THIRD AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP
This Third Amendment to Agreement of General Partnership
effective as of the 15th day of February, 1995 by and among: (i)
Xxxxxxx X. Best ("RCB"), as a General Partner holding Class A
units of interest ("Class A Units") in the Best Lock Partnership,
an Indiana general partnership, (the "Partnership"); (ii) Xxxxxx
X. Best Company, Inc., an Indiana corporation ("WEBCO"), as a
General Partner holding Class A Units in the Partnership; and
(iii) Best Lock Corporation, a Delaware corporation ("BLC"), as a
General Partner holding Class B units of interest ("Class B
Units") in the Partnership.
WHEREAS, BLC desires to contribute $1,061,191.92 in cash to
the capital of the Partnership to acquire 12,583.08 additional
Class B Units;
WHEREAS, Xxxxxxx X. Best, in his capacity as a General
Partner holding Class A Units in the Partnership, and WEBCO, in
its capacity as a General Partner holding Class A Units in the
Partnership, are agreeable to the issuance by the Partnership to
BLC of 12,583.08 additional Class B Units upon BLC's payment to
the Partnership of $1,061,191.92;
WHEREAS, Xxxxxxx X. Best, WEBCO, and BLC desire to remain
bound by the terms of the Agreement of General Partnership, as
amended by the First Amendment to Agreement of General
Partnership dated February 15, 1995; the Second Amendment to
Agreement of General Partnership dated February 15, 1995; and
this Third Amendment to Agreement of General Partnership, (the
"Agreement"); and
WHEREAS, Xxxxxxx X. Best, WEBCO, and BLC desire to reflect
their agreement in writing.
NOW, THEREFORE, each of the parties, in consideration of the
acts and promises of the other, agrees as follows:
Section 1. Issuance to BLC of Additional 12,582.31 Class B
Units. BLC hereby contributes $1,061,191.92 in cash to the
Partnership's capital. In return, the Partnership hereby issues
to BLC 12,583.08 additional Class B Units. After this issuance,
the total number of Class B Units held by BLC will be 66,192.68.
Section 2. Amendment of Schedule A. Schedule A of the
Agreement of General Partnership is amended and restated in its
entirety as shown on Exhibit 1, which is attached hereto and made
a part hereof.
Section 3. Agreement of Partners to Remain Bound by the
Terms of the Agreement. Each of RCB, WEBCO, and BLC has
acknowledged its or his agreement to remain bound by the terms of
this Agreement.
Section 4. Ratification of Other Provisions of Agreement of
General Partnership. Unless expressly amended hereby, all terms
and provisions of the Agreement of General Partnership dated
February 13, 1995, as amended by the First Amendment to Agreement
of General Partnership dated February 15, 1995 and by the Second
Amendment to Agreement of General Partnership dated February 15,
1995, are hereby ratified and shall remain in full force and
effect.
This Third Amendment to Agreement of General Partnership is
entered into as of the date above written.
CLASS A GENERAL PARTNERS
/s/ Xxxxxxx X. Best
--------------------------
Xxxxxxx X. Best
XXXXXX X. BEST COMPANY, INC.
By: /s/ Xxxxxx X. Best
----------------------
Xxxxxx X. Best, President
CLASS B GENERAL PARTNERS
BEST LOCK CORPORATION
By: /s/ Xxxxxxx X. Best
-----------------------
Xxxxxxx X. Best,
Chief Executive Officer
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, in his capacity as a General
Partner holding Class A Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Third Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 14th day of February,
1995.
My Commission Expires:
5-25-95 /s/ Xxxxxxxx Xxxxxxxx
------------- -------------------------------
Notary Public
My County of Residence:
Xxxxxxx Xxxxxxxx Xxxxxxxx
------------------------ -------------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, President of Xxxxxx X. Best
Company, Inc., a General Partner holding Class A Units in the
Best Lock Partnership, who acknowledged the execution of the
foregoing Third Amendment to Agreement of General Partnership,
and who, having been duly sworn, stated that all matters referred
to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, Chief Executive Officer of
Best Lock Corporation, a General Partner holding Class B Units in
the Best Lock Partnership, who acknowledged the execution of the
foregoing Third Amendment to Agreement of General Partnership,
and who, having been duly sworn, stated that all matters referred
to therein are true.
WITNESS my hand and Notarial Seal this 14th day of February,
1995.
My Commission Expires:
5-25-95 /s/ Xxxxxxxx Xxxxxxxx
------------- -------------------------------
Notary Public
My County of Residence:
Xxxxxxx Xxxxxxxx Xxxxxxxx
------------------------ -------------------------------
Printed
EXHIBIT 1
Amended Schedule A
Capital Contribution
Number and
Type of
Partnership Percentage
Name
Residence Description of Property Value Units Interest
Class A General
Partners
Xxxxxxx X. Best 000 Xxxxx Xxxxx Xxxxx 2,500 shares of $73,400 734 0.96%
Xxxxxxxxxx, XX 00000 common stock of Class A Units
Xxxxx X. Best, Inc.
Xxxxxx X. Best 0000 Xxxx 00xx Xxxxxx 31,188.21 shares of $915,686.01 9,156.86 12.04%
Company, Inc. Xxxxxxxxxxxx, XX 00000 common stock of Class A Units
Xxxxx X. Best, Inc.
Class B General
Partners
Best Lock 0000 Xxxx 00xx Xxxxxx 1. Assignee of interest $5,582,625.59 66,192.68 87.00%
Corporation Xxxxxxxxxxxx, XX 00000 2. Contributed
$1,061,191.92 Class B Units
SECOND AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP
This Second Amendment to Agreement of General Partnership
effective as of the 15th day of February, 1995 by and among: (i)
Xxxxxxx X. Best ("RCB"), as a General Partner holding Class A
units of interest ("Class A Units") in the Best Lock Partnership,
an Indiana general partnership, (the "Partnership"); (ii) Xxxxxx
X. Best Company, Inc., an Indiana corporation, ("WEBCO"), as a
General Partner holding Class A Units in the Partnership; and
(iii) each of the following persons (collectively the
"Transferring Partners" and individually a "Transferring
Partner"), as a General Partner holding Class B units of interest
("Class B Units") in the Partnership: the Xxxxxx X. Best
Revocable Trust, Xxxxxx X. Best, Trustee; the Xxxx X. Best
Revocable Trust, Xxxx X. Best, Trustee; Xxxxxx X. Best; Xxxxxx
Best; Xxxxxxx X. Best; Amber Best; Xxxxxxxx X. Best; and Xxxxxx
Best.
