Asset Purchase Agreement

Contract


 
                                                                    EXHIBIT 10.1

 
                            ASSET PURCHASE AGREEMENT

                                   dated as of

                                 April 23, 1998

                                      among

                                    MEPC PLC,
                                     Parent

                                       and

                       EOP OPERATING LIMITED PARTNERSHIP,
                        DUKE REALTY LIMITED PARTNERSHIP,
                                       and
                               WEEKS REALTY, L.P.,
                                     Buyers






                      Relating to the Purchase and Sale of

                    Certain Office and Industrial Properties

 
                               TABLE OF CONTENTS

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



                                                                            PAGE
                                                                            ----
                                    ARTICLE 1
                                   DEFINITIONS
                                                                          
SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Interpretation..................................................7

                                    ARTICLE 2
                                PURCHASE AND SALE

SECTION 2.01.  Purchase and Sale...............................................7
SECTION 2.02.  Assumed Obligations............................................12
SECTION 2.03.  Excluded Obligations...........................................13
SECTION 2.04.  Purchase Price; Allocation of Purchase Price...................13
SECTION 2.05.  Closing........................................................13
SECTION 2.06.  Adjustments to Purchase Prices at Second Closing Date..........15
SECTION 2.07.  Intentionally Omitted..........................................17
SECTION 2.08.  Adjustments....................................................17
SECTION 2.09.  Real Estate Tax Refunds........................................25
SECTION 2.10.  Deposit; Letters of Credit.....................................25
SECTION 2.11.  Apportionments with Respect to Partnership Interest............27
SECTION 2.12.  Walker Building................................................30

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF PARENT

SECTION 3.01.  Corporate Existence and Power..................................30
SECTION 3.02.  Corporate Authorization........................................31
SECTION 3.03.  Governmental Authorization.....................................31
SECTION 3.04.  Noncontravention...............................................31
SECTION 3.05.  Required Consents..............................................31
SECTION 3.06.  Properties.....................................................31
SECTION 3.07.  Other Material Contracts.......................................34
SECTION 3.08.  Intentionally omitted..........................................34
SECTION 3.09.  Litigation.....................................................34
SECTION 3.10.  Compliance with Laws and Court Orders..........................34
SECTION 3.11.  Insurance Coverage.............................................35
SECTION 3.12.  Brokers and Finders............................................35
SECTION 3.13.  ERISA..........................................................35
SECTION 3.14.  Environmental Compliance.......................................35

 
                                                                            PAGE
                                                                            ----

SECTION 3.15.  Partnership Financial Statements...............................35

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

SECTION 4.01.  Existence and Power............................................36
SECTION 4.02.  Authorization..................................................36
SECTION 4.03.  Governmental Authorization.....................................36
SECTION 4.04.  Noncontravention...............................................36
SECTION 4.05.  Financing......................................................37
SECTION 4.06.  Litigation.....................................................37
SECTION 4.07.  Brokers and Finders............................................37
SECTION 4.08.  Inspections; No Other Representations; Waiver of Claims........37

                                    ARTICLE 5
                               COVENANTS OF SELLER

SECTION 5.01.  Conduct of the Business........................................39
SECTION 5.02.  Tenant Leases..................................................39
SECTION 5.03.  Access to Properties and Information...........................40
SECTION 5.04.  Notices of Certain Events......................................41
SECTION 5.05.  Restructuring..................................................42
SECTION 5.06.  Estoppel Certificates..........................................42
SECTION 5.07.  Construction of Improvements on Development Properties.........42
SECTION 5.08.  Insurance......................................................44
SECTION 5.09.  Association Letters............................................44

                                    ARTICLE 6
                               COVENANTS OF BUYERS

SECTION 6.01.  Confidentiality................................................44
SECTION 6.02.  Access ........................................................45
SECTION 6.03.  Trademarks; Tradenames.........................................45
SECTION 6.04.  Title Matters..................................................45
SECTION 6.05.  Certain Due Diligence..........................................49

                                       ii

 
                                                                            PAGE
                                                                            ----
                                    ARTICLE 7
                         COVENANTS OF BUYERS AND PARENT

 
SECTION 7.01.  Commercially Reasonable Efforts; Further Assurances............52
SECTION 7.02.  Certain Filings................................................52
SECTION 7.03.  Public Announcements...........................................52
SECTION 7.04.  Casualty and Condemnation......................................52
SECTION 7.05.  Unassigned Contracts...........................................54

                                    ARTICLE 8
                            TRANSFER AND SALES TAXES

SECTION 8.01.  Transfer and Sales Taxes.......................................54
SECTION 8.02.  Sales Taxes....................................................54

                                    ARTICLE 9
                                EMPLOYEE BENEFITS

SECTION 9.01.  Employee Benefit Liabilities Generally.........................55
SECTION 9.02.  Stay Sell Agreement............................................55

                                   ARTICLE 10
                              CONDITIONS TO CLOSING

SECTION 10.01.  Conditions to Obligations of Buyers and Sellers...............56
SECTION 10.02.  Conditions to Obligation of Buyers............................56
SECTION 10.03.  Conditions to Obligation of Sellers...........................57

                                   ARTICLE 11
                            SURVIVAL; INDEMNIFICATION

SECTION 11.01.  Survival......................................................58
SECTION 11.02.  Indemnification...............................................58
SECTION 11.03.  Procedures....................................................59
SECTION 11.04.  Calculation of Damages........................................60
SECTION 11.05.  Assignment of Claims..........................................60

                                      iii

 
                                                                            PAGE
                                                                            ----

                                   ARTICLE 12
                              TERMINATION; REMEDIES
  
SECTION 12.01.  Grounds for Termination.......................................61
SECTION 12.02.  Effect of Termination.........................................62
SECTION 12.03.  Specific Performance..........................................62
SECTION 12.04.  Survival......................................................63

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01.  Notices.......................................................63
SECTION 13.02.  Expenses; Brokers.............................................65
SECTION 13.03.  Governing Law.................................................66
SECTION 13.04.  Jurisdiction..................................................66
SECTION 13.05.  WAIVER OF JURY TRIAL..........................................66
SECTION 13.06.  Attorneys' Fees...............................................66
SECTION 13.07.  No Recording..................................................66
SECTION 13.08.  Successors and Assigns........................................66
SECTION 13.09.  Third-party Beneficiaries.....................................67
SECTION 13.10.  Entire Agreement..............................................67
SECTION 13.11.  Invalid Provisions............................................67
SECTION 13.12.  Amendments and Waivers........................................67
SECTION 13.13.  Liability of Parties..........................................68
SECTION 13.14.  Counterparts..................................................68
SECTION 13.15.  Binding Effect................................................68

                                       iv

 
                             Exhibits and Schedules

Exhibit A:          Properties, Sellers, Buyers, Prices, Closings
Exhibit B:          Restructuring Transactions
Exhibit C:          Form of Escrow Agreement
Exhibit D:          Form of Letter of Credit
Exhibit E:          Form of Assignment and Assumption Agreement
Exhibit F:          Form of Assignment of Partnership Interest and 
                     Assignment and Assumption of Partnership Interest

Schedule 2.05:      List of Closing Documents
Schedule 2.06:      Adjustments to Purchase Prices at Second Closing
Schedule 2.11:      Partnership Financial Statements
Schedule 3.05:      Required Consents
Schedule 3.06(a):   Properties
Schedule 3.06(b):   Rent Roll
Schedule 3.06(c):   Pending Contracts
Schedule 3.07:      Other Material Contracts
Schedule 3.09:      Litigation
Schedule 3.10:      Violations of Law
Schedule 3.11:      Insurance Coverage
Schedule 3.13:      Employee Benefit Plans and Benefit Arrangements
Schedule 3.14:      Environmental Compliance
Schedule 6.03:      Trademarks and Tradenames Not To Be Used By Buyers
Schedule 6.04(b):   As Built Surveys To Be Delivered By Parent

                                       v

 
                           ASSET PURCHASE AGREEMENT


     AGREEMENT dated as of April 23, 1998 among MEPC PLC, an English company
("Parent"); and EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership ("EOP"), DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited
partnership ("Duke"), and WEEKS REALTY, L.P., a Georgia limited partnership
("Weeks" and collectively with EOP, Duke and any partnership or limited
liability company formed by EOP, Duke and Weeks to purchase the Walker Building
in Washington, D.C. in accordance with Section 2.12, the "Buyers").


                             W I T N E S S E T H :

     WHEREAS, Parent is, or upon completion of the Restructuring (as defined
below) will be, the direct or indirect owner of all of the outstanding stock of
the owners (the "Sellers") of the respective Properties (as defined below)
listed as owned by them on Exhibit A hereto, which Properties are more
particularly described in Schedule 3.06(a) hereto; and

     WHEREAS, Parent desires to cause the Sellers to sell the Properties to the
Buyers; the Sellers desire to sell the Properties to the Buyers; and each Buyer
desires to purchase the Properties listed as to be purchased by it on Exhibit A
hereto.

     NOW, THEREFORE, the parties hereto agree as follows:


                                   ARTICLE 1

                                  DEFINITIONS

     SECTION 1.01. Definitions. (a) The following terms, as used herein, have
the following meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such other
Person. Weeks Development Partnership, a Georgia general partnership, shall be
deemed to be an Affiliate of Weeks.

 
     "Benefit Arrangement" means any employment, severance or similar contract
or arrangement (whether or not written) or any plan, policy, fund, program or
contract or arrangement (whether or not written) providing for compensation,
bonus, profit-sharing, stock option, or other stock related rights or other
forms of incentive or deferred compensation, vacation benefits, insurance
coverage (including any self-insured arrangements), health or medical benefits,
disability benefits, workers' compensation, supplemental unemployment benefits,
severance benefits and post-employment or retirement benefits (including
compensation, pension, health, medical or life insurance or other benefits) that
(i) is not an Employee Plan, (ii) is entered into, maintained, administered or
contributed to, as the case may be, by the Sellers or any of their Affiliates
and (iii) covers any employee of the Sellers or any of their Affiliates whose
employment relates primarily to specific Properties.

     "business day" means a day other than Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required to close.

     "Casualty" means any damage to, or destruction of, any Property.

     "Closing" means the consummation of the transactions contemplated herein
with respect to each Property and includes both the First Closing and the Second
Closing.

     "Closing Date" means (i) with respect to the First Closing, the actual date
of the First Closing, and (ii) with respect to the Second Closing, the actual
date of the Second Closing.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Condemnation" means any condemnation or other taking or temporary or
permanent requisition of the Property, any interest therein or right appurtenant
thereto, or any change of grade affecting the Property, as the result of the
exercise of any right of condemnation or eminent domain. A sale, conveyance or
other transfer to a governmental authority in lieu or anticipation of
Condemnation shall be deemed to be a Condemnation.

     "Data Room" means the data room maintained by MEPC American at its offices
in Dallas, Texas and the documents and information made available to the
relevant Buyer therein, for the conduct of due diligence in connection with the
transactions contemplated by this Agreement.

     "Development Property" means any Property listed on Exhibit A under the
heading "Properties for the Second Closing" that is designated on said Exhibit
         ---------------------------------
as a property under development, provided that Colonnade I and II are not
Development Properties.


                                       2

 
     "Employee Plan" means any "employee benefit plan", as defined in Section
3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is
maintained, administered or contributed to by the Sellers or any of their
Affiliates and (iii) covers any employee of the Sellers or any of their
Affiliates whose employment relates primarily to specific Properties.

     "Environmental Laws" means laws relating to the protection of human health
or the environment or to emissions, discharges or releases of pollutants,
contaminants or hazardous substances into the environment.

     "Environmental Liabilities" means any and all liabilities arising in
connection with or in any way relating to the Properties (as currently or
previously operated), or any activities or operations occurring or conducted
currently or previously on the Properties (including offsite disposal), whether
accrued, contingent, absolute, determined, determinable or otherwise, which
arise under or relate to any Environmental Law (including any matter disclosed
or required to be disclosed in Schedule 3.14).

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended and the rules and regulations promulgated thereunder.

     "ERISA Affiliate" of any entity means any other entity which, together with
such entity, would be treated as a single employer under Section 414 of the
Code.

     "Indebtedness" means any indebtedness for borrowed money; provided that
Indebtedness shall not include (i) accounts payable (or similar items) arising
in the ordinary course of business consistent with past practices or (ii) the
current portion of any item which constitutes Indebtedness.

     "knowledge" means (i) with respect to Parent or any Seller, the actual
knowledge of James Tuckey, James Dundas, Stephen East, David Gruber, Donn
Fuller, Peter Johnson, Jim Fant, Ab Atkins or Howard Garfield (whether or not
any such individuals are employed by Parent or any Seller); (ii) with respect to
EOP, the actual knowledge of Jeffrey M. Bramson (whether or not employed by
EOP); (iii) with respect to Duke, the actual knowledge of Robert M. Chapman
(whether or not employed by Duke); (iv) with respect to Weeks, the actual
knowledge of Thomas D. Senkbeil (whether or not employed by Weeks), and (v) with
respect to any Buyer formed to purchase the Walker Building, the actual
knowledge of any individual named in clause (ii), (iii) or (iv) above (whether
or not employed by such Buyer).

     "laws" means with respect to any Property, any and all federal, state and
local statutes, ordinances, codes and other laws applicable to the Property or
the transactions contemplated hereby, and all rules, regulations, designations,
restrictions or other requirements of any federal, state, local or other
governmental department, authority or


                                       3

 
other entity having jurisdiction over Property, all or now or hereafter in
effect; including zoning, planning, land use, landmark, building, construction,
health and safety laws and Environmental Laws.

     "Lien" means, with respect to any property or asset, any mortgage, deed of
trust, deed to secure debt, lien, pledge, charge or encumbrance of any kind
thereon; the interest of a vendor or lessor under conditional sale agreement,
capital lease or other title retention agreement affecting the title thereto;
any covenant, condition, restriction, reservation, easement, right of way or
other right, instrument or document affecting the title thereto; or any other
exception to or defect in the title thereto.

     "Material Adverse Effect" means, for any Buyer, (a) a material adverse
effect on the business, assets or results of operations of the Properties
comprising such Buyer's Property Group, taken as a whole, including without
limitation a material adverse effect on the net operating income derived from
such Property Group or the use of, access to or number of available parking
spaces for the respective Properties comprising such Property Group, except in
each case any such effect resulting from or arising in connection with (i) this
Agreement or the transactions contemplated hereby, (ii) changes or conditions
affecting the office and industrial real estate markets in the United States or
in any jurisdiction or market where such Buyer's Property Group is located
generally or (iii) changes in economic, regulatory or political conditions
generally and/or (b) a material adverse effect on the enforceability of this
Agreement or on the enforceability of the transactions contemplated hereby.

     "MEPC American" means MEPC American Properties, Inc., a Delaware
corporation.

     "MEPC Finance" means MEPC Finance Inc., a Delaware corporation, and its
Subsidiaries.

     "Multiemployer Plan" means each Employee Plan that is a multiemployer plan,
as defined in Section 3(37) of ERISA.

     "person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or a political subdivision, agency or instrumentality thereof;

     "Property Group" means with respect to each Buyer the respective Properties
listed as to be purchased by such Buyer on Exhibit A hereto.

     "Restructuring" means the transactions set forth in Exhibit B.


                                       4

 
     "Stay Sell Agreement" means that certain Stay and Sell Pay and Performance
Bonus Agreement dated October 9, 1997 among Parent and its affiliates named or
referred to therein, as amended.

     "Title IV Plan" means an Employee Plan subject to Title IV of ERISA other
than any Multiemployer Plan.

     (b) Each of the following terms is defined in the Section set forth
opposite such term:

                Term                                       Section
                ----                                       -------
                Adjustment Time                            2.08(a)
                Aggregate Purchase Price                   2.04
                Assumed Obligations                        2.02
                Brokerage Contract                         3.06(a)(x)
                Buyer Breach Conditions                    12.01(c)
                Buyer Designated Person                    2.06(d)
                Claims                                     4.08(b)
                Completed                                  5.07(b)
                Completion                                 5.07(b)
                Contract                                   3.06(d)
                Damages                                    11.02(a)
                Deposit                                    2.08(l)
                Deposit Amount                             2.10(c)
                Designated Committee                       2.06(d)
                Designated Person                          2.06(c)(iii)
                Developable Land Properties                6.05(a)(iv)
                Development Contract                       3.06(a)(xiii)
                Due Diligence Objections                   6.05(c)
                Employee                                   9.02(a)
                Escrow Agent                               2.10(b)
                Escrow Agreement                           2.10(b)
                Excluded Obligations                       2.03
                Expiration Date                            11.01
                First Closing                              2.05(a)
                Golden Hills Development Agreement         2.01(c)
                Golden Hills Interest                      2.01(c)
                Golden Hills Property                      2.01(c)
                Golden Hills Purchase Price                2.01(c)
                HRA                                        2.01(c)
                Indemnified Party                          11.03(a)
                Indemnifying Party                         11.03(a)


                                       5

 
                Term                                       Section
                ----                                       -------
                Letter of Credit                           2.10(a)(i)
                MEPC Minneapolis                           2.01(b)
                Management Contract                        3.06(a)(xi)
                Mortgage                                   3.06(a)(viii)
                NML                                        2.01(b)
                Parcel                                     2.01(a)
                Parent Designated Person                   2.06(d)
                Partnership                                2.01(b)
                Partnership Agreement                      2.01(b)
                Partnership Interest                       2.01(b)
                Permitted Encumbrances                     6.04(a)
                Plans                                      5.07(a)
                Potential Contributor                      11.05
                Property                                   2.01(a)
                Property Sale Notice                       2.01(b)
                Purchase Price                             2.04
                Purchased Assets                           2.01
                REA                                        3.06(a)(ix)
                Rent Roll                                  3.06(b)
                Required Consents                          3.05
                Retained Employee                          9.02(a)(ii)
                Sales Taxes                                8.02
                Second Closing                             2.05(b)
                Seller Breach Condition                    12.01(c)
                Seller Party                               4.08(b)(i)
                Service Contract                           3.06(a)(xii)
                Severance Side Letter                      9.02(a)(i)
                Survey                                     3.06(a)(vii)
                Tenant Lease                               3.06(b)
                Termination Notice                         2.01(b)
                Third Designated Person                    2.06(d)
                Third Party Claim                          11.03(b)
                Title Company                              3.06(a)(v)
                Title Objections                           6.04(c)
                Title Policy                               3.06(a)(vi)
                Title Report                               3.06(a)(v)
                Transfer Taxes                             8.01
                Travelers Assets                           2.01(b)
                Travelers Mortgage                         2.01(b)
                Travelers Parcel                           2.01(b)
                Travelers Property                         2.01(b)


                                       6

 
                Term                                       Section
                ----                                       -------
                Travelers Property Purchase Price          2.01(b)
                Unassigned Contracts                       7.05

     SECTION 1.02. Interpretation. In this Agreement, unless otherwise
specified, (i) singular words include the plural and plural words include the
singular; words importing any gender include the other genders; (ii) references
to any person include its successors and assigns; (iii) the word "successors",
when it refers to an individual, includes the heirs, devisees, legatees,
executors, administrators and personal representatives of such individual; (iv)
references to any statute or other law include all rules, regulations and orders
adopted or made thereunder and all statutes or other laws amending,
consolidating or replacing the statute or law referred to; (v) references to any
agreement or other document include all subsequent amendments or other
modifications thereof entered into in accordance with the provisions thereof;
(vi) the words "approve", "consent" or "agree", and any derivations thereof or
words of similar import, mean the prior written approval, consent or agreement
of the person holding the right to approve, consent or agree; (vii) the words
"include" and "including", and words of similar import, shall be deemed to be
followed by the words "without limitation"; (viii) the words "hereto", "herein",
"hereof" and "hereunder", and words of similar import, refer to this Agreement
in its entirety; (ix) the Schedules and Exhibits hereto are part of this
Agreement and are incorporated herein by reference; (x) the words "Section",
"Schedule" or "Exhibit" refer to the Sections, schedules and exhibits of and to
this Agreement; (xi) headings of Sections, Schedules and Exhibits are inserted
as a matter of convenience and shall not affect the construction of this
Agreement; and (xii) this Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Agreement to be drafted.


