LEASE
STATE OF LOUISIANA
PARISH OF CALCASIEU
KNOW ALL MEN BY THESE PRESENTS:
This Lease is entered into by and between The Xxxxxx Limited
Partnership, a limited partnership organized and existing under the laws of the
State of Louisiana, hereinafter referred to as Lessor, and Xxxxxx Xxxxxx
Corporation, a corporation organized and existing under the laws of the State of
Virginia, hereinafter referred to as Lessee, both of which do mutually covenant
and agree as follows:
W I T N E S S E T H:
Lessor does by these presents hereby let, lease and hire for the
purposes of processing and selling of fishmeal and oil and other seafood
products, and any other legitimate industry, for the consideration and on the
terms hereinafter recited and expressed, to and unto Lessee, who accepts for
itself the following described property, to wit:
1. In Sections 33 and 00, Xxxxxxxx 00 Xxxxx, Xxxxx 10 West,
Cameron Parish, Louisiana, and fully described as:
Commencing at a point on the South line of Section 33 which is
North 89[d]51' East 5081.1 feet from the back corner
common to Sections 32 and 33, said point of beginning is also
North 89[d]51' East 31.1 feet from an existing 4"
transite pipe set on the United States Coast Guard Survey of
1960 and is on the right of way line of the existing ship
channel; thence North 2[d]55' West 1,881.57 feet along
the right of way line of the existing ship channel to a 1" bar
situated on the North line of Section 34; thence West 420.31
feet along the North line of Section 34 to the eastern right
of way line of Louisiana Xxxxx Xxxxxxx 00; thence South
3[d]59' East 2,883.33 feet along the eastern right of way
line of Louisiana Xxxxx Xxxxxxx 00 to the South line of
Section 33; and thence North 89[d]51' East 386.8 feet
along the South line of Section 33 to the point of
commencement.
2. In Sections 33 and 00, Xxxxxxxx 00 Xxxxx, Xxxxx 10 West,
Cameron Parish, Louisiana, and fully described as:
Commencing at a point on the western right of way line of
State Highway 27 which is North 3[d]59' West 307.4 feet
from the intersection of the South line of Section 33 and the
western right of way line of Louisiana Xxxxx Xxxxxxx 00;
thence North 3[d]59' West 1,575.83 feet along the western
right of way line of Louisiana Xxxxx Xxxxxxx 00 to the North
line of Section 34; thence West 500 feet along the North line
of Section 34; thence South 3[d]59' East 1,575.83 feet;
thence East 500 feet to the point of commencement.
1. This Lease is made for and accepted for a primary term of ten (10)
years beginning July 1, 1992 and ending June 30, 2002.
2. Lessee is given the option and privilege of extending this Lease for
two (2), successive ten (10) year periods beginning July 1, 2002, and ending
June 30, 2012, and beginning July 1, 2012, and ending June 30, 2022.
3. The term "Lease Year" as hereinafter used shall refer to a twelve
(12) month period beginning July 1 of one year and ending June 30 of the next
year.
4. The consideration of this Lease is as follows:
(a) The rent during the first five (5) year period
commencing July 1, 1992 through June 30, 1997, which
Lessee agrees to pay Lessor, shall be Fifty Thousand
and No/100 Dollars ($50,000.00) per year payable in
advance upon the execution of this Lease and annually
thereafter on or before the 10th day of July of each
year.
(b) The rent during each five (5) year period thereafter,
during the remainder of the primary term or any
renewals thereafter, which Lessee agrees to pay to
Lessor, shall be adjusted proportionately with
increases in the Consumer Price Index (All Urban), as
hereinafter provided, but in no event shall be less
than Fifty Thousand and No/100 Dollars ($50,000.00)
per year, payable annually in advance on or before
the 10th day of July of each year.
(c) Commencing on July 1, 1997, and on the 1st day of
each five (5) year period thereafter during the
remainder of the primary term or any renewals
thereafter, the rent shall be adjusted, in relation
to the Consumer Price Index for all items relating to
urban consumers compiled and published by the United
States Department of Labor,
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Bureau of Labor Statistics, hereinafter abbreviated
as "CPI," as compared to the CPI in effect as of July
1, 1992. The annual rent for each such five (5) year
period shall be calculated by dividing the CPI for
the Lease Year immediately preceding the five (5)
year period by the CPI in effect as of July 1, 1992.
The quotient thereof shall be multiplied by Fifty
Thousand and No/100 Dollars ($50,000.00), the result
being the annual rental payment for that particular
five (5) year period.
A similar computation will be made for each
subsequent five (5) year period using as the base CPI
for comparison, the CPI in effect as of July 1, 1992.
In the event that an amendment is made by the United
States Department of Labor, Bureau of Labor
Statistics in calculating the CPI hereinabove
referred to, or if a substantial change is made in
the method of establishing such CPI, then the CPI
shall be adjusted to the figure that would have
resulted had no change occurred in the manner of
computing such CPI. In the event that such CPI (or a
successor or substitute index) is not available, a
reliable governmental or other non-partisan
publication evaluating the information heretofore
used in determining the CPI shall be used in lieu of
such CPI.
