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Home My WebLink AboutAsset purchase agreement and first amendment P�� :6 CRC = cityirri CARMEL REDEVELOPMENT COMMISSION Brookshire First Mortgage, LLC SENT VIA CERTIFIED MAIL NO. Attn: Ralph Little 7006 0100 0005 4089 3461 James Brainard 37 Water Street RETURN RECEIPT REQUESTED Mayor PO Box 442 AND U.S. FIRST CLASS MAIL Mystic, CN 06355 Commissioners Steven A. Hulce SENT VIA CERTIFIED MAIL NO. Ronald E. Carter Geneva Capital Investments, Ltd. 7006 0100 0005 4089 3478 President 316 South 7th Street RETURN RECEIPT REQUESTED William Hammer Geneva, IL 60134 AND U.S. FIRST CLASS MAIL Vice President Richard Sharp Rory O'Bryan SENT VIA CERTIFIED MAIL NO. Secretary Harrison & Moberly, LLP 7006 0100 0005 4089 3485 11611 North Meridian, Suite 150 RETURN RECEIPT REQUESTED Jerry L. Heniser Carmel, IN 46032 AND U.S. FIRST CLASS MAIL Commissioner RE: September 5, 2006 - Asset Purchase Agreement Staff Les Olds,AIA Gentleman: Director of Redevelopment Pursuant to the provisions of paragraph 6 (E) of the above referenced Sherry S. Mielke agreement, the City of Cannel and its redevelopment commission, hereby terminate Director of Finance this agreement. All copies of financial records obtained by the City will be returned Phyllis G. Morrissey to Mr. O'Bryan in the near future. Redevelopment Assistant CITY OF CARMEL, INDIANA, ON BEHALF OF THE CARMEL R DE EQPMENT CO MISSION a B / l� . a Ronald E. Carter Its: President 111 WEST MAIN STREET, Sunk 140, CARMEL, IN 46032 OFFIcr 317.571.ARTS (2787) FAx 317.571.2789 ,,V0.°sMt„, �° 6 s '( Rc CARMEL REDEVELOPMENT COMMISSION September 25, 2006 Brookshire First Mortgage, LLC SENT VIA CERTIFIED MAIL James Brainard Attn: Ralph Little NO.7006 0100 0005 4089 3461 Mayor 37 Water Street RETURN RECEIPT REQUESTED P.O. Box 442 AND FIRST CLASS PRE-PAID Commissioners Mystic, CN 06355 MAIL Ronald E.Carter Steven A. Hulce SENT VIA CERTIFIED MAIL President Geneva Capital Investements, Ltd. NO.7006 0100 0005 4089 3478 William Hammer 316 South 7th Street RETURN RECEIPT REQUESTED Vice President GENEVA, IL 60134 AND U.S. FIRST PRE-PAID Richard Sharp MAIL Secretary Rory O'Bryan HAND DELIVERED AND SENT Jerry L. Heniser Harrison & Moberly, LLP. VIA CERTIFIED MAIL NO. 7006 Commissioner 11611 North Meridiean, Suite 150 0100 0005 4089 3485 RETURN Carmel, IN 46032 RECEIPT REQUESTED AND U.S. FIRST CLASS PRE-PAID MAIL RE: September 5, 2006 Staff Asset Purchase Agreement Les Olds,AIA Gentleman: Director of Redevelopment Sherry S. Mielke Pursuant to the provisions of paragraph 6 (E) of the above referenced Director of Finance agreement, the City of Carmel and its redevelopment commission, hereby Phyllis G.Morrissey terminate this agreement. All copies of financial records obtained by the Redevelopment Assistant City will be returned to Mr. O'Bryan in the near future. CITY OF CARMEL, INDIANA, ON BEHALF OF THE CARMEL DE �r S ' ENT COM . SIIN `e _ By. /,/,y, ' Ro d E. Carter Its: President 111 WEST MAIN STREET, SUITE 140, CARMEL, IN 46032 OFFICE 317.571.ARTS (2787) FAX 317.571.2789 QEVELOP Dec1/2,e° CARMEL REDEVELOPMENT COMMISSION September 25, 2006 Brookshire First Mortgage, LLC SENT VIA CERTIFIED MAIL James Brainard Attn: Ralph Little NO.7006 0100 0005 4089 3461 Mayor 37 Water Street RETURN RECEIPT REQUESTED P.O. Box 442 AND FIRST CLASS PRE-PAID Commissioners Mystic, CN 06355 MAIL Ronald E. Carter Steven A. Hulce SENT VIA CERTIFIED MAIL President Geneva Capital Investements, Ltd. NO.7006 0100 0005 4089 3478 William Hammer 316 South 7th Street RETURN RECEIPT REQUESTED Vice President GENEVA, IL 60134 AND U.S. FIRST PRE-PAID Richard Sharp MAIL Secretary Rory O'Bryan HAND DELIVERED AND SENT Jerry L. Heniser Harrison & Moberly, LLP. VIA CERTIFIED MAIL NO. 7006 Commissioner 11611 North Meridiem, Suite 150 0100 0005 4089 3485 RETURN Carmel, IN 46032 RECEIPT REQUESTED AND U.S. FIRST CLASS PRE-PAID MAIL RE: September 5, 2006 Staff Asset Purchase Agreement Les Olds,AIA Director of Redevelopment Gentleman: Sherry S. Mielke Pursuant to the provisions of paragraph 6 (E) of the above referenced Director of Finance agreement, the City of Carmel and its redevelopment commission, hereby