EXHIBIT 10.4
REAL ESTATE CONTRACT
(UNIMPROVED PROPERTY)
1. PARTIES: BANK OF THE OZARKS, wca (individually, or collectively, the
"Buyer") offers to purchase, subject to the terms and conditions set forth
herein, from the undersigned (individually or collectively, the "Seller"), the
property described in paragraph 2 of this contract (the "Property"):
2. LEGAL DESCRIPTION AND ADDRESS: APPROX. 2.1 ACRES LOCATED IN THE
NORTHEAST CORNER OF THE INTERSECTION OF XXXXXX AVENUE AND XXXXXXX ROAD, FORT
XXXXX, XXXXXXXXX COUNTY, ARKANSAS. COMPLETE LEGAL DESCRIPTION TO FOLLOW.
3. PURCHASE PRICE: Subject to the following conditions the buyer shall pay
the following to the Seller for the Property (the "Purchase Price")
...................................................................$1,100,000.00
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CASH: Cash at closing in the [X] exact
[_] approximate sum of.........................................$1,100,000.00
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FINANCING AS FOLLOWS: N/A
4. LOAN AND CLOSING COSTS: Unless otherwise specified, all Buyer's closing
costs, including origination fee, assumption fees, loan costs, prepaid items and
loan discount points, are to be paid by Buyer. Seller to pay Seller's closing
costs. REVENUE STAMPS AND CLOSING FEE TO BE EQUALLY SPLIT BETWEEN BUYER AND
SELLER.
5. APPLICATION FOR FINANCING: If applicable, Buyer agrees to make complete
application for new loan or for loan assumption within N/A business days from
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the execution date of this Real Estate Contract and to request that the loan or
the assumption be approved on or about N/A calendar days after application.
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Complete loan application includes ordering and paying for any credit reports or
appraisals that are required to make the loan. In order to timely complete the
application required by this Paragraph 5, Buyer agrees to provide lender with
all requested information. Unless otherwise specified, if said loan is not
closed or assumed, Buyer agrees to pay for loan costs incurred, including
appraisal and credit report, unless failure to close is caused by Seller, in
which case such expenses will be paid by Seller. Buyer understands that failure
to timely make loan application as defined above constitute a breach of this
Real Estate Contract.
6. XXXXXXX MONEY: Buyer herewith tenders a check for $10,000.00 to be
deposited by Listing Agent Firm upon acceptance as xxxxxxx money which shall
apply toward the Purchase Price or closing costs. This Real Estate Contract
shall serve as a receipt for said Xxxxxxx Money deposited. If title
requirements are not fulfilled or if Buyer is unable to obtain financing or
approval of assumption as specified in Paragraph 3, the xxxxxxx money shall be
promptly refunded to Buyer. If Buyer fails to fulfill his
obligations under this contract or after all conditions have been met, Buyer
fails to close this transaction, the xxxxxxx money may, at the sole and
exclusive option of the Seller, be retained by the Seller as liquidated damages.
Alternatively, Seller may return the xxxxxxx money and assert all legal or
equitable rights which may exist as a result of Buyer breaching the contract.
Buyer warrants, represents and acknowledges that the check tendered will be
honored upon presentation to Buyer's bank, and that Buyer shall be in default of
this Real Estate Contract if the check is not honored in a timely manner. Buyer
and Seller agree that, in the event of any dispute concerning entitlement to the
Xxxxxxx Money, Listing Agent Firm may interplead the Xxxxxxx Money into a court
of competent jurisdiction, and upon such interpleader, both Listing Agent Firm
and Selling Agent Firm shall be released from liability to Buyer and Seller.
Listing Agent Firm shall be reimbursed any attorneys fees or costs from the
interplead Xxxxxxx Money.
7. CONVEYANCE: Unless otherwise specified, conveyance shall be made to
Buyer by general warranty deed, in fee simple absolute, except it shall be
subject to recorded instruments and easements, if any, which do not materially
affect the value of the Property. Unless expressly reserved herein, SUCH
CONVEYANCE SHALL INCLUDE ALL MINERAL RIGHTS OWNED BY SELLER, IF ANY. Seller
warrants and represents only those signatures set forth below are required to
transfer legal title to the Property.
8. TITLE REQUIREMENTS: Unless otherwise specified, the Seller shall
furnish, at Seller's cost title insurance in the amount of the Purchase Price.
