mni8kmiami.htm


    THIRD
AMENDMENT TO CONTRACT FOR PURCHASE

    AND SALE OF REAL
PROPERTY

    


    


    This
Third Amendment to Contract for Purchase and Sale of Real Property (the "Third
Amendment") is made and entered into as of the 30th day of
December, 2008, by and between RICHWOOD, INC., a Florida corporation
(“Richwood”) and The McClatchy Company, a Delaware corporation
(“McClatchy”, and together with Richwood, hereinafter collectively referred to
as the "Seller"), and CITISQUARE GROUP, LLC, a Florida
limited liability company (the "Buyer").

    


    


    W
I T N E S S E T H:

    


    


               WHEREAS, Richwood, Miami
Herald Publishing Company, a Florida corporation (“MHPC”) and Knight-Ridder,
Inc., a Florida corporation (collectively, the “Original Sellers”), and Buyer
entered into that certain Contract for Purchase and Sale of Real Property
effective as of March 3, 2005 as amended by that certain First Amendment (the
"First Amendment") dated August 10, 2007 and as further amended by that certain
Second Amendment (the “Second Amendment”) dated December 20, 2007 (said contract
as modified by the First Amendment and the Second Amendment being herein called
the “ Existing Contract”, and as further modified by this Third Amendment being
herein called the “Amended Contract”) pursuant to which Original Sellers agreed
to sell to Buyer and Buyer agreed to buy from Original Sellers certain real
estate located in Miami-Dade County, Florida as more particularly described
therein (the “Herald Property”); and

    


               WHEREAS, Buyer and Seller have
agreed to modify certain provisions of the Existing Contract on the terms and
conditions set forth herein.

    


               NOW THEREFORE, in
consideration of Ten Dollars ($10.00) and the mutual promises contained herein,
the receipt, sufficiency and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Recitals.

            	
              The
      above recitals are true and correct and incorporated herein by reference
      as if set forth in full.

            


    

    


    
      	
               
      

            	
              2.

            	
              Capitalized
      Terms.

            	
              Any
      capitalized terms herein and not otherwise defined shall have the same
      meanings as described to them in the Existing
  Contract.

            


    

    


    
      	
              3.  

            	
              Seller.   Any
      reference to Sellers in the Existing Contract shall now only refer to
      Richwood and McClatchy.

            


    

    


    
      	
               
      

            	
              4.

            	
              Closing
      Date.   Section 1.2 of the Existing Contract is
      hereby deleted in its entirety, and in lieu thereof, shall be replaced
      with the following:

            


    

    


    
      	
               
      

            	
              “The
      Closing Date shall be June 30, 2009, or such other date provided by this
      Contract.”

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              5.

            	
              Termination
      of Right of First Refusal.  Section
      22.24 of the Existing Contract is hereby deleted in its entirety and Buyer
      shall no longer have a right of first refusal with regard to the Miami
      Herald Building Site.

            


    

    


    
      	
               
      

            	
              6.

            	
              Extension
      of Closing Date.  Buyer may, by written notice to Seller
      ten (10) days prior to the Closing Date, elect to extend the Closing Date
      until no later than December 31, 2009.  If Buyer elects to
      extend the Closing Date, Section 6 of the Second Amendment shall be
      deleted in its entirety, and in lieu thereof, shall be replaced with the
      following:

            


    

    


    
      	
               
      

            	
              “Mark
      Siffin (“Siffin”), who is a principal of one of the development groups
      affiliated with Buyer, by his signature below, agrees that in the event
      Buyer fails to close on the purchase of the Property on or before December
      31, 2009, by reason of Buyer’s default under the Contract, Siffin shall
      pay Seller a termination fee of Six Million Dollars ($6,000,000.00) (the
      “Termination Fee”) within ten (10) days following such failure to
      close.”

            


    

    


    
      	
               
      

            	
              This
      amendment to Section 6 of the Second Amendment shall be self-operative and
      no further agreements or instruments shall be required to be executed and
      delivered by the parties to evidence the
same.

            


    

    


    
      	
               
      

            	
              7.

            	
              Financial
      Statements.  In the event Buyer elects to extend the
      Closing Date pursuant to Paragraph 6 above, then ten (10) days prior to
      the Closing Date, Siffin shall provide Seller with copies of his most
      recent financial statements providing evidence, to Seller’s reasonable
      satisfaction, that Siffin has sufficient net funds or net assets to
      satisfy his obligation to pay the Termination Fee.  If Siffin
      shall fail to timely provide such evidence, then the Closing Date shall
      not be extended past June 30, 2009.Seller agrees that the contents of such
      financial statements shall remain confidential and the sole purpose of
      providing such financial statements is to confirm Siffin’s ability to pay
      the Termination Fee in the event payment is required pursuant to the
      Amended Contract.

            


    

    


    
      	
               
      

            	
              8.

            	
              Parking
      Easement and Parking Lease.