WHEREAS, each of the Transferring Partners desires to
transfer all of its, his, or her Class B Units in the Partnership
to Best Lock Corporation, a Delaware corporation, ("BLC");
WHEREAS, Xxxxxxx X. Best, in his capacity as a General
Partner holding Class A Units in the Partnership, and WEBCO, in
its capacity as a General Partner holding Class A Units in the
Partnership, are agreeable to the assignments by the Transferring
Partners of all of their Class B Units to BLC and the admission
of BLC as an additional partner of the Partnership;
WHEREAS, BLC desires to be admitted to the Partnership as a
General Partner holding Class B Units and desires to be bound by
the terms of the Agreement of General Partnership, as amended by
the First Amendment to Agreement of General Partnership dated
February 15, 1995 and by this Second Amendment, (the
"Agreement"); and
WHEREAS, Xxxxxxx X. Best, WEBCO, the Transferring Partners,
and BLC desire to reflect their agreement in writing.
NOW, THEREFORE, each of the parties, in consideration of the
acts and promises of the other, agrees as follows:
Section 1. Transfers by Transferring Partners of Class B
Units. The transfer to BLC by each of the Transferring Partners
noted below of the number of Class B Units of interest in the
Partnership noted below is approved:
Transferring Partner Number of Class B Units
Transferred to BLC
Xxxxxx X. Best Revocable Trust,
Xxxxxx X. Best, Trustee 41,884.30
Xxxx X. Best Revocable Trust, 1,710.61
Xxxx X. Best, Trustee
Xxxxxx X. Best 2,968.03
Xxxxxx Best 370.20
Xxxxxxx X. Best 2,968.03
Amber Best 370.20
Xxxxxxxx X. Best 2,968.03
Xxxxxx Best 370.20
Section 2. Admission of BLC as Additional Partner. BLC is
admitted to the Partnership as a General Partner holding
53,609.60 Class B Units of interest in the Partnership.
Section 3. Amendment of Schedule A. Schedule A of the
Agreement of General Partnership is amended and restated in its
entirety as shown on Exhibit 1, which is attached hereto and made
a part hereof.
Section 4. Agreement of BLC to be Bound by the Terms of the
Agreement. BLC has acknowledged its agreement to be bound by the
terms of this Agreement.
Section 5. Ratification of Other Provisions of Agreement of
General Partnership. Unless expressly amended hereby, all terms
and provisions of the Agreement of General Partnership dated
February 13, 1995, as amended by the First Amendment to Agreement
of General Partnership dated February 15, 1995, are hereby
ratified and shall remain in full force and effect.
This Second Amendment to Agreement of General Partnership is
entered into as of the date above written.
CLASS A GENERAL PARTNERS
/s/ Xxxxxxx X. Best
------------------------
Xxxxxxx X. Best
XXXXXX X. BEST COMPANY, INC.
Witness: By: /s/ Xxxxxx X. Best
/s/ --------------------
------------------ Xxxxxx X. Best, President
CLASS B GENERAL PARTNERS
/s/ Xxxxxx X. Best
-------------------------
Xxxxxx X. Best Revocable Trust,
Xxxxxx X. Best, Trustee
/s/ Xxxx X. Best
--------------------------
Xxxx X. Best Revocable Trust,
Xxxx X. Best, Trustee
/s/ Xxxxxx X. Best
--------------------------
Xxxxxx X. Best
/s/ Xxxxxx Best
--------------------------
Xxxxxx Best
/s/ Xxxxxxx X. Best
--------------------------
Xxxxxxx X. Best
/s/ Amber Best
--------------------------
Amber Best
/s/ Xxxxxxxx X. Best
--------------------------
Xxxxxxxx X. Best
/s/ Xxxxxx Best
---------------------------
Xxxxxx Best
Agreement of Additional Partner
In consideration for admission as a General Partner holding
Class B Units of interest in the Best Lock Partnership, Best Lock
Corporation agrees to be bound by all provisions of the Agreement
of General Partnership of the Best Lock Partnership, as amended
by the First Amendment to Agreement of General Partnership dated
February 15, 1995 and as amended by this Second Amendment to
Agreement of General Partnership dated February 15, 1995.
Dated this 15th day of February, 1995.
BEST LOCK CORPORATION
Attest: /s/ By: /s/ Xxxxxxx X. Best
---------------------------
Xxxxxxx X. Best, Chief
Executive Officer
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, in his capacity as a General
Partner holding Class A Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 14th day of February,
1995.
My Commission Expires:
5-25-96 /s/ Xxxxxxxx Xxxxxxxx
---------------------- ------------------------
Notary Public
My County of Residence:
Xxxxxxx Xxxxxxxx Xxxxxxxx
---------------------- ------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, President of Xxxxxx X. Best
Company, Inc., in its capacity as a General Partner holding Class
A Units in the Best Lock Partnership, who acknowledged the
execution of the foregoing Second Amendment to Agreement of
General Partnership, and who, having been duly sworn, stated that
all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, Trustee of the Xxxxxx X. Best
Revocable Trust, in his capacity as a General Partner holding
Class B Units in the Best Lock Partnership, who acknowledged the
execution of the foregoing Second Amendment to Agreement of
General Partnership, and who, having been duly sworn, stated that
all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxx X. Best, Trustee of the Xxxx X. Best
Revocable Trust, in her capacity as a General Partner holding
Class B Units in the Best Lock Partnership, who acknowledged the
execution of the foregoing Second Amendment to Agreement of
General Partnership, and who, having been duly sworn, stated that
all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, in his capacity as a General
Partner holding Class B Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx Best, in her capacity as a General
Partner holding Class B Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15ath day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, in his capacity as a General
Partner holding Class B Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Amber Best, in her capacity as a General
Partner holding Class B Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxxx X. Best, in his capacity as a
General Partner holding Class B Units in the Best Lock
Partnership, who acknowledged the execution of the foregoing
Second Amendment to Agreement of General Partnership, and who,
having been duly sworn, stated that all matters referred to
therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx Best, in her capacity as a General
Partner holding Class B Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, Chief Executive Officer of
Best Lock Corporation, in its capacity as a General Partner
holding Class B Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing Second Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
5-25-96 /s/ Xxxxxxxx Xxxxxxxx
---------------------- ------------------------
Notary Public
My County of Residence:
Xxxxxxx Xxxxxxxx Xxxxxxxx
----------------------- -------------------------
Printed
EXHIBIT 1
Amended Schedule A
Capital Contribution
Number and
Type of
Partnership Percentage
Name
Residence Description of Property Value Units Interest
Class A General
Partners
Xxxxxxx X. Best 000 Xxxxx Xxxxx Xxxxx 2,500 shares of $73,400 734 1.16%
Xxxxxxxxxx, XX 00000 common stock Class A Units
of Xxxxx X. Best, Inc.
Xxxxxx X. Best 0000 Xxxx 00xx Xxxxxx 31,188.21 shares of $915,686.01 9,156.86 14.42%
Company, Inc. Xxxxxxxxxxxx, XX 00000 common stock Class A Units
of Xxxxx X. Best, Inc.
Class B General
Partners
Best Lock 0000 Xxxx 00xx Xxxxxx Assignee of interest $4,521,433.67 53,609.60 84.42%
Corporation Xxxxxxxxxxxx, XX 00000 Class B Units
FIRST AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP
This First Amendment to Agreement of General Partnership
effective as of the 15th day of February, 1995 by and among: (i)
Xxxxxxx X. Best ("RCB"), as a General Partner holding Class A
units of interest ("Class A Units") in the Best Lock Partnership,
an Indiana general partnership, (the "Partnership"); (ii) Xxxxxx
X. Best Company, Inc., an Indiana corporation, ("WEBCO"), as a
General Partner holding Class A Units in the Partnership; and
(iii) WEBCO, as a General Partner holding Class B units of
interest ("Class B Units") in the Partnership.
WHEREAS, WEBCO, in its capacity as the holder of Class B
Units in the Partnership, desires to transfer all of its Class B
Units to the following persons (the "Redeeming WEBCO
Shareholders") as consideration for the redemption of their WEBCO
shares: (i) the Xxxxxx X. Best Revocable Trust, Xxxxxx X. Best,
Trustee; (ii) the Xxxx X. Best Revocable Trust, Xxxx X. Best,
Trustee; (iii) Xxxxxx X. Best; (iv) Xxxxxx Best; (v) Xxxxxxx X.
Best; (vi) Amber Best; (vii) Xxxxxxxx X. Best; and (viii) Xxxxxx
Best; and
WHEREAS, Xxxxxxx X. Best, in his capacity as a General
Partner holding Class A Units in the Partnership, and WEBCO, in
its capacity as a General Partner holding Class A Units in the
Partnership, are agreeable to the assignment by WEBCO of all of
its Class B Units to the Redeeming Shareholders and the admission
of each of the Redeeming Shareholders as an additional partner of
the Partnership; and
WHEREAS, each of the Redeeming Shareholders desires to be
admitted to the Partnership as a General Partner holding Class B
Units and desires to be bound by the terms of the Agreement of
General Partnership, as amended by this First Amendment, (the
"Agreement"); and
WHEREAS, Xxxxxxx X. Best, WEBCO, and the Redeeming
Shareholders desire to reflect their agreement in writing.
NOW, THEREFORE, each of the parties, in consideration of the
acts and promises of the other, agrees as follows:
Section 1. Transfer by WEBCO of Class B Units. The
transfer by WEBCO of Class B Units of interest in the Partnership
to the following persons in the following amounts is approved:
Transferee Number of Class B Units
Xxxxxx X. Best Revocable Trust,
Xxxxxx X. Best, Trustee 41,884.30
Xxxx X. Best Revocable Trust,
Xxxx X. Best, Trustee 1,710.61
Xxxxxx X. Best 2,968.03
Xxxxxx Best 370.20
Xxxxxxx X. Best 2,968.03
Amber Best 370.20
Xxxxxxxx X. Best 2,968.03
Xxxxxx Best 370.20
---------
Total 53,609.6000
Section 2. Admission of Persons as Additional Partners.
Each of the eight persons identified in Section 1 hereof as a
transferee is admitted to the Partnership as a General Partner
holding the number of Class B Units of interest in the
Partnership set opposite its, his, or her name in Section 1
hereof.
Section 3. Amendment of Schedule A. Schedule A of the
Agreement of General Partnership is amended and restated in its
entirety as shown on Exhibit 1, which is attached hereto and made
a part hereof.
Section 4. Agreement of Redeeming Shareholders to be Bound
by the Terms of the Agreement. Each of the Redeeming
Shareholders admitted hereby as a General Partner of the
Partnership has acknowledged its, his, or her agreement to be
bound by the terms of this Agreement.
Section 5. Ratification of Other Provisions of Agreement of
General Partnership. Unless expressly amended hereby, all terms
and provisions of the Agreement of General Partnership dated
February 13, 1995 are hereby ratified and shall remain in full
force and effect.
This First Amendment to Agreement of General Partnership is
entered into as of the date above written.
CLASS A GENERAL PARTNERS
/s/ Xxxxxxx X. Best
---------------------------
Xxxxxxx X. Best
XXXXXX X. BEST COMPANY, INC.
Witness: /s/ By: /s/ Xxxxxx X. Best
-----------------------
Xxxxxx X. Best, President
CLASS B GENERAL PARTNERS
XXXXXX X. BEST COMPANY, INC.
Attest: /s/ By: /s/ Xxxxxx X. Best
-----------------------------
Xxxxxx X. Best, President
Agreement of Additional Partners
In consideration for admission as a General Partner holding
Class B Units of interest in the Best Lock Partnership, each of
the undersigned agrees to be bound by all provisions of the
Agreement of General Partnership of the Best Lock Partnership, as
amended.
Dated this 15th day of February, 1995.
/s/ Xxxxxx X. Best
------------------------------
Xxxxxx X. Best Revocable Trust,
Xxxxxx X. Best, Trustee
/s/ Xxxx X. Best
------------------------------
Xxxx X. Best Revocable Trust,
Xxxx X. Best, Trustee
/s/ Xxxxxx X. Best
------------------------------
Xxxxxx X. Best
/s/ Xxxxxx Best
------------------------------
Xxxxxx Best
/s/ Xxxxxxx X. Best
------------------------------
Xxxxxxx X. Best
/s/ Amber Best
------------------------------
Amber Best
/s/ Xxxxxxxx X. Best
------------------------------
Xxxxxxxx X. Best
/s/ Xxxxxx Best
------------------------------
Xxxxxx Best
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, in his capacity as a General
Partner holding Class A Units in the Best Lock Partnership, who
acknowledged the execution of the foregoing First Amendment to
Agreement of General Partnership, and who, having been duly
sworn, stated that all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 14th day of February,
1995.
