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EXHIBIT 10.21
AGREEMENT TO PURCHASE AND SELL
TRANSCOASTAL MARINE SERVICES, INC., a Delaware corporation, appearing
herein through G. Xxxxx Xxxx, its President, duly authorized by resolution of
its Board of Directors, a certified copy of which is attached hereto
("Purchaser"), offers to purchase from THE SUCCESSION OF XXXXXXX X. XXXXXX,
appearing herein through its Executrix, Xxxxxxxxx X. XxXxxx ("Seller"), the
immovable property bearing the municipal number 2701 Engineers Road, Belle
Xxxxxx, Plaquemines Parish, Louisiana, and comprised of approximately 14 acres,
together with all improvements and component parts located thereon, which
property is more particularly described in Exhibit "A" attached hereto and made
a part hereof (the "Property").
1. PURCHASE PRICE. At closing, Purchaser shall pay to Seller the
sum of ONE MILLION THREE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($1,350,000.00) for the purchase of the Property (the "Purchase Price").
2. DEPOSIT. Purchaser shall not be required to post or to
deliver a deposit, this Agreement being concluded in consideration of the
mutual obligations assumed by the parties pursuant to that certain PURCHASE AND
SALE AGREEMENT effective as of August __, 1997, and executed by and among
Purchaser, Seller, and HBH, Inc. (the "Company") regarding the sale of all of
the outstanding capital stock of the Company as well as the Property (the
"Master Agreement"); Purchaser and Seller agree and stipulate that the right
accorded the Purchaser pursuant to this Agreement is predicated upon the
conclusion of the Purchaser's acquisition of the outstanding capital stock of
the Company in accordance with the terms and conditions of the Master
Agreement.
3. TITLE. Within thirty (30) days after the execution of this
Agreement, Purchaser shall procure, at Purchaser's expense, a survey and a
title report or title commitment on the condition of Seller's title to the
Property and shall notify Seller of any exceptions to title disclosed therein
or to survey ("Title Defects"). If such survey is made, the survey description
shall be used in the Deed, as defined below. Seller shall have thirty (30)
days from the date of notification by Purchaser to cure or remove the Title
Defects. If Seller, acting with due diligence and best efforts, fails to cure
or remove the Title Defects within said period, Purchaser shall have the right,
in its sole and exclusive discretion, upon notice to Seller (a) to terminate
this Agreement, or (b) to waive its objections to the Title Defects and proceed
to Closing in accordance with the terms hereof. Purchaser shall have the right
but not the obligation to take whatever action it deems appropriate to cure or
remove the Title Defects. It is a condition of Purchaser's obligation to close
hereunder that an extended coverage ALTA owner's policy of title insurance
(Form B, 1970 or other form acceptable to Purchaser) be issued by a title
company acceptable to Purchaser and in the amount of the Purchase Price,
showing an insurable, good and marketable title in Purchaser subject only to
the Title Defects and any servitudes, rights-of-way, alienations, encroachments
apparent by survey and accepted by Purchaser, and containing a zoning
endorsement acceptable to Purchaser ("Title Policy").
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4. PROPERTY INFORMATION, TESTING AND CONTIGUITY.
(a) Property Information. Seller shall provide to Purchaser
within thirty (30) days after Seller's execution of this Agreement, and
thereafter until Closing as Seller may come into possession or control of same,
correct and complete copies of any documents, correspondence and information in
Seller's possession or control relating to the Property.
