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EXHIBIT 10.24
[XXXXXX ABSTRACT COMPANY, INC. LETTERHEAD]
STATE OF ALABAMA )
COUNTY OF XXXXXX )
LEASE AGREEMENT dated as of the first day of October, 1965, between
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF DECATUR, a public corporation
and instrumentality under the laws of the State of Alabama (the "Board"), and
FRUEHAUF CORPORATION, a corporation organized and existing under THE LAWS OF
THE State of Michigan, and authorized to do business in the State of Alabama
(the "Company").
R E C I T A L S
The Board, contemporaneously with and in reliance upon the execution
and delivery by the Company of this Lease Agreement, has issued $3,660,000
principal amount of its Industrial Revenue Bonds dated October 1, 1965 (the
"Bonds") under a Mortgage and Indenture of Trust dated as of October 1, 1965,
from the Board to the State National Bank of Alabama, Decatur, Alabama, as
Trustee (the "Mortgage") and has pledged and assigned under the Mortgage this
Lease Agreement and the rents payable hereunder to the payment of the principal
of and interest on the Bonds. A copy of the Mortgage Is attached hereto as
Exhibit A
NOW, THEREFORE, THIS AGREEMENT
W I T N E S S E T H:
That in consideration of the respective agreements on the part of the
Board and the Company hereinafter contained, the Board does hereby lease to the
Company and the Company does hereby rent from the Board, for and during the
Primary Term hereinafter referred to and upon and subject to the terms and
conditions hereinafter specified, the following described real property
situated in Xxxxxx County, Alabama (the said real property being herein called
the "Leased Realty"):
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15.783 acres constituting all of Xxxxx Xx. 00 being in Sections 13 and
14, Township 5, Range 5 West, said tract being according to the Subdivision of
the X. X. Xxxxxx Farm as surveyed and platted by X. X. Xxxx, Surveyor, as shown
by map or plat of said Subdivision filed in the Probate Office of Xxxxxx County,
Alabama, March 3, 1928, in Plat Book at page 62; less and except that part of
Tract No. 13 described as follows, to-wit: beginning at a point on the Southerly
right of way line of Alabama Xxxxxxx Xx. 00, which is 41.5 feet East of a point
30 feet South of the Northeast corner of Section 14, Township 5 South, Range 5
West, and running thence South 0 degrees 54 minutes West 230 feet; thence North
89 degrees 06 minutes West 68 feet; thence South 0 degrees 54 minutes West 70
feet; thence South 89 degrees 06 minutes East 68 feet; thence South 0 degrees 54
minutes West 122 feet; thence North 89 degrees 06 minutes West 60 feet; thence
South 0 degrees 54 minutes West 60 feet; thence South 89 degrees 06 minutes East
60 feet; thence South 0 degrees 54 minutes West 1122.04 feet; thence South 76
degrees 49 minutes West 341.76 feet; thence North 0 degrees 57 minutes East
1139.77 feet; thence South 89 degrees 03 minutes East 69 feet; thence North 0
degrees 57 minutes East 125 feet; thence South 89 degrees 03 minutes East 151
feet; thence North 0 degrees 57 minutes East 422.70 feet to a point on the South
margin of Alabama Xxxxxxx Xx. 00; thence South 89 degrees 03 minutes East along
the South margin of Alabama Highway No. 20, 110 feet to the point of beginning,
also
9.36 acres known as Tract No. 14 in Section 14, Township 5, Range 5
West, said Tract 14 being according to the aforesaid subdivision, also
9.35 acres known as Tract No. 15 in Section 14, Township 5, Range 5
West, said Tract 15 being according to the aforesaid subdivision.
