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EXHIBIT 10.14
LEASE AGREEMENT
This agreement entered into on this the 14th day of October, 1988,
between Industrial Development Authority of Madison County, hereinafter
referred to as "Lessor" and UNR Industries, Inc., UNR-▇▇▇▇▇▇▇ Division,
hereinafter referred to as "Lessee," with the agreement containing the
following terms and conditions, to wit:
WHEREAS, the Lessor, wishes that the Lessee expand a manufacturing,
and an office facility in Madison County, Mississippi, and in particular in the
Central Mississippi Industrial Center and employ persons in the conduct of the
Lessee's business and such an understanding and agreement is in the best
interest of the citizens of Madison County, Mississippi;
NOW THEREFORE in consideration of the premises and other mutual
agreements contained herein, the parties agree as follows, to wit:
A. Erection of Building and Establishment of Factory
1. The Lessor shall construct a building and
improvements outlined hereinafter on the following described real property
lying and being situated in Madison County, Mississippi, to wit:
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)
Section 22, Township 8 North, Range 2 East, Madison County,
Mississippi, 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
line of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇; run thence South 29 degrees 03
2
minutes 50 seconds West along said 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. Herein described parcel contains 15.18 acres,
more or less.
2. The Lessor shall improve the real property and erect
thereon a manufacturing building being 156,000 square feet of manufacturing and
assembling area pursuant to and according to plans and specifications approved
by the Lessor and Lessee herein. A copy of said plans and specifications is
attached hereto and marked as Exhibit "A" and incorporated herein by reference.
The Lessee shall provide at its expense the plans and specifications and shall
be responsible for the expense of any changes agreed to by the parties hereto.
No changes in the plans and specifications may be made except for the agreement
of the parties herein.
3. The Lessor shall contract for the construction of the
building and improvements according to the laws of the State of Mississippi and
shall exercise due diligence in expediting the planning and construction of
said building and improvements. The construction costs are contemplated to be
approximately $665,000 for the construction of the shell building. Lessor
shall procure financing for the construction of said building and improvements
according to the plans and specifications referred to herein. Lessor shall
provide at no cost to Lessee a boundary survey and clearing limit markers for
the construction project.
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4. The Lessee shall provide, at its own expense, all
improvements over and above the site improvements and the construction of the
facility according to the plans and specifications referred to herein.
B. Lease Agreement
The Lessor shall lease and let the above described premises
and building to be erected thereon and the Lessee shall take, let and lease
said premises and building which will be located and erected thereon upon
completion according to the following terms and conditions, to wit:
1. The building shall be rendered to the company
immediately upon completion according to the plans and specifications which are
outlined in Exhibit "A" attached hereto.
2. The primary term of the Lease shall be for twelve
(12) years beginning with the date of occupancy by the Lessee of the facilities
contemplated herein in accordance with B.1.
3. The Lessee agrees and covenants to the Lessor as rent
for the facilities and real property described hereinabove, the amount of
Forty-Two Thousand Two Hundred Eighty-Three and 48/100 ($42,283.48) payable
semi-annually with the first payment being due and payable six months from the
date Lessee commences occupancy of the building in any manner and every six (6)
months thereafter throughout the term of this Lease. In addition, a single
payment equal to the difference between Lessor's construction contract plus
costs of financing as described on the attached Exhibit "C" and $665,000 shall
be due and payable by
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Lessee at the time of the execution of the construction contract. Lessor shall
adjust rent payment after the sale of Bonds used to finance the construction of
the building.
4. The Lessee shall have an option to purchase the above
described facilities, real property, and improvements thereon. The option
price of the real property excluding buildings and facilities located thereon
shall be the appraised value of the real property at the time of the exercise
of the option and purchase with the appraiser or appraisers to be agreed upon
by the parties hereto but in no event to exceed $14,500 per acre. In addition
to the above price, the Lessee has the option to purchase the facilities and
improvements at any time in accordance with an amortized purchase pay-off
schedule based on equal semi-annual payments on a $665,000 loan at 7.393229%
interest, an example of which is attached as Exhibit "B," and with the
Twenty-Fourth (24th) annual payment in the year 2001 ownership transfers to the
Lessee with the payment of one (1) dollar and payment of appraised land value
not to exceed $14,500.
C. Insurance
When the said building is delivered to the Lessee by the
Lessor, the Lessee will, at its own expense, carry and maintain fire, windstorm
and extended coverage insurance on the lease premises with an assignment in
favor of the Lessor in an amount not less than $665,000.00, or the remaining
principal balance, as shown by Exhibit "B," whichever is less. In the event of
damage or loss of the building on the said leased premises, from a cause
covered by said insurance, the proceeds from said insurance, if sufficient,
shall be used by the Lessor to repair or replace said building, if the Lessee
has not already caused repairs or replacement to be made to the original
condition, less wear and tear.
