The URL can be used to link to this page

Browse Search

Home My WebLink About980942.tiffLicense picked -up on 6/23/98 by: FINDINGS AND RESOLUTION RE: FINDINGS AND RESOLUTION CONCERNING APPLICATION OF RKF ENTERPRISES, LLC, DBA OLD SADDLE SALOON, FOR HOTEL/RESTAURANT LIQUOR LICENSE, AND AUTHORIZATION FOR CHAIR TO SIGN The application of RKF Enterprises, LLC, dba Old Saddle Saloon, 35929-A, 1-76 Access Road, Roggen, Colorado 80652, for a Hotel/Restaurant Liquor License, came on for hearing on the 1st day of June, 1998, at 9:00 a.m., and the Board of County Commissioners of Weld County, Colorado, having heard the testimony and evidence adduced at said hearing, having considered the testimony, evidence and remonstrances filed with said Board, and having carefully weighed the same, now makes the following findings: 1. The evidence discloses that the applicant has sustained the burden of proof as to the desires of the inhabitants. 2. The applicant is of good character and reputation. 3. The applicant has proven the reasonable requirements of the neighborhood. RESOLUTION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has considered the application of RKF Enterprises, LLC, dba Old Saddle Saloon, 35929-A, 1-76 Access Road, Roggen, Colorado 80652, for a Hotel/Restaurant Liquor License, for the sale of malt, vinous and spirituous liquors by the drink for consumption on the premises only, and WHEREAS, said applicant has paid to the County of Weld the sum of $500.00 for the hearing fee, in addition to the other required fees, and WHEREAS, due to the Findings of the Board of County Commissioners in this matter as stated herein, the Board deems it advisable to approve said application for a Hotel/Restaurant Liquor License for RKF Enterprises, LLC, dba Old Saddle Saloon. 980942 LC0015A NEW HOTEURESTAURANT LIQUOR LICENSE - OLD SADDLE SALOON PAGE 2 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that having examined said application, the qualifications of the applicant, and the testimony of those present at the hearing, does hereby approve the application of RKF Enterprises, LLC, dba Old Saddle Saloon, to sell malt, vinous and spirituous liquors by the drink for consumption on the premises only; providing that said place where the licensee is authorized to sell malt, vinous and spirituous liquors by the drink for consumption on the premises only, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license; and the Board does hereby authorize and direct the submittal of said license to the State of Colorado, Department of Revenue, by the Clerk to the Board of Weld County, Colorado. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 1st day of June, A.D., 1998. ATTEST: Weld County Cle BY Deputy Clerk APP DA ou BOARD OF COUNTY COMMISSIONERS WE COUNTY, COLORADO Constance L. FJarb$pt, Chair (Jr/bsfer, Pro-TeA( E. Baxter Barbara J. Kirkmeyer 244. 980942 LC0015A THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402 00/92) STATE DEPARTMENT ALCOHOLIC OF COLORADO OF REVENUE Liquor Enforcement Division 1 375 Sherman Street Denver, Colorado 80261 R F K ENTERPRISES LLC OLD SADDLE SALOON 35929 A I-76 ACCESS RD ROGGEN CO 80652 BEVERAGE LICENSE Account Number Liability Information LICENSE EXPIRES AT MIDNIGHT County City Indust. Type Liability Date 07-54742-0000 03 117 5813 B 061998 JUN 18, 1999 Type Name and Description of License Fee 1970 2190 HOTEL AND RESTAURANT LIQUOR LICENSE - MALT, VINOUS, AND SPIRITUOUS COUNTY 85 PERCENT OAP FEE $ 50.00 $ 425.00 TOTAL FEEISI This license is issued subject to the laws of the State of Colorado and especially provision of Title 12, Articles 46 or 47, CRS 1973, as amended. nontransferable and shall be conspicuously posted in the place above described. only valid through the expiration date shown above. Questions concerning be addressed to the Department of Revenue, Liquor Enforcement Division, Street. Denver, CO 80261. testimony whereof, I have hereunto set my hand. JUN 1 91998 Division Director Executive $ 475.00 under the This license is This license is this license should 1375 Sherman Dire for 9Yo9i1/42- VI a 0 ) m ti via O U) p pi .p m'd 2 ay p+ Q • .a Fy U O I; V • ca aro F m b F U2 V W V N P1 P. U F a> rn F cd cd o F a> y F a C w y O q tom,a a ° �•�� 'n a IN o'5 a d ^a Da M I -c g° a> p (4 F '-4 o 0 Aa> d j4 cdcd t 0vUi n 'b pi;;i v _ ' OiY' F F c ; co a u Zern cdd jflai p'b o 5� W v cd'0 F'. a O O'b •mr�y ,. Di a N cs 0 •2 ..� F °F ▪ N w .9-0 cd cd z ,—I 7 a> U O O F; G md0, H a' 9 O 9''�I. u N O 1-i y A'df 04 : cri m R1 4., 0, 4i i M cd .a U] ?AO Hc cd 0.)i r °'' .•w.�"0 Co 0 m d c .P. H w rn a ,� a a> ca s�cri , .Os7- —.4 O a y ow Z a °UC m i3 u W p w a My - y.,E m �l�i'A w ▪ C 6i '��a>w�'02 s a4 .Q 0 0 ra o m 4 Ho y y a e P1 t HEARING CERTIFICATION DOCKET NO. 98-30 RE: HOTEL/RESTAURANT LIQUOR LICENSE - RKF ENTERPRISES, LLC, DBA OLD SADDLE SALOON A public hearing was conducted on June 1, 1998, at 9:00 a.m., with the following present: Commissioner Constance L. Harbert, Chair Commissioner W. H. Webster, Pro-Tem Commissioner George E. Baxter Commissioner Dale K. Hall Commissioner Barbara J. Kirkmeyer Also present: Acting Clerk to the Board, Esther Gesick County Attorney, Bruce Barker The following business was transacted: I hereby certify that pursuant to a notice dated May 13, 1998, and duly published May 20, 1998, in the Platteville Herald, a public hearing was conducted to consider the application of RKF Enterprises, LLC, dba Old Saddle Saloon, 35929-A, 1-76 Access Road, Roggen, Colorado 80652, for a Hotel/Restaurant Liquor License. Bruce Barker, County Attorney, made this a matter of record. Mr. Barker stated Commissioner Kirkmeyer was designated to inspect the property. Following the inspection, Commissioner Kirkmeyer sent a letter dated May 20, 1998, reporting her investigation to Roland Fettig, sole member of RKF Enterprises, LLC. Mr. Barker stated RKF Enterprises, LLC, dba Old Saddle Saloon, 0/0 Roland Fettig has complied with all of the application requirements and recommended approval. No public testimony was offered concerning this matter. Commissioner Webster moved to approve the application of RKF Enterprises, dba Old Saddle Saloon, for a Hotel/Restaurant Liquor License. The motion was seconded by Commissioner Kirkmeyer, and it carried unanimously. 980942 LC0015A ATTEST: Weld County Clerk) BY Deputy Clerk to t TAPE #98-14 DOCKET #98-30 HEARING CERTIFICATION - HOTEURESTAURANT LIQUOR LICENSE - OLD SADDLE SALOON PAGE 2 This Certification was approved on the 3rd day of June, 1998. APPROVED: BOARD OF COUNTY COMMISSIONERS WEJ,D COUNTY, COLORADO Constance L. b,Qrt, Cfaair W. H. Webster, Pro -Tern Dale K. Hall Barbara J. Kirkmeyer -G�� Y 98v9sta LC0015A KAF CO. BANK ONE BANK ONE COLORADO NA DOWNTOWN BOULDER BANKING CENTER P O BOX 1 (303) 280.2400 BOULDER. COLORADO 803 6 r�age--' •: DR 8404 (06197) Page 1 COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 COLORADO LIQUOR OR 3.2% FERMENTED MALT BEVERAGE RETAIL LICENSE APPLICATION \yiNEW LICENSE ❑ TRANSFER OF OWNERSHIP ❑ LICENSE RENEWAL 21 • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ • APPUCANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE (Call 303-321-4164) 1. Applicant is applying as a ❑ Corporation O Partnership (includes Limited Liability and Husband and Wife Partnerships) DO NOT WRITE IN THIS SPACE ❑ Individual X Limited Liability Company ❑ Association or Other 2. Nx ne of Applicant(s) If partnership, list partners' names (at least two); if corporation, name of corporation f YpisQ.S [rZ.C (col . /%re ,hs fe y dz2lfcL 2a.Name of stablisfiment (DBA') State Sales Tax No. RI/� ,SQddk_. 3. Address of Premises (sper'lfy exact Innatiion of premi, c) 35 City eh filing ZEI ss (Number and Street) County 7.4„,Od City or Town 2M 5. If the premises currently have a liquor or beer license, you MUS nswer the following questions: Present Trade Name of Establishment (DBA) State State usiness lephone 03j g4'q—S70C Present State License No. I Present Class of License SECTION A APPLICATION FEES 2360 ❑ Late Renewal Application Fee $500.00 2300X Application Fee for New License 650.00 2300 ❑ Application Fee -New License Concurrent Review 750.00 231O ❑ Application Fee for Transfer of Ownership 650.00 2121 2121 2122 2122 2123 2123 SECTION B 3.2% BEER LICENSE FEES ❑ Retail 3.2% Beer On Premises - (city) $71.25 O Retail 3.2% Beer On Premises - (county) 92.50 ❑ Retail 3.2% Beer Off Premises - (city) 71.25 El Retail 3.2% Beer Off Premises - (county) 92.50 ❑ Retail 3.2% Beer On/Off Premises - (city) 71.25 ❑ Retail 3.2% Beer On/Off Premises - (county) 92.50 SECTION C RELATED FEES AND PERMITS 2210-100 (999) ❑ Retail Warehouse Storage Permit $75.00 1980-100 (999) ❑ Addition of Optional Premises to existing hotel/restaurant $75.00 x Total Fee 1970-750 (999) ❑ Manager's Registration (hotel & restaurant only) ...$75.00 No Fee El 3.2% Beer On/Off Premises Only Delivery Permit No Fee ❑ Retail Liquor Store Delivery Permit LIAR 1940 1940 1950 1950 1960 1960 1970 1980 2010 2020 2030 2040 1905 1975 ZIP Code OQD52 ZIP Code Sin< — OG' 7. Present Expiration Date SECTION D LIQUOR LICENSE FEES ❑ Retail Liquor Store License (city) $202.50 ❑ Retail Liquor Store License (county) 287.50 ❑ Liquor Licensed Drugstore (city) 202.50 ❑ Liquor Licensed Drugstore (county) 287.50 ❑ Beer & Wine License (city) 326.25 ❑ Beer & Wine License (county) 411.25 X H & R License ❑ city gcounty 475.00 El H & R License w/opt Prem El city El county 475.00 ❑ Club License ❑ city ['county 283.75 ❑ Tavern License ['city ❑ county 475.00 ❑ Arts License El city ❑ county 283.75 ❑ Racetrack License 0 city ❑ county 475.00 ❑ Optional Premises License O city ❑ county 475.00 El Retail Gaming Tavern Lic El city ❑county 475.00 ❑ Brew -Pub License 725.00 ❑ Other DO NOT WRITE IN THIS SPACE - FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Issued Through (Expiration Date) License Account Number State -750 (999) City 2180.100 (999) County 2190-100 (999) Cash Fund Naw.Ucana 2300-100 (999) Managers Reg -",7 1970-750 (999) Cash Fund Transfer Uuanas 2310-100 (999) Liability Date TOTAL A DR 8404 (06/97) Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION A. Applicant/Licensee identified. Igl B. State sales tax license number listed or pplied for at time of a plication. ■ C. License type or other transaction identified. ❑ D. Return original & 2 copies to local authority. • E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES A. No larger than 8 1/2" X 11". X., B. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.). "!/I ■ C. Separate diagram for each floor (if multiple levels). ah ly CC /�+,' -c "S, D. Kitchen - identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION • A. Deed in name of the Applicant ONLY (or) J`t B. Lease in the name of the Applicant ONLY. ■ C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant. ❑ D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS A. Individual History Record(s) (Form DR 8404-I). S, B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) NM ❑ C. Purchase agreement, stock transfer agreement, and or authorization to transfer license. r"iA ■ D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) ■ A. Certificate of Incorporation (and/or) di ❑ B. Certificate of Good Standing if incorporated more than 2 years ago. • C. Certificate of Authorization if foreign corporation. ❑ D. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer"). VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) NiA ■ A. Partnership Agreement (general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) X A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). U( B. Copy of operating agreement. N/ ■ C. Certificate of Authority (if foreign company). VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT LICENSES WHEN INCLUDED WITH THIS APPLICATION ■ A. $75.00 fee. A' lll ■ B. Individual History Record (DR 8404-I). 990942 DR 8404 (06/97) Page 3 6. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock- holders or directors if a corporation) or manager under the age of twenty-one years? Yes No ❑ JT��f 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state): (a) been denied an alcoholic beverage license? (b) had an alcoholic beverage license suspended or revoked? (c) had interest in another entity that had an alcoholic beverage license suspended or revoked? If you answered yes to 7a, b or c, explain in detail on a separate sheet. O IA 8a. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes," explain in detail. 8b. Has a 3.2 beer license for the premises to be licensed been denied within the preceding one year? If "yes," explain in detail. 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? 10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list any current financial interest in said business including any loans to or from a licensee. 11. Does the Applicant, as listed on line 2 of this application, have legal possession of the premises for at least 1 year from the date that this license will be issued by virtue of ownership, lease or other arrangement? ❑ Ownership Lease ❑ Other (Explain in Detail) a. If leased, list name of landlord and tenant, and date of expiration, EXACTLY as they appear on the lease: Landlord i enant rjie,1 60,44.Ex Pires / ridi ,07,j'1, , L /eKf r<r f/'W e S, Mit .cet.100 n i .A// 77 Attach a diagram and outlih t� he area to be licensed (including dimensions) which shows the bars, bre ery, walls, partitions, entrances, exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 1/2" X 11". (Doesn't have to be to scale) 121 E 12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies), will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST A'eO.I /4 fei, 9fcr-ri----A,.‘" _ j:Toz-l; - ia7/ ./7.1.i ,,� -:4 -. .Sfl Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. /(/ ,4 13. Optional Premises or Hotel and Restaurant Licenses with Optional Premises A local ordinance or resolution authorizing optional premises has been adopted. Number of separate Optional Premises areas requested. 414 Yes No ❑ ❑ 14. Liquor Licensed Drug Store applicants, answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Pharmacy? COPY MUST BE ATTACHED. 441 Yes No ❑ ❑ 15. Club Liquor License applicants answer the following and attach: 414 (a) 1s the applicant organization operated solely for a national, social, fra ernal, patriotic, political or athletic purpose and not for pecuniary gain? (b) is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a patriotic or fraternal organization or society, but not for pecuniary gain? (c) How long has the club been incorporated? (d) How long has applicant occupied the premises (Three years required) to be licensed as a club? (Three years required) _ ❑ ❑ ❑ ❑ 16. Brew -Pub License Applicants answer the following: (a) Has the applicant received or applied for a Federal Brewers Notice? (Copy of notice or application must be attached) • / Date of Birth 17a. Name of Manager b )1/' (If this is an application for a Hotel and Restaurant License, the manager must also submit an Indi (dual History Record (DR 8404-I). ./.. - 17b. Does this manager act as the manager of, or have a financial interest in, any other liquor licensed establishment in the State of Colorado? If yes, provide name, type of license and account number. Hotel & Restr. Lic. Yes No 'CZ CI Yes No ❑ g 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, Yes No directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest a XI in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? If yes, provide an explanation and include copies of any payment agreements. 980942 '4'-` .,:,' :,,.C. DR 8404 (06/97) Page 4 19. If applicant is a corporation, partnership, association or a limited liability company, it is required to list by position all officers and directors, general partners, managing members, all stockholders, partners (including limited partners) and members who have a 10% or greater financial interest in the applicant. All persons listed here or by attachment must submit and attach a DR 8404-I (Individual History Record) and provide fingerprint cards to their local licensing authority. NAME HOME ADDRESS, CITY & STATE DATE OF BIRTH POSITION % OWNED 35329 71 f9ausr Rl. /P.� c '�� /� .+ �� `' /Jc... ��'D Additional Documents to be submitted by type of entity ❑ CORPORATION ❑ Cert. of Incorp. ❑ Cert. of Good Standing ❑ PARTNERSHIP ❑ Partnershi A reement (General or Limited) LIMITED LIABILITY COMPANY Articles of Organization ❑ ASSOCIATION OR OTHER Attach copy of agreements creating association (if more Cert. S or than 2 yrs. old) Husband and Wife partnership of Authority (if foreign relationship between Ill company) the Cert. of Auth. (if a foreign corp.) (no written agreement) � gh Operating Agrmt. parties Registered Agent (if applicable) /Qp/d,r ,Z k', #- Address for Service 35929 2a 76 ,ifeciss El, Aye iii co gel-ACZ- OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Authorized Signature ,. ,� Title eDa'i Date s` y -,y REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Date application filed with local authority May 1, 199.8 Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application 12-47-311 (1)) C.R.S. - Julie 1,,•1-938 . Each person required to file DR 8404-I: Yes a. Has been fingerprinted b. Background investigation and NCIC and CCIC check for outstanding warrants conducted c. The liquor licensed premises is ready for occupancy and has been inspected by the Local Licensing Authority. If"no", the building will be completed and ready for inspection by PI © ii No • ❑ • (data) The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local Licensing Authority for Weld County, Colorado Telephone Number (970) 356-4000 ❑ E TOWN, CITY COUNTY Signatu a f I ��✓' c�/i1 le /. Webster, Chair Protem Date 06/01/98 Signe ure (atte- ) , / v < � le ,,, Deputy Clerk ' A.1 La,:e . to the Board Date 06/01/98 If premises are located within- to of the board of county comm then such approval should be !oval should be signed by the mayor and clerk, if in a county, then by the chairman ard. If, by ordinance or otherwise, the local licensing authority is some other official, 9809.1? DR 8404-I (02/94) COLORADO DEPARTMENT OF REVENUE LIQUOR'ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, all limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, all stockholders of a corporation owning 10% (or more) of the stock of such corporation; all limited liability company MANAGING members, or other limited liability company members with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant license. NOTICE: This individual history record provides basic information which is necessary for the licensing authorities investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 0 me mess 11 /,e/�f✓Or�OY""�5�°_Sf GL Date CA/a'? 3. Also Known As (maiden name/nickname, etc.) 2. Your - Full Name (last, first, middle) A /0/"/ 1 'hJdd —, tL:Y'/ 4. Mailing44r6ress (if different from residence 'o, i3 &i57 Co ec6- c2,M oc Home Telephone C_3 O, ) e/9 - CF OO' / 5. Residence Address (street and number, city, sitte. ZIP) 359 9 7f5 ,4« ;;.s /c moo t► . r 1�� 6 %�/ 6. Date of Birth Placcee of Birth 7. U.S. Citizen? / cw-og1a CA Yes ❑ No 1 If Naturalize , state where When Name of U.S. District Court Naturalization Certificate Number Dale of Certificate If an Alien, Give Aliens Registration Card Number Permanent Residence Card Number 8. Height 5X.e?" Weight X90 Hair Color gle>i/ Eye Color I g 4/ Sex I � Race (4 c. 9. Do You Have a X Yes current Driver's License? If yes, give number, & state No 10. Name of Present Employer ///A 11. Type of 1Business or Employment c'ti/- avifer Pl. ZLC- 12. Addre s of Business Where Employed (street number, city, state, ZIP) I Business Telephone 359-7.9 _:. 7' ,r'r4� If/ KC7 1-C7 g0ts.5 (3 c3) 8y3 — 5.70 13. Present Position OWheY O 445/ < -0' _ 14. Marital Status o J, h} -- 15. Name of Spouse (include maiden name it applicable) ! 16. Spous€s Date of Birth Spouse's Place of Birth 17. Spouse's residence address, if different than yours (street and number, city, state, ZIP) 18. Spouse's Present Employer Occupation 19. Address of Spouse's Present Employer 20. List the name(s) of all relatives working in or having a financial interest in the liquor industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER i 4/7141 21. Do you now, or have you ever held a State Licensee? If yes,N.annsswer in detail of Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory, to any Colorado Liquor or Beer CONTINUED ON REVERSE SIDE DR 8404-I (2/94) Page 2 22. Have you ever been convicted of a crime, or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court? (Do not include traffic violations, unless they resulted in suspension or revocation of your driver's license, or you were convicted of driving under the influence of drugs or alcoholic beverages.) If yes, explain in detail. ❑ Yes X No 23. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license anywhere in the U.S.? If yes, explain in detail. ❑ yes No 24. Military Service (branch) i From To Serial Number l Type of Discharge 25.�fr List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) STREET AND NUMBER CITY, STATE, ZIP FROM TO , la,,,i4vi eo fr,703 Mg 107 '1 35/7e;"1.7 7C !1-G0_i j 4/.YYY // 26. List all former employers or businesses engaged in within the last five years. (Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO 42ALty r4/9�i�4's, G C 7 11/. ��''�''.3 �' �a S —/e -/e 4',% 6/97 H c. rlftk ' 774-r e., A? . Aveter,i,,," i iP,.,t. �ceAr 7/57 '7/97 C'fr 9 / C4YC2S/ Z c , ' .3c;..7 _ C.Ahyloh ,114/. 64:2 cv Ao. h OW 7/W a/%% DeAve), 419 74e. , , - Ash X 77 ,,,0 /coo &Pa.I1 / 3- ,� .4Crer eh's- /ohs sh' 27. What is your relationto e the a ptc.NN.? (sole owner, partner, corporate officer, director, stockholder, member or manager) 28. If stockholder, number of shares owned beneficially or of record Percent of outstanding stock owned ` 29. If par, state whether in II General El Limited Percent of Partnership Owned If Limited Liability Company (percent owned) 30. Total am um you will invest in this business, including notes, loans, cash, services or equipment, and operating capital. (Reg. 46-106.1 and Reg. 47-107.1) Amount .5 Qx. . ? e' O,.: c Z� 31. 1 Identify the sources of all funds you will invest in this business as listed in 30 above. List ail bank names, account numbers and the amount derived from such source. Also identify all persons authorized to sign on, or who are part owners of said account. (Attach copies of all your notes or loans used in or for this business.) Amounts Sources - Account Numbers Names on accounts or person who can sign on this account $ (3,l®D. Dr) 6`74, .u..J, 4Jt C.d R.oK oha . $ do 'eel; c'9,. Z-oeesi$ f; -Lit..., kae' I / -) , J"/// $ Andisty Gr:ct 0,,..tY /- e: 7 _ -i t -A,:..% ;, 1, / %O- ✓0.:44 GCS Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Authorized Signature Title I Date 98094? G1/4 �1 //V Cohc-izt C.1) c_ O Cr 0i **-L13\\ a O 5 c CZ o. S cov. 2_L,Th e 7-3 ��)C\Ci\,.� 990942 /j ii/Lm ts/4). hrorhr „.,,fr„yj��i.€ ua a, -' %moony iciacei-t re_rti,„ t--pi‘t--___dtaffa,„„ _td,cavt4t, 6e4: %/, Sos set, .o 1013'21 304j h'9 -S2 -a' 990942 0 Roggen Telephone Cooperative Company May 4, 1998 To Whom It May Concern: RTCC Roland Fettig from the Motel Roggen has an excellent business credit with us. We at Roggen Telephone Cooperative Company and the people from the Roggen community are very pleased with the way Roland has cleaned up and remodeled the motel and the surrounding property. He has become quite an asset to our community and to the businesses of Roggen, and we are sure that he will make a success of the Motel and also the lounge that he plans to build. Sincerely, Peggy Manna General Manager 9S0942 519 Front Street•PO Box 100•Roggen Colorado 80652•(303) 849-5260•Fax (303) 849-5255 u f i 6 tidoo✓ 31 gh+ry p•' L„,/ td at/ i 3: 4 • (W In 44 1445 #=off 4(,15 -Jcoq 1c 9 r!".1 w•'S veOl,t x,I+4f 't .31-6;'S r ,,��-� 4271 A" Or _611 3 Darr 1 171 —per 990942 OPERATING AGREEMENT OF MOTEL ROGGEN, LLC This Operating Agreement (this "Agreement") is entered into effective as of the l" day of January, 1998, by and between the Members, as each is identified below, as the Members of Motel Roggen, LLC, a Colorado limited liability company. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Members agree as follows: ARTICLE 1 DEFINITIONS The following terms used in this Agreement shall (unless otherwise expressly provided in this Agreement or unless the context otherwise requires) have the following meanings: 1.1 "Act" means the Colorado Limited Liability Company Act, as it may be amended from time to time. 1.2 "Additional Share" has the meaning specified in section 12.2 of this Agreement. 1.3 "Agreement" means this Operating Agreement, as it may be amended or supplemented from time to time. 1.4 "Business Plan" means the business plan adopted by the Managers, as it may be amended from time to time. 1.5 "Capital Account" means, with respect to a Member, the amount established and maintained under Article 5 below. 1.6 "Code" means the Internal Revenue Code of 1986, as amended or corresponding provisions of subsequent federal revenue laws and regulations, guidelines, rulings and procedures promulgated thereunder, existing from time to time. 1.7 "Company" means Motel Roggen, LLC, a Colorado limited liability company. 1.8 "Depreciation" means an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for each fiscal year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an 990942 amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis. 1.9 "Gross Asset Value" means with respect to any asset, the assets adjusted basis for federal income tax purposes, except as follows: 1.9.1 The Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company; 1.9.2 The Gross Asset Values of all Company assets shall be adjusted to equal the respective gross fair market value, as determined by the Manager, at the following times: (i) the acquisition of an interest in the company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property other than money, unless all members receive simultaneous distributions of undivided interests in the distributed property in proportion to their interests in the Company; and (iii) the termination of the company for federal income tax purposes pursuant to Code Section 708(b)(1)(B); and 1,9.3 If the Gross Asset Value of an Asset has been determined or adjusted pursuant to this Section 1.9.1 or 1.9.2, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for the purpose of computing Net Profit and Net Loss. 1.10 "Managers" means Roland K. Fettig and any new or replacement Manager elected pursuant to Section 6.4 of this Agreement. 1.11 "Members" means Roland K. Fettig and such other Persons who are admitted to the Company either as additional or substitute Members. 1.12 "Net Profit" or "Net Loss" for any fiscal year or other period means the taxable income or loss of the Company for such year or period, as the case may be, as determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: 1.12.1 Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profit and Net Loss pursuant to this section 1.12 shall be added to such taxable income or loss; 1.12.2 Any expenditures of the Company described in Code Section 705(a)(2)(B) which are treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net 2 990942 Profit and Net Loss pursuant to this section 1.12, shall be subtracted from such taxable income or loss; 1.12.3 Gain or loss resulting from any disposition of Company property with respect to such gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; 1.12.4 In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed -in accordance with Section 1.9 hereof; and 1.12.5 Notwithstanding any other provisions of this Section 1.12, items which are specifically allocated pursuant to Article 9 hereof shall not be taken into account in computing Net Profit and Net Loss. 1.13 "Non -selling Member" has the meaning specified in Section 12.1 of this Agreement. 1.14 "Offered Interest" has the meaning specified in Section 12.1 of this Agreement. 1.15 "Payout" means the date when each member has received distributions from the Company equal to such Member's initial capital contribution made pursuant to Section 5.1 of this Agreement. 1.16 "Percentage Interest" means, with respect to each Member, the ratio determined for such Member pursuant to Article 5 of this Agreement. 1:17... "Person,". means any individual, corporation, association,— partnership, limited liability company, joint venture, trust, estate or other entity or organization. 1.18 "Pro Rata Share" has the meaning specified in Section 12.1 of this Agreement. 1.19 "Property" means the real property located at 35929 Frontage Road, Roggen Colorado 80652, and legally described in Schedule A hereto. 1.20 "Remaining Members" has the meaning specified in Section 12.2 of this Agreement. Agreement. 1.21 "Selling Member" has the meaning specified in Section 12.1 of this 3 990942 ARTICLE 2 NAME, PLACE OF BUSINESS AND FISCAL YEAR 2.1 Name. The name of the Company is Motel Roggen, LLC, and the business of the Company shall be conducted under such name or one or more other assumed names as designated by the Managers from time to time in accordance with law and upon written notice thereof to the Members. 2.2 Principal Place of Business. The principal place of business of the Company shall be at 35929 Frontage Road, Roggen Colorado 80652. The principal place of business of the Company may be changed by the Managers upon notice to the Members. The records required by Section 7-80-411 of the Act shall be kept at the Company's principal place of business. 2.3 Fiscal Year. The fiscal year of the Company shall be the calendar year. ARTICLE 3 PURPOSE The purpose for which the Company is organized is to engage in any lawful activity relating to the Property, including but not limited to the acquisition or leasing, development, financing, rental and sale of the Property. ARTICLE 4 TERM The Company was formed as of January, and shall continue for a term of thirty (30) years from that date, unless sooner dissolved and terminated as provided in this Agreement or extended by the vote or written consent of Members owning a majority of the Percentage Interests. ARTICLE 5 CAPITAL CONTRIBUTIONS 5.1 Members. Upon the signing of this Agreement, each of the Members shall contribute to the Capital of the Company cash in the amount set forth immediately opposite the Member's name on Schedule B hereto. The Members shall own all of the Percentage Interests in the Company as of the date of this Agreement, which Percentage Interests shall be allocated among the Members as reflected on Schedule B hereto. 5.2 Additional Capital Contributions. The Managers may recommend that the Members contribute additional capital to the Company. Such recommendation shall be made in writing and shall specify the amount and purpose of such contribution and the payment date of the same. If all Members unanimously consent in writing, the approved contribution shall be an additional capital call against each member pro rata to its Percentage Interest and the collection of 4 990942 the same may be legally enforced as a debt against the non-contributing Member. If all Members do not consent, the consenting Members shall have the right, but not the obligation, of contributing such capital to the Company in the proportion that they agree among themselves. In no event shall any Member be required, without its prior written consent, to make any additional capital contributions to the Company. To the extent any additional capital contributions are made pursuant to this Section 5.2, the Percentage Interests of Members shall be adjusted accordingly. 