If objections are made to Title, Seller shall have a reasonable time to cure the
objections. Also unless otherwise specified, if the Buyer is obtaining
financing to purchase the Property, Buyer shall furnish at Buyer's cost
mortgagee's title policy in the amount of the loan to be obtained, if required
by the lender.
9. SURVEY:
[_] A. No survey shall be provided.
[X] B. A current survey in a form satisfactory to Buyer (and Buyer's
lender, if applicable), certified within 30 days of closing by a
registered land surveyor, will be provided and paid for by:
[_] Buyer [X] Seller.
[_] C. Other: ___________________________________________
10. PERCOLATION/SOIL TEST:
[X] A. No percolation or other soil test shall be provided.
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[_] B. A current percolation or other soil test in a location
satisfactory to Buyer (and Buyer's lender, if applicable),
certified within _____ days of closing will be provided and paid
for by:
_____ Buyer _____ Seller.
11. PRORATIONS: Taxes and special assessments due on or before closing
shall be paid by Seller. Any deposits on rental property are to be transferred
to buyer at closing. Insurance, general taxes, special assessments, rental
payments and interest on any assumed loan shall be prorated as of closing,
unless otherwise specified herein.
12. CLOSING: Closing is the date and time at which the Seller delivers the
executed and acknowledged deed. The closing date is designated to be no later
than seven (7) calendar days after APRIL 14, 1997. The closing date may be
extended only by written agreement of Buyer and Seller. Buyer and Seller agree
that time is of the essence. If the sale is not consummated by the closing date
(or any written extension thereof), the parties shall have the remedies
available to them in equity or at law, including the remedies provided to Seller
in Paragraph 6.
13. OTHER CONTINGENCY:
[X] A. No Other Contingency, (Except for those conditions listed
elsewhere in this Real Estate Contact.)
[_] B. This Real Estate Contract is contingent upon ____________________
__________________________________________________ on or before
_______________, 19____.
During the term of this Real Estate Contract:
[_] (i)NON-BINDING CLAUSE: It is understood and agreed that every
effort will be made to obtain another Real Estate Contract on the
Property and that in the event another offer is accepted, this
Real Estate Contract is null and void and xxxxxxx money shall be
promptly refunded to Buyer.
[_] (ii)BINDING WITH ESCAPE CLAUSE: Seller has the right to continue
to show the Property and solicit and enter into another Real
Estate Contract on this Property. However, all contracts shall be
subject to termination of this Real Estate Contract. Upon receipt
of written notice of an additional Real Estate Contract being
accepted by Seller (the "Notice"), Buyer shall be deemed in
receipt of the Notice upon the earlier of (a) actual receipt of
the Notice or (b) two (2) business days after Seller or Listing
Agent Firm deposits the Notice in the United States mail,
certified for delivery to
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Buyer at ______________________________________ with sufficient
postage to ensure delivery. Removal of this contingency shall
occur only by delivery of written notice, in a manner ensuring
actual receipt, to Seller or Listing Agent Firm within ____ hours
after Buyer received the Notice. Time is of the essence. Buyer
further agrees to forfeit all xxxxxxx monies in the event Buyer
does not perform on this Real Estate Contract for any reason
concerning this contingency, if the same is removed. If this
contingency is removed, a closing date shall be agreed upon by
the parties. If a closing date is not agreed upon closing shall
occur _____ calendar days from removal. Should Buyer not remove
this contingency as specified, then this Real Estate Contract
shall be deemed null and void.
[_] (iii) BINDING WITHOUT ESCAPE CLAUSE: It is understood and agreed
that the Seller has the right to enter into backup contracts and
other contracts shall not affect this Real Estate Contract.
14. POSSESSION: Possession of the Property shall be delivered to Buyer:
[X] A. Upon the closing (Seller's delivery of executed and acknowledged
Deed).
[_] B. Upon Buyer's completion, signing and delivery to Seller (or to
the Listing Agent Firm or the closing agent agreed to by the
Buyer and Seller) of all loan and closing documents required to
be executed by Buyer.
[_] C. After the closing (Seller's deliver of executed and acknowledged
Deed), but no later than _____ days after closing, Seller agrees
to pay $__________ per day from the day after closing through the
date possession is delivered. Receipt and acceptance of such
daily rental shall not extend the time of Seller's requirement to
deliver possession at the time set forth herein. The rental sum
shall be paid:
[_] (i) by depositing this sum with Listing Agent Firm (or the
closing agent agreed to by the Buyer and Seller) to be disbursed
to the parties entitled thereto on the date possession is
delivered.
[_] (ii) directly to Buyer on the date possession is delivered.
