VININGS INVESTMENT PROPERTIES, L.P.
Seventh Amendment to the
Amended and Restated Agreement of Limited Partnership
----------------------------------------------------
This Seventh Amendment to the Amended and Restated Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of January 1, 2000
by Vinings Investment Properties Trust, a Massachusetts business trust (the
"Trust"), as general partner (the "General Partner") of Vinings Investment
Properties, L.P., a Delaware limited partnership (the "Partnership"), and the
Trust, as limited partner of the Partnership and Xxxx Xxxxx Xxxxx, Executor of
the Estate of Xxxxxx Xxxxxx Xxxxxxx, Xx.(the "Withdrawing Limited Partner"), as
limited partner of 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, the Trust has made a capital contribution and has been admitted as
a Limited Partner of the Partnership;
WHEREAS, the Trust has purchased and retired an additional 15 of its shares
of beneficial interest ("Shares") and the General Partner wishes to adjust the
interests in the Partnership pursuant to Section 4.1 of the Partnership
Agreement to accurately reflect such redemption;
WHEREAS, the Withdrawing Limited Partner has made a capital contribution to
the Partnership and owns a total of 6,958 Partnership units (the "Interest") and
wishes to transfer the Interest in the Partnership to the following (the
"Substituted Limited Partners"):
Number
Substituted Limited Partner of Units
--------------------------- --------
A. Xxxx Xxxxxx Xxxxxxx 3,197
B. Xxxxxx Xxxxxx Xxxxxxx, III 1,134
C. Xxxxxx Xxxxxx 1,134
D. Xxxxx Xxxxxxx Residuary Trust 1,133
WHEREAS, the General Partner has consented to the above transfers;
WHEREAS, each Substituted Limited Partner has made certain representations
and warranties to the Partnership concerning it's investment status;
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. Change in Percentage Interest.
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(a) Pursuant to Section 4.2 of the Partnership Agreement, the Trust's
interest in the Partnership shall decrease by the number of Units associated
with the redemption of Shares as reflected on Exhibit A;
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.
(b) The Withdrawing Limited Partner does hereby sell, grant, convey,
transfer, assign, set over and deliver unto the Substituted Limited Partners all
of its Interest in the Partnership.
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 the Withdrawing Limited Partner unto the Substituted Limited
Partners, their successors and assigns, forever.
(c) The Withdrawing Limited Partner hereby represents and warrants that it
is the sole owner of legal and beneficial title to all of the Interest and that
it has made no previous assignment of the Interest.
(d) Pursuant to Section 11.4 of the Partnership Agreement, the General
Partner hereby consents to the transfer of the Interest from the Withdrawing
Limited Partner to the Substituted Limited Partners pursuant to Section 11.3 A
of the Partnership Agreement.
(e) The change in limited partnership interests in the Partnership shall
become effective as of the date of this Agreement.
Section 2. Representations of Each Substituted Limited Partner.
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Each Substituted Limited Partner hereby represents, warrants and
acknowledges as follows:
(a) It (i) is an "accredited investor" as that term is defined in Rule
501(a) promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), (ii) is an investor
experienced in the evaluation of businesses similar to the Partnership, (iii)
has such knowledge and experience in financial, business and investment matters
as to be capable of evaluating the merits and risks of this investment, (iv) has
the ability to bear the economic risks of the investment in the Units, and (vi)
was not organized or reorganized for the specific purpose of acquiring the
Units.
(b) It understands that:
(i) The Units are unregistered and may be required to be held
indefinitely unless they are subsequently registered under the Securities
Act, or an exemption from such registration is available.
(ii) Rule 144 promulgated under the Securities Act ("Rule 144"), which
provides for certain limited sales of unregistered securities, is not
presently available with respect to the Units, and the Partnership is under
no obligation to make Rule 144 available.
(c) (i) It will not offer, sell, pledge, hypothecate, or otherwise dispose
of the Units unless such offer, sale, pledge, hypothecation or other disposition
is (A) registered under the Securities Act, or (B) in compliance with an opinion
of counsel to such Substituted Limited Partner, delivered to the Partnership and
reasonably acceptable to the Partnership, to the effect that such offer, sale,
pledge, hypothecation or other disposition thereof does not violate the
Securities Act, and (ii) the Units, if issued in certificated form, shall bear a
legend stating in substance:
"THESE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THESE UNITS MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, TOGETHER WITH QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE PARTNERSHIP AND ITS COUNSEL THAT SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED."
(d) It agrees that the Partnership may provide for appropriate stop
transfer instructions to its corporate counsel and/or transfer agent to
implement the provisions of Section 2 of this Agreement.
(e) It understands that it must bear the economic risk of the investment
represented by the purchase of the Units for an indefinite period.
(f) The Units are being acquired solely for the account of the undersigned
for purposes of investment only, and are not being purchased with a view to or
in connection with, any resale or distribution thereof in violation of
applicable federal or state securities laws.
Section 3. Amendment to Partnership Agreement.
