LIMITED LIABILITY COMPANY AGREEMENT OF UNO RESTAURANTS, LLC
Ex. T3B.1
OF
UNO
RESTAURANTS, LLC
This
Limited Liability Company Agreement of Uno Restaurants, LLC (the “LLC”) is made
and entered into as of the 23rd day
of September, 2002, by the undersigned, hereinafter referred to as the
“Member.”
WHEREAS,
the Member desires to have the LLC respected as a limited liability company
under applicable non-tax state law, but disregarded as an entity separate from
the Member for purposes of applicable tax law, in accordance with United States
Treasury Regulation, Section 301.7701-3(b)(1)(ii) and applicable state tax
law;
Therefore,
the Member hereby agrees as follows:
1. Organization and Applicable
Law.
1.1 LLC is Organized Under
Delaware Law. The LLC is organized pursuant to the provisions
of Title 6, Subchapter I, Sections 18-101 and following of the Delaware Code
Annotated, the Delaware Limited Liability Company Act (6 Del. C. §18-101,
et seq.) (the
“Act”), and the rights and liabilities of the Member shall be as provided
therein, except as herein otherwise expressly stated. All questions
with respect to the construction of this Agreement and the rights and
liabilities of any person hereunder shall be determined in accordance with the
provisions of the Act, and such other laws of the State as may be
applicable.
1.2 Applicable Tax
Law. While the LLC has only one Member, it shall be
disregarded as an entity separate from the Member for purposes of applicable tax
law, in accordance with United States Treasury Regulation, Section
301.7701-3(b)(1)(ii) and applicable state tax law, and the Member and the LLC
shall make such filings and take such other actions as may be appropriate to
cause the LLC to be disregarded. At any time that the 11.1.k has more
than one Member, the Members shall take actions with regard to tax matters in
accordance with Section 9.2 of this Agreement.
1.3 Filings and Authorized
Person. The Member and the LLC shall make such filings and
take such action as may he reasonably required to cause the LLC to be respected
as a limited liability company under applicable non-tax state law of the State
of Delaware (the “State”) and any other state or jurisdiction in which the LLC
may engage in business. ▇▇▇▇▇▇ ▇. London is hereby designated an
“authorized person” to execute and file a Certificate of Formation of the LLC in
accordance with the Act.
1.4 Registered Office And.
Registered Agent. The address of the registered office of the
LLC in the State of Delaware is The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of New Castle, State of
Delaware. The name of the registered agent at that address is The
Corporation Trust Company.
1
2. Business of Limited
Liability Company.
The
business of the LLC shall be to own shares of capital stock in one or more
corporations, member interests in one or more limited liability companies or
equity interests in other entities and to engage in any other business permitted
a limited liability company under Delaware state law.
3. Office.
The
office of the LLC shall be ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or such other location or locations as the Member may from time to time
designate in writing.
4. Term.
The LLC
shall commence on the date hereof and shall continue until the Member decides to
terminate it.
5. No
Obligation to Make
Additional Contributions.
The
Member shall have no obligation to make additional capital contributions to the
LLC for any purpose or reason.
6. Operation and
Control.
The
Member shall be the manager of the LLC. In its capacity as manager of
LLC, the Member shall have full charge of the operation, management and conduct
of the LLC.
7. Compensation.
The
Member may receive such compensation (or no compensation) for services rendered
by it to the LLC as it considers appropriate.
8. Indemnification.
The
Member shall not be liable for the debts, expenses or liabilities of the LLC, or
for any other obligation related to the management or operation of the LLC’s
properties and the conduct of its business. In the event that the
Member is held liable for a debt, expense or liability of the LLC and is
required to pay or does pay any debt, expense or liability, the Member shall
have a right of indemnification against the LLC for the full amount thereof,
including its legal and other professional fees, if any.
9. Transfers, Dissolution, and
Additional Members.
9.1 Transfers in
General. The Member may, by written instrument, transfer,
assign, pledge or sell its interest in the LLC to another without
restriction.
2
9.2 Additional
Members. If, for any reason, the LLC has more than one Member
at any time, then such Members shall act by majority vote and take such action
and make such filings as are required to properly report the profits and losses
and other items of the LLC for tax purposes in accordance with their respective
interests in the LLC.
