EXHIBIT 19
Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited
Partnership of the Purchaser
AMENDMENT NO. 5
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
DWG ACQUISITION GROUP, L.P.
Amendment No. 5, dated as of January 1, 1996 ("Amendment No.
5"), to the Agreement of Limited Partnership of DWG Acquisition Group,
L.P., as amended, by and among ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. May, as general
partners (the "General Partners"), and ▇▇▇▇ ▇▇▇▇▇▇▇▇, as limited partner
(the "Limited Partner").
DWG Acquisition Group, L.P. (the "Partnership") was formed as a
limited partnership in accordance with the Delaware Revised Uniform
Limited Partnership Act (6 DEL. C. 17-101, ET SEQ.) pursuant to
an Agreement of Limited Partnership of the Partnership dated as of
September 25, 1992, as amended by Amendment No. 1 dated as of November
15, 1992, Amendment No. 2 dated as of March 1, 1993, Amendment No. 3
dated as of April 14, 1993 and Amendment No. 4 dated January 1, 1995 (as
so amended, the "Partnership Agreement").
NOW, THEREFORE, the General Partners and the Limited Partner,
in consideration of the premises and the mutual covenants contained
herein, hereby agree as follows:
1. Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings ascribed thereto in the
Partnership Agreement.
2. The first sentence of Section 19.1 of the Partnership
Agreement is hereby amended to read, in its entirety, as follows:
"On the earliest to occur of (a) the date on which the
Limited Partner gives the Partnership a written notice
electing to sell his partnership interest in the
Partnership, or (b) June 30, 1997 (such earliest date is
hereinafter referred to as the date of "Termination"), the
Limited Partner (or his estate, as the case may be) shall
sell to the Partnership, and the Partnership shall
purchase, all of the Limited Partner's partnership
interest in the Partnership on the date of Termination at
a purchase price equal to the Payout Amount (as
hereinafter defined).
3. Except as specifically set forth in this Amendment No. 5,
the Partnership Agreement shall remain unmodified and in full force and
effect and is hereby ratified, as amended by this Amendment No. 5.
4. This Amendment No. 5 shall be governed by, and construed
in accordance with, the laws of the State of Delaware, applicable to
agreements made and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment No. 5 as of the day and year first above
written.
GENERAL PARTNERS:
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇. MAY
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▇▇▇▇▇ ▇. May
LIMITED PARTNER:
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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