EXHIBIT 10.19
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DEED OF LEASE
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THIS DEED AND AGREEMENT OF LEASE ("Lease") is made and
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entered into this 24th day of November, 1997 by and between
B & R ENTERPRISES, INC., a Virginia corporation ("Landlord") and
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MATEWAN BANCSHARES, INC., a Delaware corporation ("Tenant").
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WITNESSETH:
1. Demised Premises. Landlord, for the term and subject to the provisions
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and conditions hereof, demises and leases to Tenant for a term and rent
hereafter stated, and Tenant rents from Landlord, certain space (the "Demised
Premises") containing 3240 rentable square feet, as shown on the plot plan
provided by Xxxxxxx X. Xxxxxx and included on Exhibit A attached hereto and made
a part hereof, known as Xxxxx Chevrolet Four Way Property (the "Building")
located in Tazewell, Virginia and the legal description of which is described on
Exhibit B attached hereto and made a part hereof, together with rights of
ingress and egress thereto, and with the right to use, for parking the portion
of the property designated by the Landlord for parking on Exhibit A.
2. Lease Term. The lease term (the " Lease Term") shall commence
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on the commencement date (the "Commencement Date") which shall be the earlier of
(a) the date Tenant opens for the transaction of business, or (b) ninety (90)
days following the date of this Lease and shall continue for a period of five
(5) years thereafter unless extended or sooner terminated as provided herein.
Upon actual determination by Landlord and Tenant of the Commencement Date and ,
consequently, the Lease Term, Landlord and Tenant shall confirm in writing the
Commencement Date and the termination date of the Lease and Tenant's acceptance
of the Demised Premises in the form attached hereto as Exhibit C. Landlord shall
deliver possession of the Demised Premises prior to the Commencement Date to
Tenant to permit Tenant to make the initial improvements. No rent or additional
rent shall be charged prior to the Commencement Date.
Tenant is granted the right and option (the "Renewal Option") to
extend the term of this Lease for five (5) additional periods of three (3)
years, and, if such
renewal is effectively exercised, such renewal term (the "Renewal Term") shall
commence upon the expiration of the previous term of this Lease, provided, that:
a. Each option shall be automatically exercised unless
Tenant shall give Landlord written notice at least thirty (30) days prior to the
expiration of the then current term that Tenant does not intend to exercise its
option; and
b. At the time such option is exercised, this Lease shall be
in full force and effect and there shall exist no default by Tenant which
remains uncured beyond any applicable period of grace.
In the event the foregoing option is effectively exercised, all the
terms and conditions contained in this Lease shall continue to apply.
3. Rent.
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a. Initial Term. Tenant agrees to pay to Landlord a
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fixed rent for the Demised Premises during the initial term of this Lease the
sum of Thirty Thousand Dollars ($30,000.00) per annum, such rental to be paid in
advance without demand on the first day of each and every month in twelve (12)
equal monthly installments of Two Thousand Five Hundred Dollars ($2,500,00) per
month. The first monthly payment of rent shall include any prorated rental for
the period from the Commencement Date of the Lease Term to the first day of the
first full calendar month in the Lease Term. Rent will be made payable to B & R
Enterprises, Inc. and mailed to X.X. Xxx 000, Xxxxxxxx, Xxxxxxxx 00000.
b. Extended Terms. The yearly rental to be paid during
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each extended term of this Lease shall be adjusted to reflect changes in the
cost of living in the manner hereinafter set forth. As used herein, Price Index
shall mean the Consumer Price Index, All Urban Consumers (CPI-U) [1982-84=100]
(All Cities) , as complied and published by the Bureau of Labor Statistics of
the United States Department of Labor. In the event the Price Index should be
computed on a different basis, appropriate adjustments shall be made for the
purpose of the computations hereunder. If the Department of Labor should
discontinue publishing the Price Index, then a comparable index published by
another branch or department of the federal government or by a recognized
financial institution shall be used as the basis for such adjustments. The
yearly rental for each extended term of this Lease shall be determined by
multiplying $30,000 by the quotient resulting from the division of the index
number for the month of the expiring term by the corresponding index number for
the month in which the "Commencement Date" begins.
4. Use of Demised Premises. Tenant covenants and agrees to use
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and occupy the Demised Premises for the operation of a financial institution and
other uses incidental thereto.
5. Repairs, Alterations and Improvements. Tenant shall, at its
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own cost and expense, make the initial improvements to the Demised Premises
which are described on Exhibit D attached hereto.
Tenant shall, throughout the term of this Lease and any extensions or
renewals thereof, keep the Demised Premises (including the interior surface of
the exterior walls) in as good a repair and condition as the same are in upon
the commencement of this lease, reasonable wear and tear and damage caused by
fire or other casualty excepted. Landlord shall, throughout the termof this
Lease and any extensions or renewals thereof, maintain and cause to be kept in
good repair the foundation, the roof, structural soundness of the floor, the
exterior walls of the Building (excluding the interior surface of the exterior
walls but including the exterior and interior portions of all windows, doors and
plate glass), the heating and air conditioning, the exterior water, sewage and
gas and electrical services up to the point of entry to the Demised Premises.
Any damage to the Demised Premises caused by the failure to maintain the
exterior and structural components shall not be the responsibility of Tenant.
Tenant shall be responsible for providing minor repairs (i.e., less than $500)
to the plumbing and electrical systems for the Building. Landlord shall be
responsible for all major repairs, except those caused by the neglect or actions
of Tenant.
Tenant shall have the right, at its own expense (subject to the prior
written consent of Landlord for substantial improvements), to make any
additional improvements, repairs or alterations to the Demised Premises which it
deems advisable so long as such improvements, repairs or alterations shall not
lessen the value of the Demised Premises or weaken the structural strength of
the Building. Tenant shall keep the Demised Premises free and clear of all liens
of contractors, materialmen, laborers and suppliers with whom it shall contract
for the furnishing of goods and services for the Demised Premises and shall
indemnify and save harmless Landlord from any claims resulting therefrom. Any
improvements made by Tenant which become affixed to the Demised Premises may be
removed by Tenant upon termination of this Lease. Notwithstanding anything set
forth above, Landlord shall have no responsibility for maintaining the
improvements made to the property by Tenant.
6. Completion of Demised Premises. Tenant agrees to accept
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possession of the Demised Premises in an "AS IS" condition. Tenant shall be
responsible for
all improvements to be made to the Demised Premises to enable Tenant to conduct
its business.
7. Common Area Maintenance. Landlord shall be responsible for the
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maintenance of the parking lot pavement/surface serving the Demised Premises.
Tenant shall be responsible for external cleaning, resurfacing (general
maintenance only), stripping and all other general outside maintenance.
8. Taxes and Insurance. During the term of this Lease, Landlord
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agrees to pay the ad valorem real estate taxes, special assessments and
improvements liens levied against the Demised Premises. Each party agrees to
maintain and pay for fire and extended coverage insurance for their respective
interest in the Demised Premises and each party shall maintain public liability
insurance on the Demised Premises.
9. Inspection; Access. Landlord and its agents or other
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representatives shall be permitted to enter the Demised Premises at reasonable
times upon at least twenty-four (24) hours advance notice to Tenant (i) to
examine, inspect and protect the Demised Premises and the Building and (ii)
during the last three (3) months of the original or any renewal term, to show it
to prospective tenants.
10. Surrender of Demised Premises. Tenant shall, at the end of
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the Lease Term, or any extension thereof, promptly surrender the Demised
Premises in good order and condition and in conformity with the applicable
provisions of this Lease, excepting only reasonable wear and tear.
11. Quiet Enjoyment. Landlord warrants that it is the owner of
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the Demised Premises hereby leased and that Tenant, upon paying the rent and
performing the covenants on its part to be kept and performed, as herein
contained, shall have quiet enjoyment of his term and may peaceably and quietly
hold, use and enjoy the Demised Premises during the term of this Lease.
