OPERATING AGREEMENT OF DELAWARE LIMITED LIABILITY COMPANY
Exhibit 3.17
OF
DELAWARE LIMITED LIABILITY COMPANY
This Operating Agreement (the “Agreement”) effective as of this 31st day of
October, 2007, by, between and among the Members confirms our understanding as to the matters
contained herein.
The parties hereto agree as follows:
ARTICLE I.
Definitions
SECTION 1.1. As used herein, the following terms and phrases shall have the meanings
indicated:
A. “Act” shall mean the Delaware Limited Liability Company Act, as amended.
B. “Capital Account” shall mean, with respect to each Member, the account established for each
Member pursuant to Section 6.5, which will initially equal the Capital Contributions of such Member
and will be (a) increased by the amount of Net Profits allocated to such Member and (b) reduced by
the amount of Net Losses allocated to such Member and the amount of Cash Flow distributed to such
Member. Members’ Capital Accounts shall be determined and maintained in accordance with the rules
of paragraph (b)(2)(iv) of Regulation Section 1.704-1 of the Code.
C. “Capital Contributions” shall mean the fair market value of the amounts contributed by the
Members pursuant to Section 6.1.
D. “Cash Flow” shall have the meaning provided in Section 7.1.
E. “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding
provisions of subsequent revenue laws.
F. “Operating Managers” shall mean the Member or Members selected by the Members at a meeting
of Members duly called and held for such purpose to serve as Operating Manager or Operating
Managers of the Company.
G. “Members” shall mean the persons designated as such in this Agreement, any successor(s) to
their interests as such in the Company; and any other person who pursuant to this Agreement shall
become a Member, and any reference to a “Member” shall be to any one of the then Members.
H. “Net Profits” and “Net Losses” shall mean the net profit or net loss, respectively, of the
Company determined in accordance with Section 8.1.
I. The words “Membership Interest” shall mean a Member’s interest in the Company which shall
be in the proportion that the Member’s share of the profits and losses of the Company bears to the
aggregate shares of all the Members determined in accordance with
section 18-503 of the Act which states that profits and losses shall be allocated on the basis of
the value of the contributions of each Member as stated in the Operating Agreement. A Membership
Interest may be evidenced by a certificate issued by the Company. A Membership Interest may be
expressed on a certificate as “Units” where a Member’s Units bears the same relationship to the
aggregate. Units of all Members that the Member’s Membership Interest bears to the aggregate
Membership Interests of all Members. A Member’s Interest may be a certificated security or an
uncertificated security within the meaning of section 8-102 of the uniform commercial code if the
requirements of section 8-103(c) are met, and if the requirements are not met such interest shall,
for purposes of the uniform commercial code, be deemed to be a general intangible asset.
J. “Company” shall mean this limited liability company, to wit: .
K. “Person” shall mean any natural person, corporation, partnership, joint venture,
association, limited liability company or other business or legal entity.
ARTICLE II.
Organization of the Company
SECTION 2.1. The purpose of the Company is to conduct any lawful business for which limited
liability companies may be organized and to do all things necessary or useful in connection with
the foregoing.
SECTION 2.2. The Members shall be Members in the Company and shall continue to do business
under the name of the Company until the Operating Managers shall change the name or the Company
shall terminate.
SECTION 2.3. The principal address of the Company shall be such place or places as the
Operating Managers may determine. The Operating Managers will give notice to the Members promptly
after any change in the location of the principal office of the Company.
SECTION 2.4. The Company shall terminate on the date provided in the Certificate of Formation,
except that the Company may terminate prior to such date as provided in this Agreement.
SECTION 2.5. The Company name shall be “SPIRIT AEROSYSTEMS INVESTCO LLC”.
ARTICLE III.
Status of Members
SECTION 3.1. No Member will be bound by, or be personally liable for the expenses, liabilities
or obligations of the Company.
SECTION 3.2. No Member will be entitled to withdraw any part of his Capital Account or to
receive any distributions from the Company except as expressly provided in this Agreement.
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SECTION 3.3. No Member will have the right to require partition of the property or to compel
any sale or appraisal of the Company’s assets or any sale of a deceased Member’s interest in the
Company’s assets, notwithstanding any provision of law to the contrary.
ARTICLE IV.
