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* * * [that F/S Computer] will satisfy all obligations
due under * * * [the MHLC loan] * * *. * * *
In the third transaction, F.S. Venture sold to Petunia the
computer equipment for the stated price of $2,056,060 represented
by a cash downpayment of $34,268 and a promissory note from
Petunia in the total principal amount of $2,021,792 (Partnership
Note).
Petunia did not assume the debt obligation of Alanthus or of
F/S Computer with regard to the MHLC $1,868,657 loan, nor did
Petunia assume the debt obligation with regard to F/S Computer’s
loan of $1,982,289 to F.S. Venture.
Petunia’s $2,021,792 stated debt obligation to F.S. Venture
on the Partnership Note is referred to generally in loan
documents as a limited recourse obligation of Petunia. Under
terms of the Partnership Note and Petunia’s partnership
agreement, each limited partner is stated to be personally and,
on a recourse basis, liable for stated principal on the
Partnership Note to the extent of 434.75 percent of each limited
partner’s total capital contributions to the partnership (subject
to certain adjustments pursuant to the partnership agreement).
Under an agreement between Petunia and F.S. Venture (that
accompanied Petunia's Partnership Note), F.S. Venture was
obligated to make any outstanding payments (or to make provision
for such payments) due to a senior lienholder, such as MHLC, in
order to prevent the senior lienholder from foreclosing on the
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Last modified: May 25, 2011