(b) Testing. Purchaser shall be accorded a period of sixty (60)
days from the date of the execution hereof by both parties in which to conduct
any and all investigations, inspections and tests with respect to the
environmental condition of the Property. Purchaser and Purchaser's agents
shall have the right to enter and to conduct or cause to be conducted any
investigations, inspections and tests of the Property (the "Tests"), including
but not limited to investigations, inspections and tests regarding the
condition of the soil, surface water and groundwater of the Property to
determine the environmental condition of the Property and to test for the
presence of any Hazardous Materials, including a "Phase I" environmental
assessment and, if the Purchaser in its sole discretion deems it necessary, a
"Phase II" environmental assessment. For purposes hereof, "Hazardous
Materials" shall mean any and all flammable explosives, hydrocarbons and/or
petroleum products or fractions thereof, radioactive materials, hazardous or
toxic wastes, substances or materials, including but not limited to those
materials and substances defined as "hazardous substances," "extremely
hazardous substances," "hazardous materials," "hazardous wastes" or "toxic
substances" in the Laws. For purposes hereof, the "Laws" shall include but not
be limited to the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended; the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et seq.; and any other federal, state and local statutes
and ordinances, including all amendments thereto, replacements thereof, any
rules, regulations and orders adopted and issued pursuant thereto, and any
judicial and administrative interpretations thereof. The cost of the "Phase I"
environmental assessment shall be split 50/50 by Seller and Purchaser.
Purchaser shall pay all other costs of any such Tests. If this Agreement is
terminated for any reason permitted herein, Purchaser shall repair any damage
caused to the Property by the Tests. Purchaser shall and does hereby indemnify
and hold harmless Seller from any and all claims and causes of action arising
out of such Tests, provided Seller is not negligent or at fault, and further
provided that Purchaser shall not be responsible for any costs, claims,
damages, or liabilities caused by or arising from any Hazardous Materials
discovered on the Property by such Tests. If the Tests reveal that the
Property is, in the Purchaser's sole and exclusive discretion, unsuitable to
Purchaser's use or contaminated, then Purchaser may terminate this Agreement by
giving written notice to Seller at any time within sixty (60) days of the
execution of this Agreement by both Purchaser and Seller. If no such notice is
given, then the predication provided in this paragraph shall be deemed
satisfied.
5. CONVEYANCE.
(a) Title. At Closing, Seller shall convey to Purchaser good and
marketable title to the Property in fee simple by general warranty deed
warranting title thereto to be free and clear of all contracts, liens, defects,
encumbrances, encroachments, leases, tenancies and occupancies, (except for the
existing lease to the Company) and those matters approved by Purchaser in
accordance with Section 3 hereof, and current real estate taxes and
assessments, both general and special, not then
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due and payable (the "Deed"). Seller shall deliver possession of the Property
to Purchaser at Closing in the same condition and state of repair as on the
date of Seller's execution of this Agreement, subject only to normal wear,
tear, and use since that date. Prior to Closing, Seller shall not take or fail
to take any action in which would adversely affect the title, condition, or
value of the Property, or Purchaser's intended use thereof. Seller shall not
enter into any agreements prior to Closing which would materially adversely
affect Purchaser's intended use of the property without Purchaser's prior
written consent, which consent may be withheld in Purchaser's sole and
exclusive discretion.
(b) Limitation of Warranty. The Deed shall contain the following
provisions:
1. Except for warranty of title as provided herein,
Seller hereby conveys to Purchaser all right, title
and interest of Seller in and to the Property,
without any warranty or recourse whatsoever as to the
condition of the Property and the improvements
thereon, including, without limitation, any warranty
of fitness of the Property or the improvements
thereon for a particular purpose, even for the return
or reduction of the purchase price, but with full
substitution and subrogation in and to all of the
rights and actions of warranty which Seller has or
may have against all preceding owners or sellers; it
being understood that Purchaser takes the Property
and the improvements "AS IS" and "WHERE IS,"
Purchaser hereby acknowledging reliance solely on
Purchaser's own inspection of the Property and
improvements, and not on any warranties or
representations from Seller. In addition, Purchaser
