EXIBIT 10.15
ASSET PURCHASE AGREEMENT AND BILL OF SALE
by and between
GREYSTONE MANUFACTURING LLC (“Greystone”)
AND
YORKTOWN MANAGEMENT AND FINANCIAL SERVICES (“Yorktown”)
Dated as of FEBRUARY 29, 2016
ASSET PURCHASE AGREEMENT ANDBILL OF SALE
This Asset Purchase Agreement and Bill of Sale (this“Agreement”),datedasof February 29, 2016, (the“EffectiveDate”),isentered into by and between Greystone, an Oklahoma limited liability company (“Buyer”), and Yorktown, an Oklahoma limited liability company (“Seller”).
RECITALS
A. Seller owns those Assets set forth in Exhibit A attached hereto.(the“Assets”).
C.Subject to the terms and conditions set forth herein,Sellerdesire to sell to Buyer, and Buyer desires to purchase from Seller the Assets.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiencyofwhich are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE
Section 1.01 Seller shall sell all right, title and interest in and to the Assets free and clear of all Encumbrances, for the consideration specified Section 1.02.
Section 1.02 Purchase Price.The purchase price for the Assets is $1,137,875.00 (the“PurchasePrice”) payable by a Promissory Note from Buyer to Seller in the amount of $688,296.35 from Buyer and a cancellation of $449,568.65 in receivables owed to Buyer by Seller at Closing.
Section 1.03 Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Assets contemplated hereby shall take place in Tulsa, Oklahoma, on the date of this Agreement (the“ClosingDate”).
Section 1.04 Transactions.
(a) At the Closing, Buyer shall deliver to Seller the Purchase Price.
(b) At the Closing, Seller shall deliver to Buyer a signed Agreement and those Assets assetforth on Exhibit A.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants that the statements contained in Section 2.01 are true andcorrectas of the date hereof and that the other statements contained in this Article III are true and correct as of the date hereof.
Section 2.01 Representations and Warranties Regarding Seller. Seller has all necessary power and authority to enter into this Agreement and theotherTransaction Documents to whichitis a party, to carry out its obligations hereunder and there under and to consummate the transactionscontemplatedhereby and thereby.Seller is the record owner of and has goodandvalid title to the Assets, free and clear of all liens and encumbrances (other than restrictions arising under Law applicable toAsset).Uponconsummation ofthe transactions contemplated bythis Agreement,Buyershall own theAssets, free andclear. There areno Actions pending or, toSeller’sknowledge,threatened againstorbySellerthat challenges orcouldreasonably beexpectedto prohibit Seller fromexecutingand delivering this Agreement.
Section 2.02 Organization, Qualification and AuthorityofYorktown. Yorktownis alimited liabilitycompanydulyorganized, validly existingand ingood standingunder the LawsoftheState ofOklahoma.
ARTICLE Ill
COVENANTS
Section 3.01 Further Assurances.Following the Closing, each of the parties hereto shall,andshallcause their respectiveAffiliatesto,execute and deliver such additional documents, instruments,conveyances andassurancesand take such further actions as may bereasonablyrequired to carryoutthe provisions hereofand giveeffect to the transactions contemplated by thisAgreement.
ARTICLE IV
INDEMNIFICATION
Section 4.01 Indemnification By Seller. Subject to theothertermsandconditionsof thisAgreement,Seller shallindemnify Buyer against, and shall hold Buyer harmlessfromand against,anythird party claim to or anyotherimpairment preventing Buyer holdingfree andclear title totheAssets.
ARTICLE V
MISCELLANEOUS
Section 5.01 Expenses. All costsandexpenses, includingfeesand disbursementsof counsel,financial advisors and accountants,incurred inconnection with the negotiation, preparation andexecutionof this Agreement and the transactions contemplated hereby shall be paid by the partyincurringsuchcostsand expenses,whether ornot the Closingshallhaveoccurred.Inanydisputearising out of this Agreement,the prevailing party is entitled torecoveritscosts andexpenses,including feesanddisbursements of counsel,form the non-prevailing party.
