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EXHIBIT 10.10(d)
Third Amendment to the Limited Liability Company
Agreement dated May 31, 1996, effective as of
June 1, 0000, xxxxx xxx Xxxxxxxxxx, XXXX (XXX) Inc.
and Xxxxxx General LLC dated as of December 12, 1996
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AMENDMENT NO. 3
TO LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXX GENERAL LLC
AMENDMENT NO. 3 to the Limited Liability Company Agreement dated May
31, 1996, effective as of June 1, 1996 (the "LLC Agreement"), among Xxxxxx
General Corporation ("Xxxxxx"), a Delaware corporation, LAGS (USA) Inc.
("LAGS"), a Delaware corporation, and Xxxxxx General LLC (the "Company"), a
Delaware limited liability company. Certain capitalized but undefined terms used
in this Amendment No. 3 will have the meanings set forth in the LLC Agreement.
WHEREAS, on December 12, 1996, LAGS elected to prepay to the Company
the sum of $5,188,000 plus accrued interest (the "Prepayment") in accordance
with the provisions of Paragraph 1.3 (d) of the Unit Purchase and Option
Agreement dated February 27, 1996 (the "Purchase Agreement") between Lufthansa
Airport and Ground Services GmbH (as assigned by it to LAGS) and Xxxxxx; and
WHEREAS, in accordance with Paragraph 15.2 of the LLC Agreement, the
Member Board has voted to approve this Amendment No. 3; and
WHEREAS, in accordance with Paragraph 15.2 of the LLC Agreement,
Xxxxxx, as holder of a majority of the outstanding Units, has voted to approve
this Amendment No. 3;
NOW, THEREFORE, in connection with and in consideration of the
Prepayment, and the amendment to the Purchase Agreement being entered into
concurrently with this Amendment No. 3, the parties hereto agree as follows:
1. Amendment to Paragraph 4.2 (a): The last sentence of Paragraph 4.2
(a) of the LLC Agreement shall be deleted in its entirety and the following
shall be inserted in place thereof:
"Notwithstanding the limitation on distributions of Net Income to
holders of Class B Units in the Fiscal Years ending June 30, 1997 and June 30,
1998 as provided for in the first sentence of this Paragraph 4.2 (a), if the
aggregate Pre-Tax Earnings in such two Fiscal Years, minus any earnings of
Xxxxxx Canada in such two Fiscal Years, except to the extent that those earnings
are at any time distributed to the Company by Xxxxxx Canada, are in excess of
$30,552,300, then the limitations on distributions to holders of Class B Units
provided for in this Paragraph 4.2 (a) shall not be applicable. If in accordance
with the preceding sentence the limitations on distributions to holders of Class
B Units are not applicable (which determination cannot be made until Pre-Tax
Earnings for the Fiscal Year ending June 30, 1998 are available), and if Pre-Tax
Earnings for the Fiscal Year ended June 30, 1997, minus any earnings of Xxxxxx
Canada in such Fiscal Year, except to the extent that those earnings are at any
time distributed to the Company by Xxxxxx Canada, were in excess of $14,
689,500, then holders of Class B Units will be entitled to receive additional
distributions for the Fiscal Year ending June 30, 1998 in an amount equal to the
distributions such holders did not receive for the Fiscal Year ended June 30,
1997 by reason of such limitations. Any reduction or increase in distributions
otherwise payable to holders of Class B Units by virtue of this
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Paragraph 4.2 (a) shall cause a corresponding increase or reduction to the
distributions payable to Xxxxxx for each such Fiscal Year."
If and to the extent that any other provisions of the LLC Agreement
conflict with or are otherwise inconsistent with the provisions or intent of
this Amendment No. 3, this Amendment No. 3 shall govern.
2. Governing Law. This Amendment No.3 will be governed by, and
construed under, the laws of the State of Delaware.
3. Counterparts. This Amendment No. 3 may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement.
4. Full Force and Effect.The LLC Agreement, as previously modified by
Amendment No. 1 and Amendment No. 2, and as modified by this Amendment No. 3,
shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No.3
as of December 12, 1996.
XXXXXX GENERAL CORPORATION
By:________________________________
LAGS (USA) INC.
By:________________________________
XXXXXX GENERAL LLC
By:________________________________
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