Exhibit 10.29 TMV Amendments 201310KA


  EXHIBIT 10.29


AMENDMENTS TO THE LIMITED LIABILITY


COMPANY AGREEMENT OF 


TEJON MOUNTAIN VILLAGE LLC 


	
			
	 
	 
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	FIRST AMENDMENT
	 
	2

	 
	 
	 

	SECOND AMENDMENT
	 
	4

	 
	 
	 

	THIRD AMENDMENT
	 
	21

	 
	 
	 

	FOURTH AMENDMENT
	 
	27

	 
	 
	 

	 
	 
	 





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           FIRST AMENDMENT TO


LIMITED LIABILITY COMPANY AGREEMENT 


OF


TEJON MOUNTAIN VILLAGE LLC








THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF TEJON MOUNTAIN VILLAGE LLC (this "Amendment"), is made and entered into as of November 29, 2006 by and between TEJON RANCHCORP, a California corporation ("Tejon") and DMB TMV LLC, an Arizona limited liability company ("DMB"). Tejon and DMB are hereinafter referred to collectively as the "Members" and individually as each or any "Member".
RECITALS


A.     The Members entered into that certain Limited Liability Company Agreement of
Tejon Mountain Village LLC on May 19, 2006 (the "Original Agreement").


B.    The Members now desire to amend the address with respect to Tejon set forth in Section 16.1 of the Original Agreement. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Original Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, being duly sworn, do hereby agree and certify as follows:


ARTICLE I 
NOTICE PROVISION


1.1     Tejon's Address. The address set forth for notices to Tejon in Section 16.1 of the
Original Agreement is hereby deleted in its entirety and replaced with the following address:


To Tejon:     Tejon Ranchcorp
P.O. Box 1000
4436 Lebec Road
Lebec, California 93243
Facsimile: (661) 248-3100
Attention: General Counsel



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The address for copies to Tejon's counsel and the addresses for DMB and its counsel set forth in Section 16.1 shall remain unchanged.


ARTICLE II MISCELLANEOUS


2.1     Continuing Effectiveness.  Except to the extent specifically herein amended, the Original Agreement shall continue unmodified and in full force and effect.  In the event of any conflict between the provisions of the Original Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.


2.2       Counterparts.  This Amendment may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart.



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IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of the day and year first above written.


TEJON:


TEJON RANCHCORP, a California 
corporation


By: /s/ Robert A. Stine
Robert A. Stine, its President and CEO


By: /s/ Allen E. Lyda
Name: Allen E. Lyda
Title: CFO




DMB:


DMB TMV LLC, 
an Arizona limited liability company


By: DMB ASSOCIATES, INC., 
an Arizona Corporation, 
its Manager


By: /s/ Eneas A. Kane
Name: Eneas A. Kane
Title: COO









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SECOND  AMENDMENT TO LIMITED LIABILITY  COMPANY  AGREEMENT OF
TEJON MOUNTAIN VILLAGE  LLC








THIS SECOND  AMENDMENT TO LIMITED  LIABILITY COMPANY AGREEMENT OF TEJON MOUNTAIN VILLAGE  LLC (this "Amendment"), is made and entered into as of August 13, 2008, by and between TEJON RANCHCORP, a California corporation ("Tejon"), and DMB TMV LLC, an Arizona limited liability company ("DMB").


RECITALS


A.     WHEREAS, the Company was formed pursuant to a Certificate of Formation filed with the Secretary of State of Delaware on March 29, 2006 in accordance with the Act.


B.        The Members entered into that certain Limited Liability Company Agreement of Tejon Mountain Village LLC on May 19, 2006 (the "Original Agreement").  Capitalized terms not defined herein shall have the meanings ascribed thereto in the Original Agreement.


C.     The Original Agreement was modified pursuant to the terms of that certain First Amendment to Limited Liability Agreement of Tejon Mountain Village (the "First Amendment") dated as of November 29,2006. The Original Agreement and the First Amendment are hereinafter collectively referred to as the "Agreement".


D.     The Members desire to modify certain terms of the Agreement as more particularly set forth herein.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, being duly sworn, do hereby agree to amend the Agreement as follows:






ARTICLE I CAPITAL CONTRIBUTIONS


1.1     Required Additional Capital Contributions of DMB. Section 4.2 of the Original
Agreement is hereby amended and restated as Section 4.2A through 4.2E set forth on
Exhibit "A" hereto, which is incorporated herein by reference as if fully set forth herein.





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1.2     Required Additional Capital Contributions of Tejon.


A.    Section 4.4L is hereby added to the Agreement as follows: "The parties agree that the value ascribed to the Existing Property upon contribution to the Company shall be Thirty Million Dollars ($30,000,000) (the "Property Contribution"). Upon Tejon's contribution of the Existing Property to the Company, Tejon shall receive credit to its Book Capital Account in an amount equal to the Property Contribution."


B.     Section 4.4M is hereby added to the Agreement as set forth in Exhibit "B" hereto, which is incorporated herein by reference as if fully set forth herein.


1.3     Funding of Additional Company Expenses by DMB and Tejon.  Section 4.5 of the
Original Agreement is hereby amended and restated as follows:


During the Development Stage, if additional Capital Contributions for the Company, over and above the Capital Contributions set forth in Sections 4.1, 4.2 and 4.4 above, are deemed necessary or advisable by the Executive Committee, at any time (and
regardless of whether the Capital Contributions set forth in
Sections 4.1, 4.2 and 4.4 have been exhausted), the Executive Committee may elect to arrange for third party financing.  If such third party financing is unavailable to the Company and DMB
and Tejon have funded their respective Capital Contributions
required to be made under 4.1, 4.2 and 4.4, then the Executive Committee may call upon each Member to make additional Capital Contributions ("Shortfall Contributions"). DMB's Shortfall Contributions and Tejon's Shortfall Contributions shall be made in the form of cash unless otherwise determined by the Executive Committee.  The Shortfall Contributions shall be made pro rata in accordance with the Members' Percentage Interests.


