EXHIBIT 3.5
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF ARMKEL, LLC
This AMENDMENT NO. 2 (this "Amendment") to the Amended and Restated Limited
Liability Company of Armkel, LLC (the "Company"), dated August 27, 2001 (the
"LLC Agreement"), is made effective as of September 24, 2001, by and between
Church & ▇▇▇▇▇▇ Co., Inc., a Delaware corporation ("C&D") and ▇▇▇▇▇ Protection
Venture, LLC, a Delaware limited liability company (the "▇▇▇▇▇ Member"), as the
members of the Company (the "Members").
RECITALS
WHEREAS, the Members are party to the LLC Agreement governing the operation
and management of the Company; and
WHEREAS, the Members desire to amend the LLC Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Members hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed thereto in the LLC Agreement.
Section 2. Amendment to LLC Agreement. Upon execution of this Amendment,
the LLC Agreement is hereby amended as follows.
(a) Section 7.1(a) of the LLC Agreement is hereby deleted in its entirety
and replaced with the following:
"(a) Net Losses shall be allocated among the Members as follows:
(i) First, to the Members in a manner that corresponds, in reverse
chronological order, to the allocations of Net Profits previously made,
without duplication, pursuant to Section 7.1(b);
(ii) Second, to the Members in accordance with Equity Interests
Percentages until the aggregate amount of Net Losses allocated to the
Members pursuant to this Section 7.1(a)(ii) for the current and all
previous Fiscal Years equals $10,000,000;
(iii) Third, to C&D until C&D's Adjusted Capital Account balance has
been reduced to zero;
(iv) Fourth, to the ▇▇▇▇▇ Member until the ▇▇▇▇▇ Member's Adjusted
Capital Account balance has been reduced to zero; and
(v) Fifth, the balance of any Net Losses to all Members in accordance
with their Equity Interests Percentage;"
Section 3. No Other Changes. Except as expressly amended hereby, the LLC
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. From and after the date on which this
Amendment becomes effective, the terms "Agreement," "this Agreement," "herein,"
"hereinafter," "hereto," and words of similar import used in the LLC Agreement
shall, unless the context otherwise requires, mean and refer to the LLC
Agreement as amended hereby.
Section 4. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THE PARTIES SUBJECT HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OR ANY OTHER
RULE, PRINCIPLE OR LAW THAT WOULD MAKE THE LAWS OF ANY JURISDICTION OTHER THAN
THE STATE OF DELAWARE APPLICABLE HERETO.
Section 5. Severability. The invalidity or unenforceability of any
provision of this Amendment in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Amendment in such
jurisdiction or the validity, legality or enforceability of this Amendment,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.
Section 6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Amendment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each Member has duly executed this Agreement as of the
day first above written.
CHURCH & ▇▇▇▇▇▇ CO., INC.
By: /S/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ PROTECTION VENTURE, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President