EXHIBIT 3.23
LIMITED PARTNERSHIP AGREEMENT
OF
FEL-PRO CHEMICAL PRODUCTS L.P.
THIS LIMITED PARTNERSHIP AGREEMENT is entered into as of the 24th day of
December, 1992, by and among Fel-Pro Management Co., a Delaware corporation, as
general partner (the "General Partner"), Fel-Pro Master General Partnership, an
Illinois general partnership, as limited partner (the "Limited Partner") (the
General Partner and the Limited Partner are sometimes referred to collectively
as the "Partners"), and David A. Weinberg, as initial limited partner (the
"Initial Limited Partner").
RECITALS
As of November 13, 1992, the General Partner and the Initial Limited
Partner entered into an Agreement to serve as General Partner and Initial
Limited Partner, pursuant to which they agreed to form Fel-Pro Chemical
Products, L.P. as a limited Partnership under the laws of the State of
Delaware and agreed to serve as the general partner and the initial limited
partner, respectively, of said limited partnership.
Effective as of the date hereof, the Initial Limited Partner wishes to
assign all of his right, title and interest in said limited partnership to the
Limited Partner and the Partners wish to set forth the complete limited
partnership agreement of said limited partnership.
NOW, THEREFORE, in consideration of the mutual covenants of the parties
hereinafter set forth, the Partners hereby agree as follows:
ARTICLE I
FORMATION OF LIMITED PARTNERSHIP
The Partners hereby enter into a limited partnership (the
"Partnership") under the provisions of the Revised Uniform Limited Partnership
Act of the State of Delaware (the "Act") and, except as otherwise expressly
provided herein, the rights and liabilities of the Partners shall be as
provided in the Act.
ARTICLE II
NAME
The business of the Partnership shall be conducted under the name
Fel-Pro Chemical Products L.P., or such other name as the
General Partner may hereafter designate. The General Partner shall cause all
documents required in connection with the establishment and the conduct of the
business of the Partnership to be filed and recorded in the appropriate offices
and places as required by law.
ARTICLE III
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DEFINITIONS
-----------
"Adjusted Taxable Income" means an amount (in no event less than zero)
equal to the Partnership's taxable income, if any, including all items of
income, gains, losses and expenses included in Section 702(a) of the Code;
provided, however, that the Partnership's taxable income shall be deemed to
exclude capital losses, and any capital gains included in taxable income shall
be reduced by the amount of any capital losses so excluded in the same or any
preceding year on a cumulative basis.
"Agreement" means this Limited Partnership Agreement, as amended,
modified or supplemented from time to time.
"Applicable Federal Rate" means the interest rate defined as such in SS
1274(d) of the Code.
"Capital Account" means an account maintained for each Partner which is
equal to such Partner's original capital contribution, increased by its
additional capital contributions and share of Partnership profits and decreased
by distributions to it and its share of Partnership losses.
"Code" means the Internal Revenue Code of 1986, as amended.
"FPMGP Partner" means a "partner" of Fel-Pro Master General Partnership
as defined in the Partnership Agreement of Fel-Pro Master General Partnership.
"General Partner" means Fel-Pro Management Co., but in the event that
such party is at any time no longer acting as the General Partner, the term
shall mean the party or parties then acting in such capacity.
"Limited Partners" means the parties identified as Limited Partners on
Schedule 1 attached hereto and any party admitted as a substituted Limited
Partner pursuant to Article XVI or as a new Limited Partner pursuant to Section
20.1.
"Participating Percentage" means, as to each holder of a Unit or Units
at any particular time, the percentage arrived at by dividing the total number
of Units held by such party by the total number of Units outstanding hereunder
and multiplying the quotient thereof by one hundred (100). The Participating
Percentages of the
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Partners and the number of Units owned by each Partner as of the date hereof are
set forth in Schedule 1 attached hereto.
"Partners" means the General Partner and the Limited Partners, where no
distinction is required by the context in which the term is used herein.
"Partnership" means the limited partnership formed pursuant to this
Agreement by the parties hereto, as such partnership may from time to time be
constituted.
