MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN PARAGON STEAKHOUSE RESTAURANTS, INC. AND DELAWARE TRUST COMPANY, N.A. AS OWNER TRUSTEE AND WELLS FARGO BANK, N.A. AS INDENTURE TRUSTEE OF THE ACLC BUSINESS LOAN RECEIVABLES TRUST AND DELAWARE TRUST...Membership Interest Purchase Agreement • March 28th, 2007 • Steakhouse Partners Inc • Retail-eating places • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is entered into on October____, 2006, by and between Paragon Steakhouse Restaurants, Inc., a Delaware corporation and wholly-owned subsidiary of Steakhouse Partners, Inc., a Delaware corporation (the “Buyer”), and Delaware Trust Company, N.A as Owner Trustee and Wells Fargo Bank, N.A. as Indenture Trustee of the ACLC Business Loan Receivables Trust 1999-2, and Delaware Trust Company, N.A as Owner Trustee and Wells Fargo Bank, N.A. as Indenture Trustee of the ACLC Business Loan Receivables Trust 2000-1 (each a “Seller” and collectively, the “Sellers”), acting through AMRESCO Commercial Finance, LLC, a Delaware limited liability company (“AMRESCO”) as the servicing agent for Sellers. The Buyer and the Sellers are referred to collectively herein as the “Parties.” This Agreement is entered into with reference to the following facts:
