Exhibit 3.2
LIMITED LIABILITY COMPANY AGREEMENT
OF
J. CREW INTERMEDIATE LLC
This Limited Liability Company Agreement (this "AGREEMENT") of J. Crew
Intermediate LLC is entered into by J. Crew Group, Inc., a New York corporation
(the "MEMBER").
The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 DEL.C. ss.18-101, ET SEQ.), as amended from time to
time (the "ACT"), and hereby agrees as follows:
1. NAME. The name of the limited liability company formed hereby is J.
Crew Intermediate LLC (the "COMPANY").
2. FORMATION. The member hereby approves and ratifies the filing, by
Xxxxxx X. Hong, as an authorized person within the meaning of the Act, of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware on March 27, 2003 and all actions taken by or on behalf of the
Company prior to the execution of this Agreement. Upon the execution of this
Agreement, the powers of Xxxxxx X. Hong as an authorized person shall cease and
the Member shall thereafter be designated as an authorized person within the
meaning of the Act. The Member, Director or an Officer shall execute, deliver
and file any other certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which
the Company may wish to conduct business.
3. PURPOSE. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act.
4. POWERS. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to:
a. acquire by purchase, lease, contribution of property or
otherwise, own, hold, sell, convey, transfer or dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment
of the purpose of the Company;
b. act as a trustee, executor, nominee, bailee, Director,
officer, agent or in some other fiduciary capacity for any person or entity and
to exercise all of the powers, duties, rights and responsibilities associated
therewith;
c. take any and all actions necessary, convenient or appropriate
as trustee, executor, nominee, bailee, Director, officer, agent or other
fiduciary, including the granting or approval of waivers, consents or amendments
of rights or powers relating thereto and the execution of appropriate documents
to evidence such waivers, consents or amendments;
d. operate, purchase, maintain, finance, improve, own, sell,
convey, assign, mortgage, lease or demolish or otherwise dispose of any real or
personal property which may be necessary, convenient or incidental to the
accomplishment of the purposes of the Company;
e. borrow money and issue evidences of indebtedness in
furtherance of any or all of the purposes of the Company, and secure the same by
mortgage, pledge or other lien on the assets of the Company;
f. invest any funds of the Company pending distribution or
payment of the same pursuant to the provisions of this Agreement;
g. prepay in whole or in part, refinance, recast, increase,
modify or extend any indebtedness of the Company and, in connection therewith,
execute any extensions, renewals or modifications of any mortgage or security
agreement securing such indebtedness;
h. enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any person or entity affiliated
with the Member, necessary to, in connection with, convenient to, or incidental
to the accomplishment of the purposes of the Company;
i. employ or otherwise engage employees, managers, contractors,
advisors, attorneys and consultants and pay reasonable compensation for such
services;
j. enter into partnerships, limited liability companies, trusts,
associations, corporations or other ventures with other persons or entities in
furtherance of the purposes of the Company; and
k. do such other things and engage in such other activities
related to the foregoing as may be necessary, convenient or incidental to the
conduct of the business of the Company, and have and exercise all of the powers
and rights conferred upon limited liability companies formed pursuant to the
Act.
5. PRINCIPAL BUSINESS OFFICE. The principal business office of the
Company shall be located at such location as may hereafter be determined by the
Member.
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6. REGISTERED OFFICE. The address of the registered office of the
Company in the State of Delaware is c/o Corporation Trust Center, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.
7. REGISTERED AGENT. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is
Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx,
Xxxxxxxx 00000.
8. MEMBERS. The name and the mailing address of the Member is set forth
on SCHEDULE A attached hereto.
9. LIMITED LIABILITY. Except as otherwise provided by the 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, Director or Officer shall be obligated personally for
any such debt, obligation or liability of the Company solely by reason of being
a member, director or officer of the Company.
10. CAPITAL CONTRIBUTIONS. The Member is deemed admitted as the Member
of the Company upon its execution and delivery of this Agreement. The Member
will contribute the amount of United States Dollars to the Company as listed on
SCHEDULE A attached hereto.
11. ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company. However, a Member may make
additional capital contributions to the Company with the written consent of the
Member or the Board of Directors, as defined below.
12. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated to the Member.
13. DISTRIBUTIONS. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make a distribution to any Member on account of its interest in the Company if
such distribution would violate Section 18-607 of the Act or other applicable
law.
14. MANAGEMENT.
a. The Member shall appoint a Board of Directors (the "BOARD OF
DIRECTORS") to oversee the Company's business. Except as otherwise provided by
this Agreement, the Board of Directors shall have the full right and authority
(acting on behalf of the Member) to manage the business and affairs of the
Company.
b. The initial Directors are listed on SCHEDULE B attached
hereto. The Member may appoint or remove a Director or otherwise revise SCHEDULE
B in its sole discretion at any time.