ARTICLE II DISTRIBUTIONS


2.1     Distributions of Available Cash.  Sections 6.1A through 6.1D of the Original Agreement are hereby amended and restated as Sections 6.1A through 6.1G set forth in Exhibit "C" hereto, which is incorporated herein by reference as if fully set forth herein.


2.2     Hypothetical Distributions in the Event of Condemnation.  Levels (1) through (5) set forth in Section 4.4H of the Original Agreement are hereby amended and restated as Levels (1) through (5) set forth in Exhibit "D" hereto, which is incorporated herein by reference as if fully set forth herein.



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ARTICLE III ADDITIONAL MODIFICATIONS


3.1     Deficit Capital Account.  Section 12.6 is hereby added to the Agreement as follows:  "No Member shall have any liability to the Company, to any other Member, or to the creditors of the Company on account of any deficit Capital Account balance."


3.2     Tax Appendix.  The Tax Appendix (Appendix "A") to the Agreement is hereby amended and restated as set forth in Exhibit "E" hereto, which is incorporated  herein by reference as if fully set forth herein.


ARTICLE IV MISCELLANEOUS


4.1     Continuing Effectiveness.   Except to the extent specifically herein amended, the Agreement shall continue unmodified  and in full force and effect.  In the event of any conflict between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.


4.2       Counterparts.   This Amendment may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart.












[signatures begin on next page]















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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.








TEJON:


TEJON RANCHCORP, a California 
corporation


By: /s/ Robert A. Stine
Robert A. Stine, its President and CEO


By: /s/ Allen E. Lyda
Name: Allen E. Lyda
Title: CFO




DMB:


DMB TMV LLC, 
an Arizona limited liability company


By: DMB ASSOCIATES, INC., 
an Arizona Corporation, 
its Manager


By: /s/ Eneas A. Kane
Name: Eneas A. Kane
Title: Executive Vice President

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EXHIBIT "A"


REQUIRED ADDITIONAL CAPITAL CONTRIBUTIONS OF DMB (REPLACING SECTION 4.2 OF THE ORIGINAL AGREEMENT)


4.2     Required Additional Capital Contributions of DMB.


A.    During the Entitlement Stage, DMB shall make additional Capital Contributions in an aggregate total amount of up to Thirty Million Dollars ($30,000,000) as and when necessary to fund the operations of the Company in accordance with the Entitlement Business Plan or as otherwise Approved by the Executive Committee (collectively, "DMB Threshold  Entitlement Contributions").   DMB shall receive credit to its Book Capital Account at the time and in the amount that each Capital Contribution is so made.


B.    Once DMB has funded the entire DMB Threshold Entitlement Contributions, DMB shall fund pari passu with Tejon pursuant to Section 4.4M fifty percent (50%) of all amounts necessary to fund the operations of the Company in accordance with the Entitlement Business Plan and the Development Business Plan or as otherwise Approved by the Executive Committee.


C.    Amounts funded by DMB pursuant to Section 4.2B during the Entitlement Stage shall be referred to herein as DMB's "Shared Entitlement Contributions".   Amounts funded by DMB pursuant to Section 4.2B during the Development Stage shall be referred to herein as DMB's "Shared Development  Contributions".


D.     All amounts funded pursuant to this Section 4.2 shall be referred to as
"DMB Mandatory  Additional  Contributions").


E.    The Executive Committee acting unanimously may determine in writing signed by all Representatives the amount and timing of contributions of particular portions of the DMB Mandatory Additional Contributions; provided, however DMB's obligation for its Mandatory Additional Contributions shall not cumulatively exceed One Hundred Million Dollars ($100,000,000).  Any such determination(s) shall constitute binding obligations of the Members, shall not be subject to Progress Deadlock and may not be overruled or otherwise altered by mediation pursuant to Section 7.1C.



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EXHIBIT "B"


REQUIRED ADDITIONAL CAPITAL CONTRIBUTIONS OF TEJON (ADDED AS SECTION 4.4M OF THE AGREEMENT)


M     Additional Cash Contributions of Tejon.


(1)     Once DMB has funded the entire DMB Threshold Entitlement Contributions, Tejon shall fund pari passu with DMB pursuant to Section 4.2B fifty percent (50%) of all amounts necessary to fund the operations of the Company in accordance with the Entitlement Business Plan and the Development Business Plan or as otherwise Approved by the Executive Committee.


(2)     Amounts funded by Tejon pursuant to Section 4.4M(l) during the Entitlement Stage shall be referred to herein as Tejon's "Shared Entitlement Contributions". Amounts funded by Tejon pursuant to Section 4.4M(l) during the Development Stage shall be referred to herein as the Tejon's "Shared Development Contributions".


(3)     The Executive Committee acting unanimously may determine in writing signed by all Representatives the amount and timing of contributions of particular portions of the Capital Contributions made pursuant to this Section 4.4M; provided, however Tejon's obligation for its Shared Entitlement Contributions and Shared Development Contributions shall not cumulatively exceed Seventy Million Dollars ($70,000,000).  Any such determination(s) shall constitute binding obligations of the Members, shall not be subject to Progress Deadlock and may not be overruled or otherwise altered by mediation pursuant to Section 7.1C.



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EXHIBIT "C"


DISTRIBUTIONS OF AVAILABLE CASH (REPLACING SECTION 6.1A THROUGH 6.1D OF THE ORIGINAL AGREEMENT)


6.1.     Definitions and Distributions.


A.     First Level.  First, for the payment of any Member Loans (including any interest accrued thereon);


B.     Second Level.  Second, pari passu to Tejon and DMB in accordance with the ratio of(i) Tejon's Initial Capital Contribution of $27,000,000 less the $13,500,000 distributed to Tejon pursuant to Section 4.1 ("Tejon Second Level Contributions"),  to (ii) the sum of DMB's Initial Capital Contribution and its DMB Threshold Entitlement Contributions (such sum, the "DMB Second Level Contributions"),  until DMB has recovered the DMB Second Level Contributions and received a 20% return, compounded quarterly, on the DMB Second Level Contributions and Tejon has recovered the Tejon Second Level Contributions and received a 20%  return, compounded quarterly on the Tejon Second Level Contributions;


