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GIS » Topics » 3.1 Profits.

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

        3.1     Profits.

        After giving effect to the special allocations set forth in Sections 3.3 and 3.4, Profits for any Allocation Year shall be allocated in the following order and priority:

        (a)    First, to the Class A Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative amount of the Class A Limited Member Preferred Return for each such Class A Limited Member from May 24, 2002 through the last day of such Allocation Year, over (ii) the cumulative Profits allocated to such Class A Limited Member pursuant to this Section 3.1(a) for all prior Allocation Years;

        (b)    Second, to the Class A Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the excess, if any, of (A) the cumulative Depreciation specially allocated to each such Class A Limited Member pursuant to Section 3.3(h) for the current and all prior Allocation Years during the then current Measurement Period, over (B) the cumulative items of gain specially allocated to such Class A Limited Member pursuant to Section 3.3(j)(v)(1) for the current and all prior Allocation Years during the then current Measurement Period, over (ii) the cumulative Profits allocated to such Class A Limited Member pursuant to this Section 3.1(b) for all prior Allocation Years during the then current Measurement Period;

        (c)    Third, to the Class B Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative amount of each such Class B Limited Member Preferred Return from May 24, 2002 through the last day of such Allocation Year, over (ii) the cumulative Profits allocated to such Class B Limited Member pursuant to this Section 3.1(c) for all prior Allocation Years;

        (d)    Fourth, to the Class B Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the excess, if any, of (A) the cumulative Depreciation specially allocated to each such Class B Limited Member pursuant to Section 3.3(h) for the current and all prior Allocation Years during the then current Measurement Period, over (B) the cumulative items of gain specially allocated to such Class B Limited Member pursuant to Section 3.3(j)(v)(2) for the current and all prior Allocation Years during the then current Measurement Period, over (ii) the cumulative Profits allocated to such Class B Limited Member pursuant to this Section 3.1(d) for all prior Allocation Years during the then current Measurement Period;

        (e)    Fifth, to the Class A Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative Losses allocated to each such Class A Limited Member pursuant to Sections 3.2(d), 3.2(e), and 3.2(f) for all prior Allocation Years



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during the then current Measurement Period, over (ii) the cumulative Profits allocated to such Class A Limited Member pursuant to this Section 3.1(e) for all prior Allocation Years during the then current Measurement Period;

        (f)    Sixth, to the Class B Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative Losses allocated to each such Class B Limited Member pursuant to Sections 3.2(d) and 3.2(e) for all prior Allocation Years during the then current Measurement Period, over (ii) the cumulative Profits allocated to such Class B Limited Member pursuant to this Section 3.1(f) for all prior Allocation Years during the then current Measurement Period;

        (g)    Seventh, to the Managing Member in an amount equal to the excess, if any, of (i) the First Baseline Amount for the Allocation Year, over (ii) the cumulative Profits allocated pursuant to Section 3.1(a) through (f), inclusive, for the current Allocation Year;

        (h)    Eighth, 95% to the Managing Member, 0.57% to the Class A Limited Members in proportion to their Preferred Return Capital, and 4.43% to the Class B Limited Members in proportion to their Preferred Return Capital in an amount equal to the excess, if any, of (i) the Second Baseline Amount for the Allocation Year, over (ii) the First Baseline Amount for the Allocation Year; provided that, for the Allocation Year ending in which the Closing Date occurs, the Profits allocable pursuant to this Section 3.1(h) shall be allocated as follows:

                (i)    An amount equal to the product of (x) such Profits times (y) a fraction, the numerator of which is the number of days from (and including) the first day of such Allocation Year to (but excluding) the Closing Date, and the denominator of which is the total number of days in such Allocation Year, shall be specially allocated 95% to the Managing Member, 1.3% to the Class A Limited Members in proportion to their Preferred Return Capital, and 3.7% to the Class B Limited Members in proportion to their Preferred Return Capital; and

                (ii)    An amount equal to the excess of (x) the amount of such Profits over (y) the amount of such Profits allocated pursuant to clause (i) above, shall be specially allocated 95% to the Managing Member, 0.57% to the Class A Limited Members in proportion to their Preferred Return Capital, and 4.43% to the Class B Limited Members in proportion to their Preferred Return Capital; and

        (i)    Ninth, the balance, if any, 96% to the Managing Member, 0.46% to the Class A Limited Members in proportion to their Preferred Return Capital, and 3.54% to the Class B Limited Members in proportion to their Preferred Return Capital provided that, for the Allocation Year in which the Closing Date occurs, the Profits allocable pursuant to this Section 3.1(i) shall be allocated as follows:

                (i)    An amount equal to the product of (x) such Profits times (y) a fraction, the numerator of which is the number of days from (and including) the first day of such Allocation Year to (but excluding) the Closing Date, and the denominator of which is the total number of days in such Allocation Year, shall be specially allocated 96% to the Managing Member, 1.04% to the Class A Limited Members in proportion to their Preferred Return Capital, and 2.96% to the Class B Limited Members in proportion to their Preferred Return Capital; and



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                (ii)    An amount equal to the excess of (x) the amount of such Profits over (y) the amount of such Profits allocated pursuant to clause (i) above, shall be specially allocated 96% to the Managing Member, 0.46% to the Class A Limited Members in proportion to their Preferred Return Capital, and 3.54% to the Class B Limited Members in proportion to their Preferred Return Capital.

"3.1 Profits." elsewhere:

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