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Home My WebLink AboutResolution - 2009-R0349 - Application For Designation As Enterprise Project - Buffet Partners LP - 08_27_2009Resolution No. 2009-RO349 August 27, 2009 Item No. 5.24 RESOLUTION WHEREAS, the City of Lubbock (City) has previously passed Ordinance No. 2007-00116 electing to participate in the Texas Enterprise Zone Program, a copy of which is attached and incorporated as if fully set forth herein. The local incentives offered under this resolution are the same on this date as were outlined in Ordinance No. 2007-00116; WHEREAS, pursuant to Chapter 2303, Subchapter F of the Texas Enterprise Zone Act, Texas Government Code (the "Act"), Buffet Partners, L.P.("Buffet Partners"), a Texas Limited Partnership, has applied to the City for designation as an enterprise project; and WHEREAS, the Office of the Governor Economic Development and Tourism (EDC) through the Economic Development Bank will consider Buffet Partners as an enterprise project pursuant to a nomination and an application made by the City; and WHEREAS, the City desires to pursue the creation of the proper economic and social environment in order to induce the investment of private resources in productive business enterprises located in the City and to provide employment to residents of enterprise zones and to other economically disadvantaged individuals; and WHEREAS, the City finds that Buffet Partners meets the criteria for designation as an enterprise project under Chapter 2303, Subchapter F of the Act on the following grounds: (1) Buffet Partners is a "qualified business" under Section 2303.402 of the Act since it will be engaged in the active conduct of a trade or business at a qualified business site located in an enterprise zone and at least twenty-five percent (25.0%) of the business" new employees will be residents of an enterprise zone or economically disadvantaged individuals; (2) There has been and will continue to be a high level of cooperation between public, private, and neighborhood entities within the area; and (3) The designation of Buffet Partners as an enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area; and WHEREAS, the City finds that Buffet Partners meets the criteria for tax relief and other incentives adopted by the City and nominates Buffet Partners for enterprise project status on the grounds that it will be located at the qualified business site, will create a higher level of employment, economic activity and stability; and WHEREAS, the City finds that it is in the best interest of the City to nominate Buffet Partners as an enterprise project pursuant to the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: 1. That the findings of the City and its actions approving this resolution taken at the council meeting are hereby approved and adopted. 2. That the City finds that Buffet Partners is a "qualified business", as defined in Section 2303.402 of the Act, and meets the criteria for designation as an enterprise project, as set forth in Section 2303, Subchapter F of the Act. 3. That the enterprise project shall take effect on the date of designation of the enterprise project by the agency and terminate after five years. 4. That pursuant to their application for designation as an enterprise project and the above findings, the City hereby nominates Buffet Partners, L.P. to the Office of the Governor Economic Development and Tourism through the Economic Development Bank as an enterprise project pursuant to the Act; and the City's Designated Liaison is authorized to submit an application and nomination on behalf of Buffet Partners. PASSED BY THE CITY COUNCIL of the City of Lubbock this 27th day of August , 2009. _ TOM MARTIN, MAYOR ATTEST: Rebe ca Garza, City Secretary APPRY,r EP AS TO CONTENT: Rob Allison Assistant City`Manager Development Services APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney Lc:Cityatt/Linda/Res-Buffet PartnersNominating August 13, 2009 Resolution No. 2009-RO349 C_ First Readin� Second Reading November 8, 2007 November 20, 20( Item No. 6.4 Item No. 5.14 ORDINANCE NO. 2007-00116 AN ORDINANCE APPROVING THE CITY'S PARTICIPATION IN THE TEXAS ENTERPRISE ZONE PROGRAM PURSUANT TO TEXAS GOVERNMENT CODE CHAPTER 2303, PROVIDING TAX INCENTIVES, DESIGNATING A LIAISON FOR COMMUNICATION WITH INTERESTED PARTIES AND NOMINATING WESTX PACKAGING COMPANY TO THE OFFICE OF THE GOVERNOR ECONOMIC DEVELOPMENT & TOURISM THROUGH THE ECONOMIC DEVELOPMENT BANK AS AN ENTERPRISE PROJECT. WHEREAS, the City Council of the City of Lubbock, Texas (City) desires to create the proper economic and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the City and to provide employment to residents of such area; and WHEREAS, the project or activity is located in an area designated as an enterprise zone; and WHEREAS, the City has previously -designated enterprise zones, approved by the Office of the Governor Economic Development and Tourism (EDT)'s predecessor agency, Enterprise Zone No. EZ305-090100-LN, approved September 1, 2000, which will expire September 1, 2008 and Enterprise Zone No. EZ306-090100-LS, approved September 1, 2000, which will expire September 1, 2008, which the City requests remain in effect until the original expiration date; and WHEREAS, the City is in compliance with Chapter 2303 of the Texas Government Code (Act), and pursuant to Subchapter F of the Act, WesTx Packaging Company has applied to the City for designation as a single Enterprise Project (Project); and WHEREAS, the City finds that WesTx Packaging Company meets the criteria for tax relief and other incentives adopted by the City on the grounds that it will be located at the qualified business site, will create a higher level of employment, economic activity and stability; and WHEREAS, a public hearing to consider this ordinance was held by the City Council on November 8, 2007; NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1: THAT the facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. SECTION 2: THAT the City nominates WesTx Packaging Company for enterprise project status (single). SECTION 3: THAT the following local incentives, at the election of the governing body, are or will be made available: a) Jurisdiction -Wide: i. The City may abate taxes on Industrial projects on the increase in value of real property improvements and eligible personal property jurisdiction -wide. The level of abatement shall be based upon the extent to which the business receiving the abatement creates jobs for qualified employees, in accordance with the City of Lubbock Industrial Tax Abatement Policy, and with qualified employee being defined by the Act. ii. Freeport goods, as described in Art. 8, Sec. 1 j(a) of the Texas Constitution and Section 11.25 of the Texas Tax Code, are tax exempt pursuant to City of Lubbock Resolution No. 6142, passed December 16, 1998. b) In the Enterprise Zones: i. The City may abate taxes on Commercial projects on the increase in value of real property improvements and eligible personal property that locate in one of the following designated enterprise zone block groups: Lubbock 2000 South Enterprise Zone until September 1, 2008 Lubbock 2000 North Enterprise Zone until September 1, 2008 EZ Block Groups: Census Tract 1.0 Block Group 1 Census Tract 1.0 Block Group 4 Census Tract 2.01 Block Group 1 Census Tract 2.02 Block Groups 1 and 2 Census Tract 3.01 Block Groups 1, 2 and 3 Census Tract 3.02 Block Groups 1, 2, 5, 7, and 9 Census Tract 6.07 Block Groups 1 and 2 Census Tract 9.00 Block Groups 1, 4 and 5 Census Tract 10.00 Block Groups 1, 2, and 4 Census Tract 12.00 Block Group I and 7 Census Tract 13.00 Block Groups 1 Census Tract 14.00 Block Groups 1, 2 Census Tract 24.00 Block Groups 1, 2, and 3 Census Tract 25.00 Block Group 1 The level of abatement shall be based upon the extent to which the business receiving the abatement creates jobs for qualified employees and the amount of investment in real property improvements, in accordance with the City of Lubbock Commercial Tax Abatement Policy, and with qualified employees being defined by the Act. ii. The City may make a refund of building permit fees for businesses located in designated enterprise zones as shown in (b)i. above, in accordance with the City of Lubbock Building Permit Fee Refund Policy. SECTION 4: THAT the following enterprise zone areas within the City are reinvestment zones in accordance with the Texas Tax Code, Chapter 312: Lubbock 2000 South Enterprise Zone until September 1, 2008 Lubbock 2000 North Enterprise Zone until September 1, 2008 EZ Block Groups: Census Tract 1.0 Block Group 1 Census Tract 1.0 Block Group 4 Census Tract 2.01 Block Group 1 Census Tract 2.02 Block Groups 1 and 2 Census Tract 3.01 Block Groups 1, 2 and 3 Census Tract 3.02 Block Groups 1, 2, 5, 7, and 9 Census Tract 6.07 Block Groups 1 and 2 Census Tract 9.00 Block Groups 1, 4 and 5 Census Tract 10.00 Block Groups 1, 2, and 4 Census Tract 12.00 Block Group 1 and 7 Census Tract 13.00 Block Groups 1 Census Tract 14.00 Block Groups 1, 2 Census Tract 24.00 Block Groups 1, 2, and 3 Census Tract 25.00 Block Group 1 SECTION 5: THAT the City of Lubbock City Council directs and designates its Capital Improvement Project Manager as the City's liaison to communicate and negotiate with the EDT through the Bank and enterprise project(s) and to oversee zone activities and communications with qualified businesses and other entities in an enterprise zone or affected by an enterprise project. SECTION 6: THAT the City finds that WesTx Packaging Company meets the criteria for designation as an enterprise project under Chapter 2303, Subchapter F of the Act on the following grounds: (a.) WesTx Packaging Company is a "qualified business" under Section 2303.402 of the Act since it will be engaged in the active conduct of a trade or business at a qualified business site located in an enterprise zone in the governing body's jurisdiction and at least twenty-five percent (25%) of the business' new employees will be residents of an Enterprise Zone or economically disadvantaged individuals; and (b.) There has been and will continue to be a high level of cooperation between public, private, and neighborhood entities in the area; and (c.) The designation of WesTx Packaging Company as an enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area. SECTION 7: THAT the enterprise project shall take effect on the date of designation of the enterprise project by EDT and terminate five (5) years after the date of designation. SECTION 8: THAT if any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. PASSED by the City Council on first reading this 8t� day of November , 2007. PASSED by the City Council on second reading this 20thday of November, 2007. DAVID A. MILLER, MAYOR ATTEST: Reb �ca Garza City Secretary aOVED TO CONTENT: ""l, '-� Rob A ' a , Assistant City Manager Development Services APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney Office Practice Section 1c: cityatt/Linda/Ordinances/ Enterprise Zone Activation October 22, 2007 Resolution No. 2009-R0349 WIDE OPEN AFFOR BUSINESS" Texas Enterprise Project Application Office of the Governor Economic Development and Tourism Texas Economic Development Bank immunity. weaved Byc Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. City of Lubbock 1. • ❑ Non-refundable Application Fee submitted, made payable to Texas Economic Development Bank in the amount of: ® $750 for an Enterprise Project ❑ $1,500 for a Double Jumbo Enterprise Project ❑ $2,250 for a Triple Jumbo Enterprise Project Copy Attached Date Public Hearing Held ❑ Government Posting (Tab 2) ❑ Published in Newspaper of General Circulation (Tab 3) ❑ Notice of Hearing to the Economic Development Bank (Tab 4) ❑ Transcript or Minutes of all Public Hearings Held Attached (Tab S) III. OFFICIAL ACTION ® Nominating Ordinance or Order Attached (Tab 6) ® Nominating Resolution Attached (Tab 6) IV. LOCAL INCENTIVES OFFERED Not Applicable Ordinance/Order No. 2007-00116 Gt-?•7 � . � i • Must be listed specifically in the ordinance/order to earn points under the Local Effort in Section )00(III. Self Evaluation of the Application. ❑ Local Sales Tax Refund ® Tax Abatement ❑ Tax Increment Financing ® Freeport Exemption ❑ Economic Development Sales Tax (4A) ❑ Economic Development Sales Tax (4B) ❑ Zoning Changes / Variances ❑ Building Code Exemptions ® Impact / Inspection Fee Exemptions Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 1 TE s M'.nr 0— U.. B...... f Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. ❑ Streamlined Permitting ❑ Improved Police and / or Fire Protection ❑ Community Crime Prevention Programs ❑ Special Public Van ❑ Capital Improvements in Water and Sewer Facilities ❑ Road Repair ❑ Creation or Improvement of Parks ❑ Low -Interest Loans for Housing Rehabilitation or New Construction ❑ Transfer of Abandoned Housing to Individuals or Community Groups ❑ Low -Interest Loans for Business ❑ Use of Surplus School Buildings for Incubators ❑ Provision of Publicly Owned Land for Development Purposes ❑ One -Stop Permitting, Problem Resolution Center or Business Ombudsmen ❑ Promotion and Marketing Services ❑ Job Training and Employment Services ❑ Retraining Programs ❑ Literacy and Employment Skills Programs ❑ Vocational Education ❑_..Customized Job Traininng____ The following incentives may not be counted under Local Effort in Section XXXIII. Self Evaluation of the Application. ❑ Deferred Compliance ❑ Priority and Preference for Receipt of CDBG monies ❑ Priority and Preference for Receipt of Industrial Revenue Bonds ❑ Priority and Preference for Receipt of ]TPA Funds ❑ Amend Zoning Ordinances for Economic Development ❑ Local Enterprise Zone Fund for funding Bonds ❑ Reduced Utility Rates for Businesses ❑ Priority in Issuing of Performance Bonds ❑ Priority for Local Economic Development Services ❑ Priority for Educational Services ❑ Priority for Job Training Services ❑ Priority for Transportation Programs Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 2 T� N'inr Orst Fox AV31N=_eT Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Designation Sought Enterprise Project (counts as one designation) ® Yes —or- Double Jumbo Enterprise Project (counts as two designations) -Q Yes —or- Triple Jumbo Enterprise Project (counts as three designations) ❑ Yes Number of Designations Allocated to this Jurisdiction per State Biennium (six or nine) 6 Number of Designations Already Used this State Biennium 0 Number of Designations Represented in this Application 1 Number of Designations Applied for with Additional Applications during this Round 0 Number of Project Designations Remaining for Governing Body if all Applications are Approved 5 JKUJt:L F LUCATiC Primary Business Address of the Qualified Business Site Street Address 1001 E. 33Id St. City Lubbock State TX Zip 79404 - Nominating Jurisdiction City of Lubbock County where Qualified Business is Located Lubbock County CHOOSE ONE (must include one or the other): Official U.S. Census Map showing the entire location of the Qualified Business Site is ® Yes attached (location of qualified business site clearly marked) (Tab 7) - OR - Map of the grandfathered enterprise zone, or federally -designated zone with the location ❑ Yes of the Qualified Business Site clearly marked is attached, if applicable (Tab 7) CHOOSE ALL THAT APPLY AND PROVIDE BACKUP DOCUMENTATION 2000 Census Tract 25.00 Block Group: 1.® 2.❑ 3.❑ 4.❑ 5.❑ 6.❑ 7.❑ 8.❑ 9. ❑ List all additional census tract block groups that the property encompasses at the qualified business site: ® Check here if located IN a block group enterprise zone under Current Statute Poverty Level of the 2000 Census Block Group (at least 20%) 36. % Backup Documentation Attached — 2000 Poverty Data (Tab 8) ❑ Check here if located in a block group that is NOT an enterprise zone under Current Statute Poverty Level of the 2000 Census Block Group (less than 20%) Backup Documentation Attached — 2000 Poverty Data (Tab 8) ❑ Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 3 TE s WD 0- F.. BV IIM Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. ❑ Check here if located at a Qualified Business Site in a Distressed County under Current Statute Poverty Level of the County — 2000 Decennial Census Percent of Adult Population that Does Not Hold a High School Diploma or Equivalency Unemployment Rate for the County for the Most Recent Five Years Year: Rate: Year: Rate: Year: Rate: Year: Rate: Year: Rate: Backup Documentation Attached (Tab 8) ❑ ❑ Check here if located in an Enterprise Zone Approved Prior to 9/1/03 (zone must still be active) Date Enterprise Zone will Expire Poverty Level of Enterprise Zone Approved Prior to 9/1/03 _ Poverty Table from Enterprise Zone Application Attached (Tab 8) ❑ -OR- Poverty was not a Qualifying Criteria for this Enterprise Zone ❑ ❑ Check here if located in a Federally Designated Zone (zone must still be active) Date Federally Designated Zone will Expire Poverty Level of Federally Designated Zone _ Poverty Table from Federal Application Attached (Tab 8) ❑ ❑ Check here if located in a Federally Designated Renewal Community (zone must still be active) Date Enterprise Community designation will Expire _ Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 4 N'GC Ose:Foa 11usNF.iY Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. If an additional location within the nominating jurisdiction is to be a part of this project or activity, provide the address of the additional location and a detailed explanation how the activities that are performed at the additional location contribute to the project or activity at the qualified business site. Please note: if the activities at the additional location do not directly relate to the project or activity at the qualified business site, a separate enterprise project application must be completed for the additional location within the jurisdiction and the activities cannot be combined. Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 5 TE S Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Briefly describe efforts by the governing jurisdiction during the last year to encourage participation by residents, neighborhood groups, and other businesses in the area. Identify governing jurisdiction's efforts to revitalize the area. Attacn additional pages nenind tnis page as needea. See attached page. 'VIII. BUSINESS ACTIVITY IN THE AREA Briefly describe the type of business activity that has occurred during the last two years to revitalize the area. Estimate and describe the privately -sponsored investment or in -kind services used to improve the area or create jobs. (Attach additional pages behind this page as See attached page. Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 6 TE s WI O.LA Fox eusi�cri Texas Enterprise Zone Application Community Effort ✓ North and East Lubbock Community Development Corporation: During the last 50 years, while Lubbock grew, North and East Lubbock experienced an out -migration of people. From 1960 to 2000, the area's population decreased by 47%. In response to the deterioration of North and East Lubbock, the City of Lubbock created the North & East Lubbock Community Development Corporation (CDC) to oversee and promote development in the area and committed to providing funding to the CDC for four years. The North and East Lubbock CDC has seen significant progress in their projects in the past year. King's Dominion is a new single-family housing project with fifteen home buyers who have closed and moved into their new homes; one client's home is presently under construction and should be completed by the end of December 2008. The NELCDC has also placed twenty-three families into scattered site developments, and additional two homes currently under construction. As of the end of year 2008, the North and East Lubbock CDC has originated $1,678,245 in mortgages for King's Dominion and an additional $1,914,301 for scattered site developments. Along with funding the North and East Lubbock CDC over the past four years, the City of Lubbock has also provided money to the CDC for the construction of the infrastructure for the King's Dominion Development. The North and East Lubbock CDC has also been working on a commercial project to be located in the area. They are actively seeking prospective tenants for the commercial facility in order to determine the feasibility of the constructing a small commercial center on Parkway Drive. ✓ Infrastructure Upgrade/Replacement: In 2008, the City of Lubbock began a $10.8 million project to replace the major water lines in the downtown area. The City also began a $11 million project to replace water lines, 12 inches or larger that have reached the end of their useful life. The pro�ect includes water distribution main lines extending from Marsha Sharp Freeway south along Quaker Avenue to 34' Street, then along 341h street to Avenue A, and along Avenue A between 3 Vh Street and 19`h Street. ✓ Public/Private Partnerships: Central Business District Tax Increment Financing Reinvestment Zone The City of Lubbock Central Business District (CBD) has been developed over the years typically with office, retail, and governmental agency uses. Like many cities in the last ten to twenty years, retail has moved to shopping areas and other areas outside the CBD and office development has stagnated. In an effort to reverse that trend and to stimulate further development downtown on December 3,2001 the City established the CBD Tax Increment Finance Reinvestment Zone (TIF). The Board of the CBD TIF created a project plan that includes projects that will assist redevelopment in the CBD. Under the revised Project Plan and Finance Plan, it is expected that the CBD TIF planned expenditure of almost $10.4 million for public infrastructure improvements will result in future development and redevelopment in the CBD TIF with an increase in taxable value of approximately $91.8 million over the zone's 20- year life. The 2008 appraised value of the Central Business District TIF was $165.8 million, an increase of $60 million over the 2001 base year value. The new Revitalization Action Plan (Plan) for downtown Lubbock was completed in FY 2007-08 by the Downtown Redevelopment Commission. The Plan has been approved by the CBD TIF Board of Directors and the City Council. The City of Lubbock issued an RFQ in FY 2007-08 for a Master Developer to implement the Plan. On December 4, 2008, the City Council contracted with McDougal Land Company, LT. to provide Consulting/Master Developer services to implement downtown revitalization. North Overton Tax Increment Financing Reinvestment Zone The North Overton TIF encompasses Overton Park, a 300 acre revitalization project under way in the heart of Lubbock. It is the complete revitalization of a formerly blighted area called North Overton. The City of Lubbock, in response to a petition from a local developer, created the North Overton TIF with participation from the City, County, High Plains Underground Water District and Lubbock County Hospital District. This public/private partnership provides for a significantly enhanced redevelopment of the North Overton area by using public funds for upgraded intersections, additional right-of-way landscaping, improved street lighting, park improvements, and street and utilities replacement and reconstruction. These infrastructure projects are designed to replace 70-year old utilities, provide new street lighting and signalization, upgrade existing Pioneer Park; and provide for enhanced right-of-way landscaping, wider sidewalks, and street furniture. Overton Park has developed much faster than anticipated. It is projected that the build -out of this public/private project will occur over a seven-year period. According to the latest Project and Finance Plan for the North Overton Tax Increment Financing Reinvestment Zone (TIF) there are planned expenditures of approximately $41.7 million for public infrastructure improvements, which will result in future development/redevelopment resulting in an increase of taxable value of approximately $530 million over the TIF's 30-year life. The 2008 appraised value of the North Overton TIF was $209.9 million, which is a $183 million increase over the 2002 base year value. Texas Enterprise Zone Application Business Activity in the Area The City of Lubbock has been actively working with Lubbock Economic Development Alliance (LEDA) and Market Lubbock to promote new business locations in the City. In the past couple of years, the City of Lubbock has provided city -owned property to LEDA for Economic Development Purposes. LEDA has developed two new business parks in the northeast portion of the City and to -date have recruited three new businesses that are constructing new facilities in the business parks: O'Reilly Distribution Center, Macsa, and WesTx Packaging. Over the past two years, the City of Lubbock has approved several tax abatements for businesses expanding or locating in Lubbock. The companies were: X-Fab Texas, expansion with $7.7 million investment and 75 new jobs; Essential Home Health new facility with a $250,000 investment and 20 new jobs; Minerva Partners new facility with a $1.7 million investment and no new jobs; Molinos Anahuac new manufacturing facility with a $2.7 million investment and 26 new jobs; WesTx Packaging new manufacturing facility with a $6.1 million investment and 101 new jobs; Ozark Automotive Distributors new Distribution facility with a $20.4 million investment and 225 new jobs; and JKK Properties new facility with a $6.6 million investment and 15 new jobs. Redevelop m ent/Revita lization Overton Park is a more than 300 acre revitalization project under way in the heart of Lubbock. Overton Park is the complete revitalization of a formerly blighted area called North Overton. It is projected that the build -out of this public/private project will occur over a seven-year period. According to the latest Project and Finance Plan for the North Overton Tax Increment Financing Reinvestment Zone (TIF) there are planned expenditures of approximately $41.7 million for public infrastructure improvements, which will result in future development/redevelopment resulting in an increase of taxable value of approximately $530 million over the TIF's 30-year life. The 2008 appraised value of the North Overton TIF was $209.9 million, which is a $183 million increase over the 2002 base year value. To date, three student oriented apartment complexes have been completed along with The Centre, a $26 million, 618,000 square foot project that includes the construction of a multi -story apartment complex built over an upscale retail shopping center and more than 226,000 square feet of parking. Also completed are City Bank, Starbucks, and a Super Wal-Mart near 41h Street and Avenue Q. A retail center adjacent to the Wal-Mart is completed and houses retail businesses. The first phase of Main Street Condominiums were completed in 2006 and the second phase should be completed by the end of 2008. Nine single family houses are completed, or nearing completion. Construction began on a new hotel/conference center project in September 2007 with an estimated completion date of September 2009. A new apartment complex, The Suites, is under construction and should be completed in late 2009. A new retail center adjacent to the hotel/conference center began construction in early 2008 and should be completed in 2009. A large multi -family project, The Cottages, began in 2008 and is expected to be completed in August 2009. Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. IX. BUSINESS INFORMATION Exact Legal Name Under Which the Business is Seeking Designation Buffet Partners, L.P, (dba Dynamic Foods) Federal Tax ID Number 51-0472628 Comptroller of Public Accounts Number 15104726284 ® Attach Certificate of Corporate Resolution authorizing the Enterprise Project Application (Tab 9) Is the Business required to pay State Sales and Use Tax on equipment? ® Yes ❑ No Is business current on tax payments with the State of Texas? ® Yes ❑ No If not current on tax payments to the State explain attach additional pages behind this page as needed Does the company have the authority to do business in Texas? ® Yes ❑ No Does the company currently have facilities in Texas? ® Yes ❑ No Check Applicable Documents indicating authority to do business in Texas from the Texas Secretary of State and attach a copy of each (Tab 10) ® Articles of Incorporation ® Certificate of Existence or Status ® Assumed Name Certificate ❑ Other ❑ Certificate of Formation Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 7 RXA Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. What is the structure of the company? ❑ Privately Held Corporation ❑ Partnership ❑ Publicly Held Corporation ® Limited Partnership (LP) ❑ Limited Liability Corporation (LLC) ❑ Other ❑ Sole Proprietorship Is the Qualified Business a Franchise? Is the Qualified Business a Subsidiary? List any person or entity that has over 5% ownership in the business Number of Years in Business 6 Number of Employees Worldwide 2,881 Parent Company Buffet Partners Holding Company, L.L.C. Years Parent Company in Business 6 ❑ Yes ® No ® Yes ❑ No Name Percent Buffet Partners Holding Co. 99% Will any other entity of the controlled group be financially involved with this proposed enterprise project or activity? ® Yes ❑ No If yes, Organization Chart of the Business Structure included behind this page ® Yes ❑ No Also, if yes, list each participating entity below and complete an Additional Participating Entities form (page 9 of this application) for each entity in the business controlled group participating in the project or activity Buffet GP, Inc. Rev.9.1.09 (Texas Enterprise Zone Program) T Tab 1, Page 8 1� \'ar. Oeeu Fua R�s�esf s . ,] e q dl saaulAed jajjnq � aa� �•oa ulploH sjaulied a n �s � Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Not Applicable ❑ Complete the following information, including a contact, for each related entity that is a member of a controlled group that is necessary to the project or activity First Name David Last Name Siebert Title Chief Financial Officer Organization Buffet GP, Inc. Street Address 2701 E. Piano Parkway, Suite 200 Mailing Address 2701 E. Plano Parkway, Suite 200 City Plano State TX Zip 75074 Phone Number (214) 291-2822 Fax Number (214) 291-2473 Email Address www.furrs.net Federal Tax ID No. 51-0472624 Comptroller of Public Accounts No. 15104726243 Provide a detailed description of this entity's role with respect to the project for each applicable category. ❑ Capital Investment for Use at the Qualified Business Site ❑ Direct Payment of State Sales and Use Taxes for Items Used at the Qualified Business Site ❑ Employment of Employees at the Qualified Business Site The Officers for Buffet Partners L.P. reside in the general partner, Buffet GP, Inc., and from Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 9 TE s ' N•IDK ri1lR FUst BuslHess' Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Check ,WJ, that apply ❑ Energy ❑ Consumer / Non -Cyclical ❑ Basic Materials ❑ Healthcare ❑ Capital Goods ❑ Financial ❑ Transportation ❑ Technology ❑ Consumer / Cyclical ❑ Telecommunication Services ❑ Services ❑ Utilities ® Manufacturing NAICS Code: 31141 SIC Code: 2037 Primary Product Produced: Buffet Partners, L.P., doing business as Dynamic Foods, is a processor and IMMMeor of food. INDUSTRY CLUSTERS If applicable, identify the targeted industry cluster within which this project falls. ❑ Advanced Technologies and Manufacturing, including four sub -clusters: Nanotechnology and Materials; Micro - electromechanical Systems; Semiconductor Manufacturing; Automotive Manufacturing ❑ Aerospace, Aviation and Defense ❑ Biotechnology and Life Sciences, not including medical services ❑ Information and Computer Technology, including three sub -clusters: Communications Equipment; Computing Equipment and Semiconductors; Information Technology ❑ Petroleum Refining and Chemical Products ❑ Energy, including three sub -clusters: Oil and Gas Production; Power Generation and Transmission; Manufactured Energy Systems ® None Apply �XIV. MARKET FOR PRODUCT OR ACTIVITY ® Regional ❑ Exporter (International) ® National ® Non -Exporter ❑ International Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 10 N'. V�9r[� FVa DYS1MCFl Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. city Number of Jobs Amarillo 126 Austin 85 Big Spring 31 Brownsville 50 Comus Christi 50 El Paso 172 Ft. Worth 44 Garland 100 Hurst 51 rving 41 Lubbock 166 McAllen 68 Midland 54 Odessa 100 Paris 28 Plainview 46 Plano 26 Ricardson 53 San Marcos 41 Sulphur Springs 43 Victoria 48 Total Jobs, Other Texas Locations 1,.522 (Attach additional pages behind this page as needed.) Rev.9.1.09 (Texas Enterprise Zone Program)+ �t Tab 1, Page 11 N'uc Orca Fua Husn [.Y Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. First Name David Last Name Siebert Title Chief Financial Officer of Buffet GP, Inc. Organization Buffet Partners, L.P. Street Address 2701 East Plano Parkway, Suite 200 Mailing Address 2701 East Plano Parkway, Suite 200 City Plano State TX Zip 75074 - Phone Number 214,291,2822 Fax Number 214.291.2473 Email Address dsiebertWurrs.net Company Website www.furrs.net First Name Todd Last Name Title Controller Organization Buffet Partners, L,P. Street Address 1001 E. 33`d Mailing Address 1001 E. 33'd St, City Lubbock State TX Zip 79404 - Phone Number 806,723,5618 Fax Number 806,723,5682 Email Address thill( furrs.net Company Website www.dynamicfoods.com ® Description of the project in the form of a letter addressed to the governing body liaison and the Bank on company letterhead signed by the primary business representative is attached (Tab 11) Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 12 TE s x•oo oro„ Fo. so,.