EXHIBIT
3.2





SECOND
AMENDED AND RESTATED OPERATING AGREEMENT


OF


LINCOLNWAY
ENERGY, LLC





THIS
SECOND AMENDED AND RESTATED OPERATING AGREEMENT ("Agreement") is made and
entered into as of the date set forth above the signatures to this Agreement, by
and among the Members (as that term is defined in Section 1) of Lincolnway
Energy, LLC (the "Company").





RECITALS:





A.
            The
      Members have elected to have the Company be subject to the Iowa Act (as
      that term is defined in Section 1).





B.
            As
      part of that election, the Members desire to enter into this Agreement to,
      in general, govern the relations among the Members and between the Members
      and the Company, the rights and duties of the Directors, the activities of
      the Company, and the conduct of those activities, and with this Agreement
      to be effective automatically upon the filing of the Restatement of the
      Certificate of Organization of the Company dated the same date as this
      Agreement with and by the Iowa Secretary of State, and to, at that time,
      supersede and replace in entirety the Amended and Restated Operating
      Agreement of the Company dated as of June 29, 2007 (the "Prior Operating
      Agreement").





NOW,
THEREFORE, in consideration of the Recitals and the mutual agreements set forth
in this Agreement, the Members agree as follows:





ARTICLE
1


DEFINITIONS





1.1          Definitions.  The following
terms shall have the following meanings for purposes of this
Agreement:





(a)           Additional
Members.The term
"Additional Members" means, collectively, all Persons who are issued Units (as
that term is defined below) and are admitted as a Member pursuant to the
procedures set forth in Section 9.4.  The term "Additional Member"
means any one of the Additional Members.





(b)           Adjusted
Capital Account.The term
"Adjusted Capital Account" means, with respect to each Member, the Member's
Capital Account (as that term is defined below) as adjusted by the items
described in Sections 1.704-2(g)(1), 1.704-2(i)(5) and 1.704-1(b)(2)(ii)(d)(4),
(5) and (6) of the Treasury Regulations (as that term is defined
below).


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(c) Agreement.The term "Agreement" means
this Second Amended and Restated Operating Agreement, as the same may be amended
or restated from time to time in accordance with this
Agreement.





(d)           Assign,
Assigned and Assignment.The terms
"Assign", "Assigned" and "Assignment" are defined in Section 9.1.





(e)           Capital
Account.The term "Capital
Account" means, with respect to each Member, the capital account of the Member
at the particular time in question, as maintained and adjusted up to the
particular time in question pursuant to Section 7.3.





(f)           Certificate
of Organization.The term
"Certificate of Organization" means the certificate of organization or restated
certificate of organization, as the case may be, of the Company, as the same may
be amended or restated from time to time in accordance with this Agreement, with
the Certificate of Organization as of the date of this Agreement being the
Restatement of the Certificate of Organization dated the same date as this
Agreement.





(g)           Code.  The term "Code"
means the United States Internal Revenue Code of 1986, as amended from time to
time, or corresponding provisions of subsequent superseding United States
federal revenue laws.





(h)           Contribution.The term
"Contribution" means any benefit provided by a Member to the Company in order to
become a member of the Company, whether upon or after the formation of the
Company, or otherwise in the Member's capacity as a member of the
Company.  A Contribution may consist of tangible or intangible
property or any other benefit to the Company which is acceptable to the
Directors, including money, services performed, promissory notes, other
agreements to contribute money or property, and contracts for services to be
performed.





(i)     
      Director.The term
"Director" means any one of the individuals who are elected or appointed as a
director from time to time in the manner provided in this
Agreement.  The term "Directors" means the number of such directors as
is specified or contemplated by the particular provision of this Agreement which
is in question.  As provided in Section 4.17, the Directors are
synonymous with, and shall be deemed for all purposes to be the same as,
"managers" for purposes of the Iowa Act (as that term is defined below) and the
Certificate of Organization.





(j)     
      Distribution.The term
"Distribution" means a transfer of money or property by the Company to a Member
on account of a Unit.





(k)           Fiscal
Year.The term "Fiscal
Year" means the Company's fiscal year, which shall be determined from time to
time by the Directors, but which in the absence of an express determination by
the Directors to the contrary, shall be from the first day of October to the
last day of September.


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(l)      
     Iowa
Act.The term "Iowa
Act" means the Revised Uniform Limited Liability Company Act, Chapter 489 of the
Code of Iowa, as amended or redesignated from time to time.





(m)          Members.The term
"Members" means, collectively, the Persons who are, at the particular time in
question, the record holders of the outstanding Units.  The term
"Member" means any one of the Members, or, if there is only one Member, the sole
Member.





(n)           Net
Losses.The term "Net
Losses" means, for each Fiscal Year, the net losses and deductions of the
Company determined in accordance with accounting principles and methods of
accounting consistently applied from year to year as determined by the
Directors.  The Directors may determine to utilize one method of
accounting for tax purposes of the Company and another for financial and/or
other purposes.  The determination of Net Losses shall not include any
Regulatory Allocations (as that term is defined below).





(o)           Net
Profits.The term "Net
Profits" means, for each Fiscal Year, the net income and gains of the Company
determined in accordance with accounting principles and methods of accounting
consistently applied from year to year as determined by the
Directors.  The Directors may determine to utilize one method of
accounting for tax purposes of the Company and another for financial and/or
other purposes.  The determination of Net Profits shall not include
any Regulatory Allocations.





(p)           Person.The term "Person"
means and includes an individual and any firm, partnership, limited partnership,
limited liability company, limited liability limited partnership, limited
liability partnership, corporation, joint venture, trust, estate, cooperative,
association and any other entity of whatever nature, including public or
governmental bodies, agencies or instrumentalities.





(q) Record.The term "Record"
means information that is inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceivable
form.





(r)           Regulatory
Allocations.The term
"Regulatory Allocations" means the allocations pursuant to Sections 8.1(b), (c),
(d) and (e).





(s)           Substitute
Member.The term
"Substitute Member" means any Person who is an assignee of a Unit and who has
been admitted as a Member with respect to such Unit pursuant to the procedures
set forth in Section 9.2.





(t)    
       Treasury
Regulations.The term
"Treasury Regulations" means the Income Tax Regulations, including temporary
regulations, promulgated under the Code, as such regulations may be amended from
time to time.


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(u)           Units.The term "Units"
means the capital units of the Company.  The term "Unit" means any one
of the capital  units of the Company.





Other
terms which are utilized in this Agreement may be defined in other sections of
this Agreement.




ARTICLE
2


PURPOSE AND DURATION OF THE
COMPANY





2.1          Purpose
of the Company.The Company may
have any lawful purpose, and the Company has the authority to engage in any
lawful business or activity.





2.2          Duration
of the Company.The Company has
perpetual duration and shall continue until dissolved and wound up in accordance
with this Agreement.





ARTICLE
3


CERTIFICATES FOR
UNITS





3.1          Certificates
for Units.Units
may be issued with or without certificates as determined and authorized by the
Directors from time to time.  Any certificates that are issued for
Units shall be in such form as the Directors shall prescribe.  All
Units shall in all events be issued and held upon and subject to all of the
terms and conditions of this Agreement, including Sections 9.1 and 9.2, and the
Directors may require that any certificates that are issued to evidence any
Units shall bear a legend to such effect, in addition to the legend contemplated
by Section 3.8 and any other legends as the Directors may from time to time
require.





3.2          Execution
of Certificates.All certificates
for Units shall be numbered in the order in which they shall be issued and shall
be signed by any two Directors or by the Chairman or the President and also by
the Secretary of the Company.  The signature of a Director or of the
Chairman, the President or the Secretary upon a certificate may be by
facsimile.  In the event any individual who has signed or whose
facsimile signature has been placed upon a certificate for Units shall have
ceased to be a Director or the Chairman, the President or the Secretary, as the
case may be, of the Company before the certificate is issued, the certificate
may be issued by the Company with the same effect as if the individual were a
Director or the Chairman, the President or the Secretary, as the case may be, of
the Company at the date of issue of the certificate.





3.3          Cancellation.  Every certificate
surrendered to the Company for exchange or transfer shall be canceled, and no
new certificate shall be issued in exchange for any existing certificate until
the existing certificate shall have been so canceled, except in cases provided
for in Section 3.4; provided, however, that the Directors may authorize the
issuance of Units without certificates in exchange for any surrendered and
canceled certificate.  Every certificate surrendered to the Company
for transfer shall be properly endorsed for transfer or accompanied by another
transfer document acceptable to the Directors.


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3.4          Lost,
Destroyed, or Mutilated Certificates.  In the event of
the loss, theft or destruction of any certificate for any Unit, another may be
issued in its place pursuant to such regulations as the Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
satisfactory indemnity or bonds of indemnity.





3.5          Unit
Record and Ownership.   A record
shall be kept by the Company of the names and addresses of all Members and the
number of Units held by each Member, and if the Units are represented by
certificates, the respective dates thereof, and in case of cancellation, the
respective dates of cancellation.  The Person in whose name Units
stand on the books of the Company shall be deemed to be the record holder and
owner of such Units and the Member with respect to such Units for all purposes
as regards the Company.





3.6          Assignments
of Units. Assignments of
Units shall be made only on the books of the Company by the record holder of the
Units in question, or by such record holder's attorney in fact who has been
authorized by power of attorney duly executed by the record holder and filed
with the Company, and on surrender of the certificate for such Units, if any,
properly endorsed and the payment of all transfer taxes thereon, if
any.  All Units shall in all events be Assigned only upon and subject
to all of the terms and conditions of this Agreement, including Sections 9.1 and
9.2.





3.7          Regulations.  The Directors may
make such other rules and regulations as the Directors may deem necessary or
appropriate concerning the issue, Assignment and registration of Units, so long
as such rules and regulations are not inconsistent with the Certificate of
Organization, this Agreement or applicable law.





3.8          Article 8
Election.All Units shall
be "securities" governed by Article 8 of the Uniform Commercial Code in any
jurisdiction (i) that has adopted revisions to Article 8 of the Uniform
Commercial Code substantially consistent with the 1994 revisions to Article 8
adopted by the American Law Institute and the National Conference of
Commissioners on Uniform State Laws, and (ii) the laws of which may be
applicable, from time to time, to the issues of perfection, the effect of
perfection or nonperfection and the priority of a security interest in the
Units.  Any certificate evidencing Units which is issued after the
date of this Agreement may bear a legend substantially to the following
effect:  "THIS CERTIFICATE EVIDENCES UNITS OF MEMBERSHIP INTEREST IN
LINCOLNWAY ENERGY, LLC AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE
UNIFORM COMMERCIAL CODE."





ARTICLE
4


RIGHTS AND DUTIES OF
DIRECTORS; OFFICERS





4.1           Director-Managed
Company; Qualifications and Powers of the Directors.Subject only to
Section 4.16, the business and activities of the Company shall be managed by,
and under the direction of, the Directors, and any matter regarding the business
or activities of the Company may be decided by the Directors.  No
Director is required to be a Member, an officer or employee of the Company, or a
resident of the State of Iowa, and a Director who is also a Member will not
cease to be a Director by reason of such Director ceasing to be a
Member.  A Director must be an individual.


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No
Director may delegate to any Person the Director's rights and powers to manage
and control the business and affairs of the Company, except only as provided in
Sections 4.12 and 4.13 with respect to the appointment of officers for the
Company and the establishment of committees, and except that the Directors may
cause the Company to enter into such management, consulting, advisory,
employment or other agreements as the Directors may determine from time to time,
and on such terms and conditions as are determined by the
Directors.





Without
limiting the generality of the foregoing, but subject to Section 4.16, the
Directors shall have the power and authority, on behalf of the Company, to
exercise all powers of the Company, including under Section 489.105 of the Iowa
Act, including:





(a)           to
employ or otherwise retain the services of such agents, employees, general
managers, accountants, attorneys, consultants, experts and other Persons as the
Directors from time to time determine to be necessary or appropriate to carry
out the business and affairs of the Company, including any Director, Member or
officer of the Company or any Person who is affiliated with or related to any
Director, Member or officer, all upon terms satisfactory to the Directors, and
to pay such fees, salaries, wages and other compensation and benefits to such
Persons from the funds of the Company as the Directors shall determine from time
to time;





(b)           to
pay, extend, renew, modify, adjust, contest, submit to arbitration, prosecute,
defend, settle or compromise, upon such terms as the Directors may determine and
upon such evidence as the Directors may deem sufficient, any obligation, suit,
liability, cause of action, claim, counterclaim or other dispute, including
taxes, either in favor of or against the Company;





(c)           to
incur and pay any and all fees, costs, expenses and other amounts that the
Directors deem necessary or appropriate to the business and affairs of the
Company;





(d)           to
offer and sell Units, debt or other securities of the Company, and in connection
with the offer and sale of any Units, debt or other securities of the Company
the Directors may (i) prepare and file, or cause to be prepared and filed, one
or more offering statements or registration statements and related or other
documentation, and all such amendments and supplements thereto as the Directors
shall deem advisable from time to time, with the Securities and Exchange
Commission, the Financial Industry Regulatory Authority and/or any other
domestic or foreign authorities for the registration, offering and sale of the
Units, debt or other securities in the United States or elsewhere, and along
with one or more offering memorandums, offering circulars, prospectuses or other
disclosure documents, and all amendments and supplements to any thereto; (ii)
register or otherwise qualify the Units, debt or other securities for offering
and sale under the blue sky and securities laws of such states of the United
States and other domestic or foreign jurisdictions as the Directors shall deem
advisable; (iii) make all such arrangements for the offering and sale of the
Units, debt or other securities as the Directors shall deem appropriate, whether
pursuant to a registration of the Units, debt or other securities or otherwise,
and (iv) take all such action with respect to the matters described in the
preceding subclauses (i) through (iii) as the Directors shall deem advisable or
appropriate;


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(e)           to
take all such action as the Directors deem necessary or appropriate to avoid the
requirement that the Company become licensed, registered or regulated as an
investment advisor, an investment company, a broker-dealer or any other form of
regulated entity under any foreign, federal, state or local law, rule,
regulation or order, or, if so determined by the Directors, to take all such
action as the Directors deem necessary or appropriate to cause the Company to be
licensed, registered or regulated under any such law, rule, regulation or order
and to otherwise bring the Company in compliance with any such law, rule or
regulation or order;





(f)
           to conduct and
direct the banking business of the Company and to invest any  funds of
the Company that are not required for, or are otherwise not committed to the
conduct of, the Company's business from time to time in such manner as the
Directors may from time to time determine, including in certificates of deposit,
commercial paper, treasury bills, sweep accounts, and other
investments;





(g)           to
negotiate, enter into, execute, acknowledge and deliver any and all contracts,
agreements, licenses, leases, documents or instruments that the Directors from
time to time determine are necessary or appropriate to the business or affairs
of the Company, and with such Persons as the Directors shall from time to time
determine, including any Director, Member or officer of the Company or any
Person who is affiliated with or related to any Director, Member or officer,
including subscription agreements for Units, debt or other securities of the
Company; checks, drafts, notes and other negotiable instruments; mortgages or
deeds of trust; security agreements; financing statements; documents providing
for the acquisition, lease, mortgage or disposition of any or all of the
Company's assets and properties; assignments; bills of sale; leases; partnership
agreements; and all other contracts, agreements, instruments or documents that
the Directors from time to time determine are necessary or appropriate to the
business or affairs of the Company;





(h)           to
pay any and all taxes, charges and assessments that may be levied, assessed or
imposed upon the Company or any of the assets or properties of the Company, or
to contest any such taxes, charges or assessments;





