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LEASE AGREEMENT, DATED MARCH 31, 1999

Lease Agreement

LEASE AGREEMENT, DATED MARCH 31, 1999 | Document Parties: Wise Metals Group LLC | REYNOLDS METALS COMPANY | WISE ALLOYS LLC You are currently viewing:
This Lease Agreement involves

Wise Metals Group LLC | REYNOLDS METALS COMPANY | WISE ALLOYS LLC

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Title: LEASE AGREEMENT, DATED MARCH 31, 1999
Governing Law: Alabama     Date: 7/23/2004

LEASE AGREEMENT, DATED MARCH 31, 1999, Parties: wise metals group llc , reynolds metals company , wise alloys llc
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Exhibit 10.23

 

LEASE AGREEMENT

(Locomotive Shed and Maintenance Building)

 

This Lease 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 lease to Buyer and Buyer has agreed to lease from Reynolds the locomotive shed and the maintenance building located at the site of Reynolds’ Listerhill reduction plant, as are more specifically described in the Asset Purchase Agreement.

 

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

 

ARTICLE I

DEMISED PREMISES/ACCESS

 

1.1 Premises . 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, the locomotive shed and the maintenance building located at the site of Reynolds’ Listerhill reduction plant (the “Reduction Plant Property”) as is more particularly described in Exhibit A attached hereto and incorporated herein (collectively the “Premises”). The Premises shall be deemed to include the land and improvements located thereon together with any and all interests, rights, privileges, and easements appurtenant thereto.

 

1.2 Use . The Premises shall be used and occupied only for use as a locomotive shed and maintenance building in connection with Buyer’s operation of the Plants.

 

1.3 Condition of Premises . Buyer shall accept the Premises “AS IS” on the Commencement Date (defined below). Reynolds makes no warranty, express or implied, regarding the condition of the Premises or the suitability of the Premises for Buyer’s use.

 

1.4 Access . Reynolds hereby grants to Buyer, for the term of this Lease, a non-exclusive easement for pedestrian and vehicular ingress to and egress from the Premises through the Reduction Plant Property main gate entrance located on Second Street and over the existing internal gravel road leading from Second Street to the Premises (the “Entrance Road”). Reynolds shall have the right, exercisable at any time and from time to time, to relocate the Entrance Road. In the event that Reynolds relocates the Entrance Road, Reynolds shall either permit Buyer to use the Entrance Road, as relocated, or provide Buyer with suitable alternative access to the Premises.


ARTICLE II

RENT

 

2.1 Base Rent . Buyer shall pay to Reynolds as base rent for the Premises 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 Premises, including without limitation, utilities, 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 operating the Plants or any one of them or (ii) sells, transfers or assigns this Lease or the Plants or any one of them without the prior consent of Reynolds, which consent shall not be unreasonably withheld.

 

ARTICLE IV

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 Premises for the term hereby granted without molestation or disturbance by or from Reynolds.

 

ARTICLE V

BUYER’S RIGHTS AND OBLIGATIONS

 

5.1 Buyer Compliance With Laws . Buyer warrants that its use of the Premises and the Entrance Road shall not violate any federal, state or local law, ordinance, order, rule, regulation, or any other applicable law affecting the Premises 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 Premises or the Entrance Road or permit the Premises or the Entrance Road to be used in any manner that would tend to create waste or nuisance.

 

5.3 Maintenance and Repair . Buyer shall, at its own cost and expense, keep in good order, condition, and repair the structural and non-structural portions of the Premises, including, without limitation, the foundation, floor, roof, all plumbing, electrical, heating, ventilating, and air conditioning equipment, all fixtures, exterior and interior walls, ceilings, windows, doors and plate glass.

 

5.4 Utilities . Buyer shall pay any and all charges for water, gas, heat, light, power, telephone and other utilities supplied to the Premises, together with any taxes thereon.

 

5.5 Alterations . Buyer shall be permitted to make non-structural alterations, improvements, or additions in or about the internal portions of the Premises without obtaining Reynolds’ prior consent. All alterations, improvements or additions installed or erected by Buyer on or about the Premises shall remain the property of Buyer and shall, at the request of Reynolds, be removed by Buyer upon the expiration or earlier termination of this Lease. Buyer shall not make any alterations, improvements or additions to the external or structural portions of the Premises without the prior written consent of Reynolds, which consent shall not be unreasonably withheld.

 

ARTICLE VI

ENVIRONMENTAL MATTERS

 

Buyer represents, warrants and covenants that it (i) shall not use the Premises 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 Premises or the Entrance Road which is reportable to a local, state or federal regulatory authority. For releases deemed by the 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 shall pay prior to delinquency all real property taxes assessed against the Premises. Reynolds shall invoice Buyer for Buyer’s share of the taxes assessed against the tax parcel that includes the Premises based upon the percentage that the square footage of the Premises bears to the total square footage of such tax parcel. Buyer shall reimburse Reynolds within 30 days of the date of Reynolds’ invoice.

 

3


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 Premises.

 

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 Premises 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 Premises 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 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 carried under a “blanket” policy or policies covering other properties or liabilities.

 

ARTICLE VIII

INDEMNIFICATION OF REYNOLDS

 

8.1 Indemnity . Buyer shall indemnify and save Reynolds and any agent, beneficiary, contractor, director, employee, lessor, officer, parent, partner, shareholder or trustee of Reynolds (each an “Indemnified Party”) harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including, without limitation, engineers’, architects’ and attorneys’ fees and disbursements (collectively, “Claims”), which may be imposed upon or incurred by or asserted against any Indemnified Party by reason of any of the following occurring during or after (but attributable to a period of time falling within) the term hereof; provided, however, that the indemnification obligations set forth herein shall not apply to the extent that the Claim is caused by the act or omission, since the Commencement Date, of the Indemnified Party:

 

(a) any work or thing done in, on or about the Premises or any part thereof;

 

(b) any use, non-use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Premises or any part thereof;

 

(c) any act or failure to act on the part of Buyer or of its officers, agents, employees or licensees;

 

(d) any accident, injury (including death at any time resulting therefrom) or damage to any person or property occurring in, on or about the Premises or any part thereof;

 

4


(e) any failure on the part of Buyer to pay rent, or to perform or comply with any of the covenant


 
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