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Exhibit 10.1
BOSTON PROPERTIES LIMITED PARTNERSHIP
Forty-Seventh Amendment to
Agreement of Limited Partnership
This Amendment is made as of April 11, 2003, by BOSTON PROPERTIES, INC., a
Delaware corporation, as general partner (the "GENERAL PARTNER" or the
"COMPANY"), of BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership (the "PARTNERSHIP"), for the purpose of amending the Second Amended
and Restated Agreement of Limited Partnership of the Partnership dated June 29,
1998, as amended (the "PARTNERSHIP AGREEMENT"). All capitalized terms used
herein and not defined shall have the respective meanings ascribed to them in
the Partnership Agreement.
WHEREAS, Section 14.1.B(3) of the Partnership Agreement permits the General
Partner, without the consent of the Limited Partners, to amend the Partnership
Agreement for the purpose of setting forth and reflecting in the Partnership
Agreement the designations, rights, powers, duties, and preferences of holders
of any additional Partnership Interests issued pursuant to Section 4.2.A of the
Partnership Agreement; and
WHEREAS, the General Partner desires by this Certificate to so amend the
Partnership Agreement as of this 11th day of April, 2003.
WHEREAS, Pursuant to the Boston Properties, Inc. 1997 Stock Option and
Incentive Plan, as amended and/or one or more successor or additional equity
incentive plans or programs that the Company or the Partnership may adopt after
the date hereof, as amended (each individually and all of them collectively, as
the context requires, the "Plan"), the General Partner resolved to grant to
executives of the Company and its subsidiaries, including the Partnership, Other
Stock-Based Awards (as defined in the Plan) which include the issuance to such
executives of a Partnership Interest having the rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and
conditions of redemption and conversion set forth herein, such Partnership
Interest to be expressed as a number of Partnership Units to be referred to as
Long Term Incentive Units ("LTIP UNITS").
WHEREAS, the issuance of LTIP Units is permitted by Section 4.2.A of the
Partnership Agreement.
NOW, THEREFORE, the General Partner has set forth in this Amendment
pursuant to its authority under Sections 4.2A and 5.4 of the Partnership
Agreement the following description of the rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of
redemption and conversion of a class and series of Partnership Interest which
shall be referred to as "LTIP UNITS":
1. ADDITIONAL DEFINED TERMS. The following additional defined terms shall be
inserted in Article 1 of the Partnership Agreement, in alphabetical order:
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"ADJUSTMENT EVENT" shall have the meaning set forth in Section
4.2.C hereof.
"COMMON UNIT DISTRIBUTION" shall have the meaning set forth in
Section 4.2.C hereof.
"COMMON UNIT ECONOMIC BALANCE" has the meaning set forth in
Section 6.1.B(iii).
"CONSTITUENT PERSON" shall have the meaning set forth in Section
8.8.F.
"CONVERSION DATE" shall have the meaning set forth in Section
8.8.B.
"CONVERSION NOTICE" shall have the meaning set forth in Section
8.8.B.
"CONVERSION RIGHT" shall have the meaning set forth in Section
8.8.A.
"DISTRIBUTION PAYMENT DATE" shall mean the dates upon which the
General Partner makes distributions in accordance with Section 5.1 of
the Partnership Agreement.
"ECONOMIC CAPITAL ACCOUNT BALANCE" has the meaning set forth in
Section 6.1.B(iii).
"FORCED CONVERSION" shall have the meaning set forth in Section
8.8.C.
"FORCED CONVERSION NOTICE" shall have the meaning set forth in
Section 8.8.C.
"LTIP UNIT" means a Partnership Unit which is designated as an
LTIP Unit and which has the rights, preferences and other privileges
designated in Section 4.2.C hereof and elsewhere in the Partnership in
respect of LTIP Unitholders. The allocation of LTIP Units among the
Partners shall be set forth on EXHIBIT A, as may be amended from time
to time.