„a.r Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Check all that apply ® New Jobs ® Retained Jobs (check only if for benefit) ❑ New Business / Start-up ❑ Relocation from Out -of -State ❑ Open New Location ❑ Expansion ❑ Consolidation ❑ Relocation within Texas ® Upgrade Equipment Buffet Partners, L.P. ❑ Construct New Facility ❑ Expand Existing Facility ® Renovate Existing Facility ® Upgrade / Repair Facility ® Upgrade / Repair Existing Machinery & Equipment ® Purchase New / Additional Machinery & Equipment 90-Day Window Begin Construction Construction Complete Purchase Machinery & Equipment Begin Hiring New Employees Begin Operations Fully Operational End Project Designation 9/1/14 Note: Any activity that occurred outside of the 90-day window may not be captured for benefit. Even if a milestone began prior to the 90-day window, do not list any of the milestones above prior to the 90-day window, nor include capital investment outside the 90-day window following. Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 13 TEs Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Land Buildings Labor on Construction Machinery & Equipment Other Construction Costs Other Total I see is Provide a detailed description of each category of capital investment for the proposed project or activity. (Attach additional Daaes behind this Daoe as needed. Building and Leasehold Improvements Clean Room $450,000 Roof $100,000 Parking Lot Improvements $125,000 Spiral Freezer $500,000 Labor on all Construction $675,000 Machinery and Equipment Egg Roll Line $275,000 Distribution Equipment $250,000 Dough Extruder $100,000 Pan Washer $150,000 Pie Carton Machine $250,000 Peerless Dough Mixer $125,000 Fruit Depositor $120,000 Bridge Tenderizer $100,000 Breader & Batterer $110,000 Meat Grinders $100,000 Floor Renovations $130,000 Misc (< 50k) $1,450,000 Total $5,010,000 Attach a breakdown of types of existing jobs by six -digit Standard Occupational Code and/or title, and the salary range or hourly rate for each (Tab 12) Full -Time Jobs Part -Time Jobs Contract Jobs Total Jobs at the Qualified Business Site Are the Jobs Primary Jobs as defined in the Dev. Corp. Act of 1979? ® Yes ❑ No Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 14 TE!A' Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Attach a breakdown of types of new jobs to be created by six -digit Standard Occupational Code and/or title, and the salary range or hourly rate for each (Tab 13) Total Number of New Full -Time Jobs to be Created 5 Total Amount of Annual Payroll for New Jobs $88,400.00 Attach a breakdown of types of jobs to be retained for benefit by six -digit Standard Occupational Code and/or title, and the salary range or hourly rate for each (Tab 14) Total Number of Jobs to be Retained for Benefit 168 Total Amount of Annual Payroll for Retained Jobs $4,941,010.00 Choose all that apply for which backup documentation is included ❑ Permanent employees will be permanently laid off (Chapter 2303.406(a)(4)(A)) ❑ Business will permanently close down (Chapter 2303.406(a)(4)(B)) ❑ Business will relocate out of Texas (Chapter 2303.406(a)(4)(C)) ® Business is able to employ individuals in accordance with Section 2303.402 (Chapter 2303.406(a)(4)(D)) ❑ Business facility has been legitimately destroyed or impaired due to fire, flood, tornado, hurricane, or any other natural disaster (Chapter 2303.406(a)(4)(E)) I have reviewed the request for the retained job benefit under the Texas Enterprise Zone Program, and verify that it meets the criteria outlined above, as required by statute. The backup documentation has been placed under Tab 14 of this application. Signature Printed Name Date (Governing Body Liaison) Cheryl Brock Title Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 15 jkx R� 1 Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Outline the company's commitment to the community by specific recipient and dollar value of anticipated contribution(s) during the designation period. (Attach additional pages behind this page as needed.) Buffet Partners, LP dba Dynamic Foods is very involved within the Lubbock community and it's various charitable organizations. For a number of years, and many yet to come, Dynamic Foods has been involved with such organizations as the American Diabetes Association, Meals on Wheels, Hospice, United Way, and the city's local food bank. Dynamic Foods' employees donate numerous hours each year to these various charities, and the company contributes in excess of $ 10,000 per year in food and monetary items. While the Company is commited to providing donations to various charities, we cannot guarantee the level of donations nor commit to these specific charities. XXVI. ADDITIONAL PROJECT COMMITMENTS ® Yes ❑ No Commit to hire under -skilled, inexperienced, disadvantaged or displaced workers. ® Yes ❑ No Commit to hire minority workers. ❑ Yes ® No Commit to contract with minority -owned businesses. ❑ Yes ® No Commit to provide technical and vocational job training for enterprise zone residents or economically disadvantaged employees. ❑ Yes ® No Commit to provide child care for employees. ❑ Yes ® No Commit to work toward the prevention or reduction of juvenile criminal activity. ❑ Yes ® No commit to make contributions to the well-being of the community: ❑ Yes ® No Job training ❑ Yes ® No Donation of land for parks or other public purposes ® Yes ❑ No Employee benefits provided: ® Yes ❑ No Medical coverage insurance ® Yes ❑ No Flexible spending accounts ® Yes ❑ No 401K participation and/or stock options Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 16 nP� Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. The project will be financed by (check all that apply) ® Internal Sources ❑ External Sources Did the project receive: ❑ Texas Enterprise Fund Grant ❑ Emerging Technology Fund Grant ❑ Industrial Revenue Bonds ❑ Tax Increment Financing de a brief description of the method of financing the project will be financed with existing working capital. Check the appropriate box below and provide a copy of the executed documents indicating property access (Tab .U) ❑ Lease Agreement ❑ Lease / Purchase Agreement ❑ Purchase Agreement ® Other Deed of Trust Rev.9.1.09 (Texas Enterprise Zone Program) �1 Tab 1, Page 17 TE c WIDC-OreN Foa Bi L1Y Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. ❑ Pending ® current ❑ No Permits Required List any local, state or federal permits that are pending, along with the issuing agency and the expected date of receipt. Do not attacn copies of permits. (Attach additional pages behind this page as needed. Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 18 TE s W DI Oren iu: eosin c.Y - Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. XXX. CONCURRENT DESIGNATION This application for enterprise project status constitutes a concurrent designation If yes, complete this section in its entirety and provide requested attachments ❑ Yes ® No Provide a brief explanation of the capital investment and new and/or retained jobs for each designation, delineating what capital investment and jobs will apply to which designation with timelines for all. (Attach additional pages behind this Breakdown of Concurrent Project Designations: Attach a breakdown of types of jobs for benefit by six -digit Standard Occupational Code and/or title, and the salary range or hourly rate for each designation (Tab 16) Baseline Jobs Number of Jobs at the 90-Day Window Date for the First Project Designation Date Jobs* Retained Date ARrg oved Date Ex Tres Certified CaRital Investment New Jobs 202 TOTAL *Last certification. If no jobs have been certified, provide an explanation as to why not and when application for certification of jobs is expected to occur. Place the explanation behind this page. Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 19 TE s N'.nc Orex Fua Auatx e•i Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. XXXI. SELF -EVALUATION Nominating Jurisdiction for Qualified Business Site City of Lubbock County for Qualified Business Site County of Lubbock Is the Qualified Business Site located in a Federally -Designated Zone? ❑ Yes ® No If yes, do not complete this section. Total Distress of the Area Score (max. 40 pts.) 25 Total Local Effort Score (max. 25 pts.) _ 6 Total Private Effort Score (max. 35 pts.) _ 28 TOTAL SCORE OF PROJECT (max. 100 pts.) 59 Provide backup documentation for ALL areas for which points are taken (Tab 17) Distress of the Area (Qualified Business Site) (40%) Poverty Level of Block Group under current statute 36.35% Backup Attached ❑ 15.5% - 19.9% poverty (2000 decennial census) 2 pts ❑ 20.0% - 29.9% poverty (2000 decennial census) 4 pts ® 30.0% - 39.9% poverty (2000 decennial census) 6 pts 6 ❑ 40.0% - 49.9% poverty (2000 decennial census) 8 pts ❑ 50.0% poverty and above (2000 decennial census) 10 pts Poverty Level of Distressed County Backup Attached ❑ ❑ 15.5% - 19.9% poverty (2000 decennial census) 2 pts ❑ 20.0% - 29.9% poverty (2000 decennial census) 4 pts ❑ 30.0% - 39.9% poverty (2000 decennial census) 6 pts ❑ 40.0% - 49.9% poverty (2000 decennial census) 8 pts ❑ 50.0% poverty and above (2000 decennial census) 10 pts Poverty Level of Zone approved prior to 9/1/03 Backup Attached ❑ ❑ 20.0% - 29.9% poverty (as shown on table from application) 4 pts ❑ 30.0% - 39.9% poverty (as shown on table from application) 6 pts ❑ 40.0% - 49.9% poverty (as shown on table from application) 8 pts ❑ 50.0% poverty and above (as shown on table from application) 10 pts Rev.9.1.09 (Texas Enterprise Zone Program) �+ �1 Tab 1, Page 20 j S - '.ne Qe.x Fux Eusxe.e' i Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Poverty Level of Jurisdiction* 18.40% ® 15.5% - 19.9% poverty (2000 decennial census) ❑ 20.0% - 29.9% poverty (2000 decennial census) ❑ 30.0% - 39.9% poverty (2000 decennial census) ❑ 40.0% - 49.9% poverty (2000 decennial census) ❑ 50.0% poverty and above (2000 decennial census) Poverty Level of County 17.80% ® 15.5% - 19.9% poverty (2000 decennial census) ❑ 20.0% - 29.9% poverty (2000 decennial census) ❑ 30.0% - 39.9% poverty (2000 decennial census) ❑ 40.0% - 49.9% poverty (2000 decennial census) ❑ 50.0% poverty and above (2000 decennial census) Unemployment Level for County (most recent year) 3.80% ❑ 5.0% - 9.9% unemployment ❑ 10.0% - 14.9% unemployment ❑ 15.0% - 19.9% unemployment ❑ 20.0% - 24.9% unemployment ❑ 25.0% and above unemployment County Adult Population without High School Diploma or Equivalent 21.60% ❑ 25.4% or above State or Federally -Declared Disaster Area (within the past 24 months) ® Yes -- ❑ State ® Federal Date Disaster Area Declared 3/15/2008 Adversely Affected Defense Dependent,Community (BRAC Impacted) ® Yes 2 pts 2 4 pts 6 pts 8 pts 10 pts 2 pts 2 4 pts 6 pts 8 pts 10 pts 2 pts 4 pts 6 pts 8 pts 10 pts 10 pts 10 pts 10 5 pts 5 Population of Jurisdiction* is less than 50,000 (2000 decennial census) ❑ Yes 5 pts Jurisdiction Population Backup Attached Backup Attached Backup Attached Backup Attached Backup Attached Backup Attached Backup Attached ❑ Population of County is less than 50,000 (2000 decennial census) Backup Attached ❑ ❑ Yes 5 pts County Population Total Distress of the Area Score (max. 40 pts.) 255 *If the nominating jurisdiction is a county, take points under both jurisdiction and county, if earned. Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 21 TE S Hhnc Oren• fus Rusx cis Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Local Effort (25%) Based on the Nominating Ordinance or Order and the Location of the Qualified Business Site (must be listed specifically in the nominating ordinance or order) Check local incentives offered and record points earned up to the maximum of 25 points ❑ Local Sales Tax Refund 2 pts ® Tax Abatement 2 pts 2 ❑ Tax Increment Financing 2 pts ® Freeport Exemption 2 pts 2 ❑ Economic Development Sales Tax (4A) 2 pts ❑ Economic Development Sales Tax (4B) 2 pts Tax Deferrals, Tax Refunds or other Tax Incentives: ® Permit Refunds 2 pts 2 ❑ 2 pts ❑ Zoning Changes / Variances 1 pt ❑ Building Code Exemptions 1 pt ❑ Impact / Inspection Fee Exemptions 2 pts ❑ Streamlined Permitting 1 pt ❑ Improved Police and/or Fire Protection 1 pt ❑ Community Crime Prevention Programs 1 pt ❑ Special Public Transportation Routes or Reduced Fares 1 pt ❑ Capital Improvements in Water and Sewer Facilities 1 pt ❑ Road Repair 1 pt ❑ Creation or Improvement of Parks 1 pt ❑ Low -Interest Loans for Housing Rehabilitation or New Construction 1 pt ❑ Transfer Abandoned Housing to Individuals or Community Groups 1 pt ❑ Low -Interest Loans for Business 2 pts ❑ Use of Surplus School Buildings for Incubators 1 pt ❑ Provision of Publicly Owned Land for Development Purposes 1 pt ❑ One -Stop Permitting, Problem Resolution Center or Ombudsmen 1 pt ❑ Promotion and Marketing Services 1 pt ❑ Job Training and Employment Services 1 pt ❑ Retraining Program 1 pt ❑ Literacy and Employment Skills Programs 1 pt ❑ Vocational Education 1 pt ❑ Customized Job Training 1 pt Total Local Effort Score (max. 25 pts.) 6 Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 22 TE s Nine Oea�- Fua Rusnce� Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Rev.4.1.04 (Texas Enterprise Zone Program) Tab 1, Page 23 - - NuOrex Fux Au5lMLiS ' Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Private Effort (35%) Industry Cluster (if applicable, choose only one) Backup Attached ❑ ❑ Advanced Technologies and Manufacturing 10 pts ❑ Aerospace, Aviation and Defense 10 pts ❑ Biotechnology and Life Sciences, not including 10 pts medical services ❑ Information and Computer Technology 10 pts ❑ Petroleum Refining and Chemical Products 10 pts ❑ Energy 10 pts Type of Jobs Backup Attached ® Jobs are Primary Jobs as defined in the Dev. Corp. Act of 1979 10 pts 10 Employee Benefits Provided Backup Attached ® Medical — Company offers choice of medical and 4 pts 4 prescription drug plans including coverage for associate and family 64% Level or percent of company participation in the premium paid — for employee 60% Level or percent of company participation in the premium paid — for employee's family ® Dental Plan 2 pts 2 ® Flexible Spending Accounts for healthcare or dependent care 1 pt 1 ® Life Insurance — Basic term life insurance is 1 pt 1 provided at company expense (additional coverage for both the employee and family is available at employee's expense) ® AD&D Insurance — Basic AD&D coverage is 1 pt 1 provided at company expense (additional coverage is available at employee's expense) ® 401K — Company offers plan for employee participation 1 pt 1 ❑ Company provides matches on a variable scale up to certain maximums ❑ Employee Stock Purchase Program — Voluntary 1 pt savings program that provides opportunity to purchase company stock at discounted prices through payroll deductions Subtotal of Employee Benefits (max. 10 points) 10 Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 24 TE s W IDC Over FOc laser ui ........... Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Capital investment (choose applicable range) ❑ $40,000 to $399,999 1 pt ❑ $400,000 to $999,999 2 pts ❑ $1,000,000 to $4,999,999 3 pts ® $5,000,000 to $149,999,999 5 pts 5 ❑ $150,000,000 to $249,999,999 8 pts ❑ $250,000,000 and Above 10 pts Number of Jobs for Benefit (choose applicable category and range) I ❑ 10 to 49 new jobs for benefit 1 pt j ❑ 50 to 99 new jobs for benefit 2 pts ❑ 100 to 199 new jobs for benefit 4 pts ❑ 200 to 299 new jobs for benefit 5 pts ❑ 300 to 399 new jobs for benefit 6 pts ❑ 400 to 499 new jobs for benefit 8 pts € ❑ 500 and Above new jobs for benefit 10 pts --OR-- El 10 to 99 retained or new & retained jobs for benefit 0 pts ® 100 to 199 retained or new & retained jobs for benefit 1 pt 1 ❑ 200 to 299 retained or new & retained jobs for benefit 2 pts ❑ 300 to 399 retained or new & retained jobs for benefit 3 pts ❑ 400 to 499 retained or new & retained jobs for benefit 4 pts ❑ 500 and Above retained or new & retained jobs for benefit 5 pts Additional Commitments ® Hire Under -Skilled, Inexperienced, Disadvantaged or 1 pt 1 Displaced Workers Who Reside in an Enterprise Zone ® Hire Minority Workers 1 pt 1 ❑ Contract with Minority -Owned Businesses 1 pt ❑ Provide Technical/Vocational Training for Enterprise Zone 1 pt Residents and Economically Disadvantaged Employees ❑ Provide Child Care for Employees 1 pt ❑ Develop Juvenile Crime Prevention Program 1 pt ❑ Provide Job Training 1 pt ❑ Donate Land for Parks or other Public Purpose 1 pt Subtotal of Additional Commitments (max. 5 points) 2 Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 25 RX4 I - Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Average Job Wage Level Compared to County Average Weekly Wage (AWW) Backup Attached ® Attached County Average Weekly Wage backup for Lubbock County for 2008 (year) First Quarter $627.00 Second Quarter $640.00 Third Quarter $643.00 Fourth Quarter $701.00 TOTAL $2,611.00 _ 4 = $652.75 (County AWW) County AWW $652.75 110% of County AWW . $718.02 120% of County AWW $783.30 Calculate the average weekly wage in the formula below including only the new and/or retained jobs represented in this application for state benefit. 4 941,010.00 - 168 = $29,411.00 _ 52 = $566.00 Total Annual Payroll # ofJobs Avg. Annualized Wage AWW Choose One ® AWW < AWW for County ❑ AWW >_ AWW for County ❑ AWW >_ 110% of AWW for County ❑ AWW >_ 120% of AWW for County 0 pts 0 1 pt 3 pts 5 pts Total Private Effort Score (max. 35 pts.) 28 Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 26 TE s NID1: On.F0. Bv3$. C1a' Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Governing Body Liaison (as stated in the nominating ordnance or order) First Name Cheryl Last Name Brock Title Capital Improvement Project Manager Organization City of Lubbock Street Address 1625 13th Street Mailing Address PO Box 2000 City Lubbock State TX Zip 79457 - Phone Number (806) 775-2019 Fax Number (806) 775-2051 Email Address cbrocZ.0--TuMM'?1*ockus To the best of my knowledge and belief, the information contained in this Enterprise Project Application is true and correct and I have read the Texas Enterprise Zone Act and the Enterprise Zone Program Rules and am familiar with the provisions contained therein, as evidenced by my signature below. Signature (Govern/ng Body Liaison) Date Printed Name Cheryl Brock Title CIP Manager GIVEN under my hand and seal of office this day of (Notary Seal) Notary Public, State of Texas My commission expires Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 27 {ricc grcK Fox Bosincss Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. The nominated Enterprise Project hereby certifies and agrees that it: 1. is located in, or has committed to locate in Lubbock • Texas, in Lubbock County, Texas; and 2. will maintain separate payroll and tax records of the business activity conducted at the qualified business site, or other information as required by local and state government units; and 3. commits to participate in local efforts to achieve development and revitalization of the area; and 4. understands that before obtaining a state benefit, the qualified business must submit to the Banka certified report of the actual number of jobs created and/or retained and the capital investment made; and 5. understands that to be a qualified business eligible for enterprise project designation, twenty-five percent (25%) of the new or additional employees hired must be residents of an enterprise zone or economically disadvantaged persons if the qualified business site is located in an enterprise zone, or thirty-five percent (35%) if the qualified business site Is located outside of an enterprise zone; and 6. commits that 25 percent of its new employees will be residents of an enterprise zone or economically disadvantaged persons; and 7. understands that the project must maintain the level of employment and the jobs for which a refund has been received to the end of the designation period or for at least three (3) years from the date of refund of state sales and use taxes, whichever is later, or it may become liable for recapture of refunded taxes and interest by the Texas Comptroller of Public Accounts (Comptroller); and 8. will report to the Comptroller the status and effectiveness of designation; and 9. certifies that the project, or a branch, division, or department of the business, does not and will not knowingly employ an undocumented worker; and 10. understands that the state sales and use tax refund is subject to approval by the Comptroller and the requirements of the Tax Code and applicable Administrative Rules — specifically Section 151.429 of the Tax Code and Title 34 Texas Administrative Code, Section 3.329. Construction contracts must be "separated" (i.e. contract in which the agreed contract price is divided into a separately stated agreed contract price for incorporated materials and a separately stated agreed contract price for skill and labor) and not "lump -sum" in order to claim a refund of state sales tax. This certification and agreement is effective from the date of designation through the date of expiration as an enterprise project. To the best information and belief, the information contained in this Enterprise Project Application is true and correct and I, as prima siness representative, and I, as the local business liaison, have read the Texas Enterprise Zone Program Act a e Enter se Zone Program Rules and we are familiar with the provisions contained therein as evidenced by the i 'gnatur I elo . Signed VSigned (Pilmary Business Representative) (Local Business Liaison at Qualified Business Site) Printed Name Dave Siebert Printed Name Todd Hill Tide Chief Financial Officer Date Tide Controller Date Pev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 27 TWS Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. XMILQUALIFIED BUSINESS CERTIFICATION AND AGREEMENT The nominated Enterprise Project hereby certifies and agrees that It: 1. is located In, or has committed to locate In Lubbock . Texas, in Lubbock County, Texas; and 2. will maintain separate payroll and tax records of the business activity conducted at the qualified business site, or other information as required by local and state government units; and 3. commits tD participate in local efforts to achieve development and revitalization of the area; and 4. understands that before obtaining a state benefit, the qualified business must submit to the Bank a certified report of the actual number of jobs created and/or retained and the capital Investment made; and 5. understands that to be a qualified business eligible for enterprise project designation, twenty-five percent (25%) of the new or additional employees hired must be residents of an enterprise zone or economically disadvantaged persons if the qualified business site Is located in an enterprise zone, or thirty-five percent (35%) if the qualified business site is located outside of an enterprise zone; and 6. commits that 25 percent of its new employees will be residents of an enterprise zone or economically disadvantaged persons; and 7. understands that the project must maintain the level of employment and the jobs for which a refund has been received to the end of the designation period or for at least three (3) years from the date of refund of state sales and use taxes, whichever is later, or It may become liable for recapture of refunded taxes and interest by the Texas Comptroller of Public Accounts (Comptroller); and 8. will report to the Comptroller the status and effectiveness of designation; and 9. certifies that the project, or a branch, division, or department of the business, does not and will not knowingly employ an undocumented worker; and 10. understands that the state sales and use tax refund is subject to approval by the Comptroller and the requirements of the Tax Code and applicable Administrative Rules — specifically Section 151.429 of the Tax Code and Title 34 Texas Administrative Code, Section 3.329. Construction contracts must be "separated" (i.e. contract in which the agreed contract price Is divided into a separately stated agreed contract price for incorporated materials and a separately stated agreed contract price for skill and labor) and not "lump -sum" In order to dalm a refund of state sales tax. This certification and agreement Is effective from the date of designation through the date of expiration as an enterprise project. To the best information and belief, the information contained In this Enterprise Project Application is true and correct and I, as primary business representative, and I, as the local business liaison, have read the Texas Enterprise Zone Program Act and the Enterprise Zone Program Rules and we are familiar with the provisions contained therein as evidenced by the signatures below. Signed Signed (Primary Business Representative) (Local Business Lialson at Qualified Business Site) Printed Name Dave Slebert Printed Name Todd Hill Title Chief Financial Officer Title Controller c� Date Date of P/ Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 27 TEAS Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. Complete the following information for each consultant involved with this project (Attach copy of the Power of Attorney, if applicable — Tab 18) First Name Steven Last Name Carter Title Director Organization Grant Thornton LLP Street Address 1228 Euclid Avenue. Suite 1800 Mailing Address 1228 Euclid Avenue. Suite 1800 City Cleveland State OH Zip 44115 -1845 Phone Number (210 858-3676 Fax Number (216) 858-3570 Mobile Number (440) 840-3930 Website www.arantthornton.com Email Address stevexa er(ftt com ® Application Preparer ❑ Other Representing Buffet Partners. L.P. Brief Description of Consultant's Role with Application Assisted with completing the application. 1 confirm that the above -named consultant has been retained to participate in this application process as outlined above. o SignatureZ"C"Date (Authorizing Partfdpant) Printed Name Dave Siebert Tide CFP To the best of my knowledge and belief, the information contained In this Enterprise Project Application is true and correct. Signature (Participating Consultant) Date 09 Printed Name Steven A. Carter Tide Tax Director Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 28 Office of the Governor Economic Development and Tourism Texas Enterprise Project Application Buffet Partners, L.P. TO: Office of the Governor Attn: Financial Services Post Office Box 12878 Austin, Texas 78711 Subject: Texas Enterprise Zone Program Application Fee for Enterprise Project Application Submitted by the City of Lubbock on Behalf of Buffet Partners, L.P. for the 09/01/2009 Quarterly Application Round Please send a copy of this form along with a copy of the attached Non -Refundable Application Fee to Economic Development and Tourism Division, Attn: Enterprise Zone Program Staff, Economic Development Bank for the 09/01/2009 Enterprise Project Round submitted by the City of Lubbock on behalf of Buffet Partners, L.P.. The fee must be received by the Office of the Governor by 5:00 p.m. on 09/01/2009. ® $750 for an iEnterprise Project ❑ $1,500 for a Double Jumbo Enterprise Project ❑ $2,250 for a Triple Jumbo Enterprise Project If you have questions regarding this submission, please contact: First Name Steve Last Name Carter -i • umn— Organization Grant Thornton LLP Street Address 1228 Euclid Avenue, Suite 800 Mailing Address 1228 Euclid Avenue, Suite 800 City Cleveland State TX Zip 44115 - 1845 Phone Number (216) 858-3676 . Fax Number (216) 858-3570 Email Address steve.carterOgt.com Rev.9.1.09 (Texas Enterprise Zone Program) Tab 1, Page 30 RX4 Tab 2 Government Posting Not Applicable Tab 3 Published in Newspaper of General Circulation Not Applicable Tab 4 Notice of Hearing to the Economic Development Bank Not Applicable Tab 5 Transcript of Minutes of All Public Hearings Held Attached Not Applicable Tab 6 Nominating Ordinance or Order and Nominating Resolution First Read Second Reading November 8, 2007 November 20, 2007 Item No. 6.4 Item No. 5.14 i. ORDINANCE NO. 2007-00116 AN ORDINANCE APPROVING THE. CITY'S PARTICIPATION IN THE TEXAS ENTERPRISE ZONE PROGRAM PURSUANT TO TEXAS GOVERNMENT CODE CHAPTER 2303, PROVIDING TAX INCENTIVES, DESIGNATING A LIAISON FOR COMMUNICATION WITH INTERESTED PARTIES AND NOMINATING WESTX PACKAGING COMPANY TO THE OFFICE OF THE GOVERNOR ECONOMIC DEVELOPMENT & TOURISM THROUGH THE ECONOMIC DEVELOPMENT BANK AS AN ENTERPRISE PROJECT. WHEREAS, the City Council of the City of Lubbock, Texas (City) desires to create the proper economic and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the City and to provide employment to residents of such area; and WHEREAS, the project or activity is located in an area designated as an jenterprise zone; and WHEREAS, the City has previously -designated enterprise zones, approved by the Office of the Governor Economic Development and Tourism (EDT)'.s predecessor agency, Enterprise Zone No. EZ305-090100-LN, approved September 1, 2000, which will expire September 1, 2008 and Enterprise Zone No. EZ306-090100-LS, approved September 1, 2000, which will expire September 1, s 2008, which the City requests remain in effect until the original expiration date; s and t WHEREAS, the City is in compliance with Chapter 2303 of the Texas Government Code (Act), and pursuant to Subchapter F of the Act, WesTx Packaging Company has applied to the City for designation as a single Enterprise Project (Project);.and WHEREAS, the City finds that WesTx Packaging Company meets the j�criteria for tax relief and other incentives adopted by the City on the grounds that it will be located at the qualified business site, will create a higher level of employment, economic activity and stability; and }� 1 WHEREAS, a public hearing to consider this ordinance was held by the City Council on November 8, 2007; NOW THEREFORE 1 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF 'LUBBOCK: k ' 1 i 1•, � I �J a. SECTION 1: THAT the facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. SECTION 2: THAT the City nominates WesTx Packaging Company for enterprise project status (single). SECTION 3: THAT the following local incentives, at the election of the governing body, are or will be made available: a) Jurisdiction -Wide: i. The City may abate taxes on Industrial projects on the increase in value of real property improvements and eligible personal property jurisdiction -wide. The level of abatement shall be based upon the extent to which the business receiving the abatement creates jobs for qualified employees, in accordance with the City of Lubbock Industrial Tax Abatement Policy, and with qualified employee being defined by the Act. ii. Freeport goods, as described in Art. 8, Sec. 1 j(a) of the Texas Constitution and Section 11.25 of the Texas Tax Code, are tax exempt pursuant to City of Lubbock Resolution No. 6142, passed December 16, 1998. b) In the Enterprise Zones: i. The City may abate taxes on Commercial projects on the increase in value of real property improvements and eligible personal property that locate in one of the following designated enterprise zone block groups: Lubbock 2000 South Enterprise Zone until September 1, 2008 Lubbock 2000 North Enterprise Zone until September 1, 2008 EZ Block Groups: Census Tract 1.0 Block Group 1 Census Tract 1.0 Block Group 4 Census Tract 2.01 Block Group I Census Tract 2.02 Block Groups I and 2 Census Tract 3.01 Block Groups 1, 2 and 3 Census Tract 3.02 Block Groups 1, 2, 5, 7, and 9 Census Tract 6.07 Block Groups 1 and 2 Census Tract 9.00 Block Groups 1, 4 and 5 Census Tract 10.00 Block Groups 1, 2, and .4 Census Tract 12.00 Block Group i and 7 Census Tract 13.00 Block Groups 1 Census Tract 14.00 Block Groups 1, 2 Census Tract 24.00 Block Groups 1, 2, and 3 Census Tract 25.00 Block Group 1 The level of abatement shall be based upon the extent to which the business receiving the abatement creates jobs for qualified employees and the amount of investment in real property improvements, in accordance with the City of Lubbock Commercial Tax Abatement Policy, and with qualified employees being defined by the Act. ii. The City may make a refund of building permit fees for businesses located in designated enterprise zones as shown in (b)i. above, in accordance with the City of Lubbock Building Permit Fee Refiurd Policy. SECTION 4: THAT the following enterprise zone areas within the City are reinvestment zones in accordance with the Texas Tax Code, Chapter 312: Lubbock 2000 South Enterprise Zone until September 1, 2008 Lubbock 2000 North Enterprise Zone until September 1, 2008 EZ Block Groups: Census Tract 1.0 Block Group 1 Census Tract 1.0 Block Group 4 Census Tract 2.01 Block Group 1 Census Tract 2.02 Block Groups 1 and 2 Census Tract 3.01 Block. Groups 1, 2 and 3 Census Tract 3.02 Block Groups 1, 2, 5, 7, and 9 Census Tract 6.07 Block Groups I and 2 Census Tract 9.00 Block Groups 1, 4 and 5 Census Tract 10.00 Block Groups 1, 2, and 4 Census Tract 12.00 Block Group 1 and 7 Census Tract 13.00 Block Groups 1 Census Tract 14.00 Block Groups 1, 2 Census Tract 24.00 Block Groups 1, 2, and 3 Census Tract 25.00 Block Group 1 SECTION 5: THAT the City of Lubbock City Council directs and designates its Capital Improvement Project Manager as the City's liaison to communicate and negotiate with the EDT through the Bank and enterprise project(s) and to oversee zone activities and communications with qualified businesses and other entities in an enterprise zone or affected by an enterprise project. SECTION 6: THAT the City finds that WesTx Packaging Company meets the criteria for designation as an enterprise project under Chapter 2303, Subchapter F of the Act on the following grounds: (a.) WesTx Packaging Company is a "qualified business" under Section 2303.402 of the Act since it will be engaged in the active conduct of a trade or business at a qualified business site located in an enterprise zone in the governing body's jurisdiction and at least twenty-five percent (25%) of the business' new employees will be M residents of an Enterprise Zone or economically disadvantaged individuals; and (b.) There has been and will continue to be a high level of cooperation between public, private, and neighborhood entities in the area; and (c.) The designation of WesTx Packaging Company as an enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area. SECTION 7: THAT the enterprise project shall take effect on the date of designation of the enterprise project by EDT and terminate five (5) years after the date of designation. SECTION 8: -THAT if any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. PASSED by the City Council on first reading this &h day of November , 2007. PASSED by the City Council on second reading this 20thday of Member, 2007. DAVID A. ILLER,-MAYOR ATTEST: R a Garza City Secretary APP OVED TO CONTENT: nob� Assistant Cityanger Development Services APPROVED AS TO FORM: Linda L. Chainales, Senior Attorney Office Practice Section to- cityaW i WW0rdinaacW Enterprise Zone Activation October 22, 2007 Tab 7 U.S. Census Map showing Qualified Business Site Block Group 1, Census Tract 25, Lubbock County, Texas - Reference Map - American Fa... Page 1 of 1 Block Group 1, Census Tract 25, Lubbock County, Texas Boundaries 40/ State ,�/'00 Comty W'OO Coot" Tract 00 Slo& 5roto 00 Plsre '00 P1a06 '00 urban Area .Al'OO Urban Area Features /v/ Major Road f Street StreamMaterbody ff StreamNaterbody �i'i � r�'BiF/• I + 7 rhiies across mhtml:file://D:\Documents\US2826I\AAA Projects\ENTERPRISE ZONES\Buffet Partners... 