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VIRGINIA: IN THE CIRCUIT COURT OF THE CITY OF SUFFOLK
ROBINSON DEVELOPMENT GROUP, INC.,
a Virginia corporation,
OBICI PLACE INVESTORS, L.C.,
a Virginia limited liability company
-and-
1900 MAIN ASSOCIATES, L.C.,
a Virginia limited liability company,
Plaintiffs, Civil case No. 1-l 5 fl
V.
AMERICAN SCREEN WORKS, INC.,
a Geor ia cor oration
SERVE: Sonya White, Registered Agent
990 Edgewater Drive .
Atlanta, GA 30328
Sonya White, Registered Agent
125 Governor Lane
Temple, GA 30179
Defendant.
COMPLAINT FOR DECLARATORY JUDGMENT
NOW COME the Plaintilfs, Robinson Development Group, Inc., Obici Place
Investors,
L.C., and 1900 Main Associates, L.C. (collectively, "Robinson
Development" or "Plaintiffs"), by
counsel, pursuant to Virginia Code section 8.01-184, et seq., and for
their Complaint for
Declaratory Judgment against Defendant American Screen Works, Inc.
("Amexican Screen
Works" or "Defendant"), state as follows:
Husoinrs 25+/1 DAYQF
.   ZOQJIME

I-760711,l A JR., CLERK DDC


xl
PARTIES
1. Plaintiff Robinson Development Group, Inc. is a Virginia corporation
with its
principal place of business located in Norfolk, Virginia.
2. Plaintiff Obici Place Investors, L.C. is a Virginia limited liability
company with
its principal place of business located in Norfolk, Virginia.
3. Plaintiff 1900 Main Associates, L.C. is a Virginia limited liability
company with
its principal place of business located in Norfolk, Virginia.
4. Defendant American Screen Works, Inc. is a corporation organized under
the
laws of the State of Georgia with its principal place of business located
in Atlanta, Georgia.
JURISDICTION AND VENUE
5. This Court has personal. jurisdiction over American Screen Works
pursuant to
Virginia Code sections (2) and (6) because American Screen Works has
transacted business Within the Commonwealth of Virginia and has
negotiated and guaranteed a
Lease for real property within the City of Suffolk, Virginia.
6 . This Court has subject matter jurisdiction over this action pursuant
to Virginia
Code sections l7.1-513 and 8.01-184.
7. Venue is proper in this Court pursuant to Virginia Code section 8.01-
262.
CLAIM
S. Robinson Development is engaged in the business oi among other things,
purchasing and developing real property.
A 2
1-760-111.1


9. Robinson Development became interested in purchasing and developing a
specific piece of property known as Obici Place, located at 1900 North
Main Street, Suffolk,
Virginia 23434 ("the Property").
10. In order to facilitate the purchase and development of the Property,
Robinson
Development or its officers formed Obici Place Investors, LC as a special
purpose entity to
pursue the acquisition of the Property.
11. Robinson Development or its officers also formed 1900 Main
Associates, LC as
the entity which would be the contract purchaser and owner of the
Property.
12. American Screen Works expressed an interest in developing a movie
theater on
the Property. A
13. Prior to beginning negotiations with American Screen Works, Robinson
Development requested financial and other information concerning American
Screen Works.
14. Robinson Development was provided with an unaudited balance sheet,
statement
of operation and notes to financial statements as of December 31, 2005
and December 31, 2004.
The financial materials are attached hereto and made a part hereof as
Exhibit 1.
15. The financial statements show a stockholders equity as of December
31, 2005 of
$14,484,183 and show that in the year 2005, American Screen Works had
earned $5,701,943
16. Robinson Development was provided a history of American Screen Works,
which
indicated that American Screen Works "currently operates 26 such theaters
[combining movie
viewing and casual dining] across the country." The historyis attached
hereto and made a part
hereof as Exhibit 2.
A 3
1.1
17. On infomation and belief; Plaintiffs assert that the financial
statements were false
and were prepared and disseminated with the specific intent of
misrepresenting American Screen
Works' financial status for the purpose of obtaining reliance by third
parties such as Plaintiffs.
18. On information and belief Plaintiffs assert that the representations
regarding 26
operating theaters was false and was disseminated with the specific
intent of misrepresenting
American Screen Works' operations for the purpose of obtaining reliance
by Plaintiffs.
19. Plaintiffs relied on the financial statements provided by Defendant.
20. Plaintiffs relied on the representations made by Defendant that
American Screen
Works had 26 operating locations.
21. Based on the representations made by American Screen Works,
negotiations for a
lease began.
22. The tenant under the lease was a to-be-formed wholly owned subsidiary
of
American Screen Works, and the lease was to be guaranteed by American
Screen Works.
23. On Wednesday, March 22, 2007, an email was sent from Tony Smith to
Chris
Diver, American Screen Works' agent, noting, "If you haven't already done
so, it is important to
get the lessee entity formed as soon as possible." A copy of this email
is attached hereto and
made a part hereof as Exhibit 3.
24. Plaintiffs negotiated a Lease with American Screen Works. A Lease was
executed as of the 30th day of March, 2007, by and between 1900 Main
Associates, LC and The
Suffolk Theater Company, Inc. ("the Lease"). A copy of the Lease is
attached hereto and made a
part hereof as Exhibit 4.
4
l.l


2_5. The Lease was guaranteed by American Screen Works. A Copy of the
Guaranty
of Lease ("the Guaranty") made as of the 30th day of March, 2007, by
American Screen Works,
Inc. to 1900 Main Associates, LC is attached* hereto and made a part
hereof as Exhibit 5.
26. In spite of the fact that American Screen Works had been expressly
advised that
the lessee entity should be formed, it was not formed as ofthe time the
Lease was executed.
27. The Tenant named in the Lease still does not exist as of this date.
28. On April 26, 2007, Cole OT Oxford MS, LP obtained a judgment ("the
Judgment") against American Screen Works in the Circuit Court in and for
Lafayette County,
Mississippi, in the principal amount of $450,583.93 with attorneys' fees
of $25,000 and interest
to nm at 8% per annum. An abstract of the Judgment Hom the Office of the
Circuit Clerk of
Lafayette, Mississippi, reflecting the Judgment is attached hereto and
made a part hereof as
Exhibit 6.
29. The Judgment was obtained by default.
30. American Screen Works has not satisfied the Judgment.
3 l. In spite of being asked to do so, American Screen Works has not
explained to
Plaintiffs why this Judgment was allowed to be taken and what steps, if
any, it plans to take to
satisfy the Judgment.
32. On information and belief Plaintiffs assert that American Screen
Works is
incapable of satisfying the Judgment and is incapable of continuing its
business operations.
33. The Lease was procured by fraudulent misrepresentations including, by
way of
illustration, the representation of American Screen Works' financial
condition and its operating
locations.
5
1-76071 1_1

i
34. Plaintiffs request that the Lease be declared void and of no effect
based on the
fact that it Was procured by material fraudulent misrepresentations.
35. American Screen Works has failed to fonn the tenant named in the
Lease.
36. Plaintiffs request that the Lease be declared void and of no effect
because there is
no tenant.
37. American Screen Works does not have the capacity to perform under the
Lease as
is evidenced by the fact that it is not capable of paying its obligations
in the ordinary course of
business.
38. Plaintiffs request that the Lease be invalidated because of American
Screen
Works' inability to perform.
39. American Screen Works is insolvent because it has failed to pay and
does not
appear to be capable of paying its obligations when they are due.
40. Plaintiffs ask that the Lease be declared invalid as a result of
American Screen
Works' insolvency.
WHEREFORE, Plaintiffs, Robinson Development Group, Inc., Obici Place
Investors,
L.C., and l900 Main Associates, L.C. move this Court for the entry of an
Order declaring the
Lease to be invalid, unenforceable, and of no further effect of any kind;
for an Order awarding
Plaintiffs' costs; and for such other and further relief as is
appropriate.
ROBIN SON DEVELOPMENT GROUP, INC.,
OBICI INVESTORS, L.C.,
and 1900 MAIN ASSOCIATES, L.C.
By: ig Of Counsel
6
I-7607l1.l

Conrad M. Shumadine (VSB #4325)
WILLCOX SAVAGE, P.C.
1800 Bank of America Center
One Commercial Place
Norfolk, VA 23510-2197
(757) 628-5500
(757) 628-5566 (fax)



  American Screen Works, inc.
BALANCE SHEET
Unaudited
AS OF DECEMBER 31, 2005
Assets
Current assets
Cash and Equivalents
Receivables
Other current assets
Equipment held for resale
Total current assets
Property and equipment, net
Other assets
Total assets
i
EXHIBIT

ATE
4,725,066
2,493,694
728,421
1,062,172
9,009,353
7,458,484
1,502,276
17,970,113
Liabilities and Stockholder's Equity
Current liabilities
Trade payables 498,704
Other current liabilities 121,962
Deferred revenue 55,400
Taxes Payable 790,736
Total current liabilities 1,466,802
Long -term liabilities
Capital lease obligations 236,405
Stockholder loan 1,205,500
Notes payable 577,223
Total long-term liabilities 2,019,128
Shareholders equity
Common stock 500
Additional paid-in capital 365,706
Retained earnings 14,117,977
Total shareholders' equity 14,484,183
Total Liabilities and Shareholders Equity 17,970,113
These unaudited financial statements were prepared by management and were
not compiled, reviewed or
examined by our independent auditors.

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AMERICAN SCREEN WORKS, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
American Screen Works, Inc. has developed its own signature brand first-
run movie
theater. The Sta ium Theater 35" m1g a screens W1
an added component, an outdoor Amphitheater ("The Amp") seating 500 to
1,000 patrons. The
Amp showcases movies and live events. The Company also operatw a current
generation of
movie theatres whose have been dramatically reduced in an effort to make
these
operations competitive as art and discount houses. The Company also
provides, on a continuing
basis, the booking of films for its managed operations and corporate
owned theatres.
DECEMBER 31, 2005

Basis of Accounting
The accompanying financial statements have been prepared using the
accrual basis of
accounting.
Cash
Cash consists of balances in non interest-bearing checking accounts and
money market accounts.
Equipment Held for Sale
Equipment held for sale includes projection, kitchen and beverage
equipment and furniture and
fixtures held by the Company for sale. The equipment is stated at cost.



Property
Property is stated at cost. Depreciation is computed using the straight-
line method over the
following estimated useful lives:
Furniture and fixtures 8 years
Leasehold improvements 31.5 years
Maintenance and repairs are charged to expense as incurred.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and
13 1 1t1es are recogmz or ture tax consequences attrr uta to 1 erences
etweent
financial statement carrying amounts of existing assets and liabilities
and their respective tax
bases.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting
principles requires management to make estimates and asstunptions that
affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of
the financial' statements and the reported amounts of revenues and
expenses during the reported
period. Actual results could differ Hom those estimates.
Reclassilications
Certain prior year amounts have been reclassified to conform to the
current year presentation.
2. DEFERRED REVENUE
Deferred revenue consists of income from Brand Partners collected related
to locations that have
not commenced operations at year-end.



3. STOCKHOLDER LOAN
The funding stockholders provided $4,250,000 in a private transaction to
fund the Company's
expansion of signature theatres as well as its theatre/restaurant
concept. At the date of this
Financial Statement, the Company has paid back $3,044,500 to the
Stockholders.
4. NOTE PAYABLE
The Company has a note payable on real estate. The note is secured by
land with improvements
owned by a shareholder. Interest accrues at a fixed rate of 5.5 The
proceeds of the
note were used to finance the Company's portion of the Venture and for
general working capital
5. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in various legal claims and
suits arising in the
normal course of business. In the opinion of management, the ultimate
resolution of these
matters will not have a material adverse effect on the Company's Hnancial
position or results of
operations.

  American Screen Works, Inc.
BALANCE SHEET
Unaudited
AS OF DECEMBER 31, 2004
Assets
Current assets
Cash and Equivalents
Receivables
Other current assets
Equipment held for resale
Total current assets
Property and equipment, net
Other assets
Total assets
2,968,828
2,111,680
410,215
415,820
5,906,543
5,360,271
1,001,356
1
2,268,"| 70

Liabilities and Stockholder's Eguity
Current liabilities
Trade payables 269.434
Other current liabilities 61,629
Deferred revenue 35,000
Taxes Payable 345,451
Total current liabilities 711,514
Long -term liabilities
Capital lease obligations 154,266
Stockholder loan 1,205,500
Notes payable 575,005
Total long-term liabilities 1,934,771
Shareholders equity
Common stock 500
Additional paid-In capital 365,706
Retained earnings 9,255,679
Total shareholders' equity 9,621,885
Total Liabilities and Shareholder's Equity 12,268,170
These unaudited financial statements were prepared by management and were
not compiled, reviewed or
examined by our independent auditors.

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AMERICAN SCREEN WORKS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
American Screen Works, Inc. operates a current generation of traditional
movie
theatres and manages movie theatres and restaurants for landlords that
previous exhibitors were
unable to operate due to the high occupancy costs. American Screen Works,
Inc. has eliminated
all occupancy costs or dramatically reduced said costs in an effort to
make these operations
competitive. The Company also provides, on a continuing basis, the
booking of films for its
managed operations and corporate owned theatres.
Basis of Accounting
The accompanying financial statements have been prepared using the
accrual basis of
accounting.
Cash i
Cash consists of balances in non interest-bearing checking accounts and
money market accounts
Equipment Held for Sale
Equipment held for sale includes projection, kitchen and beverage
equipment and furniture and
fixtures held by the Company for sale. The equipment is stated at cost.

I

Property
Property is stated at cost. Depreciation is computed using the straight-
line method over the
following estimated useful lives:
Furniture and fixtures 8 years
Leasehold improvements 31.5 years
Maintenance and repairs are charged to expense as incurred.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and
liabilities are recognized for the future tax consequences attributable
to differences between the
financial statement ca `n amounts of existing assets and liabilities and
their respective tax
bases.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting
principles requires management to make estimates and assumptions that
affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reported
period. Actual results could differ Eoin those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to the
current year presentation.
2. DEFERRED REVENUE
Deferred revenue consists of income from Brand Partners collected related
to locations that have
not commenced operations at year-end.



The fundmg stockholders provided $4,250,000 in a private transaction to
fund the Company's
expansion of traditional theatres as well as its theatre/restaurant
concept. At the date of this
Financial Statement, the Company has paid back $3,044,500 to the Stock
Holders.
4 NOTE PAYABLE
The Company has a note payable on real estate. The note is secured by
land with improvements
owned by a shareholder. Interest accrues at a fixed rate of The proceeds
of the
note were used to iinance the Company's poxtionof the Venture and for
general working capital
5. COMMITMENTS AND CONTINGENCIES
3. STOCKHOLDER LOAN

From time to time, ompany is in various l@El
normal course of business. In the opinion of management, the ultimate
resolution of these
matters will not have a material adverse effect on the Company's
financial position or results of
operations.

(d td
Mr. Jim Duh'y is the President CEO of Atlanta, GA based, American Screen
Works (ASW). ln 1979, Jim founded the Restaurant Entertainment Group
along
with the original, "Cinema Grill" concept in Orlando, FL. This concept
was one of
the first to combine movie viewing along with the amenities of casual
dining. The
Cinema Grill concept proved to be extremely popular and within a few
years there were over 75 franchised locations. Over the next several
years, the
franchises were sold and the focus turned to revitalizing and operating
existing
movie theaters (ASW currently operates 26 such theaters across the
country).
Currently, ASW is actively pursuing new theater locations with several
developers across the country for build-to-suit opportunities. This past
year, ASW
opened its first build-to-suit theater in Oxford, MS. Additional theaters
are
in various stages of the construction process in the following cities:
Atlanta,
Burleson, Broomfield, Centennial, and South Riding, VA. ln
addition, ASW is working on deals in the following cities: Cleveland,
Indianapolis, IN Bloomington, Hopkinsville, Canonsburg,
Waldorf, Alexandria, Chesapeake, Roanoke, Suffolk, and
San Francisco, CA.
ASW plans to add new theaters exponentially over the next five to ten
years
concentrating mainly on locations within "lifestyle" center developments.
ALL LEGAL
EXHIBIT
2.


5
From: Smith, Tony
Sent: Wednesday, March 21, 2007 3:56 PM
To: Diver, Chris Cincinnati
Cc: Read, Chris
Subject: RE: Obici Place Revised Lease
I have attached both clean and black-lined versions ofa revised lease
that reflectsour comments on the non-construction
sections. am continuing to work on the construction section and hope to
get it to you later today, but it may slip until
tomorrow. In the meantime, lwanted to go ahead and get this in your hands
to review.
To expedite the completion of the lease, it would probably be best to
schedule a conference call to resolve any
outstanding issues. Let me know your thoughts.
If you haven't already done so, it is important to get the Lessee entity
formed as soon as possible. We are still focused on
getting to a signed lease by the end of next week, and we will need proof
of formation at that time.
I look forward to working with you to finalize the lease and get this
project unden/vay,
Tony
.
From: Diver, Chris Cincinnati [mailtozChris.Diver@cbre.com]

To: Smith, Tony
Subject: RE: Obici Place
Both theaters should be under construction within 30 60 days.
Christopher Diver Associate
CB Richard Ellis Retail Properties
201 E, Fifth Street, Suite 1200 Cincinnati, OH 45202
513 3691337i 513 241 2296 lC 513 378 9433
I
This email may information that is confidential or attorney-client
privileged and may constitute inside intormation, The contents ct this
emaii are intended
only for the recipient(s) listed above. li you are not the intended
recipient, you are directed not to read, disclose. distribute or
otherwise use this transmission. li you
have received this emait in error, please notify the sender irnrnediately
and delete the transmission, Detivenf of this message is not intended to
waive any
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0
Q,
bl lr.




LEASE AGREEMENT
1900 MAIN ASSOCIATES, L.C.
AND
THE SUFFOLK THEATER COMPANY, INC.
THIS LEASE AGREEMENT ("Lease"), is made and entered into as of the 30th
day of
March, 2007, by and between 1900 Main Associates, L.C., a Virginia
limited liability company
or its assigns (hereinafter sometimes referred to as the "Lessor") and
The Suffolk Theater
Company, Inc., a Virginia sometimes referred to as the "Lessee")_
WHEREAS, Lessor is contract purchaser and expects to become the owner of
certain
property known as Obici Place located at 1900 North Main Street, Suffolk,
Virginia 23434 and
more particularly described on the site plan attached hereto as Exhibit
(the "Land");
WHEREAS, Lessor and Lessee desire to develop the Land and construct a
movie theater
consisting of approximately 42,000 squarefeet with 13 _screens (the
"Building") on a portion of
the Land;
WHEREAS, Lessee shall design and construct the Building to Lessor's and
Lessee's
design standards, As part ofthe common areas of the Land (the "Common
Areas"), Lessor shall
provide on and offsite improvements to include sidewalks, lighting, paved
parking, curbs, refuse
pads and landscaping;
WHEREAS, Lessee shall contract with a licensed engineer and architects
and provide
architect and engineering design plans specifying the site design and
building
construction ofthe Premises, as dehned below, such plansto be mutually
approved by Lessor
and Lessee prior to construction;
VWHEREAS, Lessee shall enter into a contract with a commercial general
building
contractor for site improvements and building construction (the
"Project");
WHEREAS, upon substantial completion of the Building, Lessee shall enter
into
contracts with sub-contractors and installers for the installation of
Lessee's finishes, equipment,
furniture nxtures, curtains and signage; and
WHEREAS, upon completion of the Project, Lessee desires to lease the
Premises from
Lessor on a completely "Net" basis (with the exception of structural,
foundation and roof
structure repairs and maintenance exclusive ofthe roof membrane). Lessee
shall bear all costs of
insurance, Premises area maintenance, replacements, waste removal,
utilities, taxes and any other
costs associated with the Premises not expressly assumed by Lessor.
LEGAL
_lt_
5

1

NOW THEREFORE, for and in consideration of the mutual covenants
hereinafter set
fonh, and for other good and valuable consideration, the receipt and
adequacy of which is hereby
acknowledged by each party, Lessor does hereby lease and demise unto
Lessee, and Lessee does
hereby lease and hereby accept from Lessor, the Premises upon the
following tenns and
conditions.
SECTION 1
LEASE
l. COMMON AREAS Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor all space in the Building to be constructed on the
Land (the "Premises") and
the non~exclusive right to utilize the Common Areas. All Common Areas and
other common
facilities made available from time to time Lessor in or about Obi i
exclusive control and management of Lessor. Common Areas shall include
all areas, space,
facilities, equipment, signs and 'special services from time to time made
available for the
common and joint use and benefit of Lessor, Lessee and other tenants or
occupants of Obici
Place, such as sidewalks, parking areas,>roofs, access roads, driveways,
landscaped areas, truck
service ways, loading docks, bus stations, parcel pick~up areas,
restrooms and utility facilities.
Common Areas shall not include those facilities located on the Outparcels
shown on Exhibit A
unless any such Outparcel is owned by Lessor, and`Lessor makes such
Common Areas available
for Lessee to use,
2. USE Lessee covenants that the Premises will be continuously used and
occupied during
the full term of this Lease and any renewals thereof solely for the
purpose(s) ofthe operation of a
first class multiple unit first run motion picture theater which will
showcase live events and
movies, and for all purposes incidental thereto, and Lessee agrees that
it Will not use and occupy
the Premises for any other purpose without the prior Written consent of
Lessor. No movies given
the rating of or or unrated by the Motion Picture Association shall be
shown at the
Premises. With respect to any food sen/ice operations conducted at the
Premises, Lessee shall
not engage in the sale of food for ot"f~Premises consumption.
3. COMMENCEMENT OF DESIGN Upon full execution ofthe Lease, but no later
than
July l, 2007.
4. COMMENCEMENT OF CONSTRUCTION Upon completion of construction
drawings and obtaining all necessary permits from the City of Suffolk,
but no later than January
1, 2008.
5. COMPLETION OF CONSTRUCTION On or before October 15, 2008.

(f
6. LEASE TYPE This Lease shall be "Net" with Lessee bearing all costs
associated with
use, possession and operation of the Premises, including, without
limitation, all Premises area
maintenance and the cost of keeping the Premises in compliance with all
applicable municipal,
ADA and fire codes. The parties agree that during the term of this Lease,
Lessee shall be
responsible for payment of all taxes of any kind whatsoever ("Taxes"),
which detinition
specifically excludes any income, franchise, excise, business or other
taxes solely attributable to
Lessor's business operation, and all insurance ("1nsurance") together
with any increase in such
items which may occur during the Tenn or any extension thereof Any costs
which are shared by
agreement ofthe parties shall be apportioned in accordance with outer
wall to outer wall square
footage, and the portion attributable to the Premises shall become part
of the Premises area
maintenance payable by Lessee.
7. TERM The contractual provisions of this Lease shall take effect upon
the execution
hereoti The term (the "Term") of the leasehold estate granted shall be
for a period of two
hundred forty (240) months, commencing onthe Commencement Date, as
defined in Section 2.9
hereof
8. RENTAL Lessee hereby covenants and agrees to pay Lessor Base Rent and
Additional
Rent on a basis as follows for the Premises plus Percentage Rent (as
described below)
on a per annum basis during the Term of this Lease.
A. BASE RENTS Beginning on the Commencement Date and on the same day of
every month thereafter for the initial term of two hundred forty (240)
consecutive months and for
the two option periods of sixty (60) consecutive months each, Lessee
shall pay to Lessor in such
United States of America currency as at the time of payment shall be
legal tender for the
payment of public and private debts at the address specified herein,
during the Term of this
Lease as set forth in this Section 1.8 net rental ("Base Rent") as
follows:
61420
121 180
181 240
241 300
301 360
83 333.33
95,833.33
$108 333 33
$120 833 33
$133 333 33
$150 000 00
$1 000 000.00
$1,l50,000.Base Rent shall be in addition to and over and above all of
the other payments to
be made by Lessee as hereinafter provided.
It is the purpose and intent of Lessee and Lessor that Base Rent payable
hereunder
shall be absolutely net to Lessor so that this Lease shall yield to
Lessor the Base Rent herein
specified in such month during the Term of this Lease, free of all
expenses, costs, Taxes,
Insurance, CAM Expenses, as defined below, claims, charges, Premises area
maintenance
including roof membrane (other than structural and roof structure repairs
which are the
responsibility of Lessor), capitalized expenditures, assessments, or
impositions of any kind


