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EXHIBIT 10.13
Land Contract Between Xxxxx Xxxxxx And
The Registrant Dated February 13, 1987
LAND CONTRACT
THIS LAND CONTRACT is made and entered into effective
as of the 13th day of February, 1987 (the "Effective Date"), at Dale, Indiana,
by and between Xxxxx Xxxxxx, an individual residing in Tell City, Indiana,
(hereinafter referred to as "Vendor"), and THERMWOOD CORPORATION, an Indiana
corporation, having its principal place of business in Xxxx, Xxxxxxx County,
Indiana (hereinafter referred to as "Purchaser").
WITNESSETH, That:
WHEREAS, on the Effective Date Vendor and Purchaser entered into and
executed a Lease Agreement covering a certain manufacturing plant facility and
surrounding grounds and parking areas (therein and hereinafter referred to as
the "Premises") upon land owned by Vendor in Dale, Indiana (which land,
including the Premises, is therein and hereinafter referred to as the
"Property"), a copy of which Lease Agreement is attached hereto as Exhibit A and
made a part hereof; and
WHEREAS, Purchaser may, during the term of the Lease Agreement, desire
to purchase the Property, including the Premises, and Vendor is willing to
bargain and convey same to Purchaser, all in accordance with the terms and
conditions of the Lease Agreement and this Land Contract;
NOW, THEREFORE, upon these premises, the mutual covenants and promises
of the parties herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Vendor and Purchaser
do hereby agree as follows:
1. PURCHASE PRICE: So long as Purchaser is not then
in default to any obligation under the Lease Agreement (provided Purchaser has
been given both proper notice of and an opportunity to cure such default),
Purchaser shall have the right to purchase the Property, including the Premises,
at any time by payment to Vendor at Closing, to be held in accordance with the
provisions therefor set forth elsewhere herein, of the Purchase Price determined
as follows:
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DISCOUNTED DISCOUNTED TOTAL
LEASE BUILDING OPTION PURCHASE
YEAR VALUE + PRICE = PRICE
1 $ 1,775,781.00 $ 12,000.00 $ 1,786,781.00
2 1,748,590.00 24,000.00 1,771,590.00
3 1,718,064.00 36,000.00 1,753,064.00
4 1,683,794.00 48,000.00 1,730,794.00
5 1,645,320.00 60,000.00 1,704,320.00
6 1,602,125.00 72,000.00 1,673,125.00
7 1,553,632.00 84,000.00 1,626,632.00
8 1,499,190.00 96,000.00 1,594,190.00
9 1,438,070.00 108,000.00 1,545,070.00
10 1,369,453.00 120,000.00 1,488,453.00
11 1,292,418.00 132,000.00 1,423,418.00
12 1,205,933.00 144,000.00 1,348,033.00
13 1,108,833.00 156,000.00 1,263,838.00
14 999,833.00 168,000.00 1,166,833.00
15 877,456.30 180,000.00 1,056,456.00
16 740,067.50 192,000.00 931,067.50
17 585,825.10 204,000.00 788,825.10
18 412,661.60 216,000.00 627,661.60
19 218,256.00 228,000.00 445,256.00
20 - 0 - 240,000.00 240,000.00
*/ Each Lease Year represents a 365-day period under the Lease Agreement, the
first such Lease Year commencing on the Effective Date of the Lease Agreement.
**/ The Purchase Price reflects the price at which Purchaser may acquire the
Property during each Lease Year.
2. EXERCISE OF PURCHASE OPTION: To exercise its
purchase option hereunder, Purchaser shall give Vendor written notice of
Purchaser's intention to purchase the Property at the specified Purchase Price,
at which time this Land Contract shall become a contract of purchase, binding
the Purchaser to purchase and the Vendor to sell the Property upon the terms and
conditions contained herein and in Purchaser's notice. Thereupon, Vendor shall
immediately order and upon receipt thereof deliver to Purchaser a full and
complete abstract of title to the Property, which title abstract shall be
extended to a date not earlier than the date on which Vendor received the
aforementioned purchase notice.
