- Operating Agreement.docVIP

Operating Agreement 　　AMENDED AND RESTATED OPERATING AGREEMENT OF CCC, LLC This AMENDED AND RESTATED OPERATING AGREEMENT (the Agreement) is entered into as of _________,_________,_________(M/D/Y), between AAA, Inc., a _________(state) corporation (AAA), and BBB Inc. 　　AMENDED AND RESTATED OPERATING AGREEMENT OF CCC, LLC 　　This AMENDED AND RESTATED OPERATING AGREEMENT (the #39;Agreement#39;) is entered into as of _________,_________,_________(M/D/Y), between AAA, Inc., a _________(state) corporation (#39;AAA#39;), and BBB Inc., a _________(state) corporation (#39;BBB#39;), both of which are referred to as the #39;Members#39; and individually as a #39;Member.#39; Promptly following the execution of this Agreement, BBB intends to transfer all of its interest in the Company to UST, Inc., its indirect wholly owned subsidiary (#39;UST#39;) (upon such event, the term #39;BBB#39; as used herein shall be deemed to apply to UST for all purposes of this Agreement). 　　A limited liability company was formed in accordance with the provisions of the _________(state) Limited Liability Company Act (the #39;Act#39;) under the name of CCC, LLC (the #39;Company#39;) pursuant to a Certificate of Formation filed _________,_________,_________(M/D/Y), with the _________(state) Secretary of State. An Operating Agreement of the Company was entered into as of that same date, under which AAA was the sole member. Pursuant to a Subscription Agreement by and between BBB and the Company dated as of _________,_________,_________(M/D/Y) (the #39;Subscription Agreement#39;), BBB agreed to purchase an equity interest in the Company in exchange for the Capital Note (as hereinafter defined). Additionally, AAA agreed under a Contribution Agreement dated as of _________,_________,_________(M/D/Y) by and among AAA and the Company (the #39;Contribution Agreement#39;) to contribute certain assets