PZ - Agent Verification Authorized LIMITED LIABILITY COMPANY AGREEMENT
of
TQ FLAGSTONE, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made
and entered into effective as of January s'''�' , 2005 by TQ PROPERTIES LLC, a
Washington limited liability company (the "Member"), who hereby forms a limited liability
company on the terms and conditions set forth in this Agreement. Except as otherwise
provided, the rights and liabilities of the Member and definitions of terms used in this
Agreement shall be governed by Chapter 25.15 of the Revised Code of Washington and
the Washington Limited Liability Company Act (the "Act").
RECITALS
A. The Member has agreed to form and operate TQ FLAGSTONE LLC, a
Washington limited liability company (the "Company").
B. The Member intends to memorialize its understanding regarding the
formation, capitalization, and ownership of the Company, and the conduct of the
Company's initial business.
j C. This Agreement shall be binding upon the Company and the Member.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Member hereto agrees as follows:
j AGREEMENT
1. Name. The name of the Company is TQ FLAGSTONE LLC.
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2. Certificate of Formation. The Manager shall file a Certificate of
Formation in the Office of the Secretary of State of the State of Washington, promptly
upon execution of this Agreement and before the Company begins conducting
business.
3. Principal Place of Business. The Company's initial principal place of
business shall be Tacoma Financial Center Building, 1145 Broadway Plaza, Suite 1500,
Tacoma, Washington 98402-3524. The Manager may change the location of the
Company's place of business to any other place or places as the Manager deems
advisable.
j 4. Registered Office and Registered Agent. The Company's initial
° registered office shall be at 1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101-
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2338, and the name of its initial registered agent at such address shall be LPSL
Corporate Services, Inc. The Manager may change the registered office and registered
agent by filing an amendment to the Certificate of Formation.
5. Term. The Company shall exist as of the date the original Certificate of
Formation was filed and the Company shall continue in perpetuity, unless sooner
dissolved as provided in this Agreement.
6. Purpose. The purpose of the Company is to carry on any lawful business
or activity that may be conducted by a limited liability company organized under the Act.
7. Ownership. Initially, the sole Member of the Company and its respective
interest therein shall be as follows:
Member Ownership Interest
TQ PROPERTIES, LLC, a Washington 100%
limited liability company
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8. Management.
a. Manager. ROBERT M. QUINN and JOHN W. TITCOMB, JR. shall
serve as the initial Managers. ROBERT M. QUINN shall manage the day-to-day business
and affairs of the Company. The Manager shall have a fiduciary duty to the Member in
managing the Company. Except as otherwise expressly provided in this Agreement, the
Manager shall have full and complete authority, power and discretion to manage and
control the business, affairs and properties of the Company, to make all decisions
regarding those matters and to perform any and all other acts or activities customary or
incident to the management of the Company's business. The Manager shall have the
power and authority on behalf of the Company to:
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L Invest and reinvest available funds in investments that, in the
judgment of the Manager, are consistent with the purposes of the Company.
ii. Vote or give proxies to vote any stock or other voting security,
to exercise management rights as a general partner or as a manager or member of a
limited liability company, and to enter into or oppose, alone or with others, voting trusts,
mergers, consolidations, foreclosures, liquidations, reorganizations, or other changes in
the financial structure of any business organization or buy-sell agreements, stock
restriction agreements, or stock redemption agreements.
iii. Expend Company funds or to borrow as the Manager deems
appropriate; provided, however, that if ROBERT M. QUINN wishes to make any
expenditure or borrowing in excess of TWENTY-FIVE THOUSAND DOLLARS ($25,000),
he must first obtain JOHN W. TITCOMB, JR's consent to such expenditure or borrowing.
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iv. Collect obligations payable to the Company and take any
lawful means for the recovery thereof by legal process or otherwise, and to execute and
deliver a satisfaction and release therefor, together with the right to compromise any
claim.
V. Lease, sell, exchange, pledge, encumber, or grant an option
for the sale of all or any portion of the Property of the Company upon such terms as the
Manager deems proper.
vi. Perform all of the Company's obligations under any
agreement entered into by the Company.
vii. Select and retain accountants, attorneys, and other advisers
(including investment advisers and property managers) to provide services for the
Company.
viii. Execute, acknowledge, and deliver any and all instruments to
effectuate the foregoing.
ix. Take any other action deemed desirable by the Manager to
further the purposes of the Company.
b. Major Decisions. The following actions shall be deemed Major
Decisions and shall require the approval of the Member: (a) to amend this Agreement;
(b) to act in contravention of this Agreement; (c) to confess a judgment against the
Company; (d) to file or consent to filing a petition for or against the Company under any
federal or state bankruptcy, insolvency or reorganization act; (e) to possess or assign
Property for other than a Company purpose; (f) to make a non-pro rata distribution or
return of capital to any Member, except as otherwise provided in this Agreement; (g) to
remove a Manager; (h) to admit or expel a Member; or (i) such other events or decisions
specifically subject to the vote of all the Members as provided in this Agreement.
j C. Time. The Manager will devote to the business of the Company
j such time as the Manager, in his, her, or its individual capacity, considers to be
reasonable and prudent.
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d. Compensation. The Manager shall be entitled to compensation
from the Company for services rendered to the Company as Manager as approved by an
affirmative vote of a Majority Interest. In addition, the Managers shall be reimbursed by
the Company for reasonable out-of-pocket expenses incurred by the Manager in
connection with the Company's business.
b. Compensation. The Manager shall be entitled to reasonable
compensation for services rendered to the Company as Manager. In addition, the
Manager shall be reimbursed 'by the Company for reasonable out-of-pocket expenses
incurred by the Manager in connection with the Company business.
101063.0001/1162073.1 3
e. Limitation of Liability. A Manager shall not be liable, responsible,
or accountable in damages or otherwise to the Company, the other Managers, or the
Members for any act or omission by a Manager performed in good faith and in a manner
reasonably believed by such Manager to be: (a) within the scope of authority granted to
the Manager b this Agreement or in accordance with its provisions; and b in the best
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interest of the Company. A Manager shall be liable for an act or omission that constitutes
fraud, intentional misconduct, bad faith, gross negligence, a knowing violation of law, or
any other act referred to by RCW 25.15.040(1)(a). The liability of any Manager shall be
further limited as set forth in the Act and other applicable law, unless the terms of the
Agreement state otherwise.
f. Indemnification. The Company shall indemnify, defend, and hold
harmless its Manager against any liability, loss, damage, cost, or expense incurred by the
Manager on behalf of the Company or in furtherance of the Company's interests; provided
that the Company shall not indemnify and hold harmless the Manager in any of the
circumstances identified above under which the Manager would be liable to the Company.
No Member shall have any personal liability with respect to the satisfaction of any
required indemnification of the Manager.
g. Accountability to Company. The Manager must account to the
Company and hold as trustee for it any profit or benefit derived by the Manager without
the consent of the Member from any transaction connected with the conduct or winding
up of the Company. Such accountability required by this Section 8.g shall not impede any
Manager's rights to engage in independent activities.
h. Related Party Transactions. The Manager may cause the
Company to obtain products or services from entities controlling, controlled by, or under
common control with any Manager and to pay such entities reasonable fees for such
products and services, so long as such transactions and relationships are disclosed to the
Members in writing.
1. Removal or Resignation. At a meeting called expressly for that
purpose, any Manager may be removed by the Member.
j. Vacancies or Appointment of Manager. Any vacancy of the
Manager occurring for any reason shall be filled by the consent or vote of the Members
holding a Majority Interest. The appointment of Persons, who are either Members or
non-Members, as successor or additional Managers shall be made by a Majority Interest.
k. Right to Rely on a Manager. Any Person dealing with the Company
j may rely (without duty of further inquiry) upon a certificate signed by a Manager as to the
identity and authority of any Manager to act on behalf of the Company.
I. Banking. All Company funds shall be deposited in its name in such
accounts as the Manager designates. The Manager can authorize other persons to draw
101063.0001/1162073.1 4
checks on Company bank accounts. Each bank in which a Company account is
maintained is relieved of any responsibility to inquire into the Manager's authority to deal
with such funds, and absolved of all liability with respect to withdrawals from such
Company accounts by any person duly authorized by the Manager.
9. Member Liability.
a. Limitation of Liability. No Member shall be liable for satisfaction
of Company obligations. Each Member's liability shall be limited to the extent provided
in Section 8.d with the term "Member" read in place of the term "Manager."
b. Indemnification. The Company shall indemnify, defend, and hold
each Member harmless from all costs, losses, liabilities, and damages paid or incurred
by such Member, and advance expenses incurred by such Member, in connection with
the business of the Company, to the fullest extent provided or allowed by the Act.
10. Company Liabilities. The debts, obligations, and liabilities of the
Company, whether arising in contract, tort, or otherwise (except for the Member's own
torts), shall be solely the debts, obligations, and liabilities of the Company; and the
Member (or any Manager) shall not by obligated personally for any such debt,
obligation, or liability of the Company solely by reason of being a member or acting as a
manager of the Company.
11. Capital Accounts. The Company shall establish and maintain capital
accounts for Members in compliance with Treasury Regulations promulgated under
Internal Revenue Code §704. Except in the case of any special allocations required by
the Internal Revenue Code or applicable Treasury Regulations thereunder, profits and
losses shall be allocated among the Members in proportion to their percentage
interests.
