OPTION TO PURCHASE REAL PROPERTY
1. In consideration of Two Thousand and no/100 Dollars ($2,000.00) paid
to Xxxx X. Xxxx, 3999 Xxxxxxx, Memphis, Tennessee 38122, hereinafter referred to
as "Seller", receipt of which is hereby acknowledged, Seller hereby gives and
grants to Penn National Gaming, Inc., 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx, 00000, hereinafter referred to as "Purchaser", and/or its assigns,
the exclusive option to purchase the 18 acre real property of Seller situated in
the City of Memphis, County of Shelby, State of Tennessee, and particularly
described on Exhibit A which is attached hereto and made a part hereof by
reference.
2. Exercise of the option to purchase is at the sole
discretion of Purchaser.
3. The period of duration of the option is thirty (30)
days from the date hereof.
4. However, Purchaser is also granted additional options of up to three
hundred thirty (330) additional days. Said options will be granted upon receipt
of the sum of $2,000.00 per 30 day period. The first $2,000.00 must be tendered
to Seller before the expiration of the first thirty (30) day option, and each
additional $2,000.00 must be tendered to Seller before the expiration of each
succeeding thirty (30) day period. The sum of $22,000.00 shall be deposited with
an Escrow Agent in Memphis, Tennessee within fourteen (14) days of the date of
this Agreement. Said Escrow Agent shall be chosen by mutual agreement of the
parties, in writing. Said funds shall be placed in an interest bearing account.
5. Upon failure of Purchaser to exercise this option to purchase the
property, the aforementioned $2,000.00 and any additional option monies paid to
Seller shall be the sole property of Seller, and there shall be no further
liability of the parties under this agreement, one to the other.
6. In the event Purchaser exercises its option to
purchase the property, all option payments, mentioned herein, will
be applied to the purchase price.
7. The purchase price of the subject property is
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$27,500.00 per acre, assuming 18 acres, subject to survey, of which all option
money is a part. Said sum shall be paid to Seller, in certified funds, at
closing. Survey shall be at the expense of the Seller.
8. If the Purchaser elects to exercise its option granted herein, the
Purchaser shall notify the Seller, in writing, United States Mail, postage
prepaid and/or hand delivery, to Seller's address shown above prior to midnight
on the day the option or any extension thereon expires.
9. The closing of the purchase shall be within thirty (30) days of the
notice, by Purchaser to Seller, that Purchaser desires to exercise the option
granted herein.
10. At closing, Seller will deliver to Purchaser a good and valid
Warranty Deed on forms customarily used in Memphis, Shelby County, Tennessee,
wherein the Seller will warrant that there are no liens or encumbrances on said
property, except any subdivision or other restrictions of record, and any
property taxes levied by the City of Memphis or County of Shelby. Seller will
not grant any easements or other encumbrances on the property after the date of
this Agreement.
11. Any property taxes for years prior to the tax year of closing shall
be paid by Seller; the property taxes for the year of closing shall be prorated
between the Seller and the Purchaser, as of the date of closing. Any Greenbelt
taxes shall be paid by Seller. Any billboard leases will be assigned to
Purchaser. All tax liens, and liens of Deeds of Trust, will be removed, at the
sole expense of the Seller. Any labor and materialman liens will be removed, at
the sole expense of the Seller.
12. If Seller is unable to deliver the good and sufficient Warranty Deed,
as aforementioned, the option money paid herein shall be immediately returned to
Purchaser.
13. If Seller desires to exchange this property to qualify
for Section 1031 treatment, by Internal Revenue Service, Purchaser
will attempt to cooperate, but this option is not contingent
thereon, and closing will not be delayed.
14. At Purchaser's option, Purchaser may proceed against Seller for
specific performance of this Option Contract, and if suit is necessary, Seller
agrees to pay all reasonable costs incurred by Purchaser, including a reasonable
attorney fee.
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Executed in duplicate originals as of the 20th day of June, 1997.
SELLER
By: /s/ Xxxx X. Xxxx
XXXX X. XXXX
PURCHASER
By: /s/ Xxxxxxx X. Xxxx
PENN NATIONAL GAMING, INC.
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Individual Acknowledgement
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public in and for said State and
County, Xxxx X. Xxxx, Individually and as Attorney- in-Fact for Devisees of
Xxxxxxxxx Xxxxxxx, the within named bargainor, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who
acknowledged that she executed the within Instrument for the purposes therein
contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
By: /s/ Xxxxxxx X.
Xxxxxxxxxxxxx
Notary Public
My Commission Expires:
August 22, 2000
Corporate Acknowledgement
STATE OF PENNSYLVANIA
COUNTY OF BERKS
I hereby certify that on this day before me, an officer duly authorized
in the state aforesaid and in the county aforesaid to take acknowledgements,
personally appeared Xxxxxxx X. Xxxx , to me known to be the person described in
and who executed the foregoing instrument as President of Penn National Gaming,
Inc., a corporation named therein, and acknowledged before me that he executed
the same as such officer, in the name of and for and on behalf of the said
corporation.
(54)
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 23rd day of June, 1997.
By: /s/ Xxxxx X. Xxxxxxxxxx
Notary Public
My Commission Expires:
June 7, 1999
