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EXHIBIT 99.16
FIRST LEASE MODIFICATION AGREEMENT
THIS FIRST LEASE MODIFICATION AGREEMENT (the "Modification"), made this
20th day of May, 1998, by and between GF ASSOCIATES (herein called "Lessor") and
PRINTPACK, INC., (herein called "Lessee").
WHEREAS, The ▇▇▇▇▇▇ Group, Ltd. and Shell Oil Company entered into a
Lease dated July 25, 1990 (the "Lease") for the land and certain buildings
located thereon in the ▇▇▇▇▇ Corporate Center, ▇▇▇▇▇ City County, Virginia, as
more particularly described in the Lease (the "Premises"); and
WHEREAS, The ▇▇▇▇▇▇ Group, Ltd. assigned its interest in the Lease to
Lessor by assignment dated March 29, 1991; and
WHEREAS, Shell Oil Company assigned its interest in the Lease to
Rampart Packaging, Inc. by assignment dated July 25, 1990; and
WHEREAS, ▇▇▇▇▇ River II, Inc. acquired all of the stock of Rampart
Packaging, Inc. on August 12, 1991; and
WHEREAS, ▇▇▇▇▇ River II, Inc. was merged with and into ▇▇▇▇▇ River
Paper Company, Inc., the surviving corporation, on December 27, 1992; and
WHEREAS, ▇▇▇▇▇ River Paper Company, Inc. assigned its interest in the
Lease to Lessee by virtue of that certain Lease Assignment dated August 15,
1996, recorded in ▇▇▇▇▇ City Deed Book 804, Page 114; and
WHEREAS, Lessee desires to expand its operation and said expansion
requires the Lessor to acquire additional land and increase the size of the
buildings occupied by Lessee; and
WHEREAS, Lessor is willing to acquire the additional land and increase
the size of the buildings occupied by Lessee subject to Lessee's agreement with
the terms hereof; and
WHEREAS, Lessor and Lessee desire to modify the terms of the Lease to
reflect their agreements with regard to the expansion of the Premises.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the premises and the mutual benefits
to ensue herefrom, Lessor and Lessee hereby agree as follows:
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1. Paragraph 2 of the Lease entitled "Premises" is hereby amended
by adding the following paragraph to the indented portion of Paragraph 2:
"Together with a parcel of land containing approximately 2.186
acres along the rear lines of Sites 18-A and 18-B more
particularly described on Exhibit A attached hereto and made a
part hereof (the "Additional Land"), and the expansion by
Lessor of the two primary existing buildings, as described in
the preceding paragraph hereof, by the addition of
approximately 12,000 square feet of additional building space
(the "Expansion Building")."
2. Paragraph 3 of the Lease entitled "Term" is hereby amended to
read as follows:
"3. Term. The term of this Lease shall be for a period of
twenty-seven (27) years commencing on March 1, 1990, and
ending on February 28, 2017, unless sooner terminated pursuant
to any provision hereof."
3. Paragraphs 4(d) and (e) of the Lease are hereby deleted. The
following is added as new paragraphs 4(d) and 4(e):
"(d) From and after March 1, 1997 rent for the Site A
Building and the Site B Building shall be as follows:
(i) From March 1, 1997 through March 31, 1998,
$494,906.25 annually, $41,242.19 monthly;
(ii) April 1, 1998 through February 28, 2002,
$457,953.25 annually, $38,162.77 monthly;
(iii) March 1, 2002, through February 28, 2007,
$483,028.50 annually, $40,252.38 monthly;
(iv) March 1, 2007, through February 28, 2012,
$508,103.75 annually, $42,341.98 monthly;
(v) March 1, 2012 through February 28, 2017,
$533,179.00 annually, $44,431.58 monthly.
(e) Rent for the Premises shall be the sum of the rent
for the Site A Building and the Site B Building and rent for the
Expansion Building determined as follows. The rent for the Expansion
Building shall be the amount necessary to amortize (i) the purchase
price paid by Lessor
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for the acquisition of the Additional Land, (ii) the construction costs
paid by Lessor to the general contractor for the construction of the
Expansion Improvements , (iii) the amount paid by Lessor to The
Greenwood Partnership pursuant to the "A&E Contract" (as defined in
paragraph 12(c) below), (iv) the soft costs identified on Exhibit B
attached hereto incurred by Lessor in connection with the construction
of the Expansion Improvements provided that each of such soft costs
shall not exceed the amount indicated on Exhibit B without Lessee's
prior written approval which shall not be unreasonably withheld: and
(v) any amounts reimbursed to Lessee by Lessor for amounts expended by
Lessee in connection with the planned development of the Expansion
Improvements (the aggregate amount of the amounts set forth in the
foregoing items (i) through (v) is referred to herein as the "Expansion
Improvements Costs" and the Expansion Improvements Costs shall not
exceed $1,100,000 unless the Expansion Improvements Costs exceed
$1,100,000 because of an increase in soft costs above the amount
indicated on Exhibit B which has been approved in writing by Lessee as
provided above) amortized over a term of thirty (30) years at an
interest rate of 8.5% per annum. Based on the assumption that the
Expansion Improvements Costs incurred by Lessor will be $1,000,000.00,
the annual rent for the Expansion Building will be $92,292.96 payable
in equal monthly installments of $7,691.08 beginning on April 1, 1998.
Once the actual Expansion Improvements Costs are known the actual rent
for the Expansion Building will be calculated retroactive to April 1,
1998 and appropriate adjustments shall be made between Lessor and
Lessee to reflect any differences between the rent paid by Lessee at
the assumed annual rent of $92,292.96 and the actual rent."
4. The address set forth in Paragraph 4(g) is hereby amended to
read "373 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇" until changed by notice
from Lessor to Lessee.
5. The second sentence of Paragraph 7.1(a) of the Lease shall be
amended to read as follows:
"Such insurance shall be combined single limit policy in an
amount of not less than One Million and 00/100 Dollars
($1,000,000.00)."
6. The first sentence of Paragraph 7.2(b) of the Lease shall be
amended to read as follows:
"During the term hereof, in addition to the rent, Lessee shall
reimburse Lessor for the amount of any premiums paid by Lessor
for the insurance required under Paragraph 7.2(a)."
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The first sentence of Paragraph 7.2(c) of the Lease shall be
amended to read as follows:
"Lessee shall reimburse Lessor for any such premium paid by
Lessor within thirty (30) days after receipt by Lessee of a
copy of the premium statement or other satisfactory evidence
of the amount paid by Lessor."
The insurance that is currently in place covers the period of June 1, 1997
through May 31, 1998. Therefore it is agreed that Lessee's obligations under
Paragraphs 7.2(b)and 7.2(c) as modified hereby shall commence with the insurance
premiums for the policy or policies that go into effect as of June 1, 1998 and
are not retroactive to previous years.
7. Paragraph 9.1 of the Lease is hereby amended to read as
follows:
"9.1 Payment of Real Property Taxes. Lessee shall pay all real
property taxes applicable to the Premises provided that if any
real property taxes may be paid in installments, Lessee shall
be obligated to pay only those installments which become due
during the term of this Lease. Lessor agrees to cooperate with
Lessee if Lessee determines to contest, at Lessee's sole cost
and expense, the amount of any real property taxes levied or
assessed against the Premises. If the term of this Lease shall
not expire concurrently with the expiration of the tax fiscal
year, Lessee's liability for real property taxes for the last
lease year shall be pro rated on an annual basis and shall
survive the expiration of this Lease."
Notwithstanding the foregoing, for 1998 Lessor shall be responsible for, and
shall pay, 25% of the amount of the real property taxes for which Lessor was
responsible under Paragraph 9.1 of the Lease before this modification and for
1998 Lessee shall be responsible for and shall pay all other real property taxes
applicable to the Premises. The Lessee's obligations under Paragraph 9.1 as
hereby modified apply to calendar year 1998 and subsequent years during the
lease term and are not retroactive to previous years.
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8. Paragraph 9.2 of the Lease is hereby amended to read as
follows:
"9.2 Definition of "Real Property Tax." As used herein, the
term "Real Property Tax" means (i) general assessments levied
against the Premises by the ▇▇▇▇▇ Corporate Park Association
(special assessments levied pursuant to Section 7 of Article
Twelve of that certain Declaration of Covenants and
Restrictions dated June 14, 1976 and recorded in Deed Book
169, page 135 of the public records of ▇▇▇▇▇ City County,
Virginia, as heretofore or hereafter amended, are specifically
excluded) and (ii) real property taxes that may be levied or
assessed against the Premises based upon the value of the
Premises by any authority having the direct or indirect power
to tax, including any city, county, state or federal
government, or any school, agricultural, lighting, drainage or
other improvement district thereof or any tax that may
subsequently be imposed in substitution, partially or totally,
thereof."
9. The Lessor's address for notices as set forth in Section 14.8
is hereby amended to read as follows:
"Lessor:c/o ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇"
The Lessee's address for notices as set forth in Section 14.8 is hereby amended
to read as follows:
"Lessee: c/o ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇"
10. Paragraph 14.25 of the Lease entitled "Purchase Option" is
hereby amended to read as follows:
"14.25 Purchase Option. Lessor hereby grants to Lessee the
right and option to purchase the Premises at the times, for
amounts and on the terms set forth herein. For the purpose of
this purchase option, the Premises shall include both Site
18-A, Site 18-B and the additional land and the buildings and
improvements located thereon; Lessee not having an option to
purchase either Site 18-A, Site 18-B or the additional land
without purchasing the entire Premises.
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Lessee shall have the option to purchase the Premises on the
following dates (subject, however, to paragraph 14.26): March
1, 2002 (or five (5) years after the date Lessor closes its
intended financing with Wachovia Bank, N.A., whichever is
later), March 1, 2007, March 1, 2012, and March 1, 2017.
Lessee shall give Lessor notice of Lessee's option to purchase
the Premises no less than six (6) months and no more than nine
(9) months prior to the applicable date of purchase. The
purchase price for the entire Premises shall be the sum of the
following two (2) numbers:
(a) Lessor and Lessee have agreed that the value of the Site A
Building and the Site B Building as of March 1, 1997 was
$5,000,000. The purchase price for the Site A Building and the
Site B Building and the land associated therewith will be
calculated by increasing said $5,000,000 value by 2%
compounded annually (i.e. from March 1 of each year through
February 28 of each year (or February 29 in the case of a leap
year) through the closing date.
(b) The purchase price for the Expansion Building and the
Additional Land will equal the Expansion Improvements Costs
increased at the rate of 2% per annum from the Expansion
Improvements Completion Date (as defined in Paragraph 12(f) of
this First Lease Modification Agreement).
(c) If the closing takes place on a day other than March 1 of
any particular calendar year, the 2% increase referenced in
the foregoing parts (a) and (b) will be prorated based upon
the actual number of days that have transpired in the
particular annual period in which the closing takes place."
(d) In the event Lessee exercises the purchase option, Lessee
will either assume the existing financing encumbering the
Premises or pay any prepayment fee or penalties, if any, if
the existing financing is paid off in connection with Lessee's
acquisition of the Premises; provided, however, that Lessee's
obligation with respect to any prepayment fees or penalties
shall be limited to the amounts described in Exhibit D
attached hereto and Lessor shall be responsible for and shall
pay any prepayment fees or penalties in excess of the amounts
described in Exhibit D. If Lessee assumes the existing
financing encumbering the Premises Lessor shall pay any
assumption fees or other
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charges imposed by Lessor's lender in connection with such
assumption. Lessee and Lessor have entered into this
Modification on the assumption that the provisions which will
be included in the loan documents to be executed by Lessor in
connection with its intended financing to be secured by the
Premises permitting Lessee's assumption of such financing will
be as set forth on Exhibit E attached hereto. If in the final
loan documents the assumption provisions differ from those
attached as Exhibit E, Lessor shall take whatever steps
necessary so that Lessee may assume the existing financing on
the same terms and conditions as set forth on Exhibit E;
provided, however, that Lessor shall not be required to take
any action to address matters that are within the control of
Lessee. Lessor and Lessee acknowledge that notwithstanding the
language in part (c) of Exhibit E requiring Lessee to pay all
costs and expenses incurred by the Lender in connection with
the Loan assumption, Lessor and Lessee have agreed that Lessor
shall be responsible for paying such costs as set forth above
in this paragraph (d).
(e) If in connection with its exercise of the purchase option
Lessee is assuming the existing financing, Lessee and Lessor
agree to cooperate to cause Lessor's lender to permit Lessee
to assume and be bound by the terms of the loan documents on a
prospective basis only. If Lessor's lender will not allow such
assumption on a prospective basis only, then Lessor shall
indemnify and hold Lessee harmless from and against any and
all loss, damage, costs or expense (including without
limitation, reasonable attorneys' fees and expenses incurred)
that Lessee may suffer or incur arising as a result of any
alleged breach of the terms and conditions of the loan
documents occurring prior to the date of the transfer of fee
simple title to the Premises to Lessee.
11. The reference in the second sentence of paragraph 14.26 to
"thirty (30) days" is hereby amended to read "ninety (90) days" and the
reference in the fifth sentence of paragraph 14.26 to "ninety (90) days" is
hereby amended to read "on or before March 1 following Lessor's receipt." The
seventh sentence of paragraph 14.26 is deleted in its entirety. The following is
added at the end of paragraph 14.26: "Notwithstanding anything in Paragraph
14.25 or this Paragraph 14.26 to the contrary, at Lessee's option, the closing
of the purchase of the Premises may take place at any time during the period
which is either ten (10) days prior to the March 1 closing date provided in
Paragraph 14.25 and this Paragraph 14.26 or ten (10) days after such March 1
date."
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12. (a) Landlord, at its own expense, will proceed diligently
to acquire the Additional Land by no later than May 26, 1998. Thereafter,
Landlord, at its own expense, and in accordance with the Plans and
Specifications (hereinafter described) agrees to commence and use good faith
efforts to complete the construction of the Expansion Building and the other
improvements to be constructed in accordance with the Plans and Specifications
(the Expansion Building and such other improvements are hereafter collectively
referred to as the "Expansion Improvements"). Lessor acknowledges that Lessee
has delivered to Lessor plans and specifications for the Expansion Improvements
and that such plans and specifications have been approved (said plans and
specifications are herein referred to as the "Plans and Specifications"). Lessee
may, from time to time, modify, amend or change the Plans and Specifications
provided, however, to the extent such modifications, amendments or changes
result in any delay of the time periods and construction schedule set forth
herein, such dates and time periods shall be extended by a number of days equal
to the length of such delay, and provided further that if any such
modifications, amendments or changes result in an increase in the construction
costs, Lessee will be solely responsible for any such increase.
(b) Lessor has agreed to contract with ▇.▇. ▇▇▇▇▇▇
Company, Inc. (herein the "General Contractor") for the construction of the
Expansion Improvements. Lessor shall enter into a cost plus contract with a
guaranteed maximum price (herein the "Construction Contract") with General
Contractor for the construction of the Expansion Improvements in accordance with
the Plans and Specifications; provided, however, that Lessee shall have the
right to review and approve the final form of the Construction Contract before
the same is fully executed, which approval will not be unreasonably withheld.
Lessee shall be responsible for any Expansion Improvements Costs in excess of
$1,100,000 unless such additional costs result from the Lessor's acts or
omissions or as a result of Lessor failing to fulfill its obligations under this
paragraph 12 in which case Lessor shall be responsible for such additional
Expansion Improvements Costs and provided also that Lessor shall be responsible
for any soft costs in excess of the amounts shown on Exhibit B unless Lessee
approves in writing an increase in the soft costs. If Lessee approves an
increase in the soft costs, Lessor shall fund such increased costs, but such
increased costs shall be included in calculating the rent for the Expansion
Building as set forth in Paragraph 3(e) of this Modification. Without limiting
Lessee's right to review and approve the final form of the Construction
Contract, the Construction Contract shall include the following provisions:
(i) There shall be no change orders or
modifications to the Construction Contract without the written consent
of Lessee or Lessee's Project Manager. Lessee hereby designates ▇▇▇▇
▇▇▇▇▇ as its Project Manager.
(ii) The General Contractor shall coordinate with
the Project Manager and Lessee's on-site plant manager to coordinate
the work
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being performed under the Construction Contract so as to minimize
interference with Lessee's ongoing operations on the Premises.
(iii) The General Contractor will schedule weekly
progress meetings to be held on-site and will notify Lessor and Lessee
and the Project Manager or his representative of the day and time when
such meetings will be held. Lessee's Project Manager or his
representative shall be entitled to be present at all such meetings and
to participate therein. Any notice to Lessee's Project Manager shall be
given to:
▇▇▇▇ ▇▇▇▇▇
Printpack, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No: (▇▇▇) ▇▇▇-▇▇▇▇ (ext. 7551)
(iv) Whenever the General Contractor submits to
Lessor a request for payment, a copy of such request, and all
supporting information, shall also be delivered to Lessee's Project
Manager.
(v) See also paragraphs 12(g) and 12(h) below
for additional provisions to be included in the General Contract.
(vi) The General Contractor will, as a first
order of construction, grade and install base gravel in all proposed
drives and parking areas to provide for off-street and on-site parking
for all vehicles, equipment, and material used by Landlord, Lessee,
General Contractor and their respective employees and agents and shall
maintain the same throughout the construction period.
(vii) The General Contractor will keep the streets
of the ▇▇▇▇▇ Corporate Center-Williamsburg free of mud, dirt, and
debris from construction at all times.
(viii) Materials storage areas shall be screened
from view.
(c) Lessor has agreed to contract with The Greenwood
Partnership (herein the "Architect and Engineer") for the architectural and
engineering services in connection with the construction of the Expansion
Improvements; provided, however, that Lessee shall have the right to review and
approve the final form of the contract (herein the "A&E Contract") with the
Architect and Engineer before the same is fully executed, which approval will
not be unreasonably upheld. Without limiting, Lessee's right to review and
approve the final form of the A&E Contract, the A&E Contract shall include the
following provisions:
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(i) There shall be no change orders or
modifications to the A&E Contract without the written
consent of Lessee or Lessee's Project Manager.
(ii) If requested to do so, the Architect and
Engineer will attend weekly progress meetings
on-site.
(iii) Whenever the Architect and Engineer submits
to Lessor a request for payment, a copy of such
request, and all supporting information, shall also
be delivered to Lessee's Project Manager.
(d) Lessor will use all reasonable efforts (i) to acquire
fee simple title to the Additional Land by May 26, 1998 and (ii) to close by
June 15, 1998 Lessor's construction loan in an amount sufficient to pay the
Expansion Improvements Costs. Lessee has previously received a leasehold title
insurance policy ("Lessee's Title Policy") from Lawyers Title Insurance
Corporation (Policy No. 7115-00-003604), a copy of which is attached hereto as
Exhibit C and made a part hereof. By June 15, 1998, Lessor, at its expense,
shall cause an endorsement to be issued to Lessee's Title Policy which (i)
brings forward the date of the policy to the date Lessor acquires fee simple
title to the Additional Land, (ii) modifies the legal description of the
property currently attached to the Lessee's Title Policy to include the
Additional Land (with a contiguity endorsement if an all-inclusive legal
description is not used), (iii) revising Item 1 of Schedule B to read "Taxes for
the year 1998, a lien, but not yet due, payable or delinquent and taxes for
subsequent years", and (iv) is otherwise in the form attached hereto as Exhibit
F and made a part hereof. Lessor shall also provide to Lessee a survey of the
Additional Land prepared by a registered land surveyor in the State of Virginia
and showing (i) all visible improvements, if any, located on the Additional
Land, and (ii) the location of all locatable easements and other matters
affecting the Additional Land as revealed in the endorsement to Lessee's Title
Policy.
(e) Lessor and Lessee agree to cooperate to have a
building permit for the Expansion Improvements so that construction of the
Expansion Improvements can begin no later than June 15, 1998. Lessor and Lessee
agree to cooperate to obtain all consents, approvals and permits for the
construction of the Expansion Improvements required from any governmental
authority or under any private covenants or restrictions as affecting the
Additional Land.