                                   ARTICLE 2

                               PURCHASE AND SALE

     SECTION 2.01. Purchase and Sale. Upon the terms and subject to the
conditions of this Agreement, each Buyer agrees (with respect to the Properties
listed as to be purchased by it on Exhibit A hereto) to purchase from the
relevant Sellers and Parent agrees to cause each Seller (with respect to the
Properties listed as owned by it on Exhibit A hereto) to sell, convey, transfer,
assign and deliver, or cause to be sold, conveyed, transferred, assigned and
delivered, to the relevant Buyers at the relevant Closing, the following
properties and assets (collectively, the "Purchased Assets"):

     (a) The parcel or parcels of land described in Schedule 3.06(a) (each a
"Parcel") listed as owned by the relevant Seller in said Schedules 3.06(a); and
the buildings, structures and improvements now located on the relevant Parcel
(each


                                       7

 
collectively a "Property"); together with any and all right, title and interest
of the relevant Seller in and to any land lying in the bed of any street, road
or public or private right of way adjacent to the relevant Property; and
together with all right, title and interest of the relevant Seller in, to and
under: (i) any REA relating to the relevant Property; (ii) any and all other
easements, servitudes, rights of way, water rights, mineral rights, development
rights, other rights, covenants, conditions, tenements, hereditaments and
appurtenances belonging or in any way appertaining to the relevant Property to
the extent assignable by the relevant Seller; (iii) any and all fixtures,
furnishings, equipment, goods, chattels, machinery and other personal property
attached to or located on the relevant Property owned or leased by the relevant
Seller to the extent transferrable by the relevant Seller; (iv) any and all
licenses, consents, approvals and permits (including any and all certificates of
occupancy and zoning variances) relating to the relevant Property held by the
relevant Seller to the extent transferrable by the relevant Seller; (v) any and
all Tenant Leases held by the relevant Seller relating to the relevant Property;
(vi) any and all Brokerage Contracts, Service Contracts, Development Contracts
and other Contracts relating to the relevant Property held by the relevant
Seller to the extent transferrable by the relevant Seller; (vii) any and all
right of the relevant Seller to use the name and address of the relevant
Property; (viii) any and all other assets and property of the relevant Seller
directly relating to the relevant Property; and (ix) any and all books, records,
files and papers whether in hard copy or computer format that relate directly to
the relevant Property, including any information relating to any tax imposed on
the relevant Property;

     (b) (Intentionally Omitted)

                                       8

 


                          [INTENTIONALLY LEFT BLANK]

                                       9

 

                          [INTENTIONALLY LEFT BLANK]


                                      10

 
     (c) (Intentionally Omitted) 






                                      11

 
     SECTION 2.02. Assumed Obligations. Effective at the time of the relevant
Closing, each Buyer shall assume (with respect to the Properties listed as to be
purchased by it on Exhibit A hereto) the following (the "Assumed Obligations"):
all obligations and liabilities of the relevant Sellers (including any
predecessors of the relevant Sellers and any prior owners of the relevant
Properties) and their Affiliates of any kind, character or description relating
to or arising out of the relevant Properties (except for the Excluded
Obligations described below), whether under the REAs (if any), Tenant Leases,
Brokerage Contracts, Management Contracts, Service Contracts, Development
Contracts, other Contracts or Permitted Encumbrances, under applicable laws or
otherwise and, in the case of the Partnership Interest, under the Partnership
Agreement and the Travelers Mortgage and, in the case of the Golden Hills
Interest, under the Golden Hills Development Agreement and the related escrow
agreement, which accrue, or arise out of events occurring, on or after the
Closing Date; but excluding all obligations under the Unassigned Contracts.


                                      12

 
     SECTION 2.03. Excluded Obligations. Notwithstanding Section 2.02, no Buyer
shall assume any of the following (the "Excluded Obligations"): any obligations
and liabilities of Sellers and their Affiliates relating to or arising out of
the Properties, whether under REAs (if any), Tenant Leases, Brokerage Contracts,
Management Contracts, Service Contracts, Development Contracts, other Contracts
or Permitted Encumbrances, under applicable Laws or otherwise and, in the case
of the Partnership Interest of the Traveler's Property, under the Partnership
Agreement and the Travelers Mortgage and, in the case of the Golden Hills
Interest, under the Golden Hills Development Agreement and the related escrow
agreement, which (i) accrue, or arise out of events occurring, prior to the
Closing Date; or (ii) are for employee compensation or benefits, subject to
Section 9.02.

     SECTION 2.04. Purchase Price; Allocation of Purchase Price. The aggregate
purchase price for the Purchased Assets is $            in cash (the "Aggregate
Purchase Price"), subject to adjustment as set forth herein, which Aggregate
Purchase Price is allocated to the Partnership Interest, the Golden Hills
Interest and the Properties and the Purchased Assets related thereto as set
forth on Exhibit A hereto (the amount of such Aggregate Purchase Price allocated
to the Partnership Interest, the Golden Hills Interest and to each Property on
Exhibit A being the "Purchase Price" with respect to such Property and the other
Purchased Assets relating to such Property). The Aggregate Purchase Price shall
be adjusted as follows: (i) the Aggregate Purchase Price shall be increased or
decreased, as the case may be, by the difference between $68,400,000 and the
Purchase Price for Colonnade III determined pursuant to paragraph IX of Schedule
2.06; (ii) the Aggregate Purchase Price shall be further increased or decreased
by the difference between $3,361,743 and the Golden Hills Purchase Price
determined pursuant to Section 2.01(c); the Aggregate Purchase Price shall be
further decreased by the $10,920,500 Purchase Price for the Partnership Interest
set forth in Exhibit A in the event that the sale and purchase of the
Partnership Interest is terminated pursuant to Section 2.01(b); and (iv) the
Aggregate Purchase Price shall be increased by the $36,401,667 Travelers
Property Purchase Price in the event that the Travelers Property is to be sold
and purchased pursuant to Section 2.01(b). The relevant Seller and relevant
Buyer shall agree upon the allocation of the Purchase Price for each Property to
the real property, personal property and intangible property components of such
Property prior to the relevant Closing Date.

     SECTION 2.05. Closing. (a) The closing (the "First Closing") of the
purchase and sale of the Partnership Interest and the Properties listed on
Exhibit A as Properties for the First Closing and the other Purchased Assets
relating to such Properties, and the assumption of the Assumed Obligations
relating to such Properties hereunder, shall take place at the offices of Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York, at 10:00 AM (New York
time) on June 1, 1998 or at such other time or place as Parent and the relevant
Buyers may agree. At the First Closing:


                                      13

 
          (i) The relevant Buyers shall deliver to the relevant Sellers on the
     date of the First Closing the Purchase Prices with respect to the
     Partnership Interest (unless the Termination Notice or the Property Sale
     Notice shall have been given) and the Properties that are the subject of
     the First Closing, in each case (A) increased or decreased (as applicable)
     as provided in Section 2.08(s) by the net amount of the apportionments
     pursuant to Sections 2.08(b) through (s), and (B) in the case of the
     Partnership Interest, increased or decreased (as applicable) as provided in
     Section 2.11, and (C) decreased by the amount of the relevant Buyer's
     Deposit Amount which is allocable to the Properties that are subject to the
     First Closing in accordance with Exhibit A and which is paid to the
     relevant Seller by the Escrow Agent, payable in United States dollars in
     immediately available funds by wire transfer to an account or accounts of
     the relevant Sellers with a bank in New York City designated by the Parent
     by notice given to the relevant Buyers, which notice shall be given not
     later than two business days prior to the relevant Closing Date.

          (ii) The relevant Sellers and the relevant Buyers shall deliver with
     respect to the Partnership Interest and each Property that is the subject
     of the First Closing the closing documents listed or referred to in
     Schedule 2.05, all in form and substance reasonably satisfactory to the
     relevant Sellers and the relevant Buyers and their respective counsel and
     consistent with the provisions hereof, and such other instruments and
     documents as the relevant Sellers or the relevant Buyers or their
     respective counsel shall reasonably request consistent with the provisions
     hereof to vest in the relevant Buyers the Partnership Interest and all
     Properties that are the subject of the First Closing and all of the
     relevant Seller's right, title and interest in the other Purchased Assets
     relating thereto, and to provide for the assumption by the relevant Buyers
     of the Assumed Obligations relating to such Properties.

     (b) The closing (the "Second Closing") of the purchase and sale of the
Development Properties and the other Purchased Assets relating to such
Properties, the Golden Hills Interest (subject to Section 2.01(c)) and, if the
Property Sale Notice shall have been given, the Travelers Property and the
Travelers Assets, and the assumption of the Assumed Obligations relating to such
Properties, shall take place at the offices of Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York, at 10:00 AM (New York time) on September
30, 1998, or at such other time or place as Parent and the relevant Buyers may
agree. At the Second Closing:

          (i) The relevant Buyers shall deliver to the relevant Sellers on the
     date of the Second Closing the Purchase Prices (which shall include (x) the
     Travelers Property Purchase Price if the Property Sale Notice shall have
     been given and (y) the Golden Hills Interest Purchase Price to the extent
     provided in Section 2.01(c)) with respect to the Properties (including the
     Travelers Property if the Property


                                      14

 
     Sale Notice shall have been given) that are the subject of the Second
     Closing, in each case (A) decreased by the applicable adjustment, if any,
     provided for in Section 2.06, and (B) increased or decreased (as
     applicable) as provided in Section 2.08(s) by the net amount of the
     apportionments pursuant to Sections 2.08(b) through (s), and (C) decreased
     by the amount of the relevant Buyer's Deposit Amount which is allocated to
     the Properties (including the Travelers Property if the Property Sale
     Notice shall have been given) that are subject to the Second Closing in
     accordance with Exhibit A and which is paid to the relevant Seller by the
     Escrow Agent, payable in United States dollars in immediately available
     funds by wire transfer to an account or accounts of the relevant Sellers
     with a bank in New York City designated by the Parent by notice given to
     the relevant Buyers, which notice shall be given not later than two
     business days prior to the relevant Closing Date.

          (ii) The relevant Sellers and the relevant Buyers shall deliver with
     respect to the Travelers Property and the Golden Hills Interest, if
     included in the Second Closing, and each Property that is the subject of
     the Second Closing the closing documents listed or referred to in Schedule
     2.05, all in form and substance reasonably satisfactory to the relevant
     Sellers and the relevant Buyers and their respective counsel and consistent
     with the provisions hereof, and such other instruments and documents as the
     relevant Sellers or the relevant Buyers or their respective counsel shall
     reasonably request consistent with the provisions hereof to vest in the
     relevant Buyers the Travelers Property and the Golden Hills Interest, if
     included in the Second Closing, and all Properties that are the subject of
     the Second Closing and all of the relevant Seller's right, title and
     interest in the other Purchased Assets relating thereto, and, to provide
     for the assumption by the relevant Buyers of the Assumed Obligations
     relating to such Properties.

     SECTION 2.06. Adjustments to Purchase Prices at Second Closing Date. (a)
The Purchase Prices for each of the Properties that are the subject of the
Second Closing and identified on Schedule 2.06 shall be adjusted as provided in
Schedule 2.06 and this Section 2.06.

     (b) Notwithstanding that the Properties known as Colonnade I and Colonnade
II are included as part of the Second Closing, there shall be no adjustments to
the Purchase Prices of such Properties known as Colonnade I and Colonnade II
pursuant to this Section 2.06.

     (c) Not later than September 15, 1998, Parent (acting for itself and the
relevant Sellers) shall deliver to the relevant Buyers their calculations,
determined as set forth in Schedule 2.06, of the adjustments to the Purchase
Prices with respect to the Properties identified on Schedule 2.06. If the
relevant Buyers agree with such adjustments calculated by Parent, such
adjustments and the resulting adjusted Purchase Prices shall be


                                      15

 
binding for the purposes hereof. If the relevant Buyers disagree with such
adjustments calculated by Parent, the relevant Buyers shall deliver to Parent,
within 5 business days after receipt of the calculation from Parent, a written
notice specifying the basis for its disagreement and setting forth its
calculation of such adjustments and the resulting adjusted Purchase Prices. The
relevant Buyers' failure to deliver a notice of disagreement within such
5-business day period shall be deemed to constitute their agreement to Parent's
calculation. If a notice of disagreement is delivered within such 5-business day
period, the relevant Buyers and Parent shall negotiate in good faith to resolve
such disagreement. If they reach agreement as to the adjusted Purchase Prices in
question prior to the Second Closing Date, the amounts agreed to shall be the
adjusted Purchase Prices applicable for the Second Closing. If they fail to
reach agreement, (i) the Second Closing shall take place as scheduled
notwithstanding such disagreement, (ii) the amounts in dispute (i.e., the
differences between the adjusted Purchase Prices calculated by the Parent and
the relevant Buyers) shall be retained as a cash deposit under the Escrow
Agreement until the disagreement is resolved, and (iii) Parent and the relevant
Buyers shall refer the disputed issues for resolution to an appropriate Person
of recognized national standing who has been agreed upon by Parent and the
relevant Buyers (a "Designated Person"). The Designated Person shall resolve
such issues and determine the adjusted Purchase Prices in question. The fees and
expenses of the Designated Person shall be paid one-half by Parent and one-half
by the relevant Buyers.

     (d) If such Sellers and the relevant Buyers are unable to agree on a
Designated Person, Parent shall select a Designated Person (the "Parent
Designated Person") and the relevant Buyers shall select a single Designated
Person (the "Buyer Designated Person"). The Seller Designated Person and the
Buyer Designated Person shall select a third, independent Designated Person (the
"Third Designated Person"). The Parent Designated Person, the Buyer Designated
Person and the Third Designated Person (collectively, the "Designated
Committee") will resolve the issues and will determine, by a majority vote of
the three, the adjusted Purchase Prices in question. Sellers shall pay the fees
and expenses of the Parent Designated Person. The relevant Buyers shall pay the
fees and expenses of the Buyer Designated Person. The fees and expenses of the
Third Designated Person shall be paid one-half by Sellers and one-half by the
relevant Buyers.

     (e) The determination of such adjusted Purchase Prices by the Designated
Person or the Designated Committee, as applicable, shall be binding upon Parent,
the relevant Sellers and the relevant Buyers; provided that any adjusted
Purchase Price so determined shall not exceed the higher of the adjusted
Purchase Prices or be less than the lower of the adjusted Purchase Prices
calculated by Parent and the relevant Buyers.

     (f) Upon resolution of the dispute, Parent and the relevant Buyers shall
promptly direct the Escrow Agent to pay the amount held in escrow and the
interest earned therein in accordance with the decision of the Designated Person
or Designated Committee, as applicable.


                                      16

 
     SECTION 2.07. Intentionally Omitted.

     SECTION 2.08. Adjustments.

     (a) Generally. The following items shall be adjusted and apportioned with
respect to each Property (including the Travelers Property if the Property Sale
Notice shall have been given) between the relevant Seller and the relevant Buyer
as of 12:01 AM on the relevant Closing Date (the "Adjustment Time"), with the
relevant Buyer deemed to be the owner of the relevant Property on the relevant
Closing Date.

     (b) Rents. Rents shall be apportioned as follows:

          (i) Fixed rents. Fixed Rents shall be adjusted and apportioned on an
     if, as and when collected basis.

               (A) If prior to the relevant Closing Date, the relevant Seller
          has received fixed rents from any tenant attributable to periods after
          the Adjustment Time and such tenant has paid all fixed rents and
          additional rents due under its Tenant Lease for all periods prior to
          the Adjustment Time, the relevant Buyer shall be entitled to a credit
          for the amount of such prepaid fixed rents attributable to periods
          after the Adjustment Time.

               (B) Any fixed rents collected by the relevant Buyer or the
          relevant Seller on or after the relevant Closing Date from any tenant
          who owes fixed rents for periods prior to the Adjustment Time shall be
          applied in the following order of priority: (1) first, in payment of
          fixed rents due (or to become due within ten days of such payment) and
          owing to the relevant Buyer by such tenant for all periods after the
          Adjustment Time; and (2) second, in payment of fixed rents owed by
          such tenant for any period prior to the Adjustment Time. Each such
          amount shall be adjusted and apportioned as provided above, and the
          party (the relevant Buyer or the relevant Seller) who receives such
          amount shall promptly pay over to the other party the portion thereof
          to which the other party is entitled.

               (C) The relevant Seller shall have the right, upon prior notice
          to the relevant Buyer, to pursue such tenants who owe past due fixed
          rents, including the right to bring actions or proceedings against any
          tenants for the collection of such past due rents, but shall not be
          entitled to evict such tenants by summary proceedings or otherwise.

               (D) Any payment by a tenant in an amount less than the full
          amount of fixed rents and additional rents then due (or to become due


                                      17

 
          within ten days of such payment) and owing by such tenant shall be
          applied in the following order of priority: (1) first, to fixed rents
          owed by such tenant to be adjusted, apportioned and paid as provided
          in Section 2.08(b)(i)(B) and (2) then, to the additional rents owed by
          such tenant to be adjusted, apportioned and paid as provided in
          Section 2.08(b)(ii)(B).

          (ii) Additional Rents. Additional rents, that is any rents payable by
     tenants under their Tenant Leases other than fixed rents, including:
     percentage rents, real estate tax charges or reimbursements, operating
     expense, heating, air conditioning, electricity, water, cleaning and other
     service charges or reimbursements, cost of living, porter's wage and other
     index (including consumer price index) rents and charges, escalation rents
     and charges, and other rents, charges and reimbursements to the extent any
     such amounts are not included in fixed rents, shall be adjusted and
     apportioned on an if, as and when collected basis.

               (A) If prior to the relevant Closing Date, the relevant Seller
          has received additional rents from any tenant attributable to
          accounting periods after the Adjustment Time and such tenant has paid
          all fixed rents and additional rents due under its Tenant Lease for
          all periods prior to the Adjustment Time, the relevant Buyer shall be
          entitled to a credit for the amount of such prepaid fixed rents
          attributable to accounting periods after the Adjustment Time.

               (B) Any additional rents collected by the relevant Buyer or the
          relevant Seller on or after the relevant Closing Date from any tenant
          who owes additional rents for periods prior to the Adjustment Time
          shall be applied in the following order of priority: (1) first, in
          payment of additional rents due (or to become due within ten days of
          such payment) and owing by such tenant for all periods after the
          Adjustment Time; and (2) second, in payment of additional rents owed
          by such tenant for all periods prior to the Adjustment Time. Each such
          amount shall be adjusted and apportioned as provided above, and the
          party (the relevant Buyer or the relevant Seller) who receives such
          amount shall promptly pay over to the other party the portion thereof
          to which the other party is entitled.

               (C) The relevant Seller shall have the right, upon prior notice
          to the relevant Buyer, to pursue any tenants who owe additional rents,
          including the right to bring actions or proceedings against such
          tenants for the collection of such additional rents, but shall not be
          entitled to evict such tenants by summary proceedings or otherwise.


                                      18

 
               (D) If any additional rents are required to be paid by monthly
          payments on account of estimated expenses or other amounts for any
          calendar year or other applicable accounting period and at the end of
          the accounting period recalculated based upon actual expenses or other
          amounts with appropriate adjustments being made with such tenants,
          then:

                    (1) The estimated monthly payments of such additional rents
               shall be adjusted and apportioned in the same manner as the
               additional rents as provided in Section 2.08(b)(ii)(B); and the
               party (the relevant Buyer or the relevant Seller) who receives
               such estimated monthly payment shall promptly pay over to the
               other party the portion thereof to which the other party is
               entitled.

                    (2) When the final calculation of the actual expenses or
               other amounts is made as of the end of the accounting period: (x)
               if with respect to any tenant the recalculated additional rents
               exceed the estimated monthly payments owed by such tenant for the
               applicable accounting period, the amount of such excess shall be
               apportioned between the relevant Seller and the relevant Buyer as
               of the Adjustment Time, and the relevant Buyer shall, promptly
               after receipt of the excess payment from the tenant, pay the
               relevant Seller the proportion of such excess payment that the
               portion of such accounting period prior to the Adjustment Time
               bears to the entire accounting period; and (y) if with respect to
               any tenant the recalculated additional rents are less than the
               estimated monthly payments owed by such tenant for the applicable
               accounting period, the amount of such shortfall shall be
               apportioned between the relevant Seller and the relevant Buyer as
               of the Adjustment Time, and the relevant Seller shall, promptly
               after receipt of a reasonably detailed statement from the
               relevant Buyer showing the amount of the shortfall and the
               relevant Seller's portion thereof, pay the relevant Buyer the
               proportion of such shortfall that the portion of such accounting
               period prior to the Adjustment Time bears to the entire
               accounting period.

          (iii) Until all amounts required to be paid to the relevant Sellers
     pursuant to this Section 2.08(b) are paid in full, but in no event for a
     period longer than for 12 months after the end of the month in which the
     relevant Closing Date occurs, each Buyer shall furnish to the relevant
     Sellers, monthly on or before the 15th day of each month, a reasonably
     detailed accounting of the amounts collected by such Buyer during the
     preceding month that are to be paid by such Buyer to the relevant Sellers
     pursuant to this Section 2.08(b).


                                      19

 
     (c) Charges under REAs. Fixed charges and additional charges payable by
parties to REAs shall be adjusted and apportioned in the same manner as fixed
rents and additional rents under Tenant Leases; and the provisions of Section
2.08(b) shall be applicable in this Section 2.08(c) as if fully set forth in
this Section, except that in this Section (i) "fixed rents" shall refer to fixed
charges under the applicable REA, (ii) "additional rents" shall refer to
additional charges under the applicable REA, and (iii) "Tenant Lease" shall
refer to the applicable REA.

