FIRST AMENDMENT TO
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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
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OF ALLEGIANCE CAPITAL, LLC
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This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT (this "Agreement"), dated as of May 22, 2000, is entered into among
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the parties listed on the signature page hereof.
RECITALS
A. Point West Capital Corporation, Xxxxxxx X. XxXxxxxxx and Xxxxxx X.
Xxxxx have previously entered into that certain Amended and Restated Limited
Liability Company Agreement of Allegiance Capital, LLC, dated as of January 1,
1998 (the "Operating Agreement"); and
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B. The Members of the Company desire to admit Resources Trust, Inc.
Custodian FBO Xxxxxx X. Xxxxx (the "Xxxxx XXX") as a Member of the Company and
to amend the Operating Agreement as more particularly set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration (the receipt and adequacy
of which are hereby acknowledged), the parties hereto agree as follows:
Section 1. Defined Terms. Unless otherwise defined herein, each capitalized
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term used herein has the meaning ascribed thereto in the Operating Agreement.
Section 2. Amendments to the Operating Agreement. Upon the effectiveness of
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this Agreement in accordance with the terms and conditions hereof:
(a) Amendments to Section 1.1. Section 1.1 of the Operating Agreement
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is hereby amended by adding and inserting the following terms therein in
alphabetical order:
"Adjusted Isard Capital Contribution" means, with respect to
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Isard as of any date of determination, the Capital Contribution of
Isard made pursuant to Section 3.1.3(b), increased by the amount of the
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Isard Primary Preferred Return accrued thereon (computed without regard
to the limits on allocation set forth in Section 6.1.2(b)), increased
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by the amount of the Isard Secondary Preferred Return accrued thereon
(computed without regard to the limits on allocation set forth in
Section 6.1.2(c)), and reduced by the cumulative amounts distributed to
Isard pursuant to Section 6.5.2.
"Adjusted Xxxxx XXX Capital Contribution" means, with respect
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to the Xxxxx XXX as of any date of determination, the Capital
Contribution of the Xxxxx XXX made pursuant to Section 3.1.3(a),
increased by the amount of the Xxxxx XXX Primary Preferred Return
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accrued thereon (computed without regard to the limits on allocation
set forth in Section 6.1.2(b)), increased by the amount of the Isard
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XXX Secondary Preferred Return accrued thereon (computed without regard
to the limits on allocation set forth in Section 6.1.2(c)), and reduced
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by the cumulative amounts distributed to the Xxxxx XXX pursuant to
Section 6.5.2.
"Capital Account Units" means, as of any date of determination
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and with respect to any Member, the then dollar value of a Member's
Capital Account divided by $100,000.
"Isard Carryforwards" has the meaning set forth in Section
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6.1.2(b).
"Isard Primary Preferred Return" means, for any taxable year
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(or portion thereof) during the term hereof, an amount equal to a
return of ten percent (10%) per annum, compounded monthly, on the
amount of the Adjusted Isard Capital Contribution as of the close of
each month.
"Isard Secondary Preferred Return" means, for any taxable year
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(or portion thereof) during the term hereof, an amount equal to a
return of five percent (5%) per annum, compounded monthly, on the
amount of the Adjusted Isard Capital Contribution as of the close of
each month.
"Xxxxx XXX" means Resources Trust Co. Custodian FBO Xxxxxx X.
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Xxxxx XXX.
"Xxxxx XXX Carryforwards" has the meaning set forth in Section
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6.1.2(b).
"Xxxxx XXX Primary Preferred Return" means, for any taxable
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year (or portion thereof) during the term hereof, an amount equal to a
return of ten percent (10%) per annum, compounded monthly, on the
amount of the Adjusted Xxxxx XXX Capital Contribution as of the close
of each month.
"Xxxxx XXX Secondary Preferred Return" means, for any taxable
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year (or portion thereof) during the term hereof, an amount equal to a
return of five percent (5%) per annum, compounded monthly, on the
amount of the Adjusted Xxxxx XXX Capital Contribution as of the close
of each month.
