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                                                                       Exhibit D

                           GOLF TRUST OF AMERICA, L.P.

                             Articles of Designation
                   Classifying and Designating 10,169 Units of

                   8.29% SERIES B LIMITED PARTNERSHIP INTEREST

                                  May 11, 1999



         SECTION 1. Number of Units and Designation. This series of preferred
partnership interest shall be designated as the 8.29% Series B Preferred
Partnership Interest (the "Series B Preferred Units") and the number of units of
8.29% Series B Preferred Partnership Interest which shall initially constitute
such series shall be 10,169 units.

         SECTION 2. Definitions. For purposes of the Series B Preferred Units,
the following terms shall have the meanings indicated:

         "AMEX" shall mean the American Stock Exchange.

         "Asset Disposition" shall mean a sale, transfer or capital lease (as
determined in accordance with GAAP) of all or substantially all of the assets of
the Partnership to a Person that is not an affiliate of the Corporation or the
Operating Partnership.

         "Articles of Designation" shall mean these provisions in Exhibit D to
the Partnership Agreement recording the preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications, and terms and conditions of redemption and other terms and
conditions of the Series B Preferred Units.

         "Board of Directors" shall mean the Board of Directors of the General
Partner or any committee authorized by such Board of Directors to perform any of
its responsibilities with respect to the Series B Preferred Units.

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.

         "Common Share" shall mean one share of the common stock of GTA.

         "Common Units" shall mean the common units of limited partnership
interest in the Partnership.


                         Exhibit D - Series B Preferred                 Page 1
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         "Constituent Person" shall have the meaning set forth in paragraph (e)
of Section 7 hereof.

         "Conversion Price" shall mean the conversion price per Common Share for
which each Series B Preferred Unit is convertible. The initial conversion price
shall be $29.01 (equivalent to a conversion rate of 1.0 Common Units for each
Series B Preferred Unit).

         "Corporation" means Golf Trust of America, Inc., a Maryland
Corporation.

         "Current Market Price" shall mean, on any date specified herein, the
average of the Market Price during the period of the most recent twenty
consecutive trading days ending on such date.

         "Distribution Payment Date" shall mean, with respect to each
Distribution Period, the 15th calendar day of January, April, July and October,
in each year, commencing on July 15, 1999; provided, however, that if any
Distribution Payment Date falls on any day other than a Business Day, the
distribution payment due on such Distribution Payment Date shall be paid on the
first Business Day immediately following such Distribution Payment Date.

         "Distribution Periods" shall mean quarterly distribution periods
commencing on January 1, April 1, July 1 and October 1 of each year and ending
on and including the day preceding the first day of the next succeeding
Distribution Period (other than the initial Distribution Period, which shall
commence on the Issue Date and end on and include June 30, 1999).

         "GAAP" shall mean generally acceptable accounting practices,
consistently applied.

         "Issue Date" shall mean the first date on which any Series B Preferred
Units are issued and sold.

         "Junior Units" shall have the meaning set forth in paragraph (c) of
Section 9 hereof.

         "Liquidation" shall mean a liquidation, dissolution or winding up of
the Corporation or the Partnership, whether voluntary or involuntary.

         "Liquidation Event" shall mean (A) a Liquidation, or (B) an Asset
Disposition.

         "Liquidation Preference" shall have the meaning set forth in paragraph
(a) of Section 4 hereof.

         "Market Price" shall mean, with respect to the Common Shares on any
date, the last reported sales price, regular way on such day, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way on such day, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the American Stock Exchange ("AMEX") or, if the Common
Shares are not listed or admitted for trading on AMEX, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Common Shares
are listed or admitted for trading or, if the Common Shares are not listed or
admitted for trading on any national securities exchange, the last quoted price,
or if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the NASD Automated Quotation System or,
if such system is no longer in use, the principal other automated quotation
system that may then be in use, or if the Common Shares are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker regularly making a market in the Common Shares
selected for such purpose by the Board of Directors or, if there is no such
professional market maker, such amount as an independent investment banking firm
selected by the Board of Directors determines to be the value of a Common Share.


                         Exhibit D - Series B Preferred                 Page 2

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         "Partnership" shall mean Golf Trust of America, L.P., a Delaware
limited partnership.

         "Partnership Agreement" shall mean the First Amended and Restated
Agreement of Limited Partnership of the Operating Partnership, dated February
12, 1997, as amended.

         "Parity Units" shall have the meaning set forth in paragraph (b) of
Section 9 hereof.

         "Person" shall mean any individual, firm, partnership, Corporation,
limited liability company or other entity, and shall include any successor (by
merger or otherwise) of such entity.

         "Preferred Units" shall mean the Series B Preferred Units of limited
partnership interest in the Partnership in number and with rights and
preferences identical to the Series B Preferred Units.

         "Senior Units" shall have the meaning set forth in paragraph (a) of
Section 9 hereof.

         "Series B Preferred Unit" shall have the meaning set forth in Section 1
hereof.

         "Set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to a
declaration of a distribution or other distribution by the Board of Directors,
the allocation of funds to be so paid on any series or class of units of
partnership interest of the Partnership; provided, however, that if any funds
for any class or series of Junior Units or any class or series of Parity Units
are placed in a separate account of the Partnership or delivered to a
disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Series B Preferred Units shall mean placing such funds in a
separate account or delivering such funds to a disbursing, paying or other
similar agent.

         "Trading Day" shall mean any day on which the securities in question
are traded on the AMEX, or if such securities are not listed or admitted for
trading on the AMEX, on the principal national securities exchange on which such
securities are listed or admitted, or if not listed or admitted for trading on
any national securities exchange, on the Nasdaq National Market, or if such
securities are not quoted on such Nasdaq National Market, in the applicable
securities market in which the securities are traded.

         "Transaction" shall have the meaning set forth in paragraph (e) of
Section 7 hereof.

         SECTION 3. Distributions.

                  (a) The holders of the Series B Preferred Units shall be
entitled to receive, when, as and if authorized and declared by the General
Partner out of funds legally available for that purpose, distributions payable
in cash at the rate per annum equal to the greater of (i) $2.40 per Series B
Preferred Unit or (ii) an amount per Series B Preferred Unit equal to the
aggregate annual amount of cash distributions paid or payable, if any, with
respect to that number of Common Units, or portion thereof, into which each
Series B Preferred Unit is then convertible, in accordance with the terms of
these Articles of Designation (such greater amount, the "Annual Distribution
Rate"). The amount referred in clause (ii) of this subparagraph (a) with respect
to each Distribution Period shall be determined as of the applicable
Distribution Payment Date by multiplying the number of Common Units, or portion
thereof calculated to the fourth decimal point, into which a Series B Preferred
Unit would be convertible at the opening of business on such Distribution
Payment Date (based on the Conversion Price then in effect) by the quarterly
cash distribution payable or paid for such Distribution Period in respect of a
Common Unit outstanding as of the record date for the payment of distributions
on the Common Units with respect to such Distribution Period and multiplying
such product by four. Such distributions shall be cumulative from the Issue
Date, whether or not in any Distribution Period or Periods there shall be funds
of the Partnership legally available for the payment of such distributions and
shall be payable quarterly, when, as and if authorized and declared by the Board
of Directors, in arrears on Distribution Payment Dates, commencing on the first
Distribution Payment Date after the Issue Date. Each such distribution shall be
payable in arrears to the holders of record of the Series B Preferred Units, as
they appear on the records of the Partnership at the close of business on each
record date which shall not be more than 30 days preceding the applicable
Distribution Payment Date (the "Distribution Payment Record Date"), as shall be
fixed by the Board of Directors. Accrued and unpaid distributions for any past
Distribution Periods may be authorized and declared and paid at any time,
without reference to any regular Distribution Payment Date, to holders of record
on such date, which shall not be more than 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors. The amount of accrued and
unpaid distributions on any Series B Preferred Unit at any date shall be the
amount of any distributions accumulated to and including such date, whether or
not earned or declared, which have not been paid in cash or set aside for
payment. Accumulated and unpaid distributions will not bear interest.

                         Exhibit D - Series B Preferred                 Page 3
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                  (b) The amount of distributions payable for each full
Distribution Period for the Series B Preferred Units shall be computed by
dividing the Annual Distribution Rate by four. The amount of distributions
payable for the initial Distribution Period, or any other period shorter or
longer than a full Distribution Period, on the Series B Preferred Units shall be
computed on the basis of twelve 30-day months and a 360-day year. Holders of
Series B Preferred Units shall not be entitled to any distributions, whether
payable in cash, property or stock, in excess of cumulative distributions, as
herein provided, on the Series B Preferred Units, plus any other amounts
provided in these Articles of Designation.

