SUBLEASE AND ACCESS AGREEMENT
This Sublease and Access Agreement ("Sublease") is made and entered
into this 12th day of August, 1996 by and between Xxxxxxxx Xxxxx, Ltd., a
Delaware limited partnership, Inc. ("Sublessor"), and Newpark Resources, Inc.
("Sublessee"), with reference to the following facts:
A. Concurrently with the execution and delivery of this Sublease,
pursuant to an Asset Purchase and Lease Agreement (the "Purchase Agreement")
dated June 5, 1996, by and among (i) Sanifill, Inc., a Delaware corporation
("Sanifill") of which Sublessor is an indirect wholly owned subsidiary,
Sublessor, NOW Disposal Holding Co., a Delaware corporation and an indirect
wholly-owned subsidiary of Sanifill ("Holdco"), and (ii) Sublessor,
Sublessee has purchased from Holdco all of the equity interests in NOW
Disposal Operating Co., a Delaware corporation ("Disposeco"), and has
purchased or is leasing from Sublessor the Included Assets (as that term is
defined in the Purchase Agreement) used in the Acquired Business (as that
term is defined in the Purchase Agreement). Sublessee may assign its rights
and delegate its duties under this Sublease to a wholly-owned subsidiary
("Subsidiary"), provided that no such assignment of rights or delegation of
duties shall relieve Sublessee of its obligations under this Sublease. If
such assignment is made, references to Sublessee in this Sublease shall be
deemed to refer to Subsidiary, or to Sublessee and Subsidiary, as appropriate.
B. Concurrently with the execution and delivery of this Sublease,
Sublessee has guaranteed the obligations of Disposeco under the NOW Disposal
Agreement (the "Disposal Agreement") dated June 4, 1996, among Disposeco,
Sanifill and Sublessor.
C. Sublessor is the successor lessee under a lease agreement dated
August 29, 1990, effective September 1, 1990 (including all amendments
thereto, the "Prime Lease"), pursuant to which Xxxxx Xxxxxxx and Xxxxxx
Xxxxxx Xxxxxxx ("Lessor") leased to Sublessor's predecessor, Intracoastal
Oilfield Fluids, Inc. a Louisiana corporation ("IOF"), certain immovable
property, including all buildings thereon and improvements thereto, which
property is located in the Parish of Lafourche, State of Louisiana and is
described more particularly in Exhibit "A" hereto ("Prime Premises"). A copy
of the Prime Lease is attached as Exhibit "B" hereto.
D. This Sublease sets forth the terms and conditions on which Sublessee
is subleasing from Sublessor the portion (and no other portion) (the "Dock")
of the Prime Premises described in Exhibit "C" attached hereto. The Dock is
part of the Included Assets and constitutes one of the Landfarm Docks
referred to in Paragraph 13.1 of the Purchase Agreement.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by both parties, the parties hereby agree as follows:
1. SUBLEASE OF DOCK.
Sublessor hereby subleases the Dock to Sublessee, and Sublessee
hereby subleases the Dock from Sublessor, on the terms and conditions set
forth in this Sublease. Subject to the terms of this Sublease and Section 20
of the Prime Lease, Sublessor hereby guarantees to Sublessee the quiet
enjoyment and peaceable possession of the Dock for the entire term of this
Sublease. Without limiting the generality of the foregoing, Sublessor
covenants that, subject to Section 20 of the Prime Lease, it will not cause,
suffer or permit the Prime Lease to be terminated prior to the Termination
Date, as defined herein.
2. WARRANTY BY SUBLESSOR.
Sublessor hereby warrants and represents to Sublessee that Sublessor
is the lawful successor or assignee of IOF, the original Lessee under the
Prime Lease, that the Prime Lease has not been amended or modified except as
expressly set forth herein, that Sublessor is not now, and as of the
commencement of the term hereof will not be, in default or breach of any of
the provisions of the Prime Lease, and that Sublessor has no knowledge of any
claim by Lessor that Sublessor is in default or breach of any of the
provisions of the Prime Lease.
3. TERM.
The term of this Sublease commences on the date hereof ("Commencement
Date") and shall continue for a period of twenty-five (25) years, i.e., until
August 12, 2021 ("Termination Date"), unless otherwise sooner terminated in
accordance with the provisions of this Sublease. Sublessor shall exercise
all options available to extend or renew the Prime Lease to and including the
Termination Date (or, if applicable, shall take no action to prevent the
automatic exercise or extension of any option(s) under the Prime Lease) to
ensure that the Prime Lease shall extend through and including the
Termination Date. The foregoing notwithstanding, (a) Sublessee (but not
Sublessor) shall have the right to terminate this Sublease at any time upon
not less than ten days' written notice to Sublessor, and (b) this Sublease
shall terminate automatically upon termination of the Disposal Agreement.
4. RENT.
All rental for the Dock for the entirety of the term of this Sublease,
to and including the Termination Date, is included in the Purchase Price, as
that term is defined in the Purchase Agreement, that has been paid by
Sublessee, the receipt and sufficiency of which are hereby expressly
acknowledged by Sublessor. The Purchase Price paid by Sublessee further
includes payment in full, for the entire term of this Sublease, of all other
amounts payable by Sublessor under the Prime Lease due on account of the
Prime Premises, whether characterized in the Prime Lease as additional rental
or otherwise.
5. ACCESS TO DOCK.
The execution of this Sublease notwithstanding, Sublessor shall have
the right of access to the Dock and, in cooperation with Sublessee, shall
have the right to operate the Dock, in each case solely for the purpose of
performing their obligations under the Disposal
-2-
Agreement. Subject to the terms of the Disposal Agreement, Sublessor shall
pay all costs and expenses of operating the Dock in connection with the
Disposal Agreement. The parties shall indemnify and hold harmless each other
with respect to obligations arising in connection with the operation of the
Dock to the extent and in the manner provided in Article IX of the Disposal
Agreement. If, at any time, Sublessor permanently ceases to use the Prime
Premises for disposal of waste in connection with the Disposal Agreement,
this right of access shall terminate.
6. MAINTENANCE AND OPERATING EXPENSES.
To the extent the Prime Lease requires Sublessor to pay or reimburse
Lessor for any of the costs and expenses incurred in the repair, maintenance
or upkeep (including but not limited to taxes, utilities, and insurance) of
the Dock, Sublessor shall pay all such costs and expenses in further
consideration of its receipt of the Purchase Price. Without limiting the
generality of the foregoing, Sublessor shall pay all costs and expenses
relating to the repair, maintenance, upkeep and insuring of any improvements
on the Dock, when such improvements are erected by Sublessor, as required by
Section 8 of the Prime Lease. Sublessee shall pay all costs and expenses
relating to the repair, maintenance, upkeep and insuring of any improvements
on the Dock, when such improvements are erected by Sublessee, as required by
Section 8 of the Prime Lease. Sublessee shall obtain the written consent of
Sublessor prior to erecting any improvements.
7. USE OF DOCK
Sublessee may use the Dock for any lawful purpose permitted under the
Prime Lease.
8. ASSIGNMENT AND SUBLETTING.
Sublessee may assign this Sublease or further sublet or assign all or
any part of the Dock without Sublessor's prior written consent, and Sublessor
may assign this Sublease without Sublessee's prior written consent; provided,
however, that no such subleasing or assignment shall relieve Sublessor or
Sublessee of any of its obligations hereunder.
9. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Prime Lease are
incorporated into and made a part of this Sublease as if Sublessor were the
lessor thereunder, Sublessee the lessee thereunder, and the Dock the Prime
Premises, except for Sections 1, 2, 4, 5, 8, 9, 10, 11, 13, 16, 18 and 19
thereof, which shall not be binding on Sublessee. Upon the reasonable request
of Sublessee, Sublessor shall use commercially reasonable efforts to attempt
to cause Lessor to perform its obligations under the Prime Lease for the
benefit of Sublessee. If the Prime Lease terminates, this Sublease shall
terminate and the parties shall be relieved of any further liability or
obligation under this Sublease; provided, however, that if the Prime Lease
terminates as a result of a default or breach by Sublessor or Sublessee under
this Sublease and/or the Prime Lease, then the defaulting party shall be
liable to the non-defaulting party
-3-
for all damage suffered as a result of such termination, including
consequential damages but excluding punitive damages.
