LEASE AGREEMENT WITH OPTION TO PURCHASE
THIS
LEASE AGREEMENT WITH OPTION TO PURCHASE (the “Agreement”) is made, entered into
and effective as of this 1st day of December, 2005, by and between THE XXXXXX
FAMILY CHARITABLE REMAINDER ANNUITY TRUST NO. 1, with an address of X.X. Xxx
0000, Xxxxx Xxxx, Xxxxxxxx 00000, ATTN: Xxxxx X. Xxxxxxxx, Trustee (“Landlord”),
and XXXXXXX MACHINE WORKS, INC., 00000 XX 0000, Xxxxxx, Xxxxx 00000, ATTN:
Xxxxx
X. Xxxxxxx (“Tenant”).
WITNESSETH:
For
and
in consideration of the covenants and agreements hereafter set forth, the
parties hereto agree as follows:
1. Premises.
Landlord hereby leases, demises and lets unto Tenant, and Tenant hereby leases
from Landlord upon the covenants, conditions and terms herein provided, a
portion of certain real property having a street address of 0000 Xxxxx-Xxxxxxx
Xxxx, Xxxxxx, Xxxxx 00000, as more fully described on Exhibit “A” attached
hereto, together with all buildings and other improvements located thereon,
hereafter collectively referred to as the “Premises.”
2. Term.
Unless
sooner terminated under the provisions of this Agreement, the term of this
Agreement (the “Term”) shall commence on the date hereof (the “Commencement
Date”) and shall expire on the day before the third year anniversary of the
Commencement Date.
3. Condition
to Occupancy.
Tenant
shall, at Tenant’s own expense and as soon as practicable after execution of
this Agreement, cause the electrical service to the improvements located on
the
Premises (the “Building”) to be separately metered in such a manner that the
portion of the Building being sublet by Tenant back to Landlord under the
sublease agreement executed contemporaneously herewith shall have its own
electrical meter and the remainder of the electrical service to the Building
shall have a separate meter. Tenant agrees and acknowledges that completion
of
the separate metering of electrical service shall be a condition precedent
to
Tenant’s occupancy of the building for purposes of conducting Tenant’s business
of manufacturing.
4. Rent.
Tenant
shall pay Landlord a base monthly rental (the “Rent”) in the amount of
$14,149.21 per month. Rent shall be payable on the 1st
day of
each month during the Term, except that the first installment of Rent shall
be
payable (on a prorated basis as provided in the following sentence) on the
Commencement Date. If this Agreement shall commence on a day other than the
1st
day of a
month, or expire on a day other than the last day of a month, the installment
of
Rent for such month shall be prorated based on a ratio, the numerator of which
shall be the number of days during such month that this Agreement was in effect
and the denominator of which shall be the total number of days in such month.
Rent shall be mailed or delivered to Landlord at Landlord’s address stated above
or to such other place as Landlord may from time to time designate in
writing.
5. Taxes.
Tenant
shall pay all ad valorem taxes levied, assessed or imposed upon or against
the
Premises during the term of this Agreement. Ad valorem taxes for which Tenant
is
liable and which are levied or assessed for the year in which this Agreement
commences shall be prorated based on a ratio, the numerator of which shall
be
the number of days during such year that this Agreement was in effect and the
denominator of which shall be the total number of days in such year.
Additionally, Tenant agrees to pay all taxes and assessments levied, assessed
or
imposed upon or against any of the personal property of Tenant now or hereafter
placed by tenant in or upon the Premises. Tenant shall also pay all use,
license, sales and permit fees and taxes which may at any time during the term
of this Agreement be imposed upon or with respect to or as a result of any
use
made of the Premises by Tenant. Tenant shall additionally pay any assessments
for special improvements, including, but not limited to, widening of exterior
roads, installation or hook-up to sewer lines, sanitary and storm drainage
systems and other lines and installations.