C.    Third Level.  Third, 50% to Tejon and 50% to DMB until Tejon and DMB have recovered their respective Shared Entitlement Contributions and received a 20% return, compounded quarterly, on their respective Shared Entitlement Contributions;


D.     Fourth Level.  Fourth, 50% to Tejon and 50% to DMB until Tejon has recovered the amount of its Property Contribution and received a 20% return, compounded quarterly, on the amount of its Property Contribution;


E.    Fifth Level.  Fifth, 50% to Tejon and 50% to DMB until Tejon and DMB have recovered their respective Shared Development Contributions and received a 12% return, compounded quarterly, on their respective Shared Development Contributions;


F.     Sixth Level.  Sixth, 50% to Tejon and 50% to DMB until DMB has received under this Section 6.1F together with the distributions under (i) Sections 6.1B, 6.1C and 6.1E relating to return on capital (but not return of capital) and (ii) Section 6.1D, a cumulative return of 20%, compounded quarterly, on the sum of its Initial Capital Contributions and its DMB Mandatory Additional Contributions;


G.     Seventh Level.  Last, to the Members, pro rata 60% and 40% to DMB.

















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EXHIBIT "D"


HYPOTHETICAL DISTRIBUTIONS UPON CONDEMNATION (REPLACING SECTION  4.4H, LEVELS (1) THROUGH (5) OF THE ORIGINAL  AGREEMENT)








		
	(1) 
	First Level.  First, for the payment of any Member Loans (including any interest accrued thereon);




(2)     Second Level.  Second, pari passu to Tejon and DMB in accordance with the ratio of
(i) Tejon's Initial Capital Contribution of$27,000,000 less the $13,500,000 distributed  to Tejon pursuant to Section 4.1 ("Tejon Second Level Contributions"),  to (ii) the sum of DMB's Initial Capital Contribution and its DMB Threshold  Entitlement  Contributions (such sum, the "DMB Second Level Contributions"),  until DMB has recovered the DMB Second Level Contributions and received a 20% return, compounded  quarterly, on the DMB Second Level Contributions and Tejon has recovered the Tejon Second Level Contributions and received a 20%  return, compounded  quarterly on the Tejon Second Level Contributions;


		
	(3) 
	Third Level.  Third, 50% to Tejon and 50% to DMB until DMB has received under this Section 4.4H(3), an amount equal to all of its Shared Entitlement  Contributions and Shared Development  Contributions, and received a cumulative return of 20%, compounded  quarterly, on its DMB Shared Entitlement  Contributions and Shared Development  Contributions;




		
	(4) 
	Fourth Level.  Fourth, 100% to Tejon until Tejon has received distributions under this Section 4.4H(4) that, together with Sections 4.4H(2) and 4.4H(3), cumulatively total the Condemnation  Threshold;  and




(5)     Fifth Level.  Last, to the Members, pro rata 50% to Tejon and 50% to DMB,



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EXHIBIT "E"


TAX APPENDIX A
ALLOCATION OF PROFITS AND LOSSES/REGULATORY ALLOCATIONS


1.1     Allocations of Profits and Losses.


(a)     General.  All allocations for each Fiscal Year shall be allocated among the Members as necessary to cause each Member's Capital Account balance as of the end of each fiscal year to equal as nearly as possible such Member's Target Capital Account Balance.  The rules set forth in this Appendix A shall apply for purposes of determining  each Member's allocable share of the items of income, gain, loss and expense of the Company comprising Profits or Losses of the Company for each fiscal year, determining  special allocations of other items of income, gain, loss and expense, and adjusting the balance of each Member's Capital Account to reflect the aforementioned general and special allocations.


(b)     Target Capital Account/Hypothetical Liquidation.   Items of income, expense, gain and loss of the Company comprising  Profits or Losses for a Fiscal Year shall be allocated among the persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the Target Capital Account Balance of such Member ("Target Capital Account Balance").  The Target Capital Account Balance amount shall be the excess (which may be a negative amount) of:


(i)     the amount of the hypothetical  distribution  (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal to their Book Values (determined  under Treasury Reg. § 1.704-1 as of the end of such fiscal year), taking into account any adjustments  thereto for such fiscal year, (y) all Company liabilities  were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Book Values of the asset or assets securing such Nonrecourse liability determined  under Treasury  Reg. § 1.704-1 as of the end of such Fiscal Year), and (z) the net proceeds thereof of such hypothetical  transactions  and all remaining available cash of the Company  (after the hypothetical  satisfaction  of such liabilities)  were distributed in full to the Members pursuant to Section 6 of the Agreement,  over


(ii)     the sum of (x) the amount, if any, without duplication,  that upon such hypothetical liquidation  such Member would be treated as being obligated to restore for purposes of such Member's Minimum Gain Share, and (y) such Member's share of Member Nonrecourse Debt Minimum  Gain determined pursuant to Treasury Reg. § 1.704-2(i)(5), all computed as of the hypothetical  sale date described in Section 1.1(b)(i) above.


1.2     Special Allocations.   The following special allocations shall be made in the following order:


(a)     Minimum Gain Chargeback.   Except as otherwise provided in Regulations
Section 1.704-2(£)(2)-(5),  notwithstanding any other provision of this Appendix A if there is a net decrease in Company Minimum  Gain during any Fiscal Year, each Member shall be specially 

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allocated items of Company income and gain for such Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations  Section 1.704-2(g). Allocations  pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto.  The items to be so allocated shall be determined  in accordance with Regulations  Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 1.2(a) is intended to comply with such Sections of the Regulations  and shall be interpreted  consistently  therewith.


(b)     Member-Related Minimum Gain Chargeback.   Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provisions of this Appendix A, if there is a net decrease in Member-Related Nonrecourse Debt Minimum Gain attributable to a Member Related Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(3), during any Fiscal Year, each Member who has a share of the Member­-Related Nonrecourse Debt Minimum Gain attributable to such Member-Related Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Year (and, if necessary, subsequent  Fiscal Years) in an amount equal to such Member's share of the net decrease in Member-Related Nonrecourse Debt Minimum Gain attributable to such Member-Related Nonrecourse Debt, determined  in accordance with Regulations  Section 1.704-2(i)(4). Allocations  pursuant to the previous sentence shall be made in proportion  to the respective amounts required to be allocated to each Member pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations  Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 1.2(b) is intended to comply with Regulations Section 1.704-2(i)  and shall be interpreted  consistently therewith.  The allocation  required by this Section 1.2(b) will be made after any allocation required by Section 1.2(a) but before any other allocation for the Fiscal Year.