8/7/2009 i Block 1003, Block Group 1, Census Tract 25, Lubbock County, Texas - Reference Map - ... Page 1 of 1 Block 1003, Block Group 1, Census Tract 25, Lubbock County, Texas Boundaries ,%state ;#/'oo County ,//10D Cent Tract �A/'00 Block Group �l'oD Block '00 Plact f'0"00 Urban Ar¢a )�100 Urban Area Features IV Major Road Street StnMMIWaterbody ,A/ strean/Waterbody QUALIFIED 'tust�f Ess SITE mhtml:file://D:\Documents\US2826I\AAA Projects\ENTERPRISE ZONES\Buffet Partners... 8/7/2009 Tab 8 2000 U.S. Census Block Group Poverty Data American FactFinder Page 1 of 1 Choose a geography selection method list name search address search map ■ Select a year and pr�ram Census 2000 Enter a street address, city and state, or a street address and ZIP code. Click'Go' Street Address Quick bps 1001 E. 33rd St City - -- _ State ZIP Code 'Lubbock Texas 79404 Geographies containing 1001 E 33rd St, Lubbock, Texas, 79404: Select a aeoaraphv and click 'OK' State: Texas ... County: Lubbock County Explain Census ...... County Subdivision: Lubbock CCD Geography ...... Census Tract: Census Tract 25 ......... Block Group: Block Group 1 ............ Block: Block 1003== ...... Voting District/Remainder: Voting District 0026 ...... Traffic Analysis Zone: 85 € http://factfinder.census.gov/servletIAGSGeoAddressServlet? MapEvent=showResult& cat... 8/6/2009 Detailed Tables - American FactFinder '• i..ilt l i' I 1 '•• •I • i11•ll �• =l� determined D. 'l'_' 2000 Summary • s Data Page 1 of 1 NOTE: Data based on a sample except in P3, P4, H3, and H4. For Information on confidentiality protection, sampling error, nonsampling error, definitions, and count corrections see httDJ/factfinderxensus.aov/home/en/datanotes/exosf3.htm. Block GroMp 1 Census Tract 25 Lubbock County, Texas Total: 1,081 Income in 1999 below poverty level: 393 Under 5 years 46 5 years 0 6 to 11 years 87 12 to 17 years _ 55 18 to 64 years 165 65 to 74 years 40 75 years and over 0 Income in 1999 at or above poverty level: 688 Under 5 years 69 5 years 22 6 to 11 years 42 12 to 17 years 32 18 to 14 ears 469 65 to.74 years 24 75 years and over 30 U.S. Census Bureau Census 2000 Standard ErrorNariance documentation for this dataset: Accuracy of the Data: Census 2000 Summary File 3 (SF 3) - Sample Data (PDF 141.5KB) http://factfinder.census.gov/servletIDTTable? bm=y&-state=dt&-context=dt&-ds name=D... 8/6/2009 Tab 9 Certificate of Corporate Resolution Authorizing Enterprise Project Application Certificate I, Dave Siebert, do hereby certify that I am the Chief Financial Officer of Buffet GP, Inc., which is the general partner of Buffet Partners, L.P., a Texas Limited Partnership, and that as the Chief Financial Officer I am authorized on behalf of the Partnership to authorize, execute and deliver the Texas Enterprise Zone Application. IN WITNESS WHEREOF, I hereunto set my hand and affix the seal of the Company this Q� Day of , 2009. Dave Siebert Chief Financial Officer CERTIFICATE OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF BUFFET G.P., INC. LIMITATION OF AUTHORITY TO OFFICERS MAY ,Z7, 2009 The undersigned is the Secretary of Buffet G.P., Inc., a Texas corporation (the "Company"), which is the sole general partner of Buffet Partners, L.P., a Texas limited partnership (the. "Partnership"). The undersigned hereby certifies that the Board of Directors of the Company (the "Board") has adopted by unanimous vote the following resolutions at a duly convened meeting of the Board and that these resolutions have been filed with the minutes of the proceedings of the Board. Background A. The business and affairs of the Company are managed under the direction of the Board. B. The Chief Executive Officer, President and Chief Financial Officer of the Company have general supervision of the business and operations of the Company, subject to the direction of the Board. C. The Company is the general partner of Buffet Partners, L.P. (the "Partnership") D. The Board places primary reliance on the Chief Executive Officer's, President's and the Chief Financial Officer's judgment, experience, ability, integrity and sensitivity in supervising the business and operations of the Company and the Partnership. E. Pursuant to Section 3.103 of the Texas Business Organizations Code, the Board desires to limit certain authority of the Company's officers, including, without limitation, the Chief Executive Officer, President and Chief Financial Officer by requiring Board approval of certain matters as described below Resolutions The Board hereby RESOLVES that: 1. No officer of the Company, including, without limitation, the Chief Executive Officer, President and Chief Financial Officer is authorized to cause the Company to take any actions outside the Company's current business of serving as general partner of the Partnership without prior approval of the Board. 2. No officer of the Company, including, without limitation, the Chief Executive Officer, President and Chief Financial Officer is authorized to take the following actions without approval of the Board or a Committee of the Board: (a) liquidate, dissolve or wind up the affairs of the Partnership; (b) cause the Partnership to merge into or consolidate with any other entity or cause any entity to merge into or consolidate with the Partnership; (c) sell all or substantially all of the assets of the Partnership; (d) sell, license, transfer or otherwise dispose of any property or assets of the Partnership (in a single transaction or a series of related transactions) having a value in an aggregate amount not to exceed $100,000 per fiscal year, other than sales of inventory in the normal course of business and consistent with past practices; (e) cause the amendment, alteration or repeal of any provision of the Company's governing documents, including the certificate of limited partnership and the Partnership Agreement; (f) cause the Partnership to create or authorize the creation of or issue any security convertible into or exercisable for any equity security of the Partnership or increase the Partnership's partnership interests; (g) cause the Partnership`to enter into, amend or modify any agreements regarding any equity interests or. warrants, including, but not limited to, the amendment or modification of the rights of holders of equity interests or warrants, or to waive or consent to any covenant or other requirements of such agreements except for agreements which relate to the equity interests held by Chatham Credit Management III, LLC or Chatham Capital Management II, LLC (the "Chatham Parties"); (h) cause the Partnership to create or authorize the creation of any debt security, incur any additional indebtedness for borrowed money, guaranty such indebtedness or any liens on or with respect to any of its assets; (i) cause the Partnership to enter into any agreement that provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging the Partnership's exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices except in the ordinary course of business consistent with past practices; (j) utilize the Class B Capital Contributions (as defined in the Partnership Agreement) in a manner other than as set forth in that certain commitment letter for at least $2.6 million preferred equity issuance dated February 25, 2009 from Chatham Investment Fund II, LLC to Buffet Partners, L.P. (except that the amount of "Pre -Funded Interest" is $500,000, instead of $650,000); (k) utilize the Term X Loan under that certain Second Amended and Restated Loan and Security Agreement dated as of April 3, 2009 by and among the Partnership, Chatham Credit Management III, LLC, not individually, but as agent for Chatham Investment Fund III, LLC and Chatham Investment Fund QPIII, LLC and the lenders party thereto (as amended, modified, restated or supplemented from time to time, the "Loan Agreement") in a manner other than as set forth in the Loan Agreement; (1) cause the Partnership to amend or modify the Loan Agreement or any related documents if such modifications are related to fees, interest rate, payment schedule, financial covenants or maturity; (m) cause the Partnership to commence a voluntary case as debtor under the United States Bankruptcy Code; (n) appoint or remove key employees of the Company, including, but not limited to, the Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer of the Company (for clarification, there shall be no officers of the Partnership); (o) enter into or amend any key employee agreement by or on behalf of the Partnership or the Company; (p) modify any compensation and/or benefits for any key employee of the Partnership or the Company; (q) cause the Partnership to change its principal business, enter into new lines of business or exit its current line of business; (r) determine the terms and conditions of any Additional Voluntary Capital Contributions (as defined in the Seventh Amended and Restated Agreement of Limited Partnership dated as of April 3, 2009, as may be amended from time to time, the "Partnership Agreement") if such Additional Voluntary Capital Contribution is deemed necessary by the Board; (s) authorize or distribute the amount, if any, of Available Cash (as defined in the Partnership Agreement) for distribution to the Partners; (t) cause the Partnership to make any Tax Distributions (as defined in the Partnership Agreement); (u) cause the Partnership to admit additional Persons as Limited Partners or to consent to the transfer of any partnership interests or warrants to purchase partnership interests by an existing Limited Partner other than the Chatham Parties; (v) cause the Partnership to amend or modify, in any material way, its insurance coverage with respect to the Partnership's assets wherever located, covering loss or damage by fire, theft, explosion and all other hazards and risks; (w) cause the Company to amend or modify its directors and officers insurance policy; (x) cause the Partnership to change its name, FEIN, organizational identification number, state of organization or organizational identity; (y) cause the Partnership to form or create any subsidiaries; (z) cause the Partnership, directly or indirectly, to make or acquire any Investment (as defined in the Loan Agreement) or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments (as defined in the Loan Agreement); (aa) cause the Partnership to enter into any transaction with an affiliate of the Partnership, General Partner of any Limited Partner; (bb) cause the Partnership to suspend or go out of a material portion of its business, close or otherwise cease operations at any store location or open any additional store locations or relocate any existing store location; (cc) cause the Partnership to enter into, assume or otherwise become a party to, any lease or other agreement which provides for payments and/or consideration or other value in excess of $250,000 over the term of such lease or agreement or any lease or other agreement which would have a material effect on the business, affairs and conditions of the Partnership; (dd) cause the Partnership to expend an amount in excess of $200,000 related to any individual capital expenditure item, or to incur total capital expenditures in excess of amounts outlined in a budget approved by the Board. 3. The Chief Executive Officer, President and the Chief Financial Officer are authorized to take all necessary and appropriate actions to implement and effectuate the purpose and intent of these resolutions, including, without limitation, establishing policies and procedures to ensure the consistent application and implementation of these resolutions. 4. Any officer of Company, by the signature of any one or more of them, be, and the same hereby are, authorized and directed to certify the adoption of these resolutions. Acknowledged on this Hof May, 2009. Ray Ifenm Acknowledged on this • "4-of May, 20 Dave Siebert W L�M� �'-� . Tab 10 Applicable Documents Indicating Authority to do Business in Texas k--" n�1,� E ap 5 Office of the Secretary of State Corporations Section `IO P.O. ]Box 13697 Austin Texas 78711-3697 FILIED the In Aof $ 61 of Text DEC 11 2003 ASSUMED NAME CERTIFICATE FOR FILING WITH THE SECRETARY OF STATE 1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Buffet Partners, L.P. 2. The assumed name under which the business or professional service is or is to be conducted or rendered is Dynamic Foods 3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated it Texas and the address of its registered or similar office in that jurisdiction is 901 Main Street, Suite 3100, Dallas, Texas 75202 4. The period, not to exceed 10 years, during which the assumed name will be used is October 1, 2003 through October 1, 2013 5. The entity is a (check one): A. 0 Business Corporation r3 Non -Profit Corporation Professional Corporation Professional Association Limited Liability Company Limited Partnership Registered Limited Liability Partnership B. If the entity is some other type business, professional or other association that is incorporated, please specify below (e.g., bank, savings and ban association, etc.) 6. If the entity is required to maintain a registered office In Texas, the address of the registered office is 901 Main Street, Suite 3100, Dallas, Texas 75202 and the name of its registered agent at such address is Patrick Butts The address of the principal office (if not the same as the registered office) is 3001 E. President George Bush Hwy., #200, Richardson, Texas 75082 Certificate of Account Status - Letter of Good Standing SUSAN COMBS COM MOL ER AUSTUt TEXAS 78774 August 7, 2009 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS Page 1 of 1 I, Susan Combs, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office BUFFET PARTNERS, L.P. is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due August 17, 2009. This certificate does not make a representation as to the status of the entity's registration, if any, with the Texas Secretary of State. This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for any other filing with the Texas Secretary of State. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 7th day of August 2009 A.D. Susan Combs Texas Comptroller Taxpayer number: 15104726284 File number: 0800211459 Form 05-304 (Rev.12-07/17) http://ecpa.cpa.state.tx.us/coa/servlet/cpa.app.coa.CoaLetter 8/7/2009 Certificate of Account Status - Letter of Good Standing Page 1 of 1 1o TmAs ComPTRou n') PuBLic Accoums August 7, 2009 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS I, Susan Combs, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office BUFFET G.P., INC. is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due August 17,. 2009. This certificate does not make a representation as to the status of the entity's registration, if any, with the Texas Secretary of State. This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for any other filing with the Texas Secretary of State. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 7th day of August 2009 A.D. /46� &ft4Wh-- Susan Combs Texas Comptroller Taxpayer number: 15104726243 File number: 0800248864 Form 05-304 (Rev. 12-07/17) http://ecpa.cpa.state.tx.us/coa/serviet/cpa.app.coa.CoaLetter 8n/2009 Certificate of Account Status - Letter of Good Standing TexAs C(oMPTRouyP PuBuc Accoums SUSAN COMBS • COMMOLLER AUS"XTiI`l, TEXAS 78774 August 7, 2009 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS Page 1 of 1 I, Susan Combs, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office BUFFET PARTNERS HOLDING COMPANY is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due August 17, 2009. This certificate does not make a representation as to the status of the entity's registration, if any, with the Texas Secretary of State. This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for any other filing with the Texas Secretary of State. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 7th day of August 2009 A.D. /44*0t- �z 6�4*� Susan Combs Texas Comptroller Taxpayer number: 13201738179 File number: 0029591980 Form 05-304 (Rev. 12-07/17) http://ecpa.cpa.state.tx.us/coa/servIeVcpa.app.coa.CoaLetter 8/7/2009 Corporations Section t,�E p Roger Williams P.0.13ox 13697 �,`t Secretary of State Austin, Texas 78711-3697 X f Ems" � 1t�i Office of the Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below: Buffet G.P., L.L.C_ )riling Number: 800211452 Articles of Organization June 05, 2003 Articles of Amendment August 04, 2003 Articles of Conversion September 19, 2003 i Public Information Report (PIR) December 31, 2005 i In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on June 30, 2006. Roger Williams Secretary of State Come visit us on the intemet at hap:i/h%,�►,% •.sos.statc.tx.asi Phone: (512) 463-5555 Fax: (512) 463-3709 TM 7-1-1 Prepared by: HENDRICKS Document: 13 5113910002 I theFILED M SiEit�l Bf�l am ARTICLES OF ORGANIZATION JUN 0 5 nuo OF 4DIPO" xt3Se o� CIC-BUFFET, L.L.C. The undersigned, being a natural person of the age of eighteen years or more, acting as the organizer of a limited liability company under the Texas Limited Liability Company Act, hereby adopts the following Articles of Organization for such limited liability company (lhe "Company"): ARTICLE ONE The name of the Company is CIC-Buffet, L.L.C. ARTICLE TWO The period of the Company's duration shall be perpetual. ARTICLE THREE The purpose for which the Company is organized is to transact any and all lawful business for which limited liability companies may be organized under the Texas Limited Liability Company Act. ( ARTICLE FOUR The street address of the initial registered office of the Company is 901 Main Street, Suite 3100, Dallas. Texas 75202 and the name of the initial registered agent at such address is Patrick Butts. ARTICLE FIVE The Company is to be managed by managers. The number of managers shall be fixed in the manner provided in the Regulations of the Company. The initial number of managers shall be two (2), and the names and addresses of the persons who are to serve as the managers until the first annual meeting of members, or until their successors are duly elected and qualified are: tVame Address Marshall B. Payne 500 Crescent Court, Suite 250 Dallas, Texas 75201 Debbie Crady 500 Crescent Court, Suite 250 Dallas, Texas 75201 d-1138442. t ARTICLE SIX The name and address of the organizer am as follows: Patrick Butts, 901 Main Street, Suite 3100, Dallas, Texas 75202. IN WITNESS WHEREOF, the undersigned has exvutcd these Articles of Organization this Sth day of June, 2003. Patrick Butts DALLAS 12213120 ARTICLES OF AMMMENT TO ARTICLES OF ORGANIZATION OF CIC-DUPIFET, L.L.C. FILED In the Office of the SeaeWry of State of Texas AUG U 4 20 Co pratilans Sedion Pursuant to the provisions of Article 3.06 of the Texas Limited Liability Company Act, CIC-BuffM L.L.C., s Texas limited liability company (the "Company, adopts this following Articles of Amendram to the Company's original Articles of Organization: ARTICLE ONE The name of the Company is GTC-Buffee, L.L.C. ARTICLE TWO The amendment revises Article I of the ori&zI Articles of Organization so ihat, as so amended, Article I shall read as follows: The name of tha Company is 8uftet G_P., L.L.C, ARTICLE TIME The amerulment to tho Articles of Organization was adopted by the affirmative consent of the sole member of the Company on August 1, 2003, ARTICLE F'OVR Ila amendment was zpproved in accordance, with Section G of article 223 of the Texas Limited Liability Company Act or as odwmise provided in the Articles of Organization or Regulations. Dated: August 1, 2003. CIC-Buffet, L.L.C. a Texas limited liability company Marshall B. Paync,M21na8er M1 91K- Debbie Cady, Manager 8.1135754.1 Corporations Sedion P.O-Box 13697 Austin, Texas 78711-3697 E F cy s Office of the Secretary of State Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below: Buffet G.P., L.L.C. Filing Number. 800211452 Articles of Conversion September 19, 2003 In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on June 30, 2006. .., 7 144 - - fir Roger Williams Secretary of State Come visit us on the internet at http://www,sos.state.tx,us/ Phone: (512) 463-5555 Fax: (312) 463-5709 TTY:7-1-1 Prepared by: HENDRICKS Document: 135113910002 ARTICLES OF CONVERSION or BUFFET GP,, L.LC., a Texan limited liability company �-'!.LL) Secretary o State of Texas SEP 191003 Corporations Section into BUFFET G.P., INC., a Texas corporation Pursuant to the provisions of Seaton 10.09 of the Texas Liauitcd [.lability Company Actand Article 5.19 of the Texas Business; Corporation Aa4. the uudersigrcd converting entity ccrtif es du following Articks of Conversion adopted for the purpose of effecttttg a conversion in uccordance with the provisions ofthe Texas Limited Liability Company Act and the Texas Business Corporation Act. r 1. The name of the converting entity is Buffet G.P., L.LC. Tire converting entity was formed on June 5, 2003, as a limited liability caatpany organized tender the laws of the state of Tew. under the name of MOuffa, L.L.C. On August 4, 2003, CIC-Buffet. LLC. changed its nme to Buffet G.P., L.L.C., pursuant to Bricks of ameadmew to its articles of orgtnp�zntIon. 2. A Plan of Convasion has beea approved by the Managers of Buffet G.P., L.L.C., the converting aft 3. An executed copy of the Plan of Conversion is on Bit at the P&dpal plea of business of St et. G.P., LL;C.. the comertiRtg. entity, whbao address is 500 Cmsceut Conn, Suite 250, DaUes, Te xas 7520L Also, an =cLftdcopy ofthc Plan of donversioo wiU be on tile, from and dodo conversion, at the principal place of business of Buffet G.P., Inc., the converted entity, whose address is 500 Crescent Court, Suite 250, Dallas, Tatar 75201. 4. A copy of the Plat of Conversion will be fiunished by Buffet G.P, L.LC. (prior to eonveMon) or Buffa G.P., bx. (after co>zvtasfw, on written request and without cost, to my member of the converting entity or any shareboldtx of the ceavetud entity. 5. The approval of the Play of Conversion was drily authorized by all action required by the laws of dw state of Texas under whirls Buffet G.P., L LC. was formed and by its constituent doarmcoM 6. All liabilities and obligations of Buffet G.P., L.LC., including the paymcat of all applieabk Texas isachim tarty and related fees-, if the same are not timely paid, are hereby as&iVed to and assumed by Buffet G.P. Inc.. which shall become tiro obligor thereon: 7. The conversion ofBuffet G.P., LL.C. to Buffet G.P., Inc. wiH be effective on September 19, 2003. S. The Articles of Incorporation of Buffet G.P., Inc. are attached hereto as Exhibit a•itsszt2l IN WITNESS WHEREOF, the undersigned have execuied these Articles of Conversion as of this 19thdLy of Sep=bu. 2001. xUrshou B. Paym MaaW Dcblr;c Crady, Manager 6-1165212.2 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 OFF ry e Office of the Secretary of State Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the document, Articles of Conversion for Buffet G.P., Inc. (filing number: 800248864), a Domestic For -Profit Corporation, was filed in this office on September 19, 2003. It is further certified that the entity status in Texas is in existence. In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on June 30, 2006. Roger Williams Secretary of State Come visit us on the internet at http:llwtivw.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 TTY: 7-1-1 Prepared by: SOS -WEB Document: 135176980003 ARTICLES OF CON TIMON or BUFFET G.P., L.LC.. a Texas limited liability company into `:!..L,j Secretary of State o Texas SEP 19 2003 Corporations Section BUFFET G.P., INC., a Texas corporation Pursuant to the provisions of Section 10.09 of the Texas Limited Liability Company Act and Article 5.18 of the Texa, Business Corporation Act, the undersigned converting entity certtfies the following Articles of Conversion adopted for the purpose of effecting a conversion in accordance with tho provisions ofthe Texas Limited Liability Company Act and the Texas Business Corporation Act. r I. The name of the converting entity is Buffet O.P., L.L.C. The converting entity was formed on Mute 5, 2003, as a limited liability company organized under the laws of the state of Texa:% under the name of CIC-Buffet. LLC. On August 4, 2003, CIC-Buffe4 L.L.C. changed its name to Buffet G.P., LL.C., pursuant to articles of ameadment to its articles of ! organization. 2. A Plan of Conversion has been approved by the Managers of Buffet G.P, L.L.C., the converting entity. I 3. An executed copy of the Flan. of Conversion is on file at the principal place of business of Buffet G.P., L.L.C., the converting entity. whose address is 500 Crescent Court, Suite 250, Dallas, Texas 75201. Also, an executed copy ofthe Plan of Conversion will be on file, from and after the conversion, at the principal place of business of Buffet G.P., Inc., the converted entity, whose address is 500 Crescent Court, Suite 250, Dallas. Texas 75201. 4. A copy of the Plan of Conversion will be fuutdshed by Buffet G.P., L.L.C. (prior to conversion) or Bullet G.P., Inc. (after conversion), on written request and without cast, to any member of the converting entity or any shareholder of the converted entity. 5. The approval of the Plan of Conversion was dully authorized by all action required by the laws of flit state ofTexas under which Buffet G.P.. L.L.C. was formed and by its constituent documtem 6. All liabilities and obligations of Buffet G.P., L.L.C., including the payment ofalt applicable Texas 6raooii" taxes and related fete, if the same are not timely paid, are hereby assigaed to and assumed by Buffet d.P., Inc., which shall become the obligor thereof. 7. The conversion of Buffet G.P, L.L.C. to Buffet G.P., Inc. will be effective on September 19, 2003. S. The Articles of Incorporation of Buffet G.P., inc. are attached hereto as Exl ibis d•,102112 [N WITNESS NVFMOF, the undersigned have executed these Articles of Conversion as of this 19th day of Septcmbor, 2003. - Manager Debbie Gady, Manager d•11652112 �.�... O5_•02 ling Number. 80021- Q81�� tRo .t-05M) 3333 MAO - f)o ant wile In tha spaoe•rasos+ S a. Wads13196 TaxpayerlaensAc•�uon 35or d.RapoiiYear TEXAS FRANCMSE TAX 510472624 2005 Puma INFOR"TION REPORT W.)ST he Max Sao* Banchdra taxrowiremaws CorBprelw rnmewideddreas n1 4 e.JMRri1,p U Buffet G.P., Inc. &civixyofSluekrrambercr.Vnam 2701 E. Plano Parkway, Suite 200 Gp�e'p dh r Plano, TX 75074 Nan too Frinchroe rs9 _ 03442 At the prww"god wow-oa n is no wn*vL pA+aso twow A&d to wMV Mirffwri-rr. The reaoWhnog i idwaSao ArusT be provides kxru,. seciehry o(smdo jsos'J by aM f+rnrpnna8ar+ar reviled LAWY cue first Rm a esrass Coro aka Ff&-*V a Tag ROW. Else trdd�oW sheets for SccLtttsA SSrr and�7nr�rs 7- Tho At7 a t low be avarrbte AY pubrb tospeeti ElCheck hate ttxere are turcerlUy to the Info ondion preprinted In Section w d tefs repoit TM7t aotlrOM 3eCMa" S asd C Flemso7 befowl of roar avid dreetor Wormetion is renewed as of tho dote a Pxtbk tnforemriaa Ramat 's mnpleted. The Wormalim is updated arotw*,r as pet4 of " f+andtin tart sopmt. There is no reaAremag or pocedt a for xs,ppimr *V the Int"maaun as of4xvs and deectors UMM28 throughput the year. ' M&E apt!-!rort Twmexonfin, frxwrd yyM Mamathall B . Payne Man4ge;__ 11YES _ •ING=ACf�ES 500 Crescent Court, fttte 250 DatlIng T7! 75201�_ TtfLE=aNR.Grt ; Tiroseupu "VVYoeary" YES iwatfaoct�laes ....__._ _ ..� l_ t N Tftt E r?)CiOR Tam expiration ftinddnsry} Z7ri@ �mRF[TAAR Tom expImtionftmddlym) eapin6w OnvddyMt sEcrm s. List each emf»nlirm or imlto PULAIV oxgmy. if any. in which 11ds re;evUng corporat= Er Ymnaod fabky oan=V owns as intema often .. peremol (10%) or more. Caw the iflfarmetim re*;abed far arch ctwroraft or Wrted bbif¢y oonipmy Narrc td wvwt!