RL Company Agm

COMPANY AGREEMENT
OF
SENGER CREEK DEVELOPMENT, LLC
October ____, 2006 ____________, 2007
THE MEMBERSHIP INTERESTS DESCRIBED HEREIN HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, THE TEXAS SECURITIES ACT
OR THE SECURITIES LAWS OF ANY OTHER STATE. SUCH MEMBERSHIP
INTERESTS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER
APPLICABLE SECURITIES LAWS OR EXEMPT FROM SUCH REGISTRATION AND
THE COMPANY MAY REQUIRE SUCH EVIDENCE AS THE COMPANY DEEMS
APPROPRIATE TO CONFIRM THAT ANY PROPOSED TRANSFER COMPLIES WITH
SUCH REQUIREMENTS. THE COMPANY IS NOT OBLIGATED TO REGISTER ANY
OF SUCH MEMBERSHIP INTERESTS OR TO MAINTAIN ANY INFORMATION ABOUT
THE COMPANY PUBLICLY AVAILABLE.
3/8/07:H:\RSR\65898\SENGERCREEK\LLCFORMATION\RL-company-agm.wpd
This Company Agreement is adopted as of October _____, 2006 as the Company Agreement
of SENGER CREEK DEVELOPMENT, LLC, a Texas limited liability company (the
"Company"), by the undersigned initial Manager (as defined below) of the Company named in the
Company's Certificate of Formation, and the undersigned Members (as defined below), pursuant to
the Business Code (as defined below).
ARTICLE I
DEFINITIONS
1.01 Certain Definitions. The following terms shall have the meanings specified below
when used in these Company Agreement unless otherwise expressly specified herein to the contrary:
(a) "Additional Contribution" means the portion of the Agreed Contribution of

a Member to the Company which is in excess of such Member's Initial Contribution, including value
of the cash, property or services contributed to the Company in return for Membership Interest.
(b) "Agreed Contribution" means the sum of a Member's Initial Contribution and
Additional Contributions, if any, which such Member has agreed in writing to make to the Company
as shown in the attached Schedule "1".
(c) "Certificate" means the Certificate of Formation of the Company filed with
the Secretary of State of the State of Texas, as the same may be amended from time to time as
provided in the Business Code and this Company Agreement.
(d) "Authorized Purposes" shall mean the purposes of the Company specified in
the Articles or authorized by a vote of a Majority in Interest of all of the Members in accordance with
the provisions of this Company Agreement.
(e) "Business Code" means the Texas Business Organizations Code, as such
statute may be amended from time to time. All references herein to the Business Code shall include
any corresponding provision or provisions of succeeding law.
(f) "Capital Account" means, with respect to any Member, the account
maintained for such Member in accordance with Section 7.04 of this Company Agreement.
(g) "Capital Contribution" means any Initial Contribution, Additional

Contribution or Optional Contribution to the capital of the Company in cash, property or services
when and as such contribution is actually made to the Company by a Member.
(h) "Distributable Cash" means the amount by which (i) the aggregate amount of
all cash and other current funds on account from time to time held by the Company on hand or in
bank accounts or other temporary investments pending distribution, exceeds (ii) the aggregate
amount of all amounts paid or set aside by the Company for (A) all principal and interest payments
on indebtedness of the Company and all other sums payable to lenders; (B) all cash expenditures
incurred incident to the normal operations of the Company's business; and (C) such cash reserves
as the Managers deem reasonably necessary to the proper operation of the Company's business.
(i) "Fiscal Year" means the Company's accounting year for accounting and tax
purposes, which shall be the calendar year.
(j) "Initial Contribution" means the initial Capital Contribution to the Company
made by a Member.
(k) "Losses" means, for each Fiscal Year (or portion thereof, as may be
applicable), the losses and deductions of the Company determined in accordance with accounting
principles consistently applied from year to year under the Company's Method of Accounting and
as reported, separately or in the aggregate as appropriate, on the Company's information tax return
filed for federal income tax purposes, plus any expenditures described in Section 705(a)(2)(B) of the
Tax Code.
(l) "Majority" means, with respect to any referenced group of Managers, a

combination of any of such Managers constituting more than 50% of the number of Managers of
such referenced group who are then elected and qualified.
(m) "Majority in Interest" means, with respect to any referenced group of

Members, a combination of any of such Members who, in the aggregate, own more than 50% of the
Membership Interest owned by all of such referenced group of Members; provided, however, until
(i) the repayment in full of the Unrecovered Capital Contributions to the Members, (ii)
repayment in full of any loans to the Company from Robert B. Ferguson, Jr. and (iii) the
release of Robert B. Ferguson, Jr., or any affiliate of Mr. Ferguson from the guaranty of any
loans to the Company by third-party lenders, the vote of Robert B. Ferguson, Jr. shall
constitute a Majority in Interest_of the Members.
.
(n) "Manager" means each individual named as such in the initial Certificate, or
any other person who succeeds such individual in such capacity and any other individual who is
elected to act as a Manager of the Company as provided in this Company Agreement.
(o) "Managers" means all persons at any time then acting in the capacity as a
Manager of the Company (unless reference is made in specific instances to a smaller group of
Managers).
(p) "Member" means each person designated as a Member of the Company on

the attached Schedule"1", any successor to all or any part of any such person's Membership Interest
in the Company who has been duly admitted as a Member of the Company in accordance with this
Company Agreement and any other person admitted as an additional Member of the Company in
accordance with this Company Agreement.
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(q) "Members" means all Members of the Company collectively in their capacity
as Members of the Company (unless reference is made in specific instances to a smaller group of
Members).
(r) "Membership Interest" means the percentage of ownership interest of a

Member of the Company at any particular time. The initial Membership Interest of the initial
Members of the Company are specified in Schedule "1".
(s) "Method of Accounting" shall mean a cash basis method of accounting.
(t) "Optional Contribution" means a Capital Contribution by a Member which

is in addition to such Member's Agreed Contribution.
(u) "Principal Office" means location within the State of Texas as may from time
to time be determined by the Managers and specified by written notice from the Managers to the
Members.
(v) "Profits" means, for each Fiscal Year (or portion thereof, as may be
applicable), the income and gains of the Company determined in accordance with accounting
principles consistently applied from year to year under the Company's Method of Accounting and
as reported, separately or in the aggregate as appropriate, on the Company's information tax return
filed for federal income tax purposes, plus any income described in Section 705(a) (1) (B) of the Tax
Code.
(w) "Registered Agent" means the registered agent for the Company specified in
the Certificate, as such registered agent may be changed from time to time in accordance with the
Business Code.
(x) "Registered Office" means the registered office for the Company specified in
the Certificate, as such registered office may be changed from time to time in accordance with the
Business Code.
(y) "Company Agreement" means this Company Agreement of the Company as

originally adopted and as amended from time to time as herein provided.
(z) "Subscription Agreement" means the Subscription Agreement, if any,

