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EXHIBIT 10.27
STATE OF ALABAMA )
:
COUNTY OF XXXXXX )
THIS AGREEMENT entered into 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 Decatur Aluminum Corp., a Delaware
corporation (the "Company") on this 23rd day of September, 1998:
RECITALS
The Board and Fruehauf Trailer Company, a Michigan corporation ("Fruehauf
Trailer") have heretofore entered into a Lease Agreement dated as of May 1, 1963
(the "1963 Lease") which is recorded in the Office of the Judge of Probate of
Xxxxxx County, Alabama, in Book 709, Page 630, et. seq., pursuant to which the
Board has leased to Fruehauf Trailer certain premises described and referred to
therein, together with all improvements thereon, including the buildings,
machinery and equipment and all other items of real or personal property
referred to collectively in the 1963 Lease as the "Project" (the "1963
Project"). The 1963 Lease was supplemented by a Supplemental Lease Agreement
dated June 12, 1964, and recorded in said Probate Office in Book 732, Page 645.
The initial term of the 1963 Lease expired on April 30, 1983, and the Company,
as the successor in interest to Fruehauf Trailer under the 1963 Lease, is
currently leasing the 1963 Project from the Board pursuant to a renewal term
which expires on April 30, 2003, said extension being evidenced by a certain
agreement dated as of April 30, 1983, and recorded in said Probate Office in
Book 1097, Page 593.
The Board and Fruehauf Corporation, a Michigan corporation ("Fruehauf
Corporation") have heretofore entered into a Lease Agreement dated as of May 1,
1964 (the "1964 Lease") which is rendered in the Office of the Judge of Probate
of Xxxxxx County, Alabama, in Book 727, Page 797, et. seq., pursuant to which
the Board has leased to Fruehauf Corporation certain premises described and
referred to in the 1964 Lease, together with all improvements thereon, including
the buildings, machinery and equipment and all other items of real or personal
property referred to collectively in the 1964 Lease as the "Project" (the "1964
Project"). The initial term of the 1964 Lease expired on April 30, 1984, and the
Company, as the successor in interest to Fruehauf Corporation under the 1964
Lease, is currently leasing the 1964 Project from the Board pursuant to a
renewal option which expires on April 30, 2004, said extension being evidenced
by a certain agreement dated as of April 30, 1984, and recorded in said Probate
Office in Book 1113, Page 160.
The Board and Fruehauf Corporation have also entered into a Lease Agreement
dated as of October 1, 1965 (the "1965 Lease") which is recorded in the Office
of the Judge of Probate of Xxxxxx County, Alabama, in Book 763, Page 300, et.
seq., pursuant to which the Board leased the premises described and referred to
in the 1965 Lease, together with all improvements thereon, including the
buildings, machinery and equipment and all other items of real or personal
property referred to collectively in the 1965 Lease as "the Project" (the "1965
Project"). The 1965 Lease was amended by an agreement dated August 15, 1978,
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and recorded in said Probate Office in Book 995, Page 653. The 1965 Lease
expired on September 30, 1985, and the Company, as the successor in interest to
Fruehauf Corporation under the 1965 Lease, is currently leasing the 1965 Project
from the Board pursuant to a renewal term which expires on September 30, 2005.
The Board and Fruehauf Corporation have also entered into a Lease Agreement
dated as of December 1, 1978 (the "1978 Lease") which is recorded in the Office
of the Judge of Probate of Xxxxxx County, Alabama, in Book 1003, Page 788, et.
seq., pursuant to which the Board has leased to Fruehauf Corporation certain
premises described and referred to in the 1978 Lease, together with all
improvements thereon, including the buildings, machinery and equipment and all
other items of real or personal property referred to collectively in the 1978
Lease as "the Project" (the "1978 Project"). The initial term of the 1978 Lease
has expired, and the Company, as the successor in interest to Fruehauf
Corporation under the 1978 Lease, is currently leasing the 1978 Project from the
Board pursuant to a renewal term which expires on November 30, 2018.
The Board and the Company desire to enter into this Agreement to confirm
the rights of the Company to acquire from the Board the 1963 Project, the 1964
Project, the 1965 Project and the 1978 Project.
NOW, THEREFORE, in consideration of the payment by the Company to the Board
of $1.00 and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Board and the Company do hereby agree as
follows:
Section 1. OPTION TO PURCHASE 1963 PROJECT. The Board hereby agrees that
the Company shall have the option, at any time during which it is not in default
under the 1963 Lease, on written notice to the Board of its election to exercise
such option, to purchase the 1963 Project for the sum of $30,000; provided,
however, that the purchase option hereby granted shall become null and void and
of no effect if not exercised by the Company by written notice served on the
Board by delivery to the President or Secretary of the Board, in person or by
registered mail, on or before 12:00 noon, on April 30, 2003. In the event of the
exercise of such option, the 1963 Project shall be conveyed to the Company, or
its nominee, by proper deed of conveyance, without special covenants of
warranty, and if such option is exercised prior to the expiration of the renewal
term of the 1963 Lease, no further rental shall be payable for the unexpired
portion of the said renewal term.
