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Exhibit 10.1




This Loan Purchase Agreement (“Agreement”) is made as of September 25, 2010, by and between SCB Building, LLC, a Florida limited liability company (“Seller”), and Sentinel Capital Partners, LLC, a Florida limited liability company (“Buyer”).


WHEREAS, Seller is the owner and holder of a mortgage described in Exhibit “A”, securing a promissory note in the original amount of $10,950,000.00 (hereinafter referred to as the “Note”).


WHEREAS, Seller is the owner of the Note and various documents relating to the Note, including but not limited to, a mortgage, security agreements, and any UCC filing/liens, renewal notes, future advance notes, commercial loan agreements, assignment of rents, personal guaranties, surveys, lender’s title insurance policy and endorsements, feasibility studies, environmental reports, appraisals, and other documents related to the Note (hereinafter collectively referred to as “Loan Documents”).  The Note and all related Loan Documents shall be collectively referred to as the “Loan.”


WHEREAS, the Seller intends to assign said Loan to Buyer, and Buyer intends to accept such assignment, all upon the terms and provisions more specifically set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants of the parties set forth herein, and intending to be legally bound, the parties hereto agree as follows:


1.             Purchase and Sale of the Loan .


(a)                   Subject to the terms and conditions of this Agreement, on the date of the closing of the transactions contemplated hereby (the “Closing,” which shall occur on the “Closing Date”), Seller agrees to sell, assign, convey or otherwise transfer and deliver to Buyer, and Buyer agrees to purchase and to pay the Purchase Price (as defined herein) for, and to accept and assume, all of Seller’s right, title and interest in and obligations under the Loan as more specifically set forth in Exhibit “A,” attached hereto and made a part hereof, specifically including the right, title and interest in any Loan Documents, including but not limited to the mortgage, note, security agreement, and any UCC filings/liens, renewal notes, future advance notes, commercial loan agreements, assignment of rents, personal guaranties, surveys, lender’s title insurance policies and endorsements thereto, hazard insurance policies (or any other insurance policies that are maintained from time to time on any loans), feasibility studies, environmental reports, appraisals, and any other documents that traditionally accompany the Loan.


2.             Purchase Price; Closing .


(a)                           Purchase Price .  Buyer will pay to Seller at Closing an amount equal to One Million Five Hundred Thousand and 00/100ths U.S. Dollars




($1,500,000.00) (the “Purchase Price”) for the Loan.  The Purchase Price shall be paid in cash, payable as follows:


(i)                                      $150,000.00 upon execution of this Agreement. Said $150,000.00 shall be considered earnest money (“Earnest Money Deposit”), which is refundable to Buyer through the end of the Due Diligence Period set forth below. Upon expiration of the Due Diligence Period as set forth in Paragraph 3 below, the Earnest Money Deposit shall become non-refundable except in the event the sale of the Loan does not close because of a default of Seller under this Agreement or the failure of a required condition to Closing.


(ii)                                   Remaining balance to be paid in cash at Closing sufficient, when combined with the Earnest Money Deposit, to total the Purchase Price.


(b)                          The Closing .  The Closing (“Closing”) shall take place at a mutually agreeable location in Orlando, Florida on or before seven (7) days after the expiration of the Due Diligence Period (as defined below), unless otherwise agreed by the parties (the “Closing Date”).


3.             Due Diligence; Non-Assumption of Contracts or Liabilities . Buyer is not assuming, and shall have no obligations with respect to any obligation or liabilities of Seller except those relating to or arising from the Loan as set forth herein. The Buyer shall be allowed seven (7) days of due diligence (“Due Diligence Period”) beginning on the date on which Buyer receives the last of the due diligence items identified on Exhibit “B” (but only to the extent such items are in the actual possession of Seller), during which it shall complete a legal, financial and business due diligence investigation with regard to the Loan.  In addition to the items on Exhibit “B,” Seller shall cooperate and make available to Buyer all financial and other information and records in the actual possession of the Seller reasonably necessary to assess the condition and the value of the Loan. The Earnest Money Deposit shall be fully refundable to Buyer if written notice of termination is received by Seller on or before 5:00 P.M. of the seventh (7 th ) day of the Due Diligence Period, by email or facsimile transmission.  The Earnest Money Deposit shall be held by Burt & Burt, P.L. of Orlando, c/o Richard A. Burt, II, Esquire (407) 420-6828 (“Escrow Agent”).


