EXHIBIT
ITEM 14. (a)(3) 3(d)
LIMITED LIABILITY COMPANY AGREEMENT
OF
TELMARK LLC
This Limited Liability Company Agreement (together with the
schedules attached hereto, this "Agreement") of Telmark LLC, a Delaware limited
liability company (the "Company"), is entered into by Agway Holdings Inc., a
Delaware corporation, as the sole member (the "Initial Member"). Capitalized
terms used herein and not otherwise defined have the meanings set forth on
Schedule A hereto.
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The Initial Member, by execution of this Agreement, (i) hereby
forms and continues the Company as a limited liability company pursuant to and
in accordance with the Delaware Limited Liability Company Act (6 Del. C.
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ss.18-101, et seq.), as amended from time to time (the "Act"), and (ii) hereby
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agrees as follows:
1. Name.
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The name of the limited liability company heretofore formed
and continued hereby is Telmark LLC.
2. Principal Business Office.
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The principal business office of the Company shall be located
at 000 Xxxxxxxxx Xxxxx, XxXxxx, Xxx Xxxx, or at such other location as may
hereafter be determined by the Member.
3. Registered Office.
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The address of the registered office of the Company in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent.
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The name and address of the registered agent of the Company
for service of process on the Company in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. Members.
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The name and the mailing address of the Initial Member are set
forth on Schedule B attached hereto.
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6. Certificates.
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Xxxxxx X. Xxxxxxx, as an "authorized person" within the
meaning of the Act, shall execute, deliver and file the Certificate of Formation
with the Secretary of State of the State of Delaware. Upon the filing of the
Certificate of Formation with the Secretary of State of the State of Delaware,
his powers as an "authorized person" shall cease, and the Member thereupon
became the designated "authorized person" and shall continue as the designated
"authorized person" within the meaning of the Act. The Member or an Officer
shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
in New York State and in any other jurisdiction in which the Company may wish to
conduct business.
7. Purposes.
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The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act.
8. Powers.
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The Company (i) shall have and exercise all powers necessary,
convenient or incidental to accomplish its purposes as set forth in Section 7
and (ii) shall have and exercise all of the powers and rights conferred upon
limited liability companies formed pursuant to the Act.
9. Management.
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a. Board of Directors. The business and affairs of the Company
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shall be managed by or under the direction of a Board of one or more Directors.
The Member may determine at any time in its sole and absolute discretion the
number of Directors to constitute the Board. The authorized number of Directors
may be increased or decreased by the Member at any time in its sole and absolute
discretion. The initial number of Directors shall be six. The initial Directors
shall be the following individuals:
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxx X. X'Xxxxx
Xxxx X. Xxx Xxxxx
Xxxxxxx X. Xxxxx
Each Director elected, designated or appointed shall hold office until a
successor is elected and qualified or until such Director's earlier death,
resignation or removal. Each Director shall execute and deliver the Management
Agreement. Directors need not be Members.
x. Xxxxxx. The Board of Directors shall have the power to do
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any and all acts necessary, convenient or incidental to or for the furtherance
of the purposes described herein, including all powers, statutory or otherwise.
The Board of Directors has the authority to bind the Company.
c. Meeting of the Board of Directors. The Board of Directors
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of the Company may hold meetings, both regular and special, within or outside
the State of Delaware. Regular meetings of the Board may be held without notice
at such time and at such place as shall from time to time be determined by the
Board. Special meetings of the Board may be called by the President on not less
than one day's notice to each Director by telephone, facsimile, mail, telegram
or any other means of communication, and special meetings shall be called by the
President or Secretary in like manner and with like notice upon the written
request of any one or more of the Directors.
d. Quorum; Acts of the Board. At all meetings of the Board, a
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majority of the Directors shall constitute a quorum for the transaction of
business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the Directors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
e. Electronic Communications. Members of the Board, or any
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committee designated by the Board, may participate in meetings of the Board, or
any committee, by means of telephone conference or similar communications
equipment that allows all persons participating in the meeting to hear each
other, and such participation in a meeting shall constitute presence in person
at the meeting. If all the participants are participating by telephone
conference or similar communications equipment, the meeting shall be deemed to
be held at the principal place of business of the Company.
f. Committees of Directors.
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(i) The Board may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Company. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
(ii) In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such members constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.
