CONTRIBUTION AGREEMENT
(PERIMETER PARK WEST LAND)
This Agreement ("Agreement") is made as of this 31st day of December, 1996,
among XXXXXX X. XXXXXXX, an individual resident of North Carolina ("X.X.
Xxxxxxx"), XXXXX XXXXXXXXXX XXXXXXXXX, an individual resident of Texas ("M.A.
Xxxxxxxxx"), and PERIMETER PARK WEST ASSOCIATES, a North Carolina limited
partnership ("PPW") (X.X. Xxxxxxx and M.A. Xxxxxxxxx and PPW, collectively, the
"Contributors" and sometimes, singularly, a "Contributor"); and WEEKS REALTY,
L.P., a Georgia limited partnership authorized to do business in the State of
North Carolina as Weeks Realty Limited Partnership ("Weeks").
1. Description of The Property. The Contributors agree to contribute to the
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capital of Weeks and Weeks agrees to accept such contribution to its
capital, for the contribution value and upon the terms and conditions set
forth below, that certain parcel of land located in Wake County, North
Carolina, containing in the aggregate approximately 66.11 gross acres, more
or less, as further described on Exhibit A hereto (the "Property").
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2. Contribution Value. Subject to any adjustment pursuant to Paragraph 10
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hereof, the contribution value (the "Contribution Value") is for each
"Tract" (as defined in Paragraph 5 hereof) of the Property contributed at
each of the four (4) successive contributions of Property made pursuant to
this Agreement is One Million Eight Hundred Thirty-Seven Thousand Five
Hundred and no/100 Dollars ($1,837,500.00) of each such contribution.
As of the date of contribution of any Tract, Weeks shall issue to the
Contributors [pro rata in accordance with their respective partnership
interests in the Future Limited Partnership, a North Carolina limited
partnership (the "Land Partnership")] a number of Units, equal to the
Contribution Value of that Tract, after any adjustments pursuant to
Paragraph 10 of this Agreement, divided by the Unit Price. All Units so
issued shall be held by the Contributors subject to that certain
Registration Rights and Lock-Up Agreement (as to Units issued on or before
June 30, 1998) or that certain Registration Rights and Lock-Up Agreement
for Post-June 30, 1998 Shares and Units (as to Units issued after June 30,
1998), both of even date herewith (collectively, the "Rights Agreements")
and that certain Second Amendment to the Second Amended and Restated
Agreement of Limited Partnership of Weeks, dated of even date herewith
(pursuant to which X.X. Xxxxxxx and M.A. Xxxxxxxxx, among others, are
admitted to Weeks as limited partners) (the "Partnership Amendment").
"Units" shall mean limited partnership units in Weeks Realty, L.P., as
defined in the above-described Rights Agreements. "Unit Price" shall mean
the arithmetic average of the New York Stock Exchange closing price of a
share of common stock of Weeks Corporation for the twenty (20) trading days
immediately preceding the date of contribution rounded to the nearest one-
eighth.
Notwithstanding any provision of that Agreement to the contrary, no
fractional Units shall be issued to the Contributors pursuant to this
Agreement. If as a result of the application of the foregoing formulas, a
fractional Unit is due a Contributor, Weeks shall pay to that Contributor,
in cash on the same date as the fractional Unit would otherwise be issued
and in lieu of any such fractional Units, an amount equal to that
fractional Unit times applicable Unit Price, as determined pursuant to this
Agreement.
3. Title Exceptions. The Property shall be contributed subject to the
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following title exceptions and no other:
(a) Applicable building and zoning laws.
(b) Encroachments, easements and other matters identified on Exhibit B
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hereto.
(c) Covenants, easements and other matters to which Weeks and the Land
Partnership have agreed as provided below in Xxxxxxxxx 0 xxxxxx.
(x) Any matter arising by, through or under Weeks after the date of this
Agreement, including, without limitation, dedications and grants of
easements requested by Weeks pursuant to Paragraph 4 hereof.
4. Title Insurance and Survey. Within ten (10) business days after notice for
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a contribution of a Tract pursuant to Paragraph 5 hereof, Weeks shall
identify in a notice any title exception affecting the Tract (other than
those specified in Paragraph 3) that Weeks determines to be objectionable.