Section5.02Headings. The headings in thisAgreement are forreferenceonly andshall not affect theinterpretation of this Agreement.
Section 5.03 Severability. If any termorprovision of thisAgreement isinvalid,illegalor unenforceableinany jurisdiction, such invalidity, illegalityorunenforceability shall not affect anyothertermorprovisionofthis Agreement or invalidate or render unenforceable such termorprovision in anyotherjurisdiction. Uponsuchdetermination that any term or other provisionisinvalid,illegal orunenforceable, the parties heretoshallnegotiate in good faith to modify thisAgreement soastoeffect theoriginalintentofthe partiesas closelyas possible in a mutuallyacceptablemanner inorder that thetransactions contemplated hereby be consummated asoriginallycontemplated tothe greatest extentpossible.
Section 5.04 Entire Agreement. This Agreement and the otherTransactionDocumentsconstitutethesoleand entireagreementof the parties to this Agreementwithrespect to thesubjectmatter contained herein and therein,andsupersede all priorandcontemporaneous representations, warranties, understandingsandagreements, both written andoral,with respectto such subjectmatter.
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Section 5.05 Successors and Assigns. This Agreement shall be binding upon and sha11 inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that Buyer may assign its rights and delegate its obligations hereunder to one or more Affiliates of Buyer without the prior written consent of Seller so long as such assignment does not delay the Closing. No assignment shall relieve the assigning party of any of its obligations hereunder.
Section 5.06 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Oklahoma without giving effect to any choice or conflict of Law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Oklahoma.
Section 5.07 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Law or in equity.
Section 5.08 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| “Buyer” | ||
| Greystone Manufacturing LLC, | ||
| an Oklahoma limited liability company | ||
| By: |  | |
| Name: | William W. Rahhal | |
| Title: | Chief Financial Officer | |
| “Seller” | ||
| Yorktown Management and Financial Services LLC | ||
| an Oklahoma limited liability company | ||
| By: | if_ | |
| Name: | Warren F. Kruger | |
| Title: | Manager/CEO | |
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EXHIBIT A
Asset Inventory
(Attached)
INSTALLMENT NOTE
(ASSET PURCHASE NOTE/ RESIN RECOVERY EQUIPMENT)
| $ 688,296.35 | February 29, 2016 |
| 1. | FOR VALUE RECEIVED, the undersigned, GREYSTONE MANUFACTURING, LLC (the“Maker”),1613 E. 15th Street, Tulsa, OK 74120, hereby promises to pay to the order of Yorktown Management and Financial Services, LLC and it’s assigns(the “Payee”),at Payee’soffice in Tulsa,Oklahoma, the principal sum of Six Hundred Eighty Eight Thousand Two Hundred Ninety Six and 35/100 Dollars ($688,296.35), together with interest at a rate of five percent (5%) per annum, compounded annually. |
| 2. | The Maker will pay monthly principal and interest payments of $ 20,628.86 per month for thirty six months with the final payment due on February 28,2019. |
| 3. | The Maker shall reimburse the Payee for any reasonable costs and attorneys’ fees incurred by the Payee in connection with the enforcement or preservation of any rights or remedies under this Note and any other documents executed in connection with this Note. |
