LIMITED LIABILITY COMPANY AGREEMENT OF FABRENE, L.L.C.
Exhibit 3.8
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Fabrene, L.L.C. (the
“Company”) is effective as of December 29, 2007.
1. Formation of Limited Liability Company. The Company has been formed 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 (as defined below) 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 that this Agreement is inconsistent in any respect
with the Act, this Agreement shall control.
2. Members. The name, address and percentage interest of each member of the Company
(each a “Member” and collectively the “Members”) are set forth on Exhibit
A. As of the date hereof, Chicopee, Inc. is the sole Member. Exhibit A shall be
modified from time to time to reflect any additional Members of the Company.
3. Purpose. The purpose of the Company is to engage in any lawful act or activity for
which limited liability companies may be formed under the Act and to engage in any and all
activities necessary or incidental thereto.
4. Name. The name of the Company shall be “Fabrene, L.L.C.”
5. Registered Agent and Principal Office. The registered office and registered agent
of the Company in the State of Delaware shall be as the Member may designate from time to time. The
Company may have such other offices as the Member may designate from time to time. The mailing
address of the Company shall be:
c/o Polymer Group, Inc.
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6. Term of the Company. The Company shall commence on the date the Certificate of
Formation (the “Certificate”) was 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. Management of the affairs of the Company shall be vested in
the managers, and not all members by virtue of their status as such shall be managers of the
Company. Subject to any provision in the Certificate, this Agreement or the Act restricting,
enlarging or modifying the management rights and duties of any manager, or management procedures,
if there is more than one manager, each Manager shall have equal rights and authority to
participate in the management of the Company, and management decisions shall require the approval,
consent, agreement or ratification of a majority of the managers. The initial
managers of the Company shall be ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III (the
“Managers”). The Managers may appoint a President and one or more Vice Presidents and such
other officers of the Company as the Managers may deem necessary or advisable to manage the
day-to-day business affairs of the Company (the “Officers”). The Officers shall serve at
the pleasure of the Managers. To the extent delegated by the Managers, the Officers shall have the
authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of
the Company.
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 reported 100% by the Member.
9. Dissolution and Winding Up. The Company shall dissolve and its business and
affairs shall be wound up pursuant to a written instrument executed by the Member.
10. Liability and Indemnification.
(a) Except as otherwise provided by the Act, the 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 no Member, Manager or Officer shall be
obligated personally for any such debt, obligation or liability of the Company solely by
reason of being a Member, Manager or Officer.
(b) (i) No Covered Person (as defined below) shall be liable to the Company or any
other Covered Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the Company and in a
manner reasonably believed to be within the scope of authority conferred on such Covered
Person by this Agreement, except that a Covered Person shall be liable for any such loss,
damage or claim incurred by reason of such Covered Person’s gross negligence or willful
misconduct.
(ii) A Covered Person shall be fully protected in relying in good faith upon the records
of the Company and upon such information, opinions, reports or statements presented to the
Company by any Person as to matters the Covered Person reasonably believes are within such
other Person’s professional or expert competence and who has been selected with reasonable
care by or on behalf of the Company.
(c) To the fullest extent permitted by applicable law, a Covered Person shall be
entitled to indemnification from the Company for any loss, damage, or claim incurred by such
Covered Person by reason of any act or omission performed or omitted by such Covered Person
(including alleged breaches of fiduciary duty) in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of authority conferred on such Covered
Person by this Agreement, except that no Covered Person shall be entitled to be indemnified
in respect of any loss, damage, or claim incurred by such Covered Person by reason of gross
negligence or willful misconduct with respect to such acts or omissions; provided, however,
that any indemnity under this Section 10(c)
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shall be provided out of and to the extent of Company assets only, and no Covered
Person shall have any personal liability with respect to such indemnity.
(d) To the fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a Covered Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, be advanced by the Company prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by
or on behalf of the Covered Person to repay such amount if it shall be determined that the
Covered Person is not entitled to be indemnified as authorized in Section 10(c)
hereof.
(e) The Company may purchase and maintain insurance, on behalf of Covered Persons and
such other persons as the Managers shall determine, against any liability that may be
asserted against or expenses that may be incurred by any such person in connection with the
activities of the Company or such indemnities, regardless of whether the Company would have
the power to indemnify such person against such liability under the provisions of this
Agreement. The Company may enter into indemnity contracts with Covered Persons and such
other Persons as the Managers shall determine and adopt written procedures pursuant to which
arrangements are made for the advancement of expenses and the funding of obligations
hereunder and containing such other procedures regarding indemnification as are appropriate.
