EXHIBIT 10.20
FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF IWN, L.P.
a Delaware limited partnership
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This First Amendment (this "Amendment") is made and entered into on March
11, 1996, by and among IWN, Inc., a Delaware corporation ("IWN"), Symphony
Management Associates, Inc., a Delaware corporation ("Symphony"), and Symphony
IWN Investment LLC, a Delaware limited liability company ("LLC"), in order to
amend the Third Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), effective as of December 31, 1995, of IWN, L.P., a
Delaware limited partnership (the "Partnership").
1. Defined Terms. Unless otherwise defined herein, all capitalized terms
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used but not defined herein shall have the meanings ascribed to such terms in
the Partnership Agreement.
2. Substitution of Class A Limited Partner. Concurrently with the
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execution of this Amendment, Symphony has assigned to LLC all of Symphony's
right, title and interest in and to the Partnership. In connection with and as
part of such assignment, Symphony hereby withdraws as a Class A Limited Partner
in the Partnership and LLC is hereby substituted as a Class A Limited Partner in
its place with respect to the interest so transferred.
3. Addition of Class B Limited Partners. Colleen Anderson and Edward R.
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Foy are hereby admitted as Class B Limited Partners in the Partnership with
respect to the respective Interests awarded to each of them pursuant to the
respective Founders Award Agreements, of even date herewith, between each of
them and the Partnership.
4. Amendment of Schedule 1. To reflect the withdrawal of Symphony and
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substitution of LLC and the admission of Ms. Anderson and Mr. Foy as Class B
Limited Partners as aforesaid, Schedule 1 of the Partnership Agreement is hereby
amended to read in its entirety as set forth in Exhibit 1 attached hereto.
5. Counterparts. This Amendment may be executed, by original or
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facsimile signature, in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. Photographic copies of such signed counterparts may be used in lieu
of the originals for any purpose.
1.
6. No Other Effect. Except as set forth in this Amendment, the
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Partnership Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
IWN, INC.
By: /s/ Daniel C. Downs
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Name: Daniel C. Downs
Its: Chairman
SYMPHONY MANAGEMENT ASSOCIATES,
INC.
By: /s/ Richard J. Donnelly
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Name: Richard J. Donnelly
Its: Treasurer and Secretary
SYMPHONY IWN INVESTMENT LLC
By: /s/ Valerie S. Hart
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Name: Valerie S. Hart
Its: Vice President and
Secretary
2.
Schedule 1
EXHIBIT 1
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IWN, L.P.,
a Delaware Limited Partnership
Schedule of Partners
as of March , 1996
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Name and Address Percentage
Of Limited Partner Interest
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GENERAL PARTNERS:
IWN, Inc
5966 La Place Court
Carlsbad, CA 92008
FAX: 619-930-1174 ..................................... 47.125%
with a copy to:
NTN Communications, Inc.
5966 La Place Court
Carlsbad, CA 92008
FAX: 619-929-5289
Attention: Laura Kass, Esq.
CLASS A LIMITED PARTNER:
Symphony IWN Investment LLC
c/o Symphony Management Associates, Inc.
900 Bestgate Road, Suite 400
Annapolis, MD 21401
FAX: 410-573-5205 ...................................... 47.125%
Attention: Chief Financial Officer
with a copy to:
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
FAX: 215-564-8120
Attention: William R. Sasso, Esq.
CA CLASS B LIMITED PARTNERS:
Colleen Anderson
2159 Via Tiempo
Cardiff, CA 92007 ..................................... 3.00%
Edward R. Foy
2946 Avenida Valera ....................................
Carlsbad, CA 92009 .................................... 2.75%
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TOTAL ............................................. 100.00%
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