| 4. | Maker waives presentment and demand for payment, protest, notice of protest and nonpayment and other notices,and agrees that his liability under this Note shall not be affected by any renewal or extension of time of payment hereof or by any indulgences, or by any release or change in security for the payment of this Note, and such parties hereby consent to any andallrenewals, extensions, indulgences, releases or changes. |
| 5. | This Note is an unsecured obligation of the Maker in favor of Payee. |
| 6. | Upon any default by Maker in the payment of the principal or interest hereunder,the holder hereof may,at the option of the holder, declare allamountsof principal and interest owed hereunder immediately due and payable. Interestshallaccrue from the date of any default on the amount in default at a rate of eight percent (8%) per annum, compounded monthly,not to exceed the highest lawful rate. |
| 7. | This Note and the indebtedness evidenced hereby shall be construed and enforced in accordance with and governed by the internal laws of the State of Oklahoma. |
| 8. | This Note and theindebtednessevidenced hereby shall be construed and enforced in accordance with and governed by theinternallaws of the State of Oklahoma, and the undersigned hereby irrevocably and unconditionally consents and submits to theexclusivejurisdiction of the courts of the State of Oklahoma located in Tulsa County, Oklahoma and the courts of the United States of America located in the Northern District of Oklahoma (collectively,the“Agreed Courts”) in any actions, suits or proceedings arising out of or in connection with this Note and further agree that service of any process,summons,notice or other document by U.S. registered mail to the Maker at the address set forth above (or at such other address as may be specifiedinwriting to Payee) shall be effective service of process for any action, suit or proceeding brought against Maker.Maker further hereby irrevocablyandunconditionally waives any objection to the laying of venue of any such action, suit or proceeding arisingoutof or connected with this Note in the Agreed Courts and hereby further irrevocably and unconditionally waive and agree not to plead or claim that any such action,suit or proceeding brought in any of the Agreed Courts has been brought in an inconvenient forum. |
| 9. | MAKER WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH MAKER AND PAYEE MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS NOTE. |
| 10. | THIS PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. |
_____________________________.Date:___________ _
William W. Rahhal, as CFO of Greytone Manufacturing, LLC
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Amortization Schedule to Installment Note datedFebruary29, 2016
CompoundPeriod:Monthly
NominalAnnual Rate: 5.000%
CASHFLOWDATA
| Event | Date | Amount | Number | Period | End Date | |||||||||||||||||
| I | Loan | 02/29/2016 | 688,296.35 | 1 | ||||||||||||||||||
| 2 | Payment | 03/31/2016 | 20,628.86 | 36 | Monthly | 02/28/2019 | ||||||||||||||||
AMORTIZATION SCHEDULE -NormalAmortization
| Date | Pa:rmeot | Interest | Principal | Balance | |||||||||||||||||
| Loan | 02/29/2016 | 688,296.35 | |||||||||||||||||||
| 1 | 03/31/2016 | 20,628.86 | 2,867.90 | 17,760.96 | 670,535.39 | ||||||||||||||||
