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EXHIBIT 2.2
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Amendment (this "Amendment") is entered into as of the 25th day of
October, 1999, by and between JEFFERSON SMURFIT CORPORATION (U.S.), a Delaware
corporation ("Seller"), and RAYONIER INC., a North Carolina corporation
("Purchaser").
WITNESSETH
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Agreement (the "Agreement") dated as of July 28, 1999, for the purchase and sale
of certain timberlands more particularly described therein; and
WHEREAS, Seller and Purchaser desire to amend the Agreement as provided herein.
NOW, THEREFORE, for and in consideration of the premises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each party hereto, Seller and Purchaser, intending to be
legally bound, do hereby agree as follows:
1. Defined Terms. Unless otherwise defined in this Amendment, terms used herein
with an initial capital letter or initial capital letters shall have the
meanings given them in the Agreement.
2. Purchase Price Reduction. Paragraph 2 of the Agreement is hereby amended by
deleting the number "Seven Hundred Twenty-Five Million and NO/100 DOLLARS
($725,000,000.00)" in line 2 of said Paragraph 2 and substituting in lieu
thereof the number "Seven Hundred Ten Million and NO/100 DOLLARS
($710,000,000.00)." Paragraph 2 is hereby further amended by deleting the number
"Five Hundred Million and NO/100 DOLLARS ($500,000,000.00)" in line 8 of said
Paragraph 2 and substituting in lieu thereof the number "Four Hundred Eighty
Five Million and NO/100 DOLLARS ($485,000,000.00)."
3. Extension of Closing Date. Paragraph 3(a) of the Agreement is hereby amended
by deleting the date "October 15, 1999" in line three of said paragraph 3(a) and
substituting in lieu thereof the date "October 25, 1999."
4. Site Preparation Reimbursement. Paragraph 9(b) is hereby amended by deleting
the number "$1,500,000.00" in the last line of said paragraph 9(b) and
substituting in lieu thereof the number "$1,750,000.00."
5. Closing Deliveries. Paragraph 3(c) of the Agreement is hereby amended by
adding the following new clause (v) in said Paragraph 3(c):
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"and (v) an assignment with reservation of royalties of the
OGM Leases (hereinafter defined) in form and substance reasonably satisfactory
to Purchaser and Seller pursuant to which Seller shall assign to LLC the OGM
Leases and reserve the royalties thereunder."
6. Exhibits. Exhibit C (Incidental Leases), Exhibit F (Seedling Agreement) and
Exhibit K (Oil, Gas and Mineral Leases) attached to the Agreement are hereby
deleted in their entirety and Exhibit C, Exhibit F and Exhibit K attached to
this Amendment shall be substituted in lieu thereof.
7. No Change in Terms and Conditions. Except as modified herein, the Agreement
is ratified and confirmed and remains in full force and effect.
8. Counterparts. To facilitate execution, this Amendment may be executed in as
many counterparts as may be convenient or required. It shall not be necessary
that the signature of each party appear on each counterpart.
All counterparts shall collectively constitute a single instrument.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
SELLER:
JEFFERSON SMURFIT CORPORATION (U.S.), a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PURCHASER:
RAYONIER INC., a North Carolina corporation
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President - Finance & Taxes
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