Earthlink 2007 Annual Report Download - page 124

of Control resulting in proceeds to the Operating Company and/or Management Company, based on factors, including, but not limited to,
the structure of such transaction, the amount of proceeds generated thereby, and the Total Outstanding Shares at the time of the Type C
Triggering Event, and (ii) if otherwise in relation to liquidation and dissolution of the Operating Company and/or Management Company,
based on factors, including, but not limited to, the likely liquidation value realizable from the assets of the entity or entities, the
anticipated time to completion of the liquidation and dissolution process, and the Total Outstanding Shares at the time of the Type C
Triggering Event. The Type C Triggering Event Fee shall be a current obligation of the Operating Company payable prior to any
distributions made pursuant to Article 11
; if the Type C Triggering Event results in receipt of proceeds by the Operating Company or the
Management Company, whether cash, securities or other property, and such proceeds are received prior to the execution of the Special
Management Services Agreement, the proceeds shall be placed in escrow until such time as the parties consummate the Special
Management Services Agreement. If the parties fail to enter a Special Management Services Agreement within thirty (30) days from the
Type C Triggering Event and the Management Company has negotiated in good faith with the Operating Company for the full thirty (30)
day period, then, notwithstanding Article 11 , including Sections 11.1 and 11.2 , if and as applicable, each Member shall receive the
same distribution(s) in relation to such Type C Triggering Event as such Member would have been entitled to receive if that Member's
Membership Units had been automatically exchanged upon such Type C Triggering Event to Class A Common Stock, consistent with the
procedures set forth in Section 15.1 .
2.2 Distributions . The introduction to Section 11.1 is hereby deleted in its entirety and replaced as follows:
11.1 Distributions . Except as otherwise provided in Sections 4.7, 11.2, 11.4, 11.5 and 11.6 below, all distributions to
Members with respect to each Fiscal Year shall be made, at such time and in such amounts, if any, as the Management Company shall
determine, as follows:
2.3 Winding Up. Section 13.4 of the Agreement is hereby deleted in its entirety and replaced with the following:
13.4 Winding Up . In the event of the dissolution of the Operating Company for any reason, the Management Company shall
proceed promptly to wind up the affairs and liquidate the assets of the Operating Company. Subject to Section 4.7 and except as
otherwise provided in this Agreement, the Members shall continue to share distributions and allocations during the period of liquidation
in the same manner as before dissolution. The Management Company shall have complete discretion to determine the time, manner and
terms of any sale of the Operating Company property pursuant to such liquidation.
ARTICLE 3
AFFIRMATION OF TERMS
3.1 Effectiveness. This Second Amendment shall be valid and effective on and from February 28, 2008. All of the other terms and
conditions of the Agreement, unless otherwise expressly amended herein, shall remain in full force and effect.
SIGNATURE PAGE FOLLOWS
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