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CELEBRATE VIRGINIA SOUTH AGREEMENTBY AND BETWEEN

THE CITY OF FREDERICKSBURG, VIRGINIAAND

CELEBRATE VIRGINIA SOUTH, LLC

This Agreement made this 13th day ofSeptember, 2005, byand between the Cityoffredericl&buTg, Virginia, (the "City") and Celebrate Virginia South, LLC (^duth").

WHEREAS, theCity Council, (the "Council") isthe governing body of theCity, anindependent^city of the CommonwealthofVirginiaorganizedunderthe Council/Managerform ofgovernment pursuant to the Code ofVirginia; and

WHERBAS, theCelebrate Vi'r^iraa.-rnixed-use development consists ofowatfomjioiiente.Th.e.CQtnponent to the north consists Ofthe Celebrate Virginia NorthdeyelpjMient locatedm Stafford GbuntyiVirginia, just north of the RappahannockRiver. T3ie-component tothe south consists ofthe Celebrate Virginia South development located in the City andadjacent totfte Central Fark.project also located in the City. This Agreementsets forthcertain tettnswhfenprovide the Citywith assurances asto the quality ofthedevelopmentofSoufli's-property in the Celebrate Virginia South CommtinityDevelopmentAutfiorityDiatrtci, asmore |jartlculaply defined in Council. Resolution 05- Yf-tibA "Districr)while-st& j^vidhig.South flexibility to meetmarket changes; and

WHEREAS, South;has petitioned the Councilto authorize the Celebrate Virginia SouthC^Hmmnify Pevejfogment Authority (the "Authority") to sell bonds to finaneeroads,utifities^..aBrlo1her infrastructure (collectively the wfoipr<NementsM) within the District;and

WHEREAS, the viston.fijrthe District is that it will offer a combination rfenj^inment,diningy shopping and recreation opportunities in a pedestrian-fHendly environment thatwifiappeal to-vishots from avariety of overlapping markets and from outside thelocalmarket; and

WHEREAS, to vision jbr the District includes eco-fourism amenities, a gondola lift overthe RappahamaoclcRiver, a conference center, hotels, and otherrecreational andscenicattractions; A major theme for the District is to celebrate the historicand sceniccharacterof FredericJ<^.t^«irlthe Commonwealth ofVirginia, with an eye towajtfjnalriiig_theDistrict a special destination fortourists rather than to simply duplicate similarestablishments already located b the Fredericksburg and surrounoing market;and

WHEREAS^ toDiSfeict is adjacent to the siteof the proposed United StatesNationalSlavery Museum; and

WHEREAS, the-visfoTl fortheDisfriotis based upon the desires and intentions oftheparties hereto as ofthe date ofthisAgreement and the parties spEciScaily acknowledge

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thatalthough the vision expressed by these preliminaryclausesis accurate as ofthe 'present time, thatonly the portionsof this Agreementin which the parties Specificallyagree can be enforceafote; and

WHEREAS, the Council haspassed Resolutions 00-82, 05-10 and OS-fl^ related toSouth'* real property located within the District; and

WHEREAS, as acondition to Resolution 05- %*J', the Council has.requiredthat the Cityand South enter into this. Agreement; and

WHEREAS, the City and South mutually desireto enterinto this Agreement with respecttoGertain matters regardtirig South*'s real property located in the District; and

WHEREAS, to parcels pf real property covered by. this Agreement include those parcelsshownon Exhibit A attached heretoandincorporated by referenceherein (collectively,the^Parcels'* and, md^dually, the ^Parcel"); and

WHEREAS* tore are other paresis ofreal property in the District which arenot ownedby South and thoseparcels areoutsidethe scope ofthis Agreement.

