ASSUMPTION AGREEMENT
THIS
ASSUMPTION AGREEMENT, dated as of the ____________ day of April, 2008, by
and
among Xxxxx X. Xxxxxxx as
Trustee of Northeast Nominee Trust, a Trust with a corporation with a
principal place of business at (the, “Borrower”), Xxxxx X. Xxxxxxx, an
individual with an address of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
(the, “Guarantor”) ; Front
Street First Corporation, a Nevada corporation with an address of 000
Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx; (“Front Street”) and CHICOPEE SAVINGS BANK (the
“Bank”), a /mutual savings
Bank with a principal place of business of 00 Xxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx;
W
I T N
ES S E T H:
WHEREAS, the
Borrower and the Bank entered into a financing agreement pursuant to which
the
Borrower delivered to the Bank a note dated February 15, 2005, in the original
principal amount of ONE HUNDRED AND EIGHTY FIVE THOUSAND AND 00/100
($185,000.00) DOLLARS (the “Note”) and, to secure its obligations under the
Notes, Borrower granted the Bank a Commercial Mortgage and Assignment of
Rents
and Leases and a Loan and Security Agreement dated February 15, 2005, are
hereinafter referred to as the (“Loan Documents”); and
WHEREAS,
Front Street is willing to assume all of the Borrower’s outstanding obligations
under the Loan Documents; and
WHEREAS,
the Guarantor is willing to guaranty all of the obligations assumed by Front
Street hereunder; and
WHEREAS,
the Bank is willing to accept such assumption, subject to the terms and
conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the willingness of the Bank to accept such
assumption, subject to the terms and conditions set forth herein, and for
other
good and valuable consideration, the sufficiency and receipt of which is
hereby
acknowledged, the parties hereto agree as follows:
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1.
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Front
Street hereby agrees to assume all of the Borrower’s outstanding
obligations under the Loan Documents and agrees to perform in accordance
with the terms and conditions of each of the foregoing outstanding
obligations as if each were originally delivered Xxxxx Xxxxxx.
Xxxxx
xxxxxx obligations to perform under the Loan Documents shall not
be
affected or limited by any failure or default by the Borrower prior
to the
date hereof.
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2.
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Guarantor
has duly executed and delivered to the Bank a guaranty of Front
Street
assumption of Borrower’s
obligations.
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3.
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All
of the property described in the Mortgage shall remain in all respects
subject to the lien, charge and encumbrance of the Mortgage, and
nothing
contained in this Agreement shall affect or be construed to affect
the
lien, charge and encumbrance of, or warranty of title and/or
conveyance. Additionally, except as expressly provided herein,
nothing contained in this Agreement and nothing done pursuant to
this
Agreement shall release or affect the liability of any party or
parties
which may now or hereafter be liable under or on account of the
Note
and/or the Mortgage. Nothing contained in this Agreement of
done pursuant to this Agreement shall be construed to affect any
other
security or instrument, if any, held by the Mortgagor as security
for or
evidence of the indebtedness evidenced by the
Note.
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4.
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This
Agreement shall inure to the benefit of the Bank and its successors
and
assigns including any subsequent holder or holders of the Note
and the
term “Bank” shall include any such holder or holders whenever the context
permits.
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5.
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This
Agreement may be executed in any number of counterparts and by
the
different parties hereto on separate counterparts, each of which
when so
executed and delivered shall be an original, but all the counterparts
shall together constitute one and the same
instrument.
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6.
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This
Agreement constitutes the entire contract between the parties hereto
and
shall supersede and take the place of any other instrument purporting
to
be an agreement of the parties hereto relating to the transactions
contemplated hereby. This Agreement may not be changed orally
but only by an agreement in writing signed by the party against
whom any
waiver, change, modification or discharge is
sought.
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7.
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This
Agreement including the validity thereof and the rights and obligations
of
the parties hereunder and thereunder, shall be construed in accordance
with and governed by the laws of the Commonwealth of
Massachusetts.
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IN
WITNESS WHEREOF, the parties hereto
have executed this Agreement as a sealed instrument as of the date first
above
written.
CHICOPEE
SAVINGS BANK
.
By: /s/ Guida
X. Xxxxxx
Witness Guida
X. Xxxxxx
Vice
President
FRONT STREET FIRST CORPORATION
/s/
Xxxxxxxx
Xxxxxx By: /s/
Xxxxx X. Xxxxxxx
Witness
Xxxxx X. Xxxxxxx
/s/
Xxxxxxxx
Xxxxxx By:
/s/
Xxxxx X. Xxxxxxx
Witness
Xxxxx X. Xxxxxxx
NORTHEAST NOMINEE TRUST
/s/
Xxxxxxxx
Xxxxxx By:
/s/
Xxxxx X. Xxxxxxx
Witness
Xxxxx X. Xxxxxxx , Trustee of
Northeast Nominee Trust
COMMONWEALTH
OF MASSACHUSETTS
Hampden,
ss.
Then
personally appeared the above
named, Xxxxx X Xxxxxx, the Vice President of Chicopee Savings Bank and
acknowledged the foregoing instrument to be the free act and deed of Chicopee
Savings Bank, before me
Notary
Public
My
commission Expires: August 1, 2008
COMMONWEALTH
OF MASSACHUSETTS
Hampden,
ss.
Then
personally appeared the above
named, Xxxxx X. Xxxxxxx, and acknowledged the foregoing instrument to be
his
free act and deed, before me
/s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx, Notary Public
My
commission Expires: 6-20-2008
COMMONWEALTH
OF MASSACHUSETTS
Hampden,
ss.
Then
personally appeared the above
named, Xxxxx X. Xxxxxxx, Trustee of Northeast Nominee Trust. And acknowledged
the foregoing instrument to be the free act and deed of Northeast Nominee
Trust,
before me
/s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx, Notary Public
My
commission Expires: 6-20-2008
COMMONWEALTH
OF MASSACHUSETTS
Hampden,
ss.
Then
personally appeared the above
named, Xxxxx X. Xxxxxxx, President, Xxxxxxx Street, Inc. and acknowledged
the
foregoing instrument to be the free act and deed of Xxxxxxx Street, Inc,
before
me
/s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx , Notary Public
My
commission Expires: 6-20-2008
