AMENDED AND RESTATED PLACEMENT AGREEMENTPlacement Agreement • June 27th, 2003 • Usa Capital First Trust Deed Fund LLC • Loan brokers • Nevada
USA Capital Realty Advisors, LLC, a Nevada limited-liability company, as the manager ("the "Manager") of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the "Company"), hereby engages USA Securities, LLC, a Nevada limited-liability company (the "Placement Agent"), and each dealer (a "Dealer") with which the Placement Agent enters into a Selected Dealer Agreement, in the form attached hereto as Exhibit A, as the Company's exclusive selling agents in connection with the proposed public offering of certain of its securities (the "Offering") on the terms and conditions set forth below:
SELECTED DEALER AGREEMENTSelected Dealer Agreement • June 27th, 2003 • Usa Capital First Trust Deed Fund LLC • Loan brokers • Nevada
USA CAPITAL FIRST TRUST DEED FUND, LLC A Nevada Limited-Liability Company SUBSCRIPTION BOOKLET AND INSTRUCTIONSSubscription Instructions • June 27th, 2003 • Usa Capital First Trust Deed Fund LLC • Loan brokers
Attached is the Subscription Agreement and Limited Power of Attorney (the "Subscription Agreement") relating to the purchase of the limited-liability company membership units of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the "Company"). The Company is offering an aggregate of 24,000 Class A, Class B and Class C limited-liability company membership units (the "Units") at a purchase price of $5,000.00 per Unit for an aggregate offering amount of $120,000,000.00. The Units are being offered pursuant to the Company's Prospectus dated as of , 2003, as amended from time to time by the Company.
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • June 27th, 2003 • Usa Capital First Trust Deed Fund LLC • Loan brokers • Arizona
This Amended and Restated Escrow Agreement is made and entered into as of the day of , 2003, by and between USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the "Fund"), USA Securities, LLC, a Nevada limited-liability company ("USA Securities"), and Wells Fargo Bank Arizona, National Association (the "Escrow Agent").