NOW, THEREFORE, toCity and Southagree as follows:

1, Until, the. eariiex ol: (ij OOmpletiort of the construction ofto Improvements or(iijDecember 31>£Q09, South agrees ta provide"to theCityan.t$dated developmentplan fer its Parcels into District twice annually (February t andAugust1J4 ata. scileofhotlesS than mefi) inch,to two hundred (2$0) feet, and cpntairring:

a. Gurrerjt ownership, acreage, and boundary information;b. An environmental analysis of the proposed siteto include the100-year

ftctfa^ain, slopes in excess oftwenty (20) percent resource protectftfli area's,arid existingtree- coyer;

c. Erisung and proposed sitetopography with amajtimum contour interval offiyeC5)feel5

d. Existing and proposed development infrastructureImprovements including theprimary toad network, regional stormwater management toftfties, watermairiSy and: sanitary sewertrunk Iiness force mains.and pump-stations;

e. Ejdst&igbuiMillgs, accessroads and pafkihg areas;f. Proposed buildings, accessroads, andparking areas for- all sites in whteh.asite

plan-has-been^ submitted to to'City for review*g. Pedestrian accessplan;h. Description ofpotential land uses tor undeveloped land areas; andl Enviroiiniejrttal.proteqtic^areas, cultural resources, proposed development

Buffers and preservation areas..

The development plan sliallbe submittedto the City for rnfbrmatlonal and jcfisfiUssioti,purposes only arfd ishot subject to Cityapproval.

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2. Oh or before January 31,2006, South shall record a restrictive covenant on theParcels providingthat for a period of fifty (50) years from the date ofthis Agreement,the following uses shall not be permitted on the Parcels:

a. Auto rental except those limited to Vehicles no more than three years old andin good condition;

b. .Buildings devoted completely to wholesale uses;c. Churches;d. Office warehouses;e. Repair-service establishments;f: Hospitals;g. Privateelementary of secondary schools;h, Adult uses suchas strip clubSj adult book/video stores or similar

"adult entertainment? establishments;l. Civic, social and lodge halls; andj. Obnoxious uses listed in attached Exhibit B.

TJhe-aboverase restrictions shallbe effective onthe dateofexecution ofthis AgreementSouth^hall include the userestrictionsrifany conveyance ofto Parcelsby Southirrtointerim between the execution-date-ofthis Agreement and the date ofrecordationoftherestiictive; covertant.

3. On or before January31,2G06\ South shall record a restrictive covenantonmeParcels which limitme/mnriberofrepair service fcstablishrnents on their Parcelsto notrrjore.-thanone fora-periodof fifty (50) years from to date ofthisAgreements Forpurposes ofthis restriction, repair service establishments shall be defined as;anestablishmentwherein,the primary use is the retail supply anddispensation ofbatteries, tires and motor vehicle accessories, services forminor engine repair,tireservicing, exhaust systems, andbrake, repairs* This restriction shaUnotprdhibit orlirnit s^rvicestations wherein the primary useisto retail supply ofand m'spensationcf gasoilue. atid/of to.$a}e4>fftfep^aged food-products and freshlyrtffepare3:foa«3$for onsjte and/or of&jte conisurnptiori such asaWaWa orSheets. TMs restriction shall,"be affectiveonto date ofexecution of tlits Agreement South shall include -the- userestriction ofany conveyanceofto Parcels by South ih the intefxRi betweentoexecutioxfcdateoftin's AgfeBrrieiit and the date of recordation erfthe restrictivecovenant.

4, South shall set aside sufficient land to construct not less than 5Q0 hotel rooms similarin qualffy to a Hilton Garden Inn, aHomewpod Suites, ora Hampton JnrL Kcqvided,however^ inthe event o£acatastrophe in to hotelmarket suchasto oneexperiencedsubse<5uent,to toternrostattacks ofSeptember 11*2001, this requiremeut^shali besuspended for to duration of the resulting downturn in thetourism/hotel market.South hereby iderrtifies aj^mximately U .25 acres c^lauticurrently.represented byParcels 312^A-1QT60,315-^A-?5 (portion) and 312-A-5A as parcels upcm" which suchhotel rooms shall be constructed. Provided^ however, Spirth.reMnstherightto

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substitute other District land for such use in the event market conditions or

development plans dictate that a substitution is necessary or desirable.

