Exhibit
10.41


 


JOINT VENTURE


 


LIMITED LIABILITY COMPANY AGREEMENT


 


FOR


 


ARMY FLEET SUPPORT, LLC


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 FORMATION

  	
   

  
	
  ARTICLE 2 DEFINITIONS

  	
   

  
	
  ARTICLE 3 NATURE OF BUSINESS

  	
   

  
	
  ARTICLE 4 ACCOUNTING AND RECORDS

  	
   

  
	
  ARTICLE 5 NAMES OF MEMBERS

  	
   

  
	
  ARTICLE 6 RIGHTS AND DUTIES OF MEMBERS

  	
   

  
	
  ARTICLE 7 MANAGEMENT COMMITTEE

  	
   

  
	
  ARTICLE 8 GENERAL MANAGER

  	
   

  
	
  ARTICLE 9 CONTRIBUTIONS AND CAPITAL ACCOUNTS

  	
   

  
	
  ARTICLE 10 ALLOCATIONS AND DISTRIBUTIONS

  	
   

  
	
  ARTICLE 11 TAXES

  	
   

  
	
  ARTICLE 12 DISPOSITION OF MEMBERSHIP INTERESTS

  	
   

  
	
  ARTICLE 13 ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS

  	
   

  
	
  ARTICLE 14 DISSOLUTION AND WINDING UP

  	
   

  
	
  ARTICLE 15 AMENDMENT

  	
   

  
	
  ARTICLE 16 LIABILITY OF MEMBERS, MANAGEMENT COMMITTEE AND
  GENERAL MANAGER; INDEMNIFICATION

  	
   

  
	
  ARTICLE 17 INTELLECTUAL PROPERTY

  	
   

  
	
  ARTICLE 18 PROHIBITED TRANSACTIONS

  	
   

  
	
  ARTICLE 19 MEDIATION AND ARBITRATION

  	
   

  
	
  ARTICLE 20 MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Exhibit A: Members

  	
   

  
	
  Exhibit B: Initial Management Committee

  	
   

  



 


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The Units represented by this document have
not been registered under any securities laws and thus their transferability is
restricted. The Units may not be sold, assigned, or transferred, nor will any
assignee, transferee, or endorsee thereof be recognized as having an interest
in such Units by the issuer for any purpose, unless (i) a registration
statement under the Securities Act of 1933, as amended, with respect to such
Units shall then be in effect and such transfer has been qualified under
applicable state securities laws, or (ii) the availability of any exemption
from registration and qualification shall be established to the satisfaction of
counsel for the Company.


 


The Units represented by this document are
subject to further restriction as to their sale, transferability, or
assignment as set forth in this Agreement and agreed to by each Member.
Said restriction provides, among other things, that no transferee or assignee
shall become a Substitute Member unless consented to by the Members.


 


JOINT VENTURE


 


LIMITED LIABILITY COMPANY AGREEMENT


 


FOR


 


ARMY FLEET SUPPORT, LLC


 


This Joint Venture Limited Liability Company Agreement is entered into
and shall be effective as of the Effective Date by and among the persons
executing this Agreement as Members. The Members of this Joint Venture desire
to enter into this Agreement to regulate or establish the affairs of the
Company, the conduct of its business and the relations of its Members.


 


The Members of the Joint Venture will work together to further the
business base and experience of the small business members. In recognizing the
small business participation for terms of compliance with the Program small
business goals, the Joint Venture will provide an accounting of revenue and
cost for each party’s participation in accordance with the contribution ratios
identified in Exhibit A. The large business participants pledge an enhanced
mentoring program for the small businesses through active inclusion in all
management decisions as specified in Article 7, Management Committee; as
well as program management involvement in specific areas of expertise of each
participant. All Members will share best practices employed by their respective
companies for the improved performance of the Joint Venture on the program.


 


The Members recognize the strategic importance of the Program in
providing safe and reliable aircraft for training Army Aviators as well as
providing a source of ‘depot’ maintenance


 


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capability to U. S. Army Aviation and Missile Command and will dedicate
the necessary resources to ensure full performance of the Contract. Each Member
further recognizes the strengths of the other in its respective ability to
provide support to the Army for the Program and each will commit its general
management, maintenance management, logistics management, engineering
management, labor relations management and expertise and program management
resources as necessary to ensure that every requirement of the Contract is
performed in a compliant manner. Each party will use its best efforts to exceed
the Customer’s expectations.


 


For and in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Members executing this Agreement hereby agree as
follows:


 


ARTICLE 1


FORMATION


 


1.1           Organization.  The Members agree to form the Company as a
Delaware limited liability company pursuant to the provisions of the Act.


 


1.2.          Name.  The name of the Company is Army Fleet
Support, LLC, and all business of the Company shall be conducted under that
name or under any other name. The Company shall hold all of its Property in the
name of the Company and not in the name of any Member.


 


1.3           Effective
Date.  This Agreement is effective
as of June 2, 2003, which is the date of the filing of the Certificate
with the Delaware Secretary of State (the “Effective Date”).


 


1.4           Term.  The term of the Company shall commence of
the Effective Date, and unless sooner terminated, liquidated, or dissolved
pursuant to the provisions hereof, shall continue until:


 


a.             All
obligations and liabilities, including warranty, assumed by or imposed upon the
Company under the Contract have been performed or discharged, and


 


b.             All
disputes, claims, causes of action, obligations and liabilities and other
similar matters arising out of or in connection with the Contract have been
resolved or discharged, and


 


c.             The
Company has received payment in full of sums due it under the Contract.


 


1.5           Registered
Agent and Office.  The registered
agent for service of process and the registered office shall be that Person and
location reflected in the Certificate as filed in the office of the Delaware
Secretary of State. The Management Committee, may, from time to time, change
the registered agent or office through appropriate filings with the Delaware
Secretary of State. In the event the registered agent ceases to act as such for
any reason or the registered


 


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office shall change, the Management Committee shall promptly designate
a replacement registered agent or file a notice of change of address as the
case may be. If the Management Committee shall fail to designate a replacement
registered agent or change of address of the registered office, any Member may
designate a replacement registered agent or file a notice of change of address.


 


1.6           Principal
Office.  The Principal Office of the
Company shall be located at, and the Company’s mailing address shall be 555
Industrial Drive South; Madison, Mississippi 39110, or at such other location
and address as determined from time to time by the Management Committee.


 


ARTICLE 2


DEFINITIONS


 


2.1           Definitions.  For purposes of this Agreement, unless the
context clearly indicates otherwise, the following terms shall have the
following meanings:


 


Act. 
The Delaware Limited Liability Company Act and all amendments to the
Act.


 


Additional Member.  A Member or a Substitute Member who has acquired Units from the
Company pursuant to Section 13.3.


 


Admission Agreement.  The agreement between an Additional Member and the Company,
wherein the Additional Member agrees to be bound by all the terms and
conditions of this Agreement and which specifies the Capital Contribution to be
made by such Additional Member.


 


Affiliate. 
A natural person or an Organization that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, the Member.


 


Agreement. 
This Limited Liability Company Agreement including all amendments
adopted in accordance with this Agreement and the Act.


 


Assignee. 
A Person to whom Units have been transferred pursuant to the provisions
of Article 12 who has not been admitted as a Substitute Member.


 


Available Cash.  At the time of determination, Money, demand deposits or
short-term marketable securities arising out of, or acquired with proceeds
derived from, net cash flow from the operation of the Company that the
Management Committee determines is available for Distribution to the Members.


 


Business Day. 
Any day other than Saturday, Sunday or any legal holiday observed by the
United States Government.


 


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Capital Account.  The account maintained for a Member or Assignee determined in
accordance with Article 9.


 


Capital
Contribution. 
With respect to any Member, the amount of Money and the initial Gross
Asset Value of any Property (other than Money) contributed to the Company with respect
to the Units held by such Member pursuant to the terms of this Agreement.


 


Capital Transaction.  A financing or refinancing, insurance recovery, condemnation,
award, easement sale, sale, exchange or other Disposition of all or any part of
the Property of the Company, and any other transaction, the proceeds of which,
in accordance with generally accepted accounting principals, are considered to
be capital in nature.


 


Certificate. 
The certificate of Formation of the Company described in
Section 18-201 of the Act, as originally filed with the Delaware Secretary
of State, and as amended, supplemented and restated from time to time.


 


Code. 
The Internal Revenue Code of 1986, as amended from time to time.


 


Company. 
Army Fleet Support, LLC, a limited liability company formed under the
laws of the State of Delaware, and any successor limited liability company.


 


Company
Liability.  Any
enforceable debt or obligation for which the Company is liable or which is
secured by any Company Property.


 


Company Property. Any Property owned by the
Company.


