CONTRACT FOR SALE OF REAL ESTATE
THIS CONTRACT FOR SALE is made on March 30, 1995, between HARRY J.
MUHLSCHLEGEL AND KAREN MUHLSCHLEGEL, his wife whose address is 4 Stags Leap
Court, Tabernacle, New Jersey, hereinafter referred to as Seller, and JEVIC
TRANSPORTATION, INC., of 600 Creek Road, Delanco, New Jersey, hereinafter
referred to as Buyer.
1. PURCHASE AGREEMENT
The Seller agrees to sell and the Buyer agrees to buy all that land,
buildings, structures and fixtures on land in the municipality of Delanco,
County of Burlington and, State of New Jersey, being commonly known as 600 Creek
Road, Delanco, New Jersey. It appears on the Municipal Tax Map as Block 2000,
Lot Nos. 13.02 and llB. A description of the boundaries of the land is attached
as Schedule "A". Seller shall also convey all of the Seller's rights relating to
the land.
2. PERSONAL PROPERTY AND FIXTURES
The property being transferred includes all fixtures permanently attached
to the building.
3. PURCHASE PRICE
The purchase price is $5,542,062.00. (The purchase price was determined by
using an appraisal of $7,500,000.00 and subtracting the sum of $1,957,938.00 in
leasehold improvements made by the Buyer.)
4. PAYMENT OF PURCHASE PRICE
The Buyer will pay the purchase price as follows:
A. Assumption of Mortgage held by United Jersey Bank in
1
the sum of $4,401,602.73.
B. The sum of $1,140,459.27 to be paid to Seller as follows: The Buyer
shall execute a promissory note in favor of seller in the sum of $1,140,459.27
which shall bear interest at the rate of eight per cent (8%) per annum and shall
be payable in five (5) years. There shall be semi-annual payments of principal
each in the sum of $114,045.93 plus accrued interest commencing September 30,
1995 and on March 31 and September 30 of each succeeding year until paid in
full. The note shall further provide that in the event there is a public
offering of the Buyer's corporate stock the principal balance due and any
accrued interest shall become immediately due and payable.
5. DEPOSIT MONIES
There will be no deposit monies.
6. MORTGAGE CONTINGENCY
This agreement is not subject to any mortgage contingency. The parties
acknowledge that United Jersey Bank has consented to the assumption.
7. TIME AND PLACE OF SETTLEMENT
At settlement, the Seller shall transfer ownership of the property by deed
to the Buyer and the Buyer shall pay the Seller the purchase price. Settlement
shall take place at the office of the Buyer at 600 Creek Road, Delanco, New
Jersey, or other agreeable location on or before March 31, 1995 at 3:30 o'clock
P.M.
2
8. TYPE OF DEED
The Seller shall provide to Buyer and Buyer agrees to accept a deed known
as a Bargain and Sale Deed with Covenants as to Grantor's Acts. The deed shall
be in the proper statutory form for recording in the appropriate Clerk's office
or Register of Deeds.
9. QUALITY AND INSURABILITY OF TITLE
The title to be transferred shall be marketable title of record and
insurable at regular rates by a reputable title insurance company authorized to
do business in the State of New Jersey. The title shall be free and clear of all
encumbrances, including municipal liens and assessments and liabilities for
future assessments for improvements now being constructed.
The title shall be subject to all existing utility easements and
restrictions of record, if any. (An easement is a right of a person other than
the owner of the property to use a portion of the property for a special
purpose.)
A violation of any restriction shall not be reason for Buyer refusing to
complete settlement as long as the title insurance company insures the Buyer
against actual loss at regular rates, and the violation does not restrict the
ordinary use of the property. The Seller, however, guarantees that there are no
restrictions in any conveyance or plans of record which would prohibit or
interfere with the use and/or occupancy of the property as a warehouse.
The Seller states that all buildings and other improvements on the property
are within its boundary lines and that no improvements on adjoining properties
extend across the boundary lines of this
3
property. This provision shall not apply to any driveways or fences which may
not coincide with title lines.
If the Seller is unable to transfer the quality of title as stated herein
and the Buyer is unwilling to accept the Seller's title without a reduction of
purchase price, then this contract shall be null and void.
The title shall be conveyed subject to all liens and exceptions as appear
on the current policy of title insurance as issued by First American Title
Insurance Company through their agent Settler's Title Agency.
10. POSSESSION
Possession and occupancy has already been given to buyer. There will be no
adjustment of any rent at time of closing.
11. SELLER'S WARRANTIES
There are no warranties. The property is being conveyed AS-IS.
12. RISK OF LOSS
The risk of loss or damage to the property by fire or otherwise, excepting
ordinary wear and tear, is the liability of the Buyer until settlement.
13. RELIANCE
This contract is entered into by the Seller and Buyer based upon their
independent knowledge of the value of the property and their full understanding
of the meaning of all of the provisions of this contract and not upon any
representations made by either of them to the other.
4
14. SETTLEMENT COSTS AND ADJUSTMENTS
The Buyer shall be responsible for all closing costs.
15. COMPLETE AGREEMENT
This contract is deemed to be the entire and only agreement between the
Buyer and Seller. This contract replaces and cancels any previous agreement
between the parties. This contract can only be changed by an agreement in
writing signed by both the Buyer and Seller. The Seller states that the Seller
has not made any other contract to sell the property to anyone else. Any
representations not contained in this contract are of no effect.
16. PARTIES LIABLE
This contract is binding on all parties who sign it and all who succeed to
their rights and responsibilities.
17. NOTICES
All notices under this contract must be in writing. The notices must be
delivered personally or mailed by certified mail, return receipt requested, to
the other party at the address written in this contract or to that party's
attorney.
18. ASSIGNMENT
This contract shall not be assigned.
/s/ HARRY J. MUHLSCHLEGEL
---------------------------
HARRY J. MUHLSCHLEGEL, Seller
/s/ KAREN MUHLSCHLEGEL
---------------------------
KAREN MUHLSCHLEGEL, Seller
JEVIC TRANSPORTATION, INC.
/s/ HARRY J. MUHLSCHLEGEL
----------------------------
by HARRY J MUHLSCHLEGEL, President
5