HomeMy WebLinkAbout01-2472· - "· COMMONWEALTH OF PENNSYLVANIA - UCC1 ~A-C.~e:Za~d county
PARTIES
Debtor name (last name first if ir~fividual) and mailing address:
R.A. Carlisle LLC
c/o Philip Morris Capital Corporation
225 High Ridge Road, Suite 300
STAMFORD, CT 06905
Debtor name (last name first if individual) and mailing address:
FINANCING STATEMENT
Uniform Comme~la~ Code Form UCC-1
Debtor llama (last name first if individual) and mailing address:
Giant Food Stores, LLC
c/o Ahold Lease U.S.A., Inc
14101 Newbrook Drive
CH3~NTILLY, VA 20151
lb Numbe~ of A~dlt[~na/Sheet~ (if
Secured part, lies) names(s) {last name first if individual end address Optional Specia~ Identification (Max. 10 characters);
for secur ty nterest nformatlon;
COLLATERAL
and is to be filed with the (check applicable box):
[] real estate records of
12th Floor
CHARLOTTE, NC 28288
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Assignee ~ of Secured Party n~me ~Dast name fir~ ~ individual) and
address for security interest nformation:
Spec/a~ Types of P~rfles (check if applicable):
[]The terms "Debtor" and "Secured Par~y" mean "Lessee" and "Lessor."
respectivety.
[]The terms "Debtor" and "Secured Party" mean "Consignee" and
"Consignor," respectively.
[] Debtor Js a Transmitting Utility.
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b. [] as to which the filing has lapsed.
[] when the collateral was moved to this county.
[] when the Debtor's residence or place of business was moved to
d. already subject to a security interest in another jurisdiction-
County.
County.
6
7
All right, title and interest of debtor in and to
that certain collateral, all as more fully described
in Exhibit A attached hereto and made a part hereof.
Identify ,elated re~ estate, if applicable: The collateral is, or ~t~s Ich~ app~a~a
S~reetAddress: See Schedule A attached hereto·
Described at: Book , , of (check one) [] Deeds ~ Mortgages, at Pages(sD
[] Described on Additional Sheet.
(required onty if box(es) is checked above): ~0~ tntercount¥ Clearance Corpora[ion
Giant Food Stores,
EXHIBIT A
COLLATERAL
DEBTOR
R.A. Carlisle LLC
c/o Philip Morris Capital Corporation
225 High Ridge Road
Suite 300
Stamford, Connecticut 06905
AND
Giant Food Stems, LLC
c/o Ahold Lease U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151
SECURED PARTY
First Union National Bank,
as Indenture Trustee
401 South Tryon Street
12~h Floor
Charlotte, North Carolina 28288
This financing statement covers the following property of R.A. Carlisle LLC ("Lessor")
and Giant Food Stores, LLC ("Ground Lessor"; together with Lessor, "Debtor"):
1. The entire right, title and interest of Lessor and Ground Lessor in and to the land
described in Schedule A attached hereto (the "Site") and the Ground Lease, together with (a) all fight, title
and interest of Lessor and Ground Lessor in mad to all buildings, structures and other improvements, now
standing or at any time hereafter constructed or placed upon the Site, including, without limitation, all
right, title and interest of Lessor and Ground Lessor in and to all fixtures of every kind and nature on the
Site or in any such building, structure or other improvements (said buildings, structures, other
improvements and fixtures being herein collectively called the "Improvements"), (b) all right, title and
interest of Lessor and Ground Lessor in and to all and singular the tenements, hereditaments, easements,
rights of way, rights, privileges and appurtenances in and to the Site, belonging or in any way appertaining
thereto, including, without limitation, all fight, title and interest of Lessor and Ground Lessor in, to and
under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all claims or demands
of Lessor and Ground Lessor in law or in equity, in possession or expectancy of, in and to the Site and the
Improvements and (d) all rents, income, revenues, issues, awards, proceeds and profits from and in respect
of the property described in this paragraph which are, subject to the provisions of paragraph 2, hereby
specifically assigned, transferred and set over to Secured Party, it being the intention of the parties hereto
that, so far as may be permitted by law, all property of the character hereinabove described which is now
owned or held or is hereafter acquired by Lessor or Ground Lessor and is affixed, attached and annexed to
the Site shall be and remain or become and constitute a portion of the Collateral (as defined below) and the
security covered by and subject to the lien hereof. The Site together with the Improvements and the other
property described in this paragraph relating thereto are herein collectively called the "Property_".
