EIGHTH AGREEMENT OF AMENDMENT, made as of July 1, 1997, 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 Xxxxx X. Xxxxxxxxxxx as a Limited Partner and his
admission as a General 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 & Address
______________
Xxxx X. Xxxxxxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxxxxxxxx
Xxxxxx Xxxx
Xxx, XX 00000.".
2. Schedule B of the Limited Partnership Agreement is hereby
amended in its entirety to read as follows:
"SCHEDULE B
___________
Name & Address
______________
Xxxxx X. Xxxxxxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxx Pier
000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000.".
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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) Xxxx X. Xxxxxxxxxxx $150,000
(2) Xxxxxx Xxxxxxx $150,000
(3) Xxxxx X. Xxxxxxxxxxx $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 31.45%
Xxxxx X. Xxxxxxxxxxx 26.38%
Xxxxx Xxxxx Pier 18.07%
Xxxxx X. Xxxxxxxxxxx 24.10%
------
100.00%.".
5. Paragraph 7.3(c)(1)(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 30.00%
Xxxxx X. Xxxxxxxxxxx 29.00%
Xxxxx Xxxxx Pier 15.00%
Xxxxx X. Xxxxxxxxxxx 25.00%
Xxxxxx Xxxxxxx 1.00%
-------
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 the date first above written.
GENERAL PARTNERS:
/s/ XXXX X. XXXXXXXXXXX
_______________________________
Xxxx X. Xxxxxxxxxxx
/s/ XXXXXX XXXXXXX
_______________________________
Xxxxxx Xxxxxxx
/s/ XXXXX X. XXXXXXXXXXX
_______________________________
Xxxxx X. Xxxxxxxxxxx
LIMITED PARTNERS:
/s/ XXXXX X. XXXXXXXXXXX
_______________________________
Xxxxx X. Xxxxxxxxxxx
/s/ XXXXX XXXXX PIER
_______________________________
Xxxxx Xxxxx Pier
654131.1
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