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-10.18.22 — Exhibit 10.18.22 to Conseco, Inc. 1993 Form 10-K
Exhibit Table of Contents
December 1, 1993
Mr. Charles F. Laughner, General Partner
Token Co.
c/o Mr. Walter B. Freihofer
Freihofer, Inc.
631 East New York Street
Indianapolis, IN 46202
Re: Contract for Purchase of Real Estate (with counteroffers #1 through #6)
as mutually approved September 3, 1993 (the "Contract") between
Token Co. as Seller and Carmel Drive Realty, Inc. as Purchaser
Gentlemen:
This letter will confirm the mutual agreement that we understand from
Walter B. Freihofer has been reached by Purchaser and Seller that the Contract
be amended as follows:
1. The minimum acreage of the Real Estate shall be 7.3 acres rather than
7.8 acres.
2. The Purchase Price shall be $1,065,869.50.
In reliance on the foregoing understanding, we intend to immediately deposit
an additional $15,000 in Earnest Money with the Title Insurance Company.
Please sign and return one copy of this letter to confirm the agreement
described above. We will use our best efforts to cooperate with you in order
for the effective date of the transaction to occur for the Seller in 1994 (not
later than January 7, 1994) as we understand you have requested.
We are requesting that closing documents be provided to your lawyer,
Philip A. Nicely, for his review and comment as promptly as possible. Our
lawyer on this, Mark Wright at Baker & Daniels is working with Indiana
Bell to wrap up the telephone easement modification; he considers this to be
routine and foresees no difficulty in resolving it. Thank you for your
assistance.
Sincerely,
CARMEL DRIVE REALTY, INC.
/s/ F. RICHARD REMBUSCH
F. Richard Rembusch
Vice President
Approved:
TOKEN CO.
By: /s/ CHARLES F. LAUGHNER
Charles F. Laughner
General Partner
AGREEMENT TO ASSIGN CONTRACT FOR PURCHASE OF REAL ESTATE
This Agreement to Assign Contract for Purchase of Real Estate, executed
and entered into by CARMEL DRIVE REALTY, INC., an Indiana corporation
("Assignor"), and BANKERS NATIONAL LIFE INSURANCE COMPANY, a Texas corporation
("Assignee"), WITNESSES:
WHEREAS, Assignor has entered into a Contract for Purchase of Real Estate
with Token Co. ("Seller"), executed by Assignor on September 2, 1993, and
accepted by Seller on September 3, 1993, as amended (the "Purchase Agreement"),
pursuant to which Seller is selling to Assignor certain real estate located on
the west side of Pennsylvania Street, in Hamilton County, Indiana, which
property is more particularly described in the Purchase Agreement (the "Real
Estate");
WHEREAS, Section 15 of the Purchase Agreement expressly provide that
Assignor has the right to assign or transfer all or any portion of its rights
under the Purchase Agreement to any assignee;
WHEREAS, Assignor desires to assign to Assignee and Assignee desires to
accept and assume all of Assignor's rights, title, interest, obligations and
duties under the Purchase Agreement;
WHEREAS, in connection for Assignor's agreement to assign the Purchase
Agreement to Assignee as set forth herein, Assignee desires to agree herein to
(i) reimburse Assignor for Twenty-Five Thousand Dollars ($25,000.00) of Earnest
Money which Assignor has deposited pursuant to the Purchase Agreement with
Hamilton Title Security, Inc. (the "Earnest Money Refund"), (ii) reimburse
Assignor in the amount of Three Thousand One Hundred Fifty Dollars ($3,150.00)
for costs and expenses incurred by Assignor in obtaining a minimum standard
detail survey of the Real Estate (the "Survey Expense"), and (iii) reimburse
Assignor for all of its other costs and expenses related to negotiating and
executing the Purchase Agreement (the "General Expense Reimbursement").
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee agree as follows:
1. Assignor agrees to assign to Assignee all of its rights, title,
interest, obligations and duties under the Purchase Agreement, and Assignee
agrees to accept and assume all of Assignor's rights, title, interest, duties
and obligations under the Purchase Agreement.