acknowledges that Seller has made no representations
or warranties with respect to the Property and
improvements (including, without limitation, the
income to be derived therefrom or expenses to be
incurred with respect thereto), or with respect to
information or documents previously furnished to
Purchaser. All implied warranties with respect to
the Property and improvements, including those
related to merchantability or fitness for a
particular purpose, are hereby disclaimed by Seller
and expressly waived by Purchaser. Purchaser shall
have no right and/or causes of action against Seller
to assert in any controversy, claim, demand, or
litigation arising from or in connection with the
Property or improvements, and Purchaser hereby waives
any such right or cause of action, including, but
without limitation: (a) those arising under LSA -
C.C. Article 2315.3, Statewide Order 29-B by Office
of Conservation, Department of Natural Resources,
State of Louisiana, the Louisiana Environmental
Quality Act, the Louisiana Abandoned Oilfield Waste
Site Law, the Comprehensive Environmental Response,
Compensation and Liability Act, The Resource
Conservation and Recovery Act, the Superfund
Amendments and Reauthorization Act of 1986, the Toxic
Substance Control Act and/or any other federal, state
or local law, ordinance, rule, regulation, order,
decree, penalty or requirement concerning, affecting,
regulating or involving hazardous, toxic or harmful
substances or the environment. Without limiting the
generality of the foregoing, Seller does not warrant
that the Property and improvements are free from
redhibitory or
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latent defects or vices. Purchaser hereby expressly
waives all rights in redhibition and reduction of
purchase price pursuant to Louisiana Civil Code
Articles 2520, et seq. Purchaser hereby releases
Seller from any liability for redhibitory or latent
defects or vices under Louisiana Civil Code Articles
2520 (1870) through 2548 (1870). Seller and
Purchaser acknowledge and stipulate that the sale
price was negotiated and agreed upon after
consideration of the waives of warranty herein set
forth. Purchaser further declares and acknowledges
that Purchaser has read these waiver provisions and
that the foregoing waivers have been brought to the
attention of Purchaser and explained in detail to
Purchaser and that Purchaser has voluntarily and
knowingly consented to the foregoing waivers.
2. This sale is made by Seller, and accepted by
Purchaser, subject to all servitudes, rights-of- way,
alienations and encroachments, whether of record, or
as shown on a survey to be obtained pursuant to
paragraph 4(a).
3. This sale is made by Seller, and accepted by
Purchaser, subject to the reservation by Seller, its
successors and assigns, of all oil, gas and other
materials in or under the Property; provided,
however, that Seller shall not disturb the surface of
the Property in the exercise of this mineral
servitude and reservation.
6. TAXES, RENTS, UTILITY CHARGES. Seller shall pay all taxes and
assessments on the Property, general and special, levied or assessed for any
year prior to that in which the Closing occurs, whether or not such taxes and
assessments are then past due or are payable thereafter. All real estate taxes
and assessments, and all property taxes on personal property acquired
hereunder, if any, for the current year in which the Closing occurs shall be
prorated between the parties as of the Closing Date using the valuation and
rate shown on the last available real estate tax xxxx; provided, however, that
any installments of reassessed or other special assessments, whether then due
or to become due, together with interest and penalties thereon, if any, shall
be paid in full by Seller; and provided further, that the proration of real
estate taxes and assessments shall be adjusted after Closing in the event the
valuation and/or rate is increased in the tax year up to and including the
Closing Date, as indicated by the next available real estate tax xxxx. Rents
are to be prorated between the parties as of the Closing Date.
7. CLOSING. The Act of Sale or Closing ("Closing") of the sale
of the Property shall occur before Purchaser's notary public on the "Closing
Date" as that term is defined in the Master Agreement. At Closing, the costs
of conveyance, mortgage, and tax research certificates shall be paid by Seller.
All other closing costs shall be for the account of Purchaser.
8. DEFAULT. If this Agreement is terminated for any reason
permitted herein, the parties shall have no further liability and/or
obligations hereunder except as expressly provided herein. If Seller breaches
or defaults in its performance under this Agreement, Purchaser's sole
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remedy shall be to seek specific performance. Likewise, if Purchaser breaches
or defaults in its performance under this Agreement, Seller's sole remedy shall
be to seek specific performance.
