FOURTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
OF SUMMIT PROPERTIES PARTNERSHIP, L.P.
This FOURTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT
PROPERTIES PARTNERSHIP, L.P. (this "Amendment"), dated as of October 31, 1998,
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, the General Partner, the Pre-Xxxxx Partners and the Xxxxx
Partners executed that certain Thirteenth Amendment to the Agreement (the
"Thirteenth Amendment"), dated as of October 31, 1998, pursuant to which the
Partnership received a contribution of partnership interests in certain limited
partnerships in exchange for (i) the admission of the Xxxxx Partners as limited
partners in the Partnership and (ii) the allocation of Partnership Units to the
Xxxxx Partners; and
WHEREAS, the General Partner, the Pre-Xxxxx Partners and the Xxxxx
Partners acknowledge that the Thirteenth Amendment incorrectly set forth the
number of Partnership Units allocated to each Xxxxx Partner; and
WHEREAS, the General Partner, the Pre-Xxxxx Partners and the Xxxxx
Partners desire to cause the Agreement and the Thirteenth Amendment to be
amended to reflect the correct number of Partnership Units allocated to each
Xxxxx Partner; and
WHEREAS, the General Partner, the Partnership, the Xxxxx Partners, and
the shareholders of Xxxxx Industries, Inc., an Ohio corporation entered into
that certain Registration Rights and Lock-Up Agreement, dated of even date
herewith (the "Lock-Up Agreement"), certain provisions of which relate to the
prohibition, without the prior written consent of the General Partner, during
the Lock-Up Period (as defined in the Lock-Up Agreement), of any offer, sale,
contract for sale, hypothecation, pledge, attempt to redeem, grant of an option,
right or warrant to purchase or otherwise dispose of, directly or indirectly,
any Partnership Units (collectively, the "Lock-Up Provisions"); and
WHEREAS, the General Partner, the Pre-Xxxxx Partners and the Xxxxx
Partners desire to cause the Agreement to be amended to include the Lock-Up
Provisions.
NOW, THEREFORE, in accordance with the provisions of Section 12.3 of the
Agreement (Amendment of Agreement and Certificate of Limited Partnership), the
Agreement is hereby amended to (i) substitute Exhibit A attached hereto for
Exhibit A attached to the Agreement, (ii) substitute Exhibit B attached hereto
for Exhibit B attached to the Thirteenth Amendment, and (iii) incorporate by
this reference the Lock-Up Provisions into 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
PARTNERS AND OWNERSHIP PERCENTAGES
EXHIBIT B
XXXXX PARTNERS
Name Number of Units
---- ---------------
KW Partnership
LAD Partnership
Xxxxxxx X. Xxxxxxxx
Milan Investment Trust
S. Xxxxxx Xxxxxxx
