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EXHIBIT 10.5
LATTER & ▇▇▇▇
INC/REALTORS
SUBRENEWAL & EXTENSION OF LEASE
The lease between the undesigned, dated February 14, 1995, as the same
may have been amended, modified or extended, covering the following described
property:
▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
is hereby renewed and extended for a period of 1 year commencing on February 1,
1996 and ending on January 31, 1997, at a monthly rental of $4,290.00 per month
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(s $4,290.00) and otherwise under all of the terms, provisions and conditions
of said lease, except that the lessee shall not hereafter be entitled to any
option or privilege of renewal that may be contained in said lease (provided
that if said lease contains options or privilege to renew for more than one
period and this instrument represents the exercise of the option or privilege
to renew for the first or a subsequent period, this instrument shall not deny
or affect the right of the lessee to exercise the options or privileges to
renew for periods subsequent to the period covered by this renewal and
extension of said lease). Any default under said lease shall be considered a
default under this renewal and extension thereof.
Latter & ▇▇▇▇, Inc. is made a party hereto for the sole purpose of
enforcing its rights to commissions.
Dated: 11 3 95
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Guarantor (if any)
LATTER & ▇▇▇▇, INC./s/▇▇▇▇▇ ▇▇▇▇▇, CCIM Lessee /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇, CCIM
Agent
Lessor
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Latter & ▇▇▇▇, Inc. hereby agrees to and
accepts this foregoing agreement, this
10-31-95
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(date)
Latter & ▇▇▇▇, Inc.
By:
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Vice President
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Sublease") made and entered into as of
February 6, 1995, by and between ▇▇▇▇▇▇▇▇▇▇▇ U.S., Inc., a Delaware
corporation with an office at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ("Sublandlord"), and American Oilfield Divers, Inc., a Louisiana
corporation with an office at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("Subtenant").
W I T N E S S E T H:
WHEREAS, Rathborne Properties, Inc., ("Landlord") has leased to
Sublandlord certain property located in ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ County, Louisiana,
known as ▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, more fully described on Exhibit "A" attached
hereto, together with the buildings and improvements thereon ("Leased
Premises"), in accordance with the provisions of a certain Lease of Commercial
Property dated October 14, 1988, as amended ("Master Lease"), a copy of which
is attached hereto as Exhibit "B", said Master lease to expire July 31, 1999;
and
WHEREAS, Sublandlord and Subtenant desire to provide for the subletting
of the Leased Premises from Sublandlord to Subtenant; and
WHEREAS, Landlord has consented to the subletting of the Leased
Premises;
NOW, THEREFORE, in consideration of the rent herein specified to be paid
by Subtenant, and in consideration of the covenants, conditions and agreements
hereinafter set forth, Sublandlord does hereby sublet and demise unto Subtenant
the Leased Premises specified herein on the following terms and conditions.
1. Premises. Sublandlord hereby sublets to Subtenant the Leased
Premises designated on the map attached hereto as Exhibit "C" ("Subleased
Premises"). Subtenant represents it has inspected the Subleased Premises and
accepts same in its present "as is, where is, with all faults" condition.
2. Term. The term of this Sublease will commence on February 6,
1995 and will terminate on January 31, 1996. Subtenant shall have the option
to extend the Sublease for an additional twelve month period beginning January
31, 1996 by delivering 90 days written notice to Sublandlord of its intent to
exercise such option; provided, however, if Subtenant does not deliver such
notice, the Sublease shall terminate in accordance with Section 2 hereof.
3. Rent. Subtenant agrees to pay Sublandlord, as rent under this
Sublease, a monthly sum of Four thousand two hundred ninety Dollars
($4,290.00). Rent shall be due and payable in advance on the first day of each
month. Rent for any period during the term hereof which is for less than one
month shall be a pro-rata portion of the monthly installment.
4. Security Deposit. Subtenant agrees to deposit with Sublandlord
upon execution of the Sublease the sum of four thousand two hundred and ninety
Dollars ($4,290.00) to ensure performance and observance by Subtenant of the
terms of this Sublease. If Subtenant fails to pay rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this
Sublease, Sublandlord may use, apply or retain all or any portion of said
deposit for the payment of any rent or other charges in default or for the
payment of any other sum to which Sublandlord may become obligated by reason of
Subtenant's default, or to compensate Sublandlord for any loss or damage which
Sublandlord may suffer thereby. If Subtenant performs all of Subtenant's
obligations hereunder, said deposit, or so much thereof as has not been applied
by Sublandlord, shall be returned, without payment of interest or other
increment for its use, to Subtenant within thirty (30) days after the
expiration of the term hereof or after Subtenant has vacated the Leased
Premises, whichever is later.
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5. Utilities. Subtenant agrees to arrange for service in its own
name and pay all charges for telephone services, gas, water, sewage,
electricity and light used by Subtenant on the Subleased Premises and agrees to
indemnify Sublandlord against any liability for the same.
6. Maintenance, Repairs and Alterations. Subtenant, at Subtenant's
expense, shall be responsible for the repair and maintenance of the Leased
Premises and agrees that it will promptly repair, or have repaired, in a good
and workmanlike manner any damage to the Leased Premises. Subtenant agrees to
indemnify Sublandlord against any liability for the cost of any such repairs
and maintenance. Any alterations made by Subtenant will be made in strict
accordance with applicable provisions of the Master Lease.
7. Taxes. Subtenant agrees to pay all applicable personal property
taxes assessed against Subtenant's personal property, trade fixtures or
equipment located on the Leased Premises during the term hereof. Subtenant
agrees to pay all applicable real property taxes assessed against the Leased
Premises during the term hereof.
8. Indemnification and Insurance. Sublandlord shall not be liable
or responsible for any personal property of Subtenant, or of its employees,
agents, customers or other invitees of Subtenant, wherever located in or about
the Leased Premises. Subtenant agrees that it will at all times defend,
indemnify and save and keep Sublandlord Harmless from and against any and all
loss, cost, damage, liability or expense (including but not limited to
attorney's fees) occasioned by any act or neglect by Subtenant or anyone
claiming under Subtenant, or by any breach of Subtenant's obligations
hereunder, or arising out of any accident causing death or injury to any person
whomsoever or damage to any property whatsoever resulting from the occupancy
and/or any use of the Leased Premises by Subtenant or by any person or persons
holding under Subtenant or by any of their employees, agents, customers or
other invitees. Subtenant further agrees to pay all attorney's fees and
expenses incurred by Sublandlord in collecting the rent or other moneys due
hereunder and enforcing any of the other obligations of Subtenant hereunder.
Subtenant shall not be responsible for any claim or action caused by or
resulting from the negligent acts of Sublandlord, its employees or agents.
