EXHIBIT 10.105
IRREVOCABLE OPTION AND REAL ESTATE PURCHASE AGREEMENT UPON EXERCISE OF OPTION
In consideration of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) paid to Xxxxx
X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxxx X.
Xxxxx and Xxxx X. Xxxxx (hereinafter referred to as "sellers") receipt of which
is acknowledged, hereby jointly and severally grant to Wolf Mountain Resorts,
L.C., (its successors and assigns, hereinafter referred to as "buyer"), the
exclusive irrevocable option to purchase the real and personal property
described as:
PARCEL NO. 1: Xxx 0, xxx Xxxx xxxx xx Xxxxxxxxx quarter, the Southwest 1/4 of
Section 12, Township 2 South, Range 3 East of the Salt Lake Base and Meridian.
PARCEL NO. 2: The West half of the Northwest quarter of Section 13, Township 2
South, Range 3 East of the Salt of the Salt Lake Base and Meridian, PARCEL NO.
3: That portion of the following lying within the bounds of Summit County,
State of Utah. The Northeast quarter of the Northeast quarter, the West half of
the Northeast quarter and the Northwest quarter of Section 14, Township 2 South,
Range 3 East of the Salt Lake Base and Meridian, totaling 649.73 acres, subject
to and including all easements, rights of way, water rights (including, but not
limited to, water rights #489 and #490 appropriated on or about November 12,
1930), and appurtenances, and all of the sellers right title and interest in all
public ways adjoining the property (hereinafter referred to as "subject
property"). See Exhibit "A".
OPTION MONEY AS NON REFUNDABLE: In consideration for the promises made herein,
buyer and seller acknowledge and agree that all money paid for and during the
period of this option by buyer, to seller, are considered non refundable.
Seller agrees to credit any option monies paid against the purchase price upon
exercise of the option.
PERIOD OF OPTION: This option may be exercised by giving notice of exercise to
Xxxxxx X. Xxxxxx, at any time within any option period. The option periods
include: January 28, 1997 through February 28, 1997 for the initial payment of
TWENTY FIVE THOUSAND DOLLARS ($25,000.00). For the payment of an additional sum
of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), per each thirty (30) day option
period, the option period shall be extended as follows: February 28, 1997
through March 28, 1997; March 28, 1997 through April 28, 1997; and April 28,
1997 through May 28, 1997. Payments shall be made to seller prior to the first
day of the extended option periods.
PRICE AND TERMS OF PAYMENT: Upon exercise of the this option during any option
period described above, buyer agrees to buy and sellers agree to sell the
subject property described above upon the following terms:
The price to purchase the subject property shall be the principal sum of FOUR
MILLION DOLLARS ($4,000,000.00) payable BY BUYER to SELLERS as follows:
ONE MILLION DOLLARS ($1,000,000.00) upon the exercise of this irrevocable
option ("the exercise date");
ONE MILLION DOLLARS ($1,000,000.00) upon each of the three (3) subsequent
annual anniversaries of the "exercise date".
Interest at the rate of TEN (10) percent per annum on any unpaid principal,
accruing from the "exercise date". Said interest shall be due and payable upon
the third anniversary of the "exercise date".
The three (3) annual payments of ONE MILLION DOLLARS ($1,000,000.00) each and
the interest due thereon shall be secured by irrevocable letters of credit in
favor of the sellers issued by a financial institution possessing a Best rating
of "A" or better, mutually acceptable to buyer and sellers.
TITLE: Title to be conveyed as provided in this option shall be by warranty
deed, with merchantable title free and clear of all liens and encumbrances,
other than those liens, encumbrances and exceptions of record, as disclosed in a
preliminary title report issued by Founders' Title on 7/31/95. Sellers shall
provide title insurance to buyer at sellers expense.
NOTICE OF EXERCISE: Buyer shall give written notice of the exercise of this
option by hand delivery or by certified mail to:
XXXXXX X. XXXXXX
0000 Xx. Xxxxx Xxx
Xxxx Xxxx Xxxx, Xxxx 00000
Said exercise of this option, and the "exercise date" shall be either the date
that the written notice of exercise of the option is hand delivered, or the date
the notice is mailed, whichever is applicable.
