UNITED DOMINION REALTY TRUST INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>dex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                          UNITED DOMINION REALTY, L.P.

          This SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF UNITED DOMINION REALTY, L.P. (this "Amendment") is made
and entered into as of June 12, 2003 (the "Effective Date") by and among United
Dominion Realty, L.P., a Virginia limited partnership (the "Partnership"),
United Dominion Realty Trust, Inc., a Maryland corporation (the "Company"), as
the general partner of the Partnership, and Windjammer Apartments, L.P.
("WJLP"), M.V. JV, LLC ("MVLLC"), Mesa Verde Villas II, L.P. ("MVLP" and,
together with WJLP and MVLLC, the "Contributors"), and the recipients of the
Class A Partnership Units (as defined below) party to this Amendment (the "Unit
Recipients") and amends that certain Third Amended and Restated Agreement of
Limited Partnership of United Dominion Realty, L.P. dated as of December 7, 1998
as amended by that certain First Amendment to Third Amended and Restated
Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of May
8, 2001 (as amended, the "Partnership Agreement"). The Partnership, the Company,
the Contributors and the Unit Recipients are sometimes referred to in this
Amendment collectively as the "Parties" and individually as a "Party." Unless
indicated otherwise, all section, schedule, appendix and exhibit references
contained in this Amendment are to sections, schedules and exhibits of this
Amendment.

                                    RECITALS
                                    --------

          A.   On the Effective Date, the Contributors have made a Capital
Contribution of an aggregate of $28,738,273 to the Partnership in exchange for
which the Contributors are entitled to receive an aggregate of 1,730,179 limited
partnership interests in the Partnership, with the rights and preferences set
forth in this Amendment (the "Class A Partnership Units").

          B.   On the Effective Date, the Contributors have distributed all or a
portion of the Class A Partnership Units to the Unit Recipients.

          C.   Pursuant to the authority granted to the General Partner under
the Partnership Agreement, the General Partner desires to amend the Partnership
Agreement to reflect (a) the issuance of the Class A Partnership Units, (b) the
admission of the Contributors and the Unit Recipients, as the case may be, as
Additional Limited Partners and (c) certain other matters described in this
Amendment.

          D.   The Contributors and the Unit Recipients desire to become parties
to the Partnership Agreement as Limited Partners and to be bound by all terms,
conditions and other provisions of this Amendment and the Partnership Agreement
(as amended by this Amendment).

<PAGE>

          NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the Parties agree as follows:

          1.   Definitions. Capitalized terms used in this Amendment, unless
otherwise defined in this Amendment, shall have the meanings as set forth in the
Partnership Agreement.

          2.   Admission of Contributors. The Contributors and the Unit
Recipients are admitted as Additional Limited Partners in accordance with
Section 4.02(a) of the Partnership Agreement holding such number of Class A
Partnership Units as is set forth on Appendix A, attached to this Amendment.
Each Contributor and Unit Recipient agrees to become a party to the Partnership
Agreement as a Limited Partner and to be bound by all the terms, conditions and
other provisions of the Partnership Agreement, as amended by this Amendment. The
admission of the Contributors and the Unit Recipients shall become effective as
of the Effective Date, which shall also be the date on which the names of the
Contributors and the Unit Recipients are recorded on the books and records of
the Partnership.

          3.   Restatement of Exhibit A. Exhibit A to the Partnership Agreement
is hereby deleted in its entirety and replaced with Appendix A.

          4.   Definitions. Section 1.01 of the Partnership Agreement is hereby
amended by adding the following defined terms in the correct alphabetical order.

               "Class A Partner" means a Limited Partner who holds Class A
     Partnership Units.

               "Class A Partnership Units" means Partnership Interests
     having the rights and preferences of a Class A Partnership Unit as set
     forth in this Agreement.

               "Class A Specified Redemption Date" means the date that
     Class A Partnership Units are required to be redeemed or acquired
     pursuant to Section 8.05(d).

               "Contribution Agreements" means collectively that certain
     Contribution Agreement dated as of May 2, 2003 between the General
     Partner, the Partnership, Mesa Verde Villas II, L.P. and M.V. JV, LLC
     and that certain Contribution Agreement dated as of May 2, 2003
     between the General Partner, the Partnership and Windjammer
     Apartments, L.P.

               "Cross Over Date" means the date on which a Class A Partner
     would have received distributions with respect to the Class A
     Partnership Units held by such Class A Partner equal to or greater
     than the Threshold Amount for a period of four consecutive calendar
     quarters, assuming such Class A Partner had received distributions
     based on the Dividend Equivalent instead of distributions on the Class
     A Partnership Units pursuant to this Agreement.