(i)  
         without limiting
subparagraphs (j) and (k) below, to invest in and purchase stock, units or other
equity interests in, or debt or other obligations of, such Persons and on such
terms as are determined by the Directors from time to time, and to otherwise
make any and all decisions with respect to any and all such investments,
including voting the stock, units or other equity interests; exercising or
refraining from exercising any exchange, conversion or other rights or options
with respect to any such stock, units, equity interests, debt or other
obligations; and selling or otherwise assigning, transferring or disposing of
any such stock, units, equity interests, debt or other
obligations;


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(j)   
        to acquire any assets or
properties from any Person as the Directors may from time to time determine and
on such terms as are determined by the Directors, and the fact that such Person
is a Director, a Member or an officer of the Company or that a Director, a
Member or an officer is directly or indirectly affiliated or connected with any
such Person shall not prohibit the Directors from dealing with that
Person;





(k) to sell,
lease, exchange or otherwise transfer or dispose of any assets or properties of
the Company as the Directors shall from time to time deem appropriate and on
such terms as are determined by the Directors;





(l)  
         to submit all applications
for, and take all other actions as may be necessary or appropriate in order to
obtain and maintain, any and all governmental, regulatory or other permits,
licenses, consents or approvals as may be necessary or appropriate to the
Company or to the conduct of its business or affairs;





(m)          to
borrow money for the Company from banks, insurance companies or other financial
or lending institutions, or from a Director, a Member, an officer of the
Company, an affiliate of a Director, a Member or an officer or from any other
Person, all on such terms as the Directors deem appropriate, and in connection
therewith, to mortgage, encumber and grant mortgages and security interests in
any or all of the assets and properties of the Company to secure repayment of
the borrowed sums;





(n)           to
purchase liability and other insurance to protect the Company's assets, property
and business or any other potential obligations or liabilities of the Company,
including obligations and liabilities arising under Article 12;





(o)           to
hold and own any Company real estate or personal property in the name of the
Company;





(p) to
conduct or operate any of the Company's business or affairs by, through or in
connection with any subsidiary or affiliate of the Company, and to organize, and
to make capital contributions or loans to, any such subsidiary or
affiliate;





(q) to cause
the Company to, at any time and from time to time, redeem or purchase any or all
of the Units of any Member or Members, on such terms and conditions as are
determined by the Directors from time to time;





(r) to
establish and maintain a reserve or fund, in such amounts and at such times and
for such periods of time as are determined by the Directors, for the purpose of
the possible redemption or purchase of Units by the Company;





(s) to
prepare and file, if determined to be necessary by the Directors, a statement of
change, an amendment to the Certificate of Organization, a statement of
correction and/or a biennial report, all in accordance with the Iowa Act,
including Sections 489.114, 489.202(5), 489.206 and 489.209 of the Iowa
Act;


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(t)     
      to make all determinations and decisions
which are reserved to the Directors, or which are otherwise to be made by the
Company, under this Agreement, the Iowa Act or other applicable law, including
the declaration and payment of Distributions to the Members pursuant to Section
8.2; and





(u)           to
do and perform any and all other acts and things whatsoever as the Directors
shall from time to time determine to be necessary or appropriate to carry out
any of the foregoing or any other term or condition of this Agreement, the
Certificate of Organization, the Iowa Act or other applicable law, or to the
conduct or operation of the Company's business, affairs or activities from time
to time, and not inconsistent with the Iowa Act or other applicable law, the
Certificate of Organization or this Agreement.





The Directors also may, but are not
obligated or required to, at any time and from time to time, prepare, execute
and file or record with the Iowa Secretary of State and all such other
governmental, regulatory or other authorities as are determined by the Directors
from time to time, a statement or statements of authority in a form permitted by
the Iowa Act; provided, however, that any such statement of authority shall only
authorize one or more of the Directors or the officers of the Company (whether
by position or by specific person) to execute or enter into any agreements,
documents or instruments of whatever type or nature whatsoever on behalf of the
Company, or to otherwise enter into transactions on behalf of, or otherwise act
for or bind, the Company with respect to any matter whatsoever.  The
Directors may also prepare, execute and file or record all such amendments to,
or cancellations of, any such statement of authority as are determined by the
Directors from time to time.





4.2          Number of
and Election of Directors; Term of Office.The number of
Directors shall be not less than seven nor more than thirteen, with the exact
number within such range to be determined and established from time to time by
the Members.  In the absence of a specific resolution by the Members,
the number of Directors shall be nine.





Subject
to Section 4.10, the Directors shall be elected by the Members at the annual
meeting of the Members.  Subject again to Section 4.10, each Director
shall serve until the third annual meeting of the Members which follows the
annual meeting at which he or she was elected and until his or her successor
shall have been elected, or until his or her death or resignation or removal in
accordance with, respectively, Section 4.8 or Section 4.9.





The Directors shall be divided into
three classes based on their term of office, with the number of Directors in
each such class to be determined by the Directors, but with each class to be as
nearly equal in number as possible.  The term of each of the
individuals serving in one class of the Directors shall expire each year at the
annual meeting of the Members for that year, and each individual elected by the
Members to succeed that class of the Directors shall be elected to serve until
the third annual meeting of the Members which follows the annual meeting at
which such individual was elected and until his or her successor shall have been
elected, or until his or her death or resignation or removal in accordance with,
respectively, Section 4.8 or Section 4.9.


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Any vacancy occurring in any Director
position, for whatever reason (including by the Members increasing the number of
Directors), shall be filled in the manner provided in
Section 4.10.





In the event the Members decrease the
number of Directors, the Directors shall designate the class of Directors from
which such decrease shall occur, but with each class to be as nearly equal in
number as possible following such decrease in the number of
Directors.  No decrease in the number of Directors shall have the
effect of terminating or shortening the term of any then incumbent
Director.





4.3          Nominations
for Directors.The Directors, or
a nominating committee established by the Directors, shall prepare a list of
nominees for each Director position to be filled at the next  annual
meeting of the Members.  The Directors may, pursuant to agreement with
any Person, permit such Person to designate a nominee or nominees for election
as a Director.





Any Member or Members owning at least
five percent of the outstanding Units may also nominate any individual
(including any such Member) for election as a Director at the next annual
meeting of the Members by submitting a written nomination petition to the
Company in a form provided by the Company (the "Nomination Petition") and signed
by such Member or Members; provided, however, that (i) the Nomination Petition
must be fully completed and received at the principal office of the Company no
sooner than the October 1, but not later than the November 30, which precedes
the annual meeting in question, or, if another period is expressly and
affirmatively required by applicable law, rule or regulation, within the time
period required by such law, rule or regulation; (ii) the nominee must submit a
signed written statement in a form provided by the Company (the "Nominee
Statement") wherein the nominee shall, among other things, agree that the
nominee will serve as a Director if elected and will prepare, execute and/or
file all such reports and documents, and provide the Company with all such
information, as may be necessary or appropriate in order for the Company to
comply with all applicable laws, rules and regulations, including the Securities
Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii)
the nominee must meet all qualification requirements for Directors as may exist
at the time of the nomination and at the time of election; and (iv) the
Directors shall have the right to determine the slate (if any) on which the
nominee shall be placed for purposes of the vote of the Members.  The
Nomination Petition and the Nominee Statement may require all such information
and all such agreements and representations as are determined to be necessary or
appropriate by the Directors or the President.  Any Nomination
Petition or Nominee Statement which is not fully completed and properly
executed, or which is not received within the time period provided above or is
not true, accurate and complete in all respects, may be rejected by the Company
and, if rejected, shall be returned by the Company to the Member or Members
submitting the Nomination Petition or to the nominee submitting the Nominee
Statement, as the case may be.




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No nominations for any Director
position may be made from the floor at any meeting of the Members.




4.4          Quorum
and Manner of Acting.  Subject to
Section 4.10, a quorum for a meeting of the Directors shall consist of a
majority of the total number of Directors established from time to time in
accordance with Section 4.2. If at any meeting of the Directors there be less
than a quorum present, a majority of the Directors present may adjourn the
meeting from time to time until a quorum shall be present.  Notice of
any adjourned meeting need not be given.





At all
meetings of the Directors, a quorum being present, the act of a majority of the
total number of Directors then in office shall be the act of the Directors with
respect to all votes, decisions, acts or other determinations to be made or
taken by the Directors, including with respect to the matters addressed in
Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5
and 9.6, except only as provided in Section 11.1(a) or unless the vote of a
greater number is otherwise expressly and affirmatively required by the Iowa Act
with respect to the particular matter in question and the Iowa Act expressly and
affirmatively provides that such voting requirement cannot be varied, waived or
altered notwithstanding the express intent, desire and agreement of the Members
as expressed in this paragraph that the act of a majority of the total number of
Directors then in office shall be the act of the Directors with respect to all
matters presented to or otherwise determined by the Directors.





Any
action required or permitted to be taken at a meeting of the Directors may be
taken without a meeting and without any notice if the action is taken by at
least seventy-five percent (75%) of the total number of Directors then in office
and if one or more written consents or written actions describing the action so
taken shall be signed by such Directors.  Any such written consent or
written action shall be effective when the last such Director signs the written
consent or written action, unless the written consent or written action
specifies a different effective date.  Any such written consent or
written action shall be placed in the minute book of the Company or otherwise
retained in the records of the Company.  The Company shall give notice
of the taking of action without a meeting of the Directors by less than
unanimous consent of the Directors to each Director who did not execute the
written consent or written action in question, and which notice may be
effectuated by giving a copy of such written consent or written action to each
Director who did not sign the written consent or written action.  Any
written consent or written action of the Directors may be executed in
counterparts, and may be given and received by the Company and any or all of the
Directors by any form of electronic transmission as provided in Section
13.1.





4.5          Meetings
of Directors; Place of Meetings.The Directors
shall meet within forty-five days of the date of each annual meeting of the
Members for the purpose of the designation and election of officers, the
establishment of any committees and the transaction of such other business as is
determined by the Directors.  Notice of such annual meeting of the
Directors shall be given as provided below for special meetings of the
Directors.





Regular
meetings of the Directors shall be held at such place and at such times as the
Directors may fix and determine from time to time.  No notice shall be
required for any such regular meeting of the Directors.


E-12





Special
meetings of the Directors shall be held whenever called by the Chairman, the
President or by any three or more of the Directors at the time being in
office.  Notice of each special meeting shall be given to each
Director at least two days before the date on which the meeting is to be
held.  Each notice shall state the date, time and place of the
meeting.  Unless otherwise stated in the notice thereof, any and all
business may be transacted at a special meeting.





At any
meeting at which every Director is present, even without any notice, any
business may be transacted.





A
Director may waive any notice required by the Iowa Act or this Agreement if the
waiver is in writing and is signed by the Director, and whether before or after
the date and time stated in such notice.  A waiver of notice shall be
equivalent to notice in due time as required by the Iowa Act or this
Agreement.  The attendance of a Director at, or participation in, a
meeting shall constitute a waiver of notice of such meeting and of objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the Director, at the
beginning of the meeting or promptly upon arrival, objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.





A
Director who is present at a meeting of the Directors at which action on any
matter is taken shall be presumed to have assented to the action taken unless
the Director's dissent is entered in the minutes of the meeting or unless the
Director files a written dissent to the action with the individual acting as the
secretary of the meeting before the adjournment thereof or forwards such dissent
by registered or certified mail to the Chairman, the President, the Secretary or
the other Directors within one day after the date of the adjournment of the
meeting.  No right to dissent shall be available, however, to a
Director who voted in favor of the action in question.





The
Directors may hold meetings of the Directors at such place or places, either
within or without the State of Iowa, as the Directors may from time to time
determine.  If no designation of the place for a meeting of the
Directors is made, the place of the meeting shall be the principal office of the
Company in the State of Iowa.





The
Directors may hold any meeting, and a Director may participate in any meeting,
by any means of communication, including telephone or video conference call or
other telecommunications equipment or methods, by means of which all of the
Directors participating in the meeting can simultaneously hear each other during
the meeting.  A Director participating in a meeting by any such means
or methods is deemed to be in attendance at, and present in person at, the
meeting.





At all
meetings of the Directors, the Chairman, or in the absence of the Chairman, the
Vice Chairman, or in the absence of the Vice Chairman, the individual designated
by the vote of a majority of the total number of Directors then in office, shall
preside over and act as chairperson of the meeting.  At all meetings
of the Directors, the Secretary, or in the absence of the Secretary, the
individual designated by the vote of a majority of the total number of Directors
then in office, shall act as secretary for the meeting.  All business
to be transacted at meetings of the Directors shall be transacted in such order
and with such procedures as the chairperson of the meeting shall
determine.


E-13





The
Directors may adopt rules and regulations for the conduct of the meetings of the
Directors and the management of the Company, so long as such rules and
regulations are not inconsistent with the Certificate of Organization, this
Agreement or the Iowa Act.





4.6          No
Liability.  A Director does
not guarantee the return of any Member's Contribution or Capital Account, any
Distributions to the Members or a profit for the Members from the operations of
the Company.  A Director is not personally liable for any of the acts
or omissions of the Company, or for any debts, losses, liabilities, duties or
obligations of the Company, whether arising in contract, tort or
otherwise.





4.7          Directors
Have No Exclusive Duty to Company.Subject to
Section 11.1 and except as may be provided in another agreement between the
Company and the Director in question, a Director shall not be required to manage
the Company as his or her sole and exclusive function, and a Director may have
other business interests and may engage in other activities in addition to those
relating to the Company.  Neither the Company nor any Member shall
have any right by virtue of this Agreement to share or participate in any other
interests or activities of any Director or to the income, proceeds or other
benefits derived therefrom.





4.8          Resignation.  Any Director may
resign at any time by giving written notice to the Chairman, the President, the
Secretary, or any two of the other Directors.  The resignation of a
Director shall be effective when the notice is received by the Chairman, the
President, the Secretary or any other Director, as the case may be, or at such
later time as may be specified in the notice; and, unless otherwise specified in
the notice, the acceptance of a resignation shall not be necessary to make it
effective.





4.9          Removal.  Any Director may
be removed at any time, with or without cause, but only by the
Members.





4.10        Vacancy.  Any vacancy
occurring for any reason in a Director position (including through an increase
in the number of Directors or the death, removal or resignation of any Director)
may be filled by either the remaining Directors or by the Members, except that
only the Members may fill a vacancy occurring because of the removal of a
Director by the Members.  If the Directors remaining in office
constitute fewer than a quorum of the Directors, the Directors may fill the
vacancy by the affirmative vote of a majority of the Directors remaining in
office.





In the
event of a vacancy occurring by reason of an increase by the Members in the
number of Directors, the Directors shall designate the class of the Directors to
which such additional position shall be assigned, but with each class to be as
nearly equal in number as possible following such increase in the number of the
Directors.


E-14





An
individual elected by the Directors to fill a vacancy shall continue to serve as
a Director only until the next annual meeting of the Members, at which time the
Members shall elect an individual to such Director position, who shall serve for
the remainder of the unexpired term of such Director position and until his or
her successor shall have been elected, or until his or her death or resignation
or removal in accordance with, respectively, Section 4.8 or Section
4.9.  An individual elected by the Members to fill a vacancy shall
continue to serve as a Director for the remainder of the unexpired term of such
Director position and until his or her successor shall have been elected, or
until his or her death or resignation or removal in accordance with,
respectively, Section 4.8 or Section 4.9.





4.11       Salary
and Other Compensation.  Subject only to
Section 4.16(e), the salaries, fees, benefits, reimbursements and all other
compensation payable to the Directors and to the officers of the Company, in
their capacity as Directors and officers, shall be fixed from time to time by
the Directors, including with respect to meeting and committee
fees.  No Director or officer of the Company shall be prevented from
receiving any salary, fees, benefits, reimbursements or other compensation by
reason of the fact, without limitation, that the Director or officer is also a
Member or is affiliated with any Member.





4.12       Officers.  The officers of
the Company shall be a Chairman, a Vice Chairman, a President, one or more Vice
Presidents (the number thereof to be determined by the Directors), a Secretary,
a Chief Financial Officer, a Treasurer and such other officers as may from time
to time be designated and elected by the Directors.  One individual
may hold the offices and perform the duties of any two or more of said
offices.  No officer is required to be a Director, a Member, an
employee of the Company or a resident of the State of Iowa.  The
Directors may delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision of this Agreement, and the Directors may
leave any office unfilled for any such period of time as the Directors may
determine from time to time, except the offices of President, Chief Financial
Officer and Secretary.





The officers of the Company shall be
elected annually by the Directors at the annual meeting of the
Directors.  Each officer shall hold office until the next succeeding
annual meeting of the Directors and until his or her successor shall have been
elected, or until his or her death or resignation or removal in accordance with
this Agreement.





An
      officer may resign at any time by delivering written notice to the
      Chairman, the President, the Secretary or any two of the
      Directors.  The resignation of an officer shall be effective
      when the notice is received by the Chairman, the President, the Secretary
      or any Director, as the case may be, or at such later time as may be
      specified in the notice, and, unless otherwise specified in the notice,
      the acceptance of a resignation shall not be necessary to make it
      effective.  Any officer may be removed by the Directors at any
      time, with or without cause, for any reason or for no reason, but such
      removal shall be without prejudice to the contract rights, if any, of the
      individual so removed.  The election of an officer does not
      itself create contract rights in favor of the
  officer.


E-15





The Chairman shall, if present at the
meeting in question, preside over and act as chairperson of all meetings of the
Members and all meetings of the Directors.  The Chairman shall have
authority to sign, execute and acknowledge all contracts, checks, deeds,
mortgages, bonds, leases or other obligations on behalf of the Company which
shall be authorized by the Directors, and the Chairman may sign, along with the
Secretary, certificates for Units.  The Chairman shall be subject to
the control of the Directors and shall keep the Directors fully informed and
shall freely consult with the Directors concerning the business of the
Company.  The Chairman shall also perform all duties as may from time
to time be assigned to the Chairman by the Directors.





The Vice Chairman shall perform the
duties of the Chairman in the absence of the Chairman or in the event of the
death, inability or refusal to act of the Chairman, and, when so acting, shall
have all of the powers of, and shall be subject to all the restrictions upon,
the Chairman.  The Vice Chairman shall also perform all duties as may
from time to time be assigned to the Vice Chairman by the Chairman, the
President or the Directors.





The
      President shall, subject to the control of the Directors, have general
      charge of and direct the operations of the Company and shall be the chief
      executive officer of the Company.  The President shall keep the
      Directors fully informed and shall freely consult with the Directors
      concerning the business of the Company in his or her
      charge.  The President shall have authority to sign, execute and
      acknowledge all contracts, checks, deeds, mortgages, bonds, leases or
      other obligations on behalf of the Company as the President deems
      necessary or appropriate to or for the course of the Company's regular
      business or which shall be authorized by the Directors, and the President
      may sign, along with the Secretary, certificates for Units.  The
      President may sign, in the name of the Company, all reports and all other
      documents or instruments which are necessary or appropriate to or for the
      Company's business.  The President shall also perform all duties
      as may from time to time be assigned to the President by the
      Directors.





In the
absence of the President or in the event of the death, inability or refusal to
act of the President, the Vice President (or in the event there is more than one
Vice President, the Vice Presidents in the order designated at the time of their
election, or in the absence of any designation, the senior Vice President in
length of service) shall perform the duties of the President, and, when so
acting, shall have all the powers of, and shall be subject to all the
restrictions upon, the President.  A Vice President shall also perform
all duties as may from time to time be assigned to such Vice President by the
President or the Directors.





The Secretary shall (i) if present at
the meeting in question, act as secretary for and keep minutes of all meetings
of the Members and all meetings of the Directors; (ii) authenticate records of
the Company and attend to giving and serving all notices of the Company as
provided by this Agreement or as required by applicable law; (iii) be custodian
of the seal, if any, of the Company and of such books, records and papers as the
Directors or the Chairman or the President may direct; (iv) sign, along with the
Chairman or the President, certificates for Units; (v) keep a record showing the
names of all Persons who are Members, their mailing and e-mail addresses as
furnished by each Member, the number of Units held by them and the certificates
representing such Units; and (vi) in general, perform all duties incident to the
office of Secretary and all duties as may from time to time be assigned to the
Secretary by the President or the Directors.


E-16





The Chief
Financial Officer shall be the chief financial officer of the Company, and shall
(i) have custody of and be responsible for all moneys and securities of the
Company; (ii) keep full and accurate records and accounts in books belonging to
the Company, showing the transactions of the Company, its accounts, liabilities
and financial condition and shall endeavor to assure that all expenditures are
duly authorized and are evidenced by proper receipts and vouchers; (iii) deposit
in the name of the Company in such depository or depositories as are approved by
the President or the Company, all moneys that may come into the Chief Financial
Officer's hands for the Company's account; (iv) prepare or cause to be prepared
such financial statements as are directed by the President or by the Directors;
and (v) in general, perform all duties as may from time to time be assigned to
the Chief Financial Officer by the President or the Directors.





The
Treasurer shall perform the duties of the Chief Financial Officer in the absence
of the Chief Financial Officer or in the event of the death, inability or
refusal to act of the Chief Financial Officer, and, when so acting, shall have
all the powers of, and shall be subject to all the restrictions upon, the Chief
Financial Officer.  The Treasurer shall also perform all duties as may
from time to time be assigned to the Treasurer by the Chief Financial Officer,
the President or the Directors.





The
Directors also have the power to appoint any individual to act as assistant to
any officer, or to perform the duties of any officer, whenever for any reason it
is impracticable for such officer to act personally, and such assistant or
acting officer shall have the power to perform all the duties of the office to
which he or she is so appointed to be assistant, or as to which he or she is so
appointed to act, except as such power may be otherwise defined or restricted by
the Directors.





4.13    
  Committees.The
Directors may, but are not required to, from time to time establish one or more
committees, including an executive committee, an audit committee, a compensation
committee and a nominations committee, with each committee to consist of two or
more Directors appointed by the Directors.  Any committee shall serve
at the will of the Directors.  Each committee shall have the powers
and duties delegated to it by the Directors.  The Directors may
appoint one or more Directors as alternative members of any committee who may
take the place of any absent member or members of the committee at any meetings
of the committee, upon request by the Chairman, the President or the chairperson
of the committee.  Each committee may establish a charter or other
rules governing the conduct of its activities, but any such charter or rules,
and any amendments or other changes thereto from time to time, must be approved
by the Directors.





A committee shall in no event, however,
have the authority to:  (i) authorize Distributions by the Company;
(ii) approve or propose to the Members any action that this Agreement requires
be approved by the Members; (iii) fill vacancies in the Directors or on any of
the committees established by the Directors; (iv) amend the Certificate of
Organization or this Agreement; (v) authorize or approve the acquisition of any
Units by the Company; or (vi) authorize or approve the issuance or sale of, or
contract for the sale of, any Units or any debt or other securities of the
Company.





4.14        Execution
of Documents.  The Directors may
authorize any one or more Directors or officers of the Company to negotiate,
execute and/or deliver any agreements, documents or instruments of whatever type
or nature whatsoever in the name of and on behalf of the Company, and such
authority may be general or confined to specific transactions or
instances.




E-17





4.15      Right of
Directors to Information.On reasonable
notice, a Director may inspect and copy during regular business hours, at a
reasonable location specified by the Company, any record maintained by the
Company regarding the Company's activities, financial condition, and other
circumstances, to the extent the information is material to the Director's
rights and duties under this Agreement or the Iowa Act.





The Company shall furnish or make
available to each Director all of the following:





(a)           Without
demand, any information concerning the Company's activities, financial
condition, and other circumstances which the Company knows and is material to
the proper exercise of the Director's rights and duties under this Agreement or
the Iowa Act, except to the extent the Company can establish that the Company
reasonably believes that the Director already knows the information;
and





(b)           On
demand, any other information concerning the Company's activities, financial
condition, and other circumstances, except to the extent the demand or
information demanded is unreasonable or otherwise improper under the
circumstances.





The duty
to furnish information under this paragraph also applies to each Director to the
extent the Director knows any of the information described in this
paragraph.





4.16      Member
Action Required.Notwithstanding
anything in this Agreement which may appear to be to the contrary, including
Section 4.1, neither the Directors nor any officer of the Company shall take, or
cause to be taken, any of the following acts or matters without the vote of the
Members taken or otherwise obtained in accordance with Article 6:





(a)           the
sale, lease, exchange or other transfer or disposition of all or substantially
all of the assets of the Company, other than by or pursuant to the granting or
entering into of, or the enforcement of any rights or remedies under, any
mortgage, deed of trust, pledge, security interest or other form of security or
collateral agreement, document, instrument or transaction;





(b)           the
merger of the Company with or into another Person under the Iowa Act, the
conversion of the Company into another form of entity under the Iowa Act, or the
domestication of the Company into a foreign limited liability
company;





(c) the
dissolution of the Company;





(d) the
amendment or restatement of the Certificate of Organization or this Agreement,
except that the Directors may amend the Certificate of Organization and this
Agreement without the vote of the Members to change the name, the registered
office and/or the registered agent of the Company;


E-18


(e) the
issuance of any Units to any Director or any officer of the Company in the
individual's capacity as a Director or officer;





(f) the
issuance of any Units by the Company if, after giving effect to the issuance of
the Units, the Company would have more than 45,608 outstanding Units; provided,
however, that the Directors may from time to time authorize, approve and
effectuate a split of the outstanding Units into a lesser or greater number of
Units based upon a uniform multiple (a "Unit Split"), without the vote of the
Members, in which event the 45,608 amount (or the then current such amount by
reason of any prior Unit Splits) shall also be decreased or increased, as the
case may be, by the same multiple that was utilized in the Unit
Split;





(g)           the
issuance of any Units for a consideration or value of less than $500 per Unit;
provided, however, that in the event of a Unit Split, the $500 amount (or the
then current such amount by reason of any prior Unit Splits) shall be increased
or decreased, as the case may be, proportionately in accordance with the
multiple that was utilized in the Unit Split;





(h)           any
act or matter for which the vote of the Members is affirmatively and expressly
required by any other Section of this Agreement, including as required by
Sections 4.2, 4.9, 4.10 and 10.1(b); or





(i)           
any act or matter, if any, for which the vote of the Members is affirmatively
and expressly required by the Iowa Act and the Iowa Act affirmatively and
expressly provides that such voting requirement cannot be varied, waived or
altered notwithstanding the express intent, desire and agreement of the Members
that the only acts and matters upon which the Members have the right to vote,
and which must be voted upon or otherwise approved by the Members, are those
which are expressly required by subparagraphs (a) through (h) of this
Section.





This Section supersedes and overrides
any provisions of the Iowa Act that might grant the Members the right to vote on
any other acts or matters or that otherwise conflict with, or are inconsistent
with, this Section, including Sections 489.401(4)(c), 489.407(3)(d) and (e),
489.1003, 489.1007 and 489.1011 of the Iowa Act.





4.17      Directors
are Synonymous with Managers.The Directors are
synonymous with, and shall be deemed for all purposes to be the same as,
"managers" for purposes of the Iowa Act, the Certificate of Organization and
this Agreement.  The Directors may sign any and all agreements,
documents or instruments utilizing the title of either "Director" or
"Manager".  Without limiting the generality of the foregoing, the
Directors may be referred to as "directors" or "managers" in any reports or
other documents required to be filed by the Company or any Director with any
governmental or regulatory authority, including the Securities and Exchange
Commission.


E-19


ARTICLE
5


RIGHTS AND DUTIES OF
MEMBERS





5.1        No
Liability.  A Member does not
guarantee the return of any Member's Contribution or Capital Account, any
Distributions to the Members, or a profit for the Members from the operations of
the Company.  A Member is not personally liable for any of the acts or
omissions of the Company, or for any debts, losses, liabilities, duties or
obligations of the Company, whether arising in contract, tort or otherwise,
except only to the extent of any unpaid Contribution of the Member to the
Company.





5.2        Members
Have No Exclusive Duty to Company.Except only as
may be provided in another agreement between the Company and the Member in
question, a Member may have other business interests and may engage in other
activities in addition to those relating to the Company.  Neither the
Company nor any Member shall have any right by virtue of this Agreement to share
or participate in any other interests or activities of any Member or to the
income, proceeds or other benefits derived therefrom.





5.3        Right of
Members to Information.  During regular
business hours and at a reasonable location specified by the Company, a Member
may obtain from the Company and inspect and copy full information regarding the
activities, financial condition, and other circumstances of the Company as is
just and reasonable if all of the following apply:





(a)           The
Member seeks the information for a purpose material to the Member's interest as
a member of the Company;





(b)           The
Member makes a demand in a Record that is received by the Company, describing
with reasonable particularity the information sought and the purpose for seeking
the information; and





(c)           The
information sought is directly connected to the Member's purpose.





Within
ten days after receiving a demand pursuant to the preceding paragraph, the
Company shall in a Record inform the Member that made the demand of all of the
following:





(a)           The
information that the Company will provide in response to the demand, if any, and
when and where the Company will provide the information; and





(b)           If
the Company declines to provide any demanded information, the Company's reasons
for declining.


E-20


The
Company shall, without demand, provide or make available to the Members all
information that is known to the Company and that is material to the Members'
decision on any Voting Matter (as that term is defined below), except to the
extent the Company can establish that the Company reasonably believes that the
Member in question or the Members as a whole already know the
information.  The information shall be provided by such method or
methods as are determined by the Directors, the Chairman or the President, which
may include providing the information (i) along with the notice of the meeting
at which the Voting Matter shall be acted upon; (ii) if the Voting Matter is to
be acted upon by written consent or written action, along with such written
consent or written action; (iii) at the meeting at which the Voting Matter is
acted upon; or (iv) any combination of the foregoing.  For purposes of
determining what information is "known" to the Company, the determination shall
in all events be limited to the actual knowledge of the Directors and the
Chairman, the President and the Chief Financial Officer of the Company, and
shall also be further limited as the Directors may otherwise determine to be
reasonable under the particular facts and circumstances in
question.  The determination of what information is "material" shall
in all events be considered based only upon the relevance of the particular
information to, and possible effect on, the particular Voting Matter in question
and from the perspective of the Company as a whole and a reasonable Person, and
not based upon any particular Member or particular facts or circumstances of any
Member.  The Directors may also consider any other relevant facts and
circumstances regarding what information should be provided to the Members with
respect to any particular Voting Matter, including any prohibitions,
restrictions or conditions imposed under any confidentiality covenants or any
applicable law, rule, regulation or order.  The term "Voting Matter"
means any matter that is required to be submitted to the Members under Section
4.16.  This paragraph is intended to limit the Company's obligations
under Section 489.410(2)(d) of the Iowa Act to providing information only with
respect to Voting Matters.





On 30
days demand made in a Record received by the Company, a Person who was formerly
a member of the Company (a "Former Member") may have access to information to
which the Former Member was entitled while the Former Member was a member of the
Company if the information pertains to the period during which the Former Member
was a member of the Company, the Former Member seeks the information in good
faith, and the Former Member also satisfies all of the requirements otherwise
imposed on a Member pursuant to the first paragraph of, and otherwise by, this
Section.  Within 20 days after receiving a demand pursuant to this
paragraph, the Company shall in a Record inform the Former Member that made the
demand of all of the following:





(a)
            The
      information that the Company will provide in response to the demand, if
      any, and when and where the Company will provide the information;
      and





(b)
            If
      the Company declines to provide any demanded information, the Company's
      reasons for declining.





