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ADDENDUM B <br /> Principles for Maintaining Capital Accounts <br /> (a) The initial Capital Account of each Interest Owner shall be the Initial Capital <br /> Contribution of such Interest Owner. Such Capital Account shall be increased by (i)the amount of cash <br /> and the fair market value of any property contributed to the Company by the Interest Owner (net of any <br /> liabilities assumed by the Company) and (ii) such Interest Owner's allocable share of Company Income <br /> pursuant to Section 6.1. Such Capital Account shall be decreased by (i) the amount of cash and the fair <br /> market value of any property distributed to the Interest Owner by the Company pursuant to Article VII <br /> (net of liabilities assumed by such Interest Owner) and (ii) such Interest Owner's allocable share of Loss <br /> pursuant to Section 6.1. <br /> (b) In addition to the foregoing, the following adjustments shall be made to the Interest <br /> Owners' Capital Accounts: <br /> (i) the book basis of Company assets (including intangible assets such as goodwill) <br /> shall be adjusted upon (A) any new or existing Interest Owner's Capital Contribution of money or other <br /> property (other than a de minimis amount) in exchange for an Ownership Interest in the Company or (B) <br /> in liquidation of the Company or a distribution to an Interest Owner of money or other property (other <br /> than a de minimis amount)in consideration for an Ownership Interest in the Company. In that event,the <br /> Capital Accounts of all Interest Owners shall be adjusted simultaneously to reflect the aggregate <br /> adjustment in accordance with the following rules: (1) the adjustments shall be based on the fair market <br /> value of Company property(taking Section 7701(g) of the Code into account) on the date of adjustment; <br /> and (2) the adjustments reflect the manner in which the unrealized income, gain, loss, or deduction <br /> inherent in such property (that has not been reflected in the Capital Accounts previously) would be <br /> allocated among the Interest Owners if there were a taxable disposition of such property for such fair <br /> market value on that date. Thereafter, the Interest Owners' Capital Accounts shall be adjusted in <br /> accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g) for allocations to the Interest Owners <br /> of depreciation, depletion, amortization, and gain or loss, as computed for book purposes, with respect to <br /> such property; and the Interest Owners' distributive shares of depreciation, depletion, amortization, and <br /> gain or loss, as computed for tax purposes,with respect to such property shall be determined so as to take <br /> account of the variation between the adjusted tax basis and book value of such property in the same <br /> manner as under Section 704(c)of the Code. <br /> (ii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), upon any <br /> actual or deemed distribution to an Interest Owner of any Company property (other than cash or cash <br /> equivalents),the Capital Accounts of all Interest Owners shall, immediately prior to any such distribution, <br /> be credited or debited to reflect any unrealized gain or unrealized loss attributable to such distributed <br /> property, as if such unrealized gain or unrealized loss had been recognized in a sale of such property <br /> immediately prior to such distribution for an amount equal to the fair market value of such property, and <br /> had been allocated to the Interest Owners at such time pursuant to the provisions of this Agreement. <br /> (c) The provisions of this Addendum B and other portions of this Agreement relating to the <br /> proper maintenance of Capital Accounts are designed to comply with the general requirements of <br /> Treasury Regulation Section 1.704-1(b)(2)(iv). The Interest Owners intend that such provisions be <br /> interpreted and applied in a manner consistent with such Treasury Regulations. <br /> B-1 <br />