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July 8, 1997
Xx. Xxxxx Xxxx
President
Pike Industries, Inc.
00 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Re: Letter of Intent - Tilcon Site, 355 +/- acres at Exit 20, Tilton, NH
Dear Xxxxx:
This letter will summarize the terms and conditions that DM Management Company
would be in general agreement with in forming a formal proposal to enter into a
purchase and sale agreement for the acquisition of the above-referenced
property. This letter shall serve as a first draft of a Letter of Intent between
Xxxxx and Seller for purposes of reducing to writing the general points
necessary to arrive at an agreement before proceeding into the formal purchase
and sale agreement in a form acceptable to both parties and their respective
legal counsel.
SELLER: Pike Industries, Inc.
00 Xxxxxxx Xxxx
Xxxxxx, XX 00000
BUYER: DM Management Company
Xxx Xxxxxxxxxxx Xxx
Xxxxxxxx, XX 00000
PURCHASE PRICE: Three million, six hundred fifty thousand dollars
($3,650,000.00) payable by certified check or wire transfer
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at closing, subject to normal closing adjustments.
DEPOSIT: Ten thousand dollars
$10,000.00 deposit ("DEPOSIT") to be held in an escrow
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account by an escrow agent mutually satisfactory to both
parties, and an additional deposit of
TWO HUNDRED THOUSAND AND 00/100 ("DEPOSIT") upon execution
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of the final Purchase and Sale Agreement.
The deposit(s), plus accrued interest, will be applied to
the purchase
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price at closing unless Buyer becomes in default as defined
in the Purchase and Sale Agreement.
PURCHASE AND
SALE AGREEMENT: To be negotiated by both parties within 14 days from the
acceptance of this Letter of Intent by both Xxxxxx and
Sellers.
REVIEW PERIOD: Commencing upon the execution by both parties of the
Purchase and Sale Agreement, there will be a 30 day period
for due diligence (the "REVIEW PERIOD"). During the review
period, Buyer, and its agents, shall examine the property
(hazardous waste and any restoration requirements that may
be necessary to insure that the site will be in compliance
with all state and local laws/ordinances concerning the
same).
DOCUMENTS: Seller will furnish to Buyer (subject to availability) the
following documents:
1. Copies of any environmental reports (Level I) and any
additional reports that have been prepared on the
property at the time of acquisition by Pike Industries,
Inc.
2. Copies of any applicable approvals pertaining to the
subject premises.
3. Copies of any surveys or plans of the subject premises,
including certification that the wetland studies have
been reviewed to ascertain that they are accurate for
use as high intensity studies for submission of site
plans to the Town of Tilton and the New Hampshire State
Wetlands Bureau and other DES departments.
4. Title abstract, if available.
5. A new legal description based on the survey of the land
by Xxxxxx Surveying Consultants, as shown on
preliminary plans of land prepared for Pike Industries,
Inc. dated March 31, 1997 and shown on six (6) separate
sheets.
UTILITIES: The Buyer would require that the site be served by public
water and sewer in lines sufficient in size to accommodate
the development of the 355 +/- acres and that said lines be
extended to the lower driveway proposed by the Buyer on
concept plans to be refined and submitted. Xxxxx
acknowledges that the water system is under the control of a
private owner who is subject to regulation by the Public
Utilities Commission and New Hampshire Department of
Environmental
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Services, Water Supply Division and, therefore, acknowledges
that the Seller has no control over the water supply itself.
SITE PREPARATION: The Buyer would request that the Seller prepare the site in
accordance to a grading plan to be submitted by the Buyer
through its consultants, Sasaki Associates. In general, the
building elevation shall be at 493 ft. and the exterior
elevations around the building, including the loop roadway,
shall be at approximately 490 ft. Said grading plan to be
mutually acceptable to both parties and to be submitted
prior to execution of a purchase and sale agreement.
RIGHT OF WAY: Right of way along Route 132 has to be expanded by 20 feet
over and above the existing 50 ft. ROW. If the existing land
owned by XxXxxx Xxxxxx at Tax Map R23-0004 and R23-0004-0001
has not been exchanged with land of the Seller, adjacent to
R23-0001 (0 Xxxxxxx Xxxx), prior to execution of the
purchase and sale agreement, this provision will need to be
addressed. Xxxxx and Xxxxxx will agree to work out said
arrangements as part of the purchase and sale agreement and
the subdivision and site plan process necessary to complete
this transaction.
OTHER: The Buyer must be able to take title to the land of XxXxxx
Xxxxxx outlined above and to other land along Route 132
owned by XxXxxx, Xxxxxx and Xxxxxxxx; said parcels currently
under option to the Buyer or Buyer=s agent. Furthermore,
Buyer acknowledges that the Seller is also obligated to
convey approximately 18 acres of land in the southeast
corner (immediately adjacent to Exit 20 northbound ramps) to
The State of New Hampshire Department of Transportation for
future improvements to said ramp.
CLOSING DATE: On or before September 30, 1997
CLOSING PLACE: Attorney's office for Buyer or Seller, Xxxxxxx County
Registry of Deeds or Financing Institution as mutually
determined by the parties.
CONDITIONS
OF CLOSING: Subject property must have good, clear record and marketable
title, in addition to any other conditions outlined as a
condition of closing as determined in a final purchase and
sale agreement.
REAL ESTATE
BROKER: Buyer shall be responsible for the payment of a brokerage
commission to Xx. Xxxx Xxxxx as agent for the Buyer. Xxxxx
and Seller acknowledge that they have not dealt with any
other broker (In its dealings with the Seller) regarding
this transaction.
EXCLUSIVITY: From the date of the execution of this Letter of Intent, the
Seller will remove the property from the marketplace and not
enter any
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negotiations prior to signing a Purchase and Sale Agreement
with the Buyer. This provision shall expire within 14 days
from the execution of this letter, unless extended by mutual
agreement. The purpose of this Letter of Intent is to serve as
an interim agreement of terms and conditions until a Purchase
and Sale Agreement can be executed, time being of the essence.
Prepared and Submitted by Xxxx X. Xxxxx, Xx. of XxXxxxx Xxxxxxxxx.
Respectfully Submitted By:
/s/ Xxxx X. Xxxxx, Xx.
Xxxx X. Xxxxx, Xx.
Realtor
AGREED TO AND ACCEPTED BY:
SELLER: BUYER:
PIKE INDUSTRIES, INC. DM MANAGEMENT
By /s/ Xxxx Xxxxxxxx By /s/ Xxx Xxxxxxxx
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Xxxx Xxxxxxxx, Vice President Xxx Xxxxxxxx, Executive Vice President
Date July 17, 1997 Date 7/16/97
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