HomeMy WebLinkAbout01-0981 PARTIES
DeMor name (last name fir~ if individual) and mailing add.ss:
USRP Funding 2001-A, L.P.
c/o ~.S. Restaurant Properties, Inc.
12240 Inwood Road, Suite 200
Dallas, Texas 75244
75-291 hq04
Debtor name (last name first if individual) and mailing address:
Debtor name (last name first if individual) and mailing address:
fa
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Secured Party(lee) name(s) (lam name first if individual) and address
for security interest int'on-nstion:
Wells Fargo Bank Minnesota, N.A.
1031 10th Avenue, S.E.
Mir~leapolis, MN 55414
41-159R157
Assignee(s) of Secured party(les) name(s) (last name flint if
individual) and address for security interest information:
2a
PeTcial Types of Parties (check if applicable):
he terms "Debtor" and 'Seoured Party" mean "Lessee" and 'Lessor",
rssp~cfivaiy.
[] The terms 'Debtor" and "Secured Party" mean "Consignee" and
"Consignor," respectively.
[] D~btor is a Transmitting Utility.
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SECURED PARTY SIGNATURE(S)
This statement is fi~ed with only the Secured party's signature to pedect
a security interest in coltsteral (check applicable box(~s))-
a. [] acquired after a change of name, identity or corporate structure of
the debtor.
b. [] as to which the filing has lap"~ed.
c. alm..~ady subject to a security interest in another county in Pennsylvania-
II when the collateral was moved to this county.
[] when the Debtor's residence or place of business was mo~ed to
this county.
d. alreedy subject to a security interest in another jurisdiction- [] when the collateral was moved to Pennsylvania.
[] when the Debtor's Iocafion was moved to Pennsylvania.
e. [] which is proceeds of the collateral described in block 9, in which a
security interest was previously pedeofed (also describe proceeds in
block 9, if purchased with cash proceeds and not adequately
described on the odginal financing statement).
Secured Party Signature(s)
(required only if box(es) is checked above):
FINANCING STATEMENT
Uniform Commercial Code Form UCC-1
IMPORTANT - Please read instructions before completing
Filing No. (stamped by filing Officer): Date, Time, Filing Office (stamped by filing officer):
This Financing Statement is presented for filing pursuant to the Uniform Commercial Code,
and is to be filed with the (check applicable box):
[] Secretary of the Commonwealth
Number of Additional Sheets (if any):
Optional Special Identification (Max. 10 characters):
COLLATERAL
Identify collateral by item and/or type:
See Rider A and Exhibit A attached hereto and made a
part hereof.
.- :
USRP Funding 2001-A, L.P.
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DEBTOR SIGNATURE(S)
Debtor Signature(s):
1 See Attached Signature Page
lb
RETURN RECEIPTTO:
Wells Fargo Bank Minnesota, N.A.
1031 10th Avenue, S.E.
Minneapolis, MN 55414
11
12
$TANOARD FORM- FORM UCC-1 (7-8~) FILING OFFICE ORIGINAL
Approved by Secretat-/of Commonwealth of Pennsylvania NOTE - This page will not be returned by the Department of S~te.
