(Exhibit 6)
AMENDMENT NO. 1
TO
LIMITED PARTNERSHIP AGREEMENT
OF
XXXXXX ASSOCIATES II, L.P.
-----------------------------
This AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF XXXXXX
ASSOCIATES II, L.P. (this "Amendment No. 1"), dated as of December 26, 2001, is
made by and among Xxxxxx Management, Inc., a Delaware corporation, as general
partner, and the persons indicated as limited partners on SCHEDULE A, as
previously amended (the "Limited Partners"), to the Limited Partnership
Agreement of Xxxxxx Associates II, L.P., dated as of February 6, 1998 (the
"Partnership Agreement") as Limited Partners. Unless otherwise indicated,
capitalized terms used herein without definition shall have the respective
meanings set forth in the Partnership Agreement.
RECITALS:
---------
A. The current Partners of the Partnership wish to amend the
Partnership Agreement to amend certain definitions contained in the Partnership
Agreement.
AGREEMENTS:
-----------
In consideration of the mutual promises, covenants and agreements
set forth in this Amendment No. 1, the Partners agree as follows:
1. The definition of "Authorized Transferee" set forth in Section 1.5
of the Partnership Agreement shall be deleted in its entirety and the following
substituted in place thereof:
"AUTHORIZED TRANSFEREE" means any Initial Limited
Partner and any Family Member who is a Partner or who, prior to or
simultaneously with such Transfer, executes and delivers to the
Partnership a counterpart of this Agreement agreeing to be subject to
the restrictions and obligations of a Partner hereunder and to hold all
Partnership Interests then owned or later acquired by such Person in
accordance with the terms of this Agreement.
2. The definition of "Family Member" set forth in Section 1.17 of the
Partnership Agreement shall be deleted in its entirety and the following
substituted in place thereof:
"FAMILY MEMBER" means the spouse or surviving spouse
of an Initial Limited Partner, any descendant of an Initial Limited
Partner, a spouse or surviving spouse of any such descendant, or, in
each case, a Qualified Fiduciary of such Person. Notwithstanding
anything to the contrary contained herein:
(a) the surviving spouse of an Initial Limited Partner or of a
descendent of an Initial Limited Partner, and in each case, a Qualified
Fiduciary of such Person, shall cease to be a Family Member upon the
remarriage of such Person to other than an Initial Limited Partner or
descendent of an Initial Limited Partner; and
(b) the spouse of an Initial Limited Partner or of a
descendent of an Initial Limited Partner, and in each case, a Qualified
Fiduciary of such Person, shall cease to be a Family Member upon legal
separation, divorce or dissolution of such spouse's marriage to such
Initial Limited Partner or descendent; and
(c) a Qualified Fiduciary of any individual shall cease to be
a Family Member from and after any event or lapse of time which causes
such fiduciary to no longer qualify as a Qualified Fiduciary as defined
in Section 1.54.
3. The definition of "Initial Limited Partners" set forth in Section
1.26 of the Partnership Agreement shall be deleted in its entirety and the
following substituted in place thereof:
"INITIAL LIMITED PARTNERS" means Xxxxxx X. Xxxxxx, Xx., Xxxxx
X. Xxxxxx, Xxxxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx
or, in each case, a Qualified Fiduciary of such individual.
4. The definition of "Qualified Fiduciary" set forth in Section 1.54 of
the Partnership Agreement shall be deleted in its entirety and the following
substituted in place thereof:
"QUALIFIED FIDUCIARY" of any individual means (a) the
trustee of a trust that has been established by such individual (the
"Grantor" of that trust) and which is revocable by the Grantor; (b) the
trustee of any other trust (including without limitation a voting
trust) created by such individual if and as long as the trust is held
for the current benefit of one or more of Xxxxx X. Xxxxxx, the Initial
Limited Partners, their Family Members, and any organization
contributions to which are deductible for federal income, estate or
gift tax purposes ("Family and Charitable Beneficiaries") and for the
current benefit of no other Person; or (c) the executor, administrator,
or personal representative of a deceased individual or the guardian of
an incompetent individual. In determining if the trust is held for the
current benefit of one or more Family and Charitable Beneficiaries and
no other Person, the focus shall only be on such Persons to whom the
trustee is authorized or directed to currently make distributions of
trust income or principal, and shall disregard (i) Persons who might or
would benefit by reason of the exercise of a general or special powers
of appointment (even if such powers are currently exercisable), and
(ii) Persons who might or would benefit upon the termination of the
trust, regardless of whether their interests are vested or contingent.
