Vinings Investment Properties, L.P.
Tenth Amendment to the
Amended and Restated Agreement of Limited Partnership
This Tenth Amendment to the Amended and Restated Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of January 1, 2001
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"), by Vinings Investment
Properties Trust as a limited partner (the "Trust"), by The Vinings Group, Inc.
(the "Withdrawing Limited Partner") and Peter D. Anzo and Stephanie A. Reed (the
"Substituted Limited Partners") 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 Withdrawing Limited Partner has made a capital contribution
and has been admitted as a Limited Partner of the Partnership; and
WHEREAS, the Withdrawing Limited Partner desires to withdraw as a Limited
Partner from the Partnership and transfer its entire Limited Partner interest in
the Partnership totaling 10,758 Partnership Units to the Substituted Limited
Partners as follows and the General Partner has consented to such transfer;
Peter D. Anzo 9,682
Stephanie A. Reed 1,076
WHEREAS, Section 8.6 A of the Partnership Agreement provides for the
redemption of Partnership Units held by Limited Partners; and
WHEREAS, the Partnership has received a Notice of Redemption for a total of
3,299 Partnership Units and has redeemed those units pursuant to Section 8.6 A
of the Partnership Agreement; and
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 a total of 137 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;
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:
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.
Section 1. Transfer of Limited Partner's Interest.
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(a) 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, including, but not limited to, all rights to
distributions and returns of capital (the "Interest").
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
Partner, its successors and assigns, forever.
(b) The Withdrawing Limited Partner hereby represents and warrants that it
is the sole owner of legal and beneficial title to all of the Interest, that it
has made no previous assignment of the Interest and that it owns the Interest
free and clear of all liens, claims and encumbrances and has full authority to
transfer and convey the Interest.
(c) 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.
(d) The change in limited partnership interests in the Partnership shall
become effective as of the date of this Agreement.
Section 2. Redemption of Partnership Units.
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(a) Pursuant to Section 8.6 A of the Partnership Agreement, the General
Partner has caused the Partnership to redeem a total of 3,299 Partnership Units
in the Partnership.
(b) The change in limited partnership interests in the Partnership shall
become effective as of the date of this Agreement.
Section 3. Change in Percentage Interest.
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(a) Pursuant to Section 4.2 of the Partnership Agreement, the Trust's
interest in the Partnership shall be adjusted by the number of Units associated
with the redemption of a total of 137 Shares and shall be reflected on Exhibit
A;
(b) The change in limited partnership interests in the Partnership shall
become effective as of the date of this Agreement.
Section 4. Amendment to Partnership Agreement.
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To reflect the changes in limited partnership interests effected pursuant
to Sections 1, 2 and 3 hereof, pursuant to Sections 4.2, 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: /w/ Peter D. Anzo
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Name: Peter D. Anzo
Title: President
VININGS INVESTMENT PROPERTIES TRUST
as Limited Partner
By: /s/ Peter D. Anzo
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Name: Peter D. Anzo
Title: President
The Vinings Group, Inc.
as Withdrawing Limited Partner
By: /s/ Peter D. Anzo
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Name: Peter D. Anzo
Title: President
PETER D. ANZO
as Substituted Limited Partner
By: /s/ Peter D. Anzo
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Name: Peter D. Anzo
Stephanie A. Reed
as Substituted Limited Partner
By: /s/Stephanie A. Reed
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Name: Stephanie A. Reed