(b) Amendment of Section 3.1. Section 3.1 of the Operating
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Agreement is hereby amended by adding and inserting a new Section 3.1.3 at the
end thereof as follows:
3.1.3 Contributions by Isard and the Xxxxx XXX.
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(a) The Xxxxx XXX shall contribute to the
Company $50,000 concurrently upon it being admitted as a
Member, such finds to be used by the Company for working
capital purposes.
(b) Isard shall contribute to the Company
$50,000 concurrently upon the Xxxxx XXX being admitted as a
Member, such funds to be used by the Company for working
capital purposes.
(c) Amendment of Section 4.4.1(c). Section 4.4.1(c) of the Operating
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Agreement is hereby deleted in its entirety and a new Section 4.4.1(c)
substituted therefor as follows:
(c) If the Initial Financing Date occurs on or before
the Threshold Date, and, following the Initial Financing Date, a
Forfeiture Event occurs with respect to a Specified Member, then:
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(i) (A) if such Forfeiture Event relates to
XxXxxxxxx and occurs prior to the first anniversary of the
Initial Financing Date, then XxXxxxxxx=s Membership Interest
shall automatically be reduced by that number of percentage
points equal to the excess of (1) 15 over (2) the product of
the length of time in quarters since the Initial Financing
Date and 1.25; (B) if such Forfeiture Event relates to
XxXxxxxxx and occurs on or after the first anniversary of the
Initial Financing Date but prior to May 22, 2000, then
XxXxxxxxx'x Membership Interest shall automatically be reduced
by that number of percentage points equal to the excess of (1)
10 over (2) the product of (y) a fraction, the numerator of
which is the length of time in months since the first
anniversary of the Initial Financing Date and the denominator
of which is 48 and (z) ten; or (C) if such Forfeiture Event
relates to XxXxxxxxx and occurs on or after May 22, 2000, then
XxXxxxxxx'x Membership Interest shall automatically be reduced
by that number of percentage points equal to the excess of (1)
7.25 over (2) the product of (y) a fraction, the numerator of
which is the length of time in months since May 22, 2000 and
the denominator of which is 42 and (z) 7.25.
(ii) (A) if such Forfeiture Event relates to
Isard and occurs prior to May 22, 2000, then Isard=s
Membership Interest shall automatically be reduced by that
number of percentage points equal to the excess of (1) 20 over
(2) the product of (y) a fraction, the numerator of which is
the length of time in months since the Initial Financing Date
and the denominator of which is sixty (60) and (z) 20; or (B)
if such Forfeiture Event relates to Isard and occurs on or
after May 22, 2000, then Isard's Membership Interest shall
automatically be reduced by that number of percentage points
equal to the excess of (1) 15.49 over (2) the product of (y) a
fraction, the numerator of which is the length of time in
months since May 22, 2000 and the denominator of which is 42
and (z) 15.49.
The amount by which either Specified Member=s
Membership Interest is reduced pursuant to this Section 4.4.1(c) shall
automatically be allocated to the remaining Specified Member (if any)
and Point West in the proportion that their respective Membership
Interests bears to the sum of their Membership Interests.
(d) Amendment of Article 6. Article 6 of the Operating Agreement
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is amended by deleting Sections 6.1 and 6.5 thereof in their entirety and by
substituting new Sections 6.1 and 6.5 therefor as follows:
6.1 Allocations of Net Profit and Net Loss.
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6.1.1 Net Loss. Net Loss for each taxable year
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shall be allocated as follows:
(a) First, to the Members in accordance with their
respective Membership Interests until the cumulative amount of Net
Losses allocated to the Members pursuant to this Section 6.1.1(a)
equals the cumulative amount of Net Profits allocated to the Members
pursuant to Section 6.1.2(e);
(b) Second, to Point West until the cumulative amount
of Net Losses allocated to Point West pursuant to this Section 6.1.1(b)
equals the sum of the cumulative amount of Net Profits allocated to it
pursuant to Section 6.1.2(a), (b) and (c) plus its Capital
Contributions included for purposes of the Adjusted Capital
Contribution;
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(c) Third, pro rata, (i) to the Xxxxx XXX until the
cumulative amount of Net Losses allocated to the Xxxxx XXX pursuant to
this Section 6.1.1(c) equals the sum of the cumulative amount of Net
Profits allocated to it pursuant to Sections 6.1.2(b) and (c) plus its
Capital Contributions included for purposes of the Adjusted Xxxxx XXX
Capital Contribution and (ii) to Isard until the cumulative amount of
Net Losses allocated to Isard pursuant to this Section 6.1.1(c) equals
the sum of the cumulative amount of Net Profits allocated to Isard
pursuant to Sections 6.1.2(b) and (c) plus its Capital Contributions
included for purposes of the Adjusted Isard Capital Contribution; and
(d) Fourth, to the Members in accordance with their
respective Membership Interests.
Notwithstanding the foregoing, loss allocations to a Member
shall be made only to the extent that such loss allocations will not
create a deficit Capital Account balance for that Member in excess of
an amount, if any, equal to such Member's share of Company Minimum Gain
that would be realized on a foreclosure of the Company's property. Any
loss not allocated to a Member because of the foregoing provision shall
be allocated to the other Members (to the extent the other Members are
not limited in respect of the allocation of losses under this Section
6.1.1). Any loss reallocated under this Section 6.1.1 shall be taken
into account in computing subsequent allocations of income and losses
pursuant to this Article 6, so that the net amount of any item so
allocated and the income and losses allocated to each Member pursuant
to this Article 6, to the extent possible, shall be equal to the net
amount that would have been allocated to each such Member pursuant to
this Article 6 if no reallocation of losses had occurred under this
Section 6.1.1.
6.1.2 Net Profit. Net Profit of the Company for
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each taxable year shall be allocated as follows:
(a) First, pro rata, (i) to Point West in an amount
equal to the sum of the Point West Primary Preferred Return plus any
Point West Primary Carryforwards; provided that, if the Company does
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not have sufficient Net Profits in a given year to make such allocation
in full, then any shortfall (the "Point West Primary Carryforwards")
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shall be carried forward indefinitely to the next taxable year or years
in which Net Profits are sufficient to make such allocation and (ii) to
the Specified Members (according to their Membership Interests) in an
aggregate amount equal to the sum of the Specified Member Return plus
any Specified Member Carryforwards; provided that, if the Company does
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not have sufficient Net Profits in a given year to make such allocation
in full, then any shortfall (the "Specified Member Carryforwards")
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shall be carried forward indefinitely to the next taxable year or years
in which Net Profits are sufficient to make such allocation;
(b) Second, pro rata, (i) to Point West in an amount
equal to the sum of the Point West Secondary Preferred Return plus any
Point West Secondary Carryforwards; provided that, if the Company does
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not have sufficient Net Profits in a given year to make such allocation
in full, then any shortfall (the "Point West Secondary Carryforwards")
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shall be carried forward indefinitely to the next taxable year or years
in which Net Profits are sufficient to make such allocation, (ii) to
the Xxxxx XXX in an amount equal to the sum of the Xxxxx XXX Primary
Preferred Return plus any Xxxxx XXX Carryforwards; provided that, if
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the Company does not have sufficient Net Profits in a
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given year to make such allocation in full, then any shortfall (the
"Xxxxx XXX Carryforwards") shall be carried forward indefinitely to the
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next taxable year or years in which Net Profits are sufficient to make
such allocation, and (iii) to Isard in an amount equal to the sum of
the Isard Primary Preferred Return plus any Isard Carryforwards;
provided that, if the Company does not have sufficient Net Profits in a
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given year to make such allocation in full, then any shortfall (the
"Isard Carryforwards") shall be carried forward indefinitely to the
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next taxable year or years in which Net Profits are sufficient to make
such allocation;
(c) Third, pro rata, (i) to Point West in an amount
equal to the Point West Tertiary Preferred Return; provided that, if
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the Company does not have sufficient Net Profits in a given year to
make such allocation, then any shortfall shall not be carried forward,
(ii) to the Xxxxx XXX in an amount equal to the Xxxxx XXX Secondary
Preferred Return; provided that, if the Company does not have
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sufficient Net Profits in a given year to make such allocation, then
any shortfall shall not be carried forward, and (iii) to Isard in an
amount equal to the Isard Secondary Preferred Return; provided that, if
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the Company does not have sufficient Net Profits in a given year to
make such allocation, then any shortfall shall not be carried forward;
(d) Fourth, to Point West to the extent of any Net
Losses allocated to Point West pursuant to Section 6.1.1(b);
(e) Fifth, pro rata, (i) to the Xxxxx XXX to the
extent of any Net Losses allocated to the Xxxxx XXX pursuant to Section
6.1.1(c) and (ii) to Isard to the extent of any Net Losses allocated to
Isard pursuant to Section 6.1.1(c); and
(e) Sixth, to the Members in accordance with their
respective Membership Interests.
