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EXHIBIT 10.15
ASSIGNMENT AND CONSENT AGREEMENT
STATE OF MISSISSIPPI )
) KNOW ALL PERSONS BY THESE PRESENTS THAT:
COUNTY OF MADISON )
This ASSIGNMENT AND CONSENT AGREEMENT (the "Assignment") is made as of
the 28th day of August, 1996, by and between UNR INDUSTRIES, INC., UNR -
XXXXXXX DIVISION, a Delaware corporation (herein called "Assignor") and XXXXXXX
TUBE COMPANY, INC., a Delaware corporation and wholly owned subsidiary of Chase
Brass Industries, Inc. (herein called "Assignee").
W I T N E S S E T H:
WHEREAS, Assignor has entered into that certain Lease Agreement dated
October 14, 1988 (herein called the "Lease"), between Assignor, as lessee, and
Madison County Economic Development Authority (formerly known as Industrial
Development Authority of Madison County), an agency of Madison County,
Mississippi, as lessor (herein called "Lessor"), whereby Assignor leased that
certain real property and improvements located in Madison County, Mississippi,
as further described on Exhibit "A" attached hereto and incorporated herein for
all purposes (the "Premises"); and
WHEREAS, pursuant to the terms of that certain Sale and Purchase
Agreement dated May 15, 1996 (the "Agreement"), by and among Chase Brass
Industries, Inc., a Delaware corporation, UNR Industries, Inc., a Delaware
corporation and Xxxxxxx Structural Tubing Co., a Delaware corporation, Assignor
now desires to assign the Lease to Assignee, and Assignee desires to accept
such assignment.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby ASSIGN,
TRANSFER, SET OVER, CONVEY AND DELIVER unto Assignee, its successors and
assigns, all of the rights, powers, privileges and interests of Assignor in and
to the Lease, upon the following terms and conditions:
1. Assignee accepts this assignment and expressly assumes and
agrees to perform and fulfill all the terms, covenants, conditions and
obligations required by Assignor as lessee under the Lease, including, without
limitation, the making of all payments due to or payable on behalf of Lessor
when due and payable, to the extent that such payments, liabilities and
obligations relate to periods on or after the effective date hereof.
2. This Assignment shall become effective upon the later of (i)
August 30, 1996, or (ii) the date that the closing contemplated under the
Agreement occurs.
3. This Assignment shall be binding on and inure to the benefit
of the parties hereto and their successors and assigns.
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4. This Assignment may be executed in a number of identical
counterparts, each of which for all purposes is to be deemed an original, and
all of which constitute collectively, one Assignment; but in making proof of
this Assignment, it shall not be necessary to produce or account for more than
one such counterpart.
[THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the date first above written.
ASSIGNOR:
UNR INDUSTRIES, INC.,
UNR - XXXXXXX DIVISION,
a Delaware corporation
By: /s/ T.H. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
ASSIGNEE:
XXXXXXX TUBE COMPANY, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chief Executive Officer and Vice
President
STATE OF ILLINOIS )
)
COUNTY OF XXXX )
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this 30th day of August, 1996, within my
jurisdiction, the within named Xxxxxx X. Xxxxxxxxx, who acknowledged that he is
the President and Chief Executive Officer of UNR INDUSTRIES, INC., UNR -
XXXXXXX DIVISION, a Delaware corporation, and that for and on behalf of the
said corporation, and as its act and deed, he executed the above and foregoing
instrument, after first having been duly authorized by said corporation so to
do.
/s/ Xxxxxxx Xxxx
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Notary Public
Printed Name: Xxxxxxx Xxxx
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My Commission Expires: 10/16/98
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STATE OF ILLINOIS )
)
COUNTY OF XXXX )
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this 30th day of August, 1996, within my
jurisdiction, the within named Xxxxxx X. Xxxxxx, who acknowledged that he is
the Chief Executive Officer and Vice President of XXXXXXX TUBE COMPANY, INC., a
Delaware corporation, and that for and on behalf of the said corporation, and
as its act and deed, he executed the above and foregoing instrument, after
first having been duly authorized by said corporation so to do.