2. Lessor's interest in the Lease, including the right to all extended terms and all
extensions and renewals of the terms thereof, together with all the right, title and interest of Lessor as lessor
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under the Lease, including, without limitation, the present and continuing right to make claim for, collect,
receive and make receipt for any and all of the rents, income, revenues, issues, awards, proceeds and profits
and other sums of money payable or receivable thereunder (except (i) sums payable as rent or otherwise,
including, without limitation, sums of money receivable by Lessor thereunder by virtue of a release of
existing easements or other rights in the nature of easements or by virtue of a dedication or transfer of
unimproved portions of the Site and (ii) Excepted Payments), the right (in each case exclusive of Excepted
Rights) to accept or reject any offers made pursuant to the Lease to purchase any interest in the Property,
to bring actions and proceedings under the Lease or for the enforcement thereof and to do anything which
Lessor or any lessor is or may become entitled to do under the Lease, provided that the assignment made by
this paragraph and the disposition of that portion of the Collateral secured pursuant to this paragraph shall
be subject to the provisions of the Indenture and shall not impair or diminish any obligation of Lessor under
the Lease nor shall any such obligation be imposed upon Indenture Trustee, together with Lessor's interest,
if any, in and to any and all other leases with respect to the Property.
3. All of the fixtures, furnishings and fittings of every kind and nature whatsoever,
and all appurtenances and additions thereto and substitutions or replacements thereof (together ~vith, in
each case, attachments, components, parts and accessories) currently owned or subsequently acquired by
Lessor and now or subsequently attached to, or contained in or used or usable in any way in connection
with any operation or letting of, the Property, but specifically excluding trade fixtures and other personal
property of any tenant on the Property (the "Fixtures").
4. All of the equipment and apparatus of every kind and nature whatsoever, and all
appurtenances and additions thereto and substitutions or replacements thereof(together with, in each case,
attachments, components, parts and accessories) currently owned or subsequently acquired by Lessor,
including but without limiting the generality of the foregoing, all storm doors and windows, heating,
electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and
air-cooling apparatus, refrigerating and incinerating equipment, escalators, elevators, building cleaning
systems (including window cleaning apparatus), communication systems (including satellite dishes and
antennae), sprinkler systems and other fire prevention and extinguishing apparatus and materials, security
systems, motors, engines, machinery, pipes, pumps, tanks, conduits and fittings of every kind and
description, but specifically excluding the property of any tenant on the Property (the "Equipment").
5. All substitutes and replacements of, and all additions and improvements to, the
Improvements, the Fixtures and the Equipment, subsequently acquired by Lessor or constructed, assembled
or placed by Lessor on the Site, immediately upon such acquisition, release, construction, assembling or
placement, including, without limitation, any and all building materials whether stored at the Property or
offsite, and, in each such case, without any further mortgage, conveyance, assignment or other act by
Lessor.
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6. All estate, right, title and interest and other claim or demand that Lessor now has
or may hereafter acquire with respect to any damage to the Property, the Fixtures or the Equipment and any
and all proceeds of insurance (exclusive of Excepted Payments) in effect with respect to the Property, the
Fixtures and the Equipment, and any and all awards made for the taking by eminent domain, or by any
proceeding or purchase in lieu thereof, of the Property, the Fixtures or the Equipment, including without
limitation any awards resulting from a change of grade of streets or as the result of any other damage to the
Property, the Fixtures or the Equipment for which compensation shall be given by any governmental
authority subject to the provisions of the Lease with respect to the collection and application of the same.
7. All estate, right, title and interest of Lessor and Ground Lessor in and to all fights,
royalties and profits in connection with all minerals, oil and gas and other hydrocarbon substances on or in
the Property, development fights or credits, air rights, water, water rights (whether riparian, appropfiative
or otherwise and whether or not appurtenant) and water stock.
