VININGS INVESTMENT PROPERTIES, L.P. Seventh Amendment to the Amended and Restated Agreement of Limited Partnership ---------------------------------------------------- This Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of Vinings Investment Properties, L.P. is made as of January 1, 2000 by Vinings Investment Properties Trust, a Massachusetts business trust (the "Trust"), as general partner (the "General Partner") of Vinings Investment Properties, L.P., a Delaware limited partnership (the "Partnership"), and the Trust, as limited partner of the Partnership and Mary Susan Leahy, Executor of the Estate of Joseph Dunbar Shields, Jr.(the "Withdrawing Limited Partner"), as limited partner of 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, the Trust has made a capital contribution and has been admitted as a Limited Partner of the Partnership; WHEREAS, the Trust has purchased and retired an additional 15 of its shares of beneficial interest ("Shares") and the General Partner wishes to adjust the interests in the Partnership pursuant to Section 4.1 of the Partnership Agreement to accurately reflect such redemption; WHEREAS, the Withdrawing Limited Partner has made a capital contribution to the Partnership and owns a total of 6,958 Partnership units (the "Interest") and wishes to transfer the Interest in the Partnership to the following (the "Substituted Limited Partners"): Number Substituted Limited Partner of Units --------------------------- -------- A. Mary Louise Shields 3,197 B. Joseph Dunbar Shields, III 1,134 C. Evelyn Riddle 1,134 D. Sarah Shields Residuary Trust 1,133 WHEREAS, the General Partner has consented to the above transfers; WHEREAS, each Substituted Limited Partner has made certain representations and warranties to the Partnership concerning it's investment status; NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Change in Percentage Interest. ---------------------------------------- (a) Pursuant to Section 4.2 of the Partnership Agreement, the Trust's interest in the Partnership shall decrease by the number of Units associated with the redemption of Shares as reflected on Exhibit A; THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND EXEMPTIONS FROM THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACTS. (b) The Withdrawing Limited Partner does hereby sell, grant, convey, transfer, assign, set over and deliver unto the Substituted Limited Partners all of its Interest in the Partnership. To have and to hold the Interest, together with all and singular rights, privileges and appurtenances thereto, and anywise belonging or in any way appertaining to the Withdrawing Limited Partner unto the Substituted Limited Partners, their successors and assigns, forever. (c) The Withdrawing Limited Partner hereby represents and warrants that it is the sole owner of legal and beneficial title to all of the Interest and that it has made no previous assignment of the Interest. (d) Pursuant to Section 11.4 of the Partnership Agreement, the General Partner hereby consents to the transfer of the Interest from the Withdrawing Limited Partner to the Substituted Limited Partners pursuant to Section 11.3 A of the Partnership Agreement. (e) The change in limited partnership interests in the Partnership shall become effective as of the date of this Agreement. Section 2. Representations of Each Substituted Limited Partner. --------------------------------------------------------------- Each Substituted Limited Partner hereby represents, warrants and acknowledges as follows: (a) It (i) is an "accredited investor" as that term is defined in Rule 501(a) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), (ii) is an investor experienced in the evaluation of businesses similar to the Partnership, (iii) has such knowledge and experience in financial, business and investment matters as to be capable of evaluating the merits and risks of this investment, (iv) has the ability to bear the economic risks of the investment in the Units, and (vi) was not organized or reorganized for the specific purpose of acquiring the Units. (b) It understands that: (i) The Units are unregistered and may be required to be held indefinitely unless they are subsequently registered under the Securities Act, or an exemption from such registration is available. (ii) Rule 144 promulgated under the Securities Act ("Rule 144"), which provides for certain limited sales of unregistered securities, is not presently available with respect to the Units, and the Partnership is under no obligation to make Rule 144 available. (c) (i) It will not offer, sell, pledge, hypothecate, or otherwise dispose of the Units unless such offer, sale, pledge, hypothecation or other disposition is (A) registered under the Securities Act, or (B) in compliance with an opinion of counsel to such Substituted Limited Partner, delivered to the Partnership and reasonably acceptable to the Partnership, to the effect that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the Securities Act, and (ii) the Units, if issued in certificated form, shall bear a legend stating in substance: "THESE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THESE UNITS MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, TOGETHER WITH QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE PARTNERSHIP AND ITS COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." (d) It agrees that the Partnership may provide for appropriate stop transfer instructions to its corporate counsel and/or transfer agent to implement the provisions of Section 2 of this Agreement. (e) It understands that it must bear the economic risk of the investment represented by the purchase of the Units for an indefinite period. (f) The Units are being acquired solely for the account of the undersigned for purposes of investment only, and are not being purchased with a view to or in connection with, any resale or distribution thereof in violation of applicable federal or state securities laws. Section 3. Amendment to Partnership Agreement. ---------------------------------------------- Pursuant to Sections 4.1 and 11.4 C. of the Partnership Agreement, the General Partner, as general partner of the Partnership, hereby 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 parties hereto have executed this Amendment as of the date first written above. VININGS INVESTMENT PROPERTIES TRUST As General Partner /s/ Peter D. Anzo By: _____________________________________ Peter D. Anzo President VININGS INVESTMENT PROPERTIES TRUST As Limited Partner /s/ Peter D. Anzo By: _____________________________________ Peter D. Anzo President MARY SUSAN LEAHY EXECUTOR OF THE JOSHEPH DUNBAR SHIELDS, JR. ESTATE Withdrawing Limited Partner /s/ Mary Susan Leahy By: _____________________________________ Mary Susan Leahy Executor MARY LOUISE SHIELDS Substituted Limited Partner /s/ Mary Louise Shields _____________________________________ JOSEPH DUNBAR SHIELDS III Substituted Limited Partner /s/ Joseph Dunbar Shields III _____________________________________ EVELYN RIDDLE Substituted Limited Partner /s/ Evelyn Riddle _____________________________________ SARAH SHIELDS RESIDUARY TRUST Substituted Limited Partner /s/ Mary Susan Leahy By: _____________________________________ Mary Susan Leahy Co-Trustee /s/ Sarah Shields By: _____________________________________ Sarah Shields Co-Trustee VININGS INVESTMENT PROPERTIES, L.P. Seventh Amendment to the Amended and Restated Partnership Agreement Exhibit A Percentage Number of Name and Address of Contributor Interest Units Issued - ------------------------------- ---------- ------------- 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 ----------- ------------