EXHIBIT 10
PURCHASE AND SALE AGREEMENT
BLOCKS 14 AND 15,
▇▇▇▇'▇ ADDITION TO THE CITY OF LITTLE ROCK
This Purchase and Sale Agreement ("Agreement") is executed as of April 13,
1999, by and between ▇▇▇▇▇▇▇▇ Group, Inc., an Arkansas corporation ("Seller"),
and Acxiom Corporation, a Delaware corporation ("Purchaser").
1. Purchase and Sale. Subject to and on the terms and conditions set
forth below, Seller hereby agrees to sell and convey to Purchaser and Purchaser
hereby agrees to buy that certain real estate described as ▇▇▇▇ ▇, ▇, ▇, ▇, ▇,
▇, ▇, ▇, ▇, 10, 11, and 12, Block 14, ▇▇▇▇'▇ Addition to the City of Little
Rock, Pulaski County, Arkansas, as shown on Plat recorded in Plat Book H, Page
30, records of Pulaski County, Arkansas and all of ▇▇▇▇▇▇▇ Oaks Horizontal
Property Regime in the City of Little Rock, Pulaski County, Arkansas, together
with all rights, appurtenances, structures, easements, alleys, rights-of-ways,
improvements, fixtures or privileges located thereon or pertaining thereto
(collectively, the "Property").
2. Purchase Price. The consideration ("Purchase Price") for the Property
is the conveyance of 54,450 shares of the common stock of the Purchaser (the
"Shares") to the Seller on Closing Date (as defined below). The Shares, when a
certificate is delivered to Seller on the Closing Date, shall be validly issued,
fully paid and non-assessable. Purchaser shall register the issuance of the
shares to Seller under the Securities Act of 1933, as amended, so that they
shall be freely tradable and not subject to any instructions on transfer. All
expenses incurred in connection with such registration shall be borne by
Purchaser.
3. Closing.
3.1 Date and Place. The closing ("Closing") of the transactions
contemplated by this Agreement shall take place in Little Rock, Arkansas at the
office of Rose Law Firm, a Professional Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, (or such other place as may be mutually acceptable to
Seller and Purchaser), on or before July 15, 1999 (on such date as may be
mutually agreeable to Seller and Purchaser, and as may be extended as provided
herein or by mutual consent, the "Closing Date"). Purchaser shall have the
option to extend the Closing Date for up to an additional forty-five (45) days
by notifying Seller in writing five (5) days prior to the Closing Date. In
addition, if there are title, inspection, or environmental objections which have
not yet been cured on or before the Closing Date, then Purchaser or Seller may
extend the Closing Date until on or before ten (10) days after such objections
have been resolved; provided, however, if the closing has not occurred on or
before October 1, 1999, this Agreement shall be terminated. Should the matters
provided in Sections 5 or 6 not be completed on or before the Closing Date, then
the Closing shall be rescheduled for the next business day after completion of
such matters.
3.2 Payment of Purchase Price. At the Closing, Purchaser shall pay to the
Seller the Purchase Price as provided in Section 2.
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3.3 Deliveries at Closing. On or before the Closing Date, Seller shall
deliver to Purchaser the following documents:
3.3.1. A General Warranty Deed (the "Deed"), dated the date of
Closing, conveying good and marketable fee simple title to the Property to
Purchaser.
3.3.2. The originals if available, of all site plans, surveys, soil
and substrata studies, utility schemes, tax bills and receipts for current
real estate taxes, and any other documents, files or records covering,
affecting or relating to any portion of the Property in Seller's
possession, and all keys used in connection therewith.
3.4. Possession. Possession of the Property shall be delivered by Seller to
Purchaser on the Closing Date.
4. Prorations. Ad valorem taxes of the then current year shall be pro
rated as of the Closing Date. If the Closing shall occur before the tax rate is
fixed for the then current year, the apportionment of taxes shall be upon the
basis of the tax rate for the preceding year applied to the latest assessed
valuation with the proration to be adjusted between the parties based on actual
taxes for 1999 at the time such actual taxes are determined. Any such taxes due
from and payable by Seller shall be paid by seller in cash at Closing.
