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EXHIBIT 3.2
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AAS HOLDINGS, LLC
(a Delaware Limited Liability Company)
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SECOND AMENDED AND RESTATED OPERATING AGREEMENT
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August 5, 1997
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Table of Contents
Page
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1. Definitions; Rules of Construction.................................. 1
2. Name; Formation; Issuance of Units.................................. 4
3. Purpose............................................................. 5
4. Offices............................................................. 5
5. Management of the Company........................................... 5
6. Members............................................................. 7
7. Capital Contributions; Issuance of Units; Capital
Accounts........................................................... 8
8. Distributions...................................................... 10
9. Liability for Return of Capital..................................... 10
10. Administrative Matters............................................. 10
11. Transfers of Units and Interests................................... 10
12. Withdrawal......................................................... 11
13. Additional Members................................................. 11
14. Dissolution........................................................ 11
15. Continuation of the Company........................................ 13
16. Limitation on Liability............................................ 13
17. Amendments......................................................... 13
18. Governing Law...................................................... 13
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OPERATING AGREEMENT dated as of August 5, 1997 of AAS
HOLDINGS, LLC, a Delaware limited liability company (the "Company"), among the
parties listed on SCHEDULE I.
The parties, other than the Valley Investors, Gerard
Jacobus Brink, Koop Brink, Jan Willem Brink, CB Capital
Investors, Inc. and International Mezzanine Capital B.V.,
originally entered into an Operating Agreement dated as of
September 28, 1995 (the "Original Agreement") for the purpose of
forming a limited liability company pursuant to the provisions of
the Delaware Limited Liability Company Act, 6 Del. C. ss. 18-101 et
seq. (the "Delaware Act").
The parties, other than the Valley Investors entered into an
Amended and Restated Operating Agreement dated as of October 30, 1996 (the
"Amended and Restated Agreement") for the purpose of amending and restating the
Original Agreement.
The parties wish to amend and restate the Amended and Restated
Agreement as set forth herein and to add certain parties hereto.
ACCORDINGLY, in consideration of the mutual covenants and
agreements contained in this Agreement, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Definitions; Rules of Construction. (a) When
used in this Agreement, the following capitalized terms have the
meanings ascribed to them below:
"Affiliate" means, with respect to any Person,
(i) a director or executive officer of such Person, (ii) a spouse, parent,
sibling or descendant of such Person (or a spouse, parent, sibling or descendant
of any director or executive officer of such Person), and (iii) any other Person
that, directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with such Person. The term "control"
means and includes the possession, directly or indirectly, of the power to
direct the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.
"Amendment" has the meaning ascribed to such term
in Section 2(b).
"Board of Managers" means the board of managers
designated pursuant to Section 5.
"Bylaws" means the Bylaws of the Company as
amended from time to time, which are expressly incorporated by reference into
this Agreement and the initial form of which is
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attached hereto as EXHIBIT A and are hereby adopted and approved by the Members.
"Capital Contribution" means, with respect to any
Member, the amount of capital contributed by such Member to the Company, as
determined in accordance with Section 7.
"CB" means CB Capital Investors, Inc.
"CB Warrant" means the warrant issued on October
30, 1996, to CB to purchase up to 501 Class A Units (as modified in accordance
with the terms thereof).
"Certificate" has the meaning ascribed to such
term in Section 2(b).
"Class A Member" means a Member who owns Class A
Units.
"Class A Unit" means one Class A Unit of the
Company entitling the holder thereof to the rights provided by this Agreement.
"Class B Unit" means one Class B Unit of the
Company entitling the holder thereof to the rights designated by the Board of
Managers as provided by an amendment to this Agreement approved by the Board of
Managers.
"Delaware Act" has the meaning ascribed to such
term in the first paragraph.
"Event of Withdrawal of a Member" means the death,
insanity, 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.
"IMC" means International Mezzanine Capital B.V.
"IMC Warrant" means the warrant issued on October
30, 1996, to IMC to purchase up to 501 Class A Units (as modified in accordance
with the terms thereof).
"Interest" means the ownership interest of a
Member in the Company, consisting of (i) such Member's ownership of Units and
right to receive a portion of distributions, (ii) such Member's right to vote or
grant or withhold consents with respect to Company matters as provided herein or
in the Delaware Act and (iii) such Member's other rights and privileges as
herein provided.
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"Internal Revenue Code" shall mean the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
"Majority in Interest of Chase Members" shall have
the meaning set forth in the Members' Agreement.