Meeting of Members
SECTION 4.1. An annual meeting of Members shall be held within five (5) months after the close
of the fiscal year of the Company on such date and at the time and place (either within or without
the state of its organization) as shall be fixed by the Members. At the annual meeting, the Members
shall elect the Operating Managers and transact such other business as may properly be brought
before the meeting.
SECTION 4.2. A special meeting of Members may be called at any time by the Operating Managers
and shall be called by the Operating Managers at the request in writing of that Membership interest
specified in Schedule C of the Members entitled to vote at such meeting. Any such request shall
state the purpose or purposes of the proposed meeting. Business transacted at any special meeting
of Members shall be confined to the purposes set forth in the notice thereof.
SECTION 4.3. Written notice of the time, place and purpose of every meeting of Members (and,
if other than an annual meeting, the person or persons at whose direction the meeting is being
called), shall be given by the Operating Managers to each Member of record entitled to vote at such
meeting, not less than ten nor more than sixty days prior to the date set for the meeting. Notice
shall be given either personally or by mailing said notice by first class mail to each Member at
his address appearing on the record book of the Company or at such other address supplied by him in
writing to the Operating Managers of the Company for the purpose of receiving notice.
A written waiver of notice setting forth the purposes of the meeting for which notice is
waived, signed by the person or persons entitled to such notice, whether before or after the time
of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The
attendance by a Member at a meeting either in person or by proxy without protesting the lack of
notice thereof shall constitute a waiver of notice of such Member.
All notices given with respect to an original meeting shall extend to any and all adjournments
thereof and such business as might have been transacted at the original meeting may be transacted
at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of
the time and place of the adjourned meeting is made at the original meeting.
SECTION 4.4. The holders of a majority in interest of the Members present in person or
represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members
except as otherwise provided by statute or the Certificate of Formation. If, however, a quorum
shall not be present or represented at any meeting of Members, the Members entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the meeting as
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originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed
broken by the subsequent withdrawal of any Members.
SECTION 4.5. Every Member entitled to vote at any meeting shall be entitled to vote in
accordance with his membership interest in the Company held by him of record on the date fixed as
the record date for said meeting and may so vote in person or by proxy. Any Company action shall be
authorized by a majority in interest of the votes cast by the Members entitled to vote thereon
except as may otherwise be provided by statute, the Certificate of Formation or this Operating
Agreement.
SECTION 4.6. Every proxy must be signed by the Member entitled to vote or by his duly
authorized attorney-in-fact and shall be valid only if filed with the Operating Managers of the
Company prior to the commencement of voting on the matter in regard to which said proxy is to be
voted. No proxy shall be valid after the expiration of eleven months from the date of its execution
unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of
the person executing it except as otherwise provided by statute. Unless the proxy by its terms
provides for a specific revocation date and except as otherwise provided by statute, revocation of
a proxy shall not be effective unless and until such revocation is executed in writing by the
Member who executed such proxy and the revocation is filed with the Operating Managers of the
Company prior to the voting of the proxy.
SECTION 4.7. All meetings of Members shall be presided over by the Operating Managers, or if
not present, by a Member thereby chosen by the Members at the meeting. The Operating Managers or
the person presiding at the meeting shall appoint any person present to act as secretary of the
meeting.
SECTION 4.8. For the purpose of determining the Members entitled to notice of, or to vote at
any meeting of Members or any adjournment thereof or to express consent or dissent from any
proposal without a meeting, or for the purpose of determining the Members entitled to receive
payment of any distribution of Cash Flow or the allotment of any rights, or for the purpose of any
other action, the Members may fix, in advance, a date as the record date for any such determination
of Members. Such date shall not be more than fifty nor less than ten days before the date of any
meeting nor more than fifty days prior to any action taken without a meeting, the payment of any
distribution of Cash Flow or the allotment of any rights, or any other action. When a determination
of Members of record entitled to notice of, or to vote at any meeting of Members has been made as
provided in this Section, such determination shall apply to any adjournment thereof, unless the
Members fix a new record date under this Section for the adjourned date.
SECTION 4.9. The Company shall be entitled to treat the holder of record of any membership
interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Membership Interest on the part of any other person
whether or not it shall have express or other notice thereof, except as otherwise provided by the
Act.
ARTICLE V.
