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EXHIBIT 10.19.2
OPTION AGREEMENT
THIS OPTION AGREEMENT, entered into as of the 29th day of December,
1998, by and between:
STRATEGIC TIMBER PARTNERS, LP, a Delaware limited partnership,
whose principal office is located at 0 Xxxxx Xxxxxxxx Xxxxxx,
Xxx Xxxxxx, Xxx Xxxxxxxxx 00000, represented herein by Xxxxxx
X. Xxxxxxx, Vice President of Strategic Timber Operating Co.,
a Delaware corporation, its sole general partner (hereafter
referred to as "Purchaser") and
C. XXXXXX XXXXX, a person of the full age of majority residing
in the County of Merrimack, State of New Hampshire, whose
mailing address is 000 Xxxxx 000X, Xxx Xxxxxx, Xxx Xxxxxxxxx
00000 (hereafter referred to as "Seller"), who declared that
he is married to Xxxx X. Xxxxx, with whom he is presently
living and residing, and that he acquired the property herein
described for his separate estate with separate and
paraphernal funds under his administration, and that the said
property is his separate and paraphernal property.
W I T N E S S E T H:
WHEREAS, Seller is the owner of certain real property described on
EXHIBIT A attached hereto and made a part hereof (hereinafter referred to as the
"Property"), and
WHEREAS, Seller desires to grant to Purchaser and Purchaser desires to
obtain from Seller an option to purchase the Property.
NOW THEREFORE, for and in consideration of ONE THOUSAND DOLLARS
($1,000.00) paid to Seller by Purchaser contemporaneously herewith, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Seller, Seller and Purchaser hereby agree as follows:
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1. Seller does hereby grant to Purchaser an exclusive option to
purchase the Property (hereinafter referred to as the "Option") on the following
terms and conditions:
(a) The Option shall be exercisable by Purchaser by written
notice to Seller given at any time on or before December 31, 2000.
(b) If Purchaser exercises the Option, the purchase price for
the Property shall be the sum of THREE MILLION AND NO/100 DOLLARS
($3,000,000.00), plus interest thereon at the rate of eight percent (8%) per
annum, compounded annually (as of the anniversary date hereof), from the date
hereof to the date of Closing, subject to any deductions provided for in
subparagraph 1(d) below. Such sum shall be payable in cash by wire transfer of
immediately available funds or by certified or cashier's check at Closing.
(c) If Purchaser exercises the Option, the closing of the sale
of the Property pursuant hereto (the "Closing") shall be held on the date which
is sixty (60) days after the date of Purchaser's exercise of the Option (or if
such 60th day is a Saturday, Sunday or legal holiday, then on the next day which
is not a Saturday, Sunday or legal holiday), at the offices of Xxxxxxxxxx Xxxxxx
& Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, XX, Xxxxxxx, Xxxxxxx 00000, or such earlier
date and time, and/or such other location, as may be designated by Purchaser
upon not less than three (3) days prior notice to Seller.
(d) If Purchaser exercises the Option, at the Closing Seller
shall convey to Purchaser good and marketable fee simple title to the Property
by act of sale, with warranty of title only against acts of Seller or those
claiming by, through or under Seller, free and clear of all mortgages, liens,
restrictions, agreements, encumbrances and other matters affecting title, except
for (i) those matters not created or suffered by Seller existing as of the xxxx
Xxxxxx took title to the Property, (ii) ad valorem real property taxes not yet
due and payable, and (iii) such matters (if any) as shall have been consented to
by Purchaser in writing after the date hereof. Ad valorem real property taxes on
the Property for the year of Closing and income from leases and other contracts
affecting the Property shall be prorated as of Closing. In the event Seller
fails or refuses to convey such title to Purchaser, Purchaser in addition to all
other rights and remedies which it may have at law or in equity, may remove any
title matter created or suffered by Seller without the prior written consent of
Purchaser and deduct all costs and expenses incurred by Purchaser in connection
with such removal (including, but not limited to, attorney's fees) from the
amount of the purchase price otherwise payable as provided in subparagraph 1(b)
hereof. At the Closing Seller shall also execute and deliver to Purchaser an
owner's affidavit reasonably satisfactory to Purchaser, an affidavit as to the
non-foreign status of Seller, a certification of information for 1099-S report
filing purposes, an assignment of any contracts, leases, licenses or permits
affecting the Property, and such other documents and instruments as may be
reasonably necessary or desirable for the consummation of the purchase and sale
pursuant to the Option. Seller and Purchaser agree to do such other acts and to
execute and deliver such other documents and instruments as are reasonably
necessary or desirable for the consummation of the purchase and sale pursuant to
the Option. Purchaser shall pay any transfer tax in connection with the
conveyance of the Property and the cost of recording the act of sale.
