ATTORNEYS' TITLE GUARANTY FUND, INC.
EXCHANGE AGREEMENT
EXCHANGE ESCROW NO. 96026S
THIS EXCHANGE AGREEMENT is made as of the 17th day of May, 1996,
by and between Galena State Bank & Trust Co. & Galena State Bank
& Trust Co., as Trustee * ("Exchangor") and ATTORNEYS' TITLE
GUARANTY FUND, INC. ("Qualified Intermediary"). *under Trust
Agreement dated July 16, 1976, known as TRUST NO. 167
WITNESSETH:
WHEREAS, Exchangor is the holder of an interest in certain
property or properties commonly known as (1) 216 S. Commerce St.,
Galena, IL (2) 400 S. Main St., Galena, IL (3) Gear St., Galena,
IL and more fully described in Exhibit A attached hereto
(individually and collectively referred to herein as the
"Relinquished Property"); and
WHEREAS, Exchangor desires to exchange the Relinquished
Property for other property or properties of a like-kind
(individually and collectively referred to herein as the
"Replacement Property") in accordance with Section 1031 of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder (the "Regulations"); and
WHEREAS, Exchangor has entered into or is about to enter
into a contract or contracts to sell the Relinquished Property
(individually and collectively referred to herein as the
"Relinquished Property Contract"); and
WHEREAS, the Relinquished Property Contract does or will
permit Exchangor to effect a like-kind exchange of the
Relinquished Property for Replacement Property in accordance with
Section 1031 of the Code and the Regulations; and
WHEREAS, in accordance with paragraph (g)(4) of Section
l.l03l(k)-l of the Regulations, Exchangor desires Qualified
Intermediary to acquire the Relinquished Property from Exchangor,
to transfer the Relinquished Property to the purchaser or
purchasers under the Relinquished Property Contract (individually
and collectively referred to herein as the "Relinquished Property
Purchaser"), to acquire the Replacement Property from the owner
or owners thereof (individually and collectively referred to
herein as the "Replacement Property Seller"), and to transfer the
Replacement Property to Exchangor; and
WHEREAS, Qualified Intermediary desires to act as
Exchangor's "qualified intermediary" as such term is defined in
paragraph (g)(4) of Section 1.1031(k)-l of the Regulations and,
except for purposes of Section 1031(a) of the Code, as
Exchangor's agent.
NOW, THEREFORE, for and in consideration of the mutual
covenants, conditions and agreements set forth herein, Exchangor
and Qualified Intermediary hereby agree as follows:
ARTICLE 1
AGREEMENT TO EXCHANGE
1.1 Upon the terms and conditions set forth in this Exchange
Agreement, Qualified Intermediary agrees to acquire the
Relinquished Property from Exchangor, to transfer the
Relinquished Property to the Relinquished Property Purchaser, to
acquire the Replacement Property from the Replacement Property
Seller and to transfer the Replacement Property to Exchangor.
1.2 For purposes of the satisfaction of Qualified
Intermediary's obligation to acquire and transfer the
Relinquished Property and to acquire and transfer the Replacement
Property as set forth above in Section 1.1, in accordance with
paragraphs (g)(4)(iv) and (g)(4)(v) of Section 1.1031(k)-1 of the
Regulations, Exchangor shall assign to Qualified Intermediary all
of Exchanger's rights in and to (a) the Relinquished Property
Contract and (b) the contract or contracts to be entered into
between Exchangor and the Replacement Property Seller for the
sale of the Replacement Property (individually and collectively
referred to herein as the "Replacement Property Contract").
ARTICLE 2
QUALIFIED INTERMEDIARY'S ACQUISITION AND TRANSFER
OF THE RELINQUISHED PROPERTY
2.1 On or before the date on which the transfer of the
Relinquished Property is consummated pursuant to the Relinquished
Property Contract (the "Relinquished Property Closing Date"), but
in any event prior to such transfer:
(a) Exchangor (i) shall assign to Qualified Intermediary all of
Exchangor's rights in and to the Relinquished Property Contract
by executing and delivering to Qualified Intermediary an
Assignment in the form attached hereto as Exhibit B and (ii)
shall deliver all earnest money deposited under the Relinquished
Property Contract to Qualified Intermediary to be held by
Qualified Intermediary in accordance with Article 5 below;
(b) Qualified Intermediary shall accept from Exchangor the
assignment of all of Exchangor's rights in and to the
Relinquished Property Contract by executing and delivering to
Exchangor an Acceptance in the form attached hereto as Exhibit B;
(c) Exchangor shall, in accordance with the Regulations, notify
in writing the Relinquished Property Purchaser that all of
Exchangor's rights in and to the Relinquished Property Contract
have been assigned to Qualified Intermediary, which written
notification shall be in the form of Exhibit B attached hereto;
and
(d) Exchangor shall obtain the Relinquished Property
Purchaser's consent to the assignment described in this Section
2.1, which consent (i) shall include the Relinquished Property
Purchaser's acknowledgment that neither Qualified Intermediary
nor its officers, directors, agents or employees shall be
personally liable for a breach of any representations or
warranties or any obligations of Exchangor as seller under the
Relinquished Property Contract, and (ii) shall be in the form of
Exhibit B attached hereto.
