**Exhibit3.2**

** **

**THIRDAMENDED AND RESTATED****OPERATING AGREEMENT**

**OF**

**LITTLESIOUX CORN PROCESSORS, L.L.C.**

**DatedMarch 24, 2005**

THE SECURITIES (MEMBERSHIP INTERESTS) EVIDENCED BYAND/OR ISSUED PURSUANT TO THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDERANY SECURITIES OR BLUE SKY LAWS OF ANY STATE OR JURISDICTION.  THEREFORE, THE SECURITIES MAY NOT BE SOLD,PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS SHALLHAVE BECOME EFFECTIVE WITH REGARD TO THE PROPOSED TRANSFER OR, IN THE OPINIONOF LEGAL COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION OR QUALIFICATION UNDERTHE SECURITIES ACT OR BLUE SKY LAWS IS NOT REQUIRED IN CONNECTION WITH THEPROPOSED TRANSFER.  TRANSFER OF THESECURITIES IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS SET FORTH HEREIN.

 

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LITTLE SIOUX CORNPROCESSORS, L.L.C. OPERATING AGREEMENT

(CONTAINSRESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS)

TABLE OF CONTENTS
| SECTION 1: THE COMPANY                                      |   | 4      |
|-------------------------------------------------------------|--------|--------|
| 1.1 Formation                                               |   | 4      |
| 1.2 Name                                                    |   | 4      |
| 1.3 Purchase; Powers                                        |   | 4      |
| 1.4 Principal Place of  Business                            |   | 4      |
| 1.5 Term                                                    |   | 4      |
| 1.6 Agent For Service  of Process                           |   | 5      |
| 1.7 Title to Property                                       |   | 5      |
| 1.8 Payment of  Individual Obligations                      |   | 5      |
| 1.9 Independent  Activities; Transactions With Affiliates   |   | 5      |
| 1.10 Definitions                                            |   | 5      |
|                                                        |   |   |
| SECTION 2. CAPITAL  CONTRIBUTIONS; CAPITAL ACCOUNTS         |   | 10     |
| 2.1 Original Capital  Contributions                         |   | 10     |
| 2.2 Additional Capital  Contributions; Additional Units     |   | 10     |
| 2.3 Capital Accounts                                        |   | 10     |
|                                                        |   |   |
| SECTION 3. ALLOCATIONS                                      |   | 11     |
| 3.1 Profits                                                 |   | 11     |
| 3.2 Losses                                                  |   | 11     |
| 3.3 Special Allocations                                     |   | 11     |
| 3.4 Curative  Allocations                                   |   | 12     |
| 3.5 Loss Limitation                                         |   | 12     |
| 3.6 Other Allocation  Rules                                 |   | 13     |
| 3.7 Tax Allocations:  Code Section 704(c)                   |   | 13     |
|                                                        |   |   |
| SECTION 4.  DISTRIBUTIONS                                   |   | 13     |
| 4.1 Net Cash Flow                                           |   | 13     |
| 4.2 Amounts Withheld                                        |   | 13     |
| 4.3 Limitations on  Distributions                           |   | 13     |
|                                                        |   |   |
| SECTION 5. MANAGEMENT                                       |   | 13     |
| 5.1 Directors                                               |   | 14     |
| 5.2 Election and  Appointment of Directors                  |   | 14     |
| 5.3 Committees                                              |   | 15     |
| 5.4 Authority of  Directors                                 |   | 15     |
| 5.5 Director as Agent                                       |   | 16     |
| 5.6 Restriction on  Authority of Directors                  |   | 16     |
| 5.7 Director Actions                                        |   | 17     |
| 5.8 Duties and Obligations  of Directors                    |   | 18     |
| 5.9 Chairman and Vice  Chairman                             |   | 18     |
| 5.10 President and  Chief Executive Officer                 |   | 18     |
| 5.11 Chief Financial  Officer                               |   | 18     |
| 5.12 Secretary;  Assistant Secretary                        |   | 18     |
| 5.13 Vice President                                         |   | 18     |
| 5.14 Delegation                                             |   | 19     |
| 5.15 Execution of  Instruments                              |   | 19     |
| 5.16 Limitation of  Liability; Indemnification of Directors |   | 19     |

 

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| 5.17 Compensation; Expenses  of Directors                                           |   | 19     |
|-------------------------------------------------------------------------------------|--------|--------|
| 5.18 Loans                                                                          |   | 19     |
|                                                                                |   |   |
| SECTION 6. ROLE OF  MEMBERS                                                         |   | 19     |
| 6.1 Rights of Powers                                                                |   | 20     |
| 6.2 Voting Rights                                                                   |   | 20     |
| 6.3 Member Meetings;  Quorum and Proxies                                            |   | 20     |
| 6.4 Termination of  Membership                                                      |   | 20     |
| 6.5 Continuation of the  Company                                                    |   | 20     |
| 6.6 No Obligation to  Purchase Membership Interest                                  |   | 20     |
| 6.7 Waiver of  Dissenters Rights                                                    |   | 20     |
|                                                                                |   |   |
| SECTION 7. ACCOUNTING,  BOOKS AND RECORDS                                           |   | 20     |
| 7.1 Accounting, Books  and Records                                                  |   | 20     |
| 7.2 Reports                                                                         |   | 21     |
| 7.3 Tax Matters                                                                     |   | 21     |
| 7.4 Delivery to Members  and Inspection                                             |   | 21     |
|                                                                                |   |   |
| SECTION 8. AMENDMENTS                                                               |   | 21     |
| 8.1 Amendments                                                                      |   | 22     |
|                                                                                |   |   |
| SECTION 9. TRANSFERS                                                                |   | 22     |
| 9.1 Restrictions on  Transfers                                                      |   | 22     |
| 9.2 Permitted Transfers                                                             |   | 22     |
| 9.3 Conditions to  Permitted Transfers                                              |   | 22     |
| 9.4 Prohibited  Transfers                                                           |   | 23     |
| 9.5 Rights of  Unadmitted Assignees                                                 |   | 23     |
| 9.6 Admission of  Substituted Members                                               |   | 24     |
| 9.7 Representations  Regarding Transfers                                            |   | 24     |
| 9.8 Distribution and  Allocation in Respect of Transferred Units                    |   | 24     |
|                                                                                |   |   |
| SECTION 10. DISSOLUTION  AND WINDING UP                                             |   | 25     |
| 10.1 Dissolution                                                                    |   | 25     |
| 10.2 Winding Up                                                                     |   | 25     |
| 10.3 Compliance with  Certain Requirements of Regulations; Deficit Capital Accounts |   | 25     |
| 10.4 Deemed  Distribution and Recontribution                                        |   | 25     |
| 10.5 Rights of Unit  Holders                                                        |   | 26     |
| 10.6 Allocations During  Period of Liquidation                                      |   | 26     |
| 10.7 Character of  Liquidating Distributions                                        |   | 26     |
| 10.8 The Liquidator                                                                 |   | 26     |
| 10.9 Forms of  Liquidating Distributions                                            |   | 26     |
|                                                                                |   |   |
| SECTION 11.  MISCELLANEOUS                                                          |   | 26     |
| 11.1 Notices                                                                        |   | 26     |
| 11.2 Binding Effect                                                                 |   | 26     |
| 11.3 Construction                                                                   |   | 26     |
| 11.4 Headings                                                                       |   | 27     |
| 11.5 Severability                                                                   |   | 27     |
| 11.6 Incorporation By  Reference                                                    |   | 27     |
| 11.7 Variation of Terms                                                             |   | 27     |
| 11.8 Governing Law                                                                  |   | 27     |
| 11.9 Waiver of Jury  Trial                                                          |   | 27     |
| 11.10 Counterpart  Execution                                                        |   | 27     |
| 11.11 Specific Performance                                                          |   | 27     |

 

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**THIRDAMENDED AND RESTATED OPERATING AGREEMENT**

**OF**

**LITTLESIOUX CORN PROCESSORS, L.L.C.**

THISOPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective asof the 24th day of March, 2005 (the “Effective Date”), byand among LITTLE SIOUX CORN PROCESSORS, L.L.C., an Iowa limited liabilitycompany (the “Company”), each of the Persons who are identified as Members onthe attached Exhibit A and who have executed a counterpart of this Agreementand a Subscription Agreement, and any other Persons as may from time-to-time besubsequently admitted as a Member of the Company in accordance with the termsof this Agreement. Capitalized terms not otherwise defined herein shall havethe meaning set forth in Section 1.10.

WHEREAS,the Members of the Company have adopted a Second Amended and Restated OperatingAgreement of the Company dated December 17, 2001, and a First Amendment to theSecond Amended and Restated Operating Agreement dated June 26, 2003, pursuantto the Iowa Limited Liability Company Act (the “Act”); and

WHEREAS,the Members desire to amend and restate the Second Amended and RestatedOperating Agreement together with the First Amendment thereto, to revise andset forth the respective rights, duties, and responsibilities with respect tothe Company and its business and affairs.

NOW,THEREFORE, in consideration of the covenants and agreements contained herein,and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto agree as follows:

SECTION 1.  THE COMPANY

1.1           Formation.  The initial Members formed the Company as anIowa limited liability company by filing Articles of Organization with the IowaSecretary of Sate on September 28, 2000 pursuant to the provisions of the Act.  To the extent that the rights or obligationsof any Member are different by reason of any provision of this Agreement thanthey would be in the absence of such provisions, this Agreement shall, to theextent permitted by the Act, control.

1.2           Name.   The name of the Company shall be “LittleSioux Corn Processors, L.L.C.” and all business of the Company shall beconducted in such name.

1.3           Purpose; Powers.   The nature of the business and purposes ofthe Company are (i) to own, construct, operate, lease, finance, contract with,and/or invest in ethanol production and co-product production facilities aspermitted under the applicable laws of the State of Iowa; (ii) to engage in theprocessing of corn, grains and other feedstocks into ethanol and any and allrelated co-products, and the marketing of all products and co-products fromsuch processing; and (iii) to engage in any other business and investmentactivity in which an Iowa limited liability company may lawfully be engaged, asdetermined by the Class A Directors.  TheCompany has the power to do any and all acts necessary, appropriate, proper,advisable, incidental or convenient to or in furtherance of the purpose of theCompany as set forth in this Section 1.3 and has, without limitation, any andall powers that may be exercised on behalf of the Company by the Directorspursuant to Section 5 hereof.

1.4           Principal Place of Business.   The Company shall continuously maintain anoffice in Iowa. The principal office of the Company shall be at 102 LewisAvenue South, Cleghorn, Iowa, 51014, or elsewhere as the Directors maydetermine. Any documents required by the Act to be kept by the Company shall bemaintained at the Company’s principal office.

1.5           Term.   The term of the Company commenced on thedate the Articles of Organization (the “Articles”) of the Company were filedwith the office of the Iowa Secretary of State, and shall continue until thewinding up and liquidation of the Company and its business is completedfollowing a Dissolution Event as provided in Section 10 hereof.

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1.6           Agent For Service of Process.   The name and address of the agent forservice of process on the Company in the State of Iowa shall be William E.Hanigan, 666 Grand Avenue, Suite 2000, Des Moines, Iowa, 50309, or anysuccessor as appointed by the Class A Directors.

1.7           Title to Property.   All Property owned by the Company shall beowned by the Company as an entity and no Member shall have any ownershipinterest in such Property in its individual name.  Each Member’s interest in the Company shallbe personal property for all purposes. At all times after the Effective Date, the Company shall hold title toall of its Property in the name of the Company and not in the name of anyMember.

1.8           Payment of Individual Obligations.   Company’s credit and assets shall be usedsolely for the benefit of the Company, and no asset of the Company shall beTransferred or encumbered for, or in payment of, any individual obligation ofany Member.

1.9           Independent Activities;Transactions With Affiliates.   TheDirectors shall be required to devote such time to the affairs of the Companyas may be necessary to manage and operate the Company, and shall be free toserve any other Person or enterprise in any capacity that the Director may deemappropriate in its discretion.  Neitherthis Agreement nor any activity undertaken pursuant hereto shall (i) preventany Member or Director or their Affiliates, acting on their own behalf, fromengaging in whatever activities they choose, whether the same are competitivewith the Company or otherwise, and any such activities may be undertakenwithout having or incurring any obligation to offer any interest in suchactivities to the Company or any Member, or (ii) require any Member or Directorto permit the Company or Director or Member or its Affiliates to participate inany such activities, and as a material part of the consideration for theexecution of this Agreement by each Member, each Member hereby waives,relinquishes, and renounces any such right or claim of participation.  To the extent permitted by applicable law andsubject to the provisions of this Agreement, the Directors are herebyauthorized to cause the Company to purchase Property from, sell Property to orotherwise deal with any Member (including any Member who is also a Director),acting on its own behalf, or any Affiliate of any Member; provided that anysuch purchase, sale or other transaction shall be made on terms and conditionswhich are no less favorable to the Company than if the sale, purchase or othertransaction had been made with an independent third party.

