AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

EXHIBIT 10.32

EXECUTION COPY

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CONSOLIDATED CONTAINER HOLDINGS LLC

Table of Contents

		Page
ARTICLE I ORGANIZATIONAL MATTERS			1
1.1      Formation			1
1.2      Name			1
1.3      Registered Office and Principal Office of Company; Addresses of Members			1
1.4      Term			2
1.5      Assumed Name Certificate			2
1.6      Ownership			2
1.7      No Individual Authority			2
1.8      Title to Company Property			2
1.9      Limits of Company			2
ARTICLE II DEFINITIONS			2
ARTICLE III PURPOSE			12
3.1      Purposes and Scope			12
ARTICLE IV CAPITAL CONTRIBUTIONS			12
4.1      Initial Capital Contributions			12
4.2      Non-Contemplated Contributions			12
4.3      Capital Accounts			13
4.4      Interest			16
4.5      No Withdrawal			16
4.6      Limitation on Capital Contributions and Loans			16
ARTICLE V ALLOCATIONS			16
5.1      Allocation of Profits and Losses			16
5.2      Special Allocations			17
5.3      Curative Allocations			18
5.4      Tax Allocations: Code Section 704(c)			19
5.5      Allocations Upon Option Exercise			19
5.6      Other Allocation Rules			20
ARTICLE VI DISTRIBUTIONS			20
6.1      Distributions of Available Cash			20
6.2      Amounts Withheld			21

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		Page
6.3      Excess Distributions			22
6.4      Tax Distributions			22
ARTICLE VII MANAGEMENT OF THE COMPANY			24
7.1      Management Committee			24
7.2      Major Decisions			25
7.3      Approval of Major Decisions			27
7.4      Officers			28
7.5      Certificate of Formation			28
7.6      Compensation and Reimbursement of Member Expenses			28
7.7      Outside Activities; Noncompetition			28
7.8      Transactions with Affiliates			31
7.9      Indemnification of Members			31
7.10    Liability of the Members			33
7.11    Preemptive Rights			33
7.12    Certain Anti-dilutive Rights			34
7.13    Exercise of Certain Options			36
ARTICLE VIII RIGHTS AND OBLIGATIONS OF MEMBERS			37
8.1      Limitation of Liability			37
8.2      Return of Capital			37
ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS			37
9.1      Records and Accounting			37
9.2      Fiscal Year			37
9.3      Reports			37
9.4      Documents			38
9.5      Certain Administrative Expenses of RPH			38
ARTICLE X TAX MATTERS			38
10.1    Tax Matters Partner			38
10.2    Annual Tax Returns			38
10.3    Notice and Limitations on Authority			39
10.4    Tax Elections			39
10.5    Actions in Event of Audit			40
10.6    Organizational Expenses			40
10.7    Taxation as a Partnership			40
ARTICLE XI TRANSFERS OF UNITS; NEW MEMBERS			40
11.1    Transfer Restrictions			40

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		Page
11.2    Transfer to Affiliates and Pledgees			40
11.3    [Reserved]			41
11.4    Registration			41
11.5    Right of First Offer; Tag-Along Rights			41
11.6    Drag-Along Rights			45
11.7    Put Rights			46
11.8    Prohibited Transfers			48
11.9    Rights of Assignee			48
11.10  Admission as a New Member			49
11.11  Distributions and Allocations in Respect of Transferred Units			50
11.12  Conversion to Corporate Form			50
ARTICLE XII PREFERRED UNITS			51
12.1    Issuance of Series A Preferred Units			51
12.2    Terms of Series A Preferred Units			51
12.3    Issuance of Series B Convertible Preferred Units			53
12.4    Terms of Series B Convertible Preferred Units			53
12.5    Terms of Series C Preferred Units			60
ARTICLE XIII DISSOLUTION AND LIQUIDATION			62
13.1    Dissolution			62
13.2    Continuation of the Company			63
13.3    Liquidation			63
13.4    Reserves			64
13.5    Distribution in Kind			65
13.6    Disposition of Documents and Records			65
13.7    Negative Capital Accounts			65
13.8    Filing of Certificate of Cancellation			65
13.9    Return of Capital			65
13.10  Waiver of Partition			65
ARTICLE XIV AMENDMENT OF AGREEMENT			66
14.1    Amendment Procedures			66
ARTICLE XV GENERAL PROVISIONS			66
15.1    Addresses and Notices			66
15.2    Titles and Captions			67
15.3    Pronouns and Plurals			68
15.4    Further Action			68

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15.5    Binding Effect			68
15.6    Integration			68
15.7    No Third Party Beneficiary			68
15.8    Waiver			68
15.9    Counterparts			68
15.10  Applicable Law			68
15.11  Invalidity of Provisions			68
15.12  Confidentiality			69
15.13  Representations and Warranties			69

 iv

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CONSOLIDATED CONTAINER HOLDINGS LLC

     This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CONSOLIDATED CONTAINER HOLDINGS LLC (the “ Agreement ”) is entered into as of May 20, 2004, by and among Franklin Holdings, Inc., a Delaware corporation (“ Franklin Holdings ”), Franklin Plastics, Inc., a Delaware corporation (“ Franklin ”), Reid Plastics Holdings, Inc., a Delaware corporation (“ RPH ”), Vestar Packaging LLC, a Delaware limited liability company (“ Vestar Packaging ”), Vestar CCH LLC (“ Vestar CCH ”), a Delaware limited liability company, Vestar CCH Preferred LLC, a Delaware limited liability company (“ Vestar Refinancing ”), Ronald Davis, William Bell and Richard Robinson, together with any Person who becomes a Member as provided herein.

ARTICLE I

ORGANIZATIONAL MATTERS

     1.1 Formation . The Company was formed as a limited liability company by the filing of the Certificate in accordance with the Delaware Act on April 20, 1999. The Members hereby enter into this Agreement in order to set forth the rights and obligations of the Members and certain matters related thereto. Except as expressly provided and permitted herein to the contrary, the rights and obligations of the Members and the administration and termination of the Company shall be governed by the Delaware Act.

     1.2 Name . The name of the Company shall be, and the business of the Company shall be conducted under the name of, “Consolidated Container Holdings LLC.” The Company’s business may be conducted under any other name or names approved by the Management Committee.

     1.3 Registered Office and Principal Office of Company; Addresses of Members .

          (a) The registered office of the Company in the State of Delaware shall be 1209 Orange Street, Wilmington, Delaware 19805, and the registered agent for service of process on the Company at such registered office shall be Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. The principal place of business of the Company shall be at 3101 Towercreek Parkway, Suite 300, Atlanta, Georgia 30339, or such other location as determined by the Management Committee. The Company may maintain offices at such other locations as the Management Committee deems advisable.

  2

          (b) The addresses of the Members as of the date of the initial issuance of Series B Convertible Preferred Units are set forth in Section 15.1 . The address of a Member may be changed in accordance with the requirements set forth in Section 15.1 .

     1.4 Term . The existence of the Company commenced on the Commencement Date, and the Company shall continue in existence until the dissolution of the Company pursuant to the express provisions of Article XIII (other than a dissolution that is followed by the reconstitution of the Company pursuant to Section 13.2 ).

     1.5 Assumed Name Certificate . The Members shall execute and file any assumed or fictitious name certificate or certificates or any similar documents required by law to be filed in connection with the formation and operation of the Company.

     1.6 Ownership . The interest of each Member in the Company shall be personal property for all purposes. All property and interests in property, real or personal, owned by the Company shall be deemed owned by the Company as an entity, and no Member, individually, shall have any ownership of such property or interest except by having an ownership interest in the Company as a Member. Each of the Members irrevocably waives, during the term of the Company and during any period of its liquidation following any dissolution, any right that it may have to maintain any action for partition with respect to any of the assets of the Company.

     1.7 No Individual Authority . No Member shall have any authority to act for, or to undertake or assume, any obligation, debt, duty or responsibility on behalf of any other Member or the Company except as otherwise expressly provided in this Agreement.

     1.8 Title to Company Property . It is the desire and intention of the Members that legal title to all property of the Company shall be held and conveyed in the name of the Company.

