LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CPM SA LLC
EXHIBIT 3.9
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CPM SA LLC, a Delaware
limited liability company (the “Company”), is entered into as of the 10th day of
July 2008, by and between CPM Acquisition Corp., a Delaware corporation and Crown Acquisition
Corp., a Delaware corporation (the “Members”).
1. Formation. The Company has been formed as a Delaware limited liability company
pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et. seq.) (the “LLC
Act”).
2. Registered Office and Principal Place of Business. The registered office of the
Company in the State of Delaware shall be c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000 or such other locations as the Managing
Members may designate from time to time and its registered agent for service of process on the
Company at such address is Corporation Service Company or such other agent as may be designated
from time to time by the Managing Members. The principal place of business of the Company shall be
located at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 or at such other places as the Managing Members
may determine.
3. Business. The business of the Company, by itself or through one or more
affiliates, is to engage in any lawful act or activity for which limited liability companies may be
formed under the LLC Act and all activities necessary or incidental to the foregoing.
4. Management.
(a) The Company shall have two Managing Members (the “Managing Members”), who shall
initially be Crown Acquisition Corp. and CPM Acquisition Corp.
(b) The Managing Members shall have full and exclusive management and control of the business
of the Company. The Managing Members shall devote such time to the business of the Company as they
deem necessary. In addition to other rights and powers, the Managing Members are expressly
authorized to: (i) employ, engage or contract with entities, including affiliates, in the operation
and management of the Company; (ii) borrow money for Company purposes; (iii) purchase, sell,
pledge, hypothecate and mortgage Company property; and (iv) take any other actions which the
Managing Members deem appropriate. The Managing Members shall not be entitled to any fees or other
compensation for the performance of their duties as such; provided, however, the Company shall
reimburse the Managing Members for all direct costs incurred by each Managing Member, their
affiliates, employees or agents on behalf of the Company or otherwise in connection with
performance of the duties of the Managing Members.
(c) The Managing Members hereby appoint the individuals named on Schedule I attached
hereto as “Authorized Signatories” of the Company. Each Authorized
Signatory, acting alone, shall have the authority to execute and deliver on behalf of the
Company any and all documents or instruments such Authorized Signatory may determine to be
necessary or advisable in the conduct of the business of the Company. The Managing Members may
from time to time designate additional persons as Authorized Signatories or remove or replace any
persons previously designated as Authorized Signatories from such office. In addition, the
Managing Members may appoint one or more Authorized Signatories for any limited purpose as the
Managing Members may designate. The appointment of any additional Authorized Signatories, the
removal or replacement of any Authorized Signatories and any limitations on the authority of any
Authorized Signatories shall be carried out by a written instrument executed by the Managing
Members.
(d) The Managing Members, the Authorized Signatories, and their respective affiliates, agents
and employees shall not be liable, responsible or accountable in damages or otherwise to the
Company or any member subsequently admitted or their successors or assigns for any acts performed
or omitted within the scope of their authority as a managing member or an Authorized Signatory (as
the case may be), or otherwise conferred on the Managing Members, the Authorized Signatories and
their respective affiliates, agents and employees by this Agreement.
(e) The Company shall indemnify, defend, and hold each Member, each Authorized Signatory, and
their respective affiliates, employees and agents, or their respective successors, executors,
administrators or personal representatives harmless from and against any loss, liability, damage,
cost, or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any
act or omission concerning the business or activities of the Company.
(f) Notwithstanding anything to the contrary in this Agreement, any person dealing with the
Company shall be entitled to assume that the Managing Members have full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into
any contracts on behalf of the Company. In no event shall any person dealing with the Managing
Members or their representatives be obligated to ascertain that the terms of this Agreement have
been complied with or to inquire into the necessity or expedience of any act or action of the
Managing Members or their representatives. Each and every agreement, certificate, document or
other instrument executed on behalf of the Company by the Managing Members or their representatives
shall be conclusive evidence in favor of any and every person relying thereon or claiming
thereunder that (i) at the time of the execution and delivery of such agreement, certificate,
document or instrument, this Agreement was in full force and effect, (ii) the person executing and
delivering such agreement, certificate, document or instrument was duly authorized and empowered to
do so for and on behalf of the Company and (iii) such agreement, certificate, document or
instrument was duly executed and delivered in accordance with the terms and provisions of this
Agreement and is binding upon the Company.
5. Capital Contributions. The Members shall make such capital contributions to the
Company at such times, and in such amounts, as the Managing Members shall determine in their sole
discretion.
6. Allocations, Distributions, Profits and Losses. All items of income, profit and
loss of the Company shall be allocated to the Members in proportion to the respective percentage
interests of the Members set forth on Schedule II attached hereto, and all cash and other
distributable assets of the Company shall be distributed to the Members. Distributions shall be
made at such time, to such extent and in such manner as the Managing Members shall determine
in their sole discretion.
7. Term. The Company shall continue in full force and effect until terminated by
operation of the LLC Act or upon the written consent of the Managing Members.
8. Additional Members; Resignation of Members. The Company may, upon the written
consent of the Managing Members, issue additional membership interests to other persons and admit
them to the Company as members within the meaning of the LLC Act and/or permit the resignation of
members.
9. Liability. The Members shall not be personally liable for any of the debts of the
Company or any of the losses thereof beyond the amount contributed or contracted to be contributed
by the Members to the capital of the Company and is limited to the fullest extent permitted by the
LLC Act and the Members shall not have any liability for the Company except as expressly required
by the LLC Act. All persons dealing with the Company shall look solely to the company assets for
satisfaction of claims of any nature. Any obligations or liability whatsoever of the Company which
may arise at any time under this Agreement or any obligation or liability which may be incurred by
it pursuant to any other instrument, transaction or undertaking contemplated hereby shall be
satisfied, if at all, out of the Company assets only. No such obligation or liability shall be
personally binding upon, nor shall resort for the enforcement thereof be had to, the property of
the Members, regardless of whether such obligation or liability is in the nature of contract, tort
or otherwise.
10 Amendment. This Agreement may be amended and/or restated at any time upon the
written consent of the Members.
11. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to principles of conflict of laws.
[Signatures on following pages.]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the day
and year first above written.
| CPM ACQUISITION CORP. |
||||
| By: | /s/ Xxxxxxx Ostrich | |||
| Name: | Xxxxxxx Ostrich | |||
| Title: | Chief Financial Officer | |||
| CROWN ACQUISITION CORP. |
||||
| By: | /s/ Xxxxxxx Ostrich | |||
| Name: | Xxxxxxx Ostrich | |||
| Title: | Chief Financial Officer | |||
SCHEDULE I
AUTHORIZED SIGNATORIES
Xxx X. Xxxxxxx
Xxxxxxx Ostrich
Xxxxxxx Ostrich
SCHEDULE II
PERCENTAGE INTERESTS OF MEMBERS
| Member | Percentage Interests | |||
CPM Acquisition Corp. |
50 | % | ||
Crown Acquisition Corp. |
50 | % | ||
Total |
100 | % | ||