1.10         Definitions.   Capitalized words and phrases used in thisAgreement have the following meanings:

(a)           “Act” means the Iowa LimitedLiability Company Act, as amended from time to time (or any correspondingprovision or provisions of any succeeding law).

(b)           “Adjusted Capital Account Deficit”means, with respect to any Unit Holder, the deficit balance, if any, in suchUnit Holder’s Capital Account as of the end of the relevant Fiscal Year, after givingeffect to the following adjustments: (i) Credit to such Capital Account anyamounts which such Unit Holder is deemed to be obligated to restore pursuant tothe next to the last sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) ofthe Regulations; and (ii) Debit to such Capital Account the items described inSections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition is intended to comply with the provisions ofSection 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpretedconsistently therewith.

(c)           “Affiliate” means, with respect toany Person (i) any Person directly or indirectly controlling, controlled by orunder common control with such Person (ii) any officer, Director, generalpartner, member or trustee of such Person or (iii) any Person who is anofficer, Director, general partner, member or trustee of any Person describedin clauses (i) or (ii) of this sentence. For purposes of this definition, theterms “controlling,” “controlled by” or “under common control with” shall meanthe possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of a Person or entity, whether throughthe ownership of voting securities, by contract or otherwise, or the power toelect at least 50% of the Directors, members, or persons exercising similarauthority with respect to such Person or entities.

(d)           “Agreement” means this OperatingAgreement of Little Sioux Corn Processors, L.L.C., as amended from time totime.

(e)           “Articles” means the Articles ofOrganization of the Company filed with the Iowa Secretary of State, as same maybe amended from time-to-time.

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(f)            “Assignee” means a transferee ofUnits who is not admitted as a substituted member pursuant to Section 9.6.

(g)           “Capital Account” means the separatecapital account maintained for each Unit Holder in accordance with Section 2.3.

(h)           “Capital Contributions” means, withrespect to any Member, the amount of money (US Dollars) and the initial GrossAsset Value of any assets or property (other than money) contributed by theMember (or such Member’s predecessor in interest) to the Company (net ofliabilities secured by such contributed property that the Company is consideredto assume or take subject to under Code Section 752) with respect to the Unitsin the Company held or purchased by such Member, including additional CapitalContributions.

(i)            “Class A Directors” means allPersons who (i) are referred to as such in Section 5.1 of this Agreement orhave become a Class A Directors pursuant to the terms of this Agreement, and(ii) have not ceased to be Class A Directors pursuant to the terms of thisAgreement.

(j)            “Class B Directors” means allPersons who (i) are referred to as such in Section 5.1 of this Agreement, and(ii) have not ceased to be Class B Directors pursuant to the terms of thisAgreement.  The authority of Class BDirectors is limited as set forth in this Agreement.

(k)           “Code” means the United StatesInternal Revenue Code of 1986, as amended from time to time.

(l)            “Company” means Little Sioux CornProcessors, L.L.C., an Iowa limited liability company.

(m)          “Company Minimum Gain” has the meaninggiven the term “partnership minimum gain” in Sections 1.704-2(b)(2) and 1.704-2(d)of the Regulations.

(n)           “Debt” means (i) any indebtedness forborrowed money or the deferred purchase price of property as evidenced by anote, bonds, or other instruments, (ii) obligations as lessee under capitalleases, (iii) obligations secured by any mortgage, pledge, security interest,encumbrance, lien or charge of any kind existing on any asset owned or held bythe Company whether or not the Company has assumed or become liable for theobligations secured thereby, (iv) any obligation under any interest rate swapagreement, (v) accounts payable and (vi) obligations under direct or indirectguarantees of (including obligations (contingent or otherwise) to assure acreditor against loss in respect of) indebtedness or obligations of the kindsreferred to in clauses (i), (ii), (iii), (iv) and (v), above provided that Debtshall not include obligations in respect of any accounts payable that areincurred in the ordinary course of the Company’s business and are notdelinquent or are being contested in good faith by appropriate proceedings.

(o)           “Depreciation” means, for each FiscalYear, an amount equal to the depreciation, amortization, or other cost recoverydeduction allowable with respect to an asset for such Fiscal Year, except thatif the Gross Asset Value of an asset differs from its adjusted basis forfederal income tax purposes at the beginning of such Fiscal Year, Depreciationshall be an amount which bears the same ratio to such beginning Gross AssetValue as the federal income tax depreciation, amortization, or other costrecovery deduction for such Fiscal Year bears to such beginning adjusted taxbasis; provided, however, that if the adjusted basis for federal income taxpurposes of an asset at the beginning of such Fiscal Year is zero, Depreciationshall be determined with reference to such beginning Gross Asset Value usingany reasonable method selected by the Class A Directors.

(p)           “Directors” means all Class ADirectors and Class B Directors, collectively.    Notwithstanding the foregoing, however,wherever this Agreement requires or permits action to be taken with theconsent, approval or affirmative vote of the Class A Directors, only Class ADirectors shall be required or permitted to consent, approve or vote withrespect thereto, it being expressly understood and agreed that the authority ofClass B Directors shall be limited as otherwise provided herein.  For purposes of the Act, the Directors shallbe deemed to be the “managers” (as such term is defined and used in the Act) ofthe Company. Unless otherwise stated in this Agreement, any action taken by theDirectors shall require the affirmative vote of a majority of the Directorspresent at a meeting of the 

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Directors (inperson or by telephonic or other electronic means as more specificallydescribed in Section 5.7) and entitled to vote upon respective resolutionsregarding the matters presented thereat.

(q)           “Dissolution Event” shall have themeaning set forth in Section 10.1 hereof.

(r)            “Effective Date” means March 24,2004.

(s)           “Facilities” shall mean the ethanolproduction and co-product production facilities near Marcus, Iowa or such otherlocation as may be determined by the Directors to be constructed and operatedby the Company pursuant to the Business Plan.

(t)            “Financing Closing” means the actualclosing (execution and delivery of all required documents) by the Company withits project lender(s) providing for all debt financing, including senior andsubordinated debt and any other project financing characterized by debtobligations and repayable as debt which is required by the project lender(s) orwhich is deemed necessary or prudent in the sole discretion of the Directors.

(u)           “Fiscal Quarter” means (i) anythree-month period commencing on each of October 1, January 1, April 1 and July1 and ending on the last date before the next such date and (ii) the periodcommencing on the immediately preceding October 1, January 1, April 1 or July1, as the case may be, and ending on the date on which all Property isdistributed to the Unit Holders pursuant to Section 10 hereof.

(v)           “Fiscal Year” means (i) anytwelve-month period commencing on October 1 and ending on September 30 and (ii)the period commencing on the immediately preceding October 1 and ending on thedate on which all Property is distributed to the Unit Holders pursuant toSection 10 hereof, or, if the context requires, any portion of a Fiscal Yearfor which an allocation of Profits or Losses or a distribution is to be made.

(w)          “GAAP” means generally acceptedaccounting principles in effect in the United States of America from time totime.

(x)            “Gross Asset Value” means withrespect to any asset, the asset’s adjusted basis for federal income taxpurposes, except as follows: (i) The initial Gross Asset Value of any assetcontributed by a Member to the Company shall be the gross fair market value ofsuch asset, as determined by the Class A Directors provided that the initialGross Asset Values of the assets contributed to the Company pursuant to Section2.1 hereof shall be as set forth in such section; (ii) The Gross Asset Valuesof all Company assets shall be adjusted to equal their respective gross fairmarket values (taking Code Section 7701(g) into account), as determined by theClass A Directors as of the following times: (A) the acquisition of anadditional interest in the Company by any new or existing Member in exchangefor more than a de minimis Capital Contribution; (B) the distribution by theCompany to a Member of more than a de minimis amount of Company property as considerationfor an interest in the Company; and (C) the liquidation of the Company withinthe meaning of Regulations Section 1.704-1(b)(2)(ii)(g), provided that anadjustment described in clauses (A) and (B) of this paragraph shall be madeonly if the Class A Directors reasonably determine that such adjustment isnecessary to reflect the relative economic interests of the Members in theCompany; (iii) The Gross Asset Value of any item of Company assets distributedto any Member shall be adjusted to equal the gross fair market value (takingCode Section 7701(g) into account) of such asset on the date of distribution asdetermined by the Class A Directors; and (iv) The Gross Asset Values of Companyassets shall be increased (or decreased) to reflect any adjustments to theadjusted basis of such assets pursuant to Code Section 734(b) or Code Section743(b), but only to the extent that such adjustments are taken into account indetermining Capital Accounts pursuant to Regulations Section1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of “Profits” and “Losses”or Section 3.3(c) hereof; provided, however, that Gross Asset Values shall notbe adjusted pursuant to this subparagraph (iv) to the extent that an adjustmentpursuant to subparagraph (ii) is required in connection with a transaction thatwould otherwise result in an adjustment pursuant to this subparagraph (iv). Ifthe Gross Asset Value of an asset has been determined or adjusted pursuant tosubparagraph (ii) or (iv), such Gross Asset Value shall thereafter be adjustedby the Depreciation taken into account with respect to such asset, for purposesof computing Profits and Losses.

(y)           “Issuance Items” has the meaning setforth in Section 3.3(f) hereof.

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(z)            “Liquidation Period” has the meaningset forth in Section 10.6 hereof.

(aa)         “Liquidator” has the meaning set forthin Section 10.8 hereof.

(bb)         “Losses” has the meaning set forth inthe definition of “Profits” and “Losses.”

(cc)         “Member” means any person (i) whosename is set forth as such on Exhibit “A” initially attached hereto or hasbecome a Member pursuant to the terms of this Agreement, and (ii) whose isthe owner of one or more Units.

(dd)         “Members” means all such Members.

(ee)         “Membership Economic Interest” meanscollectively, a Member’s share of “Profits” and “Losses,” the right to receivedistributions of the Company’s assets, and the right to information concerningthe business and affairs of the Company provided by the Act. The MembershipEconomic Interest of a Member is quantified by the unit of measurement referredto herein as “Units.”

(ff)           “Membership Interest” meanscollectively, the Membership Economic Interest and Membership Voting Interest.

(gg)         “Membership Register” means themembership register maintained by the Company at its principal office or by aduly appointed agent of the Company setting forth the name, address, the numberof Units, and Capital Contributions of each Member of the Company, which shallbe modified from time to time as additional Units are issued and as Units aretransferred pursuant to this Agreement.

(hh)         “Membership Voting Interest” meanscollectively, a Member’s right to vote as set forth in this Agreement orrequired by the Act. The Membership Voting Interest of a Member shall mean asto any matter to which the Member is entitled to vote hereunder or as may berequired under the Act, the right to one (1) vote for each Unit registered inthe name of such Member as shown in the Membership Register; provided howeverthat under no circumstances shall any Member, and/or any Related Party orAffiliate of a Member, ever be entitled to vote more than five percent (5%) ofthe outstanding Membership Interests (Units) of the Company even if such Memberis the registered owner of more than five percent (5%) of the outstandingMembership Interests (Units) of the Company. In determining whether a Member has over five percent (5%) of theoutstanding Membership Interests (Units) of the Company, Membership Interests(Units) held by an Affiliate and/or Related Party of a Member shall be deemedto be owned and held by such Member.

(ii)           “Net Cash Flow” means the gross cashproceeds of the Company less the portion thereof used to pay or establishreserves for all Company expenses, debt payments, capital improvements,replacements, and contingencies, all as reasonably determined by the Class ADirectors. “Net Cash Flow” shall not be reduced by depreciation, amortization,cost recovery deductions, or similar allowances, but shall be increased by anyreductions of reserves previously established.

(jj)           “Nonrecourse Deductions” has themeaning set forth in Section 1.704-2(b)(1) of the Regulations.

(kk)         “Nonrecourse Liability” has the meaningset forth in Section 1.704-2(b)(3) of the Regulations.

(ll)           “Officer” or “Officers” has the meaningset forth in Section 5.14 hereof.