10. Effect of
Merger. The LLC is being formed in connection with the merger
of Uno Restaurants, Inc. (the “Corporation”) with and into the
LLC. When the merger becomes effective under Section 18-209 of the
Delaware Limited Liability Company Act (the “Act”), for all purposes of the laws
of the State of Delaware, all of the rights, privileges and powers of the
Corporation, and all property, real, personal and mixed, and all debts due to
the Corporation, as well as all other things and causes of action belonging to
the Corporation, shall remain vested in the LLC and shall thereafter be the
property of the LLC, as they were of the Corporation, and the title to any real
property vested by deed or otherwise, under the laws of the State of Delaware,
in the Corporation shall not revert or be in any way impaired by reason of the
Act; but all rights of creditors and all liens upon any property of the
Corporation shall be preserved unimpaired, and all debts, liabilities and duties
of the Corporation shall thenceforth attach to the LLC, and may be enforced
against it to the same extent as if said debts, liabilities and duties had been
incurred or contracted by it.
11. Termination and
Dissolution
11.1 Termination. The
LLC shall not terminate upon the transfer, sale or assignment of any interest in
the LLC, but the LLC shall continue in accordance with the terms and conditions
contained in this Agreement. The LLC shall terminate on the direction
of the Member, or by majority vote of the Members, if there is more than
one.
11.2 Procedures upon
Termination. Upon termination of the LLC, the Member shall
proceed with reasonable promptness to liquidate the business of the
LLC. After the payment of LLC debts, expenses of liquidation and any
loans of the LLC, and after setting up of reasonable reserves for LLC
liabilities, the balance of proceeds from liquidation shall be distributed to
the Member, and the LLC shall be dissolved in accordance with the law of the
State.
12. Miscellaneous.
12.1 Successors. This
Agreement, where applicable, shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, successors, personal
representatives and assigns.
12.2 Amendments. This
Agreement may not be amended, modified, altered or changed in any respect
whatsoever except by the Member.
12.3 Records and
Information. The LLC shall keep at its principal office the
following records, and such other records (if any) as may be required under
applicable state law:
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(a)
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A
current list of the full name and last known business address of each
Member;
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3
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(b)
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Copies
of records that would enable a Member to determine the capital values and
the relative voting rights of the
Members;
|
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(c)
|
A
copy of the LLC Certificate of Formation and any restatements and
amendments thereto;
|
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(d)
|
Executed
copies of any powers of attorney pursuant to which any certificate
regarding the LLC or its Members has been
executed;
|
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(e)
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Copies
of the LLC’s federal, state and local income tax returns and reports, if
any, for the five (5) most recent
years;
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(f)
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A
copy of this Agreement;
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(g)
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Any
written records of proceedings of the Members;
and
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(h)
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Copies
of any financial statements of the LLC for the five (5) most recent
years.
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12.4 Banking. All
funds of the LLC shall be deposited and kept in the name of the LLC and such
bank account or accounts shall be designated by the Member.
12.5 Accountant. The
accountant for the LLC shall be such person or firm as may be determined by the
Member.
12.6 Severability. Any
provision of the Act or other applicable law which is contrary to or supersedes
any provision hereof shall not affect the validity of the balance of this
Agreement, and the remaining provisions shall be enforced as if the invalid
provision were deleted.
IN
WITNESS WHEREOF, the Member has hereunto signed and sealed this 25th day
of September, 2002.
MEMBER:
URCHC,
LLC
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By:
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/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Executive
Vice President - Finance
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4
SCHEDULE
A
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MEMBER’S
CONTRIBUTION
TO CAPITAL
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Member
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Address
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Capital
Contribution
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URCHC,
LLC
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▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
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Conversion
of shares of stock
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W.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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of
Uno Restaurants, Inc.
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5
AMENDED
AND RESTATED
OF
UNO
RESTAURANTS, LLC
This
Amended and Restated Limited Liability Company Agreement of Uno Restaurants, LLC
(the “LLC”) is made and entered into as of the 9th day
of October, 2002, by the undersigned.
