FOURTH AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT
Exhibit 15
FOURTH AMENDMENT
TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXXXX BAMM HOLDINGS, LLC
THIS FOURTH 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 April 10, 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 special meeting of the Board of Directors as of April 10, 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 and that certain Third Amendment to the Limited Liability Company Agreement of the Company dated as of July 16, 2012 (together, the “LLC Agreement”); and
WHEREAS, the Company has been informed that, as of April 10, 2014, the assets formerly held by the Xxxxxxx X. Xxxxxxxx, Xx. Irrevocable Trust FBO Xxxxxx Xxxxx Xxxxxxxx, a Member of the Company (the “Old Trust”), including the Interest in the Company held by the Old Trust, have been transferred to the Xxxxxx X. Xxxxxxxx Irrevocable Trust (the “New Trust”), which transfer was deemed to be a Permitted Transfer, as set forth in Section 12.4 of the LLC Agreement (the “Trust Transfer”); and
WHEREAS, pursuant to the Trust Transfer, the Old Trust is no longer a Member of the Company, and the New Trust is a Substitute Member of the Company, effective April 10, 2014; 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 APRIL 10, 2014
| INDIVIDUAL SHAREHOLDER MEMBER |
SHARES TRANSFERRED |
% 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, 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 |
446,921 | 29.53% | ||
| Xxxxxxxx X. Xxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
113,818 | 7.52% | ||
| Xxxxxx X. Xxxxxxxx 0000 Xxxxxxxxx Xxxx, Xxxxx X Xxxxxxx, XX 00000 |
100,000 | 6.61% | ||
| Xxxxxxx X. Xxxxxxxx, Xx. 000 Xxxxxxxxx Xxxx Xxxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
68,321 | 4.51% |
A-1
| INDIVIDUAL SHAREHOLDER MEMBER |
SHARES TRANSFERRED |
% ownership in ABH, LLC | ||
| 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% | ||
| 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% |
A-2
| INDIVIDUAL SHAREHOLDER MEMBER |
SHARES TRANSFERRED |
% ownership in ABH, LLC | ||
| 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% | ||
| 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
