<PAGE>

                                                                    Exhibit 4.17

                               SEVENTH AMENDMENT

                                      TO

                          SECOND AMENDED AND RESTATED

                       AGREEMENT OF LIMITED PARTNERSHIP

                                      OF

                       CABOT INDUSTRIAL PROPERTIES, L.P.

     THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP (this "Amendment") dated as of May 25, 2000, is entered into by
CABOT INDUSTRIAL TRUST, a Maryland real estate investment trust, as general
partner (the "General Partner") of CABOT INDUSTRIAL PROPERTIES, L.P. (the
"Partnership"), for itself and on behalf of the limited partners of the
Partnership, and GOLDMAN SACHS 2000 EXCHANGE PLACE FUND, L.P., a Delaware
limited partnership ("Contributor").

     WHEREAS, Section 4.2(a) of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement") authorizes
the General Partner to cause the Partnership to issue additional Partnership
Units in one or more classes or series, with such designations, preferences and
relative, participating, optional or other special rights, powers and duties as
shall be determined by the General Partner, subject to the provisions of such
section; and

     WHEREAS, pursuant to the authority granted to the General Partner pursuant
to Sections 4.2(a) and 14.1(b) of the Partnership Agreement, the General Partner
desires to amend the Partnership Agreement (i) to establish a new class of
Partnership Units, the Series H Preferred Units (as hereinafter defined), and to
set forth the designations, rights, powers, preferences and duties of such
Series H Preferred Units, (ii) to issue the Series H Preferred Units to
Contributor and admit Contributor as an Additional Limited Partner and (iii) to
make certain other changes to the Partnership Agreement.

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

          Section 1. Definitions. For purposes of this Amendment, the term
                     -----------
"Parity Preferred Units" shall be used to refer to any class or series of
 ----------------------
Partnership Interests of the Partnership now or hereafter authorized, issued or
outstanding expressly designated by the Partnership to rank on a parity with
Series H Preferred Units with respect to distributions and rights
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upon voluntary or involuntary liquidation, winding-up or dissolution of the
Partnership. The term "Priority Return" shall mean an amount equal to 8.95% per
                       ---------------
annum, determined on the basis of a 360 day year of twelve 30 day months,
cumulative to the extent not distributed for any given distribution period
pursuant to Section 5.1 of the Partnership Agreement, of the stated value of $25
per Series H Preferred Unit, commencing on the date of issuance of such Series H
Preferred Unit. The term "Subsidiary" shall mean with respect to any person, any
                          ----------
corporation, partnership, limited liability company, joint venture or other
entity of which a majority of(i) voting power of the voting equity securities or
(ii) the outstanding equity interests, is owned, directly or indirectly, by such
person. The term "PTP" shall mean a "publicly traded partnership" within the
                  ---
meaning of Section 7704 of the Code. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Partnership Agreement.

          Section 2. Designation and Number. A series of Partnership Units in
                     ----------------------
the Partnership designated as the "8.95% Series H Cumulative Redeemable
Preferred Units" (the "Series H Preferred Units") is hereby established. The
                       ------------------------
number of Series H Preferred Units shall be 1,400,000.