For purposes of this Section 2.1, in the case of Relinquished
Property consisting of multiple properties, with regard to each
such property the Relinquished Property Closing Date shall mean
the date of transfer of that property.
2.2 To effectuate the transfer of the Relinquished Property to
the Relinquished Property Purchaser, Qualified Intermediary
hereby authorizes and directs Exchangor to convey the
Relinquished Property directly to the Relinquished Property
Purchaser in satisfaction of Qualified Intermediary's obligations
as assignee of Exchangor's rights under the Relinquished Property
Contract.
2.3 In the event the Relinquished Property consists of multiple
properties, then, for purposes of determining the commencement of
the "Identification Period" (defined in Section 3.2 below) and
the commencement of the "Exchange Period" (defined in Section 4.5
below) and for purposes of Section 4.4 below, the Relinquished
Property Closing Date shall mean the earliest date on which any
of such properties are transferred.
ARTICLE 3
IDENTIFICATION OF THE
REPLACEMENT PROPERTY
3.1 At any time prior to the Relinquished Property Closing
Date, Exchangor may identify one or more properties as the
Replacement Property in accordance with paragraph (c) of Section
1.1031(k)-l of the Regulations.
3.2 If Exchangor has not identified the Replacement Property
prior to the Relinquished Property Closing Date (as such term is
described in Section 2.3 above), then at any time during the
period commencing on the Relinquished Property Closing Date and
ending at midnight on the 45th day thereafter (the Identification
Period") Exchangor may identify one or more properties as the
Replacement Property in accordance with paragraphs (b) and (c) of
Section 1.1031(k)-1 of the Regulations.
3.3 Such identification (and, if applicable, the revocation
thereof in accordance with paragraph (c)(6) of Section 1.1031
(k)-1 of the Regulations) shall be made in a written document
signed by Exchangor and given before the end of the
Identification Period, in accordance with paragraph (c)(2) of
Section 1.1031(k)-1 of the Regulations, and to the Qualified
Intermediary, pursuant to the notice provisions set forth in
Section 9.1 below.
3.4 Any identification of the Replacement Property shall be
made in the form of Exhibit C attached hereto.
ARTICLE 4
QUALIFIED INTERMEDIARY'S ACQUISITION AND
TRANSFER OF THE REPLACEMENT PROPERTY
4.1 Following the identification of the Replacement Property,
Exchangor shall enter into the Replacement Property Contract with
the Replacement Property Seller.
4.2 On or before the date on which the transfer of the
Replacement Property is consummated pursuant to the Replacement
Property Contract (the "Replacement Property Closing Date"), but
in any event prior to such transfer:
(a) Exchangor shall assign to Qualified Intermediary all of
Exchangor's rights in and to the Replacement Property Contract by
executing and delivering to Qualified Intermediary an Assignment
in the form attached hereto as Exhibit D;
(b) Qualified Intermediary shall accept from Exchangor the
assignment of all of Exchangor's rights in and to the Replacement
Property Contract by executing and delivering to Exchangor an
Acceptance in the form attached hereto as Exhibit D;
(c) Exchangor shall, in accordance with the Regulations,
notify in writing the Replacement Property Seller that all of
Exchangor's rights in and to the Replacement Property Contract
have been assigned to Qualified Intermediary, which written
notification shall be in the form of Exhibit D attached hereto;
and
(d) Exchangor shall obtain the Replacement Property
Seller's consent to the assignment described in this Section 4.2,
which consent (i) shall include the Replacement Property Seller's
acknowledgment limiting the liability of Qualified Intermediary
(and its officers, directors, agents and employees) as assignee
of Exchangor's rights under the Replacement Property Contract to
the forfeiture of the earnest money deposit provided for in the
Replacement Property Contract, and (ii) shall be in the form of
Exhibit D attached hereto.
For purposes of this Section 4.2, in the case of Replacement
Property consisting of multiple properties, with regard to each
such property the Replacement Property Closing Date shall mean
the date of transfer of that property.
4.3 To effectuate the transfer of the Replacement Property to
Exchangor, Qualified Intermediary, as assignee of Exchangor's
rights under the Replacement Property Contract, shall direct the
Replacement Property Seller to convey the Replacement Property
directly to Exchangor pursuant to a Direction in the form
attached hereto as Exhibit E.
4.4 The Replacement Property Closing Date, which for purposes
of this Section 4.4 in the case of Replacement Property
consisting of multiple properties shall mean the earliest date on
which any of such properties are transferred, shall occur not
earlier than the Relinquished Property Closing Date (as such term
is described in Section 2.3 above).