Management
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SECTION 5.1. Management of the Company shall be vested in all of the Members who shall also
serve as Operating Managers of the Company. The Operating Managers shall vote in proportion to
their Membership Interests in the Company. Except as otherwise provided in this Agreement, all
decisions of the Operating Managers shall be by a majority in interest of the Members. All
Operating Managers must be Members of the Company. No Member will take part in or interfere in any
manner with the conduct or control of the business of the Company or have any right or authority to
act for or bind the Company except as provided in this Agreement.
SECTION 5.2. The Operating Managers shall hold office for the term for which elected and until
a successor has been elected and qualified. A vacancy in the office of Operating Manager arising
from any cause may be filled for the unexpired portion of the term by the Members.
SECTION 5.3. Any Operating Manager may resign at any time by giving written notice to the
Members. Any such resignation shall take effect at the time specified therein or, if the time is
not specified therein, upon the receipt thereof, irrespective of whether any such resignations
shall have been accepted.
SECTION 5.4. The Company shall be managed by the Operating Managers and the conduct of the
Company’s business shall be controlled and conducted solely and exclusively by the Operating
Managers in accordance with this Agreement. In addition to and not in limitation of any rights and
powers conferred by law or other provisions of this Agreement, the Operating Managers shall have
and may exercise on behalf of the Company all powers and rights necessary, proper, convenient or
advisable to effectuate and carry out the purposes, business and objectives of the Company, and to
maximize Company profits.
SECTION 5.5. Notwithstanding the foregoing, the Operating Managers may not make any of the
management decisions stated in Schedule B without obtaining the consent of that Membership interest
stated in Schedule B.
SECTION 5.6. The Operating Manager shall serve as Tax Matters Member as such term is defined
in Code Section 6231 (a)(7).
SECTION 5.7. Any person made or threatened to be made a party to an action or proceeding,
whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or
was a manager, member, employee or agent of the Company, or then serves or has served on behalf of
the Company in any capacity at the request of the Company, shall be indemnified by the Company
against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in
connection with the defense of such action or proceeding or in connection with an appeal therein,
to the fullest extent permissible by the Act. Such right of indemnification shall not be deemed
exclusive of any other rights to which such person may be entitled.
ARTICLE VI.
Capital
SECTION 6.1. The Members have contributed to the Company in exchange for their membership
interests their interests the cash and other property as set forth on Schedule A, annexed hereto.
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SECTION 6.2. The fair market value and the adjusted basis of the contributing Member of any
property other than cash contributed to the Company by a Member shall be set forth on Schedule A,
annexed hereto.
SECTION 6.3. Except as expressly provided in this Agreement, no Member shall be required to
make any additional contributions to the capital of the Company.
SECTION 6.4. No interest shall be paid on the Capital Account of any Member.
SECTION 6.5. A Capital Account shall be established for each Member on the books and records
of the Company in accordance with section 1.1.B. If any assets of the Company are distributed to
the Members in kind, the Capital Accounts of the Members shall be adjusted to reflect the
difference between the fair market value of such assets on the date of distribution and the basis
of the Company in such assets.
ARTICLE VII.
Distributions of Cash
SECTION 7.1. The Company shall distribute to the Members from time to time all cash
(regardless of the source thereof) of the Company which is not required for the operation or the
reasonable working capital requirements of the Company (such cash is sometimes referred to herein
as “Cash Flow”). For purposes of this Agreement all Cash Flow allocated to the Members shall be
allocated among them in proportion to their respective Membership Interests.
SECTION 7.2. Distributions of Cash Flow shall be made from time to time in such manner as
determined by the Operating Managers.
ARTICLE VIII.
Profits and Losses
SECTION 8.1. The Net Profits and Net Losses of the Company shall be the net profits and net
losses of the Company as determined for Federal income tax purposes.
SECTION 8.2. The Net Profits and Net Losses of the Company and each item of income, gain,
loss, deduction or credit entering into the computation thereof, shall be allocated to the Members
in the same proportions that they share in distributions of Cash Flow pursuant to Section 7.1, or
if there is no Cash Flow, that they would have shared if there had been Cash Flow.
SECTION 8.3. References herein to “Reg. Sec.”, are to the regulations promulgated by the
United States Treasury to the Code. The terms “minimum gain”, “minimum gain chargeback”, “qualified
income offset”, “nonrecourse deduction” and “nonrecourse liability” are to be interpreted
consistent with the definitions and use of such terms in Reg. Sec. 1.704-2 and Reg. Sec. 1.704-1.
