LIMITED LIABILITY COMPANY AGREEMENT OF SL SOURCING, LLC
EXHIBIT
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The undersigned initial member is executing this Limited Liability Company Agreement (the
“Agreement”) as of February 19, 2003 for the purpose of forming a limited liability company (the
“Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del.
C., Section 18-101 et seq. (as amended from time to time, the “Delaware Act”). The
undersigned hereby agrees as follows:
ARTICLE I
FORMATION
FORMATION
1. Formation. Effective as of filing of the Certificate of Formation pursuant to the
Delaware Act, the undersigned (the “Member”) formed the Company as a Delaware limited liability
company for the purposes set forth in this Agreement. The Company shall be governed by the
Delaware Act, except as expressly provided to the contrary herein.
2. Purposes; Duration. The purposes of the Company are to conduct any and all lawful
business activities permitted under the Delaware Act. The Company shall have a perpetual
existence.
3. Name. The name of the Company shall be SL Sourcing, LLC.
4. Principal Office. The principal office of the Company shall be located at such
place or places inside or outside the State of Delaware as the Members may designate from time to
time. The Company also may maintain offices at such other place or places as may be designated
from time to time by the Members, and the business of the Company may be transacted at such other
offices with the same effect as that conducted at the principal office.
5. Registered Office. The registered office of the Company in the State of Delaware
is located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, County of New Castle.
The registered agent of the Company for service of process at such address is Corporation Service
Company.
6. Filings. The Members and officers of the Company, if any, shall promptly execute
and file all certificates, documents and other instruments conforming with this Agreement that are
necessary or appropriate to comply with applicable laws of the State of Delaware and/or the
jurisdictions in which the Company conducts business.
7. Company Seal. A company seal shall not be requisite to the validity of any
instrument executed by or on behalf of the Company, but may be used.
8. Capital Contribution. In accordance with Section 18-301 of the Delaware Act, the
initial Member of the Company has received an initial interest in the Company of one Unit (which
has been reflected on Schedule 1) without making a contribution or being obligated to make
a contribution to the Company. Each “Unit” represents a limited liability company interest in the
Company, with all outstanding Units representing a 100% ownership interest in the
Company. The initial Member may, but shall not be required to, make contributions to the
capital of the Company and, in such event, the officers shall amend Schedule 1 hereof to
reflect any capital contribution made by the initial Member. Persons or entities hereafter
admitted as Members of the Company shall make such contributions of cash (or promissory
obligations), property or services to the Company as shall be determined by the existing Members at
the time of each such admission.
9. Additional Members. The Members shall have the sole right to admit additional
Members upon such terms and conditions, at such time or times, and for such capital contributions
as the Members holding a majority of outstanding Units, in their sole discretion, shall determine.
In connection with any such admission, the Members shall amend Schedule 1 hereof to reflect
the name, address and number of Units of each additional Member.
ARTICLE II
FISCAL YEAR
FISCAL YEAR
The fiscal year of the Company shall begin on the first day of July and end on the last day of
June of each year.
ARTICLE III
MEMBERS
MEMBERS
1. Members’ Liability. No Member shall be personally liable to the Company or to its
Members except to the extent that such limitation of liability is prohibited by the provisions of
Delaware law.
2. No Obligation to Make Payments. Except as otherwise expressly provided by the
Delaware Act, no Member, in its capacity as such, shall have any liability to make payments to the
Company.
3. Distributions and Allocations.
(a) 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. Unless the Members determine
otherwise, distributions shall be made to the Members pro rata based on the number of Units
held by each Member.
(b) Allocation of Profits or Losses. Except as may be required by the Internal
Revenue Code of 1986, as amended, each item of income, gain, profit, loss, deduction or credit to
the Company shall be allocated among its Members in proportion to the number of Units held by each
Member.
4. Assignments. No Member may sell, assign, pledge or otherwise transfer or encumber
any of its Units or any beneficial interest therein to any other person without the prior written
consent of Members holding a majority of outstanding Units. Any purported transfer in violation of
this Section 4 shall be null and void and shall not be recognized by the Company.
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5. Return of Capital. No Member shall have any liability for the return of any
Member’s capital contribution, which capital contribution shall be payable solely from the assets
of the Company at the absolute discretion of the Members, subject to the requirements of the
Delaware Act.
6. Dissolution. Subject to the provisions of Section 7 of this Agreement, the Company
shall be dissolved and its affairs wound up and terminated upon the first to occur of the following
(each, an “Event of Withdrawal”):
(a) the determination of all of the Members to dissolve the Company or;
(b) the occurrence of the death, retirement, resignation, expulsion, bankruptcy or dissolution
of a Member or the occurrence of any other event that terminates the continued membership of a
Member in the Company or any other event causing dissolution of the Company under Section 18-801 of
the Delaware Act.
7. Continuation of the Company. Notwithstanding the provisions hereof, the occurrence
of an Event of Withdrawal shall not dissolve the Company if, within ninety (90) days after the
occurrence of such Event of Withdrawal, the business of the Company is continued by the agreement
of all remaining Members.