5.3 Capital Account Deficit. No Member shall be required to contribute to the Company upon its dissolution and termination any deficit then existing in its Capital Account. 5.4 Capital Accounts. A Capital Account shall be established and maintained for each Member in accordance with the following provisions: 5.4.1 Each Member's Capital Account shall begin with the initial Capital Account as set forth as the value of the Member's Initial Contribution opposite the Member's name on the signature pages hereto and shall be credited with any additional capital contributions it may make, by its distributive share of Net Profits, and by any items in the nature of income or gain that are specifically allocated pursuant to Article 9 below. 5.4.2 Each Member's Capital Account shall be debited by the amount of cash and the Gross Asset Value of any Company property distributed to such Member pursuant to any provision of this Agreement, and by such Member's distributive share of Net Losses. In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. In the event the Gross Asset Value of the Company assets are adjusted pursuant to Section 1.9 hereof, the Capital Accounts of all Members shall be adjusted simultaneously to reflect the aggregate net adjustments as if the Company recognized gain or loss equal to the amount of such aggregate net adjustment. The foregoing provision and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704- 1(b), and shall be interpreted and applied in a manner consistent with such regulation. In the event the Managers shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Managers may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member upon dissolution of the Company. The Managers shall adjust the amounts debited or credited to Capital Accounts with respect to (i) any property contributed to the Company or distributed to the Members and (ii) any liabilities that are secured by such contributed or distributed property or that are assumed by the Company or the Members, in the event the Managers shall determine such adjustments are necessary or appropriate pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv). The Managers also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b). 5 990942 ARTICLE 6 POWERS AND DUTIES OF THE MANAGERS 6.1 General Powers. Subject to the provisions of this Agreement and the Act, management of the Company's business and affairs shall be vested in the Managers. The Managers shall have exclusive right and full authority to manage, conduct and operate the Company's business and effect the provisions of this Agreement, including, without limitation, the power to: 6.1.1 Retain on behalf of the Company, any Members. or any other person (including, without limitation, accountants, attorneys, architects and secretaries) as employees or independent contractors to render services to the Company at market rates at the Company's expense: 6.1.2 Execute any and all agreements, contracts, documents, certificates, assignments and other instruments deemed by the Manager to be necessary or convenient in connection with the Company's business; 6.1.3 Discharge or otherwise provide for the payment of Company obligations; and 6.1.4 Compromise, arbitrate or make other adjustments of claims in favor of or against the Company and commence or defend any litigation with respect to the Company or any assets of the Company. 6.2 Actions by the Managers. Any action permitted or required to be taken by the Managers under this Agreement or pursuant to the Act shall be made with the mutual agreement of the Managers. 6..3 Duties of Managers, „Pach:14 Manager shall perforxr:=his duti cam.-a•:nsanager, in good faith, in a manner he reasonably believes to be in the best interest of the company, and with such care as an ordinary prudent person in a like position would use under similar circumstances. Each Manager who so performs his duties shall not have any liability by reason of being or having been an Manager of the Company. 6.4 Number. Election. Term and Removal. Initially, there shall be one (1) Manager. Thereafter the number of Managers may be increased (and never fewer than one) by the vote or written consent of Members owning a majority of the Percentage Interests. 6.4.1 The Managers shall hold office until their resignation or removal. 6.4.2 Any vacancies occurring in the Managers may be filled by the vote or written consent of Members owning a majority of the Percentage Interests. Managers need not be residents of Colorado or Members of the Company. 6 980942 6.4.3 Any or all Managers may be removed, with or without cause, upon the vote or written consent of Members owning a majority of the Percentage Interests. Any Manager may be removed for cause by another Manager or by the action of Members owning a majority of the Percentage Interests. For purposes of this Agreement, "for cause" shall mean and be limited to the following: (i) breach of the terms of this Agreement by such Manager, in any material respect, which breach is not corrected by such Manager within thirty (30) days after written notice thereof is given to such Manager by the Company or the Members or if any such breach would reasonably require more than thirty (30) days to rectify, unless such Manager commences rectification within thirty (30) day notice period and thereafter promptly, effectively and continuously proceeds with the rectification of the breach; (ii) conviction of such Manager or any of its employees of a crime directly or indirectly related to its responsibilities hereunder; (iii) such Manager applies for or consents to the appointment of a receiver or if a receiver is appointed for such Manager and is not discharged within sixty (60) days from the date of its appointment; or if any bankruptcy, or insolvency law now or hereafter enacted or any dissolution or liquidation proceeding whatsoever is instituted by or against such Manager which remains undismissed for ninety (90) days, or if, in any such proceeding, such Manager or such Manager's trustee elects to reject this Agreement, or allows this Agreement to be automatically rejected as a matter of law: 6.5 Tax Matters Manager. Roland K. Fettig shall be the Tax Matters Manager, and as such, shall: 6.5.1 Have the authority, on behalf or the Company, to negotiate with the Internal Revenue Service and any representatives thereof in any administrative or judicial proceeding (including the right to commence, appear in, defend and discontinue any such proceeding) involving a deficiency or refund of federal income taxes; 6.5.2 Have the authority, on behalf of the Company, to settle any federal income tax matters involving the Company either before or after a judicial proceeding; -46t.5 3 , , Have the authryrrt f on:,bchalf of the Comp= Y>,rn-do--sueh,ot t-autz : ., or deeds and execute all such documents on behalf of the Company as may be necessary or appropriate to carry the foregoing into effect; and 6.5.4 Be obligated to keep the Members reasonably informed with respect to the status of such matters, 6.6 Tax Returns and Elections. The Tax Matters Manager shall: 6.6.1 Cause all required income tax returns of the company for each fiscal year to be filed when due, and furnish the Members within 90 days of the close of such fiscal year, all information necessary to enable such Members to include in their own income tax returns all items required to be so included by reason of their being Members; and 7 990942 6.6.2 Make such elections on behalf of the company under the code and other applicable tax laws as he deems appropriate. 6.7 Out -of -Pocket Expenses. Managers shall be entitled to reimbursement for all out-of-pocket expenses incurred while acting on behalf of the Company (including organizational expenses). 6.8 Members' Consent. The Managers shall not, without the vote or written consent of Members owning a majority of the Percentage Interests, cause the Company to engage in any business having a purpose other than those stated in Article 3 of this Agreement. 6.9 Other Business Opportunities; Devotion to Duty. 6.9.1 Nothing in this Agreement shall be deemed to restrict in any way the rights of any Manager or any Member, or any affiliate of the foregoing, to conduct any business or activity whatsoever (including business or activities that compete with the Company's) without any accountability to the Company or to the Members. 6.9.2 Each Manager shall be required to devote to the Company's affairs such amount of time (but no more than such amount of time) as is reasonably necessary to the performance of its duties hereunder. 6.9.3 A Member or Manager may lend money to, act as surety for, and transact other business with the Company and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not a Member or Manager. Members acknowledge that neither the Company nor the other Members shall have any rights in or to any income or profits of such other Persons derived from any of the foregoing. 6.10 Liability for Management; Indemnification. The management, conduct and operation of the Company's business shall be at the expense and risk of the Company and not at h . expc :se and risk >r the,hilana ers:... hr Comp ny, shall-indet rib and --hold Mess aclr--. Manager in its capacity as Manager pursuant to the procedures set forth in, and to the fullest extent authorized by, the act as the same exists or may hereafter be amended. The right to indemnification provided herein shall be a contract right and shall include the right to be paid by the Company in accordance with the Act for expenses incurred in advance of any proceeding's final disposition. The foregoing rights of indemnification shall not be exclusive of other rights to which any Manager may be entitled as a matter of law. ARTICLE 7 PROVISIONS RELATING TO MEMBERS 7.1 Admission of New Members. Additional Members (other than substitute Members under Article 11) may be admitted only upon the vote or written consent of Members owning two thirds of the Percentage Interests. 8 9+0942 7.2 Voting of Members. Except as otherwise provided in this Agreement, the vote of Members owning at lease a majority of the Percentage Interests shall be required for any action permitted or required to be taken by the Members. A Member may vote in person or by proxy at any meeting of Members. 7.3 Meeting of Members. 7.3.1 Meetings of Members may be held at such time and place, as may be determined by the Manager or the Member calling the meeting. 7.3.2 An annual meeting of the Members shall be held at such time and place as shall be determined by the Managers during each fiscal year of the Company. 7.3.3 Special Meeting of the Members may be called by a Manager or by any Member. 7.3.4 Written notice stating the place, day and hour of the Meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the discretion of the Manager or the Member calling the meeting, to each member of record entitled to vote at such meeting. A waiver of notice in writing, signed by the Member entitled to such notice before, at, or after the time of the meeting stated in the notice shall be equivalent to the giving of such notice. 7.3.5 When a meeting is adjourned to another time or place, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. 7.3.6 By attending a meeting, a Member waives objection to the lack of notice or defective notice unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transaction of business at the meeting. A member who attends a ,..meeting?lso,waives:ohjPrtiontoconsidier?tionatsuchmeetin.g:afa-.-particular *utter.not ith+uu-4h .. purpose described in the notice unless the Member objects to considering the matter when it is presented. 7.4 Resignation of Member. A Member may resign from the Company at any time by giving written notice to the other Members; however, such resignation shall be in violation of this Agreement unless unanimously approved by the other Members. 7.5 Limitation of Liability. Neither the Members nor the Managers shall be liable under a judgment, decree or order of a court, or in any other manner, for costs, a debt, obligation or liability of the company. 7.6 Action by Written Consent. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more 9 990942 written consents describing the action taken and signed by Members owning the amount of Percentage Interests required with respect to such action. ARTICLE 8 DISTRIBUTIONS 8.1 Distributions. 8.1.1 Distributions shall be made at such times and in such amounts as are determined by the Managers. All distributions shall be made on a pro rata basis among the Members based upon their respective Percentage Interests. 8.1.2 No Member shall be entitled to a return of its capital contribution except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement. 8.1.3 Notwithstanding anything in this Section 8.1 to the contrary, no distributions shall be made in violation of the Act. 8.2 Termination Distribution. Upon dissolution and termination of the Company, the provision of Article 10 shall take precedence over the provisions of this Article 8. 8.3 Compensation. Amounts payable to any other person other than in its capacity as a Member, such as for services rendered, goods purchased, loans guaranteed or money borrowed, shall not be treated as a distribution for purposes of this Article 8. ARTICLE 9 ALLOCATION OF NET PROFITS AND NET LOSES 9.1 Allocation. Net. Profits -and Nt.Lassrs focany_peri.od shalhbe_alkeated— on a pro rata basis among Members based upon their respective Percentage Interest. 9.2 Special Allocation. The Members understand that for income tax purposes the Company's adjusted basis of property contributed by the Members or held by the Company may differ from the value at which the property was accepted by the Company at the time of its contribution or the property's Gross Asset Value. The Members agree that, solely for income tax purposes, income, gain, loss and deduction with respect to property contributed to the Company by any Member and property held by the Company in which the Gross Asset Value is different than the Company's basis shall be allocated among the Members, so as to take account of the variation between the basis of the property to the Company and its fair market value at the time of contribution or its Gross Asset Value, in the manner provided in Section 704(c) of the code. 9.3 Specific Items of Net Profit or Loss. The items comprising any Net Profit or Net Loss of the Company for income tax purposes (e.g., items of income, gain, deduction and 10 980942 credit) shall be allocated among the Members in the same proportion as such Net Profit or Net Loss is allocated. Any expenses allocated to a Member under Section 9.6 hereof shall be disregarded in computing or allocating any Net Profit or Net Loss under this Article 9 (but shall be taken into account as a reduction in such Member's Capital Account). If any increase or decrease arises under Section 743 of the Code in the adjusted basis of Company property with respect to any Member, such increase or decrease shall be taken into account by such Member individually, without affecting its Capital Account, or its share of Net Profit or Net Loss, or the rights to Company distributions under this Agreement. 