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Seller will be responsible for all damages caused to the Property
during the period between the closing date and the date possession is
delivered to Buyer, only if caused by Seller's intentional or
negligent actions.
[_] D. Prior to Closing. (See attached addendum)
15. FIXTURES AND ATTACHED EQUIPMENT: Unless specifically excluded herein,
all fixtures and attached equipment, if any, are included in the Purchase Price.
16. BUYER'S DISCLAIMER OF RELIANCE: BUYER CERTIFIES THAT BUYER HAS
PERSONALLY INSPECTED, OR HAD A REPRESENTATIVE INSPECT, THE PROPERTY AS FULLY AS
BUYER DESIRES AND IS NOT RELYING AND SHALL NOT HEREAFTER RELY UPON ANY
WARRANTIES, REPRESENTATIONS OR STATEMENTS OF THE LISTING AGENT FIRM, THE SELLING
AGENT FIRM, OR ANY AGENT, INDEPENDENT CONTRACTOR OR EMPLOYEE ASSOCIATED WITH
THOSE ENTITIES, REGARDING THE AGE, SIZE, QUALITY, VALUE OR CONDITION OF THE
PROPERTY, INCLUDING WITHOUT LIMITATION ALL IMPROVEMENTS, ELECTRICAL OR
MECHANICAL SYSTEMS, PLUMBING OR APPLIANCES, OTHER THAN THOSE SPECIFIED HEREIN,
IF ANY, WHETHER OR NOT ANY EXISTING DEFECTS IN ANY SUCH REAL OR PERSONAL
PROPERTY MAY BE REASONABLY DISCOVERABLE BY BUYER OR A REPRESENTATIVE HIRED BY
BUYER. NEITHER LISTING AGENT FIRM NOR SELLING AGENT FIRM CAN GIVE LEGAL ADVICE
TO BUYER OR SELLER. LISTING AGENT FIRM AND SELLING AGENT FIRM STRONGLY URGE
THAT STATUS OF TITLE, PROPERTY CONDITION, QUESTIONS OF SURVEY AND ALL
REQUIREMENTS OF SELLER AND BUYER HEREUNDER SHOULD EACH BE INDEPENDENTLY VERIFIED
AND INVESTIGATED.
17. SELLER PROPERTY DISCLOSURE:
[_] A. Buyer has neither received nor requested from Seller a written
disclosure concerning the condition of the Property prior to the
execution of this contract, but this fact neither limits nor
restricts in any way the Buyer's Disclaimer of Reliance set forth
in Paragraph 16 of this contract. BUYER IS STRONGLY URGED BY THE
SELLING AGENT FIRM AND THE LISTING AGENT FIRM TO MAKE ALL
INDEPENDENT INSPECTIONS DEEMED NECESSARY PRIOR TO SIGNING THIS
CONTRACT.
[_] B. Buyer and Seller acknowledge that upon the instruction of the
Seller, either the Selling Agent Firm or the Listing Agent Firm
have delivered to Buyer prior to the execution of this contract,
a written disclosure prepared by Seller concerning the condition
of the Property, but this fact neither limits nor restricts the
Buyer's Disclaimer of Reliance set forth in Paragraph 16 of this
contract. The written disclosure prepared by Seller is dated
____________________, 19____ and is
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warranted by Seller to be the latest disclosure and the answers
contained in the disclosure are true and correct to the best of
the Seller's knowledge.
[X] C. Seller will provide to Buyer a written disclosure about the
condition of the Property which will contain information that is
true and correct to the best of the Seller's knowledge. The
disclosure should be presented to Buyer in a timely manner after
the acceptance of this Real Estate Contract and Buyer has three
(3) business days after receipt of disclosure to accept or reject
said disclosure. If Seller fails to provide the disclosure in a
timely manner, Buyer may request in writing for the Seller to
provide a disclosure within three (3) business days and if the
Seller does not provide the disclosure the Buyer may declare the
contract null and void, with Buyer to receive a refund of the
xxxxxxx money. If Buyer finds the disclosure unacceptable within
three (3) business days after receipt of disclosure, this
contract may be declared null and void by the Buyer, with Buyer
to receive a refund of the xxxxxxx money. Receipt of this
disclosure neither limits nor restricts in any way the Buyer's
Disclaimer of Reliance set forth in Paragraph 18 of this
contract.