My Commission Expires:
5-25-95 /s/ Xxxxxxxx Xxxxxxxx
------------- -------------------------------
Notary Public
My County of Residence:
Xxxxxxx Xxxxxxxx Xxxxxxxx
------------------------ -------------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, President of Xxxxxx X. Best
Company, Inc., as a General Partner holding Class A Units and as
a General Partner holding Class B Units in the Best Lock
Partnership, who acknowledged the execution of the foregoing
First Amendment to Agreement of General Partnership, and who,
having been duly sworn, stated that all matters referred to
therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
----------------------- -----------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- -----------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, Trustee of the Xxxxxx X. Best
Revocable Trust, who acknowledged the execution of the foregoing
First Amendment to Agreement of General Partnership, and who,
having been duly sworn, stated that all matters referred to
therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxx X. Best, Trustee of the Xxxx X. Best
Revocable Trust, who acknowledged the execution of the foregoing
First Amendment to Agreement of General Partnership, and who,
having been duly sworn, stated that all matters referred to
therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Best, who acknowledged the
execution of the foregoing First Amendment to Agreement of
General Partnership, and who, having been duly sworn, stated that
all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx Best, who acknowledged the execution
of the foregoing First Amendment to Agreement of General
Partnership, and who, having been duly sworn, stated that all
matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxx X. Best, who acknowledged the
execution of the foregoing First Amendment to Agreement of
General Partnership, and who, having been duly sworn, stated that
all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Amber Best, who acknowledged the execution of
the foregoing First Amendment to Agreement of General
Partnership, and who, having been duly sworn, stated that all
matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxxxx X. Best, who acknowledged the
execution of the foregoing First Amendment to Agreement of
General Partnership, and who, having been duly sworn, stated that
all matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx Best, who acknowledged the execution
of the foregoing First Amendment to Agreement of General
Partnership, and who, having been duly sworn, stated that all
matters referred to therein are true.
WITNESS my hand and Notarial Seal this 15th day of February,
1995.
My Commission Expires:
9-10-95 /s/ Xxxxx Xxxx Xxxxxx
---------------------- ---------------------------
Notary Public
My County of Residence:
Xxxxxxxxx Xxxxx Xxxx Xxxxxx
----------------------- ----------------------------
Printed
SCHEDULE A
Capital Contribution
Number and
Type of
Partnership Percentage
Name
Residence Description of Property Value Units Interest
Class A General Partners
Xxxxxxx X. Best 000 Xxxxx Xxxxx Xxxxx 2,500 shares of $73,400 734 1.16%
Xxxxxxxxxx, XX 00000 common Stock of Class A Units
Xxxxx X. Best, Inc.
Xxxxxx X. Best 0000 Xxxx 00xx Xxxxxx 31,188.21 shares of $915,686.01 9,156.86 14.42%
Company, Inc. Xxxxxxxxxxxx, XX 00000 common stock of Class A Units
Xxxxx X. Best, Inc.
Class B General
Partners
Xxxxxx X. Best 0000 Xxxxxxxx Xxxxx Assignee of interest $3,532,521 41,884.30 65.9559%
Revocable Trusst, Xxxxxxxxxxxx, XX 00000 Class B Units
Xxxxxx X. Best,
Trustee
Xxxx X. Best 0000 Xxxxxxxx Xxxxx Assignee of interest $144,272 1,710.61 2.6937%
Revocable Trust, Xxxxxxxxxxxx, XX 00000 Class B Units
Xxxx X. Best,
Trustee
Xxxxxx X. Best 0000 Xxxxxx Xxxxxx Assignee of interest $250,323 2,968.03 4.6738%
Xxxxxxxxxxxx, XX 00000 Class B Units
Xxxxxx Best 0000 Xxxxxx Xxxxxx Assignee of interest $31,223 370.20 .5829%
Xxxxxxxxxxxx, XX 00000 Class B Units
Xxxxxxx X. Best 00000 Xxxxxxxx Xxxxx Assignee of interest $250,323 2,968.03 4.6738%
Xxxxxxxxxxxx, XX 00000 Class B Units
Amber Best 00000 Xxxxxxxx Xxxxx Assignee of interest $31,223 370.20 .5829%
Xxxxxxxxxxxx, XX 00000 Class B Units
Xxxxxxxx X. Best 10858 Tenacious Drive Assignee of interest $250,323 2,968.03 4.6738%
Xxxxxxxxxxxx, XX 00000 Class B Units
Xxxxxx Best 10858 Tenacious Drive Assignee of interest $31,223 370.20 .5829%
Xxxxxxxxxxxx, XX 00000 Class B Units
BEST LOCK PARTNERSHIP
AGREEMENT OF
GENERAL PARTNERSHIP
THIS AGREEMENT OF GENERAL PARTNERSHIP effective as of the 13
day of February, 1995 by and between: i) Xxxxxxx X. Best
("RCB"), as a General Partner; and ii) Xxxxxx X. Best Company,
Inc., an Indiana corporation ("WEBCO"), as a General Partner.
WHEREAS, the parties hereto desire to form and operate a
general partnership under the laws of the State of Indiana and
the terms and conditions recited herein;
NOW, THEREFORE, each of the parties, in consideration of the
acts, capital contributions and promises of the other, agrees as
follows:
ARTICLE I
Defined Terms
The defined terms used in this Agreement shall have the
meanings specified below:
"Additional Partner" means any person admitted to the
Partnership as Partner pursuant to Article IX.
"Affiliated Person" means any (i) Partner, (ii) member of
the Immediate Family of any Partner, (iii) legal representative
of any Person referred to in the preceding clauses (i) and (ii),
(iv) trustee of a trust for the benefit of any Person referred to
in the preceding clauses (i) and (ii), (v) corporation of which a
majority of the voting interest is owned by any one or more of
the Persons referred to in the preceding clauses (i) through
(iv), or (vi) officer, director, employee or stockholder of a
corporation referred to in the preceding clause (v).
"Agreement" means this Agreement of General Partnership as
amended from time to time.
"Capital Contribution" means the amount of cash and/or
property contributed to the Partnership by each Partner as shown
in the Schedule.
"Class A Partner" shall mean a Partner who owns one or more
Class A Units.
"Class B Partner" shall mean a Partner who owns one or more
Class B Units.
"Class A Units" shall refer to all Units of Partnership
Interest which carry unlimited voting rights.
"Class B Units" shall refer to all Units of Partnership
Interest other than Class A Units.
"Code" means the Internal Revenue Code of 1986, as amended.
"Entity" means any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust,
business trust, cooperative or association.
"General Partner" means any Person designated as a General
Partner in the Schedule or any Person who becomes a General
Partner as provided herein, in such Person's capacity as a
General Partner of the Partnership.
"Immediate Family" means, with respect to any person, his
spouse and descendants, including any such adopted individuals.
"Interest" or "Partnership Interest" means the ownership
interest of a Partner in the Partnership at any particular time,
including the right of such Partner to any and all benefits to
which such Partner may be entitled as provided in this Agreement
and in the Uniform Act, together with the obligations imposed by
this Agreement and the Uniform Act.
"Net Cash Receipts" means, for each fiscal year of the
Partnership, revenues of the Partnership received in cash during
such fiscal year, net of cash expenses and debt service payments
of the Partnership paid during such fiscal year, but excluding
capital contributions, proceeds of any loan to the Partnership
arising from refinancing or otherwise, proceeds from the sale or
disposition of Partnership assets, and the amount reasonably
designated by the Partners as a cash reserve for the aggregate
authorized non-capital expenditures and capital expenditures or
investments then anticipated by the Partners to be incurred
during the next Partnership fiscal year. In determining the
amount of the cash reserve, the Partners shall take into account,
to the extent they deem appropriate, cash receipts then
anticipated to be received during such fiscal year by the
Partnership.