6. Insurance.
Tenant
shall maintain during the term of this Agreement standard “all risk insurance
coverage” on the Premises in an amount equal to the full replacement cost of all
improvements located on the Premises. Tenant shall further maintain a policy
or
policies of commercial general liability insurance, with the premiums fully
paid
on or before the due dates, issued and binding upon a solvent insurance company
properly authorized to do business in the State of Texas, such insurance to
afford minimum protection of not less than $1 million for personal injury or
death in any one occurrence and not less than $1 million for property damage
in
any one occurrence. All such policies of insurance mentioned in this paragraph
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of this Agreement shall be issued by a reputable company acceptable to Landlord
and shall show Landlord as an additional insured/loss payee as Landlord’s
interest may appear, and such company or companies shall be instructed to notify
landlord of any lapse or anticipated cancellation or termination of coverage
within a reasonable time so as to permit Landlord, at its option, to pay such
premiums to keep such insurance coverage in force and effect.
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7. Utilities.
Tenant
acknowledges that Landlord has provided water, electricity, gas, sewage and
telephone connections to the Premises. Tenant shall be responsible for payment
of all charges for electricity, water, sewage and other services billed to
or on
account of the Premises, excepting only electricity usage under the separately
metered portion of the Building subleased by Tenant to Landlord as hereinbefore
referenced in paragraph 3. No interruption in utility services, whether rending
the Premises untenantable or otherwise, shall be the basis for abatement of
Rent
and Tenant shall remain obligated for Rent notwithstanding any such interruption
in service.
8. Maintenance,
Repairs, Replacements and Services.
Tenant,
at its own risk and expense, shall maintain and keep in good operational repair
the walls, roof, foundation and other structural portions of the Premises and
all water and service lines, sewer, gas, wiring and public utility connections
and all utility lines and duets which serve the Premises. Tenant shall promptly
make and complete any such repairs and shall repair any and all damage to the
Premises which may result from its failure to make or delay in promptly making
the same. Additionally, Tenant shall, at its own risk and expense, maintain
and
keep in good operational repair (reasonable wear and tear and damage by casualty
excepted) all other portions of the Premises, including, but not limited to,
plumbing pipes and fixtures, electrical wiring and fixtures, windows, doors
and
door locks, walls, floor coverings and carpets, air conditioning, ventilating
and heating systems and lighting. Tenant, at its own risk and expense, shall
provide routine care for the lawn and shrubbery. Tenant shall maintain the
Premises in a clean and orderly condition and shall, at its own cost and
expense, provide janitorial and cleaning services to the Premises and shall
not
permit accumulation of waste or refuse matter on the Premises. Tenant has
inspected and knows the condition of the Premises and has accepted the Premises
in good order and condition at the Commencement Date. Tenant warrants that
the
Building and improvements on the Premises, as well as the grounds, parking
areas, fences and adjoining properties have been fully examined by Tenant and
that Tenant has reviewed the survey map of the Premises and Tenant takes the
same “AS IS,” with no warranties, express or implied. Tenant further
acknowledges that it has satisfied itself that the Premises and the Building
are
in compliance with all local, state and federal ordinances, laws, statutes
and
regulations of every nature whatsoever, and Tenant agrees that Tenant shall
be
solely liable for making any improvements, alterations or modifications of
the
Premises that may be required by any state, county, city or federal agency
for
the safety or convenience of any invitees or employees of Tenant, subject to
Landlord’s approval in writing of such alterations, modifications or
improvements. Tenant’s obligations hereunder shall include, without limitation,
any alterations, modifications or improvements necessary to be or remain in
compliance with regulations promulgated by the Occupational Safety and Health
Administration or required under the Americans With Disabilities Act or the
Texas Health and Safety Code.
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9. Use
of
the Premises.
Subject
to the provisions hereof, Tenant shall have the right to occupy and use the
Premises for all lawful commercial purposes. Tenant shall not permit to be
conducted on the Premises any business which is contrary to any valid municipal,
state or federal law as then interpreted and enforced. If there are applicable
restrictions and/or property owner association rules affecting the Premises,
Tenant will have been deemed to have reviewed the same and accepted said
restrictions/rules as part of this Agreement and will have determined that
said
restrictions and/or rules do not materially prevent tenant from using the
Premises as intended under this agreement. No warranty has been made by Landlord
as to whether or not the business use contemplated herein can be conducted
or
can be safely or lawfully conducted on the Premises.
10. Alterations,
Additions, Changes and Improvements.
Tenant
shall not make any structural or non-structural alterations, additions, changes
or improvements to the Premises without Landlord’s prior written consent, such
consent not to be unreasonably withheld, conditioned or delayed.
