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would not, and would not cause any of its affiliates to, at any
time, reveal to any other person or use in any way detrimental to
SMP any nonpublic, confidential, or proprietary information
relating to the business and affairs of SMP that was acquired or
otherwise received by such person in connection with the
transactions contemplated in the LLC agreement.
a. Amendment No. 1
Mr. Lerner and Rockport Capital executed an amendment
(“Amendment No. 1”) to the SMP LLC agreement dated as of December
11, 1996, which admitted CLIS and Generale Bank as new members of
SMP. Amendment No. 1 recited that CLIS would contribute its SMHC
stock and the $79 million receivable to SMP, and Generale Bank
would contribute $974,296,600.85 of principal indebtedness owing
by SMHC, in exchange for preferred interests in SMP.31 CLIS and
Generale Bank executed ratification certificates agreeing to all
the terms of the SMP LLC agreement as amended by Amendment No. 1.
b. Amendment No. 2
Mr. Lerner, as manager of SMP and as a director of Rockport
Capital, executed a second amendment (“Amendment No. 2”) to the
SMP LLC agreement dated as of December 11, 1996, admitting
Somerville S Trust as a member of SMP. Amendment No. 2 required
31 From this point forward, the documents in the record
(including the relevant tax returns) refer to $974,296,600.85 in
indebtedness owing by SMHC. Previous documents alluded to a
principal debt of $975,494,909.84. For our purposes, we refer to
the $974 million in receivables from Generale Bank.
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