VALUE IS GREATER THAN THE SUM OF THE AGGREGATE UNRETURNED CAPITAL AND UNPAID
SERIES A YIELD OF THE SERIES A COMMON UNITS AND THE AGGREGATE UNRETURNED CAPITAL
OF THE SERIES B COMMON UNITS AS OF THE DATE OF SUCH ISSUANCE, THEN SUCH SERIES C
COMMON UNIT SHALL HAVE A "THRESHOLD EQUITY VALUE" EQUAL TO THE SUM OF (X) THE
EQUITY VALUE OF THE COMPANY IMMEDIATELY PRIOR TO SUCH ISSUANCE, PLUS (Y) THE
AGGREGATE DISTRIBUTIONS PURSUANT TO SECTION 4.2(B)(I) AND (II) MADE PRIOR TO
SUCH ISSUANCE.
SUCH THRESHOLD EQUITY VALUE SHALL BE CALCULATED BY THE BOARD AND
SET FORTH ON THE SCHEDULE OF MEMBERS.
4
(D)
CAPITAL CONTRIBUTIONS.
IN CONNECTION WITH ANY ISSUANCE OF
ADDITIONAL UNITS OR OTHER INTERESTS IN THE COMPANY, THE ACQUIRING PERSON SHALL
IN EXCHANGE FOR SUCH UNITS OR OTHER INTERESTS MAKE CAPITAL CONTRIBUTIONS TO THE
COMPANY IN AN AMOUNT, IF ANY, SPECIFIED BY THE BOARD.
(E)
RECORD OF ADDITIONAL ISSUANCES; AMENDMENTS.
IN CONNECTION WITH
ANY ISSUANCE OF ADDITIONAL UNITS OR OTHER INTERESTS IN THE COMPANY, THE BOARD
SHALL AMEND THE SCHEDULE OF MEMBERS AS NECESSARY TO REFLECT SUCH ADDITIONAL
ISSUANCES (INCLUDING THE NUMBER AND CLASS OF UNITS AND CAPITAL CONTRIBUTIONS OF
THE ACQUIRING PERSON), AND SHALL HAVE THE POWER TO MAKE ANY OTHER AMENDMENTS TO
THIS AGREEMENT AS IT DEEMS NECESSARY TO AUTHORIZE ANY SUCH UNITS OR OTHER
SECURITIES, PROVIDE FOR THE RELATIVE RIGHTS, POWERS, PREFERENCES, DUTIES,
LIABILITIES AND OBLIGATIONS THEREOF, OR OTHERWISE REFLECT OR PROVIDE FOR SUCH
ADDITIONAL ISSUANCES.
(F)
COUNTERPARTS.
AS OF THE DATE HEREOF, EACH MEMBER HAS EXECUTED A
COUNTERPART OF THIS AGREEMENT.
SUBJECT TO THE RESTRICTIONS IN ARTICLE X, UPON
THE ACQUISITION OF ANY UNITS OR OTHER INTERESTS IN THE COMPANY BY A PERSON WHO
IS NOT A MEMBER, SUCH PERSON SHALL EXECUTE AND DELIVER A COUNTERPART OF THIS
AGREEMENT AND, SUBJECT TO COMPLIANCE WITH THE CONDITIONS SET FORTH IN SECTION
10.7 OR 10.8 HEREOF, AS APPLICABLE, SUCH PERSON SHALL BECOME A MEMBER HEREUNDER
AND SHALL BE LISTED AS A MEMBER ON THE SCHEDULE OF MEMBERS, TOGETHER WITH SUCH
MEMBER'S ADDRESS, NUMBER AND CLASS OF UNITS AND AMOUNT OF CAPITAL CONTRIBUTIONS.
ARTICLE III
CAPITAL ACCOUNTS
3.1
Establishment and Determination of Capital Accounts.
A capital
account ("Capital Account") shall be established for each Holder.
The Capital
Account of each Holder shall consist of its initial Capital Contribution and
shall be (a) increased by (i) any additional Capital Contributions made by such
Holder pursuant to the terms of this Agreement and (ii) such Holder's share of
items of income and gain allocated to such Holder pursuant to Article IV,
(b) decreased by (i) such Holder's share of items of loss, deduction and expense
allocated to such Holder pursuant to Article IV and (ii) any Distributions to
such Holder of cash or the fair market value of any other property (net of
liabilities assumed by such Holder and liabilities to which such property is
subject) distributed to such Holder and (c) adjusted as otherwise required by
the Code and the regulations thereunder, including, but not