"Taxpayer" means any person or entity (other than a person or entity
required to pay tax pursuant to the application of Sections 671 through 678 of
the Code) that is ultimately liable for U.S. federal, state or local income
taxes in respect of any portion of the Adjusted Taxable Income by virtue of
being a Partner or an FPMGPS Partner.
"Unit" means an interest in Partnership profits, losses, distributions
and/or other items as further described herein.
ARTICLE IV
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PURPOSE
-------
The purpose of the Partnership is to develop, manufacture, market and
distribute chemical maintenance and repair products (the "Business") and to
engage in any other lawful act or activity for which limited partnerships may be
organized under the laws of the State of Delaware.
ARTICLE V
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NAMES OF PARTNERS; ASSIGNMENT
-----------------------------
OF INTEREST OF INITIAL LIMITED PARTNER
--------------------------------------
5.1 The names of the Partners are set forth on Schedule 1 attached
hereto and made a part hereof.
5.2 Effective as of the date hereof, (a) the Initial Limited Partner
hereby assigns and transfers all of his right, title and interest in the
Partnership to the Limited Partner, (b) the Limited Partner hereby accepts such
assignment, and (c) the General Partner hereby consents to said assignment.
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ARTICLE VI
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TERM
----
The Partnership shall be effective as of November 13, 1992, the date of
filing of the Certificate of Limited Partnership of the Partnership, and shall
continue until December 31, 2091, unless sooner terminated as set forth herein.
ARTICLE VII
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PRINCIPAL PLACE OF BUSINESS
---------------------------
The principal place of business of the Partnership shall be 7450 North
McCormick Boulevard, Skokie, Illinois 60076, or such other place or places as
the General Partner may designate.
ARTICLE VIII
------------
CAPITAL CONTRIBUTIONS
---------------------
The initial capital of the Partnership shall be $1,760,606. Each of the
Partners shall be obligated to contribute to the capital of the Partnership the
amount of cash specified opposite its name on Schedule 1 hereto.
ARTICLE IX
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DISTRIBUTIONS
-------------
9.1 Except for mandatory distributions provided for in Section 9.2
below, the General Partner shall have the sole discretion to cause the
Partnership to make distributions to the Partners in accordance with their
respective Participating Percentages.
9.2 Notwithstanding anything contained herein to the contrary, the
General Partner shall distribute to the Partners, pro rata based upon their
Participating Percentages, an amount (collectively, the "Required Distribution
Amount") for each taxable year of the Partnership's operations equal to the
product of (a) the Adjusted Taxable Income of the Partnership for such taxable
year, times (b) the greater of (i) 40% or (ii) the highest aggregate U.S.
federal, state and local income tax rate in effect for such taxable year (the
"Aggregate Rate") applicable to any Taxpayer who has not consented to a
Distribution Reduction (as hereinafter defined). The Required Distribution
Amount shall not be reduced without the consent of all of the Taxpayers;
provided, however, that if in any taxable year the Taxpayers are subject to
different Aggregate Rates, all Taxpayers subject to the highest
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Aggregate Rate on the basis of which a Required Distribution Amount would
otherwise be payable may, without the approval of the remaining Taxpayers,
consent to reduce the Required Distribution Amount (a "Distribution Reduction")
for such taxable year to that required by the next highest Aggregate Rate
applicable to any Taxpayer who has not consented to a Distribution Reduction.
For purposes of this Section 9.2, the term "Aggregate Rate" shall take into
account any provisions of the Code that have the effect of increasing the
effective tax rate, including but not limited to those provisions which phase
out itemized deductions and those provisions which impose a surtax.
9.3 Estimated payments, each of one quarter of the Required Distribution
Amount, shall be made in four cash installments not later than 15 days before
estimated federal taxes are due, based upon the General Partner's good faith
estimate of the Partnership's Adjusted Taxable Income. The Partnership shall
distribute to the Partners, not later than April 10th of the year following the
close of each taxable year of the Partnership, the amount by which the Required
Distribution Amount for such taxable year exceeds the total amount distributed
to the Partners for such taxable year pursuant to the preceding sentence. If the
Partnership distributes estimated payments to the Partners in an amount in
excess of the Required Distribution Amount for any taxable year ("Excess
Distribution"), then the amount of the next distribution(s) the General Partner
would otherwise be required to make to such Partner(s) under Section 9.2 shall
be reduced by the Excess Distribution until the remaining balance of the Excess
Distribution is reduced to zero.
