SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.29
SECOND AMENDMENT TO
This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 5, 2018, by and among CATCHMARK HBU, LLC, a Delaware limited liability company (“HBU”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership (“Southern Timberlands”), CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“TRS”), and CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership (“Texas Timberlands”, and collectively with HBU, TRS and Southern Timberlands, “Seller”), and FOREST INVESTMENT ASSOCIATES L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated effective August 20, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement dated October 4, 2018 (with all exhibits, addenda and amendments thereto, the “Contract”), covering certain real property located in Xxxxxx, Xxxxxx, Liberty, Xxxxxx, Orange, Polk and Tyler Counties, Texas, and Allen, Beauregard, Calcasieu, DeSoto, Natchitoches, Rapides, Sabine and Xxxxxx Parishes, Louisiana containing approximately 55,702 acres, (the “Property”), as more particularly described in the Contract; and
WHEREAS, Seller and Purchase desire to amend the Contract to extend the Inventory Period (as defined in the Contract); and
WHEREAS, Seller and Purchase desire to amend the Contract to extend the period in which Purchaser may make Title Objections related to the Property located in Texas; and
WHEREAS, Seller and Purchaser have agreed to enter into this Amendment on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree to amend the Contract as follows:
1. Extension of the Inventory Period. Reference to “the date that is seventy-five (75) days after the Effective Date” in Section 32 of the Contract is hereby deleted and replaced with “November 8, 2018”, such that the Inventory Period defined in Section 32 of the Contract shall be further extended and shall expire on November 8, 2018.
2. Extension of Texas Due Diligence Period. Section 5(c) of the Contract is hereby amended by adding the following sentence after the first sentence of such Section: "Notwithstanding the foregoing, Purchaser shall have until 5:00 P.M. (EST) on November 8, 2018 to deliver to Seller Title Objections with respect to the Property located in Texas."
Exhibit 10.29
3. Satisfaction of Environmental Cure. Purchaser hereby acknowledges and agrees that Purchaser is satisfied with Seller's cure of "REC No. 3" as objected to in the Environmental Notice, delivered by Purchaser to Seller, and dated October 30, 2018.
4. In the event of any conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall control.
5. Except as otherwise amended hereby, all of the other terms and provisions of the Contract are and shall remain in full force and effect and are hereby ratified by the parties hereto. All capitalized but undefined terms used in this Amendment shall have the meanings ascribed in the Contract.
6. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. The delivery of counterpart signatures by facsimile transmission or e-mail of PDF format electronic copy shall have the same force and effect as the delivery of a signed hard copy.
[Signatures begin on following page]
Exhibit 10.29
WITNESS THE EXECUTION HEREOF as of the date first set forth above.
SELLER:
CATCHMARK HBU, LLC, a Delaware limited liability company
By:/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President, Real Estate and Alternative Income
(SEAL)
CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership
By:/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President, Real Estate and Alternative Income
(SEAL)
CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company
By:/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President, Real Estate and Alternative Income
(SEAL)
CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership
By:/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President, Real Estate and Alternative Income
(SEAL)
PURCHASER:
FOREST INVESTMENT ASSOCIATES L.P.
By: Forest Investment Associates, LLC
Its General Partner
By: /s/ Xxxxxxx X. XxxXxxx (SEAL)
Name: Xxxxxxx X. XxxXxxx
Title: Vice President