     (d) Taxes and assessments. Real estate, personal property and similar taxes
and similar assessments and charges shall be adjusted and apportioned on the
basis of the fiscal year for which the same are due and payable when the
Adjustment Time occurs. The relevant Sellers shall receive credits for taxes and
assessments paid and allocable to periods after the Adjustment Time. The
relevant Buyers shall receive credits for unpaid taxes and assessments allocable
to periods prior to the Adjustment Time. If the Adjustment Time occurs before
the tax or assessment rate or the assessed valuation is fixed, the apportionment
shall be estimated (i) if the rate is not fixed, on the basis of the rate for
the immediately preceding fiscal year applied to the latest assessed valuation,
and (ii) if the assessed valuation is not fixed, on the basis of the valuation
for the immediately preceding fiscal year applied to the latest rate. Any
discount received prior to the Adjustment Time for early payment shall be for
the benefit of the relevant Seller. Any interest or penalty assessed prior to
the Adjustment Time for late payment shall be borne by the relevant Seller. If
the tax or assessment in question, without regard to any such discount, interest
or penalty, is higher for one part of the fiscal year than for another (other
than as a result of a reassessment as a result of the sale), the apportionment
shall be based on the aggregate amount of such tax or assessment for the full
fiscal year. If any tax or assessment in question may be paid over more than one
fiscal year (whether or not interest or penalties accrue because payment is
spread over a number of years or a discount is available for earlier payment),
such tax or assessment shall be deemed payable over the maximum number of years
permitted and the apportionment shall be based on the amount payable for the
year in which the Adjustment Time occurs; provided that, if the relevant Seller
has prepaid subsequent years' installments, such Seller shall be entitled to a
credit for such subsequent years' installments as well as its proportionate
share of the installment payable for the year in which the Adjustment Time
occurs.

     (e) Vault charges. Vault charges shall be apportioned in the same manner as
taxes and assessments under Section 2.08(d) on the basis of the fiscal year for
which the same are assessed. The relevant Sellers shall receive credits for
charges paid and allocable to periods after the Adjustment Time. The relevant
Buyers shall receive credits for unpaid charges allocable to periods prior to
the Adjustment Time.

     (f) Water and sewer charges. Water, sewer, frontage and similar charges
that are not based on meters shall be apportioned in the same manner as taxes
and assessments under Section 2.08(d) on the basis of the fiscal period for
which the same are assessed.


                                      20

 
Water sewer, frontage and similar charges that are based on meters shall be
apportioned on the basis of a meter reading taken the day preceding the
Adjustment Time. The relevant Sellers shall receive credits for charges paid and
allocable to periods after the Adjustment Time. The relevant Buyers shall
receive credits for unpaid charges allocable to periods prior to the Adjustment
Time. If a meter reading on the day preceding the Adjustment Time is not
available, the apportionment shall be based on the most recent available meter
reading before the Adjustment Time, projected on a per diem basis to the
Adjustment Time, subject to reapportionment when a meter reading after the
Adjustment Time is available.

     (g)  UTILITY CHARGES.  Utility charges, including electricity, gas, steam,
telephone and other utilities shall be apportioned on the basis of meter
readings taken on the day preceding the Adjustment Time.  The relevant Sellers
shall receive credits for charges paid and allocable to periods after the
Adjustment Time.  The relevant Buyers shall receive credits for unpaid charges
allocable to periods prior to the Adjustment Time.  If meter readings on the day
preceding the Adjustment Time are not available, the apportionments shall be
based on the most recent available meter readings before the Adjustment Time,
projected on a per diem basis to the Adjustment Time, subject to reapportionment
when meter readings after the Adjustment Time became available.

     (h)  FUEL.  Fuel on any Properties shall be apportioned on the basis of
measurements made by the relevant suppliers as near to the Adjustment Time as is
practicable, reasonably adjusted to the quantity of fuel on the Property at the
Adjustment Time.  The value of such fuel shall be determined at the suppliers'
current prices, plus all applicable taxes and surcharges.  The relevant Sellers
shall be entitled to credits for such value.

     (i)  LICENSE FEES.  Fees and charges under transferable licenses and
permits shall be apportioned on the basis of the fiscal year or period for which
the same are assessed. The relevant Sellers shall receive credits for such
charges paid and allocable to periods after the Adjustment Time.  The relevant
Buyers shall receive credits for unpaid charges allocable to periods prior to
the Adjustment Time.

     (j)  SERVICE CONTRACTS.  Fees and charges under Service Contracts shall be
apportioned on the basis of the fiscal year or period for which the same are
charged.  The relevant Sellers shall receive credits for such charges paid and
allocable to periods after the Adjustment Time.  The relevant Buyers shall
receive credits for unpaid charges allocable to periods prior to the Adjustment
Time.  Notwithstanding the foregoing, the Buyers shall not be responsible for
the payment of any charges or fees payable under any Unassigned Contracts.

     (k)  Intentionally omitted.


                                      21

 
     (l)  DEPOSITS.  To the extent that any deposits and advance payments
described in this Section 2.08(l) are assigned to and received by the relevant
Buyer, the relevant Seller shall receive credits for deposits of amounts under
Service Contracts, deposits and advance payments on account of real estate,
personal property and similar taxes and government assessments on charges,
deposits with and advance payments to utility companies, and deposit and advance
payments under the Contracts or the Permitted Encumbrances and other similar
deposits and advance payments and, in each case, for any interest earned
thereon.

     (m)  INTEREST.  To the extent a Buyer assumes any Indebtedness secured by
any Mortgage on a Property, interest and other charges under such Mortgage shall
be apportioned on the basis of the period for which charged.  The relevant
Sellers shall receive credits for such interest or other charges paid and
allocable to periods after the Adjustment Time.  The relevant Buyers shall
receive credits for unpaid interest or other charges allocable to periods prior
to the Adjustment Time.

     (n)  TENANT SECURITY DEPOSITS.  Security deposits of tenants under Tenant
Leases (other than those which are marketable securities, letters of credit or
other non-cash items) shall be transferred on the relevant Closing Date by
crediting to the relevant Buyers the aggregate amount of such security deposits.
No apportionment shall be made of any security deposits properly applied prior
to the Adjustment Time and the relevant Sellers may retain such amounts, but in
the case of security deposits applied during the period commencing on the date
of this Agreement and ending at the Adjustment Time to cover past due rents, the
relevant Sellers may retain such amounts only to the extent that such
application was made with the consent of the relevant Buyers. Security deposits
applied after the Adjustment Time shall be applied in the order of priority set
forth in Section 2.08(b)(i)(B). Security deposits held in the form of marketable
securities shall be assigned and delivered to the relevant Buyers, with the
income earned or accrued thereon (other than any portion thereof to which the
tenants are entitled under their Tenant Leases) credited to the relevant
Sellers. Security deposits held in the form of letters of credit, certificates
of deposit and similar instruments shall be assigned and delivered to the
relevant Buyers on such Closing Date. Security deposits held in other non-cash
forms shall be delivered to the relevant Buyers at the Closing. After the
relevant Closing, the relevant Buyers shall indemnify, hold harmless and defend
the relevant Sellers and their Affiliates from and against any and all Damages
with respect to security deposits transferred to them, or with respect to which
they have received a credit, pursuant to this Section 2.08(n). Promptly after
such Closing, the relevant Buyers shall give such notice to the tenants whose
security deposits are transferred to them, or with respect to which they have
received a credit, pursuant to this Section 2.08(n), that they hold such
security deposits.

     (o)  TENANT IMPROVEMENTS.  Seller shall be responsible for paying all
tenant improvement costs and reimbursements payable under all Tenant Leases
executed prior 

                                      22

 
to the Second Closing Date with respect to the Development Properties. In the
case of tenant improvement work, tenant improvement allowances or other
reimbursements to be paid or performed by the landlord under any other Tenant
Lease, the relevant Buyer shall be responsible for paying for and performing
such work and paying such allowances and reimbursements after the Adjustment
Time, and (A) if the Tenant Lease was executed (or the renewal, extension or
additional space option requiring such work or reimbursement was exercised or
executed) prior to the date of this Agreement, the relevant Buyer will receive a
credit for the cost of performing such work after the Adjustment Time and the
amount of any such reimbursements and allowances not paid by the relevant Seller
prior to the Adjustment Time; and (B) if the Tenant Lease was executed (or the
renewal, extension or additional space option requiring such work or
reimbursement was exercised or executed) on or after the date of this Agreement
but prior to the Adjustment Time, the cost of performing such work (whether to
be performed before or after the Adjustment Time) and such reimbursements and
allowances will be apportioned between the relevant Seller and the relevant
Buyer, with the relevant Seller to be allocated the proportion of such costs,
reimbursements and allowances that is equal to the proportion that the term of
such Tenant Lease that is prior to the Adjustment Time bears to the entire term
of such Tenant Lease, and the relevant Buyer to be allocated the remainder of
such costs, reimbursements and allowances. The references to "term of such
Tenant Lease" in the immediately preceding sentence mean the term of such Tenant
Lease that includes the Adjustment Time and commences on the latest to occur of:
the first day of the original term of the Tenant Lease for which fixed rent is
payable and the first day of the latest renewal or extension of such Tenant
Lease for which fixed rent is payable. The relevant Seller shall receive a
credit for the amount by which the costs, reimbursements and allowances actually
paid or to be paid by the relevant Seller exceed the relevant Seller's
apportioned share of the total costs of performing such work (based on the
relevant Seller's budgeted cost for such work) and the total of such
reimbursements and allowances. The relevant Buyers shall receive a credit for
the amount by which the relevant Seller's apportioned share of the total costs
of performing such work (based on the relevant Seller's budgeted cost for such
work) and the total of such reimbursements and allowances exceeds the costs,
reimbursements and allowances actually paid or to be paid by the relevant
Seller.

     (p)  LEASING AND BROKERAGE COMMISSIONS.  Seller shall be responsible for
paying all leasing and brokerage commissions payable in respect of all Tenant
Leases executed prior to the Second Closing Date with respect to the Development
Properties.  Leasing or brokerage commissions shall be apportioned (A) in the
case of Tenant Leases made prior to the date of this Agreement (other than for
Development Properties), to the relevant Sellers and the relevant Sellers shall
indemnify, hold harmless and defend the relevant Buyers from and against Damages
relating to leasing or brokerage commissions payable in connection with such
Tenant Leases and (B) in the case of Tenant Leases (other than Tenant Leases
executed prior to the Second Closing Date with respect to Development
Properties) made after the date of this Agreement and prior to the Adjustment
Time, 


                                      23

 
between the relevant Buyer and the relevant Seller, with the relevant Seller to
be allocated the proportion of such commissions that is equal to the proportion
that the term of such Tenant Lease that is prior to the Adjustment Time bears to
the entire term of such Tenant Lease, and the relevant Buyer to be allocated the
remainder of such commissions. The references to "term of such Tenant Lease" in
the immediately preceding sentence mean the term of such Tenant Lease that
includes the Adjustment Time and commences on the latest to occur of: the first
day of the original term of the Tenant lease for which any such commissions are
payable and the first day of the latest renewal or extension of such Tenant
Lease for which any such commissions are payable. The relevant Seller shall
receive a credit for the amount by which the commissions actually paid or to be
paid by the relevant Seller exceed the relevant Seller's apportioned share of
such commissions. The relevant Buyer shall receive a credit for the amount by
which the relevant Seller's apportioned share of such commissions exceeds the
commissions actually paid or to be paid by the relevant Seller. No adjustment
shall be made for any leasing or brokerage commissions payable after the
Adjustment Time as a consequence of an event including any renewal, expansion
and similar events occurring after the Adjustment Time, and the relevant Buyers
shall indemnify, hold harmless and defend the relevant Sellers from and against
Damages relating to leasing or brokerage commissions payable after the
Adjustment Time arising out of events occurring after the Adjustment Time.

     (q)  INSURANCE PREMIUMS.  No existing insurance policies are to be assigned
to the relevant Buyers, and no adjustment for insurance premiums shall be made.

     (r)  OTHER ADJUSTMENTS.  Other items of income from, or expense of, the
Properties and other Purchased Assets shall be apportioned between the relevant
Seller and the relevant Buyer in accordance with generally accepted accounting
principles applied in a manner consistent with this Agreement.

     (s)  NET APPORTIONMENTS.

            (i)    If the net amounts of the apportionments for the respective
     Properties made pursuant to this Section 2.08(b) through (s) inclusive
     result in amounts due the relevant Sellers for the respective Properties,
     such amounts shall be added to the relevant Purchase Prices and be payable
     as provided in Section 2.05(a)(i) or Section 2.05(b)(i) (as applicable).

            (ii)   If the net amounts of the apportionments for the respective
     Properties made pursuant to this Section 2.08(b) through (s) inclusive
     result in amounts due the relevant Buyer for the respective Properties,
     such amounts shall be subtracted from the relevant Purchase Prices as
     provided in Section 2.05(a)(i) or Section 2.05(b)(i) (as applicable).


                                      24

 
            (iii)  If any adjustment is made pursuant to this Section 2.08 based
     on any estimated amount, such adjustment will be recalculated when the
     relevant actual amount is determined, and the relevant Buyer shall then
     promptly pay to the relevant Seller, or the relevant Seller shall then
     promptly pay to the relevant Buyer, the amount necessary to cause the
     apportionment of the actual amount to be made between the relevant Buyer
     and the relevant Seller in accordance with this Section 2.08, such
     adjustment to be made not later than December 31, 1999.

     SECTION 2.09.  REAL ESTATE TAX REFUNDS. All real estate tax and assessment
protests and claims for fiscal year in which the relevant Closing occurs shall
be prosecuted under the relevant Buyer's direction and control and any tax
savings or refunds relating to such Year, less (i) such Buyer's reasonable costs
including reasonable attorneys' fees and (ii) any sums due to tenants under
Tenant Leases, shall be apportioned and shared by such Buyer with the relevant
Seller in the same manner as such taxes and assessments are shared under Section
2.08(d). All real estate tax assessment protests and claims for fiscal years
prior to the year in which the relevant Closing occurs shall be prosecuted by
the relevant Seller and any tax savings or refunds shall belong to such Seller.
If any tax refund for any such year prior to the year in which such Closing
occurs is made by a credit against the payment of taxes due in a subsequent
year, the relevant Seller shall be entitled to receive from the relevant Buyer
the amount of such credit. Within 10 days after receipt of any such tax refunds
or credits that are to be paid to or shared with any Seller, the relevant Buyer
shall notify such Seller thereof and pay such Seller its share thereof.

     SECTION 2.10.  DEPOSIT; LETTERS OF CREDIT. (a) Within two business days
after the date of this Agreement, the Buyers shall deposit with Chicago Title
Insurance Company (the "ESCROW AGENT"), the sum of $20,000,000 (the "DEPOSIT")
as follows: (i) EOP shall deposit with the Escrow Agent a letter of credit
("LETTER OF CREDIT") in the amount of $8,750,000 issued by NationsBank
substantially in the form of Exhibit D hereto and expiring not sooner than
December 31, 1998; and (ii) Weeks shall deposit with the Escrow Agent a Letter
of Credit in the amount of $5,000,000 issued by Wachovia Bank, N.A.
substantially in the form of Exhibit D hereto and expiring not sooner than
December 31, 1998; and (iii) Duke shall deposit with the Escrow Agent the sum of
$6,250,000 by wire transfer of immediately available funds to the Escrow Agent
to such account as the Escrow Agent may specify. If any Buyer shall fail to
deliver its share of the Deposit to the Escrow Agent within two business days
after the date of this Agreement, Parent may terminate this Agreement in its
entirety or (at Parent's election) with respect to the Buyer who failed to
deliver its share of the Deposit, upon not less than two business days notice to
the Buyers. If Parent gives such notice of termination, this Agreement shall
terminate in its entirety or with respect to the Buyer who failed to deliver its
share of the Deposit (as specified in such notice of termination) at the end of
such notice period, unless by the end of such notice period the Buyer who failed
to deliver its share of the Deposit (or the other Buyers) shall have delivered
to the Escrow Agent immediately available funds for

                                      25

 
the amount of the Deposit that was to have been delivered by the Buyer who
failed to deliver its share of the Deposit. If Parent terminates this Agreement
in its entirety in accordance with the foregoing, Parent shall be entitled to
receive and retain the entire Deposit Amount as liquidated damages; and,
accordingly, Parent shall have the right to cause the Escrow Agent to draw the
full amount of any Letters of Credit deposited with the Escrow Agent and
instruct the Escrow Agent to deliver the amounts drawn thereunder and any other
Deposit Amount received or held by the Escrow Agent (i.e., proceeds and Deposit
Amounts attributable to Buyers who delivered their share of the Deposit) to
Parent. The Escrow Agent's obligations to so deliver such Deposit Amount to
Parent shall be in accordance with terms of the Escrow Agreement (defined
below). The retention of such proceeds and Deposit Amounts shall be Parent's and
the Sellers' sole remedy in the event of such termination of this Agreement in
its entirety in accordance with the provisions of this Section 2.10(a).The
parties acknowledge that actual damages in such event will be difficult to
ascertain and that retention of such proceeds and Deposit Amounts constitutes
liquidated damages.

     (b)  The Deposit (i.e., the Letters of Credit deposited with the Escrow
Agent pursuant to Section 2.01(a) , the amounts drawn under the Letters of
Credit and the cash deposit pursuant to Section 2.01(a)) shall be held and
distributed in accordance with the terms of the escrow agreement attached hereto
as Exhibit C (the "ESCROW AGREEMENT").

     (c)  If any Buyer Breach Condition exists, Parent shall have the right to
cause the Escrow Agent to draw the full amount of the Letters of Credit
deposited with the Escrow Agent pursuant to Section 2.01(a) (including the
amounts of any Letters of Credit deposited by any Buyers who are not the subject
of such Buyer Breach Condition). The cash deposit (i.e., the amounts drawn under
the Letters of Credit deposited with the Escrow Agent pursuant to Section
2.01(a) , the cash amount deposited with the Escrow Agent pursuant to Section
2.01(a) and any interest earned thereon (the "DEPOSIT AMOUNT")) shall be held
and distributed in accordance with the Escrow Agreement.

     (d)  If any Buyer Breach Condition exists and this Agreement is terminated
in its entirety or with respect to any Buyer by Parent pursuant to Section 12.01
(a)(ii) (except as provided in paragraph (e) below) or Section 12.01(b) , then
Parent shall be entitled to receive and retain the entire Deposit Amount
(including any portions of the Deposit Amount that are attributable to any
Buyers who are not the subject of such Buyer Breach Condition) as liquidated
damages. The retention of the entire Deposit Amount shall be Parent's and the
Sellers' sole remedy in the event of such Buyer Breach Condition and such
termination. The parties acknowledge that actual damages in such event will be
difficult to determine and that retention of the entire Deposit Amount
constitutes liquidated damages.

     (e)  If this Agreement is terminated (i) pursuant to Section 12.01(a)(i) ,
or (ii) pursuant to Section 12.01(a)(ii) under circumstances where either (x) no
Buyer Breach

                                      26

 
Condition exists, or (y) a Seller Breach Condition exists, or (iii) pursuant to
Section 5.05, or (iv) pursuant to Section 6.04, or (v) pursuant to Section 6.05,
or (vi) pursuant to Section 704, or (vi pursuant to Section 1201, the Letters of
Credit and Deposit Amount (including any interest earned thereon), as
applicable, shall be returned to the relevant Buyers.

     (f)  Upon consummation of the First Closing (i) the Deposit Amount
(including the accrued interest accrued to date) attributable to the Properties
purchased by Duke at the First Closing shall be credited against the payment of
the Purchase Prices payable by Duke for such Properties; (ii) the Letter of
Credit amounts for Weeks shall be reduced by the Deposit amounts attributable to
the Properties purchased by Weeks at the First Closing; (iii) with respect to
the Walker Building, the cash Deposit of Duke attributable to such Property
shall be credited against the payment of the Purchase Price for such Property to
be paid by Duke and the Letter of Credit amounts for EOP and Weeks shall be
reduced respectively by the amounts of the Purchase Price for such Property to
be paid by EOP and Weeks; (iv) EOP and Weeks shall deposit new Letters of Credit
in the reduced amounts, issued by the same issuers (or other issuers approved by
Parent) in the form of Exhibit D hereto and expiring not sooner than December
31, 1998; and (v) upon receipt of such new Letters of Credit, the Escrow Agent
shall return to EOP and Weeks the Letters of Credit originally deposited
pursuant to Section 2.01(a).

     (g)  Upon consummation of the Second Closing, (i) the Deposit Amount
(including the accrued interest) attributable to the Properties purchased by
Duke at the Second Closing shall be credited against the payment of the Purchase
Prices payable by Duke for such Properties; provided that any amount in dispute
pursuant to Section 2.06(c) shall be held by the Escrow Agent pursuant to such
Section and the Escrow Agreement, such amounts to be distributed pursuant to
Section 2.06(f) ; and (ii) the Letters of Credit deposited by EOP and Weeks
shall be returned to them; provided that EOP and Weeks shall deposit with the
Escrow Agent in cash any amounts in dispute pursuant to Section 2.06(c) , such
amounts to be held by the Escrow Agent pursuant to the Escrow Agreement and
distributed pursuant to Section 2.06(f).

