EX-4 5 a2096005zex-4.htm EX-4
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Exhibit 4

THIRD AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
BJ CHICAGO, L.L.C.

        THIS THIRD AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Amendment") is made this 6th day of December, 2002, by and among the Members of BJ Chicago, L.L.C.

Recitals

        1.    On December 20, 2000, The Jacmar Companies and Golden Resorts, Inc. entered into a Limited Liability Company Operating Agreement (the "Operating Agreement") for BJ Chicago, L.L.C., a Delaware limited liability company, in which they are Members.

        2.    On July 31, 2001, the Members entered into a First Amendment to Limited Liability Company Operating Agreement in connection with the purchase of additional Shares and the addition of new Members.

        3.    On December 5, 2002 the Members entered into a Second Amendment to Limited Liability Company Operating Agreement to permit Members to use their Allocable Share of the Shares held by the Company as collateral for third-party loans and to clarify certain other provisions of the Operating Agreement.

        4.    On December 6, 2002 the Members of BJ Chicago, LLC desire to make additional investments in shares of stock of Chicago Pizza & Brewery, Inc and revise the ownership and the allocation of profits and losses among the Members.

Agreement

        NOW, THEREFORE, it is agreed that the Operating Agreement is amended as follows:

FIRST: Sections 3.1 and 3.2.1 of Article 3 of the Operating Agreement are amended to read as follows:

            "3.1    Capital contributions of Members.    The Members have made or will shortly make the Capital contributions set forth opposite their names on Exhibit "A" attached hereto. The additional capital will be used to purchase additional shares of common stock of Chicago Pizza & Brewery, Inc. Upon completion of the pending purchase of 13,800 shares of common stock of Chicago Pizza & Brewery, Inc. the Company will own 6,081,385 shares of such stock (the "Shares").

            "3.2.1    Additional Capital Contributions by Members.    Each Member shall be allocated an interest in the 6,081,385 shares of Chicago Pizza & Brewery, Inc. as set forth in Exhibit "A" (with a Member's allocable interest in the Shares referred to as an "Allocable share")."

SECOND: Terms used in this Amendment and not otherwise defined shall have the meanings given such terms in the Operating Agreement, as amended to date. The amendments to the Operating Agreement contemplated hereby shall be effective retroactively to the original date of the Operating Agreement. In all other respects, the terms and provisions of the Operating Agreement are restated and confirmed.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

THE JACMAR COMPANIES   GOLDEN RESORTS, INC.

By:

/s/  
JAMES A. DAL POZZO      
James A. Dal Pozzo, President

 

By:

/s/  
SHANN M. BRASSFIELD      
Shann M. Brassfield, President

/s/  
JAMES A. DAL POZZO      
James A. Dal Pozzo

 

/s/  
WILLIAM H. TILLEY      
William H. Tilley

JERRY G. BRASSFIELD REVOCABLE TRUST

 

SHANN M. BRASSFIELD REVOCABLE TRUST

By:

/s/  
JERRY G. BRASSFIELD      
Jerry G. Brassfield, Trustee

 

By:

/s/  
SHANN M. BRASSFIELD      
Shann M. Brassfield, Trustee

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EXHIBIT "A"

BJ Chicago, LLC
Capitalization Schedule
As of December 6, 2002

 
  Jacmar
  GRI
  Tilley
  Dal Pozzo
  S.M.B. RT
  J.G.B. RT
  Total
Purchase of Habash Shares   $ 4,413,000   641,280   0   0   0   3,771,720   8,826,000
Purchase of CEO Shares     909,367   132,143   0   0   0   777,225   1,818,735
Formation expense through 6/30/01     15,000   15,000   0   0   0   0   30,000
Private Placement—Tranche 2     0   726,577   2,750,000   250,000   250,000   4,023,423   8,000,000
Purchase of Puchner Shares     0   0   0   16,100   16,100   64,400   96,600
   
 
 
 
 
 
 
    $ 5,337,367   1,515,000   2,750,000   266,100   266,100   8,636,768   18,771,335
   
 
 
 
 
 
 

Pro Forma Share Acquisition

 
  Jacmar
  GRI
  Tilley
  Dal Pozzo
  Shann
  Jerry
  Total
 
Purchase of Habash Shares   1,103,250   160,320   0   0   0   942,930   2,206,500  
Purchase of CEO Shares   330,679   48,052   0   0   0   282,627   561,358  
Private Placement—Tranche 2   0   290,631   1,100,000   100,000   100,000   1,609,359   3,200,000  
Purchase of Puchner Shares   0   0   0   2,300   2,300   9,200   13,800  
   
 
 
 
 
 
 
 
    1,433,929   499,003   1,100,000   102,300   102,300   2,844,126   6,081,658  
   
 
 
 
 
 
 
 
LLC Percentage Interest   23.58 % 8.21 % 18.09 % 1.68 % 1.68 % 46.77 % 100.00 %
   
 
 
 
 
 
 
 

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