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2. All notices permitted or required to be made hereunder shall be in
writing, signed by the party giving notice and shall be delivered personally or
by commercial courier or sent by registered or certified mail, to the other
party hereto, addressed as follows:
TO PURCHASER: TO SELLER:
Strategic Timber Partners, L.P. C. Xxxxxx Xxxxx
0 Xxxxx Xxxxxxxx Xxxxxx 339 Route 000X
Xxx Xxxxxx, Xxx Xxxxxxxxx Xxx Xxxxxx, Xxx Xxxxxxxxx
or to such other address and to the attention of such person(s) as either party
shall designate in a notice to the other. The date of personal delivery or
courier delivery or the date of mailing, as the case may be, shall be the date
of such notice.
3. If not sooner exercised, the Option shall automatically terminate
and be of no further force or effect at 11:59 PM, December 31, 2000.
4. This Option Agreement shall be binding upon and shall inure to the
benefit of Seller and Purchaser and their respective heirs, successors,
successors-in-title and assigns, and any reference to Seller or to Purchaser
hereunder shall be deemed to include the heirs, successors, successors-in-title
and assigns of such party.
AND NOW TO THESE PRESENTS intervenes Xxxx X. Xxxxx, who declared that
she is the spouse of Seller, with whom she is presently living and residing,
appearing herein to acknowledge that the property herein described is the
separate and paraphernal property of Seller, and was acquired with separate and
paraphernal funds under the administration of Seller. Intervenor declares that
she is separate in property with Seller and that no community of acquets and
gains exists between them. Intervenor does hereby quitclaim and assign to Seller
all right, title and interest of Seller in the property herein described, if
any.
IN WITNESS WHEREOF, the parties have executed this Option Agreement on
April, 1999, but effective as of December 29, 1998.
PURCHASER:
STRATEGIC TIMBER PARTNERS, L.P.
By: Strategic Timber Operating Co., its
sole general partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Its: Vice President
SELLER:
/s/ C. Xxxxxx Xxxxx
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C. XXXXXX XXXXX
INTERVENOR:
/s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
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A C K N O W L E D G M E N T S
STATE OF NEW HAMPSHIRE
COUNTY OF MERRIMACK
On this 7th day of April, 1999, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the County of
Merrimack, State of New Hampshire, personally came and appeared Xxxxxx X.
Xxxxxxx, who, after being duly sworn, declared that he signed the foregoing
instrument as Vice President of Strategic Timber Operating Co., a Delaware
corporation, as his and such corporation's voluntary act as the sole general
partner of Strategic Timber Partners, LP, a Delaware limited partnership, for
the purposes described therein.
WITNESSES:
[Witness]
---------------------------------
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
[Witness]
---------------------------------
/s/ Xxxxx X. Xxxxxx
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Notary Public
My commission expires:
6/22/99
-----------------
[NOTARY SEAL]
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XXXXX XX XXX XXXXXXXXX
XXXXXX XX XXXXXXXXX
Xx this 7th day of April, 1999, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the County of
Merrimack, State of New Hampshire, personally came and appeared C. Xxxxxx Xxxxx,
who, after being duly sworn, declared that he signed the foregoing instrument
voluntarily for the purposes described therein.
WITNESSES:
[Witness]
---------------------------
/s/ C. Xxxxxx Xxxxx
------------------------------
C. Xxxxxx Xxxxx
[Witness]
---------------------------
/s/ Xxxxx X. Xxxxxx
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Notary Public
My commission expires:
6/22/99
----------------------
[NOTARY SEAL]
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XXXXX XX XXX XXXXXXXXX
XXXXXX XX XXXXXXXXX
Xx this 7th day of April, 1999, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the County of
Merrimack, State of New Hampshire, personally came and appeared Xxxx X. Xxxxx,
who, after being duly sworn, declared that she signed the foregoing instrument
voluntarily for the purposes described therein.