 


Contract. 
The prime contract for the Program, including any renewals, follow-ons,
recompetes or extensions of the Contract, and any options applicable to the
Contract, as defined.


 


Customer. The United States Army.


 


Depreciation. 
For each Taxable Year, an amount equal to the depreciation, amortization
or other cost recovery deduction allowable for federal income tax purposes with
respect to each Company Property for such Taxable Year, except that if the
Gross Asset Value of Company Property differs from its adjusted basis for
federal income tax purposes at the beginning of such Taxable Year, Depreciation
shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the federal income tax depreciation, amortization or other cost
recovery deduction for such Taxable Year bears to such beginning tax basis;
provided, however, that if the adjusted basis for federal income tax purposes
of Company Property at the beginning of such Taxable Year is zero, Depreciation
shall be determined with reference to such beginning Gross Asset Value using
any reasonable method selected by the Management Committee.


 


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Distribution. 
A transfer to Property to Member or Assignee on account of a Unit as
described in Article 10.


 


Disposition (Dispose).  Any sale, assignment, transfer, exchange,
mortgage, pledge, grant, hypothecation, or other transfer, whether absolute or
as security or encumbrance (including dispositions by operation of law).


 


Electronic Transmission.  Any process of communication not directly
involving the physical transfer of paper that is suitable for the retention,
retrieval and reproduction of information by the recipient.


 


General Manager.  The project manager as defined in Article 8.


 


Gross Asset Value.  With respect to any Company Property, the asset’s adjusted basis
for the federal income tax purposes, except as follows:


 


a.             The initial Gross
Asset Value of any asset contributed by a Member to the Company shall be the
gross fair market value of such asset, as determined by the contributing Member
and the Management Committee, provided that, if the contributing Member is a
member of the Management Committee, the determination of the fair market value
of the contributed assets shall require the consent of the Members;


 


b.             The Gross Asset
Values of all Company Property shall be adjusted to equal their respective fair
market values, as determined by the Management Committee, as of the following
times:


 


(i)                The acquisition of
additional Units in the Company by any new or existing Member in exchange for
more than a de minimus capital
contribution;


 


(ii)               The distribution by
the Company to a Member of more than a de
minimus amount of Company Property as consideration for an interest
in the Company; and


 


(iii)              The dissolution of
the Company;


 


Provided, however, that adjustments pursuant to clauses (i) and (ii)
above shall be made only if the Management Committee reasonably determines that
such adjustments are necessary or appropriate to reflect the relative economic
interest of the Members in the Company;


 


c.             The Gross Asset Value
of any Company Property distributed to any Member shall be equal to the gross
fair market value of such asset on the date of distribution as determined by
the distributee Member and the Management Committee, provided that if the
distributee is a member of the Management Committee the


 


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determination of the fair market value of the
distributed asset shall require the consent of the Members; and


 


d.             The Gross Asset
Values of Company Property shall be increased (or decreased) to reflect any
adjustments to the adjusted basis of such assets pursuant to Code
section 734(b) or Code section 743(b), but only to the extent that
such adjustments are taken into account in determining capital accounts
pursuant to Regulations Section 704-1(b)(2)(iv)(m).


 


If the Gross Asset Value of any Company Property differs from its
adjusted tax basis, such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such assets for purposes of
computing Net Profits and Net Losses.


 


L-3 Com IS LP.  The Member so designated on Exhibit A.


 


Management Committee.  The Management Committee selected in
accordance with Article 7 herein and given the authority set forth in
Article 7 herein.


 


Member. 
A person holding Units in the Company, including, unless the context
expressly indicates to the contrary, an Assignee.


 


Money. 
Cash or other legal tender of the United States, or any obligation that
is immediately reducible to legal tender without delay or discount. Money shall
be considered to have a fair market value equal to its face amount.


 


Net Profits and Net Losses.  For each Taxable Year, an amount equal to
the Company’s taxable income or loss, respectively, for such Taxable Year
determined in accordance with Code section 703(a)  (including, for this purpose, all items of
income, gain, loss or deduction that would otherwise be separately stated) with
the following adjustments.


 


a.             Any income of the
Company that is exempt from federal income tax and not otherwise taken into
account shall be added to such taxable income or loss;


 


b.             Any expenditures of
the Company described in, or treated as, Code section 705(a)(2)(B)
expenditures and not otherwise taken into account in computing Net Profits or
Net Losses shall be subtracted from such taxable income or loss;


 


c.             In the even the Gross
Asset Value of any Company Property is adjusted pursuant to the requirements of
this Agreement, the amount of such adjustment shall be taken into account as
gain or loss from the disposition of such asset for purposes of computing Net
Profits and Net Losses;


 


d.             Gain or loss
resulting from any disposition of Company Property with respect to which gain
or loss is recognized for federal income tax purposes shall be


 


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computed by reference to the Gross Asset
Value of the Property disposed of, regardless of whether the adjusted tax basis
for such Property differs from its Gross Asset Value;


 


e.             In lieu of
depreciation, amortization and other cost recovery deductions taken into
account in computing such taxable income or loss, there shall be taken into
account Depreciation for such Taxable Year, computed in accordance with the
terms of this Agreement;


 


f.              To the extend an
adjustment to the adjusted tax basis of any Company Property pursuant to Code
sections 734(b) or 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)
to be taken into account in determining capital accounts, the amount of such
adjustment shall be treated as an item of gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases the basis of the asset)
from a disposition of the asset and shall be taken into account for purposes of
computing Net Profits and Net Loses; and


 


g.             Notwithstanding any
other provision of this definition, any items which are specifically allocated
pursuant to Section 10.2 hereof shall not be taken into account in
computing Net Profits or Net Losses.


 


Notice. 
Any Notice requires to be given to any Person or the Company Pursuant to
the terms of this Agreement or the Act shall be given in accordance with
Section 20.1 of this Agreement.


 


Offsettable Decrease.  Any allocation that unexpectedly causes or
increases a deficit in the Member’s or Assignee’s Capital Account as of the end
of the taxable year to which the allocation relates attributable to depletion
allowance under Section 1.704(b)(2)(iv)(k) of the Regulations, allocations
of loss and deductions under Sections 704(e)(2) or 706 of the Code or under
Section 1.751-1 of the Regulations, or distributions that, as of the end
of the year, are reasonably expected to be made to the extent they exceed the
offsetting increases to such person’s Capital Account that reasonably are
expected to occur during (or prior to) the taxable years in which the such
distributions are expected to be made.


 


Organization. 
A Person other than a natural person. Organization includes, without
limitation, corporations (both non-profit and other corporations), partnerships
(both limited and general), joint ventures, limited liability companies, and
unincorporated associations, but the term does not include joint tenancies and
tenancies by the entirety.


 


Percentage Interest.  With respect to any Member or Assignee, a fraction (expressed as
a percentage), the numerator of which is the total number of Units held by such
person and the denominator is the total number of Units of all Members and
Assignees.


 


PSI. The Member so designated on Exhibit A.


 


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Person. 
An individual, trust, estate, or any incorporated or unincorporated
organization permitted to be a member of a limited liability company under the
laws of the State of Delaware.


 


Proceeding. 
Any judicial or administrative trial, hearing or other activity, civil,
criminal or investigative, the result of which may be that a court, arbitrator,
or governmental agency may enter a judgment, order, decree, or other
determination which, if not appealed and reversed, would be binding upon the
Company, a Member or other Person subject to the jurisdiction of such court,
arbitrator, or governmental agency.


 


Program. 
The Fort Rucker Fleet Support Program.


 


Property. 
Any property real or personal, tangible or intangible, including Money
and any legal or equitable interest in such property, but excluding services
and promises to perform services in the future.


 


RALLC. 
The Member so designated on Exhibit A.


 


Regulations. 
Except where the context indicates otherwise, the permanent, temporary,
proposed, or proposed and temporary regulations of the Department of the
Treasury under the Code as such regulations may be lawfully changed from time
to time.


 


Substitute Member.  An Assignee who has been admitted to all of the rights of
membership pursuant to this Agreement.


 


Taxable Year. 
The taxable year of the Company as determined pursuant to
section 706 of the Code.


 


Taxing Jurisdiction.  Any state, local, or foreign government that collects tax,
interest or penalties, however designated, on any Member’s share of the income
or gain attributable to the Company.


 


Units. 
The rights of a Member or Assignee in Distributions (liquidating or
otherwise) and allocations of the profits, losses, gains, deductions, and
credits of the Company.


 


Unrepaid Capital.  The excess, if any, of (i) the sum of the Capital Contributions
of a Member, over (ii) the proceeds from Capital Transactions, if any,
theretofore distributed to such Member.


 


USH. 
The Member so designated on Exhibit A.