11. Sublease/Assignment.
Except
for the sublease of a portion of the Premises by Tenant to Landlord, as
referenced in paragraph 3 hereof, said sublease to be executed contemporaneously
herewith, Tenant shall not assign this agreement nor sublet the Premises, in
whole or in part, during the term hereof.
12. Signs.
Tenant,
at its sole risk and expense, shall have the right to install upon the Premises
signs identifying Tenant’s business. Tenant shall maintain any sign that it
places on the Premises in good order and condition.
13. Casualty.
In the
event the Premises are damaged by fire or other casualty, Tenant shall remain
fully liable hereunder and shall not be entitled to any abatement or reduction
of Rent during the period required for repair or replacement of any part of
the
Premises.
14. Quiet
Enjoyment.
Landlord represents, warrants and covenants that upon paying Rent and performing
the covenants on its part to be performed hereunder Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises for the Term
aforesaid.
15. Right
of Access.
Landlord and its representatives may enter the Premises after reasonable notice
to Tenant, at any reasonable time and in a manner which does not interfere
with
Tenant’s ability to conduct its business in the ordinary course for the purpose
of inspecting the Premises and ensuring that Tenant is in compliance with its
obligations hereunder.
16. Holding
Over.
In the
event Tenant does not exercise its option to purchase as hereinafter provided,
this Agreement shall expire at the end of the Term hereof and absent further
written agreement to the contrary, Tenant shall not hold over and shall vacate
the Premises at the expiration of the Term.
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17. Condemnation.
If the
whole of the Premises or such portion thereof as will make the Premises unusable
for Tenant’s purposes be condemned by any legally constituted authority for any
public use or purpose, then, in either of said events, the Term shall cease
from
the time when possession thereof is taken by public authorities and Rent and
other charges due under this Agreement shall be accounted for as between
Landlord and Tenant as of that date. Any awards from a condemning authority
attributable to the Premises shall be awarded to Landlord.
18. Default.
It is
mutually agreed that: (i) in the event Tenant shall default in the payment
of
any monetary amount herein reserved when due and shall fail to cure said default
within five (5) days after written notice thereof from Landlord; or, (ii) if
Tenant shall be in default of performing any of the non-monetary terms or
provisions of this Agreement on its part to be performed, and such default
continues after notice from Landlord for more than fifteen (15) days, then
and
in either such even Landlord may exercise any and all legal or equitable
remedies afforded Landlord under Texas law, including, but not limited to,
the
right to terminate this Agreement or the Tenant’s right of possession of the
Premises and/or bring an action against Tenant for damages. It is further
mutually agreed that in the event Landlord shall be in default in performing
any
of the terms or provisions of this Agreement on its part to be performed and
such default continues after notice from Tenant for more than thirty (30) days,
then and in such event Tenant may exercise any and all legal or equitable
remedies afforded Tenant under Texas law, including, but not limited to, the
right to bring an action against Landlord for damages. In any action or
proceeding brought by either party against the other under this Agreement or
relating to the Premises, the prevailing party shall be entitled to recover
from
the other party investigation costs and attorneys’ fees, court costs and other
legal expenses incurred by such party in such action or proceeding as the court
may find to be reasonable.
19. Landlord’s
Lien.
Except
as restricted by law, Tenant grants unto Landlord a contractual landlord’s lien
against all of Tenant’s effects, inventory, fixtures, appliances, goods, wears,
trademarks and equipment located on said Premises to secure Tenant’s performance
hereunder and Landlord shall not be liable to Tenant for any damage arising
out
of the attempt to perfect and enforce this lien. This contractual Landlord’s
lien is in addition to and not in lieu of any other statutory and/or
constitutional landlord’s liens.
5
20. Indemnification.
Tenant
agrees to indemnify and hold Landlord harmless from any and all claims and/or
liability arising out of the operation of Tenant’s business and arising out of
Tenant’s use of the Premises, and agrees to indemnify Landlord against all
costs, expenses, lost time, attorneys’ fees, expert fees, court reporter fees,
court costs, interest and penalties arising out of any claim involving Tenant’s
use of the Premises and/or Tenant’s business. Any and all such expenses incurred
by Landlord hereby shall bear interest at 18% per annum from the date said
cost,
expense or loss is incurred or paid. Landlord shall be entitled, but not
obligated, at Landlord’s sole option, to perform any obligation or expend any
sums required to be performed or expended by tenant hereunder and shall be
entitled to be reimbursed by Tenant upon written demand, together with interest
as hereinbefore specified.
