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EXHIBIT 10.10
VACANT LAND OPTION AGREEMENT
THIS VACANT LAND OPTION AGREEMENT (the "Option Agreement") is made and
entered into as of the 23rd day of April, 1996, by and between SUMIDI, INC., an
Illinois corporation ("Seller"), and DONLAR CORPORATION, an Illinois
corporation ("Purchaser"):
W I T N E S S E T H:
WHEREAS, Seller holds fee simple title to that certain tract of vacant
land consisting of approximately seventy-seven and 315/1000ths (77.315) acres
located north of May Road, south of Peru Rail and east of East First Road in
the City of Peru, LaSalle County, Illinois, which tract of land is legally
described in Exhibit A attached hereto and made a part hereof (the "Property");
and
WHEREAS, Seller desires to grant to Purchaser, and Purchaser desires
to acquire from Seller, an option to purchase the Property on the terms and
conditions herein set forth;
NOW, THEREFORE, for and in consideration of the Option Payments, as
hereinafter defined, and the covenants and agreements of the parties herein
contained, Seller and Purchaser hereby covenant and agree as follows:
1. Grant of Option. Seller hereby irrevocably grants to
Purchaser the exclusive option (hereinafter the "Option") to purchase the
Property upon the terms and conditions set forth herein for a purchase price of
SEVEN HUNDRED SEVENTY-THREE THOUSAND ONE HUNDRED FIFTY AND NO/100 DOLLARS
($773,150.00) (hereinafter the "Purchase Price"). The Purchase Price shall be
paid at the closing of the sale of the Property contemplated herein (the
"Closing") in cash or Purchaser's Series A Preferred Stock. Seller shall
designate a method of payment at least thirty (30) days prior to the Closing.
For purposes of such payment, Purchaser's Series A Preferred Stock shall be
valued at eighty percent (80%) of its then existing fair market value or
appraised value based on (a) the average market value of such stock during the
four (4) months preceding the date Seller elects to receive payment in
Purchaser's stock, if such stock is then publicly traded, or (b) the value of
the equity in Purchaser as determined in good faith by Purchaser's Board of
Directors as of the date Purchaser exercises the option, if such stock is not
then publicly traded.
2. Option Term. The term of this Option ("Option Term") shall be
for a period of thirty-six (36) months and shall expire April 22, 1999 (the
"Expiration Date"). Purchaser may elect to terminate this Option Agreement
effective as of any April 22nd occurring during the Option Term by providing
Seller written notice of termination no later December 31 of the calendar year
immediately preceding such April 22nd termination date. Purchaser shall have no
obligation to make additional Option Payments from
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and after the date such notice of termination is delivered to Seller. In
addition, this Option Agreement may be terminated by either party in the event
the sale of the forty (40) acre tract of adjacent land owned by Purchaser's
sole shareholder, Xxxxxx X. Xxxxxxxxxxx ("Xxxxxxxxxxx"), fails to close
pursuant to the Purchase and Sale Agreement of even date herewith by and
between Xxxxxxxxxxx and Purchaser ("Adjacent Land Sale Contract").
3. Option Payment(s). As consideration for the Option, Purchaser
shall pay to Seller the amount(s) set forth below in the following manner:
(a) Concurrently with the execution of this Agreement,
Purchaser shall pay ELEVEN THOUSAND AND NO/100 DOLLARS ($11,000.00)
("Initial Payment") to Seller, and Seller, by execution hereof,
acknowledges the receipt, sufficiency and adequacy of the Initial
Payment. Purchaser has made the Initial Payment in consideration of
Seller's execution and delivery of this Option Agreement and such
payment is fully earned by Seller as of the date hereof; provided,
however, that Seller and Xxxxxxxxxxx shall cause the entire Initial
Payment to be applied toward the purchase price of the adjacent land
being acquired by Purchaser pursuant to the Adjacent Land Sale
Contract, upon the closing of the sale of such land as contemplated by
the Adjacent Land Sale Contract.
