AMENDED AND RESTATED OPERATING AGREEMENT
OF
PACIFIC PARTNERS, LLC
<PAGE>
AMENDED AND RESTATED OPERATING AGREEMENT
OF
PACIFIC PARTNERS, LLC
A Delaware Limited Liability Company
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") is made
and entered into as of the 9th day of June, 2000, pursuant to the Delaware
Limited Liability Company Act, Title 6, ss.ss.18-101, et. seq., as amended (the
"Act"), by and among Levine Investments Limited Partnership, an Arizona limited
partnership; Arturo R. Moreno, a resident of the State of Arizona; GRW Holding,
LLC, an Arizona limited liability company; and Contadino Family Trust, a
revocable trust (individually, the "Member" and collectively, the "Members") and
Williams S. Levine (the "Manager").
ARTICLE 1
FORMATION OF COMPANY
Section 1.1 Formation and Term. The Company was formed as a Delaware
limited liability company on June 9, 2000. The term of the Company shall
continue until the Company is dissolved and its affairs wound up in accordance
with the provisions of this Agreement. The Company and the Members hereby
forever discharge the organizer, and the organizer shall be indemnified by the
Company and the Members from and against, any expense or liability incurred by
the organizer by reason of having been the organizer of the Company.
Section 1.2 Name. The name of the Company is Pacific Partners, LLC.
Section 1.3 Place of Business. The Company may locate its places of
business at any place or places as the Manager may deem advisable.
Section 1.4 Registered Office and Registered Agent. The Company's initial
registered office shall be at 1013 Centre Road, Wilmington, Delaware 19805, New
Castle County. Corporation Service Company shall serve as the initial registered
agent of the Company. The registered office and registered agent may be changed
from time to time pursuant to the terms of the Act.
Section 1.5 Members. The Members of the Company shall be Levine Investments
Limited Partnership, Arturo R. Moreno, GRW Holding, LLC, and Contadino Family
Trust.
Section 1.6 Manager. The Manager of the Company shall be William S. Levine.
<PAGE>
ARTICLE 2
BUSINESS OF COMPANY
The primary purpose of the Company is to invest in and acquire shares of
stock of companies that the Company believes are undervalued and present
significant opportunities of realization of values as initial investments for
the Company. The initial investment by the Company and all subsequent purchases
and sales of the shares of a company are collectively referred to as an
"Acquisition". The Company shall have the power to engage in all activities and
transactions necessary or desirable to accomplish the foregoing purposes and to
do any other act or thing incidental or ancillary thereto.
ARTICLE 3
MANAGER
Section 3.1 Management. The business and affairs of the Company shall be
managed by its Manager. The Manager shall have full and complete authority,
power and discretion to manage and control the business, affairs and properties
of the Company, to make all decisions regarding those matters and to perform any
and all other acts and activities customary or incident to the management of the
Company's business.
Section 3.2 Manager Rights and Powers. The Manager shall have the rights
and powers in the name and on behalf of the Company to carry out each and every
power granted to the Company including, without limitation, the following:
(a) hiring employees, appointing officers and engaging accountants,
consultants, financial advisors and all other professionals (including legal
counsel) providing services to the Company;
(b) opening, maintaining and closing accounts with brokers and giving
instructions or directions in connection therewith;
(c) opening, maintaining and closing bank accounts and drawing checks or
other orders for the payment of money;
(d) receiving, disposing of and otherwise dealing in all securities,
checks, money and other assets or liabilities of the Company;
(e) maintaining one or more offices in any state and in connection
therewith renting or acquiring office space and doing such other acts as may be
advisable in connection with the maintenance of such offices; and
(f) performing all other acts, doing all other things, and entering into
all other agreements, undertakings and arrangements which the Manager reasonably
determines are necessary or appropriate for the conduct of the business of the
Company.
Section 3.3 Liability for Certain Acts. No Manager shall be liable to the
Company or to any Member for any loss or damage sustained by the Company or any
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Member (or successor thereto), except to the extent, if any, that the loss or
damage shall have been the result of gross negligence, fraud, deceit, willful
misconduct, or breach of this Agreement.
