Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Schedule 13D (Amendment 1) Re: Capital Pacific. 10 62K
2: EX-1 Written Agreement 1 7K
3: EX-2 Stock Purchase Agreement 13 46K
4: EX-3 Escrow Agreement 12 36K
5: EX-4 Investment and Stockholder Agreement 35 124K
6: EX-5 Form of Registration Rights Agreement 9 46K
7: EX-6 Form of Indirect Stockholders Agrement 7 30K
8: EX-7 Cert. of Formation and Ltd. Liability Co. Agr. 17 45K
EX-7 — Cert. of Formation and Ltd. Liability Co. Agr.
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EXHIBIT 7-1
CERTIFICATE OF FORMATION
OF
CPH3, L.L.C.
The undersigned, for the purpose of forming a limited liability
company pursuant to Section 18-201 of the Delaware Limited Liability Company
Act (the "Act"), do hereby certify as follows:
ARTICLE ONE
Name
The name of the limited liability company is CPH3, L.L.C. (the "Company").
ARTICLE TWO
Registered Agent and Office
The address of the registered office of the Company in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle 19805.
The registered agent at this office is Corporation Service Company.
ARTICLE THREE
Duration
The term of the Company's duration shall be thirty (30) years from the
date of filing of this Certificate of Formation with the Secretary of State of
the State of Delaware.
ARTICLE FOUR
Purpose
The purpose of the Company is to engage in any lawful act or activity
for which limited liability companies may be organized under the Act, including
all powers and purposes now and hereafter permitted by law to a limited
liability company.
ARTICLE FIVE
Management
The business and affairs of the Company shall be managed by the member
or members, and the voting power of each member shall be directly proportionate
to such member's interest in the profits and losses of the Company (a
"Membership Interest").
ARTICLE SIX
Admission of Additional Members
Additional members may be admitted at such times and on such terms and
conditions as provided in the Limited Liability Company Agreement of the
Company.
ARTICLE SEVEN
Transfers of Interest
No member may sell, assign, or otherwise transfer any part of its
interest in the Company to any non-member unless the sale, assignment or
transfer has been approved by the prior written consent of members holding more
than a majority of the Membership Interests in the Company and by a majority in
number of the members other than the transferring member, and as otherwise
provided in the Limited Liability Company Agreement of the Company.
ARTICLE EIGHT
Continuation of Business
Following the resignation, withdrawal, bankruptcy, or dissolution of a
member or the occurrence of any other event that terminates the continued
membership of a member in the Company, the business of the Company may continue
only upon the agreement of members holding more than a majority of the
Membership Interests of the remaining members and a majority in number of the
remaining members.
ARTICLE NINE
Limited Liability Company Agreement
The manner in which the Company conducts its business and affairs, and
the rights and obligations of its members, to the extent not expressly required
by and provided for in the Act, shall be set forth in a Limited Liability
Company Agreement executed by all of the initial members of the Company. The
regulations contained in the Limited Liability Company Agreement may, from time
to time, be amended by the members in accordance with the provisions thereof.
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ARTICLE TEN
Indemnification and Liability
The Company shall indemnify and advance expenses to a member, employee
or agent of the Company for any claim and in connection with any proceeding, to
the fullest extent permitted by and in accordance with the Act, all other
applicable laws and statutes, and the Limited Liability Company Agreement of
the Company.
DATED this 15th of September, 1997.
/s/ DAY WILKINSON
---------------------------------
Dag Wilkinson
Authorized Agent
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EXHIBIT 7-2
LIMITED LIABILITY COMPANY AGREEMENT
OF
CPH3, L.L.C.
As of September 15, 1997
ARTICLE I
ORGANIZATION
Section 1. Name. The name of the Company is CPH3, L.L.C., and all
Company business shall be conducted in that name or any other name designated
by the Members, the use of which complies with applicable law.
Section 2. Formation. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation pursuant
to the Delaware Limited Liability Company Act (the "Act") and the certification
of the Certificate of Formation for the Company by the Secretary of State of
the State of Delaware.
