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Eig Global Energy Partners, LLC, A Delaware Limited Liability Company v. Tcw Asset Management Company

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA


December 7, 2012

EIG GLOBAL ENERGY PARTNERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, PLAINTIFF,
v.
TCW ASSET MANAGEMENT COMPANY, A CALIFORNIA CORPORATION,
THE TCW GROUP, INC., A NEVADA CORPORATION, AND
TRUST COMPANY OF THE WEST, A CALIFORNIA CORPORATION, DEFENDANTS.

The opinion of the court was delivered by: Hon. Christina A. Snyder United States District Judge

PRELIMINARY INJUNCTION ORDER

Hearing Date: November 30, 2012 Time: 1:30 p.m. Judge: Hon. Christina A. Snyder Complaint Filed: August 21, 2012

This matter having been brought before the Court by plaintiff EIG Global Energy Partners, LLC ("EIG") on its motion for preliminary injunction, and the Court having considered the moving papers, all opposition thereto, and the arguments of counsel, and the Court having determined that it is appropriate to grant limited relief without enjoining consummation of the Carlyle Transaction,

IT IS HEREBY ORDERED that:

Until the earlier of (i) issuance of a final award by the arbitrator of the claims asserted by EIG in EIG Global Energy Partners, LLC v. TCW Asset Management Company, et al., JAMS Arbitration Number 12200449, (ii) the parties execution of a definitive agreement resolving such claims (each, a "Determination"), or (iii) a transfer to the trust provided for in the succeeding paragraph, defendants TCW ASSET MANAGEMENT COMPANY ("TAMCO"), THE TCW GROUP, INC. ("TCW") and TRUST COMPANY OF THE WEST ("Trust Co."), and each of their officers, directors, agents, servants, employees, subsidiaries, and attorneys, and any persons in active concert or participation with them who receive actual notice of this injunction by personal service or otherwise, are preliminarily enjoined from consummating any sale, exchange, transfer or assignment that would result in a change in "control" (as defined in the Limited Liability Company Agreement of TCW-EIG Alternative Investments, LLC (as amended, the "LLC Agreement")) of the Membership Interest (as defined in the LLC Agreement) owned by TAMCO. Except as otherwise provided in this Order, defendants may take all steps necessary to effectuate and close the Carlyle Transaction.

IT IS FURTHER ORDERED that:

In the event there has been no Determination prior to the 10th business day prior to the closing of any sale, exchange, transfer or assignment that would, but for the transfer provided for below, result in a change in "control" (as defined in the LLC Agreement) of the Membership Interest (as defined in the LLC Agreement) owned by TAMCO), or upon such earlier date as the court may order, TAMCO shall transfer its entire Membership Interest to a trust for the sole benefit of TAMCO to hold separate its Membership Interest, with R. Blair Thomas and a Societe Generale designee, as co-trustees (the "Trustees"), acting together, having full rights, powers and discretion to exercise the voting, consent and approval rights included in such Membership Interest until there is a Determination, provided, however, that the Trustees shall take no action that would adversely affect TAMCO's economic rights in respect of its Membership Interest.

20121207

© 1992-2012 VersusLaw Inc.



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