charged, assessed or imposed on or against, or which may affect, the
Premises. Lessee agrees to
pay Base Rent without abatement, deduction, counter-claim or set-off by
Lessee, and that no
costs, expenses and obligations ot" any kind relating to the maintenance
and operation of the
Premises, including all alterations, repairs and replacements hereinafter
provided, which may
arise or become due during the Tenn and any renewals thereof shall be
paid by Lessor.
B, PERCENTAGE RENT In addition to Base Rent, Lessor shall make annual
payments to Lessor of percentage rent ("Percentage Rent"). The first year
for calculation of
Percentage Rent shall begin on the Commencement Date, and each year after
such tirst year
during the Tenn and the Option Period shall be subject to Percentage
Rent. Percentage Rent
shall be paid by Lessee to Lessor on or before the thirtieth day
following the end of each
year for which a Percentage Rent calculation is made. Percentage Rent
shall be calculated in the
following manner:
Lessee's Gross Revenues from operations from the preceding year at
the Premises totaling ten times (1 Ox) the annual Base Rent for such
preceding year shall constitute a break point (the "Break Point").
After annual Gross Revenues exceed the Break Point, Lessee shall
pay Lessor ten percent of the difference between Gross
Revenues and the Break Point as Percentage Rent. The term "Gross
Revenues" shall include, but not be limited to revenue from ticket
sales, concessions, advertising, video arcade revenue and all other
income and revenue of any kind Hom any source received by Lessee
or its agents or assigns for conducting business on the Premises net of
unrebated sales taxes and amusement taxes.
Along with the payment of Percentage Rent, Lessee shall furnish
Lessor with a copy of its Gross Revenue figures for the Premises and a
letter calculating the Percentage Rent, the accuracy of which shall be
certified by its Controller. Lessee shall keep and maintain a complete,
permanent and accurate set of books and records containing all
supporting evidence necessary for the computation of Gross Revenues.
All books and records relating to Gross Revenues shall be open to the
inspection and audit by Lessor and/or Lessor's agents or accountants at
all reasonable times, If any audit of Lessee's records reveals that
Lessee has understated Gross Revenues, Lessee shall pay to
Lessor the amount of Percentage Rent owed as indicated by such audit.
C. CAM EXPENSES Lessee shall pay as Additional Rent its proportionate
share
of Common Area Maintenance, real property taxes, and insurance costs
(collectively,
Expenses"). Lessee's proportionate share ("Lessee's Share") of all of
such expenses shall be
calculated on a pro-rata basis, based on the ground floor area ofthe
Building Hom the exterior
walls vs. the total leased, leaseable or otherwise available gross
leaseable area of all retail and
oliice buildings located within Obici Place, excluding the gross
leaseable areas of buildings on
seliimaintained parcels and maintenance costs incurred for such parcels,
Common Area
Maintenance shall mean the total costs and expenses incurred by Lessor
(including reasonable

ff
a a 2 a 2;
security services are provided by Lessor) Obici Place and the Common Area
including, without
limitation the cost of all materials supplies and services purchased or
lined therefor the cost
and expense of landscaping gardening and planting cleaning, painting
(including line painting)
repairing seasonal and other decorating lighting sanitary control removal
of snow and ice
trash garbage and other refuse fire protection water and sewerage charges
stormwater
management fees any parking tax or surcharge imposed by law against the
Lessor Obici Place
oi the parking areas therein cleaning and sweeping the parking lots and
other portions of
theCommon Area, repairing sealing paving and striping of parking areas
dnves and roadways
the cost of repairing maintaining replacing and painting of sidewalks
pavements curbs, light
fixtures, signs, sprinkler systems, roofs, roof skins, canopies, gutters
and downspouts and other
roof components; repair, maintenance and painting of buildings; sanitary
and pest control; the
cost of heating, Ventilating and air conditioning any enclosed areas
which are a part of the
Common Area and the cost of maintenance, repair and replacement of such
equipment; general
repairs; security services; costs of all types of insurance coverage
carried by Lessor for Obici
Place; maintenance, repair and replacement of utility systems sen/icing
Obici Place, including,
without limitation, water, sanitary sewer and stormwater lines and other
utility lines, pipes and
conduits, costs of lighting and other utilities serving the Common Area'
de reciation of
machinery and equipment owned and used in the operation, maintenance and
repair of the
Common Area, or the rental charges for such machinery and equipment; the
cost of personnel
and management to implement all of the foregoing, including security
personnel and traffic
personnel; and management fees. Lessor may cause any and all ofthe
aforwaid sen/ices relating
to the Common Area to be provided by an independent contractor or
contractors.
reserves in eratin maintainin re mana in and olicin if and to the extent

Payment of CAM Expenses Lessee will pay as Additional Rent
and in the manner this Section l_8 describes, Lessee's Share of CAM
Expenses for each and every calendar year of the Term. Lessor will
prorate
Lessee's Share of CAM Expenses for the calendar year in which the Lease
commences or terminates as of the Commencement Date or termination
date, as applicable, on a per diem basis based on the number of days of
the
Tenn within such calendar year.
b. CAM Expenses Limit Lessee will not be required to pay any increases in
controllable CAM Expenses in excess of five percent of the
previous year's CAM Expenses on a non-cumulative basis All such CAM
Expenses are deemed to be "controllable" except for the actual amounts of
increases in real estate taxes and other taxes assessed against the
Premises, the Building, the Common Areas or Lessor with respect thereto,
real property and liability insurance, utility costs not borne directly
by Lessee pursuant to this Lease, the cost of removing and controlling
ice and snow, (e security, if provided by Lessor, and other extraordinary
market events that affect the immediate area office and retail market asa
whole.


Management Fees Limit At all times during the Term and subsequent
renewal periods, Lessortagrees that it will not charge to Lessee or
against
the operation of the Building management fees in excess of four percent
ofthe Base Rent
Estimation of Lessee's Share of CAM Expenses Lessor will deliver to
Lessee a written estimate of the following for each calendar year of the
Term CAM Expenses and the annual and Additional Rent
attributable to Lessee's Share of CAM Expenses.
Re~estimation of CAM Expenses Lessor may re-estimate the amount of
CAM Expenses and Lessee's Share of CAM Expenses fiom time to time
during the Tenn. ln such event, Lessor will re-estimate the
Additional Rent attributable to Lessee's Share of CAM Expenses to an
amount sufficient for Lessee to pay the re-estimated amount over
the balance of the calendar year. Lessor will notify Lessee of the re-
estimate and Lessee will pay the re-estimated amount.
on irmatton Lessee's Share of CAM Expenses After the end of each
calendar year within the Term, Lessor will determine the actual amount of
CAM Expenses and Lessee's Share of CAM Expenses for the expired
calendar year and deliver to Lessee a Written statement of such amounts.
If
Lessee paid less than the actual amount of Lessee's Share of CAM
Expenses specified in the statement, Lessee will pay the
difference to Lessor as Additional Rent. If Lessee paid more than the
actual
amount of Lessee's Share of CAM Expenses specified in the statement,
Lessor, at Lessor's option will either refund the excess amount to
Lessee, or (ii) credit the excess amount against Lessee's next due
installment of Base Rent or estimated Additional Rent. lf Lessor is
delayed
in delivering such statement to Lessee, such delay does not constitute
Lessor's waiver of Lessor's rights under this section.
Lessee's Inspection and Audit Rights If no Event of Default exists
under this Lease, (ii) Lessee disputes Lessor's detemiination of the
actual
amount of CAM Expenses or Lessee's Share of CAM Expenses for any
calendar year, and Lessee delivers to Lessor written notice of the
dispute within (60) days after Lessor's delivery of the statement of such
amount under Section then Lessee (but not any sublessee or
assinee), at its sole cost and expense, upon prior written notice and
during
regular business hours at a time and place reasonably acceptable to
Lessor
(which may be the location where Lessor or Lessor's property manager
maintains the applicable records), may cause a certified public
accountant
reasonably acceptable to Lessor to audit Lessor's records relating to the
disputed amounts and produce a report detailing the results of the audit.
Lessee acknowledges and agrees that the certified public accountant shall
not conduct the audit on a contingency fee basis. Lessee's objection to

if
Lessor's determination of CAM Expenses or Lessee's Share of CAM
Expenses is deemed withdrawn unless Lessee completes and delivers a
copy of the audit report to Lessor within ninety (90) days after the date
Lessee delivers its dispute notice to Lessor under this section. If the
audit
report shows that the amount Lessor charged Lessee for Lessee's Share of
CAM Expenses was greater than the amount this section obligates Lessee
to pay, then, unless Lessor reasonably contests the results the audit
report
describes, Lessor will refund the excess amount to Lessee within ten (10)
days after Lessor receives a copy of the audit report. If the audit
report
shows that the amount Lessor charged Lessee for Lessee's Share of CAM
Expenses was less than the amount this section obligates Lessee to pay,
Lessee within ten (10) days after receiving the audit report, will pay to
Lessor, as Additional Rent, the difference between the amount Lessee paid
and the amount stated in the audit report. Pending resolution of any
audit
under this section, Lessee will continue to pay to Lessor the estimated
amounts of Lessee's Share of CAM Expenses. Lessee must keep all
infomation it obtains in any audit strictly confidential and may only use
such information for the limited ose this section describes and for
Lessee's own account.
Real and Personal Property Taxes Lessee, prior to delinquency, will pay
all taxes charged 'against the Building, to the extent separately
assessed, and
Lessee's trade fixtures and other personal property. Lessee will use all
reasonable efforts to have the Building and such trade tixtures and other
personal property taxed separately from other portions of the Land. If
the
Building and any of Lessee's trade fixtures and other personal property
are
taxed with the Land, Lessee will pay the taxes attributable to the
Building
and Lessee's trade fixtures and other personal property to Lessor as
Additional Rent.
Lessor's Right to Contest Property Taxes Lessor is not obligated to but
may contest the amount or validity, in whole or in part, of any property
taxes charged against the Building and or Common Areas ("Property
Taxes"), Lessor's contest will be at Lessor's sole cost and expense,
except
that if Property Taxes are reduced (or if a proposed increase is avoided
or
reduced) because of Lessor's contest, Lessor may include in its
computation of Property Taxes the costs and expenses Lessor incurred in
connection with the contest, including, but not limited to, reasonable
attorney's fees, up to the amount of any Property Tax reduction Lessor
realized from the contest or any Property Tax increase avoided or reduced
in connection with the contest, as the case may be. Lessee may not
contest
Property Taxes.
Lessee will pay all rents and sums provided hereunder at the time and in
the
manner provided herein. Time is ofthe essence as regards all rents and
other sums provided to
be paid hereunder If Lessee fails to remit any installment of Base Rent,
Percentage Rent or