21. Notice.
Any
notice, communication, request, reply or advice, herein severally and
collectively for convenience called “Notice,” in this Agreement provided or
permitted to be given, made or accepted by either party to the other must be
in
writing and may be given or served by depositing the same in the Untied States
Mail, postage prepaid, certified and addressed to the party to be notified
with
return receipt requested or by reputable overnight courier service or by
facsimile. Notice deposited in the mail in the manner hereinabove described
shall be effective unless otherwise stated herein on the 3rd
day,
exclusive of Saturdays, Sundays and postal holidays, after it is so deposited.
Notice given in any manner other than for herein shall be effective only if
and
when received by the party to be notified. Rejection or other refusal to accept
or the inability to deliver because of changed address of which no Notice was
given pursuant to this paragraph shall be deemed to be receipt of the Notice
sent. For purposes of Notice, the addresses of the parties shall, until changed
as herein provided, be as set forth on the cover page of this Agreement.
However, the parties hereto and their respective successors and assigns shall
have the right from time to time and at any time to change their respective
addresses and each shall have the right to specify as its address any other
address within the continental United States by at least fifteen (15) days
written notice to the other party; provided, however, no party may designate
more than one such place and address to receive Notices pursuant to the terms
hereof.
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22. Grant
of Option.
For and
in consideration of the sum of $10.00 and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Landlord does
hereby grant, bargain and sell to Tenant the exclusive right and option for
and
during the Option Period as defined hereinbelow to purchase the Premises in
accordance with the terms and provisions herein contained.
23. Exercise
of Options.
Provided that Tenant is not in default under this Agreement, the option to
purchase herein granted may be exercised by Tenant at any time within the Option
Period by written notice from Tenant to Landlord, given in strict accordance
with the provisions of paragraph 20 hereof. For purposes of this agreement,
the
Option Period shall mean that period of time from the Commencement Date to
and
ending on the 90th
day
preceding the expiration of the Term hereof. In the event of termination of
this
Agreement prior to expiration of the Term, the Option Period shall immediately
and simultaneously thereupon terminate.
24. Failure
or Refusal to Exercise Option.
In the
event Tenant does not exercise the option to purchase within the Option Period
and in the manner provided herein, then Tenant shall have no further right
or
option to purchase the Premises and the consideration for this option shall
be
retained by Landlord.
25. Agreement
to Sell and Purchase.
Upon
the timely and proper exercise of the option herein granted, Landlord agrees
to
sell and convey the Premises to Tenant, and Tenant hereby agrees to purchase
and
pay Landlord for the Premises.
26. Purchase
Price.
The
Purchase Price to be paid by Tenant to Landlord for the Premises shall be
$1,825,000.00, subject to the following amount to be credited for Rent paid
hereunder. The Rent is based upon the amount necessary to amortize the Purchase
Price of $1,825,000.00, at 7% interest over a period of 240 months, thereby
producing the Rent amount of $14,149.21. Utilizing an amortization schedule,
with the variables expressed in the preceding sentence, Tenant shall be entitled
to credit against the Purchase Price in an amount equal to the cumulative
principal reduction as reflected by such amortization schedule as of the last
rent payment by Tenant prior to closing of such purchase and sale of the
Premises. As hereinafter used, the term “Purchase Price” shall refer to the
Purchase Price of $1,825,000.00, and adjusted as set forth in this paragraph
26.
By way of example, in the event Tenant exercises its option to purchase as
of
the termination of this Agreement (i.e.,
Tenant
has made 36 full installments of Rent), Tenant shall be entitled to credit
for
Rent paid hereunder in the total amount of $139,890.18, thereby making the
Purchase Price $1,685,109.82.
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27. Payment
of Purchase Price.
The
Purchase Price shall be payable to Landlord by Tenant at closing, in cash or
by
cashier’s check or wire transfer of funds.
28. Title
Policy.