executed by each Member pursuant to which such Member agrees to acquire a Membership Interest
in the Company.
(aa) "Tax Code" means the Internal Revenue Code of 1986, as amended.
(bb) "Tax Matters Partner" means the Manager.
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(dd) "Treasury Company Agreement" means the Company Agreement adopted
from time to time by the U.S. Department of the Treasury under and pursuant to the Tax Code.
(ee) "Unrecovered Capital Contribution" means with respect to any Member, the
total Capital Contribution of such Member, decreased by the amount of any Distributable Cash
received by such Member.
1.02 Additional Definitions. Additional terms which are defined in other provisions of this
Company Agreement shall have the meanings assigned to such terms in such provisions.
1.03 Construction. Whenever the context requires, the gender of all words used in this
Company Agreement includes the masculine, feminine, and neuter. All references to Articles and
Sections refer to articles and sections of this Company Agreement, and all references to Exhibits are
to exhibits attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.01 Formation. The Company has been organized as a Texas limited liability company
by the filing of the Certificate pursuant to the Business Code and the issuance of a Certificate of
Filing for the Company by the Secretary of State of Texas.
2.02 Name. The name of the Company shall be as stated in the Certificate. All Company
business shall be conducted in that name or such other names that comply with applicable laws.
2.03 Registered Office; Registered Agent; Principal Office in United States; Other States.
The Registered Office of the Company required by the Business Code to be maintained in the State
of Texas shall be the office of the initial Registered Agent named in the Certificate or such other
office (which not need be a place of business of the Company) as the Managers may designate from
time to time in the manner provided by law. The Registered Agent of the Company in the State of
Texas shall be the initial Registered Agent named in the Certificate or such other person as the
Managers may designate from time to time in the manner provided by law. The Principal Office of
the Company in the United States shall be at such place as the Managers may designate from time
to time, which need not be in the State of Texas, and the Company shall maintain records there as
required by the Business Code and shall keep the street address of such principal office at the
Registered Office of the Company in the State of Texas. The Company may have such other offices
as the Managers may designate from time to time.
2.04 Purposes. The purposes of the Company are those set forth in the Certificate.
2.05 Foreign Qualification. Prior to the Company conducting business in any jurisdiction
other than Texas, the Managers shall cause the Company to comply, to the extent procedures are
available and those matters are reasonably within the control of the Managers with all requirements
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necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the
request of the Managers, each Member shall execute, acknowledge, swear to, and deliver all
certificates and other instruments conforming with this Company Agreement that are necessary or
appropriate to qualify, continue and terminate the Company as a foreign limited liability company
and all such jurisdictions in which the Company may conduct business.
2.06 Term. The Company commenced on the date the Secretary of the State of Texas
issued a Certificate of Filing for the Company and shall continue in existence until dissolved in
accordance with the terms hereof.
2.07 No State-Law Partnership. The Members intend that the Company not be a
partnership, including without limitation, a limited partnership or joint venture, and that no Member
or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other
than federal and state tax purposes, and this Company Agreement shall not be construed to suggest
otherwise.
ARTICLE III
MEMBERS
3.01 Place of Meetings of Members. All meetings of the Members shall be held at the
Principal Office of the Company or at such other place within or without the State of Texas as may
be determined by the Managers and set forth in the respective notice or waivers of notice of such
meeting or other written consent of all persons entitled to vote at such meeting.
3.02 Annual Meetings of Members. The annual meeting of the Members for the election
of Managers and the transaction of such other business as may properly come before the meeting,
shall be held at such time and on such date as shall be designated by the Managers from time to time
and stated in the notice of the meeting. Annual meetings of the Members shall be called in the same
manner as provided in this Company Agreement for calling special meetings of the Members, except
that the purposes of such annual meetings need not be stated in the notices of such annual meetings
unless and to the extent otherwise required by applicable law with respect to such annual meetings.
3.03 Special Meetings of Members. Special meetings of the Members may be called by
the Managers or by Members owning, in the aggregate, not less than 20% of the Membership
Interest. Business transacted at all special meetings shall be confined to the purposes stated in the
notices of such meetings.
3.04 Notices of Meetings of Members. Written or printed notice stating the place, date and
time of the meeting and, in the case of special meetings, the purposes or purposes for which such
meeting is called, shall be delivered not less than 10 days nor more than 60 days prior to the date of
such meeting, either personally or by mail, by or at the direction of the Managers or the Members
calling such meeting, to each Member of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to have been delivered when deposited in the United States mail, postage
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prepaid, addressed to the Member at the address of such Member as it appears on the transfer records
of the Company.
3.05 Waiver of Notice. Attendance of a Member at any meeting shall constitute a waiver
of notice of such meeting, except where the Member attends a meeting for the express purpose of
objecting to the transaction of business at such meeting on the ground that such meeting is not
lawfully called or convened. Any Member may waive notice of any meeting by signing a written
waiver to such effect before or after such meeting and such waiver shall be effective for all purposes
as satisfying all notice requirements of this Company Agreement or applicable law.
3.06 Quorum of Members. A Majority in Interest of all of the Members shall constitute
a quorum at all meetings of the Members, except as otherwise provided by law or the Certificate.
Once a quorum is present at a meeting of the Members, the subsequent withdrawal from the meeting
of any Member prior to adjournment or the refusal or any Member to vote shall not affect the
presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting
of the Members, the Members present and entitled to vote at such meeting shall have the power to
adjourn the meeting from time to time, without notice other than announcement at the meeting, until
Members owning the requisite amount of Membership Interest shall be present or represented.
3.07 Voting at Meetings of Members. At any meeting of the Members at which a quorum
is present, the vote of the Members owning a Majority in Interest of the Members present in person
or by proxy and entitled to vote at such meeting shall be the act of the Members, unless the vote of
a greater percentage of the Membership Interest is required by the Business Code, the Certificate or
this Company Agreement. It is expressly acknowledged and agreed that a vote of the Members
which fails to be decided because of an equal split in the vote of the Members. shall be decided
as follows:
(a)
(b) Thereafter, tThe Members agree to submit the matter in dispute to
mandatory and binding arbitration administered by the American Arbitration
Association. The cost and expense of the arbitration proceeding to be borne by the
Company.
3.08 Voting by Proxy. Each Member shall be authorized to vote by proxy at any meeting
of the Members. Each proxy must be executed in writing by the Member or such Member's duly
authorized attorney-in-fact. No proxy shall be valid more than 11 months after the date of its
execution. Each proxy shall be revocable unless the proxy form states conspicuously that the proxy
is irrevocable and the proxy is coupled with an interest.
3.09 Record Date. For the purpose of determining Members entitled to notice of or to vote
at any meeting of Members or any adjournment thereof, or entitled to receive any distribution by the
Company, or in order to make a determination of Members for any other proper purpose, the
Managers shall fix in advance a date as the record date for any such determination of Members.
Such record date in any case shall not be more than 60 days, and in the case of a meeting of Members
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not less than 10 days, prior to the date on which the particular action requiring such determination
of Members is to be taken. If a determination of Members entitled to vote at any meeting of
Members has been made as provided in this Section 3.09, such determination shall apply to any
adjournment thereof. The transfer books of the Company shall not be closed for the purpose of
making a determination of Members under this Section 3.09.
3.10 List of Members Entitled to Vote. The Managers shall make, at least 10 days before
each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any
adjournment thereof, arranged in alphabetical order by the surnames of the Members, which list shall
contain the address of each such Member and the Membership Interest held by each such Member.
Such list shall, for a period of 10 days prior to such meeting, be kept on file at the Registered Office
of the Company and shall be subject to inspections by any Member at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of the meeting and shall
be subject to inspection of any Member during the whole time of the meeting. The failure to comply
with the provisions of this Section 3.10, however, shall not affect the validity of any action taken at
any such meeting of the Members.
3.11 Members of Record. The Company shall be entitled to treat the holder of record of
any Membership Interest as the holder in fact of such Membership Interest for all purposes.
Accordingly, the Company shall not be bound to recognize any equitable or other claim to or interest
in any Membership Interest on the part of any other person which is not reflected on the transfer
records of the Company, whether or not it shall have actual or other notice of such claim or interest,
except as expressly provided to the contrary by this Company Agreement or applicable law.
3.12 Actions by Members Without a Meeting. Any action required by the Business Code
or this Company Agreement to be taken by the Members at a meeting may be taken by the Members
without a meeting, without prior notice and without a vote, if a written consent or consents, setting
forth the action so taken, shall be signed by Members having not less than the minimum number of
votes which would be necessary to take such action at a meeting at which all Members entitled to
vote on the action were present and voted.
3.13 Meetings by Conference Telephone. Subject to the provisions of this Company