"Partner" means any General Partner, whether a Class A
Partner or a Class B Partner.
"Partnership" means the general partnership formed in
accordance with this Agreement by the parties hereto, as said
general partnership may from time to time be construed and
amended.
"Percentage Interest" means, with respect to any Partner,
the percentage set forth opposite such Partner's name on the
Schedule. In the case of any Partner, such Percentage Interest
shall be adjusted from time to time as the Partners may
unanimously agree to take into account any Capital Contributions
made by any individual or Entity subsequent to the making of the
initial Capital Contributions.
"Person" means any individual or Entity, and the heirs,
executors, administrators, successors and assigns of such person
where the context so admits; and unless the context otherwise
requires, the singular shall include the plural, and the
masculine gender shall include the feminine and the neuter and
vice versa.
"Retirement" means, as to a Partner, the occurrence of any
of the following: death, adjudication of insanity or
incompetence, bankruptcy, retirement, voluntary or involuntary
withdrawal for any reason, expulsion or, in the case of a Partner
who is acting as a Partner by virtue of being a trustee of a
trust, the termination of the trust. Voluntary withdrawal shall
occur on the date of such withdrawal stated in a written notice
from the withdrawing Partner to all other Partners, which date of
withdrawal shall be at least 30 days after the date such notice
is given. Bankruptcy shall be deemed to occur whenever a Partner
shall be adjudicated a bankrupt or execute an assignment for the
benefit of creditors, or be subject to the direction and control
of a receiver and such receivership proceedings shall not be
dismissed within 90 days of the receiver's appointment.
"Schedule" means Schedule A annexed hereto as amended from
time to time and as so amended at the time of reference thereto.
"State" means the State of Indiana.
"Uniform Act" means the Uniform Partnership Act as adopted
by the State, IC Section 23-4-1-1 et seq., as hereafter amended
from time to time.
"Unit" shall mean a unit of Partnership Interest.
ARTICLE II
Formation; Name and Purpose
Section 2.1 Formation
Commencing on the date of this Agreement, the parties hereto
hereby form a partnership pursuant to the provisions of the
Uniform Act and this Agreement.
Section 2.2 Name and Office
The Partnership shall be conducted under the name of the
"Best Lock Partnership." The principal office of the Partnership
shall be at 0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 or
at such other locations as may hereafter be determined by the
Partners. The Partners may at any time change the location of
the principal office and shall give due notice of any such change
as appropriate.
Section 2.3 Registered Agent
The registered agent of the Partnership is Xxxxxxx X. Best.
The address of the registered agent is 0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000.
Section 2.4 Character of Business
The purpose of the Partnership is to acquire and hold
securities for investment purposes.
The Partnership is authorized:
(a) to borrow or raise money from time to time,
without limit as to amount; to execute, accept, endorse, and
deliver, as evidence of such borrowing, all kinds of
securities, including, but without limiting the generality
thereof, promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or non-
negotiable instruments and evidences of indebtedness; and to
secure the payment and full performance of such securities
by mortgage on, or pledge, conveyance, or assignment in
trust of, the whole or any part of the assets of the
Partnership, real, personal or mixed, including contract
rights, whether at the time owned or thereafter acquired;
(b) to enter into, make, perform and carry out all
types of contracts, and to execute any and all other
instruments as deemed necessary by the Partners;
(c) to exercise any voting rights respecting any
securities owned by the Partnership;
(d) to purchase, lease or otherwise acquire any real
or personal property in connection with or relating to, the
business of the Partnership;
(e) to lease, sell or exchange all or any part of any
real or personal property owned by the Partnership;
(f) to execute, extend or modify leases or sub-leases
of any personal property or real property owned or leased by
the Partnership;
(g) to prepay in whole or in part, refinance, recast,
increase, modify or extend any debt or mortgage which may
affect any property owned or leased by the Partnership and
in connection therewith, execute any extensions, renewals or
modifications of such debt or mortgage or execute new
instruments of debt or mortgage on the property in lieu of
the existing instruments of debt or mortgage subject to all
applicable Partnership provisions; and
(h) to have and exercise all powers necessary or
convenient to effect any or all of the purposes for which
the Partnership is formed.
ARTICLE III
Partners; Capital
Section 3.1 Initial Partners
The Partners of the Partnership are RCB and WEBCO. Their
addresses, their Percentage Interests and the amounts contributed
to the capital of the Partnership by them in their capacities as
Partners are as set forth in the Schedule.
Section 3.2 Classes of Partners
There shall be two classes of Partners: Class A Partners
and Class B Partners. A Class A Partner is a Partner who holds
Class A Units of Partnership Interest. Partners who hold Class A
Units shall be entitled to vote with respect to the Class A Units
on all matters subject to the vote of the Partners. Each Class A
Unit shall carry one vote.
A Class B Partner is a Partner who holds Class B Units. A
Partner who holds Class B Units of Partnership shall have no
right to vote with respect to the Class B Units on any matter
subject to the vote of the Partners except as the Uniform Act or
this Agreement may otherwise specifically provide. The
Partnership shall not engage in any of the following
transactions, however, without the prior unanimous written
consent of all Partners, both Class A Partners and Class B
Partners: (1) the sale of substantially all of the Partnership's
assets; (2) the liquidation of the Partnership; or (3) the
redemption of any Unit or Units held by any Partner.
A person may hold both Class A Units and Class B Units. In
this case, such person is a Class A Partner as respects the Class
A Units which he holds and a Class B Partner as respects the
Class B Units which he holds.
Section 3.3 Partnership Capital
The capital of the Partnership shall be the aggregate amount
of cash and the agreed value of property contributed by the
Partners, as set forth in the Schedule. Partners may make
additional Capital Contributions at any time.
The original capital amount of each Partner shall be the
amount of his initial Capital Contribution.
Section 3.4 Interest on Capital
No interest shall be paid on any Capital Contribution to the
Partnership.
Section 3.5 Withdrawal of Capital
No Partner shall have the right to withdraw his Capital
Contribution or the right to receive any funds or property of the
Partnership except as may be specifically provided in this
Agreement.
Section 3.6 Loans by Partners
If any Partner shall loan any monies to the Partnership, the
amount of any such loan shall not be an increase in his Capital
Contribution or entitle him to any increase in his share of the
profits, losses or distributions of the Partnership; but the
amount of any such loan shall be an obligation of the Partnership
to such Partner, and unless otherwise provided and agreed shall
be repaid to him without interest.
Section 3.7 Additional Partners
No Additional Partner may be admitted to the Partnership
without the prior written consent of each Partner.