18. OTHER: THIS CONTRACT IS SUBJECT TO THE ADDITIONAL CONDITIONS EACH OF
WHICH MUST BE SATISFIED BY BUYER WITHIN SIXTY (60) DAYS OF THIS CONTRACT DATE AS
FOLLOWS:
A. BUYER'S REVIEW AND DETERMINATION OF SITE SUITABILITY FOR BUYER'S INTENDED
USE;
B. BUYER OBTAINING ALL REQUIRED REGULATORY APPROVAL FOR THIS SITE; AND
C. BUYER OBTAINING A CURRENT SATISFACTORY PHASE I ENVIRONMENTAL STUDY,
SATISFACTORY SOIL ANALYSIS AND OTHER TEST. IN THIS REGARD, BUYER'S AGENT
OR OTHER CONTRACTORS SHALL BE ALLOWED ACCESS TO THE SITE TO COMPLETE THESE
TESTS DURING THE CONTINGENCY PERIOD.
EACH OF THE BUYER'S CONTINGENCIES ARE AT BUYER'S SOLE EXPENSE AND COST.
THE SELLER'S OBLIGATION TO SELL UNDER THIS CONTRACT IS CONDITIONED UPON
SELLER'S ABILITY TO SATISFY EACH OF THE FOLLOWING:
1. SELLER'S ABILITY TO ACQUIRE AND TRANSFER TO BUYER AT CLOSING UNDER THIS
CONTRACT THE LAND LOCATED AT THE CORNER OF XXXXXX
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XXXXXX XXX XXXXXXX XXXX CONSISTING OF APPROXIMATELY 10,000 SQ. FT. MORE OR
LESS WHICH IS NOT PRESENTLY OWNED BY SELLER.
2. SELLER SHALL HAVE RECEIVED A WRITTEN AGREEMENT FROM THE PRESENT LESSEES OF
THE PROPERTY CANCELLING THE LEASES IN EFFECT ON THIS PROPERTY AND THAT
BUILDING VACATED; AND
3. THE TOTAL COST TO SELLER TO SATISFY ITEMS 1 AND 2 ABOVE SHALL NOT EXCEED
THE SUM OF TWO HUNDRED THOUSAND AND 00/00 ($200,000.00) DOLLARS.
IN THE EVENT SELLER IS UNABLE TO SATISFY ANY OF THE SELLER'S CONDITIONS
WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT OF WRITTEN NOTICE FROM BUYER OF
THE SATISFACTION OF BUYER'S CONTINGENCIES SET FORTH HEREINABOVE, THEN
SELLER SHALL HAVE THE RIGHT TO CANCEL THIS CONTRACT WITHOUT ANY FURTHER
OBLIGATION TO THE BUYER.
19. AGENCY:
[_] A. LISTING AGENT FIRM AND SELLING AGENT FIRM REPRESENT SELLER: Buyer
acknowledges that the Listing Agent Firm and the Selling Agent
Firm, and all licensees associated with those entities are the
agents of the Seller and that it is the Seller who employed them,
whom they represent, and to whom they are responsible. Buyer
acknowledges that before eliciting or receiving confidential
information from the Buyer, the Selling Agent Firm, which may be
the same as the Listing Agent Firm, verbally disclosed that the
Selling Agent Firm represents the Seller.
[_] B. LISTING AGENT FIRM REPRESENTS SELLER AND SELLING AGENT FIRM
REPRESENTS BUYER. Buyer and Seller acknowledge that the Listing
Agent Firm is employed by the Seller and the Selling Agent Firm
is employed by the Buyer. All licensees associated with the
Listing Agent Firm are employed by, represent, and are
responsible to the Seller. All licensees associated with the
Selling Agent Firm are employed by, represent, and are
responsible to the Buyer. Buyer acknowledges the Selling Agent
Firm verbally disclosed that the Listing Agent Firm represents
the Seller. Seller acknowledges the Listing Agent Firm verbally
disclosed that the Selling Agent Firm represents the Buyer.
[_] C. LISTING AGENT FIRM AND SELLING AGENT FIRM ARE THE SAME AND
REPRESENT BOTH BUYER AND SELLER. Seller and Buyer hereby
acknowledge and agree that the
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Listing and the Selling Agent Firm are the same and all licensees
associated with the Listing and the Selling Agent Firm are
representing both Buyer and Seller in the purchase and sale of
the above referenced Property and that Listing/Selling Agent firm
has been and is now the agent of both Seller and Buyer with
respect to this transaction. Seller and Buyer have both consented
to, and hereby confirm their consent to agency representation of
both parties. Further, Seller and Buyer:
(i) agree that the Listing/Selling Agent Firm shall not be
required to and shall not disclose to either Buyer or Seller any
personal, financial or other confidential information concerning
the other party without the express written consent of that
party. This restriction excludes information related to defects
in the Property which should, at Listing/Selling Agent Firms'
discretion, be disclosed. Confidential information shall include
but not be limited to any price Seller is willing to accept that
is less than the offering price or any price the Buyer is willing
to pay that is higher than that offered in writing.
