Exhibit 10.8
THIRD AMENDMENT
TO
REAL ESTATE SALES CONTRACT
(YRC / NATM [Sale/Leaseback])
March 6, 2009 (the “
Effective Date ” )
THIS THIRD AMENDMENT TO REAL ESTATE
SALES CONTRACT (this “ Amendment ” ) is
entered into by and between YRC WORLDWIDE INC. ( “
Seller ” ), a Delaware corporation, as seller, and
NATMI TRUCK TERMINALS, LLC ( “ Buyer ” ),
a Delaware limited liability company, as buyer.
Recitals
A. Effective as of December 19,
2008 Buyer and Seller entered into that certain Real Estate Sales
Contract (as amended, the “ Sale/Leaseback Contract
” ), whereby Buyer agreed to purchase from Seller, and
Seller agreed to sell to Buyer, those certain improved real
properties located in various locations, as more particularly
described in the Sale/Leaseback Contract.
B. Effective January 21, 2009
Seller and Buyer executed that certain First Amendment to Real
Estate Sales contract which, among other things, addressed matters
relating to First Close Properties, Environmental Properties,
Structured Properties, Title Objection Properties and List A
Properties.
C. Effective February 12, 2009
(Thursday) Seller and Buyer executed that certain Second Amendment
to Real Estate Sales contract which, among other things, extended
the Optional Closing Date to March 6, 2009
(Friday).
D. Buyer and Seller have agreed to
further amend the Sale/Leaseback Contract as set forth
below.
NOW THEREFORE, in consideration of
the mutual covenants and agreements contained herein, and for other
valuable consideration, the receipt and adequacy of which hereby
are acknowledged, Seller and Buyer hereby agree as
follows:
Agreements
1. Defined Terms . All
capitalized terms not defined herein shall have the meanings
ascribed to them in the Sale/Leaseback Contract.
2. Effect of this Amendment .
Except as expressly modified in this Amendment, the Sale/Leaseback
Contract shall continue in full force and effect according to its
terms and Buyer and Seller hereby ratify and affirm all their
respective rights and obligations under the Sale/Leaseback
Contract.
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3. Conflicting Provisions .
In the event any term or provision contained herein conflicts with
the Sale/Leaseback Contract, the terms and provisions of this
Amendment shall control.
4. Remaining Properties .
Attached hereto as Exhibit “A” is the
list of those List A Properties that have not closed. The property
located at 2950 Lone Oak Circle, Minneapolis, Minnesota is hereby
transferred from List B to List A.
5. Waiver of Inspection
Period . Buyer waives its right to terminate the Sale/Leaseback
Contract pursuant to Section 7(B) thereof as to the following
properties:
15950 Smith Road, Denver,
Colorado
1000 Chaddick Drive, Chicago North,
Illinois
6845 North Cutter Circle, Portland,
Oregon
9415 Wallisville Road, Houston,
Texas
6. Environmental
Properties . The Property located at 802 East 11
th
Street, Tacoma,
Washington shall be added to the list of Environmental
Properties.
7. Title Objections
Properties . The Property located at 9415 Wallisville Road,
Houston, Texas shall be added to the list of Title Objection
Properties with the following specific title objection: There is an
outstanding building permit. The Buyer shall have until 5:00 p.m.
(EST) on March 27, 2009 to notify Seller pursuant to
Section 4 of the Contract of any Non-Permitted Exceptions to
which Buyer objects with respect to the property located at 2950
Lone Oak Circle, Minneapolis, Minnesota.
8. Structural
Properties . The Property located at 802 East 11
th
Street, Tacoma,
Washington shall be added to the list of Structural
Properties.
9. Sprinklers . The Leaseback
for the Property located at 1000 Chaddick Drive, Chicago North,
Illinois and Property located at 2301 Hawkins Point Road,
Baltimore, Maryland shall include a provision that Tenant (as
defined in the applicable Leaseback) is obligated to make all
repairs and expansions to the fire sprinkler system on the Premises
(as defined in the applicable Leaseback) as required by applicable
Laws (defined in the applicable Leaseback)
10. Optional Closing Date .
The (amended) Optional Closing Date of March 6, 2009 (Friday)
is hereby deleted in its entirety, and the new Optional Closing
Date shall be March 31, 2009 (Tuesday).
11. Counterpart; Facsimile
Signature . Facsimile signatures appearing hereon shall be
deemed an original and this document may be executed simultaneously
on two (2) or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one
(1) and the same instrument.
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IN WITNESS WHEREOF, Seller and Buyer
execute this Amendment to be enforceable on the Effective
Date.