Landlord warrants and represents that the premises adjacent to the Demised
Premises shall not be used in any manner which interferes with or affects
Tenants' use of the Demised Premises.
12. Eminent Domain. If the Demised Premises (or the use,
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occupancy or access to or of the Demised Premises) shall be taken or condemned
by any governmental or quasi-governmental authority for any public or quasi-
public use or purpose (including sale under threat of such a taking), or if the
Landlord elects to convey title to the condemnor by a deed in lieu of
condemnation, or if all or any portion of the Demised Premises are so taken,
condemned or conveyed and , as a result thereof, in Tenant's reasonable economic
judgment, the Demised Premises cannot be used for Tenant's permitted use as set
forth herein, then this Lease shall cease and terminate as of the date when
title vests in such governmental or quasi-
governmental authority and the rent shall be abated on the date when such title
vests in such governmental or quasi-governmental authority.
13. Casualty Damage. In the event of damage to or destruction of
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the Demised Premises caused by fire or other casualty, or any such damage or
destruction to the Building or the facilities necessary to provide services and
normal access to the Demised Premises in accordance herewith, Landlord shall
undertake to make repairs and restorations with reasonable diligence as
hereinafter provided, unless this Lease has been terminated by Landlord or
Tenant as hereinafter provided or unless any mortgagee which is entitled to
receive casualty insurance proceeds fails to make available to Landlord a
sufficient amount of such proceeds to cover the cost of such repairs and
restoration. If (i) the damage is of such nature or extent that, in Landlord's
or Tenant's reasonable judgment, more than ninety (90) days would be required
(with normal work crews and hours) to repair and restore the part of the Demised
Premises or Building which has been damaged, or (ii) the Demised Premises or the
Building is so damaged that, in Landlord's reasonable judgment, it is
uneconomical to restore or repair the Demised Premises or the Building, as the
case may be, or (iii) less than one (1) year then remains on the current Lease
Term, Landlord shall so advise Tenant promptly, and either party, in the cases
described in clauses (i) and (iii) above, or Landlord, in the case described in
clause (ii) above, within thirty (30) days after any such damage or destruction
shall have the right to terminate this Lease by written notice to the other, as
of the date specified in such notice, which termination date shall be no later
than thirty (30) days after the date of such notice. In the event of
fire or other casualty damage, provided this Lease is not terminated pursuant to
the terms of this paragraph and is otherwise in full force and effect, Landlord
shall proceed diligently to restore the Demised Premises to substantially its
condition prior to the occurence of the damage. Landlord shall not be obligated
to repair or restore any alterations, additions, fixtures or equipment which
Tenant may have installed (whether or not Tenant has the right or the obligation
to remove the same or is required to leave the same on the Demised Premises as
of the expiration or earlier termination of this Lease) unless Tenant, in a
manner satisfactory to Landlord, assures payment in full of all costs as may be
incurred by Landlord in connection therewith.
Tenant shall, at its sole expense, insure the value of its leasehold
improvements, fixtures, equipment and personal property located in or on the
Demised Premises. If there are any such alterations, fixtures or additions and
Tenant does not assure or agree to assure payment of the cost of restoration or
repair as aforesaid, Landlord shall have the right to restore the Demised
Premises to substantially the same condition as existed prior to the damage
excepting such
alterations, additions or fixtures.
The validity and effect of this Lease shall not be impaired in any way
by the failure of Landlord to complete repairs and restoration of the Demised
Premises or of the Building within ninety (90) days after commencement of the
work, even if Landlord had in good faith notified Tenant that the repair and
restoration could be completed within such period, provided that Landlord
proceeds diligently with such repair and restoration and provided, further, that
in the event any such repairs delay Tenant from resuming its business at the
Demised Premises for more than one hundred twenty (120) days after the date of
casualty, for any reason, Tenant may terminate this Lease by giving written
notice thereof to Landlord. In the case of damage to the Demised Premises which
is of a nature or extent that Tenant's continued occupancy of all or a part of
the Demised Premises is substantially impaired to the extent that Tenant cannot
conduct its business therein, then the Rent otherwise payable by Tenant
hereunder shall be equitably abated or adjusted from the date of such casualty
throughout the duration of such impairment.
