SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
CONSTELLA GROUP, LLC
ThisSecondAmendedandRestatedOperatingAgreement (the“Agreement”)of ConstellaGroup,LLC,aNorthCarolinalimitedliabilitycompany (the“Company”),is made effective as of October 18, 2007 (the“Effective Date”)by Systems Research andApplications Corporation,a Virginia corporation(“SRAC' or the “Member”),itssole Member.
RECITALS:
A. Constella Group,LLCwas formed on December 29, 2004 under the name New ConstellaGroup, LLC under the NorthCarolina Limited Liability Company Act, Chapter 57C-1-01,etseq. (the“Act”),byvirtue ofArticles of Organizationfiled with the North Carolina Secretaryof State(“NCSOS”').An OperatingAgreementdatedas of December 31,2004 (the“Original Agreement”)was entered into by the members identified on ScheduleAto the OriginalAgreement.
B. New Constella Group, LLC changed its name to ConstellaGroup, LLC by virtue of that certain Amendment of Articles of Organization filed pursuant to the Act with the NCSOS on January 19, 2005.
C. The OriginalAgreement was amendedandrestated in its entiretybythatcertain Amended andRestatedOperating AgreementdatedJanuary 13, 2005 and subsequentlyamended by (i)that certain FirstAmendment to the Amended and Restated OperatingAgreement dated September28,2005, (ii) that certain Amendmentto Amendedand RestatedOperating AgreementdatedSeptember1, 2006 (iii) that certain Amendment to Amended and Restated Operating Agreementdated November30, 2006 and (iv) that certain Amendmentto and Waiver Under Amendedand Restated OperatingAgreement dated June 19, 2007(the“First Amended Agreement”).
D. Pursuant to that certain Equity Purchase Agreement dated June 20, 2007 (the“EPA”)by and among SRAInternational, Inc., aDelaware corporation, SRAC,the Company, those Persons listed onSchedule 1 to theEPA (each a“Seller”and collectively,“Sellers”),Mr. Donald A.Holzworth, whocontrolsone of theSellers, asa representative of all of theSellers, Mr. Donald A.Holzworth, individually, Donald A. Holzworth Irrevocable Trust dated December 31, 1999 between DonaldA. Holzworth as grantorandRichard L. Elmendorfas trustee, Charles G. Lineberry and Cathy Frieden Lineberry, the Sellers sold all of their respective unitsand percentage interests in the Company to SRAC.
E. SRAC now desires to amend and restatethe First Amended Agreement inits entirety tosetforth the terms and conditions by whichtheCompany shallbe governed.
NOW, THEREFORE, SRAC declares thatthe operating agreementof the Companyshall be as follows:
1. Name.
(a) The name of the Company is Constella Group,LLC.The business of the Company may beconducted under any other name deemed necessary or desirable bythe Managers in order to comply with local law.
(b) As of theEffectiveDate, SRAChereby agrees toamendand restate the Company's First Amended Agreement initsentirety in conformance withthe provisions of the Act andagreesthat the rights and liabilities oftheMember shall beas provided in theAct, except as providedherein.
2. Purpose. The Company is organized to transact alllawful activitiesand business thatmay be conducted by a limited liability company underthe laws of the State ofNorth Carolina.
3. Registered Office; Registered Agent. The address of the registered office of the Company inthe State ofNorth Carolinashall be determinedby theManagers and placedof record withthe NCSOS.The nameand addressoftheregistered agent oftheCompanyfor service of processon theCompanyin the State of NorthCarolina shall be determined by the Managers and placedof recordwith the NCSOS.The addressof the registered office andthe registered agent shallbe located within the State of North Carolina.
4. Principal Office. The principal office address of the Company shall 2605 MeridianParkway Durham, NC 27713,or such other place as the Membermay determine from time totime.
5. Member.The name, mailing address andpercent ofownership interestin the Company of the Member (the“MemberSchedule”)areas setforthinAnnex Ahereto, as such AnnexA may beamended fromtime to time. TheMember is hereby confirmedas a member of the Company and agrees to be bound bythe terms of thisAgreement.
