HomeMy Public PortalAbout1988_10_11_R190L~s~'drg in ~rirgi~i~
RESOLUTION NO.
88-190
PRESENTED October 11, {9~8
ADOPTED October 11: 1988
A RESOLUTION: AUTHORIZING AN AMENDMENT TO THE DEED OF LEASE AND OPERATING
AGREEMENT DATED AS OF AUGUST 25, 1987 BY AND BETWEEN THE
TOWN OF LEESBURG (HEREINAFTER REFERRED TO AS THE "TOWN") AND
JANELLE AVIATION, INC. (HEREINAFTER REFERRED TO AS
"JANELLE") AND RELATED MATTERS THERETO.
WHEREAS, the Town and Janelle entered into that certain Deed .of Lease
and Operating Agreement dated as of August 25, 1987 (the "Lease"), whereby
the Town leased to Janelle an approximately 2.4 acre parcel, more
particularly described on Exhibit A attached thereto (the "Premises"); and
WHEREAS, Janelle has assigned all'of its right, title and interest
into the Lease to Aviation Associates, L.P. ("Tenant") pursuant to an
Assignment of Lease ("Assignment of Lease"); and
WHEREAS, the Lease provides, among other things, that the Tenant shall
construct certain improvements on the Premises as more particularly set
forth therein (the "Improvements"); and -
WHEREAS, Perpetual Savings Bank, F.S.B. (the Bank") has issued its
commitment letter dated August 23, 1988 whereby the Bank agrees to lend
$2,400,000.00 to Tenant for the purpose of financing the construction of
the Improvements (the "Loan"); and
WHEREAS, the Town and Tenant wish to amend certain provisions of the
Lease in order to facilitate the closing of the Loan as more particularly
set forth in that certain First Amendment to Deed of Lease and Operating
Agreement ("First Amendment") dated as of October 12, 1988 by and between
the Town and Tenant, the form of which is attached hereto and incorporated
herein by this reference as Exhibit A; and
2
A RESOLLrrION: AUTHORIZING AN AMENDMENT TO THE DEED OF LEASE AND
OPERATING AGREEMENT DATED AS OF AUGUST 25, 1987
WHEREAS, the Town and Tenant wish to memorialize the Lease as provided
pursuant to the provisions of Article XIII, Section 5 of the Lease by
executing a Memorandum of Lease and recording the same among the land
records of Loudoun County, Virginia; and
WHEREAS, the Town and Tenant desire to more specifically set forth
their agreement as to the completion of certain off-site improvements to
the Premises which are more particularly set forth in that certain Side
Letter of Agreement as presented to the Council at this meeting; and
WHEREAS, as a condition precedent to the Bank funding the Loan the
Bank has required that the Town execute and deliver to the Bank a
Landlord's Estoppel Certificate and Non-Disturbance Agreement; and
WHEREAS, there has been presented to this meeting the forms of the
following documents relating to the transactions described above for the
Town Council's consideration and approval, copies of which have been filed
with the records of the Council;
A. the First Amendment to Deed of Lease and Operating Agreement;
B. the Side Letter Agreement;
C. the Memorandum of Lease;
D. the Assignment of Lease; and
E. the Landlord's Estoppel Certificate and Non-Disturbance
Agreement (all of the foregoing and any other document,
agreement, acknowledgment, instrument of certificate to be
executed by the authorized officer on behalf of the Town in
connection with the Lease and the Loan are herein referred to
as the "Documents").
3
A RESOLUTION: AUTHORIZING AN AMENDMENT TO THE DEED OF LEASE AND
OPERATING AGREEMENT DATED AS OF AUGUST 25, 1987
WHEREAS, for good and valuable consideration and in furtherance of the
public purposes for which it was created, the Council proposes to .execute
or enter into the Documents listed above.
THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia
as follows:
SECTION I. The execution, delivery and performance of the documents
by the town is hereby authorized. The documents shall be in substantially
the forms submitted to this meeting, with such non-substantive changes,
insertions or omissions as may be approved by the Mayor of the Town, whose
approval thereof shall be conclusively evidenced by the execution ,of any
document containing any such change, insertion or omission.