Section 3.4 Manager and Members Have No Exclusive Duty to Company. The
Manager shall have no exclusive duty to act on behalf of the Company. The
Manager may have other business interests and may engage in other activities in
addition to those relating to the Company. Neither the Company nor any Manager
shall have any right, by virtue of this Agreement, to share or participate in
any other investments or activities of any other Manager or Member. Neither the
Manager nor the Members shall incur any liability to the Company or to any other
Member as a result of engaging in any other business or venture. Notwithstanding
the foregoing, the rights of the Manager and the Members set forth in this
Section 3.4 are subject in all respects to the provisions of Section 5.4 hereof.
Section 3.5 Resignation. The Manager may resign at any time by giving
written notice to the Members. The resignation of the Manager shall take effect
upon receipt of notice thereof or at such later time as shall be specified in
such notice; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.6 Amendments by the Members. The Members, upon unanimous consent,
may amend this Agreement as the Members deem appropriate.
ARTICLE 4
INDEMNITY OF THE MANAGER AND MEMBERS
To the fullest extent permitted by the Act, the Company shall indemnify the
Manager and Members and make advances for expenses to the Manager and Members
arising from any loss, cost, expense, damage, claim or demand, in connection
with the Company, the Manager's or the Member's status as a Manager or Member of
the Company, the Manager's or the Member's participation in the management,
business and affairs of the Company or such Manager's or Member's activities on
behalf of the Company, provided that such Manager's or Member's actions were
taken in good faith and in a manner the Manager or Member reasonably believed to
be in or not opposed to the best interests of the Company and were not otherwise
in violation of any provision of the Agreement.
ARTICLE 5
RIGHTS AND OBLIGATIONS OF MEMBERS
Section 5.1 No Liability for Company Obligations. Except as otherwise
provided by the non-waivable provisions of the Act and by this Agreement, no
Member shall have any personal liability for any debts or losses of the Company
solely by reason of being or acting as a Member.
Section 5.2 Approval of Members. Except as otherwise expressly provided in
this Agreement, the Members shall have no voting or approval rights, and all
actions may be taken by the Manager in accordance with this Agreement without
any further consent or approval of the Members.
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Section 5.3 Manner of Acting. Except as otherwise specified herein, all
matters requiring the consent, approval or decision of the Members under this
Agreement or the Act shall be decided by the unanimous vote of the Members.
Section 5.4 Participation in Acquisition. None of the Members or their
affiliates, either directly or indirectly, shall participate in an Acquisition
except through the efforts of the Company without the consent of all the other
Members, provided, however, that no Member shall unreasonably withhold its
consent.
Section 5.5 Action by Members Without a Meeting. Unless otherwise required
in this Agreement, actions and consents of the Members may be communicated or
reflected orally, electronically or in writing, and no action need be taken at a
formal meeting. The Members may, but are not required to, meet from time to time
on such notice, if any, as the Member convening the meeting chooses to give. Any
consent required to be in writing may be evidenced by separate written
counterparts. Any action of the Members shall be effective when a sufficient
number of Members to take such action communicate their consent to the action to
the Manager.
ARTICLE 6
CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
Section 6.1 Members' Capital Contributions and Issuance of Units. Each
Member shall contribute to the Company the amount set forth below ("Capital
Contribution"). Each Member shall be entitled to the number of units ("Units")
and shall be attributed the ownership interests set forth below.
<TABLE>
Members Capital Contribution Units Ownership Interest (%)
------- -------------------- ----- ----------------------
<S> <C> <C>
Levine Investments Limited
Partnership $5,500,000 42,310 42.31%
Arturo R. Moreno $5,500,000 42,310 42.31%
GRW Holding, LLC $1,000,000 7,690 7.69%
Contadino Family Trust $1,000,000 7,690 7.69%
---------- ----- -----
Total $13,000,000 100,000 100%
=========== ======= ====
</TABLE>
Section 6.2 Additional Contributions. Except as set forth in Section 6.1,
no Member shall be required to make any Capital Contributions except (i) to fund
Acquisition Expenses or (ii) pursuant to the unanimous vote of the Members. If
the Members determine that an additional Capital Contribution is necessary, the
Members shall fix the amount of such Capital Contributions and the number of
Units to be issued in connection therewith. Except with respect to the required
Capital Contributions, each Member shall have the opportunity (but not the
obligation) to participate in the purchase of such additional Units on a pro
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rata basis. "Acquisition Expenses" shall mean fees and expenses of financial
advisors, accountants, legal counsel and other professionals providing services
to the Company in connection with an Acquisition, as well as any other fees and
expenses payable in connection with obtaining financing for an Acquisition.