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Pursuant to Sections 4.1 and 11.4 C. of the Partnership Agreement, the
General Partner, as general partner of the Partnership, 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
As General Partner
/s/ Xxxxx X. Xxxx
By: _____________________________________
Xxxxx X. Xxxx
President
VININGS INVESTMENT PROPERTIES TRUST
As Limited Partner
/s/ Xxxxx X. Xxxx
By: _____________________________________
Xxxxx X. Xxxx
President
XXXX XXXXX XXXXX EXECUTOR OF THE
XXXXXXX XXXXXX XXXXXXX, XX. ESTATE
Withdrawing Limited Partner
/s/ Xxxx Xxxxx Xxxxx
By: _____________________________________
Xxxx Xxxxx Xxxxx
Executor
XXXX XXXXXX XXXXXXX
Substituted Limited Partner
/s/ Xxxx Xxxxxx Xxxxxxx
_____________________________________
XXXXXX XXXXXX XXXXXXX III
Substituted Limited Partner
/s/ Xxxxxx Xxxxxx Xxxxxxx III
_____________________________________
XXXXXX XXXXXX
Substituted Limited Partner
/s/ Xxxxxx Xxxxxx
_____________________________________
XXXXX XXXXXXX RESIDUARY TRUST
Substituted Limited Partner
/s/ Xxxx Xxxxx Xxxxx
By: _____________________________________
Xxxx Xxxxx Xxxxx
Co-Trustee
/s/ Xxxxx Xxxxxxx
By: _____________________________________
Xxxxx Xxxxxxx
Co-Trustee
VININGS INVESTMENT PROPERTIES, L.P.
Seventh Amendment to the
Amended and Restated Partnership Agreement
Exhibit A
Percentage Number of
Name and Address of Contributor Interest Units Issued
------------------------------- ---------- -------------
GENERAL PARTNER:
Vinings Investment Properties Trust 1.00% 13,431
LIMITED PARTNERS:
Vinings Investment Properties Trust 80.94% 1,087,062
The Vinings Group, Inc. 0.80% 10,758
Xxxxx X. Xxxx 0.80% 10,757
Xxxxxx Xxxxxx 0.49% 6,598
Xxx X. Xxxxxx 0.25% 3,299
Xxxxxxx X. Xxxxxxxx, Xx. 0.49% 6,598
Xxxxxxx X. & Xxxx X. Xxxxxx 0.25% 3,299
Xxxxxx X. Xxxxx 0.49% 6,598
Xxxxx X. Xxxxxxxx 0.49% 6,598
Xxxxx X. Xxxxxxx 0.25% 3,299
Xxxxxxx X. Xxxxx 0.49% 6,598
C.W. Gustav & Xxxxxx X. Xxxxxx 0.25% 3,299
Xxxx X. Xxxxxxx 0.12% 1,649
Xxxx Xxxxxx 0.49% 6,598
Xxxxxx Xxxxxxxxxx 0.49% 6,598
Xxxxx X. Xxxxx 0.49% 6,598
Xxxxxx X. Xxxxxx, Xx. 0.49% 6,598
Trustmark National Bank,
Agent for Xxxxxxx X. Xxxxxx, Investment 0.49% 6,598
Xxxxxxx Xxxx XxXxxxxx 0.25% 3,299
Xxxxx X. Xxxxxx, Xx. 0.49% 6,598
Xxxx X. Xxxxxxx 0.49% 6,598
X. Xxxx Monroe 0.25% 3,299
E. Xxx Xxxxxx 0.49% 6,598
Xxxxxx X. Xxxxxx, M.D. 0.49% 6,598
Xxxxxx X. Xxxxx 0.25% 3,299
Xxxxxxxxx X. Xxxxxxxxx 0.25% 3,299
Xxxxxx X. Xxxxxxx 0.49% 6,598
Xxxxxx Xxxxxx 0.08% 1,134
Xxxxxx X. Xxxxxxx, III, M.D. 0.33% 4,432
Xxxx Xxxxxx Xxxxxxx 0.23% 3,197
Xxxxx Xxxxxxx Residuary Trust 0.08% 1,134
M.F. Soukkar 0.49% 6,598
Xxxxxxxx X. Xxxxxxxx, Trustee of the
Xxxxxxxx X. Xxxxxxxx Revocable Trust 0.25% 3,299
Xxxxxx X. Xxxxxxx, XX 0.25% 3,299
Xxxxx X. Xxxx, Xx. 0.49% 6,598
Xxxxx X. Xxxx 0.25% 3,299
Xxxxx X. Xxxxx 0.25% 3,299
ASSIGNEES:
Xxxxxx X. Xxxx, M.D. 0.49% 6,598
Xxxxxx Xxxxxxx, Xx. 0.49% 6,598
Xxxxxx X. XxXxxxx, Xx., M.D. 0.49% 6,598
Xxxxxxx X. Xxxx 1.96% 26,391
Xxxxxx X. Xxxxxxxx 0.25% 3,299
Xxx X. Xxxxxxxxx, Xx. 0.12% 1,649
Xxxxx X. Xxxxxxx 0.49% 6,598
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Total Common Units 100.00% 1,343,039
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