May 30, 2006

Second Amended Exhibit 3.1

**MEMBERS OF THE COMPANY, CAPITALCONTRIBUTIONS AND ISSUANCE OF UNITS**

1.     Outstanding Units

| **Members**    | **Class A Units  (1)** | **Class B-1 Units  (1)** | **Class B-2 Units  (2)** | **Class C Units** | **Percentage  	Interests 	(Class B Units only)** |
|----------------|------------------------|--------------------------|--------------------------|-------------------|--------------------------------------------------|
| USPB           | 94,680,681             | 10,664,475               | ---                      | ---               | 54.76142%                                        |
| NBPCo Holdings | 31,553,956             | 3,810,044                | ---                      | ---               | 19.5643%                                         |
| MillerCo       | ---                    | 2,247,619 (3)            | ---                      | ---               | 11.5413%                                         |
| Miller         | ---                    | ---                      | 609,524 (4)              | ---               | 3.1299%                                          |
| KleinCo        | ---                    | 1,123,810 (5)            | ---                      | ---               | 5.7707%                                          |
| TMKCo          | ---                    | ---                      | 304,762 (6)              | ---               | 1.5649%                                          |
| SmithCo        | 1,514,286              | 714,286 (7)              | ---                      | ---               | 3.6678%                                          |
| **Total**      | **127,748,923**        | **18,560,234**           | **914,286**              | **---**           | **100.00%**                                      |

(1)          Initial Capital Contribution with respect to Class A Units and Class B-1Units is an amount in U.S. Dollars equal to the number of Units of such Class andthe number of units issued with respect to the Brawley transaction.

(2)          Initial Capital Contribution with respect to Class B-2 Units is zero.

(3)          Of these Units, 1,104,762 are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(4)          These 609,524 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(5)          Of these Units, 552,381 are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(6)          These 304,762 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(7)          Of these Units, 428,571 are designated as Management Units, subject torepurchase in accordance with Section 3.7.

2.     Units Issuable Pursuant to Deferred Equity Incentive CompensationAgreements

| **Members** | **Class A Units** | **Class C Units** |
|-------------|-------------------|-------------------|
| Miller      | 6,057,143         | 609,524 (1)       |
| Klein       | 3,028,571         | 304,762 (2)       |

(1)          These 609,524 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(2)          These 304,762 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

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3.     Capitalization Assuming Full Issuance of Units Subject toDeferred Equity Incentive Compensation Agreements

| **Members**    | **Class A Units  (1)** | **Class B-1 Units  (1)** | **Class B-2 Units  (2)** | **Class C Units  (1)** | **Percentage  	Interests 	(Class B Units only)** |
|----------------|------------------------|--------------------------|--------------------------|------------------------|--------------------------------------------------|
| USPB           | 94,680,681             | 10,664,475               | ---                      | ---                    | 54.7612%                                         |
| NBPCo Holdings | 31,553,956             | 3,810,044                | ---                      | ---                    | 19.5643%                                         |
| MillerCo       | ---                    | 2,247,619                | ---                      | ---                    | 11.5413%                                         |
| Miller         | 6,057,143              | ---                      | 609,524                  | 609,524                | 3.1299%                                          |
| KleinCo        | ---                    | 1,123,810                | ---                      | ---                    | 5.7707%                                          |
| Klein          | 3,028,571              | ---                      | ---                      | 304,762                | 0%                                               |
| SmithCo        | 1,514,286              | 714,286                  | ---                      | ---                    | 3.6678%                                          |
| TMKCo          | ---                    | ---                      | 304,762                  | ---                    | 1.5649%                                          |
| **Total**      | **136,834,637**        | **18,560,234**           | **914,286**              | **914,286**            | **100.00%**                                      |

(1)          Initial CapitalContribution, when and as issued, is equal to an amount in U.S. Dollars equal tothe number of Units of such Class and the number of units issued with respect tothe Brawley transaction.

(2)          Initial Capital Contribution with respect to Class B-2 Units is zero.

 

 

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