5. Title
5.1 Title Insurance Commitment. Seller has furnished to Purchaser, at
Seller's sole cost and expense, ALTA owner's title insurance commitment number
99-4367A (the "Commitment"), covering the Property and issued by Beach Abstract
& Guaranty Company (the "Title Company"). The title matters identified at
Schedule B Section I, items 1 through 7 must be satisfied by Seller on or before
the Closing Date (subject, however, to Section 6.3 below with respect to the
termination of the lease referenced at item 6). Schedule B, Section II, Special
Exception numbers 3 and 6 affect the marketability of the title to the Property
and must be corrected by the Seller in a manner which permits the deletion of
these exceptions from the final title insurance policy to be issued pursuant to
Section 5.2, on or before the Closing Date. In the event Seller is unable to
satisfy or correct any such matters or exceptions on or before the Closing Date,
Purchaser may, at this option, terminate this Agreement by written notice to
Seller on the Closing Date, and the parties hereto shall have no further
obligations hereunder, or give Seller additional time to satisfy or correct such
matters or exceptions. Schedule B, Section II, Special Exception numbers 1
(subject to the proration set forth in Section 4 above), 2, 4 and 5 are deemed
acceptable (the "Permitted Exceptions").
5.2. Title Insurance Policy. Following Closing, Seller agrees to finish to
Purchaser at Seller's expense an ALTA owner's title policy, issued by the Title
Company covering the Property insuring good and indefeasible fee simple title in
Purchaser in the amount of $1,300,000 and containing no exceptions or conditions
other than the Permitted Exceptions and any other exceptions waived by the
Purchaser pursuant to Section 9.
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6. Special conditions.
6.1. Items for Review. As soon as possible after the execution of this
Agreement, but in any event within five (5) days after the execution of this
Agreement, Seller shall deliver to Purchaser at Seller's sole expense a list of
all agreements affecting the ownership, management, or operation of the
Property, if any, together with true, correct and complete copies of same to the
extent available.
6.2. Inspection Period. Purchaser shall have until July 15, 1999 to review
the documents furnished under Section 6.1 and to conduct engineering,
environmental and feasibility studies on the Property. This Agreement is subject
to Purchaser finding from such studies that the Property and documents are
reasonably satisfactory for Purchaser's intended use, and should the Property or
any documents not prove reasonably satisfactory for Purchaser's intended use,
this Agreement can be canceled at Purchaser's option in which case it shall
become null and void, and all parties shall have no further liability one to the
other. In connection therewith, Purchaser or its agents or employees shall have
the right and privilege during the term of this Agreement of going upon the
Property as needed to inspect, test, examine, survey or make test borings, soil
bearing tests, environmental audits or other engineering or landscaping tests or
surveys or observations or studies which Purchaser deems necessary, the cost of
which shall be borne by the Purchaser.
6.3. Lease Termination. Seller shall terminate all leases affecting the
Property on or before the Closing Date or the earliest date permitted by the
lease agreements in accordance with notices of termination delivered on or
before the Closing Date.
6.4. Rezoning. Seller understands that Purchaser intends to develop the
Property as a twelve (12) story office building with a multi-story parking
garage. Seller and Purchaser shall use their best efforts to obtain rezoning of
the Property to the zoning classification of "general business" with a variance
to increase the height and/or the permitted floor area ratio from that
authorized under Article VI, Zoning Plan for Central Little Rock Urban Renewal
Project, of The Zoning Ordinance of the City of Little Rock, Arkansas ("City")
to permit such development. Purchaser shall, as soon as possible after the date
hereof, execute and file at Purchaser's expense applications for the rezoning
of, and a request for a variance for, the Property with the City. Seller agrees
to sign all documents necessary for Purchaser to complete and file said
applications. Purchaser, with the assistance of Seller, shall diligently and
vigorously pursue said applications until final decisions have been made thereon
and thereafter until any and all appeals and suits filed in connection with said
rezoning and variance have been finally determined, all related costs of which
shall be borne by Purchaser.