Subject, however, to (1) the right of way over the South 30 feet
thereof, as provided in the deed from X.X. Xxxxxx to X.X. Xxxxxxxx, dated March
1, 1928, and recorded in Deed Book 356, page 328, in the Probate Office of
Xxxxxx County, Alabama, (2) any rights which may still exist under the condition
respecting the drainage system, as set forth in said deed from X.X. Xxxxxx to
X.X. Xxxxxxxx dated March 1, 1928, and (3) that certain Mortgage and Indenture
of Trust by and between the City of Decatur (the "City") and the First National
bank of Montgomery, Montgomery, Alabama (the "First of Montgomery"), dated as of
August 1, 1957 (the "1957 Mortgage"), recorded in the office of the Judge of
Probate in Mortgage Book 589, at pages 41, et seq., under which the City of
Decatur has heretofore issued and there are now outstanding $1,600,000 principal
amount of its First Mortgage Industrial Development Revenue Bonds dated August
1, 1957 (the "1957 Bonds");
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together with the existing buildings, and improvements on the Leased Realty
and the machinery and equipment more particularly described on Exhibit B
attached hereto (the "Leased Equipment") and all additional buildings,
improvements, machinery and equipment acquired from the proceeds of the sale of
the Bonds (the Leased Realty, Leased Equipment, buildings and improvements as
they may at any time exist, being herein together called the "Project").
This Lease is made, however, upon and subject to the following terms
and conditions, to each of which the Board and the Company hereby agree:
ARTICLE I
Section 1.1 The Board, out of the proceeds derived from the sale of
the Bonds, has (a) deposited in the Bond and Interest Fund established under
the Mortgage the amount received as accrued interest from the sale of the
Bonds, (b) paid to the City for the transfer by the City to the Board of the
Leased Realty and the buildings, improvements, machinery and equipment thereon
a sum which when invested in certificates of deposit as provided in the Trust
Agreement referred to in Section 1.2 herein, will produce funds which, together
with the amount in the Bond and Interest Fund established under the 1957
Mortgage, are estimated to be sufficient to pay the principal of and interest
on the 1957 Bonds as the same become due and payable, (c) paid the acceptance
fee of the Trustee under the Mortgage and (d) deposited the balance of the
proceeds in the Construction Fund established under the Mortgage.
Section 1.2 The 1957 Lease. The Parties hereto recognize the matters
set forth in this section and in view thereof have provided and do hereby agree
as herein set forth. The Leased Realty and the buildings, machinery and
equipment purchased by
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the City from the proceeds of the sale of the 1957 Bonds and transferred by the
City to the Board as aforesaid, are now leased by the City to the Company
under Lease Agreement dated August 1, 1957 (the "1957 Lease"), under which 1957
Lease the Company has agreed to pay basic rentals in amounts sufficient to
provide for the payment of the principal of and interest on the 1957 Bonds.
The 1957 Lease and the rentals payable thereunder are pledged under the 1957
mortgage to the payment of the principal of and interest on the 1957 Bonds.
Subject to conditions and restrictions, etc.
IN WITNESS WHEREOF, the Board and the Company have caused this Lease
Agreement to be executed in their respective corporate names, have caused their
respective corporate seals to be hereunto affixed, and have caused this Lease
Agreement to be attested, all by their duly authorized officers.
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF DECATUR
By /s/ X. X. XXXXX
---------------------------------------
Chairman of its Board of Directors
[S E A L]
Attest:
/s/ [ILLEGIBLE]
----------------------------
Its Secretary
FRUEHAUF CORPORATION
By /s/ XXXXXX X. XXXXX
---------------------------------------
Its VICE PRESIDENT
[S E A L]
Attest:
/s/ [ILLEGIBLE]
---------------------------------
Its SECRETARY
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STATE OF ALABAMA )
) ss.
COUNTY OF XXXXXX )
I, the undersigned Notary Public in and for said County in said State,
hereby certify that X. X. Xxxxx whose name as Chairman of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF DECATUR, a public corporation and
instrumentality under the laws of Alabama, is signed to the foregoing
instrument and who is known to me, acknowledged before me on this day that,
being informed of the contents of the within instrument, he as such officer and
with full authority, executed the same voluntarily for and as the act of said
public corporation and instrumentality.
Given under my hand and official seal of office this 21st day of June,
1965.
