EXHIBIT 10.8.2
LOAN ASSUMPTION AGREEMENT
THIS AGREEMENT made as of June 2, 1998 (the "Effective Date") by and
between STEER ENTERPRISES, INC. ("Steer"), XXXXXXX X. XXXXXXXX ("Xxxxxxxx")
and AUSTINS STEAKS & SALOON, INC. ("Austins").
W I T N E S S E T H:
In consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, and in contemplation of that certain Offer to
Purchase dated May 14, 1998, made by and between Austins as buyer and Steer
and Mihart, Inc. as sellers, wherein Austins agreed to purchase certain
assets of Steer and Mihart, Inc., Steer and Xxxxxxxx, for themselves and
their successors and assigns, do hereby assign and transfer unto Assignee all
of Steer's and Xxxxxxxx'x obligations and duties with respect to the
following "Loans":
1. The obligation to pay all of the principal balance and accrued
interest due under that certain Promissory Note (the "Xxxxx Note"), dated
August 19, 1996, in the original principal balance of $180,000.00, made
by Steer to the order of Xxxxxx X. Xxxxx ("Xxxxx"), together with that
Deed of Trust securing the Xxxxx Note, dated August 19, 1996, made by
Steer as Trustee for the benefit of Xxxxx as Beneficiary.
2. The obligations to pay all of the principal balance and accrued
interest due under that certain Promissory Note (the "Mid City Note"),
dated October 2, 1996, in the original principal balance of $120,000.00,
made by Steer and Xxxxxxxx to the order of Mid City Bank ("Bank"),
together with that Security Agreement securing the Mid City Note, dated
October 2, 1996, made by Steer as debtor to Mid City Bank as secured
party.
The Xxxxx Note and the Deed of Trust securing the same and the Mid City
Note and the Security Agreement securing the same shall hereinafter to
collectively referred to as the "Loan Documents".
Assignee, for its successors and assigns, does hereby accept, assume,
take over and succeed to all of Steer's and Xxxxxxxx'x obligations and duties
with respect to the Loans and Loan Documents and all of their terms,
conditions; provisions, covenants and obligations contained therein, and any
amendments thereto, which Steer or Xxxxxxxx is obligated to keep or perform
and Assignee hereby covenants with Steer and Xxxxxxxx, and their success and
assigns, to fully and faithfully make, keep and perform all payments, terms,
conditions, covenants and obligations contained in the Loans and the Loan
Documents. Assignee shall indemnify and hold Steer and Xxxxxxxx harmless from
and against all payments, costs, expenses and obligations due under and with
respect to the Loan and the Loan Documents.
Assignee will immediately notify Steer and Xxxxxxxx of any and all
notices that Assignee may receive from Xxxxx or Bank. If Assignee shall fail
to perform any of the obligations under the Loans or the Loan Documents,
either Steer or Xxxxxxxx shall have the right to cure any such
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default and any sums so expended by Steer or Xxxxxxxx in curing such defaults
shall be refunded to Steer or Xxxxxxxx, as the case may be, together with
interest thereon at the rate of 18% per annum, within 15 days after request
therefore from Steer or Xxxxxxxx.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
STEER ENTERPRISES, INC. AUSTINS STEAKS & SALOON, INC.
By: /s/ [Illegible] By: /s/ [Illegible]
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Title: President Title: Secretary
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/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
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