9.4 Split Ownership. To the extent Section 461 or 706 of the Code does not require otherwise, if for federal income tax purposes it is necessary to allocate a portion of any year's Net Profit or Net Loss among two or more persons who owned the same interest in the Company at different times during such year, the allocation shall be made in proportion to the number of days in such year that each person owned such interest (treating ownership as in the transfer or on the day of any transfer), or in such other manner as may be agreed in writing by Tax Matters Manager and all such Persons. The preceding sentence shall not apply to any portion of any Net Profit or Net Loss for such year which is derived from any sale or exchange of Company property during such year, but instead such profit, loss or deduction (to the extent allocable to the interest in question) shall be allocated for federal income tax purposes to the Person owning the interest in question at the time such sale or exchange occurs or such deduction arises. The first sentence of this Section 9.4 shall not apply with respect to any expense described in Section 9.6 hereof, but instead the portion of such expense allocable to the Company interest in question shall be allocated between the two or more persons in question in a manner selected by the Tax Matters Manager and deemed equitable by it. 9.5 New Member's Interests. If any new Member is admitted or any Member's interest in the Company is completely terminated by the liquidation of such interest, then (notwithstanding, anything in this Agreement to the contrary) the year of such admission or liquidation shall be divided into two segments, one ending on the day before such admission or on the day of such liquidation and the other beginning on the day of such admission or on the day _following such liquidation, andthe.N.et Profit or Net_ Loss for each segment sballbe.determined and allocated as though each segment were a separate Company fiscal year. Each segment shall itself be divided into two or more segments, in accordance with the principles of the preceding sentence, as necessary to reflect any one or more additional admissions or liquidations referred to in such sentence. 9.6 Basis Adjustments. If there occurs an event which would permit an increase (deemed by Tax Matters Manager to be a material increase) in the adjusted basis of Company property under Section 734 or 743 of the Code (and for all subsequent taxable years of the Company), the Tax Matters Manager may, at its option, make the election provided for in Section 754 of the Code. If the Tax Matters Manager makes such election, it shall allocate the legal, accounting and other expenses incurred by the Company from time to time as a result of basis adjustments under Section 743 of the Code among those Members with respect to whom such adjustments are made (with such allocations to be made in a manner or manners selected by the Tax 11 9S0942 Matters Manager from time to time and deemed equitable by it, and with cash flow distributions to such Members to be reduced as soon as feasible by the amount of such allocations). 9.7 Qualified Income Offset. In the event any Member unexpectedly receives adjustments, allocations, or distributions described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), or 1.704-1(b)(2)(ii)(d)(6), items of Company Net Profit shall be specially allocated to such Member in amount and manner sufficient to eliminate any deficit balance in its Capital Account credited by such adjustments, allocations or distributions as quickly as possible. This Section 9.7 is intended to be a "qualified income offset" as defined in Treasury Regulation Section 1.704-1(b)(2)(ii)(d),and shall be construed in accordance with such intention. 9.8 Minimum Gain Chargeback. Notwithstanding the foregoing provisions of this Article 9 to the contrary, if there is a net decrease in Company minimum gain during the Company's taxable year, each Member must be allocated item of Company Net Profit for that year equal to the Member's share of the net decrease in Company minimum gain. This Section 9.8 is intended to constitute a "minimum gain chargeback" provision described in Treasury Regulation Section 1.704-2(f) and shall be construed in accordance with such intention. 9.9 Allocations Pursuant to Section 9.7 and 9.8. Any allocations of items of Net Profit pursuant to Section 9.7 and 9.9 above shall, to the maximum extent possible, consistent with such sections, be taken into account into computing contemporaneous and subsequent allocations of items of Net Profit and Net Loss so that the amount and character of Net Profit and Net Loss allocated to each Member pursuant to this Article, including depreciation recapture, shall be equal to what would have been allocated to each member in the absence of Sections 9.7 and 9.8. ARTICLE 10 DISSOLUTION AND TERMINATION 10.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any ore.of the following events, _. 10.1.1 Expiration of the term of the Company under Article 4; 10.1.2 The unanimous written agreement of all the Members; or 10.1.3 The death, bankruptcy, or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in the Company. 10.2 Continuation of the Company. Notwithstanding Section 10.1.3 of this Agreement, the business of the Company may be continued on the terms and conditions of this Agreement on the occurrence of an event therein described, if the business of the Company is continued by the consent of all the remaining Members(s) within ninety days after the termination and there are at least two remaining Members. 12 980942 10.3 Dissolution and Termination. Upon the dissolution and termination of the Company (the Company not being continued pursuant to Section 10.2 above), the Managers shall proceed with reasonable promptness to sell or otherwise dispose of the assets owned by the Company subject to the provisions of this Agreement. Upon dissolution and termination, except as otherwise required by law, the assets of the Company (including any net proceeds from disposition of assets pursuant to the preceding sentence) shall be used and distributed in the following order: 10.3.1 to pay or provide for the payment of all Company liabilities and liquidating expenses and obligations; and 10.3.2 to distribute to the Members any remaining assets of the Company in accordance with the distribution provisions of Section 8.1.1. ARTICLE 11 TRANSFER OF INTEREST No Member may assign, transfer ,donate, pledge or otherwise encumber (hereafter "transfer") all or any part of its membership interest in the Company without the unanimous prior written consent of the Managers which consent may be withheld in their sole and absolute discretion. Notwithstanding the consent of the Managers to the transfer, if all Members other than the Member proposing to transfer its interest do not consent to the proposed transfer by unanimous written consent, the transferee of the membership interest shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled. ARTICLE 12 RIGHT OF FIRST REFUSAL Each Member shall have the following right of first refusal: 12.1 Notification of Offer. If any other Member receives an offer from a third party to acquire in any way or manner all or any portion of such Member's interest in the Company (the "Offered Interest") which such Member (the "Selling Member") wishes to accept, the Selling Member shall promptly advise the Members other than the Selling Member (the "Non -Selling Members") in writing of such offer, including the name and address of the third party and the terms and conditions of the offer. Each Non -Selling Member shall have the right, for thirty (30) days following the receipt of such notice, to acquire, under the same terms and conditions as offered by such third party, that portion of the Offered Interest as shall be equal to the Percentage Interest represented by the Offered Interest Multiplied by a fraction, the numerator of which shall be the Percentage Interest of such Non -Selling Member and the denominator of which shall be aggregate Percentage Interests of the Non -Selling Members. The portion of the Offered Interest that each Non -Selling Member is entitled to purchase under this Section shall be referred to as its "Pro Rata Share". 980942 13 12.2 Partial Exercise of Right. If any one or more of the Non -Selling Members fail to exercise their right of first refusal as to their full Pro Rata Share, the Selling Shareholder shall promptly advise the remaining Non -Selling Members (the "Remaining Members") who shall, among them, have the right for ten (10) days following the receipt of such notice, to acquire the balance of the Offered Interest not so purchased (the "Remaining Interest") (i) on a pro -rata basis in accordance with the ratio their respective Pro Rata Shares bear to the Pro Rata Shares of all the Remaining Members, or (ii) as they may otherwise agree among themselves. The amount of the Remaining Interest that each Remaining Member is entitled to purchase under this Section 12.2 shall be referred to as its "Additional Share." 12.3 Exercise of Rights. Each Non -Selling Member may exercise its right of first refusal as to all, but not less than all, of its Pro Rata Share and each Remaining Member may exercise its right of first refusal as to all, but not less than all, of its Additional Share by notifying the Selling Member in writing prior to the end of the applicable exercise period that intends to exercise such right. 12.4 Non -Exercise of Rights. If the Non -Selling Members fail to exercise their rights of first refusal to purchase any or all of the Offered Interest within the periods provided, the Selling Member may convey or dispose of the Offered Interest on terms and conditions no less favorable than those available to the Non -Selling Members pursuant to the right of first refusal. Should terms and conditions more favorable than, or, in any material way, differ from, those offered to the Non -Selling Members be agreed to by the Selling Member and any such third party, the Non -Selling Members shall again have the right of first refusal to acquire such portion or portions of the Selling Member's interest in the Company in accordance with this Article 12. 12.5 No Consent Implied. The failure by the Non -Selling Members to exercise their rights of first refusal shall not be deemed a consent of any Non -Selling Member to allow any third party transferee to become a substitute Member, such consent being controlled by the provisions of Article 11. 12.6 Exclnded Transfers. Notwithstanding any cnutained..in..this .Article 12..in._ the contrary, the right of first refusal granted by this Article 12 shall not apply to transfers of interests in the Company by a Member to (i) any Member of the immediate family of such a Member, or (ii) to the shareholders of such Member or to any member of the immediate family of such shareholders. ARTICLE 13 EXECUTION OF DOCUMENTS Each Member agrees to execute, acknowledge, deliver, file and record such certificates, amendments, instruments and documents, and to do all such other acts and things as may be required by law, or as may, in the opinion of the Managers be necessary or advisable to carry out the intents and purposes of this Agreement, including without limitation, all such certificates, and any other documents and any other acts deemed necessary or appropriate by the Managers for the creation, preservation. termination and dissolution of the Company. 14 990942 ARTICLE 14 AMENDMENTS This Agreement may not be amended without the vote or written consent of Members owning a majority of the Percentage Interests. ARTICLE 15 MISCELLANEOUS 15.1 Notices. Unless otherwise specified in this Agreement, all notices, demands, elections, requests or other communications which any party to this Agreement may desire to be required to give hereunder shall be in writing and shall be given by mailing the same by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 15.1.1 If to Roland Fettig, at 35929 Frontage Road, Roggen CO 80652. 15.1.2 If to any Person which hereafter becomes a Member of the Company, at such address as may be designated by such Person by notice given to the Company as provided in this Section. All notices given in compliance with this Section shall be deemed to have been given or served on the date so mailed. 15.2 Entire Agreement. This Agreement embodies the entire understanding of the Members and there are no further agreements or understandings, written or oral, in effect between the Members relating to the Company or its business. This Agreement supersedes any and all previous agreements and understandings with respect to the Company and its business. 15.3 Severability. Should any provisions of this Agreement be illegal or unenforceable, then (i) such provisions shall he enforced to the maximum extent permined by law, and all parties agree that such scope may be judicially modified, and (ii) such illegal or unenforceable provisions shall be considered separate and severable from this Agreement and its remaining provisions shall remain in force and be binding upon the parties as hereto as though the legal or unenforceable provision or provisions had never been included, unless the result thereof would be to materially and detrimentally alter the benefits or burdens anticipated to be received hereunder by the affected parties. 15.4 Counterparts.This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 15.5 Governing Law. This Agreement is made pursuant to the provisions of the Act and shall be construed accordingly, and to the extent not covered by the Act, shall be 15 990942 governed by the laws of the State of Colorado applicable to agreements entered into and to be entirely performed in that state. 15.6 Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, heirs, successors, and assigns. 15.7 Headings. The headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to limit or effect the meaning or interpretation of this Agreement. 15.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach thereof or the investment made hereby, shall be settled by arbitration in Boulder, Colorado, in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon any award rendered may be entered in any court having jurisdiction thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first stated above. Date Roland K. FettigcY 16 990942 EXHIBIT A LEGAL DESCRIPTION Lot 2, Minor Subdivision No. S-293, according to the map recorded November 18, 1988 in Sock 1216 as Reception No. 2162490, being located in the NE 1/4 of Section 1, Township 2 North. Range 63 West of the 6th P.M., Weld County, Colorado 9S0942 SCHEDULE B Capital Contributions MEMBER Roland K. Fettig INITIAL CAPITAL PERCENTAGE CONTRIBUTION OF OWNERSHIP $100.00 100% 18 9S0942 OPERATING AGREEMENT OF RKF ENTERPRISES, LLC This Operating Agreement (this "Agreement") is entered into effective as of the 1" day of January, 1998, by and between the Members, as each is identified below, as the Members of RICE Enterprises, LLC, a Colorado limited liability company. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Members agree as follows: ARTICLE I DEFINITIONS The following terms used in this Agreement shall (unless otherwise expressly provided in this Agreement or unless the context otherwise requires) have the following meanings: 1.1 "Act" means the Colorado Limited Liability Company Act, as it may be amended from time to time. 1.2 "Additional Share" has the meaning specified in section 12.2 of this Agreement. 1.3 "Agreement" means this Operating Agreement, as it may be amended or supplemented from time to time. 1.4 "Business Plan" means the business plan adopted by the Managers, as it may be amended from time to time. 1.5 "Capital Account" means, with respect to a Member, the amount established and maintained under Article 5 below. 