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EXHIBIT 5
AMENDMENT TO AGREEMENT ESTABLISHING
GIDWITZ FAMILY PARTNERSHIP
WHEREAS, by Agreement dated April 1, 1991 (the "Agreement"), each of
the undersigned, among others (collectively, "Partners"), established the
Gidwitz Family Partnership ("the Partnership");
WHEREAS, Section 14.1 of the Agreement provides that except in certain
circumstances which are inapplicable to this Amendment, the terms of the
Agreement can be amended by a written instrument signed by Partners owning 51
percent or more of the Partnership Percentages, and that any such amendment
shall be binding on all Partners, regardless of any lack of legal consideration
for the amendment;
WHEREAS, the undersigned collectively own over 51 percent of the
Partnership Percentages;
WHEREAS, the undersigned desire to amend the Agreement in the manner
hereinafter provided.
NOW, THEREFORE, the undersigned hereby do the following:
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1. Section 1.19 of the Agreement is hereby amended by deleting the
text thereof in its entirety and substituting the following therefor:
"1.19 Transfer. "Transfer" means any conveyance of
an interest in the Partnership, including but not limited to sale,
assignment, gift, bequest, appointment, pledge, hypothecation or grant
of a security interest, or a withdrawal of a partner from the
Partnership; provided, however, that for the purposes of the application
of the provisions of Sections 9.2 through 9.9 hereof, the term
"Transfer" shall not include a Transfer by gift or bequest if such
transfer is to a Permitted Transferee of the transferring Partner."
2. Except to the extent provided in this Amendment, the terms of
the Agreement are hereby ratified and shall remain in full force and effect.
3. Capitalized terms used herein which are not defined herein
shall have the meaning ascribed to such terms in the Agreement.
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IN WITNESS WHEREOF, the undersigned have signed this Amendment
on the 11th day of January, 1996.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
XXXXX X. XXXXXXX IRREVOCABLE
TRUST U/A/D 9/15/90
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Trustee
GG TRUST
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Trustee
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