THIRD AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT
Exhibit 10.1
THIRD AMENDMENT TO
This
Third Amendment to Real Property Purchase and Sale Agreement (the
“Third
Amendment”) is made and entered into as of the 6th day
of April, 2018, by and between The State Media Company, a South
Carolina corporation (“Seller”), and Voltari
Real Estate Holding LLC, a Delaware limited liability company
(“Buyer”).
RECITALS
A.
Seller and Buyer entered into a Real Property Purchase and Sale
Agreement, dated as of January 19, 2018, as amended by that First
Amendment to Real Property Purchase and Sale Agreement, dated as of
February 26, 2018, and as further amended by that Second Amendment
to Real Property Purchase and Sale Agreement, dated as of March 29,
2018 (as amended, the “Purchase
Agreement”).
B.
Seller and Buyer desire to amend the Purchase Agreement to (i)
adjust the Purchase Price (as defined therein) and (ii) amend the
Purchase Agreement in certain other respects, all as more fully set
forth herein.
NOW, THEREFORE, in consideration of the
mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
Recitals. The foregoing recitals are
true and correct and are incorporated herein by this
reference.
2.
Purchase Price. Section 2.1 of the
Purchase Agreement is hereby deleted in its entirety and the
following is substituted in place thereof:
“2.1
Amount. The total purchase
price for the Property shall be Sixteen Million Six Hundred Twenty
Five Thousand Dollars ($16,625,000.00) (the “Purchase
Price”).”
3.
Exhibit B. Exhibit B attached to the
Purchase Agreement is hereby deleted in its entirety and replaced
with the revised Exhibit B attached hereto.
4.
Miscellaneous.
A. Each of Seller and
Buyer represents and warrants to the other that it has not
transferred or assigned its interests in, to and under the Purchase
Agreement and has full power and authority to enter into this Third
Amendment and that the Purchase Agreement, as amended by this Third
Amendment, shall be binding on Seller and Buyer,
respectively.
B. Terms not
specifically defined within this Third Amendment shall have the
meaning set forth in the Purchase Agreement.
C. Except as herein
specifically modified and amended, the Purchase Agreement shall
remain in full force and effect. From and after the date hereof,
the term "this Agreement" shall be deemed to refer to the Purchase
Agreement, as amended by this Third Amendment. If and to the extent
that any of the provisions of this Third Amendment conflict or are
otherwise inconsistent with any provisions of the Purchase
Agreement, the provisions of this Third Amendment shall
prevail.
D. This Third
Amendment shall be governed in all respects by the laws of the
State of South Carolina without regard to principles of conflict of
law.
E. This Third
Amendment may be executed in counterparts, and electronic
transmittal of the executed Third Amendment by each party shall be
sufficient to create a valid and binding agreement.
F. This Third
Amendment shall be binding upon the parties hereto and their
respective heirs, successors and assigns.
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IN WITNESS WHEREOF, Seller and Buyer
have executed this Third Amendment on the date first above
written.
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SELLER:
THE STATE MEDIA COMPANY,
a South
Carolina corporation
By:
/s/ R. Xxxxxx
Xxxxxxxx
Name:
R. Xxxxxx
Xxxxxxxx
Its:
Vice President, Asst.
Secretary & Treasurer
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BUYER:
VOLTARI REAL ESTATE HOLDING LLC,
a
Delaware limited liability company
By:
/s/ Xxxxx
Xxxxxxx
Name:
Xxxxx
Xxxxxxx
Its:
Chief Accounting
Officer
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