EXHIBIT 3.2
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TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
LIMITED LIABILITY COMPANY AGREEMENT
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TABLE OF CONTENTS
Page
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ARTICLE I. FORMATION OF COMPANY......................................................... 1
1.1. Formation of the Company....................................................... 1
1.2. Name........................................................................... 1
1.3. Principal Office of Company.................................................... 1
1.4. Purposes....................................................................... 1
1.5. Term........................................................................... 1
1.6. Definitions.................................................................... 1
1.7. Status of Members.............................................................. 2
ARTICLE II. CAPITAL...................................................................... 3
2.1. Capital Contributions.......................................................... 3
2.2. Capital Accounts............................................................... 3
2.3. Withdrawal of Capital.......................................................... 3
ARTICLE III. ALLOCATIONS OF NET INCOME AND NET LOSS....................................... 3
3.1. Allocations of Net Income and Net Loss......................................... 4
3.2. Allocations Respecting Taxable Income and Loss................................. 4
ARTICLE IV. DISTRIBUTIONS................................................................ 4
4.1. Distributions.................................................................. 4
4.2. Restriction on Distributions................................................... 4
ARTICLE V. MANAGEMENT................................................................... 4
5.1. Powers, Rights and Duties of the Board of Managers............................. 4
5.2. Composition of the Board of Managers........................................... 4
5.3. Compensation and Expense Reimbursement......................................... 5
5.4. Action by the Board of Managers................................................ 5
5.5. Replacement of Manager......................................................... 5
5.6. Officers....................................................................... 5
ARTICLE VI. OPERATION OF THE COMPANY..................................................... 5
6.1. Books of Account............................................................... 5
6.2. Reports........................................................................ 5
6.3. Bank Accounts.................................................................. 5
6.4. Tax Matters.................................................................... 5
ARTICLE VII. DISSOLUTION.................................................................. 6
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7.1. Events Causing Dissolution..................................................... 6
7.2. Winding Up of Company Affairs.................................................. 6
7.3. Distribution on Liquidation.................................................... 7
ARTICLE VIII. GENERAL...................................................................... 8
8.1. Delaware Law................................................................... 8
8.2. Transfer of Membership Interests............................................... 8
8.3. Admission of Additional Members................................................ 8
8.4. Integration; Amendments........................................................ 8
8.5. Notices........................................................................ 8
8.6. Severability................................................................... 8
8.7. Title and Ownership of Property................................................ 8
8.8. Indemnification................................................................ 8
8.9. Certification of Membership Interests.......................................... 9
8.10. Miscellaneous.................................................................. 9
Schedule 1............................................................................... 12
Schedule 2...................................................................................1
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TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
(a Delaware Limited Liability Company)
LIMITED LIABILITY COMPANY AGREEMENT
This Limited Liability Company Agreement (the "Agreement") of
Telex Communications Intermediate Holdings, LLC (the "Company"), dated as of
November 19, 2003, is executed by Telex Communications Holdings, Inc., a
Delaware corporation, as the initial sole member (the "Initial Member") and by
the Company.
The Initial Member desires to form a limited liability company
pursuant to and in accordance with the Delaware Limited Liability Company Act,
Title 6 of the Delaware Code, Section 18-101 et seq., as amended from time to
time (the "Act"), and hereby states as follows:
ARTICLE I.
FORMATION OF COMPANY
1.1. Formation of the Company. Pursuant to the
provisions of the Act, the Members (as defined herein) hereby agree to form the
Company as a Delaware limited liability company. The Members agree that each of
them shall execute and file all certificates and documents necessary or
appropriate for the formation and continuance of the Company or for the
qualification of the Company to do business.
1.2. Name. The name of the Company is "TELEX
COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC"
1.3. Principal Office of Company. The principal
office of the Company shall be at a location designated by the Board of Managers
from time to time.
1.4. Purposes. The Company is being formed for
the purpose of engaging in any lawful act or activity for which a limited
liability company may be formed under the Act and engaging in any and all
activities necessary or incidental to the foregoing.
