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Exhibit
10.3
___________________________
___________________________
c/o Equis
Financial Group
Westport,
Connecticut 06880
EFG/Kettle
Development LLC
c/o Equis
Financial Group
Westport,
Connecticut 06880
Reference is
made to a certain Equity Purchase Agreement (the “Purchase
Agreement”) among Kettle Valley USA LLC
(“KVUSA”), Equis II Corporation (“Equis II”
and together with KVUSA, the “Buyers”), AFG Investment
Trust C (“Trust C”) and AFG Investment Trust D
(“Trust D” and, together with Trust C, the
“Sellers”), and AFG/Kettle Development LLC (the
“Company”).
By signing
below, each of the Sellers and each of the Buyers agrees that
Sections 9.1 (b) 9.1 (e) and 9.1 (f) of the Purchase Agreement are
amended to extend (i) the outside Closing Date (ii) the date by
which KVUSA can terminate as a result of a breach by the Sellers or
a Material Adverse Event and (iii) the date by
which the condition set forth in 8.2(vii) shall have been satisfied
to March 15, 2005 (instead of February 15, 2005). As so amended,
Sections 9.1 (b), 9.1 (e) and 9.1(f) are hereby amended to read as
follows:
“
9.1.
Termination
.
This Agreement may be terminated
and the transaction contemplated hereby may be abandoned at any time
pri
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