Exhibit #10.35
XXXXXXX MONEY CONTRACT
(CONVENIENCE STORES)
XXXXX SYSTEMS, INC. and
DIAMOND MINI MART, INC.
X.X. Xxx 0000
Xxx Xxxx, Xxxxx 00000-0000
(SELLER)
- and-
STATE OIL COMPANY, LLC
XXXXX XXXXXX, its President
XXXXX XXXXXX, Individually
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
(PURCHASER/BUYER)
THE STATE OF TEXAS (S)
(S) BY THIS AGREEMENT WITNESSETH:
COUNTY OF MATAGORDA (S)
The undersigned XXXXX SYSTEMS, INC. and subsidiary, DIAMOND MINI MART,
INC., whose address is X.X. Xxx 0000, Xxx Xxxx, Xxxxx 00000-0000, hereinafter
referred to as SELLER, hereby agrees to sell and convey the hereinafter
described property described below to the undersigned STATE OIL COMPANY, LLC,
XXXXX XXXXXX, President and Individually, whose address is 0000 Xxxxx Xxxxx
Xxxx, Xxxxxxxxx, Xxxxx 00000, hereinafter referred to as Purchaser or Buyer, who
agrees to purchase, upon the terms and provisions herein contained, the
following described properties:
1. Diamond Mini Mart #118, 00000 XX 0000, Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx
Assignment of Leasehold Estate in that certain Lease Agreement dated June
19, 1986, between X. X. XXXXXX, XX. and wife, XXXXXXXXX XXXXXX, as Lessor,
and X. X. XXXXX, XX. as the original Lessee covering land and building
located at 00000 XX 0000, Xxxxxx, Xxxxx. Said Lease was subsequently
assigned on January 1, 1999, by Assignment of Lease from X. X. XXXXX, XX.
to DIAMOND MINI MART, INC. Said leased premises are more particularly
described on Exhibit "A-1" attached hereto. Also conveyed hereby is all
convenience store equipment and inventory, described on Exhibit "A-2"
attached hereto, and all gasoline dispensing equipment and tanks and fuel
inventories, described on Exhibit "A-3" attached hereto.
2. Diamond Mini Mart #307, 0000 X. Xxxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx, XX
Conveyance of land and building located at 0000 X. Xxxxxxxx, Xxxxxxx,
Xxxxx, more particularly described on Exhibit "B-1" attached hereto. Also
conveyed is all convenience store equipment and inventory, described on
Exhibit "B-2" attached hereto, and all gasoline dispensing equipment, tanks
and fuel inventories, described on Exhibit "B-3" attached hereto.
3. Diamond Mini Mart #309, 0000 X. Xxx. 00, Xxxxxx, Xxxxxxx Xxxxxx, XX
Assignment of Leasehold Estate in that certain Lease Agreement ") dated
April 13, 1984, entered into by and between X.X. XXXXXXX and wife, XXXXXXX
X. XXXXXXX, ("Lessor") and XXXXXX'X, INC. ("Lessee"), covering land and
building located at 0000 Xxxx Xxx. 59 in Ganado, Texas. XXXXXX'X, INC.
subsequently assigned its right, interest and title in said Lease to
DIAMOND MINI MART on August 1, 1994. Said leased
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 1
premises are more particularly described on Exhibit "C-1" attached hereto.
Also conveyed hereby is all convenience store equipment and inventory,
described on Exhibit "C-2" attached hereto, and all gasoline dispensing
equipment and tanks and fuel inventories, described on Exhibit "C-3"
attached hereto.
4. Diamond Mini Mart #000, XX 000 & Xxxxx Xxx., Xxxxxx, Xxxxxxx Xxxxxx, XX
Conveyance of land and building located at XX 000 & Xxxxx Xxx., Xxxxxx,
Xxxxx, more particularly described on Exhibit "D-1" attached hereto. Also
conveyed is all convenience store equipment and inventory, described on
Exhibit "D-2" attached hereto, and all gasoline dispensing equipment, tanks
and fuel inventories, described on Exhibit "D-3" attached hereto.
5. Diamond Mini Mart #000, Xxx. 00 Xxxxxx & Xxxx, Xxxxxxxx, Xxxxxxxx
County, TX
Conveyance of land and building located at Hwy. 59 Midway & Xxxx, Victoria,
Texas, more particularly described on Exhibit "E-1" attached hereto. Also
conveyed is all convenience store equipment and inventory, described on
Exhibit "E-2" attached hereto, and all gasoline dispensing equipment, tanks
and fuel inventories, described on Exhibit "E-3" attached hereto.
6. Diamond Mini Mart #000, 000 Xxx. 000 X., Xxxxx, Xxxxxxxx Xxxxxx, XX
Conveyance of land and building located at 000 Xxx. 000 Xx., Xxxxx, Xxxxx,
more particularly described on Exhibit "F-1" attached hereto. Also conveyed
is all convenience store equipment, described on Exhibit "F-2" attached
hereto, and all gasoline dispensing equipment, tanks, described on Exhibit
"F-3" attached hereto.