2. In consideration of Assignor's agreement to assign to Assignee of all
of its rights, title, interest, duties and obligations under the Agreement,
Assignor agrees to pay to Assignor the Earnest Money Refund, the Survey Expense
and the General Expense Reimbursement (collectively, the "Reimbursements").
The General Expense Reimbursement shall be an amount equal to that set forth
in an itemized statement to be provided by Assignor to Assignee on or about the
date upon which the closing of the sale of the Real Estate from Seller to
Assignee occurs (the "Closing Date"), provided that, (i) in no event shall the
General Expense Reimbursement exceed Seven Thousand Dollars ($7,000.00) and
(ii) the exact amount of the General Expense Reimbursement shall be subject to
review and approval by Assignee, which approval shall not be unreasonably
withheld.
3. Assignee shall pay the Reimbursements to Assignor outside of, and
separate from, the closing of the sale of the Real Estate from Seller to
Assignee.
Assignor and Assignee have executed this Agreement to Assign Contract for
Purchase of Real Estate on this 7th day of January, 1994.
ASSIGNOR:
CARMEL DRIVE REALTY, INC., an Indiana corporation.
By: /s/ F. RICHARD REMBUSCH
Printed: F. Richard Rembusch
Title:Vice President
ASSIGNEE:
BANKERS NATIONAL LIFE INSURANCE COMPANY,
a Texas corporation
By: /s/ DONALD F. GONGAWARE
Printed: Donald F. Gongaware
Title:President and Chief Operating Officer
COUNTER OFFER # 1
(A.M.) (P.M.) August 17, 1993
The undersigned hereby makes the following Counter Offer to a certain
Purchase Agreement dated August 9, 1993, concerning real property commonly
known as 11901 N. Meridian St. in Clay Township, Hamilton County, Carmel,
Indiana between: Token Company and Charles F. Laughner as Seller(s) and
Carmel Drive Realty, Inc. as Purchaser(s).
1. Purchase price to be $1,300,000.00 dollars.
2. Earnest money shall be $50,000.00.
All other terms and conditions of the Purchase Agreement and all previous
Counter Offers shall remain in effect except as modified by this Counter
Offer.
This Counter Offer # 1 is void if not accepted in writing on or before 12:00
(Midnight) on August 24, 1993.
This Agreement may be executed simultaneously or in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this document may be
accomplished by electronic facsimile reproduction (FAX); if FAX delivery is
utilized, the original document shall be promptly executed and/or delivered,
if requested.
/s/ CHARLES F. LAUGHNER 8/17/93
------------------------------ ------- ------------------------------ ------
(Seller)(Purchaser) Signature Date (Seller) (Purchaser) Signature Date
TOKEN CO. & CHARLES F. LAUGHNER
By: Charles F. Laughner
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
ACCEPTANCE OF COUNTER OFFER #
The above Counter Offer # is hereby accepted at
(A.M.) (P.M.) (Noon) (Midnight) , 19 .
Receipt of a signed copy of this Counter Offer is hereby acknowledged. This
Agreement may be executed simultaneously or in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this document may be
accomplished by electronic facsimile reproduction (FAX); if FAX delivery is
utilized, the original document shall be promptly executed and/or delivered,
if requested.
------------------------------ ------- ----------------------------- ------
(Seller) (Purchaser) Signature Date (Seller)(Purchaser) Signature Date
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
COUNTER OFFER # 2
11:00 (A.M.) August 23, 1993
The undersigned hereby makes the following Counter Offer to a certain
Counter Offer #1 dated August 17, 1993, concerning real property commonly known
as approximated 8 acres shown on Exhibit A to Offer in Clay Township, Hamilton
County, Indiana between: Token Co. as Seller(s) and Carmel Drive Realty, Inc.
as Purchaser(s).
1. The Purchase Price shall be One Million Dollars ($1,000,000.00).
2. The earnest Money shall be Twenty-Five Thousand Dollars ($25,000.00), of
which Five Thousand Dollars shall be deposited initially, and the remaining
Twenty Thousand Dollars ($20,000.00) of which shall be deposited upon
expiration of the ninety day period described in section 7.3 of the Purchase
Agreement.
3. The date for response to the original offer was extended through August 18,
1993.
