AGREEMENT TO ASSIGN
THIS AGREEMENT TO ASSIGN (the "Agreement") is dated this 31 day of
March, 1999 by and between HEIGHTS HEALTHCARE COMPANY, L.L.C. (the "Purchaser"),
a Tennessee limited liability company, and CAX LAKESHORE, L.L.C. (the
"Assignee"), a Delaware limited liability company.
W I T N E S S E T H
:
WHEREAS, the Purchaser and Lake Shore Villas, Inc., The Inn at
Lakeshore Villas, Ltd. and Lakeshore Villa Health Care, Ltd. (collectively, the
"Sellers") entered into a Purchase Agreement dated effective April 20, 1998
relating to the purchase and sale of a 290-lot mobile home park, a 120-unit (156
bed) adult congregate living facility and a 179-bed nursing home located in
Hillsborough County, Tampa, Florida as amended by the First Amendment to
Purchase Agreement dated July 20, 1998, the Second Amendment to Purchase
Agreement dated August 5, 1998, the Third Amendment to Purchase Agreement dated
September 30, 1998, the Fourth Amendment to Purchase Agreement dated November
12, 1998, the Fifth Amendment to Purchase Agreement dated December 30, 1998 and
the Sixth Amendment to Purchase Agreement dated January 31, 1999 (collectively,
the "Purchase Agreement"); and
WHEREAS, Purchaser desires to assign to Assignee pursuant to the
Purchase Agreement all of its right, title and interest (a) to purchase the
290-lot mobile home park (the "Mobile Home Park") as legally described on
Exhibit "A" and (b) to purchase all equipment associated with the operation of
the sewer and water treatment plant(s), all water and sewer lines associated
with the operation thereof and all buildings and improvements associated with
the operation thereof ("Sewer and Water Plant Equipment, Lines and Buildings),
as legally described on Exhibit "A," pursuant to the Purchase Agreement, and
Assignee desires to accept the same from Purchaser; and
WHEREAS, Section 14.12 of the Purchase Agreement as amended provides
that Purchaser may assign Purchaser's right to purchase the Mobile Home Park and
Sewer and Water Plant Equipment, Lines and Buildings to Assignee without the
prior written consent of the Sellers.
NOW, THEREFORE, for and in consideration of the sum of $10.00 paid by
Assignee to Purchaser, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1. Assignment. Purchaser does hereby transfer, set over and
assign unto Assignee all of Purchaser's right, title and interest to purchase
the Mobile Home Park and the Sewer and Water Plant Equipment, Lines and
Buildings from Sellers pursuant to the Purchase Agreement. Assignee hereby
accepts the foregoing assignment and assumes and agrees to pay, perform and
discharge any and all liabilities and obligations related to the purchase of the
Mobile Home Park and Sewer and Water Plant Equipment, Lines and Buildings to be
performed by the Purchaser under the Purchase Agreement which are now existing
or which arise or accrue from and after the date hereof, including, but not
limited to, the payment of SEVEN MILLION FIVE HUNDRED AND FIFTY THOUSAND DOLLARS
($7,550,000) to Sellers as the purchase price for the Mobile Home Park and the
Sewer and Water Plant Equipment, Lines and Buildings.
Section 2. Additional Actions and Instruments. Each party will, from
time to time upon written request, take such actions and execute and deliver
such instruments as are reasonably necessary to effect the intent of this
Agreement.
Section 3. No Novation. By acceptance of this Assignment, Assignor
covenants and agrees that the Purchase Agreement remains in full force and
effect and no novation occurs through the assignment hereof.
Section 4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be considered one and the same instrument.
Section 5. Miscellaneous. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without reference
to the choice of law principles thereof. This Agreement may not be assigned by
Assignee in whole or in part without the written consent of Purchaser and
Sellers. This Agreement may not be modified except by a writing signed by both
parties. Any and all notices, elections, demands, requests and responses thereto
given with regard to this Agreement shall be given in the manner provided in,
and shall be controlled by, the provision relating to notices set forth in the
Purchase Agreement. This Agreement shall be binding upon and inure to the
benefit of each party hereto and its respective successors and assigns.
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[Signature page to Agreement to Assign ]
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth above.
PURCHASER:
HEIGHTS HEALTHCARE
COMPANY, L.L.C.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Member
ASSIGNEE:
CAX LAKESHORE, L.L.C.
By Commercial Assets, Inc.
Managing Member
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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