AMENDMENT NO. 1 TO OPERATING AGREEMENT OF RF GROCERY, LLC an Illinois limited liability company
Exhibit 2(d)
AMENDMENT NO. 1 TO
RF GROCERY, LLC
an Illinois limited liability company
THIS
AMENDMENT NO. 1 TO OPERATING AGREEMENT OF RF GROCERY, LLC (this
“Amendment”) dated as of
December 17, 2020, is made and entered into by and among GK
Development, Inc., an Illinois corporation, d/b/a GK Real Estate
(the “Manager”) and GK
Investment Property Holdings II, LLC, a Delaware limited liability
company (the “Member”).
WITNESSETH
WHEREAS, RF Grocery, LLC, an Illinois
limited liability company (the “Company”), is currently
governed by that certain Operating Agreement of RF Grocery, LLC,
dated as of May 12, 2020 (the “Existing Agreement”), for
the purpose of setting forth the understandings and agreements of
the Manager and Members with respect to the organization and
operation of the Company and the scope and conduct of its business;
and,
WHEREAS, on December 10, 2020, a
Distribution occurred in which the entire Membership Interest of
the Preferred Member in the Existing Agreement was redeemed (the
“PM
Distribution”); and,
WHEREAS, as a result of the PM
Distribution, the Manager and Member desire to amend the Existing
Agreement to remove the Preferred Member from the Existing
Agreement and further amend the Existing Agreement on the terms and
conditions contained herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged and the mutual promises contained herein, the Manager
and Member hereby agree to amend the Existing Agreement as
follows:
1. Recitals; Incorporation of Existing
Agreement Terms. Each of the foregoing recitals and
representations form a material part of this Amendment and are
incorporated herein by this reference. The terms, conditions and
covenants of the Existing Agreement are incorporated herein by this
reference except to the extent expressly modified
herein.
2. Definitions; Rules of Usage.
For purposes of this Amendment, initially capitalized terms used
herein that are not otherwise defined herein shall have the same
meanings as are ascribed to such capitalized and defined terms in
the Existing Agreement.
3. Amendments and Modifications to
Certain Provisions of the Existing Agreement.
a.
All references in
this Amendment and in the Existing Agreement to the term
“Agreement” shall refer to the Existing Agreement as
amended by this Amendment.
b.
All references in
the Existing Agreement to the captioned term “Ordinary
Member”, itself shall be redefined to mean
“Member”. The Member is and remains to be GK Investment
Property Holdings, II, LLC, a Delaware limited liability company as
indicated in Section 1.1 of the Existing Agreement.
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c.
All references in
the Existing Agreement to the term “Preferred Member”
are hereby deleted in their entirety and without any further force
or effect.
d.
All references in
the Existing Agreement to the term “Preferred Return”
are hereby deleted in their entirety and without any further force
or effect.
e.
Exhibit A
attached to the Existing Agreement is hereby deleted and replaced
with Exhibit A-1
attached to this Agreement and made a part hereof. All references
in the Agreement to Exhibit A shall now mean to be Exhibit
A-1.
f.
Article 12 of the
Existing Agreement (Preferred Member Distribution) is hereby
deleted in its entirety and without any further force or
effect.
4. Severability. If any provision
of this Amendment, or the application of any such provision to any
Person or circumstance shall be held to be illegal, invalid or
unenforceable under present or future Laws effective during the
term hereof, the remainder of the Agreement, or the application of
such provision to any other Persons or circumstances, shall not be
affected thereby and shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a
part hereof. In lieu of such illegal, invalid, or unenforceable
provision, there shall be added automatically as a part hereof a
provision as similar in terms to such illegal, invalid or
unenforceable provision, as may be possible and be legal, valid and
enforceable.
5. Effect
of Headings. Headings and
captions contained in this Amendment in no way define or limit the
scope or intent of this Amendment.
6. Governing
Law. This Amendment shall be
governed and interpreted in accordance with the laws of the State
of Illinois without reference to its internal conflicts of laws
principles.
7. No
Other Changes; Conflicts.
Except as herein modified, the Existing Agreement is hereby
ratified and shall remain unchanged and in full force and effect.
In the event of any conflict between the provisions of the Existing
Agreement and the provisions of this Amendment, the provisions of
this Amendment shall control to the extent of such
inconsistency.
[End of
text of Amendment; signature page follows]
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IN
WITNESS WHEREOF, Manager and Member have executed this Amendment
No. 1 to Operating Agreement of RF Grocery, LLC, as of the date
first written above.
Manager:
GK
DEVELOPMENT, INC.,
an
Illinois Corporation, d/b/a GK Real Estate
Name:
XXXX XXXXXXXXX
Title:
President
Member:
GK
INVESTMENT PROPERTY HOLDINGS II, LLC
a
Delaware limited liability company
By:
/s/ Xxxx
Xxxxxxxxx
Signature page to Amendment No. 1 to Operating Agreement of RF
Grocery, LLC
EXHIBIT
A-1
Name of
Member
|
Percentage
Interest
|
|
|
Member:
|
|
GK
INVESTMENT PROPERTY HOLDINGS II, LLC a Delaware limited liability
company
|
100%
|