Assignment and Assumption of Loan Agreement ASSIGNMENT AND ASSUMPTION OF LOAN AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF LOAN AGREEMENT ("Assignment")
is made as of September 14, 2020, by and among:
THE CITY OF SALINA, KANSAS, a municipal corporation duly organized under the laws of
the State of Kansas ("Lender");
LEE LOFTS PARTNERS, LLC, a Kansas limited liability company("Lee Lofts Owner");and
COMMUNITY HOUSING DEVELOPMENT CORPORATION OF CENTRAL KANSAS,
a Kansas Not For Profit Corporation ("CHDO of Central KS").
RECITALS:
A. Lender has made a loan to Lee Lofts Owner pursuant to the terms of that certain
Loan Agreement by and between Lender and Lee Lofts Owner dated effective as of June 20,2019
(the"Loan Agreement")in the maximum principal amount of Five Hundred Thousand and 00/100
Dollars ($500,000) (the"Loan"), evidenced by that certain Promissory Note dated June 20,2019,
made by Lee Lofts Owner payable to the order of Lender(the"Note").
B. The Note is secured by that certain Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing dated effective June 20, 2019, by Lee Lofts Owner as Grantor,and
Lender as Grantee, to be recorded with the Register of Deeds Saline County, Kansas (the
"Mortgage"together with the Loan Agreement and Note, the "Loan Documents"):
C. Pursuant to the terms of the Loan Agreement, the Loan proceeds 'will be used to
fund the development and construction costs of a 53-unit residential housing project to be known
as Lee Lofts, to be owned and managed by Lee Lofts Owner.
D. As of the Effective Date, CHDO of Central KS will be admitted as a member of LL
Managing Member, LLC,a Kansas limited liability company, the managing member of Lee Lolls
Owner, and in consideration for its membership interest, CHDO of Central KS has agreed to
assume all of the obligations of Lee Lofts Owner under the Loan Documents.
E. Upon advance of the Loan proceeds by Lender at completion of construction of Lee
Lofts, CHDO of Central KS has agreed to contribute the Loan proceeds to LL Managing Member,
LLC, as its capital contribution. LL Managing Member, LLC will then contribute those proceeds
as an additional capital contribution to Lee Lofts Owner to fund the construction and development
costs of Lee Lofts.
F. Lee Lofts Owner and CHDO of Central KS have requested that Lender consent to
the assignment and assumption of the Loan, and Lender is willing to consent to the assignment
and assumption of the Loan, subject to the terms and conditions set forth herein.
Assignment and Assumption of Loan
Agreement
Lee Lofts
NOW THEREFORE, in consideration of the Recitals above, of the mutual agreements,
below, and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by each party, the parties agree as follows, intending to be legally bound:
. Recitals. The recitals listed above form an integral part of this Assignment and arc
fully binding upon each party hereto.
2. Assumption and Ratification. CHDO of Central KS hereby assumes and agrees
to comply with all covenants and obligations contained in the Loan Documents and henceforth
shall be bound by all the terms thereof,to the same extent as ifCHDO of Central KS had originally
been the maker thereof. Without limiting the foregoing, CHDO of Central KS hereby assumes
and agrees to pay in full as and when due all payments, the obligations and other indebtedness
evidenced by the Note and Lender acknowledges that CHDO of Central KS shall be entitled to
any and all applicable notice and cure periods as set forth in the Loan Documents with respect to
such obligations. As assumed hereby, the Loan Documents shall remain in full force and effect.
CHDO of Central KS hereby adopts, ratifies and confirms as of the Effective Date all of the
representations, warranties and covenants of Lee Lofts Owner contained in the Loan Documents.
3. Use of Loan Proceeds. Upon Lender's advance of the Loan proceeds, CI IDO of
Central KS hereby agrees to contribute the Loan proceeds to LL Managing Member, LLC as its
capital contribution,and LL Managing Member, LLC agrees to contribute those funds to Lee Lofts
Owner as an additional capital contribution to be used to pay the costs of construction and
development of Lce Lofts.
4. Release. Lender hereby forever releases and discharges Lee Lofts Owner from any
and all liability, obligation or duty under the Note arising from and after the Effective Date,
including, but not limited to, repayment of the Loan.
5. No Novation. This Assignment is a modification of the Loan Documents and does
not release or diminish the security securing such obligations or affect the priority of any of'the
Lender's liens securing the Note, including, but not limited to, the Mortgage, and all such liens
and security interests shall continue in effect and shall secure the Note according to their original
priority and effective dates.
6. Counterparts. This Agreement may be executed in any number of identical
counterparts, any of which may contain the signatures of less than all parties, and all of which
together shall constitute a single Agreement.
7. Governing Law. The terms and conditions of this Assignment shall be governed
by and construed in accordance with the internal substantive laws (other than conflict of laws) of
the State of Kansas.
8. Successors. The covenants, conditions and agreements contained in this
Agreement shall bind,and the benefits thereof shall inure to,the respective parties hereto and their
respective heirs, executors, administrators, successors and assigns.
[THE REMAINDER OF THIS PAGE IS INTENTIONALI X LEVI' BLANK;
SIGNATURE PAGES FOLLOW]
Assicnnienl and Assumption of loan
Agreement 2 WA 14$92353.1
Lee l.glls
IN WITNESS WHEREOF,the parties have executed this Assignment effective as of the
day and year first above written.
LENDER:
CITY OF SALINA, KANSAS,
a municipal corporation duly organized under the laws of
the State of Kansas
By:
Name: Michael L. opp.a
Title: Mayor
Assignment and Assumption of Loan
Agreement 3
Lee Lofts
IN WITNESS WHEREOF, the parties have executed this Assignment effective as of the
day and year first above written.
LEE LOFTS OWNER:
LEE LOFTS PARTNERS, LLC,
a Kansas limited liability company
By: LL Managing Member, LLC, a Kansas
limited liability company, its manager
By: LL Manager, LLC, a Kansas limited
• liability company, its manager
By: •
*( )4h
Name: Anthony Kr nio i.
Title: Co-Manager,..
By:
Name: Patrick Beatty
Title: Co-Manager •. •
Assignment and Assumption of Loon
Agreement 4 WA 1.1592353.1
Lee Lofts
IN WITNESS VVIIEREOI•', the parties have executed this Assignment effective as of the
day and year first above written.
CHDO OF CENTRAL KS:
COMMUNITY HOUSING DEVELOPMENT
CORPORATION OF CENTRAL KANSAS,a Kansas
Not For Profit Corporati it
_ ILI ./ %1 •
Name: A._r. _� iti• roti
Title: )1! : idke,"_'
Assignment and Assumption of Loan
Agreement S WA 14892353.1
Lee Lofts
JOINDER OF LL MANAGING MEMBER, LLC •
LL Managing Member, LLC joins in this Assignment and Assumption of Loan Agreement
for the sole purpose of consenting to and agreeing to the provision in §3 thereof.
LL MANAGING MEMBER, LLC,
a Kansas limited liability company
By: LL Manager, LLC, a Kansas limited 1.
liability company, its manager
A = ,f
By:
Name: Anthony K► melt-
Title: Co-Manage
By:
Name: Patrick Beatty
Title: Co-Manager •
Assignment and Assumption of Loan U'A 1 892353.1
Agreement 6
Lee Lofts