4.5 The Replacement Property Closing Date, which for purpose of
this Section 4.5 in the case of Replacement Property consisting
of multiple properties shall mean the latest date on which any of
such properties are transferred, shall occur not later than the
end of the "Exchange Period" (as such term is hereinafter
defined). The "Exchange Period" means the period which begins on
the Relinquished Property Closing Date (as such term is described
in Section 2.3 above) and ends at midnight on the earlier of (a)
the 180th day thereafter or (b) the due date (including
extensions) for Exchangor's return of the tax imposed by chapter
1 of subtitle A of the Code for the taxable year in which the
Relinquished Property Closing Date (as such term is described in
Section 2.3 above) occurs.
ARTICLE 5
THE EXCHANGE FUNDS
5.1 The cash proceeds realized by Qualified Intermediary from
the transfer of the Relinquished Property to the Relinquished
Property Purchaser, net of amounts paid in respect of
encumbrances on the Relinquished Property, commissions, prorated
taxes, recording fees, transfer taxes and title and escrow
closing fees (the "Exchange Funds"), shall be held by Qualified
Intermediary in accordance with the provisions of this Exchange
Agreement.
5.2 Qualified Intermediary shall deposit the Exchange Funds
(other than such portion of the Exchange Funds which is
immediately required in connection with the acquisition of the
Replacement Property) in a financial institution, the accounts of
which are federally insured, or shall invest the Exchange Funds
in securities of the United States Government.
5.3 All earnings realized from the deposit or investment of the
Exchange Funds shall become a part of the Exchange Funds. All
such earnings shall be attributed to Exchangor for federal income
tax purposes and Qualified Intermediary shall report such
earnings to the Internal Revenue Service on the appropriate
forms. Exchangor shall complete Internal Revenue Service Form W-9
and shall deliver such Form W-9 to Qualified Intermediary
concurrently with the execution of this Exchange Agreement.
5.4 Exchangor shall have no right to receive, pledge, borrow or
otherwise obtain the benefits of money or other property
constituting the Exchange Funds, including the earnings thereon,
until the day following the last day of the Exchange Period,
except that:
(a) if Exchangor has not identified the Replacement
Property by the end of the Identification Period, then Exchangor
shall have the right to receive, pledge, borrow or otherwise
obtain the benefits of the Exchange Funds, if any, any time
following the end of the Identification Period upon written
demand of Exchangor; and
(b) if Exchangor has identified the Replacement Property by
the end of the Identification Period, then Exchangor shall have
the right to receive, pledge, borrow or otherwise obtain the
benefits of the Exchange Funds, if any, any time following
Exchangor's receipt of all of the Replacement Property to which
Exchangor is entitled under this Exchange Agreement upon written
demand of Exchangor.
5.5 If the balance of the Exchange Funds has not previously
been delivered to Exchangor pursuant to Section 5.4 above, then
following the last day of the Exchange Period, upon written
demand of Exchangor, Qualified Intermediary shall pay to
Exchangor the then current balance of the Exchange Funds
including accrued interest or other earnings thereon, less (a)
the then unpaid balance of "Qualified Intermediary's Fees" (as
such term is hereinafter defined) and (b) such other amounts as
Qualified Intermediary may retain pursuant to Article 8 below.
ARTICLE 6
USE OF EXCHANGE FUNDS TO
ACQUIRE THE REPLACEMENT PROPERTY
6.1 Qualified Intermediary shall use the Exchange Funds in
order to make earnest money deposits and to pay the balance of
the purchase price due on the purchase of the Replacement
Property in accordance with the Replacement Property Contract.
6.2 If the sum of the aggregate cash consideration to be paid
by Qualified Intermediary for the purchase of the Replacement
Property plus acquisition costs in connection therewith,
including but not limited to recording fees, transfer taxes,
title and escrow closing charges and closing adjustments, exceed
the then available Exchange Funds, Exchangor shall provide the
excess amount required to consummate the acquisition of the
Replacement Property to Qualified Intermediary on or before the
Replacement Property Closing Date by certified or cashier's check
or by wire transfer of immediately available funds.
ARTICLE 7
QUALIFIED INTERMEDIARY'S FEES
7.1 As compensation for its services under this Exchange
Agreement, Qualified Intermediary shall receive a fee of $975.00.
In the event that the Exchange Funds exceed $750,000 or if
multiple Relinquished and/or Replacement properties are involved,
additional fees shall be due, as agreed upon by the Exchangor and
the Qualified Intermediary. Such amounts shall be deemed to have
been earned upon the execution of this Exchange Agreement by
Exchangor and Qualified Intermediary. Qualified Intermediary
shall also receive reasonable compensation for any special
services that it may render in connection with this Exchange
Agreement. All such compensation is herein referred to as
"Qualified Intermediary's Fee."