In the event of any dispute between the parties as to
this manner of computing any adjustment in the annual
rent, or as to the CPI to be used, or as to any other
matter arising under this Section 3, such dispute
shall be determined by arbitration. During any such
arbitration, Lessee shall continue to pay rent at the
rate theretofore applicable under the terms of this
Lease.
5. If Lessee fails to pay the rental provided for herein when due,
Lessor shall have the right to give Lessee notice by registered mail to pay said
rent within fifteen (15) days and if Lessee should fail to pay said rent within
fifteen (15) days after said notice then Lessor may declare this Lease canceled.
6. Lessee shall have the right to build and erect walls, buildings and
other structures upon the leased premises and shall likewise have the right to
build slips, docks and bulkheads thereon.
7. It is understood that Lessee may either during the term of or at the
termination of this Lease remove any and all properties from the leased
premises, except:
A. Slips.
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B. Bulkheads.
C. Docks and platforms.
D. Concrete or wood floors or foundations for any of the
buildings or structures.
It is further understood and agreed that at the termination of the Lease Lessor
shall have the right to accept any of the improvements in their then present
condition left by Lessee, or to have Lessee remove same at Lessee's expense.
8. Lessee agrees to pay for all water, gas, electric lights and power,
telephone, sewage disposal or any other services or utility charges incurred or
used on the leased premises.
9. Lessee shall cause all improvements placed by Lessee upon the leased
premises to be assessed to Lessee on all tax rolls, and Lessee shall pay the
taxes assessed against such improvements. Should taxes on Lessee's improvements
be assessed to Lessor, then Lessee shall reimburse Lessor for any such taxes
paid by Lessor, such reimbursements shall be made within ninety (90) days after
receipt by Lessee of notice and proof of payment of such taxes by Lessor; and
Lessee may make such reimbursement in the manner hereinabove provided for the
payment of annual rental.
10. The Lessee further agrees that during the term of this Lease any
and all property of any kind that may be on the leased premises shall be at the
sole risk of Lessee, and Lessor shall not be liable to Lessee, its invitees or
other person for any injury, loss or damage to the property or to any person
lawfully on the premises; Lessee agrees, binds and obligates itself to indemnify
and save harmless Lessor from any and all claims, demands, suits and judgements
therefor or on account of damage or injury, including death to persons and
damage to property arising out of or connection with the operation and use of
the leased premises and any improvements installed or placed thereon by Lessee
under this agreement.
11. If, as a result of force majeure, judgement of any court of
competent jurisdiction, or order, decree or regulation of any governmental body
or official having jurisdiction, Lessee shall be prevented from utilizing the
leased premises as a menhaden processing facility or as a marine terminal with
the right to construct, maintain and utilize dockage, wharfage and other marine
facilities upon the leased premises and in the Calcasieu River fronting and
abutting same, then Lessee shall have and hereby is given the right and
privilege to terminate this Lease without liability to Lessor for the payment of
any unpaid rent, any penalty or any other or further sum whatsoever. Any such
cancellation shall be made by Lessee within a reasonable period of time after
the occurrence of such force majeure or rendition of the judgement, or issuance
of the order, decree or regulation which shall prevent Lessee from utilizing the
leased premises for the purposes mentioned; and
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within such period, Lessee shall so advise Lessor in writing of the cancellation
of this Lease and the reason therefor.
12. Any and all notices required to be or which may be given shall be
so given in writing to the following addresses:
To Lessor: The Xxxxxx Limited Partnership
c/o Xxx. Xxxxxx Xxxxxx, General Partner
0000 X. Xxxxx Xxxx Xxxx
Xxxx Xxxxxxx, Xxxxxxxxx
To Lessee: Xxxxxx Xxxxxx Corporation
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxx 00000
13. Lessor hereby warrants title to the leased premises, and agrees to
place and maintain Lessee in possession thereof. Lessee shall act in a
reasonable manner to safeguard the leased premises against trespassers, and at
its own expense shall evict those who profess to occupy the leased premises
adversely to Lessee or Lessor.
14. Lessee shall have the right to sublease the whole or any part of
the leased premises or to assign this Lease in whole or in part without first
obtaining the written consent of Lessor provided Lessee is responsible for the
consideration.
15. In the event Lessor leases said property for oil, gas or mineral
extraction, said oil, gas or mineral lease shall provide that no drilling shall
be conducted on the leased premises herein, but may be exploited through
directional drilling.
16. Lessee covenants and agrees that it shall have full responsibility
for any violation of any applicable federal, state or parish environmental laws
and regulations which heretofore may have risen or which hereinafter may arise
by reason of its occupancy and use of the leased premises during all periods
from and after June 30, 1966 and extending through the term of this Lease, as
the same may be extended, and Lessee hereby agrees to indemnify Lessor from and
against any and all claims which may arise with respect to any alleged
violations of any such laws and regulations, including without limitation the
costs of defending against any such claim and any and all costs of remediation
which may be required as a result thereof. Lessee's obligations as set forth in
this paragraph shall survive the termination of this Lease.