 


Voting Right. 
The right of a Member to information and to consent to, approve or
otherwise vote on actions of the Company as specified herein.


 


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ARTICLE 3


NATURE OF BUSINESS


 


3.1           Performance
of Contract.  The purpose, nature
and character of the business of the Company is to act as the contractor under
the Contract.


 


3.2           Limited
Purpose.  The purpose of the Company
is to engage solely in the foregoing business activities, together with such
other activities as may be ancillary or related thereto, or otherwise necessary
or advisable in connection with the foregoing activities.  The Company, without written consent of all
of the Members, shall not engage in any business unrelated to the Program, the
Contract, and ancillary and related activities.


 


ARTICLE 4


ACCOUNTING AND RECORDS


 


4.1           Records to be Maintained.  The Management Committee shall maintain the
following records at the Principal Office:


 


a.             A current list of the
full name and last known business address of each Member, former Member and
other holder of a Unit (including as Assignee), together with such person’s
current Percentage Interest;


 


b.             A current list of the
full name and last known business address of each member of the Management
Committee;


 


c.             A copy of the
Certificate and all amendments thereto, together with executed copies of any
powers of attorney pursuant to which the Certificate has been executed;


 


d.             Copies of the
Company’s federal, foreign, state and local income tax returns and reports, if
any, for the three most recent years or for the period of time required under
the Contract, whichever is longer;


 


e.             Copies of this
Agreement including all amendments thereto;


 


f.              Any financial
statements of the Company for the three most recent years or for the period of
time required under the Contract, whichever is longer;


 


g.             If not set forth in
this Agreement, a writing or other data compilation from which information can
be obtained through retrieval devices into reasonably usable form setting forth
the following:


 


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(i)            The amount of cash and
a description and statement of the agreed value of the other property or
services contributed by each Member and which each Member has agreed to
contribute;


 


(ii)           The times at which or
events upon the happening of which any additional contributions agreed to be
made by each Member are to be made; and


 


(iii)          Any events upon the
happening of which the Company is to be dissolved and its affairs wound up.


 


4.2           Reports to Members:


 


a.             The Management
Committee shall provide reports at least annually to the Members at such time
and in such manner as the Management Committee may determine reasonable.


 


b.             The Management
Committee shall provide all Members and Assignees with those information
returns required by the Code and the laws of any Taxing Jurisdiction.


 


4.3           Method of Accounting.  The records of the Company shall be maintained
on an accrual basis, in accordance with generally accepted accounting
principles.


 


ARTICLE 5


NAMES OF MEMBERS


 


5.1           Names.  The names of the Members are as reflected on
Exhibit A attached hereto and by this reference made a part hereof as if
set forth fully herein.


 


ARTICLE 6


RIGHTS AND DUTIES OF MEMBERS


 


6.1           Voting Rights.


 


a.             Except as provided in
subsection (b) of this Section 6.1, all Members shall be entitled to
the right to vote on any matter submitted to a vote of the Members pursuant to
this Agreement or the Act. No Assignee shall be entitled to Voting Rights
unless admitted as a Substitute Member pursuant to the terms of this Agreement.
At every Members’ meeting, any vote shall be by the Members based on and in
proportion to the Percentage Interests as of the record date. A vote may be
cast by a Member either in person or by proxy pursuant to Section 6.12
herein.


 


b.             For the purposes of
voting in elections of members of the Management Committee only, the Member
designated as “RA LLC” on Exhibit A attached hereto shall


 


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have the right to elect four (4) members of the Management Committee;
the Member designated as “L-3 Com IS LP” on Exhibit A attached hereto
shall have the right to elect four (4) members of the Management Committee; the
Member designated as “PSI” on Exhibit A attached hereto shall have the
right to elect one (1) member of the Management Committee; and the Member
designated as USH on Exhibit A attached hereto shall have the right to elect
one (1) member of the Management Committee.


 


6.2           Approval of the Members.  Unless specified otherwise in this Agreement
or required by the Act, the approval of the Members having a majority of
fifty-one percent (51%) of the Percentage Interests at a meeting where a quorum
is present shall constitute the action of the Members. Assignees shall not be
considered Members entitled to vote for the purpose of determining such
supermajority.


 


6.3           Annual
Meetings.  The annual meeting of the
Members shall be held during the second quarter of each year, at the Principal
Office of the Company, at such date, time or place as may be designated in the
notice thereof as herein provided, or as may be designated by the Members at a
previous meeting thereof, or as may be unanimously agreed upon by the Members,
which agreement may be indicated by the presence of the Members at such
meeting, either in person or by proxy. If the said date be a legal holiday, the
annual meeting shall be held on the next succeeding Business Day. The purposes
of the annual meeting shall be the election of the Management Committee and the
transaction of any other business that may properly come before the meeting.


 


6.4           Special Meetings.  Special meetings of the Members, for any
purpose or purposes, shall be held at the Principal Office of the Company, or
at such other place, and at such date and time, as may be designated in the
notice thereof, or as may be fixed by the Members at a previous meeting
thereof, or as may be unanimously agreed upon by the Members, which agreement
may be indicated by the presence of Members at such special meeting, either in
person or by proxy, and may be called at any time by the Management Committee.
The Management Committee may call such a meeting on its own accord, and shall
be obligated to call such a meeting whenever so requested in one or more
signed, dated and written demands for a meeting (describing the purpose or
purposes for which it is to be held) delivered to the Management Committee by
the Members holding at least ten percent (10%) of the Percentage Interests. No
matter shall be proposed for action or other consideration at such meeting
except as stated in the notice thereof delivered to the Members, unless such
notice shall have been unanimously waived by the Members entitled to notice
that such proposed action or other consideration on such matter is a purpose of
such special meeting.


 


6.5           Notice.  Notice meeting the requirements of
Section 20.1 of this Agreement and stating the place, date and time of all
Members’ meetings, annual or special, shall be given not less than five (5) or
more than sixty (60) days before the date of the meeting, by or at the
direction of the Management Committee, to each Member, unless such notice shall
be waived thereby. Notice of a special meeting shall include a description of
the purpose or purposes for


 


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which the meeting is called. However, notice of an annual meeting need
not include a description of the purpose or purposes for which it is called.


 


6.6           Record
Date.  The Management Committee
shall determine the record date for identifying the Members and their
Percentage Interests entitled to notice of and to vote at an annual or special
meeting of the Members. If the Management Committee does not otherwise fix a
record date, then the record date is the day before the first notice is
delivered to Members; the record date for determining Members entitled to take
action without a meeting is the date the first Member signs a consent; and the
record date for determining Members entitled to demand a special meeting is the
date the first Member signs the demand.


 


6.7           Adjournment.  Any meeting of Members, annual or special,
may adjourn to a different date or time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the date,
time and place thereof are announced at the meeting at which the adjournment is
taken before the adjournment thereof. At the adjourned meeting the Members may
transact any business which might have been transacted at the original meeting.
If after the adjournment a new record date is fixed for the reconvened meeting,
a notice of the reconvened meeting shall be given to each Member of record as
of the new record date. The Management Committee must fix a new record date if
the meeting is adjourned to a date more than one hundred twenty (120) days
after the date fixed for the original meeting.


 


6.8           Quorum.  Unless otherwise provided by this Agreement,
a quorum for action on any matter at any Members’ meeting shall consist of a
majority of the Percentage Interests, whether the Percentage Interests are
represented in person or by proxy. Once a Percentage Interest is represented
for any purpose at a meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that reconvened meeting. If a quorum be not
so represented at such a meeting, a majority of those Percentage Interests so
represented may adjourn the meeting to a future date, time and place, and
thereafter from time to time, as provided herein.


 


6.9           Action
Without Meeting.  Any action
required or permitted to be taken by the Act or this Agreement at a meeting of
the Members may be taken without such a meeting if one or more written
consents, describing the action so taken, shall be signed by each of the
Members and delivered to the Management Committee for filing with the Company
records. Such a consent is to have the same effect as a meeting vote and may be
described as such in any document.


 


6.10         Organization.  The Chairman of the Management Committee, or
his or her designee, shall call meetings of the Members to order and shall act
as Chairman of such meetings, unless otherwise determined by the holders of the
majority of all of the Percentage Interests present in person or by proxy. The
presiding officer shall appoint another person to act as secretary of that
meeting.