(c)     Member-Related Nonrecourse Debt. Any item of Company loss, deduction or expenditure  under Code Section 705(a)(2)(B) attributable  to Member-Related Nonrecourse Debt shall be allocated in accordance  with Regulations Section 1.704-2(i)  to the Member who bears the economic risk of loss for such debt.


(d)     Qualified Income Offset.  In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Regulations  Sections 1.704- l(b)(2)(ii)(d)(4), (5) or (6) resulting in an Adjusted Capital Account Deficit for such Member, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible.  The items to be allocated will be determined in accordance with Regulations  Section 1.704-1(b)(2)(ii)(d)(6).  This Section 1.2(d) is intended to comply with Regulations  Section 1.704-1(b)(2)(ii)(d) and will be applied and interpreted  in accordance with such Regulation;  provided, that an allocation pursuant to this Section 1.2(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations  provided for in this Appendix A have been tentatively made as if this Section 1.2(d) were not in the Agreement.


(e)     Preventive Allocation.   In the event any Member has a deficit Capital
Account at the end of any Company Fiscal Year which is in excess of the sum such Member is

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obligated pursuant to this Agreement or pursuant to Regulations  Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections
1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of
Company income and gain (consisting of a pro rata portion of each item of Company income and gain) in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 1.2(e) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Appendix A have been tentatively made as if this Section 1.2(e) and Section 1.2(d) were not in this Agreement.


(f)     Basis Adjustment  to Company Assets.  To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining  Capital Accounts, the amount of such adjustment  to the Capital Accounts shall be treated as an item of gain (if the adjustment  increases the basis of the asset) or loss (if the adjustment  decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent  with the manner in which their Capital Accounts are required to be so adjusted.


1.3     Curative Allocations.   The allocations set forth in Section 1.2 hereof (the "Regulatory
Allocations") are intended to comply with certain requirements of Regulations Section 1.704-
1(b) and 1.704-2.  Notwithstanding any other provisions of this Appendix A (other than the Regulatory  Allocations), the Regulatory  Allocations  shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of such other items and the Regulatory  Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member in each Company Fiscal Year if the Regulatory  Allocations  had not occurred. Notwithstanding the preceding sentence, Regulatory  Allocations relating to Member-Related Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Member-Related Nonrecourse Debt Minimum  Gain.  Allocations  pursuant to this Section 1.3 shall be deferred with respect to allocations pursuant to Member-Related Nonrecourse Debt Minimum  Gain above to the extent the Members reasonably determine that such allocations are likely to be offset by subsequent  Regulatory  Allocations.


1.4     Other Allocation Rules.


(a)     In the event Members are admitted to the Company pursuant to this Agreement on different dates, Company items of income, gain, loss, deduction and credit allocated to the Members for each Company taxable year during which Members are so admitted shall be allocated among the Members in proportion to their respective interests in the Company during such Company taxable year using any convention  permitted by Code Section 706 and selected by the Members.


(b)     In the event a Member transfers its Interest during a Company taxable year, the allocation of Company items of income, gain, loss, deduction  and credit allocated to such Member and its transferee for such Company taxable year shall be made between such



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Member and its transferee in accordance with Code Section 706 using any convention permitted by Code Section 706 and selected by the Members.


(c)     For purposes of Regulations  Section 1.752-3(a)(3), the Members agree that Nonrecourse  Liabilities of the Company in excess of the amount of Member-Related Nonrecourse Debt Minimum Gain, shall be allocated in each Company taxable year (i) to the extent of the total amount of built-in gain (as defined in Regulations Section 1.752-3(a)(2), taking into account how the Members would share taxable gain if the Company, in a taxable transaction, disposed of all of its property in full satisfaction  of its Nonrecourse  Liabilities and for no other consideration,  and (ii) to the extent of any remaining Nonrecourse Liabilities, in accordance with how the Members reasonably expect that the deductions  attributable  to such remaining Nonrecourse Liabilities will be allocated among the Members.


(d)     To the extent permitted by Regulations  Sections 1.704-2(h)(3) and 1.704-
2(i)(6), the Members shall endeavor to treat distributions as having been made from the proceeds of a Nonrecourse  Liability or a Member-Related Nonrecourse Debt only to the extent that such distribution  would not cause or increase an Adjusted Capital Account Deficit for any Member.


1.5     Tax Allocations and Tax Treatment of Contributions: Code Sections 704(c), 707.


(a)     Except as otherwise provided in this Section 1.5, all items of Company income, gain, loss, deduction and credit for federal and applicable state and local income tax purposes shall be allocated among the Members in the same manner as they share correlative Profits, Losses or Company items of income, gain, loss or deduction, as the case may be, for the Company taxable year. Allocations  pursuant to this Section 1.5 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses or other items or distributions pursuant to any provision of this Agreement.


(b)     In accordance with Code Section 704(c) and the Regulations  there under, but solely for income tax purposes, income, gain, loss and deduction with respect to any property contributed to the capital of the Company (including income, gain, loss and deduction determined with respect to the alternative  minimum  tax) shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value, including, but not limited to, special allocations to a contributing Member that are required under Code Section 704(c) to be made upon distribution  of such property to any of the non-contributing Members.  Further, in the event the Gross Asset Value of any Company  asset is adjusted pursuant to paragraph (iii) of the definition of "Gross Asset Value" contained herein, such that "reverse section 704(c) allocations" are required under Regulations  Section 1.704-3(a)(6), then solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset (including income, gain, loss and deduction determined  with respect to the alternative minimum tax) shall take account of any variation between the adjusted basis of such asset (including such adjusted basis for alternative minimum tax purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations  there under.


