EXHIBIT 10.1
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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
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This First Amendment to Purchase and Sale Agreement
("Amendment") was entered into as of March 2, 2005 by and between
Panasonic Corporation of North America, f/k/a Matsushita Electric
Corporation of America, a Delaware corporation ("Seller") and
Xxxx X. Xxxxxxxxxx & Son, Inc., a Delaware corporation, or its
designated assignee ("Buyer").
R E C I T A L S
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A. The Seller and Buyer entered into that certain
Purchase and Sale Agreement dated December 2, 2004 ("Agreement"),
as amended by that certain letter agreement dated March 1, 2005,
extending the Due Diligence Period until March 2, 2005.
B. Buyer and Seller desire to amend the Agreement as
hereinafter set forth.
NOW THEREFORE, in consideration of the promises, covenants
and agreements hereinafter set forth, the receipt of which is
hereby acknowledged by both parties, the parties agree that the
Agreement is hereby amended as follows:
1. The Due Diligence Period (as defined in Paragraph 1.3
of the Agreement) shall expire as of 5:00 p.m. CST on March 1,
2005; provided, however, the Buyer's Due Diligence Period shall
remain and be extended for such reasonable time period as is
required by Buyer, but no later than March 18, 2005, to
adequately investigate to Buyer's reasonable satisfaction the
matter regarding the 1996 spill of hydraulic oil in the elevator
shaft of the 0000 Xxxxxxx Xxxx building, as disclosed by the
Xxxxxxx Xxxxxx Associates ("HLA") letters and other materials
previously provided by Seller to Buyer.
2. The title objections delivered by Buyer to Seller by
way of letters dated January 12, 2005, February 9, 2005 and
February 23, 2005 were delivered in a timely manner pursuant to
Paragraph 2.4 of the Agreement and the matters disapproved
thereby are hereby deemed "Unpermitted Exceptions" under the
Agreement. Both parties shall cooperate to reasonably resolve
the foregoing Unpermitted Exceptions in a timely manner, but no
later than March 18, 2005.
3. Buyer's right to terminate the Agreement pursuant to
the terms of Paragraph 3.1(d) due to Buyer's failure to obtain
the approval from the City of Elgin for both Buyer's conditional
use permit and site plan shall expire on March 18, 2005 at 5:00
p.m. CST.
4. The Closing Date (as defined in Paragraph 1.1 of the
Agreement) is hereby extended to April 15, 2005, subject to the
terms of said Paragraph 1.1.
5. The Industrial Lease attached to the Agreement as
Exhibit B is hereby amended and, at time of execution at Closing
shall state after the last sentence in the last paragraph of
Article 1, as follows: "Notwithstanding the foregoing, the
effective date of Tenant's termination of either the Premises A
Term or the Premises B Term, after delivery of a ten (10) day
termination notice, shall not be earlier than the expiration of
the ten (10) days plus one (1) full month of both the Premises A
Term and the Premises B Term."
6. All defined terms used but not defined herein shall
have the meaning ascribed to them in the Agreement.
7. The balance of the terms and conditions of the
Agreement will remain in full force and effect, unamended hereby.
SELLER:
Panasonic Corporation of North
America, f/k/a Matsushita Electric
Corporation of America,
a Delaware corporation,
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
Purchasing and Facilities
BUYER:
Xxxx X. Xxxxxxxxxx & Son, Inc.,
a Delaware corporation,
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
Finance, Chief Financial
Officer and Secretary