4TH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Exhibit 10.01

FOURTH AMENDED AND RESTATED AGREEMENT OF

OF

CRESCENT REAL ESTATE EQUITIES LIMITED

Dated as of April 30, 2006

TABLE OF CONTENTS

Exhibit A — Partners, Partnership Units and Partnership Interests

Exhibit B — Capital Account Maintenance

Exhibit C — Special Tax Allocation Rules

Exhibit D — Notice of Exchange

Exhibit E — Listing of Approved Substituted Limited Partners

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

     THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 30, 2006, is entered into by and among Crescent Real Estate Equities, Ltd., a Delaware corporation, as general partner (the “General Partner”), and those parties who are Limited Partners as listed on Exhibit A hereto or who are admitted from time to time as Limited Partners as herein provided.

      W I T N E S S E T H :

     WHEREAS, Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the “Partnership”), was formed pursuant to that certain Certificate of Limited Partnership dated February 9, 1994 and filed on February 9, 1994 in the office of the Secretary of State of Delaware, and that certain Agreement of Limited Partnership dated as of February 9, 1994 (the “Initial Agreement”);

     WHEREAS, the Initial Agreement was amended and restated in its entirety by that certain First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 5, 1994, as amended by the First Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 16, 1994, the Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 11, 1995, the Third Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 11, 1995, the Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 3, 1995, the Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 31, 1995, the Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of June 1, 1995, the Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of August 23, 1995, the Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of December 31, 1995, the Restatement of Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of February 16, 1996, the Supplemental Amendment to the Restatement of Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of June 30, 1996, the Tenth Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of July 26, 1996, the Eleventh Amendment to the First Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of November 4, 1996, the Twelfth Amendment to the First Amended and Restated Agreement of

Limited Partnership, dated as of December 31, 1996, the Thirteenth Amendment to the First Amended and Restated Agreement of Limited Partnership, dated as of April 29, 1997 and the Fourteenth Amendment to the First Amended and Restated Agreement of Limited Partnership, dated as of April 30, 1997 (hereinafter referred to collectively as the “First Amended Agreement”);

     WHEREAS, the First Amended Agreement was amended and restated in its entirety by that certain Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of November 1, 1997, as amended by the First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of February 19, 1998, the Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of March 2, 1998, the Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 27, 1998, the Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of June 1, 1998, the Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of June 30, 1998, the Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of July 15, 1998, the Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of September 30, 1998, the Eighth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 31, 1999, the Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 15, 1999, the Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 3, 1999, the Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of June 1, 1999, the Twelfth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of June 3, 1999, the Thirteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of December 31, 1999, the Fourteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of January 31, 2000, the Fifteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of March 1, 2000, the Sixteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of July 31, 2001, the Seventeenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of December 31, 2001, the Eighteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of April 26, 2002, the Nineteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of May 17, 2002, and the Twentieth Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of January 1, 2003 (hereinafter referred to collectively as the “Second Amended Agreement”);

     WHEREAS, the Second Amended Agreement was amended and restated in its entirety by that certain Third Amended and Restated Agreement of Limited Partnership of Crescent Real

Estate Equities Limited Partnership, dated as of January 2, 2003, as amended by the First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of September 9, 2003, the Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of October 9, 2003, the Third Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 15, 2004, the Fourth Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of March 31, 2004, the Fifth Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of July 15, 2004, the Sixth Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 14, 2005, the Seventh Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of May 3, 2005, the Eighth Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of August 8, 2005, and the Ninth Amendment to the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of April 17, 2006 (hereinafter referred to collectively as the “Third Amended Agreement”);

     WHEREAS, the General Partner desires to amend and restate in its entirety the Third Amended Agreement pursuant to its authority under Sections 2.4 and 14.1.B of the Third Amended Agreement and the powers of attorney granted to the General Partner by the Limited Partners in order to combine all of the provisions of the Third Amended Agreement into one document;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE I
DEFINED TERMS

     Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings set forth below:

     “ 2005 Incentive Plan ” has the meaning set forth in Section 4.9A hereof.

     “ Act ” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute.

     “ Additional Funds ” has the meaning set forth in Section 4.2.A hereof.

     “ Additional Limited Partner ” has the meaning set forth in Section 4.3 hereof.

     “ Adjusted Capital Account ” means the Capital Account maintained for each Partner as of the end of each fiscal year (i) increased by any amounts which such Partner is obligated to

restore pursuant to any provision of this Agreement or is treated as being obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1 (b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     “ Adjusted Capital Account Deficit ” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant fiscal year.

     “ Adjusted Property ” means any property the Carrying Value of which has been adjusted pursuant to Section 1.D of Exhibit B hereof.

     “ Adjustment Date ” has the meaning set forth in Section 4.2.A(2) hereof.

     “ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

     “ Agreement ” means this Fourth Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.

     “ Amstar ” means Amstar Continental Plaza Limited Partnership, a Colorado limited partnership.

     “ Amstar Required Cash Payment ” means the “Required Cash Payment” as defined in Article III of that certain Contribution Agreement dated February 8, 1994 between Amstar and the Partnership.

     “ Assignee ” means a Person to whom a Limited Partnership Interest has been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Sections 8.6, 11.3.A and 11.5.

     “ Available Cash ” means, with respect to any period for which such calculation is being made, (i) the sum of:

     A. the Partnership’s Net Income or Net Loss, as the case may be, for such period (without regard to adjustments resulting from allocations described in Section 1.A-E of Exhibit C),

     B. Depreciation and all other noncash charges deducted in determining Net Income or Net Loss for such period,

     C. the amount of any reduction in reserves of the Partnership referred to in clause (ii)(f) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary),

     D. the excess of proceeds from the sale, exchange, disposition, or refinancing of Partnership property during such period over the gain (or loss, as the case may be) recognized from such sale, exchange, disposition, or refinancing during such period (excluding Terminating Capital Transactions) as such items of gain or loss are determined in accordance with Section 1.B of Exhibit B, and

     E. all other cash received by the Partnership for such period, including cash contributions and loan proceeds (other than refinancing proceeds described in (d) above), that was not included in determining Net Income or Net Loss for such period;

     (ii) less the sum of:

     (a) all principal debt payments made during such period by the Partnership,

     (b) capital expenditures made by the Partnership during such period,

     (c) investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clauses (ii)(a) or (b),

     (d) all other expenditures and payments not deducted in determining Net Income or Net Loss for such period,

     (e) any amount included in determining Net Income or Net Loss for such period that was not received by the Partnership during such period, and

     (f) the amount of any increase in reserves (including, without limitation, working capital accounts or other cash or similar balances) established during such period which the General Partner determines are necessary or appropriate in its sole and absolute discretion.

     Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership.

     “ Bankruptcy ” of a Person shall be deemed to have occurred when (a) the Person commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (b) the Person is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Person, (c) the Person executes and delivers a general assignment for the benefit of the Person’s creditors, (d) the Person files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Person in any proceeding of the nature described in clause (b) above, (e) the Person seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Person or for all or any substantial part of the Person’s properties, (f) any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (g) the appointment without the Person’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or

stayed within ninety (90) days of such appointment, or (h) an appointment referred to in clause (g) is not vacated within ninety (90) days after the expiration of any such stay.

     “ Book-Tax Disparities ” means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

     “ Business Day ” means any day except a Saturday, Sunday or other day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

     “ Canyon Contribution Agreement ” means that certain Contribution Agreement, dated July 26, 1996, by and between the Partnership and Canyon Ranch.

     “ Canyon Ranch ” means Canyon Ranch, Inc. an Arizona corporation.

     “ Canyon Ranch Property ” means the property and assets specified in the Canyon Contribution Agreement.

     “ Capital Account ” means the capital account maintained for a Partner pursuant to Exhibit B hereof.

     “ Capital Contribution ” means, with respect to any Partner, any cash, cash equivalents or the Net Asset Value of Contributed Property which such Partner contributes to the Partnership.

     “ Carrying Value ” means (i) with respect to a Contributed Property or Adjusted Property, the Gross Asset Value of such property reduced (but not below zero) by all Depreciation with respect to such property charged to the Partners’ Capital Accounts and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Exhibit B hereof, and to reflect changes, additions or other adjustments to the Carrying Value for improvements and dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

     “ Cash Amount ” means an amount of cash equal to the Value, as of the date of receipt by Crescent Equities of a Notice of Exchange, of the REIT Shares Amount. Notwithstanding the foregoing, if the Crescent Group raises the Cash Amount through an offering of securities, borrowings or otherwise, the Cash Amount shall be reduced by an amount equal to the expenses incurred by the Crescent Group in connection with raising such funds (to the extent that such expenses are allocable to funds used to pay the Cash Amount); provided , however , that the total reduction of the Cash Amount for such expenses shall not exceed five percent (5%) of the total Cash Amount as determined prior to reduction for such expenses.

     “ Certificate ” means the Certificate of Limited Partnership of the Partnership filed in the office of the Secretary of State of Delaware, as amended from time to time in accordance with the terms hereof and the Act.

     “ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

     “ Consultant Unit Agreement ” means that certain Consultant Unit Agreement, dated August 15, 1995, by and between Greenbrier and the Partnership.

“ Contributed Funds ” has the meaning set forth in Section 4.2.A(2) hereof

     “ Contributed Property ” means each property or other asset (but excluding cash), in such form as may be permitted by the Act, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 1.D of Exhibit B hereof, such property shall no longer constitute a Contributed Property for purposes of Exhibit B hereof, but shall be deemed an Adjusted Property for such purposes.

     “ Contribution Date ” has the meaning set forth in Section 4.3 hereof.

     “ Crescent Equities ” means Crescent Real Estate Equities Company, a Texas real estate investment trust.

     “ Crescent Group ” means Crescent Equities, the General Partner, and any wholly owned subsidiaries of Crescent Equities or the General Partner.

     “ Crescent Loan ” has the meaning set forth in Section 4.2.A(1) hereof.

     “ Declaration of Trust ” means the Declaration of Trust of Crescent Equities, as it may be amended, supplemented or restated from time to time.

     “ Deemed Partnership Interest Value ” as of any date shall mean, with respect to a Partner, the product of (i) the Deemed Value of the Partnership as of such date, multiplied by (ii) such Partner’s Partnership Interest as of such date.

     “ Deemed Value of the Partnership ” as of any date shall mean the quotient of the following amounts:

     (i) the product of (a) the Value of a REIT Share as of such date, multiplied by (b) the total number of REIT Shares issued and outstanding as of the close of business on such date (excluding treasury shares and, for purposes of Section 4.2 hereof, excluding any REIT Shares issued in exchange for Contributed Funds to be contributed to the Partnership by Crescent Equities on the Adjustment Date for which the calculation is being made), divided by

     (ii) the aggregate Partnership Interest of Crescent Equities and the General Partner as of such date.

     “ Deferred Distribution Amount ” of a Grantee as of a particular date means the payment, if any, due to the Grantee under the last sentence of Section 4.9.G as of such date (or, to the extent that all or a portion of a Grantee’s Partnership Interest is unvested, the payment, if any, that would be due to the Grantee under the last sentence of Section 4.9.G if the Partnership Interest were vested as of such date).

     “ Demand Notice ” has the meaning set forth in Section 16.2 hereof.

     “ Depreciation ” means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided , however , that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

     “ Employee Limited Partner ” has the meaning set forth in Section 4.7.C hereof.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute.

     “ Exchange Factor ” means, effective as of March 20, 1997 (the record date on which the two-for-one stock split of Crescent Equities common shares was effected in the form of a 100% share dividend), 2.0, provided that in the event that Crescent Equities (i) pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of REIT Shares that would be issued and outstanding on the record date for such event if such dividend, distribution, subdivision or combination had occurred as of such date, and the denominator of which shall be the actual number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment of the Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date for such event; provided , however , that if Crescent Equities receives a Notice of Exchange after the record date, but prior to the effective date, of any such event, the Exchange Factor shall be determined as if Crescent Equities had received the Notice of Exchange immediately prior to the record date for such event. From the date of inception of the Partnership, until March 26, 1997, the Exchange Factor was 1.0.

     “ Exchange Right ” has the meaning set forth in Section 8.6 hereof.

     “ Exchanging Person ” has the meaning set forth in Section 8.6.A hereof.