        

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(c)     Allocations  under Section 1.5(c) with respect to the Existing Property contributed  to the Company by Tejon shall be made in accordance with the "remedial allocation method," as described in Regulations  Section 1.704-3(d), and shall take into account all adjustments  to the Gross Asset Value of the Existing Property under Section 1.6(e)(i)  of this Appendix A.  Subject to the immediately preceding  sentence, any elections or other decisions relating to allocations under Section  1.5(b), including the selection of any allocation  method permitted under Regulations  Section 1.704-3, shall be made as approved by the Members in any manner that reasonably reflects the purpose and intention  of this Agreement.


d)     If any taxable item of income or gain is computed differently from the taxable item of income or gain which results for purposes of the alternative  minimum  tax, then to the extent possible, without changing the overall allocations of items for purposes of either the Members' Capital Accounts  or the regular income tax (i) each Member shall be allocated items
of taxable income or gain for alternative minimum  tax purposes taking into account the prior
allocations of originating  tax preferences or alternative minimum  tax adjustments  to such Member (and its predecessors) and (ii) other Company items of income or gain for alternative minimum tax purposes of the same character that would have been recognized,  but for the originating tax preferences or alternative minimum  tax adjustments, shall be allocated  away from those Members that are allocated  amounts pursuant to clause (i) so that, to the extent possible,
the other Members are allocated the same amount, and type, of alternative minimum  tax income and gain that would have been allocated  to them had the originating  tax preferences  or alternative minimum tax adjustments  not occurred.


(e)     In the event that (i) the Code or any Regulations  require allocations of items of income, gain, loss or deduction  different from those set forth in this Tax Appendix  A or (ii) the TMP reasonably determines that it is necessary or appropriate to modify the manner in which such allocations are to be made pursuant to this Tax Appendix  A, the TMP based on the advice of the Company's tax advisors may make new allocations,  subject to the requirements of the Code and the Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member.


1.6     Definitions


(a)     "Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant
taxable year of the Company, after giving effect to the following adjustments:


(i)     Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations  Sections 1.704-2(g)(l) and 1.704-2(i)(5); and


(ii)     Debit to such Capital Account the items described in Regulations
Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5) and 1.704-l(b)(2)(ii)(d)(6).

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The foregoing definition of Adjusted Capital Account Deficit is intended
to comply with the provisions of Regulations Section 1.704-l(b)(2)(ii)(d) and shall be interpreted consistently  therewith.


(b)     "Book Capital Account" means, with respect to each Member, the Capital Account maintained  for such Member in accordance with this Appendix A and with any applicable provisions of the Agreement.


(c)     "Capital Account" means, with respect to each Member, the single capital account of that Member determined in accordance with this definition and the rules set forth in Regulations Section 1.704-l(b)(2)(iv).


(i)     Subject to the previous sentence, Capital Account means the amount of money contributed by such Member to the capital of the Company, increased by the Gross Asset Value of any property contributed by such Member to the capital of the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code) and the amount of any Profits allocated to such Member, and decreased by the amount of money distributed  to such Member by the Company (exclusive of a guaranteed payment within the meaning of Section 707(c) of the Code), the Gross Asset Value of any property distributed  to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code)  and the amount of any Losses allocated to such Member.


(ii)     In the event of a distribution  to a Member that gives rise to the adjustment  to the adjusted tax basis of Company property under Section 734 of the Code, the Capital Account of such Member in the event the distribution  is in liquidation of such Member's Interest, or the Capital Accounts of the Members in the event the distribution  is not in liquidation of such Member's Interest, shall be adjusted by the amount of such adjustment  to the adjusted tax basis of Company property in accordance with the provisions of Treasury Regulation  Section 1.704-1(b)(2)(iv)(m).


(iii)     In the event the Gross Asset Values of Company assets are adjusted pursuant to the terms of this Agreement, the Capital Accounts of the Members shall be adjusted simultaneously to reflect the aggregate net adjustment  as if the Company recognized gain or loss equal to the amount of such aggregate net adjustment  and such gain or loss was allocated to the Members pursuant to the appropriate provisions of this Agreement.


(iv)     The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b)  and the Regulatory Allocations,  and shall be interpreted and applied in a manner consistent with such Regulations.


(v)     Any Transferee  Member shall succeed to the Capital Account, Preferred Return Amount and other economic attributes of the transferor Member to the extent related to the Interest transferred.



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(d)     "Company  Minimum Gain" has the same meaning as "partnership minimum gain" set forth in Regulations  Sections 1.704-2(b)(2) and shall be computed as provided in Regulations Section 1.704-2(d).


(e)     "Gross Asset Value" means, with respect to any asset, such asset's adjusted basis for federal income tax purposes, as adjusted from time to time to reflect the adjustments  that are required or permitted by, or are consistent with, Regulations Section 1.704-
1(b)(2)(iv)(d)-(g), (j)-(n), and (p)-(r); provided, however, that:


(i)     The Members have agreed that the Gross Asset Value of the Existing Property shall equal $30,000,000. Upon Tejon's conveyance of the Existing Property to the Company pursuant to Section 4.4L of the Agreement (and not before), Tejon's Book Capital Account and shall be increased  by the Gross Asset Value of the Existing Property.  The Members' agreement with respect to the Gross Asset Value of the Existing Property reflects the difficulty of determining  the value of the Existing Property and has been arrived at through arms'-length negotiations.


(ii)     Subject to clause (i) immediately above, the initial Gross Asset Value of any asset contributed  by a Member to the Company shall be the initial fair market value of such asset as agreed to by the contributing Member and the other Members.


(iii)     The adjustments permitted pursuant to an event described  within Regulations Section 1.704-l(b)(2)(iv)(f)(5) (excluding the liquidation of the Company described therein) shall be made only if the Members reasonably determine that such adjustments  are necessary or appropriate  to reflect the relative economic interests of the Members in the Company.


(f)     "Member-Related Nonrecourse  Debt" has the same meaning as "partner nonrecourse debt" set forth in Regulations Section 1.704-2(b)(4).


