EXHIBIT 10.11
LEASE AGREEMENT WITH PURCHASE OPTION
THIS AGREEMENT, dated the 5th day of January, 1995, by and between XXXXX
PETROLEUM CORPORATION, a Mississippi corporation, with offices in Itta Bena,
Mississippi ("Lessor"), and GOLD XXXX INC., a cooperative marketing association
organized pursuant to the Georgia Cooperative Marketing Act with corporate
offices in Atlanta, Georgia ("Lessee").
W I T N E S S E T H:
Lessor, for and in consideration of the terms, covenants, and conditions
herein contained, does hereby lease and demise to Lessee, and Lessee does hereby
take from Lessor, upon and subject to the terms, covenants, and conditions
herein contained, Lessor's interest in certain real property in various counties
in the State of Mississippi (more particularly described in Exhibit A, attached
hereto and incorporated herein by reference), together with all improvements
thereon ("Premises") and all equipment thereon including, but not limited to the
items specified in Exhibit B, attached hereto and incorporated herein by
reference (the "Equipment") (Premises and Equipment referred to collectively as
the "Facilities").
TO HAVE AND TO HOLD the Premises at the rental and upon the
terms, covenants and conditions herein contained and for the term set forth
herein.
1. Term - The term of the lease herein made shall be for ten (10) years,
beginning on January 5, 1995, and ending on December 31, 2004, unless
sooner terminated as provided herein.
2. Rent - Lessee agrees to pay the Lessor as monthly rent for the leased
Facilities the amount of $30,081 per month during the term of this
lease. Said rent shall be payable in advance every month on or before
the first day of each month.
3. Lessor's Mortgage - The Facilities are encumbered by a first priority
deed of trust in favor of Xxxx X. Xxxxxx as trustee for the benefit of
The Equitable Life Assurance Society of the United States as the same
has been modified (the "Mortgage"). If Lessor fails to make any payment
due on the Mortgage, Lessee may make such payment and any penalty on
behalf of Lessor and reduce the rentals due hereunder by the amount so
paid. In addition Lessee, after making two or more payments within any
twelve-month period on the Mortgage pursuant to this paragraph may
exercise immediately the Purchase Option specified in paragraph 24 and
prepay the Mortgage according to its terms and reduce the Purchase
Price under the Purchase Option by the amount so paid.
4. Competition - Each of the shareholders, officers and directors of
Lessor hereby agrees that they shall not engage, directly or
indirectly, in the financing, management, or operation of a fertilizer
business within a radius of one hundred twenty (120) miles from
Indianola, for a period of three (3) years after the commencement date
of the Lease. Should there be a breach by any of the shareholders,
officers or directors of the covenants hereunder and should Lessee be
required to enforce the covenants herein by legal action, Lessee shall
be entitled to recover, in addition to all other remedies available to
Lessee at law or at equity, all attorneys' fees and court costs
incurred by Lessee in requiring compliance with the terms and
obligations of this paragraph. Any action for breach of this Paragraph
shall be against the breaching party only.
5. Taxes - Lessee shall pay or cause to be paid all city, county, and
state property taxes, charges and assessments levied and assessed
against the Facilities and any personal property of Lessee on the
Premises. If Lessee fails to pay taxes and assessments as they become
due, so that in Lessor's judgment its property interest in the
Facilities is jeopardized and Lessee continues in such a failure after
being requested by Lessor to pay the same, Lessor shall have the right
to pay such taxes and assessments, and to add such payment amount
together with interest thereon to any installment of rent thereafter
payable hereunder.
6. Services and Utilities - Lessee shall pay for all charges for the
provision of all utilities serving the leased Premises and incurred by
Lessee in connection with its use of the Facilities, including, but
not limited to, gas, electricity, and water.
7. Quiet Possession - Lessor warrants and represents that Lessor is
presently vested with good and marketable title to the Premises and
the Equipment and covenants and agrees that Lessee, upon paying the
said rental and observing the covenants and conditions contained
herein, shall have quiet possession of the Facilities for the term of
the lease.
8. Use of the Facilities - The Premises shall be used and occupied by
Lessee as a fertilizer and crop protection chemical blending,
handling, storage and distribution facility and for other legal
purposes. Lessee shall comply with all laws, ordinances, rules and
regulations concerning the Facilities and its use thereof, and shall
be obligated to comply with any law that requires any alteration,
maintenance, or restoration of the Facilities as a result of the
Lessee's particular and specific use of the Facilities. Lessee shall
not use or permit the use of the Facilities in any manner that will
tend to create waste or a nuisance.
9. Removal of Fuel Tanks at Indianola - Lessor has placed on the Indianola
property tanks and related piping, diking and other fixtures for the
storage of fuel (the "Tanks"). Lessor, at its sole cost and expense has
agreed to remove the Tanks and remediate the site as may be required.
All such work shall be completed on or before March 1, 1995. So long as
remediation has begun and is being diligently pursued, Xxxxx may extend
the time for remediation until June 1 ,1995. All remediation work shall
meet the requirements of the Mississippi Department of Environmental
Quality. Lessor hereby indemnifies and holds harmless Lessee, its
successors and assigns from any and all utilities, costs, damages,
and/or expenses caused by the Tanks and/or their removal and/or the
site remediation.
10. Condition of Facilities - Except for the Tanks as discussed in
Paragraph 9 above and except for the warranties made by Lessor in the
Agreement of Sale dated May 8, 1992, between and among the parties
hereto and FarmKist Enterprises, Lessee has examined the leased
Facilities and accepts them in their present condition without any
representations on the part of Lessor or its agents as to the present
or future condition or as to the suitability of the Facilities for
Lessee's use thereof. Lessee accepts the Facilities subject to all
applicable municipal, county and state laws, zoning ordinances and
regulations governing and regulating the Facilities and subject to all
matters disclosed pursuant to the terms of this agreement and any
exhibits attached hereto.
11. Repair and Maintenance - Except for damage caused by acts of Lessor,
its agents, employees or invitees, Lessee at its expense shall keep in
good order, condition and repair the Facilities and all structures and
portions thereof and shall make any and all necessary repairs to same
within a reasonable time after receipt of written notice from Lessor of
the need for such repairs. In the event Lessee fails to perform its
obligations hereunder, Lessor may at its option come in or upon the
Premises after ten days' prior written notice to Lessee and put the
same in good order, condition, maintenance and repair, and the costs
thereof together with interest thereon shall be due and payable
immediately or as additional rent to Lessor with Lessee's next rental
installment.
12. Removal and Substitution of Equipment - If Lessee, in its sole
discretion, determines that any item(s) of Equipment have become
inadequate, obsolete, worn out, unsuitable, undesirable, inappropriate
or unnecessary for its purposes at any time, Lessee may remove such
items from the Premises and sell, trade in, or otherwise dispose of
them (as a whole or in part) without any responsibility or
accountability to Lessor therefor. If Lessee elects to substitute and
install (if appropriate) other machinery, equipment and related
property or none of such machinery, equipment or related property shall
not be subject to this Agreement. The removal from the Facilities of
any portion of the Equipment pursuant to the provisions of this
Paragraph shall not entitle Lessee to any diminution in or postponement
or abatement of the rents payable hereunder nor to any reduction in the
purchase price if Lessee elects to exercise the purchase option
specified in Paragraph 24.
13. Additions and Alterations - Lessee may make all such changes,
alterations, additions, or improvements in or to the Premises as it may
deem necessary, suitable or desirable. Lessee shall make all such
changes, alterations and improvements in compliance with law and in a
good and workmanlike manner without impairing the structural soundness
of the Premises or any structures located thereon. Unless the Premises
are sold to Lessee pursuant to paragraph 24 of this agreement, Lessor
shall, at the termination of this agreement, have the option to require
Lessee to remove any and all changes, alterations, additions and
improvements in and to the Premises and restore the Premises to the
condition as existed upon Lessee's occupancy of the Premises. Unless
Lessor requires their removal, all changes, alterations, additions, and
improvements placed upon the Premises shall become the property of
Lessor and shall remain upon and be surrendered with the Premises at
the termination of this agreement.