(iii) Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Company. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep regular minutes of its meetings and report the same to the Board when
required.
g. Compensation of Directors; Expenses. The Board shall have
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the authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at meetings of the Board, which may be a
fixed sum for attendance at each meeting of the Board or a stated salary as
Director. No such payment shall preclude any Director from serving the Company
in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.
h. Removal of Directors. Unless otherwise restricted by law,
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any Director or the entire Board of Directors may be removed, with or without
cause, by the Member, and, any vacancy caused by any such removal may be filled
by action of the Member.
i. Directors as Agents. To the extent of their powers set
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forth in this Agreement, the Directors are agents of the Company for the purpose
of the Company's business, and the actions of the Directors taken in accordance
with such powers set forth in this Agreement shall bind the Company.
10. Duties of Directors.
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Except as provided in this Agreement, in exercising their
rights and performing their duties under this Agreement, the Directors shall
have fiduciary duties of loyalty and care similar to those of a director of a
business corporation organized under the General Corporation Law of the State of
Delaware.
11. Officers.
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a. Officers. The Officers of the Company shall be chosen by
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the Board and shall consist of at least a President, a Secretary and a
Treasurer. The Board of Directors may also choose one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person. The Board shall choose a President, a Secretary and a
Treasurer. The Board may appoint such other Officers and agents as it shall deem
necessary or advisable who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. The salaries of all Officers and agents of the Company shall
be fixed by or in the manner prescribed by the Board. The Officers of the
Company shall hold office until their successors are chosen and qualified. Any
Officer elected or appointed by the Board may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Board. Any vacancy
occurring in any office of the Company shall be filled by the Board.
b. President. The President shall be the chief executive
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officer of the Company, shall preside at all meetings of the Members, if any,
shall be responsible for the general and active management of the business of
the Company and shall see that all orders and resolutions of the Board are
carried into effect. The President shall execute all bonds, mortgages and other
contracts, except: (i) where required or permitted by law or this Agreement to
be otherwise signed and executed; (ii) where signing and execution thereof shall
be expressly delegated by the Board to some other Officer or agent of the
Company; and (iii) as otherwise permitted in Section 11c.
c. Vice President. In the absence of the President or in the
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event of the President's inability to act, the Vice President, if any (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice Presidents, if any, shall perform such other duties and
have such other powers as the Board may from time to time prescribe.
d. Secretary and Assistant Secretary. The Secretary shall be
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responsible for filing legal documents and maintaining records for the Company.
The Secretary shall attend all meetings of the Board and all meetings of the
Members, if any, and record all the proceedings of the meetings of the Company
and of the Board in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. The Secretary shall give, or
cause to be given, notice of all meetings of the Members, if any, and special
meetings of the Board, and shall perform such other duties as may be prescribed
by the Board or the President, under whose supervision the Secretary shall
serve. The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board (or if there be no such
determination, then in order of their election), shall, in the absence of the
Secretary or in the event of the Secretary's inability to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
e. Treasurer and Assistant Treasurer. The Treasurer shall have
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the custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Company as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and to the Board, at its regular meetings or when the Board so
requires, an account of all of the Treasurer's transactions and of the financial
condition of the Company and shall have such other duties as may from time to
time be prescribed by the Board of Directors. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability to act, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
f. Officers as Agents. The Officers, to the extent of their
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powers set forth in this Agreement or otherwise vested in them by action of the
Board not inconsistent with this Agreement, are agents of the Company for the
purpose of the Company's business, and, the actions of the Officers taken in
accordance with such powers shall bind the Company.
g. Duties of Officers. Except to the extent otherwise provided
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herein, each Officer shall have fiduciary duties of loyalty and care similar to
those of officers of business corporations organized under the General
Corporation Law of the State of Delaware.
12. Limited Liability.
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Except as otherwise expressly provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be the debts, obligations and liabilities solely of the
Company, and neither any Member nor any Director shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being a Member or Director of the Company.
13. Capital Contributions.
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The Initial Member was deemed admitted as the Member of the
Company upon the execution and delivery of the Initial LLC Agreement. The
Initial Member shall contribute the amount of cash to the Company listed on
Schedule B attached hereto.
14. Additional Contributions.
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The Initial Member is not required to make any additional
capital contribution to the Company. However, a Member may make additional
capital contributions to the Company at any time upon the written consent of
such Member. To the extent that the Member makes an additional capital
contribution to the Company, the Member shall revise Schedule B of this
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Agreement. The provisions of this Agreement, including this Section 14, are
intended solely to benefit the Member and, to the fullest extent permitted by
law, shall not be construed as conferring any benefit upon any creditor of the
Company (and no such creditor of the Company shall be a third-party beneficiary
of this Agreement) and no Member shall have any duty or obligation to any
creditor of the Company to make any contribution to the Company or to issue any
call for capital pursuant to this Agreement.
