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Terms of Sale
Northwest Indiana High Volume Truck Stop with Traffic Building Tenants & QSR Operation
Bid Deadline: August 22, 2007
The property included in this sale (the "Property") is subject to these Terms and Conditions of Sale ("T&C") and
the Purchase and Sale Agreement ("PSA"). Any amendments to the T&C will be made in writing. In the event of a
conflict between the T&C and the PSA, the provisions of the PSA shall be controlling.
Bid Deadline. All bids must be received by NRC Realty Advisors, LLC ("NRC") by August 22, 2007 at 3:00pm Central
Time (the "Bid Deadline"). All bids should be sent to:
NRC Realty Advisors, LLC
363 W. Erie Street, Suite 300E
Chicago, IL 60610
All Bids Must Be Conforming
In order for a bid to be conforming, it must be accompanied by (a) a certified or
cashier's check made payable to NRC in the amount of 2.5% of the Bid Price (the "Bid Deposit"); and (b) a fully executed PSA.
Seller Reserves The Right To Reject Any Bid Which Is Considered Non-Conforming
No alteration to the PSA is allowed. Changes may cause Seller to consider a bid to be non-conforming, in which case
the bid will not be evaluated and the Bid Deposit will be returned.
Confidentiality
All information contained in the property specific package (the "PSP") and the Bid Package is confidential
and is to be kept confidential by each person and entity receiving same. By ordering a PSP or Bid Package, bidders shall be
deemed to agree to abide by the terms and conditions of the Bid Package, including the confidentiality provisions of this
paragraph. However, such party may disclose information obtained from the PSP and the Bid Package, on a "need to know"
basis only, to the following persons and entities, provided that they first agree to keep information confidential: (a)
the employees, officers, and directors of such party or of such party's affiliates, (b) third parties being utilized to
perform investigations or analyze information, so as to advise bidders with respect to bidding upon the Property; or (c)
third parties providing bidders with financing for the purchase of the Property. The foregoing provisions of this paragraph
requiring confidentiality shall terminate as to a party only if and when such party itself consummates the closing of the Property
(the "Closing"). In the event that a bidder's bid is not selected, the bidder agrees to destroy or return to NRC all confidential
information received during the bid process.
Pre-Bid Property Inspections
The Property may be inspected during normal business hours. Bidders must not talk to store
employees, and the store managers and store employees have been instructed to refer all conversations and questions to NRC.
Bidders disregarding this requirement will be disqualified from bidding.
Buyer's Premium
Purchasers shall pay a Buyer's Premium equal to 1% of the Purchase Price at the Closing.
Environmental Matters
The following environmental information may be available in the PSP package for the Property,
including remediation reports for any sites in remediation: (a) Phase II reports or quarterly monitoring reports, (b)
the most recent tank and line tightness tests, (c) state environmental insurance fund information, and (d) copies of
tank registrations. The Purchaser is assuming any and all costs of environmental remediation, other than as expressed
in the environmental information provided.
Non-Conforming Or Rejected Bids
Bid Deposits relating to non-conforming or rejected bids will be returned via
certified mail or overnight courier approximately seven (7) business days after the Bid Deadline.
Evaluation And Award Of Bids
Seller will promptly review all bids received on or before the Bid Deadline.
Bids rejected as non-conforming will be returned without further evaluation. After consideration of all bids,
Seller, in its sole and absolute discretion, may select the successful bidders. Seller reserves the right to
review financial information concerning Purchaser, and information confirming Purchaser's ability to close the
sale prior to executing the PSA. Seller will attempt to accept or reject bids within seven (7) days after the
Bid Deadline.
Best and Final Bids
Seller has the option of soliciting a best and final offer ("BAFO") from the bidders. Bidders
will be notified of Seller's intent to solicit a BAFO for a Property by telephone, facsimile or mail, in which case
bidders will be given an opportunity to raise their bid. BAFOs will be incorporated by written amendment to the PSA.
Bidders may not lower BAFO bids below their original bid amount. If no BAFO is received, the original bid amount
will remain in full force and effect.
Non-Revocation Of Bids
Sealed bids will be deemed in full force and effect as of the Bid Deadline and will
remain in full force and effect for fifteen (15) business days thereafter. Bids may not be revoked or withdrawn
by the bidder during that time.
Effective Date of Award Of Bid
The effective date of the award of the bid (the "Effective Date") shall be the date
that Seller executes the PSA. Since time is of the essence, successful bidders will be notified of the award via facsimile,
if possible, with the executed PSA to be sent by overnight mail.
Additional Earnest Money Requirements
Within two (2) days after notification of acceptance of the bid, the successful
bidder must deposit sufficient additional funds ("Additional Earnest Money Deposit") which, when added to the Bid Deposit,
will equal ten percent (10%) of the successful bid price. The Additional Earnest Money Deposit shall be payable to NRC,
and shall be paid in the form of a certified or cashiers check properly drawn on a U.S. banking institution or by wire
transfer of immediately available funds. The Bid Deposit and the Additional Earnest Money Deposit shall collectively be
referred to hereinafter as the "Earnest Money Deposit". All Earnest Money Deposits delivered to NRC shall be held by NRC
in a separate trust account for the benefit of the parties to the transaction.
Seller Reservations. Seller reserves the right to decline any and all bids, postpone, extend or cancel any Bid Deadline,
and, in its sole discretion, to withdraw the Property from the sale at any time without notice. Seller further reserves the right,
in its sole and absolute discretion and without notifying any other bidder, or giving any other bidder a similar opportunity, or
re-offering the Property, to negotiate with any bidder the terms of the bid; to overlook minor inconsistencies or non-conformance
in any bid; to extend deadlines for the Property; and to accept a bid which Seller deems is in its best interest, whether or not
it is in the highest dollar amount. Seller may require verification of funds available to close on offers prior to acceptance of bids.