12. Distribution of Cash Available for Distribution. Cash available for
distribution resulting from operations, after payment of amounts to Members for any
Member loans, if any, shall be distributed to the Members according to their percentage
interest in the Company.
13. Books and Records. The Member shall maintain, at the Company's
principal place of business, records and accounts of all financial activities, operations
and transactions of the Company. The records and accounts may be maintained in
other than written form if such form is capable of conversion into written form within a
reasonable time. The records shall include: (a) names and address of the Member and
each manager, both past and present; (b) a copy of the Certificate of Formation and all
amendments thereto; (c) copies of all tax returns and reports, if any, for the three (3)
most recent years; (d) the amount of cash and a description of the agreed value of the
other property or services contributed by each Member (including that Member's
predecessor in interest), and which each Member has agreed to contribute; (e) a copy
of all the Company's LLC Agreements and amendments thereto; (f) any financial
101063.0001/1162073.1 5
statements of the Company for the three (3) most recent years; and (g) minutes of
every meeting of the Members and any written consents from Members for actions
taken without a meeting. The Manager shall deliver to the Secretary of State such
information as may be required for filing annual reports as required by the Act.
14. Restrictions on Transfer; Buy-Sell Provisions. Except for a transfer to
or for the benefit of TQ PROPERTIES, LLC, or its successors, no Member shall be
entitled to sell, transfer, assign, pledge, or otherwise encumber, voluntarily or
involuntarily, all or any part of his Interest in the Company except with the prior written
consent of all Members. Any other transfer or encumbrance shall be void. Further, no
transferee shall be admitted as a Member unless all Members also consent in writing to
such admission as a Member (which consent may be arbitrarily withheld) and the
prospective transferee has executed an instrument accepting and agreeing to be bound
by all the terms and conditions of this Agreement.
15. Dissolution of Company. The Company shall be dissolved upon the
unanimous written consent of the Member.
16. General Provisions.
a. Entire Agreement. This Agreement contains the entire agreement
of the parties hereto, and no other oral or written agreement shall be binding or
obligating upon the parties hereto. The Agreement supersedes all prior agreements,
contracts, and understandings, whether written or otherwise, between the parties
relating to the subject matter hereof.
b. Successors Bound. The provisions of this Agreement shall
extend to, bind, and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors, and assigns.
C. Jurisdiction. This Agreement shall be governed by the law of the
State of Washington and venue shall be in King County, Washington.
d. Severability. The provisions of this Agreement are severable, and
should any provisions hereof by void, unenforceable or invalid, such void,
unenforceable or invalid provision or provisions shall not affect any other portion or
provision of this Agreement.
e. Counterparts. This Agreement may be executed in any number of
counterparts, which together shall constitute one and the same Agreement. As a
matter of convenience, all executed signature pages may be attached to a single
counterpart, which shall then constitute the original signed copy of this Agreement.
(Rest of Page Left Intentionally Blank)
101063.0001/1162073.1 6
IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first written above.
TQ PROPERTIES, LLC, a Washington
limited liability company, Member
By L
R ERT M. QUINN, Manager
By
JOHN W. TITCOMB, JR., Manager
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101063.0001/1162073.1 7
IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first written above.
TQ :.PROPERTIES, LLC, a Washington
limited liability company, Member
By
ROBERT M. QUINN, Manager
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By
JO W. TITCOMB, JR., Manager
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101063.0001/1162073.1 7
STATE OF ORE�G�ON )
) ss.
County of-KfN& )
This instrument was acknowledged before me on Januaryc_�, 2005 by
ROBERT M. QUINN, as Manager of TQ PROPERTIES LLC, a Washington limited
liability company.
OFFICIAL SEAL
TERESA (MARTIN
NOTARY PUBLIC-OREGON
COMMISSION NO. 380119 Notary Public for Orego
MY COMMISSION EXPIRES APR 27, 2008 My commission expires. I
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STATE OF WASHINGTON )
) ss.
f COUNTY OF )
I certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR. is
the person who appeared before me, and said person acknowledged that he signed
this instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the Manager of TQ PROPERTIES LLC, a Washington limited
liability company to be his free and voluntary act of such parties for the uses and
purposes mentioned in this instrument.
DATED:
I
Print Name:
NOTARY PUBLIC for the State of
Washington, residing at
My appointment expires:
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101063.0001/1162073.1 8
STATE OF OREGON
) ss.
County of KING
This instrument was acknowledged ibefore :me on January 0 20 5 by
ROBERT M. QUINN, as Manager of TQ PROPERTIES LLC, a Washington limited
liability company.
Notary Public for Oregon
My commission expires:
STATE OF WASHINGTON
COUNTY OF k� ) ss.
I certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR.
is the person who appeared before me, and said person acknowledged that he signed
this instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the Manager of TQ PROPERTIES LLC, a Washington limited
liability company to be his free and voluntary act of such parties for the uses and
purposes mentioned in this instrument.
06
DATED:
Print Name:
NOTARY PUBLIC for the State of
Washington, residing at
10/9 o-e-
-lop 14
PUBO My appo ntment expires: r.
1-2-e
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101063.0001/1162073.4 8
MANAGER'S CONSENT
The undersigned, ROBERT M. QUINN and JOHN W. TITCOMB, JR. hereby agree
to act as Managers of the Company subject to the terms and conditions of this
Agreement.
ROBE T M. QUINN JOHN W. TITCOMB, JR.
STATE OF OREGON )
r1 i ) ss.
County of
This instrument was acknowledged before me on' C LY�S' by
ROBERT M. QUINN.
OFFICIAL SEAL
TERESA MARTIN
NOTARY PUBLIC-OREGON t��
COMMISSION NO. 3W119
MY COWASSION EXPIRES APR 27, 2 Notary Public for Oregon
ooe
My commission expires: ,
I
STATE OF WASHINGTON )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR. is
the person who appeared before me, and said person acknowledged that JOHN W.
TITCOMB, JR. signed this instrument and acknowledged it to be his free and voluntary
act for the uses and purposes mentioned in this instrument.
DATED:
Print Name:
NOTARY PUBLIC for the State of
Washington, residing at
My appointment expires:
i
101063.0001/1162073.1 9
MANAGER'S CONSENT
The undersigned, ROBERT M. QUINN and JOHN W_ TITCOMB, JR. hereby agree
to act as Managers of the Company subject to the terms and conditions of this Agreement.
III
ROBERT M. QUINN J(AIN W. TITCOMB, JR.
STATE OF OREGON
) ss.
County of
This instrument was acknowledged before me on by
ROBERT M. QUINN.
Notary Public for Oregon
My commission expires:
STATE OF WASHINGTON
) ss.
COUNTY OF
I certify
thg I know or have satisfactory evidence that JOHN W. TITCOMB, JR.
is the person who appeared before me, and said person acknowledged that JOHN W.
TITCOMB, JR. signed this instrument and acknowledged it to be his free and voluntary
act for the uses and purposes mentioned in this ins7t
DATED:
aco
....... Name:, kc
C IN;, Print
NOTARY PUBLIC for the State of
Was siding at
'0 Washington, residing
My pp ointment expires:
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10 1063.0001/1162073.1
FIRST AMENDMENT AND RESTATEMENT OF
LIMITED LIABILITY COMPANY AGREEMENT
OF
TQ PROPERTIES LLC
(a Washington Limited Liability Company)
Dated and Effective
as of
December 21, 2004
120963.0001/1353665.1
LIMITED LIABILITY COMPANY AGREEMENT
OF
TQ PROPERTIES LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement") is made
and entered into effective as of December 21, 2004, between and among as the original
Members:
JOHN W TITCOMB GRAN DCHILDRENS'TRUST,
DECLARATION OF TRUST OF JOHN W. TITCOMB,
DECLARATION OF TRUST OF DIANA C. TITCOMB,
ROBERT M. QUINN, and
LINDA E. QUINN.
PREAMBLE TO ORIGINAL AGREEMENT
Immediately prior to the execution of this Agreement, the signatories were all of
the general and limited partners and members of D. & J. TITCOMB LIMITED
PARTNERSHIP, a Washington limited partnership, which was organized on October 21,
1993 (the "Partnership").
The signatories have agreed to convert the Partnership into a single limited
liability company.
In furtherance of that objective, they have caused the Company (as defined
herein) to be organized and are transferring all of their interests in the Partnership to the
Company in exchange for membership rights, which will be issued to them in the same
proportion as their interests in the Partnership.
Immediately upon the Company's receipt of the partnership interests, the
Partnership will be dissolved, the Partnership's assets will be distributed to the
Company, and the Company will assume the Partnership's liabilities and continue the
Partnership's businesses, all subject to the terms and conditions of this Agreement.
PREAMBLE TO FIRST AMENDMENT
AND RESTATEMENT
Following the death of John W. Titcomb and the administration of his estate and
the Declaration of Trust of John W. Titcomb, the membership interests owned by the
trustee of the Declaration of Trust of John W. Titcomb have been or will be distributed to
the John W. Titcomb Marital Trust. The Manager shall prepare a revised Schedule B
hereto.
12M63.0001l1353665.1
RECITALS
WHEREAS, by their mutual consent, the parties to this Agreement have formed TQ
PROPERTIES LLC (the "Company"), as a limited liability company pursuant to the Limited
Liability Company Act and the laws of the state of Washington, for the primary purpose of
holding, refinancing, and managing the real and personal property contributed to the
Company(the"Property'); and
WHEREAS, the parties to this Agreement wish to set forth in writing the terms and
conditions upon which they have formed the Company and shall conduct its business;
NOW THEREFORE, in consideration of the mutual covenants of the parties, each
to the other, and of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 -- DEFINITIONS AND INTERPRETATIONS
1.1 Definitions. The following terms used in this Agreement shall have the
following meanings (unless otherwise expressly provided herein):
"Act" means the Washington Limited Liability Company Act, as amended (RCW
Ch. 25.15).
"Assignee" means the holder or transferee of an interest in the Company who has
not been admitted as a Member of the Company. An Assignee shall have no right to
participate in the Management of the business and affairs of the Company. An Assignee is
entitled to share in such profits and losses, to receive such distributions, and to receive
such allocations of income, gain, loss, deduction, or credit or similar item to which the
assignor was entitled, subject to the limitations applicable to the assignor, to the extent of
the transferred interest.
"Agreement" means this Limited Liability Company Agreement, as originally
executed and as subsequently amended from time to time.
"Built-In Gains" means the excess of the value over tax basis of property
contributed to the Company which is allocated pursuant to section 704(c) of the Code in
determining Net Profits and Net Losses.
"Built-In Losses" means the excess of tax basis over the value of property
contributed to the Company, which is allocated pursuant to section 704(c) of the Code.
"Capital Account" means the capital account determined and maintained for each
Member or Transferee on the books of the Company pursuant to Section 8.4.
IW963.000111353665.1 2 _
"Capital Contribution" means the total amount of cash and the fair market value
of other property (net of liabilities secured by such property that the Company is
considered to assume or take subject to under section 752(c) of the Code) contributed to
the Company by a Member pursuant to the terms of this Agreement.
"Certificate of Formation" means the certificate of formation pursuant to which
the Company was formed, as originally filed with the office of the Secretary of State, and
as amended from time to time.
"Code" means the Internal Revenue Code of 1986, as amended, and underlying
Regulations.
"Company" means TQ PROPERTIES LLC, formed and operated in accordance
with the terms and conditions of this Agreement.
"Distributable Cash" means the amount of cash determined by the Manager
pursuant to Section 10.2 to be available for distribution to the Members.
"Entity" means any general partnership, limited partnership, limited liability
partnership, limited liability company, corporation, joint venture, trust, estate, business
trust, cooperative, association, or any other organization that is not a natural Person.
"Events of Dissociation" means events of dissociation as defined by RCW
25.15.130.
"Incompetence" or"Incompetent" means the inability of an individual Member or
Manager to manage his or her property and affairs effectively for reasons including, but not
limited to, mental illness, mental deficiency, physical illness or disability, advanced age,
chronic use of drags, chronic intoxication, confinement, detention by a foreign power or
disappearance. If the Member or Manager is unable to act because of physical or mental
illness or disability, advanced age, or chronic intoxication or drag use, then written notice to
that effect must be signed by that Member's or Manager's personal physician or, if he or
she has no personal .physician, by any qualified physician who is then treating him or her.
If the Member or Manager is unable to act because of being detained, confined, or
missing, then written notice must be signed by someone having personal knowledge of his
or her situation. In the case of a corporate Manager, "Incompetence" shall mean the
dissolution of such entity.
"LLC" means"limited liability company," as defined by the Act.
"Majority Interest" means more than fifty percent (50%) of the then outstanding
Membership Interests held by Members.
"Manager" means ROBERT M. QUINN and JOHN W. TITCOMB, JR. and any
other Person who may become a substitute or additional Manager as provided in
ARTICLE 4.
l2W63.0001l1353665.1 3
"Member" or"Members" means each Person who makes his, her, or its required
Capital Contribution and executes a counterpart of this Agreement as a Member and each
Person who may hereafter become a Member pursuant to the terms of this Agreement.
The term "Member" as used herein shall include a Manager to the extent of his or her
Membership Interest in the Company.
"Membership Interest" or "Interest" means the interest in the Company
representing the Member's right to receive distributions from the Company, to receive
allocations of profits and losses and to vote or otherwise participate in any decision subject
to approval by Members. The Membership Interest of each Member is set forth on
Schedule B, as amended or restated.
"Net Profits" and "Net Losses" means for any taxable year the net income or
loss of the Company, as reported for federal income tax purposes, and additional amounts
allocated to the Members pursuant to sections 702 and 705 of the Code.
"New Member Agreement" means an agreement substantially in the form of
attached Schedule C.
"Permitted Transferee" means
a. ROBERT M. QUINN and LINDA E. QUINN, and any Person who is a
lineal descendant of both of them, including adopted persons ("Lineal
Descendant");
b. JOHN W. TITCOMB, JR., and any Person who is a Lineal
Descendant of John W. Titcomb, Jr.,
C. DIANA C. TITCOMB, and any Person who is a Lineal Descendant of
Diana C. Titcomb;
d. The beneficiaries of the JOHN W. TITCOMB GRANDCHILDREN&
TRUST, the DECLARATION OF TRUST OF JOHN W. TITCOMB, and the
DECLARATION OF TRUST OF DIANA C. TITCOMB, and any Person who is a
Lineal Descendant of such beneficiaries;
e. A spouse of a Lineal Descendant, but only for the period during which
the spouse is married to the Lineal Descendant or is the surviving spouse of the
Lineal Descendant;
f. A trustee of any trust or custodian of a custodial arrangement, which
at the applicable time is held solely, with respect to a Membership Interest, for the
benefit of Permitted Transferees;
IM963.O00 1l13536651 4 -
g. Any corporation, partnership, limited liability company, or other form of
business organization, in which each class of stock, interest, or other ownership
interest is 100% owned by Permitted Transferees; and
If. The executor or administrator of the estate of a deceased Permitted
Transferee subject to ARTICLE 12.
"Person" means any individual or Entity, and the heirs, executors, administrators,
legal representatives, successors, and assigns of such "Person" where the context so
permits.
"Property" means any real, personal, tangible or intangible property contributed to,
purchased, developed, or otherwise acquired by the Company including but not limited to
the assets described on Schedule A, as amended or restated.
"Regulations" means proposed, temporary, and final Treasury Regulations
promulgated under the Code and the corresponding sections of any regulations
subsequently issued that amend or supersede such regulations.
"Tax Matters Manager" means ROBERT M. QUINN and any other Person who
may become a substitute Tax Manager as provided in Section 11.5.
"Transfer" means any sale, assignment, gift, exchange, pledge, encumbrance,
devise, bequest, intestate transfer, change in beneficial interest of any trust or estate,
distribution from any trust or estate, change in ownership of Entity members, or any other
disposition of a Membership Interest, whether voluntary or involuntary.
1.2 Interpretation.
a. When required by the context, the singular includes the plural and
vice versa, and the masculine includes the feminine and neuter genders, and vice
versa;
b. Except as otherwise specifically indicated, all references in this
Agreement to "Schedules," "Articles," "Sections," and other subdivisions are to the
corresponding Schedules, Articles, Sections, or subdivisions of this Agreement as
they may be amended from time to time; and
C. Headings used in this Agreement have been included for
convenience and ease of reference only and will not in any manner influence the
construction or interpretation of any provision of this Agreement.
1.3 Governing Law. This Agreement shall be construed and the rights, duties,
and obligations of the parties shall be determined in accordance with the laws of the state
of Washington.
M963.0001J1353665.1 5
ARTICLE 2--FORMATION OF COMPANY
2.1 Name. The name of the Company is TQ PROPERTIES LLC.
2.2 Certificate of Formation. The Manager shall file a Certificate of Formation
in the Office of the Secretary of State of Washington, promptly upon execution of this
Agreement and before the Company begins conducting business.
2.3 Principal Place of Business. The Company's initial principal place of
business shall be 925 State Route 105, Aberdeen, Washington 98520. The Manager may
change the location of the Company's places of business to any other place or places as
they deem advisable.
2.4 Registered Office and Registered Agent. The Company's initial registered
office shall be at 1420 Fifth Avenue, Suite 4100, Seattle, Washington, 98101-2338, and the
name of its initial registered agent at such address shall be LPSL Corporate Services, Inc.
The Manager may change the registered office and registered agent from time to time in
the manner required by the Act.
2.5 Term. The Company shall exist as of the date the original Certificate of
Formation was filed and the Company shall continue in perpetuity, unless sooner dissolved
as provided in this Agreement.
2.6 Purposes. The purpose of the Company is to operate and manage the
hotels and other real and personal property owned by the Company and to carry on any
other lawful business or activity that may be conducted by a limited liability company
organized under the Act.
ARTICLE 3-- BUSINESS OF COMPANY
The business of the Company shall be: (a) to invest in, acquire, hold, construct,
maintain, improve, develop, finance, manage, lease, sell, exchange, and otherwise own
and deal with for use and profit the Property and engage in any and all general business
activities related or incidental thereto; and (b) to carry on any lawful business or activity
which may be conducted by a limited liability company organized under the Act.