          Section 3. Distributions. (a) Payment of Distributions. Subject to the
                     -------------      ------------------------
rights of holders of Parity Preferred Units as to the payment of distributions,
pursuant to Section 5.1 of the Partnership Agreement, holders of Series H
Preferred Units shall be entitled to receive, when, as and if declared by the
Partnership acting through the General Partner, out of Available Cash,
cumulative preferential cash distributions at the rate per annum of 8.95% of the
original Capital Contribution per Series H Preferred Unit. Such distributions
shall be cumulative, shall accrue from the original date of issuance and will be
payable (i) quarterly in arrears, on March 31, June 30, September 30 and
December 31 of each year commencing on June 30, 2000 and, (ii), in the event of
(A) an exchange of Series H Preferred Units into Series H Preferred Shares (as
hereinafter defined), or (B) a redemption of Series H Preferred Units, on the
exchange date or redemption date, as applicable (each a "Preferred Unit
                                                         --------------
Distribution Payment Date"). The amount of the distribution payable for any
-------------------------
period will be computed on the basis of a 360-day year of twelve 30-day months
and for any period shorter than a full quarterly period for which distributions
are computed, the amount of the distribution payable will be computed on the
basis of the actual number of days elapsed in such period. If any date on which
distributions are to be made on the Series H Preferred Units is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. Distributions on the Series H Preferred Units
will be made to the holders of record of the Series H Preferred Units on the
relevant record dates to be fixed by the Partnership acting through the General
Partner, which record dates shall in no event exceed fifteen (15) Business Days
prior to the relevant Preferred Unit Distribution Payment Date (the "Preferred
                                                                     ---------
Unit Partnership Record Date").
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     The term "Business Day" shall mean each day other than a Saturday or a
Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulations or executive order to close.

          (b) Distributions Cumulative. Distributions on the Series H Preferred
              ------------------------
Units will accrue whether or not the terms and provisions of any agreement of
the Partnership, including any agreement relating to its indebtedness, at any
time prohibit the current payment of distributions, whether or not the
Partnership has earnings, whether or not there are funds legally available for
the payment of such distributions and whether or not such distributions are
authorized. Accrued but unpaid distributions on the Series H Preferred Units
will accumulate as of the Preferred Unit Distribution Payment Date on which they
first become payable. Distributions on account of arrears for any past
distribution periods may be declared and paid at any time, without reference to
a regular Preferred Unit Distribution Payment Date to holders of record of the
Series H Preferred Units on the record date fixed by the Partnership acting
through the General Partner, which date shall not exceed fifteen (15) Business
Days prior to the payment date. Accumulated and unpaid distributions will not
bear interest.

          (c) Priority as to Distributions. (i) So long as any Series H
              ----------------------------
Preferred Units are outstanding, no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or series of Partnership Interests of the Partnership ranking junior as to
the payment of distributions or rights upon a voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership to the Series H
Preferred Units (collectively, "Junior Units"), nor shall any cash or other
                                ------------
property be set aside for or applied to the purchase, redemption or other
acquisition for consideration of any Series H Preferred Units, any Parity
Preferred Units or any Junior Units, unless, in each case, all distributions
accumulated on all Series H Preferred Units and all classes and series of
outstanding Parity Preferred Units have been paid in full. The foregoing
sentence will not prohibit (a) distributions payable solely in Junior Units, (b)
the conversion of Junior Units or Parity Preferred Units into Partnership Units
ranking junior to the Series H Preferred Units as to distributions and upon
liquidation, winding-up or dissolution or (c) the redemption of Partnership
Interests corresponding to any Series H Preferred Shares (as hereinafter
defined), Parity Preferred Shares (as such term is defined in the Declaration of
Trust of the General Partner, as supplemented (the "Charter")), or Junior Shares
                                                    -------
(as such term is defined in the Charter) to be purchased by the General Partner
pursuant to Article 3 of the Charter to preserve the General Partner's status as
a real estate investment trust, provided that such redemption shall be upon the
same terms as the corresponding purchase pursuant to Article 3 of the Charter.


          (ii) So long as distributions have not been paid in full (or a sum
     sufficient for such full payment is not irrevocably deposited in trust for
     payment) upon the Series H Preferred Units, all distributions authorized
     and declared on the Series H Preferred Units and all

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     classes or series of outstanding Parity Preferred Units shall be authorized
     and declared so that the amount of distributions authorized and declared
     per Series H Preferred Unit and such other classes or series of Parity
     Preferred Units shall in all cases bear to each other the same ratio that
     accrued distributions per Series H Preferred Unit and such other classes or
     series of Parity Preferred Units (which shall not include any accumulation
     in respect of unpaid distributions for prior distribution periods if such
     class or series of Parity Preferred Units do not have cumulative
     distribution rights) bear to each other.


