PLAN SUPPLEMENT TO TRUSTEE’S THIRD AMENDED CHAPTER …

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION www.flsb.uscourts.gov

In re Case No. 91-14561-BKC-PGH SOUTHEAST BANKING CORPORATION, Chapter 11 Debtor. __________________________________/

PLAN SUPPLEMENT TO

TRUSTEE’S THIRD AMENDED CHAPTER 11 PLAN OF REORGANIZATION

DATED FEBRUARY 9, 2009

Mark D. Bloom [email protected] Scott M. Grossman [email protected] GREENBERG TRAURIG, P.A. 1221 Brickell Avenue Miami, Florida, 33131 Telephone: (305) 579-0500 Fax: (305) 579-0717 Counsel for Jeffrey H. Beck, Chapter 11 Trustee

Case 91-14561-PGH Doc 5594 Filed 02/27/09 of 5

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Jeffrey H. Beck, as Chapter 11 Trustee for the Estate of Southeast Banking Corporation, Debtor, hereby submits this Plan Supplement in accordance with Section 9.17 of the Trustee’s Third Amended Chapter 11 Plan of Reorganization dated February 9, 2009 (DE #5560) and makes certain supplemental disclosures in accordance with various other provisions of the Plan. All capitalized terms used in this Plan Supplement but not otherwise defined herein have the meanings ascribed to such terms in the Plan and the Amended Disclosure Statement with respect to Trustee’s Third Amended Chapter 11 Plan of Reorganization Dated February 9, 2009 (DE #5562) (the “Disclosure Statement”).

1. Supplemental Disclosures A. In accordance with Section 5.10 of the Plan, the SEBC Holdings General

Partner will be:

SCS Management LLC, a Delaware limited liability company owned and controlled by Paul S. Edwards, Managing Director of SCS. As disclosed in the Plan and Disclosure Statement, SCS is the investment banker for the Estate. A copy of Mr. Edwards’ curriculum vitae is attached hereto as Exhibit 1-A-i.

B. As set forth in the Plan, the Reorganized SEBC Board will have five directors. In accordance with Section 5.11 of the Plan, the following three individuals, selected by the Trustee, are proposed to serve as initial directors of Reorganized SEBC:

i) Paul S. Edwards. A copy of Mr. Edwards’ curriculum vitae is attached hereto as Exhibit 1-A-i.

ii) Gary Mendoza. A copy of Mr. Mendoza’s curriculum vitae is attached hereto as Exhibit 1-B-ii.

iii) Ian Stock. A copy of Mr. Stock’s curriculum vitae is attached hereto as Exhibit 1-B-iii.

The remaining two director positions for the Reorganized SEBC Board have not yet been proposed, and will be selected by Investor prior to Closing. Such directors may be any individuals deemed by Investor as qualified to serve who are not “insiders” (as that term is defined in 11 U.S.C. §101(31)(B)) of the Debtor.

C. The initial officers of Reorganized SEBC will be:

i) President: Paul S. Edwards. A copy of Mr. Edwards’ curriculum vitae is attached hereto as Exhibit 1-A-i.

ii) Vice President: Paul S. Edwards. A copy of Mr. Edwards’ curriculum vitae is attached hereto as Exhibit 1-A-i.


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iii) Secretary: Paul S. Edwards. A copy of Mr. Edwards’ curriculum vitae is attached hereto as Exhibit 1-A-i.

iv) Treasurer: Paul S. Edwards. A copy of Mr. Edwards’ curriculum vitae is attached hereto as Exhibit 1-A-i.

After the Effective Date, the Reorganized SEBC Board may replace any or all of the officers in accordance with the Reorganized SEBC By-laws and applicable law.

D. In accordance with Section 5.12 of the Plan, the manager of Real Estate LLC will be SEBC Holdings.

Real Estate LLC and the Jacksonville Property Subsidiaries intend to continue the employment, for consulting, management, maintenance and marketing activities, of Kent Schmidt and Jim Efstathion and Mr. Efstathion’s company, Siga Development and Investment, Inc. (“Siga”), which individuals own an interest in certain of the Jacksonville Properties owned by the Jacksonville Property Subsidiaries, under the continuation of the agreement pursuant to which Messrs. Schmidt, Efstathion and Siga have historically provided such services to the Jacksonville Property Subsidiaries. Real Estate LLC may also engage Jeffrey H. Beck on an hourly basis to provide consulting services with respect to the Jacksonville Property.

E. The Disbursing Agent under the Plan will be:

i) With respect to Cash, Jeffrey H. Beck.

ii) With respect to Reorganized SEBC Securities, Reorganized SEBC.

iii) With respect to SEBC Holdings Securities, SEBC Holdings.

Both Reorganized SEBC and SEBC Holdings, in their respective capacities as Disbursing Agents, may also engage Jeffrey H. Beck on an hourly basis to provide consulting services with respect to Plan Distributions.

F. The Transfer Agent/Registrar for SEBC Holdings Securities will be Computershare, Inc. (“Computershare”). Computershare will make all exchanges and distributions of securities under the Plan. Computershare is likely to also provide services to US Bank as Indenture Trustee and registrar and transfer agent for SEBC Subordinated Notes in connection with the distributions of cash to holders of EuroNotes. The Indenture Trustees will not be asked or required to distribute any securities under the Plan.

G. The Transfer Agent/Registrar for Reorganized SEBC Series K Junior Preferred Stock will be Computershare. Computershare will make all distributions of securities under the Plan. The Indenture Trustees will not be asked or required to distribute any securities under the Plan.


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2. Plan Supplement Documents

Attached as Exhibits 2-A through 2-L hereto are proposed forms of the following documents deemed necessary to implement the Plan. The Trustee reserves the right, upon consultation with Investor and other parties in interest in this case to modify, alter, and amend any of the attached documents at any time, without further notice, so long as the documents as modified are not inconsistent with the terms of the Plan, as such may be amended in accordance with 11 U.S.C. § 1127:

A. Reorganized SEBC By-laws

B. SEBC Holdings Charter

C. SEBC Holdings Partnership Agreement

D. Real Estate LLC Charter

E. Real Estate LLC Agreement

F. Securities Purchase Agreement

G. Agreement with Disbursing Agent

H. Agreements between SEBC and Investment Vehicle [to be filed separately in advance of confirmation hearing]

I. Agreements with Transfer Agent for SEBC and SEBC Holdings Securities

J. Custodial/Servicing Agreement for SEBC1

K. DTC Agreement for SEBC

L. DTC Agreement for SEBC Holdings

1 The Servicer has not yet been selected, and as such this document may be subject to further substantial

revision.


3. Additional Information.

Attached hereto as Exhibit 3 is a Summary of Planned Business of Reorganized SEBC, SEBC Holdings LP, and SEBC Real Estate, LLC. This summary is not intended to be a "plan summary" and has not been approved by the Bankruptcy Court, but is merely intended to provide a broad overview of the business plan for Reorganized SEBC, SEBC Holdings, and Real Estate LLC.

Dated: February 27,2009 SOUTHEAST BANKING CORPORATION

BY:~~.~Nam ': H. Beck 7 Title. Chapter 11 Trustee

Mark D. Bloom Florida Bar No. 303836 [email protected] Scott M. Grossman Florida Bar No. 0176702 [email protected] GREENBERG TRAURIG, PA 1221 Brickell Avenue Miami, Florida, 33131 Telephone: (305) 579-0500 Fax: (305) 579-0717

Counsel for Jeffrey H. Beck, Chapter 11 Trustee MIA 180.431,589v52-27-09

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Structured Capital Solutions

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CURRICULUM VITAE – PAUL EDWARDS

PERSONAL DETAILS

NAME: Paul Edwards

ADDRESS: 47 Melbury Road, Kensington, London, United Kingdom

DATE OF BIRTH: 6 May 1964

EDUCATION and QUALIFICATIONS

Qualifications: Graduate Degree in Economics, Major in Financial Markets, MacquarieUniversity

Interests: Equestrian, Skiing, Tennis

EMPLOYMENT

Current

Paul is the Founder and Chief Executive Officer of Structured Capital Solutions. Paulhas nearly 20 years of structured finance experience with particular emphasis onbanking and finance as well as the film and media industries.

The emphasis at Structured Capital Solutions has been on structured equitytransactions where it is currently retained by several leading financial institutions and isarranging various cross border and domestic fund raising and investment transactions.

In addition to the delivery of a broader range of products to various media majors suchas Time Warner and Walt Disney, Paul was also heavily involved in arranging thestructured cross border financing of films including King Arthur, Basic Instinct 2 andThe Brothers Grimm through his role at media advisory specialist GFF Limited.

Previous

Prior to establishing Structured Capital Solutions, Paul was Head of Global CorporateFinance, Americas with National Australia Bank Limited. Following his role as Head ofStructured Finance in Sydney, Paul was transferred to New York and givenresponsibility for the Banks strategic initiative to start up both the Structured Financeand Project Finance businesses and retained a hands-on focus on deal and productorigination.

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Structured Capital Solutions

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As the Head of Global Corporate Finance, Americas Paul was also responsible for theProperty Finance, Corporate Lending and Syndications businesses. Paul’s role was tolead and drive each regional business within the respective global product frameworkand to lead and manage the day to day Structured Finance effort.

Under Paul’s leadership the Structured Finance business was focused on cross bordertax arbitrage transactions including hybrid equity repo products, dual residentdeduction structures, withholding tax abatement and foreign tax credit structures, filmand intellectual property finance, domestic and cross border leasing as well as a rangeof regional tax and accounting oriented products.

Prior to National Australia Bank, Paul worked in cross border leasing at HambrosAustralia Limited.


GARY MENDOZA491 W. Montecito Ave.

Sierra Madre, CA [email protected]

213.792.7651

PRIVATE SECTOR EXPERIENCE:

Health Care Strategic Partners, LLC, Los Angeles, California June 2008 - presentCo-Founder and Managing Director

Health Care Strategic Partners develops and implements strategies to build value for hospitals, medicalgroups and related health care organizations

Credito y Respeto, Inc., Los Angeles, California June 2006 – May 2008 (on hold)Co-Founder and Chief Executive Officer

Credito y Respeto provides an installment credit facility to Latino-focused retailers

Bingham McCutchen LLP/Riordan & McKinzie, Los Angeles, California August 1988 – July 1993Partner, Corporate Department October 1997 – May 2006

general corporate practice, including mergers, acquisitions, health care matters, strategic jointventures and corporate governance

Latham & Watkins, Los Angeles and Orange County, California August 1982 – January 1988Associate Attorney

general corporate and securities matters, including mergers and acquisitions

Deloitte & Touche, Los Angeles, California July 1977 – August 1979Staff Accountant

member of audit staff CPA Certificate awarded July 1979 recipient of national honors for scores received on November 1977 CPA exam

PUBLIC SECTOR EXPERIENCE:

Office of Mayor Richard Riordan, Los Angeles, California March 1996 - July 1997Deputy Mayor for Economic Development

responsible for leading and managing the Mayor's Office of Economic Development and implementingthe Administration’s policies to build the City of Los Angeles’ economic base

Chair, Riordan Commission for Healthy Kids

Department of Corporations, State of California July 1993 - March 1996Commissioner of Corporations; appointed by Governor Pete Wilson

responsible for leading and managing 425-person regulatory department with jurisdiction overHMOs, securities, broker/dealers, credit unions, finance lenders and mortgage bankers

successfully negotiated with Blue Cross of California the formation of The California Endowmentand the California Healthcare Foundation, health care charitable foundations with over $5 billionin assets

restructured important aspects of the Department's Health Care Division's operations, includingestablishment of an 800 number to respond to health plan enrollee complaints

sponsored a series of regulatory and legislative initiatives to make it easier for small businesses toaccess the capital markets

profiled as "Health Care Hero” in California Lawyer cover story (December 1994) named one of 10 "1995 Up & Comers” by Modern Healthcare (September 18, 1995)


OTHER EXPERIENCE:

Lopez Foods, Inc. (private company) Board of Directors (2000- present)

Secretary’s Advisory Committee on Regulatory Reform (U.S. Department of Health and Human Services) Member (2001-2002)

Candidate, California Insurance Commissioner November 2001 - November 2002

Riordan for Mayor, Los Angeles, California July 1992 - June 1993Campaign Lawyer

Member of Mayor-elect Riordan's transition team

Christopher Cox for Congress, Newport Beach, California January 1988 - July 1988Issues Director

EDUCATION:

Claremont McKenna College, B.A. Economics (magna cum laude), June 1977Yale Law School, J.D., June 1982

Managing Editor, Yale Journal of World Public Order

PERSONAL:

Married—Joylenn Mendoza (28 years)Children—Gregory (23) and Matthew (19)Particular interests—history, fly-fishing, golf


[email protected] IAN J. STOCK (831) 345 7524 (cell)Silicon Valley

COMMERCIAL & FINANCE LAWYER

SUMMARY

A skilled adviser and negotiator, with a Yale Law Degree and 25 years of “hands-on” corporate,commercial, finance and securities law experience, I am particularly well-versed in M&A and financing.

SKILL AREAS:

Public offerings of equity & debt: Drove financings of all kinds with finance and banking teamsin-house and in firms. Secured loans, convertible debt.

Start-ups & their financing: Handled the wide range of start-up legal needs: option plans;customer deals; IPOs.

M&A & joint ventures: Structured and drove complex international M&A deals andJoint Ventures centered in Silicon Valley and Europe.

IP licensing: Protected and monetized IP through DevelopmentAgreements, Licenses and Assignments of IP, etc.

Commercial transactions: Product sales through Ts & Cs or Purchase Agreements,Supply Agreements, Manufacturing Agreements . . .

SOX compliance & SEC filings: Implemented best practices in modern corporate governancefor the post-Sarbanes-Oxley era.

EDUCATION & TRAINING: JD, Yale Law School 1982BA, Human Ecology, UC Berkeley 1979

QUALIFICATIONS: Member of the California Bar“Avocat au Barreau de Paris” (1991 – 2003)

PROFESSIONAL EXPERIENCE:

ENTREPRELAW 2004 – presentSilicon Valley CA – law firm

Commercial transactions: product sales and purchases; licenses; M&A; joint ventures and strategicpartner transactions; Ts & Cs; design and development agreements; manufacturing agreements; etc.

Representing start-ups, originating in Silicon Valley and abroad, in their initial formation, shareholderagreements, IP protection, option plan adoption, and debt and equity financing rounds

MINDSPEED TECHNOLOGIES, INC. 2003 - 2004Newport Beach CA – public semiconductor companySenior VP, General Counsel and Secretary

Implemented SOX: Board Committee Charters; Ethics and Whistle-blower Codes.


[email protected] IAN J. STOCK (831) 345 7524 (cell)

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Corporate Secretary functions: supervision and distribution of Board materials. SEC filings.

Walking CFO and Board through equity financing alternatives and secured loan duties.

ATMEL CORPORATION 2000 - 2003San Jose CA – public semiconductor designer, manufacturer and marketerDirector, Chief Corporate Counsel and Assistant Secretary

Negotiated joint ventures and acquisitions in USA, Europe and Asia, including equity investmentsand technology sharing

Commercial transactions, including Product Purchase and License Agreements, Ts & Cs

SEC filings and initial SOX compliance measures, including Disclosure Controls Procedure andWhistleblower Code

Represented Atmel on a customer’s creditors’ committee

WILSON SONSINI GOODRICH & ROSATI 1998 - 2000Palo Alto CA – leading national high tech and biotech law firmSpecial Counsel to the firm’s “Debt Group”

Represented start-ups through the full range of their legal needs from financings through options tofirst customer deals; member of Advisory Board of a start-up in internet translation

Handled international portions of complex M&A deals, including the Japanese part of MicronTechnology’s purchase of TI’s memory business

Company or Underwriters' counsel on IPOs and 144A convertible debt offerings; commercialdebt financing

STOCK INTERNATIONAL LAW 1992 - 1997Paris, France

International transactions. Served as outside General Counsel of both a start-up biotech company anda boutique investment bank, doing international joint ventures, M&A and licenses.

KEVORKIAN & RAWLINGS 1987 - 1992Paris, France – boutique international law firmPartner from 1991, Associate prior

This firm handled the French business of probably the most impressive roster of major USmultinationals in Paris. My principal responsibility was these prestige clients' international M&A dealsand joint ventures, handled with a small team and my “hands on” all the way.

KRONISH, LIEB, WEINER & HELLMAN 1983 - 1987New York NY – midsize law firmAssociate

Preparing disclosure materials for public offerings of municipal debt and private placements of tax-advantaged investments, and advising a bank in middle market lending.


BYLAWSOF

SEBC FINANCIAL CORPORATION

ARTICLE IOffices

Section 1. Registered Office. The registered office of the Corporation shall belocated in the State of Florida.

Section 2. Other Offices. The Corporation also may have offices at such otherplaces, either within or without the State of Florida, as the Board of Directors may determinefrom time to time or as the business of the Corporation may require.

ARTICLE IIShareholders

Section 1. Annual Meeting. An annual meeting of the shareholders shall be heldeach year within one hundred eighty (180) days after the close of the immediately precedingfiscal year of the Corporation for the purpose of electing directors and transacting such otherbusiness as may properly come before the meeting. The date and time of the annual meetingshall be determined by the Board of Directors. If the election of directors shall not be held on theday designated for any annual meeting, or at any adjournment thereof, the Board of Directorsshall cause the election to be held at a meeting of the shareholders on a day as soon thereafter asmay be convenient.

Section 2. Special Meetings. Special meetings of the shareholders may be called forany purpose by the President or the Board of Directors, and shall be called by the President orthe Secretary upon the written request of the holders of not less than twenty percent (20%) of allof the shares entitled to vote at the special meeting. If a special meeting has been validlyrequested by the shareholders, the Board of Directors shall set the date of the special meeting notless than ninety (90) days nor more than one hundred twenty (120) days after the receipt anddetermination of the validity of such request. Following such receipt and determination, it shallbe the duty of the Secretary to cause notice of the meeting to be given, in the manner set forth inthese Bylaws, to the shareholders entitled to vote at the special meeting. The business transactedat any special meeting of the shareholders shall be limited to the purpose or purposes stated inthe notice.

Section 3. Place of Meeting. The Board of Directors may designate any place, eitherwithin or without the State of Florida, as the place of meeting for any annual or special meetingof the shareholders. If no designation is made, the place of meeting shall be the Corporation'sprincipal place of business.

Section 4. Notice of Meetings; Waiver of Notice. Written or printed notice statingthe date, time and place of the meeting, and in the case of a special meeting, the purpose orpurposes for which the meeting is called, shall be delivered, unless otherwise provided by law,not less than ten (10) nor more than sixty (60) days before the date of the meeting, either


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personally, by an acceptable form of electronic communication or by first-class mail, by or at thedirection of the President, the Secretary, the Board of Directors or the persons calling themeeting or as otherwise provided by law, to each shareholder of record entitled to vote at suchmeeting. If mailed, such notice shall be deemed to be delivered when deposited in the UnitedStates mail, addressed to the shareholder at his or her address as it appears on the stock transferbooks of the Corporation, with postage thereon prepaid. Notice need not be given to anyshareholder who submits a written waiver of notice before or after the date and time statedtherein. Attendance of a person at a meeting of the shareholders shall constitute a waiver ofnotice of such meeting, except where a shareholder attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened. Neither the business to be transacted at nor the purpose ofany annual or special meeting need be specified in any written waiver of notice.

Section 5. Record Date. For the purpose of determining shareholders entitled tonotice of or to vote at any meeting of the shareholders or any adjournment thereof, orshareholders entitled to receive payment of any dividend or other distribution, or in order tomake a determination of shareholders for any other proper purpose, the Board of Directors mayfix in advance a date as the record date for any such determination of shareholders, such date inany case to be not less than ten (10) nor more than seventy (70) days immediately preceding suchmeeting or other event requiring such determination. When a determination of shareholdersentitled to vote at any meeting of the shareholders has been made as provided in this Section 5,such determination shall apply to any adjournment thereof, except where the Board of Directorsfixes a new record date for the adjourned meeting.

Section 6. Voting Lists. The officer or agent having charge of the stock transferbooks for shares of the Corporation shall make, at least ten (10) days before each meeting of theshareholders, a complete list of shareholders entitled to vote at such meeting or any adjournmentthereof, arranged in alphabetical order, showing the address of each shareholder, and the numberand class and series, if any, of shares registered in the name of each shareholder. Such list shallbe open to the examination of any shareholder during ordinary business hours for a period of atleast ten (10) days prior to the meeting at the place where the meeting is to be held. Such listshall also be produced and kept open at the time and place of the meeting during the entireduration thereof, and may be inspected by any shareholder present at the meeting. The originalstock transfer books shall be prima facie evidence as to the identity of the shareholders entitled toexamine such list or to vote at any such meeting of shareholders.

Section 7. Quorum and Manner of Action. Unless otherwise provided by the Articlesof Incorporation, holders of a majority of the shares entitled to vote at a meeting, present inperson or represented by proxy, shall constitute a quorum at all meetings of the shareholders. Inthe event a quorum is not present or represented by proxy at any meeting of the shareholders, amajority of the shareholders entitled to vote thereat, present in person or represented by proxy,shall have the power to adjourn the meeting from time to time without notice of the time andplace of the adjourned meeting, other than announcement at the meeting at which adjournment istaken. At the adjourned meeting, the Corporation may transact any business which may havebeen transacted at the original meeting. If after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder ofrecord entitled to vote at the meeting.


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Section 8. Vote Required. At any meeting at which a quorum is present, theaffirmative vote of the holders of a majority of the voting power of the shares cast at the meeting,whether present in person or represented by proxy, shall be the act of the shareholders, unless thevote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 9. Voting Rights; Proxies. Each outstanding share, regardless of class, shallbe entitled to one (1) vote on each matter submitted to a vote at a meeting of the shareholders,except to the extent that the voting rights of the shares of any class are limited or denied by lawor the Articles of Incorporation. Each shareholder entitled to vote shall be entitled to vote inperson or by proxy executed in writing by such shareholder or by his or her duly authorizedattorney-in-fact or such other form of electronic or electronically transmitted or authorized proxyas may be permitted by Florida law. No such proxy shall be valid after eleven (11) months fromthe date of its execution, unless the proxy provides for a longer period.

Section 10. Informal Action by Shareholders. Unless otherwise provided by law or inthe Articles of Incorporation, any action required or permitted to be taken at any annual orspecial meeting of the shareholders may be taken without a meeting, without prior notice andwithout a vote if a consent in writing, setting forth the action so taken, shall be signed by theholders of outstanding shares entitled to vote on the action having not less than the minimumnumber of votes that would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voted. No written consent shall be effectiveto take the corporate action referred to therein unless, within sixty (60) days of the date of theearliest dated consent delivered to the Secretary, written consents signed by the number ofholders required to take action are delivered to the Secretary. Within ten (10) days of the takingof any action without a meeting by less than unanimous written consent, written notice statingthe action taken shall be given to those shareholders who have not consented in writing or whoare not entitled to vote on the action.

Section 11. Inspectors. The Board of Directors in advance of any meeting may, butneed not, appoint one or more inspectors to act at the meeting or any adjournment thereof. If anyinspector or inspectors are not appointed, the person presiding at the meeting may, but need not,appoint one or more inspectors. In case any person who may be appointed as an inspector failsto appear or act, the vacancy may be filled by appointment made by the directors in advance ofthe meeting, or at the meeting by the person presiding thereat. The inspectors, if any, shalldetermine the number of shares outstanding and the voting power of each, the shares representedat the meeting, the existence of a quorum and the validity and effect of proxies, and shall receivevotes, ballots and consents, hear and determine all challenges and questions arising in connectionwith the right to vote, count and tabulate votes, ballots and consents, determine the result, and dosuch acts as are proper to conduct the election or vote with fairness to all shareholders. Onrequest of the person presiding at the meeting, the inspector or inspectors, if any, shall make areport in writing of any challenge, question or matter determined by him or them, and execute acertificate of any fact found by him or them.

Section 12. Nomination of Directors. Only persons who are nominated in accordancewith the procedures set forth in these Bylaws shall be eligible to serve as directors. Nominationsof persons for election to the Board of Directors may be made at a meeting of the shareholders(a) by or at the direction of the Board of Directors or (b) by any shareholder who is a shareholder


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of record at the time of giving of notice provided for in this Section 12, who shall be entitled tovote for the election of directors at the meeting and who complies with the notice procedures setforth in this Section 12. Such nominations, other than those made by or at the direction of theBoard of Directors, shall be made pursuant to timely notice in writing to the Secretary. To betimely, a shareholder’s notice shall be delivered to the principal office of the Corporation not lessthan one hundred twenty (120) days prior to the first anniversary of the preceding year’s annualmeeting; provided, however, that in the event no annual meeting was held in the previous year orthe date of the annual meeting has been changed by more than thirty (30) days, notice by theshareholder to be timely must be so delivered not later than the close of business on the later of(i) the one hundred twentieth (120th) day prior to such annual meeting or (ii) the tenth (10th) dayfollowing the day on which public announcement of the date of such meeting is first made. Suchshareholder’s notice shall set forth (a) as to each person whom the shareholder proposes tonominate for election or reelection as a director, all information relating to such person as wouldbe required to be disclosed in solicitations of proxies for the election of such nominees asdirectors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended(the “Exchange Act”), including such person’s written consent to serve as a director if elected,and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on thestock transfer books of the Corporation, of such shareholder, (ii) the class and number of sharesof the Corporation which are beneficially owned by such shareholder and (iii) whether suchshareholder intends to deliver a proxy statement and form of proxy to holders of a sufficientnumber of shares to elect such nominee or nominees.

At the request of the Board of Directors, any person nominated by the Board of Directors forelection as a director shall furnish to the Secretary that information required to be set forth in ashareholder’s notice of nomination which pertains to the nominee. No person shall be eligibleto serve as a director of the Corporation unless nominated in accordance with the proceduresset forth in this Section 12. The person presiding at the meeting shall have the power and theduty to determine whether a nomination has been made in accordance with the proceduresprescribed by these Bylaws and, if any proposed nomination is not in compliance with theseBylaws, to declare that such defective nomination shall not be presented for shareholder actionat the meeting and shall be disregarded. Notwithstanding the foregoing provisions of thisSection 12, a shareholder shall also comply with all applicable requirements of the ExchangeAct and the rules and regulations thereunder with respect to the matters set forth in this Section12.

Section 13. Notice of Business. At any meeting of the shareholders, only suchbusiness shall be conducted as shall have been brought before the meeting (a) by or at thedirection of the Board of Directors or (b) by any shareholder who is a shareholder of record atthe time of giving of the notice provided for in this Section 13, who shall be entitled to vote atsuch meeting and who complies with the notice procedures set forth in this Section 13. Forbusiness to be properly brought before a shareholder meeting by a shareholder, the shareholdermust have given timely notice thereof in writing to the Secretary in accordance with thetimeliness provisions of Section 12 above. A shareholder’s notice to the Secretary shall set forthas to each matter the shareholder proposes to bring before the meeting (i) a brief description ofthe business desired to be brought before the meeting and the reasons for conducting suchbusiness at the meeting, (ii) the name and address, as they appear on the stock transfer books ofthe Corporation, of the shareholder proposing such business, (iii) the class and number of shares


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of the Corporation which are beneficially owned by the shareholder, (iv) any material interest ofthe shareholder in such business and (v) whether such shareholder intends to deliver a proxystatement and form of proxy to holders of at least the percentage of voting shares required underapplicable law to carry such proposal. Notwithstanding anything in these Bylaws to the contrary,no business shall be conducted at a shareholder meeting except in accordance with theprocedures set forth in this Section 13. The person presiding at the meeting shall have the powerand the duty to determine whether any business brought before the meeting has been properlybrought before the meeting in accordance with the procedures prescribed by these Bylaws and, ifany business has not been properly brought before the meeting in compliance with these Bylaws,to declare that such business shall not be presented for shareholder action at the meeting andshall not be transacted. Notwithstanding the foregoing provisions of this Section 13, ashareholder shall also comply with all applicable requirements of the Exchange Act and the rulesand regulations thereunder with respect to the matters set forth in this Section 13.

ARTICLE IIIDirectors

Section 1. Powers. The business and affairs of the Corporation shall be managed bythe Board of Directors, subject to such limitations as are imposed by law, the Articles ofIncorporation or these Bylaws.

Section 2. Number, Election and Term. The number of directors of the Corporationshall not be less than one (1), the precise number of directors to be fixed by resolution of theBoard of Directors from time to time or as set forth in the Articles of Incorporation. The numberof directors may be increased or decreased from time to time as provided in this Section 2;provided, however, that a decrease in the number of directors shall not shorten the term of anincumbent director. Except as otherwise provided in these Bylaws, a director shall be elected bya plurality of the votes cast by the shares entitled to vote in the election at the annual meeting ofthe shareholders. Each director shall serve until his or her successor is elected and qualified oruntil his or her earlier death, resignation or removal.

Section 3. Compensation. The compensation, if any, of the directors of theCorporation shall be fixed by the Board of Directors.

Section 4. Annual Meeting. The annual meeting of the Board of Directors shall beheld, without notice, immediately after and at the same place as the annual meeting of theshareholders.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may beheld without notice at such time and at such place as shall be determined from time to time bythe Board of Directors.

Section 6. Special Meetings. Special meetings of the Board of Directors may becalled at any time by the Chairman of the Board, the President or a majority of the directors.

Section 7. Place of Meeting. Regular or special meetings of the Board of Directorsmay be held either within or without the State of Florida. If no designation is made, the place ofmeeting shall be the Corporation's principal place of business.


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Section 8. Notice of Special Meetings. A notice stating the date, time and place of aspecial meeting shall be delivered at least two (2) days before the date of the meeting to eachdirector, either personally, by an acceptable form of electronic communication or by first-classmail, by or at the direction of the person or persons calling the meeting. If mailed, such noticeshall be deemed to be delivered five (5) days after deposited in the United States mail, addressedto the director at his or her address as it appears on the books of the Corporation, with postagethereon prepaid, or when received, if such date is earlier. Notice need not be given to anydirector who submits a written waiver of notice before or after the date and time stated therein.Attendance of a director at any meeting shall constitute a waiver of notice of such meeting,except where a director attends a meeting for the express purpose of objecting, at the beginningof the meeting. to the transaction of any business because the meeting is not lawfully called orconvened. Neither the business to be transacted at nor the purpose of any annual or specialmeeting need be specified in any written waiver of notice.

Section 9. Quorum and Manner of Action. A majority of the total number ofdirectors shall constitute a quorum for the transaction of business at any meeting of the Board ofDirectors. If less than a majority of such number of directors are present at a meeting, a majorityof the directors so present may adjourn the meeting from time to time without further notice. Atany adjourned meeting at which a quorum is present, any business may be transacted which mayhave been transacted at the original meeting. The act of a majority of the directors present at ameeting at which a quorum is present shall be the act of the Board of Directors, unless otherwiseprovided by law, the Articles of Incorporation or these Bylaws.

Section 10. Action Without a Meeting. Any action required or permitted to be takenat a meeting of the Board of Directors or any committee thereof may be taken without a meetingif a consent in writing, setting forth the action taken, shall be signed by all of the directors ormembers of such committee, as the case may be. Such consent shall have the same force andeffect as a unanimous vote of all of the directors or committee members, as the case may be, at aduly called meeting thereof, and shall be filed with the minutes of the proceedings of the Boardof Directors or such committee, as appropriate.

Section 11. Telephonic Meetings. Unless otherwise restricted by the Articles ofIncorporation or these Bylaws, members of the Board of Directors or of any committee thereofmay participate in a meeting of the Board of Directors or such committee, as the case may be, bymeans of conference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear and speak to each other at all times. Participationin a meeting pursuant to this Section 11 shall constitute presence at such meeting.

Section 12. Resignations. Any director may resign at any time by giving writtennotice of such resignation to the Board of Directors, the Chairman of the Board or the Secretary.Any such resignation shall take effect at the time specified therein or, if no time be specified,upon receipt thereof by the Board of Directors or one of the above named officers; and, unlessspecified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 13. Newly-Created Directorships and Vacancies. Newly-created directorshipsand vacancies resulting from any increase in the authorized number of directors may be filled bya majority of the remaining directors, though less than a quorum, or by a sole remaining director.


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A director elected to fill a vacancy shall be elected for the unexpired term of his or herpredecessor in office.

Section 14. Removal. Any director may be removed, with or without cause, by theshareholders then entitled to vote in the election of directors.

ARTICLE IVOfficers

Section 1. Number and Titles. The officers of the Corporation shall consist of aPresident, one or more Vice Presidents, a Secretary and a Treasurer, and, if elected by the Boardof Directors by resolution, a Chairman of the Board. The Board of Directors may elect suchother officers and assistant officers as the Board of Directors may from time to time deemnecessary. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers shall be elected annually by theBoard of Directors at the first meeting of the Board of Directors held after the annual meeting ofthe shareholders. If the election of officers is not held at such meeting, such election shall beheld as soon thereafter as may be convenient. Each officer shall be elected to hold office untilhis or her successor shall have been elected and qualified, or until his or her earlier death,resignation or removal. The election of an officer shall not of itself create contract rights.

Section 3. Vacancies. Vacancies may be filled or new offices created and filled atany meeting of the Board of Directors.

Section 4. Removal. Any officer may be removed by the Board of Directorswhenever in its judgment the best interests of the Corporation will be served thereby, but suchremoval shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5. Resignation. Any officer may resign at any time by giving written noticeto the Board of Directors, the Chairman of the Board, the President or the Secretary. Suchresignation shall take effect at the time specified therein. The resignation of an officer shall notaffect the contract rights, if any, of such person.

Section 6. Chairman of the Board. The Chairman of the Board shall preside at allmeetings of the shareholders and of the Board of Directors, and shall perform such other dutiesas from time to time shall be prescribed by the Board of Directors.

Section 7. President. The President shall supervise and manage the business andaffairs of the Corporation, see that the resolutions and directions of the Board of Directors arecarried into effect and perform such other duties as may be from time to time assigned to him orher by the Board of Directors. Except in those instances in which the authority to execute isexpressly delegated to another officer or agent of the Corporation, or where otherwise requiredby law, the President may execute for the Corporation any contracts, deeds, mortgages, bonds orother instruments which the Board of Directors has authorized to be executed or the execution ofwhich is in the ordinary course of the Corporation's business. In the absence of the Chairman ofthe Board or in the event the Board of Directors shall not have designated a Chairman of theBoard, the President shall preside at meetings of the shareholders and of the Board of Directors.


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Section 8. Vice President. In the absence of the President or in the event of his or herinability or refusal to act, a Vice President shall perform the duties of the President, and when soacting, shall have all the authority of and be subject to all the restrictions upon the President. AVice Presidents shall perform such other duties as from time to time may be prescribed by thePresident or the Board of Directors.

Section 9. Secretary. The Secretary shall (a) keep the minutes of the proceedings ofthe shareholders and of the Board of Directors in one or more books provided for that purpose,(b) see that all notices are duly given in accordance with the provisions of these Bylaws or asrequired by law, (c) be custodian of the seal of the Corporation, if any, and, when authorized bythe Board of Directors, affix the same to any instrument requiring it, (d) be responsible forauthenticating records of the Corporation and (e) in general, perform all duties incident to theoffice of Secretary and such other duties as from time to time may be prescribed by the Presidentor the Board of Directors.

Section 10. Treasurer. The Treasurer shall (a) have charge and custody of, and beresponsible for, all funds and securities of the Corporation, (b) deposit all funds and securities ofthe Corporation in such banks, trust companies or other depositories as shall be designated by theBoard of Directors and (c) in general, perform all duties incident to the office of Treasurer andsuch other duties as from time to time may be prescribed by the President or the Board ofDirectors. If required by the Board of Directors, the Treasurer shall give a bond for the faithfuldischarge of his or her duties in such sum and with such surety or sureties as the Board ofDirectors shall determine.

Section 11. Salaries. The salaries and additional compensation, if any, of the officersshall be determined from time to time by the Board of Directors.

ARTICLE VCommittees

Section 1. Appointment and Powers. The Board of Directors may, by resolutionpassed by a majority of the full Board of Directors, designate one or more committees, each ofwhich, to the extent provided in said resolution or in these Bylaws, shall have and may exerciseall the authority of the Board of Directors; provided, however, that no such committee shall havethe authority to:

(a) approve or recommend to the shareholders actions or proposals requiredby law to be approved by the shareholders;

(b) fill vacancies on the Board of Directors or any committee thereof;

(c) adopt, amend or repeal the bylaws;

(d) authorize or approve the reacquisition of shares unless pursuant to ageneral formula or method specified by the Board of Directors; or

(e) authorize or approve the issuance or sale or contract for the sale of shares,or determine the designation and relative rights, preferences, and limitations of a voting


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group, except that the Board of Directors may authorize a committee (or a seniorexecutive officer of the Corporation) to do so within limits specifically prescribed by theBoard of Directors.

Section 2. Absence or Disqualification of Committee Member. In the absence ordisqualification of any member of any committee, the member or members thereof present at anymeeting and not disqualified from voting, whether or not they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at the meeting in the placeof any such absent or disqualified member.

Section 3. Record of Proceedings. Each committee shall keep regular minutes of itsproceedings and, when required by the Board of Directors, report the same to the Board ofDirectors.

ARTICLE VICertificates for Stock

Section 1. Stock Certificates. Shares may but need not be represented by certificates.The rights and obligations of shareholders shall be identical whether or not their shares arerepresented by certificates. If shares are represented by certificates, each certificate shall be insuch form and shall contain such information consistent with law as the Board of Directors mayfrom time to time prescribe, signed (either manually or by facsimile) by the President or a VicePresident, and by the Treasurer or an Assistant Treasurer, or the Secretary or an AssistantSecretary. In case any officer who has signed or whose facsimile signature has been placed uponsuch certificate shall have ceased to be such officer before such certificate is issued, suchcertificate may nonetheless be issued by the Corporation with the same effect as if he or she werean officer at the date of issue. If shares are not represented by certificates, within a reasonabletime following the issue or transfer of such shares, the Corporation shall send, or cause to besent, to the shareholder a complete written statement of all of the information required to beprovided to holders of uncertificated shares by the Florida Business Corporation Act (the “Act”)and any other applicable law.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate orcertificates be issued in place of any certificate or certificates theretofore issued by theCorporation and alleged to have been lost or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate to be lost or destroyed. When authorizing such issueof a new certificate or certificates, the Board of Directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost or destroyedcertificate or certificates to advertise the same in such manner as it shall require and/or to givethe Corporation a bond in such sum as it may direct as indemnity against any claim that may bemade against the Corporation with respect to the certificate alleged to have been lost ordestroyed.

Section 3. Transfer of Shares. The shares of the Corporation shall be transferableonly on the books of the Corporation by the holder, in person or by duly authorized attorney,upon the surrender of the certificate or certificates for such shares properly endorsed if suchshares are represented by a certificate or certificates or by delivery to the Corporation of such


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evidence of transfer as may be required by the Corporation if such shares are not represented bycertificates. The person in whose name shares stand on the books of the Corporation shall bedeemed by the Corporation to be the owner thereof for all purposes and the Corporation shall notbe bound to recognize any equitable or other claim to or interest in such shares on the part of anyother person, whether or not it shall have express or other notice thereof, save as expresslyprovided by the laws of the State of Florida.

Section 4. Restrictions on Transfer. Every certificate representing shares which arerestricted as to their sale, disposition or other transfer, including, without limitation, pursuant toArticle VI, Part C of the Articles of Incorporation, shall conspicuously state on the front or backof the certificate that such shares are so restricted and shall set forth or fairly summarize upon thecertificate, or shall state that the Corporation will furnish to any shareholder upon request andwithout charge, a full statement of such restrictions.

ARTICLE VIIControl-Share Acquisitions

Pursuant to the provisions of Section 607.0902(5) of the Act, the Corporation elects notto be governed by the requirements or other provisions regarding control-share acquisitionsdescribed in Section 607.0902 of the Act. Therefore, the terms and provisions of such Sectionshall not apply with respect to any control-share acquisition of any equity securities of theCorporation, and the equity securities of the Corporation shall have any and all other rights andprivileges available under the Act.

ARTICLE VIIIDividends

Subject to the provisions of the Act and the Articles of Incorporation, the Board ofDirectors may from time to time declare, and the Corporation may pay, dividends upon theoutstanding shares of its capital stock. Dividends may be paid in cash, in property or in sharesof the Corporation's capital stock.

ARTICLE IXIndemnification

The Corporation shall have the power to indemnify all directors, officers, employeesand agents of the Corporation, and shall advance expenses reasonably incurred by suchdirectors, officers, employees and agents in defending any civil, criminal, administrative orinvestigative action, suit or proceeding, except to the extent that such indemnification oradvancement may be prohibited by Section 607.0850(7) of the Act.

ARTICLE XFiscal Year

The fiscal year of the Corporation shall be fixed, and subject to change, by the Board ofDirectors.


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ARTICLE XIMiscellaneous Provisions

Section 1. Contracts. The Board of Directors or the President may authorize anyofficer or agent to enter into any contract or execute and deliver any instrument in the name ofand on behalf of the Corporation in the ordinary course of the Corporation's business and suchauthority may be general or confined to a specific instance.

Section 2. Checks. All checks, drafts or other orders for the payment of money, ornotes or other evidences of indebtedness issued in the name of the Corporation, shall be signedby such officer or agent as shall from time to time be authorized by the Board of Directors.

Section 3. Corporate Seal. A corporate seal shall not be required to be attached toany instrument executed by or on behalf of the Corporation unless required by law, but if sorequired, shall be of such shape and have such words thereon as may be described by law or bythe Board of Directors. The seal may be used by impressing it or reproducing a facsimilethereof, or otherwise.

ARTICLE XIIAmendments

These Bylaws may be altered, amended or repealed and new bylaws adopted by theBoard of Directors; provided, that any bylaw or amendment thereto as adopted by the Board ofDirectors may be altered, amended or repealed by vote of the shareholders (with each class orseries of stock voting as a separate class), or a new bylaw in lieu thereof may be adopted by theshareholders (with each class or series of stock voting as a separate class), and the shareholdersmay prescribe in any bylaw made by them that such bylaw shall not be altered, amended orrepealed by the Board of Directors.


CERTIFICATE OF LIMITED PARTNERSHIPOF

SEBC HOLDINGS, LP

The undersigned, desiring to form a limited partnership pursuant to the Delaware RevisedUniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

1. The name of the limited partnership is SEBC Holdings, LP (the “Partnership”).

2. The address of the Partnership’s registered office in the State of Delaware is:Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware19801. The name of the Partnership’s registered agent at such address is TheCorporation Trust Company.

3. The name and mailing address of the general partner of the Partnership is as follows:

SCS Management LLC

______________

______________

IN WITNESS WHEREOF, the undersigned has executed this Certificate of LimitedPartnership as of the ____ day of ____________, 2009.

SCS Management LLC, the general partner of SEBCHoldings, LP

By:Name: Paul EdwardsTitle: Manager


AMENDED AND RESTATED AGREEMENT

OF

LIMITED PARTNERSHIP

OF

SEBC HOLDINGS, LP


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ARTICLE IDEFINITIONS

Section 1.1. Definitions......................................................................................................................... 1Section 1.2. Construction ...................................................................................................................... 1

ARTICLE IIORGANIZATION

Section 2.1. Formation and Continuation ............................................................................................. 1Section 2.2. Name ................................................................................................................................. 1Section 2.3. Registered Office; Registered Agent; Principal Office; Other Offices............................. 2Section 2.4. Purpose and Business........................................................................................................ 2Section 2.5. Powers ............................................................................................................................... 2Section 2.6. Power of Attorney............................................................................................................. 2Section 2.7. Term .................................................................................................................................. 4Section 2.8. Title to Partnership Assets ................................................................................................ 4

ARTICLE IIIRIGHTS OF LIMITED PARTNERS

Section 3.1. Limitation of Liability....................................................................................................... 4Section 3.2. Management of Business .................................................................................................. 4Section 3.3. Outside Activities of the Limited Partners........................................................................ 5Section 3.4. Rights of Limited Partners ................................................................................................ 5

ARTICLE IVCERTIFICATES, RECORD HOLDERS AND TRANSFER OF PARTNERSHIP INTERESTS

Section 4.1. Certificates ........................................................................................................................ 6Section 4.2. Mutilated, Destroyed, Lost or Stolen Certificates............................................................. 6Section 4.3. Record Holders.................................................................................................................. 7Section 4.4. Transfer Generally ............................................................................................................ 7Section 4.5. Registration and Transfer of Limited Partner Interests..................................................... 7Section 4.6. Transfer of the General Partner Interest............................................................................ 8Section 4.7. General Restrictions on Transfers..................................................................................... 9Section 4.8. Specific Restrictions on Transfers Related to SEBC. ....................................................... 9Section 4.9. Legends;Compliance..…………………………………………………………………..11

ARTICLE VCAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1. Organizational Contributions .......................................................................................... 12Section 5.2. Other Contributions......................................................................................................... 12Section 5.3. Interest and Withdrawal .................................................................................................. 13Section 5.4. Capital Accounts ............................................................................................................. 13


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Section 5.5. Issuances of Additional Units ......................................................................................... 15Section 5.6. Fully Paid and Non-Assessable Nature of Limited Partner Interests.............................. 16

ARTICLE VIALLOCATIONS AND DISTRIBUTIONS

Section 6.1. Allocations for Capital Account Purposes ...................................................................... 16Section 6.2. Allocations for Tax Purposes .......................................................................................... 19Section 6.3. Requirement and Characterization of Distributions........................................................ 21Section 6.4. Distributions of Available Cash ...................................................................................... 21Section 6.5. Special Provisions Relating to the Holders of Senior Preferred Units ........................... 22Section 6.6. Special Provisions Relating to the Holders of Junior Preferred Units ............................ 22Section 6.7. Entity-Level Taxation ..................................................................................................... 22

ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESS

Section 7.1. Management.................................................................................................................... 22Section 7.2. Certificate of Limited Partnership................................................................................... 25Section 7.3. Restrictions on the General Partner’s Authority ............................................................. 25Section 7.4. Reimbursement of the General Partner ........................................................................... 25Section 7.5. Outside Activities............................................................................................................ 26Section 7.6. Loans from the General Partner; Loans or Contributions from the Partnership or

Group Members. ............................................................................................................. 27Section 7.7. Indemnification ............................................................................................................... 27Section 7.8. Liability of Indemnitees .................................................................................................. 28Section 7.9. Resolution of Conflicts of Interest; Standards of Conduct and Modification of

Duties. ............................................................................................................................. 29Section 7.10. Other Matters Concerning the General Partner............................................................... 30Section 7.11. Reliance by Third Parties ................................................................................................ 31

ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1. Records and Accounting ................................................................................................. 31Section 8.2. Fiscal Year ...................................................................................................................... 31Section 8.3. Reports ............................................................................................................................ 32

ARTICLE IXTAX MATTERS

Section 9.1. Tax Returns and Information .......................................................................................... 32Section 9.2. Tax Elections................................................................................................................... 32Section 9.3. Tax Controversies ........................................................................................................... 33Section 9.4. Withholding .................................................................................................................... 33


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ARTICLE XADMISSION OF PARTNERS

Section 10.1. Admission of Limited Partners pursuant to the Plan of Reorganization......................... 33Section 10.2. Admission of Substituted Limited Partners .................................................................... 33Section 10.3. Admission of Successor General Partner........................................................................ 34Section 10.4. Amendment of Agreement and Certificate of Limited Partnership ................................ 34

ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1. Withdrawal of the General Partner ................................................................................. 34Section 11.2. Removal of the General Partner...................................................................................... 36Section 11.3. Interest of Departing Partner and Successor General Partner ......................................... 36Section 11.4. Withdrawal of Limited Partners...................................................................................... 36

ARTICLE XIIDISSOLUTION AND LIQUIDATION

Section 12.1. Dissolution ...................................................................................................................... 37Section 12.2. Continuation of the Business of the Partnership After Dissolution ................................ 37Section 12.3. Liquidator........................................................................................................................ 38Section 12.4. Liquidation ...................................................................................................................... 38Section 12.5. Cancellation of Certificate of Limited Partnership ......................................................... 39Section 12.6. Return of Contributions .................................................................................................. 39Section 12.7. Waiver of Partition.......................................................................................................... 39Section 12.8. Capital Account Restoration ........................................................................................... 39

ARTICLE XIIIAMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1. Amendments to be Adopted Solely by the General Partner ........................................... 40Section 13.2. Amendment Procedures .................................................................................................. 41Section 13.3. Amendment Requirements.............................................................................................. 41Section 13.4. Special Meetings ............................................................................................................. 42Section 13.5. Notice of a Meeting......................................................................................................... 42Section 13.6. Record Date..................................................................................................................... 42Section 13.7. Adjournment ................................................................................................................... 43Section 13.8. Waiver of Notice; Approval of Meeting; Approval of Minutes ..................................... 43Section 13.9. Quorum and Voting ........................................................................................................ 43Section 13.10. Conduct of a Meeting...................................................................................................... 43Section 13.11. Action Without a Meeting............................................................................................... 44Section 13.12. Right to Vote and Related Matters.................................................................................. 44

ARTICLE XIVMERGER

Section 14.1. Authority ......................................................................................................................... 45


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Section 14.2. Procedure for Merger or Consolidation .......................................................................... 45Section 14.3. Approval by Limited Partners of Merger or Consolidation............................................ 46Section 14.4. Certificate of Merger....................................................................................................... 47Section 14.5. Effect of Merger.............................................................................................................. 47

ARTICLE XVGENERAL PROVISIONS

Section 15.1. Addresses and Notices .................................................................................................... 47Section 15.2. Further Action ................................................................................................................. 48Section 15.3. Binding Effect ................................................................................................................. 48Section 15.4. Integration ....................................................................................................................... 48Section 15.5. Creditors.......................................................................................................................... 48Section 15.6. Waiver ............................................................................................................................. 48Section 15.7. Counterparts .................................................................................................................... 48Section 15.8. Applicable Law ............................................................................................................... 48Section 15.9. Invalidity of Provisions ................................................................................................... 49Section 15.10. Consent of Partners ......................................................................................................... 49

EXHIBIT A – GlossaryEXHIBIT B – Senior Preferred DesignationEXHIBIT C – Junior Preferred DesignationEXHIBIT D – Certificate Evidencing Common UnitsEXHIBIT E – Certificate Evidencing Senior Preferred UnitsEXHIBIT F – Certificate Evidencing Junior Preferred Units


AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF

SEBC HOLDINGS, LP

This Amended and Restated Agreement of Limited Partnership of SEBC Holdings, LP, dated as of___________, 2009, is entered into by and among SCS Management LLC, a Delaware limited liabilitycompany, as the General Partner of the Partnership, and [______________], as the OrganizationalLimited Partner, together with any other Persons who become Partners in the Partnership or parties heretoas provided herein. In consideration of the covenants, conditions and agreements contained herein, theparties hereto hereby agree as follows:

RECITALS:

WHEREAS, the General Partner and the Organizational Limited Partner organized the Partnershipas a Delaware limited partnership pursuant to an Agreement of Limited Partnership dated as of_________________, 2009 (the “Original Agreement”);

NOW, THEREFORE, the Original Agreement is hereby amended and restated in its entirety asfollows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. The definitions in the glossary attached hereto as Exhibit A shall beincorporated herein for all purposes, unless otherwise clearly indicated to the contrary, and applied to theterms used in this Partnership Agreement.

Section 1.2. Construction. Unless the context requires otherwise: (a) any pronoun used in thisPartnership Agreement shall include the corresponding masculine, feminine or neuter forms, and thesingular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references toArticles and Sections refer to Articles and Sections of this Partnership Agreement; and (c) the term“include” or “includes” means includes, without limitation, and “including” means including, withoutlimitation.

ARTICLE II

ORGANIZATION

Section 2.1. Formation and Continuation. The General Partner and the Organizational LimitedPartner previously formed the Partnership as a limited partnership pursuant to the provisions of theDelaware Act and hereby amend and restate the Original Agreement in its entirety. Except as expresslyprovided to the contrary in this Partnership Agreement, the rights, duties (including fiduciary duties),liabilities and obligations of the Partners and the administration, dissolution and termination of thePartnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personalproperty of the owner thereof for all purposes and a Partner has no interest in specific Partnershipproperty.

Section 2.2. Name. The name of the Partnership shall be “SEBC Holdings, LP.” ThePartnership’s business may be conducted under any other name or names as determined by the General


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Partner. The words and letters “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall beincluded in the Partnership’s name where necessary for the purposes of complying with the laws of anyjurisdiction that so requires. The General Partner may change the name of the Partnership at any time andfrom time to time and shall notify the Limited Partners of such change in the next regular communicationto the Limited Partners.

Section 2.3. Registered Office; Registered Agent; Principal Office; Other Offices. Unless anduntil changed by the General Partner, the registered office of the Partnership in the State of Delaware shallbe located at The Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington,Delaware 19801, and the registered agent for service of process on the Partnership in the State ofDelaware at such registered office shall be The Corporation Trust Company. The principal office of thePartnership shall be located at, and the address of the General Partner shall be,________________________________, or such other place as the General Partner may from time to timedesignate by notice to the Limited Partners. The Partnership may maintain offices at such other place orplaces within or outside the State of Delaware as the General Partner determines.

Section 2.4. Purpose and Business. The purpose and nature of the business to be conducted bythe Partnership shall be (a) to engage directly in, or to enter into or form any corporation, partnership,joint venture, limited liability company or other arrangement to engage indirectly in, any business activitythat is approved by the General Partner and that lawfully may be conducted by a limited partnershiporganized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights andpowers conferred upon the Partnership pursuant to the agreements relating to such business activity; and(b) to do anything necessary or appropriate to the foregoing, including the making of capital contributionsor loans to a Group Member; provided, however, the Partnership shall not (i) engage in any business otherthan acquiring, holding, managing, selling and disposing of the Permitted Investments, its interest in RealEstate LLC and its interest in the SEBC Common Stock, and (ii) invest any available monies or funds ofthe Partnership other than in the Real Estate LLC and Permitted Investments; provided further, however,that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any businessactivity that the General Partner determines would cause the Partnership to be treated as an associationtaxable as a corporation or otherwise taxable as an entity for United States federal income tax purposes.The General Partner shall have no duty or obligation to propose or approve, and may decline to proposeor approve, the conduct by the Partnership of any business free of any fiduciary duty or obligationwhatsoever to the Partnership, any Limited Partner or Assignee and, in declining to so propose orapprove, shall not be required to act in good faith or pursuant to any other standard imposed by thisPartnership Agreement, any Group Member Agreement, any other agreement contemplated hereby orunder the Delaware Act or any other law, rule or regulation.

Section 2.5. Powers.

(a) The Partnership shall be empowered to do any and all acts and things necessary andappropriate for the furtherance and accomplishment of the purposes and business described in Section 2.4and for the protection and benefit of the Partnership.

(b) Notwithstanding the foregoing, the Partnership shall not dispose of any shares of SEBCCommon Stock that it holds other than pursuant to a redemption of such stock unless the Partnership shallhave received written notice from SEBC that SEBC has redeemed all of the SEBC Preferred Stock.

Section 2.6. Power of Attorney.


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(a) Each Limited Partner and each Assignee hereby constitutes and appoints the GeneralPartner and, if a Liquidator shall have been selected pursuant to Section 12.3, the Liquidator (and anysuccessor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of theirauthorized officers and attorneys-in-fact, with full power of substitution, as his true and lawful agent andattorney-in-fact, with full power and authority in his name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate publicoffices (A) all certificates, documents and other instruments (including this Partnership Agreementand the Certificate of Limited Partnership and all amendments or restatements hereof or thereof)that the General Partner or the Liquidator determines to be necessary or appropriate to form,qualify or continue the existence or qualification of the Partnership as a limited partnership (or apartnership in which the limited partners have limited liability) in the State of Delaware and in allother jurisdictions in which the Partnership may conduct business or own property; (B) allcertificates, documents and other instruments that the General Partner or the Liquidator determinesto be necessary or appropriate to reflect, in accordance with its terms, any amendment, change,modification or restatement of this Partnership Agreement; (C) all certificates, documents andother instruments (including conveyances and a certificate of cancellation) that the General Partneror the Liquidator determines to be necessary or appropriate to reflect the dissolution andliquidation of the Partnership pursuant to the terms of this Partnership Agreement; (D) allcertificates, documents and other instruments relating to the admission, withdrawal, removal orsubstitution of any Partner pursuant to, or other events described in, Articles IV, X, XI or XII; and(E) all certificates, documents and other instruments (including, agreements and a certificate ofmerger) relating to a merger, consolidation or conversion of the Partnership pursuant to ArticleXIV; and

(ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents,approvals, waivers, certificates, documents and other instruments that the General Partner or theLiquidator determines to be necessary or appropriate (A) to make, evidence, give, confirm orratify any vote, consent, approval, agreement or other action that is made or given by the Partnershereunder or is consistent with the terms of this Partnership Agreement or (B) to effectuate theterms or intent of this Partnership Agreement; provided, that when required by Section 13.3 or anyother provision of this Partnership Agreement that establishes a percentage of the Limited Partnersor of the Limited Partners of any class or series required to take any action, the General Partner orthe Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after thenecessary vote, consent or approval of the Limited Partners or of the Limited Partners of suchclass or series, as applicable.

Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner toamend this Partnership Agreement except in accordance with Article XIII or as may be otherwiseexpressly provided for in this Partnership Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupledwith an interest, and it shall survive and not be affected by the subsequent death, incompetency, disability,incapacity, dissolution, bankruptcy or termination of any Limited Partner or Assignee and the transfer ofall or any portion of such Limited Partner’s or Assignee’s Partnership Interest and shall extend to suchLimited Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each LimitedPartner or Assignee hereby agrees to be bound by any representation made by the General Partner or theLiquidator acting in good faith pursuant to such power of attorney; and each Limited Partner or Assigneeto the maximum extent permitted by law, hereby waives any and all defenses that may be available to


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contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faithpursuant to such power of attorney. Each Limited Partner or Assignee shall execute and deliver to theGeneral Partner or the Liquidator, within 15 days after receipt of the General Partner’s or the Liquidator’srequest therefor, such further designation, powers of attorney and other instruments as the General Partneror the Liquidator determines to be necessary or appropriate to effectuate this Partnership Agreement andthe purposes of the Partnership.

Section 2.7. Term. The term of the Partnership commenced upon the filing of the Certificate ofLimited Partnership in accordance with the Delaware Act and shall continue in existence until thedissolution of the Partnership in accordance with the provisions of Article XII. The existence of thePartnership as a separate legal entity shall continue until the cancellation of the Certificate of LimitedPartnership as provided in the Delaware Act.

Section 2.8. Title to Partnership Assets. Title to Partnership assets, whether real, personal ormixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity,and no Partner or Assignee, individually or collectively, shall have any ownership interest in suchPartnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in thename of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as theGeneral Partner may determine. The General Partner hereby declares and warrants that any Partnershipassets for which record title is held in the name of the General Partner or one or more of its Affiliates orone or more nominees shall be held by the General Partner or such Affiliate or nominee for the use andbenefit of the Partnership in accordance with the provisions of this Partnership Agreement; provided,however, that the General Partner shall use reasonable efforts to cause record title to such assets (otherthan those assets in respect of which the General Partner determines that the expense and difficulty ofconveyancing makes transfer of record title to the Partnership impracticable) to be vested in thePartnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removalof the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable effortsto effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for thePartnership Group’s use of such assets in a manner satisfactory to the General Partner. All Partnershipassets shall be recorded as the property of the Partnership in its books and records, irrespective of thename in which record title to such Partnership assets is held.

ARTICLE III

RIGHTS OF LIMITED PARTNERS

Section 3.1. Limitation of Liability. The Limited Partners and the Assignees shall have noliability under this Partnership Agreement nor shall they have any liability for the obligations of thePartnership in their capacity as a limited partner of the Partnership, except as expressly provided in thisPartnership Agreement or the Delaware Act.

Section 3.2. Management of Business. No Limited Partner or Assignee, in its capacity as such,shall participate in the operation, management or control (within the meaning of the Delaware Act) of thePartnership’s business, transact any business in the Partnership’s name or have the power to signdocuments for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partneror any officer, director, employee, manager, member, general partner, agent or trustee of the GeneralPartner or any of its Affiliates, or any officer, director, employee, manager, member, general partner,agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participation in thecontrol of the business of the Partnership by a limited partner of the Partnership (within the meaning of


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Section 17-303 of the Delaware Act) and shall not affect, impair or eliminate the limitations on theliability of the Limited Partners or Assignees under this Partnership Agreement.

Section 3.3. Outside Activities of the Limited Partners. Subject to the provisions of Section 7.5,which shall continue to be applicable to the Persons referred to therein, regardless of whether suchPersons shall also be Limited Partners or Assignees, any Limited Partner or Assignee shall be entitled toand may have business interests and engage in business activities in addition to those relating to thePartnership, including business interests and activities in direct competition with the Partnership Group.Neither the Partnership nor any of the other Partners or Assignees shall have any rights by virtue of thisPartnership Agreement in any business ventures of any Limited Partner or Assignee.

Section 3.4. Rights of Limited Partners.

(a) In addition to other rights provided by this Partnership Agreement or by applicable law,and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purposereasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, uponreasonable written demand and at such Limited Partner’s own expense:

(i) promptly after becoming available, to obtain a copy of the Partnership’s UnitedStates federal, state and local income tax returns for each year;

(ii) to have furnished to such Limited Partner a current list of the name and last knownbusiness, residence or mailing address of each Partner;

(iii) to have furnished to such Limited Partner a copy of this Partnership Agreement andthe Certificate of Limited Partnership and all amendments thereto, together with a copy of theexecuted copies of all powers of attorney pursuant to which this Partnership Agreement, theCertificate of Limited Partnership and all amendments thereto have been executed;

(iv) to obtain true and full information regarding the amount of cash and a descriptionand statement of the Net Agreed Value of any other Capital Contribution by each Partner andwhich each Partner has agreed to contribute in the future, and the date on which each became aPartner; and

(v) to obtain such other information regarding the affairs of the Partnership as is justand reasonable.

(b) The General Partner may, and intends to, keep confidential from the Limited Partners andAssignees, for such period of time as the General Partner deems reasonable, (i) any information that theGeneral Partner reasonably believes to be in the nature of trade secrets or (ii) other information thedisclosure of which the General Partner in good faith believes (A) is not in the best interests of thePartnership Group, (B) could damage the Partnership Group or its business, or (C) that any GroupMember is required by law or by agreement with any third party to keep confidential (other thanagreements with Affiliates of the Partnership the primary purpose of which is to circumvent theobligations set forth in this Section 3.4).


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ARTICLE IV

CERTIFICATES, RECORD HOLDERS AND TRANSFER OF PARTNERSHIP INTERESTS

Section 4.1. Certificates.

(a) Upon the Partnership’s issuance of Units to any Person, the Partnership shall issue to suchPerson one or more certificates evidencing such Units. Certificates shall be executed on behalf of thePartnership by a duly authorized officer of the General Partner. No such Certificate shall be valid for anypurpose until it has been countersigned by the Transfer Agent; provided, however, that if the GeneralPartner elects to issue any class or series of Units in global form, the Certificates therefor shall be validupon receipt of a certificate from the Transfer Agent certifying that such Units have been duly registeredin accordance with the directions of the Partnership. The General Partner Interest shall not becertificated.

(b) Notwithstanding the foregoing clause (a) and based on the provisions of Section 5.2, eachholder of the former shares of stock and claims of SEBC that are converted into Units shall be recognizedas the holder of the applicable Units, with the formal issuance of a Certificate representing any such Unitssubject only to the mechanics for issuance of such Certificate as may be established by the Partnership,subject to the caveats relating to a quorum and voting of Common Units in the definition of Outstandingand the potential donation of such Units and Certificates pursuant to Section 5.2(a).

Section 4.2. Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers ofthe General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersignand deliver in exchange therefor, a new Certificate evidencing the same number and type of Units as theCertificate so surrendered.

(b) The appropriate officers of the General Partner on behalf of the Partnership shall executeand deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificatepreviously issued if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the General Partner,that a previously issued Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate before the General Partner has notice thatthe Certificate has been acquired by a purchaser for value in good faith and without notice of anadverse claim;

(iii) if requested by the General Partner, delivers to the General Partner a bond, in formand substance satisfactory to the General Partner, with surety or sureties and with fixed or openpenalty as the General Partner may direct to indemnify the Partnership, the Partners, the GeneralPartner and the Transfer Agent against any claim that may be made on account of the alleged loss,destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the General Partner.

(c) If a Limited Partner or Assignee fails to notify the General Partner within a reasonableperiod of time after such Limited Partner or Assignee has notice of the loss, destruction or theft of a


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Certificate, and a transfer of the Partnership Interest represented by the Certificate is registered before thePartnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner orAssignee shall be precluded from making any claim against the Partnership, the General Partner or theTransfer Agent for such transfer or for a new Certificate.

(d) As a condition to the issuance of any new Certificate under this Section 4.2, the GeneralPartner may require the payment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in relation thereto and any other expenses (including the fees and expenses of theTransfer Agent) reasonably connected therewith.

Section 4.3. Record Holders. The Partnership shall be entitled to recognize the Record Holderas the Partner or Assignee with respect to any Partnership Interest and, accordingly, shall not be bound torecognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any otherPerson, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwiseprovided by law or any applicable rule, regulation, guideline or requirement of any National SecuritiesExchange on which such Partnership Interests are listed. Without limiting the foregoing, when a Person(such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing)is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/orholding Partnership Interests, as between the Partnership on the one hand, and such other Persons on theother, such representative Person (a) shall be the Partner or Assignee (as the case may be) of record andbeneficially, (b) must execute and deliver a Transfer Application and (c) shall be bound by thisPartnership Agreement and shall have the rights and obligations of a Partner or Assignee (as the case maybe) hereunder and as, and to the extent, provided for herein.

Section 4.4. Transfer Generally.