Landlord shall furnish to Tenant, at Tenant’s expense, an owner policy of title
insurance issued by a reputable title insurance company acceptable to Tenant,
licensed to do business in the State of Texas, in an amount not less than the
Purchase Price, dated at or after closing, insuring Tenant against loss under
the provisions of the title policy subject to the promulgated exclusions
including existing building and zoning ordinances and the following
exceptions;
| (i) | restrictive covenants, if any; |
| (ii) | standard printed exception for standby fees, taxes and assessments; |
| (iii) | liens created as part of any financing by Tenant of the Purchase Price; |
| (iv) | easements of record; |
|
(v)
|
reservations
or exceptions otherwise permitted by this Agreement or as may be
approved
by Tenant in writing;
|
| (vi) | standard printed exception as to marital right; |
|
(vii)
|
standard
printed exception as to waters, tide lands, beaches, streams and
related
matters;
|
|
(viii)
|
standard
printed exception as to discrepancies, conflicts, shortages in area
for
boundary lines, encroachments or protrusions or overlapping
improvements.
|
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29. Commitment.
Within
twenty (20) days after the title company receives a copy of this Agreement,
along with Tenant’s written notice of exercise of the option to purchase,
Landlord shall furnish to Tenant a commitment for title insurance (the
“Commitment”), at Tenant’s expense, along with legible copies of restrictive
covenants and documents, if any, evidencing exceptions in the Commitment
(“Exception Documents”) other than standard printed exceptions. Landlord
authorizes the title to mail or to hand-deliver the Commitment and Exception
Documents to Tenant at Tenant’s address set forth herein. If the Commitment and
Exception Documents are not delivered to Tenant within the specified tie, the
time for delivery will automatically be extended up to fifteen (15) days or
to
the closing date, whichever is earlier.
30. Survey.
Within
twenty (20) days after receipt of the exercise of the option to purchase, Tenant
shall cause the Premises to be surveyed, at Tenant’s expense, in order to obtain
an accurate legal description of the Premises.
31. Objections.
Within
ten (10) days after Buyer receives the Commitment, Exception Documents and
the
survey, Tenant may object in writing to defects, exceptions or encumbrances
to
the title other than those items set forth in paragraph 28 hereof. Tenant’s
failure to object within the time allowed will constitute a waiver of Tenant’s
right to object. Landlord shall timely cure objections of Tenant or any third
party lender within a reasonable time after Landlord receives the objections
and
the closing date will be extended as necessary.
32. Date
and Place of Closing.
The
closing hereunder shall occur at such place as to which Landlord and Tenant
may
agree. Except as herein provided, the closing date shall be on or before sixty
(60) days following Landlord’s receipt of Tenant’s exercise of the option to
purchase. In the event the closing date occurs after expiration of the Term
of
the Agreement hereunder, Tenant shall continue to pay Rent from the expiration
of the term until the closing date.
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33. Closing
Deliveries.
At
closing Landlord shall execute and deliver a General Warranty deed conveying
title to the Premises to Tenant and showing no additional exceptions to those
permitted in paragraph 28 hereof. Tenant shall deliver to Landlord the Purchase
Price in a form as hereinbefore set forth.
34. Settlement
and Other Expenses.
At
closing, Landlord shall be responsible for payment of all expenses relating
to
releases of existing liens, tax statements or certificates, preparation of
the
General Warranty Deed and one-half of the escrow fee. Tenant shall be
responsible for all other expenses, including but not limited to, loan expenses,
appraisal fees, loan application fees, credit report, preparation of loan
documents, interest on notes from date of disbursement to date of first payment,
recording fees, copies of easements and restrictions, mortgagee title policy
with endorsements required by lender, owner’s policy of title insurance and
commitment therefor, loan-related inspection fees, photos, amortization
schedules, one-half of escrow fee, transfer fees for cooperative or associate
membership for utility services and any prepaid items which may be required
by
Tenant’s lender.
35. Waiver
of Warranty.
Sale of
the Premises hereunder shall be “AS IS.” ALL IMPLIED WARRANTIES OF FITNESS,
SUITABILITY OR HABITABILITY REGARDING THE PREMISES ARE EXPRESSLY WAIVED BY
TENANT TO THE EXTENT PERMITTED BY LAW. ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, GOOD WORKMANSHIP AND/OR GOOD FAITH AND FAIR DEALINGS PRESENTLY
EXISTING OR TO COME INTO EFFECT BECAUSE OF ANY OF THE DUTY CREATED HEREUNDER
ARE
SPECIFICALLY WAIVED BY THE PARTIES HERETO.
36. Entire
Agreement.