"LTIP UNITHOLDER" means a Partner that holds LTIP Units.
"TRANSACTION" shall have the meaning set forth in Section 8.8.F.
"VESTING AGREEMENT" means each or any, as the context implies,
Long Term Incentive Plan (LTIP) Vesting Agreement entered into by a
LTIP Unitholder upon acceptance of an award of LTIP Units under the
Plan (as such agreement may be amended, modified or supplemented from
time to time).
2. ISSUANCE OF LTIP UNITS. The following subsection C shall be appended to
Section 4.2 of the Partnership Agreement:
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C. The General Partner may from time to time issue LTIP Units
to Persons who provide services to the Partnership, for such
consideration as the General Partner may determine to be appropriate,
and admit such Persons as Limited Partners. Subject to the following
provisions of this Section 4.2.C and the special provisions of
Sections 6.1.B(iii), 8.8 and 8.9, LTIP Units shall be treated as
Common Units, with all of the rights, privileges and obligations
attendant thereto. For purposes of computing the Partners' Percentage
Interests, holders of LTIP Units shall be treated as Common
Unitholders and LTIP Units shall be treated as Common Units. In
particular, the Partnership shall maintain at all times a one-to-one
correspondence between LTIP Units and Common Units for conversion,
distribution and other purposes, including without limitation
complying with the following procedures:
(i) If an Adjustment Event (as defined below) occurs,
then the General Partner shall make a corresponding adjustment to
the LTIP Units to maintain a one-for-one conversion and economic
equivalence ratio between Common Units and LTIP Units. The
following shall be "ADJUSTMENT EVENTS": (A) the Partnership makes
a distribution on all outstanding Common Units in Partnership
Units, (B) the Partnership subdivides the outstanding Common
Units into a greater number of units or combines the outstanding
Common Units into a smaller number of units, or (C) the
Partnership issues any Partnership Units in exchange for its
outstanding Common Units by way of a reclassification or
recapitalization of its Common Units. If more than one Adjustment
Event occurs, the adjustment to the LTIP Units need be made only
once using a single formula that takes into account each and
every Adjustment Event as if all Adjustment Events occurred
simultaneously. For the avoidance of doubt, the following shall
not be Adjustment Events: (x) the issuance of Partnership Units
in a financing, reorganization, acquisition or other similar
business transaction, (y) the issuance of Partnership Units
pursuant to any employee benefit or compensation plan or
distribution reinvestment plan, or (z) the issuance of any
Partnership Units to the Company in respect of a capital
contribution to the Partnership of proceeds from the sale of
securities by the Company. If the Partnership takes an action
affecting the Common Units other than actions specifically
described above as "Adjustment Events" and in the opinion of the
General Partner such action would require an adjustment to the
LTIP Units to maintain the one-to-one correspondence described
above, the General Partner shall have the right to make such
adjustment to the LTIP Units, to the extent permitted by law and
by the Plan, in such manner and at such time as the General
Partner, in its sole discretion, may determine to be appropriate
under the circumstances. If an adjustment is made to the LTIP
Units as herein provided the Partnership shall promptly file in
the books and records of the Partnership an officer's certificate
setting forth such adjustment and a brief statement of the facts
requiring such adjustment, which certificate shall be conclusive
evidence of the correctness of such adjustment absent manifest
error. Promptly after filing of such certificate,
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the Partnership shall mail a notice to each LTIP Unitholder
setting forth the adjustment to his or her LTIP Units and the
effective date of such adjustment; and
(ii) The LTIP Unitholders shall, in respect of each
Distribution Payment Date, when, as and if authorized and
declared by the General Partner out of assets legally available
for that purpose, be entitled to receive distributions in an
amount per LTIP Unit equal to the distributions per Common Unit
(the "COMMON UNIT DISTRIBUTION"), paid to holders of record on
the same record date established by the General Partner with
respect to such Distribution Payment Date. The term "NEWLY ISSUED
UNIT" as defined in Section 5.1.B shall be deemed to include LTIP
Units issued during a Distribution Period and such Section 5.1.B.
shall apply in full to LTIP Units. During any Distribution
Period, so long as any LTIP Units are outstanding, no
distributions (whether in cash or in kind) shall be authorized,
declared or paid on Common Units, unless equal distributions have
been or contemporaneously are authorized, declared and paid on
the LTIP Units for such Distribution Period.