(a) The term “transfer,” when used in this Partnership Agreement with respect to aPartnership Interest, shall be deemed to refer to a transaction (i) by which the General Partner assigns itsGeneral Partner Interest to another Person and includes a sale, assignment, gift, pledge, encumbrance,hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which theholder of a Partnership Interest (other than a General Partner Interest) assigns such Partnership Interest toanother Person who is or becomes a Limited Partner or an Assignee, and includes a sale, assignment, gift,exchange, conveyance or any other disposition by law or otherwise, including any transfer uponforeclosure of any pledge, encumbrance, hypothecation or mortgage.

(b) No Partnership Interest shall be transferred, in whole or in part, except in accordance withthe terms and conditions set forth in this Article IV. Any transfer or purported transfer of a PartnershipInterest not made in accordance with this Article IV shall be null and void.

(c) Nothing contained in this Partnership Agreement shall be construed to prevent adisposition by any stockholder, member, partner or other owner of the General Partner of any or all of theshares of stock, member interests, partner interests or other ownership interests in the General Partner,including through a merger or consolidation of the General Partner.

Section 4.5. Registration and Transfer of Limited Partner Interests.

(a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register inwhich, subject to such reasonable regulations as it may prescribe and subject to the provisions ofSection 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Limited


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Partner Interests and transfers of such Limited Partner Interests as herein provided. The Partnership shallnot recognize transfers of Certificates evidencing Limited Partner Interests unless such transfers areeffected in the manner described in this Section 4.5. Upon surrender of a Certificate for registration oftransfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions ofSection 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall executeand deliver, and the Transfer Agent shall countersign and deliver (or, in the case of Units issued in globalform, register in accordance with the rules and regulations of the Securities Depository), in the name ofthe holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, oneor more new Certificates evidencing the same aggregate number and type of Partnership Interests as wasevidenced by the Certificate so surrendered.

(b) The General Partner shall not recognize any transfer of Limited Partner Interests until theCertificates evidencing such Limited Partner Interests are surrendered for registration of transfer and suchCertificates are accompanied by a Transfer Application duly executed by the transferee (or thetransferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the GeneralPartner for such transfer; provided, that as a condition to the issuance of any new Certificate under thisSection 4.5(b), the General Partner may require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed with respect thereto.

(c) Limited Partner Interests may be transferred only in the manner, and subject to therestrictions, described in this Article IV. The transfer of any Limited Partner Interests and the admissionof any new Limited Partner shall not constitute an amendment to this Partnership Agreement.

(d) Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the RecordHolder of a Limited Partner Interest shall be an Assignee in respect of such Limited Partner Interest.Limited Partners may include custodians, nominees or any other individual or entity in its own or anyrepresentative capacity.

(e) A transferee of a Limited Partner Interest who has completed and delivered a TransferApplication shall be deemed to have (i) requested admission as a Substituted Limited Partner, (ii) agreedto comply with and be bound by and to have executed this Partnership Agreement, (iii) represented andwarranted that such transferee has the right, power and authority and, if an individual, the capacity toenter into this Partnership Agreement, (iv) granted the powers of attorney set forth in this PartnershipAgreement and (v) given the consents and approvals and made the waivers contained in this PartnershipAgreement.

Section 4.6. Transfer of the General Partner Interest.

(a) So long as any of the SEBC Preferred Stock is outstanding, the General Partner shall nottransfer all or any part of its General Partner Interest.

(b) Subject to Section 4.6(c), on or after the redemption of all SEBC Preferred Stock, theGeneral Partner may transfer all or any of its General Partner Interest without the approval of any LimitedPartners holding Units.

(c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of allor any part of its General Partner Interest to another Person shall be permitted unless (i) the transfereeagrees to assume the rights and duties of the General Partner under this Partnership Agreement and to bebound by the provisions of this Partnership Agreement, (ii) such transfer would not result in the loss oflimited liability of any Limited Partner or of any limited partner or member of any other Group Member


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or cause the Partnership or any other Group Member to be treated as an association taxable as acorporation or otherwise to be taxed as an entity for United States federal income tax purposes (to theextent not already so treated or taxed) and (iii) such transferee also agrees to acquire all (or theappropriate portion thereof, if applicable) of the partnership or membership interest of the General Partneras the general partner or managing member, if any, of each other Group Member. In the case of a transferpursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall,subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the GeneralPartner immediately prior to the transfer of the General Partner Interest, and the business of thePartnership shall continue without dissolution.

Section 4.7. General Restrictions on Transfers.

(a) Except as provided in Section 4.7(c), but notwithstanding the other provisions of thisArticle IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the thenapplicable United States federal or state securities laws or rules and regulations of the Commission, anystate securities commission or any other governmental authority with jurisdiction over such transfer,(ii) terminate the existence or qualification of the Partnership or any other Group Member under the lawsof the jurisdiction of its formation or (iii) cause the Partnership or any other Group Member to be treatedas an association taxable as a corporation or otherwise to be taxed as an entity for United States federalincome tax purposes (to the extent not already so treated or taxed).

(b) The General Partner may impose restrictions on the transfer of Limited Partner Interests ifit receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of anyGroup Member becoming taxable as a corporation or otherwise becoming taxable as an entity for UnitedStates federal income tax purposes. The General Partner may impose such restrictions by amending thisPartnership Agreement.

(c) Nothing contained in this Article IV, or elsewhere in this Partnership Agreement, shallpreclude the settlement of any transactions after the Restriction Release Date involving PartnershipInterests entered into through the facilities of any National Securities Exchange on which such PartnershipInterests are listed for trading.

Section 4.8. Specific Restrictions on Transfers Related to SEBC.

(a) From and after the Effective Date and prior to the Restriction Release Date, no Person shallbe permitted to Transfer any Common Units, whether in a single transaction or series of relatedtransactions, and any such purported transfer will be void ab initio, (i) to the extent that after giving effectto such purported Transfer (A) the purported transferee or a Person related to the purported transfereewould become a Substantial Holder, or (B) the Percentage Stock Ownership of a Person that, prior togiving effect to the purported Transfer, is a Substantial Holder would be increased or (ii) if such Person isa Substantial Holder and at the time has a Percentage Stock Ownership of more than 4.75% (treating anytransactions occurring on the same day as a single transaction). The prior sentence is not intended toprevent the Common Units from being eligible for holding by the Securities Depository and shall notpreclude the settlement of any transactions in Common Units entered into through the facilities of anational securities exchange, but such transaction, if prohibited by the prior sentence, shall nonetheless bea Prohibited Transfer.

(b) No employee or agent of the Partnership shall record any Prohibited Transfer, and thepurported transferee of a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a


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partner of the Partnership for any purpose whatsoever in respect of the Common Units which are thesubject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired byanother Person in a transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitledwith respect to such Excess Securities to any rights of a Limited Partner, including, without limitation, theright to vote such Excess Securities and to receive distributions, whether liquidating or otherwise, inrespect thereof. After the Excess Securities have been acquired in a transfer that is in accordance withthis Section 4.8(b) and is not a Prohibited Transfer, such Excess Securities shall cease to be ExcessSecurities.

(c) If the General Partner determines that a Prohibited Transfer has been recorded by an agentor employee of the Partnership, such recording and the Prohibited Transfer shall be void ab initio andhave no legal effect and, upon written demand by the Partnership, the Purported Transferee shall transferor cause to be transferred any certificate or other evidence of ownership of the Excess Securities withinthe Purported Transferee's possession or control, together with any dividends or other distributions thatwere received by the Purported Transferee from the Partnership with respect to the Excess Securities (the“Prohibited Distributions”), to an agent designated by the General Partner (the “Agent”).

(i) In the case of a Prohibited Transfer described in Section 4.8(a)(i), the Agent shallthereupon sell to a buyer or buyers, the Excess Securities transferred to it in one or more arm's-length transactions (including over a national securities exchange on which the RestrictedSecurities may be traded, if possible); provided, however, that the Agent, in its sole discretion,shall effect such sale or sales in an orderly fashion and shall not be required to effect any such salewithin any specific time frame if, in the Agent's discretion, such sale or sales would disrupt themarket for the Restricted Securities or otherwise would adversely affect the value of the RestrictedSecurities. If the Purported Transferee has resold the Excess Securities before receiving thePartnership's demand to surrender the Excess Securities to the Agent, the Purported Transfereeshall be deemed to have sold the Excess Securities for the Agent, and shall be required to transferto the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that thePartnership grants written permission to the Purported Transferee to retain a portion of such salesproceeds not exceeding the amount that the Purported Transferee would have received from theAgent pursuant to Section 4.8(d) if the Agent, rather than the Purported Transferee, had resold theExcess Securities; or

(ii) In the case of a Prohibited Transfer described in Section 4.8(a)(ii), the transferor ofsuch Prohibited Transfer (the “Purported Transferor”) shall also deliver to the Agent the salesproceeds from the Prohibited Transfer (in the form received, i.e., whether in cash or otherproperty), and the Agent shall thereupon sell any non-cash consideration to a buyer or buyers inone or more arm's-length transactions (including over a national securities exchange, if possible).If the Purported Transferor is determinable (other than with respect to a market maker-executedtransaction entered into through the facilities of a national securities exchange), the Agent shall, tothe extent possible, return any net Prohibited Distributions to the Purported Transferor. If thePurported Transferor is not determinable, or to the extent the Excess Securities have been resoldand thus cannot be returned to the Purported Transferor, the Agent shall distribute the proceeds asprovided as in accordance with Section 4.8(d) hereof.

(d) The Agent shall apply any proceeds or any other amounts received by it by and inaccordance with Section 4.8(c) as follows:


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(i) first, such amounts shall be paid to the Agent to the extent necessary to cover itscosts and expenses incurred in connection with its duties hereunder;

(ii) second, any remaining amounts shall be paid to the Purported Transferee, up to theamount paid by the Purported Transferee for the Excess Securities (or in the case of any ProhibitedTransfer by gift, devise or inheritance or any other Prohibited Transfer without consideration, thefair market value, (1) calculated on the basis of the closing market price for the RestrictedSecurities on the day before the Prohibited Transfer or, (2) if the Restricted Securities are notlisted or admitted to trading on any stock exchange but are traded in the over-the-counter market,calculated based upon the difference between the highest bid and lowest asked prices, as suchprices are reported by the National Association of Securities Dealers through its NASDAQ systemor any successor system on the day before the Prohibited Transfer or, if none, on the last precedingday for which such quotations exist, or (3) if the Restricted Securities are neither listed noradmitted to trading on any stock exchange nor traded in the over-the counter market, then asdetermined in good faith by the General Partner, which amount (or fair market value) shall bedetermined at the discretion of the General Partner); and

(iii) third, any remaining amounts, subject to the limitations imposed by the followingproviso, shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code(or any comparable successor provision) (“Section 501(c)(3)”) selected by the General Partner,provided, however, that if the Excess Securities (including any Excess Securities arising from aprevious Prohibited Transfer not sold by the Agent in a prior sale or sales) represent a 4.75% orgreater Percentage Stock Ownership, then such remaining amounts shall be paid to two or moreorganizations qualifying under Section 501(c)(3) selected by the General Partner such that noorganization qualifying under Section 501(c)(3) of the Code shall possess a Percentage StockOwnership in excess of 4.74%.

The recourse of any Purported Transferee in respect of any Prohibited Transfer shall be limited to theamount payable to the Purported Transferee pursuant to clause (ii) above. Except as may be required bylaw, in no event shall the proceeds of any sale of Excess Securities pursuant to this Section 4.8 inure tothe benefit of the Partnership.

(e) If the Purported Transferee or the Purported Transferor fails to surrender the ExcessSecurities (as applicable) or the proceeds of a sale thereof to the Agent within thirty (30) days from thedate on which the Partnership makes a demand pursuant to Section 4.8(c), then the Partnership shall useits reasonable best efforts to enforce the provisions hereof, including the institution of legal proceedings tocompel the surrender.

Section 4.9. Legends; Compliance.

(a) Until the Restriction Release Date, all certificates representing Units shall bear aconspicuous legend as follows:

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TOOWNERSHIP RESTRICTIONS PURSUANT TO THE AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF SEBC HOLDINGS, LP. THEPARTNERSHIP WILL FURNISH A COPY OF ITS AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP TO THE HOLDER OF RECORD OF


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THIS CERTIFICATE WITHOUT CHARGE UPON A WRITTEN REQUESTADDRESSED TO THE PARTNERSHIP AT ITS PRINCIPAL PLACE OF BUSINESS.

(b) The Partnership shall have the power to make appropriate notations upon its Unit transferrecords and instruct any transfer agent, registrar, securities intermediary or depository with respect to therequirements of this Section 4.9 for any uncertificated Units held in an indirect holding system.

(c) The General Partner shall have the power to determine all matters necessary fordetermining compliance with this Section 4.9, including, without limitation, determining (i) theidentification of Substantial Holders, (ii) whether a Transfer is a Prohibited Transfer, (iii) the PercentageStock Ownership of any Substantial Holder or other Person, (iv) whether an instrument constitutes a Unit,(v) the amount (or fair market value) due to a Purported Transferee pursuant to Section 4.8(d)(ii), and (vi)any other matters which the General Partner determines to be relevant. The good faith determination ofthe General Partner on such matters shall be conclusive and binding for the purposes of this Section 4.9.

(d) The Partnership is authorized specifically to seek equitable relief, including injunctiverelief, to enforce the provisions of this Article IV without any requirement of the posting of a bond inconnection therewith or any related appellate proceeding and each holder of Units is deemed to havewaived any right to require the posting of any such bond.

ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1. Organizational Contributions.

(a) In connection with the formation of the Partnership under the Delaware Act (i) the GeneralPartner made an initial Capital Contribution to the Partnership in the amount of $1 for the General PartnerInterest in the Partnership and was admitted as the general partner of the Partnership, and (ii) theOrganizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of$99 and was admitted as the limited partner of the Partnership.

(b) As of the Effective Date, the interest of the Organizational Limited Partner shall beredeemed by the Partnership by the payment of $99 to the Organizational Limited Partner and theOrganizational Limited Partner shall cease to be a Limited Partner. All of any interest or other profit thatmay have resulted from the investment or other use of the initial Capital Contributions shall be allocatedand distributed to the Organizational Limited Partner, and the balance thereof shall be allocated anddistributed to the General Partner.

Section 5.2. Other Contributions.

(a) On the Effective Date and in accordance with the Plan of Reorganization, the holders ofthe then outstanding shares of common stock of SEBC as specified in Section 5.3 of the Plan ofReorganization shall be deemed to have contributed all of such shares to the Partnership and each suchshare shall be converted into a Common Unit. The Partnership shall recognize each former holder of suchshare of SEBC common stock as a holder of a Common Unit entitled to all rights and privileges of aCommon Unit; provided, however, that after the Restriction Release Date, all new Certificatesrepresenting the number of Common Units into which the former outstanding shares of common stock ofSEBC shall have been converted pursuant to Section 3.4 of the Plan of Reorganization that have notbeen exchanged in the manner set forth in Section 6.7(b) of the Plan of Reorganization shall be donated


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(on behalf of the former holders of the SEBC common stock entitled to such Common Units) includingany distributions on the Common Units represented thereby declared or distributed prior to such donationdate, without interest, to a charity qualified under Section 501(c)(3) chosen by the Transfer Agent, suchcharity shall be the owner of the Common Units represented by such certificates and entitled to all therights and privileges thereof, and any claim by any former holder of SEBC common stock to such newcertificates shall be extinguished and forever barred. No interest shall accrue after the Effective Datewith respect to any distribution upon any of the Common Units (regardless of when claimed).

(b) After the contribution in Section 5.2(a) and in accordance with the Plan of Reorganization,the Partnership shall exchange the previously outstanding shares of SEBC common stock so contributedwith SEBC for the SEBC Common Stock that will represent 60% of SEBC’s outstanding common stock.

(c) On the Effective Date and in accordance with the Plan of Reorganization, SEBC willcontribute its Real Estate LLC Membership Interests to the Partnership in exchange for the SeniorPreferred Units and the Junior Preferred Units. SEBC shall then distribute such Senior Preferred Unitsand Junior Preferred Units as described in Section 5.3 of the Plan of Reorganization. The Partnershipshall recognize each person receiving a distribution of a Preferred Unit as entitled to all rights andprivileges of a holder of such Preferred Unit.

(d) No Partnership Interests will be issued or issuable as of, at or after the Effective Date otherthan the Common Units, the Senior Preferred Units and the Junior Preferred Units specified in thisSection 5.2.

(e) Upon issuance of the Preferred Units and Common Units as set forth above, each holderthereof (as detailed in Section 5.9(a) of the Plan of Reorganization) shall be deemed to have executed thisPartnership Agreement and shall be bound thereby in accordance with Section 5.3(f) of the Plan ofReorganization.

Section 5.3. Interest and Withdrawal. No interest shall be paid by the Partnership on CapitalContributions. No Partner or Assignee shall be entitled to the withdrawal or return of its CapitalContribution, except to the extent, if any, that distributions made pursuant to this Partnership Agreementor upon termination of the Partnership may be considered and permitted as such by law and then only tothe extent provided for in this Partnership Agreement. Except to the extent expressly provided in thisPartnership Agreement, no Partner or Assignee shall have priority over any other Partner or Assigneeeither as to the return of Capital Contributions or as to profits, losses or distributions. Any such returnshall be a compromise to which all partners and Assignees agree within the meaning of Section 17-502(b)of the Delaware Act.

Section 5.4. Capital Accounts.

(a) The Partnership shall maintain for each Partner (or a beneficial owner of a PartnershipInterest held by a nominee in any case in which the nominee has furnished the identity of such owner tothe Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to theGeneral Partner) owning a Partnership Interest a separate Capital Account with respect to suchPartnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). SuchCapital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnershipwith respect to such Partnership Interest pursuant to this Partnership Agreement and (ii) all items ofPartnership income and gain (including, without limitation, income and gain exempt from tax) computedin accordance with Section 5.4(c) and allocated with respect to such Partnership Interest pursuant to


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Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemeddistributions of cash or property made with respect to such Partnership Interest pursuant to thisPartnership Agreement and (y) all items of Partnership deduction and loss computed in accordance withSection 5.4(c) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

(b) The Partnership shall treat the Capital Contribution in respect of Common Units as beingequal to $____ per Common Unit. The initial Capital Account for the General Partner Interest shall be$1.00. The Partnership shall treat the Capital Contribution in respect of Junior Preferred Units as beingequal to $____ per Junior Preferred Unit. The Partnership shall treat the Capital Contribution in respectof Senior Preferred Units as being equal to $____ per Senior Preferred Unit.

(c) For purposes of computing the amount of any item of income, gain, loss or deduction thatis to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, thedetermination, recognition and classification of any such item shall be the same as its determination,recognition and classification for United States federal income tax purposes (including, withoutlimitation, any method of depreciation, cost recovery or amortization used for that purpose), provided,that:

(i) Solely for purposes of this Section 5.4, the Partnership shall be treated as owningdirectly its proportionate share (as determined by the General Partner based upon the provisions ofthe applicable Group Member Agreement) of all property owned by any other Group Member thatis classified as a partnership or a disregarded entity for United States federal income tax purposes.

(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or tosell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of theCode, if any, shall, for purposes of Capital Account maintenance, be treated as an item ofdeduction at the time such fees and other expenses are incurred and shall be allocated among thePartners pursuant to Section 6.1.

(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m),the computation of all items of income, gain, loss and deduction shall be made without regard toany election under Section 754 of the Code which may be made by the Partnership and, as to thoseitems described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact thatsuch items are not includable in gross income or are neither currently deductible nor capitalizedfor United States federal income tax purposes. To the extent an adjustment to the adjusted taxbasis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required,pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account indetermining Capital Accounts, the amount of such adjustment in the Capital Accounts shall betreated as an item of gain or loss.

(iv) Any income, gain or loss attributable to the taxable disposition of any Partnershipproperty shall be determined as if the adjusted basis of such property as of such date of dispositionwere equal in amount to the Partnership’s Carrying Value with respect to such property as of suchdate.

(v) In accordance with the requirements of Section 704(b) of the Code, any deductionsfor depreciation, cost recovery or amortization attributable to any Contributed Property shall bedetermined as if the adjusted basis of such property on the date it was acquired by the Partnershipwere equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.4(e)


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to the Carrying Value of any Partnership property subject to depreciation, cost recovery oramortization, any further deductions for such depreciation, cost recovery or amortizationattributable to such property shall be determined (A) as if the adjusted basis of such property wereequal to the Carrying Value of such property immediately following such adjustment and(B) using a rate of depreciation, cost recovery or amortization derived from the same method anduseful life (or, if applicable, the remaining useful life) as is applied for United States federalincome tax purposes; provided, however, that, if the asset has a zero adjusted basis for UnitedStates federal income tax purposes, depreciation, cost recovery or amortization deductions shall bedetermined using any method that the General Partner may adopt.

(d) A transferee of a Partnership Interest shall succeed to a pro rata portion of the CapitalAccount of the transferor relating to the Partnership Interest so transferred.

(e) (i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on anissuance of additional Partnership Interests for cash or Contributed Property, the issuance ofPartnership Interests as consideration for the provision of services, the Capital Account of allPartners and the Carrying Value of each Partnership property immediately prior to such issuanceshall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Lossattributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had beenrecognized on an actual sale of each such property immediately prior to such issuance and hadbeen allocated to the Partners at such time pursuant to Section 6.1 in the same manner as any itemof gain or loss actually recognized during such period would have been allocated. In determiningsuch Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of allPartnership assets (including, without limitation, cash or cash equivalents) immediately prior tothe issuance of additional Partnership Interests shall be determined by the General Partner usingsuch method of valuation as it may adopt; provided, however, that the General Partner, in arrivingat such valuation, must take fully into account the fair market value of the Partnership Interests ofall Partners at such time. The General Partner shall allocate such aggregate value among the assetsof the Partnership (in such manner as it determines) to arrive at a fair market value for individualproperties.

(ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediatelyprior to any actual or deemed distribution to a Partner of any Partnership property (other than adistribution of cash that is not in redemption or retirement of a Partnership Interest), the CapitalAccounts of all Partners and the Carrying Value of all Partnership property shall be adjustedupward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to suchPartnership property, as if such Unrealized Gain or Unrealized Loss had been recognized in a saleof such property immediately prior to such distribution for an amount equal to its fair marketvalue, and had been allocated to the Partners, at such time, pursuant to Section 6.1 in the samemanner as any item of gain or loss actually recognized during such period would have beenallocated. In determining such Unrealized Gain or Unrealized Loss the aggregate cash amountand fair market value of all Partnership assets (including, without limitation, cash or cashequivalents) immediately prior to a distribution shall (A) in the case of an actual distribution thatis not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined andallocated in the same manner as that provided in Section 5.4(e)(i) or (B) in the case of aliquidating distribution pursuant to Section 12.4, be determined and allocated by the Liquidatorusing such method of valuation as it may adopt.

Section 5.5. Issuances of Additional Units.


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(a) Except as provided in Sections 5.1 and 5.2, the Partnership may not issue PartnershipInterests or Units, including non-voting Partnership Interests or Units.

(b) No fractional Units shall be issued by the Partnership other than with respect to CommonUnits.

Section 5.6. Fully Paid and Non-Assessable Nature of Limited Partner Interests. All LimitedPartner Interests issued pursuant to, and in accordance with the requirements of, this Article V, shall befully paid and non-assessable Limited Partner Interests, except as such non-assessability may be affectedby Section 17-609 of the Delaware Act.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1. Allocations for Capital Account Purposes. For purposes of maintaining the CapitalAccounts and in determining the rights of the Partners among themselves, the Partnership’s items ofincome, gain, loss and deduction (computed in accordance with Section 5.4(d)) shall be allocated amongthe Partners in each taxable year (or portion thereof) as provided herein below.

(a) Net Income. After giving effect to the special allocations set forth in Section 6.1(c), NetIncome for each taxable year and all items of income, gain, loss and deduction taken into account incomputing Net Income for such taxable year shall be allocated as follows:

(i) First, to the holders of the Preferred Units, Pro Rata, in such amounts and in suchorder as are distributed to such holders in accordance with the Preferred Designations; and

(ii) Second, to the holders of the Common Units, Pro Rata.

(b) Net Losses. After giving effect to the special allocations set forth in Section 6.1(c), NetLosses for each taxable period and all items of income, gain, loss and deduction taken into account incomputing Net Losses for such taxable period shall be allocated as follows:

(i) First, to the holders of the Common Units, Pro Rata, provided that no suchallocation shall create a deficit in the Adjusted Capital Accounts of the Common Unit holders;

(ii) Second, to the holders of the Preferred Units, Pro Rata, in the reverse order inwhich Net Income would be allocated to the Capital Accounts of the holders of the PreferredUnits, provided that no such allocation shall create a deficit in the Adjusted Capital Accounts ofthe holders of Preferred Units; and

(iii) Thereafter, to the General Partner.

(c) Special Allocations. Notwithstanding any other provision of this Section 6.1, the followingspecial allocations shall be made for such taxable period:

(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision ofthis Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnershiptaxable period, each Partner shall be allocated items of Partnership income and gain for suchperiod (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury


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Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision.For purposes of this Section 6.1(c), each Partner’s Adjusted Capital Account balance shall bedetermined, and the allocation of income or gain required hereunder shall be effected, prior to theapplication of any other allocations pursuant to this Section 6.1(c) with respect to such taxableperiod (other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii)). ThisSection 6.1(c)(i) is intended to comply with the Partnership Minimum Gain chargebackrequirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistentlytherewith.

(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding theother provisions of this Section 6.1 (other than Section 6.1(c)(i)), except as provided in TreasuryRegulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt MinimumGain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse DebtMinimum Gain at the beginning of such taxable period shall be allocated items of Partnershipincome and gain for such period (and, if necessary, subsequent periods) in the manner andamounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or anysuccessor provisions. For purposes of this Section 6.1(c), each Partner’s Adjusted Capital Accountbalance shall be determined, and the allocation of income or gain required hereunder shall beeffected, prior to the application of any other allocations pursuant to this Section 6.1(c), other thanSection 6.1(c)(i) and other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii), withrespect to such taxable period. This Section 6.1(c)(ii) is intended to comply with the chargebackof items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall beinterpreted consistently therewith.

(iii) Priority Allocations. If the amount of cash or the Net Agreed Value of anyproperty distributed (except cash or property distributed pursuant to Section 12.4) to any holder ofUnits with respect to its Units for a taxable year is greater (on a per Unit basis) than the amount ofcash or the Net Agreed Value of property distributed to the other holders of Units with respect totheir Units (on a per Unit basis), then each holder of Units receiving such greater cash or propertydistribution shall be allocated gross income in an amount equal to the product of (A) the amountby which the distribution (on a per Unit basis) to such holder of Units exceeds the distribution (ona per Unit basis) to the holder of Units receiving the smallest distribution and (B) the number ofUnits owned by the holder of Units receiving the greater distribution.

(iv) Qualified Income Offset. In the event any Partner unexpectedly receives anyadjustments, allocations or distributions described in Treasury RegulationSections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items ofPartnership income and gain shall be specially allocated to such Partner in an amount and mannersufficient to eliminate, to the extent required by the Treasury Regulations promulgated underSection 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created bysuch adjustments, allocations or distributions as quickly as possible unless such deficit balance isotherwise eliminated pursuant to Section 6.1(c)(i) or (ii).

(v) Gross Income Allocations. In the event any Partner has a deficit balance in itsAdjusted Capital Account at the end of any Partnership taxable period, such Partner shall bespecially allocated items of Partnership gross income and gain in the amount of such deficit asquickly as possible; provided, that an allocation pursuant to this Section 6.1(c)(v) shall be madeonly if and to the extent that such Partner would have a deficit balance in its Adjusted Capital


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Account after all other allocations provided for in this Section 6.1 have been tentatively made as ifthis Section 6.1(c)(v) were not in this Partnership Agreement.

(vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall beallocated to the Limited Partners holdings Common Units in accordance with their respectivePercentage Interests. If the General Partner determines that the Partnership’s NonrecourseDeductions should be allocated in a different ratio to satisfy the safe harbor requirements of theTreasury Regulations promulgated under Section 704(b) of the Code, the General Partner isauthorized, upon notice to the other Partners, to revise the prescribed ratio to the numericallyclosest ratio that does satisfy such requirements.

(vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxableperiod shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect tothe Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable inaccordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears theEconomic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner NonrecourseDeductions attributable thereto shall be allocated between or among such Partners in accordancewith the ratios in which they share such Economic Risk of Loss.

(viii) Nonrecourse Liabilities. For purposes of Treasury RegulationSection 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excessof the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount ofNonrecourse Built-in Gain shall be allocated among the Limited Partners holding Common Unitsin accordance with their respective Percentage Interests.

(ix) Code Section 754 Adjustments. To the extent an adjustment to the adjusted taxbasis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required,pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account indetermining Capital Accounts, the amount of such adjustment to the Capital Accounts shall betreated as an item of gain (if the adjustment increases the basis of the asset) or loss (if theadjustment decreases such basis), and such item of gain or loss shall be specially allocated to thePartners in a manner consistent with the manner in which their Capital Accounts are required to beadjusted pursuant to such Section of the Treasury Regulations.

(x) Curative Allocation.

(A) Notwithstanding any other provision of this Section 6.1, other than theRequired Allocations, the Required Allocations shall be taken into account in making the AgreedAllocations so that, to the extent possible, the net amount of items of income, gain, loss anddeduction allocated to each Partner pursuant to the Required Allocations and the AgreedAllocations, together, shall be equal to the net amount of such items that would have beenallocated to each such Partner under the Agreed Allocations had the Required Allocations and therelated Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding thepreceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not betaken into account except to the extent that there has been a decrease in Partnership MinimumGain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extentthat there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuantto this Section 6.1(c)(x)(A) shall only be made with respect to Required Allocations to the extentthe General Partner determines that such allocations will otherwise be inconsistent with the


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economic agreement among the Partners. Further, allocations pursuant to thisSection 6.1(c)(x)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2)hereof to the extent the General Partner determines that such allocations are likely to be offset bysubsequent Required Allocations.

(B) The General Partner shall, with respect to each taxable period, (1) apply theprovisions of Section 6.1(c)(x)(A) in whatever order is most likely to minimize the economicdistortions that might otherwise result from the Required Allocations, and (2) divide all allocationspursuant to Section 6.1(c)(x)(A) among the Partners in a manner that is likely to minimize sucheconomic distortions.

(xi) Corrective Allocations. In the event of any allocation of Additional Book BasisDerivative Items or any Book-Down Event, the following rules shall apply:

(A) In the case of any negative adjustments to the Capital Accounts of thePartners resulting from a Book-Down Event, such negative adjustment (1) shall first be allocated,to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, asdetermined by the General Partner, that to the extent possible the aggregate Capital Accounts ofthe Partners will equal the amount that would have been the Capital Account balance of thePartners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess ofthe Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c)hereof.

(B) In making the allocations required under this Section 6.1(c)(xi), the GeneralPartner may apply whatever conventions or other methodology it determines will satisfy thepurpose of this Section 6.1(c)(xi).

Section 6.2. Allocations for Tax Purposes.

(a) Except as otherwise provided herein, for United States federal income tax purposes, eachitem of income, gain, loss and deduction shall be allocated among the Partners in the same manner as itscorrelative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property orAdjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductionsshall be allocated for United States federal income tax purposes among the Partners as follows:

(i) (A) In the case of a Contributed Property, such items attributable thereto shallbe allocated among the Partners in the manner provided under Section 704(c) of the Code thattakes into account the variation between the Agreed Value of such property and its adjusted basisat the time of contribution; and (B) except as otherwise provided in Section 6.2(b)(iii), any item ofResidual Gain or Residual Loss attributable to a Contributed Property shall be allocated among thePartners in the same manner as its correlative item of “book” gain or loss is allocated pursuant toSection 6.1.

(ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocatedamong the Partners in a manner consistent with the principles of Section 704(c) of the Code totake into account the Unrealized Gain or Unrealized Loss attributable to such property and theallocations thereof pursuant to Sections 5.4(e)(i) or 5.4(e)(ii), and (2) second, in the event suchproperty was originally a Contributed Property, be allocated among the Partners in a manner


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consistent with Section 6.2(b)(i)(A); and (B) except as otherwise provided in Section 6.2(b)(iii),any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocatedamong the Partners in the same manner as its correlative item of “book” gain or loss is allocatedpursuant to Section 6.1.

(iii) The General Partner shall apply the principles of Treasury RegulationSection 1.704-3(d) to eliminate Book-Tax Disparities.

(iv) The Agreed Value of the Real Estate LLC Membership Interests shall be twentyfour million dollars ($24,000,000).

(c) For the proper administration of the Partnership and for the preservation of uniformity ofthe Units (or any class or classes thereof), the General Partner shall (i) adopt such conventions as it deemsappropriate in determining the amount of depreciation, amortization and cost recovery deductions;(ii) make special allocations for United States federal income tax purposes of income (including, withoutlimitation, gross income) or deductions; and (iii) amend the provisions of this Partnership Agreement asappropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) orSection 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class orclasses thereof). The General Partner may adopt such conventions, make such allocations and make suchamendments to this Partnership Agreement as provided in this Section 6.2(c) only if such conventions,allocations or amendments would not have a material adverse effect on the Partners, the holders of anyclass or classes of Units issued and Outstanding or the Partnership, and if such allocations are consistentwith the principles of Section 704 of the Code.

(d) The General Partner may determine to depreciate or amortize the portion of an adjustmentunder Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to theextent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciationor amortization method and useful life applied to the Partnership’s common basis of such property,despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-1(a)(6) or anysuccessor regulations thereto. If the General Partner determines that such reporting position cannotreasonably be taken, the General Partner may adopt depreciation and amortization conventions underwhich all purchasers acquiring Units in the same month would receive depreciation and amortizationdeductions, based upon the same applicable rate as if they had purchased a direct interest in thePartnership’s property. If the General Partner chooses not to utilize such aggregate method, the GeneralPartner may use any other depreciation and amortization conventions to preserve the uniformity of theintrinsic tax characteristics of any Units so long as such conventions would not have a material adverseeffect on the Limited Partners or the Record Holders of any class or classes of Units.

(e) Any gain allocated to the Partners upon the sale or other taxable disposition of anyPartnership asset shall, to the extent possible, after taking into account other required allocations of gainpursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to thesame extent as such Partners (or their predecessors in interest) have been allocated any deductions directlyor indirectly giving rise to the treatment of such gains as Recapture Income.

(f) All items of income, gain, loss, deduction and credit recognized by the Partnership forUnited States federal income tax purposes and allocated to the Partners in accordance with the provisionshereof shall be determined without regard to any election under Section 754 of the Code that may bemade by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the


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manner determined by the General Partner) to take into account those adjustments permitted or requiredby Sections 734 and 743 of the Code.

(g) Each item of Partnership income, gain, loss and deduction shall for United States federalincome tax purposes, be determined on an annual basis and prorated on a monthly basis and shall beallocated to the Partners on the first Business Day of each month; provided, however, that such items forthe period beginning on the Effective Date and ending on the last day of the month in which the EffectiveDate occurs shall be allocated to Partners on the first Business Day of the next succeeding month; andprovided, further, gain or loss on a sale or other disposition of any assets of the Partnership other than inthe ordinary course of business or any other extraordinary item of income or loss realized and recognized,in either case as determined by the General Partner, shall be allocated to the Partners on the first BusinessDay of the month in which such gain or loss is recognized for United States federal income tax purposes.The General Partner may revise, alter or otherwise modify such methods of allocation to the extentpermitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

(h) Allocations that would otherwise be made to a Limited Partner under the provisions of thisArticle VI shall instead be made to the beneficial owner of Units held by a nominee in any case in whichthe nominee has furnished the identity of such owner to the Partnership in accordance withSection 6031(c) of the Code or any other method determined by the General Partner.

Section 6.3. Requirement and Characterization of Distributions.

(a) Within 45 days following the end of each Quarter commencing with the Quarter ending on_________________, 2009, an amount equal to 100% of Available Cash with respect to such Quartershall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI bythe Partnership to the Partners, as of the Record Date selected by the General Partner.

(b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of thePartnership, all receipts received during or after the Quarter in which the Liquidation Date occurs, otherthan from borrowings described in clause (a)(ii) of the definition of Available Cash, shall be applied anddistributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

(c) The General Partner may treat taxes paid by the Partnership on behalf of, or amountswithheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to suchPartners.

(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership,directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder ofsuch Partnership Interest as of the Record Date set for such distribution. Such payment shall constitutefull payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of anyclaim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Section 6.4. Distributions of Available Cash. Subject to Section 17-607 of the Delaware Act,Available Cash with respect to any Quarter shall be distributed as follows:

(a) First, to the Limited Partners holding Senior Preferred Units, Pro Rata, until there has beendistributed in respect of each Senior Preferred Unit then Outstanding an amount equal to that required forsuch Quarter pursuant to the Senior Preferred Designation for the applicable Quarterly Distribution;


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(b) Second, to the Limited Partners holding Senior Preferred Units, Pro Rata, until there hasbeen distributed in respect of each Senior Preferred Unit then Outstanding an amount equal to thatrequired for such Quarter pursuant to the Senior Preferred Designation for any applicable UndeclaredDistributions and Additional Undeclared Distributions;

(c) Third, to the Limited Partners holding Junior Preferred Units, Pro Rata, until there hasbeen distributed in respect of each Junior Preferred Unit then Outstanding an amount equal to thatrequired for such Quarter pursuant to the Junior Preferred Designation for the applicable QuarterlyDistribution

(d) Fourth, to the Limited Partners holding Junior Preferred Units, Pro Rata, until there hasbeen distributed in respect of each Junior Preferred Unit then Outstanding an amount equal to thatrequired for such Quarter pursuant to the Junior Preferred Designation for any applicable UndeclaredDistributions and Additional Undeclared Distributions;

(e) Fifth, to the Limited Partners holding Senior Preferred Units, Pro Rata, pursuant to Section4(c) of the Senior Preferred Designation;

(f) Sixth, to the Limited Partners holding Junior Preferred Units, Pro Rata, pursuant to Section4(c) of the Junior Preferred Designation; and

(g) Thereafter, to the Limited Partners holding Common Units, Pro Rata.

Section 6.5. Special Provisions Relating to the Holders of Senior Preferred Units. The Holdersof the Senior Preferred Units shall be entitled to the rights and privileges set forth in the Senior PreferredDesignation. To the extent there is a conflict between the terms of this Partnership Agreement and theSenior Preferred Designation, the Senior Preferred Designation shall govern.

Section 6.6. Special Provisions Relating to the Holders of Junior Preferred Units. The Holdersof the Junior Preferred Units shall be entitled to the rights and privileges set forth in the Junior PreferredDesignation. To the extent there is a conflict between the terms of this Partnership Agreement and theJunior Preferred Designation, the Junior Preferred Designation shall govern.

Section 6.7. Entity-Level Taxation. If legislation is enacted or the interpretation of existing lawis modified by a governmental taxing authority so that a Group Member is treated as an associationtaxable as a corporation or is otherwise subject to an entity-level tax for United States federal, state orlocal income tax purposes, then the General Partner shall estimate for each Quarter the PartnershipGroup’s aggregate liability (the “Estimated Incremental Quarterly Tax Amount”) for all such incometaxes that are payable by reason of any such new legislation or interpretation; provided that any differencebetween such estimate and the actual tax liability for such Quarter that is owed by reason of any such newlegislation or interpretation shall be taken into account in determining the Estimated IncrementalQuarterly Tax Amount with respect to each Quarter in which any such difference can be determined.

ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1. Management.


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(a) The General Partner shall conduct, direct and manage all activities of the Partnership.Except as otherwise expressly provided in this Partnership Agreement, all management powers over thebusiness and affairs of the Partnership shall be exclusively vested in the General Partner, and no LimitedPartner or Assignee shall have any management power over the business and affairs of the Partnership. Inaddition to the powers now or hereafter granted a general partner of a limited partnership under applicablelaw or that are granted to the General Partner under any other provision of this Partnership Agreement, theGeneral Partner, subject to Section 7.3, shall have full power and authority to do all things and on suchterms as it determines to be necessary or appropriate to conduct the business of the Partnership, toexercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4,including the following:

(i) the making of any expenditures, the lending or borrowing of money, theassumption or guarantee of, or other contracting for, indebtedness and other liabilities, theissuance of evidences of indebtedness and the incurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of periodic or otherreports to governmental or other agencies having jurisdiction over the business or assets of thePartnership;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation orexchange of any or all of the assets of the Partnership or the merger or other combination of thePartnership with or into another Person (the matters described in this clause (iii) being subject,however, to any prior approval that may be required by Section 7.3 and Article XIV);

(iv) the use of the assets of the Partnership (including cash on hand) for any purposeconsistent with the terms of this Partnership Agreement, including the financing of the conduct ofthe operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to otherPersons (including other Group Members); the repayment or guarantee of obligations of thePartnership Group, the making of capital contributions to any member of the Partnership Groupand the exercise of voting rights with respect to securities issued by any Subsidiaries of thePartnership;

(v) the negotiation, execution and performance of any contracts, conveyances or otherinstruments (including instruments that limit the liability of the Partnership under contractualarrangements to all or particular assets of the Partnership, with the other party to the contract tohave no recourse against the General Partner or its assets other than its interest in the Partnership,even if that results in the terms of the transaction being less favorable to the Partnership thanwould otherwise be the case);

(vi) the distribution of Partnership cash;

(vii) the selection and dismissal of employees (including employees having titles such as“president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys,accountants, consultants and contractors and the determination of their compensation and otherterms of employment or hiring;

(viii) the maintenance of insurance for the benefit of the Partnership Group, the Partnersand Indemnitees;


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(ix) the formation of, or acquisition of an interest in, and the contribution of propertyand the making of loans to, any further limited or general partnerships, joint ventures,corporations, limited liability companies or other relationships (including the acquisition ofinterests in, and the contributions of property to, any Group Member from time to time) subject tothe restrictions set forth in Section 2.4;

(x) the control of any matters affecting the rights and obligations of the Partnership,including the bringing and defending of actions at law or in equity and otherwise engaging in theconduct of litigation, arbitration or mediation and the incurring of legal expense and the settlementof claims and litigation;

(xi) the indemnification of any Person against liabilities and contingencies to the extentpermitted by law;

(xii) the entering into of listing agreements with any National Securities Exchange andthe delisting of some or all of the Units from, or requesting that trading be suspended on, any suchexchange (subject to any prior approval that may be required under Section 4.7);

(xiii) the Partnership’s purchase, sale or other acquisition or disposition of Units (exceptas otherwise restricted under this Partnership Agreement);

(xiv) the undertaking of any action in connection with the Partnership’s participation inany Group Member; and

(xv) the entering into of agreements with any of its Affiliates to render services to aGroup Member or to itself in the discharge of its duties as General Partner of the Partnership.

(b) Notwithstanding any other provision of this Partnership Agreement, any Group MemberAgreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners and theAssignees and each other Person who may acquire an interest in Units hereby (i) approves, ratifies andconfirms the execution, delivery and performance by the parties thereto of this Partnership Agreement,any Group Member Agreement of any other Group Member and the other agreements described in theDisclosure Statement applicable to the Partnership; (ii) agrees that the General Partner (on its own orthrough any officer of the Partnership) is authorized to execute, deliver and perform the agreementsreferred to in clause (i) of this sentence and the other agreements, acts, transactions and matters describedin or contemplated by the Disclosure Statement on behalf of the Partnership without any further act,approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest inUnits; and (iii) agrees that the execution, delivery or performance by the General Partner, any GroupMember or any Affiliate of any of them of this Partnership Agreement or any agreement authorized orpermitted under this Partnership Agreement (including the exercise by the General Partner or any Affiliateof the General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by theGeneral Partner of any duty that the General Partner may owe the Partnership, the Limited Partners or anyother Persons under this Partnership Agreement (or any other agreements) or of any duty stated or impliedby law or equity.

(c) All Available Cash that is not otherwise needed to pay distributions within 24 hours shallbe invested by the Partnership in Permitted Investments, none of which (other than the SEBC CommonStock and the equity interest in Real Estate LLC) may have a maturity later than the Business Dayimmediately preceding the Distribution Payment Date immediately succeeding the date of investment.


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Section 7.2. Certificate of Limited Partnership. The General Partner has caused the Certificateof Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by theDelaware Act. The General Partner shall use all reasonable efforts to cause to be filed such othercertificates or documents that the General Partner determines to be necessary or appropriate for theformation, continuation, qualification and operation of a limited partnership (or a partnership in which thelimited partners have limited liability) in the State of Delaware or any other jurisdiction in which thePartnership may elect to do business or own property. To the extent the General Partner determines suchaction to be necessary or appropriate, the General Partner shall file amendments to and restatements of theCertificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (ora partnership or other entity in which the limited partners have limited liability) under the laws of theState of Delaware or of any other jurisdiction in which the Partnership may elect to do business or ownproperty. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or afterfiling, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document orany amendment thereto to any Limited Partner.

Section 7.3. Restrictions on the General Partner’s Authority.

(a) Except as otherwise provided in this Partnership Agreement and as otherwise restricted inthe Preferred Designations, the General Partner may not, without prior approval of the specific act by theMajority Common Holders (whether by vote or by written consent of such holders in lieu thereof), takeany action in contravention of this Partnership Agreement, including (i) the commission of any act thatwould make it impossible to carry on the ordinary business of the Partnership; or (ii) the possession ofPartnership property, or the assignment of any rights in specific Partnership property, for other than aPartnership purpose.

(b) Except as provided in Section 2.5(b) hereof, the General Partner may sell, exchange orotherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in asingle transaction or a series of related transactions without the approval of the holders of any of theUnits.

(c) The General Partner may not own, of record or beneficially, any Units.

Section 7.4. Reimbursement of the General Partner.

(a) Except as provided in this Section 7.4 and elsewhere in this Partnership Agreement, theGeneral Partner shall not be compensated for its services as a general partner or managing member of anyGroup Member.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as theGeneral Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes onbehalf of the Partnership (including salary, bonus, incentive compensation and other amounts paid to anyPerson including Affiliates of the General Partner to perform services for the Partnership or for theGeneral Partner in the discharge of its duties to the Partnership), and (ii) all other expenses allocable tothe Partnership or otherwise incurred by the General Partner in connection with operating thePartnership’s business (including expenses allocated to the General Partner by its Affiliates). The GeneralPartner shall determine the expenses that are allocable to the Partnership. Reimbursements pursuant tothis Section 7.4 shall be in addition to any reimbursement to the General Partner as a result ofindemnification pursuant to Section 7.7.


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(c) The General Partner, without the approval of the Limited Partners (who shall have no rightto vote in respect thereof), may propose and adopt on behalf of the Partnership, employee benefit plans,employee programs and employee practices; provided, however, that such plans, programs and practicesmay not involve the issuance of Units) for the benefit of employees of the General Partner, any GroupMember or any Affiliate in respect of services performed, directly or indirectly, for the benefit of thePartnership Group. Expenses incurred by the General Partner in connection with any such plans,programs and practices shall be reimbursed in accordance with Section 7.4(b). Any and all obligations ofthe General Partner under any employee benefit plans, employee programs and employee practicesadopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of theGeneral Partner hereunder and shall be assumed by any successor General Partner approved pursuant toSection 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant toSection 4.6.

Section 7.5. Outside Activities.

(a) After the Effective Date, the General Partner, for so long as it is the General Partner of thePartnership (i) agrees that its sole business will be to act as a general partner or managing member, as thecase may be, of the Partnership and any other Group Member and to undertake activities that are ancillaryor related thereto (including being a limited partner in the Partnership) and (ii) shall not engage in anybusiness or activity or incur any debts or liabilities except in connection with or incidental to (A) itsperformance as general partner or managing member, if any, of one or more Group Members or asdescribed in or contemplated by the Disclosure Statement or (B) the acquiring, owning or disposing ofdebt or equity securities in any Group Member.

(b) Except as specifically restricted by any other agreement that an Indemnitee is a party to,each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every typeand description and other activities for profit and to engage in and possess an interest in other businessventures of any and every type or description, whether in businesses engaged in or anticipated to beengaged in by any Group Member, independently or with others, including business interests andactivities in direct competition with the business and activities of any Group Member, and none of thesame shall constitute a breach of this Partnership Agreement or any duty expressed or implied by law toany Group Member or any Partner or Assignee. None of any Group Member, any Limited Partner or anyother Person shall have any rights by virtue of this Partnership Agreement, any Group MemberAgreement or the partnership relationship established hereby in any business ventures of any Indemnitee.

(c) Subject to the terms this Section 7.5(c), but otherwise notwithstanding anything to thecontrary in this Partnership Agreement (i) the engaging in competitive activities by any Indemnitees(other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approvedby the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or anyother obligation of any type whatsoever of the General Partner or of any Indemnitee for the Indemnitees(other than the General Partner) to engage in such business interests and activities in preference to or tothe exclusion of the Partnership and (iii) the General Partner and the Indemnitees shall have no obligationhereunder or as a result of any duty expressed or implied by law to present business opportunities to thePartnership.


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Section 7.6. Loans from the General Partner; Loans or Contributions from the Partnership orGroup Members.

(a) The General Partner or any of its Affiliates may lend to any Group Member, and anyGroup Member may borrow from the General Partner or any of its Affiliates, funds needed or desired bythe Group Member for such periods of time and in such amounts as the General Partner may determine;provided, however, that in any such case the lending party may not charge the borrowing party interest ata rate greater than the rate that would be charged the borrowing party or impose terms less favorable tothe borrowing party than would be charged or imposed on the borrowing party by unrelated lenders oncomparable loans made on an arm’s-length basis (without reference to the lending party’s financialabilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse thelending party for any costs (other than any additional interest costs) incurred by the lending party inconnection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), theterm “Group Member” shall include any Affiliate of a Group Member that is controlled by the GroupMember.

(b) The Partnership may lend or contribute to any Group Member, and any Group Membermay borrow from the Partnership, funds on terms and conditions determined by the General Partner. NoGroup Member may lend funds to the General Partner or any of its Affiliates (other than another GroupMember).

Section 7.7. Indemnification.

(a) To the fullest extent permitted by law but subject to the limitations expressly provided inthis Partnership Agreement, all Indemnitees shall be indemnified and held harmless by the Partnershipfrom and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legalfees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from anyand all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative orinvestigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party orotherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnifiedand held harmless if there has been a final and non-appealable judgment entered by a court of competentjurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnificationpursuant to this Section 7.7, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or,in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Anyindemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, itbeing agreed that the General Partner shall not be personally liable for such indemnification and shallhave no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuatesuch indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses)incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand,action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the finaldisposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of anyundertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that theIndemnitee is not entitled to be indemnified as authorized in this Section 7.7.

(c) The indemnification provided by this Section 7.7 shall be in addition to any other rights towhich an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders ofOutstanding Units, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an


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Indemnitee and as to actions in any other capacity (including any capacity under the PurchaseAgreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shallinure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner or itsAffiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such other Personsas the General Partner shall determine, against any liability that may be asserted against, or expense thatmay be incurred by, such Person in connection with the Partnership’s activities or such Person’s activitieson behalf of the Partnership, regardless of whether the Partnership would have the power to indemnifysuch Person against such liability under the provisions of this Partnership Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested anIndemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its dutiesto the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participantsor beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefitplan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and actiontaken or omitted by it with respect to any employee benefit plan in the performance of its duties for apurpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shallbe deemed to be for a purpose that is in the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reasonof the indemnification provisions set forth in this Partnership Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under thisSection 7.7 because the Indemnitee had an interest in the transaction with respect to which theindemnification applies if the transaction was otherwise permitted by the terms of this PartnershipAgreement.

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs,successors, assigns and administrators and shall not be deemed to create any rights for the benefit of anyother Persons.

(i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall inany manner terminate, reduce or impair the right of any past, present or future Indemnitee to beindemnified by the Partnership, or the obligations of the Partnership to indemnify any such Indemniteeunder and in accordance with the provisions of this Section 7.7 as in effect immediately prior to suchamendment, modification or repeal with respect to claims arising from or relating to matters occurring, inwhole or in part, prior to such amendment, modification or repeal, regardless of when such claims mayarise or be asserted.

Section 7.8. Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Partnership Agreement, noIndemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, the Assignees orany other Persons who have acquired interests in the Units, for losses sustained or liabilities incurred as aresult of any act or omission of an Indemnitee unless there has been a final and non-appealable judgmententered by a court of competent jurisdiction determining that, in respect of the matter in question, theIndemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter,acted with knowledge that the Indemnitee’s conduct was criminal.


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(b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), theGeneral Partner may exercise any of the powers granted to it by this Partnership Agreement and performany of the duties imposed upon it hereunder either directly or by or through its agents, and the GeneralPartner shall not be responsible for any misconduct or negligence on the part of any such agent appointedby the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties)and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any otherIndemnitee acting in connection with the Partnership’s business or affairs shall not be liable to thePartnership or to any Partner for its good faith reliance on the provisions of this Partnership Agreement.

(d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall beprospective only and shall not in any way affect the limitations on the liability of the Indemnitees underthis Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect toclaims arising from or relating to matters occurring, in whole or in part, prior to such amendment,modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9. Resolution of Conflicts of Interest; Standards of Conduct and Modification ofDuties.

(a) Unless otherwise expressly provided in this Partnership Agreement or any Group MemberAgreement, whenever a potential conflict of interest exists or arises between the General Partner or any ofits Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, onthe other, any resolution or course of action by the General Partner or its Affiliates in respect of suchconflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute abreach of this Partnership Agreement, of any Group Member Agreement, of any agreement contemplatedherein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action inrespect of such conflict of interest is (i) approved by the vote of the Majority Senior Holders, or if thereare no Outstanding Senior Preferred Units, the Majority Junior Holders, or if there are no OutstandingJunior Preferred Units, the Majority Common Holders, (ii) on terms no less favorable to the Partnershipthan those generally being provided to or available from unrelated third parties or (iii) fair and reasonableto the Partnership, taking into account the totality of the relationships between the parties involved(including other transactions that may be particularly favorable or advantageous to the Partnership). If theBoard of Managers of the General Partner determines that the resolution or course of action taken withrespect to a conflict of interest satisfies either of the standards set forth in clauses (ii) or (iii) above, then itshall be presumed that, in making its decision, the Board of Managers of the General Partner acted ingood faith, and in any proceeding brought by any Limited Partner or Assignee or by or on behalf of suchLimited Partner or Assignee or any other Limited Partner or Assignee or the Partnership challenging suchapproval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming suchpresumption. Notwithstanding anything to the contrary in this Partnership Agreement, the existence of theconflicts of interest described in the Disclosure Statement are hereby approved by all Partners.

(b) Whenever the General Partner makes a determination or takes or declines to take any otheraction, or any of its Affiliates causes it to do so, in its capacity as the general partner of the Partnership asopposed to in its individual capacity, whether under this Partnership Agreement, any Group MemberAgreement or any other agreement contemplated hereby or otherwise, then, unless another expressstandard is provided for in this Partnership Agreement, the General Partner, or such Affiliates causing it todo so, shall make such determination or take or decline to take such other action in good faith and shallnot be subject to any other or different standards imposed by this Partnership Agreement, any Group


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Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any otherlaw, rule or regulation. In order for a determination or other action to be in “good faith” for purposes ofthis Partnership Agreement, the Person or Persons making such determination or taking or declining totake such other action must reasonably believe that the determination or other action is in the bestinterests of the Partnership, unless the context otherwise requires.

(c) Whenever the General Partner makes a determination or takes or declines to take any otheraction, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity asthe general partner of the Partnership, whether under this Partnership Agreement, any Group MemberAgreement or any other agreement contemplated hereby or otherwise, then the General Partner, or suchAffiliates causing it to do so, are entitled to make such determination or to take or decline to take suchother action free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner orAssignee, and the General Partner, or such Affiliates causing it to do so, shall not be required to act ingood faith or pursuant to any other standard imposed by this Partnership Agreement, any Group MemberAgreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule orregulation. By way of illustration and not of limitation, whenever the phrase, “at the option of theGeneral Partner,” or some variation of that phrase, is used in this Partnership Agreement, it indicates thatthe General Partner is acting in its individual capacity.

(d) Notwithstanding anything to the contrary in this Partnership Agreement, the GeneralPartner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwisedispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permitany Group Member to use any facilities or assets of the General Partner and its Affiliates, except as maybe provided in contracts entered into from time to time specifically dealing with such use. Anydetermination by the General Partner or any of its Affiliates to enter into such contracts shall be at itsoption.

(e) Except as expressly set forth in this Partnership Agreement, neither the General Partner norany other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership orany Limited Partner or Assignee and the provisions of this Partnership Agreement, to the extent that theyrestrict or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner orany other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace suchother duties and liabilities of the General Partner or such other Indemnitee.

(f) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership asa partner or member of a Group Member, to approve of actions by the general partner or managingmember of such Group Member similar to those actions permitted to be taken by the General Partnerpursuant to this Section 7.9.

Section 7.10. Other Matters Concerning the General Partner.

(a) The General Partner may rely and shall be protected in acting or refraining from actingupon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,bond, debenture or other paper or document believed by it to be genuine and to have been signed orpresented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, managementconsultants, investment bankers and other consultants and advisers selected by it, and any act taken oromitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to


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matters that the General Partner reasonably believes to be within such Person’s professional or expertcompetence shall be conclusively presumed to have been done or omitted in good faith and in accordancewith such opinion.

(c) The General Partner shall have the right, in respect of any of its powers or obligationshereunder, to act through any of its duly authorized officers, a duly appointed attorney or attorneys-in-factor the duly authorized officers of the Partnership.

Section 7.11. Reliance by Third Parties. Notwithstanding anything to the contrary in thisPartnership Agreement, any Person dealing with the Partnership shall be entitled to assume that theGeneral Partner and any officer of the General Partner authorized by the General Partner to act on behalfof and in the name of the Partnership has full power and authority to encumber, sell or otherwise use inany manner any and all assets of the Partnership and to enter into any authorized contracts on behalf ofthe Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as ifit were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner herebywaives any and all defenses or other remedies that may be available against such Person to contest, negateor disaffirm any action of the General Partner or any such officer in connection with any such dealing. Inno event shall any Person dealing with the General Partner or any such officer or its representatives beobligated to ascertain that the terms of this Partnership Agreement have been complied with or to inquireinto the necessity or expedience of any act or action of the General Partner or any such officer or itsrepresentatives. Each and every certificate, document or other instrument executed on behalf of thePartnership by the General Partner or its representatives shall be conclusive evidence in favor of any andevery Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery ofsuch certificate, document or instrument, this Partnership Agreement was in full force and effect, (b) thePerson executing and delivering such certificate, document or instrument was duly authorized andempowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrumentwas duly executed and delivered in accordance with the terms and provisions of this PartnershipAgreement and is binding upon the Partnership.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1. Records and Accounting. The General Partner shall keep or cause to be kept at theprincipal office of the Partnership appropriate books and records with respect to the Partnership’sbusiness, including all books and records necessary to provide to the Limited Partners any informationrequired to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf ofthe Partnership in the regular course of its business, including the record of the Record Holders andAssignees of Units, books of account and records of Partnership proceedings, may be kept on, or be in theform of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or anyother information storage device, provided, that the books and records so maintained are convertible intoclearly legible written form within a reasonable period of time. The books of the Partnership shall bemaintained, for financial reporting purposes, on an accrual basis in accordance with GAAP.

Section 8.2. Fiscal Year. The fiscal year of the Partnership shall be a fiscal year endingDecember 31, except that if the Partnership is required by the Code to use a taxable year other than endingon December 31, then fiscal year shall mean such taxable year.


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Section 8.3. Reports.

(a) As soon as practicable, but in no event later than 120 days after the close of each fiscalyear of the Partnership, the General Partner shall cause to be mailed or made available to each RecordHolder of a Unit as of a date selected by the General Partner, an annual report containing financialstatements of the Partnership for such fiscal year of the Partnership, presented in accordance with GAAP,including a balance sheet and statements of operations, Partnership equity and cash flows, such statementsto be audited by a firm of independent public accountants selected by the General Partner.

(b) As soon as practicable, but in no event later than 90 days after the close of each Quarterexcept the last Quarter of each fiscal year, the General Partner shall cause to be mailed or made availableto each Record Holder of a Unit, as of a date selected by the General Partner, a report containingunaudited financial statements of the Partnership for such Quarter, including a balance sheet andstatement of operations, Partnership equity and cash flows.

(c) In the case of clauses (a) and (b) above, such requirements shall be deemed to be satisfiedby the filing of an applicable periodic report with the Commission pursuant to the Securities ExchangeAct of 1934, as amended, and the rules and regulations of the Commission thereunder and, if applicable,by the National Securities Exchange on which the Common Units are listed.

ARTICLE IX

TAX MATTERS

Section 9.1. Tax Returns and Information. The Partnership shall use its reasonable best effortsto timely file all returns of the Partnership that are required for foreign, United States federal, state andlocal income tax purposes on the basis of the accrual method and a taxable year ending on December 31(or such other taxable year ending as required by the Code). The tax information reasonably required byRecord Holders for United States federal and state income tax reporting purposes with respect to a taxableyear shall be furnished to them within 90 days of the close of the fiscal year. The classification, realizationand recognition of income, gain, losses and deductions and other items shall be on the accrual method ofaccounting for United States federal income tax purposes.

Section 9.2. Tax Elections.

(a) The Partnership may, but shall not be obligated to, make the election under Section 754 ofthe Code in accordance with applicable regulations thereunder. Any such election shall be subject to thereservation of the right to seek to revoke any such election upon the General Partner’s determination thatsuch revocation is in the best interests of the Limited Partners. Notwithstanding any other provisionherein contained, for the purposes of computing the adjustments under Section 743(b) of the Code if anyof the Limited Partner Interests are listed on a National Securities Exchange, the General Partner shall beauthorized (but not required) to adopt a convention whereby the price paid by a transferee of a LimitedPartner Interest will be deemed to be the lowest quoted closing price of the Limited Partner Interests onany National Securities Exchange on which such Limited Partner Interests are listed during the calendarmonth in which such transfer is deemed to occur pursuant to Section 6.2(g) without regard to the actualprice paid by such transferee.

(b) The Partnership shall not elect, pursuant to Section 761(a) of the Code, to be excludedfrom the provisions of Subchapter K of the Code.


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(c) Except as otherwise provided herein, the General Partner shall determine whether thePartnership should make any other elections permitted by the Code.

Section 9.3. Tax Controversies. Subject to the provisions hereof, the General Partner isdesignated as the Tax Matters Partner (as defined in the Code) and is authorized and required to representthe Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’saffairs by tax authorities, including resulting administrative and judicial proceedings, and to expendPartnership funds for professional services and costs associated therewith. Each Partner agrees tocooperate with the General Partner and to do or refrain from doing any or all things reasonably requiredby the General Partner to conduct such proceedings.

Section 9.4. Withholding. Notwithstanding any other provision of this Partnership Agreement,the General Partner is authorized to take any action that may be required to cause the Partnership andother Group Members to comply with any withholding requirements established under the Code or anyother United States federal, state or local law including, without limitation, pursuant to Sections 1441,1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold andpay over to any taxing authority any amount resulting from the allocation or distribution of income to anyPartner or Assignee (including, without limitation, by reason of Section 1446 of the Code), the GeneralPartner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount ofsuch withholding from such Partner.

ARTICLE X

ADMISSION OF PARTNERS

Section 10.1. Admission of Limited Partners pursuant to the Plan of Reorganization. Upon theissuance by the Partnership of the Units as described in Section 5.2, the General Partner shall admit SEBCand the former holders of stock and claims of SEBC to the Partnership as Limited Partners in respect ofsuch Units issued upon the deemed conversion of such stock and claims in accordance with the Plan ofReorganization; provided, however, that to enforce such holders’ rights, including the right to anydistributions hereunder, the Partnership may require such holders to deliver such stock or claims to thePartnership in exchange for certificates representing Units through mechanics as determined arereasonable by the General Partner.

Section 10.2. Admission of Substituted Limited Partners. By transfer of a Limited PartnerInterest in accordance with Article IV, the transferor shall be deemed to have given the transferee the rightto seek admission as a Substituted Limited Partner subject to the conditions of, and in the mannerpermitted under, this Partnership Agreement. A transferor of a Certificate representing a Limited PartnerInterest shall, however, only have the authority to convey to a purchaser or other transferee who does notexecute and deliver a Transfer Application (a) the right to negotiate such Certificate to a purchaser orother transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partnerto such purchaser or other transferee in respect of the transferred Limited Partner Interest. Each transfereeof a Limited Partner Interest (including any nominee holder or an agent acquiring such Unit for theaccount of another Person) who executes and delivers a Transfer Application shall, by virtue of suchexecution and delivery, be an Assignee. Such Assignee shall automatically be admitted to the Partnershipas a Substituted Limited Partner with respect to the Limited Partner Interests so transferred to such Personat such time as such transfer is recorded on the books and records of the Partnership, and until sorecorded, such transferee shall be an Assignee. The General Partner shall periodically, but no lessfrequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of


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Limited Partner Interests with respect to which a duly executed Transfer Application has been received tobe recorded in the books and records of the Partnership. An Assignee shall have an interest in thePartnership equivalent to that of a Limited Partner with respect to allocations and distributions, includingliquidating distributions, of the Partnership. With respect to voting rights attributable to Limited PartnerInterests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner withrespect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on anymatter, vote such Limited Partner Interests at the written direction of the Assignee who is the RecordHolder of such Limited Partner Interests. If no such written direction is received, such Limited PartnerInterests will not be voted. An Assignee shall have no other rights of a Limited Partner.

Section 10.3. Admission of Successor General Partner. A successor General Partner approvedpursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interestpursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted tothe Partnership as the General Partner, effective immediately prior to the withdrawal or removal of thepredecessor or transferring General Partner pursuant to Section 11.1 or 11.2 or the transfer of the GeneralPartner Interest pursuant to Section 4.6; provided, however, that no such successor shall be admitted to thePartnership until compliance with the terms of Section 4.6 has occurred and such successor has executedand delivered such other documents or instruments as may be required to effect such admission. Any suchsuccessor shall, subject to the terms hereof, carry on the business of the Group Members withoutdissolution.