14. Condemnation - If the Facilities or any portion thereof are taken under
the power of eminent domain, condemned for a temporary or permanent
public or quasi-public use, or sold under the threat of the exercise of
said power, Lessee may, at Lessee's option, to be exercised in writing
to Lessor, exercise the Purchase Option specified in Paragraph 24. If
Lessee does not exercise the Purchase Option, this Lease shall remain
in full force and effect as to the portion of the Facilities remaining,
with no reduction in rent or the Purchase Price. Any award for the
taking of the fee for the Premises for the purposes hereunder shall be
the property of Lessee, and Lessee shall be entitled to any award for
loss of or damage to Lessee's trade fixtures and removable personal
property.
15. Damage or Destruction - In the event of damage to or destruction of the
Premises by fire or any other casualty, whether covered by an insurance
policy required to be maintained hereunder or not, during the term of
this Lease or in the event of such a partial destruction thereof as to
render the Premises wholly untenantable or unfit for occupancy, or
should the Premises be so badly injured that the same cannot be
repaired within thirty (30) days from the happening of such injury,
then and in such case, Lessee may exercise the Purchase Option
immediately. If Lessee does not exercise the Purchase Option, this
Lease shall remain in full force and effect with no reduction in rent
or in the Purchase Price. Insurance proceeds paid because of fire,
damage or destruction shall be payable as provided in Paragraph 19.
Lessee shall promptly notify Lessor in case of fire or other damage or
destruction to the Premises.
16. Liens - Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for
the use in the Premises for construction or other purposes done by
Lessee or caused to be done by Lessee on the Premises. Lessee shall
keep the Premises free and clear of all liens resulting from
construction or repair work done by or for the Lessee or resulting from
Lessee's occupancy or use of the Premises. If Lessee shall, in good
faith, contest the validity of any such lien, claim, or demand, Lessee
shall, at its sole expense, defend itself and Lessor against the same
and shall pay and satisfy any such adverse judgment that may be
rendered thereon before the enforcement thereof against the Lessor or
the Premises, upon the condition that if Lessor shall require, Lessee
shall provide to Lessor a surety bond satisfactory to Lessor in an
amount equal to such contested lien claim or demand indemnifying Lessor
against liability for the same and holding the Premises free from the
effect of such lien or claim. In addition, Lessee shall pay Lessor's
attorneys fees and costs in participating in such action.
So long as Lessee is not in default hereunder, Lessor shall not cause
or permit any liens of any nature (excluding the Mortgage) be levied
against the Facilities or any portion thereof. Lessor shall satisfy or
otherwise remove with five days any lien placed on Facilities or any
portion thereof which lien arises through Lessor. If Lessor fails to
keep the Facilities free and clear of liens as specified herein, Lessee
may after notice to Lessor pay any and all such liens and reduce the
rent due hereunder by the sum of such amount paid plus Lessee's costs
in satisfying such liens, including but not limited to, actual
attorneys' fees.
17. Indemnity - Lessee shall indemnify and hold Lessor harmless from and
against any and all claims arising from Lessee's use and occupancy of
the Facilities, or from the conduct of Lessee's business or from any
activity, work or things done, permitted or suffered by Lessee in or
about the Premises or elsewhere, and shall further indemnify and hold
Lessor harmless from and against any and all claims arising from any
breach or default in the performance of any obligation on Lessee's part
to be performed under the terms of this Lease or arising from the
negligence of the Lessee, or any of Lessee's agents, contractors, or
employees, and from and against all costs, attorneys' fees, expenses
and liabilities incurred in the defense of any such claim or any action
or proceeding brought thereon. In case any action or proceeding shall
be brought against Lessor by reason of any claim, Lessee, upon notice
from Lessor, shall defend the same at Lessee's expense. Lessee, as a
material part of the consideration to Lessor, hereby assumes all risks
of damage to property or injury to persons, in, upon, or about the
Facilities arising from any cause, and Lessee hereby waives all claims
in respect thereof against Lessor. The indemnity obligations of this
paragraph shall not apply to damages directly resulting from the
negligence or intentional acts of Lessor, its agents, servants, or
employees.
18. Exemption of Lessor from Liability - Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of
income therefrom or for damage to the goods, inventory, equipment,
merchandise or other property of Lessee, Lessee's employees, invitees,
customers, or any other person in or about the Premises, nor shall
Lessor be liable for any injury to the person of Lessee, Lessee's
employees, agents or contractors, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain,
or from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether the said damage or injury
results from conditions arising upon the Premises or upon portions of
the building on the Premises, or from other sources or places, and
regardless of whether the cause of such damage or injury or the means
of repairing the same is inaccessible to Lessee.
19. Insurance - Lessee shall obtain and keep in force a policy of standard
fire and comprehensive hazard insurance covering loss of or damage to
the Premises leased. Pursuant to the terms of the Mortgage, The
Equitable Life Assurance Society of the United States shall be
designated as a "loss payee" on such policies of fire and comprehensive
hazard insurance relating to the property described on Exhibit A as the
liquid fertilizer terminal (Greenville) and the dry fertilizer terminal
(Greenville), and such loss payee clause shall continue throughout the
term of this Lease, or until the Mortgage is satisfied and cancelled,
whichever occurs first. Lessor hereby assigns to Lessee any proceeds
from insurance which may be made available to Lessor by the Grantee
under the Mortgage. Lessee shall obtain and keep in force all insurance
which it deems necessary for protection against loss of or damage to
any of its property situated in or about the leased Premises. Lessee
shall, at Lessee's expense, obtain and keep in force during the term of
this Lease, a policy of general and public liability insurance insuring
Lessor and Lessee against any liability for personal injury and
property damage arising out of the use, occupation or maintenance of
the Premises and all areas appurtenant thereto by Lessee. Such policy
shall contain provisions insuring performance by Lessee of the
indemnity provisions of Paragraph 16 hereof.
20. Assignment and Subletting - Lessee may assign, transfer, mortgage,
sublet, or otherwise transfer or encumber all or any part of Lessee's
interest in this Lease or in the Premises leased hereunder upon
written notice to Lessor. No subletting or assignment shall release
Lessee of Lessee's obligations or alter the primary liability of
Lessee to pay the rent and to perform all other obligations of the
Lessee hereunder. Lessor may not assign, transfer, mortgage, sublet or
otherwise transfer or encumber its interest in this Lease or in the
Facilities whether by operation of law or otherwise.
21. Default -
a. The occurrence of any one or more of the following events shall
constitute a default by Lessee:
1) The vacating or abandonment of the Premises by Lessee.
2) The failure by Lessee to pay rent when due, if the
failure continues for fifteen days after notice has
been given to Lessee.
3) The failure of Lessee to perform any other
provisions, covenants or conditions of this Lease
required of Lessee if such a failure to perform is
not cured within twenty (20) days; Lessee shall not
be in default of this Lease if Lessee commences to
cure the default within the 20-day period and
thereafter diligently and in good faith prosecutes
such cure to completion. Lessor shall be in default
upon failure to perform obligations required of
Lessor hereunder within a reasonable time, but in no
event later than twenty (20) days after written
notice by Lessee to Lessor specifying the failure to
perform; provided, however, that if the default
cannot reasonably be cured within twenty (20) days,
Lessor shall not be in default of this Agreement if
Lessor commences to cure the default within the
twenty (20) day period and thereafter diligently and
in good faith prosecutes such cure to completion.
b. The occurrence of any one or more of the following events shall
constitute a default by Lessor:
1) Failure to make any payment on the Mortgage, if the
failure continues for fifteen (15) days.
2) Failure to keep the Facilities or any portion thereof
free and clear of all liens or encumbrances other
than the Mortgage.
3) Failure to remove the fuel tanks at Indianola and/or
remediate the soil and groundwater. So long as
remediation has begun and is being diligently
pursued, Xxxxx may extend the time for remediation
until June 1, 1995. All remediation work shall meet
the requirements of the Mississippi Department of
Environmental Quality.
22. Remedies
a. If Lessee is in default, Lessor may, at any time thereafter,
with or without notice of demand and without limiting Lessor
in the exercise of any right or remedy which Lessor may have
by reason of such default:
1) Terminate Lessee's right to possession of the
Premises by any lawful means, in which case this
Lease Agreement shall terminate and Lessee shall
immediately surrender possession of the Premises to
Lessor. In such event, Lessor shall be entitled to
recover from Lessee all damages incurred by Lessor by
reason of Lessee's default.