Additional Rent within ten (10) days after the due date, such installment
shall be considered
delinquent, and Lessee shall be charged, and,shall include with any
delinquent payment, a late
charge equal to five per cent (5%)of the delinquent installment plus
interest as provided for in
Section 1.37,
9. On or before Lessee's Acceptance of the Premises (as defined in
Section 2.9),
Lessor shall obtain and provide to Lessee an "as-built" ALTA survey
reasonably acceptable to
Lessee, to ALTA requirements, prepared by a surveyor licensed in the
State in which
the Land is located and which complies with the Survey requirements
described in Exhibit
attached hereto. Lessee and Lessor shall bear the costs ofthe survey
equally.
10. PEACEFUL ENJOYMENT Lessee shall, and may peacefully have, hold and
enjoy
the Premises subject to the other terms hereoli and provided that Lessee
shall have paid the
rentals herein recited and performed all of its covenants and agreements
herein contained.
ll. RECIPROCAL EASEMENTS Lessee and Lessor shall work together in good
faith to
obtain from each other or any third party any reciprocal easements,
including, but not limited to
parking and public ingress and egress. Such reciprocal easements may be
in the form of a
planned development declaration or subdivision plat,
12. REPAIRS AND In addition to Lessee's other repair and maintenance
obligations set forth herein, Lessee will, at Lessee's own cost and
expense, repair or replace any
damage or injury to the Building, the Premises, or any part thereof
caused by Lessee or Lessee's
agents, employees, invitees or visitors so that the Premises are always
maintained in a first class
condition. If Lessee fails to commence repairs or replacements required
herein within fifteen
(15) days of occurrence, and diligently complete such repairs and
replacements, Lessor may, at
its option, make such repairs or replacements, and if Lessor has not
received insurance proceeds
to make said repairs, Lessee shall repay the cost thereof to Lessor upon
demand.
Lessee will not commit or allow any waste or damage to be committed in
the Building or on any
other portion of the Land, and shall at the termination of this Lease, by
lapse of time or
otherwise, (except in the case of fire or other casualty, for which
proceeds in an amount
necessary for the full repair or replacement thereof are made available
to Lessor) deliver the
Premises to Lessor broom clean and in as good condition as the Commence
Date, ordinary wear
and tear excepted, and upon such termination of this Lease, Lessor shall
have the tight to re-enter
and resume possession of the Premises.
13. ALTERATIONS AND IMPROVEMENTS
A. After completion of the Project, Lessee shall not make or allow to be
made
any substantial alterations or physical additions in or to the Premises
without first obtaining the
written consent of Lessor, which consent shall not be unreasonably
withheld or conditioned or
delayed. Any alterations, physical additions or improvements to the
Premises made by Lessee
shall at once become the property of Lessor and shall be surrendered to
Lessor upon the
termination of this Lease; provided, however, if Lessee is not then in
default and if such


alterations, physical additions or improvements are not then subject to
any other rights, liens and
interest of Lessor, this clause shall not applyito movable equipment or
furniture owned by
Lessee and (2) any motion picture and other equipment owned by Lessee.
Lessee shall pay all
costs associated with the repair of and damage caused by removal of any
equipment, furniture or
other improvements which may be removed by Lessee at the end of the Tenn
of this Lease.
Lessor, at its option, may require Lessee to remove any physical
additions and/or repair any
alterations necessary to restore the Premises to the condition existing
on the Commencement
Date, All costs of removal and/or alterations shall be borne by Lessee.
B. Lessee agrees that any contractors it may hire, employ or contract
with to
complete alterations or improvements shall be approved in writing by
Lessor prior to said
contractor performing pursuant to its contract with Lessee. Such approval
shall not be
unreasonably withheld, delayed or conditioned. Further, Lessee agrees to
provide to Lessor lien
waivers from all of the contractors and materialmen it contracts with or
employs to complete
alterations or improvements. Lessee further agrees that any alterations
or improvements by
Lessee shall be performed in a good and workrnanlike manner and in
compliance with all
governmental and insurance company requirements.
l4. ASSIGNMENT OR SUBLEASE
A. Lessor shall have the right to transfer and assign, in whole or in
part, this
Lease and its rights and obligations the Premises. Except as provided in
this Section l.14,
Lessee shall not assign this Lease or sublet all or any part of the
Premises without prior written
consent of Lessor. Among the factors which Lessor shall have the right to
review and approve as
a condition to its consent to an assignment or Sublease are the
creditworthiness, financial
condition and business experience of the proposed assignee or subtenant.
In the event any
assignment or subletting is permitted, Lessee and any guarantors of this
Lease shall, at all times,
remain fully responsible and liable for the payment of Base Rent,
Percentage Rent and
Additional Rent and for compliance with all of its other obligations
under the terms, provisions
and covenants of this Lease. Upon the occurrence of an "event of default"
as defined herein, if
all or any part of the Premises are then assigned or sublet, Lessor, in
addition to any other
remedies provided by this Lease or provided by law, may, at its option,
collect directly from the
assignee or subtenant all rents becoming due to Lessee by reason of the
assignment or sublease,
Any collection directly by Lessor from the assignee or subtenant shall
not be construed to
constitute a novation or a release of Lessee or any guarantors from the
further performance of its
obligations under this Lease. The transfer of twenty-tive percent or more
of the
ownership interests of Lessee shall constitute an assignment under the
terms of this Lease.
B. Notwithstanding any provision herein to' the contrary, without
Lessor's
consent, Lessee shall have the right to assign the Lease to a subsidiary
or an affiliated company,
and Lessee shall have the right to assign this Lease to a merged or
consolidated or successor
corporation; provided, however, that such subsidiary, successor or
Affiliate must have a net
worth on the date of such assignment equal to or greater than Lessee's
net worth as of the date of
this Lease, and (ii) Lessee and any guarantors shall remain liable for
all obligations hereunder
following such assignment or subletting. Affiliate shall mean any
corporation or other entity
controlled by, controlling or under common control with Lessee, as
applicable. The words


"control," "controlled" and "controlling" mean ownership, directly or
indirectly, of fifty percent
or more ofthe legal or beneficial ownership interest of such corporation
or other entity.
l5. INDEMNITY AND LIABILITY Other than such as arise from the negligence
or
willtiil misconduct of Lessor, Lessee hereby agrees to indemnify Lessor
against and save Lessor
harmless from any and all losses, cost, damages, charges, liabilities,
obligations, fines, penalties,
claims, demands or judgments and any and all expenses, including, without
limitation, attomey's
fees (all hereinafter referred to as "Darnages") arising out of or in
connection with: Lessee's
use of the Premises; (ii) the conduct of Lessee's business or any
activity, work or thing done,
permitted or suffered by Lessee, its agents, employees or invitees in, on
or about the Premises,
the Building or the Common Area; any failure to perform or obsewe any of
the tenns,
covenants, conditions or provisions that are required to be performed or
observed by Lessee
under this Lease; (iv) any negligence of Lessee, its agents, employees or
invitees; and in the
event that any action or proceeding is brought against Lessor by reason
of clauses through (iv)
of this Section 15, Lessee, upon notice from Lessor, shall defend the
same at Lessee's sole cost
with counsel acceptable to Lessor, excepting those damages caused by the
negligence of Lessor
and those damages covered under any fire and extended covera insurance
and/or liabilit
insurance to the extent that Lessor receives fiinds totaling the amount
of the damages. This
exception shall not limit Lessee*s responsibility to indemnify Lessor
with respect to any
deductible or the failure of insurance to fully cover the damages,
l6. LOSS OR DAMAGE Lessee hereby agrees that Lessor shall have no
liability for any
injury to Lessee's business or any loss of income therefrom or from
damage to the Building,
Lessee's property or to the goods, wares, merchandise or other property
of Lessee, Lessee's
invitees, or any other person in the Premises, nor shall Lessor be liable
for injury to the person of
Lessee, Lessee's invitees, or any other person, whether such damage or
injury is caused by or
results from theft, fire, steam, wind, electricity, gas, water,
precipitation, breakage, leakage,
obstruction defects in machinery, pipes, sprinklers, wires, appliances,
plumbing, air conditioning,
lighting fixtures, or other appurtenances connected with the Premises,
acts of God, public enemy,
acts of terrorism, injunction, riot, strike, insurrection, war, order of
governmental authority,
unavailability of fuel or energy or from any other cause whatsoever,
whether said damages or
injuries result from conditions arising upon the Premises or from other
sources or places, and
regardless of whether the cause of such damage or injury may be abated
by, or the means of
repairing the same is inaccessible to Lessee. Lessor shall not be liable
for any damages from any
act or neglect of any other tenant of Lessor.
17. ENTRY FOR REPAIRS AND INSPECTION Lessee will permit Lessor or its
officers, agents or representatives the right to enter into and upon any
and all parts of the
Premises, at all reasonablehours when the theater is not open for
exhibition of films to inspect
same or clean or make repairs or alterations or additions as Lessor may
deem necessary or
desirable, and Lessee shall not be entitled to any abatement or reduction
of rent by reason
provided however, that nothing herein requires Lessor to make any such
repairs,
alterations or additions. Lessor shall be entitled to enter upon the
Premises at any time to make
emergency repairs.


18. SIGNS Lessee shall not paint, display, inscribe, maintain or afhx any
sign, picture,
advertisement, notice, lettering or direction (collectively "Signs") on
any part of the Building
inside or outside, or elsewhere on the Premises, except signs which
directly advertise Lessee's
own business, are similar to those used in the nomial operation of a
theater, and are in full
compliance with the requirements of the City of Suffolk and the Design
Standards of Obici
Place. Lessor shall have the right to approve all Signs prior to
installation by Lessee, which
approval shall not be unreasonably withheld or delayed. Lessee shall, at
Lessee's expense,
remove all Signs upon the termination of this Lease, and the installation
and removal shall be in
such manner as to avoid injury of defacement to the Premises or the
Building.
19. ENVIRONMENTAL MATTERS
A. To Lessor's knowledge, it has duly complied with the provisions of all
federal, state
and local environmental, wetland, health and safety laws, codes and
ordinances and all rules and
regulations promulgated thereunder, including, without limitation, the
Comprehensive
Environmental Response, Compensation and Liability Act of 1980,42 U.S.C.
?9601, et seq., the
Resource Conversation and Recovery Act of 1976, 42 U.S.C. ?6901, et seq.,
the Super Fund
Amendments and Reauthorization Act of 1986, the Hazardous Waste
Transportation Act, 49
U.S.C. ?180l, et seq., the Toxic Substances Control Act 15 U.S
aste Disposal Act, the Clean Air Act, the Clean Water Act, the Air and
Water Pollution
Control Law and the Virginia Underground Storage Tank Act.
("Environmental Laws").
B. Lessor has received no notice oi and has no knowledge of any fact(s)
which might
constitute violations(s) of any Environmental Laws or health or safety
laws, codes or ordinances,
and any rules or regulations promulgated thereunder, which relate to the
use, ownership or
occupancy of the Land; and (ii) any violation of any covenants,
conditions, easements, rights of
way or restrictions affecting any of the Land or any rights appuitenant
thereto.
C. Lessee shall not discharge any hazardous substances in violation of
Enviromnental
Laws and shall indemnify, defend and hold harmless Lessor for any
violation of Environmental
Laws caused by Lessee, its employees, contractors or invitees following
the execution of this
Lease.
D. Lessor shall indemnify, defend and hold harmless Lessee for any
violation of
Environmental Laws, caused by Lessor, its employees or contractors and
occurring prior to the
execution of this Lease,
E. Lessee shall notify Lessor of any hazardous discharge (except in
accordance
with a valid governmental permit, license, certiticate or approval),
environmental complaint or
violation of Environmental Laws of the Premises.
20. LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE Lessee will not
occupy or use, or permit any portion ofthe Premises to be occupied or
used, or do or permit to be
done anything in or about the Premises, for any business or purpose which
is unlawful or violates
a provision ofthe insurance coverage held by Lessee or Lessor.

(.
throughout the term of this Lease the following insurance
A Comprehensive general public liability and property damage insurance
insuring
against all liabilities arising out of or in connection with Lessees use
or occupancy of the
Premises including bodily injury, death and property damage in the
minimum amount of
$5 O00 O00 00 naming Lessor as an additional insured and
Fire, theft vandalism and extended coverage insurance insuring all
fumiture tixtures
appliances equipment alterations decorations additions improvements and
other contents
made, placed or paid for by Lessee in, on, or about the Premises,
including, without limitation,
property owned or controlled by Lessee naming Lessor as an additional
insured.
All insurance policies required of Lessee pursuant to this Section 1.21
shall provide
that such policies shall not be changed or canceled without at least
thi1ty(30) days prior written
notice to Lessor, and any mortgagee, and be provided by insurance
companies licensed to do
business in the state of Virginia with ratings acceptable to Lessor, and
provide that losses
a a Juste wit insurers and/or underwriters by Lessor to the extent of
Lessons
interest.
21. INSURANCE Lessee, at its sole expense, shall obtain and maintain in
effect
Within thirty (30) days following the execution of this Lease and
thereafter not less than
thirty (30) days prior to the expiration date of the insurance policies
required of Lessee pursuant
to this Section, Lessee shall deliver to Lessor original insurance
certificates and copies of said
policies, setting forth the satisfaction of the insurance requirements
outlined above, in form
reasonably satisfactory to Lessor, accompanied by evidence satisfactory
to Lessor of payment of
the premium due therefore.
Lessor will at all times during the Term maintain the following
insurance. All premiums
and other costs and expenses Lessor incurs in connection with maintaining
such insurance are
CAM Expenses or, if separately invoiced for the Building, to be directly
reimbursed by Lessee to
Lessor upon request.
C. Property insurance on the Building in an amount not less than the full
insurable
replacement cost of the Building insuring against loss or damage by tire
and such
other risks as are covered by the current ISO Special Form Policy.
Lessor, at its
option, may obtain such additional coverages or endorsements as Lessor
deems
appropriate or necessary, including, without limitation, insurance
covering the
foundation, grading, excavation and debris removal costs; business income
and rent
loss insurance; and other coverages. Lessor may maintain such insurance
in whole or
in part under blanket policies. Such insurance will not cover or be
applicable to any
personal property or trade fixtures of Lessee within the Premises or
otherwise
located at the Land or any other such property (including that of third
parties) in
Lessee's care, custody or control at the Land.


D. Commercial General Liability Insurance against claims for bodily
injury, personal
injury, and property damage occurring at Obici Place in such amounts as
Lessor
deems necessary or appropriate. Such liability insurance will protect
only Lessor
and, at Lessor's option, Lessor's lender and some or all of the Lessor's
parties, and
does not replace or supplement the liability insurance this Lease
obligates Lessee to
carry.
E. To the extent the same can be done Without additional expense to
Lessor, Lessor
shall have Lessee named as an additional insured on general liability
policies
covering Lessor's property and operations outside and around the
Premises.
22. CONDEMNATION
A. In the event that the Premises or any pan thereof shall be taken for
public purposes,
by condemnation as a result of any action or proceeding in eminent
domain, or shall be
transferred in lieu of condemnation to any authority entitled to exercise
the power of eminent
domain, the interest of Lessor and Lwsee in the Gross Award shall be as
provided in this
Section. The temi "Gross Award" shall mean the total of amounts awarded
to or received by
Lessor and/or Lessee as damages, compensation or otherwise by reason of
the taking of the
Premises or any part thereof as a result of or in anticipation of the
exercise of the iight of
condemnation or eminent domain.
B. In the event the entire Premises are taken or so much is taken as to
render the
remaining portion of the Premises unsuitable for the use intended by
Lessee, then at Lessor or
Lessee's option this Lease and all other right, title or interest
thereunder shall cease and, except
as provided in Paragraph of this Section l.22, the Gross Award for such
condemnation shall be
paid to Lessor.
C. In the event that a portion ofthe Premises is taken and this Lease
shall continue, the
rent contemplated under Paragraph l.8A above shall be reduced by a number
determined by
dividing the square footage of the Premises taken in the condemnation by
the original Premises
square footages as defined previously.
D. Any interest which Lessee may have or claim to have in any award
resulting from any
condemnation proceedings shall be limited to removal expenses for
Lessee's furniture, movable
fixtures, and other personal property.
23, CESSATION OF BUSINESS OPERATIONS The Premises may be used only for
the
purpose or purposes specified in Section 1.2 above, and for no other
purposes without the prior
written consent of Lessor., Lessee shall not at any time leave the
Premises vacant, but shall in
good faith continuously throughout the Term conduct and carry on in the
entire Premises the
type of business for which the Premises are leased. Lessee shall operate
its business in an
efficient, high class and reputable manner so as to produce the maximum
amount of income from
the Premises, and shall, except during reasonable periods for repairing,
cleaning, and decorating,
keep the Premises open to the public for business with adequate personnel
in attendance on all
days and during all hours (including evenings) when similar businesses in
similar locations are


open, except to the extent Lessee may be prohibited from being open for
business by applicable
law, ordinance or governmental regulation.
24. RECORDATION Lessee agrees not to record this Lease, However, upon the
request
of either party, the other party shall join in the execution of a
"memorandum of lease" for the
purposes of recordation, including such terms of this Lease (other than
economic terms) as are
typically included in such document. Either pany may record such
"memorandum of lease" at its
own expense.
25. HOLDING OVER ln case of holding over by Lessee after expiration or
termination of
this Lease without Lessor's prior written consent, Lessee will pay as
rent for each month or part
during such holdover period, one and one-half times the rent provided in
Sections
l.8.A and above and (ii) all additional amounts which Lessee is required
to pay pursuant to
other provisions ofthe Lease. No holding over by Lessee after the Term of
this Lease Without
consent and acquiescence ofLessor shall operate to extend the Lease for a
longer period than one
month; and any holding over with the prior written consent of Lesser
shall thereafter constitute a
rental irom month to month, at the rent in this Section.
26. LOSS BY FIRE OR OTHER CAUSES Lessee shall, in case of Ere, or loss or
damage
to the Premises from other causes, give immediate notice thereof to
Lessor. In the event of
damage to the Premises by fire or other causes, the same shall be
repaired by and at the
sole expense of Lessee under the direction and supervision of Lessor,
Proceeds from fire and
extended coverage insurance shall be paid to Lessor or its mortgagee and
disbursed to Lessee to
reimburse Lessee for costs incurred to make such repairs to the Premises.
In the event that
Lessee shall close the theater in order to make repairs, rents shall
continue unabated.
27. AMENDMENT OF LEASE This Lease may not be altered, changed, or
amended,
except by an instrument in writing, signed by all parties hereto.
28. ATTORNEYS FEES ln the event of a default hereunder, the defaulting
party shall
pay to the non-defaulting party all costs of enforcement of this Lease,
including court costs and
attorneys' fees.
29. DEFAULT BY LESSEE The following shall be deemed to be an "Event of
Default"
under this Lease:
Lessee shall fail to pay when due any installment of rent or any other
payment
required pursuant to this Lease, and such failure continues for ten (10)
days after such due date;
Lessee shall abandon or cease operations in any substantial portion of
the Premises
for a period greater than ten (10) business days;
Lessee shall fail to comply with any tenn, provision or covenant of this
Lease, other
than provided in or of this Section 1.29, and the failure is not cured
within thirty (30)
days after written notice to Lessee or within such longer period of time
if more time is required
and Lessee is curing such failure with due diligence;
Lessee or Guarantor shall hle a petition or be adjudged bankrupt or
insolvent under
the Bankruptcy Act, as amended or any similar law or statute of the
United States; or a receiver
or tmstee shall be appointed for all or substantially all of the assets
of Lessee or Guarantor; or
Lessee or Guarantor shall make a transfer in fraud of creditors or shall
make an assignment for
the benefit of creditors; i
Lessee shall do or permit to be done any act which results in a lien
being filed against
the Premises and Lessee fails to bond over or otherwise cause such lien
to be released and
discharged within ten (10) days of the filing therof
30. REMEDIES FOR DEFAULT Upon the occurrence of- any Event of
Default set forth in this Lease, in addition to any other remedies set
forth herein or allowed at
law or equity, Lessor shall have the option, without any notice or
demand, to terminate this
Lease, in which event Lessee shall immediately surrender the Premises to
Lessor. Lessor may,
without notice, except as provided in this Section l.3O, declare that all
of
 terminate an thereby become null and void at the option of the Lessor,
and
Lessor may immediately or at any time after the occurrence of an Event of
Default, re-enter the
Premises and repossess and have the same as Lessor's former estate and
remove therefrom all
goods and chattels not thereto properly belonging, and expel Lessee and
all other persons who
may be in possession of the Premises, without demand or notice, Any re-
entry, repossession, or
removal, Whether by direct act of Lessor or through legal proceedings for
that purpose, shall not
terminate this Lease except where Lessor may declare as set forth
hereinabove, nor release
Lessee from any liability for the payment of any rent to be paid under
this Lease or for the
performance or fulfillment of any other term or conditions provided
herein, whether before or
after the re-entry, repossession or removal by Lessor. Upon re~entry,
Lessor may relet the
Premises or any part thereof for any term, at the rent and on the terms
Lessor may choose. If
such rent to a new tenant (the "New Rent") is less than that payable by
Lessee under Sections
l.8.A, l.8.B, and l.8.C above, Lessor shall have the right to collect the
difference between the
New Rent and the rent payable by Lessee under Sections l.8.A, l.8.B and
l.8,C above. In
addition, Lessee agrees to pay on demand the amount expended by Lessor
for brokerage fees and
costs of remodeling, decorating or repairing the Premises in order to
relet the Premises. The
right of Lessor to terminate this Lease as herein set forth is in
addition to and not in exhaustion
of such other rights that Lessor has or causes of action that may accrue
to Lessor because of
Lessee's failure to fulfill, perform or observe the obligations,
agreements or covenants of this
Lease, and the exercise or pursuit by Lessor of any'of the rights or
causes of action accruing
hereunder shall not be in exhaustion of such other rights or causes of
action that Lessor might
otherwise have.
As additional security for the obligations of Lessee hereunder, Lessee
hereby grants,
bargains and conveys to Lessor a landlord's lien and a security interest
in all furniture, fixtures
and equipment now or hereafter located in and about the Premises,
including such personalty as
does not become the property of the Lessor upon the termination of this
Lease, provided,
however, that Lessor shall release all replaced equipment and furniture
from any such lien


i
immediately upon such replacement, and the attachment of Lessor's lien to
such replacement
equipment or furniture, and further provided that Lessor's security
interest shall always be
subordinate to the lien of any lender providing purchase money financing
for the same. Lessee
authorizes Lessor to hle all documentation as may be necessary to perfect
the security interest
hereby granted. To the extent required by applicable law, Lessee shall
execute all documentation
requested by Lessor to create and perfect such security interest.
31. DEFAULT BY LESSOR, Lessor shall not be in default unless Lessor fails
to perform
obligations required of Lessor within a reasonable time, but in no event
later than thirty (30) days
alter written notice by Lessee to Lessor and to the holder of any first
mortgage or deed of trust
covering the Premises, whose name and address shall have theretofore been
furnished to Lessee
in writing, specifying wherein Lessor has failed to perform such
obligation; provided, however,
that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for
performance, then Lessor shall not be in default if Lessor commences
performance within such
thir1y(30) day period and thereatlzer diligently prosecutes the same to
completion.
32. VVAIVER OF DEFAULT OR REMEDY Failure of Lessor to declare an Event of
Default immediately upon its occurrence, or delay in taking any action in
connection with an
Event of Default, shall not constitute a waiver of the Event of Default,
but Lessor shall have the
right to declare an Event of Default at any time and take such action as
is lawful or authorized
under this Lease, Pursuit of any remedy set forth herein shall not
preclude pursuit of any one or
more of the other remedies provided elsewhere in this Lease or provided
by law, nor shall pursuit
of any remedy provided constitute a forfeiture or waiver of any rent or
damages accruing to
Lessor by reason of the violation of any of the terms, provisions or
covenants of this Lease.
Failure by Lessor to enforce one or more of the remedies provided upon an
Event of Default
shall not be deemed or construed to constitute a waiver of such Event of
Default or of any other
violation or breach of any ofthe terms, provisions and covenants
contained in this Lease.
33. RIGHTS OF MORTGAGEE Lessee accepts this Lease subject and subordinate
to any
recorded mortgage, deed of trust or other lien presently or hereafter
existing upon the Premises.
Lessor is hereby irrevocably vested with full power and authority to
subordinate Lessee's interest
under this Lease to any mortgage, deed of trust or other lien hereafter
placed on the Premises.
Within ten (IO) days alter the receipt of a request from Lessor or its
mortgagee, Lessee shall
confirm such subordination by executing a subordination agreement in form
and content
acceptable to Lessor and its mortgagee or such additional instruments
subordinating this Lease as
Lessor may require; provided, however, that the holder of the mortgage or
deed of trust
recognizes the Lease to continue in effect after the foreclosure or other
default proceedings so
long as no Event of Default by Lessee has occurred and is continuing
hereunder. If the interests
of Lessor under this Lease shall be transferred by reason of foreclosure
or other proceedings for
enforcement of any mortgage on the Premises, Lessee shall be bound to the
transferee
(sometimes called the "Purchaser") under the terms, covenants and
conditions of this Lease for
the balance of the tenrr remaining, and any extensions or renewals, with
the same force and
effect as if the Purchaser were Lessor under this Lease, and Lessee
agrees to attom to the
Purchaser, including the mortgagee under any such mortgage if it be the
Purchaser, as its Lessor,
the attornment to be effective and self-operative without the execution
of any further instruments
upon the Purchaser succeeding to the interest of Lessor under this Lease;
provided, however, that


