LIMITED LIABILITY COMPANY AGREEMENT OF UCI-WELLS HOLDINGS, L.L.C. a Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of UCI-Xxxxx Holdings, L.L.C. (the
“Company”) is effective as of December 21, 2005.
1. Formation of Limited Liability Company. United Components, Inc., a Delaware
corporation (the “Member”) hereby forms the Company as a limited liability company pursuant to the
provisions of the Delaware Limited Liability Company Act, 6 Del. C §18-101, et seq., as it may be
amended from time to time, and any successor to such statute (the “Act”). The rights and
obligations of the Member and the administration and termination of the Company shall be governed
by the Agreement and the Act. The Agreement shall be considered the “Limited Liability Company
Agreement” of the Company within the meaning of Section 18-101(7) of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall control.
5. Registered Agent and Principal Office. The registered agent of the Company in the
State of Delaware shall be The Corporation Trust Company whose address is 1209 Orange Street,
Wilmington, New Castle County, Xxxxxxxxxx, Xxxxxxxx 00000. The mailing address of the Company
shall be 00000 Xxxxxxx 00 X, Xxxxxxxxxx, Xxxxxxx 00000. The Company may have such other offices as
the Member may designate from time to time.
6. Term of Company. The Company shall commence on the date a Certificate of Formation
is properly filed with the Secretary of State of the State of Delaware and shall continue in
existence in perpetuity unless its business and affairs are earlier wound up following dissolution
at such time as this Agreement may specify.
1
12. Governing Law. The validity and enforceability of this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware without regard to
otherwise governing principles of conflicts of law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
United Components, Inc., its sole member |
||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President of Tax |
3
SCHEDULE A
Officers
Xxxxx X. Xxxxxx
|
President | |
Xxxxxxx X. Xxxxxxx
|
Vice President, Assistant Secretary and Treasurer | |
Xxxxx Zar
|
Secretary | |
Xxxx Xxxxxx
|
Assistant Treasurer |
4