1.6 "Code" means the Internal Revenue Code of 1986, as amended or corresponding provisions of subsequent federal revenue laws and regulations, guidelines, rulings and procedures promulgated thereunder, existing from time to time. 1.7 liability company. "Company" means RKF Enterprises, LLC, a Colorado limited 1.8 "Depreciation" means an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for each fiscal year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an 990942 amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis. 1.9 "Gross Asset Value" means with respect to any asset, the assets adjusted basis for federal income tax purposes, except as follows: 1.9.1 The Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company; 1.9.2 The Gross Asset Values of all Company assets shall be adjusted to equal the respective gross fair market value, as determined by the Manager, at the following times: (i) the acquisition of an interest in the company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property other than money, unless all members receive simultaneous distributions of undivided interests in the distributed property in proportion to their interests in the Company; and (iii) the termination of the company for federal income tax purposes pursuant to Code Section 708(b)(1)(B); and 1.9.3 If the Gross Asset Value of an Asset has been determined or adjusted pursuant to this Section 1.9.1 or 1.9.2, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for the purpose of computing Net Profit and Net Loss. 1.10 "Managers" means Roland K. Fettig and any new or replacement Manager elected pursuant to Section 6.4 of this Agreement. 1.11 "Members" means Roland K. Fettig and such other Persons who are admitted to the Company either as additional or substitute Members. 1.12 "Net Profit" or "Net Loss" for any fiscal year or other period means the taxable income or loss of the Company for such year or period, as the case may be, as determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: 1.12.1 Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profit and Net Loss pursuant to this section 1.12 shall be added to such taxable income or loss; 1.12.2 Any expenditures of the Company described in Code Section 705(a)(2)(B) which are treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net 2 990942 Agreement. Agreement. Agreement. Profit and Net Loss pursuant to this section 1.12, shall be subtracted from such taxable income or loss; 1.12.3 Gain or loss resulting from any disposition of Company property with respect to such gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; 1.12.4 In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance with Section 1.9 hereof; and 1.12.5 Notwithstanding any other provisions of this Section 1.12, items which are specifically allocated pursuant to Article 9 hereof shall not be taken into account in computing Net Profit and Net Loss. Agreement. Agreement. 1.13 "Non -selling Member" has the meaning specified in Section 12.1 of this 1.14 "Offered Interest" has the meaning specified in Section 12.1 of this 1.15 "Payout" means the date when each member has received distributions from the Company equal to such Member's initial capital contribution made pursuant to Section 5.1 of this Agreement. 1.16 "Percentage Interest" means, with respect to each Member, the ratio determined for such Member pursuant to Article 5 of this Agreement. 1.I7 :. ' !P?rscn!' means Lilly iriidividual;- corporation; association;..'partnershlp . limited liability company, joint venture, trust, estate or other entity or organization. 1.18 "Pro Rata Share" has the meaning specified in Section 12.1 of this 1.19 "Property" means the real property located at 35929 Frontage Road, Roggen Colorado 80652, and legally described in Schedule A hereto. 1.20 "Remaining Members" has the meaning specified in Section 12.2 of this 1.21 "Selling Member" has the meaning specified in Section 12.1 of this 990942 ARTICLE 2 NAME, PLACE OF BUSINESS AND FISCAL YEAR 2.1 Name. The name of the Company is RKF Enterprises, LLC, and the business of the Company shall be conducted under such name or one or more other assumed names as designated by the Managers from time to time in accordance with law and upon written notice thereof to the Members. 2.2 Principal Place of Business. The principal place of business of the Company shall be at 35929 Frontage Road, Roggen Colorado 80652. The principal place of business of the Company may be changed by the Managers upon notice to the Members. The records required by Section 7-80-411 of the Act shall be kept at the Company's principal place of business. 2.3 Fiscal Year. The fiscal year of the Company shall be the calendar year. ARTICLE 3 PURPOSE The purpose for which the Company is organized is to engage in any lawful activity relating to the Property, including but not limited to the operation and management of a restaurant, grille, pool hall, saloon and/or sports bar on the Property. ARTICLE 4 TERM The Company was formed on ��t the date of the filing of its Articles of Organization with the Colorado Secretary of State, and shall continue for a term of thirty (30) years from that date, unless sooner dissolved and terminated as provided in this Agreement or extended by the vote or written consent of Members owning a majority of the Percentage Interests. ARTICLE 5 CAPITAL CONTRIBUTIONS 5.1 Members. Upon the signing of this Agreement, each of the Members shall contribute to the Capital of the Company cash in the amount set forth immediately opposite the Member's name on Schedule B hereto. The Members shall own all of the Percentage Interests in the Company as of the date of this Agreement, which Percentage Interests shall be allocated among the Members as reflected on Schedule B hereto. 5.2 Additional Capital Contributions. The Managers may recommend that the Members contribute additional capital to the Company. Such recommendation shall be made in writing and shall specify the amount and purpose of such contribution and the payment date of the same. If all Members unanimously consent in writing, the approved contribution shall be an additional capital call against each member pro rata to its Percentage Interest and the collection of 4 9S0942 the same may be legally enforced as a debt against the non-contributing Member. If all Members do not consent, the consenting Members shall have the right, but not the obligation, of contributing such capital to the Company in the proportion that they agree among themselves. In no event shall any Member be required, without its prior written consent, to make any additional capital contributions to the Company. To the extent any additional capital contributions are made pursuant to this Section 5.2, the Percentage Interests of Members shall be adjusted accordingly. 5.3 Capital Account Deficit. No Member shall be required to contribute to the Company upon its dissolution and termination any deficit then existing in its Capital Account. 5.4 Capital Accounts. A Capital Account shall be established and maintained for each Member in accordance with the following provisions: 5.4.1 Each Member's Capital Account shall begin with the initial Capital Account as set forth as the value of the Member's Initial Contribution opposite the Member's name on the signature pages hereto and shall be credited with any additional capital contributions it may make, by its distributive share of Net Profits, and by any items in the nature of income or gain that are specifically allocated pursuant to Article 9 below. 5.4.2 Each Member's Capital Account shall be debited by the amount of cash and the Gross Asset Value of any Company property distributed to such Member pursuant to any provision of this Agreement, and by such Member's distributive share of Net Losses. In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. In the event the Gross Asset Value of the Company assets are adjusted pursuant to Section 1.9 hereof, the Capital Accounts of all Members shall be adjusted simultaneously to reflect the aggregate net adjustments as if the Company recognized gain or loss equal to the amount of such aggregate net adjustment. The foregoing provision and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704- 1(b), and shall be interpreted and applied in a manner consistent with such regulation. In the event the Managers shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Managers may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member upon dissolution of the Company. The Managers shall adjust the amounts debited or credited to Capital Accounts with respect to (i) any property contributed to the Company or distributed to the Members and (ii) any liabilities that are secured by such contributed or distributed property or that are assumed by the Company or the Members, in the event the Managers shall determine such adjustments are necessary or appropriate pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv). The Managers also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b). 5 90942 ARTICLE 6 POWERS AND DUTIES OF THE MANAGERS 6.1 General Powers. Subject to the provisions of this Agreement and the Act, management of the Company's business and affairs shall be vested in the Managers. The Managers shall have exclusive right and full authority to manage, conduct and operate the Company's business and effect the provisions of this Agreement, including, without limitation, the power to: 6.1.1 Retain on behalf of the Company, any Members, or any other person (including, without limitation, accountants, attorneys, architects and secretaries) as employees or independent contractors to render services to the Company at market rates at the Company's expense; 6.1.2 Execute any and all agreements, contracts, documents, certificates, assignments and other instruments deemed by the Manager to be necessary or convenient in connection with the Company's business; 6.1.3 Discharge or otherwise provide for the payment of Company obligations; and 6.1.4 Compromise, arbitrate or make other adjustments of claims in favor of or against the Company and commence or defend any litigation with respect to the Company or any assets of the Company. 6.2 Actions by the Managers. Any action permitted or required to be taken by the Managers under this Agreement or pursuant to the Act shall be made with the mutual agreement of the Managers. 6 a ...,outlet. of Managers, • .Each, Manager .shttll-pe€f n>hia-dutiesw -rr gager in good faith, in a manner he reasonably believes to be in the best interest of the company, and with such care as an ordinary prudent person in a like position would use under similar circumstances. Each Manager who so performs his duties shall not have any liability by reason of being or having been an Manager of the Company. 6.4 Number. Election. Term and Removal. Initially, there shall be one (1) Manager. Thereafter the number of Managers may be increased (and never fewer than one) by the vote or written consent of Members owning a majority of the Percentage Interests. 6.4.1 The Managers shall hold office until their resignation or removal. 6.4.2 Any vacancies occurring in the Managers may be filled by the vote or written consent of Members owning a majority of the Percentage Interests. Managers need not be residents of Colorado or Members of the Company. 990942 6.4.3 Any or all Managers may be removed, with or without cause, upon the vote or written consent of Members owning a majority of the Percentage Interests. Any Manager may be removed for cause by another Manager or by the action of Members owning a majority of the Percentage Interests. For purposes of this Agreement, "for cause" shall mean and be limited to the following: (i) breach of the terms of this Agreement by such Manager, in any material respect, which breach is not corrected by such Manager within thirty (30) days after written notice thereof is given to such Manager by the Company or the Members or if any such breach would reasonably require more than thirty (30) days to rectify, unless such Manager commences rectification within thirty (30) day notice period and thereafter promptly, effectively and continuously proceeds with the rectification of the breach; (ii) conviction of such Manager or any of its employees of a crime directly or indirectly related to its responsibilities hereunder; (iii) such Manager applies for or consents to the appointment of a receiver or if a receiver is appointed for such Manager and is not discharged within sixty (60) days from the date of its appointment; or if any bankruptcy, or insolvency law now or hereafter enacted or any dissolution or liquidation proceeding whatsoever is instituted by or against such Manager which remains undismissed for ninety (90) days, or if. in any such proceeding, such Manager or such Manager's trustee elects to reject this Agreement, or allows this Agreement to be automatically rejected as a matter of law: 6.5 Tax Matters Manager. Roland K. Fettig shall be the Tax Matters Manager, and as such, shall: 6.5.1 Have the authority, on behalf or the Company, to negotiate with the Intemal Revenue Service and any representatives thereof in any administrative or judicial proceeding (including the right to commence, appear in, defend and discontinue any such proceeding) involving a deficiency or refund of federal income taxes; 6.5.2 Have the authority, on behalf of the Company, to settle any federal income tax matters involving the Company either before or after a judicial proceeding; Fla 3...- 1:1,9€, t);e:authority,:on.bellalf-of Ow Cr nporzy; to do suck otherart6-, or deeds and execute all such documents on behalf of the Company as may be necessary or appropriate to carry the foregoing into effect; and 6.5.4 Be obligated to keep the Members reasonably informed with respect to the status of such matters. 6.6 Tax Returns and Elections. The Tax Matters Manager shall: 6.6.1 Cause all required income tax returns of the company for each fiscal year to be filed when due, and furnish the Members within 90 days of the close of such fiscal year, all information necessary to enable such Members to include in their own income tax returns all items required to be so included by reason of their being Members; and 7 990942 6.6.2 Make such elections on behalf of the company under the code and other applicable tax laws as he deems appropriate. 6.7 Out -of -Pocket Expenses. Managers shall be entitled to reimbursement for all out-of-pocket expenses incurred while acting on behalf of the Company (including organizational expenses). 6.8 Members' Consent. The Managers shall not, without the vote or written consent of Members owning a majority of the Percentage Interests, cause the Company to engage in any business having a purpose other than those stated in Article 3 of this Agreement. 6.9 Other Business Opportunities; Devotion to Duty. 6.9.1 Nothing in this Agreement shall be deemed to restrict in any way the rights of any Manager or any Member, or any affiliate of the foregoing, to conduct any business or activity whatsoever (including business or activities that compete with the Company's) without any accountability to the Company or to the Members. 6.9.2 Each Manager shall be required to devote to the Company's affairs such amount of time (but no more than such amount of time) as is reasonably necessary to the performance of its duties hereunder. 6.9.3 A Member or Manager may lend money to, act as surety for, and transact other business with the Company and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not a Member or Manager. Members acknowledge that neither the Company nor the other Members shall have any rights in or to any income or profits of such other Persons derived from any of the foregoing. 