Vinings Investment Properties, L.P.
Ninth Amendment to the
Amended and Restated Agreement of Limited Partnership
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This Ninth Amendment to the Amended and Restated Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of April 1, 2000
by Vinings Investment Properties Trust, a Massachusetts business trust, as
general partner (the "General Partner") of Vinings Investment Properties, L.P.,
a Delaware limited partnership (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, Pursuant to Section 4.2A of the Partnership Agreement, a series of
Units of Partnership Interests in the Partnership designated as the "Series A
Convertible Preferred Units" (the "Series A Preferred Units") was previously
established and a total of 1,988,235 Series A Preferred Units were issued to
various investors on April 29, 1999;
WHEREAS, the General Partner has received shareholder approval for the
creation of a second class of beneficial interests in the General Partner and
the Board of Trustees of the General Partner has designated a series of
preferred beneficial interests that has the same powers, special rights,
preferences, privileges and voting power as the Series A Preferred Units (the
"Series A Preferred Shares");
WHEREAS, Pursuant to Section 7(a) of the Sixth Amendment to the Partnership
Agreement, the General Partner has exchanged all 1,988,235 of the Series A
Preferred Units for Series A Preferred Shares; and
WHEREAS, as a result of the exchange the General Partner has become the
record holder of the 1,988,235 Series A Preferred Units;
NOW THEREFORE, the General Partner desires to amend Exhibit A to the
Partnership Agreement to reflect its current ownership interest in the
Partnership.
Section 1. Amendment to Partnership Agreement.
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Pursuant to Sections 11.4 C and 14.1 B of the Partnership Agreement, the
General Partner, as general partner of the Partnership and as attorney-in-fact
for all its Limited Partners, hereby executes this instrument on their behalves
and 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 General Partner has executed this Amendment as of
the date first written above.
VININGS INVESTMENT PROPERTIES TRUST
As General Partner
By: /s/ Xxxxxxxxx X. Xxxx
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Name: Xxxxxxxxx X. Xxxx
Title: Vice President
Vinings Investment Properties, L.P.
Ninth Amendment to the
Amended and Restated Partnership Agreement
Exhibit A
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PERCENTAGE NUMBER OF
NAME OF CONTRIBUTOR INTEREST UNITS ISSUED
-------------------- ----------- -------------
COMMON UNITS
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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SERIES A PREFERRED UNITS
Vinings Investment Properties Trust 100.00% 1,988,235
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Total Units 3,331,274
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