FIFTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
OF SUMMIT PROPERTIES PARTNERSHIP, L.P.
This FIFTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT
PROPERTIES PARTNERSHIP, L.P. (this "Amendment"), dated as of January 1, 1999, is
entered into by and among Summit Properties Inc. (the "General Partner") and
those Persons whose names are set forth on Exhibit A or Exhibit B attached
hereto and incorporated herein. All capitalized terms contained herein and not
otherwise defined herein shall have the meaning attributed to them in the
Agreement (as hereinafter defined).
WHEREAS, (i) the General Partner, (ii) the Persons whose names are set
forth on Exhibit B (each, a "Xxxxx Partner" and, collectively, the "Xxxxx
Partners"), and (iii) the Persons whose names are set forth on Exhibit A other
than the Xxxxx Partners (collectively, the "Pre-Xxxxx Partners") are partners of
Summit Properties Partnership, L.P. (the "Partnership") pursuant to an Agreement
of Limited Partnership dated as of January 29, 1994, as previously amended (as
amended, the "Agreement"); and
WHEREAS, in exchange for their contribution to the Partnership of
certain partnership interests, the Xxxxx Partners other than Milan Investment
Trust are to receive additional Partnership Units as set forth opposite their
names on Exhibit B attached hereto; and
WHEREAS, the General Partner, the Pre-Xxxxx Partners and the Xxxxx
Partners desire to cause the Agreement to be amended to reflect the increase in
the number of Partnership Units issued to each Xxxxx Partner other than Milan
Investment Trust.
NOW, THEREFORE, in accordance with the provisions of Section 4.2
(Issuances of Additional Partnership Interests) and Section 12.3 (Amendment of
Agreement and Certificate Of Limited Partnership) of the Agreement, the
Agreement is hereby amended to substitute Exhibit A attached hereto for Exhibit
A attached to the Agreement. Except as expressly amended by the provisions
hereof or as may be necessary to effect the intent of the parties as evidenced
by this Amendment, all other terms and provisions of the Agreement are hereby
ratified and confirmed and remain in full force and effect.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEROF, the parties hereto have executed this Amendment as of
the date first above written.
GENERAL PARTNER:
SUMMIT PROPERTIES INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
PRE-XXXXX PARTNERS:
Those persons listed on Exhibit A attached
hereto other than the Xxxxx Partners
By: SUMMIT PROPERTIES INC.,
their attorney-in-fact
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XXXXX PARTNERS:
Those persons listed on Exhibit B attached
hereto
By: SUMMIT PROPERTIES INC.,
their attorney-in-fact
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
EXHIBIT A
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PARTNERS AND OWNERSHIP PERCENTAGES
EXHIBIT B
---------
XXXXX PARTNERS
Number of Units issued as a result
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Name of the Rancho Las Palmas II contribution
---- ----------------------------------------
KW Partnership
LAD Partnership
Xxxxxxx X. Xxxxxxxx
S. Xxxxxx Xxxxxxx