RIDER A
All right, title and interest of Debtor in and to the following (collectively, the "Property"):
(1) (a) The real property described in Exhibit A attached hereto and made a part hereof (the
"Fee Parcel(s)");
(b) Each lease described in Exhibit B annexed hereto (each, a "Ground Lease") and the
leasehold estate created thereby in the real property described therein and in Exhibit B attached
hereto which is made a part hereof (the "Leasehold Parcel(s)" and, together with the Fee Parcel(s),
hereinafter sometimes collectively referred to as the "Land"), including all assignments,
modifications, extensions and renewals of each Ground Lease and all credits, deposits, options,
privileges and rights of Debtor as tenant under each Ground Lease, including, but not limited to, the
right, if any, to renew or extend each Ground Lease for a succeeding term or terms, and also
including all the right, title, claim or demand whatsoever of Debtor either in law or in equity, in
possession or expectancy, of, in and to Debtor's right, as tenant under each Ground Lease, to elect
under Section 365(h)(1)of the Bankruptcy Code, Title 11 U.S.C.A. § 101 et seq. (the "Bankruptcy
Code") to terminate or treat each Ground Lease as terminated, or to retain the tenant's rights under
each Ground Lease, in the event (i) of the bankruptcy, reorganization or insolvency of the landlord
under such Ground Lease (the "Owner"), and (ii) the rejection of such Ground Lease by the Owner,
as debtor in possession, or by a trustee for the Owner, pursuant to Section 365 of the Bankruptcy
Code;
(2) All additional lands, estates and development rights hereafter acquired by Debtor for
use in connection with the Land and the development of the Land and all additional lands and estates
therein which may, from time to time, by supplemental mortgage or otherwise be expressly made
subject to the lien of the mortgage, deed of trust or deed to secure debt encumbering the Property
("this Security Instrument");
(3) The buildings, structures, fixtures, additions, enlargements, extensions,
modifications, repairs, replacements and improvements now or hereafter erected or located on the
Land (the "Improvements");
(4) All easements, rights-of-way or use, rights, strips and gores of land, streets, ways,
alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and
development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements,
hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging,
relating or pertaining to the Land and/or the Improvements, including, but not limited to, with respect
to each Leasehold Parcel, those arising under and by virtue of the related Ground Lease, and the
reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road
or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all
the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property,
possession, claim and demand whatsoever, both at law and in equity, of Debtor of, in and to the Land
and the Improvements and every part and parcel thereof, with the appurtenances thereto, and all
rights and easements, expressed or implied, to use and maintain for the benefit of the Property all
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drains, basins, sewers, pipes, conduits, wires and other facilities that furnish utility or other services
to the same;
(5) All machinery, equipment, fixtures (including, but not limited to, all heating, air
conditioning, plumbing, lighting, communications and elevator fixtures, engines, boilers,
incinerators, building materials, appliances and goods of every nature whatsoever now or hereafter
located in, or on, or used, or intended to be used in connection with the Property, including, but not
limited to, those for the purposes of supplying or distributing heating, cooling, electricity, gas, water,
air and light, and all elevators and related machinery and equipment, fire prevention and
extinguishing apparatus, all underground storage tanks, pumps, hoses, canopies, and other petroleum
dispensing equipment, security and access control apparatus, plumbing, bath tubs, water heaters,
water closets, sinks, ranges, stoves, refrigerators, dishwashers, disposals, washers, dryers, awnings,
storm windows, storm doors, screens, blinds, shades, curtains and curtain rods, mirrors, cabinets,
paneling, rags, attached floor coverings, furniture, pictures, antennas, trees and plants, and all water,
water rights, and water stock appurtenant to the Property), and other property of every kind and
nature whatsoever owned by Debtor, or in which Debtor has or shall have an interest, now or
hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in
connection with the present or future operation and occupancy of the Land and the Improvements
and all building equipment, materials and supplies of any nature whatsoever owned by Debtor, or
in which Debtor has or shall have an interest, now or hereafter located upon the Land and the
Improvements, or appurtenant thereto, or usable in connection with the present or future operation
and occupancy of the Land and the Improvements (collectively, the "Personal Property"), and the
right, title and interest of Debtor in and to any of the Personal Property which may be subject to any
security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state
or states where any of the Property is located (the "Uniform Commercial Code"), and all proceeds
and products of the above;
(6) All leases, subleases and other agreements affecting the use, enjoyment or occupancy
of the Land and/or the Improvements heretofore or hereafter entered into and all extensions,
amendments and modifications thereto, whether before or after the filing by or against Debtor of any
petition for reliefnnder the Bankruptcy Code (the "Leases") and all right, title and interest of Debtor,
its successors and assigns therein and thereunder, including, without limitation, any guaranties of
the lessees' obligations thereunder, cash or securities deposited thereunder to secure the performance
by the lessees of their obligations thereunder and all rants, additional rants, percentage rent,
royalties, revenues, issues and profits (including ail oil and gas or other mineral royalties and
bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by
or against Debtor of any petition for relief nnder the Bankruptcy Code (the "Rents"), and all proceeds
from the sale or other disposition of the Leases and the right to receive and apply the Rents to the
payment of the Debt, and all of Debtor's claims and rights to the payment of damages arising from
any rejection by a lessee of any Lease under the Bankruptcy Code.