"Managing Member" means a Member who is a Manager.
"Manager" means a member of the Board of Managers
as designated in, or selected pursuant to, Section 5.
"Majority in Interest of Class A Members" means,
at any time, the Class A Members who hold in the aggregate greater than 50% of
the number of Units outstanding at such time.
"Majority in Interest of Managing Members" means,
at any time, the Managing Members who hold in the aggregate greater than 50% of
the profits and capital interest of the Company held by all Managing Members.
"Majority in Interest of Members" means, at any
time, the Members who hold in the aggregate greater than 50% of the profits and
capital interest of the Company.
"Members" shall mean any Person holding a Unit or
who shall be admitted as additional or substituted Members pursuant to this
Agreement, so long as they remain Members.
"Members' Agreement" means the Second Amended and
Restated Members' Agreement dated as of the date hereof, among the Company and
certain holders of Units.
"Net Profits and Net Losses" means the net taxable
income or net taxable loss of the Company, respectively, as determined for
federal income tax purposes, for each fiscal year of the Company, plus any
income that is exempt from federal income tax and minus expenditures that are
not deductible in computing federal taxable income and not properly chargeable
to capital accounts, in each case to the extent such items are not otherwise
taken into account in computing Net Profits or Net Losses.
"Person" shall be construed broadly and shall
include an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.
"Securities Act" means the Securities Act of 1933,
as amended, or any similar federal law then in force.
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"Sub Debt Warrants" shall mean the CB Warrant and
the IMC Warrant.
"Sub Debt Units" shall mean the Units issued upon
exercise of the Sub Debt Warrants.
"Subsidiary" means with respect to any Person, any
corporation of which the shares of stock having a majority of the general voting
power in electing the board of directors of such corporation are, at the time as
of which any determination is being made, owned by such Person either directly
or indirectly through Subsidiaries.
"Systems" means Advanced Accessory Systems, LLC, a
Delaware limited liability company and a Subsidiary of the Company.
"Transfer" shall have the meaning set forth in
Section 11.
"Units" means collectively or individually, the
Class A Units and the Class B Units.
"Valley Investors" has the meaning ascribed to
such term in Section 7(a) hereof.
"Warrant Agreement" shall have the meaning set
forth in the Members' Agreement.
(b) The title of and the section and paragraph headings in
this Agreement are for convenience of reference only and shall not govern the
interpretation of any of the terms or provisions of this Agreement.
(c) The use herein of the masculine, feminine or neuter forms
shall also denote the other forms, as in each case the context may require.
2. Name; Formation; Issuance of Units. (a) The name of the
Company shall be "AAS Holdings, LLC," or such other name as the Board of
Managers may from time to time hereafter designate.
(b) The Company was formed upon the execution and filing by
Paul Mitrokostas (such Person being hereby authorized to take such action) with
the Secretary of State of the State of Delaware of a certificate of formation of
the Company (the "Certificate") in the form attached hereto as EXHIBIT B on
August 28, 1995, as amended by a certificate of amendment of the Company (the
"Amendment") in the form attached hereto as EXHIBIT C on September 13, 1995.
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(c) The Company shall be authorized to issue from time to time
up to 25,000 Class A Units and up to an additional 2,000 Class B Units, which
Units may be issued pursuant to such agreements as the Board or a committee
thereof shall approve, including pursuant to options on warrants. The Class B
Units shall entitle the holders thereof to such rights as shall be designated by
the Board of Managers upon the original issuance of any Class B Unit; provided,
however, that the rights of the holders of the Class B Units shall not be senior
in right (i) as to allocations of Net Profits or (ii) as to distributions, nor
shall the rights of the holders of the Class B Units adversely affect the rights
of the holders of Class A Units without the consent of a Majority in Interest of
Class A Members. The Board of Managers shall have the right and authority to
amend this Agreement to reflect the admission of holders of Class B Units and to
reflect the rights of such holders hereunder.
(d) The parties hereto ratify and confirm the filing of the
Certificate and the Amendment.
3. Purpose. (a) The purpose of the Company shall be to engage
in any lawful business that may be engaged in by a limited liability company
organized under the Delaware Act, as such business activities may be determined
by the Board of Managers from time to time.
4. Offices. (a) The principal office of the Company, and such
additional offices as the Board of Managers may determine to establish, shall be
located at such place or places inside or outside the State of Delaware as the
Board of Managers may designate from time to time.
(b) The registered office of the Company in the State of
Delaware is located at 32 Loockerman Square, Suite L-100, Dover, Delaware 19904.