(swnrm&arj rxaporaiu� SWe of!rKugmrMion lean&S4;;aenwnlu+ I rercenbpo rt~ Nw,w ifarylrn(snAtgrl _._..._ State of IncarpOratioa ( Te" S7s Er- nurdxr '!L PBM&WaP kftWA SECTION G. t ist Pach cmporabon or inital liaNity owpany. it any. that wsms an inlwwg often percent (10%) oraora ii this rep].iNcwperaton or W ited riaarrty company. Enter the Inlornraticn requested far eoch w(Paxatxon of Wad Gabduy company mine cf u mfwai lr—q bn Stale ofworpor,904 Te."s r.7^u he rw .b& I'ercensaga -j+ . rteglsrerreeagent and MgamrRt(saefn.eucawrsirruunie0ryduke cha�) ii1 Herat nebbie Crady Otfiw: 500 Crescent Court, Suite 250 Tilh; ., J We 79347D 649a ('Frck Isere if ;pu nett farms C-� b change this usfernmio•s, Charges can also be made aialne at 'KP�•w soaxasJa.v�vads�+.h.:.Va' i aaylimo P%MC f&--, Cade and wow) e .r 214_291-2900 ARTICLES OF INCORPORATION OF BUFFET G.P., INC., a Texas corporation The undersigned natural person of the age of eighteen (19) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for the Corporation that is named below: ARTICLE I NAME The name of the Corporation is "Buffet G.P., Inc." ARTICLE II CONVERSION This corporation is being formed pursuant to a Plan of Conversion that provides for the conversion of Buffet G.P., L.L.C., a Texas limited liability company, to Buffet G.P., Inc., a Texas 4 corporation. The converting entity, Buffet G.P., L.L.C., a Texas limited liability company located at 500 Crescent Court, Suite 250, Dallas, Texas 75201, was formed on June 5, 2003. ARTICLE Ili DURATION The period of duration of the Corporation is perpetual. ARTICLE IV PURPOSE The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE V CAPITAL STOCK A The maximum number of shares of capital stock which the Corporation is authorized to issue shall be Ten Thousand (10,000) shares of common stock having a par value of One Cent ($0.01) per share. B. No shareholder of the Corporation shall, by reason of being a shareholder, have any preemptive right to acquire additional, unissued or treasury shares of the Corporation, or securities a.n 165222 t.DOC convertible into or carrying a right to subscribe to or to acquire any shares of any class of the Corporation now or hereafter authorized. C. No shareholder shall have the right to cumulate votes at any election for directors of the Corporation ARTICLE VI LIABILITY OF DIRECTORS To the fullest extent permitted by the laws of the: State of Texas, as such laws may now or hereafter exist, directors of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for acts or omissions occurring in their capacity as directors. Any repeal or amendment of this Article shalt operate prospectively only and shall not adversely affect any limitation of liability which then exists as a result hereof. ARTICLE VII INDEMNIFICATION The Corporation shall indemnify and advance expenses to any persons who are involved in any lawsuits or other proceedings as a result of their service to the Corporation as directors or officers to the fullest extent permitted by the laws of the State of Texas as such laws may now or hereafter exist. Any repeal or amendment of this Article shall operate prospectively only and shall t not adversely affect anyright to receive indemnification or expense advancements which then exists as a result hereof. ARTICLE. VIII . ACTION BY CONSENT OF SHAREHOLDERS Any action required by the Texas Business Corporation Act to be taken at any annual or special meeting of shareholders, or any action which maybe taken at such a meeting, may be taken without a meeting and without prior notice or a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted, and such written consent or consents are otherwise in compliance with the provisions of the Texas Business Corporation Act. ARTICLE IX REGISTERED AGENT The name and address of its initial registered office and registered agent are: Name Address Dcbbie Crady 500 Crescent Court Suite 250 Dallas, Texas 75201 0•11651221 DOC f ARTICLE X INITIAL BOARD OF DIRECTORS The number ofdirectors shall be fixed by the bylaws of the Corporation, and until changed in accordance with the manner prescribed by the bylaws shall be three (3). The names and addresses of the persons who arc to serve as the initial directors until the first annual meeting of shareholders, or until theirsuccessor(s) shall have been duly elected and qualified, are as follows: Name Ad ress Marshall B. Payne 500 Crescent Court Suite 250 Dallas, Texas 75201 Fouad Bashour 500 Crescent Court Suite 250 Dallas, Texas 75201 Eric Stroud 500 Crescent Court Suite 250 Dallas, Texas 75201 IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of September, 2003. a/K Eric Williams, Incorporator n-a to5222_1.00C 3 Tab 11 Project Description Letter August 6, 2009 Ms. Cheryl Brock City of Lubbock Finance Department P.O. Box 2000 1625 136' Street Lubbock, TX 79457 and Officer of the Governor Economic Development and Tourism Texas Economic Development Bank Texas Enterprise Zone Program 1100 San Jacinto Austin, TX 78701 Re: Project Description Dear Ms. Brock: This letter is to serve as the Project Description as outlined in the Texas Enterprise Zone Application Section XVIII. Project Summary As you know, Buffet Partners, L.P. (`Buffet Partners") has been working with officials with the City of Lubbock regarding its new planned investment. The new planned expansion is estimated to cost $5 million and will allow the company to ultimately retain its existing workforce of 168'full-time employees. In addition, the Company may hire an additional 5 full-time employees at the facility. The new full-time jobs will be manufacturing positions. The proposed investment can be broken down into several key components which include: • Approximately $500,000 will be spent on upgrading and repairing the existing building; • Approximately $3,000,000 will be incurred on various production components that will increase efficiency or safety; • Approximately $1,500,000 will be spent on the other miscellaneous improvements which may include the construction of a "clean room". BUFFET PARTNERS, L.P. 2701 E. PLANO PARKWAY, SUITE 200 PLANO, TEXAS 75074 (214) 291-2900 FAX (214) 291-2467 www. fiirrv. net August 6, 2009 Page 2 Company History Buffet Partners operates about 50 Furr's cafeteria -style buffet restaurants in Texas and five other states in the Southwestern US. The eateries serve standard American fare for lunch and dinner including chicken -fried steak, liver and onions, roast beef, and seafood. Buffet Partners also owns Dynamic Foods, a food processing and distribution division of the Company. The Company was formed in 2003 to acquire the assets of bankrupt Cafeteria Operators, LP with backing from Cardinal Investment. Enterprise Zone Project Designation Request As a result of the new planned investment and job creation, the company will incur property taxes and sales/use taxes on non -manufacturing machinery and equipment, building materials and repetitive purchases. The Company will make routine annual purchases locally in order to maintain the operations and use/consume electricity at a capacity relative to the large manufacturing facility. Please do not hesitate to contact me with any questions or comments. Sincerely, Dave Sie ert Chief Financial Officer Buffet Partners, L.P. Tab 12 Existing Jobs at the Qualified Business Site Buffet Partners, L.P. List of Jobs at Qualified Business Site Texas Enterprise Zone Application 1 0714 0816 A/P COORDIN rate/hr 11.67 $24,274 2 0714 0700 ACCOUNTANT bi-weekly salary 2,206.67 $57,373 3 0736 0813 ADMIN ASST- rate/hr 10.00 $20,800 4 0714 0813 ADMINISTRAT rate/hr 17.34 $36,067 5 0895 0702 ASSISTANT F bi-weekly salary 1,931.77 $50,226 6 0892 0709 ASSISTANT M bi-weekly salary 1,765.38 $45,900 7 0891 0814 ASST MEAT M bi-weekly salary 1,782.69 $46,350 8 0900 0711 ASST TRUCK bi-weekly salary 2,127.65 $55,319 9 0708 0811 ASST. BUYER rate/hr 15.68 $32,614 10 0890 0712 BAKERY MAMA bi-weekly salary 2,174.71 $56,542 11 0712 0907 CLEAN UP rate/hr 9.001 18,720 12 0890 0717 CLEAN UP rate/hr 8.45 $17,576 13 0890 0906 CLEAN UP rate/hr 8.75 $18,200 14 0891 0717 CLEAN UP rate/hr 9.50 $19,760 15 0891 0717 CLEAN UP rate/hr 9.25 $19,240 16 0891 0717 CLEAN UP rate/hr 9,10 $18,928 17 0891 0717 CLEAN UP rate/hr 9.00 $18,720 18 0892 0719 COOK rate/hr 11.25 $23,400 19 0892 0719 COOK rate/hr 9.50 $19,760 20 0892 0718 COOKED FOOD bi-weekly salary 2,275.38 $59,160 21 0710 0720 COORDINATOR rate/hr 9.00 $18,720 22 0892 0714 CREW CHIEF rate/hr 13-851 $28,808 23 0885 0716 CREW LEADER rate/hr 14.85 $30,888 24 0890 0716 CREW LEADER rate/hr 16.00 $33,280 25 0890 0716 CREW LEADER rate/hr 14.62 $30,410 26 0890 0716 CREW LEADER rate/hr 11.24 $23,379 27 0891 0716 CREW LEADER rate/hr 17.49 $36,379 28 0891 0716 CREW LEADER rate/hr 14.37 $29,890 29 0891 0716 CREW LEADER rate/hr 12.95 $26,936 30 0892 0716 CREW LEADER rate/hr 16.10 $33,488 31 0892 0716 CREW LEADER rate/hr 11.30 $23,504 32 0892 0716 CREW LEADER rate/hr 10.65 $22,152 33 0892 0716 CREW LEADER rate/hr 10.92 $22,714 34 0892 0716 CREW LEADER rate/hr 10.56 $21,965 35 0892 0716 CREW LEADER rate/hr 13.00 $27,040 36 0895 0716 CREW LEADER rate/hr 17.30 $35,984 37 0714 0724 DATA ENTRY bi-weekly salary 1,821.68 $47,364 38 0885 0723 DATA ENTRY rate/hr 11.601 $24,128 39 0892 0807 DIR PROCESS bi-weekly salary 3,432.51 $89,245 40 0712 0808 DIR Q&A & M bi-weekly salary 2,621.82 $68,167 41 0736 0729 DIRECTOR PU bi-weekly salary 2,263.53 $58,852 42 0900 0782 DRIVER 0 rate/hr 15.00 $31,200 43 0900 0783 DRIVER 1 YE rate/hr 15.00 $31,200 44 0895 0733 FREEZER MAN bi-weekly salary 2,569.99 $66,820 45 0708 0810 HELPER -MAIN rate/hr 10.00 $20,800 461 07141 0736 HUMAN RESOU bi-weekly salary 1,939.08 $506416 471 07141 0835 JANITOR rate/hr 9.27 $19,282 Copyright InfoSync Services and RightViewWeb.com I Buffet Partners, L.P. List of Jobs at Qualified Business Site Texas Enterprise Zone Application 48 0714 0601 JANITOR rate/hr 8.50 $17,680 49 0900 0739 LONGTERM D rate/hr 15.00 $31,200 50 0900 0739 LONG TERM D rate/hr 15.00 $31,200 51 0900 0739 LONG TERM D rate/hr 15.00 $31,200 52 0900 0739 LONGTERM D rate/hr 15.00 $31,200 531 0902 0739 LONG TERM D rate/hr 15.00 $31,200 54 0904 0739 LONGTERM D rate/hr 15.00 $31,200 55 0906 0739 LONGTERM D rate/hr 15.00 $31,200 56 0918 0739 LONG TERM D rate/hr 15.00 $31,200 57 0918 0739 LONG TERM D rate/hr 15.00 $31,200 58 0931 0739 LONGTERM rate/hr 15.00 $31,200 59 0933 0739 LONG TERM D rate/hr 15.00 $31,200 60 0936 0739 LONGTERM D rate/hr 15.00 $31,200 61 0891 0740 MACHINE OPE rate/hr 10.80 $22,464 62 0708 0750 MAINT SUPER bi-weekly salary 1,876.00 $48,776 63 0708 0749 MAINTENANCE bi-weekly salary 2,509.43 $65,245 64 0708 0741 MAINTENANCE rate/hr 15.79 $32,843 65 0892 0907 MANAGERS bi-weekly salary 1,487.91 $38,686 66 0891 0406 MEAT CARVER rate/hr 13.75 $28,600 67 0708 0742 MECHANIC rate/hr 17.00 $35,360 68 0708 0741 MECHANIC rate/hr 14.40 $29,952 69 0708 0742 MECHANIC rate/hr 13.64 $28,371 70 0708 0742 MECHANIC rate/hr 12.76 $26,541 71 0900 0742 MECHANIC rate/hr 17.16 $35,693 72 0900 0742 MECHANIC rate/hr 17.50 $36,400 73 0890 0745 MIXER rate/hr 12.38 $25,750 74 0890 0745 MIXER rate/hr 9.99 $20,779 75 0890 0745 MIXER rate/hr 9.91 $20,613 76 0890 0745 MIXER rate/hr 11.90 $24,752 77 0890 0745 MIXER rate/hr 11.33 $23,566 78 0890 0745 MIXER rate/hr 10.88 $22,630 79 0890 0745 MIXER rate/hr 9.63 $20,030 80 0885 0752 ORDER PULLE rate/hr 15.10 $31,408 81 0885 0752 ORDER PULLE rate/hr 15.30 $31,824 82 0885 0752 ORDER PULLE rate/hr 14.05 $29,224 83 0895 0752 ORDER PULLE rate/hr 11.75 $24,440 84 0895 0752 ORDER PULLE rate/hr 10.50 $21,840 85 0892 0761 PDWRKMACHOP rate/hr 9.77 $20,322 86 0714 0759 PRESIDENT D bi-weekly salary 6,551.01 $170,326 87 0891 0912 PROD WORKER rate/hr 8.50 $17,680 88 0891 0912 PROD WORKER rate/hr 8.50 $17,680 891 0892 0913 PROD WORKER rate/hr 9.25 $19,240 901 0892 0913 PROD WORKER rate/hr 8.25 $17,160 91 0892 0913 PROD WORKER rate/hr 9.50 $19,760 92 0892 0913 PROD WORKER rate/hr 8.00 $16,640 93 0892 0913 PROD WORKER rate/hr 8.00 $16,640 94 0892 0913 PROD WORKER I rate/hrl 8.001 $16,640 Copyright InfoSync Services and RightViewWeb.com Buffet Partners, L.P. List of Jobs at Qualified Business Site Texas Enterprise Zone Application 951 0892 0913 PROD WORKER rate/hr 8.00 $16,640 96 0892 0913 PROD WORKER rate/hr 8.00 $16,640 97 0892 0913 PROD WORKER rate/hr 8.00 $16,640 98 0710 0757 PRODUCT & M bi-weekly salary 2,201.27 $57,233 99 0890 0760 PRODUCTION rate/hr 10.00 $20,800 100 0890 0760 PRODUCTION ratelhr 9.41 $19,573 101 0890 0760 PRODUCTION rate/hr 9.37 $19,490 102 0890 0760 PRODUCTION rate/hr 9.42 $19,594 103 0890 0760 PRODUCTION rate/hr 9.34 $19,427 104 0890 0760 PRODUCTION rate/hr 9.00 $18,720 105 0890 0760 PRODUCTION rate/hr 9.001 $18,720 106 0890 0760 PRODUCTION rate/hr 9.00 $18,720 107 0890 0760 PRODUCTION rate/hr 9.00 $18,720 108 0890 0760 PRODUCTION rate/hr 8.50 $17,680 109 0891 0761 PRODUCTION rate/hr 14.37 $29,890 110 0891 0761 PRODUCTION rate/hr 12.95 $26,936 111 0891 0761 PRODUCTION rate/hr 12.95 $26,936 112 0891 0761 PRODUCTION ratelhr 12.09 $25,147 113 0891 0761 PRODUCTION rate/hr 11.09 $23,067 114 0891 0760 PRODUCTION ratelhr 9.25 $19,240 115 0891 0760 PRODUCTION rate/hr 9.25 $19,240 116 0891 0760 PRODUCTION rate/hr 9.00 $18,720 117 0891 0760 PRODUCTION rate/hr 8.75 $18,200 118 0891 0760 PRODUCTION rate/hr 9.00 $18,720 119 0892 0760 PRODUCTION rate/hr 11.85 $24,648 120 0892 0760 PRODUCTION rate/hr 10.55 $21,944 121 0892 0760 PRODUCTION rate/hr 10.40 $21,632 122 0892 0760 PRODUCTION rate/hr 9.27 $19,282 123 0892 0760 PRODUCTION ratelhr 9.00 $18,720 124 0892 0760 PRODUCTION rate/hr 9.25 $19,240 125 0892 0760 PRODUCTION rate/hr 9.01 $18,741 126 0892 0760 PRODUCTION rate/hr 9.26 $19,261 127 0892 0760 PRODUCTION rate/hr 9.25 $19,240 128 0892 0761 PRODUCTION rate/hr 9.37 $19,490 129 0892 0760 PRODUCTION rate/hr 9.00 $18,720 130 0892 0760 PRODUCTION rate/hr 9.00 $18,720 131 0892 0760 PRODUCTION rate/hr 8.671 $18,034 132 0892 0760 PRODUCTION rate/hr 9.011 $18,741 133 0892 0760 PRODUCTION rate/hr 9.00 $18,720 134 0892 0760 PRODUCTION rate/hr 9.27 $19,282 135 0892 0760 PRODUCTION rate/hr 10.00 $20,800 136 0892 0760 PRODUCTION rate/hr 9.27 $19,282 137 0892 0760 PRODUCTION rate/hr 9.00 $18,720 138 0892 0760 PRODUCTION rate/hr 8.75 $18,200 139 0892 0760 PRODUCTION rate/hr 9.00 $18,720 140 0892 0760 PRODUCTION rate/hr 9.25 $19,240 141 08921 0760 PRODUCTION rate/hr 9.00 $18,720 Copyright InfoSync Services and RightViewWeb.00m Buffet Partners, L.P. List of Jobs at Qualified Business Site Texas Enterprise Zone Application 142 0892 0760 PRODUCTION rate/hr 8.75 $18,200 143 0892 0760 PRODUCTION rate/hr 8.75 $18,200 144 0892 0760 PRODUCTION rate/hr 8.50 $17,680 145 0892 0913 PRODUCTION rate/hr 8.50 $17,680 1461 0712 0762 QUALITY ASS rate/hr 12.05 $25,064 147 0712 0788 QUALITY ASS bi-weekly salary 1,370.45 $35,632 148 0712 0762 QUALITY ASS bi-weekly salary 1,822.32 $47,380 149 0712 0762 QUALITY ASS rate/hr 8.75 $18,200 150 0712 0762 QUALITY ASS rate/hr 10.00 $20,800 151 0712 0762 QUALITY ASS rate/hr 8.501 $17,680 152 0712 0762 QUALITY ASS rate/hr 8.501 $17,680 153 0710 0822 SALES COORD bi-weekly salary 2,693.36 $70,027 154 0710 0822 SALES COORD N-weekly salary 2,066.76 $53,736 155 0714 0770 SECRETARY rate/hr 10.55 $21,944 156 0714 0770 SECRETARY rate/hr 12.66 $26,333 157 0892 0770 SECRETARY rate/hr 12.30 $25,584 158 0736 0802 SENIOR BUYE bi-weekly salary 2,204.80 $57,325 159 0900 0771 SHOP FOREMA rate/hr 23.00 $47,840 160 0900 0772 TRUCK SPOTT rate/hr 16.49 $34,299 161 0900 0776 TRUCK TERMI bi-weekly salary 2,874.17 $74,728 162 0714 0778 VP CONTROLL bi-weekly salary 3.826.89 $99,499 163 0892 0781 WAREHOUSE P rate/hr 10.70 $22,256 164 0895 0781 WAREHOUSE P rate/hr 11.90 $24,752 165 0895 0781 WAREHOUSE P rate/hr 12.30 $25,584 166 0895 0781 WAREHOUSE P rate/hr 12.05 $25,064 167 0895 0781 WAREHOUSE P rate/hr 10.25 $21,320 168 0895 0781 WAREHOUSE P rate/hr 10.50 $21,840 Total Payroll $4,941,010 Average Wage $29,411 Average Weekly Wage $566 Copyright InfoSync Services and RightMewWeb.com Tab 13 New Jobs to be Created Buffet Partners, L.P. List of Anticipated New Jobs Texas Enterprise Zone Application Tab 14 ' Jobs to be Retained for Benefit Buffet Partners, L.P. List of Jobs to Be Retained Texas Enterprise Zone Application 1 0714 0816 A/P COORDIN rate/hr 11.67 $24,274 2 0714 0700 ACCOUNTANT bi-weekly salary 2,206.67 $57,373 3 0736 0813 ADMIN ASST- rate/hr 10.00 $20,800 4 0714 0813 ADMINISTRAT rate/hr 17.34 $36,067 5 0895 0702 ASSISTANT F bi-weekly salary 1,931.77 $50,226 6 0892 0709 ASSISTANT M bi-weekly salary 1,765.38 $45,900 7 0891 0814 ASST MEAT M bi-weekly salary 1,782.69 $46,350 8 0900 0711 ASST TRUCK bi-weekly salary 2,127.65 $55,319 9 0708 0811 ASST. BUYER rate/hr 15.68 $32,614 10 0890 0712 BAKERY MANA bi-weekly salary 2,174.71 $56,542 11 0712 0907 CLEAN UP rate/hr 9.00 $18,720 12 0890 0717 CLEAN UP rate/hr 8.45 $17,576 13 0890 0906 CLEAN UP rate/hr 8.75 $18,200 14 0891 0717 CLEAN UP rate/hr 9.50 $19,760 15 0891 0717 CLEAN UP rate/hr 9.25 $19,240 16 0891 0717 CLEAN UP rate/hr 9.10 $18,928 17 0891 0717 CLEAN UP rate/hr 9.00 $18,720 18 0892 0719 COOK rate/hr 11.25 $23,400 19 0892 0719 COOK rate/hr 9.50 $19,760 20 - 0892 0718 COOKED FOOD bi-weekly salary 2,275.38 $59,160 21 0710 0720 COORDINATOR rate/hr 9.001 $18,720 22 0892 0714 CREW CHIEF rate/hr 13.85 $28,808 23 0885 0716 CREW LEADER rate/hr 14.85 $30,888 24 0890 0716 CREW LEADER rate/hr 16.00 $33,280 25 0890 0716 CREW LEADER rate/hr 14.62 $30,410 26 0890 0716 CREW LEADER rate/hr 11.24 $23,379 27 0891 0716 CREW LEADER rate/hr 17.49 $36,379 28 0891 0716 CREW LEADER rate/hr 14.37 $29 890 29 0891 0716 CREW LEADER rate/hr 12.95 $26,936 30 0892 0716 CREW LEADER rate/hr 16.10 $33,488 31 0892 0716 CREW LEADER rate/hr 11.30 $23,504 32 0892 0716 CREW LEADER rate/hr 10.65 $22,152 33 0892 0716 CREW LEADER rate/hr 10.92 $22,714 34 0892 0716 CREW LEADER rate/hr 10.56 $21,965 35 0892 0716 CREW LEADER rate/hr 13.00 $27,040 36 0895 0716 CREW LEADER rate/hr 17.30 $35,984 37 0714 0724 DATA ENTRY bi-weekly salary 1,821.68 $47,364 38 0885 0723 DATA ENTRY rate/hr 11.60 $24,128 39 0892 0807 DIR PROCESS bi-weekly salary 3,432.51 $89,245 40 0712 0808 DIR Q&A & M bi-weekly salary 2,621.82 $68,167 41 0736 0729 DIRECTOR PU bi-weekly salary 2,263.53 $58,852 42 0900 0782 DRIVER 0 rate/hr 15.001 $31,200 43 0900 0783 DRIVER 1 YE rate/hr 15.00 $31,200 44 0895 0733 FREEZER MAN bi-weekly salary 2,569.99 $66,820 45 0708 0810 HELPER -MAIN rate/hr 10.00 $20,800 461 07141 07361 HUMAN RESOU bi-weekly salary 1,939.08 $50,416 471 07141 0835 JANITOR rate/hr 9.27 $19,282 Copyright InfoSync Services and RlghtViewWeb.com Buffet Partners, L.P. List of Jobs to Be Retained Texas Enterprise Zone Application 0601 JANITOR rate/hr 8.50 $17,680 48 0714 49 0900 0739 LONG TERM D rate/hr 15.00 $31,200 50 0900 0739 LONGTERM D rate/hr 15.00 $31,200 51 0900 0739 LONG TERM D rate/hr 15.00 $31,200 52 0900 0739 LONG TERM D rate/hr 15.00 $31,200 53 0902 0739 LONGTERM D rate/hr 15.00 $31,200 54 0904 0739 LONG TERM D rate/hr 15.00 $31,200 55 0906 0739 LONGTERM D rate/hr 15.00 $31,200 56 0918 0739 LONG TERM D rate/hr 15.00 $31,200 57 0918 0739 LONG TERM D rate/hr 15.00 $31,200 58 0931 0739 LONG TERM D rate/hr 15.00 $31,200 59 0933 0739 LONG TERM D rate/hr 15.00 $31,200 60 0936 0739 LONG TERM D rate/hr 15.00 $31,200 61 0891 0740 MACHINE OPE rate/hr 10.80 $22,464 62 0708 0750 MAINT SUPER bi-weekly salary 1,876.00 $48,776 63 0708 0749 MAINTENANCE bi-weekly salary 2,509.431 $65,245 64 0708 0741 MAINTENANCE rate/hr 15.791 $32,843 65 0892 0907 MANAGERS bi-weekly salary 1,487.911 38,686 66 0891 0406 MEAT CARVER rate/hr 13.751 $28,600 67 0708 0742 MECHANIC rate/hr 17.00 $35,360 68 0708 0741 MECHANIC rate/hr 14.40 $29,952 69 0708 0742 MECHANIC rate/hr 13.64 $28,371 70 0708 0742 MECHANIC rate/hr 12.76 $26,541 71 0900 0742 MECHANIC rate/hr 17.16 $35,693 72 0900 0742 MECHANIC rate/hr 17.50 $36,400 73 0890 0745 MIXER rate/hr 12.38 $25,750 74 0890 0745 MIXER rate/hr 9.99 $20,779 75 0890 0745 MIXER rate/hr 9.91 $20,613 76 0890 0745 MIXER rate/hr 11.90 $24,752 77 0890 0745 MIXER rate/hr 11.33 $23,566 78 0890 0745 MIXER rate/hr 10.88 $22,630 79 0890 0745 MIXER rate/hr 9.63 $20,030 80 0885 0752 ORDER PULLE rate/hr 15.10 $31,408 81 0885 0752 ORDER PULLE rate/hr 15.30 $31,824 82 0885 0752 ORDER PULLE rate/hr 14.05 $29,224 83 0895 0752 ORDER PULLE rate/hr 11.75 $24,440 84 0895 0752 ORDER PULLE rate/hr 10.50 $21,840 85 0892 0761 PDWRKMACHOP rate/hr 9.77 $20,322 86 0714 0759 PRESIDENT D bi-weekly salary 6,551.01 $170 326 87 0891 0912 PROD WORKER rate/hr 8.501 $17,680 88 0891 0912 PROD WORKER rate/hr 8.50 $17,680 89 0892 0913 PROD WORKER rate/hr 9.25 $19,240 90 0892 0913 PROD WORKER rate/hr 8.25 $17,160 91 0892 0913 PROD WORKER rate/hr 9.50 $19,760 92 0892 0913 PROD WORKER rate/hr 8.00 $16,640 93 0892 0913 PROD WORKER rate/hr 8.00 $16,640 94 0892 0913 PROD WORKER rate/hr 8.001 $16,640 Copyright InfoSync Services and RightViewWeb.com Buffet Partners, L.P. List of Jobs to Be Retained Texas Enterprise Zone Application 95 0892 0913 PROD WORKER rate/hr 8.00 $16,640 96 0892 0913 PROD WORKER rate/hr 8.00 $16,640 97 0892 0913 PROD WORKER rate/hr 8.00 $16,640 98 0710 0757 PRODUCT & M bi-weekly salary 2,201.27 $57,233 99 0890 0760 PRODUCTION rate/hr 10.00 $20,800 100 0890 0760 PRODUCTION rate/hr 9.41 $19,573 101 0890 0760 PRODUCTION rate/hr 9.37 $19,490 102 0890 0760 PRODUCTION rate/hr 9.42 $19,594 103 0890 0760 PRODUCTION rate/hr 9.34 $19,427 104 0890 0760 PRODUCTION rate/hr 9.00 $18,720 105 0890 0760 PRODUCTION rate/hr 9.00 $18,720 106 0890 0760 PRODUCTION rate/hr 9.00 $18,720 107 0890 0760 PRODUCTION rate/hr 9.00 $18,720 108 0890 0760 PRODUCTION rate/hr 8.50 $17,680 109 0891 0761 PRODUCTION rate/hr 14.37 $29,890 110 0891 0761 PRODUCTION rate/hr 12.95 $26,936 111 0891 0761 PRODUCTION rate/hr 12.95 $26,936 112 0891 0761 PRODUCTION rate/hr 12.09 $25,147 113 0891 0761 PRODUCTION rate/hr 11.09 $23,067 114 0891 0760 PRODUCTION rate/hr 9.25 $19,240 115 0891 0760 PRODUCTION rate/hr 9.25 $19,240 116 0891 0760 PRODUCTION rate/hr 9.00 $18,720 117 0891 0760 PRODUCTION rate/hr 8.75 $18,200 118 0891 0760 PRODUCTION rate/hr 9.00 $18,720 119 0892 0760 PRODUCTION rate/hr 11.85 $24,648 120 0892 0760 PRODUCTION rate/hr 10.55 $21,944 121 0892 0760 PRODUCTION rate/hr 10.40 $21,632 122 0892 0760 PRODUCTION rate/hr 9.27 $19,282 123 0892 0760 PRODUCTION rate/hr 9.00 $18,720 124 0892 0760 PRODUCTION rate/hr 9.25 $19,240 125 0892 0760 PRODUCTION rate/hr 9.01 $18,741 126 0892 0760 PRODUCTION rate/hr 9.26 $19,261 127 0892 0760 PRODUCTION rate/hr 9.25 $19,240 128 0892 0761 PRODUCTION rate/hr 9.37 $19,490 129 0892 0760 PRODUCTION rate/hr 9.00 $18,720 130 0892 0760 PRODUCTION rate/hr 9.00 $18,720 131 0892 0760 PRODUCTION rate/hr 8.67 $18,034 132 0892 0760 PRODUCTION rate/hr 9.01 $18,741 133 0892 0760 PRODUCTION rate/hr 9.00 $18,720 134 0892 0760 PRODUCTION rate/hr 9.27 $19,282 135 0892 0760 PRODUCTION rate/hr 10.00 $20,800 136 0892 0760 PRODUCTION rate/hr 9.27 $19,282 137 0892 0760 PRODUCTION rate/hr 9.00 $18,720 138 0892 0760 PRODUCTION rate/hr 8.75 $18,200 139 0892 0760 PRODUCTION rate/hr 9.00 $18,720 1401 08921 0760 PRODUCTION rate/hr 9.25 $19,240 1411 08921 0760 PRODUCTION rate/hrl 9.001 $18,720 Copyright InfoSync Services and RightMewWeb.com Buffet Partners, L.P. List of Jobs to Be Retained Texas Enterprise Zone Application 142 0892 0760 PRODUCTION rate/hr 8.751 $18,200 143 0892 0760 PRODUCTION rate/hr 8.75 $18,200 144 0892 0760 PRODUCTION rate/hr 8.50 $17,680 145 0892 0913 PRODUCTION rate/hr 8.50 $17,680 146 0712 0762 QUALITY ASS rate/hr 12.05 $25,064 147 0712 0788 QUALITY ASS bi-weekly salary 1,370.45 $35,632 148 0712 0762 QUALITY ASS bi-weekly salary 1,822.321 47,380 149 0712 0762 QUALITY ASS rate/hr 8.751 $18,200 150 0712 0762 QUALITY ASS rate/hr 10-001 $20,800 151 0712 0762 QUALITY ASS rate/hr 8.501 $17,680 152 0712 0762 QUALITY ASS rate/hr 8-501 $17,680 153 0710 0822 SALES COORD bi-weekly salary 2,693.361 $70,027 154 0710 0822 SALES COORD bi-weekly salary 2,066.76 $53,736 155 0714 0770 SECRETARY rate/hr 10.55 $21,944 156 0714 0770 SECRETARY rate/hr 12.66 $26,333 157 0892 0770 SECRETARY rate/hr 12.30 $25,584 158 0736 0802 SENIOR BUYE bi-weekly salary 2,204.80 $57,325 159 0900 0771 SHOP FOREMA rate/hr 23.001 $47,840 160 0900 0772 TRUCK SPOTT rate/hr 16.49 $34,299 161 0900 0776 TRUCK TERMI bi-weekly salary 2,874.17 $74,728 162 0714 0778 VP CONTROLL bl-weekly salary 3,826.89 $99,499 163 0892 0781 WAREHOUSE P rate/hr 10.70 $22,256 164 0895 0781 WAREHOUSE P rate/hr 11.90 $24,752 165 0895 0781 WAREHOUSE P rate/hr 12.30 $25,584 166 0895 0781 WAREHOUSE P rate/hr 12.05 $25,064 167 0895 0781 WAREHOUSE P rate/hr 10.25 $21,320 168 0895 0781 WAREHOUSE P rate/hr 10,50 $21,840 Total Payroll $4,941,010 Average Wage $29,411 Average Weekly Wage $566 Copyright InfoSync Services and RightViewWeb.com m August 6, 2009 Ms. Cheryl Brock City of Lubbock Finance Department P.O. Box 2000 1625 1311' Street Lubbock, TX 79457 Re: Enterprise Project Retention Designation Request Enterprise Zone Application Tab 14 Dear Ms. Brock: This letter is to serve as the request for nomination for an Enterprise Zone Retention Designation. Project Summary Buffet Partners, L.P. (`Buffet Partners' respectfully requests consideration for an Enterprise Project Retention Designation under the State of Texas Enterprise Zone Program. As you know Buffet Partners currently employs 168 full-time employees at its facility in the City of Lubbock. The Retention Designation will aid the company's growth strategy over the next several years. The facility in the City of Lubbock is operated by Dynamic Foods, a division of Buffet Partners which is a processor and distributor of food. Buffet Partners attracts employees who reside throughout Lubbock County. The company's workforce consists of highly educated managers, skilled, semi -skilled and support individuals. Buffet Partners will be spending approximately $5 million over the next several years on a number of projects which could include a potential clean room, building improvements and replacement and/or upgrading of machinery and transportation equipment. This investment will allow the Company to retain its 168 current full-time employment levels and potentially allow the Company to hire additional full-time jobs. These individuals may come from all sectors of the Lubbock economy including employees living in eligible enterprise zone census tracts and individuals considered "disadvantaged" according to Enterprise Zone guidelines. The result will enable Buffet Partners to hire new and replace employees, should turnover occur, at a minimum rate of 25% with Enterprise Zone qualified employees. This action is in accordance with Section 2303.402 of the Texas Enterprise "Lone statute. Please do not hesitate to contact me with any questions or comments. Sincerely, Y r i. Dave Siebert Chief Financial Officer Buffet Partners, L.P. BUFFET PARTNERS, L.P. 2701 E. PLANO PARKWAY, SUITE 200 PLANO, TEXAS 75074 (214) 291-2900 FAX (214) 291-2467 www.farr s. ne! Tab 15 Documentation of Property Access GF#00-31389 Return to: LandAmerica Attn: Jodie Tanner GF#00-31388 7557 Rambler Rd., Ste. 1200 b�6 GW Dallas, Tx 75231 VOL e698PA026 S SPECIAL WARRANTY DEED WITH VENDOR'S LIEN STATE OF TEXAS § 47915 C l: § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF LUBBOCK § That CAFETERIA OPERATORS, L.P., a Delaware limited partnership ("Grantor"), whose street address is 3001 E. President George Bush Hwy. #200, Richardson, Texas 75082, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration this day paid by BUFFET PARTNERS, L.P., a Texas limited partnership ("Grantee'% whose address is 500 Crescent Court, Suite 250, Dallas, Texas 75201, the receipt and sufficiency of which consideration are hereby confessed and acknowledged and the further consideration of the execution and delivery by Grantee of the following: That certain Loan and Security Agreement, dated September30, 2003 (the "Loan Agreement"), by and among Grantee, the lenders that are signatories thereto (the "Lenders"), and Wells Fargo Foothill, Inc., a California corporation ("WFF'), in its capacity as a Lender and Administrative Agent for itself and the other Lenders, extending to Grantee certain lines of credit and loans being payable as therein provided, that portion of the funds advanced to Grantee under the Loan Agreement which is allocable to the purchase price .of the "Property" (hereinafter defined) being secured by a vendor's lien herein reserved and additionally secured (with all other amounts to accrue or become payable under the Loan Agreement) by a Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents of even date herewith executed by Grantee to Collateral Services, Inc., a Texas corporation; and in consideration of the payment of said purchase price, Grantor hereby transfers, sets over, assigns, and conveys unto WFF, in its capacity as Administrative Agent for the Lenders, and its successors and assigns in such capacity, the vendor's lien and superior title herein conveyed, in the same manner and to the same extent as if the Loan Agreement had been executed in Grantor's favor and assigned by Grantor to WFF, in its capacity as Administrative Agent for the Lenders, without recourse; has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee that certain real property more particularly described on Exhibit "A" attached hereto and incorporated herein by reference, together with all improvements and fixtures situated thereon and any and all rights, appurtenances and hereditaments belonging or pertaining thereto _(said real property and fixtures and all such rights, appurtenances, and hereditaments are herein collectively referred to as the "Property"). The conveyance of the Property is made by Grantor and accepted by Grantee subject to (a) the matters set forth on Exhibit "B,"attached hereto and incorporated herein by reference, to the extent such matters are valid, subsisting and affect the Property (the "Permitted Exceptions"), and (b) real estate taxes and standby fees for the year 2003 (which are assumed by Grantee). H-HOU 437072 2.DOC VOL 8698PAct?2 1 TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns, forever; and Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all and singular, the Property unto Grantee and its successors and assigns against every person whomsoever claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, subject, however, to (a) the Permitted Exceptions, and (b) taxes and standby fees for the year 2003 which have been assumed by Grantee. Grantor represents and warrants that it has the right to grant, bargain, sell, and convey the Property in the manner and form aforesaid pursuant that certain Order dated September 17, 2003; delivered in the Chapter 11 case of In re Cafeteria Operators, L.P., et al., Case No. 03-30179-HDH-.11 in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. But the express vendor's lien and superior title are retained in favor of WFF in its capacity as - Administrative Agent for the Lenders, upon the Property until the purchase price for the. Property, . and all interest accruing thereon pursuant to the Loan Agreement, shall have been paid in full in accordance with the face, tenor, effect, and reading thereof (it being understood that said purchase price and interest shall be considered paid when the principal balance of all amounts advanced to Grantee of even date herewith shall have been paid in full), whereupon this Special Warranty Deed shall become absolute. [Execution on following page. Remainder of this page intentionally blank.] H-HOU 437072 2.DOC VOL 8698PAGE228 EXECUTED this day of `—&��' 2003. - CAFETERIAOPERATORS, L.P., a Delaware limited partnership By: Furr's Restaurant Group, Inc., a Qg6'*jv- corporation, its general partner By: Name: Title: [� a VOL 8698AAGE229 i STATE OF TEXAS § COUNTY OF pa 114S § This instrument was acknowledged. before me on Ste, 2003, by %}ai?ww.sNviK C TO of Furr's Restaurant Group, Inc., a corporation, the sole general partner of Cafeteria Operators, L.P., a Delaware limited partnership, on behalf of said limited partnership. a M NOTARYPUBLIC, STATE F TEXAS r DOOMW7, My Commission Expires: ta. I (SEAL) - SEAS. i - After Recording. Return to: Haynes and Boone, LLP 1000 Louisiana, Suite 4300 Houston, Texas 77002 Attn: Justin Switzer EXMIT "A" LEGAL DESCRIPTION.OF PROPERTY Tract I• VOL 8698PacE23O Tracts A, B, and C, MARTIN-OLIVER Addition to the City of Lubbock, Lubbock County, Texas according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 1779, Page 147, Deed Records of Lubbock County, Texas; and Lots 7-A, 7-B, 7-C, 8, and 9, MARTIN-OLIVER Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof, recorded in Volume 774, Page 497, Deed Records of Lubbock -County, - Texas. Tract II• All that certain tract of land out of Blocks 83, 84, 85, 95, and 96, WHEELOCK SECOND Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or DedicationDeed thereof, recorded in Volume 26, Page 46, Deed Records of Lubbock County, Texas, being further described by metes and bounds as follows: BEGINNING at a point.which bears North a distance of 73.80 feet and East a distance of 3140.00 feet from the Southwest corner of Section 5, Block B, Lubbock County, Texas; THENCE 89052'30" W. a distance of 83 1. 10 feet; THENCE North a distance of 372.00 feet; THENCE S. 89052'30" W. a distance of 2.92 feet; THENCE N. 06019'46" E. a distance of 180.93 feet to a point of curvature; THENCE Northeasterly around a curve to the right, said curve having a radius of 430.68 feet, and interior angle of 71101'55", tangent lengths of 307.38 feet, a chord distance of 500.39 feet, and an arc length of 533.93 feet; THENCE S. 71 °37' 10" E. a distance of 566.15 feet; THENCE South a distance of 763.00 feet to the POINT OF BEGINNING; SAVE AND EXCEPT: A tract of land located in Blocks 84, 85, and 95, and abandoned streets adjacent thereto, of the Wheelock Second Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, VOL 8698pw231 Plat, and/or Dedication Deed thereof, recorded in Volume 26, Page 46, Deed Records of Lubbock County, Texas, being funfher described by metes and bounds as follows: BEGINNING at a ''/2" square tube found in the North line of 34'h Street which bears North 71.99 feet and East 2308.00 feet from the Southwest corner of Section 5, Block B, Lubbock County, Texas; THENCE North along the East line of the railroad right-of-way, a distance of 372.00 feet to a %2" iron rod with cap set for an ell comer of this tract: THENCE S. 89°52'30" w., along said railroad right-of-way, a distance of2.92 feet to a %2" iron rod with cap set for the most Westerly corner of the tract: THENCE N. 00019'46" E., along said railroad right-of-way, a distance of 180.93 feet to a V2" square tube found at a point of curvature;, THENCE Northeasterly; along said railroad right-of-way, around a curve to the right, said curve having a radius of 430.08 feet, a central angle of 71 *01'55", tangent lengths of 307.38 feet, a chord distance of 500.39 feet, and an arc length of 533.93 feet to a point in the South right-of-way line of F.W. & D. RR.; THENCE S. 71037' 10" E. along the South line of said railroad right-of-way, a distance of 45.31. feet to a''/2" iron rod with cap set for the most Easterly Northeast corner of this tract; THENCE South a distance of 769.45 feet to a %2" iron rod with cap.set for the most Easterly Southeast comer -of this tract: THENCE S 89052'30" W., a distance of 67.08 feet to a'/2" iron rod with cap set for an ell corner of this tract; THENCE South a distance of 140.00 feet to a %2" iron rod with cap set in the said North line of34`h Street for the most Southerly Southeast corner of this tract; THENCE S. 89052'30" W., along said North line of 34'h Street, a distance of 326.77 feet to the POINT OF BEGINNING. Commonly known'as: 1001 East 33rd Street & 3220 Juniper Avenue Lubbock, Texas 79404 yai 8698PAc'232 Exhibit "B" PERNIlTTED EXCEPTIONS As to Tract I (No. 880,1001 E. 33rd, Lubbock, TX) 1. - Easement as shown on plat recorded in. Volume 782, Page 205, Deed Records. of Lubbock County, Texas, showing location of easement granted in Volume 124, Pages 610 and 612, Deed Records of Lubbock County, Texas. 2. Easement granted to the. City of Lubbock by instrument recorded in Volume. T808, Page 410, Deed Records of Lubbock County, Texas. 3. Twenty Foot (20') Utility Easement, as shown on Plat with Dedication Deed recorded in Volume 1779, Page 147, Deed Records of Lubbock County, Texas. 4. Twenty -Five Foot (25') Utility Easement, as shown on Plat with Dedication Deed recorded in Volume 1779, Page 147, Deed Records of Lubbock County, Texas. 5. Twelve Foot (121) Gas Lind Easement granted to ENERGAS CO., as shown on Plat with Dedication Deed recorded in Volume 1779, Page 147, Deed Records of Lubbock County, Texas. As to Tract II (No. No. 880, 3220 Juniper. Lubbock, TX) 1. Easement granted to the City of Lubbock by instrument recorded in Volume 1808, Page 410, Deed Records of Lubbock County, Texas. 2. Easement granted to THE SOUTH PLAINS PIPE LINE CO. by instrument recorded in Volume 124, Page 608, Deed Records of Lubbock County, Texas. 3. Easement granted to SOUTHWESTERN BELL TELEPHONE COMPANY by instruments recorded in Volume 234, Page 600, 605, and 606, Deed Records of Lubbock County, Texas. 