7.2 Qualified Intermediary's Fee, if not sooner paid directly
by Exchangor, shall be paid from the Exchange Funds. Qualified
Intermediary shall have the right to withdraw from the Exchange
Funds an amount sufficient to pay Qualified Intermediary's Fee
immediately upon its receipt of any Exchange Funds. If the
Exchange Funds are insufficient for the payment of the then
unpaid balance of Qualified Intermediary's Fee, Exchangor shall
pay the difference to Qualified Intermediary immediately upon
demand therefor.
ARTICLE 8
INDEMNITY BY EXCHANGOR;
EXCULPATION OF QUALIFIED INTERMEDIARY
8.1 Exchangor hereby agrees to indemnify and hold harmless
Qualified Intermediary, its officers, directors, employees and
agents (collectively the "Indemnified Parties") from and against
all claims, liabilities, demands and expenses, including
reasonable attorneys' fees, of any kind which may be asserted
against any of the Indemnified Parties by any person or entity
other than Exchangor which arise out of any acts or omissions
related to the carrying out of the terms of this Exchange
Agreement, the Relinquished Property Contract or the Replacement
Property Contract, including taxes, claims for breach of contract
or injury to person or property, and fines or penalties under any
law, including without limitation under any federal, state or
local law with respect to environmental matters or hazardous
wastes, except for any of the foregoing which arise from the
gross negligence or willful misconduct of any of the Indemnified
Parties.
8.2 Qualified Intermediary shall not be required to accept,
convey, transfer or otherwise deal with the Relinquished
Property, the Replacement Property, the Exchange Funds or any
part thereof until all of the payments, advances and expenses
made or incurred by it (including Qualified Intermediary's Fee)
shall have been paid or until adequate provision has been made
therefor, in the sole discretion of Qualified Intermediary.
8.3 Exchangor and Qualified Intermediary agree that, except for
purposes of Section 1031(a) of the Code and the Regulations,
Qualified Intermediary shall act as Exchangor's agent in
performing Qualified Intermediary's obligations under this
Exchange Agreement. Qualified Intermediary shall not assume or
bear any personal liability in connection with the Relinquished
Property Contract or the Replacement Property Contract.
Notwithstanding anything to the contrary in this Exchange
Agreement, Qualified Intermediary shall be under no obligation to
disburse any portion of the Exchange Funds if Qualified
Intermediary reasonably believes it may be held accountable to
any person or entity either for money or other damages or claims
unless it is provided with funds which it deems to be sufficient
or is indemnified to its satisfaction.
8.4 Qualified Intermediary shall not be liable for any loss of
the principal amount of the Exchange Funds or the earnings
thereon resulting from the investment thereof except in the case
of Qualified Intermediary's willful misconduct or gross
negligence.
8.5 Qualified Intermediary makes no representation or warranty
regarding, nor shall Qualified Intermediary be liable for, the
tax consequences to Exchangor of the transaction contemplated by
this Exchange Agreement, including, without limitation, the
status of the Replacement Property as like-kind property or the
qualification of the transaction as a like-kind exchange pursuant
to Section 1031 of the Code.
ARTICLE 9
NOTICES
9.1 Any notice or other communication required or permitted to
be given pursuant to this Exchange Agreement shall be given in
writing and shall be deemed properly given or made when hand
delivered, or mailed by first class United States certified or
registered mail return receipt requested, or telecopied (faxed),
addressed to the other party hereto as follows:
If to Exchangor: Galena State Bank & Trust Co.
216 S. Commerce Street
Galena, IL 61036
Telecopier (Fax) Number: 815/777-8944
If to Qualified
Intermediary: ATTORNEYS' TITLE GUARANTY FUND, INC.
29 South LaSalle Street
Fifth Floor
Chicago, Illinois 60603-1503
Attention: Hugh E. Pollard
Telecopier (Fax) Number: (312)372-9509
9.2 Either party hereto may change its address by giving notice
of the new address to the other party in the manner provided for
in Section 9.1 above.
ARTICLE 10
SECTION 1445 CERTIFICATION
10.1 Exchangor hereby certifies under penalties of perjury that
Exchangor is not a "foreign person" as such term is defined in
Section 1445 of the Code and the regulations promulgated
thereunder.
10.2 Exchangor's United States taxpayer identification number is
36-2597424
10.3 Exchangor's address is 216 S. Commerce Street, Galena,
Illinois 61036
ARTICLE 11
MISCELLANEOUS
11.1 This Exchange Agreement shall be governed by and shall be
construed in accordance with the laws of the State of Illinois.
11.2 This Exchange Agreement and the rights, obligations and
duties hereunder shall not be assigned or transferred by either
party hereto without the prior written consent of the other
party.
11.3 This Exchange Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and permitted
assigns.
11.4 Each of the terms and provisions of this Exchange Agreement
is severable and if any term or provision or the application
thereof in any circumstance should become invalid, illegal or
unenforceable, the remaining terms and provisions or the
application thereof to other circumstances shall not be affected
thereby and shall remain in full force and effect.
11.5 The Exhibits attached hereto and the recitals set forth
above shall all constitute a part of this Exchange Agreement.
