Earthlink 2007 Annual Report Download - page 121

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Exhibit 10.30
Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of HELIO LLC
This Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of Helio LLC is entered into on this
28th day of February 2008 (this " Second Amendment ") by and between SK Telecom USA Holdings, Inc., a Delaware corporation,
EarthLink, Inc., a Delaware corporation, Helio, Inc., a Delaware corporation, and HELIO LLC, a Delaware limited liability company (the "
Operating Company "). All capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement, as defined below.
RECITALS
WHEREAS, the parties hereto entered into the Second Amended and Restated Limited Liability Company Agreement of Helio LLC, dated
November 12, 2007, and subsequently entered into an Amendment to the Second Amended and Restated Limited Liability Company Agreement
of HELIO LLC, dated November 16, 2007 (hereinafter referred to collectively as the " Agreement "); and
WHEREAS, the parties hereto mutually desire to clarify and adjust the impact of certain events on the rights and obligations of the
Members of the Operating Company as described in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the parties
hereto agree and amend the Agreement as follows:
ARTICLE 1
DEFINITIONS
1.1 Amended Definitions. For purposes of this Second Amendment and the Agreement, as amended, the following terms shall have
the meanings set forth beside them in this Section 1.2 in lieu of the meanings set forth beside such terms in the Agreement:
"Agreement" shall have the meaning set forth in the Recitals to the Second Amendment, as amended by the Second Amendment
and such other amendments thereafter entered into from time to time.
"Change of Control"
shall mean (i) a Management Company Change in Control or (ii) an Operating Company Change in Control.
"Control" (and "Controlling" and "Controlled "), as used with respect to any Entity, shall mean possession, directly or
indirectly, of the power to direct or cause the direction of management policies of such Entity through the ownership of voting securities
or by contract.
"Person" means any human being, firm, corporation, partnership, or other entity. "Person" also includes any human being, firm,
corporation, partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. For purpose of the definition of
Change of Control and the defined terms referenced therein, the term "Person" does not include the Management Company, the
Operating Company or any of their Affiliates, and the term Person does not include any employee-benefit plan maintained by the
Management Company, the Operating Company or any of their Affiliates, or any person or entity organized, appointed, or established by
the Management Company, the Operating Company or any of their Affiliates for or pursuant to the terms of any such employee-benefit
plan, unless the Board determines that such an employee-benefit plan or such person or entity is a "Person".