11.1.2
POSITIVE CAPITAL ACCOUNTS. SECOND, DISTRIBUTIONS FOR ANY
FISCAL YEAR SHALL BE MADE TO THE MEMBERS IN ACCORDANCE WITH THE MEMBERS'
RESPECTIVE POSITIVE CAPITAL ACCOUNT BALANCES UNTIL SUCH CAPITAL ACCOUNTS ARE
EQUAL TO ZERO.
11.1.3
PERCENTAGE INTERESTS. THIRD, DISTRIBUTIONS FOR ANY FISCAL
YEAR SHALL BE MADE AMONG THE MEMBERS IN ACCORDANCE WITH THEIR RESPECTIVE
PERCENTAGE INTERESTS.
11.2.
DISTRIBUTION OF THE PROCEEDS UPON DISSOLUTION. UPON A
DISSOLUTION OF THE OPERATING COMPANY, EXCEPT AS OTHERWISE PROVIDED IN SECTION
11.4 BELOW, THE NET PROCEEDS OF DISSOLUTION SHALL BE APPLIED AND DISTRIBUTED IN
THE ORDER OF PRIORITY SET FORTH BELOW.
11.2.1
OPERATING COMPANY OBLIGATIONS. FIRST, TOWARDS THE
SATISFACTION OF ALL OUTSTANDING DEBTS AND OTHER OBLIGATIONS OF THE OPERATING
COMPANY, INCLUDING EXPENSES OF DISSOLUTION AND THE ESTABLISHMENT OF ANY RESERVES
DEEMED NECESSARY BY THE MANAGEMENT COMPANY FOR ANY CONTINGENT OR UNFORESEEN
LIABILITIES OR OBLIGATIONS OF THE OPERATING COMPANY.
11.2.2
MEMBER LOANS. SECOND, TOWARDS REPAYMENT OF OUTSTANDING
LOANS, IF ANY, MADE BY MEMBERS TO THE OPERATING COMPANY, PROVIDED, HOWEVER, ANY
AMOUNTS OWED TO EARTHLINK OR SKT HOLDINGS IN CONNECTION WITH THE NOTE PURCHASE
AND SECURITY AGREEMENT AND GUARANTY, DATED JULY 23, 2007, BETWEEN THE OPERATING
COMPANY, THE MANAGEMENT COMPANY, EARTHLINK AND SKT HOLDINGS WILL BE PARI PASU
WITH OBLIGATIONS SET FORTH IN SECTION 11.2.1.
11.2.3
CAPITAL ACCOUNTS. THIRD, PROCEEDS WILL BE DISTRIBUTED TO THE
MEMBERS IN ACCORDANCE WITH THE POSITIVE BALANCES OF THEIR CAPITAL ACCOUNTS UNTIL
SUCH CAPITAL ACCOUNT BALANCES ARE EQUAL TO ZERO.
11.2.4
PERCENTAGE INTERESTS. FOURTH, TO THE MEMBERS IN ACCORDANCE
WITH THEIR RESPECTIVE PERCENTAGE INTERESTS.
11.3.
NO WITHDRAWAL. NO MEMBER MAY WITHDRAW ANY AMOUNT FROM
ITS CAPITAL ACCOUNT EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT.
11.4.
MANDATORY TAX DISTRIBUTION. THE OPERATING COMPANY
SHALL, TO THE EXTENT THAT SUFFICIENT FREE CASH FLOW IS AVAILABLE, DISTRIBUTE TO
EACH MEMBER ON A QUARTERLY BASIS THE PRODUCT OF (I) SUCH MEMBER'S SHARE OF THE
OPERATING COMPANY'S QUARTERLY PROFITS, AND (II) THE HIGHEST MARGINAL FEDERAL
INCOME TAX RATE PLUS FIVE PERCENT (5%). IN THE EVENT THE OPERATING COMPANY'S
FREE CASH FLOW IS INSUFFICIENT TO FUND SUCH DISTRIBUTIONS, THE OPERATING COMPANY
SHALL MAKE DISTRIBUTIONS OF THE FREE CASH FLOW IT HAS, IN PROPORTION TO AMOUNTS
THAT WOULD OTHERWISE BE PAYABLE. NOTWITHSTANDING THE FOREGOING, ANY DISTRIBUTION
TO A COMMON MEMBER PURSUANT TO THIS SECTION 11.4 SHALL BE TREATED AS A
NON-INTEREST BEARING ADVANCE OF ANY DISTRIBUTION TO WHICH SUCH COMMON MEMBER
MIGHT BE ENTITLED TO RECEIVE PURSUANT TO SECTIONS 11.1 OR 11.2 OF THIS
AGREEMENT, WHICH MUST BE REPAID TO THE EXTENT SUCH COMMON MEMBERS ARE NOT
SUBSEQUENTLY ENTITLED TO RECEIVE SUCH DISTRIBUTIONS UNDER SECTIONS 11.1 OR 11.2
OF THIS AGREEMENT. ANY DISTRIBUTIONS TO WHICH COMMON MEMBERS BECOME ENTITLED TO
RECEIVE PURSUANT TO SECTIONS 11.1 OR 11.2 ABOVE SHALL BE WITHHELD TO REPAY ANY
OF THE ADVANCES MADE PURSUANT TO THIS SECTION 11.4.
11.5.
SPECIAL DISTRIBUTION TO MANAGEMENT COMPANY. WHENEVER
ANY DISTRIBUTIONS ARE TO BE MADE TO THE MEMBERS WITH RESPECT TO A FISCAL YEAR
PURSUANT TO SECTION 11.1 ABOVE (BUT
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NOT SECTIONS 11.2 OR 11.4), THE OPERATING