REVISED AND RESTATED
LEASE
This lease is made between Security Financial Services, L.L.C., herein
called Lessor, and XxxxxxXxxxXxxxxxxxxxxx.xxx, Inc. herein called Lessee.
Lessee hereby offers to lease from Lessor the premises situated in the
City of Ocean Springs, County of Xxxxxxx, State of Mississippi, described as the
land and building depicted in Exhibit "A", upon the following terms and
conditions:
1. Term and Rent. Lessor demises the above premises for a renewal term of
six (5) years, commencing May 1, 2002 and terminating on April 30, 2007
or sooner as provided herein at the annual rent year defined as May 1,
2002 - April 30, 2003 of Sixty-Six Thousand Dollars ($66,000) payable
in equal monthly installments of $5500, of which $2000 is payable in
cash and $3500 will be payable in cash or BBT common stock valued at
.33(cent)/share (10,606 shares) at the Company's discretion. It is
further agreed that for the first six months (May - October) Xx. Xxxxxx
will have the right to reject the $3500 if offered in cash, and demand
it be provided in common stock issued at .33(cent)/share FMV price per
share or 10,606 shares of BBT common stock.
Commencing May 2003, annual rent will increase to $72,000, payable in
equal monthly installments. Each month's rent shall de due in advance
on the first day of each month for that month's rental, but no later
than the seventh day.
XxxxxxXxxxXxxxxxxxxxxx.xxx, Inc. common stock earned by lessor at
partial rent, through the terms ending April 30, 2003 agreement, shall
be distributed to lessor, within 30 days of each three-month period's
completion. Common stock shall be distributed to Xxxxx Xxxxxx S.S. #
###-##-#### and sent to 00000 Xxxxxxx Xxxxx, Xxxxx Xxxxxxx, XX 00000.
2. Use. Lessor warrants that the Lessee shall receive quiet use and
enjoyment of the leasehold premises. Lessee shall use and occupy the
premises for its corporate offices. Lessor represents that the premises
may lawfully be used for such purpose.
3. Care and Maintenance of Premises. Lessee acknowledges that the premises
are in good order and repair, unless otherwise indicated herein. Lessee
shall, at his own expense and at all times, maintain the premises in
good and safe condition, including plate glass, electrical wiring,
plumbing and heating installations and any other system or equipment
upon the premises, and shall surrender at same at termination hereof,
in as good condition as received, normal wear and tear expected. Lessee
shall be responsible for all repairs required, excepting the roof,
exterior walls, and structural foundations. Lessee shall be the
beneficiary of all guarantees and warranties issued to Lessor and
Lessor shall perfect same.
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4. Alterations. Lessee may make alterations on the interior with Lessor's
written permission. Such approval shall not be unreasonably withheld.
5. Ordinances and Statutes. Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal
authorities now in force, or which may hereafter be in force,
pertaining to the premises, occasioned by or affecting the use thereof
by Lessee, as long as Lessee is able to quietly enjoy premises. Lessor
warrants that he is not aware of any special assessments or
requirements imposed by any agency that he has not disclosed in writing
to Lessee (see Exhibit "B").
6. Assignment and Subletting. Lessee shall have the right to assign this
lease or sublet any portion of the premises, but shall at all times be
responsible for lease.
7. Utilities. All applicants and connections for necessary utility
services on the demised premises shall be made in the name of Lessee
only, and Lessee shall be solely liable for utility charges as they
become due, including those for sewer, water, gas, electricity and
telephone services.
8. Possession. Lessee shall not be liable for any rent until possession is
delivered. Lessee may terminate this lease if possession is not
delivered within 20 days of the commencement of the term thereof.
Lessee shall conduct a walk through with Lessor on or before May 15,
1997, to go over completed checklist which Lessor and his contractor
agreed to complete at Lessor's expense.
9. Insurance. It shall be the obligation of Lessee to insure the property
and improvements on the leased premises against loss or damage by fire,
windstorm or other casualty as he deems appropriate. Any amounts which
may become payable under said policies of insurance shall be the sole
property of Lessor, and Lessee hereby waives any and all claims he may
have to said insurance proceeds. However, Lessor shall make all
appropriate repairs to the building, as the Lessee deems appropriate,
from any casualty.
It shall be the obligation Lessee to obtain insurance against liability
for bodily injury for Lessee's lease of Lessor's premises, in amount of
not less than One Million and no/100 ($1,000,000.00) Dollars, and
Lessor shall be named as an additional insured with evidence of such
insurance being forced during this lease and provided by Lessee to
Lessor.
It shall be the obligation of Lessee to insure their inventory, any
property, all goods and chattels inside the leased premises against
loss or damage as Lessee deems appropriate. Any amounts which may
become payable under said policies of insurance shall be the sole
property of Lessee, and Lessor hereby waives any and all claims he may
have to said insurance proceeds relating to Lessee's inventory,
property, goods and chattels.
10. Indemnification. Lessee covenants and warrants that it will indemnify
Lessor and save Lessor harmless from any and all claims damages,
liabilities, and expense by Lessee, its agents, servants, employees,
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third parties cause from loss of life, personal injury, damage to
property or any other loss arising (a) out of any occurrence in or at
the leased premises, or the occupancy of use by Lessee occurring at any
time during this lease or extension thereof; (b) out of any act of
omission of Lessee, it's employees, servants, agents or
concessionaires. If Lessor should be made a party to any litigation
commenced by or against Lessee, Lessee shall protect, indemnify, and
hold Lessor harmless and pay all costs, expenses, and reasonable
attorney's fees that may be incurred or paid by Lessor in enforcing the
covenants and conditions of this agreement. There is, by agreement,
specifically excluded from this hold harmless and indemnity clause all
claims, actions, expenses and damages for loss of life, personal
injury, damage to property or other loss arising out of any act or
omission of Lessor, its agents, servants, and employees.
