EXHIBIT 10(ii)
SECOND AMENDMENT TO JOINT VENTURE AGREEMENT
OF
FUND VIII AND FUND IX ASSOCIATES
THIS SECOND AMENDMENT TO JOINT VENTURE AGREEMENT (the "Second Amendment") is
made and entered into as of the 7th day of January, 1997, by and between ▇▇▇▇▇
REAL ESTATE FUND VIII, L.P. ("Fund VIII"), a Georgia limited partnership having
▇▇▇ ▇. ▇▇▇▇▇, III and ▇▇▇▇▇ Partners, L.P., a Georgia limited partnership, as
general partners, and ▇▇▇▇▇ REAL ESTATE FUND IX, L.P. ("Fund IX"), a Georgia
limited partnership also having ▇▇▇ ▇. ▇▇▇▇▇, III and ▇▇▇▇▇ Partners, L.P., a
Georgia limited partnership, as general partners (each of the parties hereto is
referred to herein as a "Venturer" and together as the "Venturers").
W I T N E S S E T H :
WHEREAS, the Venturers have previously formed a joint venture (the "Joint
Venture") pursuant to that certain Joint Venture Agreement of Fund VIII and Fund
IX Associates dated June 10, 1996, as amended by that certain First Amendment to
Joint Venture Agreement of Fund VIII and Fund IX Associates dated October 10,
1996 (collectively, the "Joint Venture Agreement"); and
WHEREAS, the Joint Venture was formed for the acquisition, ownership,
development, leasing, operation, sale and management of certain "Properties"
described on Exhibit "A" to the Joint Venture Agreement; and
WHEREAS, the Joint Venture has previously acquired two properties, one of
which is located in Dane County, Wisconsin, which is described on Exhibit "A" to
the Joint Venture Agreement, and one of which is located in Dallas County,
Texas, which is described on Exhibit "A" to the First Amendment to Joint Venture
Agreement; and
WHEREAS, the Venturers now desire to cause the Venture to acquire a third
property located in Orange County, California, which is more particularly
described on Exhibit "A" to this Second Amendment (the "New Property"), and the
Venturers desire to amend the Joint Venture Agreement to contemplate the
acquisition of the New Property by the Venture.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree, and the Joint Venture Agreement is hereby
amended, as follows:
I.
AMENDMENT TO SECTION 1.23
Section 1.23 of the Joint Venture Agreement is hereby amended and restated in
its entirety as follows:
"1.23 "Property" means any particular tract of land (and all rights and
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appurtenances incident thereto) acquired and owned by the Venture and all
improvements located, constructed or developed thereon, as more
particularly described on Exhibit "A" hereto, as may be amended from time
to time, including that certain real property located in Dane County,
Wisconsin, as more particularly described on Exhibit "A" to the Joint
Venture Agreement, that certain real property located in Dallas County,
Texas, as more particularly described on Exhibit "A" to the First Amendment
to Joint Venture Agreement, and that certain real property located in
Orange County, California, as more particularly described on Exhibit "A" to
the Second Amendment to Joint Venture Agreement."
II.
AMENDMENT TO SECTION 3.1
Section 3.1 of the Joint Venture Agreement is hereby amended and restated in
its entirety as follows:
"3.1 Capital Contributions. The parties hereto hereby acknowledge, agree and
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confirm that, as of December 31, 1996, the amount of aggregate Capital
Contribution made to the Venture by each of the Venturers and the Distribution
Percentage Interest of each of the Venturers was as follows:
Distribution
Capital Percentage
Venturer Contributions Interest
----------- ------------- -------------
Fund VIII $4,725,614 49.88%
Fund IX $4,748,973 50.12%
The Venturers shall make Capital Contributions to the Venture for the
acquisition of the New Property in such relative amounts as are mutually agreed
to by the Venturers, and shall from time to time make such additional Capital
Contributions to the Venture in such amounts as are agreed to by the Venturers."
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III.
AMENDMENT TO EXHIBIT "A"
The Exhibit "A" of the Joint Venture Agreement is hereby amended by adding
Exhibit "A" hereto to, and making said Exhibit "A" hereto a part of, Exhibit "A"
to the Joint Venture Agreement.
IV.
RECERTIFICATION
Except as specifically amended hereby, the Joint Venture Agreement shall
continue and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned Venturers have executed this Second
Amendment to Joint Venture Agreement to Fund VIII and Fund IX Associates under
seal as of the day and year first above written.
▇▇▇▇▇ REAL ESTATE FUND VIII, L.P.
A Georgia Limited Partnership
By: ▇▇▇▇▇ Partners, L.P.
A Georgia Limited Partnership
(As General Partner)
By: ▇▇▇▇▇ Capital, Inc.
A Georgia Corporation
(As General Partner)
Signed, sealed and delivered By: /s/ ▇▇▇ ▇. ▇▇▇▇▇, III
in the presence of: -----------------------------
▇▇▇ ▇. ▇▇▇▇▇, III
President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Unofficial Witness [Corporate Seal]
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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Notary Public
Signed, sealed and delivered By: /s/ ▇▇▇ ▇. ▇▇▇▇▇, III
in the presence of: ----------------------------------------
▇▇▇ ▇. ▇▇▇▇▇, III
General Partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Unofficial Witness
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
----------------------------
Notary Public
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▇▇▇▇▇ REAL ESTATE FUND IX, L.P.
A Georgia Limited Partnership
By: ▇▇▇▇▇ Partners, L.P.
A Georgia Limited Partnership
(As General Partner)
By: ▇▇▇▇▇ Capital, Inc.
A Georgia Corporation
(As General Partner)
Signed, sealed and delivered By: /s/ ▇▇▇ ▇. ▇▇▇▇▇, III
in the presence of: ----------------------------
▇▇▇ ▇. ▇▇▇▇▇, III
President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Unofficial Witness [Corporate Seal]
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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Notary Public
Signed, sealed and delivered By: /s/ ▇▇▇ ▇. ▇▇▇▇▇, III
in the presence of: --------------------------------------
▇▇▇ ▇. ▇▇▇▇▇, III
General Partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Unofficial Witness
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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