FIRST AMENDMENT TO MEMBERSHIP PURCHASE AGREEMENT

This First Amendment to Membership Interest Purchase Agreement (this “ Amendment ”) is made and entered into as of December 5, 2006 by and among WestCo LLC, a Florida limited liability company (the “ Buyer ”), C&D IT LLC, a Delaware limited liability company (“ C&D ”), EFG Kirkwood LLC, a Delaware limited liability company (“ Kirkwood ”) and EFG Palisades LLC, a Delaware limited liability company (“ Palisades ”) (C&D, Kirkwood and Palisades, each a “ Company ” and together, the “ Companies ), and Wilmington Trust Company, not in its individual capacity but solely as Liquidating Trustee of each of AFG Investment Trust C Liquidating Trust and AFG Investment Trust D, each a Delaware liquidating trust (each a “ Seller ” and together, the “ Sellers ”).

WHEREAS, the Buyer, the Companies and the Sellers are parties to that certain Membership Interest Purchase Agreement dated July 24, 2006 (the “ Agreement ”); and

WHEREAS, the Buyer, the Companies and the Sellers desire to amend the Agreement on the terms set forth in this Amendment;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: