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K R A ME R L E V I N N A F T A L I S & F R A N K E L L L P

PHONE 212-715-9132
FAX 212-715-8132
August 26, 2014
Via E-mail and Federal Express
Richard A. Kennedy
FC+Skanska Modular, LLC
Brooklyn Navy Yard
63 Flushing Avenue, Building 293
Brooklyn, NY 11205
Re: Limited Liability Company Agreement of FC +
Skanska Modular, LLC ("FC+Skanska") dated
October 31, 2012 ("LLC Agreement")
Dear Mr. Kennedy:
We have been retained by FCRC Modular, LLC in connection with the above
LLC Agreement between our client and Skanska Modular LLC. In that regard, we have
reviewed the LLC Agreement as well as your letter of today's date in which you threaten to
unilaterally furlough the trade associates and issue notices under the federal and state "WARN
Acts" tomorrow.
It is our position that these actions violate Section 8.9(a)(iii) of the LLC
Agreement in that they constitute "Major Decisions not subject to a Project Decision Exception"
that "effect [] material changes in the Business or the strategic direction of the Company that are
not specified in an Annual Business Plan approved by the Board." As you are no doubt aware,
under Section 8.9, any such decisions may not be made by any officer of FC+Skanska without
approval of the Board of Directors. It is our understanding that FC+Skanska's Board met
yesterday and in no way approved any furlough of trade associates or the issuance of any WARN
Act notices. Thus, the threat to take these actions must be rescinded immediately.
By disregarding the terms of the LLC Agreement and proceeding without Board
approval after you obviously came to the conclusion that such approval was required, you will be
taking actions that are not in good faith and constitute a willful breach of the LLC Agreement.
1177 AVENUE OF THE AMERICAS NEW YORK NY 10036-2714 PHONE 212.715.9100 FAX 212.715.8000
990 MARSH ROAD MENLO PARK CA 94025-1949 PHONE 650.752.1700 FAX 650.752.1800
47 AVENUE HOCHE 75008 PARIS FRANCE PHONE (33-1) 44 09 46 00 FAX (33-1) 44 09 46 01
KL3 2985314.2
K R A ME R L E V I N N A F T A L I S & F R A N K E L L L P
Richard A. Kennedy
August 26, 2014
Page 2
In the event that you do so, our client intends to hold both Skanska Modular LLC and you
personally responsible for the significant damage these actions will cause.
In addition, please provide us or our clients with a copy of the written notice
received by FC+Skanska under its Purchase Order for Prefabricated Modules for the B2
Residential Project at Atlantic Yards as well as any future notices you may receive.
cc: Skanska Modular LLC
c/o Skanska USA Building, Inc.
350 Fifth Avenue, 32
New York, NY 10118
Attn: Richard A. Kennedy
Co-chief Operating Officer
Skanska USA Building Inc.
350 Fifth Avenue 32
New York, NY 10118
Attn: Clay Haden
Corporate Counsel
Via E-mail and Federal Express
KL3 2985314.2