15. Allocation of Profits and Losses.
---------------------------------
The Company's profits and losses shall be allocated to the
Member.
16. Distributions.
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Distributions shall be made to the Member at the times and in
the aggregate amounts determined by the Board. Notwithstanding any provision to
the contrary contained in this Agreement, the Company shall not be required to
make a distribution to any Member on account of its interest in the Company if
such distribution would violate Section 18-607 of the Act or any other
applicable law or the Basic Documents.
17. Books and Records.
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The Board shall keep or cause to be kept complete and accurate
books of account and records with respect to the Company's business. The books
of the Company shall at all times be maintained by the Board. Each Member and
its duly authorized representatives shall have the right to examine the Company
books, records and documents during normal business hours. The Company, and the
Board on behalf of the Company, shall not have the right to keep confidential
from the Member any information that the Board would otherwise be permitted to
keep confidential from the Member pursuant to Section 18-305(c) of the Act. The
Company's books of account shall be kept using the method of accounting
determined by the Member. The Company's independent auditor shall be an
independent public accounting firm selected by the Member.
17.1 Fiscal Year.
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The fiscal year of the Company shall begin on the first day of
July in each year, unless otherwise provided by the Board of Directors.
18. Exculpation and Indemnification.
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a. No Member, Officer, Director, employee or agent of the
Company and no employee, representative, agent or Affiliate of the Member
(collectively, the "Covered Persons") shall be liable to the Company or any
other Person who has an interest in or claim against the Company for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Covered Person in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority conferred on such
Covered Person by this Agreement, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason of such Covered Person's
gross negligence or willful misconduct.
b. To the fullest extent permitted by applicable law, a
Covered Person shall be entitled to indemnification from the Company for any
loss, damage or claim incurred by such Covered Person by reason of any act or
omission performed or omitted by such Covered Person in good faith on behalf of
the Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Covered Person by this Agreement,
except that no Covered Person shall be entitled to be indemnified in respect of
any loss, damage or claim incurred by such Covered Person by reason of such
Covered Person's gross negligence or willful misconduct with respect to such
acts or omissions; provided, however, that any indemnity under this Section 18
shall be provided out of and to the extent of Company assets only, and no Member
shall have personal liability on account thereof.
c. To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Covered Person defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay such amount if it shall be determined that the Covered Person is
not entitled to be indemnified as authorized in this Section 18.
d. A Covered Person shall be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters the
Covered Person reasonably believes are within such other Person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Company, including information, opinions, reports or statements as
to the value and amount of the assets, liabilities, or any other facts pertinent
to the existence and amount of assets from which distributions to the Member
might properly be paid.
e. To the extent that, at law or in equity, a Covered Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement or any approval or
authorization granted by the Company or any other Covered Person. The provisions
of this Agreement, to the extent that they restrict the duties and liabilities
of a Covered Person otherwise existing at law or in equity, are agreed by the
Member to replace such other duties and liabilities of such Covered Person.
f. The foregoing provisions of this Section 18 shall survive
any termination of this Agreement.
19. Assignments.
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The Member may assign in whole or in part its limited
liability company interest in the Company. If the Member transfers all of its
limited liability company interest in the Company pursuant to this Section 19,
the transferee shall be admitted to the Company as a member of the Company upon
its execution of an instrument signifying its agreement to be bound by the terms
and conditions of this Agreement, which instrument may be a counterpart
signature page to this Agreement. Such admission shall be deemed effective
immediately prior to the transfer, and, immediately following such admission,
the transferor Member shall cease to be a member of the Company.
20. Resignation.
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A Member may resign from the Company with the written consent
of the Initial Member. If a Member is permitted to resign pursuant to this
Section 20, an additional member of the Company shall be admitted to the
Company, subject to Section 21, upon its execution of an instrument signifying
its agreement to be bound by the terms and conditions of this Agreement, which
instrument may be a counterpart signature page to this Agreement. Such admission
shall be deemed effective immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to be a member of the
Company.
21. Admission of Additional Members.
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One or more additional members of the Company may be admitted
to the Company with the written consent of the Member.