     SECTION 2.11.  APPORTIONMENTS WITH RESPECT TO PARTNERSHIP INTEREST.  (a) On
and as of the dates hereinafter specified, the relevant Seller shall deliver to
the relevant Buyer the tentative and final statements of the "net assets" or
"net liabilities" of the Partnership described in this Section 2.11.  The
statements shall be prepared by the relevant Seller in accordance with generally
accepted accounting principles consistently applied and consistent with the
Partnership's audited financial statements as of September 30, 1997 attached
hereto as Schedule 2.11, except for the items noted below in this Section 2.11.
The statements shall be itemized in reasonable detail.  The statements shall
reflect the "net assets" (i.e. current assets in excess of current liabilities)
or "net liabilities" (i.e. current liabilities in excess of current assets) of
the Partnership on the date so specified.


                                      27

 
     (b)  The tentative statement shall be prepared by the relevant Seller as of
the end of the month preceding the month in which the relevant Closing Date
occurs and shall be delivered by the relevant Seller to the relevant Buyer not
later than five business days prior to the scheduled Closing Date. Based upon
the tentative statement the following adjustments to Purchase Price for the
Partnership Interest shall be made at the Closing: (i) the Purchase Price for
the Partnership Interest shall be increased by 100% of the "amount due
affiliates" reflected on the tentative statement (provided that the "affiliates"
to which such amounts are due is the relevant Seller and/or Affiliates of the
relevant Seller and such "amounts due affiliates" have not been outstanding for
more than 30 days); and (ii) (A) if the tentative statement reflects net assets,
the Purchase Price for the Partnership Interest shall be increased by 30% of
such net assets; or (B) if the tentative statement reflects net liabilities, the
Purchase Price for the Partnership Interest shall be decreased by 30% of such
net liabilities. The net amount of such adjustments, positive or negative, as
the case may be, shall be added to or subtracted from Purchase Price for the
Partnership Interest pursuant to Section 2.05(a)(i). The amounts due affiliates
shall be for advances made by the relevant Seller or an Affiliate of the
relevant Seller to or for the benefit of the Partnership to cover bona fide
obligations of the Partnership (to compensate for short-term timing differences
between the dates on which rent under the Lease is received and payments under
the Mortgage Note are due) and which are payable by the Partnership not later
than 30 days after the initial advance. The relevant Seller shall assign, or
cause the affiliates to which such amounts are due to assign, such receivables
to the relevant Buyer at the relevant Closing.

     (c)  The final statement of the "net assets" or "net liabilities" of the
Partnership shall be prepared as of the relevant Closing Date and delivered by
the relevant Seller to the relevant Buyer not later than 15 business days after
the relevant Closing Date.  Based upon the final statement, the following post-
Closing adjustments to the Purchase Price for the Partnership Interest  shall be
made: (i) (A) if the final statement reflects an increase in net assets over
that reported in the tentative statement (i.e. a greater net asset amount,  or a
lesser net liability amount, or a net liability amount changing to a net asset
amount), the relevant Buyer shall pay the relevant Seller 30% of such increase
in net assets; or (B) if the final statement reflects a decrease in net assets
from that reported in the tentative statement (i.e. a lesser net asset amount,
or a greater net liability amount, or a net asset amount changing to a net
liability amount), the relevant Seller shall pay the relevant Buyer 30% of such
decrease in net assets; and (ii) (A) if the final statement reflects an amount
due affiliates that is greater than the amount due affiliates on the tentative
statement, the relevant Buyer shall pay the relevant Seller 100% of such
increase in the amount due affiliates (and the relevant Seller shall assign, or
cause the affiliates to assign their respective receivables to the relevant
Buyer as provided in Section 2.11(b)); or (B) if the final statement reflects an
amount due affiliates that is less than the amount due affiliates on the
tentative statement, the relevant Seller shall pay the relevant Buyer 100% of
such decrease in the amount due affiliates.  The net amount of such adjustments
shall 


                                      28

 
be paid by the relevant Buyer to the relevant Seller or the relevant Seller to
the relevant Buyer, as the case may be, within five business days after receipt
of the final statement.

     (d)  The above statements shall be prepared on the following basis: (i) the
assets shall exclude all investments in real estate; (ii) the liabilities shall
exclude all amounts included as mortgage payable (including as an excluded item
any unamortized mortgage costs (except interest payable on the Mortgage, which
shall be included as a liability)); (iii) any amounts due affiliates are to be
included as liabilities; (iv) the statements will not reflect an amount for
partners' capital (deficit) and, instead, will reflect the amount of net assets
or net liabilities, appropriately designated; (v) monthly rent receivables more
than 30 days old will not be included as assets but will be payable post-Closing
if, as and when collected, with collections to be applied, first to the then
current month's rent when collected and, then to past due rents, with the
receivable that has then most recently accrued being satisfied first; (vi)
additional rent receivables for reimbursement items under Tenant Leases (e.g.,
real estate taxes) that are more than 30 days old will not be included as assets
but will be payable post-Closing if, as and when collected as provided in
Section 2.08; and (vii) unless otherwise noted, all other amounts and accounts
are to be included in accordance with generally accepted accounting principles
consistently applied with the Partnership's audited financial statements as of
September 30, 1997.

     (e)  If the relevant Seller is owed any amounts under this Section 2.11
post-Closing, the relevant Buyer shall cause the Partnership to enforce
collection thereof in the same manner that it enforces collection of other
amounts owed to it, and the relevant Buyer shall account to the relevant Seller
for any such amounts (net of costs of collection) collected by the Partnership
or the relevant Buyer and owed to the relevant Seller and pay over such amounts
owed to the relevant Seller.

     (f)  The relevant Seller and the relevant Buyer shall jointly engage KPMG
Peat Marwick LLP to prepare the final statement, and the relevant Seller and the
relevant Buyer shall share equally the cost of the preparation of such
statement, such shares of such cost to be paid promptly after receipt of the
accountants' bill.  The relevant Buyer shall cause the Partnership's current
accountant, KPMG Peat Marwick LLP,  to prepare all tax returns for the
Partnership and its partners (including the relevant Seller) covering any period
ending on or before the relevant Closing Date, shall cause such accountants to
furnish drafts thereof to the relevant Seller for review and comment at least 30
days before the same are to be filed, and shall cause such tax returns to be
filed as and when due.  The relevant Seller and the relevant Buyer shall share
equally the cost for such accountants to prepare such returns. The relevant
Seller and the relevant Buyer shall furnish or cause to be furnished to each
other, upon request, as promptly as practicable, such information and assistance
relating to the Partnership Interest (including, access to books and records) as
is reasonably necessary for the filing of all tax returns, the making of any
election relating to taxes, the preparation for any audit by any taxing
authority, and the prosecution or defense of any claim, suit or proceeding
relating to any tax.  The 


                                      29

 
relevant Seller and the relevant Buyer shall retain for a period of at least six
years following the relevant Closing Date all books and records with respect to
taxes pertaining to the Partnership Interest for the year in which the relevant
Closing Date occurs. At the end of such period, each party shall provide the
other with at least ten days prior written notice before destroying any such
books and records, during which period the party receiving such notice can elect
to take possession, at its own expense, of such books and records. The relevant
Seller and the relevant Buyer shall cooperate with each other in the conduct of
any audit or other proceeding relating to taxes involving the Partnership
Interest. After the relevant Closing, subject to the provisions of the
Partnership Agreement, the relevant Buyer shall afford, and cause the
Partnership to afford, promptly to the relevant Seller and its agents reasonable
access to the Partnership's books, records and auditors to the extent reasonably
necessary to permit the relevant Seller to determine any matter relating to its
rights and obligations under this Agreement or to any period ending on or prior
to the Closing Date.

     (g)  If the Property Sale Notice is given, adjustments with respect to the
Travelers Property shall be made in accordance with Section 2.08.

     SECTION 2.12.  WALKER BUILDING.  Parent agrees that the Buyers and their
Affiliates may form a partnership or limited liability company to purchase the
Walker Building and related Purchased Assets, to assume the related Assumed
Obligations and to have the rights hereunder and to pay and perform and be
subject to all of the obligations hereunder in connection therewith and, in such
event, references to the relevant Buyer hereunder shall mean such partnership or
limited liability partnership; provided that if any such partnership or limited
liability company fails to pay or perform any obligations as a Buyer hereunder,
EOP, Duke and Weeks shall be jointly and severally liable to Parent and the
relevant Sellers for all such obligations.


                                   ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF PARENT

     Parent represents and warrants to each Buyer (with respect to itself, each
Seller and the Properties listed as to be purchased by such Buyer on Exhibit A
hereto) as of the date hereof and as of the relevant Closing Date that:

     SECTION 3.01.  CORPORATE EXISTENCE AND POWER.  Parent and each Seller is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of its incorporation and has all corporate powers and
all governmental licenses, authorizations, permits, consents and approvals
required to consummate the transactions contemplated by this Agreement.


                                      30

 
     SECTION 3.02.  CORPORATE AUTHORIZATION.  The execution, delivery and
performance by Parent of this Agreement and the Escrow Agreement and the
consummation by Parent and each Seller of the transactions contemplated hereby
and thereby are within their respective corporate powers and have been duly
authorized by all necessary corporate action by Parent and each Seller. This
Agreement and the Escrow Agreement constitute valid and binding agreements of
Parent.

     SECTION 3.03.  GOVERNMENTAL AUTHORIZATION.  The execution, delivery and
performance by Parent of this Agreement and the Escrow Agreement and the
consummation by Parent and each Seller of the transactions contemplated hereby
and thereby require no action by or in respect of, or filing with, any
governmental body, agency or official.

     SECTION 3.04.  NONCONTRAVENTION.  The execution, delivery and performance
by Parent of this Agreement and the Escrow Agreement and the consummation by
Parent and each Seller of the transactions contemplated hereby and thereby do
not and will not (i) violate the certificate of incorporation or bylaws of
Parent or any Seller, (ii) violate any applicable law, rule, regulation,
judgment, injunction, order or decree, (iii) assuming all Required Consents are
obtained, constitute a default under or give rise to any right of termination,
cancellation or acceleration of any right or obligation of any Seller relating
to its Property or Properties, or to a loss of any benefit relating to such
Property or Properties to which such Seller is entitled, under any provision of
any agreement or other instrument binding upon or benefitting such Seller
relating to such Property or Properties or (iv) result in the creation or
imposition of any Lien on such Property or Properties, except for Permitted
Encumbrances.

     SECTION 3.05.  REQUIRED CONSENTS.  Schedule 3.05 sets forth each agreement
or other instrument binding on each Seller relating to its Property or
Properties and requiring a consent or other action by any person as a result of
the execution, delivery and performance of this Agreement, except such consents
or actions as would not, have a Material Adverse Effect if not received or taken
by the relevant Closing Date (the "REQUIRED CONSENTS"). All Required Consents
necessary for the relevant Closing shall have been obtained on or prior to the
relevant Closing Date.

     SECTION 3.06.  PROPERTIES. (a) Schedule 3.06(a) lists, with respect to each
Property:

     (i)  the name of the Property;

     (ii) the Seller that owns such Property and the Buyer that is to purchase 
such Property;
         

                                      31

 
     (iii)  the street address and real estate tax identification number of such
Property;

     (iv)   the legal description of such Property;

     (v)    the most recent title commitment, certificate or other report with
respect to such Property (collectively for each Property a "TITLE REPORT", in
each case issued by Chicago Title Insurance Company, National Business Unit (the
"TITLE COMPANY") 7616 LBJ Freeway, Suite 300, Dallas, TX 75251-1106, Attention:
Konrad Kaltenbach);

     (vi)   the most recent title insurance policy or policies held by the
relevant Seller with respect to such Property (collectively for each Property a
"TITLE POLICY");

     (vii)  the most recent survey or surveys held by the relevant Seller with
respect to such Property (collectively for each Property a "SURVEY");

     (viii) any mortgage, deed of trust, deed to secure debt or similar 
instrument or instruments and the note or other obligation or obligations
secured thereby, including any material modifications thereof (each such
instrument, the obligation secured thereby and the modifications thereof being a
"MORTGAGE");

     (ix)   any reciprocal easement or similar agreement or agreements relating
to such Property, including any material modifications thereof (each such
agreement and the modifications thereof being an "REA");

     (x)    all brokerage and commission agreements binding upon the relevant
Seller with respect to such Property, including all material modifications
thereof (each such agreement and the modifications thereof being a "BROKERAGE
CONTRACT");

     (xi)   any third-party management agreements binding the relevant Seller
relating to such Property, including any material modifications thereof (each
such agreement and the modifications thereof being a "MANAGEMENT CONTRACT");

     (xii)  any other material service agreements binding upon the relevant 
Seller with respect to such Property, including any material modifications
thereof (each such agreement and the modifications thereof being a "SERVICE
CONTRACT");

     (xiii) any material development, construction, design, architectural,
engineering or similar agreements binding upon the relevant Seller with respect
to 

                                      32

 
such Property, including any material modifications thereof (each such agreement
and the modifications thereof being a "DEVELOPMENT CONTRACT"); and

     (xiv)  with respect to the Properties listed on Schedule 2.06  (other than
Colonnade I and II and Centerport Distribution Center), the plans and
specifications and change orders to date for the construction of improvements
thereon and the applicable Development Contracts.

     (b)  The rent roll attached hereto as Schedule 3.06(b) (the "RENT ROLL")
lists all leases and other occupancy agreements relating to each Property (each
such lease or occupancy agreement and the modifications thereof, including any
assignment thereof to the current tenant thereunder, being a "TENANT LEASE").
Except as provided in any Tenant Lease, there are no written or oral agreements
affecting any of the Properties extending to any tenant or other person any
current or future leasing or other occupancy rights, including without
limitation options to purchase, expansion options, cancellation provisions,
rights of first refusal or extension options. Sellers have received no advance
payments of rent (other than for the current month) on account of any of the
Tenant Leases, except as shown on the Rent Roll. All obligations of the relevant
Sellers under the Tenant Leases (including any tenant improvement work) which
are required to be performed on or before the relevant Closing Date shall be
performed prior to such Closing Date at no cost to the relevant Buyers (except
as otherwise provided in Section 2.08).

     No right or claim of set-off against rent has been asserted by any tenant
under any Tenant Lease.  To the knowledge of Parent, neither Parent nor any
Seller has (i) received a written notice from any tenant threatening to claim a
material breach by the relevant Seller or to vacate any of the Properties or 
(ii) agreed to release any guarantor(s) of any Tenant Lease.

     (c)  Upon execution and delivery thereof by the relevant Seller (with the
actual or deemed consent of the relevant Buyer in accordance with Section 5.01)
and the other party or parties thereto of any document described in Schedule
3.06(c) as a pending new, or pending modification of an existing, Mortgage, REA,
Tenant Lease, Brokerage Contract, Management Contract, Service Contract,
Development Contract or other Contract, the same shall constitute a Mortgage,
REA, Tenant Lease, Brokerage Contract, Management Contract, Service Contract,
Development Contract or other Contract or modification of any thereof, as the
case may be, and shall be deemed to be disclosed and scheduled pursuant to this
Section 3.06 or Section 3.07 as applicable.

     (d)  Each Mortgage, REA, Tenant Lease, Brokerage Contract, Management
Contract, Service Contract, Development Contract, commitment, agreement or other
contract listed on Schedule 3.06(a), Schedule 3.06(b), Schedule 3.06(c) or
Schedule 3.07 (each a "CONTRACT") is a valid and binding agreement of, or valid
and binding on, the

                                      33

 
relevant Seller, has not been modified in any material respect except as set
forth in Schedule 3.06 or Schedule 3.07 (as applicable), and is in full force
and effect; and, to Parent's knowledge, neither the relevant Seller nor any
other party to such Contract or the Golden Hills Development Agreement and the
relevant escrow agreement is in default or breach in any material respect under
the terms thereof, except for any such defaults set forth in Schedule 3.06(a),
Schedule 3.06(b), Schedule 3.06(c) or Schedule 3.07.

     SECTION 3.0.7  OTHER MATERIAL CONTRACTS.  Except as described in Section 
3.06 or set forth in Schedule 3.06(a), Schedule 3.06(b), Schedule 3.06(c) or
Schedule 3.07, no Seller is a party to or bound by:

     (i)   any lease of personal property included in the Purchased Assets
providing for annual rentals of $25,000 or more that cannot be terminated on not
more than 60 days' notice without payment by the relevant Seller of any material
penalty;

     (ii)  any lease or sublease relating to any Property under which a Seller
is lessor, lessee, sublessor or sublessee;

     (iii) any material third-party partnership, joint venture or other similar
agreement or arrangement with respect to any of the Properties;

     (iv)  any agreement relating to the acquisition or disposition of any of 
the Properties (whether by merger, sale of stock, sale of assets or otherwise);

     (v)   any agreement relating to any Indebtedness secured by any of the
Properties or the deferred purchase price of any of the Properties; or

     (vi)  any brokerage agreement with respect to any of the Properties.

     Section 3.08.  Intentionally omitted.

     SECTION 3.09.  LITIGATION.  Except as set forth in Schedule 3.09, there is
no action, suit, investigation or proceeding pending against or, to the
knowledge of Parent, threatened against or affecting, the Sellers, the
Properties or the transactions contemplated by this Agreement before any court
or arbitrator or any governmental body, agency or official.

     SECTION 3.10.  COMPLIANCE WITH LAWS AND COURT ORDERS.  Except as set forth
on Schedule 3.10, to the knowledge of Parent, no Property or Seller is in
injunction, order or decree (other than Environmental Laws as to which Section
3.14 shall apply).

                                      34

 
     SECTION 3.11.   INSURANCE COVERAGE.  Schedule 3.11 sets forth a list of all
insurance policies and fidelity bonds relating to the Properties, the business
and operation of the Sellers and their officers and employees; and true and
complete copies of such insurance policies and fidelity bonds have been made
available to the Buyers.  There are no material claims by Seller pending under
any of such policies or bonds as to which coverage has been questioned, denied
or disputed by the underwriters of such policies or bonds or in respect of which
such underwriters have reserved their rights.

     SECTION 3.12.   BROKERS AND FINDERS. Except for Goldman, Sachs & Co., whose
fees will be paid by the Parent, there is no investment banker, broker, finder
or other intermediary which has been retained by or is authorized to act on
behalf of Parent or the Sellers who might be entitled to any fee or commission
in connection with this Agreement or the transactions contemplated hereby.

     SECTION 3.13.   ERISA.  Seller's rights under this Agreement and the
Properties do not constitute "plan assets" subject to Title I of ERISA.

     (a)  Schedule 3.13 identifies each Benefit Arrangement.  The Sellers have
made available to the Buyers copies or descriptions of each Benefit Arrangement
(and, if applicable, related trust agreements) and all amendments thereto and
written interpretations thereof.

     SECTION 3.14.   ENVIRONMENTAL COMPLIANCE.  Except as disclosed on Schedule
3.14 or in the environmental audits or reports heretofore made available to the
Buyers, to the knowledge of Parent and Sellers:

     (i)  no written notice, request for information, order, complaint or
penalty has been received, and there are no judicial, administrative or other
actions, suits or proceedings pending or threatened which allege a violation of
any Environmental Law, in each case relating to the Properties and arising out
of any Environmental Law; and

     (ii) there has been no written environmental audit conducted within the
past five years by the Sellers or any of their Affiliates of any of their
Properties which has not been made available or made available to the Buyers
prior to the date hereof.

     SECTION 3.15.   PARTNERSHIP FINANCIAL STATEMENTS. The audited balance sheet
of the Partnership as of September 30, 1997 and the related statements of
operations, partners' deficit and cash flows for the year ended September 30,
1997, attached hereto as Schedule 2.11, fairly present, in conformity with
generally accepted accounting principles applied on a consistent basis (except
as may be indicated in the notes thereto), the financial position of the
Partnership as of the dates thereof and the results of operations,


                                      35

 
partners' deficit and cash flows for the period then ended; and since said date,
the business of the Partnership has been conducted in the ordinary course
consistent with past practices and there has not been any event or occurrence
which has had a material adverse effect on the financial position of the
Partnership.



                                   ARTICLE 4

                    REPRESENTATIONS AND WARRANTIES OF BUYER

     Each Buyer represents and warrants to Parent and the Sellers as of the date
hereof and as of the Closing Date that:

     SECTION 4.01.  EXISTENCE AND POWER.  Such Buyer is a corporation,
partnership or limited liability company duly incorporated or formed, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and has all corporate, partnership or limited
liability company powers and all material governmental licenses, authorizations,
permits, consents and approvals required to consummate the transactions
contemplated by this Agreement.

     SECTION 4.02.  AUTHORIZATION.  The execution, delivery and performance by
such Buyer of this Agreement and the Escrow Agreement and the consummation of
the transactions contemplated hereby and thereby are within the powers of such
Buyer and have been (or at closing shall have been) duly authorized by all
necessary corporate, partnership or limited liability company action on the part
of such Buyer.  This Agreement and the Escrow Agreement constitute valid and
binding agreements of such Buyer.