The LTIP Units shall rank PARI PASSU with the Common Units as to
the payment of regular and special periodic or other distributions and
distribution of assets upon liquidation, dissolution or winding up. As
to the payment of distributions and as to distribution of assets upon
liquidation, dissolution or winding up, any class or series of
Partnership Units or Partnership Interests which by its terms
specifies that it shall rank junior to, on a parity with, or senior to
the Common Units shall also rank junior to, or PARI PASSU with, or
senior to, as the case may be, the LTIP Units. Subject to the terms of
any Vesting Agreement, a LTIP Unitholder shall be entitled to transfer
his or her LTIP Units to the same extent, and subject to the same
restrictions as holders of Common Units are entitled to transfer their
Common Units pursuant to Article 11.
LTIP Units shall be subject to the following special provisions:
(i) VESTING AGREEMENTS. LTIP Units may, in the sole
discretion of the General Partner, be issued subject to vesting,
forfeiture and additional restrictions on transfer pursuant to
the terms of a Vesting Agreement. The terms of any Vesting
Agreement may be modified by the General Partner from time to
time in its sole discretion, subject to any restrictions on
amendment imposed by the relevant Vesting Agreement or by the
Plan, if applicable. LTIP Units that have vested under the terms
of a Vesting Agreement are referred to as "VESTED LTIP UNITS";
all other LTIP Units shall be treated as "UNVESTED INCENTIVE
UNITS."
(ii) FORFEITURE. Unless otherwise specified in the Vesting
Agreement, upon the occurrence of any event specified in a
Vesting Agreement as resulting in either the right of the
Partnership or the General Partner to repurchase LTIP Units at a
specified purchase price or some
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other forfeiture of any LTIP Units, then if the Partnership or
the General Partner exercises such right to repurchase or
forfeiture in accordance with the applicable Vesting Agreement,
then the relevant LTIP Units shall immediately, and without any
further action, be treated as cancelled and no longer outstanding
for any purpose. Unless otherwise specified in the Vesting
Agreement, no consideration or other payment shall be due with
respect to any LTIP Units that have been forfeited, other than
any distributions declared with respect to a Partnership Record
Date prior to the effective date of the forfeiture. In connection
with any repurchase or forfeiture of LTIP Units, the balance of
the portion of the Capital Account of the LTIP Unitholder that is
attributable to all of his or her LTIP Units shall be reduced by
the amount, if any, by which it exceeds the target balance
contemplated by Section 6.1.B(iii), calculated with respect to
the LTIP Unitholder's remaining LTIP Units, if any.
(iii) ALLOCATIONS. LTIP Unitholders shall be entitled to
certain special allocations of gain under Section 6.1.B(iii).
(iv) REDEMPTION. The Redemption Right provided to Limited
Partners under Section 8.6 shall not apply with respect to LTIP
Units unless and until they are converted to Common Units as
provided in clause (vi) below and Section 8.8.
(v) LEGEND. Any certificate evidencing an LTIP Unit shall
bear an appropriate legend indicating that additional terms,
conditions and restrictions on transfer, including without
limitation any Vesting Agreement, apply to the LTIP Unit.
(vi) CONVERSION TO COMMON UNITS. Vested LTIP Units are
eligible to be converted into Common Units under Section 8.8.
(vii) VOTING. LTIP Units shall have the voting rights
provided in Section 8.9.
3. SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. The following clause (iii)
shall be appended to Section 6.1.B of the Partnership Agreement:
(iii) Notwithstanding the provisions of Section 6.1.A above, but
subject to the prior allocation of Net Income and gross items of
income under clauses (i) and (ii) above, any net capital gains
realized in connection with the actual or hypothetical sale of all or
substantially all of the assets of the Partnership, including but not
limited to net capital gain realized in connection with an adjustment
to the Carrying Value of Partnership assets under Section 704(b) of
the Code, shall first be allocated to the LTIP Unitholders until the
Economic Capital Account Balances of such Limited Partners, to the
extent attributable to their ownership of LTIP Units, are equal to (i)
the Common Unit Economic Balance, multiplied by (ii) the number of
their LTIP Units. For this purpose, the
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"ECONOMIC CAPITAL ACCOUNT BALANCES" of the LTIP Unitholders will be
equal to their Capital Account balances, plus the amount of their
shares of any Partner Minimum Gain or Partnership Minimum Gain, in
either case to the extent attributable to their ownership of LTIP
Units. Similarly, the "COMMON UNIT ECONOMIC BALANCE" shall mean (i)
the Capital Account Balance of the Company, plus the amount of the
Company's share of any Partner Minimum Gain or Partnership Minimum
Gain, in either case to the extent attributable to the Company's
ownership of Common Units and computed on a hypothetical basis after
taking into account all allocations through the date on which any
allocation is made under this clause 6.1.B(iii), divided by (ii) the
number of the Company's Common Units. Any such allocations shall be
made among the LTIP Unitholders in proportion to the amounts required
to be allocated to each under this clause 6.1.B(iii). The parties
agree that the intent of this clause 6.1.B(iii) is to make the Capital
Account balances of the LTIP Unitholders with respect to their LTIP
Units economically equivalent to the Capital Account balance of the
Company with respect to its Common Units.
4. CONVERSION OF LTIP UNITS. The following Section 8.8 shall be appended to
Article 8 of the Partnership Agreement.
Section 8.8 CONVERSION OF LTIP UNITS.
A. A LTIP Unitholder shall have the right (the "CONVERSION
RIGHT"), at his or her option, at any time to convert all or a portion
of his or her Vested LTIP Units into Common Units; PROVIDED, HOWEVER,
that a holder may not exercise the Conversion Right for less than
three hundred (300) Vested LTIP Units or, if such holder holds less
than one thousand Vested LTIP Units, all of the Vested LTIP Units held
by such holder. LTIP Unitholders shall not have the right to convert
Unvested Incentive Units into Common Units until they become Vested
LTIP Units; PROVIDED, HOWEVER, that when a LTIP Unitholder is notified
of the expected occurrence of an event that will cause his or her
Unvested Incentive Units to become Vested LTIP Units, such LTIP
Unitholder may give the Partnership a Conversion Notice conditioned
upon and effective as of the time of vesting and such Conversion
Notice, unless subsequently revoked by the LTIP Unitholder, shall be
accepted by the Partnership subject to such condition. The General
Partner shall have the right at any time to cause a conversion of
Vested LTIP Units into Common Units. In all cases, the conversion of
any LTIP Units into Common Units shall be subject to the conditions
and procedures set forth in this Section 8.8.
B. A holder of Vested LTIP Units may convert such Units into an
equal number of fully paid and non-assessable Common Units, giving
effect to all adjustments (if any) made pursuant to Section 4.2.C.
Notwithstanding the foregoing, in no event may a holder of Vested LTIP
Units convert a number of Vested LTIP Units that exceeds (x) the
Economic Capital Account Balance of such Limited Partner, to the
extent attributable to its ownership of LTIP Units,
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divided by (y) the Common Unit Economic Balance, in each case as
determined as of the effective date of conversion (the "CAPITAL
ACCOUNT LIMITATION").