1.5. Term. The term of the Company shall be
unlimited, unless the Company is sooner dissolved in accordance with the
provisions of the Act or the provisions hereof.
1.6. Definitions. As used in this Agreement,
terms defined in the preamble, or in any Section of this Agreement, shall have
the meanings set forth therein, and the following terms shall have the meanings
set forth below:
(a) "Agreement" shall mean this Limited
Liability Company Agreement, as the same may be amended, restated or otherwise
modified from time to time.
(b) "Allocation Percentage" shall mean,
with respect to a Member, the percentage resulting from dividing such Members'
Capital Account balance by the aggregate of all Capital Account balances of all
Members, all as of the date of calculation. The
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initial Allocation Percentages are set forth opposite each Member's name on
Schedule 1 attached hereto.
(c) "Board of Managers" means the group
of persons (or person if there is only one Manager) appointed or nominated and
elected in accordance with the provisions of Article V hereof to manage the
business and affairs of the Company.
(d) "Capital Account" shall mean the
capital account established and maintained for each Member pursuant to Section
2.2 hereof.
(e) "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time, or any successor federal tax
law.
(f) "Fiscal Year" shall mean the fiscal
year of the Company, which shall be the twelve (12) month period ending on
[December 31] of each year; provided, however, that upon Termination, "Fiscal
Year" means the period from the day after the end of the last preceding Fiscal
Year to the date of Termination.
(g) "IRS Regulations" shall mean the
rules, regulations, orders and interpretations of rules, regulations and orders
adopted under the Code, as in effect from time to time.
(h) "Manager" shall mean each member of
the Board of Managers elected in accordance with the provisions of this
Agreement.
(i) "Member" (collectively, the
"Members") shall mean the Initial Member and any person who becomes a member
pursuant to Section 8.3.
(j) "Membership Interest" shall mean,
with respect to any person, all of the interests of that person in the Company,
including, without limitation, such person's (i) right to a distributive share
of profits and losses of the Company, (ii) right to a distributive share of
Company assets, and (iii) right, if any, to participate in the management and
control of the business and affairs of the Company.
(k) "Net Income" and "Net Loss" means,
with respect to any Fiscal Year, the amount of the income or loss of the Company
for such Fiscal Year (determined in accordance with Section 6.1 hereof),
including all items required to be separately stated under Section 703(a)(l) of
the Code and the IRS Regulations thereunder and any gain or loss recognized by
the Company upon the sale, exchange or other disposition of any of its assets.
(l) "Officer" shall mean each Officer
appointed by the Board of Managers in accordance with the provisions of this
Agreement.
(m) "Termination" shall mean the
complete distribution of the assets of the Company to the Members following
dissolution and winding up of the Company.
1.7. Status of Members.
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(a) No Personal Liability. The Members
shall not have any personal liability whatsoever, whether to the Company, to any
other Member or to the creditors of the Company, for the debts of the Company or
for any of its losses except to the extent required by the Act or this
Agreement.
(b) No Management Rights. Except to the
extent set forth in this Agreement, the Members shall not participate in the
management or control of the Company's business. The Members shall not transact
any business for the Company, nor shall they have the power or authority to act
for or bind the Company, all such powers being vested solely and exclusively in
the Board of Managers or the Officers.
(c) Return of Capital. The Members
shall not be entitled to the withdrawal or return of their capital
contributions, except to the extent, if any, that distributions made pursuant to
this Agreement or upon Termination of the Company may be considered as such by
law and then only to the extent provided for herein.
ARTICLE II.
CAPITAL
2.1. Capital Contributions. The capital
contribution ("Contribution") of each Member is set forth under "Contribution"
on Schedule 1. No Member shall be obligated to make any capital contributions to
the Company in excess of such Member's Contribution.
