No preview available
HomeMy WebLinkAbout978957978957 10/22/2014 3:44 PM LINCOLN COUNTY FEES: $27.00 PAGE 1OF 6 BOOK: 841 PAGE: 862 MTG, ASSUMPTION AGMT JEANNE WAGNER, LINCOLN COUNTY CLERK 1 1111111 111111 1111 1111111111111111 I I 1 11111 11111 11111 1111111111 I I I 1 111 I I 1 1111 1111 MORTGAGE ASSUMPTION AGREEMENT THIS MORTGAGE ASSUMPTION AGREEMENT (hereinafter referred to as the "Agreement made and entered into as of this a,1 day October, 2014 by and between THE BANK OF STAR VALLEY, a Wyoming banking corporation, P.O. Box 8007, Afton, Wyoming 83110, (hereinafter referred to as the "Lender and ALPINE AIRPARK ASSOCIATION, INC., a Wyoming nonprofit corporation, P.O. Box 820, Thayne, Wyoming 83127 (hereinafter referred to as "Borrower WITNESSETH: WHEREAS, Lender is the holder and owner of the following documents (hereinafter sometimes collectively referred to as the "Loan Documents 1. Promissory Note executed on October 8, 2013, in the original principal face amount of ONE MILLION TWO HUNDRED THIRTY -TWO THOUSAND ONE HUNDRED EIGHTY -THREE DOLLARS ($1,232,183.00) executed and delivered by ALPINE AIRPARK, LLC, a Wyoming limited liability company, P.O. Box 3309, Alpine, Wyoming 83128 hereinafter referred to as the "Original Borrower in favor of Lender (hereinafter referred to as the "1st Note with a Mortgage given by Original Borrower as "Mortgagor" to Lender as "Mortgagee" dated October 8, 2013 and recorded in the land records of Lincoln County, Wyoming on October 14, 2013 in Book 822 at Page 298 as Receiving No. 973673 (hereinafter referred to as the "1st Mortgage which Mortgage encumbers the real property as described therein; and 2. Promissory Note, with Personal Guaranty executed October 15, 2013 in the original principal face amount of FOUR HUNDRED THOUSAND FIFTY -SIX DOLLARS ($400,056.00) executed and delivered by ALPINE AIRPARK, LLC, a WYOMING limited liability company, P.O. Box 3309, Alpine, Wyoming 83128 hereinafter referred to as the "Original Borrower in favor of Lender (hereinafter referred to as the "2nd Note with a Mortgage given by Original Borrower as "Mortgagor" to Lender as "Mortgagee" dated October 15, 2013 and recorded in the land records of Lincoln County, Wyoming on October 18, 2013 in Book 822 at Page 500 as Receiving No. 973760 (hereinafter referred to as the "2nd Mortgage which Mortgage encumbers the real property as described therein; personally guaranteed by WILLIAM J. WIEMANN, P.O. Bo 3309, Alpine, Wyoming 83128 (hereinafter referred to as the "Original Guarantor and MORTGAGE ASSUMPTION AGREEMENT PAGE 1 OF 6 WHEREAS, the Original Borrower is desirous of conveying the property encumbered by the Mortgage (hereinafter referred to as the "Property to Borrower; and WHEREAS, the Borrower desires to receive said Property and formally assume the Mortgage and perform all of the covenants and conditions contained in the Loan Documents as consideration for the purchase of the Property and as consideration for the Lender's willingness to consent to the sale of the Property which is encumbered by the Loan Documents; and WHEREAS, the 1st Mortgage and the 2nd Mortgage expressly prohibit the conveyance of the Property without the express written consent of the Lender; and WHEREAS, the Lender is willing to give its consent to the transfer of the Property to the Borrower if the Borrower shall assume all of the obligations heretofore imposed by the Loan Documents upon the Original Borrower and the Original Guarantor. NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) and in consideration of the premises and of the mutual covenants contained herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows: 1. ASSUMPTION. Borrower expressly assumes the Loan Documents and agrees to perform all covenants, conditions, duties and obligations contained therein and agrees to pay the 1st Promissory Note and 2nd Promissory Note and the obligations evidenced thereby in a prompt and timely manner in accordance with the terms thereof. 