Subtenant shall, at its expense, maintain with a reputable insurance company or
companies authorized to do business in the State of Louisiana the following
insurance coverage:
(1) Comprehensive general public liability insurance against claims
for bodily injury, death or property damage occurring on, in or about the
Leased Premises or the adjoining streets and sidewalks, in amounts not less
than $1,000,000 for injury or death to more than one person arising out of any
one occurrence, and $1,000,000 for property damage arising out of any one
occurrence;
(2) Workers' compensation insurance covering the statutory liability
of Subtenant with respect to persons employed in connection with any work done
on or about the Leased Premises.
(3) All risk property policy, insuring against any loss of damage
caused by fire, windstorm, lightning, riot, civil commotion, malicious
mischief, vandalism, water damage, and such other and usual customary coverage
included in all-risk property coverage; written at full insurable value, with
replacement cost endorsement, including theft; covering all of Subtenant's
personal property at the Leased Premises (including, without limitation,
equipment, trade fixtures, inventory, supplies, floor coverings, furniture and
other property removable by Subtenant under the provisions of this Sublease)
and any improvements installed in the Leased Premises by or on behalf of
Subtenant.
(4) Comprehensive boiler and machinery equipment policy.
Subtenant shall deliver to Sublandlord upon execution of this Sublease
certificates of insurance evidencing the coverages required to be maintained
hereunder, and shall provide updated certificates as necessary or upon
Sublandlord's request. Subtenant agrees to name Sublandlord and Landlord as
additional assureds under all applicable insurance policies, and Subtenant
agrees to waive all of its subrogation rights against Sublandlord and Landlord.
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9. Environmental Assessment: An environmental assessment of the
Leased Premises has been conducted by Sublandlord, and a copy of the report
issued dated October 25, 1993 has previously been furnished to Subtenant and
accepted by Subtenant. Subtenant shall conduct any environmental assessment of
the Leased Premises immediately after the termination of this Lease. The
method and procedures utilized in both assessments shall be substantially the
same. If after comparing the two assessments there is an increase in the level
of Hazardous Material (as hereinafter defined), or if there appears the
presence of a Hazardous Material which was not present in the initial
assessment, then Subtenant agrees to remediate the presence of the Hazardous
Material. Subtenant's obligations under this provision are limited to the
presence of Hazardous Material or, as the case might be, increased level of
Hazardous Material as a result of the negligent actions or failure to act or
wilful misconduct of the Subtenant, its officers, employees or agents, but
shall not include negligent actions or failure to act or wilful misconduct of
adjacent land owners, the Sublandlord or the Landlord. Subtenant hereby
defends, indemnifies and holds Sublandlord and Landlord and their respective
officers, directors and employees harmless from any and all claims, judgments,
damages, penalties, fines, costs and liabilities in connection with or related
to Subtenant's possession and/or use of the Leased Premises and the presence of
Hazardous Materials on the Leased Premises pursuant to this provision. For
purposes of this Sublease, "Hazardous Material" shall mean any pollutant, toxic
substance, solid waste, hazardous waste, hazardous material, hazardous
substance or oil as defined in or pursuant to the Resource Conservation and
Recovery Act, as amended, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, the Federal Clean Water Act, as
amended, or any other federal, state or local environmental law, regulation,
ordnance, rule or by-law, whether existing as of the date hereof, previously
enforced or subsequently enacted.
10. Assignment and Subletting. Subtenant shall not assign this
Sublease or sublet the Leased Premises or any part thereof without the prior
written consent of Sublandlord and Landlord.
11. Default. If Subtenant fails to pay the rent when due and
payable, and the same shall remain unpaid for five (5) days thereafter, or in
case Subtenant shall neglect or fail to perform or observe any of the other
covenants, terms and conditions imposed on Subtenant by this Sublease and
failure to remedy and/or remove said breach, within fifteen (15) days after
receipt of notice from Sublandlord; or in the event that Subtenant makes an
assignment for the benefit of creditors; or if Subtenant is adjudged as
bankrupt; or a debtor reorganization, arrangement or similar petition or
proceeding shall be filed by or against Subtenant under any chapter or
provision of the Federal Bankruptcy Code, so called; or in the event any
receiver is appointed over the assets of said Subtenant, or said Subtenant's
leasehold interest shall be attached or levied upon, and such receivership,
attachment or levy is not vacated and/or removed within fifteen (15) days
thereafter; then in any of the above cases, it shall be lawful for Sublandlord
thereupon, or any time thereafter at Sublandlord's option, and notwithstanding
any waiver of any prior breach of any covenant, term or condition, to enter
into or upon the Leased Premises or any part thereof, in the name of the whole,
repossess the same of its former state, and to expel Subtenant and those
claiming by, through or under Subtenant, and remove its effects, without being
guilty of any manner of trespass, or Sublandlord may send written notice to
Subtenant of the termination of this Sublease, and upon entry of the aforesaid,
or in the event that Sublandlord shall send to Subtenant notice of the
termination as above provided, on the tenth (10th) day next following the date
of sending the notice, this Sublease shall terminate.
In case of such termination, Subtenant will indemnify Sublandlord each
month against all loss of rent and all obligations which Sublandlord may incur
by reason of any such termination between the time of termination and the
expiration of the term of this Sublease, or at the election of Sublandlord,
exercised at the time of termination, or any time thereafter, Subtenant, in
addition to any amounts due by reason of such indemnification up to the time of
such election, will pay the Sublandlord as liquidated damages, such amounts as
at the time of said election will represent the difference between the rent
reserved hereunder for the unexpired portion of the term and the then fair and
reasonable value of the Leased Premises for the same period. At the time of
termination, or at any time thereafter, Sublandlord may rent the Leased
Premises, and for a term which may expire after the expiration of the term of
this Sublease without releasing Subtenant from any liability whatsoever, and
the Subtenant shall be liable for any expenses incurred by Sublandlord in
connection with obtaining the possession of the Leased Premises, with removing
from the Leased Premises property of Subtenant and persons claiming by, through
or under it (including warehouse charges), and with putting the Leased
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Premises in good condition for reletting, including, without limitation,
reasonable attorneys' fees and brokers' fees, and any monies collected from any
reletting shall be applied first to the foregoing expenses, and then to the
payment of rent, and all of the payments due from Subtenant to Sublandlord.
12. Prior Agreements Superseded. This Sublease constitutes the sole
and only agreement of the parties hereto and any and all prior understanding or
written or oral agreements, representations and promises between the parties
representing the within the subject matter.
13. Amendments. No amendment, modification, or alteration of the
terms of this Sublease shall be binding unless the same be in writing, dated
subsequent to the date hereof, and duly executed by the parties hereto.
14. Successors. This Sublease shall be binding on the heirs,
executors, successors and assigns of the parties hereto.
15. Governing Law. This agreement shall be construed under and in
accordance with the laws of the State of Texas.
