LIMITED LIABILITY COMPANY OPERATING

AGREEMENT
FOR
_________________________ A ____________________-Managed
Limited Liability Company
ARTICLE I
Company Formation
1.1 FORMATION. The Members hereby form a Limited Liability Company
("Company") subject to the provisions of the Limited Liability Company
ct as currently in e!ect as of this date. rticles of "r#ani$ation shall be
%led &ith the 'ecretary of 'tate.
1.( NAME. The name of the Company shall be)
____________________________________.
1.* REGISTERED AGENT. The name and location of the re#istered a#ent
of the Company shall be)
____________________________________
______________________
______________________
_______________________
1.+ TERM. The Company shall continue for a perpetual period.
(a) Members &hose capital interest as de%ned in rticle (.( e,ceeds -.
percent vote for dissolution/ or
(b) ny event &hich ma0es it unla&ful for the business of the Company to
be carried on by the Members/ or
(c) The death1 resi#nation1 e,pulsion1 ban0ruptcy1 retirement of a Member
or the occurrence of any other event that terminates the continued
membership of a Member of the Company/ or
(d) ny other event causin# dissolution of this Limited Liability Company
under the la&s of the 'tate of ___________________.
1.- CONTINUANCE OF COMPANY. 2ot&ithstandin# the provisions of
3T4CL5 1.+1 in the event of an occurrence described in 3T4CL5 1.+(c)1 if
there are at least t&o remainin# Members1 said remainin# Members shall
have the ri#ht to continue the business of the Company. 'uch ri#ht can be
e,ercised only by the unanimous vote of the remainin# "peratin# #reement 6
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Members &ithin ninety (7.) days after the occurrence of an event
described in 3T4CL5 1.+(c). 4f not so e,ercised1 the ri#ht of the Members
to continue the business of the Company shall e,pire.
1.8 BUSINESS PURPOSE. The purpose of the Company is to
__________________________
________________________________________________________________________
________________________________________________________________________
1.9 PRINCIPAL PLACE OF BUSINESS. The location of the principal place
of business of the Company shall be)
_________________________
_________________________
_________________________
:rincipal place of business may be chan#ed at a location the Mana#ers
from time to time select.
1.; THE MEMBERS. The name and place of residence of each member
are contained in 5,hibit ( attached to this #reement.
1.7 ADMISSION OF ADDITIONAL MEMBERS. 5,cept as other&ise
e,pressly provided in the #reement1 no additional members may be
admitted to the Company throu#h issuance by the company of a ne&
interest in the Company1 &ithout the prior unanimous &ritten consent of
the Members.
ARTICLE II
Capital Contribtion!
(.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to
the Company capital as described in 5,hibit * attached to this #reement.
The a#reed total value of such property and cash is
____________________________.
(.( ADDITIONAL CONTRIBUTIONS. 5,cept as provided in 3T4CL5 8.(1
no Member shall be obli#ated to ma0e any additional contribution to the
Company<s capital.
ARTICLE III
Pro"t!# Lo!!$! an% Di!tribtion!
*.1 PROFITS&LOSSES. =or %nancial accountin# and ta, purposes the
Company<s net pro%ts or net losses shall be determined on an annual
basis and shall be allocated to the Members in proportion to each
Member<s relative capital interest in the Company as set forth in 5,hibit (
as amended from time to time in accordance &ith Treasury 3e#ulation
1.9.+61. "peratin# #reement 6 * &&&.north&estre#istereda#ent.com
*.( DISTRIBUTIONS. The Members shall determine and distribute
available funds annually or at more fre>uent intervals as they see %t.
vailable funds1 as referred to herein1 shall mean the net cash of the
Company available after appropriate provision for e,penses and liabilities1
as determined by the Mana#ers. ?istributions in li>uidation of the
Company or in li>uidation of a Member<s interest shall be made in
accordance &ith the positive capital account balances pursuant to
Treasury 3e#ulation 1.9.+6l(b)(()(ii)(b)((). To the e,tent a Member shall
have a ne#ative capital account balance1 there shall be a >uali%ed income
o!set1 as set forth in Treasury 3e#ulation 1.9.+6l(b)(()(ii)(d).
ARTICLE I'
Mana($m$nt
+.1 MANAGEMENT OF THE BUSINESS. The name and place of
residence of each Mana#er is attached as 5,hibit 1 of this #reement. @y
a vote of the Members holdin# a majority of the capital interests in the
Company1 as set forth in 5,hibit ( as amended from time to time1 shall
elect so many Mana#ers as the Members determine1 but no fe&er than
one1 &ith one Mana#er elected by the Members as Chief 5,ecutive
Mana#er. The elected Mana#er(s) may either be a Member or 2on6
Member.
