EXHIBIT 10.7
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
RA AEROSPACE HOLDING LLC
This Amendment No. 1 (this "AMENDMENT") to the Amended and Restated Limited
Liability Company Agreement of RA Aerospace Holding LLC, a Delaware limited
liability company (the "COMPANY"), is entered into as of October 9, 2001 by and
among The Veritas Capital Fund, L.P., a Delaware limited partnership
("VERITAS"), and those employees of Raytheon Aerospace, LLC, a Delaware limited
liability company ("RAYTHEON AEROSPACE"), listed on the signature page hereof
(the "RA EMPLOYEES" and, collectively, together with the other parties who are
or who become members pursuant to the provisions of the LLC Agreement (as
hereinafter defined), referred to as the "MEMBERS" or individually as a
"MEMBER").
WHEREAS, the Company was formed pursuant to that certain Limited Liability
Company Agreement dated as of April 5, 2001 entered into by Veritas, as amended
by that certain Amended and Restated Limited Liability Company Agreement dated
as of June 27, 2001 among Veritas and the Additional Members named therein
(collectively, the "LLC AGREEMENT");
WHEREAS, Veritas desires to admit the RA Employees to the Company as
Members and to make certain other amendments to the LLC Agreement;
NOW, THEREFORE, in consideration of the mutual agreements made herein, the
parties hereto do hereby agree as follows:
1. Unless otherwise defined herein, capitalized terms shall have the
meanings ascribed to them in the LLC Agreement.
2. Effective as of the date hereof, the RA Employees are hereby admitted
to the Company as Members.
3. SCHEDULE I to the LLC Agreement is hereby amended in the form
annexed hereto to reflect the names, addresses and capital contributions of the
Members after the admission of the RA Employees.
4. A new Section 10.4 is hereby added to the LLC Agreement to read as
follows:
"10.4 PURCHASE RIGHT.
(a) Veritas (and/or its designees) is hereby granted the right
to purchase the entire Membership Interest (or at the discretion of
Veritas any portion of the Membership Interest) held by any Member who
is an RA Employee or who is a transferee of an RA Employee in the
event the employment of such Member (or the transferor of such Member)
by Raytheon Aerospace on a full time basis terminates for any reason.
Veritas may exercise this right at any time within the 60-day period
immediately following the date such Member (or transferor of such
Member) ceases to be a full-time employee of Raytheon Aerospace.
(b) The purchase price at which Veritas may exercise its
purchase right shall be (i) the amount paid by a Member for his
Membership Interest (the "INVESTED CAPITAL") in the event such
Member's employment with Raytheon Aerospace is terminated for cause or
such Member voluntarily terminates his employment with Raytheon
Aerospace, or (ii) the higher of the Invested Capital of such Member
and the Fair Market Value of such Member's Membership Interest in the
event such Member's employment is terminated by Raytheon Aerospace
without cause.
(c) For purposes of this Agreement, the "FAIR MARKET VALUE" of
the Membership Interest shall be determined by the Board of
Representatives of RAAH I, LLC, the parent of Raytheon Aerospace,
based on the most recent financial statements of Raytheon Aerospace
available on the date such Member ceases to be a full time employee of
Raytheon Aerospace.
(d) For purposes of this Agreement, "TERMINATION FOR CAUSE"
means termination of such Member's employment by Raytheon Aerospace by
reason of (i) such Member's willful dishonesty towards, fraud upon, or
deliberate injury or attempted injury to, or breach of fiduciary duty
to Raytheon Aerospace; or (ii) conduct by such Member that would
result in serious prejudice to the interests of Raytheon Aerospace if
such Member were to continue to be employed, including, without
limitation, the conviction of a felony or such Member's commission of
acts involving moral turpitude; or (iii) such Member's failure to
follow reasonable instructions or directions of the Board of
Representatives of RAAH I, LLC, or any policy, rule or procedure of
Raytheon Aerospace in force from time to time.
(e) The purchase right shall be exercisable by written notice
delivered to the Member prior to the expiration of the 60-day purchase
period referred to in Section 10.4(a). The notice shall indicate the
portion of the Membership Interest to be purchased, the purchase price
and the date on which the purchase is to be effected, such date to be
not more than 30 days after the date of notice."
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5. All other terms of the LLC Agreement shall remain in full force and
effect and by their execution of this Amendment, the RA Employees make the
representations and warranties set forth in Section 9.1 of the LLC Agreement and
agree to be bound by all of the terms and conditions of the LLC Agreement
applicable to the Members.
6. This Amendment may be executed in several counterparts, and all
counterparts so executed shall constitute one agreement, binding on all of the
parties hereto, notwithstanding that all of the parties are not signatory to the
original or the same counterpart.
7. This Amendment shall be binding upon the inure to the benefit of all
of the Members and their permitted successors, legal representatives and
assigns.
8. All issues and questions concerning the application, construction,
validity, interpretation and enforcement of this Amendment shall be governed by
and construed in accordance with the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
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IN WITNESS WHEREOF, each of Veritas and the RA Employees has executed this
Amendment as of the date first above written.
THE VERITAS CAPITAL FUND, L.P.
By: /s/ Xxxxxx X. XxXxxx
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Authorized Signature
RA EMPLOYEES:
/s/ Xxxxxx Xxxx Xxxxxxx /s/ Xxxxx Xxxxxx XxxXxxxx
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Xxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx XxxXxxxx
/s/ Xxxx Xxxxx Xxxxxxxx /s/ Xxxx Xxxxxx Xxxxxx
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Xxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx Xxxxxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxxx
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Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx
/s/ Xxxx Xxxx Xxxxxx /s/ Xxxxxx Xxxx Xxxxxxx
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Xxxx Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx
/s/ Xxxx Xxxxxx Xxxxx, III /s/ Xxxxxxx Xxxxxxxxx
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Xxxx Xxxxxx Xxxxx, III Xxxxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxx Xxxxxxxxx
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Xxxxxx Xxxx Xxxxxxxxx
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