16. Notices. Unless otherwise provided herein, any notice, tender of
delivery to be given hereunder by either party to the other may be effected in
writing by personal delivery, registered or certified mail, postage prepaid,
return receipt requested, or by telefax, with confirmation of receipt. Notice
shall be deemed received when received by the party to be notified. For
purposes of notice, the addresses of the parties shall, until changed as herein
provided, be as follows:
For Sublandlord:
▇▇▇▇▇▇▇▇▇▇▇ U.S., Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Manager, Administrative Services
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇▇▇▇ International Incorporated
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
For Subtenant:
American Oilfield Divers, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
However, the parties hereto shall have the right from time to time to change
their respective addresses by giving at least fifteen (15) days written notice
to the other party.
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17. Incorporation and Assumption of Master Lease.
(a) Subtenant hereby acknowledges and consents to the
performance and assumption of any and all obligations, covenants and agreements
of Sublandlord as set forth in the Master Lease, except for those obligations
incurred by Sublandlord prior to the commencement of the term of this Sublease
and provided that Subtenant shall not be bound by any amendments or
modifications to the Master Lease after the date of this Sublease unless agreed
to in writing by Subtenant. Subtenant hereby agrees to defend, indemnify and
hold Sublandlord harmless against any claim or liability asserted against
Sublandlord by reason of Subtenant's failure to perform Sublandlord's
obligations, covenants and agreements under the Master Lease.
(b) Sublandlord does not assume the obligations of
Landlord under the provisions of the Master Lease, but shall exercise due
diligence in attempting to cause Landlord to perform its obligations under the
Master Lease for the benefit of Subtenant. Sublandlord represents and warrants
to Subtenant that it is the "Lessee" under the Master Lease and is authorized
to enter into this Sublease and consummate the transactions contemplated hereby
this Sublease, subject to obtaining Landlord's consent hereto.
(c) Sublandlord represents that Exhibit "A" is a true and
correct copy of the Master Lease relating the Leased Premises and that there is
not, nor will there be up to and including commencement date of the term of
this Sublease, other agreements or obligations, written or otherwise, between
Sublandlord and Landlord, except for Landlord's Consent. Subtenant shall not
assume any obligations, covenants or agreements to relating to the Master Lease
other than those expressly assumed pursuant to this Sublease.
(d) Sublandlord represents and warrants to Subtenant that
Sublandlord has satisfied all of its financial and other obligations under
the Master Lease up to and including the date of this Sublease and Sublandlord
shall indemnify and hold Subtenant harmless from any liability, claims,
damages, costs or expenses incurred or suffered by Subtenant in connection
with, arising out of, or relating to Sublandlord's obligations under the Master
Lease which were incurred prior to execution of this Sublease.
(e) Sublandlord hereby indemnifies and agrees to hold
Subtenant harmless and to defend Subtenant against any and all liabilities,
claims, losses, costs, damages, expenses, including attorneys' fees, demands
and judgments (including but not limited to claims, demands, suits, costs and
expenses for bodily injury, illness, disease, death or loss of services,
property or wages and costs associated with hazardous waste site clean up) to
which Subtenant may be subject as a result of toxic substances or hazardous
wastes, presently existing, known or unknown to Sublandlord, located on or
beneath the Leased Premises, unless caused by the wilful acts or omissions or
fault of Subtenant, provided that Sublandlord's obligation to indemnify and to
hold Subtenant harmless on the terms stated herein shall be limited to One
Million Dollars ($1,000,000.00) and shall mirror Landlord's obligation to
Sublandlord under Section 11 of the Master Lease. Sublandlord's obligation
hereunder shall survive the termination of this Sublease.
18. Sublandlord will pay Latter & ▇▇▇▇ ("Agent") a cash commission
equal to 6% of the scheduled gross rentals owed by Subtenant under this
Sublease, to be paid annually in advance. Sublandlord further agrees to pay
the same percentage commission, payable in like manner, in the event of any and
all renewals, extensions, expansions or new subleases made with Subtenant or
any nominee, sublessee or assignee thereof. In the event Sublandlord assigns
its interest in this Sublease during the term hereof, Sublandlord shall ensure
that is assignee assumes and of its obligations hereunder to Agent, and shall
guarantee that such payments will be made.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease
Agreement in duplicate as of the date first above written.
SUBTENANT: SUBLANDLORD:
AMERICAN OILFIELD DIVERS, INC. ▇▇▇▇▇▇▇▇▇▇▇ U.S., INC.
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By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------- ----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: General Manager, Operations Title: Vice President
Date: February 14, 1995 Date: February 13, 1995
Landlord's Consent
The undersigned warrants and represents that it is the true and lawful
owner of the underlying premises which are the subject matter of the Sublease,
to which this Consent is appended, and that it has the full right and authority
to consent to the Sublease. Accordingly, the undersigned does hereby grant its
consent to said Sublease, without releasing Weatherford U.S., Inc. (Homco
International, Inc.) from any liability under the Master Lease.
LANDLORD
RATHBORNE PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
Date: 2/14/95
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EXHIBIT "A"
A certain parcel of ground situated in the Parish of Jefferson, State of
Louisiana, near the unincorporated village of Harvey, in Section "C", Block "G-
I", Rathborne Land Company, Inc., Industrial Subdivision, said parcel located
on the southeast corner of Eighth Street and St. ▇▇▇▇▇▇ ▇▇▇▇, this being the
point of beginning; going east a distance of 123', thence south a distance of
321', thence west a distance of 93', thence northwest a distance of 56' (more
or less), thence a distance of 275' to point of beginning, together with all
improvements located thereon, including a 46' x 140' building (Building 1); and
All of the above and foregoing shall be collectively referred to as the
"Leased Premises".
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Exhibit B to Sublease
SUPPLEMENTAL
MEMORANDUM TO LEASE
MEMORANDUM OF LEASE, made this 16th day of August, 1989, between Rathborne
Properties, Inc., a Louisiana corporation, having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (hereinafter "Lessor")
and HOMCO International, Inc., a Delaware corporation, having its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
(hereinafter "Lessee").
WITNESSETH:
WHEREAS, Lessor entered into a lease (hereinafter "Lease") with Lessee as of
October 14, 1988 leasing unto Lessee all that certain premises located near the
unincorporated village of Harvey, Parish of Jefferson, State of Louisiana, as
more particularly described as follows:
A certain parcel of ground situated in the Parish of Jefferson, State of
Louisiana, near the unincorporated village of Harvey, in ▇▇▇▇▇▇▇ "▇", ▇▇▇▇▇ "▇-
▇", ▇▇▇▇▇▇▇▇▇ Land Company, Inc., Industrial Subdivision, said parcel located
on the southeast corner of Eighth Street and St. ▇▇▇▇▇▇ ▇▇▇▇, this being the
point of beginning; going east a distance of 123.07', thence south a distance
of 515.91', thence west a distance of 58', then north a distance of 195',
thence west a distance of 35', thence northwest a distance of 58.36', thence a
distance of 275' to point of beginning, together with all improvements located
thereon, including a 46' x 140' building (Building 1); and a warehouse building
measuring 50' x 200' newly constructed on above site as per plans and
specifications attached to original lease as Exhibit "A" (the "Leased
Premises").
