SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ANDERSON BAMM HOLDINGS, LLC
SECOND AMENDMENT
TO THE
OF
XXXXXXXX BAMM HOLDINGS, LLC
THIS SECOND 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 March 13, 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 March 13, 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 (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, pursuant to the Xxxxx Xxxxxxxx GRAT Transfer, Xxxxx Xxxxxxxx is no longer a Member of the Company, and the Xxxxx Xxxxxxxx GRAT is a Substitute Member of the Company, effective March 12, 2012; and
WHEREAS, pursuant to the Xxxxx Xxxxxxxx GRAT Transfer, Xxxxx Xxxxxxxx is no longer a Member of the Company, and the Xxxxx Xxxxxxxx GRAT is a Substitute Member of the Company, effective March 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)
2
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
3
EXHIBIT A
AS AMENDED MARCH 13, 2012
|
INDIVIDUAL SHAREHOLDER MEMBER
|
SHARES TRANSFERRED TO ABH, LLC
|
% ownership in ABH, LLC
|
|
Xxxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
538,373
|
35.58%
|
|
Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,000
|
0.13%
|
|
Xxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
200,000
|
13.22%
|
|
Xxxxx X. Xxxxxxxx 2012 GRAT
(Substitute Member)
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
|
200,000
(shares transferred initially by Xxxxx X. Xxxxxxxx)
|
29.53%
|
|
Xxxxx X. Xxxxxxxx 2012 GRAT
(Substitute Member)
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
|
113,818
(shares transferred initially by Xxxxx X. Xxxxxxxx)
|
7.52%
|
|
Xxxxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxx, Xxxxx X
Xxxxxxx, XX 00000
|
100,000
|
6.61%
|
|
Xxxxxxx X. Xxxxxxxx, Xx.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
|
68,321
|
4.51%
|
|
Xxxxxxx X. Xxxxxxxx, III
5/F Xxxxxx Xxxxxxxx Tower
000-000 Xxxxxxxx Xxxx
Xxxxxxxx Xxx, Xxxx Xxxx
|
7,931
|
0.52%
|
|
Xxxxxx Xxxxxxxx Xxxxx
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxx 0000
Xxxxxxx, XX 00000
|
6,345
|
0.42%
|
|
Irrevocable Trust of Xxxxxxx X. Xxxxxxxx, Xx.
FBO Xxxxxx X. Xxxxxxxx
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
|
6,345
|
0.42%
|
|
Xxxxxx X. Xxxxxxxx 1995 Trust
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
|
400
|
0.03%
|
|
Xxxxxxxxx X. Xxxxxxxx Irrevocable Trust
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
|
400
|
0.03%
|
|
First Xxxxxxxx Grandchildren Trust FBO Xxxxxxx X. Xxxxxxxx, III
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
First Xxxxxxxx Grandchildren Trust FBO Xxxxxx Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
First Xxxxxxxx Grandchildren Trust FBO Xxxxxx Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
Sixth Xxxxxxxx Grandchildren Trust FBO Bentley X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
Fourth Xxxxxxxx Grandchildren Trust FBO Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
Second Xxxxxxxx Grandchildren Trust FBO Xxxxxxxxx Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
Fifth Xxxxxxxx Grandchildren Trust FBO Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
Third Xxxxxxxx Grandchildren Trust FBO Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
|
2,806
|
0.19%
|
|
TOTAL SHARES
|
1,513,302
|
100.00%
|
A-1
