Abbeville Plant Lease
Property 16.453 acres
This Agreement of Lease, effective November 16, 1964, by and between XXXXX
XXXXXX, husband of, and XXXXXX XXX XXXXXXX, presently residing together in
Vermilion Parish, Louisiana (hereinafter called Lessors) and SEACOAST PRODUCTS,
INC., a Delaware corporation, domiciled in Lewes, Delaware (hereinafter called
Lessee), herein represented by Xxxx X. Xxxxx, its President.
WITNESSETH:
1. Lessors, as owners of the usufruct of the property described as (a)
hereinafter, by virtue of that certain deed dated December 14, 1964, recorded in
COB 550 folio 80 of the records of Vermilion Parish, hereby lease to Lessee, for
a primary term of twenty years from date hereof, the following property situated
in Vermilion Parish, Louisiana (hereinafter sometimes called the Property):
a. A tract of land containing 16.453 acres, situated in the Seventh
Xxxx of Vermilion Parish, Louisiana, in Section 86, Township 14
South, Range 3 East and described as beginning at a point where
the North line of the property of the Lessor meets the West edge
of Vermilion River; thence running North 70[d]30' West, a
distance of 996.2 feet, thence running South 19[d]30' West,
a distance of 821.6 feet, thence running South 70[d]27' East
a distance of 750 feet to the Vermilion River, thence running in
a general Northerly direction along the meander line of said
Vermilion River to the point of beginning, said property being
more fully shown on the plat of X. X. X'Xxxxx, registered
surveyor, said plat marked Exhibit "A" for identification and
attached hereto; said 16.453 acres being shown on the said plat
as "Proposed Plant Site"; and
b. A non-exclusive Right-of-Way 60 feet in width, and described as
beginning at the Northwest corner of tract #1 above described,
thence running in a generally Southern direction along the West
line of said tract #1 above described a distance of 62.6 feet,
thence
running North 70[d]30' West, a distance of 3,475.8 feet to
Louisiana State Highway No. 333, thence running in a generally
Northern direction along the said State Highway a distance of
87.1 feet, thence running South 70[d]30' East, a distance
of 3,557.0 feet to the point of beginning. Said Right-of-Way
being more fully shown on said Exhibit "A" as "Proposed Road".
2. This lease shall cover only the surface of the Property, and does not
include or otherwise affect the minerals underlying the land. Furthermore, the
land covered by this lease is now subject to an oil, gas and mineral lease in
favor of X. X. Xxxxxx, recorded in the Conveyance Records of Vermilion Parish,
in Volume 516, page 591, under Entry No. 168015. Lessee hereunder takes the
Property covered by this lease subject to the above mentioned mineral lease, but
is granted the right to negotiate with the owner or owners of said mineral lease
for a subordination of the rights of the latter to the rights of Lessee
hereunder. It is further provided that any oil, gas or mineral operations which
may be conducted on the Property by Lessors, or their successors or assigns
(including any lessees under any mineral lease which may hereafter be granted on
said Property), after expiration of the existing mineral lease, shall not
interfere with but shall be subject to, the rights herein granted.
3. Lessee shall pay to Lessors, as rental:
a. During the first two years of the term hereof, commencing as of
November 15, 1964, the sum of two hundred fifty ($250) dollars
per month; and
b. During the remaining years of the term hereof, the sum of five
hundred ($500) dollars per month.
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Said rental shall be payable in advance on the first day of each month during
the term of this lease, and shall be delivered by mail addressed to Lessors at
Xxxxx 0, Xxx 000, Xxxxxxxxx, Xxxxxxxxx.
4. It is understood that Lessee intends to use the Property for a menhaden
processing plant and/or for any other uses permitted by law. However, Lessee
agrees that any menhaden plant constructed on the Property will employ such
techniques and equipment as will eliminate odors from the plant as far as is
practicable to do so. Lessee agrees to use only refrigerated vessels to bring
fish into the plant except in the case of an emergency beyond Lessee's control.
In addition, Lessee agrees that in its normal operations it will not discharge
into the Vermilion River any substances other than fresh water used in the
plant's condensing, washing or cooling systems, or the fresh water associated
with the processing of fish flour. The water to be discharged into the Vermilion
River shall not be treated chemically except for the purposes of water softening
and water purification.