A Member
or Former Member may exercise the Member's or Former Member's, as the case may
be, rights under this Section through an agent or, in the case of an individual
under legal disability, a legal representative.  A deceased Member's
or Former Member's personal representative or other legal representative may
also exercise the rights of a member or former member, as the case may be, under
this Section for purposes of settling the estate of the deceased Member or
Former Member.  All restrictions and conditions imposed by or pursuant
to this Section apply to any Member, Former Member or any agent or personal or
legal representative of any Member or Former Member who is requesting any
information pursuant to this Section.


E-21


The
Company may in all events charge a Member, a Former Member or other permitted
Person that makes a demand under this Section the reasonable costs of copying,
limited to the costs of labor and material.  A Member's and Former
Member's rights under this Section shall also be subject to any reasonable
restrictions and conditions on access to and use of information as the Company
may have in place from time to time or as may be deemed necessary or appropriate
by the Directors under the particular facts and circumstances in question,
including designating information as confidential and imposing security,
nondisclosure, confidentiality and safeguarding procedures and obligations on
the Member, Former Member or other recipient of the information.





The Company and the Members agree that
all of the terms of this Section, including all of the limitations and
restrictions set forth in the third paragraph, the preceding paragraph and
otherwise in this Section, are reasonable.





5.4        Communications
With Directors; Advance Notice of Member Proposals for Annual
Meetings.  Any Member
desiring to send any communication to the Directors may do so in writing by
either delivering the writing to the Company's principal office or by mailing
the writing to that office, in either case, to the attention of the
President.  The Company will provide a copy of each such writing to
each Director.





In order
for any proposal or other business to be properly brought before the annual
meeting of the Members by a Member outside of the processes of Rule 14a-8 of the
regulations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (i) the Member must have given timely written notice (a "Member Proposal
Notice") of the proposal or other business (the "Member Proposal") to the
Secretary of the Company, and also timely provide the Company with all other
information as may be requested by the Company regarding the Member Proposal,
including all such information as may be necessary or appropriate in order for
the Company to confirm that the Member meets the Eligibility Condition (as that
term is defined below) or to comply with all applicable laws, rules and
regulations, including the Exchange Act and the rules and regulations
promulgated pursuant to the Exchange Act, (ii) the Member Proposal must contain
all of the information set forth below, and (iii) the Member in question must
have continuously held Units for at least one year by the date on which the
Company receives the Member Proposal Notice and the Member must continue to hold
Units through the date of the annual meeting in question (the "Eligibility
Condition"), and the Member Proposal Notice must include a written statement
that the Member intends to continue to hold Units through the date of the annual
meeting in question.  No Member may submit more than one Member
Proposal for any annual meeting of the Members.  In order for a Member
Proposal Notice to be timely given by the Member, the Member Proposal Notice
must be received at the principal office of the Company not less than 120
calendar days before the date on which the Company mailed or otherwise released
to the Members the proxy statement for the previous year’s annual meeting of the
Members; provided, however, that if the Company did not hold an annual meeting
of the Members in the previous year, or if the date of the current year's annual
meeting has been changed by more than 30 days from the date of the previous
year's annual meeting, a Member Proposal Notice will be considered timely given
by the Member if the Member Proposal Notice is received at the principal office
of the Company not later than the close of business on the date which is the
later of (i) 120 calendar days before the date of the current year's annual
meeting, or (ii) 10 calendar days after the date on which public announcement of
the date of the current year's annual meeting is first made by the Company,
which may include setting forth such date in any filings made by the Company
pursuant to the Exchange Act.  A Member Proposal Notice shall, at a
minimum, set forth as to each Member Proposal:  (i) a description of
the Member Proposal desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting; (ii) the name and
address, as they appear in the Company’s books, of the Member proposing the
Member Proposal; (iii) the number of Units which are beneficially owned by such
Member, the period of time the Member has beneficially owned those Units, and a
statement that the Member intends to continue to hold Units through the date of
the annual meeting; (iv) any material interest of the Member in the Member
Proposal; and (v) all other information that would be required to be provided by
the Member pursuant to Regulation 14A under the Exchange Act if the Member
Proposal in question was being submitted pursuant to Rule 14a-8 under the
Exchange Act.  The Company does not have any obligation to include any
Member Proposal in the proxy statement, proxy or ballot or other proxy materials
of the Company, and, notwithstanding anything in the foregoing which may appear
to be to the contrary, in order to include information with respect to a Member
proposal in the Company's proxy statement and form of proxy for an annual
meeting of the Members pursuant to Rule 14a-8 under the Exchange Act, a Member
must provide notice as required by, and otherwise fully comply with, Rule 14a-8
and the other regulations promulgated under the Exchange Act.  The
chairperson of the annual meeting of the Members shall, if the facts warrant,
determine and declare at the meeting that a Member Proposal or other business
was not properly brought before the meeting in accordance with the provisions of
this paragraph, and if the chairperson shall so determine, the chairperson shall
declare at the meeting that any such proposal or business not properly brought
before the meeting shall not be transacted or otherwise presented to the
Members.


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5.5        No
Dissociation or Withdrawal of a Member.A Member may not and does
not have the power or right to dissociate as a member of the Company or to
otherwise resign or withdraw from the Company prior to the dissolution and
winding up of the Company, for whatever reason, except only as may be otherwise
expressly provided in, and pursuant to the procedures set forth in, Article
9.  Without limiting the foregoing, the Company and the Members
acknowledge and agree that no Member has the power or right to dissociate or
withdraw as a member of the Company by express will under Section 489.601 of the
Iowa Act or in any of the circumstances described in Section 489.604 of the Iowa
Act.





No Member
shall be dissociated as a member of the Company or otherwise cease to be a
Member because of the occurrence of any act or circumstance other than the
Assignment of all of the Member's Units in compliance with Article 9, including
because of the occurrence of any of the acts or circumstances specified in
Section 489.602 or Section 489.604 of the Iowa Act, and the Company and the
Members waive the applicability of Sections 489.602 and 489.604 of the Iowa Act
to the Company and the Members.





5.6        Member
Authority Limited.A Member is not
an agent of the Company for the purpose of the Company's business, affairs or
otherwise by reason of being a Member, and unless otherwise affirmatively and
expressly authorized in writing by the Directors or by a properly authorized
officer of the Company, no Member has any right, power or authority to, and
shall not, enter into any agreement, document, instrument or transaction of
whatever type or nature for or on behalf of the Company, or otherwise obligate
or bind the Company in any way or render the Company liable for any
purpose.


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No Member
may delegate to any Person the Member's rights and powers to manage and control
the business and affairs of the Company, except only with respect to the giving
of a proxy as provided in Section 6.9 and the election of the Directors as
provided in this Agreement.





5.7        Limitation
on Ownership of Units.Notwithstanding
any term or condition of this Agreement which may appear to be to the contrary,
no Member shall, directly or indirectly, own, hold or control more than
forty-nine percent (49%) of the outstanding Units at any time, unless the Member
exceeds that percentage by reason of the Company redeeming or purchasing Units,
but in that case, the Member shall not increase the number of Units owned, held
or controlled by the Member.





For purposes of this Section, the term
"control" means the right or ability to vote or direct the vote of any Units,
whether pursuant to a proxy, voting agreement, voting trust, or
otherwise.





For purposes of this Section, a Member
shall be deemed to indirectly own, hold or control any and all Units which are
owned or held by the Member's spouse or any of the Member's parents or minor
children (including by adoption) (collectively, the "Relatives"), and by any
entity of which any one or more of the Member or any Relative or Relatives owns
or holds at least ten percent (10%) of the outstanding voting securities or
equity of such entity.





The Company shall not be required to
recognize or honor the ownership, holding or control of any Units which are
owned, held or controlled in violation of this Section.  Each Member
shall provide the Company with  all such information and documentation
as is requested by the Company from time to time in order to determine whether
the Member is in compliance with this Section, and each Member shall otherwise
promptly and fully cooperate with the Company in this regard.





Notwithstanding the foregoing, this
Section shall not be applicable to, and shall not otherwise limit or restrict,
the solicitation and receipt of proxies, ballots or written consents or written
actions by the Company or by any Director in the capacity as a
Director.





ARTICLE
6


MEETINGS OF MEMBERS; MANNER
OF ACTING OF MEMBERS





6.1        Annual
and Special Meetings of the Members.An annual meeting of the
Members for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place, at
such time and on such day in January, February, March or April of each year as
the Directors shall each year fix, or at such other place, time or date as the
Directors may fix and determine from time to time.


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Special
meetings of the Members, for any purpose or purposes, may be called by the
Directors or by the Chairman or the President, and shall be called by or at the
direction of the Directors or the Chairman or the President upon the written
request of any Member or Members holding at least thirty percent (30%) of the
outstanding Units.





No matter shall be presented to the
Members at any annual or special meeting of the Members which has not been
properly brought before the meeting in accordance with this Agreement and
applicable laws, rules and regulations.





6.2        Place of
Meetings.The
Directors, the Chairman or the President may designate any place, either within
or outside the State of Iowa, as the place of meeting for the annual meeting or
any special meeting of the Members.  If no designation is made by the
Directors or by the Chairman or the President, the place of meeting shall be the
principal office of the Company in the State of Iowa.





6.3        Notice of
Meetings or of Action to be Taken Only by Ballot.  Except as
provided in Sections 6.4, 6.10 and 6.12, written notice stating the place, day
and hour of all meetings of the Members and the purpose or purposes for which
the meeting is called, shall be given to each Member not less than five nor more
than sixty days before the date of the meeting, by or at the direction of the
Directors, the Chairman or the President.  The notice shall be given
as provided in Section 13.1.





If the
Directors determine that any matter or matters to be presented to the vote of
the Members shall be done and taken only by a written ballot, without holding a
meeting of the Members, notice of the matter or matters, along with the ballot,
shall be given to the Members not less than five nor more than ninety days
before the last date on which the Company will accept such
ballot.  The notice shall be given as provided in Section
13.1.





6.4        Meeting
of all Members.
If all of the Members shall meet at any time and place, either within or outside
of the State of Iowa, and consent to the holding of a meeting at such time and
place, such meeting shall be valid without call or notice, and at such meeting
lawful action may be taken.





6.5        Record
Date. The record
date for the purpose of determining the Members entitled to notice of or to vote
at any meeting of the Members shall be the date on which notice of the meeting
is given to the Members, or if no notice is required to be given of such
meeting, the date of the meeting.  A determination of the Members
entitled to notice of or to vote at any meeting of the Members which has been
made as provided in this Section shall also apply to any adjournment of the
meeting in question.  If the Directors determine that any matter or
matters to be presented to the vote of the Members shall be done and taken only
by a written ballot, without holding a meeting of the Members, the record date
for the purpose of determining the Members entitled to notice of such matter or
matters and to vote by ballot on such matter or matters shall be the date such
notice and ballot are given to the Members.


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6.6        Voting
Rights of Members.  The Members shall
have one vote for each Unit held by them, and the Members shall be entitled to
vote on the acts, matters, decisions, questions or other determinations on which
the vote of the Members is expressly and affirmatively required by Section
4.16.  A Member abstaining on any vote or withholding the Member's
vote shall be counted present for quorum purposes, but the Units of the Member
will not be counted as votes cast for or against the act, matter, decision,
question or other determination in question.





This
Section is intended to supersede and override, without limitation, Sections
489.401(4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the
Iowa Act.





6.7        Quorum. The Members holding at least
twenty-five percent (25%) of the outstanding Units, represented in person or by
proxy or written ballot pursuant to Section 6.9, shall constitute a quorum at
any meeting of the Members.  In the absence of a quorum at a meeting
of the Members, the Members holding at least a majority of the outstanding
Units  represented at the meeting may adjourn the meeting from time to
time without further notice.  At any such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed.  The
Units constituting at least twenty-five percent (25%) of the outstanding Units
and which are represented by written ballots which have been timely and properly
returned by the Members shall constitute a quorum of the Members for any matter
or matters which are presented to the Members only by a written ballot, without
a meeting of the Members.





6.8        Manner of
Acting.Except only as
provided in Section 11.1(a) and in the following paragraph in this Section, the
vote of the Members holding at least a majority of the outstanding Units
represented at a meeting at which a quorum of the Members is present shall be
the act of the Members with respect to all votes, acts, matters, decisions,
questions or other determinations whatsoever to be taken or made by the Members
under the Certificate of Organization, this Agreement, the Iowa Act (including
Sections 489.1003, 489.1007 and 489.1011 of the Iowa Act) or other applicable
law, or otherwise, including with respect to the acts and matters specified in
Section 4.16, the establishment of the number of Directors pursuant to Section
4.2, the removal of a Director under Section 4.9, and the amendment or
restatement of this Agreement or the Certificate of
Organization.  Except only as provided in the following paragraph in
this Section, if a quorum of the Members has been obtained through the written
ballots returned by the Members, the vote of at least a majority of the
outstanding Units which are represented by the written ballots which have been
timely and properly returned by the Members shall be the act of the Members with
respect to all votes, acts, matters, decisions, questions or other
determinations whatsoever which are presented to the Members only by written
ballot, including with respect to all of the matters listed in the preceding
sentence.  The Company and the Members hereby acknowledge and agree
for purposes of Section 489.1014 of the Iowa Act that this Agreement provides
for approval of a merger, conversion, or domestication with the consent of fewer
than all of the Members, and the Members hereby affirmatively and expressly
consent to such fact and this sentence.





The
Directors shall be elected by a plurality of the votes cast by the Units at a
meeting of the Members at which a quorum is present, or, if the vote on the
election of the Directors was taken only by a written ballot, by a plurality of
the votes cast by the Units represented by the written ballots and for which at
least a quorum of the Units was represented by such written
ballots.  This paragraph applies to the election of Directors by the
Members under both Section 4.2 and Section 4.10.


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At all
meetings of the Members, the Chairman, or in the absence of the Chairman, the
Vice Chairman, or in the absence of the Vice Chairman, the individual designated
by the vote of the Members holding at least a majority of the outstanding Units
represented at the meeting in question, shall preside over and act as
chairperson of the meeting.  At all meetings of the Members, the
Secretary, or in the absence of the Secretary, the individual designated by the
chairperson of the meeting in question, shall act as secretary for the
meeting.





The
business at all meetings of the Members shall be transacted in such order and
with such procedures as the chairperson may from time to time
determine.





The
Directors may adopt rules and regulations for the conduct of the meetings of the
Members, so long as such rules and regulations are not inconsistent with the
Certificate of Organization, this Agreement, the Iowa Act or other applicable
law.





This Section supersedes and overrides
any provisions of the Iowa Act which might establish different approval
percentages for the Members or that otherwise conflict with, or are inconsistent
with, this Section, including Sections 489.401(4)(c), 489.407(3)(d) and (e),
489.1003, 489.1007 and 489.1011 of the Iowa Act.





6.9        Proxies;
Voting by Ballots.  At all meetings
of the Members, a Member may vote in person or by proxy executed in writing by
the Member or by a duly authorized attorney-in-fact of the
Member.  Any such proxy must be filed with the Company before or at
the time of the meeting.  No proxy shall be valid after eleven months
from the date of its execution, unless otherwise expressly provided in the
proxy.





The Directors may determine that the
vote on any one or more matters to be voted on by the Members may be taken only
by a written ballot, without a meeting of the Members, or may include the use of
a written ballot as part of or in connection with a meeting of the Members. The
Directors may establish the form of written ballot and all such methods,
processes and procedures for the use of written ballots as the Directors
determine to be appropriate from time to time, including for the return and
delivery of written ballots to the Company, the opening and tabulation of the
results of the voting on matters voted upon by written ballot, the revocation of
a written ballot by a Member, and the period of time during which the Company
will accept the return of written ballots or will allow the revocation of a
written ballot.





A Member who is not present in person
at a Member meeting but who has returned a written ballot with respect to any
matter which is presented to the Members at such meeting shall be counted
present for purposes of determining whether a quorum is present to act on the
matter, but shall not be counted present for purposes of determining the
presence of a quorum to transact any other business at the Member meeting in
question.





