Document/Exhibit Description Pages Size
1: 10-K Conseco, Inc. 1993 Form 10-K 114 572K
4: EX-10.18.20 Exhibit 10.18.20 to Conseco, Inc. 1993 Form 10-K 9 50K
5: EX-10.18.21 Exhibit 10.18.21 to Conseco, Inc. 1993 Form 10-K 13 64K
6: EX-10.18.22 Exhibit 10.18.22 to Conseco, Inc. 1993 Form 10-K 13 59K
7: EX-10.18.23 Exhibit 10.18.23 to Conseco, Inc. 1993 Form 10-K 5 30K
8: EX-10.18.24 Exhibit 10.18.24 to Conseco, Inc. 1993 Form 10-K 7 29K
9: EX-10.18.25 Exhibit 10.18.25 to the Conseco, Inc. 1993 Form 9 50K
10-K
10: EX-10.23.1 Exhibit 10.23.1 to Conseco, Inc. 1993 Form 10-K 10 31K
11: EX-10.24.1 Exhibit 10.24.1 Conseco, Inc. 1993 Form 10-K 8 31K
12: EX-10.25 Exhibit 10.25 to Conseco, Inc. 1993 Form 10-K 18 89K
13: EX-10.32 Exhibit 10.32 to Conseco, Inc. 1993 Form 10-K 35 146K
14: EX-10.33.1 Exhibit 10.33.1 to Conseco, Inc. 1993 Form 10-K 30 162K
15: EX-10.33.2 Exhibit 10.33.2 to Conseco, Inc. 1993 Form 10-K 27 145K
16: EX-10.34 Exhibit 10-34 to Conseco, Inc. 1993 Form 10-K 18 84K
2: EX-10.8.5 Exhibit 10.8.5 to Conseco, Inc. 1993 Form 10-K 2± 10K
3: EX-10.8.6 Exhibit 10.8.6 to Conseco, Inc. 1993 Form 10-K 2± 12K
17: EX-11.1 Exhibit 11.1 to Conseco, Inc. 1993 Form 10-K 2± 12K
18: EX-11.2 Exhibit 11.2 to Conseco, Inc. 1993 Form 10-K 1 11K
19: EX-12.1 Exhibit 12.1 to Conseco, Inc. 1993 Form 10-K 2± 14K
20: EX-12.2 Exhibit 12.2 to Conseco, Inc. 1993 Form 10-K 2± 14K
21: EX-21 Exhibit 21 to Conseco, Inc. 1993 Form 10-K 1 9K
22: EX-23 Exhibit 23 to Conseco, Inc. 1993 Form 10-K 1 9K
EX-10.18.23 — Exhibit 10.18.23 to Conseco, Inc. 1993 Form 10-K
Exhibit Table of Contents
CONTRACT FOR PURCHASE OF REAL ESTATE
BANKERS NATIONAL LIFE INSURANCE COMPANY, a Texas
corporation ("Purchaser"), hereby agrees to purchase, and MERIDIAN
MILE ASSOCIATES, L.P., an Indiana limited partnership ("Seller"),
hereby agrees to sell, certain real estate described below on the
following terms and conditions:
All rights, title and interest in and to three adjacent
tracts of real estate owned by Seller and located on the west side
of Pennsylvania Street in Hamilton County, Indiana, consisting in
the aggregate of approximately 1.565 acres, which tracts are more
particularly described on the attached Exhibit A (the "Real
Estate").
1. Purchase Price and Method of Payment. The purchase
price for the Real Estate shall be Two Hundred Forty-Eight Thousand
Dollars ($248,000) (the "Purchase Price"), payable in cash or in
immediately available funds at closing, subject to adjustments for
prorated real estate taxes as provided in Paragraph 7 hereof and to
reduction by the brokerage commission payable as provided in
Paragraph 15 hereof.
2. Closing Date and Location. The closing shall occur
on or before January 3, 1994, with the exact date of closing to be
determined by the mutual agreement of the parties; provided that in
no event shall the closing occur prior to the expiration of
Purchaser's objection period as set forth in Section 3 hereto (the
"Closing Date"). The closing shall take place at the office of
Hamilton Title Security, Inc. (the "Title Company"), or such other
place as the parties may determine by mutual agreement.
3. Conditions to Closing. Purchaser's only conditions
to closing are the following:
(a) Title Insurance and Survey. Promptly after the date
of this Contract, Seller shall provide to Purchaser a commitment
for an owner's policy of title insurance and a survey, as follows:
(i) Title Insurance. A commitment (the "Title
Commitment") from the Title Company to insure marketable
title to the Real Estate in the name of Purchaser at the
time of the closing, subject to the exceptions stated
therein (except for the lien of any mortgage identified
therein, if applicable, which shall be released at
closing).
(ii) Survey. A survey (the "Survey") of the
Real Estate meeting the Minimum Standards for an Indiana
Land Title Survey and establishing the precise legal
description of the Real Estate.