terminate this agreement. All copies of financial records obtained by the Phyllis G.Morrissey Redevelopment Assistant City will be returned to Mr. O'Bryan in the near future. CITY OF CARMEL, INDIANA, ON BEHALF OF THE CARMEL syAk /"...a. , SIGN Ro . d E. Carter Its: President 111 WEST MAIN STREET, SUITE 140, CARMEL, IN 46032 OFFICE 317.571.ARTS (2787) FAX 317.571.2789 Brookshire First Mortgage, LLC VIA FED EX Attn: Ralph Little 37 Water Street PO Box 442 Mystic, CN 06355 Steven A. Hulce VIA FED EX Geneva Capital Investments, Ltd. 316 South 7th Street Geneva, IL 60134 Rory O'Bryan VIA HAND DELIVERED Harrison& Moberly, LLP 11611 North Meridian, Suite 150 Carmel, IN 46032 RE: September , 2006 Asset Purchase Agreement Gentleman: Pursuant to the provisions of paragraph 6 (E)of the above referenced agreement, the City of Carmel and its redevelopment commission, hereby terminate this agreement. MI copies of financial records obtained by the City will be returned to Mr. O'Bryan in the near future. CITY OF CARMEL; INDIANA, ON BEHALF OF THE CARMEL REDEVELOPMENT COMMISSION By: Ronald E. Carter Its: President E 'd VOLS-SLS-LSE XH3 13Ca3SH1 dH WdOb :Z 9002 az des Brookshire First Mortgage, LLC VIA FED EX Page 1 of 2 Mielke, Sherry S From: Bass, Elaine A Sent: Monday, September 25, 2006 3:53 PM To: Mielke, Sherry S Subject: RE: Brookshire Sherry, I cannot change what Walsh sent to you, but what you want to have at the top of the letter is: For Brookshire: SENT VIA CERTIFIED MAIL NO. 7006 0100 0005 4089 3461 RETURN RECEIPT REQUESTED AND U. S. FIRST CLASS MAIL Ort fail For Hulce: SENT VIA CERTIFIED MAIL NO. 7006 0100 0005 4089 3478 RETURN RECEIPT REQUESTED AND U.S. FIRST CLASS MAIL For O'Bryan: SENT VIA CERTIFIED MAIL NO. 7006 0100 0005 4089 3485 RETURN RECEIPT REQUESTED AND U.S. FIRST CLASS MAIL I will have these certified forms over here and ready when you come. Call me for clarification. Elaine From: Mielke, Sherry S Sent: Monday, September 25, 2006 3:46 PM To: Bass, Elaine A Subject: FW: Brookshire From: Michael S. Walsh [mailto:msw @mwalshprofcorp.com] Sent: Monday, September 25, 2006 3:37 PM To: Mielke, Sherry S Subject: Brookshire I am getting this ready in case we can't come to a mutual agreement on the purchase price. Mike Brookshire First Mortgage, LLC VIA FED EX Attn: Ralph Little 37 Water Street PO Box 442 Mystic, CN 06355 Steven A. Hulce VIA FED EX Geneva Capital Investments, Ltd. 316 South 7th Street Geneva, IL 60134 Rory O'Bryan VIA HAND DELIVERED G 9/25/2006 Brookshire First Mortgage, LLC VIA FED EX Page 2 of 2 Harrison & Moberly, LLP 11611 North Meridian, Suite 150 Carmel, IN 46032 RE: September , 2006 Asset Purchase Agreement Gentleman: Pursuant to the provisions of paragraph 6 (E) of the above referenced agreement, the City of Carmel and its redevelopment commission, hereby terminate this agreement. All copies of financial records obtained by the City will be returned to Mr. O'Bryan in the near future. CITY OF CARMEL, INDIANA, ON BEHALF OF THE CARMEL REDEVELOPMENT COMMISSION By: Ronald E. Carter Its: President 9/25/2006 Its: President . � 1 TERZO DRAFT Real Estate Casiselors" V . BOLO 1 1L Nc. and Appraisers I M.Brad Beerbower,Mw Raymond V.Bologna,CRE,Ma Kevin J.Hartman,Mm Brenda 0.Makarov,Mw October 6, 2006 IFrederick C.Terzo,ORE,Ma,MCP Erick P.Landeen,Mu Gregory B.Martin,Mni Mr. Les S. Olds, AIA Director of Redevelopment Carmel Redevelopment Commission One Civic Square Carmel, Indiana 46032 11 RE: Real Estate Appraisal, Summary Report Brookshire Golf Club 11 12120 Brookshire Parkway Carmel, Indiana 11 Dear Mr. Olds: As you requested, we have performed the necessary research to II. provide a real estate appraisal in summary format of the referenced property. The purpose of this appraisal is to estimate the market value of the going-concern of the current business enterprise. Since 9 the property is an existing development, the as-is market value based .. on a current report date of September 7, 2006 will be reported. The market conclusion is predicated upon the conditions and limitations stated in Section 2 of this report. Specifically, it is also predicated on the following hypothetical conditions and/or extraordinary assumptions and conditions. 