EXHIBIT 99.1
AMENDMENT NO. 1 TO OPERATING AGREEMENT
This Amendment No.1 ("Amendment") dated as of December 6, 2001
to the Operating Agreement of MILPI Holdings, LLC (the "Company") dated as of
December 13, 2000 (the "Operating Agreement"), is made by and among the persons
listed on the signature page hereto (such persons and their respective
successors in office or interest being hereafter referred to individually as a
"Member" or collectively as the "Members").
WHEREAS, pursuant to the Operating Agreement, each Member has
agreed to make capital contributions to the Company at such times and in such
amounts as may be requested and in accordance with the capital contribution
percentages set forth in Schedule A of the Operating Agreement; and
WHEREAS, the Members desire to amend the Operating Agreement
to provide that two of its Members, AFG Investment Trusts A and B, will not
participate in any future capital contributions to the Company and to amend the
capital contribution obligations of the other two Members, AFG Investment Trusts
C and D.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
1. Amendment of Section 6.2. Section 6.2 of the
Agreement is hereby amended by
(a) inserting the word "initial" before the words
"capital commitment" in the first and second sentences thereof and inserting the
word "Initial" before the words "Capital Commitment" in the first sentence
thereof; and
(b) inserting the words ", in accordance with such
Member's Capital Contribution Percentage set forth on Schedule A," before the
words "at such times...."
2. Amendment of Schedule A. Schedule A is hereby
amended in its entirety and replaced with the new form of Schedule A attached
hereto.
3. No Other Amendments. Except as expressly set forth
herein, all terms and provisions of the Operating Agreement shall remain
unchanged and in full force and effect.
4. Defined Terms. Capitalized terms used in this
Amendment but not otherwise defined herein shall have the respective meanings
ascribed to them in the Operating Agreement.
-2-
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
AFG INVESTMENT TRUST A
By: AFG ▇▇▇▇ Corporation, its Managing Trustee
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
AFG INVESTMENT TRUST B
By: AFG ▇▇▇▇ Corporation, its Managing Trustee
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
AFG INVESTMENT TRUST C
By: AFG ▇▇▇▇ Corporation, its Managing Trustee
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
AFG INVESTMENT TRUST D
By: AFG ▇▇▇▇ Corporation, its Managing Trustee
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
MILPI HOLDINGS, LLC
SCHEDULE A
MEMBERS
Initial Initial Initial Capital Revised Revised Capital
Name and Capital Capital Contribution Capital Contribution Membership
Address of Member* Commitment Contribution Percentage (1) Commitment Percentage (2) Interest (3)
---------------------- ------------- -------------- ---------------- ------------ ----------------- -------------
AFG Investment Trust A $3,000,000 $200,000 10% $2,613,860 0% 8.55%
AFG Investment Trust B $6,000,000 $400,000 20% $5,277,720 0% 17.25%
AFG Investment Trust C $10,200,000 $680,000 34% $11,321,043 50% 37.10%
AFG Investment Trust D $10,800,000 $720,000 36% $11,321,043 50% 37.10%
TOTAL $30,000,000 $2,000,000 100% $30,533,666 100% 100.00%
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* Address for each of the Trusts is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
(1) Represents the capital contribution percentage for the Initial Capital
Contribution made on or about December 21, 2000 and for the second capital
contribution made on or about February 7, 2001.
(2) Represents the capital contribution percentage for all capital
contributions commencing with the third capital contribution.
(3) Represents the membership interests of the Members from and after the time
of the third capital contribution.