Sales Price
The total sales price, excluding inventories, for the property described
above, is ONE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS
($1,375,000.00), payable as follows: TWENTY-FIVE THOUSAND AND NO/100 DOLLARS
($25,000.00) in cash (U.S. Currency), which Buyer agrees to forthwith deposit
with First Southwest Land & Title Company, Houston, Texas, as Xxxxxxx Money to
bind this sale. Purchaser agrees that this xxxxxxx money goes hard and is
non-refundable to Purchaser following the first thirty (30) days from execution
hereof and at that time Purchaser will deposit an additional $25,000.00 with the
First Southwest Land & Title Company as additional xxxxxxx money. (See Paragraph
1. under "Additional Terms and Conditions"). The balance of the said purchase
price to be paid in cash at closing. Sales Price for all inventories shall be
paid in cash at time of closing, or on acceptable terms agreed to by Seller, or
at the time titles to inventories are conveyed by Xxxx of Sale on each location.
Inventories shall be priced as defined in this contract.
Gasoline Inventory
All gasoline inventory offered for retail sale shall be conveyed for the
price per gallon as listed below. Purchaser agrees to provide sales tax
exemption number or pay sales or use tax, if applicable:
The posted Rack Price at the terminal the branded product is purchased
plus all taxes and fees including G.W.P.A. plus the common carrier
freight rate. The rack price used for pricing the inventory will be
based on the rack price on the date of closing. Victoria Rack; Freight
Charge on a per gallon rate. The current rate for delivery is set out
below:
**DMM#118 (Texaco) $.0240 gas $.0280 diesel
DMM#307 (Chevron) $.0197 gas $.0232 diesel
DMM#309 (Chevron) $.0121 gas $ N/A
DMM#311 (Chevron) $.0240 gas $.0280 diesel
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 2
DMM#314 (Chevron) $.0085 gas $.0100 diesel
DMM#123 (Chevron - Closed - No Inventory)
** It is agreed between the parties that this location will be
converted to Exxon gasoline provided Exxon approves.
Merchandise Inventory
All inventory of goods and merchandise offered for retail sale shall be
conveyed for the sum of the retail value less thirty-two (32%) percent at the
close of the Seller's last business day for cash, SAVE AND EXCEPT cigarettes,
beer and supplies which shall be conveyed at cost. Seller and Purchaser agree
the dollar value of inventory at time of conveyance by Xxxx of Sale will be the
amount actually paid in cash for inventory. Seller to appoint one (1) inventory
person to price inventory and Purchaser to appoint one (1) person to price
inventory. Any differences to be reconciled by Buyer and Purchaser. The total
estimated value of inventory and supplies, excluding gasoline, for each location
is as follows:
DMM#118 - $25,000.00
DMM#307- $22,000.00
DMM#309 - $24,000.00
DMM#311 - $24,000.00
DMM#314 - $26,000.00
DMM#123 (Closed - No Inventory)
Any note to be executed by Buyer hereunder shall be secured by Vendor's
Lien and Deed of Trust with power of sale upon said property and with the usual
covenants and provisions as to taxes, hazard insurance, acceleration of maturity
on account of default and for attorney's fees and such note and Deed of Trust
with the Trustee named by the financial institution, are to be upon current
forms of the State Bar of Texas or forms meeting the approval of the hereinafter
named financial institution. Unless hereinafter otherwise provided, the
furnishing of such note and Deed of Trust and the recording thereof, shall be at
the expense of Buyer.
The closing of this sale transaction shall be on or before June 10, 2002
unless Purchaser or his attorney discovers any objections to title, in which
case said sale is to be closed when objections are removed, provided the
objections are removed within a reasonable time, which in no event shall be
extended beyond June 15, 2002.
Time is of the essence of this contract.
Upon failure of Buyer to comply herewith, Seller may at his option enforce
specific performance, or retain the initial deposit of $25,000.00 in xxxxxxx
money as liquidated damages as well as the additional $25,000.00 deposited as
xxxxxxx money. If title is found objectionable and is not cleared within the
time herein provided, or upon failure of Seller to comply herewith for any other
reason, Buyer may demand back the xxxxxxx money, thereby releasing Seller from
this contract, or Buyer may either enforce specific performance hereof or seek
such other relief as may be provided by law.
If Buyer is to secure a loan from a third party, all expenses and
conditions for securing and closing such loan shall be Buyer's obligation. If
Buyer, under the terms hereof, is to assume an existing loan, any transfer fee
charged for the transfer thereof shall be paid by Buyer and Buyer shall execute,
at the option and expense of Seller, a Deed of Trust to Secure Assumption, with
Trustee named by Seller.
SPECIAL PROVISIONS:
1. Buyer shall execute a lease on Store Nos. 118, 307, 309, 311, and 314
for a term of 90 days. The rental shall be $21,000.00 in cash payable
as follows: $7,000.00 on execution of lease, $7,000.00 due May 10,
2002, and $7,000.00 due June 10, 2002.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 3
The lease shall commence on April 10, 2002 and shall terminate on or
before July 10, 2002. Buyer shall have finalized and closed on the
properties as defined in this Xxxxxxx Money Contract and the lease.
Buyer accepts the properties in their present condition and shall be
responsible for payment of all expenses including maintenance, repairs
of all kinds, and shall pay all operating expenses incurred in the
operation of the locations.
