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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.
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:
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.
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.
IN WITNESS WHEREOF, Seller and Buyer execute this Amendment to be enforceable on the Effective Date.