HomeMy WebLinkAboutWritten Consent of ManagingSARMIENTO ADVERTISING GROUP LLC
WRITTEN CONSENT OF THE MANAGING MEMBER
The undersigned, Sanniento Holdings, Inc., A Florida corporation, being the
Managing Member in Sanniento Advertising Group LLC, a Florida limited liability company
(the "Company"), does hereby take the following actions and adopt the following resolutions by
written consent as of the [- O day of November, 2006:
APPROVAL OF ASSIGNMENT AND ASSUMPTION AGREEMENT
RESOLVED, that the form, teens and provisions of the Assignment and
Assumption Agreement, substantially in the form attached hereto as Exhibit A, together with all
exhibits, schedules and annexes thereto (the "Assignment and Assumption Agreement"), by and
between the Company, Fuel Miami LLC, a Delaware limited liability Company, Fuel Outdoor
Holdings, LLC, a Delaware limited liability company, and the City of Miami, a Florida
municipal corporation, be and hereby are authorized, adopted and approved; and
RESOLVED, that the Company's performance of its obligations under the
Assignment and Assumption Agreement, are hereby, in all respects, authorized and approved;
and further resolved, that Guillermo Victoria (the "Authorized Officer") is hereby authorized and
directed to execute and deliver the Assignment and Assumption Agreement in the name and on
behalf of the Company, in the form approved, with such changes therein and modifications and
amendments thereto as the Authorized Officer may in his sole discretion approve, which
approval shall be conclusively evidenced by his/her execution thereof.
GENERAL
RESOLVED, that in order to carry out fully the intent and effectuate the
purposes of the foregoing resolutions, the Authorized Officer be, and hereby is, authorized and
empowered to take all such further action including, without limitation, to arrange for, enter into
or grant amendments and modifications to and waivers of the Assignment and Assumption
Agreement, and to arrange for and enter into supplemental agreements, instruments, certificates,
financing statements and other documents relating to the transactions contemplated by the
Assignment and Assumption Agreement or as may be requested by the City of Miami, and to
execute and deliver all such further amendments, modifications, waivers, supplemental
agreements, instruments, certificates, financing statements and documents, in the name and on
behalf of the Company, and to pay all such fees and expenses, which shall in his or her judgment
be deemed necessary, proper or advisable in order to perform the Company's obligations under
or in connection with the Assignment and Assumption Agreement and the transactions
contemplated thereby; and
RESOLVED, that all actions taken by the Authorized Officer prior to the date of
this written consent which are within the authority conferred hereby are ratified and approved.
The actions taken by this consent shall have the same force and effect as if taken
at a meeting of the holders of membership interests in the Company duly called and constituted
MIA 179482038v2 11/27/2006
pursuant to the Limited Liability Company Agreement of the Company and the laws of the State
of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this consent as of the
date first set forth above.
Attested to:
lA
Print:
W/ A
Print:
STATE OF
COUNTY OF
) SS.
SARNIIENTO ADVERTISING GROUP, LLC
By: Sarmiento H• , c., a Florida Corporation
(company seal)
The foregoing instrument was acknowledged before me this 30day of NOVEMBER,
2006 by TERRANOVA EDUARDO, who is personally known to me, or has produced
, as identification and she acknowledged before me that
he executed the same, freely and voluntarily, for the purposes therein expressed.
Name: 6'. r7„140(a.. , P,44'
Notary Public, State of
Commission No.
2
N&E 11499967.
MIA 179482036v2 11/27/2006
ahi Carrascosa de Graham
NOTARIA
TiTUL,-.n REG. Nc 138
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