If a written ballot is properly
completed and timely returned, the Units represented by the written ballot will
be voted in accordance with the specifications provided in the written
ballot.


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No proposals may be made by any Member
or any Director from the floor at any meeting of the Members with respect to any
matter which was presented to the Members by written ballot pursuant to this
Section, including to table any such matter.





The use of a written ballot for any
matter to be voted upon by the Members shall not be deemed to be or constitute a
solicitation of votes on behalf of the Directors or to otherwise be a
solicitation of votes or of a proxy on behalf of any Person.





6.10      Action
Without a Meeting; Telephonic Meetings.Any action required or
permitted to be taken at a meeting of the Members (whether an annual or special
meeting) may be taken without a meeting and without notice if (i) the action is
taken by the Members holding at least seventy-five percent (75%) of the
outstanding Units, and (ii) one or more written consents or written actions
describing the action taken are signed by such Members.  Any such
written consent or written action shall be effective when the last such Member
signs the written consent or written action, unless the written consent or
written action specifies a different effective date.  The record date
for determining the Members entitled to take action without a meeting shall be
the date the first Member signs the written consent or written action in
question.  Any such written consent or written action shall be placed
in the minute book of the Company or otherwise retained in the records of the
Company.  The Company shall give notice of the taking of action
without a meeting by the Members by less than unanimous consent of the Members
to each Member who did not sign the written consent or written action in
question, and which notice may be effectuated by giving a copy of such written
consent or written action to each Member who did not sign the written consent or
written action.  Any written consent or written action of the Members
may be executed in counterparts, and may be given and received by the Company
and any or all of the Members by any form of electronic transmission as provided
in Section 13.1.





Any
meeting of the Members may be held by, and any Member may participate in any
meeting by, any means of communication, including telephone or video conference
call or other telecommunications equipment or methods, by means of which all of
the Members participating in the meeting can simultaneously hear each other
during the meeting.  A Member participating in a meeting by any such
means or methods is deemed to be in attendance at and present in person at the
meeting.





6.11      Member
Representative.  Any Member that
is not an individual may, by giving written notice to the Company, designate and
appoint one or more individuals to act as the representative of the Member for
all purposes related to the Company, including for purposes of participation of
the Member in all meetings of the Members, the voting of the Units of the
Member, the execution of any written consent or written action evidencing action
of the Members taken without a meeting, and the giving of a proxy by the
Member.  A Member may change the identity of any of the Member's
representatives at any time and from time to time, but shall provide written
notice thereof to the Chairman, the President or the Secretary, with any such
notice to only be effective upon receipt by the Chairman, the President or the
Secretary.  Any action taken by any individual who has been designated
by a Member pursuant to this Section shall be binding upon such Member and may
be relied upon, and acted on, by the Company, the Directors and all of the
Members, without inquiry to, or confirmation from, such Member or any other
individual who has been designated by the Member pursuant to this
Section.


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6.12      Waiver of
Notice. A Member
may waive any notice required by the Iowa Act or this Agreement if the waiver is
in writing and is signed by the Member, and whether before or after the date and
time stated in such notice.  A waiver of notice shall be equivalent to
notice in due time as required by the Iowa Act or this Agreement.





The
attendance of a Member (in person or by proxy or written ballot pursuant to
Section 6.9) at, or participation in, a meeting shall constitute a waiver of
notice of such meeting and of objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the Member, at the beginning of the meeting or promptly
upon arrival, objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.





ARTICLE
7


CONTRIBUTIONS TO THE
COMPANY, UNITS AND CAPITAL ACCOUNTS





7.1        Units;
Issuance of Units. Each Member's Contribution
shall be represented by Units, but the Directors may determine to issue Units to
a Person without the Person making a Contribution, or being obligated to make a
Contribution, to the Company.





An
unlimited number of Units are authorized.





The
number of Units to be issued to any Additional Member and any Contribution for
such Units shall be determined by the Directors as provided in Section 9.4,
subject only to Sections 4.16(e), 4.16(f) and 4.16(g).





The
Directors shall also determine the number of Units, if any, which shall be
issued from time to time to any existing Member and any Contribution for any
such Units, subject only to Sections 4.16(e), 4.16(f) and 4.16(g).





No subsequent Contributions may be
required of any Member unless otherwise expressly agreed at the time of, or as
imposed as a condition to, the issuance of Units to the Member in
question.





No Member
shall have any preemptive, preferential or other right to acquire any Units as
the Directors may from time to time determine to issue to any
Person.





7.2        Liability
for Contributions.  Unless otherwise
expressly agreed by the Company at the time of the acceptance of  a
Member's offer or subscription to purchase Units or as may be otherwise
expressly agreed by the Company at any time thereafter, a Member's obligation to
make a Contribution to the Company is not excused by the Member's death,
disability, or other inability to perform personally, and if a Member does not
make a required Contribution, the Member or the Member's estate shall be
obligated, at the option of the Company, to contribute money equal to the value
of the part of the Contribution which has not been made.


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The Company shall also have the
authority to enter into an agreement with any Member that includes specified
penalties for, or specified consequences of, the failure of the Member to make a
required Contribution to the Company.  The penalties or consequences
may include reducing or eliminating the defaulting Member's proportionate
interest in the Company, subordinating the Member's Units and related interest
to those of the other Members, a forced sale of the Member's Units, forfeiture
of the Member's Units, the lending by other Members of the amount necessary to
meet the Member's commitment, a fixing of the value of the Member's Units by
appraisal or by formula, and the redemption or sale of the Member's Units at
such value.





This Section is not intended to, and
does not, limit any of the rights and remedies which are available to the
Company under this Agreement or at law, in equity, or otherwise, by reason of a
Member's failure to timely and fully make a required Contribution to the
Company.





7.3        Capital
Accounts.





(a)           A
separate Capital Account will be maintained for each Member.  Each
Member's Capital Account will be increased by (i) the amount of money
contributed by such Member to the Company; (ii) the Gross Asset Value (as
defined in Section 7.6) of property contributed by such Member to 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
(iii) the amount of Net Profits allocated to such Member.  Each
Member's Capital Account will be decreased by (i) the amount of money
distributed to such Member by the Company; (ii) the Gross Asset Value of
property distributed to such Member by the Company (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); (iii) the amount of Net Losses
allocated to such Member; and (iv) the Member's share of expenditures described
in Section 705(a)(2)(B) of the Code, unless such expenditures have already been
deducted in determining Net Profits or Net Losses, as the case may
be.





(b)           In
the event of a permitted Assignment of a Unit, the Capital Account of the
assignor shall become the Capital Account of the assignee to the extent the
Capital Account relates to the Unit which has been Assigned, but subject to
Section 9.5.





(c)           The
manner in which Capital Accounts are to be maintained pursuant to this Section
is intended, and shall be construed, so as to comply with the requirements of
Section 704(b) of the Code and the Treasury Regulations promulgated thereunder,
and in the event there exists any inconsistency, the Code and said Treasury
Regulations shall control.





(d)           Upon
liquidation of the Company, Distributions will be made to the Members in
accordance with Section 10.2.


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7.4        No
Priority on Return of Capital.No Member shall have
priority over any other Member as to the return of Contributions or Capital
Accounts or as to Net Profits, Net Losses or Distributions.  This
Section shall not, however, apply to loans (as distinguished from Contributions)
which a Member has made to the Company.





7.5        No Demand
of Member Capital. A Member shall not be
entitled to demand or receive from the Company the return of the Member's
Contribution or Capital Account, or the liquidation of the Member's Units, until
the Company is dissolved in accordance with this Agreement.





7.6        Gross
Asset Value.  The term "Gross
Asset Value" means, with respect to any asset, the asset's adjusted basis for
federal income tax purposes, except as follows:





(a)           The
initial Gross Asset Value of any asset contributed by a Member to the Company
shall be the gross fair market value of such asset, as determined by the
Directors.





(b)           The
Gross Asset Values of all Company assets shall be adjusted to equal their
respective gross fair market values, as determined by the Directors, as of the
following times or such other times as permitted by the Treasury
Regulations:  (i) the acquisition of a Unit or Units by any Additional
Member or any existing Member in exchange for more than a de minimis
Contribution; (ii) the distribution by the Company to a Member of more than a de
minimis amount of property as consideration for a Unit; and (iii) the
liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of
the Treasury Regulations; provided, however, that adjustments pursuant to the
preceding clauses (i) and (ii) shall be made only if the Directors determine
that such adjustments are necessary or appropriate to reflect the relative
economic interests of the Members.





(c)           The
Gross Asset Value of any Company asset distributed to any Member shall be
adjusted to equal the gross fair market value of such asset on the date of
Distribution, as determined by the Directors.





(d)           The
Gross Asset Values of Company assets shall be increased or decreased, as the
case may be, to reflect any adjustments to the adjusted basis of such assets
pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations; provided,
however, that Gross Asset Values shall not be adjusted pursuant to this
subparagraph (d) to the extent that the Directors determine that an adjustment
pursuant to subparagraph (b) immediately above is necessary or appropriate in
connection with a transaction that would otherwise result in an adjustment
pursuant to this subparagraph (d).





(e)           Notwithstanding
anything in this Agreement which may appear to be to the contrary, if the Gross
Asset Value of any asset differs from its adjusted tax basis for federal income
tax purposes at the beginning of any Fiscal Year, then the depreciation for such
asset shall, for purposes of determining each Member's Capital Account, be
determined in accordance with its Gross Asset Value and not its adjusted tax
basis, and the Gross Asset Value of such asset shall be adjusted to account for
such depreciation.


E-31


7.7        Units May
Be Referred to as Stock, Shares or Securities.The Units may be
referred to as "stock", "shares", "securities" or other terms in any reports or
other documents required to be filed by the Company or any Member with any
governmental or regulatory authority, including the Securities and Exchange
Commission, if required by, or as may be necessary or appropriate in order to be
consistent with, any such report or document or any applicable law, rule or
regulation.





7.8        Fractional
Units.The Company may
issue fractional Units, rounded to the extent as determined by the Directors, to
reflect the Contribution in question.  If a Member holds a fractional
Unit, such Member shall have a vote with respect thereto (if the right to vote
with respect to the matter in question is otherwise provided for in this
Agreement) equal to the amount of such fraction.





ARTICLE
8


ALLOCATIONS AND INCOME TAX;
DISTRIBUTIONS





8.1        Allocations
of Profits and Losses from Operations.





(a)           Except
as may be otherwise required by Section 704(c) of the Code, the Net Losses and
the Net Profits of the Company for each Fiscal Year shall be allocated among the
Members pro rata, based upon the respective number of Units held by the
Members.  Any credit available for income tax purposes shall also be
allocated among the Members pro rata, based upon the respective number of Units
held by the Members.





(b)           Notwithstanding
subparagraph (a) immediately above, no loss shall be allocated to a Member if
such allocation would cause such Member's Adjusted Capital Account to become
negative or to increase the negative balance thereof.





(c)(1)      In
the event any Member unexpectedly receives any adjustments, allocations or
distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the
Treasury Regulations, items of Company income and gain shall be specially
allocated to each such Member in an amount and manner sufficient to eliminate,
to the extent required by the Treasury Regulations, the deficit balance of the
Adjusted Capital Account of such Member as quickly as possible, provided that an
allocation pursuant to this subparagraph (c)(1) shall only be made if and to the
extent such Member would have a deficit balance in the Member's Adjusted Capital
Account after all other allocations provided for in this Section 8.1 have been
made as if this subparagraph (c)(1) were not in this Agreement.


E-32


(2)           In
the event any Member has a deficit Capital Account at the end of any Fiscal Year
which is in excess of the sum of (i) the amount such Member is obligated to
restore pursuant to any provision of this Agreement, if any, and (ii) the amount
such Member is deemed to be obligated to restore pursuant to the penultimate
sentences of subparagraphs 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury
Regulations, each such Member shall be specially allocated items of Company
income and gain in the amount of such excess as quickly as possible, provided
that an allocation pursuant to this subparagraph (c)(2) shall be made only if
and 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 Section 8.1
have been made as if subparagraph (c)(1) immediately above and this subparagraph
(c)(2) were not in this Agreement.





(d)(1)      Except
as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, and
notwithstanding any other provision of this Section 8.1, if there is a net
decrease in partnership minimum gain during any Fiscal Year, each Member shall
be specially allocated items of Company income and gain for such Fiscal Year
(and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's
share of the net decrease in partnership minimum gain, determined in accordance
with Section 1.704-2(g) of the Treasury Regulations.  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 Section
1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations.  This
subparagraph (d)(1) is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(f) of the Treasury Regulations and shall be
interpreted consistently therewith.





(2)           Except
as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, and
notwithstanding any other provision of this Section 8.1, if there is a net
decrease in partner nonrecourse debt minimum gain attributable to a partner
nonrecourse debt during any Fiscal Year, each Member who has a share of the
partner nonrecourse debt minimum gain attributable to such partner nonrecourse
debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury
Regulations, shall be specially allocated items of Company income and gain for
such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal
to such Member's share of the net decrease in partner nonrecourse debt minimum
gain attributable to such partner nonrecourse debt, determined in accordance
with Section 1.704-2(i)(4) of the Treasury Regulations.  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 Sections
1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations.  This
subparagraph (d)(2) is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be
interpreted consistently therewith.





(3)           Nonrecourse
deductions for any Fiscal Year shall be specially allocated among the Members
pro rata, based upon the respective number of Units held by the
Members.





(4)           Any
partner nonrecourse deductions for any Fiscal Year shall be specially allocated
to the Member who bears the economic risk of loss with respect to the partner
nonrecourse debt to which such partner nonrecourse deductions are attributable
in accordance with Section 1.704-2(i)(1) of the Treasury
Regulations.


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(e)           To
the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section
1.704-1(b)(2)(iv)(m) of the Treasury Regulations, 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 the basis of the asset)
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
adjusted pursuant to such Section of the Treasury Regulations.





(f)           Notwithstanding
any other provision of this Agreement, the Regulatory Allocations shall be taken
into account in allocating items of income, gain, loss and deduction among the
Members so that, to the extent possible, the net amount of such allocations of
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 if the Regulatory
Allocations had not occurred.  For purposes of applying the foregoing
sentence, allocations pursuant to this subparagraph (f) shall only be made with
respect to allocations pursuant to subparagraph (e) immediately above to the
extent the Directors determine that such allocations will otherwise be
inconsistent with the economic agreement among the Company and the Members as
set out in this Agreement.





(g)           The
Directors shall have discretion, with respect to each Fiscal Year, to (i) apply
the provisions of subparagraph (f) immediately above in whatever order is likely
to minimize the economic distortions that might otherwise result from the
Regulatory Allocations, and (ii) divide all allocations pursuant to subparagraph
(f) immediately above among the Members in a manner that is likely to minimize
such economic distortions.





8.2        Distributions. All Distributions of cash or
other property to the Members shall be made to the Members pro rata, based upon
the respective number of Units held by the Members, except for (i) Distributions
to the Members upon the dissolution and winding up of the Company, which
Distributions are governed by Section 10.2, and (ii) Distributions to a Member
pursuant to the Company's purchase or redemption of any of the Units of such
Member.  All such Distributions shall only be made in such amounts and
at such times as are determined by the Directors from time to time, but subject
to Section 8.3.  Without limiting the generality of the
foregoing,  the Directors have the authority to make the determination
of whether any Distribution that is declared by the Directors shall be made in
the form of cash, debt, property or otherwise.





The
record date for the determination of the Members entitled to receive a
Distribution shall be the date determined by the Directors, but in the absence
of the Directors specifying a record date for a Distribution, the date on which
the resolution declaring the Distribution to the Members is adopted by the
Directors shall be the record date for such Distribution.


