AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CB SOUTH, LLC
Exhibit 3.2(f)
AMENDED AND RESTATED
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of CB SOUTH,
LLC (the “Company”), is entered into by ▇▇▇▇ Food Company, Inc., as the sole member (the “Member”).
A. The Company was formed on September 18, 2002, pursuant to and in accordance with the
California Limited Liability Company Act (the “Act”); and
▇. ▇▇▇▇ Food Company, Inc. has the authority pursuant to the Act to enter into this Agreement.
1. Name. The name of the limited liability company is CB South, LLC.
2. Member. The name and the mailing address of the sole Member are as
follows:
| Name | Address | |
▇▇▇▇ Food Company, Inc.
|
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
3. Certificates. The Member, as an authorized person within the meaning of
the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, any
amendments to and/or restatements of the certificate of formation of the Company and any other
certificates (and any amendments thereto and/or restatements thereof) necessary for the Company to
qualify to do business in a jurisdiction in which the Company may wish to conduct business.
4. Purposes. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging in any lawful act
or activity for which limited liability companies may be formed under the Act and engaging in any
and all activities necessary or incidental to the foregoing.
5. Term. The term of the Company shall be perpetual unless the Company is
dissolved and terminated in accordance with Section 22 of this Agreement.
6. Principal Business Office. The principal business office of the Company
shall be located at such location as may hereafter be determined by the Member.
7. Registered Office. The address of the registered office of the Company
in the State of California is c/o Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
8. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of California are Corporation Service
Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
9. Limited Liability. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall
be solely the debts, obligations and liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or liability of the Company solely by reason of
being a Member of the Company.
10. Admission of Additional Members. Except as provided in Section 20 and
Section 21 hereof, no additional Members may be admitted to the Company.
11. Capital Contribution. ▇▇▇▇ Food Company, Inc. acquired the equity
interests of the Company.
12. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company. However, the Member may at any time make
additional capital contributions to the Company.
13. Allocation of Profits and Losses. The Company’s profits and losses
shall all be allocated to the Member.
14. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member. Such distributions shall all be allocated
to the Member.
15. Classification for Tax Purposes. For tax purposes, the Company is
treated as an entity disregarded as separate from its owner. The Company shall not make an
election to be treated as an association taxable as a corporation for Federal income tax purposes
pursuant to Treasury Regulation § 301.7701 3.
16. Management. In accordance with Section 17150 of the Act, management of
the Company shall be vested in the Member. The Member shall have the power to do any and all acts
necessary, convenient or incidental to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by members of a limited
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liability company under the laws of the State of California. The Member has the authority to
bind the Company.
17. Officers. The Member may, from time to time as it deems advisable,
select natural persons who are employees or agents of the Company and designate them as officers of
the Company (the “Officers”) and assign titles (including, without limitation, President, Vice
President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if
the title is one commonly used for officers of a business corporation formed under the California
General Corporation Law, the assignment of such title shall constitute the delegation to such
person of the authorities and duties that are normally associated with that office. Any delegation
pursuant to this Section 17 may be revoked at any time by the Member. An Officer may be removed,
with or without cause, at any time, by the Member.
18. Other Business. The Member may engage in or possess an interest in
other business ventures of every kind and description, independently or with others. The Company
shall not have any rights in or to such independent ventures or the income or profits therefrom by
virtue of this Agreement.
19. Exculpation and Indemnification. Neither the Member nor any director or
officer thereof nor any Officer of the Company (each, a “Covered Person”) shall be liable to the
Company or any person or entity who has an interest in the Company for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Covered Person in good faith
on behalf of the Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person in accordance with this Agreement (which, with respect
to Officers of the Company, shall not extend beyond the termination of such individual’s employment
with the Company), except that such Covered Person shall be liable for any such loss, damage or
claim incurred by reason of such Covered Person’s willful misconduct. To the full extent permitted
by applicable law, each Covered Person shall be entitled to indemnification and advancement of fees
and expenses from the Company for any loss, damage, claim, fee, expense or liability incurred by
such Covered Person by reason of any act or omission performed or omitted by such Covered Person in
good faith on behalf of the Company and in a manner reasonably believed to be within the scope of
the authority conferred on such Covered Person in accordance with this Agreement, except that a
Covered Person shall not be entitled to be indemnified in respect of any loss, damage, claim, fee
or expense incurred by such Covered Person by reason of willful misconduct with respect to such
acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided
out of and to the extent of Company assets only, and no Covered Person shall have personal
liability on account thereof, and provided, further, that no indemnity or advancement of fees and
expenses hereunder shall be made in respect of a claim by the party seeking such indemnity or
advancement against the Company or the Member, other than a claim for enforcement of the indemnity
or advancement provisions of this Section 19. No amendment of this Section 19 shall be effective
as to acts or events occurring or caused prior to the date of such amendment.
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20. Assignments. The Member may at any time assign in whole or in part its
limited liability company interest in the Company. If the Member transfers all of its interest in
the Company pursuant to this Section 20, the transferee shall be admitted to the Company as a
Member of the Company upon its execution of an instrument signifying its agreement to be bound by
the terms and conditions of this Agreement. Such admission shall be deemed effective immediately
prior to the transfer, and, immediately following such admission, the transferor Member shall cease
to be a Member of the Company.
21. Resignation. The Member may at any time resign from the Company. If
the Member resigns pursuant to this Section 21, an additional Member shall be admitted to the
Company upon its execution of an instrument signifying its agreement to be bound by the terms and
conditions of this Agreement. Such admission shall be deemed effective immediately prior to the
resignation, and, immediately following such admission, the resigning Member shall cease to be a
Member of the Company.
22. Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to
occur of the following: (i) the written consent of the Member, (ii) at any time there is no Member
of the Company unless, within 90 days of the occurrence of the event that terminated the continued
membership of the Member (the “Termination Event”), the successor of the Member agrees in writing
to continue the Company and to the admission to the Company of such successor or its nominee or
designee as a Member, effective as of the occurrence of the Termination Event, and such successor
or its nominee or designee shall be admitted upon its execution of an instrument signifying its
agreement to be bound by the terms and conditions of this Agreement, or (iii) the entry of a decree
of judicial dissolution under the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a Member
of the Company and upon the occurrence of such an event, the business of the Company shall continue
without dissolution.
(c) In the event of dissolution, the Company shall conduct only such activities as
are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly
manner), and the assets of the Company shall be applied in the manner, and in the order of
priority, set forth in the Act.
23. Separability of Provisions. Each provision of this Agreement shall be
considered separable, and if for any reason any provision or provisions herein are determined to be
invalid, unenforceable or illegal under any existing or future law, such invalidity,
unenforceability or illegality shall not impair the operation of or affect those portions of this
Agreement that are valid, enforceable and legal.
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24. Entire Agreement. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.
25. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of California (without regard to conflict of laws principles), all
rights and remedies being governed by said laws.
26. Amendments. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and delivered by the Member.
27. Sole Benefit of the Member. The provisions of this Agreement (including
Section 12) are intended solely to benefit the Member, and, in the case of Section 19, the
Officers, and, to the fullest extent permitted by applicable law, shall not be construed as
conferring any benefit upon any creditor of the Company (and no such creditor shall be a
third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to
any creditor of the Company to make any contributions or payments to the Company.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Agreement as of the 5th day of January, 2005.
| MEMBER | ||||||
| ▇▇▇▇ Food Company, Inc. | ||||||
| By: Name: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
|||||
| Title: | Vice President, Associate General | |||||
| Counsel and Assistant Secretary | ||||||
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