9.4 Nothing contained in this Agreement shall prohibit the General
Partner from distributing an amount in excess of the Required Distribution
Amount in respect of any taxable year; provided, however, that any distributions
intended to be in excess of the Required Distribution Amount shall be so
designed by the General Partner and such distributions shall not be taken into
account in determining whether there has been an Excess Distribution.
ARTICLE X
---------
ALLOCATIONS OF PROFITS AND LOSSES
---------------------------------
Except as otherwise required by Section 704 of the Code, each item of
the Partnership's income, gain, loss, deduction or credit from operations shall
be allocated to the Partners in accordance with their Participating Percentages.
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ARTICLE XI
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BOOKS OF ACCOUNT AND RECORDS
----------------------------
Proper and complete records and books of account shall be kept by the
General Partner in which shall be entered fully and accurately all transactions
and other matters relative to the Partnership's business as are usually entered
into records and books of account maintained by persons engaged in business of a
like character. The Partnership books and records shall be kept on the accrual
basis unless a different accounting method is permitted under applicable law and
the General Partner elects to employ such method. The books and records shall at
all times be maintained at the principal office of the Partnership and shall be
open to reasonable inspection and examination by the Partners or their duly
authorized representatives during reasonable business hours.
Each Partner shall receive a copy of such financial information
regarding the Partnership as the General Partner may deem appropriate in its
discretion.
Each Partner acknowledges that all financial and other business
information to which it may have access hereunder or by virtue of its being a
Partner or an employee of the Partnership or of the General Partner is
confidential and proprietary to the Partnership and that it will not, whether
during the term of this Agreement or thereafter, disclose such information or
permit the same to be disclosed to any other person or entity.
ARTICLE XII
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FISCAL YEAR
-----------
The fiscal year of the Partnership shall be a 52-53 week accounting
period ending on the last Sunday in December in each year, or such other date at
the General Partner may designate.
ARTICLE XIII
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PARTNERSHIP FUNDS
-----------------
The funds of the Partnership shall be deposited in such bank account or
accounts, or invested in such interest-bearing or non-interest-bearing
investments, as shall be designated by the General Partner. All withdrawals
from any such bank accounts shall be made by the authorized officers or agents
of the General Partner. Partnership funds shall be separately identifiable from
those of any other person or entity.
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ARTICLE XIV
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STATUS OF LIMITED PARTNERS
--------------------------
14.1 The Limited Partners shall not participate in the management or
control of the Partnership's business, transact any business for the Partnership
or have the power to act for or bind the Partnership, all such powers being
vested solely and exclusively in the General Partner. The Limited Partners
shall have no interest in the properties or assets of the General Partner or any
equity therein, or in any proceeds of any operations or sales thereof (which
operations and sales shall not be restricted in any respect), by virtue of
acquiring or owning Units.
14.2 The death, incapacity, dissolution or bankruptcy of a Limited
Partner, or the transfer of all of its interest in the Partnership to anyone not
then a Partner, shall not cause a dissolution of the Partnership, but the rights
of such Limited Partner to share in the profits and losses of the Partnership,
to receive distributions of Partnership funds and to assign an interest pursuant
to Article XVI hereof shall, on the happening of such an event, devolve on its
successor-in-interest, if any, and the Partnership shall continue as a limited
partnership. The successor-in-interest of the Limited Partner shall become a
substituted Limited Partner only upon compliance with Article XVI hereof.
14.3 No Limited Partner shall have any personal liability whatsoever,
whether to the Partnership, to any of the Partners or to the creditors of the
Partnership, for the debts of the Partnership or any of its losses.
ARTICLE XV
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POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER
------------------------------------------------
15.1 The General Partner shall have exclusive authority to manage the
operations and affairs of the Partnership and to make all decisions regarding
the business of the Partnership. Pursuant to the foregoing, it is understood
and agreed that the General Partner shall have all of the rights and powers of a
general partner as provided in the Act and as otherwise provided by law and any
action taken by the General Partner shall constitute the act of and serve to
bind the Partnership. In dealing with the General Partner acting on behalf of
the Partnership, no person shall be required to inquire into the authority of
the General Partner to bind the Partnership. Persons dealing with the
Partnership are entitled to rely conclusively on the power and authority of the
General Partner as set forth in this Agreement.