Section 10.4. Amendment of Agreement and Certificate of Limited Partnership. To effect theadmission to the Partnership of any Partner in accordance with the terms hereof, the General Partner shalltake all steps it determines to be necessary or appropriate under the Delaware Act to amend the records ofthe Partnership to reflect such admission and, if necessary, to prepare as soon as practicable anamendment to this Partnership Agreement and, if required by law, the General Partner shall prepare andfile an amendment to the Certificate of Limited Partnership and may for this purpose, among others,exercise the power of attorney granted pursuant to Section 2.6.

ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1. Withdrawal of the General Partner.

(a) The General Partner shall be deemed to have withdrawn from the Partnership upon theoccurrence of any one of the following events (each such event herein referred to as an “Event ofWithdrawal”):

(i) the General Partner transfers all of its General Partner Interest pursuant toSection 4.6;

(ii) the General Partner is removed pursuant to Section 11.2;

(iii) the General Partner (A) makes a general assignment for the benefit of creditors;(B) files a voluntary petition in bankruptcy; (C) files a petition or answer seeking for itself aliquidation, dissolution or similar relief (but not reorganization) under any law; (D) files an answeror other pleading admitting or failing to contest the material allegations of a petition filed againstthe General Partner in a proceeding of the type described in clauses (A)-(C) of this


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Section 11.1(a)(iii); or (E) seeks, consents to or acquiesces in the appointment of a trustee,receiver or liquidator of the General Partner or of all or any substantial part of its properties;

(iv) the General Partner is adjudged bankrupt or insolvent, or has entered against it anorder for relief in any bankruptcy or insolvency proceeding; or

(v) (A) if the General Partner is a corporation, the filing of a certificate of dissolution,or its equivalent, for the corporation or the revocation of its charter and the expiration of 90 daysafter the date of notice to the corporation of revocation without a reinstatement of its charter; (B) ifthe General Partner is a partnership or a limited liability company, the dissolution andcommencement of winding up of the General Partner; (C) if the General Partner is acting in suchcapacity by virtue of being a trustee of a trust, the termination of the trust; (D) if the GeneralPartner is a natural person, his or her death or adjudication of incompetency; and (E) otherwise inthe event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iii) or Section 11.1(a)(iv) orSections 11.1(a)(v)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to theLimited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events ofWithdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from thePartnership.

(b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event ofWithdrawal shall not constitute a breach of this Partnership Agreement under the followingcircumstances: (i) if such Event of Withdrawal is pursuant to Section 11.1(a)(i) and the General Partnervoluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to theLimited Partners (but not prior to the redemption of the SEBC Preferred Stock), provided, that if there areany Outstanding Preferred Units, prior to the effective date of such withdrawal the withdrawal is approvedby each of the Majority Senior Holders and the Majority Junior Holders, as applicable, and the GeneralPartner delivers to the Partnership an Opinion of Counsel (“Withdrawal Opinion of Counsel”) that suchwithdrawal (following the selection of the successor General Partner) would not result in the loss of thelimited liability of any Limited Partner or any Group Member or cause any Group Member to be treatedas an association taxable as a corporation or otherwise to be taxed as an entity for United States federalincome tax purposes (to the extent not already so treated or taxed); (ii) at any time after the redemption ofall of the Preferred Units and if such Event of Withdrawal is pursuant to Section 11.1(a)(i), the GeneralPartner voluntarily withdraws by giving at least 90 days’ advance notice to the Limited Partners, suchwithdrawal to take effect on the date specified in such notice; or (iii) at any time that the General Partneris removed pursuant to Section 11.2. The withdrawal of the General Partner from the Partnership uponthe occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner asgeneral partner or managing member, if any, to the extent applicable, of the other Group Members. If theGeneral Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i) that is approved in accordancewith clause (b)(i) above, the Majority Senior Holders or Majority Junior Holders, as applicable, may,prior to the effective date of such withdrawal, elect a successor General Partner. If the General Partnergives a notice of withdrawal pursuant to Section 11.1(a)(i) that is approved in accordance with clause(b)(ii) above, the Majority Common Holders may, prior to the effective date of such withdrawal, elect asuccessor General Partner. If an Event of Withdrawal occurs pursuant to Section 11.1(a)(iii), (iv) or (v)prior to the redemption of the SEBC Preferred Stock, the Majority Common Holders may, prior to theeffective date of such withdrawal, elect a successor General Partner. If an Event of Withdrawal occurspursuant to Section 11.1(a)(iii), (iv) or (v) after the redemption of the SEBC Preferred Stock and there areOutstanding Preferred Units, the Majority Senior Holders or Majority Junior Holders, as applicable, may,


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prior to the effective date of such withdrawal, elect a successor General Partner. If an Event ofWithdrawal occurs pursuant to Sections 11.1(a)(iii), (iv) or (v) after the redemption of the SEBCPreferred Stock and there are not any Outstanding Preferred Units, the Majority Common Holders may,prior to the effective date of such withdrawal, elect a successor General Partner. The Person so elected assuccessor General Partner shall automatically become the successor general partner or managing member,to the extent applicable, of the other Group Members of which the General Partner is a general partner ora managing member. If, prior to the effective date of the General Partner’s withdrawal, a successor is notselected by the applicable Limited Partners as provided herein or the Partnership does not receive aWithdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1. Anysuccessor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to theprovisions of Section 10.3.

Section 11.2. Removal of the General Partner.

(a) Prior to the redemption of the SEBC Preferred Stock, the General Partner may not beremoved. Prior to the redemption of all of the Preferred Units, but only after the redemption of all of theSEBC Preferred Stock, the General Partner may be removed if such removal is approved by each of theMajority Senior Holders and the Majority Junior Holders. At all other times, the General Partner may beremoved if such removal is approved by the Majority Common Holders.

(b) Any action by the applicable Limited Partners for removal of the General Partner must alsoprovide for the election of a successor General Partner by such Limited Partners. Any removal of theGeneral Partner shall be effective immediately following the admission of a successor General Partnerpursuant to Section 10.3. The removal of the General Partner shall also automatically constitute theremoval of the General Partner as general partner or managing member, to the extent applicable, of theother Group Members of which the General Partner is a general partner or a managing member. If aPerson is elected as a successor General Partner in accordance with the terms of this Section 11.2, suchPerson shall, upon admission pursuant to Section 10.3, automatically become a successor general partneror managing member, to the extent applicable, of the other Group Members of which the General Partneris a general partner or a managing member. The right of the holders of any applicable Outstanding Unitsto remove the General Partner shall not exist or be exercised unless the Partnership has received anopinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor GeneralPartner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions ofSection 10.3.

Section 11.3. Interest of Departing Partner and Successor General Partner. In the event of thewithdrawal or removal of the General Partner and if the successor General Partner is elected inaccordance with the terms of Section 11.1 or 11.2 (or if the business of the Partnership is continuedpursuant to Section 12.2 and the successor General Partner is not the former General Partner), suchsuccessor shall, prior to the effective date of the departure of such Departing Partner (or, in the event thebusiness of the Partnership is continued, prior to the date the business of the Partnership is continued),purchase the General Partner Interest and its general partner interest (or equivalent interest), if any, in theother Group Members. The Departing Partner shall be entitled to receive all reimbursements due suchDeparting Partner pursuant to Section 7.4, including any employee-related liabilities (including severanceliabilities), incurred in connection with the termination of any employees employed by the DepartingPartner for the benefit of the Partnership or the other Group Members.

Section 11.4. Withdrawal of Limited Partners. No Limited Partner shall have any right towithdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s


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Partnership Interest validly becomes a Record Holder of the Partnership Interest so transferred, suchtransferring Limited Partner shall cease to be a Limited Partner with respect to the Partnership Interest sotransferred.

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1. Dissolution. The Partnership shall not be dissolved by the admission of SubstitutedLimited Partners or by the admission of a successor General Partner in accordance with the terms of thisPartnership Agreement. Upon the removal or withdrawal of the General Partner, if a successor GeneralPartner is elected pursuant to Sections 11.1 or 11.2, the Partnership shall not be dissolved and suchsuccessor General Partner shall continue the business of the Partnership. The Partnership shall dissolve,and (subject to Section 12.2 and the terms of the Preferred Designations) its affairs shall be wound up,upon:

(a) upon any date set by the General Partner (which date is not required to be set), after thelater to occur of a redemption of all of the SEBC Preferred Stock and the redemption or sale of the RealEstate LLC Membership Interests;

(b) a redemption of all of the SEBC Preferred Stock;

(c) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions ofthe Delaware Act; or

(d) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other thanSection 11.1(a)(ii)), unless a successor is elected and an Opinion of Counsel is received as provided inSection 11.1(b) or 11.2 and such successor is admitted to the Partnership pursuant to Section 10.3.

Section 12.2. Continuation of the Business of the Partnership After Dissolution. Upon(a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removalof the General Partner as provided in Sections 11.1(a)(ii) and the failure of the Partners to select asuccessor to such Departing Partner pursuant to Sections 11.1 or 11.2, then within 90 days thereafter, or(b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined inSections 11.1(a)(iii) or 11.1(a)(v), then, to the maximum extent permitted by law, within 180 daysthereafter, the Majority Senior Holders, or if there are no Outstanding Senior Preferred Units, the MajorityJunior Holders or if there are no Outstanding Junior Preferred Units, the Majority Common Holders, mayelect to continue the business of the Partnership on the same terms and conditions set forth in thisPartnership Agreement by appointing as a successor General Partner a Person approved by the applicableLimited Partners. Unless such an election is made within the applicable time period as set forth above, thePartnership shall conduct only activities necessary to wind up its affairs. If such an election is so made,then:

(a) the Partnership shall continue without dissolution unless earlier dissolved in accordancewith this Article XII;

(b) if the successor General Partner is not the former General Partner, then the interest of theformer General Partner shall be treated in the manner provided in Section 11.3; and


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(c) the successor General Partner shall be admitted to the Partnership as General Partner,effective as of the Event of Withdrawal, by agreeing in writing to be bound by this PartnershipAgreement; provided, that the right of the applicable Limited Partners to approve a successor GeneralPartner and to reconstitute and to continue the business of the Partnership shall not exist and may not beexercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the rightwould not result in the loss of limited liability of any Limited Partner and (y) neither the Partnership, thereconstituted limited partnership nor any Group Member would be treated as an association taxable as acorporation or otherwise be taxable as an entity for United States federal income tax purposes upon theexercise of such right to continue (to the extent not already so treated or taxed).

Section 12.3. Liquidator. Upon dissolution of the Partnership, unless the business of thePartnership is continued pursuant to Section 12.2, the General Partner shall select one or more Persons toact as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive suchcompensation for its services as may be approved by Limited Partners as follows (a) the Majority SeniorHolders, (b), if no Outstanding Senior Preferred Units, the Majority Junior Holders, or (c) if noOutstanding Preferred Units, the Majority Common Holders. The Liquidator (if other than the GeneralPartner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at anytime, with or without cause, by notice of removal approved by the applicable Limited Partners as detailedabove in this Section 12.3. Upon dissolution, removal or resignation of the Liquidator, a successor andsubstitute Liquidator (who shall have and succeed to all rights, powers and duties of the originalLiquidator) shall within 30 days thereafter be approved by the applicable Limited Partners as detailedabove in this Section 12.3. The right to approve a successor or substitute Liquidator in the mannerprovided herein shall be deemed to refer also to any such successor or substitute Liquidator approved inthe manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved inthe manner provided herein shall have and may exercise, without further authorization or consent of anyof the parties hereto, all of the powers conferred upon the General Partner under the terms of thisPartnership Agreement (but subject to all of the applicable limitations, contractual and otherwise, uponthe exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary orappropriate to carry out the duties and functions of the Liquidator hereunder for and during the period oftime required to complete the winding up and liquidation of the Partnership as provided for herein.

Section 12.4. Liquidation. The Liquidator shall proceed to dispose of the assets of thePartnership as specified below, discharge its liabilities and otherwise wind up its affairs in such mannerand over such period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act andthe following:

(a) If any SEBC Preferred Stock is then outstanding, the assets other than the SEBC CommonStock may be disposed of by public or private sale on such terms as the Liquidator and such Partner orPartners may agree. If any SEBC Preferred Stock is not then outstanding, the assets, including the SEBCCommon Stock may be disposed of by public or private sale on such terms as the Liquidator and suchPartner or Partners may agree. With respect to the SEBC Common Stock that may not be sold asaforesaid, and, with respect to other assets of the Partnership, if the Liquidator determines that animmediate sale of all or a part of the Partnership’s assets would be impractical or would cause undue lossto the Partners, the Liquidator may, in its absolute discretion, distribute to the Partners or to specificclasses of Partners, in lieu of cash, as tenants in common (if so required) and in accordance with theprovisions of this Section 12.4, interests or, if so required, undivided interests, in such Partnership assetsas the Liquidator deems not suitable for liquidation, provided that the SEBC Common Stock may only bedistributed to holders of Common Units. If any property is distributed in kind, the Partner receiving theproperty shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market


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value; and contemporaneously therewith, appropriate cash distributions must be made to the otherPartners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonabletime if it determines that an immediate sale or distribution of all or some of the Partnership’s assets wouldbe impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’sassets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undueloss to the Partners.

(b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation forserving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than inrespect of their distribution rights under Article VI. With respect to any liability that is contingent,conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle suchclaim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide forits payment. When any such liability is discharged, any unused portion of the reserve shall be distributedas additional liquidation proceeds.

(c) All property (other than the SEBC Common Stock if any of the SEBC Preferred Stock isthen outstanding) and all cash in excess of that required to discharge liabilities as provided inSection 12.4(b) shall be distributed to the Partners as follows:

(i) First, to the Limited Partners holdings Senior Preferred Units in an amount equal tothe Senior Preferred Liquidation Price;

(ii) Second, to the Limited Partners holdings Junior Preferred Units in an amount equalto the Junior Preferred Liquidation Price ;

(iii) Thereafter, to the Limited Partners holding Common Units and to the GeneralPartner in accordance with, and to the extent of, the positive balances in their respective CapitalAccounts, as determined after taking into account all Capital Account adjustments (other thanthose made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of thePartnership during which the liquidation of the Partnership occurs (with such date of occurrencebeing determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and suchdistribution shall be made by the end of such taxable year (or, if later, within 90 days after saiddate of such occurrence).

Section 12.5. Cancellation of Certificate of Limited Partnership. Upon the completion of thedistribution of Partnership cash and property as provided in Section 12.4 in connection with theliquidation of the Partnership, the Certificate of Limited Partnership and all qualifications of thePartnership as a foreign limited partnership in jurisdictions other than the Delaware shall be canceled andsuch other actions as may be necessary to terminate the Partnership shall be taken.

Section 12.6. Return of Contributions. The General Partner shall not be personally liable for, andshall have no obligation to contribute or loan any monies or property to the Partnership to enable it toeffectuate, the return of the Capital Contributions of the Limited Partners, or any portion thereof, it beingexpressly understood that any such return shall be made solely from Partnership assets.

Section 12.7. Waiver of Partition. To the maximum extent permitted by law, each Partner herebywaives any right to partition of the Partnership property.

Section 12.8. Capital Account Restoration. No Limited Partner shall have any obligation torestore any negative balance in its Capital Account upon liquidation of the Partnership. The General


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Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of itsinterest in the Partnership by the end of the taxable year of the Partnership during which such liquidationoccurs, or, if later, within 90 days after the date of such liquidation.

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1. Amendments to be Adopted Solely by the General Partner. Each Partner agreesthat the General Partner, without the approval of any Partner or Assignee, may amend any provision ofthis Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whateverdocuments may be required in connection therewith, to reflect:

(a) a change in the name of the Partnership, the location of the principal place of business ofthe Partnership, the registered agent of the Partnership or the registered office of the Partnership;

(b) the admission, substitution, withdrawal or removal of Partners in accordance with thisPartnership Agreement;

(c) a change that the General Partner determines in its sole discretion to be necessary orappropriate to qualify or continue the qualification of the Partnership as a limited partnership or apartnership in which the Limited Partners have limited liability under the laws of any state or to ensurethat the Group Members will not be treated as associations taxable as corporations or otherwise taxed asentities for United States federal income tax purposes;

(d) a change that the General Partner determines in its sole discretion, (i) does not adverselyaffect the Limited Partners (including any particular class of Partnership Interests as compared to otherclasses of Partnership Interests) in any material respect, (ii) to be necessary or desirable (A) to satisfy anyrequirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation ofany United States federal or state agency or judicial authority or contained in any United States federal orstate statute (including the Delaware Act) or (B) to facilitate the trading of the Units (including thedivision of any class or classes of Outstanding Units into different classes to facilitate uniformity of taxconsequences within such classes of Units) or to comply with any rule, regulation, guideline orrequirement of any National Securities Exchange on which the Units are or will be listed for trading,(iii) is required to effect the intent of the provisions of this Partnership Agreement or is otherwisecontemplated by this Partnership Agreement or (iv) prior to the redemption of the SEBC Preferred Stock,does not cause SEBC to, or reasonably anticipated to ensure SEBC does not, undergo a “change incontrol” within the meaning of Section 382 of the Code;

(e) is necessary or desirable to implement tax-related provisions of this PartnershipAgreement;

(f) a change in the fiscal year or taxable year of the Partnership and any other changes that theGeneral Partner determines in its sole discretion to be necessary or appropriate as a result of a change inthe fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, achange in the definition of “Quarter” and the dates on which distributions are to be made by thePartnership;

(g) an amendment that is necessary to prevent the Partnership, or the General Partner or itsdirectors, officers, trustees or agents from in any manner being subjected to the provisions of the


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Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or“plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, asamended, regardless of whether such are substantially similar to plan asset regulations currently appliedor proposed by the United States Department of Labor;

(h) any amendment expressly permitted in this Partnership Agreement to be made by theGeneral Partner acting alone;

(i) an amendment that the General Partner determines in its sole discretion to be necessary ordesirable to reflect, account for and deal with appropriately the formation by the Partnership of, orinvestment by the Partnership in, any corporation, partnership, joint venture, limited liability company orother entity, in connection with the conduct by the Partnership of activities permitted by the terms ofSection 2.4; or

(j) any other amendments substantially similar to the foregoing.

Section 13.2. Amendment Procedures. Except as provided in Sections 13.1 and 13.3, allamendments to this Partnership Agreement shall be made in accordance with the following requirements.Amendments to this Partnership Agreement may be proposed only by or with the consent of the GeneralPartner; provided, however, that the General Partner shall have no duty or obligation to propose anyamendment to this Partnership Agreement and may decline to do so free of any fiduciary duty orobligation whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to propose anamendment, shall not be required to act in good faith or pursuant to any other standard imposed by thisPartnership Agreement, any Group Member Agreement, any other agreement contemplated hereby orunder the Delaware Act or any other law, rule or regulation. A proposed amendment shall be effectiveupon its approval by (a) the applicable percentage of Preferred Units as required by the Designations, and(b) by the Majority Common Holders, unless a greater or different percentage is required under thisPartnership Agreement or by the Delaware Act. Each proposed amendment that requires such approvalshall be set forth in a writing that contains the text of the proposed amendment. If such an amendment isproposed, the General Partner shall seek the written approval of the requisite percentage of OutstandingUnits or call a meeting of the holders of such Units to consider and vote on such proposed amendment.The General Partner shall notify all Record Holders upon final adoption of any such proposedamendments.

Section 13.3. Amendment Requirements.

(a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this PartnershipAgreement that establishes a percentage of Outstanding Units required to take any action shall beamended, altered, changed, repealed or rescinded in any respect that would have the effect of reducingsuch voting percentage unless such amendment is approved by the written consent or the affirmative voteof holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the votingrequirement sought to be reduced.

(b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to thisPartnership Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unlesssuch shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c),(ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way theamounts reimbursable or otherwise payable to, the General Partner or any of its Affiliates without itsconsent, which consent may be given or withheld at its option, (iii) change Section 12.1(a), (iv) change


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the term of the Partnership, (v) give any Person the right to dissolve the Partnership or (vi) cause SEBCto undergo a "change of control" within the meaning of Section 382 of the Code during any period duringwhich any of the SEBC Preferred Stock is outstanding

(c) Except as provided in Section 14.3, and without limitation of the General Partner’sauthority to adopt amendments to this Partnership Agreement without the approval of any Partners orAssignees as contemplated in Section 13.1, any amendment that would have a material adverse effect onthe rights or preferences of any class of Partnership Interests in relation to other classes of PartnershipInterests must be approved by the holders of not less than a majority of the Outstanding PartnershipInterests of the class affected.

(d) Except as provided in Section 13.1, this Section 13.3 shall only be amended with theapproval of the holders of at least the Majority Senior Holders, the Majority Junior Holders and theMajority Common Holders with respect to any amendment that specifically affects the provisions relatingto such Units.

Section 13.4. Special Meetings. All acts of Limited Partners to be taken pursuant to thisPartnership Agreement shall be taken in the manner provided in this Article XIII. Special meetings of theLimited Partners may be called by the General Partner. In addition, Limited Partners owning 20% ormore of the Outstanding Units of the class or classes for which a meeting is proposed may call a specialmeeting by delivering to the General Partner one or more requests in writing stating that the signingLimited Partners wish to call a special meeting and indicating the general or specific purposes for whichthe special meeting is to be called. Within 60 days after receipt of such a call from Limited Partners orwithin such greater time as may be reasonably necessary for the Partnership to comply with any statutes,rules, regulations, listing agreements or similar requirements governing the holding of a meeting or thesolicitation of proxies for use at such a meeting, the General Partner shall send a notice of the meeting tothe Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at atime and place determined by the General Partner on a date not less than 10 days nor more than 60 daysafter the mailing of notice of the meeting. Limited Partners shall not vote on matters that would cause theLimited Partners to be deemed to be taking part in the management and control of the business and affairsof the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or thelaw of any other state in which the Partnership is qualified to do business.

Section 13.5. Notice of a Meeting. Notice of a meeting called pursuant to Section 13.4 shall begiven to the Record Holders of the class or classes of Outstanding Units for which a meeting is proposedin writing by mail or other means of written communication in accordance with Section 15.1. The noticeshall be deemed to have been given at the time when deposited in the mail or sent by other means ofwritten communication.

Section 13.6. Record Date. For purposes of determining the Limited Partners entitled to noticeof or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided inSection 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation,guideline or requirement of any National Securities Exchange on which the Units are listed for trading, inwhich case the rule, regulation, guideline or requirement of such exchange shall govern) or (b) in theevent that approvals are sought without a meeting, the date by which Limited Partners are requested inwriting by the General Partner to give such approvals.


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Section 13.7. Adjournment. When a meeting is adjourned to another time or place, notice neednot be given of the adjourned meeting and a new Record Date need not be fixed, if the time and placethereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall befor more than 45 days. At the adjourned meeting, the Partnership may transact any business that mighthave been transacted at the original meeting. If the adjournment is for more than 45 days or if a newRecord Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given inaccordance with this Article XIII.

Section 13.8. Waiver of Notice; Approval of Meeting; Approval of Minutes. The transactions ofany meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if ithad occurred at a meeting duly held after regular call and notice, if a quorum is present either in person orby proxy, and if, either before or after the meeting, Limited Partners representing such quorum who werepresent in person or by proxy and entitled to vote, sign a written waiver of notice or an approval of theholding of the meeting or an approval of the minutes thereof. All waivers and approvals shall be filed withthe Partnership records or made a part of the minutes of the meeting. Attendance of a Limited Partner at ameeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends themeeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened; and except that attendance at a meetingis not a waiver of any right to disapprove the consideration of matters required to be included in the noticeof the meeting, but not so included, if the disapproval is expressly made at the meeting.

Section 13.9. Quorum and Voting. The holders of a majority of the Outstanding Units of theclass or classes for which a meeting has been called represented in person or by proxy shall constitute aquorum at a meeting of Limited Partners of such class or classes unless any such action by the LimitedPartners requires approval by holders of a greater percentage of such Outstanding Units, in which case thequorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held inaccordance with this Partnership Agreement at which a quorum is present, the act of Limited Partnersholding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled tovote and be present in person or by proxy at such meeting shall be deemed to constitute the act of allLimited Partners, unless a greater or different percentage is required with respect to such action under theprovisions of this Partnership Agreement, in which case the act of the Limited Partners holdingOutstanding Units that in the aggregate represent at least such greater or different percentage shall berequired. The Limited Partners present at a duly called or held meeting at which a quorum is present maycontinue to transact business until adjournment, notwithstanding the withdrawal of enough LimitedPartners to leave less than a quorum, if any action taken (other than adjournment) is approved by therequired percentage of Outstanding Units specified in this Partnership Agreement. In the absence of aquorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote ofholders of at least a majority of the Outstanding Units entitled to vote at such meeting represented eitherin person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

Section 13.10. Conduct of a Meeting. The General Partner shall have full power and authorityconcerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals inwriting, including the determination of Persons entitled to vote, the existence of a quorum, the satisfactionof the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and thedetermination of any controversies, votes or challenges arising in connection with or during the meetingor voting. The General Partner shall designate a Person to serve as chairman of any meeting and shallfurther designate a Person to take the minutes of any meeting. All minutes shall be kept with the recordsof the Partnership maintained by the General Partner. The General Partner may make such otherregulations consistent with applicable law and this Partnership Agreement as it may deem advisable


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concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing,including regulations in regard to the appointment of proxies, the appointment and duties of inspectors ofvotes and approvals, the submission and examination of proxies and other evidence of the right to vote,and the revocation of approvals in writing.

Section 13.11. Action Without a Meeting. If authorized by the General Partner, any action thatmay be taken at a meeting of the Limited Partners may be taken without a meeting if an approval inwriting setting forth the action so taken is signed by Limited Partners owning not less than the minimumpercentage of the Outstanding Units that would be necessary to authorize or take such action at a meetingat which all the Limited Partners were present and voted (unless such provision conflicts with any rule,regulation, guideline or requirement of any National Securities Exchange on which such Units are listed,in which case the rule, regulation, guideline or requirement of such exchange shall govern). Prompt noticeof the taking of action without a meeting shall be given to the Limited Partners who have not approved inwriting. The General Partner may specify that any written ballot submitted to Limited Partners for thepurpose of taking any action without a meeting shall be returned to the Partnership within the time period,which shall be not less than 20 days, specified by the General Partner. If a ballot returned to thePartnership does not vote all of the Outstanding Units entitled to be voted and held by the LimitedPartner, the Partnership shall be deemed to have failed to receive a ballot for such Outstanding Units thatwere not voted. If approval of the taking of any action by the Limited Partners is solicited by any Personother than by or on behalf of the General Partner, the written approvals shall have no force and effectunless and until (a) they are deposited with the Partnership in care of the General Partner, (b) approvalssufficient to take the action proposed are dated as of a date not more than 90 days prior to the datesufficient approvals are deposited with the Partnership and (c) an Opinion of Counsel is delivered to theGeneral Partner to the effect that the exercise of such right and the action proposed to be taken withrespect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part inthe management and control of the business and affairs of the Partnership so as to jeopardize the LimitedPartners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing therights, duties and liabilities of the Partnership and the Partners.

Section 13.12. Right to Vote and Related Matters.

(a) Only those Record Holders of Outstanding Units on the Record Date set pursuant toSection 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall beentitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as towhich the holders of Outstanding Units have the right to vote or to act. All references in this PartnershipAgreement to votes of, or other acts that may be taken by, Outstanding Units shall be deemed to bereferences to the votes or acts of the Record Holders of such Outstanding Units.

(b) With respect to Outstanding Units that are held for a Person’s account by another Person(such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of theforegoing), in whose name such Outstanding Units are registered, such other Person shall, in exercisingthe voting rights in respect of such Outstanding Units on any matter, and unless the arrangement betweensuch Persons provides otherwise, vote such Outstanding Units in favor of, and at the direction of, thePerson who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting withoutfurther inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this PartnershipAgreement) are subject to the provisions of Section 4.3.


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ARTICLE XIV

MERGER

Section 14.1. Authority. If any SEBC Preferred Stock is issued and outstanding, the Partnershipmay merge with and into a Group Member, provided that no such merger would cause SEBC to undergoan ownership change within the meaning of Section 382 of the Code. Provided that no SEBC PreferredStock is outstanding, subject to any approval required by the Preferred Designations, the Partnership maymerge or consolidate with or into one or more corporations, limited liability companies, statutory trusts orassociations, real estate investment trusts, common law trusts or unincorporated businesses, including apartnership (whether general or limited (including a limited liability partnership)), formed under the lawsof the State of Delaware or any other state of the United States of America, pursuant to a writtenagreement of merger or consolidation (“Merger Agreement”) in accordance with this Article XIV.

Section 14.2. Procedure for Merger or Consolidation. Merger or consolidation of the Partnershippursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, tothe fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to anymerger or consolidation of the Partnership and may decline to do so free of any fiduciary duty orobligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a mergeror consolidation, shall not be required to act in good faith or pursuant to any other standard imposed bythis Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby orunder the Delaware Act or any other law, rule or regulation or at equity. If the General Partner shalldetermine to consent to the merger or consolidation, the General Partner shall approve the MergerAgreement, which shall set forth:

(a) the names and jurisdictions of formation or organization of each of the business entitiesproposing to merge or consolidate;

(b) the name and jurisdiction of formation or organization of the business entity that is tosurvive the proposed merger or consolidation (the “Surviving Business Entity”);

(c) the terms and conditions of the proposed merger or consolidation;

(d) the manner and basis of exchanging or converting the equity securities of each constituentbusiness entity for, or into, cash, property or interests, rights, securities or obligations of the SurvivingBusiness Entity; and (i) if any general or limited partner interests, securities or rights of any constituentbusiness entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights,securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnerinterests, rights, securities or obligations of any general or limited partnership, corporation, trust, limitedliability company, unincorporated business or other entity (other than the Surviving Business Entity)which the holders of such interests, securities or rights are to receive in exchange for, or upon conversionof, their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon thesurrender of such certificates, which cash, property or interests, rights, securities or obligations of theSurviving Business Entity or any general or limited partnership, corporation, trust, limited liabilitycompany, unincorporated business or other entity (other than the Surviving Business Entity), or evidencesthereof, are to be delivered;

(e) a statement of any changes in the constituent documents or the adoption of new constituentdocuments (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or


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agreement of limited partnership or other similar charter or governing document) of the SurvivingBusiness Entity to be effected by such merger or consolidation;

(f) the effective time of the merger, which may be the date of the filing of the certificate ofmerger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the MergerAgreement (provided, that if the effective time of the merger is to be later than the date of the filing ofsuch certificate of merger, the effective time shall be fixed at a date or time certain at or prior to the timeof the filing of such certificate of merger and stated therein); and

(g) such other provisions with respect to the proposed merger or consolidation that the GeneralPartner determines to be necessary or appropriate.

Section 14.3. Approval by Limited Partners of Merger or Consolidation.

(a) Except as provided in Sections 14.3(d) and 14.3(e), the General Partner, upon its approvalof the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of LimitedPartners, whether at a special meeting or by written consent, in either case in accordance with therequirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in orenclosed with the notice of a special meeting or the written consent.

(b) Except as provided in Sections 14.3(d) and 14.3(e) or as required pursuant to the PreferredDesignations, the Merger Agreement shall be approved upon receiving the affirmative vote or consent ofthe Majority Common Holders.

(c) Except as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consentof the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant toSection 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, setforth in the Merger Agreement.

(d) Notwithstanding anything else contained in this Article XIV or in this PartnershipAgreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnershipor any Group Member into a new limited liability entity, to merge the Partnership or any Group Memberinto, or convey all of the Partnership’s assets to, another limited liability entity which shall be newlyformed and shall have no assets, liabilities or operations at the time of such conversion, merger orconveyance other than those it receives from the Partnership or other Group Member if (i) the GeneralPartner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case maybe, would not result in the loss of the limited liability of any Limited Partner or cause the Partnership tobe treated as an association taxable as a corporation or otherwise to be taxed as an entity for United Statesfederal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of suchconversion, merger or conveyance is to effect a mere change in the legal form of the Partnership intoanother limited liability entity and (iii) the governing instruments of the new entity provide the LimitedPartners and the General Partner with the same rights and obligations as are herein contained.

(e) Additionally, notwithstanding anything else contained in this Article XIV or in thisPartnership Agreement, the General Partner is permitted, without Limited Partner approval, to merge orconsolidate the Partnership with another entity if (i) the General Partner has received an Opinion ofCounsel that the merger or consolidation, as the case may be, would not result in the loss of the limitedliability of any Limited Partner or cause the Partnership to be treated as an association taxable as acorporation or otherwise to be taxed as an entity for United States federal income tax purposes (to theextent not previously treated as such), (ii) the merger or consolidation would not result in an amendment


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to the Partnership Agreement, other than any amendments that could be adopted pursuant to Section 13.1,(iii) the Partnership is the Surviving Business Entity in such merger or consolidation, and (iv) each Unitoutstanding immediately prior to the effective date of the merger or consolidation is to be an identicalUnit of the Partnership after the effective date of the merger or consolidation.

Section 14.4. Certificate of Merger. Upon the required approval by the General Partner and theapplicable Limited Partners of a Merger Agreement, a certificate of merger shall be executed and filedwith the Secretary of State of the State of Delaware in conformity with the requirements of the DelawareAct.

Section 14.5. Effect of Merger.

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business entities that hasmerged or consolidated, and all property, real, personal and mixed, and all debts due to any ofthose business entities and all other things and causes of action belonging to each of thosebusiness entities, shall be vested in the Surviving Business Entity and after the merger orconsolidation shall be the property of the Surviving Business Entity to the extent they were ofeach constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituentbusiness entities shall not revert and is not in any way impaired because of the merger orconsolidation;

(iii) all rights of creditors and all liens on or security interests in property of any ofthose constituent business entities shall be preserved unimpaired; and

(iv) all debts, liabilities and duties of those constituent business entities shall attach tothe Surviving Business Entity and may be enforced against it to the same extent as if the debts,liabilities and duties had been incurred or contracted by it.

(b) A merger or consolidation effected pursuant to this Article XIV shall not be deemed toresult in a transfer or assignment of assets or liabilities from one entity to another.

ARTICLE XV

GENERAL PROVISIONS

Section 15.1. Addresses and Notices. Any notice, demand, request, report or proxy materialsrequired or permitted to be given or made to a Partner or Assignee under this Partnership Agreement shallbe in writing and shall be deemed given or made when delivered in person or when sent by first classUnited States mail or by other means of written communication to the Partner or Assignee at the addressdescribed below. Any notice, payment or report to be given or made to a Partner or Assignee hereundershall be deemed conclusively to have been given or made, and the obligation to give such notice or reportor to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of suchnotice, payment or report to the Record Holder of such Units at his address as shown on the records of theTransfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of anyPerson who may have an interest in such Units by reason of any assignment or otherwise. An affidavit orcertificate of making of any notice, payment or report in accordance with the provisions of this


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Section 15.1 executed by the General Partner, the Transfer Agent or the mailing organization shall beprima facie evidence of the giving or making of such notice, payment or report. If any notice, payment orreport addressed to a Record Holder at the address of such Record Holder appearing on the books andrecords of the Transfer Agent or the Partnership is returned by the United States Postal Service marked toindicate that the United States Postal Service is unable to deliver it, such notice, payment or report andany subsequent notices, payments and reports shall be deemed to have been duly given or made withoutfurther mailing (until such time as such Record Holder or another Person notifies the Transfer Agent orthe Partnership of a change in his address) if they are available for the Partner or Assignee at the principaloffice of the Partnership for a period of one year from the date of the giving or making of such notice,payment or report to the other Partners and Assignees. Any notice to the Partnership shall be deemedgiven if received by the General Partner at the principal office of the Partnership designated pursuant toSection 2.3. The General Partner may rely and shall be protected in relying on any notice or otherdocument from a Partner, Assignee or other Person if believed by it to be genuine. Notwithstanding theforegoing report, proxy materials and other communications may be provided through electronic deliveryor by posting on a website to the extent required or permitted by the rules and regulations of theCommission.

Section 15.2. Further Action. The parties shall execute and deliver all documents, provide allinformation and take or refrain from taking action as may be necessary or appropriate to achieve thepurposes of this Partnership Agreement.

Section 15.3. Binding Effect. This Partnership Agreement and the Exhibits shall be binding uponand inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legalrepresentatives and permitted assigns.

Section 15.4. Integration. This Partnership Agreement constitutes the entire agreement amongthe parties hereto pertaining to the subject matter hereof and supersedes all prior agreements andunderstandings pertaining thereto.

Section 15.5. Creditors. None of the provisions of this Partnership Agreement shall be for thebenefit of, or shall be enforceable by, any creditor of the Partnership.

Section 15.6. Waiver. No failure by any party to insist upon the strict performance of anycovenant, duty, agreement or condition of this Partnership Agreement or to exercise any right or remedyconsequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty,agreement or condition.

Section 15.7. Counterparts. This Partnership Agreement may be executed in counterparts, all ofwhich together shall constitute an agreement binding on all the parties hereto, notwithstanding that allsuch parties are not signatories to the original or the same counterpart. Each party shall become bound bythis Partnership Agreement immediately upon affixing its signature hereto or, in the case of a Personacquiring a Unit, upon accepting the certificate evidencing such Unit or executing and delivering aTransfer Application as herein described, independently of the signature of any other party. A facsimileor electronic signature delivered to the Partnership, which is acceptable to the Partnership, shall bedeemed to have the same effect as an original signature.

Section 15.8. Applicable Law. This Partnership Agreement shall be construed in accordancewith and governed by the laws of the State of Delaware, without regard to the principles of conflicts oflaw.


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Section 15.9. Invalidity of Provisions. If any provision of this Partnership Agreement is orbecomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of theremaining provisions contained herein shall not be affected thereby.

Section 15.10. Consent of Partners. Each Partner hereby expressly consents and agrees that,whenever in this Partnership Agreement it is specified that an action may be taken upon the affirmativevote or consent of less than all of the Partners, such action may be so taken upon the concurrence of lessthan all of the Partners and each Partner shall be bound by the results of such action.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


[Signature Page to Amended and Restated Agreement of Limited Partnership]

IN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement as of thedate first written above.

GENERAL PARTNER:

SCS Management LLC

By:__________Name: Paul EdwardsTitle:

LIMITED PARTNERS:

All Limited Partners now and hereafter admitted as limitedpartners of the Partnership, pursuant to Powers of Attorneynow and hereafter executed in favor of, and granted anddelivered to, the General Partner.

By: SCS Management LLCGeneral Partner, as attorney-in-fact for all LimitedPartners pursuant to the Powers of Attorney grantedpursuant to Section 2.6.

By: _______Name: Paul EdwardsTitle: Manager


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EXHIBIT A

GLOSSARY

Unless the context or use indicates another or different meaning or intent,the following terms as used in the Amended and Restated Agreement of LimitedPartnership of SEBC Holdings, LP dated as of ________, 2009 shall have themeanings set forth below, whether used in the singular or plural. All Sectionreferences are to the Partnership Agreement (as defined below) unless specificallyreferenced to an Exhibit, in which case the reference is to the applicable Exhibitto the Partnership Agreement.

“Additional Book Basis” means the portion of any remaining CarryingValue of an Adjusted Property that is attributable to positive adjustments made tosuch Carrying Value as a result of Book-Up Events. For purposes of determiningthe extent that Carrying Value constitutes Additional Book Basis:

(a) any negative adjustment made to the Carrying Value of anAdjusted Property as a result of either a Book-Down Event or a Book-Up Eventshall first be deemed to offset or decrease that portion of the Carrying Value ofsuch Adjusted Property that is attributable to any prior positive adjustments madethereto pursuant to a Book-Up Event or Book-Down Event; and

(b) if Carrying Value that constitutes Additional Book Basis isreduced as a result of a Book-Down Event and the Carrying Value of otherproperty is increased as a result of such Book-Down Event, an allocable portionof any such increase in Carrying Value shall be treated as Additional Book Basis;provided, that the amount treated as Additional Book Basis pursuant hereto as aresult of such Book-Down Event shall not exceed the amount by which theAggregate Remaining Net Positive Adjustments after such Book-Down Eventexceeds the remaining Additional Book Basis attributable to all of thePartnership’s Adjusted Property after such Book-Down Event (determinedwithout regard to the application of this clause (ii) to such Book-Down Event).

“Additional Book Basis Derivative Items” means any Book BasisDerivative Items that are computed with reference to Additional Book Basis. Tothe extent that the Additional Book Basis attributable to all of the Partnership’sAdjusted Property as of the beginning of any taxable period exceeds theAggregate Remaining Net Positive Adjustments as of the beginning of suchperiod (the “Excess Additional Book Basis”), the Additional Book BasisDerivative Items for such period shall be reduced by the amount that bears thesame ratio to the amount of Additional Book Basis Derivative Items determinedwithout regard to this sentence as the Excess Additional Book Basis bears to theAdditional Book Basis as of the beginning of such period.

“Additional Undeclared Distributions” has the meaning set forth inSection 4(b) of the Preferred Designations.


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“Adjusted Capital Account” means the Capital Account maintained foreach Partner as of the end of each fiscal year of the Partnership, (a) increased byany amounts that such Partner is obligated to restore under the standards set byTreasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated torestore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and(b) decreased by (i) the amount of all losses and deductions that, as of the end ofsuch fiscal year, are reasonably expected to be allocated to such Partner insubsequent years under Sections 704(e)(2) and 706(d) of the Code and TreasuryRegulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that,as of the end of such fiscal year, are reasonably expected to be made to suchPartner in subsequent years in accordance with the terms of the PartnershipAgreement or otherwise to the extent they exceed offsetting increases to suchPartner’s Capital Account that are reasonably expected to occur during (or priorto) the year in which such distributions are reasonably expected to be made (otherthan increases as a result of a minimum gain chargeback pursuant toSection 6.1(c)(i) or 6.1(c)(ii)). The foregoing definition of Adjusted CapitalAccount is intended to comply with the provisions of Treasury RegulationSection 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The“Adjusted Capital Account” of a Partner in respect of a Common Unit, aPreferred Unit or any other Partnership Interest shall be the amount which suchAdjusted Capital Account would be if such Common Unit, Preferred Unit or otherPartnership Interest were the only interest in the Partnership held by such Partnerfrom and after the date on which such Common Unit, Preferred Unit or otherPartnership Interest was first issued.

“Adjusted Property” means any property the Carrying Value of whichhas been adjusted pursuant to Sections 5.4(e)(i) or 5.4(e)(ii).

“Affiliate” means, with respect to any Person, (i) any Person directly orindirectly controlling, controlled by or under common control with such Person,(ii) any officer, director, manager, general partner, member or trustee of suchPerson or (iii) any Person who is an officer, director, manager, general partner,member or trustee of any Person described in clauses (i) or (ii) of this sentence.For purposes of this definition, the terms “controlling,” “controlled by” or“under common control with” shall mean the possession, direct or indirect, ofthe power to direct or cause the direction of the management and policies of aPerson, whether through the ownership of voting securities or interests, bycontract or otherwise, or the power to elect at least 50% of the directors,managers, general partners, members or persons exercising similar authority withrespect to such Person.

“Agent” has the meaning set forth in Section 4.8(c).

“Agent Member” means a member of, or participant in, the SecuritiesDepository that will act on behalf of a Limited Partner holding the applicablePreferred Units.


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“Aggregate Remaining Net Positive Adjustments” means, as of the endof any taxable period, the sum of the Remaining Net Positive Adjustments of allthe Partners.

“Agreed Allocation” means any allocation, other than a RequiredAllocation, of an item of income, gain, loss or deduction pursuant to theprovisions of Section 6.1, including, without limitation, a Curative Allocation (ifappropriate to the context in which the term “Agreed Allocation” is used).

“Agreed Value” of any Contributed Property means the fair market valueof such property or other consideration at the time of contribution as determinedby the General Partner. The General Partner shall use such method as itdetermines to be appropriate to allocate the aggregate Agreed Value ofContributed Properties contributed to the Partnership in a single or integratedtransaction among each separate property on a basis proportional to the fairmarket value of each Contributed Property.

“Assignee” means a Person to whom one or more Limited PartnerInterests have been transferred in a manner permitted under the PartnershipAgreement and who has executed and delivered a Transfer Application asrequired by the Partnership Agreement, but who has not been admitted as aSubstituted Limited Partner.

“Associate” means, when used to indicate a relationship with any Person,(i) any corporation or organization of which such Person is a director, officer orpartner or is, directly or indirectly, the owner of 20% or more of any class ofvoting stock or other voting interest of such corporation or organization; (ii) anytrust or other estate in which such Person has at least a 20% beneficial interest oras to which such Person serves as trustee or in a similar fiduciary capacity; and(iii) any relative or spouse of such Person, or any relative of such spouse, who hasthe same principal residence as such Person.

“Available Cash” means, with respect to any Quarter ending prior to theLiquidation Date:

(a) the sum of (i) all cash and cash equivalents of the PartnershipGroup on hand at the end of such Quarter, and (ii) all additional cash and cashequivalents of the Partnership Group on hand on the date of determination ofAvailable Cash with respect to such Quarter resulting from Working CapitalBorrowings made subsequent to the end of such Quarter, less

(b) the amount of any cash reserves established by the General Partnerto (i) provide for the proper conduct of the business of the Partnership Group(including reserves for future capital expenditures and for anticipated future creditneeds of the Partnership Group) subsequent to such Quarter, (ii) comply withapplicable law or any loan agreement, security agreement, mortgage, debtinstrument or other agreement or obligation to which any Group Member is a


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party or by which it is bound or its assets are subject or (iii) provide funds fordistributions under Section 6.4 in respect of any one or more of the next fourQuarters; provided, however, that disbursements made by a Group Member orcash reserves established, increased or reduced after the end of such Quarter buton or before the date of determination of Available Cash with respect to suchQuarter shall be deemed to have been made, established, increased or reduced, forpurposes of determining Available Cash, within such Quarter if the GeneralPartner so determines. Notwithstanding the foregoing, “Available Cash” withrespect to the Quarter in which the Liquidation Date occurs and any subsequentQuarter shall equal zero.

“Book Basis Derivative Items” means any item of income, deduction,gain or loss included in the determination of Net Income or Net Loss that iscomputed with reference to the Carrying Value of an Adjusted Property (e.g.,depreciation, depletion, or gain or loss with respect to an Adjusted Property).

“Book-Down Event” means an event that triggers a negative adjustmentto the Capital Accounts of the Partners pursuant to Section 5.4(e).

“Book-Tax Disparity” means with respect to any item of ContributedProperty or Adjusted Property, as of the date of any determination, the differencebetween the Carrying Value of such Contributed Property or Adjusted Propertyand the adjusted basis thereof for United States federal income tax purposes as ofsuch date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of itsContributed Property and Adjusted Property will be reflected by the differencebetween such Partner’s Capital Account balance as maintained pursuant toSection 5.4 and the hypothetical balance of such Partner’s Capital Accountcomputed as if it had been maintained strictly in accordance with United Statesfederal income tax accounting principles.

“Book-Up Event” means an event that triggers a positive adjustment tothe Capital Accounts of the Partners pursuant to Section 5.4(e).

“Business Day” means any day on which commercial banks and foreignexchange markets settle payments and are open for general business (includingdealings in foreign exchange and foreign currency deposits) in New York Cityand Miami, Florida.

“Capital Account” means the capital account maintained for a Partnerpursuant to Section 5.4. The “Capital Account” of a Partner in respect of aCommon Unit, a Senior Preferred Unit, a Junior Preferred Unit or any otherPartnership Interest shall be the amount which such Capital Account would be ifsuch Common Unit, Senior Preferred Unit, Junior Preferred Unit or otherPartnership Interest were the only interest in the Partnership held by such Partnerfrom and after the date on which such Common Unit, Senior Preferred Unit,Junior Preferred Unit or other Partnership Interest was first issued.


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“Capital Contribution” means any cash, cash equivalents or the NetAgreed Value of Contributed Property that a Partner contributes to thePartnership.

“Capital Redemption Date” means (i) with respect to the SeniorPreferred Units, any Quarterly Distribution Payment Date on which the LimitedPartners holding Senior Preferred Units are due to be paid an amount such that theSenior Preferred Redemption Price for all of the Senior Preferred Units will bereduced to zero, and (ii) with respect to the Junior Preferred Units, any QuarterlyDistribution Payment Date on which the Limited Partners holding JuniorPreferred Units are due to be paid an amount such that the Junior PreferredRedemption Price for all of the Junior Preferred Units will be reduced to zero,.

“Carrying Value” means (a) with respect to a Contributed Property, theAgreed Value of such property reduced (but not below zero) by all depreciation,amortization and cost recovery deductions charged to the Partners’ andAssignees’ Capital Accounts in respect of such Contributed Property, and (b) withrespect to any other Partnership property, the adjusted basis of such property forUnited States federal income tax purposes, all as of the time of determination.The Carrying Value of any property shall be adjusted from time to time inaccordance with Sections 5.4(e)(i) and 5.4(e)(ii) and to reflect changes, additionsor other adjustments to the Carrying Value for dispositions and acquisitions ofPartnership properties, as deemed appropriate by the General Partner.

“Certificate” means a certificate (a) substantially in the form ofExhibit D to the Partnership Agreement with respect to the Common Units,(b) substantially in the form of Exhibit E to the Partnership Agreement withrespect to the Senior Preferred Units, (c) substantially in the form of Exhibit F tothe Partnership Agreement with respect to the Junior Preferred Units, and (d) ifapplicable, issued in global or book-entry form in accordance with the rules andregulations of the Depository.

“Certificate of Limited Partnership” means the Certificate of LimitedPartnership of the Partnership filed with the Secretary of State of the State ofDelaware as referenced in Section 7.2, as such Certificate of Limited Partnershipmay be amended, supplemented or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the United States Securities and ExchangeCommission.

“Common Unit” means a Unit representing a fractional part of thePartnership Interests of all Limited Partners and Assignees and having the rightsand obligations specified with respect to Common Units in the PartnershipAgreement.


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“Contributed Property” means each property or other asset, in suchform as may be permitted by the Delaware Act, but excluding cash, contributed tothe Partnership. Once the Carrying Value of a Contributed Property is adjustedpursuant to Section 5.4(e), such property shall no longer constitute a ContributedProperty, but shall be deemed an Adjusted Property.

“Curative Allocation” means any allocation of an item of income, gain,deduction, loss or credit pursuant to the provisions of Section 6.1(c)(x).

“Cure Event” means (i) in the case of the event described in Section7(d)(iii) of the Senior Preferred Designation that gave rise to the appointment ofthe Default General Partner, on the date that the Partnership declares and pays infull all applicable unpaid Quarterly Distributions that led to such appointment and(ii) in the case of an event described in clauses (i), (ii) or (iv) of Section 7(d) ofthe Senior Preferred Designation that gave rise to the appointment of the DefaultGeneral Partner, on the date that the Senior Preferred Units have been redeemedin full by the Partnership in accordance with the applicable terms of the SeniorPreferred Designation.

“Default General Partner” has the meaning set forth in Section 7(d) ofthe Senior Preferred Designation.

“Delaware Act” means the Delaware Revised Uniform LimitedPartnership Act, 6 Del C. § 17-101, et seq., as amended, supplemented or restatedfrom time to time, and any successor to such statute.

“Departing Partner” means a former General Partner from and after theeffective date of any withdrawal or removal of such former General Partnerpursuant to Section 11.1 or 11.2.

“Disclosure Statement” means the Disclosure Statement with Respect tothe Plan of Reorganization, as amended, supplemented or modified from time totime, and that is prepared, approved and distributed in accordance with Section1124 of the Bankruptcy Reform Act of 1978, as codified in title 11 of the UnitedStates Code, 11 U.S.C. §§ 101-1330, as in effect on September 20, 1991 or asthereafter amended to the extent the amendment is applicable to the Chapter 7 andthe Chapter 11 case of SEBC, and Rule 3018 of the Federal Rules of BankruptcyProcedure.

“Distribution Payment Date” means each Quarterly DistributionPayment Date.

“Economic Risk of Loss” has the meaning set forth in TreasuryRegulation Section 1.752-2(a).

“Effective Date” means the Business Day upon which all conditions tothe consummation of the Plan of Reorganization as set forth in Section 7.2 of thePlan of Reorganization have been satisfied or waived as provided in Section 7.3


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of the Plan of Reorganization (including the initial issuance of Common Units,Senior Preferred Units and Junior Preferred Units) and the Plan of Reorganizationbecomes effective.

“Estimated Incremental Quarterly Tax Amount” has the meaningassigned to such term in Section 6.7.

“Event of Withdrawal” has the meaning assigned to such term inSection 11.1(a).

“Excess Securities” has the meaning set forth in Section 4.8(b).

“Face Amount” means (a) with respect to each Senior Preferred Unit,$1.00 per Unit; and (b) with respect to each Junior Preferred Unit, $1.00 per Unit,in each case adjusted as the General Partner determines to be appropriate to giveeffect to any distribution, subdivision or combination of Units.

“GAAP” means accounting principles generally accepted in the UnitedStates.

“General Partner” means SCS Management LLC, a Delaware limitedliability company, and its successors and permitted assigns as general partner ofthe Partnership.

“General Partner Interest” means the ownership interest of the GeneralPartner in the Partnership (in its capacity as a general partner without reference toany other Partnership Interests in the Partnership held by it) which is evidencedby General Partner Units and includes any and all benefits to which the GeneralPartner is entitled as provided in the Partnership Agreement, together with allobligations of the General Partner to comply with the terms and provisions of thePartnership Agreement.

“Group” means a Person that with or through any of its Affiliates orAssociates has any agreement, arrangement or understanding for the purpose ofacquiring, holding, voting (except voting pursuant to a revocable proxy or consentgiven to such Person in response to a proxy or consent solicitation made to 10 ormore Persons) or disposing of any Units with any other Person that beneficiallyowns, or whose Affiliates or Associates beneficially own, directly or indirectly,Units.

“Group Member” means a member of the Partnership Group.

“Group Member Agreement” means the partnership agreement of anyGroup Member, other than the Partnership, that is a limited or general partnership,the limited liability company agreement of any Group Member that is a limitedliability company, the certificate of incorporation and bylaws or similarorganizational documents of any Group Member that is a corporation, the jointventure agreement or similar governing document of any Group Member that is a


8

joint venture and the governing or organizational or similar documents of anyother Group Member that is a Person other than a limited or general partnership,limited liability company, corporation or joint venture, as such may be amended,supplemented or restated from time to time.

“Indemnitee” means (a) the General Partner, (b) any Departing Partner,(c) any Person who is or was an Affiliate of the General Partner or any DepartingPartner, (d) any Person who is or was an officer, director, member, manager,employee, partner, agent or trustee of any Person which any of the precedingclauses of this definition describes, (e) any Person who is or was serving at therequest of the General Partner or any Departing Partner or any Affiliate of theGeneral Partner or any Departing Partner as an officer, director, member,manager, employee, partner, agent or trustee of another Person, provided that thatPerson shall not be an Indemnitee by reason of providing, on a fee-for-servicesbasis, trustee, fiduciary or custodial services, and (f) any Person the GeneralPartner designates as an “Indemnitee” for purposes of the Partnership Agreement.

“Investment Company Act” means the Investment Company Act of1940, as amended.

“Junior Paid Capital” means, for any Junior Preferred Unit, alldistributions on that Unit from the date of the Partnership Agreement madepursuant to Section 4(c) of the Junior Preferred Designation.

“Junior Preferred Designation” means Exhibit C attached to andincorporated by reference into this Partnership Agreement.

“Junior Preferred Liquidation Price” means, for any Junior PreferredUnit as of the Liquidation Date, an amount equal to the Junior PreferredRedemption Price for such Junior Preferred Unit.

“Junior Preferred Quarterly Distribution Amount” means, for eachJunior Preferred Unit as of any Quarterly Distribution Payment Date, an amountequal to the amount that would accrue on the Face Amount of such JuniorPreferred Unit during the Quarterly Distribution Period ending on such date at theJunior Preferred Quarterly Distribution Rate in effect from time to time duringsuch Quarterly Distribution Period calculated on the basis of a 360-day year of30-day months.

“Junior Preferred Quarterly Distribution Rate” means [•]%.

“Junior Preferred Redemption Date” means the earliest to occur of: (i)the Scheduled Redemption Date, (ii) the Capital Redemption Date or (iii) theLiquidation Date.

“Junior Preferred Redemption Price” means, with respect to eachJunior Preferred Unit for which the Junior Preferred Redemption Price is being


9

determined as of the Junior Preferred Redemption Date, the amount derived fromthe following formula:

FA + UP - JPC

where:

FA = Face Amount of a Junior Preferred Unit

UP = the Junior Preferred Unpaid Amount per Junior PreferredUnit

JPC = Junior Paid Capital per Junior Preferred Unit

“Junior Preferred Unit” means a Unit representing a fractional part ofthe Partnership Interests of all Limited Partners and Assignees and having therights and obligations specified with respect to the Junior Preferred Units in thePartnership Agreement.

“Junior Preferred Unpaid Amount” means, as of the Junior PreferredRedemption Date, the sum of (i) all Undeclared Distributions and AdditionalUndeclared Distributions plus (ii) if the Junior Preferred Redemption Date is notalso a Quarterly Distribution Payment Date, an amount equal to the product of (x)the Junior Preferred Quarterly Distribution Amount for the Quarterly DistributionPeriod in which the Junior Preferred Redemption Date occurs and (y) the quotientobtained by dividing the number of days elapsed from and including theimmediately preceding Quarterly Distribution Payment Date to but excluding theJunior Preferred Redemption Date by 90.

“Limited Partner” means, unless the context otherwise requires, (a) theOrganizational Limited Partner prior to its withdrawal from the Partnership,SEBC and its former stockholders pursuant to Section 10.1 (with the status ofSEBC as a Limited Partner ending in accordance with Section 5.2(c)), eachSubstituted Limited Partner, each Additional Limited Partner and any DepartingPartner upon the change of its status from General Partner to Limited Partnerpursuant to Section 11.3, and (b) solely for purposes of Articles V, VI, VII andIX, each Assignee.

“Limited Partner Interest” means the ownership interest of a LimitedPartner or Assignee in the Partnership, which may be evidenced by CommonUnits, Senior Preferred Units, Junior Preferred Units or a combination thereof orinterest therein, and includes any and all benefits to which such Limited Partner orAssignee is entitled as provided in the Partnership Agreement, together with allobligations of such Limited Partner or Assignee to comply with the terms andprovisions of the Partnership Agreement.


10

“Liquidation Date” means (a) in the case of an event giving rise to thedissolution of the Partnership of the type described in clauses (a) and (b) of thefirst sentence of Section 12.2, the date on which the applicable time period duringwhich the holders of Outstanding Units have the right to elect to continue thebusiness of the Partnership has expired without such an election being made, and(b) in the case of any other event giving rise to the dissolution of the Partnership,the date on which such event occurs.

“Liquidator” means one or more Persons selected by the General Partnerto perform the functions described in Section 12.4.

“Majority Common Holders” means, at any time, Limited Partnersholding more than 50% of the Outstanding Common Units.

“Majority Junior Holders” means, at any time, Limited Partners holdingmore than 50% of the Outstanding Junior Preferred Units.

“Majority Senior Holders” means, at any time, Limited Partners holdingmore than 50% of the Outstanding Senior Preferred Units.

“Market Value” means, as of any date of determination:

(a) with respect to cash, the amount of such cash on such date;and

(b) with respect to the value of Real Estate LLC or anyPermitted Investment, the value of such (including accrued and unpaid interest oraccrued discount, as the case may be) as determined by the General Partner in itsreasonable discretion.

“Merger Agreement” has the meaning assigned to such term inSection 14.1.

“Moody’s” means Moody’s Investors Service, Inc. and any successorthereto that provides credit ratings of the type referred to in the PartnershipAgreement.

“National Securities Exchange” means an exchange registered with theCommission under Section 6(a) of the Securities Exchange Act of 1934, asamended, supplemented or restated from time to time, and any successor to suchstatute, or the Nasdaq Stock Market or any successor thereto.

“Net Agreed Value” means, (a) in the case of any Contributed Property,the Agreed Value of such property reduced by any liabilities either assumed bythe Partnership upon such contribution or to which such property is subject whencontributed, and (b) in the case of any property distributed to a Partner orAssignee by the Partnership, the Partnership’s Carrying Value of such property(as adjusted pursuant to Section 5.4(e)(ii)) at the time such property is distributed,


11

reduced by any indebtedness either assumed by such Partner or Assignee uponsuch distribution or to which such property is subject at the time of distribution, ineither case, as determined under Section 752 of the Code.

“Net Income” means, for any taxable year, the excess, if any, of thePartnership’s items of income and gain for such taxable year over thePartnership’s items of loss and deduction for such taxable year. The itemsincluded in the calculation of Net Income shall be determined in accordance withSection 5.4(c) and shall not include any items specially allocated underSection 6.1(c); provided, that the determination of the items that have beenspecially allocated under Section 6.1(c) shall be made as if Section 6.1(c)(xi) werenot in the Partnership Agreement.

“Net Loss” means, for any taxable year, the excess, if any, of thePartnership’s items of loss and deduction for such taxable year over thePartnership’s items of income and gain for such taxable year. The items includedin the calculation of Net Loss shall be determined in accordance withSection 5.4(c) and shall not include any items specially allocated underSection 6.1(c); provided, that the determination of the items that have beenspecially allocated under Section 6.1(c) shall be made as if Section 6.1(c)(xi) werenot in the Partnership Agreement.

“Net Positive Adjustments” means, with respect to any Partner, theexcess, if any, of the total positive adjustments over the total negative adjustmentsmade to the Capital Account of such Partner pursuant to Book-Up Events andBook-Down Events.

“Nonrecourse Built-in Gain” means with respect to any ContributedProperties or Adjusted Properties that are subject to a mortgage or pledge securinga Nonrecourse Liability, the amount of any taxable gain that would be allocated tothe Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and 6.2(b)(iii) if suchproperties were disposed of in a taxable transaction in full satisfaction of suchliabilities and for no other consideration.

“Nonrecourse Deductions” means any and all items of loss, deduction orexpenditure (including, without limitation, any expenditure described inSection 705(a)(2)(B) of the Code) that, in accordance with the principles ofTreasury Regulation Section 1.704-2(b), are attributable to a NonrecourseLiability.

“Nonrecourse Liability” has the meaning set forth in TreasuryRegulation Section 1.752-1(a)(2).

“Notice of Redemption” has the meaning set forth in Section 6(b) ofPreferred Designations.


12

“Opinion of Counsel” means a written opinion of counsel (who may beregular counsel to any member of the Partnership Group, the General Partner orany of their Affiliates) acceptable to the General Partner.

“Organizational Limited Partner” means _______________, in hiscapacity as the organizational limited partner of the Partnership pursuant to thePartnership Agreement.

“Original Agreement” has the meaning assigned to such term in therecitals hereto.

“Outstanding” means, with respect to the Units, all Units that are issuedby the Partnership and reflected as outstanding on the Partnership’s books andrecords as of the date of determination; provided, however, that no Common Unitas to which a Certificate shall not have been issued pursuant to Section 6.7(b) ofthe Plan of Reorganization due to the failure of a holder of an Old SEBCCommon Stock Interest (as defined in the Plan of Reorganization) to effect theexchange of such Old SEBC Common Stock Interest for a Certificate representingsuch Common Unit in accordance with Section 6.7(b) of the Plan ofReorganization shall be deemed to be “Outstanding” for purposes of: determining“Majority Common Holders,” calling any special meeting of Limited Partners,giving notice with respect to any meeting of Limited Partners or any other act ofthe Partnership, determining the existence of a quorum at any meeting of LimitedPartners, taking of any vote of Limited Partners or obtaining any written consentof the Limited Partners.

“Partner Nonrecourse Debt” has the meaning set forth in TreasuryRegulation Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning set forthin Treasury Regulation Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” means any and all items of loss,deduction or expenditure (including, without limitation, any expendituredescribed in Section 705(a)(2)(B) of the Code) that, in accordance with theprinciples of Treasury Regulation Section 1.704-2(i), are attributable to a PartnerNonrecourse Debt.

“Partners” means the General Partner and the Limited Partners.

“Partnership” means SEBC Holdings, LP, a Delaware limitedpartnership established by the Certificate of Limited Partnership, and anysuccessors thereto.

“Partnership Agreement” means this Amended and Restated Agreementof Limited Partnership of SEBC Holdings, LP, as it may be amended,supplemented or restated from time to time and inclusive of the Exhibits thereto.


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“Partnership Group” means the Partnership and its Subsidiaries, whichshall be treated as a single consolidated entity.

“Partnership Interest” means an interest in the Partnership, which shallinclude the General Partner Interest, Common Units or Preferred Units, or acombination thereof or interest therein, as the case may be.

“Partnership Minimum Gain” means that amount determined inaccordance with the principles of Treasury Regulation Section 1.704-2(d).

“Percentage Interest” means as of any date of determination as to anyPartner or Assignee holding Common Units, the product of 100% multiplied bythe quotient of the number of Common Units held by such Partner or Assigneedivided by the total number of all Outstanding Common Units. The PercentageInterest with respect to the General Partner Interest and all Preferred Units shallbe zero.

“Percentage Stock Ownership” means percentage stock ownership of theSEBC Common Stock as determined in accordance with Treasury RegulationSection 1.382-2T(g), (h) (without regard to the rule that treats stock of an entity asto which the constructive ownership rules apply as no longer owned by thatentity), (j) and (k).

“Permitted Investments” shall mean one or more of the followinginvestments denominated in United States dollars:

(a) At any time that the Partnership seeks to be exempt fromregistration as an investment company under the Investment Company Act byvirtue of the exemption from registration that is provided by Section 3(c)(5)(C) ofthe Investment Company Act, not less than 55% of the total assets of thePartnership shall be comprised of “mortgages and other liens on and interests inreal estate” as that term is applied from time-to-time by the U.S. Securities andExchange Commission, and those assets, when aggregated with other real-estaterelated investments of the Partnership, shall constitute not less than 85% of thetotal assets of the Partnership.

(b) At any time that the Partnership seeks to be exempt fromregistration as an investment company under the Investment Company Act byvirtue of the exemption from registration that is provided by Rule 3a-7 under theInvestment Company Act, the assets of the Partnership shall consist of “eligibleassets” as that term is defined by sub-paragraph (b)(1) of Rule 3a-7.

