Exhibit 3

EXECUTION VERSION

 

OPERATING AGREEMENT

 

OF

 

LIBERTY INTERNATIONAL B-L LLC

 

December 27, 2002

 

 

 

THE UNITS IN THIS LIMITED LIABILITY COMPANY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR STATE SECURITIES AUTHORITIES AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.  THE SALE OR OTHER TRANSFER OF THE UNITS IS ALSO RESTRICTED BY PROVISIONS OF THIS AGREEMENT.

 

 

 

TABLE OF CONTENTS

 

ARTICLE 1.				FORMATION AND DEFINITIONS
	1.1	Formation.
	1.2	Name.
	1.3	Members, Units and Percentage Interests.
	1.4	Office and Agent.
	1.5	Foreign Qualification.
	1.6	Term.
	1.7	Definitions.
ARTICLE 2.				PURPOSES AND POWERS
	2.1	Principal Purposes.
	2.2	Other Purposes.
	2.3	Powers.
ARTICLE 3.				UNITS
	3.1	Classes of Units.
	3.2	Common Units.
	3.3	Preferred Units.
ARTICLE 4.				CAPITAL OF THE COMPANY
	4.1	Initial Contributions.
	4.2	Additional Contributions.
	4.3	Capital Accounts.
	4.4	Transfer.
	4.5	Adjustments.
	4.6	Market Value Adjustments.
	4.7	No Withdrawal of Capital.
	4.8	No Interest on Capital.
	4.9	No Drawing Accounts.
ARTICLE 5.				PROFITS AND LOSSES
	5.1	Determination.
	5.2	Allocation of Profits and Losses Generally.
	5.3	Nonrecourse Deductions.
	5.4	Minimum Gain Chargeback.
	5.5	Tax Allocations.
	5.6	Qualified Income Offset.
	5.7	Limit on Loss Allocations.
	5.8	§ 754 Adjustments.
	5.9	Contributed Property.
	5.10	Tax Credits.
	5.11	Allocation on Transfer.
	5.12	Tier Partnerships.

 

i

 

ARTICLE 6.				DISTRIBUTIONS
	6.1	Distributions Generally.
	6.2	Payment.
	6.3	Withholding.
	6.4	Distribution Limitations.
ARTICLE 7.				MANAGEMENT
	7.1	Management.
	7.2	Members.
	7.3	Board of Directors.			End of Preview   Home        Intelligence        Services        Subscriptions        News        About Us Contact Us       Terms of Use       Resend Documents       Shopping Cart Copyright © 2008 The Consus Group LLC