2. Seller shall execute Bills of Sale on all inventories when the lease
is executed on the locations. Payment for inventories shall be as
follows:
Gasoline Inventory: As determined on page 2 of this contract and
shall be paid in cash.
Store Merchandise & Supplies: As determined on page 3 of this contract
and shall be paid with a cash payment of forty percent (40%) of
the total value. A Promissory Note will be executed by State Oil
Company, LLC and Xxxxx Xxxxxx, Individually, for the remaining
sixty percent (60%) of the total inventory value upon the
execution of the lease on the store locations. The Note shall be
due and payable in full on or before June 15, 2002, bearing
interest at the rate of six percent (6%). The Note will be
secured by a vendor's lien on inventory with power of sale.
3. Seller will pay current any taxes on the property being conveyed for
year ending 2001. Taxes for 2002 will be prorated using 2001 dollar
values. Seller will be charged by taxing authority and Purchaser will
be invoiced at time of closing for its prorata share.
4. Seller will provide a xxxx of sale conveying good and marketable title
to said c-store equipment and gasoline equipment & tanks when the sale
is closed.
5. For and in consideration of aforesaid, Purchaser agrees to execute on
closing of this transaction Assumptions of the two Lease Agreements in
effect on Diamond Mini Mart #118 and Diamond Mini Mart #309.
6. Purchaser also agrees to execute at closing Marketing and Supply
Contracts on each of the locations for the purchase of Chevron
Petroleum products (gasoline and diesel) (DMM#307, #309, #311, #314,
#123) and Texaco product (DMM#118) for resale from Xxxxx Systems, Inc.
Terms of the contracts to provide for primary term of five years with
a 5-year option period. The contracts call for the purchase price of
gasoline to be calculated at brand rack price plus taxes and fees and
a profit of $.025 per gallon. The freight rate to be charged on all
gallons shall be posted common carrier rates, plus all fuel and
insurance adjustments. The current rate to be charged is pursuant to
the schedule on Page 2 above. The contracts provides for a $.01 per
gallon rebate on all gasoline and diesel purchased in any given month.
The said rebate will be paid by the tenth day of the following month
for the preceding month. Additionally, the contracts provide an
additional rebate of $.0025 per gallon on all gallons purchased in
excess of a combined, aggregate 150,000 gallons per month at the six
locations (DMM#118, XXX#000, XXX#000, XXX#000, XXX#000, DMM#123). This
additional rebate will be paid by the tenth day of the following month
for the preceding month.
7. Additionally, on closing Purchaser will execute Concession Agreements
for the sale of beer and wine at the six locations.
8. Buyer has inspected the improvements on the property and accepts them
in their present condition. Seller had made no warranties or
representations with respect to the condition of the improvements or
the subsequent repair thereof by Seller. If the improvements are
materially damaged after the date hereof and prior to closing; then,
if Seller has not restored such improvements to substantially the same
condition in which they now exist prior to the closing date hereof,
Buyer may, at its option,
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 4
cancel this contract and receive a refund of the xxxxxxx money.
9. Buyer shall have the right to conduct an environmental inspection of
the subject properties at its expense. Buyer shall notify Seller the
date of any inspection in order for Seller to have its environmental
representatives on site for the inspection. A copy of the
environmental report shall be delivered to Seller. Upon completion of
the environmental inspection of the property; Buyer shall restore such
property to its present condition, repair any damages thereto, pay to
Seller the diminished value of the property in the event any damages
thereto are not or cannot be repaired, and indemnify and hold Seller
harmless of and from all loss, liability, costs and expenses with
respect to such environmental inspection.
ADDITIONAL TERMS AND CONDITIONS
1. Seller and Purchaser agree that this contract is contingent upon
Purchaser obtaining third party financing. Purchaser shall have a
maximum of 30 days to complete any inspections and to complete all due
diligence on the properties listed in this contract. The xxxxxxx money
of $25,000 shall be non-refundable after 30 days and Seller may retain
the $25,000 as liquidated damages in the event this transaction is not
closed through no fault of the Seller. On the expiration of the first
30 days of this contract, Purchaser agrees to immediately place an
additional $25,000 in xxxxxxx money with First Southwest Land & Title
Co. to continue to bind this sale until the final closing date no
later than June 15, 2002. This additional xxxxxxx money of $25,000
shall be non-refundable after June 15, 2002 and Seller may retain the
additional $25,000 as further liquidated damages in the event this
transaction is not completed through no fault of the Seller.
2. It is understood, agreed and expressly herein provided that Buyer is
not buying any stock of any nature in any corporation; but Buyer is
merely buying the convenience store business, c-store equipment and
gasoline dispensing equipment and tanks described herein.
3. Seller further attests that all tanks and lines currently meet the
Texas Natural Resources Conservation Commission's regulations and all
tanks are registered with the T.N.R.C.C. THIS SALE IS MADE ON AN "AS
IS AND WHERE IS BASIS", without warranty as to the fitness for use of
any equipment, tanks, or lines for any period of time that are sold
and transferred hereunder.