14. Insurance; Indemnification: Waiver of Subrogation. Tenant
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covenants and agrees to exonerate, indemnify, defend, protect and save Landlord,
its representatives and Landlord's managing agent, if any, harmless from and
against any and all claims, demands, expenses, losses, suits and damages as may
be occasioned by reason of (i) any accident or matter occuring on or about the
Demised Premises, causing injury to persons or damage to property (including,
without limitation, the Demised Premises), unless such accident or other matter
resulted in whole or in part from the negligence or otherwise tortious act of
Landlord or Landlord's agents, servants, invitees, or employees, (ii) the
failure of Tenant fully and faithfully to perform the obligations and observe
the conditions of this Lease, and (iii) the negligence or otherwise tortious act
of Tenant, its agents, servants, invitees or employees. Tenant shall maintain
in full force and effect, at its own expense, comprehensive general liability
insurance (including a contractual liability and fire legal liability insurance
endorsement) naming as an additional insured Landlord against claims for bodily
injury, death or property damage in amounts not less than $1,000,000.00 At or
prior to the Commencement Date, Tenant shall deposit certificates evidencing the
insurance coverage required by this paragraph and shall deposit with Landlord
renewals thereof within twenty (20) days of Landlord's written request therefor.
Said policy or policies of insurance or certificates thereof shall have attached
thereto an endorsement that such policy shall not be canceled without at least
thirty (30) days prior written notice to Landlord that no act or omission of
Tenant shall invalidate the interest of Landlord under said insurance and
expressly waiving all rights of subrogation as set forth below.
At Landlord's request, Tenant shall provide Landlord with a letter from an
authorized representative of its insurance carrier stating that Tenant's current
and effective insurance coverage complies with the requirements contained
herein.
Landlord and Tenant hereby release the other from any and all
liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise for any loss or damage to property
covered by insurance then in force, even if any such fire or other casualty
occurrence shall have been caused by the fault or negligence of the other party,
or anyone for whom such party may be responsible. Landlord and Tenant further
agree to provide such endorsements for said insurance policies required
hereunder agreeing to the waiver of subrogation as required herein.
Landlord covenants and agrees to exonerate, indemnify, defend, protect
and save Tenant, harmless from and against any and all claims, demands,
expenses, losses, suits and damages as may be occasioned by reason of (i) any
accident or matter occuring on or about the Building, causing injury to persons
or damage to property (excluding the Demised Premises) , unless such accident or
other matter resulted from the negligence or otherwise tortious act of Tenant or
Tenant's agents, servants, invitees or employees, (ii) the failure of Landlord
fully and faithfully to perform the obligations and observe the conditions of
this Lease, and (iii) the negligence or otherwise tortious act of Landlord, its
agents, servants, invitees or employees. Landlord shall maintain in full force
and effect, at its own expense, comprehensive general liabliity insurance
(including a contractual liability and fire legal liability insurance
endorsement) against claims for bodily injury, death or property damage in
amounts not less than $1,000,000.00 , and shall maintain in full force and
effect " all risk" property damage insurance in an amount equal to the full
replacement value of the Building, including the Demised Premises, as such may
change from time to time.
15. Signage. During the term of this Lease, Tenant shall be
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permitted to place signs at the locations marked on Exhibit A in conformity with
the sign specifications described on Exhibit E and approved by the Landlord.
Tenant shall remove said signs when the term of this Lease shall terminate.
16. Utilities. Tenant shall pay all charges for all utilities and
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services used by it and supplied by Landlord, public utility or public authority
or any other person, firm or corporation.