Section 6.3 Certificates. All Units may, but shall not be required to, be
represented by certificates. Each certificate issued hereunder shall be in the
form approved by the Manager and must be signed by not less than one Manager. In
addition to any other information, restriction or legend, all certificates must
include the name of the person or entity to whom the Units are issued and the
number of Units the certificate represents. No certificate when issued shall
cease to be valid by reason of any changes in the information required or
permitted to be stated on the certificate and, in the event of a change in the
capital structure of the Company, it shall not be necessary to recall any
previously-issued certificate for revision of the information placed thereon.
Section 6.4 Loans to Company. Any Member may make one or more loans to the
Company on such reasonable terms and conditions as may be approved by the
Members.
Section 6.5 Additional Members. With the unanimous consent of the Members,
from time to time, the Company may admit additional Members, and issue to such
Members Units, on such terms and conditions as the Manager deems appropriate.
Each additional Member admitted to the Company must agree to be bound by the
terms and conditions of this Agreement.
Section 6.6 Maintenance of Capital Accounts. A capital account ("Capital
Account") shall be established for each Member and maintained in accordance with
the provisions of this Agreement and Treas. Reg. Section 1.704-1(b) under the
Internal Revenue Code of 1986, as amended (the "Code") or, if such regulations
are amended, replaced, or superseded, in accordance with any applicable
successor rules or regulations. Each Member's Capital Account shall be increased
by: (i) the amount of money and the asset value of property contributed to the
Company by each Member; (ii) allocations to the Member of net profit and items
in the nature of income or gain which are specially allocated pursuant to
Section 8.1 hereof; and (iii) the amount of any Company liabilities assumed by
such Member or which are secured by any Company property distributed to such
Member. Each Member's Capital Account shall be decreased by: (i) the amount of
money distributed to the Member by the Company; (ii) the asset value of Company
property distributed to the Member; (iii) allocations of net loss and items in
the nature of expenses or losses which are specially allocated pursuant to
Section 8.1 hereof; and (iv) the amount of any liabilities of such Member
assumed by the Company or which are secured by any property contributed by such
Member to the Company. The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Treas. Reg. Section 1.704-1(b), and shall be interpreted and applied in a
manner consistent with such regulations.
Section 6.7 Revaluation to Adjust Capital Accounts. The value of Company
property may be adjusted upon consent of the Manager in accordance with the
provisions of Treas. Reg. Section 1.704-1(b)(2)(iv)(F) or under such other
circumstance as such Manager shall determine to prevent unintended economic
consequences. The value of all assets of the Company shall be determined in good
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faith by such Manager or, at the discretion of such Manager, by an independent
third-party appraiser selected by such Manager. Any such valuation by such
Manager or the appraiser shall be based on all relevant factors.
ARTICLE 7
DISTRIBUTIONS TO MEMBERS
Section 7.1 Distributions. Except as otherwise provided in Section 13.1,
distributable cash and other assets shall be distributed to the Members only
upon liquidation of the Company in proportion to the Members' positive balances
in their respective Capital Accounts.
Section 7.2 Interest On and Return of Capital Contributions. No Member
shall be entitled to interest on such Member's Capital Contribution or to a
return of the Member's Capital Contribution, except as otherwise specifically
provided for herein.
ARTICLE 8
ALLOCATIONS OF NET PROFITS AND NET LOSSES
Section 8.1 Net Profits and Net Losses. After giving effect to any
allocations required by Section 8.2, net profits and net losses shall be
allocated for each calendar year or allocation period to the Members in
proportion to their respective ownership interests.