9. REPRESENTATIONS. Seller represents and warrants to Purchaser
at the time of Seller's acceptance of this Agreement, and continuing through
Closing, that:
(a) Seller has good and marketable title or fee simple to the
Property, has authority to execute, deliver and perform this Agreement and each
instrument and agreement to be executed and delivered by Seller pursuant
hereto, and the taking by Seller of the actions contemplated hereby;
(b) To the best of Seller's knowledge, information, and belief,
the Property is properly zoned for the Company's use, and there is no
threatened or pending proceeding to which Seller is a party or of which it has
been given notice or is otherwise aware concerning zoning, condemnation,
impairment of access, tax adjustment or similar proceeding, assessment or plan
by the Government which could affect the Property;
(c) To the best of Seller's knowledge, information, and belief
there are no actions, investigations or proceedings pending or threatened to be
brought in any court or before the Government which does or could have an
effect on the ability of Purchaser to improve and operate the Property for
Purchaser's use, encumber or burden the Property, prevent the execution,
delivery or performance of this Agreement by Purchaser or Seller, delay or
prohibit Closing; neither are there any unsatisfied judgments or consent
decrees which could have any such effect;
(d) To the best of Seller's knowledge, information, and belief,
with respect to the use, operation or maintenance of the Property, Seller and
the Company are in compliance with all statutes, ordinances, orders, writs,
injunctions or decrees, including but not limited to zoning ordinances,
building codes or the Laws;
(e) Seller has provided or will provide to Purchaser true, correct
and complete copies of any documents in Seller's possession as specified in
Section 4(b) of this Agreement;
(f) Other than the Company, there are no tenants, parties in
possession, adverse possessors or other occupants on the Property, and Seller
has not accepted or granted any other agreements, offers or options to purchase
or lease the Property;
(g) To the best of Seller's knowledge, information, and belief,
the Property has never been used or operated for the storage, manufacture,
treatment, transportation, sale or disposal of Hazardous Materials, except as
required in the ordinary course of the business of the Company;
(h) Seller has not made an assignment for the benefit of creditors
and is not insolvent or bankrupt.
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10. OPTION TO PURCHASE. In consideration of the execution of the
Master Agreement, and of the obligations of the parties as therein specified,
Seller hereby grants to Purchaser an option to purchase (the "Option") the
immovable property bearing the municipal number 2617 Engineers Road, Belle
Xxxxxx, Plaquemines Parish, Louisiana, measuring approximately 300 feet front
on Engineers Road by a depth of approximately 665 feet more or less, between
equal and parallel lines, and comprised of approximately 4.5 acres, together
with all improvements and component parts located thereon, and subject to a
lease in favor of Pool Co., Gulf Offshore Operations, dated June 21, 1995,
expiring December 31, 1998, which property is more particularly described on
Exhibit "B" attached hereto and made a part hereof (the "Option Property").
(a) The Price for which Seller shall sell the Option Property
shall be ONE MILLION TWO HUNDRED THOUSAND and NO/100 Dollars ($1,200,000) in
cash (the "Option Price").
(b) The Purchaser's right to exercise the Option shall commence as
of the Closing, and shall be irrevocable for a period of thirty (30) days from
the Closing date (the "Option Period").
(c) The Purchaser may exercise its Option at any time during the
Option Period by the giving of notice to Seller of its exercise of the Option.
The sale of the Option Property shall then be concluded within sixty (60) days
of such notice. The Act Of Sale of the Option Property shall contain terms and
conditions substantially identical to, the terms and provisions contained in
and required by this Agreement, taking into account such changes and additions
as shall be mutually acceptable to the parties.
11. EXTENSION OF AGREEMENT AND LEASE. In the event the survey
described in Section 3, the Tests, described in Section 4(b), the status of
title to the Property, described in Section 3, are not acceptable to Purchaser
or have not been obtained, as applicable, in Purchaser's sole discretion, as of
the expiration of the applicable due diligence periods as provided herein, or
if Court Approval as described in Section 12(m) has not been obtained as of the
Closing Date, Purchaser, at Purchaser's option, may, in addition to the
termination rights set forth in this Agreement, extend the Closing Date with
respect to the purchase of the Property for a three year period, in which case,
concurrent with the closing of the transactions contemplated by the Master
Agreement, Purchaser shall lease the Property on the same terms and conditions
set forth in that certain Lease of Commercial Property, which commenced July 1,
1984, between HBH, Inc., as Tenant, and H. D. Xxxxxx, as Lessor, a copy of
which is attached hereto as Exhibit "C", except that the rent stipulated
therein shall be adjusted annually on each anniversary date of the execution
thereof in accordance with the CPI-U, U.S. City Average. Seller will obtain
all required approvals of any court or other party and pay any fee or expense
required to obtain such approval. Such lease may be terminated by Purchaser
only in the event that it elects to close the purchase of the Property pursuant
to the terms of the Agreement.
