AMENDMENT NO. 1
TO
MANAGEMENT AGREEMENT
This Amendment No. 1 to the Management Agreement (this "Amendment") is
made and entered into as of June __, 1998 by and among Xxxxx Industries, Inc.
(the "Company") and X.X. Xxxxxx & Company, Inc. (the "Advisor"). Except as
otherwise provided herein, capitalized terms used herein will have the meanings
ascribed to them in the Management Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Company and the Advisor entered into that certain
Management Agreement dated as of August 20, 1997 (the "Agreement"), pursuant to
which the parties agreed, among other things, that the Advisor shall be entitled
to receive an Annual Fee for certain management services rendered by the Advisor
to the Company in accordance with the terms of Section 1(b) of the Agreement;
WHEREAS, the Company and the Advisor also entered into that certain
Management Services Agreement dated as of June 18, 1998 (the "Management
Services Agreement"), effective as of August 20, 1997, which sets forth in
greater detail the management services to be provided by the Advisor to the
Company and the fees to be paid to the Advisor in connection with the provision
of those services; and
WHEREAS, the Company and the Advisor now desire to amend the Agreement
to delete Section 1(b) from the Agreement, effective as of August 20, 1997, and
to replace the matters discussed therein with the Management Services Agreement.
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the premises
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Section 1(b) of the Agreement is hereby amended in its entirety
to read:
"(b) Intentionally left blank."
2. This Amendment may be executed in one or more counterparts, all
of which will constitute one and the same instrument.
3. Except as amended hereby, the Agreement shall continue in full
force and effect.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment as of the date first above written.
XXXXX INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
X.X. XXXXXX & COMPANY, INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Principal