2) Maintain Lessee's right to possession in which case
this Lease shall continue in effect whether or not
Lessee shall have abandoned the Premises. In such
event, Lessor shall be entitled to enforce all of
Lessor's rights and remedies under this Lease,
including the right to recover the rent as it becomes
due hereunder.
3) Perform at its own expense such obligation that
Lessee fails to perform, the cost of which together
with interest thereon shall be immediately payable or
shall be due and payable as additional rent to Lessor
with Lessee's next rental installment.
4) Pursue any other remedy now or hereafter available to
Lessor under applicable laws or judicial decisions.
b. In the event of a default by Lessor, Lessee may:
1) Perform at its own expense such obligation that
Lessor fails to perform and deduct the cost thereof
from rent thereafter due.
2) May, at its option, immediately exercise the Purchase
Option.
23. Surrender of Premises - Upon expiration of the term of this lease or
after termination of this lease pursuant to the conditions hereunder,
Lessee shall surrender to Lessor the Premises in good condition,
except for ordinary wear and tear. Lessee shall remove all of its
personal property within the above-stated time and shall perform all
restoration and repairs made necessary by any such removal of changes,
alterations, additions, improvements, trade fixtures or personal
property.
24. Option to Purchase
(a) Lessee shall have the right and option, irrevocable during the
term of this lease (the "Option"), to purchase the Facilities.
(b) The Option may be exercised by Lessee on or after December 1,
2004 by giving written notice of its exercise to Lessor. In the
event of exercise of the Option, the sale of the Premises shall
be closed within six (6) months following termination of this
lease, unless the closing is extended by mutual consent of the
parties. Lessee shall remain in possession of the Premises during
any such extension.
(c) The purchase price for the Facilities shall be determined by the
schedule attached as Exhibit C (the "Purchase Price").
(d) The Purchase Price shall be reduced by the amount of all
insurance proceeds paid during the term hereof to Equitable
holder of the Mortgage, and by the amount of any liens against
Lessor satisfied by Lessee for which a rental deduction was not
made by Lessee.
(e) Lessor agrees that Lessee and its servants, agents, employees and
representatives shall have access to the Facilities during the
term of the lease to conduct and commission any surveys,
engineering studies, environmental audits, site studies, test
borings, soil and sub-soil studies, water table and supply, and
other investigations Lessee may deem necessary to conduct on the
Premises. Lessee assumes all responsibilities for its acts, or
the acts of its agents, servants, employees, contractors or
representatives, in exercising its rights hereunder, and agrees
to indemnify and hold Lessor harmless from and against any
property damage, personal injury, or claim of lien against the
Premises resulting from the activities permitted hereunder.
(f) At closing, Lessor shall convey good and marketable title to the
Facilities to Lessee by warranty deed subject to easements and
restrictions of record; applicable zoning ordinances; current
property taxes; and encroachments, overlaps, and boundary line
disputes and such other matters as would be disclosed by a
current survey and inspection of the property. Marketable title
as provided herein, shall be such title as is acceptable to a
title insurance company (licensed to conduct business in the
state of Mississippi) for issuance of its owner's title policy at
standard rates, subject to standard permitted exceptions and the
exceptions set forth above.
(g) In the event that there are defects in the title or matters of
survey as to the Premises, not excepted as provided herein, at
Lessee's option, Lessee shall have the right either (1) to
rescind, at any time prior to the closing date, its exercise of
the Option, and to be released from any further obligations to
proceed with the final purchase of the Premises unless Lessor, at
its expense, shall have cured such defects to the satisfaction of
Lessee within a reasonable time after having received written
notice of the defects from Lessee or (2) to cure such defects and
deduct the cost thereof from the Purchase Price.
(h) Lessor shall pay all transfer tax or documentary stamp taxes
applicable to the transaction contemplated hereunder and for the
preparation of the warranty deed to effect the transaction.
Lessee shall pay the cost of recording all documents to be
recorded. Each party shall pay its own attorneys fees. Applicable
property taxes for the year in which the closing is effected
shall be prorated as of the date of closing.
(i) Closing shall be held at a time and place mutually agreed upon by
Lessor and Lessee no later than 48 hours prior to the closing
time and no later than the end of the term of this lease.
(j) Each party warrants to the other that it has not dealt with any
real estate agent, broker or finder with respect to this
transaction and that it is not aware of any finder's fee or
brokerage or real estate commission which will result from the
execution of this agreement, the exercise of the Option, or the
ultimate consummation of the purchase contemplated hereby. Any
fee generated by or occasioned as a result of the breach of the
warranty contained herein shall be borne by the breaching party.
25. Surveys - The parties are entering into this Lease with Purchase
Option without conducting surveys of the Premises. At its sole
discretion and expense, Lessee may have surveys on the Premises done.
If such surveys are prepared, the parties agree to modify the legal
descriptions for the Premises to reflect the results of the surveys.
Each party shall bear its own costs in preparing and executing such
modification. No adjustment to the rent or the Purchase Price shall be
made due to such surveys.
26. Lessor's Adjacent Storage Tank Facility - Lessor owns a parcel of real
property located adjacent to a part of the real property leased hereby
known as the "Dry Fertilizer Terminal (Greenville)", and Lessor and
Lessee recognize that it will be necessary for Lessor to construct a
loading facility and install pipelines for the use of Lessor's storage
tank facility. Lessee is evaluating the feasibility of construction of
a railroad spur track on the Dry Fertilizer Terminal at Greenville,
and Lessor might wish to use such spur track. Therefore, Lessor and
Lessee agree:
(a) That, after proper study and evaluation regarding the
feasibility and location and other aspects of such improvements as
Lessee shall deem appropriate, Lessor shall be granted an easement
for the installation of an underground pipeline and a loading
facility as may be reasonably necessary for the use of Lessor's
storage tank facility, such easement to connect Lessor's storage
tanks to the loading facility and extending westwardly to Lake
Xxxxxxxx; but such easements for a pipeline and/or a loading
facility shall not interfere with the normal operation of the dry
terminal of Lessee nor create a hazard or unsafe condition by its
operation in the midst of the operation of Lessee's terminal.
(b) The cost of the installation and maintenance of any pipeline or
loading facility of Lessor shall be paid by Lessor; and
(c) To negotiate in good faith an agreement to share the benefits,
costs, and obligations of a railroad spur track which is, or may
be, located on the Dry Fertilizer Terminal in Greenville.
27. Holding Over - If Lessee remains in possession of the Premises or any
part thereof after the termination of this Lease without the express
written consent of the Lessor, such occupancy shall be a tenancy from
month to month at a rental in the amount of the last monthly rental
plus all other charges payable hereunder, and upon all of the terms
hereof applicable to a month to month tenancy; provided, however, that
there shall be no renewal of this Agreement by operation of law.
28. Waiver - No waiver by either party of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent
breach by the other party of the same or any other provision. A
party's consent to or approval of any act shall not be deemed to
render unnecessary the obtaining of such party's consent to or
approval of any subsequent act by the other party. The acceptance of
rent hereunder by Lessor shall not be a waiver of any preceding breach
by Lessee of any provision hereof, other than the failure of Lessee to
pay the particular rent so accepted, regardless of Lessor's knowledge
of such preceding breach at the time of the acceptance of such rent.
29. Notice - Any notice, demand, request, consent, approval, or
communication that either party desires or is required to give to the
other party or to any other person shall be in writing and either
served personally or sent by pre-paid, first-class mail. Any notice,
demand, request, consent, approval or communication that either party
desires or is required to give to the other party shall be addressed
to the other party at the address set forth by the signatures on this
lease. Either party may change its address by notifying the other
party of the change of address with the same formality set forth above
in this paragraph. Notice shall be deemed effective as of the time of
mailing if mailed as provided in this paragraph.
30. Severability - The unenforceability, invalidity, or illegality of any
provision of this lease shall not render the other provisions
unenforceable, invalid, or illegal.
31. Successors - This lease shall be binding upon and inure to the benefit
of the parties and their successors and assigns.
32. Entire Agreement: Amendments - This lease contains all agreements of
the parties with respect to any matter mentioned herein, supersedes
all prior communications, negotiations, and agreements of the parties,
and may not be modified or amended except by written agreement of the
parties.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
by its duly authorized officers as of the day and year first above written.