(mm)       “Permitted Transfer” has the meaning setforth in Section 9.2 hereof.

(nn)         “Person” means any individual,partnership (whether general or limited), joint venture, limited liabilitycompany, corporation, trust, estate, association, nominee or other entity.

(oo)         “Profits and Losses” mean, for eachFiscal Year, an amount equal to the Company’s taxable income or loss for suchFiscal Year, determined in accordance with Code Section 703(a) (for thispurpose, all items of income, gain, loss, or deduction required to be statedseparately pursuant to Code Section 703(a)(1) shall be 

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included intaxable income or loss), with the following adjustments (without duplication):(i) Any income of the Company that is exempt from federal income tax and nototherwise taken into account in computing Profits or Losses pursuant to thisdefinition of “Profits” and “Losses” shall be added to such taxable income orloss; (ii) Any expenditures of the Company described in Code Section 705(a)(2)(b)or treated as Code Section 705(a)(2)(b) expenditures pursuant to RegulationsSection 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computingProfits or Losses pursuant to this definition of “Profits” and “Losses” shallbe subtracted from such taxable income or loss; (iii) In the event the GrossAsset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or(iii) of the definition of Gross Asset Value, the amount of such adjustmentshall be treated as an item of gain (if the adjustment increases the GrossAsset Value of the asset) or an item of loss (if the adjustment decreases theGross Asset Value of the asset) from the disposition of such asset and shall betaken into account for purposes of computing Profits or Losses; (iv) Gain orloss resulting from any disposition of Property with respect to which gain orloss is recognized for federal income tax purposes shall be computed byreference to the Gross Asset Value of the Property disposed of, notwithstandingthat the adjusted tax basis of such Property differs from its Gross AssetValue; (v) In lieu of the depreciation, amortization, and other cost recoverydeductions taken into account in computing such taxable income or loss, thereshall be taken into account Depreciation for such Fiscal Year, computed inaccordance with the definition of Depreciation; (vi) To the extent anadjustment to the adjusted tax basis of any Company asset pursuant to CodeSection 734(b) is required, pursuant to Regulations Section 1.704-(b)(2)(iv)(m)(4),to be taken into account in determining Capital Accounts as a result of adistribution other than in liquidation of a Unit Holder’s interest in theCompany, the amount of such adjustment shall be treated as an item of gain (ifthe adjustment increases the basis of the asset) or loss (if the adjustmentdecreases such basis) from the disposition of such asset and shall be takeninto account for purposes of computing Profits or Losses; and (vii)Notwithstanding any other provision of this definition, any items which arespecially allocated pursuant to Section 3.3 and Section 3.4 hereof shall not betaken into account in computing Profits or Losses. The amounts of the items ofCompany income, gain, loss or deduction available to be specially allocatedpursuant to Sections 3.3 and Section 3.4 hereof shall be determined by applyingrules analogous to those set forth in subparagraphs (i) through (vi) above.

(pp)         “Property” means all real and personalproperty acquired by the Company, including cash, and any improvements thereto,and shall include both tangible and intangible property.

(qq)         “Regulations” means the Income TaxRegulations, including Temporary Regulations, promulgated under the Code, assuch regulations are amended from time to time.

(rr)           “Regulatory Allocations” has themeaning set forth in Section 3.4 hereof.

(ss)         “Related Party” means the adopted orbirth relatives of any Person and such Person’s spouse (whether by marriage orcommon law), if any, including without limitation great-grandparents,grandparents, children (including stepchildren and adopted children),grandchildren, and great-grandchildren thereof, and such Person’s (and suchPerson’s spouse’s) brothers, sisters, and cousins and their respective linealancestors and descendants, and any other ancestors and/or descendants, and anyspouse of any of the foregoing, each trust created for the exclusive benefit ofone or more of the foregoing, and the successors, assigns, heirs, executors,personal representatives and estates of any of the foregoing.

(tt)           “Securities Act” means the SecuritiesAct of 1933, as amended.

(uu)         “Subsidiary” means any corporation,partnership, joint venture, limited liability company, association or otherentity in which such Person owns, directly or indirectly, fifty percent (50%)or more of the outstanding equity securities or interests, the holders of whichare generally entitled to vote for the election of the board of Directors orother governing body of such entity.

(vv)         “Tax Matters Member” has the meaningset forth in Section 7.3 hereof.

(ww)       “Transfer” means, as a noun, anyvoluntary or involuntary transfer, sale, pledge or hypothecation or otherdisposition and, as a verb, voluntarily or involuntarily to transfer, give,sell, exchange, assign, pledge, bequest or hypothecate or otherwise dispose of.

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(xx)          “Units or Unit” means an ownershipinterest in the Company representing a Capital Contribution made as provided inSection 2 in consideration of the Units, including any and all benefits towhich the holder of such Units may be entitled as provided in this Agreement,together with all obligations of such Person to comply with the terms andprovisions of this Agreement.

(yy)         “Unit Holders” means all Unit Holders.

(zz)          “Unit Holder” means the owner of one ormore Units.

(aaa)       “Unit Holder Nonrecourse Debt” has thesame meaning as the term “partner nonrecourse debt” in Section 1.704-2(b)(4) ofthe Regulations.

(bbb)      “Unit Holder Nonrecourse Debt Minimum Gain”means an amount, with respect to each Unit Holder Nonrecourse Debt, equal tothe Company Minimum Gain that would result if such Unit Holder Nonrecourse Debtwere treated as a Nonrecourse Liability, determined in accordance with Section1.704-2(i)(3) of the Regulations.

(ccc)       “Unit Holder Nonrecourse Deductions “ hasthe same meaning as the term “partner nonrecourse deductions” in Sections1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

SECTION 2.  CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

2.1           Original Capital Contributions.  The name, address, original CapitalContribution, and initial Units quantifying the Membership Interest of eachMember are set out in Exhibit A attached hereto, and shall also be set out inthe Membership Register.

2.2           Additional Capital Contributions;Additional Units.   No Unit Holdershall be obligated to make any additional Capital Contributions to the Companyor to pay any assessment to the Company, other than any unpaid amounts on suchUnit Holder’s original Capital Contributions, and no Units shall be subject toany calls, requests or demands for capital. Subject to Section 5.6, additionalMembership Economic Interests quantified by additional Units may be issued inconsideration of Capital Contributions as agreed to between the Class ADirectors and the Person acquiring the Membership Economic Interest quantifiedby the additional Units. Each Person to whom additional Units are issued shallbe admitted as a Member in accordance with this Agreement. Upon such CapitalContributions, the Class A Directors shall cause Exhibit A and the MembershipRegister to be appropriately amended.

2.3           Capital Accounts.   A Capital Account shall be maintained foreach Unit Holder in accordance with the following provisions:

(a)          To each Unit Holder’sCapital Account there shall be credited (i) such Unit Holder’s CapitalContributions, (ii) such Unit Holder’s distributive share of Profits and anyitems in the nature of income or gain which are specially allocated pursuant toSection 3.3 and Section 3.4, and (iii) the amount of any Company liabilities assumedby such Unit Holder or which are secured by any Property distributed to suchUnit Holder;

(b)         To each Unit Holder’sCapital Account there shall be debited (i) the amount of money and the GrossAsset Value of any Property distributed to such Unit Holder pursuant to anyprovision of this Agreement, (ii) such Unit Holder’s distributive share ofLosses and any items in the nature of expenses or losses which are speciallyallocated pursuant to Section 3.3 and 3.4 hereof, and (iii) the amount of anyliabilities of such Unit Holder assumed by the Company or which are secured byany Property contributed by such Unit Holder to the Company;

(c)          In the event Units areTransferred in accordance with the terms of this Agreement, the transfereeshall succeed to the Capital Account of the transferor to the extent it relatesto the Transferred Units; and

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(d)         In determining the amountof any liability for purposes of subparagraphs (a) and (b) above there shall betaken into account Code Section 752(c) and any other applicable provisions ofthe Code and Regulations.

The foregoingprovisions and the other provisions of this Agreement relating to themaintenance of Capital Accounts are intended to comply with Regulations Section1.704-1(b), and shall be interpreted and applied in a manner consistent withsuch Regulations. In the event the Class A Directors shall determine that it is prudent to modify the manner inwhich the Capital Accounts, or any debits or credits thereto (including,without limitation, debits or credits relating to liabilities which are securedby contributed or distributed property or which are assumed by the Company orany Unit Holders), are computed in order to comply with such Regulations, theClass A Directors may make such modification, provided that it is not likely tohave a material effect on the amounts distributed to any Person pursuant toSection 10 hereof upon the dissolution of the Company. The Class A Directorsalso shall (i) make any adjustments that are necessary or appropriate to maintainequality between the Capital Accounts of the Unit Holders and the amount ofcapital reflected on the Company’s balance sheet, as computed for bookpurposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii)make any appropriate modifications in the event unanticipated events mightotherwise cause this Agreement not to comply with Regulations Section1.704-1(b).

SECTION 3.  ALLOCATIONS

3.1           Profits.   After giving effect to the specialallocations in Section 3.3 and Section 3.4 hereof, Profits for any Fiscal Yearshall be allocated among the Unit Holders in proportion to Units held.

3.2           Losses.   After giving effect to the specialallocations in Section 3.3 and 3.4 hereof, Losses for any Fiscal Year shall beallocated among the Unit Holders in proportion to Units held.

3.3           Special Allocations.   The following special allocations shall bemade in the following order:

(a)           Minimum Gain Chargeback.  Except as otherwise provided in Section1.704-2(f) of the Regulations, notwithstanding any other provision of thisSection 3, if there is a net decrease in Company Minimum Gain during any FiscalYear, each Unit Holder shall be specially allocated items of Company income andgain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in anamount equal to such Unit Holder’s share of the net decrease in Company MinimumGain, determined in accordance with Regulations Section 1.704-2(g). Allocationspursuant to the previous sentence shall be made in proportion to the respectiveamounts required to be allocated to each Unit Holder pursuant thereto. Theitems to be so allocated shall be determined in accordance with sections1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 3.3(a) isintended to comply with the minimum gain chargeback requirement in Section1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b)           Unit Holder Minimum GainChargeback.  Except as otherwise providedin Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provisionof this Section 3, if there is a net decrease in Unit Holder Nonrecourse DebtMinimum Gain attributable to a Unit Holder Nonrecourse Debt during any FiscalYear, each Unit Holder who has a share of the Unit Holder Nonrecourse DebtMinimum Gain attributable to such Unit Holder Nonrecourse Debt, determined inaccordance with Section 1.704-2(i)(5) of the Regulations, shall be speciallyallocated items of Company income and gain for such Fiscal Year (and, ifnecessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’sshare of the net decrease in Unit Holder Nonrecourse Debt Minimum Gain,determined in accordance with Regulations Section 1.704-2(i)(4). Allocationspursuant to the previous sentence shall be made in proportion to the respectiveamounts required to be allocated to each Unit Holder pursuant thereto. Theitems to be so allocated shall be determined in accordance with Sections1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3.3(b) isintended to comply with the minimum gain chargeback requirement in Section1.704-2(i)(4) of the Regulations and shall be interpreted consistentlytherewith.

(c)           Qualified Income Offset.  In the event any Member unexpectedly receivesany adjustments, allocations, or distributions described in Sections1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) ofthe Regulations, items of Company income and gain shall be specially allocatedto such Member in an amount and manner sufficient to eliminate, to the extentrequired by the Regulations, the Adjusted Capital 

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Account Deficit assoon as practicable, provided that an allocation pursuant to this Section3.3(c) shall be made only if and to the extent that the Member would have anAdjusted Capital Account Deficit after all other allocations provided for inthis Section 3 have been tentatively made as if this Section 3.3(c) were not inthe Agreement.

(d)           Gross Income Allocation.  In the event any Member has a deficit CapitalAccount at the end of any Fiscal Year which is in excess of the sum of (i) theamount such Member is obligated to restore pursuant to any provision of thisAgreement, and (ii) the amount such Member is deemed to be obligated to restorepursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5)of the Regulations, each such Member shall be specially allocated items ofCompany income and gain in the amount of such excess as quickly as possible,provided that an allocation pursuant to this Section 3.3(d) shall be made onlyif and to the extent that such Member would have a deficit Capital Account inexcess of such sum after all other allocations provided for in this Section 3have been made as if Section 3.3(c) and this Section 3.3(d) were not in thisAgreement.

