Partnership and on
                                            behalf of existing Limited Partners


                                            By: /s/ Stanley M. Stevens
                                                -------------------------------
                                                     Stanley M. Stevens
                                                     Executive Vice President



                         [signatures continue next page]


                                      -4-
<PAGE>   96
                                     1120 20TH STREET ASSOCIATES, a District of
                                     Columbia limited partnership

                                     By: 1120 Developers Group, Inc., a District
                                         of Columbia corporation

                                         By: /s/ John J. Pohanka
                                             ----------------------------------
                                         Name: John J. Pohanka
                                              ---------------------------------
                                         Title: President
                                               --------------------------------


                                      -5-

<PAGE>   97
                 FURTHER ADDENDUM DATED AS OF November 21, 1997
                      TO EOP OPERATING LIMITED PARTNERSHIP
                        AGREEMENT OF LIMITED PARTNERSHIP

         This Further Addendum to EOP Operating Limited Partnership Agreement of
Limited Partnership dated as of November 21, 1997 (the "Addendum"), which
Addendum is incorporated into that certain EOP Operating Limited Partnership
Agreement of Limited Partnership dated as of July 3, 1997 (the "Partnership
Agreement"), is executed and delivered by each of the undersigned. Each of the
undersigned designated as an Existing Limited Partner has previously been
admitted as a Limited Partner of the Partnership. As of the date hereof, each of
the undersigned has been issued additional Class B Units in the Partnership, and
by said undersigned's execution and delivery hereof, said undersigned agrees to
be bound by the terms and provisions of the Partnership Agreement with respect
to such additional Class B Units. Both the number of additional Class B Units
issued as of the date hereof to each of the undersigned designated as an
Existing Limited Partner, and the total number of Class B Units heretofore and
hereby issued to each of the undersigned designated as an Existing Limited
Partner, is shown opposite such Existing Limited Partner's signature below. All
terms used herein and not otherwise defined shall have the meanings given them
in the Partnership Agreement.

         This Addendum may be executed in two (2) or more counterparts, each of
which shall be deemed an original but all of which collectively shall constitute
one and the same document.

                                        GENERAL PARTNER

                                        EQUITY OFFICE PROPERTIES TRUST,
                                        a Maryland real estate investment trust


                                        By:      /s/ Matthew Gworek
                                                 ------------------------------
                                        Name:    Matthew Gworek
                                        Title:   Vice President - Acquisitions


                                        EXISTING LIMITED PARTNERS:
Additional        Total
Class B Units     Class B Units(1)

51,005            290,311               /s/  David A. Gardner
                                        ---------------------------------------
                                        DAVID A. GARDNER
                                        SS ####-##-####


51,005            290,300               /s/  Donald J. Resnick
                                        ---------------------------------------
                                        DONALD J. RESNICK
                                        SS ####-##-####


22,338            43,714                /s/  Mark D. Quigley
                                        ---------------------------------------
                                        MARK D. QUIGLEY
                                        SS ####-##-####


--------

(1) Inclusive of both (i) Class B Units issued on October 7, 1997 as evidenced
by that certain Second Addendum dated as of October 7, 1997 to EOP Operating
Limited Partnership Agreement of Limited Partnership, and (ii) the additional
Class B Units evidenced by this Further Addendum.
<PAGE>   98
                               THIRD AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        EOP OPERATING LIMITED PARTNERSHIP


         THIS THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EOP
OPERATING LIMITED PARTNERSHIP (this "AMENDMENT"), dated December 16, 1997, is
entered into by EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate
investment trust, as managing general partner (the "GENERAL PARTNER") of EOP
Operating Limited Partnership, a Delaware limited partnership (the
"PARTNERSHIP"), for itself and on behalf of the Limited Partners of the
Partnership.

         WHEREAS, on the date hereof, (i) Wright Runstad Asset Management L.P.,
a Washington limited partnership ("WRAM"), is receiving 446,890 Class B Units
(WRP Series) of limited partnership interest in the Partnership in exchange for
certain partnership interests ("Titleholder Interests") in Wright Runstad
Properties L.P., a Delaware limited partnership (the "Titleholder"), pursuant to
a closing under, and as more particularly described in, that certain
Contribution Agreement dated December 16, 1997, by and between the Partnership,
WRAM, WRH (as defined below) and certain other parties (the "Contribution
Agreement"), (ii) Wright Runstad Holdings L.P., a Washington limited partnership
("WRH"), is receiving 2,168,810 Class B Units (WRP Series) of limited
partnership interest in the Partnership in exchange for certain Titleholder
Interests pursuant to a closing under, and as more particularly described in,
the Contribution Agreement, and (iii) H. Jon Runstad ("Runstad"), Douglas E.
Norberg ("Norberg") and John F. Nordby ("Nordby") are receiving, in the
aggregate, 137,427 Class B Units ("WRP Series) of limited partnership interests
in the Partnership in exchange for certain limited partnership interests ("WRALP
Interests") in Wright Runstad Associates Limited Partnership, a Washington
limited partnership ("WRALP"), pursuant to a closing under, and as more
particularly described in, that certain WRALP Investment Agreement dated
December 16, 1997, by and among the Partnership, WRALP, Runstad, Norberg, Nordby
and certain other parties (the "Investment Agreement"). WRAM and WRH are
collectively referred to herein as the "Contributors." Runstad, Norberg, Nordby
are collectively referred to herein as the "Principals". The Class B Units (WRP
Series) are collectively referred to herein as the "OP Units." The Titleholder
is the owner of certain property (the "WRP Property") described in the
Contribution Agreement.