10. DISPUTE RESOLUTION.
10.1 NEGOTIATION OF DISPUTES. In the event of any dispute or
disagreement arising out of or relating to the implementation and performance
of this Sublease, the parties agree to attempt to resolve such dispute in
good faith. Should a resolution of such dispute not be obtained within 15
days after the origination of the dispute, either party may submit the
dispute to arbitration in accordance with the provisions of this Paragraph 10
by written notice to the other party.
10.2 GENERAL ARBITRATION. Any claim, dispute or controversy arising
out of or relating to this Sublease or the breach thereof not settled in
accordance with the provisions of Section 10.1 shall be submitted to binding
arbitration by the American Arbitration Association (the "AAA") for
arbitration in Houston, Texas, in accordance with the Commercial Arbitration
Rules of the AAA then in effect. There shall be three arbitrators, with each
party selecting one. The third arbitrator shall be selected by the two
party-selected arbitrators and shall be the chairperson of the panel. The
party requesting arbitration shall name its arbitrator in the demand for
arbitration and the other party shall name its arbitrator within 30 days
after receipt of the arbitration demand. The third arbitrator shall be named
within 30 days after the appointment of the second arbitrator. The AAA shall
be empowered to appoint any arbitrator not named in accordance with the
procedure set forth herein. The decision of the arbitrators shall be final and
binding upon the parties without the right to appeal to the courts. The
award rendered in arbitration shall be final and judgment thereon may be
entered by any court having jurisdiction thereof. The costs and expenses of
the arbitration (including reasonable attorney's fees) will be borne by the
losing party, unless the arbitrators determine that it would be manifestly
unfair to honor this provision and determine a different allocation of costs.
10.3 APPLICABLE LAW AND ARBITRATION ACT. This agreement to
arbitrate shall be enforceable in either federal or state court. The
enforcement of this agreement to arbitrate and all procedural aspects of this
agreement to arbitrate, including, without limitation, the construction and
interpretation of this agreement to arbitrate, the scope of the arbitrable
issues, allegations of waiver, delay or defenses as to arbitrability, and
the rules governing the conduct of the arbitrations, shall be governed by and
construed pursuant to the United States Arbitration Act. In deciding the
substance of any such claim, dispute or disagreement, the arbitrators shall
apply the substantive laws of the State of Texas; provided, however, that
the arbitrators shall have no authority to award punitive damages under any
circumstances regardless of whether such damages may be available under
Texas law, the parties hereby waiving their right, if any, to recover
punitive damages in connection with any such claims, disputes or
disagreements.
10.4 CONTINUATION OF PERFORMANCE. In the event of a dispute arising
under this Sublease, the parties shall continue performance of their
respective obligations hereunder pending resolution of the dispute.
-4-
11. NOTICES.
All notices and demands which may or are to be required or
permitted to be given by either party on the other hereunder shall be in
writing. All notices and demands by the Sublessor to Sublessee shall be
given in writing and delivered in person or sent by overnight delivery
service or United States Mail, postage prepaid, addressed to the Sublessee at
the Dock, and to the address hereinbelow, or to such other place as Sublessee
may from time to time designate in a notice to the Sublessor. All notices
and demands by the Sublessee to Sublessor shall be given in writing and
delivered in person or sent by overnight delivery service or United States
Mail, postage prepaid, addressed to the Sublessor at the address, set forth
herein, and to such other person or place as the Sublessor may from time to
time designate in a notice to the Sublessee.
To Sublessor at: Xxxxxxxx Xxxxx, Ltd.
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: W. Xxxxxxx Xxx, President
Telephone: (000) 000-0000
Telefax: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxxxx
Xxxxx & Xxxxx LLP
Xxx Xxxxx Xxxxx
000 Xxxxxxxxx
Xxxxxxx, XX 00000-0000
To Sublessee at: Newpark Resources, Inc.
Lakeway Center
0000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, President
Telephone: (000) 000-0000
Telefax: (000) 000-0000
12. MISCELLANEOUS.
12.1 BINDING EFFECT. This Sublease shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
12.2 COUNTERPARTS. This Sublease may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.3 HEADINGS. Captions and paragraph headings used herein are for
convenience only and are not a part of this Sublease and shall not be used in
construing it.
-5-
12.4 AMENDMENTS; WAIVERS. No provision or term of this Sublease or
any agreement contemplated herein between the parties hereto may be
supplemented, amended, modified waived or terminated except in a writing duly
executed by the party to be charged. No waiver of any of the provisions of
this Sublease shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided. Failure of a party to
insist on strict compliance with any of the terms and conditions of this
Sublease shall not be deemed a waiver of any such terms and conditions.
12.5 ENTIRE AGREEMENT. This Sublease, the Purchase Agreement and
the Disposal Agreement comprise the entire agreement of the parties and
supersede all earlier understandings of the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF the parties have executed and delivered this Sublease
as of the date first set forth above.
SUBLESSOR:
XXXXXXXX XXXXX, LTD.
By SANIFILL GP HOLDING CO., INC., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
SUBLESSEE:
NEWPARK RESOURCES, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, President
-6-
EXHIBIT A
Tract A
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded
on the South by Louisiana Highway No. 24, on the North by Saint Louis Canal,
and bounded on the East and West by land belonging to Xxxxx Xxxxxxx and
Xxxxxx Xxxxxx Xxxxxxx. Beginning at An Son - Dresser et al. No. 1 Dry Well
thence at a true bearing of North 89 DEG. 45' 00" West and a distance of
300.00' to a point. Thence at a true bearing of South 00 DEG. 15' 00" West
and a distance of 750.05' to Louisiana Xxxxxxx Xx. 00 Right of Way, thence at
a true bearing of North 75 DEG. 17' 06" West, and a distance of 388.65' to a
point hereafter referred to as the "Point of Beginning;" which is the
Southwest corner of the following tract of land described.
Beginning at the "Point of Beginning," at a true bearing of North 12 DEG. 53'
59" East, and a distance of 1048.40' to a point. Thence at a true bearing of
North 21 DEG. 23' 04" West and a distance of 62.55' to a point, which is the
South bank of Saint Louis Canal. thence at a true bearing of South 88 DEG.
12' 19" East and a distance of 500.26' to a point. Thence at a true bearing
of North 89 DEG. 03' 29" East and a distance of 501.59' to a point, thence at
a true bearing of South 79 DEG. 37' 22" East and a distance of 475.66' to a
point. Thence at a true bearing of North 00 DEG. 15' 00" East and a distance
of 60.00' to a point. Thence at a true bearing of South 73 DEG. 57' 12" East
and a distance of 688.34' to a point, thence at a true bearing of South 56
DEG. 03' 12" East and a distance of 575.119' to a point. Thence at a true
bearing of South 61 DEG. 47' 53" East and a distance of 277.40' to a point.
Thence at a true bearing of South 25 DEG. 37' 38" West and a distance of
1191.10' to a point, which is the North Right of Way of Louisiana Highway No.
24, thence along the Right of Way of Louisiana Highway No. 24 at a true
bearing of North 75 DEG. 17' 06" West and a distance of 2635.33' to the
"Point of Beginning." Describes a tract of land hereafter referred to as
"Tract A" containing 83.749 Acres.
Tract B
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded
on the South by the aforedescribed "Tract A," on the North by the
Intracoastal Canal, on the East and West by land belonging Xxxxx Xxxxxxx and
Xxxxxx Xxxxxx Xxxxxxx.
Beginning at An Son - Dresser et al. No. 1 Dry Well thence at a true bearing
of North 89 DEG. 45' 00" West and a distance of 300.00' to a point. Thence
at a true bearing of North 21 DEG. 23' 03" West and a distance of 460.58'
to a point, which is the Northwest corner of aforementioned "Tract A;"
hereinafter referred to as the "Point of Beginning."
Beginning at the "Point of Beginning," at a true bearing of North 21 DEG.