2. CONSENT TO CONVEYANCE. Lender hereby consents to the transfer of the Property to the Borrower, but the Lender expressly reserves the right to withhold its consent to any future sale or transfer of the Property, as provided for in the 1st Mortgage and the 2nd Mortgage. 3. WARRANTIES AND REPRESENTATIONS. Borrower affirms, warrants, represents and covenants that Borrower have no defenses nor rights of set off against Lender or against the payment, collection or enforcement of the indebtedness evidenced by the 1st Promissory Note and 2nd Promissory Note and secured by the 1st Mortgage and 2nd Mortgage and owed to Lender. Borrower further warrants and represents as follows: a. Borrower has done no acts nor omitted to do any act which might prevent Lender from, or limit Lender in, acting upon or under any of the provisions herein, in the Loan Documents; b. Borrower is not prohibited under any other agreement with any other person or any judgment or decree, from the execution and delivery of this Agreement, the performance of each and every covenant hereunder or under the Loan Documents; c. No action has been brought or threatened which would in any way interfere with the right of Borrower to execute this Agreement and perform all of Borrower's MORTGAGE ASSUMPTION AGREEMENT PAGE 2 OF 6 obligations contained herein, in the Loan Documents; d. All financial statements of Borrower are true and correct in all respects, fairly present the respective financial conditions of the subjects thereof, as of the respective dates thereof and no material adverse change has occurred that would affect Borrower's ability to repay the indebtedness evidenced by the 1st Promissory Note and the 2nd Promissory Note and secured by the 1st Mortgage and the 2nd Mortgage; e. Borrower is duly formed, validly existing and in good standing under the laws of the State of Wyoming and has fill power and authority to consummate the transactions contemplated under this Agreement. 4. ACKNOWLEDGEMENTS. Borrower acknowledges that: a. The Loan Documents are in full force and effect; and MORTGAGE ASSUMPTION AGREEMENT PAGE 3 OF 6 b. The principal balance of the loan as represented by the aforesaid 1st Promissory Note as of the date of this Agreement is AIL WUOlto.l on4lw.vi runty SIA 1•I.o�43cv�c.1 �N Jn t. vn cl n041 fainter" cl n4lw aryl rna 1 1 18 I 4t% p and principal .and interest are unconditionally due and owing to the Lender as provided in the 1st Promissory Note; and the principal balance of the loan as represented by the aforesaid 2nd Promissory Note as of the date of this Agreement is Fa.,r lu.,,,oa 4.J On.(. k 4 Sfck a t 4 r{e4it dutla ti dno\ V eV+co-A= i !o►, e.ry 55 and principal and interest are unconditionally due and owing to the Lender as provided in the 2nd Promissory Note. 5. COSTS. Borrower shall pay all costs of the assumption made hereby, to include without limitation, attorneys' fees and recording costs, as well as the cost of an endorsement to Lender's title insurance policy insuring the lien of the 1st Mortgage and the 2nd Mortgage after the recording of this Agreement. Such costs shall be due at closing hereunder and the payment thereof shall be a condition precedent to Lender's consent to the transfer of the Property to Borrower. In the event that it is determined that additional costs relating to this transaction are due, Borrower agrees to pay such costs immediately upon demand. 6. ASSUMPTION FEE. No assumption fee is due to Lender for accepatnec of this Agreement. 7. RECORDATION. The recording of this Agreement in the land records of Lincoln County, Wyoming shall evidence the closing of the transaction described herein. 8. PARAGRAPH HEADINGS. The paragraph headings used herein are for convenience of reference only and shall not be used in the interpretation or construction hereof. 