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EXHIBIT 10.6
STANDARD COMMERCIAL LEASE
NET NET NET
1. PARTIES.
This Lease, dated AUGUST 30, 1994 is entered between XXXXXX XXXXXXXXXX
("Landlord") and AMERICAN PACIFIC MARINE, INC., a Delaware Corporation and a
subsidiary of AMERICAN OILFIELD DIVERS, INC., ("Tenant").
2. NOTICES.
Any notice required hereunder shall be in writing and served either
personally or sent registered or certified United States mail, postage prepaid,
addressed as follows:
LANDLORD XXXXXX XXXXXXXXXX TENANT AMERICAN PACIFIC MARINE
BOX 1053 000 X. XXXXXXXX XXXXXX
XXXXX XXXXXX XXXXXXX XXXXXX
XXXXXXXXXX, 00000 CALIFORNIA, 93033
3. PREMISES.
3.1 Landlord leases to Tenant and Tenant leases from Landlord, on
the terms and conditions hereinafter set forth, that certain demised premises
and other improvements located thereon situated in the City of OXNARD County of
VENTURA State of California, commonly known as 000 X. XXXXXXXX XXXXXX AND
ADJOINING 1.44 ACRE VACANT LOT TO THE SOUTH WEST.
3.2 Landlord shall provide Tenant with possession of the Premises
on September 1, 1994, and the rent payments as required herein shall commence
upon that date. If Tenant causes a delay in planning or construction of
standard or above-standard Tenant improvements, then there shall be no
adjustment to the commencement date of this Lease nor Tenant's obligation to
make rent payments.
3.3 Tenant's Premises consists of two land parcels, one with
improvements of approximately 24,000 rentable square feet. The legal
description of the Premises is set forth in Exhibit "A" which is attached to
this Lease.
4. TERM.
4.1 The term of this Lease is for 3 years 0 months, commencing on
September 1, 1994 and ending on August 31, 1997, unless sooner terminated as
hereinafter provided.
5. MONTHLY RENT.
5.1 Tenant shall pay Landlord as monthly "base rent" for the
Premises the sum of ELEVEN THOUSAND ($11,000,000) dollars per month, in advance
of the first day of each month during the term hereof. Rent for any period
during the term of this Lease which is for less than one (1) month shall be a
prorata portion of the monthly installment. Said proration shall be calculated
on the basis of a thirty (30) day month. Rent shall be payable without notice
or demand and without any deduction, off-set, or abatement in lawful money of
the United States to the Landlord at the address stated herein for notices or
to such other persons or such other places as the Landlord designates to Tenant
in writing.
6. COST OF LIVING RENTAL ADJUSTMENTS.
6.1 The monthly "base rent" in Article 5 shall be increased on the
annual anniversary date of this Lease by the greater of three percent (3%) or
the percentage the United States Department of Labor Bureau of Labor
Statistics, Consumer Price Index for "all Urban Consumers" (for all items in
the Los Angeles/Long Beach/Anaheim areas) ("Index") has increased from the
first month of the Lease term through the month in which the rent is to be
increased, but shall not exceed five percent (5%) in any one year.
SAMPLE RENT CALCULATION:
a. Assume for purposes of example that the
beginning index number (month number 1 of the
Lease Term) is 208 and extension index
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number (month number 13 of the Lease Term) is
219 and the rent is $1000.00.
b. The fraction would be equal to the extension
index divided by the beginning index, and
would be represented as 219/208 X $1,000.00 =
$1,053.00.
c. The new rent would be $1,053.00. 6.2 The
Index for the month in which the rent is to be increased
may not be available on such rental adjustment date. At such time as the Index
is available, written notice shall be given by Landlord to Tenant, and the
necessary rental adjustment payment shall be made by Tenant to Landlord within
fifteen (15) days of said written notice.
6.3 (a) If, at any such rental adjustment date, there does
not exist an Index in the same format as herein mentioned or if the components
of the Index have been materially changed over the period from the commencement
date of the Lease to such rental adjustment date, then the parties shall
substitute therefor an official index or indices published by the Bureau of
Labor Statistics or its successor that is substantially similar to the Index
mentioned herein and which achieves the same intended purpose of that Index.
(b) If the parties are unable to agree upon a substitute
or supplemental index, the choice of such index shall be referred to conclusive
and binding arbitration pursuant to the rules and regulation of the American
Arbitration, the cost of which shall be borne equally by the parties.
7. ANNUAL RENTAL ADJUSTMENT FOR EXPENSES.
7.1 There shall be no adjustments to Tenants base rent for
expenses other than those specifically outlined in Article 6 and Article 28 of
this lease.
8. SECURITY DEPOSIT.
8.1 Tenant shall deposit with Landlord upon execution of this
Lease the sum of ELEVEN THOUSAND ($11,000.00) dollars as a security deposit for
the Tenant's faithful performance of the provisions of this Lease. The amount
required as security deposit shall be equivalent to ONE (1) months' rent.
8.2 If Tenant fails to pay rent or the charges due hereunder, or
otherwise defaults with respect to any provision of this Lease. Landlord may
use, apply or retain all or any portion of said deposit for:
(a) the payment of any rent or other charge in default,
or
(b) the payment of any other sum for which Landlord may
become obligated by reason of Tenant's default, or
(c) to compensate Landlord for any loss or damage which
Landlord may suffer thereby.
8.3 Tenant shall immediately upon written demand pay to Landlord
the sum equal to that portion of the security deposit expended or applied by
Landlord which was provided for in this paragraph so as to maintain the
security deposit in the sum initially deposited with Landlord. Tenant's
failure to do so shall be a material breach of this Lease. Such reimbursement
shall be payable in cash or by way of a certified money order, or cashiers
check.
8.4 If Tenant performs all of Tenant's obligations under this
Lease, the security deposit or that portion thereof which has not previously
been applied by the Landlord, shall be returned to Tenant within twenty one
(21) days after the expiration of the term of this Lease, or after Tenant has
vacated the Premises, which ever is later.
9. USE AND USES PROHIBITED.
9.1 Tenant shall use the Premises only for GENERAL ENGINEERING
CONTRACTING SERVICES and for no other use without the Landlord's prior written
consent.
9.2 Tenant shall not do, bring or keep anything in or about the
Premises that will cause a cancellation of any insurance covering the Premises
or the building in which the Premises are located. If the rate of any
insurance carried by the Landlord is increased solely as a result of Tenant's
use, Tenant shall pay to Landlord within ten (10) days after written demand
from Landlord, the amount of any such increase.