Seller shall pay the expenses and premium for the owner's
policy of title insurance, and the survey costs. Any objection by
Purchaser to any exceptions or matters affecting title as disclosed
in the Title Commitment, or matters disclosed by the Survey, shall
be stated in writing to Seller within seven (7) business days after
receipt of the Title Commitment and the Survey, and if not so
stated, shall be deemed waived. If any objections are so stated,
and Seller does not cure such objections, then Purchaser shall have
the option, as its sole remedy, to waive the objections and proceed
to closing or to terminate this Contract.
(b) No Subsequent Encumbrances or Litigation. The Real
Estate shall not be subject to further encumbrances of any kind
after the date of this Contract (except for the lien of real estate
taxes and public and private assessments). At the time of closing,
there shall be no litigation pending or, to the best of Seller's
knowledge, threatened, that could impair the validity of
Purchaser's title to the Real Estate. If any such litigation
exists, then Purchaser shall have the option, as its sole remedy,
to waive the objections and proceed to closing or to terminate this
Contract.
4. Representations and Warranties of Seller. Seller
represents and warrants to Purchaser that:
(a) The surface and subsurface conditions of the Real
Estate are suitable for the construction of office buildings and
related facilities.
(b) No portion of the Real Estate has ever been used by
Seller as a waste storage or disposal site, and Seller is not aware
of any such prior use;
(c) All applicable laws, ordinances, rules, requirements
and regulations of any governmental agency or body in effect with
respect to the Real Estate have been complied with by Seller, and
Seller is not aware of the existence of any violation of such laws
or governmental regulations with respect to the Real Estate;
(d) All utilities required by law and for the normal
operation of an office building and related facilities are
available in sufficient capacity at the boundary line of the Real
Estate upon payment by Purchaser of any fees or charges for
availability or connections assessed by or otherwise payable to the
applicable public utilities and governmental authorities;
(e) Adequate ingress to and egress from the Real Estate
is available over existing public and private roads which Purchaser
has the right to use;
(f) Seller is a limited partnership validly existing
under the laws of the State of Indiana with full power and
authority to enter into this Contract and to sell the Real Estate
on the terms set forth herein, and the execution and delivery of
this Contract and the performance by Seller of its obligations
hereunder will not violate or constitute an event of default under
the terms or provisions of any agreement, document or instrument to
which Seller is a party or by which Seller is bound;
(g) This Contract has been duly and validly authorized,
executed and delivered by Seller, and no other action, consent or
waiver is required for the consummation by Seller of the
transaction contemplated herein; and
(h) To the best of the Seller's knowledge, there are no
actions, suits, or proceedings in or before any court or
administrative agency pending or threatened against Seller or
affecting the Real Estate.
5. Representations and Warranties of Purchaser.
Purchaser represents and warrants to Seller that:
(a) Purchaser is a corporation validly existing under
the laws of the State of Texas with full power and authority to
enter into this Contract and to purchase the Real Estate on the
terms set forth herein, and the execution and delivery of this
Contract and the performance by Purchaser of its obligations
hereunder will not violate or constitute an event of default under
the terms or provisions of any agreement, document or instrument to
which Purchaser is a party or by which Purchaser is bound; and
(b) This Contract has been duly and validly authorized,
executed and delivered by Purchaser, and no other action, consent
or waiver is required for the consummation by Purchaser of the
transaction contemplated herein.
6. Possession. Possession of the Real Estate shall be
delivered to Purchaser at closing, free and clear of any and all
claims (except as may be disclosed by the Title Commitment).
7. Prorations. Real estate taxes and all public and
private assessments shall be prorated as of December 31, 1993 (the
"Proration Date"), with a corresponding credit at closing against
the Purchase Price. Purchaser shall assume and pay all real estate
taxes and public and private assessments which are levied or become
a lien after the Proration Date. The current tax rate shall be
used for the purposes of calculating the proration of real estate
taxes if the applicable tax rate has not been set.
8. Closing Documents. At closing, assuming that all
conditions set forth in Paragraph 3 (including without limitation,
removal or cure of any exceptions or other matters affecting title
to the Real Estate to which Purchaser has made timely objection)
have been satisfied or waived by Purchaser, Seller shall deliver to
Purchaser (i) a General Warranty Deed conveying to Purchaser fee
simple title to the Real Estate, free and clear of all exceptions
(except for current taxes and assessments not delinquent, all
matters of record, matters disclosed by the Title Commitment and
Survey and applicable zoning and governmental restrictions), (ii)
a Vendor's Affidavit in form and substance acceptable to the Title
Company to permit the Title Company to issue the final policy of
title insurance without the standard exceptions or any other
exception not permitted under the terms of this Contract and
(iii) a Non-Foreign Person Affidavit in the form and substance
required by the Internal Revenue Code and the regulations related
thereto.
9. Assignment. Purchaser shall not be permitted to
assign this Contract without the prior written consent of Seller
(except for any assignment to an entity affiliated with Purchaser).
No assignment shall relieve Purchaser of its obligations hereunder,
unless otherwise agreed by Seller in writing.