WHEREAS, the Lease and said Memorandum of Lease provide that Lessor and Lessee
would record a Supplemental Memorandum of Lease stating the commencement date
and the term of the Lease and certain other dates relating to Lessee's option
to extend the term of the lease.
NOW, THEREFORE, Lessor and Lessee hereby agree and state for recording that:
1. The date of commencement of the Lease was August 1, 1989, and the
original term of the Lease shall expire on July 31, 1999, unless sooner
terminated.
2. Pursuant to the Lease, Lessee may extend the term of the Lease as
follows:
Lessee is hereby granted the privilege of revewing this lease for two
additional periods of five (5) years or form a period of six (6) months under
the following terms and conditions:
(a) At least ninety (90) days prior to the expiration of this lease,
Lessee shall give Lessor, by certified United States mail, addressed to Lessor
at Harvey, Louisiana, written notice of its election to renew, or not to renew,
for the next ensuring five (5) year term or for a six (6) month term.
(b) If Lessee elects to renew for an additional term of five years,
Lessee and Lessor shall meet not later than thirty (30) days after the receipt
of said certified notice to determine the rental for the renewal period, which
yearly rental shall in no case be less than the preceding year's rental.
If Lessor and Lessee are unable to agree upon the new rental, they shall
each designate an appraiser to arbitrate said rent. Any such arbitrated rent
shall be based on the fair rental value of the property for the first year,
which yearly
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rental shall in no case be less than the rent for the preceding year's rental,
adjusted upward by 3%. Should said appraisers be unable to agree upon the new
renal, a third appraiser shall be appointed by the New Orleans Real Estate
Board and the decision of any two of the said appraisers shall be final and
binding on Lessor and Lessee. Lessor and Lessee shall each pay the fee of
their appraiser, and the fee of the appraiser selected by the President of the
New Orleans Real Estate Board shall be pro rated equally between Lessor and
Lessee.
3. This Supplemental Memorandum of Lease is solely for recording
purposes and shall not be construed to alter, modify or supplement the Lease,
of which this is a memorandum.
IN WITNESS WHEREOF, this Supplement Memorandum of Lease has been duly
executed by the parties hereto the day and year first above written.
WITNESSES: RATHBORNE PROPERTIES, INC.:
/s/ ▇▇▇▇▇▇▇ ▇. Horizon By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ HOMCO INTERNATIONAL, INC.:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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EXHIBIT "A"
Specifications
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
METAL BUILDING DESCRIPTION
WIDTH: 50'
LENGTH: 200'
HEIGHT: 16'
ROOF SLOPE: 1/12
BAY SPACING: 25'
ROOF COVERING: 26 gauge standard seam roof sheets which are zinc
aluminum having a UL 90 rating roof and a 20 year
declining warranty.
WALL COVERING: Will be a standard 26 gauge colored wall panels.
LIVE LOAD: 20 PSF
WIND LOAD: 20 PSF
Building will receive gutters and downspouts. This building will have three
(3) downspouts on each side of building.
Building will receive 2" vinyl insulation on roof and walls.
METAL BUILDING DESCRIPTION
Building will receive two (2) each 3070 metal doors with standard locking.
Building will receive three (3) 14' x 14' sectional overhead doors with hi-lift
tracking. Building will receive eight (8) 9" x 10' monovents with birdscreens
and dampers. Building will receive thirty (30) wall lights approximately 3' x
5'. Columns of building will be beefed up in order to receive one (1) 3 ton
top running crane. Building will receive approximately 400 feet of beam,
eighteen (18) braces, four (4) wheels stop and necessary hook bolts to attach
rails to beam. The crane will be supplied by Homco International, Inc. to fit
crane rails. Metal Building will receive two (2) 48" wall mounted fans and
louvers.
FOUNDATION
Slab to consist of 3,000 PSI concrete, 6" thick with 6 x 12 0/1 highway mesh.
Slab will receive 6 mil. visqueen for waterproofing purposes. All exterior and
interior beams will receive four (4) #5 rods running continuously with #3
stirrups at 4 foot on center. There will be fourteen (14) interior footing in
order to carry the load of building and crane systems. These foootings will be
4 x 4 x 20" deep with five (5) #5 running each way. In wall footing, will
consist of six (6) 3 x 3 x 20" deep having four (4) #5 running each way.
ELECTRICAL
FURNISH AND INSTALL:
14 each 250 watt Mercury Vapor Hi Bay Fixtures.
14 each 110V duplex outlets.
5 each single pole switches.
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1 each circuit for bridge crane.
1 each 15 KVA transformer single phase.
1 each 20 circuit 120-240V breaker panel.
1 each 200 AMP 480V 30 4 wire breaker panel.
2 each wall mount fans with shutters.
Incoming service to be 400 AMP 480V 30 4 wire overhead. Includes all necessary
breakers and circuits for above mentioned lights, outlets, fans and duplex
outlets.
DRAINAGE AND OUTSIDE PAVING
Work includes aproximately 4,000 square feet of outside paving. This concrete
will be 3,000 PSI and have keyway joint at fifteen (15) foot on center and this
concrete will be 6" thick. Also included is sub-surface drainage which will
consist of one (1) manhole, two (2) catch basin, 30 feet of 23" rc/pipe and 110
feet of 10" PVC/pipe.
NOTE:
Slab of small building to right of property will be removed. Building is to be
removed by Lessee.
The Builder on this project shall be:
Landmark Builders, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
They shall furnish us with all workmen's compensation, builder's risk and
liability insurance, all parish and fire ▇▇▇▇▇▇▇▇ permits and survey's to set
corners of building.
They shall also include drawing plans for the purpose of getting parish and
fire ▇▇▇▇▇▇▇▇ approval, said plans to be stamped by licensed engineer or by
architect.
/s/ ▇. ▇▇▇▇▇▇ 11/4/88
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LEASE AMENDMENT
This amendment entered into by and between Rathborne Properties, Inc., a
Louisiana corporation herein acting by and through ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its
President, (hereinafter referred to as Lessor), and Homco International, Inc.
(hereinafter called Lessee) herein represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇ its Vice
President:
WITNESSETH
1. That certain lease agreement between the parties hereto
dated October 14, 1988 covering a parcel of land measuring 123' fronting Eighth
Street in Harvey, Louisiana together with improvements, is hereby amended by
changing Paragraph 2 of said lease to read as follows:
2. Premises
A certain parcel of ground situated in the Parish of Jefferson,
State of Louisiana, near the unincorporated village of Harvey, in Seciton "C",
Block "G-1", Rathborne Land Company, Inc., Industrial Subdivision, said parcel
located on the southeast corner of Eighth Street and St. ▇▇▇▇▇▇ ▇▇▇▇, this
being the point of beginning; going east a distance of 123.07', thence south a
distance of 515.91', thence west a distance of 58', thence north a distance of
195', thence west a distance of 35', thence northwest a distance of 58.36',
thence a distance of 275' to point of beginning, together with all improvements
located thereon, including a 46' x 140' building (Building 1); and
A warehouse building measuring 50' x 200' (Building 2) which
Lessor, at Lessor's sole cost and expense, shall have constructed on the above
site as per plans and specifications attached (to original lease) and referred
to as Exhibit "A" (the Plans and Specifications"). This construction shall
conform to all state and local ordinances that apply.