         WHEREAS, pursuant to the authority granted to the General Partner under
the Agreement of Limited Partnership of Partnership dated as of July 3, 1997, as
amended by the First Amendment to Agreement of Limited Partnership of the
Partnership dated September 2, 1997 and the Second Amendment to Agreement of
Limited Partnership of the Partnership dated October 16, 1997 (collectively, the
"Partnership Agreement"), the General Partner desires to amend the Partnership
Agreement to reflect the admission of the Contributors and the Principals
<PAGE>   99
as Additional Limited Partners and the holders of the OP Units and certain other
matters described herein.

         WHEREAS, each Contributor and each Principal desires to become a party
to the Partnership Agreement and to be bound by all of the terms, conditions and
other provisions of this Amendment and the Partnership Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:

         1.   AGREEMENT TO PARTNERSHIP AGREEMENT. Each Contributor and each
Principal hereby agrees to become a party to the Partnership Agreement and to be
bound by all of the terms, conditions and other provisions of the Partnership
Agreement, including but not limited to the power of attorney set forth in
Section 15.11 of the Partnership Agreement.

         2.   RESTATEMENT OF EXHIBIT A. Exhibit A to the Partnership Agreement
hereby is amended by replacing such Exhibit A with Exhibit "A" attached to this
Amendment, and each Contributor and each Principal hereby is admitted as an
Additional Limited Partner in accordance with Section 12.2 of the Partnership
Agreement holding the OP Units.

         3.   RIGHT TO ASSIGN. Notwithstanding any other provision of this
Amendment or of the Partnership Agreement, each Contributor shall have the right
to assign all or any portion of its OP Units, together with any and all other
rights of such Contributor pursuant to this Amendment or the Partnership
Agreement, to one or more of the constituent partners or shareholders, members,
partners or beneficiaries of constituent partners of such Contributor on the
date hereof, without the need for the consent of the Managing General Partner or
any other General Partner or Limited Partner and without being subject to the
right of first refusal set forth in Section 11.3.A(a) of the Partnership
Agreement, but in each case subject to the restrictions and conditions set forth
in Sections 11.3.C, 11.3.D, 11.3.E, 11.6.E and 11.6.F of the Partnership
Agreement. Upon the delivery of written notice of such an assignment to the
Managing General Partner, each assignee of OP Units pursuant to the immediately
preceding sentence shall be admitted to the Partnership as a Substituted Limited
Partner owning the OP Units so assigned and having all of the rights of a
Limited Partner under the Partnership Agreement and this Amendment, subject only
to such assignee executing and delivering to the Partnership an acceptance of
all of the terms and conditions of the Partnership Agreement and such other
documents or instruments as the Managing General Partner may reasonably require
to effect such admission, in accordance with Section 11.4.B of the Partnership
Agreement. Each permitted assignee of any of the OP Units issued to a
Contributor pursuant to the Contribution Agreement that is admitted as a
Substituted Limited Partner in accordance with this Section 3 or Article XI of
the Partnership Agreement, for so long as such Person owns any such OP Units, is
referred to in this Amendment as a "Contributor Limited Partner." Upon
satisfaction of the condition described in the second sentence of this Section
3, the Managing General Partner shall


                                       2
<PAGE>   100
amend Exhibit A to the Partnership Agreement in the manner described in Section
11.4.C of the Partnership Agreement. For purposes of Section 8.6 of the
Partnership Agreement, each Contributor Limited Partner which is a permitted
assignee of a Contributor shall be entitled to exercise its right to require the
Partnership to redeem all or any portion of the OP Units assigned to it by such
Contributor at any time on or after the first anniversary date of the issuance
of the OP Units to such Contributor (which one-year period shall include the
period of time from the date such OP Units were issued to such Contributor as
other than Class A Units until the date any such OP Units are converted
automatically to Class A Units pursuant to the Partnership Agreement).

