Exhibit 10.2
MASTER AMENDMENT TO CONTRIBUTION AGREEMENTS
This Master Amendment to Contribution
Agreements (“ Amendment ”) is made as of the 9
th day
of November, 2007, by and between Arizona Land Income Corporation,
an Arizona corporation (“ Acquiror ”) and POP
Venture, LLC, a Delaware limited liability company (“
Contributor ”).
RECITALS :
WHEREAS, Acquiror and Contributor
each entered into ten (10) separate and distinct Contribution
Agreements, each dated as of November 2, 2006 (collectively,
the “ Contribution Agreements ” and
individually, a “ Contribution Agreement ”);
and
WHEREAS, each of the Contribution
Agreements is listed on Exhibit “ A ” attached
hereto and incorporated herein by this reference and, in each
instance, the Project (as defined in the Contribution Agreements)
that is the subject of that particular Contribution Agreement is
also identified; and
WHEREAS, pursuant to the terms of the
Contribution Agreements, Contributor has agreed to contribute to
Acquiror, and Acquiror has agreed to the contribution of, the
Contributor’s (or that of the designated POP Members’,
as defined in the Contribution Agreements) ownership interests in
certain POP Affiliates (as defined in the Contribution Agreements),
which POP Affiliates are the indirect owners of certain fee simple
and leasehold interests in ten (10) separate and distinct
Projects; and
WHEREAS, Acquiror and Contributor
have determined that it is appropriate and necessary to make
certain modifications and amendments to all of the Contribution
Agreements;
NOW, THEREFORE, in further
consideration of the terms and provisions of all of the
Contribution Agreements, Acquiror and Contributor hereby agree as
follows:
1. Defined Terms . Any
capitalized terms used, but not defined, in this Amendment shall be
deemed to have the same meanings as are respectively ascribed to
each such term in the Contribution Agreements.
2. Ratification and
Amendment . Acquiror and Contributor hereby ratify and confirm
all of the terms and provisions of all of the Contribution
Agreements and agree that the terms and provisions of the
Contribution Agreements remain in full force and effect without
modification or amendment, except as is otherwise expressly set
forth in all of (a) this Amendment, (b) that certain
Fourth Amendment and Exhibit Acknowledgement to Master
Formation and Contribution Agreement, dated as of November 9,
2007 (“ Fourth Amendment to Master Agreement ”),
and (c) that certain Second Amendment and
Exhibit Acknowledgement to Master Formation and Contribution
Agreement, dated December 9, 2006.
1
3. Amendment Via Fourth
Amendment to Master Agreement . Acquiror and Contributor hereby
acknowledge and agree that, pursuant to Section 20 of the
Fourth Amendment to Master Agreement, each of the Contribution
Agreements has been amended, on an omnibus basis, to conform each
of the Contribution Agreements to the terms and provisions of the
Fourth Amendment to Master Agreement. Acquiror and Contributor
hereby ratify and confirm the amendments to the Contribution
Agreements that occurred through and by the terms of the Fourth
Amendment to Master Agreement.
4. Title Insurance .
Notwithstanding the provisions of Sections 7.2 and 12.1.9 of
each Contribution Agreement, the parties hereby agree that:
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(a) |
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the “Title Company” shall mean First American Title
Insurance Company or one or more additional title insurance
companies with national operations; |
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(b) |
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Acquiror has received the Title Commitments; and |
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(c) |
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at Closing, Acquiror shall accept delivery of either
(i) the Title Policy (or a so-called “marked-up”
Title Commitment or pro forma Title Policy), as contemplated in
Section 12.1.9 of the Contribution Agreements or (ii) a
so-called “date down endorsement” issued with respect
to Contributor’s existing owner’s title insurance
policy for a given Project (each, an “ Existing Title
Policy ”). In the even |