XXXXX PETROLEUM CORPORATION, Lessor
000 Xxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxxx
By: /s/ Xxxxx Xxxxx
-------------------------- ---------------------
Witness Title: President
GOLD XXXX INC., Lessee
000 Xxxxxxxxx Xxxxxx Xxxxxxx, X.X.
Xxxx Xxxxxx Xxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Real Estate Department
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- ----------------------------
Witness Title: Vice President
CORPORATE ACKNOWLEDGEMENT
STATE OF GEORGIA )
)
COUNTY OF DEKALB )
On this 5 day of January, 1995, before me, the undersigned Notary Public, duly
commissioned, qualified and acting, within and for the said County and State,
appeared in the person the within named Xxxxx X. Xxxxxxx to me personally known,
who stated that he was the Vice President of GOLD XXXX INC., a corporation, and
was duly authorized to execute the foregoing instrument for and in the name and
behalf of said corporation, and further stated and acknowledged that he had so
signed, executed and delivered said instrument for the consideration, uses and
purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal,
this the 5 day of January, 1995.
/s/ Xxxxxxx X. Xxxx
------------------------
NOTARY PUBLIC
My commission expires: [date unclear]
STATE OF MISSISSIPPI
COUNTY OF XXXXXXX
THIS DAY PERSONALLY APPEARED before me, the undersigned authority in
and for the above named County and State, within my jurisdiction, the within
named XXXXX XXXXX, who acknowledged that he is the President, of Xxxxx Petroleum
Corporation, a Mississippi corporation, and that for and on behalf of said
corporation, and as its act and deed, he executed the above and foregoing
instrument on the day and year and for the purposes therein stated, after first
having been duly authorized by said corporation so to do.
GIVEN under my hand and official seal on this, the 5th day of January,
1995.
/s/ Xxxxx X. Xxxxxxx
------------------------
NOTARY PUBLIC
My Commission Expires: Nov. 23, 1997
EXHIBIT A
PROPERTY DESCRIPTION
EXHIBIT "A" TO LEASE FROM
XXXXX PETROLEUM CORPORATION ("LESSOR")
TO GOLD XXXX, INC. ("LESSEE")
LESSOR'S UNDIVIDED 1/2 INTEREST IN THE FOLLOWING PROPERTY:
TRACT A
DRY FERTILIZER TERMINAL (GREENVILLE)
PARCEL 1:
Commencing at a concrete monument marking the Southeast corner of
Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxxx; thence, along the South line of said Section 15, South
89(degree)16' West 2,355.69 feet; thence North 28(degree)25' West
3,039.59 feet; thence South 61(degree)35' West 49.55 feet; thence
South 29(degree)26'30" East 61.93 feet to the West right-of-way of a
public road, said point being on a circular curve having a radius of
5,661.58 feet and having a chord bearing of South 47(degree)52'52"
West from said point to the Point of Tangency of said curve, thence
along said curve to the right a distance of 390.70 feet to said Point
of Tangency, thence South 49(degree)51'06" West 673.44 feet to the
Point of Beginning of the tract herein described; thence continue
South 49(degree)51'06" West 419.17 feet; thence North 73(degree)32'05"
West 569.34 feet; thence North 16(degree)27'55" East 350.00 feet;
thence South 73(degree)32'05" East 800.00 feet to the Point of
Beginning, and containing 5.501 acres, more or less, and being located
in Section 13, Township 18 North, Range 9 West, Washington County,
Mississippi.
TOGETHER WITH THE FOLLOWING EASEMENTS:
{1} An easement for the construction and maintenance of a pipeline as
set forth in Easement Agreement recorded in Book 1660 at Page 263 of
the Land Deed Records of Washington County, Mississippi, said Easement
Agreement providing that upon completion of construction of a
pipeline, said easement shall revert to a width of 10 feet, measuring
5 feet on either side of the centerline of said pipeline, said
easement being more particularly described as follows, to-wit:
[A] An easement 25 feet in width, the centerline of which is described
as follows:
Commence at a concrete monument marking the Southeast corner of Section
00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx;
thence, along the South line of said Section 15, South 89(degree)16'
West 2,355.69 feet; thence North 28(degree)25' West 3,039.59 feet;
thence South 61(degree)35' West 49.55 feet; thence South
29(degree)26'30" East 61.93 feet to the West right-of-way of a public
road, said point being on a circular curve having a radius of 5,661.58
feet and having a chord bearing of South 47(degree)52'52" West from
said point to the Point of Tangency of said curve, thence along said
curve to the right a distance of 390.70 feet to said Point of Tangency,
thence South 49(degree)51'06" West 673.44 feet; thence continue South
49(degree)51'06" West 419.17 feet; thence North 73(degree)32'05" West
641.80 feet to the Point of Beginning of said easement centerline;
thence South 22(degree)14'48" West 759.4 feet to a point on the South
edge of the Greenville Port Terminal docking facility, and the terminus
of said easement centerline.
[B] An easement 20 feet in width, the centerline of which is described
as follows:
Commence at a concrete monument marking the Southeast corner of Section
00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx;
thence, along the South line of said Section 15, South 89(degree)16'
West 2,355.69 feet; thence North 28(degree)25' West 3,039.59 feet;
thence South 61(degree)35' West 49.55 feet; thence South
29(degree)26'30" East 61.93 feet to the West right-of-way of a public
road, said point being on a circular curve having a radius of 5,661.58
feet and having a chord bearing of South 47(degree)52'52" West from
said point to the Point of Tangency of said curve, thence along said
curve to the right a distance of 390.70 feet to said Point of Tangency,
thence South 49(degree)51'06" West 673.44 feet; thence continue South
49(degree)51'06" West 419.17 feet; thence North 73(degree)32'05" West
569.34 feet; thence North 16(degree)27'55" East 10.00 feet to the Point
of Beginning of said easement centerline; thence North 73(degree)32'05"
West 71.45 feet; thence South 22(degree)14'48" West 10.05 feet to the
terminus of said easement centerline.
{2} An easement for the construction and maintenance of underground
pilings for the foundation of facilities, as said easement is set forth
in instrument executed by the Board of Supervisors of Washington
County, Mississippi and Greenville Port Commission as grantors and
Xxxxx Petroleum Corporation as grantee, which is recorded in Book 660
at Page 258 of the Land Deed Records of Washington County, Mississippi,
said easement being over and across the following described strip of
land, to-wit:
A strip of land 15 feet wide, adjacent to and parallel with the
Northernmost boundary of the tract containing 5.501 acres, more or
less, located in Section 13, Township 18 North, Range 9 West,
Washington County, Mississippi, described hereinabove.
PARCEL 2:
Commencing at the point of beginning of the property described as
"Tract 1" in Warranty Deed dated May 27, 1988, executed by the
Greenville Port Commission in favor of Xxxxx Petroleum Corporation,
which is recorded in Book 1647, at Page 19, of the Land Deed Records of
Washington County, Mississippi, said property being hereinafter
described in this Deed and the legal descriptions of property and
easements contained herein, as "Tract 1"; thence North 73 degrees 32
minutes 05 seconds West 800.00 feet to the Point of Beginning of the
tract herein described; thence South 16 degrees 27 minutes 55 seconds
West 350.00 feet; thence North 73 degrees 32 minutes 05 seconds West
723.91 feet to the top bank of the berm of Lake Xxxxxxxx; thence,
continue North 73 degrees 32 minutes 05 seconds West to the thalweg of
said Lake Xxxxxxxx; thence northeasterly along said thalweg
approximately 450 feet; thence South 73 degrees 32 minutes 05 seconds
East to the top bank of said berm; thence, continue South 73 degrees 32
minutes 05 seconds East 433.49 feet to the Point of Beginning,
containing 4.650 acres, more or less, between the top bank of said berm
and the west line of Tract 1, together with the riparian rights
adjacent thereto, and being located in Section 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx;
LESS AND EXCEPT from the two (2) parcels described above, the following
tract or parcel of land conveyed to Xxxxx Petroleum Corporation by deed
of even date herewith executed by FarmKist Enterprises more
particularly described as follows, to-wit:
PARCEL (A) - AMMONIA TANK FARM SITE:
Commencing at a concrete monument marking the Southeast Corner of
Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxxx; thence, along the South line of said Section 15, South 89
degrees 16 minutes West 2355.69 feet; thence North 28 degrees 25
minutes West 3039.59 feet; thence South 61 degrees 35 minutes West
49.55 feet; thence South 29 degrees 26 minutes 30 seconds East 61.93
feet to the West right-of-way of a public road, said point being on a
circular curve having a radius of 5661.58 feet and having a chord
bearing of South 47 degrees 52 minutes 52 seconds West from said point
to the Point of Tangency of said curve; thence along said curve to the
right a distance of 390.70 feet to said Point of Tangency; thence South
49 degrees 51 minutes 06 seconds West 1092.61 feet to the Southeast
corner of the property described as "Tract 1" in Warranty deed dated
May 27, 1988, executed by the Greenville Port Commission in favor of
Xxxxx Petroleum Corporation, which s recorded in Book 1647, at Page 19,
of the Land Deed Records of Washington County, Mississippi, said
property being also described as the "Dry Fertilizer Terminal
(Greenville)" in that certain Deed executed by Xxxxx Petroleum
Corporation in favor of FarmKist Enterprises dated May 8, 1992, and
recorded in Book 1764, at Page 89 of said Land Deed Records, said
property being hereinafter described in this Deed and the legal
descriptions of property and easements contained herein, as "Tract 1";
thence North 73 degrees 32 minutes 05 seconds West 23.64 feet to the
Point of Beginning of the tract herein described; thence continue North
73 degrees 32 minutes 05 seconds West 169.11 feet; thence North 16
degrees 36 minutes 32 seconds East 146.98 feet; thence South 73 degrees
09 minutes 40 seconds East 168.58 feet; thence south 16 degrees 24
minutes 05 seconds West 145.88 feet to the Point of Beginning,
containing 0.57 acres, more or less, and being located in Section 13,
Township 18 North, Range 9 West, Washington County, Mississippi.