 


6.11         [Reserved]


 


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6.12         Proxies.  All appointments by a Member of a proxy to
vote or otherwise act for such Member shall be duly appointed in writing,
properly signed (either personally or by that Member’s attorney-in-fact) and
shall be effective when received by the Management Committee or other person
authorized by the Management Committee to tabulate votes prior to the
commencement of the meeting. A proxy shall be valid for eleven (11) months from
the date of its execution unless a longer or shorter period is expressly
provided in the proxy appointment form and shall be revocable and not
irrevocable. The death or incapacity of the Member granting a proxy does not
affect the right of the Company to accept the proxy’s authority unless notice of
the death or incapacity of that Member is received by the Management Committee
or other person authorized by the Management Committee to tabulate votes before
the proxy exercises his or her authority under the proxy appointment. Subject
to the provisions of this Section 6.12, as well as any express limitations
on the proxy’s authority appearing on the face of the proxy appointment form,
the Company is entitled to accept the proxy’s vote or other action as that of
the Member granting the proxy.


 


6.13         [Reserved]


 


6.14         Liability
of Members.  No Member shall be
liable as such for the liabilities of the Company. The failure of the Company
to observe any formalities or requirements relating to the exercise of its
powers or management of its business or affairs under this Agreement or the Act
shall not be grounds for imposing personal liability on the Members for
liabilities of the Company.


 


6.15         Representations
and Warranties.  Each Member, and in
the case of an Organization, the person(s) executing this Agreement on behalf
of the Organization, hereby represents and warrants to the Company and each
other Member that: (a) if that Member is an Organization, that it is duly
organized, validly existing, and in good standing under the law of its state of
organization and that it has full organizational power to execute and agree to
this Agreement to perform its obligations hereunder; (b) that the Member is
acquiring its interest in the Company for the Member’s own account as an
investment and without an intent to distribute the interest; (c) the Member
acknowledges that the interests have not been registered under the Securities
Act of 1933 or any state securities laws, and may not be resold or transferred
by the Member without appropriate registration or the availability of an
exemption from such requirements.


 


6.16         Conflicts
of Interest.  Nothing herein shall
be construed to prohibit any of the Members or their respective Affiliates from
seeking or taking advantage of other opportunities in their respective fields
of work, whether or not in competition with one another; provided, however,
that no Member nor its Affiliates may compete with the Company with respect to
the Program. Each Member recognizes that the other Members have or may have
other business interests, activities and investments, some of which may be in
conflict or competition with the business of the Company, and that each such
other Member is entitled to carry on such other business interests, activities
and investments. Neither the Company nor any Member shall have


 


13

















 


any right, by virtue of this Agreement, in or to such activities, or
the income or profits derived therefrom, and the pursuit of such activities,
even if competitive with the business of the Company, shall not be deemed
wrongful or improper. Without limiting the generality of the foregoing, subject
only to an obligation not to act in bad faith, each Member shall be free to
take its own interests into account when determining what position to take in
respect to a proposed act or omission of the Company.


 


6.17         Events
of Bankruptcy.  A person shall not
cease to be a Member of the Company upon the happening of any of the events
specified in Section 18-304, or its successor, of the Act.


 


ARTICLE 7


MANAGEMENT COMMITTEE


 


7.1           Duties.  The business and affairs of the Company
shall be managed and controlled under the direction of the Management
Committee. All powers that may be exercised and/or performed by the Company,
under the Act, the Certificate and this Agreement shall be exercised by or
under the authority of the Management Committee.


 


7.2           Actions
Requiring Management Committee or Member Approval; Day-to-Day Authority of the
General Manager.


 


a.             Management
Committee or Member Approval Required. 
All actions outside the ordinary course of business of the Company, to
be taken by or on behalf of the Company, shall require the approval of the
Management Committee; provided  however, that the following
actions shall require the approval of the Members:


 


(i)            Consummation of a
merger or share exchange to which the Company is a party;


 


(ii)           Consummation of a sale
or other transfer of all or substantially all assets of the Company;


 


(iii)          Amendment of the
Certificate;


 


(iv)          Admission to the Company
of additional Members; or


 


(v)           Dissolution of the
Company.


 


b.             General Manager.  The General Manager of the Company shall
have the power and authority to take (or authorize other officers, employees or
agents of the Company to take) all actions on behalf of the Company (without
the need for the consent or approval of any Member or any other person) that
are within the ordinary course of


 


14

















 


business of the Company unless the Management
Committee shall have previously restricted (specifically or generally) such
power and authority of the General Manager.


 


7.3           Number
and Designation Procedure.  The
Management Committee shall consist of ten (10) individuals. Each Member shall
elect representatives to the Management Committee as provided in
Section 6.1, and may designate one or more alternates to serve in lieu of
any of the representatives so elected. A new Management Committee
representative of a Member (or alternate) may be named by written designation
by any executive officer of that Member. Each Member shall be responsible for
the Compensation and expenses of its representatives on the Management
Committee. The initial Management Committee is designated in Exhibit B.


 


7.4           Actions
of the Management Committee.  The
Members shall be represented at the Management Committee meetings by their
respective members (member in lower case letters shall refer in this
Article 7 to a Management Committee member as opposed to a Member of the
Company) who shall have full authority to act for and bind the respective
Members. Each member so designated shall have one vote on the Management
Committee. The Management Committee shall elect a Chairman annually, to serve a
term beginning on October 1 and ending on the following September 30.
Actions and decisions by the Management Committee shall require a majority vote
of fifty-one percent (51%) of the members present at the meeting.


 


7.5           Regular
Meetings.  The Management Committee
shall meet not less than once every three months. Meetings of the Management
Committee shall be held at the Program site or at such other location as the
Members of the Management Committee may decide. Any member of the Management
Committee may participate in meetings of the Management Committee by telephone
or video conference.


 


7.6           Special
Meetings.  Any member of the
Management Committee may call a special meeting of the Management Committee
upon two (2) business day’s written notice to the other members. Such notice
shall satisfy the requirements of Section 20.1 of this Agreement. By
unanimous consent of the members of the Management Committee, special meetings
of the Management Committee may be held without notice, at any time and place.
Any and all types and items of business may be taken up, considered, acted upon
and transacted at a special meeting.


 


7.7           Quorum.  A quorum of the Management Committee shall
consist of six (6) members, provided that the members present include two (2)
members representing L-3 Com IS LP; two (2) members representing RA LLC; one
member from PSI; and one (1) member from USH. If at the meeting of the
Management Committee there is less than a quorum present, a majority of those
present may adjourn the meeting.


 


7.8           Minutes
of Meetings.  All business
transacted at meetings of the Management Committee shall be recorded in a
suitable Minute Book to be kept at such place as the Management Committee shall
decide and shall be available during business hours for inspection


 


15

















 


by the Members. The Management Committee shall designate a Secretary
who shall take and keep the minutes of meetings and maintain the records of
unanimous written consents, notices and other actions of the Management
Committee and its members. The Secretary need not be a member of the Management
Committee.


 


7.9           [Reserved]


 


7.10         Action
Without a Meeting by Consent. 
Unless otherwise provided by law, any action required to be taken or any
action which may be taken at a meeting of the Management Committee, may be
taken without meeting if one or more consents in writing, setting forth the
action so taken, shall be signed by each of the members of the Management
Committee entitled to vote with respect to the subject matter thereof and
delivered to the Company for filing in the minutes or filing with the corporate
records. Such consents shall have the same effect as a meeting vote and may be
described as such in any document.


 


7.11         Management
Committee Member’s Standard of Care. 
A Management Committee member’s duty of care in the discharge of his or
her duties to the Company and to the Members shall be limited to refraining
from engaging in grossly negligent or reckless conduct, intentional misconduct,
or a knowing violation of law. In discharging his or her duties, a member shall
be fully protected in relying in good faith upon the records required to be
maintained under Article 4 and upon such information, opinions, reports or
statements by any of the Company’s officers, Members, other members or agents
of any of the preceding, or by any other person, as to matters the member of
the Management Committee reasonably believes are within such other person’s
professional or expert competences and who has been selected with reasonable
care by or on behalf of the Company, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits or
losses of the Company or any other facts pertinent to the existence and amount
of assets from which distributions to members might properly be paid.


 


ARTICLE 8


GENERAL MANAGER


 


8.1           Authority
of General Manager.  The Management
Committee shall designate a project manager who shall work at the Contract site
and be assigned the title “General Manager”. The General Manager shall be
responsible for the day-to-day management of the Company and its performance of
the Contract and the Program. The General Manager shall act as the central
point of contact with the Customer. The General Manager shall implement the
policies of the Management Committee and shall have full authority to act on
behalf of the Company in connection with all Contract matters relating to the
daily operation of the Contract and the Program. The General Manager shall have
the power to expend Company funds in such amounts and for such purposes as contemplated
under the then-current budget approved by the Management Committee. The General
Manager shall have such other and further duties as contemplated under the
Contract, including but not limited to the following:


 


16

















 


a.             serving as the primary contact with the
onsite ACO and other designated government representatives;


 


b.             signing contracts and work requests;


 


c.             negotiating, signing and implementing all
necessary subcontracts and lease agreements as required to execute the Program
and within the reimbursement guidelines of the Contract;


 


d.             hiring and firing employees of the
Company; and


 


e.             delegating portions of his
responsibilities and authority to employees of the Company, with certain of
those employees, as expressly approved by the Management Committee.