     “ Falcon Point Property ” means the Falcon Point single family residential development located in Houston, Texas.

     “ First Amended Agreement ” has the meaning set forth in the Recitals to this Agreement.

     “ Funding Loan Proceeds ” means the net cash proceeds received by the Crescent Group in Connection with any Funding Loan, after deduction of all costs and expenses incurred by the Crescent Group in connection with such Funding Loan.

     “ Funding Loan(s) ” means any borrowing or refinancing of borrowings by or on behalf of the Crescent Group from any lender for the purpose of causing Crescent Equities to advance the proceeds thereof to the Partnership as a loan pursuant to Section 4.2.A(1) hereof.

     “ General Partner ” means Crescent Real Estate Equities, Ltd. (formerly known as CRE General Partner, Inc.), a Delaware corporation which is a wholly owned subsidiary of Crescent Equities, its duly admitted successors and assigns and any other Person who is a General Partner at the time of reference thereto.

     “ General Partnership Interest ” means the Partnership Interest held by the General Partner.

     “ Grant Agreement(s) ” has the meaning set forth in Section 4.9.A hereof.

     “ Grantee(s) ” has the meaning set forth in Section 4.9.A hereof.

     “ Greenbrier ” means Texas Greenbrier Associates, Inc., a Texas corporation.

     “ Greenbrier Agreement ” means that certain Agreement of Acceptance of the Partnership Agreement executed by Greenbrier and delivered to the General Partner.

     “ Gross Asset Value ” of any Contributed Property or Properties contributed by a Partner to the Partnership in connection with the execution of the First Amended Agreement means the Net Asset Value of such Contributed Property or Properties as set forth in Exhibit A thereof, increased by any liabilities either treated as assumed by the Partnership upon the contribution of such property or properties or to which such property or properties are treated as subject when contributed pursuant to the provisions of Section 752 of the Code. The Gross Asset Value of any other Contributed Property or Properties means the fair market value of such property or properties at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt. The General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the Gross Asset Value of Contributed Properties contributed in a single or integrated transaction among the separate properties on a basis proportional to their respective fair market values.

     “ HA Development Corporation ” means Houston Area Development Corp., a Texas corporation that will own the Falcon Point Property and the Huntington Woods Property.

     “ High Performance Plan ” has the meaning set forth in Section 4.9.A hereof.

     “ Huntington Woods Property ” means the Huntington Woods single family residential development located in Houston, Texas.

     “ Incapacity ” or “ Incapacitated ” means, (i) as to any individual Partner, death, total physical disability or entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his Person or his estate; (ii) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership; (iv) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the Bankruptcy of such Partner.

     “ Indemnitee ” means (i) any Person made a party to a proceeding by reason of his status as (A) a member of the Crescent Group, (B) a director or officer of the Partnership or of a member of the Crescent Group, or (C) an attorney-in-fact of the General Partner acting pursuant to Section 7.9.C, and (ii) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

     “ Initial Agreement ” has the meaning set forth in the Recitals to this Agreement.

     “ IRS ” means the Internal Revenue Service, which administers the internal revenue laws of the United States.

     “ Lien ” means any liens, security interests, mortgages, deeds of trust, charges, claims, encumbrances, pledges, options, rights of first offer or first refusal and any other rights or interests of any kind or nature, actual or contingent, or other similar encumbrances of any nature whatsoever.

     “ Limited Partner ” means any Person named as a Limited Partner in Exhibit A attached hereto, as such Exhibit may be amended from time to time, or any Substituted Limited Partner, Additional Limited Partner, or Employee Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

     “ Limited Partnership Interest ” means a Partnership Interest of a Limited Partner in the Partnership and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

     “ Liquidating Event(s) ” has the meaning set forth in Section 13.1 hereof.

     “ Liquidation Preferences ” has the meaning set forth in Section 6.3.B hereof.

     “ Liquidator ” has the meaning set forth in Section 13.2 hereof.

     “ Management Company ” means Crescent Development Management Corp., a Texas corporation that will provide management services to the Mira Vista Property, the Falcon Point Property, the Huntington Woods Property, and certain other properties that may be acquired by the Partnership in the future. The Partnership will own one (1) share of voting common stock and

nine thousand eight hundred and ninety-nine (9,899) shares of nonvoting common stock of the Management Company.

     “ Mira Vista Property ” means the single family residential development located in Fort Worth, Texas, and a ninety-eight percent (98%) interest in the limited liability company that owns the adjacent Mira Visa Golf Club.

     “ MV Development Corporation ” means Mira Vista Development Corp., a Texas corporation that will own the Mira Vista Property.

     “ Net Asset Value ” in the case of any Contributed Property contributed by a Partner to the Partnership in connection with the execution of this Agreement shall be determined on an aggregate basis with respect to all of the properties contributed by such Partner to the Partnership, and means the aggregate Gross Asset Values of such properties, reduced by any liabilities either treated as assumed by the Partnership upon the contribution of such properties or to which such properties are treated as subject when contributed pursuant to the provisions of Section 752 of the Code. The aggregate Net Asset Values of the properties contributed by each Partner to the Partnership in connection with the execution of the First Amended Agreement are set forth in Exhibit A thereof. In the case of any other Contributed Property and as of the time of its contribution to the Partnership, Net Asset Value means the Gross Asset Value of such property, reduced by any liabilities either treated as assumed by the Partnership upon such contribution or to which such property is treated as subject when contributed pursuant to Section 752 of the Code.

     “ Net Income ” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 1.B of Exhibit B. Once an item of income, gain, loss or deduction that has been included in the initial computation of Net Income is subjected to the special allocation rules in Exhibit C, Net Income or the resulting Net Loss, whichever the case may be, shall be recomputed without regard to such item.

     “ Net Loss ” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Section 1.B of Exhibit B. Once an item of income, gain, loss or deduction that has been included in the initial computation of Net Loss is subjected to the special allocation rules in Exhibit C, Net Loss or the resulting Net Income, whichever the case may be, shall be recomputed without regard to such items.

     “ New Interests ” has the meaning set forth in Section 8.7.C hereof.

     “ New Securities ” has the meaning set forth in Section 8.7.C hereof.