(ii) by selecting this option 19C, Buyer and Seller acknowledge
that when Listing/Selling Agent Firm represents both parties, a
conflict of interest exists, and Seller and Buyer further agree
to forfeit their individual right to receive the undivided
loyalty of Listing/Selling Agent Firm.
(iii) waive any claim now or hereafter arising out of any
conflicts of interest from Listing/Selling Agent Firm
representing both parties, Buyer and Seller acknowledge the
Listing/Selling Agent Firm verbally disclosed that the
Listing/Selling Agent Firm represents both parties in this
transaction, and Buyer and Seller have given their written
consent to this representation before entering into this Real
Estate Contract.
[X] D. SELLING AGENT FIRM REPRESENT BUYER (NO LISTING AGENT FIRM):
Seller acknowledges that the Selling Agent Firm and all licensees
associated with the Selling Agent Firm are the agents of the
Buyer and that it is the buyer who employed them, whom they
represent, and to whom they are responsible. Seller acknowledges
that at first contact, the Selling Agent Firm verbally disclosed
that the Selling Agent Firm represents the Buyer. Any
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reference to "Listing Agent Firm" in this Real Estate Contract
will be considered to mean the Selling Agent Firm, both Buyer and
Seller acknowledging that all agents involved in this Real Estate
Contract only represent the Buyer.
20. RISK OF LOSS: Risk of loss or damage to the Property by fire or other
casualty occurring prior to the xxxx Xxxxxx delivers an executed and
acknowledged deed to Buyer is expressly assumed by Seller.
21. GOVERNING LAW: This contract shall be governed by the laws of the
State of Arkansas.
22. MERGER CLAUSE: This contract, when executed by both Buyer and Seller,
shall contain the entire understanding and agreement between the Buyer and
Seller with respect to all matters referred to herein and shall supersede all
prior or contemporaneous agreements, representations, discussions and
understandings oral or written, with respect to such matters. This contract
shall not supersede any agency agreements entered into by Buyer or Seller and
Listing Agent Firm or Selling Agent Firm.
23. ASSIGNMENT: This Real Estate Contract may not be assigned by Buyer
without the prior consent of Seller, such consent not to be unreasonably
withheld. It shall not be considered unreasonable for Seller to withhold
consent if Seller is to provide financing for Buyer in any amount.
24. EXPIRATION: This contract expires if not accepted on or before
FEBRUARY 7, 1997, at 10:00 AM.
THIS IS A LEGALLY BINDING CONTRACT WHEN SIGNED BY THE PARTIES BELOW. READ
IT CAREFULLY. IF YOU DO NOT UNDERSTAND THE EFFECT OF ANY PART, CONSULT YOUR
ATTORNEY BEFORE SIGNING. REAL ESTATE AGENTS CANNOT GIVE YOU LEGAL ADVICE. THE
PARTIES SIGNED BELOW WAIVE THEIR RIGHT TO HAVE AN ATTORNEY DRAFT THIS FORM.
THIS FORM IS PRODUCED AND COPYRIGHTED BY THE ARKANSAS REALTORS ASSOCIATION.
THE SERIAL NUMBER BELOW IS A UNIQUE NUMBER NOT USED ON ANY OTHER FORM. THE
SERIAL NUMBER BELOW SHOULD BE AN ORIGINAL PRINTING, NOT MACHINE COPIED,
OTHERWISE THE FORM MAY HAVE BEEN ALTERED. DO NOT SIGN THIS FORM IF IT IS BEING
EXECUTED PAST DECEMBER 31, 1997.
FORM SERIAL NUMBER: Arkansas Land Agency, Inc. #10062
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The above contract is executed on FEBRUARY 6, 1997 at 7 PM.
ARKANSAS LAND AGENCY /s/ Xxxxx Xxxxxxx
-------------------- -----------------------
Selling Agent Firm Supervising Broker
/s/ Xxxxx Xxxxxxx
-----------------------
Selling Agent Firm
Bank of the Ozarks, WCA.
