PAID IN FULL (OR A SUM
SUFFICIENT FOR SUCH FULL PAYMENT IS NOT SET APART) ON THE PREFERRED UNITS, ALL
DISTRIBUTIONS AUTHORIZED FOR THE PAYMENT TO THE HOLDERS OF PREFERRED UNITS SHALL
BE AUTHORIZED AND PAID PRO RATA BASED ON THE NUMBER OF PREFERRED UNITS THEN
OUTSTANDING.
1.3.6
ANY DISTRIBUTION PAYMENT MADE ON THE PREFERRED
UNITS SHALL FIRST BE CREDITED AGAINST THE EARLIEST ACCRUED BUT UNPAID
DISTRIBUTION DUE WITH RESPECT TO SUCH PREFERRED UNITS WHICH REMAINS PAYABLE.
HOLDERS OF THE PREFERRED UNITS SHALL NOT BE ENTITLED TO ANY DISTRIBUTION,
WHETHER PAYABLE IN CASH, PROPERTY OR UNITS, IN EXCESS OF FULL CUMULATIVE
DISTRIBUTIONS ON THE PREFERRED UNITS AS DESCRIBED ABOVE.
1.4
LIQUIDATION PREFERENCE.
1.4.1
SUBJECT TO SECTION 1.4.6 BELOW, UPON ANY VOLUNTARY
OR INVOLUNTARY LIQUIDATION, DISSOLUTION OR WINDING UP OF THE AFFAIRS OF THE
COMPANY (EACH A "LIQUIDATION EVENT"), THE HOLDERS OF PREFERRED UNITS THEN
OUTSTANDING ARE ENTITLED TO BE PAID, OUT OF THE ASSETS OF THE COMPANY LEGALLY
AVAILABLE FOR DISTRIBUTION TO ITS MEMBERS, A PREFERENTIAL
B-3
LIQUIDATION DISTRIBUTION EQUAL TO THE SUM OF THE FOLLOWING (COLLECTIVELY, THE
"LIQUIDATION PREFERENCE"): (I) $1,000.00 PER PREFERRED UNIT, (II) ALL ACCRUED
AND UNPAID DISTRIBUTIONS THEREON THROUGH AND INCLUDING THE DATE OF PAYMENT, AND
(III) IF THE LIQUIDATION EVENT OCCURS BEFORE THE REDEMPTION PREMIUM (AS DEFINED
BELOW) RIGHT EXPIRES THE PER UNIT REDEMPTION PREMIUM IN EFFECT ON THE DATE OF
PAYMENT OF THE LIQUIDATION PREFERENCE, BEFORE ANY DISTRIBUTION OF ASSETS IS MADE
TO HOLDERS OF ANY JUNIOR INTERESTS.
1.4.2
IF UPON ANY LIQUIDATION EVENT THE AVAILABLE ASSETS
OF THE COMPANY ARE INSUFFICIENT TO PAY THE FULL AMOUNT OF THE LIQUIDATION
PREFERENCE ON ALL OUTSTANDING PREFERRED UNITS, THE HOLDERS OF COMMON UNITS SHALL
CONTRIBUTE BACK TO THE COMPANY ANY DISTRIBUTIONS OR OTHER PAYMENTS RECEIVED FROM
THE COMPANY IN CONNECTION WITH A LIQUIDATION EVENT TO THE EXTENT NECESSARY TO
ENABLE THE COMPANY TO PAY ALL SUMS PAYABLE TO THE HOLDERS OF THE PREFERRED UNITS
PURSUANT TO THIS AGREEMENT.
IF, NOTWITHSTANDING THE FUNDS RECEIVED FROM THE
HOLDERS OF COMMON UNITS PURSUANT TO THE PREVIOUS SENTENCE, THE AVAILABLE ASSETS
OF THE COMPANY ARE STILL INSUFFICIENT TO PAY THE FULL AMOUNT PAYABLE HEREUNDER
WITH RESPECT TO ALL OUTSTANDING PREFERRED UNITS, THEN THE HOLDERS OF THE
PREFERRED UNITS SHALL SHARE RATABLY IN ANY DISTRIBUTION OF ASSETS IN PROPORTION
TO THE FULL LIQUIDATION PREFERENCE TO WHICH THEY WOULD OTHERWISE BE RESPECTIVELY
ENTITLED.
1.4.3
AFTER PAYMENT OF THE FULL AMOUNT OF THE LIQUIDATION
PREFERENCE TO WHICH THEY ARE ENTITLED, THE HOLDERS OF PREFERRED UNITS WILL HAVE
NO RIGHT OR CLAIM TO ANY OF THE REMAINING ASSETS OF THE COMPANY.
1.4.4
UPON THE COMPANY'S PROVISION OF WRITTEN NOTICE AS
TO THE EFFECTIVE DATE OF ANY LIQUIDATION EVENT, ACCOMPANIED BY A CHECK IN THE
AMOUNT OF THE FULL LIQUIDATION PREFERENCE TO WHICH EACH RECORD HOLDER OF THE
PREFERRED UNITS IS ENTITLED, THE PREFERRED UNITS SHALL NO LONGER BE DEEMED
OUTSTANDING MEMBERSHIP INTERESTS OF THE COMPANY AND ALL RIGHTS OF THE HOLDERS OF
SUCH PREFERRED UNITS WILL TERMINATE.
SUCH NOTICE SHALL BE GIVEN BY