6.10 Liability for Management; Indemnification. The management, conduct and operation of the Company's business shall be at the expense and risk of the Company and not at ,She„exnep^f and riskof rhe—managers:--Ths Comp• .y xhall-.indemnify--anthhSplrarrnl:rss each,, Manager in its capacity as Manager pursuant to the procedures set forth in, and to the fullest extent authorized by, the act as the same exists or may hereafter be amended. The right to indemnification provided herein shall be a contract right and shall include the right to be paid by the Company in accordance with the Act for expenses incurred in advance of any proceeding's final disposition. The foregoing rights of indemnification shall not be exclusive of other rights to which any Manager may be entitled as a matter of law. ARTICLE 7 PROVISIONS RELATING TO MEMBERS 7.1 Admission of New Members. Additional Members (other than substitute Members under Article 11) may be admitted only upon the vote or written consent of Members owning two thirds of the Percentage Interests. 8 950942 7.2 Voting of Members. Except as otherwise provided in this Agreement, the vote of Members owning at lease a majority of the Percentage Interests shall be required for any action permitted or required to be taken by the Members. A Member may vote in person or by proxy at any meeting of Members. 7.3 Meeting of Members. 7.3.1 Meetings of Members may be held at such time and place, as may be determined by the Manager or the Member calling the meeting. 7.3.2 An annual meeting of the Members shall be held at such time and place as shall be determined by the Managers during each fiscal year of the Company. 7.3.3 Special Meeting of the Members may be called by a Manager or by any Member. 7.3.4 Written notice stating the place, day and hour of the Meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the discretion of the Manager or the Member calling the meeting, to each member of record entitled to vote at such meeting. A waiver of notice in writing, signed by the Member entitled to such notice before, at, or after the time of the meeting stated in the notice shall be equivalent to the giving of such notice. 7.3.5 When a meeting is adjourned to another time or place, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. 7.3.6 By attending a meeting, a Member waives objection to the lack of notice or defective notice unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transaction of business at the meeting. A member who attends a igejing aisn_c✓aives:%ibjection.to cariFideratioR=at sru:.hmeeting .of a-partieulac.matternot- thin The: purpose described in the notice unless the Member objects to considering the matter when it is presented. 7.4 Resignation of Member. A Member may resign from the Company at any time by giving written notice to the other Members; however, such resignation shall be in violation of this Agreement unless unanimously approved by the other Members. 7.5 Limitation of Liability. Neither the Members nor the Managers shall be liable under a judgment, decree or order of a court, or in any other manner, for costs, a debt, obligation or liability of the company. 7.6 Action by Written Consent. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more 990942 9 written consents describing the action taken and signed by Members owning the amount of Percentage Interests required with respect to such action. ARTICLE 8 DISTRIBUTIONS 8.1 Distributions. 8.1.1 Distributions shall be made at such times and in such amounts as are determined by the Managers. All distributions shall be made on a pro rata basis among the Members based upon their respective Percentage Interests. 8.1.2 No Member shall be entitled to a return of its capital contribution except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement. 813 Notwithstanding anything in this Section 8.1 to the contrary, no distributions shall be made in violation of the Act. 8.2 Termination Distribution. Upon dissolution and termination of the Company, the provision of Article 10 shall take precedence over the provisions of this Article 8. 8.3 Compensation. Amounts payable to any other person other than in its capacity as a Member, such as for services rendered, goods purchased, loans guaranteed or money borrowed, shall not be treated as a distribution for purposes of this Article 8. ARTICLE 9 ALLOCATION OF NET PROFITS AND NET LOSES . 9 1.. ,: llosation. Net.Prefits and xT t Lssies for -any peried',shaWbe aldoceated= . r< on a pro rata basis among Members based upon their respective Percentage Interest. 9.2 Special Allocation. The Members understand that for income tax purposes the Company's adjusted basis of property contributed by the Members or held by the Company may differ from the value at which the property was accepted by the Company at the time of its contribution or the property's Gross Asset Value. The Members agree that, solely for income tax purposes, income, gain, loss and deduction with respect to property contributed to the Company by any Member and property held by the Company in which the Gross Asset Value is different than the Company's basis shall be allocated among the Members, so as to take account of the variation between the basis of the property to the Company and its fair market value at the time of contribution or its Gross Asset Value, in the manner provided in Section 704(c) of the code. 9.3 Specific Items of Net Profit or Loss. The items comprising any Net Profit or Net Loss of the Company for income tax purposes (e.g., items of income, gain, deduction and 10 950942 credit) shall be allocated among the Members in the same proportion as such Net Profit or Net Loss is allocated. Any expenses allocated to a Member under Section 9.6 hereof shall be disregarded in computing or allocating any Net Profit or Net Loss under this Article 9 (but shall be taken into account as a reduction in such Member's Capital Account). If any increase or decrease arises under Section 743 of the Code in the adjusted basis of Company property with respect to any Member, such increase or decrease shall be taken into account by such Member individually, without affecting its Capital Account, or its share of Net Profit or Net Loss, or the rights to Company distributions under this Agreement. 9.4 Split Ownership. To the extent Section 461 or 706 of the Code does not require otherwise, if for federal income tax purposes it is necessary to allocate a portion of any year's Net Profit or Net Loss among two or more persons who owned the same interest in the Company at different times during such year, the allocation shall be made in proportion to the number of days in such year that each person owned such interest (treating ownership as in the transfer or on the day of any transfer), or in such other manner as may be agreed in writing by Tax Matters Manager and all such Persons. The preceding sentence shall not apply to any portion of any Net Profit or Net Loss for such year which is derived from any sale or exchange of Company property during such year, but instead such profit, loss or deduction (to the extent allocable to the interest in question) shall be allocated for federal income tax purposes to the Person owning the interest in question at the time such sale or exchange occurs or such deduction arises. The first sentence of this Section 9.4 shall not apply with respect to any expense described in Section 9.6 hereof, but instead the portion of such expense allocable to the Company interest in question shall be allocated between the two or more persons in question in a manner selected by the Tax Matters Manager and deemed equitable by it. 9.5 New Member's Interests. If any new Member is admitted or any Member's interest in the Company is completely terminated by the liquidation of such interest, then (notwithstanding, anything in this Agreement to the contrary) the year of such admission or liquidation shall be divided into two segments, one ending on the day before such admission or on the day of such liquidation and the other beginning on the day of such admission or on the day following such liquidation,.anci the..Net Profit Q Net Loss fo.-:each segment shall be determined and allocated as though each segment were a separate Company fiscal year. Each segment shall itself be divided into two or more segments, in accordance with the principles of the preceding sentence, as necessary to reflect any one or more additional admissions or liquidations referred to in such sentence. 9.6 Basis Adjustments. If there occurs an event which would permit an increase (deemed by Tax Matters Manager to be a material increase) in the adjusted basis of Company property under Section 734 or 743 of the Code (and for all subsequent taxable years of the Company), the Tax Matters Manager may, at its option, make the election provided for in Section 754 of the Code. If the Tax Matters Manager makes such election, it shall allocate the legal, accounting and other expenses incurred by the Company from time to time as a result of basis adjustments under Section 743 of the Code among those Members with respect to whom such adjustments are made (with such allocations to be made in a manner or manners selected by the Tax 11 9SO942 Matters Manager from time to time and deemed equitable by it, and with cash flow distributions to such Members to be reduced as soon as feasible by the amount of such allocations). 9.7 Qualified Income Offset. In the event any Member unexpectedly receives adjustments, allocations, or distributions described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), or 1.704-1(b)(2)(ii)(d)(6), items of Company Net Profit shall be specially allocated to such Member in amount and manner sufficient to eliminate any deficit balance in its Capital Account credited by such adjustments, allocations or distributions as quickly as possible. This Section 9.7 is intended to be a "qualified income offset" as defined in Treasury Regulation Section 1.704-1(b)(2)(ii)(d),and shall be construed in accordance with such intention. 9.8 Minimum Gain Chargeback. Notwithstanding the foregoing provisions of this Article 9 to the contrary, if there is a net decrease in Company minimum gain during the Company's taxable year, each Member must be allocated item of Company Net Profit for that year equal to the Member's share of the net decrease in Company minimum gain. This Section 9.8 is intended to constitute a "minimum gain chargeback" provision described in Treasury Regulation Section 1.704-2(f) and shall be construed in accordance with such intention. 9.9 Allocations Pursuant to Section 9.7 and 9.8. Any allocations of items of Net Profit pursuant to Section 9.7 and 9.9 above shall, to the maximum extent possible, consistent with such sections, be taken into account into computing contemporaneous and subsequent allocations of items of Net Profit and Net Loss so that the amount and character of Net Profit and Net Loss allocated to each Member pursuant to this Article, including depreciation recapture, shall be equal to what would have been allocated to each member in the absence of Sections 9.7 and 9.8. ARTICLE 10 DISSOLUTION AND TERMINATION 10.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any one oftr;i.fotlow ng e\ents: -_ 10.1.1 Expiration of the term of the Company under Article 4; 10.1.2 The unanimous written agreement of all the Members; or 10.1.3 The death, bankruptcy, or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in the Company. 10.2 Continuation of the Company. Notwithstanding Section 10.1.3 of this Agreement, the business of the Company may be continued on the terms and conditions of this Agreement on the occurrence of an event therein described, if the business of the Company is continued by the consent of all the remaining Members(s) within ninety days after the termination and there are at least two remaining Members. 12 980942 10.3 Dissolution and Termination. Upon the dissolution and termination of the Company (the Company not being continued pursuant to Section 10.2 above), the Managers shall proceed with reasonable promptness to sell or otherwise dispose of the assets owned by the Company subject to the provisions of this Agreement. Upon dissolution and termination, except as otherwise required by law, the assets of the Company (including any net proceeds from disposition of assets pursuant to the preceding sentence) shall be used and distributed in the following order: 10.3.1 to pay or provide for the payment of all Company liabilities and liquidating expenses and obligations; and 10.3.2 to distribute to the Members any remaining assets of the Company in accordance with the distribution provisions of Section 8.1.1. ARTICLE 11 TRANSFER OF INTEREST No Member may assign, transfer ,donate, pledge or otherwise encumber (hereafter "transfer") all or any part of its membership interest in the Company without the unanimous prior written consent of the Managers which consent may be withheld in their sole and absolute discretion. Notwithstanding the consent of the Managers to the transfer, if all Members other than the Member proposing to transfer its interest do not consent to the proposed transfer by unanimous written consent, the transferee of the membership interest shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled. ARTICLE 12 RIGHT OF FIRST REFUSAL Each Member shall have the following right of first refusal: 12.1 Notification of Offer. If any other Member receives an offer from a third party to acquire in any way or manner all or any portion of such Member's interest in the Company (the "Offered Interest") which such Member (the "Selling Member") wishes to accept, the Selling Member shall promptly advise the Members other than the Selling Member (the "Non -Selling Members") in writing of such offer, including the name and address of the third party and the terms and conditions of the offer. Each Non -Selling Member shall have the right, for thirty (30) days following the receipt of such notice, to acquire, under the same terms and conditions as offered by such third party, that portion of the Offered Interest as shall be equal to the Percentage Interest represented by the Offered Interest Multiplied by a fraction, the numerator of which shall be the Percentage Interest of such Non -Selling Member and the denominator of which shall be aggregate Percentage Interests of the Non -Selling Members. The portion of the Offered Interest that each Non -Selling Member is entitled to purchase under this Section shall be referred to as its "Pro Rata Share". 13 980942 12.2 Partial Exercise of Right. If any one or more of the Non -Selling Members fail to exercise their right of first refusal as to their full Pro Rata Share, the Selling Shareholder shall promptly advise the remaining Non -Selling Members (the "Remaining Members") who shall, among them, have the right for ten (10) days following the receipt of such notice, to acquire the balance of the Offered Interest not so purchased (the "Remaining Interest") (i) on a pro -rata basis in accordance with the ratio their respective Pro Rata Shares bear to the Pro Rata Shares of all the Remaining Members, or (ii) as they may otherwise agree among themselves. The amount of the Remaining Interest that each Remaining Member is entitled to purchase under this Section 12.2 shall be referred to as its "Additional Share." 12.3 Exercise of Rights. Each Non -Selling Member may exercise its right of first refusal as to all, but not less than all, of its Pro Rata Share and each Remaining Member may exercise its right of first refusal as to all, but not less than all, of its Additional Share by notifying the Selling Member in writing prior to the end of the applicable exercise period that intends to exercise such right. 