EXHIBIT 3.27
AMENDMENT NO. 1
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
TRW AUTOMOTIVE U.S. LLC
This Amendment No. 1 to the Limited Liability Company Agreement of TRW
Automotive U.S. LLC (the "Company"), dated as of December 30, 2002 (the
"Agreement"), is made by and among Northrop Grumman Space & Mission Systems
Corp., a Delaware corporation ("NGS&MS") and TRW Automotive Safety Systems Inc.,
a Delaware corporation ("TASSI"), pursuant to Section 6.2 of the Agreement.
W I T N E S S E T H
WHEREAS, NGS&MS, being the sole member of the Company, has transferred
its entire interest in the Company to TASSI, pursuant to a Contribution
Agreement, dated as of January 30, 2003, entered into by and among NGS&MS, TRW
Delaware Inc., a Delaware corporation, and TASSI (the "Contribution Agreement")
providing for the contribution by NGS&MS all of the interest in the Company held
by NGS&MS to TRW Delaware Inc., who in turn contributed of all of the interest
in the Company to TASSI; and
WHEREAS, in accordance with Section 4.4 of the Agreement and the
Contribution Agreement, NGS&MS transferred 1,000 common units of the Company to
TASSI by contribution, now desires to amend the Agreement to remove NGS&MS as
the sole member of the Company and to make TASSI the sole member of the Company.
NOW, THEREFORE, in consideration of the foregoing and the covenant of
the parties set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, subject to the terms and conditions
set forth herein, the parties agree as follows:
1. Section 2.1. Pursuant to Section 6.2 of the Agreement, the
following amendment to the Agreement is hereby authorized,
adopted and approved in all respects. Section 2.1 of the
Agreement is deleted in its entirety and replaced with the
following:
"Section 2.1 The Member. The name and address of the Member is as
follows:
Name Address
---- -------
TRW Automotive Safety Systems Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇"
2. Assumption. Pursuant to Section 4.4 of the Agreement, TASSI
hereby assumes and agrees to be liable for each and every duty
and obligation of NGS&MS
related to the Agreement and hereby agrees to be bound by the
terms of the Agreement.
3. Effective Time. This Amendment shall take effect as of the date
set forth below.
4. Governing Law. This Amendment shall be interpreted, governed, and
construed under the laws of the State of Delaware without regard
to the conflicts of laws provisions thereof that would cause the
laws of any jurisdiction other than the State of Delaware to
apply.
5. Counterparts. This Amendment may be executed in multiple
counterparts, all of which together shall constitute a single
instrument, and it shall not be necessary that any counterpart be
signed by all the parties.
6. Further Assurances. Each party shall, without additional
consideration, execute and deliver such further instruments and
take such further actions as may be reasonably requested by the
other party to make effective the transactions contemplated by
this Amendment.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed by their respective signatories duly authorized as of this 30th
day of January, 2003.
NORTHROP GRUMMAN SPACE & MISSION
SYSTEMS CORP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President, Chief Executive Officer,
Chief Financial Officer and Treasurer
TRW AUTOMOTIVE SAFETY SYSTEMS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRW AUTOMOTIVE U.S. LLC LIMITED LIABILITY
COMPANY AGREEMENT
AMENDMENT NO. 2
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
TRW AUTOMOTIVE U.S. LLC
This is Amendment No. 2 to the TRW Automotive U.S. LLC Limited Liability
Agreement dated December 30, 2002 (the "LLC Agreement").
Reference is hereby made to a certain Master Purchase Agreement between
Northrop Grumman Corporation and BCP Acquisition Company L.L.C., dated as of
November 18, 2002 as amended (the "Master Purchase Agreement"). Pursuant to such
Master Purchase Agreement all of the membership units of TRW Automotive U.S. LLC
(the "Company") have been transferred from Northrop Grumman Space & Mission
Systems Corp. to BCP Acquisition Company L.L.C. and subsequently to TRW
Automotive Inc. (formerly known as TRW Automotive Acquisition Corp.) (such
transaction, the "Transfer"). This Amendment No. 2 is being executed on behalf
merely to acknowledge the change in the sole member of the Company following the
Transfer.
