Chapter 11 Bankruptcy Auction October 5, 2017 Initial Bid Due Date Duck Neck Campground, 500 Double Creek Road, Chestertown, Maryland 21620 Initial Bids Due October 5, 2017 and Live Auction on October 17, 2017 at 11:00am EST Duck Neck Campground is a 353-site recreational vehicle park located along the Chester River in Queen Anne s County, Maryland. Up stream approximately 5 miles from Historic Chestertown, Maryland, the campground is situated on 89 acres of beautiful, riverfront property. The Resort has several hundred feet of frontage on the Chester River and in excess of a half mile on Rabbit Creek, a tributary of the Chester River. For more information about the property, the auction process or to schedule a showing, please contact Stephen Karbelk, CEO, Auction Markets, LLC at 571-481-1037 and stephen@auctionmarkets.com or Diana Whitney, Broker of Record, Whitney-Wallace Commercial Real Estate Services, LLC at 410-726-7886 and diana@whitney-wallace.com. Please visit www.realtymarkets.com for the terms and conditions.
Chapter 11 Bankruptcy Auction Duck Neck Campground, 500 Double Creek Road, Chestertown, Maryland 21620 October 17, 2017 at 11:00am EST Duck Neck Campground is a 353-site recreational vehicle park located along the Chester River in Queen Anne s County, Maryland. Up stream approximately 5 miles from Historic Chestertown, Maryland, the campground is situated on 89 acres of beautiful, riverfront property. The Resort has several hundred feet of frontage on the Chester River and in excess of a half mile on Rabbit Creek, a tributary of the Chester River. Of the 353 sites, 322 are seasonal with approximately 300 sites having 30 AMP service and the remaining sites with 20 AMP service. There are 31 transient sites, 11 of which offer 50 AMP service. The remaining transient sites can be upgraded to the 50 AMP service. The owner has purchased the pedestals to convert them. According to a third party report, the campsites are a mixture of single and double-wide lots to accommodate various sizes of recreational vehicles (RVs). All RV sites have water, sewer and electrical hook-ups. Additional sites are designated for tents. There are seven permanent structures, which include the Store/Camp Office, two bath houses, two single-family residences, a maintenance shop, and an open air pavilion. Amenities include an in-ground pool, a playground, a boat ramp/launch, a pier with boat slips, and a laundry room with coin-operated washers and dryers. The sanitary sewage disposal is handled by approximately 33 septic systems, each including a holding tank and a tile drain field, serving the permanent structures and/or several RV campsites. Water is provided by nine (9) wells. We are offering this property pursuant to the Bidding Procedures approved by the Bankruptcy Court, District of Maryland, In Re: Duck Neck Campground, L.L.C., Case No. 15-15973-TJC and In Re: WBR Investment Corporation, Case No. 15-15982-TJC. A stalking horse contract of $5,700,000 is pending on the property, subject to higher and better bids pursuant to the Bidding Procedures. Please refer to the Bidding Procedures for details on how to submit a Qualified Bid. The minimum initial Qualified Bid is $5,900,000. Please note that since this property is being sold pursuant to a confirmed Chapter 11 Plan meaning this transaction is exempt from transfer taxes and recordation fees at closing. Key Dates for the Auction and Sales Process are: October 5, 2017 by 10:00 p.m. EST Due date for Bids to purchase the property ( Bid Deadline );
October 13, 2017 Debtors will circulate list of Qualified Bidders and the contract submitted by the Qualified Bidder with the then-highest bid; October 17, 2017 at 11:00 a.m. EST Auction held at Tydings & Rosenberg LLP To obtain access to the available due diligence information, please complete and return the approved Confidentiality Agreement and Non-Reliance Agreement. A 2% buyer broker commission offered, payable at closing. For more information about the property, the auction process or to schedule a showing, please contact Stephen Karbelk, CEO, Auction Markets, LLC at 571-481-1037 and stephen@auctionmarkets.com or Diana Whitney, Broker of Record, Whitney-Wallace Commercial Real Estate Services, LLC at 410-726-7886 and diana@whitney-wallace.com. Do NOT show up unannounced at the property! You must schedule an appointment to preview the property.
In order to receive the Property Information Package(s), please neatly complete the following agreement and return it to Stephen Karbelk (stephen@realtymarkets.com) CONFIDENTIALITY AND NON-RELIANCE AGREEMENT THIS CONFIDENTIALITY AND NON-RELIANCE AGREEMENT (the Agreement ) is made and entered into as of the date hereinafter pursuant to the Bidding Procedures approved by the Bankruptcy Court, District of Maryland, In Re: Duck Neck Campground, L.L.C., Case No. 15-15973- TJC and In Re: WBR Investment Corporation, Case No. 15-15982-TJC (herein, Seller ) and the person(s) designated as the Reviewer on the signature page hereof (the Reviewer ). WHEREAS, the Seller is soliciting bidders to purchase the real estate, personal property and intangible assets more particularly located a 500 Double Creek Road, Chestertown, Maryland 21620-1876 (the Property ); and WHEREAS, the Reviewer has requested information about the Property; and WHEREAS, as a condition to furnishing the Reviewer with such requested information, Seller requires that the Reviewer agree to treat such information as confidential as set forth in detail below. 1. Definitions. As used in this Agreement, the following definitions shall apply: Affiliates means, with respect to any entity or person, all entities which are controlling, controlled by or under common control with such entity or person. Confidential Information means all information or data made available to the Receiving Party (whether furnished orally, in writing, electronically or through any other form or medium and regardless of whether it is specifically marked or identified as confidential) or any part thereof, concerning or relating to the Disclosing Party or its Affiliates, in any such case including all analyses, forecasts, reports, studies, agreements and other documents prepared by the Disclosing Party; provided that Confidential Information does not include information that (a) is or becomes generally known to the public other than as a result of a disclosure by the Receiving Party or its Representatives, (b) was known to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party or a Representative of the Disclosing Party, (c) becomes known to the Receiving Party on a non-confidential basis from a third party who is not bound by any obligation of confidentiality with respect to such information, or (d) was independently developed by the Receiving Party or its Representatives without reference to or use of the Confidential Information. Representatives means, as to any person, such person s Affiliates and its and their directors, officers, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants).