(b) Upon Seller's execution and delivery of this Option
Agreement, Purchaser shall deposit FORTY-SIX THOUSAND THREE HUNDRED
EIGHTY-NINE AND NO/100 DOLLARS ($46,389.00) ("Initial Deposit") in
escrow with Xxxxxxx and X'Xxxxx Title Company ("Escrowee") as
escrowee. In the event this Option Agreement is terminated by either
of the parties hereto due to the failure of the closing contemplated
by the Adjacent Land Sale Contract to occur, Escrowee shall refund the
Initial Deposit to Purchaser upon receipt of Purchaser's written
demand therefor. Upon the closing of the sale of such land pursuant
to the Adjacent Land Sale Contract, Escrowee shall pay the Initial
Deposit to Seller, in consideration of the Option granted to Purchaser
herein.
(c) On each April 22nd occurring hereafter during the
Option Term, Purchaser shall make an additional option payment in the
amount of FORTY-SIX THOUSAND THREE HUNDRED EIGHTY-NINE AND NO/100
DOLLARS ($46,389.00), unless Purchaser has theretofore terminated this
Option Agreement as provided in Paragraph 2 hereinabove.
The amounts set forth in this Paragraph 3, including the Initial Payment and
the Initial Deposit, are sometimes referred to herein individually as an
"Option Payment" and collectively as the "Option Payments." In the event
Purchaser exercises the Option, any Option
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Payments theretofore made by Purchaser shall not be applied to the Purchase
Price at Closing.
4. Exercise of Option. Purchaser may exercise the Option by
delivering to Seller, prior to September 15th of any year during the Option
Term, written notice of Purchaser's intention to close the purchase of the
Property on or before April 22nd of the following year. Within thirty (30)
days after delivery of such notice, the parties shall enter into a definitive
purchase and sale agreement ("Contract") that incorporates the applicable terms
and conditions of this Option Agreement and such other customary terms and
conditions as prevail in land purchase contracts in LaSalle County, Illinois.
5. Title and Survey.
(a) On or before Seller's execution and delivery of this
Option Agreement, Seller, at its expense, shall provide Purchaser with
title commitment ("Title Commitment") issued by Xxxxxxx & X'Xxxxx
Title Company as agents for Chicago Title Insurance Company ("Title
Company"), showing title to the Property in the name of Seller.
Within thirty (30) days after Purchaser's exercise of the Option under
Paragraph 4 hereof, Seller, at its cost, shall furnish Purchaser with
an updated Title Commitment (dated after the date of Purchaser's
exercise of the Option) showing title to the Property in the name of
Seller. In the event the updated Title Commitment reveals any
exceptions to title other than the permitted exceptions ("Permitted
Exceptions") identified on Exhibit B hereto, Seller shall cause all
such unpermitted title exceptions to be removed from title to the
Property prior to Closing. The updated Title Commitment shall contain
a commitment to issue extended coverage over the standard exceptions,
survey accuracy, property tax identification number (PIN), access, and
mineral rights endorsements and an endorsement deleting any creditors'
rights exclusion. The mineral rights endorsement shall be in the form
of Exhibit C hereto. At Closing, Seller, at its cost, shall furnish
Purchaser with a title policy issued pursuant to the Title Commitment
insuring Purchaser's title to the Property in the full amount of the
Purchase Price, subject only to the Permitted Exceptions.
(b) Purchaser acknowledges receipt of that certain
ALTA/ACSM Land Title Survey of the Property dated April 16, 1996
prepared by Chamlin & Associates, Inc. and identified as File No.
B8898.00Y-1 (the "Survey"). Purchaser hereby accepts all matters
(other than zoning) disclosed on the Survey with respect to the
Property. Within thirty (30) days after Purchaser's exercise of the
Option under Paragraph 4 hereof, Seller, at its cost, shall cause the
Survey to be recertified as of a date subsequent to Purchaser's
exercise of the Option. If such updated survey reveals any new
matters that have an
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adverse affect on title to the Property ("Survey Defects"), Seller
shall cause such Survey Defects be cured or insured over by the Title
Company prior to the Closing.
6. Use of Property During Option Term. Seller shall retain the
right to lease the Property during the Option Term to a farm tenant (provided
any such farm lease terminates on or before the Closing), and Purchaser shall
have no obligation to pay real estate taxes or any other costs, expenses or
impositions related to the ownership or operation of the Option Parcel during
the Option Term. Throughout the Option Term, Seller shall maintain the
Property's agricultural use, and Seller shall be responsible for payment when
due, whether before or after the Closing, of any real estate taxes based on an
assessment classification of the Property other than agricultural for periods
prior to Closing.