6.5. Street and Alley Closings. Seller also understands that the
Purchaser's development of the Property as an office building will require the
closing of ▇▇▇▇▇▇▇ Street between blocks 14 and 15 and the alley located in
Block 14. Seller and Purchaser shall use their best efforts to close such street
and alleys by filing any necessary applications with the City. Seller agrees to
sign all documents necessary for Purchaser to complete and file said
applications. Purchaser, with the assistance of Seller, shall diligently and
vigorously pursue said applications until final decisions
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have been made thereon and thereafter until all appeals and suits filed in
connection with said street and alley closings have been finally determined, all
related costs of which shall be borne by Purchaser.
7. Broker Commissions. In the event any claims arise for real estate
commissions, fees or other compensation in connection with this transaction, the
party so incurring such claims shall indemnify and hold harmless the other party
from any loss or damage which the other party suffers as a result of such claim.
8. Representations and Warranties. Seller hereby warrants and represents
to Purchaser and agrees with Purchaser as follows:
8.1. Seller has, or a wholly owned subsidiary or affiliate of Seller has,
and will convey to Purchaser good and marketable fee simple title to the
Property.
8.2. No person, firm or corporation or other entity (i) has any right or
option to acquire all or any part of the Property, or (ii) is now or hereafter
will be entitled to possession of any part of the Property, or (iii) has any
other right, title or interest in the Property, except pursuant to the leases or
occupancy agreements to be terminated by Seller hereunder.
8.3. The Property is not subject to any citations or violations issued or
threatened by the State of Arkansas, Department of Pollution Control and Ecology
or of any other city, county, state or federal agency having jurisdiction over
the Property and the development thereof.
8.4. Seller, as of the date of this Agreement, has no liabilities or
obligations of any kind (except for the leases or occupancy agreements to be
terminated by Seller hereunder and the other items reflected on Schedule B of
the Commitment), including but not limited to tax claims or liens and mechanics'
or materialmen's liens, whether accrued, absolute, contingent or otherwise
outstanding against, relating to, or affecting the Property or the operation
thereof which will not be paid by Seller at closing. Seller agrees that all
obligations incurred in the ownership, operation and maintenance of the Property
prior to the Closing Date shall be the sole obligation and responsibility of the
Seller.
8.5. There is no existing or pending litigation, claim, or condemnation or
sale in lieu thereof, with respect to any part of the Property, nor has any such
action, suit, proceeding or claim been threatened or asserted. Seller has no
knowledge of any pending improvements, liens, or special assessments to be made
against the Property, except as reflected on Schedule B of the Commitment.
8.6. To the best of Seller's knowledge and belief, all water, sewer, gas,
electricity, steam, telephone, sanitary and storm drainage facilities and other
utilities required by law and the normal operation of the Property are installed
across public property or valid easements to the Property line of the Property
and are connected pursuant to valid permits.
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8.7. Neither the execution nor the delivery of this Agreement by Seller
nor Seller's performance of his obligations hereunder will result in a violation
or breach of any term or provision or constitute a default or accelerate the
performance required under any other agreement or document to which Seller is a
party or is otherwise bound or to which the Property or any part thereof is
subject.
8.8. All of the representations and warranties of Seller herein are true
and correct as of the date hereof and shall be true and correct as of the
Closing Date.
9. Termination. In the event the Seller is unable to convey title to the
Property in accordance with this Agreement, Purchaser may at its option
terminate this Agreement by written notice delivered to Seller on or prior to
the scheduled Closing Date (as may be deferred by any postponement in accordance
with the terms of this Agreement) or Purchaser may waive such defects. If this
Agreement is terminated by Purchaser the parties shall have no further
obligation or liabilities one to the other.
10. Default. In the event that Seller should fail to consummate this
Agreement for any reason, except Purchaser's default, Purchaser may enforce
specific performance of this Agreement.
11. Risk of Loss. Prior to the Closing Date, risk of loss to the Property
shall remain with Seller until the Closing has been completed. Thereafter, risk
of loss shall be with the Purchaser.
