AMENDED AND RESTATED
OPERATING AGREEMENT
OF
ARMOR HOLDINGS GP, LLC
This Amended and Restated Operating Agreement (this "Agreement") of Armor
Holdings GP, LLC (the "Company"), is entered into as of the 8th day of October,
2003 by and between Armor Holdings, Inc. (the "Member"), a Delaware corporation,
and the Company.
Pursuant to and in accordance with the Limited Liability Company Law of
the State of Delaware, as amended from time to time (the "LLCL"), the Member
hereby agrees as follows:
1. Name. The name of the limited liability company shall be Armor Holdings
GP, LLC.
2. Office. The principal office of the Company shall be located at 1400
Marsh Landing Parkway, Suite 112, Jacksonville, FL 32250 or such other place or
places as the Member shall determine.
3. Term. The term of the Company commenced as of the date of filing of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware and the Company shall be dissolved and its affairs wound up as
provided in said Certificate, in this Agreement or as otherwise provided in the
LLCL.
4. Purpose. The Company is formed for the purpose of engaging in any
lawful act or activity for which limited liability companies may be organized
under the LLCL, and engaging in any other lawful act or activity for which
limited liability companies may be formed under the LLCL and engaging in any and
all activities necessary or incidental to the foregoing.
5. Member. The name and the mailing address of the Member is as follows:
Name Address
---- -------
Armor Holdings, Inc. 1400 Marsh Landing Parkway
Suite 112
Jacksonville, FL 32250
The Member is authorized to admit additional members and/or create
different classes of members.
6. Management; Powers. The business and affairs of the Company shall be
managed by the Member. The Member is authorized to execute any and all documents
on behalf of the Company necessary or appropriate in connection with the
acquisition, financing, operation, management or development of any property of
the Company. The Member may appoint one or more Managers and/or officers who
shall be authorized to exercise such of the Member's rights and power as
designated by the Member.
7. Capital Contributions. The initial capitalization of the Company by the
Member is set forth on Schedule A.
8. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company, provided however, that
additional capital contributions may be made at such time and in such amounts as
the Member shall determine.
9. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member as set forth on Schedule A.
10. Distributions. Distributions shall be made to the Members at the times
and in the aggregate amounts determined by the Member and in accordance with the
same percentages as profits and losses are allocated.
11. Certification of Membership Interests. Each Member's membership
interest in the Company shall be evidenced by a certificate (each, a
"Certificate"). Each Certificate shall be executed by the Manager or any
executive officer of the Company. The Company shall keep or cause to be kept a
register in which the Company will provide for the registration and transfer of
membership interests. Upon surrender for transfer of any Certificate, the
Company will cause the execution, in the name of the registered holder or the
designated transferee, of one or more new Certificates, evidencing the same
aggregate amount of membership interest as did the Certificate surrendered.
Every Certificate surrendered for transfer shall be duly endorsed, or be
accompanied by a written instrument of transfer, in form satisfactory to the
Manager or the executive officers of the Company, duly executed by the
registered holder thereof. The Company shall issue a new Certificate in place of
any Certificate previously issued if the record holder of the Certificate makes
proof by affidavit, in form and substance satisfactory to the Manager or
executive officers of the Company, that a previously issued Certificate has been
lost, destroyed or stolen. A membership interest in the Company evidenced by a
Certificate shall constitute a security for all purposes of Article 8 of the
Delaware Uniform Commercial Code.
12. Admission of Additional Members. The Member may cause the Company to
admit one or more additional members to the Company.
13. Liability of Members. The Member shall not have any liability for the
obligations or liabilities of the Company.
14. Exculpation of Member. The Member shall not be liable to the Company
for any breach of duty in such capacity, unless otherwise required by law.
15. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Operating Agreement.
ARMOR HOLDINGS GP, LLC
By: /s/ Robert R. Schiller
---------------------------------
Name: Robert R. Schiller
Title: Vice President
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
---------------------------------
Name: Robert R. Schiller
Title: Chief Operating Officer,
Chief Financial Officer
and Secretary
EXHIBIT A
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Name Capital Contribution Allocation of Profits and Losses
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Armor Holdings, Inc. $100 100%
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