POLARIS INDUSTRIES PARTNERS L P, 8-K, 1994-10-14

POLARIS INDUSTRIES PARTNERS L P
8-K, 1994-10-14
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)
September 30, 1994
------------------

Polaris Industries Partners L.P.
(Exact name of registrant as specified in its charter)

Delaware 1-9653 11-2871657
- ------------------------------ ----------- ----------
(State or other jurisdiction of (Commission (IRS
Employer incorporation) File Number) ID Number)

1225 Highway 169 North, Minneapolis, MN 55441
- ----------------------------------------- ---------
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number,
including area code: (612) 542-0500
--------------

N/A
- ------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE>
Item 5. Other Events.

In connection with its previously-announced plan to
convert from a publicly traded limited partnership to a
publicly traded corporation (the "Transaction"), the Registrant
and the following
parties have entered into an Agreement and Plan of Conversion
dated as of September 29, 1994 (the "Agreement"): Polaris
Industries Inc. ("PII"), Polaris Industries L.P. (the
"Operating Partnership"), EIP Associates L.P. ("EIPA"), Polaris
Industries Associates L.P. ("PIA"), Polaris Industries Capital
Corporation ("PICC"), EIP Capital Corporation ("EIPCC"), Victor
K. Atkins, Jr., as general partner of both EIPA and PIA and as
a stockholder of EIPCC, LB I Group Inc. ("LB I Group"), as
limited partner of both EIPCC and PIA, EIP I, L.P. ("EIP I,
L.P"), as limited partner of EIPA, G.A. Myles, as limited
partner of PIA, and Nancy A. Flaherty, Walter D. O'Hearn, Jr.,
and Ann Rogers Egan, as stockholders of EIPCC. A copy of the
Agreement is attached hereto as Exhibit 99.3.

The Agreement provides, among other things, that the
following transactions will take place: (i) PICC will merge
with EIPCC, with PICC as the surviving entity; (ii) Messrs.
Atkins, and O'Hearn, Ms. Egan and Ms. Flaherty will transfer
their capital stock in EIPCC to PII in exchange for shares of
PII's Common Stock; (iii) EIP I, L.P., Mr. Atkins and LB I
Group will transfer their partnership interests in EIPA to PII
in exchange for shares of PII's Common Stock; (iv) LB I Group
and Messrs. Atkins and Myles will transfer their partnership
interests in PIA to PII in exchange for shares of PII's Common
Stock; (v) PII and EIPCC will form a Delaware limited
partnership under the name of PTP LP, or such other name as
they shall determine ("PTP"), with PII as limited partner and
EIPCC as general partner; (vi) PTP will merge with the
Registrant, with the Registrant as the surviving entity; and
(vii) the Operating Partnership and PIA will merge with the
Registrant, with the Registrant as the surviving entity and
with EIPA and PII as general partners and PII and EIPCC as
limited partners.

On September 30, 1994 the Registrant announced that it had
filed a preliminary Proxy Statement/Prospectus with the
Securities and Exchange Commission relating to the Transaction. A
copy of the press release
relating to this announcement is attached hereto as Exhibit 99.4.

Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.

99.3 Agreement and Plan of Conversion, dated as of
September 29, 1994, by and among the Registrant,
Polaris Industries Inc., Polaris Industries
L.P., EIP Associates L.P., Polaris Industries
Associates L.P., Polaris Industries Capital
Corporation, EIP Capital Corporation, Victor K.
Atkins, Jr., LB I Group Inc., EIP I, L.P., G.A.
Myles, Nancy A. Flaherty, Walter D. O'Hearn, Jr.
and Ann Rogers Egan.

99.4 Press release issued by the Registrant on
September 30, 1994 in connection with the filing
of the preliminary Proxy
Statement/Prospectus relating to the Transaction.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

POLARIS INDUSTRIES PARTNERS L.P.

By: EIP ASSOCIATES L.P.
General Partner

By: EIP CAPITAL CORPORATION
General Partner

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: President

Dated: October 14, 1994

EXHIBIT INDEX

Exhibit No. Page Number

99.3 Agreement and Plan of Conversion,
dated as of September 29, 1994,
by and among the Registrant,
Polaris Industries Inc., Polaris
Industries L.P., EIP Associates
L.P., Polaris Industries
Associates L.P., Polaris
Industries Capital Corporation,
EIP Capital Corporation, Victor
K. Atkins, Jr., LB I Group Inc.,
EIP I, L.P., G.A. Myles, Nancy A.
Flaherty, Walter D. O'Hearn, Jr.
and Ann Rogers Egan.

99.4 Press release issued by the Registrant on
September 30, 1994 in connection with
the filing of the preliminary Proxy
Statement/Prospectus relating to the
Transaction.

Exhibit 99.3

CONFORMED COPY

POLARIS INDUSTRIES INC.
POLARIS INDUSTRIES PARTNERS L.P.
_______________

AGREEMENT AND PLAN OF CONVERSION
_______________

September 29, 1994
_______________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____
<PAGE>
TABLE OF CONTENTS

Page

AGREEMENT AND PLAN OF CONVERSION

ARTICLE I THE PICC MERGER. . . . . . . . . . . . . . . . . . 1

Section 1.1 The PICC Merger . . . . . . . . . . 3
Section 1.2 Effects of the PICC Merger. . . . . 3

ARTICLE II THE EIPCC STOCK EXCHANGE. . . . . . . . . . . 4

Section 2.1 The EIPCC Stock Exchange. . . . . . 4

ARTICLE III THE PARTNERSHIP GP EXCHANGE . . . . . . . . . 4

Section 3.1 The Partnership GP Exchange . . . . 4

ARTICLE IV THE OPERATING PARTNERSHIP GP EXCHANGE . . . . . 5

Section 4.1 The Operating Partnership GP
Exchange. . . . . . . . . 5

ARTICLE V THE MERGER. . . . . . . . . . . . . . . . . . 6

Section 5.1 Formation of PTP. . . . . . . . . . 6
Section 5.2 The Merger. . . . . . . . . . . . . 6
Section 5.3 Effects of the Merger . . . . . . . 6

ARTICLE VI THE OPERATING PARTNERSHIP MERGER. . . . . . . 7

Section 6.1 The Operating Partnership
Merger. . . . . . . . . . . . . . 7
Section 6.2 Effects of the Operating
Partnership Merger. . . . . . . . 8

ARTICLE VII CONVERSION OF UNITS IN THE MERGER . . . . . . 8

Section 7.1 Conversion of Units . . . . . . . . 8
Section 7.2 Exchange of Certificates. . . . . . 9
Section 7.3 Procedures for Dissent by
Record Holders of Units . . . . . 11
Section 7.4 Provisions Affecting Remedies
of Dissenting Unitholders . . . . 17

ARTICLE VIII THE CLOSINGS. . . . . . . . . . . . . . . . . 18

Section 8.1 The Closings. . . . . . . . . . . . 18
Section 8.2 Deliveries at the First
Closing . . . . . . . . . . . . . 19
Section 8.3 Deliveries at the Second
Closing . . . . . . . . . . . . . 19
Section 8.4 Deliveries at the Third
Closing . . . . . . . . . . . . . 20
Section 8.5 Deliveries at the Fourth
Closing . . . . . . . . . . . . . 21
Section 8.6 Deliveries at the Fifth
Closing . . . . . . . . . . . . . 22
Section 8.7 Deliveries at the Sixth
Closing . . . . . . . . . . . . . 22

ARTICLE IX JOINT AND SEVERAL REPRESENTATIONS AND
WARRANTIES OF CERTAIN PARTNERSHIP
ENTITIES. . . . . . . . . . . . . . . . . . . 23

Section 9.1 Organization. . . . . . . . . . . . 23
Section 9.2 Capitalization. . . . . . . . . . . 23
Section 9.3 Authority . . . . . . . . . . . . . 24

ARTICLE X SEVERAL REPRESENTATIONS AND WARRANTIES
OF CERTAIN PARTNERSHIP ENTITIES . . . . . . . 25

Section 10.1 Representations and Warranties of the
EIPCC Stockholders . . . . 25
Section 10.2 Representations and Warranties
of the Partnership GP Partners. . 28
Section 10.3 Representations and Warranties
of the Operating Partnership
GP Partners . . . . . . . . . . . 31

ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE
COMPANY . . . . . . . . . . . . . . . . . . . 35

Section 11.1 Organization . . . . . . . . . . . . 35
Section 11.2 Capitalization . . . . . . . . . . . 35
Section 11.3 Authority. . . . . . . . . . . . . . 36
Section 11.4 No Activity. . . . . . . . . . . . . 36

ARTICLE XII COVENANTS . . . . . . . . . . . . . . . . . . 36

Section 12.1 Conduct of Business of Certain
Partnership Entities. . . . . . . 36
Section 12.2 Conduct of Business of the
Company.. . . . . . . . . . . . . . . . . . . 39
Section 12.3 Reasonable Best Efforts. . . . . . . 39
Section 12.4 Letter of the Partnership's
Accountants . . . . . . . . . . . 40
Section 12.5 Access to Information. . . . . . . . 40
Section 12.6 Unitholders Meeting. . . . . . . . . 41
Section 12.7 Legal Conditions to Merger . . . . . 41
Section 12.8 Affiliates . . . . . . . . . . . . . 41
Section 12.9 Stock Exchange Listing . . . . . . . 42
Section 12.10 Employee Benefit Plans. . . . . . . 42
Section 12.11 Partnership Plans . . . . . . . . . 42
Section 12.12 Fees and Expenses . . . . . . . . . 43
Section 12.13 Brokers or Finders. . . . . . . . . 43
Section 12.14 Indemnification . . . . . . . . . . 43
Section 12.15 Indemnification of The Transferors,
The Partnership GP, The Operating
Partnership GP, EIPCC, PICC and
Agents. . . . . . . . . . . . . . 45
Section 12.16 Preservation of Partnership,
Partnership GP and EIPCC. . . . . 50
Section 12.17 Notification of Certain
Matters . . . . . . . . . . . . . 50
Section 12.18 Publicity . . . . . . . . . . . . . 50
Section 12.19 Certain Tax Matters . . . . . . . . 51
Section 12.20 Registration Rights . . . . . . . . 55
Section 12.21 Delivery of Documents . . . . . . . 55
Section 12.22 Partnership Distributions.. . . . . 55

ARTICLE XIII CONDITIONS. . . . . . . . . . . . . . . . . . 56

Section 13.1 Conditions to Each Party's
Obligation To Effect the
Transactions Contemplated
Hereby. . . . . . . . . . . . . . 56
Section 13.2 Conditions to Obligations of
The Company . . . . . . . . . . . 57
Section 13.3 Conditions to Obligations of
the Partnership Entities. . . . . 59

ARTICLE XIV INDEMNITIES . . . . . . . . . . . . . . . . . 60

Section 14.1 EIPCC Stockholders' Indemnity. . . . 60
Section 14.2 Partnership GP Partners
Indemnity. . . . . . . . . . . . 61
Section 14.3 Operating Partnership GP
Partners Indemnity. . . . . . . . 62
Section 14.4 General Tax Indemnity . . . . . . . 62
Section 14.5 Exception to Certain
Indemnities.. . . . . . . . . . . 63
Section 14.6 Indemnification of W. Hall
Wendel, Jr. and the Company . . . 63
Section 14.7 Procedures for Indemnifica-
tion. . . . . . . . . . . . . . . 64

ARTICLE XV TERMINATION AND AMENDMENT . . . . . . . . . . 66

Section 15.1 Termination. . . . . . . . . . . . . 66
Section 15.2 Effect of Termination. . . . . . . . 66
Section 15.3 Amendment. . . . . . . . . . . . . . 66

ARTICLE XVI MISCELLANEOUS . . . . . . . . . . . . . . . . 67

Section 16.1 Fiduciary Duties . . . . . . . . . . 67
Section 16.2 Nonsurvival of Representations
and Warranties. . . . . . . . . . 67
Section 16.3 Notices. . . . . . . . . . . . . . . 67
Section 16.4 Interpretation . . . . . . . . . . . 68
Section 16.5 Counterparts . . . . . . . . . . . . 69
Section 16.6 Entire Agreement; No Third
Party Beneficiaries . . . . . . . 69
Section 16.7 Governing Law. . . . . . . . . . . . 69
Section 16.8 Specific Performance . . . . . . . . 69
Section 16.9 Assignment; Successors . . . . . . . 69

ANNEX I List of Partnership GP Partners
ANNEX II List of Operating Partnership GP Partners
ANNEX III List of EIPCC Stockholders
EXHIBIT A Form of Registration Rights Agreement

<PAGE>

AGREEMENT AND PLAN OF CONVERSION

AGREEMENT AND PLAN OF CONVERSION, dated as of
September 29, 1994, by and among Polaris Industries Inc., a
Minnesota corporation (the "Company"); Polaris Industries
Partners L.P., a Delaware limited partnership (the
"Partnership"); Polaris Industries L.P., a Delaware limited
partnership owned by the Partnership (the "Operating
Partnership"); EIP Associates L.P., a Delaware limited
partnership and the general partner of the Partnership (the
"Partnership GP"); Polaris Industries Associates L.P., a Delaware
limited partnership and the general partner of the Operating
Partnership (the "Operating Partnership GP"); EIP Capital
Corporation, a Delaware corporation and the managing general
partner of the Partnership GP ("EIPCC"); Polaris Industries
Capital Corporation, a Delaware corporation wholly owned by EIPCC
and the managing general partner of the Operating Partnership GP
("PICC"); the partners of the Partnership GP named on Annex I
attached hereto (the "Partnership GP Partners"); the partners of
the Operating Partnership GP named on Annex II hereto (the
"Operating Partnership GP Partners"); and the stockholders of
EIPCC named on Annex III hereto (the "EIPCC Stockholders"). The
Partnership, the Operating Partnership, the Partnership GP, the
Operating Partnership GP, PICC, EIPCC, the Partnership GP
Partners, the Operating Partnership GP Partners and the EIPCC
Stockholders are collectively referred to herein as the
"Partnership Entities". The Partnership GP Partners, the
Operating Partnership GP Partners and the EIPCC Stockholders are
collectively referred to herein as the "Transferors."

WHEREAS, the parties hereto desire to convert the
structure of the Partnership from that of a master limited
partnership to that of a corporation (the "Conversion") through
consummation of the following transactions (collectively, the
"Transactions"):

(i) First, PICC shall be merged with and into
EIPCC, with EIPCC as the surviving corporation (the "PICC
Merger"); (ii) Second, the EIPCC Stockholders, owning all the
issued and outstanding capital stock of EIPCC, shall transfer
such capital stock to the Company in exchange for shares of
Company Common Stock (as hereinafter defined) (the "EIPCC Stock
Exchange"); (iii) Third, the Partnership GP Partners, owning all
the issued and outstanding partnership interests of the
Partnership GP not presently owned by EIPCC, shall transfer such
partnership interests to the Company in exchange for shares of
Company Common Stock (the "Partnership GP Exchange");
(iv) Fourth, the Operating Partnership GP Partners, owning all
the issued and outstanding partnership interests of the Operating
Partnership GP not presently owned by PICC, shall transfer such
partnership interests to the Company in exchange for shares of
Company Common Stock (the "Operating Partnership GP Exchange");
(v) Fifth, the Company and EIPCC shall form a new Delaware
limited partnership named PTP LP, or such other name as they
determine ("PTP"), with the Company as PTP's sole limited partner
and EIPCC as PTP's sole general partner; (vi) Sixth, PTP shall be
merged with and into the Partnership (the "Merger"), in which the
Partnership shall be the surviving partnership with the
Partnership GP as the Partnership's general partner and the
Company and EIPCC as the Partnership's limited partners and the
outstanding Units of Beneficial Assignment of Class A Limited
Partnership Interests of the Partnership (the "Units") shall be
converted into shares of Company Common Stock; and (vii) Seventh,
the Operating Partnership and the Operating Partnership GP shall
be merged with and into the Partnership (the "Operating
Partnership Merger"), in which the Partnership shall be the
surviving partnership with the Partnership GP and the Company as
the Partnership's general partners, and the Company and EIPCC as
the Partnership's limited partners;

WHEREAS, pursuant to the Merger, each Unit then
outstanding (other than Units to be cancelled pursuant to Section
7.1(a) hereof and Units as to which the holders thereof shall
have exercised appraisal rights pursuant to Section 7.3 hereof,
if any) shall be converted into one share of common stock, par
value $.01 per share of the Company ("Company Common Stock");

WHEREAS, pursuant to the EIPCC Stock Exchange, the
Partnership GP Exchange and the Operating Partnership GP
Exchange, the Transferors shall collectively receive in the
aggregate 2,100,243 shares of Company Common Stock (the
"Transferors' Number");

WHEREAS, as a result of the Transactions, EIPCC will be
wholly owned by the Company; the Partnership GP will be wholly
owned by the Company (as a general partner and limited partner)
and EIPCC (as managing general partner); the Partnership will be
wholly owned by the Company (as a general partner and a limited
partner), the Partnership GP (as a general partner), and EIPCC
(as a limited partner); the Partnership Entities (other than
EIPCC, the Partnership GP, the Partnership and the Transferors)
will cease to exist; and the Transferors (other than in their
capacities as Unitholders) will own 11.4% of Company Common Stock
to be issued and outstanding after giving effect to the exercise
of previously granted First Rights (as defined herein) and the
Unitholders together with holders of outstanding First Rights
(upon exercise of such First Rights) will own in the aggregate
88.6% of the Company Common Stock to be issued and outstanding
after giving effect to the exercise of such First Rights;

NOW, THEREFORE, in consideration of the foregoing and
the respective representations, warranties, covenants and
agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE PICC MERGER

Section 1.1 The PICC Merger. Upon the terms and
subject to the conditions hereof, at the First Closing (as
hereinafter defined), a certificate of merger (the "PICC
Certificate of Merger") shall be duly prepared, executed and
acknowledged by EIPCC, the surviving corporation in the PICC
Merger, and thereafter delivered to the Secretary of State of the
State of Delaware, for filing, as provided in the Delaware
General Corporation Law (the "DGCL"). The PICC Merger shall
become effective upon the filing of the PICC Certificate of
Merger with the Secretary of State of the State of Delaware (the
"PICC Effective Time").