4. Easement granted to the City of Lubbock by instrument recorded in Volume 1335, Page 978, Deed Records of Lubbock County, Texas. S. Easement granted to the City of Lubbock by instrument recorded in Volume,1335, Page 982, Deed Records of Lubbock County, Texas. _.,r rn FOR Fr.,7D 2003 OCT ` 1 AN 11: 06 Y. COUNTY UEB►..INF.tl C.Y, MINTY. TL1f,,f STATE OF 1 EXAB COUNTY OF LUBBOCK I hm" =* am ors k*MM rR was R'E.EO on fro aaw and at f,a *no MWn ea hereon oy M and was duy RECORDED m we volume and Page d fre MW h6k Records al Lt *W* Coun7. Tj— as emmped hm— by ma O's 'OCT 1 20b.5 COWRY CLEW WW)CK COUNTY, 70M Tab 16 Concurrent Designation Not Applicable Tab 17 Self -Evaluation Backup Documentation American FactFinder Page I of I Choose a geography selection method list name search address search map ■ Select a vear and program Census 2000 Enter a street address, city and state, or a street address and ZIP code. Click 'Go' Street Address gp-q 1001 E 33rd St ZIP Code Lubbock Texas '79404 ... ......... Geographies containing 1001 E 33rd St, Lubbock, Texas, 79404: Select a_gqqgF@phy and click "P.W.- .... ...... ...... .. State: Texas — County: Lubbock County .... County Subdivision: Lubbock CC ..... Census Tract: Census Tract 25 ... ... ... Block Group: Block Group 1 .. Block: Block 1003 Voting District/Remainder: Voting . ...... Traffic Analysis Zone: 85 ----- -------- - ------ Explain Census G2ggraRh http://factfinder.census.gov/servIeVAGSGeoAddressServlet? MapEvent7--showResult& cat... 8/6/2009 Detailed Tables - American FactFinder Page 1 of 1 P87. POVERTY STATUS IN 1999 BY AGE 1jJ) -Universe: Population for whom p2yedy status is determined Data Set: Census 2000 Summary File 3 (SF 3) - Sample Data NOTE: Data based on a sample except in P3, P4, H3, and H4. For information on confidentlality protection, sampling error, nonsampiing error, definitions, and count corrections see htto*//factfinder.census.00v/home/en/datanotes/exosf3.htin. —� Block Group 1 Census Tract 25 Lubbock Couft Texas ,T Income in 1999 below poverty level: 393 Under 5 vears 46 5lyears 0 _ � 8 to 11 ears 87 12 to 17 years 55 18 to 84 years 165 65 to 74 years 40 75 years and over 0 Income In 1899 at or above a level: 688 Under 8 years 69 22 6 to 11 years 12 to 17 vears 42 32 18 to 64y_ears _ �65 469 to 74 years — 24 75 ears and over 30 U.S. Census Bureau Census 2000 Standard Error/Variance documentation for this dataset: A=raM; of the Data: Census 2000 Summary File 3 (SF 3) - Samnle Data (PDF 141.5KB) http://factfinder.census.gov/servlet/DTTable? bm=y&-state=dt&-context=dt&-ds name=D... 8/6/2009 Lubbock city, Texas - QT-P34. Poverty Status in 1999 of Individuals: 2000 Page 1 of 1 QT-1734. Poverty Status in 1999 of Individuals: 2000 Data Set: Census 2000 Summary File 3 (SF 3) - Sam Ig a Data Geographic Area: Lubbock city, Texas NOTE: Data based on a sample except In P3, P4, H3, and M. For information on confidentiality protection, sampling error, nonsamolina error. definitions. and count corrections see httu:/Lfactfinder.census m/homeLen/ddAWnotesi6xQsMhtm. Poverty Status Number Percent below poverty level All Income levels Below poverty level _ All individuals for whom poveqy status Is determined 191 181 35176 18.4 Under 18 years 48 488 10,776 22:2 Related children under 18 years 48.195 10,568 21.9 In married -co le families 32,786 3,907 11.9 In families with female householder, no husband present 12,520 5,680 45.4 Related children under 6 years 16,299 4,222 25.9 In married -couple families 11,309 1,5991 14.1 In families with female householder, no husband present 3,926 2,219 56.5 Related children 5 to 17 years 34,442 6.978 20.3 In married -couple families 23,243 2,517 10.8 In families with female householder, no husband present 9,188 3,823 41.6 65 years and over 21 052 2,135 1011 Citizen 187,420 34181 18.2 Not a citizen 3,761 995 A.5 Unrelated individuals for whom poverty status Is determined 40,622 14,716 36.2 Male 19,227 6,947 36.1 Mean Income deficit dollars 5,280 X Female 21,395 7,769 36.3 Mean Income deficit dollars 6137 X 65 years and over 7 026 1 478 21.0 LMna alone 6,256 1,213 19.4 Male 1347 284 21.1 Female 4 909 929 18.9 All individuals below: 50 percent of poverty level 16,520 X X 126 percent of poverty level 45,76_4 X X 130 percent of poverty level 47,863 X X Children under 18 years 14,457 X X Children 5 to 17 years 9,877 X X 160 percent of a level 57,257 X X 175 percent of poverty level 68,103 X X 185 percent of poverty level 72,010 X X Children under 18 years 21 646 X Children 5 to 17 years 15 002 X X 200 percent of poverty level 77,83 X (X) Not applicable. Source: U.S. Census Bureau, Census 2000 Summary File 3, Matrices PCT49, PCT50, PCT51, PCT52, PCT53, PCT54, and PCT55. http://factfmder.census.gov/servlet/QTTable? bm=y&-context=qt&-qr name=DEC 2000 ... 8/6/2009 Lubbock County, Texas - QT-P34. Poverty Status in 1999 of Individuals: 2000 Page I of I QT-P34. Poverty Status in 1999 of Individuals: 2000 Data Set: Census 2000 SummaryFile 3 (SF 3)Sample Data Geographic Area: Lubbock County, Texas NOTE: Data based on a sample except in P3, P4, H3, and H4. For information on confidentiality protection, sampling error, nonsamWina error, definitions, and count corrections see htto://facMnder.census.aov/home/en/datanotes/ xosf3.htm. Povertv Status Number Percent below poverty level All Income levels Below poverty level All individuals for whom poverty status is determined 233,046 41,542 17.8 Under 18 years 60.896 13,329 21.9 Related children under 18 years 60,558 13,071 21.6 In married -couple families 42,002 5,254 12.5 In families with female householder, no husband present 14.802 6,563 44.3 Related children under 6 years 20,049 5,088 25.4 In marded-couple families 14,162 2116 14.9 In families with female householder, no husband present 4,491 2,456 54.7 Related children 5 to 17 years 43,797 8 740 20.0 In married -couple families 30,199 3 431 11.4 In families with female householder, no husband present 11,004 4,478, 40.7 65 years and over 25,416 2,708 10.7 Citizen 228,784 40 379 17.6 Not a citizen 4,262 1,163 27.3 Unrelated Individuals for whom poverty status is determined 45,376 15,977 35.2 Male 21,603 _ 7,413 1 34.3 Mean income deficit dollars) 51260 X X Female 23.773 8.564 36.0 Mean Income deficit dollars 5,049 X X 65 years and over 8,380 1,844 22.0 Living alone 7,472 1,511 20.2 Male 1 M 335 20.4 Female 5,827 1176. 20.2 All Individuals below: 50 percent of poverty level 18,926 X 125 percent of poverty.level___,___ 54,313 X X 130 percent of povertylevel 58 715 X (X Children under 18 years 17.842 Children 5 to 17 years 12,192 X _ 150 percent of poveq level 68,517 (X) X 175 percent of Poveq level 82,175 X X 185 percent of poveqj level 87,313 X Children under 18 years 27,428 X X Children 5 to 17 years 19 066 X X 200 ercent of ove level 94 455 X X (X) Not applicable. Source: U.S. Census Bureau, Census 2000 Summary File 3, Matrices PCT49, PCT50, PCT51, PCT52, PCT53, PCT54, and PCT55. http://factfinder.census.gov/servlet7QTTable? bm=y&-context=qt&-qr name=DEC 2000_... 8/6/2009 Texas LMCI TRACER, Data Link Unemployment (LAUS) Page 1 of 1 Re n s rj3 - Print L.MCI Searchpage Help with Download Data Link Wage Information Page 1 of 1 (40 results/page) The Future ®Year ePeriod ®Area %Adjusted ®Unemployment Rate Career &Economic Dev 2008 Annual Lubbock County Not Adj 3.8 Resource 2008 Jan Lubbock County Not Adj 3.6 LMCI Publications 2008 Feb Lubbock County Not Adj 3.4 Resources 2008 Mar Lubbock County Not Adj 3.3 2008 Apr Lubbock County Not Adj 3.1 G Select Data Type 2008 May Lubbock County Not Adj 3.5 Ali Data Types 2008 Jun Lubbock County Not Adj 4.4 Unemployment (LAUS) 2008 Jul Lubbock County Not Adj 4.4 2008 Aug Lubbock County Not Adj 4.1 Employment Estimates 2008 Sep Lubbock County Not Adj 3.9 (CES) 2008 Oct Lubbock County Not Adj 3.7 Quarterly Employment 2008 Nov Lubbock County Not Adj 3.9 and Wages (OCEW) 2008 Dec Lubbock County Not Adj 3.7 Wages by Profession Projections - Occupation Projections - Industry L.MI Home I Site Map I Feedback Help I About L.MI Privacy Policy Terms of Use Consumer Price Index TWC Home Income Staffing Patterns Population New User? Sign Up. Username: Password: '`L061N; Forgot Password? http://www.tracer2.cornlcgildataanalysisllabForceReport.asp?menuchoice=LABFORCE 8/6/2009 Detailed Tables - American FactFinder Data Set: Census 2000 Summary File 3 (SF 3) - Sample Data Page 1 of 2 NOTE: Data based on a sample except in P3, P4, H3, and H4. For informafion on confidentiality protection, sampling error, nonsampiing error, deflniilons, and count corrections see httn:Ufactfinder.consusaov/home/enMatariotes/exosf3.htm. Lubbock Cou12,850 Total: Male: - -- - 18 to 24 ears: Less than 9th rade 9th to 12th rade no di loma High school graduate includes uivalen _ 4,123 Some college, no degree v 10,718 Associate d2gree Bachelor's dearee R- _525 1,292 Graduate or professional degree 131 25 to 34 ears: 16 775 Less than 91h grade 371 9th to 121h grade, no diploma ------- 2,060 High school graduate includes uivalen 4,381 Some college,no degree 4.612. Associate degree 978 Bachelor's degree -T- -_-- - 3,259 Graduate or professional degree 1,114 35 to 44 ears: 17,336 Less than 9th grade - --- ----- - 859 9th to 12th grade, no diploma 2,479 H h school reduate Includes ufvalenc 5,189 Some college, no decree i 4 062 Associate degree 1 895 Bachelor's degree 2,488 Graduate or professional degree i 1,364 45 to 64 ears: ! 21 844 Less than 9th grade 2,273 _ 9th to 12th gede, no diploma 2,381 ' High school oduate QncNq2jequIvalenc AL- 4,736 Some college, no degree I 5.198 Associate degree I 774 Bachelor's degree 3,733 Graduate or professional de ree _ 2,749 66 years and over: 10,813 Less than 9th rode _ - 2,278 1 9th to 12th made, no diploma 1,706 High school graduate (includes eguival !n 2,239 Some college, no degree 2,018 j Associate degree _ _ Bachelors degree _ -,_ 184 1336 Graduate or professional degree 1,052 Female: i 93,983 18 to 24 ears: 19,388 Less than 9th grade - W 238 9th to 12th grade, no diploma 2,301 High school graduate(inc udes uivalenc 3,947 Some college, no degree 10 490 Associatedegree - 504 Bachelor's degree 1.790 Graduate or professional degree . 25 to 34years: 3 118 16,657 Less than 9th grade 445 i 9th to 12th grade, no diploma 1,940 H h school reduate includes eguivalenc 3,782 Some college, no degree 4,935 Associate degree �_ 1,047 Bachelors degree _ Graduate or rofessional degree -_ - _ 3,532 976 htW://factfmder.census.g_ov/servlet/DTTable? bm=y&-context=dt&-ds name=DEC 2000 ... 8/6/2009 Detailed Tables - American FactFinder 35 io 44 years: 17,538 Less than 9th grade 566 9th to 12th grade, no diploma f 2,185 I Hi h school graduate includes uivalenc 4,594 I Some college, no degrree Associated ree _ 4,183 --...__1 334 Bachelor's d2gree I 3.304 Graduate or professional degree 1,372 45 to 64 years: 24,634 Less than 9th grade 2,751 9th to 12th grade, no diploma 2,547 ___High schooi.graduate_�(ncludes @%#valency ' Some college _no degree 6,352 f 6,159 j Associate degree 1,027 Bachelor's d2gree ; 3,398 Graduate orprofessional degree_._„__,____,_ I 65 years and over. `_ __ _ _ 2,400 15,766 Less than 9th grade 2,653 9th to 12th grade, no diploma 3,051 _ High sc�ooi_grraduate (includes equivalencyZ __ __.___ 4,465 Some college, no degree 2,989 Associate degree 234 Bachelor's degree_ Graduate or rotessional degree — �v _ 1,513 861 U.S. Census Bureau Census 2000 Standard ErrorNariance documentation for this dataset: Accuracy of the Data: Census 2000 Summary File 3 (SF 3) - Sample Data (PDF 141.5KB,) Page 2 of 2 http://factfmder.census.gov/servlet/DTTable?—bm--y& context=dt&-ds—name=DEC2000 ... 8/6/2009 b(distressedcounty2009.xis Adults 2009 Without High 2008 2007 2006 2005 2004 Distressed Countywide School Unemployment Unemployment Unemployment Unemployment Unemployment County County Poverty Rate Equivalency . Rate Rate Rate Rate Rate Lubbock no 17.8% 21.6% 3.8% 3.6% 3.9% 4.0% 4.5% Lynn no 22.6% 38.1 % 4.7% 5.0% 5.6% 6.1 % 6.1 % Madison no 15.7% 27.2% 5.3% 3.9% 5.3% 5.7% 6.1% Marion no 22.3% 32.5% 5.1 % 4.6% 5.4% 5.6% 6.2% Martin no 18.7% 34.2% 3.4% 3.6% 4.2% 4.8% 5.3% Mason no 13.1 % 21.9% 3.0% 2.8% 3.0% 2.7% 3.4% r' Statement on Federal Disaster Assistance for Texas Page 1 of 1 F` PREAMENT GEORGE W. BUSH Nome > News & Policies> March 2008 For Immediate Rzkm Office of ft Press Seerd"y March 15, 2008 Statement on Federal Disaster Assistance for Texas The President yesterday declared an emergency exists in the State of Texas and ordered Federal aid to supplement State and local response efforts in the area struck by wildfires beginning on March 14, 2008, and continuing. The President's action authorizes the Department of Homeland Security, Federal Emergency Management Agency (FEMA), to coordinate all disaster, relief efforts which have the purpose of alleviating the hardship and suffering caused by the emergency on the local population, and to provide appropriate assistance for required emergency measures, authorized under Title V of the Stafford Act, to save lives and to protect property and public health and safety, and to lessen or avert the threat of a catastrophe in the counties of Anderson, Andrews, Archer, Armstrong, Atascosa, Bailey, Bandera, Baylor, Bell, Bexar, Blanco, Borden, Bosque, Brewster, Briscoe, Brooks, Brown, Burleson, Burnet, Caldwell, Callahan, Carson, Castro, Cherokee, Childress, Clay, j Cochran, Coke, Coleman, Collin, Collingsworth, Comal, Comanche, Concho, Cooke, Coryell, Crane, Crockett, Crosby, Culberson, Dawson, Deaf Smith, Delta, Denton, Dickens, Dimmit, Duval, Eastland, Ector, Edwards, Ellis, Erath, Falls, Fannin, Fisher, Floyd, Foard, Frio, .Gaines, Garza, Gillespie, Glasscock, Gonzales, Gray, Grayson, Guadalupe, Hale, Hall, Hamilton, Hanford, Hardeman, Haskell, Hays, Hemphill, Hidalgo, Hill, Hockley, Hood, Hopkins, Houston, Howard, Hudspeth, Hunt, Hutchinson, Irion, Jack, Jeff Davis, Jim Hogg, Jim Wells, Johnson, Jones, Karnes, Kaufman, Kendall, Kent, Kerr, Kimble, King, Kinney, Kleberg, Knox, LaSalle, Lamar, Lamb, Lampasas, Liberty, Limestone, Lipscomb, Live Oak, Llano, Loving, Lubbock, Lynn, Martin, Mason, Maverick, McCulloch, McLennan, Medina, Menard, Midland, Milam, Mills, Mitchell, Montague, Montgomery, Moore, Motley, Navarro, Nolan, Nueces, Oldham, Orange, Palo Pinto, Parker, Partner, Pecos, Potter, Presidio, Rains, Randall, Reagan, Real, Reeves, Refugio, Robertson, Rockwall, Runnels, Rusk, San Saba, Schleicher, Somervell, Starr, Stephens, Sterling, Stonewall, Sutton, Swisher, Tarrant, Taylor, Terrell, Terry, Throckmorton, Tom Green, Travis, Upton, Uvalde, Val Verde, Van Zandt, Walker, Waller, Ward, Washington, Wheeler, Wichita, Wilbarger, Willacy, Williamson, Wilson, Winkler, Wise, Young, Zapata, and Zavala. Specifically, FEMA is authorized to identify, mobilize, and provide at its discretion, equipment and resources necessary to alleviate the impacts of the emergency. Emergency protective measures, limited to direct Federal assistance, will be provided at 75 percent Federal funding. R. David Paulison, Administrator, Federal Emergency Management Agency (FEMA), Department of Homeland Security, named Kenneth G. Clark as the Federal Coordinating Officer for Federal recovery operations in the affected area. FOR FURTHER INFORMATION CONTACT: FEMA (202) 646-4600. http://www.wliitehouse.gov/news/releases/2008/03/20080315-1.html 12/23/2008 116 • .. . Reserve Center Ellington' 11 1 1' StationEllington Field Air Guard 1 1 1 U.S. Army Reserve Center #2 Houston �.Yf+v LYs7 in�F{M y 3a ....r.+.�°c� l to f➢ W C''rc+5''rp._^`W,.. ... ' fi-a � Y � S:: ,� I,S...,' +s.. 1 4h > .,•xi .. ,�+c' 'bY%.Zi Iti)Yfwt� is 1P%i I I #5Iti? ;: r :� . , e: '�. . " i - a , . ... . �� a°'� t�, % +�,„. m§a�� ;g� =��'� �&i`"��b'*7%'t'�z<li, b� � �,� �'u s • r1z�,p s�.w�. 4£9�,'^ w a� w Fv �Y�.ax .�� ,�a�C'��`�"'��y�*—'{,.+'a�ra�' t „6 � `�: vt.+. •}_'s Y., kn. 3as Reserve Center Lubbock, TX ...Ija� �. �,�a,a. �.:a. 3es ..,aF,.i�_ s k i� sd ,d:&u.. aC� dis�5rs ��•sm.�.v .r,�L>�,.,r.�w� ,�.,� .�2,.I. .'. u1�..+^`na�_ 1 1 1 1 I 1 I 1 I I' • r,^„'^+m ". [[,, ,r' � � �+iY'� ,•�i, .... 1 `s�„.¢ �n � ,�W' Y' s��,�`i 1 K�S�L� � ��y ��"7� ! ��'..,n ■ 1 • 1 1 • Defense Finance andAccounting - - Antonio • / •• • • • 1 •• Fort Sam Houston • • II''�• • • iiII �• II �.i�ii��A•� •• `11 I .� IIIIIII Lackland Air Force Base • • ' • I��ii�iiiii�ll� , , ' • III ml �,•' IIIIIII III Leased Space TX ® ` • ® • 1 Randolph Air Force Base r�d s w°`.•K V }(; `'�',&5.=_�.Cr�'.».iil�.�'Srb3y`?��1'a.6.,..,xi�;�.m=:�•"a.fi°�Ja�..v}`.'ki°,WP.rah..�aS�i;ti��?.7��,!r�,..rx�.?�i,��}:fe��se'��euYlA"fx`in,�'rYY_��`a'E�:�•1.,,.,a..;t:f.,.s;53a1`.G'fir �,...�;. E 5 r as �kti y� @ 4 ..{�/ '. �,,� �, _;� x 4'.. '�" 1 11". ��>s'.?i�a"r°.;�u 117 Source: BRAC 2005 Report to the President 118 .. = Tage 4-of 89 least:: 25, 00'0;:. and'. .:(i ) ..;.•does . hot,:, siippost.:a� ;proj ect',' ".ad :define( ; �. by.., this•:.. 6ubdi-kriss,ion, -with-. sales ,and ° use' tax. revenue :collected under: Section 4A or,:.4B, of:. thi Act:: : • (1.2 ): _ "Resolut-ion" - shall . "mean ., the- - resolution, order, ordinance:,•;: -or other official action: .by the .governing. body of a'unit-:. "(13�) ..!Unit".. !Unit"•Ohall- mein a cit � , Count - y y;. or.,:district which .may .. • create%.- and utilize' .a corporation. . (14) '!Bonds" -.includes bonds,- notes,: and other evidences -of `:indebtedness. , Text 'of ..subsec. (15) as added -by Acts 1999,- 76th Leg., ch. *296, Sec:: (15) - "Institution of higher education" has'the°meaning,. assigned by Section 61-.003, Education Code. Text of -subsec. '(15) as added.by Acts .1999.; 76th Leg ch. 973,. Sec.- .. .. _ 1 . (15') "User" means an individual; partnership; corporation, --or-any.other private entity, whether organized for profit or not for profit,'or a`city,..county,. district, or any other political - subdivision; public-entity;•or agency of the, state or federal government. (17). "Primary job". -means: (A) a. job that is (i) available at a'company for which a majority of the products or. services of that -company -are ultimately exported to regional;- statewide; national,. or international. markets infusing -new dollars into the local economy; and- (ii)- included in one of'the following -sectors of the North American Industry Classification System .. __•...._..:. __._(NA'iCS.).;._. NATCS -Sectt�r .#.. . - 112 113 11411 115 -211-213 . 221 - 311-339 42 48-49 51 (excluding 512131 and 512132) - 523-525 541.3, 5415, 5416, r.: 54,17; and -5419 http://tlo2.tic.state.tx.us/.statutes/docs/CV/contentthtm/ev.083.00.000010.00.htm 2/27/2008 2008-09 HEALTH & WELLNESS BENEFITS GUIDE 4 ME KIS Klalua ,� . ...... . . 9 1 "T 0" YOUR BENEFIT PROGRAM .................................................... 1 POINTS YOU NEED TO KNOW ............................................... 1 WHAT YOU NEED TO LOOK FOR ............................................ 2 GETTING READY TO ENROLL ................................................ 2 ENROLLMENT INSTRUCTIONS .............................................. 3 ENROLLMENT REQUIREMENTS ............................................. 3 PAYING FOR YOUR BENEFITS ............................................... 4 WHO IS ELIGIBLE................................................................ 5 CHANGING YOUR ELECTIONS ............................................... 6 FAMILY STATUS CHANGES ................................................... 7 SUMMARY OF BENEFITS MedicalPlan ...................................................................9 Prescription Drug Benefits ................................................. 13 Health Reimbursement Account .......................................... 14 Medical Expense Reimbursement Plan.............................................15 DentalPlan..................................................................... 16 VisionPlan...................................................................... 18 Short Term Disability........................................................ 19 Life and Accidental Death & Dismemberment (AD&D)............ 20 Supplemental Life Insurance .............................................. 21 PHONE NUMBERS, WEB ADDRESSES .................................. 24 MEDICARE PART D NOTICE ................................................ 25 HIPAANOTICES................................................................. 27 ADDITIONAL NOTICES..........................................................28 NOTICE OF PRIVACY PRACTICES..........................................29 YOUR BENEFIT PROGRAM Buffet Partners offers a comprehensive, cost-effective, and competitive benefits package. This package helps to protect you and your family, but it works only if you take control and make thoughtful decisions about your benefits. You have an active role in choosing your benefit coverage. This way, your benefits line up with your individual needs and goals. Buffet Partners provides you with several tools, including this Employee Benefits Guide booklet to help you make your benefit selections. Be sure to enroll before your deadline so you can get the maximum value from these plans and programs for yourself and your family. POINTS YOU NEED TO KNOW • If you are an hourly employee at Dynamic Foods, you are eligible to enroll in Buffet Partners benefit plans once you complete 60 days of continuous employment. • If you don't enroll by your deadline, you will have no benefit coverage for 2008-2009 unless you have a change in family status. (You may enroll for coverage during the next annual enrollment, currently scheduled for September 2009.) • If a family status event occurs during the year, you may make changes in some benefit areas. To make a change, you must notify Buffet Partners by completing a new enrollment form within 30 days of the event. See Family Status Changes for more information. • Each benefit election has a cost. This Benefits Guide shows your costs for each election option. • Each year during annual enrollment, you will receive new enrollment materials. Use these materials to make your benefits decisions for the upcoming plan year. 2008- 2009 Hourly Benefits Guide 1 What You Need To Look For ❑ Each benefit option has a list of preferred providers. You may access these lists by using the network websites and phone numbers on I M. ❑ Your benefit elections are paid for in part by deductions from your paycheck. Watch your paycheck to confirm that your payroll deductions are correct. Report any problems immediately to your HR Department. ❑ If you elect coverage, you will receive a medical ID card. Present this ID card to your health care provider or pharmacy to ensure that you receive benefits correctly. ❑ You do not need a dental ID card. Simply tell your dentist that you are enrolled in the MetLife dental plan and provide your (the employee's) Social Security number to the dentist's office. ❑ The vision ID card is the same card as your medical ID card. Vision benefits are covered under United Healthcare which is the same as your medical provider. Getting Ready to Enroll In addition to this packet, it may help to have these items handy: 1..Social security numbers and birth dates for yourself and your eligible family members. 2. Expense records for medical, vision, and dental care so you can plan benefit choices. 3. Information about other benefit coverage or insurance you or a family member may have. 4. Beneficiary designation information, so you can properly identify your beneficiaries for your life insurance coverage. 2008 - 2009 Hourly Benefits Guide 2 ENROLLMENT INSTRUCTIONS 1. Review the Benefits Read this booklet thoroughly for details of your benefit options. 2. Consider Your Choices Carefully After your enrollment period ends, you cannot change your benefit elections until annual enrollment unless you have a family status change. The next annual enrollment is planned for September 2009 with an October 1, 2009 effective date. 3. Complete your enrollment form You can obtain a paper enrollment form from your HR Department. 4. Return your enrollment form to your HR Department You must turn in a signed, completed paper enrollment form to your HR Department before your effective date. 5. Need Help? For questions about benefits, contact your HR Department. ENROLLMENT REQUIREMENTS You must enroll before your effective date. Your coverage will not be effective until you have completed the enrollment process. If you or your eligible dependents do not enroll by your effective date, you generally must wait until the next annual enrollment to enroll. At that time, Evidence of Insurability (EOI) may be required for Supplemental Life Insurance and Disability plans. Also, pre-existing condition limitations may be applied to medical, dental, and vision coverages. If Evidence of Insurability (EOI) is required for Supplemental Life insurance and Disability plans: • Your coverage will not begin until the insurance company approves your application; and, • The insurance company can decline coverage based on your health information. 2008 - 2009 Hourly Benefits Guide 3 PAYING FOR YOUR BENEFITS Buffet Partners pays a portion of your benefits cost. The amount you pay will depend on the choices you make. Coverage Levels For medical, dental, and vision coverage you may elect one of the following coverage levels: • Employee Only — coverage for you only • Employee + Spouse — coverage for you and your spouse Employee + Child(ren) — coverage for you and one or more dependent children. • Employee + Family — coverage for you, your spouse, and/or one or more dependent children. Employee Contributions The following table details your 2008-2009 plan year bi-weekly payroll deductions for medical and dental coverage: *These rates are effective 101112008 and are subject to change annually. Pre -Tax Deductions Employee contributions are not taxed. Therefore, you cannot add or drop coverage unless you have a qualified family status change and complete new enrollment forms within 30 days of the change. Examples of qualified family status changes are: marriage, divorce, birth/adoption of child, loss of other coverage, etc. After -Tax Deductions Your deduction for Supplemental Life Insurance and Short-term Disability are made on an after-tax basis. Any Supplemental Life paid to you from Buffett Partners plan will not be subject to income taxes when you receive them. 2008 - 2009 Hourly Benefits Guide 4 WHO IS ELIGIBLE Employee Eligibility You may enroll in Buffet Partners' benefit programs any time between your date of hire/rehire and your scheduled effective date. Benefit coverage will take effect the 1 st of the month following the 60- day eligibility waiting period. This waiting period applies to the following benefits: • Medical • Dental • Vision • Basic Life and AD&D • Supplemental Life Insurance • Short -Term Disability Part-time employees switching to a full-time status are eligible for benefits the first of the month following the status change to full-time, as long as the initial 60 days of employment is passed. Dependent Eligibility Inmost cases, you may also cover your eligible dependents, including: • Your legal husband or wife. Unmarried, eligible children under age 19. Unmarried, children under age 25 who are full-time students, not employed full-time and primarily dependent upon the participant for support and maintenan are also eligible. Children are defined as your natural children, stepchildren, legally adopted children, children placed for adoption, and children for whom you or your spouse has been awarded legal guardianship. If your child is no longer eligible, you must notify your HR Department by completing an enrollment/change form. Adding Dependents to Your Coverage To add a new spouse or a new child to your benefit coverage, notify 0 HR Department by completing an Enrollment/Change Form within 30 days of the marriage/birth/adoption/change. l+rr�s,�.cl�ils#r.2rir ,►oi.i>tarri -. added yo��r overag Uri' .d.er:6{Ji{ t Paiirinrs' 2008 - 2009 Hourly Benefits Guide 5 CHANGING YOUR ELECTIONS Buffet Partners gives you an opportunity to change your benefit elections during annual enrollment each year. Once you have made your benefit elections, you generally cannot change them during the year (refer to pre and post -tax sections on page 4). However, you may make certain changes if you have a qualified change in family status that affects your benefits. Typical family status changes include: • Marriage • Divorce • Birth or adoption of a child • Death of a spouse or eligible dependent • Enrollment in (or loss of) state or federal medical coverage. • A change in your spouse's employment • A move out of your health plan's service area that requires a change • A child no longer qualifies as a dependent due to age, marriage, or income. You must notify your HR. Department of any qualified family status change and complete new enrollment forms within 30 days of the date that the family status change occurred. If you wait longer than 30 days, you will not be allowed to change or drop any pre-tax coverage until the next annual enrollment — per IRS regulations. 2008 - 2009 Hourly Benefits Guide 6 FAMILY STATUS CHANGES If you request to change your benefits due to a qualified family status change, the benefit change could be effective on the first or last day of the month after your Human Resources Representative receives all required documents, or on the event date (depending on the change). Except as required by law in certain special enrollment situations, a benefit change cannot be made retroactive. In most cases, written proof of your family status change is required. Consistency Requirements Any requested benefit change must be consistent with your family status change. • The family status change must result in you, your spouse or your dependent child gaining or losing eligibility for coverage under one of the Buffet Partners plans or another employer's health plan. • Your requested benefit change also must be consistent with that gain or loss of eligibility. If you are gaining eligibility for another employer's plan, you must actually elect that coverage. • If your child's other parent is required under a qualified medical child support order to provide coverage for a child whom you cover under the Buffet Partners plan, you may drop coverage under this plan for that child. • If you, your spouse or your dependent child becomes entitled to Medicare or Medicaid, you may drop medical coverage for the person entitled to Medicare or Medicaid. • If you, your spouse or dependent child becomes entitled to a special enrollment opportunity as defined by the Health Insurance Portability and Accountability Act (HIPAA), you may change your medical plan choice to correspond with the special enrollment rights of that individual. • If a qualified medical child support order requires that your child be covered under a plan by you, your HR Department will change your benefit choices to provide coverage for the child as outlined in the order. 2008 - 2009 Hourly Benefits Guide 7 bt ncEar� ,tr�i:``" �alrii4 tat��s -P!L�J •:ry :By.ThMs PAi Your marriage Original or copy of the marries Within 30 days of certificate or marriage license marriage Your divorce Original or copy of the court order Within 30 days of the granting divorce date of final divorce decree or legal separation Birth of your child Original or copy of birth certificate Within 30 days of birth Adoption of a child Original or copy of the court order Within 30 days of approving the placement placement Placement of a child with Copy of the court order approving the Within 30 days of you for adoption final adoption adoption Death of your spouse or Original or copy of the death Within 30 days of dependent child certificate spouse's or dependent's death Dependent child beginning Original or copy of dependent child's Within 30 days of the or ceasing to satisfy birth certificate or proof of full-time date dependent ceases requirements for unmarried student status. Failure to provide to satisfy age criteria [or dependents to be eligible proof of student status will result in date that non -student for coverage loss of coverage. status begins] A reduction or increase in Copy of employer communication Within 30 days of change hours by you, your spouse reflecting change in hours in hours of employment or dependent child A change in the place of Written notification to the Human Within 30 days after residence or worksite of Resources Department with new change of place of you, your spouse or your address and effective date of change residence or worksite dependent child in residence Significant change in your Copy of employer communication Within 30 days of or your spouse's health reflecting change in health coverage effective date of change coverage due to spouse's in coverage employment You or your spouse taking Copy of leave of absence request Within 30 days of the or returning from an unpaid form or approval date leave begins leave of absence resulting in spouse or child(ren)'s loss or gain of coverage Termination of employment Copy of employment offer letter or Within 30 days of the resulting in spouse or letter of resignation date of employment chikf(ren)'s loss of termination coverage ' You taking leave under the Copy of leave of absence request Within 30 days of date Family Medical Leave Act form and approval the leave begins 2008 - 2009 Hourly Benefits Guide 8 MEDICAL PLAN The Buffet Partners medical plan covers a wide variety of medical services, including preventive care, office visits, prescription drugs and inpatient care. Preferred Provider Organization (PPO) Plan You have the choice of three medical plan options: a Basic w/ HRA plan, a Standard plan, and a Premium plan. The benefits and employee contributions differ for each, so please choose the plan that is right for you and your family. All three plan options are PPO plans, which allow you the freedom to choose either a network or out -of -network provider each time you need medical care. When you use in -network providers, you receive benefits at a lower cost and you usually have no claims to file. Another advantage of using an in -network provider is that they have agreed to charge a specific amount for specific procedures. As a covered employee, you will not be responsible for specific covered procedures' charges exceeding the agreed amount. If you choose a non -network provider, you receive benefits at a higher cost to you and must file a claim to be reimbursed for covered expenses. Your PPO medical plan will be provided by: Unit@fWthcare aub,�aw�u,s�ar DEFINITIONS Co -pay: A flat fee paid when services are received. Coinsurance: The amount the insured is required to pay for medical care in a plan after the annual deductible has been met. Calendar Year Deductible: The amount that you must pay before the plan begins paying for a percentage of covered expenses. The deductible does not apply to services covered by a copay. In -network expenses cannot be used to meet the out -of -network deductible. In and out -of -network deductibles are completely separate. Out -of -Pocket Maximum : The maximum annual amount you have to pay towards covered healthcare expenses. When you've paid the annual maximum in a calendar year, the plan pays 100% of most remaining coinsurance covered expenses for the rest of the year. Co -payments do not count towards the out-of-pocket maximum. In and out -of -network out-of-pocket maximums are completely separate. Lifetime Maximum: The maximum for benefits. 2008 - 2009 Hourly Benefits Guide 9 Benefit Area What You Ira..:. What You Pay 1n=IV 1'vv.o l Out-of-Ketwork $ . plarc Wdiat, year u, h, ecf'.iijY 6 HRA Account :Pit#lS,:{.'�y=trrriil=a� er�trtt. Calendar Year t. Deductible Individual $2;5(l0 $2,500 Family $5,000 bad:til1iq.c.0brit a Wmard $5,000 Calendar Year Out. Deductible counts Of -Pocket Maximum 'C max, toward OOP max Individual;' - ° _ $8,000 FarrfWy'� 1 G'3/,y ccvered,after dOd 1 y01/-5 L Qv*red (ri�y ded) $16,000 Office Visit 50% after deductible Preventive Care No coverage Chiropractic Visit afler--ded' 50% after deducti hie (max 24 visits per year) x Emergency Room�'t1+`d;af d' 50% afterdeductibte Urgent Care Center Hospital _ Ambulance - 50% after deductible Inpatient Hospital I00°A%, t6VOred ',ded Outpatient 1`Olovred a dbl 50% after dedectibl Services Mental Health 1 ° ;cave d;aR .� itstt 50% after deductible Inpatient (30 days max per year) Mental Health 100 50% after deductibl Outpatient :. (30 visits max per year) Substance Abuse "i00 a;ker.ded: 50% after deductibi Inpatient (30 days max per year) - Substance Abuse 1.00% over d ai r+�ded 50% after deductible Outpatient r (30 visits max per year) _ 2008 - 2009 Hourly Benefits Guide 10 Benefit Area What Yoe P.a. What You Pay irNetwork Out -of -Network Calendar Year Deductible= Individual $.1250 $2,000 Family $2,500 $4,000 Calendar Year Out- POdtipobie. does,NOT_ Deductible does NOT Of -Pocket Maximum count toward OOP maX',", count toward OOP max Individual $5;QQ0 $8,000 Family $fQ"000' . _ $16,000 Office Visit $5 co=pay par visa' 50% after deductible Preventive Care $5 capay per visit No coverage Chiropractic Visit $25 co-pay-per.visit 50% after deductible (max 24 visits per year) .., . . Emergency Roomx Urgent Care Center $50 po-pay 50% after deductible Hospital z$150-:co-pay $150 co -pay Ambulance 3Q/o afterdedudtible r� 30% after deductible Inpatient Hospital 30°/aar 50% after deductible edeductilile Outpatient Services ' 30% after. ' 50% after deductible .deductible ` Mental Health Inpatient 304/o after deductible . 50% after deductible (30 days max per year) Mental Health $25 t✓o pay per 50% after deductible Outpatient it/individual, . (30 visits max per year) $20 cQ-pay per wisit/group` Substance Abuse �50% after deductible" .r_ 50% after deductible Inpatient (30 days max per year) Substance Abuse $25 eo-pay per 50% after deductible Outpatient =` visitrndivjdual (30 visits max per year) $20 60-pay per visI , group 2008 - 2009 Hourly Benefits Guide 11 What You Pay Benefit Areas . pry. Out -of -Network Calendar Year Deductible"; g Individual b $1,000 Family $2,000 Calendar Year Out -Of- Abe 1r NOT Deductible does NOT Pocket Maximum ' AMC. " P max count toward OOP max Individual�0 $4,000 Family ��s;9Q $8,000 Office Visit $ �eQay per;visit 40% after deductible 77, Preventive Care r� y " o P y per, visit No coverage Chiropractic Visit ( p;y pervisd 0 40% after deductible (max 24 visits per year) Emergency Room Urgent Care Center ;,O�z��Q,pay" 40% after deductible Hospital �F�QQapay $100 co -pay Ambulance5dgduEtible: 20% after deductible Inpatient Hospital 40% after deductible ucti�le . Outpatient Services t°yy �fer 40% after deductible _ Mental Health Inpatient ikf deducbbls 40% after deductible (30 days max per year) Mental Health Outpatient cpa�r per 40% after deductible (30 visits max per year) �2� �` 2 vlit�ind�vidUal F '( Day per Substance Abuse 40% after deductible Inpatient (30 days max : - •= per year) Substance Abuse =, r;Q �co pay per: " 40% after deductible Outpatient al 5N (3 visits max per year) per 2008 - 2009 Hourly Benefits Guide 12 PRESCRIPTION DRUG PLAN Prescription drug benefits are provided by UHC through their partner, Medco. The plan pays for retail and mail order prescriptions. The prescription drug program automatically dispenses generic prescriptions when a generic is available and when your doctor allows generic substitution. Retail Prescription Program You can fill prescriptions at any pharmacy you choose. If you choose a participating pharmacy, you will pay a copay only under the Standard or Premium plans or you will pay the discounted prescription drug cost under the Basic plan. If you choose a non -participating pharmacy, you pay the full cost of the prescription and will file a claim for reimbursement. 5 Tier 1 t Dts o A < .NEf - t . j � � mr Tier 2 co` ff p x �edj Tier 3 Mail Order Prescription Program Do you or your dependents take a medication on an ongoing basis? If so, under the Standard and Premium plans, you can purchase a 90-day supply for the price of a 75-day supply through the mail order program. You can access the mail order program using forms sent with your ID card, online or from your local HR Department. j. � '�� r+'T r$ 4} :i3as'i�� I/r�i!�•� s�- r � °.��ulw t a'`r } � Tier 1 Disul1lrug > `vim k Tier 2� coverer � � WAS. T r= Tier 3 rrrE�l� z s�Qa r Yde) l� Prescription Program Pre -certification Some drugs require that you pre -certify with Medco before they are covered under the plan. Go to the web address or contact Medco's customer service for a list of drugs that require pre -certification to determine if your prescriptions are impacted. 2008 - 2009 Hourly Benefits Guide 13 HEALTH REIMBURSEMENT ACCOUNT (HRA) for the `Basic w/HRA" Plan Only: The Basic w/HRA Medical Plan option has two parts: ,. Part one is a self -funded medical plan with United Healthcare (Basic Plan only). This plan is a PPO plan with deductibles and out-of-pocket limits. 2. Part two is the HRA. The HRA is a medical account funded by Buffet Partners. The HRA provides first dollar coverage for medical plan costs and applies to the deductible under the Basic Plan. $2,500 Medical Plan Deductible $500 First $500 — Buffet Partner funds your HRA account $2,000 Employee pays provider for next $2,000 100% coveragE After the $2,500 deductible is met, the plan pays 100% of our medical costs for the remainder of the calendar year How does the medical and HRA plans operate together? The Basic w/ HRA medical plan has a deductible of $2,500 for single coverage, 2 times that for family. Each employee enrolled in the Basic plan receives an HRA account into which Buffet Partners deposits $500 per calendar year. Basic w/HRA plan members receive a debit card from United Healthcare (UHC) in addition to the regular UHC ID card. You should present your UHC ID card to your provider at your/ your dependents appointment. The doctor should not request payment at time of service. The doctor should process the claims through UHC first, then bill you for the amount due later. You may then use your debit card to pay for the service. How does the prescription drug and HRA plans operate together? Prescription drugs fall into the Basic medical plan deductible. There are no prescription drug copays. You should present your UHC ID card and your UHC debit card to the pharmacy. They will run the prescription through the UHC system so you receive the discount, then they will run your debit card so the discounted cost is deducted from your HRA account. Once the HRA account is used completely, you will be responsible for any Rx costs until the deductible is met. 2008 - 2009 Hourly Benefits Guide 14 MEDICAL EXPENSE REIMBURSEMENT PLAN (MERP) for the 'Standard" Plan I Only: The Standard Medical Plan option has two parts: a. Part one is a self -funded medical plan with United Healthcare (Standard Plan only). This plan is a PPO plan with deductibles and out-of-pocket limits. a. Part two is the MERP. The MERP is a self -funded medical plan funded by Buffet Partners. The MERP will reimburse you for some of your deductible and coinsurance out-of- pocket costs under the Standard Plan. $1 250 Medical Plan Deductible $1,000 First $1,000 — Employee Responsibility $250 Employee pays provider for next $250 -$250 Employee files claim with MERP to get reimbursed for the $250 How does the medical and MERP plan operate together? The medical plan has a deductible of $1,250 for single coverage, 2 times that for family. The Standard Plan then pays 70%, the member pays 30% of the expenses that you incur in -network. After you incur the first $1,000 of deductible expenses, the MERP will reimburse 100% of the balance of the deductible ($250). Once you have met the deductible, the Standard Plan will pay 70%, you will pay 30% up to $5,000 out-of-pocket maximum. In that $5,000, you will incur the first $4,000 and the MERP will reimburse you the next $1,000. This leaves your total out-of-pocket (ignoring copays) at $5,000 per individual. How do I get reimbursed? Your in -network providers will file their claims with UHC like usual, and you will get a letter in the mail from UHC called an Explanation of Benefits (EOB). Complete a MERP claim form and send it and the EOB to Discovery Benefits. Discovery Benefits will mail you a check. 2008 - 2009 Hourly Benefits Guide 15 DENTAL PLAN Dental plan benefits are provided through MetLife. The dental plan is a passive PPO plan, meaning you may see any dentist that you choose. If you go in -network, the dentist has contracted with MetLife to provide services at a discounted rate and to file the claim directly with Meti-ife, requiring only the members' payment at the time of service. If you go out -of -network, the patient may have to pay the whole bill and file a claim for reimbursement. In addition to the member's cost share, the patient will not be responsible for any amount over the usual and customary amount for the area. PLAN HIGHLIGHTS Calendar Year Deductible Individual $50 Family $150 Maximum Benefit Per $1,500 per calendar year Person Preventive Care 100% covered (no deductible) Basic Services . You pay 20% (after deductible) Major Treatment You pay 50% (after deductible) Orthodontia — Child only $1,500 Paid at 50% over a 24-month lifetime maximum course of treatment after the deductible has been met. If treatment stops before completion, you will only be reimbursed for services actually received. 2008 - 2009 Hourly Benefits Guide 16 Preventive Treatment — 100% The following services are included under Preventative treatment: • Initial/Routine oral examination (once every 6 months) • Scaling and polishing of teeth (once every 6 months) • Bite wing x-rays once every 6 months for dependents under 19, and once every 12 months for all others • Topical application of fluoride for dependent children under 14 once every 12 months • Full -mouth series of x-rays once in any 60-month period • Sealants which are applied to non -restored, non -decayed, first and second permanent molars only, for dependants up to age 14, but no more than one tooth per lifetime. • Space maintainers for dependent children to age 19 Basic Treatment — 80% The following services are included under Basic treatment: • Endodontics- pulp capping, pulpal therapy & therapeutic pulpotomy. • Root canal treatment not more than once every 24 months for same tooth. Periodontal maintenance where periodontal treatment has been previously performed, but the total of covered periodontal maintenance treatments and the number of covered oral prophylaxes will not exceed four treatments in a calendar year. • Relining and Rebasing of existing removable dentures but not more than once in 36 months. • Fillings • Emergency palliative treatment • Injections of antibiotic drugs • Repairs of dentures, crowns, inlays and onlays Major Treatment — 50% The following services are covered under Major treatment: • Extractions • Oral Surgery • Periodontal scaling and root planing every 24 months • Periodontal surgery once per quadrant or area, every 36 months • Anesthesia when dentally necessary • Consultations (2 per calendar year) • Replacement of crowns/inlays/onlays once every 60 months. • Denture and bridgework replacement, once every 10 years. • Initial placement to replace natural teeth which are lost while covered by plan. • Replacement of an existing temporary denture if it can not be repaired. 2008 - 2009 Hourly Benefits Guide 17 VISION PLAN Buffet Partners' vision benefits are provided through United Health Care. United Healthcares Standard Vision Program is part of your medical plan and includes a routine vision exam at your current co -pay. In addition, you will receive Preferred pricing on eyeglasses and contact lenses. Frames Preferred Pricing Quality Series Frames $60 Elite Series Frames $85 Non -Collection Frames 10%-15% discount Standard Preferred Pricing Single Vision Lenses $45 Lenses Bifocal Lenses $65 Trifocal Lenses $95 Contact Contact Lenses Application Lenses Program: Fitting, Follow up and materials Up to 20% discount (includes disposables) Contact Lenses (non disposables) Up to 20% discount Contact Lenses (disposables) Member pays full provider -billed There is no limit on purchases of eyeglasses and contacts with Preferred Pricing. 2008 - 2009 Hourly Benefits Guide 18 Short Term Disability Your disability benefits include voluntary short-term disability (STD) coverage. This benefit is designed to provide income to you and your family if you are unable to work for an extended period of time due to a disabling injury or illness. How STD Coverage Works Short-term disability benefits pay 50% of your weekly base pay up to a maximum of $1,000 per week if you become disabled and cannot work. The benefit will pay up to 26 weeks. To calculate your cost for STD coverage, follow this formula: Biweekly earnings x .00889 = cost per pay period Ex. $1,000 biweekly earnings x .00889 = $8.89 per pay period STD Plan Limits Hourly employees for Dynamic Foods Weekly Earnings means your current hourly rate times the average number of hours per week you worked over the past year, or, if employed for a period less than one year, your average gross weekly earnings for the number of weeks worked during that period. It includes employee contributions to deferred compensation plans. It does not include commissions, bonuses, overtime pay, shift differential, other extra compensation, or our contributions to Deferred Compensation plans received from us. All eligible trucking employees with 1 or more years of service Weekly Earnings means average bi-weekly pay for the previous 12 months. It includes commissions, overtime pay, shift differential, and other extra compensation received from us. It also includes employee contributions to deferred compensation plans. It does not include bonuses received from us. Reduction of Benefits Your weekly benefit may be reduced if you are receiving payment for the same disability from other sources. Other than retirement benefits, these sources include, but are not limited to disability income benefits under any group insurance plan, benefits under any governmental retirement system, permanent or temporary disability benefits (i.e., worker's compensation, occupational disease laws, any compulsory benefit law), salary continuance plans, wages, commissions, disability or retirement benefits paid for by the employer, and disability or retirement benefits under the United States Social Security Act. A complete list and description of these other sources of income benefits may be found in the summary plan description provided by the insurance company. 2008 - 2009 Hourly Benefits Guide 19 BASIC LIFE AND AD&D Buffet Partners, provides basic life insurance and accidental death and dismemberment (AD&D) benefits for all eligible full-time employees enrolled in our medical plan. These benefits are provided at no cost to you. Mutual of Omaha administers these insurance plans, which are designed to provide financial protection in the event of death or loss of a limb or eyesight. Summary of Buffet Partners -Provided Benefits OWN Basic Life 1x salary up to $50,000 Buffet Partners Basic AD&eD 1x salary up to $50,000 Buffet Partners Beneficiary Designation You MUST complete a Beneficiary Designation form to select your life insurance beneficiary. Your "primary beneficiary" is the person who will receive the benefits from your life and AD&D coverage in the event of your death. Your "contingent beneficiary" will only receive the benefits from your life and AD&D if the primary beneficiary is no longer alive at the time of payment. • The designation will apply to your basic and any Supplemental Life insurance coverage you elect, unless you specify otherwise. • You may change your beneficiary at any time. • If you do not name a beneficiary or if your beneficiary dies before you, your life and AD&D benefits will be paid to your estate. 2008 - 2009 Hourly Benefits Guide 20 SUPPLEMENTAL LIFE INSURANCE You may only elect Supplemental Life coverage if you are enrolled in one of the Buffet Partners medical plans. Employee Supplemental Life 1 x, 2x, 3x, 4x, or 5x salary up to $750,000 max. You must go through EOI for amounts over $150,000. Employee $10,000 increments up to $200,000 max. Spouse amount may not Spouse Supplemental be more than 50% of Employee Life employee's amount. Spouse must go though EOI for amounts over $50,000. $2,000 $5,000 Child Supplemental $10,000 Employee Life Child amount may not be more than 50% of employee's amount. 2008 - 2009 Hourly Benefits Guide 21 Proof of Good Health • Employee Coverage — Newly eligible employees may elect up to $150,000 without proof of good health. • Spouse Coverage — You may elect up to $50,000 for a newly eligible spouse without proof of good health. • Child(ren) Coverage — Newly eligible children may be covered up to all amounts without proof of good health. If you or your dependents enroll after you first become eligible, proof of good health will be required for any amount of coverage. Beneficiary Designation When you enroll, you MUST complete the Beneficiary Designation form to designate your life insurance beneficiary. Benefits will be paid to your beneficiary if you die. You may change your beneficiary at any time. Reductions Due to Age In compliance with federal law, your coverage can be reduced depending on your age. 65% at age 70 40% at age 75 25% at age 80 15% at age 85 If you are age 70 or older on the day you become insured under the Policy, the reduction will be made in accord with your attained age. Life Insurance Benefits end on the date of your retirement. Life Insurance Benefits to You Any Amount of Life Insurance not a multiple of $1,000 will be changed to the next higher multiple of $1,000. Annual Salary means your basic annual salary or rate of pay as verified by the Policyholder's pay records and premium Mutual of Omaha has received. It does not include commissions, bonuses, overtime, contributions to deferred compensation plans or other additional pay. 2008 - 2009 Hourly Benefits Guide 22 Calculating Your Supplemental Life Cost To calculate your per paycheck cost for supplemental life insurance, use the following table: Employee and Spouse Supplemental Life Rates: _...w x <30 $.08 50-54 $.44 30-34 $.10 55-59 $.68 35-39 $.12 60-64 $1.16 40-44 $.17 65-69 $1.56 45-49 $.26 70+ 1$2.98 Your Supplemental Coverage Amount + $1,000 X Monthly Rate + 2 Follow these steps to calculate your per paycheck supplemental life insurance coverage cost: 1. Enter the amount of coverage you want to elect: (you can elect 1 x 2x, 3x, 4x or 5x your salary up to $750,000 max) 2. Divide the amount in (1) by $1,000 and enter the result here: 3. Enter the monthly rate from table above per $1,000 of coverage: 4. Multiply the amount in (2) by the amount in (3) and enter the result here. This is your monthly cost for the supplemental j life coverage you are electing: II 5. Multiple the amount in (4) by 12 and divide by 26 and enter the result here. This is your per bi-weekly paycheck cost for the supplemental life coverage you are electing: Your monthly cost can change if your coverage amount changes or if the cost rates change in future years. Child supplemental life rates are as follows. t�= Am��1G' �` � Co�tper bi-u�eek�� paych�ck $0.06 $0.30 $ (2) $ (3) $ (4) $ (5) 2008 - 2009 Hourly Benefits Guide 23 PHONE NUMBERS, WEB ADDRESSES The following list of contacts, telephone numbers and web site addresses may be helpful throughout the plan year: Medical Plan — 1-866-844-4864 United Healthcare www.mvuhc.com Group #: 708698 Prescription Drug Plan — 1-866-844-4864 Medco www.medco.com Group #: 708698 Dental Plan — 1-800-474-7371 MetLife www.metlife.com/dental Group #: 05711081 Vision Plan — 1-800-203-4317 United Healthcare www.mvuhc.com Group #: 708698 Life & Disability— 1-800-775-8805 Mutual of Omaha Life Policy #: GLUG-78X7 STD Policy #: GUSI-78X7 MERP — 1-866-451-3399 ext1 Discovery Benefits Customerservice(&-discovervbenefits.com Benefits Helpline — 1-800-235-7713 All Benefits mybenefits(a7holmesmurphy.com 2008 - 2009 Hourly Benefits Guide 24 Important Notice from Buffet Partners, LP About Your Prescription Drug Coverage and Medicare Please read this notice carefully and keep it where you can find it. This notice has information about your current prescription drug coverage with Buffet Partners and about your options under Medicare's prescription drug coverage. This information can help you decide whether or not you want to join a Medicare drug plan. If you are considering joining, you should compare your current coverage, including which drugs are covered at what cost, with the coverage and costs of the plans offering Medicare prescription drug coverage in your area. Information about where you can get help to make decisions about your prescription drug coverage is at the end of this notice. There are two important things you need to know about your current coverage and Medicare's prescription drug coverage: 1. Medicare prescription drug coverage became available in 2006 to everyone with Medicare. You can get this coverage if you join a Medicare Prescription Drug Plan or join a Medicare Advantage Plan (like an HMO or PPO) that offers prescription drug coverage. All Medicare drug plans provide at least a standard level of coverage set by Medicare. Some plans may also offer more coverage for a higher monthly premium. 2. Buffet Partners has determined that the prescription drug coverage offered by the Buffet Partners, LP Welfare Benefit Plan with United Healthcare is, on average for all plan participants, expected to pay out as much as standard Medicare prescription drug coverage pays and is therefore considered Creditable Coverage. Because your existing coverage is Creditable Coverage, you can keep this coverage and not pay a higher premium (a penalty) if you later decide to join a Medicare drug plan. When Can You Join A Medicare Drug Plan? You can join a Medicare drug plan when you first become eligible for Medicare and each year from November 15l" through December 31 s`. However, if you lose your current creditable prescription drug coverage, through no fault of your own, you will also be eligible for a two (2) month Special Enrollment Period (SEP) to join a Medicare drug plan. What Happens To Your Current Coverage If You Decide to Join A Medicare Drug Plan? If you decide to join a Medicare drug plan, your current Buffet Partners coverage will be affected. All eligible employees may stay on the Buffet Partners medical and prescription drug plan, even if they turn age 65. For individuals who elect Part D coverage, coverage under Buffet Partners' medical and prescription drug plan will coordinate with Part D coverage. 2008 - 2009 Hourly Benefits Guide 25 If you do decide to join a Medicare drug plan and drop your current Buffet Partners coverage, be aware that you and your dependents will be able to get this coverage back at open enrollment as long as you are actively employed. When Will You Pay A Higher Premium (Penalty) To Join A Medicare Drug Plan? You should also know that if you drop or lose your current coverage with Buffet Partners and don't join a Medicare drug plan within 63 continuous days after your current coverage ends, you may pay a higher premium (a penalty) to join a Medicare drug plan later. If you go 63 continuous days or longer without creditable prescription drug coverage, your monthly premium may go up by at least 1 % of the Medicare base beneficiary premium per month for every month that you did not have that coverage. For example, if you go nineteen months without creditable coverage, your premium may consistently be at least 19% higher than the Medicare base beneficiary premium. You may have to pay this higher premium (a penalty) as long as you have Medicare prescription drug coverage. In addition, you may have to wait until the following November to join. For More Information About This Notice Or Your Current Prescription Drug Coverage... Contact the person listed below for further information. NOTE: You'll get this notice each year. You will also get it before the next period you can join a Medicare drug plan, and if this coverage through Buffet Partners changes. You also may request a copy of this notice at any time. For More Information About Your Options Under Medicare Prescription Drug Coverage... More detailed information about Medicare plans that offer prescription drug coverage is in the "Medicare & You" handbook. You'll get a copy of the handbook in the mail every year from Medicare. You may also be contacted directly by Medicare drug plans. For more information about Medicare prescription drug coverage: • Visit www.medicare.gov • Call your State Health Insurance Assistance Program (see the inside back cover of your copy of the "Medicare & You" handbook for their telephone number) for personalized help • Call 1-800-MEDICARE (1-800-633-4227). TTY users should call 1- 877-486-2048. If you have limited income and resources, extra help paying for Medicare prescription drug coverage is available. For information about this extra help, visit Social Security on the web at www.socialsecuritv.aov, or call them at 1-800-772-1213 (TTY 1-800-325- 0778). Date: 09/01 /2008 Name of Entity/Sender: Buffet Partners, L.P. Contact--Position/Office: Ken Reichart, Director of Human Resources Address: 2701 E. Plano Pkwy #200, Plano, TX 75074 Phone Number: 214-291-2907 2008 - 2009 Hourly Benefits Guide 26 Notice of Pre -Existing Condition Restrictions The Buffet Partners Welfare Benefit Plan imposes a preexisting condition exclusion. This means that if a late enrollee has a medical condition before coming to the Plan, the enrollee might have to wait a certain period of time before the Plan will provide coverage for that condition. This exclusion applies only to conditions for which medical advice, diagnosis, care, or treatment was recommended or received within a six-month period. Generally, this six-month period ends the day before coverage becomes effective. However, if the enrollee was in a waiting period for coverage, the six- month period ends on the day before the waiting period begins. The preexisting condition exclusion does not apply to pregnancy nor to a child who is enrolled in the plan within 30 days after birth, adoption, or placement for adoption. This exclusion may last up to 12 months (18 months if the enrollee is a late enrollee) from the first day of coverage, or, if the enrollee was in a waiting; period, from the first day of the waiting period. However, the enrollee can reduce the length of this exclusion period by the number of days of his or her prior "creditable coverage". Most prior health coverage is creditable coverage and can be used to reduce the preexisting condition exclusion if the enrollee has not experienced a break in coverage of at least 63 days. To reduce the 12-month (or 18- month) exclusion period by the enrollee's prior creditable coverage, you or the enrollee should give us a copy of any certificates of creditable coverage you or the enrollee have. If you do not have a certificate, but you or the enrollee do have prior health coverage, we will help you or the enrollee obtain one from the enrollee's prior plan or insurance company. There are also other ways that an enrollee may prove prior creditable coverage. Please contact us if you need help demonstrating creditable coverage. All questions about the pre-existing condition exclusion and creditable coverage should be directed to: Human Resources Manager 214-987-9300 Notice of Special Enrollment Rights If you are declining enrollment for yourself or your dependents (including your spouse) because of other health insurance or group health plan coverage, you may be able to later enroll yourself and your dependents in this plan if you or your dependents lose eligibility for that other coverage (or if the employer stops contributing towards your or your dependents' other coverage). However, you must request enrollment within 30 days after your or your dependents' other coverage ends (or after the employer that sponsors that coverage stops contributing toward the coverage). In addition, if you have a new dependent as a result of marriage, birth, adoption, or placement for adoption, you may be able to enroll yourself and your dependents. However, you must request enrollment within 30 days after the marriage, birth, adoption, or placement for adoption. To request special enrollment or obtain more information, contact: Ken Reichart (214) 291-2907 Email: kreichart@furrs.net Buffet Partners, LP 2701 E. Plano Pkwy, Suite 200 Plano, TX 75074 2008 - 2009 Hourly Benefits Guide 27 Women's Health and Cancer Rights Act On October 21, 1998 Congress enacted the Women's Health and Cancer Rights Act of 1998. This notice explains the most important provisions of the Act. Please review this information carefully. If your spouse is covered under the Buffet Partners Welfare Benefit Plan, please make certain that he or she also has the opportunity to review this information. The Women's Health and Cancer Rights Act of 1998 requires that all group health plans that provide medical and surgical benefits for a mastectomy also must provide coverage for: Reconstruction of the breast on which the mastectomy has been performed; Surgery and reconstruction of the other breast to produce a symmetrical appearance; and Prostheses and coverage for any complication in all stages of mastectomy, including lymphedemas. The Act requires that coverage be provided in a manner that is consistent with other benefits provided under the Plan. The coverage may be subject to annual deductible and coinsurance provisions. The Act prohibits any group health plan from: Denying a participation or a beneficiary eligibility to enroll or renew coverage under the Plan in order to avoid the requirement of the Act; Penalizing, reducing, or limiting reimbursement to the attending provider (e.g., physician, clinic or hospital) to induce the provider to provide care inconsistent with the Act; and Providing monetary or other incentive to an attending provider to induce the provider to provide care inconsistent with the Act. The Women's Health and Cancer Rights Act of 1998 will apply to the Buffet Partners Welfare Benefit Plan on the effective date of your coverage. State Continuation Coverage If you lose medical coverage for any reason other than involuntary termination for cause, you may have a right to state continuation coverage. For more information, contact UnitedHealthcare at the phone number on your ID card. More information on state continuation coverage is also available in the UnitedHealthcare Certificate of Coverage booklet available through Buffet Partners. 