Amendment No. 6 – Strengthening Dissolution & Liquidation Safeguards

This Amendment No. 6 (the “Amendment”) to the Limited Liability Company Agreement of Pleasant Valley Property, LLC, dated January 1, 2024 (the “Agreement”), is adopted by Members holding a Majority in Interest pursuant to Section 13.10 of the Agreement. All capitalized terms used but not defined herein have the meanings set forth in the Agreement.


## 1. Supermajority for Voluntary Dissolution (Amend Section 12.01(a))


**Replace** Section 12.01(a) with:


> “(a) An election to dissolve the Company must be approved by Members holding at least **85%** of the Membership Interests.  Any lower consent is void.”


## 2. Additional Dissolution Trigger for Capitalization Default (Amend Section 12.01)


**Add** new clause:


> “(d) A declaration of dissolution by Members holding at least 75% of the Interests if PV Legacy Investment, LP remains in a continuing Capitalization Default for more than ninety (90) days after written Cure Notice.”


## 3. Independent Liquidator Appointment (Amend Section 12.03(a))


**Replace** Section 12.03(a) with:


> “(a) The Liquidator shall be the Managers unless a Capitalization Default exists and the Members holding at least 75% of the Membership Interests appoint an Independent Third Party (a neutral fiduciary) to act as Liquidator.  Such Independent Third Party shall have no prior affiliation with any Member or the Company.”


## 4. Mandatory Liquidation Timeline & Interest (Amend Section 12.03)


**Amend** Section 12.03 by inserting:


> “The Liquidator shall complete the liquidation and make all distributions required under Section 12.03(c) **within 180 days** of the effective date of dissolution.  Any undistributed proceeds thereafter shall bear interest at **one percent (1%) per month** until paid.”


## 5. Defined “Available Liquidation Proceeds” & Distribution Waterfall (Amend Section 12.03(c))


**Replace** Section 12.03(c) with:


> “(c) **Distribution Waterfall.**  Liquidation proceeds (‘Available Liquidation Proceeds’) shall be applied in order:

>   1. To pay all creditors, third-party claims and liquidation expenses (including fees of the Liquidator and independent professionals);  

>   2. To establish reserves for known claims or contingencies no longer than one year from dissolution;  

>   3. To repay all Capital Contributions (positive Capital Accounts) of Members in proportion to their positive balances;  

>   4. Any excess to be distributed pro rata by Membership Interests.  

>  All distributions under this waterfall shall be made **within 30 days** after sale or cash realization.”


## 6. Member Notice & Confirmation of Cancellation (Amend Section 12.04)


**Amend** Section 12.04 by adding:


> “The Liquidator shall provide written notice of the filing of the cancellation of the Certificate of Formation and all withdrawals of registrations within five (5) Business Days of filing.  Such notice shall be sent to each Member’s address on record.”

Rationale for These Enhancements

Supermajority adjustment ensures you can control voluntary wind-up or block forced wind-up with 75.6%.
Explicit default-based dissolution gives you leverage to end the Company if PV Legacy never cures funding lapses.
Independent Liquidator removes potential bias if Managers are conflicted.
Firm timelines and interest combat indefinite delays and penalize stalling.
Clear waterfall ensures Members receive capital back in a predictable order and timeframe.
Member notice closes the communication loop, ensuring everyone knows when the LLC truly ends.

With these amendments, Article XII becomes a robust, enforceable plan for orderly dissolution—protecting your economic interests and giving you meaningful leverage if PV Legacy defaults. Let me know if you’d like tweaks or if we should move next to Article XIII (Miscellaneous) for final polish.