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EXHIBIT 3.138A
LIMITED LIABILITY COMPANY AGREEMENT
OF
TRIUMPH OUTDOOR LOUISIANA, LLC
This Limited Liability Company Agreement (this "AGREEMENT") of Triumph
Outdoor Louisiana, LLC, is entered into as of this 11th day of September 1998,
by Triumph Outdoor Holdings, LLC, as member (the "MEMBER").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from time
to time (6 Del. C. Section 18-101, et seq.) (the "ACT"), and hereby agrees as
follows:
1. NAME. The name of the limited liability company formed hereby
is of Triumph Outdoor Louisiana, LLC (the "COMPANY").
2. PURPOSE AND POWERS. (a) The purpose of the Company is to
acquire, directly or indirectly (i) all of the assets and operations related to
the municipal outdoor advertising business of NOPG, LLC (a/k/a Jefferson Shelter
Advertising) and (ii) all other investments made or to be made by itself or any
of its affiliates or subsidiaries in the municipal outdoor advertising business
and related businesses.
(b) In furtherance of the purpose of the Company as set
forth in Section 2(a), the Company shall have the power and authority to take in
its name all actions necessary, useful or appropriate in the Member's sole and
absolute discretion to accomplish its purpose and take all actions necessary,
useful or appropriate in connection therewith or incidental thereto.
3. REGISTERED OFFICE AND REGISTERED AGENT. The registered agent
for the service of process and the registered office shall be that person and
location reflected in the Certificate. In the event the registered agent ceases
to act as such for any reason or the registered office shall change, the Member
shall promptly designate a replacement registered agent or file a notice of
change of address, as the case may be.
4. MEMBERS. The names and the business, residence or mailing
addresses of the Member is as follows:
NAME ADDRESS
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Triumph Outdoor Holdings, LLC c/o Triumph Holdings, LLC
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
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5. FORMATION AND TERM. (a) Pursuant to the Act, the Member hereby
organizes the Company as a Delaware limited liability company, the formation of
which shall be effective upon the filing of the Certificate of Formation (the
"CERTIFICATE") in the Office of the Delaware Secretary of State.
(b) In order to maintain the Company as a limited liability
company under the laws of the State of Delaware and to qualify to do business in
any state in which the Member determines to be appropriate or necessary, the
Company shall from time to time take appropriate action, including the
preparation and filing of such amendments to the Certificate and such other
assumed name certificates, documents, instruments and publications as may be
required by law, including, without limitation, action to reflect: (i)
qualification to do business in any state in which the Company directly, or
indirectly as a partner of a partnership, a member of a limited liability
company and/or a stockholder of a corporation, owns property or conducts
business, as determined by the Member in its sole and absolute discretion; (ii)
a change in the Company name; (iii) a correction of a defectively or erroneously
executed Certificate; (iv) a correction of false or erroneous statements in the
Certificate or the desire of the Member to make a change in any statement
therein in order that it shall accurately represent this Agreement; or (v) a
change in the time for dissolution of the Company as stated in the Certificate
and in this Agreement.
(c) The term of the Company shall commence upon filing the
Certificate and shall continue in full force and effect until the earliest of
the following: (i) March 31, 2028; (ii) upon the happening of an event described
in Section 8(a) hereof, or (iii) a dissolution pursuant to the Act.
6. MANAGEMENT. (a) The business and affairs of the Company shall
be managed by the Member. All decisions concerning the business and affairs of
the Company shall be made by the Member. Only the Member has the authority to
bind the Company, although the Member may delegate some or all of such authority
as provided for herein. The Member may adopt such rules and regulations for the
management of the Company not inconsistent with this Agreement and the Act. The
Member may not be removed. The Member shall make all decisions, and take all
actions, necessary on behalf of the Company to perform under this Agreement. The
Member may appoint individuals with such titles as it may elect, including the
titles of Managing Director, Chief Executive Officer, President, Vice President,
Treasurer and Secretary, to act on behalf of the Company, with such power and
authority as the Member may delegate in writing to any such individuals. The
Member hereby appoints the following individuals:
Xxxxxxx X. Xxxxx President
Xxxxx X. Xxxxxxxx Vice-President
(b) Without limiting the generality of Section 6(a), the
Member shall have the power and authority on behalf of the Company:
(i) To execute contracts and guaranties, incur
liabilities and issue notes, bonds and other obligations;
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(ii) To invest and reinvest the Company's funds,
including the lending of money, and receive and hold property as security for
repayment;
(iii) To employ accountants, legal counsel, managing
agents or other experts to perform services for the Company (including any
affiliate), and to compensate them from the Company funds;
(iv) To pay, and reimburse the Member for, all
expenses incurred in connection with the conduct of the Company's business, the
establishment of Company offices, and the exercise of the powers of the Company,
in all cases within or without the State of Delaware;
(v) To sell, transfer, convey, pledge, exchange or
otherwise dispose of any of the Company's property;
(vi) To acquire additional property or assets on
behalf of the Company;
(vii) To borrow money from banks, other lending
institutions, itself or otherwise;
(viii) To hypothecate, encumber, mortgage, and grant
security interests in any of the Company's property;
(ix) To employ, compensate, or otherwise engage
itself or an affiliate of itself,
(x) To participate in partnerships, joint ventures,
limited liability companies or other associations of any kind with any person or
persons;
(xi) To institute, prosecute and defend against any
judicial or administrative proceeding in the Company's name;
(xii) To file in the name of or on behalf of the
Company or any person in which the Company owns directly or indirectly a greater
than fifty percent (50%) interest or any pass-through entity in which the
Company directly or indirectly owns any interest any petition for relief in
bankruptcy under any federal bankruptcy laws or debtor relief laws or any other
debtor relief laws of any jurisdiction; and
(xiii) To do and perform all other acts as may be
necessary or appropriate to the conduct of the Company's business.
