AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JASPER-COSTA RICA, L.L.C.
Exhibit 3.33
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of JASPER-COSTA RICA, L.L.C.
(“Agreement”) is made as of the 1st day of January, 1997, by and between the undersigned.
EXPLANATORY STATEMENT
X. Xxxxxx-Xxxxx Rica, L.L.C. (the “Company”) is a Delaware limited liability company formed
pursuant to the Certificate of Formation filed with the Delaware Secretary of State on January 11,
1995 and governed by the Limited Liability Company Agreement dated January 11, 1995 (the
“Agreement”).
B. The parties hereto desire to amend and restate the Agreement in its entirety in the manner
hereinafter set forth to reflect (a) the sale by Bainbridge Corporation (“Bainbridge”) of its 1%
membership interest in the Company to Jasper Textiles, Inc. (“Jasper”) and Bainbridge’s withdrawal
from the Company, (b) that Jasper is the sole Member of the Company, and (c) that the Company is
therefore considered a sole proprietorship of Jasper for tax purposes.
NOW, THEREFORE, in consideration of the foregoing Explanatory Statement, which is incorporated
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Agreement is
hereby amended and restated in its entirety as follows:
1. Continuation and Name. The limited liability company (the “Company”) known as
“Jasper-Costa Rica, L.L.C.,” is hereby continued pursuant to the provisions of the Delaware Limited
Liability Company Act and this Agreement.
2. Principal Office and Mailing Address; Registered Agent. The principal office and
mailing address of the Company shall be c/o RL&F Service Corp., One Xxxxxx Square, 10th Floor,
Tenth & King Streets, Wilmington, New Castle County, Delaware 19899 or such other location chosen
by the sole Member. The name and address of the registered agent of the Corporation in the State
of Delaware is RL&F Service Corp., One Xxxxxx Square, 10th Xxxxx, Xxxxx & Xxxx Xxxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
3. Purposes. The purposes for which the Company is formed are to hold, mortgage, sell
and otherwise deal with an ownership interest in Industrias de Confection Poliandy, S.A.
(“Poliandy”); to make loans to Poliandy; to make other investments in and outside the United
States; and to do all things necessary, convenient or incidental to the foregoing.
4. Term. The Company shall have a term beginning as of January 11, 1995 and shall
continue in full force and effect until December 3l, 2054, unless sooner terminated pursuant to the
further terms of this Agreement.
5. Treatment as Sole Proprietorship. The Company shall be treated as a sole
proprietorship of the sole Member for federal and state income tax purposes, but as a separate
company for all other purposes.
6. Member and Percentage of Interest. The name and address of the sole Member of the
Company is as set forth on Schedule A attached hereto and made a part hereof. The sole Member
shall have a percentage interest (“Percentage of Interest”) in the Company as set forth opposite
its name on Schedule A attached hereto.
7. Capital. The sole Member may make additional contributions and/or loans to the
Company at such time or times, and upon such conditions, as the sole Member in its discretion may
determine.
8. Capital Account. An individual capital account shall be maintained for the sole
Member.
9. Profits, Losses and Distributions. For each fiscal year of the Company, income and
loss of the Company shall be allocated to the sole Member. For each fiscal year of the Company,
cash and other property available for distribution (prior to liquidation) shall be distributed to
the sole Member. When the Company is liquidated or dissolved, the assets of the Company shall be
distributed to the sole Member. Distributions from the Company to the sole Member shall be at the
times and in the amounts determined by the sole Member.
10. Management. The management of the Company shall be vested in the sole Member.
Any contract, xxxx of sale, lease, mortgage, note, deed of trust, bond, financing statement,
option, or other document related to the Company may be signed by the sole Member.
11. Transfers by Member. The sole Member may transfer, sell, assign, alienate,
encumber, mortgage, pledge or otherwise dispose of all or any portion of its interest in the
Company.
12. Dissolution. Subject to any restrictions in agreements to which the Company is a
party, the Company may be dissolved and terminated upon the election by the sole Member. Upon the
dissolution of the Company, the affairs of the Company shall be promptly liquidated by discharging
all debts and liabilities of the Company, establishing reserves, and by distributing all remaining
assets to the sole Member.
13. Indemnification. The sole Member shall he indemnified by the Company to the
fullest extent provided by law.
14. Amendment. This Agreement may be amended by the sole Member.
15. Benefit. This Agreement shall inure to the benefit of the sole Member only, and
no third parties (including creditors of the Company) are entitled to enforce the provisions
hereof.
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IN WITNESS WHEREOF, the parties have executed and delivered this Amended and Restated Limited
Liability Company Agreement of Jasper-Costa Rica, L.L.C. as of the of the day and year first above
written.
| WITNESS: | MEMBER: | |||||||
| JASPER TEXTILES, INC. | ||||||||
/s/ Witness
|
By: | /s/ Xxxx X. Xxxxxxx
|
(SEAL) | |||||
| WITHDRAWING MEMBER: | ||||||||
| BAINBRIDGE CORPORATION | ||||||||
/s/ Xxxxx X. Xxxxx
|
By: | /s/ Xxxxxxx X. Xxxxxx, Xx.
|
(SEAL) | |||||
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SCHEDULE A
Initial Members of Jasper-Costa Rica, L.L.C.
| Capital | Percentage of | |||||||
| Contribution | Outstanding Units | |||||||
Jasper Textiles, Inc. |
$ | 570,240 | 99 | % | ||||
P. O. Xxx 0000 Xxxxxx, XX 00000 |
||||||||
Bainbridge Corporation |
$ | 5,760 | 1 | % | ||||
P. O. Xxx 0000 Xxxxxx, XX 00000 |
||||||||
Transfer of ownership in Jasper-Costa Rica, L.L.C. — ownership as of 01/01/1997:
| Capital | Percentage of | |||||||
| Contribution | Outstanding Units | |||||||
Jasper Textiles, Inc. |
$ | 576,000 | 100 | % | ||||
P. O. Xxx 0000 Xxxxxx, XX 00000 |
||||||||
Transfer of ownership in Jasper-Costa Rica, L.L.C. — ownership as of 12/17/1999:
| Percentage of | ||||||||
| Units* | Outstanding Units | |||||||
Industria Textilera del Este S.A., |
1 | 100 | % | |||||
a Costa Rican corporation P. O. Xxx 0000-0000 Xxx Xxxx, Xxxxx Xxxx |
||||||||
| * | Pursuant to Purchase Agreement dated 12/17/1999, the ownership became one membership interest in the Jasper-Costa Rica, L.L.C. |
