MEMBER PURSUANT TO THIS ARTICLE 8 SHALL, WITHOUT THE
NEED FOR APPROVAL BY ANY OTHER PARTY TO THIS AGREEMENT, BECOME A PARTY TO THIS
AGREEMENT BY EXECUTING AND DELIVERING A JOINDER SIGNATURE PAGE HERETO IN THE
FORM OF EXHIBIT A HERETO WHEREUPON SUCH PERSON SHALL BE DEEMED A "MEMBER" FOR
ALL PURPOSES OF THIS AGREEMENT AND SHALL AUTOMATICALLY BE ADDED TO SCHEDULE
9.1.1 HERETO.
8.4.
ACCEPTANCE OF PRIOR ACTS. ANY PERSON WHO BECOMES
AN ADDITIONAL MEMBER OR A NEW MEMBER, ACCEPTS, RATIFIES AND AGREES TO BE BOUND
BY ALL ACTIONS DULY TAKEN PURSUANT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT
BY THE OPERATING COMPANY PRIOR TO THE DATE IT BECAME AN ADDITIONAL MEMBER OR A
NEW MEMBER AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPECIFICALLY
RATIFIES AND APPROVES ALL AGREEMENTS AND OTHER INSTRUMENTS AS MAY HAVE BEEN
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EXECUTED AND DELIVERED ON BEHALF OF THE OPERATING COMPANY PRIOR TO SAID DATE AND
WHICH ARE IN FORCE AND EFFECT ON SAID DATE.
ARTICLE 9
CAPITAL CONTRIBUTIONS AND
CAPITAL ACCOUNTS
9.1.
CAPITAL CONTRIBUTIONS.
9.1.1
INITIAL CAPITAL CONTRIBUTIONS. AT THE CONTRIBUTION
CLOSING, THE INITIAL MEMBERS CONTRIBUTED CAPITAL, OR MADE A COMMITMENT TO
CONTRIBUTE CAPITAL, TO THE OPERATING COMPANY IN THE FORM AND AMOUNT REQUIRED
UNDER THE CONTRIBUTION AND FORMATION AGREEMENT. IN EXCHANGE FOR SUCH CAPITAL
CONTRIBUTIONS AND THE COMMITMENT OF EACH INITIAL MEMBER TO MAKE ALL FUTURE
CAPITAL CONTRIBUTIONS REQUIRED UNDER THE CONTRIBUTION AND FORMATION AGREEMENT
(EACH AN "INITIAL CAPITAL CONTRIBUTION"), THE OPERATING COMPANY ISSUED
MEMBERSHIP UNITS TO THE INITIAL MEMBERS AT THE CONTRIBUTION CLOSING IN THE
AMOUNTS SET FORTH ON SCHEDULE 9.1.1, HEREOF. ADDITIONAL INITIAL CAPITAL
CONTRIBUTIONS BY AN INITIAL MEMBER IN ACCORDANCE WITH THE CONTRIBUTION AND
FORMATION AGREEMENT SHALL NOT RESULT IN THE ISSUANCE OF ANY ADDITIONAL
MEMBERSHIP UNITS OR ANY MODIFICATION TO THE PERCENTAGE INTEREST OF EACH INITIAL
MEMBER SET FORTH ON SCHEDULE 9.1.1, PROVIDED, HOWEVER, THE CONTRIBUTING INITIAL
MEMBER'S BASIS IN THE MEMBERSHIP UNITS ISSUED TO SUCH INITIAL MEMBER AT THE
INITIAL CONTRIBUTION CLOSING SHALL BE INCREASED BY THE VALUE OF SUCH FUTURE
INITIAL CAPITAL CONTRIBUTIONS. THE MEMBERS SHALL ADOPT A REVISED SCHEDULE 9.1.1
REFLECTING THE THEN CURRENT PERCENTAGE INTERESTS OF THE MEMBERS UPON THE
OCCURRENCE OF EITHER OF THE FOLLOWING: (A) THE ADMISSION OF AN ADDITIONAL MEMBER
PURSUANT TO SECTION 8.1; (B) THE ADMISSION OF A NEW MEMBER PURSUANT TO SECTION
8.2; OR (C) CONTRIBUTION OF ADDITIONAL CAPITAL PURSUANT TO SECTION 9.1.2 OR
9.1.3.
9.1.2
REQUIRED ADDITIONAL CAPITAL CONTRIBUTIONS. AS OF THE
DATE HEREOF, SKT HOLDINGS SHALL CONTRIBUTE TO THE OPERATING COMPANY AN AGGREGATE
AMOUNT OF SEVENTY MILLION DOLLARS ($70,000,000) (THE "SKT REQUIRED
CONTRIBUTION"). IN EXCHANGE FOR THE SKT REQUIRED CONTRIBUTION, THE OPERATING
COMPANY WILL ISSUE PREFERRED MEMBERSHIP UNITS TO SKT HOLDINGS IN THE AMOUNTS SET
FORTH ON SCHEDULE 9.1.2. PRIOR TO DECEMBER 31, 2009, SKT HOLDINGS MAY ALSO
CONTRIBUTE UP TO AN ADDITIONAL TWO HUNDRED MILLION DOLLARS ($200,000,000) (THE
"SKT CONTRIBUTION RIGHT") ON THE TERMS SET FORTH ON SCHEDULE 9.1.2. THE PAYMENT
OF THE SKT REQUIRED CONTRIBUTION AND A WRITTEN COMMITMENT MADE BY SKT