Landlord shall maintain the necessary mains, conduits, wires and cable
to bring water, gas and electricity to the Demised Premises. Landlord shall be
responsible for providing meters which provide service solely to the Demised
Premises.
17. Covenants of Landlord. Landlord warrants, represents and
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covenants as follows:
a. Landlord warrants that it is the owner of the Demised Premises
and that the same is free and clear of liens and encumbrances, except as
provided in any non-disturbance agreement delivered herewith.
b. Landlord has the authority to execute this Lease.
c. To the best of its knowledge, there are no known defects or
structural, electrical, plumbing, heating or air conditioning problems with the
Demised Premises.
d. To the best of its knowledge, the Demised Premises complies with
all federal, state and local laws, regulations, building and fire codes.
e. To the best of its knowledge, Landlord covenants and represents
the availability of all utilities, access, zoning or any other fact bearing upon
the suitability or adaptability of the Demised Premises for uses contemplated
by the Tenant.
f. Landlord covenants that it will not lease property within one
mile of the Demised Premises, during the term of this Lease, to another bank or
financial institution.
18. Default; Termination of Lease. In the event that Tenant
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should default in the payment of the rent reserved herein, or in the event that
Tenant becomes bankrupt, insolvent or makes an assignment for the benefit of
creditors, or if a receiver is appointed for the business of Tenant, or in the
event that Tenant defaults in the performance of any of its other obligations
hereunder, then Landlord may, at its election, (1) terminate this Lease
forthwith and/or (2) reenter and repossess the Demised Premises without notice
or demand therefor other than as is hereinafter in this paragraph provided.
Should default in the payment of rent herein occur, then, in addition to its
other rights hereunder, Landlord may, at its election, declare all of the
balance of the rental for the remaining term of this Lease immediately due and
payable. No default or breach of any covenant hereunder shall be deemed to have
occurred on the part of Tenant until written notice of such default or breach
shall have been given to Tenant and the said Tenant shall have failed to remedy
such default or breach within fifteen (15) days after receiving said notice.
Any waiver of any default hereunder shall not be construed to be a waiver of the
rights of Landlord in the event of a subsequent or other default. Reentry and
repossession by Landlord shall not prejudice any remedies which Landlord may
otherwise have under appropriate state laws for the recovery of the arrears of
rent or for damages for the breach of this Agreement.
In the event of a default by Landlord of its covenants and warranties
set forth
herein, or Landlord defaults in the performance of its obligations hereunder,
and any of these events go unremedied within fifteen (15) days after receiving
notice thereof, Tenant may, at its option, terminate this Lease forthwith or
pursue such other remedies as may be available to it for the breach of this
Agreement.
19. Waste. Tenant shall not commit waste in or upon the
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Demised Premises, and, upon the expiration or termination of this Lease, will
redeliver the Demised Premises to Landlord in good condition and repair, subject
only to reasonable wear and tear.
20. Subordination; Non-Disturbance and Attornment. This Lease
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and the estate, interest and rights hereby created are subordinate to any
mortgage now or hereafter placed upon the Demised Premises, including, without
limitation, any mortgage on any leasehold estate, and to all renewals,
modifications, consolidations, replacements and extensions of same as well as
any substitutions therefor. Tenant agrees that in the event any person, firm,
corporation or other entity acquires the right to possession of the Demised
Premises, including any mortgagee or holder of any estate or interest having
priority over this Lease, Tenant shall, if requested by such person, firm,
corporation or other entity, attorn to and become the tenant of such person,
firm, corporation or other entity, upon the same terms and conditions as are set
forth herein for the balance of the Lease Term, provided, however, that Tenant
receives a non-disturbance agreement from any such mortgagee or holder of any
estate or interest having priority over this Lease. Tenant's obligation to
subordinate its interest hereunder and to attorn to such prior interest holder
is expressly conditioned upon Tenant receiving the foregoing non-disturbance
agreement. Notwithstanding the foregoing, any mortgagee may, at any time,
subordinate its mortgage to this Lease, without Tenant's consent, by notice in
writing to Tenant, and thereupon this Lease shall be deemed prior to such
mortgage without regard to their respective dates of execution and delivery,
and, in that event, such mortgagee shall have the same rights with respect to
this Lease as though it had been executed prior to the execution and delivery of
the mortgage. Tenant, if requested by Landlord, shall execute any such
instruments in recordable form as may be reasonably required by Landlord in
order to confirm or effect the subordination or priority of this Lease, as the
case may be, and the attornment of Tenant to future landlords in accordance with
the terms of this paragraph.
