EXHIBIT 10.11
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is entered into this 15th day of July, 2004, by and between KIRCO ACQUISITION
LLC, a Michigan limited liability company ("Purchaser"), and MEADOWBROOK
INSURANCE GROUP, INC., a Michigan corporation ("Seller").
RECITALS:
A. On December 4, 2003, Purchaser and Seller entered into a Purchase
Agreement ("Purchase Agreement") for the purchase and sale of certain property
located in the City of Southfield, Oakland County, Michigan, Tax Parcel ID No.
Part of 00-00-000-000 ("Property").
B. Seller and Purchaser desire to amend the Purchase Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and the mutual
covenants and agreements contained herein, Seller and Purchaser agree as
follows:
1. The financial terms for this transaction are as follows:
Notwithstanding anything to the contrary in the Purchase Agreement
the Purchase Price of the Property shall be $3,355,310.00. The
Purchase Price includes an estimated $1,239,310.00 as Purchaser's
share of the cost of constructing the Connector. The down payment
shall be $633,200.00. The balance of the Land Contract shall be
$2,722,110.00.
2. The Closing of this transaction shall occur in escrow with the
closing documents and funds to be deposited into escrow with Xxxxxx
X. Xxxxxx Title Company pursuant to a mutually acceptable escrow
instruction letter. By closing in escrow, the Purchaser and Seller
are not waiving nor creating any additional terms or conditions and
shall be governed by those terms and conditions set forth in the
Purchase Agreement until the conditions of the escrow are satisfied
and the closing is consummated by release of the closing documents
and funds.
3. Except as expressly amended by this Amendment, the Purchase
Agreement shall remain in full force and effect in accordance with
its terms and conditions in all other respects.
4. Capitalized terms used in this Amendment but not defined herein
shall have the same meaning as in the Purchase Agreement.
5. This Amendment may be executed in any number of counterparts, each
of which shall be considered an original but which, taken together,
shall be deemed one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
SELLER:
MEADOWBROOK INSURANCE GROUP, INC., a
Michigan corporation
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx, President and CEO
PURCHASER:
KIRCO ACQUISITION LLC, a Michigan limited
liability company
By:
---------------------------------------
A. Xxxxxx Xxxxxxx XX, President
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
SELLER:
MEADOWBROOK INSURANCE GROUP, INC., a
Michigan corporation
By:
---------------------------------------
Xxxxxx X. Xxxxxx, President and CEO
PURCHASER:
KIRCO ACQUISITION LLC, a Michigan limited
liability company
By: /s/ A. Xxxxxx Xxxxxxx XX
---------------------------------------
A. Xxxxxx Xxxxxxx XX, President
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