Section 3. Offices and Registered Agent. The principal office of the
Company in the State of Delaware shall be located at 1013 Centre Road, in the
City of Wilmington, County of New Castle, Delaware 19805, or at such other
place as the Members may designate from time to time. The Company may have
such other offices, either within or without the State of Delaware as the
Members may designate or as the business of the Company may require. The
registered office of the Company required by the Act to be maintained in the
State of Delaware shall be located at 1013 Centre Road, in the City of
Wilmington, County of New Castle, Delaware 19805 and the registered agent at
that office shall be the Corporation Service Company. The registered office
and the registered agent may be changed from time to time by action of the
Members and by filing the prescribed form with the Delaware Secretary of State.
The registered office may be, but need not be, identical with the principal
office, and may be changed from time to time by the Members.
Section 4. Purpose. The Company is organized for the purpose of
engaging in any lawful business or activity for which limited liability
companies may be organized under the Act.
Section 5. Term. The term of the Company's duration (the "Term")
shall be thirty (30) years from the date of filing of the Certificate of
Formation with the Secretary of State of the State of Delaware.
ARTICLE II
MEMBERSHIP
Section 1. Initial Member. The initial Member of the Company shall be
HADI MAKARECHIAN, an individual. The initial Capital Contributions (as defined
in Article III, Section 1) and the Membership Interest (as defined in Article
III, Section 3) of the initial Member as of the date hereof is set forth on
Exhibit A attached hereto.
Section 2. No Liability to Third Parties. In accordance with Section
18-303 of the Act, no Member shall be liable personally for the debts,
obligations or liabilities of the Company solely by reason of being a Member of
the Company.
Section 3. Admission of Additional Members. The initial Member shall
have the right to admit a new Member or Members to the Company, provided
Members holding more than a majority of the aggregate Membership Interests of
all Members and a majority of members voting per capita consent to the
admission of the new Member or Members, and provided any such new Member signs
this Agreement, as amended as of the date of such new Member's admission, or
otherwise evidences his ratification hereof. No new Member shall have the
right to participate in the management of the business of the Company unless
such Member is admitted in accordance with this Section. In accordance with
Section 18-301(c) of the Act, a person may be admitted as a Member of the
Company and may receive a Membership Interest without making a contribution or
being obligated to make a contribution to the Company.
Section 4. Resignation. A Member does not have the right to resign
from the Company except upon the provision of 120 days' written notice to the
Company and the other Members. The previous sentence notwithstanding, no
Member shall have the right to resign from the Company at such times as the
Company has only one Member.
Section 5. Termination of Membership. Unless otherwise provided in a
written consent signed by all remaining Members, a Member's membership in the
Company shall terminate upon the occurrence of any event of bankruptcy
described in Section 18-304 of the Act.
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Section 6. Certificates. The Company may issue Membership
Certificates representing the Membership Interest (as defined in Section 3 of
Article III) of each Member. The Membership Certificates shall be in such form
as may be determined by the Members. Such Membership Certificates shall be
signed by all the Members. All Membership Certificates shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
the Membership Certificates are issued, with the Capital Contribution and the
date of issue, shall be entered in the Certificate Register of the Company. In
case of a lost, destroyed or mutilated Membership Certificate, a new one may be
issued upon such terms and indemnity to the Company as the Members may
prescribe.
Section 7. Restrictions on Transfer. No Member may sell, assign, or
otherwise transfer any part of its Membership Interest to any non-Member
unless:
(a) the sale, assignment or transfer has been approved by the
prior written consent of Members holding more than a majority of the aggregate
Membership Interests of all Members; and
(b) in the opinion of the Members, the transfer will not (i)
impair the ability of the Company to continue to be classified as a sole
proprietorship or partnership under the Internal Revenue Code of 1986, (ii)
result in a "termination" of the Company under section 708 of the Code, (iii)
will not cause the Company to be in breach or default of any instrument or
agreement to which it is bound, (iv) violate or cause a violation of any
applicable federal or state laws (including securities laws), or (v) cause the
Company to become subject to registration under the Investment Company Act of
1940.
Section 8. Rights of an Assignee or Transferee. In addition to the
restrictions set forth in Section 7 of this Article, an assignee or transferee
of the Membership Interest of a Member shall have the right to participate in
the management of the business of the Company provided such assignee or
transferee signs this Agreement, as amended as of the date of the assignment or
transfer of such Membership Interest, or such assignee or transferee otherwise
evidences his ratification hereof.