11. Eminent Domain. If the premises or any part thereof or any estate
therein, or any other part of the building materially affecting
Lessee's use of the premises, shall be taken by eminent domain, this
lease shall terminate on the date when title vests pursuant to such
taking. The rent, and any additional rent, shall be apportioned as of
the termination date, and any rent paid for any period beyond that date
shall be repaid to Lessee. Lessee shall not be entitled to any part of
the award for such taking or any payment in lieu thereof, but Lessee
may file a claim for any taking of fixtures and improvements owned by
Lessee, and for moving expenses.
12. Destruction of Premises. In the event of a partial destruction of the
premises during the term thereof, from any cause, Lessor shall
forthwith repair the same, provided that such repairs can be made
within sixty (60) days under existing governmental laws and regulations
but such partial destruction shall not terminate this lease, except
that lessee shall be entitled to a proportionate reduction of rent
while such repairs are being made, based upon the extent to which the
making of such repairs shall interfere with the business of Lessee on
the premises. If such repairs cannot be made within said sixty (60)
days, Lessor, at his option, may make the same within a reasonable
time, this lease continuing in effect with the rent proportionately
abated as aforesaid, and in the event that Lessor shall not elect to
make such repairs which cannot be made within sixty (60) days, this
lease may be terminated at the option of either party. In the event
that the building in which the demised premises may be situated is
destroyed to an extent of not less than one-third of the replacement
costs thereof, Lessor may elect to terminate this lease whether demised
premises be injured or not. A total destruction of the building in
which the premises may be situated shall terminate this lease.
13. Lessor's Remedies on Default. If Lessee defaults in the payment of
rent, or any additional rent, or defaults in the performance of any of
the other covenants or conditions hereof, Lessor may give Lessee notice
of such default and if Lessee does not cure any such default within
five (5) days, after the giving of such notice (or if such other
default is of such nature that it cannot be completely cured within
such period, if Lessee does not commence such curing within such five
(5) days and thereafter proceed with reasonable diligence and in good
faith to cure such default), then Lessor may terminate this lease on
not less than five (5) days' notice to Lessee. On the date specified in
such notice the term of this lease shall terminate, and Lessee shall
then quit and surrender the premises to Lessor, but Lessee shall remain
liable as hereinafter provided. If this lease shall have been so
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terminated by Lessor, Lessor may at any time thereafter resume
possession of the premises by any lawful means and remove Lessee or
other occupants and their effects. No failure to enforce any term shall
be deemed a waiver.
If the premises shall be abandoned during the term or if Lessee shall
be evicted from aid premises by summary proceedings or otherwise, or in
the event of the commencement of any bankruptcy proceedings by or
against Lessee which are not discharged or dismissed within thirty (30)
days, or upon the happening of any event of default as provided above,
Lessor may at its election terminate this lease (in which event Lessor
shall be entitled to recover damages for any such default), or Lessor
may reenter the same by force or otherwise, without being liable for
prosecution therefore, and may re-let the premises at anytime as agent
of Lessee, applying any monies collected first to costs, fees and
expenses of collecting, then to the expense of obtaining possession,
then to the payment of the rent and all other sums owing and to become
owing Lessor and paying any surplus thereof to Lessee; and such reentry
and re-letting shall not discharge Lessee from liability for rent or
from any other covenant of this lease by Lessee to be kept and
performed.
14. Taxes and Assessments. Lessee shall be responsible for payment of city,
county, state and real estate taxes on leased premises. Lesee further
agrees to bring current any unpaid real estate taxes on leased premises
prior to August 1, 2002 or prior to any public notification, whichever
comes first.
15. Attorney's Fees. In case suit should be brought for recovery of the
premises, or for any sum due hereunder, or because of any act which may
arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection
with such action, including reasonable attorney's fees.
16. Notices. Any notice which either party may, or is required to give,
shall be given by
mailing the same, postage prepaid, to Lessee at the premises, or Lessor
at the address shown below, or at such other places as may be
designated by the parties from time to time.
17. Heirs, Assigns, Successors. This lease is binding upon and inures to
the benefit of the heirs, assigns and successors in interest to the
parties.
18. Option to Renew. Lessee shall have two five-year options to renew the
lease commencing at the expiration of the second 2007 lease term. All
of the terms and onditions of the lease shall apply during the renewal
terms. The options shall be exercised by written notice given to Lessor
not less than ninety (90) days prior to the expiration of the initial
lease term.
19. Subordination. Lessor warrants and represents that there are no
mechanics' liens or any other items that the leasehold premises is
subject to.
20. Assignment of Lease. Lessor has the right to assign this lease.
21. Other Conditions. If any. If none, so state.
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22. Entire Agreement. The foregoing constitutes the entire agreement
between the parties and may be modified only by a writing signed by
both parties. The following Exhibits, if any, have been made a part of
this lease before the parties' execution hereof.
Signed this 1st day of May, 2002.
XXXXXXXXXXXXXXXXXXXXXX.XXX, INC. SECURITY FINANCIAL SERVICES, L.L.C.,
Lessee Lessor
By: (s) Xxxx X. Xxxxxx By: (s) Xxxxx Xxxxxx
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Xxxx X. Xxxxxx, CEO Xxxxx Xxxxxx, President
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