HomeMy WebLinkAbout01-2471COMMONWEALTH OF PENNSYLVANIA - UCC1 PA-Cumberland County
PARTIES
Debtor name (last name first Jf individual) and mailing address:
Ahold Lease U.S.A., Inc.
c/o Ahold U.S.A., Inc.
14101 Newbrook Drive
CHANTILLY, VA 20151
Debtor name (last name first if individual) and mailing address;
FINANCING STATEMENT
Uniform Comrnerci~ Code Form UCC-1
iMPORTANT, Please read Jnstcuo~ons on
reYe~se side of page 4 before completing
Filing No. (stamped by fil~ng offi~r); Date, ~me, Filing O~oe (stamped by filing o~r;
Debtor name (last name first if individual) and ma[Jing address:
and is to be flied with the (check applicable box):
[] Secretary of the Commonwealth of Pet~nsylvania.
~ Prothonotary of ~1 ]mb ~ t- ] R n c~
[] real estate records of
;b Numb~ of Add~tionai Sheets (if any}: 1
Secured Party (es] frames(m) (last name first if individual) and address Optlona~ Special Iden~flcadon (Max. 10 characters);
for security interest nformation:
R.A. Carlisle LLC
c/o Philip Morris Capital Corporation
225 High Ridge Road, Suite 300
STAMFORD, CT 06905 2
b.r-I as to which the fi)ing has lapsed.
Code,
[~] when the collateral was moved to this county.
[] when the Debtor's residence or place of business was moved to
d. a)read¥ subject to a security interest in another jurisdiction-
E] when the collateral was moved to Pennsylvania.
~] when the Debtor's Jocatlon was moved to PennsyJvanla.
e. []which Js proceeds of the co~lateral described in block 9, in which a
secudty interest was previousJy perfected (also descdbe proceeds
Secured Party Signature(s)
(required only if box(es) is checked above):
County.
County.
6
7
COLLATERAL
Iden~ oollater~ byitem and~rtype:
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.
THIS IS A PROTECTIVE FILING PURSUANT TO SECTION
9-408 OF THE UCC. Debtor is lessee and Secured
Party is lessor.
~ (check only if desired) Products of the collateral are also covered. 9
~clenflf~ re~ated reel estate, if applicable: ~]~e collatera( is, or includes (check appropriate box(es}l
a, [] crops growing or to be grown on -
b.~-~ goods which are or ace to become fixtures on -
lb
RETURN RECEIPT TO:
Street Address: See Schedule A attached hereto.
Described at: Book of (check one) [] Deeds [] Mortgages, at Pages(s)
[] Described on Additional Sheet,
4
A~ditional Assignee Information
Assignee 1:
First Union National Bank, as Indenture Trustee
401 South Tryon Street
12th Floor
CHARLOTTE, NC 28288
EXHIBIT A
COLLATERAL
DEBTOR
Ahold Lease U.S.A., Inc.
c/o Ahold U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151
SECURED PARTY
R.A. Carlisle LLC
c/o Philip Morris Capital Corporation
225 High Ridge Road
Suite 300
Stamford, Connecticut 06905
ASSIGNEE OF SECURED PARTY
First Union National Bank, as Indenture Trustee
401 South Tryon Street
12t~ Floor
Charlotte, North Carolina 28288-1179
This financing statement covers the following property of Ahold Lease U.S.A., Inc.
("Debtor"):
1. The entire fight, title and interest of Debtor in and to the land described in
Schedule A attached hereto (the "Site") and the Ground Lease dated February __, 2001 between Giant
Food Stores, LLC, as ground lessor, and R.A. Carlisle LLC, as ground lessee, with respect to the Site, as
such Ground Lease may be modified, supplemented, extended or renewed, together with (a) all right, title
and interest of Debtor in and 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 Debtor 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 Debtor in and to all and singular the
tenements, hcreditaments, easements, rights of way, rights, privileges and appurtenances in and to the Site,
belonging or in any way appertaining thereto, including, without limitation, all right, title and interest of
Debtor in, to and under any streets, ways, alleys, vaults, gores or strips of land adjoining the Site, (c) all
claims or demands of Debtor 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
m~ed or held or is hereafter acquired by Debtor 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. Debtor's interest, if any, in and to any and all 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 with, in
each case, attachments, components, parts and accessories) currently owned or subsequently acquired by
PHL_A #1436639 v3 WORD97 Carlisle Distribution Center
1604 Industrial Drive, Carlisle, PA 17013
Debtor 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 Debtor,
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 Debtor or constructed, assembled
or placed by Debtor 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
Debtor.
6. All estate, fight, title and interest and other claim or demand that Debtor no~v 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 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.
7. All estate, right, title and interest of Debtor in and to all rights, royalties and
profits in connection with all minerals, oil and gas and other hydrocarbon substances on or in the Property,
development rights or credits, air rights, water, water rights (whether riparian, appropriative or otherwise
and whether or not appurtenant) and water stock.
8. All renewals, substitutions, improvements, accessions, attachments, additions,
replacements and proceeds, both cash and noncash, of each of the foregoing and all conversions of the
security constituted thereby.
9. All proceeds of any of the foregoing.
(All of the foregoing property and rights and interests now owned or held or subsequently
acquired by Debtor and described in the foregoing paragraphs are collectively referred to as the
"Collateral").
PHL_A #1436639 v3 WORD97 Carlisle Distribution Center
1604 Industrial Drive, Carlisle, PA 17013
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 corner with lands now or formerly of General Mills, Inc. and Lot
No. 6 &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 fitly-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. and 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 of six hundred twenty-
nine and fifty-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 rcbar 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 beginning.
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-reeorded in Misc.
Book 241 page 45.
BEING the same promises which 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.
PHL_A #1436639 v3 WORD97 Carlisle Distribution Center
1604 industrial Drive, Carlisle, PA 17013
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 right-of-way), which point
is on the northeast comer of Parcel 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) seconds West,
a distance of six hundred sixty and zero hundredths (660.00) feet to a point on the eastern line of par. cel 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 fifty-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 twenty-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 Eastem 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.
PHL_A #1436639 v3 WORD97 Cadisle Distribution Center
1604 Industrial Drive, Carlisle, PA 17013