(f) Lessor shall complete construction of the Expansion
Improvements in accordance with the Plans and Specifications. Lessor shall use
its good faith efforts to have the construction of the Expansion Improvements
completed no later than one-hundred eighty (180) days after a building permit
has been issued for the Expansion Improvements. For purposes of this First Lease
Modification Agreement, the terms "complete construction," "completion of the
Expansion Improvements," and similar terms shall be deemed to mean: (i) the
Architect and Engineer shall have certified to Lessor and
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Lessee that, except for typical "punchlist" construction items, construction of
the Expansion Improvements, including the connection of all utilities to the
Expansion Building, has been substantially completed in accordance with the
Plans and Specifications, and (ii) a permanent Certificate of Occupancy for the
Expansion Improvements has been issued by the appropriate governmental authority
(provided, however, that if a permanent Certificate of Occupancy cannot be
issued because of punchlist type items that remain to be completed, this item
(ii) shall be deemed satisfied so long as a temporary Certificate of Occupancy
(or reasonable equivalent) has been issued by the appropriate governmental
authority and Lessee is otherwise able to use the Expansion Improvements for
their intended use). When the foregoing items (i) and (ii) have been satisfied,
Lessor and Lessee shall enter into an agreement confirming the date (herein
referred to as the "Expansion Improvements Completion Date") on which such items
were satisfied. Acceptance of possession, or use and occupancy of the Expansion
Improvements, or any portion thereof by Lessee shall not be deemed to constitute
a waiver by Lessee of Lessor's duties and obligations in respect to completion
of construction of the Expansion Improvements.
(g) During the course of construction of the Expansion
Improvements, Lessor shall allow, and the Construction Contract shall permit,
Lessee, its employees, agents, or contractors (including, without limitation,
Lessee's Project Manager) to have access to the Expansion Improvements for
purposes of inspecting the construction of the Expansion Improvements pursuant
to the Plans and Specifications and for purposes of inspecting, measuring,
installing, or arranging for the placement or installation of fixtures,
equipment, materials, supplies, and inventory of Lessee at Lessee's risk and
sole cost and expense; provided, however, such activity shall not unreasonably
interfere with construction of the Expansion Improvements by the General
Contractor.
(h) Possession of the Expansion Improvements shall be
given to Lessee in tenantable condition, broom clean and free of debris, and
free of liens and encumbrances except as set forth in Lessee's Title Policy (and
subject to any additional title exceptions which may be approved by Lessee as
set forth in paragraph 12(d) above). Lessor shall require the General Contractor
(i) to warrant in the Construction Contract that all materials and workmanship
utilized or employed by the General Contractor in the construction of the
Expansion Improvements shall be free of defects for a period of one (1) year
from the date of completion of construction thereof in accordance with the Plans
and Specifications; and (ii) to acknowledge and agree in the Construction
Contract that Lessee constitutes a third party beneficiary of such contract and
that Lessee has the right, but not the obligation, to enforce the terms thereof
to no lesser extent than Lessor. In addition to repairs or replacements covered
by such manufacturers' or contractors' warranties, Lessor shall make all
necessary repairs or replacements to the Expansion Improvements, structures,
systems, and fixtures constructed or installed by or at the request of Lessor
for a period of one (1) year after the completion of the
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Expansion Improvements to the extent such repairs or replacements are rendered
necessary as a result of defective materials or workmanship. The agreements of
Lessor as contained in this subparagraph 12(h) shall survive for one (1) year
after the completion of the Expansion Improvements. To the extent of any
inconsistencies between this subparagraph 12(h) and any provisions of the Lease
regarding Lessor's maintenance, repair and or restoration obligations, the
Lessor's obligations as set forth in this subparagraph 12(h) shall be in
addition to such maintenance and/or repair obligations as set forth in the
Lease. Nothing in this subparagraph 12(h) shall be deemed to constitute a waiver
by Lessee of, or otherwise limit, Lessor's obligations to perform any obligation
to maintain, repair, or restore the Premises as provided in the Lease.
(i) Lessor agrees that if at any time governmental
authority having jurisdiction over the Expansion Improvements shall determine
that the Expansion Improvements shall not have been constructed in compliance
with any applicable building code, law ordinance, rule, or regulation of such
governmental authority, and such governmental authority shall request compliance
therewith, and if failure to comply shall in any way affect the right of Lessee
to use or occupy the Premises or any portion thereof, or affect any other right
of Lessee under the Lease, or impose any obligation upon Lessee, then Lessor
shall, upon receipt of notice of such determination, cause such repairs,
alterations, or other work to be done so as to bring about the compliance
requested; provided, however, if such noncompliance shall be the result of the
Plans and Specifications or improvements constructed or installed by Lessee or
the result of Lessee's operations, then Lessee shall be responsible for bringing
about such compliance. Except to the extent such noncompliance is caused by
Lessee as aforesaid, if Lessee shall be deprived of the use and enjoyment of the
whole or any part of the Premises as a result of such noncompliance, all rent
and other amounts which shall otherwise be due and payable under the Lease shall
▇▇▇▇▇ on a per diem basis in proportion to such deprivation.
(j) In addition to any other remedies that Lessee may
have upon a default by Lessor under the Lease as amended hereby, Lessee may, at
its option, without waiving any claim for damages incurred by Lessee by virtue
of the occurrence of an event of default hereunder, at any time thereafter cure
such default for the account of Lessor, and any amount paid or incurred by
Lessee in so doing shall be deemed paid or incurred for the account of Lessor,
and Lessor agrees to reimburse Lessee therefor on demand and save Lessee
harmless therefrom. Lessee may remedy any such event of default prior to the
expiration of the period within which Lessor may cure such event of default if
the cure of such event of default prior to the expiration of such period is
reasonably necessary to protect the Premises or any portion thereof (including,
without limitation, the Expansion Improvements) or to prevent injury to persons
or damage to property, or to permit Lessee to conduct its usual business
operations within the Premises or any portion thereof (including, without
limitation, the Expansion Improvements); provided, however, Lessee shall first
give Lessor reasonable notice of its intention to so cure such event of default
except in the case of an emergency when actual notice shall not be required so
long as Lessee has exercised reasonable diligence to provide Lessor with such
notice. In the event Lessor fails to reimburse Lessee for any reasonable amount
paid for the account of Lessor hereunder within fifteen (15) days after receipt
from Lessee of bills or written notice of claim for reimbursement, said amount,
together with interest at the rate of ten percent (10%) per annum, may be
deducted by Lessee from the next or any succeeding installment
- 12 -
13
payments of rent or any other amounts due and payable by Lessee to Lessor under
the Lease.
(k) Lessor will not approve payment of any costs to be
included in the Expansion Improvements Costs unless the same is first approved
in writing by Lessee's Project Manager which approval will not be unreasonably
withheld. Within five (5) business days after Lessee's Project Manager has
received a written request for payment of any costs to be included in the
Expansion Improvements Costs Lessee's Project Manager will notify Lessor in
writing if Lessee's Project Manager has any objection to the payment of the
requested costs and in such notice shall specify the basis for Lessee's Project
Manager's objection. If by the expiration of such five (5) business day period
Lessor has not received any such written notice of objection from Lessee's
Project Manager, the requested payment shall be deemed approved by Lessee's
Project Manager.
(l) It is anticipated that Section 4.1 of the
Construction Contract will provide for a per diem sum by which the amount due
under the Construction Contract will be reduced for each day beyond which the
Expansion Improvements have not been substantially completed. Any amount by
which the amount due under the Construction Contract is reduced by operation of
Section 4.1 of the Construction Contract is hereafter referred to as the
"Contract Reduction Sum." If Lessor receives the Contract Reduction Sum, or any
portion thereof, in the form of payment from the General Contractor (as opposed
to an offset against the amount due under the Construction Contract), Lessor
will promptly pay such amount to Lessee. If Lessor receives the Contract
Reduction Sum, or any portion thereof, in the form of an offset against or
reduction of the amount due under the Construction Contract, then nevertheless
Lessor shall request that Lessor's construction lender fund such amount of the
Contract Reduction Sum and if Lessor's construction lender funds such amount,
Lessor will promptly pay such amount to Lessee. If Lessor receives any portion
of the Contract Reduction Sum as an offset against or reduction of the amount
due under the Construction Contract, and if Lessor's construction lender will
not fund such amount, Lessee shall be entitled to offset such amount of the
Contract Reduction Sum against the rent that would otherwise be due under the
terms of the Lease provided that the maximum amount of any offset in any one
month shall not exceed $10,000.
13. [Intentionally deleted.]
14. Lessor agrees that to the extent Lessor's consent is required
under Paragraph 5.1 of the Lease, such consent will not be unreasonably
withheld.
15. Paragraphs 8.1, 8.2 and 8.3 of the Lease are deleted in their
entirety and replaced with the following:
"Subject to the remaining provisions of this Paragraph 15, if
the Premises are damaged by fire or other casualty, Lessor
shall at Lessor's expense repair such damage as soon as
- 13 -
14
reasonably possible (provided, however, that if Lessee has the
option of terminating the Lease within sixty (60) days after a
casualty as provided below, Lessor shall have no obligation to
commence repair or restoration until either such sixty (60)
day period has expired or Lessee notifies Lessor in writing
that Lessee has elected not to terminate this Lease,
whichever, first occurs) and this Lease shall continue in full
force and effect but Lessor shall not repair or replace
Lessee's fixtures, equipment or tenant improvements.
Notwithstanding the foregoing, if at any time during the term
of the Lease, the Premises are totally destroyed from any
cause (including any total destruction required by any
authorized public authority), Lessee may elect to terminate
the Lease as of the date of such total destruction. Also, if
at any time during the term of the Lease, the Premises are
less than totally destroyed and in Lessee's reasonable
judgment Lessor will not be able to restore the Premises
within one-hundred eighty (180) days after the casualty,
Lessee may terminate the Lease by giving written notice
thereof to Lessor. If within sixty (60) days after the
casualty Lessor has not received any such notice of
termination from Lessee, Lessee shall be deemed to have
elected not to terminate the Lease. If Lessee is so deemed to
have elected not to terminate the Lease, or if within the
sixty (60) day period Lessee notifies Lessor in writing that
Lessee has elected not to terminate the Lease, Lessor shall
promptly commence to repair and restore the Premises and shall
thereafter diligently pursue such repair and restoration to
completion. If the Premises are damaged or destroyed during
the last six months of the term of the Lease, either Lessor or
Lessee may cancel and terminate the Lease as of the date of
occurrence of such damage by given written notice to the other
within thirty (30) days after the date of occurrence of such
damage."
