To submit this form, please click 'Email LOI' button at bottom of form or print
it and fax it to Duane Comprosky at 407.540.2044
Checker O’Reilly
Date:
9/8/2010
GE Capital Solutions, Franchise Finance
450 South Orange Avenue
Orlando, FL 32801-3335
RE: Checker O’Reilly - Laramie, WY (the "Property")
1059 N 3rd St
Laramie, WY 82072
Please accept this offer to purchase the above referenced Property. This letter
expresses Purchaser's interest in purchasing the Property under the following
terms and conditions:
Offer Price
based on annual rent of
In the event Seller is selling the Property off of future rent, upon a
successful closing, Seller shall provide Purchaser a credit for the remaining
pro-rata difference between the current annual rent and the annual rent payable
under the next rent increase
Earnest Money
$50,000 deposit due within forty-eight (48) hours of the Effective Date of the Contract for Sale and Purchase ("Contract"). The Earnest Money Deposit shall be paid to LandAmerica Commercial Services, 450 South Orange Avenue, Orlando, Florida 32801("Escrow Agent") which shall become non-refundable at the expiration of the Inspection Period barring any other listed contingencies. The Earnest Money shall be applied to the Purchase Price and any other sums due and owing from Purchaser to Seller at closing.
Inspection Period
21
days from the Effective Date of the Contract, which shall mean the date on
which the latter of the parties executes a Contract for Sale and Purchase.
Within five (5) days after the Effective Date, Seller will forward the following
Due Diligence Documents with respect to the Property and to the extent available
and not prohibited by law: (1) Phase I or other environmental reports, (2)
survey, (3) existing Lease and any amendments thereto, (4) Seller's owner's
policy of title insurance for the Property or "marked up" title commitment if
such policy has not yet been issued, (5) any existing engineering reports, (6)
Tenant's franchise agreement if applicable, (7) Warranty Deed (8) Tenant's
financials currently available on file with Seller.
Financing Period
Purchaser shall use commercially reasonable efforts to obtain, at
Purchaser's expense, and the Contract shall be contingent upon Purchaser's
ability to secure and obtain a new first mortgage loan in the amount of
on terms which are acceptable to Purchaser. Purchaser shall submit a written
application to obtain a financing commitment from a bona fide lender within
fifteen (15) days after the Effective Date and shall have received a final loan
commitment within 45 days after the expiration of the Effective Date and shall
authorize lender to confirm in writing to Seller that lender has received said
application and provided said commitment The financing contingency described in
this Paragraph shall be deemed to be waived by Purchaser if Purchaser either:
(i) fails to apply for a loan and obtain a financing commitment within the time
specified above; or (ii) fails to notify Seller in writing that Purchaser has
been unable to finalize the new first mortgage loan processing and obtain a new
first mortgage loan during the Financing Period. If Purchaser is unable to
secure and obtain a new first mortgage loan as stated above in this Paragraph
and chooses to terminate this Contract, Purchaser shall provide Seller written
notice of such inability to obtain a new first mortgage within the Financing
Period, and shall be entitled to a full refund of the Earnest Money Deposit,
less a $500 administrative fee. Purchaser has the right to waive the financing
contingency at any time by giving written notice to Seller.
OR
All Cash
Closing Date
5 days after expiration of the Inspection Period or Financing Period.
Closing Costs
Seller shall pay an amount not to exceed $ to be applied toward the following total Closing Costs: transfer fees, taxes and related costs, title insurance premiums and related costs, Closing/Escrow Agent fees, and the cost to record the deed and any instruments necessary to correct title. The Purchaser shall pay all other costs associated with closing the transaction. Purchaser and Seller shall each bear its own attorneys expenses.
Property Condition
Property is being sold 'AS IS' with Seller making no representations or warranties concerning the Property.
Execution of Binding Contract
Seller shall provide a draft Contract to Purchaser within five (5) days of
acceptance of this Letter of Intent that incorporates the terms and conditions
described herein. If the parties have been unable to negotiate a mutually
acceptable definitive Contract within ten (10) business days after the
acceptance of this Letter of Intent, Seller may accept offers to purchase the
Property from other parties.
Contract Within 10 Days
Within ten (10) days of the Effective Date of this Letter of Intent, Purchaser and Seller shall enter into a binding Contract for Purchase and Sale (the "Contract"). Failure to reach an agreement will allow the Seller to consider this agreement void and accept offers from other parties.
First Right of Refusal
Not Applicable.
Broker Commission
Seller acknowledges that no broker or finder has been employed by Seller
with respect to the sale of the Property. Purchaser has not dealt with any
broker, agent, finder or other intermediary in connection with the transaction
contemplated by this Contract.