4. Seller has disclosed to Buyer that the property DMM#118 and DMM#314
have been designated by the Texas Natural Resources Conservation
Commission (TNRCC) as an L.P.S.T. Sites (Site Nos. 113634 and 113764,
respectively) and that currently remediation work is being performed
by Edco Environmental Systems, Inc. under the approval of TNRCC
regulations. All deductibles have been paid. Cost for remediation work
is paid by TNRCC. Edco Environmental will continue with the
remediation work until a clean closure is obtained from the TNRCC.
Diamond Mini Mart, Inc. will continue to be the responsible party
pending clean closure of the site. Once clean closure is obtained from
the TNRCC, all future responsibilities will belong to the Buyer.
Copies of the L.P.S.T. site documentation will be provided by Seller
upon request.
Purchaser is warned that any storage tank(s) included in this sale
contains explosive gases, and have been used for the storage of motor
fuels containing tetraethyl lead or other antiknock compounds which
have made such tank(s) unfit for storing food or water products for
consumption by animals or humans; and Purchaser expressly agrees not
to use or permit the use of such tank(s) for said purposes. In the
event that as part of this sale, Purchaser is to remove any
underground storage tank(s) from the aforesaid premises, Purchaser
hereby expressly agrees and binds itself, its successors and assigns
to complete such removal at their sole risk and expense.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 5
In consideration of the price at which said equipment is sold,
Purchaser by the acceptance of this Xxxxxxx Money Contract releases,
indemnifies and agrees to save harmless Seller from and against any
and all claims and liability, causes of action at law or in equity for
loss, damage, or injury (including death) to persons and property
(including but not by way of limitation, purchaser and the agents,
servants, employees and representatives of Purchaser and the property
of any of them), however and from whatsoever cause or source arising
or occurring, whether from the acquisition or use of said equipment or
otherwise, with the exception, however, of the aforesaid warranty of
title to Purchaser.
5. Purchaser agrees to execute applicable TNRCC form to transfer the
ownership of underground storage tanks and pay future registration
fees.
6. Purchaser and Seller agree that this contract is contingent upon a
satisfactory workout agreement on the debt between Xxxxx Systems, Inc.
and JPMorgan Chase Bank. Chase is the first lienholder on five of the
six store locations and must agree to the terms of the sale.
7. At closing broker fees will be paid by Seller as follows:
Xxxxxx'x, Inc. - 2% of Contract Sales Price
Xxxxxx Real Estate - 2% of Contract Sales Price
This agreement constitutes the sole agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties respecting the sale of properties described herein.
AMENDMENT: No amendment, modification, or alteration of the terms hereof
shall be binding unless the same be in writing, dated subsequent to the date
hereof and duly executed by the parties hereto.
EXECUTED in multiple copies this _______ day of April, 2002.
SELLER:
WITNESS: XXXXX SYSTEMS, INC.
X.X. Xxx 0000
Xxx Xxxx, Xxxxx 00000-0000
________________________ By_________________________________
X.X. Xxxxx, Xx., President
WITNESS: DIAMOND MINI MART, INC.
X.X. Xxx 0000
Xxx Xxxx, Xxxxx 00000-0000
________________________ By_________________________________
X.X. Xxxxx, Xx., President
PURCHASER:
WITNESS: STATE OIL COMPANY, LLC
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
________________________ By:__________________________________
Xxxxx Xxxxxx, President
________________________ By:__________________________________
Xxxxx Xxxxxx, Individually
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 6
EXHIBIT "A-1"
Diamond Mini Mart #118
00000 XX 0000
Xxxxxx, XX 00000
Conveyance of Leasehold Estate in that certain Lease Agreement for the lease of
premises located at 00000 XX 0000, Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx, and more
particularly described as follows:
Lots Three (3) and (4), Block Six (6) of the Townsite of Boling, Xxxxxxx
County, Texas
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 7
EXHIBIT "A-2"
CONVENIENCE STORE EQUIPMENT
Diamond Mini Mart #118
00000 XX 0000
Xxxxxx, XX 00000
1 - Backroom PC (Pentium 133mhz; 32Mb Ram, CD-Rom,
15" Monitor, Keyboard & Mouse, Windows 95)
2 - TEC MA-1450 Registers
1 - 12' Cabinet with 2 1/2' Beer Chest with Wood Shelves
- 20' Builtin Shelf
1 - 10 Door Walkin Cooler 29'x 10'
1 - 2 Door Metal Cabinet
- 12' x 6' High Metal Wall Gondola
1 - VCR Case with VCR & Camera
1 - 32' Double Sided Gondola
1 - 2 Door Ice Merchandiser
1 - 2 Door Upright Freezer Ice Cream
1 - Manitowoc Series 1000 Ice Maker with Bin
1 - 20' U-Shaped Checkout Stand