 


8.2           General
Manager’s Standard of Care.  The
General Manager’s duty of care in the discharge of the General Manger’s duties
to the Company and the Members is limited to refraining from engaging in grossly
negligent or reckless conduct, intentional misconduct, or a knowing violation
of law. In discharging his or her duties, the General Manager shall be fully
protected in relying in good faith upon the records required to be maintained
under Article 4 and upon such information, opinions, reports or statements
by any of the Company’s officers, its Members, the Management Committee, or
agents of any of the preceding, or by any other person, as to matters the
General Manager 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, including information, opinions, reports or statements
as to the value and amount of the assets, liabilities, profits or losses of the
Company or any other facts pertinent to the existence and amount of assets from
which distributions to members might properly be paid.


 


8.3           Bank
Accounts.  All funds of the Company
shall be deposited in a bank account or accounts opened in the Company’s name.
The Management Committee shall determine the institution or institutions at
which the accounts will be opened and maintained, the types of accounts, and
the persons who will have authority with respect to the accounts and the funds
therein.


 


ARTICLE 9


CONTRIBUTIONS AND CAPITAL ACCOUNTS


 


9.1           Capital
Contributions.  All working capital
deemed necessary by the Management Committee for operation of the Company shall
be furnished by the Members proportionately in accordance with their respective
Percentage Interests in the Company, at such times and in such


 


17

















 


amounts as designated by the Management Committee upon ten days written
notice meeting the requirements of Section 20.1 of this Agreement.  Any required capital contribution of a
Member for operation of the Company may be funded by such Member from any
available loan facilities, other third party financing sources, working capital
loans, or other arrangements of such Member. 
If any Member borrows funds to meet its obligations hereunder, such
borrowing shall be the sole and separate obligation of that Member and shall
not be the debt or obligation of the Company, or of the other Members.  No Member hereto shall have the power to
borrow monies in the name of, or pledge the credit of, the other Members
subject to this Agreement, or to pledge their joint credit.


 


9.2           Default for Failure to Pay.  Each Member shall be required to provide its
proportionate share of working capital funds to the Company within ten business
days after written notice by the Management Committee.  In the event the funds are not paid within
such ten-day period, the Management Committee or the contributing Member shall
provide the non-contributing Member with a further written demand for
payment.  In the event that the
non-contributing Member fails to pay its proportionate share of such funds
within five business days of the second notice, such failure to pay shall be a
material breach of this Agreement.  Each
Member shall be legally liable (to the Company and other Members, but not to
third parties or Company creditors) to contribute to the Company its share of
working capital.


 


9.3           Default Loans.


 


a.             In the event that any Member (a
“Defaulting Member”) shall be in material breach as a result of its failure to
contribute its share of working capital, any other Member, provided such other
Member shall have advanced the full amount of its capital contribution (the
“Non-Defaulting Member”), shall have the right and option at any time
thereafter, but not the obligation, to lend (any such loan being herein
referred to as a “Default Loan”) to the Company all or any portion of the
capital contribution required of the Defaulting Member (herein referred to as
the “Defaulted Amount”).  If more than
one Non-Defaulting Member shall desire to make a Default Loan, such
Non-Defaulting Members shall loan the Defaulted Amount in such proportions as
they shall decide; if they cannot decide, each Non-Defaulting Member’s Default
Loan shall be made in the proportion that its Percentage Interest bears to the
Percentage Interests of all Non-Defaulting Members desiring to make a Default
Loan.  Default Loans shall (i) earn
interest on the outstanding principal amount thereof at a rate equal to the
lessor from time to time of (1) 10% per annum, and (2) the maximum rate then
permitted by applicable law as to the Defaulting Member in respect to whom the
Default Loan is made, from the date the Default Loan is deemed to have been
made until the same is repaid in full, (ii) unless repaid sooner pursuant to
any other provision of this agreement, be repaid by the Company on the fifth
anniversary of the due date of the Defaulted Amount in respect of which such
Default Loan was made,  (iii) be
reflected on the books of the Company, (iv) be entitled to distribution in the
order of priority provided in Article 10 hereof, and (v) as contributed
from time to time, have priority vis-à-vis other Default Loans based upon the
inverse order of the date of contribution of the same.


 


18

















 


b.             If the Defaulting Member shall fail to
advance the full amount of any capital contribution due from such Member
hereunder (whether or not a Default Loan shall have been made), such Defaulting
Member shall have no right to take any actions or to vote on any matters as a
Member and the Non-Defaulting Members shall have the sole and full right to
exercise all of the powers of the Members; provided, however, that the
disability of the Defaulting Member shall immediately cease and the other
rights of the Defaulting Member shall be reinstated upon (i) if no Default Loan
was made, the advance by the Defaulting Member to the Company of its defaulted
capital contribution or (ii) if a Default Loan was made, the payment to the
Company by the Defaulting Member for payment to the holder of the Default Loan
the full outstanding principal amount of the Default Loan and all accrued
interest due thereon.


 


9.4           No
Third Party Beneficiaries.  No
creditor or other third party having dealings with the Company shall have the
right to enforce any right or obligation of any Member to make Capital
Contributions or pursue any right or remedy hereunder or at law or in equity,
it being understood and agreed that the provisions of this Agreement shall be
solely for the benefit of, and may be enforced solely by the parties hereto and
their respective successors and assigns. 
None of the rights or obligations of the Members herein set forth to
make Capital Contributions to the Company shall be deemed an asset of the
Company for any purpose by any creditor or other third party, nor may such
rights or obligations be sold, transferred or assigned by the Company or
pledged or encumbered by the Company to secure any debt or other obligation of
the Company or of any of the Members.


 


9.5           Maintenance
of Capital Accounts.  The Company
shall establish and maintain Capital Accounts for each Member and Assignee,
which shall be:


 


a.             Increased by such person’s Capital
Contributions, distributive share of Net Profits and any items in the nature of
income or gain which are specially allocated pursuant to Section 10.2
hereof, and the amount of any Company Liabilities assumed by such person or
which are secured by any Company Property distributed to such person.


 


b.             Decreased by the amount of Money and the
Gross Asset Value of any Company Property distributed to such person pursuant
to any provision of this Agreement, such person’s distributive share of Net
Losses and the amount of any liabilities of such person assumed by the Company
or which are secured by any Property contributed by such person to the Company.


 


9.6           Transfer of Interest.  In the event of a transfer of Units in the
Company in accordance with the terms of this Agreement, the Capital Account of
the transferring Member shall become the capital account of the Assignee, to
the extent it relates to the Units transferred.


 


19

















 


9.7           Compliance
with Section 704(b) of the Code. 
The provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with Regulations section 1.704-1(b), and
shall be interpreted and applied in a manner consistent with such Regulations.
In the event the Management Committee determines that it is prudent to modify
the manner in which the Capital Accounts are computed in order to comply with
such Regulations, the Management Committee may make such modification, provided
that it is not likely to have a material effect on the amounts distributable to
any Member upon dissolution of the Company. The Management Committee also shall
(i) make any adjustments that are necessary or appropriate to maintain equality
between the Capital Accounts of the Members and the amount of the Company
capital reflected on the Company’s balance sheet, as computed for book purposes
in accordance with Regulations section 1.704-1(b)(2)(iv)(g) and (ii) make
any appropriate modifications in unanticipated events might otherwise cause
this Agreement not to comply with the Regulations.


 


ARTICLE 10


ALLOCATIONS AND DISTRIBUTIONS


 


10.1         Allocations
of Net Profits and Net Losses from Operations.  After giving effect to the special allocations set forth in
paragraph 10.2 herein, Net Profits, Net Losses, and other items of income, gain,
loss, deduction and credit shall be apportioned among the Members and Assignees
in proportion to their Percentage Interests.


 


10.2         Qualified
Income Offset.  In the event any
Member or Assignee, in such capacity, unexpectedly receives an Offsettable Decrease,
such person will be allocated items of income and gain (consisting of a pro
rata portion of each item of partnership income and gain for such year) in an
amount and manner sufficient to offset such Offsettable Decrease as quickly as
possible.


