EXECUTION COPY
LIMITED LIABILITY COMPANY AGREEMENT
of
Bliss & Xxxxxxxx, LLC
THE UNDERSIGNED is executing this Limited Liability Company
Agreement (the "Agreement") for the purpose of forming, and does hereby form, a
limited liability company (the "Company") pursuant to the provisions of the
Delaware Limited Liability Company Act, 6 Del. C. Section Section 18-101 et seq.
(the "Act"), and does hereby certify as follows:
1. Name. The name of the Company shall be Bliss & Xxxxxxxx,
LLC, or such other name as the Members may from time to time hereafter
designate.
2. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings set forth therefor in Section 18-101 of the Act.
3. Purpose. The Company is formed for the purpose of engaging
in any lawful business permitted by the Act or the laws of any jurisdiction in
which the Company may do business. The Company shall have the power to engage in
all activities and transactions which the Members deem necessary or advisable in
connection with the foregoing.
4. Offices.
(a) The principal place of business and office of the
Company shall be located at, and the Company's business shall be conducted from,
such place or places as the Members may designate from time to time.
(b) The registered office of the Company in the State
of Delaware shall be located at Corporation Trust Center, 1209 Orange Street,
County of Xxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000. The name and address of the registered agent of the Company for
service of process on the Company in the State of Delaware shall be The
Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx,
Xxxxxxxx 00000. The Members may from time to time change the registered agent or
office by an amendment to the certificate of formation of the Company.
5. Members. The name and business or residence address of each
Member of the Company are as set forth on Schedule A attached hereto. The
business and affairs of the Company shall be managed by the Members. The Members
shall have the power to do any and all acts necessary or convenient to or for
the furtherance of the purposes described herein, including all powers,
statutory or otherwise, possessed by members under the laws of the State of
Delaware. Each Member is hereby designated as an authorized person, within the
meaning of the Act, to execute, deliver and file the certificate of formation of
the Company (and any amendments and/or restatements thereof) and any other
certificates (and any amendments and/or restatements thereof) necessary for the
Company to qualify to do business in a jurisdiction in which the Company may
wish to conduct business. The execution by one Member of any of the foregoing
certificates (and any amendments and/or restatements thereof) shall be
sufficient.
6. Term. The term of the Company shall commence on the date of
filing of the certificate of formation of the Company in accordance with the Act
and shall continue until the Company is dissolved and its affairs are wound up
in accordance with Section 13 of this Agreement and a certificate of
cancellation is filed in accordance with the Act.
7. Management of the Company. Any action to be taken by the
Company shall require the affirmative vote of Members holding a majority of the
Limited Liability Company Interests of the Company (except as otherwise
expressly provided herein). Any action
so approved may be taken by any Member or other Authorized Person on behalf of
the Company and any action so taken shall bind the Company.
8. Capital Contributions. Members shall make capital
contributions to the Company in such amounts and at such times as they shall
mutually agree pro rata in accordance with profit sharing interests as set forth
in Schedule A hereof ("Profit Sharing Interests"), which amounts shall be set
forth in the books and records of the Company.
9. Assignments of Member Interest. A Member may not sell,
assign, pledge or otherwise transfer or encumber any of its Limited Liability
Company Interest in the Company to any person without the written consent of the
other Members, which consent may be granted or withheld in each of their sole
and absolute discretion.
10. Resignation. No Member shall have the right to resign from
the Company except with the consent of all of the Members and upon such terms
and conditions as may be specifically agreed upon between the resigning Member
and the remaining Members. The provisions hereof with respect to distributions
upon resignation are exclusive and no Member shall be entitled to claim any
further or different distribution upon resignation under Section 18-604 of the
Act or otherwise.
11. Allocations and Distributions. Distributions of cash or
other assets of the Company shall be made at such times and in such amounts as
the Members may determine. Distributions shall be made to (and profits and
losses of the Company shall be allocated among) Members pro rata in accordance
with each of their Profit Sharing Interests, or in such other manner and in such
amounts as all of the Members shall agree from time to time and which shall be
reflected in the books and records of the Company.
12. Return of Capital. No Member has the right to receive any
distributions which include a return of all or any part of such Member's capital
contribution, provided that upon the dissolution and winding up of the Company,
the assets of the Company shall be distributed as provided in Section 18-804 of
the Act.
13. Dissolution. The Company shall be dissolved and its
affairs wound up upon the occurrence of an event causing a dissolution of the
Company under Section 18-801 of the Act, except that the Company shall not be
dissolved upon the occurrence of an event that terminates the continued
membership of a Member if (i) at the time of the occurrence of such event there
are at least two Members of the Company, or (ii) within ninety (90) days after
the occurrence of such event, all remaining Members agree in writing to continue
the business of the Company and to the appointment, effective as of the date of
such event, of one or more additional Members.
14. Certificated Profit Sharing Interests. The Company shall,
upon the request of a Member, issue a certificate to such Member, executed by an
officer of the Company authorized by the Members hereto, representing such
Member's Profit Sharing Interest. Any such certificate representing a Member's
Profit Sharing Interest shall be deemed a "Security" as defined in Section
8-102(a)(15) of the Uniform Commercial Code as in effect in the State of
Delaware from time to time.
15. Amendments. This Agreement may be amended only upon the
written consent of all of the Members.
16. Miscellaneous. The Members shall not have any liability
for the debts, obligations or liabilities of the Company except to the extent
provided by the Act. This
Agreement shall be governed by, and construed under, the laws of the State of
Delaware, without regard to its conflict of law rules.
17. Officers. The Company, and each Member on behalf of the
Company, acting singly or jointly, may employ and retain persons as may be
necessary or appropriate for the conduct of the Company's business (subject to
the supervision and control of the Members), including employees and agents who
may be designated as officers with titles, including, but not limited to,
"chairman," "chief executive officer," "president," "vice president,"
"treasurer," "secretary," "managing director," "chief financial officer,"
"assistant treasurer" and "assistant secretary" as and to the extent authorized
by the Members.
IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of August 13, 1999.
Republic Technologies International, Inc., as sole
member
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President of Finance,
Treasurer and Secretary
SCHEDULE A
Name and Address of Members Profit Sharing Interests
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Republic Technologies International, Inc. 100%
0000 Xxxxxxx Xxxxxxx
Xxxxx, Xxxx 00000-0000