(c) The Company shall indemnify and hold harmless the Member
and its
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respective directors, officers, agents, members, partners, shareholders and
employees from any loss or damage incurred by them (including reasonable
attorney's fees and costs) by reason of any acts performed or omitted by them
for or on behalf of the Company unless they committed such acts in bad faith or
such acts were the results of active and deliberate dishonesty and were material
to the cause of action so adjudicated or the Member or their respective
directors, officers, agents, members, partners, shareholders or employees shall
have personally gained in fact a financial profit or other advantage to which he
or she was not legally entitled.
(d) Any person dealing with the Company may rely on the
authority of the Member without inquiry into the provisions of this Agreement or
compliance herewith, regardless of whether that action actually is taken in
accordance with the provisions of this Agreement.
7. CAPITAL CONTRIBUTIONS. (a) The Member has contributed the following
amount, in cash, and no other property, to the Company:
Triumph Outdoor Holdings, LLC $100
(b) Except as expressly provided in this Agreement or as
required under the Act, the Member shall not be required to make any
contributions to the capital of the Company. Without limiting the foregoing, the
Member shall not be required to contribute to the capital of the Company to
restore a deficit in the Member's Capital Account existing at any time. The
Member shall not be bound by, nor be personally liable for, the expenses,
liabilities or obligations of the Company.
(c) In the event the Member determines that the Company
requires additional funds in excess of the Member's Capital Contributions, the
Member may request and accept additional contributions from any person
(including from any entity). Such additional contributions may be evidenced by
such interests in the profits, losses and distributions of the Company as
determined by the Member.
8. DISSOLUTION. (a) The Company shall dissolve, and its affairs shall
be wound up upon the first to occur of the following:
(i) when the period fixed for the duration of the
Company shall expire;
(ii) by the unanimous written consent of all the
Members;
(iii) the entry of a decree of judicial dissolution
under Section 18 802 of the act; or
(iv) any other event that terminates the Company.
(b) In settling accounts after dissolution, the liabilities of
the Company shall be entitled to payment in the following order:
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(i) to creditors including the Member who is a
creditor to the extent otherwise permitted by law, other than liabilities for
distributions to the Member;
(ii) reasonable reserves necessary in connection with
the winding up of the Company's affairs as determined by the Member; and
(iii) to the Member.
(c) The winding up of the affairs of the Company and the
distribution of its assets shall be conducted exclusively by the Member, who is
hereby authorized to take all actions necessary to accomplish such distribution
including, without limitation, selling any asset it deems necessary or
appropriate to sell.
(d) When all debts, liabilities and obligations have been paid
and discharged or adequate provisions have been made therefor and all of the
remaining property and assets have been distributed to the Member, a Certificate
of Cancellation shall be executed and filed pursuant to Section 18-203 of the
Act, and shall contain the information required by the Act.
9. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated in proportion to the capital contribution of the Member.
10. DISTRIBUTIONS. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member. Such distributions
shall be allocated to the Member in the same proportion as its then capital
account balance.
11. ASSIGNMENTS. The Member may assign, in whole or in part, its
limited liability company interest to any person.
12. RESIGNATION. The Member may not resign from the Company.
13. ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional members
of the Company may be admitted to the Company with the consent of the Member.
14. LIABILITY OF MEMBERS. The Member shall not have any liability for
the obligations or liabilities of the Company, except to the extent provided in
the Act.
15. GOVERNING LAW. Irrespective of the place of execution or
performance, the validity and construction of this Agreement shall be governed
by the laws of Delaware without regard to conflict of laws principles. The party
hereto hereby waive the right to trial by jury and hereby consent to the
personal and subject matter jurisdiction of the Federal and state courts of the
State of New York over all disputes arising in connection with this Agreement.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
date and year first set forth above.
TRIUMPH OUTDOOR HOLDINGS, LLC,
By: Triumph Municipal Outdoor, LLC,
its Managing Member
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
its Principal Manager
