EXHIBIT 5 SIXTH AGREEMENT OF AMENDMENT, made as of January 1, 1995, by and among the parties to the Fourth Amended and Restated Agreement of Limited Partnership, made as of January 1, 1991, as heretofore amended (as amended, the "Limited Partnership...
EXHIBIT 5
SIXTH AGREEMENT OF AMENDMENT, made as of January 1, 1995, by and
among the parties to the Fourth Amended and Restated Agreement of Limited
Partnership, made as of January 1, 1991, as heretofore amended (as amended,
the "Limited Partnership Agreement") of Glickenhaus & Co., a New York limited
partnership (the "Partnership").
RECITALS
The parties hereto wish to amend the Limited Partnership Agreement
to reflect the withdrawal of Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx as
General Partners and the admission of Xxxxxx X. Xxxxxxx as a Special Limited
Partner and certain other changes necessitated thereby.
1. SCHEDULE A of the Limited Partnership Agreement is
hereby amended in its entirety to read as follows:
"SCHEDULE A
Name and Address
Xxxx X. Xxxxxxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxx
00 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxx
0 Xxxxxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000.".
2. Schedule C of the Limited Partnership Agreement is
hereby amended in its entirety to read as follows:
"SCHEDULE C"
Xxxxxxx X. Xxxxxxxx
00 Xxxxx'x Xxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx
00 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
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Xxxxx X. Xxxxxxxx
0 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx
0 Xxxxx Xxxx
Xxxxxx, XX 00000.".
3. Paragraph 6.1 of Article VI of the Limited
Partnership Agreement is hereby amended in its entirety as
follows:
"The following amounts shall be paid as annual salaries and
shall be payable whether or not there are Partnership Profits:
(1) Xxxx X. Xxxxxxxxxxx $150,000
(2) Xxxxxx X. Xxxxx $150,000
(3) Xxxxxx Xxxxxxx $150,000
(4) Xxxxxxx X. Xxxxxxx $150,000.".
4. Paragraph 7.3(a)(2)(iii) of Article VII of the
Limited Partnership Agreement is hereby amended in its entirety
to read as follows:
"(iii) Investment Management Profits remaining shall be
allocated among the Partners listed below in the following
percentages:
Xxxx X. Xxxxxxxxxxx %
Xxxxx X. Xxxxxxxxxxx %
Xxxxx Xxxxx Pier %
Xxxxx X. Xxxxxxxxxxx %
Xxxxxx X. Xxxxx %
Xxxxxxx X. Xxxxxxx %
100.00%
5. Paragraph 7.3(c)(ii) of Article VII of the Limited
Partnership Agreement is hereby amended in its entirety to read
as follows:
"(ii) Other Partnership Profits remaining shall be allocated
among the Partners set forth below in the following
percentages (collectively, the "Percentage Interests",
individually, a "Percentage Interest", with respect to any
General Partner, a "General Partner Percentage Interest",
and, with respect to all General Partners, collectively, the
"General Partner Percentage Interests"):
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Xxxx X. Xxxxxxxxxxx %
Xxxxx X. Xxxxxxxxxxx %
Xxxxx Xxxxx Pier %
Xxxxx X. Xxxxxxxxxxx %
Xxxxxx X. Xxxxx %
Xxxxxx Xxxxxxx %
Xxxxxxx X. Xxxxxxx %
100.00%.".
6. As herein modified, the Limited Partnership
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this
Amendment as of January 1, 1995.
GENERAL PARTNERS:
/s/ XXXX X. XXXXXXXXXXX
Xxxx X. Xxxxxxxxxxx
s/s XXXXXX XXXXXXX
Xxxxxx Xxxxxxx
/s/ XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
LIMITED PARTNERS:
/s/ XXXXX X. XXXXXXXXXXX
Xxxxx X. Xxxxxxxxxxx
/s/ XXXXX XXXXX PIER
Xxxxx Xxxxx Pier
/s/ XXXXX X. XXXXXXXXXXX
Xxxxx X. Xxxxxxxxxxx
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316544.1
SPECIAL LIMITED PARTNERS
/s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
/s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
/s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
WITHDRAWING
GENERAL PARTNERS:
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
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