2.2. Capital Accounts. A Capital Account shall be
established for each Member on the books of the Company. The Capital Account of
any Member shall include the fair market value of the initial capital
contribution made by such Member as set forth in Section 2.1 above, (a)
increased by (i) the fair market value of any other property contributed by such
Member to the capital of the Company and (ii) the amount of all Net Income
allocated to such Member pursuant to Article III hereof; and (b) decreased by
(i) the amount of all money distributed to such Member pursuant to Article IV
hereof, (ii) the amount of all Net Loss allocated to such Member pursuant to
Article III hereof, and (iii) the fair market value of property distributed to
such Member by the Company pursuant to Section 7.2(b) hereof or otherwise. The
Capital Accounts of the Members shall be further adjusted in accordance with the
additional rules set forth in Section 1.704-1(b)(2)(iv) of the IRS Regulations,
to the extent that such adjustments are not otherwise affected by the foregoing
provisions of this Section 2.2.
2.3. Withdrawal of Capital. A Member may not
withdraw its capital, in whole or in part, from the Company (and correspondingly
reduce or eliminate its commitment) without the consent of the Board of
Managers, which consent may be withheld in the sole discretion of the Board of
Managers; provided, that the Board of Managers shall not approve any withdrawal
(or change in commitment) by a Member if such act would be to the detriment of
the Company or any other Members.
ARTICLE III.
ALLOCATIONS OF NET INCOME
AND NET LOSS
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3.1. Allocations of Net Income and Net Loss. Net
Income or Net loss for any Allocation Period during any Fiscal Year shall be
allocated among the Members in accordance with the Allocation Percentages in
effect during such Allocation Period. An "Allocation Period" shall begin on the
day following the last day of the prior Allocation Period (or the first day of a
Fiscal Year), and shall end upon a change in the Allocation Percentages.
3.2. Allocations Respecting Taxable Income and
Loss. To the extent the income or loss of the Company for Federal income tax
purposes differs from the Net Income or Net Loss of the Company for any Fiscal
Year (such differences being solely as a result of the variations between the
basis of property for Federal income tax purposes and the agreed fair market
value of such property as reflected in the Capital Accounts of the Members),
such differences shall be allocated in accordance with the principles of Section
704(c) of the Code. The adjustments to allocations for Federal income tax
purposes provided for in this Section 3.2 shall not be credited, charged or
otherwise reflected in the Capital Accounts of the Members.
ARTICLE IV.
DISTRIBUTIONS
4.1. Distributions. Distributions with respect to
any Fiscal Year shall be made at such time and in such amounts as may be
determined by the Board of Managers and shall be shared among the Members in
accordance with the Allocation Percentages at the time of distribution.
4.2. Restriction on Distributions.
Notwithstanding any other provision of this Agreement, payment of distributions
under this Agreement may be made only to the extent permitted by the Act.
ARTICLE V.
MANAGEMENT
5.1. Powers, Rights and Duties of the Board of
Managers. The Board of Managers shall have the full, exclusive and complete
authority and discretion in the management and control of the business of the
Company and shall make all decisions affecting the business of the Company. The
Board of Managers shall have all of the rights and powers of a manager as
provided in the Act and as otherwise provided by law. If there is more than one
person serving on the Board of Managers, then the Board of Managers shall act by
a majority of such persons then serving.
5.2. Composition of the Board of Managers.
Initially, the Board of Managers shall be composed of the following persons, to
serve until their respective successors are duly elected and qualified or until
their earlier resignation or removal:
BOARD OF MANAGERS
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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5.3. Compensation and Expense Reimbursement. The
Board of Managers shall not be compensated for services rendered to the Company,
but shall be reimbursed for any expenses incurred by the Board of Managers on
behalf of the Company.
5.4. Action by the Board of Managers.
Notwithstanding any other provision of this Agreement, the Company may take all
legal actions by means of a written instrument executed and delivered in the
name of the Company by the Board of Managers, and such written instrument shall
constitute conclusive evidence of the action taken by the Company and may be
relied upon for all purposes.