/s/ XXXX X. XXXXXXX
--------------------------------------------
Notary Public
NOTARIAL SEAL
My Commission expires: 0-0-00
XXXXX XX XXXXXXXX )
) ss.
COUNTY OF XXXXX )
I, the undersigned Notary Public in and for said County in said State,
hereby certify that Xxxxxx X. Xxxxx, whose name as Vice President of FRUEHAUF
CORPORATION, organized under the laws of the State of Michigan, is signed to the
foregoing instrument and who is known to me, acknowledged before me on this day
that, being informed of the contents of the within instrument, he as such
officer and with full authority, executed the same voluntarily for and as the
act of said company.
Given under my hand and official seal of office this 17th day of
January, 1966.
/s/ XXXXX X. XXXXXXXXX
------------------------------------------
Notary Public
Xxxxx X. Xxxxxxxxx
Notary Public, Macomb County, Mich.
Acting in Xxxxx County, Michigan
My Commission Expires Jan. 28, 1968
NOTARIAL SEAL
My commission expires:
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EXHIBIT A
To this lease agreement is the mortgage and indenture trust dated
October 1, 1965 which has been recorded in the office of the Judge of Probate of
Xxxxxx County in mortgage
book 763 pages 239 et. seq.
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EXHIBIT B
TO LEASE AGREEMENT DATED AS OF
OCTOBER 1, 1965, BETWEEN THE
INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF DECATUR, AND
FRUEHAUF CORPORATION
Furnaces
(a) Two (2) 50,000 lb. Xxxxxxxxx & Xxxxxx aluminum melting furnaces with
associated log casting equipment.
(b) One (1) 155,000 lb. Xxxxxx log homogenizing furnace.
Extrusion Presses
(a) One (1) 1,400 ton Xxxxxx Xxxxxxxx extrusion press with a 25 ton
hydraulic stretcher, a 7" Magnethermic induction billet heater and
other related accessories and equipment.
(b) One (1) 2,200 ton Xxxxxx Xxxxxxxx extrusion press with a 60 ton
hydraulic stretcher, a 9" Magnethermic billet heater and other related
accessories and equipment.
(c) One (1) 2,200 ton Xxxxxx Xxxxxxxx extrusion press with a 100 ton
hydraulic stretcher, a 5" x 14" Magnethermic billet induction billet
heater and other related accessories and equipment.
(d) One (1) 3,500 ton Xxxxxx Xxxxxxxx extrusion press with a 200 ton
hydraulic stretcher, a Grance gas fired billet heater and other related
accessories and equipment.
Extrusion Paint Facility
one (1) complete semi-automatic paint finishing system for cleaning and
painting aluminum extrusions. System includes, chemical pretreatment stages,
dryoff oven, two (2) paint booths, paint bake oven, electrostatic painting
equipment, powered conveyor, and related controls and accessories.
Fabrication Equipment
Various press brakes, contour correcting machines, straightening machines,
aging ovens, punch presses, Radial saws, welders and other lesser equipment for
fabricating aluminum extrusions into finished trailer parts.
Tool Room and Maintenance Equipment
One (1) Elox electric discharge type die making machine.
One (1) Xxxxxxxx die heat treat equipment.
Various lathes, drill presses, milling machines, grinders, shapers and related
miscellaneous equipment utilized in fabricating tools and dies in support of the
production departments.
[STAMP]
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THIS AMENDATORY LEASE AGREEMENT dated as of August 15, 1978, by and
between The Industrial Development Board of the City of Decatur, a public
corporation and instrumentality under the laws of the State of Alabama (the
"Board") and Fruehauf Corporation, a corporation organized and existing under
the laws of the State of Michigan and authorized to do business in the State of
Alabama (the "Company").
