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EXHIBIT 3.1
THIRTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
OF SUMMIT PROPERTIES PARTNERSHIP, L.P.
This THIRTEENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT
PROPERTIES PARTNERSHIP, L.P. (this "Amendment") dated as of October 31st , 1998,
is entered into by and among Summit Properties Inc. (the "Company") and the
Persons whose names are set forth on Exhibit A or Exhibit B as attached hereto.
All capitalized terms contained herein and not otherwise defined herein shall
have the meaning attributed to them in the Agreement.
WHEREAS, the Company and the Persons whose names are set forth on
Exhibit A, other than the New Partners (the "Existing 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 Partnership is to receive a contribution of partnership
interests in seven (7) limited partnerships in exchange for each of the Persons
whose names are set forth on Exhibit B (the "New Partners"), being admitted to
the Partnership as an Additional Limited Partner pursuant to Section 12.2 of the
Agreement and receiving the Partnership Units set forth opposite their names on
Exhibit B attached hereto; and
WHEREAS, the Company, the Existing Partners and the New Partners desire
to cause the Agreement to be amended to reflect the admission of the New
Partners and the issuance of the Partnership Units to the New Partners.
NOW, THEREFORE, in accordance with the provisions of Section 4.2,
Section 12.2 and Section 12.3 of the Agreement, the Agreement is hereby amended
(a) to admit as an Additional Limited Partner each of the New Partners and (b)
to substitute the Exhibit A attached hereto for the 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.
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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
EXISTING PARTNERS:
Those persons listed on Exhibit
A attached hereto other than
the New Partners
By: Summit Properties Inc., their attorney-in-fact
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
SIGNATURE PAGE
TO BE EXECUTED BY EACH ADDITIONAL LIMITED PARTNER
The undersigned hereby executes this Signature Page to the Agreement of
Limited Partnership dated as of January 29, 1994, as subsequently amended (the
"Agreement") of Summit Properties Partnership, L.P., a Delaware limited
partnership, for the purpose of being admitted to said Limited Partnership, as a
Limited Partner, and the undersigned does further hereby adopt, accept, ratify,
confirm and agree to be bound by all of the terms and conditions of said
Agreement applicable to it as a Limited Partner, including, without limitation,
the provisions of Section 2.4 and any other provision of the Agreement
appointing the General Partner or the Liquidator (as those terms are defined in
the Agreement) as attorney-in-fact for the undersigned.
KW LIMITED PARTNERSHIP,
an Ohio general partnership
By: /s/ Xxxxxxxx X. Xxxx, Xx.
----------------------------------
Xxxxxxxx X. Xxxx, Xx.,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxx,
General Partner
By: /s/ X.X. Xxxxxxxx, Xx.
----------------------------------
X.X. Xxxxxxxx, Xx.,
General Partner
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
SIGNATURE PAGE
TO BE EXECUTED BY EACH ADDITIONAL LIMITED PARTNER
The undersigned hereby executes this Signature Page to the Agreement of
Limited Partnership dated as of January 29, 1994, as subsequently amended (the
"Agreement") of Summit Properties Partnership, L.P., a Delaware limited
partnership, for the purpose of being admitted to said Limited Partnership, as a
Limited Partner, and the undersigned does further hereby adopt, accept, ratify,
confirm and agree to be bound by all of the terms and conditions of said
Agreement applicable to it as a Limited Partner, including, without limitation,
the provisions of Section 2.4 and any other provision of the Agreement
appointing the General Partner or the Liquidator (as those terms are defined in
the Agreement) as attorney-in-fact for the undersigned.
LAD LIMITED PARTNERSHIP, an Ohio
limited partnership
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx,
General Partner
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx,
General Partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxx,
General Partner
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
SIGNATURE PAGE
TO BE EXECUTED BY EACH ADDITIONAL LIMITED PARTNER
The undersigned hereby executes this Signature Page to the Agreement of
Limited Partnership dated as of January 29, 1994, as subsequently amended (the
"Agreement") of Summit Properties Partnership, L.P., a Delaware limited
partnership, for the purpose of being admitted to said Limited Partnership, as a
Limited Partner, and the undersigned does further hereby adopt, accept, ratify,
confirm and agree to be bound by all of the terms and conditions of said
Agreement applicable to it as a Limited Partner, including, without limitation,
the provisions of Section 2.4 and any other provision of the Agreement
appointing the General Partner or the Liquidator (as those terms are defined in
the Agreement) as attorney-in-fact for the undersigned.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
XXXXXXX X. XXXXXXXX
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
SIGNATURE PAGE
TO BE EXECUTED BY EACH ADDITIONAL LIMITED PARTNER
The undersigned hereby executes this Signature Page to the Agreement of
Limited Partnership dated as of January 29, 1994, as subsequently amended (the
"Agreement") of Summit Properties Partnership, L.P., a Delaware limited
partnership, for the purpose of being admitted to said Limited Partnership, as a
Limited Partner, and the undersigned does further hereby adopt, accept, ratify,
confirm and agree to be bound by all of the terms and conditions of said
Agreement applicable to it as a Limited Partner, including, without limitation,
the provisions of Section 2.4 and any other provision of the Agreement
appointing the General Partner or the Liquidator (as those terms are defined in
the Agreement) as attorney-in-fact for the undersigned.
MILAN INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx,
Trustee
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SUMMIT PROPERTIES PARTNERSHIP, L.P.
SIGNATURE PAGE
TO BE EXECUTED BY EACH ADDITIONAL LIMITED PARTNER
The undersigned hereby executes this Signature Page to the Agreement of
Limited Partnership dated as of January 29, 1994, as subsequently amended (the
"Agreement") of Summit Properties Partnership, L.P., a Delaware limited
partnership, for the purpose of being admitted to said Limited Partnership, as a
Limited Partner, and the undersigned does further hereby adopt, accept, ratify,
confirm and agree to be bound by all of the terms and conditions of said
Agreement applicable to it as a Limited Partner, including, without limitation,
the provisions of Section 2.4 and any other provision of the Agreement
appointing the General Partner or the Liquidator (as those terms are defined in
the Agreement) as attorney-in-fact for the undersigned.
/s/ S. Xxxxxx Xxxxxxx
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S. XXXXXX XXXXXXX
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EXHIBIT A
Partners and Ownership Percentages
[to be provided by Xxxx Xxxxx]
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EXHIBIT B
Names Number of Units
----- ---------------
KW Limited Partnership
LAD Limited Partnership
Xxxxxxx X. Xxxxxxxx
Milan Investment Trust
S. Xxxxxx Xxxxxxx
