EX-99.15 3 d728602dex9915.htm EX-99.15 EX-99.15

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 amend Exhibit 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 which Exhibit A of the LLC Agreement will be replaced with Exhibit 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
TO ABH, LLC

  

% 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
TO ABH, LLC

  

% 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
TO ABH, LLC

  

% 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%
  

 

  

 

TOTAL SHARES

   1,513,302    100.00%
  

 

  

 

 

A-3