HomeMy WebLinkAboutWritten Consent of Sole Holder 2FUEL MIAMI LLC
WRITTEN CONSENT OF
THE SOLE HOLDER OF MEMBERSHIP INTERESTS
The undersigned, being the sole holder of membership interests in Fuel Miami
LLC, a Delaware limited liability company (the "Company"), does hereby take the following
actions and adopt the following resolutions by written consent as of the 28th day of November,
2006:
APPROVAL OF ASSIGNMENT AND ASSUMPTION AGREEMENT
RESOLVED, that the form, terms 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 Outdoor Holdings, LLC, a Delaware limited liability company, and
Sarmiento Advertising Group, L.L.C., a Florida limited liability company, 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 Michael A. Freedman (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, 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
KS 6 I I4U99117,
pursuant to the Limited Liability Company Agreement of the Company and the laws of the State
of Delaware.
K kk i i499907.
IN WITNESS WHEREOF, the undersigned have executed this consent as of the
date first set forth above.
FUEL OUTDOOR HOLDINGS, LLB
Name: Michael A. Freedman
Title: Chief Executive Officer
Witness:
Name:
Witness:
Name:
Notarization
On this 28th day of November, 2006, before me personally appeared Michael A. Freedman, to
me known to be the person described in and executing the foregoing instrument, and Michael A.
Freedman acknowledged that he executed the same as his free act and deed.
Signature of Notary Public Notary Stamp or Seal
ommission Expiration Date
Nola* Flo, Sate ES BARof New York
Qua liOd inf Ne �► a
Commission ExpiresAprN.21, 2B10
FUEL OUTDOOR HOLDINGS, LLC
CONSENT AND RESOLUTIONS ADOPTED AT
SPECIAL MEETING OF THE MANAGEMENT COMMITTEE
HELD NOVEMBER 28, 2006
The Management Committee of Fuel Outdoor Holdings, LLC, a limited liability
company formed under the laws of the State of Delaware (the "Company"), duly represented by
the undersigned, does hereby take the following actions and adopt the following resolutions at a
special meeting duly convened and held on this 28th day of November, 2006:
APPROVAL OF ASSIGNMENT AND ASSUMPTION AGREEMENT
RESOLVED, that the form, terms 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 Iimited liability company, Sarmiento
Advertising Group, L.L.C., a Florida limited Iiability 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 Michael A. Freedman (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.
X.14E 11499697.
The actions taken by this consent shall have the same force and effect as if taken
at a meeting of the management committee of the Company duly called and constituted pursuant
to the Limited Liability Company Agreement of the Company and the laws of the State of
Delaware.
KSE 11499607.
IN WITNESS WHEREOF, the undersigned have executed this consent as of the
date first set forth above.
Witness:
Name: Sb
Witness:
Name:
Notarization
Michael Freedman
eofdoust
On this 28th day of November, 2006, before me personally appeared Michael A. Freedman, to
me known to be the person described in and executing the foregoing instrument, and Michael A.
Freedman acknowledged that he executed the same as his free act and deed.
Signature of Notary Public Notary Stamp or Seal
onn.rnission Expiration Date
Nattily Mats of Now York
No. 01BA0034944
Qualified In New York Courtly
Commission Expires AprI1.21, 201 0
K&k f 14q.707,