EXHIBIT A
WITHDRAWAL OF MEMBER FROM, ADMISSION OF
MEMBERS TO, CONTRIBUTION TO, AND
AMENDMENT TO OPERATING AGREEMENT OF,
LIMITED LIABILITY COMPANY
THIS AGREEMENT (the "Agreement") is signed on the date below the signature
of each party hereto but effective as of October 21, 1999 (the "Effective Date")
among XXXXXX COMMERCIAL FINANCE, L.L.C., a Louisiana limited liability company
(the "Organization"), XXXXXX X. XXXXXX ("X. Xxxxxx"), XXXXXXX X. XXXXXX
("X. Xxxxxx"), XXXXXX X. XXXXXX ("X. Xxxxxx"), XXXXXXX X. XXXXXX ("X. Xxxxxx"),
XXXXX X. XXXXXX ("X. Xxxxxx"), E. XXXXX XXXXX ("Xxxxx"), COASTAL, INC., a
Louisiana corporation, ("Coastal"), XXXXXX CHILDREN'S TRUST, an irrevocable
inter vivos trust established on December 27, 1994 (the "Trust") and
XXXXX X. XXXXXXXX ("Xxxxxxxx") who represented and warranted to each other as
follows:
WHEREAS: X. Xxxxxx, X. Xxxxxx, X. Xxxxxx, X. Xxxxxx, X. Xxxxxx and Xxxxx
are all of the members (the "Member(s)") of the Organization, a Louisiana
limited liability company, organized as Coastal Commercial Finance, L.L.C.
pursuant to Articles of Organization dated May 1, 1996, the date on which the
existence of the Organization commenced, a multiple original of which was
recorded on May 3, 1996 in the office of the Louisiana Secretary of State as
amended by Articles of Amendment to the Articles of Organization dated
July 9, 1996 a multiple original of which was recorded on July 22, 1996 in the
office of the Louisiana Secretary of State changing the name of the
Organization; and
WHEREAS: The Members are party to an Operating Agreement (the "Operating
Agreement") dated effective as of May 1, 1996 (all word(s) used herein with the
initial letter(s) capitalized and not otherwise defined herein shall have the
same meaning herein as in the Operating Agreement unless the context clearly
indicates the contrary); and
WHEREAS: X. Xxxxxx is withdrawing as a Member of the Organization in
accordance with the provisions of Section 6.01(a)(ii) of the Operating Agreement
effective as of the Effective Date, and pursuant to the terms and conditions, of
this Agreement; and
WHEREAS: Coastal, the Trust and Milliman are becoming Members of the
Organization effective as of the Effective Date, and in accordance with the
terms and conditions of, this Agreement; and
WHEREAS: The Members of the Organization, following the withdrawal of X.
Xxxxxx and the admission of Milliman, Coastal and the Trust, shall transfer all
shares of KBK Capital Corporation owned by each Member individually to the
Organization in accordance with the terms and conditions, and effective as of
the Effective Date, of this Agreement in return for membership interests in the
Organization; and
WHEREAS: The withdrawal of X. Xxxxxx, the admission of Coastal, Milliman
and the Trust, and the amendments to the Operating Agreement to effectuate the
foregoing require the unanimous consent of the Members;
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NOW, THEREFORE, the parties agree and contract as follows:
(1) X. Xxxxxx withdraws and resigns as a Member of the Organization
effective as of the Effective Date of this Agreement.
(2) Coastal, the Trust and Milliman are admitted as Members of the
Organization effective as of the Effective Date of this Agreement.
(3) To the extent required pursuant to the provisions of La. R.S. 12:1332
and/or the Operating Agreement, each of the Organization, X. Xxxxxx, X. Xxxxxx,
X. Xxxxxx, X. Xxxxxx and Xxxxx:
(a) consents and agrees to (i) the withdrawal and resignation of X.
Xxxxxx, and (ii) the admission of each of Coastal, Milliman and
the Trust, as Member(s) of the Organization effective as of the
Effective Date of this Agreement; and
(b) waives application of the provisions of Article VI of the
Operating Agreement insofar as, but only insofar as, necessary
for the effectuation of subpart (a) of this paragraph 3.
(4) Coastal, the Trust and Milliman, as a consequence of becoming Members
in the Organization, agree to be bound by all of the terms and conditions of the
Operating Agreement as modified by the terms and conditions, and effective as of
the Effective Date, of this Agreement.
(5) As a consequence of the resignation and withdrawal of X. Xxxxxx, and
the admission of each of Coastal, the Trust and Milliman, as Member(s) in the
Organization and the contribution being made by the Members to the Organization
as capital, the Members amend the Operating Agreement of the Organization as of
the Effective Date of this Agreement as follows:
(a) The term Member(s), as used in the Operating Agreement, shall
include Coastal, the Trust and Milliman. X. Xxxxxx shall not be
a Member.