         4.   ADJUSTMENTS TO CARRYING VALUES.

                  (a) Upon the admission of the Contributors and the Principals
         to the Partnership and upon the distribution by the Partnership of the
         Cash Amount to either Contributor or to any Principal or any
         Contributor Limited Partner pursuant to the exercise of the Redemption
         Right with respect to the OP Units held by such Contributor, Principal
         or Contributor Limited Partner, the Carrying Values of the Assets of
         the Partnership shall be adjusted in accordance with the procedures
         described in Section 1.D of Exhibit B to the Partnership Agreement;
         provided, however, that in order to minimize the administrative burden
         associated with the adjustments required by this Section 4(a) in
         connection with the distribution of the Cash Amount to a Contributor, a
         Principal or a Contributor Limited Partner, the Partnership shall make
         the adjustments to the Carrying Values of the Partnership's Assets (and
         the resulting adjustments to the Capital Accounts of the Partners) only
         upon the happening of the most material event during the calendar year
         that is described in Section 1.D(2) of Exhibit B to the Partnership
         Agreement (the "Annual Adjustment"); and provided further, that upon
         the distribution of the Cash Amount to a Contributor, a Principal or a
         Contributor Limited Partner or, at the option of the General Partner,
         upon the occurrence of any other event described in Section 1.D(2) of
         Exhibit B to the Partnership Agreement, that occurs during any year
         other than as of the date of the Annual Adjustment, the Partnership
         shall, at the time of such distribution, make adjustments to the
         Carrying Values of the Partnership's Assets in accordance with the
         procedures described in Section 1.D of Exhibit B to the Partnership
         Agreement for purposes of adjusting the Capital Account of such
         Contributor, such Principal or such Contributor Limited Partner who has
         exercised his Redemption Right or such other affected Partner, but no
         such adjustments shall be necessary at such time with respect to the
         Capital Account balances of Partners who remain Partners through the
         date of the Annual Adjustment or are otherwise not directly affected by
         any such other event.

                  (b) Any determination of the fair market value of Partnership
         assets pursuant to Section 1.D of Exhibit B to the Partnership
         Agreement (for purposes of calculating Unrealized Gain or Unrealized
         Loss), with respect to adjusting the Carrying Values of Partnership
         assets in connection with the exercise of Redemption Rights by a
         Contributor,


                                       3
<PAGE>   101
         any Principal or any Contributor Limited Partner shall be made by
         assuming that the aggregate fair market value of all Partnership assets
         is equal to the aggregate Cash Amount that would be distributed by the
         Partnership if all Partnership Units held by all Partners (including
         the General Partners) were redeemed in exchange for the Cash Amount
         with respect to each such Partnership Unit at such time, provided,
         however, such valuation methodology shall not be utilized for purposes
         of determining the fair market value of the Partnership's assets with
         respect to any such exercise of Redemption Rights in contemplation of
         an assignment by or reorganization of the Partnership for the benefit
         of creditors and any liquidation of the Partnership related thereto or
         following the filing by (or in contemplation of a filing) by the
         Partnership of a case under Title 11 of the U.S. Code.

         5.   ALLOCATIONS. Notwithstanding the provisions of Section 2.C of
Exhibit C to the Partnership Agreement, for purposes of allocating items of
income, gain, loss and deduction with respect to the WRP Property in the manner
required by Section 704(c) of the Code, the Partnership shall employ, and shall
cause any entity controlled by the Partnership which holds title to any of the
WRP Property to employ, the "traditional method" as set forth in Regulation
Section 1.704-3(b).

         6.   OBLIGATION TO RESTORE DEFICIT CAPITAL ACCOUNT.

                  (a) For purposes of this Section 6, the following terms shall
         have the meanings set forth below:

                           (i) "DRO Amount" means (A) with respect to WRAM,
                  $10,873,678, (B) with respect to WRH, $63,014,285 and (C) with
                  respect to each Scheduled Assignee, the amount set forth
                  opposite such Scheduled Assignee's name on Schedule 1 hereto.

                           (ii) "Partner Contribution Agreement" means one or
                  more agreements in favor of that certain partnership or
                  partnerships that are partners in WRH, which are being
                  executed concurrently with this Amendment and have been
                  assigned by such partnerships to WRH, pursuant to which a
                  Second-Tier Partner has agreed to make certain capital
                  contributions to WRH on the terms and subject to the
                  conditions set forth in such Partner Contribution Agreement.

                           (iii) "Partner Contribution Amount" means, with
                  respect to each Second-Tier Partner, the amount set forth
                  opposite such Second-Tier Partner's name on Schedule 1 hereto,
                  which amount is the amount of capital contributions agreed to
                  be made by such Second-Tier Partner pursuant to the Partner
                  Contribution Agreement to which he is a party.


