SHILOH OF MICHIGAN, L.L.C.
A MICHIGAN LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (the "Agreement") is made and entered into effective as of the 2nd day of
January, 1996 by and among Shiloh of Michigan, L.L.C., a Michigan limited liability company (the "Company"),
ROUGE STEEL COMPANY, a Delaware corporation ("Rouge") and SHILOH INDUSTRIES, INC., a
Delaware corporation ("Shiloh") (Rouge and Shiloh individually a "Member", and collectively, "Members"), who
agree as follows:
1.1 FORMATION. The Company has been organized as a Michigan limited liability company under and
pursuant to the Michigan Limited Liability Company Act, being Act No. 23, Public Acts of 1993 (the "Act"), by
the filing of Articles of Organization ("Articles") with the Department of Commerce of the State of Michigan as
required by the Act.
1.2 NAME. The name of the Company shall be Shiloh of Michigan, L.L.C. The Company may also conduct its
business under one or more assumed names.
1.3 PURPOSES. The purposes of the Company are to engage in any activity for which limited liability companies
may be formed under the Act. The Company shall have all the powers necessary or convenient to effect any
purpose for which it is formed, including all powers granted by the Act.
1.4 DURATION. The Company shall continue in existence for a period of the earlier of: (a) thirty (30) years
from the effective date of the Articles of Organization or, (b) the earlier dissolution of the Company in accordance
with the Act or this Agreement.
1.5 REGISTERED OFFICE AND RESIDENT AGENT. The Registered Office and Resident Agent of the
Company shall be as designated in the initial Articles or any amendment thereof. The Registered Office and/or
Resident Agent may be changed from time to time. Any such change shall be made in accordance with the Act. If
the Resident Agent shall ever resign, the Company shall promptly appoint a successor.
1.6 INTENTION FOR COMPANY. The Members