EXHIBIT 99.5
FIRST AMENDMENT TO
U.S. CASTINGS, LLC
LIMITED LIABILITY COMPANY AGREEMENT
This First Amendment to Limited Liability Company Agreement ("First
Amendment") of U.S. Castings, LLC, a Delaware limited liability company (the
"Company"), is entered into the 14/th/ day of June, 2001, by Advanced Aluminum,
LLC, a Delaware limited liability company (the "Class B Member"). All initially
capitalized terms used herein and not otherwise defined herein shall have the
meanings given them in the Agreement (as defined below).
Background
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WHEREAS, the Company has been formed as a limited liability company
pursuant to the filing of the Certificate in accordance with the Delaware
Limited Liability Company Act; and
WHEREAS, the Class B Member has entered into that certain limited liability
company agreement (the "Agreement") dated as of June 13, 2001; and
WHEREAS, the Class B Member and Pacific Aerospace & Electronics, Inc. a
Washington corporation ("PA&E"), desire that PA&E be admitted as the Class A
Member of the Company;
WHEREAS, concurrently herewith PA&E shall have made the Capital
Contribution as set forth on Exhibit "A" hereto in exchange for Nine Thousand
(9000) Class A Units, par value One Hundred Dollars ($100) per Class A Unit.
Agreement
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NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
1. Substitution of Exhibit. Exhibit "A" to the Agreement is hereby
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deleted in its entirety from the Agreement and replaced by the Exhibit "A"
attached hereto and incorporated herein by this reference.
2. Addition of Schedule. The schedule entitled "Schedule of Assets
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Contributed by or on behalf of Class A Member" and attached hereto is hereby
inserted as Schedule 1 to the Agreement.
3. Applicable Law. This First Amendment and the rights of the parties
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hereunder shall be interpreted in accordance with the laws of the State of
Delaware, without regard to any conflicts of law rules or principles of such
state.
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4. Entire Agreement. The Agreement, as amended by this First Amendment
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(the "Amended Agreement"), contains the entire understanding among the parties
with respect to the subject matter hereof and supersedes any prior written or
oral understandings and agreements between them respecting the subject matter
hereof. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of the Amended Agreement, which are not fully expressed in
the Amended Agreement.
5. Counterparts. This First Amendment may be executed simultaneously in
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one or more counterparts with the same effect as if all of the Members had
signed the same document. All counterparts shall be construed together and
shall constitute one and the same instrument.
IN WITNESS WHEREOF, this First Amendment is executed as of the day and year
first above written.
CLASS B MEMBER:
ADVANCED ALUMINUM, LLC
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Manager
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Manager
ACKNOWLEDGED AND AGREED:
CLASS A MEMBER:
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: President/CEO
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U.S. Castings, LLC
Limited Liability Company Agreement
Exhibit "A"
MEMBERS' CAPITAL CONTRIBUTIONS AND UNITS
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Capital Class B Class A
Members Contribution Units Units
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Class B Members
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Advanced Aluminum, LLC $_______ 90,000 0
Class A Member
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Pacific Aerospace &
Electronics, Inc. $900,000* 0 9,000
* Represents the agreed fair market value of the assets contributed by a
subsidiary of the Class A Member as provided in the Asset Purchase Agreement -
see Schedule 1.
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U.S. Castings, LLC
Limited Liability Company Agreement
Schedule 1
Schedule of Assets Contributed by or on behalf of Class A Member
Fair Market Adjusted
Asset Value Basis
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