(e)           Nonrecourse Deductions.  Nonrecourse Deductions for any Fiscal Year orother period shall be specially allocated among the Members in proportion toUnits held

(f)            Unit Holder NonrecourseDeductions.  Any Unit Holder NonrecourseDeductions for any Fiscal Year shall be specially allocated to the Unit Holderwho bears the economic risk of loss with respect to the Unit Holder NonrecourseDebt to which such Unit Holder Nonrecourse Deductions are attributable inaccordance with Regulations Section 1.704-2(i)(1).

(g)           Section 754 Adjustments.  To the extent an adjustment to the adjustedtax basis of any Company asset, pursuant to Code Section 734(b) or Code Section743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining CapitalAccounts as the result of a distribution to a Unit Holder in completeliquidation of such Unit Holder’s interest in the Company, the amount of suchadjustment to Capital Accounts shall be treated as an item of gain (if the adjustmentincreases the basis of the asset) or loss (if the adjustment decreases suchbasis) and such gain or loss shall be specially allocated to the Unit Holdersin accordance with their interests in the Company in the event RegulationsSection 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom suchdistribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4)applies.

(h)           Allocations Relating to TaxableIssuance of Company Units.  Any income,gain, loss or deduction realized as a direct or indirect result of the issuanceof Units by the Company to a Unit Holder (the “Issuance Items”) shall beallocated among the Unit Holders so that, to the extent possible, the netamount of such Issuance Items, together with all other allocations under thisAgreement to each Unit Holder shall be equal to the net amount that would havebeen allocated to each such Unit Holder if the Issuance Items had not beenrealized.

3.4           Curative Allocations.   The allocations set forth in Sections3.3(a), 3.3(b), 3.3(c), 3.3(d), 3.3(e), 3.3(f), 3.3(g) and 3.5 (the “RegulatoryAllocations”) are intended to comply with certain requirements of theRegulations. It is the intent of the Members that, to the extent possible, allRegulatory Allocations shall be offset either with other Regulatory Allocationsor with special allocations of other items of Company income, gain, loss ordeduction pursuant to this Section 3.4. Therefore, notwithstanding any otherprovision of this Section 3 (other than the Regulatory Allocations), the ClassA Directors shall make such offsetting special allocations of Company income,gain, loss or deduction in whatever manner it determines appropriate so that,after such offsetting allocations are made, each Member’s Capital Accountbalance is, to the extent possible, equal to the Capital Account balance suchMember would have had if the Regulatory Allocations were not part of theAgreement and all Company items were allocated pursuant to Sections 3.1, 3.2,and 3.3(h).   In exercising their discretionunder this Section 3.4, the Class A Directors shall take into account futureRegulatory Allocations under Sections 3.3(a) and 3.3(b) that, although not yetmade, are likely to offset other Regulatory Allocations previously made underSection 3.3(e) and 3.3(f).

3.5           Loss Limitation.   Losses allocated pursuant to Section 3.2hereof shall not exceed the maximum amount of Losses that can be allocatedwithout causing any Unit Holder to have an Adjusted Capital Account Deficit atthe end of any Fiscal Year. In the event some but not all of the Unit Holderswould have Adjusted Capital Account Deficits as a consequence of an allocationof Losses pursuant to Section 3.2 hereof, the limitation set forth in thisSection 3.5 shall be applied on a Unit Holder by Unit Holder basis and Lossesnot allocable to any Unit Holder as a result of such limitation shall beallocated to the other Unit Holders in accordance with the positive balances insuch Unit 

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Holder’s CapitalAccounts so as to allocate the maximum permissible Losses to each Unit Holderunder Section 1.704-1(b)(2)(ii)(d) of the Regulations.

3.6           Other Allocation Rules.   (a) For purposes of determining the Profits,Losses, or any other items allocable to any period, Profits, Losses, and anysuch other items shall be determined on a daily, monthly, or other basis, asdetermined by the Class A Directors using any permissible method under CodeSection 706 and the Regulations thereunder. (b) The Unit Holders are aware ofthe income tax consequences of the allocations made by this Section 3 andhereby agree to be bound by the provisions of this Section 3 in reporting theirshares of Company income and loss for income tax purposes. (c) Solely forpurposes of determining a Unit Holder’s proportionate share of the “excessnonrecourse liabilities” of the Company within the meaning of RegulationsSection 1.752-3(a)(3), the Unit Holders’ aggregate interests in Company profitsshall be deemed to be as provided in the capital accounts. To the extentpermitted by Section 1.704-2(h)(3) of the Regulations, the Class A Directorsshall endeavor to treat distributions of Net Cash Flow as having been made fromthe proceeds of a Nonrecourse Liability or a Unit Holder Nonrecourse Debt onlyto the extent that such distributions would cause or increase an AdjustedCapital Account Deficit for any Unit Holder. (d) Allocations of Profits andLosses to the Unit Holders shall be allocated among them in the ratio whicheach Unit Holder’s Units bears to the total number of Units issued and outstanding.

3.7           Tax Allocations:  Code Section 704(c).   In accordance with Code Section 704(c) andthe Regulations thereunder, income, gain, loss, and deduction with respect toany Property contributed to the capital of the Company shall, solely for tax purposes,be allocated among the Unit Holders so as to take account of any variationbetween the adjusted basis of such Property to the Company for federal incometax purposes and its initial Gross Asset Value (computed in accordance with thedefinition of Gross Asset Value). In the event the Gross Asset Value of anyCompany asset is adjusted pursuant to subparagraph (ii) of the definition ofGross Asset Value, subsequent allocations of income, gain, loss, and deductionwith respect to such asset shall take account of any variation between theadjusted basis of such asset for federal income tax purposes and its GrossAsset Value in the same manner as under Code Section 704(c) and the Regulationsthereunder. Any elections or other decisions relating to such allocations shallbe made by the Class A Directors in any manner that reasonably reflects thepurpose and intention of this Agreement. Allocations pursuant to this Section3.7 are solely for purposes of federal, state, and local taxes and shall notaffect, or in any way be taken into account in computing, any Unit Holder’sCapital Account or share of Profits, Losses, other items, or distributionspursuant to any provision of this Agreement.

SECTION 4.  DISTRIBUTIONS

4.1           Net Cash Flow.  Except as otherwise provided in Section 10hereof, Net Cash Flow, if any, shall be distributed to the Unit Holders inproportion to Units held subject to, and to the extent permitted by, any loancovenants or restrictions on such distributions agreed to by the Company in anyloan agreements with the Company’s lenders from time to time in effect. Indetermining Net Cash Flow, the Class A Directors shall endeavor to provide forcash distributions at such times and in such amounts as will permit the UnitHolders to make timely payment of income taxes.

4.2           Amounts Withheld.   All amounts withheld pursuant to the Code orany provision of any state, local or foreign tax law with respect to anypayment, distribution or allocation to the Company or the Unit Holders shall betreated as amounts paid or distributed, as the case may be, to the Unit Holderswith respect to which such amount was withheld pursuant to this Section 4.2 forall purposes under this Agreement. The Company is authorized to withhold frompayments and distributions, or with respect to allocations to the Unit Holders,and to pay over to any federal, state and local government or any foreigngovernment, any amounts required to be so withheld pursuant to the Code or anyprovisions of any other federal, state or local law or any foreign law, andshall allocate any such amounts to the Unit Holders with respect to which suchamount was withheld.

4.3           Limitations on Distributions.   The Company shall make no distributions tothe Unit Holders except as provided in this Section 4 and Section 10hereof.  Notwithstanding any otherprovision, no distribution shall be made if it is not permitted to be madeunder the Act.

 

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SECTION 5.  MANAGEMENT

5.1           Directors.   Except as otherwise provided in thisAgreement, the Directors shall direct the business and affairs of the Company,and shall exercise all of the powers of the Company except such powers as areby this Agreement conferred upon or reserved to the Members  Notwithstanding the foregoing, however,wherever this Agreement requires or permits action to be taken with theconsent, approval or affirmative vote of the Class A Directors, only Class ADirectors shall be required or permitted to consent, approve or vote withrespect thereto, it being expressly understood and agreed that the authority ofClass B Directors shall be limited as otherwise provided herein.  It is further expressly understood and agreedthat Class B Directors shall have no power or authority other than the power orauthority of Directors as it directly relates to the Company’s activities asthe general partner of LSCP, L.P. an Iowa limited partnership.  In the event the Class A Directors determinethat it is necessary or appropriate for the Company to undertake activitiesother than those directly related to the Company’s activities as the generalpartner of LSCP, L.P., the Class B Directors shall have no power or authoritywith respect thereto. The Directors shall adopt such policies, rules,regulations, and actions not inconsistent with law or this Agreement as it maydeem advisable. The management of the business and affairs of the Company shallbe directed by the Directors, as the authority of Class A Directors and Class BDirectors is limited herein, and not by its Members. The number of Directors ofthe Company shall be a minimum of seven (7) and a maximum of thirteen (13); andthe number of Directors may be fixed or changed from time to time, within thatvariable range, by the Directors, in accordance with the provisions of thisSection 5.1.  The Members may increase ordecrease the number of Directors last approved and may change from a variablerange to a fixed number or visa versa by the affirmative vote of a majority ofthe Membership Voting Interests represented at a meeting of the Members (inperson, by proxy, or by mail ballot). However, the relative ratio of the number of Class A Directors to ClassB Directors shall always result in a majority of Class A Directors.  Subject to Section 5.4 hereof or any otherexpress provisions hereof, the business and affairs of the Company shall bemanaged by or under the direction of the Directors.  The amendment or repeal of this section orthe adoption of any provision inconsistent therewith shall require the approvalof a majority of the Membership Voting Interests represented at the Members’meeting (in person, by proxy, or by mail ballot).

5.2           Election and Appointment ofDirectors.

(a)           Election of Class A Directors.  The initial Class A Directors, appointed bythe initial Members, shall be the individuals set forth on Exhibit “B” attachedhereto.  The initial Class A Directorsshall serve for an initial term ending one (1) year after substantialcompletion of the construction of the Facilities, and in all cases until asuccessor is elected and qualified, or until the earlier death, resignation,removal or disqualification of any such Class A Director.  After the expiration of the initial terms ofthe Class A Directors, at each annual meeting of the Members, Class A Directorsshall be elected by the Members for staggered terms of three (3) years anduntil a successor is elected and qualified. Class A Directors shall be elected by the Members at each annual meetingof the Members.  Nominees for open ClassA Director positions shall be elected by a plurality vote of the Members sothat the nominees receiving the greatest number of votes relative to the votescast for their competitors shall be elected as Class A Directors.   Members shall not be allowed to cumulatetheir votes in electing Class A Directors.  One or more nominees for Class A Director positions up for electionshall be named by the then current Class A Directors or by a nominatingcommittee established by the Class A Directors. Nominations for the election ofClass A Directors may also be made by any Unit Holder entitled to votegenerally in the election of Class A Directors. However, any Unit Holder thatintends to nominate one or more persons for election as Class A Directors at ameeting may do so only if written notice of such Unit Holder’s intent to makesuch nomination or nominations has been given, either by personal delivery orby United States mail, postage prepaid, to the Secretary of the Company notless than thirty (30) days nor more than ninety (90) days prior to the annualmeeting of the Company.  Each such noticeto the Secretary shall set forth: (i) the name and address of record of theUnit Holder who intends to make the nomination; (ii) a representation that theUnit Holder is a holder of record of Units of the Company entitled to vote atsuch meeting and intends to appear in person or by proxy at the meeting tonominate the person or persons specified in the notice; (iii) the name, age,business and residence addresses, and principal occupation or employment ofeach nominee; (iv) a description of all arrangements or understandings betweenthe Unit Holder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the Unit Holder; (v) such other information regarding each nomineeproposed by such Unit Holder as would be required to be included in a proxystatement filed pursuant to the proxy rules of the Securities and ExchangeCommission; (vi) the consent of each nominee to serve as a Class A Director ofthe Company if so elected, and (vi) a nominating petition signed and dated bythe holders of at least five percent (5%) of the then outstanding Units andclearly setting forth the proposed nominee as a candidate of the Class ADirector’s seat to be filled at the next election of Class A Directors. TheCompany may require any proposed nominee to

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furnish such otherinformation as may reasonably be required by the Company to determine theeligibility of such proposed nominee to serve as a Class A Director of theCompany. The presiding Officer of the meeting may, if the facts warrant,determine that a nomination was not made in accordance with the foregoingprocedures, and if he should so determine, he shall so declare to the meetingand the defective nomination shall be disregarded.   The amendment or repeal of this Section orthe adoption of any provision inconsistent therewith shall require the approvalof a majority of the Membership Voting Interests represented at a meeting ofthe Members (in person, by proxy, or by mail ballot).  Whenever a vacancy occurs other than fromexpiration of a term of office or removal from office, a majority of theremaining Class A Directors shall appoint a new Class A Director to fill thevacancy for the remainder of such term.