(g)     "Member-Related Nonrecourse  Debt Minimum Gain" means an amount, with respect to each Member-Related Nonrecourse Debt, equal to the Company Minimum  Gain that would result if such Member-Related Nonrecourse Debt were treated as a Nonrecourse Liability, determined  in accordance with Regulations Section 1.704-2(i)(3).


(h)     "Member Nonrecourse  Deductions" has the same meaning as "partner nonrecourse deductions" set forth in Regulations Sections 1.704-2(i)(l) and 1.704-2(i)(2). The amount of Member-Related Nonrecourse Deductions  with respect to a Member-Related Nonrecourse Debt for any Company taxable year equals the excess, if any, of the net increase, if any, in the amount of Member-Related Nonrecourse Debt Minimum  Gain attributable to such Member-Related Nonrecourse Debt during such Company taxable year over the aggregate amount of any distributions during such Company taxable year to the Member that bears the economic risk of loss for such Member-Related Nonrecourse Debt to the extent such distributions are from the proceeds of such Member-Related Nonrecourse Debt and are allocable to an increase in Member-Related Nonrecourse Debt Minimum  Gain attributable to such Member-Related Nonrecourse Debt determined in accordance with Regulations  Section 1.704-2(i).


          (i)     "Nonrecourse Liability" has the same meaning given such term inRegulations Section 1.704-2(b)(3).

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(j)    "Profits" and "Losses" and reference to any item of income, gain, loss or deduction thereof means, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 702(a) shall be included in taxable income or loss), with the following adjustments:


            (i)     Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Appendix A shall be added to such taxable income or loss;


(ii)     Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)  expenditures pursuant to Regulations Section 1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits and Losses pursuant to this Tax Appendix A, shall be subtracted from such taxable income or loss;


(iii)     In the event the Gross Asset Value of any Company asset is adjusted pursuant to any provision of this Agreement other than Section 1.6(e)(i), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; and the amount of such adjustment shall be taken into account in determining depreciation  on such asset for purposes of computing Profits or Losses;


(iv)     Notwithstanding any other provision of this Appendix A, any items which are specially allocated pursuant to Appendix A, Section 1.2 or Section 1.3 shall not be taken into account in computing Profits or Losses.


       (k)     "Regulatory Allocations" has the meaning set forth in Appendix A, Section 1.3.

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THIRD  AMENDMENT TO


LIMITED LIABILITY  COMPANY AGREEMENT 


OF


TEJON MOUNTAIN  VILLAGE LLC


THIS THIRD AMENDMENT TO LIMITED  LIABILITY  COMPANY AGREEMENT OF TEJON  MOUNTAIN  VILLAGE LLC (this "Amendment") is made and entered into as of Nov. 18, 2009 by and between TEJON RANCHCORP, a California corporation ("Tejon"), and DMB TMV LLC, an Arizona limited liability company ("DMB"). Tejon and DMB are hereinafter referred to collectively as the "Members" and individually as each or any "Member".


RECITALS


A.  The Members entered into that certain Limited Liability Company Agreement of Tejon Mountain  Village LLC on May  19, 2006, as amended  by  that certain  First Amendment  to Limited Liability Company Agreement of Tejon Mountain Village LLC made as of November 29, 2006 and that certain Second Amendment to Limited Liability Company Agreement of Tejon Mountain  Village  LLC  made  as  of  August   13,  2008 (collectively, the "Agreement"). Capitalized terms not defined herein shall have the meanings ascribed hereto in the Agreement.


B. Section 4.4.J of the Agreement provides that the Existing Property and the Mitigation Land shall be subject to the Condor HCP (referenced in Sections 4.4(A)(l)  and (J) of the Agreement), and the Members now desire to amend the Agreement to reflect that the Condor HCP has been replaced and superseded by the Tehachapi Upland Multiple Species Habitat and Conservation  Plan (the "TUMSHCP"),  to describe  a  process for  the sharing  of duties  and obligations under the TUMSHCP and to provide for the execution of a separate Cooperation and Indemnification Agreement.


AGREEMENT


NOW,  THEREFORE,  in  consideration  of   the  mutual  covenants   and  agreements contained herein, the parties hereto, being duly sworn, do hereby agree and certify as follows:


I.      Defined  Terms.    Section  1.1  of  the  Agreement  (Defined  Terms)  is  hereby amended to add the following new definitions:


"Annual Compliance Report" shall have the meaning given such term in Section
4.4.J(vi).



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"Compliance Report Date" shall  have the meaning given such  term in Section
4.4.J(vi).


"Implementing Agreement"  shall  mean  that certain  Implementing  Agreement  by and between Tejon Ranchcorp and the U.S. Fish and Wildlife Service  concerning the  "Tehachapi  Upland  Multi  Species  Habitat  Conservation   Plan,"  released  in draft on January 23, 2009.


"Incidental  Take  Permit"  shall  mean  the  permit  granted  by  the U.S.  Fish  and Wildlife Service to Tejon pursuant to the TUMSHCP.


"TUMSHCP"  shall mean that certain Tehachapi  Upland Multiple Species  Habitat and Conservation  Plan, prepared for Tejon Ranchcorp by Dudek, with technical assistance  from  the U.S. Fish and Wildlife Service, released in draft on January 23,2009.


"TUMSHCP  Duties" shall  have the meaning  given such term in Section  4.4.J(v) herein.


"Third Amendment  Effective Date" shall mean [ Nov. 18, 2009].


2.         TUMSHCP.    All  references  in  the  Agreement  to  the  term  "Condor  HCP"  are hereby deleted in their entirety and replaced with the term "TUMSHCP."


3.         Additional  Contributions  of Tejon.    Section  4.4.J  of  the  Agreement  is  hereby amended and restated as set forth on Exhibit "A" hereto, which is incorporated  by reference as if fully set forth herein.


4.         Continuing  Effectiveness.   Except  to the extent specifically  herein  amended,  the Agreement shall continue  unmodified  and in full force and effect. In the event of any conflict between  the provisions of the Agreement  and the provisions of this Amendment,  the provisions of this Amendment shall control.


5.         Counterparts.   This Amendment  may be executed  in several counterparts, and all so executed shall constitute  one agreement,  binding on all of the parties hereto, notwithstanding that all of the parties are not signatory  to the original or the same counterpart.




