RECORDATION REQUESTED BY Branch Banking and Trust Company of Virginia

Document Sample
RECORDATION REQUESTED BY Branch Banking and Trust Company of Virginia Powered By Docstoc
					    RECORDATION REQUESTED BY:

    Branch Banking and Trust Company of Virginia
    21 Main Street
    Post Office Box 93
    Warrenton, Virginia 20188

    WHEN RECORDED MAIL TO:

    Branch Banking and Trust Company of Virginia
    21 Main Street
    Post Office Box 93
    Warren ton, Virginia 20188

    SEND TAX NOTICES TO:

    Branch Banking and Trust Company of Virginia
    21 Main Street
    Post Office Box 93
    Warrenton, Virginia 20188                                 FOR RECORDER'S USE ONLY


    This Landlord's Consent prepared by: Michael L. Bryan, Esquire

                  LANDLORD'S CONSENT & BORROWER'S ASSIGNMENT

    THIS LANDLORD'S CONSENT ("Consent") is entered into among MIDLAND
    DEVELOPMENT CORPORATION (sometimes "Borrower"), whose address is 5075
    Airport Road, Post Office Box 68, Midland, Virginia 22728; Branch Banking and Trust
    Company of Virginia ("Lender"), whose address is 21 Main Street, Post Office Box 93,
    Warrenton, Virginia 20188; and The Board of Supervisors of Fauquier County, Virginia
    ("Landlord"), whose address is 10 Hotel Street, Suite 208, Warrenton, Virginia 20186.

                                             RECITALS:

            A.       The Borrower is the holder of that certain Lease dated July 29,2004 (the
    "Lease") by and between the Midland Development Corporation, as tenant, and the Board of
    Supervisors of Fauquier County, Virginia, as landlord, conveying to the Borrower a leasehold
    interest in certain premises designated as Pad Site 3 as shown on the Airport Layout Plan and
    Terminal Layout Plan prepared by Campbell & Paris Engineers, showing approximately 60' x
    549' hangar development area established at the Warren-Fauquier Airport, together with a non-

                                                  -1-




~
exclusive right of way for ingress and egressover the 50' strip to the Leasehold Premises (as
hereinafter defined), as shown on that certain plat marked Exhibit A attached to and made a part
of the Lease, located in Fauquier County, Virginia (the, "Leasehold Premises"). A copy of the
Memorandum of Lease is attached hereto marked Exhibit "A" and incorporated herein by
reference as if set out in full.

        B.     Lender has agreed to make a commercial loan to Borrower in the maximum
principal amount of $968,500.00 (the "Loan") to finance and assistthe Borrower in funding the
costs and expensesassociated with the improvement of the Leasehold Premises by the
construction of a hangar thereon for the storageof general aviation aircraft.

        C.      In conjunction with making the Loan, and as part of the collateral security for the
repayment of said Loan, as evidenced by a Promissory Note evidencing the Loan (the "Note")
and all other documents evidencing or securing the Note or now or hereafter executed by the
Borrower or others in connection with or related to the Loan, including any other assignment,
financing statement, agreementof guaranty, loan agreement,certificate, leasehold deed of trust or
other documents (collectively, the "Loan Documents"), Lender does require Borrower to make,
execute and deliver an assignment of its right, title and interest under the Lease to the benefit of
Lender.

        D.      Borrower desires to assignto Lender all of its right, title and interest as a tenant
under the Lease as primary and not as secondary security for the repayment of the Note and the
indebtednessthereby evidenced, and for the performance of the obligations contained in the Loan
Documents. Under Section 13 of the Lease,the Borrower is accorded the right to encumber,
assign or convey its leasehold right, title and interest in and to the Leasehold Premises by way of
that certain Credit Line Leasehold Deed of Trust (the "Leasehold Deed of Trust") to secure
repayment of the Loan. The Landlord joins in the execution of this Consent to evidence its
consentto the Borrower's assignmentof its interest in the Lease and the Leasehold Premises,
including, but not limited to, the execution by Borrower of the Leasehold Deed of Trust.

LEASEHOLD PREMISES DESCRIPTION. The Leasehold Premises are more particularly
described on Exhibit "B" attached hereto and incorporated herein by reference as if set out in
full.

