EXHIBIT 10.10
STATE OF LOUISIANA:
PARISH OF CADDO:
THIS AGREEMENT, made and entered into by and between:
XXXXX XXXXXX XXXXXXX, XXXXXXXX XXXX XXXXXXX XXXXXX, XXXXXX X. XXXX, as
Testamentary Executor of the Estate of Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, and
XXXXXX X. XXXX, Trustee of the X. X. Xxxxxxx Trust for the Children of
Xxxxx Xxxxxx Xxxxxxx Tax I.D. Number 00-0000000, XXXXXX X. XXXX, Trustee of
the X. X. Xxxxxxx Trust for the Children of Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx
Tax I.D. Number 00-0000000, XXXXXX X. XXXX, Trustee of the X. X. Xxxxxxx
Trust for the Children of Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Tax I.D. Number
00-0000000, all residents of Caddo Parish, Louisiana and XXXXXXX XXXXX
XXXXXXX XXXXXXX, resident of Rapids Parish, Louisiana (LESSORS)
AND
UNITED WELLHEAD SERVICES, INC., a Texas Corporation, duly
authorized to do business in the State of Louisiana, acting by and
through its undersigned duly authorized officer, (hereinafter referred
to as "LESSEE").
WITNESSETH:
THAT LESSORS, for and in consideration of the covenants and agreements
hereinafter mentioned, have leased to LESSEE the following described property,
to wit:
1325 Fullerton
As recorded in Book 250, Page 38 at the Record of Caddo Parish,
Louisiana, November 18, 1974, located on Xxxxx X, Xxxxxxxx Xxxxx, Xxxx
0, 0, 0, 0, 16, 15, 14, 13 adjacent to Xxxxxxxx Bend (Fullerton)
Uranus Avenue, Rapides Street at Block B, Northeast corner, Southeast
Quarter (SE/4) of Southwest Quarter (SE/4), Section 23, T, BNT.
TO HAVE AND TO HOLD the same unto LESSEE for a term of one (1) year,
commencing on the 1st day of January, 1997 and expiring at midnight o'clock on
the 31st day of December, 1997.
IN CONSIDERATION of said lease, the LESSORS and the LESSEE covenant and
agree as follows:
1.
LESSEE agrees to pay as rent for the leased property, twelve (12) monthly
installments of ONE THOUSAND ONE HUNDRED DOLLARS ($1,100.00), due and payable on
the first of each month, beginning the 1st of January, 1997.
2.
IF LESSEE shall fail to pay any rent when due, such unpaid amounts shall
bear interest at the maximum legal rate, or if no legal rate, at the rate of ten
percent (10%) per month from the due date until paid. Additionally, if LESSEE
shall fail to pay any rent when due LESSEE shall pay as additional rent, the sum
of TWENTY FIVE DOLLARS ($25.00) for each occurrence.
LESSEE shall pay the installments at Xxxxxxx Management, Xxxx Xxxxxx Xxx
0000, Xxxxxxxxxx, Xxxxxxxxx, 00000-0000, or at such other place as the LESSOR
may designate by notifying the LESSEE in writing.
3.
LESSEE agrees and obligates itself to pay promptly for all water, sewerage,
gas, electricity and other utilities used on the leased property and agrees to
furnish its own janitor service.
4.
LESSEE represents that the leased property, the title thereto, the
sidewalks and structures adjoining the same, any subsurface conditions thereof,
and the present uses and nonuses thereof have been examined by LESSEE. No
representation, statement, or warranty, express or implied, has been made by or
on behalf of
1
the LESSORS as to such condition, or as to the use that may be made of such
property. In no event shall the LESSORS be liable for any defect in such
property or for any limitations on its use.
5.
LESSEE agrees and obligates itself to make all ordinary repairs, to replace
all equipment that wears out, and to keep the leased property in good sanitary
condition by properly disposing of all papers and refuse. LESSORS agrees and
obligates themselves to maintain the roof and exterior of the building located
on the leased property. If, within ten days following occurrence LESSEE fails to
repair or replace any damage to the leased property caused by LESSEE, its
agents, employees or invitees, LESSORS may, at their option, cause all required
maintenance, repairs or replacements to be made. LESSEE shall promptly pay
LESSOR all costs incurred plus an administrative fee of 10 percent of such
costs.
6.