22. Dissolution.
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a. The Company shall be dissolved, and its affairs shall be
wound up upon the first to occur of the following: (i) the retirement,
resignation or dissolution of the Member or the occurrence of any other event
which terminates the continued membership of the Member in the Company unless
the business of the Company is continued in a manner permitted by the Act or
(ii) the entry of a decree of judicial dissolution under Section 18-802 of the
Act.
b. The bankruptcy (as defined in Section 18-101(1) of the Act)
of the Member shall not cause the Member to cease to be a member of the Company
and upon the occurrence of such an event, the business of the Company shall
continue without dissolution.
c. In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.
23. Waiver of Partition; Nature of Interest.
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Except as otherwise expressly provided in this Agreement, to
the fullest extent permitted by law, each Member hereby irrevocably waives any
right or power that such Member might have to cause the Company or any of its
assets to be partitioned, to cause the appointment of a receiver for all or any
portion of the assets of the Company, to compel any sale of all or any portion
of the assets of the Company pursuant to any applicable law or to file a
complaint or to institute any proceeding at law or in equity to cause the
dissolution, liquidation, winding up or termination of the Company. No Member
shall have any interest in any specific assets of the Company, and no Member
shall have the status of a creditor with respect to any distribution pursuant to
Section 16 hereof. The interest of the Members in the Company is personal
property.
24. Benefits of Agreement; No Third-Party Rights.
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None of the provisions of this Agreement shall be for the
benefit of or enforceable by any creditor of the Company or by any creditor of
any Member. Nothing in this Agreement shall be deemed to create any right in any
Person (other than Covered Persons) not a party hereto, and this Agreement shall
not be construed in any respect to be a contract in whole or in part for the
benefit of any third Person.
25. Severability of Provisions.
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Each provision of this Agreement shall be considered severable
and if for any reason any provision or provisions herein are determined to be
invalid, unenforceable or illegal under any existing or future law, such
invalidity, unenforceability or illegality shall not impair the operation of or
affect those portions of this Agreement which are valid, enforceable and legal.
26. Entire Agreement.
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This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof.
27. Governing Law.
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This Agreement shall be governed by and construed under the
laws of the State of Delaware (without regard to conflict of laws principles),
all rights and remedies being governed by said laws.
28. Amendments.
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This Agreement may not be modified, altered, supplemented or
amended except pursuant to a written agreement executed and delivered by the
Member.
29. Counterparts.
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This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Agreement and all of which
together shall constitute one and the same instrument.
30. Notices.
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Any notices required to be delivered hereunder shall be in
writing and personally delivered, mailed or sent by telecopy, electronic mail,
or other similar form of rapid transmission, and shall be deemed to have been
duly given upon receipt (a) in the case of the Company, to the Company at its
address in Section 2, (b) in the case of a Member, to such Member at its address
as listed on Schedule B attached hereto and (c) in the case of either of the
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foregoing, at such other address as may be designated by written notice to the
other party.
31. Enforcement by Director.
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Notwithstanding any other provision of this Agreement, the
Member agrees that this Agreement constitutes a legal, valid and binding
agreement of the Member, and is enforceable against the Member by the Directors,
in accordance with its terms.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the 1st day of July, 1998.
MEMBER:
AGWAY HOLDINGS INC.
By: /s/XXXXX X. X'XXXXX
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Name: Xxxxx X. X'Xxxxx
Title: Vice President
SCHEDULE A
Definitions
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A. Definitions
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When used in this Agreement, the following terms not otherwise defined
herein have the following meanings:
"Act" has the meaning set forth in the preamble to this Agreement.
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"Affiliate" means, with respect to any Person, any other Person
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directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such Person.
"Agreement" means this Limited Liability Company Agreement of the
---------
Company, together with the schedules attached hereto, as amended, restated or
supplemented form time to time.
"Board" or "Board of Directors" means the Board of Directors of
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the Company.
"Certificate of Formation" means the Certificate of Formation of
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the Company to be filed with the Secretary of State of the State of Delaware on
June 25, 1998, as amended or amended and restated from time to time.
"Control" means the possession, directly or indirectly, or the
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power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities or general
partnership or managing member interests, by contract or otherwise.
"Controlling" and "Controlled" shall have correlative meanings. Without limiting
the generality of the foregoing, a Person shall be deemed to Control any other
Person in which it owns, directly or indirectly, a majority of the ownership
interests.
