Exhibit 15
FOURTH AMENDMENT
TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
ANDERSON BAMM HOLDINGS, LLC
THIS FOURTH AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT(this “Amendment”) of ANDERSON BAMM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of April 10, 2014, by and among Charles C. Anderson; Joel R. Anderson; Charles C. Anderson, Jr.; Terry C. Anderson; and Clyde B. Anderson (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 Charles C. Anderson, Jr. Irrevocable Trust FBO Lauren Artis Anderson, a Member of the Company (the “Old Trust”), including the Interest in the Company held by the Old Trust, have been transferred to the Lauren A. Anderson 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 amendExhibit 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 whichExhibit A of the LLC Agreement will be replaced withExhibit 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/ Charles C. Anderson |
Charles C. Anderson |
/s/ Joel R. Anderson |
Joel R. Anderson |
/s/ Charles C. Anderson, Jr. |
Charles C. Anderson, Jr. |
/s/ Terry C. Anderson |
Terry C. Anderson |
/s/ Clyde B. Anderson |
Clyde B. Anderson |
3
EXHIBIT A
AS AMENDED APRIL 10, 2014
INDIVIDUAL SHAREHOLDER MEMBER | SHARES TRANSFERRED | % ownership in ABH, LLC | ||
Charles C. Anderson 202 North Court Street Florence, AL 35630 | 538,373 | 35.58% | ||
Hilda B. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,000 | 0.13% | ||
Joel R. Anderson 202 North Court Street Florence, AL 35630 | 200,000 | 13.22% | ||
Clyde B. Anderson 2801 Highway 280 South, Suite 350 Birmingham, AL 35223 | 446,921 | 29.53% | ||
Terrence C. Anderson 4511 Helton Drive Florence, AL 35630 | 113,818 | 7.52% | ||
Harold M. Anderson 3101 Clairmont Road, Suite C Atlanta, GA 30329 | 100,000 | 6.61% | ||
Charles C. Anderson, Jr. 265 Brookview Town Centre Way, Suite 501 Knoxville, TN 37919 | 68,321 | 4.51% |
A-1
INDIVIDUAL SHAREHOLDER MEMBER | SHARES TRANSFERRED | % ownership in ABH, LLC | ||
Charles C. Anderson, III 4339 Northcrest Road Dallas, TX 75229 | 7,931 | 0.52% | ||
Hayley Anderson Milam 201 South Court Street, Suite 610 Florence, AL 35630 | 6,345 | 0.42% | ||
Lauren A. Anderson Irrevocable Trust 201 South Court Street, Suite 610 Florence, AL 35630 | 6,345 | 0.42% | ||
Olivia Barbour Anderson 1995 Trust 201 South Court Street, Suite 610 Florence, AL 35630 | 400 | 0.03% | ||
Alexandra Ruth Anderson Irrevocable Trust 201 South Court Street, Suite 610 Florence, AL 35630 | 400 | 0.03% | ||
First Anderson Grandchildren’s Trust FBO Charles C. Anderson, III 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
First Anderson Grandchildren’s Trust FBO Hayley E. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% |
A-2
INDIVIDUAL SHAREHOLDER MEMBER | SHARES TRANSFERRED | % ownership in ABH, LLC | ||
First Anderson Grandchildren’s Trust FBO Lauren A. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
Sixth Anderson Grandchildren’s Trust FBO Bentley B. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
Fourth Anderson Grandchildren’s Trust FBO Carson C. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
Second Anderson Grandchildren’s Trust FBO Alexandra R. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
Fifth Anderson Grandchildren’s Trust FBO Harold M. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
Third Anderson Grandchildren’s Trust FBO Taylor C. Anderson 201 South Court Street, Suite 610 Florence, AL 35630 | 2,806 | 0.19% | ||
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TOTAL SHARES | 1,513,302 | 100.00% | ||
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A-3