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c. Decisions of the Board of Directors shall require the
approval of a majority of the Directors.
d. Meetings of the Board of Directors may be held at any time at
any location specified in the notice thereof in such place within or without the
State of Delaware when called by at least one Director.
e. Reasonable and sufficient notice of each meeting of the Board
of Directors shall be given to each Director. It shall be reasonable and
sufficient notice to a Director to send notice by first-class mail at least
seven days, or by overnight delivery, electronic mail, facsimile or hand
delivery at least forty-eight hours, before the meeting addressed to such
Director at such Director's usual business address. Notice of a meeting need not
be given to any Director if a written waiver of notice, executed by such
Director before or after the meeting, is filed with the records of the meeting,
or to any Director who attends the meeting without protesting prior thereto or
at its commencement the lack of notice to such Director. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
f. Directors may participate in a meeting of the Board of
Directors by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
or by any other means permitted by law.
g. Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting pursuant to a written
consent signed by each Director, and such writing or writings shall be filed
with the records of the meetings of the Board of Directors. Such consent shall
be treated for all purposes as the act of the Board of Directors.
15. OFFICERS. The Member may, from time to time as it deems advisable,
appoint officers of the Company (the "OFFICERS") and assign in writing titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the title
is one commonly used for officers of a business corporation formed under the
Delaware General Corporation Law, the assignment of such title shall constitute
the delegation to such person of the authorities and duties that are normally
associated with that office. Any delegation pursuant to this Section 15 may be
revoked at any time by the Member. The initial Officers are listed on SCHEDULE C
attached hereto. The Member may revise SCHEDULE C in its sole discretion at any
time.
16. OTHER BUSINESS. The Member may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any rights
in or to such independent ventures or the income or profits therefrom by virtue
of this Agreement.
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17. EXCULPATION AND INDEMNIFICATION. No Member, Director or Officer
shall be liable to the Company, or any other person or entity who has an
interest in the Company, for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such Member, Director or Officer in good
faith on behalf of the Company and in a manner reasonably believed to be within
the scope of the authority conferred on such Member, Director or Officer by this
Agreement, except that a Member, Director or Officer shall be liable for any
such loss, damage or claim incurred by reason of such Member's, Director's or
Officer's willful misconduct. To the fullest extent permitted by applicable law,
a Member, Director or Officer shall be entitled to indemnification from the
Company for any loss, damage or claim incurred by such Member, Director or
Officer by reason of any act or omission performed or omitted by such Member,
Director or Officer in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority conferred on such
Member, Director or Officer by this Agreement, except that no Member, Director
or Officer shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Member, Director or Officer by reason of willful
misconduct with respect to such acts or omissions; PROVIDED, HOWEVER, that any
indemnity under this Section 17 shall be provided out of and to the extent of
Company assets only, and no Member shall have personal liability on account
thereof.
18. ASSIGNMENTS. A Member may assign in whole or in part its limited
liability company interest with the written consent of the Member. If a Member
transfers all of its interest in the Company pursuant to this Section, the
transferee shall be admitted to the Company upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement. Such admission shall be deemed effective immediately prior to the
transfer, and, immediately following such admission, the transferor Member shall
cease to be a member of the Company.
19. RESIGNATION. A Member may resign from the Company with the written
consent of the Member. If a Member is permitted to resign pursuant to this
Section, an additional member shall be admitted to the Company, subject to
Section 20, upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement. Such admission shall be
deemed effective immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to be a member of the
Company.
20. ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional members
of the Company may be admitted to the Company with the written consent of the
Member.
21. DISSOLUTION.
a. The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (i) the written consent of the Member,
(ii) the retirement, resignation or dissolution of the Member or the occurrence
of any other event which terminates the continued membership of the Member in
the Company unless the
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business of the Company is continued in a manner permitted by the Act, or (iii)
the entry of a decree of judicial dissolution under Section 18-802 of the Act.
b. The bankruptcy of the Member will not cause the Member to
cease to be a member of the Company and upon the occurrence of such an event,
the business of the Company shall continue without dissolution.
c. In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.
22. SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.
23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.
24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.
25. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.
26. AMENDMENTS. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Member.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the 4th day of April, 2003.
J. CREW GROUP, INC.
By: /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: Senior Vice President
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SCHEDULE A
to J. Crew Intermediate LLC Limited Liability Company Agreement
NAME MAILING ADDRESS CAPITAL CONTRIBUTION
---- --------------- --------------------
J. Crew Group, Inc. 000 Xxxxxxxx $25,000
Xxx Xxxx, XX 00000
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SCHEDULE B
to J. Crew Intermediate LLC
Limited Liability Company Agreement
BOARD OF DIRECTORS
Xxxxx Xxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxx
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SCHEDULE C
to J. Crew Intermediate LLC
Limited Liability Company Agreement
NAME TITLE
---- -----
Xxxxx Xxxxxxxxxx President
Xxxxx Xxxxx Vice President and Chief Financial Officer
Xxxx Xxxxxxxx Vice-President, Controller and Assistant Secretary
Xxxxxx Xxxx Vice-President and Secretary
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