(c) All assets of the Partnership that are not otherwiserestricted as to status by virtue of the preceding clauses (a) and (b) shall beinvested in:

(i) direct obligations of, and obligations fullyguaranteed as to timely payment of principal and interest


14

by, the United States of America or any agency orinstrumentality of the United States of America;

(ii) debt securities with a stated interest bearing interestor sold at a discount whose issuer or obligor has a long-term unsecured debt rating of not less than “AAA” by S&Por “Aaa” by Moody’s, but not including any mortgage-backed securities, asset-backed securities, collateralizeddebt obligations or any other type of structured financesecurities;

(iii) commercial paper issued by any corporation(including both noninterest-bearing discount obligationsand interest-bearing obligations) and rated at least “A-1” byS&P and “P-1” by Moody’s;

(iv) time deposits in, certificates of deposit of, orbankers’ acceptances issued by, any commercial bankincorporated under the laws of the United States or anystate thereof or the District of Columbia, or any commercialbank organized outside the United States that is subject toU.S. regulatory supervision, in each case having at any dateof determination combined capital and surplus of not lessthan $100,000,000 and having a long term unsecured debtrating of not less than “AAA” by S&P and “Aaa” byMoody’s; and

(v) any other debt security or investment designated asa Permitted Investment by the Partnership that has beenapproved in writing by the Majority Senior Holders or, ifthere are no Outstanding Senior Preferred Units, theMajority Junior Holders;

provided that

(x) the Partnership shall not acquire a Permitted Investment if,after giving effect to such acquisition:

(1) the aggregate Market Value of the PermittedInvestments described in clauses (c)(ii), (iii) and (iv) aboverepresenting the securities or obligations of any onecorporation exceeds 25% of the aggregate Market Value ofthe Permitted Investments described in said clauses (c)(ii),(iii) and (iv) above; or

(2) the aggregate Market Value of the PermittedInvestments described in clauses (c)(ii), (iii) and (iv) aboverepresenting the securities or obligations of any ten (10)


15

issuers exceeds 50% of the aggregate Market Value of thePermitted Investments in said clauses (c)(ii), (iii) and (iv)above; and

(y) after giving effect to the acquisition of any PermittedInvestment, the remaining term to final maturity of any individual PermittedInvestment shall not extend beyond the Scheduled Redemption Date.

“Person” means and includes any individual, firm, partnership,corporation, trust, association, company, limited liability company, joint stockcompany, joint venture, other organization or “entity” within the meaning ofTreasury Regulation Section 1.382-3 (including, without limitation, any group ofPersons treated as a single entity under such regulation), or a government or anyagency or political subdivision thereof.

“Plan of Reorganization” means the Trustee’s Third Amended Chapter11 Plan of Reorganization of SEBC dated February 9, 2009, and all exhibitsannexed thereto or referenced therein, as the same may be amended, modified orsupplemented from time to time.

“Preferred Designations” means the Senior Preferred Designation andthe Junior Preferred Designation, as applicable.

“Preferred Units” means the Senior Preferred Units and the JuniorPreferred Units.

“Prohibited Distributions” has the meaning set forth in Section 4.8(c).

“Prohibited Transfer” means any purported transfer of Common Units tothe extent that such transfer is prohibited and/or void under Section 4.8(a).

“Pro Rata” means (a) when modifying Common Units, apportionedequally among all Common Units in accordance with their relative PercentageInterests, (b) when modifying Partners, Assignees or Record Holders (in eachcase other than the Preferred Units), apportioned among all Partners, Assignees orRecord Holders in accordance with their relative Percentage Interests, (c) whenmodifying Senior Preferred Units, the quotient of the number of Senior PreferredUnits held by such Partner or Assignee divided by the total number of allOutstanding Senior Preferred Units, and (d) when modifying Junior PreferredUnits, the quotient of the number of Junior Preferred Units held by such Partneror Assignee divided by the total number of all Outstanding Junior Preferred Units.

“Purported Transferee” has the meaning set forth in Section 4.8(b).

“Purported Transferor” has the meaning set forth in Section 4.8(c)(ii).


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“Quarter” means, unless the context requires otherwise, a fiscal quarter,or, with respect to the first fiscal quarter after the Effective Date, the portion ofsuch fiscal quarter after the Effective Date, of the Partnership.

“Quarterly Distribution” has the meaning set forth in Section 4(a) ofPreferred Designations.

“Quarterly Distribution Payment Date” means the [•] day of eachMarch, June, September and December, beginning on the first such day after theEffective Date (or, if any such day is not a Business Day, the immediatelysucceeding Business Day unless such succeeding Business Day falls in theimmediately succeeding calendar month, in which case such QuarterlyDistribution Payment Date shall be the next preceding Business Day).

“Quarterly Distribution Period” means the period from and including aQuarterly Distribution Payment Date (or, with respect to the first QuarterlyDistribution Period, the Effective Date) to, but excluding, the next succeedingQuarterly Distribution Payment Date.

“Real Estate LLC” means SEBC Real Estate LLC, a Delaware limitedliability company.

“Real Estate LLC Debt” has the meaning set forth in Article 1 of thePlan of Reorganization.

“Real Estate LLC Membership Interests” has the meaning set forth inArticle 1 of the Plan of Reorganization.

“Recapture Income” means any gain recognized by the Partnership(computed without regard to any adjustment required by Sections 734 or 743 ofthe Code) upon the disposition of any property or asset of the Partnership, whichgain is characterized as ordinary income because it represents the recapture ofdeductions previously taken with respect to such property or asset.

“Record Date” means the date established by the General Partner fordetermining (a) the identity of the Record Holders entitled to notice of, or to voteat, any meeting of Limited Partners or entitled to vote by ballot or give approvalof Partnership action in writing without a meeting or entitled to exercise rights inrespect of any lawful action of Limited Partners or (b) the identity of RecordHolders entitled to receive any report or distribution or to participate in any offer.

“Record Holder” means the Person in whose name a Partnership Securityis registered on the books of the Transfer Agent as of the opening of business on aparticular Business Day.

“Remaining Net Positive Adjustments” means as of the end of anytaxable period, with respect to the Limited Partners holding Common Units, theexcess of (a) the Net Positive Adjustments of the Limited Partners holding


17

Common Units as of the end of such period over (b) the sum of those Partners’Share of Additional Book Basis Derivative Items for each prior taxable period.

“Required Allocations” means (a) any limitation imposed on anyallocation of Net Losses under Section 6.1(b)(i) or 6.1(b)(ii) or (b) any allocationof an item of income, gain, loss or deduction pursuant to Sections 6.1(c)(i),6.1(c)(ii), 6.1(c)(iv), 6.1(c)(v), 6.1(c)(vii) and 6.1(c)(ix).

“Residual Gain” or “Residual Loss” means any item of gain or loss, asthe case may be, of the Partnership recognized for United States federal incometax purposes resulting from a sale, exchange or other disposition of a ContributedProperty or Adjusted Property, to the extent such item of gain or loss is notallocated pursuant to Sections 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, toeliminate Book-Tax Disparities.

“Restriction Release Date” means any date selected by the GeneralPartner after (a) the redemption of all outstanding shares of SEBC’s Series ASenior Preferred Stock, Series B Senior Preferred Stock and Series J JuniorPreferred Stock and after the Board of Directors of SEBC has in good faithdetermined that it is in the best interests of SEBC and its stockholders for theownership and transfer limitations set forth in Part C of Article VI of SEBC’sArticles of Incorporation to expire and the date for such expiration set by suchBoard has passed, and (b) subsequently, the General Partner determines that theremaining Tax Benefits of SEBC are de minimis or that it is otherwise in the bestinterests of the Partnership for the ownership and transfer limitations set forth inSection 4.8 to expire.

“S&P” means Standard & Poor’s Ratings Services, a division of TheMcGraw Hill Companies, Inc., and any successor thereto that provides creditratings of the type referred to in the Partnership Agreement.

“Scheduled Redemption Date” means [•], 2016, the date that is sevenyears after the initial issuance of the Senior Preferred Units and the JuniorPreferred Units.

“SEBC” means, prior to the Effective Date, Southeast BankingCorporation, a Florida corporation, and after the Effective Date, SEBC FinancialCorporation, a Florida corporation.

“SEBC Common Stock” means shares of the new Class A commonstock, par value $0.001 per share, of SEBC to be authorized and issued underSection 5.9(b) of the Plan of Reorganization as of the Effective Date and to beheld by the Partnership.

“SEBC Preferred Stock” means all of SEBC’s shares of preferred stock,par value $0.001 per share, authorized and issued pursuant to the Plan ofReorganization as of the Effective Date, including the Series A Senior Preferred


18

Stock, the Series B Senior Preferred Stock, the Series J Junior Preferred Stock, theSeries K Junior Preferred Stock, and any successor interests.

“Section 501(c)(3)” has the meaning set forth in Section 4.8(d)(iii).

“Securities Act” means the United States Securities Act of 1933, asamended.

“Securities Depository” means The Depository Trust Company or anysuccessor company or other entity selected by the Partnership as securitiesdepository for the Units that agrees to follow the procedures required to befollowed by such securities depository in connection with such Units.

“Senior Paid Capital” means, for any Senior Preferred Unit, alldistributions on that Unit from the date of the partnership Agreement madepursuant to Section 4(c) of the Senior Preferred Designation.

“Senior Preferred Designation” means Exhibit B attached to andincorporated by reference into this Partnership Agreement.

“Senior Preferred Liquidation Price” means, for any Senior PreferredUnit as of the Liquidation Date, an amount equal to the Senior PreferredRedemption Price for such Senior Preferred Unit.

“Senior Preferred Quarterly Distribution Amount” means, for eachSenior Preferred Unit as of any Quarterly Distribution Payment Date, an amountequal to the amount that would accrue on the sum of the Face Amount minus theSenior Paid Capital of such Senior Preferred Unit during the QuarterlyDistribution Period ending on such date at the Senior Preferred QuarterlyDistribution Rate in effect from time to time during such Quarterly DistributionPeriod calculated on the basis of a 360-day year of 30-day months.

“Senior Preferred Quarterly Distribution Rate” means [•]%.

“Senior Preferred Redemption Date” means the earliest to occur of: (i)the Scheduled Redemption Date, (ii) the Capital Redemption Date, (iii) any datefor redemption set by the Default General Partner to effect a Cure Event pursuantto Section 7(g) of the Senior Preferred Designation, or (iv) the Liquidation Date.

“Senior Preferred Redemption Price” means, with respect to eachSenior Preferred Unit for which the Senior Preferred Redemption Price is beingdetermined as of the Senior Preferred Redemption Date, the amount derived fromthe following formula:

FA + UP - SPC

where:


19

FA = Face Amount of a Senior Preferred Unit

UP = the Senior Preferred Unpaid Amount per Senior PreferredUnit

SPC = Senior Paid Capital per Senior Preferred Unit

“Senior Preferred Unit” means a Unit representing a fractional part ofthe Partnership Interests of all Limited Partners and Assignees and having therights and obligations specified with respect to the Senior Preferred Units in thePartnership Agreement.

“Senior Preferred Unpaid Amount” means, as of the Senior PreferredRedemption Date, the sum of (i) all Undeclared Distributions and AdditionalUndeclared Distributions plus (ii) if the Senior Preferred Redemption Date is notalso a Quarterly Distribution Payment Date, an amount equal to the product of (x)the Senior Preferred Quarterly Distribution Amount for the Quarterly DistributionPeriod in which the Senior Preferred Redemption Date occurs and (y) the quotientobtained by dividing the number of days elapsed from and including theimmediately preceding Quarterly Distribution Payment Date to but excluding theSenior Preferred Redemption Date by 90.

“Share of Additional Book Basis Derivative Items” means inconnection with any allocation of Additional Book Basis Derivative Items for anytaxable period, with respect to the Limited Partners holding Common Units, theamount that bears the same ratio to such Additional Book Basis Derivative Itemsas such Limited Partners’ Remaining Net Positive Adjustments as of the end ofsuch period bears to the Aggregate Remaining Net Positive Adjustments as of thattime.

“Subsidiary” of the Partnership means any corporation, association,partnership or other business entity of which more than 50% of the total votingpower is at the time owned or controlled, directly or indirectly, by (i) thePartnership, (ii) the Partnership and one or more Subsidiaries thereof, or (iii) oneor more Subsidiaries of the Partnership.

“Substantial Holder” means a Person (including, without limitation, anygroup of Persons treated as a single “entity” within the meaning of TreasuryRegulation Section 1.382-3) holding Partnership Interests, whether as of the dateof this Partnership Agreement, after giving effect to the Plan of Reorganization, orhereafter, representing a Percentage Stock Ownership (including indirectownership as determined under applicable Treasury Regulations) in SEBC of atleast 4.75%.

“Substituted Limited Partner” means a Person who is admitted as aLimited Partner to the Partnership pursuant to Section 10.2 in place of and with


20

all the rights of a Limited Partner and who is shown as a Limited Partner on thebooks and records of the Partnership.

“Surviving Business Entity” has the meaning assigned to such term inSection 14.2(b).

“Tax Benefits” means the net operating loss carryovers, capital losscarryovers, general business credit carryovers, alternative minimum tax creditcarryovers and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Code, of SEBC or any direct orindirect subsidiary thereof.

“Transfer” has the meaning assigned to such term in Section 4.4(a).

“Transfer Agent” means such bank, trust company or other Person(including the General Partner or one of its Affiliates) as shall be appointed fromtime to time by the Partnership to act as registrar and transfer agent for a class ofUnits; provided, that if no Transfer Agent is specifically designated for a class ofUnits, the General Partner shall act in such capacity.

“Transfer Application” means an application and agreement for transferof Units in the form set forth on the back of a Certificate or in a form substantiallyto the same effect in a separate instrument.

“Treasury Regulation” means a Treasury regulation promulgated underthe Code.

“Undeclared Distribution” has the meaning set forth in Section 4(b) ofPreferred Designations.

“Unit” means a Partnership Interest of a Partner or Assignee in thePartnership representing a fractional part of the Partnership Interests of allPartners and Assignees and shall include, without limitation, Common Units,Senior Preferred Units and Junior Preferred Units; provided, that (a) eachCommon Unit at any time Outstanding shall represent the same fractional part ofthe Partnership Interests of all Partners and Assignees holding Common Units aseach other Common Unit, (b) each Senior Preferred Unit at any time Outstandingshall represent the same fractional part of the Partnership Interests of all Partnersand Assignees holding Senior Preferred Units as each other Senior Preferred Unit,(c) each Junior Preferred Unit at any time Outstanding shall represent the samefractional part of the Partnership Interests of all Partners and Assignees holdingJunior Preferred Units as each other Junior Preferred Unit. The General PartnerInterest shall not be a Unit for purposes of the Partnership Agreement.

“Unrealized Gain” attributable to any item of Partnership propertymeans, as of any date of determination, the excess, if any, of (a) the fair marketvalue of such property as of such date (as determined under Section 5.4(e)) over


21

(b) the Carrying Value of such property as of such date (prior to any adjustment tobe made pursuant to Section 5.4(e) as of such date).

“Unrealized Loss” attributable to any item of Partnership property means,as of any date of determination, the excess, if any, of (a) the Carrying Value ofsuch property as of such date (prior to any adjustment to be made pursuant toSection 5.4(e) as of such date) over (b) the fair market value of such property asof such date (as determined under Section 5.4(e)).

“Withdrawal Opinion of Counsel” has the meaning assigned to suchterm in Section 11.1(b).

“Working Capital Borrowings” means borrowings used solely forworking capital purposes or to pay distributions to Partners made pursuant to acredit facility or other arrangement to the extent such borrowings are required tobe reduced to a relatively small amount each year (or for the year in which theEffective Date occurs, the 12-month period beginning on the Effective Date) foran economically meaningful period of time.


EXHIBIT BTO THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF SEBC HOLDINGS, LP

SENIOR PREFERRED UNITSOF

SEBC HOLDINGS, LP

Section 1. Designation, Amount, Series and Rank. SEBC Holdings, LP (the“Partnership”), hereby establishes pursuant to Section 5.2 of the Amended and RestatedAgreement of Limited Partnership of SEBC Holdings, LP dated as of ________, 2009 (the“Partnership Agreement”) a series of Preferred Units designated as the “Senior PreferredUnits” (the “Senior Preferred Units”), and the maximum number of Units of such series shallbe 6,000,000. Any Senior Preferred Units not issued pursuant to the Plan of Reorganizationshall not be thereafter issued. The Senior Preferred Units shall, with respect to distributionrights, and rights on liquidation, dissolution and winding up of the affairs of the Partnership, rank(a) senior to the Junior Preferred Units, the Common Units and all other classes or series oflimited partner interests of the Partnership hereafter issued which are not by their terms expresslysenior to or on a parity with the Senior Preferred Units; (b) on a parity with all classes or seriesof limited partner interests of the Partnership hereafter issued which are by their terms expresslyon a parity with the Senior Preferred Units; and (c) junior to all classes or series of limitedpartner interests of the Partnership hereafter issued which are by their terms expressly senior tothe Senior Preferred Units.

Section 2. Definitions. Capitalized terms used but not defined in this Exhibit B shallhave the respective meanings set forth in the Partnership Agreement or in the glossary attachedas Exhibit A to the Partnership Agreement.

Section 3. Senior Preferred Units; Distributions.

(a) The Senior Preferred Units shall be represented by one or more certificatesregistered in accordance with Article IV of the Partnership Agreement in the names of theLimited Partners holding the Senior Preferred Units.

(b) No fractional Senior Preferred Units shall be issued.

Section 4. Distributions.

(a) Each Limited Partner holding Senior Preferred Units shall be entitled toreceive with respect to each Senior Preferred Unit, only upon declaration thereof by theGeneral Partner, out of Available Cash, a cash distribution (a “QuarterlyDistribution”) on each Quarterly Distribution Payment Date for the QuarterlyDistribution Period then ending in an amount up to the Senior Preferred QuarterlyDistribution Amount for such Quarterly Distribution Period. Each QuarterlyDistribution shall be accompanied by an allocation of Net Income in an equal amount.


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(b) The amount of any distribution not declared, or the shortfall in the amountof any distribution that is declared as compared to the applicable Senior PreferredQuarterly Distribution Amount, regardless of a lack of Available Cash (such amount orshortfall, as the case may be, being an “Undeclared Distribution”), will accumulateper Senior Preferred Unit until paid. Additional distributions (“AdditionalUndeclared Distributions”) will accumulate on (i) the amount of any UndeclaredDistribution at the rate per annum equal to the Senior Preferred Quarterly DistributionRate, compounded quarterly, from and including the Distribution Payment Date thatwould have been applicable to such Undeclared Distribution had it been declared to butexcluding the date paid, and (ii) the amount of any declared distribution that is not paidon the applicable Distribution Payment Date for any reason at the rate per annum equalto the Senior Preferred Quarterly Distribution Rate, compounded quarterly, from andincluding such Distribution Payment Date to but excluding the date paid.

(c) To the extent that the General Partner determines that the Partnershippossesses Available Cash in excess of the amount necessary to make all requiredQuarterly Distributions on the Senior Preferred Units and the Junior Preferred Units andto pay any Undeclared Distributions and Additional Undeclared Distributions on theSenior Preferred Units and the Junior Preferred Units, the General Partner shall makedistributions on the Senior Preferred Units, provided that such distributions shall notexceed the then existing Senior Preferred Redemption Price.

(d) The record date for the determination of the Limited Partners holdingSenior Preferred Units entitled to receive payment of a distribution and the date of suchpayment will be the date fixed by the General Partner, which record date will be nomore than fifteen (15) days prior to the Distribution Payment Date fixed for thepayment thereof. The Partnership shall provide written notice of the record date(which may be made by the filing or furnishing of a Form 8-K with the Commission)for, the amount of, and the Distribution Payment Date fixed for payment of, eachdistribution to the Limited Partners holding Senior Preferred Units promptly after eachsuch date and amount is fixed. Limited Partners holding Senior Preferred Units willnot be entitled to any distributions on Senior Preferred Units, whether payable in cashor property, in excess of the distributions provided herein or in the PartnershipAgreement. All distributions will be paid Pro Rata with respect to the SeniorPreferred Units to the Limited Partners holding Senior Preferred Units entitled thereto.

(e) Notwithstanding anything in the Partnership Agreement to the contrary, nodistribution shall be paid unless, immediately after making such payment and givingeffect thereto, the Market Value of the Permitted Investments and the Partnership’sinvestment in Real Estate LLC and the SEBC Common Stock equals or exceeds theconsolidated liabilities of the Partnership.

Section 5. Liquidation Rights.

(a) Upon the voluntary or involuntary liquidation, dissolution or winding upof the Partnership, each Limited Partner holding Senior Preferred Units at such timewill be entitled to receive out of the assets of the Partnership available for distribution to


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its Limited Partners an amount in cash, before any distribution of assets is made to theLimited Partners holding Junior Preferred Units or Common Units, equal to the SeniorPreferred Liquidation Price for each of such Limited Partner’s Senior Preferred Units.The Senior Preferred Liquidation Price for the Senior Preferred Units of each LimitedPartner holding Senior Preferred Units shall be paid on the Liquidation Date inaccordance with the provisions of Section 6. After the payment of the full amount ofthe Senior Preferred Liquidation Price in respect of the Senior Preferred Units of theLimited Partners entitled thereto and the other amounts provided in this paragraph, theLimited Partners holding Senior Preferred Units will have no right or claim to any ofthe remaining assets of the Partnership.

(b) If, upon any such voluntary or involuntary dissolution, liquidation orwinding up, the available assets of the Partnership are insufficient to pay the amount ofthe Senior Preferred Liquidation Price in full on each Senior Preferred Unit, then suchavailable assets will be applied Pro Rata among all Senior Preferred Units towardpayment of the Senior Preferred Liquidation Price thereof. Unless and until paymentin full of the Senior Preferred Liquidation Price of each Senior Preferred Unit, upon theliquidation, dissolution or winding up of the Partnership, no distributions or otherpayments may be made to the Limited Partners holding any Junior Preferred Units orCommon Units, and no purchase, redemption or other acquisition for any considerationby the Partnership may be made in respect of the Junior Preferred Units or the CommonUnits.

(c) None of the conversion of the Partnership into another entity, the mergeror consolidation of the Partnership into or with any other entity, the merger orconsolidation of any other entity with or into the Partnership or the sale of all orsubstantially all of the property or the business of the Partnership will be deemed toconstitute a dissolution, liquidation or winding up of the Partnership, whether voluntaryor involuntary, for the purposes of this Section 5.

Section 6. Redemption.

(a) Payout At Redemption. The Senior Preferred Units shall be redeemed, inwhole and not in part, on the Senior Preferred Redemption Date. On the SeniorPreferred Redemption Date, the Partnership shall pay each Limited Partner holdingSenior Preferred Units, the Senior Preferred Redemption Price in cash for each SeniorPreferred Unit owned by such Limited Partner. If on the Senior Preferred RedemptionDate such funds are insufficient to redeem the total number of Senior Preferred Units tobe redeemed on such date, those funds which are legally available will be used first toredeem the maximum possible number of whole Senior Preferred Units Pro Rata amongthe Limited Partners holding the Senior Preferred Units to be redeemed. At any timethereafter when there is Available Cash for the redemption of Senior Preferred Units,such funds will immediately be used to redeem, Pro Rata, to the extent of such funds,any additional whole Senior Preferred Units that the Partnership has not redeemed.

(b) Notice of Redemption. Whenever Senior Preferred Units are to beredeemed, the Partnership shall mail a notice (a “Notice of Redemption”) to the


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Limited Partners holding Senior Preferred Units not less than fifteen (15) calendar daysnor more than forty-five (45) calendar days prior to the date fixed for redemption. ANotice of Redemption shall be addressed to each Limited Partner holding SeniorPreferred Units at the address for such Limited Partner appearing on the books of thePartnership or the Transfer Agent, as applicable. The Notice of Redemption shall state(i) the Senior Preferred Redemption Date, as applicable, (ii) an estimate of the SeniorPreferred Redemption Price, (iii) the place or places where Senior Preferred Units are tobe surrendered for payment of the Senior Preferred Redemption Price, (iv) that nodistributions on the Senior Preferred Units to be redeemed will be payable after the datefixed for redemption (unless the Partnership shall default in the payment of the SeniorPreferred Redemption Price), and (v) the provision under this Section 6 under whichredemption is made.

(c) Surrender of Certificates; Effect. On or after the Senior PreferredRedemption Date, each Limited Partner holding Senior Preferred Units shall surrenderthe certificate or certificates for such Senior Preferred Units to the Partnership at theplace designated in the Notice of Redemption, and against such surrender the SeniorPreferred Redemption Price of such Senior Preferred Units shall be paid to or on theorder of the person whose name appears on such certificate or certificates as the ownerthereof, and each surrendered certificate shall be canceled. Upon such cancellation, theapplicable Senior Preferred Units shall no longer be Outstanding. If less than all theSenior Preferred Units represented by any such certificate are redeemed, a newcertificate shall be issued representing the unredeemed Senior Preferred Units. Fromand after the Senior Preferred Redemption Date (unless the Partnership shall default inthe payment in full of the Senior Preferred Redemption Price), all distributions on theSenior Preferred Units so redeemed shall cease to accrue and all rights of the LimitedPartners holding Senior Preferred Units thereof, except the right to receive the SeniorPreferred Redemption Price of such Senior Preferred Units upon the surrender ofcertificates representing the same, shall cease and terminate and such Senior PreferredUnits shall not thereafter be transferred on the books of the Partnership or the TransferAgent, as applicable, and shall not be deemed to be Senior Preferred Units for anypurpose whatsoever.

Section 7. Voting Rights.

(a) Limited Partners holding Senior Preferred Units shall have no votingrights, either general or special, and shall have no right to participate in the managementof the Partnership, except as expressly required by applicable law and as specified inthis Section 7 or otherwise pursuant to the Partnership Agreement.

(b) Without the affirmative vote of the Limited Partners holding 100% of theSenior Preferred Units, so long as there are any Outstanding Senior Preferred Units, thePartnership shall not:

(i) consolidate or merge the Partnership with or into any other Person,or permit any other Person to consolidate with or merge into the Partnership;


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(ii) voluntarily dissolve, liquidate or wind up the affairs of thePartnership;

(iii) issue Common Units to any Person;

(iv) create, authorize or issue Units of additional classes or series ofUnits;

(v) amend, alter or repeal any provision of the Partnership Agreementor the Certificate of Limited Partnership, whether by merger, consolidation orotherwise, so as to adversely affect any of the rights, powers, preferences,privileges or terms of any Senior Preferred Unit or to modify any of thelimitations set forth in this Section 7(b) or Section 8 hereof; or

(vi) do anything that requires the affirmative vote of each class ofvoting securities of the Partnership;

provided, however, that notwithstanding this Section 7(b) no vote of the Senior Preferred Unitsshall be required in connection with the sale, lease, conveyance or other disposition of thePartnership’s equity interest in, or the assets of, Real Estate LLC.

(c) Reserved.

(d) Provided that no SEBC Preferred Stock is outstanding, upon theoccurrence of any of the following events, the Majority Senior Holders shall be entitledto appoint an additional general partner of the Partnership, whether an individual or anentity, (such new general partner, the “Default General Partner”):

(i) the Partnership shall institute proceedings to be adjudicated abankrupt or insolvent, or consent to the institution of bankruptcy or insolvencyproceedings against any such Person, or file a petition or an answer or consent toa petition seeking reorganization or relief under any applicable federal, state orforeign law relating to bankruptcy, or consent to the appointment of a receiver,liquidator, assignee, trustee, sequestrator or other similar official of any suchPerson or of a substantial part of any such Person’s property, or make anyassignment for the benefit of creditors, or admit in writing its inability to pay itsdebts generally as they become due, or take any corporate or other action infurtherance of any such action;

(ii) the entry of a decree or order by a court having competentjurisdiction adjudging the Partnership bankrupt or insolvent, or approving asproperly filed a petition seeking reorganization, arrangement, adjustment orcomposition of or in respect of any such Person under any applicable federal, stateor foreign law relating to bankruptcy, or appointing a receiver, liquidator,assignee, trustee, sequestrator or other similar official of any such Person or of asubstantial part of any such Person’s property, or ordering the winding up orliquidation of any such Person’s affairs, and the continuance of any such decree ororder unstayed and in effect for a period of 60 consecutive days;


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(iii) the failure of the Partnership to make a distribution of all AvailableCash on any Quarterly Distribution Payment Date; or

(iv) the failure of the Partnership to pay in full the aggregate applicableSenior Preferred Redemption Price of the Senior Preferred Units on the SeniorPreferred Redemption Date.

(e) As soon as reasonably practicable after the accrual of any right of theLimited Partners holding Senior Preferred Units to appoint the Default General Partnerpursuant to Section 7(c) hereof and so long as the Limited Partners holding SeniorPreferred Units shall not have taken the action described in Section 7(j)(ii) hereof, theGeneral Partner shall call a special meeting of the Limited Partners holding SeniorPreferred Units by mailing to such Limited Partners a notice of such special meeting tobe held not less than five (5) Business Days nor more than sixty (60) calendar days afterthe date such notice is given. If the General Partner does not send such notice, anysuch special meeting may be called by any Limited Partner holding Senior PreferredUnits on like notice. The record date for determining the Limited Partners entitled tonotice of, and to vote at, such meeting shall be the close of business on the BusinessDay immediately preceding the day on which such notice is mailed. At any suchspecial meeting, the Majority Senior Holders will be entitled to appoint an individual orentity to be the Default General Partner a one-vote-per-Senior Preferred Unit basis.The Limited Partners holding at least a majority of the Outstanding Senior PreferredUnits at the time present in person or by proxy will constitute a quorum for theappointment of the Default General Partner. Notice of all meetings at which theLimited Partners holding Senior Preferred Units shall be entitled to vote will be given tosuch Limited Partners at their addresses as they appear on the books of the Partnershipor the Transfer Agent, as applicable. At any such meeting or adjournment thereof inthe absence of a quorum, subject to the provisions of any applicable law, the LimitedPartners holding a majority of the Senior Preferred Units present in person or by proxyshall have the power to adjourn the meeting for the appointment of the Default GeneralPartner, without notice other than an announcement at the meeting, until a quorum ispresent. If a Cure Event shall occur after the notice of a special meeting for theappointment of the Default General Partner has been given but before such specialmeeting is held, the Partnership shall, as soon as practicable after the occurrence of suchCure Event, mail notice of such occurrence and a statement that no special meeting willbe held to the Limited Partners of record that would have been entitled to vote at suchspecial meeting.

(f) Upon appointment of the Default General Partner at such special meeting,the Default General Partner shall have all powers of the General Partner under thePartnership Agreement for the purposes set forth in Section 7(g) and the former GeneralPartner shall have none of such powers. The General Partner shall continue to have allother powers granted it in the Partnership Agreement and shall otherwise be responsiblefor the operations of the Partnership.

(g) The term of appointment of the Default General Partner shall terminateupon the occurrence of the applicable Cure Event. During the term of appointment of


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the Default General Partner, the Default General Partner shall have the limited right toeffect a Cure Event. In addition, the Default General Partner shall have the power torealize and provide for the orderly disposition of the Permitted Investments and theother assets of the Partnership and any Subsidiary insofar as is necessary for thePartnership to effect a Cure Event, subject to the other terms and restrictions of thePartnership Agreement.

(h) Upon the termination of the appointment of the Default General Partner,the Default General Partner shall automatically (with no required action on the part ofthe General Partner or any Limited Partner) be removed as a general partner of thepartnership and the General Partner shall constitute the sole general partner of thePartnership hereof and the voting rights of the Limited Partners holding SeniorPreferred Units to appoint a Default General Partner shall cease.

(i) So long as the right of the Limited Partners holding Senior Preferred Unitsto appoint the Default General Partner shall continue, the Default General Partnerappointed by such Limited Partners shall (subject to the provisions of applicable law) besubject to removal only by the vote of the Majority Senior Holders. If the DefaultGeneral Partner is an individual, any vacancy in that position, occurring by reason ofsuch removal or otherwise may be filled by vote of the Majority Senior Holders, in eachcase voting in person or by proxy at a meeting of the Limited Partners holding SeniorPreferred Units.

(j) Notwithstanding anything in the Partnership Agreement to the contrary:

(i) except as provided in clause (ii) below, any written notice, consentor approval required by the Partnership Agreement to be delivered by the LimitedPartners holding Senior Preferred Units in connection with the exercise of anyright or benefit of the Limited Partners holding Senior Preferred Units shall beeffective if the requisite percentage of Limited Partners holding Senior PreferredUnits entitled to give any such notice, consent or approval have provided suchnotice, consent or approval, as the case may be, in writing to the Partnership;

(ii) the right to appoint the Default General Partner pursuant to Section7(c) hereof may be exercised without a special meeting of the Limited Partnersholding Senior Preferred Units, without notice to such Limited Partners andwithout a vote of such Limited Partners if a consent or consents in writing, settingforth the appointment of the Default General Partner, shall be signed by theLimited Partners holding Senior Preferred Units having not less than theminimum number of votes that would be necessary to appoint the Default GeneralPartner at a meeting at which all the Limited Partners holding Senior PreferredUnits entitled to vote thereon were present and voted and such consent orconsents have been delivered to the Partnership; and

(iii) the Partnership shall treat any beneficial owner of Senior PreferredUnits that has provided the notice described in Section 10 hereof as a LimitedPartner holding Senior Preferred Units for all purposes hereunder in place of the


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Person listed as the Limited Partner holding such Senior Preferred Units on thebooks of the Partnership or the Transfer Agent, as applicable, and such beneficialowner shall be entitled to any and all rights and benefits provided to the LimitedPartners holding Senior Preferred Units as if such beneficial owner were aLimited Partner holding Senior Preferred Units.

(k) The Securities Depository, while it or its nominee is the registered ownerof any Senior Preferred Units, will not independently exercise any voting rights withrespect thereto. Rather, in accordance with its normal procedures, the SecuritiesDepository will extend such voting rights to the Agent Member whose account iscredited with such Senior Preferred Units. Each such Agent Member will, in turn,extend such voting rights to the Limited Partners holding Senior Preferred Units forwhom it is so acting in accordance with such Agent Member’s normal procedures.

Section 8. Reserved.

Section 9. Limitation on Business Activities. So long as there are any OutstandingSenior Preferred Units, the Partnership shall not:

(i) take any action that would cause it to be required to register as aninvestment company under the Investment Company Act;

(ii) fail to ensure that any transaction entered into with any Person (other thana wholly-owned Subsidiary) is fair to each party, constitutes an exchange for fairconsideration and for reasonably equivalent value, and is made in good faith and withoutany intent to hinder, delay or defraud creditors;

(iii) take any action with respect to, and will not engage in transactions with,any Person unless it determines in a reasonable fashion that such actions or transactionsare in the best interests of the Partnership; and

(iv) make any distribution or other payment on, or redeem or otherwiseacquire, any of its Common Units except for payment of a quarterly distribution on all ofits Common Units pursuant to the declaration of such quarterly distribution by theGeneral Partner.

Section 10. Notices. All communications and notices hereunder or with respect hereto,unless otherwise specified in the Partnership Agreement, shall be (i) in writing, (ii)hand-delivered or sent by overnight courier or telecopier or as an attachment to an email in aformat then customarily used, (iii) addressed to the Partnership or a Limited Partner holdingSenior Preferred Units at its street or email address or facsimile number specified below and (iv)effective as to a Person on receipt by such Person:

if to the Partnership: SEBC Holdings, LP

Address:


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Phone:

Facsimile:

Email:

if to a Limited Partner holding Senior Preferred Units, at the address of such Limited Partnerholding Senior Preferred Units set forth in the books of the Partnership or the Transfer Agent, asapplicable. Any beneficial owner of Senior Preferred Units in book-entry form may providenotice to the Partnership of the identity of such beneficial owner and request the Partnership toprovide all notices and other communications sent to Limited Partners holding Senior PreferredUnits to also be sent to such beneficial owner at the address, facsimile number or email addressprovided by such beneficial owner.

Section 11. Transfer Restrictions. A holder of Senior Preferred Units may not Transferany Senior Preferred Units held of record by such holder unless such Transfer is to a singleholder of record and includes all Senior Preferred Units held of record by such holderimmediately prior to any such Transfer. Any purchase or transfer of the Senior Preferred Units inviolation of this Section 11 shall have no effect and the intended purchaser or transferee shall notbe deemed to be a Limited Partner holding Senior Preferred Units for any purpose, including butnot limited to, with respect to the receipt of distributions on, or other distributions in respect of,the Senior Preferred Units.

Section 12. No Other Rights or Preferences. Unless otherwise required by law, theLimited Partners holding Senior Preferred Units shall not have any rights or preferences otherthan those specifically set forth herein or in the Partnership Agreement. The Limited Partnersholding Senior Preferred Units shall have no preemptive rights.


EXHIBIT CTO THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF SEBC HOLDINGS, LP

JUNIOR PREFERRED UNITSOF

SEBC HOLDINGS, LP

Section 1. Designation, Amount, Series and Rank. SEBC Holdings, LP (the“Partnership”), hereby establishes pursuant to Section 5.2 of the Amended and RestatedAgreement of Limited Partnership of SEBC Holdings, LP dated as of ________, 2009 (the“Partnership Agreement”) a series of Preferred Units designated as the “Junior PreferredUnits” (the “Junior Preferred Units”), and the number of Units of such series shall be19,240,000. The Junior Preferred Units shall, with respect to distribution rights, and rights onliquidation, dissolution and winding up of the affairs of the Partnership, rank (a) senior to theCommon Units and all other classes or series of limited partner interests of the Partnershiphereafter issued which are not by their terms expressly senior to or on a parity with the JuniorPreferred Units; and (b) junior to the Senior Preferred Units and all other classes or series oflimited partnership interests of the Partnership hereafter issued which are by their termsexpressly senior to the Junior Preferred Units.

Section 2. Definitions. Capitalized terms used but not defined in this Exhibit C shallhave the respective meanings set forth in the Partnership Agreement or the glossary attached asExhibit A to the Partnership Agreement.

Section 3. Junior Preferred Units; Distributions.

(a) The Junior Preferred Units shall be represented by one or more certificatesregistered in accordance with Article IV of the Partnership Agreement in the names of theLimited Partners holding the Junior Preferred Units.

(b) No fractional Junior Preferred Units shall be issued.

(c) Notwithstanding anything in the Partnership Agreement to the contrary, thePartnership shall have no right to make distributions or payments in respect of the JuniorPreferred Units unless all required distributions have been, or contemporaneously are, made onthe Senior Preferred Units.

Section 4. Distributions.

(a) Subject to Section 3(c) hereof, each Limited Partner holding Junior Preferred Unitsshall be entitled to receive with respect to each Junior Preferred Unit, only upon declarationthereof by the General Partner, out of Available Cash, a cash distribution (a “QuarterlyDistribution”) on each Quarterly Distribution Payment Date for the Quarterly DistributionPeriod then ending in an amount up to the Junior Preferred Quarterly Distribution Amount forsuch Quarterly Distribution Period. Notwithstanding anything in the Partnership Agreement tothe contrary, no distributions shall be paid to the Limited Partners holding Junior Preferred Units


2

pursuant to this Section 4 unless and until there shall have been, or contemporaneously be, paidto each Limited Partner holding Senior Preferred Units all Undeclared Distributions andAdditional Distributions on such Senior Preferred Units.

(b) The amount of any distribution not declared, or the shortfall in the amount of anydistribution that is declared as compared to the applicable Junior Preferred Quarterly DistributionAmount, regardless of a lack of Available Cash (such amount or shortfall, as the case may be,being an “Undeclared Distribution”), will accumulate per Junior Preferred Unit until paid.Additional distributions (“Additional Undeclared Distributions”) will accumulate on (i) theamount of any Undeclared Distribution at the rate per annum equal to the Junior PreferredQuarterly Distribution Rate, compounded quarterly, from and including the Distribution PaymentDate that would have been applicable to such Undeclared Distribution had it been declared to butexcluding the date paid, and (ii) the amount of any declared distribution that is not paid on theapplicable Distribution Payment Date for any reason at the rate per annum equal to the JuniorPreferred Quarterly Distribution Rate, compounded quarterly, from and including suchDistribution Payment Date to but excluding the date paid.

(c) After the redemption of all Senior Preferred Units, to the extent that the GeneralPartner determines that the Partnership possesses Available Cash in excess of the amountnecessary to make all required Quarterly Distributions on the Junior Preferred Units and to payany Undeclared Distributions and Additional Undeclared Distributions on the Junior PreferredUnits, the General Partner shall make distributions on the Junior Preferred Units, provided thatthe aggregate amount of such distributions shall not exceed the then existing Junior PreferredRedemption Price.

(d) The record date for the determination of the Limited Partners holding JuniorPreferred Units entitled to receive payment of a distribution and the date of such payment will bethe date fixed by the General Partner, which record date will be no more than fifteen (15) daysprior to the Distribution Payment Date fixed for the payment thereof. The Partnership shallprovide written notice of the record date (which may be made by the filing or furnishing of aForm 8-K with the Commission) for, the amount of, and the Distribution Payment Date fixed forpayment of, each distribution to the Limited Partners holding Junior Preferred Units promptlyafter each such date and amount is fixed. Limited Partners holding Junior Preferred Units willnot be entitled to any distributions on Junior Preferred Units, whether payable in cash orproperty, in excess of the distributions provided herein or in the Partnership Agreement. Alldistributions will be paid Pro Rata with respect to the Junior Preferred Units to the LimitedPartners holding Junior Preferred Units entitled thereto.

(e) Notwithstanding anything in the Partnership Agreement to the contrary, nodistribution shall be paid unless, immediately after making such payment and giving effectthereto, the Market Value of the Permitted Investments and the Partnership’s investment in RealEstate LLC and the SEBC Common Stock equals or exceeds the sum of the Senior PreferredRedemption Price plus the consolidated liabilities of the Partnership.


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Section 5. Liquidation Rights.

(a) Subject to Section 3(c) hereof, upon the voluntary or involuntary liquidation,dissolution or winding up of the Partnership, each Limited Partner holding Junior Preferred Unitsat such time will be entitled to receive out of the assets of the Partnership available fordistribution to its Limited Partners an amount in cash, after any distribution of assets due uponliquidation, dissolution or winding up of the Partnership has been, or contemporaneously is,made to the Limited Partners holding Senior Preferred Units but before any distribution of assetsis made to the Limited Partners holding Common Units, equal to the Junior PreferredLiquidation Price for each of such Limited Partner’s Junior Preferred Units. The JuniorPreferred Liquidation Price for the Junior Preferred Units of each Limited Partner holding JuniorPreferred Units shall be paid on the Liquidation Date in accordance with the provisions ofSection 6. After the payment of the full amount of the Junior Preferred Liquidation Price inrespect of the Junior Preferred Units of the Limited Partners entitled thereto and the otheramounts provided in this paragraph, the Limited Partners holding Junior Preferred Units willhave no right or claim to any of the remaining assets of the Partnership.

(b) If, upon any such voluntary or involuntary dissolution, liquidation or winding up,the available assets of the Partnership are insufficient to pay the amount of the Junior PreferredLiquidation Price in full on each Junior Preferred Unit, then such available assets will be appliedPro Rata among all Junior Preferred Units toward payment of the Junior Preferred LiquidationPrice thereof. Unless and until payment in full of (i) the Senior Preferred Liquidation Price ofeach Senior Preferred Unit, and (ii) the Junior Preferred Liquidation price of each JuniorPreferred Unit, upon the liquidation, dissolution or winding up of the Partnership, nodistributions or other payments may be made to the Limited Partners holding any CommonUnits, and no purchase, redemption or other acquisition for any consideration by the Partnershipmay be made in respect of the Common Units.

(c) None of the conversion of the Partnership into another entity, the merger orconsolidation of the Partnership into or with any other entity, the merger or consolidation of anyother entity with or into the Partnership or the sale of all or substantially all of the property or thebusiness of the Partnership will be deemed to constitute a dissolution, liquidation or winding upof the Partnership, whether voluntary or involuntary, for the purposes of this Section 5.

Section 6. Redemption.

(a) Payment At Redemption. The Junior Preferred Units shall be redeemed, in wholeand not in part, on the Junior Preferred Redemption Date. On the Junior Preferred RedemptionDate, the Partnership shall pay each Limited Partner holding Junior Preferred Units the JuniorPreferred Redemption Price in cash for each Junior Preferred Unit owned by such LimitedPartner and available subject to Section 3(c) hereof. If on the Junior Preferred Redemption Datesuch funds are insufficient to redeem the total number of Junior Preferred Units to be redeemedon such date, those funds which are legally available will be used first to redeem the maximumpossible number of whole Junior Preferred Units Pro Rata among the Limited Partners holdingthe Junior Preferred Units to be redeemed. At any time thereafter when there is Available Cashfor the redemption of Junior Preferred Units, such funds will immediately be used to redeem, Pro


4

Rata, to the extent of such funds, any additional whole Junior Preferred Units that the Partnershiphas not redeemed.

(b) Notice of Redemption. Whenever Junior Preferred Units are to be redeemed, thePartnership shall mail a notice (a “Notice of Redemption”) to the Limited Partners holdingJunior Preferred Units not less than fifteen (15) calendar days nor more than forty-five (45)calendar days prior to the date fixed for redemption. A Notice of Redemption shall beaddressed to each Limited Partner holding Junior Preferred Units at the address for such LimitedPartner appearing on the books of the Partnership or the Transfer Agent, as applicable. TheNotice of Redemption shall state (i) the Junior Preferred Redemption Date, as applicable (ii) anestimate of the Junior Preferred Redemption Price, (iii) the place or places where JuniorPreferred Units are to be surrendered for payment of the Junior Preferred Redemption Price, (iv)that no distributions on the Junior Preferred Units to be redeemed will be payable after the datefixed for redemption (unless the Partnership shall default in the payment of the Junior PreferredRedemption Price), and (v) the provision under this Section 6 under which redemption is made.

(c) Surrender of Certificates; Effect. On or after the Junior Preferred RedemptionDate, each Limited Partner holding Junior Preferred Units shall surrender the certificate orcertificates for such Junior Preferred Units to the Partnership at the place designated in theNotice of Redemption, and against such surrender the Junior Preferred Redemption Price of suchJunior Preferred Units shall be paid to or on the order of the person whose name appears on suchcertificate or certificates as the owner thereof, and each surrendered certificate shall be canceled.Upon such cancellation, the applicable Junior Preferred Units shall no longer be Outstanding. Ifless than all the Junior Preferred Units represented by any such certificate are redeemed, a newcertificate shall be issued representing the unredeemed Junior Preferred Units. From and afterthe Junior Preferred Redemption Date (unless the Partnership shall default in the payment in fullof the Junior Preferred Redemption Price), all distributions on the Junior Preferred Units soredeemed shall cease to accrue and all rights of the Limited Partners holding Junior PreferredUnits thereof, except the right to receive the Junior Preferred Redemption Price of such JuniorPreferred Units upon the surrender of certificates representing the same, shall cease andterminate and such Junior Preferred Units shall not thereafter be transferred on the books of thePartnership or the Transfer Agent, as applicable, and shall not be deemed to be Junior PreferredUnits for any purpose whatsoever.

Section 7. Voting Rights.

(a) Limited Partners holding Junior Preferred Units shall have no voting rights, eithergeneral or special, and shall have no right to participate in the management of the Partnership,except as expressly required by applicable law and as specified in this Section 7 or otherwisepursuant to the Partnership Agreement.

(b) Subject to any required consent of the Limited Partners holding Outstanding SeniorPreferred Units pursuant to the Senior Preferred Designation, without the affirmative vote of theLimited Partners holding more than 80% of the Junior Preferred Units, so long as there are anyOutstanding Junior Preferred Units, the Partnership shall not:


5

(i) create, authorize or issue Units of additional classes or series of limitedpartnership interests;

(ii) amend, alter or repeal any provision of the Partnership Agreement or theCertificate of Limited Partnership, whether by merger, consolidation or otherwise, so asto adversely affect any of the rights, powers, preferences, privileges or terms of anyJunior Preferred Unit or to modify any of the limitations set forth in this Section 7(b) orSection 8 hereof; or

(iii) do anything that requires the affirmative vote of each class of votingsecurities of the Partnership.

(c) Notwithstanding anything in the Partnership Agreement to the contrary:

(i) any written notice, consent or approval required by the PartnershipAgreement to be delivered by the Limited Partners holding Junior Preferred Units inconnection with the exercise of any right or benefit of the Limited Partners holding JuniorPreferred Units shall be effective if the requisite percentage of Limited Partners holdingJunior Preferred Units entitled to give any such notice, consent or approval have providedsuch notice, consent or approval, as the case may be, in writing to the Partnership; and

(ii) the Partnership shall treat any beneficial owner of Junior Preferred Unitsthat has provided the notice described in Section 10 hereof as a Limited Partner holdingJunior Preferred Units for all purposes hereunder in place of the Person listed as theLimited Partner holding such Junior Preferred Units on the books of the Partnership orthe Transfer Agent, as applicable, and such beneficial owner shall be entitled to any andall rights and benefits provided to the Limited Partners holding Junior Preferred Units asif such beneficial owner were a Limited Partner holding Junior Preferred Units.

(d) The Securities Depository, while it or its nominee is the registered owner of anyJunior Preferred Units, will not independently exercise any voting rights with respect thereto.Rather, in accordance with its normal procedures, the Securities Depository will extend suchvoting rights to the Agent Member whose account is credited with such Junior Preferred Units.Each such Agent Member will, in turn, extend such voting rights to the Limited Partners holdingJunior Preferred Units for whom it is so acting in accordance with such Agent Member’s normalprocedures.

Section 8. Reserved.

Section 9. Limitation on Business Activities. So long as there are any OutstandingJunior Preferred Units, the Partnership shall not:

(i) take any action that would cause it to be required to register as aninvestment company under the Investment Company Act;

(ii) fail to ensure that any transaction entered into with any Person (other thana wholly-owned Subsidiary) is fair to each party, constitutes an exchange for fair


6

consideration and for reasonably equivalent value, and is made in good faith and withoutany intent to hinder, delay or defraud creditors;

(iii) take any action with respect to, and will not engage in transactions with,any Person unless it determines in a reasonable fashion that such actions or transactionsare in the best interests of the Partnership; and

(iv) make any distribution or other payment on, or redeem or otherwiseacquire, any of its Common Units except for payment of a quarterly distribution on all ofits Common Units pursuant to the declaration of such quarterly distribution by theGeneral Partner.

Section 10. Notices. All communications and notices hereunder or with respect hereto,unless otherwise specified in the Partnership Agreement, shall be (i) in writing, (ii)hand-delivered or sent by overnight courier or telecopier or as an attachment to an email in aformat then customarily used, (iii) addressed to the Partnership or a Limited Partner holdingJunior Preferred Units at its street or email address or facsimile number specified below and (iv)effective as to a Person on receipt by such Person:

if to the Partnership: SEBC Holdings, LP

Address:

Phone:

Facsimile:

Email:

if to a Limited Partner holding Junior Preferred Units, at the address of such Limited Partnerholding Junior Preferred Units set forth in the books of the Partnership or the Transfer Agent, asapplicable. Any beneficial owner of Junior Preferred Units in book-entry form may providenotice to the Partnership of the identity of such beneficial owner and request the Partnership toprovide all notices and other communications sent to Limited Partners holding Junior PreferredUnits to also be sent to such beneficial owner at the address, facsimile number or email addressprovided by such beneficial owner.

Section 11. No Other Rights or Preferences. Unless otherwise required by law, theLimited Partners holding Junior Preferred Units shall not have any rights or preferences otherthan those specifically set forth herein or in the Partnership Agreement. The Limited Partnersholding Junior Preferred Units shall have no preemptive rights.


of Exhibit D

EXHIBIT Dto the Amended and Restated Agreement of Limited Partnership of

SEBC Holdings, LP

Certificate Evidencing Common UnitsRepresenting Limited Partner Interests

SEBC Holdings, LP

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY ISSUBJECT TO OWNERSHIP RESTRICTIONS PURSUANT TO THEAMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPOF SEBC HOLDINGS, LP. THE PARTNERSHIP WILL FURNISH A COPYOF ITS AMENDED AND RESTATED AGREEMENT OF LIMITEDPARTNERSHIP TO THE HOLDER OF RECORD OF THIS CERTIFICATEWITHOUT CHARGE UPON A WRITTEN REQUEST ADDRESSED TO THEPARTNERSHIP AT ITS PRINCIPAL PLACE OF BUSINESS.

No. _________ Common Units

SEBC Holdings, LP, a Delaware limited partnership (the “Partnership”), hereby certifiesthat (the “Holder”) is the registered owner of Common Unitsrepresenting limited partner interests in the Partnership (the “Common Units”) transferable onthe books of the Partnership, in person or by duly authorized attorney, upon surrender of thisCertificate properly endorsed and accompanied by a properly executed application for transfer ofthe Common Units represented by this Certificate. The rights, preferences and limitations of theCommon Units are set forth in, and this Certificate and the Common Units represented herebyare issued and shall in all respects be subject to the terms and provisions of, the Amended andRestated Agreement of Limited Partnership of SEBC Holdings, LP, as amended, supplementedor restated from time to time (the “Partnership Agreement”). Copies of the PartnershipAgreement are on file at, and will be furnished without charge on delivery of written request tothe Partnership at, the principal office of the Partnership located at_________________________________________. Capitalized terms used herein but notdefined shall have the meaning given them in the Partnership Agreement.


of Exhibit D

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, andagreed to become, a Limited Partner and to have agreed to comply with and be bound by and tohave executed the Partnership Agreement, (ii) represented and warranted that the Holder has allright, power and authority and, if an individual, the capacity necessary to enter into thePartnership Agreement, (iii) granted the powers of attorney provided for in the PartnershipAgreement and (iv) made the waivers and given the consents and approvals contained in thePartnership Agreement. This Certificate shall not be valid for any purpose unless it has beencountersigned and registered by the Transfer Agent and Registrar.

Dated:

Countersigned and Registered by: SEBC Holdings, LP

By: SCS Management LLC,as General Partner

Transfer Agent and RegistrarBy:Title: Manager

Authorized Signature


of Exhibit D

[Reverse of Certificate]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate,shall be construed as follows according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT-

TEN ENT - as tenants by the entireties . . . . . . . Custodian . . . . . .

JT TEN - as joint tenants with right ofsurvivorship and not as tenants incommon

(Cust) (Minor)under Uniform Gifts to MinorsAct . . . . . . . . . . . . . . . . . . . . . .

State

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITSin

SEBC HOLDINGS, LP

FOR VALUE RECEIVED, ________________ (“Assignor”) hereby assigns, conveys, sellsand transfers unto _____________________________________________________________

(Please print or typewrite name and addressof Assignee)

(Please insert Social Security or otheridentifying number of Assignee)

__________ Common Units representing limited partner interests evidenced by this Certificate,subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint________________ as its attorney-in-fact with full power of substitution to transfer the same onthe books of SEBC Holdings, LP. The Assignor represents and warrants that Assignor is not aSubstantial Holder.

Date: NOTE: The signature to any endorsementhereon must correspond with the name as writtenupon the face of this Certificate in everyparticular, without alteration, enlargement orchange.

SIGNATURE(S) MUST BEGUARANTEED BY A MEMBER FIRMOF THE NATIONAL ASSOCIATION OFSECURITIES DEALERS, INC. OR BY ACOMMERCIAL BANK OR TRUSTCOMPANY

(Signature)

(Signature)


of Exhibit D

No transfer of the Common Units evidenced hereby will be registered on the books of thePartnership, unless the Certificate evidencing the Common Units to be transferred is surrenderedfor registration or transfer and an Application for Transfer of Common Units has been executedby a transferee either (a) on the form set forth below or (b) on a separate application that thePartnership will furnish on request without charge. A transferor of the Common Units shall haveno duty to the transferee with respect to execution of the transfer application in order for suchtransferee to obtain registration of the transfer of the Common Units.

___________________________________________________________________


of Exhibit D

APPLICATION FOR TRANSFER OF COMMON UNITS

The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee ofthe Common Units evidenced hereby.

The Assignee (a) requests admission as a Substituted Limited Partner and agrees tocomply with and be bound by, and hereby executes, the Amended and Restated Agreement ofLimited Partnership of SEBC Holdings, LP (the “Partnership”), as amended, supplemented orrestated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that theAssignee has all right, power and authority and, if an individual, the capacity necessary to enterinto the Partnership Agreement, (c) grants the powers of attorney provided for in the PartnershipAgreement and (d) makes the waivers and gives the consents and approvals contained in thePartnership Agreement.

The Assignee represents and warrants that (A) after giving effect to such transfer, theAssignee will not become a Substantial Holder, or (B) prior to giving effect to the purportedtransfer, the Assignee is a Substantial Holder and Assignee’s Percentage Stock Ownershipsubsequent to such transfer will not increase.

Date:Signature of Assignee

Social Security or other identifying number ofAssignee

Name and Address of Assignee

Purchase Priceincluding commissions, if any

Type of Entity (check one)

_____ Individual _____ Partnership _____ Corporation

_____ Trust _____ Other (specify) _________________

Nationality (Check One):

U.S. Citizen, Resident or Domestic Entity

Foreign Corporation, or Non-resident alien

If the U.S. Citizen, Resident or Domestic Entity box is checked, the followingcertification must be completed.


of Exhibit D

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”),the Partnership must withhold tax with respect to certain transfers of property if a holder of aninterest in the Partnership is a foreign person. For U.S. tax purposes (including Section 1445(e)of the Code), the owner of a disregarded entity (which has legal title to a U.S. real propertyinterest under local law) will be the transferor of the property and not the disregarded entity. Toinform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifiesthe following on behalf of the interest holder).

Complete Either A or B:

A. Individual Interest Holder

1. I am not a non-resident alien for purposes of U.S. income taxation.

2. My U.S. taxpayer identifying number (Social Security Number) is.

3. My home address is.

B. Partnership, Corporate or Other Interest-Holder

1. ______________________________________ is not a(Name of Interest-Holder)

foreign corporation, foreign partnership, foreign trust or foreign estate (as thoseterms are defined in the Code and Treasury Regulations).

2. The interest holder is not a disregarded entity as defined in Treasury RegulationSection 1.1445-2(b)(2(iii).

3. The interest-holder’s U.S. employer identification number is.

4. The interest-holder’s office address and place of incorporation (if applicable) is.

The interest-holder agrees to notify the Partnership within 60 days of the date the interest-holder becomes a foreign person.

The interest-holder understands that this certificate may be disclosed to the InternalRevenue Service by the Partnership and that any false statement contained herein could bepunishable by fine, imprisonment or both.

Under penalties of perjury, I declare that I have examined this certification and to the bestof my knowledge and belief it is true, correct and complete and, if applicable, I further declarethat I have authority to sign this document on behalf of:


of Exhibit D

___________________________________________________________________(Name of Interest-Holder)

___________________________________________________________________Signature and Date

___________________________________________________________________Title (if applicable)

NOTE: IF THE ASSIGNEE IS A BROKER, DEALER, BANK, TRUST COMPANY,CLEARING CORPORATION, OTHER NOMINEE HOLDER OR AN AGENT OF ANY OFTHE FOREGOING, AND IS HOLDING FOR THE ACCOUNT OF ANY OTHER PERSON,THIS APPLICATION SHOULD BE COMPLETED BY AN OFFICER THEREOF OR, IN THECASE OF A BROKER OR DEALER, BY A REGISTERED REPRESENTATIVE WHO IS AMEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBEROF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR, IN THE CASEOF ANY OTHER NOMINEE HOLDER, A PERSON PERFORMING A SIMILARFUNCTION. IF THE ASSIGNEE IS A BROKER, DEALER, BANK TRUST COMPANY,CLEARING CORPORATION, OTHER NOMINEE OWNER OR AN AGENT OF ANY OFTHE FOREGOING, THE ABOVE CERTIFICATION AS TO ANY PERSON FOR WHOMTHE ASSIGNEE WILL HOLD THE COMMON UNITS SHALL BE MADE TO THE BESTOF THE ASSIGNEE’S KNOWLEDGE.


of Exhibit E

EXHIBIT Eto the Amended and Restated Agreement of Limited Partnership of

SEBC Holdings, LP

Certificate Evidencing Senior Preferred UnitsRepresenting Limited Partner Interests

SEBC Holdings, LP


No.________ Senior Preferred Units

SEBC Holdings, LP, a Delaware limited partnership (the “Partnership”), hereby certifiesthat (the “Holder”) is the registered owner of _____ Senior PreferredUnits representing limited partner interests in the Partnership (the “Senior Preferred Units”)transferable on the books of the Partnership, in person or by duly authorized attorney, uponsurrender of this Certificate properly endorsed and accompanied by a properly executedapplication for transfer of the Senior Preferred Units represented by this Certificate. The rights,preferences and limitations of the Senior Preferred Units are set forth in, and this Certificate andthe Senior Preferred Units represented hereby are issued and shall in all respects be subject to theterms and provisions of, the Amended and Restated Agreement of Limited Partnership of SEBCHoldings, LP, as amended, supplemented or restated from time to time (the “PartnershipAgreement”). Copies of the Partnership Agreement are on file at, and will be furnished withoutcharge on delivery of written request to the Partnership at, the principal office of the Partnershiplocated at ____________________________. Capitalized terms used herein but not definedshall have the meaning given them in the Partnership Agreement.


of Exhibit E

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as,and agreed to become, a Limited Partner and to have agreed to comply with and be bound by andto have executed the Partnership Agreement, (ii) represented and warranted that the Holder hasall right, power and authority and, if an individual, the capacity necessary to enter into thePartnership Agreement, (iii) granted the powers of attorney provided for in the PartnershipAgreement and (iv) made the waivers and given the consents and approvals contained in thePartnership Agreement. This Certificate shall not be valid for any purpose unless it has beencountersigned and registered by the Transfer Agent and Registrar.

Dated:






of Exhibit E


ABBREVIATIONS






State


ASSIGNMENT OF SENIOR PREFERRED UNITSin

SEBC HOLDINGS, LP

FOR VALUE RECEIVED, ________________ (“Assignor”) hereby assigns, conveys, sellsand transfers unto _____________________________________________________________



_________ Senior Preferred Units representing limited partner interests evidenced by thisCertificate, subject to the Partnership Agreement, and does hereby irrevocably constitute andappoint ____________ as its attorney-in-fact with full power of substitution to transfer the sameon the books of SEBC Holdings, LP.



(Signature)

(Signature)


of Exhibit E

No transfer of the Senior Preferred Units evidenced hereby will be registered on thebooks of the Partnership, unless the Certificate evidencing the Senior Preferred Units to betransferred is surrendered for registration or transfer and an Application for Transfer of SeniorPreferred Units has been executed by a transferee either (a) on the form set forth below or (b) ona separate application that the Partnership will furnish on request without charge. A transferor ofthe Senior Preferred Units shall have no duty to the transferee with respect to execution of thetransfer application in order for such transferee to obtain registration of the transfer of the SeniorPreferred Units.

In addition, Assignor represents and warrants that the transfer includes all SeniorPreferred Units held of record by Assignor immediately prior to such transfer and such transfer ifbeing made to a single holder of record.

___________________________________________________________________


of Exhibit E

APPLICATION FOR TRANSFER OF SENIOR PREFERRED UNITS

The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee ofthe Senior Preferred Units evidenced hereby.


Date: __________________Signature of Assignee

Social Security or other identifyingnumber of Assignee





_____ Trust _____ Other (specify) _______________





of Exhibit E






2. My U.S. taxpayer identifying number (Social Security Number) is..



1. ____________________________________________________ is not a(Name of Interest-Holder)








of Exhibit E







of Exhibit F

EXHIBIT Fto the Amended and Restated Agreement of Limited Partnership of

SEBC Holdings, LP

Certificate Evidencing Junior Preferred UnitsRepresenting Limited Partner Interests

SEBC Holdings, LP


No.________ Junior Preferred Units

SEBC Holdings, LP, a Delaware limited partnership (the “Partnership”), hereby certifiesthat (the “Holder”) is the registered owner of _____ Junior PreferredUnits representing limited partner interests in the Partnership (the “Junior Preferred Units”)transferable on the books of the Partnership, in person or by duly authorized attorney, uponsurrender of this Certificate properly endorsed and accompanied by a properly executedapplication for transfer of the Junior Preferred Units represented by this Certificate. The rights,preferences and limitations of the Junior Preferred Units are set forth in, and this Certificate andthe Junior Preferred Units represented hereby are issued and shall in all respects be subject to theterms and provisions of, the Amended and Restated Agreement of Limited Partnership of SEBCHoldings, LP, as amended, supplemented or restated from time to time (the “PartnershipAgreement”). Copies of the Partnership Agreement are on file at, and will be furnished withoutcharge on delivery of written request to the Partnership at, the principal office of the Partnershiplocated at ____________________________. Capitalized terms used herein but not definedshall have the meaning given them in the Partnership Agreement.


of Exhibit F

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as,and agreed to become, a Limited Partner and to have agreed to comply with and be bound by andto have executed the Partnership Agreement, (ii) represented and warranted that the Holder hasall right, power and authority and, if an individual, the capacity necessary to enter into thePartnership Agreement, (iii) granted the powers of attorney provided for in the PartnershipAgreement and (iv) made the waivers and given the consents and approvals contained in thePartnership Agreement. This Certificate shall not be valid for any purpose unless it has beencountersigned and registered by the Transfer Agent and Registrar.

Dated:






of Exhibit F


ABBREVIATIONS






State


ASSIGNMENT OF JUNIOR PREFERRED UNITSin

SEBC HOLDINGS, LP

FOR VALUE RECEIVED, ________________ hereby assigns, conveys, sells and transfersunto _____________________________________________________________



_________ Junior Preferred Units representing limited partner interests evidenced by thisCertificate, subject to the Partnership Agreement, and does hereby irrevocably constitute andappoint ____________ as its attorney-in-fact with full power of substitution to transfer the sameon the books of SEBC Holdings, LP.



(Signature)

(Signature)


of Exhibit F

No transfer of the Junior Preferred Units evidenced hereby will be registered on thebooks of the Partnership, unless the Certificate evidencing the Junior Preferred Units to betransferred is surrendered for registration or transfer and an Application for Transfer of JuniorPreferred Units has been executed by a transferee either (a) on the form set forth below or (b) ona separate application that the Partnership will furnish on request without charge. A transferor ofthe Junior Preferred Units shall have no duty to the transferee with respect to execution of thetransfer application in order for such transferee to obtain registration of the transfer of the JuniorPreferred Units.

