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Amendment To General Partnership Agreement

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Sectors: Chemicals
Effective Date: March 23, 2000
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Exhibit 10(jj)


ANNEX A


AMENDMENT TO ALBRIGHT & WILSON COMPANY
GENERAL PARTNERSHIP AGREEMENT


This Agreement amending the Albright & Wilson Company General Partnership Agreement (as amended, the "PARTNERSHIP AGREEMENT") is entered into as of March 23, 2000, between Albright & Wilson Americas Inc., a Delaware corporation ("A&W INC."), PCS Phosphate Company, Inc., a Delaware corporation ("PCSP") and PCS Industrial Products, Inc., a Delaware corporation ("NEW PARTNER").


WHEREAS, A&W Inc. and PCSP are parties to the Partnership Agreement, which created Albright & Wilson Company ("A&W CO.") as a Virginia general partnership;


WHEREAS, A&W Inc. and PCSP believe it is in the best interests of A&W Co. to admit New Partner as a general partner of A&W Co. with a percentage interest equal to the percentage interest set forth next to New Partner's name on Schedule 1 attached hereto;


WHEREAS, the New Partner desires to become a general partner of A&W Co. and to have all the rights and be subject to all the obligations of a general partner under the Partnership Agreement;


WHEREAS, A&W Inc. and PCSP desire to make certain amendments to the Partnership Agreement to provide for the admission of the New Partner as a general partner;


WHEREAS, A&W Inc. and PCSP wish to amend the Partnership Agreement in order to establish the rights and obligations of an A&W Co. member after its partnership interest has been transferred;


WHEREAS, A&W Inc. and PCSP also believe that it is in the best interest of A&W Co. to provide for distributions by A&W Co. to Partners other than in accordance with Section 5.02 of the Partnership Agreement, which provides for distributions on a "pro rata" basis in accordance with the Partner's respective Shares as of that time, so long as such alternative method of distribution is agreed to by vote of the Partners;


WHEREAS, A&W Inc. and PCSP wish to amend the Partnership Agreement in order to provide for agreement among Partners with regard to distributions which are other than "pro rata" in accordance with Share ownership; and


WHEREAS, A&W Inc. and PCSP desire to change the name of A&W Co.


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties agree as follows:


2


1. Definitions. Unless otherwise defined herein, all defined terms used in this Agreement shall have the same definitions as contained in the Partnership Agreement.


2. Amendments to Partnership Agreement.


A. Unless otherwise provided in this Agreement, throughout the
entirety of the Partnership Agreement, each usage of A&W Co. shall be
replaced with "PCS Purified Phosphates."


B. Section 2.02. Section 2.02 (Shares) of the Partnership
Agreement is hereby amended in its entirety to read as follows:


"2.02 Shares. Except as otherwise provided in Article
VIII or IX of this Agreement, the percentage interest of each
Partner in PCS Purified Phosphates shall be as set forth on
Schedule 1 attached hereto."


C. Section 4.01. Section 4.01 (Capital Contributions) of the
Partnership Agreement is hereby amended by adding the following
paragraph (d) to the end of Section 4.01:


"(d) On March 23, 2000, PCS Industrial Products,
Inc. shall contribute to PCS Purified Phosphates the amount of
$450,000 which will represent the capital contribution of PCS
Industrial Products, Inc. to PCS Purified Phosphates and will
entitle PCS Industrial Products, Inc. to the percentage
interest in PCS Purified Phosphates set forth next to PCS
Industrial Product, Inc.'s name on Schedule 1 attached
hereto."


D. Sub-section 1.01(s). Sub-section 1.01(s) (Definitions;
Partner) is hereby amended in its entirety to read as follows:


"(s) "Partner" shall mean PCS Phosphate Company, Inc.,
Albright and Wilson Americas Inc., or PCS Industrial Products,
Inc., as the case may be, and the term "Partners" shall mean
all of the Partners."


E. Section 6.02. Section 6.02 (Distributions) of the
Partnership Agreement is hereby amended by placing the phrase "as
otherwise agreed by unanimous vote of the Partners or" after the word
"Except" in the first sentence.


F. Article VIII. Article VIII (Transfer of Interest) is hereby
amended by adding the following new Section 8.03 after existing Section
8.02:


"8.03 Dissociation.
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