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EXHIBIT 10.15.1
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LAREDO CANDLE COMPANY L.L.P
(a Texas registered limited liability partnership)
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FIRST AMENDMENT
to
AGREEMENT
OF
PARTNERSHIP
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Effective as of February 1, 1999
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FIRST AMENDMENT TO AGREEMENT OF PARTNERSHIP
This First Amendment to Agreement of Partnership ("First Amendment") is
entered into effective as of the 1st day of February, 1999, by and between Home
Interiors & Gifts, Inc., a Texas corporation ("HIGI"), and Miracle Candle
Company, a Texas corporation ("Miracle").
BACKGROUND
The HIGI and Miracle are parties to that certain Agreement of
Partnership dated as of December 14, 1998 (the "Agreement"), pursuant to which
Laredo Candle Company L.L.P., a Texas registered limited liability partnership
(the "Partnership"), was formed pursuant to the Texas Revised Partnership Act,
Article 6132b of Title 105 of the Revised Texas Civil Statutes.
The HIGI and Miracle are executing this First Amendment to amend and
supplement the Agreement, as more particularly described below.
SUPPLEMENTAL AGREEMENT
In consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the HIGI and Miracle
agree as follows:
ARTICLE I
DEFINITION OF TERMS
1.01 Definitions Incorporated. Capitalized terms used herein that are
defined (or to which a definition is attributed) in the Agreement are used in
this First Amendment with the meanings ascribed to such terms in the Agreement,
as amended by this First Amendment, unless otherwise defined herein.
ARTICLE II
AMENDMENTS
2.01 Amendment to Section 7.1 of the Agreement. Section 7.1 of the
Agreement is hereby amended as follows:
(a) Section 7.1(x) of the Agreement is hereby amended by deleting
the word "and" as the last word thereof;
(b) Section 7.1(xi) of the Agreement is hereby amended by deleting
the "period" at the end thereof and substituting therefor "; and"; and
(c) Section 7.1 of the Agreement is hereby amended by adding a new
subsection "(xii)" thereto to read in its entirety to read as follows:
(xii) a default by a Partner, which extends beyond any stated
period of grace applicable thereto, under, or in payment or
performance under, any loan agreement, promissory note, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, or
other instrument, agreement or document to which such Partner is a
party that evidences, governs and/or secures all or any part of
any indebtedness or other obligation
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of such Partner and/or any other person or entity (irrespective of
the level or extent of such Partner's personal, recourse liability
for such indebtedness or other obligation) that is secured, in
whole or in part, by any lien or encumbrance on, or security
interest in, or assignment or pledge of, all or any portion of
such Partner's Partnership Interest, or any interest therein,
including, without limitation, the failure, which extends beyond
any stated period of grace applicable thereto, by such Partner to
pay all or any portion of such indebtedness or other obligation
when due, whether on any installment payment date, at stated
maturity, by reason of the acceleration of maturity, or otherwise,
provided, that nothing contained in this Section 7.1(xii) shall be
deemed or construed as a consent by any Partner to, or as a waiver
by any Partner of any of the terms and provisions of this
Agreement relating to, any purported pledge, assignment or other
encumbrance by any other Partner of, or the grant by any other
Partner of any security interest in, all or any portion of such
other Partner's Partnership Interest, or any interest therein.
ARTICLE III
MISCELLANEOUS
3.01 Agreement. The term "Agreement", as used in the Agreement, shall
mean and refer to the Agreement, as amended and supplemented by this First
Amendment.
3.02 Incorporation by Reference. Except to the extent inconsistent with
the express provisions set forth elsewhere in this First Amendment, the
provisions of Article X of the Agreement are incorporated by reference herein
and shall be applicable to this First Amendment in the same manner as if fully
set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment effective as of the date first written above.
HIGI:
HOME INTERIORS & GIFTS, INC.,
a Texas corporation
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
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Title: Vice President of Operations
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MIRACLE:
MIRACLE CANDLE COMPANY,
a Texas corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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