exv10w2



 







EXHIBIT 10.2




AGREEMENT FOR PURCHASE OF

REAL ESTATE AND RELATED PROPERTY




     THIS AGREEMENT FOR PURCHASE OF REAL ESTATE AND RELATED PROPERTY (this “Agreement”) is made and
entered into as of the 14th day of July, 2006, by and between JOHN B. SANFILIPPO & SON, INC., a
Delaware corporation (“Seller”), and ARTHUR/BUSSE LIMITED PARTNERSHIP, an Illinois limited
partnership (“Purchaser”).



RECITALS:




     A. Seller is the owner of fee simple title to the Premises (as such term is hereinafter
defined), and Seller is also the owner of all the other Property (as such term is hereinafter
defined).



     B. Seller desires to sell the Property to Purchaser, and Purchaser desires to purchase the
Property from Seller, each upon and subject to the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of and in reliance upon the above Recitals, which are
incorporated herein, the terms, covenants and conditions contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser agree as follows:



1. PURCHASE AND SALE OF PROPERTY




          Subject to the terms and conditions of this Agreement, Seller shall sell, convey and assign to
Purchaser and Purchaser shall purchase all right, title and interest of Seller in the following
described property (all of which is hereinafter collectively referred to as the “Property”):



          (a) that certain tract of real estate improved with a portion of a one-story industrial building (the “Building”), located at 2299 Busse
Road, Elk Grove Village, Cook County, Illinois which real estate is more particularly described on
Exhibit A attached hereto, together with all and singular easements, covenants,
agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or
hereafter belonging or appertaining thereto (collectively, the “Land”). A portion of the Building
is located on the Land and the remaining portion of the Building is located on adjacent and
contiguous tract of real estate more particularly described on Exhibit B attached hereto
(the “Adjacent Property”) and owned by Chicago Title Land Trust Company, not personally, but as
successor Trustee (“Trustee”) under Trust Agreement dated February 7, 1979 and known as Trust
Number 100628 (the “Trust”), of which the Purchaser is the sole beneficiary, and the Property to be
transferred hereunder shall include all of Seller’s right, title and



 









 







interest in the Building and
fixtures (but specifically excluding trade fixtures), whether located on the Land or the Adjacent
Property; and



          (b) all right, title and interest of Seller (whether now or hereinafter existing) in and to
any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed)
within, in front of, behind or otherwise adjoining the Land or any of it, and all right, title and
interest of Seller (whether now or hereafter existing) in and to any award made or to be made as a
result or in lieu of condemnation, and in and to any award for damage to the Property or any part
thereof by reason of casualty (all of the foregoing being included within the term “Land”); and



          (c) all of the buildings, structures, fixtures (to the extent the same do not constitute real
property), facilities, installations and other improvements of every kind and description now or
hereafter in, on, over and under the Land, including, without limitation, any and all plumbing, air
conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots
and facilities, landscaping, roadways, sidewalks, security devices, signs and light fixtures
(collectively, the “Improvements”) (the Land and Improvements being collectively referred to as the
“Premises”); and



          (d) the carpeting and window treatments and other similar tangible personal property situated
in, on, over and under the Premises or used in connection therewith, owned by Seller or in which
Seller otherwise has an interest, listed on Exhibit C attached hereto, together with all
replacements and substitutions therefor (collectively the “Personal Property”).



     2. PURCHASE PRICE



     The total consideration to be paid by Purchaser to Seller for the Property (the “Purchase
Price”) is Two Million and No/100 Dollars ($2,000,000.00), which shall be paid to Seller on the
Closing Date (as hereinafter defined).



     3. OPERATION OF PROPERTY THROUGH CLOSING



     From the date of this Agreement through and including the first to occur of (i) the
termination of this Agreement or (ii) the Closing Date:



          (a) Except as otherwise provided in this Section 3, Seller shall operate the Property
in accordance with its previous practice and custom, and the Property shall be at closing in its
present condition, reasonable wear an tear excepted;



          (b) Without the prior written consent of Purchaser, Seller shall not sell, mortgage, pledge,
hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest
therein, except that Seller may dispose of fixtures, equipment and tangible personal property,
which Seller determines to be worn out, in need of repair or obsolete and which Seller replaces
with items of substantially similar utility, nor shall Seller (i) create or consent to the
imposition of any lien, lease or tenancy, encumbrance, easement, reservation, limitation, covenant,
condition or restriction upon the Property (other than in the ordinary course of business) or (ii)
initiate, consent to, approve or otherwise take any action with respect to zoning or any other
governmental rules or



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regulations presently applicable to all or any part of the Property, other
than such action as made for the purpose of maintaining the Property in compliance with such rules
and regulations as are applicable to all or any part of the Property.



     4. STATUS OF TITLE TO PROPERTY



          (a) State of Title. At Closing, Seller shall convey to Purchaser the entire fee
simple estate in and to the Premises by a recordable special warranty deed, subject only to: (i)
easements, covenants, restrictions, agreements, encumbrances and liens listed in Exhibit D
attached hereto; (ii) the lien of general real estate taxes which are not yet due or payable, (iii)
any party wall agreements, (iv) any matters that would be disclosed by a current survey of the
Property, (v) that certain Industrial Building Lease Agreement dated June 1, 1985, by and between
Trustee, as landlord, and Seller, as tenant, as amended by that certain First Amendment to
Industrial Building Lease dated September 29, 1992, that certain Second Amendment to Industrial
Building Lease dated March 3, 1995, that certain Third Amendment to Industrial Building Lease
effectively dated January 1, 1998, and that certain Fourth Amendment to Industrial Building Lease
dated as of April 24, 2006 (as so amended, the “Industrial Building Lease”) and as further amended
by the Fifth Lease Amendment (as hereinafter defined), and (vi) any title exceptions arising by
reason of acts of the Purchaser or the Trust (the above enumerated exceptions are collectively
referred to as the “Permitted Exceptions”).




     5. CLOSING.



          (a) Closing Date. The “Closing” of the transaction contemplated by this Agreement
(that is, the transfer of title to the Property, and the satisfaction of all other terms and
conditions of this Agreement) shall occur at the Chicago loop offices of Chicago Title (or at such
other location as agreed upon by the parties) on the date that Purchaser is to close the sale of
the Property and the Adjacent Property to an unrelated third party (the “Third Party Purchaser”).
The Closing shall occur immediately prior to or simultaneously with the closing of the sale by
Purchaser of the Adjacent Property to a Third Party Purchaser as contemplated under Article 12.




          (b) Closing Documents.




               (i) Seller. On the Closing Date, Seller shall deliver or cause to be delivered to
Purchaser the following:



                    (1) a special warranty deed, subject only to the Permitted Exceptions, in a form reasonably
satisfactory to the Third Party Purchaser;



                    (2) Seller’s counterparts to a bill of sale to the (the “Bill of Sale”) in the form attached
hereto as Exhibit E;



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                    (3) a certification as to the Seller’s non-foreign status which complies with the provisions
of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended;



                    (4) that certain Fifth Amendment to Industrial Building Lease in the form attached hereto as
Exhibit F (the “Fifth Lease Amendment”) whereby the Industrial Building Lease will either
be amended to add the Property to the other property leased to Seller under the Original Lease or
terminated pursuant to the terms of the Fifth Lease Amendment;



                    (5) that certain Ground Lease Termination Agreement (the “Ground Lease Termination Agreement”)
in the form attached hereto as Exhibit G.



                    (6) all keys for the Property which are in Seller’s possession (which may be delivered to
Purchaser at the Property);



                    (7) properly completed transfer tax forms;



                    (8) a counterpart to the closing statement between Seller and Purchaser (the “Closing
Statement”); and



                    (9) all other documents reasonably required by Purchaser or Third Party Purchaser in order to
perfect the conveyance, transfer and assignment of the Property to Purchaser (or to Third Party
Purchaser), and to complete the transactions contemplated hereunder.



