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EXECUTION COPY AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT FRANKLIN VENTURE, LLC Dated as of September 30, 2009, Franklin LLC Operating Agreement 8545936.5 TABLE OF CONTENTS
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How to fill out amended and restated limited:

01
Begin by reviewing your existing limited agreement: Start by gathering your current limited agreement and thoroughly reviewing its terms and provisions. It is important to familiarize yourself with the existing agreement before making any amendments or restatements.
02
Identify the need for amendments: Assess the reasons why you need to make amendments and restatements to your limited agreement. This could be due to changes in the business structure, ownership interests, or any other relevant factors. Clearly identify the specific provisions that require modification.
03
Draft the amendments and restatements: Based on the identified changes, draft the amendments and restatements that need to be made to the existing limited agreement. Ensure that the language used is clear and concise, and that it accurately reflects the desired modifications.
04
Consult with legal counsel: It is advisable to consult with a qualified attorney who specializes in business law to ensure that the proposed amendments and restatements comply with all applicable legal requirements. Legal counsel can also provide guidance and insights based on their expertise.
05
Obtain necessary approvals: Depending on the provisions of your existing limited agreement, you may need to obtain certain approvals before implementing the amendments and restatements. This could involve obtaining consent from the existing shareholders or members, or complying with any other requirements as per the agreement or applicable laws.
06
Execute the amended and restated limited agreement: Once all necessary approvals have been obtained, execute the amended and restated limited agreement by signing it. Ensure that all parties involved in the agreement have a copy of the executed document for their records.

Who needs amended and restated limited:

01
Businesses undergoing structural changes: Companies that are undergoing changes in their business structure, such as mergers or acquisitions, often find the need to amend and restate their limited agreements. This is to reflect the new ownership interests and responsibilities as a result of the structural changes.
02
Businesses with changing ownership interests: If there are changes in the ownership interests of a business, such as new partners or shareholders, it may be necessary to amend and restate the limited agreement to include these changes.
03
Businesses seeking to update or clarify provisions: Over time, businesses may realize the need to update or clarify certain provisions in their existing limited agreement. This could be due to changes in legal requirements, evolving business strategies, or any other reasons that necessitate modifications to the agreement.
Overall, amended and restated limited agreements are typically needed by businesses that require modifications or updates to their existing limited agreements. It is important to consult with legal professionals to ensure compliance with relevant laws and to accurately reflect the desired changes in the amended and restated agreement.
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