16. Paragraph 8.5(a) of the Lease is revised to read as follows:
"If the Premises are destroyed or damaged, then unless this
Lease is terminated as a result of such fire or other casualty
as herein provided, the rent payable hereunder for the period
during which such damage, repair or restoration continues
shall be abated in proportion to the degree to which Lessee's
use of the Premises is impaired. Except for abatement of rent,
if any, Lessee shall have no claim against Lessor for any
damage suffered by reason of any such
- 14 -
15
damage, destruction, repair or restoration unless Lessor has
failed to maintain the insurance required by Paragraph 7.2(a)
of this Lease or if the Lessor fails to fulfill its
restoration obligations under this Paragraph 8."
17. The words "mortgage," "encumber" and "encumbrance" are deleted
from Paragraph 11.1 of the Lease. Lessee shall be entitled to mortgage or
otherwise pledge its interest under the Lease as collateral to any lender
providing financing to Lessee and Lessor acknowledges and agrees that any such
lender may foreclose on its interests and succeed to the Lessee's interests
under the Lease. Lessor also agrees that any landlord's lien that Lessor may
have on any of Lessee's fixtures, equipment, machinery, inventory, or other
personal property shall be subordinate to any lien or security interest in such
item granted to any lender providing financing to Lessee. Lessor also agrees to
provide any such lender with a copy of any notice of default sent by Lessor to
Lessee and Lessor will provide any such lender a reasonable opportunity after
receipt of such notice in which to cure such default.
18. Notwithstanding anything in Paragraph 11.2 or 11.3 of the
Lease, if Lessor enters into any amendments or modifications of the Lease which
increase the monetary obligations of the Lessee thereunder or which otherwise
impose material additional obligations on the lessee under the Lease, Lessee
shall be relieved from any liabilities or obligations arising under the Lease
subsequent to the date of any such amendment or modification.
19. In addition to the transfers and assignments permitted by
Paragraph 11.2 of the Lease, Lessor agrees that, without Lessor's prior written
consent, Lessee may assign its interests and rights under the Lease to an entity
whose net worth equals or exceeds Lessee's net worth as of the date hereof (in
1998 equivalent dollars). Notwithstanding the foregoing, any such assignment
shall be subject to approval by the holder of any first priority mortgage
encumbering the Premises (which approval shall not be unreasonably withheld).
Upon any such assignment, Lessee shall be relieved from any further liabilities
or obligations arising under the Lease after the date of such transfer.
20. The first sentence of Paragraph 13 of the Lease is revised to
read as follows:
"If more than twenty-five percent (25%) of the Premises shall
be taken or appropriated by any public or quasi-public
authority under the power of eminent domain, or if any portion
of any of the buildings comprising a portion of the Premises
shall be taken or appropriated by any public or quasi-public
authority under the power of eminent domain and in Lessee's
reasonable opinion the remaining portion of the buildings are
insufficient for Lessee to continue to operate its business
therein in a manner satisfactory to
- 15 -
16
Lessee, either party hereto shall have the right, at it's
option, to terminate this Lease, and Lessee shall have no
claim against Lessor for the value of any unexpired term of
this Lease."
21. Lessor shall at any time upon not less than ten (10) days
prior written notice from Lessee execute, acknowledge and deliver to Lessee a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to Lessor's knowledge, any uncured defaults on
the part of Lessee hereunder, or specifying such defaults if any are claimed.
Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of Lessee's interests in the Premises under the Lease. Lessor's
failure to deliver such statement within such time shall be conclusive upon
Lessor (i) that this Lease is in full force and effect, without modification
except as may be represented by Lessee, (ii) that there are no uncured defaults
in Lessee's performance, and (iii) that not more than one month's rent has been
paid in advance, or such failure may be considered by Lessee as a default by
Lessor under the Lease.
22. The first sentence of Paragraph 14.23 of the Lease is deleted.
The last sentence of Paragraph 14.23 is deleted and replaced with the following:
"No option may be exercised at a time when Lessee is in
default under its obligations under this Lease provided that
Lessee has been given written notice of such default and has
not cured the same or does not cure the same within any
applicable cure period. If a default exists at the time that
Lessee wishes to exercise its option to purchase the Premises
and Lessee has been given written notice thereof but the time
period within which Lessee may cure such default has not yet
expired, Lessee may nevertheless exercise its purchase option
but such purchase option shall not be effective unless Lessee
cures the default before the expiration of the applicable cure
period."
23. All of the terms, covenants and conditions of the Lease not
expressly amended herein are hereby ratified and confirmed and shall be and
remain in full force and effect.
- 16 -
17
WITNESS the following signatures as of the day and year first above
written.
GF ASSOCIATES
By: /s/ ▇. ▇. ▇▇▇▇▇▇, ▇▇.
---------------------
Title: ▇. ▇. ▇▇▇▇▇▇, ▇▇., General Partner
----------------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------
Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., General Partner
------------------------------------------
PRINTPACK, INC.
By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
Title: V.P.- Finance
-------------
EXHIBITS
A -- Legal Description of the Additional Land
B -- List of Soft Costs
C -- Lessee's Title Insurance Policy
D -- Prepayment Provisions
E -- Assumption Provisions
F -- Form of Endorsement to Lessee's Title Insurance Policy
- 17 -
18
LEGAL DESCRIPTION
All that certain piece or parcel of land located in ▇▇▇▇▇ Corporate
Center-Williamsburg, ▇▇▇▇▇ City County, Virginia, and designated as "2.1858
Acres Being a Portion of Tax Map ▇▇-▇ ▇▇▇▇▇▇ 1-77 Hereby Conveyed by ▇▇▇▇▇
Properties, Inc. to GF Associates" on that certain plat entitled, "Plat of
Parcel 18 Being a Re-Subdivision of Busch Corporate Center-Williamsburg, ▇▇▇▇▇
City County, Virginia," dated January 8, 1998, which Plat is to be recorded in
the Clerk's Office of the Circuit Court of Williamsburg and ▇▇▇▇▇ City County,
Virginia.
19
EXHIBIT B
1. The costs for the examination of title to the Additional (1 and 2 combined:
Land; $ 3,000)
2. The Premiums for the Owner's and Lessee's title insurance (see 1 above)
policies.
3. The fees and costs related to a survey of the property and $ 2,500
the preparation of the amended subdivision plat;
4. Any fees payable to either Colonial Pipeline Company or the $ 1,000
Hampton Roads Sanitation District for the use of their
easement areas;
5. Any fees and costs incurred by the Lessor to obtain $11,000
construction financing to the Expansion Improvements and
the acquisition of the Additional Land;
6. Recording fees associated with both the Deed to the $ 2,500
Additional Land and the Deed of Trust securing the Lessor's
financing;
7. The cost of any Phase I or similar environmental $ 3,000
assessments;
8. The Lessor's attorney's fees incurred in connection with $10,000
the acquisition of the Additional Land and the closing of
the Lessor's financing (but not to exceed $10,000);
9. Interest on the Lessor's financing during construction; and $25,000
10. Real Estate taxes on the Additional Land during $ 200
construction and until they are part of the formula in the
Lease.
11. Structural Examination $ 2,000
-------
$60,200
20
EXHIBIT C
Lawyers Title
Insurance Corporation
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
LEASEHOLD OWNER'S POLICY NUMBER
115 - 00 - 003604
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, LAWYERS TITLE INSURANCE
CORPORATION, a Virginia corporation, herein called the Company, insures, as of
Date of Policy shown in Schedule A, against loss or damage, not exceeding the
Amount of Insurance stated in Schedule A, sustained or incurred by the insured
by reason of:
1. Title to the estate or interest described in Schedule A being
vested other than as stated therein;
2 Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title;
4. Lack of a right of access to and from the land.
The Company will also pay the costs, attorneys' fees and expenses incurred in
defense of the title or the lien of the insured mortgage, as insured, but only
to the extent provided in the Conditions and Stipulations.
IN WITNESS WHEREOF the Company has caused this policy to be signed and sealed,
to be valid when Schedule A is countersigned by an authorized officer or agent
of the Company, an in accordance with its By-Laws.
Lawyers Title Insurance Corporation
Attest: /s/ ▇.▇. ▇▇▇▇▇▇, III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary President
21
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this
policy and the Company will not pay loss or damage, costs, attorneys' fees or
expenses which arise by reason of:
1.(a) Any law, ordinance or governmental regulation (including but not
limited to building and zoning laws. ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) the occupancy,
use, or enjoyment of the land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the land; (iii)
a separation in ownership or a change in the dimensions or area of the
land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws,
ordinances or governmental regulations, except to the extent that a
notice of the enforcement thereof or a notice of a defect, lien or
encumbrance resulting from a violation or alleged violation affecting
the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the
extent that a notice of the exercise thereof or a notice of a defect,
lien or encumbrance resulting from a violation or alleged violation
affecting the land has been recorded in the public records at Date of
Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been
recorded in the public records at Date of Policy, but not excluding
from coverage any taking which has occurred prior to Date of Policy
which would be binding on the rights of a purchaser for value without
knowledge.
3. Defects. liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured
claimant;
(b) not known to the Company, not recorded in the public records
at Date of Policy, but known to the insured claimant and not
disclosed in writing to the Company by the insured claimant
prior to the date the insured claimant became an insured under
this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to
the extent that this policy insures the priority of the lien
of the insured mortgage over any statutory lien for services,
labor or material); or
(e) resulting in loss or damage which would not have been
sustained if the insured claimant had paid value for the
estate or interest insured by this policy.
22
LAWYERS TITLE
INSURANCE CORPORATION
NATIONAL HEADQUARTERS
RICHMOND. VIRGINIA
SCHEDULE A OWNER'S POLICY
Case Number: Date Of Policy Amount of Insurance Endorsements Policy No.