Section 8.2 Tax Regulatory and Curative Allocations. Notwithstanding the
foregoing, it is the intention of the Company that the allocations under this
Agreement comply with the provisions of Code Sections 704(b), 704(c) and the
Treasury Regulations promulgated from time to time thereunder so that the
allocations made hereunder will comply with the Code.
Section 8.3 Allocations in Respect of Transferred Interests. If any
Member's interest in the Company is sold, assigned, or transferred during any
accounting period, net profit and net loss, and each item thereof, and all other
items attributable to the transferred interest for such period shall be divided
and allocated between the transferor and transferee by taking into account their
varying interests during the period in accordance with Code Section 706(d),
using any conventions permitted by law and selected by the Manager. Solely for
purposes of making such allocations, the Company shall recognize such transfer
not later than the end of the calendar month during which it is given notice of
such transfer, provided that if the Company does not receive a notice stating
the date such Company interest was transferred and such other information as the
Manager may reasonably require within 30 days after the end of the accounting
period during which the transfer occurs, then all of such items shall be
allocated to the person who, according to the books and records of the Company,
on the last day of the accounting period during which the transfer occurs, was
the owner of the interest of the Company. Neither the Company nor any Member
shall incur any liability for making allocations and distributions in accordance
with the provisions of this Section 8.3 whether or not any Member or the Company
has knowledge of any transfer of ownership of any interest.
Section 8.4 Determination by Manager. All matters concerning the
computation of Capital Accounts, the allocation of items of Company income,
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gain, loss, deduction and expense for all purposes of this Agreement and the
adoption of any accounting procedures not expressly provided for by the terms of
this Agreement shall be determined by the Manager.
ARTICLE 9
TAXES
Section 9.1 Tax Elections. The Manager upon unanimous consent may make any
tax elections for the Company allowed under the Code or the tax laws of any
state or other jurisdiction having taxing jurisdiction over the Company;
provided, however, that the Manager shall not make any election to have the
Company treated as an association taxable as a corporation.
Section 9.2 Taxes of Taxing Jurisdictions. To the extent that the laws of
any taxing jurisdiction requires, each Member (or such Members as may be
required by the taxing jurisdiction) will submit an agreement indicating that
the Member will make timely income tax payments to the taxing jurisdiction and
that such Member accepts personal jurisdiction of the taxing jurisdiction with
regard to the collection of income taxes attributable to the Member's income,
and penalties and interest assessed on such income. If the Member fails to
provide such agreement, the Company may withhold and pay over to such taxing
jurisdiction the amount of tax, penalty, and interest determined under the laws
of the taxing jurisdiction with respect to such income. Any such payments with
respect to the income of a Member shall be treated as a distribution for
purposes of Section 7.1.
Section 9.3 Tax Matters Partner. If required by the Code or the
regulations, William S. Levine shall be designated by the Members as the "Tax
Matters Partner" of the Company pursuant to Code Section 6231(a)(7). The person
designated as Tax Matters Partner shall take such action as may be necessary to
cause each Member to become a "Notice Partner" within the meaning of Code
Section 6223. The person who is designated the Tax Matters Partner will be
entitled to reimbursement from the Company for all reasonable costs and expenses
incurred by it in complying with and carrying out its responsibilities.
Section 9.4 Tax Returns. The Manager shall cause the preparation and timely
filing of all tax returns required to be filed by the Company pursuant to the
Code and all other tax returns 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 a
reasonable time after the end of the Company's fiscal year.
ARTICLE 10
BOOKS AND RECORDS
Section 10.1 Accounting Period. The Company's accounting period shall be
the calendar year.
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Section 10.2 Records and Reports. At the expense of the Company, the
Manager shall maintain records and accounts of all operations and expenditures
of the Company. The Company shall keep at its principal place of business the
following records:
(i) A current list of the full name and last known address of each
Member and Manager;
(ii) Copies of records to enable a Member to determine the relative
voting rights, if any, of the Members;
(iii) A copy of the Certificate of Formation of the Company and all
amendments thereto;
(iv) Copies of the Company's federal, state, and local income tax
returns and reports, if any, for the three most recent years;
(v) Copies of this Agreement, together with any amendments thereto;
(vi) Copies of any financial statements of the Company for the three
most recent years.