                                       4
<PAGE>   102
                           (iv) "Scheduled Assignee" means each permitted
                  assignee of any of the OP Units of either WRAM or WRH listed
                  on Schedule 1 hereto and the successors and assigns of such
                  Scheduled Assignee.

                           (v) "Second-Tier Partners" means those persons listed
                  on Schedule 1 hereto who are partners in certain general
                  partnerships that are partners in WRH and who have executed
                  and delivered one or more Partner Contribution Agreements.

                  (b) Notwithstanding any other provisions of the Partnership
         Agreement, upon liquidation of the Partnership or upon the liquidation
         of the Partnership Interest of a Contributor or a Scheduled Assignee,
         each Contributor or Scheduled Assignee whose interest is being
         liquidated shall contribute to the Partnership in accordance with
         Treasury Regulation Section 1.704 - 1(b) (2) (ii) (b) (2) the deficit
         balance, if any, in its Capital Account, calculated after the
         allocation for such year of all items of Net Income, Net Losses, Gross
         Income and Unrealized Gain or Unrealized Loss allocated in accordance
         with Section 1.D of Exhibit B to the Partnership Agreement; provided,
         however, that in no event shall such contribution obligation for any
         Contributor or Scheduled Assignee exceed such Contributor's or
         Scheduled Assignee's DRO Amount. In addition, WRH hereby assigns and
         conveys to the Partnership, effective upon distribution of the OP Units
         by WRH, all of WRH's rights under each Partner Contribution Agreement
         provided by a Second-Tier Partner; provided, that in no event shall the
         contribution obligation pursuant to such Partner Contribution Amount
         exceed such Second-Tier Partner's Partner Contribution Amount. The
         obligation created pursuant to this Section 6(b) shall be for the
         benefit of the Partnership, its general partners (the "General
         Partners"), the creditors of the Partnership or any other person to
         whom any debts, liabilities or obligations are owed by (or who
         otherwise has any claim against) the Partnership or the General
         Partners in their capacities as general partners of the Partnership and
         shall be enforceable by such parties. Each Contributor and Scheduled
         Assignee unconditionally and irrevocably waives any subrogation,
         reimbursement or similar rights to which it might otherwise be entitled
         as the result of its performance with respect to the obligation created
         pursuant to Section 6(b), whether such rights arise with respect to the
         Partnership, another Partner of the Partnership or a third party;
         provided, however, that the General Partners shall in all events be
         entitled to enforce the contribution obligation of a Contributor or
         Scheduled Assignee undertaken pursuant to Section 6(b).

                  (c) Notwithstanding the foregoing, in the event that the
         Managing General Partner, pursuant to Section 8.6B of the Partnership
         Agreement, elects to assume directly and satisfy a Redemption Right
         exercised by a Contributor or a Scheduled Assignee (a "Tendering
         Limited Partner"), the Managing General Partner shall assume the
         obligation of the Tendering Limited Partner pursuant to Section 6(b)
         above with respect to the OP Units transferred to the Managing General
         Partner by such Tendering Limited Partner;


                                       5
<PAGE>   103
         provided, however, that if the adjustment to the Carrying Values of
         Partnership Assets and the related adjustments to the Capital Accounts
         of the Partners pursuant to Section 4 hereof and Section 1.D of Exhibit
         B to the Partnership Agreement that would have been undertaken pursuant
         to Section 4 hereof had the Partnership satisfied the Redemption Right
         exercised by such Tendering Limited Partner would have resulted in the
         Capital Account of the Tendering Limited Partner having a zero or
         positive balance, then, with respect to such OP Units acquired from the
         Tendering Limited Partner, the Managing General Partner shall have no
         obligation pursuant to Section 6(b) hereof with respect to a
         liquidation of the Partnership or a liquidation of the Partnership
         interest reflected by such OP Units that occurs more than twelve months
         following the acquisition of such OP Units by the Managing General
         Partner.

                  (d) In the event that the liquidation of the Partnership
         Interest of a Tendering Limited Partner, other than in connection with
         the liquidation of the Partnership, would trigger an obligation
         pursuant to Section 6(b) hereof to contribute an amount to the
         Partnership, then the Net Income of the Partnership for the portion of
         such year ending on the Specified Redemption Date with respect to such
         Tendering Limited Partner shall be specially allocated to such
         Tendering Limited Partner in the amount necessary to eliminate the
         deficit balance in its Capital Account remaining after all other
         adjustments for such year (including any adjustments made pursuant to
         Section 1.D of Exhibit B to the Partnership Agreement).