5.5. Replacement of Manager. A person serving as
a Manager may be removed by a majority of the Members according to Allocation
Percentages. An additional person may be selected to serve as a Manager by a
majority of the Members according to Allocation Percentages.
5.6. Officers. The Board of Managers shall be
permitted to delegate to such Officers, as it shall designate, such of its
day-to-day management responsibilities as it shall determine. The initial
Officers of the Company shall be as set forth on Schedule 2 hereto.
ARTICLE VI.
OPERATION OF THE COMPANY
6.1. Books of Account. The Company shall maintain
its books and records and shall determine all items of Net Income and Net Loss
and distributions using the cash method of accounting in accordance with
principles applicable in determining taxable income or loss for Federal income
tax purposes for partnerships and consistent with accounting methods used by the
Company in determining taxable income or loss for Federal income tax purposes.
The Company shall also keep all other records necessary or convenient to record
the Company's business and affairs.
6.2. Reports. As soon as practicable after the
end of each Fiscal Year, there shall be prepared and delivered to each Member a
financial statement for the Company consisting of the following: (i) income
statements and balance sheets for such Fiscal Year showing separately the
computation of Net Income or Net Loss and (ii) the amount of the distributions
to the Members and the effect of such distributions on the balance sheet of the
Company and the Capital Accounts of each Member. Annually, the Company shall
provide a K-1 or equivalent to each Member.
6.3. Bank Accounts. The operating bank accounts
of the Company shall be maintained in such bank or banks as may be designated by
the Board of Managers and withdrawals from said accounts shall be made as the
Board of Managers shall determine. There shall be no commingling of the moneys
or funds of the Company with moneys or funds of any Member or any other entity.
6.4. Tax Matters.
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(a) So long as the Company shall have
only one member it will be treated as a "disregarded entity" for federal and all
relevant state tax purposes and the activities of the Company will be deemed to
be the activities of the member for such purposes.
(b) The Initial Member shall be the
"tax matters member."
ARTICLE VII.
DISSOLUTION
7.1. Events Causing Dissolution.
(a) The happening of any one of the
following events shall cause the dissolution of the Company:
(i) The determination by the Board of Managers
to dissolve the Company; or
(ii) the agreement in writing to dissolve the
Company by Members holding a majority of the Allocation
Percentages.
(b) The death, insanity, bankruptcy,
receivership, liquidation or dissolution of a Member shall not cause a
dissolution of the Company. The rights of such Member to share in the profits
and losses of the Company, to receive distributions of Company funds and to
assign a Membership Interest shall, on the happening of such an event, devolve
upon such Member's successors and assigns, subject to the terms and conditions
of this Agreement; provided, however, that in no event will any such successor
or assign become a substituted Member, except as provided in Section 8.3 hereof.
7.2. Winding Up of Company Affairs.
(a) In the event of the dissolution of
the Company for any reason, the Board of Managers shall proceed promptly to wind
up the affairs of the Company. The Board of Managers shall have full right and
unlimited discretion to determine the time, manner, and terms of any sale or
sales of Company property pursuant to such winding up having due regard to the
activity and condition of the relevant market and general financial and economic
conditions, and having due regard for such Board of Managers' fiduciary
obligations to the Company and the Members.
(b) The proceeds received in connection
with any liquidation of the assets of the Company and any other assets of the
Company shall be applied in the following order of priority:
(i) first, in payment of all debts and
liabilities of and all claims against the Company, including
expenses of winding up;
(ii) then, to the setting of such reserves as the
Board of Managers may deem reasonably necessary for any
contingent or unforeseen liabilities or obligations of the
Company;
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(iii) then, the balance to the Members in
accordance with their respective Capital Accounts.
Distributions pursuant to this Section 7.2(b) may be made in cash or property or
both, in the discretion of the Board of Managers; provided, however, that any
distributions of property made pursuant hereto shall be made pro rata (based on
the fair market value of such property) among the Members in proportion to the
respective positive balances of their Capital Accounts.