11.6 The covenants and agreements contained in this Exchange
Agreement, including, without limitation, any indemnities
contained herein, shall survive the termination of this Exchange
Agreement and the consummation of the transactions contemplated
hereby.
11.7 All terms used herein in the singular shall include the
plural and all terms used herein in the plural shall include the
singular.
11.8 This Exchange Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument.
11.9 Time is of the essence of this Exchange Agreement.
11.10 This Exchange Agreement may be amended only by an
instrument in writing executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Exchange Agreement as of the date first above written.
EXCHANGOR: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Lois Jean Wienen
QUALIFIED INTERMEDIARY:
ATTORNEYS' TITLE GUARANTY FUND, INC.
By: /s/ Hugh E. Pollard
Its ESCROW ADMINISTRATOR
EXHIBIT A
to Exchange Agreement
DESCRIPTION OF THE THREE RELINQUISHED PROPERTIES
PARCEL I: (216 S. Commerce Street Property)
Lot Number Sixty-eight (68) on the Easterly side of Commerce
Street and Lot Number Seventy-six (76) on Water Street both lots
being in the block between Green Street and Washington Street on
the West side of Galena River and the South Twenty-two (22) feet
of Lot Sixty-seven (67) on Commerce Street, in the City of
Galena, on the West side of Galena River, situated in the County
of Jo Daviess and State of Illinois.
PARCEL II: (400 South Main St. Property)
Lots Numbered Five (5), Six (6), the North Twenty-two (22) feet
of Lot Number Nine (9) and the North Fourteen and Seven-twelfths
(14 7/12) feet of the South Twenty-four and Six-Twelfths (24
6/12) feet of Lot Number Eight (8) all in Block B on the West
side of the Galena River, in the City of Galena, Jo Daviess
County, Illinois. ALSO, the South Twenty-seven (27) feet of Lot
Number Nine (9) in Block B extending from Water Street to the
rear of said Lot Nine (9) and the North Twenty-four and Six-
Twelfths (24 6/12) feet of Lot Number Eight in Block B extending
from Water Street to the rear of said Lot Eight (8) and on the
West side of the Galena River, in the City of Galena, situated in
the County of Jo Daviess, in the State of Illinois. EXCEPT that
part of Lot 5 in Block B on the West side of the Galena River, in
the City of Galena, Jo Daviess County, Illinois, bounded by a
line described as follows: Commencing at the Northwest corner
of said Block B; thence South 12 degrees 07 minutes O5 seconds
West 35.77' along the West line of said Block B to the point of
beginning, thence South 76 degrees 25 minutes 28 seconds East
58.52' along the North line of a four story brick building,
thence South 12 degrees 04 minutes 58 seconds West 20.21' along
the East line of a four story brick building, thence South 12
degrees 35 minutes 45 seconds West 25.95' along the East line of
a four story brick building to a point on the South line of said
Lot 5; thence North 76 degrees 38 minutes 48 seconds West 58.32'
along the South line of said Lot 5 to the Southwest corner of
said Lot 5; thence North 12 degrees 07 minutes O5 seconds East
46.40' along the West line of said Lot 5 to the point of
beginning.
PARCEL III: (Gear Street Property)
Lots 3, 4, 6 & 7 of the Plat of Subdivision Galena State Bank
Commercial Center, a subdivision located in the Southwest Quarter
of Section 13, Township 28 North, Range 1 West of the Fourth
Principal Meridian, West Galena Township, in the City of Galena,
West side of Galena River, Jo Daviess County, Illinois, subject
to easements, right of ways and building setback lines all as
shown on the plat thereof recorded in the Jo Daviess County,
Illinois Recorder's Office as Document No. 240146 in Planhold D
of Plats, at No. 431.
EXHIBIT B
to Exchange Agreement
ASSIGNMENT, ACCEPTANCE, NOTICE OF ASSIGNMENT
AND CONSENT TO ASSIGNMENT OF
THE RELINQUISHED PROPERTY CONTRACT
ASSIGNMENT
(FOR PARCEL I PROPERTY)
FOR VALUE RECEIVED, Galena State Bank & Trust Co. ("Exchangor")
hereby assigns all of Exchangor's right in and to a certain
Contract for Purchase November 29, 1995, by and between Exchangor
and Labatyd, Inc. for the property located at 216 S. Commerce
St., Galena, IL (the "Relinquished Property Contract"), a copy of
which is attached hereto, including all of Exchangor's rights in
and to the earnest money deposited thereunder, to ATTORNEYS'
TITLE GUARANTY FUND, INC. ("Qualified Intermediary"), pursuant to
an Exchange Agreement dated May 17, 1996 by and between Exchangor
and Qualified Intermediary, this 14th day of June , 1996.
