Vinings Investment Properties, L.P. Ninth Amendment to the Amended and Restated Agreement of Limited Partnership ----------------------------------------------------- This Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings Investment Properties, L.P. is made as of April 1, 2000 by Vinings Investment Properties Trust, a Massachusetts business trust, as general partner (the "General Partner") of Vinings Investment Properties, L.P., a Delaware limited partnership (the "Partnership") for the purpose of amending the Amended and Restated Agreement of Limited Partnership of the Partnership dated June 30, 1997, as amended (the "Partnership Agreement"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Partnership Agreement. WHEREAS, Pursuant to Section 4.2A of the Partnership Agreement, a series of Units of Partnership Interests in the Partnership designated as the "Series A Convertible Preferred Units" (the "Series A Preferred Units") was previously established and a total of 1,988,235 Series A Preferred Units were issued to various investors on April 29, 1999; WHEREAS, the General Partner has received shareholder approval for the creation of a second class of beneficial interests in the General Partner and the Board of Trustees of the General Partner has designated a series of preferred beneficial interests that has the same powers, special rights, preferences, privileges and voting power as the Series A Preferred Units (the "Series A Preferred Shares"); WHEREAS, Pursuant to Section 7(a) of the Sixth Amendment to the Partnership Agreement, the General Partner has exchanged all 1,988,235 of the Series A Preferred Units for Series A Preferred Shares; and WHEREAS, as a result of the exchange the General Partner has become the record holder of the 1,988,235 Series A Preferred Units; NOW THEREFORE, the General Partner desires to amend Exhibit A to the Partnership Agreement to reflect its current ownership interest in the Partnership. Section 1. Amendment to Partnership Agreement. --------------------------------------------- Pursuant to Sections 11.4 C and 14.1 B of the Partnership Agreement, the General Partner, as general partner of the Partnership and as attorney-in-fact for all its Limited Partners, hereby executes this instrument on their behalves and amends the Partnership Agreement by deleting Exhibit A thereto in its entirety and replacing it with the Exhibit A attached hereto. IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above. VININGS INVESTMENT PROPERTIES TRUST As General Partner By: /s/ Stephanie A. Reed -------------------------- Name: Stephanie A. Reed Title: Vice President Vinings Investment Properties, L.P. Ninth Amendment to the Amended and Restated Partnership Agreement Exhibit A ----------- PERCENTAGE NUMBER OF NAME OF CONTRIBUTOR INTEREST UNITS ISSUED - - -------------------- ----------- ------------- COMMON UNITS GENERAL PARTNER: Vinings Investment Properties Trust 1.00% 13,431 LIMITED PARTNERS: Vinings Investment Properties Trust 80.94% 1,087,062 The Vinings Group, Inc. 0.80% 10,758 Peter D. Anzo 0.80% 10,757 Irving Abrams 0.49% 6,598 Tim R. Altman 0.25% 3,299 William G. Beshears, Jr. 0.49% 6,598 William E. & Mary E. Butler 0.25% 3,299 Donald E. Chace 0.49% 6,598 Terry D. Douglass 0.49% 6,598 Hazel E. Earsley 0.25% 3,299 Stanley D. Eason 0.49% 6,598 C.W. Gustav & Janice S. Eifrig 0.25% 3,299 Jane L. Finchum 0.12% 1,649 Esty Foster 0.49% 6,598 Robert Hesseltine 0.49% 6,598 Betty T. Hinds 0.49% 6,598 Albert H. Hooper, Jr. 0.49% 6,598 Trustmark National Bank, Agent for Kathryn D. Little, Investment 0.49% 6,598 Patrick Paul McCarthy 0.25% 3,299 James A. Melvin, Jr. 0.49% 6,598 John R. Mileski 0.49% 6,598 J. Cary Monroe 0.25% 3,299 E. Ray Morris 0.49% 6,598 Thomas W. Orcutt, M.D. 0.49% 6,598 Thomas D. Price 0.25% 3,299 Frederick R. Radcliffe 0.25% 3,299 Robert G. Randall 0.49% 6,598 Evelyn Riddle 0.08% 1,134 Joseph D. Shields, III, M.D. 0.33% 4,432 Mary Louise Shields 0.23% 3,197 Sarah Shields Residuary Trust 0.08% 1,134 M.F. Soukkar 0.49% 6,598 Virginia G. Sturwold, Trustee of the Virginia G. Sturwold Revocable Trust 0.25% 3,299 Oliver H. Tallman, II 0.25% 3,299 Lewis F. Wood, Jr. 0.49% 6,598 Homer R. Yook 0.25% 3,299 Alice C. Young 0.25% 3,299 ASSIGNEES: Robert L. Bell, M.D. 0.49% 6,598 Joseph Bonsall, Jr. 0.49% 6,598 Harold J. DeBlanc, Jr., M.D. 0.49% 6,598 William A. Hall 1.96% 26,391 Thomas L. Williams 0.25% 3,299 Don M. Updegraff, Jr. 0.12% 1,649 Majed S. Zakaria 0.49% 6,598 ----------- ------------ Total Common Units 100.00% 1,343,039 ----------- ------------ SERIES A PREFERRED UNITS Vinings Investment Properties Trust 100.00% 1,988,235 ----------- ------------ Total Units 3,331,274 ============