SUB-LEASE
BY: UNIVERSITY OF NEW ORLEANS STATE OF LOUISIANA
RESEARCH AND TECHNOLOGY
FOUNDATION, INC.
TO:AVONDALE INDUSTRIES, INC. PARISH OF JEFFERSON
This Sub-Lease is effective as of the 16th day of May, 1997,
by and between:
UNIVERSITY OF NEW ORLEANS RESEARCH
AND TECHNOLOGY FOUNDATION, INC.
a Louisiana non-profit corporation, represented herein
by its duly authorized President, Xxxx X. Xxxxx, with
its registered office located at UNO TEC Center, 0000
Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxx 00000,
(hereinafter "Sub-Lessor" or the "Foundation"
interchangeably); and
AVONDALE INDUSTRIES, INC.
a Louisiana corporation, with its registered office
located at 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx 00000,
represented herein by its duly authorized officer,
Xxxxxx X. Kitchen, Vice President and Chief Financial
Officer, (hereinafter "Sub-Lessee" or "Avondale"
interchangeably)
upon the following terms and conditions:
ARTICLE I - DEFINED TERMS
The terms as used in this Sub-Lease shall have the same
meanings as the terms used in the Ground Lease between the Board
of Supervisors of Louisiana State University and Agricultural and
Mechanical College, acting on behalf of University of New Orleans
(the "Lessor"), and the Foundation effective as of 16th day of
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May, 1997 (the "Ground Lease"), unless otherwise stated herein.
ARTICLE II - SUB-LEASED PREMISES
The Sub-Leased premises shall be the same as the Leased
Premises as defined in the Ground Lease which is the Land as
described below together with the Facilities to be constructed on
the Land, the Facility Equipment located therein and the right of
uninterrupted access to and from all streets and roads now or
hereafter adjoining the Land for vehicular and pedestrian ingress
and egress (the "Sub-Leased Premises").
The Land is described as follows:
A certain portion of ground located in Fairfield
Plantation, in Xxxxxxx 0, X00X, X00X, Xxxxxxxxx
Xxxxxxxx of Louisiana, West of the Mississippi River,
Xxxxxxxxx Xxxxxx, Louisiana, in an area bounded by La.
Xxxxx Xxxxxxx Xx. 00, Xx. Xxxxx Xxxxxxx Xx. 000, and
the Mississippi River, designated as Lot AV-2
containing 4.5772 acres more or less and described as
follows:
Commence from the point where the northerly right of
way line of La. Xxxxx Xxxxxxx Xx. 00 turns to intersect
the westerly right of way line of La. Xxxxx Xxxxxxx Xx.
000 and go in a westerly direction along the northerly
right of way line of La. Xxxxx Xxxxxxx Xx. 00 a
distance of 2292.24 feet to the southeast corner of Lot
AV-2, the POINT OF BEGINNING. Thence continue along
the northerly right of way line of La. Xxxxx Xxxxxxx
Xx. 00, Xxxxx 00 degrees 08 minutes 16 seconds West a
distance of 514.10 feet; thence go North 17 degrees 09
minutes 16 seconds East a distance of 479.00 feet;
thence go South 59 degrees 13 minutes 41 seconds East a
distance of 259.78 feet; thence go North 54 degrees 57
minutes 45 seconds East a distance of 224.16 feet;
thence go South 4 degrees 10 minutes 36 seconds West a
distance of 516.27 feet to the POINT OF BEGINNING.
All as shown on a survey by Xxxxxxx Surveying &
Engineering Inc. dated January 8, 1997 for First
American Title Insurance Company, Avondale Industries,
Inc. and Marrero Land and Improvements Assn., LTD; a
copy of which is attached hereto as Exhibit "A".
ARTICLE III - SUB-LEASE
The Sub-Lessor hereby sub-leases to the Sub-Lessee and the
Sub-Lessee lets from the Sub-Lessor the Sub-Leased Premises above
described on the following terms and conditions.
ARTICLE IV - CONDITION PRECEDENT
This Sub-Lease is contingent upon the execution of the
Cooperative Endeavor Agreement as defined in the Ground Lease and
the execution of the Ground Lease.
ARTICLE V - TERM OF SUB-LEASE
This Sub-Lease is for a term of fifty (50) years, commencing
on the "Effective Date" of the Ground Lease.
ARTICLE VI - SUB-LEASE RENTAL
Sub-Lessee agrees during the first twelve (12) years of the
Sub-Lease from 1997-2008 to pay as rental the sum of One Hundred
Thousand and no/100 ($100,000.00) Dollars per year that shall be
due on the later of September 1 of each year or the day after
written confirmation is received by Sub-Lessee that the
Foundation has received the payment set forth in Article IV (C)
of the Cooperate Endeavor Agreement from the State of Louisiana
and that the Foundation has made the required payment due on the
loan for the Facilities and/or the Facility Equipment.
