Exhibit 10.1
AMERICAN PALLET LEASING, INC.
950 N. MILWAUKEE AVE, SUITE 328
GLENVIEW, ILLINOIS 60025
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Phone (847) 390-7999 FLORIDA: 2131 68TH AVE
SO; ST PETERSBURG FL 33712 PHONE:
(727) 867-7628 FAX: (727) 867-3658
Fax (847) 390-6604
cellular: (727) 510-7672
Email: jfcrig@aol.com
November 28, 2005
L&L Lumber Products, Inc.
1000 West 7th Street
North Bend, NE 68649
Attn: Richard Limbach
Nancy Limbach
Re: Purchase of
L&L Lumber Products, Inc. (the "Company")
Dear Mr. & Mrs. Limbach:
This letter
confirms our understanding of the mutual present
intentions of American Pallet Leasing,
Inc. or its affiliate
(the "Purchaser")
and Richard and Nancy Limbach (the "Sellers") with respect to the principal
terms and conditions under which the Purchaser will
acquire from Sellers their
interest in the following identified real and personal
property (the
"Company"
or the "Property").
REAL ESTATE
Lots 2, 3,
4, and 5, Flamme's
Addition to the City
of North Bend,
Dodge
County,
Nebraska.
And,
Lots 1, 2,
3, 6, 7, and 8 in Block 69 of the Original Town, now City of
North
Bend, Dodge County,
Nebraska and that portion of the alley in Block
69 of the
Original Town abutting
Lots 1, 2, 3, 6, 7, and 8 of said Block;
that
portion of Fourth
Street abutting Lots
6, 7, and 8 of said Block 69
on the
South and West half of Mulberry Street from the intersecting
South
boundary
line of Fifth Street
on the North extending
South to the South
city
limits boundary line in Fourth Street. Property will be taken
subject
to rights
of ingress and egress,
reservations for
utility lines of every
nature,
and encroachment of record (the "Demised Property").
PERSONAL PROPERTY(1)
A. All
Equipment and Rolling Stock as specifically described on the
attached
Exhibit A (the "Demised Assets").
B.
With the exception of cash or cash equivalent on deposit in any
institution and accounts receivable, all assets of the Company.
Purchaser
shall also
purchase by separate
agreement the inventory of logs, lumber,
bark,
sawdust, wood chips, and pre-built product on purchase date at a
cost plus
freight basis.
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(1) Equipment, leasehold improvements and trade fixtures will be in working
order and/or essentially the same condition
as there were at the time of initial
inspection, ordinary wear and tear excepted.
All property being
sold hereunder
shall be free and clear of any liens or
encumbrances.
<PAGE>
L&L Lumber
November 28, 2005
Page 2 of 5
C. All
copyrights and patents, customer deposits, customer lists, vendor
lists and
catalogs, trade
fixtures and
equipment,
fictitious
business
name,
trade name(s) and logo(s), sign(s), leasehold improvements,
goodwill,
telephone number(s), distributor rights, and all
transferable
licenses
and permits.
Such transaction is hereinafter
referred to as the
"Acquisition."
The Sellers
and the Purchaser may hereafter be referred to
individually
as a "Party" or
collectively as the "Parties."
The Parties
acknowledge
that this letter does not contain all
matters upon which an agreement must be
reached in order for the Acquisition to
be consummated. Further, among other conditions
specified herein or
otherwise
agreed to by the Parties, the obligations of the Parties to consummate the
Acquisition are subject to the negotiation and execution of a definitive
agreement relating to the Acquisition (the "Acquisition Agreement"), the
completion of satisfactory due diligence by
the Parties, securing
the necessary
approvals from each Party's board of
directors or shareholders, as appropriate,
and the Purchaser's providing Sellers with a
commitment letter from Purchaser's
bank or lending institution, within fourteen (14) days of the signing
of this
Letter of Intent by Sellers, which commitment letter shall be in a form and
contain such terms consistent with a
transaction of this size and nature. In the
event such commitment letter is not submitted to the sellers by 5:00 p.m.
Central Standard Time on the 14th day after the signing of this Letter of
Intent, then this Letter of Intent shall be null and void and of no
force or
effect whatsoever. For purposes of counting
the 14 days,
the first day
shall
begin on the day after the signing of this
Letter of Intent.
Within ten (10)
business days after the 14-day period's expiration,
Purchaser shall submit to Sellers a proposed Acquisition Agreement. Such
Acquisition Agreement shall be of a form and contain
such terms as appropriate
for a transaction of a nature and size contemplated herein and shall be
reasonably satisfactory to the Purchaser's lender. In the event that such
Acquisition Agreement is not submitted by
5:00 p.m. Central Standard Time on the
10th business day as provided herein, then this Letter of Intent shall
be null
and void and of no force or effect
whatsoever.
For purposes of
counting the 10
business days, the first day shall begin on the day after the signing
of this
Letter of Intent. A business day shall not
include Saturdays,
Sundays, or any
day that the banks in either Illinois or Nebraska are closed or required to be
closed by operation of law or custom.
Upon receipt of the
proposed Acquisition Agreement, the parties
shall forthwith negotiate in good faith to reach
an agreement to its terms that
an Acquisition Agreement is signed as soon as practicable, both parties
understanding and agreement that time is of
the essence.
1.
PURCHASE AND SALE. At the closing of the transaction contemplated
hereby (the "Closing"), subject to the satisfaction of all
conditions precedent
contained in the Acquisition Agreement, the Purchaser, or a subsidiary or
designated affiliated party of the
Purchaser, will
acquire 100% of the Sellers'
interest in the Demis
