<PAGE>
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
---------------------------
THIS AGREEMENT, made as of this ______ day of January, 2007, by
and
between DEACON ENTERPRISES, INC., a Michigan Corporation, whose
address is 600
South Deacon, Detroit, Michigan 48217 ("Seller"), and
VOYAGERPETROLEUM, INC., a
Nevada corporation, whose address is 16 East Hinsdale Ave.,
Hinsdale, Illinois
60521, ("Purchaser").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and
other
good and valuable consideration, the receipt of which is hereby
acknowledged, it
is agreed by and between the parties hereto as follows:
1. PROPERTY. Seller hereby agrees to sell to Purchaser, and
Purchaser
hereby agrees to purchase from Seller, land located in the City of
Detroit,
County of Wayne, State of Michigan, as more particularly described
in EXHIBIT
"A" attached hereto and made a part hereof, together with all
tenements,
hereditaments and appurtenances thereto, all easements, land
division rights,
timber, air, mineral, subsurface, riparian and other rights and
interests
appertaining thereto owned by Seller and all fixtures, tanks,
buildings,
structures and other improvements thereon owned by Seller
(collectively the
"Property"), upon the terms and conditions hereinafter stated in
this Purchase
and Sale Agreement ("Agreement").
2. PURCHASE PRICE. The Purchase Price to be paid for the Property
shall
be Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00)
("Purchase
Price").
3. PAYMENT OF PURCHASE PRICE. The Purchase Price, less the Deposit,
and
plus or minus the net of the adjustments, prorations and credits
contained in
Paragraph 4, shall be paid by Purchaser to Seller in certified
funds at Closing,
as defined in Paragraph 10 of this Agreement.
4. ADJUSTMENTS, PRORATIONS AND CREDITS. The Purchase Price shall
be
adjusted by the net of the following adjustments, prorations and
credits which
shall be computed in the following manner:
A. All real and personal property taxes and assessments
(general or special) which have become a lien on the Property, all
charges for
improvements or services already made to, or which benefit the
Property which
have not yet become a lien on the Property; and all assessments
(general or
special) arising out of or in connection with any assessment
district created or
confirmed prior to the date of Closing shall be paid in full by
Seller at
Closing, whether due in installments or otherwise. All current
taxes shall be
prorated and adjusted as of the date of Closing in accordance with
the due date
of the municipality or taxing unit in which the Property is
located. The
provisions of Public Act of 1994, Nos. 80 and 279 which change the
lien date of
certain real property taxes shall not apply.
B. Water, sewer, electricity, gas and other public utility
bills for services rendered before Purchaser or its affiliate begin
occupying
the Property, shall be paid by Seller before Closing. Upon Closing,
water,
sewer, electricity, gas and other public utility bills for such
period of time
<PAGE>
shall be adjusted and prorated to such date, however, no proration
shall be made
for public utilities, if in lieu thereof, the respective utility
companies are
able to bill separately for the amount of utilities consumed
through the morning
of such date. In such event Seller shall pay the bills rendered for
such
utilities consumed to the morning of such date upon receipt
thereof.
All prorations and adjustments shall be made with the day of
Closing being charged and credited to the Purchaser.
If for a period of forty-five (45) days after the Closing
either Seller or Purchaser discovers any inaccuracies or errors in
the
adjustments, prorations or credits computed at the Closing, Seller
and Purchaser
shall each take such action and pay such sums as may be necessary
so that the
said adjustments, prorations and credits shall be in accordance
with the terms
of this Agreement, and the obligations of either party to pay any
such amount
shall survive the Closing.
5. DEPOSIT. Within two (2) business days after the Effective
Date,
Purchaser shall deposit the sum of Thirty-Five Thousand Dollars and
00/100
($35,000.00) (the "Deposit") with Philip R. Seaver Title Company,
Inc. (the
"Escrow Agent") as a good faith deposit hereunder. Said Deposit and
any accrued
interest earned thereon shall be applied to the Purchase Price at
Closing in the
event Purchaser consummates the transaction contemplated hereby.
Any and all
sums deposited hereunder shall be applied to the Purchase Price,
paid over to
Seller, or refunded to Purchaser as provided herein. (All
references to
"Deposit" shall be deemed to include all accrued interest, if
any.)
6. TITLE. Seller shall convey to Purchaser at Closing good,
marketable
and insurable fee simple title to the Property by Warranty Deed,
subject to
recorded easements, recorded restrictions and/or rights-of-way.
7. EVIDENCE OF TITLE. Seller shall furnish to Purchaser, at
Seller's
expense, and within twenty-one (21) days from the Effective Date
hereof, an
A.L.T.A. commitment for an owner's title insurance policy without
standard
exceptions ("Title Commitment") issued by the Title Company, in an
amount equal
to the Purchase Price, naming Purchaser as the insured, certified
to the date of
Closing, undertaking to insure title in the condition required
hereunder, with a
policy pursuant thereto to be issued as soon as practicable after
the Closing.
