Exhibit 10.1A
PURCHASE AND SALE AGREEMENT FOR UNIMPROVED LAND
(TC-2, TC-3 and TC-4)
THIS AGREEMENT ("Agreement") made and entered into by and among JAN MALCOLM
JONES, JR, INDIVIDUALLY, RANDALL THOMAS SKINNER, INDIVIDUALLY, EDWARD SKINNER
JONES, AS TRUSTEE OF THE EDWARD SKINNER JONES REVOCABLE LIVING TRUST DATED
JANUARY 31, 1989, ARTHUR CHESTER SKINNER, III, AS TRUSTEE OF THE ARTHUR CHESTER
SKINNER, III REVOCABLE LIVING TRUST DATED FEBRUARY 10, 1984, AS AMENDED,
VIRGINIA JONES CHAREST, FORMERLY KNOWN AS VIRGINIA SKINNER JONES, AS TRUSTEE OF
THE VIRGINIA SKINNER JONES LIVING TRUST DATED SEPTEMBER 16, 1998, DAVID GODFREY
SKINNER, AS TRUSTEE OF THE DAVID GODFREY SKINNER REVOCABLE LIVING TRUST DATED
MARCH 12, 1986, AS AMENDED, PATRICIA SKINNER CAMPBELL, AS TRUSTEE OF THE
PATRICIA SKINNER CAMPBELL REVOCABLE TRUST AGREEMENT DATED OCTOBER 24, 2002, AS
AMENDED, CHRISTOPHER FORREST SKINNER, AS TRUSTEE OF THE CHRISTOPHER FORREST
SKINNER REVOCABLE LIVING TRUST DATED NOVEMBER 28, 1989, and KATHERINE SKINNER
NEWTON, AS TRUSTEE OF THE KATHERINE SKINNER NEWTON LIVING TRUST AGREEMENT DATED
MARCH 31, 1987, as amended, owners of record (hereinafter collectively referred
to as "SELLER"), and PGP JACKSONVILLE TC, LLC, a Delaware limited liability
company, or its assigns (hereinafter referred to as "BUYER"),
FEIN
.
RECITALS
A. Seller is the owner of (i) those certain unimproved parcels of land
containing 45.47 acres, more or less, (ii) the "Pond Parcel" containing 28.15
acres, more or less, and (iii) "Lake No. 1" containing 16.85 acres, more or
less, all located in the City of Jacksonville, Duval County, Florida, which are
more particularly depicted on Exhibit "A" attached hereto and incorporated
herein (the "Property").
B. Buyer wishes to purchase and Seller desires to sell the Property on the terms
stated herein.
DEFINITIONS
Purchase Price:
The Purchase Price shall be $46,758,500.00.
Escrow Agent:
Rogers Towers, P.A.
Initial Deposit:
$500,000,00 (nonrefundable under all circumstances except as specifically
provided herein).
Deposit:
The Initial Deposit and any other deposit hereunder which is to be held as part
of the Deposit, and all interest earned thereon. Inspection Period: A period of
60 days beginning on the Effective Date, subject to extension as set forth in
Section 6b. below.
Closing Date:
30 days following the expiration of the Zoning Period and expiration of the
applicable zoning appeal period, without an appeal having been filed.
Property Use:
A mixed use development including but not limited to one or more of the
following uses: retail, restaurant, hotel, office and multi-family.
Broker:
Buyer's Broker: Cantrell & Morgan
Seller's Broker: None
Buyer's Notice Address:
PGP Jacksonville TC, LLC
c/o Books-A-Million, Inc.
402 Industrial Lane
Birmingham, ALA 35211
Attn: Mr. Jay Turner
Phone:
Email: 
With a copy to:
Phillip D. Corley, Jr.
Wallace, Jordan, Ratliff & Brandt, LLC
800 Shades Creek Parkway, Suite 400
Birmingham, AL 35209
Phone: 205-874-0335
Email: 
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged by the
parties, it is agreed:
TERMS
1. Conveyance. Subject