     SECTION 4.03.  GOVERNMENTAL AUTHORIZATION.  The execution, delivery and
performance by such Buyer of this Agreement and the Escrow Agreement and the
consummation of the transactions contemplated hereby and thereby require no
material action by or in respect of, or material filing with, any governmental
body, agency or official.

     SECTION 4.04.  NONCONTRAVENTION. The execution, delivery and performance by
such Buyer of this Agreement and the Escrow Agreement and the consummation of
the transactions contemplated hereby and thereby do not and will not (i) violate
the certificate of incorporation, bylaws, partnership documents or limited
liability company documents of such Buyer, (ii) violate any applicable law,
rule, regulation, judgment, injunction, order or decree, (iii) require any
consent or other action by any person under, constitute a default under or give
rise to any right of termination, cancellation or acceleration of any right or
obligation or to a loss of any benefit to which such Buyer is entitled under any


                                      36

 
provision of any agreement or other instrument binding upon such Buyer or (iv)
result in the creation or imposition of any Lien on any asset of such Buyer.

     SECTION 4.05.  FINANCING.  Such Buyer has, or will have prior to the
Closing, sufficient cash, available lines of credit or other sources of
immediately available funds to enable it to make payment of the Purchase Prices
for the Properties in its Property Group and any other amounts to be paid by it
hereunder.

     SECTION 4.06.  LITIGATION.  There is no action, suit, investigation or
proceeding pending against, or to the knowledge of such Buyer threatened against
or affecting, such Buyer before any court or arbitrator or any governmental
body, agency or official which in any manner challenges or seeks to prevent,
enjoin, alter or materially delay the transactions contemplated by this
Agreement.

     SECTION 4.07.  BROKERS AND FINDERS.  There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of such Buyer who might be entitled to any fee or commission from
Parent, any Seller or any of their Affiliates in connection with this Agreement
or the transactions contemplated hereby.

     SECTION 4.08.  INSPECTIONS; NO OTHER REPRESENTATIONS; WAIVER OF CLAIMS.  
(a) Such Buyer is an informed and sophisticated purchaser, and has engaged
expert advisors, experienced in the evaluation and purchase of properties and
assets such as the Properties and other Purchased Assets as contemplated
hereunder. Such Buyer has undertaken such investigation and has been provided
with and has evaluated such documents and information as it has deemed necessary
to enable it to make an informed and intelligent decision with respect to the
execution, delivery and performance of this Agreement and the Escrow Agreement.
Such Buyer acknowledges that Parent, the Sellers and their Affiliates have given
such Buyer complete and open access to the key employees, documents and
Properties of the Sellers. Such Buyer shall undertake prior to Closing such
further investigation and request such additional documents and information as
it deems necessary. Such Buyer acknowledges and agrees that the Properties and
other Purchased Assets are sold "as is" and such Buyer agrees to accept the
Properties and other Purchased Assets in the condition they are in on the
Closing Date, based on such Buyer's own inspection, examination and
determination with respect to all matters, and without reliance upon any express
or implied representations or warranties of any nature made by or on behalf of
or imputed to Parent, Seller or any of their Affiliates, except as expressly set
forth in this Agreement. SUCH BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
EXPRESSLY SET FORTH HEREIN OR IN THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH,
PARENT AND THE SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR
ARISING BY OPERATION OF LAW, INCLUDING ANY WARRANTY OF CONDITION, HABITABILITY,
MERCHANTABILITY OR 


                                      37

 
FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE PROPERTIES OR OTHER PURCHASED
ASSETS. Without limiting the generality of the foregoing, such Buyer agrees that
it is accepting the Properties in their financial, physical and environmental
condition existing on the Closing Date. Further, without limiting the generality
of the foregoing, such Buyer acknowledges that Parent and the Sellers are not
bound by and have no responsibility for any expressed or implied warranties,
statements or representations made or furnished by any investment banker,
broker, agent, employee or other person representing or purporting to represent
Parent or the Sellers, unless such warranties, statements or representations are
expressly set forth herein or in the documents executed in connection herewith.
Further, without limiting the generality of the foregoing, such Buyer
acknowledges that Parent and the Sellers make no representation or warranty with
respect to (i) any projections, estimates or budgets delivered to or made
available to such Buyer of future revenues, future results of operations, future
cash flows, future financial condition, the future business or operations (or
any components of any thereof) of any of the Properties or Sellers, (ii) any
information or documents made available to such Buyer or its advisors concerning
the financial, physical or environmental condition of the Properties, the use to
which any of the Properties may be put, the expenses of operation or maintenance
of any of the Properties, the rental income or prospective rental income of any
of the Properties, or anything else related to any of the Properties, or (iii)
any other information or documents made available to such Buyer or its counsel,
accountants, investment bankers, brokers or advisors with respect to any of the
Properties or Sellers or their respective businesses or operations, except as
expressly set forth in this Agreement.

     (b)  Except for the representations and warranties of Parent and Sellers
that survive the relevant Closing and except as otherwise provided in this
Section 4.08(b) , at the relevant Closing each Buyer shall be deemed to have
waived, relinquished and released Parent and Sellers from and against any and
all claims, demands, causes of action (including causes of action in tort),
losses, damages, liabilities, fines, penalties, charges, administrative and
judicial proceedings and orders, judgments, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in
connection therewith (including but not limited to reasonable attorneys' fees
and expenses), of any and every kind or character (collective, "CLAIMS"), known
or unknown, which such Buyer may have at any time against Parent or Sellers by
reason of or arising out of any latent defects or physical conditions,
violations of any applicable laws (including without limitation, any
Environmental Laws) and any and all other acts, omissions, events, circumstances
or matters regarding each Property, respectively; provided, however, that the
foregoing release shall not be deemed to extend to Claims (i) based on the
fraudulent activities, criminal conduct or intentional torts of Parent, Sellers
or their respective Affiliates, agents or representatives (each, a "SELLER
PARTY"), or (ii) arising from or originally brought by third parties unrelated
to the relevant Buyer in connection with the acts of any Seller Party,
regardless of whether such acts occurred prior to or after Closing.



                                      38

 
                                   ARTICLE 5

                              COVENANTS OF SELLER

     The Parent agrees that:

     SECTION 5.01. CONDUCT OF THE BUSINESS.   From the date hereof until the
relevant Closing Date, Parent shall cause the Sellers to operate their
respective Properties in the ordinary course consistent with past practice and
to use their commercially reasonable efforts to preserve intact the business
organizations and relationships with third parties and to keep available the
services of the present employees of the Properties.  Without limiting the
generality of the foregoing, from the date hereof until such Closing Date, the
Sellers will not, except with the relevant Buyer's consent:

     (i)   sell, lease, license or otherwise dispose of or encumber any of the
Properties or other Purchased Assets except pursuant to existing Contracts;

     (ii)  enter into any contracts, loan documents, modification agreements or
other agreements in any way affecting the Properties;

     (iii) agree or commit to do any of the foregoing; or

     (iv)  except for the transactions contemplated hereby, take any action that
would make any representation or warranty of the Sellers hereunder inaccurate in
any material respect at such Closing Date such that the closing condition set
forth in Section 10.02(a)(ii) shall not be satisfied as of such date.

     Each Buyer agrees that its consents under this Section 5.01 shall not be
unreasonably withheld, delayed or conditioned, and shall be deemed given if the
relevant Buyer does not, within five business days after such Buyer's receipt of
a request for such consent, give notice to the relevant Seller stating that such
consent is denied, the reasons for such denial and the conditions (if any) that
would need to be complied with for such consent to be given (and if such
conditions are complied with such consent shall be deemed given). Parent shall
cause the relevant Seller to submit extraordinary management decisions to the
relevant Buyer for its review but not for its approval or consent.

     SECTION 5.02. TENANT LEASES.  Notwithstanding anything to the contrary,
Parent agrees that from the date hereof until the relevant Closing Date:




                                      39

 
     (a)  Without the relevant Buyer's consent, neither Parent nor any of its
Affiliates will terminate any Tenant Lease.  The Buyers agree that their consent
under this paragraph shall not be unreasonably withheld, delayed or conditioned,
and shall be deemed given if the relevant Buyer does not, within five business
days after such Buyer's receipt of a request for such consent, give notice to
the relevant Seller stating that such consent is denied, the reasons for such
denial and the conditions (if any) that would need to be complied with for such
consent to be given.  Any Tenant Lease terminated by Parent or any of its
Affiliates pursuant to this paragraph shall be deemed deleted from Schedule 
3.06(b).

     (b)  Without the relevant Buyer's consent, neither Parent nor any of its
Affiliates will enter into any new Tenant Lease for any Property.  Such Buyer's
consent under this paragraph shall not be unreasonably withheld, delayed or
conditioned and shall be deemed given if such Buyer does not, within five
business days after such Buyer's receipt of a request for such consent (which
request shall include the identity of the proposed tenant, a summary of the
proposed lease terms, including term, options to renew, options to cancel,
rents, rent concessions, improvement allowances, improvement costs, etc., in
reasonable detail and a statement of the amount of any brokerage commission
payable with respect thereto) give notice to the Sellers stating that such
consent is denied, the reasons for such denial and the conditions (if any) that
would need to be complied with for such consent to be given (and if such
conditions are complied with, such consent shall be deemed given).  Any new
Tenant Lease made by Parent or any of its Affiliates pursuant to this paragraph
and any related real estate brokerage agreement shall be deemed added to the
applicable Schedule 3.06(b).

     SECTION 5.03. ACCESS TO PROPERTIES AND INFORMATION. (a) From the date
hereof until the relevant Closing Date, Parent shall (i) give the Buyers, their
counsel, financial advisors, auditors and other authorized representatives
reasonable access to the Properties, and the offices, books and records of the
Sellers relating to the Properties, (ii) furnish to the Buyers, their counsel,
financial advisors, auditors and other authorized representatives such financial
and operating data and other information relating to the Properties as such
persons may reasonably request and (iii) instruct the employees, counsel and
financial advisors of the Sellers to cooperate with the Buyers in their
investigation of the Properties, except, in each case, where compliance by the
Sellers with these provisions would result in the violation of a confidentiality
restriction with a third-party or would jeopardize the availability of the
attorney-client privilege to Parent, the Sellers or their Affiliates. Any
investigation pursuant to this Section shall be conducted in such manner as not
to interfere unreasonably with the operation of the Properties, shall be subject
to the rights of tenants and other occupants of the Properties and shall be
limited to matters relating to this Agreement or the transactions contemplated
hereby. Notwithstanding the foregoing, the Buyers shall not conduct any invasive
tests or inspections or any tests for the presence of hazardous substances or
for other purposes without the consent of Parent, which shall not be
unreasonably withheld, conditioned or

                                      40

 
delayed. Also, notwithstanding the foregoing, the Buyers shall not have access
to personnel records of the Sellers or their Affiliates relating to individual
performance or evaluation records, medical histories or other information which
in the Sellers' good faith opinion is sensitive or the disclosure of which could
subject the Sellers of their Affiliates to risk of liability.

     (b)  On and after the relevant Closing Date, until the third anniversary of
such Closing Date, Parent shall and shall cause each Seller to afford promptly
to each Buyer and its representatives reasonable access to its books of account,
financial and other records (including accountant's work papers) relating to the
Properties purchased by such Buyer from such Seller, and to its employees and
auditors to the extent necessary or useful for the Buyers in connection with the
performance of any of its obligations hereunder or in connection with any audit,
investigation, dispute or litigation or any other reasonable business purpose
relating to such Properties; provided that any such access shall not
unreasonably interfere with the conduct of the business of Parent or any of its
Affiliates.  The Buyers shall bear all of the out-of-pocket costs and expenses
(including attorneys' fees, but excluding reimbursement for general overhead,
salaries and employee benefits) reasonably incurred in connection with the
foregoing. Parent shall provide, or cause its auditors to provide, to Buyers'
auditors a customary representation letter required by SEC rules regarding the
books and records of the Properties and the auditing of the Properties in
accordance with generally accepted auditing standards, which representation
letter shall be in form reasonably acceptable to Buyers.  Neither Parent nor any
of its Affiliates shall have any liability with respect thereto, whether or not
the representations contained therein are true.

     SECTION 5.04. NOTICES OF CERTAIN EVENTS. The Sellers shall promptly notify
the Buyers of:

          (i)   any notice or other communication from any person alleging that
     the consent of such person is or may be required in connection with the
     transactions contemplated by this Agreement;

          (ii)  any notice or other communication from any governmental or
     regulatory agency or authority in connection with the transactions
     contemplated by this Agreement; and
 
          (iii) any actions, suits, claims, investigations or proceedings
     commenced relating to any Seller or Property that, if pending on the date
     of this Agreement, would have been required to have been disclosed pursuant
     to Section 3.09.

                                      41

 
     SECTION 5.05. RESTRUCTURING. Parent and Sellers shall use their reasonable
best efforts to consummate the Restructuring on or before June 1, 1998, subject
to causes beyond the relevant Sellers' reasonable control. If Parent and Sellers
are not able to consummate the Restructuring on or before June 1, 1998, Parent
shall promptly advise Buyers and provide to Buyers a written description of the
reasons preventing the Restructuring, in which event the First Closing shall be
adjourned and the Parent, Sellers and Buyers shall attempt to renegotiate the
terms of this Agreement so as to enable each party to realize substantially the
same economic terms (including after giving effect to the tax consequences
thereof) as contemplated hereby and assuming the Restructuring had been
consummated as contemplated on the date hereof. If the parties cannot reach
agreement on such renegotiated terms by September 30, 1998, this Agreement will
terminate and the Letters of Credit and Deposit Amount shall be returned to the
relevant Buyers, without liability to any party, except Parent shall pay the 
out-of-pocket expenses incurred by Buyers (including reasonable attorneys' fees)
in connection with this Agreement and the transactions contemplated hereby.

     SECTION 5.06. ESTOPPEL CERTIFICATES. The relevant Seller will promptly
deliver to the relevant Buyer completed forms of estoppel certificates to be
delivered pursuant to Section 10.02(d), containing all information contemplated
thereby, for all tenants under Tenant Leases. Within two business days following
such Buyers's receipt thereof, such Buyer will send to such Seller notice either
(i) approving such forms as completed by such Seller or (ii setting forth in
detail all changes to such forms which Buyer believes are necessary to make the
forms of estoppel certificates accurate and complete. Seller will promptly make
such changes and deliver the estoppel certificates to such tenants. Sellers
shall forward to the relevant Buyers any and all executed estoppel certificates
received by Sellers from such tenants.

     SECTION 5.07. CONSTRUCTION OF IMPROVEMENTS ON DEVELOPMENT PROPERTIES.

     (a)  Parent has delivered or made available to the relevant Buyer all
preliminary and/or final plans and specifications and all revisions thereto
(collectively, the "PLANS") for the construction, renovation, development or
redevelopment of each of the Development Properties.  Parent agrees, at is sole
cost and expense, to proceed promptly and diligently to cause the Development
Properties to be Completed (as defined below) substantially in accordance with
the Plans, to ensure that each Development Property is in compliance with
applicable zoning laws and utilities are connected at the time of Completion and
to pay or cause to be paid all labor, materials, equipment, tools, construction
equipment and machinery, water, heat, utilities, transportation and other
facilities and services necessary for the Completion thereof.  Seller will not
make or allow to be made any changes in the Plans without the prior written
approval of the relevant Buyer, which will not be unreasonably withheld,
conditioned or delayed.

                                      42

 
     (b)  Parent shall take all actions necessary for the Completion of the
Development Properties by the Second Closing Date. As used in this Section 5.07,
a Development Property shall be considered "COMPLETED" and "COMPLETION" of the
Development Property shall be deemed to occur when Parent's architect shall have
delivered its certificate to the effect that the Development Property is
substantially complete (substantially in accordance with the relevant Plans) and
ready to be used for its intended purposes (i.e., ready to be made available to
the tenant or tenants for installation of tenant improvements).  In any
jurisdiction where a shell certificate of occupancy is issued, such architect's
certificate of completion shall be accompanied by such shell certificate of
occupancy.  Any such architect's certificate of completion may be subject to a
punchlist of incomplete or inadequate construction items.  If any such
architect's certificate of completion is subject to any such punchlist items,
Parent shall cause such punchlist items to be completed promptly at Parent's
cost.

     (c)  Parent will pay or cause to be paid all sales, consumer, use and other
similar taxes in connection with the Completion of the Development Properties as
required by law.  Parent has obtained and paid, or shall cause to be obtained
and paid, all permits, governmental fees and licenses necessary for the
construction and Completion of the Development Properties and shall give all
notices and comply with all laws, ordinances, rules, regulations and orders of
any public authority bearing on its performance hereunder, and all approvals
required under the Permitted Encumbrances for the construction of the
Development Properties as required therein.

     (d)  The relevant Buyer shall at all times have reasonable access to the
Development Properties and may independently retain, at its own cost, the
services of professional, independent construction consultants to monitor the
construction process and confirm conformity of the Development Properties to the
Plans.  The relevant Buyer and such consultants shall not interfere unreasonably
with the construction of the Development Properties.  Parent and the relevant
Buyer acknowledge that the relevant Buyer has no control over the construction.
However, Parent shall cause the relevant Seller to submit proposed change orders
involving additional costs or cost savings in excess of $25,000 to the relevant
Buyer for its review but not for its approval or consent.

     (e)  Parent shall deliver to the relevant Buyer, at the relevant Closing,
any guaranties or warranties that Seller has received in connection with any
work or services performed or equipment installed in the construction of the
Development Properties, together with an assignment thereof by Seller to the
extent assignable.

     (f)  At Completion of any Project, the relevant Seller or architect shall
make a detailed punchlist of incomplete or inadequate construction items, and
Parent shall cause such punchlist items to be completed promptly at Parent's
cost.  The relevant Seller will consult with the relevant Buyer during this
process and will incorporate such revisions and additions as the relevant Buyer
may reasonably request.

                                      43

 
     SECTION 5.08. INSURANCE. Promptly after the date hereof, Parent will cause
each Buyer to be named as an additional insured on each casualty insurance
policy maintained by Parent or its Affiliates with respect to the Properties to
be purchased by such Buyer hereunder, and Parent will use its best efforts to
cause EOP to be named as an additional insured on any all-risk builders
insurance policy maintained with respect to the Colonnade III Property.

     SECTION 5.09. ASSOCIATION LETTERS. Prior to the date of the relevant
Closing, Parent will use its best efforts to obtain letters from all building
associations and similar authorities governing any Property to be purchased at
such Closing to the effect that such Property is in compliance with covenants
established by such association or similar authority and all assessments imposed
by such association or similar authority have been paid.


                                   ARTICLE 6

                              COVENANTS OF BUYERS

     Each Buyer agrees that:

     SECTION 6.01. CONFIDENTIALITY. Prior to the relevant Closing Date and after
any termination of this Agreement, such Buyer and its Affiliates shall hold, and
shall use their best efforts to cause their respective officers, directors,
employees, accountants, counsel, consultants, advisors and agents to hold, in
confidence, unless compelled to disclose by judicial or administrative process
or by other requirements of law, all confidential documents and information
concerning Parent, the Sellers or the Properties furnished to such Buyer or its
Affiliates in connection with the transactions contemplated by this Agreement,
except to the extent that such information can be shown to have been (i)
previously known on a nonconfidential basis by such Buyer, (ii) in the public
domain through no fault of such Buyer or (iii) later lawfully acquired by such
Buyer from sources other than Parent or the Sellers; provided that such Buyer
may disclose such information to its officers, directors, employees,
accountants, counsel, consultants, advisors and agents in connection with the
transactions contemplated by this Agreement so long as such persons are informed
by such Buyer of the confidential nature of such information and are directed by
such Buyer to treat such information confidentially. Such Buyer shall be
responsible for any failure to treat such information confidentially by such
persons. The obligation of such Buyer and its Affiliates to hold any such
information in confidence shall be satisfied if they exercise the same care with
respect to such information as they would take to preserve the confidentiality
of their own similar information. If this Agreement is terminated, each Buyer
and its Affiliates will, and will

                                      44

 
use their best efforts to cause their respective officers, directors, employees,
accountants, counsel, consultants, advisors and agents to, destroy or deliver to
Parent, upon request, all documents and other materials, and all copies thereof,
obtained by such Buyer or its Affiliates or on their behalf from Parent, the
Sellers or their Affiliates or representatives in connection with this Agreement
that are subject to such confidence.

     SECTION 6.02. ACCESS. On and after the relevant Closing Date, each Buyer
shall afford promptly to Parent, the relevant Sellers and their representatives
reasonable access to such Buyer's Properties and its books, records, employees
and auditors to the extent necessary to permit such Sellers or the Parent to
determine any matter relating to the rights and obligations of such Sellers or
the Parent hereunder or to any period ending on or before the Closing Date;
provided that any such access shall not unreasonably interfere with the conduct
of the business of such Buyer. Such Sellers and Parent shall hold, and shall
direct their officers, directors, employees, accountants, counsel, consultants,
advisors and agents to hold, in confidence, unless compelled to disclose by
judicial or administrative process or by other requirements of law, all
confidential documents and information concerning such Buyer or its Properties
provided to such Seller or Parent pursuant to this Section 6.02.

