EX-10.32
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement ("Agreement") is entered into by
and among LINEAR PRECISION PRODUCTS, INC., a Delaware corporation, formerly
known as BPP Acquisition Corporation, with offices at 00 Xxxxx Xxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000 ("Buyer"), ROLLER BEARING COMPANY OF AMERICA, INC.,
a Delaware corporation with offices at 00 Xxxxx Xxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 ("RBC") and XXXX CORPORATION, a Virginia corporation with
offices at 0000 Xxxx Xxxxxx, Xxxxxx, Xxxx 00000- 1000 ("Seller"), as of the date
of the last signature to this Agreement ("Acceptance Date").
RECITALS:
A. Buyer desires to purchase and acquire from Seller the real
property located at 000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx
00000 and legally described on Exhibit A attached hereto, together with all
buildings and improvements located thereon, and all rights, licenses, privileges
and appurtenances thereunto belonging ("Real Property"), upon and subject to the
terms and conditions hereinafter set forth.
B. Seller desires to sell, transfer and convey the Real Property to
Buyer, upon and subject to the terms and conditions hereinafter set forth.
C. Buyer has been in possession of the Real Property since October
30, 1996, as tenant under a Business Property Lease between Seller and Buyer
(formerly known as BPP Acquisition Corporation), dated October 30, 1996
("Lease".).
D. Buyer and RBC are affiliated corporations; and Seller, RBC and
Buyer (formerly known as BPP Acquisition Corporation) entered into a certain
environmental indemnification agreement, dated October 30, 1996, relating to the
Real Property ("October 30, 1996 Agreement").
NOW, THEREFORE, for good and valuable considerations, the receipt of
which are hereby acknowledged, the parties agree as follows:
1. Property. Seller agrees to sell the Real Property to Buyer, and
Buyer agrees to purchase the Real Property from Seller.
2. Purchase Price and Payment. The purchase price of the Real
Property ("Purchase Price") shall be $495,000. The Purchase Price shall be paid
by Buyer to Seller at the Closing (as hereinafter defined) in cash or
immediately available funds (subject to the credits, prorations and adjustments
under this Agreement).
3. Evidence of Title. As evidence of title, Seller shall deliver to
Buyer, not later than 10 days after the Acceptance Date, a commitment
("Commitment") for the issuance to Buyer of an ALTA owner's title insurance
policy issued by a title insurance company ("Title Company") acceptable to
Seller and Buyer, in the amount of the Purchase Price.
4. Taxes and Assessments. There shall not be any proration of real
estate taxes and installments of assessments in connection with the Closing,
since Buyer (formerly known as BPP Acquisition Corporation) is and has been
obligated to pay taxes and assessments pursuant to the Lease.
5. Environmental Indemnification Agreement. At the Closing, Seller,
Buyer and RBC shall execute and deliver an environmental indemnification
agreement ("Environmental Indemnification Agreement") in the form of Exhibit B
attached hereto. The Environmental Indemnification Agreement shall cancel and
supersede the October 30, 1996 Agreement.
6. Termination of Lease. At the Closing, Seller and Buyer shall
enter into a termination of the Lease ("Lease Termination"), in the form of
Exhibit C attached hereto.
7. Buyer's Conditions of Closing. Buyer's obligations under this
Agreement are subject to the satisfaction of the following conditions
("Conditions Precedent"):
(a) Buyer shall have received and approved the Commitment.
(b) Buyer shall have received and approved a currently dated ALTA
survey ("Survey") of the Property, which Survey shall have
been secured by Seller and certified to Buyer, Seller and the
Title Company.
In the event that the Conditions Precedent are not satisfied on or
before that date ("Contingency Date") occurring one (1) day prior to the Closing
date, Buyer shall have the option of either (a) cancelling and terminating this
Agreement by giving written notice to Seller not later than the Contingency
Date, in which event neither party shall have any further liability to the other
party hereunder, or (b) waiving said unsatisfied Conditions Precedent and
proceeding toward the Closing in accordance with the other provisions of this
Agreement.
8. Closing. The closing of the transaction described in this
Agreement ("Closing") shall occur on or before that date occurring 60 days after
the Acceptance Date. At Closing, (a) Seller shall convey to Buyer marketable
title to the Real Property by a transferable and recordable special warranty
deed ("Deed"), subject only to zoning resolutions and ordinances, real estate
taxes and installments of assessments, and easements, agreements, restrictions
and other matters of record; (b) Seller shall deliver to Buyer the non-foreign
affidavit described under Section 1445 of the Internal Revenue Code; (c) Seller
shall deliver an ALTA seller's closing affidavit to Buyer and the Title Company
in such form as reasonably required by the Title Company; (d) Seller and Buyer
(formerly known as BPP Acquisition Corporation) shall execute and deliver the
Lease Termination; (e) Seller, Buyer and RBC shall execute and deliver the
Environmental Indemnification Agreement; and (f) the parties shall deliver
evidence of signing authority and/or such other documents as may be reasonably
required to effectuate the transaction contemplated by this Agreement.