The registered agent of the Company for service of process at such address is
The Prentice-Hall Corporation System, Inc.
5. Management of the Company. (a) Subject to the delegation of
rights and powers provided for herein and in the Bylaws, the Board of Managers
shall have the sole right to manage the business of the Company and shall have
all powers and rights necessary, appropriate or advisable to effectuate and
carry out the purposes and business of the Company. The Board of Managers shall
consist of up to eleven (11) members as designated from time to time in
accordance with the Members' Agreement. Subject to the provisions of the
Members' Agreement, the Board of Managers shall be selected by a Majority in
Interest of Class A Members. CB shall at all times be a member of the Board of
Managers for so long as CB shall own any Units. A Majority in Interest of the
Chase Members may act through its duly authorized representative as a member of
the Board of Managers. Any or all
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Managers may be removed as Managers without cause by the vote of a Majority in
Interest of Class A Members, provided, however, that no Manager may be removed
without the consent of Members who are entitled to designate such person as a
Manager pursuant to the Members' Agreement.
(b) No Member, by reason of such Member's status as such,
shall have any authority to act for or bind the Company but shall have only the
right to vote on or approve the actions herein specified to be voted on or
approved by such Member.
(c) The officers of the Company shall be, and shall be
elected, removed and perform such functions, as are provided in the Bylaws. The
Board of Managers may appoint, employ, or otherwise contract with such other
Persons for the transaction of the business of the Company or the performance of
services for or on behalf of the Company as it shall determine in its sole
discretion. The Board of Managers may delegate to any officer of the Company or
to any such other Person such authority to act on behalf of the Company as the
Board of Managers may from time to time deem appropriate in its sole discretion.
(d) Except as otherwise provided by the Board of Managers or
in the Bylaws, when the taking of such action has been authorized by the Board
of Managers, any Manager or officer of the Company or any other Person
specifically authorized by the Board of Managers may execute any contract or
other agreement or document on behalf of the Company and may execute and file on
behalf of the Company with the Secretary of State of the State of Delaware any
certificates of amendment to the Company's certificate of formation, one or more
restated certificates of formation and certificates of merger or consolidation
and, upon the dissolution and completion of winding up of the Company, at any
time when there are fewer than two Members, or as otherwise provided in the
Delaware Act, a certificate of cancellation canceling the Company's certificate
of formation.
(e) If a vacancy on the Board of Managers is not filled within
60 days after such vacancy occurs by a Majority in Interest of Class A Members,
such vacancy may thereafter be filled by a majority of the Managers then in
office, or, if there be none, by a vote of a Majority in Interest of the
Members. Managers shall serve until they resign, die, become incapacitated or
are removed. Any Manager, except CB, can be removed with or without cause by the
vote of a Majority in Interest of Class A Members. Determinations to be made by
the Managers in connection with the conduct of the business of the Company shall
be made in the manner provided in the Bylaws, unless otherwise specifically
provided herein. Notwithstanding the foregoing provisions of this paragraph (e),
any member of the Board of Managers may be removed by the party entitled to
elect such member under the Members' Agreement, and the vacancy created by any
former member
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of the Board of Managers may be filled by the party entitled to elect such
former member under the Members' Agreement.
6. Members; Representations of Members; Representations of
Company. (a) The name and business, mailing or residence address of the Members
of the Company are set forth on SCHEDULE I. Schedule I shall be amended from
time to time to reflect the names and business, mailing or residence address of
each of Persons who shall become Members after the date hereof.
(b) Upon the acquisition of a Unit, each Member makes the
following representations and warranties to the Company with respect to such
Unit:
(i) Such Member has such knowledge and expertise in financial
and business matters that he or it is capable of utilizing the
information made available to the undersigned, to evaluate the merits
and risks of an investment in the Company and to make an informed
investment decision with respect thereto. The undersigned is aware that
his or its purchase of a Unit is highly speculative and he or it is
able, without impairing his or its financial condition, to hold the
Interest for an indefinite period of time and to suffer a complete loss
of its or his or its investment.
(ii) Such Member understands and acknowledges that the
offering of the Units has not been considered or approved by any
governmental or other entity.
(iii) Such Member recognizes that an investment in the Company
involves certain risks, and has taken full cognizance of, and
understands all of, the risk factors related to the purchase of the
Units. Such Member has consulted with his or its professional, tax and
legal advisors with respect to the Federal, state, local and foreign
income tax consequences of the undersigned's participation as a Member
of the Company.
