LIMITED LIABILITY COMPANY AGREEMENT OF WOODBRIDGE WIND-DOWN ENTITY LLCLimited Liability Company Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (the “Company”), is entered into as of this 15th day of February, 2019, by the Company’s sole member, Woodbridge Liquidation Trust (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (as amended, the “Act”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in that certain First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into as of this 27th day of February, 2019 (the “Effective Date”), by and between WOODBRIDGE WIND-DOWN ENTITY, LLC, a Delaware limited liability company (the “Company”) and FREDERICK CHIN, an officer of the Company and a member of its Board of Managers (the “Indemnitee”).
Re: Employment Agreement (Exempt)Employment Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • California
We are pleased to present you with this offer letter of employment (“Agreement”) with Woodbridge Wind-Down Entity LLC (“Employer”). The Agreement sets forth the material terms of the employment between you and Employer with respect to your employment as a Chief Financial Officer as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2019 • Woodbridge Liquidation Trust
This Amended and Restated Employment Agreement (as hereinafter amended from time to time, this “Agreement”) is made and entered into this 31st day of July, 2019 by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and FREDERICK CHIN (the “Employee”).
LIQUIDATION TRUST AGREEMENTLiquidation Trust Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • Delaware
This Liquidation Trust Agreement (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of February 15, 2019, is made and entered into by and among the entities listed as “Debtors” on the signature pages hereto (each, a “Debtor”), Michael Goldberg, solely in his capacity as liquidation trustee for purposes of this Agreement (the “Liquidation Trustee”), and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”), for the purpose of forming a statutory trust under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801, et seq. (as amended, the “Delaware Act”), and is executed in connection with and pursuant to the terms of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”), which Plan provides for, amon
LOAN AGREEMENT (REVOLVING LINE OF CREDIT)Loan Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • California
Re: Employment Agreement (Exempt)Employment Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • California
We are pleased to present you with this offer letter of employment (“Agreement”) with Woodbridge Wind-Down Entity LLC (“Employer”). The Agreement sets forth the material terms of the employment between you and Employer with respect to your employment as a Chief Investment Officer / Co-Chief Operating Officer as follows:
