HomeMy WebLinkAbout905817?5'
WHEN RECORDED MAIL TO
Bar K, Inc.
201 Lafayette Circle, 2nd floor
Lafayette CA 94549
Loan No. C0390-2
RECEIVED 1/11/2005 at 3:09 PM
RECELVING # 905817
BOOK: 577 PAGE: 001
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
[Space Above This Line is for Recording Information]
ASSUMPTION & CONSENT
THIS ASSUMPTION & CONSENT, dated for identification purposes as of December
22, 2004, is made by and between Snake River Sporting Club Development Company, LLC, a
Delaware limited liability company ("SRSCDC"), Canyon Club, Inc., a Wyoming corporation
("Canyon Club"), R.E. LOANS LLC, a California limited liability company ("Lender"), and Bar
K, Inc., a California corporation ("Bar K"), and relates to the following:
WHEREAS, Canyon Club is a party to the following agreements, all of even date
herewith:
A. Loan Agreement with Lender.
B. $64.7 million Promissory Note in favor of Lender.
C. $1.8 million Promissory Note in favor of Bar K.
D. $9.0 million Promissory Note in favor of Bar K.
E. Wyoming Commercial Real Estate Mortgage And Security Agreement securing
$64.7 million promissory note.
F. Wyoming Commercial Real Estate Mortgage And Security Agreement securing
$1.8 million promissory note.
G. Wyoming Commercial Real Estate Mortgage And Security Agreement securing
$9.0 million promissory note.
H. The mortgages described in paragraphs E, F, and G, collectively, encumber the
property described on Exhibit A hereto.
Assigmnent of Rents in favor of Lender
Environmental and Hazardoui ~ubstance Indemnification Agreement
in favor of
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 1 of' 1 0
Lender and Bar K.
WHEREAS, by separate agreement Canyon Club intends to transfer its assets to
SRSCDC.
WHERAS, SRSCDC wishes to assume all of Canyon Club's liabilities under each of the
foregoing agreements, as well as any other agreement, document, or instrument (past, present,
and future) executed by Canyon Club as a part of the overall credit facility evidenced by the :' -
documents described above (collectively the "Loan Documents").
WHEREAL, SRSCDC and Canyon Club wish to obtain the consent of Lender and Bar K
to the foregoing transfer of assets and assumption of liabilities.
NOW, THEREFORE, IN CONSIDERATION of the consent and waiver set forth below,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. SRSCDC expressly and unconditionally assumes and agrees to be bound by and
perform all of the obligations of Canyon Club under each of the Loan Documents.
2. The liability of SRSCDC under the Loan Documents shall be the same as though
SRSCDC was an original signatory to each of the Loan Documents together with Canyon Club.
3. The liability of SRSCDC and Canyon Club under the Loan Documents, past,
present, and future, shall be joint and several.
4. Without affecting or in any way diminishing the past, present, or future liability of
Canyon Club under the Loan Documents, Canyon Club agree that Lender and Bar K shall be
entitled to act on the unilateral instructions and agreement of SRSCDC in all matters pertaining
to the Loan Documents and their implementation, without consulting with or obtaining the
consent of Canyon Club, including the amendment or modification of any or all of the Loan
Documents or the execution of any new Loan Documents in the future.
5. SRSCDC and Canyon Club knowingly and voluntarily waive any and all
requirement that the Lender or Bar K institute any action or proceeding, or exhaust any or all of
their rights, remedies or recourse, against any collateral securing the loans evidenced by the Loan
Documents, or against one another or anyone else, as a condition precedent to bringing an action
against the SRSCDC or Canyon Club, or both of them, under any of the Loan Documents or this
agreement, it being agreed thai the liability oftheboth SRSCDC and Canyon Club shall be
primary in addition to joint and several
6. SRSCDC and Canyon Club knowingly and voluntarily waive any defense arising
by reason of any disability, insolvency, bankruptcy, lack of authority or power, death, insanity,
minority, dissolution or any other defense oQth~ other of them, its successors and assigns, it
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 2 of 1 0
0905817
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being agreed that both SRSCDC and Canyon Club shall remain liable under the Loan Documents
regardless of whether one of them be found not liable thereon for any reason.
7. If any provision of this agreement or the application thereof in any circumstance is
held invalid or unenforceable, the validity and enforceability of the remainder of this agreement,
and of the application of any such provision in other circumstances, shall not be affected, it being
agreed that all rights, powers and privileges of the Lender hereunder shall be enforceable to the
fullest extent permitted by law. "--' -
8. This agreement shall be binding on and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, successors, and assigns.
9. This agreement shall be governed by and construed in accordance with the laws of
the State of Wyoming.