5. Lessee is hereby granted the option to lease the Property for an
additional term of twenty years, on the same terms and conditions as specified
herein (the monthly rental to be $500); and three additional, successive
options, also of twenty years each, also on the same terms and conditions as
specified herein. Lessee shall exercise said options by giving written notice to
Lessors of its intention so to do, within one year prior to the date that this
lease would otherwise terminate, but no later than 90 days prior to such
termination.
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6. Lessee shall have the right to drill one or more water xxxxx on the
Property, at its expense, for the purpose of its operations on the Property.
7. Lessee shall have the right to construct any buildings and other
improvements on the Property, subject to all applicable laws regulating such
buildings and improvements, including zoning ordinances and other local
regulations. Lessee shall have the right, upon the termination of the lease, to
remove any and all structures which it may have placed on the premises, within a
period not exceeding six months from the termination of this lease, at its
expense but without additional charge by Lessors, regardless of the cause of
such termination; provided, however, (a) that Lessee shall be obligated to pay
the amount of rent herein stipulated, for such period as its buildings or other
property are permitted to remain on the Property after expiration of the lease;
and (b) that, if for any reason this lease should be terminated by Lessors for
non-payment of rent, Lessee shall have no right to remove the buildings and
other permanent improvements constructed thereon (but shall not be liable for
any rental therefor as under clause (a) above), but Lessee may remove, within a
period of 60 days from such termination, all machinery and other personal
property not permanently attached to the buildings or other improvements.
8. Lessee is granted the right to use the existing road leading from the
"Proposed Plant Site", running along the south side of Lessors' property to
Xxxxx Xxxxxxx Xx. 000, until June 1, 1965, and so long thereafter until notified
by Lessors to discontinue use of said existing road; or until the proposed 60
foot road along the northern boundary of Lessors' property is ready for use.
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9. Lessee shall erect, and maintain in good condition while this lease is
in force, a suitable livestock fence along the south boundary of the proposed 60
foot roadway along the northern boundary of Lessors' property, and along the
western and southern boundary lines of the "Proposed Plant Site" leased herein
(described in Paragraph 1 hereof). Lessee shall not be required to erect or
maintain any gates along said fence, but shall be obligated to maintain said
fence, as well as the existing livestock fence which runs along the northern
boundary of Lessors' property from Xxxxx Xxxxxxx Xx. 000 to the River; however,
Lessors shall have the right to place gates or cattle guards, at their expense,
along the south boundary of the proposed 60 foot roadway.
10. Lessee shall pay all ad valorem taxes on the Property herein leased
during the time that this lease is in force.
11. If, at any time within a period of three years from the date of this
lease, (a) this lease should be terminated either by consent of the parties or
for any reason not within the control of either party, or (b) the use of the
Property is severely restricted as a result of matters not within the control of
either party, then Lessee shall have a reasonable time within which to remove
any buildings and other improvements which may have been constructed on the
Property (but shall be under no obligation to remove concrete foundations or
underground facilities), and shall, at Lessors' request, reconvey to Lessors
such title and interest in and to the Property which Lessee may have acquired
from Lessors, without warranty on the part of Lessee except for Lessee's own
acts.
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12. In the event Lessee should fail to pay any two successive installments
of rent when due, Lessors shall have the option to declare the full amount of
rental payable for the unexpired term of this lease due and payable as of the
expiration date of such default. Should it be necessary that Lessors retain an
attorney to enforce their rights under this paragraph, Lessee shall pay, in the
event that Lessors' position is legally sustained, 20% additional of any amount
due as attorney's fees, said fees in no event to be less than one hundred ($100)
dollars.
13. All notices hereunder shall be effective if in writing and mailed,
postage prepaid, to Lessors at Xxxxx 0, Xxx 000, Xxxxxxxxx, Xxxxxxxxx, and to
Lessee at both X.X. Xxx 000, Xxxxxxxxx, Xxxxxxxxx, and Seacoast Products, Inc.,
Lewes, Delaware.
14. Should Lessors contend that Lessee is violating any of the provisions
of this lease, they shall cause written notice of such alleged violation to be
mailed to Lessee at the addresses set forth in Paragraph 13 herein, and Lessee
shall have twenty days from the posting of such notice in the U.S. mails within
which to correct the condition described in the notice, and Lessee's failure to
so correct shall be grounds for Lessors to seek judicial cancellation of this
lease, at Lessor's option.