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


                         Exhibit D - Series B Preferred                 Page 4

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                  (c) So long as any Series B Preferred Units are outstanding,
no distributions (other than distributions or distributions paid solely in Units
of, or options, warrants or rights to subscribe for or purchase Units of, Junior
Units) shall be authorized and declared or paid or set apart for payment or
other distribution authorized and declared or made upon Junior Units, nor shall
any Junior Units be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of Common Units made in connection
with an employee incentive or benefit plan of GTA or any subsidiary or pursuant
to the Redemption Right referred to in Section 8.05 of the Partnership
Agreement), for any consideration (or any moneys to be paid to or made available
for a sinking fund for the redemption of any such Units by the Partnership,
directly or indirectly (except by conversion into or exchange for Junior Units),
unless in each case (i) the full cumulative distributions on all outstanding
Series B Preferred Units and any other Parity Units of the Partnership shall
have been paid or set apart for payment for all past Distribution Periods with
respect to the Series B Preferred Units and all past distribution periods with
respect to such Parity Units and (ii) sufficient funds shall have been paid or
set apart for the payment of the distribution for the current Distribution
Period with respect to the Series B Preferred Units and any Parity Units.

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


         SECTION 3. Liquidation Preference.

                  (a) In the event of any Liquidation Event, before any payment
or distribution of the assets of the Partnership (whether capital or surplus)
shall be made to or set apart for the holders of Junior Units, the holders of
Series B Preferred Units shall be entitled to receive a liquidation preference
which is an amount equal to the greater of (i) Twenty-Nine Dollars and One Cent
($29.01) per Series B Preferred Unit plus distributions (whether or not earned
or declared) accrued and unpaid thereon to the date of final distribution to
such holder (the "Liquidation Preference") or (ii) an amount per Series B
Preferred Unit equal to the amount which would have been payable on the Common
Units, or portion thereof, into which one Series B Preferred Unit is then
convertible had each Series B Preferred Unit been converted into Common Units
immediately prior to such Liquidation Event. The foregoing amounts shall be
subject to equitable adjustment whenever there shall occur a stock distribution,
stock split, combination, reorganization, recapitalization, reclassification or
other similar event involving a change in the capital structure of the Series B
Preferred Units. Until the holders of the Series B Preferred Units have been
paid in full the amounts owed pursuant to this Section 4(a), no payment will be
made to any holder of Junior Units upon a Liquidation Event. If, upon any such
Liquidation Event, the assets of the Partnership, or proceeds thereof,
distributable among the holders of Series B Preferred Units shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other Units of any class or series of Parity Units, then such
assets, or the proceeds thereof, shall be distributed among the holders of such
Series B Preferred Units and such other Parity Units ratably in accordance with
the amounts that would be payable on such Series B Preferred Units and such
other Parity Units if all amounts payable thereon were paid in full.


                         Exhibit D - Series B Preferred                 Page 5

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                  (b) Subject to the rights of the holders of any Parity Units,
upon any Liquidation Event of the Partnership, after payment shall have been
made in full to the holders of Series B Preferred Units and any Parity Units, as
provided in this Section 4, any other series or class or classes of Junior Units
shall, subject to the respective terms thereof, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Series B
Preferred Units and any Parity Units shall not be entitled to share therein.

         SECTION 5. Mandatory Redemption. Upon the occurrence of a Liquidation,
the Partnership will automatically redeem for cash all, and not less than all,
of the outstanding shares of Series B Preferred Units at a price per Series B
Preferred Unit equal to the Liquidation Preference. In order to effect the
mandatory redemption, the Partnership will deliver written notice to all holders
of Series B Preferred Units (the "Mandatory Redemption Notice"), such notice not
be delivered later than 60 days prior to the Liquidation, setting forth the date
of the intended redemption and the Liquidation Preference amount.

         SECTION 6. Reacquired Units to be Retired. All Series B Preferred Units
which shall have been issued and reacquired in any manner by the Partnership
(including any Series B Preferred Units surrendered upon conversion as described
in Section 7) shall be retired and cancelled.