15.2 Subject to the foregoing, the General Partner is hereby granted the
right, power and authority to do on behalf of the Partnership all things which,
in its sole judgment, are necessary,
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proper or desirable to carry out the aforementioned duties and responsibilities,
including but not limited to the right, power and authority to lease, sell,
exchange, refinance or grant an option for the sale of all or any portion of the
property of the Partnership at such rental, price or amount, for cash,
securities or other consideration and upon such other terms as the General
Partner in its sole discretion deems proper.
15.3 The General Partner shall have the authority to delegate its
day-to-day managerial authority to such employees of the Partnership, and to
give such employees such titles, as the General Partner shall from time to time
designate, and to revoke or change such managerial authority and change or
eliminate such titles in the sole discretion of the General Partner.
15.4 The General Partner is hereby designed the "tax matters partner" of
the Partnership.
15.5 Neither the General Partner nor any agent of the General Partner
shall be liable, responsible or accountable in damages or otherwise to the
Partnership or any Limited Partner for any action taken or failure to act on
behalf of the Partnership within the scope of the authority conferred on the
General Partner by this Agreement or by law unless such action or omission was
performed or omitted fraudulently or in bad faith or constituted gross
negligence.
The Partners specifically acknowledge, without limiting the general
applicability of this Section 15.5, that the General Partner shall not be
liable, responsible or accountable in damages or otherwise to the Partnership or
any Limited Partner with respect to any action taken by the General Partner in
conjunction with an audit of the Partnership for income tax or other purposes.
15.6 The General Partner shall not be required to manage the Partnership
as its sole and exclusive function and may have other business interests and may
engage in other activities in addition to those relating to the Partnership.
Neither the Partnership nor any Partner shall have any right by virtue of this
Agreement or the partnership relationship created hereby in or to such other
ventures or activities or to the income or proceeds derived therefrom, and the
pursuit of such ventures and activities, even if competitive with the business
of the Partnership, shall not be deemed wrongful or improper. All expenses of
the General Partner incurred in the performance of its duties hereunder shall be
borne by the Partnership.
15.7 One or more additional or replacement General Partners may be
admitted to the Partnership without the consent of the Limited Partners if, by
only if, the additional or replacement General Partner(s) is an affiliate of the
General Partner. Any such additional General Partner(s) shall receive such
Participating Percentage as the General Partner may determine, so long as no
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dilution occurs with respect to any Limited Partner's Participating Percentage
without such Limited Partner's consent. Except for such affiliates, additional
General Partners may only be admitted to the Partnership with the consent of a
majority in interest of the Limited Partners or such higher proportion as may be
required by law.
15.8 The Partnership shall indemnify and hold harmless the General Partner
and its officers, employees and agents from and against any loss, expense,
damage or injury suffered or sustained by them by reason of any acts, omissions
or alleged acts or omissions arising out of their activities on behalf of the
Partnership, including, but not limited to, any judgment, award, settlement,
reasonable attorneys' fees and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim if the
acts, omissions or alleged acts or omissions upon which such actual or
threatened action, proceeding or claim is based were for a purpose reasonably
believed to be in the best interests of the Partnership and were not performed
or omitted fraudulently or in bad faith or as a result of gross negligence, by
such party or parties and were not in violation of the General Partner's
fiduciary obligation to the Partnership. The Partnership may advance sums for
payment of amounts described in this Section 15.8, provided that the recipient
of any such advances shall be obligated to repay the amounts advanced if the
recipient is finally adjudged ineligible to be indemnified hereunder.
ARTICLE XVI
-----------
TRANSFER OF LIMITED PARTNERSHIP INTERESTS
-----------------------------------------
16.1 A Limited Partner may not assign, sell, transfer or pledge or
otherwise encumber its Units, or any portion thereof, without the prior written
consent of the General Partner. In any case of transfer, the instrument of
transfer shall be in form and substance satisfactory to the General Partner.