* * * * *
6.5 Distributions by the Company. Subject to applicable
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law and any limitations contained elsewhere in this Agreement,
distributions of cash or other assets of the Company shall be made in
the following order of priority:
6.5.1 first, to Point West in an amount sufficient
to reduce the Adjusted Capital Contribution to $3,000,000;
6.5.2 second, pro rata, (i) to Point West in an
amount sufficient to reduce the Adjusted Capital Contribution to zero,
(ii) to the Xxxxx XXX in an amount sufficient to reduce the Adjusted
Xxxxx XXX Capital Contribution to zero, and (iii) to Isard in an amount
sufficient to reduce the Adjusted Isard Capital Contribution to zero;
and
6.5.3 third, to the Members in accordance with their
Membership Interests.
Notwithstanding the foregoing, to the extent that cash would
be available for distribution hereunder, the Company shall first (i)
advance to each Member an amount (a "Tax Advance") sufficient to cover
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the estimated federal and state taxes of such Member (based on the
combined maximum effective federal and state income tax rates then in
effect for each such Member) resulting from estimated allocations of
Net Profits to such
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Member for prior quarters and for which no prior Tax Advance or
distribution has been made and (ii) upon filing of the Company's
federal and state tax returns for a Fiscal Year, distribute an amount
to each Member at least equal to the amount of such Member's federal
and state taxes (based on the combined maximum effective federal and
state income tax rates then in effect for each such Member) on the Net
Profits actually allocated to such Member for such Fiscal Year,
computed taking into account any prior allocations of Net Losses
available to offset such income and other distributions to such Member
in such Fiscal Year and each Member shall repay any outstanding Tax
Advances related to such Fiscal Year.
All distributions shall be made only to the Persons who,
according to the books and records of the Company, are the holders of
record of the Membership Interests in respect of which such
distributions are made on the actual date of distribution. Neither the
Company nor any Member shall incur any liability for making
distributions in accordance with this Section 6.5.
(e) Amendment of Section 7.6.1. Section 7.6.1 of the Operating
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Agreement is hereby amended by deleting the word "Specified" from the first
sentence thereof.
(f) Amendment of Section 8.3. Section 8.3 of the Operating Agreement is
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hereby deleted in its entirety and a new Section 8.3 substituted therefor as
follows:
8.2 Reports. The Company shall provide to the Members reports
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concerning the financial condition and results of operation of the
Company and the Members' Capital Accounts within ninety (90) days after
the end of each fiscal year and interim operating reports detailing
changes to each Member's Capital Account (expressed in Capital Account
Units) at least quarterly.
(g) Amendment of Schedule I. Schedule I to the Operating Agreement is
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hereby deleted in its entirety and a new Schedule I substituted therefor in the
form attached hereto.
Section 4. Admission of Xxxxx XXX as Member; Effectiveness of Agreement.
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(a) Consent to Admission of Xxxxx XXX as a Member. Each of Point West,
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XxXxxxxxx and Xxxxx, collectively being Members holding 100% of the Voting
Interests prior to the effectiveness of this Agreement, hereby consents to the
admission of the Xxxxx XXX as a Member without a voting interest subject to the
satisfaction of all of the conditions set forth in Section 4(b) hereof.
(b) Effectiveness of Agreement. This Agreement shall become effective
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on and as of the date on which all of the following conditions shall have been
satisfied (the "Effective Date"):
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(i) each of Point West, McDermitt, Isard, the Company and the
Xxxxx XXX shall have executed, and delivered to the Company, a counterpart of
this Agreement; and
(ii) the Xxxxx XXX shall have made the Capital Contribution
required by Section 3.1.3(a) of the Operating Agreement (as amended hereby); and
(iii) Isard shall have made the Capital Contribution required
by Section 3.1.3(b) of the Operating Agreement (as amended hereby).
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Section 5. Certain Representations, Warranties and Covenants.
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(a) Representations and Warranties of the Xxxxx XXX.
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(i) The Xxxxx XXX makes, on and as of the Effective Date, each
of the representations and warranties contained in Article 11 of the Operating
Agreement to and for the benefit of the Company and each of its Members.
(ii) The Xxxxx XXX represents and warrants to and for the
benefit of the Company and each of its Members that the acquisition by the Xxxxx
XXX of a Membership Interest in the Company pursuant to the terms hereof does
not violate any of the provisions of the Operating Agreement, including, without
limitation, Sections 7.1 or 7.2 thereof.
(b) Covenants of the Xxxxx XXX and Xxxxx.
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(i) The Xxxxx XXX hereby agrees that, from and after the
Effective Date, it shall be bound as a "Member" to all of the provisions of the
Operating Agreement (as amended hereby).
(ii) Each of Isard and the Xxxxx XXX hereby agrees that,
notwithstanding anything to the contrary contained in the Operating Agreement or
this Agreement, each such Person hereby: (A) waives any rights of
indemnification, reimbursement or offset that might otherwise accrue regarding
any conflict of interest, prohibited transaction or prohibited transaction tax
in connection with the making or maintaining of any investment(s) by the Xxxxx
XXX in the Company; and (B) agrees to indemnify and hold harmless the Company
and each of its other Members from and against all claims, damages, liabilities,
losses, expenses (including reasonable attorneys= fees and expenses and other
costs and expenses incurred in defending any action, suit, or proceeding),
judgments, fines, and amounts paid in settlement actually incurred by such
Person in connection with the making or maintaining of any investment(s) by the
Xxxxx XXX in the Company.
Section 6. General Provisions.
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(a) Further Assurances. Each party to this Agreement shall perform any
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further acts and execute and deliver any additional documents that may be
reasonably necessary to carry out the provisions of this Agreement.
(b) Authority of Persons Signing Agreement. Each party hereto
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represents and warrants to the others that it is duly authorized to enter into
this Agreement and that the Agreement is valid, binding and enforceable as to
it. If a party hereto is not a natural person, neither the Company nor any other
party hereto will: (a) be required to determine the authority of the individual
signing this Agreement to make any commitment or undertaking on behalf of such
Person or to determine any fact or circumstance bearing upon the existence of
the authority of such individual; or (b) be responsible for the application or
distribution of proceeds paid or credited to individuals signing this Agreement
on behalf of such Person.
(c) Parties in Interest. Except as expressly provided in the Act,
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nothing in this Agreement shall confer any rights or remedies under or by reason
of this Agreement on any Persons other than the Members and their respective
successors and assigns nor shall anything in this Agreement relieve or discharge
the obligation or liability of any other Person to any party to this Agreement,
nor shall any provision give any other Person any right of subrogation or action
over or against any party to this Agreement.
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(d) Amendment of the Operating Agreement. Except as expressly amended
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and modified hereby, the Operating Agreement shall remain unchanged and in full
force and effect.