The property conveyed herein is SUBJECT TO easements granted to Xxxxx Petroleum
Corporation by deed of even date herewith executed by FarmKist Enterprises, said
easements being particularly described in said deed as follows:
(A) A perpetual right-of-way and easement twenty (20) feet in width to
install, lay, maintain, operate, repair, replace, alter, renew and
remove underground pipelines and electrical lines, cables, wires and
connections, and all necessary fixtures, equipment and appurtenances
thereto, over, through and across the following described parcel of
property, to-wit:
Commencing at the Southeast Corner of "Tract l", previously described;
thence North 73 degrees 32 minutes 05 seconds West 192.75 feet; thence
North 16 degrees 27 minutes 55 seconds East 10.0 feet to the Point of
Beginning of the centerline of a 20.0 foot wide easement; thence North
73 degrees 32 minutes 05 seconds West 458.02 feet; thence South 22
degrees 14 minutes 48 seconds West 10.05 feet to the terminus of the
present easement described.
(B) The right and easement to install, lay, maintain, operate, repair,
replace, alter, renew and remove underground pipelines on an existing
easement owned by Grantor, which existing easement is described as
follows:
An easement for the construction and maintenance of a pipeline as set
forth in Easement Agreement recorded in Book 1660 at Page 263 of the
Land Deed Records of Washington County, Mississippi, said Easement
Agreement providing that upon completion of construction of a pipeline,
said easement shall revert to a width of 10 feet, measuring 5 feet on
either side of the centerline of said pipeline, said easement being
more particularly described as follows, to-wit:
An easement 25 feet in width, the centerline of which is described as
follows:
Commence at a concrete monument marking the Southeast corner of Section
00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx;
thence, along the South line of said Section 15, South 89(degree)16'
West 2,355.69 feet; thence North 28(degree)25' West 3,039.59 feet;
thence South 61(degree)35' West 49.55 feet; thence South
29(degree)26'30" East 61.93 feet to the West right-of-way of a public
road, said point being on a circular curve having a radius of 5,661.58
feet and having a chord bearing of South 47(degree)52'52" West from
said point to the Point of Tangency of said curve, thence along said
curve to the right a distance of 390.70 feet to said Point of Tangency,
thence South 49(degree)51'06" West 673.44 feet; thence continue South
49(degree)5l'06" West 419.17 feet; thence North 73(degree)32'05" West
641.80 feet to the Point of Beginning of said easement centerline;
thence South 22(degree)14'48" West 759.4 feet to a point on the South
edge of the Greenville Port Terminal docking facility, and the terminus
of said easement centerline.
Provided, however, that the use of said easement shall be subject to
the terms and conditions set forth in the Easement Agreement recorded
in Book 1660, at Page 263 referred to above, and the installation and
maintenance of any pipelines installed by Grantee shall be performed in
such a manner that the same shall not interfere with any existing
pipelines or facilities owned by Grantor.
(C) A non-exclusive easement for the use of all existing storm sewers and
drainage easements now serving the property as described above as Tract
1, provided, however, that Grantee shall be responsible for paying any
special charges, fees or assessments which might be imposed by any
proper governing body or agency because of Grantee's use of such storm
sewers and drainage easements.
(D) A perpetual right-of-way and non-exclusive easement of ingress and
egress on, over and across the driveways and parking areas, as now
located or as the same may be hereafter located, on land owned by
Grantor adjacent to the above described property, for the purpose of
providing the Grantee herein, its successors and assigns, ingress and
egress from a public road to the above described property, and from
said property to the public road, so that trucks and vehicles of
Grantee, its customers, suppliers, employees and affiliates may have
ingress and egress to and from the above described property, except
that this easement shall not be used by retail customers of Grantee,
said ingress and egress easement being located on Grantor's property
which is more particularly described as follows, to-wit:
PARCEL 1:
Commencing at a concrete monument marking the Southeast corner of
Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxxx; thence, along the South line of said Section 15, South
89(degree)16' West 2,355.69 feet; thence North 28(degree)25' West
3,039.59 feet; thence South 6l(degree)35' West 49.55 feet; thence South
29(degree)26'30" East 61.93 feet to the West right-of-way of a public
road, said point being on a circular curve having a radius of 5,661.58
feet and having a chord bearing of South 47(degree)52'52" West from
said point to the Point of Tangency of said curve, thence along said
curve to the right a distance of 390.70 feet to said Point of Tangency,
thence South 49(degree)5l'06" West 673.44 feet to the Point of
Beginning of the tract herein described; thence continue South
49(degree)5l'06" West 419.17 feet; thence North 73(degree)32'05" West
569.34 feet; thence North 16(degree)27'55" East 350.00 feet; thence
South 73(degree)32'05" East 800.00 feet to the Point of Beginning, and
containing 5.501 acres, more or less, and being located in Section 13,
Township 18 North, Range 9 West, Washington County, Mississippi.
PARCEL 2:
Commencing at the point of beginning Tract 1, previously described;
thence North 73 degrees 32 minutes 05 seconds West 800.00 feet to the
Point of Beginning of the tract herein described; thence South 16
degrees 27 minutes 55 seconds West 350.00 feet; thence North 73 degrees
32 minutes 05 seconds West 723.91 feet to the top bank of the berm of
Lake Xxxxxxxx; thence, continue North 73 degrees 32 minutes 05 seconds
West to the thalweg of said Lake Xxxxxxxx; thence northeasterly along
said thalweg approximately 450 feet; thence South 73 degrees 32 minutes
05 seconds East to the top bank of said berm; thence, continue South 73
degrees 32 minutes 05 seconds East 433.49 feet to the Point of
Beginning, containing 4.650 acres, more or less, between the top bank
of said berm and the west line of Tract 1, together with the riparian
rights adjacent thereto, and being located in Section 13, Township 18
North, Range 9 West, Washington County, Mississippi
Provided, however, that said easement of ingress and egress shall be
used in common with Grantor, and Grantor and Grantee acknowledge and
agree that neither shall unreasonably block the easement areas with
trucks or other vehicles, or restrict the flow of traffic over and
across any part of the common use easements in such a manner that will
unreasonably interfere with the use and enjoyment thereof by either
party. Grantor shall have the right to relocate the driveways and
parking areas as it may deem necessary, provided however, that such
relocation shall not unreasonably interfere with the right of ingress
and egress herein granted to Grantee.
All of said property and easements described above being located in Section 13,
Township 18 North, Range 9 West, Washington County, Mississippi.