9. GOVERNING LAW. This Agreement shall be governed, interpreted and construed by, through and under the laws of the State of Wyoming. 10. TIME OF THE ESSENCE. Time is of the essence of this Agreement. 11. ATTORNEYS' FEES. All costs incurred by Lender in enforcing this Agreement and in collection of sums due Lender from Borrower, to include, without limitation, reasonable attorneys' fees through all trials, appeals, and proceedings, to include, without limitation, any proceedings pursuant to the bankruptcy laws of the United States and any arbitration proceedings, shall be paid by Borrower. 12. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto as well as their successors and assigns, heirs and personal representatives. 13. RELEASE OF ORIGINAL BORROWER AND ORIGINAL GUARANTOR. Lender hereby agrees that upon the recording of this Agreement in the land records of Lincoln County, Wyoming, as to Original Borrower and Original Guarantor, Lender shall be deemed to have received full payment required under the Loan Documents. Lender therefore releases Original Borrower and Original Guarantor from all obligations under the Loan Documents and this release shall be binding upon Lender's successors, legal representatives and assigns. Lender warrants that the referenced Loan Documents have not been assigned, ceded, transferred or sold to a third party and warrants Lender's authority as Note holder and Mortgagee to issue this release. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as follows: AS TO LENDER, this 7:2_ day of October, 2014. BY: BY: THE BANK OF STAR VALLEY, a Wyoming banking corporation MAR S WEB R VICE PRESIDENT AS TO BORROWER, this /osii day of October, 2014. ALPINE AIRPARK ASSOCIATION, INC., a Wyoming nonprofit corporation STANL K. DARDIS PRESIDENT MORTGAGE ASSUMPTION AGREEMENT PAGE 4 OF 6 AS TO ORIGINAL BORROWER, this /0 ell day of October, 2014. 'ANA TAYLOR NOTARY PUBLIC COUNTY OF j u, STATE OF LINCOLN n_'S WYOMING MY COMMISSION EXPIRES AUGUST 3, 2017 WILLI MANAG AS TO ORIGINAL GUARANTOR, this /O -day of -Oct My Commission expires: BY: BY: WITNESS my hand and official seal. ALPINE AIR a Wyoming limi �WIE RK, LLC, d liability company STATE OF WYOMING SS. COUNTY OF LINCOLN ACKNOWLEDGED before me on this, the 2-Z day of October, 2014, by Marcus Weber, who acknowledged further that he signed the foregoing instrument as Vice President of The Bank of Star Valley, a Wyoming banking corporation, acting for said Company pursuant to authority provided to him by its Board of Directors. 7 MORTGAGE ASSUMPTION AGREEMENT PAGE 5 OF 6 STATE OF WYOMING SS. COUNTY OF LINCOLN ACKNOWLEDGED before me on this, the /0 day of October, 2014, by Stanley K. Dardis, who acknowledged further that he signed the foregoing instrument as a President of Alpine Airpark Association, Inc., a Wyoming nonprofit corporation, acting for said Company pursuant to authority provided to him by its Board of Directors. WITNESS my hand and official seal. M KEVIN VOYLES NOTARY PUBLIC County of :fe!1 State of Lincoln `J' Wyoming My Commission Expires: July 16, 2015 K~ My Commission expires: o', f l /r? STATE OF WYOMING SS. COUNTY OF LINCOLN ACKNOWLEDGED before me on this, the /o�►'l day of October, 2014, by William J. Wielnann, who acknowledged further that he signed the foregoing instrument as Manager of Alpine Airpark, LLC, a Wyoming limited liability company, acting for said Company pursuant to authority provided to him by its Members. WITNESS my hand and official seal. M KEVIN VOYLES NOTARY PUBLIC County of o ;d<'e State of Lincoln Wyoming My Cornmission Expires: July 16, 2015 My Commission expires: o STATE OF WYOMING SS. COUNTY OF LINCOLN ACKNOWLEDGED before me on this, the /o4 day of October, 2014, by William J. Wiemann. WITNESS my hand and official seal. M KEVIN VOYLES NOTARY PUBLIC County of State of Lincoln Wyoming My Commission Expires: July 16, 2015 My Commission expires: vx.l iG /H MORTGAGE ASSIJMPTION AGREEMENT PAGE 6 OF 6