VININGS INVESTMENT PROPERTIES, L.P.
THIRD AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
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This Third 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 business trust (the
"Trust"), Vinings Holdings, Inc., a Delaware corporation ("Holdings") and the
Trust as general partner (the "General Partner") of Vinings Investment
Properties, L.P., a Delaware limited partnership (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, both the Trust and Holdings have made capital contributions
and have been admitted as Limited Partners of the Partnership; and
WHEREAS, Holdings desires to withdraw as a Limited Partner from the
Partnership (the "Withdrawing Limited Partner") and transfer its Limited Partner
interest in the Partnership to the Trust and the General Partner has consented
to such transfer;
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. Transfer of Limited Partner's Interest.
(a) Holdings does hereby sell, grant, convey, transfer, assign, set
over and deliver unto the Trust all of its interest in the Partnership (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 Holdings unto the Trust, its successors and assigns,
forever.
(b) Holdings hereby represents and warrants that Holdings is the sole
owner of legal and beneficial title to all of the Interest and Holdings has made
no previous assignment of the Interest.
(c) Pursuant to Section 11.4 of the Partnership Agreement, the General
Partner hereby consents to the transfer of the Interest from Holdings to the
Trust 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.
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 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 VININGS HOLDINGS, INC.
As General Partner As Withdrawing Limited Partner
By: /s/ Peter D. Anzo By: /s/ Stephanie A. Reed
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Name: Peter D. Anzo Name: Stephanie A. Reed
Title: President Title: Vice President
VININGS INVESTMENT PROPERTIES TRUST
As Limited Partner
By: /s/ Peter D. Anzo
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Name: Peter D. Anzo
Title: President
Vinings Investment Properties, L.P.
Third Amendment to the Amended and Restated Partnership Agreement
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Exhibit A
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Name and Address Percentage Number of
of Contributor Interest Units Issued
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GENERAL PARTNER:
Vinings Investment Properties Trust 1.00% 13,232
LIMITED PARTNERS:
Vinings Investment Properties Trust 80.67% 1,067,393
The Vinings Group, Inc. .69% 9,108
Hallmark Group Real Estate Service Corp. .69% 9,108
Windrush Partners, Ltd. 16.95% 224,330
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Total 100.00% 1,323,171