6. Powers. Except asotherwise provided in this Agreement, the Managersshall have the power to do anyandall actsnecessaryor convenientto orforthe furtheranceof the purposes described herein. Anyamendmentsand/orrestatements thereofand anyother applicationsorcertificates (and anyamendments and/or restatementsthereof) necessary forthe Companyto qualify to dobusiness in any jurisdiction in which the Company may wishto conductbusiness,as wellas such other agreementsandinstruments in connection with matters and transactionsotherwise approved by the Company with respectto the conduct of its business, shall be approved and executed by the Managers.
7. Management.
(a) In accordance with the Act, the responsibility and control of the management and conductof the Company's day-to-day activitiesand operationsshallbe vested in the Managers and such officers asthe Managers may appoint in their sole discretion.To the extentpermitted bylaw, the Managers shall beauthorizedtoact on behalf ofandto bindthe Company, including thecompletion, execution and deliveryofany andall agreements, deeds, instruments, receipts, certificates andotherdocuments, andto takeall such otheraction as they may considernecessaryor advisable inconnection with the management of the Company, including the delegation of theirauthority to the officersof the Company.
(b) The Managers agreethat all determinations, decisions and actions made or taken in accordance with this Agreementshall be conclusive and absolutely binding uponthe Company, the Managers and theirrespective successors, assigns and personal representatives.
(c) The Managersmay appoint such officers,from time to time, as the Managers deem necessaryand advisable as setforth in Section8.
(d) The Managers may (but neednot) adoptprocedures relating to meetings of the Managers and to the taking ofactions and may exercise its authority hereunder by resolution. A writtenresolution orconsentoftheManagers shall be conclusive evidence oftheact of the Managers set forth therein.
(e) Persons dealing with theCompany are entitled torelyconclusively upon the power and authority ofthe Managers as hereinset forth.
(f) The followingindividuals areherebyappointed as theManagers ofthe Company, eachto serve in such office untilhis orher successor(s) shall have been duly elected and qualifiedoruntil his orherearlier death,resignation or removal:
Stanton D. Sloane
StephenC. Hughes
ErnstVolgenau
8. Officers.
(a) The officers of the Company shall consist of a President and Chief ExecutiveOfficer, aChief Financial Officer/Treasurerand a Secretary. TheManagers mayelect such other officersas theManagers deem necessary, which mayconsist of one (1)or moreVice Presidents, one (1) or moreAssistant Treasurers and one (1) or moreAssistant Secretaries.The Managers may also appointsuch other officers as the Managersmay determinenecessaryor appropriate. Any person may hold two (2)or more offices, except President and VicePresident. Theterm ofeach officershall expireuponthe earlier resignation, removalor death ofsuch officer.The Managers have initially appointed the following individuals to the offices indicated below,each toserve in such office untilhis or hersuccessor(s) shallhave beenduly electedand qualified or until his or her earlier death,resignation or removal:
| | Stanton D. Sloane | President and Chief Executive Officer |
| | Stephen C. Hughes | Chief Financial Officer/Treasurer and Secretary |
| | Melissa A. Burgum | Assistant Treasurer and Assistant Secretary |
(b) President and Chief Executive Officer. The President and Chief Executive Officer shall be theprincipal operating officer of the Company and, subject to the control of the Managers shall, in general, supervise and control all the business and affairs of the Company. The President and Chief Executive Officer shall, when present, preside at all meetings of the Managers. The President and Chief Executive Officer may sign, with the Secretary or any other proper officer of the Company thereunto authorized by the Managers, any deeds, mortgages, bonds, contracts or other instruments which the Managers have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Managers or by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed; and, in general, shall perform all duties incident to the office of President and Chief Executive Officer and such other duties as may be prescribed by the Managers from time to time.