BORROWER'S ASSIGNMENT OF LEASE. Borrowerherebyirrevocablyassigns Lender             to
al~of Borrower's rights in the Leaseaspartial securityfor the Loan. The partiesintend thatthis
            will
assignment be a presenttransferto Lenderof all of Borrower'srights underthe Lease,
subjectto Borrower's rights to usethe Leasehold             and
                                                Premises enjoythe benefitsof the Lease
                                                                 by
while not in default on the Loan or Lease. Uponfull performance Borrowerunderthe Loan,
this assignment                                     of
                 shall be ended,without the necessity anyfurther actionby anyof the parties.
This assignment                                            to
                  includesall renewalsof andamendments the Leaseor the Loan, until the

                                                 -2-
Loan is paid in full. No amendments, modifications, changes,supplements or alterations, either
orally or in writing, may be made to the Lease without Lender's prior written consent, which
shall not be unreasonablywithheld or delayed.

CONSENT OF LANDLORD.           Landlord consentsto the above assignmentand to the execution
by Borrower of the Leasehold Deed of Trust.

                                                                          to
 LEASE DEFAUL TS. Both BorrowerandLandlordagreeand represent Lenderthat, to the
 bestof their knowledge,thereis no breachor offsetexisting underthe Leaseor underany other
 agreement                                                    not
             betweenBorrowerand Landlord.Landlordagrees to terminatethe Lease,            despite
 any defaultby Borrower, without giving Lenderwritten notice of the defaultand an opportunity
to curethe default within a period of thirty (30) daysfrom the receiptof the notice. If the default
                              be
 is one that cannotreasonably curedby the Lender(suchasinsolvency,bankruptcy,or other
judicial proceedings againstBorrower), thenLandlordwill not terminatethe Leaseso long as
Landlordreceivesall sumsunderthe Leasefor the periodduring which Lenderis in possession
of the Leasehold            or                            the
                  Premises, so long as Lenderreassigns Leaseto a new lessee          reasonably
              to
 satisfactory Landlord.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this
Consent: This Consent shall extend to and bind the respective heirs, personal representatives,
successorsand assigns of the parties to this Consent. The covenants of Borrower and Landlord
respecting subordination of the claim or claims of Landlord in favor of Lender shall extend to,
include, and be enforceable by any transferee or endorseeto whom Lender may transfer any
claim or claims to which this Consent shall apply. Lender need not acceptthis Consent in
writing or otherwise to make it effective. This Consent shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia. If Landlord is other than an
individual, any agent or other person executing this Consent on behalf of Landlord representsand
warrants to Lender that he or she has full power and authority to execute this Consent on
Landlord's behalf. Lender shall not be deemedto have waived any rights under this Consent
unless such waiver is in writing and signed by Lender. Without notice to Landlord and without
affecting the validity of this Consent, Lender may do or not do anything it deems appropriate or
necessarywith respectto the Loan, any obligors on the Loan, or any collateral for the Loan;
including without limitation extending, renewing, rearranging, or accelerating any of the Loan
indebtedness. Time is of the essenceas to all matter set forth in this Consent.

                                               is
AMENDMENTS. What is written in this Consent Landlord's entire agreement    with Lender
          the
concerning matterscoveredby this Consent.To be effective, anychangeor amendment     to
this Consentmustbe in writing and mustbe signedby whoeverwill be bound or obligatedby the
changeor amendment.

NO WAIVER       BY LENDER.      Landlord understandsLender will not give up any of Lender's

                                                -3-
rights under this Consent unless Lender does so in writing. The fact that Lender delays or omits
to exercise any right will not mean that Lender has given up that right. If Lender does agree in
writing to give up one of Lender's rights, that does not mean Landlord will not have to comply
with the other provisions of this Consent. Landlord also understands that if Lender does consent
to a request, that does not mean that Landlord will not have to get Lender's consent again if the
situation happens again. Landlord further understandsthat just becauseLender consentsto one
or more of Landlord's requests, that does not mean Lender will be required to consentto any of
Landlord's future requests. Landlord waives presentment,demand for payment, protest, and
notice of dishonor.

                                                                      is
SEVERABILITY. If a Court finds that anyprovisionof this Consent not valid or shouldnot
be enforced,that fact by itself will not meanthatthe restof this Consentwill not be valid or
enforced. Therefore,a Court will enforcethe restof the provisionsof this Consentevenif a
provisionof this Consentmaybe found to be invalid or unenforceable.