TRACT B - LIQUID FERTILIZER TERMINAL (GREENVILLE)
Commencing at the Northwest Corner of the Cemetery Block of Third
Addition to the City of Greenville, Washington County, Mississippi at
the Southeast corner of the intersection of Poplar and Union
rights-of-way according to a plat on file in Book K-2 at Page 1 of the
Records of said County and State; thence North 34(degree)30' East,
along the East right-of-way of Poplar Street, 416.1 feet; thence North
55(degree)30' West 66.5 feet to a concrete monument; thence North
34(degree)30' East 80.0 feet to the Point of Beginning of the tract
herein described; thence North 55(degree)30' West 220.0 feet; thence
South 34(degree)30' West 80.0 feet to the North right-of-way of Xxxx
Street; thence, along said right-of-way, North 55(degree)30' West 130.0
feet; thence North 34(degree)30' East 600.0 feet to the South
right-of-way of Belle Aire Street; thence, along said right-of-way,
South 55(degree)30' East 130.0 feet; thence South 34(degree)30' West
183.0 feet; thence South 55(degree)30' East 220.0 feet to the West
right-of-way of Poplar Street; thence, along said right-of-way, South
34(degree)30' West 337.0 feet to the Point of Beginning, containing
3.492 acres, more or less, and also being all of Xxxx 00, 00, 00 xxx
00, xxx Xxxx Xxxx of Lots 16 and 17, the North 120 feet of Lots 13 and
14, the South 17 feet of Lots 19 and 20, all in Block 12 of the Belle
Aire Addition and Xxxxx Xxxx from Belle Aire to Xxxx Street, as
recorded on a map in Book 13 at Page 10 of the Records of said County
and State.
TRACT C - LIQUID FERTILIZER TERMINAL (BELZONI)
[A] A 0.17 acre parcel of land located in the Northeast Quarter of
Section 10, Township 15 North, Range 3 West, Xxxxxxxxx County,
Mississippi, more particularly described as follows, to-wit:
Beginning at an iron pipe at the Northeast corner of Lot 6 of Xxxxxxx
Subdivision as shown in Plat Book 2, at Page 39 of the Land Records of
Xxxxxxxxx County, Mississippi; run thence South 58(degree)30' East 55.6
feet along the Easterly projected North line of said Lot 6 to an iron
post on the top edge of the Yazoo River bank; thence continue South
58(degree)30' East + 25 feet to the low-water line of said river;
thence Southerly along said low-water line of river to the intersection
of the Easterly projection of the South line of said Lot 6; thence
North 58(degree)30' West + 25 feet along said line to an iron post on
the top edge of the river bank; thence continue North 58(degree)30'
West 42.1 feet to an iron pipe at the Southeast corner of said Lot 6;
thence North 20(degree)38' East 127.28 feet along the East line of Lot
6 to the Point of Beginning, containing 0.17 acre, more or less.
[B] A parcel of land containing 0.167 acres located in Sections 3 and
10, Township 15 North, Range 3 West, Xxxxxxxxx County, Mississippi, and
being part of the former Illinois Central Gulf Railroad right-of-way,
more particularly described as follows, to-wit:
Beginning at an iron pipe at the Northwest corner of Lot 6 of Xxxxxxx
Subdivision as shown in Plat Book 2, at Page 39 of the Land Records of
Xxxxxxxxx County, Mississippi; run thence South 31(degree)30' West
72.95 feet along the West line of said Lot 6 to an iron pipe; thence
North 58(degree)30' West 100.0 feet to an iron pin on the East right of
way line of Xxx X. X. Xxxxxxx #00 Xxxx; thence North 31(degree)30' East
72.95 feet along said East right of way line of Highway #49 to an iron
pipe; thence South 58(degree)30' East 100.0 feet to the Point of
Beginning.
Being a part of former Illinois Central Gulf Railroad property which
was conveyed to Xxx. Xxxxxx Xxxx Xxxxx, et al, by deed recorded in Book
111, Page 320 of the Land Deed Records of Xxxxxxxxx County,
Mississippi.
[C] Lot Six (6) of Xxxxxxx Subdivision in Xxxxxxxxx County,
Mississippi, as per map or plat thereof on file in the office of the
Chancery Clerk of said County and State, in Plat Book 2, Page 39; and
being the same property conveyed to the Board of Supervisors of
Xxxxxxxxx County, Mississippi, by deed dated January 9, 1981, and
recorded in Book 103, Page 319, and being also the same property
conveyed by the Board of Supervisors of Xxxxxxxxx County, Mississippi,
to the undersigned grantors by deed dated July 9, 1986, and recorded in
Book 118, Page 67 of the Land Deed Records of Xxxxxxxxx County,
Mississippi.
TRACT D - LIQUID FERTILIZER TERMINAL (YAZOO COUNTY)
Beginning at an iron pin at the intersection of the North right-of-way
line of Mississippi Highway No. 49W and the East right-of-way line of
the U. S. Corps of Engineers East Levee of Yazoo River, said point
being 2900 feet South and 540 feet West of the Northeast corner of
Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx; run thence North
21(degree)18'48" East 364.87 feet along said right-of-way line of levee
to an iron pin; thence South 68(degree)41'12" East 60.0 feet along said
right-of-way line of levee to an iron pin; thence South 49(degree)00'
East 61.4 feet along the South right-of-way line of a public gravel
road to an iron pin; thence South 2l(degree)l8'48" West 367.46 feet to
an iron pin on the North right-of-way line of U. S. Xxxxxxx Xx. 00;
thence North 57(degree)30' West 120.0 feet along said right-of-way line
to the Point of Beginning, containing 1.0 acre in the East Half of East
Half of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxxx Xxxxxx,
Mississippi.
Together with an easement for the purpose of the construction,
maintenance, repair and replacement of a pipeline on, over and across
the following described property, to-wit:
A strip of land 10 feet in width lying adjacent to and North of a line
described as follows: Commencing at an iron pin at the intersection of
the North right-of-way line of Mississippi Highway No. 49W and the East
right-of-way line of the U. S. Corps of Engineers, East levee of Yazoo
River, said point being 2900 feet South and 540 feet West of the
Northeast corner of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx; run
thence South 57(degree)30' East 120.0 feet along the North right-of-
way line of U. S. Highway No. 49W to an iron pin at the Southeast
corner of a 1.0 acre lot and the Point of Beginning for the line herein
described; run thence South 57(degree)30' East 832.0 feet along said
right-of-way line to the end of Wise Brothers property and the end of
line and easement herein described, being located in Sections 29 and
30, Township 12 North, Range 2 West, Yazoo County, Mississippi.
TRACT E - FERTILIZER BRANCH (INDIANOLA)
Commence at the point where the West line of Section 28, Township 19
North, Range 4 West, Sunflower County, Mississippi, intersects the
centerline of an East-West county road that runs along the One-Quarter
Section Line; thence run East along the centerline and centerline
extended of said county road 1,036.5 feet to the East right-of-way of
U. S. Highway 49; thence South 47(degree)07' West following said East
right-of-way 433.60 feet to the Point of Beginning of the herein
described parcel of land; thence continue South 47(degree)07' West
along said right-of-way 261.0 feet; thence South 42(degree)53' East
500.0 feet; thence North 47(degree)07' East 285.16 feet to the
centerline of a ditch; thence North 45(degree)39' West following said
ditch 500.58 feet to the Point of Beginning, containing 3.16 acres,
more or less, and being situate in the Northwest Quarter of Southwest
Quarter of Section 28, Township 19 North, Range 4 West, Sunflower
County, Mississippi, subject to any existing easements thereon.
SUBJECT to that certain easement for drainage and road right-of-way
more particularly described in Warranty Deed dated October 2, 1980, and
recorded in Book J-23, Page 561.
TRACT F - VACANT LOT (WINONA)
A part of Xxxxxxxxx Xxx Xx. 00, Xxxx of the Illinois Central Railroad,
according to the map of the Town of Winona, Mississippi, made by X. X.
Xxxxxx in 1894, as the same is recorded in the office of the Chancery
Clerk of Xxxxxxxxxx County, Mississippi, at Winona, Mississippi, and
particularly described as beginning at a point in the East boundary
line of Cameron Street 200 feet South of the intersection of the East
line of Cameron Street with the South boundary line of Xxxx Xxxxx;
thence North 83(degree)10' East 100 feet; thence North 200 feet; thence
Easterly along the South boundary line of Xxxx Xxxxx 37 feet to the
West boundary line of the right-of-way line of the C & G Railroad;
thence Southeasterly along said railway right-of-way a distance of 397
feet; thence West 400 feet to the East boundary line of Cameron Street;
thence North along the East boundary line of Cameron Street a distance
of 81 feet to the Point of Beginning; subject to existing easement in
favor of C & G Railway for spur track.