(c) The Board of Managers shall have
the authority to execute and record any and all documents required in connection
with the dissolution, winding up and Termination of the Company. Upon completion
of the distribution of Company property as provided in Section 7.2(b) hereof,
the Company shall be terminated, and the Board of Managers shall cause the
Certificate of Formation and all qualifications of the Company in jurisdictions
other than the State of Delaware to be canceled and shall take such other action
as may be necessary to terminate the Company.
7.3. Distribution on Liquidation. Notwithstanding
any other provision of this Agreement, in the event of a liquidation, the Board
of Managers shall make liquidating distributions within the period prescribed in
the IRS Regulations under Section 704(b) of the Code.
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ARTICLE VIII.
GENERAL
8.1. Delaware Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, all rights and remedies being governed by said laws.
8.2. Transfer of Membership Interests. No
Membership Interest (including any interests in undistributed moneys belonging
to, or which may accrue to, any Member) shall be transferred, assigned, pledged,
mortgaged or otherwise disposed of, in whole or in part, except with the written
consent of the Board of Managers.
8.3. Admission of Additional Members. Additional
Members may be admitted to the Company on such terms and conditions as may be
agreed to by the Board of Managers. No person shall be admitted as an additional
Member unless such person agrees to be bound by the terms of this Agreement.
Upon the admission (or withdrawal) of a Member, the Capital Account of each
Member shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(f) of the
IRS Regulations.
8.4. Integration; Amendments. This Agreement is
the entire agreement among the parties with respect to the subject matter
herein. This Agreement may only be amended in writing by a majority of the
Members according to Allocation Percentages, provided that no amendment shall
reduce the Capital Account balance or economic rights of any Member without such
Member's consent.
8.5. Notices. All notices required or permitted
by this Agreement shall be in writing and shall be sent by personal delivery,
including recognized overnight courier service, postage prepaid, or telephone
facsimile addressed to the address of such Member set forth on Schedule 1
attached hereto (or to such other address as shall from time to time be supplied
in writing by notice to the Members in accordance with this Section 8.5).
Notices given pursuant to this Section shall be deemed given when received by
personal delivery or facsimile.
8.6. Severability. If any provision of this
Agreement or the application of any such provision to any party or circumstances
shall be determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it
is so determined to be invalid and unenforceable, shall not be affected thereby,
and each provision hereof shall be validated and shall be enforced to the
fullest extent permitted by law.
8.7. Title and Ownership of Property. Title to
and ownership of all property, both real and personal, shall be vested in the
Company, and not the Members individually.
8.8. Indemnification. The Company shall indemnify
and hold harmless each Member and the Board of Managers (herein the "Indemnified
Parties"), from and against any claim, loss, expense, damage or injury suffered
or sustained by any of them by reason of any act, omission, or alleged act or
omission arising out of any of their activities or alleged activities
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on behalf of the Company or in furtherance of the interests of the Company,
including, but not limited to, any judgment, award, settlement, attorneys' fees
and expenses, and other costs or expenses incurred in connection with the
investigation and defense of any actual or threatened action, proceeding, or
claim; provided, however, that this Section shall be of no force or effect if
the act, omission, or alleged act or omission upon which such actual or
threatened action, proceeding or claim is based was performed or omitted
fraudulently or in bad faith or as a result of wanton or willful misconduct or
gross negligence of such Indemnified Party. Any amounts paid by the Company
pursuant to this Section 8.8 shall be deemed expenses of the Company incurred at
the time that such amounts are paid.
8.9. Certification of Membership Interests. The
interest of each Member in the Company shall be evidenced by a certificate in
the form of Exhibit A ("Interest Certificate"), attached hereto, and shall be
governed by Article 8 of the Uniform Commercial Code set forth in Title 6 of the
Delaware Code as the same may be in effect from time to time in the State of
Delaware.
