FIRST AMENDMENT TO OPERATING AGREEMENT OF SPIRIT AEROSYSTEMS INVESTCO, LLC
Exhibit 3.18
This First Amendment (“Amendment”) is made as of May 7, 2009 to the Operating
Agreement of Spirit AeroSystems Investco, LLC, a Delaware limited liability company (the
“Company”), dated as of October 31, 2007 (as amended, the “Operating Agreement”),
between and among the Members party thereto. Terms used in this Amendment and not otherwise defined
herein shall have the same meaning as given to them in the Operating Agreement.
Section 1. References. References to “Sections,” “Articles,” “Exhibits” and “Annexes”
are to sections, articles, exhibits and annexes to the Operating Agreement.
Section 2. Amendments to Operating Agreement. The undersigned, being the sole Member
of the Company (the “Sole Member”), desires to amend certain provisions of the Operating
Agreement as follows, effective as of the date of this Amendment:
(a) The title of the Operating Agreement is hereby amended and restated to read as follows:
“OPERATING AGREEMENT OF SPIRIT AEROSYSTEMS INVESTCO, LLC”.
(b) Section 1.1(F) of the Operating Agreement is hereby amended and restated in its entirety
to read as follows:
F. “Operating Managers” shall mean the Person or Persons selected by the Members to serve
as Operating Manager or Operating Managers of the Company.
(c) Section 1.1(J) of the Operating Agreement is hereby amended and restated in its entirety
to read as follows:
J. “Company” shall mean this limited liability company, to wit: Spirit AeroSystems
Investco, LLC, a Delaware limited liability company.
(d) Article V of the Operating Agreement is hereby amended and restated in its entirety to
read as follows:
ARTICLE V.
Management
SECTION 5.1. Management of the Company shall be vested in the Operating Managers of the
Company. The number of Operating Managers shall be one (1) or such other number as may be
fixed by the Members from time to time. No Member will take part in or interfere in any manner
with the conduct or control of the business of the Company or have any right or authority to
act for or bind the Company except as provided in this Agreement.
SECTION 5.2. The Operating Managers shall hold office for the term for which elected and
until a successor has been elected and qualified. A vacancy in the office of Operating Manager
arising from any cause may be filled for the unexpired portion of the term by the Members.
SECTION 5.3. Any Operating Manager may resign at any time by giving written notice to the
Members. Any such resignation shall take effect at the time specified therein or, if the time
is not specified therein, upon the receipt thereof, irrespective of whether any such
resignations shall have been accepted. Any Operating Manger may be removed at any time, with
or without cause, by the affirmative vote of a majority in interest of the Members.
SECTION 5.4. The Company shall be managed by the Operating Managers and the conduct of
the Company’s business shall be controlled and conducted solely and exclusively by the
Operating Managers in accordance with this Agreement. In addition to and not in limitation of
any rights and powers conferred by law or other provisions of this Agreement, the Operating
Managers shall have and may exercise on behalf of the Company all powers and rights necessary,
proper, convenient or advisable to effectuate and carry out the purposes, business and
objectives of the Company, and to maximize Company profits.
SECTION 5.5. All meetings of the Operating Managers of the Company may be held either
within or without the State of Delaware. The annual meeting of the Operating Managers shall be
held, without further notice, immediately following the annual meeting of the Members, and at
the same place, or at such other time and place as shall be fixed with the consent in writing
of the Operating Managers.
SECTION 5.6. Regular meetings of the Operating Managers may be held without notice at
such time and place either within or without the State of Delaware as shall from time to time
be determined by the Operating Managers. Special meetings of the Operating Managers may be
called by any Operating Manager at any time.
SECTION 5.7. Attendance of an Operating Manager at any meeting shall constitute a waiver
of notice of such meeting, except where an Operating Manager attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Operating Managers need be specified in the notice or waiver
of notice of such meeting.
SECTION 5.8. At all meetings of the Operating Managers, the presence of a majority of the
Operating Managers shall be necessary and sufficient to constitute a quorum for the
transaction of business unless a greater number is required by law. The act of a majority of
the Operating Members present at a meeting at which a quorum is present shall be the act of
the Operating Managers, except as otherwise provided by law, the Certificate of Formation, or
this Agreement. If a quorum shall not be present at any meeting of the Operating Managers, the
Operating Managers present at the meeting may
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adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
SECTION 5.9. Notwithstanding any provision contained in this Article V, all actions of
the Operating Managers provided for herein may be taken by written consent without a meeting,
or any meeting thereof may be held by means of a conference telephone. Any such action with
may be taken by the Operating Managers without a meeting shall be effective only if the
written consent or consents are in writing, set forth the action so taken, and are signed by
the Operating Managers constituting the minimum number of Operating Mangers that would be
necessary to take such action at a meeting at which all Operating Managers entitled to vote on
the action were present and voted.
SECTION 5.10. The Operating Manager designated by the Members shall serve as Tax Matters
Member as such term is defined in Code Section 6231 (a)(7).
SECTION 5.11. Any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he, his testator or
intestate, then, is, or was a manager, member, employee or agent of the Company, or then
serves or has served on behalf of the Company in any capacity at the request of the Company,
shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts
actually and necessarily incurred in connection with the defense of such action or proceeding
or in connection with an appeal therein, to the fullest extent permissible by the Act. Such
right of indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled.
(e) Schedule B to the Operating Agreement is hereby deleted in its entirety and replaced with
the phrase “Intentionally Reserved”.
Section 3. Headings. The headings in this amendment are for reference purposes only,
and shall not in any way affect the meaning or interpretation of this amendment.
Section 4. Effect on Operating Agreement. Except to the extent expressly amended by
this Amendment, the Operating Agreement remains in full force and effect. From and after the date
hereof, all references to the Operating Agreement shall be deemed references to the Operating
Agreement as amended hereby.
[Remainder of Page Intentionally Blank.
Signature Page Follows.]
Signature Page Follows.]
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IN WITNESS WHEREOF, the Sole Member has executed this Amendment to be effective as of the date
first stated above.
| SPIRIT AEROSYSTEMS INTERNATIONAL HOLDINGS, INC., as Sole Member |
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| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxxxx | |||
| Title: | Secretary | |||
