FIRST AMENDMENT
TO THE
PARTNERSHIP AGREEMENT
OF XXXXXX STEEL PICKLING COMPANY
THIS FIRST AMENDMENT TO THE PARTNERSHIP AGREEMENT
OF XXXXXX STEEL PICKLING COMPANY ("Amendment") is
made as of May 28, 1999, by and among Xxxxxx
Pickling Management Company, a New York general
partnership ("Xxxxxx Management"), Cleveland
Pickling Inc., a Delaware corporation
("Cleveland"), and Xxxxxx Manu-Tech Pickling Inc.,
a Delaware corporation ("Manu-Tech").
WHEREAS, Xxxxxx Steel Pickling Company (the
"Partnership") is a general partnership formed
under the laws of the State of New York; and
WHEREAS, the operations and management of the
Partnership are governed by a partnership
agreement having an effective date of June 1, 1988
(the "Partnership Agreement"); and
WHEREAS, as a result of the redemption and
withdrawal of Universal Steel Co., an Ohio
corporation, as a general partner in the
Partnership, Xxxxxx Management now owns 100
percent of the partnership interests in the
Partnership; and
WHEREAS, Manu-Tech is about to acquire a general
partnership interest representing a 68.75 percent
interest in the capital and profits in the
Partnership from Xxxxxx Management and Cleveland
is about to acquire the remaining general
partnership interest representing a 31.25 percent
interest in the capital and profits in the
Partnership from Xxxxxx Management, and Xxxxxx
Management is about to withdraw as a partner; and
WHEREAS, it is the intent of the parties of this
Amendment that the Partnership continue without
dissolution or termination pursuant to law or
otherwise; and
WHEREAS, the parties have executed consents
authorizing the herein before mentioned
transactions;
NOW THEREFORE, in consideration of the mutual
covenants and agreements contained herein and in
the Partnership Agreement of Xxxxxx Steel Pickling
Company, and other good and valuable consideration
now paid by each of the parties hereto to the
other, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree to
amend the Agreement of Partnership as follows:
1. Manu-Tech is admitted as a partner in
the Partnership with all the attending
rights, benefits, and privileges thereto
and by executing this Amendment shall be
treated as a substitute partner and as
satisfying all requirements of Article 17
of the Partnership Agreement.
2.Cleveland is admitted as a partner in the
Partnership with all the attending rights,
benefits, and privileges thereto and by
executing this Amendment shall be treated
as a substitute partner and as satisfying
all requirements of Article 17 of the
Partnership Agreement.
3.Section 4.2 of the Partnership Agreement
is amended in its entirely as follows:
4.2 "Managing Partner" shall refer to
Manu-Tech.
4.Sections 7.1, 7.2 and 7.5 are deleted in
their entirety and the reference to
Sections 7.1 and 7.2 contained in Section
7.4 are deleted.
5. Section 9.2(i)(a) of the Partnership
Agreement is amended in its entirety as follows:
9.2 (i)(a) The respective partnership
shares of the Partners (the "Partnership
Shares") shall be as set forth opposite
the Partners' names below:
Partner Partnership Share
Manu-Tech 68.75%
Cleveland 31.25%
IN WITNESS WHEREOF, the parties have executed
this Amendment as of the day and year first
above written.
Xxxxxx Pickling Management Company
By /s/ Xx X'Xxxxxx
Xx X'Xxxxxx
Cleveland Pickling Inc.
By /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxx Manu-Tech Pickling Inc.
By /s/ Xx X'Xxxxxx
Xx X'Xxxxxx