ARTICLE 4-- MANAGEMENT
4.1 Manager. ROBERT M. QUINN and JOHN W. TITCOMB, JR. shall serve as
the initial Managers. ROBERT M. QUINN shall manage the day-today business and
affairs of the Company. The Manager shall have a fiduciary duty to the Members in
managing the Company. Except as otherwise expressly provided in this Agreement, the
Manager shall have full and complete authority, power and discretion to manage and
120963.0001l1353665.1 6
control the business, affairs and properties of the Company, to make all decisions
regarding those matters and to perform any and all other acts or activities customary or
incident to the management of the Company's business. The Manager shall have the
power and authority on behalf of the Company to:
a. Invest and reinvest available funds in investments that, in the
judgment of the Manager, are consistent with the purposes of the Company.
b. Vote or give proxies to vote any stock or other voting security, to
exercise management rights as a general partner or as a manager or member of a
limited liability company, and to enter into or oppose, alone or with others, voting
trusts, mergers, consolidations, foreclosures, liquidations, reorganizations, or other
changes in the financial structure of any business organization or buy-sell
agreements, stock restriction agreements, or stock redemption agreements.
C. Expend Company funds or to borrow as the Manager deems
appropriate; provided, however, that if ROBERT M. QUINN wishes to make any
expenditure or borrowing in excess of TWENTY-FIVE THOUSAND DOLLARS
($25,000), he must first obtain JOHN W. TITCOMB, JR's consent to such
expenditure or borrowing.
d. Collect obligations payable to the Company and take any lawful
means for the recovery thereof by legal process or otherwise, and to execute and
deliver a satisfaction and release therefor, together with the right to compromise
any claim.
e. Lease, sell, exchange, pledge, encumber, or grant an option for the
sale of all or any portion of the Property of the Company upon such terms as the
Manager deems proper.
If. Perform all of the Company's obligations under any agreement
entered into by the Company.
g. Select and retain accountants, attorneys, and other advisers
(including investment advisers and property managers) to provide services for the
Company.
h. Execute, acknowledge, and deliver any and all instruments to
effectuate the foregoing.
i. Take any other action deemed desirable by the Manager to further
the purposes of the Company.
4.2 Major Decisions. The following actions shall be deemed Major Decisions
and shall require the vote of Members owning sixty-five percent (65%) or more of the
Membership Interests: (a)to amend this Agreement as provided for in.Section 17.3; (b)to
120963.0001/1353665.1 7 -
act in contravention of this Agreement; (c)to confess a judgment against the Company;
(d)to file or consent to filing a petition for or against the Company under any federal or
state bankruptcy, insolvency or reorganization act; (e) to possess or assign Property for
other than a Company purpose; (f)to make a non-pro rate distribution or return of capital
to any Member, except as otherwise provided in this Agreement; (g) to remove a Manager;
(h)to admit or expel a Member, or(i) such other events or decisions specifically subject to
the vote of all the Members as provided in this Agreement.
4.3 Time. The Manager will devote to the business of the Company such time
as the Manager, in his, her, or its individual capacity, considers to be reasonable and
prudent.
4.4 Compensation. The Manager shall be entitled to compensation from the
Company for services rendered to the Company as Manager as approved by an
affirmative vote of a Majority Interest. In addition, the Managers shall be reimbursed by
the Company for reasonable out-of-pocket expenses incurred by the Manager in
connection with the Company's business.
4.6 Limitation of Liability. A Manager shall not be liable, responsible, or
accountable in damages or otherwise to the Company, the other Managers, or the
Members for any act or omission by a Manager performed in good faith and in a manner
reasonably believed by such Manager to be: (a)within the scope of authority granted to
the Manager by this Agreement or in accordance with its provisions; and (b) in the best
interest of the Company. A Manager shall be liable for an act or omission that constitutes
fraud, intentional misconduct, bad faith, gross negligence, a knowing violation of law, or
any other act referred to by RCW 25.15.040(1)(a). The liability of any Manager shall be
further limited as set forth in the Act and other applicable law, unless the terms of the
Agreement state otherwise.
4.6 Indemnification. The Company shall indemnify, defend, and hold harmless
its Manager against any liability, loss, damage, cost, or expense incurred by the Manager
on behalf of the Company or in furtherance of the Company's interests; provided that the
Company shall not indemnify and hold harmless the Manager in any of the circumstances
identified above under which the Manager would be liable to the Company. No Member
shall have any personal liability with respect to the satisfaction of any required
indemnification of the Manager.
4.7 Accountability to Company. The Manager must account to the Company
and hold as trustee for it any profit or benefit derived by the Manager without consent of a
majority of disinterested Members from any transaction connected with the conduct or
winding up of the Company. Such accountability required by this Section 4.7 shall not
impede any Manager's rights to engage in independent activities as provided for in
ARTICLE 15.
4.8 Related Party Transactions. The Manager may cause the Company to
obtain products or services from entities controlling, controlled by, or under common
120963.000 U1353665.1 8
-
control with any Manager and to pay such entities reasonable fees for such products and
services, so long as such transactions and relationships are disclosed to the Members in
writing.
4.9 Removal or Resignation. At a meeting called expressly for that purpose,
any Manager may be removed by the affirmative vote of the Members holding a Majority
Interest. The removal or resignation of a Manager who is also a Member shall not affect
the Manager's rights as a Member and shall not constitute a withdrawal of a Member.
4.10 Vacancies or Appointment of Manager. Any vacancy of the Manager
occurring for any reason shall be filled by the consent or vote of the Members holding a
Majority Interest. The appointment of Persons, who are either Members or non-Members,
as successor or additional Managers shall be made by a Majority Interest.
4.11 Right to Rely on a Manager. Any Person dealing with the Company may
rely (without duty of further inquiry) upon a certificate signed by a Manager as to the
identity and authority of any Manager to act on behalf of the Company.
4.12 Banking. All Company funds shall be deposited in its name in such
accounts as the Manager designates. The Manager can authorize other persons to draw
checks on Company bank accounts. Each bank in which a Company account is
maintained is relieved of any responsibility to inquire into the Manager's authority to deal
with such funds, and absolved of all liability with respect to withdrawals from such
Company accounts by any person duly authorized by the Manager.
4.13 Meeting of Managers; Actions By Managers without a Meeting;
Delegation. Any Manager may call a meeting of the Managers for any purpose under the
procedures set forth in Sections 7.4 and 17.1. Any action, which may be taken or is
required by law to be taken at a meeting of the Managers, may be taken without a meeting
of the Managers if: (a) all of the Managers sign written consents specifying the actions
they authorize; and (b) the written consents are delivered to the Company for inclusion in
Company records. Unanimous consent of the Managers shall have the same force and
effect as a meeting vote of the Managers and may be described as such. The consent of
a Manager shall be signified by a written document signed by the Manager. An electronic
copy or a facsimile copy of the consent showing the signature of the Manager shall be
sufficient. At such meeting (or by action taken without a meeting) the Managers may
delegate specific or general duties, rights and obligations to one Manager. The Managers
may sign such consents and/or resolutions in counterpart which shall constitute one and
the same document.
ARTICLE 5 -- MEMBERS; RIGHTS AND DUTIES
5.1 Identification of Members. The names and addresses of the Members are
set forth on attached Schedule F, as amended or restated.
12W63.0001113536651 9 -
5.2 Limitation of Liability. No Member shall be liable for satisfaction of
Company obligations. Each Member's liability shall be limited to the extent provided in
Section 4.5 with the term "Member" read in place of the term "Manager."
5.3 Indemnification. The Company shall indemnify, defend, and hold each
Member harmless from all costs, losses, liabilities, and damages paid or incurred by such
Member, and advance expenses incurred by such Member, in connection with the
business of the Company, to the fullest extent provided or allowed by the Act.
5.4 Member Not Agent of the Company. No Member, other than a Member
acting as a Manager, shall have any powers as a Member to bind the Company in contract
or otherwise, nor will the Company be liable, responsible, or accountable in damages or
otherwise for any action or failure to act by the Member. The Manager is vested with all
management responsibility for the Company.
5.6 Accountability to Company. Every Member shall be accountable to the
Company as provided in Section 4.7 with the term "Member" being read in place of the
term "Manager."
5.6 Inspection of Records. Each Member shall have the right to inspect and to
copy at such Member's expense, the records required to be maintained by the Company
pursuant to Section 11.4. The inspection shall take place after reasonable request to the
Manager and during ordinary business hours. Alternatively, at the request of a Member,
the Manager shall send to the Member copies of any records (such copies to be made at
the Member's sole expense) requested by such Member, within a reasonable period of
time after such request is received by the Manager.
5.7 No Priority and Return of Capital. Except as expressly provided in
ARTICLES 8 or 9, no Member shall have priority over any other Member, either as to the
return of Capital Contributions or as to Net Profits, Net Losses or distributions. This
Section 5.7 shall not apply to loans made by a Member to the Company.
ARTICLE 6—ADMISSION AND EXPULSION OF MEMBERS
6.1 Additional Members. To be admitted as a member, an Assignee must:
(a) obtain the written consent of all the Members, which consent may be withheld by each
Member in his or her sole and absolute discretion; and (b)deliver to the Company a fully
executed New Member Agreement substantially in the form of the attached Schedule C. A
Person holding a valid proxy of a Member may sign a written consent on behalf of the
Member. These requirements apply to all Assignees, including Permitted Transferees.
Any Assignee who is not admitted as a Member shall retain the status of an Assignee as
defined in this Agreement.