LESSORS shall not be held liable and LESSEE shall be held liable for any
damages caused by damage or injury to leased property, or to the building of
which same form a part, or to its fixtures, appurtenances or equipment, in any
way done by or resulting from the carelessness, negligence or improper conduct
of LESSEE or any of LESSEE'S servants, employees, agents, contractors or
invitees.
7.
If, during the period of this lease, the leased property is damaged by
fire, tornado, or windstorm, or any other cause which is not attributable to the
negligence of LESSEE or LESSEE'S agents, servants, employees, contractors,
customers, or invitees, LESSORS shall repair the same with reasonable diligence
and after notice of such damage, but such damage shall not be cause for
terminating this lease. In such event, a reasonable and equitable adjustment in
the rent shall be made.
In case the building of which the leased property forms a part be so
injured or destroyed (although the entire leased property may not be affected),
that LESSORS shall decide within a reasonable time not to rebuild or reconstruct
said building, then this lease shall terminate and the rent shall be apportioned
and paid up to the time of such injury or destruction.
8.
LESSEE agrees that it will comply with all lawful requirements of the
Health Board, Police and Fire Department, municipal, state and federal
authorities respecting the manner in which it uses the leased property.
9.
If the whole of the leased property, or such portion thereof as will make
the leased property unsuitable for the purposes herein leased shall be taken by
City, Parish, State or Federal Authorities or be condemned for any public
purpose or easement, then the term of this lease shall cease from the time when
possession of the part so taken shall be required for such public purpose and
the rent shall be paid up to that time, this provision being intended and
understood by the parties hereto as a conditional limitation of the term hereby
granted; the LESSEE shall not claim or be entitled to any award or any part of
any award made for damages for so taking as aforesaid the whole part of the
premises hereby leased.
10.
LESSEE covenants and agrees to indemnify and save harmless the LESSORS
against any and all claims arising from the conduct or management of or from any
work or thing whatsoever done in, on or immediately adjacent to the leased
property or any building or structure thereon or the equipment thereof during
the term, or arising during said term, from any act of negligence of the LESSEE
or any of its agents, contractors or employees, or arising from any accident,
injury or damages whatsoever, however caused, to any person or persons, or to
the property of any person, persons, corporation or corporations, occurring
during said term on, or about the leased property and from and against all
costs, counsel fees, expenses and liabilities incurred in, about or concerning
any such claim or any action or proceeding. Should any action or proceeding be
brought against the LESSORS by reason of any such claim, the LESSEE, on notice
from the LESSORS, shall resist or defend such action or proceeding, by counsel
satisfactory to the LESSORS.
2
11.
LESSEE shall maintain at LESSEE'S expense:
(a) Comprehensive public liability insurance on an occurrence basis
with respect to LESSEE'S business and occupancy of the leased property for
any one occurrence or claim of not less than One Million Dollars
($1,000,000) or such other amount as LESSOR may reasonably require in
writing from time to time.
(b) Insurance against such other perils and in such amounts as LESSORS
may from time to time reasonably require in writing. Such request shall be
made on the basis that the insurance coverage requested is customary at the
time for prudent tenants.
(c) All policies of insurance maintained by LESSEE shall be in a form
acceptable to LESSORS, issued by an insurer licensed to do business in the
state of province in which the leased property is situated and require at
least 15 days written notice to LESSORS of termination or material
alteration. If requested by LESSORS, LESSEE shall promptly deliver to
LESSORS certified copies or other evidence of such policies and evidence
satisfactory to LESSORS that all premiums have been paid and policies are
in effect. The policies shall provide that the interests of LESSORS and its
mortgagee, if any, shall not be invalidated because of any breach or
violation of any warranties, representations, declarations or conditions
contained in the policies.
(d) If LESSEE fails to secure or maintain any insurance coverage
required by LESSORS or should insurance secured not be approved by LESSORS
and such failure or approval not be corrected within forty eight (48) hours
after written notice from LESSORS, LESSORS may, without obligation to,
purchase such insurance coverage required at LESSEE'S expense. LESSEE shall
promptly reimburse LESSORS for any Monies expended.
12.
