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EXHIBIT 10.13
ASSIGNMENT AND CONSENT AGREEMENT
STATE OF MISSISSIPPI )
) KNOW ALL PERSONS BY THESE PRESENTS THAT:
COUNTY OF MADISON )
This ASSIGNMENT AND CONSENT AGREEMENT (the "Assignment") is made as of
the 28th day of August, 1996, by and between UNR INDUSTRIES, INC., UNR -
▇▇▇▇▇▇▇ DIVISION, a Delaware corporation (herein called "Assignor") and ▇▇▇▇▇▇▇
TUBE COMPANY, INC., a Delaware corporation and wholly owned subsidiary of Chase
Brass Industries, Inc. (herein called "Assignee").
W I T N E S S E T H:
WHEREAS, Assignor has entered into that certain Lease Agreement dated
August 29, 1985 (herein called the "Lease"), between Assignor, as lessee, and
Madison County Economic Development Authority (formerly known as Industrial
Development Authority of Madison County), an agency of Madison County,
Mississippi, as lessor (herein called "Lessor"), whereby Assignor leased that
certain real property and improvements located in Madison County, Mississippi,
as further described on Exhibit "A" attached hereto and incorporated herein for
all purposes (the "Premises"); and
WHEREAS, pursuant to the terms of that certain Sale and Purchase
Agreement dated May 15, 1996 (the "Agreement"), by and among Chase Brass
Industries, Inc., a Delaware corporation, UNR Industries, Inc., a Delaware
corporation and ▇▇▇▇▇▇▇ Structural Tubing Co., a Delaware corporation, Assignor
now desires to assign the Lease to Assignee, and Assignee desires to accept
such assignment.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby ASSIGN,
TRANSFER, SET OVER, CONVEY AND DELIVER unto Assignee, its successors and
assigns, all of the rights, powers, privileges and interests of Assignor in and
to the Lease, upon the following terms and conditions:
1. Assignee accepts this assignment and expressly assumes and
agrees to perform and fulfill all the terms, covenants, conditions and
obligations required by Assignor as lessee under the Lease, including, without
limitation, the making of all payments due to or payable on behalf of Lessor
when due and payable, to the extent that such payments, liabilities and
obligations relate to periods on or after the effective date hereof.
2. This Assignment shall become effective upon the later of (i)
August 30, 1996, or (ii) the date that the closing contemplated under the
Agreement occurs.
3. This Assignment shall be binding on and inure to the benefit
of the parties hereto and their successors and assigns.
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4. This Assignment may be executed in a number of identical
counterparts, each of which for all purposes is to be deemed an original, and
all of which constitute collectively, one Assignment; but in making proof of
this Assignment, it shall not be necessary to produce or account for more than
one such counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the date first above written.
ASSIGNOR:
UNR INDUSTRIES, INC.,
UNR - ▇▇▇▇▇▇▇ DIVISION,
a Delaware corporation
By: /s/ T.H. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
ASSIGNEE:
▇▇▇▇▇▇▇ TUBE COMPANY, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer and
Vice President
STATE OF ILLINOIS )
)
COUNTY OF ▇▇▇▇ )
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this 30th day of August, 1996, within my
jurisdiction, the within named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, who acknowledged that he is
the President and Chief Executive Officer of UNR INDUSTRIES, INC., UNR -
▇▇▇▇▇▇▇ DIVISION, a Delaware corporation, and that for and on behalf of the
said corporation, and as its act and deed, he executed the above and foregoing
instrument, after first having been duly authorized by said corporation so to
do.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Notary Public
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇
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My Commission Expires: 10/16/98
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STATE OF ILLINOIS )
)
COUNTY OF ▇▇▇▇ )
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this 30th day of August, 1996, within my
jurisdiction, the within named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who acknowledged that he is
the Chief Executive Officer/Vice President of ▇▇▇▇▇▇▇ TUBE COMPANY, INC., a
Delaware corporation, and that for and on behalf of the said corporation, and
as its act and deed, he executed the above and foregoing instrument, after
first having been duly authorized by said corporation so to do.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Notary Public
Printed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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My Commission Expires: 3/2/97
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CONSENT OF LESSOR
The undersigned is the Lessor in the Lease described in this
Assignment. Lessor hereby consents to the assignment of the Lease to ▇▇▇▇▇▇▇
TUBE COMPANY, INC., a Delaware corporation, upon the terms and conditions
described above and waives no rights under the terms of the Lease as to the
Assignor or the Assignee.
IN WITNESS WHEREOF, the Lessor has executed this Assignment as of the
28th day of August, 1996.
LESSOR:
MADISON COUNTY ECONOMIC
DEVELOPMENT AUTHORITY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
STATE OF MISSISSIPPI )
)
COUNTY OF MADISON )
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this 28th day of August, 1996, within my
jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who acknowledged that he is the
President of MADISON COUNTY ECONOMIC DEVELOPMENT AUTHORITY, an authority
organized under the laws of the State of Mississippi, and that for and on
behalf of the said authority, and as its act and deed he executed the above and
foregoing instrument, after first having been duly authorized by said authority
so to do.
/s/ ▇▇▇ ▇▇▇
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Notary Public
Printed Name: ▇▇▇ ▇▇▇
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My Commission Expires: 3/2/97
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Prepared by:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.
▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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EXHIBIT "A"
THE PREMISES
INDEXING INSTRUCTION
The property described in this instrument is located in the SE
1/4 of Section 21, Township 8 North, Range 2 East, in Madison
County, Mississippi.
Commence at the NE corner of the W1/2 of the NE1/4 of the SW1/4 of Section 22,
Township 8 North, Range 2 East, Madison County, Mississippi, and run thence
West 2,043.34 feet to a point; run thence South 749.91 feet to a point; run
thence South 80 32'02" West, 1350.08 feet to the point of beginning of the
parcel described hereinafter.
From the point of beginning continue thence South 89 32'02" West, 1165.94 feet
to a point on the east right of way line of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇; run thence
South 29 10'18" West along said East right of way line of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
to the intersection of said right of way line with the West line of the SE1/4
of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇ County, Mississippi;
departing said East right of way line of Interstate Highway 55, run southerly
along the aforedescribed West line of the SE1/4 of Section 21, Township 8
North, Range 2 East, Madison County, Mississippi to the intersection of said
line with the centerline of a drainage channel having a flat bottom
approximately 20 feet in width; run thence easterly and southeasterly along the
centerline of said drainage channel to a point, which point is on a line
described as North 89 32'02" East and being 621.00 feet, more or less, South of
the point of beginning; run thence North 89 32'02" East, along a line to a
point on the West right of way line of an industrial park roadway, which point
is described as being South 00 37'07" East, 620.97 feet from the point of
beginning; run thence North 00 37'07" West, 620.97 feet back to the point of
beginning, a parcel situated in the SE1/4 of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇ County, Mississippi, containing 14.4 acres, more or less.