ARTICLE IV
MANAGEMENT
MANAGEMENT
1. Powers. The business and affairs of the Company shall be managed by its Members.
The Members of the Company may hold meetings, both regular and special, at such places as shall
from time to time be determined by the Members.
2. Regular Meetings. Regular meetings of the Members may be held without notice at
such time and at such place as shall from time to time be determined by the Members. At any
meeting, Members may elect officers and transact such other business as may properly be brought
before the meeting.
3. Special Meetings. Special meetings of the Members may be called by Members holding
at least 10% of the outstanding Units, or by the President or the Secretary (if there is one) on
one (1) day’s advance notice to each Member, either personally, by mail, by telegram, or by
telephone.
4. Quorum, Voting. Unless a greater vote is required by the Delaware Act or the
Certificate of Formation of the Company, the affirmative vote of Members holding a majority of the
outstanding Units shall be required to approve any proposed action. If a quorum shall not be
present at any meeting of the Members, the Members then present may adjourn the meeting to another
time or place, without notice other than announcement at the meeting, until a quorum shall be
present.
5. Action Without Meeting. Unless otherwise restricted by the Certificate of
Formation or this Agreement, any action required or permitted to be taken at an annual or special
meeting of the Members may be taken without a meeting, without prior notice, and without a
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vote, provided that written consents, setting forth all proposed actions to be taken at such
meeting, are signed by the Members holding at least the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all outstanding Units entitled to
vote on such action were present and voted. Every written consent shall bear the date and
signature of each Member who signs such consent. Prompt notice of the taking of action without a
meeting by less than unanimous written consent shall be given to all Members who have not consented
in writing to such action.
6. Compensation. The Members may be paid their expenses, if any, of attendance at
each meeting of the Members. No such payment shall preclude any Member from serving the Company in
any other capacity and receiving compensation therefor. The amount or rate of such compensation of
Members shall be established by the Members and shall be set forth in the minutes of the meeting.
7. Waiver of Notice. Attendance of a Member at a meeting shall constitute waiver of
notice of such meeting, except when the person attends the meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or
convened. Any Member may waive notice of any annual, regular, or special meeting of Members by
executing a written waiver of notice either before or after the time of the meeting.
ARTICLE V
OFFICERS
OFFICERS
1. Election of Officers. At any regular or special meeting, the Members may elect
persons to serve as officers of the Company, to serve at the pleasure of the Members, and shall
delegate to the officers such responsibilities and authority as the Members may determine. The
officers of the Company may consist of anyone or more of the following: a President, a Secretary,
a Treasurer and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless the Certificate of
Formation or this Agreement otherwise provide. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Members at any time.
Unless otherwise specified by the Members, the duties and powers of the officers shall be as
follows:
President
The President shall be the principal executive officer of the Company and shall be responsible
for the administration and operation of the business and affairs of the Company. He or she shall
preside at all meetings of the Members. He or she may sign with the Secretary, or any other proper
officer of the Company thereunto authorized by the Members, certificates evidencing Units of the
Company and any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the
signing and execution thereof shall be expressly delegated by the Members or by this Agreement to
some other officer or agent of the Company, or which shall be required by law to be otherwise
signed or executed, and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the Members from time to time.
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Vice-Presidents
The Vice-President, if there shall be one, or if there shall be more than one, the Vice
Presidents in the order determined by the Members (or if there be no such determination, then in
the order of their election), shall, in the absence, disability or refusal to act of the President,
perform the duties of the President, and when so acting, shall have all the power of and be subject
to all the restrictions upon the President.
Secretary
The Secretary shall: (a) keep the minutes of the meetings of the Members in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance with the
provisions of this Agreement or as required by law; (c) be custodian of the corporate records and
of the seal of the Company and see that the seal of the Company is affixed to all documents, the
execution of which on behalf of the Company under its seal is duly authorized in accordance with
this Agreement; (d) keep a register of the post-office address of each Member, which shall be
furnished to the Secretary by such Member; (e) sign with the President, or a Vice-President,
certificates for Units of the Company, the issue of which shall have been authorized by resolution
of the Members; and (f) in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the President or by the Members.
Treasurer
If required by the Members, the Treasurer shall give a bond for the faithful discharge of the
Treasurer’s duties in such sum and with such surety or sureties as the Members shall determine.
The Treasurer shall: (a) have the charge and custody of and be responsible for all funds and
securities of the Company; (b) receive and give receipts for moneys due and payable to the Company
from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the
Company in such bank, savings and loan association, trust company or other depositories as shall be
selected in accordance with the provisions of this Agreement; and (c) in general perform all the
duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him by the President or the Members.