(e) Severability of Provisions. If any one or more of the provisions
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contained in this Agreement is held to be invalid, illegal, or unenforceable in
any respect, then such provision(s) shall be ineffective only to the extent of
such prohibition or invalidity, and the validity, legality, and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
(f) Successors and Assigns. Subject to the provisions of the Operating
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Agreement, this Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective heirs, legal representatives,
successors, and assigns.
(g) Counterparts. This Agreement may be signed in any number of
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counterparts, each of which shall be an original, with the same effect as if all
signatures were upon the same instrument. Delivery of an original executed
counterpart of the signature page to this Agreement by telefacsimile shall be
effective as manual delivery of an original executed original counterpart of
this Agreement, and any party delivering such an original executed counterpart
of the signature page to this Agreement by telefacsimile to any other party
shall thereafter also promptly deliver an original executed counterpart of this
Agreement to such other party by mail or personal delivery, provided that the
failure to so deliver such original executed counterpart shall not affect the
validity, enforceability, or binding effect of this Agreement.
(h) Legal Counsel and Representation; Accountants. Each of the parties
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hereto have agreed to the preparation of this Agreement by Giancarlo & Xxxxxx, A
Professional Corporation, counsel for Point West and the Company,
notwithstanding any conflict of interest(s) that may exist between or among any
of the other parties hereto or the Company. Each of the parties hereto further
acknowledges that such Person has been advised to seek advice of such Person's
own independent counsel regarding the transactions contemplated herein and has
either done so or voluntarily and knowingly elected not to seek such advice.
Each such Person (including, without limitation, Isard and the Xxxxx XXX)
further acknowledges that this Agreement and any other agreements, documents,
and instruments referenced herein may have tax consequences for such Person and
that such Person has been advised to seek advice of independent accountants or
other tax advisors as to such matters and has either done so or voluntarily and
knowingly elected not to seek such advice.
(i) Ambiguities. The parties have carefully read all of the terms of
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this Agreement and all of the agreements attached hereto and have had an
opportunity to ask questions regarding the language used therein and to suggest
changes thereto. Therefore, the parties waive any rule of construction that
ambiguities are to be construed more harshly against any party as drafter.
(j) Arbitration; Governing Law. THIS AGREEMENT SHALL IN
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ALL RESPECTS BE SUBJECT TO SECTIONS 12.16 (ARBITRATION) AND 12.17 (GOVERNING
LAW) OF THE OPERATING AGREEMENT.
Document continues with signature page.
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IN WITNESS WHEREOF, all of the Members of the Company have executed
this Agreement as of the date first written above.
POINT WEST CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
By: /s/ Xxxxxxx X. XxXxxxxxx
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XXXXXXX X. XxXXXXXXX, an individual
By: /s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX, an individual
ACKNOWLEDGED AND AGREED:
ALLEGIANCE CAPITAL, LLC
By: Point West Capital Corporation
Title: Manager
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
RESOURCES TRUST, INC. CUSTODIAN FBO XXXXXX X. XXXXX
By: /s/ Xxxxxx X Xxxxx
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Name: Xxxxxx X Xxxxx
Title: Investment Processing
Representative
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
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OF ALLEGIANCE CAPITAL, LLC
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SCHEDULE I
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Member Information Member's Percentage Interest
================== ============================
Point West Capital Corporation 65.00%
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
TIN: 00-0000000
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
Xxxxxxx X. XxXxxxxxx 13.50%
c/o Allegiance Capital, LLC
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
SSN: ###-##-####
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
Xxxxxx X. Xxxxx 21.49%
c/o Foresight Analysts, Inc.
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
SSN: ###-##-####
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
with a copy to:
Xxxxx Xxxxxxxx, Esq.
Xxxxxxxx & Associates, PC
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Facsimile Number: 000-000-0000
Resources Trust Co. Custodian FBO Xxxxxx X. Xxxxx XXX 00.01%
Account # I 153445562
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
TIN: 000000000
Telephone Number: (000) 000-0000, ext. 6218
Telefacsimile Number: (000) 000-0000
