This Limited Liability Company Agreement (this Agreement) of Dopaco Pacific LLC, a Delaware limited liability company (the Company), is entered into as of the 12th day of February, 1997, by and between Dopaco, Inc. (Dopaco) and Edward P. Fitts (Fitts; with Dopaco, collectively, the Members, and each, a Member).

Dopaco has caused to be formed on February 12, 1997, by an authorized person, a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. Sec. 18-101, et seq.), as amended from time to time (the Act), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members hereby agree as follows:

1. Defined Terms. In addition to the terms defined elsewhere herein, as used herein the following terms shall have the meanings specified below:

Capital Account - the amount set forth opposite a Members name on the signature page of this Agreement under the heading Capital Contribution, adjusted for profits, losses, additional contributions and distributions and otherwise appropriately reflecting Company transactions attributable to each Member. Capital Account balances shall be maintained in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv), as it now exists or as it may be amended.

Capital Contributions - the amount contributed by the Members to the Company, as reflected opposite each Members name under the heading Capital Contribution on the signature page of this Agreement, and including any subsequent contributions.

Membership Interest - the percentage interest of a Member in the Company, including, without limitation, rights to distributions (liquidating or otherwise) and voting power.

2. Name. The name of the Company is Dopaco Pacific LLC.

3. Purpose. The purpose of the Company is to engage in the business of owning partnership interests and serving as general partner of certain limited partnerships directly or indirectly affiliated with the Members and to otherwise engage in such business activities as the Manager, as defined in Section 4(a), from time to time may consider to be in the best interests of the Company and to engage in any other lawful business and activity permitted to be engaged in by a limited liability company pursuant to the Act.

4. Control and Management.

(a) Power and Authority of the Manager. Management of the business and affairs of the Company shall be vested in one or more Managers (the Manager). The Manager shall be Dopaco or its successor as determined by the Members. The Members may remove the Manager at any time. The Manager shall have all rights and powers and shall make all decisions affecting the Company in furtherance of the Companys purposes, including, but not limited to, the following:

(i) to appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers of the Company as the Manager deems appropriate to carry out and execute the decisions and instructions of the Manager in the day to day operations of the business of the Company. Such officers shall have such duties and powers as are from time to time specified by the Manager and they may be removed by the Manager at any time with or without cause;

(ii) to retain all or any part of the Companys assets as long as the Manager deems advisable, and to invest, reinvest and keep invested all or any part thereof, without being restricted in any way with respect to the type of assets retained or invested in or with respect to the portion of the assets devoted to any investment;

(iii) to purchase, lease or otherwise acquire the ownership, use or benefit of assets, properties, rights or privileges, real or personal, tangible or intangible, of any kind or description, whether income producing or not;

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