VININGS INVESTMENT PROPERTIES, L.P.
SECOND AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
This Second Amendment to the Amended and Restated Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of December 19,
1997 by Vinings Investment Properties Trust, a Massachusetts trust, as general
partner (the "General Partner") of Vinings Investment Properties, L.P., a
Delaware limited partnership (the "Partnership") and the persons whose names are
set forth on Schedule A attached hereto 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 Persons listed on Schedule A attached hereto (each, a
"Contributor," and, collectively, the "Contributors") have made the Capital
Contributions to the Partnership enumerated on such Schedule A in connection
with that Contribution Agreement by and among Vinings Investment Properties,
L.P., the Contributors and certain other Persons listed on the signature pages
thereto, dated as of April 1, 1997, as amended; and
WHEREAS, the General Partner desires to admit each Contributor to the
Partnership as an Additional Limited Partner.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and in the Contribution Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Admission of Limited Partners.
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(a) Each of the Contributors has made the Capital Contribution set
forth next to such Contributor's name on Schedule A. In consideration of these
Capital Contributions and pursuant to Section 12.2.A of the Partnership
Agreement, each Contributor is hereby admitted as an Additional Limited Partner
of the Partnership.
(b) Pursuant to Section 12.2.B of the Partnership Agreement, the
General Partner hereby consents to the admission of each Contributor as an
Additional Limited Partner of the Partnership. Pursuant to Section 4.2.A of the
Partnership Agreement, the General Partner hereby issues to each Contributor the
number of Units set forth next to such Contributor's name on Schedule A.
(c) The admission of each Contributor as an Additional Limited Partner
of the Partnership shall become effective as of the date of this Agreement,
which shall also be the date upon which the name of each Contributor is recorded
on the books and records of the Partnership.
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 2. Amendment to Partnership Agreement.
Pursuant to Section 14.1.B of the Partnership Agreement, the General
Partner, as general partner of the Partnership and as attorney-in-fact for its
Limited Partners, hereby amends the Partnership Agreement by adding the
Contributors on the attached Exhibit A as Additional Limited Partners to the
existing Exhibit A attached thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
GENERAL PARTNER:
VININGS INVESTMENT PROPERTIES TRUST
By: /s/ Stephanie A. Reed
----------------------------
Name: Stephanie A. Reed
Title: Vice President
LIMITED PARTNERS:
VININGS INVESTMENT PROPERTIES TRUST
By: /s/ Stephanie A. Reed
----------------------------
Name: Stephanie A. Reed
Title: Vice President
VININGS HOLDINGS, INC.
By: Stephanie A. Reed
------------------------
Name: Stephanie A. Reed
Title: Vice President
HALLMARK GROUP REAL ESTATE SERVICES CORP.,
a Georgia corporation
By: Peter D. Anzo
-------------------
Peter D. Anzo
President
THE VININGS GROUP, INC.,
A Georgia corporation
By: /s/ Stephanie A. Reed
--------------------------
Stephanie A. Reed
Vice President
CONTRIBUTORS:
WINDRUSH PARTNERS, LTD.
By: Hallmark Group Real Estate Services
Corp., its General Partner
By: /s/ Peter D. Anzo
--------------------------
Peter D. Anzo
President
SECOND AMENDMENT TO THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT
SCHEDULE A
Name and Address Value of Number of Units
of Contributor Capital Contribution Issued to Contributor
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WINDRUSH PARTNERS, LTD. $1,121,650 224,330
C/O HALLMARK GROUP REAL
ESTATE SERVICES CORP.
3111 Paces Mill Road
Suite A-200
Atlanta, GA 30339