ARTICLE IV
Rights, Powers, and Duties of Partners
Section 4.1 Authorized Acts
Subject to the provisions of this Agreement, the Partners,
in the name and on behalf of the Partnership shall have the
authority to manage the Partnership and its business and, in
furtherance of same shall, acting collectively or singly, have
the authority to perform all acts which the Partnership is
authorized to perform.
Section 4.2 Management of Partnership Business
The business affairs of the Partnership shall be managed by
the Partners. For this purpose, the Partners shall devote such
amounts of their time and services as they deem necessary in
their discretion. Any party may rely on any action taken by any
Partner within the scope of the Partnership's purposes as having
been a duly-authorized act of the Partnership. Each of the
Partners consents that any Partner may engage in and/or possess
an interest in other business ventures of any nature and
description, independently or with others.
Section 4.3 Indemnification
The Partnership shall indemnify and save harmless the
Partners against any claims or liability incurred by them
provided that the acts or omissions giving rise to such claims or
liabilities were performed in good faith in the reasonable belief
that they were acting within the scope of their authority under
this Agreement.
Section 4.4 Dealing with Affiliated Persons
The Partners may, in the name and on behalf of the
Partnership, enter into such agreements, contracts or the like
with any individual who is an Affiliated Person, as an
individual, as distinguished from his capacity, if any, as a
Partner, to undertake and carry out the business of the
Partnership as if such Affiliated Person were an independent
contractor; and the Partners may obligate the Partnership to pay
for and on account of any such services reasonable compensation
therefor. Similarly, the Partners may, in the name of and on
behalf of the Partnership, enter into such agreements, contracts
or the like with an Affiliated Person which is not an individual.
The fact that a Partner or a member of his family is
employed or engaged, or is directly interested in or connected
with any Person, firm, corporation or other Entity employed or
engaged by the Partnership to render or perform a service, or
from whom or which the Partnership may buy merchandise or other
property, shall not prohibit the Partners from employing,
engaging or otherwise dealing with such Person, and neither the
Partnership nor any Partner shall have any rights in or to any
income or profits derived therefrom.
ARTICLE V
Term and Dissolution
Except as provided in Article VI, the Partnership shall be
dissolved and shall terminate and its affairs shall be wound up
only upon:
(a) the Retirement of a Partner unless, within 90 days
of the date of such Retirement, the remaining Partners agree
to continue the Partnership;
(b) the mutual written consent of all Partners; or
(c) December 31, 2035.
ARTICLE VI
Retirement of a Partner
Upon the Retirement of a Partner, the business of the
Partnership shall be carried on by any remaining Partners only if
the remaining Partners agree unanimously within 90 days of the
date of such Retirement to continue the Partnership.
ARTICLE VII
Transferability of Partnership Interests
Section 7.1 Restrictions on Transfer
No Partnership Interest shall be transferred (i) without
receipt of the Partnership of an opinion (oral or written) of one
or more professional advisors to the Partnership reasonably
satisfactory to the Partners, both as to opinion and advisor, to
the effect that such transfer (a) may be made without
registration of such Interest under the Securities Act of 1933
and without any violation of any applicable Federal securities
laws, (b) may be made without registration under, and without any
violation of, any applicable state "Blue Sky" law or other state
securities law, and (c) alone or in conjunction with the transfer
of other Interests, will not adversely affect, or tend to
adversely affect, the taxation of the Partnership as a
partnership under the Code, or result in the termination of the
Partnership for Federal income tax purposes pursuant to Section
708 of the Code in a manner which would create any adverse
federal income tax consequences to the Partnership; or (ii) to a
person who is under eighteen (18) years of age or who is legally
incompetent.
Section 7.2 Assignment of a Partner's Interest
Except as provided under Sections 7.3 and 7.4, a Partner may
not transfer, sell or assign his Interest as a Partner in the
Partnership except with the unanimous written consent of the
remaining Partners.
Section 7.3 Sale or Other Transfer for Consideration
(a) If any Partner ("Selling Partner") desires to sell
or otherwise transfer for consideration all or part of the
Selling Partner's Interest in the Partnership, whether the
potential purchaser is or is not a Partner and whether the
sale or transfer is a private or public transaction, then
the Selling Partner shall promptly give the other Partners
("Purchasing Partners") written notice of the terms and
conditions of such sale or transfer. The Purchasing
Partners shall then determine whether the requirements of
Section 7.1 of this Article VII have been satisfied. Upon
determining that the requirements of Section 7.1 of this
Article VII have been satisfied, a notice of which
determination shall be sent to all Partners, the Selling
Partner shall promptly offer to sell such Interest to the
Purchasing Partners for the price and on the terms and
conditions of the proposed sale or transfer. The Purchasing
Partners shall have a period of 90 days after the date
notice of such offer is given by the Selling Partner within
which to notify the Selling Partner in writing that the
Purchasing Partners, or one or more of them, elects to
purchase all of such Interest. Each of the Purchasing
Partners shall be entitled to purchase the Interest so
offered in the same proportion that his Percentage Interest
at such time bears to the total of the Percentage Interests
of all the Purchasing Partners.
In the event one or more of the Purchasing Partners
declines to purchase the portion of the Interest to which he
is entitled, then the remaining Purchasing Partners shall
have 30 days after the expiration of said 90-day period
specified above within which to accept the offer with
respect to the portion of the Interest so declined, it being
specifically understood and agreed that each of the
remaining Purchasing Partners shall be entitled to purchase
the portion of the Interest so declined in the same
proportion that his Percentage Interest bears to the total
of the Percentage Interests of the remaining Purchasing
Partners and that in no event shall the time for acceptance
of the Selling Partner's offer be extended beyond said 30-
day period. In the event the entire Interest offered by the
Selling Partner is not accepted by one or more of the
Purchasing Partners within the time and in the manner set
forth above, then the Selling Partner shall have the right
to consummate the sale on the terms and conditions upon
which such Interest was offered to the Purchasing Partners
within 30 days after the expiration of said 120-day period.
In the event of any change in the identity of the potential
purchaser, or in the price, terms or conditions of the sale
or transfer, or in the event the sale to the potential
purchaser is not closed within said 30-day period, then the
Selling Partner shall not sell, convey, transfer or assign
such Interest without first making a new offer to the
Purchasing Partners in accordance with this Section 7.3(a).
(b) In the event one or more of the Purchasing
Partners accepts the entire Interest offered by the Selling
Partner, within the time and in the manner set forth above,
then the Selling Partner and such Purchasing Partners shall
have the duty to close such transaction. The closing shall
be held at the time and place and on the date designated by
such Purchasing Partners by written notice to the Selling
Partner, which date shall be not more than 90 days after the
acceptance by the Purchasing Partners of the offer of the
Selling Partner relating to the sale of the Selling
Partner's Interest.