Pursuant to Section 6.2 of the LLC Agreement, the following amendment to
the LLC Agreement is hereby authorized, adopted and approved in all respects.
1. Section 2.1. Section 2.1 is deleted in its entirety and replaced with
the following:
Section 2.1. The Member. The name and address of the member is as
follows:
Name Address
---- -------
TRW Automotive Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2. Assumption. Pursuant to Section 4.4 of the LLC Agreement, TRW
Automotive Inc. hereby assumes and agrees to be liable for each and
every duty and obligation of TRW Automotive Safety Systems Inc. (now
known as Richmond TASSI Inc.) related to the LLC Agreement and
Amendment No. 1 and hereby agrees to be bound by the terms of the LLC
Agreement and Amendment No. 1.
3. Effective Time. This Amendment No. 2 shall take effect as of
February 28, 2003.
IN WITNESS WHEREOF, the party hereto has executed this Amendment as of the
29th day of May, 2003.
TRW AUTOMOTIVE INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
LIMITED LIABILITY COMPANY AGREEMENT
OF
TRW AUTOMOTIVE U.S. LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of TRW
Automotive U.S. LLC (the "Company") dated as of this 30th day of December, 2002,
by Northrop Grumman Space & Mission Systems Corp. (f/k/a/ TRW Inc.), as the sole
member of the Company (the "Member").
RECITAL
The Member has formed the Company as a limited liability company under the
laws of the State of Delaware and desires to enter into a written agreement, in
accordance with the provisions of the Delaware Limited Liability Company Act and
any successor statute, as amended from time to time (the "Act"), governing the
affairs of the Company and the conduct of its business.
ARTICLE I
THE LIMITED LIABILITY COMPANY
Section 1.1. Formation. The Member has previously formed the Company as a
limited liability company pursuant to the provisions of the Act. A certificate
of formation for the Company as described in Section 18-201 of the Act (the
"Certificate of Formation") has been filed in the Office of the Secretary of
State of the State of Delaware in conformity with the Act. The Member authorized
▇▇▇▇ ▇. ▇▇▇▇▇ to file the Certificate of Formation with the Secretary of State
of the State of Delaware on behalf of the Company.
Section 1.2. Name. The name of the Company shall be "TRW Automotive U.S.
LLC" and its business shall be carried on in such name with such variations and
changes as the Member shall determine or deem necessary to comply with
requirements of the jurisdictions in which the Company's operations are
conducted.
Section 1.3. Business Purpose; Powers. The Company is formed for the
purpose of engaging in any lawful business, purpose or activity for which
limited liability companies may be formed under the Act. The Company shall
possess and may exercise all the powers and privileges granted by the Act or by
any other law or by this Agreement, together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business purposes or activities of the Company.
Section 1.4. Registered Office and Agent. The location of the registered
office of the Company in the State of Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is The Corporation Trust Company.
Section 1.5. Term. Subject to the provisions of Article IV below, the
Company shall have perpetual existence.
ARTICLE II
THE MEMBER AND MANAGEMENT OF THE COMPANY
Section 2.1. The Member. The name and address of the Member is as follows:
Name Address
---- -------
TRW Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Section 2.2. Actions by the Member; Meetings. The Member may approve a
matter or take any action at a meeting or without a meeting by the written
consent of the Member. Meetings of the Member may be called at any time by the
member.
Section 2.3. Liability of the Member. All debts, obligations and
liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and the
Member shall not be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a member.
Section 2.4. Power to Bind the Company. The Member (acting in its capacity
as such) shall have the authority to bind the Company to any third party with
respect to any matter.
Section 2.5. Admission of Members. New members shall be admitted only upon
the approval of the Member.
Section 2.6. Management by the Member. The management of the Company is
fully reserved to the Member, and the Company shall not have "managers," as that
term is used in the Act. The powers of the Company shall be exercised by or
under the authority of, and the business and affairs of the Company shall be
managed under the direction of, the Member, who shall make all decisions and
take all actions for the Company. In managing the business and affairs of the
Company and exercising its powers, the Member shall act through resolutions
adopted in written consents. Decisions or actions taken by the Member in
accordance with this Agreement shall constitute decisions or actions by the
Company and shall be binding on the Company.