(b)           Appointment of Class BDirectors.  So long as the Companyremains the general partner of LSCP, L.P., an Iowa limited partnership, eachclass of limited partner of LSCP, L.P. may appoint one person as a Class BDirector to serve as such at the discretion of such class of limited partnersuntil the next annual meeting of the partners of LSCP, L.P. or until his or hersuccessor is appointed and qualified.

5.3           Committees.   A resolution approved by the affirmativevote of a majority of the Directors may establish committees having theauthority of the Directors in the management of the business of the Company tothe extent consistent with this Agreement and provided in the resolution. Acommittee shall consist of one or more persons, who need not be Directors,appointed by affirmative vote of a majority of the Directors present.Committees may include a compensation committee and/or an audit committee, ineach case consisting of one or more independent Directors or other independentpersons. Committees are subject to the direction and control of, and vacanciesin the membership thereof shall be filled by, the Directors. A majority of themembers of the committee present at a meeting is a quorum for the transactionof business, unless a larger or smaller proportion or number is provided in aresolution approved by the affirmative vote of a majority of the Directorspresent.

5.4           Authority of Directors.   Subject to the limitations and restrictionsset forth in this Agreement, the Directors shall direct the management of thebusiness and affairs of the Company and shall have all of the rights and powerswhich may be possessed by a “manager” under the Act including, withoutlimitation, the right and power to do or perform the following and, to theextent permitted by the Act or this Agreement, the further right and power byresolution of the Directors to delegate to the Officers or such other Person orPersons to do or perform the following:

(a)          Conduct its business,carry on its operations and have and exercise the powers granted by the Act inany state, territory, district or possession of the United States, or in anyforeign country which may be necessary or convenient to effect any or all ofthe purposes for which it is organized;

(b)         Acquire by purchase,lease, or otherwise any real or personal property which may be necessary,convenient, or incidental to the accomplishment of the purposes of the Company;

(c)          Operate, maintain,finance, improve, construct, own, grant operations with respect to, sell,convey, assign, mortgage, and lease any real estate and any personal propertynecessary, convenient, or incidental to the accomplishment of the purposes ofthe Company;

(d)         Execute any and allagreements, contracts, documents, certifications, and instruments necessary orconvenient in connection with the management, maintenance, and operation of thebusiness, or in connection with managing the affairs of the Company, including,executing amendments to this Agreement and the Articles in accordance with theterms of this Agreement, both as Directors and, if required, asattorney-in-fact for the Members pursuant to any power of attorney granted bythe Members to the Directors;

(e)          Borrow money and issueevidences of indebtedness necessary, convenient, or incidental to theaccomplishment of the purposes of the Company, and secure the same by mortgage,pledge, or other lien on any Company assets;

(f)            Execute, in furtheranceof any or all of the purposes of the Company, any deed, lease, mortgage, deedof trust, mortgage note, promissory note, bill of sale, contract, or otherinstrument purporting to convey or encumber any or all of the Company assets;

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(g)         Prepay in whole or inpart, refinance, recast, increase, modify, or extend any liabilities affectingthe assets of the Company and in connection therewith execute any extensions orrenewals of encumbrances on any or all of such assets;

(h)         Care for and distributefunds to the Members by way of cash income, return of capital, or otherwise,all in accordance with the provisions of this Agreement, and perform allmatters in furtherance of the objectives of the Company or this Agreement;

(i)             Contract on behalf ofthe Company for the employment and services or employees and/or independentcontractors, such as lawyers and accountants, and delegate to such Persons theduty to manage or supervise any of the assets or operations of the Company;

(j)             Engage in any kind ofactivity and perform and carry out contracts of any kind (including contractsof insurance covering risks to Company assets and Directors’ and Officers’liability) necessary or incidental to, or in connection with, theaccomplishment of the purposes of the Company, as may be lawfully carried on orperformed by a limited liability company under the laws of each state in whichthe Company is then formed or qualified;

(k)          Take, or refrain fromtaking, all actions, not expressly proscribed or limited by this Agreement, as maybe necessary or appropriate to accomplish the purposes of the Company;

(l)             Institute, prosecute,defend, settle, compromise, and dismiss lawsuits or other judicial oradministrative proceedings brought on or in behalf of, or against, the Company,the Members or the Directors or Officers in connection with activities arisingout of, connected with, or incidental to this Agreement, and to engage counselor others in connection therewith;

(m)       Purchase, take, receive,subscribe for or otherwise acquire, own, hold, vote, use, employ, sell,mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal inand with, shares or other interests in or obligations of domestic or foreigncorporations, associations, general or limited partnerships, other limitedliability companies, or individuals or direct or indirect obligations of theUnited States or of any government, state, territory, government district ormunicipality or of any instrumentality of any of them;

(n)         Agree with any Person asto the form and other terms and conditions of such Person’s CapitalContribution to the Company and cause the Company to issue Membership EconomicInterests and Units in consideration of such Capital Contribution; and

(o)         Indemnify a Member,Director or Officer, or former Members, Directors or Officers, and to make anyother indemnification that is authorized by this Agreement in accordance with,and to the fullest extent permitted by, the Act.

5.5           Director as Agent.   Notwithstanding the power and authority ofthe Directors to manage the business and affairs of the Company, no Directorshall have authority to act as agent for the Company for the purposes of itsbusiness (including the execution of any instrument on behalf of the Company)unless the Directors have authorized the Director to take such action. TheDirectors may also delegate authority to manage the business and affairs of theCompany (including the execution of instruments on behalf of the Company) tosuch Person or Persons (including to any Officers) designated by the Directors,and such Person or Persons (or Officers) shall have such titles and authorityas determined by the Directors.

5.6           Restrictions on Authority ofDirectors.   (a) The Directors shallnot have authority to, and they covenant and agree that they shall not, do anyof the following acts without the unanimous consent of the Members:

(i)                                                          Causeor permit the Company to engage in any activity that is not consistent with thepurposes of the Company as set forth in Section 1.3 hereof;

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(ii)                                                       Knowinglydo any act in contravention of this Agreement or which would make it impossibleto carry on the ordinary business of the Company, except as otherwise providedin this Agreement;

(iii)                                                    PossessCompany Property, or assign rights in specific Company Property, for other thana Company purpose; or

(iv)                                                   Causethe Company to voluntarily take any action that would cause a bankruptcy of theCompany.

(b) The Directorsshall not have authority to, and they covenant and agree that they shall notcause the Company to, without the consent of a majority of the MembershipVoting Interests:

(i)                                     Merge,consolidate, exchange or otherwise dispose of at one time all or substantiallyall of the Property, except for a liquidating sale of the Property inconnection with the dissolution of the Company;

(ii)                                  Confessa judgment against the Company in an amount in excess of $500,000;

(iii)                               IssueUnits at a purchase price of less than $500.00 per Unit;

(iv)                              Issuemore than an aggregate of 15,000 Units;

(v)                                 Electto dissolve the Company;

(vi)                              Causethe Company to acquire any equity or debt securities of any Director or any ofits Affiliates, or otherwise make loans to any Director or any of itsAffiliates.

The actionsspecified herein as requiring the consent of the Members shall be in additionto any actions by the Directors which are specified in the Act as requiring theconsent or approval of the Members.  Anysuch required consent or approval may be given by a vote of a majority of theMembership Voting Interests.

5.7           Director Actions.   Meetings of the Directors shall be held atsuch times and places as shall from time to time be determined by theDirectors. Meetings of the Directors may also be called by the Chairman of theCompany or by any three or more Class A Directors or by any two or more Class BDirectors. If the date, time, and place of a meeting of the Directors has beenannounced at a previous meeting, no notice shall be required. In all othercases, five (5) days’ written notice of meetings, stating the date, time, andplace thereof and any other information required by law or desired by thePerson(s) calling such meeting, shall be given to each Director. Any Directormay waive notice of any meeting. A waiver of notice by a Director is effectivewhether given before, at, or after the meeting, and whether given orally, inwriting, or by attendance. The attendance of a Director at any meeting shallconstitute a waiver of notice of such meeting, unless such Director objects atthe beginning of the meeting to the transaction of business on the grounds thatthe meeting is now lawfully called or convened and does not participatethereafter in the meeting. Any action required or permitted to be taken by theDirectors may also be taken by a written action signed by all of the Directorsauthorized to vote on the specific matters being considered. The Directors mayparticipate in any meeting of the Directors by means of telephone conference orsimilar means of communication by which all persons participating in themeeting can simultaneously hear each other. Not less than fifty percent (50%)of the Directors of each class of Directors authorized to vote on the specificmatters being considered at such meeting shall constitute a quorum for thetransaction of the related business at any Director’s meeting. Subject to thevoting restrictions applicable to Class B Directors as set forth elsewhere inthis Agreement, each Director shall have one (1) vote at meetings of theDirectors. The affirmative vote of a majority of the Directors authorized tovote on the specific matters being considered at a meeting at which a quorum ispresent shall be the act of the Directors. No Director shall be disqualifiedfrom voting on any matter to be determined or decided by the Directors solelyby reason of such Director’s (or his/her Affiliate’s) potential financialinterest in the outcome of such vote, provided that the nature of such Director’s(or his/her Affiliate’s) potential financial interest was reasonably disclosedat the time of such vote.

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5.8           Duties and Obligations ofDirectors.  The Directors shall causethe Company to conduct its business and operations separate and apart from thatof any Director or any of its Affiliates. The Directors shall take all actionswhich may be necessary or appropriate (i) for the continuation of the Company’svalid existence as a limited liability company under the laws of the State ofIowa and each other jurisdiction in which such existence is necessary toprotect the limited liability of Members or to enable the Company to conductthe business in which it is engaged, and (ii) for the accomplishment of theCompany’s purposes, including the acquisition, development, maintenance,preservation, and operation of Company Property in accordance with theprovisions of this Agreement and applicable laws and regulations. Each Directorshall have the duty to discharge the foregoing duties in good faith, in amanner the Director believes to be in the best interests of the Company, andwith the care an ordinarily prudent person in a like position would exerciseunder similar circumstances. The Directors shall be under no other fiduciaryduty to the Company or the Members to conduct the affairs of the Company in aparticular manner.

5.9           Chairman and Vice Chairman.   The Class A Directors shall appoint aChairman and may appoint one or more Vice Chairmen for the Company.  Unless provided otherwise by a resolutionadopted by the Class A Directors, the Chairman shall preside at meetings of theMembers and the Directors; shall see that all orders and resolutions of theDirectors are carried into effect; may maintain records of and certifyproceedings of the Directors and Members; and shall perform such other dutiesas may from time to time be prescribed by the Directors.  The Vice Chairman shall, in the absence ordisability of the Chairman, perform the duties and exercise the powers of theChairman and shall perform such other duties as the Directors or the Chairmanmay from time to time prescribe. The Class A Directors may designate more thanone Vice Chairmen, in which case the Vice Chairmen shall be designated by theClass A Directors so as to denote which is most senior in office.

5.10         President and Chief ExecutiveOfficer.  The Class A Directors shallappoint a President and Chief Executive Officer for the Company.  Until provided otherwise by a resolution ofthe Class A Directors, the Chairman shall also act as the interim President andCEO of the Company (herein referred to as the “President”; the titles ofPresident and CEO shall constitute a reference to one and the same office andOfficer of the Company), and the Chairman may exercise the duties of the officeof Chairman using any such designations. The Class A Directors shall appointsomeone other than the Chairman as the President of the Company not later thanthe commencement of operations of the Facilities, and such President shallperform such duties as the Directors may from time to time prescribe, includingwithout limitation, the management of the day-to-day operations of theFacilities.

5.11         Chief Financial Officer.  The Class A Directors shall appoint a ChiefFinancial Officer for the Company. Unless provided otherwise by a resolution adopted by the Class ADirectors, the Chief Financial Officer of the Company shall be the Treasurer ofthe Company and shall keep accurate financial records for the Company; shalldeposit all monies, drafts, and checks in the name of and to the credit of theCompany in such banks and depositories as the Directors shall designate fromtime to time; shall endorse for deposit all notes, checks, and drafts receivedby the Company as ordered by the Directors, making proper vouchers therefor;shall disburse Company funds and issue checks and drafts in the name of theCompany as ordered by the Directors, shall render to the President and theDirectors, whenever requested, an account of all such transactions as ChiefFinancial Officer and of the financial condition of the Company, and shallperform such other duties as may be prescribed by the Directors or thePresident from time to time.

5.12         Secretary; Assistant Secretary.  The Class A Directors shall appoint aSecretary and may appoint one or more Assistant Secretaries for theCompany.  The Secretary shall attend allmeetings of the Directors and of the Members and shall maintain records of, andwhenever necessary, certify all proceedings of the Directors and of theMembers. The Secretary shall keep the required records of the Company, when sodirected by the Directors or other person or persons authorized to call suchmeetings, shall give or cause to be given notice of meetings of the Members andof meetings of the Directors, and shall also perform such other duties and havesuch other powers as the Chairman or the Directors may prescribe from time totime. An Assistant Secretary, if any, shall perform the duties of the Secretaryduring the absence or disability of the Secretary.

5.13         Vice President.  The Class A Directors may appoint one or moreVice Presidents for the Company.  TheCompany may have one or more Vice Presidents. If more than one, the Class A Directors shall designate which is mostsenior.  The most senior Vice Presidentshall perform the duties of the President in the absence of the President.

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5.14         Delegation.   Unless prohibited by a resolution of theDirectors, the President, Chief Financial Officer, Vice President and Secretary(individually, an “Officer” and collectively, “Officers”) may delegate inwriting some or all of the duties and powers of such Officer’s managementposition to other Persons.  An Officerwho delegates the duties or powers of an office remains subject to the standardof conduct for such Officer with respect to the discharge of all duties andpowers so delegated.

5.15         Execution of Instruments.   All deeds, mortgages, bonds, checks,contracts and other instruments pertaining to the business and affairs of theCompany shall be signed on behalf of the Company by (i) the Chairman; or (ii)when authorized by resolution(s) of the Directors, the President; or (iii) by suchother person or persons as may be designated from time to time by theDirectors.

5.16         Limitation of Liability;Indemnification of Directors.   Tothe maximum extent permitted under the Act and other applicable law, no Memberor Director of this Company shall be personally liable for any debt, obligationor liability of this Company merely by reason of being a Member or Director orboth. No Director of this Company shall be personally liable to this Company orits Members for monetary damages for a breach of fiduciary duty by suchDirector; provided that this provision shall not eliminate or limit theliability of a Director for any of the following: (i) receipt of an improperfinancial benefit to which the Director is not entitled; (ii) liability under Section808 of the Act; (iii) a knowing violation of law; or (iv) acts or omissionsinvolving fraud, bad faith or willful misconduct.  To the maximum extent permitted under the Actand other applicable law, the Company, its receiver, or its trustee (in thecase of its receiver or trustee, to the extent of Company Property) shallindemnify, save and hold harmless, and pay all judgments and claims againsteach Director or officer or Director of such Director relating to any liabilityor damage incurred by reason of any act performed or omitted to be performed bysuch Director, officer, or Director in connection with the business of theCompany, including reasonable attorneys’ fees incurred by such Director,officer, or Director in connection with the defense of any action based on anysuch act or omission, which attorneys’ fees may be paid as incurred, includingall such liabilities under federal and state securities laws as permitted bylaw. To the maximum extent permitted under the Act and other applicable law, inthe event of any action by a Unit Holder against any Director, including aderivative suit, the Company shall indemnify, save harmless, and pay all costs,liabilities, damages and expenses of such Director, including reasonableattorneys’ fees incurred in the defense of such action. Notwithstanding theforegoing provisions, no Director shall be indemnified by the Company to theextent prohibited or limited (but only to the extent limited) by the Act. TheCompany may purchase and maintain insurance on behalf of any Person in suchPerson’s official capacity against any liability asserted against and incurredby such Person in or arising from that capacity, whether or not the Companywould otherwise be required to indemnify the Person against the liability.

5.17         Compensation; Expenses of Directors.   No Member or Director shall receive anysalary, fee, or draw for services rendered to or on behalf of the Companymerely by virtue of their status as a Member or Director, it being theintention that, irrespective of any personal interest of any of the Directors,the Directors shall have authority to establish reasonable compensation of allDirectors for services to the Company as Directors, Officers, or otherwise.Except as otherwise approved by or pursuant to a policy approved by theDirectors, no Member or Director shall be reimbursed for any expenses incurredby such Member or Director on behalf of the Company. Notwithstanding theforegoing, by resolution by the Directors, the Directors may be paid as reimbursementtherefor, their expenses, if any, of attendance at each meeting of theDirectors. In addition, the Directors, by resolution, may approve from time totime, the salaries and other compensation packages of the Officers of theCompany.

5.18         Loans.   Any Member or Affiliate may, with theconsent of the Directors, lend or advance money to the Company.  If any Member or Affiliate shall make anyloan or loans to the Company or advance money on its behalf, the amount of anysuch loan or advance shall not be treated as a contribution to the capital ofthe Company but shall be a debt due from the Company. The amount of any suchloan or advance by a lending Member or Affiliate shall be repayable out of theCompany’s cash and shall bear interest at a rate not in excess of the primerate established, from time to time, by any major bank selected by theDirectors for loans to its most creditworthy commercial borrowers, plus fourpercent (4%) per annum.  If theDirectors, or any Affiliate of the Directors, is the lending Member, the rateof interest and the terms and conditions of such loan shall be no lessfavorable to the Company than if the lender had been an independent thirdparty.  None of the Members or theirAffiliates shall be obligated to make any loan or advance to the Company.

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SECTION 6.  ROLE OF MEMBERS

6.1           Rights of Powers.   Except as otherwise expressly provided forin this Agreement, the Members shall not have any right or power to take partin the management or control of the Company or its business and affairs or toact for or bind the Company in any way.

6.2           Voting Rights.   The Members shall have voting rights asdefined by the Membership Voting Interest of such Member and in accordance withthe provisions of this Agreement.

6.3           Member Meetings; Quorum andProxies.   Meetings of the Membersshall be called by the Class A Directors, and shall be held at the principaloffice of the Company or at such other place as shall be designated by theperson calling the meeting.  Notice ofthe meeting, stating the place, day and hour of the meeting, shall be given toeach Member in accordance with Section 14.1 hereof at least 10 days and no morethan 60 days before the day on which the meeting is to be held. Unit Holdersrepresenting an aggregate of not less than twenty five percent (25%) of theUnits may also in writing demand that a meeting of the Members be called by theClass A Directors. Regular meetings of the Members shall be held not less thanonce per Fiscal Year, at such time and place as determined by the Class ADirectors upon written notice thereof stating the date, time and place, givennot less than ten (10) days nor more than sixty (60) days prior to the meetingto every Member entitled to vote at such meeting. A Member may waive the noticeof meeting required hereunder by written notice of waiver signed by the Memberwhether given before, during or after the meeting. Attendance by a Member at ameeting is waiver of notice of that meeting, unless the Member objects at thebeginning of the meeting to the transaction of business because the meeting isnot lawfully called or convened and thereafter does not participate in themeeting. The presence (in person or by proxy or mail ballot) of at leasttwenty-five percent (25%) of the Membership Voting Interests is required forthe transaction of business at a meeting of the Members. Voting by proxy or bymail ballot shall be permitted on any matter if authorized by the Class ADirectors.

6.4           Voting; Action by Members.  If a quorum is present, the affirmative voteof a majority of the Membership Voting Interests represented at a meeting ofthe Members (in person, by proxy, or by mail ballot) shall constitute the actof the Members, unless the vote of a greater or lesser proportion or numbers isotherwise required by this Agreement.

6.5           Termination of Membership.   The membership of a Member in the Companyshall terminate upon the occurrence of events described in the Act, includingregistration and withdrawal. If for any reason the membership of a Member is terminated,the Member whose membership has terminated loses all Membership VotingInterests and shall be considered merely as assignee of the Membership EconomicInterest owned before the termination of membership, having only the rights ofan unadmitted Assignee provided for in Section 10.6 hereof.

6.6           Continuation of the Company.   The Company shall not be dissolved upon theoccurrence of any event which is deemed to terminate the continued membershipof a Member. The Company’s affairs shall not be required to be wound up. TheCompany shall continue without dissolution.

6.7           No Obligation to PurchaseMembership Interest.   No Memberwhose membership in the Company terminates, nor any transferee of such Member,shall have any right to demand or receive a return of such terminated Member’sCapital Contributions or to require the purchase or redemption of the Member’sMembership Interest. The other Members and the Company shall not have anyobligation to purchase or redeem the Membership Interest of any such terminatedMember or transferee of any such terminated Member.

6.8           Waiver of Dissenters Rights.   Each Member hereby disclaims, waives andagrees, to the fullest extent permitted by law or the Act, not to assertdissenters’ or similar rights under the Act.

SECTION 7.  ACCOUNTING, BOOKS AND RECORDS

7.1           Accounting, Books and Records.   The books and records of the Company shallbe kept, and the financial position and the results of its operations recorded,in accordance with GAAP. The books and records shall reflect all the Companytransactions and shall be appropriate and adequate for the Company’s business.The Company shall maintain at its principal office all of the following: (i) Acurrent list of the full name and last known business or 

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residence address ofeach Member and Assignee set forth in alphabetical order, together with theCapital Contributions, Capital Account and Units of each Member and Assignee;(ii) The full name and business address of each Director; (iii) A copy of theArticles and any and all amendments thereto together with executed copies ofany powers of attorney pursuant to which the Articles or any amendments theretohave been executed; (iv) Copies of the Company’s federal, state, and localincome tax or information returns and reports, if any, for the six most recenttaxable years; (v) A copy of this Agreement and any an all amendments theretotogether with executed copies of any powers of attorney pursuant to which thisAgreement or any amendments thereto have been executed; and (vi) Copies of thefinancial statements of the Company, if any, for the six most recent FiscalYears. The Company shall use the accrual method of accounting in preparation ofits financial reports and for tax purposes and shall keep its books and recordsaccordingly. Any Member or its designated representative shall have reasonableaccess during normal business hours to such information and documents. Therights granted to a Member pursuant to this Section 8.1 are expressly subjectto compliance by such Member with the safety, security and confidentialityprocedures and guidelines of the Company, as such procedures and guidelines maybe established from time to time.

7.2           Reports.   The chief financial officer of the Companyshall be responsible for causing the preparation of financial reports of theCompany and the coordination of financial matters of the Company with theCompany’s accountants. The Company shall cause to be delivered to each Memberthe financial statements listed below, prepared, in each case (other than withrespect to Member’s Capital Accounts, which shall be prepared in accordancewith this Agreement) in accordance with GAAP consistently applied.  As soon as practicable following the end ofeach Fiscal Year (and in any event not later than ninety (90) days after theend of such Fiscal Year) and at such time as distributions are made to the UnitHolders pursuant to Section 12 hereof following the occurrence of a DissolutionEvent, a balance sheet of the Company as of the end of such Fiscal Year and therelated statements of operations, Unit Holders’ Capital Accounts and changestherein, and cash flows for such Fiscal Year, together with appropriate notesto such financial statements and supporting schedules, all of which shall beaudited and certified by the Company’s accountants, and in each case, to theextent the Company was in existence, setting forth in comparative form thecorresponding figures for the immediately preceding Fiscal Year end (in thecase of the balance sheet) and the two (2) immediately preceding Fiscal Years(in the case of the statements).

7.3           Tax Matters.   The Class A Directors shall, without anyfurther consent of the Unit Holders being required (except as specificallyrequired herein), make any and all elections for federal, state, local, andforeign tax purposes as the Class A Directors shall determine appropriate andrepresent the Company and the Unit Holders before taxing authorities or courtsof competent jurisdiction in tax matters affecting the Company or the Unit Holdersin their capacities as Unit Holders, and to file any tax returns and executeany agreements or other documents relating to or affecting such tax matters,including agreements or other documents that bind the Unit Holders with respectto such tax matters or otherwise affect the rights of the Company and the UnitHolders.  The Class A Directors shalldesignate a Person to be specifically authorized to act as the “Tax MattersMember” under the Code and in any similar capacity under state or local law;provided, however, that the Class A Directors shall have the authority todesignate, remove and replace the Tax Matters Member who shall act as the taxmatters partner within the meaning of and pursuant to Regulations Sections301.6231(a)(7)-1 and -2 or any similar provision under state or local law.Necessary tax information shall be delivered to each Unit Holder as soon aspracticable after the end of each Fiscal Year of the Company but not later thanthree (3) months after the end of each Fiscal Year.