___________________________________________________________________


of Exhibit F

APPLICATION FOR TRANSFER OF JUNIOR PREFERRED UNITS

The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee ofthe Junior Preferred Units evidenced hereby.


Date: __________________Signature of Assignee

Social Security or other identifyingnumber of Assignee





_____ Trust _____ Other (specify) _______________





of Exhibit F






2. My U.S. taxpayer identifying number (Social Security Number) is..



1. ____________________________________________________ is not a(Name of Interest-Holder)








of Exhibit F







CERTIFICATE OF FORMATION

OF

SEBC REAL ESTATE, LLC

1. The name of the limited liability company is SEBC Real Estate, LLC.

2. The address of its registered office in the State of Delaware is: CorporationTrust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The nameof its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate ofFormation of SEBC Real Estate, LLC this ____ day of __________, 2009.

By:Name: Paul Edwards, Authorized Person


LIMITED LIABILITY COMPANY AGREEMENTOF

SEBC REAL ESTATE, LLC

This Limited Liability Company Agreement (this “Agreement”) of SEBC Real Estate,LLC, a Delaware limited liability company (the “Company”), dated as of __________, 2009, isexecuted and agreed to, for good and valuable consideration, by SEBC Holdings, LP, a Delawarelimited partnership and the holder of the common membership interest of the Company (the“Member”) and SEBC (as defined below) (the “Holder”), in its capacity as the holder of theObligation, as defined below.

ARTICLE IDEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms have the followingmeanings:

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

“Adjusted Capital Account Deficit” means, with respect to the Member or the Holder, thedeficit balance, if any, in such Person’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 the Member or theHolder is deemed obligated to restore pursuant to the penultimate sentences of TreasuryRegulations §§ 1.704-2(g)(1) and 1.704-2(i)(5); and

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

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with theprovisions of Treasury Regulation § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistentlytherewith.

“Agreement” has the meaning set forth in the introductory paragraph.

“Asset Sale” means, whether in a single transaction or a series of related transactions, (a)the sale, conveyance, transfer or other disposition of property or assets of the Company or any ofits subsidiaries or (b) the issuance or sale of equity interests of any of the Company’ssubsidiaries.

“Asset Sale Proceeds” means any and all proceeds received from the purchaser(s) withrespect to an Asset Sale, reduced by (a) expenses incurred by the Company in connection withsuch Asset Sale, (b) liabilities, if any, of the Company or the Member or the Holder with respectto such Asset Sale, as applicable, and (c) reserves, if any, as the Manager may reasonably


determine to be necessary for the needs (actual or contingent) of the Company (withoutduplication of any reserves pursuant to the definition of “Available Operating Cash”).

“Available Operating Cash” means, for any period, all cash received by the Companyfrom all sources during such period, minus the sum of (a) all expenses paid by the Companyduring the period (excluding Depreciation or other non-cash expenses), (b) all repayments ofprincipal of the Obligation for such period, and (c) reserves, if any, as the Manager mayreasonably determine to be necessary for the needs (actual or contingent) of the Company(without duplication of any reserves pursuant to the definition of “Asset Sale Proceeds”) .Notwithstanding the preceding sentence, (i) Asset Sale Proceeds and Capital Contributions shallnot be taken into account in determining Available Operating Cash, and (ii) scheduled paymentsmade on Company indebtedness (for purposes of clarification, not including the Obligation)during such period shall be taken into account in computing Available Operating Cash for suchperiod.

“Business Day” means any day on which commercial banks and foreign exchangemarkets settle payments and are open for general business (including dealings in foreignexchange and foreign currency deposits) in New York City and Miami, Florida.

“Capital Account” means, with respect to the Member and the Holder, the CapitalAccount maintained for such Person in accordance with the following provisions:

(a) to each Person’s Capital Account there shall be credited (i) such Person’sCapital Contributions (ii) such Person’s distributive share of Profits and any items in the natureof income or gain that are specially allocated to such Person pursuant to Sections 4.3 or 4.4, and(iii) the amount of any Company liabilities assumed by such Person or that are secured by anyCompany property distributed to such Person;

(b) to each Person’s Capital Account there shall be debited (i) the amount ofcash and the Gross Asset Value of any Company property distributed to such Person pursuant toany provision of this Agreement, (ii) such Person’s distributive share of Losses and any items inthe nature of deduction, expense, or loss which are specially allocated to such Person pursuant toSections 4.3 or 4.4, and (iii) the amount of any liabilities of such Person assumed by theCompany or that are secured by any property contributed by such Person to the Company;

(c) in the event an interest in the Company is transferred in accordance withthe terms of this Agreement, the transferee shall succeed to the Capital Account of the transferorto the extent it relates to the transferred interest; and

(d) in determining the amount of any liability for purposes of subparagraphs(a) and (b) above there shall be taken into account Code Section 752(c) and any other applicableprovisions of the Code and Treasury Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenanceof Capital Accounts are intended to comply with Treasury Regulation § 1.704-1(b), and shall beinterpreted and applied in a manner consistent with such Treasury Regulations. In the event theManager shall determine in good faith and on a commercially reasonable basis that in order to


comply with such Treasury Regulations it is prudent to modify the manner in which the CapitalAccounts, or any debits or credits thereto, are computed and doing so will not have a materialadverse effect on the economic or tax consequences to the Holder, the Manager may make suchmodification. Provided that doing so shall not have a material adverse effect on the economic ortax consequences to the Holder, the Manager also shall, in good faith and on a commerciallyreasonable basis, (a) make any adjustments to the Capital Accounts that are necessary orappropriate to maintain equality between the aggregate Capital Accounts of the Member and theHolder and the amount of capital reflected on the Company’s balance sheet, as computed forbook purposes, in accordance with Treasury Regulation § 1.704-1(b)(2)(iv)(q) and (b) make anyappropriate modifications to the Capital Accounts in the event unanticipated events mightotherwise cause this Agreement not to comply with Treasury Regulation § 1.704-1(b).

“Capital Contribution” means, with respect to the Member and the Holder, the amount ofmoney and the Gross Asset Value of any property (other than money) contributed to theCompany by such Person (or its predecessors in interest) with respect to the interest held by suchPerson. If, in connection with any Capital Contribution to the Company by the Member or theHolder, the Capital Account of such Person is debited with the amount of any liability of suchPerson assumed by the Company or the amount of any liability to which any propertycontributed by such Person is subject, the amount of such Person’s Capital Contribution shall bereduced, without duplication, by an equal amount.

“Certificate” has the meaning set forth in Section 2.1.

“Code” means the Internal Revenue Code of 1986 and any successor statute, asamended from time to time.

“Company” has the meaning set forth in the introductory paragraph.

“Company Minimum Gain” has the same meaning as “partnership minimum gain” setforth in Treasury Regulations §§ 1.704-2(b)(2) and 1.704-2(d).

“Depreciation” means, for each fiscal year, an amount equal to the depreciation,amortization, or other cost recovery deduction allowable with respect to an asset for such fiscalyear for federal income tax purposes, except that (a) with respect to any asset whose Gross AssetValue differs from its adjusted tax basis for federal income tax purposes and which difference isbeing eliminated by use of the “remedial allocation method” defined by Treasury Regulation §1.704-3(d), “Depreciation” for such fiscal year shall be the amount of book basis recovered forsuch fiscal year under the rules prescribed by Treasury Regulation § 1.704-3(d)(2), and (b) withrespect to any other asset whose Gross Asset Value differs from its adjusted basis for federalincome tax purposes at the beginning of such fiscal year, “Depreciation” shall be an amount thatbears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation,amortization, or other cost recovery deduction for such fiscal year bears to such beginningadjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposesof an asset at the beginning of such fiscal year is zero, “Depreciation” shall be determined withreference to such beginning Gross Asset Value using any reasonable method selected by theMember and approved by the Holder, such approval not to be unreasonably withheld.


“Effective Date” means the Business Day, on or before April 30, 2009, upon which allconditions to the consummation of the Plan of Reorganization as set forth in Section 7.2 of thePlan of Reorganization have been satisfied or waived as provided in Section 7.3 of the Plan ofReorganization and the Plan of Reorganization becomes effective.

“Fixed Return” means, with respect to the Obligation, a fixed return of [5.00]% perannum (computed on the basis of a 360-day year of twelve 30-day months), payable quarterly inarrears on January 1, April 1, July 1 and October 1 of each year, commencing with the IssueDate. The Fixed Return is intended to be a “guaranteed payment” pursuant to Section 707(c) ofthe Code.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis forfederal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any property contributed by the Memberor the Holder to the Company shall be the gross fair market value of such asset as agreed by theMember and Holder and set forth on Schedule A hereto;

(b) the Gross Asset Values of all items of property shall be adjusted to equaltheir respective fair market value as determined as of the following times: (A) the acquisition ofan additional interest in the Company by any new or existing member or the Holder in exchangefor more than a de minimis Capital Contribution, (B) the distribution by the Company to theMember or the Holder of more than a de minimis amount of property as consideration for aninterest in the Company, and (C) the liquidation of the Company within the meaning of TreasuryRegulation § 1.704-1(b)(2)(ii)(g);

(c) the Gross Asset Value of any item of Company property distributed to theMember or the Holder shall be adjusted to equal the fair market value of such item on the date ofdistribution; and

(d) the Gross Asset Values of each item of Company property shall beincreased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuantto Code Sections 734(b) or 743(b), but only to the extent that such adjustments are taken intoaccount in determining Capital Accounts pursuant to Treasury Regulation § 1.704-1(b)(2)(iv)(m)and subparagraph (e) of the definition of “Profits” and “Losses;” provided, however, that GrossAsset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that anadjustment pursuant to subparagraph (b) is required in connection with a transaction that wouldotherwise result in an adjustment pursuant to this subparagraph (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph(a), (b), or (d), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken intoaccount with respect to such asset, for purposes of computing Profits and Losses.

“Holder” has the meaning set forth in the introductory paragraph.

“Issue Date” means the calendar quarter first ending after the contribution to theCompany of the equity interests in the Jacksonville Property Subsidiaries.


“Jacksonville Property Subsidiaries” means, collectively, Southeast Properties, Inc.,SWQ Holdings, Inc., First Pioneer Corporation and Second Pioneer Corporation, each of whichshall, on or before the Effective Date, be converted into a Florida limited liability companywhich shall not be permitted to elect to be taxed as a corporation for federal income tax purposes.

“Manager” has the meaning set forth in Section 5.1.

“Member” has the meaning set forth in the introductory paragraph.

“Member Nonrecourse Debt” has the same meaning as the term “partner nonrecoursedebt” set forth in Treasury Regulation § 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to eachMember Nonrecourse Debt, equal to the Company Minimum Gain that would result if suchMember Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordancewith Treasury Regulation § 1.704-2(i)(3).

“Member Nonrecourse Deductions” has the same meaning as the term “partnernonrecourse deductions” set forth in Treasury Regulations §§ 1.704-2(i)(1) and 1.704-2(i)(2).

“Membership Interest” means all of the common membership interests in the Company.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations §§ 1.704-2(b)(1) and 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation § 1.704-2(b)(3).

“Obligation” means the obligation of the Company to pay to the Holder or its successorsor permitted assigns, the aggregate principal sum of NINE MILLION United States Dollars (U.S.$9,000,000), together with all distribution rights specified hereunder with respect to the Holderof the Obligation, from the Issue Date until either paid in full or converted into the PreferredEquity Unit of the Company under Article X of this Agreement.

“Person” means and includes any individual, firm, partnership, corporation, trust,association, company, limited liability company, joint stock company, joint venture, otherorganization or “entity” within the meaning of Treasury Regulation Section 1.382-3 (including,without limitation, any group of Persons treated as a single entity under such regulation), or agovernment or any agency or political subdivision thereof.

“Plan of Reorganization” means the Trustee’s Third Amended Chapter 11 Plan ofReorganization of SEBC dated February 9, 2009, and all exhibits annexed thereto or referencedtherein, as the same may be amended, modified or supplemented from time to time.

“Preferred Equity Unit” has the meaning set forth in Section 10.1.

“Profits” and “Losses” mean, for each fiscal year, an amount equal to the Company’staxable income or loss for such fiscal year, determined in accordance with Code Section 703(a)


(for this purpose, all items of income, gain, loss, or deduction required to be stated separatelypursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with thefollowing adjustments (without duplication):

(a) any income of the Company that is exempt from federal income tax andnot otherwise taken into account in computing Profits or Losses pursuant to this definition of“Profits” and “Losses” shall be added to such taxable income or loss;

(b) 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 Treasury RegulationSection 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Lossespursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxableincome or loss;

(c) gain or loss resulting from any disposition of any Company property withrespect to which gain or loss is recognized for federal income tax purposes shall be computed byreference to the Gross Asset Value of the item of Company property disposed of,notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(d) in lieu of the depreciation, amortization, and other cost recoverydeductions taken into account in computing such taxable income or loss, there shall be taken intoaccount Depreciation for such fiscal year, computed in accordance with the definition of“Depreciation”; and

(e) to the extent an adjustment to the adjusted tax basis of any item ofCompany property pursuant to Code Sections 734(b) or 743(b) is required, pursuant to TreasuryRegulation § 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accountsas a result of a distribution other than in liquidation of a Person’s interest in the Company, theamount of such adjustment shall be treated as an item of gain (if the adjustment increases thebasis of the item of Company property) or loss (if the adjustment decreases such basis) from thedisposition of such item of Company property and shall be taken into account for purposes ofcomputing Profits or Losses.

In the event the Gross Asset Value of any item of Company property is adjusted pursuant tosubparagraph (b) or (c) of the definition of Gross Asset Value, the amount of such adjustmentshall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the itemof Company property) or an item of loss (if the adjustment decreases the Gross Asset Value ofthe item of Company property) from the disposition of such asset and shall be taken into accountfor purposes of computing Profits or Losses.

“Redesignation” has the meaning set forth in Section 10.1.

“SEBC” means, prior to the Effective Date, Southeast Banking Corporation, a Floridacorporation, and after the Effective Date, SEBC Financial Corporation, a Florida corporation.

“SEBC Senior Preferred Stock” means the shares of SEBC Financial Corporationpreferred stock, par value $0.001 per share, designated as the Series A Senior Preferred Stockand Series B Senior Preferred Stock of SEBC.


“Tax Matters Partner” has the meaning set forth in Section 3.6.

“Treasury Regulation” means a Treasury regulation promulgated under the Code.

1.2 Construction. Whenever the context requires, the gender of all words used in thisAgreement includes the masculine, feminine and neuter.

ARTICLE IIORGANIZATION

2.1 Formation of the Company and Business Purposes. The Company has beenorganized as a Delaware limited liability company by the filing of Certificate of Formation (suchCertificate of Formation, as amended from time to time, being referred to as the “Certificate”)under and pursuant to the Act for the purpose of engaging in any business that may be lawfullyconducted by a limited liability company under the Act. The Company shall operate under thename “SEBC Real Estate, LLC.” The Member may cause the Company to operate under anassumed name, in which case the Member shall file assumed or fictitious name filings as may berequired by applicable law.

2.2 Registered Office; Registered Agent; Principal Office in the United States;Other Offices. The registered office of the Company required by the Act to be maintained in theState of Delaware shall be the office of the initial registered agent named in the Certificate orsuch other office (which need not be a place of business of the Company) as the Manager maydesignate from time to time in the manner provided by law. The registered agent of theCompany in the State of Delaware shall be the initial registered agent named in the Certificate orsuch other Person or Persons as the Manager may designate from time to time in the mannerprovided by law. The principal office of the Company in the United States shall be at such placeas the Manager may designate from time to time, which need not be in the State of Delaware,and the Company shall maintain records there as required by the Act and shall keep the streetaddress of such principal office at the registered office of the Company in the State of Delaware.The Company may have such other offices as the Manager may designate from time to time.

2.3 Term. The term of the Company shall be perpetual unless the Company is woundup as provided in Section 8.1.

2.4 No State-Law Partnership. The Member and the Holder intend that theCompany not be a partnership (including, without limitation, a limited partnership) or jointventure and that no Person shall be deemed to be a partner or joint venturer of any other Personfor any purposes other than federal and state tax purposes, and this Agreement may not beconstrued to suggest otherwise.

2.5 Title to Company Property. All property owned by the Company, whether real orpersonal, tangible or intangible, shall be deemed to be owned by the Company, and neither theMember nor the Holder, individually, shall have any ownership of such property. The Companyshall hold all of its property in its own name.


2.6 Information. In addition to the other rights specifically set forth in thisAgreement (a) the Member is entitled to all information to which the members of an LLC areentitled to have access pursuant to the Act under the circumstances and subject to the conditionstherein stated, and (b) the Holder shall be entitled to those same information rights.

2.7 Liability to Third Parties. Neither the Member nor the Holder shall be liable forthe debts, obligations or liabilities of the Company, including under a judgment decree or orderof a court.

2.8 Action by Written Consent or Telephone Conference. Any action required orpermitted to be taken at any regular or special meeting of the Member or the Holder may betaken without a meeting, without prior notice, and without a vote, if a consent or consents inwriting, setting forth the action so taken, shall be signed by the Member or the Holder, asapplicable. A telegram, telex, cablegram or similar transmission by a Member or the Holder, ora photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member orthe Holder, shall be regarded as signed by the Member or the Holder for purposes of this Section2.8.

2.9 Prohibited Asset Sale. Prior to the second anniversary of the Issue Date, theCompany shall not, and shall not permit any of its subsidiaries to, cause, make or suffer to existan Asset Sale without the affirmative vote of two-thirds of the members of the Holder’s board ofdirectors.

ARTICLE IIICAPITAL CONTRIBUTIONS

3.1 Contributions. The Holder formed the Company by the contribution of the equityinterests in the Jacksonville Property Subsidiaries in exchange for the Obligation and theMembership Interest in the Company. The Holder then distributed the Membership Interest inthe Company to the Member. The initial Capital Accounts shall be as follows:

Member: Initial Capital Account shall be equal to $24 million.

Holder: Initial Capital Account shall be equal to $9 million.

3.2 Additional Capital Contributions. Neither the Member nor the Holder shall beobligated to make any additional Capital Contribution to the Company but may, in theirdiscretion, make such additional Capital Contributions as they individually see fit.

3.3 Return of Contributions. Neither the Member nor the Holder is entitled to thereturn of any part of its Capital Contribution or to be paid interest in respect of its CapitalContribution. An unrepaid Capital Contribution is not a liability of the Company, the Member orthe Holder. Neither the Member nor the Holder is required to contribute or to lend any cash orproperty to the Company to enable the Company to return any Person’s Capital Contribution.

3.4 Tax Treatment. The Holder, the Member and the Company agree andacknowledge that the Obligation constitutes an interest in the Company for federal income taxpurposes and neither shall take any action inconsistent with the treatment of the Obligation as anequity interest in the Company for any such purpose. None of the Holder, the Member or the


Company shall take any action that would prevent the Company from being treated as apartnership for federal income tax purposes (including electing pursuant to Section 761(a) of theCode to be excluded from the provisions of subchapter K of the Code), provided, that from andafter the time that Company has only a single Member (treating the Holder as a member of theCompany for this purpose), the Company shall be treated as a disregarded entity, within themeaning of Treasury Regulation § 301.7701-3 for federal income tax purposes. To the extentnecessary, the Company will timely take such actions to ensure that it is treated as a disregardedentity or partnership, as the case may be. The Company will elect corresponding treatment forall state and local tax purposes.

3.5 Loans to Company. Nothing in this Agreement shall prevent the Member frommaking secured or unsecured loans to the Company by agreement with the Company, providedthe Holder consents to such loan prior to any such loan being made. Loans by the Member to theCompany shall not be considered a Capital Contribution.

3.6 Tax Matters Partner. Member shall be designated as the tax matters partnerwithin the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Partner”). In suchcapacity, the Member shall have all of the rights, authority and power, and shall be subject to allof the obligations, of a tax matters partner to the extent provided in the Code and TreasuryRegulations. The Tax Matters Partner shall take such action as may be necessary to cause theHolder to become a “notice partner” within the meaning of Section 6223 of the Code.Notwithstanding anything herein to the contrary, for issues affecting the Capital Contribution bythe Holder, the Tax Matters Partner, in its capacity as such, shall not, without the prior approvalof the Holder, such approval not to be unreasonably withheld, (a) extend the statute of limitationsfor the assessment of any tax, (b) file a petition for judicial review of a “final partnershipadministrative adjustment” within the meaning of Section 6226(a) of the Code, (c) file a taxclaim, on behalf of the Company, in any court, or (d) submit any request for administrativeadjustment on behalf of the Company. The Tax Matters Partner shall notify the Holder, within30 Business Days after it receives notice from the Internal Revenue Service, of anyadministrative proceeding with respect to an examination of, or proposed adjustment to, anyCompany tax items. All reasonable out-of-pocket expenses and costs incurred by any TaxMatters Partner in its capacity as Tax Matters Partner shall be paid by the Company as anordinary expense of its business.

ARTICLE IVALLOCATIONS AND DISTRIBUTIONS

4.1 Allocations - Overview. The rules set forth below in this Article IV shall applyfor the purpose of determining the Member’s and the Holder’s allocable share of the items ofincome, gain, loss and expense of the Company comprising Profit or Loss of the Company foreach fiscal year, determining special allocations of other items of income, gain, loss and expense,and adjusting the balance of each Person’s Capital Account to reflect the aforementioned generaland special allocations. For each fiscal year, the special allocations in Sections 4.3 and 4.4 shallbe made immediately prior to the general allocations of Section 4.2.


4.2 General Allocations.

(a) Hypothetical Liquidation. The items of income, gain, loss and expense ofthe Company comprising Profits or Loss for a fiscal year shall be allocated among the Memberand the Holder in a manner that will, as nearly as possible, cause the Capital Account balance ofthe Member and the Holder at the end of such fiscal year to equal the excess (which may benegative) of:

(i) the amount of the hypothetical distribution (if any) that theMember and the Holder would receive if, on the last day of the fiscal year, (x) allCompany assets, including cash, were sold for cash in an amount equal to theirGross Asset Values, taking into account any adjustments thereto for such fiscalyear, (y) all Company liabilities were satisfied in cash according to their terms(limited, with respect to each Nonrecourse Liability or Member Nonrecourse Debtin respect of such Member, to the Gross Asset Values of the assets securing suchliability), and (z) the net proceeds thereof (after satisfaction of such liabilities)were distributed in full pursuant to Section 8.2 over

(ii) the sum of (x) the amount, if any, without duplication, that theMember and the Holder would be obligated to contribute to the capital of theCompany, (y) such Person’s share of Company Minimum Gain determinedpursuant to Treasury Regulation Section 1.704-2(g) and (z) such Person’s share ofMember Nonrecourse Debt Minimum Gain determined pursuant to TreasuryRegulation Section 1.704-2(i)(5), all computed as of the hypothetical saledescribed in Section 4.2(a)(i) above.

Provided however, that under no circumstances shall any allocation made under this Section4.2(a) have the effect of shifting capital from either the Member to the Holder or vice versa.

(b) Loss Limitation. Notwithstanding anything to the contrary in this Section4.2, the amount of items of Company expense and loss allocated pursuant to this Section 4.2 tothe Member and the Holder shall not exceed the maximum amount of such items that can be soallocated without causing such Person to have an Adjusted Capital Account Deficit at the end ofany fiscal year, unless each Person would have an Adjusted Capital Account Deficit. All suchitems in excess of the limitation set forth in this Section 4.2(b) shall be allocated first, to theMember in full until the Member would have an Adjusted Capital Account Deficit, then to theHolder until the Holder would have an Adjusted Capital Account Deficit, and thereafter, to theMember.

4.3 Special Allocations. The following special allocations shall be made in thefollowing order:

(a) Minimum Gain Chargeback. Except as otherwise provided in TreasuryRegulation § 1.704-2(f), notwithstanding any other provision of this Section 4, if there is a netdecrease in Company Minimum Gain during any fiscal year, the Member and the Holder shall bespecially allocated items of Company income and gain for such fiscal year (and, if necessary,subsequent fiscal years) in an amount equal to such Person’s share of the net decrease inCompany Minimum Gain, determined in accordance with Treasury Regulation § 1.704-2(g).


Allocations pursuant to the previous sentence shall be made in proportion to the respectiveamounts required to be allocated to each Person pursuant thereto. The items to be so allocatedshall be determined in accordance with Treasury Regulation § 1.704-2(f)(6) and 1.704-2(j)(2).This Section 4.3(a) is intended to comply with the minimum gain chargeback requirement inTreasury Regulation § 1.704-2(f) and shall be interpreted consistently therewith.

(b) Member Minimum Gain Chargeback. Except as otherwise provided inTreasury Regulation § 1.704-2(i)(4), notwithstanding any other provision of this Section 4, ifthere is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a MemberNonrecourse Debt during any fiscal year, each Person who has a share of the MemberNonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined inaccordance with Treasury Regulation § 1.704-2(i)(5), shall be specially allocated items ofCompany income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in anamount equal to such Person's share of the net decrease in Member Nonrecourse Debt MinimumGain attributable to such Member Nonrecourse Debt, determined in accordance with TreasuryRegulation § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made inproportion to the respective amounts required to be allocated to each Person pursuant thereto.The items to be so allocated shall be determined in accordance with Treasury Regulations §§1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b) is intended to comply with the minimumgain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall beinterpreted consistently therewith.

(c) Qualified Income Offset. In the event that either the Member or theHolder unexpectedly receives any adjustments, allocations, or distributions described in TreasuryRegulations §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), itemsof Company income and gain shall be allocated to such Person in an amount and mannersufficient to eliminate, to the extent required by the Treasury Regulation, the Adjusted CapitalAccount Deficit of such Person as quickly as possible; provided that an allocation pursuant tothis Section 4.3(c) shall be made only if and to the extent that such Person would have anAdjusted Capital Account Deficit after all other allocations provided for in this Section 4 havebeen tentatively made as if this Section 4.3(c) were not in this Agreement.

(d) Gross Income Allocation. In the event that any Person has an AdjustedCapital Account Deficit at the end of any fiscal year, each such Person shall be allocated items ofCompany income and gain in the amount of such deficit as quickly as possible; provided that anallocation pursuant to this Section 4.3(d) shall be made only if and to the extent that such Personwould have an Adjusted Capital Account Deficit after all other allocations provided for in thisSection 4 have been tentatively made as if Section 4.3(a) and this Section 4.3(d) were not in thisAgreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal yearshall be specially allocated between the Holder and the Member in proportion to their positiveCapital Account balances.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductionsfor any fiscal year shall be specially allocated to the Person who bears the economic risk of loss


with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductionsare attributable in accordance with Treasury Regulation § 1.704-2(i)(1).

(g) Code Section 754 Adjustments. To the extent an adjustment to theadjusted tax basis of any Company asset, pursuant to Code Section 734(b) or CodeSection 743(b) is required, pursuant to Treasury Regulations §§ 1.704-1(b)(2)(iv)(m)(2) or1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result ofa distribution to a Person in complete liquidation of such Person’s interest in the Company, theamount of such adjustment to Capital Accounts shall be treated as an item of gain (if theadjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) andsuch gain or loss shall be specially allocated to the Member and the Holder in accordance withtheir interests in the Company in the event Treasury Regulation § 1.704-1(b)(2)(iv)(m)(2)applies, or to the Person to whom such distribution was made in the event Treasury Regulation §1.704-1(b)(2)(iv)(m)(4) applies.

4.4 Other Allocation Rules.

(a) Profits, Losses, and any other items of income, gain, loss, or deductionshall be allocated to the Member and the Holder pursuant to this Section 4 as of the last day ofeach fiscal year; provided that Profits, Losses, and such other items shall also be allocated atsuch times as the Gross Asset Values of the Company’s assets are adjusted pursuant to thedefinition of “Gross Asset Value” as if such date were the last day of a fiscal year.

(b) For purposes of determining the Profits, Losses, or any other itemsallocable to any period, Profits, Losses, and any such other items shall be determined through aclosing of the books method (and shall be prorated by day within each period) consistent withCode Section 706 and the Treasury Regulations thereunder.

(c) The Member and the Holder are aware of the income tax consequences ofthe allocations made by this Section 4 and hereby agree to be bound by the provisions of thisSection 4 in reporting their shares of Company income and loss for income tax purposes.

4.5 Tax Allocations.

(a) All items of income, gain, loss and deduction of the Company shall beallocated, for federal, state and local income tax purposes, among the Member and Holder asclosely as possible in accordance with the allocation of the corresponding items of income, gain,loss and deduction for purposes of computing their Capital Accounts.

(b) In accordance with Code Section 704(c) and the Treasury Regulationsthereunder, income, gain, loss, and deduction with respect to any property contributed to thecapital of the Company shall, solely for tax purposes, be allocated between the Member and theHolder so as to take account of any variation between the adjusted basis of such property to theCompany for federal income tax purposes and its initial Gross Asset Value (computed inaccordance with the definition of Gross Asset Value). Such allocation shall be made inaccordance with the remedial allocation method described by Treasury Regulation § 1.704-3(d).


(c) In the event the Gross Asset Value of any property is adjusted pursuant tosubparagraph (b) of the definition of Gross Asset Value, subsequent allocations of income, gain,loss, and deduction with respect to such property shall take account of any variation between theadjusted basis of such property for federal income tax purposes and its Gross Asset Value in thesame manner as under Code Section 704(c) and the Treasury Regulations thereunder. Suchallocation shall be made in accordance with the remedial allocation method described inTreasury Regulation § 1.704-3(d)).

(d) Any elections or other decisions relating to such allocations, to the extentnot expressly set forth herein, shall be made by the Manager reasonably and in good faith toreflect the purpose and intention of this Agreement. Allocations pursuant to this Section 4.5 aresolely for purposes of federal, state, and local taxes and shall not affect, or in any way be takeninto account in computing, any Person’s Capital Account or share of Profits, Losses, other items,or distributions pursuant to any provision of this Agreement.

4.6 Distributions of Available Operating Cash. The Manager shall cause theCompany, from time to time, but no less often than annually and at such other times ascontemplated herein (e.g. in Sections 8.2 and 9.1) to distribute all of its Available OperatingCash, as follows:

(a) First, to the Holder in an amount equal to the excess, if any, of (i) thecumulative amount of the Fixed Return from the Issue Date through the date of such payment,over (ii) the cumulative amounts theretofore distributed to the Holder pursuant to this Section4.6(a) and Section 4.7(a) (but with regard to Section 4.7(a), solely amounts previously paid withreference to Section 9.1(a)); and

(b) Second, to the extent of any undistributed Available Operating Cash as ofimmediately prior to such payment, 10% of such amount to the Holder and 90% of such amountto the Member.

4.7 Non-Liquidating Distributions of Asset Sale Proceeds. In the event of an AssetSale prior to liquidation under Section 8.2, the Manager shall cause the Company to distribute allof its Asset Sale Proceeds, as soon as reasonably possible after receipt, as follows:

(a) First, to the Holder in the order as set forth in Section 9.1; and

(b) Second, any balance thereafter remaining to the Member.

Notwithstanding the foregoing provisions of 4.7(a) and 4.7(b) of this Section, if the distributionsof Asset Sale Proceeds under Section 4.7(a) of this Section (pursuant to Sections 9.1(a), (b), and(c)) would result in repayment in full of the entire then-outstanding principal amount of theObligation, then the non-liquidating distributions of Asset Sale Proceeds provided for in thisSection 4.7 shall instead be considered a payout at redemption, and Section 9.1 rather than thisSection 4.7 shall apply as if the Company had timely initiated redemption of the Obligationpursuant to Section 9.1.

4.8 Withholding All amounts properly withheld pursuant to the Code or anyprovision of any state, local, or foreign tax law with respect to any payment, distribution, or


allocation to the Company, the Member or the Holder shall be treated as amounts paid ordistributed, pursuant to Sections 4.6, 4.7 or 8.2 as the case may be, to the Person with respect towhich such amount was withheld for all purposes under this Agreement. The Company isauthorized to withhold from payments and distributions, or with respect to allocations, to theMember or the Holder, and to pay over to any federal, state, and local government or any foreigngovernment, any amounts required to be so withheld pursuant to the Code or any provisions ofany other federal, state, or local law or any foreign law, and shall allocate any such amounts tothe Member or the Holder with respect to which such amount was withheld. Any taxes withheldpursuant to this Section 4.8 shall be treated as if distributed to the Member or the Holder, asapplicable, to the extent an amount equal to such withheld taxes would then be distributable tosuch Person, and, to the extent in excess of such distributable amounts, as a demand loan payableby the Member or the Holder, as applicable, to the Company with interest at a rate of [5.0]percent, compounded quarterly. The Manager may, in its discretion, either demand payment ofthe principal and accrued interest on such demand loan at any time, and enforce payment thereofby legal process, or may withhold from one or more distributions to the Member or the Holder,as applicable, amounts sufficient to satisfy such Person’s obligations under any such demandloan.

ARTICLE VMANAGEMENT

5.1 Management by Manager. The business and affairs of the Company shall bemanaged by a manager (the “Manager”). The Manager shall be appointed by the Member. TheManager may be removed and replaced with or without cause at the election of the Member withthe consent of the Holder (which consent shall not be unreasonably withheld). The initialManager shall be SEBC Holdings, LP, a Delaware limited partnership.

5.2 Officers. The Company shall not be required to have any officers; provided thatthe Manager may appoint one or more officers of the Company. Any officers so designated shallhave such authority and perform such duties as the Manager may, from time to time, delegate tothem, provided that any act taken by an officer shall have been authorized by the Manager, orfall within the scope of the powers granted to such officer by the Manager. The Manager mayassign titles to particular officers. Unless the Manager decides otherwise, if the title is onecommonly used for officers of a for-profit corporation formed under the Delaware GeneralCorporation Law, the assignment of such title shall constitute the delegation to such officer ofthe authority and duties that are normally associated with that office, subject to the limitations setforth above in this Section 5.2 and subject to any specific delegation or limitation of authorityand duties made to such officer by the Manager pursuant to the foregoing. Two or more officesmay be held by the same person. Each officer shall hold office until his earlier death,resignation, retirement, disqualification or removal from office and until his successor shall havebeen duly appointed and qualified. The compensation of the officers shall be determined by theManager. Whenever any vacancies shall occur in any office by death, resignation, increase inthe number of officers of the Company or otherwise, the same shall be filled by the Manager,and the officer so appointed shall hold office for the unexpired portion of such term or until hissuccessor is chosen and qualified. Any officer or agent appointed by the Member may beremoved by the Manager, with or without cause, whenever in its judgment the best interests ofthe Company will be served thereby, but such removal shall be without prejudice to the contract


rights, if any, of the person so removed. Appointment of an officer or agent shall not of itselfcreate contract rights.

ARTICLE VIINDEMNIFICATION

6.1 Right to Indemnification. Subject to the limitations and conditions as providedin this Article VI, each Person who was or is made a party or is threatened to be made a party toor is involved in any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appealin such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, byreason of the fact that he or she, or a Person of whom he or she is the legal representative, is orwas the Member, the Holder, or Manager of the Company or an officer, director, manager oremployee thereof (each, an “Indemnified Person”) or while an Indemnified Person is or wasserving at the request of the Company as a manager, director, officer, partner, venturer,proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limitedliability company, corporation, partnership, joint venture, sole proprietorship, trust, employeebenefit plan or other enterprise, shall be indemnified by the Company to the fullest extentpermitted by the Act, as the same exist or may hereafter be amended (but, in the case of any suchamendment, only to the extent that such amendment permits the Company to provide broaderindemnification rights than said law permitted the Company to provide prior to such amendment)against judgments, penalties (including excise and similar taxes and punitive damages), fines,settlements and reasonable expenses (including, without limitation, attorneys’ fees) actuallyincurred by such Person in connection with such Proceeding, and indemnification under thisArticle VI shall continue as to a Person who has ceased to serve in the capacity which initiallyentitled such Person to indemnity hereunder. The rights granted pursuant to this Article VI shallbe deemed contract rights, and no amendment, modification or repeal of this Article VI shallhave the effect of limiting or denying any such rights with respect to actions taken orProceedings arising prior to any such amendment, modification or repeal. IT IS EXPRESSLYACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLEVIII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDERTHEORIES OF STRICT LIABILITY.

6.2 Advance Payment. The right to indemnification conferred in this Article VI shallinclude the right to be paid or reimbursed by the Company the reasonable expenses incurred by aPerson of the type entitled to be indemnified under Section 6.1 who was, is or is threatened to bemade a named defendant or respondent in a Proceeding in advance of the final disposition of theProceeding and without any determination as to the Person’s ultimate entitlement toindemnification; provided, however, that the payment of such expenses incurred by any suchPerson in advance of the final disposition of a Proceeding shall be made only upon delivery tothe Company of a written affirmation by such Person of his or her good faith belief that he hasmet the standard of conduct necessary for indemnification under this Article VI and a writtenundertaking, by or on behalf of such Person, to repay all amounts so advanced if it shallultimately be determined that such indemnified Person is not entitled to be indemnified underthis Article VI or otherwise.


6.3 Indemnification of Officers, Employees and Agents. The Company, by adoptionof a resolution of the Manager, may indemnify and advance expenses to an officer, employee oragent of the Company to the same extent and subject to the same conditions under which it mayindemnify and advance expenses to an Indemnified Person under this Article VI; and theCompany, by adoption of a resolution of the Manager, may indemnify and advance expenses toPersons who are not or were not officers, employees or agents of the Company but who are orwere serving at the request of the Company as a manager, director, officer, partner, venturer,proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limitedliability company, corporation, partnership, joint venture, sole proprietorship, trust, employeebenefit plan or other enterprise against any liability asserted against him and incurred by him insuch a capacity or arising out of his status as such a Person to the same extent that it mayindemnify and advance expenses to an Indemnified Person under this Article VI.

6.4 Appearance as a Witness. Notwithstanding any other provision of thisArticle VI, the Company may pay or reimburse expenses incurred by an Indemnified Person inconnection with his or her appearance as a witness or other participation in a Proceeding at atime when he or she is not a named defendant or respondent in the Proceeding.

6.5 Nonexclusivity of Rights. The right to indemnification and the advancement andpayment of expenses conferred in this Article VI shall not be exclusive of any other right that anIndemnified Person indemnified pursuant to this Article VI may have or hereafter acquire underany law (common or statutory), any provision of this Agreement or otherwise.

6.6 Insurance. The Company may purchase and maintain insurance, at its expense,to protect itself and an Indemnified Person against any expense, liability or loss, whether or notthe Company would have the power to indemnify such an Indemnified Person against suchexpense, liability or loss under this Article VI.

6.7 Member Notification. To the extent required by law, any indemnification of oradvance of expenses to an Indemnified Person in accordance with this Article VI shall bereported in writing to the Member and the Holder promptly following the date of theindemnification or advance.

6.8 Savings Clause. If this Article VI or any portion hereof shall be invalidated onany ground by any court of competent jurisdiction, then the Company shall neverthelessindemnify and hold harmless each Indemnified Person indemnified pursuant to this Article VIIIas to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement with respect to any action, suit or proceeding, whether civil, criminal,administrative or investigative to the full extent permitted by any applicable portion of thisArticle VI that shall not have been invalidated and to the fullest extent permitted by applicablelaw.


ARTICLE VIIBOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

7.1 Maintenance of Books. The Company shall keep books and records of accountsand shall keep minutes of the proceedings of the Manager, the Member and the Holder. Thebooks of account for the Company shall be maintained on a method approved by the Manager inaccordance with the terms of this Agreement. The calendar year shall be the fiscal year of theCompany.

7.2 Accounts. A Person designated by the Manager shall establish and maintain oneor more separate bank and investment accounts and arrangements for Company funds in theCompany name with financial institutions and firms approved by the Manager. Such Personmay not commingle the Company’s funds with the funds of the Member, the Holder, or theManager.

ARTICLE VIIIWINDING UP

8.1 Events Requiring Winding Up. The Company shall be wound up on the first tooccur of the following:

(a) the written consent of the Member and the Holder;

(b) the entry of a decree of judicial winding up of the Company underSubchapter G of Chapter 11 of the Act; and

(c) the disposition of all of the assets of the Company and the distribution ofthe proceeds from such disposition(s) to the Member and the Holder, as applicable.

8.2 Liquidation and Termination. If an event requiring the winding up of theCompany occurs, the Manager shall act as liquidator. The liquidator shall proceed diligently towind up the affairs of the Company and make final distributions as provided herein and in theAct. The costs of liquidation shall be borne as a Company expense. Until final distribution, theliquidator shall continue to operate the Company properties with all of the power and authorityof the Manager. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after an event of winding up and again after finalliquidation, the liquidator shall cause a proper accounting to be made by a recognizedfirm of certified public accountants of the Company’s assets, liabilities and operationsthrough the last day of the calendar month in which an event of winding up occurs or thefinal liquidation is completed, as applicable;

(b) the liquidator shall cause the appropriate notice to be mailed to eachknown Holder of and claimant against the Company;

(c) the liquidator shall pay, satisfy or discharge from Company funds all ofthe debts, liabilities and obligations of the Company (including, without limitation, allexpenses incurred in liquidation and any loans described in Section 3.5) or otherwise


make adequate provision for payment and discharge thereof (including, withoutlimitation, the establishment of a cash escrow fund for contingent liabilities in suchamount and for such term as the liquidator may reasonably determine); and

(d) the liquidator shall determine the fair market value of all remaining assetsof the Company, and allocate any Profits or Losses resulting from an assumed sale basedon such determination pursuant to Article IV hereof and then shall distribute to theMember and the Holder, either in cash or in kind, in the following manner:

(i) First, to the Holder, an amount equal to the excess, if any, of (1) thecumulative amount of the Fixed Return from the Issue Date through the date ofdistribution hereunder, over (2) the cumulative amounts theretofore distributed tothe Holder pursuant to Section 4.6(a), Section 4.7(a) (but with regard to Section4.7(a), solely amounts previously paid with reference to Section 9.1(a)), and thisSection 8.2(d)(i);

(ii) Second, to the extent of any undistributed Available Operating Cashas of immediately prior to commencement of the liquidating distributions underthis Section 8.2 (reduced by any amount distributed under Section 8.2(d)(i)above), 10% of such amount to the Holder and 90% of such amount to theMember;

(iii) Third, to the Holder, the entire then-outstanding principal amount ofthe Obligation;

(iv) Fourth, to the Holder, until the Holder shall have received, 10.00% ofthe excess of (x) the cumulative sum, up to the date of such distribution, of therealized and unrealized value of the total assets of the Company, over (y) the sumof $33 million and the aggregate Fixed Return paid, or accrued and unpaid, sincethe Issue Date; and

(v) Fifth, the remainder to the Member.

ARTICLE IXREDEMPTION OF THE OBLIGATION

9.1 Payout At Redemption. The Company may redeem the Obligation, in whole andnot in part, at any time after the second anniversary date of its issuance. Upon such aredemption, other than in connection with a liquidation of the Company, the Company shall payto the Holder, as the holder of the Obligation, an amount in cash equal to the sum of thefollowing:

(a) an amount equal to the excess, if any, of (i) the cumulative amount of theFixed Return from the Issue Date through the date of such payment, over (ii) the cumulativeamounts theretofore distributed to the Holder pursuant to Section 4.6(a) and Section 4.7(a) (butwith regard to Section 4.7(a), solely amounts previously paid with reference to this Section9.1(a));


(b) an amount equal to 10% of undistributed Available Operating Cash as ofimmediately prior to the date of such payment (reduced by any amount simultaneouslydistributed under Section 9.1(a) above);

(c) the entire then-outstanding principal amount of the Obligation; and

(d) 10.00% of the excess of (i) the cumulative sum, up to the date of suchpayment, of the realized and unrealized value of the total assets of the Company, over (ii) thesum of $33 million and the aggregate Fixed Return paid, or accrued and unpaid, since the IssueDate of the Obligation.

9.2 Notice of Redemption. To redeem the Obligation, the Company shall mail anotice to the Holder holding the Obligation not less than fifteen (15) calendar days nor more thanforty-five (45) calendar days prior to the date fixed for redemption. Such notice of redemptionshall be addressed to the Holder at the address for the Holder appearing on the books of theCompany. The notice of redemption shall state (a) the proposed date of redemption, and (b) anestimate of the applicable redemption price.

9.3 Surrender of Obligation; Effect. On or after such redemption date, the Holdershall surrender any evidence of the Obligation previously issued by the Company at the placedesignated in the notice of redemption, if any, and against such surrender the redemption priceshall be paid to the Holder, and any evidence of the Obligation shall be canceled. Upon suchcancellation, the Obligation shall no longer be outstanding and no further allocations ordistributions on the Obligation shall be made by the Company.

ARTICLE XAUTOMATIC CONVERSION OF THE OBLIGATION TO PREFERRED EQUITY

10.1 Conversion Date. If the Obligation remains outstanding on the earlier of (a) theseventh anniversary of the Issue Date, and (b) the redemption of all of the SEBC SeniorPreferred Stock, the Obligation shall be converted to and redesignated as, without any furtheraction on the part of the Company or the holder of the Obligation, a preferred equity unit (the“Preferred Equity Unit”) in the Company (the “Redesignation”).

10.2 Preferred Equity Unit Terms. The Preferred Equity Unit shall have an initialCapital Account entitlement equal to the Capital Account of the Holder at the time immediatelyprior to the Redesignation. From and after the time of the Redesignation, each provision of thisAgreement shall apply to the Preferred Equity Unit as though it were the interest of the Holder inthe Obligation, and each Preferred Equity Unit shall have all of the economics, rights andbenefits hereunder as if it continued to be the Obligation (except with respect to Section 10.1).

10.3 Mandatory Redemption of Preferred Equity Unit. The Preferred Equity Unitshall be subject to mandatory redemption on the seventh anniversary of the issuance of thePreferred Equity Unit on the terms specified for a redemption of the Obligation in Article 9hereof.

10.4 Other Terms and Conditions Applicable to the Preferred Equity Unit. Except asotherwise provided in this Article X, the holder of the Preferred Equity Unit shall be entitled to


all rights of, and subject to all obligations imposed on, the Holder with respect to the Obligation,other than Section 10.1 as if it had continued to be the Holder; and all references herein toHolder shall after the Redesignation be deemed to refer to the holder of the Preferred EquityUnit.

ARTICLE XIGENERAL PROVISIONS

11.1 Notices. Except as expressly set forth to the contrary in this Agreement, allnotices, requests or consents provided for or permitted to be given under this Agreement must bein writing and must be given either by depositing that writing in the United States mail,addressed to the recipient, postage paid and registered or certified with return receipt requestedor by delivering that writing to the recipient in person, by courier or by facsimile transmission;and a notice, request or consent given under this Agreement is effective on receipt by the Personto receive it. All notices, requests and consents to be sent to the Member or the Holder must besent to or made at the addresses given for the Member or the Holder on the signature page hereofor such other address as the Member or Holder may specify by notice to the other Person.Whenever any notice is required to be given by law, the Certificate or this Agreement, a writtenwaiver thereof, signed by the Person entitled to notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice.

11.2 Entire Agreement. This Agreement constitutes the entire agreement of theMember, the Holder and their affiliates relating to the Company and supersedes all priorcontracts or agreements with respect to the Company, whether oral or written.

11.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or ofany breach or default by any Person in the performance by that Person of its obligations withrespect to the Company is not a consent or waiver to or of any other breach or default in theperformance by that Person of the same or any other obligations of that Person with respect tothe Company. Failure on the part of a Person to complain of any act of any Person or to declareany Person in default with respect to the Company, irrespective of how long that failurecontinues, does not constitute a waiver by that Person of its rights with respect to that defaultuntil the applicable statute-of-limitations period has run.

11.4 Amendment or Modification. This Agreement may be amended or modifiedfrom time to time only by a written instrument and executed and agreed to by the Member andthe affirmative vote of two-thirds of the members of the Holder’s board of directors.

11.5 Conflict of Interest; No Implied Duties. To the extent that, at law or in equity,the Manager has duties (including fiduciary duties) and liabilities relating to the Company, theMember, the Holder or the Manager acting in connection with the Company’s affairs shall not beliable to the Company or to the Member or the Holder for its good faith reliance on theprovisions of this Agreement, which, to the extent that they restrict the duties and liabilities orrights and powers otherwise existing at law or in equity, are agreed by the Member and theHolder to replace such other duties, liabilities, rights and powers. Neither the Member nor theHolder shall be required to act hereunder as its sole and exclusive business activity and theMember and the Holder may have other business interests and engage in other activities in


addition to those relating to the Company, including those which might compete with theCompany; however, the foregoing shall not limit or impair the Member’s or the Holder’sobligation under any contract or other agreement between the Company and such Person. Noneof the Company, the Member, or the Holder shall have any right by virtue of this Agreement inor to any other interests or activities or to the income or proceeds derived therefrom. TheMember and the Holder may transact business with the Company and, subject to applicable laws,has the same rights and obligations with respect thereto as any other Person. No transactionbetween the Member (or its affiliates), the Holder, and the Company shall be voidable solelybecause the Member or the Holder has a direct or indirect interest in the transaction.

11.6 Binding Effect. This Agreement is binding on and inures to the benefit of theMember and the Holder and their respective heirs, legal representatives, successors and assigns.

11.7 Governing Law; Severability. This agreement is governed by and shall beconstrued in accordance with the laws of the state of Delaware. If any provision of thisAgreement or the application thereof to any Person or circumstance is held invalid orunenforceable to any extent, the remainder of this Agreement and the application of thatprovision to other Persons or circumstances is not affected thereby and that provision shall beenforced to the greatest extent permitted by law.

11.8 Further Assurances. In connection with this Agreement and the transactionscontemplated hereby, the Member and the Holder shall execute and deliver any additionaldocuments and instruments and perform any additional acts that may be necessary or appropriateto effectuate and perform the provisions of this Agreement and those transactions.

11.9 Subdivision Titles. Titles appearing at the beginning of the articles, sections,subsections and other subdivisions of this Agreement are for convenience only and shall notaffect the construction of this Agreement.

11.10 Counterparts. This Agreement may be executed in any number of counterpartswith the same effect as if all signing parties had signed the same document. All counterpartsshall be construed together and constitute the same instrument.


IN WITNESS WHEREOF, the Member and the Holder have executed this Agreement tobe effective as of the date set forth above.

Holder of the Membership Interest:

SEBC Holdings, LP

By SCS Management LLC,its general partner

By:Name: Paul EdwardsTitle:

Address for notices:

Holder of the Obligation:

Southeast Banking Corporation

By:Name:Title:

Address for notices:

AGREED AND ACCEPTED:

Manager:

SEBC Holdings, LP

By: SCS Management LLCits general partner

By:___________________Name: Paul Edwards


SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT, dated as of[ ], 2009 (this “Agreement”), is by and between [J Beck & Associates, Inc. in the]capacity as Disbursing Agent (the “Disbursing Agent”) under the Plan (as definedbelow), [__________], as custodian (the “Custodian”) of the Securities (as definedbelow)1, SEBC Financial Corporation (formerly known as Southeast BankingCorporation), a Florida corporation (“Reorganized SEBC”), SEBC Holdings, LP, aDelaware limited partnership (“SEBC Holdings”), and Modena 2004-1 LLC, a Delawarelimited liability company (“Investor”). Capitalized terms used and not otherwise definedherein shall have the respective meanings ascribed to such terms in the Plan (as definedbelow).

WHEREAS, the Trustee has caused the preparation of a the ThirdAmended Chapter 11 Plan of Reorganization of Southeast Banking Corporation (asamended, supplemented or modified from time to time, the “Plan”), which describes,among other things, this Agreement and the implementation thereof;

WHEREAS, the Plan was confirmed by the Bankruptcy Court on___________, 2009;

WHEREAS, the Disbursing Agent has been duly appointed by theTrustee to serve as the disbursing agent for certain Distributions pursuant to the Plan;

WHEREAS, in accordance with Section 5.7 of the Plan, Investor isobligated to purchase certain securities of SEBC Holdings, LP and Reorganized SEBC inlieu of the issuance of such securities to Holders of Noteholder Claims and AllowedClass 3 Claims (collectively, the “Creditors”) as part of the Mixed Securities Distribution,upon the terms and subject to the conditions set forth in this Agreement and the Plan;

WHEREAS, pursuant to the Plan, the Custodian has been appointed ascustodian to hold the Mixed Securities Distribution on behalf of those Creditors entitledand qualified to receive the component securities thereof pending certain determinationsset forth in this Agreement and to thereafter deliver the Mixed Securities Distribution inaccordance with this Agreement and the Plan.

NOW, THEREFORE, in consideration of the premises and therepresentations, warranties and covenants contained in this Agreement and other valuableconsideration, the receipt of which hereby is acknowledged, the Disbursing Agent andInvestor hereby agree as follows:

1 If Disbursing Agent can serve as custodian, then the separate concept would beeliminated.


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ARTICLE I

PURCHASE AND SALE OF COMMON SHARES

Section 1.01. Delivery of Securities. (a) Upon the terms and subjectto the conditions set forth herein and the Plan, and in reliance on the representations,warranties and covenants contained herein, the Custodian, acting on behalf of theCreditors pursuant to Section [3.5] of the Plan, agrees to deliver to Investor, and Investoragrees to accept from the Custodian, at the Closing (as hereinafter defined), SEBCHoldings Senior Preferred Units and shares of Reorganized SEBC Series K JuniorPreferred Stock (collectively, the “Securities”) having an aggregate face amount of SixMillion Five Hundred Thousand Dollars ($6,500,000) for an aggregate purchase price(the “Purchase Price”) equal to Six Million Five Hundred Thousand Dollars($6,500,000). [The Securities purchased hereunder shall be deemed to have beenpurchased from the Creditors on whose behalf such Securities were being held by theCustodian.]

(b) The delivery of the Securities shall be implemented in accordancewith Section 5.7 of the Plan. Pursuant thereto, as promptly as practical after the later of(x) the final date for the return of Creditor Questionnaires and (y) the date of the entry ofa Final Order approving the Global Settlement Order Reallocation Formula, but in anyevent not more than [30] days after such later date, Reorganized SEBC shall provide toInvestor, SEBC Holdings and the Disbursing Agent a statement (the “PurchaseDesignation”) designating (i) the number of shares of Reorganized SEBC Series K JuniorPreferred Stock (“Series K Stock”) and SEBC Holdings Senior Preferred Units (“SeniorUnits”) to be purchased by Investor pursuant to this Agreement and the Plan, (ii) thenames of the Creditors from whom such purchases are deemed to occur, (iii) the names ofthe Creditors to whom any shares of Series K Stock and Senior Units not being purchasedunder this Agreement are to be issued and (iv) the amounts of such securities to be issuedto each Creditor. Reorganized SEBC shall prepare the Purchase Designation such thatthat (1) there will not be more than 250 holders of record of the Series K Stock forpurposes of the registration and periodic reporting obligations under the SecuritiesExchange Act of 1934, as amended, (2) only Qualified Creditors shall receive shares ofSeries K Stock and (3) each Creditor shall receive (A) a Pro Rata Share of $6,500,000 inCash delivered under this Agreement and (B) a Pro Rata Share of an aggregate of$4,000,000 face amount of Securities, all in accordance with the Plan, subject, however,to redistribution as provided in Section 3.6 of the Plan. Investor, the Disbursing Agentand SEBC Holdings shall have 10 Business Days after receipt of the PurchaseDesignation (the “Objection Period”) to notify Reorganized SEBC of any objectionthereto. If any such objection is timely given, then Investor, the Disbursing Agent, SEBCHoldings and Reorganized SEBC shall immediately negotiate in good faith to resolveany such objection and shall jointly agree upon a revision thereto (the “Revised PurchaseDesignation”), which agreement shall be reached not more than five Business Days afterthe receipt of such objection. The Closing (as defined below) shall occur not more thanfive Business Days after the Objection Period has ended provided that no timelyobjection shall have been given or if an objection is timely given, the issuance of theRevised Purchase Designation.


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Section 1.02. Closing. The closing of the purchase and sale of theSecurities hereunder (the “Closing”)shall occur on the date set forth in Section 1.02(b)above, or on such other date upon which the parties hereto shall mutually agree (the“Closing Date”).

Section 1.03. Custodian Closing Deliveries. At the Closing, theCustodian shall deliver or cause to be delivered to Investor the Securities to be purchasedby Investor in accordance with the Purchase Designation or the Revised PurchaseDesignation, as the case may be. The Custodian shall deliver or cause to be delivered toReorganized SEBC and SEBC Holdings, the balance of the Series K Stock and SeniorUnits, respectively, and Reorganized SEBC and SEBC Holdings shall each instruct itstransfer agent to issue to the Creditors such balance of the Series K Stock and the SeniorUnits, as the applicable, in accordance with the Purchase Designation or the RevisedPurchase Designation, as the case may be.

Section 1.04. Investor Closing Deliveries. At the Closing, Investorshall deliver or cause the Purchase Price to be delivered to or upon the order of theDisbursing Agent, by wire transfer in immediately available funds to an accountdesignated by the Disbursing Agent or by certified or cashier’s check payable to or uponthe order of the Disbursing Agent, which amount the Disbursing Agent shall cause to bepaid to the Creditors in accordance with the Plan and the Purchase Designation.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF REORGANIZED SEBC, SEBCHOLDINGS, THE DISBURSING AGENT AND CUSTODIAN

Reorganized SEBC, SEBC Holdings, the Disbursing Agent and theCustodian, each as to itself, severally represents and warrants to each other party to thisAgreement as follows:

Section 2.01. Authorization. This Agreement has been duly executedand delivered by such party and constitutes the valid, legal and binding obligation of suchparty, enforceable against such party in accordance with its terms, assuming the dueexecution and delivery thereof by each other party, subject to (i) the effects ofbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and otherlaws relating to or affecting creditors’ rights generally and (ii) general equitableprinciples (whether considered in a proceeding in equity or at law).

Section 2.02. No Conflicts; Consents.

(a) Neither the execution and delivery of this Agreement nor theconsummation of the transactions contemplated hereby will conflict with or result in abreach or violation of: (i) the Plan or (ii) the terms of any material agreement to whichsuch party is a party or by which Disbursing Agent is bound.

(b) No consent, approval or authorization of or filing with anygovernmental authority or other third party is required to be obtained or made by such


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party in connection with the execution and delivery of this Agreement and theperformance by such party of its obligations hereunder, except such as have beenobtained or made and are in full force and effect.

(c) Section 2.04. No Registration under Securities Act. In relianceupon on the representations and warranties of Investor in Sections 3.04 and 3.05 of thisAgreement, it is not necessary in connection with the sale of the Securities pursuant tothis Agreement to register such Securities under the Securities Act of 1933, as amended(the “Securities Act”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor represents and warrants to the other parties to this Agreement asfollows:

Section 3.01. Organization and Good Standing. Investor is a limitedliability company duly organized, validly existing and in good standing under the laws ofthe State of Delaware. Investor has all requisite limited liability company power andauthority to execute and deliver this Agreement and to perform its obligations hereunder.

Section 3.02. Authorization. The execution and delivery by Investorof this Agreement and the performance of its obligations hereunder have been dulyauthorized by all necessary limited liability company or other action on the part ofInvestor. This Agreement has been duly executed and delivered by Investor andconstitutes the valid, legal and binding obligation of Investor, enforceable againstInvestor in accordance with its terms, assuming the due execution and delivery by theTrustee, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance,reorganization, moratorium and other laws relating to or affecting creditors’ rightsgenerally and (ii) general equitable principles (whether considered in a proceeding inequity or at law).

Section 3.03. No Conflicts; Consents.

(a) Neither the execution and delivery of this Agreement nor theconsummation of the transactions contemplated hereby will conflict with or result in abreach or violation of: (i) the organizational documents of Investor, (ii) any provision oflaw applicable to Investor or (iii) the terms of any material agreement to which Investoris a party or by which Investor is bound.

(b) No consent, approval or authorization of or filing with anygovernmental authority or other third party is required to be obtained or made by Investorin connection with the execution and delivery of this Agreement, and the performance byInvestor of its obligations hereunder, except such as have been obtained or made and arein full force and effect.


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Section 3.04. No Registration under Securities Act. Investorunderstands and expressly acknowledges that the Securities have not been registeredunder the Securities Act and that the Securities may not be reoffered, resold or otherwisepledged, hypothecated or transferred unless so registered or an applicable exemptionfrom the registration requirements of the Securities Act is available.

Section 3.05. Legal Status. Investor (i) is a “qualified institutionalbuyer” as defined in Rule 144A under the Securities Act, (ii) is not an entity that willhave invested more than 40% of its assets in the Securities, (iii) was not formed for thepurpose of investing in the Securities, (iv) will provide notice of applicable transferrestrictions to any subsequent transferee, (v) is purchasing for its own account or for theaccounts of one or more other persons each of whom meets all of the requirements ofclauses (i) through (v), and (vi) is able to bear the economic risk of an investment in theSecurities and has such knowledge and experience in financial and business matters as tobe capable of evaluating the merits and risks of acquiring the Securities. Investorconfirms that the Securities are eligible investments of Investor under applicable law.

ARTICLE IV

CONDITIONS

Section 4.01. Conditions to Obligations of Reorganized SEBC, SEBCHoldings, the Disbursing Agent and the Custodian. The obligation of each ofReorganized SEBC, SEBC Holdings, the Disbursing Agent and the Custodian to effectthe purchase and sale of the Securities contemplated hereby shall be subject to thefulfillment, on or prior to the Closing, of each of the following conditions (any or all ofwhich may be waived by any such party as to itself in whole or part to the extentpermitted by applicable law):

(a) the closing of the transactions contemplated by the MasterSubscription Agreement shall have occurred;

(b) the representations and warranties of each other party set forth inArticle III hereof shall be true and correct in all material respects on and as of theClosing Date with the same force and effect as if such representations andwarranties had been made on and as of the Closing Date;

(c) Investor shall have performed in all material respects all obligationsrequired to be performed by it at or prior to the Closing; and

(d) no temporary restraining order, preliminary or permanent injunction orother judgment, decision or order issued by any governmental authority ofcompetent jurisdiction shall be in effect preventing the consummation of thetransactions contemplated hereby.

Section 4.02. Conditions to Obligations of Investor. The obligationof Investor to effect the transactions contemplated hereby shall be subject to thefulfillment, on or prior to the Closing, of each of the following conditions (any or all of


6

which may be waived by Investor in whole or part to the extent permitted by applicablelaw):

(a) the closing of the transactions contemplated by the MasterSubscription Agreement shall have occurred;

(b) the representations and warranties of the other parties set forth inArticle II hereof shall be true and correct in all material respects on and as of theClosing Date with the same force and effect as if such representations andwarranties had been made on and as of the Closing Date;

(c) each other party shall have performed in all material respects allobligations required to be performed by it at or prior to the Closing; and

(d) no temporary restraining order, preliminary or permanent injunction orother judgment, decision or order issued by any governmental authority ofcompetent jurisdiction shall be in effect preventing the consummation of thetransactions contemplated hereby.

ARTICLE V

EXPENSES

Section 5.01. Expenses. Each party shall pay its own expenses andcosts, including, without limitation, all counsel fees and transfer taxes, in connection withthis Agreement and the transactions contemplated hereby.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Amendments; Waiver. Any term of this Agreementmay be amended or modified only by the written agreement of the parties. No term orcondition of this Agreement may be waived, except by a writing executed by the partyagainst whom enforcement of any such waiver is being sought. No waiver by either partyhereto of any term or condition of this Agreement, in any one or more instances, shalloperate as a waiver of such term or condition at any other time.

Section 6.02. Successors and Assigns; Third Party Beneficiaries. Allof the terms and provisions of this Agreement shall inure to the benefit of and be bindingupon the parties hereto and their respective successors and assigns, provided thatInvestor may not assign or otherwise transfer any of its rights or obligations hereunderwithout the prior written consent of the Disbursing Agent. Any attempted assignment ortransfer without such required consent shall be null and void. Notwithstanding theforegoing, Investor may assign its rights and obligations hereunder to a wholly ownedAffiliate, provided that such assignment shall not relieve Investor of its obligationshereunder. Nothing in this Agreement, expressed or implied, shall be construed to conferupon any Person (other than the parties hereto, their respective successors and assigns


7

permitted hereby) any legal or equitable right, remedy or claim under or by reason of thisAgreement.

Section 6.03. Notices. All notices and other communications underthis Agreement shall be in writing and shall be deemed given (i) when deliveredpersonally by hand (with written confirmation of receipt), (ii) when sent by facsimile(with written confirmation of transmission) or (iii) one Business Day following the daysent by overnight courier (with written confirmation of receipt), in each case at thefollowing addresses and facsimile numbers (or to such other address or facsimile numberas a party may have specified by notice given to the other party pursuant to thisprovision):

If to Investor, to:

Modena 2004-1 LLC4 World Financial CenterNew York, New York 10080Facsimile: (212) 738-1306Attention: Officers

If to the Disbursing Agent, to:

J Beck & Associates, Inc.595 South Federal Highway, Suite 600Boca Raton, Florida 33432Facsimile: (561) 948-4796Attention: Jeffrey H. Beck, Trustee

If to Reorganized SEBC, to:

If to SEBC Holdings, to:

If to the Custodian, to:

Section 6.04. Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be governed by and construed in accordancewith the laws of the State of New York applicable to contracts made and performed insuch State irrespective of the choice of laws principles of the State of New York otherthan Section 5-1401 of the General Obligations Law of the State of New York.


8

(b) Subject to any retained jurisdiction of the Bankruptcy Court, eachof the Disbursing Agent and Investor hereby submits, for itself and its property, to thenon-exclusive jurisdiction of the Supreme Court of the State of New York sitting in NewYork County and of the United States District Court of the Southern District of NewYork and, in all cases, any appellate court from any of such courts, in any action orproceeding arising out of or relating to this Agreement, or for recognition or enforcementof any judgment, and each of the parties hereby irrevocably and unconditionally agreesthat all claims in respect of any such action or proceeding may be heard and determinedin such courts. Each of the parties hereto agrees that a final judgment in any such actionor proceeding shall be conclusive and may be enforced in other jurisdictions by suit onthe judgment or in any other manner provided by law.

