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As Of Filer Filing For·On·As Docs:Size 8/10/07 McClatchy Co 10-Q 7/01/07 7:1.4M |
Document/Exhibit Description Pages Size 1: 10-Q McClatchy 2nd Qtr 2007 10-Q HTML 681K 4: EX-31.1 Exh 31.1 Gary Pruitt Signature HTML 14K 5: EX-31.2 Exh 31.2 Pat Talamantes Signature HTML 14K 6: EX-32.1 Exh 32.1 Gary Pruitt Signature HTML 8K 7: EX-32.2 Exh 32.2 Pat Talamantes HTML 8K 2: EX-99.1 CHARTER Exhibit 10.23 Contract for Purch & Sale of HTML 151K Real Property 3: EX-99.1 CHARTER Exhibit 10.24 Lst Amend. to Contract of Purch HTML 50K & Sale of Real Property
1.
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Recitals.
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The
above recitals are true and correct and incorporated herein by reference
as if set forth in full.
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2.
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Capitalized
Terms.
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Any
capitalized terms herein and not otherwise defined shall have the
same
meanings as described to them in the Existing
Contract.
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3.
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Seller. Any
reference to Sellers in the Existing Contract shall now only refer
to
Richwood and McClatchy.
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4.
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Closing
Date. Section 1.2 of the Existing Contract is
deleted in its entirety, and in lieu thereof, shall be replaced with
the
following:
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on or before 5:00pm EDT on October 1, 2007: | $5,000,000.00 |
on or before 5:00pm EDT on January 1, 2008: | $5,000,000.00 |
on or before 5:00pm EDT on April 1, 2008: | $5,000,000.00 |
on or before 5:00pm EDT on July 1, 2008: | $5,000,000.00 |
on or before 5:00pm EDT on October 1, 2008: | $5,000,000.00 |
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7.
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Acceleration
of Closing Date. Buyer may, upon 10 days
prior written notice to Seller, elect to close on the purchase of
the
Herald Property prior to the Closing Date. In the event Buyer
closes on or before June 30, 2008, Buyer shall receive a reduction
in the
Purchase Price in an amount equal to Ten Million and 00/100 Dollars
($10,000,000.00) such that the Purchase Price payable under the Contract
shall be One Hundred Eighty Million Dollars ($180,000,000) (the “180
Million Dollar Price”); as such date may be extended by reason of Seller
adjourning the Closing in accordance with the terms of the Amended
Contract, or Seller failing to satisfy the conditions to Closing
as or
before such date, or Seller defaulting on its obligation to close
on or
before such date in which event the 180 Million Dollar Price shall
still
apply. In the event Buyer closes on or before September 30, 2008,
Buyer
shall receive a reduction in the Purchase Price in amount equal to
Five
Million and 00/100 Dollars ($5,000,000.00) such that the Purchase
Price
payable under the Contract shall be One Hundred Eighty-Five Million
Dollars ($185,000,000) (the “185 Million Dollar Price”); as such date may
be extended by reason of Seller adjourning the Closing in accordance
with
the terms of the Amended Contract, or Seller failing to satisfy the
conditions to Closing as or before such date, or Seller defaulting
on its
obligation to close on or before such date in which event the 185
Million
Dollar Price shall still apply.
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8.
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Condition
of Property. Buyer acknowledges that, to the best
of its knowledge, as of the date hereof, and except with respect
to the
Environmental Condition, (which is addressed in Section 13 herein),
Seller
is not in breach of the Existing Contract, and if Closing were to
occur at
this time, Buyer would have no basis upon which to declare Seller
in
breach of the Existing Contract or upon which to direct Escrow Agent
to
return the Deposit to Buyer. Seller acknowledges that, to the
best of its knowledge, Buyer is not in breach of the Existing Contract,
and if the Closing were to occur at this time, Seller would have
no basis
upon which to declare Buyer in breach of the Existing Contract or
upon
which to direct Escrow Agent to pay the Deposit to
Seller.
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9.
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Truck
Staging. Section 1.5 of the Existing Contract
(“Easements”) is hereby modified by deleting the following
language:
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(i) an
easement to be granted by Buyer to Seller over a portion of the Land
described as “Lot C”, and a portion of the Land commonly known as N.E.
14th
Street, in favor of Seller for the use of its trucks and heavy equipment
for access, ingress and egress, and the staging of trucks for pickup
and
delivery of materials (the “Truck
Easement”)
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10.
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Parking. Section
1.5 of the Existing Contract (“Easements”) is hereby
modified by deleting the following
language:
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11.
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Environmental
Liability. The parties acknowledge that the Seller
has been working to complete Seller’s Remedial Obligations as set forth in
Exhibit “M” to the Existing Contract. A disagreement has arisen
among the parties concerning whether Seller has satisfied Seller’s
Remedial Obligations as set forth in Exhibit “M” to the Existing Contract.