7.4           Delivery to Members and Inspection.   Upon the request of any Member for purposesreasonably related to the interest of that Person as a Member, the Class ADirectors shall promptly deliver to the requesting Member, at the expense ofthe requesting Member, a copy of the information required to be maintainedunder Sections 7.1 and a copy of this Agreement and all amendments hereto. EachMember has the right, upon reasonable request for purposes reasonably relatedto the interest of the Person as a Member and for proper purposes, to: (i)inspect and copy during normal business hours any of the Company recordsdescribed in Sections 7.1; and (ii) obtain from the Class A Directors, promptlyafter their becoming available, a copy of the Company’s federal, state, andlocal income tax or information returns for each Fiscal Year. Each Assigneeshall have the right to information regarding the Company only to the extentrequired by the Act.

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SECTION 8.  AMENDMENTS

8.1           Amendments.   Amendments to this Agreement may be proposedby the Class A Directors or any Member. Following any such proposal, the ClassA Directors shall submit to the Members a verbatim statement of any proposedamendment, providing that counsel for the Company shall have approved of thesame in writing as to form, and the Class A Directors shall include in any suchsubmission a recommendation as to the proposed amendment. The Class A Directorsshall seek the written vote of the Members on the proposed amendment or shallcall a meeting to vote thereon and to transact any other business that it maydeem appropriate. A proposed amendment shall be adopted and be effective as anamendment hereto only if approved by the affirmative vote of a majority of theMembership Voting Interests represented at a Meeting of the Members (in person,by proxy, or by mail ballot). Notwithstanding any provision of this Section 8.1 to the contrary, thisAgreement shall not be amended without the consent of each Member adverselyaffected if such amendment would modify the limited liability of a Member, oralter the Membership Economic Interest of a Member.

SECTION 9.  TRANSFERS

9.1           Restrictions on Transfers.   Except as otherwise permitted by thisAgreement, no Member shall Transfer all or any portion of its Units. In theevent that any Member pledges or otherwise encumbers all or any part of itsUnits as security for the payment of a Debt, any such pledge or hypothecationshall be made pursuant to a pledge or hypothecation agreement that requires thepledgee or secured party to be bound by all of the terms and conditions of thisSection 9. In the event such pledgee or secured party becomes the Unit Holderhereunder pursuant to the exercise of such party’s rights under such pledge orhypothecation agreement, such pledgee or secured party shall be bound by allterms and conditions of this Operating Agreement and all other agreementsgoverning the rights and obligations of Unit Holders. In such case, suchpledgee or secured party, and any transferee or purchaser of the Units held bysuch pledgee or secured party, shall not have any Membership Voting Interestattached to such Units unless and until the Class A Directors have approved inwriting and admitted as a Member hereunder, such pledgee, secured party,transferee or purchaser of such Units.

9.2           Permitted Transfers.   Subject to the conditions and restrictionsset forth in this Section 9, a Member may (a) at any time Transfer all or anyportion of its Units (i) to the transferor’s administrator or trustee to whomsuch Units are transferred involuntarily by operation of law, or (ii) withoutconsideration to or in trust for descendants of a Member; and (b) at any timefollowing the date on which substantial operations of the Facilities commences,Transfer all or any portion of its Units (i) to any Person approved by amajority of the Class A Directors in writing, or (ii) to any other Member or toany Affiliate or Related Party of another Member, or (iii) to any Affiliate orRelated Party of the transferor. Any such Transfer set forth in this Section9.2 and meeting the conditions set forth in Section 9.3 below is referred to inthis Agreement as a “Permitted Transfer”.

9.3           Conditions to Permitted Transfers.   A Transfer shall not be treated as aPermitted Transfer under Section 9.2 hereof unless and until the Class ADirectors have approved such Transfer as set forth in Section 9.2 and thefollowing conditions are satisfied:

(a) Except in the case of a Transfer involuntarily byoperation of law, the transferor and transferee shall execute and deliver tothe Company such documents and instruments of conveyance as may be necessary orappropriate in the opinion of counsel to the Company to effect such Transfer.In the case of a Transfer of Units involuntarily by operation of law, theTransfer shall be confirmed by presentation to the Company of legal evidence ofsuch Transfer, in form and substance satisfactory to counsel to the Company. Inall cases, the Company shall be reimbursed by the transferor and/or transfereefor all costs and expenses that it reasonably incurs in connection with suchTransfer.

(b) The transferor and transferee shall furnish theCompany with the transferee’s taxpayer identification number, sufficientinformation to determine the transferee’s initial tax basis in the Unitstransferred, and any other information reasonably necessary to permit theCompany to file all required federal and state tax returns and other legallyrequired information statements or returns. Without limiting the generality ofthe foregoing, the Company shall not be required to make any distributionotherwise provided for in this Agreement with respect to any transferred Unitsuntil it has received such information.

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(c) Except in the case of a Transfer of any Unitsinvoluntarily by operation of law, either (i) such Units shall be registeredunder the Securities Act, and any applicable state securities laws, or (ii) thetransferor shall provide an opinion of counsel, which opinion and counsel shallbe reasonably satisfactory to the Class A Directors, to the effect that suchTransfer is exempt from all applicable registration requirements and that suchTransfer will not violate any applicable laws regulating the Transfer ofsecurities.

(d) Except in the case of a Transfer of Unitsinvoluntarily by operation of law, the transferor shall provide an opinion ofcounsel, which opinion and counsel shall be reasonably satisfactory to theClass A Directors, to the effect that such Transfer will not cause the Companyto be deemed to be an “investment company” under the Investment Company Act of1940.

(e) Unless otherwise approved by the Class A Directorsand a 75% majority in interest of the Members, no Transfer of Units shall bemade except upon terms which would not, in the opinion of counsel chosen by andmutually acceptable to the Class A Directors and the transferor Member, resultin the termination of the Company within the meaning of Section 708 of the Codeor cause the application of the rules of Sections 168(g)(1)(B) and 168(h) ofthe Code or similar rules to apply to the Company. If the immediate Transfer ofsuch Unit would, in the opinion of such counsel, cause a termination within themeaning of Section 708 of the Code, then if, in the opinion of such counsel,the following action would not precipitate such termination, the transferorMember shall be entitled to (or required, as the case may be) (i) immediatelyTransfer only that portion of its Units as may, in the opinion of such counsel,be transferred without causing such a termination and (ii) enter into anagreement to Transfer the remainder of its Units, in one or more Transfers, atthe earliest date or dates on which such Transfer or Transfers may be effectedwithout causing such termination. The purchase price for the Units shall beallocated between the immediate Transfer and the deferred Transfer or Transferspro rata on the basis of the percentage of the aggregate Units beingtransferred, each portion to be payable when the respective Transfer isconsummated, unless otherwise agreed by the parties to the Transfer. In thecase of a Transfer by one Member to another Member, the deferred purchase priceshall be deposited in an interest-bearing escrow account unless another methodof securing the payment thereof is agreed upon by the transferor Member and thetransferee Member(s).

(f) No notice or request initiating the procedurescontemplated by Section 9.3 may be given by any Member after a DissolutionEvent has occurred. No Member may sell all or any portion of its Units after aDissolution Event has occurred.

(g) No Person shall Transfer any Unit if, in thedetermination of the Class A Directors, such Transfer would cause the Companyto be treated as a “publicly traded partnership” within the meaning of Section7704(b) of the Code.

The Class ADirectors shall have the authority to waive any legal opinion or othercondition required in this Section 9.3 other than the member approvalrequirement set forth in Section 9.3(e).

9.4           Prohibited Transfers.   Any purported Transfer of Units that is nota Permitted Transfer shall be null and void and of no force or effectwhatsoever; provided that, if the Company is required to recognize a Transferthat is not a Permitted Transfer (or if the Class A Directors, in their solediscretion, elect to recognize a Transfer that is not a Permitted Transfer),the Units Transferred shall be strictly limited to the transferor’s MembershipEconomic Interests as provided by this Agreement with respect to thetransferred Units, which Membership Economic Interests may be applied (withoutlimiting any other legal or equitable rights of the Company) to satisfy anydebts, obligations, or liabilities for damages that the transferor ortransferee of such Interest may have to the Company. In the case of a Transferor attempted Transfer of Units that is not a Permitted Transfer, the partiesengaging or attempting to engage in such Transfer shall be liable to indemnifyand hold harmless the Company and the other Members from all cost, liability,and damage that any of such indemnified Members may incur (including, withoutlimitation, incremental tax liabilities, lawyers’ fees and expenses) as aresult of such Transfer or attempted Transfer and efforts to enforce theindemnity granted hereby.

9.5           Rights of Unadmitted Assigness.   A Person who acquires Units but who is notadmitted as a substituted Member pursuant to Section 9.6 hereof shall beentitled only to the Membership Economic Interests with respect to 

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such Units inaccordance with this Agreement, and shall not be entitled to the MembershipVoting Interest with respect to such Units. In addition, such Person shall haveno right to any information or accounting of the affairs of the Company, shallnot be entitled to inspect the books or records of the Company, and shall nothave any of the rights of a Member under the Act or this Agreement.

9.6           Admission of Substituted Members.   As to Permitted Transfers, a transferee ofUnits shall be admitted as a substitute Member provided that such transfereehas complied with the following provisions: (a) The transferee of Units shall,by written instrument in form and substance reasonably satisfactory to theClass A Directors; (i) accept and adopt the terms and provisions of thisAgreement, including this Section 9, and (ii) assume the obligations of thetransferor Member under this Agreement with respect to the transferred Units.The transferor Member shall be released from all such assumed obligationsexcept (x) those obligations or liabilities of the transferor Member arisingout of a breach of this Agreement, (y) in the case of a Transfer to any Personother than a Member or any of its Affiliates, those obligations or liabilitiesof the transferor Member based on events occurring, arising or maturing priorto the date of Transfer, and (z) in the case of a Transfer to any of itsAffiliates, any Capital Contribution or other financing obligation of thetransferor Member under this Agreement; (b) The transferee pays or reimbursesthe Company for all reasonable legal, filing, and publication costs that theCompany incurs in connection with the admission of the transferee as a Memberwith respect to the Transferred Units; and (c) Except in the case of a Transferinvoluntarily by operation of law, if required by the Class A Directors, thetransferee (other than a transferee that was a Member prior to the Transfer)shall deliver to the Company evidence of the authority of such Person to becomea Member and to be bound by all of the terms and conditions of this Agreement,and the transferee and transferor shall each execute and deliver such otherinstruments as the Class A Directors reasonably deem necessary or appropriateto effect, and as a condition to, such Transfer.

9.7           Representations RegardingTransfers.   Each Member herebycovenants and agrees with the Company for the benefit of the Company and allMembers, that (i) it is not currently making a market in Units and will not inthe future make a market in Units, (ii) it will not Transfer its Units on anestablished securities market, a secondary market (or the substantialequivalent thereof) within the meaning of Code Section 7704(b) (and anyRegulations, proposed Regulations, revenue rulings, or other officialpronouncements of the Internal Revenue Service or Treasury Department that maybe promulgated or published thereunder), and (iii) in the event suchRegulations, revenue rulings, or other pronouncements treat any or allarrangements which facilitate the selling of Company interests and which arecommonly referred to as “matching services” as being a secondary market orsubstantial equivalent thereof, it will not Transfer any Units through amatching service that is not approved in advance by the Company. Each Memberfurther agrees that it will not Transfer any Units to any Person unless suchPerson agrees to be bound by this Section 9.7 and to Transfer such Units onlyto Persons who agree to be similarly bound. (b) Each Member hereby representsand warrants to the Company and the Members that such Member’s acquisition ofUnits hereunder is made as principal for such Member’s own account and not forresale or distribution of such Units. Each Member further hereby agrees thatthe following legend, as the same may be amended by the Class A Directors intheir sole discretion, may be placed upon any counterpart of this Agreement,the Articles, or any other document or instrument evidencing ownership ofUnits:

THETRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS DOCUMENT ISRESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANYASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVINGACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE,TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED INSTRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATINGAGREEMENT AND AGREED TO BY EACH MEMBER.