Section 1.2 Effects of the PICC Merger. The PICC
Merger shall have the effects set forth in the DGCL. Without
limiting the generality of the foregoing, and subject thereto, at
the PICC Effective Time, all the properties, rights, privileges,
powers and franchises of PICC shall vest in EIPCC, as the
surviving corporation in the PICC Merger, and all debts,
liabilities and duties of PICC shall become the debts,
liabilities and duties of EIPCC. In addition, from and after the
PICC Effective Time, all outstanding shares of PICC capital stock
shall be cancelled without consideration and cease to exist.

ARTICLE II

THE EIPCC STOCK EXCHANGE

Section 2.1 The EIPCC Stock Exchange.

(a) Upon the terms and subject to the conditions
hereof, at the Second Closing (as hereinafter defined), the
Company shall acquire from each of the EIPCC Stockholders and
each of the EIPCC Stockholders shall assign, transfer, convey and
deliver to the Company, the shares of common stock, par value
$1.00 per share, of EIPCC owned by such EIPCC Stockholders, as
set forth opposite the EIPCC Stockholders' names on Annex III
hereto, together constituting all the issued and outstanding
shares of capital stock of EIPCC (the "EIPCC Common Stock"), free
and clear of all liens, charges, pledges, security interests,
claims and encumbrances whatsoever (collectively, "Liens").

(b) As payment in full for the EIPCC Common Stock
being acquired by it from the EIPCC Stockholders hereunder, and
against delivery thereof as aforesaid, at the Second Closing, the
Company shall issue to each of the EIPCC Stockholders a number of
shares of Company Common Stock equal to the Transferors' Number
multiplied by the fraction set forth opposite such EIPCC
Stockholder's name on Annex III hereto.

ARTICLE III

THE PARTNERSHIP GP EXCHANGE

Section 3.1 The Partnership GP Exchange.

(a) Upon the terms and subject to the conditions
hereof, at the Third Closing (as defined herein), the Company
shall acquire from each of the Partnership GP Partners, and each
of such Partnership GP Partners shall assign, transfer, convey
and deliver to the Company, the partnership interests in the
Partnership GP owned by such Partnership GP Partners, as set
forth opposite the Partnership GP Partners' names on Annex I
hereto (the "Partnership GP Interests"), constituting (together
with EIPCC's interest in the Partnership GP) all the issued and
outstanding partnership interests of the Partnership GP, free and
clear of all Liens.

(b) As payment in full for the Partnership GP
Interests being acquired by it from the Partnership GP Partners
hereunder, and against delivery thereof as aforesaid, at the
Third Closing, the Company shall issue to each of the Partnership
GP Partners a number of shares of Company Common Stock equal to
the Transferors' Number multiplied by the fraction set forth
opposite such Partnership GP Partner's name on Annex I hereto.

ARTICLE IV

THE OPERATING PARTNERSHIP GP EXCHANGE

Section 4.1 The Operating Partnership GP Exchange.

(a) Upon the terms and subject to the conditions
hereof, at the Fourth Closing (as hereinafter defined), the
Company shall acquire from each of the Operating Partnership GP
Partners, and each of such Operating Partnership GP Partners
shall assign, transfer, convey and deliver to the Company, the
partnership interests in the Operating Partnership GP owned by
the Operating Partnership GP Partners, as set forth opposite the
Operating Partnership GP Partners' names on Annex II hereto (the
"Operating Partnership GP Interests"), constituting (together
with EIPCC's interest in the Operating Partnership GP) all the
issued and outstanding partnership interests of the Operating
Partnership GP, free and clear of all Liens.

(b) As payment in full for the Operating Partnership
GP Interests being acquired by it from the Operating Partnership
GP Partners hereunder, and against delivery thereof as aforesaid,
at the Fourth Closing, the Company shall issue to each of the
Operating Partnership GP Partners a number of shares of Company
Common Stock equal to the Transferors' Number multiplied by the
fraction set forth opposite such Operating Partnership GP
Partners' name on Annex II hereto.

ARTICLE V

THE MERGER

Section 5.1 Formation of PTP. Upon the terms and
subject to the conditions hereof, at the Fifth Closing (as
hereinafter defined), a certificate of limited partnership (the
"PTP Certificate of Limited Partnership") shall be duly prepared,
executed and acknowledged by EIPCC, the general partner of PTP,
and delivered to the Secretary of State of the State of Delaware,
for filing, as provided in the Delaware Revised Uniform Limited
Partnership Act (the "DRULPA"). PTP shall be formed upon the
filing of the PTP Certificate of Limited Partnership with the
Secretary of State of the State of Delaware. PTP shall be formed
by EIPCC, as general partner, and the Company as limited partner
and shall be capitalized with $100 in capital, with $90 being
contributed by the Company and $10 being contributed by EIPCC.
PTP shall qualify as a partnership for federal income tax
purposes.

Section 5.2 The Merger. Upon the terms and subject to
the conditions hereof, at the Fifth Closing, immediately
following the consummation of the transactions set forth in
Section 5.1 hereof a certificate of merger (the "Certificate of
Merger") shall be duly prepared, executed and acknowledged by the
Partnership, the surviving partnership in the Merger, and
delivered to the Secretary of State of the State of Delaware, for
filing, as provided in the DRULPA. The Merger shall become
effective upon the filing of the Certificate of Merger with the
Secretary of State of the State of Delaware (the "Effective
Time"). The partnership agreement of the Partnership, as in
effect immediately prior to the Effective Time shall be the
Partnership Agreement of the Partnership following the Effective
Time unless and until amended in accordance with the terms
thereof and applicable law.

Section 5.3 Effects of the Merger. The Merger shall
have the effects set forth in the DRULPA. Without limiting the
generality of the foregoing, and subject thereto, at the
Effective Time, all the properties, rights, privileges, powers
and franchises of PTP shall vest in the Partnership as the
surviving Partnership in the Merger, and all debts, liabilities
and duties of PTP shall become the debts, liabilities and duties
of the Partnership. In addition, at the Effective Time, all
outstanding Units (other than Units to be cancelled pursuant to
Section 7.1(a) hereof, and other than Units as to which the
holders thereof shall have exercised appraisal rights pursuant to
Section 7.3 hereof, if any) will be converted into shares of
Company Common Stock as provided in Article VII hereof; at the
Effective Time, EIPCC's general partnership interest in PTP shall
be converted into a limited partnership interest of 0.0001% in
the Partnership and EIPCC's capital contribution to PTP shall be
returned; and at the Effective Time, the Company's limited
partnership interest in PTP shall be converted into a limited
partnership interest in the Partnership and the Company's capital
contribution to PTP shall be returned. The partnership interests
of the Partnership GP in the Partnership and the partnership
interests of the Company and EIPCC in the Partnership GP shall
not be affected by the Merger.

ARTICLE VI

THE OPERATING PARTNERSHIP MERGER

Section 6.1 The Operating Partnership Merger. Upon
the terms and subject to the conditions hereof, at the Sixth
Closing (as hereinafter defined), a certificate of merger (the
"Operating Partnership Certificate of Merger") shall be duly
prepared, executed and acknowledged by the Partnership, the
surviving partnership in the Operating Partnership Merger, and
delivered to the Secretary of State of the State of Delaware, for
filing, as provided in the DRULPA. The Operating Partnership
Merger shall become effective upon the filing of the Operating
Partnership Certificate of Merger with the Secretary of State of
the State of Delaware (the "Operating Partnership Effective
Time"). The partnership agreement of the Partnership, as in
effect immediately prior to the Operating Partnership Effective
Time, shall be the Partnership Agreement of the Partnership
following the Operating Partnership Effective Time unless and
until amended in accordance with the terms thereof and applicable
law.

Section 6.2 Effects of the Operating Partnership
Merger. The Operating Partnership Merger shall have the effects
set forth in the DRULPA. Without limiting the generality of the
foregoing, and subject thereto, at the Operating Partnership
Effective Time, all the properties, rights, privileges, powers
and franchises of the Operating Partnership and the Operating
Partnership GP shall vest in the Partnership, as the surviving
partnership in the Operating Partnership Merger, and all debts,
liabilities and duties of the Operating Partnership and the
Operating Partnership GP shall become the debts, liabilities and
duties of the Partnership. In addition, from and after the
Operating Partnership Effective Time, all outstanding interests
in the Operating Partnership shall be cancelled without
consideration and cease to exist; and at the Operating
Partnership Effective Time, (i) the Company's general partnership
interest and limited partnership interest in the Operating
Partnership GP shall be converted into a general partnership
interest and a limited partnership interest in the Partnership;
and (ii) EIPCC's general partnership interest in the Operating
Partnership GP shall be converted into a limited partnership
interest in the Partnership.

ARTICLE VII

CONVERSION OF UNITS IN THE MERGER

Section 7.1 Conversion of Units. As of the Effective
Time, by virtue of the Merger and without any action on the part
of the holder of any Units (each a "Unitholder"):

(a) Cancellation of Units held by the Company. All
Units that are owned by the Company or any Subsidiary (as
hereinafter defined) of the Company shall be cancelled and
retired and shall cease to exist and no capital stock of the
Company or other consideration shall be delivered in exchange
therefor. As used in this Agreement, the word "Subsidiary"
means, with respect to any party, any corporation or other
organization, whether incorporated or unincorporated, of which at
least a majority of the securities or other interests having by
their terms ordinary voting power to elect or remove a majority
of the Board of Directors or others performing similar functions
with respect to such corporation or other organization is
directly or indirectly owned or controlled by such party together
with its Subsidiaries.

(b) Exchange Ratio for Units. Each Unit issued and
outstanding at the Effective Time (other than Units to be
cancelled in accordance with Section 7.1(a) and other than Units
as to which the holders thereof shall have exercised appraisal
rights pursuant to Section 7.3 hereof, if any) shall be converted
into one (1) (the "Conversion Number") fully paid and
nonassessable share of Company Common Stock (the "Conversion
Consideration"). At the Effective Time, such Units shall no
longer be outstanding and shall automatically be cancelled and
retired and shall cease to exist, and each holder of a
certificate representing any such Units shall cease to have any
rights with respect thereto, except the right to receive a
certificate representing shares of Company Common Stock and
Distributions (as defined in Section 12.22 hereof).

Section 7.2 Exchange of Certificates.

(a) Exchange Agent. As of the Effective Time, the
Company shall deposit with Norwest Bank, N.A. (the "Exchange
Agent"), for the benefit of the holders of Units, for exchange in
accordance with this Article VII, through the Exchange Agent,
certificates representing the shares of Company Common Stock
(such shares of Company Common Stock, together with any dividends
or distributions with respect thereto, being hereinafter referred
to as the "Exchange Fund") issuable pursuant to Section 7.1 in
exchange for certificates which immediately prior to the
Effective Time represented outstanding Units.

(b) Exchange Procedures. As soon as practicable after
the Effective Time, the Company shall cause the Exchange Agent to
mail to each holder of record of a certificate or certificates
which immediately prior to the Effective Time represented
outstanding Units (the "Certificates") whose Units were converted
pursuant to Section 7.1 into shares of Company Common Stock (i) a
letter of transmittal (which shall be in such form and have such
provisions as the Company and the Partnership GP may reasonably
specify) and (ii) instructions for use in effecting the surrender
of the Certificates in exchange for certificates representing
shares of Company Common Stock. Upon surrender of a Certificate
for cancellation to the Exchange Agent or to such other agent or
agents as may be appointed by the Company, together with such
letter of transmittal, duly executed, the holder of such
Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of shares of Company Common
Stock which such holder has the right to receive pursuant to the
provisions of this Article VII, and the Certificate so
surrendered shall forthwith be cancelled. In the event of a
transfer of ownership of Units which is not registered in the
transfer records of the Partnership, a certificate representing
the proper number of shares of Company Common Stock may be issued
to a transferee if the Certificate is presented to the Exchange
Agent, accompanied by all documents required to evidence and
effect such transfer and by evidence that any applicable transfer
taxes have been paid. Until surrendered as contemplated by this
Section 7.2, each Certificate shall be deemed at any time after
the Effective Time to represent only the right to receive upon
such surrender a certificate representing shares of Company
Common Stock.

(c) Distributions with Respect to Unexchanged Units.
No dividends or other distributions declared or made after the
Effective Time with respect to Company Common Stock with a record
date after the Effective Time shall be paid to the holder of any
unsurrendered Certificate with respect to the shares of Company
Common Stock which such holder is entitled to receive upon the
surrender thereof in accordance with this Section 7.2 until the
holder of record of such Certificate shall so surrender such
Certificate. Subject to the effect of applicable laws, following
surrender of any such Certificate, there shall be paid to the
record holder of the certificates representing shares of Company
Common Stock issued in exchange therefor, without interest, (i)
at the time of such surrender, the amount of dividends or other
distributions with a record date after the Effective Time
theretofore paid with respect to such shares of Company Common
Stock, and (ii) at the appropriate payment date, the amount of
dividends or other distributions with a record date after the
Effective Time but prior to such surrender and a payment date
subsequent to surrender payable with respect to such shares of
Company Common Stock.

(d) No Further Ownership Rights in Units. All
certificates representing shares of Company Common Stock issued
upon the surrender for exchange of Certificates in accordance
with the terms hereof shall be deemed to have been issued in full
satisfaction of all rights pertaining to such Units (except the
right to receive previously declared but unpaid distributions
from the Partnership), and there shall be no further registration
of transfers on the transfer books of the Partnership of the
Units which were outstanding immediately prior to the Effective
Time. If, after the Effective Time, Certificates are presented
to the Partnership or the Company for any reason, they shall be
cancelled and exchanged as provided in this Article VII.

(e) Termination of Exchange Fund. Any portion of the
Exchange Fund which remains undistributed to the Certificate
holders for one year after the Effective Time shall be delivered
to the Company, upon demand, and any Certificate holders who have
not theretofore complied with this Article VII shall thereafter
look only to the Company for payment of their claim for
certificates representing shares of Company Common Stock and any
dividends or distributions with respect to Company Common Stock.

(f) No Liability. None of the Company, the
Partnership or any Partnership Entity shall be liable to any
holder of Units, Certificates or Company Common Stock, as the
case may be, for such securities (or dividends or distributions
with respect thereto) delivered to a public official pursuant to
any applicable abandoned property, escheat or similar law.

Section 7.3 Procedures for Dissent by Record Holders
of Units. (a) Notwithstanding anything in this Agreement to the
contrary, Units that are outstanding immediately prior to the
Effective Time and are held by Unitholders who did not vote for
the Merger and who shall have delivered to the Executive Vice
President, Finance and Administration, of the Company a written
objection in accordance with clause (i) of Section 7.3(b) (each a
"Dissenting Unitholder") shall not be deemed converted into the
Conversion Consideration, but the Unitholders thereof shall be
entitled to payment of the Fair Value (as defined below) of such
Units in accordance with the provisions of Sections 7.3 and 7.4
hereof ("Appraisal Rights"); provided, however, that if the right
of any Dissenting Unitholder to be paid the Fair Value of his or
her Units shall cease in accordance with clause (iii) of Section
7.3(b) or otherwise, such Units shall be deemed to have been
exchanged as of the Effective Time for the Conversion
Consideration without interest thereon. Any Unitholder seeking
Appraisal Rights must (A) hold his or her Units for which
appraisal is sought on the Record Date, (B) continuously hold
such Units through the Effective Time, and (C) otherwise comply
with the following provisions of this Section 7.3. "Fair Value"
as used herein shall mean, with respect the Units, the value
thereof as of the day immediately preceding the Effective Time,
excluding any appreciation or depreciation in such value arising
from the accomplishment or expectation of the Merger or the
Transactions.

(b) (i) A Unitholder who desires to exercise his or
her right to dissent to the Merger (and thereby his Appraisal
Rights) must be a holder of record on, and have filed with the
Partnership on or before, the fifth day prior to the date of the
Unitholders' meeting referred to in Section 12.6 hereof (the
"Meeting Date"), a written objection to the Merger and a notice
stating that the Unitholder's right to dissent will be exercised
if the Merger is effected and giving the Unitholder's address, to
which notice shall be delivered or mailed in that event. Such
objection and notice must have (A) reasonably informed the
Partnership of the identity of the Unitholder and that such
Unitholder demands Appraisal Rights with respect to his or her
Units and (B) be separate from any proxy relating to the Merger.

(ii) If the Merger is effected, the Company
shall, within 10 days after the Merger is effected, mail to each
Unitholder of record at the Effective Time who filed an objection
and notice pursuant to clause (i) of this Section 7.3(b) and did
not vote in favor of the Merger written notice that the Merger
has been effected (including the date thereof).

(iii) Any Unitholder who (A) voted in favor of
the Merger or delivered a proxy in favor of the Conversion or an
unmarked proxy, or (B) failed to make the written objection and
notice in accordance with clause (i) of this Section 7.3(b),
shall not be entitled to Appraisal Rights but shall otherwise be
bound by the Merger. Neither voting against, abstaining from
voting, nor failing to vote on the Merger by any Unitholder, will
constitute a demand by such Unitholder for Appraisal Rights
within the meaning of Section 7.3(a) hereof or this Section
7.3(b).