23' 03" West and a distance of 1166.86' to a point, thence at a true bearing
of North 00 DEG. 15' 00" East and a distance of 1100.00' to a point, which
is the South Bank of the Intracoastal Canal, thence at a true bearing of
South 86 DEG. 44' 14" and a distance of 1902.63' to a point, thence at a
true bearing of South 00 DEG. 15' 00" West and a distance of 2171.35' to
a point. Thence at a true bearing of North 79 DEG. 37' 22" West and a
distance of 475.66' to a point. Thence at a true bearing of South 89 DEG.
03' 29" West and a distance of 501.59' to a point, thence at a true bearing of
North 88 DEG. 12' 19" West and a distance of 500.26' to the "Point of
Beginning." Describes a tract of land hereafter referred to "Tract B"
containing 88.409 Acres.
Tract C
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 19 East,
Lafourche Parish, Louisiana. Said tract being bounded on the North by
Xxxxxxxxx Xxxxxxx Xx. 00, Xxxx, Xxxx and South by lands belonging to Xxxxx
Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx.
Beginning at Point "A" which is the "Point of Beginning," thence proceeding
at a bearing of S 75 DEG. 17' 06" E for a distance of 3,450.01 feet, thence
along an arc having a distance of 622.16 feet, thence at a bearing of S 57
DEG. 09' 41" E for a distance of 390.00 feet, to Point "B" all being the
Southern sides of the right of way of Louisiana Highway No. 24, thence
proceeding at a bearing of S 32 DEG 50' 19" West for a distance of 675.00
feet to Point "C," thence at a bearing of N 57 DEG 09' 41" West for a
distance of 390.00 feet, thence along an arc having a distance of 408.65
feet, thence at a bearing of N 75 DEG. 17' 06" N for a distance of 3450.01
feet to Point "C." Thence at a bearing of N 14 DEG. 42' 54" E for a distance
of 675.00 feet to Point "A" which is the "Point of Beginning." All
containing approximately 67.5 acres. Described as Tract C.
Tract D
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Sections 70 and 71, Township 18 South, Range 19
East, Lafourche Parish, Louisiana. Said tract being bounded on the West by
the aforedescribed "Tract C," on the North and South by lands belonging to
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx and on the East by the Tenneco
Company Road.
Beginning at Point "B" which is the "Point of Beginning," thence proceeding at
a bearing of S 32 DEG. 50' 19" E for a distance of 675.00 feet to Point "C,"
thence at a bearing of N 57 DEG. 09' 41" W for a distance of 230.00 feet, to
Point "D." thence proceeding at a bearing of S 32 DEG 50' 19" West for a
distance of 497.00 feet to Point "E," thence S 57 DEG. 09' 41" for a distance
of approximately 2800 feet to Point "F," being on the Western side of the
Tenneco Company Road. Thence meandering northeast along the western side of
the Tenneco Company Road for a distance of approximately 1300 feet to Point
"G" which is the intersection of the Western side of Tenneco Company Road and
the southern right of way of Louisiana Highway No. 24. Thence proceed along
the right of Louisiana Xxxxxxx Xx. 00 along an arc having a distance of
362.51 feet, thence at a bearing of N 57 DEG. 09' 41" W for a distance of
2547.20 to Point "B" which is the "Point of Beginning." All containing
approximately 76.2 acres. Described as Tract D.
-2-
EXHIBIT B
ASSIGNMENT OF LEASE
STATE OF LOUISIANA )
)
PARISH OF LAFOURCHE )
Reference is made to that certain Lease dated August 29, 1990, by and
between Xxxxx Xxxxxxx and wife, Xxxxxx Xxxxxx Xxxxxxx, as Lessors, to
Intracoastal Oilfield Fluids, Inc., as Lessee, covering Tracts A, B, C and D
in Lafourche Parish, Louisiana, as described in such lease, a copy of which
is attached hereto (hereinafter called "Said Lease").
Intracoastal Oilfield Fluids, Inc. desires to assign Said Lease to
Sanifill/IOF Acquisition, Inc., who desires to acquire Said Lease.
NOW, THEREFORE, in consideration of the sum of One Hundred and No/100
Dollars ($100.00) and of other good and valuable considerations, the receipt,
adequacy and sufficiency of which are hereby acknowledged, Intracoastal
Oilfield Fluids, Inc., a Louisiana corporation, whose mailing address is X.X.
Xxx 000, XxXxxx, Xxxxxxxxx 00000, appearing herein by its duly authorized
President, Xxx X. Xxxxxx (hereinafter called "Assignor") does hereby convey,
assign, transfer and deliver Said Lease unto Sanifill/IOF Acquisition, Inc.,
a Louisiana corporation, whose mailing address is 0000 Xxxxx Xxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, herein represented by Xxxxxxx X. Xxxxx, its duly
authorized Senior Vice President.
Assignee agrees to indemnify and hold Assignor harmless from and against
any and all claims, demands, assertions, actions or causes of action which
might be asserted against Assignor as a result of or arising out of any
operations conducted or failed to be conducted on or about the lands covered
by Said Lease. Without limiting the foregoing, Assignee covenants and agrees
that it will indemnify and hold harmless Assignor at all times from and after
this Assignment from and against all claims, damages, actions, suits,
proceedings, demands, assessments, adjustments, costs and expenses
(including, but specifically without limitation, reasonable attorneys' fees
and expenses of investigation) which may arise at any time in the future
under or as a result of any and all federal, state, and local laws,
ordinances, regulations, and standards
relating to the use, analysis, production, storage, sale, disposal, or
transportation of any hazardous materials ("Hazardous Substance Laws"),
including oil or petroleum by-products or their derivatives, (such Hazardous
Substance Laws including but not limited to the Federal Resource Conservation
and Recovery Act, the Clean Water Act, the Clean Air Act, Toxic Substances
Control Act, and the Comprehensive Environmental Response Compensation and
Liability Act, as well as any comparable state laws), but only to the extent
that such claims, damages, actions, suits, etc. are based upon acts which
occurred after this Assignment or omissions to take actions which should be
taken after the Assignment. Any subsequent assignment of Said Lease by
Assignee to any third party shall contain a provision whereby such third
party additionally agrees to indemnify Assignor herein by identical language
stated in this paragraph.
TO HAVE AND TO HOLD Said Lease, with all rights thereunder and incident
thereto unto Assignee, its successors and assigns forever.
Assignor hereby binds itself, its successors and legal representatives,
to warrant all and singular Said Lease unto Assignee, its successors and
assigns, by, through and under Assignor, but not otherwise, but with full
substitution and subrogation in and to any and all rights or actions of
warranty which Assignor may now or hereafter have or hold.
EXECUTED this 31st day of August, 1990, but effective as of the 29th day
of August, 1990.
WITNESSES TO ASSIGNOR:
ALL SIGNATURES: INTRACOASTAL OILFIELD FLUIDS, INC.
ILLEGIBLE By: /s/ Xxx X. Xxxxxx
----------------------------------- ---------------------------------
Xxx X. Xxxxxx, President
ILLEGIBLE
-----------------------------------
ASSIGNEE:
SANIFILL/IOF ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------
Title: Senior Vice President
-------------------------------
-2-
THE STATE OF LOUISIANA )
)
PARISH OF EAST BATON ROUGE )
On this 31st day of August, 1990, before me appeared Xxx X. Xxxxxx, to
be personally known, who, being by me duly sworn, did say that he is the
President of Intracoastal Oilfield Fluids, Inc. and that said instrument was
signed on behalf of said corporation by authority of its Board of Directors
and said Xxx X. Xxxxxx acknowledged said instrument to be the free act and
deed of said corporation.
ILLEGIBLE
-----------------------------------
Notary Public
THE STATE OF LOUISIANA )
)
PARISH OF EAST BATON ROUGE )
On this 31st day of August, 1990, before me appeared Xxxxxxx X. Xxxxx,
to be personally known, who, being by me duly sworn, did say that he is the
Senior Vice President of Sanifill/IOF Acquisition, Inc. and that said
instrument was signed on behalf of said corporation by authority of its Board
of Directors and said Xxxxxxx X. Xxxxx acknowledged said instrument to be the
free act and deed of said corporation.