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

     Section 4. Liquidation Proceeds. (a) Upon voluntary or involuntary
                --------------------
liquidation, dissolution or winding-up of the Partnership, distributions on the
Series H Preferred Units shall be made in accordance with Section 13.2 of the
Partnership Agreement.

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

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

          (d) Consolidation, Merger or Certain Other Transactions. The voluntary
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sale, conveyance, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the General Partner to, or the consolidation or merger or other
business combination of the Partnership with or into, any corporation, trust,
partnership, limited liability company or other entity (or of any corporation,
trust, partnership, limited liability company or other entity with or into the
Partnership) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Partnership.

     Section 5. Optional Redemption. (a) Right of Optional Redemption. The
                -------------------      ----------------------------
Series H Preferred Units may not be redeemed prior to the fifth (5th)
anniversary of the issuance date. On or

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after such date, the Partnership shall have the right to redeem the Series H
Preferred Units, in whole or in part, at any time or from time to time, upon not
less than thirty (30) nor more than sixty (60) days' written notice, at a
redemption price, payable in cash, equal to the Capital Account balance of the
holders of Series H Preferred Units (the "Redemption Price"); provided, however,
                                          ----------------
that no redemption pursuant to this Section 5 will be permitted if the
Redemption Price does not equal or exceed the original Capital Contribution of
such holder plus the cumulative Priority Return, whether or not declared, to the
redemption date to the extent not previously distributed pursuant to Section
3(a). If fewer than all of the outstanding Series H Preferred Units are to be
redeemed, the Series H Preferred Units to be redeemed shall be selected pro rata
(as nearly as practicable without creating fractional units).

          (b) Limitation on Redemption. The Partnership may not redeem fewer
              ------------------------
than all of the outstanding Series H Preferred Units unless all accumulated and
unpaid distributions have been paid on all Series H Preferred Units for all
quarterly distribution periods terminating on or prior to the date of
redemption.

          (c) Procedures for Redemption. (i) Notice of redemption will be (A)
              -------------------------
faxed, and (B) mailed by the Partnership, by certified mail, postage prepaid,
not less than thirty (30) nor more than sixty (60) days prior to the redemption
date, addressed to the respective holders of record of the Series H Preferred
Units at their respective addresses as they appear on the records of the
Partnership. No failure to give or defect in such notice shall affect the
validity of the proceedings for the redemption of any Series H Preferred Units
except as to the holder to whom such notice was defective or not given. In
addition to any information required by law, each such notice shall state: (1)
the redemption date, (2) the Redemption Price, (3) the aggregate number of
Series H Preferred Units to be redeemed and if fewer than all of the outstanding
Series H Preferred Units are to be redeemed, the number of Series H Preferred
Units to be redeemed held by such holder, which number shall equal such holder's
pro rata share (based on the percentage of the aggregate number of outstanding
Series H Preferred Units the total number of Series H Preferred Units held by
such holder represents) of the aggregate number of Series H Preferred Units to
be redeemed, (4) the place or places where such Series H Preferred Units are to
be surrendered for payment of the Redemption Price, (5) that distributions on
the Series H Preferred Units to be redeemed will cease to accumulate on such
redemption date and (6) that payment of the Redemption Price will be made upon
presentation and surrender of such Series H Preferred Units.

          (ii) If the Partnership gives a notice of redemption in respect of
     Series H Preferred Units (which notice will be irrevocable) then, by 12:00
     noon, New York City time, on the redemption date, the Partnership will
     deposit irrevocably in trust for the benefit of the Series H Preferred
     Units being redeemed funds sufficient to pay the applicable Redemption
     Price and will give irrevocable instructions and authority to pay such
     Redemption Price to the holders of the Series H Preferred Units upon
     surrender of the Series H Preferred Units

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<PAGE>

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

     Section 6. Voting Rights. (a) General. Holders of the Series H Preferred
                -------------      -------
Units will not have any voting rights or right to consent to any matter
requiring the consent or approval of the Limited Partners, except as set forth
in the Partnership Agreement and except as set forth below. In the event of a
conflict between the terms of this Section 6 and any other terms of this
Amendment, the terms of this Section 6 shall control.

          (b) Certain Voting Rights. So long as any Series H Preferred Units
              ---------------------
remain outstanding, the Partnership shall not, without the affirmative vote of
the holders of at least two-thirds of the Series H Preferred Units outstanding
at the time (i) authorize or create, or increase the authorized or issued amount
of, any class or series of Partnership Interests senior to the Series H
Preferred Units with respect to payment of distributions or rights upon
liquidation, dissolution or winding-up of the Partnership or reclassify any
Partnership Interests of the Partnership into any such senior Partnership
Interests, or create, authorize or issue any obligations or security convertible
into or evidencing the right to purchase any such senior Partnership Interests,
(ii) authorize or create, or increase the authorized or issued amount of any
Parity Preferred Units or reclassify any Partnership Interest into any such
Partnership Interest or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such Partnership
Interests but only to the extent such Parity Preferred Units are issued to an
Affiliate of the Partnership, other than the General Partner to the extent the
issuance of such interests was to allow the General Partner to issue
corresponding preferred stock to persons who are not Affiliates of the
Partnership (or to Affiliates purchasing the preferred stock on the same terms
as non-affiliated purchasers) or (iii) either (A) consolidate, merge into or
with, or convey, transfer or lease all or substantially all of its assets to,
any corporation or other entity or (B) amend, alter or repeal the provisions of
the Partnership

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Agreement (including, without limitation, the provisions of this Amendment)
whether by merger, consolidation or otherwise, that would materially and
adversely affect the powers, special rights, preferences, privileges or voting
power of the Series H Preferred Units or the holders thereof; provided, however,
that with respect to the occurrence of a merger, consolidation or a sale or
lease of all or substantially all of the Partnership's assets as an entirety, so
long as (1) the Partnership is the surviving entity and the Series H Preferred
Units remain outstanding with the terms thereof unchanged, or (2) the resulting,
surviving or transferee entity is a partnership, limited liability company or
other pass-through entity organized under the laws of any state and substitutes
the Series H Preferred Units for other interests in such entity having
substantially the same terms and rights as the Series H Preferred Units,
including with respect to distributions, voting rights and rights upon
liquidation, dissolution or winding-up of such entity, then the occurrence of
any such event shall not be deemed to materially and adversely affect such
rights, privileges or voting powers of the holders of the Series H Preferred
Units and no vote of the Series H Preferred Units shall be required in such
case; and provided further that any increase in the amount of Partnership
Interests or the creation or issuance of any other class or series of
Partnership Interests, in each case ranking (y) junior to the Series H Preferred
Units with respect to payment of distributions or the distribution of assets
upon liquidation, dissolution or winding-up of the Partnership, or (z) on a
parity with the Series H Preferred Units with respect to payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding-up of the Partnership to the extent such Partnership Interests are not
issued to an Affiliate, other than the General Partner to the extent the
issuance of such interests was to allow the General Partner to issue
corresponding preferred stock to persons who are not Affiliates, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers and no vote of the Series H Preferred Units shall be required
in such case.

     Section 7. Transfer Restrictions. The Series H Preferred Units shall be
                ---------------------
subject to the provisions of Article XI of the Partnership Agreement, provided,
however, that (i) the General Partner shall act reasonably in exercising its
discretion pursuant to the provisions of Section 11.4(a)(ii) with respect to
transferees of Series H Preferred Units, (ii) the provisions of Clause B of
Section 11.3(d) shall not be applicable to holders of Series H Preferred Units
if at the time of such transfer, the Partnership already has 100 Partners; (iii)
if only a portion of the Series H Preferred Units shall be transferred, the
transferee of such transferred Series H Preferred Units shall, subject to the
provisions of Section 11.4, be substituted as a Limited Partner in place of the
transferring holders only as to the Series H Preferred Units so transferred; and
(iv) the provisions of Sections 11.6(c) and 11.6(d) shall not be applicable to
any transfer of Series H Preferred Units; and provided further that "transfer"
when used in Article XI shall not be deemed to include any exchange pursuant to
Section 8 below. Furthermore, Section 11.6(a) shall be deemed to contain
reference to Section 8 below.