The Contributors shall cure any such exception on or before the date
designated for contribution to Weeks' reasonable satisfaction and, if such
cure is not completed by that date, then the contribution shall be delayed
for a period not to exceed sixty (60) days to permit the Contributors
additional time to cure. If after such delay, such title objection is not
cured to Weeks' reasonable satisfaction, Weeks may elect to do one of the
following: (i) cure the exception, with all costs and expenses incurred by
Weeks applied to reduce the Contribution Value, in which case the
contribution shall be further delayed an additional sixty (60) day period,
or (ii) terminate this Agreement as to the Tract or as to the remaining
uncontributed Property (at Weeks' election, if in Weeks' reasonable
determination the exception is of such a nature that it affects the
remaining uncontributed Property) and xxx the Contributors for damages at
law, or (iii) seek specific performance of the Contributors' obligations
hereunder.
The Contributors hereby covenant and agree with Weeks that, so long as this
Agreement remains in full force and effect, (i) the Contributors will not,
and will not permit the Land Partnership to, sell, assign, rent, lease,
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convey (absolutely or as security), grant a security interest in, or
otherwise encumber or dispose of, the Property (or any interest or estate
therein) without the prior written consent of Weeks; and (ii) the
Contributors will not, and will not permit the Land Partnership to, apply
for any modification to the zoning in effect for the Property as of the
date of this Agreement or agree to any impact fees or other restrictions on
future development rights that would affect the Property, without the prior
written consent of Weeks. The Contributors will not, and will not permit
the Land Partnership to, grade, cut timber or otherwise alter the physical
characteristics of the Property without the prior written consent of Weeks,
in each instance. The Contributors will take no affirmative action, and
will not permit the Land Partnership to take any affirmative action, which
shall cause the Contributors to be unable to contribute good and marketable
title to the Property or which shall cause any warranty or representation
contained in this Agreement to be incorrect or misleading in any material
respect at any time.
From time to time during the pendency of this Agreement, at the request and
expense of Weeks and subject to the prior consent of the Contributors,
which such consent shall not be unreasonably withheld or delayed, the
Contributors agrees to take actions or, cause the Land Partnership to take
such actions, to support applications and to enter into any easements,
covenants or other agreements with Weeks and third-parties pertaining to
development (including infrastructure, roads, utilities and other
development requirements), affecting the uncontributed portion of the
Property to facilitate Weeks' development of Tracts contributed to Weeks
and the remainder of the Property.
Additionally, at the request and expense of Weeks and subject to the prior
consent of the Contributors, which such consent shall not be unreasonably
withheld or delayed, the Contributors agree, or agree to cause the Land
Partnership, to dedicate to the public or quasi-public authorities,
portions of the Property not yet contributed to Weeks pursuant to this
Agreement for the purpose of dedicating public right-of-ways, utility
easements and other infrastructure items to facilitate development of the
Tracts contributed to Weeks and the remainder of the Property. The
Contributors agree to cooperate and support fully all reasonable requests
and actions taken by Weeks pursuant to this paragraph. Because Weeks is
obligated in any case ultimately to acquire all of the Property pursuant
to, and subject to, the terms and conditions of this Agreement, the
Contributors will cooperate with Weeks and will cause the Land Partnership
to cooperate with Weeks, to enable Weeks to develop and construct roads,
utilities, lines, facilities and other improvements, storm water detention
lines, facilities and other improvements, landscaping, lighting, signage
and traffic improvements, sidewalks and other infrastructure for the total
development within the Property by granting easements as reasonably
necessary to serve the Tracts which have been or that are being contributed
to Weeks and prior to the contribution of the remaining Property on which
such infrastructure improvements are developed. All improvements made by
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Weeks shall be constructed in a good and worker like manner and no liens
(except inchoate material and mechanics liens) shall be imposed on the
Property.
Weeks agrees to and does hereby indemnify, defend and hold the Contributors
harmless from any personal injury, death, damage to property, damage,
liens, claims, losses and liabilities arising out of Weeks' exercising such
right and privilege to go upon the Property, including the acts and
omissions of Weeks' employees, agents, contractors and consultants. Weeks
agrees to maintain appropriate public liability insurance covering its
activities on the Property with the Land Partnership and the Contributors
named as additional insureds.