 


10.3         Distributions.  Available Cash shall be distributed by the
Management Committee without regard to the profits or losses of the Company;
provided, however, that no cash distributions shall be made (i) which will
impair the ability of the Company to pay its just debts as they mature, (ii)
result in an excess of the Company’s liabilities over its assets, (iii) reduce
the working capital of the Company to a level that would jeopardize its
performance of its on-going obligations, or (iv) violate the requirements of
its lenders or bonding companies. The Management Committee shall determine when
distributions shall be made to the Members pursuant to the provisions of this
Agreement. Available Cash shall be distributed not less frequently than
quarterly and not more frequently than monthly by the Management Committee to
the Members as follows and in the following order of priority:


 


a.     To the Members holding the
same, the outstanding principal amount of any Default Loans advanced by
Non-Defaulting Members, plus accrued and unpaid interest thereon (any such
distributions to be applied first to all accrued but unpaid interest and then
to outstanding principal); provided, however, that Default Loans, as advanced
from


 


20

















 


time to time, shall have priority vis-à-vis other Default Loans based
upon the inverse order of the dates in respect of which the same were advanced,
to-wit: the last such loan made shall be repaid first; and provided further,
however that, as to Default Loans advanced on the same date, amounts
distributable pursuant to this clause are to be distributed to the Members
holding the same pro rata in accordance with the principal amounts thereof
which have not then been repaid; and


 


b.     To the Members, the balance,
pro rata in accordance with their respective Percentage Interests.


 


10.4         Capital
Transactions.  The proceeds of any
Capital Transaction, after payment and reserve for all costs and expenses
incurred by the Company in connection therewith, shall be applied as follows:


 


a.             To the Members holding the same, the
outstanding principal amount of any Default Loans advanced by Non-Defaulting
Members, plus accrued and unpaid interest thereon (any such distributions to be
applied first to all accrued but unpaid interest and then to outstanding
principal); provided, however, that Default Loans, as advanced from time to
time, shall have priority vis-à-vis other Default Loans based upon the inverse
order of the dates in respect of which the same were advanced, to-wit: the last
such loan made shall be repaid first; and provided further, however, that, as
to Default Loans advanced on the same date, amounts distributable pursuant to
this clause are to be distributed to the Members holding the same pro rata in
accordance with the principal amounts thereof which have not then been repaid;


 


b.             To the Members, to the extent of and in
proportion to their Unrepaid Capital; and


 


c.             To the Members, the balance, pro rata in
accordance with their respective Percentage Interests.


 


ARTICLE 11


TAXES


 


11.1         Elections.  The Management Committee may make any tax
elections for the Company allowed under the Code or the tax laws of any state
or other jurisdiction having taxing jurisdiction over the Company.


 


11.2         Taxes
of Taxing Jurisdictions.  To the
extent that the laws of any Taxing Jurisdiction require, each Member (or such
Members as may be required by the Taxing


 


21

















 


Jurisdiction) will submit an agreement indicating that the Member will
make timely income tax payments to the Taxing Jurisdiction and that the Member
accepts personal jurisdiction of the Taxing Jurisdiction with regard to the
collection of income taxes attributable to the Member’s income, plus any
interest or penalties assessed on such income. If the Member fails to provide
such agreement, the Company may withhold and pay over to such Taxing
Jurisdiction the amount of tax, penalty and interest determined under the laws
of the Taxing Jurisdiction with respect to such income. Any such payments with
respect to the income of a Member shall be treated as a distribution for
purposes of Article 10.


 


11.3         Tax
Matters Member.  RA LLC shall be the
tax matters partner of the
Company pursuant to section 6231(a)(7) of the Code.


 


a.             The tax matters
partner shall take such action as may be necessary to cause each Member to
become a notice partner within
the meaning of section 6223 of the Code. The tax matters partner shall
inform each other Member of all significant matters that may come to its attention
in its capacity as tax matters partner by giving notice thereof within ten (10)
Business Days after becoming aware thereof and, within such time, shall forward
to each other Member copies of all significant written communications it may
receive in such capacity. The tax matters partner may not take any action
contemplated by sections 6222 through 6232 of the Code without the consent of
the Members. This provision is not intended to authorize the tax matters
partner to take any action left to the determination of an individual Member
under Sections 6222 through 6232 of the Code. Expenses of administrative and
judicial proceedings relating to the determination of Company items at the
Company level undertaken by the tax matters partner shall be Company expenses.


 


b.             The tax matters
partner shall cause to be prepared and filed all necessary federal and state
income tax returns for the Company. Each Member shall furnish to the tax
matters partner all pertinent information in its possession relating to Company
operations that is necessary to enable such income tax returns to be prepared
and filed.


 


c.             The following
elections shall be made on the appropriate returns of the Company:


 


i.              to adopt the
calendar year as the Company’s fiscal year;


 


ii.             to adopt the accrual
method of accounting;


 


iii.            if there shall be a
distribution of Company Property as described in Section 734 of the Code
or it there shall be a transfer of a Company Interest as described in
Section 743 of the Code, upon


 


22

















 


written request of any Member, to elect
pursuant to section 754 of the Code, to adjust the basis of Company
Properties;


 


iv.            to amortize the
organizational expenses of the Company ratably over a period of sixty (60)
months as permitted by Section 709(b) of the Code;


 


v.             any other election
the tax matters member may deem appropriate and in the best interest of the
Partners.


 


No election shall be made by the Company or any Member to be excluded
from the application of the provisions of subchapter K of Chapter 1 of
Subtitle A of the Code or any similar provisions of applicable state laws.


 


11.4         Tax
Advances.  At least ten days before
each date prescribed by the Code for a calendar year corporation to pay
quarterly installments of estimated tax, the Company shall distribute to each
Member cash equal to 40% of the estimated partnership taxable income for that
period. Any distributions for tax advances under this section shall be
treated as reductions in the Member’s capital balance, net of accrued
partnership income. Rights to tax advance distributions shall rank senior to
any rights to distributions in any other sections of this Agreement.


 


ARTICLE 12


DISPOSITION OF MEMBERSHIP INTERESTS


 


12.1         Disposition.  No Member of Assignee may Dispose of all or
a portion of the Member’s or Assignee’s Units without the written consent of
all other Members and except upon compliance with this Section 12.1. No
Unit shall be Disposed of:


 


a.             if such Disposition,
alone or when combined with other transactions, would result in a termination
of the Company within the meaning of Section 708 of the code;


 


b.             unless and until the
Management Committee receives from the Assignee the information and agreements
that the Management Committee may reasonably require, including, but not
limited to any taxpayer identification number and any agreement that may be
required by any taxing jurisdiction;


 


c.             unless and until the
Management Committee receives either (i) satisfactory evidence that such Units
are to be registered under the Securities Act of 1933, as amended, and any
applicable state securities laws, or (ii) the transferor Member or Assignee
provides an opinion of counsel, which opinion and counsel shall be satisfactory
to the Company, to the effect that such Disposition is exempt from all


 


23

















 


applicable registration requirements and that
such Disposition will not violate any applicable laws regulating the
Disposition of securities; and


 


d.             unless and until the
Management Committee receives documentation of the assignment wherein the
Assignee agrees to be subject to and bound by all of the terms of this
Agreement.


 


12.2         Dispositions
not in Compliance with this Article Void.  Any attempted Disposition of Units, or any part thereof, not in
compliance with Section 12.1 shall be, and is declared to be, null and
void.


 


12.3         Compliance
with 41 U.S.C. 15(a).  It is not the
intent of the LLC members to circumvent the statutory prohibition on the
transfer of contracts to another party under 41 U.S.C. 15(a), or to limit the
Government’s rights. Disposition of Membership Interests does not constitute an
assignment of the LLC’s prime contract with the Government.


 


ARTICLE 13


ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS


 


13.1         Rights
of Assignees.  The Assignee of a
Unit has no Voting Rights nor any right to become a Member. The Assignee is
only entitled to receive the Distributions and return of capital, and to be
allocated the Net Profits and Net Losses attributable to the Unit.


 


13.2         Admission
of Substitute Members.  An Assignee
of a Unit shall be admitted as a Substitute Member and admitted to all the
rights of the Member who initially assigned the Unit only with the approval,
which may be withheld in their sole and absolute discretion, of Members holding
fifty-one percent (51%) of the Percentage Interests. If so admitted, the
Substitute Member has all the rights and powers and is subject to all the
restrictions and liabilities of the Member who initially assigned the Unit. The
admission of a Substitute Member, without more, shall not release the Member
initially assigning the Unit from any liability to the Company that may have
existed prior to the approval.


 


13.3         Admission
of Additional Members.  Upon
unanimous approval of the Members and a determination by the Management
Committee of the Capital Contribution required, Additional Members may be
admitted to the Company. Each Additional Member shall execute an Admission
Agreement.


 


13.4         Compliance
with 41 U.S.C. 15(a).  It is not the
intent of the LLC members to circumvent the statutory prohibition on the
transfer of contracts to another party under 41 U.S.C. 15(a) or to limit the
Government’s rights thereof. Substitution of members does not constitute an
assignment of the LLC’s contract with the Government. The agreement does
provide for


 


24

















 


assignment under the Assignment of Claims Act, reference FAR 52.232-23
and 41 U.S.C. 15(b), as contained in 1.50 of the Government’s Request For Proposal.