Exchangor: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
ACCEPTANCE
ATTORNEYS' TITLE GUARANTY FUND, INC. ("Qualified Intermediary")
hereby accepts the foregoing assignment of the Relinquished
Property Contract as of the _________ day of, 199 ;
provided, however, that such acceptance is upon the express
condition that Labatyd. Inc. the Purchaser under the Relinquished
Purchase Contract, acknowledges in writing that neither Qualified
Intermediary nor its officers, directors, agents or employees
shall be personally liable for a breach of any representations or
warranties or any obligations of Exchangor as seller under the
Relinquished Property Contract.
ATTORNEYS' TITLE GUARANTY FUND, INC.
By: /s/ Hugh E. Pollard
Its ESCROW ADMINISTRATOR
NOTICE
RE PARCEL I PROPERTY
To: Labatyd, Inc.
Address: 1205 Bussan
Galena, IL 61036
Date: June 14, 1996
You are hereby notified that all of the rights of Galena State
Bank & Trust Co. ("Exchangor") under that certain Contract for
Purchase dated November 29, 1995, by and between Exchangor and
you for the property located at 216 S. Commerce Street, Galena,
IL 61036, the "Relinquished Property Contract") have been
assigned to ATTORNEYS' TITLE GUARANTY FUND, INC.("Qualified
Intermediary"), pursuant to an Exchange Agreement dated May 17,
1996, by and between Exchangor and Qualified Intermediary.
Exchangor: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
CONSENT
Labatyd. Inc. (the "Relinquished Property Purchaser")
hereby consents to the foregoing assignment of the Relinquished
Property Contract and acknowledges that neither qualified
Intermediary nor its officer, directors, agents or employees
shall be personally liable for a breach of any representations or
warranties or any obligations of Exchangor as seller under the
Relinquished Property Contract; provided, however, that this
consent shall in no way be deemed to release Exchangor from any
of Exchangor's agreements, representations, warranties and
indemnifications set forth in the Relinquished Property Contract.
Date: June 14,1996
RELINQUISHED PROPERTY PURCHASER:
/s/ David H. Thiltgen
EXHIBIT B
to Exchange Agreement
ASSIGNMENT, ACCEPTANCE, NOTICE OF ASSIGNMENT
AND CONSENT TO ASSIGNMENT OF
THE RELINQUISHED PROPERTY CONTRACT
ASSIGNMENT
RE PARCEL II
FOR VALUE RECEIVED, Galena State Bank & Trust Co. ("Exchangor")
hereby assigns all of Exchangor's right in and to a certain
Contract for Purchase dated December 04, 1995, by and between
Exchangor and Charles Schnepf & Daniel 0'Keefe for the property
located at 400 S. Main St., Galena, IL 61036 (the "Relinquished
Property Contract"), a copy of which is attached hereto,
including all of Exchangor's rights in and to the earnest money
deposited thereunder, to ATTORNEYS' TITLE GUARANTY FUND, INC.
("Qualified Intermediary"), pursuant to an Exchange Agreement
dated May 17, 1996, by and between Exchangor and Qualified
Intermediary, this 04th day of June, 1996.
Exchangor: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
ACCEPTANCE
ATTORNEYS' TITLE GUARANTY FUND, INC. ("Qualified
Intermediary") hereby accepts the foregoing assignment of the
Relinquished Property Contract as of the 04th day of June, 1996
provided, however, that such acceptance is upon the express
condition that Charles Schnepf & Daniel O'Keefe, the Purchaser
under the Relinquished Property Contract, acknowledges in writing
that neither Qualified Intermediary nor its officers, directors,
agents or employees shall be personally liable for a breach of
any representations or warranties or any obligations of Exchangor
as seller under the Relinquished Property Contract.
ATTORNEYS' TITLE GUARANTY FUND, INC.
By: /s/ Hugh E. Pollard
Its: ESCROW ADMINISTRATOR
NOTICE
RE PARCEL II
To: Charles Schnepf & Daniel O'Keefe
Address: 125 South Main Street
Galena, IL. 61036
Date: June 04, 1996
You are hereby notified that all of the rights of Galena State
Bank & Trust Co. ("Exchangor") under that Certain Contract for
Purchase dated December 04, 1995, by and between Exchangor and
you for the property located at 400 S. Main Street. Galena. IL
61O36 (the "Relinquished Property Contract") have been assigned
to ATTORNEYS' TITLE GUARANTY FUND, INC. ("Qualified
Intermediary"), pursuant to an Exchange Agreement dated May 17,
1996 by and between Exchangor and Qualified Intermediary.
Exchangor: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
CONSENT
Charles Schnepf & Daniel 0'Keefe (the "Relinquished Property
Purchaser") hereby consents to the foregoing assignment of the
Relinquished Property Contract and acknowledges that neither
Qualified Intermediary nor its officer, directors, agents or
employees shall be personally liable for a breach of any
representations or warranties or any obligations of Exchangor as
seller under the Relinquished Property Contract; provided,
however, that this consent shall in no way be deemed to release
Exchangor from any of Exchangor's agreements, representations,
warranties and indemnification's set forth in the Relinquished
Property Contract.