9.3 Tenant shall comply with all laws concerning the Premises or
Tenant's use of the Premises, including without limitation, the obligation at
Tenant's cost to alter, maintain or restore the Premises in compliance and
conformity with all laws relating to the condition, use, or occupancy of the
premises by Tenant during the term of this Lease.
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9.4 Tenant shall not use or permit the use of the Premises in any
manner that will tend to create waste or a nuisance or, if there shall be more
than one Tenant of the building containing the Premises, which shall
unreasonably disturb any other Tenant.
9.5 Tenant shall not dump, spill or allow to be dumped or spilled
any paint, oil, fuel, waste, toxic waste refuse, or other materials, on, in or
around the premises which might adversely affect the environment.
10. TENANT ACCEPTANCE OF PREMISES AND COMPLIANCE WITH LAW.
10.1 Tenant accepts the Premises in their condition existing as of
the date that Tenant possesses the Premises, subject to all applicable zoning,
municipal, county and state laws, ordinances, regulations governing the use of
the Premises and accepts this Lease subject thereto and all matters disclosed
thereby.
10.2 Tenant shall be responsible for complying with any such laws,
ordinances or regulations prior to taking possession of the Premises.
10.3 Tenant acknowledges that neither Landlord nor its agent(s) has
made any representations or warranty as to the condition of the Premises or the
suitability of the Premises for the conduct of Tenant's business.
10.4 Tenant acknowledges that the terms of this lease are governed
by the laws of the State of California, County of Ventura, and City of Xxxxxx.
00. TAXES
11.1 Real Property Taxes. Tenant shall pay, prior to delinquency,
all real property taxes and assessments levied and assessed against the
Premises during the term of this Lease.
11.2 Personal Property Taxes. Tenant shall pay, prior to
delinquency, all taxes assessed against and levied upon fixtures, furnishings,
walls (which shall be defined as movable walls and partitions). Equipment and
all other personal property of Tenant contained in the Premises. Tenant shall
cause said fixtures, furnishings, walls, equipment and all other personal
property to be assessed and billed separately from the real property of the
Landlord. In the event that any or all of Tenant's fixtures, furnishings,
walls, equipment or other personal property shall be assessed and taxed with
Landlord's real property or with Landlords personal property, Tenant shall pay
to Landlord Tenant's share of such taxes within ten (10) days after delivery to
Tenant by Landlord of a statement in writing, setting forth the amount of such
taxes applicable to the Tenant's personal property.
12. UTILITIES AND SERVICES.
12.1 Tenant shall make all arrangements and pay for all janitorial,
landscaping, water, sewer, refuse, gas, heat, light, power, telephone, cable
TV, computer linkage, and other utility services supplied to the Premises
together with any taxes thereon and for all connection charges.
13. MAINTENANCE AND REPAIRS.
13.1 By entering into the Premises, Tenant shall be deemed to have
accepted the Premises as being in good and sanitary order, condition and
repair.
13.2 Landlord's Obligations.
(a) Except as provided in Article 19, and except for
damage caused by any negligent or intentional act or omission of Tenant,
Tenant's agents, employees or invitees, Landlord at its sole cost and expense
shall keep in good condition and repair the foundation, exterior walls,
exterior roofs, and sidewalks.
13.3 Tenant's Obligations.
(a) Tenant, at Tenant's expense, shall keep in good
order, condition and repair the Premises and every part thereof (whether or not
the damaged portion of the Premises or the means of repairing same are
reasonable or readily accessible to Tenant) including, without limiting the
generality of the foregoing, all plumbing, heating, ventilating, air
conditioning, and security systems (Tenant shall procure and maintain, at
Tenant's expense, ventilating, air conditioning and security system maintenance
contracts), electrical and lighting facilities and equipment within the
Premises, fixtures, interior walls and interior surfaces of exterior wall,
ceilings, windows, doors, plate glass, and skylights located within the
Premises. Landlord reserves the right to procure and maintain the ventilating,
air conditioning, and security system maintenance contracts and if Landlord so
elects, Tenant shall reimburse Landlord, upon demand, for the cost thereof.
(b) Tenant shall resurface and restripe the parking area
on or adjacent to the Premises when necessary.
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(c) If Tenant fails to perform Tenants obligations under
paragraph 13.3 or under any other paragraph of this lease, Landlord may enter
upon the Premises after ten (10) days prior written notice to Tenant (except in
the case of emergency, in which no notice shall be required), perform such
obligation on Tenant's behalf and put the Premises in good order, condition and
repair, and the cost thereof together with interest thereon at the maximum rate
then allowable by law shall be due and payable as additional rent to Landlord
together with Tenant's next Base Rent installment.
14. ALTERATIONS AND ADDITIONS.
14.1 Tenant shall not, without Landlord's prior written consent,
make any alterations, improvements or additions in or about the Premises.
(a) As a condition to giving consent, Landlord may
require Tenant to remove, at Tenant's sole cost, any such alterations,
improvements, or additions at the expiration of the term, and to restore the
Premises to their prior condition by giving Tenant thirty (30) days written
notice prior to the expiration of the term that Landlord requires Tenant to
remove itself from the Premises.
15. FREE FROM LIENS.
15.1 Tenant shall keep the Premises and the property in or on which
the Premises are located free from any liens arising out of any work performed,
material furnished, or obligation incurred by Tenant. Tenant shall not record
this Lease without Landlord's consent.
16. TENANT'S PERFORMANCE.
16.1 With the exception of rental payments due herein, if Tenant
fails to adhere to any time limits set forth in this Lease to complete work or
perform any other requirement herein provided to be performed by Tenant during
the term of this Lease or prior to the beginning of this Lease, or if Tenant
causes a delay in the completion of any work performed by any person on the
Premises or its appurtenances, then Landlord shall provide Tenant with written
notice of Tenant's violation of this Lease provision.
(a) If the violation is not corrected within ten (10)
days after notice, Landlord shall have, in its discretion, the right to
exercise any of the legal and equitable remedies set forth in Article 22 or
otherwise provided by law.
(b) In addition, Landlord shall be entitled to retain as
liquidated damages all security deposits made hereunder and any such
alterations, improvements or additions that Tenant may have annexed to the
Premises that cannot be removed without damage thereto (subject to the
provisions of Article 14 above).
