PROPOSED AMENDMENTS TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
of
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP
A California Limited Partnership
Article V., Section 1 of the Amended and Restated Limited Partnership
Agreement of Prudential-Bache/Equitec Real Estate Partnership (the "Agreement")
is hereby amended by adding to the end of such section the following new
paragraph:
Nothwithstanding any other provision of this Agreement, the
General Partners shall have the authority to effectuate the
Plan, as such term is defined in the Statement Furnished in
Connection with the Solicitation of Consents, dated as of
October , 1997, filed with the Securities and Exchange
Commission on Schedule 13E-3 on October , 1997 and as such
document may be amended (the "Statement").
Article V., Section 2(i) of the Agreement is hereby amended by deleting the
period at the end of such subsection and inserting at the end of such subsection
the following:
; and, provided further, that any Affiliate of Glenborough
Corporation and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may purchase all or
any of the Assets (as such term is defined in the Statement)
from the Partnership.
IN WITNESS WHEREOF, the General Partners have, after receiving the
requisite consent of the Unitholders, executed the Amendments to the Partnership
Agreement, effective as of November , 1997.
PRUDENTIAL-BACHE PROPERTIES, INC.,
a Delaware corporation
By:__________________________________
Title:_______________________________
GLENBOROUGH CORPORATION,
a California corporation
By:__________________________________
Title:_______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
in his individual capacity as
General Partner
By:__________________________________