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IN FAITH WHEREOF, Lessee and Lessor have signed these presents in
triplicate originals in the presence of the undersigned competent witnesses
after a due reading of the whole effective as of the 1st day of July, 1992.
LESSOR:
The Xxxxxx Limited Partnership
WITNESSES:
--------------------------- ---------------------------------
By: Xxxxxx Xxxxxx,
General Partner
---------------------------
SWORN TO AND SUBSCRIBED before me this ___ day of April, 1993.
---------------------------------
Notary Public
LESSEE:
Xxxxxx Xxxxxx Corporation
WITNESSES:
-------------------------- ---------------------------------
By: Xxxx X. Xxxxxxxxxx,
Vice President
--------------------------
SWORN TO AND SUBSCRIBED before me this ___ day of April, 1993.
---------------------------------
Notary Public
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CORRECTION OF LEASE
STATE OF LOUISIANA
PARISH OF CALCASIEU
KNOW ALL MEN BY THESE PRESENTS:
This Correction of Lease is entered into by and between The Xxxxxx
Limited Partnership, a limited partnership organized and existing under the laws
of the State of Louisiana, hereinafter referred to as Lessor, and Xxxxxx Xxxxxx
Corporation, a corporation organized and existing under the laws of the State of
Virginia, hereinafter referred to as Lessee, both of which do mutually covenant
and agree as follows:
W I T N E S S E T H:
By Lease effective as of the 1st day of July, 1992, The Xxxxxx Limited
Partnership, as Lessor, and Xxxxxx Xxxxxx Corporation, as Lessee, entered into a
lease affecting the property more fully described in said Lease, which said
Lease is made a part hereof by reference thereto.
That an error was made and committed in describing the property which
The Xxxxxx Limited Partnership let, leased and hired to Xxxxxx Xxxxxx
Corporation.
That The Xxxxxx Limited Partnership and Xxxxxx Xxxxxx Corporation do
hereby correct the said Lease to revise the description of the property let,
leased and hired by The Xxxxxx Limited Partnership to Xxxxxx Xxxxxx Corporation
in the said Lease to read as follows, to wit:
1. In Sections 33 and 00, Xxxxxxxx 00 Xxxxx, Xxxxx 10 West,
Cameron Parish, Louisiana, and fully described as:
Commencing at a point on the South line of Section 33 which is
North 89[d]51' East 5081.1 feet from the back corner
common to Sections 32 and 33, said point of beginning is also
North 89[d]51' East 31.1 feet from an existing 4"
transite pipe set on the United States Coast Guard Survey of
1960 and is on the right of way line of the existing ship
channel; thence North 2[d]58' West 1,881.57 feet along
the right of way line of the existing ship channel to a 1" bar
situated on the North line of Section 34; thence West 420.31
feet along the North line of
Section 34 to the eastern right of way line of Louisiana Xxxxx
Xxxxxxx 00; thence South 3[d]59' East 1,883.23 feet along
the eastern right of way line of Louisiana Xxxxx Xxxxxxx 00 to
the South line of Section 33; and thence North 89[d]51'
East 386.8 feet along the South line of Section 33 to the
point of commencement.
2. In Sections 33 and 00, Xxxxxxxx 00 Xxxxx, Xxxxx 10 West,
Cameron Parish, Louisiana, and fully described as:
Commencing at a point formed by the intersection of the south
line of Section 33 and the western right of way line of
Louisiana Xxxxx Xxxxxxx 00; thence North 3[d]59' West
1,883.23 feet along the western right of way line of Louisiana
Xxxxx Xxxxxxx 00 to the North line of Section 34; thence West
500 feet along the North line of Section 34; thence South
3[d]59' East 1,883.23 feet to the South line of Section
33; thence East 500 feet along the South line of Section 33 to
the point of commencement.
That except for correcting the description of the property subject to
the said Lease, all of the other terms, conditions, covenants, obligations and
agreements contained in the said Lease shall remain in full force and effect.
That the sole and only purpose of this Correction of Lease is to
properly describe the property subject to the said Lease.
IN FAITH WHEREOF, The Xxxxxx Limited Partnership and Xxxxxx Xxxxxx
Corporation have signed these presents in triplicate originals in the presence
of the undersigned competent witnesses after a due reading of the whole
effective as of the 1st day of July, 1992.
LESSOR:
WITNESSES: THE XXXXXX LIMITED PARTNERSHIP
By:
----------------------------- -------------------------------
Xxxxxx Xxxxxx
General Partner
---------------------------
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SWORN TO AND SUBSCRIBED before me this 22nd day of February, 1994.
--------------------------------------
Notary Public
LESSEE:
WITNESSES: XXXXXX XXXXXX CORPORATION
By:
----------------------------- -------------------------------
Xxxxxx X. xxx Xxxxxxxxx, III
-----------------------------
SWORN TO AND SUBSCRIBED before me this __ day of March, 1994.
----------------------------------
Notary Public
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