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DEED OF TRUST
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THIS DEED, made this 6th day of FEBRUARY, 1998, between XXXXXXX X. XxXXXXX
and XXXXX X. XxXXXXX, herein called Grantors, and GRAD, XXXXX & KLEWANS, P.C. (a
Virginia Professional Corporation), Trustee, and CUISINE SOLUTIONS, INC., herein
called Beneficiary;
WITNESSETH that the said Grantors grant unto the said Trustee, with
general warranty and power of sale, all that certain real property together with
improvements located thereon situated in the County of Fairfax, State of
Virginia, more particularly described as follows:
XXX 00, XXXXXXX XX XXXXX XXXXX XXXXXXXX I, AS THE SAME APPEARS DULY
DEDICATED, PLATTED AND RECORDED IN DEED BOOK 9856, PAGE 1525, AMONG THE
LAND RECORDS OF FAIRFAX COUNTY, VIRGINIA
IN TRUST to secure to the holder or holders of the herein after described
note (hereinafter sometimes referred to as Beneficiary) the payment of the
principal sum of FOUR HUNDRED TWENTY THOUSAND DOLLARS ($420,000.00) with
interest at the rate of Six and One-Half per centum (6 1/2%) per annum, payable
in full on October 1, 2002, and evidenced by a certain negotiable promissory
note, bearing even date herewith and executed by Grantors to the order of the
Beneficiary.
NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF
SALE OR CONVEYANCE OF THE PROPERTIES CONVEYED.
The said Grantors covenant to pay the debts hereby secured, and, during
the continuance of this trust, to pay all taxes and assessments on said premises
when due, and to keep the improvements thereon insured against all hazards in
some responsible insurance company for such amount and in such company or
companies as the said Trustee may elect, and to assign the same to said Trustee,
and any amount received from the said insurance shall be applied to the
reduction of the debt hereby secured, unless the holder or holders thereof shall
waive the right to have the same so applied.
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The said Grantors covenant that no act or thing shall be done to
depreciate or impair the value of the property hereby conveyed or any
improvements thereon during the continuance of this trust.
The said Grantors covenant that all awnings, door and window screens,
mantels, cabinets, linoleum, stoves, shades, blinds, mechanical refrigerators,
fuel burning system and equipment, water heaters, radiator covers, and all
plumbing, heating, lighting, cooking, ventilating, cooling, air-conditioning and
refrigerating apparatus and equipment, and each and every interior improvement
and fixture, and movable or immovable, of every kind and description, in and
upon said land and premises, or used in connection therewith, and all additions
and replacements thereto, are and shall be deemed to be fixtures and shall be
an accession to the freehold and a part of the realty, and the same are covered
by this deed of trust and included in the terms "land," "real estate" and
"premises" wherever used herein.
The said Grantors covenant that in order to secure further the payment of
said indebtedness and the interest thereon, the Grantors hereby assign unto the
holder of said indebtedness all of the rents that may from time to time become
due and payable on account of any lease now existing or that may hereafter come
into existence in respect to the above-described real estate, and the holder of
the said indebtedness is hereby fully authorized and empowered in his discretion
to collect all such rents; and all money so received under this assignment shall
be applied in the reduction of said indebtedness, after first deducting
therefrom such reasonable costs and expenses, including attorney's fees, court
costs, and such other items of expenses as may be incurred in and about the
collection of said rents; provided, however, that his assignment of rents shall
not become effective until there shall be default in the payment of the said
indebtedness or a default in one of the other covenants hereof.
Whenever in this instrument the context so requires, the masculine gender
includes the feminine and neuter, the singular number includes the plural, and
the plural number includes the singular.
The said Grantors covenant that upon default being made in the payment of
the indebtedness hereby secured when and as payment shall become due and
payable, or upon default being made in the payment of any such taxes and
assessments, or to so insure, or upon default in the payment after demand of any
sum or sums advanced by the holder of said indebtedness or any part thereof on
account of any cost, counsel fees or expenses of this trust, or on account of
any taxes, assessments, liens, deed of trust, or other encumbrances on said land
or premises, prior to lien to this trust, with interest thereon at Six and
One-Half Percent (6 1/2%) per annum from the date of advance (it being agreed
that on default in payment of costs, fees, expenses, taxes or assessments, or
insurance, or expense of litigation, or such prior lien, deed of trust or other
encumbrance as aforesaid, the same may be paid by the holder or holders of said
indebtedness or any part thereof, and all sums advanced in so doing, with
interest as aforesaid, shall forthwith attach as a lien hereunder and be
demandable at any time); or upon the breach of any of the covenants herein
contained; then upon any and every such default so made the entire
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balance shall become due and payable, at the option of the holder of said
indebtedness, and at any time thereafter, upon being requested so to by the
holder of any part of said indebtedness, the said Trustee shall sell the
property hereby conveyed at public auction for cash, after advertising the
time, terms and place of sale in some newspaper having a general circulation
in said county or city once each week for four successive weeks, and shall
convey the same to, and at cost of, the purchaser thereof, who shall not be
required to see to the application of the purchase money, and of the proceeds
of said sale, first, to pay all proper costs, charges and expenses, all taxes
and insurance premiums paid by any party secured by this trust, or that may be
unpaid, and to retain as compensation of five percent upon the gross amount of
said sale; secondly, to pay what may then remain unpaid of said indebtedness,
and any sums advanced by the holder or holders thereof to protect that same
aforesaid, and the interest thereon, if any, and, lastly, to pay the remainder,
if any, to the said Grantors, or their assigns.