All of the above and foregoing shall be collectively referred to
as the "Leased premises."
This lease shall also include certain additional improvements to
Building 2 requested by Lessee which include: The installing of four gas fire
unit heaters, having a capacity of 200,000 BTU input each. The installation
shall include running gas lines, electrical and thermostat work.
2. Said lease dated October 14, 1988 is hereby further
amended by changing paragraph 5 to read as follows:
5. Rent
Rental for the first five years of this lease shall be at the
rate of Thirty-Four Thousand Two Hundred Twenty-Four ($34,224.00) Dollars per
year, payable at the monthly rate of Two Thousand Eight Hundred Fifty-Two and
No/100 ($2,852.00) Dollars each month in advance. Rental for the second five
year period shall be increased by the amount of increase, if any, in the Gross
National Product Implicit Price Deflator Index published by the U.S. Department
of Commerce. The index published for January 1988 shall be considered the base
index for this purpose, and the index for January, 1993 shall be used to
determine the amount of rental increase, if any, for the second five years of
this lease. In no event shall any adjustment hereunder cause a reduction in
the rental payable to Lessor.
This amendment shall become effective upon the commencement of
that certain lease agreement between the parties hereto dated October 14, 1988.
IN WITNESS WHEREOF the parties have hereunto affixed their
signatures as of this 28th day of December, 1988.
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WITNESSES: RATHBORNE PROPERTIES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. Horizon By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
-------------------------------- HOMCO INTERNATIONAL, INC.
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
[BLUEPRINT OF PROPERTY]
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LEASE OF COMMERCIAL PROPERTY
1. Parties
RATHBORNE PROPERTIES, INC. (hereinafter called Lessor) represented
herein by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its President, duly authorized by resolution of the
Board of Directors of said Corporation annexed hereto, hereby leases to HOMCO
INTERNATIONAL, INC. (hereinafter called Lessee) herein represented by ▇▇▇▇▇▇
▇▇▇▇▇▇, its Vice President duly authorized, the following described premises:
2. Premises
A certain parcel of ground situated in the Parish of Jefferson, State of
Louisiana, near the unincorporated village of Harvey, in Section "C", Block "G-
I", Rathborne Land Company, Inc., Industrial Subdivision, said parcel located
on the southeast corner of Eighth Street and St. ▇▇▇▇▇▇ ▇▇▇▇, this being the
point of beginning; going east a distance of 123', thence south a distance of
321', thence west a distance of 93', thence northwest a distance of 56' (more
or less), thence a distance of 275' to point of beginning, together with all
improvements located thereon, including a 46' x 140' building (Building 1); and
A warehouse building measuring 50' x 200' (Building 2) which Lessor, at
Lessor's sole cost and expense, shall have constructed on the above described
site as per plans and specifications attached and referred to as Exhibit "A"
(the "Plans and Specifications"). This construction shall conform to all
state and local ordinances that apply.
All of the above and foregoing shall be collectively referred to as the
"Leased Premises".
3. Term
This lease is for a term of ten (10) years, commencing on the day on
which lessor delivers to Lessee possession of the Leased Premises broom clean,
including Building 2 substantially completed (which shall be defined to mean
fully complete except for punch list items, which are limited to small items
that would not prevent Lessee from fully occupying the Leased Premises for the
purposes for which intended) by Lessor in accordance with the Plans and
Specifications. The taking of possession of the Leased Premises shall not
constitute a waiver by Lessee of any defects in the Leased Premises or any
failure by Lessor to perform its agreement herein contained. Lessor shall be
obligated to complete fully Building 2 in accordance with the Plans and
Specifications, and Lessee, at any time within one (1) year thereafter, may
require Lessor to perform all of its agreements and repair any such defects
with respect to Building 2.
4. Delayed Possession
Should Lessee be unable to obtain possession through no fault of Lessor,
but because of delays of tenants, or because the contractor or workmen have not
brought Building 2 or other improvements to be constructed by lessor hereunder
to a condition permitting occupancy, whether by the fault and neglect of such
workmen or contractor, or because of the occurrence of events such as Acts of
god, floods, strikes, wars, etc., there will be no liability on the part of
Lessor for such delay, and Lessee is obligated to accept the Leased Premises
for occupancy and rentals will commence upon the substantial completion (as
defined in Section 3 above) of the improvements, including the repairs to
Building 1 as specified below and construction of Building 2 in accordance with
the Plans and Specifications.
Lessor, at no cost to Lessee, shall, prior to delivery of possession of
the Leased Premises to Lessee, make the following repairs to Building 1:
(i) Replace all exterior doors, including two roll up doors
and two personnel doors;
(ii) Replace all broken glass in all exterior and interior
windows;
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(iii) Repair all leaks in the roof and seal roof;
(iv) Remove "Continental Emsco" logo from Building;
(v) Replace interior tile floor; and
(vi) Place plumbing and wiring in good working order.
Notwithstanding the foregoing, should Lessor fail to substantially
complete the construction required hereunder for any reason within six (6)
months after Lessor's contractor has obtained a building permit, then Lessee
may terminate this lease on thirty (30) days written notice to Lessor and
thereafter Lessor and lessee shall have no further obligations hereunder.
Lessor, at least ten (10) days prior to the date that Building 2 shall
be substantially completed, shall give written notice to Lessee of the date on
which lessor anticipates that it will substantially complete Building 2 and
deliver possession thereof to Lessee. Lessee shall have the right to rely upon
the date so designated by Lessor in planning for Lessee's opening and in the
event Lessor cannot meet such date for any reason whatsoever (except for delays
occurring due to events beyond the reasonable control of Lessor, in which event
Lessor immediately will take such reasonable steps and actions to overcome the
delay), Lessee shall have the right to enter the Leased Premises in order to
install its furniture, fixtures, appliances and equipment at this time, without
incurring any obligation to pay rent until Building 2 is substantially
completed in accordance with the Plans and Specifications.
Lessor shall prepare and deliver to Lessee one sepia and one complete
set of "as built" final Plans and Specifications as soon as the same are
available following the completion of Building 2.
5. Rent
Rental for the first five years of this lease shall be at the rate of
Thirty-Three Thousand Two Hundred Four and No/100 ($33,204.00) Dollars per
year, payable at the monthly rate of Two Thousand Seven Hundred Sixty-Seven and
No/100 ($2,767.00) Dollars each month in advance. Rental for the second five
year period shall be increased by the amount of increase, if any, in the Gross
National Product Implicit Price Deflator Index published by the U.S. Department
of Commerce. The index published for January 1988 shall be considered the base
index for this purpose, and the index for January, 1993 shall be used to
determine the amount of rental increase, if any, for the second five years of
this lease. In no event shall any adjustment hereunder cause a reduction in
the rental payable to Lessor.