7. Purchaser's Inspections.
(a) During the Option Term, Seller shall provide
Purchaser with access to the Property in order to conduct the
inspections described in Paragraph 7(b) hereinbelow. Seller shall
obtain all consents and approvals required from third parties to
ensure access by Purchaser, its authorized agents and contractors, to
the Property at all reasonable times. Purchaser hereby indemnifies,
defends and holds harmless Seller from and against any injury to
persons or property caused by Purchaser's inspections of the Property
and shall provide Seller with a certificate of insurance evidencing
comprehensive general public liability insurance in an amount not less
than $1,000,000 naming Seller as an additional insured and covering
all of Purchaser's acts and omissions on the Property while conducting
such inspections. Purchaser shall conduct such inspections in a
manner that does not unreasonably interfere with the operations of any
existing farm tenant of the Property.
(b) Subject to the terms and conditions of Paragraph 7(a)
hereinabove, Purchaser, its authorized agents and contractors, shall
have the right, during the Option Term, to enter upon the Property and
conduct such tests, inspections, measurements, surveys and other
activities thereon as shall, in Purchaser's sole discretion, be
necessary or appropriate to determine the suitability of the Property
for Purchaser's intended use. Such tests, inspections and other
activities may include, without limitation, soil tests, soil borings,
percolation and other similar tests and topographic, engineering,
environmental and feasibility studies or audits, together with such
other tests, inspections or surveys as Purchaser may require in
connection with Purchaser's intended use of the Property.
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8. Seller's Covenants. Seller hereby covenants, represents and
warrants to Purchaser as follows:
(a) Seller owns fee simple title to the Property, subject
only to the Permitted Exceptions, and possesses all right, title and
authority to perform all of Seller's obligations under this Option
Agreement.
(b) Seller's execution and delivery of this Option
Agreement and the performance of its obligations hereunder (i) will
not violate or constitute a default under any agreement or instrument
to which Seller is a party or by which Seller or any portion of the
Property is bound and (ii) does not require the consent of any lender,
governmental authority or other third party.
(c) There are no claims, demands, liabilities or actions
existing or, to the best of Seller's knowledge, threatened against
Seller or any portion of the Property (including, without limitation,
condemnation proceedings by any public or governmental agency or
authority) that constitute or might result in a lien or claim against
any portion of the Property or that could deprive Purchaser of any
portion of the Property.
(d) The Property is not subject to any purchase options
(other than this Option Agreement) or sale agreements.
(e) Seller has received no notice, and has no knowledge
of, any uncured violation of any law, ordinance, order, regulation or
requirement, affecting the Property.
(f) To the best of Seller's knowledge, no coal or other
mining activity has ever been conducted underneath the surface of the
Property or adjacent properties.
(g) Seller will not, by any act or omission, create or
permit the creation of any lien, imposition, restriction, covenant,
easement or encumbrance of any kind affecting title to any portion of
the Property other than the Permitted Exceptions, nor shall Seller
create or permit the creation of any condition on any portion of the
Property that would violate any applicable federal, state or local
laws or regulations.
(h) Seller shall continue to use the Property as it is
currently being used.
(i) The Property has been annexed to the City of Peru
pursuant to an Annexation Agreement approved by Purchaser and is
currently zoned as a M-2 Manufacturing District.
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(j) Seller shall maintain or cause to be maintained
comprehensive public liability and casualty insurance on and with
respect to the Property in an amount not less than $1,000,000, naming
Purchaser as an additional insured with respect to the Property.
(k) Seller shall notify Purchaser immediately if Seller
becomes aware of any transaction or occurrence during the Option Term
which would make any of the representations or warranties of Seller
contained in this Paragraph 8 false or misleading in any material
respect.