12.4 Non -Exercise of Rights. If the Non -Selling Members fail to exercise their rights of first refusal to purchase any or all of the Offered Interest within the periods provided, the Selling Member may convey or dispose of the Offered Interest on terms and conditions no less favorable than those available to the Non -Selling Members pursuant to the right of first refusal. Should terms and conditions more favorable than, or, in any material way, differ from, those offered to the Non -Selling Members be agreed to by the Selling Member and any such third party, the Non -Selling Members shall again have the right of first refusal to acquire such portion or portions of the Selling Member's interest in the Company in accordance with this Article 12. 12.5 No Consent Implied. The failure by the Non -Selling Members to exercise their rights of first refusal shall not be deemed a consent of any Non -Selling Member to allow any third party transferee to become a substitute Member, such consent being controlled by the provisions of Article 11. 12.6 ._:ExcludedTransfexs Notivithstanding•ark-contained 'in tins -Article 12 to the contrary, the right of first refusal granted by this Article 12 shall not apply to transfers of interests in the Company by a Member to (i) any Member of the immediate family of such a Member, or (ii) to the shareholders of such Member or to any member of the immediate family of such shareholders. ARTICLE 13 EXECUTION OF DOCUMENTS Each Member agrees to execute, acknowledge, deliver, file and record such certificates, amendments, instruments and documents, and to do all such other acts and things as may be required by law, or as may, in the opinion of the Managers be necessary or advisable to carry out the intents and purposes of this Agreement, including without limitation, all such certificates, and any other documents and any other acts deemed necessary or appropriate by the Managers for the creation, preservation, termination and dissolution of the Company. 14 980942 ARTICLE 14 AMENDMENTS This Agreement may not be amended without the vote or written consent of Members owning a majority of the Percentage Interests. ARTICLE 15 MISCELLANEOUS 15.1 Notices. Unless otherwise specified in this Agreement, all notices, demands, elections, requests or other communications which any party to this Agreement may desire to be required to give hereunder shall be in writing and shall be given by mailing the same by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 15.1.1 If to Roland Fettig, at 35929 Frontage Road, Roggen CO 80652. 15.1.2 If to any Person which hereafter becomes a Member of the Company, at such address as may be designated by such Person by notice given to the Company as provided in this Section. All notices given in compliance with this Section shall be deemed to have been given or served on the date so mailed. 15.2 Entire Agreement. This Agreement embodies the entire understanding of the Members and there are no further agreements or understandings, written or oral, in effect between the Members relating to the Company or its business. This Agreement supersedes any and all previous agreements and understandings with respect to the Company and its business. 15.3 Severability. Should any provisions of this Agreement be illegal or unenforceable. then (i) such provisions shall b: enforeed to the maximum extent permitted bylaw, and all parties agree that such scope may be judicially modified, and (ii) such illegal or unenforceable provisions shall be considered separate and severable from this Agreement and its remaining provisions shall remain in force and be binding upon the parties as hereto as though the legal or unenforceable provision or provisions had never been included, unless the result thereof would be to materially and detrimentally alter the benefits or burdens anticipated to be received hereunder by the affected parties. 15.4 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 15.5 Governing Law. This Agreement is made pursuant to the provisions of the Act and shall be construed accordingly, and to the extent not covered by the Act, shall be 15 980942 governed by the laws of the State of Colorado applicable to agreements entered into and to be entirely performed in that state. 15.6 Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, heirs, successors, and assigns. 15.7 Headings. The headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to limit or effect the meaning or interpretation of this Agreement. 15.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach thereof or the investment made hereby, shall be settled by arbitration in Boulder, Colorado, in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon any award rendered may be entered in any court having jurisdiction thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first stated above. Roland K. Fettig' 16 980942 EXHIBIT A LEGAL DESCRIPTION Lot 2, Minor Subdivision No. S-293, according to the map recorded November 18, 1988 in Book 1216 as Reception No. 2162490, being located in the NE 1/4 of Section 1, Township 2 North. Range 63 Wes: of the 6th P.M., Weld County, Colorado 980942 SCHEDULE B Capital Contributions MEMBER Roland K. Fettig INITIAL CAPITAL PERCENTAGE CONTRIBUTION OF OWNERSHIP 18 $100.00 100% 980942 &IA )6,--5- STATE OF COLORADO S_Lretar 4 of State 1560 E:r o,adwav Suite 200 Denver, Colorado 80202 04-2S-1998 11:25:47 ??v¢¢ l{'�l�uf� i r $ 60.00 j1.f 1 •! t u1 0! 8V I i 1 98094 r : r. r. a : i ��'• 1 r L j1 1?'. _s-rc . jia••ie % STATE OF COLORADO SECRETARY OF STATE CASH RECEIPT DIVISION DATE RECEIVED NO. OF DOCUMENTS CLERK 980942 ARTICLES OF ORGANIZATION OF RKF ENTERPRISES, LLC The undersigned natural person of the age of eighteen years or more acting as organizer, desiring to form a limited liability company pursuant to the Colorado Limited Liability Company Act, does hereby sign, verify and deliver to the Colorado Secretary of State, these Articles of Organization. ARTICLE I NAME/PRINCIPAL PLACE OF BUSINESS The name of the limited liability company shall be RKF ENTERPRISES, LLC . The principal place of business of the limited liability company shall be 35929 Access Road, I-76, P.O. Box 57, Roggen Colorado 80652. ARTICLE II REGISTERED AGENT The initial registered agent for service of process for the limited liability company shall be Roland K. Fettig, having a business address of 35929 Access Road, I-76, P.O. Box 57, Roggen Colorado 80652. ARTICLE III MANAGERS The initial managers of the limited liability company, who shall hold office untilctl%'firstannual meeting of members or until his successor(s) are elected pursuant to the operating S emeatt of the limited liability company, shall be: m Roland K. Fettig 35929 Access Road, I-76 P.O. Box 57 Roggen, CO 80652 ARTICLE IV MANAGEMENT -n IV n CC r _. Management of the limited liability company shall be vested in the managers, as more particularly set forth in the Operating Agreement. IN WITNESS WHEREOF, the following person has executed these ARTICLES OF ORGANIZATION, as Organizer, this 28th day of April, 1998. /17 Rudiger H. Fettig - Organizer 52 Illini Court Boulder, CO 80303 990942 BUSINESS LEASE (Net, Net, Net) THIS LEASE ("Lease") is made as of this 1st day of January, 1998, between KARL A. FETTIG (the "Lessor") and MOTEL ROGGIN, LLC, a Colorado limited liability company (the "Lessee"). IN CONSIDERATION of the payment of the rent and the performance of the covenants and agreements by the Lessee set forth below, the Lessor does hereby lease to the Lessee the following described property situate in the County of Weld, in the State of Colorado, commonly described as 35929 Access Road, 1-76. Units 8-36, and 35929-A Access Road, 1-76. Roggen. CO 80652, as legally described and as depicted on Exhibit A attached hereto (the "Premises"). TO HAVE AND TO HOLD the same with all the appurtenances unto the said Lessee from twelve o'clock noon on the 1st day of January, 1998, and until twelve o'clock noon on the 31st day of December. 1999, at and for a rental for the full term of $42,000.00 payable in monthly installments of $2,000.00, on or before twelve o'clock noon commencing on the first (15t) day of April, 1998 and continuing each calendar month thereafter during the term of this Lease at the office of the Lessor at 4455 Chippewa Drive, Boulder, Colorado 80303, without notice. The Lessee, in consideration of the leasing of the Premises, agrees as follows: 1. To pay the rent for the Premises above -described. 2. To pay to the Lessor, or to pay directly, those items listed below, or the Lessee's proportional share thereof, which for the purposes of this Lease is deemed to be 100%, which amount shall be considered as additional rent, and shall be due on the presentation of the appropriate bill to the Lessee; (a) all taxes, assessments, and other governmental charges which are levied against and may create a statutory lien upon the Premises which are levied or assessed during the term of this Lease (exclusive of 1997 taxes and assessments, which Lessor hereby agrees to pay); (b) all premiums for fire and extended coverage insurance, property damage, and liability insurance in such amounts as the Lessor may reasonably require; and (c) all costs and expenses of repairing and maintaining the improvements, all of their components, and all land surrounding the improvements (as depicted on Exhibit B). 3. To keep the improvements upon the Premises, including sewer connections, plumbing, wiring and glass in good repair, all at Lessee's expense, and at the expiration of this Lease to surrender the Premises in as good a condition as when the Lessee entered the Premises, loss by fire, inevitable accident, and ordinary wear excepted. To keep all sidewalks on and around the Premises free and clear of ice and snow, and to keep the entire exterior Premises free from all litter, dirt, debris and obstructions; to keep the Premises in a clean and sanitary condition as required by the ordinances of the city and county in which the property is situate. 4. Not to assign the lease or any interest therein without the written consent of the 990942 Lessor; however, Lessee shall have the right to freely sublet any part of the Premises. 5. To use the Premises only as a motel, studio apartments, and a restaurant/lounge/saloon, and to use the Premises for no purposes prohibited by the laws of the United States or the State of Colorado, or of the ordinances of the city or town in which said Premises are located, and for no improper or questionable purposes whatsoever, and to neither permit nor suffer any disorderly conduct, noise or nuisance having a tendency to annoy or disturb any persons occupying adjacent Premises. 6. To neither hold nor attempt to hold the Lessor liable for any injury or damage, either proximate or remote, occurring through or caused by the repairs, alterations, injury or accident to the Premises, or adjacent premises, or other parts of the above Premises not herein demised, or by reason of the negligence or default of the owners or occupants thereof or any other person, nor to hold the Lessor liable for any injury or damage occasioned by defective electric wiring, or the breakage or stoppage of plumbing or sewerage upon said Premises or upon adjacent Premises, whether breakage or stoppage results from freezing or otherwise; to neither permit nor suffer said premises, or the walls or floors thereof, to be endangered by overloading, nor said Premises to be used for any purpose which would render the insurance thereon void or the insurance risk more hazardous, nor make any alterations in or changes in, upon, or about said Premises without first obtaining the written consent of the Lessor therefore, but to permit the Lessor to place a "For Rent" card or sign upon the Premises at any time after sixty (60) days before the end of this Lease. 7. To allow the Lessor to enter upon the Premises at any reasonable hour. 8. To pay all charges for water and water rents, and for heating and lighting of the building in which said Premises are located. IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LESSOR AND LESSEE AS FOLLOWS: 9. No assent, express or implied, to any breach of any one or more of the agreements hereof shall be deemed or taken to be a waiver of any succeeding or other breach. Any payment by Lessee, on acceptance by Lessor; of a-1 ssc'r, amoune than due shall be treat'ed`Only V'apayment`6 account. Further, failure of the Lessor to timely bill for taxes, insurance or repairs, as required herein, shall not be deemed a waiver of the Lessee's liability to pay same. 10. If, after the expiration of this Lease, the Lessee shall remain in possession of the Premises and continue to pay rent without a written agreement as to such possession, then such tenancy shall be regarded as a month -to -month tenancy, at a monthly rental, payable in advance, equivalent to the last month's rent paid under this Lease, and subject to all the terms and conditions of this Lease. 11. If the Premises are left vacant and any part of the rent reserved hereunder is not paid, then the Lessor may, without being obligated to do so, and without terminating this Lease, retake possession of the said Premises and rent the same for such rent, and upon such conditions as the Lessor may think best, making such change and repairs as may be required, giving credit for the amount of rent so received less all expenses of such changes and repairs, and the Lessee shall be liable for the 980942 balance of the rent herein reserved until the expiration of the term of this Lease. 12. The Lessor acknowledges receipt of a deposit in the amount of $ -0- to be held by the Lessor for the faithful performance of all of the terms, conditions and covenants of this Lease. The Lessor may apply the deposit to cure any default under the terms of this Lease and shall account to the Lessee for the balance. The Lessee may not apply the deposit hereunder to the payment of the rent reserved hereunder or the performance of other obligations. 13. If any part of the rent provided to be paid herein is not paid when due, or if any default is made in any of the agreements by the Lessee contained herein, it shall be lawful for the Lessor to declare the term ended, and to enter into the Premises, either with or without legal process, and to remove the Lessee or any other person occupying the Premises, using such force as may be necessary, without being liable to prosecution, or in damages therefor, and to repossess the Premises free and clear of any rights of the Lessee. If, at any time, this Lease is terminated under this paragraph, the Lessee agrees to peacefully surrender the Premises to the Lessor immediately upon termination, and if the Lessee remains in possession of the Premises, the Lessee shall be deemed guilty of forcible entry and detainer of the Premises, and, waiving notice, shall be subject to forcible eviction with or without process of law. 14. In the event of any dispute arising under the terms of this Lease. or in the event of non-payment of any sums arising under this Lease and in the event the matter is turned over to an attorney, the party prevailing in such dispute shall be entitled, in addition to other damages or costs, to receive reasonable attorney's fees from the other party. 15. In the event any payment required hereunder is not made within fifteen (15) days after the payment is due, a late charge in the amount of three percent (3%) of the payment will be paid by the Lessee. 16. In the event of a condemnation or other taking by any governmental agency, all proceeds shall be paid to the Lessor hereunder, the Lessee waiving all right to any such payments. 