     Section 8. Exchange Rights. (a) Right to Exchange.
                ---------------      -----------------

          (i) Series H Preferred Units will be exchangeable with the General
     Partner in whole or in part at anytime on or after the tenth (10th)
     anniversary of the date of issuance, at the option of the holders thereof,
     for authorized but previously unissued shares of 8.95%

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<PAGE>

     Series H Cumulative Redeemable Preferred Shares of the General Partner (the
     "Series H Preferred Shares") at an exchange rate of one Series H Preferred
      -------------------------
     Share for one Series H Preferred Unit, subject to adjustment as described
     below (the "Exchange Price"), provided that the Series H Preferred Units
                 --------------
     will become exchangeable with the General Partner at any time, in whole or
     in part, at the option of the holders of Series H Units, for Series H
     Preferred Shares if (y) at any time full distributions shall not have been
     timely made on any Series H Preferred Unit with respect to six (6) prior
     quarterly distribution periods, whether or not consecutive; provided,
     however, that a distribution in respect of Series H Preferred Units shall
     be considered timely made if made within two (2) Business Days after the
     applicable Preferred Unit Distribution Payment Date if at the time of such
     late payment there shall not be any prior quarterly distribution periods in
     respect of which full distributions were not timely made or (z) upon
     receipt by a holder or holders of Series H Preferred Units of (1) a notice
     from the General Partner that the General Partner or a Subsidiary of the
     General Partner has taken the position that the Partnership is, or upon the
     occurrence of a defined event in the immediate future will be, a PTP
     taxable as a corporation and (2) an opinion rendered by an outside
     nationally recognized independent counsel familiar with such matters
     addressed to a holder or holders of Series H Preferred Units, that the
     Partnership is or likely is, or upon the occurrence of a defined event in
     the immediate future will be or likely will be, a PTP taxable as a
     corporation. In addition, the Series H Preferred Units may be exchanged
     with the General Partner for Series H Preferred Shares, in whole or in
     part, at the option of any holder prior to the 10th anniversary of the date
     of issuance if the holder concludes based on results or projected results
     that there exists (in the reasonable judgment of the holders as confirmed
     by an opinion of a nationally recognized independent counsel or accounting
     firm) an imminent and substantial risk that the holder's interest in the
     Partnership does or will represent more than 19.5% of the total profits or
     capital interests in the Partnership (determined in accordance with
     Treasury Regulations Section 1.731-2(e)(4)) for a taxable year.


          (ii) Notwithstanding anything to the contrary set forth in Section
     8(a)(i) hereof, if an Exchange Notice (as defined herein) has been
     delivered to the General Partner, then the General Partner may, at its
     option, elect to redeem or cause the Partnership to redeem all or a portion
     of the outstanding Series H Preferred Units for cash in an amount equal to
     the original Capital Contribution per Series H Preferred Unit and all
     accrued and unpaid distributions thereon to the date of redemption. The
     General Partner may exercise its option to redeem the Series H Preferred
     Units for cash pursuant to this Section 8(a)(ii) hereof by giving each
     holder of record of Series H Preferred Units notice of its election to
     redeem for cash, within ten (10) Business Days after receipt of the
     Exchange Notice, by (y) fax, and (z) registered mail, postage paid, at the
     address of each holder as it may appear on the records of the Partnership
     stating (A) the redemption date, which shall be no later than sixty (60)
     days following the receipt of the Exchange Notice, (B) the redemption
     price, (C) the place or places where the Series H Preferred Units are to be
     surrendered for payment of the redemption price, (D) that distributions on
     the Series H Preferred Units will cease to accrue on such redemption date;
     (E) that payment of the redemption price will be made upon

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<PAGE>

     presentation and surrender of the Series H Preferred Units and (F) the
     aggregate number of Series H Preferred Units to be redeemed, and if fewer
     than all of the outstanding Series H Preferred Units are to be redeemed,
     the number of Series H Preferred Units to be redeemed held by such holder,
     which number shall equal such holder's pro-rata share (based on the
     percentage of the aggregate number of outstanding Series H Preferred Units
     the total number of Series H Preferred Units held by such holder
     represents) of the aggregate number of Series H Preferred Units being
     redeemed.