/s/ R. Xxxxxx Xxxxxxx
__________________________ ----------------------------
Buyer (Sr. Vice President) Social Security or Tax ID#
The above contract is executed on FEBRUARY 7, 1997 at 9:00 am.
ARKANSAS LAND AGENCY /s/ Xxxxx Xxxxxxx
-------------------- ----------------------------
Listing Agent Firm Supervising Broker
/s/ Xxxxx Xxxxxxx
----------------------------
Listing Agent
/s/ Toy's Inc. /s/ Xxxxxxx Xxxxxx
-------------------- ----------------------------
Print Seller's Name Seller (President)
__________________________
Social Security or Tax ID#
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The above offer was:
_____ rejected
_____ counteroffered (Form Serial Number _______________)
on _______________, 19____, __________(a.m.)(p.m.)
---------------------------------- ----------------------------------
Seller's Signature Seller's Signature
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GENERAL ADDENDUM
Regarding the Real Estate Contract (Form Serial Number 10062) dated FEBRUARY 7,
1997 between the Buyer, BANK OF THE OZARKS, WCA and the Seller, TOY' INC.
covering the real property knows as 2.1 ACRES LOCATED IN THE NE CORNER OF THE
INTERSECTION OF XXXXXX AVE. & XXXXXXX XX., FORT XXXXX, XXXXXXXXX COUNTY,
ARKANSAS ("the Property"), the Undersigned Buyer and Seller agree that:
SELLER DOES HEREBY AGREE TO EXTEND FOR AN ADDITIONAL 30 DAYS, BUYERS TIME TO
REMOVE ALL BUYERS CONDITIONS TO THE CONTRACT. FOR THIS ADDITIONAL TIME BUYER
WILL DEPOSIT AN ADDITIONAL $15,000.00 TOGETHER WITH THE PREVIOUSLY DEPOSITED
$10,000.00 ALL OF WHICH SHALL BE NON-REFUNDABLE TO BUYER, HOWEVER IN THE EVENT
THE FOLLOWING CONDITIONS ARE NOT MET, ALL DEPOSITS MADE BY BUYER SHALL BE
REFUNDED.
1. BUYER AND SELLER SHALL OBTAIN ZONING AND RE-PLATTING CHANGES, IF ANY, OR
CONDITIONAL USE PERMITS FOR BUYERS INTENDED USE AS A BRANCH BANK BEING
APPROXIMATELY 20,000 SQUARE FEET, CONTAINING 2 STORIES AND INCLUDING
GENERAL OFFICE SPACE. BUYERS OBLIGATION TO CLOSE IS CONDITIONED UPON
SATISFACTORY ZONING AND RE-PLATTING.
2. ALSO, BUYERS OBLIGATION TO CLOSE IS CONDITIONED UPON A REPORT BY EEG
ENVIRONMENTAL SERVICES CONCERNING THE ASBESTOS CONTENT IN THE STRUCTURES ON
THIS PROPERTY BEING ACCEPTABLE TO BUYER.
3. BUYER SHALL HAVE RECEIVED WRITTEN APPROVAL (ORAL PRELIMINARY HAS BEN
RECEIVED) FOR ABILITY TO ENCROACH AS NECESSARY UPON OG&E EASEMENT.
4. SELLER SHALL SATISFY ALL ITS CONDITIONS AND FULFILL OBLIGATIONS SET FORTH
IN THE CONTRACT.
This addendum, upon its execution by both parties, incorporates by reference all
provisions of the above-referenced Real Estate Contract not expressly modified
herein.
THIS IS A LEGALLY BINDING CONTRACT WHEN SIGNED BY THE PARTIES BELOW, READ IT
CAREFULLY. IF YOU DO NOT UNDERSTAND THE EFFECT OF ANY PART, CONSULT YOUR
ATTORNEY BEFORE SIGNING. REAL ESTATE AGENTS CANNOT GIVE YOU LEGAL ADVICE. THE
PARTIES SIGNED BELOW WAIVE THEIR RIGHT TO HAVE AN ATTORNEY DRAFT THIS FORM.
THIS FORM IS PRODUCED AND COPYRIGHTED BY THE ARKANSAS REALTORS ASSOCIATION. THE
SERIAL NUMBER BELOW IS A UNIQUE NUMBER NOT USED ON ANY OTHER FORM. THE SERIAL
NUMBER BELOW SHOULD BE AN ORIGINAL PRINTING, NOT MACHINE COPIED, OTHERWISE THE
FORM MAY HAVE BEEN
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ALTERED. DO NOT SIGN THIS FORM IF IT IS BEING EXECUTED PAST
DECEMBER 31, 1997.
