Return after recording to:
Xxxxx & Xxx Xxxxx (MEC)
0000 XXXX Xxxxx
Xxxxxxxxx, XX 00000
STATE OF NORTH CAROLINA
COUNTY OF DUPLIN
FIRST AMENDMENT TO GROUND LEASE
-------------------------------
THIS FIRST AMENDMENT TO GROUND LEASE dated the 16th day of December,
1991, by and between XXXXXXXX XXXXX, INC., a Delaware corporation having an
address at Xxxx Xxxxxx Xxx 00000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
(hereinafter referred to as "Landlord") and
UNITED STATES TRUST COMPANY OF NEW YORK, not in its individual
capacity, but solely as owner Trustee under that certain Trust Agreement dated
as of November 1, 1984 between General Electric Capital Corporation, (then known
as General Electric Credit Corporation) and United States Trust Company of New
York, as amended and restated as of December 16, 1985 (in such capacity the
"Kenansville Owner Trustee") (hereinafter referred to as "Tenant").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Landlord and Cogentrix of North Carolina, Inc. (formerly,
Cogentrix Leasing Corporation), a North Carolina corporation ("Cogentrix")
entered into that certain Ground Lease dated November 30, 1984, a memorandum of
which is recorded with the Duplin County, North Carolina Register of Deeds in
Book 937, at Page 169 (the "Lease"), pursuant to which Cogentrix leased from
Landlord all that certain tract, piece or parcel of land situated in Duplin
County, North Carolina, and more particularly described on Exhibit A attached to
the Lease and incorporated herein by reference (the "Demised Premises");
WHEREAS, Cogentrix assigned all of its right, title and interest in and
to the Lease to Tenant pursuant to a Xxxx of Sale, Assignment of Interest in
Ground Lease and General Assignment dated as of May 1, 1986 and recorded with
the Duplin County Register of Deeds in Book 962, at Page 131; and
WHEREAS, the parties hereto desire to amend said Lease as more
particularly set forth below.
NOW, THEREFORE, in consideration of $10.00, other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
the mutual covenants contained herein, and intending to be legally bound hereby,
Landlord and Tenant hereby agree with each other as follows:
1. Assignment and Subletting Article XI of the Lease is hereby amended
by the addition of new Section 11.2, to read as follows:
Section 11, 2. Tenant may sublet, subject -to Landlord's
consent, which consent shall not be unreasonably withheld, delayed or
denied, any portion of the Demised Premises for use as a manufacturing
plant in accordance with Section 5.1; provided however, that if the
qualification of Tenant's cogeneration facility under PURPA is in
jeopardy under the circumstances described in Section 5.1, then
Landlord's consent shall not be required.
2. Ratification. Except as modified hereby, all of the terms and
provisions of the Lease shall remain in full force and effect and shall continue
to apply to the Demised Premises.
3. Effective Date. This Amendment shall be effective as of the date
first set forth above on execution by each of the parties hereto.
4. Governing Law. The Lease and this Amendment shall be governed by and
construed in accordance with the laws and court decisions of the State of North
Carolina.
5. Definitions. Any defined term used herein but not defined herein
shall have such meaning ascribed to it in the Lease.
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IN WITNESS WHEREOF, the Parties have hereunto executed this document under seal
by their duly authorized corporate officers.
LANDLORD:
XXXXXXXX XXXXX, INC.
ATTEST:
By:______________________________ BY:____________________________
Title:_______________Secretary Title:________________President
(Corporate Seal)
TENANT:
UNITED STATES TRUST COMPANY OF
NEW YORK, not in its
individual-capacity, but
solely as the Kenansville
Attest:__________________________ Owner Trustee
Title: Assistant Secretary
BY:____________________________
Title: Vice President
The undersigned joins in the execution hereof solely for the purpose of
consenting to the terms hereof as the sublessee of the Demised Premises.
COGENTRIX OF NORTH CAROLINA,
INC.
ATTEST:
By:_____________________________ By:___________________________
Title:Assistant Secretary Title: SR Vice President
(Corporate Seal)
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