Agreement regarding notice and waiver thereof, annual and special meetings of the Members may
be conducted by conference telephone call or other electronic means allowing all Members present
at such meeting to communicate among themselves.
ARTICLE IV
RIGHTS AND DUTIES OF MANAGERS
4.01 Management Powers of Managers. The powers of the Company shall be exercised
by or under the authority of, and the business and affairs of the Company shall be managed under,
its designated Manager or Managers. In addition to the powers and authorities expressly conferred
by this Company Agreement upon the Managers, the Managers may exercise all such powers of the
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Company and do all such lawful acts and things as are not directed or required to be exercised or
done by the Members by the Business Code, the Certificate or this Company Agreement, including,
but not limited to, contracting for or incurring debts, liabilities and other obligations on behalf of
the Company for Authorized Purposes. Notwithstanding the above, the Managers shall not take
any action, create any obligation or expend any sum for or on behalf of the Company or any Member
with respect to the matters set forth below unless and until a Majority in Interest of the Members
have approved the undertaking of such act, the creation of such obligation or the expenditure of such
sum in writing. Those items ("Major Decision") requiring written approval are as follows:
(a) The sale, mortgaging, or encumbering of any asset of the Company;
(b) The determination of whether or not the distributions of monies and/or assets
should be made to the Members;
(d) The making of any expenditure or incurring of any obligation by the Company
involving a sum of more than $5,000.00 for any transaction, or group or related transactions, except
for expenditures or obligations incurred pursuant to any contract or other agreement previously
approved by the Members;
(e) Binding the Company to any agreement not customary in the ordinary course
of business;
(f) Deciding who shall be the signatory party or parties on the Company's bank
accounts; and
(g) Any other decision or action which may have a major impact on the business
of the Company and any decision or action which by virtue of the provisions of this Company
Agreement is required to be approved by all Members.
4.02 Number of Managers. The number of Managers shall not be less than 1 nor more
than 3, as may be determined by the Members from time to time, but no decrease in the number of
Managers shall have the effect of shortening the term of any incumbent Manager.
4.03 Qualification of Managers. Managers need not be residents of the State of Texas.
Managers need not be Members of the Company.
4.04 Election of Managers. At the first annual meeting of the Members and at each annual
meeting thereafter, the Members shall elect the authorized number of Managers to hold office until
the next succeeding annual meeting. Unless removed in accordance with this Company Agreement,
each Manager shall hold office for the terms for which such Manager is elected and until such
Manager's successor shall be elected and qualified.
4.05 Removal of Managers. All or any lesser number of the Managers may be removed
by the Members, with or without cause, at a special meeting of the Members called for such purpose.
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Any such removal shall be effective immediately, regardless of whether a successor Manager is
elected simultaneously.
4.06 Vacancies. Except as otherwise provided below, any vacancy occurring in the
Managers may be filled by the affirmative vote of a majority of the remaining Managers though less
than a quorum of the Managers and any Manager elected to fill such a vacancy shall be elected for
the unexpired term of such Manager's predecessor in office; provided, however, that any such
vacancy which has not previously been filled by the remaining Managers may be filled by vote of
the Members at any special meeting of the Members called for such purpose. Any vacancy in the
Managers resulting from an increase in the authorized number of Managers shall be filled by vote
of the Members at an annual meeting or a special meeting called for such purpose. Any vacancy in
the Managers resulting from the removal of a Manager shall be filled by vote of the Members at an
annual meeting or a special meeting called for such purpose and need not be made concurrently with
such removal.
4.07 Place of Meetings of Managers. All meetings of the Managers may be held either
within or without the State of Texas.
4.08 Annual Meetings of Managers. The annual meeting of the Managers shall be held,
without further notice, immediately following the annual meeting of Members, and at the same
place, or at such other time and place as shall be fixed with the written consent of all of the
Managers.
4.09 Regular Meetings of Managers. Regular meetings of the Managers may be held
without notice at such time and place either within or without the State of Texas as shall from time
to time be determined by the Managers.
4.10 Special Meetings of Managers. Special meetings of the Managers may be called by
any Manager on not less than 3 days' notice to each Manager, either personally or by mail, telephone,
telegram or facsimile transmission.
4.11 Notices and Waivers of Notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver
of notice of such meeting. Attendance of a Manager at any meeting shall constitute a waiver of
notice of such meeting, except where the Manager attends a meeting for the express purpose of
objecting to the transaction of business at such meeting on the ground that such meeting is not
lawfully called or convened. Any Manager may waive notice of any meeting by signing a written
waiver to such effect before or after such meeting and such waiver shall be effective for all purposes
as satisfying all notice requirements of this Company Agreement or applicable law.
4.12 Quorum of Managers. At all meetings of the Managers, the presence of a Majority
of the Managers shall be necessary and sufficient to constitute a quorum for the transaction of all
business unless a greater number is required by law. If a quorum shall not be present at any meeting
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of the Managers, the Managers present at the meeting may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be present.
4.13 Voting at Meetings of Managers. The act of a Majority of the Managers present at
a meeting at which a quorum is present shall be the act of the Managers, except as otherwise
provided by law.
4.14 Compensation of Managers. Managers, as such, shall not receive any stated salary
for their services, but shall receive such compensation for their services as may be from time to time
approved by vote of the Members at an annual meeting or a special meeting called for such purpose.
Nothing in this Company Agreement shall be construed to preclude any Manager from serving the
Company in any other capacity and receiving compensation for such purposes.
4.15 Committees of Managers. The Managers may designate from among the Managers
one or more committees, each of which shall be comprised of one or more Managers, and may
designate one or more of the Managers as alternate members of any committee, who may, subject
to any limitations imposed by the Managers, replace absent or disqualified Managers at any meeting
of that committee. Any such committee shall have and may exercise all of the authority of the
Managers to the extent delegated by the Managers to such committee subject to the limitations on
such delegation set forth in the Business Code.
4.16 Contracts and Obligations. Debts liabilities and other obligations may be incurred,
and contracts and other instruments may be executed, on behalf of the Company for any Authorized
Purpose by any Manager only if, when and as such action is authorized by the affirmative vote of a
Majority of the Managers present at any meeting at which there is a quorum.
4.17 Actions by Managers Without a Meeting. Any action required by the Business Code
or this Company Agreement to be taken by the Managers at a meeting may be taken by the Managers
without a meeting, without prior notice and without a vote, if a written consent or consents, setting
forth the action so taken, shall be signed by Managers having not less than the minimum number of
votes which would be necessary to take such action at a meeting at which all Managers entitled to
vote on the action were present and voted.
4.18 Meetings by Conference Telephone. Subject to the provisions of this Company

Agreement regarding notice and waiver thereof, annual and special meetings of the Managers may
be conducted by conference telephone call or other electronic means allowing all Managers present
at such meeting to communicate among themselves.
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ARTICLE V
OFFICERS
5.01. Selection of Officers. The Managers may appoint a President, 1 or more Vice
Presidents, a Secretary, a Treasurer, and such other officers and agents as they shall deem necessary,
who shall hold their offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Managers. Any person may hold 2 or more offices.
No officer or agent need be a Member, a Manager, or a resident of the State of Texas.
5.02 Salaries. The salaries of all officers and agents of the Company shall be fixed by the
Managers.
5.03 Term of Office. The officers of the Company shall hold office until their successors
are chosen and shall qualify. Any officer elected or appointed by the Managers may be removed at
any time by the affirmative vote of a majority of the Managers whenever, in their judgment, the best
interests of the Company will be served thereby. Any vacancy occurring in any office of the
Company by death, resignation, removal or otherwise shall be filled by the Managers.
5.04 Authority. Officers and agents shall have such authority and perform such duties in
the management of the Company as are provided in this Company Agreement or as may be
determined by resolution of the Managers not inconsistent with this Company Agreement.
5.05 President. The President shall be the ranking and chief executive officer of the
Company. He shall preside at meetings of the Managers and of the Members unless he shall be
absent, and he shall have power to call special meetings of the Members and the Managers for any
purpose or purposes, appoint and discharge, subject to the approval or review by the Managers,
employees and agents of the Company and fix their compensation, and shall make and sign contracts
and agreements in the name of and on behalf of the Company. The President shall put into operation
such business policies of the Company as shall be decided upon by the Managers. In carrying out
the business policies of the Managers, the President shall have the general management and control
of the business and affairs of the Company and shall be the managing executive officer of the
Company, and the President, in carrying out such business policies, is given the necessary authority
to discharge such responsibility. He shall see that the books, reports, statements and certificates
required by the statutes under which the Company is organized or any other laws applicable thereto,
are properly kept, made and filed according to law. The President shall, in general, have supervisory
power over the other officers, the executive committee and any other committees and the business
activities of the Company, subject to the approval or review of the Managers, and he shall generally
do and perform all acts incident to the office of President or which are authorized or required by law.
5.06 Vice President. The Vice Presidents in the order of their seniority, unless otherwise
determined by the Managers, shall, in the absence or disability of the President, perform the duties
and exercise the power of the President. They shall also generally assist the President and exercise
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such other powers and perform such other duties as are delegated to them by the President and as the
Managers shall prescribe.
5.07 Secretary. The Secretary shall attend all meetings of the Managers and all meetings
of the Members and record all the proceedings of such meetings in a book to be kept for that
purpose, and he shall perform like duties for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the Members and special meetings of the Managers,
and he shall perform such other duties as may be prescribed by the Managers and President, under
whose supervision he shall be.
5.08 Assistant Secretaries. The Assistant Secretaries, in the order of their seniority, unless
otherwise determined by the Managers, shall, in the absence or disability of the Secretary, perform
the duties and have the authority and exercise the powers of the Secretary. They shall perform such
other duties and have such other powers as the Managers may from time to time prescribe or as the
President may from time to time delegate.
5.09 Treasurer. The Treasurer shall:
(a) have the custody of the funds and securities of the Company and shall keep
full and accurate accounts of receipts and disbursements in books belonging to the Company, and
in addition, he shall deposit all moneys and other valuable effects in the name and to the credit of
the Company in such depositories as may be designated by the Managers.
(b) disburse the funds of the Company as may be ordered by the Managers, taking
proper vouchers for such disbursements, and he shall render to the President and the Managers, at
the regular meeting of the Managers, or when the Managers so require, an account of all his
transactions as Treasurer and of the financial condition of the Company.
(c) if required by the Managers, give the Company a bond in such sum and with
such surety or sureties as shall be satisfactory to the Managers for the faithful performance of the
duties of this office and for the restoration to the Company, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Company.
(d) perform such other duties and have such other authority and powers as the
Managers may from time to time prescribe or as the President may from time to time delegate.
ARTICLE VI
OFFICERS' AND MANAGERS' SERVICES,

