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Ground Lease Agreement (drinking Water Plant), Dated March 31, 1999

This is an actual contract by Wise Metals Group.

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Sectors: Metals and Mining
Governing Law: Virginia , View Virginia State Laws
Effective Date: March 31, 1999
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Exhibit 10.21


GROUND LEASE AGREEMENT

(Drinking Water Plant)


This Ground Lease Agreement is entered into as of March 31, 1999 by REYNOLDS METALS COMPANY (" Reynolds" ) and WISE ALLOYS LLC (" Buyer" ).


RECITALS

1. This Lease is being executed and delivered in accordance with Section 7.4 of the Asset Purchase Agreement, dated December 30, 1998 (the " Asset Purchase Agreement" ), by and among Reynolds, Southern Reclamation Company, Inc., Reynolds Aluminum Partners and Buyer. Unless otherwise defined in this Lease, all capitalized terms shall have the meanings given to them in the Asset Purchase Agreement.

2. Pursuant to the terms of the Asset Purchase Agreement, Reynolds has agreed to sell to Buyer and Buyer has agreed to purchase the buildings, fixtures and equipment constituting the drinking water plant (" the Drinking Water Plant" ) located at the site of Reynolds' Listerhill reduction plant, as is more specifically described in the Asset Purchase Agreement. 3. Pursuant to the Asset Purchase Agreement, Reynolds has agreed to lease to Buyer and Buyer has agreed to lease from Reynolds the real property upon which the Drinking Water Plant is situated.

4. Reynolds will continue operations at certain facilities in Colbert County, Alabama not sold to Buyer (the " Reynolds Real Property" ). 5. Buyer has agreed to provide, at no charge to Reynolds, drinking water services to the Reynolds Real Property.

THEREFORE, for valuable consideration, receipt of which is acknowledged, Reynolds and Buyer agree as follows:


ARTICLE I


DEMISED DWP PROPERTY/USE

1.1 DWP Property . Reynolds hereby leases to Buyer and Buyer leases from Reynolds for the term, at the rental, and upon all of the conditions set forth herein that certain real property located in Colbert County, Alabama upon which the Drinking Water Plant is situated as is more particularly [described/depicted] in Exhibit A attached hereto and incorporated herein (the " DWP Property" ).

1.2 Use . The DWP Property shall be used and occupied only for the ownership, operation, maintenance, repair and replacement of the Drinking Water Plant for the purpose of providing drinking water to the Alloys Plant, the Alabama Reclamation Plant and to Reynolds under the terms of this Lease. Except as is necessary for the ownership, operation, maintenance,

repair and replacement of the Drinking Water Plant, Buyer shall not construct any permanent improvement on the DWP Property without the prior written consent of Reynolds, which consent shall not be unreasonably withheld.

1.3 Improvements/Personal Property .

(a) Upon the termination or expiration of this Lease, title to the Drinking Water Plant and any other improvements on the DWP Property shall be deemed to be and become part of the realty and the sole and absolute property of Reynolds as of the expiration or termination of this Lease and shall be surrendered to Reynolds at that time, free and clear of all liens of mortgages, deeds of trust, liens of mechanics, laborers or materialmen and all other liens or encumbrances.


(b) All personal property on the DWP Property shall remain the property of Buyer regardless of the termination or expiration of this Lease. Buyer may remove from the DWP Property all such personal property within thirty (30) business days after the termination or expiration of this Lease and shall repair at its sole cost and expense, any damage to the DWP Property caused by such removal. Any personal property not removed by the aforesaid date shall be deemed abandoned and may be used or disposed of by Reynolds without compensation to Buyer.


1.4 Drinking Water Service to Reynolds . Beginning on the Commencement Date, Buyer shall, at no charge to Reynolds, provide Reynolds' Smelter Technology Laboratory facilities [described/depicted] in Exhibit B attached hereto and incorporated herein (the " Smelter Laboratory" ) with drinking water services at substantially the same rate and level as such services were being provided immediately prior to the Commencement Date. Reynolds shall have the right, from time to time, to increase its demand for drinking water services (at no expense to Reynolds); provided that drinking water service is limited to that required to support the Smelter Laboratory.