+.( MEMBERS. The liability of the Members shall be limited as provided
pursuant to applicable la&. Members that are not Mana#ers shall ta0e no
part &hatever in the control1 mana#ement1 direction1 or operation of the
Company<s a!airs and shall have no po&er to bind the Company. The
Mana#ers may from time to time see0 advice from the Members1 but they
need not accept such advice1 and at all times the Mana#ers shall have the
e,clusive ri#ht to control and mana#e the Company. 2o Member shall be
an a#ent of any other Member of the Company solely by reason of bein# a
Member.
+.* PO)ERS OF MANAGERS. The Mana#ers are authori$ed on the
Company<s behalf to ma0e all decisions as to (a) the sale1 development
lease or other disposition of the Company<s assets/ (b) the purchase or
other ac>uisition of other assets of all 0inds/ (c) the mana#ement of all or
any part of the Company<s assets/ (d) the borro&in# of money and the
#rantin# of security interests in the Company<s assets/ (e) the pre6
payment1 re%nancin# or e,tension of any loan a!ectin# the Company<s
assets/ (f ) the compromise or release of any of the Company<s claims or
debts/ and1 (#) the employment of persons1 %rms or corporations for the
operation and mana#ement of the company<s business. 4n the e,ercise of
their mana#ement po&ers1 the Mana#ers are authori$ed to e,ecute and
deliver (a) all contracts1 conveyances1 assi#nments leases1 sub6leases1
franchise a#reements1 licensin# a#reements1 mana#ement contracts and
maintenance contracts coverin# or a!ectin# the Company<s assets/ (b) all
chec0s1 drafts and other orders for the payment of the Company<s funds/
(c) all promissory notes1 loans1 security a#reements and other similar
documents/ and1 (d) all other instruments of any other 0ind relatin# to the
Company<s a!airs1 &hether li0e or unli0e the fore#oin#. "peratin# #reement 6
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+.+ CHIEF E*ECUTI'E MANAGER. The Chief 5,ecutive Mana#er shall
have primary responsibility for mana#in# the operations of the Company
and for e!ectuatin# the decisions of the Mana#ers.
+.- NOMINEE. Title to the Company<s assets shall be held in the
Company<s name or in the name of any nominee that the Mana#ers may
desi#nate. The Mana#ers shall have po&er to enter into a nominee
a#reement &ith any such person1 and such a#reement may contain
provisions indemnifyin# the nominee1 e,cept for his &illful misconduct.
+.8 COMPANY INFORMATION. Apon re>uest1 the Mana#ers shall supply
to any member information re#ardin# the Company or its activities. 5ach
Member or his authori$ed representative shall have access to and may
inspect and copy all boo0s1 records and materials in the Mana#er<s
possession re#ardin# the Company or its activities. The e,ercise of the
ri#hts contained in this 3T4CL5 +.8 shall be at the re>uestin# Member<s
e,pense.
+.9 E*CULPATION. ny act or omission of the Mana#ers1 the e!ect of
&hich may cause or result in loss or dama#e to the Company or the
Members if done in #ood faith to promote the best interests of the
Company1 shall not subject the Mana#ers to any liability to the Members.
+.; INDEMNIFICATION. The Company shall indemnify any person &ho
&as or is a party defendant or is threatened to be made a party
defendant1 pendin# or completed action1 suit or proceedin#1 &hether civil1
criminal1 administrative1 or investi#ative (other than an action by or in the
ri#ht of the Company) by reason of the fact that he is or &as a Member of
the Company1 Mana#er1 employee or a#ent of the Company1 or is or &as
servin# at the re>uest of the Company1 for instant e,penses (includin#
attorney<s fees)1 jud#ments1 %nes1 and amounts paid in settlement
actually and reasonably incurred in connection &ith such action1 suit or
proceedin# if the Members determine that he acted in #ood faith and in a
manner he reasonably believed to be in or not opposed to the best
interest of the Company1 and &ith respect to any criminal action
proceedin#1 has no reasonable cause to believe hisBher conduct &as
unla&ful. The termination of any action1 suit1 or proceedin# by jud#ment1
order1 settlement1 conviction1 or upon a plea of "no lo Contendere" or its
e>uivalent1 shall not in itself create a presumption that the person did or
did not act in #ood faith and in a manner &hich he reasonably believed to
be in the best interest of the Company1 and1 &ith respect to any criminal
action or proceedin#1 had reasonable cause to believe that hisBher
conduct &as la&ful.
