Limited Liability Company Operating Agreement Page 3
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103.2
DISTRIBUTIONS. The Members shall determine and distribute available funds annually
or at more frequent intervals as they see fit. Available funds, as referred to herein, shall
mean the net cash of the Company available after appropriate provision for expenses
and liabilities, as determined by the Managers. Distributions in liquidation of the
Company or in liquidation of a Member's interest shall be made in accordance with the
positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2).
To the extent a Member shall have a negative capital account balance, there shall be a
qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
ARTICLE IV
Management
4.1
MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is
attached as Exhibit 1 of this Agreement. By a vote of the Members holding a majority of
the capital interests in the Company, as set forth in Exhibit 2 as amended from time to
time, shall elect so many Managers as the Members determine, but no fewer than one,
with one Manager elected by the Members as Chief Executive Manager. The elected
Manager(s) may either be a Member or Non-Member.
4.2
MEMBERS. The liability of the Members shall be limited as provided pursuant to
applicable law. Members that are not Managers shall take no part whatever in the
control, management, direction, or operation of the Company's affairs and shall have no
power to bind the Company. The Managers may from time to time seek advice from the
Members, but they need not accept such advice, and at all times the Managers shall
have the exclusive right to control and manage the Company. No Member shall be an
agent of any other Member of the Company solely by reason of being a Member.
4.3
POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to
make all decisions as to (a) the sale, development lease or other disposition of the
Company's assets; (b) the purchase or other acquisition of other assets of all kinds; (c)
the management of all or any part of the Company's assets; (d) the borrowing of money
and the granting of security interests in the Company's assets; (e) the pre-payment,
refinancing or extension of any loan affecting the Company's assets; (f ) the compromise
or release of any of the Company's claims or debts; and, (g) the employment of persons,
firms or corporations for the operation and management of the company's business. In
the exercise of their management powers, the Managers are authorized to execute and
deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise
agreements, licensing agreements, management contracts and maintenance contracts
covering or affecting the Company's assets; (b) all checks, drafts and other orders for
the payment of the Company's funds; (c) all promissory notes, loans, security
agreements and other similar documents; and, (d) all other instruments of any other
kind relating to the Company's affairs, whether like or unlike the foregoing.
Operating Agreement - 3
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