FORM SERIAL NUMBER: 22564
The above addendum is executed on APRIL 7, 1997 at 4:00 pm.
ARKANSAS LAND AGENCY, INC. /s/ Xxxxx Xxxxxxx
-------------------------- -----------------------------------
Selling Agent Firm Supervising Broker
/s/ Xxxxx Xxxxxxx
-----------------------------------
Selling Agent
Bank of the Ozarks
/s/ Xxxxx Xxxxxxxx
------------------ ___________________________________
Buyer Social Security or Tax ID#
The above addendum is executed on 4/7, 1997 at 5:40 pm.
Arkansas Land Agency, Inc. /s/ Xxxxx Xxxxxxx
-------------------------- -------------------------------------
Listing Agent Firm Supervising Broker
/s/ Xxxxx Xxxxxxx
-------------------------------------
Listing Agent
/s/ Xxxxxxx Xxxxxx for Toy's Inc.
--------------------------------- -------------------------------------
Seller Social Security or Tax ID#
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GENERAL ADDENDUM
Regarding the Real Estate Contract (Form Serial Number 10062) dated FEBRUARY 7,
1997 between the Buyer, BANK OF THE OZARKS, WCA and the Seller, TOY'S INC.
covering the real property knows as 2.1 ACRES LOCATED IN THE NE CORNER OF THE
INTERSECTION OF XXXXXX AVE. & XXXXXXX XX., FORT XXXXX, XXXXXXXXX COUNTY,
ARKANSAS ("the Property"), the Undersigned Buyer and Seller agree that:
PURCHASE PRICE SHALL CHANGE TO $1,050,000.00 FOR THE PURPOSE OF ACCOMMODATING
BUYERS AGREEMENT WITH LESSEE AND SUB-LESSEE OF A PORTION OF THE REAL ESTATE
INCLUDED IN THE CONTRACT. SELLERS OBLIGATIONS IN THE CONTRACT SHALL REMAIN THE
SAME. IN THE EVENT CLOSING DOES NOT OCCUR DUE TO SELLERS FAILURE TO FULFILL ANY
OR ALL OF ITS OBLIGATIONS, BUYERS XXXXXXX MONEY SHALL BE REFUNDED ACCORDING TO
TERMS SET FORTH IN THE CONTRACT AND ANY ADDENDUMS.
THE CLOSING DATE SHALL BE CHANGED TO ON OR BEFORE JUNE 6, 1997.
This addendum, upon its execution by both parties, incorporates by reference all
provisions of the above-referenced Real Estate Contract not expressly modified
herein.
THIS IS A LEGALLY BINDING CONTRACT WHEN SIGNED BY THE PARTIES BELOW, READ IT
CAREFULLY. IF YOU DO NOT UNDERSTAND THE EFFECT OF ANY PART, CONSULT YOUR
ATTORNEY BEFORE SIGNING. REAL ESTATE AGENTS CANNOT GIVE YOU LEGAL ADVICE. THE
PARTIES SIGNED BELOW WAIVE THEIR RIGHT TO HAVE AN ATTORNEY DRAFT THIS FORM.
THIS FORM IS PRODUCED AND COPYRIGHTED BY THE ARKANSAS REALTORS ASSOCIATION. THE
SERIAL NUMBER BELOW IS A UNIQUE NUMBER NOT USED ON ANY OTHER FORM. THE SERIAL
NUMBER BELOW SHOULD BE AN ORIGINAL PRINTING, NOT MACHINE COPIED, OTHERWISE THE
FORM MAY HAVE BEEN ALTERED. DO NOT SIGN THIS FORM IF IT IS BEING EXECUTED PAST
DECEMBER 31, 1997.
FORM SERIAL NUMBER: Arkansas Land Agency, Inc. #10030
The above addendum is executed on MAY 21, 1997 at 4:15 pm.
ARKANSAS LAND AGENCY, INC. /s/ Xxxxx Xxxxxxx
-------------------------- ----------------------------
Selling Agent Firm Supervising Broker
/s/ Xxxxx Xxxxxxx
----------------------------
Selling Agent
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BANK OF THE OZARKS, WCA
/s/Xxxxxx Xxxxxxx /s/
------------------------ ----------------------------
Executive Vice President Seller
The above addendum is executed on 05/22, 1997 at 10:30 am.