                                       2

<PAGE>

               "First Amendment" means the First Amendment to the Third
     Amended and Restated Agreement of Limited Partnership of United
     Dominion Realty, L.P., dated as of June 1, 2001.

               "Preferred Return" means, as to each Class A Partner, a
     cumulative annual, non-compounded return on each Class A Partnership
     Unit equal to eight percent (8%) based upon a value of $16.61 per
     Class A Partnership Unit.

               "Threshold Amount" means a fixed distribution of $1.3288 per
     annum.

          5.   Distributions. Section 5.02(a) of the Partnership Agreement is
hereby deleted in its entirety and replaced with the following:

                         "5.02 Distribution of Cash.

               (a)  Except as provided in Section 5.06, the General Partner
     shall be required to make distributions of Available Cash pursuant to
     Sections 5.02(a)(i), 5.02(a)(ii), 5.02(a)(iii) and 5.02(a)(iv) on a
     quarterly (or, at the election of the General Partner, more frequent)
     basis to the Partners who are Partners on the Partnership Record Date
     with respect to such quarter (or other distribution period). The
     amount and frequency of the distributions of Available Cash pursuant
     to section 5.02(a)(v) shall be determined by the General Partner in
     its sole discretion. Available Cash shall be distributed to the
     Partners in the following order of priority:

                    (i)   First, to the Class A Partners until the Cross
          Over Date, in an amount sufficient to provide each Class A
          Partner its Preferred Return from the date of the first issuance
          of Class A Partnership Units through the date of the distribution
          less any prior distributions to the Class A Partners pursuant to
          this Section 5.01(a)(i); provided that if the Partnership does
          not have sufficient funds to distribute to provide each Class A
          Partner with its Preferred Return, distributions pursuant to this
          Section 5.02(a)(i) shall be made pro rata to the Class A Partners
          in accordance with the amount otherwise due to each Class A
          Partner under this Section 5.02(a)(i);

                    (ii)  Second, to the Outside Partners (which shall
          exclude the Class A Partners prior to the Cross Over Date, but
          shall include the Class A Partners, other than Class A Partners
          that are also UDR Partners, on and after the Cross Over Date) in
          proportion to their respective Percentage Interests on the
          Partnership Record Date, until each Outside Partner has received
          an amount equal to its Dividend Equivalent for such quarter (or
          other distribution period);

                    (iii) Third, to the UDR Partners, other than, prior to
          the Cross Over Date, UDR Partners who are also Class A Partners,
          in

                                       3

<PAGE>

          proportion to their respective Percentage Interests on the
          Partnership Record Date, until each UDR Partner has received an
          amount equal to the excess, if any, of (A) the amount that such
          UDR Partner would have received pursuant to Sections 5.02(a)(iv)
          and 5.02(a)(v) in the absence of Section 5.02(a)(ii) and this
          Section 5.02(a)(iii) from the date of this Agreement to the end
          of the period to which the distribution relates (assuming that
          distributions under Section 5.02(a)(v), like the distributions
          under Sections 5.02(a)(i) through 5.02(a)(iv), were required to
          be made on a quarterly or more frequent basis), over (B) the sum
          of all prior distributions to such UDR Partner pursuant to this
          Section 5.02(a)(iii), Section 5.02(a)(iv) and Section 5.02(a)(v);

                    (iv)  Fourth, to the Partners (which shall exclude the
          Class A Partners prior to the Cross Over Date, but shall include
          the Class A Partners on and after the Cross Over Date) in
          accordance with their respective Percentage Interests on the
          Partnership Record Date, until each such Outside Partner has
          received an amount equal to the excess, if any, of (A) the amount
          equal to its Dividend Equivalent from the date of this Agreement
          to the end of the period to which the distribution relates, over
          (B) the sum of all prior distributions to such Outside Partner
          pursuant to Section 5.02(a)(ii) and this Section 5.02(a)(iv); and

                    (v)   Thereafter, to the Partners (which shall exclude
          the Class A Partners prior to the Cross Over Date, but shall
          include the Class A Partners on and after the Cross Over Date) in
          accordance with their respective Percentage Interests on the
          Partnership Record Date.