Provided this Lease shall at all times be in full force and effect and
provided, further, that there shall exist no Event of Default by Tenant
hereunder, the right of possession by Tenant to possess and quietly enjoy the
Demised Premises and any or all of Tenant's rights under this Lease shall not be
affected in any way or disturbed by any lender doing business with Landlord in
the exercise of any such
lender's rights under any formal agreements between such lender and Landlord.
Tenant shall not be named as a party defendant to any foreclosure of any lien of
any mortgage for the purpose of terminating this Lease, and Tenant shall not, by
an such foreclosure, be in any other way foreclosed from its rights under this
Lease.
In the event that any such lender or its successors or assigns comes
into possession of the Demised Premises or acquires the leasehold interest of
Landlord by foreclosure of any mortgage between any such lender and Landlord, or
by proceedings on any note executed by Landlord in favor of any such lender or
otherwise, this Lease shall not be terminated by any such foreclosure or
proceedings; and this Lease shall continue in full force and effect upon
Tenant's attornment, as provided herein, as a direct lease between Tenant and
any such lender upon the same terms, covenants, conditions and agreements set
forth in this Lease.
In the event that the Demised Premises or Landlord's leasehold
interest therein is sold or otherwise disposed of pursuant to any right or power
contained in any mortgage or any note between any such lender and Landlord, or
as a result of proceedings thereon, this Lease shall not be terminated or
affected thereby, and the purchaser of the Demised Premises or of Landlord's
leasehold interest therein or any person or entity acquiring title thereto shall
so acquire it, subject to this Lease; and this Lease shall continue in full
force and effect upon Tenant's attornment, as provided herein, as a direct lease
between Tenant and any party acquiring title to Landlord's leasehold interest
therein, as aforesaid, upon the same terms, covenants, conditions and agreements
set forth in this Lease.
In the event that there is a current mortgagee or lender with an
interest in the Demised Premises which is superior to the interest of Tenant
hereunder, Landlord and Tenant hereby agree that on or before the date of
execution of this Lease by Tenant, Landlord shall deliver a non-disturbance
agreement to Tenant in a form and content reasonably acceptable to Landlord,
executed by such mortgagee or lender and expressly stating the agreement of such
mortgagee or lender to comply with the provisions of this paragraph.
21. Estoppel Certificate. Tenant shall, at any time and from time
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to time, execute, acknowledge and deliver to Landlord a statement in writing
certifying:
g. that this Lease is unmodified and in full force and
effect (or if there has been any modification thereof, that the same is in full
force and effect modified);
h. that Landlord is not in default under this Lease (or
if any such default exists the specific nature and extent thereof); and
i. that date to which rent and other charges have been
paid in
advance, if any.
22. Brokers. Each party represents and warrants to the other that
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they have not made any agreement or taken any action which may cause anyone to
become entitled to a commission as a result of the transaction contemplated by
this Lease, and each will indemnify and defend the other form any and all
claims, actual or threatened, for compensation by any such third person by
reason of such party's breach of their representation or warranty contained in
this paragraph.
23. Notice. Any notice to be given to Tenant hereunder may be
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given by certified mail, return receipt requested, addressed to Tenant at:
Matewan Bancshares
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
and such notice shall be deemed to have been given at the time of the posting of
such mail. Any notice to be given to the Landlord hereunder shall be given in
the same manner and to the same effect when addressed to Landlord in care of:
B & R Enterprises, Inc.
