HomeMy WebLinkAbout962851SPECIAL WARRANTY DEED
(IN LIEU OF FORECLOSURE)
Donald F. King, Plan Administrator for the Bankruptcy Estate of North Shore Capital, Inc., a
Virginia corporation, Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt of which is hereby acknowledged, grants' and
conveys to Security National Bank of Omaha, a national banking association, Grantee, whose
address is P. O. Box 31400, Omaha, NE 68131 -0400, the following described real estate, situated
in Lincoln County, State of Wyoming (the "Property), to wit:
Lot 44 of Alpine Meadows Subdivision, Lincoln County, Wyoming, according to that plat filed
August 23, 2005 in the Office of the Lincoln County Clerk (the "Clerk's Office as Plat No.
206 -A.
TOGETHER WITH all improvements and appurtenances thereunto belonging.
SUBJECT to reservations and restrictions contained in the United States Patent Office and to
easements and rights -of -way of record or in use.
BUT IT IS HEREBY EXPRESSLY ACKNOWLEDGED AND AGREED that:
A. This Special Warranty Deed and the conveyance being made hereby are being
executed, delivered and accepted in lieu of foreclosure, and the same shall be interpreted and
construed as an absolute conveyance to Grantee of all right, title and interest in the Property,
including specifically, but without limitation, any equity or rights of redemption of Grantor
therein or thereto. This conveyance is made pursuant to that certain Stipulation and Consent
Order Authorizing Plan Administrator to Transfer Real Property by Deed in Lieu of Foreclosure
entered January 5, 2012 in the United States Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division, a copy of which is attached hereto as Exhibit A and incorporated
herein by this reference, which order authorized Grantor to convey the Property to Grantee.
B. Grantor, for itself and its successors in interest, expressly limits the covenants of
this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or
other implication, and does hereby covenant that against all persons whomsoever lawfully
claiming or to claim by, through or under Grantor and not otherwise, it will forever warrant and
defend the Property.
C. All of the liens and security interests (collectively, the "Liens that evidence or
secure the payment of those certain promissory notes executed by Thomas G. Hotz, made
payable to grantee, dated July 5, 2007, February 26, 2008, April 3, 2008 and September 30,
2008, including, without limitation, that certain Mortgage dated September 30, 2008, recorded
November 7, 2008 in the Clerk's Office in Book 708, page 656, are not released or relinquished
in any manner or respect whatsoever, and the Liens will not merge with the title acquired by
Grantee hereunder, but shall remain valid and continuous and in full force and effect, unless and
until so merged or released by written instrument executed by Grantee, or its successors and
assigns, and recorded in the Clerk's Office, which instrument may be made as, if and when
Grantee, or its successors and assigns, shall determine in the exercise of its sole discretion.
RECEIVED 1/20/2012 at 2:21 PM
RECEIVING 962851
4850- 4265- 52463 BOOK: 779 PAGE: 625
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
00625
D. There shall not in any event be a merger of any of the Liens with the title or other
interest of Grantee by virtue of this conveyance and the parties expressly provide that each such
interest in the Lien on one hand and title on the other shall be and remain at all times separate
and distinct.
E. The title and other interest of Grantee in the Property conveyed hereunder shall
not merge with the security interests of Grantee in the Property under the Liens and for purposes
of priority as between (i) intervening or inferior liens, claims or encumbrances on or against the
Property and (ii) the Liens, any and all rights of Grantee to exercise its remedies of foreclosure
through a non judicial process or by judicial foreclosure of any of the Liens or any other
remedies are expressly preserved hereby and for purposes of limitations and any other applicable
time -bar defenses, the same are expressly extended as evidenced by this instrument.
F. The priority of the Liens is intended to be and shall remain in full force and effect
and nothing herein or in any instruments executed in connection herewith shall be construed to
subordinate the priority of the Liens to any other liens or encumbrances whatsoever.
WITNESS the hand of Grantor this /V day of January, 2012.
Donald F. King, Plan Ad inistrator for the
Bankruptcy Estate of North Shore Capital,
Inc., a Virginia corporation
COMMONWEALTH OF VIRGINIA
AT LARGE, to wit:
r1 The foregoing instrument was acknowledged before me in the City /County of
Virginia this /9 day of January, 2012, by DONALD F. KING,
Plan A ministrator for the Bankruptcy Estate of North Shore Capital, Inc. a Virginia
corporation.
p g
My commission expires: 3/ r 610 43
Registration Number: a/ 85at
4850- 4265 5246.3 2
4 -46 y 41 otary Public
vvv26
LESLEY BARBARA FINK
Notary Public
Commonwealth of Virginia
121844
My Commission Expires Jul 31, 2013
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In re:
NORTH SHORE CAPITAL, INC.,
Debtor.
