AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPITA INTERNATIONAL L.L.C. MARCH 13, 2008
Exhibit T3B.7
AMENDED AND RESTATED
OF
CAPITA INTERNATIONAL L.L.C.
MARCH 13, 2008
This Limited Liability Company Agreement (together with the schedules attached hereto, this
“Agreement”) of Capita International L.L.C. (the “Company”), is entered into by Capita Corporation
and CIT Communications Finance Corporation, as Members (the “Members”). Capitalized terms used
herein and not otherwise defined have the meanings set forth on Schedule A hereto.
The Members, by execution of this Agreement, (i) hereby continues the Company as a manager
managed limited liability company pursuant to and in accordance with the Delaware Limited Liability
Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”),
and (ii) hereby agrees as follows:
1. Name.
The name of the limited liability company heretofore continued hereby is Capita International
L.L.C.
2. Principal Business Office.
The principal business office of the Company shall be located at 0 XXX Xxxxx,
Xxxxxxxxxx, XX 00000 or such other location as may hereafter be determined by the Members.
3. Registered Office.
The address of the registered office of the Company in the State of Delaware is c/o The
Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent.
The name and address of the registered agent of the Company for service of process on the
Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. Members.
The name and the mailing address of the Member(s) are set forth on Schedule B attached
hereto.
6. Certificates.
The actions taken by Xxxxxx X. Xxxxxx, as an “authorized person” within the meaning of the
Act, to execute, deliver and file the Certificate of Formation with the Secretary of the State of
Delaware are hereby ratified. Upon the filing of the Certificate of Formation with the Secretary of
State of the State of Delaware, his powers a an “authorized person” ceased and the Members
thereupon became the designated “authorized person” and shall continue as the
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designated “authorized person” within the meaning of the Act. Any of the Managers, as herein
defined, shall execute, deliver and file any other certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction
in which the Company may wish to conduct business.
7. Purposes.
The Company is formed for the object and purpose of, and the nature of the business to be
conducted and promoted by the Company is, engaging in any lawful act or activity for which limited
liability companies may be formed under the Act.
8. Powers.
The Company (i) shall have and exercise all powers necessary, convenient or incidental to
accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the
powers and rights conferred upon limited liability companies formed pursuant to the Act.
9. Management.
a. Classes of Managers. As permitted under the Delaware Limited Liability
Company Act, as amended, the Company shall have two classes of Managers.
(i.) Class 1 Managers shall constitute the Board of Managers and shall be entitled to
vote at all of its meetings. The term “Class 1 Managers” shall be interchangeable with the term
“Manager” as it relates to limited liability companies, in general.
(ii) Class 2 Managers shall be elected by the Board of Managers. Class 2 Managers
shall not be members of the Board of Managers nor shall they be entitled to vote at any meetings
thereof. Class 2 Managers shall serve as the officers of the Company as described in Section 11
below. When circumstances so require, Class 2 Managers may execute documents under the title
“Manager” provided that such action is within the scope of authority, as set forth in this
Agreement or by resolution of the Board of Managers, of the office to which said Class 2 Manager
has been elected by the Board of Managers. The term “Class 2 Manager” shall not be interchangeable
with the term “Manager” as it relates to limited liability companies, in general, nor as such term
appears hereinafter in this Agreement.
a. Board of Managers. The business and affairs of the Company shall be managed by or
under the direction of a Board of one or more Class 1 Managers (hereinafter “Manager”). The Members
may determine at any time in its sole and absolute discretion the number of Managers to constitute
the Board. The authorized number of Managers may be increased or decreased by the Members at any
time in its sole and absolute discretion. The initial number of Managers shall be two. Each Manager
elected, designated or appointed shall hold office until a successor is elected and qualified or
until such Manager’s earlier death, resignation or removal. Each Manager shall execute and deliver
the Management Agreement. Managers need not be Members.
x. Xxxxxx. The Board of Managers shall have the power to do any and all acts
necessary, convenient or incidental to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise. The Board of Managers has the authority to bind the
Company.
c. Meeting of the Board of Managers. The Board of Managers of the Company may hold
meetings, both regular and special, within or outside the State of Delaware.
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Regular meetings of the Board may be held without notice at such time and at such place as shall
from time to time be determined by the Board. Special meetings of the Board may be called by the
President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram
or any other means of communication, and special meetings shall be called by the President or
Secretary in like manner and with like notice upon the written request of any one or more of the
Managers.
d. Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers
shall constitute a quorum for the transaction of business and, except as otherwise provided in any
other provision of this Agreement, the act of a majority of the Managers present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be present at any
meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be present. Any
action required or permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
e. Electronic Communications. Members of the Board, or any committee designated by the
Board, may participate in meetings of the Board, or any committee, by means of telephone conference
or similar communications equipment that allows all persons participating in the meeting to hear
each other, and such participation in a meeting shall constitute presence in person at the meeting.
