VININGS INVESTMENT PROPERTIES TRUST
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
DECLARATION OF TRUST
AMENDMENT NO. 2 (the "Amendment") to the Second Amended and Restated
Declaration of Trust of VININGS INVESTMENT PROPERTIES TRUST (the "Trust") dated
February 6, 1985, as amended (the "Declaration of Trust"), made at Atlanta,
Georgia this 25th day of June, 1996 by the Board of Trustees hereunder.
WHEREAS, Section 9.3 of the Declaration of Trust provides that the
Declaration of Trust may be amended by the vote or written consent of a majority
of the Trustees and of the holders of a majority of the outstanding shares of
beneficial interest of the Trust entitled to vote thereon;
WHEREAS, the Board of Trustees desires to amend the Declaration of Trust to
(i) authorize the Board of Trustees to combine outstanding shares of beneficial
interest of the Trust by way of reverse share split, (ii) provide that to
achieve the general policy objective of the Trust, the Trustees intend to invest
the assets of the Trust in multifamily apartment properties and other real
estate properties which offer the potential to achieve such objective, and (iii)
eliminate certain restrictions on the Trust's investment practices and
activities (collectively, the "Amendments");
WHEREAS, in accordance with Section 9.3 of the Declaration of Trust, the
Trustees have approved the Amendments pursuant to a unanimous written consent
dated May 23, 1996; and
WHEREAS, in accordance with Section 9.3 of the Declaration of Trust, the
Amendments have been approved at a meeting of shareholders held on June 25,
1996, by the holders of a majority of the outstanding shares of beneficial
interest of the Trust entitled to vote thereon;
NOW, THEREFORE, the undersigned, being all the Trustees of the Trust, do
hereby state:
1. Section 2.1 of the Declaration of Trust is hereby amended in its
entirety to read as follows (new language appearing in italics):
"2.1 General Statement of Policy. It is the general policy of the
Trust that the Trustees invest the Trust Estate principally in
investments which will conserve and protect the Trust's invested
capital, produce cash distributions, and offer the potential for
capital appreciation to be realized upon the sale, refinancing or
other disposition of such investments. To achieve this objective, the
Trustees intend to invest the assets of the Trust in Mortgage Loans
and Land Purchase-Leasebacks, including those with equity
enhancements, multifamily apartment properties and other real estate
properties and investments which offer the potential to achieve such
objective. The consideration paid for Real Property acquired by the
Trust shall ordinarily be based on the fair market value of the
property as determined by a majority of the Trustees. In cases where a
majority of the Unaffiliated Trustees so determine, such fair market
value shall be as determined by a qualified independent real estate
appraiser selected by the Trustees, including a majority of the
Unaffiliated Trustees. The Trustees, including a majority of the
Unaffiliated Trustees, shall at least annually review the investment
policies of the Trust to determine that the policies being followed by
the Trust are in the best interests of the Shareholders, and each such
determination and the basis therefor shall be set forth in the minutes
of meetings of the Trustees."
2. Article VI of the Declaration of Trust is hereby deleted in its
entirety.
3. Section 7.1 of the Declaration of Trust is hereby amended in its
entirety to read as follows (new language appearing in italics):
"7.1 Shares. The beneficial interest in the Trust shall be
divided into transferable units of a single class, all of which are
designated as Shares, each without par value, and each Share shall
(except as provided in Section 7.12) be identical in all respects with
every other Share. The total number of Shares the Trust shall have
authority to issue shall be unlimited. The Shares may be issued for
such consideration as the Trustees shall determine, including upon the
conversion of convertible debt, or by way of share dividend or share
split in the discretion of the Trustees. In addition to the issuance
of Shares by way of share dividend or share split, the Trustees may
combine outstanding Shares by way of reverse share split and provide
for the payment of cash in lieu of any fractional interest in a
combined Share; and the mechanics authorized by the Trustees to
implement any such combination shall be binding upon all Shareholders,
holders of convertible debt, optionees and others with any interest in
Shares. Outstanding Shares shall be transferable and assignable in
like manner as are shares of stock of a Massachusetts business
corporation. Shares reacquired by the Trust shall no longer be deemed
outstanding and shall have no voting or other rights unless and until
reissued. Shares reacquired by the Trust may be cancelled by action of
the Trustees. All Shares shall be fully paid and nonassessable by or
on behalf of the Trust upon receipt of full consideration for which
they have been issued or without additional consideration if issued by
way of share dividend, share split or combination or upon the
conversion of convertible debt. The Shares shall not entitle the
holder to preference, preemptive, conversion, or exchange rights of
any kind, except as the Trustees may specifically determine with
respect to any Shares at the time of issuance of such Shares and
except as specifically provided by law."
4. This Amendment may executed in separate counterparts, each of which so
executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument.
5. Pursuant to Section 10.2 of the Declaration of Trust, a copy of this
Amendment shall be filed with the Secretary of The Commonwealth of Massachusetts
and with the Boston City Clerk.
EXECUTED as of the 25th day of June, 1996.
TRUSTEES
/s/ Peter D. Anzo
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Peter D. Anzo
/s/ Martin H. Petersen
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Martin H. Petersen
/s/ Stephanie A. Reed
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Stephanie A. Reed
/s/ Gilbert H. Watts, Jr.
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Gilbert H. Watts, Jr.
/s/ Phill D. Greenblatt
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Phill D. Greenblatt
/s/ Henry Hirsch
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Henry Hirsch