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9. Costs. At the Closing, Seller shall pay the cost of the Survey,
and all conveyance fees and/or transfer taxes associated with this transaction.
At the Closing, Buyer shall pay the cost of the Commitment, the title policy and
all other title insurance costs, and all recording fees associated with this
transaction. In the event that the Closing does not occur, for reasons other
than the breach or default of Buyer hereunder, Seller shall pay any fee owing to
the Title Company for the cancellation of the Commitment.
10. Condition of Real Property. Buyer (formerly known as BPP
Acquisition Corporation) acknowledges and agrees that it has been occupying the
Real Property since October 30, 1996. Subject to the Environmental
Indemnification Agreement and the provisions of Section 11 hereof, Buyer accepts
the Property in an "as is, where is" condition as of the Acceptance Date and as
of the date of Closing, regardless of any defects therein, whether patent or
latent, concealed or otherwise.
11. Damage to Real Property. The casualty insurance on the Real
Property is being carried by Buyer (formerly known as BPP Acquisition
Corporation), pursuant to the Lease. In the event that any structure or
improvement on the Real Property is materially damaged or destroyed by fire or
other casualty prior to the delivery of the Deed to Buyer at the Closing, the
parties shall perform this Agreement and Seller (and Seller's mortgagee, if any)
shall relinquish any rights of Seller in and to any insurance proceeds covering
such casualty.
12. Notices. All notices, waivers, consents, demands or other
communications (collectively, "notices") given hereunder by any party to another
party shall be in writing and shall be delivered either (a) by personal delivery
or (b) by certified United States Mail, postage prepaid, or (c) by nationally
recognized overnight courier, at or to the addresses of the parties first set
forth above, or to such other address as any party may from time to time specify
by notice to another party. All notices shall be deemed to have been delivered
upon the earlier of actual receipt, three (3) days after mailing by certified
mail, or one (1) day after sending by overnight courier.
13. Miscellaneous. This Agreement shall be binding upon and inure to
the benefit of the parties' successors and assigns; provided, however, that this
Agreement shall not be assigned by any party without the prior written consent
of the other parties. No representations, warranties or covenants pertaining to
this Agreement or the Property have been made by, or shall be binding upon,
either Seller or Buyer, except as stated herein or in the Environmental
Indemnification Agreement. The headings contained herein are for convenience of
reference only, and are not to be used in interpreting this Agreement. This
Agreement shall be construed and enforced pursuant to the laws of the State of
South Carolina. No amendments or variations of the terms and conditions of this
Agreement shall be valid unless the same is in writing and signed by all parties
hereto. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute but one document. Time is of the essence of this Agreement. The term
"day" as used in this Agreement means a calendar day, and if the date of any
required action or notice under this Agreement falls on a Saturday, Sunday or
legal holiday, the date for such required action or notice shall be extended to
the next business day.
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IN WITNESS WHEREOF, Buyer, Seller and RBC have executed this
Agreement, through their duly authorized representatives, as of the dates
indicated below.
LINEAR PRECISION PRODUCTS, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Its Vice President
--------------------------------
Dated: March 27, 1998
XXXX CORPORATION
By Xxxxxx X. Xxxxxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxxxxx
Assistant Treasurer
Dated: March 24, 1998
ROLLER BEARING COMPANY OF
AMERICA, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Its Executive Vice President
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Dated: March 27, 1998
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EXHIBIT A
All that certain piece, parcel or Lot of land, lying and being in Colleton
County, South Carolina, being located on the Eastern Side of Thunderbolt Drive,
Formerly Recold Road, (S-15-61) and being more fully shown and designated on an
ALTA\ACSM Land Title Survey for Roller Bearing Corporation, by Xxxxxx Land
Surveying, Dated January 7, 1998, and having the following Metes and Bounds, to
wit:
Beginning at the Centerline Intersection of S-15-459 and S-15-461 and running in
a direction of S 29 45'27" W for a distance of 790.53' to an iron pin found on
the Eastern Right-of-Way of S-15-461 and noted as the point of beginning, thence
turning and running along the property of Low Country Regional Development Corp.
S 56 20'00" E for a distance of 583.83' to an iron pin found, thence turning and
running along the property of Walterboro-Colleton County Airport Commission S 25
57'05" W for a distance of 547.61' to an iron pin found, thence turning and
continuing along the property of Walterboro-Colleton County Airport Commissions
47 26'55" W for a distance of 511.64' to an iron pin found at the center of a
100' South Carolina Electric and Gas Right-of-Way thence turning and running
along the center of said right-of-Way N 18 56'23" W for a distance of 676.55' to
an iron pin found on the Eastern Right-of-Way of S-15-461, Thence turning and
running Northerly along said Right-of-Way around a curve to the left with an Arc
of 289.17', Having a radius of 6109.98' and a chord of N 34 35'06" E for 289.15'
to an iron pin set, thence turning and continuing along the Right-of-Way of
S-15-461 N 33 13'45" E for a distance of 339.61' to the point of beginning and
containing 12.00 Acres.
TMS# 000-00-00-000
