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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as
General Partners and the admission of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.".
2. Schedule C of the Limited Partnership Agreement is
hereby amended in its entirety to read as follows:
"SCHEDULE C"
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.".
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) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ $150,000
(2) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $150,000
(3) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $150,000
(4) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $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:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ %
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ %
▇▇▇▇▇ ▇▇▇▇▇ Pier %
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ %
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ %
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ %
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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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ %
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ %
▇▇▇▇▇ ▇▇▇▇▇ Pier %
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ %
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ %
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ %
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ %
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
s/s ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
LIMITED PARTNERS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇ PIER
▇▇▇▇▇ ▇▇▇▇▇ Pier
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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SPECIAL LIMITED PARTNERS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
WITHDRAWING
GENERAL PARTNERS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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