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<br />ORIGINAL <br /> <br />SECOND AMENDMENT TO <br />AGREEMENT OF SALE AND PURCHASE <br /> <br />THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this <br />"Amendment") is dated for reference purposes as of June 17,2009, by and between LONESTAR <br />CALIFORNIA, INC., a Delaware corporation ("Seller"), and THE CITY OF REDWOOD CITY, <br />a charter city and municipal corporation of the State of California ("Buyer"). <br /> <br />RECITALS <br /> <br />A. Buyer and Seller are parties to an Agreement of Sale and Purchase dated as of <br />April 16, 2009 (the "Agreement"). <br /> <br />B. On or about June 3, 2009, Buyer and Seller executed a First Amendment to <br />Agreement of Sale and Purchase Agreement for the purpose of extending the Feasibility Period, <br />Closing Date and Extension Options (the "First Amendment"). <br /> <br />C. Buyer and Seller desire to enter into a Second Amendment as set forth below. <br /> <br />Buyer and Seller now agree as follows: <br /> <br />AGREEMENT <br /> <br />1. Feasibilitv Period. The last day of the Feasibility Period set forth in Section 3 of <br />the Agreement is extended from June 17,2009, to 4:00 p.m. Eastern Time on June 19,2009. All <br />other provisions of Section 3 remain in effect. <br /> <br />2. Closing/Settlement. The Closing Date as set forth in Section 5 of the Agreement <br />is June 24, 2009. Seller shall have two (2) options to extend the Closing Date (each, an <br />"Extension Option") until, respectively, (a) July 28, 2009 (the "First Extension Option Period") <br />and (b) August 27, 2009 (the "Second Extension Option Period"). If the Seller exercises the <br />First Extension Option in accordance with this Section 5, then the Closing Date shall be July 28, <br />2009, and if Seller exercises the Second Extension Option, then the Closing Date shall be August <br />27, 2009. All other provisions of Section 5 remain in effect. <br /> <br />3. Use Restriction. Section 24 is hereby deleted and replaced with the following: <br /> <br />USE RESTRICTION: As a material inducement to Seller's agreement to sell the <br />Property to Buyer, for a period of twenty (20) years following the Document Date, Buyer <br />and its heirs or assigns shall not develop, use or operate the Property, or permit the <br />Property to be used, developed or operated, for the purpose of producing or <br />manufacturing for sale or distribution of ready-mix concrete, concrete aggregates, fly ash, <br />slag, cement, concrete block, asphalt, pipe, cementitious material products competitive <br />with those sold or furnished by Seller. Seller shall have the right to enforce, by <br />proceedings at law or in equity, the restrictions and covenants imposed by this provision <br />including the right to prevent the violation of such restrictions and covenants, and the <br />right to recover damages or other amounts due for such violation. Buyer acknowledges <br />that breach of this Use Restriction would cause immediate and irreparable harm to Seller <br />for which money damages would be inadequate. Therefore, Seller shall be entitled to <br />