EXHIBIT 4
ASSUMPTION AGREEMENT
This Assumption Agreement is entered into as of Dec. 24, 1998, among Bank
of America National Trust and Savings Association ("Bank"), Xxxxx X. Xxxxx,
Trustee of the Xxxxx X. Xxxxx Trust u/a dated March 5, 1998 ("Xxxxx Xxxxx
Trust"), and Dallas P. Price, Trustee of the Dallas P. Price Trust u/a dated May
14, 1998 ("Dallas Price Trust"), with reference to the following:
RECITALS
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A. The Bank, Xxxxx X. Xxxxx and Xxxxxx X. Xxxxx the ("Prices"), in their
individual capacities, and Xxxxx X. Xxxxx, Trustee of The Price Revocable Trust
Amendment in Entirety, executed on February 9, 1987, as Amended (the "Former
Trust") are parties to that certain Credit Agreement dated as of July 30, 1996,
as modified by an amendment dated as of October 7, 1996 (as amended, the Credit
Agreement"). The Prices and Xxxxx X. Xxxxx, Trustee of the Former Trust are
sometimes referred to herein as "Borrowers."
B. Under the Credit Agreement, Bank made a term loan to Borrowers in the
original principal amount of $15,000,000 ("Term Loan"). As of the date of this
Agreement, the outstanding principal balance of the Term Loan is $8,571,426.
C. Also under the Credit Agreement, the Bank made available to the
Borrowers a revolving line of credit in the commitment amount of $5,000,000
("Line of Credit"). As of the date of this Agreement, the outstanding principal
balance of the Line of Credit is $2,500,000.
D. Mountaingate Land, L.P. ("Mountaingate") has executed in favor of Bank
that certain Promissory Note dated as of October 7, 1996 ("Mountaingate Note")
evidencing a term loan made by Bank to Mountaingate in the original principal
amount of $20,000,000 ("Mountaingate Loan"). As of the date of this Agreement,
the outstanding principal balance of the Mountaingate Loan is $18,997,652.
E. A portion of the Mountaingate Loan up to a maximum principal amount of
$4,000,000 plus account interest and fees allocable to such portion, is
guarantied under that certain Payment Guaranty dated as of October 7, 1996,
executed by Borrowers in favor of Bank (the "Guaranty.")
F. Mountaingate and Bank have entered into that certain ISDA Master
Agreement dated as of September 6, 1996, together with an ISDA Schedule attached
thereto (collectively, the "ISDA Master"). As of the date hereof, a Confirmation
dated November 6, 1996, has been issued under the ISDA Master (the
"Confirmation") confirming an interest rate swap.
G. Mountaingate's obligations under the ISDA Master and the Confirmation
are guarantied under that certain Payment Guaranty dated as of October 7, 1996,
executed by Borrowers in favor of Bank (the "ISDA Guaranty").
J. Borrower's obligations under the Credit Agreement and Guaranty are
secured by certain shares of the common stock of National Golf Properties, Inc.
("Pledged Shares") and by certain partnership units of National Golf Operating
Partnership, L.P. ("Pledged Partnership Units") pursuant to that certain Pledge
Agreement dated as of July 30, 1996, between Bank and
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Xxxxx X. Xxxxx, Trustee of the Former Trust, as amended by an amendment dated
October 7, 1996 (as amended, the "Pledge Agreement").
H. Bank and Supermarine Investors, Inc. ("SSI") are parties to that
certain Term Loan Agreement dated as of January 29, 1990, under which the Bank
made a term loan in the original principal amount of $8,500,000 ("SSI Loan"),
SSI assumed the original obligations under the SSI Loan from Supermarine of
Santa Xxxxxx, a California limited partnership. As of the date of this
Agreement, the outstanding principal balance of the SSI Loan is $3,546,000.
I. SSI's obligations to Bank in respect of the SSI Loan are
guaranteed by Xxxxx X. Xxxxx and the Former Trust under that certain Continuing
Guaranty dated July 22, 1996 in the principal amount of $4,185,000 (the "SSI
Loan Guaranty").
J. Approximately fifty percent (50%) of the assets of the Former
Trust (including the Pledged Shares and Pledged Partnership Units) have been or
are being transferred to Xxxxx X. Xxxxx, Trustee of the Xxxxx Xxxxx Trust and
the remaining approximately fifty percent (50%) of such assets have been or are
being transferred to Dallas P. Price, Trustee of the Dallas Price Trust.
K. In light of these transfers, the parties hereto desire that
Xxxxx X. Xxxxx, Trustee of the Xxxxx Xxxxx Trust, and Dallas Price, Trustee of
the Dallas Price Trust, assume each and every obilgation of Xxxxx X. Xxxxx,
Trustee of the Former Trust, under each of the Credit Documents on the terms and
conditions set forth below.
L. The Credit Agreement, the Guaranty, the ISDA Guaranty, the
Pledge Agreement and the SSI Loan Guaranty are sometimes hereinafter referred to
collectively as the "Credit Documents".
AGREEMENT
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NOW, THEREFORE, in the consideration of the foregoing recitals and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Assumption. Xxxxx X. Xxxxx, Trustee of the Xxxxx Xxxxx Trust,
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and Dallas P. Price, Trustee fo the Dallas Price Trust, hereby unconditionally
assume, jointly and severally, each and every obligation of Xxxxx X. Xxxxx,
Trustee of the Former Trust, under each of the Credit Documents.
2. Governing Law. This Agreement shall be governed by, and
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construed and interpreted in accordance with, laws of the State of California.
3. Counterparts. This Agreement may be executed in counterparts
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and any number of counterparts signed in the aggregate by the parties hereto
shall constitute a single original instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Bank OF AMERICA NATIONAL TRUST /s/ Xxxxx X. Xxxxx
AND SAVINGS ASSOCIATION ------------------------------
XXXXX X. XXXXX, (TRUSTEE OF THE
XXXXX X. XXXXX TRUST U/A DATED
MARCH 5, 1998.
By:___________________________________
Xxxxxxxx Xxxxxx-Xxxxxxx
Vice President /s/ Dallas P. Price
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DALLAS P. PRICE, TRUSTEE OF THE
DALLAS P. PRICE TRUST U/A DATED
MAY 14, 1998
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