If all the participants are participating by telephone conference or similar communications
equipment, the meeting shall be deemed to be held at the principal place of business of the
Company.
f. Committees of Managers.
(i) The Board may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the Managers of the Company. The Board
may designate one or more Managers as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
(ii) In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether or not such
members constitute a quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member.
(iii) Any such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the management of the business
and affairs of the Company. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required.
g. Written Consent of Managers. Whenever, by provision of statute or of the
Certificate of Formation or by this Limited Liability Company Agreement, the vote of the Board of
Managers or any committee thereof is required or permitted to be taken at a meeting thereof in
connection with any action, the meeting and the vote of the Board of Managers or any committee
thereof may be dispensed with if all of the members of the Board of Managers or the committee
consent in writing to the adoption of a resolution authorizing the action. The resolution and the
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written consent thereto by the members of the Board of Managers or the committee shall be filed
with the minutes of the proceedings of the Board of Managers or committee.
h. Removal of Managers. Unless otherwise restricted by law, any Manager or the entire
Board of Managers may be removed, with or without cause, by majority vote of the Member(s), and,
any vacancy caused by any such removal may be filled by majority vote of the Member(s).
i. Managers as Agents. To the extent of their powers set forth in this Agreement,
Class 1 Managers and Class 2 Managers (collectively referred to in this sub-section as “Managers”)
are agents of the Company for the purpose of the Company’s business, and the actions of the
Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.
10. Duties of Managers.
Except as provided in this Agreement, in exercising their rights and performing their duties
under this Agreement, the Managers shall have a fiduciary duty of loyalty and care similar to that
of a director of a business corporation organized under the General Corporation Law of the State of
Delaware.
11. Officers.
a. Offices, Election, Term.
(i) The Board of Managers may elect or appoint Class 2 Managers
who shall serve as the officers of the Company (hereinafter “Officers” or by specific title),
including a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and a Controller, and such other officers as it may determine, who shall have such
duties, powers and functions as hereinafter provided. The Chairman of the Board, the President or
the Chief Executive Officer together with the Secretary of the Company may appoint any such other
officers or agents, other than a Chief Executive Officer, President or Secretary, fix their term of
office, and prescribe their respective authorities and duties. Any two or more offices may be
held by the same person.
(ii) All officers shall be elected or appointed to hold office until the meeting of the
Board of Managers immediately following the Annual Meeting of Members.
(iii) Each officer shall hold office for the term for which he is elected
or appointed and until his successor has been elected or appointed and qualified or until his
earlier resignation or removal.
(iv) The Board of Managers may require any officer to give security for the faithful
performance of his duties.
(v) The Board of Managers may appoint such other officers and agents as it may deem
advisable, who shall hold their offices for such term and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Managers.
b. Removal and Resignation.
(i) Any officer elected or appointed by the Board of Managers may be
removed by the Board at any time, with or without cause.
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(ii) Any officer elected or appointed by the Chairman of the Board, the Chief Executive
Officer or the President together with the Secretary of the Company may be removed by said
officers and/or the Board of Managers at any time, with or without cause.
(iii) If, for any reason, any elected or appointed officer of the Company ceases to be
employed by CIT Group Inc. or any of its affiliates, such cessation of employment shall have the
same effect as if such individual resigned as an officer of the Company. Under such circumstances,
the Board of Managers shall not require the resigning officer to deliver a signed resignation, but
instead, based on information received from the Human Resources Department of CIT Group Inc. or
any of its affiliates, the Secretary or any Assistant Secretary of the Company shall file with the
minutes of the meetings of the Company a notice of the officer’s cessation of employment and
consequent resignation as an officer of the Company.
(iv) In the event of the death, resignation or removal of an officer, the Board of Managers,
in its discretion, may elect or appoint a successor to fill the unexpired term.
(v) The Board of Managers may fill any vacancy occurring in any office for any reason and
may, in its discretion, leave unfilled for such period as it may determine any offices other than
those of President, Treasurer and Secretary. Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.
c. The Chief Executive Officer. The Chief Executive Officer shall: (i) oversee the
overall business and management of the Company; (ii) report to the Members on the business and
affairs of the LLC; and (iii) perform such duties as from time to time may be assigned to him by
the Board of Managers.
d. The President. The President shall: (i) preside at all meetings of the Board of
Managers, provided that the President is a member of the Board of Managers; (ii) be controlled by
the Chief Executive Officer and the Board of Managers of the Company and shall make reports
concerning the business and affairs of the Company to the Chief Executive Officer and the Board of
Managers as requested; and (iii) have the general powers and duties of supervision, management,
direction and control of the business of the Company usually vested in the office of President,
including, without limitation, the authority to sign or countersign all certificates, contracts, or
other instruments of the Company as authorized by the Board of Managers.
