LIMITED LIABILITY COMPANY AGREEMENT OF UCI-WELLS HOLDINGS, L.L.C. a Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of UCI-▇▇▇▇▇ Holdings, L.L.C. (the
“Company”) is effective as of December 21, 2005.
1. Formation of Limited Liability Company. United Components, Inc., a Delaware
corporation (the “Member”) hereby forms the Company as a limited liability company pursuant to the
provisions of the Delaware Limited Liability Company Act, 6 Del. C §18-101, et seq., as it may be
amended from time to time, and any successor to such statute (the “Act”). The rights and
obligations of the Member and the administration and termination of the Company shall be governed
by the Agreement and the Act. The Agreement shall be considered the “Limited Liability Company
Agreement” of the Company within the meaning of Section 18-101(7) of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall control.
2. Members. United Components, Inc. is the sole member of the Company.
3. Purpose. The purpose of the Company is to engage in any and all other lawful
businesses or activities in which a limited liability company may be engaged under applicable law
(including, without limitation, the Act).
4. Name. The name of the Company shall be “UCI-▇▇▇▇▇ Holdings, L.L.C.”.
5. Registered Agent and Principal Office. The registered agent of the Company in the
State of Delaware shall be The Corporation Trust Company whose address is 1209 Orange Street,
Wilmington, New Castle County, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The mailing address of the Company
shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company may have such other offices as
the Member may designate from time to time.
6. Term of Company. The Company shall commence on the date a Certificate of Formation
is properly filed with the Secretary of State of the State of Delaware and shall continue in
existence in perpetuity unless its business and affairs are earlier wound up following dissolution
at such time as this Agreement may specify.
7. Management of Company. All decisions relating to the business, affairs and
properties of the Company shall be made by the Member which shall have authority to bind the
Company by its signature or by the signature of any person authorized to act on its behalf. The
Member may also from time to time appoint a Chairman, a President and one or more Vice Presidents
and such other officers of the Company as the Member
may deem necessary or advisable to manage the day-to-day business affairs of the Company which
persons shall have such power and authority as may be delegated by the Member (such persons and
each of the Managing Directors, the “Officers”). No such delegation shall cause the Member to
cease to be a Member. The initial Officers of the Company, if any, are set forth on Schedule
A hereto.
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8. Distributions. Each distribution of cash or other property by the Company shall be
made 100% to the Member. Each item of income, gain, loss, deduction and credit of the Company
shall be allocated 100% to the Member.
9. Capital Accounts. A capital account shall be maintained for each Member in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
10. Dissolution and Winding Up. The Company shall dissolve and its business and
affairs shall be wound up upon the written consent of the Member.
11. Amendments. This Agreement may be amended or modified from time to time only by a
written instrument executed by the Member.
12. Governing Law. The validity and enforceability of this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware without regard to
otherwise governing principles of conflicts of law.
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| United Components, Inc., its sole member |
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Vice President of Tax | |||
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SCHEDULE A
Officers
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
President | |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
Vice President, Assistant Secretary and Treasurer | |
▇▇▇▇▇ Zar
|
Secretary | |
▇▇▇▇ ▇▇▇▇▇▇
|
Assistant Treasurer |
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