ILLEGIBLE
-----------------------------------
Notary Public
-3-
LEASE BY: XXXXX XXXXXXX, ET UX - STATE OF LOUISIANA
TO: INTRACOASTAL OILFIELD FLUIDS, INC. - PARISH OF LAFOURCHE
EFFECTIVE the 1st day of September, 1990;
XXXXX XXXXXXX and XXXXXX XXXXXX XXXXXXX, both of legal age, and whose
present mailing address is X.X. Xxx 0, Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxx
00000, married to and living with one another, (hereinafter referred to as
"Lessor");
hereby grants, leases and lets to INTRACOASTAL OILFIELD FLUIDS, INC., a
Louisiana corporation whose address is X.X. Xxx 000, Xxxxxx, Xxxxxxxxx
00000, appearing herein by its duly authorized President, Xxx X. Xxxxxx
(hereinafter referred to as "Lessee"), the premises located in Lafourche
Parish, Louisiana, described on Exhibit "A" attached hereto and made a part
hereof for all purposes.
1.
The initial term of this lease is three years and four months commencing
on the 1st day of September, 1990 and ending on the 1st day of January, 1994.
The term of this lease may be renewed, at the option of Lessee, for nine
(9) additional consecutive three (3) year periods and one (1) consecutive
additional two (2) year period, the total option terms of the lease thereby
extending, at Lessee's option, to the first day of January, 2023. Such
options to renew shall be automatic for each additional option period unless
Lessee gives Lessor written notice to terminate the lease agreement not less
than sixty (60) days prior to the expiration to the then existing term or
option term.
Each extended term shall be upon the same terms, covenants and
conditions as this lease; however, the monthly rent during any and each
option period so exercised shall be according to the following schedule:
Each month for term ending January 1, 1994 - $ 4,064.11 per month.
Each month for term ending January 1, 1997 - $ 4,470.52 per month.
Each month for term ending January 1, 2000 - $ 4,??7.57 per month.
Each month for term ending January 1, 2003 - $ 5,409.33 per month.
Each month for term ending January 1, 2006 - $ 5,950.26 per month.
Each month for term ending January 1, 2009 - $ 6,545.29 per month.
Each month for term ending January 1, 2012 - $ 7,198.82 per month.
Each month for term ending January 1, 2015 - $ 7,919.80 per month.
Each month for term ending January 1, 2018 - $ 8,711.78 per month.
Each month for term ending January 1, 2021 - $ 9,582.96 per month.
Each month for term ending January 1, 2023 - $10,541.26 per month.
Further, rent shall continue to be due by Lessee and earned by Lessor
during such times as Lessor's unrestricted use of all or a portion of the
leased premises is denied or restricted due to the need or requirement for
site clean-up under any applicable rule, statute or regulation of any
governmental agency or body, which rent will be computed according to the
above schedule and determined by the time during which Lessee's use of all or
a portion of the leased premises is so denied or restricted.
Any termination of this Lease during the initial term or during any
extended term shall terminate all further rights of the extension of renewal
hereunder.
2.
In addition to the rentals stated in Paragraph 1 hereto, Lessee shall pay
to Lessor, as a royalty, a sum equal to ten percent (10%) of the monies paid
to Lessee by its third party customers for salt water as defined by Louisiana
Statewide Order No. 29-B, Section XV-13.1, under non-hazardous oil field
waste delivered to Lessee for injection into the xxxxx located on the leased
premises. This royalty shall be paid on the monies received by Lessee, net
of all taxes, other governmental fees, transportation and freight charges.
Such royalties shall be due and payable for the term of this lease and
renewal and extension thereof. The royalties shall be paid monthly to Lessor
at the address stated herein on or before the 10th day of the second month
after the month during which such salt water was delivered to Lessee and
injected into the leased premises.
3.
Lessee may utilize the leased premises for a non-hazardous oilfield waste
treatment facility as defined by Louisiana Statewide Order No. 29-B, and
specifically Lessee shall have the right to utilize Union Prod. - Dresser et
al. No. 1 and An Son - Dresser et al. No. 1 as waste disposal sites and well
disposal injection sites, and in association therewith Lessee may construct
or erect any facilities incidental thereto; and Lessee may, at its option,
rework, extend and deepen said xxxxx; or drill replacement and/or additional
injection xxxxx on the premises. However, Lessee shall not use the premises
for any unlawful purpose or in violation of any federal, state or parish law
and further provided that Lessor shall retain all mineral rights to said
leased premises.
During the term of this lease, Lessee may construct various improvements
on the leased property. If any improvements are erected on the leased
premises, Lessee shall, at its expense, keep said improvements in good state
of repair. All alterations, additions and improvements put in at the expense
of Lessee, shall remain the property of Lessee and at the termination of this
lease, Lessee may remove such alterations, additions and improvements, if such
removal is completed within ninety (90) days after the termination of this
lease. Lessor may require that all alterations, additions and improvements
placed on, in or about the property, be removed by Lessee at its sole cost
and expense within ninety (90) days of the termination of this lease. Any
property left on the leased premises with Lessor's permission, shall become
the property of Lessor, and Lessee shall not be entitled to any compensation
therefor.
The granting of this lease shall in no way be considered as consent to
erect or construct improvements on the premises leased herein in such a
manner as to create any liens, claims or demands against Lessor on the
property herein leased.
4.
It is recognized that Lessee will be operating a non-hazardous oilfield
waste treatment facility on the leased premises. With regard to the implied
obligation of Lessee to restore the surface of the leased premises pursuant
to Louisiana law, it is understood and agreed that this obligation shall be
limited to the Lessee's complying with all of the terms and provisions of
Louisiana Statewide Order No. 29-B Section XV, as amended, and any and all
other rules and regulations of state and federal environmental authorities
having jurisdiction of the leased premises. Lessor specifically grants to
Lessee the right and authority to raise the elevation of the leased premises
by the addition of material treated pursuant to Louisiana regulatory
authority.
5.
Lessee agrees to indemnify, defend and hold harmless, Lessor, its
partners, agents, employees and subcontractors from and against any and all
liens and claims for labor and material, and against any and all claims,
demands, or suits for damages
to persons and/or property (including but not limited to claims, demands,
or suits for bodily injuries, illness, disease, death, loss of services,
maintenance, cure, property or wages) which may be brought against Lessor
(including but not limited to those brought by Lessee's employees and agents,
and the agents and employees of its subcontractors) incident to, arising out
of, in connection with, or resulting from the activities of Lessee, its
employees and agents, or its subcontractors and the employees and agents, on
Lessor's leased or owned premises, and whether or not caused in whole or in
part by Lessor's negligence, act or omission.
6.
Lessee, upon the payment of the rent herein reserved and upon the
performance of all the terms of this lease, shall at all times during the
lease term and during any renewal term peaceably and quietly enjoy the leased
property without any disturbance from the Lessor or from any other person
claiming through Lessor, save for the enforcement of Lessor's rights under
this lease or law.
7.
For the covenants and considerations heretofore enumerated, Lessor grant
Lessee sufficient servitudes for the right of way of ingress, egress and
regress to the leased premises from and to Louisiana Highway 24 or its
successor.
8.
In the event the Lessor shall receive from a third party at any time
during the terms of this lease, or any renewal thereunder, a bona fide offer
to purchase the leased premises, and shall decide to sell the same for the
amount named in the offer the Lessor shall promptly give to the Lessee written
notice of the terms of such offer and the Lessor's willingness to sell for
the price and on the other terms offered, and the Lessee shall have the
option and privilege of purchasing the premises at this price, and shall
notify the Lessor in writing within fifteen (15) days after the date it
received notice from the Lessor whether it will purchase the premises for the
amount specified in the offer made by the third party. In the event the
Lessee shall not elect within the fifteen (15) day period to purchase for
the amount specified in the offer from the third party, the Lessor may
thereafter sell the premises to the party making the offer, subject, however,
to the leasehold interest herein granted to the Lessee
If for any reason the premises are not sold to the third party, notice of
any subsequent bona fide offers acceptable to the Lessor shall be given to
the Lessee upon the same terms and conditions for acceptance or refusal as
provided above.
