AGREEMENT FOR SUBLEASE
STATE OF TEXAS
COUNTY OF XXXXXX
THIS AGREEMENT FOR SUBLEASE (the "Agreement") made and entered into as of
the 1st day of July , 1999 by and between Trinity Energy Resources, Inc., a
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Nevada Corporation ("Subtenant"), and Xxxx Engineering, Inc., f/k/a Xxxx Omega,
Inc. ("Tenant"). All defined terms used herein shall have the same meaning as
set out in the Lease (hereinafter defined) unless the context clearly requires
otherwise.
WITNESSETH:
WHEREAS, by Lease entered into as of May 1, 1994, ("Lease") Tenant leased a
certain premises known as Xxxxx 000, Xxxxx 000, Xxxxx 0000, Xxxxx 0000, Xxxxx
0000, xxx Xxxxx 0000 containing approximately 63,326 net rentable square feet
(hereinafter collectively referred to as the "Original Leased Premises") in the
building known as Kirkwood Atrium Office Park-3 (the "Building") located at
00000 Xxxx Xxxxxxx xx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000; and,
WHEREAS, TENANT entered into a Modification of Lease Agreement ("First
Modification") dated September 30, 1994, expanding the total Leased Premises by
5,748 net rentable square feet (the "Additional Space" and together with the
Original Leased Premises, the "Lease Premises"); and
WHEREAS, Tenant entered into a Second Modification of Lease Agreement
("Second Modification") dated April 4, 1997, relating to the Lease and Rider;
and
WHEREAS, Tenant entered into a Third Modification of Lease Agreement
("Third Modification') dated April 7, 1997, relating to the Lease and Rider; and
WHEREAS, Tenant entered into a Fourth Modification of Lease Agreement
("Fourth Modification") dated April 30, 1997, relating to Tenant's signage
rights, duties and obligations; and
WHEREAS, Tenant entered into a Fifth Modification of Lease Agreement
("Fifth Modification") dated June 9, 1997, expanding the total Lease Premises by
26,394 net rentable square feet (the "Expansion Space" and together with the
Original Leased Premises and the Additional Space, the "Lease Premises"); and
WHEREAS, TENANT entered into a Sixth Modification of Lease Agreement
("Sixth Modification") dated July 22, 1997, expanding the total Lease Premises
by 1,406 net rentable square feet (the "Second Expansion Space"); and
WHEREAS, the original Leased Premises, Expansion Space, Second Expansion
Space and the additional space shall herein be referred to as the 'Lease
Premises"; and
WHEREAS, the Lease, First Modification, Second Modification, Third
Modification, Fourth Modification, Fifth Modification and Sixth Modification is
attached hereto as Exhibit "A" and shall herein be referenced to as the "Lease
Agreement"; and
WHEREAS, Tenant desires to lease to Subtenant and Subtenant desires to
lease from Tenant, upon the terms and conditions hereinafter set forth, a
portion of the rentable area of said Leased Premises.
NOW, THEREFORE, for and in consideration of the mutual covenants and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. RENTABLEAREA. Tenant hereby leases to Subtenant and Subtenant hereby leases
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from Tenant, in its present condition without any change or renovation,
9,842 square feet of net rentable area on the 14th floor ("Subleased
Premises") in the location indicated on Exhibit "B" attached hereto and
incorporated herein by reference for all purposes.
2. Tenant shall be responsible for all costs associated with subdividing the
Subleased Premises from Tenants portion of the Leased Premises. Tenant's
responsibility shall be limited to constructing a wall where shown on
Exhibit 'B' to match the finishes of the Subleased Premises.
3. TERM. The Sublease of the Subleased Premises evidenced hereby shall
continue for sixty (60) months commencing July 1, 1999 and continuing
through June 30, 2004, unless earlier terminated under the terms hereof.
4. BASE RENTAL.Subtenant shall pay base rental ("Base Rental") in the amount
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of $18.50 per net rentable square foot per year from July 1, 1999 through
June 30, 2004. The Base Rental shall be due and payable in
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monthly installments prior to the first day of each month in an amount
equal to $15,173.08 per month commencing July 1, 1999 and continuing
through June 30, 2004.