9. Unpermitted Transfers. Seller hereby covenants and agrees
that, during the Option Term, Seller shall not commit, approve, consent to or
permit any Unpermitted Transfer (as hereinafter defined) without the prior
written consent of Purchaser. Any Unpermitted Transfer which is effected
without the prior written consent of Purchaser shall be void, invalid and
ineffective and of no force or effect against Purchaser or Purchaser's rights
hereunder and in the Property. As used herein, an "Unpermitted Transfer" shall
mean any of the following:
(a) any lease affecting all or any portion of the
Property;
(b) any grant, sale, transfer or other conveyance of all or
any portion of or interest in the Property; Purchaser hereby
acknowledges that it will not withhold its consent to any transfer by
Seller of all or any portion of its interest in the Property to
Xxxxxxxxxxx, her descendants and/or their spouses or trusts created by
Xxxxxxxxxxx for the exclusive benefit of Xxxxxxxxxxx, her descendants
and/or their spouses, or to another entity in which Seller or
Xxxxxxxxxxx owns a controlling interest, provided that any such
assignee acknowledges this Option Agreement and agrees in writing to
perform and observe all of the covenants, terms and conditions to be
performed or observed by Seller hereunder;
(c) any mortgage, lien or other encumbrance of all or any
portion of the Property unless such mortgage, lien or encumbrance
expressly states, without reservation, that it is in all respects
subordinate and subject to the interest of Purchaser hereunder and has
been approved by Purchaser;
(d) any contract or other agreement which results in any
party obtaining lien rights affecting all or any portion of the
Property;
(e) any zoning change or subdivision of all or any part of the Property; or
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(f) any other act or omission affecting the Property which
would diminish or otherwise adversely affect Purchaser's interest
under this Option Agreement or which might prevent Seller's full
performance of its obligations hereunder or under the Contract.
10. Covenants Running With The Land. The covenants and agreements
of Seller under this Option Agreement are intended to be and shall be covenants
running with the land with respect to the Property and shall be binding upon
Seller and Seller's legal representatives, successors and assigns. This Option
Agreement shall be specifically enforceable by Purchaser and by Purchaser's
legal representatives, successors and assigns.
11. Brokerage. Each of the parties represents and warrants to the
other that it has had no dealings with any broker in connection with the
negotiation, execution and delivery of this Option Agreement. Each of the
parties hereby agrees to indemnify, defend and hold harmless the other from and
against any claims for broker's commissions or fees arising from a breach of
the foregoing representation and warranty made by such indemnifying party.
12. Notices. Any notice, request, demand, instruction or other
document to be given or served hereunder or under any document or instrument
executed pursuant hereto shall be in writing and shall be delivered personally
with a receipt requested therefor or sent by (a) telecopier, with proof of
transmission, (b) a recognized overnight courier service or (c) United States
certified mail, return receipt requested, postage prepaid, and addressed to the
parties at their respective addresses set forth below, and the same shall be
effective (w) upon receipt or refusal if delivered personally, (x) upon receipt
of proof of transmission, if delivered by telecopier, (y) one (1) business day
after depositing with such an overnight courier service; or (z) two (2)
business days after deposit if mailed. A party may change its address for
receipt of notices by service of a notice of such change as provided herein.
If to Seller: SUMIDI, INC.
c/o Xxxxxx X. Xxxxxxxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
with a copy to: Hynds, Rooks, Xxxxxx & Xxxxxxxxx
000 X. Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxx
If to Purchaser: Donlar Corporation
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
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with a copy to: Xxxxxx & Coff
00 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxx and H. Xxxxx Xxx
13. Memorandum. The parties hereby agree that a fully executed
and acknowledged memorandum of this Option Agreement in the form attached
hereto and made a part hereof as Exhibit D, shall be executed by Purchaser and
Seller and recorded by Purchaser at Purchaser's sole expense. In the event
that this Option Agreement shall expire or terminate and Purchaser shall not
have acquired the Property pursuant hereto, Purchaser shall execute,
acknowledge and deliver to Seller a recordable quitclaim deed to the Property
or any other instrument reasonably requested by Seller for the release of said
memorandum and otherwise indicating the termination of Purchaser's rights
hereunder and with respect to the Property.
14. Successors and Assigns. All the terms and conditions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors and assigns.
15. Severability. In the event that any term or provision of this
Option Agreement, or the application thereof to any particular party or
circumstance, is found by a court of competent jurisdiction to be invalid or
unenforceable (in whole or in its application to a particular party or
circumstance), the remaining terms and provisions of this Option Agreement of
the application thereof to different parties or circumstances, as the case may
be, shall not be affected thereby and this Option Agreement shall remain in
full force and effect in all other respects.
16. Entire Agreement, Amendments, Waivers and Survival. This
Agreement contains the entire agreement and understanding of the parties with
respect to the subject matter hereof, and all previous negotiations and
understandings between Seller and Purchaser or their respective agents and
employees with respect to the transaction set forth herein are merged in this
Agreement. Further, this Agreement may not be amended, modified or discharged
nor may any of its terms be waived except by an instrument in writing signed by
Purchaser and Seller. The terms and provisions of this Option Agreement shall
survive the entry, and shall not merge or be deemed to merge, into the
Contract.
17. Further Assurances. The parties each agree to do, execute,
acknowledge and deliver all such further acts, instruments and assurances and
to take all such further action before or after the Closing as shall be
necessary or desirable to fully carry out this Option Agreement and to fully
consummate and effect the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above written.
SELLER: PURCHASER:
SUMIDI, INC., an Illinois DONLAR CORPORATION, an
corporation Illinois corporation
By: Xxxxxx X. Xxxxxxxxxxx By: Xxxxx X. Xxxxxx
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Its: President Its: President
-------------------------- -------------------------
ATTEST: ATTEST:
By: Xxxxxx X. Xxxxxxxxxxx By: /s/
------------------------------ -----------------------------
Its: Secretary Its: Secretary
-------------------------- -------------------------
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JOINDER
The undersigned, Xxxxxx X. Xxxxxxxxxxx, hereby executes this Joinder
for the purpose of confirming her agreement to perform and be bound by the
obligations of Seller described in Section 3(a) of this Option Agreement with
respect to the application of the Initial Payment described therein.
Xxxxxx X. Xxxxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxxxx
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EXHIBIT A
LEGAL DESCRIPTION
The West One-Half of that part of the Southwest Quarter of Section 32, Township
34 North, Range 1 East of the Third Principal Meridian, LaSalle County,
Illinois, described as follows:
Commencing at the Southwest Corner of said Section 32, thence North 00
degrees 35' 25" East along the West Line of the Southwest Quarter of said
Section 32 for a distance of 2,541.94 feet to a point on the South
Right-of-Way Line of PeruRail (former LS & BC Railroad); thence South 89
degrees 59' 54" East along the said South Right-of-Way Line of PeruRail
for a distance of 2,654.31 feet; thence South 00 degrees 47' 06" West
along the East Line of the Southwest Quarter of said Section 32 for a
distance of 2,541.97 feet; thence North 90 degrees 00' 00" West along the
South Line of the Southwest Quarter of said Section 32 for a distance of
2,645.67 feet to the Point of Beginning, said tract containing 77.315
acres, more or less.
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EXHIBIT B
PERMITTED EXCEPTIONS
1. General real estate taxes not yet due and payable.
2. Rights of the Public, the State of Illinois, and the municipality in
and to that part of the premises in question taken or used for roads
and highways, at the locations shown on the ALTA/ACSM Land Title
Survey Plat for the subject property prepared by Chamlin & Associates,
Inc. (File No. B8898.00Y-1) revised April 16, 1996.
3. Rights of way for drainage ditches, drain tiles, feeders, laterals and
underground pipes, if any.
4. Easement to Illinois Iowa Power Company dated August 7, 1937 and
recorded September 20, 1937 in Book 747, page 83 as Document #290462
to erect, reconstruct, operate, maintain, renew and remove an electric
transmission system in, upon, across and over the West side of the
fence line along the East side of the public highway extending in a
Northerly and Southerly direction along the West side of the land, at
the location shown on the aforementioned survey.
5. Easement to National Gas Pipeline Company of America through a Right
of Way Option dated November 21, 1941 and recorded December 24, 1941
in Book 774, page 578 as Document #319893 and exercised by document
dated November 21, 1941 and recorded January 7, 1942 in Book 774, page
602 as Document #320071, as assigned to Illinois Power Company by
Assignment of Rights of Way and Sale of Pipeline and Appurtenant
Facilities dated November 20, 1968 and recorded May 8, 1969 as
Document #552550, to construct, test, reconstruct, renew, operate,
maintain, inspect, alter, repair and remove a pipeline or pipelines
and appurtenances as may be necessary or convenient for such
operations, over, through and within one rod of existing fences along
west line of the land, at the location shown on the aforementioned
survey.
6. Easement to Illinois-Iowa Power Company dated August 7, 1937 and
recorded September 20, 1937 in Book 747, page 81 as Document #290461
to erect, reconstruct, operate, maintain, renew and remove an electric
transmission system in, upon, across and over the South side of the
fence line along the North side of the public highway extending in an
Easterly and Westerly direction along the South side of the land, at
the location shown on the aforementioned survey.
7. Easement to Illinois Power Company dated October 3, 1963 and recorded
January 23, 1964 in Book 1220, page 359 as Document #499581 to erect,
reconstruct, operate, patrol, maintain, renew and remove electric
transmission system, and other equipment appurtenant thereto,
including signal and telephone.
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lines and equipment, through, over and across a strip of land 20 feet
in width described as follows: Beginning in the East line of said
Southwest Quarter at a point one foot South of the North right of way
line of public road running along the South line of said Section 32;
thence West parallel to and one foot South of the said North right of
way line to a point of exist in the West line of said Southwest
Quarter, all at the location shown on the aforementioned survey. All
poles shall be located in the said road right of way. (For further
particulars, see the record).
8. Easement to Illinois Power Company dated October 20, 1966 and recorded
January 22, 1968 as Document #540334 to lay, operate, maintain,
patrol, renew, alter, remove and re-lay a pipeline and all other
equipment appurtenant thereto through, over and across a strip of land
10 feet in width through the Southwest Southwest Quarter of said
Section 32, the center line of the said 10 foot strip described as
beginning in the West line of the said Xxxxxxxxx Xxxxxxxxx Xxxxxxx 0
feet North of the North right of way line of a public road running
East and West along the South side of the said Southwest Southwest
Quarter; thence East 5 feet North of and parallel to the said North
R/R line 636 feet to a point; thence deflecting to the right 90
degrees to the point of exit in the South line of the said S.W. S.W.
1/4, all at the location shown on the aforementioned survey. (For
further particulars, see the record).
9. Easement to Illinois Xxxx Telephone Company dated April 24, 1978 and
recorded June 23, 1978 as Document #658092 to construct, reconstruct,
add to, remove, operate and maintain a communication system within the
East/West public highway commonly known as N. 30th Road which extends
along the South side of the land, at the location shown on the
aforementioned survey.
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EXHIBIT C
MINERAL RIGHTS ENDORSEMENT
[See Attached]
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Page 1
SPECIMEN
ENDORSEMENT No. 5
Attached to and forming a part of
No.:
Issued by
CHICAGO TITLE INSURANCE COMPANY
MINERAL ENDORSEMENT:
The Company hereby insures the insured against loss or damage which the insured
shall sustain by reason of damage to the surface of said land or any
improvements thereon resulting from the exercise of any right by the owner of
the coal and minerals underlying said land to use the surface of said land in
the extraction or development of coal and minerals. The duty to provide
defense pursuant to paragraph 3(a) of the Conditions and Stipulations is
applicable to the assertion of any right of entry upon the surface of the land
by the owner of the Coal and minerals underlying Said land.
This Endorsement should not be construed as to insuring for any loss or damage
arising from subsidence.
This endorsement is made a part of the commitment or policy. It is subject to
all the terms of the commitment or policy and prior endorsements. Except as
expressly stated on this endorsement, the terms, dates and amount of the
commitment or policy and prior endorsements are not changed.
DATED:
---------------------------
Authorized Signatory
Note: This endorsement shall not be
Valid or binding until countersigned
by an authorized signatory.
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EXHIBIT D
MEMORANDUM OF OPTION AGREEMENT
[See Attached]
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MEMORANDUM OF OPTION AGREEMENT
THIS MEMORANDUM OF OPTION AGREEMENT is made as of the 23rd day of April, 1996,
by and between SUMIDI, INC., an Illinois corporation ("Seller"), and DONLAR
CORPORATION, an Illinois corporation ("Purchaser").
