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EXHIBIT 10.17
Agreement Between The Registrant And
Huntingburg Townhouses, Inc.
Dated October 23, 1992
Relating To Certain Equipment Leases
October 23, 1992
Xxxxx Xxxxxx
000 00xx Xxxxxx
Xxxx Xxxx, Xxxxxxx 00000
Re: Loan Agreement dated March 26, 1986 as
modified in March 1991 (the "Loan Agreement")
Dear Xx. Xxxxxx:
Thermwood Corporation (the "Company") is currently in default (the "Default") of
the above captioned Loan Agreement in that it has failed to make the last nine
monthly payments, each in the amount of $5,373.48, as provided therein.
Accordingly, the aggregate overdue amount (the "Arrearage") under the Loan
Agreement is $48,361.32.
In order to induce the Company to enter into an agreement to effect a public
financing (the "Public Financing") and in consideration for the other actions to
be taken by the Company as set forth below, you agree to waive the Default in
accordance with the following terms and conditions:
1. You herewith waive the Default and modify the Loan Agreement so that the
Arrearage will be due and payable as set forth in paragraph 2 below and no
monthly payments thereunder will be due until January 1, 1993. Payments which
would have been due under the Loan Agreement for the months of November and
December 1992 shall be added to the Arrearage and paid as set forth below.
2. The Company agrees that upon the earlier of the closing of the Public
Financing or August 1, 1993, it will pay to you one half of the Arrearage. The
Company will pay the balance of the Arrearage, commencing on August 1, 1993 or
the first day of the month after the closing of the Public Financing, as the
case may be, at the rate of one monthly payment per month.
Please acknowledge your acceptance of this Agreement by signing a copy hereof in
the appropriate space below and returning it to
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the Company.
Very truly yours,
THERMWOOD CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
Acknowledged and Accepted
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
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EXHIBIT 10.19
Thermwood Option To Purchase Xxxxx Xxxxxx'x Shares
OPTION AGREEMENT
This agreement, entered into this 4th day of February, 1999, by and
between the Thermwood Corporation, an Indiana corporation having its principal
place of business at 000 Xxx Xxxxxxxxxxxx Xxxx, Xxxx, Xxxxxxx, hereinafter
referred to as Thermwood; and Xxxxx Xxxxxx, an individual residing at 000 Xxxxx
Xxxxxx, Xxxx Xxxx, Xxxxxxx, hereinafter referred to as Xxxxxx,
WITNESSETH THAT:
WHEREAS, Xxxxxx is the owner of 209,000 shares of the presently
outstanding shares of the common stock of Thermwood, hereinafter referred to as
Common Stock; and
WHEREAS, Thermwood is desirous of obtaining from Xxxxxx the right,
privilege and option to purchase said 209,000 shares of Common Stock owned by
Xxxxxx, which Xxxxxx is willing to grant, under the following terms and
conditions.
NOW, THEREFORE, for and in consideration of the premise and mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. Xxxxxx hereby grants unto Thermwood, the right, privilege and option
to purchase from Xxxxxx said 209,000 shares of Common Stock of Thermwood owned
by Xxxxxx at a purchase price of Fifteen Dollars ($15.00) per share of said
common stock, exercisable at any time after January 1, 2002 and before January
1, 2004, as to any number of or all such shares.
2. In consideration of the right, privilege and option set forth in
Paragraph 1 hereof, Thermwood shall pay Xxxxxx the amount of Five Thousand
Dollars ($5,000.00) upon execution of this agreement.
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3. The right, privilege and option provided for in Paragraph 1 hereof
shall be exercised by written notice by Thermwood to Xxxxxx at the address of
Xxxxxx as herinbefore set forth, accompanied by a check in payment of the price
of the number of shares specified and paid for. Upon such exercise, Xxxxxx shall
cause the certificate or certificates representing the shares of Common Stock
purchased pursuant to said exercise to be duly endorsed over and delivered unto
Thermwood.
4. Xxxxxx represents and warrants that (a) he is the sole, true and
rightful owner of the shares of Common Stock presently registered in his name in
the corporate records of Thermwood, (b) said presently owned shares of Common
Stock are not and shall not be encumbered in any manner.
5. Upon the signing of this agreement, Xxxxxx shall cause any
certificate or certificates representing said shares of Common Stock subject to
this right, privilege and option to bear the legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS AND
CONDITIONS OF THAT CERTAIN AGREEMENT BY AND BETWEEN THE THERMWOOD
CORPORATION AND XXXXX XXXXXX DATED FEBRUARY 4th, 1999.
6. The number of shares subject to this right, privilege and option and
the option price for such shares shall be proportionally adjusted in the event
of any changes in said Common Stock of Thermwood by reason of any stock
dividend, split up, recapitalization, liquidation or the like.
7. Xxxxxx shall retain all rights as a shareholder with respect to said
shares of Common Stock available for purchase under the right, privilege and
option granted herein until payment of the prescribed option price and delivery
to Thermwood of such shares as herein provided.
8. This agreement shall be binding upon the heirs, executors,
administrators, assignors and successors of the parties hereto.
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9. This agreement shall be governed by and interpreted under the
substantive laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed on the date hereinabove set forth.
Attest: THERMWOOD CORPORATION
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Secretary Xxxxxxx X. Xxxxxxxx
President
Witness:
/s/ RS /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