6. Use of Premises
The Leased Premises herein leased are to be used for the purpose of
providing commercial and/or industrial manufacturing, sales, supplies and
services, and the property shall never be used for the sale of intoxicating
liquors. Lessee is obligated not to use the Leased Premises for any purpose
that is unlawful.
7. Condition and Maintenance
Unless otherwise provided, Lessee agrees to keep the improvements on the
Leased Premises in the same order as received during the term of his lease,
normal wear and tear excepted. The care, maintenance and repairs of the Leased
Premises, unless damaged by lessor or its agents and except as otherwise
provided herein, are assumed by Lessee. Lessee, however, shall not be
obligated to repair or replace the foundations, the load-bearing walls and the
exterior walls of the Buildings and the roofs of the Buildings, unless damaged
by Lessee or its agents, nor shall Lessor be responsible for any such repairs
(except as otherwise provided for in this lease) unless damaged by Lessor or
its agents. Lessee agrees to pay all bills for utilities, including water,
sprinkler service, electricity, gas and other service, and to comply, at
Lessee's expense, with all ordinances and laws, now existing or to be enacted,
and at the termination or cancellation
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of this lease to return the Leased Premises broom clean and free from trash and
in like good order as received by actual delivery of the keys to Lessee, the
usual decay, wear and tear excepted.
Lessor shall, without cost to Lessee, make all repairs to Building 2
caused by lessor's or its employee's, agents' licensees' or contractors'
failure to construct Building 2 in accordance with the Plans and Specifications
or any defects in workmanship or as the result of the act, default or
negligence of Lessor, its employees, agents, licensees or contractors.
Lessor's obligation to make repairs to Building 2 as provided for herein shall
not extend for more than one year after the commencement of this lease.
8. Insurance
Lessee hereby assumes liability for personal injury and/or property
damage arising on the Leased Premises during the term of this lease and agrees
to indemnify and hold Lessor harmless from any and all claims, demands,
damages, costs or causes of action for personal injury and/or property damages
arising on the Leased Premises, unless caused by the willful acts or omissions
or gross negligence of Lessor, its employees or agents. Lessee shall maintain
at least $500,000 bodily injury and property damage liability insurance through
an insurance carrier or on a self-insured basis. Lessor shall be furnished
with a certificate of insurance with a 30-day notice of cancellation or
material change in coverage for Lessee's umbrella coverage. Lessor in his sole
judgment shall determine the insurable value of the building and improvements
on the Leased Premises and Lessor shall maintain flood, fire, lightning and
extended coverage insurance for said amount providing such insurance can be
procured; and Lessee shall pay to Lessor, as additional rental, the actual
amount of the yearly premium on said insurance, provided, however, that Lessee
shall be obligated to put nothing on the Leased Premises which would forfeit
the insurance. Should the Lessee's occupation or business render the Lessor
unable to secure proper insurance, then Lessee hereby grants to Lessor the
option of cancelling this lease, Lessee waiving all delays and agreeing to
surrender possession at once if notified by lessor to do so. Lessee shall be
further obligated to notify Lessor, in writing, any time the Leased Premises
will be unoccupied, so that necessary vacancy permits may be obtained from
Lessor's insurers and failure to comply with this provision shall make Lessee
liable for any loss or damage sustained by Lessor.
Nothing herein shall prevent Lessee from obtaining additional insurance
for the benefit of Lessee upon improvements or contents on or i the Leased
Premises.
If the improvements on the Leased Premises are lost or damaged by fire
or other casualty and such loss or damages may be repaired or replaced within
one hundred twenty (120) days from date of such fire or casualty, Lessor shall
have the option either to repair or to replace the improvements at its costs or
to notify Lessee, in writing, within thirty (30) days from date of such loss or
damage that it will not undertake to repair or replace such loss or damage.
Should Lessor refuse to make said repairs or replacements, Lessee shall, at its
option, have the right to cause such loss or damage to be repaired or replaced
within one hundred twenty (120) days from date of loss or damage, at Lessee's
expense; provided, however, that upon completion of said repair or replacement,
Lessee shall certify to Lessor that all items of repair or replacement have
been completed and the total cost thereof, and within ten (10) days of receipt
of such certification, Lessor shall remit to Lessee either (a) the proceeds
received by Lessor from the policy or policies of insurance covering said
improvements or (b) the cost of such repair or replacement, whichever is less.
If neither Lessor nor Lessee undertakes such repair or replacement this
lease shall terminate as of the date of such loss or damage.
Should either Lessor or Lessee undertake the repair or the replacement
of improvements under this lease, such repair or replacement shall return the
premises to as nearly like their condition prior to such damage as shall be
practical unless the parties agree otherwise in writing.
If the whole or any part of the Leased Premises shall be damaged or
destroyed or rendered untenantable after the commencement of this lease through
no fault of Lessee, then Lessee shall be entitled to a reduction or remission
of
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rent in the proportion that the portion of the Leased Premises of which Lessee
shall be deprived on account of such damage or destruction bears to the total
Leased Premises, based on the following percentages: 23% of the rent shall be
allocated to Building 1; 46% of the rent shall be allocated to Building 2; and
31% of the rent shall be allocated to the remainder of the Leased Premises.
This reduction or remission shall terminate upon the completion of repairs.
9. Taxes
For every year (or part of year) that this lease is in effect, Lessee
agrees to pay as additional rental, all taxes on both the land and improvements
leased herein and on any improvements placed upon the Leased Premises by either
Lessee or Lessor during the life of this lease, including all ad valorem taxes
and ad valorem assessments and, in addition, the installment amount including
principal and interest, for each lease year of all assessments now existing or
hereafter assessed against the leased land on an acreage, front footage, or
other than ad valorem basis. All such additional rent shall be paid by Lessee
to lessor within thirty (30) days after lessor has provided Lessee with a
complete copy of a ▇▇▇▇ from the taxing authority stating that the taxes are
due. It is distinctly understood and agreed that Lessor shall have the right
to join with other sin requesting improvements on or adjacent to the Leased
Premises to be paid for on an assessment basis and the fact that Lessor so
joins in such requests shall not in any manner relieve Lessee of the
obligations with respect to payment of the amount of all assessments hereafter
assessed against the leased land on an acreage, front footage or other than ad
valorem basis. Should a "one time only" assessment be hereafter assessed
against the Leased Premises, Lessee shall only be obligated to pay one-tenth
(1/10) of said assessment per year for the remainder of the lease term or ten
(10) years whichever is shorter.