SIGNATURES ON NEXT PAGE
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 3 of 10
000'4
THE UNDERSIGNED ACKNOWLEDGE(S) AND UNCONDITIONALLY
AGREE(S) THAT THE WRITTEN AGREEMENTS AND DOCUMENTS
PREPARED BY LENDER AND BAR K AND EXECUTED BY SRSCDC
AND CANYON CLUB AND LENDER AND BAR K REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES. THE WRITTEN
LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN OR ORAL
AGREEMENTS BETWEEN THE PARTIES, NOR CAN ANY
UNWRITTEN OR ORAL AGREEMENTS BE MADE IN THE FUTURE.
Snake River Sporting Club Development
Company, LLC, a Delaware limited liability
company
By: Dolan, Pollak & Schram-SR, LLC, a
Delaware limited liability company, its
managing member
B y:
/Stephen C. S~hram, Managing Member
CANYON CLUB, INC.,
a Wyoming corporation
L. Richard Edgcomb, PQ~ident
CONSENT AND WAIVER
FOR GOOD AND VALUABLE CONS IDERATION, including the assumptions and
agreements set forth above, Lender and Bar K hereby consent to the foregoing transfer, and the
assignment and assumption of the Loan Documents, and agree to waive the right to accelerate the
notes on account of the transfer of title to the subject property to SRSCDC. Any further transfers
of title to the subject property shall be subject to any prohibitions contained in the Loan
Documents.
Bar K, Inc.,
a California corporation
BY/am~ey ~
R.E. LOANS LLC, a California limited liability
company
By Its Manager: B-4 PARTNERS LLC,
a California limited liability company
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 4 of 10
STATE OF WYOMING
"" O: 5
) SS.
COUNTY OF '-[e..-~Ofx- )
~h2h~ The foregoing instrument was acknowledged before me this ~ day of t,~a6~f
'~,BI~, by /--o, ~,c}Xc~rc~. ~-~.<:F-_~hq~ , a~-'"--~tae~lX~ of CANYON CLIJ, B/, INC~?
~'~--~Wyoming corpo~:ati~n, on behalf of such corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
STATE OF WYOMING )
) SS.
COUNTY 0F -T'~_~o c,. ~ e before me this da of ~.~v
The foregoing instrument was ac~k~o lcdg .~t^t -- ' ~ y ~O~r~ ~, y
~m ~ ~_~m ~ , as ]~ ~q~ ~ of Snake River Spo~ng CI~ Development
Co~pany, LLC, a Delaware limited l~bHi~ company, on behalf of such company
Witness my hand and official seal.
My commission expires:
County of
· Teto-n ~.'.~fl.' Wyoming
My Commission ,Expires May 25, 2007
Notary Public
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 5 of 10
STATE OF CALIFORNIA )
) SS.
COUNTY OF CONTRA COSTA )
The foregoing instrument was acknowledged before me this ~4&day of ,.~cy~g_k.~' c\ , 200~', by
~ c~ P~'~r~3~ ~ , as OK~F of R.E. LOANS LLC, a Califorhia limited
liability company, on behalf of such complny. "'-' -
Witness my hand and official seal.
My commission expires:
Notary Public
STATE OF CALIFORNIA )
) SS.
COUNTY OF CONTRA COSTA )
was ac~owledged before me th~s.~ day of (~Z~,Gkl a i-[~. ,200~,, by
The
foregoing
instrument
,as ~&~L~ of Bar K, Inc., a California co~oration, on
behalf of su~ co.ration.
Witness my hand and official seal,
My commission expires: ~ [~ ~ ~
2006
Notary Public
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 6 of 10
0 '3 3 7
EXHIBIT A
Parcel 1 .'
Lot 2 of Snake River Canyon Ranch, The Canyon Homes, Teton County, Wyoming, according to that plat
recorded in the Office of the Teton County Clerk on January 15, 2002, as Plat No. 1040.
TOGETHER WITH any appurtenant riparian lands.
Parcel 2:
Lots 19, 20, 21, 22 and 23 of Snake River Canyon Ranch, The River Homes, Teton County, W~,o'~i~g,
according to that plat recorded in the Office of the Teton County Clerk on September 18, 2001, as Plat No.
1030.
TOGETHER WITH any appurtenant riparian lands.
Parcel 3:
Lots 24, 25 26 and 28 of Snake River Canyon Ranch, The Ranch Homes Teton County, Wyoming, according
to that plat recorded in the Office of the Teton County Clerk on September 18, 2001 as Plat No. 1031
TOGETHER WITH any appurtenant riparian lands.
Parcel 4:
Homestead Entry Survey Number 57 IocateC in Section 33, T39N, R116W, Teton County, Wyoming.
AND
Government Lot 4, Government Lot 5 and SE1/4SE1/4 Section 32, T39N R116W, Teton County, Wyoming.