Contemporaneously with the execution and delivery of this Agreement, Weeks
and the Land Partnership (at the direction of the Contributors) shall enter
into a short form memorandum of this Agreement, which shall be recorded in
the public records of Wake County, North Carolina, to give notice of Weeks'
interest in the Property pursuant to this Agreement.
5. Contribution. The contribution of the Property to the capital of Weeks
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shall take place at the offices of Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx,
L.L.P., Two Hannover Square, Suite 1900 000 Xxxxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000, or at such other place as may be agreed
by the Contributors and Weeks. The contribution of the Property shall occur
in incremental tracts (a "Tract") with four (4) successive contributions
until all of the Property is contributed by the Contributors to Weeks,
subject to the following conditions: (i) each Tract shall be as described
on Exhibit C hereto, (ii) thereafter, on the next four (4) anniversaries of
the date of this Agreement, one of the Tracts shall be contributed in
accordance with said Exhibit C hereto, in accordance with the order as
specified thereon.
Notwithstanding clause (ii) of the immediately preceding sentence to the
contrary, if as provided in that certain Contribution Agreement for
Northern Telecom Properties, dated of even date herewith, "Northern
Telecom" (as defined therein) elects to excuse its "First Option" under the
"Northern Telecom Lease" (as defined therein), then Weeks may by written
notice to the Contributors elect to delay the four contributions described
in said clause (ii) by one (1) year so that the four contributions shall
take place successively on the second, third, fourth and fifth
anniversaries of the date of this Agreement. Within fifteen (15) business
days prior to each contribution of Property, pursuant to this Agreement,
the Contributors shall notify Weeks of the next contribution, which notice
shall be accompanied by a revision of the Survey (the cost of preparation
of this Survey revision to be paid by Weeks) showing the Tract to be
contributed and evidence satisfactory to both parties that all requirements
of applicable law, state and local, pertaining to subdivision and relating
of the Property to separate the Tract have been satisfied (Weeks and the
Contributors agree to cooperate in good faith in the obtaining of all
necessary approvals in this regard).
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Notwithstanding the foregoing schedule of Tract contributions to the
contrary, if Weeks elects to accept contributions of more acreage of the
Property than Weeks is obligated to accept pursuant to the foregoing, Weeks
may elect to accept less acreage of the Property on the next successive
date(s) scheduled for contribution on an acre per acre basis.
Notwithstanding any other provision of this Paragraph 5 to the contrary,
(i) with respect to any Tract previously contributed to Weeks pursuant to
this Agreement, if Weeks has not commenced construction of a building on
that Tract or there remains a portion of that Tract that could be developed
with a building but no building has been started [such unused Tract(s) or
portion of Tract(s) collectively the "Unused Acreage"]; and (ii) Weeks has
a prospective tenant who desires to locate its building on an area of the
Property not yet contributed to Weeks pursuant to this Agreement; then, at
the written request of Weeks, the Contributors agree to contribute to Weeks
pursuant to this Agreement the Tract or portion thereof (such tract or
portion thereof, the "Deferred Issuance Tract") desired by the prospective
tenant except that issuance of Units for the Contribution Value of the
acreage of the Deferred Issuance Tract that does not exceed the
Contribution Value of the Unused Acreage shall not be issued until the
earliest of (A) the next date for contribution of a Tract under this
Agreement, (B) the date on which Weeks commences construction of a building
on the Unused Acreage, or (C) December 31, 2002. To secure Weeks'
obligation to subsequently issue Units as aforesaid for the Deferred
Issuance Tract, Weeks shall cause to be issued to X.X. Xxxxxxx a stand-by
irrevocable letter of credit in the amount of the value of the Units to be
issued, in form and content and issued by a Bank reasonably acceptable to
X.X. Xxxxxxx. Upon issuance of such Units, this letter of credit shall be
returned to Weeks. If Weeks defaults in issuance of such Units, X.X.
Xxxxxxx shall be entitled to draw against the letter of credit and
distribute the proceeds to the Contributors in the same equivalent value as
the Units would have been issued under this Agreement.