2008 - 2009 Hourly Benefits Guide 28 THIS NOTICE DESCRIBES HOW INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY. Protected Information. In the course of paying for health care services provided to you, information regarding your health care may be originated and/or received by us. Information which can be used to identify you and which relates to your past, present or future medical condition, receipt of health care or payment for health care ("Protected information") is protected by federal and state law. Our Responsibilities. Federal law imposes certain obligations and duties upon us as a health plan with respect to your Protected Information. Specifically, we are required to: • Provide you with notice of our legal duties and the health plan's policies regarding the use and disclosure of your Protected Information; • Maintain the confidentiality of your Protected Information in accordance with state and federal law; • Honor your requested restrictions regarding the use and disclosure of your Protected Information unless under the law we are authorized to release your Protected Information without your authorization, in which case you will be notified within a reasonable period of time; • Allow you to inspect and copy your Protected Information during our regular business hours; • Act on your request to amend Protected Information within sixty (60) days and notify you of any delay which would require us to extend the deadline by the permitted thirty (30) day extension; Accommodate reasonable requests to communicate Protected Information by alternative means or methods; and • Abide by the terms of this notice. How Your Protected Information May be Used and Disclosed. Generally, your Protected Information may be used and disclosed by us only with your express written authorization. However, there are some exceptions to this general rule. The following explains how we will use or disclose your Protected Information without your authorization. Treatment Purposes. We may use or disclose your Protected Information for treatment purposes. It may be necessary for us to communicate with health care providers providing treatment to you to facilitate that treatment. For example, a provider may request information from us to supplement their own records. It is more likely, however, that a health care provider would receive your protected health information from another health care provider, instead of a plan. Payment Purposes. Your Protected Information may also be used or disclosed for payment purposes. It is necessary for us to use or disclose Protected Information so that we may properly pay for treatment and services provided by your health care providers. For example, we may tell your health care provider about your medical history to determine whether a particular treatment is experimental, investigational, or medically necessary or to determine whether the plan will cover the treatment. We may also share protected health information with another health plan for purposes of coordinating payment of benefits. Health Care Operations. Your Protected Information may also be used for health care operations, which are necessary for the management of the health plan and for proper payment of claims. For example, we may use protected health information in connection with: conducting quality assessment and improvement activities; 2008 - 2009 Hourly Benefits Guide 29 underwriting, premium rating, and other activities relating to plan coverage; conducting or arranging for medical review, legal services, audit services, and fraud and abuse detection programs; business planning and development such as cost management; and business management and general plan administrative activities. We may at times remove information, which could identify you from your record so as to prevent others from learning who the specific patients are. In addition, we may release your Protected Information to another individual or entity covered by the HIPAA privacy regulations that has a relationship with you for their fraud and abuse detection or compliance purposes, quality assessment and improvement activities, or review, evaluation or training of health care professionals or students. Health Oversight Activities. Your Protected Information may be used or disclosed to a health oversight agency for activities authorized by law. Examples of health oversight activities include audits, investigations, and inspections. In most cases, the oversight activity will be for the purpose of overseeing the health plan and its compliance with certain laws and regulations. Judicial and Administrative Proceedings. If you are involved in a lawsuit or other administrative proceeding, we may release your Protected Information in response to a court or administrative order requesting the release. In some instances, we may also release Protected Information pursuant to a subpoena or discovery request but only if efforts have been made by the requestor to provide you with notice of the request and you have failed to object or the objection was resolved in favor of disclosure, or in the alternative, the requestor has obtained a protective order protecting the requested information. Law Enforcement. We may also release your Protected Information to a law enforcement official upon request. We will give out Protected Information to law enforcement officials only when required or permitted by federal or state law to do so. Workers' Compensation. We are allowed to disclose your Protected Information as authorized and to the extent necessary to comply with laws relating to workers' compensation or other programs providing benefits for work -related injuries or illness without regard to fault. Individuals Involved in Your Care. We may give out your Protected Information to a friend or family member who is helping with your care or with payment for your care. However, prior to sharing your Protected Information in this instance we will first attempt to obtain your verbal or written consent, if feasible. An example when obtaining such consent would not be feasible is if you are involved in a serious accident and unavailable to give your consent and it is necessary for us to speak with your next of kin or other responsible party. As Authorized by Law. We will also disclose your Protected Information for reasons not described above when required by law to do so. More Stringent Laws. Some of your Protected Information may be subject to other laws and regulations and afforded greater protection than what is outlined in this Notice. For instance, HIV/AIDS, substance abuse, and mental health information are often given more protection. In the event your Protected Information is afforded greater protection under federal or state law, we will comply with the applicable law. Your Rights. Federal law grants you certain rights with respect to your Protected Information. Specifically, you have the right to: 2008 - 2009 Hourly Benefits Guide 30 • Receive notice of our policies and procedures used to protect your Protected nfor Imation; • Request that certain uses and disclosures of your Protected Information be restricted; provided, however, if we may release the information without your consent or authorization, we have the right to refuse your request; • Access to your Protected Information; provided, however, the request must be in writing and may be denied in certain limited situations; • Request that your Protected Information be amended; • Obtain an accounting of certain disclosures by us of your Protected Information for the past six years; • Revoke any prior authorizations or consents for use or disclosure of Protected Information, except to the extent that action has already been taken; and • Request communications of your Protected Information are done by alternative means or at alternative locations. Important Contact Information. This notice has been provided to you as a summary of how we will use your Protected Information and your rights with respect to your Protected Information. If you have any questions or for more information regarding your Protected Information, please contact Ken Reichart at 214-291-2907. If you believe your privacy rights have been violated, you may file a complaint with our office by contacting Ken Reichart at 214-291-2907. You may also file a complaint with the Secretary of Health and Human Services. There will be no retaliation for the filing of a complaint. Effective Date. This notice becomes effective on October 1, 2007. Please note, we reserve the right to revise this notice at any time. A current notice of our privacy practices may be obtained from Ken Reichart at 214-291-2907. 2008 - 2009 Hourly Benefits Guide 31 0 YOUR BENEFIT PROGRAM .................................................... 1 POINTS YOU NEED TO KNOW...............................................1 WHAT YOU NEED TO LOOK FOR ............................................ 2 GETTING READY TO ENROLL ................................................ 2 ENROLLMENT INSTRUCTIONS .............................................. 3 ENROLLMENT REQUIREMENTS ............................................. 3 PAYING FOR YOUR BENEFITS ............................................... 4 WHO IS ELIGIBLE................................................................ 5 CHANGING YOUR ELECTIONS ............................................... 6 FAMILY STATUS CHANGES ................................................... 7 SUMMARY OF BENEFITS MedicalPlan......................................................................9 Prescription Drug Benefits ................................................. 13 Health Reimbursement Account .......................................... 14 Medical Expense Reimbursement Plan.............................................15 DentalPlan..................................................................... 16 VisionPlan...................................................................... 18 Short Term Disability........................................................19 Long Term Disability (Salaried Only) .................................. 20 Life and Accidental Death &Dismemberment (AD&D)............ 21 Supplemental Insurance .................................................... 22 PHONE NUMBERS, WEB ADDRESSES .................................. 25 MEDICARE PART D NOTICE ................................................ 26 HIPAA NOTICES................................................................. 28 ADDITIONAL NOTICES..... ..................................................... 29 NOTICE OF PRIVACY PRACTICES..........................................30 YOUR BENEFIT PROGRAM Buffet Partners offers a comprehensive, cost-effective, and competitive benefits package. This package helps to protect you and your family, but it works only if you take control and make thoughtful decisions about your benefits. You have an active role in choosing your benefit coverage. This way, your benefits line up with your individual needs and goals. Buffet Partners provides you with several tools, including this Health & Wellness Benefits Guide booklet to help you make your benefit selections. Be sure to enroll before your deadline so you can get the maximum value from these plans and programs for yourself and your family. POINTS YOU NEED TO KNOW If you are a new full-time salaried employee, you are eligible to enroll in Buffet Partners benefit plans once you complete 60 days of continuous employment. If you don't enroll by your deadline, you will have no benefit coverage for 2008-2009 unless you have a change in family status. (You may enroll for coverage during the next annual enrollment, currently scheduled for September 2009.) If a family status event occurs during the year, you may make changes in some benefit areas. To make a change, you must notify Buffet Partners by completing a new enrollment form within 30 days of the event. See Family Status Changes for more information. • Each benefit election has a cost. This Benefits Guide shows your costs for each election option. • Each year during annual enrollment, you will receive new enrollment materials. Use these materials to make your benefits decisions for the upcoming plan year. 2008- 2009 Salaried Benefits Guide 1 What You Need To Look For ❑ Each benefit option has a list of preferred providers. You may access these lists_ by using the network websites and phone numbers on ❑ Your benefit elections are paid for in part by deductions from your paycheck. Watch your paycheck to confirm that your payroll deductions are correct. Report any problems immediately to your HR Department. ❑ If you elect coverage, you will receive a medical ID card. Present this ID card to your health care provider or pharmacy to ensure that you receive benefits correctly. ❑ You do not need a dental ID card. Simply tell your dentist that you are enrolled in the Metl-ife. dental plan and provide your (the employee's) Social Security number to the dentist's office. ❑ The vision ID card is the same card as your medical ID card. Vision benefits are covered under UnitedHealthcare which is the same as your medical provider. Getting Ready to Enroll In addition to this packet, it may help to have these items handy: 1. Social security numbers and birth dates for yourself and your eligible family members. 2. Expense records for medical, vision, and dental care so you can plan benefit choices. 3. Information about other benefit coverage or insurance you or a family member may have. 4. Beneficiary designation information, so you can properly identify your beneficiaries for your life insurance coverage. 2008 - 2009 Salaried Benefits Guide 2 ENROLLMENT INSTRUCTIONS 1. Review the Benefits Read this booklet thoroughly for details of your benefit options. 2. Consider Your Choices Carefully After your enrollment period ends, you cannot change your benefit elections until annual enrollment unless you have a family status change. The next annual enrollment is planned for September 2009 with an October 1, 2009 effective date. 3. Complete your enrollment form You can obtain a paper enrollment form from your HR Department. 4. Return your enrollment form to your HR Department You must turn in a signed, completed paper enrollment form to your HR Department before your effective date. S. Need Help? For questions about benefits, contact your HR Department. ENROLLMENT REQUIREMENTS You must enroll before your effective date. Your coverage will not be effective until you have completed the enrollment process. If you or your eligible dependents do not enroll by your effective date, you generally must wait until the next annual enrollment to enroll. At that time, Evidence of Insurability (E01) may be required for Supplemental Life Insurance and Disability plans. Also, pre-existing condition limitations may be applied to medical, dental, and vision coverages. If Evidence of Insurability (E01) is required for Supplemental Life insurance and Disability plans: • Your coverage will not begin until the insurance company approves your application; and, • The insurance company can decline coverage based on your health information. 2008 - 2009 Salaried Benefits Guide 3 PAYING FOR YOUR BENEFITS Buffet Partners pays a portion of your benefits cost. The amount you pay will depend on the choices you make. Coverage Levels For medical, dental, and vision coverage you may elect one of the following coverage levels: • Employee Only — coverage for you only • Employee + Spouse — coverage for you and your spouse • Employee + Child(ren) — coverage for you and one or more dependent children • Employee + Family — coverage for you, your spouse, and/or one or more dependent children Employee Contributions The following table details your 2008-2009 plan year bi-weekly payroll deductions for medical and dental coverage: Effective 10/1/08 Medical Dental Employee Only $35.00 $77.00 $138.46 $10.17 Employee + Spouse $77.00 $207.38 $315.81 $20.33 Employee + Child ren $70.00 $187.67 $285.73 $25.52 Employee + Family $112.00 $296.06 $451.17 $37.31 *These rates are effective 101112008 and are subject to change annually. Pre -Tax Deductions Employee contributions are not taxed. Therefore, you cannot add or drop coverage unless you have a qualified family status change and complete new enrollment forms within 30 days of the change. Examples of qualified family status changes are: marriage, divorce, birth/adoption of child, loss of other coverage, etc. After -Tax Deductions Your deduction for Supplemental Life Insurance and Short-term Disability are made on an after-tax basis. Any Supplemental Life paid to you from Buffett Partners plan will not be subject to income taxes when you receive them. 2008 - 2009 5alaried Benef its Guide 4 WHO IS ELIGIBLE Employee Eligibility You may enroll in Buffet Partners' benefit programs any time between your date of hire/rehire and �our scheduled effective date. Benefit coverage will take effect the 1 of the month following the 60- day eligibility waiting period for the benefits listed below. These waiting periods apply to the following benefits: • Medical • Dental • Vision • Basic Life and AD&D • Supplemental Life Insurance • Short -Term Disability Long -Term Disability is effective the first of the month following one year of continuous employment. Part-time employees switching to a full-time status are eligible for benefits the first of the month following the status change to full-time, as long as the initial 60 days of employment is passed. Dependent Eligibility In most cases, you may also cover your eligible dependents, including: • Your legal husband or wife. Unmarried, eligible children under age 19. Unmarried, children under age 25 who are full-time students, not employed full-time and primarily dependent upon the participant for support and maintenan are also eligible. Children are defined as your natural children, stepchildren, legally adopted children, children placed for adoption, and children for whom you or your spouse has been awarded legal guardianship. If your child is no longer eligible, you must notify your HR Department by completing an enrollment/change form. Adding Dependents to Your Coverage To add a new spouse or a new child to your benefit coverage, notify the HR Department by completing an Enrollment/Change Form within 30 days of the marriage/birth/adoption/change. 2008 - 2009 Salaried Benefits Guide 5 i CHANGING YOUR ELECTIONS Buffet Partners gives you an opportunity to change your benefit elections during annual enrollment each year. f Once you have made your benefit elections, you generally cannot change them during the year (refer to pre and post -tax sections on page 4). However, you may make certain changes if you have a qualified change in family status that affects your benefits. Typical family status changes include: • Marriage • Divorce { Birth or adoption of a child • Death of a spouse or eligible dependent • Enrollment in (or loss of) state or federal medical coverage • A change in your spouse's employment j A move out of your health plan's service area that requires a change • A child no longer qualifies as a dependent due to age, marriage, or E income. You must notify your HR Department of any qualified family status change and complete new enrollment forms within 30 days of the date that the family status change occurred. If you wait longer than 30 days, you will not be allowed to change or drop any pre-tax coverage until the next annual enrollment — per IRS regulations. 2008 - 2009 Salaried Benefits Guide 6 FAMILY STATUS CHANGES If you request to change your benefits due to a qualified family status change, the benefit change could be effective on the first or last day of the month after your Human Resources Representative receives all required documents, or on the event date (depending on the change). Except as required by law in certain special enrollment situations, a benefit change cannot be made retroactive. In most cases, written proof of your family status change is required. Consistency Requirements Any requested benefit change must be consistent with your family status change. • The family status change must result in you, your spouse or your dependent child gaining or losing eligibility for coverage under one of the Buffet Partners plans or another employer's health plan. •_ Your .requested benefit change also must be consistent with that gain or loss of eligibility. If you are gaining eligibility for another employer's plan, you must actually elect that coverage. • If your child's other parent is required under a qualified medical child support order to provide coverage for a child whom you cover under the Buffet Partners plan, you may drop coverage under this plan for that child. • If you, your spouse or your dependent child becomes entitled to Medicare or Medicaid, you may drop medical coverage for the person entitled to Medicare or Medicaid. • If you, your spouse or dependent child becomes entitled to a special enrollment opportunity as defined by the Health Insurance Portability and Accountability Act (HIPAA), you may change your medical plan choice to correspond with the special enrollment rights of that individual. • If a qualified medical child support order requires that your child be covered under a plan by you, your HR Department will change your benefit choices to provide coverage for the child as outlined in the order. 2008 - 2009 Salaried Benefits Guide 7 Your marriage Original or copy of the marriage Within 30 days of certificate or marriage license marriage Your divorce Original or copy of the court order . Within 30 days of the ^ granting divorce date of final divorce decree or legal separation Birth of your child Original or copy of birth certificate Within 30 days of birth Adoption of a child Original or copy of the court order Within 30 days of approving the placement placement Placement of a child with Copy of the court order approving the Within 30 days of you for adoption final adoption adoption Death of your spouse or Original or copy of the death Within 30 days of dependent child certificate spouse's or dependent's death Dependent child beginning Original or copy of dependent child's Within 30 days of the or ceasing to satisfy birth certificate or proof of full-time date dependent ceases requirements for unmarried student status. Failure to provide to satisfy age criteria [or dependents to be eligible proof of student status will result in date that non -student for coverage loss of coverage. status begins] A reduction or increase in Copy of employer communication Within 30 days of change hours by you, your spouse reflecting change in hours in hours of employment or dependent child A change in the place of Written notification to the Human Within 30 days after residence or worksite of Resources Department with new change of place of you, your spouse or your address and effective date of change residence or worksite dependent chid in residence Significant change in your Copy of employer communication Within 30 days of or your spouse's health reflecting change in health coverage effective date of change coverage due to spouse's in coverage employment You or your spouse taking Copy of leave of absence request Within 30 days of the or returning from an unpaid form or approval date leave begins leave of absence resulting in spouse or child(ren)'s loss or gain of coverage Termination of employment Copy of employment offer letter or Within 30 days of the resulting in spouse or letter of resignation date of employment child(ren)'s loss of termination coverage You taking leave under the Copy of leave of absence request Within 30 days of date Family Medical Leave Act foram and approval the leave begins 2008 - 2009 Salaried Benefits Guide 8- MEDICAL PLAN The Buffet Partners medical plan covers a wide variety of medical services, including preventive care, office visits, prescription drugs and inpatient care. Preferred Provider Organization (PPO) Plan You have the choice of three medical plan options: a Basic w/ HRA plan, a Standard plan, and a Premium plan. The benefits and employee contributions differ for each, so please choose the plan that is right for you and your family. All three plan options are PPO plans, which allow you the freedom to choose either a network or out -of -network provider each time you need medical care. When you use in -network providers, you receive benefits at a lower cost and you usually have no claims to file. Another advantage of using an in -network provider is that they have agreed to charge a specific amount for specific procedures. As a covered employee, you will not be responsible for specific covered procedures' charges exceeding the agreed amount. If you choose a non -network provider, you receive benefits at a higher cost to you and must file a claim to be reimbursed for covered expenses. Your PPO medical plans will be provided by: Uhited ealthGilW pUna�fa3�GWP�n DEFINITIONS Copay: A flat fee paid when services are received. j Coinsurance: The amount the insured is required to pay for medical care in a plan after the annual deductible has been met. Calendar Year Deductible: The amount that you must pay before the plan begins paying for a percentage of covered expenses. The deductible does not apply to services covered by a copay. In -network expenses cannot be used to meet the out -of -network deductible. In and out -of -network deductibles are completely separate. Out -of -Pocket Maximum : The maximum annual amount you have to pay towards covered healthcare expenses. When you've paid the annual maximum in a calendar year, the plan pays 100% of most remaining coinsurance covered expenses for the rest of the year. Copayments do not count towards the out-of-pocket maximum. In and out -of -network out-of-pocket maximums are completely separate. Lifetime Maximum: The maximum for benefits. 2008 - 2009 Salaried Benefits Guide 9 Benefit Area What You Pay j�1r6V� Y Oast -of -Network HRA Account Calendar Year4. f : Deductible Individual s $2,5a0 kF ` $2,500 Family $5,00 '� $5,000 Calendar Year Out- }[deixtts toward Deductible counts Of -Pocket Maximum toward OOP max Individual $8,000 Family �'OQ$� $16,000 Office Visit 50% after deductible Preventive Care 10�:Q'eovered' �b ded) No coverage Chiropractic VisitYl'eder (max 24 visits ded 50% after deductible per year) x C Emergency Room zQ��o covereter ded 50% after deductible Urgent Care k� E Center p- Hospital 7 �k Ambulance S� w� S< Inpatient Hospital 1l) °csveec#ex ded. 50% after deductible Outpatient 10Q* 1 of e�^tietl` 50% after deductible Services Mental Health I'}'Q covererfterd�ed 50% after deductible Inpatient per year) (30 daysmax ) ��i =3 ` Mental Health ~'' �;rQOQ covered #I�DUO DUO 50% after deductible Outpatient .z (30 visits max per year) , Substance Abuse �ti��c4�r��ed �f��r-ded_ 50% after deductible Inpatient x (30 days max per year) _ t x Substance Abuse 50% after deductible Outpatient f`t5 `sue (30 visits max per year),r. 2008 - 2009 Salaried Benefits Guide 10 Benefit Area r l��i�at.ou p0y., What You Pay lnm a -*' Out -of -Network Calendar Year Deductible - Individual ra' . $2,000 Family :2x(? $4,000 Calendar Year Out- 9641 C-O � d6os"f4OT Deductible does NOT Of -Pocket Maximum .=jnet6"d-COP max =t1�01 count toward OOP max $8,000 Individual Family; $16,000 Office Visit '.,:'Bap+: per visit 50% after deductible Preventive Care .1,$2 WpaGj+r pp. rV_ Wt No coverage Chiropractic Visit $2.5 } r Visil 50% after deductible (max 24 visits per year) Emergency Room ° Urgent Care Center 50% after deductible Hospital i � $150 copay Ambulance '?" ex, c%Vbli) 30% after deductible Inpatient Hospital ' 50% after deductible F fbTt r k+o{FJ 1 A Outpatient Services ry Y- K ' 50% after deductible 50% after deductible Mental Health Inpatient �h 9 �dkl (30 days max per year) 50% after deductible Mental Health, ;:_liir:er Outpatient fur ;+Ilii.lrllal:- (30 visits max per year) Substance Abuse J /f of k ded40ib ' 50% after deductible Inpatient (30 days max per year) -$ra�y..:ex. Substance Abuse 50% after deductible Outpatient 'visltlinr[i�ldugl (30 visits max per year) {J'. 5 Y', 2008 - 2009 Salaried Benefits Guide 11 `1(lat YoU fray What You Pay Benefit Area g,gkktN'etwQirk' Out -of -Network Calendar Yearx_ �t�"r Deductible k_ Individual $500 $1,000 Family $1,000 $2,000 Calendar Year Out -Of- Pocket Maximum 3,dactibi does ,NOT -• x��tYtord Oi�P, max ` Deductible does NOT count toward OOP max Individualx'r�;000 $4,000 Family $4;00 $8,000 Office Visit cQ ' per`vis># 40% after deductible &Y" 7 r Preventive Care -sQ spay p�r:visit No coverage y* , Chiropractic Visit 40% after deductible (max 24 visits per year) Emergency Room; Urgent Care CenterE Hospital`s 5e�reoy' $1Q(? cgpay 40% after deductible $100 copay Ambulance - 20% after deductible ,¢�Q%.after ded�)cbble Inpatient Hospital , - - 01"K fte r, 40% after deductible Outpatient Services 2}% allot 40% after deductible Mental Health Inpatient or ditctlbla 40% after deductible (30 days max per year)fi -� Mental Health Outpatient r 40% after deductible (30 visits max per year) l a Substance Abuse (S% aff§3X deductible 40% after deductible Inpatient (30 days max per year)_` Substance Abuse 20 dopay1per 40% after deductible Outpatient isitEindIV.) Ual: (3 visits max per year) $� `�15 �opa�+ per 2008 - 2009 Salaried Benefits Guide 12 PRESCRIPTION DRUG PLAN Prescription drug benefits are provided by UHC through their partner, Medco. The plan pays for retail and mail order prescriptions. The prescription drug program automatically dispenses generic prescriptions when a generic is available and when your doctor allows generic substitution. Retail Prescription Program You can fill prescriptions at any pharmacy you choose. If you choose a participating pharmacy, you will pay a copay only under the Standard or Premium plans or you will pay the discounted prescription drug cost under the Basic plan. If you choose a non -participating pharmacy, you pay the full cost of the prescription and will file a claim for reimbursement. t � Of E� � ��x i s w Stiard=a . Tier 1 Tier 2 Eftsttdrgt� ' e��aftet iota t h�2� coR�aitta ` Tier 3o the' X$4OYcop(after i d t� Mail Order Prescription Program Do you or your dependents take a medication on an ongoing basis? If so, under the Standard and Premium plans, you can purchase a 90-day supply for the price of a 75-day supply through the mail order program. You can access the mail order program using forms sent with vour ID card_ online or from vour local HR Denartment_ Mitt O��l r r ©da stu l ` fi B >c w HRAt SFtrtrnr� ta,.,:t Tier 1[ts �e� dt itch'>4 = =`2S copay x Tier 2� zC�; �100% ` $620 tpayftY�� Yx r�d aft�rth� iYed� ';3�;}F Tier 3 N��i edtcal { k$1 QO �pY (after I<>E Prescription Program Pre -certification Some drugs require that you pre -certify with Medco before they are covered under the plan. Go to the web address or contact Medco's customer service for a list of drugs that require pre -certification to determine if your prescriptions are impacted. 2008 - 2009 5alaried Benefits Guide 13 HEALTH REIMBURSEMENT ACCOUNT (HRA) for the "Basic w/HRA" Plan Only: The Basic w/HRA Medical Plan option has two parts: i. Part one is a self -funded medical plan with United Healthcare (Basic Plan only). This plan is a PPO plan with deductibles and out-of-pocket limits. 2. Part two is the HRA. The HRA is a medical account funded by Buffet Partners. The HRA provides first dollar coverage for medical plan costs and applies to the deductible under the Basic Plan. $2,500 Medical Plan Deductible $500 First $500 — Buffet Partner funds your HRA account $2 000 Employee pays provider for next $2,000 100% coveragE After the $2,500 deductible is met, the plan pays 100% of our medical costs for the remainder of the calendar year How does the medical and HRA plans operate together? The Basic w/ HRA medical plan has a deductible of $2,500 for single coverage, 2 times that for family. Each employee enrolled in the Basic plan receives an HRA account into which Buffet Partners deposits $500 per calendar year. Basic w/HRA plan members receive a debit card from UnitedHealthcare (UHC) in addition to the regular UHC ID card. You should present your UHC ID card to your provider at your/ your dependents appointment. The doctor should not request payment at time of service. The doctor should process the claims through UHC first, then bill you for the amount due later. You may then use your debit card to pay for the service. How does the prescription drug and HRA plans operate together? Prescription drugs fall into the Basic medical plan deductible. There are no prescription drug copays. You should present your UHC ID card and your UHC debit card to the pharmacy. They will run the prescription through the UHC system so you receive the discount, then they will run your debit card so the discounted cost is deducted from your HRA account. Once the HRA account is used completely, you will be responsible for any Rx costs until the deductible is met. 2008 - 2009 Salaried Benefits Guide 14 MEDICAL EXPENSE REIMBURSEMENT PLAN (MERP) for the "Standard" Plan Only The Standard Medical Plan option has two parts: s. Part one is a self -funded medical plan with United Healthcare (Standard Plan only). This plan is a PPO plan with deductibles and out-of-pocket limits. 4. Part two is the MERP. The MERP is a self -funded medical plan funded by Buffet Partners. The MERP will reimburse you for some of your deductible and coinsurance out-of- pocket costs under the Standard Plan. $5,000 Medical Plan Coinsurance Out -of -Pocket Maximum $4,000 First $4,000 — Employee Responsibility $1,000 Employee pays provider for next $1,000 -$1,000 Employee files claim with MERP to get reimbursed for the $1,000 How does the medical and MERP plan operate together? The medical plan has a deductible of $1,250 for single coverage, 2 times that for family. The Standard Plan then pays 70%, the member pays 30% of the expenses that you incur in -network. After you incur the first $1,000 of deductible expenses, the MERP will reimburse 100% of the balance of the deductible ($250). Once you have met the deductible, the Standard Plan will pay 70%, you will pay 30% up to $5,000 out-of-pocket maximum. In that $5,000, you will incur the first $4,000 and the MERP will reimburse you the next $1,000. This leaves your total out-of-pocket (ignoring copays) at $5,000 per individual. How do I get reimbursed? Your in -network providers will file their claims with UHC like usual, and you will get a letter in the mail from UHC called an Explanation of Benefits (EOB). Complete a MERP claim form and send it and the EOB to Discovery Benefits. Discovery Benefits will mail you a check. 