WITNESSES:
[WITNESS]
--------------------------------
/S/ XXXX X. XXXXX
----------------------------------
Xxxx X. Xxxxx
[WITNESS]
--------------------------------
/s/ XXXXX X. XXXXXX
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Notary Public
My commission expires:
6/22/99
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[NOTARY SEAL]
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EXHIBIT A
DESCRIPTION OF LAND
A. XXXXX XXXXXX
TOWNSHIP RANGE SECTION DESCRIPTION ACRES
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4S 3W 31 W/2 OF NW/4 80
4S 4W 36 N/2 OF NE/4 OF SW/4, W/2 OF NE/4 100
4S 4W 36 N/2 OF NW/4 OF SE/4, SE/4 OF NW/4 60
4S 4W 36 E/2 OF NE/4 OF NW/4 20
4S 4W 33 E/2 OF SE/4 OF SE/4 20
4S 4W 34 S/2, less 2 acres sold to Xxxx Xxxxxx in E/2 of SW/4 and less 300
that part lying East of abandoned road to Oakdale in S/2 of
SE/4, 1 acre from Xxxxxxx Xxxxxxxx in NE/4 of SW/4 Pur 2/90
5S 3W 29 SW/4 160
5S 4W 3 W/2 OF NW/4 less 1 acre sold to X.X. Xxxxxxxx, NW/4 OF SW/4 119
5S 4W 4 E/2 320
5S 4W 30 W/2, W/2 OF E/2 OF NE/4 360
5S 4W 30 W/2 OF NE/4, W/2 OF NE/4 OF SE/4 100
5S 4W 30 NW/4 OF XX/0 00
0X 0X 00 XX/0 XX XX/0, SE/4 OF SW/4 80
5S 4W 31 S/2 OF NE/4 OF SW/4 20
5S 4W 31 W/2 OF SW/4 OF XX/0 00
0X 0X 00 X/0 XX XX/0 South of SR #1151 40
6S 3W 28 W/2 OF SW/4 OF NW/4 20
6S 3W 18 S/2 OF S/2 160
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6S 3W 19 S/2 OF XX/0 00
0X 0X 00 XX/0, X/0 XX XX/0, X/0 XX XX/0 XX XX/0 260
6S 4W 13 SE/4 OF SE/4, W/2 OF SE/4, SE/4 OF NW/4 160
6S 4W 13 NE/4 OF SW/4, E/2 OF NW/4 OF SW/4 60
6S 4W 13 E/2 OF SW/4 OF NW/4, SW/4 OF NE/4 OF NW/4 30
6S 4W 24 E/2 OF NE/4 80
6S 4W 2 W/2 OF NW/4 80
6S 4W 3 XX/0 XX XX/0, X/0 XX XX/0, N/2 OF SE/4 200
6S 4W 3 W/2 OF SW/4 OF SE/4, NE/4 OF SW/4 OF SE/4 30
6S 4W 00 X/0 XX XX/0, XX/0 XX XX/0, SW/4 OF NE/4 160
6S 4W 10 W/2 OF NW/4 OF NE/4, W/2 OF XX/0 000
0X 0X 00 XX/0, XX/0 XX XX/0 OF NE/4 170
6S 4W 15 NW/4 OF SE/4, W/2 OF NE/4 120
6S 4W 00 X/0 XX XX/0, X/0 XX XX/0 XX XX/0 100
6S 4W 16 NW/4, N/2 OF NE/4 OF SW/4 180
6S 5W 1 W/2 OF E/2 160
6S 5W 1 E/2 OF W/2 East of Parish Road 100
6S 5W 24 N/2 OF N/2, SE/4 OF NE/4 lying east of Highway 165 199
7S 6W 2 X/0 XX XX/0 Xxxxx xx XX #000 10
7S 6W 11 NE/4, W/2 OF E/2 OF SE/4 200
7S 6W 11 NW/4 OF XX/0 00
0X 0X 00 XX/0, S/2 OF NW/4 240
7S 6W 14 E/2 OF SE/4, SW/4 OF NE/4 120
7S 6W 15 SE/4, E/2 OF SW/4 less 14 acres sold to X.X. Xxxxxx 226
X. XXXXXXXXXX PARISH
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6S 8W 19 W/2 OF NW/4 less Highway R/W (6.935 acres) on west side 73
6S 8W 19 N/2 OF SW/4 OF SW/4 less 2 acres sold in NW corner of SW/4 of 18
SW/4 to Xxxxxxxxxx Electric 5/95
7S 8W 33 SE/4 OF NE/4, N/2 OF XX/0 000
0X 0X 00 X/0 XX XX/0, N/2 OF SE/4 160
7S 9W 33 W/2 OF NE/4 OF SE/4 20
C. CALCASIEU PARISH
8S 9W 4 NW/4 160
D. XXXXXXXXX XXXXX PARISH
7S 6W 20 S/2 OF NE/4 OF NE/4, SE/4 OF XX/0 00
0X 0X 00 X/0 XX XX/0 OF NE/4, SE/4 OF NE/4 60
7S 6W 20 E/2 OF NE/4 OF XX/0 00
0X 0X 00 XX/0, X/0 XX XX/0, SW/4 OF NW/4 280
7S 6W 22 E/2 OF NE/4, NW/4 OF NE/4 120
7S 6W 23 N/2 OF NW/4 80
8S 6W 27 S/2 OF SE/4 80
8S 6W 27 XX/0 XX XX/0 00
0X 0X 00 X/0 XX XX/0, XX/0 OF NE/4 120
9S 6W 28 NE/4 OF NW/4 less 13.795 acres to LA Department of Highways, 66
NW/4 OF NE/4
TOTAL ACRES 6,601.00
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