Buyer acknowledges that upon the filing by Seller of an application
for a
legally binding determination of No Further Action with Conditions
(“NFA
with Conditions”) to be issued and approved by the Miami Dade Department
of Environmental Resource Management ("DERM") which application is
identical in form and substance to that which was electronically
delivered
to Buyers on August 8, 2007, (a copy of which is attached hereto
as
“Exhibit C”), Seller shall have completed Seller’s Remedial
Obligations. Buyer shall thereafter contact and work with DERM
directly with respect to the NFA with Conditions, and Buyer’s obligation
to close shall be as otherwise required by this Amendment. Buyer has
reviewed the NFA with Conditions and has contacted DERM independently
to
ascertain the current environmental condition of the Property and
upon
execution of this Amendment shall be deemed to accept the Property
subject
only to Seller’s obligations set forth in this paragraph. If,
subsequent to Seller's submission of the request for NFA with Conditions,
DERM requires additional remediation or other work on the Property
as a
condition for issuing an NFA with Conditions, Buyer shall be responsible
for completing such work as directed by DERM ("Additional DERM-Required
Work"), provided that the Amended Contract has not been terminated.
If the Amended Contract is terminated, Buyer shall have no obligation
to
Seller or to any third party to (i) conduct any additional DERM-Required
Work or (ii) otherwise perform any environmental assessment or remedial
activities under federal, state or local law. To the extent Buyer
performs any Additional DERM- Required Work prior to Closing, Seller
hereby consents to providing Buyer with reasonable access to the
Property
as necessary to perform the Additional DERM-Required Work, and Buyer
agrees to indemnify Seller for any injury to persons or damage to
property
arising out of Buyer’s negligence and/or Buyer's intentional wrongful acts
and/or Buyer's intentional wrongful omissions in the performance
of such
additional DERM-Required Work by Buyer in connection with obtaining
an NFA
with Conditions Letter prior to Closing (it being understood that
such
indemnification obligations shall survive any termination of the
Amended
Contract.). Upon delivery to DERM of the application for the NFA
with
Conditions, Seller shall have no further liability hereunder to Buyer
or
its successor and assigns for Seller’s Remedial Obligations.
Notwithstanding the foregoing, if DERM requires documentation of
any work
previously performed by Seller, information regarding title or survey
or
similar matters, or evidence of Seller’s consent to Buyer’s performance of
remedial activities, Seller agrees to cooperate with Buyer to provide
the
information to DERM in a diligent and timely manner (it being understood
that Seller shall have no obligation to Buyer or its successors and
assigns to complete any further field work, sampling, testing or
remediation of any kind with respect to any DERM-Required Work). To
the extent any of this Amendment is inconsistent with Exhibit “M,” the
terms of this Amendment shall
govern.
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12.
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Legal
Description. The parties acknowledge that a
disagreement arose with respect to the legal description of the Land
which
Seller had agreed to convey to Buyer and which Buyer agreed to purchase
from Seller. Buyer hereby waives any further objection to the
accuracy of such legal description and shall accept title to the
Property
with the legal description attached to this First Amendment as
Exhibit
“E”.
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13.
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Covenant
in lieu of Unity of Title. It is intended
that the property described on Exhibit “F” will be
divided pursuant to a Covenant in Lieu of Unity of Title. At
Closing, Buyer and Seller shall execute any and all documents required
to
apply for and secure the Covenant in lieu of Unity of Title, which
is
attached hereto as Exhibit “G”, including the
submission of any documents reasonably required by the City of
Miami.
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15.
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Geo-Technical
Testing. Buyer shall have the right to enter upon
the Land and Improvements as of the date of this Amendment and until
the
Closing Date for the purpose of conducting soil borings and test
piles
(collectively referred to herein as “Geo-Technical
Testing”). Buyer acknowledges that the purpose of the
Geo-Technical Testing is limited to determining the location and
design of
foundations and the length of piles. Prior to entering the land to
conduct
Geo-Techncical Testing, Buyer shall provide Seller with reasonable
notice
of Buyer’s intent to conduct Geo-Technical Testing, which notice shall
include a brief description of the approximate location of, and time
and
personnel needed to conduct Geo-Technical Testing. Buyer’s
Geo-Technical Testing shall not unreasonably interfere with Seller’s use
of the Property. To the extent Buyer performs any Geo-Technical
Testing prior to Closing, Seller hereby consents to providing Buyer
with
reasonable access to the Property as necessary to perform the
Geo-Technical Testing, and Buyer agrees to indemnify Seller for any
injury
to persons or damage to property arising out of Buyer’s negligence and/or
Buyer's intentional wrongful acts and/or Buyer's intentional wrongful
omissions in the performance of such additional Geo-Technical Testing
by
Buyer (it being understood that such indemnification obligations
shall
survive any termination of the Amended Contract). Buyer shall
not conduct any environmental sampling of the Property in connection
with
Buyer’s performance of any Geo-Technical Testing. The results of any
Geo-Technical Testing performed by Buyer shall not modify Seller’s
Remedial Obligations as set forth in the Existing Contract, Exhibit
“M” to
the Existing Contract, or Paragraph 11 of this
Amendment. Buyer’s obligation to close shall be as otherwise
required by this Amendment. To the extent any of this Amendment
is inconsistent with Paragraph 4.1 of the Existing Contract or Exhibit
“M,” the terms of this Amendment shall
govern.
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/08 | 4 | |||
10/1/08 | ||||
9/30/08 | 8-K | |||
7/1/08 | ||||
6/30/08 | 11-K | |||
4/1/08 | 8-K/A | |||
1/1/08 | ||||
12/1/07 | ||||
10/1/07 | ||||
Filed on: | 8/10/07 | SC 13G/A | ||
8/8/07 | SC 13G | |||
For Period End: | 7/1/07 | |||
6/27/06 | 3, 4, 425, 8-K | |||
3/3/05 | ||||
List all Filings |