(c) At any time within 120 days after the Effective
Time, any Dissenting Unitholder who has complied with the
requirements of Section 7.3(b) hereof, upon written request,
shall be entitled to receive from the Company a statement setting
forth the aggregate number of Units not voted in favor of the
Merger and with respect to which demands for Appraisal Rights
have been received and the aggregate number of Unitholders who
hold such Units. Such written statement shall be mailed to the
requesting Dissenting Unitholder within 10 days after the later
of his written request for such a statement is received by the
Company and the expiration of the period for delivery of demands
for appraisal.

(d) At any time within the period of 120 days after
the Effective Time, any Dissenting Unitholder or the Company may
file a petition in the Delaware Court of Chancery (the "Chancery
Court") asking for a finding and determination of the Fair Value
of the Dissenting Unitholder's Units. Upon the filing of any
such petition by the Dissenting Unitholder, service of a copy
thereof shall be made upon the Company, which shall, within 20
days after service, file in the office of the Register in
Chancery of the Chancery Court in which such petition was filed
(the "Register in Chancery") a duly verified list containing the
names and addresses of all Unitholders who have demanded payment
for their Units and not withdrawn such demand in accordance with
Section 7.3(b) hereof. If the petition shall be filed by the
Company, the petition shall be accompanied by such a duly
verified list. The Register in Chancery, if so ordered by the
Chancery Court, shall give notice of the time and place fixed for
the hearing of the petition by certified or registered mail to
the Company and to the Unitholders named on the list at the
addresses therein stated. Such notice shall also be given by one
or more publications, at least one week prior to the scheduled
date of the hearing, in a newspaper of general circulation in the
City of Wilmington, Delaware or such other publication as the
Chancery Court deems advisable. The forms of the notices by mail
and by publication shall be approved by the Chancery Court, and
the costs thereof shall be borne by the Company. All Dissenting
Unitholders thus notified and the Company shall thereafter be
bound by the final judgment of the Chancery Court.

(e) At the hearing on the petition, the Chancery Court
shall determine the Dissenting Unitholders who have complied with
the provisions of this Section 7.3 and have become entitled to
the valuation of and payment for their Units. After determining
the Unitholders entitled to Appraisal Rights, the Chancery Court
shall appraise the Units, determining their Fair Value, together
with a fair rate of interest, if any, to be paid upon the amount
determined to be the Fair Value. In determining such Fair Value,
the Chancery Court shall take into account all relevant factors.
In determining the fair rate of interest, the Chancery Court may
consider all relevant factors, including the rate of interest
which the Company would have had to pay to borrow money during
the pendency of the proceeding. The Chancery Court shall have
power to examine any of the books and records of the Company.
Upon application by the Company or by any Unitholder entitled to
participate in the proceeding, the Chancery Court may, in its
discretion, permit discovery or other pretrial proceedings and
may proceed to trial upon the appraisal prior to the final
determination of the Unitholders entitled to an appraisal. Any
Dissenting Unitholder whose name appears on the list filed by the
Company pursuant to Section 7.3(d) may participate fully in all
proceedings until it is finally determined that he or she is not
entitled to Appraisal Rights under Section 7.3 and 7.4 hereof.

(f) The Chancery Court shall by its judgment determine
the Fair Value of the Units of the Dissenting Unitholders
entitled to payment for their Units and shall direct the payment
of that Fair Value, together with interest, if any, thereon, by
the Company to the Dissenting Unitholders entitled to payment.
Interest may be simple or compound, as the Chancery Court may
direct. The Chancery Court's judgment shall be enforceable as
other judgments in the Chancery Court. Upon payment of the
judgment, the Dissenting Unitholders shall cease to have any
interest in their Units or the Company. The costs of the
proceeding shall be allotted between the parties in the manner
that the Chancery Court determines to be equitable under the
circumstances. Upon application of a Dissenting Unitholder, the
Chancery Court may order all or a portion of the expenses
incurred by any Dissenting Unitholder in connection with the
proceeding, including, without limitation, reasonable attorney's
fees and the fees and expenses of experts, to be charged pro rata
against the value of all the Units whose Fair Value is determined
pursuant to the proceeding. In the absence of such a
determination of assessment by the Chancery Court, each party
shall bear his, her or its own expenses.

(g) Each Unit acquired by the Company pursuant to the
payment of the judgment entered for the Fair Value of the Units,
as provided in this Section 7.3, shall be cancelled and of no
force or effect.

(h) The remedy provided by this Section 7.3 to a
Dissenting Unitholder objecting to the Merger is the exclusive
remedy for the recovery of the value of his or her Units or money
damages to the Unitholder with respect to the Merger. If the
Company complies with the requirements of this Section 7.3, any
Dissenting Unitholder who fails to comply with the requirements
of this Section 7.3 shall not be entitled to bring suit for the
recovery of the value of his or her Units or money damages to the
Dissenting Unitholder with respect to the Merger.

(i) Without limitation of the generality of Section
7.3(c) hereof, if the Chancery Court shall refuse to recognize
the rights and procedures set forth in Sections 7.3 and 7.4
hereof with respect to Dissenting Unitholders, or shall otherwise
refuse to follow the procedures set forth in this Section 7.3 to
be followed by it, then the Company within 45 days after learning
of such refusal by the Chancery Court, shall make application to
the American Arbitration Association ("AAA"), Philadelphia
Branch, to select an independent appraiser (the "Special
Appraiser") to determine the Fair Value of the Units held by all
such Dissenting Unitholders. Within 30 days after the Company is
notified of the selection of the Special Appraiser, the Company
shall deliver or mail to each Dissenting Unitholder a written
notice stating that a Special Appraiser has been selected in
accordance with this Section 7.3(i) and specifying the name and
address of the Special Appraiser. From and after the delivery or
mailing of such notice, all petitions, lists and other documents
that would have been filed under Section 7.3(d) or (e) hereof
with the Register in Chancery and the Chancery Court shall be
filed instead with the Special Appraiser. The Special Appraiser
shall retain all such documents filed with him in clearly
identifiable files, shall maintain an index or log listing all
such documents and the time and date on which they were filed,
and shall make all such documents and files available to the
Company and any Dissenting Unitholders during the same business
hours as those that are maintained by the clerks of the Chancery
Court. If any such documents shall have already been filed with
the Register in Chancery and the Chancery Court, the Company, at
its expense, shall obtain copies of such documents from the
applicable clerk of the Chancery Court and shall file such copies
with the Special Appraiser. The Special Appraiser shall give any
notices that would have been given by the Chancery Court or its
clerk pursuant to Sections 7.3(d), (e) and (f) hereof. The
Special Appraiser shall perform the functions and take the
actions that would have been performed and taken by the Chancery
Court under Sections 7.3(d), (e) and (f) hereof. In doing so,
the Special Appraiser shall follow the procedures set forth in
such Sections as nearly as practicable. The Fair Value finally
determined by the Special Appraiser shall be final and binding
upon all such Dissenting Unitholders and the Company, and the
other provisions of Sections 7.3 and 7.4 hereof with respect to
the effect of such determination and the rights of Dissenting
Unitholders (including, without limitation, pursuant to Section
7.3(h) hereof) shall be applicable as nearly as practicable.
Should the Special Appraiser die or become unable or unwilling to
serve, the Company shall promptly make application to the AAA for
selection of a substitute Special Appraiser, who shall have the
same powers and duties as the original Special Appraiser and who
shall obtain from the original Special Appraiser (or his estate)
all documents and files pertaining to the Merger.

Section 7.4 Provisions Affecting Remedies of
Dissenting Unitholders.

(a) Subject to the right of a Dissenting Unitholder
pursuant to Section 7.4(b) hereof to withdraw his or her demand
for payment, from and after the Effective Time, any Dissenting
Unitholder who has demanded payment for his or her Units in
accordance with Section 7.3 shall not thereafter be entitled to
vote, to exercise any other rights of a Unitholder or to receive
payment of any distributions with respect thereto, except the
right to receive payment for his or her Units pursuant to the
provisions of Section 7.3 hereof, the right to receive
distributions payable to the Dissenting Unitholders on or prior
to the Effective Date and the right to maintain an appropriate
action to obtain relief on the grounds that the Merger would be
or was fraudulent or unfair, and the respective Units for which
payment has been demanded shall not thereafter be considered
outstanding for the purposes of any subsequent vote of
Unitholders.

(b) Any Dissenting Unitholder who has demanded payment
for his or her Units in accordance with Section 7.3 hereof may
withdraw such demand by delivering to the Company a written
notice of such withdrawal and a consent to the Merger; provided
that (i) no such demand may be withdrawn after payment for his or
her Units and (ii) any such notice of withdrawal delivered later
than 30 days after the Effective Time shall not be effective
without the consent of the Company; provided, further, that if
any such notice of withdrawal is delivered after any petition has
been filed pursuant to Section 7.3 hereof asking for a finding
and determination of the Fair Value of such Units, dismissal of
the appraisal proceeding with respect to such Units shall be
subject to approval by the Chancery Court or, if applicable, the
Special Appraiser. If, however, such demand shall be withdrawn
as hereinbefore provided, or if no petition asking for a finding
and determination of Fair Value of such Units by the Chancery
Court shall have been filed within the time provided in Section
7.3 hereof, or if after the hearing of a petition filed pursuant
to Section 7.3 hereof, the Chancery Court shall determine that
such Unitholder is not entitled to the relief provided by Section
7.3 hereof, then, in any such case, such Unitholder and all
persons claiming under him or her shall be bound by the Merger
and entitled to receive the Conversion Consideration, the right
of such Unitholder to be paid the Fair Value of his or her Units
shall cease, and his or her status as a Unitholder of Units
exchanged in the Merger shall be restored without prejudice to
any proceedings that may have been taken by the Company during
the interim, and such Unitholder shall be entitled to receive any
distributions made with respect to such Conversion Consideration
in the interim.

(c) The provisions of Sections 7.3 and 7.4 hereof
relating to the procedures to be followed to determine the Fair
Value of the Units shall be conformed as nearly as practicable to
the procedure required to be followed in connection with the
exercise of dissenters' rights by a stockholder of a corporation
formed under the DGCL as set forth in Section 262 of the DGCL.
In the event that such procedures cannot be followed, then the
Company shall implement alternative procedures designed to
produce results substantially similar to those that would be
effected if Section 262 of the DGCL applied to the Merger.

ARTICLE VIII

THE CLOSINGS

Section 8.1 The Closings. Each of the Transactions
set forth herein and each of the closings of such Transactions as
set forth below are contingent upon, and shall not be consummated
unless, all of the Transactions set forth herein and all of the
closings of such Transactions as set forth below are consummated
as provided herein.

(a) Upon the terms and conditions hereof, the closing
of the transactions contemplated by Article I hereof (the "First
Closing") shall take place at the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, NY 10017 (the "Place
of Closing") at 10:00 a.m., New York City time, on the Meeting
Date, or at such other date, time and place as the Company and
the Partnership GP shall agree (the "Closing Date").

(b) The closing of the transactions contemplated by
Article II hereof (the "Second Closing") shall take place at the
Place of Closing on the Closing Date promptly following
consummation of the First Closing.

(c) The closing of the transactions contemplated by
Article III hereof (the "Third Closing") shall take place at the
Place of Closing on the Closing Date promptly following
consummation of the Second Closing.

(d) The closing of the transactions contemplated by
Article IV hereof (the "Fourth Closing") shall take place at the
Place of Closing on the Closing Date promptly following
consummation of the Third Closing.

(e) The closing of the transactions contemplated by
Article V hereof (the "Fifth Closing") shall take place at the
Place of Closing on the Closing Date promptly following consum-
mation of the Fourth Closing.

(f) The closing of the transactions contemplated by
Article VI hereof (the "Sixth Closing") shall take place at the
Place of Closing on the Closing Date promptly following
consummation of the Fifth Closing.

Section 8.2 Deliveries at the First Closing. At the
First Closing, EIPCC shall cause the PICC Merger to become
effective pursuant to Article I hereof, and shall execute,
deliver and file, or cause to be executed, delivered and filed,
all such other documents, instruments or writings required to
effect the PICC Merger, required to be delivered pursuant to this
Agreement or otherwise required in connection herewith.

Section 8.3 Deliveries at the Second Closing.

(a) At the Second Closing, the EIPCC Stockholders
shall deliver or cause to be delivered (unless previously
delivered) the following to the Company:

(i) stock certificates representing the EIPCC
Common Stock accompanied by stock powers duly endorsed in blank
or accompanied by duly executed instruments of transfer, with all
necessary transfer tax and other revenue stamps affixed thereto;

(ii) the stock books, stock ledgers, minute books
and corporate seal of EIPCC and PICC;

(iii) written resignations of all directors and
officers of EIPCC and PICC; and

(iv) all other documents, instruments and
writings required to be delivered by the EIPCC Stockholders to
the Company pursuant to this Agreement or otherwise required in
connection herewith.

(b) At the Second Closing, the Company shall deliver
or cause to be delivered (unless previously delivered) the
following to the EIPCC Stockholders:

(i) one or more unlegended certificates, in
definitive form and registered in the names of the EIPCC
Stockholders or their assignees, representing the shares of the
Company Common Stock to be issued to them pursuant to Section
2.1(b) hereof; provided, that, in the event any transfer or other
taxes become payable by reason of the issuance of any certificate
representing Company Common Stock in any name other than that of
a EIPCC Stockholder, such assignee must pay such tax to the
Company or must establish to the satisfaction of the Company that
such tax has been paid or is not payable; and

(ii) all other documents, instruments and
writings required to be delivered by the Company to the EIPCC
Stockholders pursuant to this Agreement or otherwise required in
connection herewith.

Section 8.4 Deliveries at the Third Closing.

(a) At the Third Closing, the Partnership GP Partners
shall deliver or cause to be delivered (unless previously
delivered) to the Company duly executed assignments of the
Partnership GP Interests; and EIPCC shall deliver to the Company,
(i) written resignations of all directors and officers of the
Partnership GP (or of the individuals holding similar offices or
performing comparable functions at the Partnership GP); and (ii)
all other documents, instruments and writings required to be
delivered by the Partnership GP Partners to the Company pursuant
to this Agreement or otherwise required in connection herewith.

(b) At the Third Closing, the Company shall deliver or
cause to be delivered (unless previously delivered) the following
to the Partnership GP Partners:

(i) one or more unlegended certificates, in
definitive form and registered in the names of the Partnership GP
Partners or their assignees, representing the shares of Company
Common Stock to be issued to them pursuant to Section 3.1(b)
hereof; provided, that, in the event any transfer or other taxes
become payable by reason of the issuance of any certificate
representing Company Common Stock in any name other than that of
a Partnership GP Partner, such assignee must pay such tax to the
Company or must establish to the satisfaction of the Company that
such tax has been paid or is not payable; and

(ii) all other documents, instruments and
writings required to be delivered by the Company, to the
Partnership GP Partners pursuant to this Agreement or otherwise
required in connection herewith.

Section 8.5 Deliveries at the Fourth Closing.

(a) At the Fourth Closing, the Operating Partnership
GP Partners shall deliver or cause to be delivered (unless
previously delivered) to the Company duly executed assignments of
the Operating Partnership GP Interests; and EIPCC shall deliver
to the Company (i) written resignations of all directors and
officers of the Operating Partnership GP (or of the individuals
holding similar offices or performing comparable functions at the
Operating Partnership GP); and (ii) all other documents,
instruments and writings required to be delivered by the
Operating Partnership GP Partners to the Company pursuant to this
Agreement or otherwise required in connection herewith.

(b) At the Fourth Closing, the Company shall deliver
or cause to be delivered (unless previously delivered) the
following to the Operating Partnership GP Partners:

(i) one or more unlegended certificates, in
definitive form and registered in the names of the Operating
Partnership GP Partners or their assignees, representing the
shares of Company Common Stock to be issued to them pursuant to
Section 4.1(b) hereof; provided, that, in the event any transfer
or other taxes become payable by reason of the issuance of any
certificate representing Company Common Stock in any name other
than that of a Operating Partnership GP Partner, such assignee
must pay such tax to the Company or must establish to the
satisfaction of the Company that such tax has been paid or is not
payable; and

(ii) all other documents, instruments and
writings required to be delivered by the Company, to the
Operating Partnership GP Partners pursuant to this Agreement or
otherwise required in connection herewith.

Section 8.6 Deliveries at the Fifth Closing.

(a) At the Fifth Closing, the Company and EIPCC shall
execute, deliver and file, or cause to be executed, delivered and
filed, all such documents, instruments or writings required to
effect the formation of PTP as set forth in Section 5.1 hereof,
required to be delivered pursuant to this Agreement or otherwise
required in connection herewith.

(b) At the Fifth Closing, immediately following
consummation of the deliveries set forth in clause (a) above, the
Partnership shall cause the Merger to become effective pursuant
to Article V hereof, and shall execute, deliver and file, or
cause to be executed, delivered and filed, all such other
documents, instruments or writings required to effect the Merger,
required to be delivered pursuant to this Agreement or otherwise
required in connection herewith, and shall return the Company's
and EIPCC's capital contributions in PTP.

Section 8.7 Deliveries at the Sixth Closing. At the
Sixth Closing, the Partnership shall cause the Operating
Partnership Merger to become effective pursuant to Article VI
hereof, and shall execute, deliver and file, or cause to be
executed, delivered and filed, all such other documents,
instruments or writings required to effect the Operating
Partnership Merger, required to be delivered pursuant to this
Agreement or otherwise required in connection herewith.