15. The term "Lessors" as used herein shall be taken to mean, in the event
of the death of either of them, the survivor.
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IN WITNESS WHEREOF, this agreement is executed effective as of the date
written above, at Abbeville, Louisiana.
WITNESSES:
---------------------------- -------------------------------
Xxxxx X. Xxxxxxxx Xxxxx Xxxxxx
----------------------------
Xxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxx Xxx Xxxxxxx Xxxxxx
----------------------------
Xxx X. Xxxxxxxxx
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ASSIGNMENT OF COMMERCIAL LEASES
STATE OF TEXAS
COUNTY OF XXXXXX
BE IT KNOWN, that on this 27th day of April, 1984,
BEFORE ME, Xxxx X. Xxxxxxxx, a Notary Public, duly commissioned and
qualified, in and for the State of Texas, therein residing, and in the presence
of the witnesses hereinafter named and undersigned,
PERSONALLY CAME AND APPEARED:
SEACOAST PRODUCTS, INC.
a corporation having its principal place of business at Port Monmouth, New
Jersey, organized under the laws of the State of Delaware, the successor
corporation of The Fish Meal Company, a Mississippi corporation, and Gulf
Menhaden Company, Inc., a Louisiana corporation, herein appearing by and
through Xxxxxxxx X. Xxxxxx, its duly authorized President, authorized by
resolution of the board of directors of said corporation, a certified copy
whereof is annexed hereto (hereinafter sometimes referred to as
"Assignor"),
who declares that Seacoast Products, Inc. does by these presents grant, bargain,
convey, transfer, assign, set over, abandon and deliver, with all legal
warranties and with full substitution and subrogation in and to all the rights
and actions of warranty which it has or may have against all preceding owners
and vendors, unto
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MENHADEN FISHERIES, INC.
a corporation having its principal place of business at Abbeville,
Louisiana, organized under the laws of the State of Delaware, herein
appearing by and through Xxxxxx X. Xxxxxx its duly authorized Vice
President, authorized by resolution of the board of directors of said
corporation, a certified copy whereof is annexed hereto (hereinafter
sometimes referred to as "Assignee"),
being here present, accepting and purchasing for Menhaden Fisheries, Inc., its
successors and assigns, and acknowledging due delivery and possession thereof,
all and singular the leasehold right, title, and interest in and under the
hereinafter described commercial leases as same appear in Exhibit "A", attached
hereto and made a part hereof. Reference is hereby made to the leases described
in Exhibit "A", and the recording thereof for all purposes including a more
particular description of the lands covered thereby.
To have and to hold said right, title, and interest unto Assignee, its
heirs and assigns forever, subject to the terms and conditions hereof and the
terms, covenants, and provisions of said commercial leases.
This Assignment is made and accepted for and in consideration of the price
and sum of Ten and no/100 ($10.00) Dollars, and other good and valuable
considerations, which Assignee has well and truly paid, in ready and current
money to vendor, who hereby acknowledges the receipt thereof and grants full
acquittance and discharge therefor.
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This Assignment is subject to that certain Purchase Agreement by and
between the parties hereto dated of even date.
THUS DONE AND PASSED in my office at Houston, Texas, on the day, month and
year herein first above written, in the presence of the undersigned, competent
witnesses, who hereunder sign their names with said appearers, and me, Notary,
after reading of the whole.
WITNESSES: SEACOAST PRODUCTS, INC.
By:
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Xxxxxxxx X. Xxxxxx, President
-------------------------------
MENHADEN FISHERIES, INC.
By:
-------------------------------
Xxxxxx X. Xxxxxx
Vice President
-------------------------------
Notary Public, State of Texas
My Commission expires
------------------------- .
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EXHIBIT "A"
To Assignment of Commercial Leases dated April 27, 1984, from Seacoast
Products, Inc. as Assignor to Menhaden Fisheries, Inc., as Assignee.
1. Commercial Lease dated November 16, 1964, between Andre and Xxxxxx Xxx
Xxxxxxx Xxxxxx (Lessors) and Seacoast Products, Inc. (Lessee) duly
recorded in the Conveyance Office for the Parish of Vermilion, in Book
550, Page 85, covering a certain tract of land containing 16.453 acres
situated in Section 86, Township 14 South, Range 3 East including a
60' non-exclusive right-of-way.
