MASTER AMENDMENT TO CONTRIBUTION AGREEMENTS
Exhibit 10.2
MASTER AMENDMENT TO CONTRIBUTION AGREEMENTS
This Master Amendment to Contribution Agreements (“Amendment”) is made as of the
9th day of November, 2007, by and between Arizona Land Income Corporation, an Arizona
corporation (“Acquiror”) and POP Venture, LLC, a Delaware limited liability company
(“Contributor”).
WHEREAS, Acquiror and Contributor each entered into ten (10) separate and distinct
Contribution Agreements, each dated as of November 2, 2006 (collectively, the “Contribution
Agreements” and individually, a “Contribution Agreement”); and
WHEREAS, each of the Contribution Agreements is listed on Exhibit “A” attached hereto
and incorporated herein by this reference and, in each instance, the Project (as defined in the
Contribution Agreements) that is the subject of that particular Contribution Agreement is also
identified; and
WHEREAS, pursuant to the terms of the Contribution Agreements, Contributor has agreed to
contribute to Acquiror, and Acquiror has agreed to the contribution of, the Contributor’s (or that
of the designated POP Members’, as defined in the Contribution Agreements) ownership interests in
certain POP Affiliates (as defined in the Contribution Agreements), which POP Affiliates are the
indirect owners of certain fee simple and leasehold interests in ten (10) separate and distinct
Projects; and
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(a) | the “Title Company” shall mean First American Title Insurance Company or one or more additional title insurance companies with national operations; | ||
(b) | Acquiror has received the Title Commitments; and | ||
(c) | at Closing, Acquiror shall accept delivery of either (i) the Title Policy (or a so-called “marked-up” Title Commitment or pro forma Title Policy), as contemplated in Section 12.1.9 of the Contribution Agreements or (ii) a so-called “date down endorsement” issued with respect to Contributor’s existing owner’s title insurance policy for a given Project (each, an “Existing Title Policy”). In the event Acquiror receives a “date down endorsement” to an Existing Title Policy (x) the insurance coverages provided pursuant to that Existing Title Policy shall be updated to and including the Closing Date; provided, however, such updating shall not include updated surveys; (y) the amount of insurance coverage provided by the Existing Title Policy shall be increased to an amount equal to the Gross Asset Value for that particular Project (in the event the Gross Asset Value is in excess of the insured amount); and (z) the Existing Title Policy shall be further endorsed through the issuance of a “Fairway endorsement” insuring that the Title Company shall not interpose as a defense to a claim of coverage under such policy the fact that a dissolution of the insured limited liability company has occurred, or a new limited liability company has been formed, solely by reason of the withdrawal or replacement of one or more of the members of the original insured limited liability company so long as the insured remains as the title holder, and no new limited liability company is explicitly formed. |
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and Contributor, pursuant to Sections 4 and 17 of the Fourth Amendment to Master Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above
written.
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ACQUIROR: Arizona Land Income Corporation, an Arizona corporation |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Xxxxxx X. Xxxxxx | ||||
Chairman of the Board, Chief Executive Officer and Chief Financial Officer |
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CONTRIBUTOR: POP Venture, LLC, a Delaware limited liability company By: POP Funding, LLC, its managing member By: JHS Manager, LLC, its manager |
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By: | /s/ Xxx X. Xxxxxxx | |||
Xxx X. Xxxxxxx | ||||
Sole Member |
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Exhibit ‘A’
1. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for Waterfront Plaza (500 Ala Moana Boulevard, Honolulu, HI 96813) | |
2. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for Davies Pacific Center (841 Xxxxxx Street, Honolulu, HI 96813) | |
3. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for Pan Am Building (1600 Kapiolani Boulevard, Honolulu, HI 96815) | |
4. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for First Insurance Center (1100 Xxxx Avenue, Honolulu, HI 96814) | |
5. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for PBN Building (1833 Kalakaua Avenue, Honolulu, HI 96815) | |
6. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for City Center (810 Xxxxxxxx Street, Honolulu, HI 96813) | |
7. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for City Square (3800, 3838 and 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 85012) | |
8. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for Sorrento Technology Center (10140 and 00000 Xxxxxx Xxxx, Xxx Xxxxx, XX 92121) | |
9. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for Seville Plaza (5469, 5471 and 0000 Xxxxxx Xxxxx Xxxx, Xxx Xxxxx, XX 00000) | |
10. | Contribution Agreement between Arizona Land Income Corporation and Pop Venture, LLC, dated as of November 2, 2007, for US Bank (101 North First Avenue, Phoenix, Arizona 85003) |
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