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EXHIBIT 3
AGREEMENT FOR PURCHASE AND SALE OF
PROMISSORY NOTE
THIS AGREEMENT FOR PURCHASE AND SALE OF PROMISSORY NOTE
("Agreement") is made and entered into this 28th day of May, 1999, by and
between Celebrity, Inc., a Texas corporation ("Celebrity") and RHP Real Estate,
Ltd., a Texas limited partnership, and Nina Xxxx Xxxxxxxxx Xxxxxx, in her
capacity as Trustee of the Residuary Trust Created Under the Last Will and
Testament of Xxxxxx X. Xxxxxxxxx, Xx., Deceased (collectively "Buyer").
WHEREAS, Celebrity is the owner and holder of a promissory note dated
April 22, 1999, executed by Crest Properties, Ltd., as Maker, payable to the
order of Celebrity, Inc. in the principal face amount of $1,036,215.91 (the
"Note"); and
WHEREAS, Celebrity desires to sell and assign the Note to Buyer on the
terms hereinafter set forth; and
WHEREAS, Buyer desires to purchase the Note from Celebrity on the terms
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises, Celebrity and
Buyer hereby represent, stipulate, covenant and agree as follows:
1. Agreement to Purchase and Sell; Purchase Price. Celebrity agrees to
sell and assign the Note to Buyer, and Buyer agrees to purchase the
Note from Celebrity, for a purchase price equal to the balance of
unpaid principal and unpaid accrued interest remaining due on the Note
on the date that the purchase and sale of the Note is consummated. The
purchase price shall be payable in cash.
2. Documents to be Delivered by Celebrity. Upon payment of the purchase
price, Celebrity shall (i) endorse the Note "Pay to the order of RHP
Real Estate, Ltd. and Nina Xxxx Xxxxxxxxx Xxxxxx, Trustee of the
Residuary Trust Created Under the Last Will and Testament of Xxxxxx X.
Xxxxxxxxx, Xx., Deceased, without recourse"; (ii) deliver to Buyer the
original of the endorsed Note; and (iii) execute and deliver to Buyer
an Assignment (in form and substance satisfactory to Buyer) of all
liens and security interests securing payment of the Note including,
without limitation, the vendor's lien and the Deeds of Trust as defined
and described in the Note.
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3. Subordination Agreement. Buyer acknowledges, stipulates and agrees that
the Note is, and shall remain, subject to the terms and provisions of
that certain Subordination Agreement executed by Celebrity in favor of
Xxxxxxx Xxxxx Business Financial Services Inc., dated April 16, 1999, a
true, correct and complete copy of which is attached hereto and made a
part hereof. Upon purchase of the Note, Buyer shall succeed to, and
shall be bound by, the obligations of Celebrity under the terms of the
said Subordination Agreement.
4. Closing of Sale. Purchase and sale of the Note shall be consummated
within ten (10) days after Xxxxxxx Xxxxx Business Financial Services
Inc. consents in writing to the sale and assignment of the Note to
Buyer. If such consent is not received on or before May 28, 1999, then
this Agreement shall automatically terminate, whereupon neither
Celebrity nor Buyer shall thereafter have any rights or obligations
under this Agreement.
5. Representations and Warranties. As a material inducement to Buyer to
purchase the Note, Celebrity hereby represents and warrants to Buyer
that:
a. A true, correct and complete copy of the Note is attached
hereto and made a part hereof, and the Note has not been
modified or amended;
b. Celebrity is the sole legal and equitable owner and holder of
the Note;
c. No payments of principal or interest have been made on the
Note, and the unpaid principal balance of the Note is
$1,036,215.91;
d. The maker of the Note is not in default under the terms of the
Note or under the Deeds of Trust securing payment of the Note;
and
e. The Note is not subject to any liens, security interests,
claims or encumbrances, except for the Subordination Agreement
attached hereto.
Celebrity warrants that the foregoing representations and warranties
shall be true on the date that purchase and sale of the Note is
consummated. Except for the foregoing express representations and
warranties, sale of the Note shall be without recourse.
6. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the purchase and sale of the Note; there
are no verbal agreements between the parties; and this Agreement can be
amended only by signed written agreement of Celebrity and Buyer.
7. Governing Law. This Agreement and the rights and duties of the parties
hereunder shall be governed for all purposes by the laws of the State
of Texas and the laws of the United States applicable to transactions
wholly within the State of Texas.
8. Successors and Assigns. This Agreement shall be binding upon, and shall
inure to the benefit of, Celebrity, Buyer and their respective
successors and assigns.
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EXECUTED as of the month, day and year first stated above.
CELEBRITY, INC.
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx, Vice President
RHP REAL ESTATE, LTD., Acting By and
Through its General Partner,
RHP Management, LLC
By: /s/ XXXXXX X. XXXXXXXXX, XX..
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Xxxxxx X. Xxxxxxxxx, Xx., President
/s/ NINA XXXX XXXXXXXXX XXXXXX
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Nina Xxxx Xxxxxxxxx Xxxxxx, in her capacity
As Trustee of the Residuary Trust created
Under the Last Will and Testament of
Xxxxxx X. Xxxxxxxxx, Xx., Deceased