R E C I T A L S:
The Board, as Lessor, and the Company, as Lessee, have heretofore
entered into that certain Lease Agreement dated as of August 1, 1965 (the "Lease
Agreement"), which Lease Agreement is recorded in the office of the Judge of
Probate of Xxxxxx County in Volume 763, pages 300 et seq. The Lease Agreement
was heretofore pledged and assigned and the Leased Realty, as therein defined,
mortgaged by the Board under a Mortgage and Indenture of Trust dated as of
October 1, 1965 (the "Mortgage") by and between the Board and Central Bank of
Alabama, N.A., (formerly the State National Bank of Alabama) as Trustee, which
Mortgage is recorded in the office of the Judge of Probate of Xxxxxx County in
Volume 763, pages 239 et seq.
All documents necessary to effect a release of the real property
hereinafter described from the provisions of the Lease Agreement as required by
Section 9.5 of the Lease Agreement and from the lien of the Mortgage as
required by Section 21 of the Mortgage have heretofore been executed and filed
and the Trustee has executed a release dated August 15, 1978, releasing said
real property from the lien of the Mortgage, which release is recorded in the
office of the Judge of Probate of Xxxxxx County in Volume 994, pages 625 et
seq.
The parties hereto desire to evidence their consent to the release of
said real property from the provisions of the Lease Agreement.
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants and provisions of the parties hereto the parties do hereby covenant,
agree and provide as follows:
1. The Lease Agreement in hereby amended by eliminating from the
Leased Realty, as therein defined and described, the following described
property:
Beginning at the Northeast corner of Section 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx, Xxxxxx Xxxxxx, Xxxxxxx, and run thence S 0 degrees 54'W
(Magnetic Bearing) along the east boundary of Section 14 a distance of
30.00 feet to a point on the south right of way margin of Alabama
Xxxxxxx Xx. 00; thence N 89 degrees 03'W along the south right of way
margin of Alabama Xxxxxxx Xx. 00 a distance of 67.4 feet to a point;
thence N 89 degrees 08'W along the south right of way margin of Alabama
Xxxxxxx Xx. 00 a distance of 572.02 feet to a point; thence S 0 degrees
54'W a distance of 1023.75 feet to the true point of beginning of the
tract herein described; thence from the true point of beginning run S
89 degrees 06'E a distance of 195.00 feet to a point; thence N 0
degrees 54'E a distance of 12.00 feet to a point; thence S 89 degrees
06'E a distance of 32.00 feet to a point; thence S 0 degrees 54'W a
distance of 24.00 feet to a point; thence N 89 degrees 06'W a distance
of 15.00 feet to a point; thence S 0 degrees 54'W a distance of 150.00
feet to a point; thence N 89 degrees 06'W a distance of 10.00 feet to a
point; thence S 0 degrees 54'W a distance of 305.00 feet to a point;
thence N 89 degrees 06'W a distance of 380.00 feet to a point; thence N
0 degrees 54'E a distance of 467.00 feet to a point; thence S 89
degrees 06'E a distance of 178.00 feet to the true point of beginning,
lying and being within the NE 1/4 of Section 14, Township 5 South,
Range 5 West, Xxxxxx County, Alabama and containing 4.1241 acres, more
or less, subject, however, to (1) the right of way over the South 30
feet thereof, as provided in the deed from X.X. Xxxxxx to X.X.
Xxxxxxxx, dated March 1, 1928, and recorded in Deed Book 356, Page 328,
in the Probate Office of Xxxxxx County, Alabama, and (2) any rights
which may still exist under the condition respecting the drainage
system, as set forth in said deed from X.X. Xxxxxx to X. X. Xxxxxxxx
dated March 1, 1928, together with (i) the right to connect and join
any building, structure or improvement that may be constructed on the
above described real property with existing structures, facilities and
improvements adjacent to or abutting said real property, and (ii) the
right to tie into existing utilities situated on property adjacent to
or abutting said real property.
Also an easement for access, ingress and egress across a portion of
Tracts 14 and 15, according to the Map of Property belonging to X.X.
