Unassociated Document


    Exhibit
10.1


       

      LOAN
AGREEMENT

      


      This Loan Agreement (this “Agreement”)
is dated for reference purposes August 30, 2010, and is entered into by and
between SPT-LAKE ELSINORE
HOLDING CO., LLC, a Delaware limited liability company (“Borrower”),
and the CARDINAL INVESTMENT
PROPERTIES-UNDERWOOD, L.P., a California limited partnership (“Lender”),
with reference to the following facts:

      


      RECITALS

      


      A.          Borrower
is the owner of certain real property consisting of approximately two hundred
and thirty-five (235) acres of unimproved land, commonly referred to as
Tentative Tract Map No. 29835, located in the City of Menifee, County of
Riverside, California, which real property is more particularly described in
Exhibit
“A” attached hereto (the “Property”).

      


      B.           Borrower
proposes to borrow from Lender the sum of One Million and No/100 Dollars
($1,000,000.00) (the “Loan”).

      


      NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:

      


      1.           Loan. Borrower hereby
agrees to borrow from Lender, and Lender hereby agrees to lend to Borrower, the
sum of One Million and No/100 Dollars ($1,000,000.00) (the “Loan”) in
accordance with the terms and conditions set forth in the Loan Documents [as
that term is defined in Section 3(a)
below.]

      


      2.           Loan Term/Extensions.
The initial term of the Loan shall commence on the date upon which Lender makes
the deposit of loan funds into Escrow as provided in Section 3(b) below
(the “Disbursement
Date”) and continue thereafter to the second anniversary of the
Disbursement Date (the “Maturity
Date”); provided, however, that Borrower may, at Borrower’s option,
extend the Maturity Date as provided in Section 2 of the Note
(as that term is defined below). Borrower authorizes Lender to date the Note as
of the Disbursement Date.

      


      3.           Conditions to Funding
Loan. Lender shall be under no obligation to fund the Loan or any portion
thereof unless and until each of the following conditions has been satisfied or
waived in writing by Lender, in Lender’s sole discretion.

      


      a.           Execution of Loan
Documents. Each of the following (which, in addition to this Agreement,
are collectively referred to herein as the “Loan Documents”) shall have been
fully executed by the parties thereto, as needed, and delivered to
Lender:

      


      (1)           The
Promissory Note Secured by Trust Deed evidencing the Loan (the “Note”);

      


      (2)           The
Trust Deed with Rider attached encumbering the Property and securing repayment
of the Loan (the “Trust
Deed”);

      


      (3)           The
Security Agreement; and

       

      
        
           


        

        
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      (4)           The
UCC-1 Financing Statement in favor of Lender as “Secured Creditor” (execution by
Borrower is not required).

      


      b.           Borrower
Authorization. Within Thirty (30) days of the Disbursement Date, Borrower
shall provide Lender with board approval, or other evidence reasonably
acceptable to Lender, of Borrower’s authorization to obtain the
Loan.

      


      c.           Close of Escrow.
First American Title Insurance Company (“Escrow
Holder”) has notified Lender that, upon the deposit by Lender of that
portion of the Loan proceeds equal to Eight Hundred Eighty Thousand and No/100
Dollars ($880,000.00) into Escrow for the benefit of Borrower, Escrow will be in
position to close.

      


      d.           Issuance of Title
Insurance. First American Title Insurance Company (the “Title
Company”) has committed to issue to Lender at the closing of Escrow its
ALTA Loan Policy (2006) (the “Title
Policy”) in the face amount of the Loan assuring that the Trust Deed,
when recorded, will constitute a first lien against the Property, subject only
to (i) applicable non-delinquent general and special real property taxes, and
(ii) those certain exceptions to title described as items 1 through 26,
inclusive, of Section
Two of Schedule
B to that certain Preliminary Title Report dated as of August 12, 2010,
issued by the Title Company under Order No. OSA-3573582 (50), and such
endorsements as Lender may require.

      


      e.           No Default. Borrower
shall not be in default under the Loan Documents and no default exists by
Borrower or Seller under the Purchase Agreement.

      


      4.           Pre-Payment/Minimum
Interest. Borrower hereby acknowledges that the Loan may be prepaid in
whole or in part without penalty before the Maturity Date. Interest for the
first year of the Loan shall be prepaid out of the Loan Amount and shall be
non-refundable.

      


      5.           Service Fee and
Costs. Borrower hereby acknowledges that Borrower is obligated to pay a
one-time Loan initiation, management and service charge in the amount of Fifty
Thousand and No/100 Dollars ($50,000.00) (the “Service
Fee”). The Service Fee shall be deemed earned upon the funding of the
Loan, and shall be payable to Lender immediately upon the earliest to occur of:
(i) full repayment of the Loan, (ii) a default by Borrower under the Loan, or
(iii) the first anniversary of date of the Note. In addition, Borrower shall
reimburse Lender, directly from Loan funds, for all third-party costs and fees
incurred by Lender in making the Loan, including, but not limited to, Lender’s
attorneys fees, title company charges and recording fees; provided that the
maximum amount of such reimbursement for Lender’s attorneys fees shall be Ten
Thousand Dollars ($10,000.00).