Lessee, at its own cost and expense, may contest by appropriate
proceedings the amount of any such tax and Lessee may, if it shall so desire,
endeavor at any time by appropriate proceedings to obtain a reduction in the
assessed valuation of the Leased Premises for tax purposes. However, Lessee
may not withhold payment of tax to Lessor. In the event that Lessee's efforts
cause a rebate or refund of tax to Lessor, Lessor shall refund in like manner
to Lessee.
Nothing contained in this lease shall require Lessee to pay any estate,
inheritance, succession, capital levy, corporate franchise, sales, use, gross
receipts, transfer or income tax of Lessor or any tax payable by lessor in
rentals, nor shall any of the same be deemed real estate taxes.
10. Public Taking
If after the execution of this lease and prior to the expiration of the
term hereof, the whole of the Leased Premises shall be taken under power of
eminent domain by any public or private authority, or conveyed by lessor to
said authority in lieu of such taking, then this lease and the term hereof
shall cease and terminate as of the date of such taking; subject, however, to
the right of Lessee, at its election, to continue to occupy the Leased
Premises, subject to the terms and provisions of this lease, for all or such
part, as Lessee may determine, of the period between the date of such taking
and the date when possession of the Leased Premises shall be conveyed to the
condemning authority and any unearned rent or other charges, if any, paid in
advance, shall be refunded to Lessee.
If, after the execution of this lease and prior to the expiration of the
term hereof, any public or private authority shall, under the power of eminent
domain, make a taking of, or Lessor shall convey to said authority in lieu of
such taking, any portion of the Leased Premises, then this lease and the
obligation to pay rent hereunder shall terminate as to the part so taken as of
the date the condemning authority takes title or possession, whichever first
occurs. If such taking (i) results in any reduction of Building 1 or 2; (ii)
results in a reduction of 15% or more of the land constituting the Leased
Premises other than the land under Buildings 1 and 2; or (iii) results in a
taking of the access roads to the Leased Premises that substantially impedes or
substantially interferes with access to the Leased Premises, then Lessee may,
at its election, terminate this lease by giving Lessor notice of the exercise
of Lessee's election within thirty (30) days after Lessee shall receive notice
of such taking. In the event of termination by Lessee, this lease and the term
hereof shall cease and terminate as of the date of such taking, subject to the
right of Lessee, at its election, to continue to occupy the Leased Premises,
subject to the terms and provisions of this lease, for all or such part, as
Lessee may
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determine, of the period between the date of such taking and the date when
possession shall be taken by the condemning authority of the Leased Premises,
and any unearned rent or other charges, if any, paid in advance by Lessee shall
be refunded to Lessee. However, in order to keep this lease in force and
effect, lessor shall have the option of substituting equivalent premises, fit
for the use for which Lessee was using the premises so taken and located within
the same municipal block as the Leased Premises, in an equal amount and in at
least as good a condition as that portion of the Leased Premises taken.
11. Indemnity
Lessor hereby indemnifies and agrees to hold Lessee harmless and to
defend Lessee against any and all liabilities, claims, losses, costs, damages,
expenses, including attorneys' fees, demands and judgments (including, but not
limited to, claims demands, suits, costs and expenses for bodily injury,
illness, disease, death or loss of services, property or wages and costs
associated with hazardous waste site clean-up) to which Lessee may be subject
as a result of toxic substances or hazardous wastes, presently existing, known
or unknown to Lessor, located on or beneath the Leased Premises, unless caused
by the willful acts or omissions or fault of Lessee. Lessor's obligation to
indemnify and to hold Lessee harmless on the terms stated above shall be
limited to One Million ($1,000,000.00) ▇▇▇▇▇▇▇ and shall survive the term of
this lease.
12. Notice
Any notices, demands or citations under this lease are to be in writing
and addressed as follows: To Lessor -- Rathborne Properties, Inc., P. O. ▇▇▇
▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; to Lessee -- Homco International, Inc., P. O. ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and P. O. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
13. Signs or Decorations
Lessee is obligated not to display in, on or above the Leased Premises
any sign or decoration, the nature of which, in the judgment of Lessor, is
dangerous, unsightly or detrimental to the property. Lessee is prohibited from
painting any signs on the Leased Premises without the written consent of
Lessor, and Lessee is obligated to promptly remove at or before the expiration
of this lease, any and all signs painted or placed in or upon any part of the
Leased Premises to Lessor's satisfaction, and Lessee is obligated to pay the
cost of said removal, plus attorney's fees, in the event of failure to carry
out this obligation.
Lessee must allow prospective purchasers authorized by Lessor or agent
to visit the premises in view of buying during the term of this lease from 10
A.M. to 5 P.M. on business days. Lessor also reserves the right to keep on the
Leased Premises "For Rent" cards during the ninety (90) days preceding the
expiration of this lease; and Lessee must allow parties authorized by Lessor or
its agent to visit the Leased Premises in view of renting for ninety (90) days
prior to expiration, from 10 A.M. to 5 P.M. on business days. Lessor shall
give Lessee twenty-four (24) hours oral notice prior to visiting the Leased
Premises.
14. Responsibility for Damages
Lessor will not be responsible for damage caused by defects in the
sprinkler systems, by leaks in the roof, by bursting of pipes, by freezing or
otherwise, or by any vices or defects of the Leased Premises or the
consequences thereof, except in the case of positive neglect or failure to take
action toward the remedying of such defects as are required by the lease to be
remedied by Lessor within reasonable time after having received written notice
from Lessee of such defects and the damage caused thereby. Should Lessee fail
to promptly so notify Lessor, in writing of any such defects, Lessee will
become responsible for any damage resulting to Lessor or other parties. Lessee
shall be subrogated to the rights of Lessor against third parties to the extent
of any damages suffered by Lessee.
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15. Vacating Premises
In the event of Lessee being absent from the Leased Premises, Lessor or
his agent shall be notified in writing where keys may be had in order that the
Leased Premises may be shown to prospective tenants or purchaser. Should Lesse
not allow prospective tenants or purchasers to inspect the property, as
provided herein, Lessor has the option to consider this lease renewed for one
year under the same terms and conditions, or may hold Lessee responsible for
damages, and Lessor or agent has the further option to enter the premises by
any means, without responsibility to Lessee for any loss or damage resulting
therefrom.
Should the Leased Premises be vacated or abandoned by Lessee because of
ejectment for breach hereof, then the rent for the unexpired term with
attorney's fees, shall at once become due and exigible, and Lessor, at his
option, has the right to cancel the lease, or re-enter and let the Leased
Premises for such price and on such terms as may be immediately obtainable and
apply the net amount realized to the payment of the rent. Notwithstanding the
foregoing, should Lessee vacate the Leased Premises but continue to be in
compliance with all other conditions of this lease, Lesee shall not be deemed
to be in breach of this lease and Lessor shall not have available the remedies
set forth in this Section 15 or Section 18 of this lease.