6.2 Accounting. No Member shall be entitled to any retroactive allocation of
losses, income, or expense deductions incurred by the Company. At the time an additional
120963.000111353665.1 10
Member is admitted, the Company's books may be closed (as though the Company's tax
year had ended) or pro rata allocations of loss, income, and expense deductions may be
made to the additional Member for that portion of the Company's tax year in which such
Member was admitted in accordance with the provisions of section 706(d) of the Code.
6.3 Expulsion of Member. Any Member may be expelled from the Company
pursuant to Section 17.10 herein. Upon the expulsion of any Member, the Company shall
be required to pay to such Member the Fair Market Value, defined in Section 12.2.a, of
such Member's Membership Interest.
ARTICLE 7-- MEETINGS OF MEMBERS
7.1 Annual Meeting. The annual meeting of the Members shall be held during
the first six (6) months of each calendar year, at such time as shall be determined by the
Manager.
7.2 Special Meetings. A Manager, or Members holding at least an aggregate of
sixty-five percent (65%) of the Membership Interests, may call a Special meeting of the
Members for any purpose.
7.3 Place of Meetings/Telephonic Meetings. The Manager may designate
any place, either within or outside the State of Washington for any meeting of the
Members. If no designation is made, the place of meeting shall be the principal office of
the Company specified in Section 2.3. Members may participate in a meeting by means of
a conference telephone or similar communication equipment through which all persons
participating in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting.
7.4 Notice of Meetings. The Manager or Members calling the meeting shall
give to each Member written notice stating the place, day, and hour of the meeting and, in
the case of a special meeting, the purpose for which the meeting is called. The Manager
or Members shall deliver the notice as provided in Section 17.1 not less than ten (10) nor
more than fifty(50) days before the date of the meeting.
7.5 Record Date. The record date for determining which Members are entitled
to vote or adjourn a meeting of Members shall be the date on which any notice of meeting
is delivered to a Member. The record date for determining which Members are entitled to
take action without a meeting shall be the date the first Member signs a written consent.
7.6 - Quorum. A quorum shall exist if Members owning sixty-five percent (65%)
or more of the Membership Interests are represented in person or by proxy.
7.7 Manner of Acting. If a quorum is present, the vote of Members holding a
Majority Interest represented at the meeting in person or by proxy shall be the act of.the
120963.0001/1353665.1 1
Members, unless the vote of a greater or lesser percentage is required by this Agreement
or the Act.
7.8 Proxies. At all meetings of Members, a Member may vote in person or by
proxy executed in writing by the Member. Such proxy shall be filed with the Manager
before or at the time of the meeting. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy.
7.9 Action by Members Without a Meeting. Any action, which may be taken
or is required by law to be taken at a meeting of Members, may be taken without a
meeting of Members if: (a)all the Members sign written consents specifying the actions
they authorize; and (b) the written consents are delivered to the Company for inclusion in
the minutes or Company records. A Person holding a valid proxy may sign a written
consent on behalf of a Member. When the Company possesses all of the written
consents, action so authorized may be taken. Unanimous consent shall have the same
force and effect as a meeting vote of Members and may be described as such in any
document filed with the Secretary of State of the State of Washington.
7.10 Waiver of Notice. When any notice is required to be given to a Member, a
waiver thereof in writing signed by the Member entitled to such notice or the execution of a
written consent of the Member, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.
ARTICLE 8 --CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
8.1 Initial Capital Contributions. The initial Members shall make the Capital
Contributions as set forth in attached Schedule B.
8.2 Additional Contributions. Each Member shall be required to make such
additional Capital Contributions as shall be determined by the Manager from time to time
to be reasonably necessary to meet the expenses of the Company.
The Manager shall give written notice to each Member of the amount of any
required additional Capital Contribution, and each Member shall pay to the Company such
additional Capital Contribution no later than thirty (30) days following the date such notice
is given. Nothing contained in this Section 8.2 is or shall be deemed to be for the benefit
.of any Person other than the,Members and the Company, and no such Person shall under
any circumstances have any right to compel any actions or payments by the Members.
Should a Member fail or refuse to make required additional Capital Contributions
under this Section 8.2 in a timely manner, the interests of such Member shall automatically
be subjected to a lien in the amount of such delinquent additional Capital Contribution,
plus interest on that amount from the date of payment was to be made at the prime rate of
interest charged by , Washington, plus
percent _%), in favor of the Member or Members who contributed such delinquent
120963.0001l1353665.1 12
additional Capital Contributions in the place of the delinquent Member. Such lien may be
foreclosed by utilization of the purchase option of an offered interest set forth in Section
12.2 of this Agreement and the sales proceeds shall be applied first to the payment of the
amount of the lien and the cost of the purchase with any balance remaining distributed to
the delinquent Member.
8.3 Interest on Capital. No Member shall receive interest on such Member's
Capital Contributions.
8.4 Capital Accounts. The Company shall maintain a capital account for each
Member according to the regulations under section 704 of the Code. A Member's capital
account initially shall be the agreed value of initial capital contributed by the Member as
shown on Schedule B. Each Member's capital account shall thereafter be credited with
the agreed value of any additional contributions made by the Member and the Member's
share of Net Profits excluding Built-In Gains and Built-In Losses. Each Member's capital
account shall be debited with the amount of cash withdrawals by, and distributions to, the
Member and the Member's share of Net Losses excluding Built-In Gains and Built-In
Losses.
If a Member transfers Membership Interests, then the portion of the transferring
Member's capital account attributable to the transferred Membership Interest shall be
added to the transferee's capital account together with any increase appropriate to an
election under section 754 of the Code.
If there is a redemption of a Membership Interest or an additional Capital
Contribution, the Manager may elect to revalue the Company's Property according to the
principles of Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and maintain the capital
accounts consistent with the revaluation.
8.5 Withdrawal or Reduction of Members' Contributions to Capital. No
Member shall be entitled to withdraw or demand the return of any part of such Member's
Capital Contribution, except as specifically provided by ARTICLE 13. Furthermore, a
Member shall not receive out of the Property any part of the Member's Capital Contribution
until all liabilities of the Company, except liabilities to Members on account of their Capital
Contributions, have been paid or there remains Property sufficient to pay them.
ARTICLE 9 --ALLOCATIONS OF NET PROFITS AND NET LOSSES
9.1 Allocations Under Code Section 704(c). Built-In Gains and Built-In
Losses shall be allocated to the contributing Member according to the principles of
section 704(c) of the Code. If a Member transfers all or part of the Member's Interest, then
a ratable portion of the Built-in Gains or Built-in Losses otherwise allocable to the Member
shall be allocated to the Transferee of the Membership Interest.
12M63-0WH1353665.1 13
9.2 Allocation of Net Profits and Net Losses. The Company's Net Profits and
Net Losses remaining after the allocations required by Section 9.1 shall be allocated
proportionately among the Members according to their respective Membership Interests.
No Member has priority over any other Member as to the Net Profits and Net Losses of the
Company.
9.3 Transfer or Death. In the event of a Transfer of a Membership Interest, a
Member's death, or the expulsion of a Member, Net Profits and Net Losses shall be
allocated based on the number of days in the particular year during which each Member
owned such Member's Membership Interest, or on any other reasonable basis consistent
with applicable federal tax laws and regulations.
9.4 Authority to Vary Allocations. The Manager has the authority to vary
allocations to the extent necessary to comply with federal income tax laws.
ARTICLE 10 --DISTRIBUTIONS
10.1 Distributions. The Company shall make distributions to the Manager or
Members only as provided in this Article and as provided in ARTICLE 14 upon liquidation
of the Company. The Manager shall make any and all distributions to the Members and
Assignees in proportion to their respective percentage interests in the Company and
based on each Member's and Assignee's Capital Account. In determining the timing and
amounts of distributions under this Article, the Manager is constrained by the duty to
promote the purpose and best interest of the Company.
10.2 Cash Distributions. The Manager shall distribute to the Members in
proportion to their respective Membership Interests the Distributable Cash on hand at the
end of each calendar year. Distributable Cash includes only cash remaining after the
Manager has set aside reasonable reserves of cash for working capital, expected
expenditures, current and reasonably expected investment opportunities and foreseen
debt service and contingencies. Cash derived from Member contributions, borrowed funds
and from sale of Company Property shall not be considered Distributable Cash. If the
Manager determines that the Distributable Cash to be distributed to the Members will be
insufficient to enable the Members to pay income taxes attributable to their respective
interests in the Company, the Manager may distribute an amount reasonably necessary
(as determined by the Manager) to cover any federal, state, and local taxes on the
Members' allocable share of taxable Company profits.
10.3 In Kind Distributions. The Manager shall not distribute any Property in
kind except upon liquidation of the Company.
10.4 Withholding; Amounts Withheld Treated as Distributions. The Manager
is authorized to withhold from distributions, or with respect to allocations or payments to
Members, and to pay over to the appropriate federal, state,.or local governmental authority
any amounts required to be withheld pursuant to the Code or provisions of applicable state
12M63.000111353665.1 1
or local law. All amounts withheld pursuant to the preceding sentence in connection with
any distribution shall be treated as amounts distributed to such Member pursuant to this
ARTICLE 10 for all purposes of this Agreement.
10.5 Limitation Upon Distributions. The Manager shall not make any
distributions unless, after the distribution is made, the assets of the Company are in
excess of all liabilities of the Company, excluding liabilities to Members on account of their
contributions.
