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City Exide June 2012 Settlement Agreement

City Exide June 2012 Settlement Agreement

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Proposed master agreement settlement for Exide Technologies, the city of Frisco, Texas, the Frisco Economic Development Corporation and the Frisco Community Development Corporation dated June 1, 2012
Proposed master agreement settlement for Exide Technologies, the city of Frisco, Texas, the Frisco Economic Development Corporation and the Frisco Community Development Corporation dated June 1, 2012

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Published by: The Dallas Morning News on Jun 02, 2012
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06/02/2012

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 Proposed Execution Version June 1, 2012
MASTER SETTLEMENT AGREEMENT
by and amongExide Technologies doing business in Texas as Exide Technologies, Inc.,a Delaware corporation,the City of Frisco, Texas, a local governmental authority,Frisco Economic Development Corporation, a Texas non-profit corporation,andFrisco Community Development Corporation, a Texas non-profit corporation.
 
 Proposed Execution Version June 1, 2012
Page 1MASTER SETTLEMENT AGREEMENTTHIS MASTER SETTLEMENT AGREEMENT (this “Agreement”) is made and enteredinto to be effective as of June 6, 2012 (the “Effective Date”) by and among Exide Technologiesdoing business in Texas as Exide Technologies, Inc., a Delaware corporation (“Exide”), the Cityof Frisco, Texas, a local governmental entity organized and existing under the laws of the Stateof Texas (the “City”), the Frisco Economic Development Corporation, a non-profit corporationcreated pursuant to the Texas Development Corporation Act (“EDC”), and the FriscoCommunity Development Corporation (“CDC”), a non-profit corporation created pursuant to theTexas Development Corporation Act (the City, EDC and CDC are sometimes collectivelyreferred to herein as the “Frisco Parties”). Collectively, Exide and the Frisco Parties are referredto herein as the “Parties.”RECITALSA.
 
Exide is the owner of certain real property located at 7471 South 5th Street,Frisco, Texas (the “Exide Property”), on which it is conducting business operations (the “ExideOperations”). The Parties have negotiated this Agreement to resolve disputes among the partiesincluding a dispute related to two parcels within the Exide Property referred to herein as the “JParcel” and the “Bowtie Parcel.” Specifically, the Bowtie Parcel shall refer to Exide’s operatingplant and landfill facility and the J Parcel shall refer to undeveloped property surrounding theBowtie Parcel. The map attached hereto as Exhibit A and made a part hereof generally showsthe parcels within the Exide Property, all of which will be subject to a specific survey as part of the transaction contemplated herein.B.
 
Disputes have developed between the Parties regarding Exide’s operations and theExide Property. Following denial of a vested rights petition filed by Exide, the City Council of the City (the “City Council”) voted to refer to the Board of Adjustment of the City theconsideration of establishing a compliance date for an alleged non-conforming use of the ExideProperty (the “Amortization Proceeding”).C.
 
Both Exide and the City have threatened litigation against the other regarding theExide Property and the proposed Amortization Proceeding.D.
 
In an effort to avoid the prospect of litigation, Exide and the City have agreed tosettle the disputes identified herein between them as more fully set forth in this Agreement.E.
 
Subject to the terms and conditions of this Agreement, Exide has agreed to winddown its operations on the Bowtie Parcel, and to remove improvements, except as provided forherein. Exide has further agreed to remediate the J Parcel, as set forth in this Agreement, subjectto reimbursement for the costs related to the J Parcel from the City.F.
 
Subject to the terms and conditions of this Agreement, (1)Exide has agreed to selland EDC has agreed to buy that portion of the J Parcel more particularly described on Exhibit Battached hereto and made a part hereof, together with all and singular, the rights andappurtenances pertaining to such portion of the J Parcel, including any right, title and interest of Exide in and to adjacent streets, alleys or rights-of-way, and including all of Exide’s rights to all
 
 Proposed Execution Version June 1, 2012
Page 2oil, gas and other minerals, together with any improvements, fixtures, and personal propertysituated on and attached to such portion of the J Parcel (collectively, the “EDC Tract”), (2) Exidehas agreed to sell and CDC has agreed to buy that portion of the J Parcel more particularlydescribed on Exhibit C attached hereto and made a part hereof, together with all and singular, therights and appurtenances pertaining to such portion of the J Parcel, including any right, title andinterest of Exide in and to adjacent streets, alleys or rights-of-way, and including all of Exide’srights to all oil, gas and other minerals, together with any improvements, fixtures, and personalproperty situated on and attached to such portion of the J Parcel (collectively, the “CDC Tract”),on the terms and conditions set forth herein (the EDC Tract and the CDC Tract comprising all of the J Parcel); and (3) Exide has agreed to sell and CDC has agreed to buy the Lake Parcel and thePond Parcel on the terms and conditions set forth herein.AGREEMENTSFor and in consideration of the respective covenants and agreements herein set forth, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Exide and the Frisco Parties, intending to be legally bound, agree as follows:
ARTICLE 1
 DEFINITIONSFor purposes of this Agreement, unless otherwise defined herein or the context otherwiserequires, capitalized terms used in this Agreement shall have the respective meanings assigned tothem in this Agreement or in Annex A attached hereto and made a part hereof for all purposes.
ARTICLE 2
 TERMS OF SETTLEMENT2.1
 
Sale by Exide of the EDC Tract. On the terms set forth in this Agreement and allother necessary agreements to fully effectuate the Parties’ intent herein, none of which shall beunreasonably withheld, Exide agrees to sell the EDC Tract to the EDC and the EDC agrees tobuy the EDC Tract from Exide for a cash purchase price equal to $27,000,000.00 (the “EDCPurchase Price”). Exide’s obligation to sell and convey the EDC Tract shall be expresslycontingent upon the purchase by the CDC of the CDC Tract; likewise, the EDC’s obligation topurchase and pay for the EDC Tract is expressly contingent upon Exide selling and conveying tothe CDC the CDC Tract.2.2
 
Sale by Exide of the CDC Tract. On the terms set forth in this Agreement and allother necessary agreements to fully effectuate the Parties’ intent herein, none of which shall beunreasonably withheld, Exide agrees to sell the CDC Tract to the CDC and the CDC agrees tobuy the CDC Tract from Exide for a cash purchase price equal to $18,000,000.00 (the “CDCPurchase Price” which together with EDC Purchase Price is sometimes referred to as the “TotalPurchase Price”). Exide’s obligation to sell and convey the CDC Tract shall be expresslycontingent upon the purchase by the EDC of the EDC Tract; likewise, the CDC’s obligation to

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