[Signatures appear on following page.]



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IN WITNESS WHEREOF, the parties hereto have executed  this Amendment as of the day and year first above written.




TEJON:


TEJON RANCHCORP, a California 
corporation


By: /s/ Robert A. Stine
Name: Robert A. Stine
Its: President and Chief Executive Officer


By: /s/ Joseph E. Drew
Name: Joseph E. Drew
Its: Senior Vice President, Real Estate




DMB:


DMB TMV LLC, an Arizona limited liability company


By: DMB ASSOCIATES, INC., an Arizona Corporation, its Manager


By: /s/ Eneas A. Kane
Name: Eneas A. Kane
Its: President & CEO







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EXHIBIT "A"


ADDITIONAL CONTRIBUTIONS OF TEJON 
(REPLACING SECTION 4.4.J. OF THE AGREEMENT)


4.4.  Additional Contributions of Members.


J.          The Members acknowledge that the Existing Property and any Mitigation Land are subject to the terms of the TUMSHCP, which, as of the Third Amendment Effective Date, is in draft form.  The Members shall cooperate in the process of finalizing the TUMSHCP, the Implementing Agreement and the Incidental Take Permit and agree that any changes to such documents that would materially and adversely affect the development of the Master Project shall be subject to the prior Approval of the Executive Committee, which Approval shall not unreasonably be withheld.   During the Development Stage, the costs associated with the staff biologist required following the commencement of construction of the Master Project will be included in the Development Budget.  Staff biologist costs should be limited to those relating only to the Master Project and the biologist's costs will be allocated accordingly.  Tejon and DMB further agree as follows:


(i)           The  mitigation  lands  identified  in  the  TUMSHCP  that  are  Dedicated  Conservation Easement Areas under Section 1.43 of the Tejon Ranch Conservation and Land Use Agreement shall not be considered "Mitigation Lands" subject to Section 9 of this Agreement.


(ii)           Within five (5) days after issuance of the Incidental Take Permit to Tejon from the U.S. Fish and Wildlife Service, Tejon agrees to issue to the Company a Certificate of Inclusion (as defined in Section 3.6 of the Implementing Agreement and as contemplated by Section 2.2.4 of the TUMSHCP), and further agrees to promptly issue Certificate(s) of Inclusion to others identified by the Development Manager.


 (iii)            In the event  the issuance of  the TUMSHCP,  the Implementing Agreement  and/or the Incidental Take Permit  is challenged,  the Company  shall  have  the right,  but  not  the obligation,  to participate  in  any  associated  litigation  and  to  develop  a  joint  strategy,  mutually  acceptable  to  the Company and Tejon, for defending or otherwise responding to such litigation. Tejon shall not voluntarily settle  or  abandon  the  defense  of  the litigation  without  the  prior  written  consent  of  the  Executive Committee of the Company.


(iv)           The  Members  agree  that  maintaining the  TUMSHCP,  Implementing  Agreement  and Incidental Take Permit in full force and effect is in the mutual interest of each Member, and the Company. Neither  the Company  nor any Member shall perform, or  authorize any employee,  agent,  lessee or contractor to perform, any act or omission which would violate the TUMSHCP, Implementing Agreement or Incidental Take Permit, or  cause the Incidental Take Permit to be terminated, revoked, withdrawn or surrendered. The 

24




Company and each Member shall promptly notify the Executive Committee of any receipt of any oral or written notice from, or oral or written correspondence or communication with, the U.S. Fish and Wildlife Service regarding any alleged or potential take, any failure or alleged failure of Tejon or any other party to comply with the TUMSHCP, or communication regarding the actual or threatened termination, revocation or suspension or prospective termination, revocation or suspension of Tejon's permit.  Each Member, and the Company, shall have the right to participate in any discussions or proceedings  with the U.S. Fish and Wildlife Service regarding  the same (including  any meet and confer obligations  conducted  pursuant  to Section 4.7 of the TUMSHCP) or  any  discussions  or  proceedings conducted  in order to implement, modify or affect any duties and obligations required by the TUMSHCP.


(v)            Each  of Tejon  and  the Company  shall  use its diligent  and good  faith  efforts  to perform those duties and obligations required  by the TUMSHCP  (the "TUMSHCP Duties").  Each of Tejon and the Company  will reasonably cooperate with each other in the performance of the TUMSHCP Duties.


      (vi)            The Company shall deliver  to Tejon information  from  its project  biologists necessary  for Tejon  to prepare  the annual monitoring  and compliance  reports required  under Sections  4.5.2, 7.3.1 and 7.3.2 of the TUMSHCP  (the "Annual Compliance  Report"), no fewer  than sixty (60) days prior to the date on which such reports are due to the U.S. Fish and Wildlife Service  ("Compliance Report Date"). Tejon  and  the  Company  shall  thereafter  collaborate  as  appropriate  to complete  and  submit  the  final Annual Compliance  Report.


(vii)            Tejon and the Company shall promptly exchange  for review and comment a copy of each management  plan that encompasses  the Tejon Mountain  Village Specific  Planning Area (as defined under the TUMSHCP) and  other  area(s)  of  the  Conserved  Lands,  and  a  copy  of  conservation  easement(s) prepared  to comply  with the TUMSHCP, Implementing  Agreement  and/or  Incidental  Take Permit,  and shall thereafter collaborate as appropriate in finalizing such documents.


