HomeMy WebLinkAbout01-2564PARTIES
Debar name (~ast name first if individual) and mai~ing address;
R, A. Harrisburg Pike LLC
c/o Philip Morris Capital Corporation
225 High Ridge Road, Suite 300
STAMFORD, CT 06905
COMMONWEALTH OF PENNSYLVANIA - UCC1 PA-Cui~Lberland County
. NCINO STATEMENT
Unlf Commercial Code Form UCC-1
IU -Please read
reverse side of page 4
Filing No. (stamped by filing offl~r); Det~,.'flme~ Hlmg O~ ~T~by flbng offi~r)
Debtor name (last name first if individual) and maibng address:
CU,V, bL~O. ,~J COUNTY
ThisRnandng St~ement is presented for filing pursuant to the Uniform Commerdal Code,
and is to be flied with the (check applicable box):
~ Se~etary of the Commonwealth of Pennsylvan)a.
~ real estate records of
Debtor name (last name first if individual) and mailing address:
Giant Food Stores, LLC
c/o Ahold Lease U.S.A., Inc County.
14101 Newbrook Drive County.
CHANTILLY, VA 20151 6
lb Number of Ad~tlonal Sheets (if any); 7
Secured Party les) names(s) (last name first if individual) and address Optional Special Identification (Max. 10 characters); 8
for security nterest nformaton: COLLATERAL
First Union Natior~al Sank, as Indenture Trustee
40i South Tryon Street Identify colletere~ by item and/or type:
12th Floor 3%11 right, title and interest of debtor in and to
CHARLOTTE, NC 2828B
2 that certain collateral, all as more fully described
in Exhibit A attached hereto and made a part hereof.
Asalgnee s) of Secured Party name sXlast name first if individual) and
address for security nterest nformation:
Special Types of Parties (check if applicable):
[~The terms "Debtor" and "Secured Par~y" mean "Lessee" and "Lessor,"
respectively.
[]The terms "Debtor" and "Secured Party" mean "Consignee" and
"Consignor," respectively.
[] Debtor is a Transmitting utigty.
3
SECURED PARTY SIGNATUREIS)
This statement is flied with only the Secured Party's sigr~ature to perfect
a security interest in collateral (check applicable box(esi)
c, already subject to a security interest in another county in Pennsylvania
[] v~len the coNateral was moved to this county.
[] when the Debtor's residence or place of business was moved to
this county.
d. already subject to a security interest in another jurisdiction-
[] when the coUateral was moved to Pennsylvania.
[] when the Debtor's location was moved to Pennsylvania.
e. []which is proceeds of the collateral described in block 9, in which a
security interest WaS previously perfected (also describe proceeds
in block 9, if purchased with cash proceeds and not adequately
described on the odginal financing statement).
Secured Party Signaturals)
(required only if box(es) is checked above):
4
~] (check only if desired) Products of the collateral are also covered. 9
Iden~fy related rea/ estate, if applicable: The collateral is, or incJudes Icheck appropriate box(es)l
a. [] crops growing or to be grown on -
~:~ goods which a,e or are to become fixt .......
minerals or the like (including oil and gas) as extracted on *
d. [] accounts resulting from the sale of minerals or the like {including oil and gas) at the wellhead or
minehead co -
the following real estate:
DEBTOR SIGNATURE(S)
Debtor Signature(si: ~ ~
R. A. Harrisburg ke LLC
By: Grant Holdin s, In ., as
member
Giant Food Stores,-LLCV
RETURN RECEIPT TO:
PO I"~"moU~XoC~arance Corpora ion
10
DEBTOR
R.A. Harrisburg Pike LLC
c/o Philip Morris Capital Corporation
225 High Ridge Road
Suite 300
Stamford, Connecticut 06905
AND
Giant Food Stores, LLC
c/o A_hold Lease U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151
EXHIBIT A
COLLATERAL
SECURED PARTY
First Union National Bank,
as Indenture Trustee
401 South Tryon Street
12~' Floor
Charlotte, North Carolina 28288
This financing statement covers the following property of R.A. Harrisburg Pike 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 right, title
and interest of Lessor and Ground Lessor in and to all buildings, structures and other improvements, now
standing or at any time hereafter constructed or planed 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, hemditaments, easements,
rights of ~vay, 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 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 arc, 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
ox~med 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 hereoE The Site together ~vith 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 xvith all the right, title and interest of Lessor as lessor
under the Lease, including, without limitation, the present and continuing right to make claim for, collect,
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1149 Harrisburg Pike, Carlisle, PA
17013
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 other~vise,
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 ora 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 evew 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 and now or subsequently attached to, or contained in or used or usable in any way in connection
~4th 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 o~vned or subsequently acquired by Lessor,
including but without limiting the generality of the foregoing, all storm doors and xvindows, heating,
electrical, and mechanical equipment, lighting, s~vitchboards, plumbing, ventilating, air conditioning and
air-cooling apparatus, refrigerating and incinerating equipment, escalators, elevators, building cleaning
systems (including window cleaning apparatus), conununication 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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1149 Harrisburg Pike, Carlisle, PA 17013
6. All estate, fight, 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 ~vhich 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,
royakies 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 fights (whether riparian, appropriative
or otherwise and whether or not appurtenant) and xvater stock.