2. Non-Disclosure and Non-Use of Confidential Information. The Receiving Party hereby agrees (i) to keep all Confidential Information confidential, (ii) to use the Confidential Information solely for purposes of evaluating the Disclosing Party and any transactions with or services to be provided to the Disclosing Party that are contemplated in connection with the disclosure of the Confidential Information, and (iii) not to disclose any Confidential Information to any person other than those of the Receiving Party s Representatives who need to know such Confidential Information solely for purposes described in clause (ii). The Receiving Party shall be responsible for any breach of any provisions hereof by any of its Representatives who have received Confidential Information in accordance with this Agreement. 3. Mandatory Disclosure. The Receiving Party and its Representatives shall be permitted to disclose Confidential Information required to be disclosed by them by applicable law or judicial process in any relevant action, proceeding or arbitration to which the Receiving Party or its Representative is a party. In the event that the Receiving Party or its Representative receives a request to disclose any Confidential Information under such law, process or otherwise, the Receiving Party shall (a) promptly notify the Disclosing Party thereof, (b) consult with the Disclosing Party on the advisability of, and cooperate (and cause its Representatives to cooperate) with the Disclosing Party in, taking steps to resist or narrow such request, and (c) if disclosure is required, use its commercially reasonable efforts to cooperate (and to cause its Representatives to cooperate) with the Disclosing Party in any attempt that the Disclosing Party may make to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. 4. Destruction or Return of Materials. Upon the earlier of (1) the request of the Disclosing Party, or (2) November 1, 2017, the Receiving Party shall (and shall cause its Representatives to) promptly destroy (with such destruction certified by the Receiving Party) or return to the Disclosing Party all Confidential Information and any copies of documents, papers or other material that contain or are otherwise derived from Confidential Information; provided, however, that the Receiving Party and its Representatives may retain any Confidential Information that they are required to retain pursuant to their respective (a) record-keeping requirements mandated by applicable law or regulation or (b) internal record maintenance policies and controls, so long as in each case the Receiving Party or its Representative continues to hold such Confidential Information in accordance with the terms of this Agreement notwithstanding any expiration of its term. 5. No Representations. The Receiving Party acknowledges that the Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information provided by it and agrees that the Disclosing Party shall not have any liability for any inaccuracies in or omissions from any such Confidential Information, and that the Receiving Party is not relying on the Confidential Information for any purpose. 6. Term. The Receiving Party s obligations under this Agreement with respect to any Confidential Information shall continue until the earlier of (a) the Disclosing Party s request to destroy Confidential Information as described in Paragraph 4, above; (b) November 1, 2017; or (c) the closing of a sale with respect to the property(ies) listed in Attachment 1. 7. No Transactions with Related Persons. Related persons and affiliates of the Debtors (an Affiliate of Disclosing Party), their owners, their principals and their principals immediate family members, are not eligible to purchase assets owned by the Debtors or their affiliates, including Disclosing Party. Receiving Party is advised to discuss this matter with Disclosing
Party or its agent it has any concern it or any of its affiliates may be a related person to the Debtors or their affiliates. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Maryland, without giving effect to principles of conflicts of law, and any litigation arising out of or in connection in any way with this Agreement shall take place in a State or Federal court of competent jurisdiction in the City of Baltimore, Maryland, including but not limited to the United States Bankruptcy Court for the District of Maryland. 9. Remedies. The Receiving Party acknowledges that damages may not be a suitable remedy for a breach by it under this Agreement. Accordingly, in addition to all other remedies to which the Disclosing Party may be entitled, the Disclosing Party shall also be entitled to seek injunctive relief and any other form of equitable relief to enforce the provisions of this Agreement, and the Receiving Party waives any requirement that the Disclosing Party post a bond in connection with seeking such equitable relief. It is the intention of the parties hereto that the restrictions contained in this Agreement be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court of competent jurisdiction shall determine that any portion of the foregoing restrictions is excessive, such provision shall not be entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable. 10. Miscellaneous. This Agreement contains the entire agreement between the Disclosing Party and the Receiving Party concerning confidentiality of the Confidential Information. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon the Disclosing Party or the Receiving Party unless approved in writing by each of the Disclosing Party and Receiving Party. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors, and nothing herein, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The Receiving Party may not assign or delegate any of its rights or obligations hereunder without the prior written consent of the Disclosing Party. No failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may be signed in counterparts, which together shall constitute one agreement. Please execute this Agreement where indicated below to evidence your agreement with the foregoing. Signatures Follow on the Next Page
IN WITNESS WHEREOF, this Agreement is agreed and accepted and has been executed effective as of, 2017 REVIEWER: Entity: Signature: Name: Title: OR Individual Name: Signature: Primary Contact Information: Address: City/State/Zip: Email Address: Phone Number: PLEASE NEATLY COMPLETE ALL CONTACT INFORMATION REQUESTED ABOVE. THE PROPERTY INFORMATION PACKAGE WILL BE SENT VIA EMAIL.