 


ARTICLE 14


DISSOLUTION AND WINDING UP


 


14.1         Dissolution.  The Company shall be dissolved, and its
affairs wound up, upon the first to occur of the following events:


 


a.             the approval of the
Members; or


 


b.             the entry of a decree
of judicial dissolution under Section 18-802 of the Act.


 


The Company shall not be dissolved by the death, bankruptcy,
withdrawal, expulsion or dissolution of a Member or by the occurrence of any
other event of bankruptcy under the Act with respect to a Member in the Company,
and the remaining Members, by executing this Agreement, hereby agrees to
continue the business of the Company without dissolution after the occurrence
of such an event.


 


14.2         Effect
of Dissolution.  Upon dissolution,
the Company shall cease carrying on as distinguished from the winding up of the
Company business; the Company is not thereby terminated, but continues until
the winding up of the affairs of the Company is completed and the certificate
of cancellation has been issued by the Secretary of State.


 


14.3         Distribution
of Assets on Dissolution.  Upon the
winding up of the Company, the Company Property shall be distributed:


 


a.             to creditors,
including Members who are creditors, to the extent permitted by law, in
satisfaction of Company Liabilities;


 


b.             to Members and
Assignees in accordance with positive Capital Account balances taking into
account all Capital Account adjustments for the Company’s taxable year in which
the liquidation occurs. Liquidation proceeds shall be paid within 60 days of
the end of the Company’s taxable year or, if later, within 90 days after the
date of liquidation. Such distributions shall be in cash or Property (which
need not be distributed proportionately) or partly in both, as determined by
the Management Committee.


 


14.4         Winding
Up and Certificate of Cancellation. 
The winding up of the Company shall be completed when all debts,
liabilities, and obligations of the Company have been paid and discharged or
reasonably adequate provision therefor has been made, and all of the remaining
property and assets of the Company have been distributed to the Members. Upon
the Completion of winding up of the Company, a certificate of cancellation
shall be delivered


 


25

















 


promptly to the Secretary of State for filing. The certificate of
cancellation shall set forth the information required by the Act.


 


ARTICLE 15


AMENDMENT


 


15.1         Agreement
May Be Modified.  This Agreement may
be modified as provided in this Article (as the same may from time to time
be amended). No Member or Management Committee member shall have any vested
rights in this Agreement which may not be modified through an amendment to this
Agreement.


 


15.2         Amendment
or Modification of Agreement.  This
Agreement may be amended or modified from time to time only by a written
instrument executed by all Members.


 


ARTICLE 16


LIABILITY OF MEMBERS, MANAGEMENT COMMITTEE
AND GENERAL

MANAGER; INDEMNIFICATION


 


16.1         Exculpation.


 


a.             No Member, Management
Committee member or the General Manager (each, a “Covered Person”),
shall be liable to the Company or a Member for any loss, liability, 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. Whenever in this Agreement
a Covered Person is permitted or required to make decisions in good faith, the
Covered Person shall act under such standard and shall not be subject to any
other or different standard imposed by this Agreement or any relevant
provisions of laws or in equity or otherwise.


 


b.             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 or entity as to matters the Covered Person reasonably
believes are within such person’s or entity’s professional or expert
competence.


 


16.2         Fiduciary.  To the extent that, at law or in equity, a
Covered Person has duties (including fiduciary duties) and liabilities relating
thereto to the Company or to another Covered Person or to an other person that
is a party to or is otherwise bound by this Agreement, a Covered Person acting
under this Agreement shall not be liable to the Company or to such other person
for such Covered Person’s good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict
the duties and liabilities of a


 


26

















 


Covered Person otherwise existing at law or in equity, are agreed by
the parties hereto to replace such other duties and liabilities of such Covered
Person.


 


16.3         Indemnification.  To the fullest extent permitted by
applicable law, a Covered Person shall be entitled to indemnification from the
Company for any costs and expenses (including attorneys’ fees and
disbursements), loss, liability, damage or claim incurred by such Covered
Person by reason of any act or omission performed or omitted by such Covered
Person in good faith on behalf of the Company.


 


16.4         Expenses.  To the fullest extent permitted by
applicable law, expenses (including attorneys’ fees and disbursements) 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, subject to
recapture by the Company following a later determination that such Covered
Person was not entitled to be indemnified hereunder.


 


ARTICLE 17


INTELLECTUAL PROPERTY


 


17.1         Rights
to Intellectual Property:


 


a.             For purposes of this
Agreement, the term “Intellectual Property” shall mean patented and unpatented
inventions, mask works, copyrighted works, trade secrets, know-how and
proprietary information of either party. It is mutually understood and agreed
that no Member shall acquire, directly or by implication, any rights in any
Intellectual Property of any of the other Members owned, controlled, acquired,
developed, authored, conceived or reduced to practice prior to the date of this
Agreement, including but not limited to, inventions described and claimed in
applications for U.S. or foreign Letters Patent filed prior to the date of this
Agreement, except as expressly provided herein or in any resulting subcontract among
the Members.


 


b.             Each Member, insofar
as it is free to do so without obligation to others, hereby authorizes the
Company and other Members to use its Intellectual Property solely as necessary
for the performance of the Company under the Contract and of each Member under
this Agreement.


 


c.             Subject to any rights
of the Customer, each Member shall retain title to any Intellectual Property if
developed, authored, conceived or reduced to practice independently and solely
by that Member during the performance of this Agreement without the other
Members’ Intellectual Property, without the participation of Company’s agents,
employees, and contractors, and without the expenditure of Company funds. In
such event, no license, express or implied, shall inure to the benefit of the
other Members to prepare or distribute copies and to prepare derivative works
of such copyrighted works


 


27

















 


or to make, have made, use, sell, offer to sell, have sold and
export/import products or processes incorporating such Intellectual Property.


 


d.             In the event Intellectual Property is
developed by one Member during the performance of this Agreement without the
participation of the Company’s agents, employees, and contractors and without the
expenditure of Company funds, which necessarily derives from and incorporates
Intellectual Property disclosed by another Member (the “Contributing Member”),
such developed Intellectual Property shall be and remain the property of the
developing Member; provided, however, that the developing party shall and does
hereby grant to the Contributing Member a nonexclusive, worldwide,
royalty-free, irrevocable right and license to make and distribute copies and
prepare derivative works of such Intellectual Property, and to make, have made,
use, sell, offer to sell and have sold for any purpose such inventions,
products or processes incorporating such developed Intellectual Property.


 


e.             In the event Intellectual Property is
developed by the Company or jointly by Members during the performance of this
Agreement, including Intellectual Property with the participation of Company
agents, employees and contractors and/or Company funds, such Intellectual
Property shall be owned jointly by such Members unless one of such Members
elects not to participate in such joint ownership. None of such Members shall
take action with respect to such jointly developed Intellectual Property which
will adversely affect the rights of any other of such Members without the prior
written consent thereof. As to all such jointly owned Intellectual Property,
each of the owning Members shall be free to use, practice and license
non-exclusively such jointly owned Intellectual Property, without in any way
accounting to the other owning Members, except that each owning Member agrees
to use reasonable efforts to maintain such jointly owned Intellectual Property
as confidential and proprietary in the same manner it treats its own
Intellectual Property of a similar character. Procedures for seeking and
maintaining protection such as patents or copyrights for jointly owned
Intellectual Property shall be mutually agreed upon in good faith by the owning
Members. Any owning Member which does not bear its proportionate share of
expenses in securing and maintaining patent protection on jointly owned
Intellectual Property in any particular country or countries shall surrender
its joint ownership under any resulting patents in such country or countries.


 


ARTICLE 18


PROHIBITED TRANSACTIONS


 


18.1         Prohibited
Transitions. During the time of the organization or continuance of the
Company, none of the Members hereof shall (except to the extent otherwise
provided herein) do any of the following:


 


28

















 


a.             Use the name of the
Company (or any substantially similar name) or any trademark or trade name
adopted by the company, except in the ordinary course of the Company’s
business;


 


b.             Disclose to any
non-Member any of the Company business practices, trade secrets, or any other
information not generally known to the business community;


 


c.             Do any other act or
deed with the intention of harming the business operations of the Company;


 


d.             Possess Company
Property or assign the right of the Company or its Members in specific Company
Property for other than a Company purpose;


 


e.             Employ or make an
offer of employment to any of the personnel of the Company without the express
written consent of the other Member, which prohibition shall continue in effect
for ninety (90) days after the end of the term defined in Section 1.4; and


 


f.              No Member shall have
a right and each Member hereby agrees not to withdraw from the Company, nor
shall the Members dissolve, terminate, or liquidate the Company, or petition a
court for the dissolution, termination or liquidation of the Company, except as
provided in this Agreement.