1 - 3' Masterbilt Hot Xxx
0 - 0' Xxxxxxxxxx Xxx Xxx Xxxxxxxx Xxxx
0 - 0 Person Booths
1 - 2-Person Booth
1 - 6' Storage Unit
1 - Gilbarco Console
1 - Manual Credit Card Unit
1 - Tacc II Safe
1 - Small Desk & Chair
1 - Texas Instruments Calculator
1 - Vulcan Electric Stove with Oven
1 - Altosham Fryer
1 - Star Grill
1 - Cecilware Small Fryer
1 - Small Xxxxxxxxxx Xxxx Freezer
1 - 5' Work Table
1 - Single Door Freezer True
1 - Single Door Cooler True
1 - Redco Slicer
1 - Hand Sink
1 - 3-Compartment Sink
1 - Rheem Water Heater
2 - 4' Storage Shelves
1 - 6' Stainless Steel Work Table
2 - 4-Slice Toasters
1 - 2' Fried Chicken Ready Station
1 - Time Clock & Rack
1 - Black & White Monitor
1 - Magic Chef Microwave
- Miscellaneous Kitchen Equipment
4 - Trash Cans
1 - Xxxxxx 8 & 10 Storage Building
1 - Beverage Air Single Door Cooler
1 - Mop Bucket
1 - Air Compressor
1 - 2-Wheel Dolly
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 8
EXHIBIT "A-3"
GASOLINE DISPENSING EQUIPMENT
AND UNDERGROUND STORAGE TANKS
at
Diamond Mini Mart #118
00000 XX 0000
Xxxxxx, XX 00000
4 - Gilbarco Dual-Dual Dispensers Double Hose Units Single Product per
Hose 4-Products
1 - Gilbarco Console
3 - 6,000 Gallon Underground Storage Tanks (S/W Steel Construction)
together with all underground piping and electrical to island
1 - 4,000 Gallon Underground Storage Tank (S/W Steel Construction)
together with all underground piping and electrical to island
1 - Canopy (1,020 sq.ft.), Metal Structure w/ Metal Panels on concrete
foundation, with 8-recessed lighting fixtures
4 - Submergible Pumps
1 - Cathodic Protection System
All underground piping, valves, manholes and all electrical conduit.
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty, either
express or implied, as to the fitness for use of any of the equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 9
EXHIBIT "B-1"
Diamond Mini Mart #307
0000 X. Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Conveyance of Land and Improvements (c-store building) located at 0000 X.
Xxxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, and being more particularly described
as follows:
Lot 3 in 0X, Xxxxx 00, Xxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx.
Said property fronting 175' on X. Xxxxxxxx Rd. by 228' deep.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 10
EXHIBIT "B-2"
CONVENIENCE STORE EQUIPMENT
at
Diamond Mini Mart #307
0000 X. Xxxxxxxx
Xxxxxxx, XX 00000
1 - Backroom PC (Pentium 133mhz; 32Mb Ram, CD-Rom,
15" Monitor, Keyboard & Mouse, Windows 95)
1 - TEC MA-1450 Register
1 - Pole Sign
2 - Flush Mount Outside Building Sign Can
1 - Drive Thru Menu Board
1 - Autotec Soft Cloth Carwash & Equipment
8 - Outside Trash Cans
2 - Windshield Wash Stations
5 - 4-Person Booths
2 - 2-Person Booths
1 - 2 Door Ice Merchandiser
- 8'x6' High Wall Gondola
1 - 6' Ladder
1 - Monitowoc Ice Maker with Bin
- 10' Wall Wood Shelf
1 - 11 Door L-Shaped Walkin Cooler with Builtin Wooden
Shelves 30'x10'
- 24' Double Sided Gondolas
1 - 6' Universal Ice Cream Box
1 - 4' Pastry Case
1 - 17' Sales Checkout Counter
1 - 12' Counter with Sign
1 - 24' Counter with 6' Builtin Beer Chest
2 - 4-Person Tables
3 - 2-Person Tables
14 - Chairs
1 - Microwave
1 - VCR Cabinet with 2 VCR & 1 Camera & 2 Black &
White Monitors
1 - 4' Venthood
1 - Universal Walkin Freezer 8'x10'
1 - Bakers Pride Oven c1849
1 - Fedeal Proofer #30243
1 - 3-Compartment Sink
1 - Desk & Chair
1 - 4-Drawer Filing Cabinet
1 - Auto Tank Gauge & Monitor
1 - Bread Rack
1 - Compartment Stainless Steel Sink
1 - Xxxx Hot Water Dispenser
1 - Steam Table Regulator
1 - Fryer Glass Table Combo 8'
1 - 10 Shelf Proofer
1 - Flat Bread Heater
1 - 4' Work Table Stainless
1 - 4' Cabinet
3 - Register Computers
1 - 2' Ice Bin
1 - Bevless 2-Door Cabinet
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 11
Diamond Mini Mart #307 - Store Equipment Continued:
1 - Mini Station
1 - 4' Cabinet with Sink
1 - 6' Cabinet
1 - Tacc II Safe
1 - Calculator
1 - 1 1/2 HP Air Compressor
1 - Time Clock
- Miscellaneous Kitchen Equipment
1 - Call Station
1 - Mop Bucket & Mop Sink
1 - Xxxxx Hot Water Heater
1 - Slicer
1 - Kitchen Timer Microwave
1 - Toaster
1 - 2-Burner Hot Plate
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 12
EXHIBIT "B-3"
GASOLINE DISPENSING EQUIPMENT
AND UNDERGROUND STORAGE TANKS
at
Diamond Mini Mart #307
0000 X. Xxxxxxxx
Xxxxxxx, Xxxxx 00000
1 - Xxxxx Plus Console
4 - Fuel Dispensers: 4-Dual sided triple hose dispensers,
1-hose per grade (includes diesel), pay at pump capability
4 - 10,000 Gallon Steel Underground Storage Tanks together
with all underground piping and electrical
1 - Canopy (2,272 sq.ft. covered area); Metal Structure &
Metal Panels; 12 lighting fixtures
1 - Chevron Sign w/ Chevron Logo & Fuel Prices
4 - Submersible Pumps
1 - Cathodic Protection System
All underground piping, valves, manholes and all electrical conduit.
