THE JORDAN COMPANY LLC
OPERATING AGREEMENT of The Jordan Company LLC, a New York limited liability company (the
"LLC"), dated as of July 23, 1998, among THE JOHN W.
JORDAN II REVOCABLE TRUST, DAVID W. ZALAZNICK and LEUCADIA, INC., a New York
corporation (hereinafter referred to collectively as the "Members" and individually as a "Member").
WHEREAS, effective as of February 1, 1982, The Jordan Company, a New York general partnership (the
"Partnership"), was formed pursuant to the Articles and Agreement of General Partnership, as amended and
restated by the Fourth Restatement, dated as of December 31, 1996, of the Articles and Agreement of General
Partnership, as further amended to date (the "Partnership Agreement"); and
WHEREAS, the partners of the Partnership are The John W. Jordan II Revocable Trust, David W. Zalaznick
and Leucadia, Inc., a New York corporation (in such capacity, the "Partners"); and
WHEREAS, pursuant to that certain Agreement of Conversion, dated as of July 22, 1998 among the Partners,
the Partners have agreed to convert the Partnership into a limited liability company pursuant to Section 1006 of
Limited Liability Company Law of the State of New York (the "NYLLC Law") (the "Conversion"); and
WHEREAS, a Certificate of Conversion of Partnership to a Limited Liability Company was filed with the
Department of State of the State of New York by the Partnership on July 23, 1998; and
WHEREAS, in accordance with the Conversion, the Partners desire to amend the Partnership Agreement for the
purpose of converting the Partnership Agreement into an Operating Agreement and to make such other changes
to the Partnership Agreement in accordance with the NYLLC Law.
WHEREAS, all references to the LLC contained herein are deemed to be references to the Partnership for
periods prior to the effective time of this Operating Agreement.
NOW, THEREFORE, the parties hereto agree as follows: