Prepared and filed by St Ives Financial

 




FIRST AMENDMENT TO

AMENDED AND RESTATED

MEMBERSHIP INTEREST PURCHASE AGREEMENT

     THIS
      FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”)is
      entered into as of June  9, 2005 by and among (a) HOCKER
      NORTHGATE HOLDINGS I, INC., a Kentucky corporation, (“Holdings”), (b) HOCKER
      NORTHGATE GROUP, LLC, a Kentucky limited liability company (“Group”) (Holdings
      and Group each individually a “Seller”and collectively,
      the “Sellers”), (c) FMP NORTHGATE LLC,
      a Delaware limited liability company (the “Purchaser”),(d) HOCKER
      NORTHGATE HOLDINGS I, INC., a Kentucky corporation, in its capacity
      as the initial
representative and agent of the Sellers (the “Sellers’ Representative”), and
(e) DAVID E. HOCKER, an individual, in his capacity as a guarantor of
obligations of Sellers’ Representative (the “Sellers’ Representative
Guarantor”).This Amendment amends that certain Amended and Restated
Membership Interest Purchase Agreement (the “Agreement”) dated May
13, 2005 between the parties as follows:

     1.      Seller shall pay one half of all legal fees and expenses in excess of $8,500 charged by the Senior Lender in connection with Senior Lender’s approval of the transaction described in this Agreement. For example, if the Senior Lender’s counsel fees and expenses total $12,000, Seller shall pay $1,750 of such fees and expenses.

     2.      Notwithstanding the provisions of Section 8.5(m)(ii) of the Agreement, any funds held by the Senior Lender for environmental issues set forth as Required Repairs in Schedule II of the Loan Agreement shall not be paid by Purchaser to Seller at Closing and shall be paid by Purchaser to Seller after Closing at such time as such funds are actually released to Purchaser by the Senior Lender. In furtherance of the foregoing, Purchaser shall cooperate with Seller, at no cost to Purchaser, in providing Seller or its agents with reasonable access to the Property in order that Seller may perform such functions as are reasonably necessary in order to complete the Required Repairs, as defined in Article 7.1.1 of
the Loan Agreement, and obtain a release of the Required Repair Funds from the Senior Lender pursuant to Article 7.1.2 and other applicable Articles of the Loan Agreement.

     Except as stated in this Amendment, the Agreement shall continue in full force and effect. Capitalized terms used in this Amendment without definition shall have the meanings stated in the Agreement. This Amendment may be signed in counterparts and/or with facsimile signatures and shall take effect upon each party providing a signed counterpart to the other parties.

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     IN WITNESS WHEREOF, Sellers, Sellers’ Representative, Sellers’ Representative Guarantor, and Purchaser hereto have executed this Amendment.

	 	 	SELLERS
	 	 	 
	 	 	HOCKER NORTHGATE HOLDINGS I, INC.,

    a Kentucky corporation
	 	 	 
	 	By:	 
	 	 	

    
	 	 	David E. Hocker, President
	 	 	 
	 	 	HOCKER NORTHGATE GROUP, LLC, a
    Kentucky

    limited liability company
	 	 	 
	 	By:	
	 	 	

	 	 	David E. Hocker, Manager
	 	 	 
	 	 	SELLERS’ REPRESENTATIVE
	 	 	 
	 	 	HOCKER NORTHGATE HOLDINGS I, INC.,

    a Kentucky corporation 
	 	 	 
	 	By:	
	 	 	

	 	 	David E. Hocker, President
	 	 	 
	 	 	SELLERS’ REPRESENTATIVE GUARANTOR
	 	 	 
	 	 	 
	 	 	

	 	 	DAVID E.  HOCKER, an individual
	 	 	 
	 	 	PURCHASER
	 	 	 
	 	 	FMP NORTHGATE LLC, a Delaware
    limited liability

    company
	 	 	 
	 	By:	 
	 	 	

	 	 	Jeffrey Erhart, its authorized representative