ARTICLE III
CAPITAL CONTRIBUTIONS
Section 1. Initial Capital Contributions. Contemporaneously with the
execution of this Limited Liability Company Agreement (the "Agreement"), the
initial Member shall make the initial capital contributions specified in
Exhibit A attached hereto.
Section 2. Additional Capital Contributions. Additional contributions
shall be made at such times and in such amounts as may be agreed upon by the
Members or the
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Members. Each Member's contribution (a "Capital Contribution") shall consist
of the aggregate of the following items contributed by a Member, or a Member's
predecessor in interest, to or on behalf of the Company: (a) cash and (b) the
fair market value of other property (net of liabilities secured by the
property).
Section 3. Membership Interest. At all times, the interest of each
Member in the profits, losses, and distributions of the Company (a "Membership
Interest") shall be directly proportional to the aggregate Capital
Contributions of the corresponding Member.
Section 4. Return of Contributions. A Member is not entitled to the
return of any part of its Capital Contributions or to be paid interest in
respect thereof. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or lend cash
or property to the Company to enable the Company to return any Member's Capital
Contributions and no Member shall have any recourse against any other Member
for this purpose. No provision of this Agreement shall be construed as
obligating a Member to contribute additional capital to the Company for the
benefit of any third party.
ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS
Section 1. Incorporation of Treasury Regulations. Applicable
income tax regulations promulgated under the Internal Revenue Code of 1986, as
amended, including proposed, temporary, and final regulations (the "Treasury
Regulations") relating to allocations of income, gain, loss, deduction, and
credit are hereby incorporated into this Agreement by reference and shall
control over any conflicting provision of this Agreement. To the extent that
any allocation of income, gain, loss, deduction or credit (i) is required by
this Agreement but not permitted by the Treasury Regulations, or (ii) is
required by the Treasury Regulations but not provided for in this Agreement,
the amount thereof shall be allocated or reallocated to the Members in the
manner provided in the Treasury Regulations.
Section 2. Distributions. Subject to the provisions of Section 1 of
this Article, the Company shall make such distributions of cash and property as
the Members may determine from time to time. Without limiting the generality
of the preceding sentence, the Members shall from time to time declare, and the
Company shall distribute, accumulated profits agreed not necessary for the cash
needs of the Company's business. Unless otherwise provided, any retained
profits shall be deemed an increase in each Member's Capital Contribution in
proportion to each Member's respective Membership Interest prior to the fiscal
year in which such profits were earned. The provisions of this Section
notwithstanding, the Members shall have no authority to declare, and the
Company shall have no authority to make, any distribution of cash, property, or
profits
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in violation of Section 18-607 of the Act.
Section 3. Allocation of Distributions. Subject to the provisions of
Sections 1 and 2 of this Article, and after giving effect to any special
allocations required by the Treasury Regulations, profits and other
distributions made by the Company shall be allocated in the following order:
(1) To repay any loan or loans to the Company made by a Member or
Members, if any, together with interest accrued thereon from
the date such loan or loans were made until the date of
repayment, provided that no loan need be repaid in its
entirety and all loans shall be repaid in direct proportion to
the aggregate outstanding loan balance of each Member at the
time of such repayment, with repayments credited in the order
the loans were made to or on behalf of the Company, including
loans made prior to the date hereof;
(2) To repay any additional Capital Contributions of the Members
in excess of the initial Capital Contributions made by the
Members contemporaneously with the execution of this
Agreement, provided that such repayments to Members of
additional Capital Contributions shall be pro rata to their
respective additional Capital Contributions;
(3) Then, in direct proportion to the Membership Interest of each
Member.
ARTICLE V
MEETINGS OF MEMBERS
Section 1. Time and Place. The Members shall hold meetings on such
date or dates as shall be fixed from time to time by the Members. Any meeting
of Members may be held at such place within or without the State of Delaware as
the Members of the Company may from time to time fix. In the event the Members
shall fail to fix such place or time, or in the event members are entitled to
call or convene a meeting in accordance with law, then, in such event, such
meeting shall be held at the law offices Wiley, Rein & Fielding, 1776 K Street,
N.W., Washington, D.C. 20006.
