FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
WEEKS REALTY, L.P.
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF WEEKS REALTY, L.P. (the "Fourth Amendment"), dated as of August
1, 1997, is entered into by Weeks GP Holdings, Inc., as general partner (the
"General Partner") of Weeks Realty, L.P. (the "Partnership"), for itself and on
behalf of the Limited Partners of the Partnership.
RECITALS
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WHEREAS, on the date hereof, Xxxxxx X. Xxxxxxx Family Limited Partnership,
a North Carolina limited partnership (the "Family Partnership"), has acquired
119,293 Partnership Units from Perimeter Park West Associates Limited
Partnership, a North Carolina limited partnership; 15,380 Partnership Units from
Regency Forest, LLC, a North Carolina limited liability company; 243,217
Partnership Units from Xxxxxx X. Xxxxxxx, an individual resident of North
Carolina; and 1,228 Partnership Units from Xxxx X. Xxxxxxx, an individual
resident of North Carolina;
WHEREAS, the Family Partnership has agreed pursuant to that certain
Agreement of Substitution dated as of the date hereof to be bound by all of the
terms, conditions and other provisions of the Second Amended and Restated
Agreement of Limited Partnership of the Partnership, as amended (the
"Partnership Agreement"); and
WHEREAS, pursuant to the Partnership Agreement (including, without
limitation, Section 9.2 and Section 15.7(b)(ii) thereof), the General Partner is
authorized (without the consent of any Limited Partner) to admit such
substituted Limited Partners to the Partnership as are determined by the General
Partner to be appropriate.
NOW THEREFORE, in consideration of the premises and for good and valuable
consideration, the General Partner hereby amends the Partnership Agreement to
add the Family Partnership as a substituted Limited Partner of the Partnership
on the terms and conditions set forth in the Partnership Agreement. The
Percentage Interests of all of the Partners have been revised and are as set
forth on Exhibit A attached hereto.
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All capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Partnership Agreement. Except as modified
herein, all covenants, terms and conditions of the Partnership Agreement shall
remain in full force and effect, which covenants, terms and conditions the
General Partner hereby ratifies and affirms.
IN WITNESS WHEREOF, the undersigned has executed this Fourth Amendment as
of the 1st day of August, 1997.
WEEKS GP HOLDINGS, INC.
By:
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Name:
Title:
Exhibit A
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PARTNERSHIP UNITS/PERCENTAGE INTERESTS
All Partners
Partner Units Percentage Interest
------- ----------- -------------------
Weeks GP Holdings, Inc. 237,503 1.041%
Weeks LP Holdings, Inc. 17,446,123 76.434%
NWI Warehouse Group, L.P. 1,833,749 8.034%
A. Xxx Xxxxx, Xx. 614,079 2.690%
Xxxx X. Xxxxx 239,791 1.051%
Xxxxxx X. Xxxxx 228,047 0.999%
Trust U/W/1/ 212,663 0.932%
Xxxxxxxx X. Xxxxx 206,607 0.905%
Xxxxxxx Xxxxx Xxxxxx 198,339 0.869%
Trust B/2/ 187,492 0.821%
Weeks Horizon Corp. 116,012 0.508%
Oakdale Land Management, Inc. 110,493 0.484%
Weeks Hillside Corp. 78,145 0.342%
Xxxxxx X. Xxxxxxxx 52,817 0.231%
Weeks Southridge Corp. 42,993 0.188%
Xxxxxxx X. Xxxxxxxx 28,877 0.127%
Xxxxx X. Weeks 27,535 0.121%
Xxxxx X. Xxxxxxxx 20,016 0.088%
Xxxxxxx & Company Real Estate, Inc. 20,000 0.088%
HV, Inc. 17,074 0.075%
Xxxxx X. Xxxxxxx 5,627 0.025%
Xxxx X. Xxxxxx 5,627 0.025%
Xxxxxx X. Xxxxxx 5,138 0.023%
Xxxx X. Xxxxxxx 4,110 0.018%
Xxxxx X. Xxxxx 163,048 0.714%
Xxxx X. Xxxxxxx 1,541 0.007%
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/1/ A. R. Weeks, Jr., as Trustee U/W of Xxxxx Xxx Weeks dated March 1, 1983,
f/b/o Xxxxxx Xxx Xxxxx, A. R. Weeks, Jr., Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxx
Xxxxxx Xxxxx and Xxxx Xxxxxxx Xxxxx.
/2/ Xxxxx X. Weeks, A. R. Weeks, Jr., and Xxxxxx Xxxxxxxxx Weeks as Trustees
under Trust Agreement dated 10/27/76, as amended, f/b/o Xxxxxx Xxx Xxxxx,
A. R. Weeks, Jr., Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx Xxxxx and Xxxx
Xxxxxxx Xxxxx.
Partner Units Percentage Interest
------- ----------- -------------------
Weeks Management Corp. 1,142 0.005%
RTF Management Corp. 257 0.001%
Xxxxx Xxxxxxxxxx Xxxxxxxxx 267,132 1.170%
Xxxxxx X. Xxxxxxx 20,024 0.088%
Perimeter Park West Associates
Limited Partnership 64,689 0.283%
Xxx X. Xxxxxx 2,053 0.009%
Xxxxxx X. Xxxxxxxxx 2,053 0.009%
Xxxxxxxx Xxxxxx 2,928 0.013%
Xxxxxxx Xxxxxxxx 1,757 0.008%
Xxxxx XxXxxx 39 0.000%
Xxxx Xxxxxxxx 1,561 0.007%
Regency Forest LLC 15,380 0.067%
Xxxxxx X. Xxxxxxx Family Limited Partnership 342,569 1.501%
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Total 22,825,030 100.000%
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