LESSEE agrees and covenants that the LESSORS or their agents at all
reasonable times and during all reasonable hours shall have free access to
said leased property, and through any building or structure that may at any
time be thereon, or any part thereof, for the purpose of examining or
inspecting the conditions of the same or of exercising any right or power
reserved to the LESSORS under the terms of this lease. LESSORS, their
agents and employees shall have the right to enter the leased property at
reasonable hours to make inspections, alterations, or repairs to the leased
property. In event of emergency LESSORS, their agents or employees shall
have the right of entry at any time and may perform any acts related to
safety, protection, preservation or improvement of the leased property.
Except for repair of casualty damage, LESSEE shall not be entitled to any
abatement or reduction of rent because of work performed within the leased
property by LESSORS.
13.
LESSEE shall permit an inspection of the leased property by or on
behalf of prospective purchasers during business hours at any time during
the lease term. During the six months preceding the expiration of this
lease, LESSEE shall permit inspection of the leased property during such
hours by or on behalf of prospective tenants.
14.
LESSEE agrees to use the leased property for Sale and service of
wellhead equipment, and that the leased premises shall be used for no other
purpose without the written consent of the LESSORS. LESSEE shall not (a)
overload, damage or obstruct any utility lines providing services to the
leased property, (b) install any fixture or equipment which will overload
the floors in the leased property or in any way affect the structural
capacity or design of the leased property, or install or affix any window
coverings, window shades, draperies or material between the glass on the
exterior walls of the leased property except standard window covers, window
shades or draperies.
3
15.
LESSEE agrees that all fuel, cleaning solvents, and flammable material
stored on the leased property shall be maintained in a reasonably safe
condition and LESSEE shall comply with all applicable federal, state, and
local statutes and regulations concerning the storage and use of such
material. In the event that LESSEE's storage or use of such material,
and/or any other usage by LESSEE of the leased property, results in an
increase in the insurance rate owed by LESSOR on the leased property, or on
adjoining property owned by LESSORS, LESSEE shall pay to LESSORS annually
an amount equal to the increased insurance rate caused by LESSEE's use of
the leased property.
16.
LESSEE, at its expense, may make changes, additions and improvements
to the leased property provided any change, addition, or improvement shall:
(a) be made only with prior written consent of LESSORS and;
(b) comply with all governmental requirements and;
(c) equal or exceed the current construction standard for the leased
property, and;
(d) be performed by a licensed contractor first approved by and in
accordance with regulations set forth by LESSORS and, who, if requested,
will prior to commencing work, deliver to LESSOR evidence of insurance
coverage in amount and form satisfactory to LESSORS.
All work performed shall be done in such a manner as to not disturb or
disrupt the operation of the leased property or of any other tenants
situated in the leased property. Following completion of any changes or
additions or improvements, LESSEE shall furnish LESSORS with current
"as-built" drawings and specifications for the leased property reflecting
such changes, additions or improvements made to the leased property. Any
increase in real estate taxes or insurance premiums on the leased property
attributable to such change, addition or improvement shall be paid by
LESSEE.
17.
LESSEE shall not cause liens of any kind to be filed or placed against
any part of the leased property. If any liens are filed, with or without
LESSEE'S knowledge, and such liens are the result of any act, directive or
action of LESSEE, its agent or employees, LESSEE shall immediately, at
LESSEE'S sole cost and expense, take whatever action necessary to cause
such lien to be satisfied and discharged.
18.
LESSEE shall not display, inscribe, paint or affix any sign, picture,
advertisement or notice visible from anywhere outside the leased property
without Landlord's prior written consent. If consented to by LESSOR any
such sign shall be painted by a sign painter approved by LESSORS and shall
be maintained by LESSEE during LESSEE'S occupancy of the leased property.
All costs for production, installation, maintenance and removal shall be
LESSEE'S responsibility. All such approved signs shall be removed by LESSEE
upon vacating the leased property and any damage caused by such removal
shall be immediately repaired.
19.
Upon default or upon expiration of this lease term, LESSEE agrees to
surrender and deliver up the leased property in as good order and condition
as when the lease term began, reasonable use and natural wear and tear
excepted. All keys which LESSEE has been furnished for any locks within the
leased property shall be delivered to LESSORS. Upon surrender, all right,
title and interest of LESSEE in the leased property shall cease.
4
20.