          (iii) In the event an exchange of all or a portion of Series H
     Preferred Units pursuant to Section 8(a)(i) hereof would violate the
     provisions on ownership limitation of the General Partner set forth in
     Article 3 of the Charter with respect to the Series H Preferred Shares, the
     General Partner shall give written notice thereof to each holder of record
     of Series H Preferred Units, within ten (10) Business Days following
     receipt of the Exchange Notice, by (y) fax, and (z) registered mail,
     postage prepaid, at the address of each such holder set forth in the
     records of the Partnership. In such event, each holder of Series H
     Preferred Units shall be entitled to exchange, pursuant to the provision of
     Section 8(b) a number of Series H Preferred Units which would comply with
     the provisions on the ownership limitation of the General Partner set forth
     in such Article 3 of the Charter and any Series H Preferred Units not so
     exchanged (the "Excess Units") shall be redeemed by the Partnership for
     cash in an amount equal to the original Capital Contribution per Excess
     Unit, plus any accrued and unpaid distributions thereon, whether or not
     declared, to the date of redemption. The written notice of the General
     Partner shall state (A) the number of Excess Units held by such holder, (B)
     the redemption price of the Excess Units, (C) the date on which such Excess
     Units shall be redeemed, which date shall be no later than sixty (60) days
     following the receipt of the Exchange Notice, (D) the place or places where
     such Excess Units are to be surrendered for payment of the Redemption
     Price, (E) that distributions on the Excess Units will cease to accrue on
     such redemption date, and (F) that payment of the redemption price will be
     made upon presentation and surrender of such Excess Units. In the event an
     exchange would result in Excess Units, as a condition to such exchange,
     each holder of such units agrees to provide representations and covenants
     reasonably requested by the General Partner relating to (1) the widely held
     nature of the interests in such holder, sufficient to assure the General
     Partner that the holder's ownership of stock of the General Partner
     (without regard to the limits described above) will not cause any
     individual to Beneficially Own in excess of the Ownership Limit (all as
     defined in the General Partner's Charter); and (2) to the extent such
     holder can so represent and covenant without obtaining information from its
     owners, the holder's ownership of tenants of the Partnership and its
     affiliates.

          (iv) The redemption of Series H Preferred Units described in Section
     8(a)(ii) and (iii) shall be subject to the provisions of Sections 5(b) and
     5(c)(ii); provided, however, that the term "Redemption Price" in such
               --------  -------
     section shall be read to mean the original Capital Contribution per Series
     H Preferred Unit being redeemed plus all accrued and unpaid distributions
     to the redemption date.

                                       9
<PAGE>

          (b) Procedure for Exchange.
              ----------------------

          (i) Any exchange pursuant to this Amendment shall be exercised
     pursuant to a notice of exchange (the "Exchange Notice") delivered to the
                                            ---------------
     General Partner by the holder who is exercising such exchange right, by (A)
     fax and (B) by certified mail postage prepaid. The exchange of Series H
     Preferred Units, or a specified portion thereof, may be effected after the
     fifth (5th) Business Day following receipt by the General Partner of the
     Exchange Notice by delivering certificates, if any, representing such
     Series H Preferred Units to be exchanged together with, if applicable,
     written notice of exchange and a proper assignment of such Series H
     Preferred Units to the office of the General Partner maintained for such
     purpose. Currently, such office is Two Center Plaza, Suite 200, Boston,
     Massachusetts 02108. Each exchange will be deemed to have been effected
     immediately prior to the close of business on the date on which such Series
     H Preferred Units to be exchanged (together with all required
     documentation) shall have been surrendered and notice shall have been
     received by the General Partner as aforesaid and the Exchange Price shall
     have been paid. Any Series H Preferred Shares issued pursuant to this
     Section 8 shall be delivered as shares which are duly authorized, validly
     issued, fully paid and nonassessable, free of pledge, lien, encumbrance or
     restriction other than those provided in the Charter, the Bylaws of the
     General Partner, the Securities Act of 1933 and relevant state securities
     or blue sky laws.