Each time a Tract is to be contributed to Weeks by the Contributors
pursuant to this Agreement: (i) on the contribution date, the Contributors
shall cause the Land Partnership to convey good and marketable fee simple
title to the Tract to Weeks by general warranty deed subject only to
Permitted Title Exceptions, and (ii) in exchange for the contribution by
the Land Partnership, as described in the immediately preceding clause (i),
Weeks shall issue Units to the Contributors as provided in this Agreement.
The Contributors shall cause the Land Partnership to deliver possession of
the Tract to Weeks on the contribution date.
6. Adjustments. At each contribution, there shall be no proration of taxes
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because, pursuant to Paragraph 14, Weeks shall fund payment of taxes.
7. Costs and Expenses; Preparation of Documents. Costs and expenses shall be
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apportioned in the following manner:
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(a) Weeks shall pay the premium for title insurance, title search costs,
the survey fees and recording costs related to this transaction, as
well as all costs incurred by it in inspecting the Property and making
such other investigations thereof as it deems appropriate.
(b) the Contributors shall pay all transfer taxes.
(c) Each party shall pay its own attorneys' fees in connection with this
transaction.
Weeks's attorney shall prepare all documents, which shall be subject to the
reasonable approval of the Contributors' attorney and which shall be
substantially the same as the documents used in the "Initial Contribution"
(as that term is defined in the Partnership Amendment).
8. Condemnation. If any authority having the power of eminent domain shall
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commence negotiations with the Contributors or the Land Partnership or
shall commence legal action against the Contributors or the Land
Partnership for the damaging, taking or acquiring of all or any part of the
Property, either temporarily or permanently in any condemnation proceeding
or by exercise of the power of eminent domain, the Contributors shall
immediately give notice of the same to Weeks. Upon the occurrence of any of
the foregoing events, if it reasonably appears that such taking would
materially interfere with Weeks' reasonable intended use of the Property,
Weeks shall have the right, at its option, to terminate this Agreement by
giving notice thereof to the Contributors, in which event Weeks shall be
released of all further obligations hereunder with respect to that portion
of the Property not yet contributed. Assuming no termination, at the time
of contribution, the Contributors shall cause the Land Partnership to
assign to Weeks all rights in and to any unpaid awards, settlement proceeds
or other proceeds payable by reason for any such taking.
In the event of any negotiations regarding the payment of any such awards
or proceeds, the Contributors will inform Weeks of all such negotiations of
which the Contributors has notice and no settlement shall be agreed to by
the Contributors without Weeks' written approval.
9. Representations and Warranties. As of the date of this Agreement, the
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Contributors hereby make, jointly and severally, for the benefit of Weeks
each and every representation and warranty set forth in Paragraph 14 of
that certain Contribution Agreement for Development Properties, dated of
even date herewith, among the Contributors and Weeks, to the extent
applicable to unimproved land. As of the date of contribution for each
Tract under this Agreement, the Contributors shall remake for the benefit
of Weeks each and every representation and warranty set forth in said
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Paragraph 14 as to that Tract, to the extent applicable to unimproved land.
The liability of the Contributors for breach of these representations and
warranties is subject to the provisions of the Partnership Amendment.
10. Weeks' Inspection; "AS-IS" Sale; Hazardous Wastes. the Contributors grants
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Weeks the right to enter the Property to inspect it, make soil tests
borings, make drainage tests, and make engineering and architectural
drawings or tests of the Property, provided that the foregoing shall not
materially alter or damage the Property or interfere with the
Contributors's activities on the Property. Weeks shall be liable to the
Contributors for any damage, loss and expenses (including reasonable
attorneys' fees) the Contributors incur by reason of such activities, and
if the transaction contemplated hereby does not close, Weeks shall provide
the Contributors with copies of all tests results and drawings.
Except for the representations and warranties contained or provided for
herein, the property is being sold in an "AS-IS" condition and "WITH ALL
FAULTS" as of the date of this Agreement and of the date of contributions.