DEFINITIONS. The following words shall havethe following meaningwhenusedin this
Consent:

       Consent. The word "Consent" means this Landlord's Consent & Borrower's
       Assignment, as this Landlord's Consent may be amended or modified from time to time,
       together with all exhibits and schedulesattachedto this Landlord's Consent from time to
       time.

       Borrower. The word "Borrower" means                     Corporationandall
                                             Midland Development
       otherpersonsand entitiessigningthe Note.

       Landlord. The word "Landlord" meansThe Board of Supervisors of Fauquier County,
       Virginia. Landlord's interest in the Leasehold Premises may be that of a fee owner,
       lessor, sublessor or lienholder, or that of any other holder of an interest in the Leasehold
       Premises which may be, or become, prior to the interest of Lender.

       Lease. The word "Lease" means that certain leaseof the Leasehold Premises, dated July
       29,2004, between Landlord and Borrower.

       Lender. The word "Lender" means Branch Banking and Trust Company of Virginia, its
       successorsand assigns. The words "successorsor assigns" mean any person or company
       that acquires any interest in the Note.

       Loan. The word "Loan" means any and all loans and financial accommodations from
       Lender to Borrower whether now or hereafter existing, and however evidenced.


                                                -4-
        BORROWER AND LANDLORD ACKNOWLEDGE HAVING READ ALL THE
        PROVISIONS OF THIS LANDLORD's CONSENT, AND BORROWER AND LANDLORD
        AGREE TO ITS TERMS. THIS AGREEMENT IS DATED NOVEMBER 30,2005.

        THIS AGREEMENT IS GIVEN UNDER SEAL AN]) IT IS INTENDED THAT THIS
        AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
        SEALED INSTRUMENT ACCORDING TO LAW.

        BORROWER:

        MIDLAND DEVELOPMENT CORPORATION


        By                                     (Seal)
          RonaldL. Gatewood,President




        THE BOARD OF SUPERVISORS OF FAUQUIER COUNTY, VIRGINIA


        By:                 :,          I     (Seal)
              Authorized Signer

        LENDER:

        BRANCH BANKING AND TRUST COMPANY OF VIRGINIA


        By:                        I    I       (Seal)
              Authorized Officer


                                       CORPORATE ACKNOWLEDGMENT

        STATE OF
        COUNTY OF

        On this            dayof                                                  Notary
                                                   , 2O_, beforeme, the undersigned
                                 RonaldL. Gatewood President Midland Development
        Public, personallyappeared                as         of

                                                       -5-




LANDLORD:
Corporation, and known to me to be (an) authorized agent(s)of the corporation that executed the
Landlord's Consent and Borrower's Assignment and acknowledged the Landlord's Consentand
Borrower's Assignment to be the free and voluntary act and deed of the corporation, by authority
of its Bylaws or by resolution of its board of directors, for the uses and purposes therein
mentioned, and on oath stated that he or she/theyis/are authorized to execute this and in fact
executed the on behalf of the corporation.

By                                            Residingat

Notary Public in and for                              My commissionexpires




                            CORPORATE ACKNOWLEDGMENT

STATE OF
COUNTY OF

On this              day of                          ,20   .' before me, the undersigned Notary
Public, personally appeared-as                                                         --
of The Board of Supervisors of Fauquier County, Virginia, and known to me to be (an)
authorized agent(s) of the corporation that executed the Landlord's Consent and Borrower's
Assignment and acknowledged the Landlord's Consent and Borrower's Assignment to be the
free and voluntary act and deed of the corporation, by authority of its Bylaws or by resolution of
its board of directors, for the uses and purposes therein mentioned, and on oath stated that he or
she/theyis/are authorized to execute this and in fact executed the on behalf of the corporation.

By                                            Residingat

Notary Public in and for                              My commission expires:


                               LENDER ACKNOWLEDGMENT

STATE OF
COUNTY OF




                                                -6-
                                 , authorized agent for the Lender that executed the within and
    foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed
    of the said Lender, duly authorized by the Lender through its board of directors or otherwise, for
    the uses and purposes therein mentioned, and on oath stated that he or she is authorized to
    execute this said instrument and that the seal affixed is the corporate seal of said Lender.

    By                                           Residingat

    Notary Public in and for                                        expires:
                                                        My commission



    MLB/pmn
    c:\Agreements\BB&T Landlord's Consent
    12/5/05




                                                  -7-




~

				
DOCUMENT INFO
Shared By:
Stats:
views:92
posted:1/25/2009
language:English
pages:7