12. Condemnation. If all or any material portion of Property shall be
condemned prior to the closing, Purchaser may elect to (i) reduce the purchase
price in the amount of the condemnation award, or (ii) receive such condemnation
award as may be paid or payable with respect to such condemnation, Purchaser's
election under this Section shall be exercised by written notice to Seller
within ten (10) days after receipt of written notice from Seller of such taking
or of written notice of the amount of the condemnation award payable with
respect to such taking, whichever is later.
13. Miscellaneous.
13.1. Assignment Prior to Closing. Purchaser may assign its rights or
delegate its duties under this agreement at any time on or before Closing, and,
upon execution by the assignee of an assignment agreement pursuant to which said
assignee agrees to assume all obligations of Purchaser hereunder, Purchaser
shall be released from its obligations hereunder.
13.2. Notices.
13.2.1. All notices, demands, requests or other communications
required or permitted under this Agreement shall be in writing and, unless
and until otherwise specified in a written notice by any party, shall be
sent to the parties at the following respective addresses:
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If for Seller: ▇▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
If for Purchaser: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
Legal Leader
Acxiom Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ Law Firm
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
13.2.2. Each such notice, demand, request or other communication
shall be deemed to have been properly given for all purposes if (i)
delivered in person, (ii) mailed by registered or certified mail of the
United States Postal Service, return receipt requested, postage prepaid, or
(iii) delivered to a nationally recognized overnight courier service for
next business day delivery, to its addressee at such party's address as set
forth above.
13.2.3. Each such notice, demand or request shall be deemed to have
been received by its addressee upon the earlier of (i) actual receipt or
refusal by the addressee or (ii) deposit thereof at any main or branch
United States post office if sent in accordance with clause (ii) in Section
13.2.2 above, and deposit thereof with the courier if sent pursuant to
clause (iii) in Section 13.2.2 above.
13.3. Entire Agreement; Modification. This Agreement contains the entire
understanding between Seller and Purchaser with respect to the subject matter
hereof. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this
Agreement. Neither this Agreement nor any of its provisions may be waived,
modified, amended, discharged, or terminated except by an instrument in writing
signed by the party against which the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.
13.4. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas.
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13.5. Headings. Descriptive headings are for convenience only and shall
not control or affect the meaning or construction of any provisions of this
Agreement.
13.6. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the signatories and their successors and permitted assigns.
13.7. Counterparts; Facsimile Signatures. This Agreement may be executed
in several counterparts, each constituting a duplicate original, but all such
counterparts shall constitute one and the same instrument. This Agreement may be
executed by facsimile signature by the parties hereto, and such facsimile
signatures shall have the same force and effect as if manually signed.
13.8. Severability. If any provision contained in this Agreement shall be
held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained in this Agreement.
13.9. Further Assurances. Each party agrees to perform such other acts and
to execute, acknowledge and/or deliver after the date hereof such other
instruments (including without limitation correctional deeds), documents and
other materials as the other party may reasonably request in order to consummate
the transactions contemplated in this Agreement and to vest title to the
Property in Purchaser.
13.10. Survival. All provisions of this Agreement shall survive the
Closing.
13.11. Time. Time is, and shall be, of the essence with respect to this
Agreement.
The date of this Agreement shall be deemed to be the later of the date this
Agreement is executed by Seller or Purchaser.
SELLER:
▇▇▇▇▇▇▇▇ Group, Inc. an Arkansas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Title: Vice President
Dated: June 16, 1999
PURCHASER:
Acxiom Corporation, a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
Title: Business Development & Legal Leader
Dated: June 13, 1999
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FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
BLOCKS 14 AND 15,
▇▇▇▇'▇ ADDITION TO THE CITY OF LITTLE ROCK
This First Amendment to Purchase and Sale Agreement ("Amendment") is
executed as of July 9, 1999, by and between ▇▇▇▇▇▇▇▇ Group, Inc., an Arkansas
corporation ("Seller"), and Acxiom Corporation, a Delaware corporation
("Purchaser").