16. Surrender of Premises
At the expiration of this lease, or its termination for other causes,
Lessee is obligated to immediately surrender possession, and should Lessee fail
to do so, he consents to pay any and all damages, but in no case less than five
95) times the rent per day, with attorney's fees, costs, etc. Lessee also
expressly waives any notice to vacate at the expiration or termination of this
lease and all legal delays, and hereby confesses judgment with costs placing
Lessor in possession to be executed at once. Should Lessor allow or permit
Lessee to remain on the Leased Premises after the expiration or termination of
this lease, this shall not be construed as a reconduction of this lease, and
the lease shall continue in effect but on a month-to-month basis. In the event
of any such month-to-month continuance, the rent may be changed or the lease
terminated upon thirty (30) days prior written notice. The time of the lease
shall not be reconducted but all other conditions thereof shall continue to
govern on a month-to-month basis.
17. Sublease
Lessee shall not be permitted to mortgage its leasehold interest or any
improvements upon the Leased Premises, to assign this lease, to rent or sublet
or grant use or the possession of the Leased Premises to any other party,
without the written consent of the Lessor, which consent shall not be
unreasonably withheld, and then only in accordance with the terms of this
lease. Any such sublease shall be handled by Lessor at expense of Lessee.
No auction sales, or any sales of furniture, fixtures, etc., shall be
conducted on the premises without the written consent of the Lessor or agent.
18. Non-Payment of Rent, Etc.
In the event Lessee shall at any time be in default of the payment of
rent or other charges herein required to be paid by Lessee for a period of ten
(10) days after notice to Lessee in writing of such default; or upon the
adjudication of Lessee in bankruptcy, the appointment of a receiver for Lessee,
the filing of a bankruptcy, receivership or respite petition by Lessee, or upon
Lessee's suspension, failure or insolvency, and such condition shall continue
for a period of thirty (30 days after notice to Lessee in writing; or should
Lessee at any time be in default in the observance or performance of any of the
conditions of this lease required to be observed or performed by Lessee and
such default shall continue for a period of thirty (30) days (or such longer
period if necessary to cure such default, so long as Lesse has taken steps
within such thirty day period to cure such default), after notice to Lessee in
writing of such default then, at the option of Lessor, the rent for the whole
unexpired term of this lease shall at once become due and exigible; and Lessor
shall have the further option to at once demand the entire rent for the whole
term, or to immediately cancel this lease, or to proceed for past due
installments only, reserving the right to later proceed for the remaining
installments, all without putting Lessee in default, Lessee to remain
responsible for all damages or losses suffered by Lessor, Lessee
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hereby assenting thereto and expressly waiving the legal notices to vacate the
premises. Should an agent or attorney be employed to give special attention to
the enforcement or protection of any claim of Lessor arising from this lease,
Lessee shall pay, as fees and compensation to such agent or attorney an
additional sum of 33 1/3% of the amount of such claim, the minimum fee,
however, to be $500.00 or if the claim be not for money, the such sum as will
constitute a reasonable fee, together with all costs, charges and expenses.
Failure to strictly and promptly enforce these conditions shall not
operate as a waiver of Lessor's rights, Lessor expressly reserving the right to
always enforce prompt payment of rent, or to cancel this lease, regardless of
any indulgences or extensions previously granted. The receiving by lessor, or
Lessor's representative of any rent in arrears, or after notice of institution
of any suit for possession, or for cancellation of this lease, will not be
considered as a waiver of such notice of suit, or of any of the rights of
Lessor.
19. Additional Improvements
Lessee is obligated not to make any additions or alterations whatever to
the Leased Premises without Lessor's written approval. All additions,
alterations or improvements made by Lessee with or without consent of Lessor,
no matter how attached must remain the property of Lessor, unless otherwise
stipulated herein or agreed to by the parties. Lessee expressly waiving all
rights to compensation therefor. It is stipulated and agreed that the
additions and improvements specified on Exhibit "B" attached hereto shall be
and remain the property of Lessee and shall be removed by Lessee upon the
termination of this lease. The Lessor at his option, may require the buildings
to be replaced in its original condition, normal wear and tear excepted.
Lessor or agent or workmen shall have the right to enter the Leased Premises at
any time for the purpose of making repairs necessary for the preservation of
the property.
20. Renewal Option
Lessee is hereby granted the privilege of renewing this lease for two
additional periods of five (5) years or for a period of six (6) months under
the following terms and conditions:
(a) At least ninety (90) days prior to the expiration of this lease,
Lessee shall give Lessor, by certified United States mail, addressed to Lessor
at Harvey, Louisiana, written notice of its election to renew, or not to renew,
for the net ensuring five (5) year term or for a six (6) month term.
(b) If Lessee elects to renew for an additional term of five years,
Lessee and Lessor shall meet not later than thirty (30) days after the receipt
of said certified notice to determine the rental for the renewal period, which
yearly rental shall in no case bed less than the preceding year's rental.
If Lessor and Lessee are unable to agree upon the new rental, they shall
each designate an appraiser to arbitrate said rent. Any such arbitrated rent
shall be based on the fair rental value of the property for the first year,
which yearly rental shall in no case be less than the rent for the preceding
year's rental, adjusted upward by 3%. Should said appraisers be unable to
agree upon the new rental, a third appraiser shall be appointed by the New
Orleans Real Estate Board and the decision of any two of the said appraisers
shall be final and binding on Lessor and Lessee. Lessor and Lessee shall each
pay the fee of their appraiser, and the fee of the appraiser selected by the
President of the New Orleans Real Estate Board shall be pro rated equally
between Lessor and Lessee.
21. Quiet Enjoyment
Lessor covenants and agrees with lessee that upon Lessee's paying the
rent and observing and performing all of the terms, covenants and conditions on
Lessee's part to be observed and performed hereunder, Lessee may peaceably and
quietly have, hold, occupy and enjoy the Leased Premises without hindrance or
molestation from lessor or any persons lawfully claiming through Lessor.
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22. Recordation
Simultaneously herewith, Lessor and Lessee have entered into a
memorandum of lease for recording purposes and Lessor and Lessee agree, upon
the commencement of the term of this lease, to enter into a recordable
agreement in the form attached hereto as Exhibit "C" supplementing the lease
and specifying the commencement date of the lease and the dates relating to
Lessee's option to extend the term of the lease.
Lessee shall pay all filing fees and costs with respect to recording the
memorandum of lease and any supplements or amendment. Lessee covenants and
agrees not to record this lease or otherwise disclose the terms thereof.
23. Sole Agreement
This lease, together with attached exhibits, constitutes the sole
agreement between Lessor and Lessee and supersedes any prior agreements with
regard to the Leased Premises. All modifications of this agreement shall be
without effect, unless made in writing and signed by authorized representatives
of both Lessor and Lessee respectively, Lessee to furnish in writing such
authorized representatives.
IN WITNESS WHEREOF, the parties hereto hereunto affixed their signatures
as of this 14 day of October, 1988.
RATHBORNE PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
HOMCO INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
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