The books and records shall at all times be maintained at the principal
office of the Company and shall be open to the reasonable inspection and
examination of the Members, or their duly authorized representatives during
reasonable business hours.
ARTICLE 11
TRANSFERABILITY
No Member may assign, sell, transfer, encumber, or in any way alienate
(collectively, a "Transfer"), all or any part of its interest in the Company,
except with the express written approval of all the non-transferring Members
(collectively, a "Permitted Transfer").
ARTICLE 12
DISSOLUTION AND TERMINATION
Section 12.1 Dissolution. The Company shall be dissolved only upon the
occurrence of one of the following events: (a) the vote of the Member or Members
owning more than sixty percent (60%) of the Units in the Company; (b) the
abandonment of the Acquisition by the Company; or (c) an entry or decree of
judicial dissolution as contemplated under the Act.
Section 12.2 Effect of Dissolution. Upon dissolution, the Company shall
cease to carry on its business, except as permitted by the Act. Upon
dissolution, the Manager shall file a statement of commencement of winding up
and publish any notice required by the Act.
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ARTICLE 13
WINDING UP, LIQUIDATION, DISTRIBUTION OF ASSETS
Section 13.1 Accounting in Connection with Dissolution.
(a) Upon dissolution, an accounting shall be made by the Company's
accountants of the accounts of the Company and of the Company's assets,
liabilities and operations. The persons selected by the Members (the
"Liquidators"), shall immediately proceed to wind up the affairs of the Company.
(b) If the Company is dissolved and its affairs are to be wound up, the
Liquidators shall:
(i) Sell or otherwise liquidate all of the Company's assets as
promptly as practicable (except to the extent the Liquidators may
determine to distribute any assets to the Members in kind);
(ii) Allocate any profit or loss resulting from such sales to the
Members in accordance with Article 8 hereof;
(iii)Discharge all liabilities of the Company, including liabilities
to Members who are creditors, to the extent otherwise permitted
by law, other than liabilities to Members for distributions, and
establish such Reserves as may be reasonably necessary to provide
for contingencies or liabilities of the Company;
(iv) Distribute the remaining assets to the Members, either in cash or
in kind, in accordance with the positive balance (if any) in each
Member's Capital Account (as determined after taking into account
all Capital Account adjustments for the Company's calendar year
during which the liquidation occurs). Any such distributions in
respect to Capital Accounts shall, to the extent practicable, be
made in accordance with the time requirements set forth in Treas.
Reg. Section 1.704-1(b)(2)(ii)(b)(2); and
(v) If any assets of the Company are to be distributed in kind, the
net fair market value of such assets shall be determined by the
Manager. Such assets shall be deemed to have been sold as of the
date of dissolution for their fair market value, and the Capital
Accounts of the Members shall be adjusted pursuant to the
provisions of this Agreement to reflect such deemed sale.
(c) Notwithstanding anything to the contrary in this Agreement, upon a
liquidation within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g), if
any Member has a deficit Capital Account (after giving effect to all
contributions, distributions, allocations and other Capital Account adjustments
for all taxable years, including the year during which such liquidation occurs),
such Member shall have no obligation to make any Capital Contribution to reduce
or eliminate the negative balance of such Member's Capital Account.
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(d) Upon completion of the winding-up, liquidation and distribution of the
assets, the Company shall be deemed terminated.
Section 13.2 Return of Contribution Nonrecourse to Other Members. Upon
dissolution, each Member shall look solely to the assets of the Company for the
return of the Member's Capital Contribution. If the Company property remaining
after the payment or discharge of the debts and liabilities of the Company is
insufficient to return the Capital Contribution of one or more Members, then
such Member or Members shall have no recourse against any other Member.
ARTICLE 14
MISCELLANEOUS PROVISIONS
Section 14.1 Application of Delaware Law. This Agreement, and the
application or interpretation hereof, shall be governed exclusively by its terms
and by the Act as amended from time to time (or any corresponding provisions of
succeeding law).