         SECTION 7. Conversion. Holders of Series B Preferred Units shall have
the right to convert all or a portion of such shares into Common Units, as
follows:

                  (a) Subject to and upon compliance with the provisions of this
Section 7, a holder of Series B Preferred Units shall have the right, at such
holder's option, at any time and from time to time, to convert such shares into
the number of fully paid and non-assessable Common Units obtained by dividing
the aggregate Liquidation Preference (excluding, for this purpose only, any
dividends accrued in respect of the then-current Distribution Period) of such
Series B Preferred Units by the Conversion Price (as in effect at the time and
on the date provided for in the last paragraph of paragraph (b) of this Section
7) by surrendering such Series B Preferred Units to be converted, such surrender
to be made in the manner provided in paragraph (b) of this Section 7; provided,
however, that the right to convert Series B Preferred Units called for
redemption pursuant to Section 5 hereof shall terminate at the close of business
on the Redemption Date fixed for such redemption, unless the Partnership shall
default in making payment of any cash payable upon such redemption under Section
5 hereof.

                  (b) In order to exercise the conversion right, the holder of
each Series B Preferred Unit to be converted shall provide written notice to the
Partnership that the holder thereof elects to convert such Series B Preferred
Units. Unless the Common Units issuable on conversion are to be issued in the
same name as the name in which such Series B Preferred Units are registered,
each share surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Partnership, duly executed by the holder
or such holder's duly authorized attorney and an amount sufficient to pay any
transfer or similar tax (or evidence reasonably satisfactory to the Partnership
demonstrating that such taxes have been paid).


                         Exhibit D - Series B Preferred                 Page 6

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                  Holders of Series B Preferred Units at the close of business
on any Distribution Payment Record Date shall be entitled to receive the
dividend payable on such shares on the corresponding Distribution Payment Date
notwithstanding the conversion thereof following such Distribution Payment
Record Date and prior to such Distribution Payment Date. A holder of Series B
Preferred Units on a Distribution Payment Record Date who (or whose transferee)
tenders any such shares for conversion into Common Units on such Distribution
Payment Date will receive the distribution payable by the Partnership on such
Series B Preferred Units on such date.

                  As promptly as practicable, the Partnership shall issue and
shall deliver at such office to such holder, or send on such holder's written
order, a confirmation of the number of full Common Units issuable upon the
conversion of such Series B Preferred Units in accordance with the provisions of
this Section 7, and any fractional interest in respect of a Common Unit arising
upon such conversion shall be settled as provided in paragraph (c) of this
Section 7.

                  Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which notice is
received by the Partnership as aforesaid, and the Person or Persons in whose
name or names any certificate or certificates for Common Units shall be issuable
upon such conversion shall be deemed to have become the holder or holders of
record of the Common Units represented thereby at such time on such date, and
such conversion shall be at the Conversion Price in effect at such time and on
such date unless the stock transfer books of the Partnership shall be closed on
that date, in which event such Person or Persons shall be deemed to have become
such holder or holders of record at the close of business on the next succeeding
day on which such stock transfer books are open, but such conversion shall be at
the Conversion Price in effect on the date on which such Series B Preferred
Units shall have been surrendered and such notice received by the Partnership.
If the Distribution Payment Record Date for the Series B Preferred and Common
Units do not coincide, and the preceding sentence does not operate to ensure
that a holder of Series B Preferred Units whose shares are converted into Common
Units does not receive dividends on both the Series B Preferred Units and the
Common Units into which such shares are converted for the same Distribution
Period, then notwithstanding anything herein to the contrary, it is the intent
of this paragraph that, and the transfer agent is authorized to ensure that, no
conversion after the earlier of such record dates will be accepted until after
the latter of such record dates.

                  (c) No fractional shares or scrip representing fractions of
Common Units shall be issued upon conversion of the Series B Preferred Units.
Instead of any fractional interest in a Common Share that would otherwise be
deliverable upon the conversion of a Series B Preferred Shares, the Partnership
shall pay to the holder of such Series B Preferred Shares an amount in cash
based upon the Current Market Price of Common Share on the Trading Day
immediately preceding the date of conversion. If more than one Series B
Preferred Shares shall be surrendered for conversion at one time by the same
holder, the number of full Common Units issuable upon conversion thereof shall
be computed on the basis of the aggregate number of Series B Preferred Units so
surrendered.