(7) All proceeds of and any nneamed premiums on any insurance policies covering the
Property, including, without limitation, the right to receive and apply the proceeds of any insurance,
judgments, or settlements made in lieu thereof, for damage to the Property;
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(8) All awards or payments, including interest thereon, which may heretofore and
hereafter be made with respect to the Property, whether from the exercise of the right of eminent
domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise
of the right), or for a change of grade, or for any other injury to or decrease in the value of the
Property;
(9) All refunds, rebates or credits in connection with a reduction in real estate taxes and
assessments charged against the Property as a result of tax certiorari or any applications or
proceedings for reduction;
(I 0) All proceeds of the conversion, voluntary or involuntary, of any of the foregoing
including, without limitation, proceeds of insurance and condemnation awards, into cash or
liquidation claims;
(11) The right, in the name and on behalf of Debtor, to appear in and defend any action
or proceeding brought with respect to the Property and to commence any action or proceeding to
protect the interest of Secured Party in the Property;
(12) All agreements, contracts, certificates, instruments, guaranties, warranties, franchises,
permits, licenses, plans, specifications and other documents, now or hereafter entered into, and all
fights therein and thereto, respecting or pertaining to the use, occupancy, construction, management
or operation of the Land and any part thereof and any Improvements or respecting any business or
activity conducted on the Land and any part thereof and all right, title and interest of Debtor therein
and thereunder, including, without limitation, the right to receive and collect any sums payable to
Debtor thereunder, and all deposits or other security or advance payments made by Debtor with
respect to any of the services related to the Land or the Improvements thereon or the operation
thereof;
(13) All trade names, trademarks, servieemarks, logos, copyrights, goodwill, books and
records and all other general intangibles relating to or used in connection with the operation of the
Property;
(14) All right, title, interest and claim of Borrower in, to, under or pursuant to any
agreement providing for payments in the event the interest rate on the Loan exceeds a certain level,
together with all claims of Borrower, for breach by the interest rate cap provider of any covenant,
agreement, representation or warranty contained in such interest rate cap agreement; and
(15) Any and all proceeds of, and any and all other rights of Debtor in and to the items set
forth in Subsections (1) through (14) above and any and all of the proceeds resulting from the
foregoing.
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EXHIBIT A
(Legal Description)
ALL THAT CERTAIN tract or parcel of land situate at the northeasterly
corner of the intersection of US Route 11 (Carlisle Pike) and S.R.
21011 (North Middlesex Road), Middlesex Township, Cumberland County,
Pennsylvania and more particularly described in accordance with a
survey dated March 12, 1997 made by Pennoni Associates, Inc., as follows:
To find the TRUE POINT OF BEGINNING, commence at the center-line
intersection of US Route 11 (Carlisle Pike) and S.R. 21011 (North
Middlesex Road) thence northwesterly along the centerline of $.R.
21011 approximately 47 feet thence northeasterly approximat61y 22 feet
to a PK nail (set) at the TRUE POINT OF BEGINNING. Thence in and along
S.R. 21011 (North Middlesex Road) North 42 degrees 16 minutes 44
seconds West 139.48 feet to a PK nail (set); thence along the same
North 39 degrees 24 minutes 48 seconds West 78.33 feet to a PK nail
(set) at a corner of land of Keith A. Stamy; thence along said Stamy
North 55 degrees 35 minutes 00 seconds East 61.00 feet to an iron pin
(set); thence along the same North 29 degrees 46 minutes 27 seconds
West 11.73 feet to an iron pin (found); thence along the same North 18
degrees 01 minutes 40 seconds East 106.36 feet to an iron pin (set);
thence along the same and land now or formerly of Paul E. Hair North
87 degrees 22 minutes 00 seconds East 87.50 feet to an iron pin
(found) at the northwesterly corner of land now or formerly of Glorio
J. Patsy; thence along said Patsy South 25 degrees 24 minutes 00
seconds East 269.00 feet to a PK nail (set) within the northerly
right-of-way of US Route 11 (Carlisle-Pike); thence in and alonH the
northerly right-of-way of said US Route 11 South 62 degrees 41 minutes
44 seconds West 153.77 feet to the TRUE POINT OF BEGINNING.
BEING THE SAME PREMISES which Sybra, Inc., conveyed unto U. S.
Restaurant Properties Operating L. P., by deed dated April 29, 1997
and recorded May 1, 1997 in the Recorder's Office in and for Cumberland
County, Pa. in Record Book 156, PaHe 937.