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty, either
express or implied, as to the fitness for use of any of the equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 13
EXHIBIT "C-1"
Diamond Mini Mart #309
0000 Xxxx Xxx. 00
Xxxxxx, Xxxxx
Conveyance of Leasehold Estate in that certain Lease Agreement for the lease of
premises located at 0000 Xxxx Xxx. 00, Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx, and more
particularly described as follows:
FIRST TRACT:
All of Lot No. Seven (7), Block No. Two (2) of Xxxxxxxx First Addition to
the Town of Ganado, as shown by map or plat of said Addition of record in
Volume 2, Page 102, Plat Records of Xxxxxxx County, Texas, LESS, HOWEVER, a
strip 19-1/2 feet wide off of the East side of said lot deeded by X. X.
Xxxxxxx to the County of Xxxxxxx by Deed dated May 31, 1949, and of record
in Volume 186, Page 542 of the Deed Records of Xxxxxxx County, Texas.
SECOND TRACT:
Nineteen and one-half (19-1/2) feet off the entire East side of Lot Six (6)
in Block Two (2) of the Xxxxxxxx First Addition to the Town of Ganado, in
Xxxxxxx County, Texas, SUBJECT, HOWEVER, to the mineral reservation
contained in a deed dated May 5, 1949, from X. X. Xxxxxxxx to Xxxx
Xxxxxxxxx.
LESS AND EXCEPT, that certain lot or parcel of land off the North end of
"First Tract" and "Second Tract" above described which was conveyed to the
State of Texas for highway purposes by Xxxxxx Xxxxx Xxxxxxx et vir by Deed
dated June 12, 1969 and recorded in Volume 429, Page 435 of the Deed
Records of Xxxxxxx County, Texas but it is the intention of Grantors to
convey, and they do hereby convey, the mineral interest reserved by them in
said Deed.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 14
EXHIBIT "C-2"
CONVENIENCE STORE EQUIPMENT
at
Diamond Mini Mart #309
0000 Xxxx Xxx. 00
Xxxxxx, Xxxxx
1 - Backroom PC (Pentium 133mhz; 32Mb Ram, CD-Rom,
15" Monitor, Keyboard & Mouse, Windows 95)
1 - TEC MA-1450 Register
1 - Casio Calculator
1 - Desk Stool
1 - 6' Horizontal Universal Xxxxx Ice Cream Merchandising
Cabinet - Serial #5367F
1 - Tidel Timed Access Safe - Serial #35326
1 - Xxxxxx Time Clock
1 - Mop & Bucket
1 - Push Broom
1 - Small Hot Water Heater
2 - Fire Extinguishers
1 - Wooden Cabinet
1 - Custom Checkout
1 - Custom Work Counter
1 - Custom Drink/Ice/Beer Center
1 - Telephone
1 - Custom Food Bar
1 - Xxxxxxxxx Ice Merchandiser - Serial #978 AX
- 24' Gondola
1 - Manitowoc Ice Maker
1 - 10 Door Walkin with Wooden Shelves -
Serial #984F00549 00948
1 - Star Hot Dog Rollergrill
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 15
EXHIBIT "C-3"
GASOLINE DISPENSING EQUIPMENT
AND UNDERGROUND STORAGE TANKS
at
Diamond Mini Mart #309
0000 Xxxx Xxx. 00
Xxxxxx, Xxxxx
(1) MicroMax Pro 1 Fuel Console
(1) S/W Model 4331 MPD Serial #4307703
(1) 24' x 24' Canopy with 6 Lights
(3) 10,000 Gallon Underground Storage Tanks (Steel)
(3) Overfill Units
(3) Spill Prevention Units
(3) Submersible 3/4H.P. Pumps
(3) Automatic Leak Detectors
(1) Cathodic Protection System
(2) Vapor Monitoring Xxxxx
(2) Area Lights
(1) Windshield Washer Service Cabinet
(1) Sign, Sign Pole for Store Name
All underground piping and electrical conduit, valves
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 15
EXHIBIT "D-1"
Diamond Mini Mart #000
XX 000 xxx Xxxxx Xxxxxx
Xxxxxx, Xxxxx
Conveyance of Land and Improvements (c-store building) located at XX 000 & Xxxxx
Xxx., Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx, and being more particularly described as
follows:
0.325 acres out of the X.X. Xxxxxx 3-1/16 League Grant, Abstract 2, Xxxxxxx
County, Texas
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 17
EXHIBIT "D-2"
CONVENIENCE STORE EQUIPMENT
Diamond Mini Mart #000
XX 000 xxx Xxxxx Xxx.