Section 2.7. Officers and Related Persons. The Member shall have the
authority to appoint and terminate officers of the Company and retain and
terminate employees, agents and consultants of the Company and to delegate such
duties to any such officers, employees, agents and consultants as the Member
deems appropriate, including the power, acting individually or jointly, to
represent and bind the Company in all matters, in accordance with the scope of
their respective duties.
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ARTICLE III
CAPITAL STRUCTURE AND CONTRIBUTIONS
Section 3.1. Capital Structure. The capital structure of the Company shall
consist of one class of interests represented by Common Units (the "Common
Units"). All Common Units shall be identical with each other in every respect.
The Member shall own all of the Common Units issued and outstanding. The Company
is authorized to issue One Thousand (1,000) Common Units.
Section 3.2. Certificates.
(a) The Common Units shall be certificated in a form substantially
similar to Exhibit A hereto. To be properly issued the certificate representing
the Common Units outstanding must be duly executed by a President or a Vice
President of the Company.
(b) Each unit certificate shall bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF OR TRANSFERRED
UNLESS REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. IN THE CASE OF A TRANSFER OTHER THAN
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, THE
HOLDER SHALL, AT THE REQUEST OF COMPANY, PROVIDE TO COMPANY AN OPINION
OF COUNSEL THAT THE TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE
ACT
All Members shall be bound by the requirements of such legends to the
extent that such legends are applicable.
(c) The Company may issue a new certificate in place of any
certificate theretofore issued by the Company alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When issuing
such new certificate, the Company may, in its discretion and as a condition
precedent to the issuance thereof, require the holder of such lost, stolen or
destroyed certificate, or the holder's legal representative, to advertise the
same in such manner as the Company shall require and/or to give the Company a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Company with respect to the certificate alleged to have been
lost, stolen or destroyed or the issuance of such new certificate.
Section 3.3. Capital Contributions. From time to time, the Member may
determine that the Company requires capital and may make capital contribution(s)
in an amount determined by the Member. A capital account shall be maintained for
the Member, to which
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contributions and profits shall be credited and against which distributions and
losses shall be charged.
ARTICLE IV
PROFITS, LOSSES AND DISTRIBUTIONS
Section 4.1. Profits and Losses. For financial accounting and tax purposes,
the Company's net profits or net losses shall be determined on an annual basis
in accordance with the manner determined by the Member. In each year, profits
and losses shall be allocated entirely to the Member.
Section 4.2. Distributions. The Member shall determine profits available
for distribution and the amount, if any, to be distributed to the Member, and
shall authorize and distribute on the Common Units, the determined amount when,
as and if declared by the Member. The distributions of the Company shall be
allocated entirely to the Member.
Section 4.3. Events of Dissolution. The Company shall be dissolved and its
affairs wound up upon the occurrence of any of the following events (each, an
"Event of Dissolution"):
(a) the Member votes for dissolution; or
(b) a judicial dissolution of the Company under Section 18-802 of the
Act.
Section 4.4. Transfer of Interests in the Company. The Member may sell,
assign, transfer, convey, gift, exchange or otherwise, dispose of any or all of
its Common Units and, upon receipt by the Company of a written agreement
executed by the person or entity to whom such Common Units are to be transferred
agreeing to be bound by the terms of this Agreement, such person shall be
admitted as a member.
ARTICLE V
EXCULPATION AND INDEMNIFICATION
Section 5.1. Exculpation. Notwithstanding any other provisions of this
Agreement, whether express or implied, or any obligation or duty at law or in
equity, neither the Member, nor any officers, directors, stockholders, partners,
employees, affiliates, representatives or agents of the Member, or any officer,
employee, representative or agent of the Company (individually, a "Covered
Person" and, collectively, the "Covered Persons") shall be liable to the Company
or any other person for any act or omission (in relation to the Company, its
property or the conduct of its business or affairs, this Agreement, any related
document or any transaction or investment contemplated hereby or thereby) taken
or omitted by a Covered Person in the reasonable belief that such act or
omission is in or is not contrary to the best interests of the Company and is
within the scope of authority granted to such Covered Person by the Agreement,
4
provided such act or omission does not constitute fraud, willful misconduct, bad
faith, or gross negligence.