Date: June 04, 1996
RELINQUISHED PROPERTY PURCHASER:
/s/ Charles A. Schnepf
/s/ Daniel O'Keefe
Beneficiaries of Galena State Bank
& Trust Co. Trust No. 478
(uta 2/15/96)
EXHIBIT B
to Exchange Agreement
ASSIGNMENT, ACCEPTANCE, NOTICE OF ASSIGNMENT
AND CONSENT TO ASSIGNMENT OF
THE RELINQUISHED PROPERTY CONTRACT
ASSIGNMENT
RE PARCEL III
FOR VALUE RECEIVED, Galena State Bank & Trust Co., as Trustee
under trust agt. dated 7/16/1976, known as ("Exchangor") hereby
assigns all of Exchangor's right in and to a certain Contract for
Purchase dated October 19, 1995, by and between Exchangor and
Merkle Engineers, Inc. for the property located at Gear Street,
Galena, IL 61036 (the "Relinquished Property Contract"), a copy
of which is attached hereto, including all of Exchangor's rights
in and to the earnest money deposited thereunder, to ATTORNEYS'
TITLE GUARANTY FUND, INC. ("Qualified Intermediary"), pursuant to
an Exchange Agreement dated May 17, 1996, by and between
Exchangor and Qualified Intermediary, this 17th day of May, 1996
Exchangor: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
ACCEPTANCE
ATTORNEYS' TITLE GUARANTY FUND, INC. ("Qualified Intermediary")
hereby accepts the foregoing assignment of the Relinquished
Property Contract as of the _____ day of _______, 199____
provided, however, that such acceptance is upon the express
condition that Merkle Engineers, Inc., the Purchaser under the
Relinquished Property Contract, acknowledges in writing that
neither Qualified Intermediary nor its officers, directors,
agents or employees shall be personally liable for a breach of
any representations or warranties or any obligations of Exchangor
as seller under the Relinquished Property Contract.
ATTORNEYS' TITLE GUARANTY FUND, INC.
By: /s/ Hugh E. Pollard
Its: ESCROW ADMINISTRATOR
NOTICE
RE PARCEL III
To: Merkle Engineers, Inc.
Address: 100 Perry Street
Galena, IL. 61036
Date: May 17, 1996
You are hereby notified that all of the rights of Galena State
Bank & Trust Co., as Trustee under Trust Agreement dated July 16,
1976 ("Exchangor") under that Certain Contract for Purchase dated
October 19, 1995, by and between Exchangor and you for the
property located at Gear Street, Galena, IL 61O36 (the
"Relinquished Property Contract") have been assigned to
ATTORNEYS' TITLE GUARANTY FUND, INC. ("Qualified Intermediary"),
pursuant to an Exchange Agreement dated May 17, 1996, by and
between Exchangor and Qualified Intermediary.
Exchangor: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
CONSENT
Merkle Engineers, Inc. (the "Relinquished Property Purchaser")
hereby consents to the foregoing assignment of the Relinquished
Property Contract and acknowledges that neither Qualified
Intermediary nor its officer, directors, agents or employees
shall be personally liable for a breach of any representations or
warranties or any obligations of Exchangor as seller under the
Relinquished Property Contract; provided, however, that this
consent shall in no way be deemed to release Exchangor from any
of Exchangor's agreements, representations, warranties and
indemnification's set forth in the Relinquished Property
Contract.
Date: May 17, 1996
RELINQUISHED PROPERTY PURCHASER:
/s/ William R. Matoms
President
EXHIBIT C
to Exchange Agreement
IDENTIFICATION OF REPLACEMENT PROPERTY
Date: May 17, 1996
To: Attorneys' Title Guaranty Fund, Inc.
("Qualified Intermediary")
29 South LaSalle Street
Fifth Floor
Chicago, Illinois 60603-1503
Attention: Hugh E. Pollard
From: Galena State Bank & Trust Co.("Exchangor")
& Galena State Bank & Trust Co., Trustee of Trust No. 167
216 S. Commerce St. - Galena, IL 61036
Pursuant to that certain Exchange Agreement dated May 17, l996,
by and between Qualified Intermediary and Exchangor (the
"Exchange Agreement"), Exchangor hereby identifies the following
property(ies) as Replacement Property (as defined in the Exchange
Agreement):
1. Street Address: Gear Street
Galena, IL 61036
P.I.N.
Common Name:
Legal Description: See Attached Continuation
(Lot 1 of Plat of Subdv. of Galena
State Bank Commercial Center
Galena, IL
2. Street Address:
P.I.N.
Common Name:
Legal Description:
EXHIBIT C TO EXCHANGE AGREEMENT
REPLACEMENT PROPERTY
Lot 1 of the Plat of Subdivision Galena State Bank
Commercial Center, a subdivision located in the Southwest Quarter
of Section 13, Township 28 North, Range 1 West of the Fourth
Principal Meridian, West Galena Township, in the City of Galena,
West side of Galena River, Jo Daviess County, Illinois, subject
to easements, right of ways and building setback lines all as
shown on the plat thereof recorded in the Jo Daviess County,
Illinois Recorder's Office as Document No. 240146 in Planhold D
of Plats, at No. 431.