Arkansas Land Agency, Inc. /s/ Xxxxx Xxxxxxx
-------------------------- ----------------------------
Listing Agent Firm Supervising Broker
/s/ Xxxxx Xxxxxxx
--------------------------
Listing Agent
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SCHEDULE 1
A parcel of land located in the NE 1/4 XX 0/0, Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 32 West, Fort Xxxxx, Xxxxxxxxx County, Arkansas, and more particularly as
shown on the attached site plan attached hereto and made a part hereof
containing the following property dimensions, approximately 135 ft. of frontage
along Hwy. 22; thence North approximately 288' along the western property
boundary; thence East along said North line approximately 120'; thence South
345' to the point of beginning.
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CONTRACT
THIS CONTRACT entered into on this 21 day of May, 1997, by and between
Xxxxxxxxxx Acres, Inc. d/b/a Rollo Pollo, an Arkansas Corporation, Jalisco,
Inc., an Arkansas Corporation and Tlaquepaque, Inc., an Arkansas Corporation
(hereinafter jointly referred to as "Seller") and The Bank of the Ozarks
(hereinafter referred to as "Buyer").
WITNESSETH:
1. Sublease Agreement. Subject to the terms and conditions
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hereinafter set forth, Seller hereby agrees to sell and Buyer hereby agrees to
buy, the sublease agreement ("Sublease") covering certain real property in the
County of Sebastian, City of Fort Xxxxx, State of Arkansas more particularly
described as follows, to-wit:
A parcel of land located in the NE 1/4 XX 0/0, Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 32 West, Fort Xxxxx, Xxxxxxxxx County, Arkansas, and more
particularly as shown on the attached site plan attached hereto and made a
part hereof containing the following property dimensions, approximately 135
ft. of frontage along Hwy. 22; thence North approximately 288' along the
western property boundary; thence East along said North line approximately
120'; thence South 345' to the point of beginning.
A copy of said Sublease is attached hereto as Exhibit "A" and incorporated
herein by reference.
2. Purchase Price. Buyer agrees to pay to the sublessees of the Sublease
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dated the 9th day of May, 1995, between Xxxxxxxxxx Acres, Inc. d/b/a Rollo
Pollo, an Arkansas Corporation ("Sublessor") and Jalisco, Inc. and Tlaquepaque,
Inc., both Arkansas Corporations ("Sublessees") the sum of Seventy-Five Thousand
and 00/100 ($75,000.00) Dollars.
3. Closing. The closing shall occur on or before July 1, 1997. If Buyer
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should fail to close within said time period because of its inability to pay the
purchase price, this agreement shall be null and void and any rights or
interests of Buyer in the Premises shall cease and terminate. If the Buyer
should fail to close this transaction because of title objections or the
conditions set forth in paragraph 4 of this contract, the closing of this
transaction shall be extended for a reasonable period of time to allow Buyer to
resolve such issues.
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4. Buyer's Condition to Close. Buyer shall not be obligated to close the
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purchase of the Premises if the following are not satisfactory to Buyer:
A. Closing of Land Purchase. Buyer shall have closed the purchase
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of the real property covered by the lease agreement from Toys, Inc.
5. Seller's Rights. Seller shall have the following rights:
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A. Possession of Building. Sublessees shall remain in possession of
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the building, and pay no rent for a term of nine (9) months after payment from
date of closing.
6. Buyer's Rights. Buyer shall have the following rights:
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A. Construction on Property. Buyer may begin construction on the
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leased property as shown on site plan attached hereto as Exhibit "B" following
closing. Buyer shall not interfere with Sublessee's use of said property except
on the Northwest portion of the property during the term set forth in paragraph
5A.
7. Time of the Essence. The time for closing and the keeping of the
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covenants and agreements made herein is specifically made of the essence of this
Agreement.
8. Binding Effect. This agreement shall be binding upon the parties
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hereto and upon their heirs, personal representatives and assigns.
9. Governing Law. This agreement shall be governed by the laws of the
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State of Arkansas.
IN WITNESS WHEREOF, the parties have set their hands and seals on the day
and date first above written.
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SELLER:
XXXXXXXXXX ACRES, INC.
d/b/a Rollo Pollo,
an Arkansas Corporation
By:/s/Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
JALISCO, INC.,
an Arkansas Corporation
By:/s/
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Authorized Officer
TLAQUEPAQUE, INC.,
an Arkansas Corporation
By:/s/
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Authorized Officer
BUYER:
THE BANK OF THE OZARKS, WCA
By:/s/Xxxxxx Xxxxxxx
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Executive Vice President
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