5. South shall submit a "Way Finding Plan" to the City no later than October 1, 2005 forreview and approval. Within ninety (90) days of the City's adoption of a WayFinding Plan for tlie City which coordinates with South's approved Way FindingPlan, South shall deliver thesum of One HundredThousand Dollars (SI 00,000) to dieCity to be used to fund the City's Way Finding Plan.

6. South shall fund $1,000,000 toward widening Fall Hill Avenue along the frontage ofthe District contingent upon (i) tlie City's creation of a service district, or otherfinancing mechanism to pay for such widening; and (ii) the City issuing a Notice toProceed to a contractor for the construction of the widening on or before July 31,2010. The $1,000,000 payment, which shall be in addition to any service districtassessment imposed on the parcels, will be due within 60 days of an invoice deliveredto South at 1201 Central Park Boulevard, Fredericksburg, VA 22401) by the City,The City agrees to give South at least 90 days notice that the invoice will beissued.

7. South will dedicate up to 60' of right-of-way along Fall Hill Avenue along flie:frontage of the Parcels from Interstate 95 to Carl D. Silver Parkway to accommodatethe widening of Fall Hill Avenue to a 4-lane divided roadway with total right-of-waywidth of 120'. Both parties acknowledge that the final right-of-way disposition willbe subject to" to final approved design of the Fall Hill Avenue widening.Notwithstanding any other provision in this Agreement to tlie contrary, the obligationto dedicate rightof-way along Fall Hill Avenue shall be binding on any successorowners of the Parcels.

8. South, at its own expense, shall construct a street side buffer along the Fall Hill.Avenue frontage of the Parcels from Interstate 95 to Carl D. Silver Parkway-. Thestreet side buffer shall measure 50' in width from the back of tlie future Fall HillAvenue right-of-way as described in Paragraph 7, and shall consist of landscaped andirrigated berms. Such street side buffer will be completed on a date consistent with-the completion of construction on tlie widening ofFall Hill Avenue.

9. South shall pay for one-half (1/2) of the cost of construction (including design^engineering, bidding, construction administration, construction and utility relocation)of a traffic signal to be installed in the intersection of Fall Hill Avenue andHospitality Drive. Payment will be due no later than 60 days from the date the Cityinvoices South at the address cited in Paragraph 6, above. The obligation under thisparagraph shall be binding upon South, regardless of future conveyance of theParcels.

10.South shall execute and record a restrictive covenant by December 31, 2005 ensuringthat buildings within tlie Parcels shall not be visible to tlie naked eye from theRappahannock River frontage ofTax Parcel 312-A-PB regardless of season. WithinTax Parcel 312-A-Pl, where buildings cannot be hidden by existing topographical

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features and/or^vegetation, supplemental berms may be constructed and indigenousvegetation installed to screen buildings from view. This covenant shall not apply tothe apparatus needed to Operate the gondola, which is contemplated for the District.

11. Coinciding with the full execution ofthis Agreement, tlie partiesagree to amendSection 2 ofto Deed ofLease dated July 10,, 2002 to extend the deadline-forconstruction and operation ofa cable gondola system to July 10,2009. The form ofsuch amendment is attached hereto as Exhibit C.

12. South agrees to to following architectural standards with respectto the Parcels andSouth shall include these standards inthe propertyowners.association documentsgoverning to Parcels in. order tomake these covenants thatrun withtoParcels:

a. All rooftop HVAC equipment, and HVAC equipment on the ground adjacentto any building, shall be screened from itiew from public streets;

b. Rear doors, not for public use, shall be.painted in a color to match to buildingfield color All downspouts shall be paintedto matcli field color. All.meters,utilityboxes,etc. overthree (3) feet above grade shallbe screened;

c. All trash containers shall be screenedon three sides with a masonry wall ofthe same color and texture as the main"buildings and shall be at least asiiighasthe enclosed dumpster, utilityboxes ortrashreceptacles; 'and

cL No exposed metal facades, similar to thoseusedon Butler-style bujldings,Shall be visible front piibtic streets.

e> Car washbay doors shall he screefled:fcom view from the publicright-of-wayto theextent practical.

t Repair service establishmentsand.carwashs shall screenbay doors frdm viewfiOm to publicnght-of-Waytothe extent-practical.