ARTICLE IX

JOINT AND SEVERAL
REPRESENTATIONS AND WARRANTIES OF
CERTAIN PARTNERSHIP ENTITIES

The Partnership, the Operating Partnership, the
Partnership GP, the Operating Partnership GP, PICC, EIPCC and
Victor K. Atkins, Jr., as general partner of the Partnership GP
and the Operating Partnership GP, jointly and severally represent
and warrant to the Company as follows:

Section 9.1 Organization. Each of the Partnership and
the Operating Partnership is a limited partnership duly
organized, validly existing and in good standing under the
limited partnership laws of the jurisdiction of its organization
and has all requisite partnership power and authority to own,
lease and operate its properties and to carry on its business as
now being conducted, except where the failure to be so organized,
existing and in good standing or to have such power and authority
would not have a material adverse effect on the Partnership and
the Operating Partnership taken as a whole. As used in this
Agreement, any reference to any event, change or effect being
material or having a material adverse effect on or with respect
to an entity (or group of entities taken as a whole) means such
event, change or effect is materially adverse to the business,
properties, assets, results of operations, financial condition or
prospects of such entity (or such group of entities taken as a
whole) or the ability of such entity (or such group of entities)
to consummate any of the Transactions in accordance with this
Agreement.

Section 9.2 Capitalization. As of the date hereof,
(a)(i) 16,010,441 Units are issued and outstanding and (ii) the
Partnership GP is the sole general partner in the Partnership and
(b)(i) all the limited partnership interests in the Operating
Partnership are validly issued and owned by the Partnership free
and clear of all Liens and (ii) the Operating Partnership GP is
the sole general partner in the Operating Partnership. As of the
date hereof 534,503 Units were reserved for issuance upon the
exercise of rights ("First Rights") pursuant to the Operating
Partnership's 1987 Employee Ownership Plan (the "Employee Plan")
and 1987 Management Ownership Plan (the "Management Plan" and
together with the Employee Plan, the "Partnership Plans") and
First Rights in respect of 312,500 Units have been granted and
are outstanding. As of the date hereof, no bonds, debentures,
notes or other indebtedness having the right to vote (or
convertible into securities having the right to vote) ("Voting
Debt") of the Partnership or the Operating Partnership are issued
or outstanding. Except as set forth above, there are no existing
options, warrants, calls, subscriptions or other rights or other
agreements or commitments of any character relating to the issued
or unissued Units or other partnership interests or Voting Debt
of the Partnership or the Operating Partnership or obligating the
Partnership or the Operating Partnership to issue, transfer or
sell or cause to be issued, transferred or sold any Units or
other partnership interests or Voting Debt of, or other equity
interests in, the Partnership or the Operating Partnership or
securities convertible into or exchangeable for such Units or
other partnership interests or equity interests or obligating the
Partnership or the Operating Partnership to grant, extend or
enter into any such option, warrant, call, subscription or other
right, agreement or commitment. There are no outstanding
contractual obligations of the Partnership or the Operating
Partnership to repurchase, redeem or otherwise acquire any Units
or other partnership interests of the Partnership or the
Operating Partnership.

Section 9.3 Authority. Each of the Partnership and
the Operating Partnership has the requisite partnership power and
authority to execute and deliver this Agreement and to consummate
the Transactions contemplated hereby (other than, with respect to
the Merger, the approval and adoption of the proposal to effect
the Conversion (the "Conversion Proposal") by the required vote
of the Unitholders). The execution, delivery and performance of
this Agreement by each of the Partnership and the Operating
Partnership and the consummation by the Partnership and the
Operating Partnership of the Transactions contemplated hereby
have been duly authorized by all necessary partnership action on
the part of the Partnership and the Operating Partnership and no
other partnership action on the part of the Partnership or the
Operating Partnership is necessary to authorize this Agreement or
to consummate the Transactions so contemplated (other than, with
respect to the Merger, the approval and adoption of the
Conversion Proposal by the required vote of the Unitholders).
This Agreement has been duly executed and delivered by the
Partnership and the Operating Partnership.

ARTICLE X

SEVERAL REPRESENTATIONS AND
WARRANTIES OF CERTAIN PARTNERSHIP ENTITIES

Section 10.1 Representations and Warranties of the
EIPCC Stockholders. Mr. Atkins represents and warrants to the
Company with respect to clauses (a), (b), (c)(ii), (d) (to the
extent applicable to EIPCC or PICC), (e) and (g) of this Section
10.1 and each of the EIPCC Stockholders severally and not jointly
represents and warrants to the Company with respect to clauses
(c)(i), (d) (to the extent applicable to the EIPCC Stockholders)
and (f) of this Section 10.1, as follows:

(a) Organization. Each of EIPCC and PICC is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has
all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted except where the failure to be so organized, existing
and in good standing or to have such power and authority would
not have a material adverse effect on EIPCC and PICC. The EIPCC
Stockholders will provide the Company with true and correct
copies of the Certificate of Incorporation and By-laws of EIPCC
and PICC, together with all amendments thereto.

(b) Capitalization. As of the date hereof, (i) the
issued and outstanding capital stock of EIPCC consists of 70
shares of EIPCC Common Stock, and (ii) all of the issued and
outstanding capital stock of PICC (the "PICC Common Stock") is
owned beneficially and of record by EIPCC. No Voting Debt of
EIPCC or PICC is issued or outstanding. Except for this
Agreement, there are no options, warrants, calls, subscriptions
or other rights or other agreements or commitments of any
character relating to the issued or unissued capital stock or
Voting Debt of EIPCC or PICC or obligating EIPCC or PICC to
issue, transfer or sell or cause to be issued, transferred or
sold any shares of capital stock or Voting Debt of, or other
equity or partnership interests in, EIPCC or PICC or of any of
their Subsidiaries or securities convertible into or exchangeable
for such shares or equity interests or obligating EIPCC or PICC
to grant, extend or enter into any such option, warrant, call,
subscription or other right, agreement or commitment.

(c) Authority. (i) Such EIPCC Stockholder has the
requisite power and authority and full legal capacity to execute,
deliver and perform this Agreement and to consummate the
Transactions contemplated hereby. This Agreement has been duly
executed and delivered by such EIPCC Stockholder and assuming
this Agreement constitutes a valid and binding obligation of the
Company, constitutes a valid and binding obligation of such EIPCC
Stockholder enforceable against such person in accordance with
its terms.

(ii) Each of EIPCC and PICC has requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.

The execution, delivery and performance of this Agreement by each
of EIPCC and PICC and the consummation by each of EIPCC and PICC
of the Transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of each of EIPCC
and PICC and no other corporate proceedings on the part of EIPCC
or PICC is necessary to authorize this Agreement or to consummate
the transactions so contemplated. This Agreement has been duly
executed and delivered by each of EIPCC and PICC and assuming
this Agreement constitutes a valid and binding obligation of the
Company, constitutes a valid and binding obligation of each of
EIPCC and PICC enforceable against it in accordance with its
terms.

(d) Consents and Approvals; No Violations. Except for
filings, permits, authorizations, consents and approvals as may
be required under, and other applicable requirements of, the
Exchange Act, the Securities Act, state securities or blue sky
laws, the HSR Act, the DGCL, the DRULPA, the laws of other states
in which EIPCC is qualified to do or is doing business, neither
the execution, delivery or performance of this Agreement by such
EIPCC Stockholder nor the consummation by such EIPCC Stockholder
of the transactions contemplated hereby nor compliance by such
EIPCC Stockholder with any of the provisions hereof will (i)
conflict with or result in any breach of any provision of the
certificate of incorporation or by-laws of EIPCC, (ii) require
any filing with, or permit, authorization, consent or approval
of, any Governmental Entity (except where the failure to obtain
such permits, authorizations, consents or approvals or to make
such filings would not have a material adverse effect on such
EIPCC Stockholder, EIPCC or PICC), (iii) result in a violation or
breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, license, lease, contract, agreement or other
instrument or obligation to which such EIPCC Stockholder, EIPCC
or PICC is a party or by which any of them or any of their
properties or assets may be bound or (iv) violate any order,
writ, injunction, decree, statute, rule or regulation applicable
to such EIPCC Stockholder, EIPCC or PICC, except, in the case of
clauses (iii) or (iv), for violations, breaches or defaults which
would not, individually or in the aggregate, have a material
adverse effect on such EIPCC Stockholder, EIPCC or PICC;
provided, however, the representations in this clause (d) shall
apply to the EIPCC Stockholders in their individual capacity only
and shall not be deemed to apply to such EIPCC Stockholders in
any other capacity.

(e) Subsidiaries; Units. (i) Other than PICC, the
Operating Partnership GP, the Operating Partnership and wholly
owned Subsidiaries of the Operating Partnership, EIPCC has no
Subsidiaries. EIPCC owns its direct and indirect interests in
PICC, the Operating Partnership GP and the Operating Partnership
free and clear of any and all Liens. EIPCC does not own, and
prior to the Effective Time will not acquire, any Units.

(ii) Other than the Operating Partnership GP and
the Operating Partnership and wholly owned Subsidiaries of the
Operating Partnership, PICC has no Subsidiaries. PICC owns its
general partnership interest in the Operating Partnership GP free
and clear of any and all Liens. PICC does not own, and prior to
the Effective Time will not acquire, any Units.

(f) Ownership of Shares; Title. Such EIPCC
Stockholder is the owner of record and beneficially of the shares
of EIPCC Common Stock set forth opposite such EIPCC Stockholder's
name on Annex III hereto. Such EIPCC Stockholder has not
received any notice of any adverse claim to the ownership of any
such EIPCC Common Stock and does not have any reason to know of
any such adverse claim that may be justified. On the Closing
Date, such EIPCC Stockholder shall have good and transferable
title to the EIPCC Common Stock set forth opposite such EIPCC
Stockholder's name on Annex III hereto, free and clear of all
Liens. The delivery of certificates for the EIPCC Common Stock
owned by such EIPCC Stockholder to the Company pursuant to this
Agreement will transfer to the Company good and transferable
title to the EIPCC Common Stock set forth opposite such EIPCC
Stockholder's name on Annex III hereto free and clear of all
Liens.

(g) No Liabilities. (i) EIPCC has not engaged in any
business or activity of any kind, or entered into any agreement
or arrangement with any person or entity, except, in each case,
in connection with its ownership of 100% of the capital stock of
PICC and serving as managing general partner of the Partnership
GP. EIPCC has not incurred, directly or indirectly, any
liabilities or obligations, except for liabilities or obligations
incurred by EIPCC acting in its capacity as managing general
partner of the Partnership GP (such liabilities being referred to
as "Partnership GP Liabilities").

(ii) PICC has not engaged in any business or
activity of any kind, or entered into any agreement or
arrangement with any person or entity except, in each case, in
connection with serving as a general partner of the Operating
Partnership GP. PICC has not incurred, directly or indirectly,
any liabilities or obligations, except for liabilities or obli-
gations incurred by PICC acting in its capacity as general
partner of the Operating Partnership GP (such liabilities being
herein referred to as "Operating Partnership GP Liabilities").

Section 10.2 Representations and Warranties of the
Partnership GP Partners. Mr. Atkins represents and warrants to
the Company with respect to clauses (a), (b), (d) (to the extent
applicable to the Partnership GP), (e) and (g) of this Section
10.2 and each of the Partnership GP Partners severally and not
jointly represents and warrants to the Company with respect to
clauses (c), (d) (to the extent applicable to such Partnership GP
Partner) and (f) of this Section 10.2, as follows:

(a) Organization. The Partnership GP is a limited
partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has
all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted
except where the failure to be so organized, existing and in good
standing or to have such power and authority would not have a
material adverse effect on the Partnership GP. The Partnership
GP will provide the Company with true and correct copies of the
partnership agreement and certificate of limited partnership of
the Partnership GP, together with all amendments thereto.

(b) Capitalization. Annex I hereto sets forth all of
the outstanding Partnership GP Interests. No Voting Debt of the
Partnership GP is issued or outstanding. Except for this
Agreement, there are no options, warrants, calls, subscriptions
or other rights or other agreements or commitments of any
character relating to the issued or unissued partnership
interests or Voting Debt of the Partnership GP or obligating the
Partnership GP to issue, transfer or sell or cause to be issued,
transferred or sold any partnership interests or Voting Debt of,
or other equity interests in, the Partnership GP or of any of its
Subsidiaries or securities convertible into or exchangeable for
such partnership interests or equity interests or obligating the
Partnership GP to grant, extend or enter into any such option,
warrant, call, subscription or other right, agreement or
commitment.

(c) Authority. Such Partnership GP Partner has the
requisite power and authority to execute, deliver and perform
this Agreement and to consummate the Transactions contemplated
hereby. The execution, delivery and performance of this
Agreement by such Partnership GP Partner and the consummation of
the Transactions contemplated hereby, have been duly authorized
by all necessary action on the part of such Partnership GP
Partner, as applicable, and no other action on the part of such
Partnership GP Partner is necessary to authorize this Agreement
or to consummate the transactions so contemplated. This
Agreement has been duly executed and delivered by such
Partnership GP Partner and assuming this Agreement constitutes a
valid and binding obligation of the Company, constitutes a valid
and binding obligation of such Partnership GP Partner enforceable
against it in accordance with its terms.

(d) Consents and Approvals; No Violations. Except for
filings, permits, authorizations, consents and approvals as may
be required under, and other applicable requirements of, the
Exchange Act, the Securities Act, state securities or blue sky
laws, the HSR Act, the DGCL, the DRULPA, the laws of other states
in which the Partnership GP is qualified to do or is doing
business, neither the execution, delivery or performance of this
Agreement by such Partnership GP Partner nor the consummation by
such Partnership GP Partner of the transactions contemplated
hereby nor compliance by such Partnership GP Partner with any of
the provisions hereof will (i) conflict with or result in any
breach of any provision of the partnership agreement of the
Partnership GP or such Partnership GP Partner, as applicable, or
the certificate of incorporation or by-laws of such Partnership
GP Partner, as applicable, (ii) require any filing with, or
permit, authorization, consent or approval of, any Governmental
Entity (except where the failure to obtain such permits,
authorizations, consents or approvals or to make such filings
would not have a material adverse effect on such Partnership GP
Partner or the Partnership GP), (iii) result in a violation or
breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, license, lease, contract, agreement or other
instrument or obligation to which such Partnership GP Partner or
the Partnership GP is a party or by which any of them or any of
their properties or assets may be bound or (iv) violate any
order, writ, injunction, decree, statute, rule or regulation
applicable to such Partnership GP Partner or the Partnership GP,
except, in the case of clauses (iii) or (iv), for violations,
breaches or defaults which would not, individually or in the
aggregate, have a material adverse effect on such Partnership GP
Partner or the Partnership GP; provided, however, the
representations in this clause (d) shall apply to the Partnership
GP Partners in their individual capacity only and shall not be
deemed to apply to such Partnership GP Partners in any other
capacity.

(e) Subsidiaries; Units. Other than the Partnership,
the Operating Partnership and wholly owned Subsidiaries of the
Operating Partnership, the Partnership GP has no Subsidiaries.
The Partnership GP owns its partnership interest in the
Partnership free and clear of any and all Liens. The Partnership
GP does not own, and prior to the Effective Time will not
acquire, any Units.

(f) Ownership of Partnership Interests; Title. Such
Partnership GP Partner is the owner of record and beneficially of
the Partnership GP Interests set forth opposite such Partnership
GP Partner's name on Annex I hereto. Such Partnership GP Partner
has not received any notice of any adverse claim to the ownership
of any such Partnership GP Interests and does not have any reason
to know of any such adverse claim that may be justified. On the
Closing Date, such Partnership GP Partner shall have good and
transferable title to the Partnership GP Interests set forth
opposite such Partnership GP Partner's name on Annex I hereto,
free and clear of all Liens. The delivery of assignments for the
Partnership GP Interests owned by such Partnership GP Partners to
the Company pursuant to this Agreement will transfer to the
Company good and transferable title to the Partnership GP
Interests set forth opposite such Partnership GP Partner's name
on Annex I hereto free and clear of all Liens.

(g) No Liabilities. The Partnership GP has not
engaged in any business or activity of any kind, or entered into
any agreement or arrangement with any person or entity, except in
each case in connection with serving as the general partner of
the Partnership. The Partnership GP has not incurred, directly
or indirectly, any liabilities or obligations, except for
liabilities or obligations incurred by the Partnership GP acting
in its capacity as general partner of the Partnership (such
liabilities being herein referred to as "Partnership
Liabilities").

Section 10.3 Representations and Warranties of the
Operating Partnership GP Partners. Mr. Atkins represents and
warrants to the Company with respect to clauses (a), (b), (d) (to
the extent applicable to the Operating Partnership GP), (e) and
(g) of this Section 10.3 and each of the Operating Partnership GP
Partners severally and not jointly represents and warrants to the
Company with respect to clauses (c), (d) (to the extent
applicable to such Operating Partnership GP Partner) and (f) of
this Section 10.3, as follows:

(a) Organization. The Operating Partnership GP is a
limited partnership duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted except where the failure to be so organized, existing
and in good standing or to have such power and authority would
not have a material adverse effect on the Operating Partnership
GP. The Operating Partnership GP will provide the Company with
true and correct copies of the partnership agreement and
certificate of limited partnership of the Operating Partnership
GP, together with all amendments thereto.

(b) Capitalization. Annex II hereto sets forth all of
the outstanding Operating Partnership GP Interests. No Voting
Debt of the Operating Partnership GP is issued or outstanding.
Except for this Agreement, there are no existing options,
warrants, calls, subscriptions or other rights or other
agreements or commitments of any character relating to the issued
or unissued partnership interests or Voting Debt of the Operating
Partnership GP or obligating the Operating Partnership GP to
issue, transfer or sell or cause to be issued, transferred or
sold any partnership interests or Voting Debt of, or other equity
interests in, the Operating Partnership GP or of any of its
Subsidiaries or securities convertible into or exchangeable for
such partnership interests or equity interests or obligating the
Operating Partnership GP to grant, extend or enter into any such
option, warrant, call, subscription or other right, agreement or
commitment.