Except as expressly set forth in this Agreement, no representations or
warranties have been made or are made and no responsibility has been or is
assumed by the Contributors or by any officer, person, firm, agent or
representative acting or purporting to act on behalf of the Contributors as
to the condition or repair of the Property or the value, expense of
operation, or income potential thereof or as to any other facet or
condition which has or might affect the Property, or the condition, repair,
value, expense of operation, or income potential of the Property or any
portion thereof. The parties agree that all understandings and agreements
heretofore made between them or their respective agents or representatives
with respect to the Property are merged in this Agreement, the exhibits
hereto annexed and other documents being entered into by the parties on the
date hereof (including, without limitation, the other agreements expressly
referred to herein) or contemplated in those documents, which together
fully and completely express their agreement, and that this Agreement has
been entered into with Weeks being satisfied with the opportunity afforded
for investigation (all such agreements, documents and exhibits,
collectively. the "Transaction Documents"). Weeks is not relying upon any
statement or representation by the Contributors unless such statement or
representation is specifically embodied in this Agreement or the other
Transaction Documents.
To the extent that the Contributors has provided to Weeks information from
any inspection, engineering or environmental reports concerning harmful or
toxic substances, the Contributors makes no representations or warranties
with respect to the accuracy or completeness, methodology of preparation or
otherwise concerning the contents of such reports. Weeks acknowledges that
the Contributors have requested Weeks to inspect fully the Property and
investigate all matters relevant thereto and to rely solely upon the
results of Weeks' own inspections or other information obtained or
otherwise available to Weeks, rather than any information that may have
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been provided by the Contributors to Weeks, other than the representations
and warranties of the Contributors contained or provided for herein on
which Weeks is entitled to rely.
Weeks has obtained the Phase I Environmental Site Assessment(s) identified
on Exhibit D hereto (the "Audit") and Weeks hereby approves the Audit and
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agrees to accept title to the Property subject to such environmental
matters as are reflected in the Audit. If any material adverse
environmental condition affecting the Property is discovered by, or comes
to the attention of, Weeks that is not disclosed in the Audit and the
Contributors do not remediate the same to the commercially reasonable
satisfaction of Weeks, then Weeks may elect by written notice to the
Contributors to terminate this Agreement as to the Tract affected thereby
of such portion of the Property not yet contributed to Weeks under this
Agreement thereof which Weeks reasonably determines is adversely affected
in the development thereof by such contamination (with credit against the
Contribution Value thereof at a rate of $111,178.00 per acre). The
Contributors shall have the right, but not the obligation, to remediate
such adverse environmental condition, at the sole cost and expense of the
Contributors.
The terms and provisions of this Paragraph 10 shall survive contribution
hereunder.
11. Notices. Any notice, request or other communication (a "notice")
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required or permitted to be given hereunder shall be in writing and shall
be delivered by hand or overnight courier (such as UPS Next Day Air) or by
facsimile transmission or mailed by United States registered or certified
mail, return receipt requested, postage prepaid and addressed to each party
at its address as set forth below. Any such notice shall be considered
given on the date of such hand or courier delivery, deposit with such
overnight courier for next business day delivery, or upon transmission by
facsimile with confirmation, or deposit in the United States mail, but the
time-period (if any is provided herein) in which to respond to such notice
shall commence on the date of hand or courier delivery or the confirmation
date of facsimile transmission or on the date received following deposit in
the United States mail as provided above. Rejection or other refusal to
accept or inability to deliver because of changed address of which no
notice was given shall be deemed to be receipt of the notice. By giving at
least five (5) days' prior written notice thereof, any party may from time
to time and at any time change its mailing address hereunder. Any notice of
any partly may be given by such party's counsel. The parties respective
notice addresses are as follows:
Weeks: Weeks Corporation
0000 Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx,
Vice Chairman/Chief
Investment Officer
FAX: (000) 000-0000
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With Copy To: King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
FAX: (000) 000-0000
Contributors: Xxxxxx X. Xxxxxxx
Suite 200
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
FAX: (000) 000-0000
With Copy To: Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.