10. Right of Inspection and Risk of Loss. Purchaser and
its agents, employees and contractors shall have the right to enter
upon the Real Estate and conduct any and all tests and examinations
which Purchaser deems necessary. Purchaser shall indemnify and
save Seller harmless from any and all loss and damage to any person
or property occurring on or about the Real Estate prior to the
Closing Date and caused by Purchaser or its agents, employees or
contractors (except to the extent that the acts or conduct of
Seller or its agents, employees or contractors contributes to said
loss or damage). Otherwise, all liability and risk of loss shall
be the sole responsibility of Seller until final closing of this
transaction. All insurance policies, if any, currently in effect
for the Real Estate shall be canceled as of the Closing Date.
11. Specific Performance. The parties agree that money
damages are not an adequate remedy for a breach by Seller and that
Purchaser shall be entitled to the remedy of specific performance
in the event of such breach.
12. Parties. Except as provided in Paragraph 9, this
Contract shall be binding upon and inure to the benefit of the
parties hereto and their respective personal representatives,
successors and assigns.
13. Notices. All notices shall be deemed delivered to
Seller when deposited in the mail addressed to Seller, c/o
F. Richard Rembusch, at Suite 150, 11550 North Meridian Street,
Carmel, Indiana 46032, and to Purchaser when so deposited in the
mail addressed to Purchaser, c/o Conseco, Inc., at 11825 North
Pennsylvania Street, Carmel, Indiana 46032, Attention:
Lawrence W. Inlow.
14. Governing Law. This Contract shall be governed by
and in accordance with the laws of the State of Indiana. This
Contract may be amended only by an agreement in writing signed by
the parties hereto.
15. Brokerage Commission. Purchaser and Seller
acknowledge and agree that Browning Investments, Inc., shall be
paid at closing a brokerage commission equal to six percent (6%) of
the Purchase Price, and such commission shall reduce the net
proceeds of the Purchase Price received by Seller at closing.
Purchaser and Seller represent and warrant that no other fee,
commission or similar compensation shall be payable by Purchaser or
Seller to any other broker as a result of any act or agreement of
Purchaser or Seller, respectively.
This Contract for Purchase of Real Estate is executed by
Seller and Purchaser on this 7th of January, 1994.
SELLER:
MERIDIAN MILE ASSOCIATES, L.P., an
Indiana limited partnership
By: BROWNING REAL ESTATE
PARTNERSHIP, L.P., Its Sole
General Partner
By: BROWNING REAL ESTATE,
INC., Its General Partner
By: /s/ F. RICHARD REMBUSCH
______________________________________________
Printed: F. Richard Rembusch
Title: Vice President
PURCHASER:
BANKERS NATIONAL LIFE INSURANCE
COMPANY, a Texas corporation
By: /s/ DONALD F. GONGAWARE
_________________________________________________
Printed: Donald F. Gongaware
Title: President and Chief Operating Officer
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EXHIBIT A
Part of the Northwest Quarter of Section 35, Township 18 North, Range 3 East
in Hamilton County, Indiana, being more particularly described as follows:
Beginning at a point on the East line of the said Northwest Quarter Section
North 00 degrees 09 minutes 35 seconds West (assumed bearing) 249.00 feet from
the Southeast corner of the said Northwest Quarter Section; thence North 00
degrees 09 minutes 35 seconds West along the said East line 123.00 feet; thence
South 88 degrees, 45 minutes 10 seconds West parallel with the South line of
the said Quarter Section, 182.00 feet; thence South 00 degrees 09 minutes 35
seconds East, parallel with the said East line, 123.00 feet; thence North 88
degrees 45 minutes 10 seconds East 182.00 feet to the Beginning Point,
Together with:
Tract II
Part of the Northwest Quarter of Section 35, Township 18 North, Range 3 East
in Hamilton County, Indiana, being more particularly described as follows:
Beginning at a point on the East line of the said Northwest Quarter Section
North 00 degrees 09 minutes 35 seconds West (assumed bearing) 149.00 feet from
the Southeast corner of the said Northwest Quarter Section; thence North 00
degrees 09 minutes 35 seconds West along the said East line 100.00 feet; thence
South 88 degrees 45 minutes 10 seconds West parallel with the South line of the
said Quarter Section, 184.00 feet; thence South 00 degrees 09 minutes 35
seconds East parallel with the said East line, 98.00 feet; thence North 89
degrees 22 minutes 32 seconds East 183.97 feet to the Beginning Point,
Together with:
Tract III
Part of the Northwest Quarter of Section 35, Township 18 North, Range 3 East
in Hamilton County, Indiana, being more particularly described as follows:
Beginning at the Southeast Corner of the said Northwest Quarter Section; thence
South 00 degrees 45 minutes 10 seconds West along the South line of the said
quarter Section 184.00 feet; thence North 00 degrees 09 minutes 35 seconds
West, parallel with the East line of the said Quarter Section, 151.00 feet;
thence North 89 degrees 22 minutes 32 seconds East 183.97 feet to the East line
of the said Quarter Section; thence South 00 degrees 09 minutes 35 seconds East
along the said East line 149.00 feet to the Beginning Point.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/31/94 | | | | | | | 10-Q |
| | 1/3/94 | | 1 |
| For Period End: | | 12/31/93 | | 3 | | | | | 11-K |
| List all Filings |
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