THE JORDAN COMPANY
dated as of December 31, 1996, of the
ARTICLES AND AGREEMENT OF GENERAL PARTNERSHIP
Effective as of February 1, 1982
The undersigned, consisting of THE JOHN W. JORDAN II REVOCABLE TRUST, DAVID W.
ZALAZNICK and LEUCADIA, INC., a New York corporation (hereinafter referred to collectively as the
"Partners" and individually as a "Partner"), hereby restate in their entirety the terms of a general partnership
(hereinafter called the "Partnership") formed by John W. Jordan II, David W. Zalaznick and Leucadia, Inc. as of
February 1, 1982 (as heretofore restated). The Partnership shall be governed by, and operated pursuant to, the
terms and provisions hereinafter set forth.
Section 1.1. Formation and Name of Partnership
The parties do hereby form a partnership pursuant to the provisions of the Partnership Law of the State of New
York to engage, for the period and upon the terms and conditions hereinafter set forth, in the business of
generating fees by seeking out attractive businesses for acquisition; arranging the terms of acquisition and the
financing thereof and assisting the management of such businesses after acquisition (the companies
acquiring such businesses are hereinafter collectively called the "Clients" and individually as a "Client"). The
Partnership business shall be conducted under the name The Jordan Company.
Section 1.2. Purposes and Powers
The purposes for which the Partnership is formed are as follows:
(a) to seek out attractive businesses (other than in the financial services area) for acquisition (herein referred to as
"Buy- Outs") for Clients, to arrange the terms of the Buy-Outs, to arrange financing to effect the Buy-Outs for
Clients, to negotiate opportunities to invest in Clients in connection with the Buy-Outs, to assist Clients in the
management and financing of their businesses after Buy-Outs, and to perform investment banking services
(b) to hold, maintain and/or invest all or