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Exhibit 3.48
PJC HAVERHILL REALTY LLC
LIMITED LIABILITY COMPANY AGREEMENT
Dated as of January 8, 2002
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LIMITED LIABILITY COMPANY AGREEMENT
OF
PJC HAVERHILL REALTY LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC HAVERHILL REALTY LLC, dated
as of January 8, 2002, entered into by PJC SPECIAL REALTY HOLDINGS, INC., a
Delaware corporation with its principal office at 50 Service Avenue, Warwick,
Rhode Island 02886 ("PJC SPECIAL"), as the sole Member and Manager of PJC
HAVERHILL REALTY LLC (the "COMPANY"),
W1TNESSETH THAT:
WHEREAS, the Company shall be formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act, 6 Del. C. Sections
18-101 ET SEQ. (as from time to time amended and including any successor statute
of similar import, the "ACT") as of and by the filing of a Certificate of
Formation (the "CERTIFICATE") in the office of the Secretary of State of
Delaware; and
WHEREAS, PJC Special wishes to set out its rights, obligations and duties
as the sole Member and Manager with respect to the Company and its business,
management and operations;
NOW, THEREFORE, the sole Member hereby constitutes a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Agreement shall have the meanings set forth
below or in the section of this Agreement referred to below:
"ACT" shall have the meaning set forth in the recitals to this Agreement.
"AFFILIATE" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any partner in such partnership; (ii) any
other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in preceding
clause (i); and (iii) any other Person who is an officer, director, trustee or
employee of, or partner in, such Person or any Person referred to in the
preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such term shall not
include within its meaning the Company itself or a Subsidiary of the Company.
"AGREEMENT" shall mean this Limited Liability Company Agreement, including
all schedules and exhibits hereto, as it and they may be amended, restated or
supplemented from time to time as herein provided.
"AVAILABLE CASH" shall mean the excess of (i) the cash and short term
investments of the
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Company over (ii) any reserves established from time to time in accordance with
SECTION 4.3.
"CERTIFICATE" shall mean the Certificate of Formation of Limited Liability
Company of the Company as provided for pursuant to the Act, as originally filed
with the office of the Secretary of State of Delaware, as amended and restated
from time to time as herein provided.
"CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any subsequent Federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.
"COMPANY" shall mean the limited liability company hereby established in
accordance with this Agreement, as such limited liability company may from time
to time be constituted.
"COMPANY INTEREST" shall mean the interest of the sole Member in the
Company, as expressed on Schedule A opposite such Member's name.
"ENTITY" shall mean any general partnership, limited partnership,
corporation, joint venture, trust, limited liability company, business trust,
cooperative, association, or governmental unit.
"FISCAL YEAR" shall mean the fiscal year of the Company and shall be the
same as the taxable year of its sole Member. Each Fiscal Year shall commence on
the day immediately following the last day of the immediately preceding Fiscal
Year.
"LIQUIDATING TRANSACTION" shall have the meaning set forth in SECTION 6.2.
"MANAGER" shall mean PJC Special.
"MEMBER" shall mean PJC Special.
"PARENT" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Subsidiaries, twenty percent (20%)
or more of the voting or beneficial interest in, or otherwise has the right or
power (whether by contract, through ownership of securities or otherwise) to
control, such Person.
"PERSON" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.
"SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
twenty percent (20%) or more of the voting or beneficial interest; or (ii) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).
"TREASURY REGULATIONS" shall mean the Federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Treasury Regulations may be amended from time to time (it being understood
that all references herein to specific sections of the Treasury Regulations
shall be deemed also to refer to any corresponding
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provisions of succeeding Treasury Regulations).
ARTICLE 2
FORMATION OF LIMITED LIABILITY COMPANY
2.1 FORMATION. The Company is hereby formed as a limited liability
company under and pursuant to the Act.
2.2 COMPANY NAME. The name of the Company shall be "PJC Haverhill
Realty LLC". The business of the Company shall be conducted under such name or
such other names as may from time to time be established by the Manager.
2.3 THE CERTIFICATE, ETC. The filing of the Certificate with the
Secretary of State of Delaware by the Manager is hereby ratified and confirmed
by the sole Member. The Manager hereby agrees to cause to be executed, filed and
recorded all such other certificates and documents, including amendments to the
Certificate, and to cause to be done such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of a limited liability company, the ownership of property, and the
conduct of business under the laws of the State of Delaware and any other
jurisdiction in which the Company may own property or conduct business.
2.4 PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.
The principal business office of the Company shall be located at 50 Service
Avenue, Warwick, Rhode Island 02886, or at such other location as may hereafter
be designated by the Manager. The registered office of the Company shall be 2711
Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The
registered agent for service of process on the Company shall be Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware 19808. The principal business office, the registered office and
the registered agent of the Company may be changed from time to time by the
Manager and in accordance with the then applicable provisions of the Act and any
other applicable laws.
2.5 TERM OF COMPANY. The term of the Company shall commence on the date
of the initial filing of the Certificate with the office of the Secretary of
State of Delaware and shall continue until dissolved pursuant to the provisions
of SECTION 8.1.
2.6 PURPOSES. The purposes of the Company are to engage in any lawful
business that may be engaged in by a limited 1iability company organized under
the Act. In addition, and not in limitation of the foregoing, the Company shall
have the following purposes: (i) to acquire, hold, own, operate, maintain,
improve, expand, sell, pledge, mortgage, develop, lease, manage, subdivide,
exchange or otherwise dispose of real and personal property of every kind and
description and interests in Entities which own (directly or indirectly) real
and personal property, and (ii) to acquire, hold, own, manage, sell, exchange or
otherwise dispose of investments of every kind and description and interests in
Entities which own (directly and indirectly) interests in businesses or ventures
of every kind.
2.7 POWERS. In furtherance of its purposes, but subject to all of the
provisions of this
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Agreement, the Company shall have the power and is hereby authorized to:
(a) acquire by purchase, lease, contribution of property or
otherwise and own, hold, sell, convey, transfer or dispose of real or
personal property or securities or other interests in Entities which own or
hold, directly or indirectly, real property or interests in businesses or
ventures which may be necessary, convenient or incidental to the
accomplishment of the purposes of the Company;
(b) operate, purchase, maintain, finance, improve, expand, own,
sell, convey, assign, mortgage, lease or demolish or otherwise dispose of
real or personal property or securities or other interests in Entities
which own or hold, directly or indirectly, real property or interests in
businesses or ventures which may be necessary, convenient or incidental to
the accomplishment of the purposes of the Company;
(c) borrow money and issue evidences of indebtedness in
furtherance of any or all of the purposes of the Company, and secure the
same by mortgage, pledge or other lien on the assets of the Company;
(d) invest any funds of the Company pending distribution or
payment of the same pursuant to the provisions of this Agreement;
(e) prepay in whole or in part, refinance, recast, increase,
modify or extend any indebtedness of the Company and, in connection
therewith, execute any extensions, renewals or modifications of any
mortgage or security agreement securing such indebtedness;
(f) enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any Affiliate of a Member and
contracts in respect of rendering operating or management services or in
respect of acting as a manager to any Person or Persons, necessary to, in
connection with, or incidental to the accomplishment of the purposes of the
Company;
(g) establish reserves for capital expenditures, working
capital, debt service, taxes, assessments, insurance premiums, repairs,
improvements, depreciation, depletion, obsolescence, and general
maintenance of buildings and other property out of the rents, profits, or
other income received;
(h) employ or otherwise engage employees, managers, contractors,
advisors and consultants and pay reasonable compensation for such services;
(i) enter into partnerships, limited liability companies or
other ventures with other Persons in furtherance of the purposes of the
Company; and
(j) do such other things and engage in such other activities
related to the foregoing as may be necessary, convenient or advisable with
respect to the conduct of the business of the Company, and have and
exercise all of the powers and rights conferred upon limited liability
companies formed pursuant to the Act.
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ARTICLE 3
CAPITALIZATION
3.1 CAPITALIZATION.
(a) The sole Member shall contribute or cause to be contributed
to the Company as promptly as possible following the execution of this
Agreement, the sum of One Thousand and 00/100 Dollars ($1,000.00) in cash
in consideration for which the sole Member shall be issued and shall be
deemed to own 100% of the member interest of the Company. Such member
interest shall not be certificated.