+.7 RECORDS. The Mana#ers shall cause the Company to 0eep at its
principal place of business the follo&in#)
(a) a current list in alphabetical order of the full name and the last 0no&n
street address of each Member/
(b) a copy of the Certi%cate of =ormation and the Company "peratin#
#reement and all amendments/ "peratin# #reement 6 -
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(c) copies of the Company<s federal1 state and local income ta, returns
and reports1 if any1 for the three most recent years/
(d) copies of any %nancial statements of the limited liability company for
the three most recent years.
ARTICLE '
Comp$n!ation
-.1 MANAGEMENT FEE. ny Mana#er renderin# services to the
Company shall be entitled to compensation commensurate &ith the value
of such services.
-.( REIMBURSEMENT. The Company shall reimburse the Mana#ers or
Members for all direct out6of6poc0et e,penses incurred by them in
mana#in# the Company.
ARTICLE 'I
Boo++$$pin(
8.1 BOO,S. The Mana#ers shall maintain complete and accurate boo0s of
account of the Company<s a!airs at the Company<s principal place of
business. 'uch boo0s shall be 0ept on such method of accountin# as the
Mana#ers shall select. The company<s accountin# period shall be the
calendar year.
8.( MEMBER-S ACCOUNTS. The Mana#ers shall maintain separate
capital and distribution accounts for each member. 5ach member<s capital
account shall be determined and maintained in the manner set forth in
Treasury 3e#ulation 1.9.+6l(b)(()(iv) and shall consist of his initial capital
contribution increased by)
(a) any additional capital contribution made by himBher/
(b) credit balances transferred from his distribution account to his capital
account/ and decreased by)
(a) distributions to himBher in reduction of Company capital/
(b) the Member<s share of Company losses if char#ed to hisBher capital
account.
8.* REPORTS. The Mana#ers shall close the boo0s of account after the
close of each calendar year1 and shall prepare and send to each member
a statement of such Member<s distributive share of income and e,pense
for income ta, reportin# purposes. "peratin# #reement 6 8
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ARTICLE 'II
Tran!.$r!
9.1 ASSIGNMENT. 4f at any time a Member proposes to sell1 assi#n or
other&ise dispose of all or any part of his interest in the Company1 such
Member shall %rst ma0e a &ritten o!er to sell such interest to the other
Members at a price determined by mutual a#reement. 4f such other
Members decline or fail to elect such interest &ithin thirty (*.) days1 and if
the sale or assi#nment is made and the Members fail to approve this sale
or assi#nment unanimously then1 pursuant to the applicable la&1 the
purchaser or assi#nee shall have no ri#ht to participate in the
mana#ement of the business and a!airs of the Company. The purchaser
or assi#nee shall only be entitled to receive the share of the pro%ts or
other compensation by &ay of income and the return of contributions to
&hich that Member &ould other&ise be entitled. "peratin# #reement 6 9
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CERTIFICATE OF FORMATION
This Company "peratin# #reement is entered into and shall become
e!ective as of the 5!ective ?ate by and amon# the Company and the
persons e,ecutin# this #reement as Members. 4t is the Members e,press
intention to create a limited liability company in accordance &ith
applicable la&1 as currently &ritten or subse>uently amended or
redrafted.
The undersi#ned hereby a#ree1 ac0no&led#e1 and certify that the
fore#oin# operatin# a#reement is adopted and approved by each
member1 the a#reement consistin# of //// pa#es1 constitutes1 to#ether
&ith 5,hibit 11 5,hibit ( and 5,hibit * (if any)1 the "peratin# #reement of
____________________________________________________1 adopted by the
members as of _______________________1 _______ (.______.
M$mb$r!)
________________________________ Print$% Nam$ ________________________
'i#nature
:ercent) _____C
_________________________________ Print$% Nam$ ________________________
'i#nature
:ercent) _____C
__________________________________ Print$% Nam$ ________________________
'i#nature
:ercent) _____C
__________________________________ Print$% Nam$ ________________________
'i#nature
:ercent) _____C "peratin# #reement 6 ; &&&.north&estre#istereda#ent.com
E*HIBIT 0
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR
///////////////////////
LISTING OF MANAGERS
@y a majority vote of the Members
the follo&in# Mana#ers &ere elected
to operate the Company pursuant to
3T4CL5 + of the #reement)
________________________________________
__ :rinted 2ame
___________________________
Chief 5,ecutive Mana#er
__________________________ ddress
__________________________
__________________________
______________________________ :rinted
2ame ___________________________
Title ______________________
__________________________ ddress
__________________________
__________________________