         7.   MAINTENANCE OF RECOURSE DEBT. The Partnership shall maintain
unsecured liability as to which the creditor has recourse to the General
Partners, including any such unsecured recourse liability (as to which the
creditor has recourse to the General Partners in their capacities as General
Partners) of any other entity that is allocable to the Partnership, in an
aggregate amount not less than the amount necessary such that (a) prior to the
distribution by WRAM and WRH of OP Units issued to them pursuant to the
Contribution Agreement, the amount of Partnership recourse liabilities allocated
to each of WRAM and WRH shall be not less than its DRO Amount and (b) following
the distribution by WRAM and WRH of OP Units issued to them pursuant to the
Contribution Agreement, the amount of Partnership recourse liabilities allocated
directly or indirectly to all Scheduled Assignees and Second-Tier Partners shall
be not less than the sum of their respective DRO Amounts and Partner
Contribution Amounts. In making such determination, the Partnership shall take
into account any and all allocations of Partnership recourse liabilities to
other Partners by reason of any guaranties, indemnities, restoration obligations
or other, similar arrangements with respect to any such Partners, and the
liability by reason of any such Partner's status as a general partner of the
Partnership.

         8.   TIME IS OF THE ESSENCE. Time is of the essence of each and every
provision of this Amendment.


                                       6
<PAGE>   104
         9. AMENDMENTS. Notwithstanding any provision in the Partnership
Agreement to the contrary, the provisions of this Amendment may be waived or
amended or otherwise modified with the prior written consent of holders of more
than fifty percent (50%) of the OP Units at the time outstanding and without the
consent of any other Limited Partner.

         All capitalized terms used in this Amendment and not otherwise defined
shall have the meanings assigned to them in the Partnership Agreement. Except as
modified herein, all terms and conditions of the Partnership Agreement shall
remain in full force and effect, which terms and conditions the General Partner
hereby ratifies and affirms.


                                       7
<PAGE>   105
         IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
the date first set forth above.

                                      EQUITY OFFICE PROPERTIES
                                      TRUST, a Maryland real estate investment
                                      trust, as General Partner of EOP Operating
                                      Limited Partnership and on behalf of
                                      existing Limited Partners



                                      By: /s/ Ross Satter White
                                          -------------------------------------
                                          Name: Ross Satter White
                                                -------------------------------
                                          Title: Vice President/Acquisitions
                                                 ------------------------------

                                      CONTRIBUTORS:

                                      WRIGHT RUNSTAD ASSET MANAGEMENT L.P., a
                                      Washington limited partnership

                                      By:      WRAM, INC.,
                                               its general partner


                                               By: /s/ Douglas E. Norberg
                                                   --------------------------
                                                   Name: Douglas E. Norberg
                                                         --------------------
                                                   Title: President
                                                          -------------------

                                       8
<PAGE>   106
                             WRIGHT RUNSTAD HOLDINGS LIMITED
                             PARTNERSHIP, a Washington limited
                             partnership

                             By:      WRIGHT RUNSTAD ASSOCIATES LIMITED
                                      PARTNERSHIP, a Washington limited
                                      partnership, its general partner

                                      By:    WRIGHT RUNSTAD & COMPANY,
                                             a Washington corporation,
                                             its general partner


                                             By:  WRAM INC.
                                             Name: /s/ DOUGLAS E. NORBERG
                                                   ------------------------
                                             Title: President
                                                    -----------------------


                                      PRINCIPALS:


                                      /s/ H. JON RUNSTAD
                                      ------------------------------
                                      H. Jon Runstad

                                      /s/ DOUGLAS E. NORBERG
                                      ------------------------------
                                      Douglas E. Norberg

                                      /s/ JON F. NORDBY
                                      ------------------------------
                                      Jon F. Nordby


                                       9
<PAGE>   107


                               FOURTH AMENDMENT TO

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                        EOP OPERATING LIMITED PARTNERSHIP

              This Fourth Amendment is made as of December 19, 1997 by and among
Equity Office Properties Trust, a Maryland real estate investment trust, as
managing general partner (the "Company" or the "Managing General Partner") of
EOP Operating Limited Partnership, a Delaware limited partnership (the
"Partnership"), and as attorney-in-fact for the Persons named on Exhibit A to
the Agreement of Limited Partnership of EOP Operating Limited Partnership, dated
as of July 3, 1997, as amended, (the "Partnership Agreement") for the purpose of
amending the Partnership Agreement. Capitalized terms used herein and not
defined shall have the meanings given to them in the Partnership Agreement.