At the Closing the Title Company will "mark up" the Title
Commitment in a manner
acceptable to Purchaser's counsel. As soon after closing as may be
practical,
Seller shall deliver to Purchaser an owner's policy ("Title
Policy") issued
pursuant to such marked up commitment in the amount of the Purchase
Price. The
cost of Title Commitment and policy shall be paid by Seller, except
that
Purchaser shall be responsible for the cost of any survey necessary
for the
Title Company to issue a Title Policy without standard exceptions.
The Title
Commitment and policy may contain any endorsements requested by
Purchaser, at
Purchaser's expense.
8. OBJECTIONS TO TITLE. Purchaser shall have until the later of (a)
ten
(10) business days from and after its receipt of the Title
Commitment (and
copies of all recorded documents listed in the Title Commitment) or
(b) sixty
(60) days after the Effective Date, to approve or object to the
condition of
title disclosed in the Title Commitment or matters of Survey.
Purchaser's
approval of title and Survey shall be a condition precedent to
Purchaser's
obligation to close the transaction contemplated by this Agreement,
which
condition Purchaser reserves the right to waive. If objection to
the title or
Survey is made, based upon a written opinion of Purchaser, that
title or Survey
2
<PAGE>
is not in a condition satisfactory to Purchaser, Purchaser, at its
option, may
either terminate this Agreement and receive back the entire Deposit
or give
Seller thirty (30) business days from the date it is notified in
writing of the
particular defects claimed, either (i) to remedy the title or
Survey, or (ii) to
obtain title insurance as required above, or (iii) to refund the
Deposit in full
termination of this Agreement, if unable to remedy the title or
Survey or obtain
title insurance. If the Seller remedies the title or Survey or
shall obtain a
Title Commitment acceptable to Purchaser within the time specified,
and upon
waiver or satisfaction of the conditions contained in Paragraph 9,
Purchaser
agrees to complete the sale and if Seller is unable to remedy the
title or
Survey or obtain title insurance within the time specified, the
Deposit shall be
refunded forthwith in full termination of this Agreement. If
Purchaser makes no
written objections to Seller within the later of: (a) ten (10)
business days
after receipt of the last of the Title Commitment and copies of all
recorded
documents listed in the Title Commitment or (b) sixty (60) days
after the
Effective Date, Purchaser shall be deemed to have accepted the
condition of
title disclosed in the Title Commitment and matters of Survey and
waived its
rights to object to the condition of title and to object to the
matters of
Survey. Notwithstanding the foregoing, Purchaser, at its sole
option, may waive
any objections to title and Survey, in writing, and in such event,
Purchaser and
Seller shall proceed to complete this transaction according to the
terms of this
Agreement, subject to satisfaction or waiver of all of Purchaser's
other
conditions precedent contained herein.
9. CONDITIONS PRECEDENT.
A. Seller and Purchaser hereby agree that this Agreement and
all obligations hereunder are subject to and conditioned upon
Purchaser's
inspection of and satisfaction with the condition of the Property.
Purchaser's
due diligence rights, all at Purchaser's expense, include, without
limitation,
obtaining a current Survey, obtaining all governmental approvals
deemed
necessary or appropriate, obtaining a mortgage loan, obtaining an
appraisal to
determine the fair market value of the Property, and obtaining a
satisfactory
baseline environmental assessment ("BEA"), due care plan, and
approval from the
Michigan Department of Environmental Quality ("MDEQ") of
Purchaser's proposed
BEA and due care plan. Purchaser's right to inspect and evaluate
the Property,
and otherwise determine whether Purchaser will purchase the
Property, shall
expire at 5:00 p.m. EST on the ninetieth (90th) day after the
Effective Date
(the "Inspection Period"). Purchaser, in its sole discretion, may
extend the
Inspection Period for one (1) additional thirty (30) day period
(the "Extension
Period"), upon written notice to Seller prior to the expiration of
the
Inspection Period and the deposit of an additional Twenty Thousand
Dollars and
00/100 ($20,000.00) (the "Extension Payment") with Escrow Agent
only for reasons
relating to environmental matters, including, by way of example,
completing
Phase II subsurface investigations, submitting a BEA and due care
plan to the
MDEQ, waiting to receive back a written determination of
non-liability from the
MDEQ with respect to existing contamination and approval of
Purchaser's due care
plan, or obtaining a pollution insurance policy covering
Purchaser.
