Exhibit 2.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption")
is made as of April __, 2001, by and between RW HOTEL INVESTMENT ASSOCIATES,
L.L.C., a Delaware limited liability company ("Assignor"), and RIDGEWOOD
GEORGIA, INC., a Georgia corporation formerly known as Ridgewood Hotels, Inc.
("Assignee").
RECITALS:
A. Assignor and Assignee are members of RW Louisville Hotel Investors, LLC,
a Delaware limited liability company (the "Company"), which is currently
governed by that certain operating agreement captioned "AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF RW LOUISVILLE HOTEL INVESTORS, LLC, a
Delaware limited liability company", dated as of May 13, 1998 (the "Operating
Agreement"), by and between Assignor and Assignee. Unless otherwise set forth
herein, all capitalized terms used herein shall have the meaning set forth for
the same in the Operating Agreement.
B. Assignor and Assignee are parties to that certain Membership Interest
Security Agreement (the "Security Agreement"), made as of June 2, 1998, by
Assignor and Assignee, as Debtor thereunder, in favor of Louisville Hotel, LLC
("Lender"), as Creditor thereunder.
C. Assignor and Assignee are the Maker of that certain Secured Promissory
Note in the amount of $3,623,690 in favor of Lender, as Holder thereunder (the
"Note").
D. Assignor desires to assign its entire membership interest (the
"Membership Interest") in the Company to Assignee, and Assignee desires to
assume such Membership Interest, subject to the terms of this Assignment and
Assumption.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as
follows:
1. Assignment; Withdrawal. Assignor unconditionally assigns, conveys,
transfers and sets over the Membership Interest to Assignee. This Assignment and
Assumption constitutes the assignment by Assignor to Assignee of the entirety of
Assignor's interest in and to the Company, and accordingly, Assignor hereby
withdraws as a member in the Company as of the date hereof.
2. Assumption. Assignee hereby accepts the assignment of the Membership
Interest, and assumes the performance of all obligations attendant to the
Membership Interest, including, without limitation, the performance of all
obligations pursuant to the Security Agreement, the Note, and all other loan
documents executed in relation thereto.
3. Continuation of Lender's Security Interest. The Security Agreement and
the Note shall remain in full force and effect. Assignee hereby assumes all of
Assignor's obligations
pursuant to the Security Agreement, the Note, and all other loan documents
executed in relation thereto.
4. Binding Effect. This Assignment and Assumption shall be binding upon and
shall inure to the benefit of the respective parties hereto and their respective
legal representatives, successors and assigns.
5. Governing Law. This Assignment and Assumption shall be construed and
enforced in accordance with the internal laws of the State of Delaware (without
regard to conflicts of law).
6. No Third Party Beneficiaries. Nothing in this Assignment and Assumption,
expressed or implied, is intended to confer any rights or remedies upon any
person, other than the parties hereto and their respective successors and
assigns.
7. As Is. This Assignment and Assumption is being delivered on an "As Is"
basis, without any representations or warranties whatsoever, express or implied.
8. Counterparts. This Assignment and Assumption may be executed in multiple
counterparts, all of which when taken together shall be deemed to constitute one
instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment and Assumption as of the day, month and year first above written.
ASSIGNOR:
RW HOTEL INVESTMENT ASSOCIATES, L.L.C.,
a Delaware limited liability company
By: FARALLON CAPITAL MANAGEMENT, L.L.C.,
a Delaware limited liability company
Manager
By: /s/ Richard B. Fried
---------------------------------------------
Richard B. Fried, Managing Member
ASSIGNEE:
RIDGEWOOD GEORGIA, INC.
a Georgia corporation
By: /s/ Henk Evers
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Name: Henk Evers, President
JOINDER
The undersigned, LOUISVILLE HOTEL, LLC, a Delaware limited liability
company ("Lender"), hereby consents to the assignment by Assignor of its
Membership Interest in the Company to Assignee, and to the assumption by
Assignee of such Membership Interest, pursuant to the terms of that certain
assignment and assumption captioned "ASSIGNMENT AND ASSUMPTION AGREEMENT", dated
as of March 10, 2000 (the "Assignment and Assumption"), to which this joinder
("Joinder") is attached.
For the benefit of Assignor, the Lender hereby agrees that Assignor has no
further obligations under the Security Agreement, the Note, and all other loan
documents executed in relation thereto.
The foregoing is not intended to limit the liability of the Assignee under
the Security Agreement, the Note, and all other loan documents executed in
relation thereto.
IN WITNESS WHEREOF, Lender has executed and delivered this Joinder as of
the day, month and year first above written.
LENDER:
LOUISVILLE HOTEL, LLC,
a Delaware limited liability company
By: Ridgewood Hotels, Inc.,
a Delaware corporation
Its Manager
By: /s/ Henk Evers
--------------------------------------------
Name: Henk Evers
Title: President