            


    

    


    a.  Section
III of the form Parking Easement attached as Exhibit “H” to the First Amendment
shall be deleted in its entirety and replaced with the following in its
stead:

    


    “Grantor
hereby grants to Grantee, for the use and benefit of Grantee, its employees,
customers, invitees, Permitted Tenants (as hereinafter defined) of the Herald
Property (and any employees, customers or invitees of such Permitted Tenants)
and in the event of a transfer or lease of the Herald Property together with the
business operating thereon (a “Successor Operator”), to such Successor Operator,
and its employees, customers, and invitees, an access easement for (i) vehicular
and pedestrian ingress and egress and (ii) the parking of automobiles and other
standard sized vehicles on, over, across and through the Easement
Area.  As used herein, the term “Permitted Tenant” shall mean any
tenant permitted by Grantee to lease space at the Herald Property, and then in
occupancy of such space, at the Herald Property in accordance with the terms and
conditions contained herein, including, without limitation, Section VI
hereof.  Notwithstanding the foregoing, Permitted Tenant shall be
permitted to change the use of any space occupied by such Permitted Tenant at
the Herald Property, so long as the use of at least 51% of the total
improvements located on the Herald Property remains unchanged and so long as no
portion of the improvements is being used for retail purposes (other than retail
purposes ancillary to the current use of the improvements).”

    


    b.  Section
1.05 of the Form of Parking Lease attached as Exhibit “I” to the First Amendment
shall be deleted in its entirety and replaced with the following language in its
stead:

    


    “The
Parking Spaces or the Leased Premises shall be used exclusively by Tenant, its
employees, customers, invitees, Permitted Tenants (as hereinafter defined) of
the Herald Property (and any employees, customers or invitees of such Permitted
Tenants), and in the event of a transfer or lease of the Herald Property by
Tenant, together with the business operating thereon (a “Successor Operator”) by
such Successor Operator and its employees, customers and invitees.  As
used herein, the term “Permitted Tenant” shall mean any tenant permitted by
Tenant to lease space, and then in occupancy of such space, at the Herald
Property in accordance with the terms and conditions contained herein,
including, without limitation, Section 2.02 hereof.  Notwithstanding
the foregoing, Permitted Tenant shall be permitted to change the use of any
space occupied by such Permitted Tenant at the Herald Property, so long as the
use of at least 51% of the total improvements located on the Herald Property
remains unchanged and so long as no portion of the improvements is being used
for retail purposes (other than retail purposes ancillary to the current use of
the improvements).”

    


    c.  Section
7.01 of the form of Parking Lease attached as Exhibit “I” to the First Amendment
shall be deleted in its entirety and replaced with the following language in its
stead:

    


    “Except
as provided in Section 1.05, Tenant shall not assign, sublease, mortgage or
transfer this Lease.  Notwithstanding the foregoing, however, Tenant
shall have the right to sublease to any Permitted Tenant (and any employees,
customers or invitees of such Permitted Tenant) of the Herald Property, or allow
any Permitted Tenant (and any employees, customers or invitees of such Permitted
Tenant) of the Herald Property to use or occupy, a percentage of the Parking
Spaces without the written consent of Landlord, so long as any rights given to
Permitted Tenant shall be no greater than the rights granted to Tenant under
this Lease.”

    


    
      	
               
      

            	
              9.

            	
              Claim
      of Lien.  Seller
      has been provided notice as of October 10, 2008 that a claim of lien had
      been filed against all or a portion of the Property by Cooper Cary, Inc.
      in the Official Records of Miami-Dade County, Florida (the “Claim of
      Lien”), a copy of which is attached hereto as Exhibit “A”.  This
      Claim of Lien reflects amounts allegedly owed to Cooper Cary, Inc. for
      architectural services provided pursuant to a contract with Maefield
      Development and Maefield Holdings, LLC, for a total value of approximately
      $406,009.68 of which over $400,000 remains unpaid.  Buyer hereby
      agrees to diligently contest the Claim of Lien and have the same
      discharged of record.  In the event the Closing does not occur
      as provided herein, Buyer shall be obligated to discharge such Claim of
      Lien prior to termination of the Amended
  Contract.

            


    

    


     

    
      	
              10.

            	
              Time
      of the Essence.  Time is of the essence of the Amended
      Contract.

            


    

     

    


    
      	
               
      

            	
              11.

            	
              No
      Breach of Contract.  Each of Buyer and Seller
      acknowledges and agrees that as of the date hereof, it is not aware of any
      breach of the Amended Contract by the other party, and all notices between
      the parties and their respective counsel exchanged from and after December
      1, 2007, including any claims of breach, through and including the date
      hereof are hereby withdrawn and are of no force or
  effect.

            


    

    


    
      	
               
      

            	
              12.

            	
              Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original, but all of which shall constitute one and the
      same instrument.

            


    

    


    
      	
               
      

            	
              13.

            	
              Ratification.  Except
      as modified hereby, the Existing Contract is hereby ratified and
      confirmed.

            


    

    


    


    


    [NO
FURTHER TEXT ON THIS PAGE]

    


    IN WITNESS WHEREOF, this Third
Amendment to Contract is entered into as of the date first appearing
above.

    


    


    


    


                                                          BUYER:

    CITISQUARE
GROUP, LLC, a Florida limited liability company

    


                                                          By:           /s/Pedro
A. Martin

                                                          Name:    
Pedro A. Martin

                                                          Title:      President

    


    


                                                          SELLER:

    RICHWOOD,
INC., a Florida corporation

    


                                                          By:           /s/Karole
Morgan-Prager

                                                          Name:   
 Karole Morgan-Prager

                                                          Title:      Secretary

    


    THE
McCLATCHY COMPANY., a Delaware corporation

                            By:           /s/Gary
Pruitt

                                                           Name:     
Gary Pruitt

                  
Title:       COB, President &
CEO

    


    SIFFIN (solely
for purpose of confirming his obligations under Paragraph 6 above):

     

    By:/s/Mark
Siffin

    Name: Mark
Siffin, an individual