such lender or purchaser shall execute a non-disturbance agreement
recognizing the rights of
Lessee hereunder. The respective and obligations of Lessee and the
Purchaser upon the
attornment, to the extent of the then remaining balance of the Term of
this Lease, and any
extensions and renewals, shall be and are the same as those set forth in
this Lease.
34. ESTOPPEL CERTIFICATE Within ten (10) days aller the receipt of a
request from
Lessor or its mortgagee, Lessee shall execute and deliver a statement
certifying that Lessee is in
possession of the Premises; the Premises are acceptable; the Lease is
full force and effect; the
Lease is unmodified; Lessee claims no present charge, lien or claim of
offset against rent; the
rent is paid for the current month, but is not paid and will not he paid
for more than one month in
advance; there is no existing default by reason of some act or omission
by Lessor and such
matters as may be reasonably required by Lessor or Lessor's mortgagees,
to the extent the same
is true.
35. SUCCESSORS This Lease shall be binding upon and inure to the benelit
of Lessor and
Lessee and their respective heirs, personal representatives, successors
and assigns. It is hereby
covenanted and agreed that should Lessor's interest in the Premises cease
to exist for any reason
during the term of this Lease, then notwithstanding the happening of such
event this Lease
nevertheless shall remain unimpaired and in full force and effect and
Lessee hereunder agrees to
attorn to the then owner of the Premises.
36. FORCE MAJEURE Neither Lessor nor Lessee shall be liable for their
failure to
perform under this Lease (or for any loss, damage or delay of any nature
whatsoever resulting
therefrom) caused by any act of God, act of nature, fire, flood, wind
storm, strike, labor dispute,
riot, insurrection, act of terrorism, war or any other cause beyond
either party's control.
Notwithstanding the foregoing, this provision shall not apply to Lessee's
obligation to pay rent
pursuant to Sections l.8.A, l.8.B and l,8.C.
37. INTEREST Monies owed by one party to the other shall, after due date,
bear interest at
ten per annum or the maximum rate allowable by law, whichever is less.
38. CONTINUATION OF LEASE AFTER TERMINATION No receipt of money by
Lessor from Lessee alter the termination of this Lease, or after the
service of any notice, or after
commencement of any suit, or after final judgment for possession ofthe
Premises shall reinstate,
continue or extend the term of this Lease or affect any such notice,
demand or suit,
39. NOTICES All notices or other communications, required or permitted to
be given
under this Lease, shall be in writing and shall be given or sen/ed by
either party to this Lease or
to or on the other party either personally, by nationally recognized
overnight delivery service, or
by certified or registered mail, postage prepaid, addressed to the
parties at the following
respective addresses, or at such other addresses as a party may from time
to time designate by
written notice to the other,

1
Lessor:
1900 Main Associates, L.C.
C/o Robinson Development Group, lne.
150 West Main Street, Suite 1100
Norfolk, Virginia 23510
Attn. Anthony W. Smith
Lessee: With A Copy To:
The Suffolk Theater Company, Inc. American Screen Works, Irie.
P.O. Box 28467 P.O. Box 28467
Atlanta, Georgia 30358
Attn: Syed Raza
Atlanta, GA 30358
Attn: James T. Duffy
40. CHARGES FOR SERVICES lt is further agreed and understood that, except
as
otherwise specifically provided herein, any labor and material cost for
repairs, maintenance,
redecorating, alterations, etc. shall be performed solely at Lessee's
expense.
41. SCHEDULES All schedules initialed by both parties hereto and attached
to this Lease
shall be a part of this Lease whether or not said schedules are
specifically referred to in the
Lease.
42. SEVERABILITY In the event that any provisions or part ofa provision
of this Lease is
held invalid, the other provisions and parts of provisions shall remain
in full force and effect.
43. GOVERNING LAWS This Lease shall be governed by and construed
according to the
laws of the Commonwealth of Virginia.
44. CAPTIONS Captions are inserted for convenience only, and shall not
affect or limit the
construction of this Lease.
45. NO LIENS Notwithstanding any provision herein to the contrary, if
Lessee makes any
repairs or alterations to the Premises, whether or not with Lessor's
prior consent, Lessee will not
allow any lien of any kind, whether for labor, material, or otherwise to
he imposed or remain
against the Building or the Premises.
46. SHOWING PREMISES Lessor shall have the right during normal business
hours to
show the Premises to mortgagees, prospective lessees or purchasers of the
Premises or any part
thereof at any time, provided that such action does not interrupt the
motion picture exhibitions of
Lessee.

1/
47. ORGANIZATIONS AND QUALIFICATIONS: CORPORATE AUTHORITY In
the event that Lessee, or any of the entities comprising Lessee, is a
corporation or a partnership,
Lessee represents and warrants that such corporation or partnership is
duly organized and
validly existing under the Laws of the State of its incorporation or
fonnation, (ii) if a corporation,
it is in good standing under said Laws and is duly qualihed to do
business in the State of
Virginia, and the person signing this Lease on behalf of Lessor has been
duly authorized to
execute and deliver this Lease.
48. RENEWAL OPTION Provided Lessee is not in default, Lessee shall have
the
option to extend the Term of this Lease (the "Option") for two (2)
consecutive additional periods
of tive (5) years each (the "Option Period") commencing on the expiration
date ofthe initial
Tenn of this Lease. Lessee shall notify Lessor of its intent to exercise
the Option in writing nine
(9) months prior to expiration ofthe initial Tenn and each succeeding
Option Period. Base Rent
for each five (5) year Option Period shall be as listed in Section l.8,A.
All provisions of the
Lease shall remain in force during any Option Period,
49. DISCLOSURE Lessee and Lessor warrant and represent to the other that
no agent, broker or ti negotiatinglconsummatin this Lease
except for CB Richard Ellis of Virginia, Inc. on behalf of Lessor and CB
Richard
Ellis, Inc, on behalf of Lessee. Each party agrees to indemnify and hold
the other
harmless from any and all claims for brokerage commissions arising out of
any communications
or negotiations between that party and any other broker regarding the
Premises and/or the
consummation of this Lease. Lessor shall pay a brkerage fee to CBREVA and
CBRE pursuant
to a separate agreement. Cetain principals of Lessor are licensed real
estate agents in the
Commonwealth of Virginia and are principals of CBREVA.
50, LEASE GUARANT Lessor's obligations under this Lease are conditioned
upon
receipt of a Guaranty of Lease in the form attached as Exhibit executed
by the Guarantor
and receipt of satisfactory evidence of the authoiity ofthe Guarantor to
execute the Guaranty of
Lease.
51, LIABILITY Lessee acknowledges that Lessor's liability under this
Lease
shall be limited to Lessor's equity interest in the property it owns at
Obici Place, and any
judgment against Lessor shall be satisfied solely out of the proceeds of
sale of Lessor's equity
interest in the property it owns at Ohioi Place, No judgment rendered
against Lessor shall give
rise to any right of execution or levy against Lessor's other assets. No
individual who is Lessor
or any member or partner of any joint venture, tenancy in common, firm,
partnership or other
fonn of joint ownership that is Lessor, or their heirs, personal
representatives, successor and
assigns, shall have any personal liability to Lessee, or to any person
claiming under or through
Lessee, for any amount orain any capacity. Such exculpation of liability
shall be absolute and
without exception whatsoever.
[Remainder of page intentionally bank.]


SECTION II
CONSTRUCTION
SECTION 2.1 DESIGN AND WORK PERMITS Lessee will provide all
services for site design and building construction utilizing the services
of an architect (the
"Project Architect") and an engineer or engineers (the "Project
Engineer") acceptable to Lessor.
The Project Architect and Project Engineer will be licensed in Virginia
and possess professional
liability insurance.
A. Exterior Drawings and Floor Plans. Within sixty (60) days after the
date of this
Lease, Lessee will submit to Lessor for approval will
not be unreasonably withheld or delayed, drawings prepared by the Project
Architect showing the exterior walls and floor plans for the Premises
("Exterior
Elevations") in compliance with the Design Standards for Obici Place,
B. Yifiking Plans. Within ninety (90) days after ih?i@t <terior
Elevations are
approved by Lessor, Lessee will cause the Project Architect to prepare
and deliver
to Lessor plans and specifications ("Working Plans") for the Premises in
compliance with all applicable code requirements and the Design Standards
for
Obici Place. Lessee will submit to Lessor for Lessor's approval, which
approval
will not be unreasonably withheld or delayed, Working Plans for a motion
picture
theater similar to Lessee's Burleson Theater plans attached hereto as
Exhibit
and consistent with the approved Exterior Elevations.
C. Preliminary Approvals and Licenses. To the extent not previously
obtained by
Lessor, Lessee will obtain all required zoning, site plan approvals and
other
licenses and/or approvals necessary for construction of the Project,
including the
"Building Permit" (collectively, "Work Perrnits"). Lessee will apply for
necessary
Work Permits as soon as practicable, but in no event more than ten (10)
days after
the plans approvals or other prerequisites for such Work Pennits are
completed,
and shall thereafter diligently pursue receipt ofthe Work Permits.
D. Architect's and Engineer's Contract. Lessee shall submit to Lessor for
Lessor's
approval contracts with the Project Architect and Project Engineer, which
contracts shall be assigned to Lessor 'and/or its mortgagee. The
assignments and
related consents shall provide that the Project Architect and Project
Engineer will
continue to perform, at the option of Lessor or its mortgagee, for Lessor
or its
mortgagee or assigns under the terms of the contracts should an Event of
Default
under this Lease have occurred on the part of Lessee. In such event, all
plans and
specifications prepared by the Project Architect and Project Engineer may
be used
by Lessor or its mortgagee without any additional cost or expense as long
as the
Project Architect and Project Engineer have been compensated for work
performed pursuant to the provisions of the contracts.


SECTION 2.2 CONSTRUCTION ,Lessee shall construct the Project utilizing
the
services of a commercial general building contractor (the "Contractor")
acceptable to Lessor,
A. Construction Contract. Lessee shall submit to Lessor for Lessor's
approval a
stipulated sum or guaranteed maximum contract with the Contractor, which
contract
shall be assigned to Lessor and/or its mortgagee. The assignment and
related
consent shall provide that the Contractor will continue to perform, at
the option of
Lessor or its mortgagee, for Lessor or its mortgagee or assigns under the
terms of
the contract should an Event of Default under this Lease have occurred on
the part
of Lessee. The contract document will be an AIA form document. Without
limitation, the contract shall provide for not less than ten percent
retainage
until the Project has reached fifty percent completion and no retainage
thereafter so that the aggregate retainage at full completion will be
tive percent

B. Change Orders. Mutual advance written approval is required for any
changes or
alterations to the construction contract ("Change Orders") requested by
either party.
C. Project Schedule. As part of the construction contract, the Contractor
shall prepare
a schedule for the Project (the "Project Schedule") acceptable to Lessee
and Lessor,
showing in detail the work to be completed as art of the Project and the
scheduled
time for completion. The Contractor will provide updates to the Project
Schedule
periodically throughout the Project, but no less than
D. Job Meetings, The Contractor shall hold periodic job meetings
throughout the
construction of the Project. Lessor or its designee shall be notified of
the job
meetings in advance and invited to attend.
E. Construction Consultant. Lessor's mortgagee shall employ an
independent
construction consultant (the "Construction Consultant") to review the
Working
Plans, construction contract, the Project Schedule, Project budgets, soil
test reports
and other Project related documentation; (ii) inspect the construction of
the Project
as it progresses; review requests for disbursement; and (iv) perform such
other
services as Lessor's mortgagee may require. Lessee agrees to cooperate
fully with
the Construction Consultant throughout the duration ofthe Project.
P. Minority Business Enterprises. Lesseeacknowledges that Lessor has
developed a
plan for utilizing minority business enterprises in' the development of
Obici Place
(the Plan"). Lessee shall endeavor to comply with the MBE Plan to the
extent commercially reasonable.
SECTION 2.3 INSURANCE In addition to the insurance to be provided by
Lessee
pursuant to Section 1.21, Lessee shall maintain or cause to be maintained
for the duration ofthe
Project the following insurance policies.