SECTION II. The Mayor is hereby authorized and directed to execute on
behalf of the town the documents to which the town is a party. The Mayor
is further authorized to execute and deliver all instruments, documents,
acknowledgments or certificates, and to do and perform all things and acts,
as the Mayor shall deem necessary or appropriate in furtherance of the
carrying out of the instruments referred to in this Resolution; and all
such things and actions heretofore done or performed by the Mayor are in
all respects approved, ratified and confirmed.
PASSED this llth day of
ATTE ST:
October , 1988.
Robert E. Sevila, Mayor
Town of Leesburg
FIRST AMENDMENT TO DEED OF
LEASE AND OPERATING AGREEMENT
THIS FIRST AMENDMENT TO DEED OF LEASE AND OPERATING AGREE-
MENT ("First Amendment") is made as of this 12th day of October,
1988, by and between the Town of Leesburg, Virginia, a Virginia
municipal corporation (hereinafter referred to as "Landlord,,) and
Aviation Associates L.P., a Virginia limited partnership (herein-
after referred to as "Tenant").
WHEREAS, by that certain Deed of Lease and Operating
Agreement dated the 25th day of August, 1987 (the "Lease"),
Landlord leased to Janelle Aviation, Inc. ("Janelle") an ap-
proximately 2.4 acre parcel more particularly described therein
on Exhibit A attached thereto (the "Premises").
WHEREAS, by that certain Assignment dated as of the 12th day
of October, 1988 pursuant to Article XVII, Section 1 of the
Lease, Janelle assigned all of its right, title and interest in
and to the Lease to Tenant.
WHEREAS, Article II, Section 5 of the Lease provides that in
the event that Tenant fails to close on a $3,700,000.00 construc-
tion loan for the construction of certain improvements to the
Premises on or before November 30, 1987, then Landlord may
terminate the Lease by written notice to Tenant.
WHEREAS, Landlord and Tenant wish to amend Article II,
Section 5, to provide that Landlord's right to terminate the
Lease shall be triggered by Tenant's failure to close a construc-
tion loan for at least $2,400,000.00 on or before November 30,
1988.
WHEREAS, Article III, Section 2 of the Lease provides that
on the "Effective Date" (defined therein) Tenant shall pay to
Landlord the sum of Three Hundred Thousand Dollars ($300,000.00).
WHEREAS, Landlord and Tenant wish to modify the language of
Article III, Section 2 of the Lease in order to clarify that the
$300,000.00 payment by Tenant to Landlord is rent paid by Tenant
to Landlord for the use of the Premises from the Effective Date
until January 1, 1994.
WHEREAS, Article V, Section 5 of the Lease obligates Tenant
to construct hangar and office buildings containing not less than
54,000 square feet within five years of the Effective Date of the
Lease and further provides that if Tenant is unable to construct
office and hangar buildings containing at least 54,000 square
feet within the specified five year period, then Tenant shall be
deemed to be in default of the Lease.
WHEREAS, Landlord and Tenant wish to amend Article V,
Section 5, to provide that if Tenant is unable to construct in
the aggregate 54,000 square feet of office and hangar space on
the Premises within five years of the Effective Date then, the
Lease will terminate with respect to that portion of the Premises
designated and referred to as the "Additional Land for Develop-
ment" on the plat attached hereto as Exhibit A-1 and incorporated
herein (the "Additional Development Land").
WHEREAS, Landlord and Tenant wish to substitute Exhibit A-1
attached hereto for Exhibit A attached to the Lease.
WHEREAS, Article II, Section 1 of the Lease sets forth a
number of preconditions which must be satisfied prior to the date
that the Lease becomes effective.
NOW, THEREFORE, for and in consideration of good and
valuable consideration, the receipt and sufficiency of .which are
hereby acknowledged, Landlord and Tenant do hereby agree as
follows:
1. The parties hereto do hereby agree that for purposes of
Article II, Section 1 of the Lease, the "Effective Date" of the
Lease shall be deemed to be the 13th day of October, 1988.
2. Article II, Section 5 of the Lease is hereby deleted in
its entirety and replaced with the following language:
Section 5.
If Tenant fails to close on at least a O#o Million
Four Hundred Thousand Dollar ($2,400,000.00) construc-
tion loan for the construction of improvements to the
Premises on or before November 30, 1988, then Landlord
may terminate this Lease by written notice to Tenant in
which event Landlord and Tenant shall have no further
rights, one to the other hereunder.
3. Article III, Section 2 of the Lease is hereby deleted
in its entirety and replaced with the following language:
Section 2.
In addition to the rent payable under
Article III, Section 1, hereof, Tenant shall
pay to Landlord the sum of Three Hundred
Thousand Dollars ($300,000.00) as rent for
the Premises from the Effective Date to
January 1, 1994 to be due and payable in full
on the Effective Date.
4. Article V, Section 5 of the Lease is hereby deleted in
its entirety and replaced with the following language:
The Tenant agrees to construct or obtain
and install at its sole cost and expense, the
hangars, office space and other equipment and
improvements to comply with Landlord's
requirement as specified in Landlord's
"Request for Proposals" dated August 14,
1986. Tenant agrees to construct a building
or buildings with hangar and office space
containing an aggregate minimum of 54,000
square feet of hangar and office space.
Construction of the hangar and office
building(s) may be phased over the five year
period measured from the Effective Date;
provided, however, that Tenant shall commence
construction of at least 38,000 square feet
of hangar and office space within twelve (12)
months of the Effective Date. Should Tenant
fail to construct an aggregate combined total
of 54,000 square feet of hangar space and
office space on the Premises within five (5)
years of the Effective Date, then (i) this
Lease shall terminate on the fifth anniver-
sary of the Effective Date with respect to
the "Additional Development Land," as shown
on Exhibit A-1 attached hereto and (ii) this
Lease shall remain in full force and effect
with respect to the remaining portion of the
Premises.
5. Ail references in the Lease to the planning, engineer-
ing, constructing, installing, or completing "the first thirty-
nine thousand (39,000) square feet" of improvements to the
Premises are hereby amended to read "the first thirty-eight
thousand (38,000) square ~eet, more or less."
6. Exhibit A of the Lease is hereby replaced witlh
Exhibit A-1 attached hereto and incorporated herein.
7'. Other than as amended by this First Amendment, the
Lease is hereby ratified and confirmed.
8. This First Amendment shall be binding upon the parties
hereto and their successors and assigns.
WITNESS the following signatures and seals:
TOWN OF LEESBURG IN VIRGINIA
Robert E. Sevila, Mayor
AVIATION ASSOCIATES L.P.,
a Virginia limited partnership
By:
James M. Haynes, Jr.,
General Partner
STATE OF VIRGINIA )
) to-wit:
COUNTY OF LOUDOUN )
/~ The foregoing instrument was acknowledged before me this
day of October, 1988, by Robert E. Sevila, the Mayor of the
Town of Leesburg, Virginia, a Virginia municipal corporation, on
behalf of the corporation. .~
Notary l~ic
My commission expires: A'W~./:~, AC'.?/
STATE OF VIRGINIA
COUNTY OF LOUDOUN, to-wit:
The foregoing instrument was acknowledged before me this
day of October, 1988, by James M. Haynes, Jr., general
partner of Aviation Associates L.P.
My commission expires:
Notary Public
6
EXHIBIT "A-l"
/
!
~/ ADDITIONAL LAND
FOR D~."VELOP ME N T
0.7251 AcREs
TOTAL L'EASE AREA
2.~754 AC.
PLA?
LEESOURG MUNICIPAL AIRPORT
TOWN OF LEESB~G
~OUOO~ COUNTY. VIRGI~A
RO~, ~CE ~ RA~FF, L~.
SIDE LETTER AGREEMENT
THIS SIDE LETTER AGREEMENT is hereby made as of this 12th
day of October, 1988, by and between the TOWN OF LEESBURG, a
Virginia municipal corporation ("Landlord") and AVIATION
ASSOCIATES, L.P., a Virginia limited partnership ("Tenant").
