VININGS INVESTMENT PROPERTIES, L.P.
EIGHTH AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
This Eighth Amendment to the Amended and Restated Agreement of Limited
Partnership of Vinings Investment Properties, L.P. is made as of March 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"), Hallmark Group Real Estate
Services Corp. (the "Withdrawing Limited Partner") and Xxxxx X. Xxxx (the
"Substituted Limited Partner") 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 Withdrawing Limited Partner has made a capital contribution
and has been admitted as a Limited Partner of the Partnership; and
WHEREAS, the Withdrawing Limited Partner desires to withdraw as a Limited
Partner from the Partnership and transfer its entire Limited Partner interest in
the Partnership to the Substituted Limited Partner and the General Partner has
consented to such transfer;
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. Transfer of Limited Partner's Interest.
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(a) The Withdrawing Limited Partner does hereby sell, grant, convey,
transfer, assign, set over and deliver unto the Substituted Limited Partner all
of its interest in the Partnership, including, but not limited to, all rights to
distributions and returns of capital (the "Interest").
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
Partner, its successors and assigns, forever.
(b) The Withdrawing Limited Partner hereby represents and warrants that it
is the sole owner of legal and beneficial title to all of the Interest, that it
has made no previous assignment of the Interest and that it owns the Interest
free and clear of all liens, claims and encumbrances and has full authority to
transfer and convey the Interest.
(c) 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 Partner pursuant to Section 11.3 A of
the Partnership Agreement.
(d) The change in limited partnership interests in the Partnership shall
become effective as of the date of this Agreement.
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.
Section 2. 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 parties hereto have 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
HALLMARK GROUP REAL ESTATE SERVICES CORP.
As Withdrawing Limited Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President
XXXXX X. XXXX
As Substituted Limited Partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
