THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ANDERSON BAMM HOLDINGS, LLC
EXHIBIT 12
THIRD AMENDMENT
TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXXXX BAMM HOLDINGS, LLC
THIS THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of XXXXXXXX BAMM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of July 16, 2012, by and among Xxxxxxx X. Xxxxxxxx; Xxxx X. Xxxxxxxx; Xxxxxxx X. Xxxxxxxx, Xx.; Xxxxx X. Xxxxxxxx; and Xxxxx X. Xxxxxxxx (collectively, the “Board of Directors”) to adopt the resolutions and actions set forth below, with the same effect as if they had been duly approved at a special meeting of the Board of Directors as of July 16, 2012:
WHEREAS, the Members of the Company have previously entered into that certain Limited Liability Company Agreement of the Company dated as of April 9, 2007, as amended by that certain First Amendment to the Limited Liability Company Agreement of the Company dated as of March 19, 2010 and that certain Second Amendment to the Limited Liability Company Agreement of the Company dated as of March 13, 2012 (together, the “LLC Agreement”); and
WHEREAS, pursuant to that certain Agreement dated as of March 12, 2012 between Xxxxx X. Xxxxxxxx, a Member of the Company, as settlor (“Xxxxx Xxxxxxxx”), and Xxxxx X. Xxxxxxxx and Xxxxxxxxx Bee Xxxxxxxx, as trustees, Xxxxx Xxxxxxxx established the Xxxxx X. Xxxxxxxx 2012 GRAT, a grantor retained annuity trust (the “Xxxxx Xxxxxxxx GRAT”), and, in connection therewith, transferred and delivered to the trustees as the principal of the Xxxxx Xxxxxxxx GRAT his Interest in the Company (the “Xxxxx Xxxxxxxx GRAT Transfer”), which transfer was deemed to be a Permitted Transfer, as set forth in Section 12.4 of the LLC Agreement; and
WHEREAS, pursuant to that certain Agreement dated as of March 13, 2012 between Xxxxx X. Xxxxxxxx, a Member of the Company, as settlor (“Xxxxx Xxxxxxxx”), and Xxxxx X. Xxxxxxxx, as trustee, Xxxxx Xxxxxxxx established the Xxxxx X. Xxxxxxxx 2012 GRAT, a grantor retained annuity trust (the “Xxxxx Xxxxxxxx GRAT”), and, in connection therewith, transferred and delivered to the trustees as the principal of the Xxxxx Xxxxxxxx GRAT his Interest in the Company (the “Xxxxx Xxxxxxxx GRAT Transfer”), which transfer was deemed to be a Permitted Transfer, as set forth in Section 12.4 of the LLC Agreement; and
WHEREAS, on July 16, 2012, in exchange for assets of equal value, the Xxxxx Xxxxxxxx GRAT transferred to Xxxxx Xxxxxxxx the Interest in the Company that had previously been transferred by Xxxxx Xxxxxxxx to the Xxxxx Xxxxxxxx GRAT pursuant to the Xxxxx Xxxxxxxx GRAT Transfer (the “Xxxxx Xxxxxxxx GRAT Exchange Transaction”); and
WHEREAS, on July 13, 2012, in exchange for assets of equal value, the Xxxxx Xxxxxxxx GRAT transferred to Xxxxx Xxxxxxxx the Interest in the Company that had previously been transferred by Xxxxx Xxxxxxxx to the Xxxxx Xxxxxxxx GRAT pursuant to the Xxxxx Xxxxxxxx GRAT Transfer (the “Xxxxx Xxxxxxxx GRAT Exchange Transaction”); and
WHEREAS, pursuant to the Xxxxx Xxxxxxxx GRAT Exchange Transaction, the Xxxxx Xxxxxxxx GRAT is no longer a Member of the Company, and Xxxxx Xxxxxxxx is once again a Member of the Company, effective July 16, 2012; and
WHEREAS, pursuant to the Xxxxx Xxxxxxxx GRAT Exchange Transaction, the Xxxxx Xxxxxxxx GRAT is no longer a Member of the Company, and Xxxxx Xxxxxxxx is once again a Member of the Company, effective July 13, 2012; and
WHEREAS, pursuant to Article 3 of the LLC Agreement, the Board of Directors wishes to amend Exhibit A of the LLC Agreement to reflect the current ownership of the Company.
NOW, THEREFORE, BE IT RESOLVED that the following be adopted:
1. Terminology. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the LLC Agreement.
2. Amendment to the LLC Agreement. The Board of Directors hereby adopts and consents to the amendment of the LLC Agreement pursuant to which Exhibit A of the LLC Agreement will be replaced with Exhibit A attached hereto to reflect the current ownership of the Company and further agrees that it and the Members shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as it is now written.
3. Successors and Assigns. Except as otherwise provided herein, this Amendment shall bind and inure to the benefit of and be enforceable by (a) the Company and its successors and assigns, (b) the Board of Directors and (c) the Members and any subsequent holders of their interests.
4. Counterparts. This Amendment may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
(signature page follows)
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date set forth above, waiving all notice requirements, whether provided for by statute or otherwise.
Board of Directors: |
/s/ Xxxxxxx X. Xxxxxxxx |
Xxxxxxx X. Xxxxxxxx |
/s/ Xxxx X. Xxxxxxxx |
Xxxx X. Xxxxxxxx |
/s/ Xxxxxxx X. Xxxxxxxx, Xx. |
Xxxxxxx X. Xxxxxxxx, Xx. |
/s/ Xxxxx X. Xxxxxxxx |
Xxxxx X. Xxxxxxxx |
/s/ Xxxxx X. Xxxxxxxx |
Xxxxx X. Xxxxxxxx |