                         Exhibit D - Series B Preferred                 Page 7

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                  (d) The Conversion Price shall be adjusted from time to time
as follows:

                           (i) If the Partnership shall after the Issue Date (A)
pay a dividend or make a distribution on its shares of capital stock in Common
Units, (B) subdivide its outstanding Common Units into a greater number of
shares, (C) combine its outstanding Common Units into a smaller number of shares
or (D) issue any shares of capital stock by reclassification of its Common
Units, the Conversion Price in effect at the opening of business on the day
following the date fixed for the determination of shareholders entitled to
receive such dividend or distribution or at the opening of business on the day
following the day on which such subdivision, combination or reclassification
becomes effective, as the case may be, shall be adjusted so that the holder of
any Series B Preferred Units thereafter surrendered for conversion shall be
entitled to receive the number of Common Units that such holder would have owned
or have been entitled to receive after the happening of any of the events
described above, had such Series B Preferred Units been converted immediately
prior to the record date in the case of a dividend or distribution or the
effective date in the case of a subdivision, combination or reclassification. An
adjustment made pursuant to this subparagraph (i) shall become effective
immediately upon the opening of business on the day next following the record
date (subject to paragraph (h) below) in the case of a dividend or distribution
and shall become effective immediately upon the opening of business on the day
next following the effective date in the case of a subdivision, combination or
reclassification.

                           (ii) Notwithstanding anything else contained herein,
if the Partnership shall issue, after the Issue Date, rights, options or
warrants to all holders of Common Units entitling them (for a period expiring
within 45 days after the record date mentioned below in this subparagraph (ii))
to subscribe for or purchase Common Units at a price per share less than the
Market Price per Common Share on the record date for the determination of
stockholders entitled to receive such rights, options or warrants, then the
Conversion Price in effect at the opening of business on the day next following
such record date shall be adjusted to equal the price determined by multiplying
(A) the Conversion Price in effect immediately prior to the opening of business
on the day following the date fixed for such determination by (B) a fraction,
the numerator of which shall be the sum of (I) the number of Common Units
outstanding on the close of business on the date fixed for such determination
and (II) the number of Common Units that the aggregate proceeds to the
Partnership from the exercise of such rights, options or warrants for Common
Units would purchase at such Market Price, and the denominator of which shall be
the sum of (I) the number of Common Units outstanding on the close of business
on the date fixed for such determination and (II) the number of additional
Common Units offered for subscription or purchase pursuant to such rights,
options or warrants. Such adjustment shall become effective immediately upon the
opening of business on the day next following such record date (subject to
paragraph (h) below). In determining whether any rights, options or warrants
entitle the holders of Common Units to subscribe for or purchase Common Units at
less than such Market Price, there shall be taken into account any consideration
received by the Partnership upon issuance and upon exercise of such rights,
options or warrants, the value of such consideration, if other than cash, to be
determined in good faith by the Board of Directors, whose determination shall be
conclusive.


                         Exhibit D - Series B Preferred                 Page 8
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                           (iii) If the Corporation shall distribute to all
holders of its Common Shares any shares of capital stock of the Corporation
(other than Common Shares) or evidence of its indebtedness or assets (excluding
cash dividends or distributions paid out of assets based upon a fair valuation
of the assets, in excess of the sum of the liabilities of the Corporation and
the amount of stated capital attributable to Common Shares, determined on the
basis of the most recent annual consolidated cost basis and current value basis
and quarterly consolidated balance sheets of the Corporation and its
consolidated subsidiaries available at the time of the declaration of the
dividend or distribution) or rights or warrants to subscribe for or purchase any
of its securities (excluding those rights and warrants issued to all holders of
Common Shares entitling them for a period expiring within 45 days after the
record date referred to in subparagraph (ii) above to subscribe for or purchase
Common Shares, which rights and warrants are referred to in and treated under
subparagraph (ii) above) (any of the foregoing being hereinafter in this
subparagraph (iii) called the "Securities"), then in each case the Conversion
Price shall be adjusted so that it shall equal the price determined by
multiplying (A) the Conversion Price in effect immediately prior to the close of
business on the date fixed for the determination of shareholders entitled to
receive such distribution by (B) a fraction, the numerator of which shall be the
Market Price per Common Share on the record date mentioned below less the then
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive) of the portion of the shares of capital stock or assets or
evidences of indebtedness so distributed or of such rights or warrants
applicable to one Common Share, and the denominator of which shall be the
Current Market Price per Common Share on the record date mentioned below. Such
adjustment shall become effective immediately upon the opening of business on
the day next following (subject to paragraph (h) below) the record date for the
determination of stockholders entitled to receive such distribution. For the
purposes of this subparagraph (iii), the distribution of a Security, which is
distributed not only to the holders of the Common Shares on the date fixed for
the determination of shareholders entitled to such distribution of such
Security, but also is required to be distributed with each Common Share
delivered to a Person converting a Series B Preferred Share after such
determination date, shall not require an adjustment of the Conversion Price
pursuant to this subparagraph (iii); provided that on the date, if any, on which
a person converting a Series B Preferred Share would no longer be entitled to
receive such Security with a Common Share (other than as a result of the
termination of all such Securities), a distribution of such Securities shall be
deemed to have occurred, and the Conversion Price shall be adjusted as provided
in this subparagraph (iii) (and such day shall be deemed to be "the date fixed
for the determination of the shareholders entitled to receive such distribution"
and "the record date" within the meaning of the two preceding sentences).

