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APPENDIX
MFV’s operating agreement provided in pertinent part:
SECTION I
DEFINED TERMS
* * * * * * *
“Adjusted Capital Balance” means, as of any day,
an Interest Holder’s total Capital Contributions less
all amounts actually distributed to the Interest Holder
pursuant to Sections 4.2.3.4.1 and 4.4 hereof. If any
Interest is transferred in accordance with the terms of
this Agreement, the transferee shall succeed to the
Adjusted Capital Balance of the transferor to the
extent the Adjusted Capital Balance relates to the
Interest transferred.
* * * * * * *
“Capital Account” means the account to be
maintained by the Company for each Interest Holder in
accordance with the following provisions:
(i) an Interest Holder’s Capital Account shall be
credited with the Interest Holder’s Capital
Contributions, the amount of any Company liabilities
assumed by the Interest Holder (or which are secured by
Company property distributed to the Interest Holder),
the Interest Holder’s allocable share of Profit, and
any item in the nature of income or gain specially
allocated to the Interest Holder pursuant to the
provisions of Section IV (other than Section 4.3.3);
and
(ii) an Interest Holder’s Capital Account shall be
debited with the amount of money and the fair market
value of any Company property distributed to the
Interest Holder, the amount of any liabilities of the
Interest Holder assumed by the Company (or which are
secured by property contributed by the Interest Holder
to the Company), the Interest Holder’s allocable share
of Loss, and any item in the nature of expenses or
losses specially allocated to the Interest Holder
pursuant to the provisions of Section IV (other than
Section 4.3.3).
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Last modified: March 27, 2008