Upon discharge of all the debts, duties and obligations imposed by this
deed upon the Grantors, including any expenses incurred preparatory to sale,
then upon Grantors' request the trustee shall execute and deliver a good and
sufficient deed of release at the Grantors' own proper costs and charges.
It is hereby further covenanted and agreed that this Deed of Trust shall
be construed to impose and confer upon the parties hereto, and the beneficiaries
hereunder, all the rights, duties and obligations set forth in Sections 55-58
and 55-59 through 55-59.4 of the Code of Virginia, and acts amendatory thereof,
except as herein otherwise provided; and in short form provided in Section 55-60
the following provisions:
Deferred Purchase Money
Exemption Waived
Subject to all upon default
Substitution of Trustee permitted
Any Trustee may act
Right of Anticipation reserved
WITNESS the following signatures and seals:
/s/ XXXXXXX X. XxXXXXX
----------------------------(SEAL)
XXXXXXX X. XxXXXXX
/s/ XXXXX X. XxXXXXX
----------------------------(SEAL)
XXXXX X. XxXXXXX
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STATE OF VIRGINIA
CITY/COUNTY OF FAIRFAX, to-wit:
I, the undersigned, a Notary Public for the City/County aforesaid, in the
State of Virginia, whose commission expires on the 28th day of February, 1999,
do certify that XXXXXXX X. XxXXXXX and XXXXX X. XxXXXXX, whose names are signed
to the foregoing deed, did acknowledge the same before me.
GIVEN under my hand and seal this 6th day of February, 1998.
/s/ XXXXXXXXXX X. XXXXXX
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Notary Public
XXXXXXXXXX X. XXXXXX
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DEED OF TRUST NOTE
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U.S. $420,000.00 Alexandria, Virginia
FEBRUARY 6, 1998
For value received, the undersigned promise to pay to the order of CUISINE
SOLUTIONS, INC., the sum of FOUR HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS
($420,000.00) with interest thereon from date until paid at the rate of Six and
One-Half Percent (6 1/2%) per annum negotiable at such place as the holder of
the note may designate in writing.
Makers shall make payments as follows: (1) pay over the net equity
proceeds from the sale of the property described as 000 Xxxxxx Xxxx Xxxx, Xxxxx
Xxxxxxxx, Xxxxxxx 00000, within 3 days of the date of sale of that property
(with regard to the Georgia property, this Note shall be deemed to be due within
three years from the date hereof if said property is not sooner sold so that the
noteholder may foreclose upon said property and apply the foreclosure proceeds
to the payment of this Note if the property has not been sold by that time); (2)
annually, $55,000.00 to be withheld from bonuses earned from employment with
Cuisine Solutions, Inc. (however if the bonuses, after withholdings, are greater
than $55,000.00, the annual payment shall be an amount equal to the net annual
bonus); and (3) all outstanding balances of this Note, including principal with
interest accrued thereon, shall become due and payable in full on October 1,
2002.
Makers reserve the privilege to prepay the principal balance at any time
without penalty.
If suit is brought to collect this Note, the Noteholder shall be entitled
to collect all reasonable costs and expenses of suit, including but not limited
to reasonable attorney's fees.
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Presentment, notice of dishonor and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors, and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Deed of Trust and
a Deed to Secure Debt, dated same date herewith, and reference is made thereto
for the rights of the Noteholder as to acceleration of the indebtedness
evidenced by this Note.
The undersigned agrees that Cuisine Solutions, Inc. shall have the right
to deduct the above referenced payments from any amount Cuisine Solutions, Inc.
would otherwise owe to Xxxxxxx X. XxXxxxx.
/s/ XXXXXXX X. XxXXXXX
----------------------------(SEAL)
XXXXXXX X. XxXXXXX
/s/ XXXXX X. XxXXXXX
----------------------------(SEAL)
XXXXX X. XxXXXXX
This is to certify that this is the note described in and secured by a
Deed of Trust and a Deed to Secure Debt dated same date herewith on property
located in Fairfax County, Virginia, and in Stone Mountain, Georgia,
respectively.
/s/ XXXXXXXXXX X. XXXXXX
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Notary Public
My commission expires: 2/28/1999
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