17. FORCE MAJEURE.
17.1 If either party to this Lease is delayed or prevented from the
performance of any act required hereunder, including, without limitation, such
reason as Acts of God, lockouts, labor strikes, inability to procure materials,
restrictive governmental laws, ordinances or regulations, or any other cause
which is beyond the control of the party obligated to perform, then performance
shall be temporarily excused until such time as performance can be had without
such restriction. This shall not be interpreted as excusing Tenant from the
prompt and timely payment of rents or other charge(s) due under this Lease.
17.2 Each party shall use reasonable diligence to avoid any delay
as described in Paragraph 16.1 and shall resume performance under this Lease as
promptly as possible after any such delay.
18. INSURANCE INDEMNITY.
18.1 Fire Insurance.
(a) Tenant at its cost shall maintain during the term of
the Lease on the Premises a policy or policies of standard fire and extended
coverage insurance to the extent of at least one hundred (100) percent of full
replacement value thereof but may include a total of one, one thousand
($1,000.00) dollar deductible provision. Said insurance policies shall be
issued in the names of Landlord and Tenant, as their interests may appear.
(b) Tenant at its cost shall maintain during the term of
this Lease on all its personal property, Tenant's improvements, and alterations
in or about the Premises, a policy of standard fire and extended coverage
insurance, with vandalism and malicious mischief endorsements, to the extent of
their full replacement value. The proceeds from any such policy shall be used
by Tenant for the replacement of personal property or the restoration of
Tenant's improvements or alterations.
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18.2 Liability Insurance.
(a) Tenant at its sole cost and expense shall maintain
during the term of this Lease general public liability insurance to insure
against all liability of Tenant and its authorized representatives arising out
of and in connection with Tenant's use or occupancy of the Premises. The
single combined liability limitation of such insurance shall be not less than:
(1) Five Hundred Thousand ($500,000.00) Dollars
with respect to injury or death of one person, and
(2) One Million ($1,000,000.00) Dollars with
respect to any one accident, and
(3) One Hundred Thousand ($100,000.00) Dollars
with respect to property damage, including theft and a special rider regarding
plate glass windows, if the normal policy does not already cover this item.
(b) The insurance policies shall insure performance by
Tenant of the indemnity provisions in paragraph 18.4 below, but the limits of
such insurance shall not, however, limit the liability of Tenant hereunder.
Both Landlord and Tenant shall be named insureds and the policies shall contain
cross-liability endorsements.
(c) If Tenant fails to procure and maintain insurance,
Landlord may procure and maintain such policies at the expense and cost of
Tenant, bearing interest thereon at the maximum rate permitted by law for an
individual to charge, and which shall be due and payable as additional rental
to Landlord together with Tenant's next rental installment.
18.3 Waiver of Subrogation. Tenant and Landlord each waives any
and all rights of recovery against the other, or against the officers,
employees, agents, and representatives of the other, for loss of or damage to
such waiving party or its property of others under its control, where such loss
or damage is insured against under any insurance policy in force at the time of
such loss or damage. Each party shall cause each insurance policy obtained
hereunder to provide that the insurance company waives all right of recovery by
way of subrogation against either party in connection with any damage covered
by any such policy.
18.4 Hold Harmless.
(a) Tenant shall indemnify and hold Landlord harmless
from and against any and all claims arising from:
(1) Tenant's use or occupancy of the Premises, or
(2) the conduct of Tenant's business, or (3)
from any activity, work, or things which
may be permitted or suffered by Tenant in or about the Premises including all
damages, costs, attorney's fees, expenses and liabilities incurred in the
defense of any claim or action or proceeding arising therefrom.
(b) Except for Landlord's willful or grossly negligent
conduct, Tenant hereby assumes all risk of damage to property or injury to
person in or about the Premises from any cause and Tenant hereby waives all
claims in respect thereof against Landlord.
18.5 Exemption of Landlord from Liability
(a) Except for Landlord's willful or grossly negligent
conduct, Tenant hereby agrees that Landlord shall not be liable for:
(1) any injury to Tenant's business or loss of
income therefrom, or
(2) damage to the goods, wares, merchandise, or
other property of Tenant, or
(3) injury to Tenant's person, employees,
invitees, customers or any person in or about the Premises whether such damage
or injury is caused by or results from fire, water or rain, steam, electricity,
or from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air-conditioning, or lighting
fixtures, or from any other cause whether such damage results from conditions
arising upon the Premises or upon other portion of the building in which the
Premises are a part, or from any other source or places.
(b) Landlord shall not be liable to Tenant for any
damages arising from any act or neglect of any other Tenant, if any, of the
building in which the Premises are located.
19. DAMAGE OR DESTRUCTION.
19.1 Damage - Insured.
(a) If the Premises and/or the building and other
improvements in which the Premises are located are totally or partially
destroyed rendering the Premises totally or partially inaccessible or unusable,
and such damage or destruction was caused by a casualty covered under an
insurance policy required to be maintained hereunder, Landlord shall restore
the Premises and/or
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the building and other improvements in which the Premises are located into
substantially the same condition as they were in immediately before such damage
or destruction, provided that the restoration can be made under the existing
laws and can be completed within one hundred twenty (120) working days after
the date of such destruction or damage.
(1) Such destruction or damage shall not
terminate this Lease.
(2) If the restoration cannot be made within
120-day period, then Tenant may terminate this Lease within fifteen (15) days
of such a determination by giving notice to Landlord and the Lease will be
deemed cancelled as of the date of such damage or destruction.
(3) If Tenant fails to terminate this Lease and
the restoration is permitted under existing laws, Landlord, at its option, may
terminate this Lease or restore the Premises and/or any other improvements in
which the Premises are located within a reasonable time and this Lease shall
continue in full force and effect.
(4) If existing laws do not permit restoration,
either party can terminate this Lease immediately by giving notice to the other
party.
(b) Notwithstanding the above, if Tenant is the insuring
party and if the insurance proceeds received by the Landlord are not sufficient
to effect such repair, Landlord shall give notice to Tenant of the amount
required in addition to the insurance proceeds to effect such repair.
(1) Tenant may, at Tenant's option, contribute
the required amount, but upon failure to do so within thirty (30) days
following such notice, Landlord's sole remedy shall be, at Landlord's option
and with no liability to Tenant, to cancel and terminate this Lease.
