SEVENTH AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
WEEKS REALTY, L.P.
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF WEEKS REALTY, L.P. (the "Fourth Amendment"), dated as of December
30, 1997, and effective 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 August 1, 1997, Xxxxxx X. Xxxxxxx Family Limited Partnership, a
North Carolina limited partnership (the "Family Partnership"), acquired 119,293
Partnership Units from Perimeter Park West Associates Limited Partnership, a
North Carolina limited partnership ("PPW"); 15,380 Partnership Units from
Regency Forest, LLC, a North Carolina limited liability company ("Regency
Forest"); 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 agreed pursuant to that certain Agreement
of Substitution dated as of August 1, 1997 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");
WHEREAS, it has come to the attention of the General Partner, Regency
Forest and PPW that due to a scrivener's error, 15,380 Units owned by Regency
Forest and 21,169 Units owned by PPW were inadvertently transferred to the
Family Partnership;
WHEREAS, the General Partner, Regency Forest and PPW have consistently
operated as if the inadvertent transfers had not taken place for all internal
purposes, including without limitation, any allocations or distributions; and
WHEREAS, the General Partner, Regency Forest and PPW desire to correct and
amend the foregoing scrivener's error and to attach hereto a true, correct and
complete copy of the Percentage Interests of all of the Partners as of August 1,
1997.
NOW THEREFORE, in consideration of the premises and for good and valuable
consideration, the General Partner hereby attaches hereto as Exhibit A a
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schedule which sets forth the Percentage Interests of all of the Partners as of
August 1, 1997.
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 Seventh Amendment as
of the December ___, 1997, effective as of August 1, 1997.
WEEKS GP HOLDINGS, INC.
By:_______________________________
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 6.434%
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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