Section 14.2 No Action for Partition. No Member has any right to maintain
any action for partition with respect to the property of the Company.
Section 14.3 Execution of Additional Instruments. Each Member hereby agrees
to execute such other and further statements of interest and holdings,
designations, powers of attorney and other instruments necessary to comply with
any laws, rules or regulations.
Section 14.4 Headings, Exhibits and Interpretation. The headings in this
Agreement are inserted for convenience only and are in no way intended to
describe, interpret, define, or limit the scope, extent or intent of this
Agreement or any provision hereof. All exhibits and schedules referred to in
this Agreement and attached hereto are incorporated herein by this reference.
The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole, as the same may from time to time be
amended, modified or supplemented, and not to any particular section, subsection
or clause contained in this Agreement. Wherever from the context it appears
appropriate, each term stated in either the singular or plural shall include the
singular and the plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, the feminine and the neuter.
Section 14.5 Waivers. The failure of any party to seek redress for
violation of or to insist upon the strict performance of any covenant or
condition of this Agreement shall not prevent a subsequent act, which would have
originally constituted a violation, from having the effect of an original
violation.
Section 14.6 Rights and Remedies Cumulative. The rights and remedies
provided by this Agreement are cumulative and the use of any one right or remedy
by any party shall not preclude or waive the right to use any or all other
remedies. Such rights and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance or otherwise. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in its sole
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discretion apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
Section 14.7 Successors and Assigns. The terms of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Agreement, their respective legal representatives, successors
and assigns.
Section 14.8 Creditors. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of the Company or by any
person not a party hereto.
Section 14.9 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
Section 14.10 No Action for Partition. No Member has any right to maintain
any action for partition with
respect to the property of the Company.
Section 14.11 Execution of Additional Instruments. Each Member hereby
agrees to execute such other and further statements of interest and holdings,
designations, powers of attorney and other instruments necessary to comply with
any laws, rules or regulations.
Section 14.12 Amendments. Except as expressly provided herein, any
amendment to this Agreement must be made in writing and approved by the
unanimous consent of the Members.
Section 14.13 Conflicts with the Act. If any particular provision herein is
construed to be in conflict with the provisions of the Act, the provisions of
this Agreement shall control to the fullest extent permitted by applicable law.
Any provision found to be invalid or unenforceable shall not affect or
invalidate the other provisions hereof, and this Agreement shall be construed in
all respects as if such conflicting provision were omitted.
Section 14.14 No Partnership Intended for Non-Tax Purposes. The Members
have formed the Company under the Act, and expressly disavow any intention to
form a partnership under the partnership act or laws of any state. The Members
do not intend to be partners one to another or partners as to any third party.
To the extent any Member, by word or action, represents to another person that
any other Member is a partner or that the Company is a partnership, the Member
making such wrongful representation shall be liable to any other Member who
incurs personal liability by reason of such wrongful representation.
Section 14.15 Time. Time is of the essence of this Agreement, and to any
payments, allocations and distributions provided for under this Agreement.
Section 14.16 Entire Agreement. This Agreement and the certificates and
other documents delivered pursuant to this Agreement contain the entire
agreement among the parties with respect to the matters described herein, and
supersedes all prior agreements, written or oral, with respect thereto.
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Section 14.17 Separate Counsel. EACH MEMBER ACKNOWLEDGES THAT SUCH MEMBER
HAS HAD AN OPPORTUNITY TO CONSULT WITH SUCH MEMBER'S OWN COUNSEL WITH REGARD TO
THE MATTERS CONTAINED IN THIS AGREEMENT.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth on the first page of this Agreement.
MEMBERS:
Levine Investments Limited Partnership
By: /s/ William S. Levine
-----------------------------
Title: General Partner
/s/ Arturo R. Moreno
---------------------------------
Arturo R. Moreno
GRW Holding, LLC
By: /s/ Garth R. Wieger
----------------------------
Title: Manager
Contadino Family Trust
By: /s/ Joseph F. Contadino
----------------------------
Title: Trustee
MANAGER:
/s/ William S. Levine
---------------------------------
William S. Levine
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