SECOND AMENDMENT TO AGREEMENT TO CONTRIBUTE
THIS SECOND AMENDMENT, entered into as of the 30 day of October, 1997, by
and between VININGS INVESTMENT PROPERTIES, L.P., a Delaware limited partnership
(hereinafter referred to as the "Partnership"), and WINDRUSH PARTNERS, LTD., a
Georgia limited partnership (hereinafter referred to as "Contributor");
W I T N E S S E T H:
WHEREAS, the Partnership and the Contributor have entered into that certain
Agreement to Contribute, dated April 1, 1997, as amended by that certain
Amendment to Agreement to Contribute, dated August 11, 1997 (hereinafter
referred to as the "Agreement"); and
WHEREAS, the Partnership and the Contributor desire to amend the Agreement
as hereinbelow set forth;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100ths
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partnership and the
Contributor agree as follows:
1. Section 4 (e) of the Agreement is hereby deleted in its entirety and the
following is hereby inserted in lieu thereof:
(e) Notwithstanding anything to the contrary set forth in this
Agreement, in the event this Agreement has not been terminated in
accordance with the terms of Section 4 (a) above and provided that, as of
the expiration of the Inspection Period, all issues relating in any way to
Partnership's assumption of the Lender Loan have not been resolved and/or
satisfied, as determined by Partnership in its sole and absolute
discretion, then the Inspection Period shall be automatically extended
until thirty (30) days from and after all issues related to Partnership's
assumption of the Lender Loan have been so satisfied; provided, always,
however, that the Inspection Period shall not extend beyond December 15,
1997, unless the parties hereto expressly agree in writing to the contrary.
2. The Partnership and the Contributor hereby acknowledge and agree that
all issues related to the Partnership's assumption of the Lender Loan were
satisfied on November 13, 1997, and the Inspection Period expires on December
15, 1997.
3. Section 4(d) of the Agreement is hereby amended to delete the term
"Effective Date" in the fourth line thereof, and insert the word "Closing" in
lieu thereof.
4. Section 9(a)(xli) is hereby deleted in its entirety and the following is
hereby inserted in lieu thereof: "(xli) Contributor is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act because it has
more than $5,000,000.00 in total assets."
5. Section 22(a) is hereby amended by deleting the name and address for
"Darla Jaben Mesnick" and inserting the following in lieu thereof:
Scott C. Withrow, Esq.
Withrow, McQuade & Olsen
3379 Peachtree Road, N.E.
Suite 970
Atlanta, Georgia 30326
Telecopy: (404) 814-0009
6. Section 22(b) is hereby amended by inserting the following after the
address for Goodwin, Procter & Hoar LLP:
and to: Darla Jaben Mesnick, Esq.
445 Spalding Drive
Atlanta, Georgia 30328
Telecopy: (770) 668-1653
7. All capitalized terms used herein, not otherwise defined, shall have the
meanings ascribed thereto in the Agreement.
8. All other terms and provisions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Partnership and the Contributor have duly signed
and sealed this Second Amendment, effective as of the day and year first above
written.
CONTRIBUTOR:
WINDRUSH PARTNERS, LTD.,
a Georgia limited partnership
By:Hallmark Group Real Estate Services Corp.
a Georgia corporation, as general partner
By:/s/ Peter D. Anzo
--------------------
Peter D. Anzo
Title: CEO
[CORPORATE SEAL]
PARTNERSHIP:
Vinings Investment Properties, L.P.,
a Delaware limited partnership
By: Vinings Investment Properties Trust,
a Massachusetts business trust, as general
partner
By:/s/ Stephanie A. Reed
------------------------
Stephanie A. Reed
Title: Vice President