9.
If this option is exercised as herein provided upon receipt of the written
notice that the option has been exercised, then and in that event and without
any further actions of either party, this instrument shall become, ipso
facto, a binding agreement to sell, which agreement shall confer upon Lessee
hereto the right to specific performance.
10.
Upon the payment of the purchase price, the Lessor shall convey to the
Lessee, or its nominee, title in and to the premises and improvements and
appurtenances thereunto belonging, free and clear of all liens, encumbrances
and charges of whatsoever character, except those arising due to Lessee's
action or inaction during the term of this lease, with full substitution and
subrogation to all Lessor's rights and actions of warranty against all
preceding owners and vendors, payment of the purchase price to be made by
Lessee at the time of execution of said deed.
11.
Title to said property shall be subject to the approval of the attorney
selected by Lessee, who shall be the sole judge of the marketability of the
property, and whose opinion shall be conclusive; provided, however, that
Lessee shall have the right, at his option, to waive any objection to the
title raised by said attorney.
12.
It is understood and agreed that Lessor shall have the right to permit
anyone to use Bayou St. Louis for the purpose of barge dockage and said right
extended by Lessor shall include the right of ingress, egress and regress
over and through the access canals associated with Union Prod. - Dresser et
al No. 1 and An Son - Dresser et al No. 1; provided, however, that the said
right shall not extend to the construction or erection of any structure
whatsoever, in, on or near the aforesaid access canals and that the operations
of permittee of Lessor shall not interfere, hamper or otherwise adversely
affect the superior and prevailing right of Lessee to
the leased premises.
13.
A. INDEMNITY. Leasee shall indemnify, defend, (by counsel reasonably
acceptable to Lessor), protect and hold harmless Lessor and each of Lessor's
shareholders, directors, officers, employees, agents, partners, attorneys,
successors and assigns, from and against any and all claims, liabilities,
penalties, fines, judgements, forfeitures, losses, costs, or expenses
(including without limitation, reasonable attorneys' fees, consultants' fees
and expert fees) for the death of or injury to any person or damage to any
property whatsoever, arising from or cause in whole or in part, directly or
indirectly, by: (i) the presence in, on, under, or about the Lease Premises,
or any discharge or release in or from the Lease Premises, of any Hazardous
Substance but only to the extent that any such presence, discharge or release
is caused, or arises from, Lessee's activities on the Lease Premise, whether
arising under a previous lease or leases between the parties, or after the
inception of this lease, including by way of illustration, Hazardous
Substances deposited on the Lease Premises without Lessee's or Lessor's
permission or knowledge, Lessee being solely responsible for security of the
Lease Premises; (ii) Lessee's failure to comply with any Hazardous Substance
law, to the extent that compliance is required on account of Lessee's
activities on the Lease Premises and not to the extent that compliance is
required solely because Lessee, as the occupant of the Lease Premises, is
held accountable for Hazardous Substances on, in, under or about the Lease
Premises, or released from the Lease Premises which are not caused by or
released by Lessee; (iii) Notwithstanding the foregoing, the presence of
Hazardous Substances on the Lease Premises shall be presumed to have arisen
from or been caused by Lessee's activities on the Lease Premises, including
by way of illustration, Hazardous Substances placed upon the Lease Premises
by third persons during the term of this lease, Lessee being solely
responsible for security on the Lease Premises, unless Lessee affirmatively
proves that the presence of such Hazardous Substances did not arise from
Lessee's activity on the Leased Premises; (iv) The indemnity obligation
created hereunder shall include, without limitation, and whether foreseeable
or unforeseeable, any and all costs incurred in connection with any site
investigation, and any and all costs for repair, clean-up detoxification or
decontamination, or other remedial action of the Lease Premises. The
obligations of the parties hereunder shall survive the expiration or earlier
termination of this lease, and any extension thereof.
B. HAZARDOUS SUBSTANCES. As used in this leasee, the terms "Hazardous
Substances" means any hazardous or toxic substances, materials, or wastes,
including, but not limited to, those substances, materials, and wastes listed
in the United States Department of Transportation Hazardous Materials Table
(49 C.F.R. 172.101) or by the Environmental Protection Agency as hazardous
substances (40 C.F.R. Part 302) and amendments thereto, or such hazardous or
toxic substances, materials and wastes which are or become regulated under
any applicable local, state or federal law including without limitation, any
material, waste or substance which is: (i) defined as "hazardous waste" under
the Louisiana Hazardous Waste Control Law, La. R.S. 30:311 ET SEQ., (ii)
designated as a "hazardous substance" pursuant to Section 311 of the Clean
Water Act, 33 U.S.C. Section 1251, ET. SEQ. (33 U.S.C. Section 1321) or
listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section
3117), (iii) defined as a "hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, ET SEQ. (42
U.S.C. Section 6903) or (iv) defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. Section 9601, ET SEQ. (42 U.S.C. Section 9601).
14.
The invalidity of any portion of this lease shall not affect the
remaining portion hereof. The terms and conditions of this lease shall be
covenants running with the land.
15.
This lease agreement constitutes the entire agreement between the parties
hereto, and any change or modification to this lease must be in writing and
signed by the parties hereto.
16.
Lessee agrees to pay and discharge when due, all increases in the ad
valorem taxes caused by Lessee's improvements to the Lease Premises from
those valuations
in effect at the inception of this lease, all ad valorem taxes due on
improvements placed on or in the Lease Premises, and all liens or changes on
the property arising from Lessee's activities on the Lease Premises.
17.
Lessee and Lessor agree that this agreement supersedes and replaces
those lease agreement currently in force and effect, as of the inception of
this agreement, provided that obligations of a continuing nature arising
during the term of the previous lease shall continue in force and effect.
18.
Lessee shall assume the risk of loss on all movable property, fixtures,
or buildings located on the property. During the term of this lease, Lessee
agrees to maintain on the property the following minimum insurance with
underwriters and under policies acceptable to Lessor:
1) Fire and extended coverage on the buildings at their full value;
2) Comprehensive General Liability coverage with Combined Single Limits
of not less than $100,000.00 per occurrence with excess coverage of
not less than 5,000,000.00 per occurrence;
3) Worker's Compensation Insurance which meets statutory requirements;
and
4) Pollution coverage as required by the Louisiana Department of Natural
Resources, or other governmental bodies.
Lessee agrees to be liable for and to hold Lessor harmless against the
payment for any deductibles under the above policies. Lessor shall be named
as an additional named insured under the policy, affording Fire and Extended
Coverage, and as an additional insured on the policy affording Comprehensive
General Liability coverage and Pollution Coverage, with a waiver of rights of
subrogation against Lessor under all above described policies. Lessor shall
receive certificates of insurance in form acceptable to Lessor and shall,
upon written request, receive a certified copy of any policy of Insurance
carried hereunder.
19.
Lessee shall pay or cause to be paid all charges for water, heat, gas,
electricity, sewers and all other utilities used on the property throughout
the terms of this lease, including any connection fees.
20.
If there is any taking by eminent domain that materially affect Lessee's
use of the property, this lease shall terminate when title vests in the
authority exercising the right of eminent domain. The rent shall be
apportioned as of the day of termination, and any rent paid for a period
beyond that date shall be repaid to Lessee. Lessee shall not be entitled to
any part of the reward to Lessor for the taking.
21.
Lessor shall have the right to assign or mortgage any of its interest in
the lease or in the property, subject to Lessee's rights under this lease.
22.
Lessor may enter the property at any reasonable time upon reasonable
notice to Lessee (except that no notice is needed in case of any emergency)
to inspect the property.
23.
If, as a result of a breach of this lease by either party, the other
party employs an attorney or attorneys to enforce its rights under this
lease, then the breaching party agrees to pay the other party the reasonable
attorney's fees and costs incurred to enforce the lease.
24.
If Lessee defaults in the performance of any covenant or condition of
this lease, Lessor may cure the default at Lessee's expense, and the
reasonable amount of all expenses, including attorney's fees incurred by
Lessor, shall be deemed additional rent payable on demand.