(viii)             If the U.S. Fish and Wildlife Service violates or breaches the TUMSHCP, the Implementing  Agreement and/or the Incidental Take Permit, the Members  agree to immediately meet and confer  with  the Executive  Committee  of  the Company  in order  to develop  with  the Company  a joint strategy  to respond to such violations or breach by the U.S. Fish and Wildlife Service. Tejon shall have the sole and exclusive right to determine whether to take action at its sole expense against such violations or breach and to object to or take legal action against the U.S. Fish and Wildlife Service. If Tejon decides to  take  legal  action,  Tejon  shall  receive  and  retain  all  monetary  awards,  judgments,  damages,   and settlement  proceeds received from any such actions it takes.  If Tejon decides to not pursue such an action against the U.S. Fish and Wildlife Service,  the Company shall have the right, but not the obligation,  at its own  expense,   to  pursue  an enforcement   action,  and  the  Company  shall  retain  all  monetary  awards, judgments, damages, and settlement proceeds.  If the parties pursue an action collectively,  the parties shall equally  bear all costs, attorneys'  fees, and expenses  associated with the action, and any monetary awards, judgments,  damages,  or  settlement  proceeds  shall  be distributed  to Tejon  and  the  Company  in  

25




equal amounts.   In no event shall any Member  or the Company  take any action that would adversely  affect the Company's  ability to continue developing  the project pursuant to applicable  provisions of the TUMSHCP, the Implementing Agreement and/or the Incidental Take Permit.   If either Tejon or the Company pursues an action against the U.S. Fish and Wildlife Service pursuant to this section of the Agreement, it will keep the other party promptly informed of all developments  in the action, and the Company shall have the right to approve  overall  litigation  strategy  and  the settlement  of any such  actions,  such  approval  not  to be unreasonably  withheld.   Each party agrees,  at the request of the other party, to reasonably cooperate  and assist in the prosecution and/or defense of any such action against the U.S. Fish and Wildlife Service at its own expense.   The Company may also participate  in negotiations of, and enforce  (either independently  or on behalf of Tejon),  contracts and leases with third parties as they relate to either the Master Project or to the  terms,  provisions,  or  continued  validity  of  the TUMSCHP, Implementing   Agreement,  and/or  the Incidental Take Permit in relation to the Master Project.


(ix)          Each   Member   and   the  Company   shall   execute   a  Cooperation   and   Indemnification Agreement in a form to be negotiated in good faith between the Members.


(x)           The Members each appoint their Executive Committee Representatives  to act as their respective agents for the limited  purpose of allocating among the Members and the Company the costs and expenses of establishing and implementing the TUMSHCP. Company  management, or a Representative, may recommend  to the full Executive Committee a proposed allocation of TUMSHCP costs by a copy of the proposed cost allocation to all of the Representatives on the Executive Committee for consideration  at the next scheduled  meeting of the Executive Committee.  The Executive Committee shall take action on cost allocations at that or a later scheduled  meeting.  To the extent that a cost allocation  requires separate payment directly from a Member, upon the unanimous approval of the Member's Executive Committee Representatives, the Member shall undertake such obligation as a direct, independent obligation of the Member, separate from the Company.   A Member may veto the undertaking by its Executive Committee  Representatives of its independent share of such cost allocation  by providing written notice to the Executive Committee  no later than thirty (30) days after the date the Member's Representatives  unanimously  approved the cost allocation.  At the written request of a Member's Representative,  the Members shall execute an amendment to this Agreement memorializing  the cost allocation decisions  previously approved by the action of the Executive Committee and/or the Member's Representatives.











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FOURTH AMENDMENT TO


LIMITED LIABILITY COMPANY AGREEMENT


OF


TEJON MOUNTAIN VILLAGE LLC








THIS  FOURTH  AMENDMENT TO  LIMITED  LIABILITY COMPANY AGREEMENT OF TEJON MOUNTAIN VILLAGE LLC (this "Amendment"), is made and entered  into as of July 19, 2011 and between TEJON RANCHCORP,  a California corporation ("Tejon"), and DMB TMV LLC, an Arizona limited liability company ("DMB").


RECITALS


A.        WHEREAS,  the Company was formed  pursuant  to  a Certificate  of  Formation filed with the Secretary of State of Delaware on March 29, 2006 in accordance with the Act.


B.        The Members entered into that certain Limited Liability Company Agreement of Tejon Mountain Village LLC on May 19, 2006 (the "Original Agreement"). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Original Agreement.


C.         The Original Agreement was modified pursuant to the terms of that certain First Amendment to Limited Liability Agreement of Tejon Mountain Village LLC (the "First Amendment") dated as of  November 29, 2006, that Second  Amendment  to Limited Liability Company Agreement of Tejon Mountain Village LLC dated as of August 13, 2008 (the "Second Amendment") and the Third Amendment to Limited Liability  Company Agreement of Tejon Mountain  Village  LLC  dated  as  of  November  18,  2009  (the  "Third  Amendment").   The Original  Agreement, First Amendment, Second  Amendment and Third Amendment are hereinafter collectively referred to as the "Agreement".


D.        The  Members   desire  to  modify  certain terms of  the  Agreement as more particularly set forth herein.


AGREEMENT
NOW,   THEREFORE,    in  consideration  of   the  mutual   covenants   and  agreements contained herein, the parties hereto, being duly sworn, do hereby agree to amend the Agreement as follows:


ARTICLE I 
CAPITAL CONTRIBUTIONS


1.1       Required  Additional  Capital   Contributions  of  Tejon.     Section  4.41 of  the Agreement is hereby amended and restated as follows: "The parties agree that the value ascribed to the Existing  Property upon contribution to the Company shall be Thirty-Four  Million Five Hundred 

27




Thousand Dollars ($34,500,000) (the "Property Contribution").   Upon Tejon's contribution  of the Existing Property to the Company, Tejon shall  receive credit  to its Book Capital Accow1t in an amount equal to the Property Contribution."


ARTICLE II MISCELLANEOUS


2.1       Continuing Effectiveness.   Except to the extent specifically herein amended, the Agreement shall continue unmodified and in full force and effect.   In the event of any conflict between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.


2.2       Counterparts.  This Amendment may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpat1.  Each counterpart may be delivered by facsimile or pdf with the same effect as delivery of the originals.






[signatures begin on next page]





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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.


TEJON:


TEJON RANCHCORP, a California corporation


By: /s/ Robert A. Stine
Robert A. Stine, its President and CEO


By: /s/ Allen E. Lyda
Name: Allen E. Lyda
Title: CFO




DMB:


DMB TMV LLC,
an Arizona limited liability company


By: DMB ASSOCIATES, INC.,
an Arizona Corporation, 
its Manager


By: /s/ Mark Kehke
Name: Mark Kehke
Title: EVP



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