“Nonrecourse liability” means any liability with respect to which no Member bears the risk of loss
under Code Section 752. The following special allocations shall be made in the following order:
A. Except as otherwise set forth in Reg. Sec. 1.704-2(f), if there is a net decrease in
minimum gain, during the fiscal year of the Company, each Member, shall be
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specially allocated items of gross income and gain for such fiscal year (and, if necessary,
subsequent fiscal years) in an mount equal to that Member’s share of the net decrease of minimum
gain determined in accordance with Reg. Sec. 1.704-2(g). Allocations in accordance with this
Section shall be made first from the disposition of Company assets subject to nonrecourse
liabilities, to the extent of the minimum gain attributable to those assets, and thereafter, from a
pro-rata portion of the Company’s other items of income and gain for the taxable year. This Section
is intended to comply with the minimum gain chargeback requirement of Reg. Sec. 1.704-2(f).
B. Except as otherwise set forth in Reg. Sec. l.704-2(i)(4), if there is a net decrease in a
Member’s nonrecourse liability minimum gain attributable to Members’ nonrecourse liabilities during
any fiscal year, each Member who has a share of the Member nonrecourse liability minimum gain
attributable to Member nonrecourse liability shall be specially allocated items of gross income and
gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to that
Member’s share of the net decrease in Members’ nonrecourse debt minimum gain attributable to such
Member nonrecourse debt. Allocations pursuant to this Section shall be made first from gain
recognized from the disposition of Company assets subject to Member nonrecourse liabilities to the
extent of Member minimum gain attributable to those assets, and thereafter, from a pro-rata portion
of the Company’s other items of income and gain for the fiscal year. This section is intended to
comply with the minimum gain chargeback requirements of Reg. Sec. 1.704-2(i).
C. A Member who unexpectedly receives an adjustment, allocation or distribution described in
(4), (5) or (6) of Reg. Sec. 1.704-1 (b)(2)(ii)(d) will be allocated items of income and gain in an
amount and manner sufficient to eliminate such deficit balance as quickly as possible. An
allocation shall be made pursuant to this Section and if and to the extent a Member would have a
deficit in his adjusted Capital Account after all other allocations provided for in this Section
8.3 were made as if this paragraph were not in the agreement.
D. Nonrecourse deductions shall be allocated among the Members in the same proportion in which
they share the Cash Flow of the Company.
E. Any nonrecourse deduction shall be allocated to any Member who bears the economic risk of
loss with respect to the Member nonrecourse liability to which such deduction is attributable.
SECTION 8.4. Any Company gain or loss realized with respect to property, other than money,
contributed to the Company by a Member shall be shared among the Members pursuant to Code section
704(c) and regulations to be promulgated thereunder so as to take account of the difference between
the Company basis and the fair market value of the property at the time of the contribution
(“built-in gain or loss”). Such built-in gain or loss shall be allocated to the contributing Member
upon the disposition of the property.
ARTICLE IX.
Admission and Withdrawal of a Member
SECTION 9.1. A Member may transfer his interest in the Company to another person or entity
only with the prior unanimous consent of the other Members either in writing or at a meeting called
for such purpose. If all of the other Members do not approve of the transfer, the
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transferee shall have no right to participate in the management of the business and affairs of the
Company or to become a Member. The transferee shall be entitled to receive the share of profits,
losses and Cash Flow or other compensation by way of income and the return of contributions to
which the transferor otherwise would be entitled.
SECTION 9.2. The Members agree to sign such additional documents as may be required in order
to admit additional Members to the Company, pursuant to section 9.1 as well as, among other things,
to provide for the division of profits, losses and Cash Flow among the Members.
SECTION 9.3. All costs and expenses incurred by the Company in connection with the assignment
of a Member’s interest, including any filing fees and publishing costs and the fees and
disbursements of counsel, shall be paid by the assigning Member.
SECTION 9.4. Each person who becomes a Member in the Company, by becoming a Member, shall and
does hereby ratify and agree to be bound by the terms and conditions of this Agreement.
ARTICLE X.
Termination or Dissolution of Company
SECTION 10.1. The Company shall be terminated prior to the date of expiration of the term as
provided in Section 2.4 if (a) the Members consent that the Company should be terminated and
dissolved, or (b) the Company is dissolved pursuant to this Agreement.