(c) Authority. Such Operating Partnership GP Partner
has the requisite power and authority to execute, deliver and
perform this Agreement and to consummate the Transactions
contemplated hereby. The execution, delivery and performance of
this Agreement by such Operating Partnership GP Partner and the
consummation of the Transactions contemplated hereby, have been
duly authorized by all necessary action on the part of such
Operating Partnership GP Partner, as applicable, and no other
action on the part of such Operating Partnership GP Partner is
necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly exe-
cuted and delivered by such Operating Partnership GP Partner and
assuming this Agreement constitutes a valid and binding
obligation of the Company, constitutes a valid and binding
obligation of such Operating Partnership GP Partner enforceable
against it in accordance with its terms.

(d) Consents and Approvals; No Violations. Except for
filings, permits, authorizations, consents and approvals as may
be required under, and other applicable requirements of, the
Exchange Act, the Securities Act, state securities or blue sky
laws, the HSR Act, the DGCL, the DRULPA, the laws of other states
in which the Operating Partnership GP is qualified to do or is
doing business, neither the execution, delivery or performance of
this Agreement by such Operating Partnership GP Partner nor the
consummation by such Operating Partnership GP Partner of the
transactions contemplated hereby nor compliance by the Operating
Partnership GP Partner with any of the provisions hereof will (i)
conflict with or result in any breach of any provision of the
partnership agreement of the Operating Partnership GP, or the
certificate of incorporation or by-laws of such Operating
Partnership GP Partner, as applicable, (ii) require any filing
with, or permit, authorization, consent or approval of, any
Governmental Entity (except where the failure to obtain such
permits, authorizations, consents or approvals or to make such
filings would not have a material adverse effect on such
Operating Partnership GP Partner or the Operating Partnership
GP), (iii) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, lease, contract,
agreement or other instrument or obligation to which such
Operating Partnership GP Partner or the Operating Partnership GP
is a party or by which any of them or any of their properties or
assets may be bound or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to such Operating
Partnership GP Partner or the Operating Partnership GP, except,
in the case of clauses (iii) or (iv), for violations, breaches or
defaults which would not, individually or in the aggregate, have
a material adverse effect on such Operating Partnership GP
Partner or the Operating Partnership GP; provided, however, the
representations in this clause (d) shall apply to the Operating
Partnership GP Partners in their individual capacity only and
shall not be deemed to apply to such Operating Partnership GP
Partners in any other capacity.

(e) Subsidiaries; Units. Other than the Operating
Partnership and wholly owned Subsidiaries of the Operating
Partnership, the Operating Partnership GP has no Subsidiaries.
The Operating Partnership GP owns its general partnership
interest in the Operating Partnership free and clear of any and
all Liens. The Operating Partnership GP does not own, and prior
to the Effective Time will not acquire, any Units.

(f) Ownership of Partnership Interests; Title. Such
Operating Partnership GP Partner is the owner of record and
beneficially of the Operating Partnership GP Interests set forth
opposite such Operating Partnership GP Partner's name on Annex II
hereto. Such Operating Partnership GP Partner has not received
any notice of any adverse claim to the ownership of any such
Operating Partnership GP Interests and does not have any reason
to know of any such adverse claim that may be justified. On the
Closing Date, such Operating Partnership GP Partner shall have
good and transferable title to the Operating Partnership GP
Interests set forth opposite such Operating Partnership GP
Partner's name on Annex II hereto, free and clear of all Liens.
The delivery of assignments for the Operating Partnership GP
Interests owned by such Operating Partnership GP Partner to the
Company pursuant to this Agreement will transfer to the Company
good and transferable title to the Operating Partnership GP
Interest set forth opposite such Operating Partnership GP
Partner's name on Annex II hereto, free and clear of all Liens.

(g) No Liabilities. The Operating Partnership GP has
not engaged in any business or activity of any kind, or entered
into any agreement or arrangement with any person or entity,
except, in each case, in connection with serving as the general
partner of the Operating Partnership. The Operating Partnership
GP has not incurred, directly or indirectly, any liabilities or
obligations, except for liabilities or obligations incurred by
the Operating Partnership GP acting in its capacity as general
partner of the Operating Partnership (such liabilities being
herein referred to as "Operating Partnership Liabilities").

ARTICLE XI

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Partnership
Entities as follows:

Section 11.1 Organization. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has
all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted and as contemplated to be conducted following the
Conversion, except where the failure to be so organized, existing
and in good standing or to have such power and authority would
not have a material adverse effect on the Company.

Section 11.2 Capitalization. As of the date hereof,
the authorized capital stock of the Company consists of: (i)
80,000,000 shares of Company Common Stock, of which 3,000 shares
were issued and outstanding and none of which were held in
treasury; and (ii) 20,000,000 shares of preferred stock, par
value $.01 per share, none of which are issued and outstanding.
All the outstanding shares of the Company's capital stock are,
and all shares of Company Common Stock which are to be issued to
Unitholders pursuant to the Merger or issued to the Transferors
pursuant to the Transactions set forth in this Agreement, or
which may be issued pursuant to the Partnership Plans after the
Merger will be, when issued in accordance with the respective
terms thereof, duly authorized, validly issued, fully paid and
non-assessable and free of any preemptive rights in respect
thereto. No Voting Debt of the Company is issued or outstanding.

Except as set forth above and except for shares of Company Common
Stock that may be issued pursuant to the Partnership Plans and
except for this Agreement, there are no existing options,
warrants, calls, subscriptions or other rights or other
agreements or commitments of any character relating to the issued
or unissued capital stock or Voting Debt of the Company or
obligating the Company to issue, transfer or sell or cause to be
issued, transferred or sold any shares of capital stock or Voting
Debt of, or other equity interests in, the Company or securities
convertible into or exchangeable for such shares or equity
interests or obligating the Company to grant, extend or enter
into any such option, warrant, call, subscription or other right,
agreement or commitment.

Section 11.3 Authority. The Company has the requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.

The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the Merger and the
other Transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of the Company and
no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly
executed and delivered by the Company and assuming this Agreement
constitutes a valid and binding obligation of the Partnership
Entities, constitutes a valid and binding obligation of the
Company enforceable against it in accordance with its terms.

Section 11.4 No Activity. The Company has not engaged
in any business or activity of any kind, or entered into any
agreement or arrangement with any person or entity or incurred,
directly or indirectly, any material liabilities or obligations,
except in connection with its incorporation and capitalization,
the Merger and the other Transactions and the negotiation of this
Agreement. The Company owns at least 3,000 Units.

ARTICLE XII

COVENANTS

Section 12.1 Conduct of Business of Certain
Partnership Entities.

(a) Conduct of Business of the Operating Partnership
and the Partnership. Except as contemplated by this Agreement
and the transactions contemplated hereby, or with the prior
written consent of the Company, and subject to the provisions of
Section 16.1 hereof, during the period from the date of this
Agreement to the Effective Time, the Operating Partnership and
the Partnership each will conduct its operations only in the
ordinary and usual course of business consistent with past
practice and not take any action that would or is reasonably
likely to result in any of the conditions to the Transactions set
forth in Article XIII not being satisfied or would materially
impair the ability of such party to consummate any of the
Transactions in accordance with the terms hereof or materially
delay such consummation.

(b) Conduct of Business of PICC and EIPCC. Except as
contemplated by this Agreement and the transactions contemplated
hereby, or with the prior written consent of the Company, during
the period from the date of this Agreement to the Effective Time,
the EIPCC Stockholders will not, directly or indirectly, sell,
transfer, pledge or otherwise convey all or any part of their
interest in EIPCC or PICC, or take any action that would or is
reasonably likely to result in any of the conditions to the
Transactions set forth in Article XIII not being satisfied or
would materially impair the ability of such party to consummate
any of the Transactions in accordance with the terms hereof or
materially delay such consummation. Except as otherwise
expressly provided in this Agreement and the transactions contem-
plated hereby, EIPCC and PICC, prior to the Effective Time, with-
out the prior written consent of the Company, will not:

(i) adopt any amendment to its certificate of
incorporation or by-laws;

(ii) issue, reissue, sell, deliver or pledge or
authorize or propose the issuance, reissuance, sale, delivery or
pledge of additional shares of capital stock of any class or
securities convertible into capital stock of any class, or any
rights, warrants or options to acquire any of the foregoing;

(iii) adjust, split, combine, subdivide,
reclassify or redeem, purchase or otherwise acquire, or propose
to redeem or purchase or otherwise acquire, any shares of its
capital stock or any of its other securities; or

(iv) sell, lease, transfer, pledge or dispose of
EIPCC's interest in PICC or PICC's interest in the Operating
Partnership GP.

(c) Conduct of Business of the Partnership GP. Except
as contemplated by this Agreement and the transactions
contemplated hereby, or with the prior written consent of the
Company, during the period from the date of this Agreement to the
Effective Time, the Partnership GP Partners will not, directly or
indirectly, sell, transfer, pledge or otherwise convey all or any
part of their interest in the Partnership GP, or take any action
that would or is reasonably likely to result in any of the
conditions to the Transactions set forth in Article XIII not
being satisfied or would materially impair the ability of such
party to consummate any of the Transactions in accordance with
the terms hereof or materially delay such consummation. Except
as otherwise expressly provided in this Agreement and the
transactions contemplated hereby, the Partnership GP, prior to
the Effective Time, without the prior written consent of the
Company, will not:

(i) adopt any amendment to its partnership
agreement;

(ii) issue, reissue, sell, deliver or pledge or
authorize or propose the issuance, reissuance, sale, delivery or
pledge of additional Units or other partnership interests, or
securities convertible into Units or other partnership
interests, or any rights, warrants or options to acquire any of
the foregoing;

(iii) adjust, split, combine, subdivide,
reclassify or redeem, purchase or otherwise acquire, or propose
to redeem or purchase or otherwise acquire, any Units or other
partnership interests or any of its other securities; or

(iv) sell, lease, transfer, pledge or dispose of
the Partnership GP's interest in the Partnership.

(d) Conduct of Business of the Operating Partnership
GP. Except as contemplated by this Agreement and the
transactions contemplated hereby, or with the prior written
consent of the Company, during the period from the date of this
Agreement to the Effective Time, the Operating Partnership GP
Partners will not, directly or indirectly, sell, transfer, pledge
or otherwise convey all or any part of their interest in the
Operating Partnership GP, or take any action that would or is
reasonably likely to result in any of the conditions to the
Transactions set forth in Article XIII not being satisfied or
would materially impair the ability of such party to consummate
any of the Transactions in accordance with the terms hereof or
materially delay such consummation. Except as otherwise expressly
provided in this Agreement and the transactions contemplated
hereby, the Operating Partnership GP, prior to the Effective
Time, without the prior written consent of the Company, will not:

(i) adopt any amendment to its partnership
agreement;

(iv) sell, lease, transfer, pledge or dispose of
its interest in the Operating Partnership.

Section 12.2 Conduct of Business of the Company.
Prior to the Effective Time, the Company shall not engage in any
business or activity other than in connection with, or in
furtherance of, its capitalization, the consummation of the
Transactions contemplated hereby and the Conversion generally.

Section 12.3 Reasonable Best Efforts. Subject to the
terms and conditions of this Agreement, each of the parties
hereto agrees to use its reasonable best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done,
all things necessary, proper or advisable under applicable laws
and regulations to consummate and make effective the transactions
contemplated by this Agreement including, without limitation, (i)
the prompt preparation and filing with the SEC of the S-4 and the
Proxy Statement, (ii) such actions as may be required to have the
S-4 declared effective under the Securities Act and to have the
Proxy Statement cleared by the SEC, in each case as promptly as
practicable, including by consulting with each other as to, and
responding promptly to, any SEC comments with respect thereto,
and (iii) such actions as may be required to be taken under
applicable state securities or Blue Sky laws in connection with
the issuance of shares of Company Common Stock contemplated
hereby. Each party shall promptly consult with the other with
respect to, provide any necessary information with respect to and
provide the other (or its counsel) copies of, all filings made by
such party with any Governmental Entity in connection with this
Agreement and the transactions contemplated hereby. In addition,
if at any time prior to the Effective Time any event or
circumstances relating to any of the parties hereto, or any of
their respective officers, directors, or general partners, should
be discovered by the party hereto, and which should be set forth
in an amendment or supplement to the S-4 or the Proxy Statement,
the discovering party shall promptly inform the other parties of
such event or circumstance.

Section 12.4 Letter of the Partnership's Accountants.
The Partnership shall use its reasonable best efforts to cause to
be delivered to the Partnership and the Company a letter of
McGladrey & Pullen, the Partnership's independent auditors, dated
a date within two business days before the date on which the S-4
shall become effective and addressed to the Partnership and the
Company, in form and substance reasonably satisfactory to the
Partnership and the Company and customary in scope and substance
for letters delivered by independent public accountants in
connection with registration statements similar to the S-4, which
letter shall be brought down to the Effective Time.

Section 12.5 Access to Information. Upon reasonable
notice, the Operating Partnership, the Partnership, the
Partnership GP, the Operating Partnership GP, PICC, and EIPCC, on
the one hand, and the Company, on the other hand, shall each
afford to the officers, employees, accountants, counsel and other
representatives of the other, access, during normal business
hours during the period prior to the Effective Time, to all its
properties, books, contracts, commitments and records and, during
such period, each of the Operating Partnership, the Partnership,
the Partnership GP, the Operating Partnership GP, PICC, and EIPCC
and the Company shall furnish promptly to the other (a) a copy of
each report, schedule, registration statement and other document
filed or received by it during such period pursuant to the
requirements of federal securities laws and (b) all other
information concerning its business, properties and personnel as
such other party may reasonably request. Unless otherwise
required by law, the parties will hold any such information which
is nonpublic in confidence until such time as such information
otherwise becomes publicly available through no wrongful act of
either party, and in the event of termination of this Agreement
for any reason each party shall promptly return all nonpublic
documents obtained from any other party, and any copies made of
such documents, to such other party.

Section 12.6 Unitholders Meeting. The Partnership GP
shall call a meeting of Unitholders to be held as promptly as
practicable for the purpose of voting upon the Conversion
Proposal and related matters. Subject to the provisions of
Section 16.1 hereof the Partnership GP will recommend to
Unitholders approval of such matters.

Section 12.7 Legal Conditions to Merger. Each of the
parties hereto will take all reasonable actions necessary to
comply promptly with all legal requirements which may be imposed
on itself with respect to the Merger and the other Transactions
(which actions shall include, without limitation, furnishing all
information required under the HSR Act and in connection with
approvals of or filings with any Governmental Entity and will
promptly cooperate with and furnish information to each other in
connection with any such requirements imposed upon any of them in
connection with the Merger and the other Transactions). Each of
the parties hereto will take all reasonable actions necessary to
obtain (and will cooperate with each other in obtaining) any
consent, authorization, order or approval of, or any exemption
by, any Governmental Entity or other public or private third
party, required to be obtained or made by any party hereto in
connection with the Merger or the other Transactions or the
taking of any action contemplated thereby or by this Agreement.

Section 12.8 Affiliates. Prior to the Closing Date
the Partnership GP shall deliver to the Company a letter
identifying all persons who are, at the time this Agreement is
submitted for approval to the Unitholders of the Partnership,
"affiliates" of the Partnership for purposes of Rule 145 under
the Securities Act. The Partnership GP shall use its reasonable
best efforts to cause each such person to deliver to the Company
on or prior to the Closing Date executed affiliates' letters in
customary form.

Section 12.9 Stock Exchange Listing. The Company
shall use its reasonable best efforts to cause the shares of
Company Common Stock to be issued in the Merger to be approved
for listing on the American Stock Exchange (the "ASE") and the
Pacific Stock Exchange ("PSE") and any other national securities
exchange on which shares of Company Common Stock may at such time
be listed, subject to official notice of issuance, prior to the
Closing Date. The Units will be delisted at or immediately after
the Effective Time.

Section 12.10 Employee Benefit Plans. The benefit
plans of the Operating Partnership in effect at the date of this
Agreement shall, to the extent practicable, remain in effect
until otherwise determined after the Effective Time. The Company
shall take only such action necessary to adapt such plans to the
Company's corporate form. In the case of benefit plans which are
continued and under which the employees' interests are based upon
Units, the Company and the Partnership agree that such interests
shall be based on Company Common Stock in an equitable manner
(and in the case of any such interests outstanding at the
Effective Time, on the basis of the Conversion Number).

Section 12.11 Partnership Plans. (a) At the Effective
Time, each of the outstanding First Rights representing the right
to receive Units under a Partnership Plan, whether vested or
unvested, shall be deemed to constitute the right to receive, on
the same terms and conditions as were applicable under such First
Rights, the same number of shares of Company Common Stock as the
holder of such First Rights would have been entitled to receive
pursuant to the Merger had such holder been distributed Units in
exchange for such First Rights immediately prior to the Effective
Time (not taking into account whether or not such First Rights
were in fact convertible).

(b) As soon as practicable after the Effective Time,
the Company shall deliver to the participants in the Partnership
Plans appropriate notices setting forth such participants' rights
pursuant thereto and the grants or awards pursuant to the
Partnership Plans shall continue in effect following the
Effective Time on the same terms and conditions (subject to the
adjustments required by this Section 12.11 after giving effect to
the Merger).

(c) The Company shall take all corporate action
necessary to reserve for issuance a sufficient number of shares
of Company Common Stock for delivery under the Partnership Plans
assumed in accordance with this Section 12.11.

Section 12.12 Fees and Expenses. Whether or not the
Transactions are consummated, all costs and expenses incurred by
the parties hereto in connection with this Agreement and the
transactions contemplated hereby shall be paid by the
Partnership.