     SECTION 6.03. TRADEMARKS; TRADENAMES. After the Closing, the Buyers shall
not use any of the trademarks and tradenames set forth in Schedule 6.03.

     SECTION 6.04. TITLE MATTERS.

     (a)  The relevant Buyers shall purchase and accept title to each Property
subject to the following (the "PERMITTED ENCUMBRANCES"):

          (i)   if accepted or deemed accepted under Sections 6.04(b) through
     (i), the matters disclosed in the Title Report with respect to such
     Property;

          (ii)  Tenant Leases, Brokerage Contracts, Management Contracts,
     Service Contracts, Development Contracts and other Contracts relating to
     such Property (other than the Unassigned Contracts) and, in the case of the
     Partnership Interest or the Travelers Property (as the case may be), the
     Travelers Mortgage; and, in the case of the Golden Hills Interest, the
     Golden Hills Development Agreement;

          (iii) if accepted or deemed accepted under Sections 6.04(b) through
     (i), any additional state of facts which would be disclosed by a current,
     as-built survey of such Property (including the current, as-built surveys
     referred to in Section 6.04(b)) since the date of the relevant Survey or
     would be disclosed by a physical current inspection of such Property;

                                      45

 
          (iv)   Liens with respect to such Property for taxes, assessments and
     similar charges that are not yet delinquent or are being contested in good
     faith;

          (v)    if accepted or deemed accepted under Sections 6.04(b) through
     (i), mechanic's, materialman's, carrier's, repairer's and other similar
     Liens with respect to such Property that are the obligation of any tenant
     under any Tenant Lease or any party (other than the relevant Seller) under
     any REA, Service Contract, Development Contract or other Contract to pay,
     bond or remove;

          (vi)   if accepted or deemed accepted under Sections 6.04(b) through
     (i), all present and future laws applicable to such Property and all
     violations and notes or notices of violations against or affecting such
     Property;

          (vii)  any exception to coverage by the Title Company in the relevant
     Buyer's Title Policy with respect to such Property, provided that the Title
     Company insures against collection thereof out of or enforcement thereof
     against such Property; and

          (viii) any variations between the record description of such Property
     and the relevant tax map.

     (b)  Promptly after the execution and delivery of this Agreement, the
Buyers shall apply directly to the Title Company for title insurance with
respect to the Properties, shall order current title commitments with respect to
the Properties and shall instruct the Title Company to deliver copies of its
title commitment for such insurance to Buyers' attorneys and Parent's attorneys.
Parent has ordered current, as-built surveys for the Properties listed on
Schedule 6.04(b) and, upon receipt thereof from the relevant surveyors, shall
promptly deliver such current surveys to Buyers' attorneys. If the relevant
Buyer objects to any defects, encumbrances or other objections relating to any
Property (other than Permitted Encumbrances under clauses (ii), (iv), (vii) and
(viii) of Section 6.04(a)) disclosed in the existing Title Report relating to
such Property, within ten business days after the date hereof such Buyer shall
deliver to Parent and Parent's attorneys a notice of such Buyer's objections. If
such Buyer is unable to determine whether or not a Lien disclosed in the
existing Title Report relating to (x) a Property listed on Schedule 6.04(b) or
(y) any other Property with respect to which such Buyer is obtaining a new as-
built survey is a Permitted Encumbrance until such Buyer receives such survey of
such Property, the time within which such Buyer may serve its notice of
objection with respect to such Lien shall be extended to five business days
after such Buyer's or its attorneys' receipt of such current as-built survey
(but not later than the relevant Closing Date). If the relevant Buyer objects to
any defects, encumbrances or other objections to title to any Property (other
than Permitted Encumbrances under clauses (ii), (iv), (vii) and (viii) of
Section 6.04(a)) disclosed in any new or other title report, certificate or
commitment, survey or other search report within five business days

                                      46

 
after such Buyer's or its attorneys' receipt of such report, certificate,
commitment or survey, such Buyer shall deliver to Parent and Parent's attorneys
notice of such Buyer's objection. Any such notice of objection shall state the
reason why the matter in question is objected to and the action that the
relevant Seller would need to take in order to cure the same. If such Buyer
fails to give such notices of objection within relevant time periods specified
above, any defects, encumbrances or other objections disclosed in, respectively,
the existing Title Reports and Surveys and new or other reports, certificates,
commitments or surveys shall be deemed to be waived by such Buyer, shall not
thereafter be raised by such Buyer as objections to title and shall thereafter
be deemed to be Permitted Encumbrances.

     (c)  If, at or prior to the relevant Closing, it should appear that any
Property is affected by any outstanding Liens or other matters (other than
Permitted Encumbrances under clause (ii), (iv), (vii) and (viii) of Section
6.04(a)) to which the relevant Buyer has properly and timely objected pursuant
to Section 6.04(b) ("TITLE OBJECTIONS"), and if such Title Objections may, in
the reasonable opinion of Parent, be removed as objections to title within 30
days from the date scheduled for such Closing, the relevant Sellers may, but
shall not be obligated to, adjourn the relevant Closing for a period not to
exceed 30 days for the purpose of removing such Title Objections. At the
relevant Seller's Option, any adjournment of a Closing pursuant to this Section
6.04(c) shall apply to all of the Properties that are the subject of such
Closing. Nothing contained in this Agreement shall be construed to require
Parent or Sellers to incur any expense, take any action or commence any
proceeding to remove any Title Objections or to otherwise render title to any
Property marketable or insurable; provided that the relevant Seller shall be
obligated to cure any Title Objections relating to (i) any Indebtedness secured
by a Lien on any Property (other than any Indebtedness that the relevant Buyer
specifically agrees to assume at the relevant Closing), (ii) any Liens created
by or through Seller in violation of this Agreement, (iii) any judgments against
Seller, (iv) a broker which has been retained by or is authorized to act on
behalf of Parent or the relevant Seller and any other monetary Lien which can be
cured by the payment of an ascertainable sum not in excess of $250,000 in the
aggregate with respect to each Property; and failure to cure such Title
Objection shall be a default by such Seller.

     (d)  If, at or prior to the relevant Closing, it should appear that any
Property is affected by any Title Objection to which the relevant Buyer has
properly and timely objected pursuant to Section 6.04(b) and, if such Title
Objection would individually or in the aggregate have a material adverse effect
on the value or use of such Property as now used or, in the case of Development
Properties, as now being developed or, in the case of Developable Land
Properties or other Properties proposed for redevelopment, for office and/or
industrial development or redevelopment, then such Buyer shall have the right to
terminate this Agreement with respect to such Property (or, if the Property is
in the EOP Property Group, with respect to the entire Property Group) by
delivery of a notice of such termination to Parent.  For the purposes of this
paragraph, any monetary Liens in excess 

                                      47

 
of $250,000 with respect to the relevant Property shall be deemed to have a
material adverse effect on the value or use of the relevant Property. This
notice, if given shall specify the Title Objection forming the basis for the
decision to terminate. Parent shall have five business days after receipt of
such notice to decide whether or not to adjourn the Closing pursuant to Section
6.04(c) or otherwise to attempt to agree with such Buyer on corrective measures,
if any. If, within five business days after delivery of such Buyer's notice to
terminate, Parent does not exercise such right to adjourn the Closing or the
parties do not agree on any such corrective measures, this Agreement shall
terminate with respect the relevant Property (or, if the Property is in the EOP
Property Group, with respect to the entire Property Group). If Parent exercises
such right to adjourn and such Title Objection is not cured within the 30-day
period under Section 6.04(c), then such Buyer may terminate this Agreement with
respect to the relevant Property (or, if the Property is in the EOP Property
Group, with respect to the entire Property Group) pursuant to this Section
6.04(d) by notice given within five business after the earlier to occur of the
expiration of such 30-day period or receipt by such Buyer of a notice that the
relevant Seller is ceasing its efforts to cure such Title Objection. If this
Agreement is not terminated with respect to the relevant Property (or, if the
Property is in the EOP Property Group, with respect to the entire Property
Group) as provided in this Section 6.04(d), such Title Objection shall be deemed
to be waived by the relevant Buyer, shall not thereafter be raised by such Buyer
and shall thereafter be deemed to be a Permitted Encumbrance. If this Agreement
is terminated with respect to any Property (or, if the Property is in the EOP
Property Group, with respect to the entire Property Group) pursuant to this
Section 6.04(d), within five business days after such termination with respect
to such Property (or, if the Property is in the EOP Property Group, with respect
to the entire Property Group), Parent or the relevant buyer may by notice to the
other terminate this Agreement with respect to the other Properties in such
Buyer's Property Group. If this Agreement is terminated by any Buyer with
respect to its Property Group as pursuant to this Section 6.04(d), Parent may
terminate this Agreement with respect to the other Buyers and their Property
Groups by notice given to such other Buyers within five business days after
receipt by Parent of the termination notice from the first Buyer.

     (e)  If this Agreement is terminated with respect to any Property pursuant
to Section 6.04(d), Parent and the relevant Buyer shall give notice to the
Escrow Agent, as applicable, (i) to accept from the relevant Buyer a replacement
Letter of Credit in an amount which shall reflect a reduction in such Buyer's
share of the Deposit equal to the amount of such Deposit that is attributable to
the Property in question, or (ii) to return to the relevant Buyer the portion of
the Deposit Amount (including the applicable portion of the interest earned)
attributable to the Property in question. If this Agreement is terminated with
respect to any Property Group pursuant to this Section 6.04(d), Parent and the
relevant Buyer shall give notice to the Escrow Agent to return to the relevant
Buyer, as applicable, (A) the Letter of Credit deposited by such Buyer or (B)
the Deposit Amount (including the applicable portion of the interest earned)
deposited by such Buyer.

                                      48

 
     (f)  The existence of Liens that are not Permitted Encumbrances shall not
be objections to title provided that properly executed instruments, in
recordable form, necessary to satisfy the same are delivered at the relevant
Closing, together with any recording or filing fees required in connection
therewith.  Any such Liens may be paid out of the cash consideration payable
hereunder and, if a request is made in writing not later than two business days
prior to the relevant Closing, the relevant Buyer shall provide at the relevant
Closing separate official bank or certified checks or the relevant wire
transfers in such form and amounts and payable to such parties as requested in
the relevant Sellers' notice to facilitate the satisfaction of any such Liens,
and the amounts of such checks or wire transfers shall be credited against the
balance of the relevant Purchase Price to be paid at Closing.

     (g)  Liens for delinquent installments of real estate taxes, assessments,
business improvement district charges, sewer rents, water charges, vault charges
and similar charges shall not be objections to title, provided the same shall be
adjusted for pursuant to Section 2.08.

     (h)  If, at the time of the relevant Closing, any Property is subject to
any unpaid, non-delinquent real estate or similar taxes and similar assessments
and charges, the same shall be deemed to be Permitted Encumbrances (and shall be
adjusted for pursuant to Section 2.08(d)).

     (i)  If a search of title discloses judgments, bankruptcies or other
returns against other persons having names the same as or similar to that of the
relevant Seller (but who are not such Seller), such Seller shall deliver to the
Title Company an affidavit showing that such judgments, bankruptcies or other
returns are not against the Seller and the existence thereof shall not be Title
Objections if the Title Company omits such matters as exceptions to title.

     SECTION 6.05. CERTAIN DUE DILIGENCE. (a) For a period ending on May 31,
1998, subject to Section 6.02, Buyers shall be entitled to conduct the following
additional due diligence with respect to the Properties:

          (i)  to perform customary environmental audits with respect to the
     Properties; provided that Buyers shall not conduct any invasive tests or
     any environmental audits beyond customary Phase I environmental audits
     without the consent of Parent; but provided further that (x) Parent shall
     not unreasonably withhold, delay or condition its consent to any reasonable
     request to conduct the same (including any reasonable period necessary to
     conduct the same), and (ii) if Parent denies such consent, the relevant
     Buyer shall be entitled to terminate this Agreement with respect to the
     relevant Property pursuant to Section 6.05(c) to the same extent and
     subject to the same provisions as provided therein as if a Due Diligence
     Objection existed with respect to such Property;

                                      49

 
          (iii)  to perform customary engineering inspections of the Properties;
     provided that Buyers shall not conduct any invasive tests without the
     consent of Parent; but provided further that (x) Parent shall not
     unreasonably withhold, delay or condition its consent to any reasonable
     request to conduct the same and (ii) if Parent denies such consent, the
     relevant Buyer shall be entitled to terminate this Agreement with respect
     to the relevant Property pursuant to Section 6.05(c) to the same extent and
     subject to the same provisions as provided therein as if a Due Diligence
     Objection existed with respect to such Property; and

          (iv)   to obtain customary reports relating to the zoning of the
     Development Properties and the developable land portions (the "DEVELOPABLE
     LAND PROPERTIES") of the Properties listed on Exhibit A as including
     developable land and the availability of utilities to determine:

                 (A)  that the applicable Development Property or Developable
          Land Property is zoned to permit industrial and/or office uses
          consistent with either (1) in the case of a Development Property, the
          improvements under construction thereon; or (2) in the case of a
          Developable Land Property, the improvements proposed to be on such
          Developable Land Property (either as a free standing development or as
          part of the development on the Property in which such Developable Land
          Property is included); and

                 (B)  that water, sewer, telephone and natural gas utilities are
          available (1) in the case of a Development Property, for use on such
          Property at costs (to be borne by the relevant Seller) that are within
          the applicable development budget; or (2) in the case of a Developable
          Land Property for use at such Property through public streets or
          public or private easements at reasonable and customary costs;
          provided that the unavailability of natural gas shall not be
          objectionable if fuel oil is a reasonable and customary alternative.

     (b)  Provided that Buyers obtain any necessary consents from the parties
preparing such reports (which Buyers shall use their reasonable efforts to
obtain), upon request by Parent in the event of any claim or dispute relating to
the matters covered by such reports, the relevant Buyers shall promptly furnish
to Parent copies of all environmental, engineering and other reports with
respect to such additional due diligence received by Buyers; provided that such
reports shall not be certified to Parent or entitle Parent to rely thereon.

     (c)  If, prior to June 1, 1998, any Buyer discovers with respect to any
Property (i) an adverse environmental condition that is not disclosed in the
environmental reports 

                                      50

 
or other information in the Data Room or otherwise made available to the
relevant Buyer, (ii) a structural defect that is not disclosed in the
engineering reports or other information in the Data Room or otherwise made
available to the relevant Buyer, or (iii) an adverse condition relating to the
applicable zoning or available utilities not disclosed in the information in the
Data Room or otherwise made available to the relevant Buyer, in each case (x) to
the extent such condition or conditions individually or in the aggregate have a
material adverse effect on the value or use of the Property in question as now
used or, in the case of Development Properties, as now being developed or, in
the case of Developable Land Properties or other Properties proposed for
redevelopment, for office and/or industrial development or redevelopment; or (y)
would give rise to potential material liabilities that were not otherwise so
ascertainable (each a "DUE DILIGENCE OBJECTIONS"); and the relevant Buyer gives
notice of any such Due Diligence Objection to Parent prior to June 1, 1998, then
such Buyer shall have the right to terminate this Agreement with respect to such
Property by delivery of a notice of such termination to Parent. This notice, if
given shall specify the Due Diligence Objection forming the basis for the
decision to terminate and be accompanied by a complete copy of the report or
reports describing the condition or conditions in question. Parent shall have
five business days after receipt of such notice to decide whether or not to
adjourn the Closing to the same extent and subject to the same provisions as
provided in Section 6.04(c) for Title Objections or otherwise to attempt to
agree with such Buyer on corrective measures, if any. If, within five business
days after delivery of such Buyer's notice to terminate, Parent does not
exercise such right to adjourn the Closing or the parties do not agree on any
such corrective measures, this Agreement shall terminate with respect the
relevant Property. If Parent exercises such right to adjourn and such Due
Diligence Objection is not cured within the 30-day period under Section 6.04(c),
then this Agreement shall terminate with respect to the relevant Property
pursuant to this Section 6.05(c). If this Agreement is terminated with respect
to any Property (or, if the Property is in the EOP Property Group, with respect
to the entire Property Group) pursuant to this Section 6.05(c), within five
business days after such termination with respect to such Property (or, if the
Property is in the EOP Property Group, with respect to the entire Property
Group), Parent or the relevant Buyer may by notice to the other terminate this
Agreement with respect to the other Properties in such Buyer's Property Group.
If this Agreement is terminated by any Buyer with respect to its Property Group
pursuant to this Section 6.05(c), Parent may terminate this Agreement with
respect to the other Buyers and their Property Groups by notice given to such
other Buyers within five business days after receipt by Parent of the
termination notice from the first Buyer.

     (d)  For a period of five business days after the date of this Agreement
the relevant Buyers shall have the right to review the plans and specifications
for the Development Properties and Parent will not unreasonably withhold, delay
or condition its consent to any changes with respect to such plans and
specifications reasonably requested by the relevant Buyers within such five
business day period.

                                       51

 
                                   ARTICLE 7

                         COVENANTS OF BUYERS AND PARENT

     The Buyers and the Parent agree that:

     SECTION 7.01. COMMERCIALLY REASONABLE EFFORTS; FURTHER ASSURANCES.  Subject
to the terms and conditions of this Agreement, Parent shall cause the relevant
Sellers to, and the Buyers shall, use their commercially reasonable efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary or desirable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement.  Parent shall cause
the relevant Sellers to, and Buyers shall, execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement
expeditiously the transactions contemplated by this Agreement and to vest in the
relevant Buyers good title to the Properties and other Purchased Assets, subject
to the Permitted Encumbrances and the provisions hereof.

     SECTION 7.02. CERTAIN FILINGS.  Parent shall cause the relevant Sellers to,
and Buyers shall, cooperate with one another (i) in determining whether any
action by or in respect of, or filing with, any governmental body, agency,
official or authority is required, or any actions, consents, approvals or
waivers are required to be obtained from parties to any material contracts, in
connection with the consummation of the transactions contemplated by this
Agreement and (ii) in taking such actions or making any such filings, furnishing
information required in connection therewith and seeking timely to obtain any
such actions, consents, approvals or waivers.  The relevant Sellers and Buyers
shall provide to each other copies of any filings made pursuant to this Section
7.02 with respect to this Agreement or the transactions contemplated hereby.

     SECTION 7.03.  PUBLIC ANNOUNCEMENTS.  To the extent practicable the Parent
and Buyers shall consult with each other before issuing any press release or
making any public statement with respect to this Agreement or the transactions
contemplated hereby and, except as may be required by applicable law or any
listing agreement with any national securities exchange, shall not issue any
such press release or make any such public statement prior to such consultation.

     SECTION 7.04.  CASUALTY AND CONDEMNATION.

     (a)  If, after the date hereof and prior to the relevant Closing, any
Property or any portion thereof shall suffer a Casualty or Condemnation that (i)
will result in costs to restore in excess of the Applicable Percentage (as
defined below) of the portion of the 

                                       52

 
Purchase Price attributable to such Property or (ii) causes a loss of access to,
or a material number of parking spaces at, such Property or (iii) will entitle
tenants occupying the Applicable Percentage or more of the rentable square feet
of the Property to terminate their Tenant Leases, then the relevant Buyer shall
have the option either to terminate this Agreement solely with respect to such
Property (except that in the case of Colonnade I, II or III, the right to
terminate shall only relate to its entire Property Group) or to consummate the
purchase of such Property and the related transactions contemplated by this
Agreement notwithstanding such Casualty or Condemnation; provided that in the
case of Colonnade I and Colonnade II, Buyer shall not have the option to
terminate this Agreement with respect to any such Property pursuant to this
Section 7.04(a) if it is reasonably expected that such Property can be restored
by December 31, 1998 to a value and condition substantially the same as the
value and condition immediately prior to the Casualty or Condemnation and with
respect to Colonnade III such Property can be delivered fully completed by
December 31, 1998. As used herein the term "Applicable Percentage" means (x) 25%
in the case of any Property identified as an industrial property on Exhibit A,
(y) 10% in the case of any Property identified as an office property on Exhibit
A, other than Colonnade I, Colonnade II and Colonnade III and the Travelers
Property if the Property Sale Notice shall have been given and (z) 5% in the
case of Colonnade I, Colonnade II and Colonnade III and the Travelers Property
if the Property Sale Notice shall have been given. If a Buyer elects to
terminate this Agreement in accordance with this Section 7.04(a), Parent and the
relevant Buyer shall give notice to the Escrow Agent, as applicable, (A) to
accept from the relevant Buyer a replacement Letter of Credit in an amount which
shall reflect a reduction in such Buyer's share of the Deposit equal to the
amount of such Deposit that is attributable to the Property in question, or (B)
to return to the relevant Buyer the portion of the Deposit Amount (including the
applicable portion of the interest earned) attributable to the Property in
question.