         The occurrence of a distribution or the occurrence of any other event
as a result of which holders of Series B Preferred Shares shall not be entitled
to receive rights, including exchange rights (the "Rights"), pursuant to any
shareholders protective rights agreement (the "Agreement") that may be adopted
by the Corporation as if such holders had converted such shares into Common
Shares immediately prior to the occurrence of such distribution or event shall
not be deemed a distribution of Securities for the purposes of any Conversion
Price adjustment pursuant to this subparagraph (iii) or otherwise give rise to
any Conversion Price adjustment pursuant to this Section 7; provided, however,
that in lieu of any adjustment to the Conversion Price as a result of any such a
distribution or occurrence, the Corporation shall make provision so that Rights,
to the extent issuable at the time of conversion of any Series B Preferred
Shares into Common Shares, shall issue and attach to such Common Shares then
issued upon conversion in the amount and manner and to the extent and as
provided in the Agreement in respect of issuances at the time of Common Shares
other than upon conversion.


                         Exhibit D - Series B Preferred                 Page 9

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                           (iv) No adjustment in the Conversion Price shall be
required unless such adjustment would require a cumulative increase or decrease
of at least 1% in such price; provided, however, that any adjustments that by
reason of this subparagraph (iv) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment until made; and
provided, further, that any adjustment shall be required and made in accordance
with the provisions of this Section 7 (other than this subparagraph (iv)) not
later than such time as may be required in order to preserve the tax-free nature
of a distribution to the holders of Common Shares. Notwithstanding any other
provisions of this Section 7, the Corporation shall not be required to make any
adjustment of the Conversion Price for the issuance of any Common Shares
pursuant to any plan providing for the reinvestment of dividends or interest
payable on securities of the Corporation and the investment of additional
optional amounts in Common Shares under such plan. All calculations under this
Section 7 shall be made to the nearest cent (with $.005 being rounded upward) or
to the nearest one-tenth of a share (with .05 of a share being rounded upward),
as the case may be. Anything in this paragraph (d) to the contrary
notwithstanding, the Corporation shall be entitled, to the extent permitted by
law, to make such reductions in the Conversion Price, in addition to those
required by this paragraph (d), as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivision of shares,
reclassification or combination of shares, distribution of rights, options or
warrants to purchase stock or securities, or a distribution of other assets
(other than cash dividends) hereafter made by the Corporation to its
shareholders shall not be taxable.

