1
Exhibit 10(d)(ii)
AMENDMENT NO. 1 TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXX XXXXXXX INTERNATIONAL, LLC
This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT ("Amendment No. 1")
is made and entered into effective as of the 1st day of January, 1998, by and
between THE XXXXXX CORPORATION, a corporation organized under the laws of the
State of Delaware ("Xxxxxx"), and XXXX XXXXXXX HOLDING AG, a corporation
incorporated under the laws of Switzerland ("Xxxxxxx").
WHEREAS, Xxxxxx and Xxxxxxx are parties to a Limited Liability Company
Agreement dated as of December 22, 1997 (the "LLC Agreement"), and
WHEREAS, Xxxxxx and Xxxxxxx desire at this time to amend certain
provisions of the LLC Agreement relating to the contribution by each party of
its interest in Xxxxxx Xxxxxxx International S.A., a Belgium corporation
("TSI"),
NOW, THEREFORE, Xxxxxx and Xxxxxxx hereby agree to amend the LLC
Agreement, effective as of the date hereof, as follows:
1. Contribution of Interests in TSI. Section 5.1 of the LLC Agreement is
hereby amended to read:
5.1 Capital Contributions of the Members. The Members shall each
make an initial Capital Contribution of $100. Xxxxxx shall make the
contribution contemplated by Article XIII below, and Xxxxxx and
Xxxxxxx shall contribute to the Company the entire interest held by
each Member in TSI pursuant to a Contribution Agreement dated as of
the date hereof. Persons or entities hereafter admitted as Members
of the Company shall make such contributions of cash, property or
services to the Company as shall be determined by the Members,
acting unanimously, at the time of each such admission.
2
2. Termination of Joint Venture Agreement. Section 14.9 of the LLC
Agreement is hereby amended to read:
14.9. Entire Agreement. The Members agree that this Agreement
contains the entire agreement among the Members with respect to the
transactions contemplated herein, and supersedes all prior oral or
written agreements, commitments or understandings with respect to
the matters for herein and therein; provided, however, that this
Agreement shall not be deemed to cancel and supersede the Joint
Venture and Shareholders Agreement dated June 3, 1992 between Xxxxxx
and Xxxxxxx regarding TSI until Xxxxxx and Xxxxxxx have contributed
the entirety of each of their respective interests to LLC, as
contemplated by Section 5.1 of this Agreement.
3. No Other Amendment. Except as amended, modified or supplemented by this
Amendment No. 1, the LLC Agreement is confirmed and remains in full force and
effect.
This Amendment No. 1 may be executed in one or more counterparts, each of
which shall for all purposes be deemed an original and all of which shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment No.
1, or have caused this Amendment No. 1 to be duly executed on their behalf, as
of the date first set forth above.
THE XXXXXX CORPORATION
By:
-------------------------------------
Name:
Title:
XXXX XXXXXXX HOLDING AG
By:
-------------------------------------
Name:
Title:
-2-