4. BUILDING OPERATING EXPENSE. Tenant and Subtenant do hereby agree that, for
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the purpose of this Agreement, Subtenant's base year when determining
Subtenant's prorata share of the Building Operating Expense shall be based
on the calendar year 1999. In accordance therewith, Subtenant shall be
responsible for its prorata share of the Building Operating Expense which,
in any one given year, exceeds the Base Operating Expense for the base
year. Subtenants' responsibility for the Building Operating Expense, if
any, shall be paid in the same manner to which Tenant is responsible,
pursuant to the terms and conditions of the Lease. For the purposes of this
Agreement, Subtenants' proportionate share of such increase is agreed to be
10.76 percent (10.76%) ("Subtenants Pro-Rata Share").
5. USE OF PREMISES:
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a. Subtenant shall have the right to use the Subleased Premises for
general office application or other pre-approved purposes which are
not prohibited by the terms of the Lease Agreement or by applicable
law.
b. With the Landlord's prior written approval, Subtenant shall have the
right to make cosmetic improvements to the Subleased Premises in
accordance with the Building decor to maintain a proper office
decorum.
c. Subtenant shall have the right to make physical improvements to the
Subleased Premises but only to the extent allowed in Exhibit "A".
However, Subtenant may not utilize any Leasehold Improvement Allowance
defined in Exhibit "A".
6. SIGNAGE. Within Building Standards, Subtenant shall have the right to place
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signage at the front door of the Subleased Premises and/or in the reception
area.
7. PARKING. Subtenant shall be granted thirty-four (34) unreserved parking
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permits and four (4) reserved parking permits from the total parking
permits allotted Tenant pursuant to Exhibit 'A' attached hereto and made a
part hereof. Tenant shall abide by all of the parking rules and regulations
as provided for in Exhibit "A" and should utilize such permits in
accordance therewith.
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8. DEFAULTS AND REMEDIES. If any default on the part of Subtenant continues
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beyond the expiration of ten (10) days following written notice to
Subtenant thereof, Tenant may at its sole discretion terminate this
Agreement (by giving Subtenant written notice thereof. In addition, Tenant
may also pursue all legal remedies available under Texas law against
Subtenant for any such default. In no event shall Tenant or Subtenant be
liable to the other for any consequential or special damages.
9. TENANTS' CONTRACTUAL SECURITY INTEREST. In addition to the statutory
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landlord's lien, Subtenant hereby grants to Tenant and Tenant shall have at
all times, a valid security interest to secure payment of all Rents and
other sums of money becoming due hereunder from Subtenant, and to secure
payment of any damages or loss which Tenant may suffer by reason of the
breach by Subtenant of any covenant, agreement or condition contained
herein, upon all goods, wares, equipment, fixtures, furniture, improvements
and other personal property of Subtenant presently, or which may hereafter
be, situated on the Subleased Premises, and all proceeds therefrom, and
such property shall not be removed without the written consent of Tenant.
Tenant shall have the rights and remedies of a secured party as set forth
in the Texas Uniform Commercial Code. Upon the occurrence of an event of
Default by Subtenant, Tenant may, in addition to any other remedies
provided herein, enter upon the Subleased Premises and take possession of
any and all goods, wares, equipment, fixtures, furniture, improvements and
other personal property of Subtenant situated on the Subleased Premises,
without liability for trespass or conversion, and sell the same at public
or private sale, with or without having such property at the sale, after
giving Subtenant reasonable notice of the time and place of any public sale
or of the time after which any private sale is to be made, at which sale
the Tenant or its assigns may purchase unless otherwise prohibited by law.
Unless otherwise provided by law, and without intending to exclude any
other manner of giving Subtenant reasonable notice, the requirement of
reasonable notice shall be met if such notice is given in the manner
prescribed in this Lease at least seven (7) days before the time of sale.
Any sale made pursuant to the provision of the paragraph shall be deemed to
have been at a public sale conducted in commercially reasonable manner if
held on the Subleased Premises or where the property is located after the
time, place and method of sale and a general description of the types of
property to be old have been advertised in a daily newspaper published in
the county in which the property is located for five (5) consecutive days
before the date of the sale. The proceeds from any such disposition, less
any and all expenses connected with the taking of possession, holding and
selling of the property (including reasonable attorneys' fees and legal
expenses), shall be applied as a credit against the indebtedness secured by
the security interest granted in this paragraph. Any surplus shall be
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paid to Subtenant or as otherwise required by law; the Subtenant shall pay
any deficiencies forthwith. Upon request by Tenant, Subtenant agrees to
execute and deliver to Tenant a financing statement in form sufficient to
perfect the security interest of Tenant in the aforementioned property and
proceeds thereof under the provision of the Uniform Commercial Code (or
corresponding state statute or statutes) in force in the State in which the
property is located, as well as any other state laws of which Tenant may at
any time consider to be applicable. Tenant and Subtenant agree that a
carbon, photographic or other reproduction of this Lease is sufficient as,
and may be filed as, a financing statement.