•South acknowledges that the Cityshall have the authority to deny adevelopmentapplication thatisinconsistent with these arphrtectural standards.

XX tliefoliOAwmg pedestrian^orienteddesign standards shall be implemented,witiun theParcels arid connecting parcelsthroughout the District:

a. Unless otherwise financed orexmstractedby toAuthority, South shallconstruct, at its own expense., sidewalks alongone side ofprimarytravellanesarid connectihg adjacent uses intoDistrict. Tlie installation of suchsidewalksand crosswalksshall coincidewith the developmentofthe pjarcels,

b. Crosswalks shall be installed where practical and shall consist ofbrick,stamped concretei or better,.sttbjeet to Gityapproval, whichshall not beunreasonably withheld or delayed.

c. Landscaped buffers will be createdto separate parkinglots andmqtorvehicleways from pedestrian areas.

d. Pedestrianareasand areasaround buildings should be landscapedwith .trees,shrubs, and otherplanting materialsto create an attractive,enviroriment:

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e. Landscaping,building awnings, and street furniture shall be providedto offerrelief from sun, wind, and rain, and provide places to rest.

f. Parking lots shallprovide landscaped medians, curbing, and treesto interruptlarge expanses ofasphalt.

g. Pedestrians shallnot be. required to crossany streetof morethan3 lanes inwidth. Pedestrianstreet crossingsof greater than 3 laiies will be constructedwith a planted median stripto provide a safe:haven for pedestrians'to cross.

h. The developmentWill direct vehicular and pedestriantraffic with an Integratedway finding system that meets the directional and information needs ofbothgroups.

14, South shall provide to.to City a PhaseIA Archaeological Assessment ofthe Districtthat identifies cultural resources within the District no later than December 3-.1,2005,Prior to developinga sitethat impacts a resource identified in aPhase IA survey,South shall perform; a Phase1 Archaeological Assessment Ofthevxesource inaccordance with Virginia. Department ofHistoric Resources.(VDHiJ.) guiclslmesv IfthePhase I recoxomeriris further study oftheresource, South shall either: (?) acljust itsdevelopment plan toavoid the resource or (it) proceed withadditional studies anddatacollection in accordance-with VDHR guidelines. Ifto Phase I does riotrecommend fiirtor studyi development ofthe parcel may proceed Wj&cM furtherdata collectionor preservation. Southshallprovide copies ofsuch PhaseIreports tothe City Plarnung Departmentandconsultwith the City prior to proceeding with thesteps outitod af>o*e. South acknowledges thattheCity shall have the authoritytodeny adeveTopinent^ppfipation thatris inconsistent/with to reouirements ofifcls:Paragraph 14.

15-Unless otherwise financed or constructed by the Authority, South shall constructtrails, at ris own expense, within the Parcels, to connectto to City Trail Systeraim.cases whereto Cit$ Trail 'System has beenextended to the Development Trails thaiare. outside ofenvironmentally sensitive areas shall be consfruoted in accordancewithCity standards and shallbe dedicated to theCity for public use: South shall includethis as a covenant,Wruejywill run with to Parcels in the property ownersassociatlcndocuments.

16.South shallarrange forthe property, owners association to be.fbrmedfor the Districttojpfovidefox'an aiinual.c6ntribution to the City.. The City agrees to irrvoice, theassociation begmningJanuary 1,2006 in the amountof$25,000 and the payment willbe duewithin 15days from die date of the invoice. This fee shallBeadjusted upwardby $750each subsequentyearup to a maximum of250,000. The.feeiS'intendedtoreimburse to City for the expansion tffFRED service toto District, "Way r?ihdtng'Sighs, marketing efforts, right-of-way irrigation, police^ fire and rescue servjceSjbutto funds shall not be restricted fox such use.

