ASSUMPTION AGREEMENT
Exhibit
10.11
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THE
STATE OF TEXAS
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§
§
§
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COUNTY
OF BEXAR
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This
Assumption Agreement (the “Agreement”) is made and entered into by and between
SNF Mesa Vista, LLC, a Texas limited liability company (“SNF”) and MVI Health
Center, LP, a Delaware limited partnership (“MVI”) . This Agreement
is joined in by other parties to evidence their consent to the terms
hereof.
Information
regarding the indebtedness and liens that is the subject of this
Agreement:
Note:
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Date:
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March
23, 2007
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Maker:
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HHC
San Antonio Northwest NC, LP
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Payee:
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PlainsCapital
Bank
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Original
Principal Amount:
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$8,900,000.00
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Current
Unpaid Principal Balance:
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$7,500,000.00
(after
giving effect to a payment made as of the effective date
below)
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Deed of
Trust:
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Date:
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March
23, 0000
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Xxxxxxx:
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XXX
Xxx Xxxxxxx Xxxxxxxxx XX, LP
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Trustee:
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Xxxxx
Xxxxxx
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Beneficiary:
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PlainsCapital
Bank
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Recorded
in:
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Volume
12769, Page 2347, Clerk’s File No. 20070069696, Official Public Records of
Bexar County, Texas
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Property:
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Xxx
0, Xxxxx 0, Xxx Xxxx Xxxxx 00000, XXXXX HOLLOW XXXXX, an addition to the
City of San Antonio, Bexar County, Texas, according to the map or plat
thereof, recorded in Volume 9569, Page(s) 38, of the Deed and Plat Records
of Bexar County, Texas.
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RECITALS:
A. HHC
San Antonio Northwest NC, LP, a Texas limited partnership (“HHC”) become
indebted to PlainsCapital Bank (“Lender”) pursuant to the above Promissory Note
(hereafter the “Note”), which Note is secured by, among other collateral, the
above Deed of Trust. The Deed of Trust covers the above-described
Property. The Note and Deed of Trust were executed and delivered
pursuant to a Construction Loan Agreement (the “Loan Agreement”) of even date
with the Note. The Note has been amended pursuant to (i) Modification
Agreement dated Xxxxx 00, 0000, (xx) Second Modification Agreement
dated December 31, 2008, (iii) Third Modification Agreement dated March 20,
2009, and (iv) Fourth Modification Agreement of even date herewith.
B. HHC
previously sold the Property to SNF, and SNF assumed payment of the
Note.
C. SNF
and MVI have entered into an agreement for the sale of the Property described in
the Deed of Trust, and have requested Lender to allow MVI to assume the payment
of the indebtedness evidenced by the Note. Lender has consented to
such request subject to the agreements and stipulations set forth
herein.
In
consideration of the foregoing, together with other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. Assumption by
MVI. MVI does hereby assume and agree to pay the indebtedness
evidenced by the Note, as heretofore renewed, modified and extended, and to
keep, observe and perform the obligations, covenants and agreements under the
Note, in the manner, at the times, and in all other respects as therein
provided. MVI further assumes all obligations of SNF under the Deed
of Trust, and to keep, observe and perform the obligations, covenants and
agreements under the Deed of Trust.
2. Continuance of Liens,
Etc. SNF and MVI acknowledge and agree that each and every of
the terms and provisions of the Note and Deed of Trust are in full force and
effect, and agree that all rights, remedies, titles, liens, security interests
and equities evidenced or created by the Deed of Trust are acknowledged by the
parties hereto to be valid and subsisting, and are hereby recognized and
continued in full force and effect to secure the payment of the indebtedness
evidenced by the Note. SNF and MVI covenant and warrant that there
exists no event of default under the Note, the Deed of Trust or other document
or agreement executed in connection with the Note; and that there are no
defenses, counterclaims or offsets to the Note, the Deed of Trust or any
document or agreement executed in connection with the Note.
3. Confirmation of Unpaid
Balance. The parties acknowledge and agree that the current
unpaid principal balance of the Note as of the date hereof is correctly stated
above.
4. Release of
SNF. Bank releases SNF from liability under the Note and from
performance of the obligations under the Deed of Trust and any other documents
executed in connection therewith. Nothing in this release, however,
shall act as a release of liability of any other party liable for the Note under
any other document. Further, this release shall not release any liens
securing the Note, including without limitation the Deed of Trust.
5. Consent by
Bank. By execution in the space below, PlainsCapital Bank, the
Payee under the Note and Beneficiary under the Deed of Trust (“Bank”), consents
to the conveyance of the Property from SNF to MVI and to the assumption by MVI
as set forth herein. However, Bank’s consent herein applies only to
the conveyance of the Property by SNF to MVI and shall not constitute a consent,
express or implied, to any other conveyances of the Property by MVI; SNF and MVI
acknowledge that any further conveyances of the Property without Bank’s prior
written consent would constitute a default under the Deed of Trust.
6. Deed. The
Deed conveying the Property from SNF to MVI shall expressly state the MVI has
assumed the obligations under the Note and Deed of Trust. SNF
and MVI shall provide a copy of the executed Deed to Lender immediately upon
execution, and shall provide Lender a copy of the recorded Deed immediately upon
receipt from the County Clerk.
7. Consent by
Guarantors. By their execution in the spaces indicated below,
the undersigned Guarantors consent to the conveyance of the Property from SNF to
MVI and to the assumption by MVI as set forth herein, and acknowledge and agree
that their liability under the Guaranty Agreements executed by them shall remain
in full force and effect.