Two Hannover Square
Suite 1900
000 Xxxxxxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
FAX: (000) 000-0000
12. Brokers. Except for brokers paid-in-full at the Initial Contribution
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pursuant to separate written agreements that cover the transactions
contemplated in this Agreement as well as the other Transaction Documents;
the Contributors and Weeks represent and warrant that neither has dealt
with any broker in connection with this transaction. If any claim is made
or brought by any broker in connection with this transaction, the party
whose agreement gave rise to such claim shall indemnify the other for any
damage or expenses sustained in connection therewith including, without
limitation, reasonable attorneys' fees. The terms and provisions of this
Paragraph 12 shall survive contributions hereunder.
13. Default. If Weeks defaults hereunder, the Contributors may either proceed
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against Weeks at law for damages or seek specific performance of Weeks'
obligations hereunder. If the Contributors defaults hereunder, Weeks may
either proceed against the Contributors at law for damages or seek specific
performance of the Contributors's obligations hereunder.
14. Infrastructure and Land CM Costs. From and after the date of this
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Agreement, and so long as this Agreement is in full force and effect, Weeks
agrees to pay all real estate taxes and other property assessments assessed
on the Property for 1997 and thereafter until this Agreement is no longer
in force and effect. If, after the date of this Agreement, Weeks elects to
construct roads, utility lines, rain water detention facilities or other
infrastructure items, such installation shall be at the sole cost and
expense of Weeks, without reimbursement obligation on the Contributors.
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15. Headings. The Paragraph headings are inserted for convenience only and
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are not intended to describe, interpret, define or limit the scope or
intent of this Agreement or any provision thereof.
16. Miscellaneous. All prior understandings and agreements between the
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parties are deemed merged herein and in the other Transaction Documents.
This Agreement may be modified only by an agreement in writing signed by
the parties. Weeks may assign, sell, convey or otherwise transfer any or
all its rights under this Agreement without the prior written consent of
the Contributors. The Contributors shall not assign, sell, convey or
otherwise transfer any or all of the Properties or its rights under this
Agreement. No such assignment by the Contributors or Weeks shall relieve or
release the assigning party of any liability hereunder. Subject to the
foregoing, this Agreement and the terms and provision hereof shall inure to
the benefit of and be binding upon the successors and assigns of the
parties. This Agreement shall be governed by North Carolina law. Time is of
the essence.
17. Contributors' Representative. The Contributors hereby appoint
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X.X. Xxxxxxx as their authorized representative under this Agreement. Any
direction, consent, approval, disapproval, authorization or other action
required or permitted to be given or taken under this Agreement by any of
the Contributors shall be given or taken only by X.X. Xxxxxxx. In giving
notice to the Contributors under this Agreement, Weeks may give such notice
only to X.X. Xxxxxxx as provided under Paragraph 11 of this Agreement and
such notice shall constitute notice to all of the Contributors. If Weeks
receives notice of any matter from any Contributor who is not X.X. Xxxxxxx,
Weeks shall be entitled at its discretion to disregard such notice and such
notice shall have no legal effect under this Agreement, unless and until
confirmed by X.X. Xxxxxxx. The written statements and representations of
X.X. Xxxxxxx shall for the purposes of this Agreement be binding upon the
Contributors and Weeks shall have no obligation or duty whatsoever to
inquire into the authority to take any action which he proposes to take,
regardless of whether X.X. Xxxxxxx actually has the authority to take any
such action; and Weeks shall be entitled to rely upon any direction,
authorization, consent, approval or disapproval given by X.X. Xxxxxxx in
connection with any matter arising out of or in connection with this
Agreement.
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IN WITNESS WHEREOF, the Contributors and Weeks have set their hand as of
the date and year first above written.
CONTRIBUTORS:
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(SEAL)
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XXXXXX X. XXXXXXX
(SEAL)
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XXXXX XXXXXXXXXX XXXXXXXXX
PERIMETER PARK WEST ASSOCIATES
LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: (SEAL)
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Xxxxxx X. Xxxxxxx,
General Partner
By: (SEAL)
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Xxxxx Xxxxxxxxxx Xxxxxxxxx,
General Partner
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WEEKS:
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WEEKS REALTY, L.P., a Georgia limited
partnership authorized to do business in
the State of North Carolina as Weeks
Realty Limited Partnership
By: Weeks GP Holdings, Inc., a Georgia
corporation, sole general partner
By:
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Title:
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