               (ii) Purchaser. Purchaser, or its nominee or assignee, shall deliver or cause to be
delivered to Seller at Closing: (a) the Purchase Price, (b) Purchaser’s counterparts to the Bill of
Sale, (c) lessor’s counterparts to the Fifth Lease Amendment, (d) lessor’s counterparts to the
Ground Lease Termination Agreement, (e) Purchaser’s counterparts to the Closing Statement; and (f)
all other documents reasonably required by Seller in order to complete the transactions
contemplated hereunder.



          (c) Real Estate Taxes. Real Estate Taxes. Seller shall remain fully responsible for
the payment of all real estate taxes (including the payment in full of any special assessments
confirmed prior to closing) relating to the Property which have accrued prior to closing. Seller
shall pay such taxes prior to their due date. Pursuant to the Industrial Building Lease, which
the Property will be subject to upon the execution at closing of the Fifth Amendment, Seller hereby
acknowledges its obligation to pay when due all real estate taxes and assessments related to the
Property which have accrued from and after the Closing in accordance with the terms of the
Industrial Building Lease (Seller’s responsibility for accrued real estate taxes under the
Industrial Building Lease shall include taxes associated with the portion of the Building located
on the Adjacent Property).




          (d) Closing Costs. Purchaser shall be responsible for and shall pay the cost of the
State of Illinois, County of Cook, and Elk Grove Village transfer taxes

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applicable to the
conveyance of the deed of the Property and the cost of recording the deed. Notwithstanding
anything to the contrary contained herein, Seller and Purchaser shall each be responsible for the
fees and costs of their respective attorneys.




          (e) Possession. Upon Closing, Seller shall deliver to Purchaser full and complete
possession of the Property, subject only to Seller’s continued rights to possession under the Fifth
Amendment to the Industrial Building Lease or any replacement lease for the Property entered into
by Seller with the Third Party Purchaser.




     6. CASUALTY LOSS AND CONDEMNATION



          (a) Damage.




               (i) Seller. Risk of loss up to and including the Closing Date shall be borne by
Seller. In the event of any material damage to or destruction of the Property or any portion
thereof prior to Closing by fire or other casualty, Seller may, at its option, by notice to
Purchaser given within ten (10) days after Seller notifies Purchaser of such damage or destruction
(and if necessary the Closing Date shall be extended to give Seller the full 10-day period to make
such election), terminate this Agreement. In the event Seller elects to terminate this Agreement,
the terms of the Industrial Building Lease shall govern with respect to such damage or destruction.



               (ii) Purchaser. In the event of any material damage to or destruction of the Property
or any portion thereof prior to Closing, Purchaser may, at its option, by notice to Seller given
within ten (10) days after Seller notifies Purchaser of such damage or destruction (and if
necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such
election): (i) terminate this Agreement, or (ii) proceed under this Agreement, receive any
insurance proceeds (including any rent loss insurance applicable to any period on and after the
Closing Date) due Seller as a result of such damage or destruction and assume responsibility for
such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or
coinsured amount under said insurance policies. If Purchaser elects (ii) above, Purchaser may
extend the Closing Date for up to an additional ten (10) day period in which to obtain insurance
settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining
the insurance proceeds and such agreements from Seller’s insurers. If the Property is not
materially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller
shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to
Purchaser or if repairs cannot be completed before the Closing, credit Purchaser at Closing for the
reasonable cost to complete the repair.



               (iii) Definitions. As used in this Section 6, “material damage” and
“materially damaged” means damage (x) reasonably exceeding ten percent (10%) (on a per
property or cumulative basis) of the Purchase Price to repair, or (y) which, in Purchaser’s
reasonable estimation, will take longer than 180 days to repair.



          (b) Condemnation. In the event any proceedings in eminent domain are contemplated,
threatened or instituted by any body having the power of eminent

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domain with respect to the
Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten
(10) business days after Seller notifies Purchaser of such proceedings (and if necessary the
Closing Date shall be extended to give Purchaser the full ten (10) business day period to make such
election): (i) terminate this Agreement, or (ii) proceed under this Agreement, in which event
Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to
any condemnation award, and Purchaser shall have the sole right during the pendency of this
Agreement to negotiate and otherwise deal with the condemning authority in respect of such matter.




     7. REPRESENTATIONS AND WARRANTIES.



     (a) Seller’s Representations and Warranties. As a material inducement to Purchaser to
execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser
that:



          1. Organization and Authority. Seller has been duly organized, is validly existing,
and is in good standing as a Delaware corporation. Seller is in good standing and is qualified to
do business in the state where the Property is located. Seller has the full right and authority
and has obtained any and all consents required to enter into this Agreement and to consummate or
cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of
the documents to be delivered by Seller at the Closing will be, authorized and properly executed
and constitutes, or will constitute, as appropriate, the valid and binding obligation of Seller,
enforceable in accordance with their terms.




          2. Conflicts and Pending Actions or Proceedings. There is no agreement to which
Seller is a party or, to Seller’s knowledge, binding on Seller which is in conflict with this
Agreement. To Seller’s knowledge, there is no action or proceeding pending or threatened against
Seller or relating to the Property, including, without limitation, any condemnation proceedings,
which challenges or impairs Seller’s ability to execute or perform its obligations under this
Agreement.




          3. Service Contracts. Attached as Exhibit H hereto is a true and correct
listing of all Service Contracts (as defined in Exhibit I attached to this Agreement) to be
assumed by Purchaser pursuant to this Agreement.




          4. Violations or Defects. Seller has received no written notice: that the Property or
the use thereof violates any governmental law or regulation (including, without limitation,
environmental) or any covenants or restrictions encumbering the Property; or from any insurance
company or underwriter of any defect that would adversely affect the insurability of the Property
or cause an increase in insurance premiums.




          5. Withholding Obligation. Seller’s sale of the Property is not subject to any
federal, state or local withholding obligation of Purchaser under the tax laws applicable to Seller
or the Property.





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          6. No Leases. The Property is not subject to any lease or other occupancy agreement
or any related commission or similar agreement (other than the Ground Lease which will be
terminated at Closing (see Exhibit G attached hereto) and the Industrial Building Lease.




          7. Seller has delivered to Purchaser true, complete and correct copies of all environmental
reports and information concerning the Property in Seller’s possession or control. Seller has not
received any written notice concerning any alleged violation of any applicable environmental law,
rule or regulation (collectively, the “Environmental Requirements”).




          8. Seller is not a foreign limited partnership, person or other entity within the meaning of
Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended.




     (b) Purchaser’s Representations and Warranties. Purchaser represents and warrants to
Seller that the following are true, complete and correct as of the date of this Agreement:



          1. Purchaser is duly organized, validly existing and qualified and empowered to conduct its
business and has full power and authority to enter into and fully perform and comply with the terms
of this Agreement. Neither the execution and delivery of this Agreement nor its performance by
Purchaser will conflict with or result in the breach of any contract, agreement, law, rule or
regulation to which Purchaser is a party or by which it is bound.




          2. The individual executing this Agreement and the instruments referenced herein on behalf of
Purchaser has the legal power, right, and actual authority to bind Purchaser to the terms and
conditions hereof and thereof.




     (c) In the event that, prior to Closing, Purchaser or Seller discovers or obtains knowledge of
a material breach of a representation made by Seller contained in this Agreement, Purchaser may, as
its sole and exclusive remedy, either terminate this Agreement (in which event Purchaser shall be
relieved of any obligations hereunder, except for any obligations which expressly survive the
termination of this Agreement, or waive such breach or proceed to Closing with no reduction in the
Purchase Price.