(b) The sole Member may from time to time contribute or cause to
be contributed to the Company such additional money or property as the sole
Member may desire to contribute, provided that at no time shall the sole
Member be required to contribute any cash or property other than the
aforesaid sum of One Thousand and 00/100 Dollars ($1,000.00).
ARTICLE 4
BOOKS; ACCOUNTING; REPORTS
4.1 BOOKS AND RECORDS; INSPECTION.
(a) The Company shall keep, or cause to be kept, complete and
accurate books and records of account of the Company. The Company shall
maintain the following at its principal business office: (i) a writing
setting forth the sole Member's full name and last known business address;
(ii) a copy of the Certificate, including all certificates of amendment
thereto and executed copies of all powers of attorney pursuant to which the
Certificate or any certificate of amendment has been executed; (iii) copies
of the Company's Federal, state and local income tax returns and reports,
if any, for the three (3) most recent Fiscal Years of the Company; (iv)
copies of this Agreement and of any financial statements of the Company for
the three (3) most recent Fiscal Years of the Company; and (v) all other
records required to be maintained pursuant to the Act.
(b) The sole Member shall have the right, at all reasonable
times and upon reasonable notice during usual business hours, to audit,
examine and make copies of or extracts from the books of account of the
Company for any purpose reasonably related to such Member's interest as the
sole Member of the Company. Such right may be exercised through any agent
or employee of such Member designated by it or by a certified public
accountant designated by such Member. The sole Member shall bear all
expenses incurred in any examination made for such Member's account.
4.2 FILING OF RETURNS AND OTHER WRITINGS.
(a) The Company shall cause the preparation and timely filing of
all Company tax returns and shall timely file all other writings required
by any governmental authority having jurisdiction to require such filing.
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(b) The provisions of this SECTION 4.2 shall survive the
termination of the Company and shall remain binding for as long a period of
time as is necessary to resolve with the Internal Revenue Service or other
governmental authority any and all matters regarding the Federal income or
other taxation of the Company or the sole Member.
4.3 RESERVES. The Company may establish such reserves as the Manager
shall from time to time determine to be necessary or appropriate.
ARTICLE 5
ALLOCATIONS
5.1 ALLOCATION OF PROFIT AND LOSS. The profit and loss of the Company
for each Fiscal Year shall be attributed to the sole Member. For purposes of
determining profit, loss or any other items allocable to any period, profit,
loss and any such other items shall be determined on a daily, monthly or other
basis, as determined by the Manager using any permissible method under the Code
and the Treasury Regulations promulgated thereunder.
5.2 TAX ALLOCATIONS. All items of income, gain, loss, deduction or
credit shall be attributed to the sole Member, as required by law.
ARTICLE 6
DISTRIBUTIONS
6.1 DISTRIBUTIONS OTHER THAN PROCEEDS OF ANY LIQUIDATING TRANSACTION.
Subject to SECTION 6.2, Section 18-607 of the Act and any other applicable law,
Available Cash shall be applied and distributed from time to time, as the
Manager shall determine, to the sole Member.
6.2 PROCEEDS OF ANY LIQUIDATING TRANSACTION. Upon the occurrence of any
transaction (a "LIQUIDATING TRANSACTION") involving the sale or other
disposition of all or substantially all of the assets of the Company, all
Available Cash resulting therefrom (or from any other source during the period
of winding up of the Company) shall be applied FIRST to the payment of any debts
or liabilities of the Company to creditors (including, as applicable, the sole
Member in its capacity as a creditor) or to the funding of reserves for debts or
liabilities not then due and owing and for contingent liabilities to the extent
deemed reasonable by the Manager and THEN to the sole Member. It is understood
and agreed that all payments under this SECTION 6.2 shall be made as soon as
reasonably practicable and in any event by the end of the Fiscal Year in which
such Liquidating Transaction occurs or, if later, within ninety (90) days after
the date of such Liquidating Transaction.
ARTICLE 7
RIGHTS AND OBLIGATIONS OF MEMBERS;
MANAGEMENT OF THE COMPANY'S BUSINESS
7.1 LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the sole Member shall not be obligated personally for any such
debt, obligation or liability of the Company by reason of being a member of the
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Company. The sole Member shall not be required to lend any funds to the Company.
