PURCHASE AGREEMENT
HomeGate Studios and Suites
Amarillo, El Paso, Irving, San Antonio-Airport, San Antonio-Fiesta, TX
This Purchase Agreement ("Agreement") made and entered this 9th day of
June, 2000, by and between Ameri-First Financial Group, (hereinafter known as
"Buyer"), and VPS I L. P., a Delaware limited partnership, (hereinafter known as
"Seller").
WITNESSETH:
WHEREAS, Seller is the owner of certain real property and improvements
thereas ("Real Property") located in the Cities of Amarillo, El Paso, Irving,
and San Antonio, Texas, described as Exhibit "A" attached hereto, comprised of
five (5) hotel known as the HomeGate Studios and Suites.
WHEREAS, Seller is the owner of certain personal property ("Personal
Property") used in conjunction of the operation of the business, the more
significant items (in a monetary sense) being described in Exhibit `B" attached
hereto; and
WHEREAS, Seller has agreed to sell and Buyer has agreed to purchase the
Real Property and the Personal Property on terms and conditions hereinafter set
forth;
NOW THEREFORE, for good and valuable mutual consideration, Seller and
Buyer agree as follows:
ARTICLE I.
CONVEYANCE
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Section 1. Purchase Price. Subject to adjustments hereinafter set
forth, the total purchase price ("Purchase Price") for the Real Property and the
Personal Property shall be Thirty Four Million Dollars ($34,000,000.00) payable
on the following basis: (1) $250,000.00 Cash at Closing, and assume the debt of
approximately $17,600,000.00; and (2) transfer to Seller 4,500,000 shares of
Ameri-First Financial Group Rule 144 stock
Section 2. ▇▇▇▇▇▇▇ Money Payment. Concurrently with Buyer's execution
and delivery hereof, Buyer shall pay to the "Title Company" the sum of Fifty
Thousand and no/100 Dollars ($50,000.00) (`▇▇▇▇▇▇▇ Money Payment").
Section 3. Independent Contract Consideration. Contemporaneously with
the execution of this Agreement, Buyer hereby delivers to Seller and Seller
hereby acknowledges the delivery from Buyer of a check in the amount of One
Hundred and
no/100 Dollars ($100.00), the bargained for and agreed to as consideration for
Seller's execution and delivery of this Agreement. This Independent Contract
Consideration is in addition to and independent of any other refundable, and
shall be retained by Seller notwithstanding any other provision of this
Agreement.
Section 4. Disposition of ▇▇▇▇▇▇▇ Money Payment. The ▇▇▇▇▇▇▇ Money
Payment shall be held in escrow by the-Title Company. If this transaction
closes, the ▇▇▇▇▇▇▇ Money Payment shall be credited against the Purchase Price.
If this transaction fails to close due to any reason by Seller, the Title
Company shall return ▇▇▇▇▇▇▇ Money Payment to Buyer. If this transaction fails
to close due to any reason by Buyer, the Title Company shall pay the ▇▇▇▇▇▇▇
Money Payment to the Seller.
Section 5. Adjustments & Prorations. The Purchase Price shall be
adjusted at closing on the following basis:
A. Taxes. Seller shall pay all Real Property taxes and Personal
Property taxes assessed or levied against or pursuant to the Real
Property and/or the Personal Property ("Taxes") due for calendar
years prior to the closing. Taxes to be assessed or levied for the
calendar year of the closing and current installments of special or
area-wide assessments, if any, shall be prorated on a daily basis.
The proration formula shall be the latest assessed value times the
latest ]mown mill rate.
B. Special & Area Assessments. Buyer shall buy the Real Property
subject to all outstanding special and area assessments, if any,
except for current installments prorated as above.
C. Transfer Fees & Sales Tax. Seller shall pay the Texas real estate
transfer fee, if any, imposed as a result of the conveyance of the
Real Property and Seller shall pay all sales tax fees or other fees
imposed as a result of the conveyance of the Personal Property
D. Recording and Filing Fees. Seller shall pay the recording fees for
such documents as are required to be recorded or filed in order to
cause title to the Real Property to be in the condition called for
by this Agreement. Seller shall pay the recording fees for such
documents as are required to be recorded or filed in order to cause
title to the Personal Property to be in the condition called for by
this Agreement. Buyer shall pay all other recording fees.
E. Other Prorations. Water and sewer use charges, utilities and any
other customarily proratable items shall be prorated as of the date
of the closing.
ARTICLE II
REPRESENTATIONS
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Section 1. Except as represented herein, Seller is selling the Real and
Personal Property "as is" and "where is", with all faults.