4.             Seller’s Representations and Warranties .  Seller hereby represents and warrants to Buyer to the best of the knowledge of the Seller, as of the date hereof and as of the Closing Date, as follows:


(a)                           Power and Authority .  Seller has full right, power and authority to sell the Loan and to execute, deliver, and perform Seller’s obligations under this Agreement.




(b)                          Execution and Enforceability .  This Agreement and the other documents to be delivered by Seller in connection with the Agreement have been duly and validly executed and delivered by Seller and constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with their terms.


(c)                           Title .  Seller is vested with a full and absolute title to said Loan, which is presently free and clear of all encumbrances, liens, claim, right or demand and Seller is vested with absolute authority to transfer title to the Loan.


(d)                          The initial principal face amount of the Note and Mortgage has been advanced to or on behalf of the mortgagor (hereinafter referred to as “Mortgagor”), and the Mortgagor received consideration for the Note and Mortgage.


(e)                           Mortgagor is presently in default of both its monetary and non-monetary obligations under the Loan.


(f)                             There are no undisclosed agreements between the Mortgagor and the Seller concerning any facts or conditions, whether past, present, or future, which might in any way affect the obligations of the Mortgagor to make timely payments thereon.


(g)                          Seller represents that there are no claims or defenses against Seller based on lender liability.


(h)                          At Closing, Seller will provide a certificate to Buyer identifying the current unpaid principal balance on the Loan and the current unpaid total balance (including any accrued interest, penalties and other funds advanced) as of the Closing Date and shall represent and warrant the accuracy of those figures.


(i)                              The Note, mortgage, UCC’s (if any), Intercreditor Agreement, and borrower payment history provided by Seller are true, correct, undisputed and reflect full, correct and accurate information as to the balance and status thereof, that no credit heretofore has been given to the Mortgagor which was gratuitous or was given for payment made by an employee or agent of the Seller, or has arisen from a renewal granted for the purposes of concealing a delinquency.


(j)                              That the Loan has not been pledged as security or is otherwise encumbered in any way and there Seller has no actual knowledge of any Judgments or pending actions against or relating to the Loan except as set forth herein.


(k)                           Compliance with Laws .  The execution, delivery and performance by Seller of this Agreement does not and will not (i) violate any provision of any law, rule or regulation, order, writ, judgment, injunction, statute,




decree, determination or award applicable to Seller or the Loan; (ii) require any consent, approval or notice under (except as previously obtained or made) or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, loan or credit agreement, license, permit, lease or any other agreement or instrument or obligation to which Seller or the Loan is bound; or (iii) result in, or require the creation or imposition of, any Lien upon or with respect to the Loan.


(l)                              Taxes .  Seller has paid all documentary or intangible taxes on the Loan.


(m)                        Financial Information.   Seller represents that the financial information presented to Buyer with regard to the Loan are true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as updated as of the Closing Date.


(n)                          Absence of Undisclosed Liabilities.   Seller represents that there are no liabilities of the Seller under the Loan that would be the responsibility of the Buyer as a result of this transaction.


(o)                          Litigation, Etc.   Seller has no actual knowledge of any suits or administrative proceedings involving the Seller that would be the responsibility of the Buyer as a result of this transaction.


(p)                          Accurate and Complete Records .  Any documents provided by Seller to Buyer, that were prepared by Seller, are accurate and complete in all respects and do not contain or reflect any material discrepancies.  Seller has not provided any other documents that contain material inaccuracies of which Seller has actual knowledge.


(q)                          No Misleading Statements .  The representations and warranties of the Seller contained in this Agreement do not and will not include any untrue material statements of a fact.


(r)                             That Seller has and will continue to maintain the Loan in accordance with all applicable rules and laws until such time as they are transferred to Buyer under this Agreement.


(s)                           That Seller has not entered into any agreement relating to or affecting the Loan except as previously disclosed to Buyer.


(t)                             All representations and warranties of the Seller contained in this Agreement shall survive Closing.


(u)                          Except as set forth in this Section 4 above , this Agreement and the contemplated assignment of the Loan is made, and as part of the Buyer’s consideration for this Agreement such assignment, is accepted by Buyer




on an “as is&r

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