16.2 Notwithstanding the provisions of Section 16.1, a Limited Partner
may, without the consent of the General Partner, assign or transfer its rights
to receive the share of profits and losses of the Partnership, the return of
capital contributions and any other distributions or payments to which such
Limited Partner would have been entitled. However, the assignee or transferee of
a Limited Partner's Units, or any portion thereof, shall not automatically
become a substituted Limited Partner or have any of the other rights of a
Limited Partner, and may be admitted to the Partnership as a Limited Partner in
the place and stead of, or together with, as the case may be, the Limited
Partner who has assigned or transferred all or part of its Units only upon
satisfaction of all of the following conditions:
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(a) A duly executed and acknowledged written instrument of
assignment must be filed with the Partnership setting forth the
intention of the assignor that the assignee become a Limited
Partner in the assignee's place.
(b) The assignor and the assignee must execute and deliver such
other instruments as the General Partner may deem necessary or
desirable to effect such admission, including the written
acceptance and adoption by the assignee of the provisions of
this Agreement, including the provisions of Article XVII hereof
as it relates to the assignor.
(c) The written consent of the General Partner to such substitution
shall be obtained, the granting or denial of which shall be
within the sole discretion of the General Partner.
After all of the foregoing conditions have been fulfilled and the assignee has
been admitted to the Partnership as a substituted Limited Partner, the General
Partner shall amend this Agreement and any Schedules hereto to reflect the
assignee's admission to the Partnership as a Limited Partner.
16.3 Notwithstanding the foregoing, no sale or assignment of a
Partnership interest may be made if the sale or assignment would result in the
termination of the Partnership under Section 708 of the Code, or any successor
section, and no such sale or assignment may be made unless the Partnership
receives an opinion of counsel, satisfactory in form and substance to the
General Partner, to the effect that (i) there will be no such termination of the
Partnership as a consequence of such sale or assignment and (ii) the transfer is
covered by proper exemptions from registration under applicable securities'
laws.
16.4 Any Limited Partner selling, assigning or transferring any Units
under this Article and the assignee or transferee thereof, jointly and
severally, shall reimburse the Partnership on demand for all costs and expenses
(including reasonable attorneys' fees) incurred by the Partnership in connection
with such sale, assignment and transfer, whether or not the consent of the
General Partner therefor is given.
ARTICLE XVII
------------
DISSOLUTION OF THE PARTNERSHIP
------------------------------
The happening of any of the following events shall work an immediate
dissolution of the Partnership:
(a) The dissolution or bankruptcy of the General Partner, unless a
substitute General Partner is selected by
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agreement of the Limited Partners holding a majority of the
Units (or such higher percentage as may be required by law), and
the new General Partner elects to continue the business of the
Partnership;
(b) The agreement of the Partners holding a majority of the
outstanding Units (or such higher percentage as may be required
by law) to dissolve the Partnership; or
(c) The expiration of the term of the Partnership as provided in
Article VI of this Agreement.
ARTICLE XVIII
-------------
ADDITIONAL PROVISIONS CONCERNING
DISSOLUTION OF THE PARTNERSHIP
--------------------------------
18.1 In the event of the dissolution of the Partnership for any
reason, the General Partner, or in the event that the General Partner has
dissolved or withdrawn from the Partnership, a liquidator or a liquidating
committee selected by the Limited Partners in accordance with the Act, shall
wind up the affairs of the Partnership. The Partners shall continue to share
profits and losses during the period of liquidation in the same proportion as
before the dissolution. The General Partner (or such liquidator or liquidating
committee) shall have full right and unlimited discretion to determine the time,
manner and terms of any sale or sales of Partnership property pursuant to such
liquidation.
18.2 Following the payment of all debts and liabilities of the
Partnership and all expenses of liquidation, and subject to the right of the
General Partner (or such liquidator or liquidating committee) to set up such
cash reserves as it may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Partnership, the proceeds of the
liquidation and any other funds of the Partnership shall be distributed to all
of the Partners in accordance with their respective Participating Percentages.
18.3 Each partner shall look solely to the assets of the Partnership
for all distributions with respect to the Partnership and for the return of its
capital contribution and shall have no recourse therefor against any other
Partner. The Partners shall not have any right to demand or receive property
other than cash upon dissolution and termination of the Partnership or to demand
the return of their capital contributions to the Partnership prior to
dissolution and termination of the Partnership.