(c) Any offer made pursuant to this Section 7.3, and
any purchase or sale pursuant hereto, shall include the
Selling Partner's interest in and to the Partnership and all
assets of the Partnership. The Selling Partner shall convey
his interest in such assets by xxxx of sale, subject only to
such title defects and encumbrances as exist on the date the
original offer hereunder was made.
Section 7.4 Transfer to Members of Immediate Family or by
Operation of Law
The restrictions on transfer and assignment of Partnership
Interests contained in Sections 7.2 and 7.3 of this Article VII
shall not apply to transfers or assignments to or for the benefit
of the transferor or any member of his Immediate Family, provided
that any such transfers shall be subject to Sections 7.5 and 7.6.
The restrictions on transfer and assignment of Partnership
Interests contained in Sections 7.1 through 7.3 shall not apply
to transfers or assignments by will or operation of law, provided
that any such transfers shall be subject to Sections 7.5 and 7.6.
Section 7.5 Substitute Partners or Additional Partners
No Partner shall have the right to substitute an assignee as
a Partner in his place. An assignee may be admitted as a
substitute Partner only upon the unanimous written consent of the
Partners. Similarly, a person may be admitted as an Additional
Partner only upon the unanimous written consent of the Partners.
Any such substitute Partner or Additional Partner shall, as a
condition of receiving any interest in the Partnership property,
agree to be bound by the provisions of this Agreement, and shall
also agree to accept such other terms and conditions as the
Partners may reasonably determine.
Upon the admission of a substitute Partner or Additional
Partner, the Schedule shall be amended to reflect the name and
address of such substitute Partner or Additional Partner and as
otherwise agreed by the Partners. Each substitute Partner or
Additional Partner shall execute such instrument or instruments
as shall be required by the Partners to signify his agreement to
be bound by all provisions of this Agreement.
Section 7.6 Assignees
In the event of the death or incapacity of a Partner, his
personal representative or its successor or assign shall have the
same status as an assignee of the Partner unless and until the
Partners shall permit such personal representative or successor
or assign to become a substitute Limited Partner on the same
terms and conditions as herein provided to assignees generally.
An assignee of a Partner who does not become a substitute
Partner as provided aforesaid shall have the right to receive the
same share of profits, losses and distributions of the
Partnership to which the assigning Partner would have been
entitled if no such assignment had been made by such Partner.
Any Partner who shall assign all his interest in the
Partnership shall cease to be a Partner of the Partnership, and
shall no longer have any rights or privileges of a Partner except
that, unless and until the assignee of such Partner becomes a
substitute Partner, the assignor Partner shall retain all the
statutory rights and be subject to all the statutory obligations
of an assignor Partner.
In the event any assignment of the interest of a Partner
shall be made, there shall be filed with the Partnership a duly-
executed and acknowledged counterpart of the instrument making
such assignment, and such instrument must evidence the written
acceptance of the assignee of all the terms and provisions of
this Agreement and until such instrument is so filed, the
Partnership need not recognize any such assignment for any
purpose hereunder.
An assignee of the interest of a Partner who does not become
a substitute Partner as provided aforesaid and who desires to
make a further assignment of his interest shall be subject to all
the provisions of this Article VII to the same extent and in the
same manner as any Partner desiring to make an assignment of his
interest.
ARTICLE VIII
Capital Accounts; Profits and Losses; Distributions
Section 8.1 Capital Contributions
The initial capital accounts of the Partners, representing
the agreed initial capital amounts which are being contributed to
the Partnership, shall equal the amounts of cash or values of
property (net of liabilities assumed by the Partnership or to
which the property is subject) as set forth on the Schedule.
Section 8.2 Capital Accounts
A Partner may hold an interest in the Partnership as either
a Class A Partner or a Class B Partner and a separate capital
account shall be established and maintained for each partner in
his capacity as a Class A or Class B Partner. Unless the
Partners unanimously agree and reflect their agreement in a
written amendment to this Agreement, the capital account of each
Partner shall consist of: i) the sum of the amount of cash and
the fair market value of any property contributed to the
Partnership by the Partner that constitutes his original capital
contribution (net of liabilities assumed by the Partnership and
liabilities to which the property is subject) as provided in
Section 8.1 hereof; ii) increased by the amount of any cash and
the fair market value of any property contributed as his
additional capital contributions (net of liabilities assumed by
the Partnership and liabilities to which the property is
subject), and by his distributive share of Partnership gain and
Partnership income (including income exempt from tax); and iii)
decreased by his distributive share of Partnership loss and
deduction, the amount of cash and the fair market value of
property distributed to him (net of liabilities assumed by such
Partner and liabilities to which the property is subject), and
his distributive share of expenditures described in Section
705(a)(2)(B) of the Code. Except as otherwise unanimously agreed
by the Partners in an amendment to this Agreement, in all
respects, the capital account of each Partner will be maintained
in accordance with the rules of Treasury Regulation Section
1.704-1(b)(2)(iv).
Section 8.3 Restoration of Negative Capital Account
Balances Upon Dissolution and Winding Up
If a Partner has a negative balance in his capital account
upon the dissolution of the Partnership and the winding up of the
Partnership's affairs, such Partner shall be liable to restore to
the Partnership the amount of any such negative balance, which
amount shall, when paid to the Partnership, be distributed by the
Partners to the creditors of the Partnership or to one or more
other Partners, as the case may be.
Section 8.4 Profits and Losses
Every Partner shall have an interest in the Partnership, and
the profits and losses shall be shared by each Partner in the
Percentage Interests set forth on the Schedule. Every item of
income, expense, gain, loss, deduction, credit or tax preference
entering into the computation of profit and loss, or applicable
to the period during which such profit or loss was realized,
shall be allocated to each Partner in the same proportion as
profits and losses are allocated to such Partner; provided,
however, that all depreciation, gain, loss, and credit with
respect to any contributed property shall be allocated among the
Partners as required by Section 704(c) of the Code and Treasury
Regulation Section 1.704-3.
Section 8.5 Distributions
(a) Distributions of Net Cash Receipts. Subject to
the rights of creditors, Net Cash Receipts will be
distributed at such time and in such amounts as the Partners
may unanimously agree subject to the conditions that: (i)
all distributions shall be made in accordance with the
Partners' respective Percentage Interests; and (ii) unless
otherwise agreed by persons holding Percentage Interests
aggregating more than 75%, all of the Net Cash Receipts for
a Partnership fiscal year shall be distributed not later
than reasonably soon after the end of such fiscal year.
(b) Distribution of Other Assets. The Partners, in
their sole discretion, may determine at what times and in
what amounts other distributions may be made. Any such
additional distributions shall be made at such times and in
such manner as the Partners may unanimously agree and, in
any case, in accordance with the Partners' respective
Percentage Interests.