     (d) The representations and warranties set forth in this Article 7 are made as of the
Date of this Agreement and are remade as of the Closing Date and shall not be deemed to be merged
into or waived by the instruments of Closing, but shall survive the Closing for a period of six (6)
months. Seller and Purchaser shall have the right to bring an action thereon only if Seller or
Purchaser, as the case may be, has given the other party written notice of the circumstances giving
rise to the alleged breach within such six-month period. Each party agrees to defend and indemnify
the other against any claim, liability, damage or expense asserted against or suffered by such
other party arising out of the breach or inaccuracy of any such representation or warranty. As
used in this Agreement, the terms “knowledge of” or “actual knowledge of” “or “receipt of written
notice by” Seller shall mean the actual knowledge of or notice received by Mike



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Valentine without
any duty of inquiry. Seller shall have no duty to conduct any inquiry in making such
representations and warranties, and no knowledge or notice to any other person shall be imputed to
Seller or to Mike Valentine.



     8. AS-IS CONDITION.



     Purchaser acknowledges that Purchaser is acquiring the Property in an “AS IS-WHERE IS”
condition and “WITH ALL FAULTS” as of the date of this Agreement and of the Closing. Purchaser
acknowledges that except as otherwise expressed within this Agreement, no representations or
warranties have been made or are made and no responsibility has been or is assumed by Seller or by
any partner, officer, employee, person, firm, agent or representative acting or purporting to act
on behalf of Seller as to the physical or environmental condition of the Property or the value,
expense of operation, or income potential thereof or as to any other fact or condition which has or
might affect the Property or the condition, repair, value, expense of operation or income potential
of the Property or any portion thereof. Purchaser agrees to take the Property subject to its
existing condition, with full knowledge that if any remedial or preservation work is required in
order to conform the Property to the requirements of applicable laws and regulations, Purchaser
agrees that if said work is not the responsibility of the Seller as Lessee under the provisions of
the Industrial Building Lease (as amended by the Fifth Amendment) to assume such sole
responsibility upon the Closing. Further, to the extent that Seller has provided to Purchaser
information from any inspection, engineering or environmental reports concerning the Property,
Seller makes no representations or warranties with respect to the accuracy or completeness,
methodology of preparation or otherwise concerning the contents of such reports. Purchaser agrees
and acknowledges that, except for Seller’s express representations under Article 7, it has relied
and shall rely solely upon the results of Purchaser’s own inspections or other information obtained
or otherwise available to Purchaser, rather than any information that may have been provided by
Seller to Purchaser. Notwithstanding the above, Seller acknowledges its obligations after closing
as Lessee to maintain the Property in accordance with the provisions of the Industrial Building
Lease (as amended by the Fifth Amendment), and that Purchaser’s acceptance of the Property in
“AS-IS” condition shall not be deemed to create any obligation upon Purchaser, as Lessor, to repair
or remedy any existing condition, or to impose upon Purchaser, as Lessor, any additional
obligations of repair or maintenance in regard to the Property that are not expressly set forth in
said Industrial Building Lease.



     9. BROKERAGE.



     Each party represents and warrants to the other party that it has dealt with no broker or
finder in connection with this transaction. Each party indemnifies and holds the other party
harmless from and against any and all other claims of all brokers and finders claiming by, through
or under said party and in any way related to the sale and purchase of the Property pursuant to
this Agreement, including, without limitation, attorneys fees incurred by the other party in
connection with such claims. The obligations of the parties under this Section 9 shall
survive the termination of this Agreement and the Closing. In the event the Third Party Purchase
Agreement contemplated under Article 12 closes,



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Purchaser shall be solely responsible for any
commission expense associated with the sale of the Property.



     10. DEFAULTS AND REMEDIES



          (a) Notwithstanding anything to the contrary contained in this Agreement, if Seller defaults
under this Agreement, at Purchaser’s option, Purchaser may elect as its sole remedy (i) to
terminate this Agreement and also declare terminated the Fourth Amendment to Industrial Building
Lease dated as of April 24, 2006 (the “Fourth Amendment”), previously executed between the parties,
whereupon this Agreement and the Fourth Amendment shall, without further action of the parties,
become null and void, and the parties shall be bound by the Industrial Building Lease, without
reference or regard to the Fourth Amendment, and neither party shall have any further rights or
obligations under this Agreement, except for the indemnity obligations of the parties under
Section 9 of this Agreement; or (ii) Purchaser may sue Seller for specific performance of
the sale of the Property in accordance with the terms of this Agreement provided Purchaser shall
accept whatever title Seller has to the Property, subject to all liens, encumbrances and other
matters affecting title to the Property with no reduction in Purchase Price, and in no event shall
Seller be obligated to cure or remove or bond against title defects, liens, encumbrances or other
matters affecting.




          (b) Notwithstanding anything to the contrary contained in this Agreement, if Purchaser
defaults under this Agreement, Seller may, as its sole remedy, terminate this Agreement, whereupon
neither party shall have any further liability or obligation to the other, except for the indemnity
obligations of the parties under Section 9 of this Agreement. In the event of a
termination of this Agreement due to Purchaser’s default, the Fourth Amendment shall remain in full
force and effect.




          (c) No default shall be declared by either party unless the non-defaulting party provides the
party in breach a minimum of seven (7) days written notice to cure said default.




     11. MISCELLANEOUS



          (a) Assignment. Neither party hereto shall assign or transfer its interest in this
Agreement. Notwithstanding the preceding sentence, Purchaser, upon written notice provided to
Seller at least two (2) business days prior to the Closing, may direct Seller to convey the
Property to the Trust or any other land trust of which Purchaser is the sole beneficiary or to a
Third Party Purchaser as contemplated in Article 12; provided, however, no such directed conveyance
shall relieve Purchaser of its obligations hereunder.




          (b) Integrated Agreements. The parties acknowledge that this Agreement has been
executed by the parties in conjunction with that certain Master Agreement dated March 24, 2006 (the
“Master Agreement”) by and among Seller, Purchaser, 300 East Touhy Limited Partnership, an Illinois
Limited Partnership, Chicago Title Land Trust Company, not personally, but as successor Trustee
under Trust Agreement dated September 20, 1966 and known as Trust Number 34837, and Chicago

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Title
Land Trust Company, not personally, but as successor Trustee under Trust Agreement dated February
7, 1979 and known as Trust Number 100628 which contemplates several integrated transactions between
said parties, and that this Agreement will be interpreted with the intent that the purposes as
expressed in the Master Agreement are fully executed.




          (c) Modification; Prior Agreements. This Agreement shall not be modified or amended
except in a written document signed by Seller and Purchaser. Any prior agreement or understanding
between Seller and Purchaser concerning the sale of the Property from Seller to Purchaser is hereby
rendered null and void.




          (d) Time is of the Essence. Time is of the essence of this Agreement. In the
computation of any period of time provided for in this Agreement or by law, the day of the act or
event from which the period of time runs shall be excluded, and the last day of such period shall
be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be
deemed to run until the end of the next day which is not a Saturday, Sunday or legal holiday.




          (e) Headings. The headings of this Agreement are for convenience of reference only
and do not in any way limit or amplify the terms and provisions hereof.




          (f) Construction. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement, and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.




          (g) Legal Fees. In the event of a default by either party of its obligations under
this Agreement, the prevailing party in any action or proceeding in any court in connection
therewith shall be entitled to recover from such other party its costs and expenses, including
reasonable legal fees and associated court costs.




          (h) Notices. All notices, requests, demands or other communications required or
permitted under this Agreement shall be in writing and shall be deemed effective when (i) delivered
personally or (ii) received or refused if sent by certified mail, return receipt requested, postage
prepaid, addressed to the intended recipient at the address specified in this subsection, (iii)
sent by facsimile transmission, provided that receipt for such facsimile is verified by the sender
and followed by notice sent in accordance with one of the other means set forth herein, or (iv)
deposited into the custody of a recognized overnight courier or delivery service (such as Federal
Express), addressed as follows:




	 	 	 	 	 
	 

	 	If to Seller:
	 	John B. Sanfilippo & Son, Inc.
	 