WHEREAS, by that certain Deed of Lease and Operating
Agreement dated the 25th day of August, 1987 (the "Lease"),
Landlord leased to Janelle Aviation, Inc. ("Janelle") an
approximately 2.4 acre parcel more particularly described therein
on Exhibit A attached thereto (the "Premises").
WHEREAS, by that certain Assignment dated as of the 12th day
of October, 1988 pursuant to Article XVII, Section 1 of the
Lease, Janelle assigned all of its right, title and interest in
and to the Lease to Tenant.
WHEREAS, Article V, Section 6 of the Lease provides that, as
a part of Tenant's development of the Premises, certain
improvements must be made to Route 643, the intersection of Route
643, and the Airport access road (the "Route 643 Improvements")
and certain off-site dra~hage facilities need to be constructed
(the "Drainage Improvements").
WHEREAS, Article V, Section 6 further provides that the
total cost of the Route 643 Improvements and the Drainage
Improvements shall be shared proportionally by the Landlord and
Tenant based upon a percentage of use as determined by Campbell,
McQueen and Paris Engineers.
WHEREAS, Tenant and Landlord desire to specify and clarify
their respective rights and obligations under Article V, Section
6 pursuant to the provisions set forth in this Side Letter
Assignment.
NOW, THEREFORE, for and in consideration of good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant do hereby agree as
follows:
1o Tenant, through its contractor, William A. Hazel,
Inc. ("Hazel"), will construct the Route 643 Improvements and the
Drainage Improvements pursuant to the terms of a contract by and
between Hazel and the Tenant dated as of October__, 1988.
2. Landlord, on a monthly basis and within fifteen
(15) days of receipt of a copy of Hazel's invoice to Tenant for
the cost of construction of the Route 643 Improvements and the
Drainage Improvements, shall pay directly to Tenant ninety-five
percent (95%) of the amount invoiced by Hazel relating to any and
all work performed by Hazel associated with the construction of
the Route 643 Improvements and eighty-seven and one-half percent
(87.5%) of the amount invoiced by Hazel relating to the
construction of the Drainage Improvements less ten percent (10%)
retainage until Hazel's work is fifty percent (50%) completed and
zero percent (0%) retainage thereafter. Retainage on each of the
above-referenced projects will be paid by Landlord at tlhe time of
completion and acceptance of each project by the Landlord's
Director of Engineering and Public Works.
3. Tenant shall cause Hazel to obtain the following
insurance policies or certificates:
(a) Workmen's compensation insurance for all
employees working on the projects;
(b) Liability insurance in amount not less than
$1,000,000 for injuries, including wrongful death, for
any one person and subject to the same limit for each
person, in an amount equal to not less than $1,000,000
on account of any one accident;
(c) Property damage insurance in an amount equal
to not less than $1,000,000 for damages on account of
any one accident and in an amount equal to not less
than $1,000,000 on account of all accidents.
Certificates shall be furnished to Landlord,
naming it an additional insured with respect to the liability and
property damage insurance referred to herein. Tenant or Hazel
shall pay the cost, if any, of the issuance of these
certificates.
4. This Side Letter Agreement shall be binding upon
the parties hereto and their successors and assigns and[ may only
be modified in writing by both parties hereto.
WITNESS the following signatures and seals:
TOWN O~ESBURG~N VIRGINIA
Robert E. Sevila, Mayor
AVIATION ASSOCIATES ~, L.P. ,
a Virginia limited partnership
By :.
James M. Haynes, Jr.,
General Partner
STATE OF VIRGINIA )
) to-wit:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of October, 1988, by Robert E. Sevila, the Mayor of the
~own of Leesburg, Virginia, a Virginia municipal corporation, on
behalf of the corporation.
My commission expires:
Notary Public
STATE OF VIRGINIA )
) to-wit:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of October, 1988, by James M. Haynes, Jr., general
partner of Aviation Associates, L.P.