8. Consent by
Pledgors. By their execution in the spaces indicated below,
the undersigned Pledgors consent to the conveyance of the Property from SNF to
MVI and to the assumption by MVI as set forth herein, and acknowledge and agree
that the liens and their liabilities and obligations under the applicable loan
documents wherein they pledged additional collateral for the Loan shall remain
in full force and effect pursuant to the terms thereof.
9. Reliance by
Lender. Lender shall be deemed a third party beneficiary of
the agreements by SNF and MVI herein.
10. Authority. Each
person signing this Agreement in a representative capacity does hereby represent
and warrant to the other party that he or she has the requisite authority and
consent to execute this Agreement on behalf of the party or parties for whom he
or she has executed same, and that this Agreement and the agreements contained
herein are binding upon the party for whom he or she has executed this Agreement
and upon such party’s successors and assigns.
11. Counterparts. This
Agreement may be signed by fax transmission and in counterpart originals, and
any copy with a facsimile signature shall be deemed an original for purposes of
execution hereof; however, the parties agree to deliver original signature pages
to Lender. Signatures on separate pages shall collectively constitute
a complete document.
12. No Oral
Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
This
Agreement is executed on the dates indicated in the acknowledgments below, to be
effective as of December 31, 2009.
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SNF:
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SNF
Mesa Vista, LLC, a Texas limited liability company
By: Capstar
Partners, LLC, a Texas limited liabilitycompany, Manager
By: /s/ Xxxxxx X.
Xxxxx
Name: Xxxxxx
X. Xxxxx
Title: President
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MVI:
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MVI
Health Center, LP,
a
Delaware limited partnership
By:MVI
Health Center GP, LLC,
a Delaware limited liability
company,
as its General
Partner
By:CGI
Healthcare Operating Partnership, L.P.,
a Delaware limited
partnership,
as its sole Member
By:Cornerstone
Growth & Income Operating
Partnership, L.P., a Delaware
limited partnership,
as its General
Partner
By:Cornerstone
Growth & Income REIT, Inc.,
a Maryland
corporation,
as its General
Partner
By: /s/ Xxxxx X.
Xxxxxxx
Name:
Xxxxx X.
Xxxxxxx
Title: President
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Bank:
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PlainsCapital
Bank
By:
/s/ Xxxxx
Xxxxxx
Name: Xxxxx
Xxxxxx
Title: Senior
Vice President
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Guarantor:
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/s/
R. Xxxxxx
Xxxxx
R.
Xxxxxx Xxxxx
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Guarantor:
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/s/
Xxxxxx X.
XxXxxxx
Xxxxxx
X. XxXxxxx
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Guarantor:
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/s/
Xxx Xxxxxx,
Xx.
Xxx
Xxxxxx, Xx.
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Pledgor:
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PM
Management - Xxxxxxx NC, LLC,
a
Texas limited liability company
By: Major
Timbers, LLC, a Texas limited
liability
company, Manager
By: /s/ Xxx Xxxxxx,
Xx.
Name: Xxx
Xxxxxx, Xx.
Title: Manager
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STATE OF TEXAS
COUNTY OF XXXXXX
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§
§
§
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This
instrument was acknowledged before me on ________________, 20____, by Xxxxxx X.
Xxxxx, President of Capstar Partners, LLC, a limited liability company, on
behalf of said limited liability company in its capacity as Manager of SNF Mesa
Vista, LLC, a Texas limited liability company.
___________________________________
Notary Public, State of
Texas
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STATE OF ________________
COUNTY OF ______________
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§
§
§
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This instrument was acknowledged before
me on ________________, 20____ by ___________________________,
___________________________ of Cornerstone Growth & Income REIT, Inc., a
Maryland corporation, on behalf of said corporation in its capacity as General
Partner of Cornerstone Growth & Income Operating Partnership, L.P., a
Delaware limited partnership, on behalf of said limited partnership in its
capacity as General Partner of CGI Healthcare Operating Partnership, L.P., a
Delaware limited partnership, on behalf of said limited partnership in its
capacity as sole Member of MVI Health Center GP, LLC, a Delaware limited
liability company, on behalf of sail limited liability company in its capacity
as General Partner of MVI Health Center, LP, a Delaware limited partnership, on
behalf of said limited partnership.
Notary
Public, State of ____________________
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STATE OF TEXAS
COUNTY OF XXXXXX
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§
§
§
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This instrument was acknowledged before
me on ________________, 20____ by Xxxxx Xxxxxx, Senior Vice President of
PlainsCapital Bank, a Texas state banking corporation, on behalf of said banking
corporation.
Notary
Public, State of Texas
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STATE OF TEXAS
COUNTY OF XXXXXX
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§
§
§
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This instrument was acknowledged before
me on ________________, 20____, by R. Xxxxxx Xxxxx.
___________________________________
Notary Public, State of
Texas
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STATE OF TEXAS
COUNTY OF XXXXXX
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§
§
§
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This instrument was acknowledged before
me on ________________, 20____, by Xxxxxx X. XxXxxxx.
___________________________________
Notary Public, State of
Texas
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STATE OF TEXAS
COUNTY OF XXXXXX
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§
§
§
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This instrument was acknowledged before
me on ________________, 20____, by Xxx Xxxxxx, Xx.
___________________________________
Notary Public, State of
Texas
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STATE OF TEXAS
COUNTY OF XXXXXX
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§
§
§
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This instrument was acknowledged before
me on ________________, 20____, by Xxx Xxxxxx, Xx., Manager of Major Timbers,
LLC, a Texas limited liability company, on behalf of said limited liability
company in its capacity as Manager of PM Management - Xxxxxxx NC, LLC, a Texas
limited liability company.
___________________________________
Notary
Public, State of Texas
After
recording
please return
to:
Xx. Xxxxx
Xxxxxx
PlainsCapital
Bank
000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
