-5-
four promissory notes. Two of the notes were nonrecourse; the
other two notes were partially recourse. Neither LCL member
signed any of these notes or otherwise guaranteed repayment of
the notes.
In 2000, LCL purchased other equipment from CRG. In
connection with this purchase, LCL signed two promissory notes.
Both notes were partially recourse. Neither LCL member signed
either of these notes or otherwise guaranteed repayment of the
notes.
The DRO
Section 4.2 of LCL’s initial operating agreement (initial
operating agreement) states that “No Member shall be liable as
such for the liabilities of the Company”. On March 28, 2001,
LCL’s two members amended and restated the initial operating
agreement in its entirety (revised operating agreement) and
stated in the revised operating agreement that it was effective
as of January 1, 2000. The revised operating agreement is
construed under Wyoming law, and only the parties that signed the
revised operating agreement (and their successors in interest)
have any rights or remedies under that agreement. The revised
operating agreement states that the life of LCL is 30 years from
the date of the filing of its articles of organization with the
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Last modified: March 27, 2008