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GIS » Topics » 3.7 Adjustment of Allocations Upon Conversion of Class A Limited Membership Interests.

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

        3.7     Adjustment of Allocations Upon Conversion of Class A Limited Membership Interests.

        In the event that any Class A Limited Membership Interests are converted into Class B Limited Membership Interests at any time in the future, the sharing percentages set forth in Sections 3.1(h), 3.1(i), 3.3(e), 3.3(h), 3.3(j)(vi), 3.3(j)(vii), 3.3(j)(viii), and 3.3(j)(ix) shall be adjusted to reflect such conversion in accordance with this Section 3.7. The percentage of Profits, Losses, gain, or loss otherwise allocated to the Class A Limited Members pursuant to any of the above listed provisions shall be reduced by subtracting from the relevant pre-conversion percentage an amount (expressed as a percentage) equal to the product of (i) the relevant pre-conversion percentage, times (ii) a fraction (expressed as a percentage), the numerator of which is the Preferred Return Capital attributable to the Class A Limited Member ship Interests being converted, and the denominator of which is the aggregate Preferred Return Capital of the Class A Limited Members immediately prior to such conversion. The amount derived in the preceding sentence shall be added to the relevant pre-conversion percentage applicable to the Class B Limited Membership Interests. By way of example, if Class A Limited Membership Interests



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with an aggregate Preferred Return Capital of $50 million were converted into Class B Limited Membership Interests at a time when the aggregate Preferred Return Capital of all Class A Limited Membership Interests was $200 million, the percentage of Profits allocated to the Class A Limited Members pursuant to Section 3.1(h) hereof subsequent to the conversion would be reduced from 0.57% to 0.43% (i.e., 0.57% - [0.57 x ($50 million / $200 million]).

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