(2) If Tenant contributes such amount to Landlord
within said thirty (30) days period, Landlord shall make such repairs as soon
as reasonably possible and this Lease shall continue in full force and effect.
Tenant shall in no event have any right to reimbursement for any amount so
contributed.
19.2 Damage - Uninsured.
(a) If the Premises are damaged or destroyed by a
casualty which is not covered by the fire and extended coverage insurance which
is required by Article 18, then Landlord shall restore the same, at Landlord's
sole expense, on the contingency that if the damaged or destruction is to an
extent greater than ten (10%) percent of the replacement cost of the
improvements on the property on which the premises are located (exclusive of
Tenant's trade fixtures and equipment and exclusive of foundation and footing),
then Landlord may elect not to restore and to terminate this Lease.
(b) Landlord shall provide Tenant with written notice of
its intention not to restore and terminate this Lease within thirty (30) days
from the date of such damage or destruction and, if not given, Landlord shall
be deemed to have elected to restore and in such event shall repair any damage
as soon as reasonably possible.
(c) If Landlord elects to cancel and terminate this
Lease, Tenant shall have the right, within ten (10) days after receipt of such
notice, to give written notice to Landlord of Tenant's intent to repair such
damage at Tenant's expense, without reimbursement from Landlord. The Lease
shall continue in full force and effect and Tenant shall make such repairs as
soon as reasonably possible. If Tenant does not give said notice within such
ten (10) day period, this Lease shall be cancelled and be terminated as of the
date of the occurrence of such damage or destruction.
19.3 Damage Near the End of Term
(a) If the Premises are totally or partially destroyed or
damaged during the last twelve (12) months of the term of this Lease, Landlord
may, at Landlord's option, cancel and terminate this Lease as of the date of
the cause of such damage by giving written notice to Tenant of Landlord's
election to do so within thirty (30) days after the date of the occurrence of
such damage. If the damage or destruction occurs within the last twelve (12)
months of the term and if within fifteen (15) days after the date of such
damage or destruction Tenant exercises any option to extend the term, Landlord
shall restore the Premises if obligated to do so as provided in paragraph 19.1
or 19.2 above.
19.4 Abatement of Rent.
If the Premises are partially or totally destroyed or damaged
and Landlord or Tenant repairs or restores them pursuant to the provisions of
this Article 19, the rent payable hereunder for the period during which such
damage repair or restoration continues shall be abated in proportion to the
degree to which Tenant's reasonable use of the Premises is impaired. Except
for the abatement of rent, if any, Tenant shall have no claim against Landlord
for any damages suffered by reason of any such damage, destruction, repair or
restoration.
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19.5 Trade Fixtures and Equipment.
If Landlord is required or elects to restore the Premises as
provided in this Article 19, Landlord shall not be required to restore Tenant's
improvements, trade fixtures, equipment or alterations made by Tenant, such
excluded items being the sole responsibility of Tenant to restore hereunder.
19.6 Total Destruction - Multi-Tenant Building If the Premises are
a part of a Multi-Tenant building and
there is destruction to the Premises and/or the building of which the
Premises are a part from any cause whether or not covered by the insurance
described in Article 18 above, Landlord may elect to terminate this Lease
(whether or not the Premises are destroyed) so long as Landlord terminates the
leases of all other Tenants in the building of which the Premises are a part,
effective as of the date of such damage or destruction.
20. CONDEMNATION.
20.1 If the premises or any part thereof, or if the properties of
Landlord including the Premises or any part thereof, shall be the subject of
condemnation by any governmental or any other authority lawfully exercising the
right of eminent domain, Landlord may terminate this Lease, with respect to
such part of the Premises condemned and Tenant shall not be entitled to receive
any part of any condemnation award in connection therewith. Except for the
abatement of rent, if any, Tenant shall have no claim against Landlord for any
damages suffered by reason of any such condemnation.
21. ASSIGNMENT AND SUBLETTING
21.1 Tenant shall not voluntarily or by operation of law assign,
transfer, sublet, mortgage, or otherwise transfer or encumber all or any part
of Tenant's interest in this Lease or in the Premises without Landlord's prior
written consent which shall not be unreasonably withheld. Any attempted
assignment, transfer, mortgage, encumbrance, or subletting without such consent
shall be void and shall constitute a breach of this Lease.
21.2 Regardless of Landlord's consent, no subletting or assignment
shall release Tenant or Tenant's obligation to pay the rent and to perform all
other obligations to be performed by Tenant hereunder for the term of this
Lease.
(a) The acceptance of rent by Landlord from any other
person shall not be deemed a waiver by Landlord of any provision hereof.
(b) Consent to one assignment or subletting shall not be
deemed consent to any subsequent assignment or subletting.
21.3 As a condition to Landlord's prior written consent to
assignment or subletting by Tenant, Landlord shall have a first right or
retaking possession of the Premises or, alternatively, Tenant shall provide
Landlord with prior written verification of the terms and conditions of
Tenant's assignment or subletting with the assignee or subleasee and the rental
for the Premises shall remain the same as that provided for in Article 5 above,
and as further modified where appropriate by Article 6 and Article 7 above.
22. DEFAULT.
22.1 Default. The occurrence of any one or more of the following
events shall constitute a material default and breach of this Lease by Tenant:
(a) Abandonment and vacation of the Premises (failure to
occupy the Premises for fourteen (14) consecutive days with no intent of
reoccupying shall be deemed an abandonment and vacation).
(b) The vacating of the premises resulting in a
cancellation of any of the insurance coverage provided in Article 18 hereof.
(c) The failure by Tenant to make any payment of rent or
any other payment required to be made by Tenant hereunder, as and when due.
(d) The failure by Tenant to observe or perform any of
the covenants, conditions, or provisions of this Lease to be observed or
performed by Tenant, other than those described in subparagraph 22.1(c) above,
if such failure continues for a period of thirty (30) days after written notice
thereof from Landlord to Tenant unless the nature of Tenant's failure is such
that more than thirty (30) days are reasonably required for its cure. In such
a case, Tenant shall not be deemed to be in default if Tenant commences such
cure within said thirty (30) day period and thereafter diligently completes
such cure.