          The amount and frequency of distributions of any cash other than
     Available Cash shall be determined by the General Partner in its sole
     discretion and, if distributed, such cash shall be distributed to the
     Partners in accordance with this Section 5.02(a). If a new or existing
     Partner acquires an additional Partnership Interest in exchange for a
     Capital Contribution on any date other a Partnership Record Date, the
     cash distribution attributable to such additional Partnership Interest
     for the Partnership Record Date following the issuance of such
     additional Partnership Interest shall be reduced in the proportion
     that the number of days that such additional Partnership Interest is
     held by such Partner bears to the number of days between such
     Partnership Record Date and the immediately preceding Partnership
     Record Date."

          6.   Transactions. Section 7.01(c)(iv) of the Partnership Agreement is
hereby deleted in its entirety and replaced with the following:

               "(iv) the Company merges, consolidates, or combines with or
     into another entity and, immediately after such merger, (A)
     substantially all of the assets of the surviving entity, other than
     Partnership Units and the ownership interests in any wholly-owned
     Subsidiaries held by the Company, are contributed to the Partnership
     as a Capital Contribution in exchange for Partnership units with

                                       4

<PAGE>

     a fair market value equal to the value of the assets so contributed as
     determined pursuant to Section 704(b) of the Code, (B) any successor
     or surviving corporation expressly agrees to assume all obligations of
     the Company hereunder, and (C) the Conversion Factor is adjusted
     appropriately to reflect the ratio at which REIT Shares are converted
     into shares of the surviving entity."

          7.   Limitation on Liability. Section 8.03 of the Partnership
Agreement is hereby deleted in its entirety and replaced by the following:

               "8.03 Limitation on Liability of Limited Partners. No Limited
     Partner shall be liable for any debts, liabilities, contracts or
     obligations of the Partnership. A Limited Partner shall be liable to the
     Partnership only to make payments of its Capital Contribution, if any, as
     and when due hereunder. After its Capital Contribution is fully paid, no
     Limited Partner shall, except as otherwise required by the Act, be required
     to make any further Capital Contributions or other payments or lend any
     funds to the Partnership. Notwithstanding the foregoing provisions of this
     Section 8.03, a Class A Partner shall be liable to the Partnership or to
     its lenders to the extent set forth in any guarantee of Partnership debt or
     in any agreement to contribute capital to the Partnership in connection
     with any Partnership debt, in each case only to the extent so agreed by
     such Class A Partner in such guarantee or contribution agreement."

          8.   Redemption.

               (a)  Sections 8.05(a), 8.05(b), 8.05(c) and 8.05(d) of the
     Partnership Agreement are hereby deleted in their entirety and replaced by
     the following:

                    "(a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), and
          8.05(e), and the provisions of any agreement between the Partnership
          and any Limited Partner with respect to Partnership Units held by such
          Limited Partners, such Limited Partner, other than the Original
          Limited Partner, shall have the right (the "Redemption Right") to
          require the Partnership to redeem on a Specified Redemption Date, or
          on the Class A Specified Redemption Date with respect to a Class A
          Partner, all or a portion of the Partnership Units held by such
          Limited Partner at a redemption price equal to and in the form of the
          Cash Amount to be paid by the Partnership, provided, that such
          Partnership Units shall have been outstanding for at least one year.
          The Redemption Right shall be exercised pursuant to a Notice of
          Redemption delivered to the Partnership (with a copy to the General
          Partner) by the Limited Partner who is exercising the Redemption Right
          (the "Redeeming Partner"); provided, however, that the Partnership
          shall not be obligated to satisfy such Redemption Right if the General
          Partner elects to purchase the Partnership Units subject to the Notice
          of Redemption pursuant to Section 8.05(b); and provided, further, that
          no Limited Partner may deliver more than two Notices of Redemption
          during each calendar year, provided that each Class A Partner may
          deliver a Notice of Redemption more frequently provided it is limited
          to one Notice of Redemption per calendar quarter. A Limited Partner
          may not exercise the Redemption Right for less than 1,000 Partnership
          Units or, if such Limited Partner holds less than 1,000 Partnership
          Units, all of the

                                       5

<PAGE>

          Partnership Units held by such Partner. Except as otherwise provided
          in Section 8.05(h), the Redeeming Partner shall have no right, with
          respect to any Partnership Units so redeemed, to receive any
          distribution paid with respect to Partnership Units if the record date
          for such distribution is on or after the Specified Redemption Date or
          the Class A Specified Redemption Date, as applicable."

