EXHIBIT 3.i.(f)
LIMITED LIABILITY COMPANY AGREEMENT
OF
IMC USA INC. LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this "AGREEMENT") of IMC USA
INC. LLC, a Delaware limited liability company (the "COMPANY"), is made as of
November 20, 2001 (the "EFFECTIVE DATE"), by ▇▇▇▇▇▇ Chemical North America LLC,
a Delaware limited liability company ("HCNA").
WHEREAS, HCNA desires to form the Company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 DEL. C. Section
18-101, ET SEQ.), as amended from time to time (the "ACT").
NOW, THEREFORE, HCNA hereby duly adopts this Agreement pursuant to and
in accordance with the Act, and hereby agrees as follows:
1. NAME; CERTIFICATE OF FORMATION. The name of the limited liability
company is IMC USA Inc. LLC. The Certificate of Formation of the Company dated
November 20, 2001 was filed in the office of the Secretary of State of the State
of Delaware on November 20, 2001.
2. DEFINITIONS. Capitalized terms not otherwise defined herein shall have
the meanings set forth therefor in Section 18-101 of the Act.
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 and engaging in any and all activities necessary or
incidental to the foregoing.
4. MEMBER PERCENTAGES. The interests of each Member in the Company (the
"MEMBERSHIP INTERESTS") and the business address of each Member are set forth on
SCHEDULE A hereto.
5. REGISTERED OFFICE AND DESIGNATED AGENT FOR SERVICE OF PROCESS. The
registered office of the Company in the State of Delaware shall be located at
c/o The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The registered Agent of the Company for service of
process at such address is The Corporation Trust Company.
6. OFFICERS. The Members hereby appoint the following named persons to be
officers of the Company (the "OFFICERS") and to serve with the title indicated:
NAME TITLE
▇▇▇▇ ▇. ▇▇▇▇▇ President
J. ▇▇▇▇ ▇▇▇▇▇▇ Vice President
Rose ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary
E. ▇▇▇▇ ▇▇▇▇ Jr. Treasurer
Rose ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ Assistant Secretary
7. POWERS. The business and affairs of the Company shall be managed by
the Members. The Members shall have the power to do any and all acts necessary
or convenient to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by members under the
laws of the State of Delaware. Each of the Officers is hereby designated as an
authorized person, within the meaning of the Act, to execute, deliver and file
the certificate of conversion of the Company (and any amendments and/or
restatements thereof) and 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.
8. MANAGEMENT. The officers shall have the sole and exclusive power and
authority to act for and bind the Company. The Members shall have the exclusive
right to manage the business and affairs of the Company and may delegate such
management rights, powers, duties and responsibilities to one or more Officers
or such other person or persons designated by them as they may determine,
provided that such delegation shall not cause the Members to cease being
Members. Pursuant to their discretion to do so under this Section 8, and subject
to any limitations adopted by the Members, the Members hereby delegate to each
of the Officers the nonexclusive power and authority to act as an agent of the
Company and, in such capacity, to bind the Company in the ordinary course of the
Company's business and to execute any and all documents to be signed by the
Company. Notwithstanding the foregoing delegation of power, no Officer shall
have the authority to make any distributions or sell any assets of the Company
without the consent of all Members.
9. DISSOLUTION. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the Members, (b) the retirement, resignation, expulsion, insolvency, bankruptcy
or dissolution of any of the Members or the occurrence of any other event which
terminates the continued membership of any of the Members in the Company, or
(c) the entry of a decree of judicial dissolution under Section 18-802 of the
Act.
10. CAPITAL CONTRIBUTIONS. The Members shall make capital contributions to
the Company from time to time, in cash, securities or other property, in amounts
and at times as determined by the Members, and in proportion to their respective
Membership Interests.
11. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated among the Members in proportion to their respective
Membership Interests.
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12. DISTRIBUTIONS. Distributions shall be made to the Members at the times
and in the amounts determined by the Members. Such distributions shall be
allocated among the Members in proportion to their respective Membership
Interests.
13. UNITS; UNIT CERTIFICATES. Each Member's interest in the Company shall
be represented by units owned by such Member ("UNITS"). The Company may in its
discretion issue to each Member listed on Schedule A hereto certificates
representing the membership interest held by such Member. Each such Member
hereby agrees that the Units issued by the Company shall be securities governed
by Article 8 of the Uniform Commercial Code of the State of Delaware (and the
Uniform Commercial Code of any other applicable jurisdiction). Certificates
issued by the Company pursuant to this Section 13 may be signed by any Chairman,
President, Vice President, Secretary or Assistant Secretary of the Company.
14. SINGLE MEMBER LLC; ASSIGNMENTS. The Company shall not admit to the
Company more than one Member at any point in time. The sole Member of the
Company set forth on Schedule A hereto shall not transfer its membership
interest in the Company except by transferring all of its interests in the
Company to one person such that following such transfer such person shall be the
sole Member of the Company. No Member may assign in whole or in part its limited
liability company interest without the consent of the other Members, which
consent may be granted or withheld in such Member's sole and absolute
discretion.
15. RESIGNATION. No Member may resign from the Company without the consent
of each of the other members.
16. LIABILITY OF MEMBER; INDEMNIFICATION. The Members shall not have any
liability to the Company, any other Members or any third party for the
obligations or liabilities of the Company except to the extent required by the
Act. The Company shall, to the full extent permitted by applicable law,
indemnify and hold harmless each Member and each Officer against liabilities
incurred by it in connection with any action, suit or proceeding to which it may
be made a party or otherwise involved or with which such Member or such Officer
shall be threatened by reason of its being a Member or Officer or while acting
as a Member or Officer on behalf of the Company or in its interest.
17. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
18. AMENDMENT. This Agreement may only be amended by a writing duly signed
by each of the Members.
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IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Limited Liability Company Agreement as of the Effective Date.
▇▇▇▇▇▇ CHEMICAL NORTH AMERICA LLC
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SCHEDULE A
Name and Address of Members Membership Interest % Ownership Interest
--------------------------- ------------------- --------------------
▇▇▇▇▇▇ CHEMICAL NORTH 100 units 100%
AMERICA LLC
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CERTIFICATE OF FORMATION
OF
IMC USA INC, LLC
This Certificate of Formation is being executed as of November 20,
2001, for the purpose of forming a limited liability company pursuant to the
Delaware Limited Liability Company Act, 6 DEL. C. Sections 18-101. ET SEQ.
The undersigned, being duly authorized to execute and file this
Certificate, does hereby certify as follows:
1. NAME. The name of the limited liability company is IMC USA
Inc. LLC (the "Company").
2. REGISTERED OFFICE AND REGISTERED AGENT. The Company's
registered office in the State of
Delaware is located at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The
registered agent of the Company for service of process at such address
is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Formation as of the day and year first above written.
By: /s/ ▇▇▇▇▇▇▇ ▇. Beach
-----------------------------------------
▇▇▇▇▇▇▇ ▇. Beach, an Authorized Person
[SEAL]