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12. MISCELLANEOUS
(a) Expropriation or Casualty. If, prior to Closing, the Property
or any part thereof shall be, or becomes known to Purchaser or Seller (who
shall notify Purchaser promptly) to be, or threatened to be condemned or
otherwise acquired for public purposes, or if access to the Property shall be,
or become known to Purchaser or Seller to be, or threatened to be restricted or
denied through eminent domain, or the exercise of police power, all of the
above- described events collectively referred to as "Expropriation"), or if any
portion of the Property shall be destroyed or damaged by fire or other
casualty, as determined by Purchaser, then in any such case, Purchaser, upon
notice to Seller, may elect (i) to terminate this Agreement, or (ii) to receive
from the proceeds of any insurance payable to Seller upon such damage or
destruction, or from any award paid or payable to Seller as a result of the
Expropriation, as the case may be, an appropriate credit against the balance of
the Purchase price to be paid by Purchaser.
(b) Transfer Taxes - Commissions. Seller shall defend, indemnify
and hold harmless Purchaser, its successors, assigns, directors, officers,
employees and agents from and against any liability, including court costs and
attorneys' fees, for any commissions by any real estate agent or broker
utilized by Seller in this transaction.
(c) Notices. Any and all notices provided under this Agreement
must be in writing and shall be deemed given when delivered in person, or when
deposited with Federal Express or other similar overnight service, return
receipt requested, or when deposited in the United States mails, postage
prepaid for certified mail, return receipt requested, or upon actual receipt of
a facsimile or other similar transmission (provided that a copy of the
facsimile is delivered or deposited within twenty-four [24] hours in the manner
specified above), properly addressed to the parties. For purposes of notice,
the addresses of the parties shall be as follows:
If to SELLER to: Xxxxxxxxx X. XxXxxx, Executrix
Succession of Xxxxxxx X. Xxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxx
Lugenbuhl, Burke, Wheaton, Peck,
Xxxxxx and Xxxxxxx
Pan-American Life Center
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxx 00000
If to PURCHASER to: TransCoastal Marine Services, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Mr. G. Xxxxx Xxxx
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With a copy to: Xxxxxx X. Xxxxxx, Xx.
Chamberlain, Hrdlicka, White,
Xxxxxxxx & Xxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Either party may designate a different address for receiving notices
hereunder by giving at least ten (10) days written notice thereof to the other
party.
(d) Waiver. Except as otherwise specifically provided in this
Agreement, no failure or delay on the part of either party in exercising any of
their respective rights hereunder upon any failure by the other party to
perform or observe any condition, covenant or provision herein contained shall
operate as a waiver thereof, nor shall any single or partial exercise of any of
such rights preclude any other or further exercise thereof or the exercise of
any other right hereunder. No waiver or release of any of the terms,
conditions or provisions of this Agreement shall be valid or asserted or relied
upon by either Party hereto or offered in any judicial proceeding or otherwise,
unless the same is in writing and duly executed by the party against whom such
waiver or release is being asserted.
(e) Construction. This Agreement shall be governed and performed
in accordance with the laws of the State of Louisiana.
(f) Severability. This Agreement is intended to be performed in
accordance with and only to the extent permitted by all applicable laws,
ordinances, rules and regulations. If any provision of this Agreement of the
application thereof to any person, entity, or circumstance, shall for any
reason and to any extent be held to be invalid or unenforceable, the remainder
of this Agreement and the application of such provision to the other person or
circumstance shall not be affected thereby, but rather shall be enforced to the
greatest extent permitted by law.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, which together shall constitute the understanding of the parties
hereto.
(h) Dates. If any deadline set forth herein falls on a Saturday,
Sunday or holiday, the deadline shall be extended to the next business day.
(i) Captions. The captions in this Agreement and in any addenda
or exhibits attached hereto are used for reference purposes only and they in no
way define, limit or prescribe the scope or intent of this Agreement or any
provisions hereof.
(j) Survival. The terms of this Agreement shall survive Closing.
(k) Further Assurances. The parties agree to execute such other
documents as may be required from time to time to give effect to the terms
contained herein and the intent hereof.
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(l) Counsel. The parties acknowledge that they have had an
opportunity to consult with legal counsel and to study and negotiate the terms
and provisions of this Agreement. The draftsmanship or authorship of this
Agreement, any addenda hereto and any interlineations hereof shall not be
construed in favor of or against either party, it having been negotiated and
adopted fully and freely by both parties.
(m) COURT APPROVAL. THIS AGREEMENT, AND THE SALE OF THE PROPERTY,
AND OF THE OPTION PROPERTY, BY SELLER, IS SUBJECT TO THE APPROVAL OF THE 24TH
JUDICIAL DISTRICT COURT FOR THE PARISH OF JEFFERSON, STATE OF LOUISIANA, IN
PROCEEDING NO. 502898, DIVISION "A", STYLED "SUCCESSION OF XXXXXXX X. XXXXXX.
IF COURT APPROVAL IS NOT OBTAINED BY THE CLOSING DATE, PURCHASER SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
undersigned this 20th day of August, 1997, having first read and understood
the terms contained herein and the purpose, intent and effects hereof.
WITNESSES: PURCHASER:
By: /s/ XXXXX XXX TRANSCOASTAL MARINE SERVICES, INC.
-----------------------------
Print: Xxxxx Xxx
---------------------------
By: /s/ XXXXX XXXXXX By: /s/ XXXX X. XXXXXXXXXX
----------------------------- ------------------------------------
Xxxx X. Xxxxxxxxxx
Chief Executive Officer
SELLER:
By: /s/ XXXXXX X. XXXXX SUCCESSION OF XXXXXXX X. XXXXXX
------------------------------
Print: Xxxxxx X. Xxxxx
--------------------------
By: /s/ XXX XXXXXX By: /s/ XXXXXXXXX X. XXXXXX
------------------------------ ----------------------------------
Xxxxxxxxx X. XxXxxx, Executrix
Print: Xxx Xxxxxx
--------------------------
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XXX XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF XXXXXX Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxx X. Xxxxxxxxxx, Chief Executive Officer of TransCoastal Marine Services,
Inc., known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein stated, and in the capacity therein set forth.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of August,
1997.
[SEAL] /s/ XXXX XXX XXXX
---------------------------------
Notary Public in and for the
State of Texas
Xxxx Xxx Xxxx
---------------------------------
Printed Name of Notary
My Commission Expires:
5-10-2000
---------------------------------
THE STATE OF LOUISIANA Section
Section
PARISH OF ORLEANS Section
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxxxx X. XxXxxx, Executrix of Succession of Xxxxxxx X. Xxxxxx, known to me
to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that (s)he executed the same for the purposes and
consideration therein stated, and in the capacity therein set forth.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 20th day of August,
1997.
[SEAL] /s/ XXXXXXX X. XXXX
---------------------------------
Notary Public in and for the
State of Louisiana
Xxxxxxx X. Xxxx
---------------------------------
Printed Name of Notary
My Commission Expires:
at death
---------------------------------
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EXHIBIT "A"
LEGAL DESCRIPTION
A certain tract of land, containing 14.217 acres, situated in and
being a part of Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 24 East, West of the
Mississippi River, Plaquemines Parish, Louisiana, and being more fully
described as follows, to-wit:
Commence at the intersection of the northwesterly right of way line of
the Gulf Intracoastal Waterway-Alternate Route with northeasterly line of Xxxx
0, 0, 0, 0, xxx. xx Xxxxxxx Canal Subdivision - Bayou Barataria Section and run
N.53o 44' 04" E., along the said northwesterly right of way line of the Gulf
Intracoastal Waterway-Alternate Route, for a distance of 307.12 feet, to the
point of beginning of the tract herein described located 270 feet northeasterly
from and perpendicular to the said northeasterly line of Xxxx 0, 0, 0, 0, xxx.