     1.9 Limits of Company . The relationship between the parties hereto shall be limited to the carrying on of the business of the Company in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be a limited liability company for the sole and limited purpose of carrying on such business. Except as otherwise provided for or contemplated in this Agreement, nothing herein shall be construed to create a partnership between the Members or to authorize any Member to act as general agent for any other Member.

ARTICLE II

DEFINITIONS

          The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

          “ Adjusted Capital Account ” means, with respect to any Member, a special account maintained for such Member, the balance of which shall equal such Member’s Capital Account balance, increased by the amount (if any) of such Member’s share of the Company Minimum Gain and Member Minimum Gain of the Company.

          “ Adjusted Capital Account Deficit ” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

     (a) Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(iv)(c), the penultimate sentence of Regulations Section 1.704-2(g)(1), or the penultimate sentence of Regulations Section 1.704-2(i)(5); and

     (b) Debit to such Capital Account the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

          “ Adjusted Tax Distribution Amount ” has the meaning set forth in Section 6.4(c) .

          “ Affiliate ” means, with respect to a particular Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

          “ Agreement ” means this Amended and Restated Limited Liability Company Agreement of Consolidated Container Holdings LLC, as it may be further amended, supplemented or restated from time to time in accordance with the terms of this Agreement.

          “ As-Converted Units ” means, with respect to any Member that shall own Series A Preferred Units at the time the Suiza Member, in the case of any Reid Member, or the Reid Members, in the case of the Suiza Member, propose to effect a sale of its Units in accordance with the terms hereof, a number of Units equal to the aggregate Liquidation Preference of the number of Series A Preferred Units owned by such Member divided by the price per Unit proposed to be paid for each Unit proposed to be sold by such Suiza Member or Reid Member, as the case may be.

          “ As-Converted Percentage Interest ” means the percentage interest of a Member in certain allocations of Profits, Losses, and other items of income, gain, loss, or deduction and certain distributions of cash and property, which with respect to each Member shall be equal to the number of Units owned by such Member (on an as-converted basis, as applicable, excluding for this purpose the special conversion rights of Series B Convertible Preferred Units under Section 12.4(f) ), as a percentage of the total number of Units owned by all Members (on such as-converted basis) at any given time.

          “ Available Cash ” of the Company as of any date means all cash funds of the Company on hand as of such date after: (a) payment of all expenditures of any kind, including operating expenses and capital expenditures, that are due and payable as of such date or that are expected to become due and payable in the next 30 days; and (b) provision for adequate reserves (working capital and capital), with the amount of such reserves to be determined by the Management Committee (acting reasonably and in good faith).

          “ Blocked Affiliate Transfer ” has the meaning set forth in Section 11.2 .

          “ Book Depreciation ” has the meaning set forth in Section 4.3(b)(v) .

          “ Book Value ” has the meaning set forth in Section 4.3(c) .

          “ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the Government of the United States shall not be regarded as a Business Day.

          “ Capital Account ” means the capital account maintained for a Member pursuant to Section 4.3 with respect to Units held by such Member.

          “ Capital Contribution ” means, with respect to any Member, the amount of money and the initial Book Value of any property (other than money) contributed to the Company with respect to the interest in the Company held by such Member, reduced by the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

          “ Certificate ” means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as it may be amended or restated from time to time.

          “ Change in Control ” means the first to occur of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Suiza Foods or Vestar Refinancing, as the case may be, to any person, or “group” of related persons, as defined in Rule 13d-5 under the Securities Exchange Act of 1934 (a “ Group ”); (ii) a majority of the board of directors of Suiza Foods or Vestar Refinancing, as the case may be, shall consist of persons who are not Continuing Directors; or (iii) the acquisition by any person or Group of the power, directly or indirectly, to vote or direct the voting of securities having more than 50% of the ordinary voting power for the election of directors of Suiza Foods or Vestar Refinancing, as the case may be, or to designate a majority of the directors of Suiza Foods or Vestar Refinancing, as the case may be; or (iv) a merger of Suiza Foods or Vestar Refinancing, as the case may be, with another entity in which the previous shareholders or members of the merging entity do not continue to own at least a majority of the voting equity securities of the surviving entity.

          “ Closing Date ” means July 1, 1999.

          “ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. All references herein to the Code shall include any corresponding provision or provisions of succeeding law.

          “ Commencement Date ” means the date that the Certificate was filed with the Secretary of State of Delaware.

          “ Company ” means Consolidated Container Holdings LLC, a Delaware limited liability company established by filing of the Certificate with the Secretary of State of Delaware.

          “ Company Estimated Net Taxable Income ” has the meaning set forth in Section 6.4(a) .

          “ Company Minimum Gain ” has the meaning set forth in Regulations Section 1.704-2(d).

          “ Company Option ” has the meaning set forth in Section 5.5(b) .

          “ Competing Business ” has the meaning set forth in Section 7.7(b) .

          “ Continuing Director ” means, as of the date of determination, any person who (i) was a member of the board of directors or management committee of Suiza Foods or Vestar Refinancing, as the case may be, on the date of this Agreement, or (ii) was nominated for election or elected to the board of directors or management committee of Suiza Foods or Vestar Refinancing, as the case may be, with the affirmative vote of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

          “ Contribution Notice ” has the meaning set forth in Section 4.2(a) .

          “ Contributions ” means the contribution by Franklin of the member interests of PCI to Consolidated Container Company LLC and the contribution by Vestar Packaging of $60,800,000 to the Company, both pursuant to the Merger Agreement.

          “ Control ” (and derivations thereof) means, with respect to a particular Person, (a) the ownership, directly or indirectly, of more than 50% of the equity or voting interests in such Person or (b) the right to elect or appoint, together with others who are required to act in concert with such Person, more than 50% of the directors or members of another governing body that directs the management and policies of such Person.

          “ Converted Units ” has the meaning set forth in Section 11.5(e) .

          “ Convertible Preferred Units ” means any Preferred Units that are convertible, directly or indirectly, into Units.

          “ Convertible Securities ” has the meaning set forth in Section 7.12(b) .

          “ Credit Instruments ” means the Credit Agreement, dated as of May 20, 2004 among the Company, Consolidated Container Company LLC, the banks party thereto from time to time, Deutsche Bank Trust Company Americas, as Administrative Agent, the Pledge Agreement, dated as of May 20, 2004 among the Company, Consolidated Container Company LLC, and each of the other Pledgors party thereto in favor of Deutsche Bank Trust Company Americas, as Collateral Agent, the Subsidiary Guaranty, dated as of May 20, 2004 made by each of the domestic subsidiaries of Consolidated Container Company LLC and the Security Agreement, dated as of May 20, 2004 among the Company, Consolidated Container Company LLC and Deutsche Bank Trust Company Americas, as Collateral Agent, in each case as amended, modified or supplemented from time to time.

          “ Delaware Act ” means the Delaware Revised Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time.

          “ Dissolution Event ” has the meaning set forth in Section 13.1(b) .

          “ Event of Bankruptcy ” means, with respect to any Member or the Company, any of the following acts or events:

     (a) making an assignment for the benefit of creditors;

     (b) filing a voluntary petition in bankruptcy;

     (c) becoming the subject of an order for relief or being declared insolvent or bankrupt in any federal or state bankruptcy or insolvency proceeding;

     (d) filing a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

     (e) filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in a proceeding of the type described in parts (a) through (d) of the definition;

     (f) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of all or any substantial part of its properties; or

     (g) the expiration of 90 days after the date of the commencement of a proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation if the proceeding has not been previously dismissed or the expiration of 60 days after the date of the appointment, without such Person’s consent or acquiescence, of a trustee or receiver for the liquidation of such Person or of all or any substantial part of such Person’s properties, if the appointment has not been previously vacated or stayed, or the expiration of 60 days after the date of expiration of a stay, if the appointment has not been previously vacated.

          “ Fair Market Value ” has the meaning set forth in Section 11.7(c) .

