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EXHIBIT 10.5
AMENDMENT
Effective as of October 1, 1996
To the
FIRST QUADRANT, L.P.
(A Delaware Limited Partnership)
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
Dated March 28, 1996
The Amended and Restated Limited Partnership Agreement of First Quadrant, L.P.
dated March 28, 1996 (the "Partnership Agreement") is hereby amended as of this
1st day of October, 1996 as set forth below. Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to such terms in the
Partnership Agreement.
1.1 A new Section 6.3 is hereby added to the Partnership to read in its
entirety as follows:
SECTION 6.3 OPTIONAL BOOK-UP. Immediately prior to the effectiveness of
(a) the admission of a transferee of interests of a Limited Partner as
a substitute Limited Partner with respect to such interests pursuant to
the provisions of Section 5.2 hereof, or (b) the admission of a
transferee of interests from the General Partner as an Additional
Limited Partner with respect to such interests pursuant to the
provisions of Section 5.6(a) hereof, the General Partner may, in its
sole discretion, elect to revalue the Capital Accounts of all the
partners effective immediately. If the General Partner elects, in its
sole discretion, to re-evaluate the Capital Accounts of all the
Partners, then the Capital Accounts of all the Partners shall be
adjusted as follows:
(i) the General Partner shall determine the proceeds which
would be realized if the Partnership sold all its assets immediately
prior to the effectiveness of such admission, for a price equal to the
Fair Market Value of such assets, and
(ii) the General Partner shall allocate amounts equal to the
gain and/or loss which would have been realized upon such a sale to the
Capital Accounts of all the Partners immediately prior to the
effectiveness of such admission, in accordance with the provisions of
Section 4.2(d) hereof.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to the
Partnership Agreement to be executed as of this 1st day of October, 1996.
GENERAL PARTNER
FIRST QUADRANT CORP.,
A New Jersey Corporation
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
LIMITED PARTNERS
X.X. XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
CULONBOIS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
LUCK MONSTER CORPORATION
By: /s/ Xxxxxxxxxxx X. Luck
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Xxxxxxxxxxx X. Luck
President
AYPWIP CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
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X.X. XXXXXXX CORPORATION
By: /s/ R. Xxx Xxxxxxx
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R. Xxx Xxxxxxx
President
X.X. XXXXXX RUHESTANDS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Xx.
President
XXXXXXX A.R. GOODSALL
/s/ Xxxxxxx A.R. Goodsall
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XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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