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EXHIBIT 10.17
AMENDMENT TO
AMENDED AND RESTATED PARTNERSHIP AGREEMENT
OF
XXXXXXXXXXX CAPITAL
This Amendment to Amended and Restated Partnership Agreement of
Xxxxxxxxxxx Capital, dated as of December 1, 1997 (this "Amendment Agreement"),
is entered into by and among Value Advisors LLC, a Delaware limited liability
company and the managing partner ("Value Advisors") and Xxxxxxxxxxx Capital,
L.P., a Delaware limited partnership and a partner ("Opcap LP") (each of Value
Advisors and Opcap LP are each a "Partner" and are collectively the "Partners").
W I T N E S S E T H :
WHEREAS, Xxxxxxxxxxx Capital (the "Partnership") has been formed and
was continued as a general partnership under the Uniform Partnership Law of the
State of Delaware (6 Del.C. ss. 1501, et seq.) pursuant to an Amended and
Restated Partnership Agreement of the Partnership, dated as of March 14, 1991
(as amended, the "Partnership Agreement");
WHEREAS, the Partners are the sole partners of the Partnership;
WHEREAS, the Partners desire to amend the Partnership Agreement to
change the Fiscal Year (as defined in the Partnership Agreement) from "April 30"
to "December 31";
WHEREAS, pursuant to Section 6.01 of the Partnership Agreement, Value
Advisors as the Managing Partner (as defined in the Partnership Agreement), has
the authority to change the Fiscal Year, for either accounting or tax purposes,
if Value Advisors, in its sole discretion, subject to approval of the Internal
Revenue Service, shall determine such change to be legally required or to be
necessary or appropriate to the business of the Partnership;
WHEREAS, Value Advisors as the Managing Partner has determined that the
change of the Fiscal Year for accounting and tax purposes is necessary or
appropriate to the business of the Partnership;
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WHEREAS, each of the Partners has determined that this Amendment of the
Partnership Agreement is not directly and materially adverse to the holders of
Units (as defined in the Op L.P. Agreement) (as defined in the Partnership
Agreement); and
WHEREAS, the undersigned, being all of the partners of the Partnership,
to accomplish the foregoing, desire to amend the Partnership Agreement in the
manner set forth herein.
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, do hereby agree as follows:
1. Amendment to Section 6.01 of the Partnership Agreement. Section 6.01
of the Partnership Agreement is hereby amended by deleting the date "April 30"
in the first sentence of Section 6.01 of the Partnership Agreement and inserting
in lieu thereof, the date "December 31".
2. Future Cooperation. Each Partner agrees to cooperate at all times
from and after the date hereof with respect to all of the matters described
herein, and to execute such further documents as may be reasonably requested for
the purpose of giving effect to, or evidencing the transactions contemplated by,
this Amendment Agreement.
3. Binding Effect. This Amendment Agreement shall be binding upon, and
shall enure to the benefit of, the Partners and their respective successors and
assigns.
4. Execution in Counterparts. This Amendment Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
5. Agreement in Effect. Except as hereby amended, the Partnership
Agreement shall remain in full force and effect.
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6. Governing Law. This Amendment Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware, all rights
and remedies being governed by such laws, without regard to principles of
conflict of laws rules.
IN WITNESS WHEREOF, the Partners have caused this Amendment Agreement
to be duly executed as of the day and year first above written.
VALUE ADVISORS LLC
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
XXXXXXXXXXX CAPITAL, L.P.
By: PIMCO PARTNERS, G.P.,
its General Partner
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Senior Vice President
Pursuant to authorization
granted to the Management
Board pursuant to that certain
Written Action dated
November 4, 1997