Assistant Secretaries and Assistant Treasurers
The Assistant Treasurers shall respectively, if required by the Members, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the Members shall
determine. The Assistant Secretaries as thereunto authorized by the Members may sign with the
President or a Vice President Units for shares of the Company, the issue of which shall have been
authorized by a resolution of the Members. The Assistant Treasurers and Assistant Secretaries, in
general, shall perform such duties as shall be assigned to them from time to time by the Treasurer
or the Secretary, respectively, or by the President or the Members.
2. Salaries. The salaries of the officers, if any, may be fixed from time to time by
the Members, and no officer shall be prevented from receiving such salary by reason of the fact
that he or she also is a Member.
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3. Removal. Any officer elected or appointed by the Members may be removed, with or
without cause, by the Members whenever in their judgment the best interests of the Company would be
served thereby. Election of an officer shall not of itself create any rights to continued
employment.
ARTICLE VI
INDEMNIFICATION
INDEMNIFICATION
1. Indemnification of Members, Officers, Employees and Agents.
(a) Each person who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil criminal, administrative or
investigative (hereinafter a “proceeding”) by reason of the fact that he or she is or was a Member
or officer of the Company, or is or was serving at the request of the Company as a manager,
officer, employee or agent of another limited liability company or of a corporation; partnership,
joint venture, trust or other enterprise (hereinafter an “indemnitee”), shall be indemnified and
held harmless by the Company to the fullest extent authorized by the Delaware Act (including
indemnification for negligence, gross negligence and breach of fiduciary duty to the extent so
authorized), as the Delaware Act exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Company to provide broader
indemnification rights than such law permitted the Company to provide prior to such amendment),
against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes,
or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith.
(b) The right to indemnification conferred in clause (a) of this Section 1 shall include the
right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any
proceeding in advance of its final disposition. The rights of indemnification in clauses (a) and
(b) of this Section 1 shall be contract rights and such rights shall continue as to an indemnitee
who has ceased to be Member, officer, employee or agent and shall inure to the benefit of the
indemnitee’s heirs, executors and administrators.
(c) The rights to indemnification and to the advancement of expenses conferred in this Section
1 shall not be exclusive of any other right that any person may have or hereafter acquire under any
statute, agreement, vote of the Members or otherwise.
(d) The Company may maintain insurance, at its expense, to protect itself and any Member,
officer, employee or agent of the Company or another limited liability company, corporation,
partnership, joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against such expense,
liability or loss under the Delaware Act.
(e) The Company may, to the extent authorized from time to time by the Members, grant rights
to indemnification and to advancement of expenses to any employee or agent of the Company to the
fullest extent of the provisions of this Section 1 with respect to the indemnification and
advancement of expenses of Members and officers of the Company.
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2. Limits on Indemnification. The Company may refuse indemnification to any person
who unreasonably refuses to permit the Company, at its own expense and through counsel of its own
choosing, to defend him or her in the action.
ARTICLE VII
REPEAL, ALTERATION OR AMENDMENT
REPEAL, ALTERATION OR AMENDMENT
The Certificate of Formation and this Agreement may be repealed, altered, or amended only by
the affirmative vote of Members holding at least 66% of the outstanding Units.
ARTICLE VIII
COMPANY ASSETS AND PROPERTY
COMPANY ASSETS AND PROPERTY
1. Title to Company Property. All property of the Company, whether real or personal,
tangible or intangible, shall be owned by the Company as an entity, and no Member shall have any
direct ownership interest in such property. The title to all such property shall be held in the
name of the Company and all securities shall be registered in the name of the Company.
2. Company Expenses. The Company shall be responsible for, and shall pay, all
expenses or obligations of the Company incurred in connection with this Agreement or the Company’s
affairs.
3. Liability of the Company. Except as otherwise provided in the Delaware Act, the
debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company and no Member shall be
obligated personally for any such debt, obligation or liability of the Company solely by reason of
being a Member.
IN WITNESS WHEREOF, the sole Member of the Company has executed this Agreement as of the day
and year first written above.
XXXX XXX CORPORATION |
||||
| By: | /s/ R. Xxxxx Xxxxxxx | |||
| R. Xxxxx Xxxxxxx, | ||||
| Vice President, Deputy General Counsel and Assistant Secretary | ||||
BEING THE SOLE MEMBER OF THE
COMPANY
COMPANY
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SCHEDULE 1
Initial Member of SL Sourcing, LLC:
| Percentage of | ||||||||
| Units | Outstanding Units | |||||||
Xxxx Xxx Corporation |
||||||||
Three First National Plaza
|
1 | 100 | % | |||||
Xxxxxxx, Xxxxxxxx 00000 |
||||||||
Transfer of ownership in HBI Sourcing, LLC (f/k/a SL Sourcing, LLC) — ownership as of 08/31/2006:
| Percentage of | ||||||||
| Units | Outstanding Units | |||||||
Hanesbrands Inc. |
||||||||
0000 X. Xxxxx Xxxx Xxxx
|
1 | 100 | % | |||||
Xxxxxxx-Xxxxx, XX 00000 |
||||||||