Section 2. Telephonic Meetings. Unless otherwise restricted by
applicable law, the Members may participate in any meeting by telephone
conference or other similar means of communication provided all persons
participating in such meeting can hear one another for the entire discussion of
the matter or matters to be voted upon. Participating in a meeting by
telephone conference or other similar means shall constitute presence in person
at such meeting.
Section 3. Notice of Meetings. Written notice stating the place, day
and hour of
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the meeting shall be given for all meetings of the Members. Such notice shall
state the person or person calling the meeting. Notice of a meeting shall be
given personally or by first class mail, overnight courier, or facsimile, not
less than 10 days nor more than 50 days before the date of the meeting, to each
member at his address listed in the records of the Company. Notice shall be
deemed to have been given when deposited with postage prepaid in a post office
or other official depository under the exclusive jurisdiction of the United
States Post Office. The date on which notice of a meeting of Members is mailed
or the date on which a the resolution of the Members declaring a distribution
is adopted, as the case may be, shall be the record date for the determination
of the Members entitled to notice of or to vote at such meeting, including any
adjournment thereof, or of Members entitled to receive such distribution. The
attendance of a Member in person or by proxy at the meeting without protesting
the lack of notice of a meeting, shall constitute a waiver of notice by such
Member.
Section 4. Quorum; voting. Members holding a majority of the
aggregate Membership Interests of all Members entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of Members. Except
as indicated otherwise herein, on all issues brought to a vote at a meeting of
the Members, including, without limitation, the election of officers, the
voting power of each Member entitled to vote shall be proportional to its
respective Membership Interest. Unless otherwise provided herein or required
under the Act, a vote of the Members holding at least a majority of the
aggregate Membership Interests of all Members entitled to vote is necessary and
sufficient to conduct business.
Section 5. Proxy Voting. Every Member may authorize another person to
act for him by proxy in all matters in which a Member may participate,
including waiving notice of any meeting, voting or participating in a meeting,
or expressing consent or dissent without a meeting. Every proxy shall be
signed by the Member or his attorney in fact, and shall be revocable at the
pleasure of the Member executing it, except as otherwise provided by law.
Section 6. Action by Written Consent. Action required or permitted to
be taken at a meeting of the Members may be taken may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all Members of
the Company.
ARTICLE VI
MANAGEMENT
Section 1. Management by the Members. The business of the Company
shall be conducted under the exclusive management of its Members, who shall
have exclusive authority to act for the Company in all matters. The Members
may, from time to time, designate certain Members to act for the Company in
certain matters as herein specified.
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Section 2. No Officers. The Company shall have no officers unless
otherwise determined by a vote of the Members.
ARTICLE VII
FISCAL MATTERS
Section 1. Fiscal Year. The fiscal year of the Company shall begin
on the first day of January and end on the last day of December.
Section 2. Contracts. The Members may authorize, in writing, any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Company, and
such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders
for payment of money, notes or other evidences of indebtedness issued in the
name of the Company shall be signed by such Members or Members, officer or
officers, agent or agents, of the Company and in such manner as shall from time
to time be determined by resolution of the Members.
Section 4. Deposits. All funds of the Company not otherwise employed
shall be deposited from time to time to the credit of the Company in such
banks, trust companies or other depositories as the Members may select.
ARTICLE VIII
BOOKS AND RECORDS
Section 1. Books and Records. The books and records of the Company
shall be kept at the principal office of the Company or at such other places,
within or without the State of Delaware as the Members shall from time to time
determine.
Section 2. Right of Inspection. Any Member of record shall have the
right to examine, at any reasonable time or times for all purposes, the books
and records of account, minutes and records of Members and to make copies
thereof. Such inspection may be made by any agent or attorney of the Member.
Upon the written request of any Member, the Company shall mail to such Member
its most recent financial statements, showing in reasonable detail its assets
and liabilities and the results of its operations.
Section 3. Financial Records. All financial records shall be
maintained and reported based on generally acceptable accounting practices.
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ARTICLE IX
INDEMNIFICATION
Section 1. Right of Indemnification. To the maximum extent
permitted by the Act and the law of the State of Delaware, the Company shall
indemnify any current or former Member or officer against expenses actually and
necessarily incurred in connection with any action, suit or proceeding in which
such person is a party, by reason of having been a Member or officer of the
Company, except in relation to any matter in which a person may be held liable
for an unlawful distribution in violation of Section 18-607 of the Act.