96-548 8-23-96 $1,379,860.00 ▇▇▇-▇▇-▇▇▇▇▇▇
Name of Insured:
PRINTPACK, INC., A GEORGIA CORPORATION
LEASEHOLD TERM INSURED IS: See Attached Schedule A-2
The estate or interest in the land which is covered by this policy is:
Leasehold, together with an option to purchase
Title to the estate or interest in the land is vested in:
Printpack, Inc., a Georgia Corporation
The land referred to in this policy is described as follows:
SEE ATTACHED
WTIA, INC. (▇▇▇) ▇▇▇-▇▇▇▇
WILLIAMSBURG, VIRGINIA
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------- -----------------------
Countersignature Authorized Officer or Agent Issued at (Location)
Policy 136 This Policy is invalid unless the cover 035-0-136-0000
ALTA Owner's Policy (10-17-92) sheet and Schedule B area attached
================================================================================
This Policy is invalid unless the cover
sheet and Schedule B area attached
23
SCHEDULE A-2
The ▇▇▇▇▇▇ Group, Ltd., as Lessor ("▇▇▇▇▇▇") and Shell Oil Company, as
Lessee ("Shell Oil") entered into a lease dated as of July 25, 1990, demising
certain property in ▇▇▇▇▇ City County, Virginia more particularly described on
Exhibit A attached hereto and made a part hereof (the "Lease").
▇▇▇▇▇▇'▇ interest in the Lease was assigned to GF Associates by
assignment dated March 29, 1991.
Shell Oil's interest in the Lease was assigned to Rampart Packaging,
Inc. by assignment dated July 25, 1990.
▇▇▇▇▇ River II, Inc. acquired all of the stock of Rampart Packaging,
Inc. on August 12, 1991.
▇▇▇▇▇ River II, Inc. was merged with and into ▇▇▇▇▇ River Paper
Company, Inc., the surviving corporation, on December 27, 1992.
A memorandum of such lease between GF Associates, a Virginia general
partnership (Lessor) and ▇▇▇▇▇ River Paper Company, Inc., a Virginia corporation
(Lessee) dated June 20, 1996, was recorded August 23, 1996 in Deed Book 804,
page 108.
An assignment of the foregoing lease from ▇▇▇▇▇ River Paper Company,
Inc. (Assignor) to Printpack, Inc. (Assignee) dated August 15, 1996 was recorded
August 23, 1996, in ▇▇▇▇▇ City Deed Book 804, page 114.
24
LEGAL DESCRIPTION
(WILLIAMSBURG)
ALL OF THAT LAND SITUATED IN THE ▇▇▇▇▇ CORPORATE CENTER, ▇▇▇▇▇ CITY COUNTY,
VIRGINIA, PREVIOUSLY REFERRED TO AS "SITES ▇▇▇ ▇▇▇ ▇▇▇" ▇▇ ▇▇▇▇ RECORDED IN PLAT
BOOK 37, PAGE 63, ▇▇▇▇▇ CITY COUNTY CLERK'S OFFICE RECORDS, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS ACCORDING TO PLAT OF SURVEY PREPARED BY
▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇, P.C., (BEARING THE CERTIFICATION OF ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, REG.
LAND SURVEYOR NO. 1448-B), DATED MAY 17, 1996 AND REVISED AUGUST 16, 1996:
BEGINNING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF PACKETS COURT, SAID POINT
ALSO BEING THE NORTHWEST PROPERTY CORNER OF PROPERTY NOW OR FORMERLY OWNED BY
JEFFERSON SHOALS ASSOCIATES; THENCE LEAVING SAID RIGHT-OF-WAY LINE AND RUNNING
S11(Degree)10'13"E, 35.28 FEET TO A POINT; THENCE S57(Degree)04'40"W, 65.80 FEET
TO A POINT; THENCE S32(Degree)55'20"E, 236.64 FEET TO A POINT; THENCE
S15(Degree)30'00"W, 66.23 FEET TO A POINT; THENCE S15(Degree)30'00"W 60.00 FEET
TO A POINT ON THE NORTH LINE OF A 30' HAMPTON ROADS SANITATION DISTRICT
EASEMENT; THENCE ALONG THE NORTH LINE OF SAID SANITATION DISTRICT EASEMENT
N74(Degree)30'00"W, 70.00 FEET TO A POINT; THENCE ALONG THE NORTHERLY LINE OF
SAID SANITATION DISTRICT EASEMENT, N74(Degree)30'00"W, 319.86 FEET TO A POINT;
THENCE CONTINUING ALONG THE NORTHERLY, NORTHEASTERLY AND EASTERLY LINE OF SAID
SANITATION DISTRICT EASEMENT, ON A CURVE TO THE RIGHT WHOSE RADIUS = 525.42
FEET, CENTRAL ANGLE = 84(Degree)00'00", ARC LENGTH = 770.31 FEET, CHORD LENGTH =
703.15 FEET, CHORD BEARING = N32(Degree)30'00" W TO A POINT; THENCE, CONTINUING
ALONG THE EASTERLY LINE OF SAID SANITATION DISTRICT EASEMENT ON A CURVE TO THE
RIGHT WHOSE RADIUS = 1680.00 FEET, CENTRAL ANGLE = 01(Degree)42'19", ARC LENGTH
= 50.00 FEET, CHORD LENGTH = 50.00 FEET, CHORD BEARING = N08(Degree)38'51"E TO A
POINT; THENCE ALONG THE SOUTH PROPERTY LINE OF LANDS NOW OR FORMERLY OWNED BY
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, N87(Degree)13'38"E, 401.26 FEET TO A POINT; THENCE ALONG THE
WEST PROPERTY LINE OF LANDS NOW OR FORMERLY OWNED BY ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇(▇▇▇▇▇▇)▇▇'▇▇"▇, 100.00 FEET TO A POINT; THENCE CONTINUING ALONG THE WEST
PROPERTY LINE OF LANDS NOW OR FORMERLY OWNED BY ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇(▇▇▇▇▇▇)▇▇'▇▇"▇, 117.69 FEET TO A POINT; THENCE ALONG THE NORTHWESTERLY
RIGHT-OF-WAY LINE OF PACKETS COURT AND ON A CURVE TO THE LEFT WHOSE RADIUS =
64.00 FEET, CENTRAL ANGLE = 142(Degree)02'45", ARC LENGTH = 158.67 FEET, CHORD
LENGTH = 121.04 FEET, CHORD BEARING = S00(Degree)33'21"E TO A POINT; THENCE
ALONG THE SOUTH RIGHT-OF-WAY OF PACKETS COURT, S71(Degree)34'44"E, 105.36 FEET
TO A POINT; THENCE CONTINUING ALONG THE SOUTH RIGHT-OF-WAY OF PACKETS COURT AND
ON A CURVE TO THE LEFT WHOSE RADIUS =
25
330.00 FEET, CENTRAL ANGLE = 29(Degree)35'29", ARC LENGTH = 170.43 FEET, CHORD
LENGTH = 168.55 FEET, CHORD BEARING = S86(Degree)22'29"E AND RETURNING TO THE
POINT OF BEGINNING.
TOGETHER WITH THAT CERTAIN NON-EXCLUSIVE PERPETUAL EASEMENT FOR THE INSTALLATION
AND MAINTENANCE OF UNDERGROUND STORMWATER DRAIN PIPES AND RELATED DRAINAGE
FACILITIES FOR THE BENEFIT OF SITES 18A AND 18B DESCRIBED ABOVE, IN, UNDER,
UPON, THROUGH AND BENEATH THE AREA DESIGNATED "2.38 AC. STORMWATER BASIN' ON
THAT CERTAIN PLAT ENTITLED, "▇▇▇▇▇ CORPORATE CENTER - WILLIAMSBURG, PLAT OF
PHASE IV TO BE CONVEYED TO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TRADING AS VIRBY REALTY COMPANY
FROM ▇▇▇▇▇ PROPERTIES, INC.," DATED AUGUST 4, 1982, AND RECORDED IN THE CLERK'S
OFFICE AFORESAID IN PLAT BOOK 37, AT PAGE 63, AS MORE PARTICULARLY DESCRIBED IN
THAT CERTAIN DEED OF EASEMENT BETWEEN ▇▇▇▇▇ PROPERTIES, INC., AND THE ▇▇▇▇▇▇
GROUP, LTD., DATED JUNE 10, 1987, WHICH DEED WAS RECORDED IN THE CLERK'S OFFICE
AFORESAID ON JUNE 25, 1987, IN DEED BOOK 350, PAGE 396.
26
LAWYERS TITLE INSURANCE CORPORATION OWNER'S POLICY
SCHEDULE B
Case Number: Policy Number
96-548 ▇▇▇-▇▇-▇▇▇▇▇▇
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees or expenses) which arise by reason of:
1. Taxes for the year 1996, a lien, but not yet due, payable or delinquent
and taxes for subsequent years.
2. Terms and conditions of lease between GF Associates and ▇▇▇▇▇ River
Paper Company, Inc.
3. Quantity of acreage is not insured.
4. Easement granted Virginia Electric & Power Company by instrument dated
November 23, 1983, and recorded in Deed Book 242, page 586 on January
13, 1984.
5. Terms and conditions of Deed of easement from ▇▇▇▇▇ Properties granting
a non-exclusive perpetual easement for the benefit of 18A and 18B for a
drainage easement by instrument dated June 10, 1987, and recorded in
Deed Book 350, page 396 on June 25, 1987.
6. Declaration of covenants dated June 14, 1976 and recorded in Deed Book
169, page 135 and amended by amendment to the Declaration of Covenants
and restrictions dated November 27, 1978 recorded in Deed Book 191,
pages 28-30.
7. Easements for utility purposes and ingress/egress as created on Plat
Book 46, Page 95, and as shown on plat of survey by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
dated May 17, 1996, last revised June 11, 1996.
8. Survey by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ dated May 17, 1996, last revised June 11,
1996 shows a portion of concrete curbing and a light pole encroaches
into Packets Court.
9. Survey by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ dated May 17, 1996, last revised August 16
1996 discloses a ▇▇▇▇▇ City Service Authority sewage pumping site at
the southeast corner of the insured premises. We find no record notice
of the rights of the City of ▇▇▇▇▇ City to occupy said site. The
description of the insured lease includes this pumping station area,
but this policy does not insure the insured that it has any right,
title or interest under lease insured herein to the area marked on the
survey as the ▇▇▇▇▇ City Service Authority Sewage P.S. Site.
27
10. Financing statement securing NationsBank of Virginia, N.A. recorded
June 4, 1993 as Instrument Number 17764.