For purposes of this Agreement, a “Covered Person” means a Member, Manager, an
Officer, a person to whom the Managers delegate management responsibilities, any affiliate,
officer, director or shareholder of a Member, or Manager, or any employee or agent of the
Company or of a Covered Person.
11. Certificates of Membership Interest. All membership interests in the Company
shall be certificated in the form attached hereto as Exhibit B or in such other form as the
Managers may elect. The Company hereby irrevocably elects that all membership interests in the
Company shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in
the State of Delaware. Each certificate evidencing membership interests in the Company shall bear
the following legend: “This certificate evidences an interest in Fabrene, L.L.C. and shall be a
security for purposes of Article 8 of the Uniform Commercial Code as in effect in the State of
Delaware.” This provision shall not be amended, and no such purported amendment to this provision,
shall be effective until all outstanding certificates have been surrendered for cancellation.
12. Amendments. This Agreement may be amended or modified from time to time only by a
written instrument executed by the Member.
13. 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.
14. Transfer. The Member’s membership interest is transferable either voluntarily or
by operation of law. Upon the transfer of a Member’s entire membership interest (other than a
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temporary transfer or transfer as a pledge or security interest) the Member shall cease to be
a Member and shall have no further rights or obligations under this agreement, except that the
Member shall have the right to such information as may be necessary for the computation of the
Member’s tax liability.
15. Admission of Additional Members. The Member may admit additional Members and
determine the capital contributions of such additional Members.
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IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the
date first above written.
| MEMBER: CHICOPEE, INC. |
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: | Secretary | |||
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EXHIBIT A
MEMBERS
MEMBERS
| Member | Member Interest | |||
Chicopee, Inc. |
100 | % | ||
c/o Polymer Group, Inc. |
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Attention: President |
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇ |
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EXHIBIT B
THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE
SECURITIES LAWS, AND FABRENE, L.L.C. MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO
VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER,
OR OTHER DISPOSITION OF SUCH INTERESTS.
THIS CERTIFICATE EVIDENCES AN INTEREST IN FABRENE, L.L.C. AND SHALL BE A SECURITY FOR THE PURPOSES
OF ARTICLE 8 OF, THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE
No. 1
FABRENE, L.L.C.
A Limited Liability Company under the laws of the State of Delaware
Certificate of Interest
This certifies that _____[Y]___________, Inc. is the owner of a membership interest in Fabrene,
L.L.C. (the “Company”) subject to the terms of the Limited Liability Company Agreement
dated as of December 29, 2007, as the same may be amended from time to time in accordance with its
terms (the “Limited Liability Company Agreement”). The membership interest evidenced hereby
shall be the interest in the Company appearing on Exhibit A to the Limited Liability
Company Agreement set forth thereon, as the same may be amended from time to time in accordance
with its terms.
This Certificate of Interest may be transferred by the lawful holders hereof only in accordance
with the provisions of the Limited Liability Company Agreement.
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT.
IN WITNESS WHEREOF, the said Company has caused this Certificate to be issued to its member
______[Y]________, Inc. this day of, _______.
| FABRENE, L.L.C. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE
INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE
SECURITIES LAWS, AND FABRENE, L.L.C. MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO
VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER,
OR OTHER DISPOSITION OF SUCH INTERESTS.
THIS CERTIFICATE EVIDENCES AN INTEREST IN FABRENE, L.L.C. AND SHALL BE A SECURITY FOR THE PURPOSES
OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE
No. 1
FABRENE, L.L.C.
A Limited Liability Company under the laws of the State of Delaware
Certificate of Interest
This certifies that Chicopee, Inc. is the owner of a membership interest in Fabrene, L.L.C. (the
“Company”) subject to the terms of the Limited Liability Company Agreement dated as of
December 29, 2007, as the same may be amended from time to time in accordance with its terms (the
“Limited Liability Company Agreement”). The membership interest evidenced hereby shall be
the interest in the Company appearing on Exhibit A to the Limited Liability Company
Agreement set forth thereon, as the same may be amended from time to time in accordance with its
terms.
This Certificate of Interest may be transferred by the lawful holders hereof only in accordance
with the provisions of the Limited Liability Company Agreement.
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT.
IN WITNESS WHEREOF, the said Company has caused this Certificate to be issued to its member,
Chicopee, Inc. this 29th day of December, 2007.
| FABRENE, L.L.C. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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FOR VALUE RECEIVED, does hereby sell, assign and transfer unto
(print or type name of assignee)
the membership interest evidence by the within Certificate, and does hereby irrevocably constitute
and appoint attorney to transfer the said interest on the books of the within-named Company, with
full power of substitution in the premises.
Dated as of:
| By: | ||||
| Name: | ||||
| Title: | ||||
In presence of:
NOTICE: The signature to
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.
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.
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