                    "(b) Notwithstanding the provisions of Section 8.05(a), a
          Limited Partner that exercises the Redemption Right shall be deemed to
          have offered to sell the Partnership Units described in the Notice of
          Redemption to the General Partner, and the General Partner may, in its
          sole and absolute discretion but subject to the last sentence of this
          subsection (b), elect to purchase directly and acquire such
          Partnership Units by paying to the Redeeming Partner either the Cash
          Amount or the REIT Shares Amount, as elected by the General Partner
          (in its sole and absolute discretion), on the Specified Redemption
          Date or on the Class A Specified Redemption Date with respect to a
          Class A Partner, whereupon the General Partner shall acquire the
          Partnership Units offered for redemption by the Redeeming Partner and
          shall be treated for all purposes of this Agreement as the owner of
          such Partnership Units. If the General Partner shall elect to exercise
          its right to purchase Partnership Units under this Section 8.05(b)
          with respect to a Notice of Redemption, it shall so notify the
          Redeeming Partner within five (three for any Class A Partner) Business
          Days after the receipt by the General Partner of such Notice of
          Redemption. Such notice shall indicate whether the General Partner
          will pay the Cash Amount or the REIT Shares Amount. Unless the General
          Partner (in its sole and absolute discretion) shall exercise its right
          to purchase Partnership Units from the Redeeming Partner pursuant to
          this Section 8.05(b), the General Partner shall not have any
          obligation to the Redeeming Partner or the Partnership with respect to
          the Redeeming Partner's exercise of the Redemption Right. In the event
          the General Partner shall exercise its right to purchase Partnership
          Units with respect to the exercise of a Redemption Right in the manner
          described in the first sentence of this Section 8.05(b), the
          Partnership shall have no obligation to pay any amount to the
          Redeeming Partner with respect to such Redeeming Partner's exercise of
          such Redemption Right, and each of the Redeeming Partner, the
          Partnership, and the General Partner shall treat the transaction
          between the General Partner and the Redeeming Partner for federal
          income tax purposes as a sale of the Redeeming Partner's Partnership
          Units to the General Partner. Each Redeeming Partner agrees to execute
          such documents as the Partnership may reasonably require in connection
          with the issuance of REIT Shares upon exercise of the Redemption
          Right. If Section 5.05 hereof shall prevent the Partnership from
          satisfying, in whole or in part, any exercise of the Redemption Right
          by a Redeeming Partner, then the Company (whether or not it is then
          the General Partner) shall be deemed to have elected pursuant to this
          Section 8.05(b) to purchase, and hereby agrees to purchase, directly
          from such Redeeming Partner, such number of Partnership Units as the
          Partnership is unable to redeem due to the operation of Section 5.05."

                                       6

<PAGE>

                    "(c) Notwithstanding the provisions of Section 8.05(a) and
          8.05(b), a Limited Partner shall not be entitled to exercise the
          Redemption Right if the delivery of REIT Shares to such Partner on the
          Specified Redemption Date by the Company pursuant to Section 8.05(b)
          (regardless of whether or not the Company would in fact exercise its
          rights under Section 8.05(b)) would (i) result in REIT Shares being
          owned by fewer than 100 persons (determined without reference to any
          rules of attribution), (ii) result in the Company being "closely held"
          within the meaning of Section 856(h) of the Code, (iii) cause the
          Company to own, directly or constructively, 10% or more of the
          ownership interests in a tenant of the Company's, the Partnership's or
          a Subsidiary's real property, within the meaning of Section
          856(d)(2)(B) of the Code, (iv) in the good faith opinion of the Board
          of Directors of the Company, otherwise disqualify the Company as a
          REIT, or (v) in the opinion of counsel for the Company, constitute or
          result in a violation of Section 5 of the Securities Act of 1933, as
          amended (the "Securities Act"), or cause the acquisition of REIT
          Shares by such Partner to be "integrated" with any other distribution
          of REIT Shares for purposes of complying with the registration
          provisions of the Securities Act. The Company, in its sole and
          absolute discretion, may waive the restriction on redemption set forth
          in this Section 8.05(c); provided, however, that in the event such
          restriction is waived, the Redeeming Partner shall be paid the Cash
          Amount. Notwithstanding the foregoing, each Class A Partner shall be
          entitled to exercise its Redemption Right with respect to the Class A
          Partnership Units regardless of whether the issuance of REIT Shares to
          such Class A Partner would violate the restrictions set forth above,
          provided that the Class A Partner shall receive the Cash Amount in
          connection with such redemption."

