Limited Liability Company Agreement

　　11.5 conversion of common units upon reorganization. notwithstanding anything to the contrary in this agreement: (i) in the event that the company undergoes a reorganization ('successor corporation'), each common unit shall be converted to the same number of common shares in the resulting corporation ('successor corporation') as is each and every other common unit, and (ii) each option to acquire common units in the company, shall, if not exercised prior to such reorganization, be converted to an option to acquire the same number of common shares of the successor corporation that would have been issued to such option holder if such option had been converted to common units immediately prior to the reorganization, and the exercise price of such options shall be adjusted accordingly to reflect the reorganization.

　　11.6 part year allocations with respect to new members. no new equity owners shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the company. in accordance with the provisions of section 706(d) of the code and the regulations promulgated thereunder, the manager may, at its option, at the time a member is admitted, close the company books (as though the company's fiscal year had ended) or make pro rata allocations of loss, income and expense deductions to a new equity owner for that portion of the company's fiscal year in which an equity owner became an equity owner.

　　article 12.

　　dissolution and termination

　　12.1 dissolution.

　　(a) the company shall be dissolved only upon the occurrence of any of the following events:

　　(1) prior to the third anniversary of the effective date, by the unanimous written agreement of members, provided, however, that any dissolution which is caused by a reorganization may be approved by members holding a twothirds interest;

　　(2) subsequent to the third anniversary of the effective date, by one or more members holding a twothirds interest.

　　notwithstanding anything to the contrary in the act, the company shall not be dissolved upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of an equity owner.

　　(b) as soon as possible following the occurrence of any of the events specified in section 12.1(a) effecting the dissolution of the company, the appropriate representative of the company shall execute all documents required by the act at the time of dissolution and file or record such statements with the appropriate officials.

　　12.2 effect of dissolution. upon dissolution, the company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until winding up and distribution is completed.