1
EXHIBIT 10.2
FIRST AMENDMENT TO OPERATING AGREEMENT
OF
TWB COMPANY, L.L.C.
THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF TWB COMPANY, L.L.C.
(this "First Amendment"), made and entered into as of April 15, 1997, by and
among Thyssen Inc., a Delaware corporation ("TINC"), Worthington Steel of
Michigan, Inc., a Michigan corporation ("WSMI"); LTV Steel Company, Inc., a New
Jersey corporation ("LTV"), Bethlehem Blank Welding, Inc., a Delaware
corporation ("Bethlehem") and QS Steel Inc., a Michigan corporation ("QS")
WITNESSETH:
WHEREAS, TWB Company, L.L.C., a Michigan limited liability company (the
"Company"), was organized and is existing pursuant to Articles of Organization
filed on April 4, 1997 with the Administrator of the Michigan Department of
Commerce, Corporations and Securities Bureau, Corporation Division, and that
certain Operating Agreement, dated as of April 15, 1997 (the "Original
Operating Agreement"), each between TINC and WSMI (capitalized terms used and
not defined in this First Amendment having the meanings ascribed to such terms
in the Original Operating Agreement); and
WHEREAS, TINC and WSMI (the "Existing Members") are, prior to the
effectiveness of this First Amendment, all of the Members of the Company; and
WHEREAS, effective on the date of this First Amendment, (i) each of
LTV, Bethlehem and QS has been admitted to the Company as an additional Member,
and (ii) each of LTV, Bethlehem and QS has accepted and agreed to be bound by
the Original Operating Agreement, as it may be modified, supplemented and
amended from time to time, pursuant to Subscription Agreements (each, a
"Subscription Agreement") executed by each of LTV, Bethlehem and QS
respectively, and accepted by the Company and approved by the Existing Members
on the date of this First Amendment; and
WHEREAS, the parties now wish to amend the Original Operating Agreement
for the purposes of: (i) revising Schedule A thereto, in order to reflect the
admission of each of LTV, Bethlehem and QS as an additional Member and the
resulting Capital Contributions and Percentage Interests of the Members; and
(ii) revising Section 3.6 thereof to reflect the revaluation of the Company's
property in connection therewith,
NOW, THEREFORE, in consideration of the foregoing and for other
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows, intending to be legally bound hereby:
2
Section 1. Amendment of Schedule A. Schedule A to the Original
Operating Agreement is hereby deleted in its entirety, and Schedule A attached
hereto, made a part hereof and incorporated herein by reference is hereby
inserted in lieu thereof. The Members shall account for the resulting
Percentage Interests of the Members referred to in this First Amendment using a
pro rata method, in accordance with Code Section 706(d).
Section 2. Amendment of Section 3.6. Section 3.6 of the Original
Operating Agreement is hereby amended by inserting the following language
immediately following the existing text of Section 3.6:
Without limiting the generality of the foregoing, the Members
acknowledge and agree that: (a) the Company will revalue its property
in connection with the admission of each of LTV, Bethlehem and QS as
additional Members; (b) the total fair market value of the Company's
property for such purpose is $58,500,000; and (c) the Members' Capital
Accounts shall be adjusted to reflect such revaluation.
Section 3. No Other Amendment. Except as explicitly set forth in
this First Amendment, the terms and provisions of the Original Operating
Agreement, as amended by this First Amendment, shall remain in full force and
effect in accordance with the terms thereof.
Section 4. Governing Law. This First Amendment shall be governed
by and construed in accordance with the laws of the State of Michigan.
Section 5. Heirs and Successors. This First Amendment shall inure
to the benefit of and be binding upon the respective permitted successors and
assigns of the parties hereto.
Section 6. Entire Agreement. This First Amendment and the
Subscription Agreement together constitute the entire and exclusive statement
of the parties' agreement and supersede all prior agreements, understandings,
negotiations and discussions among the parties, whether oral or written.
Section 7. Counterparts. This First Amendment may be executed in
one or more counterparts, each of which shall be deemed to be a duplicate
original, but all counterparts taken together shall constitute one and the same
agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
-2-
3
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused to be executed this First Amendment, effective as of the date first
above written.
THYSSEN INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Printed name: Xxxxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
--------------------------------------
WORTHINGTON STEEL OF MICHIGAN, INC.,
a Michigan corporation
By: /s/ Xxxx X. XxXxxxxxx
------------------------------------------
Printed name: Xxxx X. XxXxxxxxx
--------------------------------
Title: Chairman
--------------------------------------
BETHLEHEM BLANK WELDING, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------------------
Printed name: Xxxxxx X. Xxxxxxxx, Xx.
--------------------------------
Title: Vice President
--------------------------------------
Q S STEEL INC., a Michigan corporation
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------------
Printed name: Xxxx X. Xxxxxxxxxxx
--------------------------------
Title: President
--------------------------------------
LTV STEEL COMPANY, INC., a New Jersey
corporation
By: /s/ Xxxxxx X. Huge
------------------------------------------
Printed name: Xxxxxx X. Huge
--------------------------------
Title: Senior Vice President and CFO
--------------------------------------
-3-