                    "(d) Any Cash Amount to be paid by the Partnership to a
          Redeeming Partner pursuant to Section 8.05(a), and any Cash Amount or
          REIT Shares Amount to be paid by the General Partner to a Redeeming
          Partner pursuant to Section 8.05(b), shall be paid within 20 Business
          Days, or with respect to a Redeeming Partner who is a Class A Partner,
          five Business Days, after the initial date of receipt by the General
          Partner of the Notice of Redemption relating to the Partnership Units
          to be redeemed; provided, however, that such 20 Business Day period,
          but not the five Business Day period, may be extended for up to an
          additional 180-day period to the extent required for the Company to
          issue and sell securities the proceeds of which will be contributed to
          the Partnership to provide cash for payment of the Cash Amount.
          Notwithstanding the foregoing, the General Partner agrees to use its
          best efforts to cause the closing of the acquisition of redeemed
          Partnership Units hereunder to occur as quickly as reasonably
          possible."

               (b)  The following are hereby added to Section 8.05 of the
     Partnership Agreement as Sections 8.05(g) and 8.05(h), respectively:

                    "(g) If a Class A Partner exercises its Redemption Right
          with respect to Class A Partnership Units and the Partnership elects
          to pay the Cash Amount with respect to such redemption and does not
          pay such amount to such

                                       7

<PAGE>

          Class A Partner by the Class A Specified Redemption Date then on such
          date the Partnership shall issue such Class A Partner a promissory
          note (the "Class A Note"). The Class A Note shall be payable within 30
          calendar days and will bear interest at a rate per annum equal to
          LIBOR plus 90 basis points. Payment of the Class A Note shall be
          guaranteed by the General Partner. For purposes of this Section
          8.05(g), "LIBOR" means the rate per annum (rounded upwards, if
          necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750
          (or any successor page) as the London interbank offered rate for
          deposits in Dollars at approximately 11:00 a.m. (London time) two
          Business Days prior to the date the Class A Note is issued for a term
          of 30 days. If for any reason such rate is not available, the term
          "LIBOR" shall mean the rate per annum (rounded upwards, if necessary,
          to the nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page
          as the London interbank offered rate for deposits in Dollars at
          approximately 11:00 a.m. (London time) two Business Days prior to the
          date the Class A Note is issued for a term of 30 days; provided,
          however, if more than one rate is specified on the Reuters Screen LIBO
          Page, the applicable rate shall be the arithmetic mean of all such
          rates."

                    "(h) Notwithstanding anything set forth in this Agreement to
          the contrary, if a Class A Partner delivers a Notice of Redemption, a
          Partnership Record Date subsequently occurs with respect to a
          distribution to the Class A Partners pursuant to Section 5.02 and such
          distribution is not distributed prior to the Class A Specified
          Redemption Date, then the Class A Partner whose Class A Partnership
          Units are redeemed on such date shall be entitled to receive the
          distribution pursuant to Section 5.02(a) with respect to such Class A
          Partnership Units notwithstanding such redemption unless such Class A
          Partnership Units are redeemed for REIT Stock and such Class A
          Specified Redemption Date occurs on or before the record date for the
          payment of a dividend on such REIT Stock that is payable in respect of
          the same period as such distribution on the Class A Partnership Units
          so redeemed, in which event the distribution made to such Class A
          Partner pursuant to Section 5.02(a) shall be reduced by the amount of
          such dividend on the REIT Stock."

          9.   Transfer. Section 9.02 of the Partnership Agreement is hereby
amended by the addition of the following as Sections 9.02(f) and 9.02(g) and
renumbering Section 9.02(f) of the Partnership Agreement as Section 9.02(h):

               "(f) Notwithstanding Section 9.02(a), a Class A Partner may
          transfer the Class A Partnership Units held by such Class A
          Partner to (i) any Person who, directly or indirectly, owned an
          equity interest in such Class A Partner immediately prior to such
          transfer, (ii) any Family Member of such Class A Partner, (iii)
          any trust of which a Person described in clause (i) of this
          Section 9.02(f) or a Family Member of such Person or such Class A
          Partner and/or a bona fide tax-exempt charitable organization are
          the sole beneficiaries and (iv) any bona fide tax-exempt
          charitable organization in connection with a bona fide gift or
          donation. Further, notwithstanding Section 9.02(a), a Class A
          Partner may pledge

                                       8

<PAGE>

          the Class A Partnership Units held by such Class A Partner (i) as
          set forth in Section 7.04 of the respective Contribution
          Agreements and (ii) to a lending institution to secure a bona
          fide loan or extension of credit made by such lending institution
          to such Class A Partner and, upon such lending institution
          exercising its remedy, if any, to foreclose and take possession
          of such Class A Partnership Units and taking possession of such
          Class A Partnership Units with respect to a default under such
          loan or extension of credit and compliance by such lending
          institution with the provisions of Section 9.03(a), the General
          Partner will consent to the admission of such lending institution
          to the Partnership as a Substitute Limited Partner
          notwithstanding the provisions of Section 9.03(a)(vii); provided
          that notwithstanding the foregoing the General Partner may
          withhold such consent if the General Partner in its sole
          discretion determines that there is a reasonable business purpose
          for the Partnership not to admit such lending institution as a
          Substitute Limited Partner."