Section 2. OPTION TO PURCHASE 1964 PROJECT. The Board hereby agrees that
the Company shall have the option, at any time during which it is not in default
under the 1964 Lease, on written notice to the Board of its election to exercise
such option, to purchase the 1964 Project for the sum of $1,000; provided,
however, that the purchase option hereby granted shall become null and void and
of no effect if not exercised by the Company by written notice served on the
Board by delivery to the President or Secretary of the Board, in person or by
registered mail, on or before 12:00 noon, on April 30, 2004. In the event of the
exercise of such option, the 1964 Project shall be conveyed to the Company, or
its nominee, by proper deed of conveyance, without special covenants of
warranty, and if such option is exercised prior to the expiration of the renewal
term of the 1964 Lease, no further rental shall be payable for the unexpired
portion of the said renewal term.
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Section 3. OPTION TO PURCHASE 1965 PROJECT. The Board hereby agrees that
the Company shall have the option, at any time during which it is not in default
under the 1965 Lease, on written notice to the Board of its election to exercise
such option, to purchase the 1965 Project for the sum of $65,000; provided,
however, that the purchase option hereby granted shall become null and void and
of no effect if not exercised by the Company by written notice served on the
Board by delivery to the President or Secretary of the Board, in person or by
registered mail, on or before 12:00 noon, on September 30, 2005. In the event of
the exercise of such option, the 1965 Project shall be conveyed to the Company,
or its nominee, by proper deed of conveyance, without special covenants of
warranty, and if such option is exercised prior to the expiration of the renewal
term of the 1965 Lease, no further rental shall be payable for the unexpired
portion of the said renewal term.
Section 4. OPTION TO PURCHASE 1978 PROJECT. The Board hereby agrees that
the Company shall have the option, at any time during which it is not in default
under the 1978 Lease, on written notice to the Board of its election to exercise
such option, to purchase the 1978 Project for the sum of $1.00; provided,
however, that the purchase option hereby granted shall become null and void and
of no effect if not exercised by the Company by written notice served on the
Board by delivery to the President or Secretary of the Board, in person or by
registered mail, on or before 12:00 noon, on November 30, 2018. In the event of
the exercise of such option, the 1978 Project shall be conveyed to the Company,
or its nominee, by proper deed of conveyance, without special covenants of
warranty, and if such option is exercised prior to the expiration of the renewal
term of the 1978 Lease, no further rental shall be payable for the unexpired
portion of the said renewal term.
Section 5. RATIFICATION OF 1963 LEASE, 1964 LEASE, 1965 LEASE AND 1978
LEASE. The Board and the Company do hereby ratify and confirm that the 1963
Lease, the 1964 Lease, the 1965 Lease and the 1978 Lease, as amended, are in
full force and effect.
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IN WITNESS WHEREOF, the Board and the Company have caused this agreement to
be executed in their respective corporate names and have caused their respective
corporate seals to be hereunto affixed and have caused this agreement to be
attested by their duly authorized officers and have caused this agreement to be
dated as of the date above first written.
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF DECATUR
By /s/ X. X. XXXXXXX, XX.
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X. X. Xxxxxxx, Xx.
Its Chairman of the Board of Directors
Attest:
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Its Secretary
DECATUR ALUMINUM CORP.
By /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Its VICE PRESIDENT
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Attest:
/s/ XXXXXXXX X. XXXXXX
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Its
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STATE OF ALABAMA )
:
COUNTY OF XXXXXX )
I, the undersigned, a notary public in and for said county in said state,
hereby certify that X. X. Xxxxxxx, Xx., whose name as Chairman of the Board of
Directors of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF DECATUR, an Alabama
corporation, 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 said
instrument, he/she, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation.
Given under my hand and official seal this 23rd day of September, 1998.
/s/ XXXX X. XXXXXXX
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Notary Public
[NOTARIAL SEAL] My commission expires: June 22, 2002
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STATE OF TEXAS )
:
COUNTY OF XXXXXX )
I, the undersigned, a notary public in and for said county in said state,
hereby certify that Xxxxx X. Xxxxx, whose name as Vice President of DECATUR
ALUMINUM CORP., a Delaware corporation, 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 said instrument, he/she, as such officer and with full
authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal this 9th day of October, 1998.
/s/ XXXXXXX XXXXXXX
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Notary Public
[NOTARIAL SEAL] My commission expires: April 30, 2001
This Instrument Prepared By:
P. Xxxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx Xxxx & White LLP
0000 Xxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
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