EXHIBIT 3.18
XXXXXX MANUFACTURING HOLDINGS, LLC
LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT of Xxxxxx
Manufacturing Holdings, LLC (the "Company"), is made as of December 24, 2002, by
and among Xxxxxx Publishing Company, the single member of the Company (the
"Member"), and any persons hereafter admitted to the Company pursuant to Section
8 hereof (collectively with the Member, the "Members").
Preliminary Statement
The Member has caused the Company to be formed as a limited
liability company under the Delaware Limited Liability Company Act, 6 Del.
C. Sections 18-101, et seq., as amended from time to time (the "Act") on
December 24, 2002.
Accordingly, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. NAME. The name of the Company is Xxxxxx Manufacturing
Holdings, LLC. The name of the Company may be changed from time to time by the
Member in its sole discretion.
2. PURPOSE. The Company is organized for the purpose of
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. TERM. The Company shall have a perpetual existence
until dissolved in accordance with Section 9 hereof.
4. REGISTERED OFFICE. The Company shall maintain a
registered office in Delaware at: National Corporate Research, Ltd., 000 Xxxxx
XxXxxx Xxxxxxx, Xxxxxx xx Xxxx, Xxxx of Dover, Delaware 19901. Such office may
be changed from time to time by the Member. The business of the Company shall be
in such place or places as the Member shall determine in its sole discretion.
5. REGISTERED AGENT. The Company shall maintain a
registered agent in Delaware at: National Corporate Research, Ltd., 000 Xxxxx
XxXxxx Xxxxxxx, Xxxxxx xx Xxxx, Xxxx of Dover, Delaware 19901. Such agent may be
changed from time to time by the Member.
6. MEMBERS. The name and the business address of the
Members are as follows:
Name Address
---- -------
Xxxxxx Publishing Company 0000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
7. MANAGEMENT. Except to the extent otherwise expressly
provided in this Agreement or required by the Act or other applicable law, the
management, operation and control of the Company shall be vested in single
Manager (the "Manager") within the meaning of Act, who shall have the full power
and authority, on behalf of the Company, to take any action of any kind not
inconsistent with the provisions of this Agreement and to do anything and
everything he deems necessary or appropriate to carry on the business and
purposes of the Company. The Manager is, to the extent of its rights and powers
set forth in this Agreement, an agent of the Company for the purpose of the
Company's business, and the actions of the Manager taken in accordance with such
rights and powers shall bind the Company. The Manager may, in his discretion,
appoint officers to whom he may delegate some or all of the power and authority
of the Manager set forth in this Agreement. The Manager shall be appointed by
the Member and shall serve in such capacity until the earliest to occur of his
death, disability, resignation or removal by the Member. The initial Manager
shall be Xxxxxxx Xxxxxxxxx.
8. ADMISSION OF ADDITIONAL OR SUBSTITUTE MEMBERS. The
Company may admit substitute or additional Members at the Member's discretion.
9. DISSOLUTION. The Company shall be dissolved and its
affairs shall be wound up upon the determination of the Member.
10. CAPITAL CONTRIBUTIONS. The Members shall make capital
contributions to the Company as determined by the Member. The Members' initial
capital contributions are reflected on Schedule A hereto. The capital account of
each Member shall be in an amount equal to such Member's initial capital
contribution, if any, adjusted from time to time for additional contributions,
withdrawals, allocations of profit and loss and other appropriate items in
accordance with this Agreement. No Member shall have any obligation to make
additional capital contributions to the Company. Membership interest herein
shall be uncertificated.
11. WITHDRAWALS. Each Member may make withdrawals from
its capital account upon 45 days' prior written notice to the Member. Upon
receipt of such notice, the Member shall use its commercially reasonable efforts
to cause such amount to be withdrawn from the Company and distributed to such
Member. Any amount so distributed to such Member shall reduce its capital
account as of the date of such withdrawal.
2
12. DISTRIBUTIONS. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Member.
13. LIABILITY OF THE MEMBERS. The Members shall not have
any liability for the obligations or liabilities of the Company except to the
extent expressly provided in the Act.
14. BENEFITS OF AGREEMENT. None of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditor of the
Company or of any Member.
15. INTEGRATION. This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the
parties in connection therewith.
16. HEADINGS. The titles of sections of this Agreement
are for convenience of reference only and shall not define or limit any of the
provisions of this Agreement.
17. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware, without
giving effect to the conflicts of law principles of such State.
18. AMENDMENTS. This Agreement may be amended only by
written instrument executed by the Member.
[Remainder of page intentionally left blank. Signature page follows]
3
IN WITNESS WHEREOF, the undersigned have duly executed this
Limited Liability Company Agreement as of the date first above written.
XXXXXX PUBLISHING COMPANY
By: /s/ Xxxxxxx X. Bench
-------------------------
Name: Xxxxxxx X. Bench
Title: CFO
SCHEDULE A
Initial Capital Contribution
Name Capital Contribution Percentage Interest
---- -------------------- -------------------
Xxxxxx Publishing Company TPC's 99% limited partner 100%
interest in Xxxxxx Publishing
Manufacturing, L.P.