                  (e) If the Partnership shall be a party to any transaction
(including without limitation a merger, consolidation, partnership interest
exchange, self tender offer for all or substantially all Common Units
outstanding, sale of all or substantially all of the Partnership's assets or
recapitalization of the Common Units (each of the foregoing being referred to
herein as a "Transaction"), in each case as a result of which Common Units shall
be converted into the right to receive stock, securities or other property
(including cash or any combination thereof), each Series B Preferred Unit that
is not redeemed or converted into the right to receive stock, securities or
other property in connection with such Transaction shall thereafter be
convertible into the kind and amount of Units of stock, securities and other
property (including cash or any combination thereof) receivable upon the
consummation of such Transaction by a holder of that number of Common Units into
which one Series B Preferred Unit was convertible immediately prior to such
Transaction, assuming such holder of Common Units (i) is not a Person with which
the Partnership consolidated or into which the Partnership merged or which
merged into the Partnership or to which such sale or transfer was made, as the
case may be (a "Constituent Person"), or an affiliate of a Constituent Person
and (ii) failed to exercise his or her rights of the election, if any, as to the
kind or amount of stock, securities and other property (including cash)
receivable upon such Transaction (provided that if the kind or amount of stock,
securities and other property (including cash) receivable upon such Transaction
is not the same for each Common Unit of the Partnership held immediately prior
to such Transaction by other than a Constituent Person or an affiliate thereof
and in respect of which such rights of election shall not have been exercised
("Non-Electing Unit"), then for the purpose of this paragraph (d) the kind and
amount of stock, securities and other property (including cash) receivable upon
such Transaction by each Non-Electing Unit shall be deemed to be the kind and
amount so receivable per Unit by a plurality of the Non-Electing Units). The
Partnership shall not be a party to any Transaction unless the terms of such
Transaction are consistent with the provisions of this paragraph (c), and it
shall not consent or agree to the occurrence of any Transaction until the
Partnership has entered into an agreement with the successor or purchasing
entity, as the case may be, for the benefit of the holders of the Series B
Preferred Units that will contain provisions enabling the holders of the Series
B Preferred Units that remain outstanding after such Transaction to convert
their Series B Preferred Units into the consideration received by holders of
Common Units at the Conversion Price in effect under the Articles of Designation
immediately prior to such Transaction. The provisions of this paragraph (e)
shall similarly apply to successive Transactions.


                         Exhibit D - Series B Preferred                 Page 10
<PAGE>

                  (f) The Partnership covenants that any Common Units issued
upon conversion of the Series B Preferred Units shall be validly issued and
fully paid.

                  (g) Prior to the delivery of any securities that the
Partnership shall be obligated to deliver upon conversion of the Series B
Preferred Units, the Partnership shall comply with all federal and state laws
and regulations thereunder requiring the registration of such securities with,
or any approval or consent to the delivery thereof, by any governmental
authority.

                  (h) The Partnership shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
Common Units or other securities or property on conversion of the Series B
Preferred Units pursuant hereto; provided, however, that the Partnership shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the issue or delivery of any Common Units or other securities or
property in a name other than that of the holder of the Series B Preferred Units
to be converted, and no such issue or delivery shall be made unless and until
the person requesting such issue or delivery has paid to the Partnership the
amount of any such tax or established, to the reasonable satisfaction of the
Partnership, that such tax has been paid.

                  (i) In any case in which paragraph (d) of this Section 7
provides that an adjustment shall become effective on the day next following the
record date for an event, the Partnership may defer until the occurrence of such
event (A) issuing to the holder of any Series B Preferred Share converted after
such record date and before the occurrence of such event the additional Common
Units issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Units issuable upon such conversion before
giving effect to such adjustment and (B) paying to such holder any amount of
cash in lieu of any fraction pursuant to paragraph (c) of this Section 7.

                  (j) There shall be no adjustment of the Conversion Price in
case of the issuance of any shares of capital stock of the Partnership in a
reorganization, acquisition or other similar transaction except as specifically
set forth in this Section 7. If any action or transaction would require
adjustment of the Conversion Price pursuant to more than one paragraph of this
Section 7, only one adjustment shall be made, and such adjustment shall be the
amount of adjustment that has the highest absolute value.

                  (k) If the Partnership shall take any action affecting the
Common Units, other than action described in this Section 7, that in the opinion
of the Board of Directors would materially adversely affect the conversion
rights of the holders of the Series B Preferred Shares, the Conversion Price for
the Series B Preferred Shares may be adjusted, to the extent permitted by law,
in such manner, if any, and at such time, as the Board of Directors, in its sole
discretion, may determine to be equitable in the circumstances.


                         Exhibit D - Series B Preferred                 Page 11
<PAGE>

SECTION 8. Permissible Distributions. In determining whether a distribution
(other than upon liquidation, dissolution or winding up), whether by
distribution, or upon redemption or other acquisition of Units or otherwise, is
permitted under Delaware law, amounts that would be needed, if the Partnership
were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of holders of Units of any class or series
of capital stock whose preferential rights upon dissolution are superior or
prior to those receiving the distribution shall not be added to the
Partnership's total liabilities.