A trust shall continue to be considered a Qualified Fiduciary upon the
termination of the trust and during a reasonable period of
administration (but not to exceed two years from the date or event that
caused such trust to terminate), unless by reason of such termination
none of the trust property is to be distributed to one or more
2
of the Family and Charitable Beneficiaries (in which event the trust
shall cease to be a Qualified Fiduciary immediately prior to the date
or event that caused such trust to terminate). Notwithstanding anything
to the contrary contained herein (except as provided in this Section
1.54 above with respect to some trusts continuing to be considered
Qualified Fiduciaries upon their termination and during a reasonable
period of administration), a trust of any individual shall cease to be
a Qualified Fiduciary and shall be deemed, to the extent it holds
Partnership Interests, to become an Outside Partner, immediately prior
to any event or lapse of time that causes such trust to no longer
qualify as a Qualified Fiduciary as defined in this Section 1.54.
5. Exhibit A to the Partnership Agreement shall be deleted in its
entirety and Exhibit A to this Amendment No. 1 substituted in place thereof.
6. Except as herein modified, all other provisions of the Partnership
Agreement shall be and remain in full force and effect.
7. This Amendment No. 1 shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns.
8. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware.
9. This Amendment No. 1 may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the Partners
and delivered to the Partnership.
3
IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals as of the day and year first above written.
MANAGING PARTNER:
XXXXXX MANAGEMENT, INC.
Witness /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------- ----------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------
Witness and /s/ Xxxxx X. Xxxxxx
----------------------------- ---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
Witness
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
September 11, 1973, as supplemented, amended
and restated, between National City Bank, as
co-trustee, and Xxxxx X. Xxxxxx, as
co-trustee, creating a trust for the benefit
of Xxxxx X. Xxxxxx
Witness By: /s/ Xxxxx X. Xxxxxx
-------------------- -------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
Witness
--------------------
NATIONAL CITY BANK, as Trustee
Witness By: /s/ Xxxxx X. Xxxxxx
-------------------- -------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Witness
--------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
December 29, 1967, as supplemented, amended
and restated, between National City Bank, as
co-trustee, and Xxxxxx X. Xxxxxx, as
co-trustee, creating a trust for the benefit
of Xxxxxx X. Xxxxxx
Witness By: /s/ Xxxxxx X. Xxxxxx
---------------------- ----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Witness
----------------------
NATIONAL CITY BANK, as Trustee
Witness By: /s/ Xxxxx X. Xxxxxx
---------------------- -----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Witness
----------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
June 22, 1971, as supplemented, amended
and restated, between National City Bank,
as co-trustee, and Claiborne X. Xxxxxx,
as co-trustee, creating a trust for the
benefit of Claiborne X. Xxxxxx
Witness /s/ Claiborne X. Xxxxxx, Xx. By: /s/ Claiborne X. Xxxxxx
---------------------------- -------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
Witness /s/ illegible
----------------------------
NATIONAL CITY BANK, as Trustee
Witness By: /s/ Xxxxx X. Xxxxxx
----------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Witness
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
July 20, 2000, as supplemented, amended
and restated, between Xxxxxx X. Xxxxxx,
Xx., as trustee, and Xxxxx X. Xxxxxx,
creating a trust for the benefit of Xxxxx
X. Xxxxxx (successor in interest to the
Trust created by the Agreement dated July
12, 1967, as supplemented, amended and
restated, between National City Bank, as
trustee, and Xxxxx X. Xxxxxx, creating a
trust for the benefit of Xxxxx X. Xxxxxx)
Witness By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------- -------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Witness
----------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
September 28, 2000, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxxx X.
Xxxxxx, Xx., creating a trust for the
benefit of Xxxxxx X. Xxxxxx Xx.
(successor in interest to the Trust
created by the Agreement, dated August
30, 1967, as supplemented, amended and
restated, between National City Bank, as
trustee, and Xxxxxx X. Xxxxxx, Xx.,
creating a trust for the benefit of
Xxxxxx X. Xxxxxx, Xx.)
Witness /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
-------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
September 28, 2000, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxx X.
Xxxxxx, creating a trust for the benefit
of Xxxxx X. Xxxxxx (successor in interest
to the Trust created by the Agreement,
dated August 12, 1974, as supplemented,
amended and restated, between National
City Bank, as trustee, and Xxxxx X.
Xxxxxx, creating a trust for the benefit
of Xxxxx X. Xxxxxx)
Witness /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
--------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
December 29, 1989, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxx X.
(Xxxxxx) Xxxxxx creating a trust for the
benefit of Xxxxx X. (Xxxxxx) Xxxxxx
Witness /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
---------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
December 29, 1989, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxx X.
(Xxxxxx) Xxxxxxxx, creating a trust for
the benefit of Xxxxx X. (Xxxxxx) Xxxxxxxx
Witness /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
December 20, 1993, between Xxxxxxx X.
Xxxxxx, as trustee, and Xxxxxxx X.
Xxxxxx, creating a trust for the benefit
of Xxxxxxx X. Xxxxxx
Witness By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- -------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Trustee
Witness
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXX X. XXXXXX
Witness /s/ Xxxxx X. Xxxxxx
-------------------------- ----------------------------------------
Xxxxx X. Xxxxxx
Witness
--------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX as Custodian for Xxxxxx
(Xxxxxx) Xxxxxx under the Virginia
Uniform Gifts to Minors Act
Witness By: /s/ Xxxxxx X. Xxxxxx
--------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Custodian
Witness
---------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
January 13, 1998, between Claiborne X.
Xxxxxx, as trustee, and Chloe E. (Xxxxxx)
Xxxxxxxx, creating a trust for the
benefit of Chloe E. (Xxxxxx) Xxxxxxxx
Witness /s/ Claiborne X. Xxxxxx, Xx. By: /s/ Claiborne X. Xxxxxx
---------------------------- --------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
Witness /s/ illegible
----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
August 25, 2000, between Claiborne X.
Xxxxxx, as trustee, and Claiborne X.
Xxxxxx, Xx., creating a trust for the
benefit of Claiborne X. Xxxxxx, Xx.
Witness /s/ illegible By: /s/ Claiborne X. Xxxxxx
------------------------------ --------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
CLAIBORNE X. XXXXXX as Custodian for
Xxxxx X. Xxxxxx under the Ohio Transfers
to Minors Act
Witness /s/ Claiborne X. Xxxxxx, Xx. By: /s/ Claiborne X. Xxxxxx
----------------------------- --------------------------------------
Name: Claiborne X. Xxxxxx
Title: Custodian
Witness /s/ illegible
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX as trustee fbo X.
Xxxxxxx Xxxxxx under Irrevocable Trust
No. 1, dated December 18, 1997, with
Xxxxx Xxxxxx, Grantor
Witness By: /s/ Xxxxxx X. Xxxxxx
----------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Witness
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX as trustee fbo Xxxxxxxxx
X. Xxxxxx under Irrevocable Trust No. 1,
dated December 18, 1997, with Xxxxx
Xxxxxx, Grantor
Witness By: /s/ Xxxxxx X. Xxxxxx
----------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Witness
----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXX X. XXXXXX, XX. as Custodian for
Xxxxx Xxxxxx Xxxxxx under the Ohio
Transfers to Minors Act
Witness By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------- ----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Custodian
Witness
--------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXX X. XXXXXX, XX.