INTEGRATION OF AGREEMENT: This document, consisting of three (3) pages, and
exhibit constitutes the entire agreement between buyer and sellers. No
modification of this agreement shall be valid unless done in writing and signed
by both buyer and sellers
Executed this 28th day of January, 1997, at Park City, Utah.
BUYER: SELLERS:
WOLF MOUNTAIN RESORTS, L.C. XXXXXX X. XXXXXX, et al
BY /s/ Xxxxxxx Xxxxxxxx BY /s/ Xxxxxx X. Xxxxxx
-------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx
President and C.E.O. Authorized Family Representative
(Page 2 of 3)
STATE OF UTAH
ss
COUNTY OF SUMMIT
On the 28th day of January, 1997, personally appeared before me Xxxxxxx X.
Xxxxxxxx who, being by me duly sworn, did say that he is the managing member of
WOLF MOUNTAIN RESORTS, L.C., and that the forgoing instrument was signed on
behalf of said company, and said Xxxxxxx X. Xxxxxxxx acknowledged to me that
said company executed the same.
NOTARY PUBLIC
XXXXXXXXX XXXXXX
0000 Xxxxxxxxxx Xx. #000
Xxxx Xxxx, XX 00000
My Commission Expires /s/ Xxxxxxxxx Xxxxxx
----------------------------------
May 25, 2000 Notary Public in and for said County and State
STATE OF UTAH
STATE OF UTAH
ss
COUNTY OF SUMMIT
On the 28th day of January, 1997, personally appeared before me Xxxxxx X. Xxxxxx
who, being by me duly sworn, did say that he is the authorized representative
for the CONDAS FAMILY, sellers, and that the forgoing instrument was signed on
behalf of said family, and said Xxxxxx X. Xxxxxx acknowledged to me that said
family have agreed to the same.
NOTARY PUBLIC
XXXXXXXXX XXXXXX
0000 Xxxxxxxxxx Xx. #000
Xxxx Xxxx, XX 00000
My Commission Expires /s/ Xxxxxxxxx Xxxxxx
-----------------------------------
May 25, 2000 Notary Public in and for said County and State
STATE OF UTAH
(Page 3 of 3)
MODIFICATION OF IRREVOCABLE AND REAL ESTATE PURCHASE AGREEMENT UPON EXERCISE OF
OPTION DATED JANUARY 28, 1997
In consideration of TEN DOLLARS, receipt of which is hereby acknowledged, the
parties hereto modify the Irrevocable Option and Real Estate Purchase Agreement
between them dated January 28, 1997 (the "Agreement") as follows (terms defined
therein having the same meaning in this document):
1. That the date upon which the Buyer may exercise its option to purchase
the Property shall be extended to June 2, 1997;
2. That Buyer may, in is discretion, by paying to Sellers the initial
payment described in the Agreement, in lieu of delivering the letters
of credit ton or before June 2, 1997, cause Sellers to enter into an
escrow agreement on or before such date whereby Sellers shall deliver
the warranty deed for the Property covered by the Agreement into
escrow to be delivered to Buyer upon such escrow agent's receipt of
the letters of credit referred to in the Agreement; provided, however,
that such deed shall be returned to Sellers if such letters of credit
are not delivered on or before September 2, 1997, and that after said
date, such escrow may be canceled by Sellers without further
instructions or consent of Buyer and Sellers shall have no further
obligation to Buyer under this Agreement;
3. That the initial payment, as described in the Agreement and referred
to in Paragraph 2 above, shall be, when made, deemed by the parties to
be non-refundable, even should Buyer fail to deposit into escrow the
three (3) letters of credit called for in the Agreement and this
Modification;
4. That the cost of the escrow described above shall be borne by Buyer;
and
5. That all other terms and conditions stated in the Agreement shall
remain the same.
AGREED AND ENTERED INTO this 27th date of May, 1997.