(c) Chief Financial Officer/Treasurer; Assistant Treasurer(s). The Chief Financial Officer/Treasurer shall have the custody of the Company's funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Company and shall deposit all monies and other valuable effects in the name and to the credit of the Company in those depositories designated by the Managers. The Chief Financial Officer/Treasurer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for the disbursements, and shall render to the President and Chief Executive Officer and the Managers, at any meeting of the Managers or whenever they may require it, an account of all transactions as Chief Financial Officer/Treasurer and of the financial condition of the Company. If required by the Managers, the Chief Financial Officer/Treasurer shall give the Company a bond in an amount and with a surety or sureties which are satisfactory to the Managers for the faithful performance of the duties of the Chief Financial Officer's/Treasurer's office and for the restoration to the Company, in case of the Chief Financial Officer's/Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, monies and other property of whatever kind in the Chief Financial Officer's/Treasurer's possession or control belonging to the Company. In the absence or disability of the Chief Financial Officer/Treasurer, the President and Chief Executive Officer or the Managers may direct any Assistant Treasurer to assume the duties of the Chief Financial Officer/Treasurer. Each Assistant Treasurer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the President and Chief Executive Officer or !he Managers shall designate from time to time.
(d) Vice President(s). The Vice President (or in the event there shall be more than one (1) Vice President, in the order designated at the time of their appointment; or in the absence of any designation, then in the order of their appointment), if any, shall perform, in addition to any other duties as may be assigned to him from time to time by the President and Chief Executive Officer or the Managers, the duties of the President and Chief Executive Officer in the event of the disability or death of the President and Chief Executive Officer, and, when so acting, shall have all of the powers of, and be subject to, the restrictions upon the President and Chief Executive Officer. The Managers may also designate one (1) or more Vice Presidents as Executive or Senior Vice President or as Vice President for particular areas of responsibility.
(e) Secretary; Assistant Secretar(y)(ies).The Secretary shall keep therecord of theactionsof theMember and the Managers, authenticate the records of the Company and give and serve all noticesof the Company. The Secretary shall have charge of such books and papers as the Managers may direct, andshall perform all ofthe duties incidental to this office. The Assistant Secretaries, in general,shall perform the dutiesassignedto themby theSecretary, oras maybeassigned to them from time totime by the President and Chief Executive Officer or the Managers.
(f) Resignation of Officers. Anofficer may resignatany time by delivering notice to the Managers. A resignationis effective whenthe notice is deliveredunless the notice specifies a latereffective date.Upon the resignation ofan officer, the Managers may appoint a successor tosuch office(s).
(g) Removal of Officers. The Managers may remove any officer at any time, with or without cause, bygivingawritten notice of removal to such officer. Upon the removal of anofficer, the Managers may appoint a successor to such office(s).
(h) Disability of Officers. In the absence or disabilityof an officer, or for any otherreason deemed sufficient by the Managers, the Managers may delegate the powersor dutiesof such officer to any other individual for thetime being.
9. Capital Contributions.The Member previously made acontribution to the capital ofthe Company.
10. Additional Contributions.
(a) The Membershall make such additionalcapital contributions to the Company asthe Member, in its discretion, may deem necessary or advisable in connectionwith the business of the Company.
(b) Theprovisions of Section 9 and thisSection 10areintendedsolely to benefit the Member ofthe Company and,to thefullest extent permitted bylaw, shall not be construedas conferring anybenefit upon any creditor of the Company otherthantheMember (and no such creditor ofthe Companyother than the Member shall be a thirdparty beneficiaryof this Agreement), andtheMember of the Companyshall nothaveaduty orobligation to any creditor of the Company (other than to the Member of the Company) tomake anycontribution to the Company and no Memberof the Company shall have anyduty or obligation to any creditor of theCompany (other than tothe Member oftheCompany) toissue any call for capital pursuant to this Section 10.
11. Allocation of Profits andLosses. The Company's income, profits, gains, losses, deductionsand credits for taxand accounting purposes shall be determined by the Company in accordance withgenerally accepted accounting principles.Such income, profits, gains, losses, deductions and credits shall be allocatedtothe Member.
12. Distributions.Unless otherwise prohibited by law, distributionsshall be made to the Member at thetimes and in the aggregate amounts determinedbythe Member.
13. Fiscal Year; Tax Matters.
(a) For so long as the Company shall be classified as a subsidiary of the Member, the fiscal year of the Company for accountingandtax purposes shallbe the same fiscal year as the Member,except for any shorttaxable year(s) as maybeotherwise required by the Internal Revenue Code of 1986, as amended(the“Code”).
