FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
EXHIBIT 10.2
FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT
ESCROW INSTRUCTIONS
ESCROW INSTRUCTIONS
This Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (this
“Fourth Amendment”) is entered into by CENTURY PROPERTIES HENDERSON 18 LLC, a Nevada limited
liability company (“Buyer”), and PIONEER AMERICAS LLC, a Delaware limited liability company, as
successor to Pioneer Chlor Alkali Company Inc. (“Seller”), effective July 7, 2006.
RECITALS:
X. Xxxxxxx Properties, LLC, a Nevada limited liability company (“Xxxxxxx”), and Seller
executed an Agreement of Purchase and Sale and Joint Escrow Instructions (“Purchase and Sale
Agreement”) effective as of June 3, 2005; and,
B. By an Assignment And First Amendment To Agreement Of Purchase And Sale And Joint Escrow
Instructions effective as of October 31, 2005, Xxxxxxx assigned its right, title and interest under
the Purchase and Sale Agreement to CENTURY STEEL, INC., a Nevada corporation (“Century Steel”);
and,
C. By a Second Assignment and Second Amendment to Agreement of Purchase and Sale and Joint
Escrow Instructions, Century Steel assigned its right, title and interest under the Purchase and
Sale Agreement to Buyer; and,
D. By a Third Amendment To Agreement Of Purchase And Sale And Joint Escrow Instructions
effective June 30, 2006 Buyer and Seller changed the last two sentences of Section 9(b) of the
Purchase and Sale Agreement to state that the Closing shall be extended to July 7, 2006 and,
E. Buyer and Seller wish to amend the Purchase and Sale Agreement.
NOW, THEREFORE, Buyer and Seller agree as follows:
1. Recital A of the Sale Agreement is removed and replaced with the following:
“Seller is the owner of certain real estate located in Xxxxx
County, Nevada being “Parcel 1-A,” “Parcel 2-A” and “Parcel 3-A” on
the Amended Parcel Map attached hereto as Exhibit “A” (the “Amended
Parcel Map”) (Parcel 1-A, Parcel 2-A and Parcel 3-A on the Amended
Parcel Map are referred to collectively as the “Property”).”
AND in Recital A of the Purchase and Sale Agreement, Exhibit “A,” the Amended Parcel
Map is removed and replaced with Exhibit “A” to this Fourth Amendment.
2.
Paragraph 5(e)(v) of the Sale Agreement is removed and replaced with the following:
v. A lease agreement dated as of April 26, 2005 a memorandum
thereof having been recorded December 28, 2005 in Book 20051228 as
Instrument 00946 of Official Records in the Office of the County
Recorder, Xxxxx County, Nevada for billboard locations on the
Property with Xxxxxxx Sign Company, LLC, as amended by an amendment
thereto dated September 7, 2005, concerning the lease of billboard
locations at the Property, with a second amendment to be executed to
reflect the locations of five billboards to be built on the Property
and corresponding amendment to the recorded lease memorandum (the
lease agreement dated as of April 26, 2005, the memorandum thereof
recorded December 28, 2005 in Book 20051228 as Instrument 00946, the
amendment thereto dated September 7, 2005, the second amendment to
be executed to reflect the locations of five billboards to be built
on the Property and corresponding amendment to the recorded lease
memorandum are attached as Exhibit B and incorporated by reference
and are hereinafter referred to collectively as the “Xxxxxxx Sign
Company Billboard Lease”).
AND in Paragraph 5(e)(v) of the Sale Agreement, Exhibit B is removed and replaced with
Exhibit B to this Fourth Amendment.
3. Paragraph 5(e)(vi) is removed and replaced with the following:
vi. Miscellaneous dedications and easements (not herein
detailed) including, without limitation, the locations of the five
billboards to be built on the Property to be constructed under the
Xxxxxxx Sign Company Billboard Lease, an easement for water
pipelines to be granted in favor of the City of Xxxxxxxxx, an
easement for electrical lines for the signs to be constructed under
the Xxxxxxx Sign Company Billboard Lease and any other dedications
and easements shown, or required to be shown by various governmental
agencies, on the Amended Parcel Map;
4. In Paragraph 5(e)(vii) of the Sale Agreement, Exhibit “C,” the Declaration of
Covenants Conditions and Restrictions is removed and replaced with the form attached as
Exhibit “C” to this Fourth Amendment.
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5. Paragraph 5(e)(viii) is removed and replaced with the following:
viii. The dedication of Eastgate Road within a portion of the
land shown on the Amended Parcel Map, and the grant of easements
related to the construction and use of Eastgate Road, the imposition
on some of the land shown on the Amended Parcel Map with the
obligation to construct certain improvements related to Eastgate
Road through a recorded document (the “Restrictive Covenant Running
With the Land”), and the vacation and abandonment of an access
easement shown on a parcel map recorded in File 100, Page 24 of
Parcel Maps, Office of the County Recorder, of Xxxxx County, Nevada;
and
6. The last word in Paragraph 6(c) of the Sale Agreement is removed and replaced with
the “Agreement.”
