LIMITED LIABILITY COMPANY AGREEMENT

among

[COMPANY]

and

[COUNTERPARTY]

[Date]

TABLE OF CONTENTS

[COMPANY]

OPERATING AGREEMENT

This Operating Company Agreement of [COMPANY], a Kansas limited liability company (the “Company”), is entered into as of this _____ day of ______________ by and among the Company, [COMPANY], a Kansas limited liability company (“[COMPANY]”), and [COUNTERPARTY], a Kansas corporation (“[COUNTERPARTY]”).

RECITALS

WHEREAS, the Company (Business Entity I.D. No. [ID]) was formed under the laws of the State of Kansas by the filing of Kansas Limited Liability Articles of Organization (Form DL 51-09) with the Secretary of State of Kansas (the “Secretary of State”) on the ___ day of __________, 20__ (the “Articles of Organization”) for the purposes set forth in 13Section 2.05 of this Agreement;

WHEREAS, pursuant to a Contribution Agreement, dated as of the ________ day of _____________, 20__, by and among [COMPANY], [COUNTERPARTY] and the Company (the “Contribution Agreement”), [COMPANY] and [COUNTERPARTY] have each agreed to contribute, or cause to be contributed, to the Company at the Closing (as defined in the Contribution Agreement) certain assets in exchange for Membership Interests; and

WHEREAS, the Members wish to enter into this Agreement setting forth the terms and conditions governing the operation and management of the Company.