ContractLimited Liability Company Agreement • February 13th, 2008 • Nineteen Eighty-Nine, LLC • Motor vehicle parts & accessories
This letter sets forth our agreement with respect to Chelonian Subsidiary, LLC. ("Chelonian") and 1989, Ltd. ("1989"), forming 1879 Hall, LLC, and entering into that certain Limited Liability Company Agreement of 1879 Hall, LLC, dated today (the "LLC Agreement"). All capitalized terms used in this letter shall, unless defined in this letter, have the meaning ascribed to such terms in the LLC Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF 1879 HALL, LLC (A Delaware Limited Liability Company) DATED EFFECTIVE AS OF November 19, 2001Limited Liability Company Agreement • February 13th, 2008 • Nineteen Eighty-Nine, LLC • Motor vehicle parts & accessories • Delaware
THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT, AND MAY NOT BE SOLD, OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE UNLESS REGISTRATION STATEMENTS UNDER SUCH ACTS WITH RESPECT TO SUCH INTERESTS ARE THEN IN EFFECT OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS ARE THEN APPLICABLE TO SUCH OFFER OR SALE, AND UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.
ASSIGNMENT AND ASSUMPTION OF INTEREST IN 1879 HALL, LLCAssignment and Assumption of Interest • February 13th, 2008 • Nineteen Eighty-Nine, LLC • Motor vehicle parts & accessories
THIS ASSIGNMENT AND ASSUMPTION OF INTEREST IN 1879 HALL, LLC (this "Assignment") is made and entered into to be effective for all purposes as of the 20th day of November, 2001 (the "Effective Date"), by and between 1989, Ltd., a Cayman Islands exempt company ("Assignor') and Nineteen Eighty-Nine, LLC, a Delaware limited liability company ("Assignee"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in that certain Limited Liability Company Agreement of 1879 Hall, LLC, dated November 19, 2001 (the "LLC Agreement").
THORNWOOD ASSOCIATES LIMITED PARTNERSHIP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 December 22, 2005Transfer Agreement • February 13th, 2008 • Nineteen Eighty-Nine, LLC • Motor vehicle parts & accessories
Thornwood Associates Limited Partnership ("Thornwood") and Chelonian Subsidiary, LLC ("Chelonian") and their Affiliates intend to transfer, directly or indirectly, in one or more transactions (collectively, the "Transfer"), to Affiliates of Chelonian and Thornwood (the "Transferee"): (i) some or all of their claims, right, title and interest in FMO Securities and Claims (the "Positions"); (ii) Chelonian's membership interest in 1879 Hall, LLC; and (iii) all of their rights, claims, title and interest in, to and under (a) the Limited Liability Company Agreement of 1879 Hall, LLC, dated November 19, 2001 (as amended from time to time, the "LLC Agreement"), (b) the Distribution Agreement, dated as of December 23, 2004, between Chelonian Subsidiary, LLC and Nineteen Eighty-Nine, LLC (as amended from time to time, the "Distribution Agreement"), (c) the Letter Agreement dated September 9, 2005 (the "First Letter Agreement"), between Thornwood and R2 Investments, LDC and (d) the Letter Agreem