| 2 | 04/30/2016 | 20,628.86 | 2,793.90 | 17,834.96 | 652,700.43 | ||||||||||||||||
| 3 | 05/31/2016 | 20,628.86 | 2,719.59 | 17,909.27 | 634,791.16 | ||||||||||||||||
| 4 | 06/30/2016 | 20,628.86 | 2,644.96 | 17,983.90 | 616,807.26 | ||||||||||||||||
| 5 | 07/31/2016 | 20,628.86 | 2,570.03 | 18,058.83 | 598,748.43 | ||||||||||||||||
| 6 | 08/31/2016 | 20,628.86 | 2,494.79 | 18,134.07 | 580,614.36 | ||||||||||||||||
| 7 | 09/30/2016 | 20,628.86 | 2,419.23 | 18,209.63 | 562,404.73 | ||||||||||||||||
| 8 | 10/31/2016 | 20,628.86 | 2,343.35 | 18,285.51 | 544,119.22 | ||||||||||||||||
| 9 | 11/30/2016 | 20,628.86 | 2,267.16 | 18,361.70 | 525,757.52 | ||||||||||||||||
| 10 | 12/31/2016 | 20,628.86 | 2,190.66 | 18,438.20 | 507,319.32 | ||||||||||||||||
| 2016 Totals | 206,288.60 | 25,311.57 | 180,977.03 | ||||||||||||||||||
| 11 | 01/31/2017 | 20,628.86 | 2,113.83 | 18,515.03 | 488,804.29 | ||||||||||||||||
| 12 | 02/28/2017 | 20,628.86 | 2,036.68 | 18,592.18 | 470,212.11 | ||||||||||||||||
| 13 | 03/31/2017 | 20,628.86 | 1,959.22 | 18,669.64 | 451,542.47 | ||||||||||||||||
| 14 | 04/30/2017 | 20,628.86 | 1,881.43 | 18,747.43 | 432,795.04 | ||||||||||||||||
| 15 | 05/31/2017 | 20,628.86 | 1,803.31 | 18,825.55 | 413,969.49 | ||||||||||||||||
| 16 | 06/30/2017 | 20,628.86 | 1,724.87 | 18,903.99 | 395,065.50 | ||||||||||||||||
| 17 | 07/31/2017 | 20,628.86 | l,646.11 | 18,982.75 | 376,082.75 | ||||||||||||||||
| 18 | 08/31/2017 | 20,628.86 | 1,567.01 | I 9,061.85 | 357,020.90 | ||||||||||||||||
| 19 | 09/30/2017 | 20,628.86 | 1,487.59 | 19,141.27 | 337,879.63 | ||||||||||||||||
| 20 | 10/31/2017 | 20,628.86 | 1,407.83 | 19,221.03 | 318,658.60 | ||||||||||||||||
| 21 | 11/30/2017 | 20,628.86 | 1,327.74 | 19,301.12 | 299,357.48 | ||||||||||||||||
| 22 | 12/31/2017 | 20,628.86 | 1,247.32 | 19,381.54 | 279,975.94 | ||||||||||||||||
| 2017 Totals | 247,546.32 | 20,202.94 | 227,343.38 | ||||||||||||||||||
| 23 | 01/31/2018 | 20,628.86 | 1,166.57 | 19,462.29 | 260,513.65 | ||||||||||||||||
| 24 | 02/28/2018 | 20,628.86 | 1,085.47 | 19,543.39 | 240,970.26 | ||||||||||||||||
| 25 | 03/31/2018 | 20,628.86 | 1,004.04 | 19,624.82 | 221,345.44 | ||||||||||||||||
| 26 | 04/30/2018 | 20,628.86 | 922.27 | 19,706.59 | 201,638.85 | ||||||||||||||||
| 27 | 05/31/2018 | 20,628.86 | 840.16 | 19,788.70 | 181,850.15 | ||||||||||||||||
| 28 | 06/30/2018 | 20,628.86 | 757.71 | 19,871.15 | 161,979.00 | ||||||||||||||||
| 29 | 07/31/2018 | 20,628.86 | 674.91 | 19,953.95 | 142,025.05 | ||||||||||||||||
| 30 | 08/31/2018 | 20,628.86 | 591.77 | 20,037.09 | 121,987.96 | ||||||||||||||||
| 31 | 09/30/2018 | 20,628.86 | 508.28 | 20,120.58 | 101,867.38 | ||||||||||||||||
| 32 | 10/31/2018 | 20,628.86 | 424.45 | 20,204.41 | 81,662.97 | ||||||||||||||||
| 33 | 11/30/2018 | 20,628.86 | 340.26 | 20,288.60 | 61,374.37 | ||||||||||||||||
| 34 | 12/31/2018 | 20,628.86 | 255.73 | 20,373.13 | 41,001.24 | ||||||||||||||||
| 2018 Totals | 247,546.32 | 8,571.62 | 238,974.70 | ||||||||||||||||||
| 35 | 01/31/2019 | 20,628.86 | 170.84 | 20,458.02 | 20,543.22 | ||||||||||||||||
| 36 | 02/28/2019 | 20,628.86 | 85.64 | 20,543.22 | 0.00 | ||||||||||||||||
| 2019 Totals | 41,257.72 | 256.48 | 41,001.24 | ||||||||||||||||||
| GrandTotals | 742,638.96 | 54,342.61 | 688,296.35 | ||||||||||||||||||
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