WHEREAS,
the original member of the LLC, URCHC, LLC, has by merger transferred its entire
membership interest in the LLC to URC, LLC (hereinafter referred to as the
“Member”); and
WHEREAS,
the Member agrees to be bound in all respects in accordance with this Limited
Liability Company Agreement, as amended and restated, including Schedule A
hereto (the “Agreement”); and
WHEREAS,
the Member desires to have the LLC respected as a limited liability company
under applicable non-tax state law, but disregarded as an entity separate from
the Member for purposes of applicable tax law, in accordance with United States
Treasury Regulation, Section 301.7701-3(b)(1)(ii) and applicable state tax
law;
Therefore,
the Member hereby agrees as follows:
1. Organization and Applicable
Law.
1.1 LLC is Organized Under
Delaware Law. The LLC is organized pursuant to the provisions
of Title 6, Subchapter 1, Sections 18-101 and following of the Delaware Code
Annotated, the Delaware Limited Liability Company Act (6 Del. C. §18-101,
et seq.) (the
“Act”), and the rights and liabilities of the Member shall be as provided
therein, except as herein otherwise expressly stated. All questions
with respect to the construction of this Agreement and the rights and
liabilities of any person hereunder shall be determined in accordance with the
provisions of the Act, and such other laws of the State as may be
applicable.
1.2 Applicable Tax
Law. While the LLC has only one Member, it shall be
disregarded as an entity separate from the Member for purposes of applicable tax
law, in accordance with United States Treasury Regulation, Section
301.7701-3(b)(1)(ii) and applicable state tax law, and the Member and the LLC
shall make such filings and take such other actions as may be appropriate to
cause the LLC to he disregarded. At any time that the LLC has more
than one Member, the Members shall take actions with regard to tax matters in
accordance with Section 9.2 of this Agreement.
1.3 Filings and Authorized
Person. The Member and the LLC shall make such filings and
take such action as may be reasonably required to cause the LLC to be respected
as a limited liability company under applicable non-tax state law of the State
of Delaware (the “State”) and any other state or jurisdiction in which the LLC
may engage in business. ▇▇▇▇▇▇ ▇.
1
London is
hereby designated an “authorized person” to execute and file a Certificate of
Formation of the LLC in accordance with the Act.
1.4 Registered Office And
Registered Agent. The address of the registered office of the
LLC in the State of Delaware is The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of New Castle, State of
Delaware. The name of the registered agent at that address is The
Corporation Trust Company.
2. Business of Limited
Liability Company.
The
business of the LLC shall be to own shares of capital stock in one or more
corporations, membership interests in one or more limited liability companies or
equity interests in other entities and to engage in any other business permitted
a limited liability company under Delaware state law.
3. Office.
The
office of the LLC shall be ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or such other location or locations as the Member may from time to time
designate in writing.
4. Term.
The LLC
commenced its operations on September 23, 2002 and shall continue until the
Member decides to terminate it.
5. No Obligation to Make
Additional Contributions.
The
Member shall have no obligation to make additional capital contributions to the
LLC for any purpose or reason.
6. Operation and
Control.
The
Member shall be the manager of the LLC. In its capacity as manager of
LLC, the Member shall have full charge of the operation, management and conduct
of the LLC.
7. Compensation.
The
Member may receive such compensation (or no compensation) for services rendered
by it to the LLC as it considers appropriate.
8. Indemnification.
The
Member shall not be liable for the debts, expenses or liabilities of the LLC, or
for any other obligation related to the management or operation of the LLC’s
properties and the conduct of its business. In the event that the
Member is held liable for a debt, expense or liability of the LLC and is
required to pay or does pay any debt, expense or liability, the Member shall
have a right of indemnification against the LLC for the full amount thereof,
including its legal and other professional fees, if any.
2
9.
Transfers,
Dissolution, and Additional Members.
9.1 Transfers in
General. The Member may, by written instrument, transfer,
assign, pledge or sell its interest in the LLC to another without restriction,
and upon such transfers, assignments, pledges or sales the Manager shall take
such actions as are necessary to reflect such transactions, including without
limitation, updating Schedule A
hereto.