3. CLOSING: Except as otherwise provided in Xxxxxxxxx 0,
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Xxxxxxx xxxxx xx held not later than fifteen (15) days following the date on
which Vendor delivers to Purchaser the aforesaid title abstract. Vendor agrees
to convey the Property to Purchaser by Warranty Deed, free and clear of any
liens or encumbrances, except those for which Purchaser is responsible under the
terms of the Lease Agreement, and subject only to all legal highways,
rights of-way, easements, and other restrictions of record.
4. DEFECTS IN VENDOR'S TITLE: In the event Purchaser's counsel requires
as a condition of purchase, that specified defects in Vendor's title to the
Property be cured as a prerequisite to Closing, Vendor shall have sixty (60)
days to cure or comply with said requirements, or, at Vendor's option and sole
expense, to furnish to Purchaser at Closing a title insurance policy in form and
coverage acceptable to Purchaser's counsel and without restriction or
qualification as to the defects noticed to Vendor by said counsel.
5. NOTICES: All notices hereunder shall be sent or delivered to Vendor
at 000 Xxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxx 00000, and to Purchaser, at the
Premises, located on Buffaloville Road, Dale, Indiana, and to Purchaser's
General Counsel, Xxxxx X. Xxxxx, Esquire, at Xxxxx, Xxxxxx & Xxxx, 000 00xx
xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000. Any notice required by or in
accordance with this Land Contract will be deemed duly given to the party
entitled thereto if handdelivered to such party or sent by certified mail,
return receipt requested, to the appropriate address indicated above for such
party. Any such address may be changed at any time by notice to the other party
in accordance with the notice provisions set forth herein.
6. ASSIGNMENT: Purchaser may not assign its rights hereunder without
the prior written consent of Vendor, which consent shall not be unreasonably
withheld. However, upon Vendor's consent, in his sole discretion, to the
assignment by Purchaser of Purchaser's rights and obligations under the Lease
Agreement, Vendor shall be deemed also to have consented to the assignment of
this Land Contract.
7. BINDING AGREEMENT: This Land Contract shall be binding upon any
successors in title or interest to Vendor, and the covenants herein contained
shall run with the Property.
IN WITNESS WHEREOF, the parties hereto have, as of the Effective Date, hereunto
set their hands and seals as their free act and deed and executed this Land
Contract in duplicate, each of which
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is deemed an original.
PURCHASER:
Attest: THERMWOOD CORPORATION,
an Indiana corporation
/s/ Xxxxx X. Xxxxx By/s/Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxxxxxx,President
WITNESS VENDOR:
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
STATE OF INDIANA )
)SS:
COUNTY OF XXXXXXX)
Before me, the undersigned, a Notary Public in and for said County and
State, came Xxxxx Xxxxxx, an individual residing in Tell City, Indiana, who
acknowledged the execution of the foregoing LAND CONTRACT as his free and
voluntary act for the uses and purposes therein set forth.
WITNESS my hand and Notarial Seal this 13th day of February, 1987.
/s/Xxxx Xxxxx
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Notary Public
My Commission Expires:
March 15, 0000
XXXXX XX XXXXXXX )
) SS:
COUNTY OF XXXXXXX )
Before me, the undersigned, a Notary Public in and for said County and
State, came THERMWOOD CORPORATION, an Indiana corporation, by XXXXXXX X.
XXXXXXXX, its President, and by XXXXX X. XXXXX, its Secretary, respectively, for
and on behalf of said Corporation, which acknowledged the execution of the
foregoing LAND CONTRACT and the affixing hereto of the corporate seal of said
Corporation, as the free and voluntary act of said Corporation, for the uses and
purposes therein set forth.
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WITNESS my hand and Notarial Seal this 13th day of February, 1987.
/s/Xxxx Xxxxx
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Notary Public
My Commission Expires:
March 15, 1988
