FIFTH AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ANDERSON BAMM HOLDINGS, LLC
Exhibit 17
FIFTH AMENDMENT
TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXXXX BAMM HOLDINGS, LLC
THIS FIFTH 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 October 15, 2014, 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 meeting of the Board of Directors held on October 15, 2014:
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, that certain Second Amendment to the Limited Liability Company Agreement of the Company dated as of March 13, 2012, that certain Third Amendment to the Limited Liability Company Agreement of the Company dated as of July 16, 2012, and that certain Fourth Amendment to the Limited Liability Company Agreement of the Company dated as of April 10, 2014 (together, the “LLC Agreement”); and
WHEREAS, the Company has been informed that, pursuant to Membership Interest Purchase Agreements dated as of October 10, 2014, the 35.58% Interest in the Company held by Xxxxxxx X. Xxxxxxxx has been transferred to other Members of the Company as follows: Xxxxx X. Xxxxxxxx (19.02%); Xxxxx X. Xxxxxxxx (5.52%); Xxxxxx X. Xxxxxxxx (5.52%); and Xxxxxxx X. Xxxxxxxx, Xx. (5.52%) (collectively, the “Transfers”); and
WHEREAS, each of the Transfers is deemed to be a Permitted Transfer, as set forth in Section 12.4 of the LLC Agreement; 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 as a result of the Transfers.
NOW, THEREFORE, BE IT RESOLVED that the following be adopted:
1. Terminology. Capitalized terms used herein but not otherwise defined shall have the meanings 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 one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute only one Amendment. The exchange of copies of this Amendment and of signature pages by facsimile transmission or electronic copies (such as .pdf copies) shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted by facsimile or electronic mail shall be deemed to be the original signatures for all purposes.
(signature page follows)
2
IN WITNESS WHEREOF, the parties have executed this Amendment 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 OCTOBER 15, 2014
| INDIVIDUAL SHAREHOLDER MEMBER |
BAMM SHARES UNDERLYING INTEREST |
% OWNERSHIP IN ABH, LLC | ||
| Xxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,000 | 0.13% | ||
| Xxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
200,000 | 13.22% | ||
| Xxxxx X. Xxxxxxxx 0000 Xxxxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 |
734,893 | 48.56% | ||
| Xxxxxxxx X. Xxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
197,285 | 13.04% | ||
| Xxxxxx X. Xxxxxxxx 0000 Xxxxxxxxx Xxxx, Xxxxx X Xxxxxxx, XX 00000 |
183,467 | 12.12% | ||
| Xxxxxxx X. Xxxxxxxx, Xx. 000 Xxxxxxxxx Xxxx Xxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
151,788 | 10.03% | ||
| Xxxxxxx X. Xxxxxxxx, III 0000 Xxxxxxxxxx Xxxx Xxxxxx, XX 00000 |
7,931 | 0.52% | ||
| Xxxxxx Xxxxxxxx Xxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
6,345 | 0.42% | ||
A-1
| INDIVIDUAL SHAREHOLDER MEMBER |
BAMM SHARES UNDERLYING INTEREST |
% OWNERSHIP IN ABH, LLC | ||
| Xxxxxx X. Xxxxxxxx Irrevocable Trust 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
6,345 | 0.42% | ||
| Xxxxxx Xxxxxxx Xxxxxxxx 1995 Trust 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
400 | 0.03% | ||
| Alexandra Xxxx Xxxxxxxx Irrevocable Trust 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
400 | 0.03% | ||
| First Xxxxxxxx Grandchildren’s Trust FBO Xxxxxxx X. Xxxxxxxx, III 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| First Xxxxxxxx Grandchildren’s Trust FBO Xxxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| First Xxxxxxxx Grandchildren’s Trust FBO Xxxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| Sixth Xxxxxxxx Grandchildren’s Trust FBO Bentley X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| Fourth Xxxxxxxx Grandchildren’s Trust FBO Xxxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
A-2
| INDIVIDUAL SHAREHOLDER MEMBER |
BAMM SHARES UNDERLYING INTEREST |
% OWNERSHIP IN ABH, LLC | ||
| Second Xxxxxxxx Grandchildren’s Trust FBO Xxxxxxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| Fifth Xxxxxxxx Grandchildren’s Trust FBO Xxxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| Third Xxxxxxxx Grandchildren’s Trust FBO Xxxxxx X. Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
2,806 | 0.19% | ||
| TOTAL SHARES |
1,513,302 | 100.00% | ||
A-3