My commission expires:
Notary Public
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE is hereby made as of this 13th day
of October, 1988, by and among the TOWN OF LEESBURG, a Virginia
municipal corporation ("Landlord") and AVIATION ASSOCIATES L.P.,
a Virginia limited partnership.
A. Landlord and Janelle Aviation, Inc. ("Janelle") entered
into a Deed of Lease and Operating Agreement dated the 25th day
of August, 1987 (the "Initial Lease"), whereby Landlord leased to
Janelle and Janelle leased from Landlord a certain parcel of
property situate in Loudoun County, Virginia, more particUlarly
described on Exhibit A attached hereto and incorporated herein
(the "Premises").
B. Pursuant to Article XVII, Section 1 of the Lease,
Janelle assigned all of its right, title and interest in and to
the Lease to Tenant by that certain Assignment dated as of the
12th day of October, 1988.
C. By that certain First Amendment to Deed of Lease and
Operating Agreement dated as of the 12th day of October, 1988
(the "First Amendment") Landlord and Tenant amended certain
provisions of the Initial Lease.
D. The Initial Lease as amended by the First Amendment is
hereinafter referred to as the "Lease."
E. Pursuant to Article XIII, Section 5 of the Lease,
Landlord and Tenant wish to enter into this Memorandum .of Lease
to be recorded among the land records of Loudoun County, Vir-
ginia.
NOW, THEREFORE, notice is hereby given that Landlord in
consideration of the rents, covenants, and agreements on the part
of the Tenant to be paid and performed, has let and demised to
Tenant the Premises in accordance with the following terms and
conditions:
1. The initial term of the Lease shall be for a
period of forty (40) years, commencing on the 13th day of
October, 1988 and expiring as provided in the Lease.
2. If the Landlord has the authority to continue the
Lease for an additional forty years upon the expiration of the
initial forty-year term of the Lease, then Tenant may extend the
Lease for an additional forty years.
3. The names and addresses of the parties to this
Lease are as follows:
Landlord:
Town Manager
Attention: Assistant Town Manager
Town of Leesburg in Virginia
P.O Box 2278
Leesburg, Virginia
Tenant:
Aviation Associates L.P.
Leesburg Municipal Airport
P.O. Box 2278
Leesburg, Virginia 22075
Attention: James M. Haynes, Jr.
4. Ail of the terms, conditions, provisions and
covenants of the Lease are incorporated in this Memorandum of
Lease by reference as though written out at length herein, and
the Lease and this Memorandum of Lease shall be deemed to
constitute a single document. In the event there is a conflict
between any of the provisions of this Memorandum of Lease and the
provisions of this Lease, the provisions of the Lease shall
govern.
5. IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized representatives to execute this Memorandum.
AVIATION ASSOCIATES, L.P.
By:
James M. Haynes, Jr.,
General Partner
By:
Robert E. ~evila,
Mayor
STATE OF VIRGINIA
COUNTY OF
)
) to-wit:
)
I, the undersigned Notary Public, in and for the state and
county aforesaid, whose commission expires on the .day of
, 19 , do hereby certify that James M. Haynes, Jr.,
as the general partner of Aviation Associates L.P., whose name is
signed to the foregoing Memorandum of Lease, appeared before me
and personally acknowledged the same in my jurisdiction afore-
said.
GIVEN under my hand and seal this
1988.
day of ,
Notary Public
STATE OF VIRGINIA
COUNTY OF
)
) to-wit:
)
I, the undersigned Notary Public, in and for the state and
county aforesaid, whose commission expires on the day of
, 19__, do hereby certify that ROBERT E. SEVILA as
Mayor of the Town of Leesburg, whose name is signed to the
foregoing Memorandum of Lease, appeared before me and personally
acknowledged the same in my jurisdiction aforesaid.
GIVEN under my hand and seal this
1988.
day of ,
Notary Public
ASSIGNMENT OF LEASE
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency whereof are hereby acknowledged, JANELLE AVIATION,
INC., a Maryland corporation ("Assignor"), does hereby transfer,
assign, convey, and set over unto AVIATION ASSOCIATES, L.P., a
Virginia limited partnership ("Assignee"), all of the Assignor's
right, title, and interest in, under, and to that certain Deed of
Lease and Operating Agreement dated August 25, 1987, between the
Assignor and the Town of Leesburg, Virginia (the "Lease").