8. All renewals, substitutions, improvements, accessions, attachments, additions,
replacements and proceeds (including, without limitation, all proceeds from the exemise of any termination
or purchase option or right under Articles 5, 14, 15 and 20 of the Lease, payment of any Stipulated Loss
Value, premium or otherwise with respect to the Property, the Fixtures or the Equipment), both cash and
noncash, of each of the foregoing and all conversions of the security constituted thereby.
Lessor's interest in the Guarantee, including, without limitation, the present and
continuing right to make claim for, collect, receive and make receipt for any and all payments under the
Guarantee (in each case exclusive of Excepted Rights and Excepted Payments).
10. All proceeds of any of the foregoing.
(All of the foregoing property and rights and interests now owned or held or subsequently
acquired by Lessor and Ground Lessor and described in the foregoing paragraphs are collectively referred
to as the "Collateral");
PROVIDED, THAT excluded from the Collateral at all times and in all respects shall be
all Excepted Payments and Excepted Rights and the rights to collect and enforce the same.
DEFINITIONS
"Excepted Payments" shall have the meaning set forth in the Participation Agreement.
"Excepted Rights" shall have the meaning set forth in the Participation Agreement.
"Ground Lease" shall mean the Ground Lease dated February ]~ 2001 between Ground
Lessor, as ground lessor, and Lessor, as ground lessee, with respect to the Site, as such Ground Lease may
be modified, supplemented, extended or renewed.
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"Guarantee" shall mean the Guarantee Agreement dated as of January 26, 2001 given by
Guarantor with respect to Lessee's obligations under the Lease and the other operative agreements relating
to the Property.
"Guarantor" shall mean Koninklijke Ahold N.V., a public company with limited liability
organized under the la~vs of The Netherlands.
"Lease" shall mean the Lease Agreement dated as of February 12, 2001 bet3veen the
Debtor, as Lessor, and Lessee, as lessee, with respect to the Property, as such Lease Agreement may be
modified, supplemented, extended or renewed.
"L~sseq" shall mean Ahold Lease U.S.A., Inc.
"Participation Aereement" shall mean the Participation Agreement dated as of January 26,
2001 with respect to the Property among Lessor, as lessor, Secured Party, as indenture trustee, Lessee and
certain other persons identified therein.
"Stipulated Loss Value" shall mean, on any Stipulated Loss Value Determination Date set
forth in Schedule 1V of the Lease, the sum specified as applicable for such date under the column entitled
"Net Stipulated Loss Value" set forth on such Schedule IV.
"Stipulated Loss Value Determination Date" shall mean any such date as set forth on
Schedule IV of the Lease.
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Carlisle Distribution Center
1604 Industrial Drive, Carlisle, PA
Schedule A
Description of Property
PREMISES "A"
TRACT NUMBER 1
ALL THAT CERTAIN piece or parcel of land.
SITUATE in the Borough of Carlisle, County of Cumberland, and Commonwealth of Pennsylvania,
bounded and described according to a plan of a survey made by James R. Holley & Associates, Inc. dated
October 17, 2000, as follows, to wit:
BEGINNING at a point at the common comer with lands now or formerly of General Mills, Inc. and Lot
No. 6 of the Watts Business Center; thence by said Watts Business Centers' Lot No. 6 North 17 degrees 56
minutes 12" West a distance of six hundred ninety and fifty hundredths (690.50) feet to a point; thence by
same, South sixty-eight (68) degrees fifty-eight (58) minutes forty-four (44) seconds West, as distance of
one hundred seventeen and twenty-eight hundreds (117.28)feet to a rebar at lands now or formerly of Mark
E., James P. mad Richard Howell; thence by said lands of Mark E., James P., and Richard Howell, North
twenty-one (21) degrees fifty-six (56) minutes eight (08) seconds West, a distance &six hundred twenty-
nine and riley-five hundredths (629.59) feet to a point at lands now or formerly of Conrail; thence by said
lands of Conrail, South eighty-eight (88) degrees thirty-nine (39) minutes twenty-three (23) seconds East, a
distance of two thousand twenty and ninety hundredths (2,020.90) feet to a rebar at lands now or formerly
of Carlisle Syntec Systems, Inc.; thence by said lands of Carlisle Syntec Systems, Inc., South seventeen
(17) degrees forty-eight (48) minutes thirty-two (32) seconds East, a distance of six hundred forty-seven
and eighty-two hundredths (647.82) feet to a rebar at lands now or formerly of Benedict E. Randolph;
thence by the following said lands of Benedict Randolph, crossing Industrial Drive, lands now or formerly
of Carlisle Mechanical & Welding Services, Inc. and lands now or formerly of General Mills, inc., South
seventy-two (72) degrees nine )09) minutes thirty (30) seconds West, a distance of one thousand seven
hundred forty-five and seven hundredths (1,745~07) feet to the place of begitming.
