EXHIBIT 10.11
ASSUMPTION AGREEMENT
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This ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of
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May ___, 1997, among Industrial Development Authority of Xxxxxxx City County
("Lender"), and U.S. Remodelers, Inc., a Delaware corporation ("Borrower").
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W I T N E S S E T H:
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WHEREAS, on February 12, 1995, Facelifters Home Systems, Inc. ("Original
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Borrower") executed that certain Promissory Note (the "Note") in the original
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principal amount of $400,000, payable to the order of Lender, evidencing a loan
(the "Loan") from Lender to Original Borrower;
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WHEREAS, the Note is secured by, among other collateral, (i) that certain
Security Agreement between Original Borrower and Lender dated April 7, 1995 (the
"Security Agreement") covering certain property described therein (the
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"Property");
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WHEREAS, by Xxxx of Sale of even date herewith, Original Owner has conveyed
the Property to Borrower, and in partial consideration for such conveyance,
Borrower has agreed to assume the Note and to pay the Note in accordance with
its terms, and to perform all obligations of Original Borrower under the Note,
the Security Agreement, and any other documents evidencing and securing the Loan
(the "Loan Documents");
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WHEREAS, Original Borrower and Borrower have requested that Lender consent
to the transfer of the Property to Borrower and the assumption by Borrower of
all obligations of Original Borrower under the Note, the Security Agreement and
any other of the Loan Documents;
WHEREAS, Lender is willing to consent to such transfer upon certain terms
and conditions as set forth herein; and
WHEREAS, the parties hereto desire to evidence in writing the assumption by
Borrower of the obligation to pay the Note and perform all obligations
thereunder and under the Security Agreement and the other Loan Documents in
accordance with their respective terms.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that, for and in
consideration of the sum of Ten and No/100 Dollars ($10.00), the premises hereof
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
ASSUMPTION AGREEMENT--Page 1
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1. Borrower does hereby, (i) assume the Note, (ii) promise to pay to
Lender or any other holder of the Note all principal payable under the Note in
accordance with its terms, (iii) promise to pay to Lender or any other holder of
the Note all interest and other sums due and payable under the Note arising from
and after the date of this Agreement, and (iv) promise to perform all
obligations of Original Borrower under the Security Agreement and the other Loan
Documents in accordance with the terms thereof, and any other documents executed
by Borrowers in connection with this Agreement (the "Loan Assumption
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Documents").
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2. The unpaid principal balance of the Note as of April 29, 1997 is
$258,567.50.
3. Any notices or instructions to be given in connection with this
Agreement or the Note, the Security Agreement, any other of the Loan Documents,
or the Loan Assumption Documents shall be in writing to be effective and shall
be personally served, or sent by certified or registered mail or the express
mail service of the United States Postal Service, Federal Express or other
equivalent overnight or expedited delivery service. Any such notice shall be
deemed to have been given and received on the earlier of (a) if given by
personal service, upon receipt, (b) if sent by registered or certified mail,
upon the earlier of (i) actual receipt, or (ii) two (2) business days after
deposit in a depositary of the United States Postal Service, postage prepaid,
return receipt requested, or (c) if sent by Federal Express or other equivalent
overnight or expedited delivery service, upon the earlier of (i) actual receipt
or (ii) two (2) business days after delivery to such overnight or expedited
delivery service, delivery charges prepaid, and in each such instance addressed
to the party to be notified at the following address (or at such other address
as may have been designated by written notice in conformity herewith):
LENDER: Industrial Development Authority of the County of Xxxxxxx City,
Virginia
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxx Xxxx, Xxxxxxxx
BORROWER: U.S. Remodelers, Inc.
00000 Xxxxxx Xxxx
Xxxxxx, Xxxxx 00000
4. This Agreement may be amended or supplemented only by a written
agreement executed and, if necessary, acknowledged by the party against whom
enforcement of such amendment or supplement is sought.
5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ASSUMED HEREIN SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF VIRGINIA,
AND APPLICABLE FEDERAL LAWS.
ASSUMPTION AGREEMENT--Page 2
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6. Nothing in the provisions of this Agreement and no transaction related
hereto shall operate or be construed to require Borrower to make any payment or
do anything contrary to any applicable law. No determination by any court or
governmental authority that any provision in this Agreement is invalid, illegal
or unenforceable in any instance shall affect the validity, legality or
enforceability of (a) any other provision hereof, or (b) such provision in any
circumstance not controlled by such determination. Each such provision shall be
valid and enforceable to the fullest extent allowed by, and shall be construed
wherever possible as being consistent with, applicable law. Furthermore, in lieu
of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.
7. This Agreement, and all amendments hereto, may be executed in any
number of identical original counterparts, each of which when so executed and
delivered shall be an original, and all of which counterparts together shall
constitute one and the same instrument, it being understood and agreed that the
signature pages may be detached from one or more counterparts and combined with
signature pages from any other counterpart in order that one or more fully
executed counterparts may be assembled.
8. The terms, provisions, covenants and conditions hereof shall be
binding upon Borrower, and the legal representatives, successors and assigns of
Borrower, and shall inure to the benefit of Lender, and its successors and
assigns.
9. THE WRITTEN LOAN DOCUMENTS, THIS AGREEMENT AND THE OTHER LOAN
ASSUMPTION DOCUMENTS REPRESENT 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.
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EXECUTED the day and year first above written.
BORROWER:
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U.S. Remodelers, Inc.
a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
LENDER:
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Industrial Development Authority of
Xxxxxxx City County
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Chairman
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ASSUMPTION AGREEMENT--Page 4
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