(b) Proper and complete records and books of account of the business of the Company, including the Member Schedule, shall be maintained at the Company's principal place of business. The Member acknowledges and agrees that the Company shall be disregarded for Federal income tax purposes, unless otherwise changed by law or the Code. The Company's books of account shall be maintained on a basis consistent with such treatment and on the same basis utilized in preparing the Company's United States Federal income tax return. The Member shall maintain the records of the Company for three (3) years following the termination of the Company.
14. Assignments and Transfers of Interests.TheMembermayassign or transfer all or any portion of its interest in the Company.
15. Admission of Additional Members.One (1) or moreadditional persons may be admitted to the Company as a new Memberwith the prior written consent ofthe Member.
16. Liability of Member. Exceptas otherwise provided by the Act,the debts, obligations and liabilitiesofthe Company, whether arisingin contract,tort or otherwise, shall be solely thedebts,obligations and liabilities of the Company, and the Member and the Managers of the Company shall notbe obligated personally for any such debt,obligation or liability of the Company solely byreason ofbeingamember or a Manager. Nothing expressor implied shall be construed to confer uponor to giveany person except the Member andthe Managers anyrights or remedies under or byreason of this Agreement.
17. Dissolution.
(a) Subject to the occurrenceof an event ofdissolution pursuant to Section17(b), the Company shall have perpetual existence.
(b) TheCompany shall be dissolved upon thefirst tooccurof (i) the written consent ofthe Memberor (ii)the entry of an order of dissolution under the Act.
18. Indemnification. To the full extent permitted by law, the Company shall (a) indemnify any person or such person's heirs,distributees, next of kin, successors, appointees, executors, administrators, legal representativesor assigns who wasor is a party or is threatened tobemade a party to anythreatened, pending orcompleted action, suit orproceeding, whether civil, criminal,administrative or investigativeby reason of the fact that such person is or was a Member, Manager,director,officer, employee or agent ofthe Company or is or wasserving at the request of the Companyor itsMember as a member, manager, director, officer, employeeor agentof another corporation, limited liability company, partnership, joint venture, trust orother enterprise, domesticorforeign, against expenses, attorneys' fees,courtcosts, judgments, fines, amounts paid insettlement and otherlosses actuallyandreasonably incurredbysuch personin connectionwith such action,suit or proceeding and (b) advance expenses incurred byamanager, officeror director in defending suchcivil or criminal action, suitorproceedingto the full extent authorized or permittedby the lawsof the Stateof North Carolina. A Manager or officer of the Companyshall have no personal liability to the Company or its Memberfor monetarydamages for breach of fiduciaryduty as a Manager or officer;provided,however,that the foregoing provision shall not eliminate theliability of a Managerorofficerforactsoromissionsnotin goodfaith orwhich involve intentional misconduct or aknowing violationof lawor forany transactionfrom which the Manager or officerderivedan improperpersonal benefit.
19. Amendments.No amendmentto this Agreement shallbe effective unless made in a writing duly executed by theMemberandtheManagersand specifically referring to each provision of this Agreement being amended.
20. Governing Law.This Agreement shall be governedby, and construedunder, the laws of theState of North Carolina, all rights and remediesbeing governed bysaid laws. The Memberintends the provisionsof the Act to becontrolling as to any mattersnot set forth inthis Agreement.
(Signature page follows.)
IN WITNESS WHEREOF,the undersigned,intending to be legallybound hereby,has duly executedthis Second Amended and Restated Operating Agreement of Constella Group, LLC as of theEffective Date first abovewritten.
| | SYSTEMS RESEARCH AND |
| | APPLICATIONS CORPORATION |
| | By: | /s/ Stephen C. Hughes |
| | Name: | Stephen C. Hughes |
| | Title: | Chief Financial Officer, |
| | | Executive Vice President of Operations, |
| | | Secretary and Treasurer |
ANNEX A
TO THE
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
CONSTELLA GROUP, LLC
Member Schedule
| | | Percentage | |
| Name and address of Member | | Interest (%) | |
| | | | |
| Systems Research and Applications Corporation | | | 100 | % |
| 4300 Fair Lakes Court | | | | |
| Fairfax, VA 22033 | | | | |
| | | | | |
| TOTALS: | | | 100 | % |
