First Amendment to Membership Interest Purchase Agreement
EXHIBIT
10.1
First
Amendment to Membership Interest Purchase Agreement
This
First Amendment to Membership Interest Purchase Agreement (this “Amendment”)
is
made and entered into as of December 5, 2006 by and among WestCo LLC, a Florida
limited liability company (the “Buyer”),
C&D IT LLC, a Delaware limited liability company (“C&D”),
EFG
Kirkwood LLC, a Delaware limited liability company (“Kirkwood”)
and
EFG Palisades LLC, a Delaware limited liability company (“Palisades”)
(C&D, Kirkwood and Palisades, each a “Company”
and
together, the “Companies),
and
Wilmington Trust Company, not in its individual capacity but solely as
Liquidating Trustee of each of AFG Investment Trust C Liquidating Trust and
AFG
Investment Trust D, each a Delaware liquidating trust (each a “Seller”
and
together, the “Sellers”).
WHEREAS,
the Buyer, the Companies and the Sellers are parties to that certain Membership
Interest Purchase Agreement dated July 24, 2006 (the “Agreement”);
and
WHEREAS,
the Buyer, the Companies and the Sellers desire to amend the Agreement on the
terms set forth in this Amendment;
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
| 1. |
Amendment
to the Agreement.
The parties hereto agree that Exhibit A to the Agreement is hereby
deleted
in its entirety and replaced with Exhibit
A
attached hereto.
|
| 2. |
WestCo
LLC.
The Agreement and certain of the documents executed and delivered
by the
Buyer in connection therewith have referred incorrectly to the Buyer
as
“West Co LLC”. The Buyer acknowledges and agrees that, notwithstanding
such references, it is bound by all of the terms of the Agreement
and each
other document executed in connection therewith and all such documents
are
in full force and effect with respect to the Buyer. The parties agree
that
all references to “West Co LLC” shall be interpreted to mean “WestCo
LLC”.
|
Except
as
expressly modified hereby, the Agreement remains in full force and
effect.
[The
remainder of this page is left intentionally blank. Signature pages
follow.]
1
IN
WITNESS WHEREOF,
the
parties hereto have duly caused this First
Amendment to Membership Interest Purchase Agreement to be executed, as an
instrument under seal, as of the date first above written.
The
Buyer: WESTCO
LLC
Signature:
_________________________________
Printed
Name: _____________________________
Title:
____________________________________
|
The
Sellers:
|
WILMINGTON
TRUST COMPANY,
not in its individual capacity but solely as Liquidating Trustee
of
|
AFG
INVESTMENT TRUST C LIQUIDATING TRUST
and
AFG
INVESTMENT TRUST D LIQUIDATING TRUST
Signature:
_______________________________
Printed
Name: ____________________________
Title:
___________________________________
The
Companies: C&D
IT LLC
By:
AFG
Investment Trust C Liquidating Trust and AFG Investment Trust C Liquidating
Trust D, its Members and Managers
By:
Wilmington Trust Company, not in its individual capacity but solely as
Liquidating Trustee
Signature:
_________________________________
Printed
Name: ______________________________
Title:
_____________________________________
2
EFG
KIRKWOOD LLC
By:
AFG
XXXX Corp., as Manager
Signature:
_________________________________
Printed
Name: ______________________________
Title:
_____________________________________
EFG
PALISADES LLC
By:
AFG
XXXX Corp., as Manager
Signature:
_________________________________
Printed
Name: ______________________________
Title:
_____________________________________
3
EXHIBIT
A
|
Seller
|
C&D
IT LLC
|
EFG
Kirkwood LLC and
EFG
Palisades LLC
|
TOTAL
|
||||
|
Interest
|
Purchase
Price Allocation (net of Deposit)
|
Deposit
Allocation
|
Interest
|
Purchase
Price Allocation (net of Deposit)
|
Deposit
Allocation
|
||
|
AFG
Investment Trust C Liquidating Trust
|
50%
|
$830,427.63
|
$19,572.37
|
40%
Class A Interest
|
$2,085,238.51
|
$34,761.49
|
$2,939,461.84
|
|
AFG
Investment Trust D Liquidating Trust
|
50%
|
$830,427.63
|
$19,572.37
|
30%
Class A Interest
|
$1,563,906.23
|
$26,093.77
|
$2,470,538.16
|
|
TOTAL:
|
$1,660,855.26
|
$39,144.74
|
70%
Class A Interest
|
$3,649,144.74
|
$60,855.26
|
$5,410,000.00
|
|
4
