THIS OPERATING AGREEMENT, dated as of the 1st day of December 1998, is adopted, executed and agreed to, for good and valuable consideration, by the Members, who are set forth on Schedule A attached hereto.

WHEREAS, ATG CATALYTICS L.L.C. (the "LLC" or the "Company") has been formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") by the filing on November 30, 1998 of a Certificate of Formation (the "Certificate") in the office of the Secretary of State of the State of Delaware; and

WHEREAS, the Members and the Company adopted an Operating Agreement wish to set out their respective rights, obligations and duties with respect to the Company and its business, management and operations; and

WHEREAS, the Members wish to amend and restate their respective rights, obligations and duties with respect to the LLC and its business, management and operations.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I 
Definitions

The following capitalized terms used in this Agreement shall have the respective meanings ascribed to them below:

"Act" means the Delaware Limited Liability Company Act, in effect at the time of the initial filing of the Certificate with the Office of the Secretary of State of the State of Delaware, and as thereafter amended from time to time.

"Affiliate" shall mean, with respect to any specified person or entity, (i) any person or entity that directly or indirectly controls, is controlled by, or is under common control with such specified person or entity; (ii) any person or entity that directly or indirectly controls 10 percent or more of the outstanding equity securities of the specified entity or of which the specified person or entity is directly or indirectly the owner of 10 percent or more of any class of equity securities; (iii) any person or entity that is an officer of, director of, manager of, partner in, or trustee of, or serves in a similar capacity with respect to, the specified person or entity or of which the specified person or entity is an officer, director, partner, manager or trustee, or with respect to which the specified person or entity serves in a similar capacity; or (iv) any person that is a member of the immediate family (i. e., spouse, father, mother or sibling) of the specified person.

"Bankruptcy" means the occurrence of any of the following events:

(i) a Member makes an assignment for the benefit of creditors;

(ii) a Member files a voluntary petition in bankruptcy;

(iii) a Member is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding;

(iv) a Member files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(v) a Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature;

(vi) a Member seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Member or of all or any substantial part of his or her or its properties; or

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