17,: Sitedesign shall jmplerneht low impact development tecrmiques and,distributivestormwater management practices to tlieextentpractical to minimize to impactof

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thedevelopment on to environment. Southagrees to include theserequirementswith respect to the Parcels in the property owners association documents.

18. South shall arrangefor the propertyowners association documents to provide thatSouth, its successors and assigns, shall dedicate rights-of-way on tlie Parcels forprimary road network, water and sewer(including pump station facilities) to City.The construction anddedication of these rights-of-way shall be compieted.no laterthan March 31,2007. The City is underno obligation to accept the facilities by thisdate. Upon the dedication and acceptance of righr-of-'way, theCitywill supply wafernecessary for irrigation ofvegetation therein up to a m^imum of$10,000 per yearfor five years. South, its successors andassigns, shall retaiiithe rights to Otherwiselandscape and maintain such areas.

19. In conjunction with South's submissionof a Way Finding Plan underParagraph 5 ofthis Agreement* South shall submit and the City1 shall process a PD-C ZoningOrdinance text amendment to allow:

a. Site directional signs within tht public right-of-way, providing, directionalinformation for attractions andusers within the PD^C and any adjacent FP-Cdistrict aswell asdowntown Frederielcsriiiri* arid interstate 95;

b. Banner.signs* changeable fabric or vinyl signs within the public right-of-wayarmouncjrig;evenfi within the PDrC. district, and-downtown Fredericksbwgaftdicteniti^in^.tod^rentsections orZones-ofthePD-C district; and

c. Modifications to the PD-C district sign ordinance to allow for a unified signplanto to overall PD-C district.

20. South agrees to assist to City in tlie establisiifneiit of4service district or otherfinancing mechanismto fund landscaping andcorridor enhancements along theRoute 3 GprridoT ffcpiri Gateway Bouleyard to Carl Dk Stiver Parkway provided thatto service m'stncti'se^ablished within thirty-six (36) months ofto date of thisagreement. South agreesto also provide projectmanagement and oversightoftheproject ifand whena.Route 3 service district is created.

21. South shall convey title to a 1.5-acre parcel within the District, te identified OnExhibit D, to the City, for the purpose of allowing the. City to ihstall apuljlie isaferysubstation for either fire, rescue orsecurityservices. The parcel shall be conveyed totheCityfree, and clear ofany and all liens and assessments. South agrees to initiatethesubdivision process for to parcel within thirty (30) days of Council's approval ofthe Authority's Petition.For RatiScatiiwi, Amendment and Restatement oftheAuthority. South agreesto dedicate the laudto to City no laterthan 90 days aftertosubdivision approval ofto Parcel by the City. Tlie City shallhave sixty (60)daysfrom to initial submittal ofthe subdivision platby South to conductdue diligence-investigations oftheparcel. Should to City find theparcel to beunsuitable duringthedue diligence period^ South shall havethe option Of(i) correcting thedefectot(li)providinganacceptable substitute parcel. Once dedicated, to Cityagrees that touse ofto land shall be limited to ruunicipal uses only and.shall revert to South ifto

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City does not constructand operate a publicsafety substation on.the sitewithin ten(10) years ofthe date of this Agreement South shall extend public Water and sewerlines to the boundary ofthe parcel at no cost to the City. Water and sewer lines shallbeofan adequate size to servethe intended publicsafetyservicestation, South shallprovide anofisite stormwatermanagement facility to serve-the parcel and shallextend to theboundary ofthe parcel astorm sewer system ofanadequate sizetoServe the station at no cost to to City. South shall construct the utilities andstormwater facility described aboveno later than December31,2006.

22> By December 31,2005, South shall convey to tlie City approximately sixty (60) acresof land, identified in ExhibitB of to Deedof Lease by and between theCity ofFredericksburg and Celebrate Virginia South, LLC, dated July 10,2002 at no costtoto City.

23. Unless otherwise providedby the Authority or the property owners association* Southshall install and make available communications infrastructure equal to a Wi-Fiwireless internetservice forthe Development

24. If anypartofthis Agreementisheldto he illegal orunenforceable by a courtofcompetent jurisdiction, theremainder ofthis Agreement shall he given effectto tofullest extent possible.