Xxxxxx, Xxxxx
(1) Backroom PC (Pentium 133mhz; 32Mb Ram, CD-Rom,
15" Monitor, Keyboard & Mouse, Windows 95)
(1) TEC MA-1450 Register
(1) TACII Safe
(1) Pizza Inn Building Sign
(4) Trash Cans
(5) 4-Person Seating Booths
(1) 6' Universal Xxxxx Frozen Food Cabinet
(1) 14' Custom Checkout
(1) 8' Pizza Inn Counter
(1) 3' Pizza Inn Display Counter
(1) 4' XxXxx Cold Display Box, Serial No. 35357
(1) 20' Custom Beverage Bar
(1) Microwave Oven
(1) Xxxxxxxxxx Ice Merchandiser, Serial No. 742144
(1) 4' x 6' Custom Display Fixture
(7) 4' Sections Double-Sided Shelving & Shelves
(1) 33' Custom Walk-In with 12 Doors/Racks/Lights
(1) 6' x 8' Custom Walk-In Freezer
(1) Xxxxxx Frozen Condensing Unit
(3) Xxxx Condensing Units, Serial Nos. DME4114, DME0667,
and DME 0664
(3) 4' Storage Racks
(1) 5' Pizza Make Uptable (True), Serial No. 11877857
(2) QuickStop Scales
(1) Convection Oven
(1) 3' Stainless Steel Work Table
(1) 5' Custom Sink Cabinet
(1) 5' Custom Cabinet
(1) Globe Slicer
(1) Somerset Dough Roller, Serial No. 92095906
(1) Beverage Work Table, Serial No. KTR60
(1) Welbilt Dough Mixer, Serial No. 010000005FA
(1) 2-Track Pizza Oven (Lincoln) & Stand
(1) 5' Custom Cabinet
(1) 9' x 5' Venthood with Fire System
(1) 2' Beverage Air Cooler, Serial No. 4029587
(1) 6' 3-Compartment Sink with 2 Faucets
(1) Manitowoc Series 1000 Ice Maker with Bin
(1) Mop Sink
(1) Stepladder
(1) 15' Section Custom Wooden Shelving
(1) 4' Storage Rack
(1) Video Security System, Camera, Monitor, Recorder & Box
(1) Personal Computer, Pentium 133, Monitor, Printer
(1) 4-Drawer Filing Cabinet
(1) Desk & Chair
(1) Calculator
(2) Telephones
Various Pots, Pans, Pizza Pans, Utensils
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 18
EXHIBIT "D-3"
GASOLINE DISPENSING EQUIPMENT
AND UNDERGROUND STORAGE TANKS
at
Diamond Mini Mart #000
XX 000 & Xxxxx Xxx.
Xxxxxx, Xxxxx
(1) Southwest Console, Serial No. 5187
(1) 25' x 30' Canopy with 6 Lights
(3) Southwest Pump 2-Product Dispensers, Serial Nos.
64030004 8/84; 64030005 8/84; 64030003 8/84
(2) 4,000 Gallon Underground Storage Tanks, together with all piping
to the gasoline island
(2) 8,000 Gallon Underground Storage Tanks, together with all piping
to the gasoline island
(4) Submersible Pumps
(4) Overfill Valves
(4) Spill Prevention Manholes
(1) Diamond Mini Mart Sign & Pole
(2) Area Lights & Poles
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 19
EXHIBIT "E-1"
Diamond Mini Mart #000
Xxx. 00 Xxxxxx & Xxxx
Xxxxxxxx, Xxxxx 00000
Conveyance of Land and Improvements (c-store building) located at Hwy. 59 Midway
& Xxxx, Victoria, Texas, and being more particularly described as follows:
Tract 14, X. Xxxxxxxx Survey, Abstract 103, Victoria, Victoria County, Texas
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 20
EXHIBIT "E-2"
CONVENIENCE STORE EQUIPMENT
at
Diamond Mini Mart #000
Xxx. 00 Xxxxxx & Xxxx
Victoria, Texas
1 - Backroom PC (Pentium 133mhz; 32Mb Ram, CD-Rom,
15" Monitor, Keyboard & Mouse, Windows 95)
2 - TEC MA-1450 Registers
1 - Tidel Time Release Safe - #34084
1 - Norfab Food Warmer Display Box - Serial #24885
4 - Plymouth Double Booths
1 - Star 2 Basket Fryer
1 - Lang Stove Grill
1 - Stainless Steel 3-Compartment Sink
1 - Xxxxxxxxx 1-Door Ice Merchandiser
1 - Walkin Cooler with 11 Doors - Universal Xxxxx Brand
with Compressors
1 - Checkout Counter (16' Long)
1 - Assortment of Display Countes (Approx. 32')
1 - 2 Door Universal Freezer
1 - BBQ King BBQ Machine
2 - Desk with Chair
1 - Food Processor
1 - Set (approx. 48') 54" High Metal Shelving
3 - Fire Extinguishers
1 - Upright Safe
2 - Calculators
10 - Outside Trash Cans
4 - Windshield Stations
1 - Scale
1 - Berkel Slicer - Serial #03103
1 - Toaster
1 - Numerous Pots, Pans & Kitchen Utensils
1 - Venthood and Ansul System
1 - Utility Cart
1 - Medium Hot Water Heaters
1 - Mops & Buckets
1 - 4's Hot Deli Box
1 - 4' Cold Deli Box - Masterbilt