CONFLICTING INTERESTS AND INDEMNIFICATION
6.01 Services. No Manager and, unless otherwise determined by the Managers, no officer
of the Company shall be required to devote his time or any particular portion of his time or render
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services or any particular services exclusively to the Company. Subject to each and every Manager's
duty of loyalty and fiduciary duty to the Company, each and every Manager and, unless otherwise
determined by the Managers, each and every officer of the Company shall be entirely free to engage,
participate and invest in any and all such businesses, enterprises and activities, either similar or
dissimilar to the business, enterprises and activities of the Company, without breach of duty to the
Company or to its Members and without accountability or liability to the Company or to its Members
in any event or under any circumstances or conditions. Subject to each and every Manager's duty
of loyalty and fiduciary duty to the Company, each and every Manager and, unless otherwise
determined by the Managers, each and every officer of the Company shall, respectively, be entirely
free to act for, serve and represent any other company or companies, entity or entities, and any person
or persons, in any capacity or capacities, and be or become a director or officer, or both, of any other
company or companies, entity or entities, irrespective of whether or not the business, purposes,
enterprises and activities, or any of them, thereof be similar or dissimilar to the business, purposes,
enterprises and activities, or any of them, of the Company, without breach of duty to the Company
or to its Members and without accountability or liability of any character or description to the
Company or to its Members in any event or under any circumstances or conditions.
6.02 Managers' and Officers' Interests in Contracts. No contract or other transaction

between the Company and one or more of its Managers or officers, or between the Company and any
firm or partnership of which one or more of its Managers or officers are members or employees or
in which they are otherwise interested, or between the Company and any other company or
association or other entity in which one or more of the Managers or officers of the Company are
shareholders, members, managers, officers or employees or in which they are otherwise interested,
shall be void or voidable by reason of or as a result of such connection with or holding an office or
offices as a Manager or officer of the Company or such interest in or in connection with such other
firm, partnership, company, association or other entity, notwithstanding the presence of such
Manager or Managers, officer or officers, at the meeting of the Managers of the Company which acts
upon or in reference to any such contract or other transaction, and notwithstanding his or their
participation in such action, if (a) the fact of such interest shall be disclosed or known to the
Managers and the Managers shall authorize, approve or ratify such contract or other transaction by
a vote of a majority of the Managers present, such interested Manager or Managers to be counted
in determining whether a quorum is present, but not to be counted in calculating the majority
necessary to carry such vote, or if (b) the fact of such interest shall be disclosed or known to the
Members, and the Members either by written consent or by vote of holders of record of a majority
of all the outstanding Membership Interest entitled to vote, shall authorize, approve or ratify such
contract or other transaction; nor shall any Manager or officer be responsible to, or liable to account
to the Company for any profits realized by or from or through any such contract or other transaction
of the Company so authorized, ratified or approved, by reason of such interest or his being or having
been a Manager or officer, or both, of the Company. Nothing herein contained shall create
responsibility or liability in or in connection with any such event or events or prevent the
authorization, ratification or approval of such contracts or other transactions in any other manner
permitted by law or by statute. This Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common or statutory law applicable thereto.
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6.03 Non-Liability of Managers and Officers in Certain Cases. No Manager or officer or
member of the executive committee or any other committee shall be liable for his acts as such if he
is excused from liability under any present or future provision or provisions of the Business Code,
as applicable, or the Certificate; and, in addition, to the fullest extent now or hereafter permitted by
the Business Code, as applicable, each officer or Manager or member of any committee shall, in the
discharge of any duty imposed or power conferred upon him by the Company, be fully protected if,
in the exercise of ordinary care, he acted in good faith and in reliance upon the statements, valuations
or information referred to in the Business Code, as applicable, now or as hereafter amended.
6.04 Indemnification of Managers and Officers. The Company shall indemnify its
Managers, officers, employees and agents to the fullest extent permitted by the Business Code, as
applicable, now or as hereafter amended, or any other applicable laws as may from time to time be
in effect. In addition, the Company shall pay expenses incurred by such persons in defending a civil
or criminal action, suit or proceeding in advance of the final disposition of such action, suit or
proceeding, where the requirements imposed by the Business Code, as applicable, now or as
hereafter amended, are met. The Company's obligation to indemnify and to prepay expenses under
this Section shall arise, and all rights granted to the Managers, officers, employees or agents
hereunder, shall vest, at the time of the occurrence of the transaction or event to which such action,
suit or proceeding relates, or at the time that the action or conduct to which such action, suit or
proceeding is first threatened, commenced or completed. Notwithstanding any other provision of
this Company Agreement, or the Certificate, no action taken by the Company, either by amendment
of the Certificate or otherwise, shall diminish or adversely affect any rights to indemnification or
prepayment of expenses granted under this section which shall have become vested as aforesaid prior
to the date that such amendment or other action is taken. Further, if any provision of this Section
shall be held to be invalid or unenforceable, the validity and enforceability of the remaining
provisions shall not in any way be affected or impaired.
6.05 Insurance. The Managers shall have, in their discretion, the power to purchase and
maintain insurance or another arrangement on behalf of any person who is or was a Manager, officer,
employee or agent of the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Company would have the power to indemnify him against such
liability under the provisions of the Business Code, as applicable, the Certificate or this Company
Agreement. If the insurance or other arrangement is with a person or entity that is not regularly
engaged in the business of providing insurance coverage, the insurance or arrangement may provide
for payment of a liability with respect to which the Company would not have the power to indemnify
the person only if including coverage for the additional liability has been approved by the Members
of the Company. Without limiting the power of the Company to procure or maintain any kind of
insurance or other arrangement, the Managers may, for the benefit of persons indemnified by the
Company (a) create a trust fund, (b) establish any form of self-insurance, (c) secure the indemnity
obligation by grant of a security interest or other lien on the assets of the Company, or (d) establish
a letter of credit, guaranty or surety arrangement. The insurance or other arrangement may be
procured, maintained or established within the Company or with any insurer or other person deemed
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appropriate by the Managers regardless of whether all or part of the stock or other securities of the
insurer or other person are owned in whole or in part by the Company. In the absence of fraud, the
judgment of the Managers as to the terms and conditions of the insurance or other arrangement and
the identity of the insurer or other person participating in the arrangement shall be conclusive and
the insurance or arrangement shall not be voidable and shall not subject the Managers approving the
insurance or arrangement to liability, on any ground, regardless of whether Managers participating
in the approval are beneficiaries of the insurance or arrangement.
ARTICLE VII
CONTRIBUTIONS TO CAPITAL
7.01 Initial Contributions. Concurrently with the adoption of this Company Agreement,
each Member shall contribute cash to the capital of the Company in the amount of the Initial
Contribution of such Member as set forth in Schedule "1" which is attached hereto. Such cash
amount shall be the Initial Contribution of each such Member and, upon the payment of such Initial
Contribution each such Member shall receive such Member's Membership Interest as set forth in
Schedule "1".
7.02 Additional Contributions. Each Member shall additionally contribute cash to the
capital of the Company in the amount of the Additional Contributions, if any, set forth in Schedule
"1". The obligation of each Member to complete the payment of such Member's Additional
Contributions to the Company is a personal recourse obligation which is enforceable by the
Company against such Member and the successors and assigns of such Member in the manner
prescribed by the Business Code or as otherwise permitted by law, all of which remedies shall be
cumulative and not exclusive.
7.03 Optional Contributions. If, at any time, the revenues and other funds available to the
Company are not adequate to meet its obligations, then the Managers shall request the Members to
approve a Call for Optional Contributions (herein so called) in the amount of the funds required to
defray such deficiency. Upon the approval of such Call for Optional Contributions by a Majority
in Interest of all of the Members, then the Managers shall promptly request each Member in writing
to make an Optional Contribution to the Company in the amount of such Member's prorata share of
such Call for Optional Contributions, determined in accordance with the Members' respective
Membership Interest. Each such Optional Contribution shall be due and payable within 10 days after
the Managers give the Members such notice. The obligation of each Member to make an Optional
Contribution to the Company which is required and authorized in the manner herein prescribed shall
be a nonrecourse obligation which is enforceable only against the Membership Interest of the
Member failing to make such Optional Contribution by means of a forced sale of such Membership
Interest (the "Offered Interest") in consideration of the payment to the Company of an aggregate
amount equal to the defaulted Optional Contribution either (i) prorata (or as they may otherwise
agree) to the Members who have agreed to make their prorata portions of such Call for Optional
Contributions; or (ii) to the extent that any portion of such Offered Interest is not purchased by such
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other Members, then to one or more purchasers who are not then Members as may be designated by
the Managers.
7.04 Maintenance of Capital Accounts. A separate Capital Account shall be established