A. The Purchase and Sale Agreement dated as of April 13, 1999 (the
"Purchase Agreement") between Seller and Purchaser for the purchase and sale of
certain real property located in the City of Little Rock, Pulaski County,
Arkansas, as more particularly described therein, is hereby amended by
substituting August 15, 1999 for July 15, 1999 in the first sentence of Section
3.1 as the Closing Date. Unless specifically addressed and amended by this
Amendment, all terms and provisions of the Purchase Agreement shall remain in
full force and effect.
B. Terms not otherwise defined herein shall have the meanings set forth
in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
▇▇▇▇▇▇▇▇ GROUP, INC.,
an Arkansas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
ACXIOM CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Legal Leader
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SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
BLOCKS 14 AND 15,
▇▇▇▇'▇ ADDITION TO THE CITY OF LITTLE ROCK
This Second Amendment to Purchase and Sale Agreement ("Amendment") is
executed as of August 11, 1999, by and between ▇▇▇▇▇▇▇▇ Group, Inc., an Arkansas
corporation ("Seller"), and Acxiom Corporation, a Delaware corporation
("Purchaser").
A. The Purchase and Sale Agreement dated as of April 13, 1999, as amended
by the First Amendment to Purchase and Sale Agreement dated as of July 9, 1999
(collectively, the "Purchase Agreement") between Seller and Purchaser for the
purchase and sale of certain real property located in the City of Little Rock,
Pulaski County, Arkansas, as more particularly described therein, is hereby
amended by deleting Section 3.1 in its entirety and replacing it with the
following:
3.1 Date and Place. The closing ("Closing") of the transactions
contemplated by this Agreement shall take place in Little Rock, Arkansas at
the office of Rose Law Firm, a Professional Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, (or such other place as may be mutually
acceptable to Seller and Purchaser), on or before October 15, 1999 (on such
date as may be mutually agreeable to Seller and Purchaser, and as may be
extended as provided herein or by mutual consent, the "Closing Date").
Purchaser shall have the option to extend the Closing Date for up to an
additional forty-five (45) days by notifying Seller in writing five (5)
days prior to the Closing Date. In addition, if there are title,
inspection, or environmental objections which have not yet been cured on or
before the Closing Date, then Purchaser or Seller may extend the Closing
Date until on or before ten (10) days after such objections have been
resolved; provided, however, if the closing has not occurred on or before
December 15, 1999, this Agreement shall be terminated. Should the matters
provided in Sections 5 or 6 not be completed on or before the Closing Date,
then the Closing shall be rescheduled for the next business day after
completion of such matters.
B. Unless specifically addressed and amended by this Amendment, all terms
and provisions of the Purchase Agreement shall remain in full force and effect.
C. Terms not otherwise defined herein shall have the meanings set forth
in the Purchase Agreement.
In Witness Whereof, the undersigned have executed this Amendment as of the
date first written above.
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▇▇▇▇▇▇▇▇ Group, Inc.,
an Arkansas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Acxiom Corporation,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Legal Leader
10
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
BLOCKS 14 AND 15,
▇▇▇▇'▇ ADDITION TO THE CITY OF LITTLE ROCK
This First Amendment to Purchase and Sale Agreement ("Amendment") is
executed as of November 15, 1999, by and between ▇▇▇▇▇▇▇▇ Group, Inc., an
Arkansas corporation ("Seller"), and Acxiom Corporation, a Delaware corporation
("Purchaser").
A. The Purchase and Sale Agreement dated as of October 15, 1999 (the
"Purchase Agreement") between Seller and Purchaser for the purchase and sale of
certain real property located in the City of Little Rock, Pulaski County,
Arkansas, as more particularly described therein, is hereby amended by
substituting January 14, 2000 for November 15, 1999 in the first sentence of
Section 3.1 as the Closing Date. Unless specifically addressed and amended by
this Amendment, all terms and provisions of the Purchase Agreement shall remain
in full force and effect.
B. Terms not otherwise defined herein shall have the meanings set forth
in the Purchase Agreement.
In Witness Whereof, the undersigned have executed this Amendment as of the
date first written above.
▇▇▇▇▇▇▇▇ Group, Inc.,
an Arkansas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Acxiom Corporation,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Legal Leader
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