10. TENANTS' REPRESENTATIONS. Tenant hereby represents and warrants to
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Subtenant that (a) there presently exists no default under the Lease
Agreement of which Tenant has given or received notice; and (b) to the full
extent required by the Lease Agreement, Tenant has obtained the consent of
Landlord to this Agreement and to the Sublease evidenced hereby.
11. TENANTS' COVENANTS. Tenant hereby covenants and agrees (a) to provide to
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Subtenant copies of any notices of default, correspondence or other
writings to and from Landlord and Tenant relating to the Lease Agreement
which affect or could affect Subtenant's tenancy of the Subleased Premises;
and (b) that it shall not amend or terminate the Lease Agreement in a
manner that changes the terms and conditions of this Agreement without
Subtenant's written consent.
12. SUBTENANTS' COVENANTS. Subtenant hereby acknowledges that this Agreement is
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subject to the terms and conditions of the Lease Agreement (attached hereto
and made a part hereof as Exhibit "A") as same now exists or as same may
hereafter be amended, and covenants and agrees to be bound by the terms
thereof. Further, Subtenant hereby covenants and agrees to timely pay all
amounts and timely perform all covenants called for under the Lease
Agreement (as it relates to the Sublease Premises), so as not to be in
default thereunder.
13. ATTORNEYS' FEES. In the event it becomes necessary for either party hereto
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to bring an action for enforcement of any rights under this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party
costs of suit and reasonable attorneys' fees.
14. MISCELLANEOUS. This Agreement shall be binding upon respective heirs,
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personal representatives, successors and assigns of the parties hereto, and
may not be modified except in written instrument signed by both Tenant and
Subtenant. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas. Paragraphs and their headings have
been included for ease of reference only and shall not in
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any way limit or otherwise affect the terms and provisions hereof. Any
notices required or permitted hereunder shall be in writing, shall be given
to the parties at their respective addresses set out in Section (15) of
this Agreement (unless either party gives written notice to the other of a
change of address) and shall be deemed given when actually received by the
party to whom notice is given. This Agreement is being executed in multiple
originals, each of which shall be deemed an original but all of which when
taken together shall constitute but one instrument.
Subtenant and Tenant do hereby expressly agree that Subtenant shall not
covenant and Tenant has not assigned to Subtenant any options for renewal,
expansion, or otherwise, except as specifically stated herein.
Subtenant hereby expressly agrees not to sublease, assign or hypothecate
this Agreement without the express prior written consent of Tenant.
15. HEATING AND AIR CONDITIONING. Upon written request by Subtenant, Tenant
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agrees to notify Landlord of Subtenant's desire to have air conditioning
and heating provided for the Sublease Premises beyond the hours set forth
in the Lease. Subtenant agrees that it will be liable for all costs and
expenses, if any, incurred by Tenant in connection with such services.
16. NOTICE. Any statement, notice or communication that Tenant and Subtenant
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may desire or be required to give to the other shall be in writing and
shall be deemed properly given if mailed United States Post Service, first
class, postage paid, to the following respective addressees:
Tenant: Xxxx Engineering, Inc.
00000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxxxxxxxx
Subtenant: Trinity Energy Resources, Inc.
00000 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxx
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IN WITNESS WHEREOF, Tenant and Subtenant have executed this Agreement effective
as of the date first hereinabove stated.
SUBTENANT:
TRINITY ENERGY RESOURCES, INC.
BY: T. C. O'Dell (HAND WRITTEN)
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NAME: T. C. O'Dell (HAND WRITTEN)
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TITLE: Chairman & CEO (HAND WRITTEN)
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TENANT:
XXXX ENGINEERING, INC., F/K/A XXXX OMEGA, INC.
BY: Xxxxxx Xxxxxxxxxxx (HAND WRITTEN)
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NAME: XXXXXX XXXXXXXXXXX
TITLE: CONTROLLER
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