              WHEREAS, the Company and the Partnership are parties to an
Agreement and Plan of Merger, dated as of September 15, 1997, as amended (the
"Merger Agreement"), with Beacon Properties Corporation, a Maryland corporation
("Beacon"), and Beacon Properties, L.P., a Delaware limited partnership ("Beacon
Partnership"), pursuant to which Beacon has merged with and into the Company
(the "Company Merger") and Beacon Partnership has merged with and into the
Partnership (the "Partnership Merger," together with the Company Merger, the
"Mergers");

              WHEREAS, the Company has issued 8,000,000 8.98% Series A
Cumulative Redeemable Preferred Shares (the "Series A Preferred Shares") in
connection with the Company Merger;

              WHEREAS, the Managing General Partner has determined that, in
connection with the Mergers, it is necessary and desirable to amend the
Partnership Agreement (i) to create additional Partnership Units having
designations, preferences and other rights which are substantially the same as
the economic rights of the Series A Preferred Shares and (ii) to admit as
Additional Limited Partners the partners of Beacon Partnership.

              NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are





<PAGE>   108

acknowledged, the Managing General Partner hereby amends the Partnership
Agreement as follows:

              1.    Article I of the Partnership Agreement is hereby amended by
(i) adding the following definitions:

              "Series A Preferred Shares" means the 8.98% Series A Cumulative
Redeemable Preferred Shares of the Company issued in connection with the Company
Merger; and

              "Series A Preferred Units" means the series of Partnership Units
representing units of Limited Partnership Interests designated as the 8.98%
Series A Cumulative Redeemable Preferred Units with the designations,
preferences and other rights set forth herein; and

(ii) by deleting the definition of "Deemed Value of the Partnership Interest"
and replacing it with the following:

              "DEEMED VALUE OF PARTNERSHIP INTEREST" means, as of any date with
respect to any class of Partnership Interests, (a) if the common shares of
beneficial interests (or other comparable equity interests) of the General
Partner Entity are Publicly Traded (i) the total number of shares of beneficial
interest (or other comparable equity interest) of the General Partner Entity
corresponding to such class of Partnership Interest (as provided for in Section
4.2.B) issued and outstanding as of the close of business on such date
(excluding any treasury shares) multiplied by the Value of a share of such
beneficial interest (or other comparable equity interests) on such date DIVIDED
BY (ii) the Percentage Interests of the Managing General Partner, held directly
or indirectly through another entity, in such class of Partnership Interests on
such date, and (b) otherwise, the aggregate Value of such class of Partnership
Interests determined as set forth in fourth and fifth sentences of the
definition of Value. For purposes of clause (a) of the preceding sentence,
"Value" means the average of the daily market price of such corresponding shares
of beneficial interest (or other comparable equity interests) of the General
Partner Entity for such number of consecutive trading days or the Business Day
immediately preceding the date with respect to which Value must be determined
(which number of days or the Business Day shall be determined by the Managing
General Partner in its sole discretion), with the market price for each such
trading day being the closing price, regular way, on such day, of if no such
sale takes place on such day, the average of the closing bid and asked prices on
such day. Notwithstanding any of the foregoing, with respect to any class or
series of Partnership Interests that is entitled to a preference as compared to
the class of Partnership Interests corresponding to common shares of beneficial
interests (or other comparable equity interests) of the General Partner Entity,
"Value" means the stated liquidation preference or value of such class or series
of Partnership


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<PAGE>   109

Interests provided in the instrument establishing such class or series of
Partnership Interests (unless otherwise provided in such instrument).

              2.    In accordance with Section 4.2.A of the Partnership
Agreement, set forth below are the terms and conditions of the Series A
Preferred Units hereby established and issued to the Company in connection with
the Partnership Merger.

              A.    DESIGNATION AND NUMBER. A series of Partnership Units
designated as Series A Preferred Units is hereby established. The number of
Series A Preferred Units shall be 8,000,000.

              B.    RANK. The Series A Preferred Units will, with respect to
distribution rights and rights upon liquidation, dissolution or winding up of
the Partnership, rank (a) senior to the Class A Units, Class B Units and all
Partnership Interests ranking junior to the Series A Preferred Units; (b) on a
parity with all Partnership Interests issued by the Partnership the terms of
which specifically provide that such Partnership Interests rank on a parity with
the Series A Preferred Units; and (c) junior to all Partnership Interests issued
by the Partnership the terms of which specifically provide that such Partnership
Interests rank senior to the Series A Preferred Units.

              C.    DISTRIBUTIONS.

              (i)   Pursuant to Section 5.1 of the Partnership Agreement,
holders of Series A Preferred Units shall be entitled to receive, out of
Available Cash, cumulative preferential distributions of Available Cash at the
rate of 8.98% of the $25.00 liquidation preference per annum (equivalent to a
fixed annual amount of $2.245 per unit). Such distributions shall be cumulative
from the last date on which any distributions were paid with respect to the
Series A Preferred Units of Beacon Partnership for which the Series A Preferred
Units were exchanged in connection with the Partnership Merger and shall be
payable quarterly in arrears on or before March 15, June 15, September 15 and
December 15 of each year or, if not a business day, the next succeeding business
day (each a "Series A Preferred Unit Distribution Payment Date"). Any
distribution payable on the Series A Preferred Units for any partial
distribution period will be computed on the basis of a 360-day year consisting
of twelve 30-day months.