8.10. Miscellaneous.
(a) Titles and Captions. All article or
section titles or captions in this Agreement shall be for convenience only,
shall not be deemed part of this Agreement and shall in no way define, limit,
extend or describe the scope or intent of any provisions hereof. Except as
specifically provided otherwise, references to "Articles" and "Sections" are to
articles and sections of this Agreement.
(b) Pronouns and Plurals. Whenever the
context may require, any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa.
(c) Further Action. The parties shall
execute and deliver all documents, provide all information and take or refrain
from taking action as may be necessary or appropriate to achieve the purposes of
this Agreement.
(d) Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives and
permitted assigns.
(e) Creditors. None of the provisions
of this Agreement shall be for the benefit of or enforceable by any creditors of
the Company.
(f) Waiver. No failure by any party to
insist upon the strict performance of any covenant, duty, agreement or condition
of this Agreement or to exercise any right or remedy consequent upon a breach
thereof shall constitute a waiver of any such breach or any other covenant,
duty, agreement or condition.
(g) Counterparts. This Agreement may be
executed in counterparts, all of which together shall constitute one and the
same agreement.
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first above written.
INITIAL MEMBER
TELEX COMMUNICATIONS HOLDINGS, INC
By:_______________________________
Name:
Title:
AGREED AND ACCEPTED
TELEX COMMUNICATIONS
INTERMEDIATE HOLDINGS, LLC
By:__________________________________
Name:
Title:
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Schedule 1
Name Capital Contribution Allocation Percentage
---- -------------------- ---------------------
Telex Communications 500 shares of the Common Stock par 100%
Holdings, Inc. value $0.01 per share of Telex
Communications, Inc. (f/k/a Telex
Newco, Inc.)
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Schedule 2
INITIAL OFFICERS
NAME OFFICE
---- ------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Chief Executive Officer and President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer, Secretary and Treasurer
▇▇▇▇▇▇▇ von Heydekampf President, Worldwide Professional Audio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ President, Audio and Wireless Technology
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Vice President and General Counsel
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President of Human Resources
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President of North American Operations
▇▇▇▇▇ ▇▇▇▇ Vice President of Finance
▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President of Sales
▇▇▇▇ ▇▇▇▇▇ Vice President of Engineering
▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President of Intercoms Worldwide
NUMBER
1
FORMED UNDER THE LAWS OF THE STATE OF DELAWARE
TELEX COMMUNICATIONS
INTERMEDIATE HOLDINGS, LLC
SEE REVERSE FOR
CERTAIN RESTRICTIONS
TOTAL MEMBERSHIP INTERESTS
100.00%
THIS IS TO CERTIFY THAT Telex Communications Holdings, Inc. is the owner of 100%
of the Membership Interests of Telex Communications Intermediate Holdings, LLC,
a Delaware limited liability company, transferable only on the books of the
Company by the holder hereof in Person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed.
WITNESS, the signatures of its duly authorized officers.
Dated: November 19, 2003
_____________________________________ ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
(Reverse of Certificate)
For Value Received, ___________________ hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
________________________________________________________________________________
___________________________________________ Membership Interests represented by
the within Certificate, and does hereby irrevocably constitute and appoint
_________________________________________________ Attorney
to transfer the said Membership Interests on the books of the within named
Company with full power of substitution in the premises.
Dated __________________
______________________________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATEVER.
In presence of:
_________________________________________________________________
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF THE COMPANY'S
LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF NOVEMBER 19, 2003, AS AMENDED
FROM TIME TO TIME. COPIES OF SAID AGREEMENT MAY BE OBTAINED WITHOUT CHARGE BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED
HEREBY TO TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC AT ITS PRINCIPAL
EXECUTIVE OFFICES.
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE APPLICABLE LAWS OF ANY OTHER COUNTRY (THE "OTHER LAWS"), AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL
REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE OTHER
LAWS, AS THE CASE MAY BE, OR UNLESS SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER
IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH
LAWS.