and maintained for each Member and shall be increased and decreased in accordance with the
following provisions:
(a) Each Member's Capital Account will be increased by (i) the amount of money
contributed by such Member to the Company; (ii) the fair market value of any property contributed
by such Member to the Company; (iii) the amount of any liabilities of the Company that are assumed
by the Member or that are secured by any property distributed by the Company to the Member; and
(iv) the amount of Profits allocated to such Member.
(b) Each Member's Capital Account will be decreased by (i) the amount of money
distributed to such Member by the Company; (ii) the fair market value of any property distributed
to such Member by the Company; (iii) the amount of any liabilities of such Member that are assumed
by the Company or that are secured by any property contributed by such Member to the Company;
and (iv) the amount of Losses allocated to such Member.
7.05 Company Loan. If any Member (the "Non-Advancing Member") fails to contribute
to the Company an Optional Contribution which he or it is obligated hereunder to contribute, then
any other Member (the "Advancing Member") may, at his or its election (without any obligation to
do so) advance to the Company an additional amount equal to the Non-Advancing Member's
proportionate part (or portion thereof) of the required funds which the Non-Advancing Member
failed to contribute. Thereupon, the Advancing Member may, at his or its option, elect to treat the
entire amount advanced by him or it (including both such Advancing Member's own Proportionate
share of the funds required plus the amount contributed by it to provide for the sum not contributed
by the Non-Advancing Member) as a loan from the Advancing Member to the Company ("Company
Loan"). Each such Company Loan shall bear the interest at the maximum rate permitted by law at
the applicable time and shall be payable on or before 30 days after the date of the making of such
Company Loan. Until full payment of such Company Loan and all interest thereon, all distributions
of Distributable Cash shall, notwithstanding any other provision thereof, be applied first upon the
accrued interest and then upon the principal of such Company Loan. If any Company Loan is not
paid in full upon its maturity, then at the election of the Advancing Member, the Membership
Interest of the Non-Advancing Member (including, without limitation, the credit balance, if any, in
the capital account of such Non-Advancing Member and all other rights of the Non-Advancing
Member under this Agreement) shall be transferred to the Advancing Member, and such transfer
shall be deemed to be full payment and discharge of the Company Loan made by the Advancing
Member. The Members recognize that each Member, in entering into this Agreement, is relying on
the undertaking of the other Member to make Additional Contributions, if needed; the damages
which might be incurred by a Member as a result of the failure of the other Member to fulfill his
obligation to make such Additional Contributions would be difficult to ascertain at the present time,
and the transfer of such Non-Advancing Company's Membership Interest and other rights, as
aforesaid, would constitute a reasonable estimate of the damages which would be likely to be
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incurred by the Advancing Member, in the event of such default by the Non-Advancing Member.
The foregoing provision shall in no way be construed to limit any rights or remedies either party may
have against the other.
7.06 Compliance with Code and Treasury Company Agreement. The Members intend that
the terms of this Company Agreement regarding the computation and maintenance of the Capital
Accounts of the Members shall comply in all respects with the provisions of Section 704(b) of the
Tax Code and Treasury Company Agreement Section 1.704-l(b)(2)(iv) and applicable provisions of
succeeding law or Company Agreement. The Company shall make such adjustments as may from
time to time be necessary in order to effectuate the intent of the Members with respect to such
compliance.
7.07 Effect of Transfers. In the event of a permitted sale or other disposition of a

Membership Interest in the Company, the Capital Account of the transferor shall become the Capital
Account of the transferee to the extent such Capital Account relates to the transferred portion of the
Membership Interest.
7.08 No Interest on Contributions. No Member shall be entitled to receive any interest on

such Member's Capital Contributions to the Company.
7.09 No Withdrawal of Contributions. No Member shall have the right to withdraw all
or any part of such Member's Capital Contribution or to receive any return on or of any part of such
Member's Capital Contribution, except as may otherwise be specified in this Company Agreement.
7.10 No Priority. Except as may be specifically provided in Article VIII below, no Member
shall have priority over any other Member, either as to the return of Capital Contributions or as to
Profits, Losses or distributions; provided, however, that this Section shall not apply to loans which
a Member has made to the Company with the approval of the Managers and a Majority in Interest
of all of the Members.
7.11 Negative Capital Accounts. No Member shall at any time have any liability to the
Company or the other Members for any negative balance in such Capital Accounts except to the
extent that such negative balance arose as the result of distributions in violation of this Company
Agreement or applicable law.
7.12 Limited Liability of Members. No Member shall be liable for the debts, obligations
or liabilities of the Company beyond such Member's Agreed Contributions to the Company. No
Member shall be required to make any Capital Contribution or loan to the Company beyond the
amount of such Member's Agreed Contribution.
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ARTICLE VIII
ALLOCATIONS AND DISTRIBUTIONS
8.01 Allocations of Profits and Losses. The Profits and Losses of the Company for each
Fiscal Year (or portion thereof) shall be allocated among the Members in proportion to their
respective Membership Interest in the Company. Any credit available for federal income tax
purposes shall be allocated among the Members in the same manner.
8.02 Interim Distributions. Interim distributions of Distributable Cash shall be made, not
less often than annually and at such other times as shall be determined by the Managers, by the
Company to the Members prorata in accordance with their respective Membership Interest.
8.03 Distributions on Withdrawal. A Member who has completed the payment of such
Member's Agreed Contribution to the Company and who thereafter withdraws from the Company,
and any other Member who withdraws from the Company with the consent of a Majority in Interest
of the remaining Members, shall receive an amount equal to the book value of such Member's
Membership Interest in the Company, determined as of the end of the Fiscal Year next preceding the
effective date of such withdrawal. Such amount shall be paid by the Company to such Member in
cash without interest within 1 year after the effective date of such withdrawal.
8.04 Distributions on Termination. Upon the dissolution and winding-up of the Company,
its assets shall be distributed in the manner prescribed in Section 11.04.
8.05 Limitation on Distributions. Any other provision hereof to the contrary

notwithstanding, no interim distribution, withdrawal distribution or termination distribution to any
Member shall be declared and paid unless, after the distribution is made, the fair market value of the
assets of the Company is in excess of all liabilities of the Company other than liabilities to the
Members on account of their Capital Contributions.
8.06 Distributions in Kind. Regardless of the form of a Member's Capital Contribution

to the Company, such Member shall not be entitled to demand or receive a distribution from the
Company in any form other than cash.
ARTICLE IX
ACCOUNTING AND TAX MATTERS
9.01 Books and Records. At the expense of the Company, the Managers shall maintain
full and complete books and records of the operations and expenditures of the Company at the
Principal Office of the Company. Such books and records shall include, without limitation, the
following:
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(a) A current list that states the name and mailing address of each Member and
the Membership Interest in the Company owned by each such Member;
(b) Copies of the federal, state and local information or income tax returns for
each of the Company's six most recent tax years;
(c) A copy of the Certificate and this Company Agreement, together with all
amendments or restatements thereof, executed copies of any powers of attorney and copies of any
document that creates, in the manner provided by the Certificate or this Company Agreement, if any,
classes or groups of Members;
(d) Unless contained in the Certificate or this Company Agreement, a written

statement of the following:
(1) The amount of the cash Capital Contribution and a description

and statement of the agreed value of any other Capital Contribution made by each
Member, and the amount of the cash Additional Contribution and a description and
statement of the agreed value of any other Additional Contribution that the Member
has agreed to make in the future;
(2) The times at which Additional Contributions are to be made or

events requiring Additional Contributions to be made;
(3) The events requiring the Company to be dissolved and its affairs
wound up; and
(4) The date on which each Member in the Company became a

