FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRINCIPAL HOLDINGS I LP

Exhibit 10.16

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED AGREEMENT

OF

LIMITED PARTNERSHIP

OF

PRINCIPAL HOLDINGS I LP

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRINCIPAL HOLDINGS I LP (this "Amendment"), is made as of August 1, 2008, by and among FIG Asset Co. LLC, a Delaware limited liability company, as general partner (the "General Partner"), and the Limited Partners (as defined below). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

WHEREAS, the General Partner and the Limited Partners entered into an Amended and Restated Agreement of Limited Partnership, dated as of February 1, 2007 (the "Partnership Agreement"); and

WHEREAS, the General Partner and the Limited Partners desire to amend the Partnership Agreement on the terms set forth herein.

NOW THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Amendment of Partnership Agreement. Section 4.4(b) of the Partnership Agreement is hereby amended to read in its entirety as follows:

"(b) The Partnership may make the election under Section 754 of the Code in accordance with applicable regulations thereunder."

2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

3. Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.

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IN WITNESS WHEREOF, this Amendment is executed and delivered as of the date first written above by the undersigned, being all of the Partners.

GENERAL PARTNER:

FIG ASSET CO. LLC,
a Delaware limited liability company

By: /s/ Xxxxxx X. Xxxxxxx    
Name: Xxxxxx X. Xxxxxxx
Title: Chief Operating Officer

LIMITED PARTNERS:

/s/ Xxxxxx X. Xxxxx     Xxxxxx X. Xxxxx

/s/ Xxxxxx X. Xxxxx    
Xxxxxx X. Xxxxx, as Trustee of The Xxxxxx X. Xxxxx 2007 Annuity Trust

/s/ Xxxxxx X. Xxxxx    
Xxxxxx X. Xxxxx, as Trustee of The Xxxxx Family 2007 Annuity Trust

/s/ Xxxxx X. Xxxxxx, Xx.    
Xxxxx X. Xxxxxx, Xx.

/s/ Xxxxxxx X. Xxxxxxxxx    
Xxxxxxx X. Xxxxxxxxx

/s/ Xxxxxxx X. Xxxxxxxxx    
Xxxxxxx X. Xxxxxxxxx, as Trustee of The Xxxxxxx Xxxxxxxxx 2007 Annuity Trust

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/s/ Xxxxxxx X. Xxxxxxxxx    
Xxxxxxx X. Xxxxxxxxx, as Trustee of The Novogratz 2007 Family Annuity Trust

/s/ Xxxxxxx X. Xxxxxxxxx    
Xxxxxxx X. Xxxxxxxxx, as Manager of MN1 LLC, a Delaware limited liability company

/s/ Xxxxxx X. Xxxxxxx     Xxxxxx X. Xxxxxxx

/s/ Xxxxxx X. Xxxxxxx    
Xxxxxx X. Xxxxxxx, as Trustee of The Xxxxxx X. Xxxxxxx 2007 Annuity Trust

/s/ Xxxxxx X. Xxxxxxx    
Xxxxxx X. Xxxxxxx, as Trustee of The Xxxxxxx Family 2007 Annuity Trust #1

/s/ Xxxxxx X. Xxxxxxx    
Xxxxxx X. Xxxxxxx, as Trustee of The Xxxxxxx Family 2007 Annuity Trust #2

ALDEL LLC

By/s/ Xxxxxx X. Xxxxxxxx    
Name: Xxxxxx X. Xxxxxxxx
Title: Sole Member

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