(c) Each of the parties hereby irrevocably and unconditionally waives,to the fullest extent it may legally and effectively do so, any objection which it may nowor hereafter have to the laying of venue of any suit, action or proceeding arising out of orrelating to this Agreement in any court referred to in paragraph (b) of this Section. Eachof the parties hereby irrevocably waives, to the fullest extent permitted by law, thedefense of an inconvenient forum to the maintenance of such action or proceeding in anysuch court referred to in paragraph (b) of this Section.

(d) Each of the parties irrevocably consents to service of process in themanner provided for notices in Section 6.03 of this Agreement. Nothing in thisAgreement will affect the right of any of them to serve process in any other mannerpermitted by law.

Section 6.05. Waiver of Jury Trial. EACH PARTY HERETO HEREBYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT ORANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTYWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THEOTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

Section 6.06. Waivers; Amendments.

(a) No failure or delay by any party in exercising any right or powerhereunder shall operate as a waiver thereof, nor shall any single or partial exercise of anysuch right or power, or any abandonment or discontinuance of steps to enforce such aright or power, preclude any other or further exercise thereof or the exercise of any otherright or power. The rights and remedies of each party hereunder are cumulative and are


9

not exclusive of any rights or remedies that it would otherwise have. No waiver of anyprovision of this Agreement or consent to any departure by any party therefrom shall inany event be effective unless the same shall be permitted by subsection (b) of thisSection, and then such waiver or consent shall be effective only in the specific instanceand for the purpose for which given.

(b) No amendment of any provision of this Agreement shall beeffective unless it is in writing and signed by each party hereto. In no event shall anyamendment be inconsistent with the applicable requirements of the Plan unless otherwiseauthorized by the Bankruptcy Court or other court of applicable jurisdiction.

Section 6.07. Severability. If any provision of this Agreement or theapplication of any such provision to any person or circumstances shall be held invalid bya court of competent jurisdiction, the remainder of this Agreement, including theremainder of the provision held invalid, or the application of such provision to persons orcircumstances other than those as to which it is held invalid, shall not be affected thereby;provided, however, that in any event, this Agreement shall be interpreted andimplemented in accordance with and subject to the Plan.

Section 6.08. Counterparts; Integration. This Agreement may beexecuted in one or more counterparts, each of which shall be deemed to be an original,but all of which together shall constitute one and the same instrument. Such counterpartsmay be delivered via telecopy, email or other electronic delivery. This Agreement andthe Plan constitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oral orwritten, relating to the subject matter hereof.

Section 6.09. Headings. All section headings herein are forconvenience of reference only and are not part of this Agreement, and no construction orinference shall be derived therefrom.

Section 6.10. Survival. All representations, warranties and covenantsshall survive the Closing.

Section 6.12. Reasonable Efforts. Upon the terms and subject to theconditions set forth in this Agreement, each of the parties agrees to use its reasonablebest efforts to take, or cause to be taken, all actions and to do, or cause to be done, and toassist and cooperate with the other parties in doing, all things necessary, proper oradvisable to fulfill all conditions applicable to such party pursuant to this Agreement andto consummate and make effective, in the most expeditious manner practicable, thepurchase and sale contemplated hereby.

[signatures appear on following page]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted as of the date first set forth above by their respective officers thereunto dulyauthorized.

MODENA 2004-1 LLC

By:Name:Title:

DISBURSING AGENT

CUSTODIAN


By:____________________________Name:Title:

SEBC HOLDINGS, LP

By:___________________Its: General Partner

By:_______________________Name:Title:


DISBURSING AGENT AGREEMENT

This Disbursing Agent Agreement (this “Agreement”), dated as of _______________,2009, is made between Jeffrey H. Beck, not individually but solely in his capacity as the dulyqualified and appointed Chapter 11 Trustee (the “Trustee”) for the bankruptcy estate (the“Estate”) of Southeast Banking Corporation (to be known, upon the Effective Date as SEBCFinancial Corporation), a company organized and existing under the laws of the State of Florida(the “Company”), J Beck & Associates, Inc., a company organized and existing under the lawsof the State of Florida (the “Agent”), the Company, SEBC Holdings, LP, a limited partnershiporganized and existing under the laws of the State of Delaware (“Holdings”), and Modena 2004-1 LLC, a limited liability company organized and existing under the laws of the State ofDelaware (“Investor”). Capitalized terms used but not defined herein shall have the meaningsascribed to such terms in the Plan (as defined below).

WHEREAS, the Company filed a petition in the United States Bankruptcy Court for theSouthern District of Florida (the “Bankruptcy Court”) under Chapter 7 of Title 11 of the UnitedStates Code on September 20, 1991, and the bankruptcy case commenced thereby was convertedto a case under Chapter 11 of Title 11 of the United States Code on September 17, 2007; and

WHEREAS, the Trustee is the duly qualified and appointed Chapter 11 Trustee for theEstate; and

WHEREAS, the Trustee and the Investor are parties to that certain Master SubscriptionAgreement, dated as of November 19, 2008, pursuant to which to the Trustee and Investoragreed to enter into a transaction to recapitalize the Company; and

WHEREAS, the Trustee has caused to be prepared and filed with the Bankruptcy Courtthe Trustee’s Third Amended Chapter 11 Plan of Reorganization, a copy of which is attachedhereto as Exhibit A, as it may be amended (the “Plan”), and an Amended Disclosure Statementwith respect to the Plan, a copy of which is attached hereto as Exhibit B; and

WHEREAS, the Plan was confirmed by the Bankruptcy Court on ___________, 2009and it is anticipated that the Effective Date of the Plan will be on or before April 30, 2009; and

WHEREAS, pursuant to Section 5.21 of the Plan, the Trustee is authorized to act as aduly authorized agent for the Company and Holdings for purposes of implementing the Plan, toexecute on behalf of the Company and Holdings all documents reasonably necessary toeffectuate the Plan and to bind the Company and Holdings; and

WHEREAS, pursuant to Section 6.3(a) of the Plan, on or before the Effective Date, theTrustee is to designate the person to serve as the Disbursing Agent under the Plan on termsmutually agreeable to the Trustee and such person; and

WHEREAS, the Trustee believes that it is in the best interest of the Estate to appoint theAgent to serve as the Disbursing Agent under the Plan and the Agent has indicated itswillingness to do so.


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NOW, THEREFORE, in consideration of the mutual covenants contained herein andfor good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

1. Appointment of Disbursing Agent. The Trustee hereby appoints the Agent asthe Disbursing Agent under the Plan for purposes of effecting and administering Distributions toHolders of particular Classes of Claims or Interests, and the Agent hereby agrees to serve assuch, upon the terms and subject to the conditions set forth herein.

2. Services To Be Provided. In connection with its appointment as DisbursingAgent, the Agent is hereby authorized and directed, and hereby agrees to:

a) Accept transfers of money and other property from the Trustee, theCompany or the Investor.

b) Establish and maintain any necessary bank accounts as determined in thediscretion of the Agent.

c) Make all Distributions of Cash required to be made to Holders of AllowedClaims under the Plan and the Securities Purchase Agreement.

d) Make all such other Distributions to Holders of Allowed Claims andInterests under the Plan as shall have been delegated to the Agent by the Trustee, except withrespect to Noteholder Claims.

e) Coordinate and consult with the Indenture Trustees with regard toDistributions to Holders of Noteholder Claims to be made by the Indenture Trustees pursuant tothe Plan, and take all actions as are delegated to the Agent, with its express written consent, bythe Indenture Trustees.

f) Coordinate and consult with the Company and Holdings with regard to theimplementation of the Securities Purchase Agreement, the issuance of Reorganized SEBC SeriesK Junior Preferred Stock (“Series K Stock”) and SEBC Holdings Securities (other than SEBCCommon Units), including the denominations and registered holders of such securities; provided,however, that the Company and the Investor shall be jointly responsible for determining whetherany Holder of an Allowed Claim is a Qualified Creditor for purposes of the issuance of Series KStock.

g) Perform its obligations under the Securities Purchase Agreement.

h) Unless a custodian therefor shall have been appointed, from and after theEffective Date, hold in trust pursuant to Section 3.5 of the Plan, for the benefit of Holders ofAllowed Noteholder Claims, the Distributed Cash, Series K Stock, SEBC Holdings SeniorPreferred Units, as applicable, issued to Holders of Senior Notes and Subordinated Notes (as setforth in Sections 3.2(a) and 3.2(b) of the Plan) entitled and qualified to receive such securities,pending the closing of the transactions contemplated by the Securities Purchase Agreement (andas described in Section 3 hereof).


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i) Unless a custodian therefor shall have been appointed, from and after theEffective Date, hold in trust pursuant to Section 3.5 of the Plan, for the benefit of Holders ofAllowed Class 3 Claims, the Series K Stock and SEBC Holdings Senior Preferred Units, asapplicable, issued to Holders of Allowed Class 3 Claims (as set forth in Section 3.2(c) of thePlan) entitled and qualified to receive such securities, pending the closing of the transactionscontemplated by the Securities Purchase Agreement (and as described in Section 3 hereof).

j) Unless a custodian therefor shall have been appointed, from and after theEffective Date, hold in trust pursuant to Section 3.5 of the Plan, for the benefit of Holders ofAllowed Noteholder Claims, the SEBC Holdings Junior Preferred Units issued to Holders ofAllowed Noteholder Claims (as set forth in Sections 3.2(a) and 3.2(b) of the Plan), pending theentry of a Final Order approving the Global Settlement Reallocation Formula.

k) Unless a custodian therefor shall have been appointed, subsequent to theclosing of the transactions contemplated by the Securities Purchase Agreement or the entry of aFinal Order approving the Global Settlement Reallocation Formula, as applicable, deliversecurities being held in trust pursuant to the foregoing paragraphs (h) through (j) to each of theCompany and Holdings or their respective transfer agents, as applicable, and each of theCompany and Holdings shall cause distribution of such securities to the Holders of AllowedClaims entitled to the receipt thereof in accordance with the Plan, the Global SettlementReallocation Formula and the Securities Purchase Agreement.

l) Pursuant to Section 6.9 of the Plan, to the extent applicable, comply withall tax withholding, payment, and reporting requirements imposed by any federal, state,provincial, local, or foreign taxing authority. The Agent shall be authorized to take any and allactions that may be necessary or appropriate to comply with such withholding, payment, andreporting requirements.

m) Comply with all other terms of Article VI of the Plan in makingDistributions, including, but not limited to, the form of Distributions, the delivery ofDistributions, the administration of undeliverable, returned Distributions, and de minimisDistributions.

n) Execute such documents, or take such actions, as are commerciallyreasonable to effectuate the transactions provided for herein, which may include engaging andpaying attorneys and other professionals and agents; provided, however, that the payment of anysuch professionals shall be a reimbursable expense pursuant to Section 4 of this Agreement.

o) Effectuate the Distributions contemplated hereby as promptly asreasonably possible.

3. Actions by the Company and Holdings. Each of the Company and Holdingsshall cooperate with the Agent in facilitating the issuance of Series K Stock and SEBC HoldingsSecurities to Holders of Allowed Claims, all in accordance with the Plan, the Securities PurchaseAgreement and this Agreement. The Company and Holdings shall each instruct its transfer agentto issue and deliver securities in accordance with the Plan, the Securities Purchase Agreementand this Agreement.


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4. Payments To Agent. In accordance with Section 6.3(f) of the Plan, the Agentshall receive from the Company reasonable compensation on an hourly basis for servicesrendered hereunder and reimbursement of all reasonable and actual out-of-pocket expensesincurred in connection with such services. The Agent may retain the services of suchprofessionals and consultants as the Agent, in his sole discretion, shall deem necessary oradvisable and the costs of retaining such professionals and consultants shall be reimbursableexpenses pursuant to this Section 4. The Company and the Agent agree that the followingcurrent hourly rates of the Agent shall apply to services rendered hereunder. It is acknowledgedthat such rates are revised by the Agent effective January 1st of each year, and that such adjustedrates will be applicable to services rendered hereunder.

Rate per hour Services of$725.00 Jeffrey H. Beck$175.00 Financial Administrator

The Agent shall provide an invoice to the Company for services renderedhereunder and expenses incurred in connection therewith on a monthly basis, beginning on theone month anniversary of the Effective Date. The Company shall remit payment for each suchinvoice in due course, but no later than 30 days after receipt thereof.

5. Term and Termination. This Agreement shall remain in effect until the time atwhich the Agent has effectuated all Distributions that it is required to make pursuant to Section6.3 of the Plan or which are delegated to it by either the Trustee or the Indenture Trustees. Upontermination of the Agreement, the Disbursing Agent shall retain all documentation required to beretained by applicable law and transfer any unmade Distributions as the Trustee, or in theabsence of the Trustee, the Company and Holdings, shall instruct.

6. Indemnification. Each of the Company and Holdings, jointly and severally,covenants and agrees to indemnify and to hold the Agent harmless against any costs, expenses(including reasonable fees of its legal counsel), losses or damages, which may be paid, incurredor suffered by or to which it may become subject, arising from or out of, directly or indirectly,any claims or liability resulting from its actions as Agent pursuant hereto; provided, however,that such covenant and agreement does not extend to, and the Agent shall not be indemnifiedwith respect to, such costs, expenses, losses and damages incurred or suffered by the Agent as aresult of, or arising out of, its gross negligence, bad faith, or willful misconduct.

As promptly as reasonably practicable after the receipt by the Agent of notice ofany demand or claim or the commencement of any action, suit, proceeding or investigation (anyof the foregoing, a “Claim”), the Agent shall, if a claim in respect thereof is to be made againstthe Company and Holdings, notify the Company and Holdings thereof in writing; provided,however, that failure to so notify the Company and Holdings shall not relieve either theCompany or Holdings from any liability hereunder except to the extent it is actually prejudicedas a result thereof and in any event shall not relieve it from any liability which it may haveotherwise than on account of this Agreement. The Company and Holdings may assume, at theirown expense, the defense of any such Claim with counsel selected by the Company andHoldings and, in such case, the Company and Holdings shall not be obligated to pay the fees andexpenses for counsel to the Agent; provided, however, that the Agent may participate in the


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defense of such Claim at its own expense unless the Agent (1) has been advised by counsel thatrepresentation of the Company and/or Holdings and the Agent by the same counsel presents aconflict of interest under applicable standards of professional conduct or (2) the Agent has beenadvised by counsel that there may be legal defenses available to it which are different from or inaddition to the defenses available to the Company and/or Holdings and in the reasonablejudgment of such counsel it is advisable for the Agent to employ separate counsel, in eitherwhich case the Company and Holdings shall be obligated to pay the fees and expenses of suchseparate counsel. In no event shall the Company and Holdings be liable for fees and expenses ofmore than one counsel (in addition to any local counsel) separate from their own counsel for theAgent in connection with any one Claim or separate but similar or related Claims in the samejurisdiction arising out of the same general allegations or circumstances. The Company andHoldings shall not, without the prior written consent of the Agent, settle or compromise orconsent to the entry of any judgment with respect to any Claim in respect of whichindemnification or contribution could be sought under this Section 6 (whether or not the Agent isan actual or potential party thereto), unless such settlement, compromise or consent (i) includesan unconditional release of the Agent from all liability arising out of such Claim and (ii) does notinclude a statement as to or an admission of fault, culpability or a failure to act by or on behalf ofthe Agent. In no event will the Agent consent to the entry of any judgment or enter into anysettlement with respect to any Claim for which it seeks indemnification hereunder without theprior written consent of the Company and Holdings. For the purposes of this Section 6, the term“expense or loss” means any amount paid or payable to satisfy any Claim settled pursuant to theprovisions of this Section 6, and all reasonable costs and expenses incurred in compliance withthe provisions of this Section 6, including, but not limited to, reasonable counsel fees anddisbursements, paid or incurred in investigating or defending against any such claim, demand,action, suit, proceeding or investigation.

7. Notice. Until further notice in writing by either party hereto to the other party, allwritten reports, notices and other communications between any of the parties hereto required orpermitted hereunder shall be delivered or mailed by first class mail, postage prepaid, telecopieror overnight courier guaranteeing next day delivery, addressed as follows:

If to the Trustee, the Agent, or theCompany (prior to the EffectiveDate), to the applicable party in careof:

J Beck & Associates, Inc.595 South Federal Highway, Suite 600Boca Raton, FL 33432Attn: Jeffrey H. BeckTelecopy: (561) 948-4796

With a copy (which shall notconstitute notice) to:

Greenberg Traurig, P.A.1221 Brickell AvenueMiami, FL 33131Attn:Telecopy: (305) 961-____


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If to the Company (on or after theEffective Date), to:

SEBC Financial Corporation

Attn:Telecopy:

If to Holdings (on or after theEffective Date), to:

SEBC Holdings, LP

Attn:Telecopy:

If to the Investor: Modena 2004-1 LLC4 World Financial CenterNew York, NY 10080Attn: Officers of Modena 2004-1 LLCTelecopy: 212-738-1306

8. Further Assurance. From time-to-time and after the date hereof, the Trustee, theCompany, Holdings and the Investor shall deliver or cause to be delivered to the Agent suchfurther documents and instruments and shall do and cause to be done such further acts as theAgent shall reasonably request (it being understood that the Agent shall have no obligation tomake any such request) to carry out more effectively the provisions and purposes of thisAgreement, to evidence compliance herewith or to assure itself that it is protected in actinghereunder.

9. Governing Law. This Agreement shall be construed in accordance with andgoverned by the laws of the State of Florida.

10. Assignment.

a) Except as provided in Section 10.b) below, neither this Agreement nor anyrights or obligations hereunder may be assigned by any party hereto without the written consentof the other parties hereto, which consent shall not be unreasonably withheld or delayed.

b) The Agent may, without further consent on the part of the Trustee, theCompany, Holdings or the Investor, appoint agents for the purpose of effectuating Distributionsand fulfilling its obligations hereunder, including but not limited to, custodians; securitiesdepositories; subcontractors or sub-agents for distribution, systems, processing, and telephoneand mailing services; and European sub-agents as contemplated by Section 6.3(d) of the Plan.The Agent shall be as fully responsible to the Trustee, the Company, Holdings and the Investorfor the acts and omissions of any agent as it is for its own acts and omissions. The costs ofretaining such agents shall be reimbursable expenses pursuant to Section 4 of this Agreement.

c) Except as explicitly stated elsewhere in this Agreement, nothing under thisAgreement shall be construed to give any rights or benefits in this Agreement to anyone other


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than the Agent, the Trustee, the Company, Holdings and the Investor and the duties andresponsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefitof the Agent, the Trustee, the Company, Holdings and the Investor.

11. Entire Agreement. This Agreement expresses the entire agreement between theparties hereto regarding this matter and supersedes any prior agreement with respect to thesubject matter hereof whether oral or written.

12. Amendment. This Agreement may not be changed orally or modified, amendedor supplemented without an express written agreement executed by each of the parties hereto.

13. Counterparts. This Agreement may be executed in separate counterparts, eachof which when executed and delivered shall be an original, but all such counterparts shalltogether constitute but one and the same instrument. Delivery of an executed counterpart of asignature page of this Agreement by telecopy or other electronically transmitted reproductionshall be as effective as delivery of a manually executed counterpart of this Agreement.

14. Independent Contractors. The parties hereto agree that the relationship createdby this Agreement is that of independent contractor and not that of employee and employer. TheAgent is responsible for the payment of any taxes, including without limitation, all Federal, Stateand local personal and business income taxes, sales and use taxes, other business taxes andlicense fees arising out of the activities of the Agent under this Agreement.

15. Third Party Beneficiaries. This Agreement does not constitute an agreement fora partnership or joint venture between the Agent and either the Trustee, the Company, Holdingsor the Investor. No party to this Agreement shall make any commitments with third parties thatare binding on the other parties hereto without the other parties’ prior written consents; provided,however, that the Trustee may bind the Company and Holdings as set forth in Section 5.21 of thePlan.

16. Force Majeure. In the event any party to this Agreement is unable to perform itsobligations hereunder because of acts of God, strikes, terrorist acts, equipment or transmissionfailure or damage reasonably beyond its control, or other cause reasonably beyond its control,such party shall not be liable for damages to the other for any damages resulting from suchfailure to perform or otherwise from such causes. Performance under this Agreement shallresume when the affected party or parties are able to perform substantially such party’s orparties’ duties.

17. Consequential Damages. No party to this Agreement shall be liable to anotherparty hereto for any consequential, indirect, special or incidental damages under any provision ofthis Agreement or for any consequential, indirect, penal, special or incidental damages arisingout of any act or failure to act hereunder even if that party has been advised of or has foreseenthe possibility of such damages.

18. Severability. If any provision of this Agreement shall be held invalid, unlawful,or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not inany way be affected or impaired.


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19. Survival. The provisions of Sections 4-7, 9-12 and 15-20 shall survive anytermination, for any reason, of this Agreement.

20. Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors in interest and permitted assigns.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their respective duly authorized signatories as of the day and year first abovewritten.

JEFFREY H. BECK, AS CHAPTER 11TRUSTEE FOR THE ESTATE OFSOUTHEAST BANKING CORPORATION,DEBTOR

By:Name:Title:

J BECK & ASSOCIATES, INC.

By:Name:Title:

SOUTHEAST BANKING CORPORATION

By:Name:Title:

SEBC HOLDINGS, LP

By:Name:Title:

MODENA 2004 HOLDING LLC

By:Name:Title:


Exhibit A

Trustee’s Third Amended Chapter 11 Plan of Reorganization


Exhibit B

Amended Disclosure Statementwith respect to



Dividend Paying Client

Transfer Agency and Service Agreement

Between


and

Computershare Trust Company, N.A.

and

Computershare Inc.


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Table of Contents

1 Certain Definitions.............................................................................................................. 1

2 Appointment of Agent. ....................................................................................................... 2

3 Standard Services................................................................................................................ 3

4 Computershare Dividend Disbursing and Payment Services. ............................................ 5

5 Optional Services. ............................................................................................................... 5

6 Fees and Expenses .............................................................................................................. 6

7 Representations and Warranties.......................................................................................... 7

8 Indemnification and Limitation of Liability. ...................................................................... 8

9 Damages............................................................................................................................ 10

10 Responsibilities Of The Company. ................................................................................... 10

11 Confidentiality .................................................................................................................. 11

12 Term and Termination. ..................................................................................................... 12

13 Assignment ....................................................................................................................... 13

14 Subcontractors and Unaffiliated Third Parties.................................................................. 14

15 Miscellaneous. .................................................................................................................. 14


AGREEMENT made as of the ____day of _____________, 2009 by and between SEBCFinancial Corporation (formerly known as Southeast Banking Corporation), a corporation,having its principal office and place of business at [COMPANY ADDRESS] (the “Company”),and Computershare Inc., a Delaware corporation, and its fully owned subsidiary ComputershareTrust Company, N.A., a federally chartered trust company, having its principal office and placeof business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “TransferAgent” or individually, “Computershare” and the “Trust Company”, respectively).

WHEREAS, the Company desires to appoint the Trust Company as sole transfer agentand registrar, and Computershare as dividend disbursing agent and processor of all paymentsreceived or made by Company under this Agreement;

WHEREAS, the Trust Company and Computershare will each separately providespecified services covered by this Agreement and, in addition, the Trust Company may arrangefor Computershare to act on behalf of the Trust Company in providing certain of its servicescovered by this Agreement; and

WHEREAS, the Trust Company and Computershare desire to accept such respectiveappointments and perform the services related to such appointments;

NOW THEREFORE, in consideration of the mutual covenants herein contained, theparties hereto agree as follows:

1 CERTAIN DEFINITIONS.

1.1 “Account” shall mean the account of each Shareholder which reflects any full orfractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

1.2 “Agreement” shall mean this agreement and any and all exhibits or schedulesattached hereto and any and all amendments or modifications which may from time to time beexecuted.

1.3 “Services” shall mean all services performed by the Transfer Agent pursuant tothis Agreement.

1.4 “Share” shall mean the Company’s Series K Junior Preferred Stock, par value$0.001 per share (“Series K Preferred Stock”), authorized by the Company’s Second Amendedand Restated Articles of Incorporation, and other classes of the Company’s stock to bedesignated by the Company in writing and which the Transfer Agent agrees to service under thisAgreement.

1.5 “Shareholder” shall mean the holder of record of Shares.

1.6 “Shareholder Data” shall mean all information maintained on the recordsdatabase of the Transfer Agent concerning Shareholders.


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2 APPOINTMENT OF AGENT.

2.1 Appointments. The Company hereby appoints the Trust Company to act as soletransfer agent and registrar for all Shares and appoints Computershare as the service provider tothe Trust Company and as dividend disbursing agent and processor of all payments received ormade by or on behalf of the Company under this Agreement, and the Trust Company andComputershare accept the respective appointments.

2.2 Documents. In connection with appointing the Trust Company as the transferagent and registrar for the Company, the Company has provided or will provide the followingappointment and corporate authority documents, as applicable, to the Transfer Agent:

(a) Copies of resolutions appointing the Trust Company as the transfer agent;

(b) Copies of any Registration Statements and amendments thereto, filed withthe Securities and Exchange Commission, for initial public offerings;

(c) Specimens of all forms of outstanding stock certificates for Shares, informs approved by the Board of Directors of the Company, with acertificate of the Secretary of the Company as to such approval;

(d) Specimens of the signatures of the officers of the Company authorized tosign stock certificates and authorized to sign written instructions andrequests;

(e) An opinion of counsel for the Company addressed to both the TrustCompany and Computershare with respect to:

(i) The Company’s organization and existence under the laws of itsstate of organization;

(ii) The status of all Shares of the Company covered by theappointment under the Securities Act of 1933, as amended (the“1933 Act”), and any other applicable federal or state statute; and

(iii) That all issued Shares are, and all unissued Shares will be, whenissued, validly issued, fully paid and non-assessable;

(f) A copy of the Second Amended and Restated Articles of Incorporationand Amended and Restated By-Laws of the Company;

(g) Copies of all material amendments to the Second Amended and RestatedArticles of Incorporation or Amended and Restated By-Laws of theCompany made after the date of this Agreement, promptly after suchamendments are made; and


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(h) A certificate of the Company as to the Shares authorized, issued andoutstanding, as well as a description of all reserves of unissued Sharesrelating to the exercise of options.

2.3 Records. The Transfer Agent may adopt as part of its records all lists of holders,records of the Company’s stock, books, documents and records which have been employed byany former agent of the Company for the maintenance of the ledgers for the Shares, providedsuch ledger is certified by an officer of the Company or the prior transfer agent to be true,authentic and complete. The Transfer Agent shall keep records relating to the Services, in theform and manner it deems advisable. The Transfer Agent agrees that all such records preparedor maintained by it relating to the Services are the property of the Company and will bepreserved, maintained and made available in accordance with the requirements of law, and willbe surrendered promptly to the Company on and in accordance with its request.

2.4 Shares. The Company shall, if applicable, inform the Transfer Agent as to (i) theexistence or termination of any restrictions on the transfer of Shares and in the application to orremoval from any stock certificate of any legend restricting the transfer of such Shares or thesubstitution for such certificate of a certificate without such legend, (ii) any authorized butunissued Shares reserved for specific purposes, (iii) any outstanding Shares which areexchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option andthe details of such reservation, and (v) special instructions regarding dividends and informationof foreign Shareholders.

2.5 Certificates. The Company shall deliver to the Transfer Agent an appropriatesupply of stock certificates, which certificates shall provide a signature panel for use by anofficer of or authorized signor for the Transfer Agent to sign as transfer agent and registrar, andwhich shall state that such certificates are only valid after being countersigned and registered, orprovide the Transfer Agent with documentation required to print on demand stock certificates, asthe case may be.

3 STANDARD SERVICES.

3.1 Share Services. The Transfer Agent shall perform the following Share Services:

(a) issue and record the appropriate number of Shares as authorized and holdsuch Shares in the appropriate Shareholder Account;

(b) effect transfers of Shares by the registered owners thereof upon receipt ofappropriate documentation; and

(c) issue replacement certificates for those certificates alleged to have beenlost, stolen or destroyed, upon receipt by the Transfer Agent of an openpenalty surety bond satisfactory to it and holding it and the Companyharmless, absent notice to the Transfer Agent that such certificates havebeen acquired by a bona fide purchaser. The Transfer Agent may, at itsoption, issue replacement certificates in place of mutilated stockcertificates upon presentation thereof without such indemnity. Further, theTransfer Agent may, at its sole option, accept indemnification from the


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Company to issue replacement certificates for those certificates alleged tohave been lost, stolen or destroyed in lieu of an open penalty bond.

3.2 Unclaimed Property and Lost Shareholders. The Transfer Agent shall reportunclaimed property to each state in compliance with applicable law and shall comply with Rule17 Ad-17 promulgated under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), for lost shareholders.

3.3 Computer Services. The Transfer Agent shall provide the following computerServices:

(a) Shareholder Internet Services. The Transfer Agent shall provide internetaccess to the Company’s Shareholders through the Transfer Agent’s website, www.computershare.com (“Shareholder Internet Services”), pursuantto its established procedures (“Security Procedures”) and fees, to allowShareholders to view their Account information and perform certain on-line transactions. The Shareholder Internet Services are provided “as is,”on an “as available” basis, and the Transfer Agent hereby specificallydisclaims any and all representations or warranties, express or implied,regarding such Services, including any implied warranty ofmerchantability or fitness for a particular purpose and implied warrantiesarising from course of dealing or course of performance. Notwithstandingthe foregoing, in providing Shareholder Internet Services, the TransferAgent will comply with all applicable laws concerning consent to deliverand delivery of documents electronically.

(b) Issuer Online. The Transfer Agent shall provide the Company with accessto Shareholder Data maintained on the Transfer Agent’s databases andcomputer system through the Internet (“Issuer Online”) subject to theterms and conditions set forth herein and pursuant to the Transfer Agent’sestablished procedures, to be provided to the Company.

(c) Proprietary Information. The Company acknowledges that the databases,computer programs, screen formats, report formats, interactive designtechniques, and documentation manuals furnished to the Company by theTransfer Agent as part of Issuer Online, or otherwise, are under the controland ownership of the Transfer Agent or other third party (including itsaffiliates) and constitute copyrighted, trade secret, or other proprietaryinformation (collectively, “Proprietary Information”) of substantial valueto the Transfer Agent or other third party. In no event shall ProprietaryInformation be deemed Shareholder Data. The Company agrees to treatall Proprietary Information as confidential in accordance with theprovisions of Section 11 of this Agreement.

(d) Third Party Content. Organizations from which the Transfer Agent mayobtain certain data included in the Services are solely responsible for thecontents of such data and the Company agrees to make no claim against


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the Transfer Agent arising out of the contents of such third party data,including, but not limited to, the accuracy thereof.

(e) Employees and Agents. Each party shall take reasonable efforts to adviseits employees and agents of their respective obligations pursuant to thisSection 3.3.

4 COMPUTERSHARE DIVIDEND DISBURSING AND PAYMENT SERVICES.

4.1 Declaration of Dividends. Upon receipt of a written notice from the President,any Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of Companydeclaring the payment of a dividend, Computershare shall disburse such dividend paymentsprovided that in advance of the applicable check mailing date, the Company furnishesComputershare with sufficient funds. The payment of such funds to Computershare for thepurpose of being available for the payment of dividends from time to time is not intended by theCompany to confer any rights in such funds on Shareholders whether in trust, contract, orotherwise.

4.2 Stop Payments. The Company hereby authorizes Computershare to stop paymentof checks issued in payment of dividends or for sales proceeds, but not presented for payment,when the payees thereof allege either that they have not received the checks or that such checkshave been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyondtheir control and cannot be produced by them for presentation and collection, and Computershareshall issue and deliver duplicate checks in replacement thereof, and the Company shallindemnify the Transfer Agent against any loss or damage resulting from reissuance of thechecks.

4.3 Tax Withholding. The Company hereby authorizes Computershare to deductfrom all dividends declared by the Company and disbursed by Computershare, as dividenddisbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of theInternal Revenue Code of 1986, as amended, or by any federal or state statutes subsequentlyenacted, and to make the necessary return and payment of such tax in connection therewith;provided, however, that prior to making any such deductions, Computershare shall consult withthe President and Treasurer of the Company and their advisors to ensure that such deductions arein compliance with the Second Amended and Restated Articles of Incorporation of thePartnership.

4.4 Bank Accounts. The Company acknowledges that the bank accounts maintainedby Computershare in connection with the Services will be in Computershare’s name and thatComputershare may receive investment earnings in connection with the investment atComputershare’s risk and for its benefit of funds held in those accounts from time to time.

5 OPTIONAL SERVICES.

5.1 Optional Services To the extent that the Company elects to engage any entityother than the Transfer Agent (each a “Company Vendor”) to provide any of the services listedbelow, the Company shall give the Transfer Agent the right of first refusal to provide suchservices upon the same terms and fees as a Company Vendor:


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(a) Employee Stock Purchase or Option Plan services; and

(b) Corporate Actions services (including, inter alia, odd lot buy backs,exchanges, mergers, redemptions, subscriptions, capital reorganizations,coordination of post-merger services and special meetings).

5.2 In the event that a Company Vendor provides the services set forth in Section 5.1,the Company shall pay the Transfer Agent its standard fees and expenses charged by theTransfer Agent for Services rendered to support the above Services rendered by the CompanyVendor for the benefit of the Company.

6 FEES AND EXPENSES.

6.1 Fee and Service Schedules. The Company agrees to pay the Transfer Agent thefees for Services performed pursuant to this Agreement as set forth in the Fee and ServiceSchedule attached hereto and incorporated herein, for the initial term of the Agreement (the“Initial Term”). The parties to this Agreement shall use commercially reasonable efforts to agreeupon a fee schedule for an upcoming Renewal Term (as defined below) no later than sixty (60)days before the expiration of the Initial Term or a Renewal Term, whichever is applicable. If nonew fee schedule is agreed upon, the fees for Services performed pursuant to this Agreement willincrease as set forth in the Term Section of the Fee and Service Schedule.

6.2 Out-of-Pocket Expenses. In addition to the fees paid under Section 6.1 above, theCompany agrees to reimburse the Transfer Agent for out-of-pocket expenses incurred by theTransfer Agent as set out in the Fee and Service Schedule attached hereto.

6.3 Conversion Funds. Conversion funding required by any out of proof conditioncaused by a prior agent’s services shall be advanced to the Transfer Agent prior to thecommencement of Services.

6.4 Invoices. The Company agrees to pay all fees and reimbursable expenses withinthirty (30) days of the date of the respective billing notice, except for any fees or expenses thatare subject to good faith dispute. In the event of such dispute, the Company may only withholdthat portion of the fee or expense subject to such dispute. The Company shall settle suchdisputed amounts within five (5) business days of the day on which the parties agree on theamount to be paid by payment of the agreed amount. If no agreement is reached, then suchdisputed amounts shall be settled as may be required by law or legal process.

6.5 Late Payments.

(a) If any undisputed amount in an invoice of the Transfer Agent (for fees orreimbursable expenses) is not paid within thirty (30) days after receipt ofsuch invoice, the Company shall pay the Transfer Agent interest thereon(from the due date to the date of payment) at a per annum rate equal toeighteen percent (18%). Notwithstanding any other provision hereof, suchinterest rate shall be no greater than permitted under applicable provisionsof Massachusetts law.


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(b) The failure by the Company to pay an invoice within ninety (90) daysafter receipt of such invoice or the failure by the Company to timely paytwo consecutive invoices shall constitute a material breach pursuant toSection 12.4(a) of this Agreement. The Transfer Agent may terminate thisAgreement for such material breach immediately and shall not beobligated to provide the Company with thirty (30) days to cure suchbreach.

6.6 Overtime Charges. Overtime charges will be assessed in the event of a latedelivery to the Transfer Agent of Company material for mailings to Shareholders, unless the maildate is rescheduled. Such material includes, but is not limited to, proxy statements, quarterly andannual reports and news releases.

7 REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties of Transfer Agent. The Transfer Agentrepresents and warrants to the Company that:

(a) Governance. The Trust Company is a federally chartered limited purposenational bank duly organized, validly existing, and in good standing underthe laws of the United States and Computershare is a corporation dulyorganized, validly existing, and in good standing under the laws of theState of Delaware and each has full power, authority and legal right toexecute, deliver and perform this Agreement. The execution, delivery andperformance of this Agreement by the Transfer Agent has been dulyauthorized by all necessary action and constitutes the legal, valid andbinding obligation of the Transfer Agent enforceable against the TransferAgent in accordance with its terms;

(b) Compliance with Laws. The execution, delivery and performance of thisAgreement by the Transfer Agent will not violate, conflict with or result inthe breach of any material term, condition or provision of, or require theconsent of any other party to, (i) any existing law, ordinance, orgovernmental rule or regulation to which the Transfer Agent is subject, (ii)any judgment, order, writ, injunction, decree or award of any court,arbitrator or governmental or regulatory official, body or authority whichis applicable to the Transfer Agent, (iii) the incorporation documents orby-laws of the Transfer Agent, or (iv) any material agreement to which theTransfer Agent is a party;

(c) Company’s Agent. The Transfer Agent is engaged in an independentbusiness and will perform its obligations under this Agreement as an agentof the Company.

7.2 Representations and Warranties of Company. The Company represents andwarrants to the Transfer Agent that:


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(a) Governance. It is a corporation duly organized, validly existing and ingood standing under the laws of the State of Florida, and it has full power,authority and legal right to enter into and perform this Agreement. Theexecution, delivery and performance of this Agreement by the Companyhas been duly authorized by all necessary action and constitutes the legal,valid and binding obligation of the Company enforceable against theCompany in accordance with its terms;

(b) Compliance with Laws. The execution, delivery and performance of thisAgreement by the Company will not violate, conflict with or result in thebreach of any material term, condition or provision of, or require theconsent of any other party to, (i) any existing law, ordinance, orgovernmental rule or regulation to which the Company is subject, (ii) anyjudgment, order, writ, injunction, decree or award of any court, arbitratoror governmental or regulatory official, body or authority which isapplicable to the Company, (iii) the incorporation documents or by-lawsof the Company, or (iv) any material agreement to which the Company isa party; and

(c) Bankruptcy Code. The shares of Series K Preferred Stock being issuedpursuant to the Trustee’s Third Amended Chapter 11 of Reorganizationfor Southeast Banking Corporation (the “Plan”) are being issued withoutregistration under the 1933 Act, and without qualification or registrationunder any state or local law requiring registration for the offer or sale of asecurity or registration or licensing of an issuer or underwriter of, orbroker or dealer in, a security, pursuant to an exemption from suchregistration and qualification contained in Section 1145 of the BankruptcyCode.

8 INDEMNIFICATION AND LIMITATION OF LIABILITY.

8.1 Company Indemnity. The Company shall indemnify and hold the Transfer Agentharmless from and against, and the Transfer Agent shall not be responsible for, any and alllosses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses andliability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors requiredto be taken pursuant to this Agreement provided such actions are taken ingood faith and without gross negligence or willful misconduct;

(b) The Company’s lack of good faith, negligence or willful misconduct or thebreach of any representation or warranty of the Company hereunder;

(c) The reliance or use by the Transfer Agent or its agents or subcontractorsof any information, records, data, and documents which have beenprepared and/or maintained by the Company or any other person or firmon behalf of the Company and provided to the Transfer Agent or its agents


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or subcontractors. Such other person or firm shall include any formertransfer agent or former registrar, or co-transfer agent or co-registrar orany current registrar where the Transfer Agent is not the current registrar;

(d) The reliance or use by the Transfer Agent or its agents or subcontractorsof (i) any paper or document reasonably believed to be genuine and tohave been signed by the proper person or persons, including Shareholders,and (ii) electronic instructions from Shareholders submitted through theShareholder Internet Services, from the Company through Issuer Online,or through any other electronic means pursuant to security proceduresestablished by the Transfer Agent;

(e) The negotiation and processing of all checks, including checks that aretendered to the Transfer Agent for the purchase of Shares; and

(f) The recognition, acceptance, or processing by the Transfer Agent of stockcertificates which are reasonably believed to bear the proper manual orfacsimile signatures of officers of the Company, and the propercountersignature of any former transfer agent or former registrar, or of aco-transfer agent or co-registrar.

provided, however, that the Company’s aggregate liability during any term of thisAgreement with respect to, arising from, or arising in connection with the foregoing, whether incontract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunderby the Company to the Transfer Agent as fees and charges, but not including reimbursableexpenses, during the Initial Term and any Renewal Terms of this Agreement.

8.2 Instructions. From time to time, the Company may provide the Transfer Agentwith instructions concerning the Services. In addition, at any time the Transfer Agent may applyto any officer of the Company for instruction, and may consult with legal counsel for theTransfer Agent or the Company with respect to any matter arising in connection with theServices to be performed by the Transfer Agent under this Agreement, and the Transfer Agentand its agents and subcontractors shall not be liable and shall be indemnified by the Company forany action taken or omitted by the Transfer Agent in reliance upon any Company instructions orupon the advice or opinion of such counsel. The Transfer Agent shall not be held to have noticeof any change of authority of any person, until receipt of written notice thereof from theCompany.

8.3 Transfer Agent Indemnification/Limitation of Liability. The Transfer Agent shallbe responsible for and shall indemnify and hold the Company harmless from and against any andall losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out ofor attributable to: (a) the Transfer Agent’s refusal or failure to comply with the terms of thisAgreement, (b) the Transfer Agent’s negligence or willful misconduct, or (c) the TransferAgent’s breach of any representation or warranty hereunder, in each case for which the TransferAgent is not entitled to indemnification under this Agreement; provided, however, that theTransfer Agent’s aggregate liability during any term of this Agreement with respect to, arisingfrom, or arising in connection with this Agreement, or from all Services provided or omitted to


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be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, andshall not exceed, the amounts paid hereunder by the Company to the Transfer Agent as fees andcharges, but not including reimbursable expenses, during the Initial Term and any RenewalTerms of this Agreement.

8.4 Notice. As promptly as reasonably practicable after the receipt by one party (the“Indemnified Party”) of notice of any demand or claim or the commencement of any action, suit,proceeding or investigation (any of the foregoing, a “Claim”), the Indemnified Party shall, if aclaim in respect thereof is to be made against the other party (the “Indemnifying Party”), notifythe Indemnifying Party of such assertion; provided, however, that the failure of the IndemnifiedParty to so notify the Indemnifying Party shall not relieve the Indemnifying Party from anyliability hereunder except to the extent it is actually prejudiced as a result thereof and in anyevent shall not relieve it from any liability which it may have otherwise than on account of thisAgreement. The Indemnifying Party may assume, at its own expense, the defense of any suchClaim with counsel selected by it and, in such case, the Indemnifying Party shall not be obligatedto pay the fees and expenses for counsel to the Indemnified Party; provided, however, that theIndemnified Party may participate in the defense of such Claim at its own expense unless suchIndemnified Party (1) has been advised by counsel that representation of the Indemnified Partyand the Indemnifying Party by the same counsel presents a conflict of interest under applicablestandards of professional conduct or (2) the Indemnified Party has been advised by counsel thatthere may be legal defenses available to it which are different from or in addition to the defensesavailable to the Indemnifying Party and in the reasonable judgment of such counsel it isadvisable for the Indemnified Party to employ separate counsel. In no event shall theIndemnifying Party be liable for fees and expenses of more than one counsel (in addition to anylocal counsel) separate from its own counsel for the Indemnified Party in connection with anyone Claim or separate but similar or related Claims in the same jurisdiction arising out of thesame general allegations or circumstances. The Indemnifying Party shall not, without the priorwritten consent of the Indemnified Party, settle or compromise or consent to the entry of anyjudgment with respect to any Claim in respect of which indemnification or contribution could besought under this Section 8.4 (whether or not the Indemnified Party is an actual or potential partythereto), unless such settlement, compromise or consent (i) includes an unconditional release ofthe Indemnified Party from all liability arising out of such Claim and (ii) does not include astatement as to or an admission of fault, culpability or a failure to act by or on behalf of theIndemnified Party. In no event will the Indemnified Party consent to the entry of any judgmentor enter into any settlement with respect to any Claim for which it seeks indemnificationhereunder without the prior written consent of the Indemnifying Party.

9 DAMAGES.

No party shall be liable for any incidental, indirect, special or consequential damages ofany nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by abreach of any provision of this Agreement even if apprised of the possibility of such damages.

10 RESPONSIBILITIES OF THE COMPANY.

10.1 The Company agrees that it will perform, execute, acknowledge and deliver orcause to be performed, executed, acknowledged and delivered all such further and other acts,


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documents, instruments and assurances as may be reasonably required by the Transfer Agent forthe carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

10.2 Notification. The Company shall notify the Transfer Agent as soon as possible inadvance of any stock split, stock dividend or similar event which may affect the Shares, and ofany bankruptcy, insolvency, moratorium or other proceeding regarding the Company affectingthe enforcement of creditors’ rights. Notwithstanding any other provision of this Agreement tothe contrary, the Transfer Agent will have no obligation to perform any Services under thisAgreement subsequent to the commencement of any bankruptcy, insolvency, moratorium orother proceeding regarding the Company affecting the enforcement of creditors’ rights unless theTransfer Agent receives assurance satisfactory to it that it will receive full payment for suchServices.

11 CONFIDENTIALITY.

11.1 Definition. Each party acknowledges and understands that any and all technical,trade secret, or business information, including, without limitation, financial information,business or marketing strategies or plans, product development, Company information,Shareholder information (including any non-public information of such Shareholder), proprietaryinformation, or proprietary software (including methods or concepts used therein, sources code,object code, or related technical information) which has been or is disclosed to the other or hasbeen or is otherwise obtained by the other, its affiliates, agents or representatives before orduring the term of this Agreement (the “Confidential Information”) is confidential andproprietary, constitutes trade secrets of the owner (or its affiliates), and is of great value andimportance to the success of the owner’s (or its affiliates’) business. The parties shall treat theterms and conditions (but not the existence) of this Agreement as the Confidential Information ofthe other party. Confidential Information shall not include any information that is: (a) alreadyknown to the other party or its affiliates at the time of the disclosure; (b) publicly known at thetime of the disclosure or becomes publicly known through no wrongful act or failure of the otherparty; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis bya third party not having a confidential relationship with the owner and which rightfully acquiredsuch information; or (d) independently developed by one party without access to the ConfidentialInformation of the other. Notwithstanding the foregoing, the parties hereto acknowledge that adraft of this Agreement was filed as an exhibit to the Plan with the United States BankruptcyCourt for the Southern District of Florida by the Chapter 11 Trustee for the bankruptcy estate ofSoutheast Banking Corporation.

11.2 Use and Disclosure. All Confidential Information relating to a party will be heldin confidence by the other party to the same extent and with at least the same degree of care assuch party protects its own confidential or proprietary information of like kind and import, but inno event using less than a reasonable degree of care. Neither party will disclose, duplicate,publish, release, transfer or otherwise make available Confidential Information of the other partyin any form to, or for the use or benefit of, any person or entity without the other party’s consent.Each party will, however, be permitted to disclose relevant aspects of the other party’sConfidential Information to its officers, affiliates, agents, subcontractors and employees to theextent that such disclosure is reasonably necessary for the performance of its duties andobligations under this Agreement and such disclosure is not prohibited by the Gramm-Leach-


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Bliley Act of 1999 (15 U.S.C. 6801 et seq.), as it may be amended from time to time (the “GLBAct”), the regulations promulgated thereunder or other applicable law. Each party will establishcommercially reasonable controls to ensure the confidentiality of the Confidential Informationand to ensure that the Confidential Information is not disclosed contrary to the provisions of thisAgreement, the GLB Act or any other applicable privacy law. Without limiting the foregoing,each party will implement such physical and other security measures as are necessary to(a) ensure the security and confidentiality of the Confidential Information; (b) protect against anythreats or hazards to the security and integrity of the Confidential Information; and (c) protectagainst any unauthorized access to or use of the Confidential Information. To the extent that anyduties and responsibilities under this Agreement are delegated to an agent or other subcontractor,the party ensures that such agent and subcontractor are contractually bound to confidentialityterms consistent with the terms of this Section 11.

11.3 Required or Permitted Disclosure. In the event that any requests or demands aremade for the disclosure of Confidential Information, other than requests to the Transfer Agentfor records of Shareholders pursuant to standard subpoenas from state or federal governmentauthorities (e.g., in divorce and criminal actions), the party receiving such request will notify theother party to secure instructions from an authorized officer of such party as to such request andto enable the other party the opportunity to obtain a protective order or other confidentialtreatment, unless such notification is otherwise prohibited by law or court order. Each partyexpressly reserves the right, however, to disclose Confidential Information to any personwhenever it is advised by counsel that it may be held liable for the failure to disclose suchConfidential Information or if required by law or court order.

11.4 Unauthorized Disclosure. As may be required by law and without limiting eitherparty’s rights in respect of a breach of this Section, each party shall:

(a) promptly notify the other party in writing of any unauthorized possession,use or disclosure of the other party’s Confidential Information by anyperson or entity that may become known to such party;

(b) promptly furnish to the other party full details of the unauthorizedpossession, use or disclosure; and

(c) promptly use commercially reasonable efforts to prevent a recurrence ofany such unauthorized possession, use or disclosure of ConfidentialInformation.

11.5 Costs. Each party shall bear the costs it incurs as a result of compliance with thisSection 11.

12 TERM AND TERMINATION.

12.1 Term. The Initial Term of this Agreement shall be three (3) years from the datefirst stated above unless terminated pursuant to the provisions of this Section 12. ThisAgreement shall renew automatically from year to year (each a “Renewal Term”), unless aterminating party gives written notice to the other party not less than sixty (60) days before theexpiration of the Initial Term or Renewal Term, whichever is in effect.


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12.2 Early Termination. Notwithstanding anything contained in this Agreement to thecontrary, should the Company desire to move any of its Services provided by the Transfer Agenthereunder to a successor service provider prior to the expiration of the then current Initial orRenewal Term, or without the required notice period, the Transfer Agent shall make a good faitheffort to facilitate the conversion on such prior date, however, there can be no guarantee that theTransfer Agent will be able to facilitate a conversion of Services on such prior date. Inconnection with the foregoing, should Services be converted to a successor service provider, or ifthe Company is liquidated or its assets merged or purchased or the like with another entity whichdoes not utilize the services of the Transfer Agent, the fees payable to the Transfer Agent shallbe calculated as if the Services had remained with the Transfer Agent until the expiration of thethen current Initial or Renewal Term and calculated at existing rates on the date notice oftermination was given to the Transfer Agent, and the payment of fees to the Transfer Agent asset forth herein shall be accelerated to the date prior to the conversion or termination of Services.This Section 12.2 shall not apply if the Transfer Agent is terminated for cause under Section12.4(a) of this Agreement. Once this Agreement is terminated, any and all other Servicesprovided by Transfer Agent for the Company will be deemed terminated on said date.

12.3 Expiration or Termination of Term. In the event of the expiration or terminationof this Agreement by either party, all reasonable out-of-pocket expenses associated with themovement of records and material will be borne by the Company. Additionally, the TransferAgent will charge a de-conversion/transition fee in an amount equal to 10% of the aggregate feesincurred by the Company during the immediately preceding twelve (12) month period, provided,however, that such fee shall in no event be less than three thousand, seven hundred and fifty($3,750.00) dollars.

12.4 Termination. This Agreement may be terminated in accordance with thefollowing:

(a) at any time by any party upon a material breach of a representation,covenant or term of this Agreement by any other unaffiliated party whichis not cured within a period not to exceed thirty (30) days after the date ofwritten notice thereof by one of the other parties; and

(b) by the Transfer Agent, at any time, in the event that during the term of thisAgreement, a bankruptcy or insolvency proceeding is filed by or againstthe Company or a trustee or receiver is appointed for any substantial partof the Company’s property (and in a case of involuntary bankruptcy,insolvency or receivership proceeding, there is entered an order for relief,or order appointing a receiver or some similar order or decree and theCompany does not succeed in having such order lifted or stayed withinsixty (60) days from the date of its entry), or the Company makes anassignment of all or substantially all of its property for the benefit ofcreditors or ceases to conduct its operations in the normal course ofbusiness.

13 ASSIGNMENT.


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13.1 Consent. Except as otherwise provided in Section 13.2 below, neither thisAgreement nor any rights or obligations hereunder may be assigned by the Company or theTransfer Agent without the prior written consent of the other, which consent shall not beunreasonably withheld.

13.2 Affiliates. The Transfer Agent may, without further consent of the Company,assign any of its rights and obligations hereunder to any affiliated transfer agent registered underRule 17Ac2 promulgated under the Exchange Act.

14 SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES.

14.1 Subcontractors. The Transfer Agent may, without further consent of theCompany, subcontract with (i) any affiliates, or (ii) unaffiliated subcontractors for such servicesas may be required from time to time (e.g. lost shareholder searches, escheatment, telephone, andmailing services), provided, however, that the Transfer Agent shall be as fully responsible to theCompany for the acts and omissions of any subcontractor as it is for its own acts and omissions.

14.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon theTransfer Agent in connection with or make the Transfer Agent liable for the actions or omissionsto act of unaffiliated third parties (other than subcontractors referenced in Section 14.1 above)such as, by way of example and not limitation, airborne services, the U.S. mails andtelecommunication companies; provided, however, that if the Transfer Agent selected suchcompany, the Transfer Agent shall have exercised due care in selecting the same.

15 MISCELLANEOUS.

15.1 Notices. Any notice or communication by the Transfer Agent or the Company tothe other is duly given if in writing and delivered in person or mailed by first class mail, postageprepaid, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

If to the Company: SEBC Financial Corporation_______________________________________________________________Telecopy No.:Attn:

If to the TransferAgent:

Computershare Trust Company, N.A.c/o Computershare Inc.250 Royall StreetCanton, MA 02021Telecopy No.: (781) 575-4210Attn: General Counsel

15.2 No Expenditure of Funds. No provision of this Agreement shall require theTransfer Agent to expend or risk its own funds or otherwise incur any financial liability in the


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performance of any of its duties hereunder or in the exercise of its rights if it shall believe ingood faith that repayment of such funds or adequate indemnification against such risk or liabilityis not reasonably assured to it.

15.3 Successors. All the covenants and provisions of this Agreement by or for thebenefit of the Company or the Transfer Agent shall bind and inure to the benefit of theirrespective successors and assigns hereunder.

15.4 Amendments. This Agreement may be amended or modified by a writtenamendment executed by the parties hereto and, to the extent required, authorized or approved bya resolution of the Board of Directors of the Company.

15.5 Severability. If any term, provision, covenant or restriction of this Agreement isheld by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,the remainder of the terms, provision, covenants and restrictions of this Agreement shall remainin full force and effect and shall in no way be affected, impaired or invalidated.

15.6 Governing Law. This Agreement shall be governed by the laws of theCommonwealth of Massachusetts.

15.7 Force Majeure. Notwithstanding anything to the contrary contained herein, theTransfer Agent shall not be liable for any delays or failures in performance resulting from actsbeyond its reasonable control including, without limitation, acts of God, terrorist acts, shortageof supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, orloss of data due to power failures or mechanical difficulties with information storage or retrievalsystems, labor difficulties, war, or civil unrest.

15.8 Third Party Beneficiaries. The provisions of this Agreement are intended tobenefit only the Transfer Agent, the Company and their respective permitted successors andassigns. No rights shall be granted to any other person by virtue of this Agreement, and there areno third party beneficiaries hereof.

15.9 Survival. All provisions regarding indemnification, warranty, liability and limitsthereon, and confidentiality and protection of proprietary rights and trade secrets shall survivethe termination or expiration of this Agreement.

15.10 Priorities. In the event of any conflict, discrepancy, or ambiguity between theterms and conditions contained in this Agreement and any schedules or attachments hereto, theterms and conditions contained in this Agreement shall take precedence.

15.11 Merger of Agreement. This Agreement constitutes the entire agreement betweenthe parties hereto and supersedes any prior agreement with respect to the subject matter hereof,whether oral or written.

15.12 No Strict Construction. The parties hereto have participated jointly in thenegotiation and drafting of this Agreement. In the event any ambiguity or question or intent orinterpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto,


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and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue ofthe authorship of any provision of this Agreement.

15.13 Descriptive Headings. Descriptive headings contained in this Agreement areinserted for convenience only and shall not control or affect the meaning or construction of anyof the provisions hereof.

15.14 Counterparts. This Agreement may be executed in any number of counterpartsand each of such counterparts shall for all purposes be deemed to be an original, and all suchcounterparts shall together constitute but one and the same instrument.

[The remainder of page intentionally left blank.]


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to beexecuted by one of its duly authorized signatories, all as of the date first written above.

Computershare Inc. andComputershare Trust Company, N. A.On Behalf of Both Entities:


By:Name:Title:

By:Name:Title:


Stock Transfer Fee Schedule and Scope of Services

Proprietary and confidential

ACCOUNT MANAGEMENT FEE

The administration fee for our services as transfer agent for up to 1,500 accounts will be:

$900.00 per month

$4.00 per account above 1,500

The administration fee for our services as transfer agent for each class of preferred stock issued for

up to 250 accounts within each file will be: $1,000.00 per year each class

$4.00 per account above 250 in each class

ISSUANCES FROM CREDITOR AND BONDHOLDER FILES

Electronic formatted instructions $250.00 per file – plus $1.50 per issuance

For one-off paper based instructions minimum fee of $500, plus $3.00 per issuance

DISBURSEMENTS – AS REQUIRED

› Admin fee per disbursement cycle – includes bank reconciliation $750.00 per disbursement

› Compute, issue and pay dividend check or ACH payment $1.25 per item

TAX REPORTING

› Calculate and print 1099 and 1042 tax forms (if dividend) Included

› Provide electronic file to the IRS Included

› Provide electronic file for K1 reporting to company’s accounting firm (if required)

$500.00 each file

› Coordinate W8/W9 solicitations $1.10 per shareholder

ESCHEATMENT AND LOST SHAREHOLDER SEARCH

› Annual administration $1,500.00

› State required due diligence search $4.00 per account per search

› State report fee $125 per report ($25 for nil report)

› Account processed $1.25 per account escheated

› SEC required lost shareholder search $2.00 per account per search

QUICKCERT (Optional)

› Initial certificate design $250.00

› Per charge for change in certificate design $150.00

› Per certificate printed, including security paper costs $0.75

OTHER

› Rush transfers completed within 24 hours of receipt, per transaction $150.00

› Provision of SAS70 reports $500 per report

› DRS transaction advices $1.00 each


Specific Services Provided


ADMINISTRATION

› Annual administrative services as transfer agent and registrar for the common shares of the company

› Assignment of relationship manager

ACCOUNT MAINTENANCE

› Maintain registered shareholder accounts

› Create new shareholder accounts

› Post and acknowledge address changes

› Process other routine file maintenance adjustments

› Post all transactions, including debit and credit certificates to the shareholder file

› Respond to requests for audit confirmations

› Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting

› Obtain tax certifications

› Administer unexchanged classes of stock

SHARE ISSUANCE

› Issue, cancel and register shares

› Process all legal transfers as appropriate

› Combine certificates into larger and/or smaller denominations

› Replace lost certificates in accordance with UCC guidelines and Computershare policy (subject to shareholder-paid

fee and bond premium)

› Place, maintain and remove stop-transfer notations

NOTE: Certificate issuance, document review and presenter based transfer fees may apply.

DIRECT REGISTRATION SYSTEM

› Register, issue and hold shares in book-entry form

› Transfer shares electronically to and from brokerage accounts via the Depository Trust Company

› Process Web, IVR and telephone sales for units held in direct registration (sale fees charged to shareholder),

pursuant to the terms and conditions, including applicable fees, of the sales facility

SHAREHOLDER COMMUNICATIONS

› Provide company-specific shareholder contact number

› Provide around-the-clock IVR (subject to system maintenance)

› Respond to shareholder inquiries (telephone, written, email and Web)

› Record all shareholder calls

› Scan and image incoming correspondence from shareholders

ONLINE ACCESS

› Provide Internet access to “Issuer Online,” desktop access to corporate and shareholder information administered

by Computershare, which permits data management including generating standard reports such as Top 10 - 200

shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range

› Access to real-time proxy voting information via Proxy Watch section of Issuer Online

› Provide Internet access to “Investor Centre,” which provides shareholder account information, transaction

capabilities, downloadable forms and FAQs




DIVIDEND DISBURSEMENT – IF REQUIRED

› Receive all funds one day prior to payable date via Federal Funds Wire, ACH or Demand Deposit Account debit

› Coordinate the mailing of dividends checks

› Prepare and file Federal Information Returns (Form 1099) of dividends paid in a year

› Prepare and file State Information Returns of dividends paid in a year to shareholders resident within such state

› Prepare and file annual withholding return (Form 1042) and payments to the government of income taxes

withheld from non-resident aliens

› Coordinate the mailing of Form 1099 to shareholders

› Replace lost dividend checks

› Reconcile paid and outstanding checks

› Code “undeliverable” accounts to suppress mailing dividend checks to same

› Keep records of accumulated uncashed dividends

› Perform the following duties as required by the Interest and Dividend Tax Compliance Act of 1983:

› Withhold tax from shareholder accounts not in compliance with the provisions of the Act

› Reconcile and report taxes withheld, including additional 1099 reporting requirements, to the Internal Revenue

Service

› Mail to new accounts who have had taxes withheld, to inform them of procedures to be followed to curtail

subsequent back-up withholding

› Perform shareholder file adjustments to reflect certification of accounts

DIRECT DEPOSIT OF DIVIDENDS – IF REQUIRED

› Review cards for accuracy and completeness and identify cards with incomplete information

› Mail cure letter to shareholders with incomplete cards

› Identify cards received after the cut-off date

› Code accounts for ACH and perform pre-note test

› Identify rejected ACH transmissions, and mail dividend check and explanation letter to shareholders with rejected

transmissions

› Respond to shareholder inquiries concerning the ACH program

› Code cards received after cut-off date

› Calculate basis the share breakdown for ACH vs. other dividend payments and notify the customer of funding

amount for ACH transmissions and other payable date funds

› Credit ACH designated bank accounts automatically on dividend payable date

› Maintain ACH participant file, including coding new ACH accounts

› Process termination requests

› Maintain records including retention of authorization cards

INTERNATIONAL CURRENCY EXCHANGE SERVICES

› Allow shareholders to elect to receive sale proceeds and dividend payments in foreign currencies (subject to

certain geographic restrictions) by check or by electronic funds transfer in accordance with Transfer Agent’s

guidelines (fees paid by Shareholders)




ANNUAL MEETING

› Prepare a full shareholder list as of the annual meeting record date

› Address proxy cards for all registered shareholders

› Coordinate the mailing of the proxy card, proxy statement, return envelope and Annual Report to all registered

shareholders

› Receive, open and exam returned proxy cards

› Tabulate returned proxy cards

› Provide online access to proxy vote status

› Attend annual meeting as Inspector of Election (travel expenses billed as incurred)

› Prepare a final annual meeting list reflecting how each account has voted on each proposal

OPTIONAL ANNUAL MEETING SERVICES (subject to additional charges)

› Electronic delivery of proxy material

› Provide householding of materials to the same address

› Provide Internet and telephone voting ($1,500 set-up, $0.25 per phone vote, $0.18 per online vote)

› Provide notice and access related services

› Accept and load other related proxy files, 401K, ESPP and other stock issues not on our recordkeeping system

($175 each to load, $500 per file to tabulate)

› Provide proxy solicitation services by Georgeson

› Broker search and beneficial or "street holder" distribution ($250 each)

› Provide shareholder list to third party for proxy tabulation ($0.50 each, $1,000 min, $10,000 max)

› Provide financial printing of 10ks, proxy statements and other related documents

DIRECT FILING OF ABANDONED PROPERTY

› Coordinate the mailing of due diligence notices to all qualifying shareholder accounts as defined by the state filing

matrix

› Process returned due diligence notices and remit property to shareholders prior to escheatment

› Prepare and file preliminary and final abandoned property reports

› Prepare and file checks for each state covering unclaimed funds as per state requirements

› Issue and file stock certificate(s) registered to the applicable state(s) representing returned (RPO) certificates and

underlying share positions

› Retain, as required by law or otherwise, records of property escheated to the several states and responding, after

appropriate research, to shareholder inquiries relating to same

LOST SHAREHOLDER SEARCH

› Perform electronic database searches in accordance with SEC requirements

› Update new addresses provided by search firm

› Send verification form to shareholder to validate address

› Reissue abandoned property held to shareholders upon receipt of signed verification form

OUT-OF-POCKET EXPENSES

These include but are not limited to the following, and will be charged separately:

› Telephone charges

› Travel by a Computershare employee at the company’s request, at cost

› Stationery, design, programming, printing, insertion and postage

› Record storage




BILLING

› Fees are subject to change with a 30 day notice

› We reserve the right to bid any unforeseen charges not covered in this schedule. Charges for services other than

those quoted herein will be based upon an analysis of the work required. Programming and staff time will be

billed at current rates.

› All payments are in U.S. Dollars

TERMS AND SERVICES

› Additional charges will be imposed for services not specifically priced

› Tapes received from outside sources must be provided in a format that is acceptable to Computershare

› A termination fee of at least 15% of the most recent 12 months invoices or $3,500, whichever is the higher, will

be charged when transferring records to another agent. This fee covers the preparation of a conversion tape and

the expenses incurred for ongoing inquiries and continued support after termination.


Dividend Paying Client

Transfer Agency and Service Agreement

Between

SEBC Holdings, LP

and

Computershare Trust Company, N.A.

and

Computershare Inc.


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Table of Contents

1 Certain Definitions.................................................................................................................. 1

2 Appointment of Agent. ........................................................................................................... 2

3 Standard Services.................................................................................................................... 3

4 Computershare Distribution and Dividend Disbursing and Payment Services. ..................... 5

5 Optional Services. ................................................................................................................... 5

6 Fees and Expenses .................................................................................................................. 6

7 Representations and Warranties.............................................................................................. 7

8 Indemnification and Limitation of Liability. .......................................................................... 8

9 Damages................................................................................................................................ 10

10 Responsibilities of the Company. ..................................................................................... 10

11 Confidentiality .................................................................................................................. 11

12 Term and Termination. ..................................................................................................... 12

13 Assignment ....................................................................................................................... 14

14 Subcontractors and Unaffiliated Third Parties.................................................................. 14

15 Miscellaneous. .................................................................................................................. 14


AGREEMENT made as of the ____day of _____________, 2009 by and between SEBCHoldings, LP, a limited partnership, having its principal office and place of business at[COMPANY ADDRESS] (the “Partnership”), and Computershare Inc., a Delaware corporation,and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trustcompany, having its principal office and place of business at 250 Royall Street, Canton,Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” andthe “Trust Company”, respectively).