xx Xxxxxxx Canal Subdivision - Bayou Barataria Section;
Run thence N.64 degrees 43' 40"W., for a distance of 182.00 feet, to a
point;
Run thence S.53 degrees 44' 04"W., for a distance of 216.12 feet, to a
point;
Run thence N.54 degrees 43' 40"W., for a distance of 469.06 feet, to
a point located N.25 degrees 25'20"E., at a distance of 80.00 feet, from a
Grate Bar having coordinate values of X =2,407,918.45 and Y=428,147.52, which
Grate Bar marks the most northerly corner of Xxx 0 xx xxxx Xxxxxxx Xxxxx
Xxxxxxxxxxx - Xxxxx Xxxxxxxxx Section;
Run thence N.64 degrees 25' 40"W., for a distance of 20.00 feet, to a
point;
Run thence N.53 degrees 44' 04"E., for a distance of 835.85 feet, to a
point;
Run thence S.36 degrees 15' 56"E., for a distance of 590.00 feet, to a
point;
Run thence N.53 degrees 44' 04"E., for a distance of 300.00 feet, to a
point;
Run thence S.36 degrees 15' 56"E., for a distance of 425.00 feet, to
a point in the center-line of the Gulf Intracoastal Waterway-Alternate Route;
Run thence S.53 degrees 44' 04"W., along the center-line of the Gulf
Intracoastal Waterway-Alternate Route, for a distance of 600.00 feet, to a
point;
Run thence N.36 degrees 15' 66"W., for a distance of 425.00 feet, to
the point of beginning.
Exhibit "A" Page 1
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The tract hereinabove described is bounded northwesterly by the right
of way for Engineers Road, northeasterly by property owned by Power
Enterprises, Inc. or assigns and by property owned by Hero Lands Company or
assigns, southeasterly by property owned by Hero Lands Company or assigns and
southwesterly by the right of way for Concord Road and by property owned by
Hero Lands Company or assigns and is subject to a 60-foot wide road and rail
servitude in favor of Hero Lands Company which lies southeasterly from and
contiguous to the said right of way for Engineers Road and is subject to a
425-foot wide servitude in favor of the United States of America for the Gulf
Intracoastal Waterway- Alternate Route which lies northwesterly from and
contiguous to the southeasterly boundary as hereinabove described. All as more
fully shown on the attached map of survey by Xxxx X. XxXxxxx, Xx. dated July
23, 1981, as amended on March 24, 1982, whereon the hereinabove described tract
is the area encompassed by connecting the letters H-J-K-A-B-C-D-E-F-G- H.
Survey, data refers to the State Plane Coordinate System.
LESS AND EXCEPT THE FOLLOWING-DESCRIBED PROPERTY:
A certain tract of land situated in and being a part of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 24 East, West of the Mississippi River, Plaquemines
Parish, Louisiana, and being more fully described as follows, to-wit:
Commence at the intersection of the north-westerly right of way line
of the Gulf Intracoastal Waterway- Alternative Route with northeasterly line of
Xxxx 0, 0, 0, 0, xxx. xx Xxxxxxx Canal Subdivision - Bayou Barataria Section
and run North 53 degrees 44 minutes 04 seconds East, along Intracoastal
Waterway-Alternate Route, for a distance of 607.12 feet to the Point of
Beginning of the tract herein described:
Run thence North 53 degrees 44 minutes 04 seconds East, for a distance
of 300.00 feet to a point;
Run thence South 36 degrees 15 minutes 56 seconds East, for a distance
of 71.30 feet, to a point;
Run thence South 52 degrees 11 minutes 41 seconds West, for a distance
of 304.82 feet to a point;
Run thence North 35 degrees 45 minutes 40 seconds West, for a distance
of 79.50 feet, to a point;
Run thence North 35 degrees 27 minutes 33 seconds West, for a distance
of 82.21 feet, to a point;
Run thence North 53 degrees 44 minutes 40 seconds East, for a distance
of 2.85 feet to a point;
Exhibit "A" Page 2
13
Run thence South 36 degrees 15 minutes 56 seconds East, for a distance
of 82.20 feet, to a Point of Beginning.