(e) Any of the following events:
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(1) The making by Tenant of any general
assignment or general arrangement for the benefit of creditors; or
(2) the filing by or against Tenant a petition to
have Tenant adjudicated a bankrupt or a petition for reorganization or
rearrangement under any law relating to bankruptcy unless, in the case of a
petition filed against Tenant, the same is dismissed within thirty (30) days;
or
(3) the appointment of a trustee or receiver to
take possession of substantially all of Tenant's assets located at the Premises
or of Tenant's interest in this Lease, where possession is not restored to
Tenant within Thirty (30) days; or
(4) the attachment, execution or other judicial
seizure of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged within
thirty (30) days.
Note: If a court of competent jurisdiction determines that any of
the foregoing acts of subparagraph 22.1(e) does not constitute an event of
default under the terms of this Lease, and a trustee is appointed to take
possession of Tenant's interest under this Lease (or Tenant remains a debtor in
possession) and such trustee or Tenant assigns or subleases Tenant's interest
hereunder, then Landlord shall receive, as additional rent, the difference
between the rent or any other consideration paid in connection with such
assignment or sublease and the rent payable by Tenant hereunder. This Lease
and any interest in and to the Premises shall not become an asset of any
proceedings described above and Landlord shall be entitled to exercise any one
or more of the remedies defined in paragraph 22.2.
22.2 Remedies. Landlord shall be entitled to exercise any of the
following remedies if Tenant commits a default under this Lease. These
remedies are not exclusive but are cumulative and in addition to any remedies
now or hereafter allowed by law.
(a) Landlord can continue this Lease in full force and
effect, and the Lease will continue in effect so long as Landlord does not
terminate Tenant's right to possession and the Landlord shall have the right to
collect rent when due.
(1) `During the period that Tenant is in default,
Landlord can enter the Premises and relet them, or any part of them, to third
parties for Tenant's account.
(2) Tenant shall be liable immediately to
Landlord for all costs Landlord incurs in reletting the premises, including,
without limitation, brokers commissions, expenses of remodeling the Premises
required by the reletting, and like costs.
(3) Reletting can be for a period shorter or
longer than the remaining term of this Lease. Tenant shall pay Landlord the
rent due under this Lease on the dates the rent is due, less the rent Landlord
receives from any reletting.
(4) No act by Landlord under this Subparagraph
22.2(a) shall terminate this Lease unless Landlord notifies Tenant that
Landlord elects to terminate this Lease.
(5) After Tenant's default and for so long as
Landlord has not terminated Tenant's right to possession of the Premises, if
Tenant obtains Landlord's consent, Tenant shall have the right ot assume or
sublet its interest in the Lease, but Tenant shall not be released from
liability. Landlord's consent hereunder shall not be unreasonably withheld.
(6) If Landlord elects to relet the Premises as
provided in this Subparagraph 22.2(a), any rent that Landlord receives shall
apply first to the payment of any indebtedness from Tenant to Landlord other
than rent due from Tenant to Landlord: secondly, all costs, including
maintenance, incurred by Landlord in such reletting and third, to any rent due
and unpaid under this Lease.
(7) After deducting the payments referred to in
this Subparagraph 22.2(a), any sum remaining from the rent Landlord receives
from such reletting shall be held by Landlord and applied in a payment of
future rent as rent becomes due under this Lease. In no event shall Tenant be
entitled to any excess rent received by Landlord.
(8) If, on the date rent is due under this Lease
the rent received from the reletting is less than the rent due on that date,
Tenant shall pay to Landlord, in addition to the remaining rent due all costs,
including maintenance, that Landlord shall have incurred in reletting that
remain after applying the rent received from the reletting as provided in this
Subparagraph 22.2(a).
(b) Landlord can, at its option, terminate Tenant's right
to possession of the Premises at any time. No act by Landlord other than by
giving written notice to Tenant shall terminate this Lease. Acts of
maintenance, efforts to relet the Premises, of the appointment of a receiver on
Landlord's initiative to protect Landlord's interest in this Lease shall not
constitute a
August 30, 1994 INITIAL
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termination of Tenant's right to possession. In the event of such a
termination, Landlord has the right to recover from Tenant:
(1) The worth, at the time of the award, of the
unpaid rent that had been earned at the time of the termination of this Lease:
(2) The worth, at the time of the award, of the
amount by which the unpaid rent that would have been earned after the date of
the termination of this Lease until the time of the award exceeds the amount of
the loss of rent that Tenant proves could have been reasonably avoided:
(3) The worth, at the time of the award, of the
amount by which the unpaid rent for the balance of the term after the time of
the award exceeds the amount of the loss of rent that Tenant proves could have
been reasonably avoided: and
(4) Any other amount, including court costs,
necessary to compensate Landlord for all detriment proximately caused by
Tenant's default.
Note: "The worth at the time of the award," as used in (1) and
(2) of this paragraph is to be computed by allowing interest at the maximum
rate an individual is permitted by law to charge. "The worth at the time of
the award" as referred to in (3) of this paragraph is to be computed by
discounting the amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of the award, plus one (1%) percent.
(c) If Tenant is in default under the terms of this
Lease, Landlord shall have the additional right to have a receiver appointed to
collect rent and conduct Tenant's business. Neither the filling of a petition
for the appointment of a receiver nor the appointment itself shall constitute
an election by Landlord to terminate this Lease.
(d) Landlord at any time after Tenant commits a default,
can cure the default at Tenant's cost and expense. If Landlord at any time by
reason of Tenant's default, pays any sum or does any act that requires the
payment of any sum, the sum paid by Landlord shall be due immediately from
Tenant to Landlord at the time the sum is paid, and if paid at a later date
shall bear interest at the maximum rate an individual is permitted to charge
from the date the sum is paid by Landlord until Landlord is reimbursed by
Tenant. The sum, together with interest thereon, shall be considered
additional rent and shall be payable as such.
22.3 Default by Landlord
(a) Landlord shall not be in default unless Landlord
fails to perform its obligation within thirty (30) days after written notice by
Tenant to Landlord or to the holder of any first mortgage or deed of trust
covering the Premises (whose name and address shall have heretofore been
furnished to Tenant in writing) specifying wherein Landlord has failed to
perform such obligation.
(b) If the nature of Landlord's obligation is such that
more than thirty (30) days are required for its cure, than Landlord shall not
be in default if Landlord commences such cure within the 30-day period and
diligently pursues such cure to completion.
22.4 Late Charges.
(a) Tenant acknowledges that late payments by Tenant to
Landlord of rent or other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be impracticable
or extremely difficult to ascertain.