9.8           Distribution and Allocations inRespect of Transferred Units.   Ifany Units are Transferred during any Fiscal Year in compliance with theprovisions of this Section 9, Profits, Losses, each item thereof, and all otheritems attributable to the Transferred Units for such Fiscal Year shall bedivided and allocated between the transferor and the transferee by taking intoaccount their varying interests during the Fiscal Year in accordance with CodeSection 706(d), using any conventions permitted by law and selected by theClass A Directors. All distributions on or before the date of such Transfershall be made to the transferor, and all distributions thereafter shall be madeto the transferee. Solely for purposes of making such allocations anddistributions, the Company shall recognize such Transfer to be effective as ofthe first day of the month following the month in which all documents toeffectuate the 

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transfer have beenexecuted and delivered to the Company, provided that, if the Company does notreceive a notice stating the date such Units were transferred and such otherinformation as the Class A Directors may reasonably require within thirty (30)days after the end of the Fiscal Year during which the Transfer occurs, thenall such items shall be allocated, and all distributions shall be made, to thePerson who, according to the books and records of the Company, was the owner ofthe Units on the last day of such Fiscal Year. Neither the Company nor anyMember shall incur any liability for making allocations and distributions inaccordance with the provisions of this Section 9.8, whether or not the Class ADirectors or the Company has knowledge of any Transfer of ownership of anyUnits.

SECTION 10.  DISSOLUTION AND WINDING UP

10.1         Dissolution.   The Company shall dissolve and shallcommence winding up and liquidating upon the first to occur of any of thefollowing (each a “DISSOLUTION EVENT”): (i) The affirmative vote of a 75%majority in interest of the Members to dissolve, wind up, and liquidate theCompany; or (ii) The entry of a decree of judicial dissolution pursuant to theAct. The Members hereby agree that, notwithstanding any provision of the Act,the Company shall not dissolve prior to the occurrence of a Dissolution Event.

10.2         Winding Up.   Upon the occurrence of a Dissolution Event,the Company shall continue solely for the purposes of winding up its affairs inan orderly manner, liquidating its assets, and satisfying the claims of itscreditors and Members, and no Member shall take any action that is inconsistentwith, or not necessary to or appropriate for, the winding up of the Company’sbusiness and affairs, PROVIDED that all covenants contained in this Agreementand obligations provided for in this Agreement shall continue to be fullybinding upon the Members until such time as the Property has been distributedpursuant to this Section 10.2 and the Articles have been canceled pursuant tothe Act. The Liquidator shall be responsible for overseeing the prompt andorderly winding up and dissolution of the Company. The Liquidator shall takefull account of the Company’s liabilities and Property and shall cause theProperty or the proceeds from the sale thereof (as determined pursuant toSection 10.8 hereof), to the extent sufficient therefor, to be applied anddistributed, to the maximum extent permitted by law, in the following order:(a) First, to creditors (including Members and Class A Directors who arecreditors, to the extent otherwise permitted by law) in satisfaction of all ofthe Company’s Debts and other liabilities (whether by payment or the making ofreasonable provision for payment thereof), other than liabilities for whichreasonable provision for payment has been made; and (b) Second, except asprovided in this Agreement, to Members in satisfaction of liabilities fordistributions pursuant to the Act; (c) Third, the balance, if any, to the UnitHolders in accordance with the positive balance in their Capital Accountscalculated after making the required adjustment set forth in clause (ii)(C) ofthe definition of Gross Asset Value in Section 1.11 of this Agreement, aftergiving effect to all contributions, distributions and allocations for all periods.

10.3         Compliance with Certain Requirementsof Regulations; Deficit Capital Accounts.  In the event the Company is “liquidated” within the meaning ofRegulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be madepursuant to this Section 10 to the Unit Holders who have positive CapitalAccounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If anyUnit Holder has a deficit balance in his Capital Account (after giving effectto all contributions, distributions and allocations for all Fiscal Years,including the Fiscal Year during which such liquidation occurs), such UnitHolder shall have no obligation to make any contribution to the capital of theCompany with respect to such deficit, and such deficit shall not be considereda debt owed to the Company or to any other Person for any purpose whatsoever.In the discretion of the Liquidator, a pro rata portion of the distributionsthat would otherwise be made to the Unit Holders pursuant to this Section 10may be: (a) Distributed to a trust established for the benefit of the UnitHolders for the purposes of liquidating Company assets, collecting amounts owedto the Company, and paying any contingent or unforeseen liabilities orobligations of the Company. The assets of any such trust shall be distributedto the Unit Holders from time to time, in the reasonable discretion of theLiquidator, in the same proportions as the amount distributed to such trust bythe Company would otherwise have been distributed to the Unit Holders pursuantto Section 10.2 hereof; or (b) Withheld to provide a reasonable reserve forCompany liabilities (contingent or otherwise) and to reflect the unrealizedportion of any installment obligations owed to the Company, provided that suchwithheld amounts shall be distributed to the Unit Holders as soon aspracticable.

10.4         Deemed Distribution andRecontribution.   Notwithstanding anyother provision of this Section 10, in the event the Company is liquidatedwithin the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but noDissolution

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Event hasoccurred, the Property shall not be liquidated, the Company’s Debts and otherliabilities shall not be paid or discharged, and the Company’s affairs shallnot be wound up.

10.5         Rights of Unit Holders.   Except as otherwise provided in thisAgreement, each Unit Holder shall look solely to the Property of the Companyfor the return of its Capital Contribution and has no right or power to demandor receive Property other than cash from the Company. If the assets of the Companyremaining after payment or discharge of the debts or liabilities of the Companyare insufficient to return such Capital Contribution, the Unit Holders shallhave no recourse against the Company or any other Unit Holder or Directors.

10.6         Allocations During Period ofLiquidation.   During the periodcommencing on the first day of the Fiscal Year during which a Dissolution Eventoccurs and ending on the date on which all of the assets of the Company havebeen distributed to the Unit Holders pursuant to Section 10.2 hereof (the “LiquidationPeriod”), the Unit Holders shall continue to share Profits, Losses, gain, lossand other items of Company income, gain, loss or deduction in the mannerprovided in Section 3 hereof.

10.7         Character of Liquidating Distributions.   All payments made in liquidation of theinterest of a Unit Holder in the Company shall be made in exchange for theinterest of such Unit Holder in Property pursuant to Section 736(b)(1) of theCode, including the interest of such Unit Holder in Company goodwill.

10.8         The Liquidator.   The “Liquidator” shall mean a Personappointed by the Class A Directors(s) to oversee the liquidation of theCompany. Upon the consent of a majority in interest of the Members, theLiquidator may be the Class A Directors. The Company is authorized to pay areasonable fee to the Liquidator for its services performed pursuant to thisSection 10 and to reimburse the Liquidator for its reasonable costs andexpenses incurred in performing those services. The Company shall indemnify,save harmless, and pay all judgments and claims against such Liquidator or anyofficers, Directors, agents or employees of the Liquidator relating to anyliability or damage incurred by reason of any act performed or omitted to beperformed by the Liquidator, or any officers, Directors, agents or employees ofthe Liquidator in connection with the liquidation of the Company, includingreasonable attorneys’ fees incurred by the Liquidator, officer, Director, agentor employee in connection with the defense of any action based on any such actor omission, which attorneys’ fees may be paid as incurred, except to theextent such liability or damage is caused by the fraud, intentional misconductof, or a knowing violation of the laws by the Liquidator which was material tothe cause of action.

10.9         Forms of Liquidating Distributions.   For purposes of making distributionsrequired by Section 10.2 hereof, the Liquidator may determine whether todistribute all or any portion of the Property in-kind or to sell all or anyportion of the Property and distribute the proceeds therefrom.

SECTION 11.  MISCELLANEOUS

11.1         Notices.   Any notice, payment, demand, orcommunication required or permitted to be given by any provision of thisAgreement shall be in writing and shall be deemed to have been delivered,given, and received for all purposes (i) if delivered personally to the Personor to an officer of the Person to whom the same is directed, or (ii) when thesame is actually received, if sent either by registered or certified mail,postage and charges prepaid, or by facsimile, if such facsimile is followed bya hard copy of the facsimile communication sent promptly thereafter byregistered or certified mail, postage and charges prepaid, addressed asfollows, or to such other address as such Person may from time to time specifyby notice to the Members and the Directors: (a) If to the Company, to theaddress determined pursuant to Section 1.4 hereof; (b) If to the Directors, tothe address set forth on record with the company; (c) If to a Member, either tothe address set forth in Section 2.1 hereof.

11.2         Binding Effect.   Except as otherwise provided in thisAgreement, every covenant, term, and provision of this Agreement shall bebinding upon and inure to the benefit of the Members and their respectivesuccessors, transferees, and assigns.

11.3         Construction.   Every covenant, term, and provision of thisAgreement shall be construed simply according to its fair meaning and notstrictly for or against any Member.

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11.4         Headings.   Section and other headings contained in thisAgreement are for reference purposes only and are not intended to describe,interpret, define, or limit the scope, extent, or intent of this Agreement orany provision hereof.

11.5         Severability.   Except as otherwise provided in thesucceeding sentence, every provision of this Agreement is intended to beseverable, and, if any term or provision of this Agreement is illegal orinvalid for any reason whatsoever, such illegality or invalidity shall notaffect the validity or legality of the remainder of this Agreement. Thepreceding sentence of this Section 14.6 shall be of no force or effect if theconsequence of enforcing the remainder of this Agreement without such illegalor invalid term or provision would be to cause any Member to lose the materialbenefit of its economic bargain.

11.6         Incorporation By Reference.   Every exhibit, schedule, and other appendixattached to this Agreement and referred to herein is not incorporated in thisAgreement by reference unless this Agreement expressly otherwise provides.

11.7         Variation of Terms.   All terms and any variations thereof shallbe deemed to refer to masculine, feminine, or neuter, singular or plural, asthe identity of the Person or Persons may require.

11.8         Governing Law.   The laws of the State of Iowa shall governthe validity of this Agreement, the construction of its terms, and theinterpretation of the rights and duties arising hereunder.

11.9         Waiver of Jury Trial.   Each of the Members irrevocably waives tothe extent permitted by law, all rights to trial by jury in any action,proceeding or counterclaim arising out of or relating to this Agreement.

11.10       Counterpart Execution.   This Agreement may be executed in any numberof counterparts with the same effect as if all of the Members had signed thesame document. All counterparts shall be construed together and shallconstitute one agreement.

11.11       Specific Performance.   Each Member agrees with the other Membersthat the other Members would be irreparably damaged if any of the provisions ofthis Agreement are not performed in accordance with their specific terms andthat monetary damages would not provide an adequate remedy in such event.Accordingly, it is agreed that, in addition to any other remedy to which thenonbreaching Members may be entitled, at law or in equity, the nonbreachingMembers shall be entitled to injunctive relief to prevent breaches of theprovisions of this Agreement and specifically to enforce the terms andprovisions hereof in any action instituted in any court of the United States orany state thereof having subject matter jurisdiction thereof.

IN WITNESSWHEREOF, the parties have executed and entered into this Operating Agreement ofthe Company as of the day first above set forth.

COMPANY:

LITTLE SIOUX CORNPROCESSORS, L.L.C.
| By:  |   | /s/ Ron Wetherell |   |
|------|--------|-------------------|--------|
| Its: |   | Chairman          |   |
|      |        |                   |        |  |

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EXHIBIT “A”

Members and Member’sMembership Units

See MembershipRegister maintained at the principal office of the Company and available uponrequest.

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EXHIBIT “B”

Initial Board of Directors
| Name of Initial  Board Members | ** ** | **Address of Initial  Board Members**   |
|--------------------------------|------------|-----------------------------------------|
| Daryl Haack,  Chairman         |       | 5985 390th St., Primghar, IA 51245 |
| Verdell Johnson                |       | 991 490th St, Cleghorn, IA 51014   |
| Doug Lansink,  Treasurer       |       | 2360 Orchard Ave,  Arthur, IA 51431     |
| Dean Baughman                  |       | 3164 170th St, Newell, IA 50568    |
| Vince Davis                    |       | P.O. Box 60, Newell, IA  50568          |
| Darrell Downs                  |       | 405 Ridgeway Drive,  Marcus, IA 51035   |
| Myron Pingel                   |       | 2237 490th St, Aurelia, IA 51005   |
| Tim Ohlson                     |       | 4687 L Ave, Meriden, IA  51037          |
| Sally Puttman,  Secretary      |       | 1023 Kossuth Ave,  Kingsley, IA 51028   |
| Roland Schmidt                 |       | 1665 Otter Ave, Newell,  IA 50568       |
| Ron Wetherell,  Vice Chairman  |       | 302 S. Oak Dr,  Cleghorn, IA 51014      |

 

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