AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
XXXXXX XXXXXXXXX XXXXXXX, LLC DATED MARCH 15, 2002
EXHIBIT 10.45
March 15, 2002
Xxxxxx Xxxxxxxxx XxXxxxx, LLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Re: Amended and Restated Limited Liability Company Agreement of Xxxxxx
Xxxxxxxxx XxXxxxx, LLC ("CRM") dated as of January 2, 1998, as amended
(the "Agreement")
Gentlemen:
As you know, Section 7.2 of the Agreement contemplates that, subject to certain
limitations therein, Wilmington Trust Corporation will on April 1 of a year
purchase from Principals LLC Interests and Derivative Shares for which we
receive Put Notices by March 15 of that year. At your request, we hereby agree
to extend (1) the date by which we are required to receive Put Notices for 2001
from March 15, 2002 to one week after CRM receives from Berkshire Capital
Corporation the LLC Value for 2001 and (2) the date by which we will purchase
LLC Interests for which we receive by that date Put Notices for 2001 from April
1, 2002 to June 1, 2002.
Except as expressly modified hereby, the Agreement remains unchanged and in full
force and effect.
Capitalized terms not otherwise defined herein shall have the meaning assigned
to them in the Agreement.
Very truly yours,
WILMINGTON TRUST CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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(Authorized Officer)
WT INVESTMENTS, INC.
By: /s/ Xxxxx X. Xxxxxx
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(Authorized Officer)
Please evidence your agreement to the terms of this letter by signing on the
appropriate line below.
Acknowledged, Agreed to and Accepted:
XXXXXX, ROSENTHAL, MCGLYNN, INC.
By: /s/ Xxxxxx Xxxx
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(Authorized Officer)
/s/ Xxxxxx X. Xxxxxx (SEAL)
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Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxx (SEAL)
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Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. XxXxxxx (SEAL)
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Xxxxxx X. XxXxxxx
/s/ Xxx X. Xxxxxxxx (SEAL)
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Xxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxx (SEAL)
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Xxxx X. Xxxxxx
DRG/alf