4. Token Co. is the sole owner of the Real Estate; Token Co. is an Indiana
General partnership, not a corporation; Charles F. Laughner is a general
partner of Token Co. and has full authority to execute documents on behalf
of Token Co., and Seller agrees to promptly provide evidence of such
authority upon request by Purchaser.
5. Upon full agreement of Purchaser and Seller by way of counter offers, a
binding contract shall exist; however, the parties agree that upon such full
agreement, the offer and counter offers shall be promptly consolidated for
convenience into a single document.
All other terms and conditions of the Purchase Agreement and all previous
Counter Offers shall remain in effect except as modified by this Counter
Offer. This Counter Offer # 2 is void if not accepted in writing on or before
5:00 (P.M.) on August 26, 1993.
CARMEL DRIVE REALTY, INC.
/s/ F. RICHARD REMBUSCH 8/23/93
------------------------------ ------- ------------------------------ ----
(Purchaser) Signature Date (Seller) (Purchaser) Signature Date
F. Richard Rembusch, Vice President
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
ACCEPTANCE OF COUNTER OFFER
The above Counter Offer # is hereby accepted at
(A.M.) (P.M.) (Noon) (Midnight) , 19 .
Receipt of a signed copy of this Counter Offer is hereby acknowledged.
TOKEN CO.
------------------------------ ------ ------------------------------ -----
(Seller) (Purchaser) Signature Date (Seller) (Purchaser) Signature Date
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
COUNTER OFFER # 3
1:00 (P.M.) August 25, 1993
The undersigned hereby makes the following Counter Offer to a certain
Purchase Agreement dated August 9, 1993, concerning real property commonly
known as approximately 8 acres as shown on Exhibit "A" to offer in Clay
Township, Hamilton County, Carmel, Indiana between: Token Company as Seller(s)
and Carmel Drive Realty, Inc. as Purchaser(s).
1. Purchase price to be $1,200,000.00
2. The earnest money shall be $25,000.00, of which $10,000.00 shall be
deposited initially, and the remaining $15,000.00 of which shall be
deposited upon expiration of the 90 day period described in Section
7.3 of the purchase agreement.
All other terms and conditions of the Purchase Agreement and all previous
Counter Offers shall remain in effect except as modified by this Counter
Offer.
This Counter Offer # 3 is void if not accepted in writing on or before 5:00
(P.M.) on August 30, 1993. This Agreement may be executed simultaneously or
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Delivery of
this document may be accomplished by electronic facsimile reproduction (FAX);
if FAX delivery is utilized, the original document shall be promptly executed
and/or delivered, if requested.
/s/ CHARLES F. LAUGHNER
----------------------------- ----- ----------------------------- -----
(Seller) Signature Date (Seller)(Purchaser) Signature Date
TOKEN CO.
By: Charles F. Laughner
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
ACCEPTANCE OF COUNTER OFFER #
The above Counter Offer # is hereby accepted at
(A.M.) (P.M.) (Noon) (Midnight) , 19 .
Receipt of a signed copy of this Counter Offer is hereby acknowledged. This
Agreement may be executed simultaneously or in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this document may be
accomplished by electronic facsimile reproduction (FAX); if FAX delivery is
utilized, the original document shall be promptly executed and/or delivered,
if requested.
------------------------------ ------ ------------------------------ -----
(Seller) (Purchaser) Signature Date (Seller) (Purchaser) Signature Date
CARMEL DRIVE REALTY, INC.
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
COUNTER OFFER # 4
3:00 (P.M.) August 26, 1993
The undersigned hereby makes the following Counter Offer to a certain
Purchase Agreement dated August 9, 1993, concerning real property commonly
known as approximately 8 acres as shown on Exhibit A to Offer in Clay Township,
Hamilton County, near Carmel, Indiana between: Token Co. as Seller(s) and
Carmel Drive Realty, Inc. as Purchaser(s).
1. The Purchase Price shall be One Million Seventy-Five Thousand Dollars
($1,075,000.00).
All other terms and conditions of the Purchase Agreement and all previous
Counter Offers shall remain in effect except as modified by this Counter
Offer.
This Counter Offer # 4 is void if not accepted in writing on or before
5:00 (P.M.) on August 30, 1993.
CARMEL DRIVE REALTY, INC.