          “ Fiscal Year ” means the 12-month period ending December 31 of each year; provided that the initial Fiscal Year shall be the period beginning on the Commencement Date and ending December 31, 1999, and the last Fiscal Year shall be the period beginning on January 1 of the calendar year in which the final liquidation and termination of the Company is completed and ending on the date such final liquidation and termination is completed (to the extent any computation or other provision hereof provides for an action to be taken on a Fiscal Year basis, an appropriate proration or other adjustment shall be made in respect of the initial and final Fiscal Years to reflect that such periods are less than full calendar year periods).

          “ Franklin ” means Franklin Plastics, Inc., a Delaware corporation.

          “ Franklin Holdings ” means Franklin Holdings, Inc., a Delaware corporation.

          “ Franklin Managers ” means the Managers designated by Franklin pursuant to Section 7.1 .

          “ Franklin Option Members ” has the meaning set forth in Section 5.5(b) .

          “ Franklin Replacement Options ” has the meaning set forth in Section 7.13 .

          “ Indemnitee ” has the meaning set forth in Section 7.9 .

          “ Independent Accountants ” means any of the four largest nationally recognized accounting firms in the United States, as selected by the Management Committee. Deloitte & Touche LLP shall be the initial Independent Accountant.

          “ Individual Members ” means Ronald Davis, William Bell and Richard Robinson.

          “ Initial Liquidation Preference ” means the initial liquidation preference of a series of Preferred Units as set forth in Article XII .

          “ Initial Public Offering ” means any underwritten public offering of securities of RPH (which is intended to be the corporate successor to the Company in the event of an Initial Public Offering, by merger of the Company and, subject to Section 11.12 , Franklin into RPH), or its successor, the gross proceeds of which exceed $50,000,000.

          “ Liquidation Preference ” means the liquidation preference of a series of Preferred Units as such liquidation preference may be increased or decreased from time to time as set forth in Article XII .

          “ Liquidator ” has the meaning set forth in Section 13.3 .

          “ Losses ” has the meaning set forth in Section 4.3(b) .

          “ Major Decision ” has the meaning set forth in Section 7.2 .

          “ Management Committee ” means a committee appointed by Franklin and Vestar Refinancing in accordance with Section 7.1 .

          “ Manager ” has the meaning set forth in Section 7.1 .

          “ Member ” means Franklin, Franklin Holdings, RPH, each of the Vestar Entities, each of the Individual Members and any other Person who is admitted as a member in the Company on and after the Closing Date and whose admission has been reflected on the books and records of the Company.

          “ Member Minimum Gain ” shall mean partner nonrecourse debt minimum gain as determined under the rules of Regulations Section 1.704-2(i).

          “ Member Nonrecourse Deduction ” has the meaning set forth in Regulations Section 1.704-2(i)(1) and (2).

          “ Merger Agreement ” means the Contribution and Merger Agreement dated as of April 29, 1999, among Suiza Foods, Franklin, the Suiza Companies identified therein, RPH, Reid Plastics, Inc., a Delaware corporation, the Reid Companies identified therein, Vestar Packaging, and the Company.

          “ Mergers ” means the Mergers, as defined in the Merger Agreement, pursuant to which the Suiza Companies and the Reid Companies will be merged into the Company.

          “ New Units Notice ” has the meaning set forth in Section 7.11(b) .

          “ Nonrecourse Deductions ” has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

          “ Notice ” has the meaning set forth in Section 11.5(a) .

          “ Other Convertible Securities ” has the meaning set forth in Section 12.4(h)(ii) .

          “ PCI ” means Plastic Containers, Inc., a Delaware corporation and wholly-owned subsidiary of Continental Can Company, Inc., or, after certain corporate restructuring transactions, Plastic Containers LLC, a Delaware limited liability company and wholly-owned subsidiary of Franklin.

          “ PCI Notes ” has the meaning given to it in the Merger Agreement.

          “ Percentage Interest ” means the percentage interest of a Member in certain allocations of Profits, Losses, and other items of income, gain, loss, or deduction and certain distributions of cash and property, which with respect to each Member shall be equal to the number of Units owned by such Member as a percentage of the total number of Units owned by all Members at any given time.

          “ Person ” means an individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, association, or other entity.

          “ Plastics Operations ” means any manufacture, distribution or sale of plastic packaging products and the conduct of any operations ancillary thereto, including but not limited to any operations conducted by any Reid Company or any Suiza Company immediately prior to Closing.

          “ Preferred Units ” means the preferred interest of a Member of the Company issued in accordance with Article XII , including the Series A Preferred Units, the Series B Convertible Preferred Units and the Series C Preferred Units.

          “ Principal Companies ” has the meaning set forth in Section 7.7(b) .

          “ Pro Rata Share ” has the meaning set forth in Section 7.11(a) .

          “ Profits ” has the meaning set forth in Section 4.3(b) .

          “ Redemption Change in Control ” means the first to occur of the following events: (i) any merger, consolidation or other business combination of the Company or Consolidated Container Company LLC with any other entity, recapitalization, spin-off, distribution or any other similar transaction (in one transaction or a series of related transactions), where the beneficial owners of membership interests in such company as of immediately following the initial issuance of Series B Convertible Preferred Units, and their respective Affiliates, cease beneficially to own at least 30% of the voting power of the voting securities of the entity surviving or resulting from such transaction (or the ultimate sole parent thereof) or (ii) any transaction or series of related transactions as a result of which the beneficial owners of membership interests in such company as of immediately following the initial issuance of Series B Convertible Preferred Units, and their respective Affiliates, cease beneficially to own at least 30% of the voting power of the voting securities of the Company (or the ultimate sole parent thereof) or, directly or indirectly, Consolidated Container Company LLC.

          “ Registration Rights Agreement ” has the meaning set forth in Section 11.12(b) .

          “ Regulations ” means the Treasury Regulations promulgated under the Code, as amended and in effect (including corresponding provisions of any succeeding regulations).

          “ Regulatory Allocations ” has the meaning set forth in Section 5.3 .

          “ Reid Companies ” has the meaning given to it in the Merger Agreement.

          “ Reid Converted Units ” has the meaning set forth in Section 11.5(e) .

          “ Reid Members ” means RPH, each of the Vestar Entities, and any Affiliate of either of them that becomes a Member, or for purposes of Article XI, an RPH stockholder.

          “ Reid Options ” has the meaning given to it in the Merger Agreement.

          “ Reid Parent ” means Vestar Reid LLC, a Delaware limited liability company.

          “ RPH ” means Reid Plastics Holdings, Inc., a Delaware corporation.

          “ Russell-Stanley ” has the meaning set forth in Section 7.7(d) .

          “ Sale Percentage ” has the meaning set forth in Section 11.5(e) .

          “ Senior Secured Indenture ” means that certain Indenture dated as of May 20, 2004 by and among Consolidated Container Company LLC, Consolidated Container Capital, Inc., the Guarantors (as defined therein) and the Bank of New York, as trustee with respect to the 10.75% Senior Secured Discount Notes due 2009, as the same may be amended, modified or supplemented from time to time.

          “ Series A Preferred Units ” means the preferred interest of a Member of the Company issued in accordance with Section 12.1 .

          “ Series A Redemption Price ” has the meaning set forth in Section 12.2(c) .

          “ Series B Convertible Preferred Units ” means the preferred interest of a Member of the Company issued in accordance with Section 12.3 .

          “ Series B Convertible Preferred Unit Reoffer ” means the offer by Vestar Refinancing of Series B Convertible Preferred Units purchased by Vestar Refinancing on the date hereof to all holders of Units and to the owners of equity interests in such holders (excluding Vestar Refinancing, Vestar CCH, Franklin, Franklin Holdings and the owners of equity interests in any thereof, both in such capacity and as owners of equity interests in any other holder of Units, and excluding RPH and Vestar Packaging), on a pro rata basis based upon each such holder’s direct or indirect Percentage Interest, before giving effect to the issuance of the Series B Convertible Preferred Units; provided that: (i) such offer is made as soon as reasonably practicable after the date hereof, is held open for at least 60 calendar days and is completed within 90 calendar days hereof; and (ii) each Series B Convertible Preferred Unit shall be offered for a purchase price equal to its Initial Liquidation Preference.

          “ Series B Redemption Price ” has the meaning set forth in Section 12.4(c) .

          “ Series C Preferred Units ” means the preferred interest of a Member of the Company issued in accordance with Section 12.5 .