9.2
Additional
Members. If, for any reason, the LLC has more than one Member
at any time, then such Members shall act by majority vote and take such action
and make such filings as are required to properly report the profits and losses
and other items of the LLC for tax purposes in accordance with their respective
interests in the LLC.
10.
Effect of
Merger. The LLC was formed in connection with the merger of
Uno Restaurants, Inc. (the “Corporation”) with and into the LLC. When
the merger became effective under Section 18-209 of the Delaware Limited
Liability Company Act (the “Act”), for all purposes of the laws of the State of
Delaware, all of the rights, privileges and powers of the Corporation, and all
property, real, personal and mixed, and all debts due to the Corporation, as
well as all other things and causes of action belonging to the Corporation,
remained vested in the LLC and thereafter became the property of the LLC, as
they were of the Corporation, and the title to any real property vested by deed
or otherwise, under the laws of the State of Delaware, in the Corporation did
not revert or was not in any way impaired by reason of the Act; but all rights
of creditors and all liens upon any property of the Corporation were preserved
unimpaired, and all debts, liabilities and duties of the Corporation remained
attached to the LLC, and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by
it.
11.
Termination and
Dissolution
11.1 Termination. The
LLC shall not terminate upon the transfer, sale or assignment of any interest in
the LLC, but the LLC shall continue in accordance with the terms and conditions
contained in this Agreement. The LLC shall terminate on the direction
of the Member, or by majority vote of the Members, if there is more than
one.
11.2 Procedures upon
Termination. Upon termination of the LLC, the Member shall
proceed with reasonable promptness to liquidate the business of the
LLC. After the payment of LLC debts, expenses of liquidation and any
loans of the LLC, and after setting up of reasonable reserves for LLC
liabilities, the balance of proceeds from liquidation shall be distributed to
the Member, and the LLC shall be dissolved in accordance with the law of the
State.
12.
Miscellaneous.
12.1 Successors. This
Agreement, where applicable, shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, successors, personal
representatives and assigns.
12.2 Amendments. Except
as otherwise provided herein, this Agreement may not be amended, modified,
altered or changed in any respect whatsoever except by the Member.
12.3 Records and
Information. The LLC shall keep at its principal office the
following records, and such other records (if any) as may be required under
applicable state law:
3
|
(a)
|
A
current list of the full name and last known business address of each
Member;
|
|
(b)
|
Copies
of records that would enable a Member to determine the capital values and
the relative voting rights of the
Members;
|
|
(c)
|
A
copy of the LLC Certificate of Formation and any restatements and
amendments thereto;
|
|
(d)
|
Executed
copies of any powers of attorney pursuant to which any certificate
regarding the LLC or its Members has been
executed;
|
|
(e)
|
Copies
of the LLC’s federal, state and local income tax returns and reports, if
any, for the five (5) most recent
years;
|
|
(f)
|
A
copy of this Agreement;
|
|
(g)
|
Any
written records of proceedings of the Members;
and
|
|
(h)
|
Copies
of any financial statements of the LLC for the five (5) most recent
years.
|
12.4 Banking. All
funds of the LLC shall be deposited and kept in the name of the LLC and such
bank account or accounts shall be designated by the Member.
12.5 Accountant. The
accountant for the LLC shall be such person or firm as may be determined by the
Member.
12.6 Severability. Any
provision of the Act or other applicable law which is contrary to or supersedes
any provision hereof shall not affect the validity of the balance of this
Agreement, and the remaining provisions shall be enforced as if the invalid
provision were deleted.
4
IN
WITNESS WHEREOF, the Member has hereunto signed and sealed this 9th day
of September
October, 2002.
MEMBER:
URCHC,
LLC
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By:
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/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
Executive
Vice President - Finance
|
5
SCHEDULE
A
|
MEMBER’S
CONTRIBUTION
TO CAPITAL
|
||
|
Member
|
Address
|
Capital
Contribution
|
|
URC,
LLC
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
|
Conversion
of shares of stock
|
|
W.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
of
Uno Restaurants, Inc.
|
|
6
SECOND
AMENDED AND RESTATED
OF
UNO
RESTAURANTS, LLC
This
Second Amended and Restated Limited Liability Company Agreement of Uno
Restaurants, LLC (the “LLC”) is made and entered into as of the 9th day
of October, 2002, by the undersigned.