SECTION 10.2. The Company shall be terminated in the event any Member (i) withdraws, resigns
or is expelled from the Company; (ii) makes an assignment for the benefit of creditors, is the
subject of an order for relief under Title 11 of the United States Code, files a petition or answer
seeking for himself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law or regulation, files an answer or other
pleading admitting or failing to contest the material allegations of a petition filed against him
in any proceeding of this nature, seeks, consents to, or acquiesces in the appointment of a
trustee, receiver or liquidator for of all or any substantial part of his properties; (iii) dies;
or (iv) a judgment is entered by a court of competent jurisdiction adjudicating him incompetent to
manage his person or his property.
SECTION 10.3. If the Company is dissolved, the owners of a majority in interest of the
remaining Members may elect to reconstitute and continue the Company as a successor Company upon
the same conditions as are set forth in this Agreement. Any such election to continue the Company
will not result in the creation of a new Company among the remaining Members, nor will such
election require the amendment of this Agreement or the execution of an amended Agreement.
SECTION 10.4. Upon the termination and dissolution of the Company, the then Operating Manager,
or Operating Managers, if any, or, if there is no Operating Manager, any person elected to perform
such liquidation by the written consent of the owners of a majority in interest of the Members,
shall proceed to the liquidation of the Company. The proceeds of such liquidation shall be applied
and distributed as follows:
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A. If any assets of the Company are to be distributed in kind, such assets shall be
distributed on the basis of the fair market value thereof, and any Member entitled to any interest
in such assets shall receive such interest therein as a tenant-in-common with all other Members so
entitled. The fair market value of such assets shall be determined by an independent appraiser to
be selected by the Company’s independent public accountants. The amount by which the fair market
value of any property to be distributed in kind to the Members exceeds or is less than the basis of
such property, shall, to the extent not otherwise recognized by the Company, be taken into account
in computing Net Profits or Net Losses (and shall be allocated among the Members in accordance with
Section 8.2) for purposes of crediting or charging the Capital Accounts of, and liquidating
distributions to, the Members under Section 10.4.B.
B. All distributions upon liquidation of the Company shall be distributed as follows: to each
of the Members, in proportion to the amounts of their respective positive Capital Accounts, as such
accounts have been adjusted (i) in accordance with Section 6.5 to reflect the Net Profit or Net
Loss realized or incurred upon the sale of the Company’s property or assets and any deemed sale
pursuant to Section l0.4.A; (ii) in accordance with Section 8.2 to reflect all Net Profits or Net
Losses with respect to the year of liquidation. No Member shall be liable to repay the negative
amount of his Capital Account.
SECTION 10.5. Each of the Members shall be furnished with a statement, reviewed by the
Company’s independent public accountants, which shall set forth the assets and liabilities of the
Company as of the date of the Company’s liquidation. Upon completion of the liquidation, the
Operating Managers shall execute and cause to be filed a Certificate of Dissolution of the Company
and any and all other documents necessary with respect to termination of the Company.
ARTICLE XI.
Books and Reports
SECTION 11.1. The Operating Managers shall cause the Company to maintain the following
records:
A. Complete and accurate books of account, in which shall be entered, fully and accurately,
each and every transaction of the Company, shall be kept by the Operating Managers at the principal
office of the Company. The fiscal year of the Company shall be the calendar year. The books of
account of the Company shall be kept in accordance with sound accounting practices and principles
applied in a consistent manner by the Company; provided, however, that all methods of accounting
and treating particular transactions shall be in accordance with the methods of accounting employed
for Federal income tax purposes. All determinations by the Operating Managers with respect to the
treatment of any item or its allocation for Federal, state or local tax purposes shall be binding
upon all the Members unless the determination is inconsistent with any express provision of this
Agreement.
B. A current list of the full name and last known mailing address of each Member set forth in
alphabetical order together with the contribution and share in profits and losses of each Member; a
copy of the Certificate of Formation of the Company and any amendments thereto; a copy of the
Company Operating Agreement and any amendments thereto; a copy of the Company’s federal, state and
local income tax returns for the three most recent fiscal years.
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C. Any Member shall have the right from time to time at his expense to have his accountants
and representatives examine and/or audit the books and records of the Company and the information
referred to in this Section, and the Operating Managers will make such books and records and
information available for such examinations and/or audits.
SECTION 11.2. No value shall be placed for any purpose upon the Company name or the right to
its use, or upon the goodwill of the Company or its business. Upon termination or dissolution of
the Company (without reconstitution thereof) as provided in this Agreement, neither the Company
name or the right to its use, nor the goodwill of the Company, shall be considered as an asset of
the Company.
