EXHIBIT 2.3
THIRD AMENDMENT TO LIMITED LIABILITY COMPANY
INTEREST PURCHASE AND ASSET CONTRIBUTION AGREEMENT
This Amendment (the "Amendment"), dated as of March 7, 2000 is made
by and among Xxxx Hog Investors, L.L.C., a Delaware limited liability company
("Crown"), Allied Products Corporation, a Delaware corporation ("Allied"),
and Xxxx Hog, L.L.C., a Delaware limited liability company (the "Company").
RECITALS
A. The Limited Liability Company Interest Purchase and Asset
Contribution Agreement dated as of October 21, 1999, by and
among Crown, Allied and the Company (the "Agreement") provides
for certain title policies to be provided with specified
endorsements at the Closing (as defined in the Agreement); and
B. The title insurance company, Chicago Title Insurance Company,
is unable or unwilling to provide certain of the endorsements
as required under the Agreement due either to limitations
imposed by state law or factual situations with respect to the
property; and
C. In order to induce Crown to consummate the transactions
contemplated by the Agreement, Allied is prepared to indemnify
the Company from and against any and all loss arising from the
inability to obtain such endorsements on the terms and
conditions hereinafter set forth.
D. The parties also desire to set forth certain agreements
regarding the calculation of the Purchase Price.
The parties agree, for good and adequate consideration, and as an
inducement to Crown to consummate the transactions contemplated under the
Agreement, as follows:
1. INTENTIONALLY DELETED
2. Section 8.1 is amended to add the following subparagraph (e) after
subparagraph (d):
(e) to the extent the Company is not entitled to
recover under any title insurance policy as to such
matter, any encroachment of any building or fence
over setback lines or property lines as shown on the
survey dated November 18, 1999, prepared by the
Xxxxxxxxxxx Group Inc. regarding the Selma, Alabama
property, including without limitation the downtown
and Selfield Road locations.
3. The first sentence of Section 8.4(b) amended and restated as
follows:
(b) Allied shall not be responsible to Crown Group
under Section 8.1(b) unless and until the aggregate
of all Indemnifiable Damages suffered by Crown under
Sections 8.1(b) and (d) exceeds $200,000 and then
Allied shall be responsible to fully indemnify Crown
Group for all Indemnifiable Damages in excess
thereof, provided, however, that this provision shall
not apply to breaches of the representations and
warranties contained in Sections 2.1, 2.4, 2.5,
2.10(a) (last three sentences, but only in connection
with Real property for which title insurance
described in Section 4.9 has not been received by
Crown as of the Closing), Section 2.14, 2.22, 2.24
and 2.30, and with respect to breaches resulting from
either Allied's fraud or willful misstatements, in
any such events for which Crown Group shall be fully
indemnified notwithstanding the amount of
Indemnifiable Damages.
4. The Estimated Purchase Price is calculated as set forth on attached
Exhibit A.
5. The cutoff for calculation of the Purchase Price and adjustments
thereto shall be as of midnight on March 7, 2000. The Purchase Price is hereby
reduced by $65,000 to represent the net income of the Business for March 7,
2000.
6. The parties acknowledge that the amount attributable to the
adjustment for Closing Date Long Term Liabilities has not been agreed to by the
parties as of the Closing Date.
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Consequently, the figure used for Closing purposes is $465,000, which amount
shall be finally determined in accordance with Section 1.5(a)(iv)(A) of the
Agreement.
7. Except as expressly amended herein, the Agreement shall remain in
full force and effect as amended by a First Amendment dated December 16, 1999,
and a Second Amendment dated February 10, 2000..
IN WITNESS WHEREOF, the parties have executed this Amendment as of
March 7, 2000.
CROWN:
XXXX HOG INVESTORS, L.L.C. a Delaware limited
liability company
By: Xxxxx Crown and Company (Not Incorporated), an
Illinois limited partnership, its manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Authorized Agent of General Partner
ALLIED:
ALLIED PRODUCTS CORPORATION, a Delaware
corporation
By: /s/ Xxxx X. Xxxxxxxxx
---------------------
Its: Vice President
COMPANY:
XXXX HOG, L.L.C., a Delaware limited liability company
By: Allied Products Corporation
Its; Manager
By: /s/ Xxxx X. Xxxxxxxxx
---------------------
Its: Vice President
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EXHIBIT A
A. Estimated Fixed Working Capital Adjustment: $78,273,000
Base Adjusted Working Capital 59,022,000
----------
19,251,000
Multiply by 80.1% X .801
----------
Total Adjustment $15,420,051
B. Base Adjusted Net Tangible Investments: $23,852,000
Estimated Final Adjusted Net Tangible Investment 22,871,000
----------
(981,000)
Multiply by 80.1% X .801
----------
(785,781)
Credit 365 days @ $2,255.90 824,498
Total Adjustment -0-
C. Base Long Term Assumed Liabilities $1,411,000
Estimated Long Term Assumed Liabilities 2,580,851
---------
(1,169,851)
Multiply by 80.1% X .801
----------
($ 937,051)
Original Purchase Price $112,076,141
Adjusted Working Capital 15,420,051
Adjusted Net Tangible Investment -0-
Long Term Assumed Liabilities ( 937,051)
Cutoff Date Adjustment Date ( 65,000)
-------------
$126,494,141