A. Builder's Risk Insurance. An "all risk", non-reporting, completed
value builder's
risk insurance policy. The policy shall be from a company satisfactory to
the
Lessor; shall bein an amount satisfactory to the Lessor; shall include
agreed
amount, replacement cost, permit to occupy, and vandalism/malicious
mischief
endorsements; shall include provisions for a minimum 30-day advance
written
notice to the Lessor and its mortgagee of any intended policy
cancellation, non-
renewal or material modification; and shall designate the Lessor's
mortgagee as
mortgagee and loss payee and shall not contain a terrorism exclusion.
Lessee shall
submit satisfactory evidence that all insurance premiums have been paid.
Further,
each insurance policy provided to the Lessor by Lessee shall be written
by an
insurer having not less than Best's Rating according to the most current
edition ofBest's Key Rating Guide.
B. Worker's Compensation Insurance. The Lessee and all contractors
performing work
on the Project shall carry worker's compensation insurance with statutory
coverage
limits.

comprehensive general liability insurance in an amount not less than
$1,000,000 from
a company and with coverage satisfactory to the Lessor. The policy shall
name the
Lessor and Lessor's mortgagee as an additional insureds.
SECTION 2.4 DEVELOPIVIENT COSTS AND DISBURSEMENT PROCEDURES
Lessee shall be responsible for the payment of the costs for the Exterior
Elevations, the Working
Plans, and all costs to complete the Project, including but not limited
to all on site improvements,
construction of the Building, Lessee inishes, inclusive of seats,
projection, sound,
concession equipment, curtains, wall coverings, carpet, signage, and
other typical components of
a theater (the "Development Costs"). Lessor shall provide a construction
allowance to pay for the
actual Development Costs incurred by Lessee up to a maximum of
$7,500,000.00 (the "Building
Allowance"). Lessor shall disburse the Building Allowance as follows:
Advances shall be made based on draw requests signed by an authorized
representative of Lessee in a form approved by Lessor. Each draw request
for
construction costs shall be set forth on AIA Forms G702 and G703 or
another form
approved by Lessor, and shall be reviewed by the Construction Consultant,
signed by the
Contractor and approved by the Project Architect. Draw requests for
construction costs
shall show the percentage of completion of construction and shall set
forth in trade
breakdown form and in such detail as may be required by Lessor the
amounts expended
and/or costs incurred for work done and materials incorporated in the
Project. Retainage
will be withheld and released in accordance with the terms of the
contract. Each draw
request shall be supported by such infomation and documentation (such as
paid receipts,
invoices, statements of accounts, lien releases, etc.) as Lessor may
require to assure that
amounts requested are to be used to reimburse Lessee for costs previously
paid by Lessee
or to pay costs incurred by Lessee that are to be paid from the Building
Allowance, as set

(.
forth in the Project budget. Lessor may fund the amount ofthe request
directly to Lessee
or, at Lessor's election, fund construction costs directly to the
Contractor or jointly to
Lessee and the Contractor.
Upon completion ofthe construction ofthe Project, the Lessee must fumish
Lessor with a
certiticate of completion executed by the Project Architect and/or
Project Engineer,
Lessee and the Contractor evidencing that the Project has been completed
in accordance
with the plans and specifications for the Project as approved by Lessor.
This certificate
must be furnished to and approved by the Lessor prior to final
disbursement of the
Building Allowance.
APPROVALS ,Lessee acknowledges that anything requiring the
approval of or consent from Lessor may also require the approval of or
consent from Lessor's
mortgagee. When the mortgagee's approval or consent is required, Lessor
shall
request approval of or consent from the mortgagee of submissions made by
Lessee and
acceptable to Lessor. Once approved or consented to, such items may not
bgnindified without
agam> nd its mongagee. If
any submission is not approved by Lessor or its mortgagee, Lessor shall
notify Lessee
of the reasons for disapproval, Lessee shall make appropriate
modifications, and Lessee shall
resubmit for approval or consent. 7 A
SECTION 2.6 FAILURE TO SUBMIT PLANS OR PERFORM WORK
Lessee shall be solely responsible for any interest, penalties or other
costs incurred by Lessor that
result from Lessee's failure to make timely submittals of any plans
and/or specifications or
delays in submitting or supplying infomation or giving authorization in
perfomiing or
completin work.
SECTION 2.7 OWNERSHIP OF IMPROVEMENTS The ownership and right to
possession of all improvements and alterations shall be governed by
Section 1.13.
SECTION 2.8 CONSTRUCTION REMEDIES In the event construction of
the Project is abandoned or discontinued for more than ten (10)
consecutive days, or (ii)
delayed to the point that the projected completion date is thirty (30)
days or more beyond the
date set forth in the Project Schedule, but ineither case not as a result
of Force Majeure, or if an
Event of Default by Lessee has occurred under this Lease, Lessor may, but
shall not be obligated
to, exercise its rights under one or more of the contract assignments,
resume or continue the
design and construction of fthe Project, and fund any Development Costs
incurred from any
undisbursed portion of the Building Allowance. The foregoing remedy shall
be in addition to
any other remedies set forth in this Lease or allowed at law or equity.
SECTION 2.9 ACCEPTANCE Upon notification by Lessee of substantial
completion
of the Project, Lessor shall have fifteen (15) business days to inspect
the Premises ("Lessor
Inspection"). If Lessor finds that the construction does not
substantially meet the requirements
as outlined in the approved construction documents, within such fifteen
(15) business days,


Lessor shall submit to Lessee in writing a list of all reasonably
necessary changes or additions to
the Premises, reasonably necessary to substantially meet the requirements
of the construction
documents (the "Lessor Objections"). Lessee shall have twenty (20) days
to rectify the Lessor
Objections, notwithstanding that Lessee shall have reasonable additional
time to rectify any
Lessor Objections which cannot reasonably be completed within such twenty
(20) day period
provided that Lessee commences to rectify the Lessor Objections during
such period and
diligently pursues completion. "Acceptance" shall mean for purposes of
this Lease either: if
there are no Lessor Objections, then on the day following the Lessor
Inspection; or (ii) if there
are Lessor Objections, then on the date that Lessor notifies Lessee in
writing that all Lessor
Objections have been rectified. The Commencement Date of the Tenn shall
be the earlier of
ninety (90) days after the date of Acceptance, or (ii) fifteen (15)
months following issuance of
the Work Permits, whether or not the Project has been completed.
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the
dawg* )i
IIS C113 OVS.
LESSOR:
1900 MAIN ASSOCIATES, L.C.,
a Virginia limited liability company
By: OBICI PLACE INVESTORS, L.C.,
a Virginia limited liability company,
its Managing Member
By.
Ant Smith, Manager
LESSEE:
THE SUFFOLKTH TER COMPANY, INC.,
a Virginia co a

By:    A
Titlet


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EXHIBIT
SURVEY REQUIREMENTS
The sun/ey of the Land shall be prepared by a duly licensed land surveyor
in the
jurisdiction where the Land is located. The Survey shall be an ALTA Class
A survey and shall:
Set forth an accurate metes and bounds description which shall contain
the
number of square feet (gross and net) contained in the Land including
buildings;
Locate all existing easements, utilities (setting forth book and page
number of the
recorded instruments creating same), alleys, streets and roads and
nearest 'intersecting streets;
(C) Show any encroachment upon the Land, setback, height, bulk
restrictions of
record or disclosed by applicable zoning or building codes. If none, so
state;
Show all existing improvements (such as buildings, power lines, fences,
etc);
ITI suc
access is paved to the property line ofthe Land;
Show which portionsiof the Land, if any, are within any area determined
bythe
Department of Housing and Urban Development to be flood prone under the
Federal Flood
Protection Act of l973;
Show parking area and, if striped, the striping and number of parking
spaces
(summarize total);
Showing zoning-classification of Land;
Show parking capacity required by applicable zoning on building codes;
and
Contain a certification addressed to Lessor, Lessee, and Lessor's Lender
to the
Title Company, signed by the surveyor, bearing current date, registration
number and seal, and
being in the following form:
"The undersigned hereby certines to Virginia Theater Company, lnc.,
("Lessee"),
("Lessor") and Title
Company that this Survey was made on the ground as per the field notes
shown hereon
and correctly shows the boundary lines and dimensions and area of the
land indicated
hereon and each individual parcel thereon indicated hereon, (ii)
correctly shows the
location of all buildings, structures and other improvements and visible
items on the
subject real property and correctly shows location and dimensions of all
drives and
parking spaces, alley, streets, roads, rights-of-way, easements and other
matters of record
of which the undersigned has been advised affecting the subject real
property according
to the legal description in such easements and other matters; and, except
as shown, there


are no visible easements, rights-of-way, party walls or conflicts, there
are no visible
encroachxnents on the adjoining premises; streets, or alleys and there
are no visible
encroachments on the subject real property by buildings, structures or
other
improvements situated on the adjoining premises; and the distance from
the nearest
intersecting street and road is as shown hereon."


EXHIBIT
GUARANTY QT LEASE
THIS GUARANTY OF LEASE made as of the 30th of March, 2007 by AMERICAN
SCREEN WORKS, INC., a Georgia corporation ("Guarantor"), to 1900 MAIN
ASSOCIATES, L.C., a Virginia limited liability company ("Lessor").
In consideration of and to induce the execution and delivery of that
certain lease dated as
of March 30, 2007 (the "Lease"), between Lesser and The Suffolk Theater
Company, Inc., a
Virginia corporation ("Lessee"), for a certain premises (the "Premises")
as more particularly
described in the Lease, Guarantor hereby agrees as follows:
l. Guarantor unconditionally guaranties to Lessor the full and punctual
payment of
all rents and other sums payable by Lessee under the Lease, and the tull
and punctual
performance and observance of all tenns, covenants and conditions on the
part of Lessee to be

further agrees to indemnify and hold Lessor harmless for any loss,
liability, damage or expense
(including reasonable attorneys' fees) arising from the failure of Lessee
to perform any of the
Lessee Obligations and/or the enforcement of this Guaranty. Upon Lessee's
default under the
Lease, Guarantor shall pay or perform the Lessee Obligations so in
default, as applicable.
Notwithstanding the foregoing, Guarantor's liability to pay the Lessee
Obligations shall not
exceed the aggregate Base Rent, as defined in the Lease, payable
by`Lessee over the Lease term,
with such liability limit reduced dollar-for-dollar by every payment of
Base Rent or Percentage
Rent, as defined in the Lease, actually paid by Lessee to Lessor,
2. Lessor shall not be required to pursue any remedies that it may have
against
Lessee or pursue other security or other parties as a condition to the
enforcement of this
Guaranty, it being intended that Guarantor's obligations hereunder shall
be independent oti and
in addition to, the Lessee Obligations, It is understood and agreed that
Guarantor may be joined
in any action against Lessee and that recovery may be had against
Guarantor in such action, or in
any independent action against, Guarantor, without Lessor pursuing or
exhausting any remedy or
claim against Lessee. This Guaranty shall not in any way be affected or
impaired by reason of
Lessor asserting against Lessee any rights or remedies reserved to the
Lessor pursuant to the
Lease, or available at law or in equity.
3. Guarantor waives notice of any breach or default by Lessee under the
Lease,
notice of acceptance of this Guaranty and all suretyship defenses
generally. The foregoing
provisions shall apply without limitation to Lessor's waiver of or
failure to enforce any Lessee
Obligations and/or Lessor's granting extensions of time of performance to
Lessee.
4. This Guaranty shall be absolute and continuing. The obligations and
liability of
Guaranty shall not be discharged, released, affected or impaired by:

rf

Bankruptcy, insolvency, reorganization, liquidation, dissolution, winding
up or other proceedings affecting Lessee, or the disaftinnance or
rejection of the Lease in such
proceedings, regardless of whether any or all of the foregoing is or are
done or made with or
without the consent of Guarantor or Lessor;

