Limited Liability Company Agreement

　　5. value of units; closing of purchase and sale.

　　5.1 in the case of a purchase made pursuant to section 3.6, the current value of the units, on a per unit basis, shall be deemed to be the amount paid per unit for the common units of the company by investors in the last offering (a 'qualifying offering') in which the company sold common units. in the case of a purchase made pursuant to article 4, the current value of the units shall be the greater of (a) the amount determined pursuant to the preceding sentence, or (b) the amount paid for the units. an offering of common units by the company shall not be deemed to be a qualifying offering unless the last sale of common units in such offering occurred not more than one year prior to the determination date (as defined below), and provided further that the gross proceeds to the company in such offering were not less than $,_________. if there is no such qualifying offering, then the current value of the units shall be determined by agreement between the company and the unit holder, and failing such agreement, by an independent appraiser selected by agreement between the company and the unit holder. in the absence of agreement concerning the selection of an independent appraiser, the current value of the units shall be determined by a panel of three appraisers selected as follows: the unit holder shall select one independent appraiser, the company shall select one independent appraiser and the two appraisers so selected shall select a third independent appraiser. the decision of a majority of the three appraisers with respect to the current value of the units shall be final and binding upon the parties. if one party selects an appraiser and the other party fails to select the second appraiser within ten days after the receipt of notice of the selection of the first appraiser, the decision of the first appraiser alone shall be final and binding upon the parties. cost of the appraisal shall be split equally between the parties. in the case of a gift referenced in section 3.6, the determination date shall be the date of receipt by the company of the notice of proposed transfer. in case of the unit holder's departure, the determination date shall be the date of the unit holder's departure.

　　5.2 a purchase and sale required pursuant to section 3.6 or article 4 shall take place at a closing at a time and place designated by the company; provided, however, that the time must be within 90 days of the determination date. at the closing, the unit holder shall transfer the offered units or the units, as the case may be, to the company free and clear of all liens and encumbrances and in accordance with the terms of this agreement. in return, the company shall pay the unit holder not less than 25% of the purchase price in cash or certified funds and the remainder by execution and delivery of the company's promissory note, bearing interest at the rate per annum equal to the 'prime rate' as listed by the wall street journal on the business day preceding the date of the promissory note. the promissory note shall provide for payment in three equal annual installments of principal and interest on the first, second and third anniversaries of the closing date. the promissory note shall be prepayable, without penalty, in whole or in part, with prepayments applied to the last installment or installments coming due.