/s/ F. RICHARD REMBUSCH 8/26/93
------------------------------ ----- ------------------------------ -----
(Purchaser) Signature Date (Seller) (Purchaser) Signature Date
F. Richard Rembusch
Vice President
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
ACCEPTANCE OF COUNTER OFFER
The above Counter Offer # is hereby accepted at
(A.M.) (P.M.) (Noon) (Midnight) , 19 .
Receipt of a signed copy of this Counter Offer is hereby acknowledged.
TOKEN CO.
------------------------------ ---- ------------------------------ ----
(Seller) (Purchaser) Signature Date (Seller) (Purchaser) Signature Date
Charles F. Laughner
General Partner
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
COUNTER OFFER # 5
1:00 (P.M.) August 30, 1993
The undersigned hereby makes the following Counter Offer to a certain
Purchase Agreement dated August 9, 1993, concerning real property commonly
known as approximately 8 acres as shown on Exhibit "A" in Clay Township,
Hamilton County, near Carmel, Indiana between: Token Co. as Seller(s) and
Carmel Drive Realty, Inc. as Purchaser(s).
1. The Purchase price shall be one million one hundred fifty thousand
dollars and 00/100. ($1,150,000.00)
All other terms and conditions of the Purchase Agreement and all previous
Counter Offers shall remain in effect except as modified by this Counter
Offer.
This Counter Offer # 5 is void if not accepted in writing on or before
5:00 (P.M.) on September 2, 1993.
This Agreement may be executed simultaneously or in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this document may be
accomplished by electronic facsimile reproduction (FAX); if FAX delivery is
utilized, the original document shall be promptly executed and/or delivered,
if requested.
/s/ CHARLES F. LAUGHNER Aug. 30/93
----------------------------- ----- ------------------------------ ------
(Seller) Signature Date (Seller) (Purchaser) Signature Date
Token Co.
By: Charles F. Laughner
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
ACCEPTANCE OF COUNTER OFFER #
The above Counter Offer # is hereby accepted at
(A.M.) (P.M.) (Noon) (Midnight) , 19 .
Receipt of a signed copy of this Counter Offer is hereby acknowledged. This
Agreement may be executed simultaneously or in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this document may be
accomplished by electronic facsimile reproduction (FAX); if FAX delivery is
utilized, the original document shall be promptly executed and/or delivered,
if requested.
(Purchaser) Signature Date (Seller)(Purchaser) Signature Date
F. Richard Rembusch, Vice President
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
COUNTER OFFER # 6
4:00 (P.M.) September 2, 1993
The undersigned hereby makes the following Counter Offer to a certain
Purchase Agreement dated August 9, 1993, concerning real property commonly
known as approximately 8 acres as shown on Exhibit A to Offer in Clay Township,
Hamilton County, near Carmel, Indiana between: Token Co. as Seller(s) and
Carmel Drive Realty, Inc. as Purchaser(s).
The Purchase Price shall be One Million One Hundred Thousand Dollars
($1,100,000.00).
All other terms and conditions of the Purchase Agreement and all previous
Counter Offers shall remain in effect except as modified by this Counter
Offer.
This Counter Offer # 6 is void if not accepted in writing on or before
5:00 (P.M.) on September 3, 1993.
CARMEL DRIVE REALTY, INC.
/s/ F. RICHARD REMBUSCH 9/2/93
---------------------------- ---- ----------------------------- -----
(Purchaser) Signature Date (Seller)(Purchaser) Signature Date
F. Richard Rembusch
Vice President
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
ACCEPTANCE OF COUNTER OFFER
The above Counter Offer # 6 is hereby accepted at 3:00
(A.M.) (P.M.) (Noon) (Midnight) September 3 , 1993 .
Receipt of a signed copy of this Counter Offer is hereby acknowledged.
TOKEN CO.