11. Deed of Trust from GF Associates, a Virginia general partnership, to
▇▇▇▇▇ ▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees for the benefit of
NationsBank of Virginia, N.A., dated June 4, 1993 and recorded June 4,
1993 in Deed Book 622, page 603.
CONTINUED ...
BSH
28
LAWYERS TITLE
INSURANCE CORPORATION
NATIONAL HEADQUARTERS
RICHMOND. VIRGINIA
SCHEDULE B cont'd.
12. Assignment of Leases, Rents and Profits from GF associates, a Virginia
general partnership to NationsBank of Virginia, N.A., dated June 4,
1993 and recorded in Deed Book 622, page 614 and June 30, 1993 in Deed
Book 626, page 783.
13. Subordination, Nondisturbance and Attornment Agreement from GF
Associates, a Virginia general partnership, ▇▇▇▇▇ River Paper Company,
Inc., a Virginia corporation the 'tenant', ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, sole acting
trustee recorded November 2, 1993, in Deed Book 650, page 460.
14. Leasehold Deed of Trust, Security Agreement, Financing Statement and
Assignment and Rents and Leases from Printpack, Inc., a Georgia
corporation, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee, The First National Bank of
Chicago, Beneficiary dated August 20, 1996 and recorded August 23, 1996
in ▇▇▇▇▇ City County Deed Book 804, Page 116.
15. UCC Financing Statement in favor of The First National Bank of Chicago,
as agent, dated August 20, 1996 and recorded August 22, 1996 as
Instrument Number 960019512.
16. Terms and conditions of a certain option to purchase contained in a
certain Lease dated July 25, 1990 by and between The ▇▇▇▇▇▇ Group, LTD,
as Lessor, and Shell Oil Company, as Lessee.
▇▇▇▇▇▇'▇ interest in the Lease was assigned to GF Associates by
assignment dated March 29, 1991.
Shell oil's interest in the Lease was assigned to Rampart Packaging,
Inc. by assignment dated July 25, 1990.
▇▇▇▇▇ River II, Inc. acquired all of the stock of Rampart Packaging,
Inc. on August 12, 1991.
▇▇▇▇▇ River II, Inc. was merged with and into ▇▇▇▇▇ River Paper
Company, Inc., the surviving corporation, on December 27, 1992.
29
A memorandum of such lease between GF Associates, a Virginia general
partnership (Lessor) and ▇▇▇▇▇ River Paper Company, Inc., a Virginia corporation
(Lessee) dated June 20, 1996, was recorded August 23, 1996 in ▇▇▇▇▇ City Deed
Book 804, page 108.
An assignment of the foregoing lease from ▇▇▇▇▇ River Paper Company, Inc.
(Assignor) to Printpack, Inc. (Assignee) dated August 15, 1996, was
recorded August 23, 1996, in ▇▇▇▇▇ City Deed Book 804, page 114.
Schedule B Continued
30
CONTINUED ...
NOTE: By insuring the interest of the insured as optionee under the option
contained in said lease, the company insures that by virtue of the option, the
insured has the prior right to a conveyance of the fee simple title, subject to
the exceptions herein contained, the Exclusions from Coverage and the Conditions
and Stipulations of this policy, upon legally exercising the option and
fulfilling its terms and conditions; and that such right may be successfully
maintained against any other parties claiming through or under the lessor. At
the time of exercising the option and taking title pursuant thereto, the
optionee must determine in whom title is then vested through or under the lessor
and the liens and encumbrances on said title attaching subsequent to the
recording of said option and the company assumes no liability hereunder for cost
or expense incurred by the insured in making such determinations or, there being
no question of the validity or priority of the option involved, in prosecuting
such suit or suits as may be necessary to procure the necessary deed from the
party or parties in whom title is then vested or the necessary discharge of the
liens and encumbrances then on the property.
This policy does not insure against any liens, encumbrances or defects which may
be created, suffered, or agreed to by the owner which may attach and may be
filed of record subsequent to the date of this Policy.
Loss or damage resulting from the rejection of the option referred to in
Schedule A hereof in any proceedings in or related to the Bankruptcy Act of the
United States subsequent to the date hereof or resulting from loss of title by
the option or by sale for taxes and/or assessments therein excepted hereafter
accruing.
Said option to purchase is subject to the operation of the Virginia statute
against perpetuities.
31
LAWYERS TITLE INSURANCE CORPORATION
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
OWNER'S COMPREHENSIVE ENDORSEMENT
CODE NAME
Williamsburg, VA
Printpack. Inc.
Attached to and made a part of Lawyers Title Insurance Corporation Policy No.
▇▇▇-▇▇-▇▇▇▇▇▇
1. Any inaccuracies in the following assurances:
a. There are no covenants, conditions or restrictions under which
the estate of the insured referred to in Schedule A can be divested.
b. That, unless otherwise expressly set forth or indicated to the
contrary in Schedule B:
(1.) There are no present violations on said land of any
enforceable covenants, conditions or restrictions or plat building lines;
(2.) Any instrument referred to in Schedule B as specifically
containing "covenants and restrictions" affecting said land does not, in
addition, establish as easement thereon or provide for either a lien for
liquidated damages, a levy of private charge of assessment, and option to
purchase, or the prior approval of a future purchaser or occupant;
(3.) There are no encroachments of existing improvements located on
said land onto adjoining land, nor any encroachments onto said land of existing
improvements located on adjoining land;
(4.) There are no encroachments or existing improvements located on
said land onto that portion of said land subject to any easement shown in
Schedule B.
2. The entry of any court order of judgment which constitutes a final
determination and denies the right to maintain any existing improvements on said
land because of any violations of any covenants, conditions or restrictions or
plat building lines or because of any encroachment thereof over onto adjoining
land.
3. Any future violations on said land of any covenants, conditions or
restrictions provided such violations result in loss of title to said estate.
32
The total liability of the Company under said policy, binder or commitment and
under this and any prior endorsements thereto shall not exceed, in the
aggregate, the amount of liability stated on the face of said policy, binder or
commitment, as the same may be specifically amended in dollar amount by this or
any prior endorsements, and the costs which the Company is obligated to pay
under the Conditions and Stipulations of the policy.
This endorsement is made a part of said policy, binder or commitment and is
subject to all the terms and provisions thereof, except as modified by the
provisions hereof.
Nothing herein contained shall be construed as extending or changing the
effective date of the aforesaid policy, binder or commitment unless otherwise
expressly stated.
IN WITNESS WHEREOF, the Company has caused this Endorsement to be signed and
sealed as of the 24th Day of September, 1996, to be valid when counter signed by
an authorized officer or agent of the Company, all in accordance with its
By-Laws.
Lawyers Title Insurance Corporation
BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Issued at: Westerville. Ohio
------------------
COUNTERSIGNED:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attest: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III Secretary
-----------------------------
Authorized Officer or Agent
33
Lawyers Title
Insurance Corporation
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
ACCESS
ENDORSEMENT
CODE NAME NUMBER
Printpack, Inc. ▇▇▇-▇▇-▇▇▇▇▇▇
SITE: Williamsburg, Virginia
Attached to and made a part of Lawyers Title
Insurance Corporation No. ▇▇▇-▇▇-▇▇▇▇▇▇
The provisions of said policy are hereby modified and amended as of the date
hereof as to the following matters and none other:
This policy insures the insured against loss or damage sustained by reason of
any inaccuracy in the following statement:
That the premises described in Item 5 of Schedule A has access to a duly
dedicated street known as:
Packets Court
The total liability of the Company under said policy, binder or commitment and
under this and any prior endorsements thereto shall not exceed, in the
aggregate, the amount of liability stated on the face of said policy, binder or
commitment, as the same may be specifically amended in dollar amount by this or
any prior endorsements, and the costs which the Company is obligated to pay
under the Conditions and Stipulations of the policy.
This endorsement is made a part of said policy, binder or commitment and is
subject to all the terms and provisions thereof, except as modified by the
provisions hereof.
Nothing herein contained shall be construed as extending or changing the
effective date of the aforesaid policy, binder or commitment unless otherwise
expressly stated.
34
IN WITNESS WHEREOF the Company has caused this Endorsement to be signed and
sealed as of the 24th day of September 1996 to be valid when countersigned by an
authorized officer or agent of the Company, all in accordance with its By-Laws.
Lawyers Title Insurance Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Issued at Williamsburg, Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
LAWYERS TITLE
INSURANCE CORPORATION
SEAL
1925
RICHMOND, VA
COUNTERSIGNED:
WTIA INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Authorized Officer or Agent
35
Lawyers Title
Insurance Corporation
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
SURVEY
ENDORSEMENT
CODE NAME NUMBER
Printpack, Inc. ▇▇▇-▇▇-▇▇▇▇▇▇
SITE: Williamsburg, Virginia
Attached to and made a part of Lawyers Title Insurance
Corporation No. ▇▇▇-▇▇-▇▇▇▇▇▇
The provisions of said policy are hereby modified and amended as of the date
hereof as to the following matters and none other:
This policy insures the Insured that the lands described in Schedule A are the
same lands described in the survey prepared by ▇▇▇▇▇▇▇ & McDonald, P.C. dated
May 17, 1996, revised June 11, 1996, further revised August 16, 1996 (Job No.
96621/97); however, the Company does not insure the acreage of the lands.
The Company hereby insures the Insured against losses which said Insured shall
sustain in the event that the assurances hereinabove shall prove to be
incorrect.
The total liability of the Company under said policy, binder or commitment and
under this and any prior endorsements thereto shall not exceed, in the
aggregate, the amount of liability stated on the face of said policy, binder or
commitment, as the same may be specifically amended in dollar amount by this or
any prior endorsements, and the costs which the Company is obligated to pay
under the Conditions and Stipulations of the policy.
This endorsement is made a part of said policy, binder or commitment and is
subject to all the terms and provisions thereof, except as modified by the
provisions hereof.
Nothing herein contained shall be construed as extending or changing the
effective date of the aforesaid policy, binder or commitment unless otherwise
expressly stated.
36
IN WITNESS WHEREOF the Company has caused this Endorsement to be signed and
sealed as of the 24th day of September 1996 to be valid when countersigned by an
authorized officer or agent of the Company, all in accordance with its By-Laws.
