Hubert Enterprises, Inc. and Subsidiaries, et al. - Page 20

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          LCL’s capital an assignment in which HBW transferred to LCL all             
          of HBW’s rights, title, and interest in its leases, subject to              
          existing loans.                                                             
               Section 4.2 of LCL’s operating agreement stated that “No               
          Member shall be liable as such for the liabilities of the                   
          Company.”  On March 28, 2001, the LCL operating agreement was               
          amended and restated in its entirety (revised LCL operating                 
          agreement), effective retroactively to January 1, 2000.  The                
          revised LCL operating agreement is construed under Wyoming law,             
          and only the parties who signed the revised LCL operating                   
          agreement (and their successors in interest) have any rights or             
          remedies under that agreement.  The revised LCL operating                   
          agreement stated that neither HBW nor HCC was required to make              
          any additional capital contribution to LCL.  The revised LCL                
          operating agreement also stated:                                            
                    7.7  Deficit Capital Account Restoration.  If any                 
               Partner has a deficit Capital Account following the                    
               liquidation of his, her or its interest in the                         
               partnership, then he, she or it shall restore the                      
               amount of such deficit balance to the Partnership by                   
               the end of such taxable year or, if later, within 90                   
               days after the date of such liquidation, for payment to                
               creditors or distribution to Partners with positive                    
               capital account balances.                                              
               In 2000 and 2001, neither HBW nor HCC liquidated its                   
          interest in LCL.  Nor at those times did either member have a               
          deficit in its LCL capital account.                                         







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