ARTICLE 11 --ACCOUNTING, BOOKS,AND RECORDS
11.1 Fiscal Year End. The fiscal year end of the Company shall be
December 31.
11.2 Accounting Principles. The Manager shall keep the Company's books
and records and prepare its income tax returns in accordance with consistently applied
accounting principles that the Manager determines is in the best interest of the Company
and its Members.
11.3 Loans to Company. Members may make secured or unsecured loans to
the Company, with ten (10) days advance written notice to the Manager and other
Member(s).
11.4 Records and Reports. The Manager shall maintain, at the Company's
principal place of business, records and accounts of all financial activities, operations, and
transactions of the Company. The records and accounts may be maintained in other than
written form if such form is capable of conversion into written form within a reasonable
time. The records shall include: (a) names and address of each Member and Manager,
both past and present; (b) a copy of the Certificate of Formation and all amendments
thereto; (c) copies of all tax returns and reports, if any, for the three (3) most recent years;
(d)the amount of cash and a description of the agreed value of the other property or
services contributed by each Member (including that Member's predecessors in interest),
and which each Member has agreed to contribute; (e)a copy of all the Company's LLC
Agreements and amendments thereto; (f) any financial statements of the Company for the
three (3) most recent years; and (g) minutes of every meeting of the Members and any
written consents from Members for actions taken without a meeting. The Manager shall
deliver to the Secretary of State for filing annual reports, which set forth information as
required by the Act.
11.5 Tax Matters Manager. ROBERT M. QUINN shall serve as Tax Matters
Manager, as defined in section 6231(a)(7) of the Code. The Tax Matters Manager may
resign upon written notice to all other Members mailed by certified mail no later than thirty
(30) days preceding the effective date of such resignation. The Members may remove a
Tax Matters Manager and may elect a new Tax Matters Manager by affirmative vote of a
Majority Interest. The Company shall indemnify and reimburse the Tax Matters Manager
12W63.000111353665.1 15
for expenses including legal and accounting fees, claims, liabilities, losses, and damages
incurred in connection with any administrative or judicial proceeding with respect to the tax
liability of the Members attributable to the Company.
11.6 Returns. The Manager shall cause the preparation and timely filing of all tax
and information returns required to be filed by the Company pursuant to the Code and all
other tax and information returns deemed necessary and required in each jurisdiction in
which the Company does business. The Manager shall furnish copies of such returns to
the Members within a reasonable time after the end of the Company's fiscal year.
11.7 Tax Elections. No election shall be made to exclude the Company from the
application of the provisions of subchapter K of the Code or from any similar provisions of
state tax laws. If a Membership Interest is transferred, a Member dies, or any Property is
distributed to a Member, the Manager shall, upon the written request of any Member, elect
to cause the basis of the Property to be adjusted for federal income tax purposes under
sections 734, 743, and 754 of the Code.
ARTICLE 12--TRANSFERABILITY
12.1 Transfer of Membership Interest. A Member may not Transfer all or any
part of the Member's Membership.
12.2 Exception for Permitted Transferees. Notwithstanding Section 12.1, a
Member may Transfer a Membership Interest to or for the benefit of an existing Member or
a Permitted Transferee without the necessity of offering to sell the Interest to the Company
or the other Members. The Permitted Transferee may become a Member by complying
with Section 6.1.
12.3 Exception for Transfers From Guardianships and Custodianships. Any
Membership Interest which is held by a guardian or custodian for a minor under the laws
of Washington or any other state shall be fully transferable and assignment to the minor
when he or she reaches the age of termination of such guardianship or custodianship for
such minor under the applicable statute without the necessity of offering to sell the
Membership Interest to the Company or the other Members. The minor may become a
Member by complying with Section 6.1.
12.4 Unauthorized Transfers. Any Transfer which does not conform to this
ARTICLE 12 shall be null and void, provided further that, in the event of an unauthorized
Transfer, the Manager shall be deemed to have received delivery of the Offering Notice on
the date any Manager receives actual notice and may issue, on behalf of the Transferring
Member, the Offering Notice to sell the Offered Interest to the other Members and the
Company as provided by Section 12.2.
12.5 Transfers at Death. In the case of a Transfer by reason of the death of a
Member or from the estate or a trust of a deceased Member, the personal or other legal
representative of the decedent may, if the estate of the deceased Member is obligated to
12W63.0001l1353665.1 16
file an estate tax return, elect to defer giving notice of the Transfer until the estate receives
an estate tax closing letter from the Internal Revenue Service, provided that the personal
representative does not attempt to Transfer the decedent's Membership Interest prior to
that time. The obligation of the decedent's representative to issue an Offering Notice shall
arise when the legal representative decides to Transfer the property but in no event later
than the date the estate tax closing letter is received.
ARTICLE 13 -- MEMBERS WITHDRAWAL RIGHT
No Member may withdraw from the Company prior to expiration of the term
described in Section 2.5 without the consent of all of the other Members.
ARTICLE 14-- DISSOLUTION AND TERMINATION
14.1 Dissolution. The Company shall be dissolved upon the unanimous written
consent of the Members. The Company shall continue despite an Event of Dissociation of
a Member. Upon the occurrence of an Event of Dissociation of a Member (including a
Member who is also a Manager), the dissociating Member (or such Member's Assignee)
shall have the rights of an Assignee pursuant to RCW 25.15.130. No Member shall have
the right to dissolve or terminate the Company for any reason other than as set forth above
and each Member hereby waives any other rights that Member may have to dissolve or
terminate the Company. Upon an Event of Dissociation of a Manager, the Company shall
continue and the Members shall appoint a new Manager pursuant to Section 4.10 (absent
the unanimous consent of the Members to dissolve the Company).
14.2 Distribution Upon Termination. In the event the Company is dissolved
pursuant to Section 14.1, the Company affairs shall be wound up as expeditiously as
possible, the Property sold or distributed, and the Company terminated. Any Member may
be a purchaser of any or all of the assets. The Members shall share Net Profits and Net
Losses during liquidation in accordance with their interests in the Company. The proceeds
from liquidation of Company assets shall be applied in the following order of priority:
a. To debts, liabilities, and expenses of the Company, owing to creditors,
including Members and Managers who are creditors, to the extent otherwise
permitted by law;
b. To Managers and Members in the manner provided in Section 10.2.
14.3 Allocation of Gains.and Losses Upon Termination. Any gains or losses
upon disposition of the Property shall be allocated among the Manager and Members in
the manner provided in ARTICLE 9.
14.4 Certificate of Cancellation. When all debts, liabilities, and obligations have
been paid and discharged or adequate provisions have been made therefor and all of the
remaining property and assets have been distributed to the Members, the Manager shall
1"63.00011353665.1 1
I
file a certificate of cancellation. Upon filing the certificate of cancellation, the existence of
the Company shall cease, except as otherwise provided in the Act.
14.5 Return of Contribution Nonrecourse to Other Members. Except as
provided by law or as expressly provided in this Agreement, upon dissolution each
Member shall look solely to the assets of the Company for the return of its Capital
Contribution. If the property remaining after the payment or discharge of liabilities of the
Company is insufficient to return the contributions of Members, no Member shall have
recourse against any other Member.
14.6 Winding-Up. The winding up of the Company affairs and the liquidation and
distribution of its assets shall be conducted by the Manager, who is hereby authorized to
do any and all acts and things authorized by law in order to effect such liquidation and
distribution of the Company's assets.
ARTICLE 15 -- INDEPENDENT ACTIVITIES OF MANAGER AND MEMBERS
Any Manager or Member may engage in or possess an interest in other business
ventures of every nature and description, independently or with others, including but not
limited to, the ownership, financing, management, employment by, lending to, or otherwise
participating in businesses which are similar to the business of the Company, and neither
the Company nor the Manager or Members shall have any right by virtue of this
Agreement in and to such independent ventures or to the income or profits therefrom.
ARTICLE 16 -- POWER OF ATTORNEY
16.1 General. Each Member names the Manager as the Member's
attorney-in-fact, and gives the Manager full power and authority in the place of the Member
to undertake the limited actions set forth in this Section 16.1. After the Manager
establishes his authority to act pursuant to ARTICLE 4, and after giving at least twenty (20)
days prior written notice to the Members of such contemplated action, the Manager may
sign, file, and record, on behalf of all the Members, any document necessary to
accomplish or complete the authorized acts or activities. Such documents include, but are
not limited to, those which: (a) relate to the refinancing of the Company's Property;
(b)amend the Certificate of Formation; (c) are required by any state in which the Company
is doing business; (d) are deemed advisable by the Manager; (e)are required to continue
the Company, admit additional or substituted Members, or dissolve or terminate the
Company or any interest in it; (f) are required to obtain or settle any loan; and (g)are
required to Transfer any Property.
16.2 Power With an Interest. The power of attorney granted under this
ARTICLE 16: (a) is a power coupled with an interest; (b) is .a durable power of attorney
and survives the Member's Incompetence; (c) may be exercised by the Manager by a
facsimile signature or by listing all of the Members executing the instrument with the
120963-0001/1353665.1 18
signature of the Managers as the attomey-in-fact for all of them; and (d) survives the
assignment of the Member's interest, and empowers the Manager to act to the same
extent for such successor Member.