Section 5.2. Indemnification. To the fullest extent permitted by law, the
Company shall indemnify and hold harmless each Covered Person from and against
any and all civil, criminal, administrative or investigative losses, claims,
demands, liabilities, expenses, judgments, fines, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings,
("Claims"), in which the Covered Person may be involved, or threatened to be
involved, as a party or otherwise, by reason of its management of the affairs of
the Company or which relates to or arises out of the Company or its property,
business or affairs. A Covered Person shall not be entitled to indemnification
under this Section 5.2 with respect to (i) any Claim with respect to which such
Covered Person has engaged in fraud, willful misconduct, bad faith or gross
negligence or (ii) any Claim initiated by such Covered Person unless such Claim
(or part thereof) (A) was brought to enforce such Covered Person's rights to
indemnification hereunder or (B) was authorized or consented to by the Member.
Expenses incurred by a Covered Person in defending any Claim shall be paid by
the Company in advance of the final disposition of such Claim upon receipt by
the Company of an undertaking by or on behalf of such Covered Person to repay
such amount if it shall be ultimately determined that such Covered Person is not
entitled to be indemnified by the Company as authorized by this Section 5.2.
Section 5.3. Amendments. Any repeal or modification of this Article V by
the Member shall not adversely affect any rights of such Covered Person pursuant
to this Article V, including the right to indemnification and to the advancement
of expenses of a Covered Person existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Tax Treatment. Unless otherwise determined by the Member, the
Company shall be a disregarded entity for U.S. federal income tax purposes (as
well as for any analogous state or local tax purposes), and the Member and the
Company shall timely make any and all necessary elections and filings for the
Company treated as a disregarded entity for U.S. federal income tax purposes (as
well as for any analogous state or local tax purposes).
Section 6.2. Amendments. Amendments to this Agreement and to the
Certificate of Formation shall be approved in writing by the Member. An
amendment shall become effective as of the date specified in the approval of the
Member or if none is specified as of the date of such approval or as otherwise
provided in the Act.
Section 6.3. Severability. If any provision of this Agreement is held to be
invalid or unenforceable for any reason, such provision shall be ineffective to
the extent of such invalidity or unenforceability, provided, however, that the
remaining provisions will continue in full force without being impaired or
invalidated in any way unless such invalid or unenforceable provision or clause
shall be so significant as to materially affect the expectations of the Member
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regarding this Agreement. Otherwise, any invalid or unenforceable provision
shall be replaced by the Member with a valid provision which most closely
approximates the intent and economic effect of the invalid or unenforceable
provision.
Section 6.4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of laws thereof.
Section 6.5. Limited Liability Company. The Member intends to form a
limited liability company and does not intend to form a partnership under the
laws of the State of Delaware or any other laws.
* * * * * *
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IN WITNESS WFIEREOF, the undersigned has duly executed this Agreement as of
the day first above written.
NORTHROP GRUMMAN SPACE & MISSION
SYSTEMS CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
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EXHIBIT A
FORM OF
CERTIFICATE EVIDENCING COMMON UNITS OF
TRY AUTOMOTIVE U.S. LLC
Units: [NUMBER] No. C- [ ]
THIS CERTIFIES THAT Northrop Grumman Space & Mission Systems Corp., an Ohio
corporation, is the registered holder of [NUMBER OF UNITS] Common Units, of TRW
Automotive U.S. LLC (the "Company") transferable only on the books of the
Company by the holder hereof, in person or by a duly authorized attorney, upon
surrender of this Certificate properly endorsed and accompanied by a properly
executed application for transfer for the Common Units represented by this
Certificate, subject to certain restrictions contained in the Certificate of
Formation of the Company, dated October 18, 2002, and the Limited Liability
Company Agreement, dated as of the twelfth day of November, 2002.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its
duly authorized officers this __ day of [MONTH], 2002.
BY: ______________________
NAME:
TITLE:
A-1