In order to exercise his or her Conversion Right, a LTIP
Unitholder shall deliver a notice (a "CONVERSION NOTICE") in the form
attached as EXHIBIT A to the Partnership (with a copy to the General
Partner) not less than 10 nor more than 60 days prior to a date (the
"CONVERSION DATE") specified in such Conversion Notice; PROVIDED,
HOWEVER, that if the General Partner has not given to the LTIP
Unitholders notice of a proposed or upcoming Transaction (as defined
below) at least thirty (30) days prior to the effective date of such
Transaction, then LTIP Unitholders shall have the right to deliver a
Conversion Notice until the earlier of (x) the tenth (10th) day after
such notice from the General Partner of a Transaction or (y) the third
business day immediately preceding the effective date of such
Transaction. A Conversion Notice shall be provided in the manner
provided in Section 15.1. Each LTIP Unitholder covenants and agrees
with the Partnership that all Vested LTIP Units to be converted
pursuant to this Section 8.8A shall be free and clear of all liens.
Notwithstanding anything herein to the contrary, a holder of LTIP
Units may deliver a Redemption Notice pursuant to Section 8.6A of the
Partnership Agreement relating to those Common Units that will be
issued to such holder upon conversion of such LTIP Units into Common
Units in advance of the Conversion Date; PROVIDED, HOWEVER, that the
redemption of such Common Units by the Partnership shall in no event
take place until after the Conversion Date. For clarity, it is noted
that the objective of this paragraph is to put a LTIP Unitholder in a
position where, if he or she so wishes, the Common Units into which
his or her Vested LTIP Units will be converted can be redeemed by the
Partnership simultaneously with such conversion, with the further
consequence that, if the Company elects to assume the Partnership's
redemption obligation with respect to such Common Units under Section
8.6B of the Partnership Agreement by delivering to such holder REIT
Shares rather than cash, then such holder can have such REIT Shares
issued to him or her simultaneously with the conversion of his or her
Vested LTIP Units into Common Units. The General Partner shall
cooperate with a LTIP Unitholder to coordinate the timing of the
different events described in the foregoing sentence.
C. The Partnership, at any time at the election of the General
Partner, may cause any number of Vested LTIP Units held by a LTIP
Unitholder to be converted (a "FORCED CONVERSION") into an equal
number of Common Units, giving effect to all adjustments (if any) made
pursuant to Section 4.2.C; provided, however, that the Partnership may
not cause Forced Conversion of any LTIP Units that would not at the
time be eligible for conversion at the option of such LTIP Unitholder
pursuant to Section 8.8.B. In order to exercise its right of Forced
Conversion, the Partnership shall deliver a notice (a "FORCED
CONVERSION NOTICE") in the form attached as EXHIBIT B to the
applicable LTIP Unitholder not less than 10 nor more than 60 days
prior to the Conversion Date specified in such Forced Conversion
Notice. A Forced Conversion Notice shall be provided in the manner
provided in Section 15.1.
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D. A conversion of Vested LTIP Units for which the holder
thereof has given a Conversion Notice or the Partnership has given a
Forced Conversion Notice shall occur automatically after the close of
business on the applicable Conversion Date without any action on the
part of such LTIP Unitholder, as of which time such LTIP Unitholder
shall be credited on the books and records of the Partnership with the
issuance as of the opening of business on the next day of the number
of Common Units issuable upon such conversion. After the conversion of
LTIP Units as aforesaid, the Partnership shall deliver to such LTIP
Unitholder, upon his or her written request, a certificate of the
General Partner certifying the number of Common Units and remaining
LTIP Units, if any, held by such person immediately after such
conversion. The Assignee of any Limited Partner pursuant to Section 11
hereof may exercise the rights of such Limited Partner pursuant to
this Section 8.8 and such Limited Partner shall be bound by the
exercise of such rights by the Assignee.