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All
amounts withheld pursuant to the Code or any provisions of foreign, federal,
state or local tax law with respect to any payment or Distribution to any Member
from the Company shall be treated as amounts distributed to the relevant Member
pursuant to this Section.





Unless otherwise expressly provided by
the Directors in connection with the declaration of a Distribution under this
Section, (i) if a Member becomes entitled to a Distribution under this Section,
the Member has the status of, and is entitled to all remedies available to, a
creditor of the Company with respect to the Distribution; and (ii) the Company's
indebtedness to a Member incurred by reason of a Distribution under this Section
is at parity with the Company's indebtedness to the Company's general, unsecured
creditors.





As
provided above, this Section is not applicable to Distributions payable to the
Members upon the dissolution and winding up of the Company, which distributions
are governed by Section 10.2.





8.3        Limitation
Upon Distributions.  A Distribution
shall not be made to any Member pursuant to Section 8.2 if after  the
Distribution any of the following applies:  (i) the Company would not
be able to pay its debts as they become due in the ordinary course of the
Company's activities, or (ii) the Company's total assets would be less than the
sum of its total liabilities plus the amount that would be needed, if any, if
the Company were to be dissolved, wound up and terminated at the time of the
Distribution, to satisfy the preferential rights upon dissolution, winding up
and termination of any Members, if any, whose preferential rights are superior
to the rights of the Members receiving the Distribution.  A
Distribution for purposes of this paragraph shall not include, without
limitation, amounts constituting reasonable compensation for present or past
services or reasonable payments made in the ordinary course of business under a
bona fide retirement plan or other benefits program.





The
effect of a Distribution for purposes of the preceding paragraph shall be
measured and determined as of the applicable date or time specified in the Iowa
Act, or if no such date or time is specified in the Iowa Act for the
Distribution in question, as of the date the Distribution is
declared.  The Directors may base a determination that a Distribution
is not prohibited under this Section on any financial statements prepared on the
basis of accounting practices and principles that are reasonable in the
circumstances or on a fair valuation or other valuations or methods permitted by
the Iowa Act or which are otherwise reasonable under the
circumstances.





8.4        Liability
for Improper Distributions.A Director who
consents to a Distribution that was made in violation of Section 8.3, and in
consenting to such Distribution fails to comply with Section 11.1, shall only
have liability to the Company for the amount of such Distribution that exceeds
the amount that could have been distributed without the violation of Section
8.3, and only if, and then only to the extent as is, expressly and affirmatively
required by the Iowa Act.  A Member that receives a Distribution with
actual knowledge that the Distribution to the Member was made in violation of
Section 8.3 shall only be liable to the Company for the amount of such
Distribution which exceeded the amount that could have been properly paid under
Section 8.3, and only if, and then only to the extent as is, expressly and
affirmatively required by the Iowa Act.


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8.5        No
Interest on Contributions. No Member shall be entitled
to interest on the Member's Contribution.





8.6        Loans to
or Other Business With the Company. Nothing in this Agreement
shall prevent any Member from making secured or unsecured loans to the Company
or transacting any other business with the Company.





8.7        Returns
and Other Elections. The Directors shall cause
the preparation and timely filing of all tax returns required to be filed by the
Company pursuant to the Code and all other tax returns deemed necessary and
required in each jurisdiction in which the Company does business.





All
elections required or permitted to be made by the Company under federal, state
or foreign tax or other laws shall be made by the Directors, including the
following:





(a)           to
the extent permitted by applicable law and regulations, to elect to use an
accelerated depreciation method on any depreciable unit of the assets of the
Company; and





(b)           in
the event of an Assignment of all or part of any of the Units of any Member, to
elect, pursuant to Sections 734, 743 and 754 of the Code, to adjust the basis of
the assets of the Company.





8.8        Tax
Matters Partner.The Directors may
designate the Tax Matters Partner of the Company for purposes of Chapter 63 of
the Code and the Treasury Regulations thereunder.  The Tax Matters
Partner may be changed at any time and from time to time by the
Directors.





ARTICLE
9


ASSIGNMENT OF UNITS;
SUBSTITUTE MEMBERS;


ADDITIONAL
MEMBERS





9.1        Assignment
of Units. A
Member may not Assign (as that term is defined below) any or all of the Member's
Units, except in compliance with this Agreement and also only with the prior
written approval of the Directors and in compliance and accordance with all such
other policies and procedures as may be adopted from time to time by the
Directors.  The Directors may adopt and implement such policies and
procedures (collectively, and as amended from time to time, the "Unit Assignment
Policy") for any reasonable purpose, as determined by the
Directors.  A reasonable purpose shall in all events include
prohibiting, restricting, limiting, delaying or placing conditions on any
Assignment of any Units which, alone or together with any previous Assignments
or other Assignments that are known or intended or that may reasonably be
anticipated, would or might reasonably be determined to (i) violate or cause the
Company to violate or to otherwise be in noncompliance with any applicable law,
rule, regulation or order, including any foreign, federal, state or local
securities law, rule, regulation or order; (ii) cause the Company to be taxed as
a corporation for tax purposes, including by reason of Section 7704 of the Code;
(iii) result in the termination of the Company or the Company's tax year for tax
purposes, including under Section 708 of the Code, or cause the application to
the Company of Sections 168(g)(1)(B) or 168(h) of the Code or similar or
analogous rules; (iv) violate any term or condition of this Agreement, including
Section 5.7; (v) violate or cause the Company to violate or to otherwise be in
noncompliance with any law, rule, regulation or order applicable to the
Company's selection or use of its then current Fiscal Year, including under
Section 444 of the Code; (vi) require the Company to become licensed, registered
or regulated as an investment company, a broker-dealer or any other form of
regulated entity under any applicable foreign, federal, state or local law,
rule, regulation or order; or (vii) create or result in any fractional
Units.  The Company shall make a copy of the then current Unit
Assignment Policy available to each Member upon the Member's reasonable request
from time to time.


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An
Assignment of a Unit does not entitle the assignee to vote the Units or to
otherwise participate in the management of the Company, or to become or to
exercise any voting or management rights of a member of the Company, but rather
only entitles the assignee to receive the allocations and Distributions to which
the assignor would have otherwise been entitled to with respect to such Unit,
unless and until the assignee also complies with Section 9.2.





An
Assignment of a Unit does not release the assignor from any debts, liabilities
or obligations of the assignor to the Company.





The
Company may, in its sole discretion, require the assignee and/or the assignor in
each proposed Assignment to pay directly, or to reimburse the Company for, all
fees, costs and expenses paid or incurred by the Company in connection with the
Assignment, including legal and accounting fees.





The
Directors shall not be required to act upon any proposed Assignment of any Unit
until the next regularly scheduled meeting of the Directors which follows the
date on which the Company receives a completed and executed unit assignment
application from the assignor and the assignee and in form and content
acceptable to the Directors.  An Assignment of a Unit which is
approved by the Directors shall be effective for all purposes (including for
purposes of allocations and Distributions) as of the date determined by the
Directors, but such date must be within 32 days of the date of the approval of
the Assignment by the Directors.





The term "Assignment" means any sale,
gift, bequest, assignment or other conveyance, transfer or disposition
whatsoever of a Unit, or any right or interest in, under or arising from a Unit
(including any right to receive any allocations or Distribution arising from any
Unit), whether voluntarily or involuntarily, or by operation or any act or
process of law or equity, or otherwise, and including the granting of a pledge,
security interest or other lien or encumbrance in, on or against a Unit or the
entering of a charging order under Section 489.503 of the Iowa Act and any
action to enforce or realize upon, or the exercise of any rights or remedies
whatsoever under or pursuant to, any such pledge, security interest, lien,
encumbrance or charging order (including any sale of the Unit or taking
possession of, or any other interest in, the Unit).  The terms
"Assigned", "Assign", "assignee" and "assignor" shall be interpreted and applied
accordingly for purposes of this Agreement.


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Without
limiting the generality of this Section, and in further confirmation thereof, a
transferable interest (as that term is defined in the Iowa Act) is not
transferable and may not be Assigned by any Member, except pursuant to and upon
the terms and conditions of this Agreement, and an Assignment includes any
transfer, whether voluntarily or involuntarily, or by operation or act or
process of law or equity, or otherwise, of a transferable
interest.  Any purported Assignment of a transferable interest that is
not made in compliance with this Agreement shall be void and of no force or
effect whatsoever.  Again without limiting the generality of this
Section, and in further confirmation thereof, any purported transfer of a
transferable interest shall be deemed to be an Assignment of the entire
underlying Unit or Units.





Although
the entering into of a charging order under Section 489.503 of the Iowa Act, and
any action to foreclose or otherwise enforce or realize upon any such charging
order (whether by the judgment creditor or by action of any court or other
applicable authority), is an Assignment, the Company shall also have the right
to pay the judgment creditor under any such charging order the full amount due
under the judgment of such judgment creditor and thereby succeed to the rights
of the judgment creditor, including under the charging order, as provided in
Section 489.503 of the Iowa Act.





9.2        Right of
Assignee to Become a Substitute Member.An assignee of a Unit
pursuant to an Assignment made in accordance with Section 9.1 and the Unit
Assignment Policy who is not already a Member at the effective time of the
Assignment must become a Substitute Member with respect to the Unit by executing
and delivering to the Company an addendum or agreement, in form and content
acceptable to the Directors or the President, whereby, among such other terms as
may be required by the Directors or the President, such assignee shall accept,
adopt and otherwise become a party to the Certificate of Organization and this
Agreement.  No vote or consent of the Directors or the Members shall
be necessary in order for such an assignee to become a Substitute Member;
provided, however, that the assignee shall become a Substitute Member effective
as of the date determined by the Directors, but such date must be within 32 days
of the date the Directors receive the addendum or agreement contemplated by this
paragraph.





An
assignee of a Unit pursuant to an Assignment made in accordance with Section 9.1
and the Unit Assignment Policy and who is already a Member at the effective time
of the Assignment shall become a Substitute Member with respect to the Unit
effective immediately upon the effective time of the Assignment, and such
assignee shall be conclusively deemed to have accepted the Unit subject to and
upon the terms and conditions of the Certificate of Organization and this
Agreement.  The Directors or the President may, however, require such
an assignee to execute and deliver to the Company an addendum or agreement, in
form and content acceptable to the Directors or the President, whereby, among
such other terms as may be required by the Directors or the President, such
assignee confirms that the assignee has accepted, adopted and is a party to the
Certificate of Organization and this Agreement.





An
assignee who has become a Substitute Member has, with respect to the Units which
have been Assigned to the assignee, all of the rights and powers, and is subject
to all of the restrictions and liabilities, of a Member under the Certificate of
Organization, this Agreement and the Iowa Act.


E-38


In the event an assignee is a minor or
is otherwise legally unable to execute the addendum or agreement contemplated by
this Section, the addendum or agreement shall be executed by the assignee's
conservator or other guardian or legal representative.





9.3        Assignments
Not In Compliance With this Agreement.An assignee of
Units pursuant to an Assignment that was not made pursuant to and upon the terms
and conditions of this Agreement and the Unit Assignment Policy shall not have
any rights whatsoever as a Member (whether to receive allocations or
Distributions, any notices to Members, to vote, or otherwise) unless and until
such assignee has complied with the terms and conditions of this Agreement and
the Unit Assignment Policy, and such Assignment shall be of no force and effect
whatsoever until such compliance has been obtained and satisfied.





9.4        Admission
of Additional Members.  Subject only to
Sections 4.16(e), 4.16(f) and 4.16(g), the Directors may at any time and from
time to time admit any Person as a Member by the sale and issuance of such
number of Units to the Person and upon such other terms and conditions as are
determined by the Directors, including the nature and amount of any Contribution
to be made by the Person for such Units.  A Person shall be admitted
as a Member with respect to the Units in question upon receipt by the Company of
(i) the Person's Contribution, if any, and (ii) an executed addendum or other
agreement satisfactory to the Directors or the President whereby, among such
other terms as may be required by the Directors or the President, the Person
accepts, adopts and otherwise becomes a party to the Certificate of Organization
and this Agreement; or at such earlier or later date as may be specified by the
Directors at the time of acceptance of the Person's Contribution or the issuance
of the Units to the Person.  No subsequent Contributions may be
required of any Member unless otherwise expressly agreed at the time of, or as
imposed as a condition to, the issuance of Units to the Member in
question.





9.5        Allocations
to Assignees and to Additional Members. No assignee of a Unit or
Additional Member shall be entitled to any retroactive allocation of losses,
income or expense deductions incurred by the Company.  The Directors
may, at the Directors' option, at the time an assignee or Additional Member is
admitted, close the Company books (as though the Company's tax year had ended)
or make pro rata allocations of loss, income and expense deductions to the
assignee or Additional Member for that portion of the Company's Fiscal Year in
which the assignee or Additional Member, as the case may be, was admitted, in
accordance with the provisions of Section 706(d) of the Code and the Treasury
Regulations promulgated thereunder.





9.6        Repurchase
of Units by the Company.Any Member may at
any time, but has no obligation to, tender any or all of the Units owned by that
Member to the Company for purchase by the Company in accordance with the
following:





(a)          
Any Member desiring to tender any of the Units owned by the Member to the
Company (the "Tendering Member") must provide written notice of such desire to
the Company (the "Tender Notice").  The Tender Notice must include, at
a minimum, the name of the Tendering Member, the number of Units being tendered
to the Company (the "Tendered Units"), and a statement that the tender is being
made pursuant to this Section.  The Company may require the Tender
Notice to be on a form provided by the Company.  A Tender Notice may
be revoked at any time prior to the acceptance of the Tender Notice by the
Company, by the Tendering Member providing written notice to that effect to the
Company, but any such revocation notice shall only be deemed effective when
received by the Company.  The Company will consider Tender Notices in
the order in which they are received by the Company.


E-39


(b)           Subject
to the satisfaction of the UMS Condition (as that term is defined in
subparagraph (g) below), the Company shall have the right and option, but shall
not be obligated, to purchase all, but not less than all, of the Tendered Units
at any time within 45 days after the date on which the Company receives the
Tender Notice.  The Company may exercise such right and option by
giving written notice thereof to the Tendering Member (the "Exercise Notice") at
any time within such 45-day period.  If the Company fails to give an
Exercise Notice within that 45-day period, the Company shall be deemed to have
declined to exercise its right and option to purchase the Tendered
Units.





(c)           If
the Company elects to purchase the Tendered Units, the closing of the sale and
purchase shall occur on the date specified by the Company in the Exercise Notice
(the "Closing Date"); provided, however, that the Closing Date must be at least
60 calendar days after, and shall not be more than 90 calendar days after, the
date on which the Company received the Tender Notice.





(d)           The
per-Unit purchase price for the Tendered Units shall be the Discounted Average
UMS Price (as that term is defined below) during the calendar quarter last ended
before the date on which the Company received the Tender Notice.  The
Discounted Average UMS Price shall accordingly only be established four times
during the Company's taxable year.





(e)           The
aggregate purchase price payable by the Company for the Tendered Units shall be
payable by the Company in full, by check of the Company, on the Closing Date
upon receipt of the certificate or certificates for the Tendered Units from the
Tendering Member, duly endorsed for transfer or accompanied by separate transfer
powers in form and content acceptable to the Company.





The
Tendering Member shall be deemed, by submitting the Tender Notice to the Company
and by surrendering the certificates for the Tendered Units to the Company, to
represent and warrant to the Company that all of the Tendered Units are being
sold and transferred to the Company free and clear of any and all liens,
restrictions on transferability, reservations, security interests, pledge
agreements, buy-sell agreements, tax liens, charges, contracts of sale, voting
agreements, voting trusts, options, proxies and other claims, demands,
encumbrances and restrictions whatsoever.  The Tendering Member shall
defend, indemnify and hold the Company harmless from and against any suit,
action, proceeding, claim, counterclaim, loss, liability, damage, amount, cost
and/or expense (including court costs and attorneys' fees) in any way related
to, connected with or arising or resulting from any breach of that
representation and warranty by the Tendering Member.


