Exhibit 10.8
OPTION TO PURCHASE
This Option to Purchase (this "Option") is made and entered into as of
the 4th day of March, 2004 by and between 2600 Roosevelt Associates, L.L.C.
("Optionor") and U.S. Plastic Lumber Ltd. ("Optionee").
A. Optionor is the owner of legal title to the real estate
described in Exhibit A attached hereto and by this reference made a part hereof,
known as 0000-0000 Xxxx Xxxxxxxxx Xxxx and 1105-1107, 1111, 1135 and 0000 Xxxxx
Xxxxxxxxx Xxxxxx (the "Property"), which Property is more particularly described
on Exhibit A hereto.
B. Prior to the execution and delivery of this Option, the former
owners of the Property, as landlords, and Optionee, as tenant, entered into one
or more Industrial Building Lease relative to the Property (collectively, the
"Lease"), which Lease has been assigned by former owners to Optionor.
C. The parties hereto desire that the Optionor shall grant to
Optionee an option to purchase the Property in accordance with the terms
hereinafter set forth.
In consideration of the premises and the mutual covenants hereinafter
set forth, it is hereby agreed as follows:
1. Optionor hereby grants to Optionee an exclusive option to
purchase the property for the sum of $4,500,000, for a period of one year from
the date hereof (the "Option Period"). Optionee shall pay all fees and costs
associated with the closing of the sale and purchase of the Property (the
"Closing"), including but not limited to all transfer taxes, title charges,
survey and due diligence. Any sale shall be in "as is", where "is" condition
without any further representation or warranty.
2. This Option shall be exercised by Optionee or its beneficiary,
or their respective agent giving written notice thereof to Optionor, by
registered or certified mail or by commercial courier service, at 0000 Xxxx
Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 (Attention: Xxxx Xxxxxxxxx) at any time during
the Option Period.
3. Upon the exercise of this Option as set forth above, Closing
shall be two (2) months after the date of such exercise.
4. Notwithstanding the exercise of this Option, the Lease and all
of the obligations of the parties thereunder shall remain in full force and
effect until the Closing.
5. If during the Option Period, there shall be a taking of any part
or parts of the Property under the power of eminent domain or the commencement
of any action to so take, or a conveyance in lieu of a taking, Optionee shall
have the right to
participate in any condemnation proceeding and to approve any settlement
relative to the amount of the award. Provided that Optionee shall exercise this
Option and close, Optionee shall have the right to be paid and retain the entire
condemnation award relative to the Property. If such award shall theretofore
have been paid to Optionor, the amount of such award shall be deducted from the
purchase price payable at the closing. If such condemnation award shall not
theretofore have been paid to Optionor, Optionee shall be entitled to the
payment thereof by the condemning body and Optionor agrees to do any and all
acts necessary to effectuate the same, including, without limitation, the
endorsement of any checks to Optionee.
6. Subject to any rights of the holders of the Collateral
Assignment (as defined below), this Option shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
This Option may be recorded by Optionee.
7. Either party may assign this Option without the consent of the
other party.
8. No modification of this Option shall be effective unless in
writing and signed by Optionor and Optionee; provided, however, that if the
Collateral Assignment of Option to Purchase as Security of even date herewith
(the "Collateral Assignment") by Optionee in favor of General Electric Capital
Corporation ("GECC") and the other lenders described therein is in effect, then
the effectiveness of any modification of this Option (other than an extension of
the Option Period) shall also be conditioned upon the prior written consent of
GECC.
9. During the Option Period, Optionor shall not grant any mortgage
or similar security instrument on the Property in favor any person or entity
other than Philadelphia Private Bank ("PPB"); provided, however, that in
connection with any refinancing of the indebtedness of Optionor to PPB, Optionor
may grant a mortgage in favor of the lender(s) providing such refinancing.
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DATED as of the day and year first above written.
2600 ROOSEVELT ASSOCIATES, L.L.C., as
Optionor
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Its: Member
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U.S. PLASTIC LUMBER LTD., as Optionee
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Its: Treasurer
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