	 	 	 	2299 Busse Road
	 

	 	 	 	Elk Grove Village, Illinois 60007
	 

	 	 	 	Attention: Mathias Valentine
	 

	 	 	 	Fax: 847/593-9608
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Jenner & Block LLP






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	 	 	 	One IBM Plaza
	 

	 	 	 	330 North Wabash Avenue
	 

	 	 	 	Chicago, Illinois 60611
	 

	 	 	 	Attention: Donald I. Resnick
	 

	 	 	 	Fax: 312/840-7656
	 
	 	 	 	 
	 

	 	If to Purchaser:
	 	Arthur/Busse Limited Partnership
	 

	 	 	 	2299 Busse Road
	 

	 	 	 	Elk Grove Village, Illinois 60007
	 

	 	 	 	Attention: Jeff Sanfilippo
	 

	 	 	 	Fax: 847/593-9608
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Foote, Meyers, Mielke & Flowers, LLC
	 

	 	 	 	416 South Second Street
	 

	 	 	 	Geneva, Illinois 60134
	 

	 	 	 	Attention: Ted A. Meyers
	 

	 	 	 	Fax: 630/845-8982






          (i) Governing Law. This Agreement shall be governed and interpreted in accordance
with the internal laws of the State of Illinois.




          (j) Counterparts. This Agreement may be executed in any number of identical
counterparts, any or all of which may contain the signatures of fewer than all of the parties but
all of which shall be taken together as a single instrument.




          (k) No Obligations to Third Parties. Except as otherwise expressly provided herein,
the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor
obligate any of the parties hereto, to any person or entity other than the parties hereto. This
Agreement shall not and is not intended to give or confer any benefits, rights, privileges, claims,
actions or remedies to Third Party Purchaser as a third party beneficiary or otherwise.




          (l) Waiver. The waiver or failure to enforce any provision of this Agreement shall
not operate as a waiver of any future breach of any such provision or any other provision hereof.




          (m) Exhibits. The following exhibits are acknowledged to be attached to and form a
part of this Agreement:




	 	 	 	 	 
	 

	 	Exhibit A
	 	Legal Description of the Property
	 
	 	 	 	 
	 

	 	Exhibit B
	 	Legal Description of the Adjacent Property
	 
	 	 	 	 
	 

	 	Exhibit C
	 	List of Personal Property
	 
	 	 	 	 
	 

	 	Exhibit D
	 	List of Permitted Easements, Covenants, Restrictions,
Agreements, Encumbrances and Liens
	 
	 	 	 	 
	 

	 	Exhibit E
	 	Form of Bill of Sale






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	 	Exhibit F
	 	Form of Fifth Lease Amendment
	 
	 	 	 	 
	 

	 	Exhibit G
	 	Form of Ground Lease Termination Agreement
	 
	 	 	 	 
	 

	 	Exhibit H
	 	List of Service Contracts
	 
	 	 	 	 
	 

	 	Exhibit I
	 	Sample Inspection/Due Diligence Cooperation Items






     12. CONTINGENCY



     Seller and Purchaser hereby acknowledge and agree that Seller’s obligation to sell the
Property to Purchaser in accordance with the terms of this Agreement, and Purchaser’s corresponding
obligation to purchase the Property from Seller in accordance with the terms of this Agreement, is
expressly contingent upon the closing of a sale of the Property and the Adjacent Property to an
unrelated third party prior to the expiration of the Industrial Building Lease. Seller
acknowledges that Purchaser is negotiating for the sale of the Property and the Adjacent Property
to a third party purchaser (the “Third Party Purchase Agreement”). Seller agrees to fully
cooperate with Purchaser in regard to compliance with all customary and reasonable inspection and
due diligence provisions that are contained in any Third Party Purchase Agreement executed by
Purchaser (a sample for illustration purposes of such customary inspection and due diligence
provisions are set forth in Exhibit I), provided any such inspection or due diligence
activities shall not unreasonably interfere with the operation of Seller’s business on the
Property. In addition, Seller agrees to cooperate, at no cost or expense to Seller, in all
respects in regard to the sale by Purchaser to a third party purchaser, and Seller shall execute
all documents contemplated hereunder (including the closing documents set forth in Article
5 above) in a form reasonably necessary for Purchaser to comply with its obligations under any
Third Party Purchase Agreement.



     13. REPRESENTATIONS. WARRANTIES AND COVENANTS WITH RESPECT TO THE USA PATRIOT
ACT.



     All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001,
107 Public Law 56 (October 26, 2001) (as amended, the “Patriot Act”) and in other statutes and all
orders, rules and regulations of the United States government and its various executive
departments, agencies and offices related to the subject matter of the Patriot Act, including, but
not limited to, Executive Order 13224 effective September 24, 2001, are hereinafter collectively
referred to as the “Patriot Rules” and are incorporated into this paragraph.



     Purchaser hereby represents and warrants to Seller and Seller hereby represents and warrants
to Purchaser that each and every “person” or “entity” affiliated with the respective party or that
has an economic interest in the respective party or that has or will have an interest in the
transaction contemplated by this Agreement or in any property that is the subject matter of this
Agreement or will participate, in any manner whatsoever, in the purchase of the Property, is:




     (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099
and 13224;



12









 






     (ii) in full compliance with the requirements of the Patriot Rules and all other
requirements contained in the rules and regulations of the Office of Foreign Assets
Control, Department of the Treasury (“OFAC”);




     (iii) operated under policies, procedures and practices, if any, that are in
compliance with the Patriot Rules and available to Seller for Seller’s review and
inspection during normal business hours and upon reasonable prior notice;




     (iv) not in receipt of any notice from the Secretary of State or the Attorney General
of the United States or any other department, agency or office of the United States
claiming a violation or possible violation of the Patriot Rules;




     (v) not listed as a Specially Designated Terrorist or as a blocked person on any lists
maintained by the OFAC pursuant to the Patriot Rules or any other list of terrorists or
terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC
issued pursuant to the Patriot Rules or on any other list of terrorists or terrorist
organizations maintained pursuant to the Patriot Rules;




     (vi) not a person who has been determined by competent authority to be subject to any
of the prohibitions contained in the Patriot Rules; and




     (vii) not owned or controlled by or now acting and or will in the future act for or on
behalf of any person or entity named in the Annex or any other list promulgated under the
Patriot Rules or any other person who has been determined to be subject to the prohibitions
contained in the Patriot Rules.



     Each party covenants and agrees that in the event it receives any notice that it or any of its
beneficial owners or affiliates or participants become listed on the Annex or any other list
promulgated under the Patriot Rules or indicted, arraigned, or custodially detained on charges
involving money laundering or predicate crimes to money laundering, the party receiving the notice
shall immediately notify the other and, in such event, this Agreement shall automatically be deemed
terminated, in which event all Earnest Money shall be returned to Purchaser and the parties shall
have no further rights or obligations under this Agreement, except for all other rights,
liabilities or obligations that survive a termination of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




13









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and
year first written above.



	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	JOHN B. SANFILIPPO & SON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ William R. Pokrajac
 

William R. Pokrajac
	 	 
	 	 	Its: Vice President of Finance	 	 
	 
	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	ARTHUR/BUSSE LIMITED PARTNERSHIP, an Illinois limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mathias A. Valentine
 

Mathias A. Valentine
	 	 
	 	 	Its: Vice President, Arthur/Busse Properties, Inc., an
Illinois Corporation, as General Partner	 	 






 









 





EXHIBIT A




Legal Description of the Land



LOT 2 IN SANFILIPPO RESUBDIVISION BEING A RESUBDIVISION IN THE SOUTH HALF OF THE SOUTHWEST QUARTER
OF SECTION 35, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,
ILLINOIS.