In the event a payment from the State referred to above is
not received by the Foundation for a particular year and if Sub-
Lessee makes a payment for the Foundation on the loan financing
the Facilities and/or the Facility Equipment as a result of non-
payment by the State, Sub-Lessee will not be obligated to pay
rent for that year. However, if the State subsequently makes a
payment that reimburses the Foundation for a missed payment, if
any, and Sub-Lessee recovers the payment it made for the
Foundation, then Sub-Lessee shall simultaneously make a
retroactive rental payment of $100,000.00 for that year.
Beginning September 1, 2009 and for each year thereafter
during the term of the Sub-Lease, rent in the amount of One
Hundred Thousand and No/100 ($100,000.00) Dollars shall be due on
September 1 of each year.
Rent payments shall be paid to Sub-Lessor at 0000 Xxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxx 00000.
Rent not paid within ten (10) days of the date due shall be
considered delinquent, at which time a late charge of ten (10%)
percent per annum until paid shall be assessed to and paid by
Sub-Lessee.
Notwithstanding anything to the contrary set forth above in
this Article, during the initial year of the lease if the
Facilities are not ready for occupancy by September 1, 1997, rent
shall be due on the Date of Opening as defined in the Ground
Lease and for each month the Date of Opening occurs after
September 1, 1997, the rent due for the initial year shall be
reduced by Eight Thousand Three Hundred Thirty-Three and No/100
($8,333.00) Dollars.
ARTICLE VII - CREDIT FOR DEBT PAYMENT
In the event that Avondale is called upon and does make
payment on any debt obligations of the Foundation for the
Facilities and/or the Facility Equipment, Avondale shall be given
a dollar for dollar credit towards any price paid by Avondale for
the Facilities if Avondale is ever granted the option to purchase
the Facilities from the Foundation and does so complete the
purchase.
ARTICLE VIII - SPECIAL CONDITIONS OF SUB-LEASE
8.1 Right of Use. Sub-Lessor shall enter into a Right of
Use Agreement with the Lessor for the benefit of the University
of New Orleans School of Naval Architecture and Marine
Engineering (the "University") providing to the University the
initial right to use approximately twelve thousand (12,000)
square feet of space (to be increased to twenty-one thousand
(21,000) square feet of space no later than January 1, 2002) in
the Facilities to be built on the Land, all as more particularly
shown on Exhibit "A", attached to the Ground Lease. The space
furnished to the University in the Facilities shall be furnished
and equipped as mutually agreed upon by the University and
Avondale.
8.2 Construction Contract and Supervision of Construction.
Avondale has entered into a Construction Contract with Broadmoor
Construction Company as general contractor for construction of
the Facilities. Within ten (10) days of the execution of this
Sub-Lease, Avondale shall assign the Construction Contract to the
Foundation. However, Avondale agrees to supervise and monitor
the construction of the Facilities through completion as agent
for the Foundation.
8.3 Triple Net Sub-Lease. Sub-Lessee shall be responsible
and assume all obligations imposed on Sub-Lessor by the Ground
Lease. In particular, but not as a limitation, Sub-Lessee shall
pay all utilities, insurance costs, taxes assessed to the Land
and Facilities, if any, and shall pay all costs of maintenance
and repair for the Facilities and other improvements without the
Sub-Lessor having any responsibility therefor.
ARTICLE IX - USE OF SUB-LEASED PREMISES
9.1 The Sub-Leased Premises described above are leased to
Sub-Lessee for the purpose of using the Premises for support of
Avondale's LPD-17 contract with the Navy, other marine ship
building or conversion contracts and for providing space for the
University's School of Naval Architecture and Marine Engineering
or for any purpose within its mission that is not incompatible
with Avondale's use of the Facilities. Use for any other purpose
shall require Sub-Lessor's and Lessor's prior written consent.
9.2 Sub-Lessee agrees to comply with all applicable law,
ordinances and regulations in connection with its use of the Sub-
Leased Premises and agrees to keep the Sub-Leased Premises in a
clean and sanitary condition.
9.3 Sub-Lessee shall not store any hazardous chemicals or
waste on the Sub-Leased Premises nor shall it conduct any
activity thereon which shall results in the contamination of all
or any part of the Sub-Leased Premises with hazardous materials.
9.4 Sub-Lessee shall not conduct on the Sub-Leased Premises
any business deemed extra hazardous, a nuisance, or which might
require Sub-Lessor's insurance premiums to increase.
ARTICLE X - MEMORANDUM OF SUB-LEASE
Neither Sub-Lessor nor Sub-Lessee shall file this Sub-Lease
for record in the public records or any public place without the
written consent of the other. In lieu thereof, Sub-Lessor and
Sub-Lessee agree to execute in recordable form a Memorandum of
Lease in the form of Exhibit "_____" attached hereto. Such
Memorandum shall be filed of record in the Parish of Jefferson,
State of Louisiana.