     (b)  If, after the date hereof and prior to the relevant Closing, any
Property or any portion thereof shall suffer a Casualty or Condemnation, and the
Closing with respect to such Property occurs hereunder: (i) the Closing with
respect to such Property shall occur without any reduction of the applicable
Purchase Price; and (ii) the relevant Seller shall transfer and assign to the
relevant Buyer (A) in the case of a Casualty, all insurance proceeds with
respect to such Casualty theretofore received by such Seller and all rights of
such Seller to any insurance proceeds remaining to be paid with respect to such
Casualty, or (B) in the case of a Condemnation, all proceeds and awards with
respect to such Condemnation theretofore received by such Seller and all rights
of such Seller to receive any such awards, payments or proceeds remaining to be
paid with respect to such Condemnation, in each case of (A) or (B): (1) less any
such proceeds or awards payable in respect of business interruption or loss of
rental income for periods prior to the relevant Closing Date, and (2) less any
amounts paid or incurred by such Seller to protect or restore the Property.  The
relevant Buyer shall be entitled to a credit at the Closing for any deductible
or amounts in respect of any such Casualty.

                                       53

 
     (c)  This Section 7.04 shall supersede any contrary provision of applicable
law in the relevant jurisdictions where the Properties are located governing the
risk of loss under a real estate sale and purchase agreement or rights of the
parties thereunder to terminate in the event of a casualty to or condemnation of
the subject property.

     SECTION 7.05.  UNASSIGNED CONTRACTS.   Each Buyer will notify the relevant
Sellers prior to the relevant Closing Date of the Management Contracts (other
than the Management Contract relating to the Travelers Property), Development
Contracts (other than the Development Agreement relating to the Golden Hills
Interest), Service Contracts listed on Schedule 3.06(a) and the Exclusive
Listing Agreement relating to the Walker Building which such Buyer elects not to
assume ("UNASSIGNED CONTRACTS"). At the relevant Closing, the relevant Buyers
will assume only Contracts which are not Unassigned Contracts, and relevant
Sellers shall be responsible for the termination of all Unassigned Contracts
effective as of the relevant Closing, at such Sellers' expense; and, if said
Exclusive Listing Agreement is designated as an Unassigned Contract, the Parent
shall indemnify, defend and hold harmless Buyers from and against any and all
Damages relating to claims that may be made by the "Agent" under said Exclusive
Listing Agreement for commissions with respect to expansion, extension, renewal
or other continuation or additional space options or agreements exercised or
made after the relevant Closing Date.



                                   ARTICLE 8

                           TRANSFER AND SALES TAXES

     SECTION 8.01.  TRANSFER AND SALES TAXES.  All recording, documentary,
conveyancing and similar taxes, levies, charges and fees (collectively,
"TRANSFER TAXES") incurred in connection with the sale and purchase of any
Property shall be (i) in the case of the Properties located in Minnesota, paid
by the relevant Sellers, and (ii) in the case of the other Properties, shared
equally by the relevant Seller and the relevant Buyer and paid by such parties
at the relevant Closing.  The party that is required by applicable law to make
the filings, reports or returns with respect to any applicable Transfer Taxes
shall do so, and the other party shall cooperate with respect thereto as
necessary.

     SECTION 8.02.  SALES TAXES.  The relevant Seller and the relevant Buyer
shall agree upon the allocation of the Purchase Price for each Property to the
real property, personal property and intangible property components of the of
the Purchased Assets with respect to each Property on or prior to the relevant
Closing Date.  All sales, use and similar taxes, levies, charges and fees
(collectively the "SALES TAXES") incurred in connection with the sale and
purchase of the Purchased Assets with respect to each 

                                       54

 
Property shall be borne by the relevant Buyers and shall be paid by the relevant
Buyers at the relevant Closing. The party that is required by applicable laws to
make any filings, reports or returns with respect to any applicable Sales Taxes
shall do so, and the other party shall cooperate with respect thereto as
necessary. The relevant Buyer and the relevant Seller shall cooperate in
providing each other with any appropriate resale exemption certifications and
other similar documentation.



                                   ARTICLE 9

                               EMPLOYEE BENEFITS

     SECTION 9.01.  EMPLOYEE BENEFIT LIABILITIES GENERALLY.   Except as
specifically provided in Section 9.02, all Employee Plans and Benefits
Arrangements will be the responsibility of Parent and its Affiliates, and Parent
hereby indemnifies Buyers and their Affiliates, and agrees to hold Buyers and
their Affiliates harmless from and against, any and all Damages arising out of
any Employee Plans or Benefit Arrangements.

     SECTION 9.02. STAY SELL AGREEMENT. (a) Each Buyer hereby indemnifies Parent
and its Affiliates, and agrees to hold Parent and its Affiliates harmless from
and against, liability for any amounts paid by Parent and/or its Affiliates for
"Severance Pay," in accordance with such party's obligations under the Stay Sell
Agreement, but only with respect to any employee of the Sellers of their
Affiliates (each an "EMPLOYEE") who is (i) identified in a separate letter dated
as of the date hereof delivered by the Parent and countersigned by Buyers (the
"SEVERANCE SIDE LETTER") and (ii) employed by such Buyer or any of its
Affiliates in any capacity at any time during the period commencing on the 30th
day after the relevant Closing Date and ending on the 180th day after such
Closing Date (a "RETAINED EMPLOYEE"), except that the liability of the Buyers
shall not extend to any Retained Employee who (after having been hired by the
relevant Buyer) shall voluntarily resign within one year from the relevant
Closing Date. The liability of the Buyers under the foregoing sentence with
respect to each Employee as to whom such Severance Pay is paid shall be limited
to the amount set forth the Severance Side Letter delivered by Parent to the
Buyers. On or prior to the 30th day after such Closing Date, the relevant Buyers
shall provide the relevant Sellers with a written list of those Employees
covered by the Stay Sell Agreement whom the relevant Buyers do not intend to
treat as a Retained Employee.

     (b)  Except as provided in Section 9.02(a), Parent and the relevant Sellers
shall retain or assume, and shall hold the relevant Buyers and their Affiliates
harmless from and against, all liabilities arising under the Stay Sell
Agreement.

                                       55

 
                                  ARTICLE 10

                             CONDITIONS TO CLOSING

     SECTION 10.01.  CONDITIONS TO OBLIGATIONS OF BUYERS AND SELLERS.  The
obligations of the Buyers and the Sellers to consummate each Closing are subject
to the satisfaction of the following conditions:

          (a)  The Restructuring, or other arrangements agreed upon pursuant to
     Section 5.05, shall have been consummated on or prior to the First Closing.

          (b)  No provision of any applicable law or regulation and no judgment,
     injunction, order or decree shall prohibit the consummation of such
     Closing.

          (c)  All actions by or in respect of or filings with any governmental
     body, agency, official or authority required to permit the consummation of
     the relevant Closing shall have been taken, made or obtained, except for
     any such actions or filings the failure to take, make or obtain would not
     have a Material Adverse Effect.

          (d)  All Required Consents with respect to the Properties that are the
     subject of such Closing shall have been obtained.

          (e)  With respect to the Second Closing, the First Closing shall have
     occurred.

     SECTION 10.02.  CONDITIONS TO OBLIGATION OF BUYERS.  The obligations of the
Buyers to consummate each Closing are subject to the satisfaction of the
following further conditions:

          (a) (i) The relevant Sellers shall have performed in all material
     respects all of their obligations hereunder required to be performed by
     them with respect to the Properties that are the subject of such Closing on
     or prior to such Closing Date, (ii) the representations and warranties of
     such Sellers (as the same apply generally or with respect to such
     Properties) contained in this Agreement and in any certificate or other
     writing delivered by Parent or such Sellers pursuant hereto shall be true
     at and as of such Closing Date, as if made at and as of such date, with
     only such exceptions as would not in the aggregate have a Material Adverse
     Effect, and (iii) the relevant Buyers shall have received certificates
     signed by the senior officers of such Sellers to the effect set forth in
     the preceding clause 10.02(a)(ii)). Notwithstanding the foregoing, if
     information was previously made available to the relevant Buyer in the Data
     Room, which reasonably demonstrates

                                       56

 
     that any representation or warranty of such Sellers is not true, such
     untruth shall not be considered an untruth for purposes of this paragraph
     or Section 11.02.

          (b)  The relevant Buyers shall have received all documents they may
     reasonably request relating to the existence of such Sellers and the
     authority of such Sellers for this Agreement, all in form and substance
     reasonably satisfactory to such Buyers.

          (c)  Each Buyer shall receive at the relevant Closing, at the expense
     of such Buyer, 1992 ALTA Owner's Policies of Title Insurance with respect
     to each Property purchased by such Buyer at such Closing, issued by the
     Title Insurer insuring such Buyer as owner of fee simple title to the
     relevant Property, subject only to Permitted Encumbrances, in the amount of
     the applicable portion of the Purchase Price, containing such reinsurance
     coverage and endorsements as such Buyers shall reasonably request.

          (d)  Each Buyer shall have received, at or before the relevant
     Closing, executed estoppel certificates dated no more than 60 days prior to
     the relevant Closing, on such Buyer's forms or as prescribed by the
     relevant Tenant Lease (containing no claim against landlord or disclosure
     of adverse matters) executed by such tenants under Tenant Leases for the
     Properties to be purchased by such Buyer at such Closing providing for
     gross rental income of not less than 50% of the gross rental income derived
     under all Tenant Leases with respect to each such Property.

          (e)  With respect to each Development Property, the relevant Buyer
     shall have received, on or prior to the relevant Closing, the architect's
     certificate of Completion and shell certificate of occupancy, if
     applicable, referred to in Section 5.07(b).

     SECTION 10.03. CONDITIONS TO OBLIGATION OF SELLERS.  The obligations of the
Sellers to consummate the each Closing are subject to the satisfaction of the
following further conditions:

          (a) (i) The relevant Buyers shall have performed in all material
     respects all of their obligations hereunder required to be performed by it
     with respect to the Properties that are the subject of such Closing or
     prior to such Closing Date, (ii) the representations and warranties of such
     Buyers (as the same apply generally or with respect to such Properties)
     contained in this Agreement and in any certificate or other writing
     delivered by such Buyers pursuant hereto shall be true in all material
     respects at and as of such Closing Date, as if made at and as of such date,
     and (iii) the relevant Sellers shall have received certificates signed by
     the senior officers of such Buyers to the effect set forth in the preceding
     clause 10.03(a)(ii).

                                       57

 
     (b)  The relevant Sellers shall have received all documents they may
reasonably request relating to the existence of such Buyers and the authority of
such Buyers for this Agreement, all in form and substance reasonably
satisfactory to such Sellers.



                                  ARTICLE 11

                           SURVIVAL; INDEMNIFICATION

     SECTION 11.01.  SURVIVAL.  The covenants, agreements, representations and
warranties of the parties hereto contained in this Agreement shall survive the
relevant Closing for a period of one (1) year (the "EXPIRATION DATE"); provided
that (i) the covenants, agreements, representations and warranties contained in
Articles 9, 11 and 13 and Sections 2.02, 2.03, 2.06, 2.08, 2.09, 2.11, 4.08,
5.03, 5.07(f), 6.01, 6.02, 6.03, 7.03 and 7.05 shall survive indefinitely and
(ii) the covenants, agreements, representations and warranties contained in
Article 8 shall survive until expiration of the statute of limitations
applicable to the matters covered thereby (giving effect to any waiver,
mitigation or extension thereof), if later. Notwithstanding the preceding
sentence, any covenant, agreement, representation or warranty in respect of
which indemnity may be sought under this Agreement shall survive the time at
which it would otherwise terminate pursuant to the preceding sentence, if notice
of the inaccuracy thereof giving rise to such right of indemnity shall have been
given to the party against whom such indemnity may be sought prior to such time.

     SECTION 11.02.  INDEMNIFICATION.  (a)  From and after the relevant Closing
Date, Parent hereby indemnifies each Buyer and its Affiliates against and agrees
to hold each of them harmless from any and all damage, loss, liability and
expense (including reasonable expenses of investigation and reasonable
attorneys' fees and expenses in connection with any action, suit or proceeding)
("DAMAGES") incurred or suffered by such Buyer or any of its Affiliates arising
out of: (i) any misrepresentation or breach of warranty, covenant or agreement
made or to be performed by the Sellers or Parent pursuant to this Agreement
which survives the Closing or (ii) any Excluded Obligations relating to or
arising out of Properties purchased by such Buyer or any of its Affiliates;
provided that (A) Parent shall not be liable under Section 11.02(a)(i) unless
the aggregate amount of Damages incurred or suffered by such Buyer and its
Affiliates with respect to all matters referred to in Section 11.02(a)(i)
exceeds $1,000,000 and then only to the extent such aggregate amount exceeds
$500,000 and (B) Seller's maximum liability under Section 11.02(a)(i) shall not
exceed (1) $17,500,000 for EOP and its Affiliates, (2) $12,500,000 for Duke and
its Affiliates and (3) $10,000,000 for Weeks and its Affiliates.

                                       58

 
     (b)  Each Buyer hereby indemnifies Parent, the relevant Sellers and their
Affiliates against and agrees to hold each of them harmless from any and all
Damages incurred or suffered by Parent, the relevant Sellers or any of their
Affiliates arising out of: (i) any misrepresentation or breach of warranty,
covenant or agreement made or to be performed by such Buyer pursuant to this
Agreement which survives the Closing; or (ii) any Assumed Liability assumed by
such Buyer or any of its Affiliates; provided that (A) such Buyer shall not be
liable under Section 11.02(b)(i) unless the aggregate amount of Damages incurred
or suffered by Parent, the relevant Sellers and their Affiliates with respect to
all matters referred to in Section 11.02(b)(i) exceeds $1,000,000 and then only
to the extent such aggregate amount exceeds $500,000 and (B) each Buyer's
maximum liability under Section 11.02(b)(i) shall not exceed (1) $17,500,000 for
EOP and its Affiliates, (2) $12,500,000 for Duke and its Affiliates (3)
$10,000,000 for Weeks and its Affiliates.

     SECTION 11.03.  PROCEDURES.  (a)  The party seeking indemnification under
Section 11.02 (the "INDEMNIFIED PARTY") agrees to give prompt notice to the
party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the
assertion of any claim, or the commencement of any suit, action or proceeding in
respect of which indemnity may be sought under such Section and will provide the
Indemnifying Party such information with respect thereto that the Indemnifying
Party may reasonably request. The failure to so notify the Indemnifying Party
shall not relieve the Indemnifying Party of its obligations hereunder, except to
the extent such failure shall have adversely prejudiced the Indemnifying Party.

     (b)  The Indemnifying Party shall be entitled to participate in the defense
of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to
the limitations set forth in this Section, shall be entitled to control and
appoint lead counsel for such defense, in each case at its expense.

     (c)  If the Indemnifying Party shall assume the control of  the defense of
any Third Party Claim in accordance with the provisions of this Section 11.03,
(i) the Indemnifying Party shall obtain the prior written consent of the
Indemnified Party (which shall not be unreasonably withheld) before entering
into any settlement of  such Third Party Claim and (ii) the Indemnified Party
shall be entitled to participate in the defense of such Third Party Claim and to
employ separate counsel of its choice for such purpose. The fees and expenses of
such separate counsel shall be paid by the Indemnified Party.

     (d)  Each party shall cooperate, and cause their respective Affiliates to
cooperate, in the defense or prosecution of any Third Party Claim and shall
furnish or cause to be furnished such records, information and testimony, and
attend such conferences, discovery proceedings, hearings, trials or appeals, as
may be reasonably requested in connection therewith.

                                       59

 
     SECTION 11.04.  CALCULATION OF DAMAGES.  (a)  The amount of any Damages
payable under Section 11.03 by the Indemnifying Party shall be net of any (i)
amounts recovered or recoverable by the Indemnified Party under applicable
insurance policies, (ii) tax cost incurred by the Indemnified Party arising from
the receipt of indemnity payments and (iii) tax benefit realized by the
Indemnified Party arising from the incurrence or payment of any such Damages.
In computing the amount of any such tax cost or tax benefit, the Indemnified
Party shall be deemed to fully utilize, at the highest marginal tax rate then in
effect, all tax items arising from the receipt of any indemnity payment
hereunder or the incurrence or payment of any indemnified Damages.

     (b)  The Indemnifying Party shall not be liable under Section 11.02 for any
(i) Damages relating to any matter to the extent that the Indemnified Party had
been compensated for such matter pursuant to the Purchase Price adjustment under
Section 2.07, (ii) except in the case of an intentional breach or grossly
negligent misrepresentation, consequential or punitive Damages or (iii) except
in the case of an intentional breach or grossly negligent misrepresentation,
Damages for lost profits.

     (c)  Notwithstanding any other provision of this Agreement to the contrary,
if on the relevant Closing Date the Indemnified Party has knowledge of any
information that would cause one or more of the representations and warranties
made by the Indemnifying Party to be inaccurate as of the date made, the
Indemnified Party shall have no right or remedy after such Closing with respect
to such inaccuracy solely as it relates to such information and shall be deemed
to have waived its rights to indemnification in respect thereof.

     SECTION 11.05. ASSIGNMENT OF CLAIMS.  If the Indemnified Party receives any
payment from an Indemnifying Party in respect of any Damages pursuant to Section
11.02 and the Indemnified Party could have recovered all or a part of such
Damages from an unaffiliated third party (a "POTENTIAL CONTRIBUTOR") based on
the underlying Claim asserted against the Indemnifying Party, the Indemnified
Party shall assign such of its rights to proceed against the Potential
Contributor as are necessary to permit the Indemnifying Party to recover from
the Potential Contributor the amount of such payment; provided that the
Indemnified Party shall not be required to assign any right to proceed against a
Potential Contributor if the Indemnified Party determines in its reasonable
discretion that such assignment would be materially detrimental to its
reputation or future business prospects.

                                       60

 
                                  ARTICLE 12

                             TERMINATION; REMEDIES

     SECTION 12.01. GROUNDS FOR TERMINATION.  (a)  This Agreement may be
terminated with respect to any Buyer and its Property Group, at any time prior
to the First Closing or, after the First Closing, with respect to any Buyer and
the Properties in its Property Group that are the subject of the Second Closing,
at any time prior to the Second Closing:

           (i)   by mutual written agreement of (A) Parent and (B) the Buyers
     acting together;

           (ii)  by either (A) Parent or (B) any Buyer, if the conditions
     precedent to the relevant Closing set forth in Article 10 have not been
     satisfied or waived and the relevant Closing shall not have been
     consummated (A) within 30 days after the relevant scheduled Closing Date
     subject to any applicable right to adjournment, or (B) with respect to the
     Development Properties only in the event of a delay in Completion beyond
     the reasonable control of Parent and the relevant Seller on or before
     December 31, 1998;

           (iii) by either (A) Parent or (B) any Buyer, if consummation of the
     transactions contemplated hereby would violate any nonappealable final
     order, decree or judgment of any court or governmental body having
     competent jurisdiction, unless such order, decree or judgment results from
     the breach by the terminating party or parties or their respective
     obligations hereunder.

If Parent elects to terminate this Agreement pursuant to clause (ii) or clause
(iii) of this Section 12.01(a), Parent shall give notice of such termination to
the Buyers. If any Buyer elects to terminate this Agreement pursuant to clause
(ii) or clause (iii) of this Section 12.01(a), such Buyer shall give notice of
such termination to Parent and the other Buyers.

     (b)  In the event of the occurrence of any Buyer Breach Condition, this
Agreement may be terminated by Parent with respect to either:

           (i)   (A) all of the Properties in the Property Group of the Buyer
that is the subject of such Buyer Breach Condition, at any time prior to the
First Closing, or (B) after the First Closing, with respect to the Properties in
the Property Group of such Buyer that are the subject of the Second Closing; or

           (ii)  all of the Properties, at any time prior to the First Closing.

                                       61

 
If Parent elects to terminate this Agreement pursuant to this Section 12.01(b),
Parent shall give notice of such termination to the Buyers, which notice shall
specify whether it is pursuant to clause (ii) (i.e., with respect to all of the
Properties or all of the Properties that are the subject of the Second Closing,
as the case may be) or pursuant to clause (i) (i.e., with respect to all of the
Properties in the Property Group of the Buyer that is the subject of such Buyer
Breach Condition or all of the Properties in such Property Group that are the
subject of the Second Closing, as the case may be).

     (c)  The term "BUYER BREACH CONDITION" means the willful (i) failure of any
Buyer to fulfill a condition to the performance of its obligations under this
Agreement, (ii) failure of any Buyer to perform a covenant under this Agreement,
or (iii) breach by any Buyer of any representation, warranty or agreement under
this Agreement; and the term "SELLER BREACH CONDITION" means the willful (i)
failure of any Parent or any Seller to fulfill a condition to the performance of
its obligations under this Agreement, (ii) failure of any Parent or any Seller
to perform a covenant under this Agreement, or (iii) breach by any Parent or any
Seller of any representation, warranty or agreement under this Agreement.  For
the purposes of this Section 12.01, the term "Property" shall include the
Partnership Interest and the Golden Hills Interest.