PIN: 08-35-301-068




Exhibit A - 1




 









 





EXHIBIT B




Legal Description of the Adjacent Property



PARCEL 1:



LOT 1 IN SANFILIPPO RESUBDIVISION BEING A RESUBDIVISION IN THE SOUTH HALF OF THE SOUTHWEST QUARTER
OF SECTION 35, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,
ILLINOIS.



PARCEL 2:



LOT 397 IN CENTEX INDUSTRIAL PARK UNIT 244, BEING A SUBDIVISION IN THE SOUTH WEST 1/4 OF SECTION
35, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF
RECORDED APRIL 22, 1980, AS DOCUMENT NO. 25432391.




Exhibit B - 1





 









 








EXHIBIT C




List of Personal Property




None.




 









 








EXHIBIT D




List of Permitted Easement, Liens and Encumbrances




[To be attached]





 









 








EXHIBIT E




Form of Bill of Sale




BILL OF SALE AND GENERAL ASSIGNMENT




     THIS
BILL OF SALE AND GENERAL ASSIGNMENT is made as of this
___ day of                      200___ by
and among JOHN B. SANFILIPPO & SON, INC., (“Assignor”), and ARTHUR/BUSSE LIMITED PARTNERSHIP, an
Illinois limited partnership (“Assignee”).



     Concurrently with the execution and delivery hereof, Assignor is conveying to Assignee,
pursuant to a document titled “Agreement for Purchase of Real Estate and Related Property” (the
“Purchase Agreement”), all of its right, title, and interest in and to that certain tract of land
together with those improvements owned by Assignor in a Building constructed by Assignor thereon
lying, as well as in that portion of the Building lying upon the Adjacent Property (which Adjacent
Property is owned by Assignee), and being situated in the County of Cook and State of Illinois and
being more particularly described said Purchase Agreement and made a part hereof (the “Property”).



     Assignor desires to hereby assign, transfer, set over and deliver directly to Assignee, all of
its right, title, and interest in and to the following assets appurtenant to or in any way related
to the Building and Property.



     NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and other good and
valuable consideration in hand paid, the receipt and sufficiency of which are hereby acknowledged
by Assignor, Assignor does hereby SELL, ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee, its
successors and assigns, all of its right, title, and interest in all of the following, which are
collectively referred to herein as the “Assigned Properties”:



     A. All of Assignor’s right, title and interest in, to and under any and all personal property,
including, without limitation, all carpeting, window treatments and other similar personal property
situated in, on, over and under the Property or used in connection therewith, owned by Assignor as
set forth on Exhibit A attached hereto and made a part hereof (the “Personal Property”);



     B. All of Assignor’s interest in and to all assignable use, occupancy, building and operating
permits, licenses and approvals, if any, issued from time to time with respect to the Property;



     C. All of Assignor’s interest in and to all existing and assignable guaranties and warranties
(express or implied), if any, issued in connection with the construction, alteration and repair of
the Property;



     TO HAVE AND TO HOLD the same, subject as aforesaid, unto Assignee, its successors and assigns.



     Assignor warrants to Assignee that it has good title to the Personal Property and that the
Assigned Properties are not subject to any lien or claim of any kind. ASSIGNOR MAKES NO



Exhibit E - 1




 









 




REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF THE PROPERTY OR THE ASSIGNED PROPERTIES OR THE
SUITABILITY THEREOF FOR ANY PURPOSE THAT ASSIGNEE MAY DESIRE TO USE IT. ASSIGNOR HEREBY EXPRESSLY
DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
OTHER WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION OF THE ASSIGNED PROPERTIES. ASSIGNOR HAS
EXECUTED THIS BILL OF SALE AND GENERAL ASSIGNMENT AND HAS SOLD, ASSIGNED, TRANSFERED, SET OVER AND
DELIVERED TO ASSIGNEE THE ASSIGNED PROPERTIES AS IS AND WHEREVER LOCATED, WITH ALL FAULTS.




     This Assignment may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed an original, but all of which shall together constitute one and the
same agreement.



[SIGNATURE PAGE FOLLOWS]




 









 








     IN WITNESS WHEREOF, Assignor and Assignee have caused this Bill of Sale and General Assignment
to be executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 
	 	 	JOHN B. SANFILIPPO & SON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ William R. Pokrajac
 

William R. Pokrajac
	 	 
	 

	 	Its:
	 	Vice President of Finance	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 
	 	 	ARTHUR/BUSSE LIMITED PARTNERSHIP, an Illinois limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mathias A. Valentine
 

Mathias A. Valentine
	 	 
	 	 	Its: Vice President, Arthur/Busse Properties, Inc., an
Illinois Corporation, as General Partner	 	 






 









 





EXHIBIT A TO EXHIBIT E




List of Personal Property




None.




 









 





EXHIBIT F




Form of Fifth Lease Amendment




FIFTH AMENDMENT TO INDUSTRIAL BUILDING LEASE




     This FIFTH AMENDMENT TO INDUSTRIAL BUILDING LEASE (this “Amendment”), is made as of the ___
day of                     , 2006 by and between CHICAGO TITLE LAND TRUST COMPANY, not personally, but as
successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628
(“Lessor”), and JOHN B. SANFILIPPO & SON, INC., a Delaware corporation (“Lessee”).



RECITALS




     A. Lessor and Lessee are parties to that certain Industrial Building Lease dated June 1, 1985
(the “Original Lease”), as amended by that certain First Amendment to Industrial Building Lease
dated September 29, 1992 (the “First Amendment”), that certain Second Amendment to Industrial
Building Lease dated March 3, 1995 (the “Second Amendment”), that certain Third Amendment to
Industrial Building Lease effectively dated January 1, 1998 (the “Third Amendment”) and that
certain Fourth Amendment to Industrial Building Lease dated as of April 24, 2006 (the “Fourth
Amendment”) (the Original Lease, as amended by the First Amendment, Second Amendment, Third
Amendment and the Fourth Amendment is hereinafter referred to as the “Industrial Lease”), pursuant
to which Lessee leases from Lessor and Lessor leases to Lessee certain real property and the
improvements located thereon commonly known as 2299 Busse Road and 1717 Arthur Avenue, all located
in Elk Grove Village, Illinois, as more particularly described in the Lease (the “Existing
Premises”).



     B. Simultaneously with the execution of this Amendment, Lessee is:




(i) conveying to Lessor, Arthur/Busse (as hereinafter defined), or their designee,
fee simple title to certain real property and any and all improvements located
thereon, located in Elk Grove Village, Illinois and more particularly described on
Exhibit A attached hereto and made a part hereof (the “Property”) pursuant
to that certain Agreement for Purchase of Real Estate and Related Property dated as
of April ___, 2006 (the “Purchase Agreement”) by and between Lessee, as seller, and
Arthur/Busse Limited Partnership (“Arthur/Busse”), as purchaser.




(ii) terminating with Lessor a certain Ground Lease and conveying to Lessor all of
Lessee’s right, title and interest in a portion of an industrial building
constructed by Lessee but located on Lessor’s real estate, said property subject to
said Ground Lease more particularly described in Exhibit B attached hereto
and made a part hereof.



     The real estate described in Exhibit A, and the building and improvements located on
the real estate described in Exhibit A and B shall be referred to as the
“Additional Premises”.



 









 





     C. Lessor and Lessee desire to include the Additional Premises as part of the Existing
Premises leased under the Industrial Lease upon the terms and conditions contained herein.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



AGREEMENTS




     1. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Industrial Lease.