These T&C are subject to such modifications as may be required by the laws of the state in which the Property is located.
Close of Sale
The Closing shall take place at a location and on a business day selected by Seller on or before forty-five (45)
days subsequent to the Effective Date, time being of the essence. Seller will select the date of Closing (the "Closing Date"),
and Seller shall provide the successful bidder at least seven (7) days prior written notice of the proposed Closing Date.
Seller may elect to extend the Closing Date up to an additional forty-five (45) days, in its sole discretion. Seller and Purchaser
may agree to extend the Closing Date further if necessary to complete the sale. Delivery, possession and risk of loss of the
Property will be transferred to Purchaser at the Closing.
Inventory
Petroleum and merchandise inventory (the "Inventory") will also be purchased from Seller at the Closing. Seven (7)
days prior to the Closing Date, NRC shall provide Purchaser with the estimated value of the Inventory. Five (5) days prior to the
Closing Date, Purchaser shall wire transfer to NRC an amount equal to 110% of the estimated Inventory amount (the "Inventory Deposit").
Failure to fund the Inventory Deposit shall be considered a default hereunder. On the Closing Date, Seller and Purchaser will perform
an audit of the Inventory (the "Audit") using an outside audit firm designated by Seller. The cost of the Audit will be divided
equally between Buyer and Seller. On the Closing Date, a physical count of the Inventory will be performed. Petroleum will be
purchased at Seller's cost, plus delivery costs and all applicable taxes. The purchase price for merchandise will be at 70% of
retail price. Cigarettes, deli, fountain, fountains supplies and all other supplies shall be purchased at Seller's cost.
The Buyer must purchase ALL inventory items. Any inventory items featuring Seller's logo or branding will be removed prior to sale.
Branding And Store Imaging
The Property is being sold debranded, and Seller will remove all branding, imaging, decals and logos
on or prior to the Closing Date.
Free And Clear Of All Liens
The Property will be conveyed by special warranty deed, free and clear of all liens, except
for certain permitted exceptions described in the PSA. Title insurance coverage will be at Purchaser's sole expense.
Real estate taxes will be current as to the Closing Date. The Property will be conveyed "AS IS, WHERE IS, WITH ALL FAULTS,"
with no representations or warranties whatsoever, express or implied.
Licenses, Permits And Authorization
The successful bidder will be responsible for obtaining, at its sole expense, any
licenses, permits and authorizations (collectively, "Licenses") required to acquire, manage, develop and/or operate the
Property. Obtaining the Licenses will not be a condition to the successful bidder's obligation to close.
Amendments
Seller reserves the absolute right, in its sole discretion, to amend the T&C, the PSA and any other required
sale or closing documents.
Disclaimer
Seller and NRC, and their employees, agents, subsidiaries and affiliates, acknowledge that Seller may
not have complete knowledge of the physical or economic characteristics of the Property. Accordingly, except as
otherwise specifically stated in the PSA, Seller, NRC and their employees, agents, subsidiaries and affiliates,
hereby disclaim any warranty, guaranty or representation, express or implied, oral or written, past, present, or
future, of, as to, or concerning (a) the condition or state of repair of the Property, including, but not by way
of limitation, any condition arising in connection with the generation, use, transportation, storage, release, or
disposal of petroleum products, toxic or hazardous substances, on and under, above, upon, or in the vicinity of
the Property, such as water, soil and geology, and the suitability thereof and of the Property for any and all
activities and use which the purchaser may elect to conduct thereon; (b) the extent of any right-of-way, lease,
possession, lien, encumbrance, easements, license, reservation, or condition with respect to the Property; (c)
the compliance of the Property or its operation with any applicable laws, ordinances, or regulations of any
government or other body, including without limitation, compliance with any land use, Americans with Disabilities
Act, wetland, or zoning law or regulation, or applicable environmental or coastal laws, rules, ordinances and
regulations; (d) title to or the boundaries of the Property; and (e) the physical condition of the Property, including,
without limitation, the structural, mechanical and engineering characteristics of the improvements to the Property.
Except as stated above and as set forth in the PSA, the sale of the Property shall be on an "AS IS, WHERE IS, WITH
ALL FAULTS," basis, and Purchaser expressly agrees that Seller, NRC, and their employees, agents, subsidiaries and
affiliates, make no warranty or representation, express or implied, or arising by operation of law, including, but
not limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose, with
respect to the Property. Purchaser is buying the Property based on its own investigations, and, by accepting title
or transfer of interest to all or part of the Property, acknowledges that it has conducted such investigations as it
has deemed necessary or advisable and that Purchaser is not relying upon any representations of Seller or its agents
whatsoever. The materials and information concerning the Property contained herein, together with postcards, brochures,
the PSP or Bid Package, and any and all other information provided by Seller, NRC, their counsel and/or their employees,
agents, subsidiaries or affiliates, is based in part upon information and materials obtained from sources deemed reliable
without independent verification. Bidders must not base their bids upon information disseminated in the postcard,
brochure, PSP or Bid Package, including, without limitation, environmental studies, repair estimates, or other studies,
proforma and financial information that may be provided by Seller or NRC, but shall rely solely on their own inspection,
estimates and studies. No warranty or representation, express or implied, is made by either Seller, NRC or their
employees and agents, as to the accuracy or completeness of any or all such information.
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