(c) Upon Termination. As soon as practicable after the
effective date of dissolution of the Partnership, but in any
event within one year after dissolution of the Partnership,
the Partnership's assets shall be applied and distributed in
the following manner and order of priority:
(i) the claims of all creditors of the
Partnership who are not Partners shall be paid and
discharged or reasonably reserved against;
(ii) the claims of all creditors of the
Partnership who are Partners shall be paid and
discharged or reasonably reserved against;
(iii) the claims of all creditors that are
contingent, conditional or unmatured and are known to
the Partnership, whether or not the identity of the
claimant is known, shall be reasonably reserved
against; and
(iv) the remaining assets of the Partnership
shall be distributed to the Partners, in proportion to,
and to the extent of, the positive balances of the
capital accounts of the Partners, as such accounts have
been adjusted to take account of any gain or loss upon
the sale of Partnership property and assets.
In the case of a distribution consisting both of cash and
assets distributed in kind, each of the cash portion and the in-
kind portion will be distributed, as nearly as practicable, in
proportion to the capital account balances of the Partners as of
the date of distribution.
ARTICLE IX
Admission of Additional or Substitute Partners
Additional Partners or Substitute Partners may be admitted
to the Partnership pursuant to Section 7.5 upon execution of a
proper amendment of this Agreement.
ARTICLE X
Books and Records, Accounting, and Tax Elections
Section 10.1 Books and Records
The books and records of the Partnership shall be kept and
maintained at the office of the Partnership and shall be
available for examination by any Partner, or his duly authorized
representatives, during regular business hours. The Partnership
may maintain books and records and may provide such financial or
other statements as the Partners in their discretion deem
advisable.
Section 10.2 Bank Accounts
The bank accounts of the Partnership shall be maintained in
such banking institutions as the Partners shall determine;
withdrawals shall be made on the signature of any Partner.
Section 10.3 Federal Income Tax Elections
All income tax returns of the Partnership shall be prepared
by the Partners or accountant(s) chosen by the Partners, and the
Partners, in their discretion, shall determine the elections and
other items to be reported in such tax returns. Xxxxxxx X. Best
shall be the Tax Matters Partner.
Section 10.4 Special Basis Adjustments
In the event of the distribution of property by the
Partnership within the meaning of Section 734 of the Code, or the
transfer of an interest in the Partnership within the meaning of
Section 743 of the Code, the Partners, in their sole discretion
may elect to adjust the basis of the Partnership property
pursuant to Sections 734, 743 and/or 754 of the Code. However,
the determination of profits, losses, distributions and capital
accounts shall, for purposes of Article VIII of this Agreement,
be made without taking into account any such special basis
adjustments. Each Partner will furnish the Partnership with all
information necessary to give effect to any such election.
ARTICLE XI
General Provisions
Section 11.1 Notices
Any notice called for under this Agreement shall be deemed
adequately given only if in writing and actually received by the
party to whom such notice is directed.
Section 11.2 Binding Provisions
The covenants and agreements contained herein shall be
binding upon, and inure to the benefit of, the heirs, executors,
administrators and assigns of the respective parties hereto.
Section 11.3 Applicable Law
This Agreement shall be construed and enforced in accordance
with the laws of the State.
Section 11.4 Counterparts
This Agreement may be executed in several counterparts and
as so executed shall constitute one agreement binding on all
parties hereto, notwithstanding that all the parties have not
signed the original or the same counterpart.
Section 11.5 Separability of Provisions
Each provision of this Agreement shall be considered
separable and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing
or further law, such invalidity shall not impair the operation or
affect those portions of this Agreement which are valid.
Section 11.6 Paragraph Titles
Paragraph titles are for descriptive purposes only and shall
not control or alter the meaning of this Agreement as set forth
in the text.
Section 11.7 Amendments
This Agreement may be amended by the unanimous written
consent of all of the Partners.
Section 11.8 Gender References
All references in this Agreement to any person's gender
shall mean and include the masculine, feminine or neuter gender
as the context may require.
WITNESS the execution hereof as of the date first above
written.
CLASS A GENERAL PARTNERS
/s/ Xxxxxxx X. Best
----------------------------
Xxxxxxx X. Best
XXXXXX X. BEST COMPANY, INC.
By: /s/ Xxxxxx X. Best
------------------------
Xxxxxx X. Best, President
CLASS B GENERAL PARTNERS
XXXXXX X. BEST COMPANY, INC.
By: /s/ Xxxxxx X. Best
------------------------
Xxxxxx X. Best, President
This instrument was prepared by Xxxxxxx X. Xxxx, Esq., Hall,
Render, Xxxxxxx, Xxxxx & Xxxxx, P.C., 0000 Xxx Xxxxxxxx Xxxxxx,
Xxx 00000, Xxxxxxxxxxxx, Xxxxxxx 00000, (000) 000-0000.
STATE OF INDIANA )
) SS:
COUNTY OF XXXXXX )
Before me, this 13 day of February, 1995, personally
appeared Xxxxxxx X. Best, a Class A General Partner of the
Partnership, who having been duly sworn did acknowledge the
execution of the foregoing Agreement in such capacity.
/s/ Xxxxxxx X. Short
--------------------------
Notary Public (Signature)
Xxxxxxx X. Short
--------------------------
Notary Public (Printed)
Commission Expires:
1/1/96
--------------------
County of Residence:
Marion
--------------------
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, this 13th day of February, 1995, personally
appeared Xxxxxx X. Best, as President of Xxxxxx X. Best Company,
Inc., a Class A General Partner and a Class B General Partner of
the Partnership, who having been duly sworn did acknowledge the
execution of the foregoing Agreement in such capacity.
/s/ Xxxxx Xxxx Xxxxxx
----------------------------
Notary Public (Signature)
Xxxxx Xxxx Xxxxxx
----------------------------
Notary Public (Printed)
Commission Expires:
9-10-95
--------------------
County of Residence:
Xxxxxx
--------------------
SCHEDULE A
Capital Contribution
Number and
Type of
Partnership Percentage
Name
Residence Description of Property Value Units Interest
Class A General
Partners
Xxxxxxx X. Best 000 Xxxxx Xxxxx Xxxxx 2,500 shares of $ 73,400 734 Class 1.16%
Xxxxxxxxxx, XX 00000 common stock of A Units
Xxxxx X. Best, Inc.
Xxxxxx X. Best 0000 Xxxx 00xx Xxxxxx 31,188.21 shares of $ 915,686.01 9,156.86 Class 14.42%
Company, Inc. Xxxxxxxxxxxx, XX 00000 common stock of A Units
Xxxxx X. Best, Inc.
Class B General
Partners
Xxxxxx X. Best 0000 Xxxx 00xx Xxxxxx 153,999.79 shares of $4,521,433.67 53,609.60 Class 84.42%
Company, Inc. Xxxxxxxxxxxx, XX 00000 common stock of B Units
Xxxxx X. Best, Inc.