               "(g) Notwithstanding anything set forth in this Agreement to
          the contrary, no transfer of a Class A Partnership Unit is
          permitted without the consent of the General Partner, which
          consent may be given or withheld in its sole and absolute
          discretion, if such transfer would result in more than eighty
          (80) "partners" of the Partnership holding all outstanding Class
          A Partnership Units for purposes of Section II.A of Internal
          Revenue Service Notice 88-75, 1988-2 C.B. 386."

          10.  Class A Voting Rights. The Partnership Agreement is hereby
amended by the addition of the following as a new Section 11.03:

               "11.03 Class A Voting Rights.

               (a)  So long as any Class A Partnership Units remain outstanding,
     neither the General Partner nor the Partnership shall, without the
     affirmative vote of the Class A Partners holding at least a majority of the
     Class A Partnership Units then outstanding increase the authorized or
     issued amount of Class A Partnership Units or reclassify any Partnership
     Interest into Class A Partnership Units or create, authorize or issue any
     obligations or security convertible into or evidencing the right to
     purchase any Class A Partnership Units. Further, subject to the
     Partnership's rights set forth in Section 7.03(g) of the respective
     Contribution Agreements during the Tax Protection Period (as defined in
     such Contribution Agreements), the consent of the Class A Partners holding
     at least a majority of the Class A Partnership Units then outstanding will
     be required to approve any merger, acquisition or other fundamental
     transaction involving the Partnership, unless (i) the holders of such Class
     A Partnership Units will not recognize a taxable gain in the transaction
     and the tax protections set forth in Section 7.03 of each of the
     Contribution Agreements are preserved following such merger, acquisition or
     other fundamental transaction, (ii) the Class A Partners are offered a
     portion of the consideration offered to the holders of Limited Partner
     Interests which is in proportion to the Value of their respective
     Partnership Interests, (iii) the value, as determined in good faith by the
     General Partner, of the liquidation, redemption rights and preferences of
     the

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<PAGE>

     Class A Limited Partners set forth in this Agreement, either in respect of
     the Partnership or another limited partnership, limited liability company
     or other "pass-through" entity for federal income tax purposes which
     succeeds to the interests of or is the survivor of a transaction with the
     Partnership, are preserved in connection with such merger, acquisition or
     other fundamental transaction and (iv) the Class A Limited Partners' fixed
     or guaranteed entitlements or preferences as to dividends or distributions
     as set forth herein are preserved and the other relative rights,
     preferences and privileges of the Class A Partnership Units are maintained.

               (b)  So long as any Class A Partnership Units remain outstanding,
     no amendment or modification to this Agreement that adversely affects the
     relative rights, preferences or privileges of the Class A Partnership Units
     shall be effective without the prior written approval of Class A Partners
     holding at least a majority of the Class A Partnership Units then
     outstanding."

          11.  Offset. Except as otherwise provided in a written agreement
between a Class A Partner and the Partnership, the Partnership agrees that it
will not exercise any right to offset amounts payable to a Contributor as
distributions pursuant to the Partnership Agreement or in connection with a
redemption of Class A Partnership Units by a Contributor against any amounts
owed by such Contributor to the Partnership.

          12.  Additional Agreements. The Parties agree that (a) the Class A
Partnership Units will be evidenced by certificates in accordance with Section
2.06 of the Partnership Agreement and (b) the Class A Partnership Units will be
subject to the provisions set forth in Article VII of the Contribution
Agreements.

          13.  Continuing Effect of Partnership Agreement. Except as
specifically amended by this Amendment, the Partnership Agreement is hereby
ratified and confirmed in its entirety and shall remain and continue in full
force and effect. All references in any document to the Partnership Agreement
shall mean the Partnership Agreement, as amended hereby.

          14.  Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same agreement. Signatures to this Amendment may be
transmitted by facsimile and such transmission shall be deemed an original.