X.X. Xxx 000
Xxxxxxxx, XX 00000
Such addresses for notice may be changed from time to time by either party
giving notice to the other party of such change as provided herein.
24. Liens. Tenant will keep the Demised Premises and the
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center free and clear of all mechanics' liens or other liens on account of work
done for Tenant or persons claiming under it.
25. Relationship of Parties. Nothing contained herein will be
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deemed or construed by the parties hereto, nor by any third party, as creating
the relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein nor any
acts of the parties herein, will be deemed to create any relationship between
the parties hereto other than the relationship of Landlord and Tenant.
26. Non-Waiver or Defaults. No waiver of any default by Tenant
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to take any action on account of such default if such default persists or is
repeated, and no express waiver shall effect any default other than the default
specified in the express waiver, and that only for the time and to the extent
therein stated. The acceptance by Landlord of rent with knowledge of the breach
of any of the covenants of this Lease by Tenant shall not be deemed a waiver of
any such breach.
27. Binding Effect. The covenants and agreements herein
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contained shall extend to and be binding upon the parties hereto, their
respective heirs, personal
representatives, successors and assigns.
28. Marginal Titles. The marginal titles appearing in this
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lease are for reference only and shall not be considered a part of this Lease or
in any way to modify, amend or affect the provisions thereof.
29. Short Form Lease. The parties hereto agree that at or
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prior to the commencement of the term, they will execute, acknowledge and
deliver a short form of Lease to the end that same may be recorded among the
records of the county in which the Demised Premises is located.
30. Governing Law. This Lease shall be governed by and
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construed in accordance with the laws of the State of Virginia.
31. Assignment and Subletting. Tenant shall not assign or
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sublet the Demised Premises without the prior written consent of the Landlord,
except that Tenant may assign or sublet the Demised Premises to an affiliate of
Bank and, in the case of a Bank merger or asset purchase, to the surviving
entity.
IN WITNESS WHEREOF, the corporate parties by their corporate officers
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thereunto duly authorized, hereto have caused their names to be hereunto signed,
all as of the day and date first above written.
B & R ENTERPRISES, INC.,
a Virginia corporation,
By
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Its
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MATEWAN BANCSHARES, INC.,
a Delaware corporation,
By
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Its
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EXHIBIT A
(Building)
Begin Map
(End Map)
EXHIBIT A
(Parking)
Begin map
(End Map)
THIS DEED, made and entered into, this the 12th day of August, 1968, by and
between Xxxxx X. Xxxxx and Xxxxx X. Xxxxx, his wife, parties of the first part,
and B & R Enterprises, Inc., a Virginia corporation, party of the second part;
WITNESSETH:
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That for and in consideration of the sum of One Dollar ($1.00) in hand
paid, and other valuable consideration, the receipt of which is hereby
acknowledged, the said Xxxxx X. Xxxxx and Xxxxx X. Xxxxx, each in his own right
and each as consort of the other, parties of the first part, do hereby grant and
convey, with covenants of general warranty of title, unto the said B & R
Enterprises, Inc., a corporation party of the second part, all of those eleven
(11) certain lots or parcels of land, situate and being in the Town of Tazewell,
Tazewell County, Virginia, at Four Way, on the north side of Highway No. 19-460,
and on the west side of Xxxxxxx Xx. 00 and south of Walnut Street, being the
same property which was conveyed to the parties of the first part herein by Xxx
Xxxxxx and wife by deed dated the 29th day of May, 1963, which said deed is
found of record in the Clerk's Office of Tazewell County, Virginia, in Deed Book
305, at page 274, and which said real estate is therein described as follows,
to-wit:
"That certain lot designated as Four Way and being the lot lying to the
north of Xxxxxxx XX. 00 & 460 which was conveyed to Xxx Xxxxxx by C. Xxxxx
Xxxxxx and wife by deed dated March 31, 1944, of record in the Clerk's Office of
the Circuit Court of Tazewell County, Virginia, in Deed Book 157, page 285, and
Lots Nos. Fifty-Three (53), Fifty-Four (54), Fifty-Five (55), Fifty-Six (56),
Fifty-Seven (57) and the eastern forty-five (45) feet of Lot No. Fifty-Eight
(58), Ninety (90), Ninety-One (91), Ninety-Two (92), and Ninety-Three (93), as
shown and designated on a plat on a plat with certificate by C. Xxxxx Xxxxxx and
Xxxxxx X. Xxxxxx, his wife, dated October 7, 1944, as "Land of C. Xxxxx Xxxxxx
Divided", which plat and certificate are of record in the
Exhibit B
Book 343 Page 672
Clerk's Office of the Circuit Court of Tazewell County, Virginia in
Deed Book 160, page 18.