Lawyers Title Insurance Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Issued at Williamsburg, Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
LAWYERS TITLE
INSURANCE CORPORATION
SEAL
1925
RICHMOND, VA
COUNTERSIGNED:
WTIA INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Authorized Officer or Agent
37
Lawyers Title
Insurance Corporation
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
TAX LOT
ENDORSEMENT
CODE NAME NUMBER
Printpack, Inc. ▇▇▇-▇▇-▇▇▇▇▇▇
SITE: Williamsburg, Virginia
Attached to and made a part of Lawyers Title
Insurance Corporation No. ▇▇▇-▇▇-▇▇▇▇▇▇
The provisions of said policy are hereby modified and amended as of the date
hereof as to the following matters and none other:
This policy hereby assures the Insured that the Premises described in Schedule A
is assessed and taxed in such a way that no other realty is assessed and taxed
along with said Premises or any portion thereof.
The company hereby insures the Insured against losses which said Insured shall
sustain in the event that the assurances hereinabove shall prove to be
incorrect.
The total liability of the Company under said policy, binder or commitment and
under this and any prior endorsements thereto shall not exceed, in the
aggregate, the amount of liability stated on the face of said policy, binder or
commitment, as the same may be specifically amended in dollar amount by this or
any prior endorsements, and the costs which the Company is obligated to pay
under the Conditions and Stipulations of the policy.
This endorsement is made a part of said policy, binder or commitment and is
subject to all the terms and provisions thereof, except as modified by the
provisions hereof.
Nothing herein contained shall be construed as extending or changing the
effective date of the aforesaid policy, binder or commitment unless otherwise
expressly stated.
38
IN WITNESS WHEREOF the Company has caused this Endorsement to be signed and
sealed as of the 24th day of September 1996 to be valid when countersigned by an
authorized officer or agent of the Company, all in accordance with its By-Laws.
Lawyers Title Insurance Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Issued at Williamsburg, Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
LAWYERS TITLE
INSURANCE CORPORATION
SEAL
1925
RICHMOND, VA
COUNTERSIGNED:
WTIA INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Authorized Officer or Agent
39
IMPORTANT INFORMATION TO POLICY HOLDERS
In the event your need to contact, someone about this policy for any
reason, please contact your agent. If you have additional questions you may
contact the Insurance Company issuing this policy at the following address and
telephone number: LAWYERS TITLE INSURANCE CORPORATION, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, TELEPHONE ▇-▇▇▇-▇▇▇-▇▇▇▇.
If you have been unable to contact or obtain satisfaction from the
Company or the Agent, you may contact the Virginia Bureau of Insurance at:
Property and Casualty Division, Bureau of Insurance, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Instate toll free calls ▇-▇▇▇-▇▇▇▇▇▇▇▇; out state calls
▇-▇▇▇-▇▇▇-▇▇▇▇.
Written correspondence is preferable so that a record of you inquiry is
maintained. When contacting your Agent, Company of Bureau of Insurance have your
policy number available.
Form 45-20
40
with any costs, attorneys' fees and expenses incurred by the insured claimant
which were authorized by the Company up to the time of payment and which the
Company is obligated to pay; or
(ii) to pay or otherwise settle with the insured claimant the
loss or damage provided for under this policy, together with any costs,
attorneys' fees and expenses incurred by the insured claimant which were
authorized by the Company up to the time of payment and which the Company is
obligated to pay.
Upon the exercise by the Company of either of the options provided for
in paragraphs (b)(i) or (ii), the Company's obligations to the insured under
this policy for the claimed loss or damage, other than the payments required to
be made, shall terminate, including any liability or obligation to defend,
prosecute or continue any litigation.
7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE.
This policy is a contract of indemnity against actual monetary loss or
damage sustained or incurred by the insured claimant who has suffered loss or
damage by reason of matters insured against by this policy and only to the
extent herein described.
(a) The liability of the Company under this policy shall not
exceed the least of:
(i) the Amount of Insurance stated in Schedule A; or,
(ii) the difference between the value of the insured
estate or interest as insured and the value of the insured estate or interest
subject to the defect, lien or encumbrance insured against by this policy.
(b) In the event the Amount of Insurance stated in Schedule A at
the Date of Policy is less than 80 percent of the value of the insured estate or
interest or if subsequent to the Date of Policy an improvement is erected on the
land which increases the value of the insured estate or interest by at least 20
percent over the Amount of Insurance stated in Schedule A, then this Policy is
subject to the following:
(i) where no subsequent improvement has been made, as to
any partial loss, the Company shall only pay the loss pro rata in the proportion
that the amount of insurance at Date of Policy bears to the total value of the
insured estate or interest at Date of Policy; or
(ii) where a subsequent improvement has been made, as to
any partial loss, the Company shall only pay the loss pro rata in the proportion
that 120 percent of the Amount of Insurance stated in Schedule A bears to the
sum of the Amount of Insurance stated in Schedule A and the amount expended for
the improvement.
41
The provisions of this paragraph shall not apply to costs; attorneys'
fees and expenses for which the Company is liable under this policy, and shall
only apply to that portion of any loss which exceeds, in the aggregate, 10
percent of the Amount of Insurance stated in Schedule A.
(c) The Company will pay only those costs, attorneys' fees and
expenses incurred in accordance with Section 4 of these Conditions and
Stipulations.
8. APPORTIONMENT.
If the land described in Schedule A consists of two or more parcels
which are not used as a single site, and a loss is established affecting one or
more of the parcels but not all, the loss shall be computed and settled on a pro
rata basis as if the amount of insurance under this policy was divided pro rata
as to the value on Date of Policy of each separate parcel to the whole,
exclusive of any improvements made subsequent to Date of Policy, unless a
liability or value has otherwise been agreed upon as to each parcel by the
Company and the insured at the time of the issuance of this policy and shown by
an express statement or by an endorsement attached to this policy.
9. LIMITATION OF LIABILITY.
(a) If the Company establishes the title, or removes the alleged
defect, lien or encumbrance, or cures the lack of a right of access to or from
the land, or cures the claim of unmarketability of title, all as insured, in a
reasonably diligent manner by any method, including litigation and the
completion of any appeals therefrom, it shall have fully performed its
obligations with respect to that matter and shall not be liable for any loss or
damage caused thereby.
(b) In the event of any litigation, including litigation by the
Company or with the Company's consent, the Company shall have no liability for
loss or damage until there has been a final determination by a court of
competent jurisdiction, and disposition of all appeals therefrom, adverse to the
title as insured.
(c) The Company shall not be liable for loss or damage to any
insured for liability voluntarily assumed by the insured in setting any claim or
suit without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.
All payments under this policy, except payments made for costs,
attorneys' fees and expenses, shall reduce the amount of the insurance pro
tanto.
42
11. LIABILITY NONCUMULATIVE.
It is expressly understood that the amount of insurance under this
policy shall be reduced by any amount the Company may pay under any policy
insuring a mortgage to which exception is taken in Schedule B or to which the
insured has agreed, assumed, or taken subject, or which is hereafter executed by
an insured and which is a charge or lien on the estate or interest described or
referred to in Schedule A, and the amount so paid shall be deemed a payment
under this policy to the insured owner.
12. PAYMENT OF LOSS.
(a) No payment shall be made without producing this policy for
endorsement of the payment unless the policy has been lost or destroyed, in
which case proof of loss or destruction shall be furnished to the satisfaction
of the Company.
(b) When liability and the extent of loss or damage has been
definitely fixed in accordance with these Conditions and Stipulations, the loss
or damage shall be payable within 30 days thereafter.
13. SUBROGATION UPON PAYMENT OR SETTLEMENT.
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a claim under this
policy, all right of subrogation shall vest in the Company unaffected by any act
of the insured claimant.
The Company shall be subrogated to and be entitled to all rights and
remedies which the insured claimant would have had against any person or
property in respect to the claim had this policy not been issued. If requested
by the Company, the insured claimant shall transfer to the Company all rights
and remedies against any person or property necessary in order to perfect this
right of subrogation. The insured claimant shall permit the Company to ▇▇▇,
compromise or settle in the name of the insured claimant and to use the name of
the insured claimant in any transaction or litigation involving these rights or
remedies.
If a payment on account of a claim does not fully cover the loss of the
insured claimant, the Company shall be subrogated to these rights and remedies
in the proportion which the Company's payment bears to the whole amount of the
loss.
If loss should result from any act of the insured claimant, as stated
above, that act shall not void this policy, but the Company, in that event,
shall be required to pay only that part of any losses insured against by this
policy which shall exceed the amount, if any, lost to the Company by reason of
the impairment by the insured claimant of the Company's right of subrogation.
43
(b) The Company's Rights Against Non-Insured Obligors.
The Company's right of subrogation against non-insured obligors shall
exist and shall include, without limitation, the rights of the insured to
indemnities, guaranties, other polices of insurance or bonds, notwithstanding
any terms or conditions contained in those instruments which provide for
subrogation rights by reason of this policy.
14. VALUATION OF ESTATE OR INTEREST INSURED.
If, in computing loss or damage incurred by the insured, it becomes
necessary to determine the value of the estate or interest insured by this
policy, the value shall consist of the then present worth of the excess, if any,
of the fair market rental value of the estate or interest, undiminished by any
matters for which claim is made, for that part of the term stated in Schedule A
then remaining plus any renewal or extended term for which a valid option to
renew or extend is contained in the Lease, over the value of the rent and other
consideration required to be paid under the lease for the same period.
15. MISCELLANEOUS ITEMS OF LOSS.
In the event the insured is evicted from possession of all or a a part
of the land by reason of any matters insured against by this policy, the
following, if applicable, shall be included in computing loss or damage incurred
by the insured, but not to the extent that the same are included in the
valuation of the estate or interest insured by this policy.
(a) The reasonable cost of removing and relocating any personal
property which the insured has the right to remove and relocate, situated on the
land at the time of eviction, the cost of transportation of that personal
property for the initial twenty-five miles incurred in connection with the
relocation, and the reasonable cost of repairing the personal property damaged
by reason of the removal and relocation. The costs referred to above shall not
exceed in the aggregate the value of the personal property prior to its removal
and relocation.