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D. Maintenance and Repair
The Lessee agrees to maintain, at its own expense, the leased
premises (building and grounds) in a good state of repair.
E. Expansion and Additions to Building
It is agreed by the parties hereto that the Lessee, at its own
expense, may build any addition to the building on the leased premises or any
separate building for the purpose of expanding its manufacturing operations or
business with the approval of the Lessor which shall not be unreasonably
withheld.
F. Alterations to the Building
It is understood and agreed that the Lessee, at its own
expense, may make any and all alterations to the building or buildings on the
leased premises that it may deem necessary or advisable, provided that no
alterations shall affect the basic structure or impair its value. Said
alterations shall be with the approval of the Lessor and shall not be
unreasonably withheld.
G. Assignability of Lease and Option
The Lessee may assign this Lease and Option to Purchase or
sublet the whole or any part of the premises. Any assignment or sublease shall
be approved in writing by the Lessor and shall not be unreasonably withheld.
No assignment or sublease shall release or diminish the obligations of the
Lessee hereunder unless agreed to in writing by the Lessor.
H. Tax Exemption
The building and land will be automatically exempt from ad
valorem taxes of the County prior to the option to purchase. Lessor will
recommend to the Board of Supervisors that the personal property be exempt from
ad valorem taxes from initial start-up for a period of ten
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(10) years and that the building and land be exempt from ad valorem taxes for a
period of ten (10) years from the date of purchase. According to state law,
our school taxes cannot be exempted.
I. Defaults
If the Lessee shall abandon the premises, or if manufacturing
operations therein or thereon shall be discontinued for a continuous period of
six (6) months or more at any time, provided that such discontinuance is not
caused by causes beyond the control of the company, such as but not limited to,
acts of God, the government of the United States or any political subdivision
thereof, or of any foreign nation, strikes or labor disputes; or if the Lessee
shall fail to pay the rental herein provided for within thirty (30) days after
notice that such rent is due and payable shall have been given to the Lessee at
such address as the Lessee may from time to time designate in writing to the
Lessor then in that event this agreement shall terminate and the Lessor shall
be entitled to peaceful possession of said premises, within 90 days, cleared of
all persons, goods and things not properly belonging to same, in as good order
and condition as when received, ordinary wear and tear excepted, but without
release of the Lessee from the monetary considerations hereunder.
J. Employee Training
Lessor shall assist Lessee in employee screening and providing
training programs for employees available through offices of the State of
Mississippi and the educational institutions located in the Madison County
area.
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K. Agreement of Parties
It is understood and agreed by and between the respective
parties hereto that this instrument shall constitute the agreement of leasehold
between the parties hereto and shall inure to the benefit of and be binding
upon the heirs, successors and assigns of either of the parties hereto.
L. Authorized Execution
The parties hereto do hereby certify and attest that they are
authorized to execute this Lease Agreement and to bind the parties hereto.
WITNESS OUR SIGNATURES on this the 14th day of October, 1988.
LESSOR:
INDUSTRIAL DEVELOPMENT AUTHORITY OF
MADISON COUNTY, MISSISSIPPI
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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President
ATTEST:
/s/
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Secretary
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LESSEE:
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇, President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice
President Operations
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Secretary
STATE OF MISSISSIPPI
COUNTY OF MADISON
PERSONALLY APPEARED before me, the undersigned authority in and for
the aforesaid jurisdiction ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who acknowledged to me that he is
the President of Industrial Development Authority of Madison County,
Mississippi, and that as such, he did sign and deliver the above and foregoing
instrument on the date and for the purposes therein stated in the name of, for
and on behalf of the said corporation, he being first duly authorized so to do.
GIVEN UNDER MY HAND and official seal on this the 14th day of October,
1988.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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NOTARY PUBLIC
MY COMMISSION EXPIRES:
May 2, 1990
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STATE OF ILLINOIS
COUNTY OF ▇▇▇▇
PERSONALLY APPEARED before me, the undersigned authority in and for
the aforesaid jurisdiction ▇▇▇ ▇. ▇▇▇▇▇▇, who acknowledged to me that he is the
President of UNR-▇▇▇▇▇▇▇ Division-UNR, Inc. and that as such, he did sign and
deliver the above and foregoing instrument on the date and for the purposes
therein stated in the name of, for and on behalf of the said corporation, he
being first duly authorized so to do.
GIVEN UNDER MY HAND and official seal on this the 6th day of October, 1988.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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NOTARY PUBLIC
MY COMMISSION EXPIRES:
April 16, 1991
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