On March 01, 2018 a
Exhibit,Appendix
was filed
involving a dispute between
George Moss,
and
Rallye Motors Holding Llc,
for Other Matters - Contract - Other
in the District Court of New York County.
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FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020
EXHIBIT B
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020
AMENDMENT NO 1 TO 8ERYfCE AUREEMENT
AvlENDMENT NO. 1 TO SERVICE-AGREEMENT fthis "-Amendment"), dated
as of b , 2002 between Rallye Motors LLC, a Delaware fimited Hability
Holdmg
campany, with agices at ½00NorthemBonlevard,.Reslyn, New york 1157&(the "Company"),
52Sd
and George X Moss, an individual residing at 43WEast Street New York, New York 10022
("Moss") All capitalized terms-used herein and not otherwise defined shall bave the meaning
ascribed to such terms in the Service Agreement (as defmed below).
WI T N E&8 E T H :
WHEREAS, the and Moss have entered into a Service Agreement,(the
Company
"Service Agreement"), dated as of May 3 2001;
WHEREAS, Moss has entered mto a purchaseagreement, datedas Jtme 26, 2002,
pursuant to which Moss sells his 1 1% rñernbership interests in the Company to Joseph Stanco,
Nicholas and.William Finsilver (the Purchase-
Toomey "Managers Agreement");
WHEREAS, in partial considerationof Moss into·the.Managers Purchase
entering
Agreement, the parties to this Amendment wish to amend the Service Agreement to extend the
period of health insurance coverage for Moss and his wife.
NOW, THKKEFORE, in consideration of the mutuar covenants and agreements
herein contained, the parties hereto de hereby covenant and agree as-follows:
mutually
L Amendment. .Paragraph 5(£).of the.Service.Agreement.shall be deleted and
. replaced far its-entirety as follows:
"(c) Health Insurance. Fellowing the commencement-of the Term, the
Company shall provide (i) at the Company's expense, for Moss and his wife for his and her
respective tifetimes, health insuranccon the same tertns and conditions and with the same
benefits as the health insurance maintained for Moss at the date ofthis Service
by the Company
Agreement· Moss'
and (ii) at Moss'.expense for a period of ten (10) years, for children, his
children's famlies, Paul Norton and Barbara Shagrue, any health insurance now or hereafter
maintained by the Company for its senior executives.generally;.provided that participation
therein shall be-subject to and in accordance with theyrovisions thereof generally applicable to
executives."
such
2. General.
(a) Governing Law. The validity, interpretation, construction and
performance of this of the State of New York
Amendment shall be governed by the laws
applicable to contracts executed entirely within
and to be performed said State. Any judicial
brought against to this Amendment or any dispute out of
proceeding any of the parties arising
this Amedment which is enforceable in a·court may be brought in the courts of the State of New
York in New York or in the United StatesTJistrict Court for the
located City or Nassau County,
EXH1BlT
Mossooo11
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020
Southern or Eastern District of New York, and, by execution and delivery of this Amendment,
each of the parties to this Amendment accepts the-jurisdictionof said comts; and irrevocably
agrees to be bound by any judgrnent rendered in connection with this Agreement. The
thereby
foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than
the respective parties to this Amendment.
(b) Coumerparts. This Amendrnentasy be executed in two ormore
counterparts; all of which taken·tagether shaD. constitute one instrument.
(c) Effectiveness. This Amendment shall only become effective if the
. transactions contemplated by the Managers Purchase Agreement have closed, includmg without
limitation that all conditions precedent to Closing (as defined in Managers Purchase Agreement)
have been satisfied or waived.
MOSSOO01 2
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020
TN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
the-
hereunto executed this Agreement as of day and year first written abow.
RALLYE MOTORS HOLDING LLC
'
Naine er rian
Title: 1 er
GEORGE K. MOSS
Date:
MOSS00013
Document Filed Date
January 27, 2020
Case Filing Date
March 01, 2018
Category
Other Matters - Contract - Other
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FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020 EXHIBIT B FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020 AMENDMENT NO 1 TO 8ERYfCE AUREEMENT AvlENDMENT NO. 1 TO SERVICE-AGREEMENT fthis "-Amendment"), dated as of b , 2002 between Rallye Motors LLC, a Delaware fimited Hability Holdmg campany, with agices at ½00NorthemBonlevard,.Reslyn, New york 1157&(the "Company"), 52Sd and George X Moss, an individual residing at 43WEast Street New York, New York 10022 ("Moss") All capitalized terms-used herein and not otherwise defined shall bave the meaning ascribed to such terms in the Service Agreement (as defmed below). WI T N E&8 E T H : WHEREAS, the and Moss have entered into a Service Agreement,(the Company "Service Agreement"), dated as of May 3 2001; WHEREAS, Moss has entered mto a purchaseagreement, datedas Jtme 26, 2002, pursuant to which Moss sells his 1 1% rñernbership interests in the Company to Joseph Stanco, Nicholas and.William Finsilver (the Purchase- Toomey "Managers Agreement"); WHEREAS, in partial considerationof Moss into·the.Managers Purchase entering Agreement, the parties to this Amendment wish to amend the Service Agreement to extend the period of health insurance coverage for Moss and his wife. NOW, THKKEFORE, in consideration of the mutuar covenants and agreements herein contained, the parties hereto de hereby covenant and agree as-follows: mutually L Amendment. .Paragraph 5(£).of the.Service.Agreement.shall be deleted and . replaced far its-entirety as follows: "(c) Health Insurance. Fellowing the commencement-of the Term, the Company shall provide (i) at the Company's expense, for Moss and his wife for his and her respective tifetimes, health insuranccon the same tertns and conditions and with the same benefits as the health insurance maintained for Moss at the date ofthis Service by the Company Agreement· Moss' and (ii) at Moss'.expense for a period of ten (10) years, for children, his children's famlies, Paul Norton and Barbara Shagrue, any health insurance now or hereafter maintained by the Company for its senior executives.generally;.provided that participation therein shall be-subject to and in accordance with theyrovisions thereof generally applicable to executives." such 2. General. (a) Governing Law. The validity, interpretation, construction and performance of this of the State of New York Amendment shall be governed by the laws applicable to contracts executed entirely within and to be performed said State. Any judicial brought against to this Amendment or any dispute out of proceeding any of the parties arising this Amedment which is enforceable in a·court may be brought in the courts of the State of New York in New York or in the United StatesTJistrict Court for the located City or Nassau County, EXH1BlT Mossooo11 FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020 Southern or Eastern District of New York, and, by execution and delivery of this Amendment, each of the parties to this Amendment accepts the-jurisdictionof said comts; and irrevocably agrees to be bound by any judgrnent rendered in connection with this Agreement. The thereby foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the respective parties to this Amendment. (b) Coumerparts. This Amendrnentasy be executed in two ormore counterparts; all of which taken·tagether shaD. constitute one instrument. (c) Effectiveness. This Amendment shall only become effective if the . transactions contemplated by the Managers Purchase Agreement have closed, includmg without limitation that all conditions precedent to Closing (as defined in Managers Purchase Agreement) have been satisfied or waived. MOSSOO01 2 FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 95 RECEIVED NYSCEF: 01/27/2020 TN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have the- hereunto executed this Agreement as of day and year first written abow. RALLYE MOTORS HOLDING LLC ' Naine er rian Title: 1 er GEORGE K. MOSS Date: MOSS00013