Witness /s/ Xxxx X. Xxxxxx, Xx.
----------------------------- -------------------------------------
Xxxx X. Xxxxxx, Xx.
Witness
----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX
Witness /s/ Xxxxxx X. Xxxxxx
---------------------------- -------------------------------------
Xxxxxx X. Xxxxxx
Witness
----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXX X. XXXXXX
Witness /s/ Claiborne X. Xxxxxx, Xx. /s/ Xxxxx X. Xxxxxx
------------------------------- -------------------------------------
Xxxxx X. Xxxxxx
Witness /s/ Claiborne X. Xxxxxx
------------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX
Witness /s/ Xxxxxx X. Xxxxxx
-------------------------------- -------------------------------------
Xxxxxx X. Xxxxxx
Witness
-------------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXX X. XXXXXX, XX. as Custodian for
Xxxxxxx X. Xxxxxx under the Ohio
Transfers to Minors Act
Witness By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------- --------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Custodian
Witness
-------------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXX X. XXXXXXXX
Witness /s/ Xxxxx X. Xxxxxxxx
----------------------------- -------------------------------------
Xxxxx X. Xxxxxxxx
Witness
------------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX as Trustee under
Irrevocable Trust No. 2, dated September
11, 2000, for the benefit of X. Xxxxxxx
Xxxxxx
Witness By: /s/ Xxxxxx X. Xxxxxx
------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Witness
-------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX as Trustee under
Irrevocable Trust No. 2, dated September
11, 2000, for the benefit of Xxxxxxxxx X.
Xxxxxx
Witness By: /s/ Xxxxxx X. Xxxxxx
--------------------------- -------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Witness
---------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
September 28, 2000, as supplemented,
amended and restated between Victoire X.
Xxxxxx, as trustee, and Victoire X.
Xxxxxx, creating a trust for the benefit
of Victoire X. Xxxxxx (successor in
interest to the Trust created by the
Agreement, dated July 1, 1969, as
supplemented, amended and restated,
between National City Bank, as trustee,
and Victoire X. Xxxxxx, creating a trust
for the benefit of Victoire X. Xxxxxx)
Witness /s/ Xxxx Xxxxxx By: /s/ Victoire X. Xxxxxx
------------------------ --------------------------------------
Name: Victoire X. Xxxxxx
Title: Trustee
Witness /s/ Xxxxxxx Xxxxxxxxxxxx
------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
Trust created by the Agreement, dated
September 11, 2000, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, as trustee, and Xxxxxx X. Xxxxxx,
creating a trust for the benefit of
Xxxxxx X. Xxxxxx
Witness By: /s/ Xxxxxx X. Xxxxxx
------------------------------ ------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Witness
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXX XXXXXXXX
Witness /s/ Xxxxx Xxxxxxxx
----------------------------- -------------------------------------
Xxxxx Xxxxxxxx
Witness
-----------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXX XXXXXX XXXXXXXX as Custodian for
Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx under the
Ohio Transfers to Minors Act
Witness By: /s/ Xxxxx Xxxxxx Xxxxxxxx
-------------------------- ------------------------------------
Name: Xxxxx Xxxxxx Xxxxxxxx
Title: Custodian
Witness
---------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
XXXXXX X. XXXXXX as Custodian for Xxxxxx
(Xxxxxx) Xxxxxx under the Virginia
Uniform Gifts to Minors Act
Witness By: /s/ Xxxxxx X. Xxxxxx
------------------------- ---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Custodian
Witness
-------------------------
Limited Partner Signature Page for Amendment No. 1 to Limited Partnership
Agreement
CLAIBORNE X. XXXXXX as Custodian for
Claiborne X. Xxxxxx, Xx. under the Ohio
Transfers to Minors Act
Witness /s/ Xxxxxxx Xxxxxxxxxxxx By: /s/ Claiborne X. Xxxxxx
-------------------------- -------------------------------------
Name: Claiborne X. Xxxxxx
Title: Custodian
Witness /s/ illegible
--------------------------