SELLERS:
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
XXXXXX X. XXXXXX
Authorized Representative
on Behalf of Sellers
BUYERS:
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
XXXXX XXXXXXXX
Authorized Representative
for Wolf Mountain
SECOND MODIFICATION OF IRREVOCABLE OPTION AND EXERCISE OF OPTION
The parties hereto, in consideration for the mutual promises made herein, modify
the Irrevocable Option and Real Estate Purchase Agreement between them dated
January 28, 1997 as modified May 27, 1997 (the "Agreement") as follows (the
terms defined therein having the same meaning in this document):
1. The Agreement is subject to the Assignment of May 30, 1997, by and
between Wolf Mountain Resorts and ASC Utah, a Maine corporation;
2. That Buyer intends on maintaining the Green Belt exemption currently
enjoyed by Sellers. Should Buyer no longer maintain said exemption, Buyer and
Seller shall pay their proportionate share of any taxes or retroactive taxes
assessed as determined by the exercise date of June 2, 1997; with any payments
made by Buyers for Sellers pro-rata share to be offset against any future
payment due Sellers from Buyers.
3. That the property is sold by seller as raw land, with Buyer taking
said property in its "AS IS PHYSICAL CONDITION";
4. That Buyers will not make or allow any improvements of the property
until such time as title passes from Sellers to Buyer;
5. That Sellers and Buyers hereby appoint First American Title Company of
Utah to act as escrow holder for the consummation of the Agreement;
6. Escrow holder is hereby instructed to:
a. Hold in escrow a duly executed Warranty Deed granting the subject
property, Grantee is to be left blank, with the name of Grantee to be
filled in at the direction of the holder of the Agreement upon delivery of
the Letters of Credit;
b. Escrow holder shall release said Warranty Deed upon the delivery
into escrow the Letters of Credit required pursuant to the Agreement;
c. That the Agreement of January 28, 1997, and all relative
documents and modifications thereto are expressly incorporated and are a
part of this escrow;
d. Seller shall deposit into escrow the premium for the title
insurance policy. Said insurance policy is to be issued upon delivery of
the Warranty Deed to Buyer.
The Buyer herein, by its signature below, hereby exercises the Irrevocable
Option and Real Estate Purchase Agreement dated January 28, 1997, on and as of
the date indicated below.
Dated: June 2, 1997
Sellers:
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
XXXXXX X. XXXXXX
Authorized Representative
on Behalf of Sellers
Buyers:
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
XXXXX XXXXXXXX
Authorized Representative
for Buyer Wolf Mountain
Resorts, L.C. - Managing Member
See Acknowledgment attached hereto and made a part hereof.
STATE OF UTAH )
(ss.
COUNTY OF SUMMIT )
On the 2nd day of June, 1997, personally appeared before me Xxxxxxx X. Xxxxxxxx,
who being by me duly sworn did say that he is the Authorized Representative of
Wolf Mountain Resorts, L.C. and Managing Member, the corporation that executed
the foregoing instrument, and acknowledged to me that the within and foregoing
instrument was signed in behalf of said corporation by authority of a resolution
of its Board of Directors, and the said Xxxxxxx X. Xxxxxxxx duly acknowledged to
me that said corporation executed the same.
NOTARY PUBLIC
XXXXX X. XXXXXXXX
0000 Xxxxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
My Commission Expires /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
June 7, 2000 Xxxxx X. Xxxxxxxx, Notary Public
STATE OF UTAH My Commission Expires June 7, 2000
STATE OF UTAH )
(ss.
COUNTY OF SUMMIT )
On the 2nd day of June, 1997, personally appeared before me Xxxxxx X. Xxxxxx,
the signer of the within instrument, who duly acknowledged to me that he
executed the same.
NOTARY PUBLIC
XXXXX X. XXXXXXXX
0000 Xxxxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
My Commission Expires /s/ Xxxxx X. Xxxxxxxx
------------------------------------
June 7, 2000 Xxxxx X. Xxxxxxxx, Notary Public
STATE OF UTAH My Commission Expires June 7, 2000