.25. Failure by aparty to hisist upon to strict performance ofany ofthe provisions ofthigAgreement byto. other parry, or the raihire byaparty to exercise its rights upon, todefault of the otorpartyj shall not constitute awaiver ofsuchparty's rights to insistanddemand strict compliance by the Other party with the terms- ofthis Agreementthereafter.

26. Otherthan agreementsherein whichwill make the provisions-covenants running; withthetend withrespect to-the Parcels, nothing inthis A^eerrient; expressed orimplied^is intendedto or shallbe construed to conferupon or to give it to any person Or entityother than me parties hereto, their successors and assigns, any rights, remedies orcfarms under orby reason of.this Agreement or any covenants, conditions orstipulationshereof. All covenants,conditions, premisesandagreements in thisAgreement contained byoron behalfofto patties shall be for to soleand.exclusive^benefit of-fhe parties^ theirsuccessorsand assigns. Into eventjihatto Soufhhaveagreedherein to make covenants running with the land, once such land has beeniCJOnVeyedto a thMparty, toCitymay errfOrce suchprovisions against thenewowner(sj oftherespective Parcels (or portions thereof) and South shall no longerheresponsible for sucheoveaartts onto affected Parcels (Orportions.thereof).

2.7. The City shall have the rightto compel Soutii to record tiiprestrictions arid covenantsas. contemplated bytheAgreement through the judicialremedy ofJudicialperformance ifnecessary.

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28. Nothing herein shallbe construedto waive or overrideany provisions of the City>sZoning or Subdivision Ordinance, or Other development regulations.

29. This Agreement maybe. amended from time to time in a manner consistent with theResolutions and applicable law, by all parties(or their successors in interest) or bywritten supplement hereto and executed by tlie parties(or their successorsin interest).

30. This- Agreement is governed underthe laws ofthe Commonwealth ofVirginia.

CELEBRATE VlRGINlA^Oinil, LLCBy Silver CPII, LLC^4ember

Larry D. SilverManaging Member

CnYOF FREDERICKSBURG, VIRGINIA

rMuTritA-ParcelsExhibits - Obnoxious Use ListExhibit C—Amendment .to Deed ofLease

ip L. RodenbergCity Manager

1010/010

EXHIBITS

OBNOXIOUS USES

The following uses are not permitted in or on the Parcels:

1. Any use which emits an obnoxious odor, which can be smelled outside of the offendingParcel.

2. Any operation primarily used as a storagewarehouse operation.

3. Any operationprimarilyused for assembly, manufacturing, distilling, refining orsmelting.

4. Any pawn shop.

5. Any second-hand store except shops dealing with antiques, collectables or historicalitems.

6. Any surplus store, including any store whose primary purpose is the sale of insurancesalvage stock.

7. Any mobile home park or trailer court.

8. Any junkyard or stockyard.

9. Any church or religious center.

10. Any civic or social lodge.

11. Any drug rehab center.

12. Any refuge center.

13. Any abortion clinic or planned parenthood facility.

14. Any industrial warehouse.

15. Any fire sale, tent sale, disaster or liquidation sale (except as permitted in connectionwith a tenant's bankruptcy).

16. Any central laundry.

FRXLIB-369021.1 9/13/05 3:56 PM

v -

17. Any commercial truck sales, leasing, display or repair. Any automobile, RV or othervehicle sales or repair facility, includingtires,batteries or accessories - except aspermitted under the Agreement to which this Exhibit is attached.

18. Any animal raising facility.

19. Any mortuary, crematorium or funeral home.

20. Any massage parlor, except licensed massage therapists.

21. Any adult (pornographic) book store, sex shop or any establishment selling or exhibitingpornographicmaterials or drug-related paraphernalia.