WHEREAS, the Partnership desires to appoint the Trust Company as sole transfer agentand registrar, and Computershare as dividend disbursing agent and processor of all paymentsreceived or made by the Partnership under this Agreement;

WHEREAS, the Trust Company and Computershare will each separately providespecified services covered by this Agreement and, in addition, the Trust Company may arrangefor Computershare to act on behalf of the Trust Company in providing certain of its servicescovered by this Agreement; and

WHEREAS, the Trust Company and Computershare desire to accept such respectiveappointments and perform the services related to such appointments;

NOW THEREFORE, in consideration of the mutual covenants herein contained, theparties hereto agree as follows:

1 CERTAIN DEFINITIONS.

1.1 “Account” shall mean the account of each Unitholder which reflects any full orfractional Units held by such Unitholder, outstanding funds, or reportable tax information.

1.2 “Agreement” shall mean this agreement and any and all exhibits or schedulesattached hereto and any and all amendments or modifications which may from time to time beexecuted.

1.3 “Services” shall mean all services performed by the Transfer Agent pursuant tothis Agreement.

1.4 “Unit” shall mean the Partnership’s common units, the Partnership’s seniorpreferred units and the Partnership’s junior preferred units, authorized by the Partnership’sAmended and Restated Agreement of Limited Partnership, and other classes of the Partnership’sunits to be designated by the Partnership in writing and which the Transfer Agent agrees toservice under this Agreement.

1.5 “Unitholder” shall mean the holder of record of Units.

1.6 “Unitholder Data” shall mean all information maintained on the records databaseof the Transfer Agent concerning Unitholders.


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2 APPOINTMENT OF AGENT.

2.1 Appointments. The Partnership hereby appoints the Trust Company to act as soletransfer agent and registrar for all Units and appoints Computershare as the service provider tothe Trust Company and as dividend disbursing agent and processor of all payments received ormade by or on behalf of the Partnership under this Agreement, and the Trust Company andComputershare accept the respective appointments.

2.2 Documents. In connection with appointing the Trust Company as the transferagent and registrar for the Partnership, the Partnership has provided or will provide the followingappointment and corporate authority documents, as applicable, to the Transfer Agent:

(a) Copies of resolutions appointing the Trust Company as the transfer agent;

(b) Copies of any Registration Statements and amendments thereto, filed withthe Securities and Exchange Commission, for initial public offerings;

(c) Specimens of all forms of outstanding unit certificates for Units, in formsapproved by the General Partner of the Partnership, with a certificate of anofficer of the General Partner of the Partnership as to such approval;

(d) Specimens of the signatures of the officers of the General Partner of thePartnership authorized to sign unit certificates and authorized to signwritten instructions and requests;

(e) An opinion of counsel for the Partnership addressed to both the TrustCompany and Computershare with respect to:

(i) The Partnership’s organization and existence under the laws of itsstate of organization;

(ii) The status of all Units of the Partnership covered by theappointment under the Securities Act of 1933, as amended (the“1933 Act”), and any other applicable federal or state statute; and

(iii) That all issued Units are, and all unissued Units will be, whenissued, validly issued, fully paid and non-assessable;

(f) A copy of the Amended and Restated Agreement of Limited Partnershipof the Partnership;

(g) Copies of all material amendments to the Amended and RestatedAgreement of Limited Partnership of the Partnership made after the dateof this Agreement, promptly after such amendments are made; and

(h) A certificate of the Partnership as to the Units authorized, issued andoutstanding, as well as a description of all reserves of unissued Unitsrelating to the exercise of options.


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2.3 Records. The Transfer Agent may adopt as part of its records all lists of holders,records of the Partnership’s units, books, documents and records which have been employed byany former agent of the Partnership for the maintenance of the ledgers for the Units, providedsuch ledger is certified by an officer of the General Partner of the Partnership or the prior transferagent to be true, authentic and complete. The Transfer Agent shall keep records relating to theServices, in the form and manner it deems advisable. The Transfer Agent agrees that all suchrecords prepared or maintained by it relating to the Services are the property of the Partnershipand will be preserved, maintained and made available in accordance with the requirements oflaw, and will be surrendered promptly to the Partnership on and in accordance with its request.

2.4 Units. The Partnership shall, if applicable, inform the Transfer Agent as to (i) theexistence or termination of any restrictions on the transfer of Units and in the application to orremoval from any unit certificate of any legend restricting the transfer of such Units or thesubstitution for such certificate of a certificate without such legend, (ii) any authorized butunissued Units reserved for specific purposes, (iii) any outstanding Units which areexchangeable for Units and the basis for exchange, (iv) reserved Units subject to option and thedetails of such reservation, and (v) special instructions regarding dividends and information offoreign Unitholders.

2.5 Certificates. The Partnership shall deliver to the Transfer Agent an appropriatesupply of unit certificates, which certificates shall provide a signature panel for use by an officerof or authorized signor for the Transfer Agent to sign as transfer agent and registrar, and whichshall state that such certificates are only valid after being countersigned and registered, orprovide the Transfer Agent with documentation required to print on demand unit certificates, asthe case may be.

3 STANDARD SERVICES.

3.1 Unit Services. The Transfer Agent shall perform the following Unit Services:

(a) issue and record the appropriate number of Units as authorized and holdsuch Units in the appropriate Unitholder Account;

(b) effect transfers of Units by the registered owners thereof upon receipt ofappropriate documentation; and

(c) issue replacement certificates for those certificates alleged to have beenlost, stolen or destroyed, upon receipt by the Transfer Agent of an openpenalty surety bond satisfactory to it and holding it and the Partnershipharmless, absent notice to the Transfer Agent that such certificates havebeen acquired by a bona fide purchaser. The Transfer Agent may, at itsoption, issue replacement certificates in place of mutilated unit certificatesupon presentation thereof without such indemnity. Further, the TransferAgent may, at its sole option, accept indemnification from the Partnershipto issue replacement certificates for those certificates alleged to have beenlost, stolen or destroyed in lieu of an open penalty bond.


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3.2 Unclaimed Property and Lost Unitholders. The Transfer Agent shall reportunclaimed property to each state in compliance with applicable law and shall comply with Rule17Ad-17 promulgated under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), for lost Unitholders.

3.3 Computer Services. The Transfer Agent shall provide the following computerServices:

(a) Unitholder Internet Services. The Transfer Agent shall provide internetaccess to the Partnership’s Unitholders through the Transfer Agent’s website, www.computershare.com (“Unitholder Internet Services”), pursuantto its established procedures (“Security Procedures”) and fees, to allowUnitholders to view their Account information and perform certain on-linetransactions. The Unitholder Internet Services are provided “as is,” on an“as available” basis, and the Transfer Agent hereby specifically disclaimsany and all representations or warranties, express or implied, regardingsuch Services, including any implied warranty of merchantability orfitness for a particular purpose and implied warranties arising from courseof dealing or course of performance. Notwithstanding the foregoing, inproviding Unitholder Internet Services, the Transfer Agent will complywith all applicable laws concerning consent to deliver and delivery ofdocuments electronically.

(b) Issuer Online. The Transfer Agent shall provide the Partnership withaccess to Unitholder Data maintained on the Transfer Agent’s databasesand computer system through the Internet (“Issuer Online”) subject to theterms and conditions set forth herein and pursuant to the Transfer Agent’sestablished procedures, to be provided to the Partnership.

(c) Proprietary Information. The Partnership acknowledges that thedatabases, computer programs, screen formats, report formats, interactivedesign techniques, and documentation manuals furnished to thePartnership by the Transfer Agent as part of Issuer Online, or otherwise,are under the control and ownership of the Transfer Agent or other thirdparty (including its affiliates) and constitute copyrighted, trade secret, orother proprietary information (collectively, “Proprietary Information”) ofsubstantial value to the Transfer Agent or other third party. In no eventshall Proprietary Information be deemed Unitholder Data. ThePartnership agrees to treat all Proprietary Information as confidential inaccordance with the provisions of Section 11 of this Agreement.

(d) Third Party Content. Organizations from which the Transfer Agent mayobtain certain data included in the Services are solely responsible for thecontents of such data and the Partnership agrees to make no claim againstthe Transfer Agent arising out of the contents of such third party data,including, but not limited to, the accuracy thereof.


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(e) Employees and Agents. Each party shall take reasonable efforts to adviseits employees and agents of their respective obligations pursuant to thisSection 3.3.

4 COMPUTERSHARE DISTRIBUTION AND DIVIDEND DISBURSING ANDPAYMENT SERVICES.

4.1 Declaration of Distributions or Dividends. Upon receipt of a written notice fromthe General Partner of the Partnership declaring a distribution or the payment of a dividend,Computershare shall disburse such distribution or dividend payments provided that in advance ofthe applicable check mailing date the Partnership furnishes Computershare with sufficient funds.The payment of such funds to Computershare for the purpose of being available for the paymentof distributions or dividends from time to time is not intended by the Partnership to confer anyrights in such funds on Unitholders whether in trust, contract, or otherwise.

4.2 Stop Payments. The Partnership hereby authorizes Computershare to stoppayment of checks issued in payment of distributions or dividends or for sales proceeds, but notpresented for payment, when the payees thereof allege either that they have not received thechecks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault oftheirs, are otherwise beyond their control and cannot be produced by them for presentation andcollection, and Computershare shall issue and deliver duplicate checks in replacement thereof,and the Partnership shall indemnify the Transfer Agent against any loss or damage resulting fromreissuance of the checks.

4.3 Tax Withholding. The Partnership hereby authorizes Computershare to deductfrom all distributions or dividends declared by the Partnership and disbursed by Computershare,as distributions or dividend disbursing agent, the tax required to be withheld pursuant to Sections1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any federal orstate statutes subsequently enacted, and to make the necessary return and payment of such tax inconnection therewith; provided, however, that prior to making any such deductions,Computershare shall consult with the General Partner of the Partnership and its advisors toensure that such deductions are in compliance with the Amended and Restated LimitedPartnership Agreement of the Partnership.

4.4 Bank Accounts. The Partnership acknowledges that the bank accountsmaintained by Computershare in connection with the Services will be in Computershare’s nameand that Computershare may receive investment earnings in connection with the investment atComputershare’s risk and for its benefit of funds held in those accounts from time to time.

5 OPTIONAL SERVICES.

5.1 Optional Services To the extent that the Partnership elects to engage any entityother than the Transfer Agent (each a “Partnership Vendor”) to provide any of the services listedbelow, the Partnership shall give the Transfer Agent the right of first refusal to provide suchservices upon the same terms and fees as a Partnership Vendor:

(a) Employee Stock Purchase or Option Plan services; and


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(b) Corporate Actions services (including, inter alia, odd lot buy backs,exchanges, mergers, redemptions, subscriptions, capital reorganizations,coordination of post-merger services and special meetings).

5.2 In the event that a Partnership Vendor provides the services set forth in Section5.1, the Partnership shall pay the Transfer Agent its standard fees and expenses charged by theTransfer Agent for Services rendered to support the above Services rendered by the PartnershipVendor for the benefit of the Partnership.

6 FEES AND EXPENSES.

6.1 Fee and Service Schedules. The Partnership agrees to pay the Transfer Agent thefees for Services performed pursuant to this Agreement as set forth in the Fee and ServiceSchedule attached hereto and incorporated herein, for the initial term of the Agreement (the“Initial Term”). The parties to this Agreement shall use commercially reasonable efforts to agreeupon a fee schedule for an upcoming Renewal Term (as defined below) no later than sixty (60)days before the expiration of the Initial Term or a Renewal Term, whichever is applicable. If nonew fee schedule is agreed upon, the fees for Services performed pursuant to this Agreement willincrease as set forth in the Term Section of the Fee and Service Schedule.

6.2 Out-of-Pocket Expenses. In addition to the fees paid under Section 6.1 above, thePartnership agrees to reimburse the Transfer Agent for out-of-pocket expenses incurred by theTransfer Agent as set out in the Fee and Service Schedule attached hereto.

6.3 Conversion Funds. Conversion funding required by any out of proof conditioncaused by a prior agent’s services shall be advanced to the Transfer Agent prior to thecommencement of Services.

6.4 Invoices. The Partnership agrees to pay all fees and reimbursable expenses withinthirty (30) days of the date of the respective billing notice, except for any fees or expenses thatare subject to good faith dispute. In the event of such dispute, the Partnership may only withholdthat portion of the fee or expense subject to such dispute. The Partnership shall settle suchdisputed amounts within five (5) business days of the day on which the parties agree on theamount to be paid by payment of the agreed amount. If no agreement is reached, then suchdisputed amounts shall be settled as may be required by law or legal process.

6.5 Late Payments.

(a) If any undisputed amount in an invoice of the Transfer Agent (for fees orreimbursable expenses) is not paid within thirty (30) days after receipt ofsuch invoice, the Partnership shall pay the Transfer Agent interest thereon(from the due date to the date of payment) at a per annum rate equal toeighteen percent (18%). Notwithstanding any other provision hereof, suchinterest rate shall be no greater than permitted under applicable provisionsof Massachusetts law.


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(b) The failure by the Partnership to pay an invoice within ninety (90) daysafter receipt of such invoice or the failure by the Partnership to timely paytwo consecutive invoices shall constitute a material breach pursuant toSection 12.4(a) of this Agreement. The Transfer Agent may terminate thisAgreement for such material breach immediately and shall not beobligated to provide the Partnership with thirty (30) days to cure suchbreach.

6.6 Overtime Charges. Overtime charges will be assessed in the event of a latedelivery to the Transfer Agent of Partnership material for mailings to Unitholders, unless themail date is rescheduled. Such material includes, but is not limited to, proxy statements,quarterly and annual reports and news releases.

7 REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties of Transfer Agent. The Transfer Agentrepresents and warrants to the Partnership that:

(a) Governance. The Trust Company is a federally chartered limited purposenational bank duly organized, validly existing, and in good standing underthe laws of the United States and Computershare is a corporation dulyorganized, validly existing, and in good standing under the laws of theState of Delaware and each has full power, authority and legal right toexecute, deliver and perform this Agreement. The execution, delivery andperformance of this Agreement by the Transfer Agent has been dulyauthorized by all necessary action and constitutes the legal, valid andbinding obligation of the Transfer Agent enforceable against the TransferAgent in accordance with its terms;

(b) Compliance with Laws. The execution, delivery and performance of thisAgreement by the Transfer Agent will not violate, conflict with or result inthe breach of any material term, condition or provision of, or require theconsent of any other party to, (i) any existing law, ordinance, orgovernmental rule or regulation to which the Transfer Agent is subject, (ii)any judgment, order, writ, injunction, decree or award of any court,arbitrator or governmental or regulatory official, body or authority whichis applicable to the Transfer Agent, (iii) the incorporation documents orby-laws of the Transfer Agent, or (iv) any material agreement to which theTransfer Agent is a party;

(c) Partnership’s Agent. The Transfer Agent is engaged in an independentbusiness and will perform its obligations under this Agreement as an agentof the Partnership.

7.2 Representations and Warranties of Partnership. The Partnership represents andwarrants to the Transfer Agent that:


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(a) Governance. It is a limited partnership duly organized, validly existingand in good standing under the laws of the State of Delaware, and it hasfull power, authority and legal right to enter into and perform thisAgreement. The execution, delivery and performance of this Agreementby the Partnership has been duly authorized by all necessary action andconstitutes the legal, valid and binding obligation of the Partnershipenforceable against the Partnership in accordance with its terms;

(b) Compliance with Laws. The execution, delivery and performance of thisAgreement by the Partnership will not violate, conflict with or result in thebreach of any material term, condition or provision of, or require theconsent of any other party to, (i) any existing law, ordinance, orgovernmental rule or regulation to which the Partnership is subject, (ii)any judgment, order, writ, injunction, decree or award of any court,arbitrator or governmental or regulatory official, body or authority whichis applicable to the Partnership, (iii) the charter documents of thePartnership, or (iv) any material agreement to which the Partnership is aparty; and

(c) Bankruptcy Code. The Units being issued pursuant to the Trustee’s ThirdAmended Chapter 11 of Reorganization for Southeast BankingCorporation (the “Plan”) are being issued without registration under the1933 Act, and without qualification or registration under any state or locallaw requiring registration for the offer or sale of a security or registrationor licensing of an issuer or underwriter of, or broker or dealer in, asecurity, pursuant to an exemption from such registration and qualificationcontained in Section 1145 of the Bankruptcy Code.

8 INDEMNIFICATION AND LIMITATION OF LIABILITY.

8.1 Partnership Indemnity. The Partnership shall indemnify and hold the TransferAgent harmless from and against, and the Transfer Agent shall not be responsible for, any and alllosses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses andliability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors requiredto be taken pursuant to this Agreement provided such actions are taken ingood faith and without gross negligence or willful misconduct;

(b) The Partnership’s lack of good faith, negligence or willful misconduct orthe breach of any representation or warranty of the Partnership hereunder;

(c) The reliance or use by the Transfer Agent or its agents or subcontractorsof any information, records, data, and documents which have beenprepared and/or maintained by the Partnership or any other person or firmon behalf of the Partnership and provided to the Transfer Agent or itsagents or subcontractors. Such other person or firm shall include any


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former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not thecurrent registrar;

(d) The reliance or use by the Transfer Agent or its agents or subcontractorsof (i) any paper or document reasonably believed to be genuine and tohave been signed by the proper person or persons, including Unitholders,and (ii) electronic instructions from Unitholders submitted through theUnitholder Internet Services, from the Partnership through Issuer Online,or through any other electronic means pursuant to security proceduresestablished by the Transfer Agent;

(e) The negotiation and processing of all checks, including checks that aretendered to the Transfer Agent for the purchase of Units; and

(f) The recognition, acceptance, or processing by the Transfer Agent of unitcertificates which are reasonably believed to bear the proper manual orfacsimile signatures of officers of the General Partner of the Partnership,and the proper countersignature of any former transfer agent or formerregistrar, or of a co-transfer agent or co-registrar;

provided, however, that the Partnership’s aggregate liability during any term ofthis Agreement with respect to, arising from, or arising in connection with the foregoing,whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paidhereunder by the Partnership to the Transfer Agent as fees and charges, but not includingreimbursable expenses, during the Initial Term and any Renewal Terms of this Agreement.

8.2 Instructions. From time to time, the Partnership may provide the Transfer Agentwith instructions concerning the Services. In addition, at any time the Transfer Agent may applyto any officer of the General Partner of the Partnership for instruction, and may consult withlegal counsel for the Transfer Agent or the Partnership with respect to any matter arising inconnection with the Services to be performed by the Transfer Agent under this Agreement, andthe Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnifiedby the Partnership for any action taken or omitted by the Transfer Agent in reliance upon anyPartnership instructions or upon the advice or opinion of such counsel. The Transfer Agent shallnot be held to have notice of any change of authority of any person, until receipt of written noticethereof from the Partnership.

8.3 Transfer Agent Indemnification/Limitation of Liability. The Transfer Agent shallbe responsible for and shall indemnify and hold the Partnership harmless from and against anyand all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising outof or attributable to: (a) the Transfer Agent’s refusal or failure to comply with the terms of thisAgreement, (b) the Transfer Agent’s negligence or willful misconduct, or (c) the TransferAgent’s breach of any representation or warranty hereunder, in each case for which the TransferAgent is not entitled to indemnification under this Agreement; provided, however, that theTransfer Agent’s aggregate liability during any term of this Agreement with respect to, arisingfrom, or arising in connection with this Agreement, or from all Services provided or omitted to


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be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, andshall not exceed, the amounts paid hereunder by the Partnership to the Transfer Agent as feesand charges, but not including reimbursable expenses, during the Initial Term and any RenewalTerms of this Agreement.

8.4 Notice. As promptly as reasonably practicable after the receipt by one party (the“Indemnified Party”) of notice of any demand or claim or the commencement of any action, suit,proceeding or investigation (any of the foregoing, a “Claim”), the Indemnified Party shall, if aclaim in respect thereof is to be made against the other party (the “Indemnifying Party”), notifythe Indemnifying Party of such assertion; provided, however, that the failure of the IndemnifiedParty to so notify the Indemnifying Party shall not relieve the Indemnifying Party from anyliability hereunder except to the extent it is actually prejudiced as a result thereof and in anyevent shall not relieve it from any liability which it may have otherwise than on account of thisAgreement. The Indemnifying Party may assume, at its own expense, the defense of any suchClaim with counsel selected by it and, in such case, the Indemnifying Party shall not be obligatedto pay the fees and expenses for counsel to the Indemnified Party; provided, however, that theIndemnified Party may participate in the defense of such Claim at its own expense unless suchIndemnified Party (1) has been advised by counsel that representation of the Indemnified Partyand the Indemnifying Party by the same counsel presents a conflict of interest under applicablestandards of professional conduct or (2) the Indemnified Party has been advised by counsel thatthere may be legal defenses available to it which are different from or in addition to the defensesavailable to the Indemnifying Party and in the reasonable judgment of such counsel it isadvisable for the Indemnified Party to employ separate counsel. In no event shall theIndemnifying Party be liable for fees and expenses of more than one counsel (in addition to anylocal counsel) separate from its own counsel for the Indemnified Party in connection with anyone Claim or separate but similar or related Claims in the same jurisdiction arising out of thesame general allegations or circumstances. The Indemnifying Party shall not, without the priorwritten consent of the Indemnified Party, settle or compromise or consent to the entry of anyjudgment with respect to any Claim in respect of which indemnification or contribution could besought under this Section 8.4 (whether or not the Indemnified Party is an actual or potential partythereto), unless such settlement, compromise or consent (i) includes an unconditional release ofthe Indemnified Party from all liability arising out of such Claim and (ii) does not include astatement as to or an admission of fault, culpability or a failure to act by or on behalf of theIndemnified Party. In no event will the Indemnified Party consent to the entry of any judgmentor enter into any settlement with respect to any Claim for which it seeks indemnificationhereunder without the prior written consent of the Indemnifying Party.

9 DAMAGES.

No party shall be liable for any incidental, indirect, special or consequential damages ofany nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by abreach of any provision of this Agreement even if apprised of the possibility of such damages.

10 RESPONSIBILITIES OF THE COMPANY.

10.1 The Partnership agrees that it will perform, execute, acknowledge and deliver orcause to be performed, executed, acknowledged and delivered all such further and other acts,


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documents, instruments and assurances as may be reasonably required by the Transfer Agent forthe carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

10.2 Notification. The Partnership shall notify the Transfer Agent as soon as possiblein advance of any split, dividend or similar event which may affect the Units, and of anybankruptcy, insolvency, moratorium or other proceeding regarding the Partnership affecting theenforcement of creditors’ rights. Notwithstanding any other provision of this Agreement to thecontrary, the Transfer Agent will have no obligation to perform any Services under thisAgreement subsequent to the commencement of any bankruptcy, insolvency, moratorium orother proceeding regarding the Partnership affecting the enforcement of creditors’ rights unlessthe Transfer Agent receives assurance satisfactory to it that it will receive full payment for suchServices.

11 CONFIDENTIALITY.

11.1 Definition. Each party acknowledges and understands that any and all technical,trade secret, or business information, including, without limitation, financial information,business or marketing strategies or plans, product development, Partnership information,Unitholder information (including any non-public information of such Unitholder), proprietaryinformation, or proprietary software (including methods or concepts used therein, sources code,object code, or related technical information) which has been or is disclosed to the other or hasbeen or is otherwise obtained by the other, its affiliates, agents or representatives before orduring the term of this Agreement (the “Confidential Information”) is confidential andproprietary, constitutes trade secrets of the owner (or its affiliates), and is of great value andimportance to the success of the owner’s (or its affiliates’) business. The parties shall treat theterms and conditions (but not the existence) of this Agreement as the Confidential Information ofthe other party. Confidential Information shall not include any information that is: (a) alreadyknown to the other party or its affiliates at the time of the disclosure; (b) publicly known at thetime of the disclosure or becomes publicly known through no wrongful act or failure of the otherparty; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis bya third party not having a confidential relationship with the owner and which rightfully acquiredsuch information; or (d) independently developed by one party without access to the ConfidentialInformation of the other. Notwithstanding the foregoing, the parties hereto acknowledge that adraft of this Agreement was filed as an exhibit to the Plan with the United States BankruptcyCourt for the Southern District of Florida by the Chapter 11 Trustee for the bankruptcy estate ofSoutheast Banking Corporation.

11.2 Use and Disclosure. All Confidential Information relating to a party will be heldin confidence by the other party to the same extent and with at least the same degree of care assuch party protects its own confidential or proprietary information of like kind and import, but inno event using less than a reasonable degree of care. Neither party will disclose, duplicate,publish, release, transfer or otherwise make available Confidential Information of the other partyin any form to, or for the use or benefit of, any person or entity without the other party’s consent.Each party will, however, be permitted to disclose relevant aspects of the other party’sConfidential Information to its officers, affiliates, agents, subcontractors and employees to theextent that such disclosure is reasonably necessary for the performance of its duties andobligations under this Agreement and such disclosure is not prohibited by the Gramm-Leach-


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Bliley Act of 1999 (15 U.S.C. 6801 et seq.), as it may be amended from time to time (the “GLBAct”), the regulations promulgated thereunder or other applicable law. Each party will establishcommercially reasonable controls to ensure the confidentiality of the Confidential Informationand to ensure that the Confidential Information is not disclosed contrary to the provisions of thisAgreement, the GLB Act or any other applicable privacy law. Without limiting the foregoing,each party will implement such physical and other security measures as are necessary to(a) ensure the security and confidentiality of the Confidential Information; (b) protect against anythreats or hazards to the security and integrity of the Confidential Information; and (c) protectagainst any unauthorized access to or use of the Confidential Information. To the extent that anyduties and responsibilities under this Agreement are delegated to an agent or other subcontractor,the party ensures that such agent and subcontractor are contractually bound to confidentialityterms consistent with the terms of this Section 11.

11.3 Required or Permitted Disclosure. In the event that any requests or demands aremade for the disclosure of Confidential Information, other than requests to the Transfer Agentfor records of Unitholders pursuant to standard subpoenas from state or federal governmentauthorities (e.g., in divorce and criminal actions), the party receiving such request will notify theother party to secure instructions from an authorized officer of such party as to such request andto enable the other party the opportunity to obtain a protective order or other confidentialtreatment, unless such notification is otherwise prohibited by law or court order. Each partyexpressly reserves the right, however, to disclose Confidential Information to any personwhenever it is advised by counsel that it may be held liable for the failure to disclose suchConfidential Information or if required by law or court order.

11.4 Unauthorized Disclosure. As may be required by law and without limiting eitherparty’s rights in respect of a breach of this Section, each party shall:

(a) promptly notify the other party in writing of any unauthorized possession,use or disclosure of the other party’s Confidential Information by anyperson or entity that may become known to such party;

(b) promptly furnish to the other party full details of the unauthorizedpossession, use or disclosure; and

(c) promptly use commercially reasonable efforts to prevent a recurrence ofany such unauthorized possession, use or disclosure of ConfidentialInformation.

11.5 Costs. Each party shall bear the costs it incurs as a result of compliance with thisSection 11.

12 TERM AND TERMINATION.

12.1 Term. The Initial Term of this Agreement shall be three (3) years from the datefirst stated above, unless terminated pursuant to the provisions of this Section 12. ThisAgreement shall renew automatically from year to year (each a “Renewal Term”), unless a


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terminating party gives written notice to the other party not less than sixty (60) days before theexpiration of the Initial Term or Renewal Term, whichever is in effect.

12.2 Early Termination. Notwithstanding anything contained in this Agreement to thecontrary, should the Partnership desire to move any of its Services provided by the TransferAgent hereunder to a successor service provider prior to the expiration of the then current Initialor Renewal Term, or without the required notice period, the Transfer Agent shall make a goodfaith effort to facilitate the conversion on such prior date, however, there can be no guaranteethat the Transfer Agent will be able to facilitate a conversion of Services on such prior date. Inconnection with the foregoing, should Services be converted to a successor service provider, or ifthe Partnership is liquidated or its assets merged or purchased or the like with another entitywhich does not utilize the services of the Transfer Agent, the fees payable to the Transfer Agentshall be calculated as if the Services had remained with the Transfer Agent until the expiration ofthe then current Initial or Renewal Term and calculated at existing rates on the date notice oftermination was given to the Transfer Agent, and the payment of fees to the Transfer Agent asset forth herein shall be accelerated to the date prior to the conversion or termination of Services.This Section 12.2 shall not apply if the Transfer Agent is terminated for cause under Section12.4(a) of this Agreement. Once this Agreement is terminated, any and all other Servicesprovided by Transfer Agent for the Partnership will be deemed terminated on said date.

12.3 Expiration or Termination of Term. In the event of the expiration or terminationof this Agreement by either party, all reasonable out-of-pocket expenses associated with themovement of records and material will be borne by the Partnership. Additionally, the TransferAgent will charge a de-conversion/transition fee in an amount equal to 10% of the aggregate feesincurred by the Partnership during the immediately preceding twelve (12) month period,provided, however, that such fee shall in no event be less than three thousand, seven hundred andfifty ($3,750.00) dollars.

12.4 Termination. This Agreement may be terminated in accordance with thefollowing:

(a) at any time by any party upon a material breach of a representation,covenant or term of this Agreement by any other unaffiliated party whichis not cured within a period not to exceed thirty (30) days after the date ofwritten notice thereof by one of the other parties; and

(b) by the Transfer Agent, at any time, in the event that during the term of thisAgreement, a bankruptcy or insolvency proceeding is filed by or againstthe Partnership or a trustee or receiver is appointed for any substantial partof the Partnership’s property (and in a case of involuntary bankruptcy,insolvency or receivership proceeding, there is entered an order for relief,or order appointing a receiver or some similar order or decree and thePartnership does not succeed in having such order lifted or stayed withinsixty (60) days from the date of its entry), or the Partnership makes anassignment of all or substantially all of its property for the benefit ofcreditors or ceases to conduct its operations in the normal course ofbusiness.


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13 ASSIGNMENT.

13.1 Consent. Except as otherwise provided in Section 13.2 below, neither thisAgreement nor any rights or obligations hereunder may be assigned by the Partnership or theTransfer Agent without the prior written consent of the other, which consent shall not beunreasonably withheld.

13.2 Affiliates. The Transfer Agent may, without further consent of the Partnership,assign any of its rights and obligations hereunder to any affiliated transfer agent registered underRule 17Ac2 promulgated under the Exchange Act.

14 SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES.

14.1 Subcontractors. The Transfer Agent may, without further consent of thePartnership, subcontract with (i) any affiliates, or (ii) unaffiliated subcontractors for suchservices as may be required from time to time (e.g. lost shareholder searches, escheatment,telephone, and mailing services), provided, however, that the Transfer Agent shall be as fullyresponsible to the Partnership for the acts and omissions of any subcontractor as it is for its ownacts and omissions.

14.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon theTransfer Agent in connection with or make the Transfer Agent liable for the actions or omissionsto act of unaffiliated third parties (other than subcontractors referenced in Section 14.1 above)such as, by way of example and not limitation, airborne services, the U.S. mails andtelecommunication companies; provided, however, that if the Transfer Agent selected suchcompany, the Transfer Agent shall have exercised due care in selecting the same.

15 MISCELLANEOUS.

15.1 Notices. Any notice or communication by the Transfer Agent or the Partnershipto the other is duly given if in writing and delivered in person or mailed by first class mail,postage prepaid, telecopier or overnight air courier guaranteeing next day delivery, to the other’saddress:

If to the Partnership: SEBC Holdings, LPc/o SCS Management LLC_______________________________________________________________Telecopy No.:Attn:

If to the TransferAgent:

Computershare Trust Company, N.A.c/o Computershare Inc.250 Royall StreetCanton, MA 02021


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Telecopy No.: (781) 575-4210Attn: General Counsel

15.2 No Expenditure of Funds. No provision of this Agreement shall require theTransfer Agent to expend or risk its own funds or otherwise incur any financial liability in theperformance of any of its duties hereunder or in the exercise of its rights if it shall believe ingood faith that repayment of such funds or adequate indemnification against such risk or liabilityis not reasonably assured to it.

15.3 Successors. All the covenants and provisions of this Agreement by or for thebenefit of the Partnership or the Transfer Agent shall bind and inure to the benefit of theirrespective successors and assigns hereunder.

15.4 Amendments. This Agreement may be amended or modified by a writtenamendment executed by the parties hereto.

15.5 Severability. If any term, provision, covenant or restriction of this Agreement isheld by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,the remainder of the terms, provision, covenants and restrictions of this Agreement shall remainin full force and effect and shall in no way be affected, impaired or invalidated.

15.6 Governing Law. This Agreement shall be governed by the laws of theCommonwealth of Massachusetts.

15.7 Force Majeure. Notwithstanding anything to the contrary contained herein, theTransfer Agent shall not be liable for any delays or failures in performance resulting from actsbeyond its reasonable control including, without limitation, acts of God, terrorist acts, shortageof supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, orloss of data due to power failures or mechanical difficulties with information storage or retrievalsystems, labor difficulties, war, or civil unrest.

15.8 Third Party Beneficiaries. The provisions of this Agreement are intended tobenefit only the Transfer Agent, the Partnership and their respective permitted successors andassigns. No rights shall be granted to any other person by virtue of this Agreement, and there areno third party beneficiaries hereof.

15.9 Survival. All provisions regarding indemnification, warranty, liability and limitsthereon, and confidentiality and protection of proprietary rights and trade secrets shall survivethe termination or expiration of this Agreement.

15.10 Priorities. In the event of any conflict, discrepancy, or ambiguity between theterms and conditions contained in this Agreement and any schedules or attachments hereto, theterms and conditions contained in this Agreement shall take precedence.


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15.11 Merger of Agreement. This Agreement constitutes the entire agreement betweenthe parties hereto and supersedes any prior agreement with respect to the subject matter hereof,whether oral or written.

15.12 No Strict Construction. The parties hereto have participated jointly in thenegotiation and drafting of this Agreement. In the event any ambiguity or question or intent orinterpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto,and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue ofthe authorship of any provision of this Agreement.

15.13 Descriptive Headings. Descriptive headings contained in this Agreement areinserted for convenience only and shall not control or affect the meaning or construction of anyof the provisions hereof.

15.14 Counterparts. This Agreement may be executed in any number of counterpartsand each of such counterparts shall for all purposes be deemed to be an original, and all suchcounterparts shall together constitute but one and the same instrument.

[The remainder of page intentionally left blank.]


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to beexecuted by one of its duly authorized signatories, all as of the date first written above.

Computershare Inc. andComputershare Trust Company, N. A.On Behalf of Both Entities:

SEBC Holdings, LP

By:Name:Title:

By:Name:Title:


Stock Transfer Fee Schedule and Scope of Services


ACCOUNT MANAGEMENT FEE

The administration fee for our services as transfer agent for up to 1,500 accounts will be:

$900.00 per month

$4.00 per account above 1,500

The administration fee for our services as transfer agent for each class of preferred stock issued for

up to 250 accounts within each file will be: $1,000.00 per year each class

$4.00 per account above 250 in each class

ISSUANCES FROM CREDITOR AND BONDHOLDER FILES

Electronic formatted instructions $250.00 per file – plus $1.50 per issuance

For one-off paper based instructions minimum fee of $500, plus $3.00 per issuance

DISBURSEMENTS – AS REQUIRED

› Admin fee per disbursement cycle – includes bank reconciliation $750.00 per disbursement

› Compute, issue and pay dividend check or ACH payment $1.25 per item

TAX REPORTING

› Calculate and print 1099 and 1042 tax forms (if dividend) Included

› Provide electronic file to the IRS Included

› Provide electronic file for K1 reporting to company’s accounting firm (if required)

$500.00 each file

› Coordinate W8/W9 solicitations $1.10 per shareholder

ESCHEATMENT AND LOST SHAREHOLDER SEARCH

› Annual administration $1,500.00

› State required due diligence search $4.00 per account per search

› State report fee $125 per report ($25 for nil report)

› Account processed $1.25 per account escheated

› SEC required lost shareholder search $2.00 per account per search

QUICKCERT (Optional)

› Initial certificate design $250.00

› Per charge for change in certificate design $150.00

› Per certificate printed, including security paper costs $0.75

OTHER

› Rush transfers completed within 24 hours of receipt, per transaction $150.00

› Provision of SAS70 reports $500 per report

› DRS transaction advices $1.00 each




ADMINISTRATION

› Annual administrative services as transfer agent and registrar for the common shares of the company

› Assignment of relationship manager

ACCOUNT MAINTENANCE

› Maintain registered shareholder accounts

› Create new shareholder accounts

› Post and acknowledge address changes

› Process other routine file maintenance adjustments

› Post all transactions, including debit and credit certificates to the shareholder file

› Respond to requests for audit confirmations

› Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting

› Obtain tax certifications

› Administer unexchanged classes of stock

SHARE ISSUANCE

› Issue, cancel and register shares

› Process all legal transfers as appropriate

› Combine certificates into larger and/or smaller denominations

› Replace lost certificates in accordance with UCC guidelines and Computershare policy (subject to shareholder-paid

fee and bond premium)

› Place, maintain and remove stop-transfer notations

NOTE: Certificate issuance, document review and presenter based transfer fees may apply.

DIRECT REGISTRATION SYSTEM

› Register, issue and hold shares in book-entry form

› Transfer shares electronically to and from brokerage accounts via the Depository Trust Company

› Process Web, IVR and telephone sales for units held in direct registration (sale fees charged to shareholder),

pursuant to the terms and conditions, including applicable fees, of the sales facility

SHAREHOLDER COMMUNICATIONS

› Provide company-specific shareholder contact number

› Provide around-the-clock IVR (subject to system maintenance)

› Respond to shareholder inquiries (telephone, written, email and Web)

› Record all shareholder calls

› Scan and image incoming correspondence from shareholders

ONLINE ACCESS

› Provide Internet access to “Issuer Online,” desktop access to corporate and shareholder information administered

by Computershare, which permits data management including generating standard reports such as Top 10 - 200

shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range

› Access to real-time proxy voting information via Proxy Watch section of Issuer Online

› Provide Internet access to “Investor Centre,” which provides shareholder account information, transaction

capabilities, downloadable forms and FAQs




DIVIDEND DISBURSEMENT – IF REQUIRED

› Receive all funds one day prior to payable date via Federal Funds Wire, ACH or Demand Deposit Account debit

› Coordinate the mailing of dividends checks

› Prepare and file Federal Information Returns (Form 1099) of dividends paid in a year

› Prepare and file State Information Returns of dividends paid in a year to shareholders resident within such state

› Prepare and file annual withholding return (Form 1042) and payments to the government of income taxes

withheld from non-resident aliens

› Coordinate the mailing of Form 1099 to shareholders

› Replace lost dividend checks

› Reconcile paid and outstanding checks

› Code “undeliverable” accounts to suppress mailing dividend checks to same

› Keep records of accumulated uncashed dividends

› Perform the following duties as required by the Interest and Dividend Tax Compliance Act of 1983:

› Withhold tax from shareholder accounts not in compliance with the provisions of the Act

› Reconcile and report taxes withheld, including additional 1099 reporting requirements, to the Internal Revenue

Service

› Mail to new accounts who have had taxes withheld, to inform them of procedures to be followed to curtail

subsequent back-up withholding

› Perform shareholder file adjustments to reflect certification of accounts

DIRECT DEPOSIT OF DIVIDENDS – IF REQUIRED

› Review cards for accuracy and completeness and identify cards with incomplete information

› Mail cure letter to shareholders with incomplete cards

› Identify cards received after the cut-off date

› Code accounts for ACH and perform pre-note test

› Identify rejected ACH transmissions, and mail dividend check and explanation letter to shareholders with rejected

transmissions

› Respond to shareholder inquiries concerning the ACH program

› Code cards received after cut-off date

› Calculate basis the share breakdown for ACH vs. other dividend payments and notify the customer of funding

amount for ACH transmissions and other payable date funds

› Credit ACH designated bank accounts automatically on dividend payable date

› Maintain ACH participant file, including coding new ACH accounts

› Process termination requests

› Maintain records including retention of authorization cards

INTERNATIONAL CURRENCY EXCHANGE SERVICES

› Allow shareholders to elect to receive sale proceeds and dividend payments in foreign currencies (subject to

certain geographic restrictions) by check or by electronic funds transfer in accordance with Transfer Agent’s

guidelines (fees paid by Shareholders)




ANNUAL MEETING

› Prepare a full shareholder list as of the annual meeting record date

› Address proxy cards for all registered shareholders

› Coordinate the mailing of the proxy card, proxy statement, return envelope and Annual Report to all registered

shareholders

› Receive, open and exam returned proxy cards

› Tabulate returned proxy cards

› Provide online access to proxy vote status

› Attend annual meeting as Inspector of Election (travel expenses billed as incurred)

› Prepare a final annual meeting list reflecting how each account has voted on each proposal

OPTIONAL ANNUAL MEETING SERVICES (subject to additional charges)

› Electronic delivery of proxy material

› Provide householding of materials to the same address

› Provide Internet and telephone voting ($1,500 set-up, $0.25 per phone vote, $0.18 per online vote)

› Provide notice and access related services

› Accept and load other related proxy files, 401K, ESPP and other stock issues not on our recordkeeping system

($175 each to load, $500 per file to tabulate)

› Provide proxy solicitation services by Georgeson

› Broker search and beneficial or "street holder" distribution ($250 each)

› Provide shareholder list to third party for proxy tabulation ($0.50 each, $1,000 min, $10,000 max)

› Provide financial printing of 10ks, proxy statements and other related documents

DIRECT FILING OF ABANDONED PROPERTY

› Coordinate the mailing of due diligence notices to all qualifying shareholder accounts as defined by the state filing

matrix

› Process returned due diligence notices and remit property to shareholders prior to escheatment

› Prepare and file preliminary and final abandoned property reports

› Prepare and file checks for each state covering unclaimed funds as per state requirements

› Issue and file stock certificate(s) registered to the applicable state(s) representing returned (RPO) certificates and

underlying share positions

› Retain, as required by law or otherwise, records of property escheated to the several states and responding, after

appropriate research, to shareholder inquiries relating to same

LOST SHAREHOLDER SEARCH

› Perform electronic database searches in accordance with SEC requirements

› Update new addresses provided by search firm

› Send verification form to shareholder to validate address

› Reissue abandoned property held to shareholders upon receipt of signed verification form

OUT-OF-POCKET EXPENSES

These include but are not limited to the following, and will be charged separately:

› Telephone charges

› Travel by a Computershare employee at the company’s request, at cost

› Stationery, design, programming, printing, insertion and postage

› Record storage




BILLING

› Fees are subject to change with a 30 day notice

› We reserve the right to bid any unforeseen charges not covered in this schedule. Charges for services other than

those quoted herein will be based upon an analysis of the work required. Programming and staff time will be

billed at current rates.

› All payments are in U.S. Dollars

TERMS AND SERVICES

› Additional charges will be imposed for services not specifically priced

› Tapes received from outside sources must be provided in a format that is acceptable to Computershare

› A termination fee of at least 15% of the most recent 12 months invoices or $3,500, whichever is the higher, will

be charged when transferring records to another agent. This fee covers the preparation of a conversion tape and

the expenses incurred for ongoing inquiries and continued support after termination.


EXCHANGE AGENT AGREEMENT

This Exchange Agent Agreement (this “Agreement”) is entered into as of this _______day of ________, 2009 between Jeffrey H. Beck, not individually but solely in his capacity asthe duly qualified and appointed Chapter 11 Trustee (the “Trustee”) for the bankruptcy estate(the “Estate”) of Southeast Banking Corporation (to be known, upon the Effective Date (asdefined below) as SEBC Financial Corporation), a company organized and existing under thelaws of the State of Florida (the “Company”), SEBC Holdings, LP, a limited partnershiporganized and existing under the laws of the State of Delaware (“Holdings”), the Company,Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare TrustCompany, N.A., a national banking association, (in its capacity as Exchange Agent, includingthe performance of Reminder Mailing and Unclaimed Property and Lost Shareholders services asprovided herein, collectively, the “Exchange Agent” or individually “Computershare” and the“Trust Company”, respectively).

WHEREAS, the Company filed a petition in the United States Bankruptcy Court for theSouthern District of Florida (the “Bankruptcy Court”) under Chapter 7 of Title 11 of the UnitedStates Code on September 20, 1991, and the bankruptcy case commenced thereby was convertedto a case under Chapter 11 of Title 11 of the United States Code on September 17, 2007; and

WHEREAS, the Trustee is the duly qualified and appointed Chapter 11 Trustee for theEstate; and

WHEREAS, the Trustee has caused to be prepared and filed with the Bankruptcy Courtthe Trustee’s Third Amended Chapter 11 Plan of Reorganization, a copy of which is attachedhereto as Exhibit A, as it may be amended (the “Plan”), and an Amended Disclosure Statementwith respect to the Plan, a copy of which is attached hereto as Exhibit B; and

WHEREAS, the Plan was confirmed by the Bankruptcy Court on ___________, 2009and it is anticipated that the Effective Date of the Plan (as defined therein) will be on or beforeApril 30, 2009; and

WHEREAS, pursuant to the Plan, on the Effective Date, each share of common stock, parvalue $5.00 per share, of the Company (“Common Stock”), will be converted (the “CommonStock Conversion”) into one unit of Holdings Common Units (“Common Units”); and

WHEREAS, pursuant to Section 5.21 of the Plan, the Trustee is authorized to act as aduly authorized agent for the Company and Holdings for purposes of implementing the Plan, toexecute on behalf of the Company and Holdings all documents reasonably necessary toeffectuate the Plan and to bind the Company and Holdings; and

WHEREAS, the Trustee desires that Computershare and the Trust Company act asExchange Agent in connection with the Common Stock Conversion and Computershare and theTrust Company (hereinafter collectively referred to from time to time as the “Exchange Agent”,the “Transfer Agent” or the “Registrar”) has indicated its willingness to do so.


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NOW, THEREFORE, in consideration of the mutual covenants contained herein and forgood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

1. Appointment of Exchange Agent.

The Trustee hereby appoints Computershare and the Trust Company as Exchange Agentfor the purpose of (i) exchanging new Common Units (“New Units”) for old certificatesrepresenting shares of Common Stock outstanding prior to the Common Stock Conversion (the“Old Certificates”), and (ii) facilitating the exchange of New Units for shares of Common Stockoutstanding prior to the Common Stock Conversion (“Old Shares”) which were held in book-entry or other uncertificated form by the Depository Trust Company, its nominees orparticipants. Computershare and the Trust Company hereby agree to serve as such, upon theterms and subject to the conditions set forth herein.

2. Notification and Processing.

The Exchange Agent is hereby authorized and directed, and hereby agrees to:

A. Mail, by first class mail, postage prepaid, as soon as practicable after the EffectiveDate, to the last known address of each of the last known holders of record of Old Certificates,the following material: (a) a copy of the Letter of Transmittal (as defined below) and (b) anenvelope addressed to the Exchange Agent for use by such holder in exchanging such holder’sOld Certificates for New Units. Prior to the Effective Date, the Trustee shall deliver to theExchange Agent a copy of the letter of transmittal to be used by holders of Common Stock ineffecting the exchange of Old Certificates for New Units pursuant to the Common StockConversion (the “Letter of Transmittal”).

B. Accept and respond to all telephone and U.S. mail requests for informationrelative to the exchange of Old Certificates and Old Shares in connection with the CommonStock Conversion, including requests from beneficial owners of Old Shares.

C. Receive and examine all Old Certificates submitted for exchange andaccompanying Letters of Transmittal for proper execution in accordance with the terms thereof.If more than one person is the record holder of any Old Certificate, the Letter of Transmittalmust be signed by each record holder.

D. Retain or return to a shareholder (as applicable) those exchange documentsevidencing some deficiency in execution and make a reasonable attempt to inform the partypresenting such exchange documents of the need to correct such deficiency.

E. Accept exchanges signed by persons acting in a fiduciary or representativecapacity only if such capacity is shown on the Letter of Transmittal and proper evidence of theirauthority so to act has been submitted.

F. Accept exchanges from persons alleging loss, theft or destruction of their OldCertificates upon receipt of an appropriate affidavit of loss, applicable processing fee and acorporate bond of indemnity, which shall include indemnification of [the Trustee,] the Company,


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Holdings, the Transfer Agent and the Exchange Agent, for the Common Stock evidenced bysuch certificate by a surety, all in such form and substance as have been approved by theExchange Agent.

G. Accept exchanges for New Units to be issued other than in the name that appearson the Old Certificates submitted for exchange, where (i) such Old Certificates are duly endorsedor accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed bya participant in a signature guarantee program approved by the Securities Transfer Association,and (iii) any necessary stock transfer taxes are paid and proof of such payment is submitted orfunds therefore are provided to the Exchange Agent, or it is established by the shareholder thatno such taxes are due and payable.

H. Issue, as Transfer Agent and Registrar for the Common Units, upon surrender ofOld Certificate(s) and properly executed Letters of Transmittal, one Common Unit for everyshare of Common Stock, or corresponding fractional Common Unit for every fractional share ofCommon Stock, registered in such names as are appropriate pursuant to properly executedLetters of Transmittal, for every share of Common Stock, or fraction thereof, represented bysuch Old Certificate(s). Arrange for the issuance of single certificates for all Common Units towhich each shareholder is entitled, or statement of holding (“Statements of Holding”) reflectingsuch Common Units in the Direct Registration System, unless such shareholder has attachedwritten instructions to the contrary to his or her Letter of Transmittal.

I. As Transfer Agent and Registrar, record and countersign Certificates for NewUnits, as applicable, in such names and in such amounts as the Exchange Agent may request inwriting and deliver such certificates to or upon the written order of the Exchange Agent.

J. Cancel, as Exchange Agent, all Old Certificates accepted for exchange and retainsuch Old Certificates pending further instructions from the Company or Holdings.

K. Promptly deliver, in accordance with the instructions in the Letter of Transmittal,new certificates or Statements of Holding issued as provided in paragraph H above.

L. If appropriate, deliver certificates or Statements of Holding by first class mailunder the provisions of the Exchange Agent’s first class mail bond protecting the ExchangeAgent from loss or liability arising out of the non-receipt or non-delivery of such new certificatesor Statements of Holding or arising out of the replacement thereof, for any deliveries wheremarket value does not exceed the amount of the Exchange Agent’s first class mail bond. Anymail delivery exceeding such amount shall be delivered by registered or overnight mail and shallbe insured separately for the replacement value of its contents at the time of mailing.

M. Create a special account for the issuance of Common Units to shareholders whohave not yet surrendered Old Certificates (such Common Units, the “Unclaimed CommonUnits”, and such account, the “Unclaimed Units Account”). When any such Old Certificates aresurrendered, exchange them for New Units from the Unclaimed Units Account. Holdings shallprovide an opinion of counsel prior to the Effective Time to create such reserve of Units. Theopinion shall state that all New Units are:


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(1) Issued without registration under the Securities Act of 1933, as amended,and without qualification or registration under any state or local law requiring registrationfor the offer or sale of a security or registration or licensing of an issuer or underwriter of,or broker or dealer in, a security, pursuant to an exemption from such registration andqualification contained in Section 1145 of the Bankruptcy Code; and

(2) Validly issued, fully paid and non-assessable, except as such non-assessability may be affected by Section 17-609 of the Delaware Revised UniformLimited Partnership Act, 6 Del C. § 17 101, et seq., as amended, supplemented orrestated from time to time, and any successor to such statute.

N. At the request of the Company or Holdings, return to the Company or Holdingsany and all necessary records, information and material concerning and representingunexchanged shares of Common Stock.

3. Processing of Cash Payments.

Computershare is hereby authorized and directed, and hereby agrees to:

A. Pay dividends or distributions declared on Unclaimed Common Units uponacceptance of Old Certificates of exchange; provided, however, that Holdings shall have fundedsuch dividends or distributions.

B. Prepare and file with the appropriate governmental agency and shareholder allappropriate tax information forms, including but not limited to Forms 1099B, covering dividendpayments, or any other distributions made by Computershare to any holder of Common Unitsduring each calendar year, or any portion thereof, during which Computershare performsservices hereunder.

C. Holdings acknowledges that the bank accounts maintained by Computershare inconnection with the services provided under this Agreement will be in its name and thatComputershare may receive investment earnings in connection with the investment atComputershare’s risk and for its benefit of funds held in those accounts from time to time.Holders of the Company and Holdings will not receive interest on any deposits or cash payment.

4. Concerning the Exchange Agent.

The Exchange Agent:

A. Shall have no duties or obligations other than those specifically set forth herein oras may subsequently be requested of the Exchange Agent by the Trustee, the Company orHoldings, or any of their successors or permitted assigns, and agreed upon by the ExchangeAgent;

B. May rely on and shall be held harmless by the Company or Holdings, asappropriate, in acting upon any certificate, instrument, opinion, notice, letter, facsimiletransmission, telegram or other document, or any security delivered to it, and reasonablybelieved by it to be genuine and to have been signed by the proper party or parties;


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C. May rely on and shall be held harmless in acting upon written or oral instructionsfrom the Trustee, the Company or Holdings with respect to any matter relating to its acting asExchange Agent specifically covered by this Agreement; and

D. May consult with counsel satisfactory to it (including counsel for the Trustee, theCompany or Holdings) and shall be held harmless in relying on the written advice or opinion ofsuch counsel in respect of any action taken, suffered or omitted by it hereunder in good faith andin accordance with such advice or opinion of such counsel.

5. Compensation of the Exchange Agent.

The Company shall pay fees for the services rendered hereunder, as set forth in theattached Fee Schedule. The Exchange Agent shall also be entitled to reimbursement from theCompany for all reasonable and necessary expenses paid or incurred by it in connection with theadministration by the Exchange Agent of its duties hereunder.

6. Reminder Mailing.

The Exchange Agent shall, at the direction in writing of Holdings, coordinate and mail areminder notice to shareholders who have not participated in the exchange on a dateapproximately [three months] subsequent to the Effective Date. Upon receipt of such writtennotification from Holdings, the Exchange Agent shall, as promptly as practicable, mail by firstclass mail, postage prepaid, to the last known address of each of the last known holders of recordof Common Stock who has not as of the date of mailing participated in the exchange a Letter ofTransmittal and a self-addressed envelope for use by the shareholder in the remittance of his orher Old Certificate(s). This provision shall be subject to the fee and expense provision ofSection 5 above.

7. Unclaimed Property and Lost Shareholders.

[Pursuant to Section 6.7(d) of the Plan, on the SEBC Holdings Restriction Release Date(as defined in the Plan), the Exchange Agent shall donate all Unclaimed Common Units (onbehalf of the Holders of Allowed Class 6 Interests (as such terms are defined in the Plan) entitledto such Unclaimed Common Units), including any distributions on the Unclaimed CommonUnits represented thereby, without interest, to a charity qualified under Section 501(c)(3) of theInternal Revenue Code of 1986, as amended, chosen by the Exchange Agent, and such charityshall be deemed to be the owner of the Unclaimed Common Units, and any claim by any Holderof Allowed Class 6 Interests to such Unclaimed Common Units shall be extinguished and foreverbarred.]

8. Indemnification/Limitation of Liability.

A. Each of the Company and Holdings (each an “SEBC Indemnifying Party” andcollectively, the “SEBC Indemnifying Parties”) jointly and severally covenants and agrees toindemnify and to hold the Exchange Agent harmless against any costs, expenses (includingreasonable fees of its legal counsel), losses or damages, which may be paid, incurred or sufferedby or to which it may become subject, arising from or out of, directly or indirectly, any claims or


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liability resulting from its actions as Exchange Agent (including as Exchange Agent theprovision of services under Sections 6 and 7 hereof) pursuant hereto; provided, however, thatsuch covenant and agreement does not extend to, and the Exchange Agent shall not beindemnified with respect to, such costs, expenses, losses and damages incurred or suffered by theExchange Agent as a result of, or arising out of, its gross negligence, bad faith, or willfulmisconduct.

As promptly as reasonably practicable after the receipt by the Exchange Agent of noticeof any demand or claim or the commencement of any action, suit, proceeding or investigation(any of the foregoing, a “Claim”), the Exchange Agent shall, if a claim in respect thereof is to bemade against either or both of the SEBC Indemnifying Parties, notify each SEBC IndemnifyingParty thereof in writing; provided, however, that failure to so notify either SEBC IndemnifyingParty shall not relieve such party from any liability hereunder except to the extent it is actuallyprejudiced as a result thereof and in any event shall not relieve it from any liability which it mayhave otherwise than on account of this Agreement. The SEBC Indemnifying Parties, or any oneof them, may assume, at their own expense, the defense of any such Claim with counsel selectedby the SEBC Indemnifying Parties and, in such case, the SEBC Indemnifying Parties shall not beobligated to pay the fees and expenses for counsel to the Exchange Agent; provided, however,that the Exchange Agent may participate in the defense of such Claim at its own expense unlessthe Exchange Agent (1) has been advised by counsel that representation of the SEBCIndemnifying Parties and the Exchange Agent by the same counsel presents a conflict of interestunder applicable standards of professional conduct or (2) the Exchange Agent has been advisedby counsel that there may be legal defenses available to it which are different from or in additionto the defenses available to the SEBC Indemnifying Parties and in the reasonable judgment ofsuch counsel it is advisable for the Exchange Agent to employ separate counsel. In no eventshall the SEBC Indemnifying Parties be liable for fees and expenses of more than one counsel (inaddition to any local counsel) separate from their own counsel for the Exchange Agent inconnection with any one Claim or separate but similar or related Claims in the same jurisdictionarising out of the same general allegations or circumstances. No SEBC Indemnifying Partyshall, without the prior written consent of the Exchange Agent, settle or compromise or consentto the entry of any judgment with respect to any Claim in respect of which indemnification orcontribution could be sought under this Section 8.A (whether or not the Exchange Agent is anactual or potential party thereto), unless such settlement, compromise or consent (i) includes anunconditional release of the Exchange Agent from all liability arising out of such Claim and (ii)does not include a statement as to or an admission of fault, culpability or a failure to act by or onbehalf of the Exchange Agent. In no event will the Exchange Agent consent to the entry of anyjudgment or enter into any settlement with respect to any Claim for which it seeksindemnification hereunder without the prior written consent of the SEBC Indemnifying Parties.For the purposes of this Section 8.A, the term “expense or loss” means any amount paid orpayable to satisfy any Claim settled pursuant to the provisions of this Section 8.A, and allreasonable costs and expenses incurred in compliance with the provisions of this Section 8.A,including, but not limited to, reasonable counsel fees and disbursements, paid or incurred ininvestigating or defending against any such claim, demand, action, suit, proceeding orinvestigation.


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B. The Exchange Agent shall be responsible for and shall indemnify and hold eachof the Trustee, the Company and Holdings (each an “Agent Indemnified Party” and collectively,the “Agent Indemnified Parties”) harmless from and against any and all losses, damages, costs,charges, counsel fees, payments, expenses and liability arising out of or attributable to theExchange Agent’s refusal or failure to comply with the terms of this Agreement, or which ariseout of the Exchange Agent’s gross negligence or willful misconduct or which arise out of thebreach of any representation or warranty of the Exchange Agent hereunder, for which theExchange Agent is not entitled to indemnification under this Agreement; provided, however, thatthe Exchange Agent’s aggregate liability during any term of this Agreement with respect to,arising from, or arising in connection with this Agreement, or from all services provided oromitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, islimited to, and shall not exceed, the amounts paid under this Agreement by the Company to theExchange Agent as fees and charges, but not including reimbursable expenses.

As promptly as reasonably practicable after the receipt by an Agent Indemnified Party ofnotice of any Claim, the Agent Indemnified Party shall, if a claim in respect thereof is to be madeagainst the Exchange Agent, notify the Exchange Agent and the other Agent Indemnified Partiesthereof in writing; provided, however, that failure to so notify either the Exchange Agent or theother Agent Indemnified Parties shall not relieve the Exchange Agent from any liabilityhereunder except to the extent it is actually prejudiced as a result thereof and in any event shallnot relieve it from any liability which it may have otherwise than on account of this Agreement.The Exchange Agent may assume, at its own expense, the defense of any such Claim withcounsel selected by it and, in such case, the Exchange Agent shall not be obligated to pay thefees and expenses for counsel to the Agent Indemnified Parties; provided, however, that eachAgent Indemnified Party may participate in the defense of such Claim at its own expense unlesssuch Agent Indemnified Party (1) has been advised by counsel that representation of such AgentIndemnified Party and the Exchange Agent by the same counsel presents a conflict of interestunder applicable standards of professional conduct or (2) the Agent Indemnified Party has beenadvised by counsel that there may be legal defenses available to it which are different from or inaddition to the defenses available to the Exchange Agent and in the reasonable judgment of suchcounsel it is advisable for the Agent Indemnified Party to employ separate counsel. In no eventshall the Exchange Agent be liable for fees and expenses of more than one counsel (in additionto any local counsel) separate from its own counsel for each of the Agent Indemnified Parties inconnection with any one Claim or separate but similar or related Claims in the same jurisdictionarising out of the same general allegations or circumstances. The Exchange Agent shall not,without the prior written consent of each Agent Indemnified Party, settle or compromise orconsent to the entry of any judgment with respect to any Claim in respect of whichindemnification or contribution could be sought under this Section 8.B (whether or not the AgentIndemnified Parties are actual or potential parties thereto), unless such settlement, compromiseor consent (i) includes an unconditional release of the Agent Indemnified Parties from allliability arising out of such Claim and (ii) does not include a statement as to or an admission offault, culpability or a failure to act by or on behalf of the Agent Indemnified Parties. In no eventwill any Agent Indemnified Party consent to the entry of any judgment or enter into anysettlement with respect to any Claim for which it seeks indemnification hereunder without theprior written consent of the Exchange Agent. For the purposes of this Section 8.B, the term“expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or


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proceeding settled pursuant to the provisions of this Section 8.B, and all reasonable costs andexpenses incurred in compliance with the provisions of this Section 8.B, including, but notlimited to, reasonable counsel fees and disbursements, paid or incurred in investigating ordefending against any such claim, demand, action, suit, proceeding or investigation.

9. Further Assurance.

From time-to-time and after the date hereof, the Trustee, the Company and Holdings shalldeliver or cause to be delivered to the Exchange Agent such further documents and instrumentsand shall do and cause to be done such further acts as the Exchange Agent shall reasonablyrequest (it being understood that the Exchange Agent shall have no obligation to make any suchrequest) to carry out more effectively the provisions and purposes of this Exchange AgentAgreement, to evidence compliance herewith or to assure itself that it is protected in actinghereunder.

10. Term and Termination.

This Agreement shall remain in effect until the earliest of (a) the distribution ofUnclaimed Common Units pursuant to Section 7 of this Agreement is effectuated by theExchange Agent; (b) it is terminated by any party hereto upon a material breach of thisAgreement which remains uncured for 30 days after written notice of such breach has beenprovided; or (c) 30 days’ written notice has been provided by any party hereto to the other partieshereto. Upon termination of the Agreement, the Exchange Agent shall retain all Old Certificatesand related documentation as required by applicable law and transfer Unclaimed Common Units,as well as dividends or distributions held in respect thereof, as Holdings shall instruct.

11. Notices.

Until further notice in writing by any party hereto to the other parties hereto, all writtenreports, notices and other communications between any of the Exchange Agent, the Trustee, theCompany or Holdings required or permitted hereunder shall be delivered or mailed by first classmail, postage prepaid, telecopier or overnight courier guaranteeing next day delivery, addressedas follows:

If to the Trustee, the Company (priorto the Effective Date) or Holdings(prior to the Effective Date), to theapplicable party in care of:

J Beck & Associates, Inc.595 South Federal Highway, Suite 600Boca Raton, FL 33432Attn: Jeffrey H. BeckTelecopy: (561) 948-4796

With a copy (which shall notconstitute notice) to:

Greenberg Traurig, P.A.1221 Brickell AvenueMiami, FL 33131Attn:Telecopy: (305) 961-____


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If to the Company (on or after theEffective Date), to:


Attn:Telecopy:

If to Holdings (on or after theEffective Date), to:

SEBC Holdings, LP

Attn:Telecopy:

If to the Exchange Agent, to: Computershare Trust Company, N.A.c/o Computershare, Inc.250 Royall StreetCanton, MA 02021Attn: Reorganization DepartmentTelecopy:

12. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of TheCommonwealth of Massachusetts.

13. Assignment.

A. Except as provided in Section 13.B below, neither this Agreement nor any rightsor obligations hereunder may be assigned by any party without the written consent of the otherparties hereto, which consent shall not be unreasonably withheld or delayed.

B. The Exchange Agent may, without further consent on the part of the Company,subcontract with other subcontractors for systems, processing, and telephone and mailingservices as may be required from time to time; provided, however, that the Exchange Agent shallbe as fully responsible to the Company for the acts and omissions of any subcontractor as it is forits own acts and omissions.

C. Except as explicitly stated elsewhere in this Agreement, nothing under thisAgreement shall be construed to give any rights or benefits in this Agreement to anyone otherthan the Exchange Agent, the Trustee, the Company and Holdings and the duties andresponsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefitof the Exchange Agent, the Trustee, the Company and Holdings.

14. Amendment.

This Agreement may not be changed orally or modified, amended or supplementedwithout an express written agreement executed by each of the parties hereto; provided, however,that on or after the Effective Date, this Agreement may be modified, amended or supplementedwithout the express written agreement of the Trustee.


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15. Counterparts.

This Agreement may be executed in separate counterparts, each of which when executedand delivered shall be an original, but all such counterparts shall together constitute but one andthe same instrument. Delivery of an executed counterpart of a signature page of this Agreementby telecopy or other electronically transmitted reproduction shall be as effective as delivery of amanually executed counterpart of this Agreement.

16. Third Party Beneficiaries.

This Agreement does not constitute an agreement for a partnership or joint venturebetween the Exchange Agent and either the Trustee, the Company or Holdings. No party to thisAgreement shall make any commitments with third parties that are binding on the other partywithout the other party’s prior written consent; provided, however, that the Trustee may bind theCompany and Holdings as set forth in Section 5.21 of the Plan.

