ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, IN PREFERENCE TO ANY OTHER DISTRIBUTIONS PURSUANT TO THIS
SECTION 3.4, THE MEMBERS SHALL CAUSE THE COMPANY TO DISTRIBUTE CASH OF THE
COMPANY TO ITS MEMBERS ON A QUARTERLY (OR OTHER REASONABLE) BASIS EQUAL TO THE
PRODUCT OF (I) EACH MEMBER'S DISTRIBUTIVE SHARE OF THE COMPANY'S TAXABLE INCOME
(DETERMINED WITHOUT REGARD TO THE ELECTION MADE UNDER SECTION 754 OF THE CODE)
FOR THE CURRENT YEAR AND (II) THE MAXIMUM INDIVIDUAL TAX RATES FOR FEDERAL
TAXPAYERS AND GEORGIA TAXPAYERS (THE "TAX DISTRIBUTIONS"); PROVIDED, THAT, NO
MEMBER WILL RECEIVE A TAX DISTRIBUTION UNLESS SUCH MEMBER'S ALLOCATION OF THE
COMPANY'S TAXABLE INCOME EXCEEDS ALL PRIOR CUMULATIVE ALLOCATIONS OF THE
COMPANY'S TAXABLE LOSSES AND PROVIDED FURTHER THAT IF A MEMBER RECEIVES A TAX
DISTRIBUTION FOR A PARTICULAR YEAR THAT IS GREATER THAN ANY DISTRIBUTION TO
WHICH THAT MEMBER IS ENTITLED UNDER SECTION 3.4(A), THAT MEMBER WILL CONTRIBUTE
TO THE COMPANY AN AMOUNT EQUAL TO THE PORTION OF THE AGGREGATE AMOUNT OF ANY TAX
DISTRIBUTION(S) RECEIVED BY SUCH MEMBER WHICH EXCEED THE AMOUNT OF TAX WHICH IS
CALCULATED AS PROVIDED ABOVE AND IS ATTRIBUTABLE TO SUCH MEMBER'S ALLOCABLE
SHARE OF THE COMPANY'S TAXABLE INCOME FOR SUCH YEAR.
FOR PURPOSES OF
SECTION 3.4(A) HEREOF, A TAX DISTRIBUTION SHALL BE DEEMED TO BE A DISTRIBUTION
AT THE TIME OF SUCH TAX DISTRIBUTION AND SHALL REDUCE THE AMOUNT OF EACH
SUBSEQUENT DISTRIBUTION TO ANY MEMBER RECEIVING SUCH TAX DISTRIBUTION BY THE
AMOUNT OF ANY SUCH TAX DISTRIBUTION.
(E)
EXHIBIT 3.4(E) HERETO SETS FORTH THE
PORTION OF "5% EQUITY" (AS SET FORTH ON THE CLOSING BALANCE SHEET (AS DEFINED IN
THE PURCHASE AGREEMENT)) ALLOCATED TO EACH OF THE PERSONS SET FORTH ON SUCH
EXHIBIT (SUCH EXHIBIT, THE "PRE-CLOSING MEMBER SCHEDULE").
NO LATER THAN 5 DAYS
AFTER THE FINALIZATION OF THE CLOSING BALANCE SHEET PURSUANT TO SECTION 5.11 OF
THE PURCHASE AGREEMENT, THE COMPANY SHALL UPDATE THE PRE-CLOSING MEMBER
SCHEDULE TO SET FORTH THE FINAL AMOUNT OF 5% EQUITY AND DIVIDENDS PAYABLE (AS
EACH SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT) ON THE COMPANY'S CLOSING
BALANCE SHEET AND THE PORTION OF EACH SUCH AMOUNT ALLOCATED TO EACH OF THE
PERSONS LISTED ON SUCH SCHEDULE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, PRIOR TO ANY DISTRIBUTION PURSUANT TO SECTION 3.4(A) BUT IN
ACCORDANCE WITH THE LAST PARAGRAPH OF SECTION 3.4(A), THE COMPANY SHALL
DISTRIBUTE CASH TO THE PERSONS SET FORTH ON THE PRE-CLOSING MEMBER SCHEDULE IN
THE AMOUNTS SET FORTH OPPOSITE EACH SUCH PERSON'S NAME (COLLECTIVELY, THE
"ACCRUED DISTRIBUTIONS").
SUCH AMOUNTS SHALL BE DISTRIBUTED FIRST, IN
SATISFACTION OF THE 5% EQUITY AMOUNTS AND SECOND IN SATISFACTION OF THE
DIVIDENDS PAYABLE AMOUNTS ALLOCATED TO EACH SUCH PERSON.
11
(F)
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, ANY PBT WHICH HAS BEEN ALLOCATED TO THE TRANSFERRED
UNITS OF A SELLING MEMBER PURSUANT TO SECTION 3.5(C) SHALL, SUBJECT TO
SECTION 3.4(B), BE DISTRIBUTED TO SUCH SELLING MEMBER IN ACCORDANCE WITH
SECTION 3.4(A) AS IF SUCH SELLING MEMBER OWNED UNITS.
Section 3.5
Allocation of