Operating Agreement (2010)Full Document 

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OPERATING AGREEMENT

OF

MACHINING TECHNOLOGY GROUP, LLC

THIS OPERATING AGREEMENT (the “Agreement”), which is amended and restated, is made as of January 26, 2010, by and between Accellent LLC (the “Member”) and Machining Technology Group, LLC (the “Company”). This Agreement supersedes any prior operating agreement of the Company including, without limitation, the operating agreement made as of June 30, 2006.

WHEREAS, the Member desires to form a limited liability company under the laws of the State of Tennessee and to conduct certain business as a limited liability company;

NOW, THEREFORE, the Member and the Company agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the meanings set forth below:

“Act” means the Tennessee Revised Limited Liability Company Act, as amended, Tennessee Code Annotated Section 48-249-101 et seq.

“Agreement” shall have the meaning set forth in the first recital.

“Articles of Organization” means the Articles of Organization of the Company, as they may be amended from time to time.

“Company” means Machining Technology Group, LLC.

“Fiscal Year” means the fiscal year adopted by the Member.

“Losses” means the excess of all expenses of the Company over all income of the Company (including the amount of any losses recognized by the Company on the sale or other disposition of property) during a Fiscal Year, all as determined in accordance with the method of accounting utilized by the Company for federal income tax purposes.

“Member” means Accellent LLC.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate or other entity.

“Profits” means the excess of all income of the Company over all expenses of the Company (including the amount of any gains recognized by the Company on the sale or other disposition of property) during a Fiscal Year, all as determined in accordance with the method of accounting utilized by the Company for federal income tax purposes.


ARTICLE II

GENERAL

2.1 Formation. The Company was formed pursuant to the Tennessee Limited Liability Company Act by the filing of Articles of Organization with the Tennessee Secretary of State on October 27, 1998. On January 27, 2010, the Company filed Articles of Amendment with the Tennessee Secretary of State electing to be governed by the Act. The Company shall file any certificates as may be required to conduct business in any state.

2.2 Name. The name of the Company shall be Machining Technology Group, LLC. The Company may adopt and conduct its business under such assumed or trade names as the Member may from time to time determine. The Company shall file any fictitious name certificates as may be required to conduct business in any state.

2.3 Principal Executive Office. The principal place of business of the Company shall be at 100 Fordham Road, Wilmington, MA 01887. The business of the Company may also be conducted at such other or additional place or places as may be designated by the Member.

2.4 Registered Office and Agent. The initial registered agent and office of the Company in the State of Tennessee shall be CT Corporation System at 800 S. Gay Street, Suite 201, Knoxville, Tennessee 37929, County of Knox.

ARTICLE III

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