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which was designed to guarantee payment of the put price when the
put rights were exercised.112
Second, CDR wanted an earlier put period than the Ackerman
group had proposed. In an early revised draft of the side letter
agreement, the Ackerman group proposed: “The Put will be
effected upon two days written notice from a Seller to Purchaser
given no earlier than December 31, 1997 directing that the Put be
effected.” CDR, however, insisted on the following put period:
“The Put will be effected no earlier than December 31, 1996 and
no later than December 31, 1997 upon two days written notice from
a Seller to Purchaser directing that the Put be effected.”
Third, CDR wanted assurances that Generale Bank or CLIS
could transfer their preferred interests to an affiliate and
withdraw from SMP without triggering the transfer and withdrawal
restrictions in the SMP LLC agreement.113 Mr. Geary therefore
demanded that consents by SMP’s manager would be required at
closing, permitting the transfer of Generale Bank’s and CLIS’s
preferred interests to a CDR affiliate and the subsequent
112 At one point, the deposit account agreement was changed
to provide that the depositing bank would withdraw and pay to
Rockport Capital any funds still on deposit on Jan. 2, 1998.
113 Pursuant to the transfer provisions: No member could
sell, transfer, or dispose of its membership interest without the
manager’s written consent; no member could retire or withdraw
from SMP without the manager’s written consent, except in certain
defined circumstances; and no person could become a member of SMP
without the manager’s written consent and the new member’s
assumption of all the terms and conditions of the LLC agreement.
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