     “ Nonrecourse Built-in Gain ” means, with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or negative pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to

Section 2.B of Exhibit C if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

     “ Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a fiscal year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

     “ Nonrecourse Liability ” has the meaning set forth in Regulations Section 1.752-1(a)(2).

     “ Non-Unitholder Partnership Interest ” means a Limited Partnership Interest that does not have Partnership Units associated therewith.

     “ Notice of Exchange ” means the Notice of Exchange substantially in the form of Exhibit D to this Agreement.

     “ Partner ” means a General Partner or a Limited Partner, and “ Partners ” means the General Partner and the Limited Partners.

     “ Partner Minimum Gain ” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

     “ Partner Nonrecourse Debt ” has the meaning set forth in Regulations Section 1.704-2(b)(4).

     “ Partner Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

     “ Partnership ” means the limited partnership formed under the Act and pursuant to this Agreement.

     “ Partnership Interest ” means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. The Partnership Interest of each Partner shall be expressed as a percentage of the total Partnership Interests owned by all of the Partners, as specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time. All Partnership Interests shall be calculated to the nearest one millionth of one percent (0.000000%), with amounts equal to or greater than 0.0000005% being rounded up to the next one millionth of one percent, and with amounts less than 0.0000005% being rounded down to the next one millionth of one percent.

     “ Partnership Minimum Gain ” has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in

Partnership Minimum Gain, for a fiscal year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

     “ Partnership Record Date ” means the record date established by the General Partner for the distribution of Available Cash pursuant to Section 5.2 hereof, which record date shall be the same as the record date established by Crescent Equities or otherwise pursuant to the Texas Act for a distribution to its shareholders of some or all of its portion of such distribution.

     “ Partnership Unit ” means a unit representing the Exchange Rights associated with the Partnership Interests issued to certain of the Limited Partners pursuant to the terms of this Agreement, which unit may be exchanged for REIT Shares or cash through the exercise of the Exchange Rights set forth in Sections 8.6. The number of Partnership Units of each Limited Partner shall be as specified in Exhibit A attached hereto, as such Exhibit may be amended from time to time. The Partnership Units may be evidenced by certificates as set forth in Section 4.1.C hereof.

     “ Person ” means an individual or a corporation, partnership, trust, unincorporated organization, association or other entity.

     “ Qualified Individual ” has the meaning set forth in Section 16.2 hereof.

     “ RainAm Investors ” means RainAm Investment Properties Ltd., a Texas limited partnership.

     “ Recapture Income ” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

     “ Regulations ” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

     “ Regulatory Allocations ” has the meaning set forth in Section 1.H of Exhibit C hereof.

     “ REIT ” means a real estate investment trust under Sections 856 through 860 of the Code.

     “ REIT Share ” means a common share of beneficial interest of Crescent Equities.

     “ REIT Shares Amount ” means a number of REIT Shares equal to the product of (i) the number of Partnership Units to be exchanged by an Exchanging Person pursuant to Section 8.6, multiplied by (ii) the Exchange Factor; provided that in the event Crescent Equities issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), then the REIT Shares Amount shall also include such rights that a holder of that number of REIT Shares would be entitled to receive.

     “ Representative ” has the meaning set forth in Section 7.12 hereof.

     “ Requesting Party ” has the meaning set forth in Section 16.2 hereof.

     “ Residual Gain ” or “ Residual Loss ” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocable pursuant to Section 2.B.1(a) or 2.B.2(a) of Exhibit C to eliminate Book-Tax Disparities.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ Second Amended Agreement ” has the meaning set forth in the Recitals to this Agreement.

     “ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute.

     “ Series A Preferred Partnership Units ” means the preferred equity ownership interests in the Partnership issued to Crescent Equities by the Partnership in connection with the issuance by Crescent Equities of the Series A Preferred Shares.

     “ Series A Preferred Shares ” means the 6-3/4% Series A Convertible Cumulative Preferred Shares issued by Crescent Equities.

     “ Series B Redeemable Preferred Partnership Units ” means the preferred equity ownership interests in the Partnership issued to Crescent Equities by the Partnership in connection with the issuance by Crescent Equities of the Series B Redeemable Preferred Shares.

     “ Series B Redeemable Preferred Shares ” means the Series B Cumulative Redeemable Preferred Shares issued by Crescent Equities.

     “ Sonoma ” means Rahn Sonoma, Ltd., a Florida limited partnership.

     “ Sonoma Contribution Agreement ” means that certain Contribution Agreement, dated September 13, 1996, by and among Crescent Real Estate Equities, Inc., the Partnership, Sonoma, Peter H. Roberts and John H. Anderson.

     “ Sonoma Property ” means the property and assets specified in the Sonoma Contribution Agreement.

     “ Specified Exchange Date ” means the tenth Business Day after receipt by Crescent Equities of a Notice of Exchange, unless applicable law requires a later date. Notwithstanding the foregoing, if Crescent Equities elects to pay all or any portion of the consideration to an Exchanging Person in cash, the Specified Exchange Date may be extended for an additional period to the extent required for the Crescent Group to raise the funds required to pay the cash consideration to the Exchanging Person.

     “ Stock Incentive Plan ” means The 1994 Crescent Real Estate Equities, Inc. Stock Incentive Plan, as amended from time to time, or any other stock incentive plan adopted by Crescent Equities.

     “ Subsidiary Development Corporation(s )” means MV Development Corporation and HA Development Corporation, and either of them.

     “ Substituted Limited Partner ” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

     “ Terminating Capital Transaction ” means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

     “ Texas Act ” means the Texas Real Estate Investment Trust Act, as the same may be amended from time to time, or any successor statute thereto.

     “ Trading Day ” means a day on which the principal national securities exchange on which the REIT Shares are listed or admitted to trading is open for the transaction of business or, if the REIT Shares are not listed or admitted to trading, means a Business Day.

     “ Transaction ” has the meaning set forth in Section 11.2.B hereof.

     “ Unrealized Gain ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the fair market value of such property (as determined under Exhibit B hereof) as of such date, over (ii) the Carrying Value of such property (prior to any adjustment to be made on such date pursuant to Exhibit B hereof) as of such date.

