BILL OF SALE. ASSIGNMENT AND ASSUMPTION OF CONTRACTS (Booneville, Mississippi)
▇▇▇▇
OF SALE. ASSIGNMENT AND ASSUMPTION
OF
CONTRACTS
(Booneville,
Mississippi)
THIS
▇▇▇▇
OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “▇▇▇▇
of Sale”)
is made
as of the ___ day of March, 2008, by and between WOLVERINE
TUBE, INC.,
a
Delaware corporation (“Assignor”),
and
ANIKA
AND ASSOCIATES, INC.,
a
Michigan corporation (“Assignee”).
W
I T N E S S E T H:
For
good
and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor
hereby sells, transfers, assigns and conveys to Assignee the
following:
(a) All
right, title and interest of Assignor in and to all tangible personal property
(“Personalty”)
set
located on, and used in connection with the management, maintenance or operation
of that certain land and improvements located in the County of ▇▇▇▇▇▇▇▇, State
of Mississippi as more particularly described in Exhibit
A hereto
and made a part hereof (“Real
Property”);
LESS
AND EXCEPT THEREFROM those items of personal property set out on Exhibit
B
hereto
and made a part hereof.
(b)
To
the
extent assignable, all right, title and interest of Assignor in and to those
certain contracts set forth on Exhibit
C
hereto
and made a part hereof, and all warranties, guaranties, indemnities and claims
(including, without limitation, for workmanship, materials and performance)
and
which exist or may hereafter exist against any contractor, subcontractor,
manufacturer or supplier or laborer or other services relating thereto
(collectively, the “Contracts”).
(c)
All
right, title and interest of Assignor in and to those agreements set forth
on
Exhibit
D
hereto
and made a part hereof (the “License
Agreements”).
2.
This
▇▇▇▇
of Sale is given pursuant to that certain Purchase and Sale Agreement (as
amended, the “Purchase
Agreement”)
dated
as of January 31, 2008, between Assignor and Assignee, providing for, among
other things, the conveyance of the Personalty, the License Agreements and
the
Contracts.
3.
As
set
forth in the Purchase Agreement, which is hereby incorporated by reference
as if
herein set out in full and except as set forth herein, the property conveyed
hereunder is conveyed by Assignor and accepted by Assignee AS
IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR
IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS PURCHASE
AGREEMENT.
4.
Assignee
hereby accepts the assignment of the Personalty, the Contracts and the License
Agreements and agrees to assume and discharge, in accordance with the terms
thereof all of the obligations thereunder from and after the date hereof,.
Additionally, but without limiting the generality of the foregoing, Assignee
agrees to assume and discharge all costs and expenses incurred with respect
to
License Agreements and License Agreement renewals and extensions executed
subsequent to the Effective Date of the Purchase Agreement. Assignee agrees
to
indemnify and hold harmless Assignor from any cost, liability, damage or expense
(including attorneys’ fees) arising out of or relating to Assignee’s failure to
perform any of the foregoing obligations.
5.
Assignor
agrees to indemnify and hold harmless Assignee from any cost, liability, damage
or expense (including attorneys’ fees) arising out of or relating to Assignor’s
failure to perform any of the obligations of Assignor under the Contracts or
License Agreements, to the extent accruing prior to the date
hereof.
6.
This
▇▇▇▇
of Sale may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this ▇▇▇▇ of Sale as of the
date first above written:
|
WOLVERINE
TUBE, INC.,
|
|
|
a
Delaware corporation
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
ASSIGNEE:
|
|
|
ANIKA
AND ASSOCIATES, INC.,
|
|
|
a
Michigan corporation
|
|
|
By:
|
|
|
Name:
|
|
| STATE OF ALABAMA | § |
| § | |
| COUNTY OF MADISON | § |
This
instrument was acknowledged before me on March ,
2008,
by ,
of Wolverine Tube, Inc., a Delaware corporation, on behalf of said
corporation.
Notary
Public, State of
| STATE OF MICHIGAN | § |
| § | |
| COUNTY OF | § |
This
instrument was acknowledged before me on March
2008, by
,
of Anika
and Associates, Inc., a Michigan corporation, on behalf of said
corporation.
Notary
Public, State of
EXHIBIT
A
Description
of Real Property
EXHIBIT
B
Personal
Property Excluded from Personalty
One-SMR
VMR 75 pilger mill, with controls, runout, feed table, and all lubrication,
hydraulics, controls and electrics.
One_two
stand Schumag cascade drawing machine, complete with uncoiler, recoiler,
controls, hydraulics, electrics, and miscellaneous support equipment, including
but not limited to pointers, length compensator, etc.
One-Bronx
straightener, with tables, controls, and support equipment.
Two-84”
ITAM drawblocks, complete with hydraulics, electrics, controls, pointers,
platforms, electrics, basket carousel, and miscellaneous support
equipment.
All
spare
parts for any and all of the above machinery.
All
copper tube production equipment, in crates or loose, as removed from the
Booneville production process or in storage from our Jackson Tennessee
plant.
All
electric panels and motor control centers associated with the above
equipment.
One
oily
water separator unit, complete, in the small building behind the main Booneville
plant.
One-Nitrogen
supply system, complete, leased from and owned by Air Products.
Miscellaneous
office furniture, including but not limited to desks, chairs, and
computers.
Miscellaneous
shop and maintenance support equipment, including a small lathe, workbenches,
shelves and racking in the Southeast corner of the plant, generally called
the
parts or supply crib.
Any
and
all contractor or supplier owned equipment.
Any
and
all leased or rented equipment.
Any
and
all forklifts.
All
downstream electrics.
EXHIBIT
C
Contracts
Assigned
EXHIBIT
D
License
Agreements
NONE.