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Exhibit 10.2
FORM OF LOAN ASSUMPTION AGREEMENT
This Loan Assumption Agreement ("Agreement") is entered into this 25th day of
September, 2000 by and between ____________________ hereinafter referred to as
"Borrower" and Excel Legacy Corporation hereinafter referred to as "Legacy",
with Borrower and Legacy hereinafter referred to collectively as the "Parties".
R E C I T A L S
WHEREAS, Legacy desires to purchase _____________ shares of common stock which
Borrower owns in Legacy; and
WHEREAS, Borrower currently has a loan outstanding payable to Fleet National
Bank ("Fleet") in the amount of $________________, as of September 25, 2000,
which loan is secured by ___________ shares of common stock in Legacy; and
WHEREAS, Legacy, as part of the purchase of Borrower's shares of Legacy has
agreed to assume the debt which Borrower has with Fleet;
The Parties do hereby agree as follows:
1. For Ten dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Legacy does
hereby assume the indebtedness which ___________________ owes to Fleet
in the amount of $____________ as of September 25, 2000. Legacy agrees
to pay in full all interest payments in a timely manner, directly to
Fleet, as such become due and payable and to pay in full the principal
amount of the indebtedness assumed, at the time the loan with Fleet
matures, which maturity date is currently set at March 31, 2001.
2. In consideration of Legacy assuming Borrower's debt with Fleet,
Borrower herewith consents to transfer _______________ shares of Legacy
stock to Legacy pursuant to that certain Stock Purchase Agreement
entered into of even date. Borrower shall execute any and all documents
required and necessary to transfer marketable title to Legacy with
respect to the ___________ shares which Legacy is acquiring from
________________.
3. This Agreement is to be construed in accordance with the laws of the
State of California.
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This agreement is entered into as of the day and year first above written.
EXCEL LEGACY CORPORATION
BY:
--------------------------------------
GARY B. SABIN
ITS: CHIEF EXECUTIVE OFFICER
--------------------------------------
, AN INDIVIDUAL
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SCHEDULE A
<TABLE>
<CAPTION>
Officers Number of Shares Loan Assumed
-------- ---------------- ------------
<S> <C> <C>
Richard B. Muir 487,350 $1,218,375.70
Graham Bullick 540,451 $1,351,127.44
Eric Ottesen 536,563 $1,341,406.76
Mark Burton 484,935 $1,212,338.09
--------- -------------
2,049,299 $5,123,247.99
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</TABLE>