Member; and
(e) Correct and complete books and records of account of the Company
maintained in accordance with its Method of Accounting.
9.02 Review of Books and Records. A Member or an assignee of a Membership Interest,

on written request stating the purpose, may examine and copy, in person or by the Member's or
assignee's representative, at any reasonable time, for any proper purpose, and at the Member's
expense, records required to be kept under this Article and other information regarding the business,
affairs and financial condition of the Company as is just and reasonable for the person to examine
and copy. On the written request by any Member or an assignee of a Membership Interest made to
the Company at its principal office, the Company shall provide to the requesting Member or assignee
without charge, true copies of: (i) the Certificate and Company Agreement and all amendments and
restatements; and (ii) any of the tax returns required to be kept pursuant to this Company Agreement.
9.03 Tax Returns. The Managers shall cause the timely preparation and filing of all tax
returns required to be filed by the Company pursuant to the Tax Code and all other tax returns
-19-
deemed necessary and required in each jurisdiction in which the Company does business. Copies of
such returns, or pertinent information therefrom, shall be furnished to the Members within 75 days
after the end of each Fiscal Year of the Company.
9.04 Tax Elections. All tax elections permitted to be made by the Company under federal,
state or local laws shall be made by the Managers with the consent of a Majority in Interest of all of
the Members.
9.05 Tax Matters Partner. To the full extent permitted by the Tax Code and/or other
applicable law, the Members hereby designate the Tax Matters Partner as the "Tax Matters Partner"
as that term is defined in Section 6231(a)(7) of the Tax Code. The Tax Matters Partner shall be
authorized to represent the Company and the Members in any administrative or judicial proceeding
involving the federal income tax liabilities of the Members resulting from the activities of the
Company. Costs and expenses incurred by the Tax Matters Partner in connection with any such
proceeding, including without limitation legal and accounting fees and expenses, shall be borne by
the Company.
ARTICLE X
TRANSFERS OF MEMBERSHIP INTEREST
10.01 Transfers in General. Except as expressly provided in the Certificate or this Company
Agreement, no Member shall have the right to sell, transfer or assign all or any portion of such
Member's Membership Interest in the Company, without the prior written consent of a Majority
Interest of the other Members.
10.02 Tax Restrictions on Transfers. Any other provision hereof to the contrary
notwithstanding, no Member shall sell, transfer or assign any portion of such Member's Membership
Interest without the prior written consent of all of the other Members if such sale, transfer or
assignment:
(a) Would, when added to the total of all other sales, transfers or assignments of
Membership Interest effected within the preceding 12 months, result in the Company being
considered to have terminated for federal income tax purposes within the meaning of Section 708
of the Tax Code; or
(b) Would otherwise cause the Company to lose its status as a partnership for federal
income tax purposes.
10.03 Securities Restrictions on Transfer. The Membership Interest have been acquired for
investment and have not been registered under the Securities Act of 1933, as amended (the "1933
Act"), or any state securities laws and may not be transferred in violation of the 1933 Act or any
applicable state securities law or any rule or regulation promulgated thereunder. Consequently, any
other provision hereof to the contrary notwithstanding, no Membership Interest may at any time be
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sold, pledged or otherwise transferred until and unless either (i) such Membership Interest has been
registered under the 1933 Act and all applicable state securities laws; or (ii) the Company has been
provided with an opinion of counsel satisfactory to the Company in all respects that such registration
is not required for such sale, pledge or other transfer. It is not anticipated that the Company will, and
the Company shall at no time be obligated to, register any of the Membership Interest under the 1933
Act or any state securities laws or maintain any information regarding the Company publicly
available for purposes of any provisions of 1933 Act or any state securities laws or any rule or
regulation promulgated thereunder.
10.04 Termination of Member's Membership. Upon the death, retirement, resignation,

expulsion, bankruptcy, legal incapacity or dissolution of a Member or the occurrence of any other
event (other than an assignment as herein provided) which terminates the continued membership in
the Company of a Member, the liquidator, personal representative, trustee, receiver or other
representative of the estate of such Member shall have all the rights of a Member for purposes of
settling or managing such estate and such power as the Member possessed to assign all or any part
of such Member's Membership Interest and to join with the assignee in satisfying conditions
precedent to such assignee's becoming a substituted Member. The death, retirement, resignation,
expulsion, bankruptcy, legal incapacity or dissolution of a Member or the occurrence of any other
event which terminates the continued membership in the Company of a Member shall dissolve the
Company except as otherwise provided in Section 11.01(c) hereof.
10.05 Assignment Procedures. Subject to the foregoing restrictions, all or part of a

Member's Membership Interest (the "Assigned Interest") may be transferred by such assigning
Member (the "Assignor") to the assignee (the "Assignee") named in a written instrument of
assignment (the "Assignment") in form and substance satisfactory to the Company and which
otherwise complies with the provisions of this Company Agreement. An Assignment shall be duly
executed and acknowledged by the Assignor and the Assignee (or their respective personal
representatives or authorized agents) and shall contain (i) an agreement by the Assignee to be bound
by all the terms of this Company Agreement and (ii) a representation by the Assignor and the
assignee that such transfer has been made in compliance with the 1933 Act and all applicable state
securities laws. The Assignment DELETE [] UNLESS REQUESTED[, together with original
certificate evidencing such Membership Interest properly endorsed or accompanied by proper
evidence of succession, Assignment, or authority to transfer,] shall be delivered to the Company and
shall be accompanied by such evidences of authority, such assurances of genuineness and
effectiveness, such consents, approvals or waivers of governmental or other authorities and such
other documentation as may reasonably be required by the Company. Such Assignment and other
documentation shall be accompanied by a payment to the Company of such amount as shall be
reasonably required as reimbursement by the Company for its costs and expenses paid or incurred
in connection with such Assignment. Any such Assignment shall be effective, as to the Company,
as of the later of (i) the effective date specified in such Assignment; or (ii) the date on which such
Assignment has been determined by the Company to conform to the requirements of this Company
Agreement and has been duly recorded in the books of the Company. [Upon compliance of all
requirements, the Company shall issue a new certificate or certificates to the person or persons
entitled thereto, cancel the old certificate, and record the transaction upon the books.]
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10.06 Effect of Assignment. No Assignment shall entitle the Assignee to become, or to
exercise the rights or powers of, a Member of the Company until and unless the requirements of this
Article have been satisfied. Whether or not an Assignee becomes a Member of the Company, the
Assignor shall not be released from the Assignor's liability to the Company with respect to the
Assigned Interest. Until and unless an Assignee becomes a Member in accordance with this Article,
the Assignor will continue to be a Member with respect to the Assigned Interest and will continue
to have the power to exercise any rights or powers of a Member with respect to such Assigned
Interest, except to the extent that such rights or powers are assigned; provided, however, that the
assignment of such rights or powers shall, except as otherwise expressly provided herein to the
contrary, be binding only as between the Assignor and the Assignee and the Company may continue
to rely on the exercise of such rights and powers by the Assignor as to the Assigned Interest until and
unless the Assignee becomes a Member in the manner herein prescribed with respect to the Assigned
Interest. Except as otherwise provided in the preceding sentence, an Assignor who has assigned all
of such Assignor's Membership Interest shall cease to be a Member of the Company.
10.07 Rights of Assignees. An Assignee who has not become a Member shall be entitled,
from and after the date of the Assignment, to receive distributions from the Company with respect
to the Assigned Interest from and, for any proper purpose, to require reasonable information on
account from the Company and to make reasonable inspections of the Company's books and records.
10.08 Admission of Assignees as Member. No Assignor shall have the right to substitute
an Assignee as a Member with respect to any Assigned Interest. Any such Assignee may be admitted
as a Member of the Company with respect to the Assigned Interest only with the prior written
consent of a Majority in Interest of the other Members, which consent may be granted or withheld
in the sole discretion of such other Members. The foregoing provisions to the contrary
notwithstanding, however, any Assignee who was a Member prior to and at the time of any
Assignment shall automatically be entitled to exercise the rights of a Member with respect to the
Assigned Interest without any further action on the part of the other Members.
10.09 Admission of New Members. Any person may become a Member by purchasing a
new Membership Interest from the Company on such terms and conditions as shall have been
approved by the Managers and a Majority in Interest of all of the other Members.
10.10 Withdrawal of Members. Any Member may withdraw or resign as a Member of the
Company by giving not less than 90 days' prior written notice of such withdrawal or resignation to
the Company; provided, however, that any Member who has not completed the payment of such
Member's Agreed Contribution to the Company may not withdraw or resign as a Member of the
Company without the prior written consent of a Majority in Interest of the other Members of the
Company, which consent may be granted or withheld in the sole discretion of such other Members.
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ARTICLE XI
DISSOLUTION AND TERMINATION
11.01 Causes of Dissolution. The Company shall be dissolved upon the earliest to occur of
the following events:
(a) The expiration of the Term, if any, of the Company;
(b) Upon the election to dissolve the Company by a Majority in Interest of all of
the Members;
(c) Upon the death, retirement, resignation, expulsion, bankruptcy, legal

