EXHIBIT 2.1
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY INTEREST PURCHASE AND
CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY INTEREST PURCHASE
AND CONTRIBUTION AGREEMENT ("Amendment") is made and entered into as of the
___ day of December, 1999, by and among Allied Products Corporation, a
Delaware corporation ("Allied"), Xxxx Hog Investors, L.L.C., a Delaware
limited liability company ("Crown"), and Xxxx Hog, L.L.C., a Delaware limited
liability company (the "Company"). Unless otherwise defined herein,
capitalized terms used herein shall have the same meanings assigned to them
in the Limited Liability Company Interest Purchase and Contribution Agreement
dated as of October 21, 1999 (the "Agreement") between Allied, Crown and the
Company.
WITNESSETH:
WHEREAS, Allied, Crown and the Company entered into the Agreement,
which provides for (i) Allied selling, contributing, transferring and
assigning to the Company the Purchased Assets subject solely to the Assumed
Liabilities; (ii) Allied selling to Crown eighty and one-tenth percent
(80.10%) of the limited liability company interests in the Company; and (iii)
Crown and Allied entering into a limited liability company agreement;
WHEREAS, Xxxxx Crown and Company (Not Incorporated),an affiliate of
Crown, ("HCC") is making a $5,000,000 loan ("Loan") to Allied to provide
working capital for the Xxxx Hog and Great Bend divisions of Allied until the
closing under the Agreement which loan is being made pursuant to a Loan
Agreement dated December 16, 1999 between HCC and Allied and will be
evidenced by a promissory note and secured by a mortgage and security
agreement on certain of Allied's property in Selma, Alabama (the loan
agreement, promissory note, mortgage, security agreement and any other
documents evidencing such loan and the security therefore herein called the
"Loan Documents");
WHEREAS, as a condition of the Loan, Allied has agreed that Crown
may terminate the Agreement if (i) all amounts owed to HCC under the Loan and
Loan Documents, including interest, principal and penalties, have not been
paid to HCC on or before February 15, 2000; (ii) the Closing has not occurred
on or before February 15, 2000 or (ii) if Allied is in default under the Loan
Documents; and ;
WHEREAS, Allied, Crown and the Company desire to delete and replace in
its entirety SCHEDULE 1.5(a)-3 to the Agreement; and
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, Allied, Crown and the Company do hereby agree as follows:
1. SECTION 1.5(a). Immediately proceeding the last sentence of this
Section that begins "For purposes of this Section 1.5, . . . .", insert the
following sentence in its entirety:
"Notwithstanding the foregoing, if prior to the Closing Allied
has not paid to Xxxxx Crown and Company (Not Incorporated)
("HCC") all amounts due HCC under that certain Loan Agreement
dated December 16, 1999, (the "Loan Agreement") by and between
Xxxxx Crown and Company (Not Incorporated), an Illinois
limited partnership ("Xxxxx Crown"), and Allied, and the
promissory note, mortgage, security agreement and other
documents evidenceing the loan under the Loan Agreement
(collectively the "Loan Documents"), then Allied directs Crown
to pay to HCC from the Purchase Price, all such amounts due
HCC and only the remaining portion of the Purchase Price shall
be paid to Allied.
2. SECTION 6.10. The following new Section 6.10 is hereby added in its
entirety:
"6.10 XXXXX CROWN LOAN.
Allied shall have paid to HCC all amounts due and owing,
including without limitation, principal, penalties and interest,
pursuant to the Loan Documents."
3. SECTION 10.1(d). The date of February 29, 2000 referred to in this
section is hereby deleted in its entirety and replaced with the date of February
15, 2000.
4. SECTION 10.1(g). The following Section 10.1(g) is added in its
entirety:
"(g) By Crown, if Allied defaults in any manner under the Loan
Documents or if all amounts payable to HCC under the Loan
Documents have not been paid on or before February 15, 2000."
5. SCHEDULE 1.5(a)-3. SCHEDULE 1.5(a)-3 is hereby deleted in its
entirety and replaced with EXHIBIT A attached hereto.
6. RATIFICATION. Except as set forth in this Amendment, all of the
terms, covenants, and conditions of the Agreement as amended and all the
rights and obligations of Allied, Crown and the Company thereunder, shall
remain in full force and effect, and are not otherwise altered, amended,
revised, or changed.
7. COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall be an original and all of which counterparts taken
together shall constitute one and the same agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.
ALLIED: CROWN:
ALLIED PRODUCTS CORPORATION, XXXX HOG INVESTORS, L.L.C., a
a Delaware corporation Delaware limited liability company
By: /s/ Xxxx Xxxxxxxxx By: Xxxxx Crown and Company (Not
------------------- Incorporated), an Illinois limited
Its: Vice President partnership, its manager
By: /s/ Xxxxxxx X. Crown
--------------------
a General Partner
COMPANY:
XXXX HOG, L.L.C., a Delaware limited
liability company
By: Allied Products Corporation
Its: Manager
By: /s/ Xxxx Xxxxxxxxx
------------------
Its: Vice President
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EXHIBIT A
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