Xxxxxx, as recorded in the Xxxxxx County Probate Office in Plat Book
1, at Page 62, and being more particularly described as follows:
Beginning at the northeast corner of Section 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx, Xxxxxx Xxxxxx, Xxxxxxx, and run
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thence S 0 degrees 54'W along the east boundary of said Section 14, a
distance of 30.00 feet to a point on the south right of way margin of
Alabama Xxxxxxx Xx. 00; thence N 89 degrees 3'W along the south right
of way margin of Alabama Xxxxxxx Xx. 00 a distance of 67.4 feet to a
point; thence N 89 degrees 08'W along the south right of way margin of
Alabama Xxxxxxx Xx. 00 a distance of 921.10 feet to the true point of
beginning of the tract herein described; thence from the true point of
beginning continue N 89 degrees 08'W along the south right of way
margin of Alabama Highway 20 a distance of 50.00 feet to an iron pipe
on the northwest corner of Tract 15; thence S 0 degrees 54'W along the
west boundary of Tract 15 a distance of 1490.52 feet to a point; thence
S 89 degrees 06'E a distance of 221.08 feet to a point on the west
boundary of the real estate described for Fruehauf - 1978 Extrusion
Expansion; thence N 0 degrees 54'E along the west boundary of said real
estate a distance of 50.00 feet to a point; thence N 89 degrees 06'W a
distance of 171.08 feet to a point; thence N 0 degrees 54'E a distance
of 1440.55 feet to the true point of beginning, lying and being within
the NE 1/4 of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxxxx Xxxxxx
Alabama, and containing 1.9073 acres, more or less.
2. The above described property is hereby released from the provisions
of the Lease Agreement.
3. The Company does hereby covenant and agree that the aforesaid
release shall not affect the liability or obligation of the Company for the
payment of Basic Rent in amounts and at the times provided in the Lease
Agreement, and that there shall be no abatement or adjustment in the Basic Rent
by reason of the release of such realty and the obligation and liability of the
Company shall continue in all respects as provided in the Lease Agreement,
excluding, however, the property so released.
4. The provisions of the Lease Agreement as hereby amended are in all
respects hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the Board and the Company have caused this
Amendatory Lease Agreement to be executed in their respective corporate names,
have caused their respective corporate seals to be hereunto affixed, and have
caused this Amendatory Lease Agreement to be attested by their duly authorized
officers.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF DECATUR
BY /s/ X.X. XXXXXXX, XX.
--------------------------------------------
Chairman of the Board of Directors
[S E A L]
Attest: /s/ [ILLEGIBLE]
----------------------------
Secretary
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FRUEHAUF CORPORATION
By /s/ Xxxxx X. Xxxxx Xx.
------------------------------------
Its Vice President
------------------------------------
[SEAL]
Attest /s/ [Illegible]
------------------------------------
Its Secretary
------------------------------------
STATE OF ALABAMA )
COUNTY OF XXXXXX )
I, the undersigned Notary Public in and for said County in said State,
hereby certify that X.X. Xxxxxxx, Xx., whose name as Chairman of The Industrial
Development Board of the City of Decatur, a public corporation and
instrumentality under the laws of Alabama, is signed to the foregoing instrument
and who is known to me, acknowledged before me on this day that, being informed
of the contents of the within instrument, he as such officer and with full
authority, executed the same voluntarily for and as the act of said public
corporation and instrumentality.
Given under my hand and official seal of office this 24th day of
August, 1978.
/s/ Xxxx X. Xxxxxxx
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Notary Public
[SEAL]
NOTARIAL SEAL
My commission expires: 10-17-78
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STATE OF )
COUNTY OF )
I, the undersigned Notary Public in and for said County in said State,
hereby certify that Xxxxx X. Xxxxx Xx., whose name as Vice President of
Fruehauf Corporation, organized under the laws of the State of Michigan, is
signed to the foregoing instrument and who is known to me,
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acknowledged before me on this day that, being informed of the contents of the
within instrument, he as such officer and with full authority, executed the
same voluntarily for and as the act of said company.
Given under my hand and official seal of office this 28th day of
August, 1978.
/s/ [ILLEGIBLE]
--------------------
Notary Public
[NOTARIAL SEAL]
My commission expires: September 2, 1981