The right of indemnification provided in this Section shall be solely
the obligation of the Company. At no time shall any Member or Members be
obligated or expected to provide indemnification for any other Member or any
officer of the Company.
Section 2. Expenses. Expenses, including attorneys' fees, incurred
in defending any action, suit or proceeding referred to in Section 1 of this
Article may be paid by the Company in advance of the final disposition
of such action, suit, or proceeding as authorized by the Members in the
specific case upon receipt of an undertaking by or on behalf of the Member,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the Company as
authorized in this Article.
Section 3. Non-Exclusivity. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the law or any agreement, or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a Member, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrator of such a
person. The Certificate of Formation of the Company shall not be interpreted
to limit in any manner the indemnification or right to advancement for expenses
of an individual who would otherwise be entitled thereto. This Agreement shall
be interpreted as mandating indemnification and advancement of expenses to the
fullest extent permitted by law.
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ARTICLE X
INSURANCE
To the extent permitted by applicable law, the Company may arrange
for, purchase and maintain insurance on behalf of the Company and any person
who is or was a Member or Officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation (domestic or foreign, non-profit or for profit) partnership, joint
venture, limited liability company, trust or other enterprise.
ARTICLE XI
DISSOLUTION, LIQUIDATION, AND TERMINATION
Section 1. Dissolution. The Company shall be dissolved upon the
first to occur of the following events:
(a) the affirmative consent of all Members;
(b) the expiration of the Term of this Agreement, which
coincides with the period fixed in the Certificate
of Formation for the duration of the Company;
(c) the death, disability, resignation, bankruptcy or
dissolution of a Member or the occurrence of any
other event that terminates the continued membership
of a Member in the Company, unless (i) there are
at least two remaining Members or at least one
remaining Member and a new Member is admitted in
accordance with the provisions of Section 3 of
Article II, and (ii) the Members with more than a
majority of the Membership Interest of the remaining
Members and a majority of the Members voting per
capita consent to the continuation of the business
of the Company;
(d) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
Section 2. Liquidation. Upon the dissolution of the Company, its
affairs shall be promptly wound up and its assets liquidated as promptly as is
consistent with obtaining the fair market value thereof. The Members shall
select one Member to serve as liquidator of the Company, with such
compensation, if any, as the Members shall approve. The liquidator shall
proceed diligently to wind up the affairs of the Company in accordance with the
provisions of this Agreement and the Act. The costs and expenses of
liquidation shall be borne by the Company. Until final distribution, the
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liquidator shall continue to manage the Company and its assets and shall have
all of the power and authority of the Members and shall be entitled to
indemnification and advancement and payment of expenses in accordance with the
provisions of this Agreement. The liquidator is authorized and directed to
take, execute, file, and deliver all notices, actions and filings required by
the provisions of Subchapter VIII of the Act.
Section 3. Winding Up. In the event of the occurrence of any event
described in Section 1 above giving rise to the dissolution of the Company, the
affairs of the Company shall be wound up as follows:
(a) the Company shall not incur any expense or liability other than
expenses and liabilities necessary for the completion of the winding up and
dissolution of the Company;
(b) the assets of the Company shall be gathered in and sold or
delivered in kind in satisfaction of the liabilities of the Company;
(c) all liabilities of the Company, including loans by any Member to
the Company but excluding any liabilities in dispute, shall be paid. In the
event that the assets of the Company are insufficient to pay such liabilities
in whole, loans by the Members shall be repaid in proportion to the
outstanding loan balances of each Member. Other liabilities of the Company
shall be paid in part in accordance with a negotiated settlement or in
accordance with the priorities set forth in the Bankruptcy Code, whether
or not an insolvency proceeding is commenced by or against the Company;
(d) any additional Capital Contributions of each Member shall be
repaid in full or distributed in kind;
(e) all remaining cash or other assets on hand after the steps set
forth above have been taken shall be distributed to the Members in direct
proportion to the Membership Interest of each Member; and
(f) any remaining unsold assets which are not distributed in kind in
satisfaction of the liabilities of the Company as set forth above shall be
distributed to the Members in proportion to their Membership Interest.