"Covered Persons" has the meaning set forth in Section 18a.
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"Directors" means the directors elected to the Board of Directors
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from time to time by the Member, including the Independent Director. A Director
is hereby designated as a "manager" of the Company within the meaning of Section
18-101(10) of the Act.
"Initial Member" means Agway Holdings Inc., a Delaware
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corporation, as the sole member of the Company.
"Management Agreement" means the agreement of the Directors in
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the form attached hereto as Schedule C.
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"Member" means the Initial Member and includes any Person admitted
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as an additional member of the Company or a substitute member of the Company
pursuant to the provisions of this Agreement.
"Officer" means an officer of the Company described in Section 11.
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The initial Officers are listed on Schedule D hereto.
"Person" means any individual, corporation, partnership, joint
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venture, limited liability company, limited liability partnership, association,
joint-stock company, trust, unincorporated organization, or other organization,
whether or not a legal entity, and any governmental authority.
B. Rules of Construction
---------------------
Definitions in this Agreement apply equally to both the singular and
plural forms of the defined terms. The words "include" and "including" shall be
deemed to be followed by the phrase "without limitation." The terms "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Section, paragraph or
subdivision. The Section titles appear as a matter of convenience only and shall
not affect the interpretation of this Agreement. All Section, paragraph, clause,
Exhibit or Schedule references not attributed to a particular document shall be
references to such parts of this Agreement.
SCHEDULE B
Members
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Agreed Value of Percentage
Name Mailing Address Capital Contribution Interest
------------------- --------------- -------------------- ----------
Agway Holdings Inc. c/o Agway Inc. $1000 100%
P. O. Xxx 0000
Xxxxxxxx, XX 00000
SCHEDULE C
Management Agreement
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As of June 30, 1998
Telmark LLC
000 Xxxxxxxxx Xxxxx
XxXxxx, Xxx Xxxx 00000
Re: Management Agreement
Telmark LLC
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Ladies and Gentlemen:
For good and valuable consideration, each of the undersigned
persons, who have been designated as directors of Telmark Lease Funding I LLC, a
Delaware limited liability company (the "Company"), in accordance with the
Limited Liability Company Agreement of the Company, dated as of June __, 1998,
as it may be amended or restated from time to time (the "LLC Agreement"), hereby
agree as follows:
1. Each of the undersigned accepts such person's rights and authority
as a Director (as defined in the LLC Agreement) under the LLC Agreement and
agrees to perform and discharge such person's duties and obligations as a
Director under the LLC Agreement, and further agrees that such rights,
authorities, duties and obligations under the LLC Agreement shall continue until
such person's successor as a Director is designated or until such person's
resignation or removal as a Director in accordance with the LLC Agreement. Each
of the undersigned agrees and acknowledges that it has been designated as a
"manager" of the Company within the meaning of the Delaware Limited Liability
Company Act.
2. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
IN WITNESS WHEREOF, the undersigned have executed this
Management Agreement as of the day and year first above written.
/S/XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
/S/XXXXXX X. XXXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxxx
/S/XXXXXX X. XXXXX
--------------------
Name: Xxxxxx X. Xxxxx
/S/XXXXX X. X'XXXXX
--------------------
Name: Xxxxx X. X'Xxxxx
/S/XXXX X. XXX XXXXX
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Name: Xxxx X. Xxx Xxxxx
/S/XXXXXXX X. XXXXX
-----------------------
Name: Xxxxxxx X. Xxxxx
SCHEDULE D
to Limited Liability Company Agreement
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INITIAL OFFICERS
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Name Title
---- -----
Xxxxxx X. Xxxxxxx President
Xxxxx X. X'Xxxxx Vice President & Treasurer
Xxxxxxx X. Xxxxxxx Secretary
Xxxxxx X. Button Assistant Secretary
Xxxxxx X. Xxxxxx Assistant Secretary
Xxxxxxxx X. Xxxxxxx Assistant Secretary
Xxxxxxx X. Xxxxxx Assistant Secretary
Xxxxxxx X. Xxxxx Assistant Secretary
Xxxx X. XxXxxx Assistant Secretary
Xxxx X. Xxxxxx Assistant Secretary
Xxxx X. Xxxxx Assistant Treasurer
Xxxxxx X. Xxxxxxxxxxxx Assistant Treasurer
Xxxxx X. Xxxxxxx Assistant Treasurer
Xxxxxx X. Xxxx Assistant Treasurer