"It is understood by and between the parties hereto that this
conveyance is made subject to the exceptions, conditions, reservations and
restrictions set forth in the aforesaid certificate and plat and referred to in
said deeds, and is also made
subject to the easement of the Appalachian Electric Power Company granted to it
by C. Xxxxx Xxxxxx and wife by deed dated October 7, 1944, of record in said
Clerk's Office in Deed Book 159, page 515, to which reference is hereby made."
WITNESS the following signatures and seals.
, (SEAL)
----------------------------
Xxxxx X. Xxxxx
, (SEAL)
----------------------------
Xxxxx X. Xxxxx
State of Virginia,
County of Tazewell, to-wit:
I, Xxxxxxx Xxxx , a Notary Public in and for
--------------------------------------
the County of Tazewell, in the State of Virginia, do hereby certify that Xxxxx
X. Xxxxx and Xxxxx X. Xxxxx, his wife, whose names are signed to the foregoing
writing, bearing date on the 12th day of August, 1968, have each acknowledged
the same before me, in my County and State aforesaid.
My commission expires Sept. 26, 1970 .
-----------------------------
Given under my hand, this 2nd day of October, 1968.
------
Xxxxxxx Xxxx
--------------------------------------
Notary Public
VIRGINIA: In the Clerk's Office of Tazewell Circuit Court Oct. 2 19 68
-------- ----
This deed was presented and upon the annexed Certificate of acknowledgement
admitted to record at 10:15 am The taxes imposed by 58:54 (a) & (b) of the Code
have been paid. Teste:
X.X. Xxxxxxx , Deputy Clerk
-------------------
EXHIBIT C
---------
FORM OF
CONFIRMATION OF LEASE TERM
THIS CONFIRMATION OF LEASE TERM is made this 24th day of
-------------------------------- ----
November, 1997, between B & R ENTERPRISES, INC. ("Landlord")
-------- -----------------------
and MATEWAN BANCSHARES, INC. ("Tenant").
------------------------
Landlord and Tenant have entered into a certain Agreement of Lease
(the "Lease") dated November 24, 1997, demising certain space consisting of 3240
rentable square feet. All of the capitalized terms herein shall have the same
respective definitions as set forth in the Lease.
Pursuant to the provisions of paragraph 2 of the Lease, Landlord and
Tenant, intending to be legally bound hereby, acknowledge and agree that the
Commencement Date shall be the 22nd day of February , 1998, and that the term of
---- ---------
the Lease shall end on the 22nd day of February , 2003, at 11:59 p.m., unless
---- ---------
sooner terminated or extended, as provided in the Lease. As supplemented
hereby, the Lease shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
------------------
Confirmation of Lease Term this 24th day of November , 1997.
---- -----------
LANDLORD:
B & R ENTERPRISES, INC., a
Virginia corporation
By
-------------------------------------
Its
-----------------------------------
TENANT
MATEWAN BANCSHARES, INC., a
Delaware corporation
By
-------------------------------------
Its
-----------------------------------