         SECTION 9. Ranking. Any class or series of partnership interests of the
Partnership shall be deemed to rank:

                  (a) prior to the Series B Preferred Units, as to the payment
of distributions and as to distribution of assets upon liquidation, dissolution
or winding up, if the holders of such class or series shall be entitled to the
receipt of distributions or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to the
holders of Series B Preferred Units ("Senior Units");

                  (b) on a parity with the Series B Preferred Units, as to the
payment of distributions and as to the distribution of assets upon liquidation,
dissolution or winding up, whether or not the distribution rates, distribution
payment dates or redemption or liquidation prices per Unit thereof be different
from those of the Series B Preferred Units, if the holders of such class of
stock or series and the Series B Preferred Units shall be entitled to the
receipt of distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of accrued
and unpaid distributions per Unit or liquidation preferences, without preference
or priority one over the other ("Parity Units"); and

                  (c) junior to the Series B Preferred Units, as to the payment
of distributions or as to the distribution of assets upon liquidation,
dissolution or winding up, if such stock or series shall be Common Units or
Class B Limited Partnership Interests or if the holders of Series B Preferred
Units shall be entitled to receipt of distributions or of amounts distributable
upon liquidation, dissolution or winding up, as the case may be, in preference
or priority to the holders of units of such class series of partnership
interest, and such class or series shall not in either case rank prior to the
Series B Preferred Units ("Junior Units").

         SECTION 10. Voting.

                  (a) Other than as required by law or paragraph (b) and (c) of
this Section 10, the Series B Preferred Units shall not have any voting rights
or powers, and the consent of the holders thereof shall not be required for the
taking of any partnership action.


                         Exhibit D - Series B Preferred                 Page 12
<PAGE>

                  (b) So long as any Series B Preferred Units are outstanding,
in addition to any other vote or consent of Unitholders required by the
Partnership Agreement, the affirmative vote of at least 66-2/3% of the votes
entitled to be cast by the holders of Series B Preferred Units, at the time
outstanding, voting as a single class, given in person or by proxy, either in
writing without a meeting or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any amendment, alteration of or
repeal of the Partnership Agreement materially and adversely affecting, directly
or indirectly, the terms and conditions of, or the rights or preferences of the
Preferred Units; provided, however, that (A) the amendment or supplement of the
provisions of the Partnership Agreement so as to authorize or create, or to
increase the authorized amount of, any Junior Units or any Parity Units shall
not be deemed to adversely affect Series B Preferred Units, and (B) any
amendment, alteration of or repeal of the Partnership Agreement in connection
with a merger or consolidation of GTA or the Partnership or the sale of all or
substantially all of the assets of the Partnership shall not be deemed to
adversely affect the Series B Preferred Units so long as (1) the Partnership is
the surviving entity and the Series B Preferred Units remains outstanding with
the terms thereof materially unchanged or (2) the Series B Preferred Units are
exchanged for a security of the resulting, surviving or transferee entity having
substantially the same terms and rights as the Series B Preferred Stock,
including with respect to distributions, voting rights and rights upon
liquidation, dissolution or winding-up.

                  (c) So long as any Series B Preferred Units are outstanding,
in addition to any other vote or consent of Unitholders required by the
Partnership Agreement, the affirmative vote of 100% of the votes entitled to be
cast by the holders of Series B Preferred Units, at the time outstanding, voting
as a single class, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be necessary for
effecting or validating the authorization or creation of, or the issuance of,
any Senior Units.

                  (d) The foregoing voting provisions shall not apply if, at or
prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding Series B Preferred Units shall
have been redeemed or called for redemption upon proper notice and sufficient
funds shall have been deposited in trust to effect such redemption.

                  (e) Except as otherwise required by law or provided herein or
elsewhere in the Partnership Agreement, the holders of Series B Preferred Units
shall not be entitled to receive any notice of any proceedings of the Company or
the Partnership.

                  For purposes of the foregoing provisions of this Section 10,
each Series B Preferred Unit shall have one (1) vote per Unit.

         SECTION 11. Record Holders. The Partnership may deem and treat the
record holder of any Series B Preferred Units as the true and lawful owner
thereof for all purposes, and the Partnership shall not be affected by any
notice to the contrary.

         SECTION 12. Effective Date. These Articles of Designation shall be
effective as of May 11, 1999.


                         Exhibit D - Series B Preferred                 Page 12