AMENDMENT TO AGREEMENT TO CONTRIBUTE
THIS AMENDMENT TO THE AGREEMENT TO CONTRIBUTE is made and entered into as
of the 11th day of August , 1997 by and between VININGS INVESTMENT PROPERTIES,
L.P., a Delaware Limited Partnership (the "Partnership") and its assignees or
designees, and WINDRUSH PARTNERS, LTD., a Georgia Partnership ("Contributor");
WITNESSETH:
WHEREAS, the Partnership and the Contributor have entered into that
certain Agreement to Contribute dated April 1, 1997 whereby Contributor desires
to contribute and convey to the Partnership and Partnership desires to accept
certain real estate and personal property in return for an ownership interest in
Partnership and admission as a limited partner in Partnership (the "Agreement")
and;
WHEREAS, the Partnership desires to accept and take title to the Property
in the name of Vinings Communities, L.P., a Delaware Limited Partnership of
which the Partnership is a 99% limited partner and Vinings Investment Properties
Trust, the Partnership's general partner, is the 1% general partner and;
WHEREAS, the Contributor desires to have the Partnership assume the Partner
Advances and reduce the number of Partnership Units to be issued by the
Partnership and received by the Contributor and;
WHEREAS, both the Partnership and the Contributor desire to amend the
Agreement as set forth herein;
NOW, THEREFORE, for and in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Partnership and Contributor hereby agree as follows:
1. The first paragraph of Section 1 is hereby amended to read as
follows:
CONVEYANCE OF PROPERTY. Subject to majority approval of the Limited
Partners of Contributor ("Limited Partners' Consent"), which Contributor's
General Partner will use its best efforts to obtain, and in accordance with all
of the terms and conditions hereinafter set out, Contributor agrees to
contribute to Vinings Communities, L.P., a Delaware Limited Partnership and
subsidiary owned 99% by Partnership ("Communities"), and Partnership agrees to
cause Communities to accept from Contributor, the following described property
(all of which is herein collectively referred to as the "Property"):
2. All references in the Agreement to "Partnership" will include
Vinings Investments Properties, L.P. and/or Vinings Communities, L.P. as
appropriate.
3. Paragraphs (i) and (ii) of Section 3.(a) of the Agreement are hereby
deleted in their entirety and the following paragraphs are substituted in lieu
thereof:
(i) The assumption by Partnership of Contributor's
indebtedness (including accrued interest) to Xxxxxx Mortgage Group, Inc.
("Lender") to which the Property is subject and Contributor's indebtedness to
the General Partner for advances in the amount of $91,078 (the "Partner
Advances").
(ii) The admission of Contributor as an Additional Limited
Partner (as defined in that certain Agreement of Limited Partnership of Vinings
Investment Properties, L.P., dated as of June 11, 1996, (the "Partnership
Agreement")) in Partnership and the issuance by Partnership to Contributor of
Partnership Units (as defined in the Partnership Agreement) and a corresponding
Partnership Interest (as defined in the Partnership Agreement). The number of
Partnership Units to be issued to Contributor pursuant to this Section 3 shall
be 224,330 units. These Partnership Units will be distributed to the Limited
Partners in accordance with the Amended and Restated Certificate and Agreement
of Limited Partnership of Windrush Partners, LTD.
4. Paragraph 3.(b) is deleted in its entirety.
5. Paragraph 3.(c) is deleted in its entirety.
6. Exhibit G is deleted in its entirety.
7. Except as specifically modified and amended hereby, the Agreement to
Contribute shall continue in full force and effect without change or
modification whatsoever.
IN WITNESS WHEREOF, the Partnership and Contributor have sworn to and
executed this Amended Agreement to Contribute under seal as of the day and year
first stated above.
PARTNERSHIP:
Date: August 11, 1997 VININGS INVESTMENT PROPERTIES, L.P.,
a Delaware Limited Partnership
By: VININGS INVESTMENT PROPERTIES TRUST,
a Massachusetts Business Trust,
Its Sole General Partner
By: /s/ Xxxxxxxxx X. Xxxx
-------------------------
Xxxxxxxxx X. Xxxx
Vice President
CONTRIBUTOR:
Date: August 12, 1997 WINDRUSH PARTNERS, LTD.,
a Georgia Limited Partnership
By: Hallmark Group Real Estate Services Corp.
General Partner
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
CEO
