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Terms of Sale
Las Vegas Commercial Development Opportunity
Available Immediately
Offering
NRC Realty Advisors, LLC ("NRC") has been exclusively retained by Gold Rush Casino &
Hotel, LLC (the "Owner") to coordinate the marketing and sale of an approximately three acre
development property located adjacent to the famed Las Vegas Strip (the "Property").
The offering of the Property in this sealed bid sale is subject to these terms and conditions of sale
("Terms of Sale"). NRC and Owner reserve the right to amend, supplement or modify these
Terms of Sale, from time to time, without consent or notice to prospective bidders. In the event
the Terms of Sale conflict with a provision of the Purchase and Sale Agreement ("PSA"), the
provision of the PSA shall be controlling. BIDDERS ARE ADVISED TO CAREFULLY
REVIEW THE TERMS OF SALE; NON-COMPLIANCE MAY CAUSE A SEALED BID TO
BE DISQUALIFIED FROM CONSIDERATION.
Purchase and Sale Agreement and Required Bid Deposits
All bids for the Property must be made on the form PSA to be provided by NRC. The PSA is
required to be fully completed without any modification, and must be properly executed. Bids are
required to include an initial bid deposit (the "Initial Deposit") in the amount of $150,000 in
immediately available funds payable to NRC. Within two (2) business days after receiving
written notice from NRC of Owner's acceptance of its bid, the successful bidder (the "Successful
Bidder") is required to deposit sufficient additional funds (the "Additional Deposit", and together
with the Initial Deposit, the "Earnest Money Deposit") which, when added to the Initial Deposit,
equals 2% of the gross purchase price for the Property specified in its bid (the "Purchase Price").
After NRC has verified its receipt of the Additional Deposit, Owner will then execute the PSA,
and NRC will provide an original executed copy thereof to the Successful Bidder via overnight
delivery. The Earnest Money Deposit will be held by NRC and deposited in an interest-bearing
account for the benefit of the Owner. The Earnest Money Deposit will be credited to the Purchase
Price at the closing, and the interest thereon shall be the property of the Owner.
Effective Date
The effective date of the PSA (the "Effective Date") shall be the date upon which the Owner
executes the PSA with the Successful Bidder.
Pre-Bid Property Inspections
The Golden Palm hotel being operated at the Property is scheduled to cease doing business on
March 12, 2007, and the Property will not be available for interior inspection prior to the Bid
Deadline. BIDDERS MUST NOT CONTACT, APPROACH OR DISTURB EMPLOYEES AT
THE HOTEL. The Successful Bidder will have the opportunity to inspect the Property during the
Due Diligence Period (as defined below) with Owner's prior approval.
Due Diligence Period
The PSA provides for a 30-day period within which the Successful Bidder may arrange suitable
financing or conduct a feasibility analysis or such other analysis it deems necessary (the "Due
Diligence Period"). However, by executing the PSA, the Successful Bidder acknowledges and
agrees that all of the due diligence materials about the Property contained in this offering package
(the "Offering Package") are acceptable in all respects. If the Successful Bidder elects to
terminate the PSA within the Due Diligence Period, he shall forfeit 1% of the Purchase Price of
the Property. At the expiration of the Due Diligence Period, the Successful Bidder is required to
submit a final bid deposit (the "Final Deposit") which, when added to the Earnest Money
Deposit, equals 5% of the Purchase Price of the Property. Bidders shall have the ability to submit
a sealed bid with or without a contingency for a due diligence period. Owner has indicated a
preference to accept a non-contingent bid; however, Owner will consider all bids received by the
Bid Deadline and reserves the right to accept or reject any bid in its sole and absolute discretion.
Closing Date and Transfer of Possession
The Successful Bidder will be required to close escrow on a date that is on or before thirty (30)
days after the expiration of the Due Diligence Period.
Confidentiality
This Offering Package is a confidential and proprietary document. Any duplication or distribution
of the documents or any information contained herein without the express prior written consent of
NRC or Owner is strictly prohibited.
Broker Cooperation and Registration Procedure
A commission of 1% will be paid to a broker who properly registers with NRC as the cooperating
broker for a Successful Bidder who closes on the purchase of the Property. No commission shall
be paid to brokers or their affiliates, including family members or entities in which brokers or
their family members have an ownership interest, who participate, directly or indirectly, in the
purchase of the Property. Commissions will be paid at the closing of the sale. Brokers must
register their prospects with NRC using a cooperating broker registration form which is available
online at www.nrc.com/711. NRC must receive properly completed and executed broker
registration forms no later than three (3) days prior to the Bid Deadline. After receiving the
registration form, NRC will stamp the form to acknowledge receipt and will fax the registration
form with the stamped and dated acknowledgment of receipt to the broker. NO COMMISSION
WILL BE PAID TO ANY BROKER WHO HAS NOT RECEIVED NRC'S STAMPED
ACKNOWLEDGMENT.
Buyers Premium
Buyer shall pay, in addition to the Purchase Price, an amount equal to 1% of the Purchase Price of
the Property at closing (the "Buyers Premium").
Seller Financing Available
Seller is willing to finance the sale with a 30% cash down payment and balance by contract for
deed with monthly payments of principal and 7.5% per annum interest with principal balance due
in twelve (12) months from the date of closing. Such financing will be available at Seller's sole
discretion after review and approval of the Successful Bidder's financial information.
Offering Information Meeting
The Offering Information Meeting, to be held on March 16, 2007 at The Wynn Las Vegas, will
acquaint potential bidders with the Property and provide essential information for correctly and
effectively participating in the NRC sealed bid sale process. Reservations are required. Please
contact NRC to reserve your seat.
Disclaimer
Although the information in this Offering Package has been obtained from sources deemed
reliable, NRC and Owner, and their representatives, brokers and agents make no guaranty or
assurance as to the accuracy of any of the information contained herein, and the Property is being
offered without warranty of any kind, either express or implied.
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