WHEREAS,
the previous member of the LLC, URC, LLC, has by written instrument transferred
its entire. membership interest in the LLC to Uno Restaurant Holdings
Corporation (hereinafter referred to as the “Member”); and
WHEREAS,
the Member agrees to be bound in all respects in accordance with this Limited
Liability Company Agreement, as amended and restated, including Schedule A
hereto (the “Agreement”); and
WHEREAS,
the Member desires to have the LLC respected as a limited liability company
under applicable non-tax state law, but disregarded as an entity separate from
the Member for purposes of applicable tax law, in accordance with United States
Treasury Regulation, Section 301.7701-3(b)(1)(ii) and applicable state tax
law;
Therefore,
the Member hereby agrees as follows:
1. Organization and Applicable
Law.
1.1 LLC is Organized Under
Delaware Law. The LLC is organized pursuant to the provisions
of Title 6, Subchapter 1, Sections 18-101 and following of the Delaware Code
Annotated, the Delaware Limited Liability Company Act (6 Del. C. §18-101,
et seq.) (the
“Act”), and the rights and liabilities of the Member shall be as provided
therein, except as herein otherwise expressly stated. All questions
with respect to the construction of this Agreement and the rights and
liabilities of any person hereunder shall be determined in accordance with the
provisions of the Act, and such other laws of the State as may be
applicable.
12 Applicable Tax
Law. While the LLC has only one Member, it shall be
disregarded as an entity separate from the Member for purposes of applicable tax
law, in accordance with United States Treasury Regulation, Section
301.7701-3(b)(1)(ii) and applicable state tax law, and the Member and the LLC
shall make such filings and take such other actions as may be appropriate to
cause the LLC to he disregarded. At any time that the LLC has more
than one Member, the Members shall take actions with regard to tax matters in
accordance with Section 9.2 of this Agreement.
1.3 Filings and Authorized
Person. The Member and the LLC shall make such filings and
take such action as may be reasonably required to cause the LLC to be respected
as a limited liability company under applicable non-tax state law of the State
of Delaware (the “State”) and any other state or jurisdiction in which the LLC
may engage in business. ▇▇▇▇▇▇ ▇.
1
London is
hereby designated an “authorized person” to execute and file a Certificate of
Formation of the LLC in accordance with the Act.
1.4 Registered Office And
Registered Agent. The address of the registered office of the
LLC in the State of Delaware is The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of New Castle, State of
Delaware. The name of the registered agent at that address is The
Corporation Trust Company.
2. Business of Limited
Liability Company.
The
business of the LLC shall be to own shares of capital stock in one or more
corporations, membership interests in one or more limited liability companies or
equity interests in other entities and to engage in any other business permitted
a limited liability company under Delaware state law.
3. Office.
The
office of the LLC shall be ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or such other location or locations as the Member may from time to time
designate in writing.
4. Term.
The LLC
commenced its operations on September 23, 2002 and shall continue until the
Member decides to terminate it.
5. No Obligation to Make
Additional Contributions.
The
Member shall have no obligation to make additional capital contributions to the
LLC for any purpose or reason.
6. Operation and
Control.
The
Member shall be the manager of the LLC. In its capacity as manager of
LLC, the Member shall have full charge of the operation, management and conduct
of the LLC.
7. Compensation.
The
Member may receive such compensation (or no compensation) for services rendered
by it to the LLC as it considers appropriate.
8. Indemnification.
The
Member shall not be liable for the debts, expenses or liabilities of the LLC, or
for any other obligation related to the management or operation of the LLC’s
properties and the conduct of its business. In the event that the
Member is held liable for a debt, expense or liability of the LLC and is
required to pay or does pay any debt, expense or liability, the Member shall
have a right of indemnification against the LLC for the full amount thereof,
including its legal and other professional fees, if any.
2
9. Transfers, Dissolution, and.
Additional Members.
9.1 Transfers in
General. The Member may, by written instrument, transfer,
assign, pledge or sell its interest in the LLC to another without restriction,
and upon such transfers, assignments, pledges or sales the Manager shall take
such actions as are necessary to reflect such transactions, including without
limitation, updating Schedule A
hereto.
9.2 Additional
Members. If, for any reason, the LLC has more than one Member
at any time, then such Members shall act by majority vote and take such action
and make such filings as are required to properly report the profits and losses
and other items of the LLC for tax purposes in accordance with their respective
interests in the LLC.
10. Effect of
Merger. The LLC was formed in connection with the merger of
Uno Restaurants, Inc. (the “Corporation”) with and into the LLC. When
the merger became effective under Section 18-209 of the Delaware Limited
Liability Company Act (the “Act”), for all purposes of the laws of the State of
Delaware, all of the rights, privileges and powers of the Corporation, and all
property, real, personal and mixed, and all debts due to the Corporation, as
well as all other things and causes of action belonging to the Corporation,
remained vested in the LLC and thereafter became the property of the LLC, as
they were of the Corporation, and the title to any real property vested by deed
or otherwise, under the laws of the State of Delaware, in the Corporation did
not revert or was not in any way impaired by reason of the Act; but all rights
of creditors and all liens upon any property of the Corporation were preserved
unimpaired, and all debts, liabilities and duties of the Corporation remained
attached to the LLC, and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by
it.
11. Termination and
Dissolution
11.1 Termination. The
LLC shall not terminate upon the transfer, sale or assignment of any interest in
the LLC, but the LLC shall continue in accordance with the terms and conditions
contained in this Agreement. The LLC shall terminate on the direction
of the Member, or by majority vote of the Members, if there is more than
one.
11.2 Procedures upon
Termination. Upon termination of the LLC, the Member shall
proceed with reasonable promptness to liquidate the business of the
LLC. After the payment of LLC debts, expenses of liquidation and any
loans of the LLC, and after setting up of reasonable reserves for LLC
liabilities, the balance of proceeds from liquidation shall be distributed to
the Member, and the LLC shall be dissolved in accordance with the law of the
State.
12. Miscellaneous.
12.1 Successors. This
Agreement, where applicable, shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, successors, personal
representatives and assigns.
12.2 Amendments. Except
as otherwise provided herein, this Agreement may not be amended, modified,
altered or changed in. any respect whatsoever except by the Member.
12.3 Records and
Information. The LLC shall keep at its principal office the
following records, and such other records (if any) as may be required under
applicable state law:
3
|
(a)
|
A
current list of the full name and last known business address of each
Member;
|
|
(b)
|
Copies
of records that would enable a Member to determine the capital values and
the relative voting rights of the
Members;
|
|
(c)
|
A
copy of the LLC Certificate of Formation and any restatements and
amendments thereto;
|
|
(d)
|
Executed
copies of any powers of attorney pursuant to which any certificate
regarding the LLC or its Members has been
executed;
|
|
(e)
|
Copies
of the LLC’s federal, state and local income tax returns and reports, if
any, for the five (5) most recent
years;
|
|
(f)
|
A
copy of this Agreement;
|
|
(g)
|
Any
written records of proceedings of the Members;
and
|
|
(h)
|
Copies
of any financial statements of the LLC for the five (5) most recent
years.
|
12.4 Ranking. All
funds of the LLC shall be deposited and kept in the name of the LLC and such
bank account or accounts shall be designated by the Member.
12.5 Accountant. The
accountant for the LLC shall be such person or firm as may be determined by the
Member.
12.6 Severability. Any
provision of the Act or other applicable law which is contrary to or supersedes
any provision hereof shall not affect the validity of the balance of this
Agreement, and the remaining provisions shall be enforced as if the invalid
provision were deleted.
4
IN
WITNESS WHEREOF, the Member has hereunto signed and sealed this 9th
day of September October,
2002.
MEMBER:
UNO
RESTAURANT HOLDINGS CORPORATION
|
|
By:
|
/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
Executive
Vice President - Finance
|
5
SCHEDULE
A
|
MEMBER’S
CONTRIBUTION
TO CAPITAL
|
||
|
Member
|
Address
|
Capital
Contribution
|
|
Uno
Restaurant Holdings
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
|
Conversion
of shares of stock
|
|
Corporation
|
W.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
of
Uno Restaurants, Inc.
|
6