E-40


(f)           
The term "Discounted Average UMS Price" means the amount determined by
subtracting (1) the amount which is twenty percent (20%) of the UMS Average
Price (as that term is defined below), from (2) the UMS Average
Price.  The term "UMS Average Price" means the amount determined by
dividing (1) the aggregate amount paid by all buyers of Units pursuant to the
Unit Matching Service (as that term is defined below) of the Company in
transactions which closed during the calendar quarter last ended before the date
on which the Company received the Tender Notice, by (2) the aggregate number of
Units sold to those buyers.  The term "Unit Matching Service" means
the unit matching service as made available by the Company from time to time on
the Company's website.  The Company has no obligation, however, to
continue to maintain the Unit Matching Service.





(g)           The
Company's right and option to purchase any Tendered Units pursuant to this
Section is conditioned upon there having been at least two sales of Units
pursuant to the Unit Matching Service which closed during the applicable
calendar quarter (the "UMS Condition"), and if the UMS Condition is not
satisfied and met, the Tender Notice shall be deemed to be of no force or effect
and the Company shall notify the Tendering Member of such fact.





This
Section is intended to constitute a redemption or repurchase agreement under
Section 1.7704-1(f) of the Treasury Regulations, as amended from time to time,
and is intended to, and shall be interpreted so as to, meet the requirements of
Section 1.7704-1(f) of the Treasury Regulations.  Without limiting the
Company's right to decline to purchase any Tendered Units, for any reason and in
the Company's sole discretion, the Company may decline to purchase any Tendered
Units pursuant to this Section if such purchase would cause a violation of
Section 1.7704-1(f) of the Treasury Regulations.





ARTICLE
10


DISSOLUTION AND WINDING
UP





10.1      Dissolution. The Company shall be
dissolved, and its activities shall be wound up, upon the occurrence of any of
the following events:





(a)           at
the time or on the happening of an event expressly and affirmatively specified
in the Iowa Act to cause dissolution, and which the Iowa Act expressly and
affirmatively provides cannot be varied, waived or altered, which as of the date
of this Agreement were the events specified in Sections 489.701(1)(d),
489.701(1)(e) and 489.705 of the Iowa Act, but, with respect to Section 489.705,
subject to the Company's rights under Sections 489.706 and 489.707 of the Iowa
Act; or





(b)           upon
the affirmative vote of the Members taken or obtained in accordance with Article
6.





This
paragraph supersedes and overrides in entirety Section 489.701 of the Iowa
Act.


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Upon dissolution, the Company shall
wind up its activities, and the Company continues after dissolution only for the
purposes of winding up.  In winding up the Company's activities, the
Company shall discharge the Company's debts, obligations or other liabilities,
settle and close the Company's activities, and marshal and distribute the assets
of the Company.  The Company may also engage in and take any or all of
the actions permitted by Sections 489.702, 489.703 and 489.704 of the Iowa
Act.





10.2      Distribution
of Assets Upon Dissolution.  Upon the winding
up of the Company, the assets of the Company shall be distributed in the
following order:





(a)           to
creditors, including Members who are creditors (to the extent permitted by
applicable law), in satisfaction of the liabilities of the Company;





(b)           to
the Members in proportion to, and to the extent of, the positive balances in
their respective Capital Accounts, as determined after taking into account all
Capital Account adjustments for the Company's Fiscal Year in which the
dissolution occurs; and then





(c)           to
the Members, pro rata based upon the respective number of Units held by the
Members.





The
Directors shall have the authority to make the determination of whether the
distribution of assets under this Section to creditors, or any Distributions
under this Section to the Members, shall be made in the form of cash, property
or otherwise.





10.3      Statement
of Dissolution or Termination; Post-Dissolution Statement of
Authority.  When all debts,
liabilities and obligations of the Company have been paid and discharged or
reasonably adequate provisions therefor have been made and all of the remaining
property and assets of the Company have been distributed to the Members, a
statement of dissolution and/or statement of termination and any other necessary
or appropriate documents, as determined by the Directors, shall be executed and
filed with the Iowa Secretary of State and with such other governmental,
regulatory or other authorities as are determined by the
Directors.  Thereafter, the existence of the Company shall cease,
except for the purpose of suits, other proceedings and appropriate action as may
be expressly provided in the Iowa Act.  The Directors and the officers
of the Company shall have authority to distribute any property or assets of the
Company discovered after dissolution, convey real estate and take all such other
action as the Directors or the officers may determine to be necessary or
appropriate on behalf of and in the name of the Company.





After a statement of dissolution
becomes effective, the Directors or officers of the Company may execute and file
or record with the Iowa Secretary of State and all such other governmental,
regulatory or other authorities as are determined by the Directors or the
officer in question, a post-dissolution statement of authority in a form
permitted by the Iowa Act.  The Directors or the officers of the
Company may also execute and file or record such amendments to or cancellations
of any such post-dissolution statement of authority as are determined by the
Directors or the officers from time to time.


E-42


10.4      Winding
Up.  Upon dissolution,
each Member shall look solely to the assets of the Company for the return of the
Member's Capital Account or to pay any Distributions owed to the
Member.  If the Company property remaining after the payment or
discharge of the debts, liabilities and obligations of the Company is
insufficient to return the Capital Account of a Member, or to pay any
Distributions owed to the Member, such Member shall have no recourse against the
Company, any Director, any officer of the Company or any other
Member.  No Member shall be required to restore any deficit in the
Member's Capital Account and any such deficit shall not be treated as an asset
of the Company.





The
winding up of the affairs of the Company and the distribution of its property
and assets shall be conducted exclusively by the Directors and the officers of
the Company, and the Directors and the officers of the Company are hereby
authorized to take all actions necessary or appropriate to accomplish such
winding up and distribution, including selling any property or assets of the
Company which the Directors or any officer deem necessary or appropriate to sell
and the actions permitted by Sections 489.702, 489.703 and 489.704 of the Iowa
Act.





ARTICLE
11


STANDARDS OF CONDUCT FOR
DIRECTORS AND MEMBERS





11.1      Standards
For Directors.The only
fiduciary duties a Director owes to the Company and the Members are the duty of
loyalty and the duty of care set forth in the following subparagraphs (a) and
(b):





(a)           A
Director's duty of loyalty to the Company and the Members is limited to the
following:





(i)           To
account to the Company and to hold as trustee for the Company any property,
profit or benefit derived by the Director regarding any of the
following:  (1) in the conduct or winding up of the Company's
activities; (2)  from a use by the Director of the Company's property;
or (3) from the appropriation of a Company opportunity;





(ii)          To
refrain from dealing with the Company in the conduct or winding up of the
Company's activities as or on behalf of a Person having an interest adverse to
the Company; and





(iii)         To
refrain from competing with the Company in the conduct of the Company's
activities before the dissolution of the Company;


E-43


provided,
however, that (1) the Directors who are not interested in the specific act or
transaction in question may, by the vote of a majority of those Directors,
authorize or ratify, after full disclosure of all material facts, a specific act
or transaction that would otherwise violate the above described duty of loyalty;
(2) the Members who are not interested in the specific act or transaction in
question may, by the vote of such Members who hold at least a majority of the
outstanding Units held by such Members, authorize or ratify, after full
disclosure of all material facts, a specific act or transaction that would
otherwise violate the above described duty of loyalty; (3) it is a defense to a
claim under subclause (ii) immediately above, and any comparable claim in equity
or at common law, that the transaction was fair to the Company; and (4) the duty
stated under subclause (iii) immediately above continues only until the winding
up of the Company is completed.





(b)           A
Director's duty of care to the Company and the Members in the conduct and
winding up of the Company's activities is to act with the care that a Person in
a like position would reasonably exercise under similar circumstances and in a
manner the Director reasonably believes to be in the best interests of the
Company.  In discharging this duty, a Director may rely in good faith
upon opinions, reports, statements or other information provided by another
Person that the Director reasonably believes is a competent and reliable source
for the information.





In addition, a Director satisfies the
above referenced duty of care if all of the following apply:  (1) the
Director is not interested in the subject matter of the business judgment; (2)
the Director is informed with respect to the subject of the business judgment to
the extent the Director reasonably believes to be appropriate in the
circumstances; and (3) the Director has a rational basis for believing that the
business judgment is in the best interests of the Company.





Notwithstanding
anything which may appear to be to the contrary in the foregoing, a Director's
duty of loyalty and duty of care to a Member is subject to Section 489.901(2) of
the Iowa Act, and a Person challenging a Director's business judgment has the
burdens of proof set forth in Section 489.409(7)(b) of the Iowa
Act.





A
Director shall also discharge the Director's duties under the Iowa Act and this
Agreement and exercise any rights consistently with the contractual obligation
of good faith and fair dealing.  The determination of whether a
Director has met the obligation of good faith and fair dealing with respect to
any particular matter shall be determined utilizing, and based on, a subjective
standard based solely upon the actual knowledge and intent of the Director in
question, and not based on a reasonableness, objective or other third party or
general standard.





A
Director does not violate a duty or obligation under the Iowa Act or under this
Agreement merely because the Director's conduct furthers the Director's own
interest.





The
Company and the Members expressly state and agree that any and all exclusions,
restrictions and/or limitations on or of, or any eliminations of, any of the
duties or obligations of the Directors as set forth in this Section are not
manifestly unreasonable and are consistent with the intent and desire of the
Company and the Members.


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11.2      Limitation
of Liability of Directors.In addition to
the exclusions, restrictions, limitations and protections provided in Section
11.1, a Director shall not be liable to the Company or to the Members for money
damages, except only for any of the following:  (i) a breach of the duty
of loyalty as specified in Section 11.1(a); (ii) a financial benefit received by
the Director to which the Director is not entitled; (iii) a breach of a duty
under Section 489.406 of the Iowa Act; (iv) intentional infliction of harm on
the Company or a Member; or (v) an intentional violation of criminal
law.  If the Iowa Act or other applicable law is hereafter amended to
authorize the additional or further elimination of or limitation on the
liability of managers, then the liability of a Director, in addition to the
elimination of and limitation on personal liability provided in this Section,
shall be eliminated and limited to the extent of such amendment, automatically
and without any further action, to the maximum extent permitted by
law.   Any repeal or modification of this Section or the
provisions of the Iowa Act with respect to this Section shall be prospective
only, and shall not adversely affect any elimination of or limitation on the
personal liability, or any other right or protection, of a Director with respect
to any state of facts existing at or prior to the time of such repeal or
modification.





11.3      Standards
of Conduct for Members.A Member shall
discharge the Member's duties under the Iowa Act and this Agreement and exercise
any rights consistently with the contractual obligation of good faith and fair
dealing.  A Member does not, however, have any fiduciary duty to the
Company or to any other Member solely by reason of being a member of the
Company, and a Member may, subject to any prohibitions, restrictions or other
limitations set forth in any other agreement between the Member and the Company,
engage in other business and activities in addition to being a member of the
Company.





ARTICLE
12


INDEMNIFICATION





The Company shall reimburse for any
payment made by, and indemnify for any debt, obligation or other liability
incurred by, a Director or officer of the Company in the course of the
Director's or the officer's activities on behalf of the Company, and shall
otherwise indemnify and advance or reimburse expenses to each Director and
officer of the Company for liability incurred by them in such capacities, or
arising out of their status as such, to the full and maximum extent authorized
or permitted by the Iowa Act or other applicable law.  This Article
does not limit or otherwise affect any provisions of this Agreement (including
Sections 8.3, 8.4 and 11.1) which provide for any elimination of, or any
restriction or limitation on, any duties or obligations otherwise imposed under
Sections 489.405 or 489.409 of the Iowa Act.





If the Iowa Act or other applicable law
is hereafter amended to authorize broader, additional or further
indemnification, then the indemnification obligations of the Company shall be
deemed to be amended automatically, and without any further action, to require
indemnification and advancement and reimbursement of funds to pay for or
reimburse expenses of the Directors and the officers of the Company to the full
and maximum extent then permitted by law.  Any repeal or modification
of this Article or any other applicable provision of this Agreement, the Iowa
Act or other applicable law shall not limit or adversely affect any
indemnification or other obligations of the Company under this Article with
respect to any acts or omissions occurring, in whole or in part, on or at any
time prior to, or any state of facts existing, in whole or in part, on or at or
any time prior to, the time of such repeal or modification.  Each
Person who is now serving or who shall hereafter serve as a Director or an
officer of the Company shall be deemed to be doing so in reliance upon the
rights provided for in this Article, and such rights shall continue as to a
Person who has ceased to be a Director or an officer of the Company, as the case
may be, and shall inure to the benefit of the heirs, executors, legal or
personal representatives, administrators and successors of such
Person.  If this Article or any portion of this Article shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each Director and officer of the Company to
the full and maximum extent permitted by any portion of this Article that shall
not have been invalidated.


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Except only as may be limited by the
express and affirmative requirements of the Iowa Act, the indemnification and
advancement and reimbursement of expenses provided by or granted pursuant to
this Article shall not be deemed exclusive of any other rights which a Director
or an officer of the Company may have or hereafter acquire or become entitled to
under any law or regulation, the Certificate of Organization, this Agreement or
another agreement, vote of the Directors, vote of the Members or
otherwise.





The Company may, by action of the
Directors, provide indemnification to such of the Members, employees and agents
of the Company, and to such extent and to such effect, as the Directors may from
time to time determine to be appropriate.





The Company may purchase and maintain
insurance, at its expense, to protect itself and any Person who is or was a
Director, Member, officer, employee or agent of the Company, or while a
Director, Member, officer, employee or agent of the Company, is or was serving
at the request of the Company as a manager, member, director, officer, partner,
trustee, employee or agent of a limited liability company, corporation,
partnership, limited partnership, joint venture, trust, employee benefit plan or
other Person, against any liability asserted against such Person or incurred by
such Person in such capacity, or arising from or out of such Person's status as
such, and whether or not the Company could, under the Iowa Act, eliminate or
limit such Person's liability to the Company for the conduct giving rise to the
liability, or would have the power to indemnify such Person against such
liability under the provisions of this Article, the Iowa Act or
otherwise.  The Company may create a trust fund, grant a security
interest and/or use other means (including letters of credit, surety bonds
and/or similar arrangements), as well as enter into contracts providing for
indemnification to the maximum extent permitted by law and including as a part
thereof any or all of the foregoing, to ensure the payment of such sums as may
be necessary to effect full indemnification.  The Company's obligation
to make indemnification and to pay expenses pursuant to this Article shall be in
excess of any insurance purchased and maintained by the Company.  To
the extent that indemnity or expenses of a Person entitled to indemnification
and payment of expenses pursuant to this Article are paid on behalf of or to
such Person by such insurance, such payments shall be deemed to be applied
towards satisfaction of the Company's obligation to such Person to make
indemnification and to pay expenses pursuant to this Article.


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All references to "indemnify",
"indemnification" and other variations of those words in this Article are
intended to include the advancement and/or reimbursement of the costs and
expenses of the Director, officer or other Person in question.





ARTICLE
13


MISCELLANEOUS
PROVISIONS





13.1      Notices.Subject to the
last paragraph in this Section, all notices, demands, requests and other
communications desired or required to be given under this Agreement ("Notices"),
shall be in writing and shall be given by: (i) hand delivery to the address for
Notices; (ii) delivery by overnight courier service to the address for Notices;
or (iii) sending the same by United States mail, postage prepaid, addressed to
the address for Notices.