     2. Additional Premises. As of the date hereof, notwithstanding anything to the
contrary in the Industrial Lease, the definition of Premises (as defined on page 1 of the Original
Lease) shall be enlarged by adding the Additional Premises to the Existing Premises and all
references to the “Premises” or other terms of similar meaning in the Industrial Lease shall be
deemed to included and shall, in fact, included the Existing Premises and Additional Premises for
all purposes of the Industrial Lease. The Additional Premises shall be leased from Lessor to
Lessee upon all the same terms and conditions as contained in the Industrial Lease, as amended
hereby.



     3. Real Estate Taxes.  Lessee acknowledges that Lessor has entered into a contract
for the sale of the Leased Premises and other property to Prologis (the “Prologis Sale Contract”).
In the event the sale of the Premises to Prologis pursuant to the Prologis Sale Contract proceeds
to closing, Lessor shall promptly return, or caused to be returned, to Lessee any and all deposits
for general real estate taxes and assessments being held by Lessor or Lessor’s mortgagee pursuant
to Section 11.1 of the Industrial Lease. Notwithstanding the termination of the Industrial
Lease pursuant to Section 5 of this Amendment, Lessee shall remain liable for the payment
of, and hereby indemnifies and holds harmless Lessor from and against, all real estate taxes
accruing prior to the termination of the Industrial Lease.



     4. Increased Rent. Upon the execution of this Amendment, the base rent shall be
increased based on the addition of 68,052 square feet of Additional Premises at a base rent rate
for the Additional Premises of $                     per square foot. [TO BE INSERTED: THE LESSER OF $4.00 OR
THE DOLLAR AMOUNT TO BE PAID UNDER PROLOGIS LEASE] The base rent shall not be further modified
during the remaining term of the Industrial Lease.



     5. Termination. Notwithstanding anything to the contrary in the Industrial Lease or
this Amendment, the Industrial Lease shall terminate and be of no further force and effect in the
event the pending contract between Lessor and Prologis (which includes a new lease with JBSS)
closes.



     6. Ratification. Except as and to the extent modified by this Amendment, the
Industrial Lease and all of the terms, conditions and provisions thereof shall, in all respects,
remain unmodified and unchanged and are hereby reaffirmed, ratified and confirmed and shall remain
in full force and effect.



 









 





     7. Conflict or Inconsistency. In the event of any conflict or inconsistency between
the terms of this Amendment and the terms of the Industrial Lease, the terms of this Amendment
shall prevail.



     8. Binding Effect. The provisions of this Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, administrators, successors,
personal representatives and assigns.



     9. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but one and the same
instrument. Documents and signatures transmitted via facsimile shall be considered original
signatures for purposes of creating a valid and binding agreement.



     10. Governing Law. This Amendment shall be governed by and construed under the laws
of the State of Illinois.



     11. Entire Agreement. This Amendment is made up of the body of the agreement and the
exhibits and schedules attached hereto, if any, all of which are hereby incorporated by reference
into the body hereof. There are no other agreements between the parties with respect to the
matters covered by this Amendment, and any prior agreements with respect to such matters are
superseded, except to the extent any provision of this Amendment provides otherwise.



     12. Headings. The headings of this Amendment are for convenience of reference only
and do not in any way limit or amplify the terms and provisions hereof.



     13. Limitation of Liability. This Amendment is joined and executed by Chicago Title
Land Trust Company, not personally but as trustee as aforesaid, in the exercise of the power and
authority conferred upon and vested in it as such trustee, and under the express direction of the
beneficiaries of a certain Trust Agreement dated February 7, 1979 and known as Trust Number 100628
to all provisions of which Trust Agreement this Agreement is expressly made subject. It is
expressly understood and agreed that nothing herein contained shall be construed as creating any
liability whatsoever against said Trustee personally, and in particular without limiting the
generality of the foregoing, there shall be no personal liability to pay any indebtedness accruing
hereunder or to perform any covenants, either express or implied, herein contained, or to keep,
preserve or sequester any property of said Trust, and that all personal liability of said Trustee
of every sort, if any, is hereby expressly waived by Lessee, and that so far as said Trustee is
concerned the owner of any indebtedness or liability accepting hereunder shall look solely to the
Premises for payment thereof. It is expressly understood and agreed that said Trustee has no
agents or employees and merely holds legal title to the Premises; that said Trustee has no control
over, and under this Amendment assumes no responsibility for (1) the management or control of the
Premises, (2) the upkeep, inspection, maintenance or repair of the Premises, (3) the collection of
rents or rental of the Premises, or (4) the conduct of any business which is carried on the
Premises.



 









 





[Signature page follows]




 









 








     In witness whereof, the parties have executed this Amendment as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	LESSOR:	 	 
	 
	 	 	 	 	 	 
	 	 	CHICAGO TITLE LAND TRUST COMPANY, not personally, but as
Successor Trustee under Trust Agreement dated February 7, 1979 and
known as Trust Number 100628	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sheila Davenport	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	Sheila Davenport	 	 	 	 
	 

	 	Its:	 	Assistant Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LESSEE:	 	 
	 
	 	 	 	 	 	 
	 	 	JOHN B. SANFILIPPO & SON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William R. Pokrajac	 	 
	 
	 	 	 	 
	 	 
	 

	 	Name:
	 	William R. Pokrajac	 	 
	 

	 	Its:
	 	Vice President of Finance	 	 






 









 





EXHIBIT A




Legal Description of the Property Being Sold



LOT 2 IN SANFILIPPO RESUBDIVISION BEING A RESUBDIVISION IN THE SOUTH HALF OF THE SOUTHWEST QUARTER
OF SECTION 35, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,
ILLINOIS.




EXHIBIT B




Legal Description of the Property Subject to Ground Lease



THAT PART OF LOT 1 IN SANFILIPPO RESUBDIVISION BEING A RESUBDIVISION IN THE SOUTH HALF OF THE
SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,
TOGETHER WITH THAT PART OF LOT 397 IN CENTEX INDUSTRIAL PARK UNIT 244 BEING A SUBDIVISION IN THE
SOUTHWEST QUARTER OF SECTION 35 AFORESAID DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER
OF LOT 1; THENCE SOUTH 00°15’44” WEST 400.0 FEET TO A CORNER OF SAID LOT; THENCE NORTH 89°48’57”
WEST ALONG A SOUTH LINE OF SAID LOT 8.0 FEET TO A CORNER OF SAID LOT; THENCE SOUTH 00°11’03” WEST
ALONG AN EAST LINE OF SAID LOT, 25.0 FEET TO THE SOUTHEAST CORNER OF SAID LOT; THENCE SOUTH
89°48’56” EAST ALONG THE NORTH LINE OF LOT 397 AFORESAID 218.19 FEET; THENCE SOUTH 00°09’36” WEST
19.0 FEET; THENCE NORTH 89°46’18” WEST 230.03 FEET; THENCE NORTH 00°10’42” EAST 443.90 FEET TO THE
NORTH LINE OF LOT 1; THENCE SOUTH 89°48’57” EAST ALONG SAID NORTH LINE 20.42 FEET TO THE POINT OF
BEGINNING, IN COOK COUNTY, ILLINOIS.





 









 








EXHIBIT G




Form of Ground Lease Termination Agreement 




GROUND LEASE TERMINATION AGREEMENT




     This
GROUND LEASE TERMINATION AGREEMENT (this “Termination”), is made as of the ___ day of
                     2006 by and between CHICAGO TITLE LAND TRUST COMPANY, not personally, but as
successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628
(“Lessor”), and JOHN B. SANFILIPPO & SON, INC., a Delaware corporation (“Lessee”).



RECITALS




     C. Lessor and Lessee are parties to that certain Ground Lease dated January 1, 1995 (the
“Ground Lease”), pursuant to which Lessee ground leases from Lessor, and Lessor ground leases to
Lessee, certain real property containing approximately 12,849 square feet, located in Elk Grove
Village, Illinois and more particularly described in the Ground Lease (the “Leased Premises”).