ARTICLE XI - GROUND LEASE TERMS APPLICABLE
Lease Terms Applicable to Sub-Lease: All terms, conditions,
and obligations of the Ground Lease are incorporated herein as if
copied herein in extenso. Sub-Lessee shall be bound by, shall
assume and comply with and shall discharge each and every
obligation, covenant, condition or restriction imposed upon Sub-
Lessor under the terms of the Ground Lease with regard to the
Sub-Leased Premises or its use and occupancy. Without limitation
of the foregoing, each and every provision of the Ground Lease
whereby Sub-Lessor releases Lessor, agrees to the limitation of
liability of Lessor or agrees to indemnify Lessor shall be
binding upon Sub-Lessee and shall enure to the benefit of Lessor,
as if the name of Sub-Lessee were substituted in each such
provision in place of the name of Sub-Lessor. In the event of a
conflict between the Ground Lease and this Sub-Lease, the terms
of the Ground Lease shall control. Except as otherwise provided
herein, all rights and obligations of Sub-Lessor and Sub-Lessee
shall be the same as those of Lessor and Lessee, respectively, as
provided by the Ground Lease, as if the name of the Sub-Lessor
were substituted for Lessor and the name of the Sub-Lessee were
substituted for Lessee.
ARTICLE XII - NOTICES
Notices. Notices or communications to Sub-Lessor or Sub-
Lessee required or appropriate under this Sub-Lease shall be in
writing, sent by (a) personal delivery, or (b) expedited delivery
service with proof of delivery, or (c) registered or certified
United States mail, postage prepaid, or (d) prepaid telecopy if
confirmed by expedited delivery service or by mail in the manner
previously described, addressed as follows:
IF TO SUB-LESSOR:
Xxxxx Xxxxx
University of New Orleans Research and Technology Foundation
UNO TEC Center
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxx 00000
Telecopy: (000) 000-0000
IF TO SUB-LESSEE:
Xxxxxx X. Kitchen,
Vice President and Chief Financial Officer
Avondale Industries, Inc.
(with copy to Xxxxxx X. Xxxxx, Xx.)
0000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 00000
Telecopy: (000) 000-0000
or to such other address or to the attention of such other
person as hereafter shall be designated in writing by such
party. Any such notice or communication shall be deemed to
have been given either at the time of personal delivery or,
in the case of delivery service or mail as of the date of
deposit in the mail in the manner provided herein, or in the
case of telecopy, upon receipt.
ARTICLE XIII - RIGHT OF SUB-LESSEE
TO CURE DEFAULT OF SUB-LESSOR
Both Lessor and Sub-Lessor shall give Sub-Lessee notice of
any default of Sub-Lessor, and Sub-Lessee shall be granted
thirty (30) days in which to cure any default of Sub-Lessor.
Any payment made by Sub-Lessor or its designees on behalf of
Sub-Lessee shall be credited against any rental payments due
under this Agreement.
ARTICLE XIV - DEFAULT OF SUB-LESSEE
Any of the following events shall be deemed to be an "event
of default" by Sub-Lessee under this Sub-Lease.
14.1.Sub-Lessee shall fail to pay any sum required to be
paid to Sub-Lessor under the terms and provisions of this
Sub-Lease and such failure shall not be cured within thirty
(30) days after Sub-Lessee's receipt of written notice from
Sub-Lessor of such failure, provided that on the third such
failure no notice of default shall be required.
14.2.The taking by execution of Sub-Lessee's leasehold
interest for the benefit of any Person.
14.3.Sub-Lessee shall fail to perform any covenant or
agreement, other than the payment of money, required to be
performed by Sub-Lessee under the terms and provisions of
this Sub-Lease and such failure shall not be cured within
thirty (30) days after receipt of written notice from Sub-
Lessor of such failure; provided that if during such thirty
(30) day period, Sub-Lessee takes action to cure such
failure but is unable, by reason of the nature of the work
involved to cure such failure within such period and
continues such work thereafter diligently and without
unnecessary delays, such failure shall not constitute an
Event of Default hereunder until the expiration of ninety
(90) days after such thirty (30) day period to cure such
failure.
14.4.A court having jurisdiction in the premises shall enter
an order for relief in any involuntary case commenced
against Sub-Lessee, as debtor, under the Federal Bankruptcy
Code, as now or hereafter constituted, or the entry of a
decree or order by a court having jurisdiction in the
premises appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator, or other similar official
of or for Sub-Lessee or any substantial part of the
properties of Sub-Lessee or ordering the winding up or
liquidation of the affairs of Sub-Lessee, and the
continuance of any such decree or order unstayed and in
effect for a period of ninety (90) consecutive days.