      


      6.           Authorization of
Parties. This Agreement has been duly and validly authorized, executed
and delivered by each party, and no other action is requisite to the valid and
binding execution, delivery and performance of this Agreement. No consents or
waivers of or by any third party are necessary to permit the consummation of the
transactions contemplated pursuant to this Agreement.

      


      7.           Loan Arranged by
Broker. The parties acknowledge and agree that the Loan has been arranged
by Park Place Partners, Inc., a licensed California real estate broker (License
No. 01225173).

       

      
        
           


        

        
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      8.           Access to Records.
Lender and Lender’s appointed representatives, upon forty-eight hours notice,
shall have access at reasonable hours to the books, records and financial
statements of Borrower related to the Property.

      


      9.           Binding Effect. This
Agreement shall inure to the benefit of and shall be binding upon the parties
hereto and their respective legal representatives, successors and
assigns.

      


      10.         Governing Law. The
validity, interpretation and performance of this Agreement shall be controlled
by and construed under the laws of the State of California.

      


      11.         Attorneys Fees.
Borrower shall be responsible for payment to Lender of the reasonable legal
costs and attorney’s fees incurred by Lender in connection with the making of
the Loan. Should any dispute arise between the parties hereto or their legal
representatives, successors and assigns concerning any provision of this
Agreement or any of the Loan Documents, or the rights and duties of any person
in relation thereto, the party prevailing in such dispute shall be entitled, in
addition to such other relief that may be granted, to a reasonable sum as and
for their or his or its attorneys fees and legal costs in connection with such
dispute.

      


      12.         Amendment. This
Agreement may only be amended by the written consent of all of the parties to
this Agreement at the time of such amendment.

      


      13.         Notices. Unless
otherwise directed by Beneficiary in writing, any notices required to be
delivered to Borrower hereunder shall be delivered to c/o Shopoff Advisors,
L.P., 8951 Research Drive, Irvine, California 92618, Attention: William A.
Shopoff. Unless otherwise directed by Borrower, any notices to be delivered to
Lender hereunder shall be delivered c/o Cardinal Development, 375 Bristol
Street, Suite 50, Costa Mesa, California 92626, Attention: David J.
Seidner.

      


      14.         Counterparts/Facsimile
Signature. This Agreement maybe executed in counterparts, each of which
shall be deemed to be an original of this Agreement, but such counterparts, when
taken together, shall constitute but one agreement. If this Agreement is so
executed by one (1) or more parties in counterpart, the pages bearing the
signatures of such parties may be transmitted to the other parties by way of
facsimile, which transmission shall be deemed the same as delivered hereunder of
original signatures.

      


      15.         Entire Agreement.
This Agreement contains the entire agreement between the parties hereto and
supersedes any prior or current written or oral agreement between said parties
concerning the subject matter contained herein. There are no representations,
agreements, arrangements or understandings, oral or written, between or among
the parties hereto relating to the subject matter contained in this Agreement
which have not been fully expressed herein.

      


      16.         Further Assurances.
Each of the parties hereto hereby agrees to execute such further documents or
instruments as may be necessary or appropriate to carry out the intention of
this Agreement.

      


      17.         Unenforceable
Provisions. In the event that any provision of this Agreement shall be
unenforceable or inoperative as a matter of law, the remaining provisions shall
remain in full force and effect.

      


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      IN
WITNESS WHEREOF, Lender and Borrower have executed this Agreement as of the date
first above written.

      


      LENDER:

      


      CARDINAL
INVESTMENT PROPERTIES –

      UNDERWOOD, L.P., a California
limited

      partnership

       

      
        
          	
                  By:

                	
                  Cardinal
      Investment Properties, LLC, a

                
	 
      	
                  California
      limited liability company,

                
	 
      	
                  General
      Partner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      David J. Seidner
	 
      	 
      	
                  David
      J. Seidner, General Manager

                


        

      

      


      BORROWER:

      


      SPT-LAKE ELSINORE HOLDING CO.,
LLC, a Delaware limited liability company

       

      
        
          
            
              
                	
                        By:

                      	
                        Shopoff
      Partners, L.P., a Delaware limited

                      
	 
      	
                        partnership,
      sole member

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Shopoff
      General Partner, LLC, a Delaware limited

                      
	 
      	 
      	
                        liability
      company, general partner

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	
                        Shopoff
      Properties Trust, Inc.,

                      
	 
      	 
      	 
      	
                        a
      Maryland corporation, manager

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        By:

                      	/s/
      William A. Shopoff
	 
      	 
      	 
      	 
      	
                        William
      A. Shopoff, President and
CEO

                      


              

            

          

        

      

       

      
        
           


        

        
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