Section 12.13 Brokers or Finders. Each of the
Company, on the one hand, and the Partnership, on the other hand,
represents, as to itself, its subsidiaries, if any, and its
affiliates, that no agent, broker, investment banker, financial
advisor or other firm or person is or will be entitled to any
brokers' or finder's fee or any other commission or similar fee
in connection with any of the transactions contemplated by this
Agreement except Smith Barney Inc. and Dillon, Read & Co., Inc.,
each of whose fees and expenses will be paid by the Partnership
in accordance with the Partnership's agreements with such firms,
and each of the Company, on the one hand, and the Partnership, on
the other hand, agree to indemnify and hold the other harmless
from and against any and all claims, liabilities or obligations
with respect to any other fees, commissions or expenses asserted
by any person on the basis of any act or statement alleged to
have been made by such party or its affiliate.

Section 12.14 Indemnification.

(a) The Partnership shall, and from and after the
Effective Time, the Company shall, indemnify, defend and hold
harmless each person who is now, or has been at any time prior to
the date of this Agreement or who becomes prior to the Effective
Time, an officer, director, employee, shareholder or partner of
EIPCC, PICC, the Partnership, the Operating Partnership, the
Operating Partnership GP, the Partnership GP or the Company or an
employee, agent or affiliate of such person (the "Indemnified
Parties") against all losses, claims, damages, costs, expenses,
liabilities or judgments, or amounts that are paid in settlement
with the approval of the indemnifying party (which approval shall
not be unreasonably withheld) of, or in connection with, any
claim, action, suit, proceeding or investigation based in whole
or in part on or arising in whole or in part out of the fact that
such person is or was an officer, director, employee, shareholder
or partner of EIPCC, PICC, the Partnership, the Operating
Partnership, the Operating Partnership GP, the Partnership GP or
the Company or an employee, agent or affiliate of such person,
whether pertaining to any matter existing or occurring at or
prior to the Effective Time and whether asserted or claimed prior
to, or at or after, the Effective Time ("Indemnified
Liabilities") in each case to the full extent a partnership is
permitted under Delaware law to indemnify such persons or
entities and a corporation is permitted under the Minnesota
Business Corporation Act (the "Minnesota BCA") to indemnify its
own directors, officers, employees, agents, and affiliates, as
the case may be and the Partnership (and after the Effective
Time, the Company) will pay expenses in advance of the final
disposition of any such action or proceeding to each Indemnified
Party to the full extent permitted by law upon receipt of any
undertaking to repay such expenses if and when required to do so
by applicable law. Without limiting the foregoing, in the event
any such claim, action, suit, proceeding or investigation is
brought against any Indemnified Party (whether arising before or
after the Effective Time), (i) the Indemnified Parties may retain
counsel satisfactory to them and the Partnership (and after the
Effective Time, them and the Company), (ii) the Partnership (and
after the Effective Time, the Company) shall pay all reasonable
fees and expenses of such counsel for the Indemnified Parties
promptly as statements therefor are received, and (iii) the
Partnership (and after the Effective Time, the Company) will use
all reasonable efforts to assist in the vigorous defense of any
such matter, provided that neither the Partnership nor the
Company shall be liable for any settlement of any claim effected
without its written consent, which consent, however, shall not be
unreasonably withheld. Any Indemnified Party wishing to claim
indemnification under this Section 12.14, upon learning of any
such claim, action, suit, proceeding or investigation, shall
notify the Partnership (and after the Effective Time, the
Company) (but the failure so to notify the Partnership or the
Company, as the case may be, shall not relieve the Partnership or
the Company, as the case may be, from any liability which it may
have under this Section 12.14 except to the extent such failure
prejudices such party), and shall deliver to the Partnership (and
after the Effective Time, the Company) the undertaking referred
to above. The Indemnified Parties as a group may retain only one
law firm to represent them with respect to each such matter
unless there is, under applicable standards of professional
conduct, a conflict on any significant issue between the
positions of any two or more Indemnified Parties.

(b) The provisions of this Section 12.14 are intended
to be for the benefit of, and shall be enforceable by, each
Indemnified Party and his or her heirs and representatives.

Section 12.15 Indemnification of The Transferors, The
Partnership GP, The Operating Partnership GP, EIPCC, PICC and
Agents.

(a) Definitions. For purposes of this Section 12.15
only, the following terms shall have the following meanings:

(i) "Agent" means any person who is or was a
partner, director, officer, employee, consultant or other agent
of the Partnership, the Operating Partnership, the Partnership
GP, EIPCC, the Operating Partnership GP, PICC or the Company, or
any of their predecessor entities, or is or was serving at the
request of, for the convenience of, or to represent the interests
of, the Partnership GP, EIPCC, the Operating Partnership GP, PICC
or the Company or any of their predecessor entities.

(ii) "Enforcement Proceeding" means any
Proceeding in which the Indemnitee is a party concerning the
interpretation or enforcement of the rights of the Indemnitee
under this Section 12.15.

(iii) "Expenses" includes all direct and indirect
costs of any type or nature whatsoever (including, without
limitation, all attorneys' fees and related disbursements,
claims, damages, judgments, losses, and liabilities of any type
or nature whatsoever or amounts that are paid in settlement, and
other out-of-pocket costs) actually and reasonably incurred by
the Indemnitee either in connection with the investigation,
defense, adjudication, settlement or appeal of a Proceeding or in
connection with establishing or enforcing a right to
indemnification under this Agreement, a partnership agreement,
applicable law or otherwise.

(iv) "Indemnitee" means individually or
collectively, as the case may be, the Transferors and their
affiliates (including their respective officers, directors,
employees and partners), the Partnership GP, EIPCC, PICC, the
Operating Partnership GP, an Agent, or any of them.

(v) "Proceeding" means any threatened, pending or
completed action, suit, investigation or other proceeding whether
civil, criminal, administrative, investigative or any other type
whatsoever.

(b) Indemnification. The Partnership (and from and
after the Effective Time, the Partnership and the Company, as a
separate and independent obligation of each) shall, to the
maximum extent permitted by each under applicable law, indemnify,
defend and hold harmless the Indemnitee against all Expenses if
the Indemnitee was or is a party or is threatened to be made a
party to any Proceeding based (in whole or in part) on, arising
(in whole or in part) out of, or pertaining to this Agreement,
the Merger or any other Transactions.

(c) Advancement of Expenses. Prior to the final
disposition of a Proceeding, the Partnership (and from and after
the Effective Time, the Partnership and the Company, as a
separate and independent obligation of each) shall, not later
than seven (7) calendar days after a written request by the
Indemnitee is sent, advance to the Indemnitee, all Expenses
incurred, accrued, or reasonably expected by the Indemnitee, in
its sole discretion, to be incurred within sixty (60) calendar
days from such request, by the Indemnitee in connection with the
investigation, defense, adjudication, settlement or appeal of any
such Proceeding based (in whole or in part) on, arising (in whole
or in part) out of, or pertaining to this Agreement, the Merger
or any other Transactions; provided, however, that the Indemnitee
gives a written undertaking to repay such Expenses advanced if,
and only to the extent that, a court having jurisdiction pursuant
to Section 12.15(i)(1) hereof shall ultimately determine that the
Indemnitee is not entitled to be indemnified by the Partnership
(and from and after the Effective Time, the Company) for such
Expenses. All funds requested hereunder by the Indemnitee shall
be deemed to be reasonable unless and until the Partnership (and
from and after the Effective Time, the Company) shall prove, by
clear and convincing evidence, in a court having jurisdiction
pursuant to Section 12.15(i)(1), that the funds requested are not
reasonable. Further, if the Partnership (and from and after the
Effective Time, the Company) shall not advance the funds
requested by the Indemnitee within the time period set forth
herein, the Partnership (and from and after the Effective Time,
the Company) shall pay to the Indemnitee, in addition to the
amount requested, interest on the amount requested, from the time
of the request, at the highest rate permitted under the law of
the State of Delaware until said amount is paid in full.

(d) Proceedings Involving This Agreement.
Notwithstanding any other provision in this Agreement to the
contrary, the Partnership (and from and after the Effective Time,
the Partnership and the Company, as a separate and independent
obligation of each) shall, to the maximum extent permitted by
each under applicable law, indemnify, defend and hold harmless
the Indemnitee against all Expenses incurred by the Indemnitee in
connection with any Enforcement Proceeding unless a court having
jurisdiction pursuant to Section 12.15(i)(1) hereof finds that
each of the claims and/or defenses of the Indemnitee in any such
Enforcement Proceeding was frivolous or made in bad faith. Prior
to the final disposition of an Enforcement Proceeding, the
Partnership (and from and after the Effective Time, the Company)
shall, not later than seven (7) calendar days after a written
request by the Indemnitee is sent, advance to the Indemnitee all
Expenses incurred, accrued, or reasonably expected by the
Indemnitee, in its sole discretion, to be incurred within sixty
(60) calendar days from such request, by the Indemnitee in
connection with any such Enforcement Proceeding; provided,
however, that the Indemnitee gives a written undertaking of the
kind referred to in the proviso to Section 12.15(c) hereof. All
funds requested hereunder by the Indemnitee shall be deemed to be
reasonable unless and until the Partnership (and from and after
the Effective Time, the Company) shall prove, by clear and
convincing evidence, in a court having jurisdiction pursuant to
Section 12.15(i)(1), that the funds requested are not reasonable.

Further, if the Partnership (and from and after the Effective
Time, the Company) shall not advance the funds requested by the
Indemnitee within the time period set forth herein, the
Partnership (and from and after the Effective Time, the Company),
shall pay to the Indemnitee, in addition to the amount requested,
interest on the amount requested, from the time of the request,
at the highest rate permitted under the law of the State of
Delaware until said amount is paid in full.

(e) Notice of Proceedings and Defense.

(i) Notice. Promptly after receipt by the
Indemnitee of notice of the commencement or the threat of
commencement of any Proceeding with respect to which the
Indemnitee believes that the Indemnitee may be entitled to
Indemnification or the advancement of Expenses under this
Agreement, the Indemnitee shall notify in writing the Partnership
(and from and after the Effective Time, the Company) of the
commencement or the threat of commencement thereof; provided,
however, that the failure so to notify the Partnership (and from
and after the Effective Time, the Company) shall not relieve the
Partnership (and from and after the Effective Time, the Company)
from any liability which it may have under this Section 12.15
except to the extent such failure prejudices such party.

(ii) Defense. In the event any Proceeding is
brought against the Indemnitee, the Indemnitee may retain counsel
satisfactory to it and the Partnership and the Company will use
all reasonable efforts to assist in the vigorous defense of any
such matter.

(f) Non-Exclusivity. The benefits provided the
Indemnitees under this Agreement shall not be deemed exclusive of
any other rights which the Indemnitee may have under any law,
other agreements or otherwise and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.

(g) Interpretation. The parties hereto intend for
this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of Expenses to the Indemnitee to
the fullest extent now or hereafter permitted by applicable law
and, in the event that the validity, legality or enforceability
of any provision of this Agreement is in question, such provision
shall be interpreted in a manner such that the provision will be
valid, legal and enforceable.

(h) Partial Indemnification. If the Indemnitee is
entitled under this Agreement to indemnification by the
Partnership or the Company for some or a portion of any Expenses
incurred in connection with any Proceeding but is not entitled to
indemnification for the full amount thereof, the Partnership (and
from and after the Effective Time, the Company) shall indemnify
the Indemnitee for such full amount thereof less the portion
thereof to which a court having jurisdiction pursuant to Section
12.15(i)(1) hereof determines the Indemnitee is not entitled.

(i) Consent to Jurisdiction and Enforcement.

(1) The Partnership, the Company and the
Indemnitee each hereby irrevocably consent to the jurisdiction of
the courts of the States of Delaware and Minnesota for all
purposes in connection with any dispute, action or proceeding
which arises out of or relates to this Section 12.15 and agree
that any action instituted under this Section 12.15 shall be
brought only in the state courts of the States of Delaware or
Minnesota.

(2) In the event of any dispute of any type
whatsoever under this Agreement involving the obligations of the
Partnership or the Company to indemnify or advance Expenses to
the Indemnitee, the Partnership or the Company, as the case may
be, shall have the burden of proving by clear and convincing
evidence that the Partnership or the Company, as the case may be,
is not so obligated to indemnify or advance Expenses to the
Indemnitee.

(j) No Obligations to Mitigate. Under no
circumstances shall the Indemnitee be required or obligated to
seek recovery from third parties or otherwise mitigate its losses
in order to maintain a claim against the Partnership or the
Company. The Partnership and the Company agree that the failure
to pursue such recovery or mitigate loss will in no way reduce
the amounts recoverable by Indemnitee from the Partnership or the
Company.

Section 12.16 Preservation of Partnership, Partnership
GP and EIPCC. For a period of two years after the Effective
Time, the Company will not dissolve, liquidate, merge, or
transfer all or substantially all the assets out of, or otherwise
cause the discontinuance of the existence of, EIPCC, the
Partnership or the Partnership GP or cause the Partnership and
the Partnership GP to cease being treated as partnerships for
federal income tax purposes.

Section 12.17 Notification of Certain Matters. The
Company shall give prompt notice to the Partnership GP, and the
Partnership Entities shall give prompt notice to the Company, of
(a) the occurrence, or non-occurrence, of any known event the
occurrence, or non-occurrence, of which would be likely to cause
(i) any representation or warranty contained in this Agreement to
be untrue or inaccurate or (ii) any covenant, condition or
agreement contained in this Agreement not to be complied with or
satisfied and (b) any known failure of the Company or any of the
Partnership Entities, as the case may be, to comply with or
satisfy any covenant, condition or agreement to be complied with
or satisfied by it hereunder; provided, however, that the
delivery of any notice pursuant to this Section 12.17 shall not
limit or otherwise affect the remedies available hereunder to the
party receiving such notice.

Section 12.18 Publicity. Except as otherwise required
by law or the rules of the ASE and PSE, for so long as this
Agreement is in effect, none of the parties hereto shall, or
shall permit any of their subsidiaries or affiliates to, issue or
cause the publication of any press release or other public
announcement with respect to the transactions contemplated by
this Agreement without the written consent of the Company and the
Partnership GP, which consent shall not be unreasonably withheld.

Section 12.19 Certain Tax Matters.

(a) The Company and Victor K. Atkins, Jr. (or his
designee, collectively "Atkins") agree that Atkins will duly and
timely prepare and file all federal, state and local tax returns
and information reports required to be filed by the Partnership,
the Operating Partnership, the Partnership GP and the Operating
Partnership GP, including without limitation the federal Form
1065 and Schedules K-1, required for any taxable year of any of
such entities ending on or before the Closing Date. The parties
hereto acknowledge that a termination for federal income tax
purposes pursuant to Section 708(b)(1)(B) of the Code (a
"Termination") will occur with respect to the Partnership, the
Operating Partnership, the Partnership GP and the Operating
Partnership GP on the Closing Date, and that as a consequence of
such Termination, the taxable year of each of such entities will
end on such date. Atkins agrees to prepare and file the above
mentioned returns consistent with past practice. Atkins will not
make any election related to taxes or change any method of
accounting for taxes with respect to such returns or reports
without the prior written consent of the Company except that
Atkins may make an election to adjust the basis of partnership
assets under section 754 of the Code for any of such partnerships
if such election has not already been made. At least ten (10)
business days prior to their respective due dates, Atkins will
forward a copy to the Company of all proposed income tax returns
required to be filed by the Partnership, the Operating
Partnership, the Partnership GP and the Operating Partnership GP
for the taxable year ending on the Closing Date (each a "Final
Year Income Tax Return"), and, absent prior written notice from
the Company, Atkins agrees not to file any Final Year Income Tax
Return for at least ten (10) business days following the
Company's receipt of such Final Year Income Tax Return; provided,
however, the filing of any such Final Year Income Tax Return
shall be within the sole discretion of Atkins.

(b) In the event any tax return or report of the
Partnership, the Operating Partnership, the Partnership GP and
the Operating Partnership GP, relating to any taxable year of any
of such entities ending on or prior to the Closing Date is
examined by the Internal Revenue Service or any other taxing
authority, the Company, upon receipt of actual notice of such
examination by it or any of its Subsidiaries,, shall give Atkins
prompt written notice thereof and keep Atkins fully informed as
to the conduct of any such tax audits and any subsequent
administrative or judicial proceedings relating thereto. Subject
to applicable Treasury Regulations, Atkins shall be permitted to
act as the "Tax Matters Partner" within the meaning of Section
6231(a)(7) of the Code (and in any similar capacity under
applicable state or local tax law) as to the Partnership, the
Operating Partnership, the Partnership GP and the Operating
Partnership GP with respect to the taxable years of any of such
entities ending on or prior to the Closing Date. In the event
Atkins is not permitted to act as the Tax Matters Partner of the
Partnership, the Operating Partnership, the Partnership GP or the
Operating Partnership GP in accordance with the preceding
sentence for any reason, but the Company (or any of its
affiliates) is permitted to act as the Tax Matters Partner of any
of such entities, the Company (or such affiliate) shall act in
such capacity for such entity at the direction and control of
Atkins to the fullest extent permitted by law. Each of Atkins
and the Company shall keep the other party fully informed,
through written communications or otherwise, of any examination,
audit, or administrative or judicial proceeding referred to
above. Atkins agrees not to settle or otherwise compromise any
issue in any examination, audit, or administrative or judicial
proceeding referred to above without the prior written consent of
the Company, such consent not to be unreasonably withheld, if
Atkins receives a written statement from the Company's auditors
or counsel stating that such settlement or compromise of such
issue will adversely affect the Company to a material extent.