14.5.The commencement by Sub-Lessee of a voluntary case
under the Federal Bankruptcy Code, as now or hereafter
constituted, or the consent or acquiescence by Sub-Lessee to
the commencement of a case under such Code or to the
appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or
other similar official of or for Sub-Lessee or any
substantial part of the properties of the Sub-Lessee.
ARTICLE XV - INTERVENTION
15.1 Intervention of Lessor: And now into these presents
intervenes the Board of Supervisors of Louisiana State
University and Agricultural and Mechanical College, acting
herein on behalf of University of New Orleans, Lessor, who
consents to this Sub-Lease in favor of Sub-Lessee, but
without waiving, modifying or abridging any provision of the
Ground Lease and to consent to Article XI.
Sub-Lessor has executed this Sub-Lease in New Orleans,
-----------
Louisiana, in the presence of the undersigned witnesses on
the 20 day of May, 1997.
--
WITNESSES AS TO SUB-LESSOR: SUB-LESSOR:
UNIVERSITY OF NEW ORLEANS
RESEARCH AND TECHNOLOGY
FOUNDATION, INC.
/s/ XXXXXX XXXXXXXXXX XX
--------------------
/s/ XXXXXX X. XXXX By: /s/ XXXX X. XXXXX
-------------- -------------
Xxxx X. Xxxxx,
President
TIN:__________________
Sub-Lessee has executed this Sub-Lease in Avondale,
--------
Louisiana in the presence of the undersigned witnesses on
the 16th day of May, 1997.
----
WITNESSES AS TO SUB-LESSEE: SUB-LESSEE:
AVONDALE INDUSTRIES, INC.
/s/ XXXXX X. XXXXXXX
----------------
/s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. KITCHEN
---------------- -----------------
Xxxxxx X. Kitchen, Vice
President and Chief
Financial Officer
TIN: 00-0000000
----------
Intervenor has executed this Sub-Lease in Baton Rouge,
-----------
Louisiana, in the presence of the undersigned witnesses
on the 25th day of May, 1997.
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WITNESSES AS TO INTERVENOR: INTERVENOR:
BOARD OF SUPERVISORS OF
LOUISIANA STATE UNIVERSITY
AND AGRICULTURAL AND
MECHANICAL COLLEGE
/s/ XXXXXX X. XXXXXXXX
------------------
/s/ (illegible) X. XXXXXX By: /s/ XXXXX X. XXXXXXX
------------------ --------------------
Xxxxx X. Xxxxxxx,
President,
The Louisiana State University
System
STATE OF LOUISIANA
PARISH OF __________________
On this 20th day of May, 1997, before the undersigned
Notary Public, personally appeared: XXXX X. XXXXX
-------------
who after being duly sworn, declared that he is the President
of the University of New Orleans Research and Technology
Foundation, Inc. and that he is duly authorized to execute the
foregoing Sub-Lease on behalf of the University of New Orleans
Research and Technology Foundation, Inc. and acknowledges that
he has done so as his free act and deed.
UNIVERSITY OF NEW ORLEANS RESEARCH
AND TECHNOLOGY FOUNDATION, INC.
By: /s/ XXXX X. XXXXX
-------------
Xxxx X. Xxxxx, President
/s/ XXXXXXXXX X. XXXXXXXX
---------------------
Notary Public
STATE OF LOUISIANA
PARISH OF Jefferson
---------
On this 16th day of May, 1997, before the undersigned Notary
----
Public, personally appeared: XXXXXX X. KITCHEN
-----------------
who after being duly sworn, declared that he is the Vice-
President and Chief Financial Officer of AVONDALE INDUSTRIES,
INC. and that he is duly authorized to execute the foregoing
Sub-Lease on behalf of Avondale Industries, Inc. and
acknowledges that he has done so as his free act and deed.
AVONDALE INDUSTRIES, INC.
By: /s/ XXXXXX X. KITCHEN
---------------------
Xxxxxx X. Kitchen
Vice President and Chief Financial
Officer
/s/ X. XXXXXXXXX
------------
Notary Public
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
----------------
On this 25th day of May, 1997, before the undersigned Notary
----
Public, personally appeared: XXXXX X. XXXXXXX
----------------
who after being duly sworn, declared that he is the President
of the Louisiana State University System and that he is duly
authorized to execute the foregoing Sub-Lease on behalf of The
Louisiana State University System, and acknowledges that he
has done so as his free act and deed.
BOARD OF SUPERVISORS LOUISIANA STATE
UNIVERSITY AND AGRICULTURAL AND
MECHANICAL COLLEGE
By: /s/ XXXXX X. XXXXXXX
----------------
Xxxxx X. Xxxxxxx, President
The Louisiana State University System
/s/ XXXXX X. XXXXX
--------------
Notary Public