OR
Seller acknowledges that no broker or finder has been employed by Seller
with respect to the sale of the Property. Purchaser has not dealt with any
broker, agent, finder or other intermediary in connection with the transaction
contemplated by this Contract, other than
with
("Purchaser's Broker"). Purchaser's Broker is acting as Purchaser's agent in
connection with the sourcing and closing of such transaction. Purchaser
acknowledges and understands that Purchaser's Broker has no authority whatsoever
to act on behalf of Seller, to make representations on behalf of Seller, or
otherwise to represent Seller in any capacity. Purchaser agrees to pay all
commissions, finder's fees, or other compensation due to Purchaser's Broker,
except for those fees being paid by Seller, as stated in the following sentence.
As additional consideration to Purchaser, Seller, in accordance with a separate
agreement between Seller and Purchaser's Broker, will pay a commission to
Purchaser's Broker (the 'Commission') in connection with this transaction, in
the amount of two percent (2%) of the Purchase Price. Seller further advises
Purchaser that such Commission may be treated as part of Seller's general
business expenses, and, along with other types of expenses, may be taken into
account by Seller from time to time in establishing fees, pricing, or other
terms and conditions of the transaction. Through its normal marketing and
business development activities, Seller encourages brokers (acting as agents for
purchasers) to bring potential transactions to Seller for evaluation. In doing
so, Seller may provide brokers with business entertainment, trips, merchandise
or other incentives or benefits ('Broker Incentives'). Such Broker Incentives
may be treated as part of Seller's general business expenses along with other
types of expenses. If you are concerned that Purchaser's Broker has received
Broker Incentives from Seller, you are encouraged to discuss this with
Purchaser's Broker.
1031 Exchange
Purchaser is completing an IRS 1031 Tax Deferred Exchange, to which the
Seller agrees to cooperate providing there is no cost or expense to Seller.
Purchaser has
in an exchange account from a transaction which closed escrow on
. Purchaser will provide Seller, upon request, proof of such funds.
Purchaser is not completing an IRS 1031 Tax Deferred Exchange.
Confidentiality
Purchaser hereby covenants with Seller that Purchaser and Purchaser's agents and representatives shall keep confidential any information provided by Seller or Seller's agents relating to the Property and shall not, without the prior written consent of Seller (which consent may be withheld in Seller's sole and absolute discretion), disclose to any other person (other than Purchaser's accountants and attorneys and prospective lenders who have a need to know and who Seller has directed to treat the information as confidential) or entity by any means whatsoever: (i) any information pertaining to the Documents; (ii) any information pertaining to the Contract; or (iii) any information or documentation (written or oral) provided by Seller or Seller's agents and representatives concerning Seller, Seller’s business, Tenant, Tenant’s business or the Property (collectively, the 'Confidential Information'). Purchaser agrees to inform those persons to whom it divulges any such information of the confidential nature of the information they receive and to direct such parties to treat the confidential information in accordance with the terms of this Letter of Intent. Purchaser covenants to use the Confidential Information solely for the purpose of evaluating a purchase of the Property. Notwithstanding anything to the contrary stated herein, Purchaser’s obligation of confidentiality shall be binding and shall terminate on the earlier of (a) three (3) years from the date hereof, and (b) the closing of the proposed transaction.
Additional Comments
Please note that this Letter of Intent will be withdrawn if Purchaser has not
received your acknowledgment by at 5:00 p.m. EST.
THIS LETTER IS A NON-BINDING LETTER OF INTENT AND SELLER EMPHASIZES THAT THIS LETTER OF INTENT DOES NOT CONSTITUTE A COMMITMENT OR, NOR SHALL IT BE DEEMED TO OBLIGATE, SELLER OR ANY OF SELLER'S AFFILIATES IN ANY MANNER WHATSOEVER. NO BINDING AGREEMENT RIGHTS OR OBLIGATIONS SHALL ARISE AS THE RESULT OF EXECUTING THIS LETTER OF INTENT OR WITH RESPECT TO THE PROPOSED TRANSACTIONS, UNLESS AND UNTIL SELLER AND PURCHASER HAVE BOTH EXECUTED A DEFINITIVE CONTRACT TO PURCHASE. SELLER AND PURCHASER, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS LETTER OF INTENT AND ANY TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.
If the foregoing accurately reflects our discussions, please acknowledge same by returning a signed copy of this letter.
Sincerely,
| Agreed
and Accepted: Purchaser |
Seller: GE Capital Franchise Finance Corporation, its affiliates, successors or assigns ("Seller")
|
| By: |
_____________________ |
By: |
_____________________ |
| Printed: |
_____________________ |
Printed: |
_____________________ |
| Title: |
_____________________ |
Title: |
Authorized Representative |
| Dated: |
_____________________ |
Dated: |
_____________________ |
| Purchaser's Initials: ______________ |
Seller's Initials: _________________ |