(iv) The execution and delivery of this Agreement by such
Member and has been duly authorized.
(v) Such Member understands that there is no public market for
the Units and that the transferability of the Units is restricted.
(vi) The Units are being purchased by such Member for his or
its own account only for investment and is not being purchased with a
view towards its resale or further distribution. Such Member
understands that the Units are not registered for sale under the
Securities Act or otherwise and that the Units cannot be offered for
sale or sold by such Member or by anyone acting for the
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undersigned's account or on the undersigned's behalf without the
registration of the Units and/or the fulfillment of other regulatory
requirements.
7. Capital Contributions; Issuance of Units; Capital Accounts.
(a) The Members have contributed to the Company on or prior to October 30, 1996
$1,000 per Class A Unit by payment of cash in such amount or by the delivery of
a promissory note. Gerard Jacobus Brink, Koop Brink and Jan Willem Brink have
contributed an aggregate of $4,286,478 in exchange for the 1,230 Class A Units
acquired by them on October 30, 1996 (or $3,484.941 per Unit). Pursuant to the
adjustment requirements of Section 704 of the Internal Revenue Code, each of the
capital accounts of the Members in effect immediately prior to the acquisition
of the foregoing 1,230 Units was revalued and increased to an amount equal to
$3,484.941 per Unit owned by such Member. Pursuant to Subscription Agreements,
each between the Company and Roger T. Morgan and Robert L. Fisher (together, the
"Valley Investors") dated as of the date hereof, the Valley Investors have
purchased certain Class A Units and contributed an aggregate of $4,499,298.01 in
exchange for the 802 Class A Units being acquired by them on the date hereof (or
$5,610.09 per Class A Unit). Pursuant to the adjustment requirements of Section
704 of the Internal Revenue Code, each of the capital accounts of the Members in
effect immediately prior to the acquisition of the foregoing 802 Class A Units
shall be revalued and increased to an amount equal to $5,610.09 per Unit owned
by such Member.
(b) A separate capital account shall be maintained on the
books of the Company for each Member, which shall be adjusted (1) as of December
31 of each year, (2) immediately prior to the acquisition of any Unit by any
Person, (3) effective as of the date of sale of the Company (whether by way of
asset sale, stock sale or merger in which the Members immediately prior to such
stock sale or merger shall cease to own a majority of all Units owned by all
Members) and (4) the date of dissolution of the Company as follows:
(i) the amount of money and the fair market value of property
(net of any liabilities secured by such property that the Company
assumes or takes subject to) contributed by such Member to the Company
shall be credited to such Member's capital account;
(ii) the amount of any distributions (including the fair
market value (as determined by the Board of Managers in good faith) of
property other than cash (net of any liabilities that such Member
assumes or takes subject to) distributed to such Member shall be
debited from such Member's capital account; and
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(iii) Net Profits incurred by the Company since the last date
on which Net Profits or Net Losses shall have been allocated to the
Members shall be credited to such Member's capital account and Net
Losses incurred by the Company since the last date on which Net Losses
or Net Profits shall have been allocated to the Members shall be
debited to such Member's capital account, which allocations shall be
made ratably among the holders of Class A Units according to their
respective holdings of such Class A Units.
(c) Notwithstanding any provision of this Agreement to the
contrary, upon the date of each exercise of each warrant or option issued by the
Company, each Member's (including the optionholder's or warrantholder's) capital
account shall be reallocated (a "Capital Shift") such that after such Capital
Shift the ratio of each Member's (including the optionholder's or
warrantholder's) capital account to the aggregate of all Members' capital
account balances shall be the same as the ratio of the number of Units owned by
each such Member (including the optionholder or warrantholder) to the aggregate
number of all Units outstanding.
(d) Notwithstanding any provision of this Agreement to the
contrary, each Member's capital account shall be maintained and adjusted in
accordance with the Code, including (i) the adjustments permitted or required by
Code Section 704(b) and, to the extent applicable, the principles expressed in
Internal Revenue Code Section 704(c) and the regulations promulgated thereunder
and (ii) adjustments required to maintain capital accounts in accordance with
the "substantial economic effect test" set forth in the regulations promulgated
under Internal Revenue Code Section 704(b).
(e) Any Member, including any substitute Member, who shall
receive any Units by means of a transfer to him of Units of another Member shall
have a capital account that reflects the capital account associated with the
transferred Units.