7.2 MANAGEMENT AND CONTROL.
(a) The sole Member, in its capacity as such: (i) shall not
participate in the management or control of the business of, or transact
any business for or on behalf of, the Company; (ii) shall have no voting
rights, except as specifically provided in this Agreement; and (iii) shall
have no power to sign for or bind the Company. The Sole Member shall,
however, have the approval rights expressly set forth elsewhere in this
Agreement or specifically required by the Act.
(b) Except as otherwise specifically provided in this Agreement,
the Manager shall have full authority and responsibility and exclusive and
complete discretion in the management, control, operation and disposition
of the business and assets of the Company for the purposes herein stated,
shall make all decisions affecting the Company's business and assets and
shall have full, complete and exclusive discretion to take any and all
actions that the Company is authorized to take and to make all decisions
with respect thereto. The Manager may appoint a President, one or more Vice
Presidents, a Treasurer and a Secretary and such other officers as the
Manager shall deem appropriate, each of which officers may, to the extent
provided by the Manager, have the powers attendant to a similar officer of
a Delaware corporation. Except as otherwise provided by the Act, the
Manager shall not be personally liable for any of the debts, liabilities,
obligations or contracts of the Company, nor shall the Manager, in its
capacity as such, be required to contribute or lend any funds to the
Company.
(c) Subject to the express provisions of this Agreement, the
Manager shall have the authority to execute on behalf of the Company, as
its authorized signatory, such agreements, contracts, instruments and other
documents as it shall from time to time approve, such approval to be
conclusively evidenced by its execution and delivery of any of the
foregoing, including, without limitation: (i) checks, drafts, notes and
other negotiable instruments; (ii) deeds of trust and assignments of
rights; (iii) contracts for the sale of assets or relating to consulting,
advisory or management services, deeds, leases, assignments and bills of
sale; and (iv) loan agreements, mortgages, security agreements, pledge
agreements and financing statements. The signature of the Manager on any
such instrument, agreement, contract, lease, conveyance or document, or
upon any check, draft, note or other negotiable instrument, shall be
sufficient to bind the Company in respect thereof and shall conclusively
evidence the authority of the Manager with respect thereto, and no third
person need look to the application of funds or authority to act or require
the joinder or consent of any other party.
7.3 EVIDENCE OF AUTHORITY, ETC.
(a) Any Person dealing with the Company may rely on a
certificate signed by the Manager as to:
(i) the identity of the sole Member, the Manager or the
officers,
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employees or agents of the Company;
(ii) the existence or nonexistence of any fact or facts
which constitute conditions precedent to acts by the sole
Member, the Manager, or any officer, employee or agent or
are in any other manner germane to the affairs of the
Company;
(iii) who is authorized to execute and deliver any
instrument or document on behalf of the Company;
(iv) the authenticity of a copy of this Agreement and
amendments hereto;
(v) any act or failure to act by the Company or as to
any other matter whatsoever involving the Company, the sole
Member, the Manager, or any officer, employee or agent; or
(vi) the authority of the Manager or any officer,
employee or agent or other Person to act on behalf of the
Company.
7.4 DESIGNATION OF MANAGER. The sole Member hereby confirms the
designation of the Person specified as the Manager in the first paragraph of
this Agreement as the Manager. By execution of this Agreement, such Person
hereby accepts such designation.
7.5 OTHER BUSINESS, ETC.
(a) The Manager, sole Member and any Affiliate thereof may
engage in or possess an interest in other business ventures (unconnected
with the Company) of every kind and description, independently or with
others, and the Company shall not have any rights in or to such independent
ventures or the income or profits therefrom by virtue of this Agreement.
(b) Unless otherwise approved by the Company, no Person shall
use any proprietary or confidential information owned by the Company other
than for the benefit of the Company, whether or not such Person remains a
Member, Affiliate, Manager, director, officer or employee of the Company.
7.6 STANDARD OF CARE; INDEMNIFICATION OF MEMBERS, OFFICERS, EMPLOYEES
AND AGENTS.
(a) No Member shall have any personal liability whatsoever to
the Company or any other Member on account of such Member's status as a
Member or by reason of such Member's acts or omissions in connection with
the conduct of the business of the Company.
