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EXHIBIT 99.6
OPERATING AGREEMENT
OF
PICO EQUITY INVESTORS MANAGEMENT, LLC
THIS OPERATING AGREEMENT is entered into as of the Effective Date (as
defined below) by (i) Xxxxxx Xxxxxxx and (ii) Xxxx X. Xxxx and (iii) Xxxx X.
Xxxx (collectively, the "Members"), by which the parties form Pico Equity
Investors Management, LLC (the "Company").
The Members hereby agree as follows:
1. Formation of Company.
a. The parties hereto form the Company as a limited
liability company under and pursuant to the Xxxxxxx-Xxxxxx Limited Liability
Company Act, Cal. Corp. Code Sections 17000, et seq. (the "Act").
b. The Members shall file Articles of Organization with
the California Secretary of State, pursuant to the provisions of the Act. The
Effective Date shall be the date such Articles of Organization are filed.
2. Name of Company. The name of the Company shall be Pico Equity
Investors Management, LLC.
3. Management by Members.
a. The Company shall be managed by its Members who shall
have all of the powers and authority as outlined in Sections 17150 to 17158 of
the Act.
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b. In the event a Member ceases to be actively involved
in the management of the Company (the "Inactive Member"), the Membership
Interest of the Inactive Member shall forfeited and vested in a successor member
elected by the remaining members as soon as practicable.
4. Principal Place of Business. The principal place of business
of the Company shall be 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, XX 00000-0000,
or such other place in the State of California as the Members shall determine.
5. Officers. The Members may delegate their powers and authority
to the officers of the Company. The officers of the Company shall be:
Chairman Xxxxxx Xxxxxxx
President Xxxx X. Xxxx
Secretary/Chief Financial Officer Xxxx X. Xxxx
6. The Members.
Percentage
Interest
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a. Xxxxxx Xxxxxxx
c/o PICO Holdings, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000 00.0%
Xx Xxxxx, XX 00000-0000
b. Xxxx X. Xxxx
c/o PICO Holdings, Inc. 33.3%
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, XX 00000-0000
c. Xxxx X. Xxxx 33.3%
c/o PICO Holdings, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, XX 00000-0000
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7. Term of the Company. The term of the Company shall commence
as of the date the Articles of Organization are filed with the California
Secretary of State, and shall continue until December 31, 2010, at which time it
shall be dissolved and wound up unless such date is extended by the written
consent of the Members or unless the Company is earlier dissolved by operation
of law, mutual agreement of the Members or judicial decree.
8. Purposes.
a. The primary purpose of the Company shall be to (i)
act as the general partner of PICO Investors, L.P. and/or (ii) engage in any
other business or activity which a limited liability company may carry on under
the laws of the State of California.
b. The Company may execute, deliver and perform all
contracts and other undertakings and engage in all activities and transactions
as may in the opinion of the officers be necessary or advisable to carry out the
foregoing objects and purposes.
9. Capital Contributions.
a. The Members shall make initial capital contributions
as described on Exhibit A.
b. Additional capital contributions shall be made at the
times and in such amounts as shall be mutually agreed upon by the Members.
c. Capital accounts shall be maintained in accordance
with Internal Revenue Code ("Code") Section 704(b).
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10. Income and Losses. All income and losses of the Company
shall be allocated to the Members in proportion to their percentage interests.
All allocations of income and loss shall be made in a manner that complies with
the Treasury Regulations under Code Section 704.
11. Distributions of Cash and Other Property. Any distributions
of cash or other property from the Company shall be made to the Members in
proportion to their percentage interests. On dissolution, distributions shall be
made to the Members in proportion to their positive capital account balances. No
Member shall be obligated to restore a negative balance in such Member's capital
account.
12. Amendment of the Operating Agreement. This Operating
Agreement may be amended, in whole or in part, upon the written consent of all
Members.
13. Governing Law. This Operating Agreement, and the rights of
the Members hereunder, shall be governed by and construed in accordance with the
laws of the State of California as they are applied to contracts entered into
between residents of California.
14. Counterparts. This Operating Agreement may be executed in
any number of identical counterparts, each of which shall be deemed to be an
original, and all of which together shall be deemed to be one and the same
instrument when each party has signed one (1) such counterpart.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
______________________________________ ______________________________________
Xxxxxx Xxxxxxx Xxxx X. Xxxx
______________________________________
Xxxx X. Xxxx
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EXHIBIT A
CAPITAL CONTRIBUTIONS
Member Contribution
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Xxxxxx Xxxxxxx $1,000.00 cash
Xxxx X. Xxxx $1,000.00 cash
Xxxx X. Xxxx $1,000.00 cash
