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EXHIBIT 3.10
VALLEY INDUSTRIES, LLC
(a Delaware Limited Liability Company)
OPERATING AGREEMENT
AUGUST 1, 1997
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TABLE OF CONTENTS
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1. Definitions; Rules of Construction 1
2. Name; Formation; Issuance of Units 3
3. Purpose; Acquisition of Seller's Assets 3
4. Offices 3
5. Management of the Company 4
6. Members 5
7. Capital Contributions; Issuance of Units; Capital Accounts 6
8. Distributions 7
9. Liability for Return of Capital 7
10. Administrative Matters 7
11. Transfers of Units and Interests 7
12. Withdrawal 8
13. Additional Members 8
14. Dissolution 8
15. Continuation of the Company 9
16. Limitation on Liability 9
17. Amendments 9
18. Governing Law 9
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SCHEDULES AND EXHIBITS
Schedules
Schedule I -Schedule of Members
Exhibits
Exhibit A -Bylaws of the Company
Exhibit B -Certificate of Formation
Exhibit C -Certificate of Amendment
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OPERATING AGREEMENT dated as of
August 1, 1997 of VALLEY INDUSTRIES,
LLC, a Delaware limited liability
company (the "Company"), among the
Company and the parties listed on
SCHEDULE I.
The parties are entering into this Agreement for the purpose of
forming a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 Del. C. Section 18-lOl et SEQ. (the
"Delaware Act").
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:
"ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement
dated as of the date hereof entered into simultaneously with the execution and
delivery of this Agreement among Valley Industries, Inc., Fisher Parent Holdings
Limited Partnership, Fisher Family Holdings Limited Partnership, Fisher Parent
Holdings, Inc. Fisher Family Holdings, Inc., [Citicorp Trust, South Dakota, as
Trustees, and solely in their capacities as such Trustees, under certain Trust
Agreements dated August 1997 with Robert L. Fisher as settlorl,
Robert L. Fisher, Roger T. Morgan, AAS Holdings, LLC and the Company.
"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 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.
'COMPANY BUSINESS" shall have the meaning set forth in the Asset
Purchase Agreement.
"DELAWARE ACT" has the meaning ascribed to such term in the first
paragraph.
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"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.
"HOLDINGS' means AAS Holdings, LLC, a Delaware limited liability
company.
"INTEREST" means the ownership interest of a Member in the
Company, consisting of (1) 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.
"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.
"MANAGER" means a member of the Board of Managers as designated
in, or selected pursuant to, Section 5.
"MAJORITY IN INTEREST OF THE 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 and who shall be
admitted as additional or substituted Members pursuant to this Agreement, so
long as they remain Members.
"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.
"PARENT" means Advanced Accessory Systems, LLC, a Delaware
limited liability company.
"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.
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"SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.
"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.
"TRANSFER" shall have the meaning set forth in Section 11.
"UNITS" shall have the meaning set forth in Section 2(c).
(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 "Valley Industries, 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 Sean
Fallon (such Person being hereby authorized to take such action) with the
Secretary of State of the State of Delaware of a certificate of formation (the
"Certificate of the Company in the form attached hereto as EXHIBIT B on July 25,
1997.
(c) The Company shall be authorized to issue from time to time up to
1,000 units (the "Units") which may be issued pursuant to such agreements as the
Board or a committee thereof shall approve, including pursuant to options on
warrants.
(d) The parties hereto ratify and confirm the filing of the
Certificate.
3. PURPOSES; ACQUISITION OF SELLER'S ASSETS. (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.
(b) Without limiting the generality of Section 3(a), the initial
purpose of the Company shall be to acquire the Company Business (as such term is
defined in the Asset Purchase Agreement), and to continue the operation of the
Business as a going concern.
4. OFFICES. (a) The principal office of the Company, and such
additional
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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 designated from time to time.
(b) The registered office of the Company in the State of Delaware is
located at 9 East Lockerman Street, Dover, Delaware 19901. The registered agent
of the Company for service of process at such address is National Registered
Agents, 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 six (6) Managers. The Board of Managers shall be selected by a
Majority in Interest of the Members. A member of the Board of Managers that is
not an individual may act through its duly authorized representative.
(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, 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 the 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,
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die, become incapacitated or are removed. Any Manager can be removed with or
without cause by the vote of a Majority in Interest of the 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.
6. MEMBERS; REPRESENTATIONS OF MEMBERS; REPRESENTATIONS OF COMPANY.
(a) The name and business, mailing or residence address of the initial
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
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cannot be offered for sale or sold by such Member or by anyone acting for
the 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 initial Members have contributed to the Company on the date hereof one
dollar ($1) per Unit by payment of cash in such amount.
(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
(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 Units according to their respective holdings of such Units.
(c) 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 (1) the adjustments permitted or required by Code
Section 704(b) and, to the extent applicable, the principles expressed in 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 Code
Section 704(b).
(d) Any Member, including any substituted Member, who shall receive
any Units by means of a transfer to it or him of Units of another Member shall
have a capital account that reflects the capital account associated with the
transferred Units.
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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 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 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 Holdings
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 Members (excluding Members that are transferring
Units), which consent may be withheld in their sole discretion. Any Transfer or
attempted Transfer of any Interest in 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
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from time to time to reflect Transfers made in accordance with, and as permitted
under, this Section ii.
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 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.
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 the Members to dissolve the Company; or
(iii) the occurrence of an Event of Withdrawal of a 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.
(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.
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(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 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 the 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. This Agreement may be amended only upon the written
consent of the Board of Managers and a Majority in Interest of the 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.
VALLEY INDUSTRIES, LLC
By: /s/ Terene Seikel
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Name: Terence C. Seikel
Title:
ADVANCED ACCESSORY SYSTEMS, LLC
By: /s/ Terene Seikel
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Name: Terence C. Seikel
Title:
AAS HOLDiNGS, LLC
By: /s/ Terene Seikel
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Name: Terence C. Seikel
Title:
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Schedule I -Schedule of Members
Advanced Accessory Systems, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313
AAS Holdings, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313