(f) Anything contained in this Agreement to the contrary
notwithstanding, (i) the aggregate interest of the Managing Members in each
material item of Company income, gain, loss, deduction or credit shall be equal
to at least 1% of each such item at all times during the existence of the
Company, unless otherwise required by the Code, and (ii) the aggregate balance
in the capital accounts of the Managing Members shall be equal to at least 1% of
the aggregate positive balances in the capital accounts of all the Members at
all times.
8. Distributions. (a) Within 90 days following the end of each
fiscal year, the Company will distribute to each Member an amount (if any) equal
to 44% of the excess of Net Profits over Net Losses previously allocated to such
Member's
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capital account for such fiscal year and all prior fiscal years pursuant to
Section 7, less any distributions made during such fiscal year pursuant to
Section 8(b).
(b) All distributions not made pursuant to Section 8(a) of
other assets of the Company, whether in cash or in kind, shall be made at such
times and in such amounts as the Board of Managers may determine, and shall be
allocated among and made to the Members ratably in accordance with their
respective holdings of Class A Units at the date of distribution.
9. Liability for Return of Capital. No Member or Manager 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 Board of Managers, subject to the requirements of
the Delaware Act.
10. Administrative Matters. (a) The Company hereby designates
CB as the "Tax Matters Partner" for purposes of Code Section 6231 and the
regulations promulgated thereunder. The Tax Matters Partner shall promptly
advise each Member of any audit proceedings proposed to be conducted with
respect to the Company.
(b) It is the intention of the Members that the Company shall
be taxed as a "partnership" for federal, state, local and foreign income tax
purposes. The Members shall take all reasonable actions, including the amendment
of this Agreement and the execution of other documents, as may reasonably be
required in order for the Company to qualify for and receive "partnership"
treatment for federal, state, local and foreign income tax purposes.
(c) The fiscal year of the Company shall be the calendar year.
The books and records of the Company shall be maintained in accordance with
generally accepted accounting principles and Code Section 704(b) and the
regulations promulgated thereunder.
11. Transfers of Units and Interests. No Member may sell,
assign, pledge or otherwise transfer or encumber (collectively, "Transfer") all
or any part of its Units or other part of its Interest, and no transferees of
all or any part of the Units of a Member shall be admitted as a substituted
Member, without, in either event, having obtained the prior written consent of a
Majority in Interest of the Managing Members (excluding Managing Members that
are transferring Units), which consent may be withheld in their sole discretion,
and without complying with the applicable provisions of the Members' Agreement
applicable to such Interest to which such Member is a party (each, a "Members'
Agreement"), among the Company and the Members. Any Transfer or attempted
Transfer of any Interest in
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the Company in violation of any the provisions of this Section 11 shall be void,
and the Company shall not record such Transfer on its books or treat any
purported transferee of such Units as the owner of such Units for any purpose.
The Board of Managers shall amend SCHEDULE I hereto from time to time to reflect
Transfers made in accordance with, and as permitted under, this Section 11 and
the applicable Members' Agreement. Notwithstanding the foregoing, (a) the
transfer of the Sub Debt Warrants and the Sub Debt Units shall not be subject to
the restrictions set forth in this Section 11 but shall be subject to the
transfer restrictions set forth in the Warrant Agreement and (b) the transfer of
the Units acquired by Gerard Jacobus Brink, Koop Brink and Jan Willem Brink on
October 30, 1996 and Robert L. Fisher and Roger T. Morgan on the date hereof
shall not be subject to the restrictions set forth in this Section 11 but shall
be subject to the transfer restrictions set forth in the Members' Agreement.
12. Withdrawal. No Member shall have the right to withdraw
from the Company except with the consent of the Board of Managers and upon such
terms and conditions as may be specifically agreed upon between the Company and
the withdrawing Member. The provisions hereof with respect to distributions upon
withdrawal are exclusive, and no Member shall be entitled to claim any further
or different distribution upon withdrawal under Section 18-604 of the Delaware
Act or otherwise.
13. Additional Members. The Board of Managers shall have the
right to cause the Company to issue additional Units and to admit additional
Members upon the acquisition of such Units upon such terms and conditions, at
such time or times, and for such Capital Contributions as shall be determined by
the Board of Managers. In connection with the admission of an additional Member,
the Board of Managers shall amend SCHEDULE I hereof to reflect the name and
address of the additional Member. Prior to the admission of any Person as a
Member, such Person shall execute a counterpart to this Agreement and shall
agree to be bound by the terms hereof. Any person who shall exercise the Sub
Debt Warrants or options to purchase Units shall automatically be admitted as a
Member upon such person's execution and delivery of a counterpart to this
Agreement.