ARTICLE 17-- MISCELLANEOUS PROVISIONS
17.1 Notices. Any notice, demand, or communication required or permitted
under this Agreement shall be deemed to have been duly given if delivered personally to
the party to whom directed or, if by facsimile, if followed with a contemporaneous
telephone call to confirm the presence of the individual to whom the facsimile is addressed
and if the individual sending the facsimile keeps the receipt, or, if mailed by registered or
certified mail, postage and charges prepaid, addressed: (a) if to a Member or Manager, to
the Member's or Manager's address specified on attached Schedule F; and (b) if to the
Company, to the address specified in Section 2.3. Any such notice shall be deemed to be
given when personally delivered or, if mailed, three (3) business days after the date of
mailing. A Member, the Company, or the Manager may change its address for the
purposes of notices hereunder by giving notice to the others specifying such changed
address in the manner specified in this Section 17.1.
17.2 Waivers. The failure of any Person to seek redress for violation of or to
insist upon,the strict performance of any covenant or condition of this Agreement shall not
prevent a subsequent act, which would have originally constituted a violation, from having
the effect of an original violation.
17.3 Amendments. This Agreement may be amended only with the unanimous
consent of the Members.
17.4 Waiver of Right of Partition. The Members hereby irrevocably waive any
and all right that each may have to maintain any action for partition with respect to the
Property, which is now held by the Company or is hereafter acquired, or to compel any
sale thereof under any law now existing or hereinafter enacted.
17.5 Rights and Remedies. The rights and remedies provided by this
Agreement are cumulative and the use of any one right or remedy shall not preclude or
waive the right to use any or all other remedies. These rights and remedies are given in
addition to any other rights, other than the right of partition, the parties may have by law,
statute, ordinance or otherwise.
17.6 Severability. If any provision of this Agreement or the application thereof to
any Person or circumstance shall be invalid, illegal, or unenforceable to any extent, the
remainder of this Agreement and the application thereof shall not be affected and shall be
enforceable to the fullest extent permitted by law.
17.7 Heirs, Successors and Assigns. Each of the covenants, terms,
provisions, and agreements herein contained shall be binding upon and inure to the
12M63.000 1113 53 665.1 19
benefit of the parties hereto and, to the extent permitted by this Agreement, their
respective heirs, legal representatives, successors, and assigns.
17.8 Creditors. None of the provisions of this Agreement shall be for the benefit
of or enforceable by any creditors of the Company.
17.9 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same
instrument.
17.10 Dispute Resolution. All claims, controversies, disputes, and other matters
in question arising out of or relating to: (a) this Agreement, or (b) any breach of this
Agreement (collectively, the °Claims") shall, in the first instance, be the subject of a non-
binding mediation before a mediator to be agreed to by the parties. All demands for
mediation shall be made in writing pursuant to the notice provisions of Section 17.1. If no
mediation has occurred within thirty (30) business days of a demand for mediation, or if
within five (5) business days after a mediation the parties have not succeeded in
negotiating a resolution, the claims shall be decided by mandatory, binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration Association
(the"AAA") before a single arbitrator. Discovery shall be allowed only by permission of the
arbitrator. The venue of the arbitration shall be Seattle, Washington. Within thirty (30)
days after demand for arbitration has been filed with the AAA, the parties shall select the
arbitrator by mutual agreement. If no arbitrator has been selected by agreement within
that time period, the AAA shall appoint the arbitrator, subject to any qualifications for the
arbitrator to which the parties may have agreed in writing.
a All claims must be submitted to arbitration within three (3) months
after the conclusion of mediation or after mediation has failed. Claims shall be
completely barred if arbitration thereof is not initiated in compliance with the AAA
Commercial Arbitration Rules within that time. The award rendered by the
arbitrator shall be final, and judgment upon the award may be entered in any court
having jurisdiction. The arbitrator may not award punitive damages.
b. The foregoing notwithstanding, any party to this Agreement may
request a court of competent jurisdiction to issue such temporary orders as may be
necessary or appropriate to prevent irreparable harm. No such application to a
court shall be deemed a waiver of the party's right to arbitrate.
C. Further, notwithstanding the provisions of this Section 17.10, upon
the purchase of any Membership Interests of a Member by the Company or other
Member(s) pursuant to this Agreement, if payment of any portion of the Purchase
Price for such Membership Interest is deferred, the Transferring Member or his or
her successors may exercise any and all rights and remedies available under law
or under any pledge agreement or security agreement entered into.by the parties to
secure payment of such obligations with respect to any collateral or security,
including but not limited to offset, self-help, sale or other disposition of collateral,
120963.0001l1353665.1 20
attachment; injunction, appointment of a receiver, judicial foreclosure or foreclosure
by power of sale. No exercise of any such rights and remedies by the Selling
Member or his or her successors shall be deemed a waiver of the party's right to
arbitrate.
d. In the event that the Members are in disagreement over use of the
Property or rights and obligations under this Agreement, the Arbitrator may use
remedies such as: (i) charging fees to the Member in violation of this Agreement; (ii)
expelling a Member; or (iii) such other remedies as the Arbitrator deems
appropriate, in his or her sole discretion.
17.11 Attorneys' Fees. In the event of a dispute between the Manager and
Members, or the Members arising out of this Agreement, which is arbitrated or litigated, the
non-prevailing party shall pay the reasonable costs and attorneys' fees of the prevailing
party, including the reasonable costs and attorneys' fees incurred in the appeal of any final
or interlocutory judgment.
17.12 Reasonableness. Whenever the consent or approval of a Member is
required under this Agreement, the same shall be given in a timely manner and shall not
be unreasonably withheld.
17.13 Investment Representations. The Membership Interests have not been
registered under the Securities Act of 1933, the Securities Act of Washington or any other
state securities laws (collectively, the "Securities Acts") because the Company is issuing
the Membership Interests in reliance upon the exemptions from the registration
requirements of the Securities Acts, and the Company is relying upon the fact that the
Membership Interests are to be held by each Member for investment.
Accordingly, each Member hereby confirms that they acquired the Membership
Interests for such Member's own account and not with a view to the resale or distribution
thereof. Each Member acknowledges that the.Membership Interests may not be offered or
sold to anyone unless there is an effective registration or other qualification relating thereto
under all applicable Securities Acts or unless such Member delivers to the Company an
opinion of counsel, satisfactory to the Company, that such registration or other qualification
is not required. The Members understand that the Company is under no obligation to
register the Membership Interests or to assist any Member in complying with any
exemption from registration under the Securities Acts.
120963.0001l1353665.1 21
Executed by the undersigned Members as of the date first written above.
JOHN W TITCOMB GRANDCHILDREN&
TRUST
11
Byt—L�
(/b0
N W. TI OM , JR., Trustee
JOHN W TITCOMB MARITAL TRUST,
u/a/d October 7, 1980
By 'k'of ".a' a'6��j
JQJAI W. TI COMB, JR., Trustee
DECLARATION OF TRUST OF DIANA C.
TITCOMB, u/a/d October 7, 1980
By l (OLk%,)
J H W. TITCOMB, JR., Trustee
By
� /V/ �V—"
R BERT M. QUINN
By .
LIN A E. QUINN
120963.0001l1353665.1 22
-
STATE OF WASHINGTON )
) ss.
COUNTY OF ,'vt )
I certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR.
trustee of the JOHN W. TITCOMB GRANDCHILDRENS' TRUST, u/a/d August 31, 1993
is the person who appeared before me, and said person acknowledged that he signed
this instrument as his free and voluntary act for the uses and purposes mentioned in this
instrument.
DATED: l` v2 9/00I
Print Name:
��r NOTARY PUBLIC for the Stet;--of
PN �/V 1�i> Washington, re iding at
'0
My appointment expires:
1\\
STATE OF WASHINGTON
) ss.
COUNTY OF r` )
I certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR.
trustee of the JOHN W. TITCOMB MARITAL TRUST, is the person who appeared
before me, and said person acknowledged that he signed this instrument as his free
and voluntary act for the uses and purposes mentioned in t is instrument.
DATED: l Loq �(1iw
Print Name: �vs44& / `it
+ , NOTARY PUBLIC for the ate of
�OSAN/j- 'jt, n Washing , re0ding at
s =0 �oTA,p
My appointment ex Tres-
j
l2W63.000111353665.1 23 -
STATE OF WASHINGTON )
ss.
COUNTY OF / )
certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR.,
trustee of the DECLARATION OF TRUST OF DIANA C. TITCOMB, u/a/d October 7,
1980 is the person who appeared before me, and said person acknowledged that she
signed this instrument as her free and voluntary act for the uses and purposes
mentioned in this instrument.
DATED: Z61
ti�� Print Name: 6—VS''41� '
�SAN h7ti r � NOTARY PUBLIC for the Stat of
Cr ,.���������u,,, i Washington, resi -ing at
_- `g5101V F 4ttC r
V4
,�J rmi
v
CA
My appointment
expires: �y
9�'y1t6 29_Oc -i-AO
120963.0001l1353665.1 - 24
STATE OF 0 PL )
ss.
County of �(6' )
This instrument was acknowledged before me on �Jl'�(G'tG' 1jP0 7 by
ROBERT M. QUINN.
OFFICIAL SEAL
RYANNE M MAC KENZIE J
NOTARY PUBLIC-OREGON Nota Public for `
COMMISSION NO.403540 My commission expires:
[m5ycomMISSION EXPIRES MARCH 13,2010
STATE OF 01- 1 )
) SS.