(c) From and after the Closing Date, the Company shall
afford to Atkins and his attorneys, accountants, and other
authorized representatives, free and full access to the books and
records of the Partnership, the Operating Partnership, the
Partnership GP and the Operating Partnership GP in connection
with (i) any examination or audit by the Internal Revenue Service
or any other taxing authority of any tax return or report of any
of such entities relating to any taxable year of any of such
entities ending on or prior to the Closing Date or (ii) the
preparation by Atkins of any federal, state and local tax returns
and information reports required to be filed by the Partnership,
the Operating Partnership, the Partnership GP and the Operating
Partnership GP for any taxable year of any of such entities
ending on or prior to the Closing Date, provided that the access
of Atkins to the books and records of the Partnership, the
Operating Partnership, the Partnership GP and the Operating
Partnership GP shall not unreasonably interfere with the
operations of any of such entities. The Company shall cause the
Partnership, the Operating Partnership, the Partnership GP and
the Operating Partnership GP to make available, as reasonably
requested, their personnel (including technical), agents and
other representatives who are responsible for preparing or
maintaining information, records or other documents, or who may
have particular knowledge with respect to any such matter. The
books and records of the Partnership, the Operating Partnership,
the Partnership GP and the Operating Partnership GP shall be
preserved by the Company for a period of five years after the
Closing Date or such longer period as shall reasonably be
requested, in writing, by Atkins to permit the completion of any
audit of taxes or subsequent administrative or judicial
proceedings relating thereto for any period ending on or prior to
the Closing Date, and Atkins shall have the right to make copies
thereof.

(d) The Company will indemnify and reimburse Atkins
for all reasonable expenses, including, without limitation, legal
and accounting fees, travel and telephone expenses, claims,
liabilities, losses and damages incurred in connection with
performing the duties described above including his duties in
connection with any audit or administrative or judicial pro-
ceeding with respect to the tax liability of the Partnership or
the Operating Partnership, provided, however, that the Company
shall not indemnify or otherwise reimburse Atkins for any such
expenses, claims, liabilities, losses or damages to the extent
they were incurred as a result of the gross negligence or willful
misconduct of Atkins. The Company will pay any such expenses to
Atkins not later than seven days after written request by him,
and in advance of the final disposition of any such action, audit
or proceeding.

(e) The Company and each of the EIPCC Stockholders
agree that the EIPCC Stockholders (or their designee) shall duly
and timely prepare and file any federal, state and local tax
returns and information reports required to be filed by EIPCC and
PICC for any taxable year of any of such entities ending on or
before or including the Closing Date. The EIPCC Stockholders
shall provide the Company with a copy of all such tax returns and
reports promptly after their filing.

(f) In the event any tax return or report of EIPCC or
PICC relating to any taxable year of any of such entities ending
on or before or including the Closing Date is examined by the
Internal Revenue Service or any other taxing authority, the
Company, upon receipt of actual notice of such examination by it
or any of its Subsidiaries, shall give the EIPCC Stockholders
prompt written notice thereof and keep the EIPCC Stockholders
fully informed as to the conduct of any such tax audits and any
subsequent administrative or judicial proceedings relating
thereto. The EIPCC Stockholders (or their designee) shall have
the sole right to control any such audit or proceeding, refund
claims and litigation, and to contest, resolve and defend any
assessment, notice of deficiency or other adjustment or proposed
adjustment relating to any and all taxes for any such taxable
years. In the event the EIPCC Stockholders are not permitted to
act in the capacity described above for any reason but the
Company (or any of its affiliates) is permitted to act in such
capacity, the Company (or such affiliate) shall act in such
capacity at the direction and control of the EIPCC Stockholders
(or their designee) to the fullest extent possible. The EIPCC
Stockholders agree to keep the Company fully informed as to the
conduct and status of any such audit, proceeding, refund claim or
litigation.

(g) From and after the Closing Date, the Company shall
afford to the EIPCC Stockholders and their attorneys,
accountants, and other authorized representatives, free and full
access to the books and records of EIPCC and PICC in connection
with (i) any examination or audit by the Internal Revenue Service
or any other taxing authority of any tax return or report of any
of such entities relating to any taxable year of any of such
entities ending on or before or including the Closing Date or
(ii) the preparation by the EIPCC Stockholders (or their
designee) of any federal, state and local tax returns and
information reports required to be filed by EIPCC or PICC for any
taxable year of any of such entities ending on or before or
including the Closing Date, provided that the access of the EIPCC
Stockholders (or their designee) to the books and records of
EIPCC or PICC shall not unreasonably interfere with the
operations of any of such entities. The Company shall cause
EIPCC or PICC to make available, as reasonably requested, their
personnel (including technical), agents and other representatives
who are responsible for preparing or maintaining information,
records or other documents, or who may have particular knowledge
with respect to any such matter. The books and records of EIPCC
and PICC shall be preserved by the Company for a period of five
years after the Closing Date or such longer period as shall
reasonably be requested, in writing, by the EIPCC Stockholders to
permit the completion of any audit of taxes or subsequent
administrative or judicial proceedings relating thereto for any
period ending on or prior to or including the Closing Date, and
the EIPCC Stockholders shall have the right to make copies
thereof.

Section 12.20 Registration Rights. At or prior to the
Closing Date, the Company and the Transferors shall enter into a
registration rights agreement substantially in the form attached
hereto as Exhibit A.

Section 12.21 Delivery of Documents. At the request
of the Company following the Closing, and at the Company's
expense, the Partnership GP shall deliver or cause to be
delivered (if not previously delivered) to the Company at its
business address all documents, files and records of EIPCC, PICC,
the Partnership GP and the Operating Partnership GP.

Section 12.22 Partnership Distributions.

(a) For each full calendar quarter prior to the
Effective Time, the Partnership shall continue to pay regular
quarterly distributions to Unitholders, on the one hand, and the
Partnership GP and Operating Partnership GP, on the other hand,
in the same amounts as the quarterly distributions heretofore
paid to such persons in 1994 and otherwise consistent with past
practice ("Regular Distributions").

(b) If the Effective Time occurs prior to the end of a
calendar quarter, the Partnership shall make a final regular
quarterly distribution (as described in (a) above) to Unitholders
of record immediately prior to the Effective Time, on the one
hand, and the Partnership GP and the Operating Partnership GP, on
the other hand; provided, however, that such regular quarterly
distribution shall be pro rated for the period from the beginning
of the calendar quarter during which the Effective Time occurs to
the Effective Time (the "Final Distribution," and together with
Regular Distributions, the "Distributions"). The Final
Distribution shall be paid no later than 30 days after the
Effective Time.

(c) Notwithstanding the foregoing, the Transferors
will receive their pro rata share of all distributions otherwise
payable to the Partnership GP and the Operating Partnership GP
which are not paid until after the Closing.

ARTICLE XIII

CONDITIONS

Section 13.1 Conditions to Each Party's Obligation To
Effect the Transactions Contemplated Hereby. The respective
obligations of the parties to effect the Transactions
contemplated hereby shall be subject to the satisfaction, on or
prior to the Closing Date, of the following conditions:

(a) Unitholder Approval. This Agreement shall have
been approved and adopted by the affirmative vote of (x) the
holders of more than 50% of Units (excluding Units held by the
Partnership GP, affiliates of the Partnership GP and senior
operating management of the Operating Partnership) and (y) the
holders of Units entitled to cast more than 50% of the total
number of votes entitled to be cast.

(b) Stock Exchange Listing. The shares of Company
Common Stock issuable to the Unitholders pursuant to this
Agreement shall have been authorized for listing on the ASE and
the PSE, subject to official notice of issuance.

(c) Other Approvals. All authorizations, consents,
orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by, any Governmental
Entity the failure to obtain which would have a material adverse
effect on the Company or the Partnership and the Operating
Partnership, taken as a whole, shall have been filed, occurred or
been obtained. The Company shall have received all state
securities or "Blue Sky" permits and other authorizations
necessary to issue the Company Common Stock pursuant to this
Agreement.

(d) Registration Statement. The S-4 shall have become
effective under the Securities Act and shall not be the subject
of any stop order or proceeding seeking a stop order.

(e) No Injunctions or Restraints. No temporary
restraining order, preliminary or permanent injunction or other
order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the
Merger shall be in effect (each party agreeing to use all
reasonable efforts to have any such order reversed or injunction
lifted).

(f) HSR Approval. Any applicable waiting period under
the HSR Act shall have expired or been terminated.

(g) Fairness Opinions. Neither of the fairness
opinions delivered to the Partnership by Smith Barney Inc. and
Dillon, Read & Co. Inc. shall have been rescinded prior to the
Effective Time.

Section 13.2 Conditions to Obligations of The Company.

The obligations of the Company to effect the Merger and the other
transactions contemplated hereby are subject to the satisfaction,
on or prior to the Closing Date, of the following conditions
unless waived by Company:

(a) Representations and Warranties. (i) The aggregate
effect of all inaccuracies in the representations and warranties
of the Partnership Entities set forth in this Agreement does not
and will not have a material adverse effect on the Partnership
and the Operating Partnership taken as a whole and (ii) the
representations and warranties of the Partnership Entities
contained in this Agreement shall be true and correct in all
material respects as of the date hereof, and, as of the Closing
Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, and the Company shall
have received a certificate of each of the Partnership Entities
signed by the general partner or the chief executive officer, or
individually, as appropriate, to such effect with respect to the
representations and warranties made by such Partnership Entity.

(b) Performance of Obligations of the Partnership
Entities. The Partnership Entities shall have performed in all
material respects all obligations required to be performed by
them under this Agreement at or prior to the Closing Date, and
the Company shall have received certificates of each of the
Partnership Entities signed by the general partner or chief
executive officer, or individually, as appropriate, to such
effect.

(c) Tax Opinion. The Company shall have received an
opinion of Skadden, Arps, Slate, Meagher & Flom, special tax
counsel to the Company, in form and substance reasonably
acceptable to the Company substantially to the effect that on the
basis of facts, representations and assumptions set forth in such
opinion, and in accompanying certificates signed by appropriate
officers of the Company and the Partnership or Operating
Partnership, which are consistent with the state of facts then
existing, for federal income tax purposes (i) the formation and
existence of PTP and its subsequent merger with and into the
Partnership will be disregarded; (ii) the transfers of Units by
Unitholders and other property described herein by the
Transferors to the Company in exchange for Company Common Stock
pursuant to the Transactions shall, in the aggregate, constitute
a transaction described in Section 351(a) of the Code; and (iii)
Unitholders should not recognize gain or loss as a result of the
exchange of their Units for Company Common Stock pursuant to the
Transactions. Insofar as relevant, such opinion will not address
the tax results to certain types of taxpayers, including
taxpayers who are not United States persons (as defined in
Section 7701(a)(30) of the Code), insurance companies, financial
institutions and taxpayers holding their Units in the capacity as
dealers in securities.

(d) Material Consents. All third party consents
necessary to effect the Transactions shall have been obtained, to
the extent the failure to obtain such consents would (i)
materially adversely affect the Company's or the Partnership
Entities' ability to consummate the Transactions, (ii) impose
material liability on the Company or the Partnership or the
Operating Partnership, or have a material adverse effect on the
Company's or the Partnership's or the Operating Partnership's
assets and properties, or (iii) materially detract from the
Company's or the Partnership's or the Operating Partnership's
assets and Properties.

(e) Dissenting Unitholders. No more than 5% of the
outstanding Units shall be held by Dissenting Unitholders.

Section 13.3 Conditions to Obligations of the
Partnership Entities. The obligation of the Partnership Entities
to effect the Transactions contemplated hereby is subject to the
satisfaction of the following conditions, on or prior to the
Closing Date, unless waived by the Partnership GP:

(a) Representations and Warranties. (i) The aggregate
effect of all inaccuracies in the representations and warranties
of the Company set forth in this Agreement does not and will not
have a material adverse effect on the Company and (ii) the
representations and warranties of the Company contained in
Sections 11.1, 11.2 and 11.3 shall be true and correct in all
material respects as of the date hereof, and, as of the Closing
Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, and the Partnership
shall have received a certificate signed on behalf of the Company
by its chief executive officer to such effect.

(b) Performance of Obligations of The Company.
Company shall have performed in all material respects all
obligations required to be performed by them under this Agreement
at or prior to the Closing Date, and the Partnership shall have
received a certificate signed on behalf of the Company by its
chief executive officer of the Company to such effect.

(c) Tax Opinion. The Partnership shall have received
an opinion of Stroock & Stroock & Lavan, special counsel to the
Partnership, in form and substance reasonably acceptable to the
Partnership, substantially to the effect that on the basis of
facts, representations and assumptions set forth in such opinion,
and in accompanying certificates signed by appropriate officers
of the Company and the Partnership or Operating Partnership,
which are consistent with the state of facts then existing, for
federal income tax purposes (i) the formation and existence of
PTP and its subsequent merger with and into the Partnership will
be disregarded; (ii) the transfers of Units by Unitholders and
other property described herein by the Transferors to the Company
in exchange for Company Common Stock pursuant to the Transactions
shall, in the aggregate, constitute a transaction described in
Section 351(a) of the Code; (iii) Unitholders should not
recognize gain or loss as a result of the exchange of their Units
for Company Common Stock pursuant to the Transactions; and (iv)
the Transferors should not recognize gain or loss as a result of
exchanging their partnership interests in the Partnership GP or
the Operating Partnership GP, or shares of common stock of EIPCC,
as the case may be, for shares of Company Common Stock pursuant
to the Transactions except to the extent any Transferor
recognizes gain pursuant to Section 357(c) of the Code. Insofar
as relevant, such opinion will not address the tax results to
certain types of taxpayers, including taxpayers who are not
United States persons (as defined in Section 7701(a)(30) of the
Code), insurance companies, financial institutions and taxpayers
holding their Units in the capacity as dealers in securities.

ARTICLE XIV

INDEMNITIES

Section 14.1 EIPCC Stockholders Indemnity.

(a) Mr. Atkins agrees to indemnify the Partnership and
the Company and their respective successors and assigns from and
against (i) all debts, claims, liabilities and obligations of
EIPCC that are not Partnership GP Liabilities, (ii) all debts,
claims, liabilities and obligations of PICC that are not
Operating Partnership GP Liabilities, and (iii) any breach of the
representations and warranties set forth in Sections 10.1(a),
10.1(b), 10.1(c)(ii), 10.1(d) (to the extent applicable to EIPCC
or PICC), 10.1(e) and 10.1(g), and to pay all costs and expenses
(including fees and disbursements of counsel) incurred by the
Partnership and the Company and their respective successors and
assigns in connection therewith.

(b) Each EIPCC Stockholder severally and not jointly
agrees to indemnify the Partnership and the Company and their
respective successors and assigns from and against any breach of
any of such EIPCC Stockholder's representations and warranties
set forth in Sections 10.1(c)(i), 10.1(d) (to the extent
applicable to such EIPCC Stockholder) and 10.1(f), and to pay all
costs and expenses (including fees and disbursements of counsel)
incurred by the Partnership and the Company and their respective
successors and assigns in connection therewith.

Section 14.2 Partnership GP Partners Indemnity.

(a) Mr. Atkins agrees to indemnify the Partnership and
the Company and their respective successors and assigns from and
against (i) all debts,claims, liabilities and obligations of the
Partnership GP that are not Partnership Liabilities and (ii) any
breach of any of the representations and warranties set forth in
Sections 10.2(a), 10.2(b), 10.2(d) (to the extent applicable to
the Partnership GP), 10.2(e) and 10.2(g), and to pay all costs
and expenses (including fees and disbursements of counsel)
incurred by the Partnership and the Company and their respective
successors and assigns in connection therewith.

(b) Each Partnership GP Partner severally and not
jointly agrees to indemnify the Partnership and the Company and
their respective successors and assigns from and against any
breach of such Partnership GP Partner's representations and
warranties set forth in Sections 10.2(c), 10.2(d) (to the extent
applicable to such Partnership GP Partner) and 10.2(f) and to pay
all costs and expenses (including fees and disbursements of coun-
sel) incurred by the Partnership and the Company and their
respective successors and assigns in connection therewith.

Section 14.3 Operating Partnership GP Partners
Indemnity.

(a) Mr. Atkins agrees to indemnify the Partnership and
the Company and their respective successors and assigns against
(i) all debts, claims, liabilities and obligations of the
Operating Partnership GP that are not Operating Partnership
Liabilities and (ii) any breach of any of the representations and
warranties set forth in Sections 10.3(a), 10.3(b), 10.3(d) (to
the extent applicable to the Operating Partnership GP), 10.3(e)
and 10.3(g), and to pay all costs and expenses (including fees
and disbursements of counsel) incurred by the Partnership and the
Company in connection therewith.

(b) Each Operating Partnership GP Partner severally
and not jointly agrees to indemnify the Partnership and the
Company against any breach of any of such Operating Partnership
GP Partner's representations and warranties set forth in Sections
10.3(c), 10.3(d) (to the extent applicable to such Operating
Partnership GP Partner) and 10.3(f), and to pay all costs and
expenses (including fees and disbursements of counsel) incurred
by the Partnership and the Company and their respective succes-
sors and assigns in connection therewith.

Section 14.4 General Tax Indemnity.

(a) Mr. Atkins shall indemnify and hold the
Partnership and the Company and their respective successors and
assigns harmless from and against all liabilities for all taxes
actually imposed on and paid by each of the Partnership GP, the
Operating Partnership GP, PICC and EIPCC (the "Indemnity
Entities") for all tax periods or portions thereof of the
Indemnity Entities ending on or before the Closing Date,
excluding all tax liabilities incurred by any of the Indemnity
Entities resulting from any of the Transactions; provided,
however, that Mr. Atkins' obligation to indemnify and hold
harmless the above parties shall be reduced to the extent EIP I
L.P. and LB I Group Inc. are obligated to indemnify the above
parties pursuant to paragraph (b) below.

