Exhibit 10.2
AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
K&M ASSOCIATES L.P.
This Amendment No. 1 (this "Amendment No. 1") to Amended and Restated
Agreement of Limited Partnership of K&M Associates L.P., a Rhode Island limited
partnership (the "Partnership"), is made as of January 1, 2006, by and among
Aimpar, Inc., a New York corporation, as sole general partner of the Partnership
(the "General Partner"), and Ocean State Jewelry, Inc., a Delaware corporation,
Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, as limited partners of the Partnership
(collectively, the "Limited Partners").
WHEREAS, the General Partner and the Limited Partners desire to amend the
Amended and Restated Limited Partnership Agreement of K&M Associates L.P., dated
as of April 1, 1995, by and among the General Partner and the Limited Partners
(the "Limited Partnership Agreement") to, among other things, provide for an
extension of the Limited Partnership Agreement to December 31, 2010, eliminate
the requirement that the financial statements required to be delivered to the
General Partner and the Limited Partners be certified by the independent public
accountant for the Partnership, provide that the Partnership's Chief Financial
Officer, rather than the Partnership's accountant, prepare and deliver to the
General Partner and the Limited Partners certain other financial information and
address certain other administrative matters;
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth herein, and intending to be legally bound
hereby, the General Partner and the Limited Partners agree as follows:
1. Amendment to Section 3. The last sentence of Section 3 of the Limited
Partnership Agreement shall be replaced in its entirety to read as
follows:
"The resident agent shall be a natural person who is a resident of
the State of Rhode Island, a Rhode Island domestic corporation, or a
Rhode Island foreign corporation authorized to do business in the
State of Rhode Island, as may be determined from time to time by
AIM."
2. Amendment to Section 5. Section 5 of the Limited Partnership Agreement is
hereby amended by replacing the reference to December 31, 2005 with
December 31, 2010.
3. Amendment to Section 11.2. Section 11.2 of the Limited Partnership
Agreement is hereby replaced in its entirety to read as follows:
"As soon as practicable after the end of each Fiscal Year, the Chief
Financial Officer of the Partnership shall furnish each General
Partner and Limited Partner with a copy of the balance sheet of the
Partnership as of the last day of such Fiscal Year and a statement
of income or loss of the Partnership for such Fiscal Year. The Chief
Financial Officer of the Partnership shall also prepare and deliver
a statement showing the amounts allocated against the Capital
Accounts and Special Accounts, if any, of such General Partner or
Limited Partner pursuant to this Agreement during or in respect of
such Fiscal Year, the Partner's share of Profits and Losses and the
Partner's Special Return, if any, for such Fiscal Year, and any
items of income, gain, deduction, credit or loss allocated to the
Partner for purposes of the Code, pursuant to this Agreement."
4. Amendment to Section 17.2. Section 17.2 of the Limited Partnership
Agreement is hereby amended by replacing the reference to Xx. Xxxxxx
Xxxxxx with Xx. Xxxxxxxx Xxxxx.
5. Continued Effectiveness of Limited Partnership Agreement. Except as
amended by this Amendment No. 1, the Limited Partnership Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
6. Governing Law. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Rhode Island without giving
effect to the principles of conflict of laws thereof that would require
the application of any other law.
7. Enforceability. If any term or provision of this Amendment No. 1 is held
by a court of competent jurisdiction or other authority to be invalid,
illegal or unenforceable, the remainder of the terms and provisions of
this Amendment No. 1 shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
8. Counterparts. This Amendment No. 1 may be executed in separate
counterparts, each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument.
[Signature Page To Follow]
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IN WITNESS WHEREOF, this Amendment No. 1 has been executed as of the day
and year first above written.
GENERAL PARTNER:
AIMPAR, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
LIMITED PARTNERS:
OCEAN STATE JEWELRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
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