          “ Series C Redemption Price ” has the meaning set forth in Section 12.5(c) .

          “ Subordinated Indenture ” means the Indenture dated as of July 1, 1999, among Consolidated Container Company LLC, Consolidated Container Capital, Inc., the Subsidiary Guarantors (as defined therein) and The Bank of New York, as trustee, as supplemented by the Supplemental Indenture, dated as of March 31, 2000.

          “ Suiza Affiliates ” has the meaning set forth in Section 7.7(b) .

          “ Suiza Companies ” has the meaning given to it in the Merger Agreement.

          “ Suiza Converted Units ” has the meaning set forth in Section 11.5(e) .

          “ Suiza Foods ” means Dean Foods Company, a Delaware corporation.

          “ Suiza Member ” means Franklin and any Affiliate of Franklin that becomes a Member; provided, however, that for purposes of Section 7.7 , neither Peter M. Bernon or Alan J. Bernon shall ever be included within the definition of “Suiza Member.”

          “ Supply Agreement ” means each of: (i) the Supply Agreement for PET Bottles between Suiza Foods Corporation and the Company, dated as of July 2, 1999; (ii) the Supply Agreement for HDPE Bottles between Suiza Foods Corporation and the Company, dated as of July 2, 1999; and (iii) the Supply Agreement for Bottle Components between Suiza Foods Corporation and the Company, dated as of July 2, 1999.

          “ Tagging Member ” has the meaning set forth in Section 11.5(e) .

          “ Tax Distributions ” has the meaning set forth in Section 6.4(a) .

          “ Tax Matters Partner ” has the meaning set forth in Section 10.1 .

          “ Tax Rate Differential ” means a decimal equal to the difference between (i) the maximum marginal federal and New York State and New York City individual tax rate applicable to ordinary income (including, to the extent applicable, alternative minimum tax, if any) and (ii) the maximum marginal federal and New York State and New York City individual tax rate applicable to long-term capital gains (including, to the extent applicable, alternative minimum tax, if any).

          “ Tax Shortfall Member ” has the meaning set forth in Section 6.4(d) .

          “ Tax Target Group ” has the meaning set forth in Section 6.4(d) .

          “ Transferring Members ” has the meaning set forth in Section 11.5(e) .

          “ Units ” means the common equity interest of a Member in the Company, including, without limitation, such Member’s right: (a) to a distributive share of the Profits, Losses, and other items of income, gain, loss, deduction, and credit of the Company; (b) to a distributive share of the assets of the Company; and (c) to participate in the management and operation of the Company as provided in this Agreement. The number of Units of each Member, as of the date hereof, is set forth in Exhibit 4.1 attached hereto under the caption “Ownership-Holders of Units”.

          “ Unit Value ” has the meaning set forth in Section 12.4(h) .

          “ Unpaid Distribution Amount ” shall mean, for each Series A Preferred Unit, the amount of distributions accrued during the most recently completed calendar quarter which distributions have neither been paid nor been taken into account through an increase in Liquidation Preference on such Series A Preferred Units.

          “ VCP ” means Vestar Capital Partners III, L.P., a Delaware limited partnership.

          “ VCP Affiliates ” has the meaning set forth in Section 7.7(d) .

          “ VCP Management Agreement ” has the meaning given to it in the Merger Agreement.

          “ Vestar CCH ” means Vestar CCH LLC, a Delaware limited liability company.

          “ Vestar Entities ” means Vestar CCH, Vestar Packaging and Vestar Refinancing.

          “ Vestar Packaging ” means Vestar Packaging LLC, a Delaware limited liability company.

          “ Vestar Refinancing ” means Vestar CCH Preferred LLC, a Delaware limited liability company.

          “ Vestar Refinancing Managers ” means the Managers designated by Vestar Refinancing pursuant to Section 7.1 .

ARTICLE III

PURPOSE

     3.1 Purposes and Scope . Subject to the provisions of this Agreement, the purposes of the Company are to:

     (a) acquire (directly or through subsidiaries) the operations of the Reid Companies and the Suiza Companies through the Mergers and the Contributions;

     (b) own, operate, manage, maintain, improve, develop, purchase, sell or exchange, and otherwise acquire or dispose of, Plastics Operations; provided, however, that the Company may also invest or expend up to $25 million in the aggregate to own, operate, manage, maintain, improve, develop, purchase, and otherwise acquire or dispose of non-plastic packaging operations;

     (c) borrow money in furtherance of any or all of the objectives of the Company business, and to secure the same by mortgage, pledge, or other liens; and

     (d) do any and all other acts or things that may be incidental or necessary to carry on the business of the Company as herein contemplated. The Company shall not engage in any other business or activity not intended to implement the foregoing without the prior written consent of the Management Committee.

ARTICLE IV

CAPITAL CONTRIBUTIONS

     4.1 Initial Capital Contributions . The initial Capital Contributions of Franklin and by RPH were effected on the Closing Date through the Mergers. The initial Capital Contributions of PCI and by Vestar Packaging were effected on the Closing Date through the Contributions. On the date of the initial issuance of Series B Convertible Preferred Units, the Capital Contributions of each Member shall be revalued as set forth on Exhibit 4.1 attached hereto.

     4.2 Non-Contemplated Contributions .

     (a) If the Management Committee approves (in accordance with the Major Decision provisions of Section 7.3 ) any additional Capital Contributions beyond those required by Section 4.1 , the Company shall deliver a written notice to all of the Members (a “ Contribution Notice ”) requesting such additional Capital Contributions. Each Contribution Notice shall specify the following information:

     (i) the aggregate amount of Capital Contributions requested in the Contribution Notice;

     (ii) the amount of additional cash funds each Member is required to contribute to the Company (which Capital Contributions shall be made by the Members in proportion to their As-Converted Percentage Interests);

     (iii) the date on which such additional Capital Contributions are due, which date shall be approved in advance by the Management Committee; and

     (iv) wiring or other instructions for the bank account into which the required Capital Contribution is to be deposited.

     (b) Any Capital Contributions made pursuant to Section 4.2(a) shall be spent by the Company in accordance with the general directions of the Management Committee, as approved in connection with the approval of such Capital Contributions.

     (c) Except as provided in Section 4.1 and in the foregoing provisions of this Section 4.2 , no Member shall be required to make any Capital Contribution.

     (d) Upon the exercise of a Franklin Replacement Option, for all purposes, including Capital Accounts and As-Converted Percentage Interests, a number of Units shall be considered transferred from Franklin to RPH and Vestar Packaging such that RPH’s and Vestar Packaging’s respective As-Converted Percentage Interests immediately after the exercise of the Franklin Replacement Option shall be equal to their respective As-Converted Percentage Interests immediately prior to such exercise.

     4.3 Capital Accounts .

          (a) Maintenance Rules . The Company shall maintain for each Member a separate Capital Account in accordance with this Section 4.3 . The Capital Account shall be maintained in accordance with the following provisions:

     (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Member to the Company pursuant to this Agreement, such Member’s share of Profits allocable to Units and any items in the nature of income or gain which are specially allocated to such Member pursuant to Section 5.2 and Section 5.3 with respect to Units held by such Member, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.

     (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and Section 5.3 , and the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

     (iii) In the event all or a portion of an 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; provided , however , that if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, then the Company shall be deemed to have contributed its assets to a new limited liability company in exchange for interests in the new limited liability company, followed by a distribution of the interests in the new limited liability company to the Company and liquidation of the Company. Such deemed liquidation and reconstitution shall not cause the Company to be dissolved or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII .

          (iv) Notwithstanding anything in this Section 4.3 to the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account of the exercising Member shall be equal to the exercise price of such option.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts generally are intended to comply with Section 1.704-1(b) of the Regulations and shall be interpreted and applied in a manner consistent with such Regulations. If the Management Committee reasonably determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Regulations, the Management Committee may authorize such modifications, provided that it does not have any effect on the amounts distributable to any Person pursuant to Section 13.3 upon the dissolution of the Company.