/s/ CHARLES F. LAUGHNER 9/3/93
------------------------------ ---- ------------------------------ -----
(Seller) Signature Date (Seller) (Purchaser) Signature Date
Charles F. Laughner
General Partner
Social Security # / Federal I.D. # Social Security # / Federal I.D. #
CONTRACT FOR PURCHASE OF REAL ESTATE
Offer to Purchase Real Estate
Carmel Drive Realty, Inc. or its assignee ("Purchaser"), hereby offers
to purchase from TOKEN COMPANY, INC. and CHARLES F. LAUGHNER (collectively
"Seller"), all of that certain real estate owned by Seller, and located on the
west side of Pennsylvania Street north of and adjacent to property owned by
Meridian Mile Associates, L.P., in Hamilton County, Indiana, as depicted on
Exhibit A hereto, consisting of approximately 8 acres (the legal description
of which real estate will be subject to precise determination by survey as
provided in Section 7.1 below), together with all rights pertaining thereto,
(all referred to as the "Real Estate"), for Nine Hundred Fifty Thousand Dollars
($950,000) (the "Purchase Price"), subject to the following terms and
conditions:
1. Earnest Money Deposit. Immediately upon acceptance of this
offer by Seller, Purchaser shall deposit Five Thousand Dollars ($5,000) (the
"Earnest Money") with Hamilton Title Security, Inc. PURCHASER SHALL FORFEIT
THE EARNEST MONEY TO SELLER IF PURCHASER FAILS OR REFUSES TO PERFORM ITS
OBLIGATIONS HEREIN SPECIFIED AND ALL CONDITIONS AND REQUIREMENTS OF THIS
CONTRACT HAVE BEEN SATISFIED. Such forfeiture of Earnest Money shall
constitute liquidated damages and shall be Seller's sole remedy at law or in
equity. The Earnest Money otherwise shall be refunded or forfeited in
accordance with the terms contained in this Offer, and if all of the terms and
conditions of this Offer are satisfied or waived and the transaction is closed,
the Earnest Money shall be applied to the Purchase Price.
2. Payment of Purchase Price. On closing this transaction, the
Purchaser shall pay the full Purchase Price to Seller in cash.
3. Closing Date. Subject to all other terms and conditions set
forth in this Contract, the transaction shall be closed on or before thirty
(30) days after the expiration of the ninety day period referred to in Section
7.3 (the "Closing Date").
4. Closing Documents. At closing, Seller shall deliver: (a) a
fully executed general Warranty Deed conveying to Purchaser title to the Real
Estate and improvements thereon subject only to the lien for non-delinquent
assessments and real estate taxes, and to Permitted Exceptions (as defined in
Section 7.2); (b) a vendor's affidavit in form and substance reasonably
satisfactory to Purchaser; (c) the unconditional written agreement by the Title
Insurer (as defined in Section 7.2) to issue pursuant to the Title Commitment
(as defined in Section 7.2) a final title policy insuring fee simple title to
the Real Estate in Purchaser subject only to the lien for non-delinquent taxes
and assessments and the Permitted Exceptions (as defined in Section 7.2); and
(d) such other documents as are required by law in connection with the sale of
real estate in Indiana.
5. Date of Possession. Possession of the Real Estate shall be
delivered to Purchaser on or before the Closing Date, subject only to the
rights of tenants, if any, approved by Purchaser. Rents, if any, shall be
prorated to the Closing Date.
6. Taxes and Assessments. Purchaser shall assume and agree to
pay all installments of real estate taxes due and payable in May, 1994 and
thereafter, and all assessments for municipal improvements becoming a lien
after the Closing Date.
7. Conditions of Performance. Purchaser's obligations hereunder
are subject to the timely and complete satisfaction of the following
conditions, unless waived in writing by Purchaser:
7.1 Survey. Purchaser shall obtain a staked survey of the
Real Estate satisfactory to Purchaser, conforming to the Minimum Standards for
an Indiana Land Title Survey, certified as of a current date by a registered
Indiana land surveyor of Purchaser's choice. The survey shall establish the
precise legal description of the Real Estate and that the net acreage of the
Real Estate is not less than 7.8 acres. The Purchaser shall pay the cost and
expense of the survey and shall receive a credit against the Purchase Price in
the amount of such cost and expense but not more than Two Thousand Dollars
($2,000).
7.2 Title Insurance. Purchaser, at Seller's cost and
expense, shall obtain a title insurance commitment (the "Title Commitment") for
the Real Estate issued by a title insurance company selected by Purchaser (the
"Title Insurer"), in which commitment the Title Insurer shall agree to insure
for the full amount of the Purchase Price merchantable and marketable title to
the Real Estate in the name of the Purchaser with such endorsements as
Purchaser shall reasonably require, free of all exceptions (including without
limitation, the standard exceptions), except only (i) the lien of taxes and
assessments, if any, that Purchaser has agreed to pay, (ii) such other
exceptions shown thereon to which Purchaser does not object in writing within
ten (10) days after receipt thereof (the "Permitted Exceptions"), and (iii) any
existing mortgage lien which shall be released at closing.
7.3 Development. Within ninety (90) days after complete
agreement between Purchaser and Seller as to this Contract, Purchaser, at
Purchaser's cost and expense, shall have determined and satisfied itself that:
(a) the Real Estate is an acceptable site for Purchaser's prospective tenant;
(b) the Real Estate does not contain any subterranean or other soil defects or
conditions which would impair or adversely affect Purchaser's intended use and
development or require extraordinary or unusually costly development techniques
or measures; (c) the storm drainage water retention requirement for the real
estate will not significantly interfere with Purchaser's intended use and
development of the Real Estate, and an outlet pipe is available near the
property line of sufficient size and ready accessibility to accommodate storm
drainage runoff from the Real Estate; (d) the Real Estate is free of any
environmental defects or hindrances to its use or development; and (e) the Real
Estate is in all other respects suitable for and will support and permit
Purchaser's intended use and development.
8. Seller's Representations and Warranties. Seller hereby
represents and warrants to Purchaser (and shall be deemed to represent and
warrant on the Closing Date) that: (a) there is no condemnation or similar
proceeding which is pending or, to Seller's knowledge, threatened against the
Real Estate or any part thereof; (b) Seller has not received any notification
from any governmental agency, authority or instrumentality of any pending or
threatened assessments on or against the Real Estate for the cost of public
improvements to be made with respect to the Real Estate or any part thereof;
(c) Seller will not permit any lien or other encumbrance to attach to or affect
the Real Estate and improvements thereon after the acceptance of this Offer,
except for the lien of non-delinquent real estate taxes and any existing
mortgage lien to be released at closing; (d) to the best of Seller's knowledge,
there are no underground fuel, chemical or other storage tanks located in the
Real Estate; and (e) to the best of Seller's knowledge, the Real Estate has not
been used for the treatment, storage or disposal of or otherwise contaminated
by any hazardous or special wastes, substances, materials, constituents,
pollutants or contaminates (as defined by federal, state or local laws,
statutes, ordinances, rules or regulations).
9. Nonperformance. In the event that one or more of the
conditions set forth in Section 7 are not timely and completely satisfied,
Purchaser may cancel this Contract and all of its obligations hereunder by
written notice to Seller, in which event the Earnest Money shall be immediately
refunded to Purchaser.
10. Damage and Condemnation. If the Real Estate shall be damaged,
destroyed or condemned, in whole or in part, or if any notice of condemnation
shall be given at any time after acceptance of this Offer, Purchaser, at its
sole option, may (a) cancel the Contract or (b) proceed with closing, in which
event Purchaser may apply the proceeds of any condemnation award or insurance
policy to reduce the Purchase Price. If Purchaser elects to cancel this
Contract for such cause, the Earnest Money shall be immediately refunded to
Purchaser.
11. Inspection; Review of Documents. (a) Purchaser shall have the
right to enter upon the Real Estate and conduct all tests and examinations
which Purchaser reasonably deems necessary. In the event Purchaser conducts
tests and/or examinations of the Real Estate and changes its present condition
and provided further that Purchaser fails or refuses to close this purchase,
Purchaser shall return the Real Estate to its original condition; (b) Seller
shall furnish to Purchaser, within ten (10) days after acceptance of this
Contract, copies of any and all material agreements and written instruments not
of record and in Seller's possession that are binding upon the Real Estate or
the owner thereof.
12. Notices. All notices shall be deemed delivered to Seller when
deposited in the U.S. mail, addressed to Seller c/o Walter B. Freihofer, 5745
Broadway, Indianapolis, Indiana 46220 (or such other address as Seller may
designate to Purchaser in writing) and to Purchaser when so deposited and
addressed to Purchaser c/o Browning Investments, Inc., 11550 North Meridian
Street, Suite 150, Carmel, Indiana 46032.
