Exhibit 3.8
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NORTH SAFETY MEXICO HOLDINGS LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORTH
SAFETY MEXICO HOLDINGS LLC (this "OPERATING AGREEMENT") is being executed as of
this 18th day of March 2003 to amend the existing Limited Liability Company
Agreement of North Safety Mexico Holdings LLC dated as of January 27, 1998 and
to set forth the understandings of the undersigned as of the date hereof with
respect to this limited liability company (the "COMPANY"), formed pursuant to
the provisions of the Delaware Limited Liability Company Act, 6 Del. C. Section
18-101 et seq. (the "DELAWARE ACT") on September 15, 1997. Pursuant to Section
18-201(d) of the Delaware Act, this Agreement shall be deemed to have been in
effect as of the date hereof.
ARTICLE I
NAME
Section 1. NAME; FORMATION. The name of the Company shall be "North
Safety Mexico Holdings LLC".
ARTICLE II
OFFICES; AGENT
Section 1. REGISTERED OFFICE; AGENT. The registered office and agent
of the Company within the State of Delaware shall be The Corporation Trust
Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the City of Wilmington, County of ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Section 2. OTHER OFFICES. The Company may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Manager shall from time to time
determine or the business of the Company may require.
ARTICLE III
MANAGEMENT
Section 1. GENERAL POWERS. The business and affairs of the Company
shall be managed by or under the direction of a manager (the "MANAGER"). The
Manager shall be NSP Holdings LLC. The Manager may exercise all such authority
and powers as the Company and do all such lawful acts and things as are not
prohibited by Statute or the Certificate of Formation.
Section 2. OFFICERS.
a. The Officers of the Company shall be appointed by the Manager and
may include a President, one or more Vice-Presidents, a Secretary and Assistant
Secretaries, a Treasurer and Assistant Treasurers, and such other officers as
may be necessary or desirable for
the business of the Company (collectively, all of the foregoing, the
"OFFICERS"). Any two or more offices may be held by the same person, and each
officer shall hold office until he or she shall have resigned or have been
removed, as hereinafter provided in this Operating Agreement. Until removed from
office by the Manager, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be the President and Chief
Executive Officer and Secretary; and ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. shall be the Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary.
b. Any Officer of the Company may resign at any time by giving
written notice of his resignation to the Company. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon receipt. Unless
otherwise specified therein, the acceptance of any such resignation shall not be
necessary to make it effective.
c. Any officer of the Company may be removed, either with or without
cause, at any time, by the Manager.
d. Each officer will have such duties as may be from time to time
assigned by the Manager.
e. If required by the Manager, any officer of the Company shall give
a bond or other security for the faithful performance of his duties, in such
amount and with such surety as the Manager may require.
f. The compensation of the officers of the Company for their
services as such officers shall be fixed from time to time by the Manager. An
officer of the Company shall not be prevented from receiving compensation by
reason of the fact that he or she is also an officer or director of any company
affiliated with the Company.
ARTICLE IV
OWNERSHIP INTERESTS
Section 1. REGISTRATION. Ownership interests in the Company shall be
registered in the ownership register maintained by the Company, and changes in
ownership interests shall become effective when registered by the Company.
Section 2. CERTIFICATE. Every holder of an ownership interest in the
Company shall be entitled to have a certificate signed in the name of the
Company by the Manager or an officer of the Company duly designated, certifying
as to the extent of the ownership interest in the Company. Pursuant to Section
8-103(c) of the Uniform Commercial Code, the interests represented by any such
certificate are securities governed by Article 8 of the Uniform Commercial Code.
ARTICLE V
INDEMNIFICATION OF OFFICERS
Section 1. GENERAL. The Company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Company) by reason of the fact that he or
she is or was an officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another Company, partnership, joint venture, trust or to her enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually reasonably incurred in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.
Section 2. INDEMNIFICATION IN CERTAIN CASES. To the extent that an
officer, employee or agent of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
of this Article IV, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred in connection therewith.
Section 3. PROCEDURE. Any indemnification under Section 1 of this
Article IV (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Section 1. Such
determination shall be made by the Manager.
Section 4. ADVANCES FOR EXPENSES. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of the final disposition of such action, suit or proceeding as
authorized by the Manager in the specific case upon receipt of an undertaking by
or on behalf of the officer, employee or agent to repay such amount unless it
shall be ultimately determined that he or she is entitled to be indemnified by
the Company as authorized in this Article IV.
Section 5. RIGHTS NOT-EXCLUSIVE. The indemnification provided by
this Article IV shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any law, by-law, agreement,
decision of the Manager or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Section 6. INSURANCE. The Company shall have power to purchase and
maintain insurance on behalf of any person who is or was an officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another Company, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such liability under the provision of this Article IV.
ARTICLE VI
GENERAL PROVISIONS
Section 1. SEAL. The seal of the Company shall be in such form as
shall be determined by the Manager.
Section 2. FISCAL YEAR. The fiscal year of the Company shall be
fixed, and once fixed, may thereafter be changed only by the Manager.
Section 3. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or
other orders for the payment of money of the Company shall be signed, endorsed
or accepted in the name of the Company by such officer, officers, person or
persons as from time to time may be designated by the Manager or by an officer
or officers authorized by the Manager to make such designation.
Section 4. EXECUTION OF CONTRACTS, DEEDS, ETC. The Manager may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Company to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.
Section 5. VOTING OF STOCK IN OTHER COMPANY. Unless otherwise
provided by the Manager, the Officers from time to time, may (or may appoint one
or more attorneys or agents to) cast the votes which the Company may be entitled
to cast as a shareholder or otherwise in any other Company, any of whose shares
or securities may be held by the Company, at meetings of the holders of the
shares or other securities of such other Company. In the event one or more
attorneys or agents are appointed, the Manager may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent. The Manager may, or may instruct the attorneys or agents appointed to,
execute or cause to be executed in the name and on behalf of the Company and
under its seal or otherwise, such written proxies, consents, waivers or other
instruments as may be necessary or proper in the circumstances.
ARTICLE VII
AMENDMENT
This Operating Agreement may be amended or rescinded, or a new
Operating Agreement adopted by the Manager at any time.
* * * * *
IN WITNESS WHEREOF, the Manager has caused this Amended and Restated Operating
Agreement to be executed as of the day first written above.
NSP HOLDINGS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------
Title: Executive Vice President/
Chief Financial Officer
---------------------------