Assignee accepts the foregoing assignment and agrees to
observe and perform all conditions, covenants, and obligations
the lessee is required to perform or observe under the Lease.
IN WITNESS WHEREOF, Assignor and Assignee have caused these
presents to be executed under seal as of the 12th day of October,
1988.
Attest:
Jean Van Sickels,
Secretary
ASSIGNOR:
JANELLE AVIATION, INC.,
a Maryland corporation
By: (SEAL)
James M. Haynes, Jr.,
President
AVIATION ASSOCIATES, L.P.,
a Virginia limited partnership
By: ( SEAL)
James M. Haynes, Jr.,
General Partner
The Town of Leesburg in Virginia, as lessor under the above-
referenced Lease, hereby acknowledges and consents to the
foregoing assignment this day of October, 1988.
TOWN OF/~EESBURG IN VIRGINIA
By: ~~--,
Title: r./~[W~fu/
ACKNOWLEDGEMENTS
COMMONWEALTH OF VIRGINIA
COUNTY OF
The foregoing instrument was acknowledged before me this
day October, 1988, by , the
of the Town of Leesburg, Virginia, a Virginia
municipal corporation, on behalf of the corporation.
My commission expires:
Notary Public
COMMONWEALTH OF VIRGINIA )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1988, by James M. Haynes, Jr., the
President of Janelle Aviation, Inc., a Maryland corporation, on
behalf of the corporation.
My commission expires:
Notary Public
COMMONWEALTH OF VIRGINIA )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1988, by James M. Haynes, Jr., the
Managing General Partner of Aviation Associates, L.P., a Virginia
limited partnership, on behalf of the partnership.
My commission expires:
Notary Public
3
LANDLORD '
NOND~TURB~I~CE ~.~RE EF~ENT
THIS LANDLORD'S ESTOPPEL CERTIFICATE AND NONDISTURBANCE
AGREEMENT is made this day of October, 1988, by the TOWN OF
LEESBURG, VIRGINIA, a Virginia municipal corporation.
The Town of Leesburg, Virginia ("Lessor"), is the
landlord under that certain Deed of Lease and Operating Agreement
dated August 25, 1987, between the Lessor and Janelle Aviation,
Inc., a Maryland corporation ("Janelle") pursuant to ~ich
Janelle leased from Lessor for a term of forty (40) years certain
real property located in Loudoun County, Virginia, described in
Exhibit "A" attached hereto (the "Premises"). Janelle"s
interests in, to and under the Lease were assigned to ~iation
Associates, L.P., a Virginia limited partnership ("Lessee"),
pursuant to an Assignment of Lease dated as of October 12, 1988.
The Lease was modified by that certain First Amendment to Deed of
Lease and Operating Agreement dated as of October 12, ].988. The
Deed of Lease and Operating Agrement as assigned and so amended
is hereinafter referred to as the "Lease." The Lease is
evidenced by a Memorandum of Lease dated as of October 13, 1988,
and recorded in Book , Page of the records of the
Clerk of the Circuit Court of Loudoun County, Virginia.
In connection with a loan from Perpetual Savings Bank,
F.S.B. ("Lender") to Lessee, in the original principal amount of
$2,400,000.00 (the "Loan") for the improvement of the Premises
and construction of a fixed base airport operation consisting of
approximately 25,000 square feet of hangar space and
approximately 13,000 square feet of office space, the Lessee has
or will deliver to the Lender as security for the Loan a
leasehold Deed of Trust and a Collateral Assignment of Leases,
Rents and Profits encumbering such improvements and Lessee's
leasehold estate created by the Lease. As a condition to making
the Loan, Lender requires the execution by Lessor of this
Certificate, and Lender will rely on this Certificate in making
such Loan.
Lessor hereby certifies, represents to and agrees with
Lender as follows:
1. The Lease is in full force and effect, and is the
valid and binding obligation of Lessor.