incapacity or dissolution of any Member, or the occurrence of any other event which terminates the
membership in the Company of any Member, unless there is at least 1 remaining Member and the
business of the Company is continued by the consent of a Majority in Interest of the remaining
Members within 90 days after the occurrence of such event; or
(d) The entry of a final decree of judicial dissolution of the Company under
Business Code.
11.02 Effect of Dissolution. Upon the dissolution of the Company, the Company shall cease
to carry on its business, except insofar as may be necessary for the winding up thereof, and the assets
of the Company shall be liquidated as herein provided. Dissolution of the Company shall be effective
as of the day on which the event occurs which results in such dissolution, but the Company shall not
terminate until there has been a winding-up of the Company's business and affairs and the assets of
the Company have been liquidated and distributed as herein provided. Upon the dissolution of the
Company, the Company shall cause written notice of its intention to dissolve to be mailed to each
known creditor of and claimant against the Company in the manner required by the Business Code.
11.03 Winding Up Procedures. Upon the dissolution of the Company, the Company shall
proceed to collect its assets; convey and dispose of such of its properties as are not to be distributed
in kind to the Members; pay, satisfy and discharge its liabilities, or make adequate provision for
payment and discharge thereof; and do all other acts required to liquidate its business and affairs. The
Managers may cause any part or all of the assets of the Company to be sold in such manner as the
Managers shall determine in an effort to obtain the best prices for such assets; provided, however,
that the Managers shall be authorized to distribute assets of the Company in kind to the Members
to the extent the Managers determine that such action would be in the best interest of the Members.
11.04 Distribution of Assets Upon Dissolution. In settling the accounts of the Company
after its dissolution, the assets of the Company shall be applied and distributed in the following order
of priority:
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(a) First, to the extent otherwise permitted by law, and in accordance with the
priorities, if any, established by applicable law, to creditors in satisfaction of liabilities of the
Company, including liabilities of the Company to Members who are creditors (other than for
distributions and Capital Contributions), whether by payment or establishment of reserves; provided,
however, that if the property and assets of the Company are not sufficient to satisfy or discharge all
of the Company's liabilities and obligations, the Company shall apply its property and assets so far
as they will go to the just and equitable payment of its liabilities and obligations;
(b) Second, to the Members, amounts due and unpaid with respect to distributions
to which such Members have previously become entitled.
(c) Third, an amount equal to the then remaining positive balances, if any, in the
Capital Accounts of the Members shall be distributed to the Members in proportion to the amounts
of such positive balances; and
(d) Fourth, any remaining amount shall be distributed to and among the Members
prorata in accordance with their respective Membership Interest.
11.05 Distributions in Kind. If any assets of the Company are distributed in kind, such
assets shall be distributed to the Members entitled thereto as tenants in common in the same
proportions as the Members would have been entitled to cash distributions if such property had been
sold for cash and the net proceeds thereof distributed to the Member. In the event that distributions
in kind are made to the Members upon dissolution and liquidation of the Company, the Capital
Account balances of such Members shall be adjusted to reflect the Members' allocable share of gain
or loss which would have resulted if the distributed property had been sold at its fair market value.
11.06 Articles of Dissolution. When all liabilities and obligations of the Company have
been paid or discharged, or adequate provision has been made therefor, or in case its property and
assets are not sufficient to satisfy and discharge all the Company's liabilities and obligations, then
when all the property and assets of the Company have been applied so far as they will go to the just
and equitable payment of the Company's liabilities and obligations, and all of the remaining property
and assets of the Company have been distributed to its Members according to their respective rights
and interests, then Articles of Dissolution shall be executed on behalf of the Company by the
Managers or an authorized Member and shall be filed with the Secretary of State of the State of
Texas, and the Managers and the Members shall execute, acknowledge and file any and all other
instruments necessary or appropriate to reflect the dissolution and termination of the Company.
-24-
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.01 Notices. Any notice, demand, or communication required or permitted to be given

by any provision of this Company Agreement shall be made in writing, sent by (personal delivery,
or (b) expedited delivery service with proof of delivery, or (c) United States mail, postage prepaid,
registered or certified mail, return receipt requested, or (d) facsimile (provided that such facsimile
is confirmed by expedited delivery service or by mail in the manner previously described), addressed
to the addressee at such party's address set forth herein, or to such other address as such party may
specify by written notice, sent in accordance with this paragraph at least 30 days prior to the date of
the giving of such notice. Any such notice or communication shall be deemed to have been given
and received either at the time of personal delivery, or in the case of mail, as of the date 3 days after
deposit in an official depository of the United States mail, or in the case of either delivery service,
or facsimile, upon receipt. To the extent actual receipt is required, rejection, or other refusal to
accept or the inability to deliver because of changed address of which no notice was received shall
be deemed to be receipt of the notice, demand, request or other communication sent.
13.02 Governing Law. This Company Agreement and the construction, interpretation and
application thereof, shall be governed exclusively by the Business Code and other applicable laws
of the State of Texas.
13.03 No Partition Action. No Member (or former Member) shall have any right to
maintain any action for partition with respect to the property of the Company or with respect to any
assets distributed to the Members in kind as tenants in common upon the dissolution of the
Company.
13.04 Captions and Headings. The captions and headings used in this Company Agreement
are for convenience of reference only and shall not be taken into account in construing the meaning
and/or intent of this Company Agreement.
13.05 Certificate of Amendment. The Certificate may be amended, supplemented or

restated only by written consent of a Majority in Interest of all of the Members. Upon obtaining the
approval of any such amendment, supplement or restatement as to the Certificate, the Managers shall
cause Certificate of Amendment to be prepared, executed and filed in accordance with the Business
Code.
13.06 Amendment of Company Agreement. Except as herein otherwise expressly provided,

this Company Agreement may be amended, supplemented or restated only by written consent of a
Majority in Interest of all of the Members.
13.07 Entire Agreement; Supersedure. This Company Agreement constitutes the entire
agreement of the Members relating to the Company and supersedes all prior contracts or agreements
with respect to the Company, whether oral or written.
-25-
13.08 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any
breach or default by any Member, Manager or Officer in the performance by that Member, Manager
or Officer of its obligations with respect to the Company is not a consent or waiver to or of any other
breach or default in the performance by that Member, Manager or Officer of the same or any other
obligations of that Member, Manager or Officer with respect to the Company. Failure on the part
of a Member, Manager of officer to complain of any act of any Member, Manager or Officer or to
declare any Member, Manager or Officer in default with respect to the Company, irrespective of how
long that failure continues, does not constitute a waiver by that Member, Manager or Officer of its
rights with respect to that default until the applicable statute-of-limitations period has run.
13.09 Binding Effect. Subject to the restrictions on transfer set forth in this Company
Agreement, this Company Agreement are binding on and shall inure to the benefit of the Members
and their respective heirs, legal representatives, successors, and assigns.
13.10 Further Assurances. In connection with this Company Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any additional documents
and instruments and perform any additional acts that may be necessary or appropriate to effectuate
and perform the provisions of this Company Agreement and those transactions.
13.11 Indemnification. To the fullest extent permitted by law, each Member shall
indemnify the Company, each Manager and each other Member and hold harmless from and against
all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and
attorney's fees) they may incur on account of any breach by that Member of this Company
Agreement.
13.12 Notice to Members of Provisions of this Agreement. By executing this Company