     “ Unrealized Loss ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the Carrying Value of such property (prior to any adjustment to be made on such date pursuant to Exhibit B hereof) as of such date, over (ii) the fair market value of such property (as determined under Exhibit B hereof) as of such date.

     “ Value ” means, with respect to a REIT Share as of any date, the average of the “closing price” for the ten (10) consecutive Trading Days immediately preceding such date (except as provided to the contrary in Sections 4.2, 4.3 and 4.6 hereof). The “closing price” for each such Trading Day means the last sale price, regular way on such day, or, if no such sale takes place on that day, the average of the closing bid and asked prices on that day, regular way, in either case as reported on the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or if the REIT Shares are not so listed or admitted to trading, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange (including the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System) on which the REIT Shares are listed or admitted to trading or, if the REIT Shares are not so listed or admitted to trading, the last quoted price or, if not quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no

longer in use, the principal automated quotation system then in use or, if the REIT Shares are not so quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker selected by the board of directors of the General Partner making a market in the REIT Shares, or, if there is no such market maker or such closing prices otherwise are not available, the fair market value of the REIT Shares as of such day, as determined by the board of directors of the General Partner in its sole discretion. In the event Crescent Equities issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares or any other property, then the Value of a REIT Share shall include the value of such rights, as determined by the board of directors of the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

ARTICLE II
ORGANIZATIONAL MATTERS

     Section 2.1 Continuation of Partnership

     The Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

     Section 2.2 Name

     The name of the Partnership is Crescent Real Estate Equities Limited Partnership. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the regular communication to the Limited Partners next succeeding the effectiveness of the change of name.

     Section 2.3 Principal Office and Registered Agent

     The principal office of the Partnership is 777 Main Street, Suite 2100, Fort Worth, Texas 76102, or such other place as the General Partner may from time to time designate. The registered agent of the Partnership is The Prentice-Hall Corporation System, Inc., located at 1013 Centre Road, in the city of Wilmington, County of New Castle, Delaware 19805, or such other Person as the General Partner may from time to time designate. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

     Section 2.4 Power of Attorney

          A. Each Limited Partner constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

Nothing contained herein shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article 14 hereof or as may be otherwise expressly provided for in this Agreement.

          B. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or the transfer of all or any portion of such Limited Partner’s Partnership Interest and shall extend to such Limited Partner’s heirs, successors, assigns and personal representatives. Each such Limited Partner hereby agrees to be bound by

any representation made by the General Partner, acting in good faith pursuant to such power of attorney; and each such Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner, taken in good faith under such power of attorney. Each Limited Partner shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

     Section 2.5 Term

     The term of the Partnership commenced on February 9, 1994, and shall continue in perpetuity unless it is dissolved and required to be wound up pursuant to the provisions of Article 13, or as required by the Act.

ARTICLE III
PURPOSE

     Section 3.1 Purpose and Business

     The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, including, without limitation, to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with real and personal property of all kinds; to acquire stock ownership interests in and to exercise all of the powers of a stockholder in the Subsidiary Development Corporations and the Management Company; (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing; and to exercise all of the powers of an owner in any such entity; and (iii) to do anything necessary, appropriate, proper, advisable, desirable, convenient or incidental to the foregoing; provided , however , that such business shall be limited to and conducted in such a manner as to permit Crescent Equities at all times to qualify as a REIT, unless Crescent Equities voluntarily terminates its REIT status pursuant to its Declaration of Trust. In connection with the foregoing, and without limiting Crescent Equities’ right in its sole discretion to cease qualifying as a REIT, the Partners acknowledge that Crescent Equities’ current status as a REIT inures to the benefit of all the Partners and not solely the Crescent Group.

     Section 3.2 Powers

     Subject to all of the terms, covenants, conditions and limitations contained in this Agreement and any other agreement entered into by the Partnership, the Partnership shall have full power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and

issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire and develop real property, and lease, sell, transfer or otherwise dispose of real property; provided , however , that the Partnership shall not take, or refrain from taking, any action which, in the judgment of General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of Crescent Equities to achieve or maintain qualification as a REIT, (ii) could subject Crescent Equities to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over Crescent Equities or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing.

ARTICLE IV
CAPITAL CONTRIBUTIONS

Section 4.1 Capital Contributions of the Partners

          A. Each Partner listed in Exhibit A has previously made a Capital Contribution to the Partnership as specified in the First Amended Agreement or in the Second Amended Agreement, as the case may be, in exchange for its Partnership Units and Partnership Interest set forth in Exhibit A.

          B. The Partners shall own Partnership Units in the amounts set forth in Exhibit A and shall have Partnership Interests in the Partnership as set forth in Exhibit A, which Partnership Units and Partnership Interests shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately the exercise of Exchange Rights, Capital Contributions, transfers of Partnership Interests, admissions of Additional Limited Partners or Employee Limited Partners, or similar events. Except as provided in Section 10.5, or as a result of directly paying any Partnership debt, the Partners shall have no obligation to make any additional Capital Contributions or loans to the Partnership.

          C. The interest of each Limited Partner in Partnership Units may be evidenced by one or more certificates in such form as the General Partner may from time to time prescribe. Upon surrender to the General Partner of a certificate evidencing the ownership of Partnership Units accompanied by proper evidence of authority to transfer, the General Partner shall cancel the old certificate, issue a new certificate to the Person entitled thereto and record the transaction upon its books. The transfer of Partnership Units may be effectuated only in connection with a transfer of a Limited Partnership Interest pursuant to the terms of Section 8.6 or Article 11 hereof. The General Partner may issue a new certificate or certificates in place of any certificate or certificates previously issued, which previously-issued certificate or certificates are alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner claiming the certificate or certificates to be lost, stolen or destroyed. When issuing such new certificate or certificates, the General Partner may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership with respect to the certificate or certificates alleged to have been lost, stolen or destroyed.

