Exhibit 10.1
CONTRACT OF SALE
THIS CONTRACT OF SALE (this "Agreement") is made and entered into as of the 15th
day of April, 2005, by and between Metro Affiliates, Inc., a New York
corporation having an address at 399 Exterior Street, Bronx, New York
10451("Seller") and Pantheon Properties, LLC, a New Jersey limited liability
company, having an address at 119 W. 57th Street, Penthouse South, New York, NY
10019 ("Purchaser").
W I T N E S S E T H:
A.
Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, at the price and upon the terms and conditions set forth in this
Agreement:
(a) the parcel of land more particularly described on Exhibit A
attached hereto and made a part hereof (collectively, the "Land"), together with
all right, title and interest, if any, of Seller in and to any streets and roads
adjoining the Land, (b) the buildings, improvements and other structures,
including an existing billboard located upon the Land (collectively, the
"Improvements"), (c) all other easements and rights appurtenant to the Land, if
any (collectively, the "Appurtenant Rights"), (d) all right, title and interest
of Seller in, to and under the Leases (as hereinafter defined), and (e) all
right, title and interest of Seller, if any, in and to the fixtures, equipment
and other personal property owned by Seller and attached or appurtenant to the
Land or Improvements which are (collectively, the "Personal Property"; the Land,
the Appurtenant Rights, the Improvements, the Leases, and the Personal Property,
collectively, the "Property").
B.
Purchaser acknowledges that the Property is being sold on an "as
is" "where is" and "with all faults" basis on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for $10.00 in hand paid and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1.
PURCHASE AND SALE.
UPON THE TERMS AND CONDITIONS HEREINAFTER SET
FORTH, SELLER SHALL SELL TO PURCHASER, AND PURCHASER SHALL PURCHASE FROM SELLER,
THE PROPERTY.
2.
PURCHASE PRICE.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR
THE PROPERTY SHALL BE THE SUM OF $4,460,000.
3.
PAYMENT OF PURCHASE PRICE.
THE PURCHASE PRICE SHALL BE PAID TO
SELLER BY PURCHASER AS FOLLOWS:
3.1
DEPOSIT.
CONCURRENTLY HEREWITH, PURCHASER SHALL DEPOSIT WITH
STROOCK & STROOCK & LAVAN LLP ("ESCROWEE") BY A BANK WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FEDERAL FUNDS TO AN ACCOUNT DESIGNATED BY ESCROWEE THE SUM
OF $25,000 (TOGETHER WITH ALL INTEREST THEREON, THE "INITIAL DEPOSIT"), WHICH
INITIAL DEPOSIT SHALL BE HELD BY ESCROWEE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF SECTION 10 HEREOF.
UPON THE EXPIRATION OF THE DUE DILIGENCE
PERIOD, AS DEFINED IN SECTION 4.2, UNLESS THE AGREEMENT IS OTHERWISE TERMINATED
PURSUANT TO ITS TERMS, PURCHASER SHALL DEPOSIT AN ADDITIONAL SUM WITH ESCROWEE
IN THE AMOUNT OF TWENTY FIVE THOUSAND ($25,000) DOLLARS (THE "ADDITIONAL
DEPOSIT").
THE INITIAL DEPOSIT AND/OR THE ADDITIONAL DEPOSIT, TOGETHER WITH ALL
INTEREST THEREON, MAY AT TIMES HEREIN BE COLLECTIVELY OR
SINGULARLY REFERRED TO