EXCEPTING THEREFROM Snake River Canyon Ranch, The Canyon Homes, Teton County, Wyoming,
according to that plat recorded in the Office of the Teton County Clerk on January 15, 2002, as Plat No. 1040
AND Snake River Canyon Ranch, The River Homes, Teton County, Wyoming, according to that plat recorded
in the Office of the Teton County Clerk on September 18, 2001, as Plat No. 1030 AND Snake River Canyon
Ranch, The Ranch homes, Teton County, Wyoming, according to that plat recorded in the Office of the Teton
County Clerk on September 18, 2001, as Plat No. 1031. '.
TOGETHER WITH any appurtenant riparian lands.
Parcel 5:
LEGAL DESCRIPTION
OF
A PARCEL
WITHIN
SECTION 8,
HOMESTEAD ENTRY SURVEY NO. 187
AND HOMESTEAD ENTRY SURVEY NO. 127,
T38N, R116W, 6th P.M.
TETON COUNTY, WYOMING
A parcel of land located in Section 8, Homestead Entry Survey No. 187, and Homestead Entry Survey No.
127, T38N, R116W, 6th P.M., Teton County, Wyoming, more particularly described as follows;
All of Homestead Entry Survey (H.E.S.) No. 187;
All of Homestead Entry Survey (H.E.S.) No. 127;
SE¼SE¼ and W¼NE¼SE¼ of said Section 8;
Government Lots 2, 3, and 4, and part of Government Lot 1 of said Section 8;
ALL more particularly described as follows;
BEGINNING southeast corner of said ~e(~tion 8, said point also being Corner 1 of said H.E.S. No.
127, where is found a 2 inch diameter aluminum ¢ipe with a 3-1/4 inch diameter aluminum cap inscribed
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2
Page 7 of 10
"RLS 164" and appropriate details;
THENCE along the east line of said H.E.S. No. 127, S 00°00'15"E 658.05 feet to Corner 2 of said
H.E.S. where is found a 2 inch diameter galvanized pipe with a 3-1/4 inch diameter brass cap inscribed
"PLS 6447" and appropriate details, said point lying on the north line of said H.E.S. No. 187;
THENCE along the north line of said H.E.S. No. 187, S 89°58'45"E, 321.38 feet to Corner 1 of
said H.E.S. where is found a 2 inch diameter aluminum pipe with a 3-1/4 inch diameter aluminum cap
inscribed "RLS 164" and appropriate details;
THENCE along the east line of said H.E.S. No. 187, S 13°30'45"E 3433.21 feet to Corner 2. o_f. _
said H.E.S. where is found an original stone;
THENCE along the south line of said H.E.S. No. 187, S 85°38'25"W, 1340.78 feet to Corner 3 of
said H.E.S. where is found a 2 inch diameter aluminum p~pe with a 3-1/4 inch diameter BLM-type
aluminum cap inscribed with appropriate details, said Corner 3 also being a meander corner on the left
bank of the Snake River;
THENCE following the record meander line for said H.E.S. No. 187 through the following courses,
N 24°30'08"W, 880.09 feet;
N 15°09'45"W, 353.76 feet;
N 23°14'45"W, 681.12 feet;
N 16°16'45"W, 1026.96 feet;
N 26°02'45"W, 357.72 feet;
N 00°39'13"E, 365.46 feet more or less to Corner 4 of said H.E.S. No. 187, said point being
~dentica with Corner 3 of said H.ES. No. 127 said Corner 4 also being a meander corner on the left bank
of the Snake River;
THENCE following the west ine of said H.E.S. No. 127, N 22°47'15"W 714.66 feet to Corner 4 of
said H.E.S. where is found a 2 inch diameter aluminum cap with a 3-1/4 inch diameter BLM-type
aluminum cap nscribed with appropriate details, said point lies on the south line of Government Lot 4 of
said Section 8, N 89°56'01"W, 337.24 feet from the southeast corner of said Government Lot 4;
THENCE along the south line of said Government Lot 4 of said Section 8, N
89°57'02"W, 105.51 feet to a 2 inch diameter aluminum cap with a 3-1/4 inch diameter BLM-type
aluminum cap inscribed with appropriate details, said point representing a meander corner on the left
bank of the Snake River;
THENCE continuing N 89°57'02"W, 95.70 feet to the record position of said meander corner
established by the original survey shown on that plat approved April 2, 1903;
THENCE following the record left bank meander line of the Snake River shown on said plat
the following courses,
N 02°47'47"W 508.20
through
feet;
N 08°17'47"W 171.60 feet;
N 05°17'47"W 310.20 feet;
N 02°32'47"W 244.20 feet;