E. For purposes of making future allocations under Section
6.1.B(iii) and applying the Capital Account Limitation, the portion of
the Economic Capital Account balance of the applicable LTIP Unitholder
that is treated as attributable to his or her LTIP Units shall be
reduced, as of the date of conversion, by the product of the number of
LTIP Units converted and the Common Unit Economic Balance.
F. If the Partnership or the General Partner shall be a party
to any transaction (including without limitation a merger,
consolidation, unit exchange, self tender offer for all or
substantially all Common Units or other business combination or
reorganization, or sale of all or substantially all of the
Partnership's assets, but excluding any transaction which constitutes
an Adjustment Event) in each case as a result of which Common Units
shall be exchanged for or converted into the right, or the holders of
such Units shall otherwise be entitled, to receive cash, securities or
other property or any combination thereof (each of the foregoing being
referred to herein as a "Transaction"), then the General Partner
shall, immediately prior to the Transaction, exercise its right to
cause a Forced Conversion with respect to the maximum number of LTIP
Units then eligible for conversion, taking into account any
allocations that occur in connection with the Transaction or that
would occur in connection with the Transaction if the assets of the
Partnership were sold at the Transaction price or, if applicable, at a
value determined by the General Partner in good faith using the value
attributed to the Partnership Units in the context of the Transaction
(in which case the Conversion Date shall be the effective date of the
Transaction).
In anticipation of such Forced Conversion and the consummation of
the Transaction, the Partnership shall use commercially reasonable
efforts to cause each LTIP Unitholder to be afforded the right to
receive in connection with such Transaction in consideration for the
Common Units into which his or her LTIP Units will be converted the
same kind and amount of cash, securities and other property (or any
combination thereof) receivable upon the consummation of such
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Transaction by a holder of the same number of Common Units, assuming
such holder of Common Units is not a Person with which the Partnership
consolidated or into which the Partnership merged or which merged into
the Partnership or to which such sale or transfer was made, as the
case may be (a "CONSTITUENT PERSON"), or an affiliate of a Constituent
Person. In the event that holders of Common Units have the opportunity
to elect the form or type of consideration to be received upon
consummation of the Transaction, prior to such Transaction the General
Partner shall give prompt written notice to each LTIP Unitholder of
such election, and shall use commercially reasonable efforts to afford
the LTIP Unitholders the right to elect, by written notice to the
General Partner, the form or type of consideration to be received upon
conversion of each LTIP Unit held by such holder into Common Units in
connection with such Transaction. If a LTIP Unitholder fails to make
such an election, such holder (and any of its transferees) shall
receive upon conversion of each LTIP Unit held him or her (or by any
of his or her transferees) the same kind and amount of consideration
that a holder of a Common Unit would receive if such Common Unit
holder failed to make such an election.
Subject to the rights of the Partnership and the Company under
any Vesting Agreement and the Plan (including without limitation
pursuant to Section 3 of the Plan with respect to recapitalizations,
mergers and substitute awards), the Partnership shall use commercially
reasonable effort to cause the terms of any Transaction to be
consistent with the provisions of this Section 8.8.F and to enter into
an agreement with the successor or purchasing entity, as the case may
be, for the benefit of any LTIP Unitholders whose LTIP Units will not
be converted into Common Units in connection with the Transaction that
will (i) contain provisions enabling the holders of LTIP Units that
remain outstanding after such Transaction to convert their LTIP Units
into securities as comparable as reasonably possible under the
circumstances to the Common Units and (ii) preserve as far as
reasonably possible under the circumstances the distribution, special
allocation, conversion, and other rights set forth in the Partnership
Agreement for the benefit of the LTIP Unitholders.