22. Any dumping or disposal of garbage.

23. Any incineration or reduction of garbage.

24. Any bar unless part of a full-service restaurant.

25. Any manufacturer ofexplosives or gunpowder.

26. Any abattoir.

EXHIBIT "C

AMENDMENT TO DEED OF LEASE

TfflS AMENDMENT TO DEED OF LEASE (this "Amendment") ismade this 13thday ofSeptember,2005, by and between CITY OF FREDERICKSBURG. VIRGINIA, amunicipalcorporation (the "Lessor") and CELEBRATE VIRGINIA SOUTH. LLC, a Virginialimited liability company (the "Lessee).

WITNESSETH:

WHEREAS, Lessor and Lessee have previously entered into a certain Deed of Leasedated July 10,2002 (the "Deed ofLease"), where Lessor agreed to lease to Lessee that certainreal property locatedin the City ofFredericksburg, Virginia, togetherwith a reasonable right ofaccess, as further described therein (the "Premises"), pursuant to the terms and conditions setforth in the Deed ofLease.

WHEREAS, the Lessor and Lessee desire to amend the Deed ofLease to extend thedeadline for the construction and operation ofthe cable gondola system, as described therein, allas more particularly set forth below.

NOW THEREFORE, in consideration ofthe foregoing premises, the mutual covenantsset forthherein, and other good and valuable consideration, the receiptand sufficiency ofwhichare herebyacknowledged, the Lessorand Lessee herebyagree as follows:

1. The foregoing recitals are incorporated in this Amendment and made a part hereofby this reference to the same extent as if set forth herein in full.

2. The first sentence of Section 2 ofthe Deed ofLease is hereby deleted in itsentirety and replaced with the following sentence:

The term of this Deed of Lease shall be sixty (60) years, beginning on the dateshown above and ending on the 9th day of July, 2062, except that if the cablegondolasystem described herein is not constructed and operating on the Premiseson or before July 10, 2009, this Deed of Lease shall automatically terminate andbe ofno further force or effect.

3. No other amendments or modifications to the Deed of Lease are made or intendedhereby, and the Deed ofLease, as amendedby this Amendment, is hereby ratified and confirmedby the parties hereto and shall be and remain in full force and effect.

4. This Amendment may be executed in duplicate counterparts, each ofwhichcollectively shall be deemed an original. The parties further agree that the delivery of signedcopies ofthis Amendment by facsimile transmission to the otor party (or its legal counsel) shallconstitute good and valid execution and delivery by the parties for all purposes, and each partywaives any right such party might otherwise have to challenge the validity ofthe execution anddelivery ofthis Amendment by virtue of such facsimile delivery.

FRXLIB-368014.1-JLRHOADS 9/8/05 9:07 AM

5. The City Manager has been authorized to enter into this Deed ofLease pursuantto ResolutionNo. adopted by the City Council ofthe City ofFredericksburg onSeptember 13,2005, asevidencedby the signature ofthe City Manager hereto.

IN WITNESS WHEREOF, the parties heretohave executed this Amendment as ofthelaterdate ofexecution below, which later date shall be inserted into on Page 1 above.

LESSOR:

CELEBRATE VIRGINIA SOUTH, LLC

By: Silver CPII, LLC, its Member

:S/y4^Av- q^^g^Date

,arry D. SilverTitle: Managing Member

LESSEE:

CITY OF FREDERICKSBURG, VIRGINIA

Date: $y»^^l /% ZOO£ ^Name: Phillip L. RodenbergTitle: City Manager

-2-

PREPARED FOR:

arvERCOMPANIES

JULY 20,2005 1" = 200'

CONCEPTUAL EXHIBIT

CITY FIRE STATION PARCEL

CELEBRATE VIRGINIA SOUTH

CITY OF FREDERICKSBURG VIRGINIA

1 INCH

PRIME DESIGN

ENGINEERING, P.C

6225 AUTUMN LEAF DRIVE

FREDERICKSBURG. VA 22407

Tet (540) 785-4303Fax: (540) 785-4329

CCOPVWCHTWOS

200 FEET

pdfENOWEER1NO CONSULTANTS

Exhibit A

I .1 ,lyl8l»lBl»lnl fvajmactiMsaa I p.me | PRIME DESIGN