(b) EIP I L.P. and LB I Group Inc. jointly and
severally shall indemnify and hold harmless the Partnership and
the Company and their respective successors and assigns from and
against 50% of all liabilities (Mr. Atkins being responsible for
the remaining 50% pursuant to paragraph (a) above) for all taxes
actually imposed on and paid by each of the Partnership GP and
the Operating Partnership GP (the "Partnership Indemnity
Entities") for all tax periods or portions thereof of the
Partnership Indemnity Entities ending on or before the Closing
Date excluding all tax liabilities incurred by any of the
Partnership Indemnity Entities resulting from any of the
Transactions; provided, however, that EIP I L.P. and LB I Group
Inc. shall not bear any portion of such liabilities of the
Partnership Indemnity Entities that resulted from Mr. Atkins' own
actual fraud, gross negligence, willful or wanton misconduct or,
if applicable, breach of fiduciary duty to the Partnership
Indemnity Entities (any act or omission done in reliance upon the
opinion of independent legal counsel or public accountants or
other consultants selected with reasonable care will be
conclusively presumed to have been done or omitted in good faith
and not to constitute gross negligence or willful or wanton
misconduct), and provided, further, however, that the maximum
liability of EIP I L.P. and LB I Group Inc. under this paragraph
shall not exceed the liability of Mr. Atkins pursuant to
paragraph (a) above and, in any event, shall not exceed
$1,000,000.

Section 14.5 Exception to Certain Indemnities.
Notwithstanding the provisions of Sections 14.1, 14.2 and 14.3
above requiring certain persons to indemnify the Partnership and
Corporation, and their respective successors and assigns for
certain liabilities, to the extent such persons are otherwise
entitled to be indemnified by the Partnership or the Company for
such liabilities pursuant to Sections 12.14 and 12.15 hereof or
otherwise, then such persons shall not be required to make the
indemnifications to the Partnership or the Company pursuant to
Sections 14.1, 14.2 and 14.3 hereof for such liabilities.
Notwithstanding anything in this Agreement to the contrary, no
Transferor shall have any liability in respect of a Partnership
Liability or an Operating Partnership Liability.

Section 14.6 Indemnification of W. Hall Wendel, Jr.
and the Company. If, after the Company has been incorporated,
the Transactions contemplated by this Agreement are not
consummated for any reason and the Company subsequently
liquidates and distributes any Units to its shareholders, the
Partnership shall indemnify and hold harmless, on an after-tax
basis without reduction for any tax benefit that may be realized
due to a step-up in basis or otherwise, each of the Company and
W. Hall Wendel Jr. ("Wendel") for all taxes payable by the
Company and Wendel as a result of the distribution of any Units
by the Company to Wendel.

Section 14.7 Procedures for Indemnification.

(a) In order for the party from whom indemnity may be
sought pursuant to this Article XIV (the "Indemnitor") to be
fully informed at all times concerning its possible obligations
to give indemnity to the claimant thereof under the provisions
thereof (the "Indemnitee") and to permit the amounts thereof to
be minimized, if the Indemnitee suffers or is threatened with or
incurs any loss, damage or expense for which it would be entitled
to be indemnified, the Indemnitee shall promptly give written
notice to Indemnitor after obtaining knowledge of any claim and,
if such indemnity shall arise from the claim of a third party,
shall permit Indemnitor to assume the defense of any such claim
or any Proceeding (as defined in Section 12.15) resulting from
such claim. Notwithstanding the foregoing notice requirement,
the right to indemnification shall not be affected by any failure
of Indemnitee to give such notice or any delay by Indemnitee in
giving such notice unless, and then only to the extent that, the
rights and remedies of indemnitor shall have been prejudiced as a
result of the failure to give, or delay in giving, such notice.
Failure by Indemnitor to notify the Indemnitee of its election to
defend any such claim or Proceeding by a third party, within
fourteen days after written notice thereof shall have been given
to Indemnitor, shall be deemed a waiver by Indemnitor of its
right to defend such claim or action.

(b) If Indemnitor assumes the defense of such claim or
Proceeding by a third party, the obligations of Indemnitor
hereunder as to such claim or Proceeding shall include taking all
steps necessary in the defense or settlement of such claim or
proceeding, including the retention of counsel reasonably
satisfactory to the Indemnitee, and holding the Indemnitee
harmless from and against any and all claims caused by or arising
out of any settlement approved by Indemnitor or any judgment in
connection with such claim or Proceeding. Without the prior
written consent of Indemnitee, Indemnitor shall not, in the
defense of such claim or Proceeding, consent to the entry of any
judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or the
plaintiff to the Indemnitee of a release, in form reasonably
satisfactory to the Indemnitee, from all liability in respect of
such claim or Proceeding. Notwithstanding the foregoing, the
Indemnitee will be entitled to participate at its expense in the
defense of such claim or Proceeding. If the defendants in any
such Proceeding include both the Indemnitee and Indemnitor and
the Indemnitee shall have reasonably concluded that there may be
legal defenses available to it which are different from or
additional to those available to the Indemnitor, the Indemnitee
shall have the right to select separate counsel to assume such
legal defenses and to otherwise participate in the defense of
such Proceeding on behalf of such Indemnitee and at the expense
of the Indemnitor.

(c) If Indemnitor does not assume the defense of any
such claim or Proceeding by a third party, the Indemnitee may
defend against such claim or Proceeding in such manner as it
deems appropriate and, unless Indemnitor shall deposit with
Indemnitee a sum equivalent to the total amount demanded in such
claim or Proceeding plus the Indemnitee's estimate of the cost of
defending the same, the Indemnitee may settle such claim or
Proceeding on such terms as it deems appropriate and Indemnitor
shall, in accordance with the provisions hereof promptly reim-
burse the Indemnitee for the amount of such settlement and for
all losses and expenses incurred by Indemnitee in connection with
the defense against or settlement of such claim or Proceeding.
Indemnitor agrees to cooperate fully with the Indemnitee in the
conduct of any defense against any claim or Proceeding.

(d) Each of Indemnitor and Indemnitee will cooperate
with the other in resolving or attempting to resolve any claim
and will permit the other party access to all books and records
which might be useful for such purpose, during normal business
hours and at the place where the same are normally kept, with
full right to make copies thereof or extracts therefrom at the
cost of the copying party.

(e) The provisions of this Section 14.7 are subject to
the provisions of Section 12.19.

ARTICLE XV

TERMINATION AND AMENDMENT

Section 15.1 Termination. This Agreement may be
terminated at any time prior to the Effective Time, whether
before or after approval of the Conversion Proposal by the
Unitholders of the Partnership or the Company:

(a) by mutual consent of the Company and the
Partnership GP;

(b) by either the Company or the Partnership GP if the
Transactions shall not have been consummated before April 15,
1995 (unless the failure to so consummate the Transactions before
such date shall be due to the wilful action or failure to act of
the party seeking to terminate this Agreement which action or
failure to act constitutes a breach of this Agreement); and

Section 15.2 Effect of Termination. In the event of
a termination of this Agreement by either the Partnership GP or
the Company as provided in Section 15.1, this Agreement shall
forthwith become void and there shall be no liability or
obligation on the part of the Company or the Partnership Entities
or their respective officers or directors, other than the
provisions of Sections 12.12, 12.13, 12.14, 12.15, and 12.18;
provided, however that any such termination shall not relieve any
party from liability for willful breach of any of its covenants
or agreements set forth in this Agreement.

Section 15.3 Amendment. This Agreement may be amended
by the parties hereto, by action taken or authorized by their
respective Boards of Directors or general partners, at any time
before or after approval of the matters presented in connection
with the Merger by the Unitholders of the Partnership or of the
Company, but, after any such approval, no amendment shall be made
which by law requires further approval by such Unitholders
without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of
the parties hereto.

ARTICLE XVI

MISCELLANEOUS

Section 16.1 Fiduciary Duties. Nothing contained in
this Agreement shall be deemed to alter the Partnership GP's
fiduciary duties to Unitholders under the Partnership's
partnership agreement or the DRULPA, including, but not limited
to, the right to terminate this Agreement if the Partnership GP,
as advised by counsel, determines that as a result of any
developments occurring after the date of this Agreement, such
termination is necessary to discharge its fiduciary duties.

Section 16.2 Nonsurvival of Representations and
Warranties. The representations and warranties set forth in
Articles X and XI shall survive the Effective Time in perpetuity.

All other representations and warranties in this Agreement shall
not survive the Effective Time.

Section 16.3 Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or
mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

(a) if to the Company, to
Polaris Industries Inc.
1225 North Highway 169
Minneapolis, Minnesota 55441
Attention: John H. Grunewald,
Executive Vice President,
Finance and Administration

with a copy to

Kaplan, Strangis and Kaplan, P.A.
90 South 7th Street
Minneapolis, Minnesota 55402
Attention: Andris A. Baltins, Esq.

and

(b) if to any of the Partnership
Entities (other than the Transferors), to

EIP Capital Corporation
33 Flying Point Road
Southampton, New York 11963
Attention: Victor K. Atkins, Jr.

with a copy to

Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
Attention: Hillel M. Bennett, Esq.

and

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: George R. Krouse, Jr., Esq.

and

Section 16.4 Interpretation. When a reference is made
in this Agreement to Sections, such reference shall be to a
Section of this Agreement unless otherwise indicated. The table
of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement
they shall be deemed to be followed by the words "without
limitation". The phrase "made available" in this Agreement shall
mean that the information referred to has been made available if
requested by the party to whom such information is to be made
available. The phrases "the date of this Agreement", "the date
hereof" and terms of similar import, unless the context otherwise
requires, shall be deemed to refer to September 29, 1994.

Section 16.5 Counterparts. This Agreement may be
executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart.

Section 16.6 Entire Agreement; No Third Party Bene-
ficiaries. This Agreement (including the documents and the
instruments referred to herein), (a) constitutes the entire
agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the
subject matter hereof, and (b) except as provided in Section
12.14, 12.15 or 14.6 is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.

Section 16.7 Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the State
of Delaware without regard to any applicable conflicts of law.

Section 16.8 Specific Performance. The parties
hereto agree that if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were
otherwise breached, irreparable damage would occur, no adequate
remedy at law would exist and damages would be difficult to
determine, and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy
at law or equity.

Section 16.9 Assignment; Successors. Neither this
Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of and
be enforceable by and against the parties and their respective
heirs, executors, administrators, successors and permitted as-
signs.

<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.

POLARIS INDUSTRIES INC.

By: /s/ W. Hall Wendel, Jr.
-------------------------
Name: W. Hall Wendel, Jr.
Title: Chairman and Chief Executive
Officer

POLARIS INDUSTRIES PARTNERS L.P.

By: EIP Associates L.P.
Its General Partner

By: EIP Capital Corporation
Its General Partner

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: President

POLARIS INDUSTRIES L.P.

By: Polaris Industries Associates L.P.
Its General Partner

By: Polaris Industries Capital Corporation
Its General Partner

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: Chairman

EIP ASSOCIATES L.P.

By: EIP Capital Corporation
Its General Partner

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: President

POLARIS INDUSTRIES ASSOCIATES L.P.

By: POLARIS INDUSTRIES CAPITAL CORPORATION
Its General Partner

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: Chairman

POLARIS INDUSTRIES CAPITAL CORPORATION

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: Chairman

EIP CAPITAL CORPORATION

By: /s/ Victor K. Atkins, Jr.
-------------------------
Name: Victor K. Atkins, Jr.
Title: President

THE PARTNERSHIP GP PARTNERS
(as set forth on Annex I hereto)

/s/ Victor K. Atkins, Jr.
-------------------------
Victor K. Atkins, Jr., the general
partner

EIP I, L.P., a limited partner

By: EIP I, Inc.
Its General Partner

By: /s/ Ron Hiram
-------------------------
Name: Ron Hiram
Title: President

LB I GROUP INC., a limited partner

By: /s/ Ron Hiram
-------------------------
Name: Ron Hiram
Title: Vice President

THE OPERATING PARTNERSHIP GP PARTNERS
(as set forth on Annex II hereto)

LB I GROUP INC., a limited partner

By: /s/ Ron Hiram
-------------------------
Name: Ron Hiram
Title: Vice President

/s/ Victor K. Atkins, Jr.
-------------------------
Victor K. Atkins, Jr., a general partner

/s/ G.A. Myles
-------------------------
G.A. Myles, a limited partner

THE EIPCC STOCKHOLDERS
(as set forth on Annex III hereto)

/s/ Victor K. Atkins, Jr.
-------------------------
Victor K. Atkins, Jr.

/s/ Nancy Flaherty
-------------------------
Nancy Flaherty

/s/ Walter D. O'Hearn
-------------------------
Walter D. O'Hearn

/s/ Ann Rogers Egan
-------------------------
Ann Rogers Egan

ANNEX I
<CAPTION>
PARTNERSHIP GP PARTNERS

Partnership GP Percentage of
Partnership GP Partner Interests Transferors' Number

<S> <C> <C>
EIP I L.P. 45% ltd. partner 41.0526%
c/o Lehman Brothers
Holdings, Inc.
3 World Financial Ctr.
New York, NY 10285
Attention: Ron Hiram
29th floor

Victor K. Atkins, Jr. 40% gen'l partner 36.4912%
(less priority distribution to LB I Group, Inc., pursuant to the Partnership GP Partnership Agreement)
33 Flying Point Road
Southampton, NY 11968

LB I Group Inc. 5% ltd. partner 4.5614%
(plus priority distribution from Victor K. Atkins, Jr., pursuant to the Partnership GP Partnership Agreement)
c/o Lehman Brothers
Holdings Inc.
3 World Financial Ctr.
New York, NY 10285
Attention: Ron Hiram
29th floor

_______________ ________

TOTAL 90% 82.1052%
</TABLE>
<PAGE>

ANNEX II
<TABLE>
<CAPTION>

OPERATING PARTNERSHIP GP PARTNERS

Operating Partnership Operating Partner- Percentage of
GP Partner ship GP Interests Transferors' Number

<S> <C> <C>
LB I Group Inc. 50% ltd. partner 4.3860%
c/o Lehman Brothers
Holdings, Inc.
3 World Financial Ctr.
New York, NY 10285
Attention: Ron Hiram
29th floor

Victor K. Atkins, Jr. 40% gen'l partner 3.5087%
33 Flying Point Road
Southampton, NY 11968

G.A. Myles 5% ltd. partner .4386%
139 Cooper's Farm Road
Southampton, NY 11968
_______________ ________

TOTAL 95% 8.3333%
</TABLE>
<PAGE>
ANNEX III

<TABLE>

EIPCC STOCKHOLDERS

Percentage of
EIPCC Stockholder Number of Shares Transferors' Number

<S> <C> <C>
Victor K. Atkins, Jr. 50 6.8296%
33 Flying Point Road
Southampton, NY 11968

Walter D. O'Hearn, Jr. 10 1.3659%
c/o Keane Securities
Co., Inc.
50 Broadway, 13th Floor
New York, NY 10004

Ann Rogers Egan 5 .6830%
2247 Seaman's Neck Road
Seaford, NY 11783

Nancy A. Flaherty 5 .6830%
167 Nancy Lane
Wyckoff, NJ 07481
_______________ ________

TOTAL 70 9.5615%
</TABLE>

<PAGE>

Exhibit 99.4

FOR IMMEDIATE RELEASE

Contact: W. Hall Wendel, Jr. Victor K. Atkins, Jr.
Dave Mona, John Shaughnessy
Polaris Industries Inc. EIP Capital Corp.
Mona Meyer McGrath & Gavin
612-542-0500 516-283-1915
612-832-5000

POLARIS FILES PROPOSED CONVERSION TO A CORPORATION
Plan includes dividends to compensate for reduction in
cash distribution

MINNEAPOLIS (Sept. 30, 1994) - Polaris Industries Partners
L.P. (AMEX: SNO) today announced that it has filed a preliminary
Proxy Statement/Prospectus with the SEC relating to its
previously announced conversion to corporate form. The
conversion calls for each BAC unit to be exchanged tax-free for
one share of common stock of Polaris Industries Inc. The Proxy
Statement/Prospectus details Polaris Industries Inc.'s intention,
upon conversion, to recommend that its board of directors pay a
combination of regular and special dividends to shareholders.

Polaris Industries Inc. Chief Executive Officer W. Hall Wendel,
Jr. said if the conversion to corporate form is approved by
Polaris unitholders the successor company intends to pay
shareholders, subject to legal and contractual requirements and
the financial requirements of the business, cash dividends
totalling $7.56 per share from Jan. 1, 1995 through Dec. 31,
1997.

These anticipated cash dividends would equal the same amount
unitholders would have received had the partnership not converted
and continued to pay its regular cash distributions over this
period ($2.52 per year). If the conversion does not occur, the
Partnership will be taxed as a corporation if its units continue
to trade after Dec. 31, 1997.

The $7.56 would be distributed through a combination of regular
dividends of $0.60 per share per year, plus three special
distributions of $1.92 per share over the last three quarters of
1995 (to the extent not previously distributed by the Partnership
prior to the conversion). "We've decided to accelerate the
dividend payout, and believe this is in the best interests of the
BAC holders," Wendel said.

The Polaris management team, business plan and growth strategies
will remain the same following the conversion. Wendel also said
the conversion to corporate form will be a key to continued
growth at Polaris. "As a corporation, we can diversify into new
business, and raise additional cash for expansion through equity
or debt," he said.

Polaris' proposed conversion to corporate form is subject to
receipt of appropriate tax opinions, receipt of regulatory
approvals and the approval of BAC holders.

Polaris Industries Partners L.P. is a master limited partnership
which owns and operates Polaris Industries L.P. Polaris designs,
engineers, manufactures and markets snowmobiles, all-terrain and
personal watercraft for recreational and utility use. Polaris is
the world's largest snowmobile manufacturer, and one of the
largest U.S. manufacturers of ATVs and personal watercraft.
Polaris Industries Partners L.P. trades on the American Stock
Exchange and Pacific Stock Exchange under the symbol "SNO".