8. All renewals, substitutions, improvements, accesstons, attachments, additions,
replacements and proceeds (including, without limitation, all proceeds from the exercise of any termifiation
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.
9. Lessor's interest in the Guarantee, including, xvithout 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
"Excevted 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 [~1,, 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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1149 Harrisburg Pike, Carlisle, PA 17013
"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 ~4th limited liability
organized under the laws of The Netherlands.
"Lease" shall mean the Lease Agreement dated as of February 12, 2001 between the
Debtor, as Lessor, and Lessee, as lessee, with respect to the Property, as such Lease Agreement may be
modified, supplemented, extended or renewed.
"Lessee" shall mean Ahold Lease U.S.A., Inc.
"Participation Agreement" 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 IV 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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1149 Harrisburg Pike, Carlisle, PA 17013
Schedule A
Description of Property
PREMISES "A"
ALL THAT CERTAIN tract or parcel of land situate in Middlesex Township, Cumberland County,
Pennsylvania, bounded and described as follows:
BEGINNING at a point on the southern right-of-way line of U.S. Route 11 (Harrisburg Pike), said point
being located and referenced in a westerly direction from the right-of-way intersection of the southern right-
of-way line of Harrisburg Pike and the western right-of-way line of Shady Lane the following courses and
distances:
Along the southern right-of-way of Harrisburg Pike, South 54 degrees 24 m~nutes 30 seconds west
a distance of 217.23 feet to a point;
Thence along the same north 35 degrees 35 minutes 30 seconds west a distance of 7.00 feet to a
point;
Thence along the same south 54 degrees 24 minutes 30 seconds west a distance of 66.54 feet to the
point of beginning.
Thence from the point of beginning and along Lot #3A or lands now or formerly of Prime Choice XXIII,
Inc., south 35 degrees 35 minutes 30 seconds east a distance of 397.00 feet to a point; thence along the
same north 54 degrees 24 minutes 30 seconds east a distance of 261.34 feet to a point on the western right-
of-way line of Shady Lane; thence along the western right-of-way line of Shady Lane south 32 degrees 18
minutes 00 seconds east a distance of 316.78 feet to a point; thence along lands now or formerly of R.J.
Shultz Enterprises, Inc., south 52 degrees 57 minutes 00 seconds west a distance of 224.91 feet to a point;
thence along the same south 26 degrees 26minutes 00 seconds east a distance of 421.31 feet to a point;
thence along lands now or formerly of Robert C. Foltz, Jr., south 60 degrees 51 minutes 30 seconds west a
distance of 368.97 feet to a point; thence along lands now or formerly of Cumberland County Industrial
Development Authority north 18 degrees 42 minutes 00 seconds west a distance of 539.76 feet to a point
thence along the same north 35 degrees 35 minutes 30 seconds west a distance of 400.00 feet to a point;
thence along the same north 28 degrees 27 minutes 30 seconds west a distance of 171.33 feet to a point on
the southern right-of-way line of U.S. Route 11 (Harrisburg Pike); thence from said point on the southern
right-of-way line of U.S. Route 11, north 54 degrees 24 minutes 30 seconds east a distance of 103.81 feet
to a point; thence along the same north 35 degrees 35 minutes 30 seconds west a distance of 7.00 fee to a
point; thence along the same north 54degrees 24 minutes 30 seconds east a distance of 133.46 fee to a
point, the point of beginning
CONTAINING 404, 340 square feet.. Being Lot #3 of the Preliminary/Final Subdi~Ssion Plan dated
march 2, 1989, and last revised, April 28, 1989, prepared by J. Michael Brill & Associates, Inc., (JMB
Project No. 111), Consulting Engineers, for Rostan Associates.
PHL_A #1454485 v2 WORD97
1149 Harrisburg Pike, Carlisle, PA
17013
PREMISES "B"
ALL THAT CERTAIN tract of land situate in Middlesex Township, Cumberland County, Pennsylvania,
and being described in the Final Subdivision Plan for Giant Food Stores, Incorporated, as prepared by D.P.