17. This Lease is made with the express understanding and agreement that, in the event the I.essce bermes insolvent, or i, kclared a bunkrxpt, then; in either eVcnt,'tire ₹.`essYr`Yriay declare this Lease ended, and all rights of the Lessee hereunder shall terminate and cease. THIS LEASE shall be binding on the parties, their personal representatives, successors and assigns. LESSOR: LESSEE: By: Roland K. Fettig, Manage 980942 EXHIBIT A Legal Description and Site Plan -LEGEND- A-1 story frame restaurant. B------1 story fra{np motel . (U,fs 2 f C— d Siort'tan,c Ynnrcf /Stud'i o ,pt { UrtI#fl' -3 D -Frame 'shed. E -Concrete patio and pool. F -Concrete cistern. G- Aluminum cooler bldg. H- Unleased Area an4 Units (cross-W-chGO LEGAL DESCRIPTION Lot 2 of Minor Subdivision No. S-293 according to the map recorded November 18, 1988 in Book 1216 at Reception No. 2162490, being located in the Northeast Quarter (NEI) of Section 1, Township 2 North, Range 63 West of the 6th P.M., County of Weld, State of Colorado. 980942 SUBLEASE THIS SUBLEASE ("Sublease") is made as of this 1s` day of April, 1998, between MOTEL ROGGIN, LLC, (the "Lessor") and RKF ENTERPRISES, LLC, a Colorado limited liability company d/b/a OLD SADDLE SALOON (the "Lessee"). IN CONSIDERATION of the payment of the rent and the performance of the covenants and agreements by the Lessee set forth below, the Lessor does hereby sublease to the Lessee the following described property situate in the County of Weld, in the State of Colorado, commonly described as 35929-A Access Road, I-76. Roggen. CO 80652, as legally described and depicted on Exhibit A attached hereto (the "Premises"), together with such access and parking rights on those portions of the real property identified as "unleased" on said Exhibit A which may, in Lessor's reasonable discretion, be necessary for operation of Lessee's business. TO HAVE AND TO HOLD the same with all the appurtenances unto the said Lessee from twelve o'clock noon on the 1st day of April, 1998, and until twelve o'clock noon on the 31st day of December, 1999, at and for a rental in monthly installments of $500.00, on or before twelve o'clock noon commencing on the first day upon which Lessee is granted its liquor license and continuing each calendar month thereafter during the term of this Sublease at the office of the Lessor at 35929 Access Road, I-76, Roggen, CO 80652, without notice. Lessee hereby covenants and agrees to use its best efforts to apply for and obtain a liquor license as expeditiously as possible. The Lessee, in consideration of the subleasing of the Premises, agrees as follows: 1. To pay the rent for the Premises above -described. 2. To keep the improvements upon the Premises, including sewer connections, plumbing, wiring and glass in good repair, all at Lessee's expense, and at the expiration of this Sublease to surrender the Premises in as good a condition as when the Lessee entered the Premises, loss by fire, inevitable accident, and ordinary wear excepted. To keep all sidewalks on and around the Premises free and clear of ice and snow, and to keep the entire exterior Premises free from all litter, dirt, deter and obstructions; to keep the Premises in a clean and senitary• condition' as required - by the ordinances of the city and county in which the property is situate. 3. To sublet no part of the Premises, and not to assign the lease or any interest therein without the written consent of the Lessor. 4. To use the Premises only as a restaurant/lounge/saloon, and to use the Premises for no purposes prohibited by the laws of the United States or the State of Colorado, or of the ordinances of the city or town in which said Premises are located, and for no improper or questionable purposes whatsoever, and to neither permit nor suffer any disorderly conduct, noise or nuisance having a tendency to annoy or disturb any persons occupying adjacent Premises. 5. To neither hold nor attempt to hold the Lessor liable for any injury or damage, either proximate or remote, occurring through or caused by the repairs, alterations, injury or accident to the Premises, or adjacent premises, or other parts of the above Premises not herein demised, or by reason 980942 of the negligence or default of the owners or occupants thereof or any other person, nor to hold the Lessor liable for any injury or damage occasioned by defective electric wiring, or the breakage or stoppage of plumbing or sewerage upon said Premises or upon adjacent Premises, whether breakage or stoppage results from freezing or otherwise; to neither permit nor suffer said premises, or the walls or floors thereof, to be endangered by overloading, nor said Premises to be used for any purpose which would render the insurance thereon void or the insurance risk more hazardous, nor make any alterations in or changes in, upon, or about said Premises without first obtaining the written consent of the Lessor therefore, but to permit the Lessor to place a "For Rent" card or sign upon the Premises at any time after sixty (60) days before the end of this Sublease. 6. To allow the Lessor to enter upon the Premises at any reasonable hour. 7. To pay all charges for water and water rents, and for heating and lighting of the building in which said Premises are located. IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LESSOR AND LESSEE AS FOLLOWS: 8. This Lease is subject to all of the terms and conditions of that primary Business Lease for certain leased premises which include the Premises executed by Lessor as of January 1, 1998. Lessee acknowledges receipt of a copy thereof and agrees to be bound by all terms and conditions of said lease. In addition, Lessor and Lessee each hereby agrees not to violate any of the terms and conditions of said lease, or cause the terms and conditions thereof to be violated. 9. No assent, express or implied, to any breach of any one or more of the agreements hereof shall be deemed or taken to be a waiver of any succeeding or other breach. Any payment by Lessee, or acceptance by Lessor, of a lesser amount than due shall be treated only as a payment on account. Further, failure of the Lessor to timely bill for taxes, insurance or repairs, as required herein, shall not be deemed a waiver of the Lessee's liability to pay same. 10. If, after the expiration of this Sublease, the Lessee shall remain in possession of the Premises and continue to pay rent without a written agreement as to such possession, then such tenancy shall be regarded as a it ionth-to- ncnth tenaricy, at a monthly rental, payable in advance, equivalent to the last month's rent paid under this Sublease, and subject to all the terms and conditions of this Sublease. 11. If the Premises are left vacant and any part of the rent reserved hereunder is not paid, then the Lessor may, without being obligated to do so, and without terminating this Sublease, retake possession of the said Premises and rent the same for such rent, and upon such conditions as the Lessor may think best, making such change and repairs as may be required, giving credit for the amount of rent so received less all expenses of such changes and repairs, and the Lessee shall be liable for the balance of the rent herein reserved until the expiration of the term of this Sublease. 12. The Lessor acknowledges receipt of a deposit in the amount of $ -0- to be held by the Lessor for the faithful performance of all of the terms, conditions and covenants of this Sublease. The Lessor may apply the deposit to cure any default under the terms of this Sublease and shall account to the Lessee for the balance. The Lessee may not apply the deposit hereunder to the 980942 payment of the rent reserved hereunder or the performance of other obligations. 13. If any part of the rent provided to be paid herein is not paid when due, or if any default is made in any of the agreements by the Lessee contained herein, it shall be lawful for the Lessor to declare the term ended, and to enter into the Premises, either with or without legal process, and to remove the Lessee or any other person occupying the Premises, using such force as may be necessary, without being liable to prosecution, or in damages therefor, and to repossess the Premises free and clear of any rights of the Lessee. If, at any time, this Sublease is terminated under this paragraph, the Lessee agrees to peacefully surrender the Premises to the Lessor immediately upon termination, and if the Lessee remains in possession of the Premises, the Lessee shall be deemed guilty of forcible entry and detainer of the Premises, and, waiving notice, shall be subject to forcible eviction with or without process of law. 14. In the event of any dispute arising under the terms of this Sublease, or in the event of non-payment of any sums arising under this Sublease and in the event the matter is turned over to an attorney, the party prevailing in such dispute shall be entitled, in addition to other damages or costs, to receive reasonable attorney's fees from the other party. 15. In the event any payment required hereunder is not made within fifteen (15) days after the payment is due, a late charge in the amount of three percent (3%) of the payment will be paid by the Lessee. 16. In the event of a condemnation or other taking by any governmental agency, the Lessee hereby waives all rights to any condemnation or other proceeds. 17. This Sublease is made with the express understanding and agreement that, in the event the Lessee becomes insolvent, or is declared a bankrupt, then, in either event, the Lessor may declare this Sublease ended, and all rights of the Lessee hereunder shall terminate and cease. THIS SUBLEASE shall be binding on the parties, their personal representatives, successors and assigns. LESSOR: By: Roland K. Fettig, Manage LESSEE: By: Roland K. Fettig, 980942 EXHIBIT A Legal Description and Site Plan use 't 'u t4•4 41/4 S C -LEGEND- A-1 story frame restaurant/5410.4 B and C-1 story frame motel.,.__ 0 -Frame shed. E -Concrete patio and pool. F -Concrete cistern. G- Aluminum cooler bldg. Cross-ha-fc hci areas Art Uh1ea5e4 LEGAL DESCRIPTION Lot 2 of Minor Subdivision No. S-293 according to the map recorded November 18, 1988 in Book 1216 at Reception No. 2162490, being located in the Northeast Quarter (NEi) of Section 1, Township 2 North, Range 63 West of the 6th P.M., County of Weld, State of Colorado. 980942 MUST BE TYPED FILING FEE: $10.00 MUST SUBMIT TWO COPIES Please include a typed self-addressed envelope Mail to: Secretary of State Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 894-2251 Fax (303) 894-2242 CERTIFICATE OF ASSUMED OR TRADE NAME For office use only RKF ENTERPRISES, LLC , a limited liability company under the laws of the State of Colorado , being desirous of transacting a portion of its business under an assumed or trade name as permitted by 7-71-101, Colorado Revised Statutes, hereby certifies: 1. The location of its principal office is: 35929 Access Road, I-76, P.O. Box 57, Roggen CO 80652 . 2. The name, other than its own, under which the business is carried on is: OLD SADDLE SALOON. 3. A brief description of the kind of business transacted under such assumed or trade name is: The operation of a restaurant, cocktail lounge and/or saloon.. Limited Partnership or Limited Liability Companies complete this section. RIC.F Enterprises, LLC [Name of Limited Liability Company] By 6 Name: oland K. Fetttffug Its: Manager Corporations complete this section [Name of Corporation] By Name: Its 980942 Mar 22 La lc.:,oa a55 WARRANTY DEED GRANTOR, 1-76 Motel, Inc., a Colorado corporation, whose address is c/o B.S. Patel, 721 13th Street, Greeley, Colorado 80631, for the consideration of One Hundred Ninety Thousand Dollars ($190,000.00), in hand paid, hereby sells and conveys to Karl A. Fettig c whose legal address is 4455 Chippewa Drive, Boulder, Colorado 80303 U• 8 the following real property in the County of Weld, and State of Colorado to wit: Lot 2, Minor Subdivision No. S-293, according to the map recorded November 18, 1988, in Book 1216, as Reception No. 2162490, being located in the Northeast Quarter of Section 1, Township 2 North, Range 63 West of the 6th P.M„ Weld County, Colorado, also known by street and number as 35929 Frontage Road, Roggen, Colorado The Grantor shall and will warrant and forever defend the above -bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors, and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. And the Grantor, for itself, its heirs, and personal reprsentatives, does covenant, grant, bargain, and agree to and with the grantee, its heirs, successors, and assigns, that at the time of the ensealing and delivery of these, presents, it is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee, simple, and has good right, full power and lawful authority to grant bargain, sell and convey the same in manner and form as aforesaid subject to those matters described on Exhibit A attached hereto. Signed this 5•t -c, day of November, 1997. 1-76 MOTEL, INC., a Colorado corporation: 0 0 7 -. 4 B ekMT, President STATE OF COLORADO COUNTY OF LA.. a } }ss. } The foregoing instrument was acknowledged before me this 5 U*" day of November, 1997, by 1-76 Motel, Inc., a Colorado corporation, by B.S. Patel, President. Witness my ha malt; 'icial:seal. My -0\ * - p L\4 a0 Notary Public• 000000000000 980942 Mar 23 Se 10:06a Rudy =ettig EXHIBIT A cepetentod-mining claims, issuance thereof. reservations or exceptions in patents or in Acts authorising Water rights, claim. or title to water. faxes for the year 19,97, a lien, but not• yet due and payab'.e. all notes, easements, covenants and resstrictions as disclosed on the plat of Minor iubdivicion No. 5-293, recorded on November L8, 1988 at Reception No.' 21624901, Book 1216. Rasteictions, which do nog contain a forfeiture or reverter clause, as contained in instrument recorded Nove er 30, 1970 in Book 636 as Reception No. 1558155, which state: substantially as follows: "Property shall not be used for a junk or salvage operation, feed lot, industrial manufacturing plant, amusement park or petroleum processing or storage (bu: a filling station is a permitted use)." Right of Way Easement ove the Easterly 50 feet of subject property as conveyed to Premier corporation, a oeljawars corporation, by Warranty need recorded November 10, 1970_in Book 636 as Recepgion No. 1558198, The right of the proprietor of a vain or lode to extract or remove his ore. should same be found to penetrate or intersect the Premises thereby granted, as reserved in united States Patent recorded September 9. 1891 in Book 57 at Page 146. Mineral peed from Pa nter Rereford company, a Colorado corporation, to Prospect Royalty Company, a Colorado corporation, conveying all of the oil. gal, and other minerals in and under subject property; recorded November 21, 1952 in Book 1344 at Page 291. together with the right of ingress and egress at all times for the purpose of mining, drilling and exploring maid lands for oil, gee, and other minerals and removing the same therefrom; and any interests therein, assignments or conveyances thereof. All existing leases ind tenancies, and any and all parties claiming by, through or under such leases orltenancies. The following survey prepared by Eugene A matters, as disclosed by the survey dated September 13, 1997, Burdick, PE-PLS No, 9010, Job No. 92934,: L'icrtachAeret of fens, over recorded easement on tEa Northern boundary of the subject property; Encroachment of Cenci onto adjoining property on the Northern Boundary of the subject property . i The existence of ligHIIt poles outside of recorded easements: 2578255 3-1634 P-1559 11/07/1997 02:45P PG 2 OF 2 980942 Hello