14. Dissolution. (a) Subject to the provisions of Section 15,
the Company shall be dissolved and its affairs wound up and terminated upon the
first to occur of the following:
(i) December 31, 2025;
(ii) the determination of the Board of Managers and a
Majority in Interest of Class A Members to dissolve the Company; or
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(iii) the occurrence of an Event of Withdrawal of a
Managing Member or any other event causing a dissolution of the Company
under Section 18-801 of the Delaware Act.
(b) Upon dissolution of the Company, the Company's affairs
shall be promptly wound up in accordance with the provisions of this Section 14.
The Company shall engage in no further business except as may be necessary, in
the reasonable discretion of the Board of Managers, to preserve the value of the
Company's assets during the period of dissolution and liquidation.
(c) Distributions to the Members in liquidation may be made in
cash or in kind, or partly in cash and partly in kind, as determined by the
Board of Managers. With respect to distributions in kind, the capital account of
each Member receiving such distribution shall be adjusted as if such distributed
property had been sold at fair market value and the gain or loss on such sale
had been allocated to such Member.
(d) The Net Profits and Net Losses of the Company during the
period of dissolution and liquidation shall be allocated among the Members in
accordance with the provisions of Section 7.
(e) The assets of the Company (including, without limitation,
proceeds from the sale or other disposition of any assets during the period of
dissolution and liquidation) shall be applied as follows:
(i) First, to repay any indebtedness of the
Company, whether to third parties or the Members, in the order of
priority required by law;
(ii) Next, to any reserves which the Board of
Managers reasonably deems necessary for contingent or unforeseen liabilities or
obligations of the Company (which reserves when they become unnecessary shall be
distributed in accordance with the provisions of (iii), below); and
(iii) Next, to the Members in proportion to
their respective positive capital account balances (after taking into account
all adjustments to the Members' capital accounts required under Section 14(d)).
15. Continuation of the Company. Notwithstanding the
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provisions of Section 14, the occurrence of an Event of Withdrawal of a Member
shall not dissolve the Company if within 90 days after the occurrence of such
Event of Withdrawal of a Member the business of the Company is continued by a
Majority in Interest of Members remaining after such Event of Withdrawal.
16. Limitation on Liability. 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 or Manager of the Company shall be obligated personally for any such
debt, obligation or liability of the Company solely by reason of being a Member
or Manager.
17. Amendments. Subject to the right of the Board of Managers
to amend this Agreement in accordance with the provisions of Section 2(c) to set
forth the terms of Class B Units, this Agreement may be amended only upon the
written consent of the Board of Managers and a Majority in Interest of Class A
Members.
18. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the state of Delaware.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Operating Agreement as of the date first written above.
AAS HOLDINGS, LLC
By: Terence C. Seikel
--------------------------------
Name: Terence C. Seikel
Title: Vice-President
CB CAPITAL INVESTORS, INC.
By: Donald J. Hofmann
------------------------------------------
Name: Donald J. Hofmann
Title:
The F. Alan Smith Family Limited Partnership
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The F. Alan Smith Family Limited Partnership
F. Alan Smith, General Partner
IPA MTECH INVESTORS, LLC
By: [SIG]
------------------------------------------
Name: [SIG]
Title: Partner
MASCOTECH, INC.
By:
----------------------------------------
Name:
Title:
THE BANDUCCI FAMILY, LLC
By: Barry Banducci
----------------------------------------
Name: Barry Banducci
Title: Manager
Marshall Gladchun
----------------------------------------
Marshall Gladchun
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Richard Borghi 5/3/97
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Richard Borghi
Gerard Jacobus Brink
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Gerard Jacobus Brink
K. Brink
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Koop Brink
J.W. Brink
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Jan Willem Brink
LAVERNE A. FARRIS TRUST
By: LaVerne A. Farris
--------------------------------
Name: LaVerne A. Farris
Title: Trustee
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Craig A. Stapleton
Barbara A. Rushing
-----------------------------------
Barbara A. Rushing
David A. Koslosky
-----------------------------------
David A. Koslosky
Winston P. Fowler 8/2/97
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Winston P. Fowler
Joseph A. DiLuca 8-1-97
-----------------------------------
Joseph A. DiLuca
Paul J. Biegansky 8-1-97
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Paul J. Biegansky
Terence Seikel
-----------------------------------
Terence Seikel
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Robert L. Fisher
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Robert L. Fisher
Roger T. Morgan
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Roger T. Morgan
-16-