18.4 Upon completion of the liquidation of the Partnership and the
distribution of all Partnership funds, the Partnership shall terminate, and the
General Partner shall have the authority
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to execute and record a Certificate of Cancellation of the Partnership as well
as any and all other documents required to effect the dissolution and
termination of the Partnership.
ARTICLE XIX
-----------
NOTICES
-------
All notices and demands required or permitted under this Agreement shall
be deemed properly given and effective upon receipt (or, if refused, upon the
date of such refusal) if in writing and sent by U.S. first class mail, postage
prepaid, overnight air courier, facsimile transmission or personal delivery to
the Partners at their addresses as shown from time to time on the records of the
Partnership. Any Partner may specify a different address by notifying the
General Partner in writing of such different address.
ARTICLE XX
-----------
AMENDMENT OF LIMITED PARTNERSHIP AGREEMENT
------------------------------------------
20.1 The General Partner shall have exclusive authority to admit new
limited partners to the Partnership on such terms and conditions as the General
Partner shall, in its sole discretion, deem appropriate without the consent of
the Limited Partners. In connection therewith, the General Partner may create
different classes of limited partners of the Partnership and make such changes
to this Agreement as it may deem appropriate.
20.2 This Agreement may be amended upon the affirmative vote of the
General Partner and the Limited Partners owning a majority of the Units;
provided however, that the provisions of Article IX and of this proviso may not
be amended or waived, nor may any provision inconsistent therewith be adopted,
without the affirmative vote of all of the Taxpayers. In the event this
Agreement shall be amended, the General Partner shall amend the Certificate of
the Limited Partnership to reflect such change if it deems such amendment to be
necessary or appropriate.
20.3 Unless otherwise provided expressly herein, any matters which
require or permit Partner approval or agreement may be approved or agreed to by
the holders of a majority of the Units (or such greater number of Units as may
be required herein) at a meeting called in accordance with this Section 20.3 at
which more than 50% of the Units are represented in person or by proxy.
(a) The General Partner may call a meeting of the Partners upon
delivery of notice of such meeting to all Partners not less than 15 days prior
to the meeting date.
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(b) Any action which may may be taken at a meeting of the Partners may
be taken by execution of a written consent providing for such action executed
by the holders of more than 50% of the Units or such greater number of
Units as may be required herein.
(c) Units held by the General Partner (or an affiliate thereof) may be
voted as to any and all matters for which a vote of Partners is provided
hereunder.
20.4 In addition to any amendments otherwise authorized herein, this
Agreement any be amended from time to time by the General Partner without the
consent of any of the Limited Partners: (i) to add to the representations,
duties or obligations of the General Partner or surrender any right or power
granted to the General Partner herein, for the benefit of the Limited Partners;
(ii) to cure any ambiguity, to correct or supplement any provision herein which
may be inconsistent with any other provision herein, or to make for the benefit
of the Limited Partners any other provisions with respect to matters or
questions arising under this Agreement which are not inconsistent with the
provisions of this Agreement; (iii) to preserve the status of the Partnership as
a "partnership" for Federal income tax purposes; and (iv) to delete or add any
provisions of this Agreement required to be so deleted or added by the staff of
the Securities and Exchange Commission or other federal agency or by a state
"Blue Sky" commission or similar such official, which addition or deletion is
deemed by such staff, agency or official to be for the benefit or protection of
the Limited Partners.
ARTICLE XXI
-----------
MISCELLANEOUS
-------------
21.1 This Agreement constitutes the entire agreement among the parties
with respect to the subject matter hereof. It supersedes any prior agreement or
understandings among them with respect to the subject matter hereof, and it may
not be modified or amended in any manner other than as set forth herein.
21.2 This Agreement and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.
21.3 Except as herein otherwise specifically provided, this Agreement
shall be binding upon and inure to the benefit of the Partners and their
personal representatives, heirs, administrators, executors, successors and
assigns.
21.4 Wherever from the context it appears appropriate, each term stated
in either the singular or the plural shall include the singular and the
plural, and pronouns stated in either the
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masculine, the feminine or the neuter gender shall include the masculine,
feminine and neuter.
21.5 Captions contained in this Agreement are inserted only as a matter
of convenience and in no way define, limit or extend the scope or intent of this
Agreement or any provision hereof.
21.6 If any provision of this Agreement, or the application of such
provision to any person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application or such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.
21.7 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original but all of which shall constitute one of the
same instrument.
21.8 The General Partner is not obligated to deliver or mail to any
Limited Partner a copy of the Partnership's Certificate of Limited Partnership
or of any amendment thereto or restatement thereof.
21.9 Each Limited Partner hereunder, by the execution of this Agreement
by such Limited Partner or its attorney-in-fact, hereby irrevocably constitutes
and appoints the General Partner, under this Agreement, the true and lawful
attorney-in-fact for such Limited Partner, with full power and authority in its
name, place and stead, to execute and acknowledge under oath, deliver, file and
record at the appropriate public offices such documents as may be necessary or
appropriate to carry out the provisions of this Agreement, including:
(a) All certificates and other instruments (including this
Agreement), including any amendment thereof, which the General Partner
deems appropriate to qualify or continue the Partnership as a limited
partnership under the Act (or a partnership in which the Limited
Partners will have limited liability comparable to that provided by the
Act) or under the laws of any other jurisdiction in which the
Partnership may conduct business, including but not limited to an
amendment reflecting the addition of any signatory hereto as a Partner
or any admission or substitution or other Partners, or reflecting the
capital contributions made by any signatory hereto or by any other
Partner, or any other document from time to time to admit a Partner, to
effect the substitution of any Partner's assignee as Partner;
(b) All instruments which the General Partner deems appropriate
to reflect a change or modification of the Partnership in accordance
with the terms of this Agreement;
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(c) All amendments to this Agreement approved in accordance with the
terms of this Agreement;
(d) All conveyances and other instruments which the General Partner
deems appropriate to reflect the dissolution and termination of the
Partnership; and
(e) All other instruments, documents or contracts requisite to
carrying out the intent and purpose of this Agreement and the business of
the Partnership.
The appointment by all Limited Partners of the General Partner as
attorney-in-fact shall be deemed to be an irrevocable power coupled with an
interest in recognition of the fact that each of the Partners under this
Agreement will be relying upon the power of the General Partner to act as
contemplated by this Agreement and in filing and taking other action by it on
behalf of the Partnership. The foregoing power of attorney shall survive the
subsequent death, incapacity, insolvency, dissolution or termination of a
Limited Partner or the assignment by any Limited Partner of the whole or any
part of its interest hereunder.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
GENERAL PARTNER: FEL-PRO MANAGEMENT CO.,
a Delaware corporation
By: /s/ David A. Weinberg
--------------------------------
Chairman of the Board
LIMITED PARTNER: FEL-PRO MASTER GENERAL PARTNERSHIP,
an Illinois general partnership
By: The Weinberg 1992 Gift Trust for
David U/A/D 12/10/92, one of its
partners
/s/ David A. Weinberg
--------------------------------
David A. Weinberg, Trustee
--------------------------------
Allan B. Muchin, Trustee
INITIAL LIMITED PARTNER: /s/ David A. Weinberg
--------------------------------
David A. Weinberg
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
GENERAL PARTNER: FEL-PRO MANAGEMENT CO.,
a Delaware corporation
By:
--------------------------------
Chairman of the Board
LIMITED PARTNER: FEL-PRO MASTER GENERAL PARTNERSHIP,
an Illinois general partnership
By: The Weinberg 1992 Gift Trust for
David U/A/D 12/10/92, one of its
partners
--------------------------------
David A. Weinberg, Trustee
/s/ Allan B. Muchin
--------------------------------
Allan B. Muchin, Trustee
INITIAL LIMITED PARTNER:
--------------------------------
David A. Weinberg
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SCHEDULE 1
TO LIMITED PARTNERSHIP AGREEMENT OF
FEL-PRO CHEMICAL PRODUCTS L.P.
------------------------------
Capital Participating
Name Contribution No. of Units Percentage
------ ------------ ------------ ----------
General Partner:
Fel-Pro Management Co. $ 17,606 1 1%
Limited Partners:
Fel-Pro Master
General Partnership $ 1,743,000 99 99%
----------- -- ---
TOTAL $ 1,760,606 100 100%
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