                            {Signature Pages Follow}

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<PAGE>

     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
by their respective authorized representatives as of the Effective Date.

                                      UNITED DOMINION REALTY TRUST, INC., a
                                      Maryland corporation


                                      By:   /s/ W. Mark Wallis
                                         ---------------------------------------
                                      Name:   W. Mark Wallis
                                      Title:  Senior Executive Vice President


                                      UNITED DOMINION REALTY, L.P., a Virginia
                                      limited partnership


                                      By:  United Dominion Realty Trust, Inc.,
                                           a Maryland corporation, its General
                                           Partner


                                           By:  /s/ W. Mark Wallis
                                              ----------------------------------
                                           Name:   W. Mark Wallis
                                           Title:  Senior Executive
                                                   Vice President

<PAGE>

                                      "Contributors"

                                      MESA VERDE VILLAS II, L.P.,
                                      a California limited partnership


                                      By:  B&B Mortgage, Inc., a California
                                           corporation, its General Partner


                                           By:  /s/ David T. Beauchamp
                                              ----------------------------------
                                              David T. Beauchamp
                                              its Secretary


                                      M.V. JV, LLC,
                                      a California limited liability company

                                      By:  DB Holdings, L.P., a California
                                           limited partnership, its Manager


                                           By:  DTB Holdings, LLC,
                                                a California limited liability
                                                company, its Managing General
                                                Partner


                                                By:  /s/ David T. Beauchamp
                                                   -----------------------------
                                                   David T. Beauchamp
                                                   its Managing Member

<PAGE>

                                      WINDJAMMER APARTMENTS, L.P.,
                                      a California limited partnership


                                      By:  W/Jammer, LLC,
                                           a California limited liability
                                           company, its General Partner


                                           By:  MLB Development,
                                                a California limited
                                                partnership, its Manager


                                                By:  Midlands Company,
                                                     a Delaware corporation
                                                     its General Partner


                                                     By:  /s/ David T. Beauchamp
                                                        ------------------------
                                                        David T. Beauchamp
                                                        its President


                                      By:  Midlands Company,
                                           a Delaware corporation,
                                           its Manager


                                           By:  /s/ David T. Beauchamp
                                              ----------------------------------
                                              David T. Beauchamp
                                              its President


                                      MLB DEVELOPMENT, L.P.,
                                      a California limited partnership


                                      By:  Watco, Inc.
                                           a California corporation,
                                           Its General Partner


                                           By: /s/David T. Beauchamp
                                              ----------------------------------
                                              David T. Beauchamp
                                              Its President

<PAGE>

                                      1999 BEAUCHAMP SPECIAL TRUST - DTB
                                      EXEMPT TRUST, DATED MAY 1, 1999


                                      By: /s/ David T. Beauchamp
                                         ---------------------------------------
                                         David T. Beauchamp
                                         Its General Partner


                                      1999 BEAUCHAMP SPECIAL TRUST - RFB
                                      EXEMPT TRUST, DATED MAY 1, 1999


                                      By: /s/ Robert F. Beauchamp, Sr.
                                         ---------------------------------------
                                         Robert F. Beauchamp, Sr.
                                         Its General Partner


                                      1999 BEAUCHAMP SPECIAL TRUST - RLB
                                      EXEMPT TRUST, DATED MAY 1, 1999


                                      By: /s/ Richard L. Beauchamp
                                         ---------------------------------------
                                         Richard L. Beauchamp
                                         Its General Partner


                                      1999 BEAUCHAMP SPECIAL TRUST - BG
                                      EXEMPT TRUST, DATED MAY 1, 1999


                                      By: /s/ Beverley Grimstad
                                         ---------------------------------------
                                         Beverley Grimstad
                                         Its Trustee


                                      1999 BEAUCHAMP SPECIAL TRUST - DBR
                                      EXEMPT TRUST, DATED MAY 1, 1999


                                      By: /s/ Dorothy Beauchamp Riechers
                                         ---------------------------------------
                                         Dorothy Beauchamp Riechers
                                         Its General Partner

<PAGE>

                                      THE BEAUCHAMP FAMILY TRUST DATED
                                      APRIL 5, 1990, AS AMENDED


                                      By: /s/ David T. Beauchamp
                                         ---------------------------------------
                                         David T. Beauchamp
                                         Its Trustee


                                      THE GRANDCHILDREN'S POT TRUST
                                      CREATED UNDER THE BEVERLEY
                                      GRIMSTAD 2001 GRANT TRUST u/d/t 6/15/01