TRACT G - BUNGE PARCEL (TCHULA):
A 0.74 acre tract of land located in the West One-half of the Southwest
Quarter (W1/2SW1/4) of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx l East,
Xxxxxx County, Mississippi, and being more particularly described as
follows:
From the Southwest corner of Section 8, Township 15 North, Range l
East, Xxxxxx County, Mississippi, proceed North along the west line of
said Section 8 for a distance of 1,000.60 feet to a point lying on the
centerline of the northerly rail of the northerly spur track of the
Illinois Central Gulf Railroad, as it exists of this date; Thence
proceed N 42(degree) 57' 00" E along said northerly rail of the
northerly spur track for a distance of 200.20 feet to a point; Thence
proceed N 47(degree) 03' 00" W for a distance of 10.00 feet to the
Point of Beginning of this description; From said Point of Beginning
proceed N 46(degree) 54' 46" W along the southwest property line of the
Bunge Corporation property as described in Deed Book 155, at Page 649,
for a distance of l50.00 feet to an iron pipe; Thence proceed N
42(degree) 57' 00" E for a distance of 216.00 feet to an iron pipe;
Thence proceed S 46(degree) 54' 46" E for a distance of 150.00 feet to
a point on the northern boundary line of the Illinois Central Gulf
Railroad and the southeastern boundary of the Xxxxx Corporation
property; Thence proceed S 42(degree) 57' 00" W along said northern
boundary line of the Illinois Central Gulf Railroad and the
southeastern boundary of the Bunge Corporation property for a distance
of 216.00 feet to the Point of Beginning.
Together with a non-exclusive easement of ingress and egress running
from the parcel of property described above northwardly to the Southern
boundary of U.S. Hwy. 49E, said easement being 30' in width and being
located in the East One- half of the Southeast Quarter (E1/2 SE1/4) of
Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, and the West One-Half of
the Southwest Quarter (W1/2 SW1/4) of Section 8, Township 15 North,
Range 1, East, Xxxxxx County, Mississippi, and being more particularly
described as follows:
Begin at the Southwest Corner of the above described property and
proceed N 46(degree) 54' 46" W along the southwest property line of the
Bunge Corporation for a distance of 192.48 feet to a point; Thence
proceed N 27(degree) 21' 06" W for a distance of 524.21 feet to a point
on the south right-of-way line of U.S. Highway 49E; Thence proceed N
49(degree) 57' 25" E along said south right-of-way line of U.S. Highway
49E for a distance of 30.75 feet to a point; Thence proceed S
27(degree) 21' 06" E for a distance of 525.80 feet to a point; Thence
proceed S 46(degree) 54' 46" E for a distance of 187.24 feet to a point
on the northwest line of the above described property; Thence proceed S
42(degree) 57' 00" W along said northwest line of the above described
property for a distance of 30.00 feet to the Point of Beginning.
Attached hereto as Exhibit "A" is a copy of Surveyor's Plat prepared by
Xxxxxx X. Xxxx, PE, dated May 5, 1994, which depicts the property and
easement hereby conveyed.
TRACT H - INDUSTRIAL PARK LOT (GREENWOOD)
Xxx 0 xx Xxxxx 0 xx xxx Xxxxxxxxx-Xxxxxxx Xxxxxxxxxx Xxxx as same
appears on plat thereof recorded in Map Book 6 at page 6 and 7 of the
Records of Maps of Xxxxxxx County, Mississippi.
LESS AND EXCEPT THE FOLLOWING PARCEL:
That certain tract or parcel of land in Xxx 0 xx Xxxxx 0 xx xxx
Xxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxx as same appears on plat thereof
recorded in Map Book 6 at Page 6 and 7 of the Records of Maps of
Xxxxxxx County, Mississippi, more particularly described by metes and
bounds as follows, to-wit:
Beginning at an iron pin on the Northwest corner of Xxx 0 xx Xxxxx 0 xx
xxx Xxxxxxxxx-Xxxxxxx Xxxxxxxxxx Xxxx and the right-of-way line of
Xxxxxxx Street; thence run South 30 degrees 15 minutes 50 seconds East
for 50.07 feet to a point, thence run along a curve with a 100 feet
radius for 104.13 feet to a point on the right-of-way line of Sycamore
Street, thence run Easterly along the right-of-way line of Sycamore
Street for 114.68 feet to a point, thence run Northwesterly along a
curve with a 300 foot radius for 247.26 feet to a point on the North
boundary line of Xxx 0, xxxxxx xxx Xxxxx 00 degrees 44 minutes 10
seconds West along the boundary of Lot 1 for 7.04 feet to the Point of
Beginning, containing 0.09 acres, more or less.
TRACT K - TANK SITE (VAIDEN)
Part of the SE1/4 of Section 23, T 17 N, R 5 E, Second Judicial
District, Xxxxxxx County, Mississippi described as follows: Beginning
at the NE corner of the SE1/4 of said Section 23 and measure thence
West 1408.0 feet to a stake on the East right-of-way of State Highway
#51; thence measure along said East right-of-way S 20(degree)00' E
602.0 feet and N 20(degree)00' W 92.10 feet; thence measure N
66(degree)30' E 64.30 feet to the Point of Beginning of the parcel of
land herein described and from this POINT OF BEGINNING run thence N
66(degree)30' E 152.55 feet; thence N 19(degree)30' W 107.70 feet;
thence S 71(degree)00' W 42.0 feet; thence S l8(degree)10' E 35.75
feet; thence S 46(degree)22' W 123.65 feet; thence S 25(degree)40' E
32.60 feet to the Point of Beginning and containing 0.25 acres, more or
less.
Together with the following described Easements for ingress and egress:
A non-exclusive easement of ingress and egress on, over, across and
through land owned by Grantor, adjacent to the above described
property, for the purpose of providing the Grantee herein, its
successors and assigns, ingress and egress from a public road to the
above described property, and from said property to the public road, so
that trucks and vehicles of Grantee, its customers, suppliers,
employees and affiliates may have ingress and egress to and from the
above-described property, said easements being located on the Grantor's
property which is more particularly described as follows, to- wit:
Beginning at a point at the SW corner of the above described property
and from this POINT OF BEGINNING run thence N 66(degree)30' E 60.0
feet; thence S 20(degree)00' E 40.0 feet; thence S 66(degree)30' W
124.30 feet to a point on the Eastern right-of-way of State Highway
#51; thence N 20(degree)00' W along said Eastern right of way 40.00
feet; thence N 66(degree)30'E 64.30 feet to the Point of Beginning.
AND ALSO: Beginning at a point at the SW corner of the above described
property and from this POINT OF BEGINNING run thence N 25(degree)40' W
32.60 feet; thence N 20(degree)00' W 87.30 feet; thence N 71(degree)00'
E 23.18 feet; thence S 20(degree) 00' E 76.75 feet; thence N
46(degree)22' E 48.58 feet; thence N 20(degree) 00' W 58.58 feet;
thence N 71(degree)00' E 93.33 feet; thence N 19(degree)30' W 20.0
feet; thence S 71(degree)00' W 217.59 feet to a point on the Eastern
right-of-way of State Highway #51; thence S 20(degree)00' E 40.0 feet;
thence N 71(degree)00' E 24.26 feet; thence S 20(degree)00' E 122.82
feet; thence N 66(degree)30' E 40.0 feet to the Point of Beginning.