     (b) Definition of Profits and Losses . “ Profits ” and “ Losses ” mean, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or period, 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:

          (i) Income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this Section 4.3(b) shall be added to such taxable income or loss;

          (ii) Any expenditures of the Company described in Code Section 705(a)(2)(B), or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits and Losses pursuant to this Section 4.3(b) shall be subtracted from such taxable income or loss;

          (iii) In the event the Book Value of any Company asset is adjusted pursuant to Section 4.3(c)(ii) or Section 4.3(c)(iv) , the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits and Losses;

          (iv) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

          (v) In lieu of the deduction for depreciation, cost recovery or amortization taken into account in computing such taxable income or loss, there shall be taken into account “ Book Depreciation ” as defined in this Section 4.3(b)(v) . “ Book Depreciation ” for any asset means for any Fiscal Year or other period an amount that bears the same ratio to the Book Value of that asset at the beginning of such Fiscal Year or other period as the federal income tax depreciation, amortization or other cost recovery deduction allowable for that asset for such year or other period bears to the adjusted tax basis of that asset at the beginning of such year or other period. If the federal income tax depreciation, amortization, or other cost recovery deduction allowable for any asset for such year or other period is zero, then Book Depreciation for that asset shall be determined with reference to such beginning Book Value using any reasonable method selected by the Management Committee; and

          (vi) Notwithstanding any other provision of this Section 4.3(b) , any items that are specially allocated pursuant to Section 5.2 or Section 5.3 shall not be taken into account in computing Profits and Losses.

     (c) Definition of Book Value . “ Book Value ” means for any asset the asset’s adjusted basis for federal income tax purposes, except as follows:

          (i) The initial Book Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset on the date of contribution, as determined by the Management Committee.

          (ii) The Book Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Management Committee, as of the following times: (A) the acquisition of an additional interest in the Company (including Series B Convertible Preferred Units) by any new or existing Member in exchange for more than a de minimis capital contribution if the Management Committee reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (B) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if the Management Committee reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (C) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g);

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          (iii) The Book Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as determined by the Management Committee.

          (iv) The Book Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and Section 5.2(d) ; provided , however , that Book Values shall not be adjusted pursuant to this Section 4.3(c)(iv) to the extent the Management Committee determines that an adjustment pursuant to Section 4.3(c)(ii) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 4.3(c)(iv) .

          (v) If the Book Value of an asset has been determined or adjusted pursuant to Section 4.3(c)(i) , Section 4.3(c)(ii) , or Section 4.3(c)(iv) , such Book Value shall thereafter be adjusted by the Book Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

               4.4 Interest . Except as otherwise provided in this Agreement, no interest shall be paid by the Company on Capital Contributions or on balances in Capital Accounts.

               4.5 No Withdrawal . No Member shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Company, except as provided in Articles VI , XII and XIII .

               4.6 Limitation on Capital Contributions and Loans . Except as specifically provided in this Agreement, no Member may contribute capital, loan, or advance money to the Company.

ARTICLE V

ALLOCATIONS

               5.1 Allocation of Profits and Losses .

          (a) Subject to Sections 5.1(b) , 5.2 and 5.3 , Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an

interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units.

          (b) Notwithstanding anything to the contrary in Section 5.1(a):

          (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year.

          (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a) , the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1 ).

          (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1 ).

              5.2 Special Allocations .

          (a) Minimum Gain Chargeback—Company Nonrecourse Liabilities . If there is a net decrease in Company Minimum Gain during any Fiscal Year, certain items of income and gain shall be allocated (on a gross basis) to the Members in the amounts and manner described in Regulations Section 1.704-2(f) and (j)(2)(i) and (ii), subject to the exemptions set forth in Regulations Section 1.704-2(f)(2), (3), (4), and (5). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement (set forth in Regulations Section 1.704-2(f)) relating to Company nonrecourse liabilities (as defined in Regulations Section 1.704-2(b)(3)) and shall be so interpreted.

          (b) Minimum Gain Chargeback—Member Nonrecourse Debt . If there is a net decrease in Member Minimum Gain during any Fiscal Year, certain items of income and gain shall be allocated (on a gross basis) as quickly as possible to those Members who had a share of the Member Minimum Gain (determined pursuant to Regulations Section 1.704-2(i)(5)) in the amounts and manner described in Regulations Section 1.704-2(i)(4), (j)(2)(ii), and (j)(2)(iii). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement (set forth in Regulations Section 1.704-2(i)(4)) relating to

partner nonrecourse debt (as defined in Regulations Section 1.704-2(b)(4)) and shall be so interpreted.

          (c) Qualified Income Offset . If, after applying Section 5.2(a) and Section 5.2(b) , any Member has an Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated (on a gross basis) to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible.

          (d) Optional Basis Adjustments . To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

          (e) Nonrecourse Deductions . Nonrecourse Deductions for any Fiscal Year shall be specially allocated among the Members in proportion to their interests in the Company (determined in accordance with the provisions of Section 5.1 ).

          (f) Member Nonrecourse Deductions . Member Nonrecourse Deductions shall be allocated pursuant to Regulations Section 1.704-2(b)(4) and (i)(1) to the Member who bears the economic risk of loss with respect to the deductions.

          (g) Special Allocation: Economic Sharing Arrangement . Notwithstanding anything to the contrary in this Article V , the Members acknowledge and agree that the manner in which distributions are to be made pursuant to Section 6.1 correctly reflects the Members’ economic sharing arrangement in the Company. To the extent that allocations of Profits, Losses, and other items of income, gain, loss, and deduction set forth in this Article V (other than this Section 5.2(g) ) could produce an economic sharing arrangement among the Members different than that described in Section 6.1 , then the Company shall specially allocate items of gross income, gain, loss, and deduction among the Members in any manner that may be required to cause the allocations of Profits, Losses, and other items of income, gain, loss, and deduction described in Article V to be consistent with the economic sharing arrangement described in Section 6.1 .

              5.3 Curative Allocations . The allocations set forth in Section 5.1(b) and Section 5.2(a) through Section 5.2(f) (the “ Regulatory Allocations ”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 5.3 . Therefore, notwithstanding any other provisions of this Article V (other than the Regulatory Allocations), the Management Committee shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the

extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 5.1(a) and Section 5.2(g) . In exercising its discretion under this Section 5.3 , the Management Committee shall take into account future Regulatory Allocations under Sections 5.2(a) and 5.2(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 5.2(e) and 5.2(f) .

5.4 Tax Allocations: Code Section 704(c) .

          (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value (computed in accordance with Section 4.3(c)(i) ).

          (b) If the Book Value of any Company asset is adjusted pursuant to Section 4.3(c)(ii) , subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

          (c) Any elections or other decisions relating to such allocation shall be made by the Management Committee.

          (d) Allocations pursuant to this Section 5.4 are solely for purposes of federal, state, and local taxes and shall not affect or in any way be taken into account in computing any Capital Account, Adjusted Capital Account, or share of Profits, Losses, and other items or distributions pursuant to any provision of this Agreement.

5.5 Allocations Upon Option Exercise .

          (a) Upon the exercise of a Reid Option, any deduction arising solely as a result of such exercise shall be specially allocated to RPH.

          (b) Notwithstanding anything in this Article V to the contrary, upon the exercise of a Franklin Replacement Option, or any other option to purchase Units granted by the Company from time to time (a “ Company Option ”), or both, allocations shall be made in the following order and priority:

            (i) first, if there has been an exercise of a Company Option, all Company income shall be allocated in the year of such exercise and thereafter to the exercising Member until an amount of Company income has been allocated to such exercising Member such that, after such allocation, the proportion that the exercising Member’s Adjusted Capital Account balance bears to the total Adjusted Capital Account balances of all Members is equal to the exercising Member’s interest in the Company immediately after such exercise (determined in accordance with the provisions of Section 5.1),

          (ii) second, if there has been an exercise of a Franklin Replacement Option, all allocations that would have been made to Franklin under this Article V shall be made to Members who have exercised a Franklin Replacement Option (the “ Franklin Option Members ”) in the year of exercise and thereafter until an amount of Company income has been allocated to the Franklin Option Members such that, after such allocation, the proportion that each Franklin Option Member’s Adjusted Capital Account balance bears to the total Adjusted Capital Account balances of all Members is equal to the exercising Member’s interest in the Company immediately after such exercise (determined in accordance with the provisions of Section 5.1 ), and

          (iii) third, according to the provisions of this Article V .