     Section 4.2 Additional Funding

          A. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose in excess of any other funds determined by the General Partner to be available to the Partnership, the General Partner (i) may cause the Partnership to obtain such funds from outside borrowings, (ii) may cause the Partnership to obtain such funds by the admission of Additional Limited Partners pursuant to Section 4.3 hereof, or (iii) may elect to have Crescent Equities provide such Additional Funds to the Partnership. On any date that Crescent Equities provides Additional Funds to the Partnership (the “Funding Date”):

          B. Effective on each Adjustment Date, Crescent Equities shall receive an additional Partnership Interest (and the Partnership Interest of each Limited Partner other than Crescent Equities shall be reduced) such that:

             (1) the Partnership Interest of each Limited Partner not owning Partnership Units (other than Crescent Equities) shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day

immediately preceding the Adjustment Date) and (ii) the amount of Contributed Funds contributed by Crescent Equities on such Adjustment Date;

             (2) the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (y) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date. The Partnership Interest of the General Partner shall remain one percent (1%), and the Partnership Interest of Crescent Equities shall be equal to the combined Partnership Interest determined in clause (2) of the preceding sentence, reduced by one percentage point (1%); and

             (3) the Partnership Interest of each Limited Partner owning Partnership Units shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.2.B(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Section 4.2.B(1) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Adjustment Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners on such Adjustment Date.

     The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the increase in the Partnership Interest of Crescent Equities and the corresponding reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.2. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any additional contribution of funds to the Partnership by Crescent Equities pursuant to this Section 4.2. Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating the “Deemed Value of the Partnership” and the “Deemed Partnership Interest Value” under this Section 4.2.B with respect to cash amounts raised by Crescent in a private placement or public offering of REIT Shares and contributed to the Partnership as Contributed Funds, the Value” of a REIT Share shall be the gross offering price (prior to deduction of any expenses, including without limitation selling commissions or underwriting discounts) per REIT Share sold in the private placement or public offering.

          C. The Partners hereby acknowledge and agree that any Additional Funds provided by the Crescent Group (through Crescent Equities) to the Partnership pursuant to this Section 4.2 may be in the form of real property or an interest therein rather than cash. In the event that real property or an interest therein is contributed by Crescent Equities to the Partnership pursuant to this Section 4.2:

             (1) to the extent that the consideration given in exchange for such real property or interest therein is in the form of indebtedness, Crescent Equities shall be deemed to

have made a Crescent Loan to the Partnership pursuant to Section 4.2.A(1) hereof in an amount equal to the amount of such indebtedness; and

             (2) to the extent that the consideration given in exchange for such real property or interest therein is in the form of cash or REIT Shares, (i) Crescent Equities shall be deemed to have contributed Contributed Funds to the Partnership pursuant to Section 4.2.A(2) hereof in an amount equal to the amount of cash or the Value (computed as of the Business Day immediately preceding the date on which such real property or interest therein is contributed to the Partnership) of the REIT Shares given as consideration, and (ii) the Partnership Interests of the Limited Partners shall be adjusted as set forth in Section 4.2.B hereof.

To the extent that the consideration given for such real property or interest therein is New Securities, the provisions of Section 8.7.C hereof shall apply to the contribution of the real property or interest therein by Crescent Equities to the Partnership.

     Section 4.3 Issuance of Additional Partnership Interests

     At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the Partnership, cause the Partnership to issue Partnership Interests to and admit as a limited partner in the Partnership, any Person (the “Additional Limited Partner”) in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.3:

     The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.3.

     The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.3. The General Partner may (but is not required to) grant to an Additional Limited Partner Partnership Units, which Partnership Units shall enable the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on

the average of the “closing price” of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of “Value” (including, without limitation, a determination based on the “closing price” of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the “Value” of a REIT Share for purposes of calculating the “Deemed Value of the Partnership” and the “Deemed Partnership Interest Value” under this Section 4.3 with respect to the admission of such Additional Limited Partner.

     Section 4.4 No Preemptive Rights

     Except as otherwise set forth in Section 4.2.A, no Person shall have any preemptive, preferential or other similar right with respect to the making of additional Capital Contributions or loans to the Partnership.

     Section 4.5 No Interest on Capital

     No Partner shall be entitled to interest on its Capital Contribution or its Capital Account.

     Section 4.6 Stock Incentive Plans

          A. Grants of REIT Shares . If grants of REIT Shares are made in connection with a Stock Incentive Plan,

             (1) Crescent Equities shall, as soon as practicable after such grant, contribute to the capital of the Partnership an amount equal to the price (if any) paid to Crescent Equities by the party receiving the grant of REIT Shares;

             (2) Crescent Equities shall, as of the date on which the grant of REIT Shares is made, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the fair market value (computed using the “closing price” (as such term is defined in the definition of the term “Value” in Article I hereof) as of the date on which the grant of REIT Shares is made) of the REIT Shares delivered by Crescent Equities to such party; and

             (3) the General Partner’s Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2, based on the amount deemed to be contributed, determined pursuant to Section 4.6.A(2); provided that , for purposes of calculating the “Deemed Value of the Partnership” and the “Deemed Partnership Interest Value” under Section 4.2, the “Value” of a REIT Share shall be the “closing price” (as such term is defined in the definition of the term Value” in Article I hereof) of a REIT Share as of the date on which the grant of REIT Shares is made.

          B. Exercise of Stock Options. If stock options granted in connection with a Stock Incentive Plan are exercised:

             (1) Crescent Equities shall, as soon as practicable after such exercise, contribute to the capital of the Partnership an amount equal to the exercise price paid to Crescent Equities by the exercising party;

             (2) Crescent Equities shall, as of the date on which the purchase of the REIT Shares is consummated by such exercising party, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the fair market value (computed using the “closing price” (as such term is defined in the definition of “Value” in Article I hereof) as of the date on which such purchase of REIT Shares is consummated by such exercising party) of the REIT Shares delivered by Crescent Equities to such exercising party; and

             (3) the General Partner’s Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2, based on the amount deemed to be contributed, determined pursuant to Section 4.6.B(2); provided that , for purposes of calculating the “Deemed Value of the Partnership” and the “Deemed Partnership Interest Value” under Section 4.2, the “Value” of a REIT Share shall be the “closing price” (as such term is defined in the definition of the term “Value” in Article I hereof) of a REIT Share as of the date on which the purchase of REIT Shares is consummated by the exercising party.

     Section 4.7 Other Equity Compensation Plans

          A. The Partnership may adopt a compensation plan for its employees, agents or consultants pursuant to which the Partnership may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants upon such terns and conditions as may be deemed necessary or appropriate by the General Partner.

          B. The Management Company may adopt a compensation plan for its employees, agents or consultants pursuant to which the Management Company may grant Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), or options to acquire Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights), to one or more of its employees, agents or consultants. The Partnership may sell Limited Partnership Interests (including Partnership Units, which Partnership Units shall enable the Limited Partner to participate in the Exchange Rights) to the Management Company for delivery to its employees, agents or consultants. The price at which the Partnership shall sell such Partnership Interests to the Management Company shall be the fair market value of such Partnership Interests, as determined by the General Partner in its reasonable discretion.

          C. Upon any admission of an employee, agent or consultant of the Partnership or the Management Company as an additional Limited Partner (an “Employee Limited Partner”) pursuant to Section 4.7.A or 4.7.B above, the Partnership Interests of the other

Partners shall be diluted, on a pro rata basis, in proportion to their respective Partnership Interests, to reflect the admission of the Employee Limited Partner. Notwithstanding the foregoing, the Partnership Interest of the General Partner shall not be diluted upon the admission of the Employee Limited Partner; any dilution that would otherwise occur with respect to the Partnership Interest of the General Partner in accordance with the terms of the preceding sentence shall be allocated instead to Crescent Equities. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Employee Limited Partner.

          D. In addition to the compensation plans described in Sections 4.6, 4.7.A and 4.7.B hereof, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans or other incentive compensation plans (including, without limitation, plans granting REIT Shares or options to purchase REIT Shares, plans granting Partnership Interests (including Partnership Units) or options to purchase Partnership Interests (including Partnership Units), “phantom” equity plans or other plans in which compensation is tied to revenue or income amounts, or based on increases in the market value of equity ownership interests) for the benefit of employees, agents or consultants of any member of the Crescent Group, the Partnership, the Management Company, the Subsidiary Development Corporation(s) or any Affiliate of the foregoing in respect of services performed, directly or indirectly, for the benefit of the Crescent Group, the Partnership, the Management Company or the Subsidiary Development Corporation(s).

          E. Notwithstanding anything to the contrary contained above in this Section 4.7, upon any admission of an Employee Limited Partner pursuant to Section 4.7.A or 4.7.B above:

     Section 4.8 Series A Preferred Partnership Units and Series B Redeemable Preferred Partnership Units

          A. Series A Preferred Partnership Units. Pursuant to Section 8.7.C of the Agreement, effective on February 19, 1998, the issuance date of the Series A Preferred Shares by Crescent Equities, the Partnership issued 8,000,000 Series A Preferred Partnership Units to Crescent Equities. On April 26, 2002, Crescent Equities issued an additional 2,800,000 Series A Preferred Shares, and the Partnership issued an additional 2,800,000 Series A Preferred Partnership Units to Crescent Equities. Crescent Equities shall have a zero percentage Partnership Interest with respect to such Series A Preferred Partnership Units and shall have no voting rights other than the right to vote on any amendment to this Agreement if such amendment would (i) convert the Series A Preferred Partnership Units into a general partner’s interest, (ii) modify the limited liability of Crescent Equities with respect to the Series A Preferred Partnership Units, or (iii) alter the distribution, redemption, conversion or liquidation rights of the Series A Preferred Partnership Units. The distribution rights of the Series A Preferred Partnership Units are set forth in Section 5.6 below, the tax allocations with respect to the Series A Preferred Partnership Units are set forth in Section 6.3 below, and the redemption and conversion rights of the Series A Preferred Partnership Units are set forth in Sections 4.8.C and D below.

          B. Series B Redeemable Preferred Partnership Units. Pursuant to Section 8.7.C of the Second Amended Agreement, effective on May 17, 2002, the issuance date of the Series B Redeemable Preferred Shares by Crescent Equities, the Partnership issued 3,000,000 Series B Redeemable Preferred Partnership Units to Crescent Equities. Crescent Equities shall have a zero percentage Partnership Interest with respect to such Series B Redeemable Preferred Partnership Units and shall have no voting rights other than the right to vote on any amendment to this Agreement if such amendment would (i) convert the Series B Redeemable Preferred Partnership Units into a general partner’s interest, (ii) modify the limited liability of Crescent Equities with respect to the Series B Redeemable Preferred Partnership Units, or (iii) alter the distribution, redemption, conversion or liquidation rights of the Series B Redeemable Preferred Partnership Units. The distribution rights of the Series B Redeemable Preferred Partnership Units are set forth in Section 5.6 below, the tax allocations with respect to the Series B Redeemable Preferred Partnership Units are set forth in Section 6.3 below, and the redemption rights of the Series B Redeemable Preferred Partnership Units are set forth in Section 4.8.C below.

          C. Redemption Rights. In the event that Crescent Equities exercises its redemption right with respect to the Series A Preferred Shares, the Partnership shall concurrently redeem a corresponding amount of Series A Preferred Partnership Units at the same redemption price paid by Crescent Equities for the Series A Preferred Shares ( i.e. , a redemption price of $25 per Series A Preferred Share, plus any accrued, unpaid quarterly distribution thereon). In the event that Crescent Equities exercises its redemption right with respect to the Series B Redeemable Preferred Shares, the Partnership shall concurrently redeem a corresponding amount of Series B Redeemable Preferred Partnership Units at the same redemption price paid by Crescent Equities for the Series B Redeemable Preferred Shares ( i.e. , a redemption price of $25 per Series B Redeemable Preferred Share, plus any accrued, unpaid quarterly distribution thereon).

          D. Conversion Rights. Upon exercise of any conversion right with respect to the Series A Preferred Shares, (i) Crescent Equities shall, as of the date on which the conversion is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) of the Agreement an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion is consummated) of the REIT Shares delivered by Crescent Equities to such holder of Series A Preferred Shares, (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2 of the Agreement, and (iii) a corresponding portion of Series A Preferred Partnership Units shall be retired. Notwithstanding the foregoing, to the extent that Crescent Equities pays cash to the holder of Series A Preferred Shares in lieu of fractional shares upon conversion of such Series A Preferred Shares to REIT Shares, such cash payment shall be treated as a redemption of the corresponding portion of the Series A Preferred Shares and the Partnership shall concurrently redeem a corresponding amount of Series A Preferred Partnership Units at the same redemption price paid by Crescent Equities for the Series A Preferred Shares.

     Section 4.9 Issuance of Partnership Interests to Employees of the Crescent Group

          A. Pursuant to Section 4.7.D of the Agreement, the Partnership has adopted that certain 2004 Crescent Real Estate Equities Limited Partnership Special High Performance

Long-Term Incentive Plan (the “High Performance Plan”) and that certain 2005 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan (the “2005 Incentive Plan”). Under the High Performance Plan, the Partnership has issued (and may from time to time in the future issue) Partnership Interests, including Partnership Units, to certain officers of the General Partner, and under the 2005 Incentive Plan, the Partnership has issued (and may from time to time in the future issue) Partnership Interests, including Partnership Units, to certain employees of the General Partner or of Crescent Equities (such persons hereinafter referred to individually as a “Grantee” and collectively as the “Grantees”) pursuant to separate grant agreements entitled “Grant Agreement for Partnership Units and Partnership Interest” between the Partnership and each Grantee (hereinafter referred to individually as a “Grant Agreement” and collectively as the “Grant Agreements”).

          B. The Partnership Interests and associated Partnership Units issued to the Grantees shall have the same benefits and obligations as other Partnership Interests and associated Partnership Units, including without limitation voting rights and distribution rights, except as otherwise expressly set forth in this Agreement or the Grant Agreements.

          C. Grantees may be subject to certain vesting requirements under the Grant Agreements.

          D. Grantees may be subject to certain conditions on the exercise of Exchange Rights with respect to their Partnership Units under the Grant Agreements.

          E. Grantees may be subject to certain limitations on the amount payable to the Grantees in connection with a transaction described in Section 11.2.B(1) under the Grant Agreements.

          F. Unless otherwise provided in the Grant Agreement, the initial Capital Contribution and initial Capital Account balance of each Grantee with respect to the Partnership Interest awarded under the Grant Agreement shall be zero.

          G. Each Grantee shall be entitled to receive distributions in accordance with the provisions of this Agreement (including without limitation Article V and Section 13.2) with respect to the vested portion of his or her Partnership Interest, commencing as of the date on which the portion of the Partnership Interest is vested. A Grantee shall not be entitled to receive cash or in-kind distributions under Section 5.2 with respect to the unvested portion of his or her Partnership Interest. Upon the vesting of a Grantee’s Partnership Interest (or portion thereof), including without limitation a vesting that occurs in connection with a transaction described in Section 11.2.B hereof or a dissolution of the Partnership, the Grantee shall be entitled to receive a distribution from the Partnership in an amount equal to the aggregate distributions that would have been payable to the Grantee under Section 5.2 with respect to such Partnership Interest (or portion thereof) during the period from the date of grant to the vesting date if such Partnership Interest (or portion thereof) had been vested on the date of grant.

          H. Each Grantee shall be allocated items of Partnership income, gain, loss and deduction with respect to his or her Partnership Interest in accordance with the provisions of Article VI, commencing as of the date on which the grant of the Partnership Interest is made to

the Grantee. If the unvested portion of a Grantee’s Partnership Interest expires pursuant to the terms of the Grant Agreement or is disclaimed by the Grantee, (1) the Grantee shall be allocated items of gross deduction and loss in the taxable year during which such expiration or disclaimer occurs in an amount sufficient to reduce to zero the Capital Account allocable to the portion of the Grantee’s Partnership Interest that has expired or been disclaimed, and (2) the Grantee shall be allocated no other items of Partnership income, gain, loss and deduction for such taxable year or any future taxable year with respect to the expired or disclaimed portion of his or her Partnership Interest. An expired or disclaimed Partnership Interest shall be treated for all purposes of this Agreement as if it had been redeemed by the Partnership for no consideration, effective as of the expiration or disclaimer date, as the case may be.

          I. The General Partner may (but shall not be required to) make tax distributions to the Grantees with respect to the unvested portions of their Partnership Interests. Any tax distributions to a Grantee with respect to a particular taxable year shall not exceed the lesser of (1) an amount equal to the product of (x) the net taxable income allocated to such Grantee with respect to his or her unvested Partnership Interest for such taxable year multiplied by forty-five percent, and (2) the amount of distributions that the Grantee would have received under Article V if his Partnership Interest were vested. Any tax distributions shall be made to the Grantees on a pro rata basis, in proportion to the respective unvested Partnership Interests owned by each of the Grantees. Tax distributions made under this Section 4.9.I shall be treated as advance payments of the amounts that are distributable to the Grantees under the other provisions of this Agreement and shall be offset against any such other amounts distributable to the Grantees.

          J. Upon any admission of a Grantee as an additional Limited Partner pursuant to this Section 4.9, the General Partner’s Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.3; provided that, (1) for purposes of calculating the “Deemed Value of the Partnership” and the “Deemed Partnership Interest Value” under Section 4.3, the “Value” of a REIT Share shall be the “closing price” (as such term is defined in the definition of the term “Value” in Article I hereof) of a REIT Share as of the date on which the grant of the Partnership Interest is made to the Grantee, and (2) the denominator used in the calculations under Section 4.3 shall be the sum of (i) the Deemed Value of the Partnership plus (ii) an amount equal to the product of (x) the number of Partnership Units granted to the Grantee, multiplied by (y) the Exchange Factor, multiplied by (z) the “closing price” (as such term is defined in the definition of the term “Value” in Article I hereof) of a REIT Share on the date on which the grant of the Partnership Interest is made to the Grantee.

          K. Notwithstanding anything to the contrary contained in the penultimate sentence of Section 12.2B, each Grantee that receives a Partnership Interest under this Section 4.9 during December 2004 shall receive allocations under the second sentence of Section 12.2B as if such Grantee had been admitted on the first day of December, 2004.

          L. The Partnership Interests and associated Partnership Units issued to Grantees shall be identified in Exhibit A to this Agreement.

          M. In addition to obtaining any required consent of the Grantees as Limited Partners to certain amendments of the Agreement pursuant to the provisions of Section 14.1.C, the General Partner shall be required to obtain the prior written consent of each Grant