FOURTH AMENDMENT TO CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
Exhibit 10.1
FOURTH
AMENDMENT TO CONTRACT FOR PURCHASE
AND SALE OF REAL
PROPERTY
This
Fourth Amendment to Contract for Purchase and Sale of Real Property (the "Fourth
Amendment") is made and entered into as of the 31th day
of December, 2009, by and between RICHWOOD, INC., a Florida
corporation (“Richwood”) and The McClatchy Company, a Delaware
corporation (“McClatchy”, and together with Richwood, hereinafter collectively referred to
as the "Seller"), and CITISQUARE GROUP, LLC, a Florida
limited liability company (the "Buyer").
W
I T N E S S E T H:
WHEREAS, Richwood, Miami
Herald Publishing Company, a Florida corporation (“MHPC”) and ▇▇▇▇▇▇-▇▇▇▇▇▇,
Inc., a Florida corporation (collectively, the “Original Sellers”), and Buyer
entered into that certain Contract for Purchase and Sale of Real Property
effective as of March 3, 2005 as amended by that certain First Amendment (the
"First Amendment") dated August 10, 2007, as further amended by that certain
Second Amendment (the “Second Amendment”) dated December 20, 2007 and as further
amended by that certain Third Amendment (the “Third Amendment”) dated December
30, 2008 (said contract as modified by the First Amendment, the Second Amendment
and Third Amendment being herein called the “ Existing Contract”, and as further
modified by this Fourth Amendment being herein called the “Amended Contract”)
pursuant to which Original Sellers agreed to sell to Buyer and Buyer agreed to
buy from Original Sellers certain real estate located in Miami-Dade County,
Florida as more particularly described therein (the “Herald
Property”);
WHEREAS, pursuant to the terms
of the Third Amendment, the Closing Date, as defined in the Existing Contract,
was extended to December 31, 2009; and
WHEREAS, Buyer and Seller have
agreed to modify certain provisions of the Existing Contract on the terms and
conditions set forth herein.
NOW THEREFORE, in
consideration of Ten Dollars ($10.00) and the mutual promises contained herein,
the receipt, sufficiency and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
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1.
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Recitals.
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The
above recitals are true and correct and incorporated herein by reference
as if set forth in full.
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2.
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Capitalized
Terms.
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Any
capitalized terms herein and not otherwise defined shall have the same
meanings as described to them in the Existing
Contract.
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3.
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Seller. Any
reference to Sellers in the Existing Contract shall now only refer to
Richwood and McClatchy.
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4.
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Closing
Date. Section 1.2 of the Existing Contract is
hereby deleted in its entirety, and in lieu thereof, is replaced with the
following:
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“The
Closing Date shall be 12:00 pm Pacific Standard Time on January 19, 2010,
or such other date provided by this
Contract.”
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5.
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Termination
Fee. Section 6 of the Second Amendment is hereby deleted in its
entirety, and in lieu thereof, is replaced with the
following:
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“▇▇▇▇
▇▇▇▇▇▇ (“Siffin”), who is a principal of one of the development groups
affiliated with Buyer, by his signature below, agrees that in the event Buyer
fails to close on the purchase of the Property on or before the Closing Date, by
reason of Buyer’s default under the Contract, Siffin shall pay Seller a
termination fee of Seven Million Dollars ($7,000,000.00) (the “Termination Fee”)
within ten (10) days following such failure to close.”
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6.
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Extension
of Closing Date. Buyer may, by written notice to Seller
three (3) days prior to the Closing Date, elect to extend the Closing Date
to no later than January 31, 2011. If Buyer elects to extend
the Closing Date as herein provided, (i) Buyer shall, on or before 12:00
pm Pacific Standard Time, January 19, 2010, pay to Seller an additional
deposit of Six Million Dollars ($6,000,000.00), which shall be treated as
an Additional Deposit for all purposes under the Amended Contract and (ii)
Section 1.2 of the Amended Contract (as amended by Section 4 of this
Fourth Amendment) shall be deleted in its entirety, and in lieu thereof,
shall be replaced with the
following:
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“The
Closing Date shall be January 31, 2011, or such other date provided by
this Contract.”
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This
amendment to Section 1.2 of the Amended Contract shall be self-operative and no
further agreements or instruments shall be required to be executed and delivered
by the parties to evidence the same.
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7.
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Time
of the Essence. Time is of the essence of the Amended
Contract.
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8. No Breach
of Contract. Each of Buyer and Seller acknowledges and agrees
that as of the date hereof, it is not aware of any breach of the Amended
Contract by the other party, except with respect Buyer’s breach relating to the
claim of lien filed by ▇▇▇▇▇▇ Carry, Inc., and all notices between the parties
and their respective counsel exchanged from and after December 1, 2007,
including any claims of breach, through and including the date hereof are hereby
withdrawn and are of no force or effect, other than notices provided by
Seller with respect to the ▇▇▇▇▇▇ ▇▇▇▇ lien.
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9.
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Counterparts. This
Fourth Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute
one and the same instrument.
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10.
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Ratification. Except
as modified hereby, the Existing Contract is hereby ratified and
confirmed.
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FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, this
Fourth Amendment to Contract is entered into as of the date first appearing
above.
BUYER:
CITISQUARE
GROUP, LLC, a Florida limited liability company
By: /s/
▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
SELLER:
RICHWOOD,
INC., a Florida corporation
By: /s/▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
THE McCLATCHY COMPANY., a Delaware corporation
By: /s/▇▇▇▇
▇▇▇▇▇▇
Name: ▇▇▇▇
▇▇▇▇▇▇
Title: Chairman,
President & CEO
SIFFIN (solely for purpose of confirming his obligations under Paragraph 5
above):
By:
/s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, an individual