1. The value of the personal property has been estimated based on h the depreciated book value of the assets as provided by the seller, Old Saybrook Golf Capital, LLC. 8606 Allisonville Road Suite 205 —_ Indianapolis, IN 46250 U ' 317-849-9925 FAX: 317-849-9978 www.terzo.com . Email: indyquotes @terzo.com OFFICES IN: II Indianapolis,Indiana ]tlp Detroit,Michigan DRAFT Mr. Les S. Olds r October 6, 2006 Page 2 ) The attached report is a presentation of our research in summary format, concluding that the market value of the going concern (including the real PIproperty and personal property) is as follows. As-is market value effective September 7, 2006 Real Property $2,425,000 RO Personal Property $ 75,000 Intangibles (Liquor License) $ 100,000 Total Going Concern $2,600,000 This letter must remain attached to the report in order for the value opinion set forth to be considered valid. Sincerely, It At QKevin J. 'adman, MAI Indiana Certified General Appraiser - CG49400422 for Terzo & Bologna, Inc. N I TERZO ibBOLOGI Wwcand rs FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT BETWEEN BROOKSHIRE FIRST MORTGAGE, LLC AND CARMEL REDEVELOPMENT COMMISSION This First Amendment to Asset Purchase Agreement ("APA") is made and effective this day of October, 2006 by and between Brookshire First Mortgage, _ LLC; an Indiana limited liability company ("Seller"), and the City of Carmel, Indiana, an Indiana municipality, for and on behalf of the Carmel Redevelopment Commission ("Buyer"). - WHEREAS, Seller and Buyer executed the APA on or about August 22, 2006 for the sale of the Brookshire Golf Club ("Golf Business") and the Hamilton County, Indiana real estate on which the Golf Business is conducted ("Real Estate") (collectively, the "Property"); WHEREAS, Section 6 of the APA sets forth conditions to Buyer's obligations, including but not limited to Section 6.3, paragraphs A through F, which set out certain contingencies and a time frame in which such contingencies must be satisfied; WHEREAS, Buyer sent a notice of termination of the APA pursuant to the provisions of paragraph 6.3 E, but Buyer remains interested in purchasing the Property; WHEREAS, Section 5.1 of the APA set the Closing Date as October 3, 2006; and WHEREAS, Buyer and Seller wish to reinstate the APA, to extend the time in which the contingencies must be satisfied, and to reschedule the Closing Date; NOW, THEREFORE, the parties agree as follows: 1) Buyer's termination is revoked and the APA is reinstated. 2) Seller and Buyer agree that the dates by which the conditions set forth in Section 6.2(e) (consents and approvals) and Sections 6.3.D (inspections), 6.3.E (financial statements) and 6.3.F (business valuation/appraisal) of the APA must be satisfied or waived by Buyer are hereby extended to November 15, 2006; and if Buyer does not give written notice to the contrary to Seller as to any such condition or contingency on or before said date, such condition or contingency shall be deemed to be satisfied as of that date. 3) Seller and Buyer agree that the Closing Date shall be within 30 days after Buyer's acceptance of the conditions and such closing shall be held at 1 :00 PM, at the offices of Chicago Title Insurance Company, 11711 North Street. Suite 4160, Carmel, IN 46032, unless otherwise agreed by the parties. -1- 264887-2 ) . 1 4) Seller agrees that it shall not solicit, sell or adver - . e e • packages, golf membershi s • •t -- I r •ig its or golf or related privileges at the ' Pro•er •• e prior written consent of Buyer so long as the APA remains in effect. /f 64 -eo 5) Except as expressly modified herein, the parties ratify and confirm all other provisions of the APA. IN WITNESS WHEREOF, the parties hereto have entered into this First Amendment to Asset Purchase Agreement effective the date first written above. SELLER: BUYER: BROOKSHIRE FIRST MORTGAGE, LLC CITY OF CARMEL, INDIANA ON BEHALF OF THE CARMEL By: Old Saybrook Golf Capital.,LLC, Manager REDEVELOPMENT COMMISSION J J By: By. S a�/�-4 Steven A. Hulce, Manager Ron arter, President By: Clare Holdinggss, LLC, Manager Ralph E. Little, Managing Member -2- 264887-2