EXHIBIT 10.15
[This Agreement now between Kingston Press, Inc., as assignee of Raven
Press, Inc., and Xxxxxx Xxxxxx.]
0PTI0N
IN CONSIDERATION of the sum of One Dollar and 00/100 ($1.00) and other
good and valuable consideration by RAVEN PRESS, INC., a Wisconsin
corporation, or its assigns, hereinafter together referred to as "Optionee",
receipt whereof is hereby acknowledged, XXXXXX XXXXXX hereby grants to said
Optionee an exclusive and irrevocable option to purchase the premises located
at X00 X00000 Xxxx Xxxxxx, in the Village of Sussex, Waukesha County,
Wisconsin, together with building and all improvements thereon (as shown on
the attached Exhibit "A"), for a sum equal to One Million Eight Hundred
Thousand Dollars ($1,800,000.00) for the land, the building and the
improvements on the approximately 3.71 acres of land shown on Exhibit "A",
plus any amount payable under the provisions of this Option and the Lease of
this date incorporated herein by reference.
A. This Option may be exercised by Optionee at any time during the
term of the Lease or any extension thereof. Optionee may exercise this option
by delivering to XXXXXX at 0000 Xxxxx 000xx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx
00000, written notice of the exercise of this Option or by mailing such notice
to XXXXXX by certified mail addressed as aforesaid at least sixty (60) days
before the date on which this Option shall expire.
B. Within twenty (20) days after receipt of notice of Optionee's
exercise of this Option, XXXXXX shall obtain and furnish to Optionee, at N63
X00000 Xxxx Xxxxxx, X.X. Xxx 000, Xxxxxx, XX 00000, an Owner's Policy of Title
Insurance in the amount of the full purchase price, naming Optionee as the
assured, as its interests may appear, written by a responsible title insurance
company licensed by the State of Wisconsin, which policy shall guarantee
XXXXXX'x title to be in the condition called for by this Agreement. A
commitment by such title company agreeing to issue such a title policy upon
the recording of the proper documents as agreed herein, shall be deemed
sufficient performance. if such commitment for title from such title company
does not show title in XXXXXX or if a physical inspection and survey indicates
a possible disputed boundary, encroachment or other adverse claim or a
shortage of area or of lineal distance on any boundary, then XXXXXX shall
promptly take such steps as shall be necessary to establish merchantable title
in XXXXXX and to satisfy Optionee's requirements with regard to the physical
inspection and survey.
C. If Optionee elects to exercise this Option then, provided title or
title satisfactory to Optionee has been established in XXXXXX, XXXXXX shall
transfer and convey to Optionee by good and sufficient Warranty Deed, the
premises described on Exhibit "A", free and clear of all liens and
encumbrances, except for recorded building restrictions and easements, liens
resulting from acts of the tenant or Optionee, and assessments and taxes not
then payable. Said Warranty Deed shall be delivered to Optionee or to
Optionee's duly authorized agent upon not more than ten (10) days written
notice by either party to the other at the address shown above for the party
receiving such notice. At the time of the delivery of said Warranty Deed,
Optionee shall pay to XXXXXX the purchase price above specified, plus the
following additions and less the following deductions:
I. Additions to purchase price:
(i) XXXXXX'x cost for the title insurance to be supplied by XXXXXX to
Optionee as provided in Paragraph B above.
(ii) If Optionee assumes XXXXXX'x mortgage obligation, any charge made
by XXXXXX'x mortgagee for Optionee to assume XXXXXX'x mortgage obligation on
the premises at closing.
(iii) Any prepayment penalty charged by XXXXXX'x mortgagee upon
satisfaction of any mortgage by XXXXXX on the premises at closing if said
mortgage is not assumed by Optionee.
(iv) An amount equal to the percentage of the base purchase price
(XXXXXX'x costs) by which the Consumer Price Index available for the month
preceding the date of exercise of Option exceeds the Consumer Price Index for
June 1, 1987. For purposes of this Option, "Consumer Price Index" means
Consumer Price Index National Series, United States City Average, published
monthly by the United States Department of Labor, Bureau of Labor Statistics,
for the base year 1982. It is agreed that the Consumer Price Index for May,
1989, was 123.8, which shall serve as the basic index figure for this Option.
Provided, however, that any increase in price under this subparagraph (iv)
shall not exceed five per cent (5%) in any one twelve-month period.
(v) The amount of any assessments on the premises paid by XXXXXX from
the date of this Option.
II. Deductions from purchase price:
(i) The amount of the balance then due on any XXXXXX mortgage on the
premises that is to be assumed by Optionee.
(ii) The amount of the security deposit under the Lease which the
Lessee has had credited to the purchase price and any security deposit
pursuant to a lease between Xxxxxx and Raven Press, Inc. of even date.
E. The provisions of the Option are intended to be specifically enforceable
and shall inure to the benefit of and shall bind Optionee and XXXXXX, their
heirs, designee personal representatives, successors or its assigns.
F. Incorporated herein by reference is a Lease dated July 14, 1989, between
XXXXXX XXXXXX, as Lessor, and RAVEN PRESS, INC., as Lessee, to the premises
described in Exhibit "A"; all references to leasehold terms refer to the terms
of such Lease.
IN WITNESS WHEREOF, the said parties, by their respective officers and
individuals, have subscribed this document on the day and year written below.
Signed at Milwaukee, Wisconsin, this 14th day of July, 1989.
XXXXXX XXXXXX
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
IN WITNESS WHEREOF, the said RAVEN PRESS, INC., has caused these
presents to be signed by Xxxxxx Xxxxx, its President, and countersigned by
[ ], its Secretary, at [ ], and its corporate seal to be hereunto
affixed, this [ ] day of July, A.D., 1989.
OPTIONEE, RAVEN PRESS, INC.
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, President
Attest: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, Secretary
