Amended LLC Operating Agreement

AMENDED LLC OPERATING AGREEMENT

This Amended Limited Liability Company Operating Agreement (the "Agreement") is entered into as of by and between Company Name: , a limited liability company organized under the laws of ("Company"), and Member Name: ("Member").

RECITALS

WHEREAS, the Company was formed pursuant to a certain Operating Agreement originally dated (the "Original Agreement"); and

WHEREAS, the Member (or Members) and the Company desire to amend and restate certain provisions of the Original Agreement to reflect changes in capital contributions, management, allocation of profits and losses, and other matters as set forth herein; and

WHEREAS, the parties deem it advisable and in the best interests of the Company that the Original Agreement be amended as set forth in this Agreement.

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

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Original Agreement. For purposes of clarity, "Adjusted Capital Account", "Percentage Interest", "Profits", "Losses", "Tax Matters Member" and "Covered Tax Items" shall be interpreted consistent with the Internal Revenue Code and applicable Treasury Regulations as used in limited liability company operating agreements.

2. AMENDMENT TO THE OPERATING AGREEMENT

2.1 Amendment. The Original Agreement is hereby amended as set forth in this Agreement. Except as expressly amended herein, the Original Agreement remains in full force and effect. The provisions of this Agreement shall supersede any conflicting provisions of the Original Agreement.

2.2 Specific Amendments. The following sections of the Original Agreement are hereby amended and restated in their entirety or supplemented as follows:

3. EFFECTIVE DATE OF AMENDMENT

3.1 Effective Date. The amendments set forth in this Agreement shall be effective as of the date first set forth above, unless a different effective date is set forth below:

4. CAPITAL CONTRIBUTIONS; ALLOCATIONS

4.1 Additional Contributions. Member hereby agrees to make the additional capital contribution described below in the amount and on the terms specified. The acceptance of any additional capital contribution shall not entitle the contributing Member to any special rights or preferences unless expressly set forth herein.

4.2 Allocations. Except as otherwise provided in this Agreement, Profits and Losses and items of income, gain, loss, deduction and credit shall be allocated among the Members in accordance with their Percentage Interests as set forth in the Original Agreement as amended hereby.

5. MANAGEMENT AND VOTING

5.1 Management. The Company shall continue to be managed by . The authority, duties and limitations of the manager(s) and/or managing members shall be as set forth in the Original Agreement as amended hereby, including authority to enter into contracts, borrow funds, and manage day-to-day operations.

5.2 Voting. Except as otherwise expressly provided herein, decisions requiring Member approval shall be made by Members holding a majority of the Percentage Interests. Any action required or permitted by this Agreement to be taken by Members may be taken without a meeting if a written consent setting forth the action is signed by Members holding the necessary Percentage Interests.

6. TRANSFERS; RIGHT OF FIRST REFUSAL

6.1 Transfers. No Member may assign, pledge, encumber or transfer all or any part of its Percentage Interest except in accordance with the transfer restrictions and consent requirements set forth in the Original Agreement as amended by this Agreement.

6.2 Right of First Refusal. Prior to any permitted transfer, the transferring Member must comply with any right of first refusal procedures described in the Original Agreement or as amended herein. The Company and the non-transferring Members shall have the opportunity to acquire the transferring Member's interest on the same terms and conditions.

7. DISSOLUTION AND WINDING UP

7.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any event specified in the Original Agreement or by operation of law. Upon dissolution the Company shall be wound up in accordance with the procedures set forth in the Original Agreement, payment of liabilities shall be prioritized, and remaining assets shall be distributed to Members in accordance with their respective Capital Accounts after giving effect to all allocations and adjustments required by law.

8. INDEMNIFICATION

8.1 Indemnification. The Company shall indemnify and hold harmless each Member, Manager and officer to the fullest extent permitted by law against all expenses, liabilities and losses (including attorneys' fees) incurred in connection with any claim, action, suit or proceeding, provided such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.

9. BOOKS, RECORDS AND TAX REPORTING

9.1 Records. The Company shall keep complete and accurate books and records of its operations and shall maintain at its principal office records required by applicable law, including a list of Members and their addresses, copies of the Tax Returns and financial statements required by the Original Agreement.

10. NOTICES

10.1 Delivery. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party designates by notice to the other parties in accordance with this Section. Notices shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

11.1 Amendments. Except as expressly provided in this Agreement, any amendment hereto shall be in writing and executed by the Company and Members holding the Percentage Interests required by the Original Agreement for amendments. No oral amendment shall be effective.

11.2 Waiver. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver thereof. A waiver shall be binding only if executed in writing by the party granting the waiver.

12. GOVERNING LAW; VENUE

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

12.2 Venue. The parties agree that exclusive venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in the county where the principal office of the Company is located, and the parties hereby submit to the personal jurisdiction of such courts.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with the Original Agreement as amended hereby and any exhibits or schedules attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to such subject matter.

13.2 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the parties' original intent.

14. COUNTERPARTS; EXECUTION

14.1 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as original signatures for all purposes.

15. REPRESENTATIONS AND WARRANTIES

15.1 Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Amended LLC Operating Agreement as of the date first written above.

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