Exhibit 10(d)
AMENDMENT NO. 3 TO ASSET PURCHASE
AGREEMENT
This Amendment No. 3 to Asset
Purchase Agreement (this “ Amendment ”) is made
as of December 5, 2005 by and between Alfa Financial
Corporation, an Alabama corporation (the “ Seller
”), and OFC Servicing Corporation, a Georgia corporation (the
“ Buyer ”). The Buyer and the Seller are
referred to collectively as the “ Parties
.”
The parties entered into that
certain Asset Purchase Agreement dated June 6, 2005, as
amended August 31, 2005 and October 4, 2005 (the “
Agreement ”), and they now desire to further amend the
Agreement as set forth herein.
In consideration of the mutual
promises made in the Agreement, the parties hereby agree as
follows:
1. Defined Terms . Any
capitalized term used but not defined in this Amendment shall have
the meaning set forth in the Agreement.
2. Definition of “Net Book
Value. ” The Parties agree that the Buyer will pay the
Seller for the amount of unearned income on Acquired Receivables
originated or arising after June 6, 2005, and that the
definition of “Net Book Value” in Section 1 of the
Agreement is hereby deleted and replaced with the
following:
“ Net Book Value
” means (a) with respect to each Acquired Receivable
originated or arising on or before June 6, 2005, as shown on a
Contract Trial Balance as of the applicable date, the outstanding
aggregate gross current and noncurrent contract receivables, less
the unearned income, plus the unguaranteed residual, less the
unearned income on the guaranteed residual, and less the suspense
balance, or (b) with respect to each Acquired Receivable
originated or arising after June 6, 2005, as shown on a
Contract Trial Balance as of the applicable date, the outstanding
aggregate gross current and noncurrent contract receivables, less
the unearned income, plus the unguaranteed residual, less the
unearned income on the guaranteed residual, less the suspense
balance, and plus the initial direct costs, or (c) with
respect to the FF&E, $119,000 minus $6,700 per month beginning
with March 2005 through and including the month in which Closing
occurs, and plus or minus the value net of depreciation of any
FF&E that i