WITNESSETH
THAT, by that certain Vacant Land Option Agreement of even date herewith by
and between Seller and Purchaser (the "Agreement"), Seller has granted to
Purchaser, and Purchaser has acquired from Seller, an exclusive option to
acquire the real estate described on Exhibit I attached hereto and made a part
hereof (the "Property") upon the terms and subject to the conditions set forth
in the Agreement.
THAT, pursuant to and upon the terms and conditions set forth in the
Agreement, said option shall expire on April 22, 1999, if not earlier terminated
in accordance with the terms of the Agreement.
THAT, no lease, mortgage, lien or other encumbrance affecting the Property
which is created or entered into after the date hereof and prior to April 22,
1999 shall be valid of effective without obtaining the prior written consent of
Purchaser; all such leases, mortgages, liens and other encumbrances shall be
void and of no force or effect against Purchaser or Purchaser's interest in the
Property.
THAT, the covenants and agreements of Seller under the Agreement shall be
binding upon Seller and Seller's legal representatives, successors and assigns.
THAT, this Memorandum of Option Agreement is executed and recorded in
accordance with the terms of the Agreement solely for the purpose of giving
notice of the existence thereof and shall not supersede or in any way modify the
terms or conditions of the Agreement.
THAT, this Memorandum shall automatically terminate upon the recordation of
a release as described in the Vacant Land Option Agreement.
(continued on next page)
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IN WITNESS WHEREOF, Seller and Purchaser have caused this Memorandum
of Option Agreement to be executed as of the date first above written.
SELLER: PURCHASER:
SUMIDI, INC. DONLAR CORPORATION
By: By:
------------------------------ -----------------------------
Its: Its:
-------------------------- -------------------------
ATTEST: ATTEST:
By: By:
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Its: Its:
-------------------------- -------------------------
X-0
00
XXXXX XX XXXXXXXX )
COUNTY OF LASALLE )
I, ______________________________________________, a Notary Public in
and for said County, in the State aforesaid, DO HEREBY CERTIFY that
______________________ and _____________________, personally known to me to be
the _________________ and _______________ of Sumidi, Inc., an Illinois
corporation, and the same persons whose names are subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that they
signed and delivered the said instrument as their free and voluntary act as
such _______________________ and _____________________ as aforesaid, and as the
free and voluntary act and deed of said corporation, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this _________ day of
_____________________, 1996.
________________________________
Notary Public
My commission expires:____________________
STATE OF ILLINOIS )
COUNTY OF COOL )
I, ______________________________________________, a Notary Public in
and for said County, in the State aforesaid, DO HEREBY CERTIFY that
______________________ and _____________________, personally known to me to be
the __________________ and _______________ of Donlar Corporation, an Illinois
corporation, and the same persons whose names are subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that they
signed and delivered the said instrument as their free and voluntary act as
aforesaid as such _______________________ and _____________________ as
aforesaid, and as the free and voluntary act and deed of said corporation, for
the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this _________ day of
_____________________, 1996.
___________________________________
Notary Public
My commission expires:____________________
THIS DOCUMENT WAS PREPARED
BY, AND AFTER RECORDING
SHOULD BE RETURNED TO:
Xxxxxxx X. Xxxxxxx Xxxxxx & Coff
00 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
D-4
20
EXHIBIT I
TO MEMORANDUM OF OPTION AGREEMENT
THE PROPERTY
The West One-Half of that part of the Southwest Quarter of Section 32, Township
34 North, Range 1 East of the Third Principal Meridian, LaSalle County,
Illinois, described as follows:
Commencing at the Southwest Corner of said Section 32, thence North 00
degrees 35' 25" East along the West Line of the Southwest Quarter of said
Section 32 for a distance of 2,541.94 feet to a point on the South
Right-of-Way Line of PeruRail (former LS & BC Railroad); thence South 89
degrees 59' 54" East along the said South Right-of-Way Line of PeruRail
for a distance of 2,654.31 feet; thence South 00 degrees 47' 06" West
along the East Line of the Southwest Quarter of said Section 32 for a
distance of 2,541.97 feet; thence North 90 degrees 00' 00" West along the
South Line of the Southwest Quarter of said Section 32 for a distance of
2,645.67 feet to the Point of Beginning, said tract containing 77.315
acres, more or less.
Permanent Index No.: 00-00-000-000