EXHIBIT A
(Legal Description)
Tract ~1
ALL TFIAT CERTAIN lot or parcel of ground situate in the Township of
Silver Spring, County of Cumberland, State of Pennsylvania, bounded
and described as follows:
ALL THAT CERTAIN unit in the property known, named and identified in
the Declaration Plan, referred to below as Shadow Oaks Condominium
located in Silver Spring Township, Cumberland County, Commonwealth
of Pennsylvania, which has heretofore been submitted to the
provisions of the Unit Property Act of Pennsylvania, Act of July 3,
1963, P.L. 196, by the recording in the Office of the Recorder of
Deeds of Cumberland County, Pennsylvania, of a Declaration of
Condominium of Shadow Oaks Condominium dated January 9, 1998 and
recorded January 9, 1998 in Misc. Book 566, Page 119, and
Declaration Plan of Shadow Oaks Condominium dated January 9, 1998
and recorded January 9, 1998 in Right of Way Plan Book 11, Page 127,
and First Amendment to Declaration of Condominium of Shadow Oaks
Condominium recorded in Misc. Book 569, Page 214 and Declaration
Plans recorded in Right-of-Way Plan Book 11, Page 133, more
particularly bounded and described as follows:
BEGINNING at a point on the northern right-of-way line of the
Carlisle Pike (U.S. Route 11) at the line of land now or late of
Meredith L., Tiffany L. and Lee D. Barto; thence from said point of
beginning, by a curve to the left, having a radius of seven thousand
six hundred eighty-nine and forty-nine hundredths (7689.49) feet, an
arc distance of two hundred fourteen and forty-two hundredths
(214.42) feet to a point, said line having a chord bearing of South
eighty-three (83) degrees nineteen (19).minutes forty-two (42)
seconds West, a chord distance of two hundred fourteen and forty-one
hundredths (214.41) feet; thence by Common Element No. 2, the
following four (4) courses and distances: 1) North seven (07)
degrees forty~seven (47) minutes twenty-seven (27) seconds West, a
distance of seventy-eight and sixty-five hundredths (78.65) feet; 2)
by a curve to the left, having a radius of two hundred twenty-five
(225.00) feet, an arc distance of ninety-four and twenty-five
hundredths (94.25) feet, said line having a chord bearing of North
nineteen (19) degrees forty-seven (47) minutes twenty-seven (27)
seconds West, a chord distance of ninety-three and fifty-six
hundredths (93.56) feet; 3) North thirty-one (31) degrees
forty-seven (47) minutes twenty-seven (27) seconds West, a distance
of four and seventy-one hundredths (4.71) feet; 4) by a curve to the
right having a radius of twenty-five (25.00) feet, an arc distance
of forty-nine and sixty-five hundredths (49.65) feet said line
having a chord bearing of North twenty-five (25) degrees six (06)
minutes seventeen (17) seconds East, a chord distance of forty-one
continued
EXHIBIT A
(Legal Description)
TPW #.7...~...~..SITE # ./.~..~.~3..
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and eighty-eight (41.88) feet to a point; thence by Condominium Unit
No. 2, North eighty-two (82) degrees zero (00) minutes zero (00)
seconds East, a distance of two hundred twenty-five and thirty-six
hundredths (225.36) feet to a point on the line of land now or late
of Meredith L., Tiffany L. and Lee D. Barto; thence by said land,
South four (04) degrees twenty-nine (29) minutes thirty (30) seconds
East, a distance of two hundred fifteen (215.00) feet to a point on
the northern right-of-way line of the Carlisle Pike, the place of
BEGINNING.
BEING Condominium Unit #1.
Tract #2:
TOGETHER with a proportionate undivided interest in the Common
Elements (as defined in such Declaration) of Nine and fifteen
hundredths Per Cent (9.15%).
TOGETHER with the reciprocal easements for ingress and egress and
parking of motor vehicles pursuant to the rights granted in the
Declaration of Condominium of Shadow Oaks Condominium dated and
recorded with the Cumberland County Recorder on January 9, 1998 in
Misc. Book 566, Page 119, in common with others over the property
described therein.
BEING THE SAME PREMISES which Sybra, Inc., a Michigan
corporation, conveyed unto U.S. Restaurant Properties Operating L.P.,
a Delaware limited partnership by deed dated May 29, 1998 and
recorded June 3, 1998 in the Recorder's Office in and for Cumberland
County, Pa. in Record Book 178, Page 636.
UCC SIGNATURE PAGE
DEBTOR:
USRP FUNDING 2001,A, L.P., a Delaware
limited partnership
By:
USRP (SFGP), LLC, a Delaware
limited liability company
By: Nam~//~ere/~in
Tiff6( Manager