The officers of the Company shall be responsible to the President for the proper and faithful
discharge of their several duties, and shall each report to him as he may from time to time
require.
e. The Vice Presidents and Managing Directors. Categories of Vice Presidents may
include, but are not limited to, Executive Vice Presidents, Senior Vice Presidents, and Assistant
Vice Presidents. Categories of Managing Directors may include, but are not limited to, Directors
and Senior Directors. In addition to those authorities set out below, each Vice President and
Managing Director shall have such duties and authorities as may be described by the Board of
Directors or by the officer to whom such Vice President or Managing Director reports. The term
Vice President(s) as used in these by-laws shall include all ranks of Vice President and Managing
Director.
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The Vice Presidents shall possess the power to sign all certificates, contracts, obligations
and other instruments to which the Company is a party and such execution by any one of the Vice
Presidents shall be legal, valid, and binding upon the Company. During the absence or disability
of the President, the Vice President or, if there are more than one, the Vice Presidents in the
order of (i) rank, (ii) election, or (iii) as determined by the board of Managers, shall have all
of the powers and functions of the President. Each Vice President shall perform such other duties
as the President may delegate or as the Board of Managers shall prescribe.
f. The Secretary. The Secretary shall: (i) keep the minutes of all meetings of the
Board of Managers and of the Stockholders and cause the same to be recorded in the books provided
for that purpose; (ii) give or cause to be given notice of all meetings of Members and of special
meetings of the Board of Managers; (iii) keep all the documents and records of the Company, as
required by law or otherwise, in the proper and safe manner; and (iv) perform all such other
duties as may be incident to the office of Secretary and perform all such other duties as may be
prescribed by the President or the Board of Managers.
g. The Assistant Secretary. During the absence or disability of the Secretary, the
Assistant Secretary or, if there be more than one, the one so designated by the Secretary, the
President or the Board of Managers, shall have all the powers and functions of the Secretary. The
Assistant Secretary shall perform all such other duties as may be prescribed by the Secretary, the
President, or the Board of Managers.
h. The Treasurer. The Treasurer shall: (i) have the custody of the corporate funds
and securities; (ii) keep full and accurate accounts of receipts and disbursements in the
corporate books; (iii) deposit all money and other valuables in the name and to the credit of the
Company in such depositories as may be designated by the Board of Managers; (iv) disburse the
funds of the Company as may be ordered or authorized by the Board of Managers and preserve proper
vouchers for such disbursements; (v) render to the President and the Board of Managers, at the
regular meetings of the Board of Managers, or whenever they require it, an account of all his
transactions as Treasurer and of the financial condition of the Company; (vi) render a full
financial report at the Annual Meeting of the Members, if so requested; (vii) be furnished by all
corporate officers and agents, at his request, with such reports and statements as he may require
as to all financial transactions of the Company; and (viii) perform such other duties as are given
to him by these By-Laws or from time to time, are assigned to him by the Board of Managers or the
President.
i. The Assistant Treasurer. During the absence or disability of the
Treasurer, the Assistant Treasurer, or, if there be more than one, the one so designated by the
Treasurer, the President or the Board of Managers, shall have all the powers and functions of the
Treasurer. The Assistant Treasurer shall perform all such other duties as may be prescribed by the
Treasurer, the President, or the Board of Managers.
j. The Controller. The Controller shall examine and certify the accounts of the
Company and shall report to the Board of Managers or to such officer as the Board of Managers may
require.
k. The Assistant Controller. During the absence or disability of the
Controller, the Assistant Controller, or, if there be more than one, the one so designated by the
Controller, the President or the Board of Managers, shall have all the powers and functions of the
Controller. The Assistant Controller shall perform all such other duties as may be prescribed by
the Treasurer, the President, or the Board of Managers.