 


ARTICLE 19


MEDIATION AND ARBITRATION


 


19.1         Mediation.  Prior to institution of the arbitration
procedures hereafter provided for, the Members shall endeavor to settle
disputes by mediation. Demand for mediation shall be filed in writing with the
other party to this Agreement and with the American Arbitration Association. A
demand for mediation shall be made within a reasonable time after the claim,
dispute or other matter in question has arisen. In no event shall the demand
for mediation be made after the date which is 30 days prior to the date when
institution of legal or equitable proceedings based on such claim, dispute or
other matter in question would be barred by the applicable statutes of repose
or limitations.


 


19.2         Arbitration.  Any controversy or claim arising out of or
relating to this Agreement, or breach thereof, which cannot first be settled
amicably and satisfactorily between


 


29

















 


or among the parties, either directly or through mediation as herein
provided, shall be settled in a place mutually agreed to by the parties by
arbitration in the English language in accordance with the Commercial Rules of
Arbitration of the American Arbitration Association. The panel of arbitrators
shall consist of a single arbitrator selected in accordance with the
aforementioned rules. The award of the arbitrator shall be final. Judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. Except as otherwise provided herein, this Agreement is
governed by the provisions of the Federal Lay Arbitration Act. The arbitrator’s
award may include compensatory damages against any party. Under no circumstances
will the arbitrator be authorized to, nor shall he or she award consequential
or punitive damages or multiple damages against a party. The arbitrator shall
have the authority but not the obligation to award the costs of arbitration and
reasonable attorney’s fees to the prevailing party as hereafter provided;
however, if the arbitrator does not award such costs and fees, each party will
be responsible for its costs incurred in arbitration except that the costs and
fees imposed by the arbitrator for his or her expenses and the fees of the
American Arbitration Association shall be borne equally by the parties.


 


Notwithstanding the above, a party may seek injunctive relief in any
court of competent jurisdiction against improper use or disclosure of proprietary
information.


 


Notwithstanding the above, the parties’ failure in good faith to reach
mutual agreement on the terms and conditions of the Contract shall not be
considered a controversy or claim subject to arbitration under this Article,
nor shall it otherwise constitute a legally justiciable issue.


 


ARTICLE 20


MISCELLANEOUS PROVISIONS


 


20.1         Form
of Notice.


 


a.             Notice under this
Agreement shall be in writing unless oral notice is reasonable under the
circumstances. Notice by Electronic Transmission is written notice.


 


b.             Notice may be
communicated in person; by mail or other method of delivery; or telephone,
voice mail or other electronic means.


 


c.             Written notice to a
Member, if in a comprehensible form, is effective (i) upon deposit in the
United States mail, if mailed postpaid and correctly addressed to the Member’s
address shown in the Company’s current record of Members or (ii) when
electronically transmitted to the Member in a manner authorized by the Member.


 


d.             Written notice to the
Company may be addressed to its registered agent at its registered office or to
the President at the Company’s principal office described in Section 1.6
herein.


 


30

















 


e.             Except as provided in
subsection (c), written notice, if in a comprehensible form, is effective
at the earliest of the following:


 


(i)            When received;


 


(ii)           Five (5) days after its
deposit in the United States mail, if mailed postpaid and correctly addressed;


 


(iii)          On the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.


 


f.              Oral notice is
effective when communicated if communicated in a comprehensive manner.


 


g.             Whenever any notice
is required to be given under this Agreement or the Act, a person entitled to
notice may waive any such notice. A waiver must be in writing, signed by the
person entitled to such notice (whether before or after the date and time
stated in the notice), and delivered to the Company for inclusion in the
minutes or filing with the Company records. A person’s attendance at or
participation in a meeting, as the case may be, waives such person’s objection
(a) to lack of any required notice or a defective notice of the meeting, unless
such person, at the beginning of the meeting or promptly upon his arrival,
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for action taken at the meeting, and (b) to consideration
of a particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice (if the purposes are required to be
described in the notice), unless such person objects to consideration of the
matter when it is presented and does not thereafter vote for action taken with
respect to the matter.


 


20.2         Entire
Agreement.  This Agreement
represents the entire agreement among all the Members and, except to the extent
a revision of this Agreement expressly incorporates federal income tax rules by
reference to sections of the Code or Regulations or is expressly prohibited or
ineffective under the Act, this Agreement shall govern, even when inconsistent
with, or different than, the provisions of the Act or any other law or rule.


 


20.3         Rights
of Creditors and Third Parties under Agreement.  This Agreement is entered into for the exclusive benefit of the
Members, and their successors and assignees. This Agreement is expressly not
intended for the benefit of any creditor of the Company or any other Person.
Except and only to the extent provided by applicable statute, no such creditor
or third party shall have any rights under this Agreement, Admission Agreement
or any agreement between the Company and any Member with respect to any Capital
Contribution or otherwise.


 


31

















 


20.4         Headings.  Paragraph and other headings contained in
this Agreement are for reference purposes only and are not intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.


 


20.5         Incorporation
by Reference.  Every exhibit,
schedule or other appendix attached to this Agreement and referred to
herein is hereby incorporated in this Agreement by reference.


 


20.6         Variation
of Pronouns.  All pronouns and any
variations thereof shall be deemed to refer to masculine, feminine or neuter,
singular or plural, as the identity of the Person or Persons may require.


 


20.7         Applicable
Law.  This Agreement shall be
governed by the laws of the State of Delaware, including its statutes of
limitations. To the extent any provision of this Agreement is prohibited or
ineffective under the Act, this Agreement shall be considered amended to the
least degree possible in order to make the agreement effective under the Act.
In the event the Act is subsequently amended or interpreted in such a way to
make any provision of this Agreement that was formerly invalid valid, such
provision shall be considered to be valid from the effective date of such
interpretation or amendment.


 


20.8         Counterpart
Execution.  This Agreement may be
executed in any number of counterparts with the same effect as if all of the
Members had signed the same document. All counterparts shall be construed
together and shall constitute one agreement.


 


20.9         No
State-Law Company.  The Members
intend that the Company not be a partnership (including, without limitation, a
limited partnership), and that no Member be a Member of any other Member, for
any purposes other than federal and state tax purposes, and this Agreement may
not be construed to suggest otherwise.


 


32

















 


IN WITNESS WHEREOF, we, the Members of the
Joint Venture, have executed this Agreement effective as of the Effective Date.


 


	
   

  	
  L-3 COMMUNICATIONS INTEGRATED

  SYSTEMS, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W. Drewes

  	
   

  
	
   

  	
   

  	
  Robert W. Drewes, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARAGON SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Charles Keathley

  	
   

  
	
   

  	
   

  	
    Charles Keathley, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RAYTHEON AEROSPACE, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Daniel A. Grafton

  	
   

  
	
   

  	
   

  	
    Daniel A. Grafton, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. HELICOPTER INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David R. Thaxton

  	
   

  
	
   

  	
   

  	
    David R. Thaxton, President / CEO

  	
   

  



 


33

















 


EXHIBIT A


 


	
  Member

  	
   

  	
  Initial
  Capital

  Contribution and

  Value

  	
   

  	
  Units

  	
   

  	
  Percentage

  Interests

  	
   

  
	
  L-3 Communications Integrated Systems, LP

  	
   

  	
  $

  	
  4,000.00

  	
   

  	
  40.0

  	
   

  	
  40.00

  	
  %

  
	
  10001 Jack Finney Boulevard

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greenville, Texas 75402

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (L-3 Com IS LP)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragon Systems, Inc.

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  10.0

  	
   

  	
  10.00

  	
  %

  
	
  3317 Triana Boulevard, S.W.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Huntsville, Alabama 35805

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (PSI)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raytheon Aerospace, LLC

  	
   

  	
  $

  	
  4,000.00

  	
   

  	
  40.0

  	
   

  	
  40.00

  	
  %

  
	
  555 Industrial Drive South

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Madison, Mississippi 39110

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (RA LLC)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Helicopter Incorporated

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  10.0

  	
   

  	
  10.00

  	
  %

  
	
  668 Parker Drive

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ozark, Alabama 36360

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (USH)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  10,000.00

  	
   

  	
  100.00

  	
   

  	
  100.00

  	
  %

  



 


34

















 


EXHIBIT B


 


Initial Management Committee


 


Jay Ward


Dave Robinson


Jim Van Dusen


Steve Sinquefield


Willy Wilson


Harold Bright


Ed Gloviak


Walt Yates


Bill Powell


David Merriam


 


35