(b) The Company shall indemnify and hold harmless each Member
and the affiliates of any Member (each an "Indemnified Person") against
any and all losses, claims, damages, expenses and liabilities (including,
but not limited to, any investigation, legal
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and other reasonable expenses incurred in connection with, and any amounts
paid in settlement of, any action, suit, proceeding or claim) of any kind
or nature whatsoever that such Indemnified Person may at any time become
subject to or liable for by reason of the formation, operation or
termination of the Company, or the Indemnified Person's acting as a Member
under this Agreement, or the authorized actions of such Indemnified Person
in connection with the conduct of the affairs of the Company (including,
without limitation, indemnification against negligence, gross negligence or
breach of duty). The indemnities provided hereunder shall survive
termination of the Company and this Agreement. Costs and expenses that are
subject to indemnification hereunder shall, at the request of any
Indemnified Person, be advanced by the Company to or on behalf of such
Indemnified Person prior to final resolution of a matter, so long as such
Indemnified Person shall have provided the Company with a written
undertaking to reimburse the Company for all amounts so advanced if it is
ultimately determined that the Indemnified Person is not entitled to
indemnification hereunder.
(c) The contract rights to indemnification and to the
advancement of expenses conferred in this Section 7.6 shall not be
exclusive of any other right that any person may have or hereafter acquire
under any statute, agreement, vote of the Members or otherwise.
(d) The Company may maintain insurance, at its expense, to
protect itself and any Member, employee or agent of the Company or another
limited liability company, corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against such
expense, liability or loss under the Delaware Act.
(e) The Company may, to the extent authorized from time to time
by the Members, grant rights to indemnification and to advancement of
expenses to any officer, employee or agent of the Company to the fullest
extent of the provisions of this Section 7.6 with respect to the
indemnification and advancement of expenses of Members of the Company.
(f) Notwithstanding the foregoing provisions of this Section
7.6, the Company shall indemnify an Indemnified Person in connection with a
proceeding (or part thereof) initiated by such Indemnified Person only if
such proceeding (or part thereof) was authorized by the Members; provided,
however, that an Indemnified Person shall be entitled to reimbursement of
his or her reasonable counsel fees with respect to a proceeding (or part
thereof) initiated by such Indemnified Person to enforce his or her right
to indemnity or advancement of expenses under the provisions of this
Section 7.6 to the extent the Indemnified Person is successful on the
merits in such proceeding (or part thereof).
ARTICLE 8
TERMINATION
8.1 EVENTS OF DISSOLUTION.
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(a) In accordance with Section 18-801 of the Act, the Company
shall be dissolved and the affairs of the Company wound up upon (i) a
determination of the sole Member to dissolve the Company; or (ii) entry of
a judicial decree of dissolution.
(b) Dissolution of the Company shall be effective on the day on
which a determination of the sole Member to dissolve the Company occurs or
the day on which a judicial decree of dissolution is entered, but the
Company shall not terminate until the assets of the Company shall have been
distributed as provided herein and a certificate of cancellation of the
Company has been filed with the Secretary of State of Delaware.
8.2 APPLICATION OF ASSETS. In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the
assets of the Company shall be applied in the manner, and in the order of
priority, set forth in SECTION 6.2.
ARTICLE 9
MISCELLANEOUS
9.1 NOTICES.
(a) Any and all notices, consents, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given only if in writing and the same shall be delivered either
in hand or by Federal Express or similar expedited commercial carrier,
addressed to the recipient of the notice, postage prepaid and registered,
or with all freight charges prepaid (if by Federal Express or similar
carrier).
(b) All notices, demands and requests to be sent hereunder shall
be deemed to have been given for all purposes of this Agreement upon the
date of receipt or refusal.
(c) All such notices, demands and requests shall be addressed to
the address set forth on SCHEDULE A hereto or to such other United States
address as the Member may have designated for itself by written notice to
the Company in the manner herein prescribed, except that notices of change
of address shall be effective only upon receipt.
9.2 WORD MEANINGS. The words such as "herein", "hereinafter", "hereof"
and "hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, unless the context otherwise requires.