Any modification, amendment or other alteration of the Lease; any
renewal or extension of the Lease; any assignment of the Lease; or any
sublease of all or a
portion of the Premises; and Guarantor consents to any and all of the
foregoing;
Ol'
The cessation from any cause whatsoever of the liability of Lessee under
the Lease.
The obligations and liability of Guarantor under this Guaranty shall
continue in effect
until all Lessee Obligations accruing during the original stated lease
temi (or if any renewal

have been fully paid and satisfied. This Guaranty shall also apply to any
holdover period
subsequent to the expiration of such term in effect.
5. Until all Lessee Obligations are fully satisfied and discharged,
Guarantor shall
have no right of subrogation against Lessee by reason of Guarantor's
performance hereunder,
waives any iight to enforce any remedy which Guarantor now has or may
have against
Lessee by reason of Guarantor's performance hereunder, and (0)
subordinates any liability or
indebtedness of Lessee now or hereafter held by or owed to Guarantor to
the Lessee Obligations.
6. In the event that this Guaranty shall be held ineffective or
unenforceable by any
court of competent jurisdiction, Guarantor shall be deemed to be a Lessee
under the Lease with
the same force and effect as if Guarantor were expressly named as a joint
Lessee with Lessee,
7. This Guaranty may not be modified, discharged or terminated except by
an
agreement in writing signed by Guarantor and Lessor.
8. This Guaranty shall bind Guarantor and the heirs, personal
representatives,
successors and assigns of Guarantor. This Guaranty may be freely
assigned, transferred or
hypothecated by Lessor and shall run in favor and inure to the benefit of
Lessor, its successors
and assigns, and each subsequent holder of Lessor's interest under the
Lease. References to the
term "Lessee" shall be deemed to include Lessee's heirs, personal
representatives, successors and
assigns.
9. This Guaranty shall be govemed and construed in accordance with the
law of the
Commonwealth of Virginia. Guarantor agrees to be subject to the
jurisdiction of the courts of
such state, to accept service of process in any action brought in such
state, and to waive any


objection to personal jurisdiction in such action. Guarantor waives all
rights to a trial by jury in
any action related to this Guaranty.
IO, The person executing this Guaranty on behalf of Guarantor hereby
warrants that
Guarantor is a duly constituted corporation qualiried to do business and
in good standing in
the state in which the Premises is located; (ii) such corporation has the
right and authority to
enter into this Guaranty, and the person signing this Guaranty on behalf
of the Guarantor
has been duly authorized by the board of directors of Guarantor to
execute and deliver this
Guaranty on behalf of the corporation and that no other signatures are
necessary.
WITNESS the following signature as of the day and year first above
written.
GUARANTOR:
AMERICAN SCREEN WORKS, INC.,
a Georgia corporation

Its:


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I
GUARAN TY QE LEASE
THIS GUARANTY OF LEASE made as of the 30th of March, 2007 by AMERICAN
SCREEN VVORKS, INC., a Georgia corporation ("Guarantor"), to 1900 MAIN
ASSOCIATES, L.C., a Virginia limited liability company ("Lessor").
In consideration of and to induce the execution and delivery of that
certain lease dated as
of March 30, 2007 (the "Lease"), between Lessor and The Suffolk Theater
Company, Inc., a
Virginia corporation ("Lessee"), for a certain premises (the "Premises")
as more particularly
described in the Lease, Guarantor hereby agrees as follows:
l. Guarantor unconditionally guaranties to Lessor the fiillwand
punctualpayment of
all rents and other sums payable by Lessee under the Lease, and the full
and punctual
perfonnance and observance of all terms, covenants and conditions on the
part of Lessee to be
performed and observed under the Lease (collectively the "Lessee
Obligations"). Guarantor
further agrees to indemnify and hold Lessor harmless for any loss,
liability, damage or expense
  6mlming1camnamEURaW%" failure of
Lessee Obligations and/or the enforcement of this Guaranty. Upon Lessee's
default under the
Lease, Guarantor shall pay or perform the Lwsee Obligations so in
default, as applicable.
Notwithstanding the foregoing, Guarantor's liability to pay the Lessee
Obligations shall not
exceed the aggregate Base Rent, as defined in the Lease, payable by
Lessee over the Lease term,
with such liability limit reduced dollar-for~dollar by every payment of
Base Rent or Percentage
Rent, as defined in the Lease, actually paid by Lessee to Lessor.
2. Lessor shall not be required to pursue any remedies that it may have
against
Lessee or pursue other security or other parties as a condition to the
enforcement of this
Guaranty, it being intended that Guarantor's obligations hereunder shall
be independent of and
in addition to, the Lessee Obligations. It is understood and agreed that
Guarantor may be joined
in any action against Lessee and that recovery may be had against
Guarantor in such action, or in
any independent action against Guarantor, without Lessor pursuing or
exhausting any remedy or
claim against Lessee. This Guaranty shall not in any way be affected or
impaired by reason of
Lessor asserting against Lessee any rights or remedies reserved to the
Lessor pursuant to the
Lease, or available at law or in equity.
3. Guarantor waives notice of any breach or default by Lessee under the
Lease,
notice of acceptance of this Guaranty and all suretyship defenses
generally. The foregoing
provisions shall apply without limitation to Lessor's waiver of or
failure to enforce any Lessee
Obligations and/or Lessor's granting extensions of time of performance to
Lessee.
4. This Guaranty shall be absolute and continuing, The obligations and
liability of
Guaranty shall not be discharged, released, affected or impaired by0,55
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ALL
EXHIBIT



proceedings, regardless of whether any or all of the foregoing is or are
done or made with or
without the consent of Guarantor or Lessor;
Ol'
Any modification, amendment or other alteration of the Lease; any
renewal or extension of the Lease; any assignment of the Lease; or any
sublease of all or a
portion of the Premises; and Guarantor consents to any and all of the
foregoing;
Ol'
The cessation from any cause whatsoever of the liability of Lessee under
the Lease.
The obligations and liability of Guarantor under this Guaranty shall
continue in effect
until all Lessee Obligations accruing during the original stated lease
term (or if any renewal
terms have been exercised, until the end of the stated renewal tenn(s))
as set forth in the Lease
have been fully paid and satisfied. This Guaranty shall also apply to any
holdover period

5, Until all Lessee Obligations are fully satisfied and discharged,
Guarantor shall
have no right of subrogation against Lessee by reason of Guarantor's
performance hereunder,
waives any right to enforce any remedy which Guarantor now has or may
hereafter have against
Lessee by reason of Guarantor's performance hereunder, and subordinates
any liability or
indebtedness of Lessee now or hereafter held by or owed to Guarantor to
the Lessee Obligations.
6. In the event that this Guaranty shall be held ineffective or
unenforceable by any
court of competent jurisdiction, Guarantor shall be deemed to be a Lessee
under the Lease with
the same force and effect as if Guarantor were expressly named as a joint
Lessee with Lessee.
7. This Guaranty may not be modified, discharged or terminated except by
an
agreement in writing signed by Guarantor and Lessor.
8. This Guaranty shall bind Guarantor and the heirs, personal
representatives,
successors and assigns of Guarantor. This Guaranty may be freely
assigned, transferred or
hypothecated by Lessor and shall run in favor and inure to the benefit of
Lessor, its successors
and assigns, and each subsequent holder of Lessor's interest under the
Lease. References to the
term "Lessee" shall be deemed to include Lessee's heirs, personal
representatives, successors and
assigns.
9. This Guaranty shall be governed and construed in accordance with the
law of the
Commonwealth of Virginia. Guarantor agrees to be subject to the
jurisdiction of the courts of
such state, to accept service of process in any action brought in such
state, and to waive any
objection to personal jurisdiction in such action. Guarantor waives all
rights to a trial by jury in
any action related to this Guaranty.

I

IO. The person executing this Guaranty on behalf of Guarantor hereby
warrants that
Guarantor is a duly constituted corporation qualified to do business and
in good standing in
the state in which the Premises is located; (ii) such corporation has the
right and authority to
enter into this Guaranty, and the person signing this Guaranty on behalf
of the Guarantor
has been duly authorized by the board of directors of Guarantor to
execute and deliver this
Guaranty on behalf of the corporation and that no other signatures are
necessary.
WITNESS the following signature as of the day and year first above
written.
GUARANTOR:
AMERICAN SCREEN WORKS, INC.,
a Georgia corporation
By:
Its; ff//r ff igzcur


WEU 14251 FAA I
5 .
Abstract From The Judgment Roll
Office Of The Circuit Clerk
Lafayette County, Mississippi
Case/Lien Number: Account Number:
Defendant(B) Names(s): OXFORD THEATER COMPANY INC
Address of Defendant(s):
Attorney(s) for Defendant(s):
Address of Defendant(s) Attorney:
Defendant(s) Names(s): AMERICAN SCREEN WORKS INC
Address of Defendant(s):
Attorney(s) for Defendant(s):
Address of Defendant(s) Attorney:
Defendant(s) Names(s): COLE OT OXFORD MS LP
Address of Defendant(s):
Defendant(s): CHAD HAM ONS
Address of Defendant(s) Attorney:

450, 533 . 93
Attorney Fee
Wh.iCh Rendered: LAFAYETTE CO CIRCUIT COURT
County and Court in
o4426lQoo7
09:55 AM
When and How Satisfied:
Date Of Enrollment:
Time Of Enrollment:
State Of Mississippi
county Of Lafayette
I, Mary Alice Busby, Clerk of the circuit Court in and
for said County and State, do hereby certify that the above
is a true and correct abstract of the judgment in the above
mentioned action as it appears of record in my office, as of
Electronic Judgment Roll File Number 15410.
Given under my hand and seal of office, this the 2nd
day of May, 2007.
Mary Alice Busby, Circuit Clerk

Date of Rendition:
Amount Of Judgment:
25,000.00



mmeummw




I



#fm
PNMT
1 I 7
Q. L2 MAKE RETURN
it Court
Suffolk Circu
Civil Division
0 Main Street
15 .
Suffolk, VA 23434
Proof Of Service
Virginia:
In the Suffolk Circuit Court
Case number:
Service number: 002
Service filed:
Judge:
Served by: SPECIAL PROCESS SERVER
Style Of Case: ROBINSON DEVELOPMENT GROUP INC VS AMERICAN SCREEN WORKS
INC

REGISTERED AGENT WILCOX SAVAGE
125 GOVERNOR LANE ONE COMMERCIAL DRIVE
TEMPLE, GA 30179 NORFOLK, VA 23510
Instructions:
hereon, showing service of Summons issued Friday, May 25,
May 25, 2007 attached.
Returns shall be made
2007 with a copy of the Complaint filed Friday,
Date issued
For Sheriff Use Only
Friday, May 25, 2007
FILED THIS AY OF
CITY OF UFFOLK
TESTE: W. A OLPH uw comm,
1 CARTER CLERK
DC,


PROOF OF SERVICE
(Process Server)
SONYA WHITE AMARICAN SCREEN WORKS, INC.
I, the undersigned process server, served the Summons upon the person or
entity
named above in the Manner set forth below:




FIRST CLASS MAIL AND ACKNOVVLEDIVIENT SERVICE
By Mailing (by First Class Mail, postage prepaid)on the date stated in
the notice,
copies to the person served, together with copies of the form of notice
and
acknowledgement and return envelope, postage prepaid, addressed to the
sender
(Attach completed acknowledgment of receipt pursuant to form lB)_
PERSONAL SERVICE
I Personally Delivered Copies to Sonya White, the registered agent for
American
ScreenfWorks, Inc., by delivering a copy of the summons and complaint to
her
residence, and personally delivering service to one Sonya White at her
residence,
on the day of June, 2007, where I found said person in Carroll County
ofthe
State of Georgia.
RESIDENCE SERVICE
After exercising reasonable diligence, I was unable to deliver copies to
said
person within County, . I
served the Summons and on the day of
200_, at the usual place of abode of said person by leaving
a true copy ofthe Summons and with who
is the a member ofthe family ofthe person served
above the age of sixteen years and willing to receive the summons and
thereafter
on the day of 200_ I mailed(by First Class Mail, postage
prepaid copies tothe person served at his or her usual place of abode
where the
copies were left.
CERTIFIED MAIL
By mailing to an address in (by First Class Mail, postage
prepaid, restricted delivery, requiring a return receipt) a copy to the
person served.
Attach signed return receipt or other evidence of actual delivery to the
person
served.
Iwas unable to serve Summons and Complaint
At the time of service I was at least I8 years of age and not a arty to
this action. Process
server must list below
Name: 6
Signature:
Address:
 6% ,112
Telephone; QQ -597



VIRGINIA: IN THE CIRCUIT COURT OF THE CITY OF SUFFOLK
ROBINSON DEVELOPMENT GROUP, INC.,
et al.,
Plaintiffs,
V. Civil Case No.
AMERICAN SCREEN WORKS, INC.,
Defendant.
ORDER
THIS DAY came the Plaintiffs, by counsel, and represented to the Court
that the
Defendant has terminated the lease which is the subject of this action
and, accordingly, all
matters at issue in this litigation have been settled; and
IT APPEARING to the Court that this matter has been resolved in its
entirety, it is hereby
DISMISSED WITH PREJUDICE.
ENTER: 07



Circuit dge
WE ASK FOR THIS:


Conrad M. Shumadine (VSB #4325)
WILLCOX SAVAGE,
1800 Bank of America Center
One Commercial Place
Norfolk, VA 23510-2197
(757) 6286500
(757) 628-5566 (fax)
01.11
Counsel for Plaint#

				
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