AMENDMENT NO. 2 TO OPERATING AGREEMENT
--------------------------------------
This Amendment No.2 ("Amendment") dated as of January 7, 2002 to the
Operating Agreement of MILPI Holdings, LLC (the "Company") dated as of December
13, 2000 (the "Operating Agreement"), is made by and among the persons listed on
the signature page hereto (such persons and their respective successors in
office or interest being hereafter referred to individually as a "Member" or
collectively as the "Members").
WHEREAS, pursuant to the Operating Agreement, each Member has agreed
to make capital contributions to the Company at such times and in such amounts
as may be requested and in accordance with the capital contribution percentages
set forth in Schedule A to the Operating Agreement; and
WHEREAS, the Members desire to amend the contribution percentages set
forth in Schedule A to the Operating Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:
1. Amendment of Schedule A. Schedule A is hereby amended in its
-------------------------
entirety and replaced with the new form of Schedule A attached hereto.
2. No Other Amendments. Except as expressly set forth herein, all
-------------------
terms and provisions of the Operating Agreement shall remain unchanged and in
full force and effect.
3. Defined Terms. Capitalized terms used in this Amendment but
--------------
not otherwise defined herein shall have the respective meanings ascribed to them
in the Operating Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth above.
AFG INVESTMENT TRUST A
By: AFG XXXX Corporation, its Managing Trustee
By:
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AFG INVESTMENT TRUST B
By: AFG XXXX Corporation, its Managing Trustee
By:
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AFG INVESTMENT TRUST C
By: AFG XXXX Corporation, its Managing Trustee
By:
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AFG INVESTMENT TRUST D
By: AFG XXXX Corporation, its Managing Trustee
By:
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
MILPI HOLDINGS, LLC
SCHEDULE A
MEMBERS
Initial Capital Revised Total
Name and Initial Capital Initial Capital Contribution Capital Membership
Address of Member* Commitment Contribution Percentage (1) Commitment Interest (2)
---------------------- ---------------- ---------------- ---------------- ----------- ------------
AFG Investment Trust A $ 3,000,000 $ 200,000 10% $ 2,177,572 8.33%
AFG Investment Trust B $ 6,000,000 $ 400,000 20% $ 4,355,144 16.66%
AFG Investment Trust C $ 10,200,000 $ 680,000 34% $ 9,802,944 37.50%
AFG Investment Trust D $ 10,800,000 $ 720,000 36% $ 9,802,944 37.50%
TOTAL $ 30,000,000 $ 2,000,000 100% $26,138,604 100.00%
* Address for each of the Trusts is 00 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, XX
00000
(1) Represents the capital contribution percentage for the Initial Capital
Contribution made on or about December 21, 2000 and for the second capital
contribution made on or about February 7, 2001.
(2) Represents the membership interests of the Members from and after the time
of the third capital contribution.
