LIMITED LIABILITY COMPANY AGREEMENT



                                       OF



                              PJC REVERE REALTY LLC



     THIS LIMITED LIABILITY COMPANY AGREEMENT of PJC REVERE 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 REVERE

REALTY LLC (the "COMPANY").



                                WITNESSETH 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



                                      - 2 -

{Page}



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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC