SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT OF ROXBURY CAPITAL
MANAGEMENT, LLC DATED AS OF MARCH 10, 2001
EXHIBIT 10.49
SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT OF ROXBURY CAPITAL
MANAGEMENT, LLC
WHEREAS, an Amended and Restated Limited Liability Company Agreement
(the "Agreement") was made as of July 31, 1998, by and among Roxbury Capital
Management ("Roxbury"), WT Investments, Inc. ("WTI"), the Principals (as defined
in the Agreement) and Wilmington Trust Corporation ("Wilmington") to govern the
operation of Roxbury Capital Management, LLC (the "LLC");
WHEREAS, a First Amendment to the Agreement was made as of July 31,
1998, among Roxbury, WTI, the Principals and Wilmington;
WHEREAS, the Members of the LLC now desire to amend the Agreement
pursuant to Section 14.1 of the Agreement;
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members of the LLC, intending
to be legally bound, hereby agree to amend the Agreement as follows:
1. Each capitalized term used, but not defined, in this First Amendment
shall have the meaning assigned to it in the Agreement.
2. Notwithstanding the provisions of Sections 7.2(a) and (d) of the LLC
Agreement, Roxbury may exercise a Special Roxbury Put in accordance with Section
7.2 with respect to either or both of: (i) the Derivative Share of ▇▇▇▇▇ ▇▇▇▇▇▇
(592,800 Common Membership Points) ("▇▇▇▇▇▇ Derivative Share"), and (ii) the
Derivative Share of ▇▇▇▇▇ ▇▇▇▇▇ (592,800 Common Membership Points) ("▇▇▇▇▇
Derivative Share"), at any time on or before September 17, 2001 ("Extension
Date"), at the same Put Price and upon all other applicable terms and conditions
as if either or both of such Special Roxbury Puts, as applicable, were exercised
on March 15, 2001; provided, however, that if Roxbury shall exercise such
Special Roxbury Put with respect to either or both of the ▇▇▇▇▇▇ Derivative
Share and the ▇▇▇▇▇ Derivative Share on or before the Extension Date, then any
distributions made by the LLC that are attributable to the applicable Derivative
Share(s) during the period commencing April 1, 2001 and ending on the date of
exercise of such Special Roxbury Put shall be deducted from the Put Price paid
to Roxbury by Wilmington. The closing of the sale effected by any such Special
Roxbury Put, and payment of the Put Price by Wilmington, shall occur on or
before the date that is fifteen (15) days after the date of exercise of any such
Special Roxbury Put. Notwithstanding the foregoing, Roxbury's right to exercise
the Special Roxbury Put on or before the Extension Date with respect to the
▇▇▇▇▇ Derivative Share is conditioned upon a determination that ▇▇▇▇▇ ▇▇▇▇▇ is
disabled for purposes of the Agreement effective on or before March 15, 2001.
3. Schedule I of the Agreement is hereby amended and replaced with the
Schedule I attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the March 10, 2001.
ROXBURY CAPITAL MANAGEMENT
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Managing
Director
WT INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
2
/s/ Chintaka Deraniyagla
---------------------------------------------
Chintaka Deraniyagla
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
WILMINGTON TRUST CORPORATION, a Delaware
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
-------------------------------------
3
Additional Signature Page to Second Amendment to Limited Liability Company
Agreement of Roxbury Capital Management, LLC
THE ▇▇▇▇▇▇ FAMILY 1999 IRREVOCABLE TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
--------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
4