5. VOTING RIGHTS OF LTIP UNITS. The following Section 8.9 shall be appended
to Article 8 of the Partnership Agreement:
Section 8.9 VOTING RIGHTS OF LTIP UNITS. LTIP Unitholders shall
(a) have those voting rights required from time to time by applicable
law, if any, (b) have the same voting rights as a holder of Common
Units, with the LTIP Units voting as a single class with the Common
Units and having one vote per LTIP Unit; and (c) have the additional
voting rights that are expressly set forth below. So long as any LTIP
Units remain outstanding, the Partnership shall not, without the
affirmative vote of the holders of at least a majority of the LTIP
Units outstanding at the time, given in person or by proxy, either in
writing or at a meeting (voting separately as a class), amend, alter
or repeal, whether by merger, consolidation or otherwise, the
provisions of the Partnership Agreement
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applicable to LTIP Units so as to materially and adversely affect any
right, privilege or voting power of the LTIP Units or the LTIP
Unitholders as such, unless such amendment, alteration, or repeal
affects equally, ratably and proportionately the rights, privileges
and voting powers of the holders of Common Units; but subject, in any
event, to the following provisions:
(i) With respect to any Transaction, so long as the LTIP Units are
treated in accordance with Section 8.8.F hereof, the consummation
of such Transaction shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting
powers of the LTIP Units or the LTIP Unitholders as such; and
(ii) Any creation or issuance of any Partnership Units or of any class
or series of Partnership Interest including without limitation
additional Common Units, LTIP Units or Preferred Units, whether
ranking senior to, junior to, or on a parity with the LTIP Units
with respect to distributions and the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences,
privileges or voting powers of the LTIP Units or the LTIP
Unitholders as such.
The foregoing voting provisions will not apply if, at or prior to
the time when the act with respect to which such vote would otherwise
be required will be effected, all outstanding LTIP Units shall have
been converted into Common Units.
6. CONFIRMATION OF AGREEMENT. Except as modified herein, all terms and
conditions of the Partnership Agreement shall remain in full force and
effect.
[End of Text]
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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of
the date first written above.
BOSTON PROPERTIES, INC., as general partner
of Boston Properties Limited Partnership
By: /s/ William J. Wedge
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Name: William J. Wedge
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Title: Senior Vice President
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Exhibit A
to _____________________ Amendment to Agreement of Limited Partnership
NOTICE OF ELECTION BY PARTNER TO CONVERT
LTIP UNITS INTO COMMON UNITS
The undersigned LTIP Unitholder hereby irrevocably (i) elects to convert
the number of LTIP Units in Boston Properties Limited Partnership (the
"PARTNERSHIP") set forth below into Common Units in accordance with the terms of
the Second Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended; and (ii) directs that any cash in lieu of Common Units
that may be deliverable upon such conversion be delivered to the address
specified below. The undersigned hereby represents, warrants, and certifies that
the undersigned (a) has title to such LTIP Units, free and clear of the rights
or interests of any other person or entity other than the Partnership; (b) has
the full right, power, and authority to cause the conversion of such LTIP Units
as provided herein; and (c) has obtained the consent or approval of all persons
or entities, if any, having the right to consent or approve such conversion.
Name of LTIP Unitholder:
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(Please Print: Exact Name as Registered with Partnership)
Number of LTIP Units to be Converted:
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Date of this Notice:
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(Signature of Limited Partner: Sign Exact Name as Registered with Partnership)
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(Street Address)
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(City) (State) (Zip Code)
Signature Guaranteed by:
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Exhibit B
to _____________________ Amendment to Agreement of Limited Partnership
NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION
OF LTIP UNITS INTO COMMON UNITS
Boston Properties Limited Partnership (the "PARTNERSHIP") hereby
irrevocably (i) elects to cause the number of LTIP Units held by the LTIP
Unitholder set forth below to be converted into Common Units in accordance with
the terms of the Second Amended and Restated Agreement of Limited Partnership of
the Partnership, as amended
Name of LTIP Unitholder:________________________________________________________
(Please Print: Exact Name as Registered with Partnership)
Number of LTIP Units to be Converted:______________________
Date of this Notice:_______________________________________
LIBC/1591198.6