County of I'l , ,tdyan
This instrument was acknowledged before me on /'LQCtr doo-7 by
LINDA E. QUINN.
1
OFFICIAL SEAL a
RYANNE M MAC KENZIE NotarVPublic for D 1oi` NOTARY PUBLIC-OREGON My C mmission expires:j-rf/ f
COMMISSION NO.403540
MY COMMISSION EXPIRES MARCH 13,2010
120963.000111353665.1 25
MANAGERS'CONSENT
The undersigned, ROBERT M. QUINN and JOHN W. TITCOMB, JR. hereby agree
to act as Managers of the Company subject to the terms and conditions of this Agreement.
. J
ROBERT M. QUINN J�p W TITCOMB, JR.
STATE OF JAL.! )
SS.
County of m th Uy)
This instrument was acknowledged before me on V bruaq/r by
ROBERT M. QUINN.
OFFICIAL SEAL
RYANNE M MAC KENZIE
NOTARY PUBLIC-OREGON
COMMISSION NO.403540 Nota Public for 01�
MY COMMISSION EXPIRES MARCH 13,2010 My C mmission expires: J//� � f 3 0741
STATE OF WASHINGTON )
) SS.
COUNTY OF �� M )
I certify that I know or have satisfactory evidence that JOHN W. TITCOMB, JR. is
the person who appeared before me, and said person acknowledged that JOHN W.
TITCOMB, JR. signed this instrument and acknowledged it to be his free and voluntary
act for the uses and purposes mentioned in this instrument.
DATED:
T— A-r
Print Name: j" '( h
ll NOTARY PUBLIC for the Sta a of
c)SAN 4- r�� Washingto res' ing at
,,
"'p7A�+Ape'
My appointment ex it s:
2 ;A %s�2g�p9 OVA S
120963.000111353665.1 26
SCHEDULE A
LEGAL DESCRIPTIONS OF PROPERTIES TO BE TRANSFERRED
Description Income Tax Gross FMV Liabilities Net FMV
Basis
JOHN W. TITCOMB $6,984,000.00 $0.00 $6,984,000.00
GRANDCHILDREN&
TRUST
A 49.6728% Interest in
D & J Titcomb LP
DECLARATION OF $2,908,000.00 $0.00 $2,908,000.00
TRUST OF JOHN W.
TITCOMB
A 20.6828% Interest in
D & J Titcomb LP
DECLARATION OF $2,908,000.00 $0.00 $2,908,000.00
TRUST OF DIANA C.
TITCOMB
A 20.6828% Interest in
D & J Titcomb LP
ROBERT M. QUINN $630,000.00 $0.00 $630,000.00
A 4.4808% Interest in
D & J Titcomb LP
LINDA E. QUINN $630,000.00 $0.00 $630,000.00
A 4.4808% Interest in
D &J Titcomb LP
120963.0001l1353665.1
Amended&
Restated on next SCHEDULE 6
page below. CAPITAL CONTRIBUTIONS
Member Property Agreed Value of Membership
Contributed Contribution Interest
John W. Titcomb A49.6728% Interest $6,984,000.00 49.6728
Grandchildrens' in D& J Titcomb LP
Trust
Declaration of Trust A 20.6828% Interest $2,908,000.00 20.6828
of John W Titcomb in D &J Titcomb LP
Declaration of Trust A20.6828% Interest $2,908,000.00 20.6828
of Diana C. Titcomb in D & J Titcomb LP
Robert M. Quinn A4.4808% Interest $630,000.00 4.4808
in D &J Titcomb LP
Linda E. Quinn A4.4808% Interest $630,000.00 4.4808
in D &J Titcomb LP
120963.000 1/13 53665.1
AMENDED AND RESTATED
SCHEDULE B
CAPITAL CONTRIBUTIONS
Member Property Membership
Contributed Interest
John W. Titcomb A 49.50% Interest in 49.50
Grandchildrens' D & J Titcomb LP
Trust
Declaration of Trust A20.75% Interest in 20.75
of John W. Titcomb D & J Titcomb LP
Declaration of Trust A 20.75% Interest in 20.75
of Diana C. Titcomb D & J Titcomb LP
Robert M. Quinn A4.50% Interest in 4.50
D &J Titcomb LP
Linda E. Quinn A4.50% Interest in 4.50
D & J Titcomb LP
120963.000111353665.1
SCHEDULE B
REVISED SCHEDULE OF
MEMBERS AND MEMBERSHIP INTERESTS
John W. Titcomb Grandchildren's Trust 49.50%
John W. Titcomb Marital Trust 20.75%
Declaration of Trust of Diana C. Titcomb 20.75%
Robert M. Quinn 4.50%
Linda E. Quinn 4.50%
Dated:
Jo W. Ti comb, Jr., Manager
L
1-f-1 ( 2=
Robert M. Quinn
120963.0001/1353665.1
SCHEDULE C
NEW MEMBER AGREEMENT
This Agreement is made and entered into this day of , 20 , by and
between ROBERT M. QUINN (the "Manager") acting on behalf of TQ PROPERTIES LLC,
a Washington limited liability company (the "Company'), and the person whose signature
appears below("New Member").
A. Admission. The New Member is hereby admitted to the Company as a
[Member/Manager/Member and Manager] and shall have all the rights and be subject to
all the obligations of [Member/Manager/Member and Manager] under the Limited Liability
Company Agreement of TQ PROPERTIES LLC dated and effective as of December 31,
2004 [and as amended on . 20_J (the "Agreement").
B. Agreement to Be Bound by Agreement. The New Member acknowledges
receipt of a copy of the Agreement. The New Member agrees to be bound by all the terms
and conditions of the Agreement and agrees that all interest in the Company now owned
and hereafter acquired shall be subject to the Agreement.
C. Capital Contribution. The New Member shall make a contribution to
capital (if any) as shown on an amendment to Schedule B to the Agreement to the extent
applicable.
D. Counterparts. This Agreement may be executed in multiple counterparts.
This Agreement is executed as of the date first written above.
Manager New Member
By By EXHIBIT
120963.0001/1353665.1
STATE OF WASHINGTON)
ss.
COUNTY OF C►` )
I certify that I know or have satisfactory evidence that �;�, u��s the
person who appeared before me, and said person acknowledged that he/she signed
this instrument and acknowledged it to be his/her free and voluntary act for the uses
and purposes mentioned in this instrument.
DATED:
[Notary Signature]
�0r4+4 � � [Type or Print Name of Not ry]
SION
�
• y= NOTARY PUBLIC for the State of
a % ZS`,C' Washin t n re Idin
at
OP My appointment expires: �3
�{ D"'L
STATE OF WA6HH )
COUNTY OF Nlu ) )SS.
certify that I know or have satisfactoryevidence that 0bE V1.
�'��
Is the person
who appeared before me, and said person acknowledged that he/she signed this
instrument and acknowledged it to be his/her free and voluntary act for the uses and
purposes mentioned in this instrument.
DATED:_ �''I(Gt;l�
[Notary Signature]
OFFICIAL SEAL
RYANNE M MAC KENZIE
NOTARY PUBLIC-OREGON
COMMISSION NO.403540 4TYpe Or Print Name Of Notary]
MY COMMISSION EXPIRES MARCH 13,2010
I?WL NOTARY PUBLIC for the Stale of
b re j o vL lAbsk►iagten, residing at V 10/ Ne- b)-
My appointment expires: I 4j p/
120963.000111353665.1
SCHEDULE D
SPOUSAL CONSENTS
The Undersigned, being the spouse of a Member of the TQ PROPERTIES, LLC
(the "Company"), hereby acknowledge that I have read the foregoing Agreement and
understand its contents, including those provisions that allow the Company and other
members to purchase any interest that I may have or acquire by any means at such
time as I cease to be married to a Member. In accordance with the Agreement, I hereby
agree on behalf of myself and all my successors in interest that the Agreement shall
bind my community property interest, if any, in any Membership Interest therein that is
at any time registered on the books of the Company in the name of my spouse. In
addition to the above, I hereby consent to: (1) the execution of all documents relating to
the Company business or property by my spouse, without the necessity of obtaining my
signature; and (2) the grant of a power of attorney in my spouse for the sole and
exclusive purpose of dealing with my respective Membership Interest and the Property.
I acknowledge that I have been advised to seek separate counsel in the execution of
this consent.
Date EXHIBIT
120963.0001/1353665.1
SCHEDULE E
ADDRESSES
(Revised January 2007)
MEMBER ADDRESS
John W. Titcomb Grandchildrens' John W. Titcomb, Jr., Trustee
Trust c/o Fiduciary Counseling, Inc.
Tacoma Financial Center
P. O. Box 1278
Suite 1500
Tacoma, WA 98401-1278
John W. Titcomb Marital Trust John W. Titcomb, Jr., Trustee
c/o Fiduciary Counseling, Inc.
Tacoma Financial Center
P. O. Box 1278
Suite 1500
Tacoma, WA 98401-1278
Declaration of Trust of Diana C. Diana C. Titcomb, Trustee
Titcomb 925 State Route 105
Aberdeen, WA 98520
Robert M. Quinn Robert M. Quinn
1249 Tapadera Avenue
Ontario, OR 97914
Linda E. Quinn Linda E. Quinn
1249 Tapadera Avenue
Ontario, OR 97914
120963.0001/1353665.1