On completion of the above steps, the liquidator shall file a
Certificate of Cancellation in accordance with Section 18-203 of the Act and
take any other steps required under the Act or other applicable law to dissolve
the Company.
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ARTICLE XII
GENERAL PROVISIONS
Section 1. Seal. The Members may provide a company seal which
shall be circular in form and shall have inscribed thereon the name of the
Company, the phrase "State of Delaware," and the words, "Company Seal".
Section 2. Notice. Any notice required or permitted to be given
pursuant to the provisions of the Act, the Certificate of Formation of the
Company, or this Agreement shall be effective as of the date personally
delivered, or, if sent by mail, overnight courier or facsimile, on the date
sent and addressed to the intended recipient at his address indicated on
Exhibit A hereto, provided that, to be effective, any notice sent by mail shall
be sent through first-class mail, postage prepaid.
Section 3. Waiver of Notice. Whenever any notice is required to be
given to any Member or member of the Members of the Company under the
provisions of the Certificate of Formation, this Agreement, or the provisions
of the Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated herein, shall
be deemed equivalent to the giving of such notice.
Section 4. Gender and Number. Whenever the context requires, the
gender of all words used herein shall include the masculine, feminine and
neuter, and the number of all words shall include the singular and plural
thereof.
Section 5. Severability; Construction. Each article, paragraph,
subparagraph, term and condition of this Agreement, and any portions thereof,
will be considered severable. If, for any reason, any portion of this
Agreement is determined to be invalid, contrary to, or in conflict with, any
applicable present or future law, rule or regulation in a final, unappealable
ruling issued by any court, agency, or tribunal with valid jurisdiction in a
proceeding to which the Company or a Member is a party, that ruling will not
impair the operation of, or have any other effect upon, any other portions of
this Agreement, all of which will remain binding on the parties and continue to
be given full force and effect. No provision of this Agreement shall be
interpreted in favor of or against any party because of the party that drafted
this Agreement.
Section 6. Binding Effect. Except as otherwise specifically
provided herein, this Agreement is binding on and shall inure solely to the
benefit of the Members and their respective legal representatives, successors,
and permitted assigns.
Section 7. Governing Law. The Certificate of Formation the
provisions of this Limited Liability Company Agreement, and the relationship
between the Company and the Members shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflict-of-laws principles thereof, and
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excluding any principle that might refer such governance or construction to the
law of another jurisdiction.
Section 8. Further Assurances. In connection with this Agreement
and the transactions contemplated hereby, each Member agrees to execute and
deliver any additional documents and instruments, and to perform any additional
acts required or appropriate to effectuate the provisions of this Agreement and
those transactions.
ARTICLE XIII
AMENDMENTS
This Agreement may be altered, amended or repealed and a new Limited
Liability Company Agreement may be adopted by a vote of Members holding more
than a majority of the aggregate Membership Interests of all Members.
Notwithstanding the foregoing, it is the express intention of the Members that
the Company shall, at all times, be classified as a partnership for tax
purposes by both the federal and state governmental authorities. The Members
agree that they shall amend this Agreement as necessary to make it consistent
with that intention, and they further agree that there shall not be any
amendment to this Agreement that would jeopardize the classification of the
Company as a partnership for tax purposes.
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CERTIFICATION
THE UNDERSIGNED, being all of the Members of the Company, hereby
evidence their adoption and ratification of the foregoing Limited Liability
Company Agreement of the Company, as of the 15th day of September, 1997.
HADI MAKARECHIAN,
an individual
/s/ HADI MAKARECHIAN
---------------------------------
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EXHIBIT A
LIMITED LIABILITY COMPANY AGREEMENT
OF
CPH3, L.L.C.
[Download Table]
Member Initial Capital Membership
and Address Contribution Interest
----------- ------------ --------
Hadi Makarechian 6,600,034 shares of 100%
4100 MacArthur Blvd. Common Stock
Suite 200 par value $.10, of
Newport Beach, CA 92660 Capital Pacific Holdings, Inc.,
a Delaware corporation
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/30/97 | | | | | | | SC 13D |
| | 9/15/97 | | 4 |
| List all Filings |
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