              (ii)  No distributions on Series A Preferred Units shall be
authorized or paid or set apart for payment at such time as the terms and
provisions of any agreement of the Partnership, including any agreement relating
to its indebtedness, prohibits such authorization, payment or setting apart for
payment or provides that such authorization, payment or setting apart for
payment would constitute a breach



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<PAGE>   110

thereof, or a default thereunder, or if such authorization or payment shall be
restricted or prohibited by law.

              (iii)  Notwithstanding the foregoing, distributions with respect
to the Series A Preferred Units will accrue whether or not the terms and
provisions set forth in Section 2.C.(ii) at any time prohibit the current
payment of distributions, whether or not there is sufficient Available Cash for
such distributions and whether or not such distributions are authorized. Accrued
but unpaid distributions on the Series A Preferred Units will accumulate as of
the Series A Preferred Unit Distribution Payment Date on which they first become
payable.

              (iv)   When distributions are not paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series A
Preferred Units and any other Partnership Interests ranking on a parity as to
distributions with the Series A Preferred Units, all distributions authorized
upon the Series A Preferred Units and any other Partnership Interests ranking on
a parity as to distributions with the Series A Preferred Units shall be
authorized pro rata so that the amount of distributions authorized per
Partnership Unit of Series A Preferred Units and such other Partnership
Interests shall in all cases bear to each other the same ratio that accrued
distributions per Partnership Unit on the Series A Preferred Units and such
other Partnership Interests (which shall not include any accrual in respect of
unpaid distributions for prior distribution periods if such other Partnership
Interests do not have a cumulative distribution) bear to each other. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on Series A Preferred Units which may be in
arrears.

              (v)    Except as provided in Section 2.B.(iv), unless full
cumulative distributions on the Series A Preferred Units have been or
contemporaneously are authorized and paid or authorized and a sum sufficient for
the payment thereof is set apart for payment for all past distribution periods
and the then current distribution period, no distributions (other than in
Partnership Interests ranking junior to the Series A Preferred Units as to
distributions and upon liquidation) shall be authorized or paid or set aside for
payment nor shall any other distribution be authorized or made upon the Class A
Units, the Class B Units, or any other Partnership Interests ranking junior to
or on a parity with the Series A Preferred Units as to distributions or upon
liquidation, nor shall any Class A Units, Class B Units, or any other
Partnership Interests ranking junior to or on a parity with the Series A
Preferred Shares as to distributions or upon liquidation be redeemed, purchased
or otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such units or other
Partnership Interests) by the Partnership (except by conversion into or exchange
for Partnership Interests ranking junior to the Series A Preferred Units as to
distributions and upon liquidation).

              (vi)   Holders of the Series A Preferred Units shall not be
entitled to any distribution, whether payable in cash, property or Partnership
Units in excess of full


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<PAGE>   111

cumulative distributions on the Series A Preferred Units as described above. Any
distribution payment made on the Series A Preferred Units shall first be
credited against the earliest accrued but unpaid distribution due with respect
to such Series A Preferred Units which remains payable.

              D.     ALLOCATIONS.

              Allocations of the Partnership's items of income, gain, loss and
deduction shall be allocated among holders of Series A Preferred Units in
accordance with Article VI of the Partnership Agreement.

              E.     LIQUIDATION PREFERENCE.

              (i)    Upon any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Partnership, the holders of Series A
Preferred Units then outstanding are entitled to be paid out of the assets of
the Partnership available for distribution to the Partners pursuant to Section
13.2.A of the Partnership Agreement a liquidation preference of $25.00 per
Series A Preferred Unit, plus an amount equal to any accrued and unpaid
distributions to the date of payment, before any distribution of assets is made
to holders of Class A Units, Class B Units or any other Partnership Interests
that rank junior to the Series A Preferred Units as to liquidation rights.

              (ii)   In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Partnership
are insufficient to pay the amount of the liquidating distributions on all
outstanding Series A Preferred Units and the corresponding amounts payable on
all other Partnership Interests ranking on a parity with the Series A Preferred
Units in the distribution of assets, then such assets shall be allocated among
the Series A Preferred Units, as a class, and each class or series of such other
such Partnership Interests, as a class, in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.

              (iii)  After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series A Preferred
Units will have no right or claim to any of the remaining assets of the
Partnership.