25.
Lessee agrees to furnish to Lessor a copy of any written or other report
concerning the condition of the Lease Premises, including by way of
illustration, environmental surveys and reports, upon written request by
Lessor addressed to Lessee.
26.
That when either party desires to give notice to the other in connection
with and according to the terms of this lease, such notice shall be given by
certified mail and it shall be deemed given when it shall have been deposited
in the U.S. Mail, certified mail, return receipt requested, with sufficient
postage prepared thereon to carry it to its addressed destination and such
notices shall be addressed as follows:
LESSOR: LESSEE:
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx Intracoastal Oilfield Fluids, Inc.
X.X. Xxx 0 000 Xxxxx - Xxxxxx Xxxxxxx
Xxxxxx, XX 00000 Xxxxx, XX 00000
DATED this 29th day of August, 1990.
WITNESSES:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx Xxxxx Xxxxxxx
/s/ [illegible] /s/ Xxxxxx Xxxxxx Xxxxxxx
--------------------------- ---------------------------
[illegible] Xxxxxx Xxxxxx Templet
WITNESSES: INTRACOASTAL OILFIELD FLUIDS, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx Xxx X. Xxxxxx
/s/ [illegible]
---------------------------
[illegible]
XXXXX XX XXXXXXXXX
XXXXXX XX XXXXXXXXX
Xx this 29th day of August, 1990, before me, the undersigned Notary
Public, duly commissioned within the State and Parish aforesaid, and in the
presence of the undersigned competent witnesses, personally appeared Xxxxx
Xxxxxxx, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed it as his free act
and deed.
WITNESSES:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx Xxxxx Xxxxxxx
/s/ [illegible]
---------------------------
[illegible]
/s/ [illegible]
---------------------------
NOTARY PUBLIC
STATE OF LOUISIANA
PARISH OF LAFOURCHE
On this 29th day of August, 1990, before me, the undersigned Notary
Public, duly commissioned within the State and Parish Aforesaid, and in the
presence of the undersigned competent witnesses, personally appeared Xxxxxx
Xxxxxx Templet, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that she executed it as her free
act and deed.
WITNESSES:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx Templet
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx Xxxxxx Xxxxxx Templet
/s/ [illegible]
---------------------------
[illegible]
/s/ [illegible]
---------------------------
NOTARY PUBLIC
STATE OF LOUISIANA
PARISH OF LAFOURCHE
BE IT KNOWN, that on this 29th day of August, 1990, before me, the
undersigned Notary Public, duly commissioned and qualified within the State
and Parish aforesaid, and in the presence of the witnesses hereinafter named
and undersigned, personally came and appeared Xxx X. Xxxxxx, to me well
known, who declared and acknowledged that he has signed and executed the
foregoing instrument as his act and deed, and as the act and deed of said
Intracoastal Oilfield Fluids, Inc.; that he is the President of said
corporation; and that he signed and executed said instrument in his said
capacity, and under authority of the Board of Directors of said corporation.
WITNESSES: INTRACOASTAL OILFIELD FLUIDS, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx Xxx X. Xxxxxx
its President
/s/ [illegible]
---------------------------
[illegible]
/s/ [illegible]
---------------------------
NOTARY PUBLIC
EXHIBIT "A"
TRACT A
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded
on the South by Louisiana Highway No. 24, on the North by Saint Louis Canal,
and bounded on the East and West by land belonging to Xxxxx Xxxxxxx and
Xxxxxx Xxxxxx Xxxxxxx. Beginning at An Son -- Dresser et al. No. 1 Dry Well
thence at a true bearing of North 89 Deg. 45' 00" West and a distance of
300.00' to a point. Thence at a true bearing of South 00 Deg. 15' 00" West
and distance of 750.05' to Louisiana Xxxxxxx Xx. 00 Right of Way, thence at
a true bearing of North 75 Deg. 17' 06" West, and a distance of 388.65'
to a point hereafter referred to as the "Point of Beginning;" which is the
Southwest corner of the following tract of land described.
Beginning at the "Point of Beginning," at a true bearing of North 12 Deg. 53'
59" East, and a distance of 1048.40' to a point. Thence at a true bearing of
North 21 Deg. 23' 04" West and a distance of 62.55' to a point, which is the
South bank of Saint Louis Canal. thence at a true bearing of South 88 Deg.
12' 19" East and a distance of 500.26' to a point. Thence at a true bearing of
North 89 Deg. 03' 12" East and a distance of 501.59' to a point, thence at a
true bearing of South 79 Deg. 37' 22" East and a distance of 475.66' to a
point. Thence at a true bearing of North 00 Deg. 15' 00" East and a distance
of 60.00' to a point. Thence at a true bearing of South 73 deg. 57' 12" East
and a distance of 688.34' to a point, thence at a true bearing of South 56
Deg. 03' 12" East and a distance of 575.119' to a point. Thence at a true
bearing of South 61 Deg. 47' 53" East and a distance of 277.40' to a point.
Thence at a true bearing of South 25 Deg. 37' 38" West and a distance of
1191.10' to a point, which is the North Right of Way of Louisiana Highway No.
24, thence along the Right of Way of Louisiana Highway No. 24 at a true
bearing of North 75 Deg. 17' 06" West and a distance of 2635.33' to the
"Point of Beginning." Describes a tract of land hereafter referred to as
"Tract A" containing 83.749 Acres.
Tract B
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded on the
South by the aforedescribed "Tract A," on the North by the Intracoastal
Canal, on the East and West by land belonging to Xxxxx Xxxxxxx and Xxxxxx
Xxxxxx Xxxxxxx.
Beginning at An Son -- Dresser et al. No. 1 Dry Well thence at a true bearing
of North 89 Deg. 45' 00" West and a distance of 300.00' to a point. Thence at
a true bearing of North 21 Deg. 23' 03" West and a distance of 460.58' to a
point, which is the Northwest corner of aforementioned "Tract A;" hereinafter
referred to as the "Point of Beginning."
Beginning at the "Point of Beginning," at a true bearing of North 21 Deg. 23'
03" West and a distance of 1166.86' to a point, thence at a true bearing of
North 00 Deg. 15' 00" East and a distance of 1100.00' to a point, which is
the South Bank of the Intracoastal Canal, thence at a true bearing of South
86 Deg. 44' 14" and a distance of 1902.63' to a point, thence at a true
bearing of South 00 Deg. 15' 00" West and a distance of 2171.35' to
a point. Thence at a true bearing of North 79 Deg. 37' 22" West and a
distance of 475.66' to a point. Thence at a true bearing of South 89 Deg. 03'
29" West and a distance of 501.59' to a point, thence at a true bearing of
North 88 Deg. 12' 19" West and a distance of 500.26' to the "Point of
Beginning." describes a tract of land hereafter referred to as "Tract B"
containing 88.409 Acres.
Tract C
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 19 East,
Lafourche Parish, Louisiana. Said tract being bounded on the North by
Xxxxxxxxx Xxxxxxx Xx. 00, Xxxx, Xxxx and South by lands belonging to Xxxxx
Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx.
Beginning at Point "A" which is the "Point of Beginning," thence proceeding
at a bearing of S 75 Deg. 17' 06" E for a distance of 3,450.01 feet, thence
along an arc having a distance of 622.16 feet, thence at a bearing of S 57
Deg. 09' 41" E for a distance of 390.00 feet, to Point "B" all being the
Southern sides of the right of way of Louisiana Highway No. 24, thence
proceeding at a bearing of S 32 Deg. 50' 19" West for a distance of 675.00
feet to Point "C," thence at a bearing of N 57 Deg. 09' 41" West for a
distance of 390.00 feet, thence along an arc having a distance of 408.65
feet, thence at bearing of N 75 Deg. 17' 06" N for a distance of 3450.01 feet
to Point "C." Thence at a bearing of N 14 Deg. 42' 54" E for a distance of
675.00 feet to Point "A" which is the "Point of Beginning." All containing
approximately 67.5 acres. Described as Tract C.