Agreement, each Member acknowledges that it has actual notice of (a) all of the provisions of this
Agreement, including, without limitation, the restrictions on the transfer of Membership Interest set
forth in Article X, and (b) all of the provisions of the Certificate. Each Member hereby agrees that
this Company Agreement constitutes adequate notice of all such provisions, including, without
limitation, any notice requirement under Article 2.19(D) of the Texas Business and Consumer Act
and Chapter 8 of the Texas Uniform Commercial Code, and each Member hereby waives any
requirement that any further notice thereunder be given.
13.13 Counterparts. This Company Agreement may be executed in any number of

counterparts with the same effect as if all signing parties had signed the same document. All
counterparts shall be construed together and constitute the same instrument.
-26-
IN WITNESS WHEREOF, following adoption of this Company Agreement by the Managers,
the Members have executed this Company Agreement as of the date first set forth above.
MANAGER:
JAMES GILBERT, Manager
MEMBERS SIGNATURE PAGES TO FOLLOW
-27-
MEMBER SIGNATURE PAGE TO THE COMPANY AGREEMENT OF
IN WITNESS WHEREOF, the Member identified below has executed this Signature Page
to the Company Agreement of SENGER CREEK DEVELOPMENT, LLC, a Texas limited
liability company (the "Company"), and hereby agrees to be bound by all of its terms, provisions,
representations, and warranties.
NAME: ROBERT B. FERGUSON, JR.
ADDRESS:
TELEPHONE NUMBER:
MEMBERSHIP INTEREST: 50%
SIGNATURE:
ROBERT B. FERGUSON, JR.
SPOUSAL CONSENT
The undersigned spouse of the above-named individual member of the Company has read,
understands and agrees with the terms of the Company Agreement. The undersigned is aware that,
by its provisions, his/her spouse agrees to sell his/her spouse's interest in the Company as designated
more fully in the Company Agreement, including such spouse's community property or other
interests therein, upon such spouse's bankruptcy or default under the Company Agreement, and has
otherwise restricted the transfer of such spouse's community property or other interest therein during
his/her lifetime. The undersigned hereby consents to each and every such sale and restriction, and
approves all of the provisions of the Company Agreement. The undersigned further hereby
designates and appoints his/her spouse as the undersigned's lawful agent and attorney-in-fact, which
appointment is coupled with an interest and is hereby made irrevocable, for purposes of making all
decisions, negotiating, executing, and delivering all instruments and documents, and taking whatever
actions as such spouse, in such spouse's discretion, deems necessary or desirable in connection with
the business or affairs of the Company (however, without the right to modify or amend this Spousal
Consent without the undersigned's prior approval).
SPOUSE SIGNATURE:
Print Name:
-28-
NAME: CLAY MOORE
ADDRESS:
TELEPHONE NUMBER:
MEMBERSHIP INTEREST: 16-2/3%
SIGNATURE:
CLAY MOORE
SPOUSAL CONSENT
SPOUSE SIGNATURE:
Print Name:
-29-
NAME: TRENTON TORREGROSSA
ADDRESS:
TELEPHONE NUMBER:
SIGNATURE:
TRENTON TORREGROSSA
SPOUSAL CONSENT
SPOUSE SIGNATURE:
Print Name:
-30-
NAME: JAMES GILBERT
ADDRESS:
TELEPHONE NUMBER:
SIGNATURE:
JAMES GILBERT
SPOUSAL CONSENT
SPOUSE SIGNATURE:
Print Name:
-31-
SCHEDULE "1"
NAMES, AGREED CONTRIBUTIONS AND

MEMBERSHIP INTEREST OF MEMBERS
Agreed Membership
Names Contribution Interest
Robert B. Ferguson $500.00 50%
Clay Moore $162.33 16-2/3%
Trenton Torregrossa $162.33 16-2/3%
James Gilbert $162.33 16-2/3%
-32-

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COMPANY AGREEMENT

SENGER CREEK DEVELOPMENT, LLC

October ____, 2006 ____________, 2007

THE MEMBERSHIP INTERESTS DESCRIBED HEREIN HAVE NOT BEEN

(a) "Additional Contribution" means the portion of the Agreed Contribution of

(g) "Capital Contribution" means any Initial Contribution, Additional

(l) "Majority" means, with respect to any referenced group of Managers, a

(m) "Majority in Interest" means, with respect to any referenced group of

(p) "Member" means each person designated as a Member of the Company on

(r) "Membership Interest" means the percentage of ownership interest of a

(s) "Method of Accounting" shall mean a cash basis method of accounting.

(t) "Optional Contribution" means a Capital Contribution by a Member which

(y) "Company Agreement" means this Company Agreement of the Company as

(z) "Subscription Agreement" means the Subscription Agreement, if any,

(bb) "Tax Matters Partner" means the Manager.

3.13 Meetings by Conference Telephone. Subject to the provisions of this Company

RIGHTS AND DUTIES OF MANAGERS

(a) The sale, mortgaging, or encumbering of any asset of the Company;

4.18 Meetings by Conference Telephone. Subject to the provisions of this Company

5.09 Treasurer. The Treasurer shall:

OFFICERS' AND MANAGERS' SERVICES,

6.02 Managers' and Officers' Interests in Contracts. No contract or other transaction

7.04 Maintenance of Capital Accounts. A separate Capital Account shall be established

7.07 Effect of Transfers. In the event of a permitted sale or other disposition of a

7.08 No Interest on Contributions. No Member shall be entitled to receive any interest on

ALLOCATIONS AND DISTRIBUTIONS

8.05 Limitation on Distributions. Any other provision hereof to the contrary

8.06 Distributions in Kind. Regardless of the form of a Member's Capital Contribution

ACCOUNTING AND TAX MATTERS

(d) Unless contained in the Certificate or this Company Agreement, a written

(1) The amount of the cash Capital Contribution and a description

(2) The times at which Additional Contributions are to be made or

(4) The date on which each Member in the Company became a

9.02 Review of Books and Records. A Member or an assignee of a Membership Interest,

TRANSFERS OF MEMBERSHIP INTEREST

10.04 Termination of Member's Membership. Upon the death, retirement, resignation,

10.05 Assignment Procedures. Subject to the foregoing restrictions, all or part of a

DISSOLUTION AND TERMINATION

(a) The expiration of the Term, if any, of the Company;

(c) Upon the death, retirement, resignation, expulsion, bankruptcy, legal

13.01 Notices. Any notice, demand, or communication required or permitted to be given

13.05 Certificate of Amendment. The Certificate may be amended, supplemented or

13.06 Amendment of Company Agreement. Except as herein otherwise expressly provided,

13.12 Notice to Members of Provisions of this Agreement. By executing this Company

13.13 Counterparts. This Company Agreement may be executed in any number of

JAMES GILBERT, Manager

MEMBERS SIGNATURE PAGES TO FOLLOW

NAME: ROBERT B. FERGUSON, JR.

MEMBERSHIP INTEREST: 50%

NAME: CLAY MOORE

MEMBERSHIP INTEREST: 16-2/3%

NAME: TRENTON TORREGROSSA

MEMBERSHIP INTEREST: 16-2/3%

NAME: JAMES GILBERT

MEMBERSHIP INTEREST: 16-2/3%

NAMES, AGREED CONTRIBUTIONS AND

Robert B. Ferguson $500.00 50%

Clay Moore $162.33 16-2/3%

October , 2006 ________, 2007