Raffensperger Associates, bearing the latest revised dated of June 13, 1979, and recorded in the
Cumberland County Recorder of Deeds Office in Plan Book 35, Page 99 (erroneously referred to in Deed
Book P, Volume 28, Page 497, as bearing a revised date of July 6, 1979), as follows:
BEGINNING at a point in the center line of U.S. Route 11, L.R. No. 34, Carlisle Pike; thence by the line
of land of Richard E. O'Daniel, South 28 degrees27 minutes 30 seconds East, a distance of 201.56 feet to a
point; thence by same South 35 degrees 35 minutes 30 seconds East, a distance of 400.00 feet to a point;
thence by same and crossing a 50.00 foot wide right of way, South 18 degrees 42 minutes East, a distance
of 539.88 feet to a point at land now or formerly of H.A. Woods; thence by same South 60 degrees 51
minutes 30 seconds West, a distance of 761.01 feet to a point at land now or formerly of ri. H.. Carpenter;
thence by same North 05 degrees 41 minutes West, a distance 1,189.50 feet to a point in the center line of
U.S. Route No. 11, L.R. No. 34, Carlisle Pike; thence by same North 54 degrees 24 minutes 30 secolads
East, a distance of 345.00 feet to the place of BEGINNING.
AND BEING the same premises as described in a Plan of Survey made by J. Michael Brill & Associates,
Inc., designated as Job No. 604 A, dated 9/7/2000 and last revised 10/18/2000, as follows:
ALL THAT CERTAIN piece, pamel and lot of land situate on the south side of Harrisburg Pike (US
Route 11) in Middlesex Township, Cumberland County, Pennsylvania; being more fully bound and
described as follows, to wit:
BEGINNING at a point at the intersection of the southern right-of-way line of Harrisburg Pike (US Route
1 I) and the western right-of-way line of Shady Lane; said point being the northeast comer of lands now or
formerly of Hoss's Restaurant Operations, Inc.; thence by said right-of-way line of Harrisburg Pike and by
said lands of Hoss's Restaurant Operations, Inc. the following three courses and distances:
1. South 54 degrees 24 minutes 30 seconds West a distance of 217.23 feet to a point.
2. North 35 degrees 35 minutes 30 seconds West a distance of 7.00 feet to a point.
South 54 degrees 24 minutes 30 seconds West a distance of 66.54 feet to a point, the
TRUE POINT OF BEGINNING for the herein described property;
Thence by said lands of Hoss's Restaurant Operations, Inc. the following two courses and distances:
1. South 35 degrees 35 minutes 30 seconds East a distance of 397.00 feet to a point.
2. North 54 degrees 24 minutes 30 seconds East a distance of 261.34 feet to a point on the western
right-of-way line of Shady Lane;
thence by said right-of-way line South 32 degrees 18 minutes 00 seconds East a distance of 316.78 feet to a
point at lands now or formerly of R. J. Shultz Enterprises, Inc.; thence by said lands the following two
courses and distances:
1. South 52 degrees 57 minutes 00 seconds West a distance of 224.91 feet to an iron pin.
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1149 Harrisburg Pike, Carlisle, PA 17013
2. South 26 degrees 26 minutes 00 seconds East a distance of 421.31 feet to an iron pin at lands noxv
or formerly of Robert C. Jr. and Gayle A. Foltz;
thence by said lands and beyond by lands now or formerly of Glenn A. and Jean W. Stambaugh South 60
degrees 51 minutes 30 seconds West a distance of 1129.98 feet to an iron pin at lands now or formerly of
Kenneth W. and Flo H. Carpenter; thence by said lands and beyond by lands now or formerly of Carlisle
Mobile Homes Inc. and other lands of Giant Food Stores Inc. North 05 degrees 41 minutes 00 seconds
West a distance of 1149.01 feet to a point on the southern right-of-way line of Harrisburg Pike (US
Route 11); thence by said right-of-way line the following nine courses and distances:
2.
3.
4.
5.
6.
7.
8.
9.
North 54 degrees 24 minutes 30 seconds East a distance of 15.20 feet to a point.
South 35 degrees 35 minutes 30
North 54 degrees 24 minutes 30
North 35 degrees 35 minutes 30
North 54 degrees 24 minutes 30
North 35 degrees 35 minutes 30
seconds East a distance of 5.00 feet to a point.
seconds East a distance o£ 150.00 feet to a point.
seconds West a distance of 5.00 feet to a point.
seconds East a distance of 150.00 feet to a point.
seconds West a distance of 5.00 feet to a point.
North 54 degrees 24 minutes 30 seconds East a distance of 150.00 feet to a point.
North 35 degrees 35 minutes 30 seconds West a distance of 7.00 feet to a point.
North 54 degrees 24 minutes 30 seconds East a distance of 133.46 feet to a point, the
TRUE POINT OF BEGINNING.
CONTAINING 23.7561 Acres.
TOGETHER WITH and subject to the free and common use, right, liberty and privilege of a 50 foot x~fde
access easement to be used as a means for ingress, egress, and regress to and from Harrisburg Pike as set
forth in conditions in Miscellaneous Book 495 page 732.
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1149 Harrisburg Pike, Carlisle, PA 17013