              5.6 Other Allocation Rules .

          (a) For purposes of determining the Profits, Losses, or any other item allocable to any period, Profits, Losses, and any such other item shall be determined on a daily, monthly, or other basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder.

          (b) For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the allocations under Sections 5.1 , 5.2 , 5.3 , 5.4 and 5.5 .

          (c) The Members are aware of the income tax consequences of the allocations made by this Article V and hereby agree to be bound by the provisions of this Article V in reporting their shares of Profit and Loss for income tax purposes.

          (d) The Members agree that the Members’ interest in the Company (as determined in accordance with the provisions of Section 5.1 ) represent the Members’ respective interests in Company profits for purposes of allocating excess nonrecourse liabilities (as defined in Regulations Section 1.752-3(a)(3)) pursuant to Regulations Section 1.752-3(a)(3).

ARTICLE VI

DISTRIBUTIONS

              6.1 Distributions of Available Cash . The Management Committee shall review the Company’s accounts at the end of each calendar quarter to determine whether distributions are appropriate. Subject to § 18-607 of the Delaware Act, the Management Committee shall authorize such distributions of Available Cash as it may determine in its sole discretion. All such distributions of cash shall be made to the Members in the following manner:

          (a) First, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in proportion to, and up to, the sum of their respective Capital Contributions in respect of Series B Convertible Preferred Units and Series C Preferred Units (after taking into account prior distributions made pursuant to this clause (a));

          (b) Second, to each Member in proportion to, and up to, their respective Capital Contributions in respect of Units (as such Capital Contributions shall have been revalued pursuant to this Agreement and after taking into account prior distributions made pursuant to this clause (b));

          (c) Third, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in proportion to, and up to, the amount by which the Liquidation Preference (without taking into account any distributions made pursuant to clause (a) above) exceeds the Initial Liquidation Preference for all of the Series B Convertible Preferred Units and/or Series C Preferred Units owned by each such Member;

          (d) Fourth, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units in proportion to, and up to, the amount equal to the quotient of: (i) the product of the Tax Rate Differential and the amount distributed to such Member pursuant to clause (c) above, and (ii) the difference between one (1) and the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) expressed as a decimal (after taking into account prior distributions made pursuant to this clause (d));

          (e) Fifth, to each Member with Series A Preferred Units in proportion to, and up to, the sum of (i) the amount by which the Liquidation Preference exceeds the Initial Liquidation Preference for all of the Series A Preferred Units owned by each such Member and (ii) the aggregate Unpaid Distribution Amount for all of the Series A Preferred Units owned by each such Member; and

          (f) Sixth, to each Member in proportion to the Percentage Interests.

          Notwithstanding anything to the contrary above, if Available Cash is derived from a transaction that occurs in connection with the dissolution, termination and liquidation of the Company, any Available Cash that is derived from or attributable to such a transaction shall be distributed to the Members in accordance with Section 13.3 . For purposes of this Agreement, the Capital Contributions in respect of Series C Preferred Units shall be deemed to be their Initial Liquidation Preference.

              6.2 Amounts Withheld . Notwithstanding any other provision of this Agreement to the contrary, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company with respect to such Member as a result of such Member’s participation in the Company. If and to the extent that the Company shall be required to withhold or pay any such taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding or tax is paid, which payment shall be deemed to be a distribution with respect to such Member’s Units or Preferred Units to the extent that the Member (or any successor to such Member’s Units or Preferred Units) is entitled to receive a distribution. Any withholdings authorized by this Section 6.2 shall be made at the maximum applicable statutory rate under the applicable tax law unless the Company shall have received an opinion of counsel or other

evidence satisfactory to the Management Committee to the effect that a lower rate is applicable, or that no withholding is applicable.

               6.3 Excess Distributions . To the extent that the aggregate of actual and deemed distributions to a Member under this Article VI for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered an amount upon which the Company shall pay a preferred return to all other Members, in proportion to the As-Converted Percentage Interests of such other Members, until such excess has been repaid to the Company by the Member receiving such excess distribution, which repayment shall be made out of distributions to which such Member would otherwise be subsequently entitled if the Member does not otherwise repay such excess. The preferred return payable under this Section 6.3 shall be seven and one-half percent (7.5%) per annum, accruing from and after the date on which such excess is distributed. Notwithstanding any other provision in this Agreement to the contrary, if an excess distribution or advance distribution made to a Member or a shortfall tax distribution as calculated under Section 6.4(c) remains outstanding when such Member or any other Member disposes of its interest in the Company, by transfer, liquidation, conversion into stock of RPH or otherwise, a payment by such Member or an adjustment to such other Member’s Units shall be made to settle the outstanding amount; provided, that, any adjustment to the Member’s Units in the Company will be made in Series A Preferred Units to ensure that the Reid Members, collectively, own at least 51% of the common equity in the Company.

               6.4 Tax Distributions .

          (a) Notwithstanding anything to the contrary in Section 6.1 , the Management Committee shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a Member as a result of option exercise or Unit transfer) an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “ Tax Distributions ”). For these purposes, “ Company Estimated Net Taxable Income ” means (Y) the estimate of the aggregate amount of items of taxable income and gain of

the Company for the applicable Fiscal Year (or portion thereof) to which such distribution relates, minus (Z) the estimate of the aggregate amount of items of taxable deduction and loss for such Fiscal Year (or portion thereof) to which such distribution relates. The Management Committee shall determine the Company Estimated Net Taxable Income and each Member’s allocable share of Company Estimated Net Taxable Income. For purposes of calculating RPH’s or Franklin’s actual effective tax rates, all other non-Company items of income, deduction, gain, loss and credits available to such Member shall be taken into account. The Members acknowledge and agree that the sole purpose of this Section 6.4(a) is to enable the Company to distribute sufficient cash to each Member to permit each Member to timely satisfy its estimated income tax obligations, if any, arising from the Member’s allocable share of the Company’s taxable income. The Manager shall make such distributions on or about April 15, June 15, September 15 and December 15 of each year and/or on any other date that similarly coincides with the due date of any estimated income tax obligation of any Member. The provisions of this Section 6.4(a) shall apply to taxable income allocated to the Members as a result of a final adjustment by a taxing authority to the Company’s taxable income; provided, that, no Tax Distribution shall be made to Franklin as a result of the disallowance of the current deduction claimed by the Company for the bond tender premium paid in connection with the redemption of the PCI Notes; provided, further, that any Tax Distribution made to RPH or a Vestar Entity as a result of such disallowance shall not be deemed an advance distribution as provided in Section 6.4(b) and thus not subject to the provisions of Section 6.4(d) ; provided, further, that amounts that would otherwise be payable as subsequent Tax Distributions to Franklin shall be deemed paid in an amount equal to the Tax Distributions made to RPH and the Vestar Entities as a result of such disallowance, but in the event of a final adjustment by a taxing authority disallowing the deduction of the bond tender premium claimed by Franklin, any amounts that Franklin would have received as Tax Distributions but for the deemed payment described above shall be paid to it and Franklin shall receive a Tax Distribution both in accordance with Section 6.4(a) as a result of the disallowance of the current deduction claimed by the Company for the bond tender premium. Notwithstanding anything to the contrary in this Section 6.4 , an option holder who becomes a Member as a result of exercise is not entitled to a Tax Distribution relating to compensatory income allocated pursuant to Section 5.5 of this Agreement from the Company to such option holder as a result of such option exercise. Notwithstanding anything to the contrary in this Section 6.4 , no Tax Distributions shall be made in excess of the amounts permitted under the Senior Secured Indenture and the Subordinated Indenture.

          (b) For purposes of this Agreement, amounts distributed to the Members pursuant to Section 6.4(a) shall be deemed to be advance distributions of amounts to be distributed pursuant to Section 6.1 .