(b) Such costs include, but are not limited to: (1)
processing and accounting charges, and (2) late charges which may be imposed on
Landlord by the terms of any mortgage or trust deed covering the Premises.
(c) If any installment of rent or any sum in addition to
rent due from Tenant is not received by Landlord within ten (10) days after the
date such amount is due, Tenant shall pay to Landlord a late charge of ten
(10%) percent of total monthly rent plus costs. The parties agree that such
late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late payment by Tenant.
(d) All sums of money payable by Tenant to Landlord
hereunder shall be deemed rent for use of the Premises and collectable by
Landlord from Tenant as rent, and shall be due form Tenant to Landlord on the
Lease due date following the month when the late payment occurred.
23. SIGNS AND AUCTIONS.
23.1 Tenant shall not have the right to place, construct or
maintain any sign, advertisement, awning, banner, or other exterior
decorations, lights or sound devices on the building or other improvements that
are a part of the Premises without Landlord's prior, written consent, which
consent shall not be unreasonably withheld. Tenant further agrees that any
construction or maintenance of any sign, advertisement, awning, banner, or
other exterior decorations, lights or sound devices on the building or other
improvements that are a part of the Premises shall be in
August 30, 1994 INITIAL
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compliance with any and all City, county and local ordinances governing said
construction or maintenance, Tenant further agrees not to conduct or permit to
be conducted any sale by auction in, upon, or from the Premises, whether said
auction be voluntary, pursuant to any assignment for the payment of creditors,
or pursuant to any bankruptcy or other solvency proceeding.
24. PARKING AND COMMON FACILITIES.
Landlord covenants to provide Tenant with an area which shall be used
by Tenant for parking pursuant to the following provisions:
24.1 Tenant shall have the non-exclusive right to use for Tenant's
benefit, its agents, employees, customers, licensees and sub- Tenants, the
parking area and common facilities in conjunction with Landlord, other present
and future owners, Tenants and their agents, employees, customers, licensees
and sub-Tenants during the entire term of this Lease, or any extension hereof,
for ingress and egress, roadway, sidewalk and automobile parking which are
provided for in existing covenants, conditions and restrictions of record.
24.2 The condemnation or other taking by any public authority, or
sale in lieu of condemnation, of any or all of such common facilities and
parking areas shall not constitute a violation of this Article 24.
24.3 Landlord reserves the right to change the entrances, exists,
traffic lanes and the boundaries and locations of such parking are(s):
provided, however, that anything to the contrary notwithstanding acts contained
in this Article 24, said parking area(s) shall at all times be substantially
equivalent to parking area(s) existing on date of this Lease.
24.4 Tenant shall keep said automobile parking and common areas in
a neat, clean and orderly condition, properly lighted and landscaped, and shall
repair any damage to facilities thereof.
24.5 Tenant, in the use of the parking area(s) and common
facilities, agrees to comply with such reasonable rules and regulations as the
Landlord may adopt from time to time for their orderly and proper operation.
25. EARLY POSSESSION
25.1 If Landlord permits Tenant to occupy the Premises prior to the
commencement date of the term of this Lease, such occupancy shall be subject to
all the provisions of this Lease. Early possession shall not advance the
termination date of this Lease.
26. SUBORDINATION
26.1 This Lease, at Landlord's option, shall be subordinated to any
ground lease, mortgage, deed of trust, or any other hypothecation for security
now or hereafter placed upon real property of which the Premises are a part and
to any and all advances made on the security thereof and to all renewal,
modifications, and extensions thereof.
26.2 Notwithstanding any such subordination, Tenant's right to
quiet possession of the Premises shall not be disturbed if Tenant is not in
default and so long as Tenant shall pay the rent and observe and perform all
the other provisions of this Lease, unless this Lease is otherwise terminated
pursuant to its terms.
26.3 If any mortgagee, trustee, or ground lessor shall elect to
have this Lease prior to the lien of its mortgage or deed of trust or ground
lease, and shall give written notice thereof to Tenant, this Lease shall be
deemed prior to such mortgage, deed of trust or ground lease, whether this
Lease is dated prior to or subsequent to the date of such mortgage, deed of
trust or ground lease, or the date of recording thereof.
26.4 Tenant agrees to execute any documents required to effect such
subordination or to make this Lease prior to the lien of any mortgage, deed of
trust, or ground lease, as the case may be, and failing to do so within ten
(10) days after written demand from Landlord does hereby make, constitute and
irrevocably appoint Landlord as Tenant's attorney in fact and in Tenant's name,
place and stead to do so.
27. SURRENDER
27.1 On the last day of the term of this Lease, or on any sooner
termination, Tenant shall surrender the Premises to Landlord in good condition,
broom clean, ordinary wear and tear accepted.
(a) Tenant shall repair any damage to the Premises
occasioned by its use thereby, or by the removal of Tenant's trade fixtures,
furnishings and equipment which repair shall include the patching and filling
of holes and repair of structural damage.
August 30, 1994 INITIAL
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(b) Tenant shall remove all of its personal property and
fixtures on the Premises prior to the expiration of the term of this Lease and
if required by Landlord pursuant to Article 14 above, any alterations
improvements or additions made by Tenant to the Premises.
27.2 Landlord may, at its option, apply the provisions of Article 8
in covering the costs relative to Tenant's failure to adhere to the provisions
of this Article 27.
27.3 If Tenant fails to surrender the Premises to Landlord on the
expiration of the Lease as required by this paragraph, Tenant shall hold
Landlord harmless from all damages from Tenant's failure to vacate the
Premises, including, without limitation, claims made by any succeeding Tenant
resulting from Tenant's failure to surrender the Premises.
28. HOLDING OVER.
28.1 If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof without express written consent
of Landlord, such occupancy shall be a tenancy from month to month at a rental
in the amount of one hundred twenty-five percent (125%) of the last monthly
rent installment, plus all other additional rent and other charges payable
hereunder, and upon all the terms hereof applicable to a month-to- month
tenancy.
29. BINDING ON SUCCESSORS AND ASSIGNS.
29.1 The terms, conditions, and covenants of this Lease shall be
binding upon and shall inure to the benefit of each of the parties hereto their
heirs, personal representatives, successors and assigns.
30. LANDLORD'S RIGHT TO INSPECTION.
30.1 Landlord and Landlord's agent shall have the right to enter
the Premises at reasonable times for the purpose of:
(a) inspecting the Premises.
(b) showing the Premises to prospective purchasers or
lenders, and
(c) making such alterations, repairs, improvements or
additions to the Premises or to the building of which the Premises are a part
as Landlord may deem necessary or desirable.
32. ATTORNEY'S FEES.
32.1 If either Landlord or Tenant becomes a party to any litigation
or arbitration concerning this Lease, the Premises, or building or other
improvements in which the Premises are located, by reason of any act or
omission of the other party or its authorized representatives, the losing party
shall be liable to the prevailing party for reasonable attorney's fees and
costs of suit.
33. LANDLORD'S LIABILITY.
33.1 The term "Landlord" as used in this Lease shall mean only the
owner or owners at the time in question of the fee title, and in the event of
any transfer of such title, Landlord herein named shall be relieved from and
after the date of such transfer of all liability in respect to Landlord's
obligations thereafter to be performed. The obligations contained in this Lease
to be performed by Landlord shall be binding upon the Landlord's successors and
assigns, only during their respective periods of ownership.
August 30, 1994 INITIAL
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34. WAIVERS.
34.1 No waiver by Landlord of any provision hereof shall be deemed
a waiver of any other provision hereof or of any subsequent breach by Tenant of
the same or any other provision.
34.2 Landlord's consent to or approval of any act shall not be
deemed to render unnecessary the obtaining of Landlord's consent to or approval
of any subsequent act by Tenant.
34.3 The acceptance of rent hereunder by Landlord shall not be a
waiver of any preceding breach by Tenant of any provision hereof, other than
failure of Tenant to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of its acceptance of
such rents.
35. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS.
35.1 This Lease contains all agreements of the parties with respect
to any matter mentioned herein. No prior agreements or understandings
pertaining to any such matter shall be effective. This Lease may be modified
in writing only, signed by the parties in interest at the time of modification.
Any other attempted modification of this Lease shall be void.
36. TIME.
36.1 Time is of the essence of this Lease.
37. SEVERABILITY.
37.1 The unenforceability, invalidity or illegality of any
provision of this Lease shall not render the other provisions hereof
unenforceable, invalid or illegal.
38. ESTOPPEL CERTIFICATES.
38.1 Each party, within five (5) days after notice from the other
party, shall execute and deliver to the other party a certificate sating that
this Lease is unmodified and in full force and effect, or in full force and
effect as modified, and stating the modification. This certificate shall also
state the amount of minimum monthly rent, the dates to which rent has been paid
in advance, and the amount of any security deposit or prepaid rent, if any, as
well as acknowledging that there are not, to that party's knowledge, any
uncured defaults on the part of the other party, or specifying such defaults,
if any, which are claimed. Failure to deliver such a certificate within the
five (5) day period shall be conclusive upon the party failing to deliver the
certificate to the benefit of the party requesting the certificate that this
Lease is in full force and effect, that there are no uncured defaults
hereunder, and has not been modified except as may be represented by the party
requesting the certificate.
39. COVENANTS AND CONDITIONS.
39.1 Each provision of this Lease performable by Tenant shall be
deemed both a covenant and a condition.
40. JOINT AND SEVERAL LIABILITY.
40.1 "Party" shall mean Landlord and Tenant; and if more than one
person or entity is the Landlord or Tenant, obligations imposed on the party
shall be joint and several.
41. OPTION TO EXTEND.
41.1 Provided that Tenant shall not then be in default hereunder,
Tenant shall have the option to extend the term of this Lease for 2 additional
3 year periods upon delivery by Tenant to Landlord of written notice of its
election to exercise such option at least one hundred twenty (120) days prior
to the expiration of the original term hereof.
41.2 If Tenant exercises the option right as described above, then
the parties hereto agree that the terms and conditions of this Lease, including
the minimum monthly rent, shall be negotiable items requiring written mutual
consent of Landlord and Tenant.
42. BROKER'S FEE.
42.1 No brokers are associated with this lease.
43. CHOICE OF LAW.
43.1 This lease shall be governed by the laws of the state where
the Premises are located
August 30, 1994 INITIAL
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44. ADDENDUM.
44.1 Xxxxxxxx "X", "X" and "C" are incorporated by reference and
may modify, explain, add to or delete from the terms of this Lease.
44.2 Addenda shall be amended or modified only in writing and as
acknowledged by Landlord and Tenant.
44.3 Any addendum attached hereto and either signed or initialed by
all parties shall be deemed a part hereof and shall supersede any conflicting
terms or provisions contained in this Lease.
The parties hereof have executed this Lease on this date first above
written.
LANDLORD:XXXXXX XXXXXXXXXX TENANT: AMERICAN PACIFIC MARINE, INC.
a Delaware Corporation and
a subsidiary of
AMERICAN OILFIELD DIVERS, INC.
By /s/ Xxxxxx Xxxxxxxxxx By
----------------------- -----------------------------------------
XXXXXX XXXXXXXXXX XXX XXXXXX, PRESIDENT
By
-----------------------------------------
XXX XXXXX, VICE PRESIDENT
CONSULT YOUR ATTORNEY FOR ASSURANCE THAT YOUR RIGHTS ARE PROTECTED HEREUNDER.
NO REPRESENTATION OR RECOMMENDATION IS MADE BY LANDLORD ITS AGENT(S) OR
REPRESENTATIVES, AS TO THE LEGAL SUFFICIENCY OR EFFECT, OR TAX CONSEQUENCES OF
THIS DOCUMENT OR THE TRANSACTION RELATING THERETO. THESE ARE QUESTIONS FOR
YOUR ATTORNEY.
To avoid any misunderstandings concerning your Lease Agreement, the Landlords
policy is not to enter into any oral agreements or make any oral
representations. All agreements are always expressed in writing, This policy
also applies to representations or agreements make subsequent to execution of a
Lease Agreement. Tenant is advised to check with the controlling governmental
agencies related to his/her/its business operation. Neither Landlord nor their
agent(s) make any representations regarding any requirements, including
parking, that the City or other governmental agencies might impose on Tenant's
type of business. Accordingly, the Landlord request Tenant to sign this
document confirming his/her/its understanding of this policy and that neither
the Landlord nor Tenant are relying on prior discussions, representation,
advertising or otherwise which have not been set out in this Lease agreement
and its attachments.
Dated this _____ day of SEPTEMBER 1994, ________________ California
By By
----------------------- ----------------------------
XXX XXXXXX, PRESIDENT XXX XXXXX, VICE PRESIDENT
------------------------- ------------------------------
Print Name Print Name
August 30, 1994 INITIAL
Landlord ___ Tenant ___
14
EXHIBIT "A"
LEGAL DESCRIPTION: XXX XX. 0, XXXXX 0000, XXX 000-000-000
XXX XX. 0, XXXXX 0000, XXX 000-000-000
EXHIBIT "A" - PAGE 1
August 30, 1994 INITIAL
Landlord ___ Tenant ___
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EXHIBIT "B"
As a concession to Landlord, Tenant will allow Landlord to store one vehicle (a
38' Motor Coach) on or in the Premises. In addition the Landlord may wish to
erect a structure on the lot to store the Motor Coach. This structure would be
built in an area of the lot so as to cause the least inconvenience, and
interference to Tenant and Tenant's normal conduct and usage of Premises.
Landlord shall maintain adequate insurance on said vehicle at all times
independent and separate from any insurance Tenant is required to provide.
EXHIBIT "B" PAGE 1 OF 1
August 30, 1994 INITIAL
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EXHIBIT "C"
LAND PARCEL (APN 223-042-055)
It is understood by both Tenant and Landlord that the term of this Lease will
not be binding upon Tenant until such time as Landlord acquires title to land
parcel APN 000-000-000 (the "lot") and until such time, Tenancy shall be "month
to month," at $85,00.00 per month rent. Once title is acquired by Landlord,
rent will increase to $11,000.00 per month as stipulated in this Lease
agreement. Failure of Landlord to acquire title to the lot shall not relieve
Tenant of its obligations under the terms, conditions, and covenants of this
Lease, and Tenants sole remedy shall be to terminate this Lease. This Lease
shall continue in full force and effect for 30 days after written notice of
Tenants intention to terminate this Lease, as allowed in exhibit "C."
As of the date of this Lease Landlord is very optimistic with respect to said
acquisition. The City is anxious and is reacting favorably with respect to
said acquisition. The planning department has not discouraged but rather was
very helpful in advising Landlord with steps toward obtaining a conditional or
modified use permit.
Actual acquisition may take longer than expected and tenant
understands and agrees that if the lot is not acquired by January 31, 1995
through no fault of Landlord, Tenant will allow Landlord the additional time
necessary to complete said acquisition. Should acquisition be delayed for an
unlimited period of time, Tenant may exercise Tenant's rights as allowed in
exhibit "C."
Rent shall be deposited into an escrow account and held by said escrow until
acquisition of the lot is completed, at which time all funds held by escrow and
due escrow will be paid out to Landlord. If Tenant exercises Tenant's rights
as allowed in Exhibit "C" all rent paid into said escrow account through Jan
31, 1995 shall be paid out to Tenant. If tenant does not exercise Tenants
termination rights as allowed in exhibit "C" by Jan 1, 1995 Tenant shall be
deemed to have accepted the term tenancy, and any rents due after Jan 31, 1995
whether due for month to month or term tenancy shall be paid directly to
Landlord.
EXHIBIT "C" PAGE 1 OF 2
August 30, 1994 INITIAL
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Tenant understands that Landlord will not be able to acquire the lot until the
City completes its foreclosure process against the current title holders of the
lot. Tenant understands that the foreclosure process may take as little as 30
days from the date the City files "notice of trustee's sale," to more than 120
days depending on the courts requirements as the City may have to restart the
foreclosure process.
Tenant understands and agrees that once the foreclosure process has begun that
the lot will definitely be available at the end of said process.
Tenant understands the City attorney has indicated Nov. 1, 1994 as the probably
date the City will initiate its foreclosure process.
BLOCK WALL
Landlord agrees to reimburse Tenant for 50% of the actual cost to construct a
cement block wall on two sides of the lot. The block wall is to be between
eight (8) and ten (10) feet in height and constructed in accordance with City
regulation. Full cost of said wall is not to exceed $33 per lineal foot. All
other Tenant improvements and the cost thereof, including but not limited to
driveway entrance, roads, gates, rock base, lighting, electrical, plumbing,
sewer, are entirely the responsibility of the Tenant. All bids and final plans
for block wall to be reviewed and approved by Landlord.
EXHIBIT "C" PAGE 1 OF 2
August 30, 1994 INITIAL
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EXHIBIT "C"
GUARANTEE OF LEASE
Whereas, a Lease Agreement dated August 30, 1994 is entered between
Xxxxxx Xxxxxxxxxx (Landlord) and American Pacific Marine, a Delaware
Corporation and a subsidiary of American Oilfield Divers, Inc. ("Tenant"); and
Whereas, Landlord leases to Tenant and Tenant leases from landlord
that certain demised premises and other improvements located thereon situated
in the City of Oxnard, County of Ventura, State of California, Commonly known
as: 000 X. Xxxxxxxx Xxxxxx; and
Whereas, Landlord requires as a condition to the execution of the
Lease the undersigned's guarantee of the full and faithful performance of the
obligations of the Tenant under the lease;
Now, therefore, in consideration of the execution of said Lease by
Landlord, the undersigned unconditionally guarantees the full and faithful
performance of each and every provision, covenant and condition of the Lease to
be kept and performed by Tenant, including the payment of all rentals and other
charges to accrue thereunder.
The undersigned further agrees that this guarantee of the Lease
Agreement shall continue in favor of Landlord notwithstanding any extension,
modification, or alteration of the Lease entered into and by the parties
thereto, their successors or assigns.
In witness whereof, the undersigned executes this guarantee this 30th
day of September, 1994.
---------------------------------------------
AMERICAN OILFIELD DIVERS, INC., GUARANTOR
By /s/ Xxxxxx X. Xxxxx
--------------------------------------------------------
Type/Print XXXXXX X. XXXXX, V.P., CHIEF FINANCIAL OFFICER
STATE OF LOUISIANA )
CITY OF LAFAYETTE )
)ss.
PARISH OF LAFAYETTE )
On September 30, 1994, before me, Xxxxx X.
Xxxxxx, Notary Public personally appeared XXXXXX XXXXX,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that
by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Xxxxx X. Xxxxxx
-------------------------------------------
Signature
XXXXX X. XXXXXX
NOTARY PUBLIC
STATE OF LOUISIANA
MY COMMISSION IS ISSUED FOR LIFE
EXHIBIT "C" PAGE 2 OF 2
August 30, 1994 INITIAL
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