SECTION 11.3. The Operating Managers will cause to be sent to the Members within a reasonable
period after the close of each year the following: (a) annual statements of the Company’s gross
receipts and operating expenses, and the capital accounts of each Member, prepared by the Company’s
independent public accountants, to be transmitted to each Member; and (b) a report to be
transmitted to each Member indicating the Member’s share of the Company’s profit or loss for that
year and the Member’s allocable share of all items of income, gain, loss, deduction, and credit,
for Federal income tax purposes.
ARTICLE XII.
Tax Elections
SECTION 12.1. In the event of a transfer of a Member’s interest, or upon the death of a
Member, or in the event of the distribution of Company property to any party hereto, the Company
may (but need not necessarily) file an election, in accordance with Section 754 of the Code to
cause the basis of the Company property to be adjusted for Federal income tax purposes, as provided
by Sections 734 and 743 of the Code.
ARTICLE XIII.
Miscellaneous
SECTION 13.1. Any notice or other communication under this Agreement shall be in writing and
shall be considered given when mailed by registered or certified mail, return receipt requested, to
the parties at the following addresses (or at such other address as a party shall have previously
specified by notice to the others as the address to which notice shall be given to him):
A. If to the Company, to it in care of the Operating Managers at the address of the Company.
B. If to the Operating Managers, to them at the address of the Company.
C. If to any Member, to him at his address set forth on the books and records of the Company.
SECTION 13.2. This Agreement contains a complete statement of all of the arrangements among
the parties with respect to the Company and cannot be changed or terminated orally or in any manner
other than by a written agreement executed by all of the Members. There are no representations,
agreements, arrangements or understandings, oral or
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written, between or among the parties relating to the subject matter of this Agreement which are
not fully expressed in this Agreement.
SECTION 13.3. This Agreement shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Agreement to be drafted.
SECTION 13.4. This Agreement is intended to be performed in accordance with, and only to the
extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdiction in
which the Company does business. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall for any reason and to any extent, be invalid or unenforceable,
the remainder of this Agreement and the application of that provision to other persons or
circumstances shall not be affected, but rather shall be enforced to the extent permitted by law.
Any action to enforce this Agreement may be brought in the Court of Chancery.
SECTION 13.5. Anything hereinbefore in this Agreement to the contrary notwithstanding, all
references to the property of the Company are deemed to include the profits, losses and Cash Flow
of the property.
SECTION 13.6. Irrespective of the place of execution or performance, this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed in the State of Delaware.
SECTION 13.7. The captions, headings and table of contents in this Agreement are solely for
convenience of reference and shall not affect its interpretation.
SECTION 13.8. This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which shall be deemed to constitute a single document.
SECTION 13.9. Whenever the context so requires, the male gender when used herein shall be
deemed to include the female gender, the female gender shall be deemed to include the male gender,
the singular shall be deemed to include the plural and the plural shall be deemed to include the
singular.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and
year first above written.
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Member: | SPIRIT AEROSYSTEMS INTERNATIONAL HOLDINGS., INC. | |||
| Title: | SECRETARY | |||
| Name: | ||||
| Member: | ||||
| Name: | ||||
| Member: | ||||
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SCHEDULE A
In alphabetical order, list name of Member, Membership Interest, address, social security number,
and amount of capital contribution:
SPIRIT AEROSYSTEMS INTERNATIONAL HOLDINGS, INC.
|
100% | |||||||
Name of Member
|
Membership Percentage Interest | |||||||
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |||||||
Street Address
|
City, State and Zip code | |||||||
N/A
|
N/A | |||||||
Taxpayer I.D. Number
|
Name of Principal if Entity | |||||||
1,000.00 |
||||||||
Capital Contribution |
||||||||
Name of Member
|
Membership Percentage ▇▇▇▇▇▇▇▇ | |||||||
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
▇▇▇▇, ▇▇▇▇▇ and Zip code | |||||||
Taxpayer I.D. Number
|
Name of Principal if Entity | |||||||
Capital Contribution |
||||||||
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SCHEDULE B
The following management decisions shall require the consent of greater than a majority of the
Membership interests:
Decision
|
Required Membership Interest | |||
ALL
|
100% | |||
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SCHEDULE C
The Membership interest required to call a meeting of Members shall be:
100 Percent
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