              (iv)   The consolidation or merger of the Partnership with or into
any other partnership, corporation, trust or entity or of any other partnership,
corporation, trust or other entity with or into the Partnership or the sale,
lease or conveyance of all or substantially all of, the property or business of
the Partnership, shall not be deemed to constitute a liquidation, dissolution or
winding up of the Partnership for purposes of this Section 2.E.


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<PAGE>   112

              F.     REDEMPTION.

              In connection with a redemption by the Company of any or all of
the Series A Preferred Shares, the Partnership shall provide cash to the Company
for such purpose which shall be equal to redemption price of the Series A
Preferred Shares to be redeemed and one Series A Preferred Unit shall be
canceled with respect to each Series A Preferred Share so redeemed. From and
after the date in which the Series A Preferred Shares are redeemed, the Series A
Preferred Units so canceled shall no longer be outstanding and all rights
hereunder, to distributions or otherwise, with respect to such Series A
Preferred Units shall cease.

              3.     Section 6.1.C of the Partnership Agreement is deleted and
replaced with the following:

              C.     ALLOCATION OF NONRECOURSE DEBT.  For purposes of Regulation
                     Section 1.752-3(a), the Partners agree that Nonrecourse
                     Liabilities of the Partnership in excess of the sum of (i)
                     the amount of Partnership Minimum Gain and (ii) the total
                     amount of Nonrecourse Built-in Gain shall be allocated by
                     the Managing General Partner by taking into account facts
                     and circumstances relating to each Partner's respective
                     interest in the profits of the Partnership. For this
                     purpose, the Managing General partner will have discretion
                     in any fiscal year to allocate such excess Nonrecourse
                     Liabilities among the Partners in any manner permitted
                     under Code Section 752 and the Regulations thereunder.

              4.     Section 13.2.A of the Partnership Agreement is amending
redesignating subparagraph (4) as subparagraph (5) and inserting the following
new subparagraph (4):

                     (4)    Fourth, to the holders of Partnership Interests that
                            are entitled to any preference in distribution upon
                            liquidation in accordance with the rights of any
                            such class or series of Partnership Interests (and,
                            within each such class or series, to each holder
                            thereof pro rata based on the proportion of the
                            total number of outstanding units of such class or
                            series represented by such holder's units of such
                            series or class) and

              5.     Exhibit A to the Partnership Agreement is hereby amended by
replacing such Exhibit A with "EXHIBIT A" attached to this Amendment and, upon
execution of this Amendment, each of the Persons listed on "EXHIBIT A" to this
Amendment and identified as a Beacon Partner (a "Beacon Partner") shall be
admitted, effective as of the effective time of this Amendment, as an Additional
Limited Partner in accordance with Section 12.2 of the Partnership Agreement
holding the Partnership Units and Percentage Interests set forth opposite such



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<PAGE>   113

Person's name on EXHIBIT A attached to this Amendment. By executing this
Amendment, each Beacon Partner hereby agrees to become a party to the
Partnership Agreement and to be bound by all of the terms, conditions and
provisions of the Partnership Agreement, including but not limited to the power
of attorney set forth in Section 15.11 of the Partnership Agreement, provided,
however, that, notwithstanding any provision of the Partnership Agreement to the
contrary or any provision of the partnership agreement of Beacon Partnership or
any agreement entered into in connection therewith, no Beacon Partner shall be
required to contribute to the Partnership any deficit or negative balance
existing in its capital account for the Beacon Partnership immediately prior to
the effective time of the Partnership Merger.

              6.    Except as modified herein, all terms and conditions of the
Partnership Agreement shall remain in full force and effect, which terms and
conditions the Managing General Partner hereby ratifies and confirms.

              7.    This Amendment is effective as of the effective time of the
Partnership Merger.





                                       7

<PAGE>   114



              IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the date first set forth above.


                                        EQUITY OFFICE PROPERTIES TRUST, a
                                        Maryland real estate investment trust,
                                        as Managing General Partner of EOP
                                        Operating Limited Partnership and on
                                        behalf of existing Limited Partners.


                                        By: /s/ Stanley M. Stevens
                                            ------------------------------------

                                        Name: Stanley M. Stevens
                                              ----------------------------------

                                        Title: Executive Vice President and
                                               Chief Legal Counsel


                                        ZELL/MERRILL LYNCH REAL ESTATE
                                        OPPORTUNITY PARTNERS LIMITED
                                        PARTNERSHIP II, General Partner

                                        By: Equity Office Properties Trust, its
                                            managing general partner

                                            By: /s/ Stanley M. Stevens
                                                --------------------------------

                                            Name: Stanley M. Stevens
                                                  ------------------------------

                                            Title: Executive Vice President and
                                                   Chief Legal Counsel





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