Notwithstanding the forgoing, Purchaser may extend the Purchase
Agreement for
the Extension Period without paying the Extension Payment, if the
only reason
for the extension is to negotiate in good faith with Seller over
the language of
the BEA and/or Purchaser's due care plan; provided, however,
Purchaser shall not
be obligated to incorporate Seller's suggested revisions. Purchaser
shall keep
Seller reasonably apprised of Purchaser's efforts with respect
to
environmental-related matters. The Extension Payment shall be
applied to the
Purchase price, paid over to Seller, or refunded to Purchaser as
provided
herein. If during the Inspection Period, Purchaser determines for
any reason or
3
<PAGE>
no reason and in its sole and absolute discretion Purchaser has
decided not to
purchase the Property, Purchaser may terminate this Agreement by
providing
Seller written notice of termination prior to the end of the
Inspection Period,
in which event Purchaser's Deposit shall be refunded in full to
Purchaser and
the parties shall be released from all further obligations and
rights under this
Agreement. In order to receive a full refund of Purchaser's Deposit
(including
any Extension Payment), any termination notice given after the
expiration of the
initial ninety (90) day Inspection Period and during any portion of
the thirty
(30) day Extension Period, shall be for a reason related to
environmental
matters. In the event Purchaser does not provide a written notice
of termination
prior to the end of the Inspection Period or Extension Period, if
applicable,
Purchaser shall be deemed to be satisfied with the condition of the
Property and
to have waived its rights to terminate the Agreement and the
Deposit and
Extension Payment, if any, shall become non-refundable and payable
to Seller or
applied to the Purchase Price at Closing as provided herein. During
the
Inspection Period and upon reasonable prior notice to Seller,
Purchaser or its
agents or contractors shall have the right to enter upon the
Property to make
surveys, environmental studies and tests and to do all other
reasonable work
necessary to determine the Property's condition. All such work
shall be
conducted in a reasonable and workmanlike manner and shall be paid
for by
Purchaser. Purchaser shall restore the Property immediately
following any entry
thereon to the condition that existed immediately prior to such
entry. Further,
Purchaser indemnifies and holds harmless Seller and its
shareholders, directors,
officers, representatives, heirs, and successors from, against and
with respect
to any and all costs, expenses, fees, obligations, liabilities
(including, but
not limited to, personal injury or property damage), claims,
damages, penalties
and encumbrances (including attorneys fees) arising out of or in
connection with
or caused by the Purchaser's and/or its owners', employees',
agents',
contractors' or representatives' inspection, evaluation or testing
of the
Property; provided, however, this indemnity shall not apply to
liability arising
from the discovery of adverse information by Purchaser.
Notwithstanding anything
else in this Agreement to the contrary, the obligations to restore
the Property
and to indemnify shall survive the Closing or the earlier
termination of this
Agreement. At Closing, or upon the earlier termination of this
Agreement,
Purchaser shall provide Seller with copies of all reports, studies,
test
results, surveys, site plans and other documents relating to the
inspection,
testing, investigation or development of the Property by the
Purchaser.
B. Seller and Purchaser hereby agree that this Agreement and
all obligations hereunder are subject to and conditioned upon the
Seller and
D.A. Stuart Company ("Stuart") reaching a written agreement
providing for (i)
the approval and consent to the purchase and sale of the Property
contemplated
hereunder by Stuart (the current tenant of the Property), (ii)
Stuart's
termination and release of its rights to lease the Property and
purchase the
Property, and (iii) an agreement between Seller and Stuart
regarding Stuart's
vacating the Property and compliance by Stuart with all of the
terms and
conditions of its Lease with Seller as a result of vacating the
Property. If
Stuart and Seller do not enter into a written agreement within ten
(10) business
days after execution and delivery of this Agreement, then at
Purchaser's option
(i) Purchaser may grant Seller additional time to enter into a
written agreement
with Stuart, or (ii) this Agreement shall be automatically
terminated, the
Deposit refunded to Purchaser, and the parties shall be released
from all
further obligations and rights under this Agreement (except those
that survive
termination of this Agreement).
C. Seller and Purchaser hereby agree that it is contemplated
that Purchaser will cause to be prepared (and pay for) a Category S
Baseline
Environmental Assessment ("BEA") respecting the environmental
condition of the
4
<PAGE>
Property. Further, Seller has advised Purchaser that D.A. Stuart
Company is
required to prepare a BEA at the time it vacates the Property in
accordance with
a lease of the Property it has with Seller. Therefore, Seller and
Purchaser
hereby agree that this Agreement and all obligations hereunder are
subject to
and conditioned upon the completion of the BEA by Purchaser to be
filed with the
State of Michigan and which complies with the following
requirements:
(1) All conclusions contained in the BEAs regarding
contamination or potential contamination on the Property must be
either
supported by test results or reasonable objective facts. Somewhere
near the
beginning of the BEA, there will be a statement substantially to
the effect
that, the BEA identifies those conclusions which are supported by
test results.
(2) All test results referenced in the text of the
BEAs as supporting any specific conclusions regarding the
en