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I. Delegation of Duties. In the case of the absence of any officer of the Company,
or for any other reason that the Board of Managers deems sufficient, the Board of Managers may
delegate, for any designated period of time, the powers or duties, or any of these, of such
officer to any other officer, or to any Manager, provided that one person is not given the powers
and duties of both the President and Secretary.
m. Voting in Other Corporations. Whenever the Company owns an interest in any other
company or legal entity, any right or power of the Company as such owner (including the
attendance, acting and voting at Stockholder/Member/owner meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on behalf of the Company by the
President, the Secretary, or such other person as the Board of Managers may authorize.
n. Officers as Agents. The Officers, to the extent of their powers set forth in this
Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement,
are agents of the Company for the purpose of the Company’s business, and, the actions of the
Officers taken in accordance with such powers shall bind the Company.
o. Duties of Officers. Except to the extent otherwise provided herein, each Officer
shall have a fiduciary duty of loyalty and care similar to that of officers of business
corporations organized under the General Corporation Law of the State of Delaware.
p. Forms of Signature. Acceptable forms of signature under which the officers may
bind the Company are by hand, autographically, by facsimile or by uniquely marked,
computer-generated signatures or by other electronic methods. As set forth in Section 9a(2) of
this Agreement, when circumstances so require Officers, being Class 2 Managers, may execute
documents under the title “Manager” provided that such action is within the scope of authority, as
set forth in this Agreement or by resolution of the Board of Managers, of the office to which said
Class 2 Manager has been elected by the Board of Managers.
12. Indemnification.
The Company shall indemnify its officers, Managers, employees and agents to the extent set
forth in the By-Laws of CIT Group Inc., the ultimate parent of the Company and/or any successor
thereto, as permitted by the Act.
13. Capital Contributions.
The Members listed on Schedule B attached hereto are deemed admitted as Members
of the Company.
14. Additional Contributions.
The Members are not required to make an additional capital contribution to the Company.
However, Members may make additional capital contributions to the Company at any time upon the
written consent of such Members. To the extent that the Members make an additional capital
contribution to the Company, the Members shall revise Schedule B of this Agreement. The
provisions of this Agreement, including this Section 14, are intended solely to benefit the Members
and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon
any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary
of this Agreement) and no Members shall have any duty or obligation to any creditor of the Company
to make any contribution to the Company or to issue any call for capital pursuant to this
Agreement.
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15. Allocation of Profits and Losses.
The Company’s profits and losses shall be allocated to the Members.
16. Distributions.
Distributions shall be made to the Members at the times and in the aggregate amounts
determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement,
the Company shall not be required to make a distribution to any Members on account of its interest
in the Company if such distribution would violate Section 18-607 of the Act or any other applicable
law or the Basic Documents.
17. Books and Records.
The Board shall keep or cause to be kept complete and accurate books of account and records
with respect to the Company’s business. The books of the Company shall at all times be maintained
by the Board. Each Member and its duly authorized representatives shall have the right to examine
the Company books, records and documents during normal business hours. The Company, and the Board
on behalf of the Company, shall not have the right to keep confidential from the Members any
information that the Board would otherwise be permitted to keep confidential from the Members
pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using the
method of accounting determined by the Members. The Company’s independent auditor shall be an
independent public accounting firm selected by the Members.
18. Assignments.
The Members may assign in whole or in part its limited liability company interest in the
Company. If a Member transfers all of its limited liability company interest in the Company
pursuant to this Section 18, the transferee shall be admitted to the Company as a member of the
Company upon its execution of an instrument signifying its agreement to be bound by the terms and
conditions of this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the transfer, and,
immediately following such admission, the transferor Member shall cease to be a member of the
Company.
19. Resignation.
A Member may resign from the Company with the written consent of the Members. If a Member is
permitted to resign pursuant to this Section 19, an additional member of the Company shall be
admitted to the Company, subject to Section 20, upon its execution of an instrument signifying its
agreement to be bound by the terms and conditions of this Agreement, which instrument may be a
counterpart signature page to this Agreement. Such admission shall be deemed effective immediately
prior to the resignation, and, immediately following such admission, the resigning Member shall
cease to be a member of the Company.
20. Admission of Additional Members.
One or more additional members of the Company may be admitted to the Company with the
written consent of the Members.
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21. Dissolution.
a. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur
of the following: (i) the retirement, resignation or dissolution of the Members or the occurrence
of any other event which terminates the continued membership of the Members in the Company unless
the business of the Company is continued in a manner permitted by the Act or (ii) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.
b. The bankruptcy (as defined in Section 18-101(1) of the Act) of a Member shall not cause a
Member to cease to be a member of the Company and upon the occurrence of such an event, the
business of the Company shall continue without dissolution.
c. In the event of dissolution, the Company shall conduct only such activities as are
necessary to wind up its affairs (including the sale of the assets of the Company in an orderly
manner), and the assets of the Company shall be applied in the manner, and in the order of
priority, set forth in Section 18-804 of the Act.