          (ii) In the event of an exchange of Series H Preferred Units for
     Series H Preferred Shares, an amount equal to the accrued and unpaid
     distributions, whether or not declared, to the date of exchange on any
     Series H Preferred Units tendered for exchange shall (A) accrue on the
     Series H Preferred Shares into which such Series H Preferred Units are
     exchanged, and (B) continue to accrue on such Series H Preferred Units,
     which shall remain outstanding following such exchange, with the General
     Partner as the holder of such Series H Preferred Units. Notwithstanding
     anything to the contrary set forth herein, in no event shall a holder of a
     Series H Preferred Unit that was validly exchanged into Series H Preferred
     Shares pursuant to this section (other than the General Partner now holding
     such Series H Preferred Unit), receive a cash distribution out of Available
     Cash of the Partnership, if such holder, after exchange, is entitled to
     receive a distribution out of Available Cash with respect to the Series H
     Preferred Shares for which such Series H Preferred Unit was exchanged or
     redeemed.

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

          (c) Adjustment of Exchange Price.
              ----------------------------

          (i) The Exchange Price is subject to adjustment upon certain events,
     including (a) subdivisions, combinations and reclassifications of the
     Series H Preferred Shares and

                                      10
<PAGE>

     (b) distributions to all holders of Series H Preferred Shares of evidences
     of indebtedness of the General Partner or assets (including securities but
     excluding dividends and distributions paid out of equity applicable to
     Series H Preferred Shares).

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

     Section 9. No Conversion Rights. (a) The holders of the Series H Preferred
                --------------------
Units shall not have any rights to convert such Partnership Units into any other
class of Partnership Interests or any interest in the Partnership;

     (b) The Series H Preferred Units shall not be subject to the provisions of
Section 4.2(e) of the Partnership Agreement, nor shall the Series H Preferred
Units have any other exchange or conversion rights aside from those described in
Section 8 above.

     Section 10. No Sinking Fund. No sinking fund shall be established for the
                 ---------------
retirement or redemption of the Series H Preferred Units.

     Section 11. Admission of Limited Partner; Exhibits to Partnership
                 -----------------------------------------------------
Agreement. In accordance with Section 12.2(b), Contributor is hereby admitted as
---------
an Additional Limited Partner. In order to duly reflect the issuance of Series H
Preferred Units provided for herein, the Partnership Agreement will be amended
by deleting Exhibit A attached thereto and substituting Exhibit A attached
hereto therefor.

     Section 12. Reaffirmation. 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.

                                      11
<PAGE>

IN WITNESS WHEREOF,  this Amendment has been executed as of the date first above
written.



                                             CABOT INDUSTRIAL TRUST

                                             By: /s/ Neil Waisnor
                                                 -------------------------------
                                             Name: Neil Waisnor
                                             Title:  Senior Vice President


                     ***Signatures Continued On Next Page***
<PAGE>

                                    GOLDMAN SACHS 2000 EXCHANGE PLACE
                                    FUND, L.P.

                                    By: Goldman Sachs Management Partners, L.P.,
                                    its general partner

                                          By: Goldman Sachs Management, Inc.,
                                          its general partner


                                          By: /s/ Eric Lane
                                             -----------------------------------
                                          Name: Eric Lane
                                          Title: Authorized Person

                                          Address:
                                          c/o Goldman Sachs & Co.
                                          85 Broad St.
                                          New York, New York 10004
                                          Attention: Elizabeth C. Groves