FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GETTY INVESTMENTS L.L.C.
Exhibit
1
FIRST
AMENDMENT
TO
OF
GETTY
INVESTMENTS L.L.C.
THIS
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this
“Amendment”) of Getty Investments L.L.C., a Delaware limited liability company
(the “Company”), is made as of September 25, 2007 among the following
parties:
(1)
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THE
CHEYNE WALK TRUST, whose registered office is located at 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxx, 00000
(“CWT”);
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(2)
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THE
XXXXXX FAMILY TRUST A, whose registered office is located at 0000
Xxxxxxxxx Xxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (“RFTA”);
and
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(3)
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THE
XXXXXX FAMILY TRUST B, whose registered office is located at 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxx 00000
(“RFTB”).
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WHEREAS,
(A)
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The
parties have entered into the Limited Liability Operating Agreement,
dated
as of October 4, 2006 (the “Operating Agreement”), pursuant to which the
affairs of the Company (formerly known as Getty Investments Continuation
L.L.C.), are governed.
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(B)
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Pursuant
to an Agreement and Plan of Merger, dated as of October 4, 2006,
between
Getty Investments L.L.C., a Delaware limited liability company (“Former
Getty Investments”), and the Company, Former Getty Investments merged with
and into the Company, and effective upon the merger the Company changed
its name from “Getty Investments Continuation L.L.C” to “Getty Investments
L.L.C.”
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(C)
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Pursuant
to the terms of the Operating Agreement, the term of the Company
is
scheduled to expire on October 5,
2007.
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(D)
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The
Members, representing all of the Interests, wish to amend the Operating
Agreement to extend the term of the Company for an additional twelve
months.
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IT
IS AGREED as follows:
1.
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Definitions. All
expressions defined in the Operating Agreement shall bear the same
meanings in this Amendment. All references to the term
“Articles” in this Amendment shall mean and refer to the Articles in the
Operating Agreement.
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2.
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Amendment
to Term of the Operating Agreement. In Article 2.3 of
the Operating Agreement, the date “October 5, 2007” is hereby deleted and
replaced with the date “October 5, 2008”. References in the
Operating Agreement to the fixed term or duration shall mean
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the
period ending on “October 5, 2008”.
3.
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Full
Force and Effect. Except as modified by this
Amendment, the terms and conditions of the Operating Agreement shall
remain in full force and effect. This Amendment is intended to
constitute an amendment by all Members in accordance with Article
12 of
the Operating Agreement and upon full execution shall be kept with
the
constitutional documents of the
Company.
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4.
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Representative
Capacity. It is acknowledged and agreed that: (a) the
trustees of each of CWT, RFTA, and RFTB are entering into this Amendment
in their respective capacities as trustees only and not in their
individual capacities; (b) such trustees shall have no personal liability
under or arising out of this Amendment or the transactions contemplated
hereby; and (c) all payments to be made by CWT, RFTA, or RFTB as
contemplated by this Amendment or the Operating Agreement shall be
made
from the assets of their respective trusts and not from the personal
assets of any of such trustees
individually.
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5.
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Successors
and Assigns. This Amendment shall be binding upon the
parties hereto and their respective successors and permitted
assigns.
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6.
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Governing
Law. This Amendment shall be governed and construed
and interpreted in accordance with the laws of the State of Delaware,
without regard to choice of law
provisions.
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7.
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Counterparts. This
Amendment may be executed in any number of counterparts each of which
when
executed and delivered is an original, but all the counterparts together
constitute the same document.
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[Signatures
contained on the following pages]
IN
WITNESS WHEREOF, this Amendment has been executed by a duly authorized
representative of each of the parties hereto as of the day and year first above
written.
The
Cheyne Walk Trust
Remainderman
Ltd., its Trustee
By:
/s/ Xxxxxxx Xxxxx Xxxxxx
Xxxxxxx
Xxxxx-Xxxxxx
President
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The
Xxxxxx Family Trust A
By:
/s/ Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxx
Xxxxx Xxxxxxxxx
Trust
Administrator
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The
Xxxxxx Family Trust B
Remainderman
Ltd., its Trustee
By:
/s/ Xxxxxxx Xxxxx Xxxxxx
Xxxxxxx
Xxxxx-Xxxxxx
President
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GFT
LLC, its Trustee
By:
/s/ Xxxxxxx Xxxxx Xxxxxx
Xxxxxxx
Xxxxx-Xxxxxx
Administrative
Vice President
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