17. Force Majeure.

In the event any party to this Agreement is unable to perform its obligations hereunderbecause of acts of God, strikes, terrorist acts, equipment or transmission failure or damagereasonably beyond its control, or other cause reasonably beyond its control, such party shall notbe liable for damages to the other for any damages resulting from such failure to perform orotherwise from such causes. Performance under this Agreement shall resume when the affectedparty or parties are able to perform substantially such party’s or parties’ duties.

18. Consequential Damages.

No party to this Agreement shall be liable to another party hereto for any consequential,indirect, special or incidental damages under any provision of this Agreement or for anyconsequential, indirect, penal, special or incidental damages arising out of any act or failure toact hereunder even if that party has been advised of or has foreseen the possibility of suchdamages.

19. Severability.

If any provision of this Agreement shall be held invalid, unlawful, or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not in any way be affectedor impaired.

20. Confidentiality.

The Exchange Agent and the Trustee, the Company and Holdings agree that all books,records, information and data pertaining to the business of the other party which are exchangedor received pursuant to the negotiation or the carrying out of this Agreement including the feesfor services set forth in the attached schedule shall remain confidential, and shall not bevoluntarily disclosed to any other person, except as may be required by law; provided, however,that the parties hereto acknowledge that a draft of this Agreement was filed by the Trustee withthe Bankruptcy Court as an exhibit to the Plan.


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21. Survival.

The provisions of Paragraphs 5, 8, 10-14, and 16-23 shall survive any termination, forany reason, of this Agreement.

22. Merger of Agreement.

This Agreement constitutes the entire agreement between the parties hereto regarding theCommon Stock Conversion and supersedes any prior agreement with respect to the subjectmatter hereof whether oral or written.

23. Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and theobligations created hereby shall be binding upon the successors and permitted assigns of theparties hereto.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their respective duly authorized signatories as of the day and year first abovewritten.

COMPUTERSHARE TRUST COMPANY,N.A.

By:Name:Title:Date:

COMPUTERSHARE, INC.

By:Name:Title:Date:

JEFFREY H. BECK, AS CHAPTER 11TRUSTEE FOR THE ESTATE OFSOUTHEAST BANKING CORPORATION,DEBTOR

By:Name:Title:Date:

SOUTHEAST BANKING CORPORATION

By:Name: Jeffrey H. BeckTitle: TrusteeDate:

SEBC HOLDINGS, LP

By:Name:Title:Date:


Exhibit A



Exhibit B

Amended Disclosure Statementwith respect to



COMPUTERSHARE TRUST COMPANY, N.A.

FEE SCHEDULE

TO SERVE AS DISTRIBUTION AND EXCHANGE AGENT

IN CONNECTION WITH

SOUTHEAST BANKING CORP.’S EMERGENCE FROM BANKRUPTCY

A. FEES FOR SERVICES *

$ 25,000.00

$ 20.00

$ 5.00

$ 20.00

$ 100.00

Initial Project Management Fee / $10,000 Per YearThereafter

Per Common Holder Receiving an Exchange Form

Per Claimant Receiving a Distribution

Per Items requiring Special Handling

Per DWAC/Electronic Delivery of Shares

*Excludes out-of-pocket expenses as described in Section C, “Items Not Covered”

B. SERVICES COVERED

Distribution Agent Services

• Designating a project manager to carry out Distribution Agent duties, includingdocument review and execution of legal agreement, review of communicationmaterials, project management, and on-going project updates and reporting

• Receiving distribution instructions from the bankruptcy trustee to distribute shares toclaimants

• Converting claimant files to Computershare’s Transfer Agent record keeping system

• Issuing SEBC Holdings, LP units upon receipt of properly executed instructions

• Enclosing and mailing SEBC Holdings, LP units and letters or notices to shareholders

• Tracking and reporting the number of units issued and shareholders, as required

• Responding to shareholder telephone and correspondence inquiries

• Issuing SEBC Holdings, LP units in connection with subsequent distributions, uponreceipt of properly executed instructions

Exchange Agent Services

• Designating a project manager to carry out Exchange Agent duties, includingdocument review and execution of legal agreement, review of letters of transmittal(LT) and communication materials, project management, and on-going projectupdates and reporting


• Converting the Southeast Banking Corporation shareholder file to Computershare’scorporate actions system

• Coordinating the exchange of shares with The Depositary Trust Company

• Printing LTs that include, to the extent possible, shareholders name, address,certificate numbers, number of shares and affidavits of loss

• Enclosing and mailing LTs, notice to shareholders, IRS Form W-9s, if applicable, andreturn envelopes

• Receiving, opening and processing returned LTs

• Curing defective LTs, including telephoning and writing shareholders in connectionwith unsigned or improperly executed LTs

• Canceling surrendered certificates

• Tracking and reporting shares submitted and the submitting shareholders, as required

• Responding to shareholder telephone and correspondence inquiries

• Issuing SEBC Holdings, LP units upon receipt of properly executed LTs andsurrender of Old Southeast Banking Corporation shares

• Enclosing and mailing shares and letters or notices to shareholders

C. ITEMS NOT COVERED

• Services associated with new duties, legislation or regulatory fiat which becomeeffective after the date of this Fee Schedule (these will be provided on an appraisalbasis)

• All out-of-pocket expenses such as telephone line charges, overprinting, certificates,checks, postage, stationery, wire transfers, and excess material disposal (these will bebilled as incurred)

• Overtime charges assessed in the event of late delivery of material for mailings unlessthe target mail date is rescheduled


D. ASSUMPTIONS

• Fee Schedule based upon document review and information known at this time aboutthe transaction

• Fee Schedule assumes use of Computershare’s standard agreements, exchange formsand distribution file formats.

• Significant changes made in the terms or requirements of this transaction could requiremodifications to this Agreement

• This agreement must be executed prior to the mailing of the LTs

• Fee Schedule based upon approximately [xxxx] Old Southeast Banking Corporationshareholders and [xxxx] Claimants of record

E. PAYMENT FOR SERVICES

It is agreed that an invoice for the Project Management Fee will be rendered and payable onthe effective date of the transaction. An invoice for any out-of-pockets and per item feesrealized will be rendered and payable on a monthly basis, except for postage expenses inexcess of $5,000. Funds for such mailing expenses must be received one (1) business dayprior to the scheduled mailing date.

SUBMITTED BY ACCEPTED BYComputershare Trust Company, N.A. Southeast Banking Corporation

By: By:Terence Kivlehan Jeffrey H. Beck

Title: Vice President Title: Trustee

Date: Date: ______


SERVICING AGREEMENT

dated as of [_______], 2009

between


and

[ ]


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TABLE OF CONTENTS

PAGE

ARTICLE 1DEFINITIONS

Section 1.01 . Defined Terms. .......................................................................................... 1

ARTICLE 2RETENTION AND AUTHORITY OF THE CORPORATION AND THE SERVICER

Section 2.01 . Engagement; Servicing Standard. ............................................................. 4Section 2.02 . Authority of the Corporation. .................................................................... 5Section 2.03 . Authority of the Servicer............................................................................ 5Section 2.04 . Servicing Expenses. ................................................................................... 5

ARTICLE 3SERVICES

Section 3.01 . Cash Management Services....................................................................... 6Section 3.02 . Asset Custody Services .............................................................................. 7Section 3.03 . Investment Services ................................................................................... 8Section 3.04 . Additional Servicing of Permitted Swap Agreements................................ 9Section 3.05 . Capital Stock Services. ............................................................................ 10Section 3.06 . Reporting and Other Administrative Services. ........................................ 11

ARTICLE 4INSPECTION; SERVICER’S RIGHTS

Section 4.01 . Corporation’s Right of Inspection........................................................... 13Section 4.02 . Servicer’s Rights...................................................................................... 14

ARTICLE 5COVENANTS OF THE SERVICER; INDEMNIFICATION

Section 5.01 . Covenants of the Servicer. ....................................................................... 14Section 5.02 . Liability and Indemnification. ................................................................. 15

ARTICLE 6REPRESENTATIONS AND WARRANTIES; DEFAULT

Section 6.01 . Representations and Warranties. ............................................................ 15Section 6.02 . Servicer Events of Default. ...................................................................... 17


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ARTICLE 7TERM AND TERMINATION OF AGREEMENT; TRANSFER OF ASSETS

Section 7.01 . Term of Agreement; Termination. ........................................................... 18Section 7.02 . Actions Upon Termination. ..................................................................... 18

ARTICLE 8MISCELLANEOUS PROVISIONS

Section 8.01 . Notices ..................................................................................................... 19Section 8.02 . Exercise of Rights. ................................................................................... 20Section 8.03 . Survival; Successors and Assigns............................................................ 20Section 8.04 . Further Assurances. ................................................................................ 21Section 8.05 . Protection of Confidential Information ................................................... 21Section 8.06 . Entire Agreement..................................................................................... 21Section 8.07 . Counterparts............................................................................................ 21Section 8.08 . Relationship between the Servicer and the Corporation......................... 21Section 8.09 . Severability .............................................................................................. 21Section 8.10 . Governing Law; Submission to Jurisdiction; Venue; Etc ....................... 21Section 8.11 . Jury Trial. ................................................................................................ 22Section 8.12 . Interpretation........................................................................................... 22Section 8.13 . Non-Petition Covenant. ........................................................................... 23

EXHIBITS:

EXHIBIT A - Articles of IncorporationEXHIBIT B - Servicer’s Expenses


1

SERVICING AGREEMENT

This SERVICING AGREEMENT, dated as of [________], 2009 (this“Agreement”), is by and between SEBC FINANCIAL CORPORATION, a Floridacorporation (the “Corporation”), and [ ], [a national banking association](the “Servicer”).

PRELIMINARY STATEMENT

WHEREAS, the Corporation filed its Second Amended and Restated Articles ofIncorporation, together with all exhibits thereto, with the Secretary of State of the State ofFlorida on [________], 2009 (the “Articles of Incorporation”), a copy of which isattached hereto as Exhibit A;

WHEREAS, pursuant to the Articles of Incorporation, the Corporation is issuingshares of its Senior Preferred Stock, Series J Junior Preferred Stock, Series K JuniorPreferred Stock and Common Stock (collectively, the “Shares”);

WHEREAS, the Corporation, among other things: (i) is investing substantially allof the proceeds of the issuance and sale of the Senior Preferred Stock, the Series J JuniorPreferred Stock, shares of its Class B Common Stock and shares of its Class C CommonStock initially in the preferred equity to be issued by a newly formed special purposevehicle to acquire certain fixed income instruments, (ii) is entering into a Permitted SwapAgreement, (iii) will hold the Portfolio Investments and Permitted Investments and (iv)intends to declare and pay dividends on the Shares as provided in the Articles ofIncorporation;

WHEREAS, the Corporation desires the Servicer to perform certain servicing andadministrative duties as described herein with respect to the Operative Documents (asdefined below); and

WHEREAS, the Servicer is willing to perform the servicing and administrativeduties set forth herein on behalf of the Corporation.

NOW, THEREFORE, in consideration of the premises and the mutual covenantsherein, the parties hereto agree as follows:

ARTICLE 1DEFINITIONS

Section 1.01. Defined Terms.

Capitalized terms not otherwise defined in this Agreement shall have the meaningassigned thereto in the Articles of Incorporation. Whenever used in this Agreement, thefollowing terms, unless the context otherwise requires, shall have the following meanings:

“Accepted Servicing Practices” has the meaning set forth in Section 2.01(b)hereof.


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“Agreement” means this Servicing Agreement, as the same may be modified,supplemented or amended from time to time.

“Articles of Incorporation” has the meaning set forth in the PreliminaryStatement of this Agreement.

“Board of Directors” means the board of directors of the Corporation.

“Collection Account” has the meaning set forth in Section 3.01(a) hereof.

“Corporation” means SEBC Financial Corporation, a Florida corporation.

“Investments” means the Portfolio Investments, the Permitted Swap Agreementsand the Permitted Investments.

“Junior Preferred Stock” means the Series J Junior Preferred Stock togetherwith the Series K Junior Preferred Stock.

“Liquidation Price” means the Series A Senior Liquidation Price, the Series BSenior Liquidation Price, the Series J Junior Liquidation Price or the Series K JuniorLiquidation Price, as applicable.

“Obligor Default” has the meaning set forth in Section 3.03(c) hereof.

“Operative Documents” means the Articles of Incorporation, the Shares, thisAgreement, the Preferred Equity Purchase Agreement, each Permitted Swap Agreement(including each schedule and confirmation thereto) and the Underlying Instruments (asdefined below) for each Permitted Investment of the Corporation.

“Paying Agent” has the meaning set forth in Section 3.05(a)(i) hereof.

“Portfolio Investment Collateral” means the collateral securing the obligationsof the Obligors on any Portfolio Investment.

“Portfolio Servicer” means, with respect to any Portfolio Investment or PortfolioInvestment Collateral at any time, the servicer for such Portfolio Investment or PortfolioInvestment Collateral, respectively, at such time under the related UnderlyingInstruments.

“Preferred Equity Purchase Agreement” means the Preferred Equity PurchaseAgreement dated ________, 2009, between the Corporation and _____________.

“Proceeding” has the meaning set forth in Section 8.10 hereof.

“Quarterly Dividend Amount” means the Series A Senior Quarterly DividendAmount, the Series B Senior Quarterly Dividend Amount, the Series J Junior QuarterlyDividend Amount or the Series K Junior Quarterly Dividend Amount, as applicable.


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“Quarterly Dividend Rate” means the Series A Senior Quarterly Dividend Rate,the Series B Senior Quarterly Dividend Rate, the Series J Junior Quarterly Dividend Rateor the Series K Junior Quarterly Dividend Rate, as applicable.

“Redemption Date” means the Series A Senior Redemption Date, the Series BSenior Redemption Date, the Series J Junior Redemption Date or the Series K JuniorRedemption Date, as applicable.

“Redemption Discount” means the Series A Senior Redemption Discount, theSeries B Senior Redemption Discount or the Series J Junior Redemption Discount, asapplicable.

“Redemption Price” means the Series A Senior Redemption Price, the Series BSenior Redemption Price, the Series J Junior Redemption Price or the Series K JuniorRedemption Price, as applicable.

“Securities Account” has the meaning set forth in Section 3.02(b) hereof.

“Servicer” means [ ], [a national banking association].

“Servicer Event of Default” has the meaning set forth in Section 6.02(a) hereof.

“Services” means the services set forth in Article 3 hereof.

“Servicing Expenses” means the Servicer’s expected expenses as set forth onExhibit B attached hereto and, to the extent not set forth on Exhibit B, all reasonable andcustomary out-of-pocket costs and expenses paid or incurred in connection with theperformance of the Services by the Servicer hereunder, including without limitation:

(a) reasonable and customary charges for wire transfers and the like asgenerally established by the Servicer from time to time;

(b) reasonable and customary expenses for the collection, enforcementor foreclosure of the Investments, and the collection of deficiency judgmentsagainst any Obligor; and

(c) any other reasonable costs and expenses, including, withoutlimitation, legal fees and expenses incurred by the Servicer under this Agreementin connection with the enforcement, collection, foreclosure or disposition of anyInvestment, or any related collateral, and the performance of the Services by theServicer under this Agreement.

[Note that inclusion of specified items above is subject to items contained onServicer’s Exhibit B] Notwithstanding any term or provision of this Agreement to thecontrary, any cost or expense that would cause the aggregate reasonable and customaryout-of-pocket costs and expenses incurred by the Servicer during any calendar month toexceed $10,000 shall require the prior written consent of the Corporation before suchcosts or expenses may constitute a Servicing Expense hereunder.


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“Servicing Fee” means the servicing fee payable by the Corporation to theServicer as set forth on Exhibit B attached hereto.

“Shares” has the meaning set forth in the Preliminary Statement of thisAgreement.

“Swap Account Control Agreement” has the meaning set forth in Section 3.02(c)hereof.

“Swap Collateral” has the meaning set forth in Section 3.02(c) hereof.

“Swap Collateral Account” has the meaning set forth in Section 3.02(c) hereof.

“Underlying Instrument” means, with respect to any Investment or PortfolioInvestment Collateral, the legal documents and agreements evidencing the indebtednessor other obligations of the related Obligor with respect to such Investment or PortfolioInvestment Collateral, respectively, including the Preferred Equity Purchase Agreementand the Permitted Swap Agreement and the related schedule and confirmation withrespect to an Eligible Swap Counterparty.

“Unpaid Amount” means the Series A Senior Unpaid Amount, the Series BSenior Unpaid Amount, the Series J Junior Unpaid Amount or the Series K JuniorUnpaid Amount, as applicable.

ARTICLE 2RETENTION AND AUTHORITY OF THE CORPORATION AND THE SERVICER

Section 2.01. Engagement; Servicing Standard.

(a) The Corporation hereby engages the Servicer to perform, and the Servicerhereby agrees to perform, the Services upon and subject to the terms, covenants andprovisions hereof.

(b) The Servicer shall perform the Services hereunder:

(i) in accordance with applicable laws, this Agreement and eachOperative Document and the customary and usual standards of practice of prudentinstitutional servicers and custodians providing asset and cash managementservices; and

(ii) to the extent consistent with the foregoing requirements, in thesame manner in which the Servicer services and administers investments andassets similar to the Investments and agreements similar to the OperativeDocuments for third parties that are special purpose entities, but without regard toany relationship which the Servicer may have with the related Obligor or anyAffiliate of such Obligor or to the Servicer’s right to receive compensation for theservices required to be performed.


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The servicing and administrative standards described in this Section 2.01(b) are hereinreferred to as “Accepted Servicing Practices.”

Section 2.02. Authority of the Corporation. With respect to the obligations of theCorporation hereunder, the Board of Directors and any executive officers specificallyauthorized by the Board are authorized to give instructions on behalf of the Corporation.

Section 2.03. Authority of the Servicer.

(a) In performing the Services and its other obligations hereunder, the Servicershall, except as otherwise provided herein and subject to the terms of this Agreement,have full power and authority, acting alone or through others, to take any and all actionsin connection with the performance of such obligations that it deems necessary orappropriate. Without limiting the generality of the foregoing, and only if directed inwriting by the Corporation, the Servicer is hereby authorized and empowered by theCorporation when it shall be necessary or appropriate, in accordance with AcceptedServicing Practices, to execute and deliver, on behalf of the Corporation, any and alldocuments or instruments necessary to exercise any right or benefit of the Corporationwith respect to the Operative Documents or any Investment of the Corporation. TheCorporation agrees to cooperate with the Servicer and to execute and deliver to theServicer from time to time (i) limited powers of attorney evidencing the Servicer’sauthority and power under this Section and (ii) such other documents or instruments, ineach case deemed necessary or appropriate by the Servicer, to enable the Servicer tocarry out its obligations hereunder.

(b) In the performance of its obligations hereunder, the Servicer shall not beobligated to take or to refrain from taking any action which the Corporation requests theServicer to take or to refrain from taking to the extent that the Servicer determines in itsreasonable and good faith judgment that such action or inaction (i) may cause a violationof applicable laws, regulations, codes, ordinances or court orders with respect to anyOperative Document or Investment, (ii) may cause a violation of an OperativeDocument or (iii) may cause the Servicer to incur an expense which is not a ServicingExpense and for which the Servicer would not be reimbursed pursuant to an indemnity orreimbursement agreement that is reasonably satisfactory to both the Corporation and theServicer. In any instance in which the Servicer is required to take any actions hereunderor to refrain from taking any actions hereunder, the Servicer may request specificauthority from the Corporation. The Corporation shall respond promptly to any suchrequest and the Servicer shall be entitled to wait for, and to rely upon, such response.

Section 2.04. Servicing Expenses.

(a) The Servicer shall be reimbursed by the Corporation for Servicing Expensesas provided herein. The Servicer shall be required to pay all general overhead expensesincurred by it in connection with its Services hereunder (including the costs of third-partyproviders of services that are typically provided in-house and considered part of aservicer’s normal overhead expenses), and shall not be entitled to reimbursement thereofexcept as provided for herein.


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(b) The Servicer may cause any Servicing Expenses payable by the Corporationto be paid directly from the Collection Account [on the [15th day] of each month withrespect to Servicing Expenses invoiced during the preceding month]. The Servicer shallhave no obligation to advance its own funds for the payment of any Servicing Expense.The Servicer may, at its option, make advances from its own funds with respect to thepayment of such expenses, in which event the Servicer shall be reimbursed for suchadvances from the Collection Account. If there are insufficient funds in the CollectionAccount to permit the payment of Servicing Expenses or to permit the Servicer toreimburse itself for such advances, the Servicer shall contact the Corporation in writingrequesting written instructions to sell, redeem or otherwise dispose of sufficient PermittedInvestments of the Corporation to provide sufficient funds for the payment of suchexpenses.

ARTICLE 3SERVICES

Section 3.01. Cash Management Services.

(a) Prior to the Date of Original Issue, the Servicer shall establish an account inthe name of the Corporation identified as the “Collection Account” and maintain suchaccount during the term of this Agreement. The Servicer shall deposit in the CollectionAccount all funds received by the Servicer for the account of the Corporation, includingthe principal of, interest on, and all other proceeds of, each Investment.

(b) The Servicer shall invest all funds on deposit in the Collection Account andeach Swap Collateral Account in Permitted Investments and the investment income onsuch Permitted Investments in other Permitted Investments, in each case determined bythe Corporation in writing (and, if no such direction shall be given by the Corporationafter a request has been made by the Servicer, invested in Permitted Investments). Allfunds on deposit or otherwise to the credit of the Collection Account shall be invested inPermitted Investments that mature one (1) Business Day prior to the Quarterly DividendPayment Date next succeeding the date of investment.

(c) If directed in writing by the Corporation, the Servicer shall effect the sale orother disposition of any Investment and deposit the proceeds therefrom in the CollectionAccount.

(d) The Servicer shall make withdrawals from the Collection Account only asfollows (the order set forth below not constituting an order of priority for suchwithdrawals):

(i) to purchase Eligible Portfolio Investments and PermittedInvestments;

(ii) to redeem Senior Preferred Stock and Junior Preferred Stock or topay dividends on Shares as directed in writing by the Corporation;


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(iii) to pay any liability or expense of the Corporation as directed inwriting by the Corporation;

(iv) to pay the Servicing Fee when due and to pay or reimburse theServicer for any Servicing Expenses;

(v) to make the payments contemplated by Section 3.04(b) and Section3.04(c) hereof; and

(vi) upon the termination of this Agreement, to make the paymentsspecified in Section 7.02(a) or Section 7.02(b) hereof, as applicable.

Section 3.02. Asset Custody Services. The Servicer shall perform the followingcustodial services for the Corporation:

(a) hold all property or assets deposited in or held to the credit of the CollectionAccount, the Securities Account and any Swap Collateral Account solely for the purposesdescribed in this Agreement;

(b) establish a securities account in the name of the Corporation (the“Securities Account”) to hold all Permitted Investments and, in connection therewith,the Servicer shall have the right to register any Permitted Investment in the name of theServicer if such registration shall be reasonably necessary to facilitate the safekeeping ofsuch Permitted Investment for the Corporation;

(c) (i) enter into a securities account control agreement (a “Swap AccountControl Agreement”) with the Corporation and each Eligible Swap Counterparty undera Permitted Swap Agreement that provides for the Eligible Swap Counterpartythereunder to provide collateral (“Swap Collateral”) to secure its obligations thereunderand establish thereunder a securities account (a “Swap Collateral Account”) in the nameof the Eligible Swap Counterparty for the deposit of all collateral relating to suchPermitted Swap Agreement and the proceeds thereof, (ii) maintain such Swap CollateralAccount as provided therein and in the Operative Documents and the UnderlyingInstruments for such Permitted Swap Agreement and (iii) take the actions described inSection 3.04(d) hereof;

(d) take such actions and give such instructions under any Swap AccountControl Agreement in the name of and on behalf of the Corporation as are necessary oradvisable from time to time; and

(e) upon notice to the Corporation, establish any other account or accounts thatthe Servicer has determined are reasonably necessary to perform the Services under thisAgreement.

The Servicer may establish the Collection Account and each Swap Collateral Accountwith any number of sub-accounts deemed necessary by the Servicer or requested by theCorporation for convenience in administering such Collection Account and such SwapCollateral Account.


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Section 3.03. Investment Services. The Servicer shall perform the followingservices for the Corporation with respect to the Operative Documents and theInvestments:

(a) notify (i) all Obligors on all Investments that payments should be made tothe Collection Account and (ii) all Obligors on all Investments that all communicationswith respect to the Investments should be delivered to the Servicer;

(b) provide written notice to the Corporation of any proposed modification,waiver or amendment, whether or not material, of or with respect to any Investment,including, without limitation, any forgiveness of principal, any change in the amount ortiming of any payment of principal or interest, maturity, extension rights or prepaymentprovisions or the substitution, release or addition of any collateral for any suchInvestment;

(c) upon the failure of any Obligor to make any required payment of principal,interest or other amounts due under any Investment or otherwise to perform fully anyobligations under any of the related Underlying Instruments, in either case within anyapplicable grace period and after the giving of any applicable notice (such occurrence, an“Obligor Default”), the Servicer shall, upon discovery of such failure:

(i) immediately notify the Corporation in writing of the ObligorDefault and provide a description thereof,

(ii) unless otherwise directed by the Corporation and in accordancewith the terms of the related Underlying Instrument, issue any required notice ofdefault necessary to declare an event of default thereunder or to otherwise declaredue the entire outstanding principal balance of such Investment, and

(iii) take all other action under the related Underlying Instrument forthe enforcement of the rights of the Corporation thereunder in connection withsuch Obligor Default or as may be directed by the Corporation;

(d) upon the maturity, redemption, repayment, prepayment, sale, exchange orother disposition of any Portfolio Investment or Permitted Investment that occurs prior tothe Scheduled Redemption Date, promptly notify the Corporation thereof and, at thewritten direction of the Corporation, cause the proceeds of such maturity, redemption,repayment, prepayment, sale, exchange or disposition to be reinvested in an EligiblePortfolio Investment or a Permitted Investment, as applicable, in accordance with Section8(a) of Exhibits B, C, D and E to the Articles of Incorporation and in the absence of suchwritten direction, invest such proceeds in Permitted Investments;

(e) review all information and reports and compliance certificates required tobe delivered by or on behalf of each Obligor or Portfolio Servicer with respect to eachInvestment and notify the Corporation in writing of any noncompliance items in suchinformation or reports or compliance certificates;


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(f) maintain records of the nature of each payment or distribution on eachInvestment received by the Corporation;

(g) open such trust or other accounts and execute in the name of and on behalfof the Corporation such documentation as is necessary or advisable to make PermittedInvestments from time to time;

(h) take such other action with respect to the Investments (including, withoutlimitation, the sale, disposition or other liquidation of such Investments) as may bedirected by the Corporation in writing; and

(i) upon a written request by the Corporation, solicit firm bids for the sale ofany Investment or other asset of the Corporation from potential purchasers for settlementon a date specified by the Corporation in such written request (which purchaser orpurchasers may be any holder of the Shares or Affiliate of any such holder).

Section 3.04. Additional Servicing of Permitted Swap Agreements. TheServicer shall perform the following additional services for the Corporation with respectto the Permitted Swap Agreements:

(a) on or prior to each scheduled payment date under a Permitted SwapAgreement, determine the Swap Payment Amounts to be made by, or the Swap ReceiptAmounts to be made to, the Corporation;

(b) on each scheduled payment date, (i) disburse funds available in theCollection Account to meet the obligations of the Corporation under the related PermittedSwap Agreement in respect of Swap Payment Amounts and (ii) deposit funds in theCollection Account in respect of Swap Receipt Amounts received by the Corporationunder the related Permitted Swap Agreement;

(c) in accordance with the terms of each Permitted Swap Agreement,(i) disburse funds available in the Collection Account to meet the obligations of theCorporation under such Permitted Swap Agreement in respect of Swap TerminationAmounts and (ii) deposit funds in the Collection Account in respect of Swap TerminationAmounts received by the Corporation under such Permitted Swap Agreement;

(d) when required by, and in accordance with the terms of, a Permitted SwapAgreement, (i) determine whether the Eligible Swap Counterparty thereunder has anobligation to post collateral and the amount of such collateral, (ii) make demand upon theEligible Swap Counterparty thereunder to deliver collateral as required by such PermittedSwap Agreement and (iii) upon the delivery of such collateral by such Eligible SwapCounterparty, hold and administer such collateral on behalf of the Corporation pursuantto Section 3.02(c) hereof and the terms of such Permitted Swap Agreement until suchtime as such Swap Collateral must be returned to such Eligible Swap Counterpartypursuant to the terms of such Permitted Swap Agreement or otherwise used by theCorporation as permitted by such Permitted Swap Agreement;


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(e) without limiting the foregoing, monitor compliance by the Corporation andthe Eligible Swap Counterparties with the terms of the Permitted Swap Agreements and,upon the occurrence of an event of default or a termination event thereunder with respectto an Eligible Swap Counterparty, the Servicer shall:

(i) immediately notify the Corporation in writing of such event ofdefault or termination event and provide a description thereof,

(ii) in accordance with the terms of such Permitted Swap Agreement,exercise all remedies available to the Corporation against such Eligible SwapCounterparty (including, without limitation, liquidating collateral held by theServicer on behalf of the Corporation to satisfy any obligations of such EligibleSwap Counterparty owing to the Corporation), and

(iii) pursue such other remedies against such Eligible SwapCounterparty as directed by the Corporation in writing; and

(f) at the Corporation’s written direction, effect the termination of anyPermitted Swap Agreement or the reduction of the notional amount thereof (in whole orin part) in accordance with the terms of such Permitted Swap Agreement.

Section 3.05. Capital Stock Services.

(a) The Servicer shall perform the following services with respect to anydividend or other distribution or payment on any Senior Preferred Stock or JuniorPreferred Stock:

(i) from time to time upon a written direction from the Corporationand in accordance with the amounts permitted to be paid in accordance with theArticles of Incorporation, disburse funds of the Corporation in the CollectionAccount (and, if funds are not sufficient therefor, to the extent of funds availablein the Collection Account) to the paying agent designated in writing by theCorporation (the “Paying Agent”) or as otherwise directed by the Corporation, topay dividends on the shares of Senior Preferred Stock and the Junior PreferredStock in the amount per share of Senior Preferred Stock or Junior Preferred Stock,as applicable, specified in such direction;

(ii) if the Corporation has not declared, paid or set aside for paymentdividends on each share of Senior Preferred Stock and Junior Preferred Stock inan amount at least equal to the applicable Quarterly Dividend Amount for anyQuarterly Dividend Payment Date, the Servicer shall immediately notify, throughthe Paying Agent or as otherwise directed by the Corporation, the holders of theapplicable Shares of the failure of the Corporation to declare, pay or set aside forpayment such dividends;

(iii) with respect to the Senior Preferred Stock and the Series J JuniorPreferred Stock only, if the Corporation has not declared, paid or set aside forpayment Retroactive DRD Adjustment Dividends or Annual Gross-up Dividends


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or Additional Annual Gross-up Dividends by the Quarterly Dividend PaymentDate immediately succeeding the date on which the Corporation delivered noticeof the existence thereof to the holders of the applicable Shares pursuant to theArticles of Incorporation, the Servicer shall, through the Paying Agent or asotherwise directed by the Corporation, immediately notify the holders of theapplicable Shares of the failure of the Corporation to declare, pay or set aside forpayment such dividends;

(iv) in connection with any redemption of any Senior Preferred Stockor Junior Preferred Stock, provide any information to which the Servicer hasaccess and that the Corporation may reasonably request to enable the Corporationto determine the applicable Redemption Price in accordance with the Articles ofIncorporation with respect to each share of Senior Preferred Stock and JuniorPreferred Stock subject to redemption;

(v) in connection with the Liquidation Date, if any, provide anyinformation to which the Servicer has access and that the Corporation mayreasonably request to enable the Corporation to determine the applicableLiquidation Price with respect to the Senior Preferred Stock and Junior PreferredStock on the Liquidation Date; and

(vi) on the applicable Redemption Date, disburse funds of theCorporation available in the Collection Account to the Paying Agent or asotherwise directed by the Corporation to pay the applicable Redemption Price orthe applicable Liquidation Price, as the case may be, in respect of the SeniorPreferred Stock and the Junior Preferred Stock, in each case as may be directed bythe Corporation in writing.

(b) The Servicer shall perform the following services with respect to anydividend or other distribution or payment on any shares of Common Stock:

(i) from time to time upon a written direction from the Corporationand in accordance with the amounts permitted to be paid in accordance with theArticles of Incorporation, disburse funds of the Corporation in the CollectionAccount (and, if funds are not sufficient therefor, to the extent of funds availablein the Collection Account) to the Paying Agent or as otherwise directed by theCorporation to pay dividends on the Common Stock in the amount per sharespecified in such direction; and

(ii) on the Liquidation Date, if any, disburse funds of the Corporationavailable in the Collection Account to the Paying Agent or as otherwise directedby the Corporation to pay such distribution on the Common Stock as may bedirected by the Corporation in writing.

Section 3.06. Reporting and Other Administrative Services.

(a) Within five (5) Business Days after the end of each calendar month, theServicer shall prepare and deliver to the Corporation a report reflecting activity with


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respect to each Securities Account, Collection Account and Swap Collateral Account(including any amounts charged thereto with respect to Servicing Expenses, together withreasonably detailed descriptions and line items showing the specific costs or expensesincurred) during the period since the last monthly report in a format and containing suchinformation as the Corporation shall reasonably require. Such reports shall be madeavailable in both written and electronic format. To the extent reasonably practicable andupon receipt of a written request of the Corporation, the Servicer shall deliver the reportrequired by this Section 3.06(a) on a more frequent basis.

(b) The Servicer shall use commercially reasonable efforts to collect from eachObligor any financial information and other reports, certificates and other documents andmaterials which are required to be delivered by such Obligor pursuant to the relatedUnderlying Instruments.

(c) The Servicer shall promptly forward to the Corporation any and all notices,consents, requests, reports, information and communications received by the Servicerwith respect to the Investments or pursuant to any Operative Document.

(d) The Servicer shall promptly, upon discovery thereof by the Servicer, notifythe Corporation of any default or event which, with the giving of notice or the passage oftime or both, would constitute an Obligor Default under any Underlying Instruments or adefault by any party under any Operative Document and of any other material occurrencewith respect to any Investment or Operative Document, as determined by the Servicer inits reasonable judgment and in accordance with Accepted Servicing Practices.

(e) The Servicer shall provide the following reporting services for theCorporation:

(i) prepare and distribute the report described in Section 8(f) ofExhibits B, C, D and E to the Articles of Incorporation to the Corporation on orprior to the date on which such report is required to be delivered thereunder; and

(ii) prepare and distribute any other report or information reasonablyrequested by the Corporation for itself, any holder of the Shares and any EligibleSwap Counterparty.

(f) Based upon (i) income and proceeds of sale scheduled to be received on theInvestments on a Quarterly Dividend Payment Date and (ii) other funds on deposit in theCollection Account on such Quarterly Dividend Payment Date (including the LiquidityReserve as of such Quarterly Dividend Payment Date), determine whether theCorporation has or is expected to have on such Quarterly Dividend Payment Datesufficient funds legally available to pay a Quarterly Dividend equal to the applicableQuarterly Dividend Amount on such Quarterly Dividend Payment Date. Upon anydetermination by the Servicer that the Corporation will not have sufficient funds legallyavailable to pay a Quarterly Dividend on the Senior Preferred Stock and the JuniorPreferred Stock equal to the applicable Quarterly Dividend Amount on any QuarterlyDividend Payment Date, the Servicer shall notify the Corporation in writing.


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(g) The Servicer shall make all calculations required or contemplated by, ornecessary with respect to, any Operative Document in a timely manner, including withoutlimitation the Quarterly Dividend Rate applicable to each Quarterly Dividend Period,each Quarterly Dividend Amount, each DRD Adjustment, each Retroactive DRDAdjustment Dividend, each Annual Gross-up Dividend, each Additional Annual Gross-up Dividend, the Redemption Discount, the Redemption Price, the Special Gross-upRedemption Payment, the Unpaid Amount, the Net Portfolio Gain/Loss Amount, the NetPortfolio Gain, the Net Portfolio Loss, the Market Value, the Market Rate, theLiquidation Price, the Swap Payment Amount, the Swap Receipt Amount, the SwapTermination Amount, the Tax Reserve Amount and the Liquidity Reserve, in each casefor each Calculation Date.

(h) The Servicer shall give to each appropriate recipient all notices required orcontemplated by, or necessary with respect to, any Operative Document in a timelymanner, including without limitation the various dividend payment notices, any Holders’Elective Redemption Direction and any Notice of Redemption (as directed by theCorporation).

(i) The Servicer shall also take any other action or refrain from taking anyaction as requested in writing by the Corporation not in violation of the OperativeDocuments.

ARTICLE 4INSPECTION; SERVICER’S RIGHTS

Section 4.01. Corporation’s Right of Inspection. In addition to the rights of theCorporation set forth elsewhere in this Agreement, the Corporation and/or its agents orrepresentatives shall have the right and option, at the Corporation’s expense, during theServicer’s customary business hours upon reasonable prior notification (or as the Servicermay otherwise agree), to visit the Servicer’s offices and engage in the following activities:

(a) reviewing all available documents pertaining to the Investments, theOperative Documents and any account of the Corporation governed by this Agreement;

(b) monitoring all payments and other collections made with respect to theInvestments, pursuant to any Operative Document and in any account of the Corporationgoverned by this Agreement;

(c) reviewing and monitoring such other information in connection with theInvestments, the Operative Documents or any account of the Corporation governed bythis Agreement as is necessary or desirable in the Corporation’s judgment; and

(d) discussing the above with appropriate personnel of the Servicer.


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Section 4.02. Servicer’s Rights.

(a) The Servicer may rely on and shall be protected in acting upon anycertificate, instrument, opinion, notice, letter, telecopy or other document delivered to itand which it in good faith reasonably believes to be genuine and which has been signedby the proper party or parties. The Servicer may rely conclusively on, and shall beprotected in acting upon, the written instructions of the Corporation.

(b) The Servicer may consult counsel satisfactory to it and the written opinionof such counsel shall be full and complete authorization and protection in respect of anyaction taken, suffered or omitted by it hereunder in good faith and in accordance with thewritten opinion of such counsel.

(c) The Servicer shall not be liable for any error of judgment or for any actdone or step taken or omitted by it in good faith or for any mistakes of fact or law or foranything which it may do or refrain from doing in connection herewith, except to theextent set forth in the proviso to the first sentence of Section 5.02(a) hereof.

(d) The Servicer makes no warranty or representation as to, and shall have noresponsibility for (except as expressly set forth in this Agreement), the completeness,validity, sufficiency, value, genuineness, ownership or transferability of any Investment,except to the extent set forth in the proviso to the first sentence of Section 5.02(a) hereof.The Servicer shall not be obligated to take any legal action hereunder which might in itsjudgment involve any expense or liability for it unless it has been furnished withreasonable indemnity.

ARTICLE 5COVENANTS OF THE SERVICER; INDEMNIFICATION

Section 5.01. Covenants of the Servicer.

(a) Servicer Not to Assign. Except as otherwise provided for in this Section,the Servicer may not assign this Agreement or any of its rights, powers, duties orobligations hereunder without the prior written consent of the Corporation.

(b) Merger or Consolidation of the Servicer. The Servicer may be merged orconsolidated with or into any Person or transfer all or substantially all of its assets to anyPerson, in which case any Person resulting from such merger or consolidation or thetransferee of such assets, as the case may be, shall be the successor of the Servicerhereunder and shall be deemed to have assumed all of the duties, obligations andliabilities of the Servicer hereunder as if it were a signatory hereto as Servicer.

(c) Maintenance of Insurance Policies. The Servicer shall maintain at its ownexpense a fidelity bond in form and amount that is consistent with Accepted ServicingPractices. In addition, the Servicer shall keep in force, at its own expense during theterm of this Agreement, a policy or policies of insurance, in form and amounts that areconsistent with Accepted Servicing Practices, covering loss occasioned by the errors and


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omissions of the Servicer’s officers and employees in connection with its obligationshereunder.

Section 5.02. Liability and Indemnification.

(a) Neither the Servicer nor its Affiliates nor any of the directors, officers,employees or agents thereof shall be under any liability to the Corporation or any thirdparty for taking or refraining from taking any action in good faith pursuant to or inconnection with this Agreement; provided that this provision shall not protect theServicer or any such Person against any liability which would otherwise be imposed onthe Servicer or any such Person by reason of willful misfeasance, bad faith or negligencein the performance of its duties hereunder. The Servicer and any director, officer oremployee thereof may rely in good faith on any document of any kind which, prima facie,is properly executed and submitted by any appropriate Person respecting any mattersarising hereunder. The Servicer and any director, officer or employee thereof shall beindemnified and held harmless by the Corporation against any loss, liability or expenseincurred, including reasonable attorneys’ fees, in connection with any claim, legal action,investigation or proceeding relating to this Agreement, the Servicer’s performancehereunder or any specific action which the Corporation authorized or requested theServicer to perform pursuant to this Agreement, as such are incurred, except for any loss,liability or expense incurred by reason of (i) the Servicer’s willful misfeasance, bad faith,negligence in the performance of its duties hereunder, or (ii) a breach of the Servicer’srepresentations and warranties set forth in Section 6.01(a) hereof.

(b) The Corporation and any director, officer, employee or agent thereof shallbe indemnified and held harmless by the Servicer against any loss, liability or expenseincurred, including reasonable attorneys’ fees, by reason of (i) the Servicer’s willfulmisfeasance, bad faith or negligence in the performance of its duties hereunder or (ii) abreach of the Servicer’s representations and warranties set forth in Section 6.01(a) hereof.

(c) The provisions of this Section shall survive any termination of the rightsand obligations of the Servicer hereunder.

ARTICLE 6REPRESENTATIONS AND WARRANTIES; DEFAULT

Section 6.01. Representations and Warranties.

(a) The Servicer hereby makes the following representations and warranties tothe Corporation:

(i) The Servicer is duly organized and validly existing as a nationalbanking association and has full power and authority to execute, deliver andperform its obligations under this Agreement.

(ii) The Servicer’s execution, delivery and performance of thisAgreement has not resulted, and will not result, in a breach of any provision of (A)


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the organizational documents of the Servicer, (B) any statute, law, writ, order,rule or regulation of any governmental authority applicable to the Servicer, (C)any judgment, injunction, decree or determination applicable to the Servicer or (D)any contract, indenture, mortgage, loan agreement, note, lease or other instrumentby which the Servicer may be bound or to which any of the assets of the Servicerare subject.

(iii) This Agreement has been duly and validly authorized, executedand delivered by the Servicer and is the legal, valid and binding agreement of theServicer, enforceable against the Servicer in accordance with its terms, except thatsuch enforceability may be limited by bankruptcy, insolvency or other laws ofgeneral applicability affecting the enforcement of creditors’ rights generally andby the court’s discretion in relation to equitable remedies.

(iv) No notice to, registration with, consent or approval of or any otheraction by any relevant governmental authority or other entity is or will be requiredfor the Servicer to execute, deliver and perform its obligations under thisAgreement, except such as have been obtained on or prior to the date hereof.

(b) The Corporation hereby makes the following representations and warrantiesto the Servicer:

(i) The Corporation is duly organized and validly existing as acorporation under the laws of the State of Florida, is in good standing under suchlaws and has full power and authority to execute, deliver and perform itsobligations under this Agreement.

(ii) The Corporation’s execution, delivery and performance of thisAgreement has not resulted, and will not result, in a breach of any provision of (A)the organizational documents of the Corporation, (B) any statute, law, writ, order,rule or regulation of any governmental authority applicable to the Corporation, (C)any judgment, injunction, decree or determination applicable to the Corporationor (D) any contract, indenture, mortgage, loan agreement, note, lease or otherinstrument by which the Corporation may be bound or to which any of the assetsof the Corporation are subject.

(iii) This Agreement has been duly and validly authorized, executedand delivered by the Corporation and is the legal, valid, and binding agreement ofthe Corporation, enforceable against the Corporation in accordance with its terms,except that such enforceability may be limited by bankruptcy, insolvency or otherlaws of general applicability affecting the enforcement of creditors’ rightsgenerally and by the court’s discretion in relation to equitable remedies.

(iv) No notice to, registration with, consent or approval of or any otheraction by any relevant governmental authority or other entity is or will be requiredfor the Corporation to execute, deliver and perform its obligations under thisAgreement, except such as have been obtained on or prior to the date hereof.


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Section 6.02. Servicer Events of Default.

(a) If any one of the following events (each a “Servicer Event of Default”)shall occur:

(i) any failure by the Servicer to remit in accordance with theprovisions of this Agreement any payment required to be so remitted by theServicer under the terms of this Agreement when and as due which continuesunremedied by the Servicer for a period of one (1) Business Day after the date onwhich such remittance was due; or

(ii) any failure of the Servicer to obtain the consent, or to follow thedirection, of the Corporation when obtaining such consent or following suchdirection is required hereunder; or

(iii) any failure on the part of the Servicer duly to observe or performany other of the covenants or agreements on the part of the Servicer contained inthis Agreement or any representation or warranty set forth by the Servicer inSection 6.01(a) hereof shall be untrue or incorrect in any material respect, and, ineither case, such failure continues unremedied for a period of fifteen (15)Business Days after the earlier of the date on which the Servicer becomes awareof such failure and the date on which written notice of such failure, requiring thesame to be remedied, shall have been given to the Servicer by the Corporation;

then, and in each and every case, the Corporation may, by notice in writing to theServicer, in addition to whatever rights the Corporation may have at law or in equity,including injunctive relief and specific performance, terminate all of the rights andobligations of the Servicer under this Agreement without the Corporation incurring anypenalty or fee of any kind whatsoever in connection therewith; provided that suchtermination shall be without prejudice to any rights of the Servicer relating to thereimbursement of any Servicing Fee or Servicing Expenses which have been made by itunder the terms of this Agreement through and including the date of such termination.Except as otherwise expressly provided in this Agreement, no remedy provided for bythis Agreement shall be exclusive of any other remedy, and each and every remedy shallbe cumulative and in addition to any other remedy, and no delay or omission to exerciseany right or remedy shall impair any such right or remedy or shall be deemed to be awaiver of any Servicer Event of Default.

(b) On or after the receipt by the Servicer of such written notice of terminationfrom the Corporation, all authority and power of the Servicer under this Agreement shallpass to and be vested in the Corporation, and the Servicer agrees to cooperate with theCorporation in effecting the termination of the Servicer’s responsibilities and rightshereunder, including the transfer of the Collection Account, Securities Account and SwapCollateral Accounts and giving notice to each Obligor of such termination.

(c) The Corporation may waive any default by the Servicer in the performanceof its obligations hereunder and its consequences. Upon any such waiver of a past


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default, such default shall cease to exist, and any Servicer Event of Default arisingtherefrom shall be deemed to have been remedied for every purpose of this Agreement(except that the provisions of Section 5.02 hereof shall continue to apply thereto). Nosuch waiver shall extend to any subsequent or other default or impair any rightconsequent thereon except to the extent expressly so waived.

ARTICLE 7TERM AND TERMINATION OF AGREEMENT; TRANSFER OF ASSETS

Section 7.01. Term of Agreement; Termination.

(a) The term of this Agreement shall commence on the date hereof and shallterminate on the earlier of: (i) the final redemption or payment in respect of all Shares inaccordance with the Articles of Incorporation and (ii) the date on which the appointmentof a successor servicer has become effective upon the removal or the resignation of theServicer pursuant to Section 6.02(a) or Section 7.01(b) hereof.

(b) Subject to Section 7.01(c) hereof: (i) the Servicer may resign upon90 days’ prior written notice to the Corporation and (ii) the Corporation may remove theServicer upon 30 days’ prior written notice to the Servicer.

(c) In the event of any removal or any permitted resignation of the Servicerhereunder, the Servicer agrees that, unless directed otherwise in writing by theCorporation, it shall continue to act as Servicer hereunder during any notice periodrequired hereunder and during such longer period as may be necessary for theCorporation to appoint a suitable successor to the Servicer. Notwithstanding theforegoing, if no successor is appointed within 120 days after such resignation, theServicer may petition a court of competent jurisdiction to so appoint a successor. TheServicer further agrees that it shall cooperate in good faith with the Corporation and shallexecute and deliver such documents as the Corporation shall reasonably request inconnection with the transfer of its Services to its successor as Servicer .

(d) Notwithstanding the other provisions of this Article 7, the Corporation shallnot appoint a successor servicer unless such successor has been approved by theapplicable Holders in accordance with Section 7(j) of Exhibit B, Exhibit C and Exhibit Dto the Articles of Incorporation.

(e) Termination of this Agreement as provided herein shall be withoutprejudice to any rights of the Corporation or the Servicer which may have accruedthrough the date of termination hereunder.

Section 7.02. Actions Upon Termination.

(a) Upon termination of this Agreement pursuant to Section 7.01(a)(ii), theServicer shall (i) remit all funds or other property or assets of the Corporation on depositin or to the credit of the Collection Account, the Securities Account and the SwapCollateral Accounts to the Corporation or such other Person designated by the


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Corporation as the successor servicer, net of accrued Servicing Fees and ServicingExpenses through the termination date to which the Servicer would be entitled topayment or reimbursement hereunder; (ii) deliver all files or documents in the Servicer’spossession relating to its Services to the Corporation or to Persons designated by theCorporation as the successor servicer; and (iii) fully cooperate with the Corporation andany successor servicer to effectuate an orderly transition of Services. Upon suchtermination, any Servicing Fee and Servicing Expenses which remain unpaid orunreimbursed after the Servicer has netted out such amounts pursuant to the precedingsentence shall be remitted by the Corporation to the Servicer within fifteen (15) BusinessDays after the Corporation’s receipt of an itemized invoice therefor.

(b) Upon termination of this Agreement pursuant to Section 7.01(a)(i), theServicer shall (i) transfer all property or assets of the Corporation subject to the terms ofthis Agreement (whether on deposit in or to the credit of a Collection Account, aSecurities Account or a Swap Collateral Account or otherwise) to the Corporation or tosuch other Person designated by the Corporation, net of accrued Servicing Fees andServicing Expenses through such date of final redemption or payment to which theServicer would be entitled to payment or reimbursement hereunder; (ii) deliver all files ordocuments in the Servicer’s possession relating to its Services to the Corporation or toPersons designated by the Corporation; and (iii) fully cooperate with the Corporation orany Person designated by the Corporation to effectuate an orderly transfer or suchproperty or assets. Upon such termination, any Servicing Fee and Servicing Expenseswhich remain unpaid or unreimbursed after the Servicer has netted out such amountspursuant to the preceding sentence shall be remitted by the Corporation to the Servicerwithin fifteen (15) Business Days after the Corporation’s receipt of an itemized invoicetherefor.

ARTICLE 8MISCELLANEOUS PROVISIONS

Section 8.01. Notices. All communications and notices among the parties inconnection with this Agreement shall be (i) in writing, (ii) hand-delivered or sent byovernight courier or telecopier or as an attachment to an email in a format thencustomarily used, (iii) addressed to the relevant party at its street or email address orfacsimile number specified below and (iv) effective as to a party on receipt by such party:

Corporation: SEBC Financial Corporation

Address:

Phone:

Facsimile:

Email:


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Servicer: [ ]

Address:

Phone:

Facsimile:

Email:

All communications to any holder of Shares shall be in writing, hand-delivered or sent byovernight courier or telecopier, addressed to the relevant holders at their addresses orfacsimile numbers provided by the Corporation or applicable Paying Agent. Any partymay change its street or email address or facsimile number for purposes of this Sectionby giving at least five (5) Business Days’ prior written notice of such change to the otherparties in the manner specified above.

Section 8.02. Exercise of Rights.

(a) No amendment of any provision of this Agreement shall be effective unlessit is in writing and signed by the parties hereto, and no waiver of any provision of thisAgreement, nor consent to any departure by any party from it, shall be effective unless itis in writing and signed by the affected parties, and then such waiver or consent shall beeffective only in the specific instance and for the specific purpose for which given.

(b) No failure on the part of any party to exercise, and no delay in exercising,any right under this Agreement shall operate as a waiver hereof by such party, nor shallany single or partial exercise of any right under this Agreement preclude any other orfurther exercise thereof or the exercise of any other right. The rights and remedies ofeach party provided herein (i) are cumulative and are in addition to, and are notexclusive of, any rights or remedies provided by law (except as otherwise expressly setforth in this Agreement) and (ii) are not conditional or contingent on any attempt bysuch party to exercise any of its rights under any other related document against the otherparty or any other entity.

Section 8.03. Survival; Successors and Assigns.

(a) All representations, warranties, covenants, indemnities and other provisionsmade by each party herein shall be considered to have been relied upon by the otherparties, without regard to the actual, constructive or implied knowledge of the other partyso relying, shall be true and correct as of the date hereof or such other date provided inSection 6.01 hereof and shall survive the execution, delivery and performance of thisAgreement and the investigation, due diligence or knowledge of any party.

(b) This Agreement, including the representations, warranties and covenantscontained in this Agreement, shall inure to the benefit of, be binding upon and beenforceable by and against the parties and their respective successors and permittedassigns.


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Section 8.04. Further Assurances. Each party agrees (a) to execute and deliver,or to cause to be executed and delivered, all such instruments and (b) to take all suchactions as the other party may reasonably request to effectuate the intent and purposes,and to carry out the terms, of this Agreement, in each case at the expense of theCorporation.

Section 8.05. Protection of Confidential Information. The Servicer shall keepconfidential and shall not divulge to any party, without the Corporation’s prior writtenconsent, any information pertaining to the Obligors, the Investments, the Shares, anyholder of the Shares or any Operative Document and any information relating theretoexcept to the extent that it is appropriate for the Servicer to do so (a) in working withlegal counsel, auditors, other advisors, taxing authorities or other governmental agencies,(b) in accordance with Accepted Servicing Practices, (c) when required by any law,regulation ordinance, court order or subpoena or (d) in accordance with the requirementsof the terms of this Agreement.

Section 8.06. Entire Agreement. This Agreement constitutes the entireagreement of the parties with respect to the Services. This Agreement supersedes allprevious and contemporaneous negotiations, promises, covenants, agreements,understandings and representations on such subject, all of which have become mergedand finally integrated into this Agreement.

Section 8.07. Counterparts. This Agreement may be executed in multiplecounterparts and all of such counterparts taken together shall be deemed to constitute oneand the same instrument. Each fully executed counterpart of this Agreement shall bedeemed to be a duplicate original. Transmission by telecopier of an executedcounterpart of this Agreement shall be deemed to constitute due and sufficient delivery ofsuch counterpart.

Section 8.08. Relationship between the Servicer and the Corporation. Underthis Agreement the Servicer is acting as an agent of the Corporation. This Agreementshall not be construed to create a partnership or joint venture between the Servicer andthe Corporation.

Section 8.09. Severability. The illegality, invalidity or unenforceability of anyprovision of this Agreement under the law of any jurisdiction shall not affect its legality,validity or enforceability under the law of any other jurisdiction nor the legality, validityor enforceability of any other provision.

Section 8.10. Governing Law; Submission to Jurisdiction; Venue; Etc. ThisAgreement shall be governed by and construed in accordance with the laws of the Stateof New York without giving effect to the conflicts of laws principles thereof that wouldcause the laws of another jurisdiction to apply. With respect to any suit, action or otherproceeding relating to this Agreement (any of the foregoing being a “Proceeding”), eachparty irrevocably (a) submits to the non-exclusive jurisdiction of the courts of the State ofNew York and the United States District Court located in the Borough of Manhattan inNew York City and (b) waives any objection which it may have at any time to the laying


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of venue of any Proceeding brought in any such court, waives any claim and any right toclaim that such Proceeding has been brought in an inconvenient forum and further waivesthe right to object, with respect to such Proceeding, that such court does not have anyjurisdiction over such party. Nothing in this Agreement precludes either party frombringing a Proceeding in any other jurisdiction, nor will the bringing of a Proceeding inany one or more jurisdictions preclude the bringing of a Proceeding in any otherjurisdiction.

Section 8.11. Jury Trial. EACH PARTY HERETO HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING ARISINGOUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY.

Section 8.12. Interpretation.

(a) This Agreement includes any documents attached as exhibits to theAgreement.

(b) Terms used in the singular or the plural include the plural and the singular,respectively; “includes” and “including” are not limiting; and “or” is not exclusive.

(c) Any reference to a party to this Agreement includes such party’s successorsand permitted assigns.

(d) Unless otherwise indicated, any reference to:

(i) this Agreement or any other agreement or document shall beconstrued as a reference to this Agreement or, as the case may be, such otheragreement or document as the same may have been or may at any time before thedate hereof be in effect, as modified, amended or supplemented as of the datehereof; and

(ii) a statute, law, order, rule or regulation shall be construed as areference to such statute, law, order, rule or regulation as it may have been or mayat any time before the date hereof be in effect, as modified, amended orsupplemented as of the date hereof.

(e) Section and other headings and captions are included solely for convenienceof reference and are not intended to affect the interpretation of any provisions of thisAgreement.

(f) This Agreement shall be deemed to have been jointly drafted, and noprovision of it shall be interpreted or construed for or against any party because suchparty purportedly prepared or requested such provision, any other provision or theAgreement as a whole.


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Section 8.13. Non-Petition Covenant. The Servicer shall not, prior to the datethat is one year and one day after the date on which all Shares have been redeemed orotherwise paid in full, acquiesce, petition or otherwise invoke the process of any court orgovernmental authority for the purpose of commencing or sustaining a case against theCorporation under any federal or state bankruptcy, insolvency or similar law orappointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similarofficial of the Corporation or any substantial part of its properties or ordering the windingup or liquidation of the affairs of the Corporation.


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IN WITNESS WHEREOF, the Corporation and the Servicer have caused thisAgreement to be duly executed by their respective officers thereunto duly authorized asof the date first above written.


By:Name:Title:

[ ]

By:Name:Title:


EXHIBIT A

Articles of Incorporation


EXHIBIT B

Servicer’s Expenses


Planned Business of Reorganized SEBC, SEBC Holdings LP and SEBC Real Estate LLCIntroduction

As set forth in the Amended Disclosure Statement (“Disclosure Statement”) for the ThirdAmended Plan (“Plan”), prior to and, in some respects, since the filing of the Chapter 7 case andits conversion to Chapter 11, SEBC and/or its various present and former subsidiaries haveengaged in a number of business activities, including retail and commercial banking, insurance,structured finance, lending, investment in and management of financial instruments and otherfinancial assets, real estate investment and development, and related business activities.However, at this time neither SEBC nor any subsidiary entity of SEBC retains a state or federalcharter to engage in retail or commercial banking activities or a license to engage in theinsurance business.

Accordingly, in seeking an investor to provide funding and direction for the restructureand continuance of some of the historic business activities, the Trustee recognized that retail orcommercial banking and insurance could not be part of the continuing business. The Planproposes to authorize the Transaction in which SEBC will invest the existing SEBC cash andother assets and the Investor will invest new funds to restructure SEBC into appropriatelyorganized entities to take advantage of the existing SEBC assets and continue the remainingbusiness activities of SEBC. As such, the Transaction will benefit the holders of existing SEBCPreferred and Common Shares, the holders of existing SEBC General Unsecured Claims, theholders of existing SEBC Notes and the Investor. The ensuing paragraphs contain a descriptionof the restructured entities and the historic business activity of SEBC and/or its subsidiaries thatwill be conducted by each. This discussion is not intended to be a substitute for theDisclosure Statement, but, a supplemental description of some of the matters covered inthe Disclosure Statement.

Reorganized SEBC

As provided for in the Plan and indicated in the Disclosure Statement, ReorganizedSEBC, a corporation, will be renamed SEBC Financial Corporation (“SEBC Financial”) to reflectthe nature of the historic SEBC business activities it will continue. SEBC Financial will receivethe investment of existing cash from SEBC and new cash from the Investor, and will engage ininvestment and management of primarily fixed income financial instruments and other financialassets to earn a return on such investments. SEBC Financial will also hold a $9 million loan fromSEBC Real Estate LLC (“SEBC Real Estate”), the activities of which will be described below, andwill lend up to $600,000 to SEBC Holdings LP (“SEBC Holdings”), the activities of which will bedescribed below.

SEBC Financial will use its cash to purchase from another newly-created entity, theInvestment Vehicle, the Investment Vehicle Senior Securities (consisting of senior preferredequity). The Investment Vehicle, in turn, will use the proceeds from the issuance of theInvestment Vehicle Senior Securities to SEBC Financial and other equity to acquire and managea portfolio consisting of fixed-income instruments to be acquired by the Investment Vehicle froman affiliate of Investor. Income earned on SEBC Financial investments will, to the extent notneeded to pay dividends on the SEBC Financial preferred stock, be reinvested in high qualityinvestments as specified in the SEBC Financial Charter. Upon the maturity, redemption,repayment, prepayment, sale, exchange or other disposition of the Investment Vehicle SeniorSecurities, the proceeds received must be reinvested in eligible portfolio investments, which arelimited to financial assets that have a fixed term and will generate sufficient income to payquarterly dividends on the SEBC Financial preferred stock. The determination of suchreinvestments will be made by the SEBC Financial Board, a majority of which will be determinedby SEBC Holdings through the SEBC Holdings General Partner. Depending upon the success ofthe business, SEBC Financial could later undertake a broader array of financial businessesand/or distribute the allocable portion of the earnings from Investor’s equity investment to SEBC’screditors and equity holders, including SEBC Holdings.


Based upon the structure of the planned investment by the Investor and the use of theexisting SEBC cash, it is anticipated that, like the historic banking and financial investmentactivities of SEBC, there will be a positive spread between the cost of funds to SEBC Financialand its earnings from the investment of those funds. The returns anticipated from suchinvestments will fund the operations of SEBC Financial and payments to its preferred andcommon shareholders. As SEBC Financial will be organized as a corporation, its activities will bemanaged by a Board of Directors and Officers, governed by the Charter and Bylaws as describedin the Disclosure Statement. The initial Directors and Officers are identified elsewhere in thisPlan Supplement. As provided for in the Plan and as described in the Disclosure Statement, theexisting holders of SEBC Common and Preferred Stock and existing holders of SEBC GeneralUnsecured Claims and Notes will retain direct and indirect ownership of a portion of the preferredsecurities and 60% of the Common Shares of SEBC Financial. In particular, the existing holdersof SEBC Common Stock will own 100% of the Common Units of SEBC Holdings, which will own60% of the Common Shares of SEBC Financial. The Investor will retain ownership of theremaining preferred securities and the remaining 40% of the Common Shares of SEBC Financial.

Based upon the assumptions stated in the Disclosure Statement regarding same, theanticipated results of operations of SEBC Financial are as set forth in the Disclosure Statementas part of Appendix B on page 473 of the bound version of the Disclosure Statement and Plan.

SEBC Holdings

As provided for in the Plan and indicated in the Disclosure Statement, SEBC Holdings, alimited partnership, has been named to reflect the nature of the role it will play in the continuationof the historic SEBC business activities. SEBC Holdings will be the nexus of the combination ofall the continuing business activities of SEBC. Rather than having direct operations itself, it willhold interests in the two entities that will have such operations. SEBC Holdings will retain 60% ofthe Common Shares of SEBC Financial and 100% of the ownership interests in SEBC RealEstate. In its role as the nexus of such activities, it will derive its revenues from its holdings,namely dividends from the Common Shares of SEBC Financial and all the income from SEBCReal Estate over the costs of SEBC Real Estate operations and the repayment of the $9 millionnote from SEBC Real Estate to SEBC Financial. In addition, to the extent necessary to fund theoperations of SEBC Holdings, SEBC Financial will lend up to $600,000 to SEBC Holdings. TheCommon Units of limited partnership interest will be held by the current holders of the SEBCCommon Shares. The preferred securities of SEBC Holdings will be held by holders of currentSEBC General Unsecured Claims, holders of current SEBC Notes, holders of current SEBCpreferred shares, and the Investor.

As a limited partnership, SEBC Holdings will be managed by a General Partner,separately identified elsewhere in this Plan Supplement, and governed by a Limited PartnershipAgreement provided for in the Plan and described in the Disclosure Statement.

Based upon the assumptions stated in the Disclosure Statement regarding same, theanticipated results of operations of SEBC Holdings are as set forth in the Disclosure Statement aspart of Appendix B on page 473 of the bound version of the Disclosure Statement and Plan.

SEBC Real Estate

As provided for in the Plan and indicated in the Disclosure Statement, SEBC Real Estate,a limited liability company, has been named to reflect the nature of the historic business activitiesof SEBC that it will continue. SWQ Holdings, Inc. (“SWQ”), Southeast Properties, Inc. (“SEPI”),First Pioneer Corporation (“First Pioneer”) and First Pioneer’s wholly owned subsidiary, SecondPioneer Corporation (“Second Pioneer”), the existing SEBC subsidiaries that have invested inand currently own, manage and market for sale their real estate assets, will be converted tolimited liability companies. Second Pioneer will continue to be wholly owned by First Pioneer.


SWQ, SEPI and First Pioneer will become wholly owned affiliates of SEBC Real Estate, which, asindicated above, will be wholly owned by SEBC Holdings.

The existing real estate is unencumbered. As part of the Transaction, SEBC Real Estatewill be obligated to SEBC Financial for payment of a $9 million note as provided for in the Planand described in the Disclosure Statement. First Pioneer, Second Pioneer, SWQ and SEPI willcontinue the same real estate ownership, investment management and marketing for saleactivities in which they have been engaged. It is intended that they will do so with the intent tomaximize the value of their real estate and related holdings for the benefit of payment of the $9million note and distribution of proceeds to SEBC Holdings.

SEBC Real Estate will be managed by SEBC Holdings. As provided for in the Plan anddescribed in the Disclosure Statement, SEBC Real Estate will be governed by its Charter andBylaws.

Based upon the assumptions stated in the Disclosure Statement regarding same, theanticipated results of operations of SEBC Real Estate are as set forth in the Disclosure Statementas part of Appendix B on page 473 of the bound version of the Disclosure Statement and Plan.


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