(b) The first sentence of Section 1.01 is amended to read as follows:
The Members have made contributions of shares of the $.01 par
value common stock of KBK Capital Corporation to the capital of
the Organization as follows:
Shares of
Member Stock
------ -------
X. Xxxxxx 128,820
X. Xxxxxx 69,340
X. Xxxxxx 58,240
X. Xxxxxx 67,560
2
Coastal 62,475
Xxxxx 61,900
Trust 11,100
Milliman 23,160
-------
Total 482,595
=======
(c) The percentages set forth in Section 5.01(a) are amended to read
as follow:
X. Xxxxxx 26.6932%
X. Xxxxxx 14.3682%
X. Xxxxxx 12.0681%
X. Xxxxxx 13.9993%
Coastal 12.9456%
Xxxxx 12.8265%
Trust 2.3001%
Milliman 4.7991%
---------
Total 100.0000%
=========
(6) As required by the provisions of Section 6.05(b) of the Operating
Agreement, the notice address for each of Coastal, the Trust and Milliman are
set forth opposite the signature of each such party hereto.
(7) The spouse of each married Member, by signature hereto, acknowledges
the provisions of Section 9.10 of the Operating Agreement remain applicable to
the interest of the Member in the Organization following the adoption of this
Agreement.
(8) The Organization consents to, authorizes, ratifies, approves and adopts
the action of its Members set forth in this Agreement.
(9) This Agreement may be signed in multiple counterparts, each of which
shall have the force and effect of an original, and all of which shall
constitute one and the same agreement.
IN WITNESS WHEREOF the parties have signed this Agreement on the date set
forth below their respective signatures but effective as of the Effective Date.
MEMBERS:
/s/ XXXXXX X. XXXXXX
----------------------
Notice Address: Xxxxxx X. Xxxxxx
X.X. Xxx 000 Date: October 8, 0000
Xxxxxxxxx, Xxxxxxxxx 00000-0000
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/s/ XXXXXXX X. XXXXXX
-----------------------
Notice Address: Xxxxxxx X. Xxxxxx
P.O. Box 1166 Date: October 1, 0000
Xxxxxxxxx, Xxxxxxxxx 00000-0000
/s/ XXXXXXX X. XXXXXX
-----------------------
Notice Address: Xxxxxxx X. Xxxxxx
X.X. Xxx 000 Date: October 4, 0000
Xxxxxxxxx, Xxxxxxxxx 00000-0000
/s/ XXXXXX X. XXXXXX
----------------------
Notice Address: Xxxxxx X. Xxxxxx
X.X. Xxx 000 Date: October 4, 1999
Abbeville, Louisiana 70511-0246
/s/ XXXXX X. XXXXXX
---------------------
Notice Address: Xxxxx X. Xxxxxx
000 Xxxxxx Xxxxxx Date: October 4, 1999
Xxxxxxxxx, Xxxxxxxxx 00000
/s/ E. XXXXX XXXXX
--------------------
Notice Address: E. Xxxxx Xxxxx
P.O. Box 2517 Date: October 1, 1999
Xxxxxxxxx, Xxxxxxxxx 00000
COASTAL, INC.
By: /s/ XXXXXXX X. XXXXXX
-----------------------
Notice Address: Xxxxxxx X. Xxxxxx, President
X.X. Xxx 000 Date: October 4, 1999
Abbeville, Louisiana 70511-0418
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XXXXXX CHILDREN'S TRUST
By: /s/ XXXXXXX X. XXXXXX, TRUSTEE
---------------------------------
Notice Address: Xxxxxxx X. Xxxxxx, Trustee
X.X. Xxx 000 Date: October 4, 0000
Xxxxxxxxx, Xxxxxxxxx 00000-0000
/s/ XXXXX X. XXXXXXXX
------------------------
Notice Address: Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxxxx Date: October 4, 1999
Xxxxxxxxx, Xxxxxxxxx 00000
SPOUSES:
/s/ XXXXXXXX XXXXXX XXXXXX
----------------------------
Xxxxxxxx Xxxxxx Xxxxxx
Date: October 4, 1999
/s/ XXXXXXXX XXXXXXXXX XXXXXX
-------------------------------
Xxxxxxxx Xxxxxxxxx Xxxxxx
Date: October 4, 1999
/s/ XXXXXXXX XXXXXX XXXXXX
----------------------------
Xxxxxxxx Xxxxxx Xxxxxx
Date: October 4, 1999
/s/ XXXXXX XXXXXX XXXXX
-------------------------
Xxxxxx Xxxxxx Xxxxx
Date: October 6, 1999
XXXXXX COMMERCIAL FINANCE, L.L.C.
By: /s/ XXXXXX X. XXXXXX
----------------------
Notice Address: Xxxxxx X. Xxxxxx, Managing Member
X.X. Xxx 000 Date: October 8, 1999
Abbeville, Louisiana 70511-0777
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