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.
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11.2.2
MEMBER LOANS.
SECOND, TOWARDS REPAYMENT OF OUTSTANDING LOANS, IF
ANY, MADE BY MEMBERS TO THE OPERATING COMPANY.
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 NOT SECTIONS 11.2 OR 11.4), THE OPERATING
COMPANY SHALL DISTRIBUTE TO THE MANAGEMENT COMPANY, FOR (I) EACH HOLDER (WHO IS
NOT THEN AN EMPLOYEE OF THE OPERATING COMPANY) OF UNEXERCISED CLASS A OPTIONS
WHICH ARE VESTED AT THAT TIME AND/OR (II) EACH HOLDER OF CLASS A COMMON STOCK
WHO IS NOT THEN AN EMPLOYEE OF THE OPERATING COMPANY OR A MEMBER, AN AGGREGATE
AMOUNT OF CASH THAT EQUALS THE "EQUIVALENT AMOUNT" WITH RESPECT TO EACH