7. Paragraph 6(e) of the Sale Agreement is removed and replaced with the following:
e. The dedication on the Amended Parcel Map of a portion of the
land shown thereon for Eastgate Road together with the grant of
various easements related to Eastgate Road, the imposition of a
“Restrictive Covenant Running With the Land” a document burdening
Parcel 0-X, Xxxxxx 0-X, Xxxxxx 3-A and Parcel 4-A as shown on the
Amended Parcel Map with an obligation to construct certain
improvements related to Eastgate Road, the vacation and abandonment
of an access easement shown on a parcel map recorded in File 100,
Page 24 of Parcel Maps, Office of the County Recorder, Xxxxx County,
Nevada;
8. Paragraph 6(g) of the Sale Agreement is removed and replaced with the following:
g. Miscellaneous dedications and easements (not herein
detailed) and any other matters shown on the Amended Parcel Map
9. The second sentence of Paragraph 7(a) of the Agreement is amended by changing the
punctuation of the phrase (“Permitted Exceptions”) by removing the parentheses and adding
the word “as” so as to read “as Permitted Exceptions.”
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10. The words “the Property” in Paragraph 8(e) of the Sale Agreement are removed and
replaced with “some of the land shown on the Amended Parcel Map.”
11. The last two sentences of Section 9(b) of the Purchase and Sale Agreement shall be
replaced with the following sentence:
The Closing shall be extended to a date that must occur
before September 30, 2006.
before September 30, 2006.
12. Paragraph 9(c) of the Sale Agreement is removed and replaced with the following:
c. Recordation of the Amended Parcel Map and the Restrictive
Covenant Running With the Land, and the Declaration of Covenants
Conditions and Restrictions. On June 20, 2006, Seller submitted
the Amended Parcel Map for review by Xxxxx County, Nevada. Upon
approval of the Amended Parcel Map as so submitted by Xxxxx County,
Nevada, Seller agrees to be contractually obligated to record the
Amended Parcel Map before title to the Property is transferred or
possession is delivered. At the Closing, Seller will record (or
cause to be recorded) in the appropriate order in the records of the
Office of the County Recorder, Xxxxx County, Nevada, the Amended
Parcel Map, the Restrictive Covenant Running With the Land and the
Declaration of Covenants Conditions and Restrictions.
13. Paragraph 9(e) is amended by adding the word “and” to the defined term “Grant
Bargain Sale Deed” in clause (i); adding “The Declaration of Covenants Conditions and
Restrictions;” as new clause (ii) thereof, then renumbering the remaining clause and finally
removing the words “and any condemnation damages to be paid by the City of Xxxxxxxxx for
condemnation of a portion of the Property for Eastgate Road” from clause (iv) thereof.
14. The following phrase is added as a new Paragraph 9(g):
g. Deposits by Others. Prior to the Closing, others may deposit
the Amended Parcel Map, releases of the lien of the indenture
securing certain of Seller’s debt, the Restrictive Covenant Running
with Land.
And the remaining paragraphs of Section 9 are appropriately renumbered.
14. Paragraph 9(h) is amended by adding:
If so instructed, cause the Amended Parcel Map, any releases of the
lien of the indenture securing certain of Seller’s debt, the
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Restrictive Covenant Running with Land and the Declaration of
Covenants Conditions and Restrictions to be recorded in the Official
Records of Xxxxx County, Nevada in such order as the parties
depositing same may direct;
As a new clause (ii) thereof and renumbering the remaining clauses.
AND by inserting the word “and” in clause (iii) and (iv) thereof so that the defined
term is corrected to read: “Grant Bargain and Sale Deed.”
15. The words “and any condemnation damages to be paid by the City of Xxxxxxxxx for
condemnation of a portion of the Property for Eastgate Road” are removed from the end of
Paragraph 9(e)(iv) of the Sale Agreement.
16. Paragraph 11(a) is amended by removing the words “or is” in the first line thereof
and adding in their place the phrase “because the Closing did not occur on or before
September 30, 2006 or is otherwise”
17. Section 16 is amended by replacing the name “Xxxx Xxxxxxxxxx” with name “Xxxxxxx
XxXxxxxx” in the notice address for Seller.
18. Section 20 is amended by adding the word “and” so that the defined term is
corrected to read: “Grant Bargain and Sale Deed.”
The parties may sign this Agreement in counterparts. The signature pages from the
counterparts may be attached to one counterpart to form a single document.
SAVE AND EXCEPT as amended by this Agreement, the Purchase and Sale Agreement remains unmodified
and in full force and effect
SELLER: | BUYER: | |||||
PIONEER AMERICAS LLC, a Delaware limited liability company, as successor to Pioneer Chlor Alkali Company Inc. |
CENTURY PROPERTIES HENDERSON 18 LLC, a Nevada limited liability company |
|||||
By: | /s/ Xxxx Xxxxx |
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By:
|
/s/ Xxxxxxx X. XxXxxxxx Its President and CEO |
AGREED AND APPROVED: CENTURY STEEL, INC., a Nevada corporation |
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By: | /s/ Xxxx Xxxxx | |||
Title: President | ||||
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EXHIBIT 10.2
Exhibit A to
Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions
Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions
Amended Parcel Map as Submitted to Xxxxx County, Nevada on June 20, 2006
[omitted]
[omitted]
EXHIBIT 10.2
Exhibit B to
Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions
Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions
Lease Agreement between Pioneer Companies, Inc. and Xxxxxxx Sign Company, Inc.
[omitted]
EXHIBIT
10.2
Exhibit C to
Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions
Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions
Creation of Easement and Declaration of Covenant made by Pioneer Americas LLC
[omitted]