2. Commercial Lease dated November 10, 1970, between Xxxxxx Xxxxxx and
Xxxxxx Xxxxxx (Lessors) and Seacoast Products, Inc. (Lessee) duly
recorded in the Conveyance Office for the Parish of Vermilion, in Book
694, Page 392, as amended by act registered in Conveyance Book 735,
Page 198, covering a certain tract of land containing 6.83 acres
situated in Section 86, Township 14 South, Range 3 East.
3. Commercial Lease dated December 8, 1970, between Xxxxxx Xxxxxx and
Xxxxxx Xxxxxx (Lessors) and Seacoast Products, Inc. (Lessee) duly
recorded in the Conveyance Office for the Parish of Vermilion, in Book
697, Page 13, covering a certain tract of land containing 5.215 acres
situated in Section 86, Township 14 South, Range 3 East.
4. Commercial Lease dated August 1, 1972, between Xxxxxx Xxxxxx and
Xxxxxx Xxxxxx (Lessors) and Seacoast Products, Inc. (Lessee) duly
recorded in the Conveyance Office for the Parish of Vermilion, in Book
734, Page 631, covering a certain tract of land containing 1.774 acres
situated in Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 3 East.
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MENHADEN FISHERIES, INC.
CERTIFICATE OF SECRETARY
I, Xxxx X. Xxxxxxxxxx, do hereby certify that I am the duly elected,
qualified and acting Vice President and Secretary of Menhaden Fisheries, Inc., a
corporation duly organized and existing under the laws of Delaware (the
"Company"), and that as such have the custody of the corporate records and seal
of the Company; that attached hereto and marked Exhibit "A" is a true and
correct copy of resolutions duly and properly adopted by unanimous written
consent of the Board of Directors of the Company on April 26, 1984, as the same
appear in the minute book of the Company, that there are no provisions of the
Charter or By-Laws of the Company which impair or modify the effectiveness of
said resolutions, and that such resolutions remain in full force and effect as
of the date hereof in the form contained in Exhibit "A" attached hereto, and
have not been amended, altered, repealed, rescinded or changed in any way
whatsoever; and that X.X. Xxxxxx is a Vice President of the Company
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed
the corporate seal of the Company this 27th day of April, 1984.
-----------------------------
Xxxx X. Xxxxxxxxxx, Vice
President and Secretary
THE STATE OF TEXAS )
:
COUNTY OF XXXXXX )
BEFORE ME, the undersigned authority on this day personally appeared Xxxx
X. Xxxxxxxxxx, known to me to be the person and officer of the Company indicated
above, and being by me duly sworn, on oath acknowledged and stated that the
facts contained in the foregoing Certificate are true and correct, and that he
executed the same in the capacity therein stated as an act of the Company.
SUBSCRIBED and SWORN to this 27th day of April 1984.
-----------------------------
Xxxxx Xxxxxx, Notary Public
State of Texas
My Commission expires February 26, 1985.
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EXHIBIT "A"
Approval of Purchase of Certain
Menhaden Fishing and Processing Assets
WHEREAS, management of the Company has negotiated for the Company to acquire
certain menhaden fishing and processing assets and the assumption of certain
related liabilities from Seacoast Products, Inc. and certain of that company's
affiliates for consideration of $20,400,000 plus the value of certain
inventories and prepaid expenses; and
WHEREAS, the proposed acquisition has previously been approved by the Board of
Directors of Xxxxxx Corporation, the Company's sole shareholder;
NOW, THEREFORE, it is hereby
RESOLVED, that the above-described acquisition be, and it hereby is, authorized
and approved; and further
RESOLVED, that the President or any Vice President of the Company be, and they
each hereby are, authorized and directed to negotiate and execute for and on
behalf of the Company a Purchase Agreement providing for the said acquisition,
with such terms and conditions as the officer executing the same may deem to be
in the best interests of the Company, and with the said execution to be
conclusive evidence of approval for and in the name and on behalf of the
Company; and further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized and directed to execute and deliver all such further documents,
certificates and instruments and take all such further action as they deem
necessary or appropriate to carry out the intent and purpose of the foregoing
resolutions.
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