EXHIBIT 16
Amendment No. 1 dated as of November 15, 1992 to Agreement of Limited
Partnership of the Purchaser
AMENDMENT NO. 1
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
DWG ACQUISITION GROUP, L.P.
Amendment No. 1, dated as of November 15, 1992, by and among
Xxxxxx Xxxxx and Xxxxx X. May, as general partners (the "General
Partners"), and Xxxxxx Xxxxx and Xxxxx X. May, as limited partners (the
"Initial Limited Partners").
The General Partners and the Initial Limited Partners
(collectively, the "Partners") are parties to an Agreement of Limited
Partnership of DWG Acquisition Group, L.P. dated as of September 25,
1992 (the "Original Agreement"), pursuant to which they became Partners
and formed a limited partnership under and in accordance with the
Delaware Revised Uniform Limited Partnership Act (6 DEL. C.
17-101, ET SEQ.).
The Partners desire to amend the Original Agreement as
provided in this Amendment No. 1.
NOW, THEREFORE, the Partners, in consideration of the premises
and the mutual covenants contained herein, hereby agree as follows:
1. Article 6 of the Original Agreement is hereby amended and
restated as follows:
"6. POWERS OF GENERAL PARTNERS; OFFICERS; INDEMNITY.
6.1 POWERS OF GENERAL PARTNERS. The powers of the
General Partners include all powers, statutory or otherwise, possessed
by general partners under the laws of the State of Delaware.
6.2 OFFICERS OF THE PARTNERSHIP. Except as
otherwise determined by the General Partners, the Partnership may have
officers, who shall (i) serve at the pleasure of the General Partners,
(ii) have such powers as are usually exercised by comparably designated
officers of a Delaware corporation and (iii) have the power to bind the
Partnership through the exercise of such powers to the extent consistent
with the terms hereof. Initially, the Partnership shall establish the
office set forth below and the person listed opposite such office shall
be appointed to such office:
Senior Vice President Xxxxxxx X. Xxxxxxxx, Xx.-- Legal Affairs
6.3 INDEMNIFICATION. To the fullest extent permitted by
law, the Partnership shall indemnify, hold harmless, protect and defend
each of the Partners (including each of the General Partners), officers,
employees and agents of the Partnership (collectively, the
"Indemnitees"), against any losses, claims, damages or liabilities,
including, without limitation, legal or other expenses incurred in
investigating or defending against any such
loss, claim, damages or liability, and any amounts expended in settlement of
any claim (collectively, "Liabilities"), to which any Indemnitee may become
subject by reason of any act or omission (even if negligent or grossly
negligent) performed or omitted to be performed on behalf of the
Partnership or by reason of the fact that he or it is or was a Partner,
officer, employee or agent of the Partnership or is or was serving at
the request of the Partnership as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, unless such Liability results from such Indemnitee's own
willful malfeasance, fraud or willful violation of this Agreement. The
provisions of this Section 6.3 shall continue to afford protection to
each Indemnitee regardless of whether such Indemnitee remains a Partner,
officer, employee or agent of the Partnership."
2. Except as specifically set forth in this Amendment No. 1,
the Original Agreement shall remain unmodified and in full force and
effect and is hereby ratified, as amended by this Amendment No. 1.
3. This Amendment No. 1 shall be governed by, and construed
in accordance with, the laws of the State of Delaware, applicable to
agreements made and to be performed entirely within such State.
IN WITNESS WHEREOF, the Parties hereto have duly executed and
delivered this Amendment No. 1 as of the day and year first above
written.
GENERAL PARTNERS:
/S/ XXXXXX XXXXX
------------------------------
Xxxxxx Xxxxx
/S/ XXXXX X. MAY
------------------------------
Xxxxx X. May
LIMITED PARTNERS:
/S/ XXXXXX XXXXX
------------------------------
Xxxxxx Xxxxx
/S/ XXXXX X. MAY
------------------------------
Xxxxx X. May