          (c) If either the Reid Members (taken as a group) or the Suiza Members (taken as a group) receive an actual Tax Distribution for the year in an amount less than such group’s Adjusted Tax Distribution Amount, then such shortfall tax distribution will be subject to the provisions of Section 6.4(d) . A group’s “ Adjusted Tax Distribution Amount ”, for purposes of this clause is equal to (y) the larger of the Tax Distribution Amount for the Reid Members (taken as a group) and the Suiza Members (taken as a

group) multiplied by (z) the sum of the As-Converted Percentage Interest for all Members of such group. Tax Distribution Amount for each group is determined by dividing the actual aggregate Tax Distributions made to such group by the sum of the As-Converted Percentage Interests of the Members of such group.

          (d) In the case of a shortfall tax distribution as computed under Section 6.4(c) , the amount of such shortfall shall be considered an amount upon which the Company shall pay a preferred return to the Member of such group holding Preferred Units (the “ Tax Shortfall Member ”) until such shortfall has been repaid to the Company by the Members of the other group (the “ Tax Target Group ”), which repayment shall be made out of distributions to which the Tax Target Members would otherwise be subsequently entitled unless the Members agree to settle the outstanding amounts through payments. The preferred return payable under this Section 6.4(d) shall be seven and one-half percent (7.5%) per annum, accruing from and after the date on which such shortfall tax distribution is created.

ARTICLE VII

MANAGEMENT OF THE COMPANY

               7.1 Management Committee .

          (a) The Company shall be managed by a Management Committee consisting of individuals (the “ Managers ”), a majority of whom shall be appointed by Vestar Refinancing. Of the Managers serving on the Management Committee, (i) at least four Managers shall be appointed by Vestar Refinancing, (ii) two Managers shall be appointed by Franklin, and (iii) one Manager shall be the Chief Executive Officer of the Company. Vestar Refinancing and Franklin shall have the right to remove and replace those Managers appointed by them at any time effective immediately upon written notice. Vestar Refinancing may designate one of the Vestar Refinancing Managers as the Chairman of the Management Committee, and such Manager will preside (when present) at all meetings of the Management Committee. The Management Committee may be expanded in size from time to time to add “independent” Managers or, at the request of Vestar Refinancing, B. Joseph Rokus. For each independent Manager added, or if B. Joseph Rokus is added to the Management Committee, Vestar Refinancing shall be entitled to appoint such additional Managers as may be necessary to ensure that Vestar Refinancing is able to designate a majority in number of the Managers. As of the date of this Agreement, the Management Committee shall be comprised of nine Managers: (i) the Vestar Refinancing Managers are Ronald V. Davis, Leonard Lieberman, James P. Kelley and John R. Woodard, (ii) the Franklin Managers are Richard Robinson and Ronald H. Klein, (iii) Stephen E Macadam, the Chief Executive Officer, is serving on the Management Committee, (iv) B. Joseph Rokus is serving on the Management Committee at the request of Vestar Refinancing, and (v) William G. Bell is serving on the Management Committee as an “independent” member.

          (b) Subject to the rights expressly granted to the Members or to particular Members hereunder, the Management Committee shall have general powers of

supervision, direction and control over the business of the Company. The Management Committee shall have the general powers and duties typically vested in the board of directors of a corporation and all other powers and duties over the Company and its business, except as expressly provided elsewhere in this Agreement.

          (c) The presence of Managers entitled to cast at least a majority of votes shall be necessary to constitute a quorum at any meeting of the Management Committee. Except as expressly provided with respect to Major Decisions in Section 7.3 , any matter submitted to a vote or consent of the Management Committee at which a quorum is present may be approved by a majority of the votes represented at such meeting. No Member or Manager, acting solely in its capacity as a Member or Manager, shall have the power and authority to act for and bind the Company with respect to any matter unless such matter has been approved by the Management Committee as set forth herein.

          (d) Any Manager may participate in a meeting through use of a conference telephone, video conference or similar communication equipment, so long as all Managers participating in the meeting can hear one another, and any Manager participating in such manner will be considered “present” at such meeting. Accurate minutes of each meeting of the Management Committee shall be maintained by a Manager or officer designated by the Management Committee for that purpose.

          (e) Meetings of the Management Committee for any purpose may be called at any time by any Manager. Unless waived as set forth below, at least two Business Days notice of the time, place and general subject matter of each meeting of the Management Committee shall be delivered personally to each of the Managers or personally communicated to them by another Manager or an officer of the Company, and confirmed in writing by facsimile, or communicated by FedEx or other comparable overnight courier service (receipt requested). Notice shall be transmitted to the last known facsimile number or address of the Manager as shown on the records of the Company. Such notice as above provided shall be considered due, legal and personal notice to such Manager. With respect to any meeting not duly called or noticed in accordance with the foregoing provisions, any transactions carried out at such meeting will be as valid as if they had occurred at a meeting duly called and noticed if: (i) all Managers are present at the meeting; or (ii) those Managers not present at the meeting sign a waiver of notice of such meeting, whether before or after the meeting.

          (f) Any action required or permitted to be taken by the Management Committee may be taken without a meeting and will have the same force and effect as if taken by a vote of the Managers at a meeting properly called and noticed, if authorized by a writing signed individually or collectively by all, but not less than all, of the Managers.

              7.2 Major Decisions . The term “ Major Decision ” means any decision by the Management Committee with respect to any of the following matters (other than in connection with the exercise by the Reid Members of their rights under Section 11.5 or 11.6 ):

          (a) issuing any Units or Preferred Units or any security, including any indebtedness, convertible into Units or Preferred Units, or any other form of equity in the

Company, other than (i) granting options to management employees of the Company to purchase up to 9.0% of the total Units on a fully diluted basis, taking into account, for the purpose of the denominator only, the Units initially issued and the options rolled over from Franklin, (ii) issuing Units pursuant to the exercise of such options, (iii) issuing Units pursuant to the options held by certain employees of Franklin that have been converted into options to acquire Units pursuant to the Merger Agreement, (iv) issuing Series A Preferred Units pursuant to Section 12.1 , (v) issuing Units and/or Series C Preferred Units upon the conversion of outstanding Series A Preferred Units or Series B Convertible Preferred Units pursuant to Section 12.2(f) and Section 12.4(e) or 12.4(f) , respectively, and (vi) issuing Units or Preferred Units or any security, including any indebtedness, convertible into Units or Preferred Units, or any other form of equity in the Company, in one or more private offerings (excluding any issuances referred to in (i), (ii), (iii), (iv) or (v) above) where the aggregate purchase price for all such issuances does not exceed $50 million;

          (b) accepting or requiring any Member to make any additional Capital Contribution to the Company;

          (c) incurring indebtedness or entering into guarantees for borrowed money (excluding trade payables incurred in the ordinary course of business or refinancing of indebtedness incurred in connection with the transactions contemplated by the Merger Agreement or borrowing after the Closing Date under the Tranche C term loan facility or the revolving credit facility included in the senior bank financing of the Company on the Closing Date and refinancings thereof) in excess of $80 million;

          (d) selling, leasing, pledging or granting a security interest or encumbrance in all or substantially all of the Company’s assets, except in connection with the incurrence of indebtedness for borrowed money that does not involve a Major Decision under the preceding paragraph;

          (e) acquiring (whether through an asset purchase, merger, equity purchase or otherwise) any Plastics Operations or other assets (excluding acquisitions of raw materials and supplies in the ordinary course of business) having a value, individually or in the aggregate for any series of related transactions, in excess of $80 million;

          (f) selling or otherwise disposing of any Plastics Operations or other assets (excluding sales or other dispositions of inventory in the ordinary course of business) having a value, individually or in the aggregate for any series of related transactions, in excess of $80 million;

          (g) except as otherwise permitted in Section 7.6(b) or Section 7.8 , entering into or amending any transaction or agreement between the Company and a Member or an Affiliate of a Member, including any amendment to the VCP Management Agreement;

          (h) making any material election or other decision pursuant to Section 5.4(c) , which relates to Code Section 704(c);

          (i) any change in the purpose or scope of the Company pursuant to Article III ;

          (j) amending or granting a waiver with respect to this Agreement;

          (k) authorizing any consolidation, dissolution, or liquidation of the Company or any merger in which the Company does not survive, other than pursuant to an Initial Public Offering;

          (l) converting the Company into a corporation, other than pursuant to an Initial Public Offering;

          (m) executing or delivering any assignment for the benefit of creditors of the Company;

          (n) filing any voluntary petition in bankruptcy or receivership with respect to the Company;

          (o) authorizing the payment in cash of distributions on the Series A Preferred Units under Section 12.2(b) ;

          (p) authorizing the optional redemption of Series A Preferred Units under Section 12.2(c) ; or

          (q) entering into any agreement with any Person that would afford such Person priority over any of Suiza Foods, Franklin, any Reid Member or any other person contemplated to be a party to the Registration Rights Agreement with regard to the exercise of incidental registration rights pursuant to Section 2.2(a) and 2.2(b) of the Registration Rights Agreement, except as provided in the form of registration rights agreement referenced in Section 12.5(e) .