     D. The Lease Premises are improved with certain improvements situated thereon, including but
not limited to, a portion of an industrial building (collectively, the “Improvements”).



     E. Pursuant to the terms of Section 19 of the Ground Lease, fee title to the Improvements
located on the Leased Premises is vested in Lessee.



     F. Lessor and Lessee desire to terminate the Ground Lease effective as of the date hereof upon
the terms and conditions contained herein, and in connection thereto, to provide for the conveyance
of the Improvements from Lessee to Lessor.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that the Ground Lease shall be terminated in accordance with the
following terms and conditions:



AGREEMENTS




     1. Recitals. The foregoing recitals are acknowledged to be accurate and are
incorporated herein by reference.



     2. Termination. The Ground Lease is hereby terminated as of the date hereof (the
“Effective Date”) and is null and void and of no further force and effect. From and after the
Effective Date, Lessee shall have no further obligations under the Ground Lease and Lessor



 









 







hereby
acknowledges that Lessee is released from any and all obligations under the Ground Lease.



     3. Removal and Conveyance of Improvements. Notwithstanding anything in Sections 15
and 19 of the Ground Lease to the contrary, Lessee shall have no obligation to remove the
Improvements or any additions or other property placed on the Leased Premises, except for its
personal property, equipment and trade fixtures used by Lessee in the conduct of its business.
Upon execution of this Termination, Lessee shall convey all of its right, title and interest in and
to the Improvements to Lessor by delivering to Lessor a quitclaim deed in the form attached hereto
as Exhibit A.



     4. No Default. Lessor represents and warrants that Lessee is not in default of its
obligations under the Ground Lease and that no third party consent is required for the transaction
contemplated by this Termination.



     5. Binding Effect. The provisions of this Termination shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, administrators, successors,
personal representatives and assigns.



     6. Counterparts. This Termination may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but one and the same
instrument. Documents and signatures transmitted via facsimile shall be considered original
signatures for purposes of creating a valid and binding agreement.



     7. Governing Law. This Termination shall be governed by and construed under the laws
of the State of Illinois.



     8. Integrated Agreements. The parties acknowledge that this Termination has been
executed by the parties in conjunction with that certain Master Agreement dated March 24, 2006 (the
“Master Agreement”) by and among Lessor, Lessee, Arthur/Busse Limited Partnership, an Illinois
limited partnership, 300 East Touhy Limited Partnership, an Illinois limited partnership, and
Chicago Title Land Trust Company, not personally, but as successor Trustee under Trust Agreement
dated September 20, 1966 and known as Trust Number 34837, which contemplates several integrated
transactions between said parties, and that this Termination will be interpreted with the intent
that the purposes as expressed in the Master Agreement are fully executed



     9. Severability. If any clause, phrase, provision, sentence, condition or other
portion of this Termination is held to be invalid or unenforceable, the remaining portion of the
Termination shall not be affected thereby and such remaining portions shall remain in full force
and effect.



     10. Headings. The headings of this Termination are for convenience of reference only
and do not in any way limit or amplify the terms and provisions hereof.



     11. Limitation of Liability. This Termination is joined and executed by Chicago Title
Land Trust Company, not personally but as trustee as aforesaid, in the exercise of the power and
authority conferred upon and vested in it as such trustee, and under the express direction of the
beneficiaries of a certain Trust Agreement dated February 7, 1979 and known as Trust



 









 







Number 100628
to all provisions of which Trust Agreement this Termination is expressly made subject. It is
expressly understood and agreed that nothing herein contained shall be construed as creating any
liability whatsoever against said Trustee personally, and in particular without limiting the
generality of the foregoing, there shall be no personal liability to pay any indebtedness accruing
hereunder or to perform any covenants, either express or implied, herein contained, or to keep,
preserve or sequester any property of said Trust, and that all personal liability of said Trustee
of every sort, if any, is hereby expressly waived by Lessee, and that so far as said Trustee is
concerned the owner of any indebtedness or liability accepting hereunder shall look solely to the
Premises for payment thereof. It is expressly understood and agreed that said Trustee has no
agents or employees and merely holds legal title to the Leased Premises; that said Trustee has no
control over, and under this Termination assumes no responsibility for (1) the management or
control of the Leased Premises, (2) the upkeep, inspection, maintenance or repair of the Leased
Premises, (3) the collection of rents or rental of the Leased Premises, or (4) the conduct of any
business which is carried on the Leased Premises.



[Signature page follows]




 









 








     In witness whereof, the parties have executed this Termination as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	LESSOR:	 	 
	 
	 	 	 	 	 	 
	 	 	CHICAGO TITLE LAND TRUST COMPANY, not personally, but as Successor
Trustee under Trust Agreement dated February 7, 1979 and known as
Trust Number 100628	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sheila Davenport	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	Sheila Davenport	 	 	 	 
	 

	 	Its:	 	Assistant Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LESSEE:	 	 
	 
	 	 	 	 	 	 
	 	 	JOHN B. SANFILIPPO & SON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ William R. Pokrajac
 

William R. Pokrajac
	 	 
	 

	 	Its:
	 	Vice President of Finance	 	 






 









 





EXHIBIT A




Form of Quitclaim Deed




	 	 	 	 	 	 	 	 
	THIS INSTRUMENT PREPARED BY AND AFTER RECORDING RETURN TO:
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Vito M. Pacione, Esq.
	 	 	 	 	 	 	 
	Jenner & Block LLP
	 	 	 	 	 	 	 
	One IBM Plaza
	 	 	 	 	 	 	 
	Chicago, IL 60611
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	MAIL TAX BILLS TO:
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 
	 

	 	 	 	 	Above Space for Recorder’s Use Only	 	 






QUITCLAIM DEED




     THE GRANTOR, JOHN B. SANFILIPPO & SON, INC., a Delaware corporation, having an address of 2299
Busse Road, Elk Grove Village, Illinois 60007, for the consideration of TEN and no/100 DOLLARS
($10.00), and other good and valuable consideration in hand paid, CONVEYS and QUIT CLAIMS to
CHICAGO TITLE LAND TRUST COMPANY, not personally, but as successor Trustee under Trust Agreement
dated February 7, 1979 and known as Trust Number 100628, having an address of 171 North Clark
Street, 4th Floor, Chicago, Illinois 60601, all of Grantor’s right, title and interest in and to
all of the improvements located on and appurtenances attached to that certain the parcel of land
situated in situated in the County of Cook in the State of Illinois, legally described on
Exhibit A attached hereto and made a part hereof.



     TO HAVE AND TO HOLD said improvements forever.



     Grantor hereby makes no warranties of any kind or nature whatsoever with respect to the
improvements conveyed by this Quitclaim Deed, whether express or implied, any and all such
warranties being expressly disclaimed.



	 	 	 	 	 	 	 
	Permanent Real Estate Index Number:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	Address of Real Estate:	 	2299 Busse Road, Elk Grove Village, Illinois 60007






[SIGNATURE PAGE FOLLOWS]




 









 





     IN WITNESS WHEREOF, said Grantor has caused its name to be signed to these presents
this ___ day of                     , 2006.



	 	 	 	 	 	 	 
	 	 	JOHN B. SANFILIPPO & SON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Exempt under provisions of Section 31-45, Paragraph (e),
Real Estate Transfer Tax Act (35 ILCS 200/31, et.
seq.)	 	 
	 
	 	 	 	 	 	 
	 	 	JOHN B. SANFILIPPO & SON, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 	 	Date:                                         , 2006	 	 






	 	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 
	 

	 	 	)	 	 	SS
	COUNTY OF COOK

	 	 	)	 	 	 






     I,                                                                   
              , a notary public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that                                          the                               
     
      of John B. Sanfilippo &
Son, Inc., a Delaware corporation, personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that
he signed and delivered the said instrument as                                          of said corporation, as the free and
voluntary act of said corporation, for the uses and purposes therein set forth.