The tract hereinabove described is bounded northwesterly by property
owned by Power Enterprises, Inc., northeasterly by property owned by Power
Enterprises, Inc., and by property owned by Hero Lands Company or assigns,
southeasterly by property formerly owned by Xxxxxx Lands, Inc., and
southwesterly by property formerly owned by Xxxxxx Lands, Inc. All as more
fully shown on the map of survey by Xxxx X. XxXxxxx, Xx., dated on May 22,
1986. Survey data refers to the State Plan Coordinate system (the "Property").
Exhibit "A" Page 3
14
EXHIBIT "B"
OPTION PROPERTY
LEGAL DESCRIPTION
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon and all of the rights, ways, privileges, prescriptions,
servitudes, advantages and appurtenances thereunto belonging or in anywise
appertaining, containing 4.063 acres, situated in and being a part of Section
00, Xxxxxxxx 00 Xxxxx, Xxxxx 24 East, Plaquemines Parish, Louisiana, and being
more fully described as follows, to wit: Commence at the point of intersection
of the northwesterly right of way of the Gulf Intracoastal Waterway-Alternate
Route with the northeasterly line of Concord Canal Subdivision-Bayou Barataria
Section and run N 53 degrees 44' 04" E., along said northwesterly right of way
line of the Gulf Intracoastal Waterway-Alternate Route, for a distance of
607.12 feet, to the pont of beginning of the tract herein described; run thence
N 36 degrees 14' 56" W., for a distance of 590.00 feet, to a point in the
southeasterly right of way line of Engineers Road; run thence N53 degrees 44'
04" E., along the southeasterly right of way line of Engineers Road, for a
distance of 300.00 feet, to a point; run thence S 36 degrees 15' 56" E., for a
distance of 590.00 feet, to a point in the northwesterly right of way line of
the Gulf Intracoastal Waterway-Alternate Route; run thence S 53 degrees 44' 04"
W., along the northwesterly right of way line of the Gulf Intracoastal
Waterway- Alternate Route, for a distance of 300.00 feet, to the point of
beginning. Subject to a 60 foot wide road and rail servitude lying
southeasterly from and contiguous to the said southeasterly right of way line
of Engineers Road.
TOGETHER WITH THE FOLLOWING-DESCRIBED PROPERTY:
A certain tract of land situated in and being a part of Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 24 East, West of the Mississippi River, Plaquemines Parish,
Louisiana, and being more fully described as follows, to-wit:
Commence at the intersection of the north-westerly right of way line of the
Gulf Intracoastal Waterway-Alternative Route with northeasterly line of Xxxx 0,
0, 0, 0, xxx. xx Xxxxxxx Canal Subdivision - Bayou Barataria Section and run
North 53 degrees 44 minutes 04 seconds East, along Intracoastal
Waterway-Alternate Route, for a distance of 607.12 feet to the Point of
Beginning of the tract herein described:
Run thence North 53 degrees 44 minutes 04 seconds East, for a distance of
300.00 feet to a point;
Exhibit "B" Page 1
15
Run thence South 36 degrees 15 minutes 56 seconds East, for a distance of 71.30
feet, to a point;
Run thence South 52 degrees 11 minutes 41 seconds West, for a distance of
304.82 feet to a point;
Run thence North 35 degrees 45 minutes 40 seconds West, for a distance of 79.50
feet, to a point;
Run thence North 35 degrees 27 minutes 33 seconds West, for a distance of 82.21
feet, to a point;
Run thence North 53 degrees 44 minutes 40 seconds East, for a distance of 2.85
feet to a point;
Run thence South 36 degrees 15 minutes 56 seconds East, for a distance of 82.20
feet, to the Point of Beginning.
The tract hereinabove described is bounded northwesterly by property owned by
Power Enterprises, Inc., northeasterly by property owned by Power Enterprises,
Inc., and by property owned by Hero Lands Company or assigns, southeasterly by
property formerly owned by Xxxxxx Lands, Inc., and southwesterly by property
formerly owned by Xxxxxx Lands, Inc. All as more fully shown on the map of
survey by Xxxx X. XxXxxxx Xx., dated on May 22, 1986. Survey data refers to
the State Plan Coordinate System (the "Property").
Exhibit "B" Page 2