9.3 BINDING PROVISIONS. The covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the heirs, executors,
administrators and legal representatives or successors and assigns, as the case
may be, of the party hereto.
9.4 APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of the
Act, the provision of this Agreement shall control and
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take precedence.
9.5 SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.
9.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.
9.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the sole Member and the Company with respect to the
transactions contemplated herein and supersedes all prior understandings or
agreements in respect of such transactions.
9.8 AMENDMENTS. This Agreement shall not be amended except with the
prior written consent of the sole Member. Any consent may be given subject to
satisfaction of conditions stated therein.
9.9 INVESTMENT REPRESENTATIONS. The sole Member understands that its
Company Interest has not been registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), on the grounds that its acquisition of such
Company Interest is exempt under Section 4(2) of the Securities Act as not
involving a public offering.
9.10 TAX PRINCIPLES. For so long as the Company is owned by a sole
Member, it shall be treated as a disregarded entity for Federal and state income
tax purposes pursuant to Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and corresponding provisions of state law. Upon the admission to the
Company of more than one Member, the Company shall be treated as having become,
in the manner prescribed by Sections 301.7701-2 and 301.7701-3 of the Treasury
Regulations and Internal Revenue Service Revenue Rulings 99-5 and 99-6, a
partnership for Federal and state income tax purposes pursuant to Sections
301.7701-2 and 301.7701-3 of the Treasury Regulations and corresponding
provisions of state law, and this Agreement will be amended accordingly to
reflect the same.
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement under seal as of the day and year first above written.
PJC SPECIAL REALTY HOLDINGS, INC.,
a Delaware corporation
By: /s/ Michel Coutu
Michel Coutu
President
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TABLE OF CONTENTS
(continued)
PAGE
SCHEDULE A TO
PJC REALTY N.E. LLC LIMITED LIABILITY COMPANY AGREEMENT
<Table>
<Caption>
Name and Address Company Interest
---------------- ----------------
MEMBER
PJC Special Realty Holdings, Inc. 100%
50 Service Avenue
Warwick, Rhode Island 02886
</Table>
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TABLE OF CONTENTS
(continued)
<Table>
<Caption>
Page
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ARTICLE 1 DEFINITIONS 1
ARTICLE 2 FORMATION OF LIMITED LIABILITY COMPANY 3
2.1 Formation 3
2.2 Company Name 3
2.3 The Certificate, Etc 3
2.4 Principal Business Office, Registered Office and Registered Agent 3
2.5 Term of Company 3
2.6 Purposes 3
2.7 Powers 3
ARTICLE 3 CAPITALIZATION 5
3.1 Capitalization. 5
ARTICLE 4 BOOKS; ACCOUNTING; REPORTS 5
4.1 Books and Records; Inspection. 5
4.2 Filing of Returns and Other Writings. 5
4.3 Reserves 6
ARTICLE 5 ALLOCATIONS 6
5.1 Allocation of Profit and Loss 6
5.2 Tax Allocations 6
ARTICLE 6 DISTRIBUTIONS 6
6.1 Distributions Other Than Proceeds of Any Liquidating Transaction 6
6.2 Proceeds of Any Liquidating Transaction 6
ARTICLE 7 RIGHTS AND OBLIGATIONS OF MEMBERS; MANAGEMENT OF THE COMPANY'S BUSINESS 6
7.1 Limited Liability 6
7.2 Management and Control. 7
7.3 Evidence of Authority, Etc. 7
7.4 Designation of Manager 8
7.5 Other Business, Etc. 8
7.6 Standard of Care; Indemnification of Members, Officers, Employees and Agents. 8
ARTICLE 8 TERMINATION 9
8.1 Events of Dissolution. 9
8.2 Application of Assets 10
ARTICLE 9 MISCELLANEOUS
9.1 Notices. 10
9.2 Word Meanings 10
9.3 Binding Provisions 10
9.4 Applicable Law 10
</Table>
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TABLE OF CONTENTS
(continued)
<Table>
<Caption>
Page
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9.5 Separability of Provisions 10
9.6 Counterparts 11
9.7 Entire Agreement 11
9.8 Amendments 11
9.9 Investment Representations 11
9.10 Tax Principles 11
</Table>
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