1 - Microwave
1 - Pastry Case
1 - Manitowoc 1100 Ice Maker and Bin
1 - Builtin Wooden Xxxxxxxx
0 - Xxxxxxxxxx - 0 Xxxxx
0 - 0 Door File
1 - Wet-Dry Vac
1 - 4'x3' Stainless Work Table
1 - Space Heater (Oil)
1 - Star Xxxx Warmer
1 - Metal Shelving 4' x 6'
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 21
EXHIBIT "E-3"
GASOLINE DISPENSING EQUIPMENT
AND UNDERGROUND STORAGE TANKS
at
Diamond Mini Mart #000
Xxx. 00 Xxxxxx & Xxxx
Victoria, Texas
1 - Xxxxx Decade 2400 Fuel Console
6 - Dual Dispensers
Model E-L Serial #515726
Serial #515725
Serial #515728
Serial #515729
Serial #515730
Serial #515727
1 - 30x54 Lighted Canopy with 8 Lights
1 - 28x65 Lighted Canopy with 12 Lights
5 - 10,000 Gallon UST's (Steel)
1 - 6,000 Gallon UST's (Steel)
3 - High Speed Diesel Fuel Dispensers with Satellite Dispensers
- All underground piping and submerged pumps for dispensing and venting of
gasoline tanks and all electrical conduit needed for operation of
dispensing equipment.
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 22
EXHIBIT "F-1"
Diamond Mini Mart #000
000 Xxx. 000 Xx.
Xxxxx, Xxxxx
Conveyance of Land and Improvements (c-store building) located at 000 Xxx. 000
Xxxxx, Xxxxx, Xxxxxxxx Xxxxxx, Xxxxx, and being more particularly described as
follows:
Xxxx 0, 0, xxx 0, Xxxx'x Xxxxxxxxxxx Number One, X. X. Xxxxx Survey,
Abstract 66, City of Clute, Texas, according to the map or plat of said
subdivision on file in the office of the County Clerk of said County, being
the same land conveyed to Xxxxxxx X. Xxxxxxx by Deed dated October 28,
1991, from Xxxxx Xxx Xxxxxxx, a widow, recorded in Volume 963, Page 697 of
the Official Records of Brazoria County, Texas, together with all
improvements thereon situated, known as 000 X Xxxxx Xxxxxxx 288 B
(Brazosport Boulevard), Clute, Texas, LESS AND EXCEPT the triangular tract
out of the southernmost portion of Lot 3 and the 0.0493 acres out of Lot 1
as described in the above-mentioned Deed, to which reference is here made
for a complete description thereof.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 23
EXHIBIT "F-2"
CONVENIENCE STORE EQUIPMENT
at
Diamond Mini Mart #123
000 Xxxxxxx 000 Xx.
Clute, Texas
1 - TACII Safe, Serial #47812
1 - 4' IceCream Freezer, Serial #267411
2 - 16' DoubleSided Gondolas
1 - 600-lb Hoshizaki IceMaker
1 - 1100-lb Ice Storage Bin
1 - 8-Door Walk-In Cooler - 8' x 20'
1 - 8' Metal Cabinet/Counter for Fast Foods, etc.
1 - 24' of Wooden Counters in Checkout Area
1 - 3-Compartment Sink
1 - 2-Drawer File Cabinet
1 - 2-Chevron Style Trash Containers
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 24
EXHIBIT "F-3"
GASOLINE DISPENSING EQUIPMENT
AND UNDERGROUND STORAGE TANKS
at
Diamond Mini Mart #000
000 Xxxxxxx 000 Xx.
Xxxxx, Xxxxx
(1) Chevron Branded 35' x 60' aluminum canopy with 2 steel column supports, 8
mercury vapor light fixtures
(3) 10,000 Gallon Underground Storage Tanks, together with all piping and
electrical to the gasoline island
(1) Pressurized Underground Fiberglass Piping System with Release Detection
System equipped for Tightness Test, inventory control, line leak detection
and automatic intake monitoring
Cathodic Corrosion Protection System
Spill & Overfill Protection System, including tight fitting spill
container/liquid- tight sump & shut-off valve
Vapor Recovery System, Stage II
(2) Schlumberger Model 4331-6A-VG, Fuel Pumps, Double Multi-Product Dispensers,
Electronic with cardreaders, Serial Nos. 4306689-8/95 and 4306688- 8/95
(1) Xxxxx Model WP/CT, Serial No. 953155-E6
(1) Back-Lighted sign, double faced, approx. 5' x 6' x 24' high, single-pipe
column support, Chevron brand
This equipment is sold on an "AS IS WHERE IS BASIS", without warranty,
either express or implied, as to the fitness for use of any of the
equipment.
Initials:
_______________ XXXXXXX MONEY CONTRACT
_______________ PAGE 25