Section 2. Seller's Representations & Warranties. Seller, as
designated, represents and warrants to Buyer as follows:
A. Real Property Conditions. Seller has received no written notice of
any planned or commenced public improvements which may result in
special assessments of otherwise materially affect the Real
Property; of any governmental agency or court order requiring
repair, alteration or correction of any existing condition, or of
any structural, mechanical or other defect of material significance
affecting the Real Property.
B. Authority. Seller is a duly established corporation in good
standing. Seller has complete power and authority to sell, transfer
and convey the Personal Property. The signer(s) of this Agreement
are authorized to execute and deliver the same and to fully bind
Seller to the terms hereof
C. Adverse Possessors. Tenants, Contracts. There are no parties in
possession of any portion of the Real Property as tenants at
sufferance or trespassers, save and except for hotel customers.
There are no leases or other contracts affecting the Real Property
or the Personal Property which will not be terminated at or before
closing or otherwise incorporated in the Purchase except as noted
in Addendum
D. Adverse Affects. Seller has received no written notice of any facts
or conditions which exist which would result in termination or
limitation of the current access points to the Real Property or the
termination of any utilities servicing the Real Property.
E. End. The foregoing representations and warranties shall be deemed
to be repeated by Seller on the Closing Date and shall survive the
Closing for a period of one (1) year following the Closing Date.
Section 3. Property Conveyed "As Is". It is understood and agreed that,
except as expressly set forth in this agreement or in the Closing Documents (as
hereinafter defined), Seller has made no, is not making any, and disclaims any
and all, warranties or representations of any kind or character, express or
implied, with respect to the property, including, by not limited to,, warranties
related to suitability for habitation or intended use, merchantability or
fitness for a particular purpose or warranties or representations as to the
condition of the property, matters of title (other than Seller's warranty of
Title set forth in the special Warranty Deed and ▇▇▇▇ of Sale to be executed and
delivered at the
Closing), use, income potential, availability of access, ingress or egress,
expenses, operating history or projections, valuation, governmental approvals,
compliance with governmental regulations or any other matter or thing relating
to or Buyer agrees that with respect to the property, Buyer has not relied upon
and will not rely upon, either directly or indirectly, any Representation or
Warranty of Seller except for Specific Representations and Warranties of Seller
set forth in this Agreement or in the Closing Documents. Buyer represents that
it is a knowledgeable buyer of real estate (and particularly hotels) and that,
except for Specific Representations and Warranties of Seller set forth in this
Agreement or in the Closing Documents, it is relying solely on its own expertise
and that of Buyer's Consultants, and that Buyer will conduct such inspections
and investigations of the Property, including, but not limited to, the physical
and environmental conditions thereof and shall rely upon same, and upon the
Closing, shall assume the risk that adverse matters, including, but not limited
to, adverse physical and environmental conditions, may not have been revealed by
Buyer's inspections and investigations. Buyer agrees that with respect to the
Specific Representations and Warranties set forth in this Agreement or in the
Closing Documents, Seller shall not be liable for any special, indirect,
punitive, exemplary, or other similar types of damages resulting or arising from
or related to the ownership, use, condition, location, maintenance, repair or
operation of the Property. Buyer acknowledges and agrees that upon the Closing,
Seller shall sell and convey to Buyer and Buyer shall accept the property "as
is, where is", with all faults, and there are no oral agreements, warranties or
representations, collateral to or affecting the property by Seller, Seller's
Agents or Representatives, or any third party. Buyer acknowledges that any
condition at the Property Buyer discovers or desires to repair, correct or
improve prior to or after the Closing shall be at Buyer's sole expense. The
Terms and Conditions of this Section 3 shall expressly survive the Closing and
not merge therein and shall be incorporated into the Special Warranty Deed to be
executed and delivered at the Closing.
ARTICLE III
TITLE, SURVEY, INSPECTION, REPORTS
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Section 1. Real Property Title Evidence. At least fifteen (15) days
prior to Closing, Seller shall provide Buyer, at Buyer's cost, a current
commitment for title insurance on the Real Property to be issued by a valid
title insurance company licensed by the State of Texas committing the title
company to insure the title to the Real Property by an owner's standard current
form ALTA policy (Form B) in the amount of the Purchase Price, free and clear of
all liens and encumbrances other than liens and encumbrances in favor of Lender,
and excepting standard title insurance requirements and exceptions and liens to
be satisfied wt of the proceeds of the closing and except such matters as the
Buyer may in its reasonable ,discretion accept (collectively, the `permitted
Exceptions").
Section 2. Personal Properly Evidence. At least fifteen (15) days prior
to Closing, Seller shall provide Buyer, at Buyer's cost, any and all
documentation evidencing Buyer elect to carry out this Agreement despite such
damage, Buyer shall be entitled to the insurance proceeds relating to the
damage.
ARTICLE V
CLOSING
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Section 1. Time and Place of Closing. The closing of this transaction
("Closing") must take place at the Title Company, on or before June 30, 2000
(the "Closing Date").
Section 2. Events of Closing. At the Closing:
A. Seller must deliver to Buyer a Special Warranty Deed, duly executed
and acknowledged by and in a form acceptable to Buyer, conveying to
Buyer the Real Property in indefeasible fee simple, free and clear
of any liens, encumbrances or exception other than the permitted
Exceptions.
B. Seller must deliver to Buyer a Blanket Conveyance and ▇▇▇▇ of Sale
in a form acceptable to Buyer, conveying the Personal Property.
C. Seller must deliver to Buyer; at Buyer's expense, a standard Texas
Owner's Policy of Title Insurance issued by the Title Company
conforming to the requirements of Article III above insuring
Buyer's title in indefeasible fee simple in the amount of the
Purchase Price and containing no exceptions other than the
Permitted Exceptions; if a survey is prepared, upon approval of the
Title Company of the Survey, the survey exception in the Owner's
Policy of Title Insurance must be modified to read "shortages in
area" only, and the additional premium therefore must be paid by
Buyer. The Title Policy must contain no exceptions other than the
Permitted Exceptions.
D. Seller must deliver to Buyer tax certificates from all taxing
authorities having jurisdiction over the Real Property, showing
payments of all ad valorem taxes on said Property through the
calendar year preceding the Closing of this Purchase and Sale; in
the alternative, in the event such reports show that there are
taxes upon the Property that are due and owing, Seller may pay the
same; in any event, taxes for current year must be prorated between
the parties pursuant to the provisions of this contract.
E. Seller must deliver to Buyer the Affidavit in form and substance
satisfactory to Buyer that Seller is not a foreign person or entity
subject to the Foreign Investment in Real Property Tax Act or the
Tax Reform Act of 1984; or in the alternative, Seller's consent to
withhold the required amounts of money from the Purchase Price.
F. Seller must deliver such other evidence of the authority and
capacity of Seller and its representatives as the Title Company may
reasonably require.
G. Seller shall warrant that Property is free of Management Contracts
and Franchise Agreements.
H. As advised to have an Abstract of Title with regard to the Property
examined by an Attorney of its choice, or to obtain a Policy of
Title Insurance, Buyer confirms that it has been advised by Seller
to consult an Attorney of its choice.
Section 3. Expenses. At Closing, subject to the provisions of Article L
Section 4 of this Contract, Seller must pay: (a) Seller's pro rata portion of
the property taxes upon the Property; (b) all expenses of curing any Objections
to the Title Commitment and/or Survey that Seller undertakes to cure; (c)
one-half of any escrow fee; and (f) its own attorneys' fees, if any.
Buyer must pay (a) all attorney's fees for Buyer's attorneys, and the
cost of preparing the Deed of Trust to secure assumption, Security Agreement,
and other loanrelated documents and certificates; (b) all recording fees; c) if
the Buyer desires to have a survey prepared of the Property, the Buyer must pay
the cost of preparation ofthe Survey; and, (d) the premium for the Owner's
Policy of Title Insurance and the premium for the Deletion of the Roundary
exception. All other costs and expenses of Closing must be paid by the Party
incurring or requesting the same, or according to the custom or practice of the
Title Company for transactions that are similar to this transaction.
Section 4. Prorations. Real and Personal Property ad valorem taxes must
be prorated to the Closing, based upon actual days involved. Seller is
responsible for all ad valorem taxes and expenses for any period prior to the
Closing subject to Article I, Section 4 of this Contract. The prorations made at
Closing are final and not subject to adjustment subsequent to Closing.
ARTICLE VI
NOTICES
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' Any notices or written communications that are required or permitted
to be delivered pursuant to the provisions of this Contract are deemed properly
delivered as follows:
If by facsimile, such notice or communication is deemed received when
delivered via facsimile machine in the following manner:
to Buyer. FAX NUMBER:
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to Seller: FAX NUMBER: (▇▇▇)▇▇▇-▇▇▇▇ and (▇▇▇)▇▇▇-▇▇▇▇
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If by personal delivery by hand, such notices or communications are
deemed received when actually delivered in the following manner, or if by mail,
the same is deemed received upon the expiration oftwo (2) business days
following the deposit ofthe same in a property addressed, postage pre-paid
envelope, in the following manner:
to Buyer:
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to Seller: VPS I. L. P.
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day
and year first above written.
Accepted by: /s/ ▇.▇. Bruteyn
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for Ameri-First Financial Group
Accepted by: ___________________________________________________________________
VPS I L. P. a Delaware 1imited partnership by: HMGT property, Inc.,
a Texas Corporation by___________________President