     SECTION 12.02. EFFECT OF TERMINATION. If this Agreement is terminated as
provided in Sections 12.01, 5.05, 6.04 or 6.05, such termination shall be
without liability of any party (or any stockholder, director, officer, employee,
agent, consultant or representative of such party) to the other parties to this
Agreement, except (i) in the case of a termination pursuant to Section 5.05;
(ii) in the case of a termination pursuant to Section 12.01 by Parent in the
event of the occurrence of a Buyer Breach Condition (where no Seller Breach
Condition exists), in which case Parent shall be entitled to retain the Deposit
Amount (or the applicable portion thereof) pursuant to Section 2.10(d), as
liquidated damages as provided therein; and (iii) in the case of a termination
pursuant to Section 12.02 by the Buyers in the event of the occurrence of a
Seller Breach Condition (where no Buyer Breach Condition exists), in which case
Parent shall be fully liable for any and all Damages incurred or suffered by the
other parties as a result of such Seller Breach Condition. The parties
acknowledge that in such event the actual damages will be difficult to determine
and that retention of the Deposit Amount constitutes liquidated damages.

     SECTION 12.03. SPECIFIC PERFORMANCE.  The Buyers shall be entitled to
enforce the Sellers' obligations to sell and convey the Properties hereunder by
an action, suit or proceeding for specific performance to the extent permitted
under applicable law; provided that, if specific performance is unavailable
under applicable law the Buyers shall have the right to pursue such other
remedies as are available under applicable law or in equity.

                                       62

 
     SECTION 12.04. SURVIVAL. The provisions of Sections 2.10, 6.01 and 7.03 and
Articles 12 and 13 shall survive any termination hereof pursuant to Section
12.01, 5.05, 6.04 or 6.05.



                                  ARTICLE 13

                                 MISCELLANEOUS

     SECTION 13.01. NOTICES.  All notices, requests, responses and other
communications required or permitted hereunder shall be in writing (including
facsimile transmission), signed by the party giving the same or by its
attorneys, and shall be given:

     (a) if to the Parent:

          MEPC plc
          Nations House
          103 Wigmore Street
          London W1H 9AB
          England
          Attention:  James Dundas, Finance Director
          Fax number: 011-44-171-499-0643

          with copies to:

          MEPC Management Inc.
          15303 Dallas Parkway
          Suite 400, LB5
          Dallas, TX 75248
          Attention:  David L. Gruber, President
          Fax number: 972-980-5092

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, NY 10017
          Attention:  David J. Strupp, Esq.
          Fax number: 212-450-4800
 

                                       63

 
     (b) if to EOP:

          Equity Office Properties Trust
          Two North Riverside Plaza
          Chicago, Illinois 60606
          Attention: Jeffrey M. Bramson
          Fax No.  312-559-5070

          with copy to:

          Rosenberg & Liebentritt, P.C.
          Two North Riverside Plaza
          Suite 1600
          Chicago, Illinois 60606
          Attention: John S. Santa Lucia
          Fax number: 312-454-0335

     (c)  if to Duke:

          Duke Realty Investments, Inc.
          4225 Naperville Road
          Suite 150
          Lisle, Illinois 60532
          Attention: Robert M. Chapman
          Fax number: 630-505-9064

          with a copy to:

          Duke Realty Investments, Inc.
          8888 Keystone Crossing, Suite 1200
          Indianapolis, Indiana 46240
          Attention: Doug Greer
          Fax number: 317-574-3693

     (d)  if to Weeks:

          Weeks Corporation
          4497 Park Drive
          Norcross, Georgia 30093
          Attention: Thomas D. Senkbeil
          Fax number: 770-717-3310

                                       64

 
          with a copy to:

          King & Spalding
          191 Peachtree Street
          Atlanta, Georgia 30303
          Attention: William J. Armstrong
          Fax number: 404-572-5148

or at such other address or copy address as may be designated by a notice
of change of address given in accordance herewith.  Each notice, request,
response or other communication shall be deemed to have been given and to be
effective upon being (i) personally delivered with receipt for delivery, (ii
deposited with a nationally recognized overnight express delivery service for
next business day delivery with receipt for delivery, (ii sent by facsimile
transmission with confirmation of delivery, or (iv deposited in the United
States mail, postage prepaid, registered or certified with return receipt
requested, to the addressee at its address set forth above or in a change of
address notice given in accordance herewith.  The time period in which a
response to any such notice, request or other communication must be given shall
commence on the date of receipt thereof or deemed receipt thereof as provided
below.  Personal delivery to a party or any officer, partner or employee of such
party at its address set forth above or in a change of address notice given in
accordance herewith shall be deemed given and received at the time delivered.
Rejection or other refusal shall also be deemed receipt.

     SECTION 13.02.  EXPENSES; BROKERS.  (a) All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense; provided that (i) the Buyers shall pay and indemnify, hold harmless and
defend Parent and the Sellers from and against all Damages for (A) premiums,
charges and expenses of the Title Company in connection with the transactions
contemplated hereby; and (B) the expenses of recording and filing the Closing
Documents; and (ii the relevant Buyers and the relevant Sellers shall pay and
indemnify, hold harmless and defend the other from and against all Damages for
(A) their respective shares of the Transfer Taxes and Sales Taxes payable by
them pursuant to Article 8, and (B) any penalties or interest payable with
respect to their respective shares of the Transfer Taxes and Sales Taxes payable
by them.

     (b)  The Parent shall pay, and indemnify, hold harmless and defend the
Buyers from and against all Damages for, the fees of Goldman, Sachs & Co. and
any other investment banker, broker, finder or other intermediary which has been
retained by or is authorized to act on behalf of Parent or any of the Sellers or
their Affiliates who is entitled to a fee or commission in connection with this
Agreement or the transactions contemplated hereby.  The Buyers shall pay, and
indemnify, hold harmless and defend Parent and the Sellers from and against all
Damages for, the fees of any investment banker, broker, finder or other
intermediary which has been retained by or is authorized 

                                       65

 
to act on behalf of any of the Buyers or their Affiliates who is entitled to a
fee or commission in connection with this Agreement or the transactions
contemplated hereby.

     SECTION 13.03. GOVERNING LAW.  Agreement shall be governed by and construed
in accordance with the law of the State of New York, without regard to the
conflicts of law rules of such State which might cause the laws of any other
jurisdiction to govern.

     SECTION 13.04. JURISDICTION.  Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may only
be brought in the United States District Court for the Southern District of New
York or any other New York State court sitting in New York City, and each of the
parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 1301 shall be deemed
effective service of process on such party.

     SECTION 13.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     SECTION 13.06.  ATTORNEYS' FEES.  In the event of any suit, action or
proceeding relating to this Agreement, the party who obtains substantially all
of the relief sought by it shall be entitled to recover reasonable attorneys'
fees and disbursements as a part of its judgment.

     SECTION 13.07.  NO RECORDING.  Neither this Agreement nor any memorandum
hereof shall be recorded.  Any such recording shall be void and of no force or
effect.

     SECTION 13.08.  SUCCESSORS AND ASSIGNS.  (a)  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns and all references herein to
"Parent", "Sellers" and "Buyers" shall be deemed to refer to the respective
successors and assigns of such parties; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other party hereto, except that (i) any
Buyer 

                                       66

 
may assign its rights or obligations hereunder to (A) an Affiliate of such
Buyer without the consent of any other party hereto, but in such case Buyer will
not be relieved of any of its obligations hereunder but will be jointly and
severally liable with the Affiliate assignee for all such obligations or (B) an
entity into which or with which such Buyer shall merge or consolidate, or which
acquires all or substantially all of the assets of such Buyer, and (ii) the
rights and obligations hereunder with respect to the Walker Building may be
assigned to a partnership or limited liability company formed by EOP, Duke and
Weeks, subject to and in accordance with Section 3.02.

     (b)  Notwithstanding the foregoing, any Seller may sell or otherwise
transfer its Property or Properties to New Holding and assign its rights and
obligations hereunder to New Holding; and, upon such transfer and assignment and
the assumption by New Holding of the obligations hereunder of the assignor, such
assignor shall be released from its obligations hereunder with respect to the
Property or Properties so transferred to New Holding.

     SECTION 13.09. THIRD-PARTY BENEFICIARIES.  The provisions of this Agreement
are for the sole benefit of the parties hereto and their successors and
permitted assigns; and none of the provisions of this Agreement is intended to
or shall be construed as conferring any rights upon any person other than the
parties hereto and their successors and permitted assigns.

     SECTION 13.10. ENTIRE AGREEMENT.  This Agreement, the Escrow Agreement, the
Related Agreements and the Closing Documents constitute the entire agreement
between the parties with respect to the subject matter thereof and supersede all
prior agreements, understandings, representations and statements of any kind
whatsoever, both oral and written, between the parties or their representatives
with respect to the subject matter thereof.

     SECTION 13.11. INVALID PROVISIONS.  If any provision of this Agreement or
the application of any provision of this Agreement to any person or circumstance
shall to any extent be held invalid or unenforceable, the remainder of this
Agreement or the application of such provision to any other persons or
circumstances shall not be affected thereby, and this Agreement and each of the
provisions hereof shall be valid and enforceable to the fullest extent permitted
by law.

     SECTION 13.12. AMENDMENTS AND WAIVERS. (a)  Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement, or
in the case of a waiver, by the party against whom the waiver is to be
effective.

     (b)  No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof 

                                       67

 
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

     SECTION 13.13. LIABILITY OF PARTIES.  Parent and each of the Sellers,
respectively, shall be jointly and severally, liable for their obligations under
this Agreement.  Except as otherwise expressly set forth relating to the Deposit
and the Walker Building (i) the obligations of each Seller hereunder shall be
several, not joint, and (ii) the obligations of each Buyer hereunder shall be
several, and not joint.

     SECTION 13.14. COUNTERPARTS.  This Agreement may be signed in any number of
counterparts; the signatures on each counterpart shall be deemed to be on the
same instrument; each of such counterparts shall be deemed to be an original;
all of such counterparts shall be deemed to be a single instrument; and
signatures on any counterpart delivered by facsimile transmission shall have the
same effect as the original signatures.

     SECTION 13.15. BINDING EFFECT.  This Agreement shall not be a binding
obligation of the Parent or the Sellers until it has been fully executed and
delivered by the Buyers and the Sellers and the Parent, the Escrow Agreement has
been fully executed and delivered by the Buyers, the Sellers and the Escrow
Agent and the Escrow Agent shall have received the Letters of Credit.

                                       68

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                         MEPC PLC


                         By: /s/ James Dundas       /s/ David S. Gruber
                            -------------------------------------------
                            Name:  James Dundas     David S. Gruber
                            Title: Director         Director
 

                         EOP OPERATING LIMITED PARTNERSHIP,
                         A DELAWARE LIMITED PARTNERSHIP

                         By:  Equity Office Properties Trust, a Maryland real
                              estate investment trust, sole general partner


                         By: /s/ [ILLEGIBLE SIGNATURE]
                            ----------------------------------------
                            Name:  [ILLEGIBLE NAME]
                            Title: Senior Vice President


                         DUKE REALTY LIMITED PARTNERSHIP,
                         AN INDIANA LIMITED PARTNERSHIP

                         By:  Duke Realty Investments, Inc., an Indiana
                              corporation, General Partner


                         By: /s/ Robert M. Chapman
                            ----------------------------------------
                            Name:  Robert M. Chapman
                            Title: Executive Vice President
                                   Acquisitions


 
                         WEEKS REALTY, L.P., A GEORGIA LIMITED 
                         PARTNERSHIP

                         By:  Weeks GP Holdings, Inc., a Georgia 
                              corporation, its sole general partner


                         By: /s/ David P. Stockert
                            ----------------------------------------
                            Name:  David P. Stockert
                            Title: Senior Vice President &
                                   Chief Financial Officer

                                       70

 
                                                                       EXHIBIT A
                                   PROPERTIES
PROPERTY CITY STATE BUYER PURCHASE PRICE DEPOSIT - -------- ---- ----- ----- -------------- ------- PROPERTIES FOR THE FIRST CLOSING - -------------------------------- Industrial Properties: - --------------------- Freeport II Coppell TX Weeks 10,956,600 610,000 International I Garland TX Weeks 5,266,800 300,000 International II Garland TX Weeks 9,338,700 520,000 Fitz & Floyd Lewisville TX Weeks 6,433,500 360,000 Waters Ridge Lewisville TX Weeks 8,825,200 490,000 Freeport North Land/1/ Coppell TX Weeks 4,950,000 275,000 Texas Plaza Land/2/ Irving TX Weeks 2,200,000 125,000
- ------------------------- /1/ Developable Land (50 acres +/-). /2/ Developable Land (Tract B, 11.3 acres +/-). Exhibit A Page 1
PROPERTY CITY STATE BUYER PURCHASE PRICE DEPOSIT - -------- ---- ----- ----- -------------- ------- PROPERTIES FOR THE SECOND CLOSING - --------------------------------- Industrial Properties: - --------------------- Centerport Dist Ctr* Fort Worth TX Weeks 10,718,100 625,000 Freeport III* Coppell TX Weeks 9,625,000 520,000 Freeport IV* Coppell TX Weeks 9,695,500 500,000 Texas Plaza/3/* Irving TX Weeks 10,140,400 575,000 Total Weeks 88,149,800 4,900,000
- --------------------- /3/ Includes land available for additional parking or development. * Designates Development Property Exhibit A Page 2 SCHEDULE 206 ADJUSTMENTS TO PURCHASE PRICES AT SECOND CLOSING I. CENTREPORT DISTRIBUTION CENTER (DALLAS, TEXAS) A. Purchase Price: $10,718,100 1. Capitalization rate utilized in computing the Purchase Price was 9.4% (the "Stabilized Capitalization Rate"). In the event a lease of 10 years or more is signed, the Purchase Price will be adjusted by applying a cap rate to the net rent paid over the first year of 8.90%. 2. The Capitalization rate to be utilized for purposes of the adjustments provided for in paragraph B.3. below will be 10.0% (the "Adjustment Capitalization Rate"). 3. The assumed annual net rental rate per square foot used in computing the Purchase Price was $3.25. For leases signed between 3/31/98 and 9/30/98, the minimum rental rate shall not be less than the projected rental rate without an appropriate reduction in the acquisition price and approval of Purchaser. Lease terms shall be for five years or longer, effective rental rates over a lease term shall be used for any rental concessions (including free rent and other concessions) in excess of 3 months of the first year's rent. B. Adjustments to Purchase Price. The Purchase Price shall be reduced by: 1. The actual amounts agreed to be paid by landlord with respect to tenant improvement costs or allowances and leasing commissions in connection with leases in effect on the Second Closing Date and which remain unpaid at the Second Closing Date. 2. The amount of $2.60 per square foot (for tenant improvement costs or allowances and leasing commissions) for the rentable area of the Property which is unleased at the Second Closing Date. For purposes of this calculation the rentable area of the Property shall be deemed to be 310,000 square feet (100% occupancy). 3. The amount determined by multiplying the assumed annual net rental rate per square foot times the total number of square feet remaining unleased at the Second Closing Date and, in one calculation, dividing this product by the Stabilized Capitalization Rate, and, in another calculation, dividing this Schedule 2.06 Page 1 product by the Adjustment Capitalization Rate, and then subtracting the lower of such numbers from the higher of such numbers. Schedule 2.06 Page 2 IV. FREEPORT III (COPPELL, TEXAS) A. Purchase Price $9,625,000 1. Capitalization rate utilized in computing Purchase Price was 9.25% (the "Stabilized Capitalization Rate"). In the event a lease of 10 years or more is Schedule 2.06 Page 3 signed, the Purchase Price will be adjusted by applying a cap rate to the net rent paid over the first year of 8.90%. 2. The Capitalization rate to be utilized for purposes of the adjustments provided for in paragraph B.3. below will be 9.85% (the "Adjustment Capitalization Rate"). 3. The assumed annual net rental rate per square foot used in computing the Purchase Price was $2.90. For leases signed between 3/31/98 and 9/30/98, the minimum rental rate shall not be less than the projected rental rate without an appropriate reduction in the acquisition price and approval of Purchaser. Lease terms shall be for five years or longer. Effective rental rates over a lease term shall be used for any rental concessions (including free rent and other concessions) in excess of 3 months of the first year's rent. B. Adjustments to Purchase Price. The Purchase Price shall be reduced by: 1. The actual amounts agreed to be paid by landlord with respect to tenant improvement costs or allowances and leasing commissions in connection with leases in effect on the Second Closing Date and which remain unpaid at the Second Closing Date. 2. The amount of $3.98 per square foot for the rentable area of the Property which is unleased at the Second Closing Date. For purposes of this calculation the rentable area of the Property shall be deemed to be 297,902 square feet (100% occupancy). 3. The amount determined by multiplying the assumed annual net rental rate per square foot times the total number of square feet remaining unleased at the Second Closing Date and, in one calculation, dividing this product by the Stabilized Capitalization Rate and, in another calculation, dividing this product by the Adjustment Capitalization Rate, and then subtracting the lower of such numbers from the higher of such numbers. V. FREEPORT IV (COPPELL, TEXAS) A. Purchase Price $9,695,500 1. Capitalization rate utilized in computing Purchase Price was 10.0% (the "Stabilized Capitalization Rate"). In the event a lease of 10 years or more is signed, the Purchase Price will be adjusted by applying a cap rate to the net rent paid over the first year of 9.50%. Schedule 2.06 Page 4 2. The Capitalization rate to be utilized for purposes of the adjustments provided for in paragraph B.4. below will be 10.6% (the "Adjustment Capitalization Rate"). 3. The assumed annual net rental rate per square foot used in computing the Purchase Price was $7.75. For leases signed between 3/31/98 and 9/30/98, the minimum rental rate shall not be less than the projected rental rate without an appropriate reduction in the acquisition price and approval of Purchaser. Lease terms shall be for five years or longer. Effective rental rates over a lease term shall be used for any rental concessions (including free rent and other concessions) in excess of 3 months of the first year's rent. B. Adjustments to Purchase Price. The Purchase Price shall be reduced by: 1. The amount agreed upon by the relevant Seller and the relevant Buyer prior to the Second Closing Date pursuant to Section 205(b), as the amount (if any) required following the Second Closing Date to complete (not including any tenant improvement costs or allowances or any leasing commissions) the current development program. 2. The actual amounts agreed to be paid by landlord with respect to tenant improvement costs or allowances and leasing commissions in connection with leases in effect on the Second Closing Date and which remain unpaid at the Second Closing Date. 3. The amount of $18.62 per square foot (for tenant improvement costs or allowances and leasing commissions) for the rentable area of the Property which is unleased at the Second Closing Date. For purposes of this calculation the rentable area of the Property shall be deemed to be 125,103 square feet (100% occupancy). 4. The amount determined by multiplying the assumed annual net rental rate per square foot times the total number of square feet remaining unleased at the Second Closing Date and, in one calculation, dividing this product by the Stabilized Capitalization Rate and, in another calculation, dividing this product by the Adjustment Capitalization Rate, and then subtracting the lower of such numbers from the higher of such numbers. Schedule 2.06 Page 5 VII. TEXAS PLAZA (IRVING, TEXAS) Schedule 2.06 Page 6 A. Purchase Price $10,140,400 1. Capitalization rate utilized in computing Purchase Price was 10.0% (the "Stabilized Capitalization Rate"). In the event a lease of 10 years or more is signed, the Purchase Price will be adjusted by applying a cap rate to the net rent paid over the first year of 9.50%. 2. The Capitalization rate to be utilized for purposes of the adjustments provided for in paragraph B.3. below will be 10.6% (the "Adjustment Capitalization Rate"). 3. The assumed annual net rental rate per square foot used in computing the Purchase Price was $9.00. For leases signed between 3/31/98 and 9/30/98, the minimum rental rate shall not be less than the projected rental rate without an appropriate reduction in the acquisition price and approval of Purchaser. Lease terms shall be for five years or longer. Effective rental rates over a lease term shall be used for any rental concessions (including free rent and other concessions) in excess of 3 months of the first year's rent. B. Adjustments to Purchase Price. The Purchase Price shall be reduced by: 1. The actual amounts agreed to be paid by landlord with respect to tenant improvement costs or allowances and leasing commissions in connection with leases in effect on the Second Closing Date and which remain unpaid at the Second Closing Date. 2. The amount of $21.04 per square foot (for tenant improvement costs or allowances and leasing commissions) for the rentable area of the Property which is unleased at the Second Closing Date. For purposes of this calculation the rentable area of the Property shall be deemed to be 115,926 square feet (100% occupancy). 3. The amount determined by multiplying the assumed annual net rental rate per square foot times the total number of square feet remaining unleased at the Second Closing Date and, in one calculation, dividing this product by the Stabilized Capitalization Rate and, in another calculation, dividing this product by the Adjustment Capitalization Rate, and then subtracting the lower of such numbers from the higher of such numbers. 4. In the event a new lease requires the use of the adjacent 5.1 acre parcel, the value of this land shall be deducted from the acquisition price at $125,000 per acre. Seller shall have the right to recapture this value by achieving rental rates above $9.00 psf but no greater than $10.00 psf utilizing the 10% cap Schedule 2.06 Page 7 rate. Due to the size of the tract, the value of the entire tract must be deducted if greater than one acre is required. Schedule 2.06 Page 8