"Personal Property," above referred to, shall mean chattels and
property which because of its character and manner of affixation to the land,
can be severed therefrom without causing appreciable damage to the property
severed or to the land to which the property is affixed.
(b) Rent or damages for use and occupancy of the land prior to the
eviction which the insured as owner of the leasehold estate may be obligated to
pay to any person having paramount title to that of the lessor in the Lease.
(c) The amount of rent which, by the terms of the Lease, the
insured
44
EXHIBIT D
WACHOVIA REAL ESTATE CAPITAL MARKETS
CONDUIT TERM SHEET
This term sheet is for discussion purposes only. This is not a
commitment to lend, but rather an indication as of May 1, 1998 of the terms and
conditions of a conduit loan that Wachovia would consider providing to the
Borrower for the financing at the Project noted below. Without the prior written
consent of Wachovia, N.A., the contents of this term sheet may not be disclosed
to any third party.
Borrower: A to be determined single asset, bankruptcy remote entity.
Loan Amount: $4,300,000
Collateral: Printpack, Inc.
Spread: 1.80%
Fee: 1.00%
Minimum DSC: 1.25
Maximum LTV: 75%
Term: 15
Amc: 25
Prepayment: Lockout for years 1-5; greater of 1% or yield maintenance
thereafter; prepay at par last three months.
Other: Subject to Wachovia's standard underwriting and documentation
requirements for a real estate conduit loan.
05/01/1998
45
EXHIBIT E
Section 8.1 No Sale/Encumbrance. Borrower agrees that Borrower shall
not, without the prior written consent of Lender, sell, convey, mortgage, grant,
bargain, encumber, pledge, assign, or otherwise transfer the Property or any
part thereof or permit the Property or any part thereof to be sold, conveyed,
mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise
transferred, other than pursuant to Leases of space in the Improvements to
tenants in accordance with the provisions of Section 3.8. Notwithstanding the
foregoing or anything to the contrary contained in this Article 8, sale of the
Property and assumption of the Loan shall be permitted to Print Pack, Inc., so
long as Print Pack, Inc. (a) has maintained its credit-worthiness to at least
the same extent as of the date of this Security Instrument, as evidenced by
financial statements and other information reasonably requested by lender, (b)
has executed an assumption agreement in form and substance acceptable to Lender,
evidencing Print Pack Inc.'s agreement to be bound by the terms of the Note,
this Security Agreement and Other Security Documents (including, but not limited
to, all single purpose entity covenants), and (c) has paid all costs and
expenses incurred by lender in accordance with the provisions of Section 8.3.
Sale of the Property and assumption of the Loan shall be permitted to an entity
not related to Print Pack, Inc., subject to Lender's approval of the transferee,
such approval not to be unreasonably withheld, conditioned or delayed.
46
EXHIBIT F
Lawyers Title
Insurance Corporation
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
--------------------------------------------------------------------------------
ENDORSEMENT
Case Number 001068
Code Name
GF ASSOCIATES
Attached to and made a part of Lawyers Title Insurance Corporation Policy
No. ▇▇▇-▇▇-▇▇▇▇▇▇
NOTE: THIS SPECIMEN (PRO FORMA) ENDORSEMENT IS FURNISHED AT THE REQUEST OF THE
PROPOSED INSURED AND IT IS UNDERSTOOD AND AGREED THAT IT DOES NOT REFLECT THE
PRESENT STATE OF TITLE. THE FURNISHING OF THE COVERAGE SET FORTH HEREIN IS
CONTINGENT UPON ALL OF THE COMPANY'S REQUIREMENTS BEING SATISFIED AT OR PRIOR TO
CLOSING.
1. DATE OF POLICY is changed from August 31, 1996 to _________, 1998 at
___:___ __.m.
2. AMOUNT OF INSURANCE is changed from 1,379,860.00 to $__________.
Continued
The total liability of the Company under said policy, binder or commitment and
under this and any prior endorsements thereto shall not exceed, in the
aggregate, the amount of liability stated on the face of said policy, binder or
commitment, as the same may be specifically amended in dollar amount by this or
any prior endorsements, and this costs which the Company is obligated to pay
under the Conditions and Stipulations of the policy.
This endorsement is made a part of said policy, binder or commitment and is
subject to all the terms and provisions thereof, except as modified by the
provisions hereof.
Nothing herein contained shall be construed as extending or changing the
effective date of the aforesaid policy, binder or commitment unless otherwise
expressly stated.
47
IN WITNESS WHEREOF, the Company has caused this Endorsement to be signed and
sealed as of the ___ day of ______, 1998, to be valid when countersigned by an
authorized officer or agent of the Company, all in accordance with its By-Laws.
Issued at ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Lawyers Title Insurance Corporation
Tel (▇▇▇) ▇▇▇-▇▇▇▇/Fax ▇▇▇-▇▇▇▇
COUNTERSIGNED: Southeastern ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Office ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
----------------------------------
Authorized Officer or Agent ▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
48
LAWYERS TITLE
INSURANCE CORPORATION
POLICY ENDORSEMENT
CONTINUED
Case No. 0001068 Policy No.: ▇▇▇-▇▇-▇▇▇▇▇▇
3. Schedule A, Item 4 is hereby AMENDED to read as follows:
All that certain lot, piece or parcel of land, with the buildings and
improvements thereon, situate, lying and being in ▇▇▇▇▇ City County, Virginia,
and known, numbered and designated as Site 18-A, as shown on that certain plat
entitled "PLAT OF PARCEL 18 BEING A RE-SUBDIVISION OF BUSCH CORPORATE
CENTER-WILLIAMSBURG", dated January 8, 1998, prepared by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇,
which said plat is duly recorded in the Clerk's Office of the Circuit Court of
▇▇▇▇▇ City County, Virginia, in Map Book , Page .
TOGETHER WITH that certain non-exclusive perpetual easement for the installation
and maintenance of underground stormwater drain pipes and related drainage
facilities for the benefit of Sites 18A and 18B, in, under, upon, through and
beneath the area designated "2.38Ac. Stormwater Basin" on that certain plat
entitled, "Busch Corporate Center - Williamsburg, Plat of Phase IV to be
conveyed to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trading as Virby Realty Company from ▇▇▇▇▇
Properties, Inc.," dated August 4, 1982, and recorded in the Clerk's Office
aforesaid in Plat Book 37, at page 63, and more particularly described in that
certain Deed of Easement between ▇▇▇▇▇ Properties, Inc., and The ▇▇▇▇▇▇ Group,
Ltd., dated June 10, 1987, which Deed of Easement was recorded in the Clerk's
Office aforesaid on June 25, 1987, in Deed Book 350, at page 396.
IT BEING the same property conveyed to GF ASSOCIATES, a Virginia general
partnership, by deed from The ▇▇▇▇▇▇ Group, Ltd., a Virginia corporation, dated
March 29, 1991, recorded in Deed Book 514, page 759; and also being a portion of
the same property conveyed to ▇▇▇▇▇ Properties, Inc. by deed from
Anheuser-▇▇▇▇▇, Incorporated, recorded December 27, 1972 in Deed Book 141, page
313. Correcting deed recorded in Deed Book 151, page 142.
IT BEING the same property leased to PRINTPACK, INC. as evidenced by Amendment
to Memorandum of Lease from GF ASSOCIATES, a Virginia general partnership, dated
___________, 1998, recorded in Deed Book _________, page _______.
4. Schedule B, Item 1 is hereby AMENDED to read as follows:
1. Taxes for the year 1998, and subsequent years.
Continued
49
LAWYERS TITLE
INSURANCE CORPORATION
NATIONAL HEADQUARTERS
RICHMOND, VIRGINIA
POLICY ENDORSEMENT
CONTINUED
Case No. 0001068 Policy No.: ▇▇▇-▇▇-▇▇▇▇▇▇
5. Schedule B is hereby AMENDED by adding thereto the following:
16. Such state of facts occurring subsequent to August 16, 1996, date of
survey made by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as would be disclosed by a current accurate
survey and inspection of the premises.
17. Financing Statement No. 930017764, showing GF ASSOCIATES, as debtor,
and Nationsbank of Virginia N.A., as secured party, filed June 4, 1993.
Continuation filed March 16, 1998 as Number 98 20456.
18. Financing Statement No. 960019547, showing Printpak, Inc. as debtor,
and The First National Bank of Chicago, as secured party, filed September 11,
1996.
19. Financing Statement No. 960019512, showing Printpak, Inc., as debtor,
and The First National Bank of Chicago, as secured party, filed August 22, 1996.
22. Easement granted Virginia Electric and Power Company by instrument
recorded in Deed Book 242, Page 586.
Continued
50
LAWYERS TITLE
INSURANCE CORPORATION
POLICY ENDORSEMENT
CONTINUED
Case No. 0001068 Policy No.: ▇▇▇-▇▇-▇▇▇▇▇▇
23. Restrictions, conditions, covenants and easements appearing of record
in Deed Book 161, Page 31, Deed Book 169, page 135, Deed Book 191, page 28, Deed
Book 263, page 219, Deed Book 385, page 661 and Deed Book 385, page 665. NOTE:
This exception omits any covenant, condition or restriction based on race,
color, religion, sex, handicap, familial status or national origin as provided
in 42 U.S.C. Section 1604, unless and only to the extent that the covenant (a)
is not in violation of state or federal law, (b) is exempt under 42 U.S.C.
Section 3607, or (c) relates to a handicap, but does not discriminate against
handicapped people.
24. Sewer easement granted ▇▇▇▇▇ City Service Authority by instrument dated
August 14, 1974, recorded in Deed Book 156, Page 645.
25. Sewer easement granted HRSD by instrument recorded in Deed Book 250,
Page 358 and shown on plat recorded in Plat Book 28, page 58 and in Plat Book
46, page 95.
26. Scenic easements set forth in instrument creating Carters Grove County
Road recorded in Deed Book 158, Page 465 and in Deed Book 431, page 701.
27. Utility and drainage easements set forth in instruments recorded in
Deed Book 533, page 4 and in Deed Book 169, page 153.
28. Easement granted Colonial Pipeline easement as shown on plat recorded
in Plat Book 28, pages 19 and 20.
29. 30 foot sanitary sewer right-of-way reserved by ▇▇▇▇▇ Properties as
shown on plat recorded in Plat Book 35, page 36.