SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Exhibit 10.79
SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
CITYVIEW PROPERTY, XXXXX COUNTY, NEVADA
THIS
SECOND AMENDMENT TO REAL ESTATE PURCHASE
AND SALE AGREEMENT (this “Amendment”) is made and entered into as of November 30, 2018 (the “Amendment Date”), by and among Xxxxxxxxxx Ethanol Plant I, LLC, a Nevada limited liability company (“TEP”), TMII South Tech, LLC, a Nevada limited liability company (“TMII”), C.Y. & R.I. Heritage Inn of Palmdale, Inc., a Nevada corporation (“Heritage Inn Palmdale”), C.Y. Heritage Inn of Dayton, Inc., a Nevada corporation (“Heritage Inn Davton”), and 0000 Xxxxxxx Xxxxxx, LLC, a Nevada limited liability
company (“4424 Polaris” and, together with TEP, TMII, Heritage Inn Palmdale and Heritage Inn Dayton, the “Seller”) and Virgin Trains USA LLC f/k/a Brightline Holdings, LLC , a Delaware limited liability company (“Purchaser”).
RECITALS
A. Seller and Purchaser have previously entered into that certain Real Estate Purchase and Sale Agreement, dated September 17, 2018, as amended by that certain Amendment to Real Estate Purchase and Sale Agreement, dated as of October 31, 2018 , with respect to certain real property bearing Xxxxx County Assessor Parcel
Numbers 162-20-112-002 , 162-20-112-003, 162-20-214-004, 162-20-214-003, 162-20-214-005, 162-20-214-001, 162-20-214-002 and 162-20-112-001 as described more fully there in (as amended, the “Agreement”).
B. The parties hereto now desire to amend the Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference as though set forth in full.
2. Capitalized Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Agreement, unless otherwise defined herein.
3. Amendment. The Agreement shall be amended by deleting in its entirety and
replacing the definition of Inspect ion Period in Section 2.13 of the Agreement with the following:
“Inspection Period” shall mean the period commencing on the Effective Date and expiring at 12:00 p.m. (Pacific) on December 5, 2018.
4. Conflict.
This Amendment is and shall be
construed as a part of the Agreement. In case of any inconsistency between this Amendment and the Agreement, the provisions containing such inconsistency shall first be reconciled with one another to the maxim um extent possible, and then to
the extent of any remaining inconsistency, the terms of this Amendment shall be controlling.
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5. Force and Effect. Except as set forth in this Amendment, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
6. Counterparts: Facsimile or Electronic Signature: Authority. The parties hereto agree that this Amendment may be executed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. The parties further agree that this Amendment may be executed and delivered by facsimile or electronic signature, and that any facsimile or electronic signature shall be binding upon the party providing such signature as if it were the party’s original signature.
[Signatures appear on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Date.
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PURCHASER:
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VIRGIN TRAINS USA LLC f/k/a
BRIGHTLINE HOLDINGS, LLC
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a Delaware limited liability company
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By:
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/s/ Xxxxxxx Xxxx
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Name:
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Xxxxxxx Xxxx
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Title:
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Vice President
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[Signatures Continue on Following Page]
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SELLER:
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XXXXXXXXXX ETHANOL PLANT I, LLC,
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a Nevada limited liability company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Its:
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Manager
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TMII SOUTH TECH, LLC,
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a Nevada limited liability company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Its:
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Manager
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C.Y. HERITAGE INN OF DAYTON, INC.,
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a Nevada corporation
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Its:
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President
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0000 XXXXXXX XXXXXX, LLC
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a Nevada limited liability company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Its:
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Manager
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C.Y. & R.I. HERITAGE INN OF
PALMDALE, INC.
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a Nevada corporation
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Its:
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President
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Consent to Amendment
Western Alliance Bank, an Arizona corporation, as lender to Seller, hereby consents to this Amendment.
WESTERN ALLIANCE BANK,
an Arizona corporation
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Name:
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Xxxxxx Xxxxxxxx
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Its:
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Senior Vice President
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