EXHIBIT B
[Schedule of Farmkist Fixed Assets @ 12/31/94: omitted]
EXHIBIT C
Buyout Residual
Date Payment Value Reduction Payment#
--------- --------- ------------ --------- --------
2,596,289.25
01/05/95 30,081.00 2,583,516.85 12,772.40 1
02/05/95 30,081.00 2,570,659.30 12,857.55 2
03/05/95 30,081.00 2,557,716.03 12,943.27 3
04/05/95 30,081.00 2,544,686.47 13,029.56 4
05/05/95 30,081.00 2,531,570.05 13,116.42 5
06/05/95 30,081.00 2,518,366.19 13,203.86 6
--------- ---------
180,485.98 77,923.06
07/05/95 30,081.00 2,505,074.30 13,291.89 7
08/05/95 30,081.00 2,491,693.80 13,380.50 8
09/05/95 30,081.00 2,478,224.09 13,469.71 9
10/05/95 30,081.00 2,464,664.59 13,559.50 10
11/05/95 30,081.00 2,451,014.69 13,649.90 11
12/05/95 30,081.00 2,437,273.79 13,740.90 12
01/05/96 30,081.00. 2,423,441.28 13,832.51 13
02/05/96 30,081.00 2,409,516.56 13,924.72 14
03/05/96 30,081.00 2,395,499.01 14,017.55 15
04/05/96 30,081.00 2,381,388.00 14,111.00 16
05/05/96 30,081.00 2,367,182.93 14,205.08 17
06/05/96 30,081.00 2,352,883.15 14,299.78 18
--------- ---------
360,971.97 165,483.04
07/05/96 30,081.00 2,338,488.04 14,395.11 19
08/05/96 30,081.00 2,323,996.96 14,491.08 20
09/05/96 30,081.00 2,309,409.28 14,587.68 21
10/05/96 30,081.00 2,294,724.34 14,684.94 22
11/05/96 30,081.00 2,279,941.51 14,782.83 23
12/05/96 30,081.00 2,265,060.12 14,881.39 24
01/05/97 30,081.00 2,250,079.53 14,980.60 25
02/05/97 30,081.00 2,234,999.06 15,080.47 26
03/05/97 30,081.00 2,219,818.06 15,181.00 27
04/05/97 30,081.00 2,204,535.85 15,282.21 28
05/05/97 30,081.00 2,189,151.75 15,384.09 29
06/05/97 30,081.00 2,173,665.10 15,486.65 30
--------- ---------
360,971.97 179,218.05
07/05/97 30,081.00 2,158,075.21 15,589.90 31
08/05/97 30,081.00 2,142,381.38 15,693.83 32
09/05/97 30,081.00 2,126,582.92 15,798.45 33
10/05/97 30,081.00 2,110,679.14 15,903.78 34
11/05/97 30,081.00 2,094,669.34 16,009.80 35
12/05/97 30,081.00 2,078,552.81 16,116.53 36
01/05/98 30,081.00 2,062,328.83 16,223.98 37
02/05/98 30,081.00 2,045,996.69 16,332.14 38
03/05/98 30,081.00 2,029,555.67 16,441.02 39
04/05/98 30,081.00 2,013,005.05 16,550.63 40
05/05/98 30,081.00 1,996,344.08 16,660.96 41
06/05/98 30,081.00 1,979,572.05 16,772.04 42
--------- ---------
360,971.97 194,093.06
07/05/98 30,081.00 1,962,688.19 16,883.85 43
08/05/98 30,081.00 1,945,691.79 16,996.41 44
09/05/98 30,081.00 1,928,582.07 17,109.72 45
10/05/98 30,081.00 1,911,358.28 17,223.78 46
11/05/98 30,081.00 1,894,019.68 17,338.61 47
12/05/98 30,081.00 1,876,565.48 17,454.20 48
01/05/99 30,081.00 1,858,994.92 17,570.56 49
02/05/99 30,081.00 1,841,307.22 17,687.70 50
03/05/99 30,081.00 1,823,501.60 17,805.62 51
04/05/99 30,081.00 1,805,577.28 17,924.32 52
05/05/99 30,081.00 1,787,533.47 18,043.82 53
06/05/99 30,081.00 1,769,369.36 18,164.11 54
--------- ---------
360,971.97 210,202.69
07/05/99 30,081.00 1,751,084.16 18,285.20 55
08/05/99 30,081.00 1,732,677.06 18,407.10 56
09/05/99 30,081.00 1,714,147.24 18,529.82 57
10/05/99 30,081.00 1,695,493.89 18,653.35 58
11/05/99 30,081.00 1,676,716.19 18,777.70 59
12/05/99 30,081.00 1,657,813.30 18,902.89 60
01/05/00 30,081.00 1,638,784.39 19,028.91 61
02/05/00 30,081.00 1,619,628.62 19,155.77 62
03/05/00 30,081.00 1,600,345.15 19,283.47 63
04/05/00 30,081.00 1,580,933.12 19,412.03 64
05/05/00 30,081.00 1,561,391.67 19,541.44 65
06/05/00 30,081.00 1,541,719.96 19,671.72 66
--------- ---------
360,971.97 227,649.40
07/05/00 30,081.00 1,521,917.09 19,802.86 67
08/05/00 30,081.00 1,501,982.21 19,934.88 68
09/05/00 30,081.00 1,481,914.43 20,067.78 69
10/05/00 30,081.00 1,461,712.86 20,201.57 70
11/05/00 30,081.00 1,441,376.61 20,336.24 71
12/05/00 30,081.00 1,420,904.79 20,471.82 72
01/05/01 30,081.00 1,400,296.50 20,608.30 73
02/05/01 30,081.00 1,379,550.81 20,745.69 74
03/05/01 30,081.00 1,358,666.82 20,883.99 75
04/05/01 30,081.00 1,337,643.60 21,023.22 76
05/05/01 30,081.00 1,316,480.23 21,163.37 77
06/05/01 30,081.00 1,295,175.76 21,304.46 78
--------- ---------
360,971.97 246,544.19
07/05/01 30,081.00 1,273,729.27 21,446.49 79
08/05/01 30,081.00 1,252,139.80 21,589.47 80
09/05/01 30,081.00 1,230,406.40 21,733.40 81
10/05/01 30,081.00 1,208,528.12 21,878.29 82
11/05/01 30,081.00 1,186,503.97 22,024.14 83
12/05/01 30,081.00 1,164,333.00 22,170.97 84
01/05/02 30,081.00 1,142,014.23 22,318.78 85
02/05/02 30,081.00 1,119,546.66 22,467.57 86
03/05/02 30,081.00 1,096,929.30 22,617.35 87
04/05/02 30,081.00 1,074,161.17 22,768.14 88
05/05/02 30,081.00 1,051,241.25 22,919.92 89
06/05/02 30,081.00 1,028,168.52 23,072.72 90
--------- ---------
360,971.97 267,007.24
07/05/02 30,081.00 1,004,941.98 23,226.54 91
08/05/02 30,081.00 981,560.60 23,381.38 92
09/05/02 30,081.00 958,023.34 23,537.26 93
10/05/02 30,081.00 934,329.17 23,694.17 94
11/05/02 30,081.00 910,477.03 23,852.14 95
12/05/02 30,081.00 886,465.88 24,011.15 96
01/05/03 30,081.00 862,294.65 24,171.22 97
02/05/03 30,081.00 837,962.29 24,332.37 98
03/05/03 30,081.00 813,467.71 24,494.58 99
04/05/03 30,081.00 788,809.83 24,657.88 100
05/05/03 30,081.00 763,987.56 24,822.26 101
06/05/03 30,081.00 738,999.82 24,987.75 102
--------- ---------
360,971.97 289,168.71
07/05/03 30,081.00 713,845.48 25,154.33 103
08/05/03 30,081.00 688,523.46 25,322.03 104
09/05/03 30,081.00 663,032.62 25,490.84 105
10/05/03 30,081.00 637,371.84 25,660.78 106
11/05/03 30,081.00 611,539.98 25,831.85 107
12/05/03 30,081.00 585,535.92 26,004.06 108
01/05/04 30,081.00 559,358.50 26,177.42 109
02/05/04 30,081.00 533,006.56 26,351.94 110
03/05/04 30,081.00 506,478.94 26,527.62 111
04/05/04 30,081.00 479,774.47 26,704.47 112
05/05/04 30,081.00 452,891.96 26,882.50 113
06/05/04 30,081.00 425,830.25 27,061.72 114
--------- ---------
360,971.97 313,169.57
07/05/04 30,081.00 398,588.12 27,242.13 115
08/05/04 30,081.00 371,164.38 27,423.74 116
09/05/04 30,081.00 343,557.81 27,606.57 117
10/05/04 30,081.00 315,767.20 27,790.61 118
11/05/04 30,081.00 287,791.31 27,975.88 119
12/05/04 289,709.92 0.00 287,791.31 120
---------- ----------
440,114.91 425,830.25