              7.3 Approval of Major Decisions . Notwithstanding any contrary provisions of Section 7.1:

          (a) Any Major Decision must be approved by the affirmative vote of not less than a majority of the Managers present and entitled to vote at a meeting of the Management Committee at which a quorum is present. Such affirmative vote shall include (i) the vote of the Franklin Manager specifically designated by Suiza Foods from time to time for approval of Major Decisions, who shall initially be Richard Robinson, and (ii) the vote of the Vestar Refinancing Manager specifically designated by Vestar Refinancing from time to time for approval of Major Decisions, who shall initially be James P. Kelley.

          (b) Section 7.2 and the requirement for the affirmative vote of the Franklin Manager described in Section 7.3(a)(i) shall not apply from and after the date of the first to occur of the following events: (i) a Change in Control of Suiza Foods, (ii) an Initial Public Offering or (iii) Suiza Members, collectively, hold less than 10% of the As-Converted Percentage Interests.

          (c) Section 7.2 and the requirement for the affirmative vote of the Vestar Refinancing Manager described in Section 7.3(a)(ii) shall not apply from and after the date of the first to occur of the following events: (i) a Change in Control of Vestar

Refinancing, (ii) an Initial Public Offering or (iii) Reid Members, collectively, hold less than 10% of the As-Converted Percentage Interests.

              7.4 Officers . The officers of the Company shall include a President, a Secretary and such other officers as the Management Committee in its discretion may appoint, and such officers will have any powers delegated to them by the Management Committee (subject to any limitations on the authority of the Management Committee set forth in this Agreement).

              7.5 Certificate of Formation . The President or another officer of the Company shall cause to be filed at the Company’s expense such certificates or documents (including, without limitation, copies, renewals, amendments or restatements of the Certificate) as may be determined by such officer to be reasonable and necessary or appropriate for the formation or qualification and operation of a limited liability company in the State of Delaware and in any other state in which the Company may elect to do business.

              7.6 Compensation and Reimbursement of Member Expenses .

          (a) Except as provided in Section 7.6(b) , no Member, other than the Individual Members, shall be compensated for any services rendered to the Company by such Member or its designees on the Management Committee. Notwithstanding anything to the contrary in this Agreement, each Member shall be reimbursed for out-of-pocket expenses that such Member makes for or on behalf of the Company, to the extent such expenses are authorized by the Management Committee.

          (b) Vestar Entities or their Affiliates will perform certain advisory services for the Company pursuant to the VCP Management Agreement.

              7.7 Outside Activities; Noncompetition .

          (a) Subject to Section 7.7(b) , (c) and (d) , a Member, any Affiliate of a Member, and any director, officer, partner, or employee of a Member or any Affiliate thereof, may have business interests and engage in business activities in addition to those relating to the Company and may engage in any businesses and activities for its own account and for the accounts of others without having or incurring any obligation to offer any interest in or funds from such properties, businesses or activities to the Company or any Member, and no other provision of this Agreement shall be deemed to prohibit the Members or any such other Person from conducting such other businesses and activities. Neither the Company nor any Member shall have any rights by virtue of this Agreement or the limited liability company relationship created hereby in any business ventures of any other Member or any Affiliate of any such Member or any director, officer, partner, or employee of any other Member or any Affiliate thereof.

          (b) Neither Suiza Foods, nor the Suiza Member, nor any Controlled Affiliates of Suiza Foods or the Suiza Member (collectively, the “ Suiza Affiliates ”) may, directly or indirectly, operate or acquire any interest in a business or operation that (i) manufactures or sells (A) plastic packaging products that are substantially similar to the products then manufactured or sold by any of the Suiza Companies or the Reid Companies (prior to the Closing Date) and the Company and its subsidiaries (after the Closing Date) (collectively,

the “ Principal Companies ”) or (B) plastic bottles for dairy, water, juice or other beverages and (ii) sells such products in a common geographic market as the substantially similar products then sold by the Principal Companies or in any Proposed Geographic Market (collectively, a “ Competing Business ”); provided that:

          (i) nothing in this Section 7.7(b) shall restrict (A) the continued ownership or operation in the ordinary course of business of Neva Plastics, Inc. in Puerto Rico, (B) the operations conducted by Controlled Affiliates of Suiza Foods that manufacture plastic packaging products solely for their own use, or (C) subject to the terms and conditions of the Supply Agreement, the acquisition of a Competing Business which generated 50% or less of the revenues of the total enterprise being acquired by the Suiza Affiliate for the twelve months preceding such acquisition; provided that, for purposes of this subsection (c), within six months of such acquisition the Suiza Affiliate offers to sell to the Company the Competing Business and agrees to work in good faith to establish a mutually acceptable purchase price for the Competing Business, or if a mutually acceptable purchase price is not agreed upon, the Suiza Affiliate transfers the Competing Business to an unaffiliated third party within twelve months of the acquisition; and

          (ii) this Section 7.7(b) shall be of no force or effect from and after the later of the fifth anniversary of the Closing Date and the date on which the Suiza Members and their Controlled Affiliates, in the aggregate, cease to own 10% or more of the Units both on a currently outstanding basis and on a fully diluted basis.

             (c) Neither RPH nor any of its Affiliates (excluding the Company and its subsidiaries) may, directly or indirectly, engage or participate in any Plastics Operations in the United States, Mexico and any other country in which any of the Principal Companies does business; provided that this Section 7.7(c) shall be of no force or effect from and after the later of the fifth anniversary of the Closing Date and the date on which the Vestar Entities and RPH and their Controlled Affiliates, in the aggregate, cease to own 10% or more of the Units both on a currently outstanding basis and on a fully diluted basis.

              (d) Entities Controlled by Vestar Equity Partners, L.P. or VCP or any merchant banking fund or other entity Controlled by Vestar Equity Partners, L.P. or VCP or by the Controlling Persons of Vestar Equity Partners, L.P. or VCP (collectively, the “ VCP Affiliates ”) shall not, directly or indirectly, (x) acquire a Controlling interest in any Competing Business, or (y) after the date hereof, make an equity investment valued at the time of investment at $75 million or more in, any Competing Business; provided that:

             (i) nothing in this Section 7.7(d) shall restrict (A) the continued ownership or operation in the ordinary course of business of Russell Stanley Holdings, Inc. and its subsidiaries and their respective transferees and successors (collectively, “ Russell-Stanley ”), or (B) any action taken or transaction effected by Russell-Stanley or by Russell-Stanley’s Affiliates in respect of Russell-Stanley

if immediately following such action or transaction Russell-Stanley is not Controlled by the VCP Affiliates;

          (ii) nothing in this Section 7.7(d) shall restrict any acquisition of a Competing Business that (A) generated less than $25 million in revenues for the twelve months preceding such acquisition; provided that in no event shall any VCP Affiliate acquire any enterprise with respect to which a Competing Business generated more than 50% of the revenues of the total enterprise being acquired by the VCP Affiliate for the twelve months preceding such acquisition, or (B) generated 50% or less of the revenues of the total enterprise being acquired by the VCP Affiliate for the twelve months preceding such acquisition; provided that within six months of such acquisition the VCP Affiliate offers to sell to the Company the Competing Business and agrees to work in good faith to establish a mutually acceptable purchase price for the Competing Business, or if a mutually acceptable purchase price is not agreed upon, the VCP Affiliate transfers the Competing Business to an unaffiliated third party within twelve