N 17°17'47"W 264.00 feet;
N 22°47'47"W 316..80 feet;
N 29°02'47"W 316.80 feet;
N 07°12'13"E, 69.20 feet;
THENCE departing said record meander line, N 80°14'04"E, 30.42 feet to a 5/8 inch eiameter
steel rebar with an aluminum cap inscribed "PLS 6447"
THENCE N 00°00'00"E, 232.05 feet more or less to an intersection with said record meander line;
THENCE along said record meander line N 07°12'13"E, 67.91 feet;
THENCE along said record meander line N 15°17'47"W, 32.28 feet;
THENCE departing said record meander line, N 00°00'00"E, 79.28 feet to a 5/8 inch diameter
steel rebar with an aluminum cap inscribed "PLS 6447";
THENCE N 45°24'32"W, 41.69 feet more or less to an intersection with said record meander line;
THENCE following said record meander line through the following courses,
N 15°17'47"W, 125.79 feet;
N 22°17'47"W, 231.00 feet;
N 35°32'47"W, 72.60 feet; t ~
N 02°57'13"E, 356.40 feet; '
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2 Page 8 of 10
N 01°02'47"W, 231.00 feet;
N 07°17'47"W, 349.80 feet;
N 31°02'47"W, 323.40 feet;
N 04°02'47"W, 131.10 feet;
THENCE departing said record meande~ line, N 75°19'06"E 409.51 feet to a 5/8 inch diameter
steel rebar with an aluminum cap inscribed "PLS 6447";
THENCE N 00°26'01"W, 530.96 feet to a 5/8 inch diameter steel rebar with an aluminum cap
inscribed "PLS 6447";
THENCE N 90°00'00"E, 171.02 feet to a 5/8 inch diameter steel rebar with an aluminum cap ._ -
inscribed "PLS 6447";
THENCE S 38°26'50"E, 1247.72 feet to the northeast 1/16 corner of said Section 8 where is found
a 5/8 inch diameter steel rebar with an aluminum cap inscribed "PLS 6447";
THENCE along the east line of Government Lot 2 of said Section 8, S 00°03'26"E,
1322.01 feet to the center-east 1/16 corner of said Section 8 where is found a 2 inch diameter galvanized
pipe with a 3-1/4 inch diameter brass cap inscribed "PLS 6447" and appropriate details;
THENCE along the north line of said W1/2NE1/4SE1/4 S 89°43'08"E, 660.65 feet to the center-
east-east 1/64 corner of said Section 8 where is found a 2 inch eiameter aluminum p~pe with a 3-1/4 inch
diameter BLM-type aluminum cap inscribed with appropriate details;
THENCE along the east line of said W1/2NE1/4SE1/4 S 00°01'59"E, 1316.72 feet to the center-
east-southeast 1/64 corner of said Section 8 where is found a 5/8 inch diameter steel rebar with an
aluminum cap inscribed "PLS 6447";
THENCE along the north line of said SE1/4SE1/4 S 89°57'23"E, 660.40 feet to the south 1/16
corner common to said Section 8 and Unsurveyed Section 9, T38N, R116W, 6m P.M., where is found a 2
inch diameter aluminum pipe with a 3-1/4 inch diameter BLM-type aluminum cap inscribed with
appropriate details;
THENCE along the east line of said SE1/4SE1/4 S 00°02'03"E, 1316.62 feet to the POINT OF
BEGINNING;
Said parcel ENCOMPASSES an area of 302.10 acres more or less;
TOGETHER WITH any appurtenant riparian lands.
Parcel 6:
A parcel of land located in Sections 21, 28 and 29, Township 38N Range 116W, Teton County and Lincoln
County, Wyoming and more particularly described as follows:
Homestead Entry Survey 185.
TOGETHER WITH any appurtenant riparian lands.
Parcel 7:
Lot 3 of Snake River Canyon Ranch, The Canyon Homes Teton County, Wyoming, according to that plat
recorded in the Office of the Teton County Clerk on January 15, 2002, as Plat No. 1040.
TOGETHER WITH any appurtenant riparian lands.
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2
Page 9 of 10
Parcel
Number PIN Number
TETON COUNTY
1 (Lot 2) 22-39-16-32-4-03-001
2 (Lot 19) 22-39-16-32-4-01-001
2 (Lot 20) 22-39-16-32-4-01-002
2 (Lot 21) 22-39-16-32-4-01-003
2 (Lot 22) 22-39-16-32-4-01-004
2 (Lot 23) 22-39-16-32-4-01-005
3 (Lot 24) 22-39-16-32-4-02-001
3 (Lot 25) 22-39-16-32-4-02-002
3 (Lot 26) 22-39-16-32-4-02-003
3 (Lot 28) 22-39-16-32-4-02-005
4 22-39-16-32-4-00-001
5 22-38-16-08-3-00-001
5 22-38-16-08-1-00-001
7 22-39-16-32-4-03-002
6 22-38-16-08-4-00-003
LINCOLN COUNTY
6 12-38-16-28-2-00-001
ASSUMPTION & CONSENT #C0390-2 (12-22-04)#2
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