13. Specific Performance. Seller agrees that money damages is not
an adequate remedy for breach of this Contract by Seller, and, in addition to
any other remedies available to Purchaser, in the event of a breach by Seller,
Purchaser shall be entitled to the remedy of specific performance to enforce
the terms hereof.
14. Brokers. Purchaser represents and warrants that no fee,
commission or similar compensation will be payable by Purchaser or Seller to
any broker or other person in connection with this transaction on account of
any agreement or action of Purchaser, except for the aggregate commission of
six percent (6%) of the Purchase Price to be paid at closing by Seller from the
proceeds of the transaction with one-half of said commission to Walter B.
Freihofer as listing broker and the other half of said commission to Browning
Investments, Inc. as selling broker.
15. Assignment. On or before the Closing Date, Purchaser shall
have the right to assign or transfer all or any portion of its rights under the
Contract to any assignee of Purchaser; provided, however, that Purchaser shall
remain obligated to fulfill the terms and conditions of the Contract.
16. Survival and Indemnity. All representations, warranties and
agreements contained in this Contract shall survive the closing, and Seller and
Purchaser shall each indemnify and hold the other harmless from and against all
costs and damages (including attorneys' fees and court costs) incurred as a
result of any breach of any representation or warranty.
17. Construction. The terms and provisions of this Contract shall
be governed and construed in accordance with the laws of the State of Indiana.
The captions and section numbers shall not be considered in any way to affect
the interpretation of this Contract. This Contract shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs, and personal representatives. This Contract is the final
expression of the complete and exclusive agreement between Seller and
Purchaser. The term "Contract" as used herein means the contract arising
between the parties or the terms of this Offer following acceptance by Seller.
18. Authority. The individuals executing this Offer represent and
warrant that they have been and are fully authorized and empowered to execute
this Offer on behalf of the person or entity on whose behalf they are signing.
19. Memorandum of Contract. Upon request by Purchaser, Seller
shall execute and deliver to Purchaser duplicate originals of a memorandum of
this Contract, in recordable form, satisfactory to Purchaser in its sole
discretion; however, such memorandum shall not disclose the Purchase Price.
20. Facsimile. Facsimile copies signed by Purchaser or Seller and
transmitted by one to the other shall be binding on the parties as if they were
original documents. Nevertheless, whenever any document is signed and
transmitted by facsimile, the transmitting party shall promptly thereafter
provide the receiving party with the original signed document.
21. Duration of Offer. This Offer shall expire if written
acceptance endorsed herein is not delivered to Purchaser at the address
specified in Section 12 on or before 5:00 p.m. August 11, 1993.
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|---|
This Offer to Purchase is hereby executed this 9th day of August, 1993,
as to Purchaser.
PURCHASER:
Carmel Drive Realty, Inc.
By:/s/ F. RICHARD REMBUSCH
________________________________
Printed Name: F. Richard Rembusch
Title: Vice President
ACCEPTANCE OF OFFER
Seller hereby accepts the foregoing Offer on this _____ day of
_______________, 1993. Seller represents and warrants that no fee, commission
or similar compensation will be payable by Seller or Purchaser to any broker
or other person in connection with this transaction on account of any agreement
or action of Seller, except as provided in section 14 hereof.
SELLER:
TOKEN COMPANY, INC.
By:________________________________
Edward F. Karsch
President
CHARLES F. LAUGHNER
By:________________________________
Charles F. Laughner
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/94 | | | | | | | 10-Q |
| | 1/7/94 | | 1 |
| For Period End: | | 12/31/93 | | | | | | | 11-K |
| | 12/1/93 | | 1 |
| | 9/3/93 | | 1 | | 9 |
| | 9/2/93 | | 2 | | 9 |
| | 8/30/93 | | 6 | | 8 |
| | 8/26/93 | | 5 | | 7 |
| | 8/25/93 | | 6 |
| | 8/24/93 | | 4 |
| | 8/23/93 | | 5 |
| | 8/18/93 | | 5 |
| | 8/17/93 | | 4 | | 5 |
| | 8/11/93 | | 12 |
| | 8/9/93 | | 4 | | 9 |
| List all Filings |
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