22. Waiver of Partition; Nature of Interest.
Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by
law, each Member hereby irrevocably waives any right or power that such Member might have to cause
the Company or any of its assets to be partitioned, to cause the
appointment of a receiver for all
or any portion of the assets of the Company, to compel any sale of all or any portion of the assets
of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding
at law or in equity to cause the dissolution, liquidation, winding up or termination of the
Company. No Member shall have any interest in any specific assets of the Company, and no Member
shall have the status of a creditor with respect to any distribution pursuant to Section 16 hereof.
The interest of the Members in the Company is personal property.
23. Benefits of Agreement; No Third-Party Rights.
None of the provisions of this Agreement shall be for the benefit of or enforceable by any
creditor of the Company or by any creditor of any Member. Nothing in this Agreement shall be deemed
to create any right in any Person (other than Covered Persons) not a party hereto, and this
Agreement shall not be construed in any respect to be a contract in whole or in part for the
benefit of any third Person.
24. Severability of Provisions.
Each provision of this Agreement shall be considered severable and if for any reason any
provision or provisions herein are determined to be invalid, unenforceable or illegal under any
existing or future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid, enforceable and legal.
25. Entire Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof.
26. Governing Law.
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This Agreement shall be governed by and construed under the laws of the State of Delaware
(without regard to conflict of laws principles), all rights and remedies being governed by said
laws.
27. Amendments.
This Agreement may not be modified, altered, supplemented or amended except pursuant to a
written agreement executed and delivered by the Members.
28. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original of this Agreement and all of which together shall constitute one and the same instrument.
29. Notices.
Any notices required to be delivered hereunder shall be in writing and personally delivered,
mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall
be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at
its address in Section 2, (b) in the case of a Member, to such Member at its address as listed on
Schedule B attached hereto and (c) in the case of either of the foregoing, at such other
address as may be designated by written notice to the other party.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Agreement as of the 13th day of March, 2008.
| MEMBER: CAPITA CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| Title: | Senior Vice President & Secretary | |||
| MEMBER: CIT COMMUNICATIONS FINANCE CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| Title: | Senior Vice President & Secretary | |||
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SCHEDULE A
Definitions
A. Definitions
When used in this Agreement, the following terms not otherwise defined herein have the
following meanings:
“Act” has the meaning set forth in the preamble to this Agreement.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly
Controlling or Controlled by or under direct or indirect common Control with such Person.
“Agreement” means this Amended and Restated Limited Liability Company Agreement of the
Company, together with the schedules attached hereto, as amended, restated or supplemented form
time to time.
“Board” or “Board of Managers” means the Board of Managers of the
Company.
“Certificate of Formation” means the Certificate of Formation of the Company filed
with the Secretary of State of the State of Delaware on July 12, 1994, as amended or amended and
restated from time to time.
“Class 1 Manager” means the managers constituting the Board of Managers and who are
entitled to vote at all meetings thereof.
“Class 2 Manager” means the managers who are appointed by the Board of Managers to
serve as the officers of the Company and who are not entitled to vote at meetings of the Board of
Managers.
“Control” means the possession, directly or indirectly, or the power to direct or
cause the direction of the management or policies of a Person, whether through the ownership of
voting securities or general partnership or managing member interests, by contract or otherwise.
“Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of
the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or
indirectly, a majority of the ownership interests.
“Covered Persons” has the meaning set forth in Section 18a.
“Manager” means the Class 1 Manager(s) elected to the Board of Managers from time to
time by the Members. A Manager is hereby designated as a “manager” of the Company within the
meaning of Section 18-101(10) of the Act.
“Management Agreement” means the agreement of the Class 1 Managers in the form
attached hereto as Schedule C.
“Members” means Capita Corporation and CIT Communications Finance Corporation,
and includes any Person admitted as an additional member of the Company or a substitute
member of the Company pursuant to the provisions of this Agreement.
“Officer” means a Class 2 Manager elected as an officer of the Company
described in Section 11. The initial Officers are listed on Schedule D hereto.
A-1
“Person” means any individual, corporation, partnership, joint venture, limited
liability company, limited liability partnership, association, joint-stock company, trust,
unincorporated organization, or other organization, whether or not a legal entity, and any
governmental authority.
B. Rules of Construction
Definitions in this Agreement apply equally to both the singular and plural forms of the
defined terms. The words “include” and “including” shall be deemed to be followed by the phrase
“without limitation.” The terms “herein,” “hereof and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The
Section titles appear as a matter of convenience only and shall not affect the interpretation of
this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a
particular document shall be references to such parts of this Agreement.
A-2