2008 - 2009 Salaried Benefits Guide 15 DENTAL PLAN Dental plan benefits are provided through MetLife. The dental plan is a passive PPO plan, meaning you may see any dentist that you choose. If you go in -network, the dentist has contracted with MetLife to provide services at a discounted rate and to file the claim directly with MetLife, requiring only the members payment at the time of service. If you go out -of -network, the patient may have to pay the whole bill and file a claim for reimbursement. In addition to the member's cost share, the patient will not be responsible for any amount over the usual and customary amount for the area. PLAN HIGHLIGHTS Calendar Year Deductible Individual $50 Family $150 Maximum Benefit Per $1,500 per calendar year Person Preventive Care 100% covered (no deductible) Basic Services You pay 20% (after deductible) Major Treatment You pay 50% (after deductible) Orthodontia — Child only $1,500 Paid at 50% over a 24-month lifetime maximum course of treatment after the deductible has been met. If treatment stops before completion, you will only be reimbursed for services actually received. 2008 - 2009 Salaried Benefits Guide 16 Preventive Treatment — 100% The following services are included under Preventative treatment: • Initial/Routine oral examination (once every 6 months) • Scaling and polishing of teeth (once every 6 months) • Bite wing x-rays once every 6 months for dependents under 19, and once every 12 months for all others • Topical application of fluoride for dependent children under 14 once every 12 months • Full -mouth series of x-rays once in any 60-month period • Sealants which are applied to non -restored, non -decayed, first and second permanent molars only, for dependants up to age 14, but no more than one tooth per lifetime. • Space maintainers for dependent children to age 19 Basic Treatment — 80% The following services are included under Basic treatment: • Endodontics- pulp capping, pulpal therapy & therapeutic pulpotomy. • Root canal treatment not more than once every 24 months for same tooth. • Periodontal maintenance where periodontal treatment has been previously performed, but the total of covered periodontal maintenance treatments and the number of covered oral prophylaxes will not exceed four treatments in a calendar year. • Relining and Rebasing of existing removable dentures but not more than once in 36 months. • Fillings • Emergency palliative treatment • Injections of antibiotic drugs • Repairs of dentures, crowns, inlays and onlays Major Treatment — 50% The following services are covered under Major treatment: • Extractions • Oral Surgery • Periodontal scaling and root planing every 24 months • Periodontal surgery once per quadrant or area, every 36 months • Anesthesia when dentally necessary • Consultations (2 per calendar year) • Replacement of crowns/inlays/onlays once every 60 months. • Denture and bridgework replacement, once every 10 years. • Initial placement to replace natural teeth which are lost while covered by plan. • Replacement of an existing temporary denture if it can not be repaired. 2008 - 2009 Salaried Benefits Guide 17 VISION PLAN Buffet Partners' vision benefits are provided through United Health Care. United Healthcares Standard Vision Program is part of your medical plan and includes a routine vision exam at your current copay. In addition, you will receive Preferred pricing on eyeglasses and contact lenses. Frames Preferred Pricing Quality Series Frames $60 Elite Series Frames $85 Non -Collection Frames 10%-15% discount Standard Preferred Pricing Single Vision Lenses $45 Lenses Bifocal Lenses $65 Trifocal Lenses 1 $95 Contact Contact Lenses Application Lenses Program: Fitting, Follow up and materials Up to 20% discount (includes disposables) Contact Lenses (non disposables) Up to 20% discount Contact Lenses (disposables) Member pays full provider -billed There is no limit on purchases of eyeglasses and contacts with Preferred Pricing. 2008 - 2009 Salaried Benefits Guide 18 SHORT TERM DISABILITY Your disability benefits include voluntary short-term disability (STD) coverage. This benefit is designed to provide income to you and your family if you are unable to work for an extended period of time due to a disabling injury or illness. How STD Coverage Works Short-term disability benefits pay 50% of your weekly base pay up to a maximum of $1,000 per week if you become disabled and cannot work. The benefit will pay up to 26 weeks. To calculate your cost for STD coverage, follow this formula: Biweekly earnings x .00889 = cost per pay period Ex. $1,000 biweekly earnings x .00889 = $8.89 per pay period STD Plan Limits Salaried Employees Weekly Earnings means your average gross weekly earnings received from us as your current base salary rate at the time of the disability. It includes employee contributions to deferred compensation plans. It does not include commissions, bonuses, overtime pay, shift differential, other extra compensation, or our contributions to Deferred Compensation plans received from us. Reduction of Benefits Your weekly benefit may be reduced if you are receiving payment for the same disability from other sources. Other than retirement benefits, these sources include, but are not limited to disability income benefits under any group insurance plan, benefits under any governmental retirement system, permanent or temporary disability benefits (i.e., worker's compensation, occupational disease laws, any compulsory benefit law), salary continuance plans, wages, commissions, disability or retirement benefits.paid for by the employer, and disability or retirement benefits under the United States Social Security Act. A complete list and description of these other sources of income benefits may be found in the summary plan description provided by the insurance company. 2008 - 2009 Salaried Benefits Guide 19 LONG TERM DISABILITY Buffet Partners provides eligible employees with Long Term Disability (LTD) coverage after 1 year of continuous service. This coverage pays a portion of your pre -disability earnings if you become permanently disabled. How LTD Coverage Works • Benefits begin after 180 days of continuous disability (your "elimination period"). • LTD benefits replace 60% of your basic monthly earnings to a maximum monthly benefit of $10,000. • To qualify for benefits, you must provide satisfactory medical proof that you are disabled due to an injury or illness. Benefit payments will continue until age 65 provided you continue to meet the criteria set forth by the insurance company. LTD Plan Limits The LTD plan has certain restrictions, exclusions, and preexisting condition and mental health limits. The plan also has some special benefit features such as a survivor benefit. Refer to your LTD plan booklet for complete details. Please note: Your disability payments will be combined with and offset by other disability income you receive (e.g. social security, worker's compensation, state disability, railroad retirement benefits, etc.) so that your total monthly disability payments'equal 60% of your basic monthly earnings". Basic monthly earnings means your usual rate of pay in effect at the time you become disabled, excluding bonuses, overtime pay or any other fringe benefit or extra compensation. What "Disabled" Means Disability and Disabled mean that because of an Injury or Sickness, a significant change in Your mental or physical functional capacity has occurred in which You are: 1. prevented from performing at least one of the Material Duties of Your Regular Occupation on a part-time or full-time basis, except if You are a pilot, You are unable to perform all the Material Duties of any Gainful Occupation for which You are reasonably fitted by training, education or experience; and 2. unable to generate Current Earnings which exceed 80% of Your Basic Monthly Earnings due to that same Injury or Sickness. After a Monthly Benefit has been paid for 2 years, Disability and Disabled mean you are unable to perform all of the Material Duties of any Gainful Occupation for which you are reasonably fitted by training, education or experience. The loss or restriction of a professional or occupational license or certification for any reason does not, in itself, constitute Disability. Disability is determined relative to your ability or inability to work. It is not determined by the availability of a suitable position with the Policyholder or any other employer. 2008 - 2009 Salaried Benefits Guide 20 BASIC LIFE AND AD&D Buffet Partners provides basic life insurance and accidental death and dismemberment (AD&D) benefits for all eligible full-time employees enrolled in our medical plan. These benefits are provided at no cost to you. Mutual of Omaha administers these insurance plans, which are designed to provide financial protection in the event of death or loss of a limb or eyesight. Summary of Buffet Partners -Provided Benefits Basic Life 1 x salary up to $50,000 Buffet Partners Basic AD&D 1x salary up to $50,000 Buffet Partners Beneficiary Designation You MUST complete a Beneficiary Designation form to select your life insurance beneficiary. Your "primary beneficiary" is the person who will receive the benefits from your life and AD&D coverage in the event of your death. Your "contingent beneficiary" will only receive the benefits from your life and AD&D if the primary beneficiary is no longer alive at the time of payment. • The designation will apply to your basic and any Supplemental Life insurance coverage you elect, unless you specify otherwise. • You may change your beneficiary at any time. • If you do not name a beneficiary or if your beneficiary dies before you, your life and AD&D benefits will be paid to your estate. 2008 - 2009 Salaried Benefits Guide 21 SUPPLEMENTAL LIFE INSURANCE You may only elect Supplemental Life coverage if you are enrolled in one of the Buffet Partners medical plans. 1 x, 2x, 3x, 4x, or 5x salary up to $750,000 max. Employee Supplemental Employee Life You must go through EOI for amounts over $150,000. $10,000 increments up to $200,000 max. Spouse Supplemental Spouse amount may not be than 50% more of Employee Life employee's amount. Spouse must go though EOI for amounts over $50,000. $2,000 $5,000 Child Supplemental $10,000 Life Employee Child amount may not be more than 50% of employee's amount. 2008 - 2009 Salaried Benefits Guide 22 Proof of Good Health • Employee Coverage — Newly eligible employees may elect up to I $150,000 without proof of good health. • Spouse Coverage — You may elect up to $50,000 for a newly eligible spouse without proof of good health. • Child(ren) Coverage — Newly eligible children may be covered up to all amounts without proof of good health. If you or your dependents enroll after you first become eligible, proof of good health will be required for any amount of coverage. Beneficiary Designation When you enroll, you MUST complete the Beneficiary Designation form to designate your life insurance beneficiary. Benefits will be paid to your beneficiary if you die. You may change your beneficiary at any time. Reductions Due to Age In compliance with federal law, your coverage can be reduced depending on your age. 65% at age 70 40% at age 75 25% at age 80 15% at age 85 If you are age 70 or older on the day you become insured under the Policy, the reduction will be made in accord with your attained age. Life Insurance Benefits end on the date of your retirement. Life Insurance Benefits to You Any Amount of Life Insurance not a multiple of $1,000 will be changed to the next higher multiple of $1,000. Annual Salary means your basic annual salary or rate of pay as verified by the Policyholder's pay records and premium Mutual of Omaha has received. It does not include commissions, bonuses, overtime, contributions to deferred compensation plans or other additional pay. 2008 - 2009 Salaried Benefits Guide 23 Calculating Your Supplemental Life Cost To calculate your per paycheck cost for supplemental life insurance, use the following table: Employee and Spouse Supplemental Life Rates: `•�:,3Fg; <30 $.08 50-54 $.44 30-34 $.10 55-59 $.68 35-39 $.12 60-64 $1.16 40-44 $.17 65-69 1$1.56 45-49 $.26 70+ 1$2.98 Your Supplemental Coverage Amount + $1,000 X Monthly Rate + 2 Follow these steps to calculate your per paycheck supplemental life insurance coverage cost: 1. Enter the amount of coverage you want to elect: (you can elect 1x 2x, 3x, 4x or 5x your salary up to $750,000 max) 2. Divide the amount in (1) by $1,000 and enter the result here: 3. Enter the monthly rate from table above per $1,000 of coverage: 4. Multiply the amount in (2) by the amount in (3) and enter the result here. This is your monthly cost for the supplemental life coverage you are electing: 5. Multiple the amount in (4) by 12 and divide by 26 and enter the result here. This is your per bi-weekly paycheck cost for the supplemental life coverage you are electing: Your monthly cost can change if your coverage amount or age changes or if the cost rates change in future years. Child supplemental life rates are as follows: A��2-9 fiost.tp' b._!eeClYrpYh, (IO $0.06 FY 7$10 O,rq` $0.30 $ (2) 1$ (3) $ (4) $ (5) 2008 - 2009 5alaried Benefits Guide 24 t r F 1 I 1 I 1 I I I I I I 2008 - 2009 Salaried Benefits Guide 25 Important Notice from Buffet Partners, LP About Your Prescription Drug Coverage and Medicare Please read this notice carefully and keep it where you can find it. This notice has information about your current prescription drug coverage with Buffet Partners and about your options under Medicare's prescription drug coverage. This information can help you decide whether or not you want to join a Medicare drug plan. If you are considering joining, you should compare your current coverage, including which drugs are covered at what cost, with the coverage and costs of the plans offering Medicare prescription drug coverage in your area. Information about where you can get help to make decisions about your prescription drug coverage is at the end of this notice. There are two important things you need to know about your current coverage and Medicare's prescription drug coverage: 1. Medicare prescription drug coverage became available in 2006 to everyone with Medicare. You can get this coverage if you join a Medicare Prescription Drug Plan or join a Medicare Advantage Plan (like an HMO or PPO) that offers prescription drug coverage. All Medicare drug plans provide at least a standard level of coverage set by Medicare. Some plans may also offer more coverage for a higher monthly premium. 2. Buffet Partners has determined that the prescription drug coverage offered by the Buffet Partners, LP Welfare Benefit Plan with United Healthcare is, on average for all plan participants, expected to pay out as much as standard Medicare prescription drug coverage pays and is therefore considered Creditable Coverage. Because your existing coverage is Creditable Coverage, you can keep this coverage and not pay a higher premium (a penalty) if you later decide to join a Medicare drug plan. When Can You Join A Medicare Drug Plan? You can join a Medicare drug plan when you first become eligible for Medicare and each year from November 15th through December 315t However, if you lose your current creditable prescription drug coverage, through no fault of your own, you will also be eligible for a two (2) month Special Enrollment Period (SEP) to join a Medicare drug plan. What Happens To Your Current Coverage If You Decide to Join A Medicare Drug Plan? If you decide to join a Medicare drug plan, your current Buffet Partners coverage will be affected. All eligible employees may stay on the Buffet Partners medical and prescription drug plan, even if they turn age 65. For individuals who elect Part D coverage, coverage under Buffet Partners' medical and prescription drug plan will coordinate with Part D coverage. 2008 - 2009 Salaried Benefits Guide 26 If you do decide to join a Medicare drug plan and drop your current Buffet Partners coverage, be aware that you and your dependents will be able to get this coverage back at open enrollment as long as you are actively employed. When Will You Pay A Higher Premium (Penalty) To Join A Medicare Drug Plan? You should also know that if you drop or lose your current coverage with Buffet Partners and don't join a Medicare drug plan within 63 continuous days after your current coverage ends, you may pay a higher premium (a penalty) to join a Medicare drug plan later. If you go 63 continuous days or longer without creditable prescription drug coverage, your monthly premium may go up by at least 1 % of the Medicare base beneficiary premium per month for every month that you did not have that coverage. For example, if you go nineteen months without creditable coverage, your premium may consistently be at least 19% higher than the Medicare base beneficiary premium. You may have to pay this higher premium (a penalty) as long as you have Medicare prescription drug coverage. In addition, you may have to wait until the following November to join. For More Information About This Notice Or Your Current Prescription Drug Coverage... Contact the person listed below for further information. NOTE: You'll get this notice each year. You will also get it before the next period you can join a Medicare drug plan, and if this coverage through Buffet Partners changes. You also may request a copy of this notice at any time. For More Information About Your Options Under Medicare Prescription Drug Coverage... More detailed information about Medicare plans that offer prescription drug coverage is in the "Medicare & You" handbook. You'll get a copy of the handbook in the mail every year from Medicare. You may also be contacted directly by Medicare drug plans. For more information about.Medicare prescription drug coverage: • Visit www.medicare.gov • Call your State Health Insurance Assistance Program (see the inside back cover of your copy of the "Medicare & You" handbook for their telephone number) for personalized help • Call 1-800-MEDICARE (1-800-633-4227). TTY users should call 1- 877-486-2048. If you have limited income and resources, extra help paying for Medicare prescription drug coverage is available. For information about this extra help, visit Social Security on the web at www.socialsecuritv.00vor call them at 1-800-772-1213 (TTY 1-800-325- 0778). Date: 09/01/2008 Name of Entity/Sender: Buffet Partners, L.P. Contact--Position/Office: Ken Reichart, Director of Human Resources Address: 2701 E. Piano Pkwy #200, Plano, TX 75074 Phone Number: 214-291-2907 2008 - 2009 Salaried Benefits Guide 27 Notice of Pre -Existing Condition Restrictions The Buffet Partners Welfare Benefit Plan imposes a _preexisting condition exclusion. This means that if a late enrollee has a medical condition before coming to the Plan, the enrollee might have to wait a certain period of time before the Plan will provide coverage for that condition. This exclusion applies only to conditions for which medical advice, diagnosis, care, or treatment was recommended or received within a six-month period. Generally, this six-month period ends the day before coverage becomes effective. However, if the enrollee was in a waiting period for coverage, the six-, month period ends on the day before the waiting period begins. The preexisting condition exclusion does not apply to pregnancy nor to a child who is enrolled in the plan within 30 days after birth, adoption, or placement for', adoption. This exclusion may last up to 12 months (18 months if the enrollee is a late enrollee) from the first day of coverage, or, if the enrollee was in a waiting period, from the first day of the waiting period. However, the enrollee can reduce the length of this exclusion period by the number of days of his or her prior "creditable coverage". Most prior health coverage is creditable coverage and can be used to reduce the preexisting condition exclusion if the enrollee has not experienced a break in coverage of at least 63 days. To reduce the 12-month (or 18- month) exclusion period by the enrollee's prior creditable coverage, you or the enrollee should give us a copy of any certificates of creditable coverage you or the enrollee have. If you do not have a certificate, but you or the enrollee do have prior health coverage, we will help you or the enrollee obtain one from the enrollee's prior plan or insurance company. There are also other ways that an enrollee may prove prior creditable coverage. Please contact us if you need help demonstrating creditable coverage. All questions about the pre-existing condition exclusion and creditable coverage should be directed to: Human Resources Manager 214-987-9300 Notice of Special. Enrollment Rights If you are declining enrollment for yourself or your dependents (including your spouse) because of other health insurance or group health plan coverage, you may be able to later enroll yourself and your dependents in this plan if you or your dependents lose eligibility for that other coverage (or if the employer stops contributing towards your or your dependents' other coverage). However, you must request enrollment within 30 days after your or your dependents' other coverage ends (or after the employer that sponsors that coverage stops contributing toward the coverage). In addition, if you have a new dependent as a result of marriage, birth, adoption, or placement for adoption, you may be able to enroll yourself and your dependents. However, you must request enrollment within 30 days after the marriage, birth, adoption, or placement for adoption. To request special enrollment or obtain more information, contact: Ken Reichart (214)291-2907 Email: keichart@furrs.net Buffet Partners, LP 2701 E. Plano Pkwy, Suite 200 Plano, TX 75074 2008 - 2009 Salaried Benefits Guide 28 Women's Health and Cancer Rights Act On October 21, 1998 Congress enacted the Women's Health and Cancer Rights Act of 1998. This notice explains the most important provisions of the Act. Please review this information carefully. If your spouse is covered under the Buffet Partners Welfare Benefit Plan, please make certain that he or she also has the opportunity to review this information. The Women's Health and Cancer Rights Act of 1998 requires that all group health plans that provide medical and surgical benefits for a mastectomy also must provide coverage for: Reconstruction of the breast on which the mastectomy has been performed; Surgery and reconstruction of the other breast to produce a symmetrical appearance; and Prostheses and coverage for any complication in all stages of mastectomy, including lymphedemas. The Act requires that coverage be provided in a manner that is consistent with other benefits provided under the Plan. The coverage may be subject to annual deductible and coinsurance provisions. The Act prohibits any group health plan from: Denying a participation or a beneficiary eligibility to enroll or renew coverage under the Plan in order to avoid the requirement of the Act; Penalizing, reducing, or limiting reimbursement to the attending provider (e.g., physician, clinic or hospital) to induce the provider to provide care inconsistent with the Act; and Providing monetary or other incentive to an attending provider to induce the provider to provide care inconsistent with the Act. The Women's Health and Cancer Rights Act of 1998 will apply to the Buffet Partners Welfare Benefit Plan on the effective date of your coverage. State Continuation Coverage If you lose medical coverage for any reason other than involuntary termination for cause, you may have a right to state continuation coverage. For more information, contact UnitedHealthcare at the phone number on your ID card. More information on state continuation coverage is also available in the UnitedHealthcare Certificate of Coverage booklet available through Buffet Partners. 2008 - 2009 Salaried Benefits Guide 29 THIS NOTICE DESCRIBES HOW INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY. Protected Information. In the course of paying for health care services provided to you, information regarding your health care may be originated and/or received by us. Information which can be used to identify you and which relates to your past, present or future medical condition, receipt of health care or payment for health care ("Protected Information") is protected by federal and state law. Our Responsibilities. Federal law imposes certain obligations and duties upon us as a health plan with respect to your Protected Information. Specifically, we are required to: • Provide you with notice of our legal duties and the health plan's policies regarding the use and disclosure of your Protected Information; • Maintain the confidentiality of your Protected Information in accordance with state and federal law; • Honor your requested restrictions regarding the use and disclosure of your Protected Information unless under the law we are authorized to release your Protected Information without your authorization, in which case you will be notified within a reasonable period of time; • Allow you to inspect and copy your Protected Information during our regular business hours; • Act on your request to amend Protected Information within sixty (60) days and notify you of any delay which would require us to extend the deadline by the permitted thirty (30) day extension; • Accommodate reasonable requests to communicate Protected Information by alternative means or methods; and • Abide by the terms of this notice. How Your Protected Information May be Used and Disclosed. Generally, your Protected Information may be used and disclosed by us only with your express written authorization. However, there are some exceptions to this general rule. The following explains how we will use or disclose your Protected Information without your authorization. Treatment Purposes. We may use or disclose your Protected Information for treatment purposes. It may be necessary for us to communicate with health care providers providing treatment to you to facilitate that treatment. For example, a provider may request information from us to supplement their own records. It is more likely, however, that a health care provider would receive your protected health information from another health care provider, instead of a plan. Payment Purposes, Your Protected Information may also be used or disclosed for payment purposes. It is necessary for us to use or disclose Protected Information so that we may properly pay for treatment and services provided by your health care providers. For example, we may tell your health care provider about your medical history to determine whether a particular treatment is experimental, investigational, or medically necessary or to determine whether the plan will cover the treatment. We may also share protected health information with another health plan for purposes of coordinating payment of benefits. Health Care Operations. Your Protected Information may also be used for health care operations, which are necessary for the management of the health plan and for proper payment of claims. For example, we may use protected health information in connection with: conducting quality assessment and improvement activities; 2008 - 2009 Salaried Benefits Guide 30 underwriting, premium rating, and other activities relating to plan coverage; conducting or arranging for medical review, legal services, audit services, and fraud and abuse detection programs; business planning and development such as cost management; and business management and general plan administrative activities. We may at times remove information, which could identify you from your record so as to prevent others from teaming who the specific patients are. In addition, we may release your Protected Information to another individual or entity covered by the HIPAA privacy regulations that has a relationship with you for their fraud and abuse detection or compliance purposes, quality assessment and improvement activities, or review, evaluation or training of health care professionals or students. Health Oversight Activities. Your Protected Information may be used or disclosed to a health oversight agency for activities authorized by law. Examples of health oversight activities include audits, investigations, and inspections. In most cases, the oversight activity will be for the purpose of overseeing the health plan and its compliance with certain laws and regulations. Judicial and Administrative Proceedings. If you are involved in a lawsuit or other administrative proceeding, we may release your Protected Information in response to a court or administrative order requesting the release. In some instances, we may also release Protected Information pursuant to a subpoena or discovery request but only if efforts have been made by the requestor to provide you with notice of the request and you have failed to object or the objection was resolved in favor of disclosure, or in the alternative, the requestor has obtained a protective order protecting the requested information. Law Enforcement. We may also release your Protected Information to a law enforcement official upon request. We will give out Protected Information to law enforcement officials only when required or permitted by federal or state law to do so. Workers' Compensation. We are allowed to disclose your Protected Information as authorized and to the extent necessary to comply with laws relating to workers' compensation or other programs providing benefits for work -related injuries or illness without regard to fault. Individuals Involved in Your Care. We may give out your Protected Information to a friend or family member who is helping with your care or with payment for your care. However, prior to sharing your Protected Information in this instance we will first attempt to obtain your verbal or written consent, if feasible. An example when obtaining such consent would not be feasible is if you are involved in a serious accident and unavailable to give your consent and it is necessary for us to speak with your next of kin or other responsible party. As Authorized by Law. We will also disclose your Protected Information for reasons not described above when required by law to do so. More Stringent Laws. Some of your Protected Information may be subject to other laws and regulations and afforded greater protection than what is outlined in this Notice. For instance, HIV/AIDS, substance abuse, and mental health information are often given more protection. In the event your Protected Information is afforded greater protection under federal or state law, we will comply with the applicable law. Your Rlahts. Federal law grants you certain rights with respect to your Protected Information. Specifically, you have the right to: 2008 - 2009 Salaried Benefits Guide 31 • Receive notice of our policies and procedures used to protect your Protected Information; • Request that certain uses and disclosures of your Protected Information be restricted; provided, however, if we may release the information without your consent or authorization, we have the right to refuse your request; • Access to your Protected Information; provided, however, the request must be in writing and may be denied in certain limited situations; • Request that your Protected Information be amended; • Obtain an accounting of certain disclosures by us of your Protected Information for the past six years; • Revoke any prior authorizations or consents for use or disclosure of Protected Information, except to the extent that action has already been taken; and • Request communications of your Protected Information are done by alternative means or at alternative locations. . Important Contact Information. This notice has been provided to you as a summary of how we will use your Protected Information and your rights with respect to your Protected Information. If you have any questions or for more information regarding your Protected Information, please contact Ken Reichart at 214-291-2907. If you believe your privacy rights have been violated, you may file a complaint with our office by contacting Ken Reichart at 214-291-2907. You may also file a complaint with the Secretary of Health and Human Services. There will be no retaliation for the filing of a complaint. Effective Date. This notice becomes effective on October 1, 2007. Please note, we reserve the right to revise this notice at any time. A current notice of our privacy practices may be obtained from Ken Reichart at 214-291-2907. 2008 - 2009 Salaried Benefits Guide 32 E E+S E+C F Standard $ 462.78 $ 1,100.40 $ 998.50 $ 1,588.49 Premium $ 595.94 $ 1,335.32 $ 1,210.97 $ 1,924.55 HRA Plan $ 371.77 $ 817.90 $ 743.55 $ 1,189.67 E E+S E+C F Standard $ 166.83 $ 449.32 $ 406.61 $ 641.47 Premium $ 300.00 $ 684.25 $ 619.09 $ 977.53 HRA Plan $ 75.83 $ 166.83 $ 151.66 $ 242.66 2009 E E+S E+C F Standard $ 295.94 $ 651.07 $ 591.89 $ 947.02 Premium $ 295.94 $ 651.07 $ 591.89 $ 947.02 HRA Plan $ 295.94 $ 651.07 $ 591.89 $ 947.02 Texas LMCI TRACER, Data. 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