/s/ Xxxxxxxx Xxxxxxx
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Notary Public
Printed Name: Xxxxxxxx Xxxxxxx
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My Commission Expires: 3/2/97
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[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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CONSENT OF LESSOR
The undersigned is the Lessor in the Lease described in this
Assignment. Lessor hereby consents to the assignment of the Lease to XXXXXXX
TUBE COMPANY, INC., a Delaware corporation, upon the terms and conditions
described above and waives no rights under the terms of the Lease as to the
Assignor or the Assignee.
IN WITNESS WHEREOF, the Lessor has executed this Assignment as of the
28th day of August, 1996.
LESSOR:
MADISON COUNTY ECONOMIC
DEVELOPMENT AUTHORITY
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
President
STATE OF MISSISSIPPI )
)
COUNTY OF MADISON )
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this 28th day of August, 1996, within my
jurisdiction, the within named Xxxxx Xxxxxxxx, who acknowledged that he is the
President of MADISON COUNTY ECONOMIC DEVELOPMENT AUTHORITY, an authority
organized under the laws of the State of Mississippi, and that for and on
behalf of the said authority, and as its act and deed he executed the above and
foregoing instrument, after first having been duly authorized by said authority
so to do.
/s/ Xxx Xxx
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Notary Public
Printed Name: Xxx Xxx
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My Commission Expires: 3/2/97
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Prepared by:
Xxxxx X. Xxxxxx, Esq.
Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
000 Xxxxxx Xx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
(000) 000-0000
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EXHIBIT "A"
THE PREMISES
INDEXING INSTRUCTION
The property described in this instrument is located in the SE
1/4 of Section 21, Township 8 North, Range 2 East, in Madison
County, Mississippi.
Commence at the Northeast corner of the West One-Half (W 1/2) of the Northeast
One-Quarter (NE 1/4) of the Southwest One-Quarter (SW 1/4) of Section 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxx and run West
2043.34 feet; run thence South 724.91 feet to the Northeast corner of the
Industrial Development Authority of Madison County property; run thence South
89 degrees 32 minutes 02 seconds West, along the Northern boundary of said
Industrial Development Authority property, 1350.08 feet to a point on the West
right-of-way of a public road and also the Southeast corner of the Debeukelaer
Corporation tract. Said point being the Point of Beginning of the following
described tract.
From the Point of Beginning run thence South 89 degrees 32 minutes 02 seconds
West along the Southern boundary of the Debeukelaer Corporation tract, 1151.72
feet to a point on the East right-of-way of Interstate Highway 55; run thence
South 29 degrees 03 minutes 50 seconds West along the East right-of-way of
Interstate Highway 55, 121.03 feet; run thence South 01 degrees 12 minutes 51
seconds East leaving said right-of-way, 369.50 feet to a point in the center of
a drainage ditch; run thence South 73 degrees 30 minutes 48 seconds East along
the centerline of said drainage ditch, 180.40 feet; run thence North 89 degrees
40 minutes 26 seconds East along the centerline of said drainage ditch, 630.69
feet; run thence South 61 degrees 48 minutes 19 seconds East along the
centerline of said drainage ditch, 99.66 feet; run thence South 57 degrees 51
minutes 46 seconds East along the centerline of said drainage ditch, 83.67
feet; run thence North 89 degrees 22 minutes 53 seconds East leaving said
drainage ditch 247.02 feet to a point on the West right-of-way of a public
road; run thence North 00 degrees 37 minutes 07 seconds West along the West
right-of-way of said public road 621.15 feet to the Point of Beginning, a
parcel situated in the SE 1/4 of Section 21, Township 8 North, Range 2 East,
Madison County, Mississippi, containing 15.18 acres, more or less.
