Exhibit 10.14
PURCHASE AND SALE AGREEMENT
for
3411 N. Perris Boulevard and 100 W. Sinclair Street
Perris, California
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into
this 27th day of December, 2006, by and between NATIONAL RV HOLDINGS, INC., a
Delaware corporation ("Seller"), and FIRST INDUSTRIAL ACQUISITIONS, INC., a
Maryland corporation ("Buyer").
1.
SALE.
SELLER AGREES TO SELL AND CONVEY TO BUYER, AND BUYER
AGREES TO PURCHASE FROM SELLER, ON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, THE PROPERTY (AS HEREINAFTER DEFINED), INCLUDING THOSE CERTAIN FIVE
(5) BUILDINGS COMMONLY KNOWN AS 3411 N. PERRIS BOULEVARD AND 100 W. SINCLAIR
STREET, PERRIS, CALIFORNIA, CONTAINING APPROXIMATELY 595,940 SQUARE FEET
(COLLECTIVELY, THE "BUILDINGS").
FOR PURPOSES OF THIS AGREEMENT, THE TERM,
"PROPERTY" SHALL MEAN COLLECTIVELY:
1.1.
LAND.
THOSE PARCELS OF LAND DESCRIBED IN EXHIBIT A ATTACHED HERETO
(COLLECTIVELY, THE "LAND"), TOGETHER WITH ALL RIGHTS, EASEMENTS AND INTERESTS
APPURTENANT THERETO, INCLUDING, BUT NOT LIMITED TO, ANY STREETS OR OTHER PUBLIC
WAYS ADJACENT TO THE LAND AND ANY WATER OR MINERAL RIGHTS OWNED BY, OR LEASED
TO, SELLER.
1.2.
IMPROVEMENTS.
ALL IMPROVEMENTS LOCATED ON THE LAND, INCLUDING, BUT
NOT LIMITED TO, THE BUILDINGS, AND ALL OTHER STRUCTURES, SYSTEMS, AND UTILITIES
ASSOCIATED WITH, AND UTILIZED BY SELLER IN, THE OWNERSHIP AND OPERATION OF THE
BUILDINGS (ALL SUCH IMPROVEMENTS BEING COLLECTIVELY REFERRED TO AS THE
"IMPROVEMENTS").
1.3.
INTANGIBLE PROPERTY.
ALL, IF ANY, (I) TRADEMARKS, TRADENAMES,
DEVELOPMENT RIGHTS AND ENTITLEMENTS AND OTHER INTANGIBLE PROPERTY ASSOCIATED
WITH THE LAND OR IMPROVEMENTS, OWNED BY SELLER AND USED IN CONNECTION WITH THE
FOREGOING; (II) GUARANTIES AND WARRANTIES ISSUED TO SELLER AND WITH RESPECT TO
THE IMPROVEMENTS; AND (III) ANY REPORTS, STUDIES, SURVEYS AND OTHER COMPARABLE
ANALYSIS, DEPICTIONS OR EXAMINATIONS OF THE LAND AND/OR THE IMPROVEMENTS
(COLLECTIVELY, THE "INTANGIBLES").
1.4.
CONTRACTS.
THOSE CERTAIN OPERATING CONTRACTS, SERVICE CONTRACTS,
MANAGEMENT AGREEMENTS AND OTHER COMPARABLE AGREEMENTS DESCRIBED ON EXHIBIT B
ATTACHED HERETO (THE "CONTRACTS") THAT BUYER EXPRESSLY ELECT TO ASSUME PURSUANT
TO SECTION 8.2 HEREOF.
2.
PURCHASE PRICE.
2.1.
PURCHASE PRICE.
THE TOTAL PURCHASE PRICE TO BE PAID TO SELLER BY
BUYER FOR THE PROPERTY SHALL BE THIRTY-ONE MILLION SEVEN HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($31,750,000.00) (THE "PURCHASE PRICE").
PROVIDED THAT ALL
CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS TO CLOSE AS SET FORTH IN THIS
AGREEMENT ("CONDITIONS PRECEDENT") HAVE BEEN SATISFIED AND FULFILLED, OR WAIVED
IN WRITING BY BUYER, THE PURCHASE PRICE SHALL BE PAID TO SELLER AT CLOSING, PLUS
OR MINUS PRORATIONS AND OTHER ADJUSTMENTS HEREUNDER, BY FEDERAL WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS.
2.2.
EARNEST MONEY.
NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE
COMPLETE EXECUTION AND DELIVERY OF THIS AGREEMENT (THE DATE UPON WHICH THIS
AGREEMENT HAS BEEN FULLY EXECUTED AND DELIVERED TO BOTH PARTIES, THE "EFFECTIVE
DATE"), BUYER SHALL DEPOSIT THE SUM OF $250,000.00 AS ITS INITIAL EARNEST MONEY
DEPOSIT (THE "INITIAL EARNEST MONEY") IN AN ESCROW (THE "ESCROW") WITH FIRST
AMERICAN TITLE INSURANCE COMPANY ("ESCROW HOLDER").
NO LATER THAN
2
TWO (2) BUSINESS DAYS AFTER THE REVIEW PERIOD EXPIRATION DATE (AS HEREINAFTER