1.5 Access . Reynolds hereby grants to Buyer, for the term of this Lease (a) a non-exclusive leasehold easement for pedestrian and vehicular ingress to and egress from the DWP Property through Reynolds' former Listerhill reduction plant (the " Reduction Plant Property" ) main gate entrance located on Second Street and over the existing internal gravel road leading from Second Street to the DWP Property (the " Entrance Road" ) and (b) a non-exclusive leasehold easement across, over and under such portions of the Reduction Plant Property as are reasonably necessary for access to and maintenance of the fiber optic cable lines from outfall 004 to the Drinking Water Plant (the " Cables" ). Reynolds shall have the right, exercisable at any time and from time to time, to relocate the Entrance Road and the Cables. In the event that Reynolds relocates the Entrance Road and/or the Cables, Reynolds shall either permit Buyer to use the Entrance Road and/or Cables, as relocated, or provide Buyer with suitable alternative access to the DWP Property and the Cables. Buyer shall take all actions as may reasonably be required to prevent trespassers from entering on to the DWP Property.


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ARTICLE II


RENT

2.1 Base Rent . Buyer shall pay to Reynolds as base rent for the DWP Property the sum of $10.00 per year subject to the adjustments, if any, set forth below. The first base rent payment shall be due and payable on the Commencement Date (defined below). Each subsequent base rent payment shall be due and payable annually on the anniversary of the Commencement Date. Rent shall be paid to Reynolds Metals Company at 6601 West Broad Street, Richmond, Virginia 22320, Attn: Real Estate Department, or at such other address as may be specified in written notice to Buyer.


2.2 Additional Rent . The parties intend this to be an absolute net lease. In addition to the Base Rent set forth above, Buyer shall pay as " additional rent" any and all charges applicable to the DWP Property, including without limitation, real property taxes and insurance as more fully set forth below, and any other costs, fees, expenses or other charges whether or not contemplated by the parties as of the Commencement Date.


ARTICLE III


TERM/TERMINATION


3.1 Term . The term of this Lease shall commence on March 31, 1999 (the " Commencement Date" ), and shall end ninety-nine (99) years thereafter on March 30, 2098 (the " Expiration Date" ).

3.2 Termination . Notwithstanding section 3.1, Reynolds may terminate this Lease prior to the Expiration Date in the event that Buyer (i) ceases to provide the drinking water services as required by section 1.4 of this Lease, (ii) ceases to operate the Drinking Water Plant or (iii) sells, transfers or assigns this Lease or the Drinking Water Plant without the prior consent of Reynolds. In the event this Lease is terminated pursuant to this section 3.2, the provisions of section 1.3 shall apply.

ARTICLE IV

REYNOLDS OBLIGATIONS

4.1 Quiet Enjoyment . If, and as long as, Buyer shall faithfully perform the agreements, terms, covenants and conditions hereof, Buyer shall and may (subject, however, to the provisions, reservations, terms and conditions of this Lease) peaceably and quietly have, hold and enjoy the DWP Property for the term hereby granted without molestation or disturbance by or from Reynolds.


4.2 No Representations By Reynolds . Buyer acknowledges that Reynolds makes no representations or warranties in respect of the DWP Property. Reynolds makes no representation or warranty, and expressly disclaims any representation or warranty with respect to the condition, value or quality of the DWP Property and the DWP Property is leased to Buyer " AS IS" AND " WHERE IS."


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ARTICLE V


BUYER' S RIGHTS AND OBLIGATIONS

5.1 Buyer Compliance With Laws . Buyer warrants that its use of the DWP Property and the Entrance Road and operation of the Drinking Water Plant shall not violate any federal, state or local law, ordinance, order, rule, regulation, or any other applicable law affecting the DWP Property or the Entrance Road. Buyer may contest the application to Buyer or the validity of, any applicable law, provided that Buyer shall fully indemnify and hold Reynolds harmless from and against the consequences of any such contest.

5.2 Waste and Nuisance . Buyer warrants that it shall not use the DWP Property or the Entrance Road or permit the DWP Property or the Entrance Road to be used in any manner that would tend to create waste or nuisance.


ARTICLE VI


ENVIRONMENTAL MATTERS


Buyer represents, warrants and covenants that it (i) shall not use the DWP Property or the Entrance Road for the storage, generation, transportation, processing, handling or disposal of any Hazardous Materials in violation of any Environmental Law or Environmental Permit, (ii) not cause or in any way, directly or indirectly, contribute to any condition that is or may be characterized by any federal, state or local government or agency as an actual or potential threat or endangerment to the environment, (iii) shall comply strictly with all applicable Environmental Laws, (iv) immediately notify Reynolds of any notice of violation, noncompliance or other written communication by any governmental authority or others of any violation of any Environmental Law and (v) immediately inform Reynolds if Buyer becomes aware of or causes a release of Hazardous Materials on the DWP Property or the Entrance Road which is reportable to a local, state or federal regulatory authority. For releases deemed by Buyer as not reportable, copies of any documentation relating to such release shall be maintained by Buyer and made available for review by Reynolds upon request.

ARTICLE VII


TAXES AND INSURANCE


7.1 Real Property Taxes . Reynolds sha
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