     GIVEN
under my hand and official seal this ___ day of                     , 2006.



	 	 	 	 	 	 	 
	 

	 	My Commission Expires:	 	 	 	 
	 


	 	 	 	 


	 	 
	Notary Public
	 	 	 	 	 	 





{SEAL}




 









 





EXHIBIT A




Legal Description



THAT PART OF LOT 1 IN SANFILIPPO RESUBDIVISION BEING A RESUBDIVISION IN THE SOUTH HALF OF THE
SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,
TOGETHER WITH THAT PART OF LOT 397 IN CENTEX INDUSTRIAL PARK UNIT 244 BEING A SUBDIVISION IN THE
SOUTHWEST QUARTER OF SECTION 35 AFORESAID DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER
OF LOT 1; THENCE SOUTH 00°15’44” WEST 400.0 FEET TO A CORNER OF SAID LOT; THENCE NORTH 89°48’57”
WEST ALONG A SOUTH LINE OF SAID LOT 8.0 FEET TO A CORNER OF SAID LOT; THENCE SOUTH 00°11’03” WEST
ALONG AN EAST LINE OF SAID LOT, 25.0 FEET TO THE SOUTHEAST CORNER OF SAID LOT; THENCE SOUTH
89°48’56” EAST ALONG THE NORTH LINE OF LOT 397 AFORESAID 218.19 FEET; THENCE SOUTH 00°09’36” WEST
19.0 FEET; THENCE NORTH 89°46’18” WEST 230.03 FEET; THENCE NORTH 00°10’42” EAST 443.90 FEET TO THE
NORTH LINE OF LOT 1; THENCE SOUTH 89°48’57” EAST ALONG SAID NORTH LINE 20.42 FEET TO THE POINT OF
BEGINNING, IN COOK COUNTY, ILLINOIS.




STATEMENT BY GRANTOR AND GRANTEE



The Grantor or his Agent affirms that, to the best of her knowledge, the name of the Grantor shown
on the Deed or Assignment of Beneficial Interest in a land trust is either a natural person, an
Illinois corporation or foreign corporation authorized to do business or acquire and hold title to
real estate in Illinois, a partnership authorized to do business or acquire and hold title to real
estate in Illinois, or other entity recognized as a person and authorized to do business or acquire
title to real estate under the laws of the State of Illinois.




	 	 	 	 	 	 	 
	Dated: February ___, 2006

	 	Signature:	 	 	 	 
	 

	 	 	 	 

Grantor or Agent
	 	 





Subscribed and sworn to before

me by the said Grantor or Agent this ___ day

of February, 2006.



Notary Public                                                                   
               
               
     [Seal]



The Grantee or his Agent affirms that, to the best of her knowledge, the name of the Grantee shown
on the Deed or Assignment of Beneficial Interest in a land trust is either a natural person, an
Illinois corporation or foreign corporation authorized to do business or acquire and hold title


 









 






to
real estate in Illinois, a partnership authorized to do business or acquire and hold title to real
estate in Illinois, or other entity recognized as a person and authorized to do business or acquire
and hold title to real estate under the laws of the State of Illinois.




	 	 	 	 	 	 	 
	Dated: February ___, 2006

	 	Signature:	 	 	 	 
	 

	 	 	 	 

Grantee or Agent
	 	 





Subscribed and sworn to before

me by the said Grantee or Agent this ___ day

of February, 2006.



Notary Public                                                                   
               
               
    [Seal]





			
	NOTE:	 	Any person who knowingly submits a false statement concerning the identity of a grantee
shall be guilty of a Class C misdemeanor for the first offense and of a Class A
misdemeanor for subsequent offenses.




[Attach to deed or ABI to be recorded in Cook County, Illinois, if exempt under provisions of
Section 4 of the Illinois Real Estate Transfer Tax Act.]




 









 





EXHIBIT H




List of Service Agreements Assumed by Purchaser




	 	 	 	 	 	 	 
	Name
of Provider:

	 	Services:
	 	Fee:
	 	 
	 
	 	 	 	 	 	 
	AGA

	 	Vessel Rental
	 	$1,575.00/month
	 	 
	 
	 	 	 	 	 	 
	Building Starts

	 	Office Cleaning
	 	$2,437.00/month
	 	 






 









 





EXHIBIT I




Sample of Inspection/Due Diligence Cooperation Items




     In conjunction with any Third Party Purchase Agreement, Seller shall provide full
cooperation to Purchaser’s Third Party Purchaser in regard to due diligence items, including, but
not limited to, the following (to the extent such items are in Seller’s possession or control,
Seller shall provide to Third Party Purchaser any information requested within 5 business days
after request):



 









 





     (a) Operating Expense Detail. Operating expense detail of the Property for the
36 months preceding this Agreement (“Operating Statements”);



     (b) Tax Statements. Copies or a summary of ad valorem tax statements relating to the
Property for the current year or other current tax period (if available) and for the 24 months
preceding this Agreement;



     (c) Service Contracts. A list together with copies of all management, service,
supply, equipment rental, and other contracts related to the operation of the Property
(“Service Contracts”);



     (d) Maintenance Records. All available maintenance work orders for the 12 months
preceding this Agreement;



     (e) List of Capital Improvements. A list of all capital improvements known to the
Seller and performed on the Property within the 24 months preceding this Agreement;



     (f) Reports. Any other reports, studies, documents or information (including, without
limitation, environmental and soils reports) in Seller’s possession or control related to the
Property;



     (g) Plans; Governmental Approvals. All construction plans and specifications in
Seller’s possession relating to the original development of the Property and any major capital
repairs or tenant improvements, temporary and final certificates of occupancy (tenant and Seller)
and all other governmental permits and approvals applicable to the Property;



     (h) Existing Title and Survey Documents. Copy of Seller’s existing title insurance
policy and any existing ALTA “as-built” survey of the Property;



     (i) Notices of Violations. Notices (i) of violations of any governmental law or
regulation or any covenants or restrictions encumbering the Property or any physical defect in the
Improvements, or (ii) from any insurance company or underwriter of any defect that would adversely
affect the insurability of the Property or cause an increase in insurance premiums; and



     (j) Litigation. Notices of any action or proceeding pending or, to Seller’s
knowledge, threatened against Seller or relating to the Property, including, without limitation,
any condemnation proceedings, which challenges or impairs Seller’s ability to execute or perform
its obligations under this Agreement.


Seller shall grant Third Party Purchaser reasonable access to the Property for the purpose of
conducting surveys, architectural, engineering, geotechnical and environmental inspections and
tests (including intrusive inspection and sampling), and any other inspections, studies, or tests
reasonably required by Purchaser. Third Party Purchaser shall keep the Property free and clear of
any liens and will indemnify, defend, and hold Seller harmless from all claims and liabilities
asserted against Seller as a result of any such entry by Third Party Purchaser, its agents,
employees or representatives. If any inspection or test disturbs the Property, Third Party


 









 






Purchaser will restore the Property to the same condition as existed prior to any such inspection
or test. Third Party Purchaser and its agents, employees, and representatives shall have a
continuing right of reasonable access to the Property during the pendency of any Third Party
Purchase Agreement for the purpose of examining and making copies of all books and records and
other materials relating to the Property in Seller’s or its property manager’s possession and Third
Party Purchaser shall have the right to conduct a “walk-through” of the Property prior to the
Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its
investigations, Third Party Purchaser may make inquiries to third parties, including, without
limitation, tenants, lenders, contractors, property managers, parties to Service Contracts and
municipal, local and other government officials and representatives, and Seller consents to such
inquiries. The obligations of the Third Party Purchaser under this paragraph shall survive the
termination of the Agreement.