3. Street Address:
P.I.N.
Common Name:
Legal Description:
Exchangor may identify up to three properties as Replacement
Property without regard to their fair market value. In the event
Exchangor identifies more than three properties as Replacement
Property during the Identification Period (as defined in the
Exchange Agreement), Exchangor acknowledges that it is familiar
with the "200-percent rule" and the "95-percent rule" of
paragraph (c)(4) of Section 1.1031(k)-1 of the Regulations (as
defined in the Exchange Agreement).
EXCHANGOR: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
Receipt acknowledged this _______ day of ________, 199___
ATTORNEYS' TITLE GUARANTY FUND, INC.
By:
Its:
EXHIBIT D
to Exchange Agreement
ASSIGNMENT, ACCEPTANCE, NOTICE OF ASSIGNMENT
AND CONSENT TO ASSIGNMENT OF
THE REPLACEMENT PROPERTY CONTRACT
ASSIGNMENT
*u/t/a dated 7/16/1976, known
as Trust No. 167
FOR VALUE RECEIVED, Galena State Bank & Trust Co. as Trustee*
("Exchangor") hereby assigns all of Exchangor's right in and to a
certain Purchase Agreement dated May 17, 1996, by and between
Exchangor and Hoskins Lumber Company for the property located at
Gear St., Galena, IL 61036 (the "Replacement Property Contract"),
a copy of which is attached hereto, to ATTORNEYS' TITLE GUARANTY
FUND, INC. ("Qualified Intermediary"), pursuant to an Exchange
Agreement dated May 17, 1996, by and between Exchangor and
Qualified Intermediary, this 17th day of May, 1996.
EXCHANGOR: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
ATTEST: /s/ Michele M. Berning
ACCEPTANCE
ATTORNEYS' TITLE GUARANTY FUND, INC. ("Qualified Intermediary")
hereby accepts the foregoing assignment of the Replacement
Property Contract as of the _______ day of, 1996; provided,
however, that such acceptance is upon the express condition that
Hoskins Lumber Company, the Seller under the Replacement Property
Contract, acknowledges in writing that the liability of Qualified
Intermediary (and its officers, directors, agents and employees)
as assignee of Exchangor's rights under the Replacement Property
Contract is limited to forfeiture of the earnest money deposit
provided for in the Replacement Property Contract.
ATTORNEYS' TITLE GUARANTY FUND, INC.
By: Hugh E. Pollard
Its: ESCROW ADMINISTRATOR
NOTICE
To: Hoskins Lumber Company
Address: 107 E. Myrtle St.
Elizabeth, IL 61028
Date: May 17, 1996
You are hereby notified that all of the rights of Galena State
Bank & Trust Co. ("Exchangor")under that certain Purchase
Agreement dated May 17, l996 by and between Exchangor and you for
the property located at Gear Street, Galena, IL 61036 (the
"Replacement Property Contract") have been assigned to ATTORNEYS'
TITLE GUARANTY FUND, INC.("Qualified Intermediary"), pursuant to
an Exchange Agreement dated May 17, 1996 by and between Exchangor
and Qualified Intermediary.
EXCHANGOR: GALENA STATE BANK & TRUST CO.
BY: /s/ Jerry L. Murdock
Attest: /s/ Michele M. Berning
CONSENT
Hoskins Lumber Company (the "Replacement Property Seller")
hereby consents to the foregoing assignment of the Replacement
Property Contract and acknowledges that the liability of
Qualified Intermediary (and its officers, directors, agents and
employees) as assignee of Exchangor's rights under the
Replacement Property Contract is limited to forfeiture of the
earnest money deposit provided for in the Replacement Property
Contract; provided, however, that this consent shall in no way be
deemed to release Exchangor from any of Exchangor's agreements,
representations IL:, warranties and indemnifications set forth in
the Replacement Property Contract.
Date: May 21, l996.
REPLACEMENT PROPERTY SELLER:
HOSKINS LUMBER COMPANY
By: /s/ Vincent E. Toepfer
/s/ Cheryl A. Toepfer
EXHIBIT E
to Exchange Agreement
DIRECTION
ATTORNEYS' TITLE GUARANTY FUND, INC., as assignee of the rights
of Galena State Bank & Trust Co. ("Purchaser")under a certain
Purchase Agreement dated May 17, 1996, (the "Contract") with
Hoskins Lumber Company ("Seller"), hereby directs Seller to
convey or cause to be conveyed to Purchaser the property commonly
known as Gear Street, Galena, IL 61036 which property is the
subject of the Contract.
Dated: June 18, 1996
ATTORNEYS' TITLE GUARANTY FUND, INC.
BY: /s/ Hugh E. Pollard
Its: ESCROW ADMINISTRATOR