Subject
to the last paragraph in this Section, all Notices shall be deemed given and
effective upon the earlier to occur of: (i) the hand delivery of the Notice to
the address for Notices; (ii) one business day after the deposit of the Notice
with an overnight courier service by the time deadline for next day delivery
addressed to the address for Notices; or (iii) three business days after
depositing the Notice in the United States mail as set forth in the preceding
paragraph.





Subject
to the last paragraph in this Section, all Notices to a Director or a Member
shall be addressed to the address of the Director or the Member, as the case may
be, as it appears in the Company's records, and all Notices to the Company shall
be sent to both the principal office and to the registered agent and office of
the Company as set forth in the records of the Iowa Secretary of State, or to
such other Persons or at such other place as the Director, the Member or the
Company, as the case may be, may by Notice designate as a place for service of
Notice.





Notwithstanding the foregoing or any
other term or condition of this Agreement, or otherwise, which may appear to be
to the contrary, any notice, demand, request or other communication desired or
required to be given by the Company under this Agreement may be given by the
Company to a Director or to a Member by any form of electronic transmission, and
any notice given by any form of electronic transmission shall be deemed to be
the equivalent of written notice for all purposes, and such electronic
transmission and notice shall be deemed to be given and effective upon the
Company's transmission thereof to the Director or the Member in
question.  An electronic transmission may include any process of
communication not involving the physical transfer of paper that is suitable for
the retention, retrieval and reproduction of information by the recipient, and
shall include e-mail to the last e-mail address as may from time to time be
supplied to the Company by any Director or Member.  Each Director and
Member shall be responsible for notifying the Company in writing of any change
in the e-mail address of such Director or Member.  Notwithstanding any
term or condition of this Agreement or otherwise which may appear to be to the
contrary, any written consent or written action by any Director or by any Member
may also be given and received by the Company and by the Director or the Member,
as the case may be, by any form of electronic transmission.


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13.2      Application
of Iowa Law.  This Agreement is
entered into and performable in material part in Iowa, and the application and
interpretation hereof shall be governed by and construed in accordance with the
laws of the State of Iowa, and, subject to the following, specifically the Iowa
Act, but without regard to provisions thereof relating to conflicts of law or
choice of law.





Without limiting Section 13.11, any
statements in this Agreement that provide that certain sentences, sections or
other provisions of this Agreement supersede and override certain provisions or
sections of the Iowa Act are not intended to be exclusive statements regarding
that issue, and other sentences, sections and provisions of this Agreement also
supersede and override various provisions or sections of the Iowa Act, with it
being the intent and desire of the Company and the Members that the Certificate
of Organization and this Agreement shall be the sole and exclusive statement and
agreement by and among the Members and between the Members and the Company and
that the Certificate of Organization and this Agreement therefore override and
supersede the Iowa Act to full and maximum extent permitted by the Iowa
Act.  Without limiting the generality of the foregoing, in the event
of any conflict or inconsistency between any of the terms and conditions of this
Agreement and the Iowa Act, the terms and conditions of this Agreement are
intended by the Company and the Members to govern and control to the full extent
of such conflict or inconsistency.





13.3      Execution
of Additional Instruments; Power of Attorney to Directors.  Each Member
agrees to execute such other and further statements of interest and holdings,
designations, powers of attorney and other instruments that are necessary to
comply with any laws, rules or regulations, or to evidence the authority of the
Directors or the officers of the Company under this Agreement.





Without
limiting the generality of the foregoing, and in addition thereto, each Member
hereby constitutes and appoints each and all of the Directors, acting singly or
together, as the Member's true and lawful agent and attorney in fact, with full
power and authority and in such Member's name, place and stead, to make,
execute, acknowledge, deliver, file and record all such documents and
instruments as may be appropriate to carry out the intent and purposes of this
Agreement or the business and affairs of the Company, including any amendments
or restatements of this Agreement or the Certificate of Organization as may be
approved or adopted by the Directors and/or the Members from time to time in
accordance with this Agreement.  The foregoing power of attorney is
coupled with an interest and shall be irrevocable and survive the death or
incapacity of each Member, may be exercised by the Directors by a single
signature of a Director acting as attorney in fact for all of the Members, and
shall survive any Assignment of Units by a Member.





13.4      Construction.Words and phrases in this
Agreement shall be construed as in the singular or plural number, and as
masculine, feminine or neutral gender, according to the context, including all
references to "Directors" or "Director" or to "Members" or "Member" during any
period of time that the Company only has, respectively, one Director or one
Member.  The use of the words "herein", "hereof", "hereunder" and
other similar compounds of the word "here" refer to this entire Agreement and
not to any particular article, section, paragraph or provision.  Any
reference in this Agreement to an "Article", a "Section" or a "Schedule" is to
the article, section or schedule of this Agreement, unless otherwise expressly
indicated.  The words "include", "includes" and "including" are used
in this Agreement in a nonexclusive manner and fashion, that is so as to
include, but without limitation, the items, facts, acts or matters in
question.  Any reference in this Agreement to a section of the Iowa
Act, the Code, the Treasury Regulations, or the Exchange Act, or to a rule under
the Exchange Act, shall, unless otherwise expressly provided in this Agreement,
be a reference to such section or rule as amended from time to time and to any
successor section or rule or redesignated section or rule.  This
Agreement shall not be construed more strongly against the Company or any
Director or Member regardless of who was more responsible for its
preparation.


E-48


13.5      Headings
and Captions.The headings,
captions or titles of articles, sections and paragraphs in this Agreement are
provided for convenience of reference only, and shall not be considered a part
hereof for purposes of interpreting or applying this Agreement, and such titles
or captions do not define, limit, extend, explain or describe the scope or
extent of this Agreement or any of its terms or conditions.





13.6      No
Waiver.  No failure or
delay on the part of the Company, any Director, any officer of the Company or
any Member in exercising any right, power or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy.  Except as may be
otherwise provided in this Agreement, the remedies provided for in this
Agreement are cumulative and are not exclusive of any remedies that may be
available to the Company, any Director, any officer of the Company or any Member
at law, in equity or otherwise.





13.7      Severability.  In the event any
provision of this Agreement is held invalid, illegal or unenforceable, in whole
or in part, the remaining provisions of this Agreement shall not be affected
thereby and shall continue to be valid and enforceable.  In the event
any provision of this Agreement is held to be invalid, illegal or unenforceable
as written, but valid, legal and enforceable if modified, then such provision
shall be deemed to be amended to such extent as shall be necessary for such
provision to be valid, legal and enforceable and it shall be enforced to that
extent.  Any finding of invalidity, illegality or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.





13.8      Binding
Effect on Heirs, Successors and Assigns.  This Agreement
shall be binding upon and shall inure to the benefit of the Company, the
Directors, the officers of the Company, the Members and their respective heirs,
executors, administrators, successors, legal representatives and permitted
assigns.  Nothing in this Agreement, express or implied, is intended
to confer upon any Person other than the Company, the Directors, the officers of
the Company, the Members, and their respective heirs, executors, administrators,
successors, legal representatives and permitted assigns, any rights, remedies,
liabilities or obligations under or by reason of this Agreement.





13.9      Creditors.  Without limiting
Section 13.8, none of the provisions of this Agreement are for the benefit of,
or are enforceable by, any creditor of the Company.


E-49


13.10    Counterparts. This Agreement may be
executed by one or more of the Members on any number of separate counterparts or
addendums (including by e-mail or facsimile transmission), and said counterparts
and addendums taken together shall be deemed to constitute one and the same
agreement.





13.11    Entire
Agreement.  Without limiting
Section 13.2, the Certificate of Organization, this Agreement, the Unit
Assignment Policy, any statements of authority that are executed pursuant to
Sections 4.1 or 10.3  and any exhibits and schedules to this Agreement
constitute the entire agreement pertaining to the subject matters of this
Agreement and supersede all negotiations, preliminary agreements and all prior
or contemporaneous discussions and understandings in connection with the subject
matters of this Agreement.  Any exhibits and schedules are
incorporated into this Agreement as if set forth in their entirety and
constitute a part of this Agreement.  This Agreement supersedes and
replaces in entirety the Prior Operating Agreement.





13.12    Indemnification;
Specific Performance.Each Member shall
defend, indemnify and hold the Company, the Directors and each of the other
Members harmless from and against any suit, proceeding, action, claim,
counterclaim, loss, liability, damage, cost and/or expense (including attorneys'
fees and court costs) in any way related to, connected with or arising or
resulting from any misrepresentation or any breach or nonfulfillment of, or
default under, any term or condition of this Agreement by the Member, including
any breach or nonfulfillment of, or default under, Article 9.





Each Member respectively acknowledges
and agrees that the Company shall be entitled to, and hereby instructs and
directs any court or other authority to grant the Company, specific performance
of the duties and obligations of the Member under Section 5.7 and Article
9.





13.13    Consent
to Jurisdiction.  The Company, each
Director, each officer of the Company and each Member hereby submit to the
non-exclusive jurisdiction of any United States or Iowa court sitting in Story
County, Iowa or Polk County, Iowa in any action or proceeding arising out of or
relating to this Agreement, and the Company, each Director, each officer of the
Company and each Member hereby agree that all claims in respect of any such
action or proceeding may be heard and determined in any such United States or
Iowa court. The Company, each Director, each officer of the Company and each
Member waive any objection, including any objection to the laying of venue or
based on the grounds of forum non conveniens,
which they may now or hereafter have to the bringing of any such action or
proceeding in any such court.  The Company, each Director, each
officer of the Company and each Member consent to the service of any and all
process in any such action or proceeding brought in any such court by the
delivery of copies of such process to them at the address specified for Notices
for them.





13.14    Waiver of
Action for Partition.  Each Member
unconditionally and irrevocably waives any right that the Member may have to
maintain any action for partition with respect to any of the assets or
properties of the Company.


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13.15    Waiver of
Jury Trial.The Company, each
Director, each officer of the Company and each Member hereby waive any right to
a jury trial with respect to and in any action, proceeding, suit, claim,
counterclaim, demand or other matter whatsoever arising out of this
Agreement.





IN
WITNESS WHEREOF, this Agreement is made and entered into effective as of the
10th day of November, 2010.





MEMBERSBy:
              /s/ Jeff TaylorJeff
      Taylor, Director andas
      Attorney In Fact for the
Members





[SIGNATURE
PAGE TO SECOND AMENDED AND RESTATED OPERATING


AGREEMENT
OF


LINCOLNWAY
ENERGY, LLC DATED AS OF


NOVEMBER
10, 2010]


E-51


LINCOLNWAY
ENERGY, LLC





UNIT
ASSIGNMENT POLICY


(As
amended on November 10, 2010)





The Directors of Lincolnway Energy, LLC
(the "LLC") have adopted the following as the Unit Assignment Policy of the LLC
as contemplated by and for purposes of the Second Amended and Restated Operating
Agreement of the LLC (as amended or restated from time to time, the "Operating
Agreement").  Any words or terms which are used in this Unit
Assignment Policy and that are defined in the Operating Agreement of the LLC
shall have those same meanings as used in and for purposes of this Unit
Assignment Policy, including, for example, the words "Assignment", "Assigned",
"Assign", "assignee", "assignor", "Code", "Directors" and "Units".





As provided in the Operating Agreement,
an Assignment includes any sale, gift, bequest, assignment or other conveyance,
transfer or disposition whatsoever of a Unit, or any right or interest in, under
or arising from a Unit (including any right to receive any Distribution arising
from any Unit), whether voluntarily or involuntarily, or by operation or any act
or process of law or equity, or otherwise, and including the granting of a
pledge, security interest or other lien or encumbrance in, on or against a Unit
or the entering of a charging order under Section 489.503 of the Iowa Act and
any action to enforce or realize upon, or the exercise of any rights or remedies
whatsoever under or pursuant to, any such pledge, security interest, lien,
encumbrance or charging order (including any sale of the Unit or taking
possession of, or any other interest in, the Unit).  Without limiting
the generality of the foregoing, and in further confirmation thereof, any
purported transfer of a transferable interest (as that term is defined in the
Iowa Act) is an Assignment of the entire underlying Unit or Units.





All Assignments of any Units must be
made in accordance with the Operating Agreement, and also only with the prior
written approval of the Directors.  The Directors may prohibit,
restrict, limit, delay or place conditions on any proposed Assignment of any
Units for any reasonable purpose, as determined by the Directors.  A
reasonable purpose shall in all events include, without limitation, prohibiting,
restricting, limiting, delaying or placing conditions on any Assignment of any
Units which, alone or together with any previous Assignments or other
Assignments that are known or intended or that may reasonably be anticipated,
would or might reasonably be determined to:





(a)           violate
or cause the LLC to violate or to otherwise be in noncompliance with any
applicable law, rule, regulation or order, including any foreign, federal, state
or local securities law, rule, regulation or order;





(b)           cause
the LLC to be taxed as a corporation for tax purposes, including by reason of
Section 7704 of the Code;





(c)           result
in the termination of the LLC or the LLC's tax year for tax purposes, including
under Section 708 of the Code, or cause the application to the LLC of Sections
168(g)(1)(B) or 168(h) of the Code or similar or analogous rules;





(d)           violate
any term or condition of the Operating Agreement, including Section
5.7;


E-52


(e)           violate
or cause the LLC to violate or to otherwise be in noncompliance with any law,
rule, regulation or order applicable to the LLC's selection or use of its then
current Fiscal Year, including under Section 444 of the Code;





(f)           
require the LLC to become licensed, registered or regulated as an investment
company, a broker-dealer or any other form of regulated entity under any
applicable foreign, federal, state or local law, rule, regulation or order;
or





(g)           create
or result in any fractional Units.





The assignor and assignee in each
proposed Assignment shall provide the LLC with a Unit Assignment Application in
a form provided by the LLC, and with all such other documents, instruments and
information as are deemed to be necessary or appropriate from time to time by
the Directors, including (i) the assignee's taxpayer identification number; (ii)
the information necessary to determine the assignee’s initial tax basis in the
Units which were Assigned to the assignee; (iii) all information necessary or
appropriate for the LLC to be able to file all required tax returns and other
legally required information statements or returns; (iv) evidence that the
assignee is properly authorized to acquire the Units and to become a Member and
that the assignor is authorized to Assign the Units to the assignee; and (v) a
copy of the agreement between the assignee and the assignor.  The
agreement between the assignor and the assignee must acknowledge the
requirements of the Operating Agreement and this Unit Assignment
Policy.





The LLC reserves the right to require
the assignor and/or the assignee in each proposed Assignment to provide the LLC
with an opinion of counsel for the LLC or for the assignor and/or the assignee,
in form and content acceptable to the LLC, to the effect that the proposed
Assignment shall not have or cause any of the results or effects described in
subparagraphs (a) through (g) above in this Unit Assignment Policy.





The LLC also reserves the right to
require the assignor and/or the assignee in each proposed Assignment to pay
directly or to reimburse the LLC for all fees, costs and expenses paid or
incurred by the LLC in connection with the Assignment, including legal and
accounting fees.





An Assignment of a Unit may be made
pursuant to and upon the terms and conditions of any unit matching service as
may be made available from time to time by the LLC on the website of the LLC in
accordance with Section 1.7704-1(g) of the Treasury Regulations.





An Assignment of a Unit may be made to
the LLC in accordance with Section 9.6 of the Operating Agreement.





The Directors are not required to act
upon any proposed Assignment of any Unit until the next regularly scheduled
meeting of the Directors which follows the date on which the LLC receives a
completed and executed Unit Assignment Application from the assignor and the
assignee in form and content acceptable to the Directors.


E-53


An Assignment of a Unit which is
approved by the Directors shall be effective for all purposes (including for
purposes of allocations and Distributions) as of the date determined by the
Directors, but such date must be within 32 days of the date of the approval of
the Assignment by the Directors.





The effect of an Assignment which is
approved by the Directors shall be governed by the Operating Agreement, and an
assignee must become a Substitute Member in accordance with the terms of the
Operating Agreement.


E-54