                                      By: /s/ John Andor Grimstad
                                         ---------------------------------------
                                         John Andor Grimstad
                                         Its Trustee


                                      THE TIMOTHY SCOTT WAGNER REVOCABLE
                                      TRUST DATED 6/1/88, AS AMENDED


                                      By: /s/ Timothy S. Wagner
                                         ---------------------------------------
                                         Timothy S. Wagner
                                         Its Trustee

<PAGE>

<TABLE>
<CAPTION>
                                           APPENDIX A

-----------------------------------------------------------------------------------------------
                                                                Capital            Class A
            Additional Limited Partners and Address           Contribution    Partnership Units
-----------------------------------------------------------------------------------------------
<S>   <C>                                                    <C>              <C>
1.    Midlands Company c/o United Dominion Realty Trust,       1,866,366.04             112,364
      Inc., 1745 Shea Center Drive, Suite 200, Highlands
      Ranch, CO 80129
-----------------------------------------------------------------------------------------------
2.    Mesa Verde Villas II, L.P., c/o Beauchamp Realty,        6,296,136.77             379,057
      Inc., 1641 Langley Avenue, Irvine, CA 92614
-----------------------------------------------------------------------------------------------
3.    Windjammer Apartments, L.P., c/o Beauchamp Realty,       3,393,223.68             204,288
      Inc., 1641 Langley Avenue, Irvine, CA 92614
-----------------------------------------------------------------------------------------------
4.    MLB Development, L.P., c/o Beauchamp Realty, Inc.,       8,466,831.23             509,743
      1641 Langley Avenue, Irvine, CA 92614
-----------------------------------------------------------------------------------------------
5.    The Timothy Scott Wagner Revocable Trust dated             698,716.26              42,066
      6/1/88, as amended, Timothy S. Wagner as Trustee,
      c/o Beauchamp Realty, Inc., 1641 Langley Avenue,
      Irvine, CA 92614
-----------------------------------------------------------------------------------------------
6.    1999 Beauchamp Special Trust - DTB Exempt Trust            924,745.14              55,674
      dated May 1, 1999, David T. Beauchamp as Trustee,
      c/o Beauchamp Realty, Inc., 1641 Langley Avenue,
      Irvine, CA 92614
-----------------------------------------------------------------------------------------------
7.    1999 Beauchamp Special Trust - RLB Exempt Trust            924,745.14              55,674
      dated May 1, 1999, Richard L. Beauchamp as Trustee,
      c/o Beauchamp Realty, Inc., 1641 Langley Avenue,
      Irvine, CA 92614
-----------------------------------------------------------------------------------------------
8.    1999 Beauchamp Special Trust - RFB Exempt Trust            924,745.14              55,674
      dated May 1, 1999, Robert F. Beauchamp, Sr. as
      Trustee, c/o Beauchamp Realty, Inc., 1641 Langley
      Avenue, Irvine, CA 92614
-----------------------------------------------------------------------------------------------
9.    1999 Beauchamp Special Trust - BG Exempt Trust dated       924,745.14              55,674
      May 1, 1999 Beverley Grimstad as Trustee, c/o
      Beauchamp Realty, Inc., 1641 Langley Avenue, Irvine,
      CA 92614
-----------------------------------------------------------------------------------------------
</TABLE>

                                       A-1

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                               Capital              Class A
              Additional Limited Partners and Address        Contribution     Partnership Units
-----------------------------------------------------------------------------------------------
<S>   <C>                                                    <C>              <C>
10.   1999 Beauchamp Special Trust - DBR Exempt Trust            924,745.14              55,674
      dated May 1, 1999, Dorothy Beauchamp Riechers as
      Trustee, c/o Beauchamp Realty, Inc., 1641 Langley
      Avenue, Irvine, CA 92614
-----------------------------------------------------------------------------------------------
11.   Beauchamp Family Trust dated April 15, 1990 as           1,696,611.84             102,144
      amended, David T. Beauchamp as Trustee, c/o
      Beauchamp Realty, Inc., 1641 Langley Avenue, Irvine,
      CA 92614
-----------------------------------------------------------------------------------------------
12.   The Grandchildren's Pot Trust created under the         16,696,611.84             102,144
      Beverley Grimstad 2001 Grantor trust, John Grimstad
      as Trustee,  c/o Beauchamp Realty, Inc., 1641
      Langley Avenue, Irvine, CA 92614
-----------------------------------------------------------------------------------------------
</TABLE>

                                       A-2

</TEXT>
</DOCUMENT>