4826 -4922- 0365.2
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
Alexandria Division
EXHIBIT
I A
Case No. 10-11564-RGM
Chapter 11
STIPULATION AND CONSENT ORDER AUTHORIZING PLAN ADMINISTRATOR TO
TRANSFER REAL PROPERTY BY DEED IN LIEU OF FORECLOSE
This Stipulation and Consent Order "Consent Order is made by and between
Donald F. King, Plan Administrator "Plan Administrator Security National Bank of
Omaha "SNBO and Prince George's Industrial Properties, LLC "PGI by counsel, to
authorize the Plan Administrator to transfer certain real property known as 605 Aster
Loop, Alpine, Wyoming (the "Property") to SNBO by deed in lieu of foreclosure; and upon
good and sufficient cause appearing herein, IT IS HEREBY FOUND THAT:
1. On March 3, 2010 (the "Petition Date North Shore Capital, Inc. (the
"Debtor filed a voluntary petition under Chapter 11 of the United States Bankruptcy
Code.
2. On March 10, 2011, the Court entered an order approving PGI's Second
Amended Plan of Liquidation (the "Plan
3. Pursuant to Article IV, Section 4.2, the Plan Administrator has, since March
25, 2011, been marketing the Property for sale.
4. To date, the Plan Administrator has been unable to sell the Property and
costs and taxes continue to accrue on the Property.
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5. Pursuant to Article III, Section 3.5, after deducting for the costs and
expenses of sale, SNBO is entitled to all proceeds generated from the sale of the
Property to the extent and priority of its lien.
6. As of the Petition Date, SNBO's lien on the Property was no less than
$618,773.57 (the "C aim
7. Neither the Plan Administrator, SNBO nor PGI anticipate that SNBO's lien
will be reduced by the proceeds generated by the sale of the real property located at
2126 Wyoming Avenue, NW, Washington, D.C.
8. Therefore, SNBO will maintain a Claim in the amount of $618,773.57, which
Claim will remain secured by the Property.
9. Should the Property go to an auction, SNBO would be likely purchaser by
virtue of its credit bid, which auction would not produce any proceeds for the estate.
10. After extensive investigation and marketing, the Trustee has determined
that based on the marketability of the Property, the anticipated proceeds to be received
from the Property and the costs and expenses associated with continuing to market the
Property, it is in the best interests of the estate and in furtherance of the purpose of the
Plan, to transfer the Property to SNBO by deed in lieu of foreclosure.
11. Given that SNBO would be entitled to receive all the proceeds from the sale
of the Property, all necessary parties have consented to this Order.
12.On December 7, 2011, SNBO filed a Motion to Authorize Plan
Administrator to Transfer Real Property by Deed in Lieu of Foreclosure [Docket No. 108]
(the "Motion The deadline for objecting to the Motion was January 3, 2012. No
objections or responses were filed.
4826 -4922- 0365.2
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UPON DUE CONSIDERATION OF SUCH FINDINGS, IT IS ORDERED,
ADJUDGED AND DECREED THAT:
A. Good cause has been shown for the entry of this Consent Order.
B. Entry of this Consent Order is in the best interests of the Debtor's estate
and its creditors.
C. The Plan Administrator is hereby authorized to transfer the Property to
SNBO immediately by deed in lieu of foreclosure.
D. Let the Clerk issue copies of this Consent Order to the parties endorsing
the Order.
/s/ Robert G. Mayer
Dated: Jan 4 2012
Alexandria, VA ROBERT G. MAYER
United States Bankruptcy Judge
4826 -4922- 0365.2
Entered on Docket: January 5, 2012
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We ask for this:
/s/ Donald F. King
Donald F. King, Esquire, VSB No. 23125
Counsel for Plan Administrator
ODIN FELDMAN PITTLEMAN PC
9302 Lee Highway, Suite 1100
Fairfax, Virginia 22031
Direct: 703 218 -2116
Fax: 703 218 -2160
E -Mail: donking @ofplaw.com
4826 -4922- 03652
/s/ Jeremy S. Williams
KUTAK ROCK LLP
Loc Pfeiffer (Va. Bar No. 39632)
Jeremy S. Williams (Va. Bar No. 77469)
1111 East Main Street, Suite 800
Richmond, Virginia 23219 -3500
Telephone: (804) 343 -5210
Facsimile: (804) 783 -6192
Loc. Pfeiffer @KutakRock.com
Jeremy.Williams @KutakRock.com
Counsel for Security National Bank of Omaha
/s/ Mary Kim
DICKSTEIN SHAPIRO LLP
Jeffrey Rhodes (Admitted Pro Hac Vice)
Mary Kim (Va. Bar No. 65629)
1825 Eye Street NW
Washington, D.C. 20006 -5403
Telephone: (202) 420 -3150
rhodesjadicksteinshapiro.com
kimmadicksteinshapiro.com
Counsel for Prince George's Industrial Properties, LLC
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CERTIFICATION OF ENDORSEMENT
Pursuant to the Local Rules of this Court, I hereby certify under penalty of perjury that all
necessary parties have endorsed this Order.
4826 -4922- 0365.2 5
/s /Jeremy S. Williams
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PARTIES TO RECEIVE COPIES
Counsel for Plan Administrator To be served electronically
Counsel for Debtor To be served electronically
4826 -4922- 0365.2
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