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EXHIBIT 2.1.2
PARTIAL ASSIGNMENT AND ASSUMPTION OF CONTRACT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF CONTRACT (this "Assignment")
made and entered into as of the 23rd day of April, 1998, by and between
LOUISIANA TIMBER PARTNERS, LLC, a Georgia limited liability company
("Assignor") and STRATEGIC TIMBER PARTNERS, LP, a Delaware limited partnership
("Assignee"),
W I T N E S S E T H:
WHEREAS, Assignor has entered into that certain Contract for
the Purchase and Sale of Real Property dated as of April 15, 1998 by and
between Assignor, as purchaser, and Xxxxxxx Logging, Inc., an Arkansas
corporation ("Xxxxxxx"), as seller, a copy of which is attached hereto as
Exhibit A (the "Contract"), pursuant to which Assignor has contracted to
purchase certain real property, personal property, intangible property, rights,
interests and privileges, all as more particularly described therein (the
"Property"); and
WHEREAS, Assignor desires to assign, transfer and convey to
Assignee its interest in and to the Contract with respect to the Property other
than the movable property set forth on Exhibit B attached hereto and hereby
made a part hereof (the "Equipment") and Assignee desires to assume Assignor's
interest in the Contract with respect to the Property other the Equipment on
the terms and conditions contained herein.
NOW, THEREFORE, for and in consideration of the sum of Ten
and No/100 Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Assignment and Assumption. Assignor hereby transfers,
assigns and conveys to Assignee all of Assignor's right, title and interest in
the Contract, less and except Assignor's right, title and interest pursuant to
the Contract in and to Equipment. Assignee hereby assumes all of Assignor's
rights, duties and obligations arising under or by virtue of the Contract with
respect to the Property other than the Equipment to the same extent as though
Assignee were an original party thereto.
2. Rights of Assignee. Assignor hereby authorizes and
empowers Assignee, subject to the terms hereof, to enforce the performance of
all covenants and conditions contained in the Contract, as hereby assigned, in
the same manner and with the same effect as Assignor could have done had this
Assignment not been made.
3. Reciprocal Responsibilities. Assignee shall be
responsible, and shall reimburse Assignor, for any and all losses, costs,
damages and claims, including reasonable attorneys' fees, arising under the
Contract for matters arising from occurrences from and after the date hereof,
excepting any of the foregoing which relates to the Equipment. Assignor shall
be responsible, and shall reimburse Assignee, for all losses, costs, damages,
claims and including reasonable attorneys' fees, arising under the Contract for
matters arising from occurrences prior to and on even date hereof, excepting
any of the foregoing which relates to the Equipment.
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4. Representations and Warranties. Assignor represents and
warrants that Assignor has full power and authority to execute this Assignment,
that Assignor is not now in default in its obligations under the Contract; that
entering into this Assignment will not violate or cause a breach by Assignor
under the Contract, or any other contract, agreement or any court order, and
that no other consent or approval from any other party is necessary or required
for Assignor to enter into this Assignment or to consummate the transactions
contemplated hereunder.
5. Consent of Xxxxxxx. Xxxxxxx hereby consents to this
Assignment, and by virtue of such consent, agrees to execute and deliver to
Assignor and Assignee all such instruments, agreements, affidavits and
documents as are reasonably necessary to effect the intent of this Assignment
and consummate the transactions contemplated under the Contract, as hereby
partially assigned, including without limitation, acts of sale, assignments,
bills of sale and the like.
6. Binding Effect, Successor and Assigns. This Assignment
shall be binding upon and inure to the benefit of Assignee, its successors and
assigns. This is the entire agreement between the parties and cannot be changed
or modified without the written approval of the parties hereto.
7. Counterparts. This Assignment may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument.
8. Facsimile Execution. A facsimile of this Assignment
containing the signature of each of the parties hereto shall constitute an
original document for all purposes.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Contract as of the day and year above first written.
ASSIGNOR:
LOUISIANA TIMBER PARTNERS, LLC, a
Georgia limited liability company
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Manager and Member
ASSIGNEE:
STRATEGIC TIMBER PARTNERS, LP, a
Delaware limited partnership
By: Strategic Timber Operating Co., a Delaware
corporation, its general partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name:
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Title:
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Acknowledged, consented to
and agreed upon by:
XXXXXXX LOGGING, INC., an
Arkansas corporation
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Vice President
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Exhibit A
Contract For the Purchase and Sale of Real Property
(Attachment Omitted)
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Exhibit B
List of Equipment
(Attachment Omitted)
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