This
Agreement shall constitute the entire agreement of the parties hereto with
respect to the subject matter hereof. All prior agreements between the parties
with respect to the subject matter hereof, whether written or oral, are
superseded by this agreement and shall be of no force and effect. This Agreement
cannot be changed, modified or discharged orally, but only by an agreement
in
writing signed by the parties hereto.
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37. Severability.
If any
term, covenant, condition or provision of this Agreement is held by a court
of
competent jurisdiction to be invalid, void or unenforceable, the remainder
of
the provisions hereof shall remain in full force and effect and shall in no
way
be affected, impaired or invalidated thereby.
38. Construction.
In
construing this Agreement, feminine or neuter pronouns shall be substituted
for
those masculine in form and vice versa, and plural terms shall be substituted
for singular and singular for plural in any place in which the context so
requires. This Agreement shall be construed without regard to the identify
of
the party who drafted the various provisions hereof. Moreover, each and every
provision of this Agreement shall be construed as though all parties hereto
participated equally in the drafting thereof. As a result of the foregoing,
any
rule or construction that a document is to be construed against the drafting
party shall not be applicable hereto.
39. Paragraph
Headings.
The
paragraph headings are inserted only for convenience and in no way define,
limit
or describe the scope or intent of this Agreement, nor in any way affect this
Agreement.
40. Relationship
of Parties.
Nothing
contained herein shall be deemed or construed as creating a relationship of
principal and agent or of partnership or a joint venture between the parties
hereto, it being agreed that no provision herein contained nor any acts of
the
parties herein shall be deemed to create any relationship between the parties
hereto, other than the relationship of Landlord and Tenant.
41. Cumulative
Effect.
Unless
expressly provided to the contrary in this Agreement, each and every one of
the
rights, remedies and benefits provided by this Agreement shall be cumulative
and
shall not be exclusive of any other such rights, remedies or benefits allowed
by
law. The failure of Landlord or Tenant to enforce against the other any
provision, covenant or condition herein by reason of either of them committing
any breach of or default under this Agreement shall not be deemed a waiver
thereof, nor void or affect the right of the agreed party to enforce the same
covenant or condition on the occasion of any subsequent breach or default;
nor
shall the failure of either party to exercise any option in this Agreement
upon
any occasion arising therefor be deemed or construed to be a waiver of the
right
to exercise that same kind of option upon any subsequent occasion, except as
expressly provided to the contrary herein.
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42. Binding
Effect.
The
provisions of this Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
43. Governing
Law.
This
Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of Texas.
44. Memorandum
of Lease Agreement.
A
memorandum of this Agreement in the form attached hereto as Exhibit “B” shall be
executed and recorded by Landlord and Tenant as soon as practicable after the
Commencement Date.
IN
WITNESS WHEREOF, this
Agreement is executed in multiple originals as of the date first above
written.
| THE XXXXXX FAMILY CHARITABLE | |
| REMAINDER ANNUITY TRUST NO. 1 | |
| By: /s/ Xxxxx X. Xxxxxxxx, Trustee | |
| Xxxxx X. Xxxxxxxx, Trustee | |
| XXXXXXX MACHINE WORKS, INC. | |
| By: /s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx, President |
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Exhibit
“A”
PREMISES
DESCRIPTION
The
buildings occupied as a shop or warehouse, excepting approximately the West
250
feet of the shop building presently occupied by Modco Industries Incorporated,
as a closure, manufacturing and warehouse facility, and in addition thereto
approximately 600 square feet of office space presently occupied by Modco
Industries Incorporated, said building being located on a tract of land
beginning at a ½” Iron Rod for the Southwest corner of the herein described
tract at the SW corner of Block 3 of a division of the Baseke Survey, and the
NW
corner of Airport Heights Subdivision, map or which is recorded in Volume 0,
Xxxx 000, Xxx Xxxxxxx xx Xxxxxxxxxx Xxxxxx, Xxxxx; thence N 14˚
38’ 25”
W a distance of 640.86 feet to an axle at the NW corner of Block 4 of the
Subdivision of the Baseke Survey in the S Line of that certain 20-acre tract
described in Volume 233, Page 000, Xxxx Xxxxxxx xx Xxxxxxxxxx Xxxxxx, Xxxxx;
thence N 75˚
19’ 28”
E with a S Line and the S Line of that certain 17.97-acre tract described in
Volume 613, Page 260, Deed Records of Xxxxxxxxxx County, Texas, a distance
of
1142.00 feet to a ½” Iron Rod in the W Line of the Airport Beach County Highway;
thence S 28˚
45’ 52”
E with a W Line a distance of 659.77 feet to a ½” iron Rod for the SE corner of
the herein described tract; thence S 75˚
17’ 00”
W with a N Line of Airport Heights Subdivision a distance of 1303.00 feet to
the
place of beginning, containing 17.973 acres of land, more or less.
LESS
AND
EXCEPT all of that portion of the above-described tract lying N of the Center
Line of a 60’ right-of-way which intersects with Airport Beach County Highway
and runs approximately through the center of the tract to its Westerly boundary.
Exhibit
“B”
MEMORANDUM
OF LEASE AGREEMENT
STATE
OF
TEXAS
)
)
ss:
COUNTY
OF
XXXXXXXXXX )
The
Xxxxxx Family Charitable Remainder Annuity Trust No. 1, Xxxxx X. Xxxxxxxx,
Trustee “Landlord,” and Xxxxxxx Machine Works, Inc., “Tenant,” do hereby declare
this Memorandum of Lease Agreement s of the 1st day of December,
2005.
1. Pursuant
to a Lease Agreement dated December 1, 2005 (the “Lease”), Landlord has leased
to Tenant and Tenant has leased from Landlord the real property described in
Exhibit “A” attached hereto, and by this reference incorporated herein, and all
improvements located on such real property (the “Premises”) pursuant and subject
to the terms, covenants and conditions contained in the Lease.
2. The
term
of the Lease commenced on the date of the Lease (“Commencement Date”) and unless
extended or earlier terminated in accordance with the terms and provisions
of
the Lease continues until the day before the third year anniversary of the
Commencement Date.
3. In
the
Lease, Landlord granted to Tenant an option to purchase the Premises (the
“Option”) pursuant to all terms and conditions contained therein and further
providing that if not exercise prior to the end of the term of the Lease, the
Option would expire and Tenant would have no further right to purchase the
Premises.
4. This
memorandum is intended only as notice of the Lease and the Option and is not
to
be construed as a summary thereof and in no way modifies any of the terms of
the
Lease. In the event the terms contained herein should conflict with the terms
and conditions of the Lease, the Lease shall control.
| THE XXXXXX FAMILY CHARITABLE | |
| REMAINDER ANNUITY TRUST NO. 1 | |
| By: /s/ Xxxxx X. Xxxxxxxx, Trustee | |
| Xxxxx X. Xxxxxxxx, Trustee | |
| XXXXXXX MACHINE WORKS, INC. | |
| By: /s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx, President |
ACKNOWLEDGMENT
STATE
OF
OKLAHOMA
)
)
ss:
COUNTY
OF
XXX
)
Before
me, the undersigned, a Notary Public in and for said County and State, on this
22nd
day of
November, 2005, personally appeared Xxxxx X. Xxxxxxxx, to me known to be the
identical person who signed the name of the maker thereof to the within and
foregoing instrument as Trustee of The Xxxxxx Family Charitable Remainder
Annuity Trust No. 1, and acknowledged to me that he executed the same as his
free and voluntary act and deed, and as the free and voluntary act and deed
of
said Trust, for the uses and purposes therein set forth.
Given
under my hand and seal the day and year last above written.
| My Commission Expires: | /s/ Xxxxxxx Xxx Xxxxxx |
| Aug. 26, 2006 | Notary Public # 02014533 |
ACKNOWLEDGMENT
STATE
OF
OKLAHOMA
)
)
ss:
COUNTY
OF
XXX
)
Before
me, the undersigned, a Notary Public in and for said County and State, on this
22nd
day of
November, 2005, personally appeared Xxxxx X. Xxxxxxx, to me known to be the
identical person who signed the name of the maker thereof to the within and
foregoing instrument as President of Xxxxxxx Machine Works, Inc., and
acknowledged to me that he executed the same as his free and voluntary act
and
deed, and as the free and voluntary act and deed of said corporation, for the
uses and purposes therein set forth.
Given under my hand and seal the day and year last above written.
| My Commission Expires: | /s/ Xxxxx Schalabra |
| Aug. 4, 2007 | Notary Public #__________ |
2