Tract D
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Sections 70 and 71, Township 18 South, Range 19
East, Lafourche Parish, Louisiana. Said tract being bounded on the West by
the aforementioned "Tract C," on the North and South by lands belonging to
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx and on the East by the Tenneco
Company Road.
Beginning at Point "B" which is the "Point of Beginning," thence proceeding
at a bearing of S 32 Deg. 50' 19" E for a distance of 675.00 feet to Point
"C," thence at a bearing of N 57 Deg. 09' 41" W for a distance of 230.00
feet, to Point "D." thence proceeding at a bearing of S 32 Deg. 50' 19" West
for a distance of 497.00 feet to Point "E," thence S 57 Deg. 09' 41" for a
distance of approximately 2800 feet to Point "F," being on the Western side
of the Tenneco Company Road. Thence meandering northeast along the western
side of the Tenneco Company Road for a distance of approximately 1300 feet to
Point "G" which is the intersection of the Western side of Tenneco Company
Road and the southern right of way of Louisiana Highway No. 24. Thence
proceed along the right of Louisiana Xxxxxxx Xx. 00 along the arc having a
distance of 362.51 feet, thence at a bearing of N 57 Deg. 09' 4" W for a
distance of 2547.20 to Point "B" which is the "Point of Beginning." All
containing approximately 76.2 acres. Described as Tract D.
-2-
CERTIFIED COPY OF A RESOLUTION OF
THE BOARD OF DIRECTORS OF
INTRACOASTAL OILFIELD FLUIDS, INC.
AUGUST 29, 1990
-------------------------------------------------------------------------------
BE IT RESOLVED, that Intracoastal Oilfield Fluids, Inc. shall enter
into an act of lease whereby this corporation shall lease from
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx, husband and wife, the
immovable property described in Exhibit "A" attached hereto and
made a part hereof; AND, that Xxx X. Xxxxxx, the President of
Intracoastal Oilfield Fluids, Inc., is hereby authorized, empowered
and directed to execute on behalf of and in the name of this
company, an act of lease whereby the property described in Exhibit
"A" hereto may be leased by Intracoastal Oilfield Fluids, Inc. from
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx, which lease shall contain
such terms, provisions and conditions as the said Xxx X. Xxxxxx
shall in his sole and uncontrolled discretion, deem to be necessary
and advisable as being in the best interests of Intracoastal
Oilfield Fluids, Inc., including by way of illustration, terms,
provisions and conditions pertaining to primary term and renewal
terms, rent and increases of rent in option terms, insurance,
indemnity agreements, default, and matters of business to be
conducted upon the leased premises, and that the said Xxx X. Xxxxxx
may take any and all other action and sign such other documents
which shall contain such terms and conditions as he shall deem
necessary and advisable, all such actions being adopted and
ratified as being the actions of this corporation.
-------------------------------------------------------------------------------
CERTIFICATE
I, the undersigned Secretary of Intracoastal Oilfield Fluids, Inc., do
hereby certify that the above and foregoing is a true and correct copy of
that resolution passed at the special meeting of the Board of Directors held
on August 29, 1990 whereat a quorum was present, all directors being present
and waiving written notice of the meeting; that the resolution has not been
rescinded and remains in full force and effect.
Lockport, Louisiana, August 29, 1990
/s/ Xxxxxxx Xxxxxx
----------------------------------------
Xxxxxxx Xxxxxx, Secretary
ATTEST:
/s/ Xxx X. Xxxxxx
--------------------------------------
Xxx X. Xxxxxx, President
EXHIBIT "A"
to an August 29, 1990 Resolution of Intracoastal Oilfield Fluids, Inc.
TRACT A
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East, Lafourche parish, Louisiana. Said tract being bounded
on the South by Louisiana Highway No. 24, on the North by Saint Louis Canal,
and bounded on the East and West by land belonging to Xxxxx Xxxxxxx and
Xxxxxx Xxxxxx Xxxxxxx. Beginning at An Son - Dresser et al. No. 1 Dry Well
thence at a true bearing of North 89 DEG. 45' 00" West and a distance of
300.00' to a point. Thence at a true bearing of South 00 DEG. 15' 00" West
and a distance of 750.05' to Louisiana Xxxxxxx Xx. 00 Right of Way, thence at
a true bearing of North 75 DEG. 17' 06" West, and a distance of 388.65' to a
point hereafter referred to as the "Point of Beginning;" which is the
Southwest corner of the following tract of land described.
Beginning at the "Point of Beginning," at a true bearing of North 12 DEG. 53'
59" East, and a distance of 1048.40' to a point. Thence at a true bearing of
North 21 DEG. 23' 04" West and a distance of 62.55' to a point, which is the
South bank of Saint Louis Canal, thence at a true bearing of South 88 DEG.
12' 19" East and a distance of 500.26' to a point. Thence at a true bearing
of North 89 DEG. 03' 29" East and a distance of 501.59' to a point, thence at
a true bearing of South 79 DEG. 37' 22" East and a distance of 475.66' to a
point. Thence at a true bearing of North 00 DEG. 15' 00" East and a distance
of 60.00' to a point. Thence at a true bearing of South 73 DEG. 57' 12" East
and a distance of 688.34' to a point, thence at a true bearing of South 56
DEG. 03' 12" East and a distance of 575.119' to a point. Thence at a true
bearing of South 61 DEG. 47' 53" East and a distance of 277.40' to a point.
Thence at a true bearing of South 25 DEG. 37' 38" West and a distance of
1191.10' to a point, which is the North Right of Way of Louisiana Highway No.
24, thence along the Right of Way of Louisiana Highway No. 24 at a true
bearing of North 75 DEG. 17' 06" West and a distance of 2635.33' to the
"Point of Beginning." Describes a tract of land hereafter referred to as
"Tract A" containing 83.749 Acres.
Tract B
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded
on the South by the aforedescribed "Tract A," on the North by the Intracoastal
Canal, on the East and West by land belonging Xxxxx Xxxxxxx and Xxxxxx
Xxxxxx Xxxxxxx.
Beginning at An Son - Dresser et al. No. 1 Dry Well thence at a true bearing
of North 89 DEG. 45' 00" West and a distance of 300.00' to a point. Thence at
a true bearing of North 21 DEG. 23' 03" West and a distance of 460.58' to a
point, which is the Northwest corner of aforementioned "Tract A;" hereinafter
referred to as the "Point of Beginning."
Beginning at the "Point of Beginning," at a true bearing of North 21 DEG. 23'
03" West and a distance of 1166.86' to a point, hence at a true bearing of
North 00 DEG. 15' 00" East and a distance of 1100.00' to a point, which is
the South Bank of the Intracoastal Canal, thence at a true bearing of South
86 DEG. 44' 14" and a distance of 1902.63' to a point, thence at a true
bearing of South 00 DEG. 15' 00" West and a distance of 2171.35' to
a point. Thence at a true bearing of North 79 DEG. 37' 22" West and a
distance of 475.66' to a point. Thence at a true bearing of South 89 DEG. 03'
29" West and a distance of 501.59' to a point, thence at a true bearing of
North 88 DEG. 12' 19" West and a distance of 500.26' to the "Point of
Beginning." Describes a tract of land hereafter referred to as "Tract B"
containing 88.409 Acres.
Tract C
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 19 East,
Lafourche Parish, Louisiana. Said tract being bounded on the North by
Xxxxxxxxx Xxxxxxx Xx. 00, Xxxx, Xxxx and South by lands belonging to Xxxxx
Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx.
Beginning at Point "A" which is the "Point of Beginning," thence proceeding
at a bearing of S 75 DEG. 17' 06" E for a distance of 3,450.01 feet, thence
along an arc having a distance of 622.16 feet, thence at a bearing of S 57
DEG. 09' 41" E for a distance of 390.00 feet, to Point "B" all being the
Southern sides of the right of way of Louisiana Highway No. 24, thence
proceeding at a bearing of S 32 DEG. 50' 19" West for a distance of 675.00
feet to Point "C," thence at a bearing of N 57 DEG. 09' 41" West for a
distance of 390.00 feet, thence along an arc having a distance of 408.65
feet, thence at a bearing of N 75 DEG. 17' 06" N for a distance of 3450.01
feet to Point "C." Thence at a bearing of N 14 DEG. 42' 54" E for a distance
of 675.00 feet to Point "A" which is the "Point of Beginning." All containing
approximately 67.5 acres. Described as Tract C.
Tract D
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Sections 70 and 71, Township 18 South, Range 19
East, Lafourche Parish, Louisiana. Said tract being bounded on the West by
the aforedescribed "Tract C," on the North and South by lands belonging to
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx and on the East by the Tenneco
Company Road.
Beginning at Point "B" which is the "Point of Beginning," thence proceeding
at a bearing of S 32 DEG. 50' 19" E for a distance of 675.00 feet to Point
"C," thence at a bearing of N 57 DEG. 09' 41" W for a distance of 230.00
feet, to Point "D." thence proceeding at a bearing of S 32 DEG. 50' 19" West
for a distance of 497.00 feet to Point "E," thence S 57 DEG. 09' 41" for a
distance of approximately 2800 feet to Point "F," being on the Western side of
the Tenneco Company Road. Thence meandering northeast along the western side
of the Tenneco Company Road for a distance of approximately 1300 feet to
Point "G" which is the intersection of the Western side of Tenneco Company
Road and the southern right of way of Louisiana Highway No. 24. Thence
proceed along the right of Louisiana Xxxxxxx Xx. 00 along an arc having a
distance of 362.51 feet, thence at a bearing of N 57 DEG. 09' 41" W for a
distance of 2547.20 to Point "B" which is the "Point of Beginning." All
containing approximately 76.2 acres. Described as Tract D.
-2-
EXHIBIT "A"
TRACT A
A certain portion of tract of land located in Section 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded on the
South by Louisiana Highway No. 24, on the North by Saint Louis Canal, and
bounded on the East and West by land belonging to Xxxxxx Xxxxxxx and Xxxxxx
Xxxxxx Xxxxxxx. Beginning at An Son -- Dresser et al. No. 1 Dry Well thence
at a true bearing of North 89 Deg. 45' 00" West and a distance of 300.00' to
a point. Thence at a true bearing of South 00 Deg. 15' 00" West and a
distance of 750.05' to Louisiana Xxxxxxx Xx. 00 Right of Way, thence at a
true bearing of North 75 Deg. 17' 06" West, and a distance of 388.65' to a
point hereafter referred to as the "Point of Beginning;" which is the
Southwest corner of the following tract of land described.
Beginning at the "Point of Beginning," at a true bearing of North 12 DEG. 53'
59" East, and a distance of 1048.40' to a point. Thence at a true bearing of
North 21 DEG. 23' 04" West and a distance of 62.55' to a point, which is the
South bank of Saint Louis Canal. thence at a true bearing of South 88 DEG.
12' 19" East and a distance of 500.26' to a point. Thence at a true bearing of
North 89 DEG. 03' 29" East and a distance of 501.59' to a point, thence at
a true bearing of South 79 DEG. 37' 22" East and a distance of 475.66' to
a point. Thence at a true bearing of North 00 DEG. 15' 00" East and a
distance of 60.00' to a point. Thence at a true bearing of South 73 DEG. 57'
12" East and a distance of 688.34' to a point, thence at a true bearing of
South 56 DEG. 03' 12" East and a distance of 575.119' to a point. Thence at a
true bearing of South 61 DEG. 47' 53" East and a distance of 277.40' to a
point. Thence at a true bearing of South 25 DEG. 37' 38" West and a distance
of 1191.10' to a point, which is the North Right of Way of Louisiana Highway
No. 24, thence along the Right of Way of Louisiana Highway No. 24 at a true
bearing of North 75 DEG. 17' 06" West and a distance of 2635.33' to the
"Point of Beginning." Describes a tract of land hereafter referred to as
"Tract A" containing 83.749 Acres.
Tract B
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 19 East, Lafourche Parish, Louisiana. Said tract being bounded on the
South by the aforedescribed "Tract A," on the North by the Intracoastal Canal,
on the East and West by land belonging to Xxxxx Xxxxxxx and Xxxxxx Xxxxxx
Xxxxxxx.
Beginning at An Son -- Dresser et al. No. 1 Dry Well thence at a true bearing
of North 89 DEG. 45' 00" West and a distance of 300.00' to a point. Thence at a
true bearing of North 21 DEG. 23' 03" West and a distance of 460.58' to
a point, which is the Northwest corner of the aforementioned "Tract A;"
hereinafter referred to as the "Point of Beginning."
Beginning at the "Point of Beginning," at a true bearing of North 21 DEG. 23'
03" West and a distance of 1166.86' to a point, thence at a true bearing of
North 00 DEG. 15' 00" East and a distance of 1100.00' to a point, which is
the South Bank of the Intracoastal Canal, thence at a true bearing of South
86 DEG. 44' 14" and a distance of 1902.63' to a point, thence at a true
bearing of South 00 DEG. 15' 00" West and a distance of 2171.35' to
a point. Thence at a true bearing of North 79 DEG. 37' 22" West and a distance
of 475.66' to a point. Thence at a true bearing of South 89 DEG. 03' 29" West
and distance of 501.59' to a point, thence at a true bearing of North 88 DEG.
12' 19" West and a distance of 500.26' to the "Point of Beginning." Describes
a tract of land hereafter referred to as "Tract B" containing 88.409 Acres.
Tract C
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 19 East,
Lafourche Parish, Louisiana. Said tract being bounded on the North by
Xxxxxxxxx Xxxxxxx Xx. 00, Xxxx, Xxxx and South by lands belonging to Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx.
Beginning at Point "A" which is the "Point of Beginning," thence proceeding
at a bearing of S 75 DEG. 17' 06" E for a distance of 3,450.01 feet, thence
along an arc having a distance of 622.16 feet, thence at a bearing of S 57
DEG. 09' 41" E for a distance of 390.00 feet, to Point "B" all being the
Southern sides of the right of way of Louisiana Highway No. 24., thence
proceeding at a bearing of S 32 DEG. 50' 19" West for a distance of 675.00
feet to Point "C," thence at a bearing of N 57 DEG. 09' 41" West for a
distance of 390.00 feet, thence along an arc having a distance of 408.65
feet, thence at a bearing of N 75 DEG. 17' 06" N for a distance of 3450.01
feet to Point "C." Thence at a bearing of N 14 DEG. 42' 54" E for a distance
of 675.00 feet to Point "A" which is the "Point of Beginning." All containing
approximately 67.5 acres. Described as Tract C.
Tract D
A certain portion of a tract of land located in Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 19 East and Section 70 and 71, Township 18 South, Range 19 East,
Lafourche Parish, Louisiana. Said tract being bounded on the West by the
aforedescribed "Tract C," on the North and South by lands belonging to Xxxxx
Xxxxxxx and Xxxxxx Xxxxxx Xxxxxxx and on the East by the Tenneco Company Road.
Beginning at Point "B" which is the "Point of Beginning," thence proceeding
at a bearing of S 32 DEG. 50' 19" E for a distance of 675.00 feet to Point
"C," thence at a bearing of N 57 DEG. 09' 41" W for a distance of 230.00 feet,
to Point "D." thence proceeding at a bearing of S 32 DEG. 50' 19" West for a
distance of 497.00 feet to Point "E," thence S 57 DEG. 09' 41" for a distance
of approximately 2800 feet to Point "F," being on the Western side of the
Tenneco Company Road. Thence meandering northeast along the Western side of
the Tenneco Company Road for a distance of approximately 1300 feet to Point
"G" which is the intersection of the Western side of Tenneco Company Road and
the southern right of way of Louisiana Highway No. 24. Thence proceed along
the right of Louisiana Xxxxxxx Xx. 00 along an arc having a distance of
362.51 feet, thence at a bearing of N. 57 DEG. 09' 41" W for a distance of
2547.20 to Pint "B" which is the "Point of Beginning." All containing
approximately 76.2 acres. Described as Tract D.
EXHIBIT C
[MAP]
