Exhibit 10.20
GROUND LEASE
AGREEMENT
(Sewage Treatment
Plant)
This Ground Lease Agreement is
entered into as of March 31, 1999 by REYNOLDS METALS COMPANY
(“Reynolds”) and WISE ALLOYS LLC
(“Buyer”).
RECITALS
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1.
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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.
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2.
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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 sewage treatment plant (“the
Sewage Treatment Plant”) located at the site of
Reynolds’ Smelter Technology Laboratory facilities, as is
more specifically described in the Asset Purchase
Agreement.
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3.
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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 Sewage Treatment Plant is situated.
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4.
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Reynolds will
continue operations at certain facilities in Colbert County,
Alabama not sold to Buyer (the “Reynolds Real
Property”).
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5.
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Buyer has
agreed to provide, at no charge to Reynolds, sewage treatment
services to the Reynolds Real Property.
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THEREFORE, for valuable
consideration, receipt of which is acknowledged, Reynolds and Buyer
agree as follows:
ARTICLE I
DEMISED STP
PROPERTY/USE
1.1 STP 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 Sewage Treatment Plant is situated as is more particularly
[described/depicted] in Exhibit A attached hereto and incorporated
herein (the “STP Property”).
1.2 Use .
The STP Property shall be used and
occupied only for the ownership, operation, maintenance, repair and
replacement of the Sewage Treatment Plant. Except as is necessary
for the ownership, operation, maintenance, repair and replacement
of the Sewage Treatment Plant, Buyer shall not construct any
permanent improvement on the STP 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 Sewage Treatment Plant and
any other improvements on the STP 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 STP
Property shall remain the property of Buyer regardless of the
termination or expiration of this Lease. Buyer may remove from the
STP 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 STP 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 Sewage Treatment 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 sewage treatment 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 sewage
treatment services (at no expense to Reynolds); provided that
sewage treatment service is limited to that required to support the
Smelter Laboratory.
1.5 Access .
Reynolds hereby grants and conveys
unto Buyer, for the term of this Lease (a) a non-exclusive
leasehold easement for pedestrian and vehicular ingress to and
egress from the STP Property over the existing gravel road located
on the south side of Second Street that runs along the east side of
the Smelter Laboratory (the “Entrance Road”); and (b) a
non-exclusive leasehold easement across, over and under such
portions of the STP Property as are reasonably necessary for the
maintenance and operation of the existing natural gas, propane,
fuel oil, and electricity lines (collectively, the “Utility
Lines”), if any, necessary to operate the Sewage Treatment
Plant. Reynolds shall have the right, exercisable at any time and
from time to time, to relocate the Entrance Road and the Utility
Lines. In the event that Reynolds relocates the Entrance Road or
the Utility Lines, Reynolds shall either permit Buyer to use the
Entrance Road and the Utility Lines, as relocated, or provide Buyer
with suitable alternative access to the STP Property and suitable
alternative easements.
ARTICLE II
RENT
2.1 Base Rent .
Buyer shall pay to Reynolds as base
rent for the STP 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.
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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 STP 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 sewage treatment
services as required by section 1.4 of this Lease, (ii) ceases to
operate the Sewage Treatment Plant or (iii) sells, transfers or
assigns this Lease or the Sewage Treatment 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 Employment
. 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 STP 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 STP. Reynolds makes no representation or
warranty, and expressly disclaims any representation or warranty
with respect to the condition, value or quality of the Premises and
the Premises are leased to Buyer “AS IS” AND
“WHERE IS.”
ARTICLE V
BUYER’S RIGHTS AND
OBLIGATIONS
5.1 Buyer Compliance With
Laws . Buyer warrants
that its use of the STP Property and the Entrance Road and
operation of the Sewage Treatment Plant shall not violate any
federal, state or local law, ordinance, order, rule, regulation, or
any other applicable law affecting the STP 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.
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5.2 Waste and Nuisance
. Buyer warrants that it
shall not use the STP Property or the Entrance Road or permit the
STP 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 STP 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 STP 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 to Reynolds.
ARTICLE VII
TAXES AND
INSURANCE
7.1 Real Property Taxes
. Reynolds shall pay
prior to delinquency all real property taxes assessed against the
STP Property and the improvements constituting the Sewage Treatment
Plant. Reynolds shall invoice Buyer for 100% of the taxes assessed
against the improvements constituting the Sewage Treatment Plant
and for Buyer’s share of the taxes assessed against the tax
parcel that includes the STP Property based upon the percentage
that the square footage of the STP Property bears to the total
square footage of such tax parcel. Buyer shall reimburse Reynolds
within 30 days of the date of the invoice.
7.2 Personal Property
Taxes . Buyer shall
pay prior to delinquency all taxes assessed against and levied upon
its equipment and all other personal property located at the STP
Property.
7.3 Insurance .
Buyer shall, at its expense, obtain
and keep in force during the term of this Lease, commercial general
liability insurance with a combined single limit of not less than
$5,000,000 per occurrence for bodily injury (including death) and
property damage, insuring both Reynolds and Buyer against liability
arising out of Buyer’s use or occupancy of the STP Property
and the Entrance Road. In addition, Buyer shall, at its expense,
obtain and keep in force during the term of this Lease, a policy or
policies of insurance covering loss or damage to the Sewage
Treatment Plant providing protection against all perils included
within the classification of fire, lightning, all risk and extended
coverage.
7.4 Insurance Certificates
. All such policies of
insurance required under section 7.3 shall designate Reynolds as an
additional insured. Buyer shall deliver to Reynolds certificates
of
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insurance for the insurance required under
section 7.3 on the Commencement Date. Such policies shall not be
cancelable or subject to reduction in coverage without 30 days
prior written notice to Reynolds. Buyer shall, within a reasonable
time prior to the expiration of such policies, furnish Reynolds
with certificates of insurance evidencing renewal thereof. Such
insurance may be c