CONTAINING on area 1,744,395 square feet or 40.05 acres.
BEING Tax Parcel No. 50-080-579-14.
TOGETHER WITH the benefits contained in Misc. Book 240 page 323 and as re-recorded in Misc.
Book 241 page 45.
BEING the same premises ~vhich Cumberland County Industrial Development Authority by Deed dated
May 7, 1997 and recorded September 19, 1997 in the County of Cumberland in Deed Book 164 Page 810,
conveyed unto Giant Food Stores, Inc., a Delaware Corporation, in fee.
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PREMISES "B"
ALL THAT CERTAIN piece or parcel of land.
SITUATE in the Borough of Carlisle, County of Cumberland, and Commonwealth of Pennsylvania,
bounded and described according to a plan of survey made by James R. Holley & Associates dated 11/00,
as follows, to wit:
BEGINNING at a point on the western line of Industrial Drive (sixty (60) foot fight-of-way), which point
is on the northeast comer of Pareel No. 6 of said Land Subdivision Plan; thence along the northern line of
said Lot No. 6 and Lot No. 5, South seventy-one (71) degrees fifteen (15) minutes zero (00) second~ West,
a distance of six hundred sixty and zero hundredths (660.00) feet to a point on the eastern line of parcel No.
11 on said Land Subdivision Plan; thence along said line, north seventeen (17) degrees fifty (50) minutes
thirty (30) seconds West a distance of four hundred forty-nine and zero hundredths (449.00) feet to a point
on the southern line of Shearer Drive (sixty (60.00) feet right-of-way); thence along said southern line of
Shearer Drive the following four (4) courses and distances: (1) North seventy-one (71) degrees fifteen (15)
minutes zero (00)seconds East a distance of fif~y-six and zero hundredths (56.00) feet to a point; (2) along
a curve to the left having a radius of forty-eight and zero hundredths (48.00) feet, an arc length of sixty-
three and tw'enty-six hundredths (63.26) feet to a point; (3) North seventy-one (71) degrees fifteen (15)
minutes zero (00) seconds East a distance of five hundred thirty-seven and seventy-eight hundredths
(537.78) feet to a point; and (4) along a curve to the right having a radius of twenty and zero hundredths
(20.00) feet and an arc length of thirty-one and seventy-three hundredths (31.73) feet to a point on the
western line of Industrial Drive; thence along said line South seventeen (17) degrees fifty (50) minutes
thirty (30) seconds East, a distance of four hundred sixty-four and sixty-eight hundredths (464.68) feet to a
point, being the point and place of beginning.
CONTAINING in area 316,723 square feet or 7.271 acres.
BEING the same premises that Texas Eastern Transmission Corporation, a Delaware corporation, by deed
dated June 29, 1998 and recorded in the Office of the Recorded of Deeds in and for Cumberland County,
Pennsylvania on July 2, 1998 in Deed Book 180 page 743, granted and conveyed unto Giant Food Stores,
Inc., a Delaware corporation, in fee.
AND by Certificate of Merger filed in the State of Delaware on November 4, 2000, Giant Food Stores, Inc.
merged into and is now known as Giant Food Stores, LLC, a Delaware limited liability company.
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