2. Lessor has consented to the assignment of
Janelle's rights, title and interest in, to and under the Lease
to Aviation Associates, L.P., and recognizes Aviation Associates,
L.P., as the tenant under the Lease.
3. All payments of rent and other monies due and
payable under the Lease by Lessee have been made through the date
hereof.
4. ~ There are currently no defaults under the terms of
the Lease and, to the best of Lessor's knowledge, no state of
2
facts exists which with the giving of notice and/or the lapse of
time could constitute a default under the terms of the Lease.
5. There are currently no setoffs, defenses, or
counterclaims by Lessor against Lessee.
6. Except as set forth herein, there have been no
modifications of the Lease.
7. Lessor has approved the construction of
approximately 38,700 square feet of office and airplane hangar
space on the Premises, in accordance with the Tenant's proposal
dated October 7, 1986, which has been reviewed and approved by
the Lessor.
8. Lessor has entered into that certain Side Letter
Agreement dated as of October 12, 1988 between Lessor and Lessee,
detailing the agreement of Lessor and Lessee with respect to the
completion by Lessee's contractor, William A. Hazel, Inc., of
those items specified in Article V, Section 6, and the payment
therefor.
9. Lessor agrees to be bound by this certificate and
acknowledges that it is estopped from making any claim which
would contradict the above.
10. Lessor hereby recognizes Lender as the beneficiary
under a first lien deed of trust on the leasehold created by the
Lease. Lessor hereby represents that the Premises are free and
clear of any encumbrances, liens, defects, leases, easements,
restrictions and agreements, except for the Lease and the lien
created by the Loan, and the matters contained in Part II,
Schedule B of that certain Commitment for Title Insurance No.
739838 dated August 7, 1988 from Ticor Title Insurance Company.
11. Lessor will not take any action to cancel,
terminate, annul or modify the Lease or dispossess or evict
Lessee from the Premises without giving the Lender prior written
notice thereof. Lessor shall give Lender written notice and a
period of at least thirty (30) days within which the Lender may,
at its option, cure any default by the Lessee under the Lease.
Said notice shall be deemed to have been given when delivered or
mailed by first class registered or certified mail, postage
prepaid, addressed to:
Perpetual Savings Bank, F.S.B.
c/o Perpetual Mortgage Company
1951 Kidwell Drive
Vienna, Virginia 22180
Attention: Ralph G. Falcone
12. Lessor agrees that if Lender shall foreclose under
the Deed of Trust or if Lender shall accept an assignment of the
Lease from Lessee in lieu of foreclosure or if Lender shall
otherwise come into possession of the leased premises, Lessor
will recognize Lender, Lender's assignee, or Lender's purchaser
at a foreclosure sale, as the tenant under the Lease, without
further consent or action by Lessor. Lender shall be liable for
rent and other obligations of Lessee under the Lease on a
prorated basis only for the period of time the Lender is in
actual possession of the Premises.
13. The Lessor acknowledges that the Lender has or
will have a security interest in all of Lessee's interest in
4
personal property now or hereafter located at or about the
Premises pursuant to the Deed of Trust notwithstanding anything
to the contrary in the Lease. So long as any obligations are
owing by the Lessor to the Lender, the Lender's security interest
shall in all respects and in all events be superior to all
interest and rights of the Lessor in the personal property
collateral, including all rights or interests available under any
distraint statute, all rights of levy and all rights and
interests under the Lease.
14. Lessor agrees that Lender may enter upon the
Premises and may remove any personal property collateral for the
Loan.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the day and year first hereinabove written.
ATTEST
TOWN OF LEESBURG, VIRGINIA,
a Virginia municipal corporation
By:
Name: Name:
Title: Title:
Commonwealth of Virginia
)
) ss:
)
I, , a Notary Public in and
for the Commonwealth of Virginia, do certify that
, whose name, as of
the Town of Leesburg, is signed to the writing above, bearing
date of the day of , 1988, has acknowledged
the same before me in my County as aforesaid.
Given under my hand and official seal this
, 1988.
day of
My commission expires:
Notary Public