exv10w47



 





Exhibit 10.47




AMENDMENT TO LAND CONTRACT




     THIS AMENDMENT TO LAND CONTRACT (“Amendment”), made as of January 31, 2008, between
MEADOWBROOK INSURANCE GROUP, INC., a Michigan corporation, whose address is 26255 American Drive,
Southfield, Michigan 48304 (“Seller”), and MB CENTER II LLC, a Michigan limited liability company,
whose address is 101 W. Big Beaver Rd., Suite 200, Troy, Michigan 48084 (“Purchaser”).



WITNESSETH:




     WHEREAS, Seller and Purchaser have entered into a Land Contract dated July 15, 2004 (the ”Land
Contract”) for the sale and purchase of certain real property and/or interests therein located in
the City of Southfield, Oakland County, Michigan, presently described on the Land Contract as Unit
14 of the American Commerce Centre condominium (the “Property”); and



     WHEREAS, the Land Contract presently provides for a total purchase price of Three Million
Three Hundred Fifty-Five Thousand Three Hundred Ten and 00/100 ($3,581,459.00) of which there
remains a balance due of Two Million Nine Hundred Forty-Eight Thousand Two Hundred Fifty-Nine and
82/100 Dollars ($2,948,259.82) which was due and payable on July 15, 2007; and



     WHEREAS, Purchaser desires to extend the due date on the Land Contract for approximately
eighteen (18) months from November 1, 2007 and to provide the parties with an option to defer a
portion of the purchase price in exchange for an assignment to the Seller of a share of the
distributions to be made from operating revenues related to the Property;



     NOW THEREFORE, in consideration of the foregoing, the parties hereby agree to amend the Land
Contract as follows:




	1. Paragraph 1(b) shall be amended as follows. The balance of the purchase price ($2,948,259.82)
and any unpaid interest shall be paid in a balloon payment prior to, but in no event later than May
1, 2009 (the “Extension Period”). The interest rate for the Extension Period shall be a rate of
five percent (5%) per annum, simple interest. Purchaser shall make current any unpaid interest (at
the 5% rate) from July 1, 2007 through October 31, 2007 upon execution of this Amendment by the
parties hereto. Purchaser shall pay interest on the balance of the purchase price of
$2,948,259.82.






	2. During the Extension Period, the Purchaser shall have the option, at any time, to: (1) pay the
purchase price referred to in Paragraph 1 above, or (2) reduce the Principal (as defined in the
Land Contract) balance due upon payoff of the Land Contract by Seven Hundred Fifty Thousand and
00/100 Dollars ($750,000.00) from Two Million Nine Hundred Forty-Eight Thousand Two Hundred
Fifty-Nine and 82/100 Dollars ($2,948,259.82) to Two Million One Hundred Ninety-Eight Thousand Two
Hundred Fifty-Nine and 82/100 Dollars ($2,198,259.82) if the Purchaser is able to consummate a
lease transaction sufficient to satisfy construction lender requirements and to permit construction
on the Property. In the event Purchaser exercises option 2 above, Seller shall be assigned a
seventeen percent (17%) interest in the net distributions to be made to members of the Purchaser
from the operating revenues of the Property in exchange for Seller’s agreement to the purchase
price reduction of $750,000.00, until such time as the Property is sold. The seventeen
percent (17%) interest in the net operating cash flow distributions to be assigned to Seller shall
come from the member share of




 









 










KIRCO Development LLC, whose share of net operating cash flow distributions shall be reduced to one
percent (1%). Upon the sale of the Property, Seller shall be paid any undistributed operating cash
flow distributions owed to Seller, plus the sum of Seven Hundred Fifty Thousand and 00/100 Dollars
($750,000.00) representing the deferred portion of the Principal. The payment of the Seven Hundred
Fifty Thousand and 00/100 Dollars ($750,000.00) in deferred Principal shall be a preferred payment
and shall be paid before distributions of sale proceeds to any of the members of the LLC, in full
satisfaction of all of Purchaser’s obligations to Seller under this Land Contract. Thereafter,
Seller shall have no further right to participate in the distribution of sale proceeds or other
revenues from Purchaser. Purchaser shall provide written notification to Seller of its option
exercise, in accordance with the terms of the Land Contract.





	3. Seller and Purchaser acknowledge that, due to the refusal of the City of Southfield Building
Department to approve the separation of the Property from Seller’s adjoining property, presently
designated as Unit 13 of the American Commerce Centre condominium, without construction of a solid
fire wall between the properties, which cannot be done without changing the configuration of the
connector and changing the character of the building in a manner that is not acceptable to either
Seller or Purchaser, Seller and Purchaser are in the process of re-combining the Property of
Seller’s adjoining Unit 13, and creating a two unit office condominium on the combined properties,
to be known as Meadowbrook Condominium (or if that name is not available at the time of recording,
such other name as Seller shall reasonably determine) (the “Condominium”). Seller and Purchaser
shall continue to cooperate in connection with the creation of the Condominium, including without
limitation, executing a master deed creating the Condominium or, in the case of Purchaser, a land
contract vendee’s consent thereto, and such other documents as may be necessary to effectuate the
same. Upon recording of the master deed for the Condominium, this Land Contract shall be deemed to
be automatically amended to change the description of the Property to Unit 2 of the Condominium,
and the parties shall execute and record an amended memorandum of land contract evidencing that
change. The deed to be delivered, pursuant to this Land Contract, shall convey Unit 2 of the
Condominium.






	4.	 	Except as amended hereby the Land Contract shall remain in full force and effect.





     IN WITNESS WHEREOF, the parties have executed this Amendment to Land Contract as of the date
first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	PURCHASER:	 	 	 	SELLER:
	 
	 	 	 	 	 	 	 	 	 	 
	MB CENTER II LLC, a Michigan limited	 	 	 	MEADOWBROOK INSURANCE GROUP,
	liability company	 	 	 	INC., a Michigan corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	KIRCO Development LLC a Michigan	 	 	 	 	 	 
	 	 	limited liability company	 	 	 	 	 	 
	Its:

	 	Manager
	 	 	 	By:
	 	/s/ Robert S. Cubbin
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Robert S. Cubbin
	 

	 	By:
	 	/s/ A. Mathew Kiriluk, II
	 	 	 	Its:
	 	President & CEO
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	A. Mathew Kiriluk, II	 	 	 	 	 	 
	 

	 	Its:
	 	President