If the leased property shall be deserted or vacated, or if proceedings
are commenced against the LESSEE in any court under a bankruptcy act or for
the appointment of a trustee or receiver of the LESSEE'S property either
before or after the commencement of the lease term, or if there shall be a
default in the payment of rent or any part thereof for more than five days
after written notice of such default by the LESSORS or if there shall be
default in the performance of any other covenant, agreement, condition,
rule or regulation herein contained or hereafter established on the part of
the LESSEE for more than five (5) days after written notice of such default
by the LESSORS this lease (if the LESSORS so elects) shall thereupon become
null and void, and the LESSORS shall have the right to reenter or repossess
the leased property, either by force, summary proceedings, surrender, or
otherwise, and dispossess and remove therefrom the LESSEE, or other
occupants thereof, and their effects, without being liable to any
prosecution therefor. In such case, the LESSORS may, at its option, relet
the leased property or any part thereof, as the agent of the LESSEE, and
the LESSEE shall pay the LESSORS the difference between the rent received
from such reletting and the rent due hereunder. The LESSEE hereby expressly
waives the service of notice of intention to reenter or of instituting
legal proceedings to that end. The LESSEE shall pay and indemnify the
LESSORS against all legal costs and charges, including counsel fees
lawfully and reasonably incurred, in obtaining possession of the leased
property after a default of the LESSEE or after the LESSEE'S default in
surrendering possession upon the expiration or earlier termination of the
term of the lease or enforcing any covenant of the LESSEE herein contained.
21.
THIS LEASE shall be binding on and shall inure to the benefit of all
of the parties hereto and their successors, heirs, assignees and legal
representatives to each and all of the provisions hereto, but shall not be
assigned or sublet by LESSEE without the written consent of the LESSORS.
Any transfer of the LESSEE by merger, consolidation or liquidation, or any
change in the ownership of or power to vote the majority of its outstanding
voting stock, shall constitute an assignment. Unless LESSEE'S is listed on
a recognized security exchange or if less than eighty percent (80%) of its
stock is owned by a corporation whose stock is listed on a recognized
security exchange, an assignment forbidden under this lease shall include
one or more sales or transfers, by operation of law or otherwise, or
creation of new stock, by which an aggregate of more than fifty percent
(50%) of LESSEE'S stock shall be vested in a party or parties who are
non-stockholders as of the commencement date of the lease.
22.
In the event LESSORS transfer their interest in the Building, LESSORS
shall thereby be released from any further obligation hereunder, and LESSEE
agrees to look solely to the successor in interest of the LESSORS for the
performance of such obligations.
23.
The failure of the LESSORS to insist upon a strict performance of any
term or condition of this lease shall not be deemed a waiver of any right
or remedy that the LESSORS may have, and shall not be deemed a waiver of
any subsequent breach of such term or condition.
24.
Any notices required under this agreement shall be sent to the following
addresses until notification of a new address is provided in writing to the
other party:
LESSOR: XXXXX XXXXXX XXXXXXX, XXXXXXXX XXXX XXXXXXX XXXXXX, XXXXXX X.
XXXX, as Testamentary Executor of the Estate of Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxxx and XXXXXX X. XXXX, Trustee of the X.X. Xxxxxxx
Trust for the Children of Xxxxx Xxxxxx Xxxxxxx Tax I.D. Number
00-0000000, XXXXXX X. XXXX, Trustee of the X.X. Xxxxxxx Trust for
the Children of Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Tax I.D. Number
00-0000000,
5
XXXXXX X. XXXX, Trustee of the X.X. Xxxxxxx Trust for the Children
of Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Tax I.D. Number 00-0000000, and
XXXXXXX XXXXX XXXXXXX XXXXXXX, X.X. Xxx 0000 Xxxxxxxxxx, XX
00000-0000
LESSEE: United Wellhead Services, Incorporated
Xxxxx X. Xxxxxx, President
000 Xxxxxx Xxxx 00
Xxxxxxxx, Xxxxx 00000
25.
It is understood and agreed between the parties hereto that in the event ad
valorem and/or property taxes on the leased premises are increased above the ad
valorem and/or property taxes on the said property on the calendar year of 1995,
such increase in the amount of ad valorem and/or property taxes will be assumed
by the LESSEE as additional rent and shall be paid by the LESSEE within 60 days
following the furnishings of proper documentation attesting said increase to the
LESSEE by the LESSORS.
26.
Tenant has deposited with Landlord the sum of $1,100.00 as security for the
faithful performance and observance by Tenant of the terms, provisions, and
conditions of this lease. It is agreed that in the event Tenant defaults in
respect of any of the terms, provisions, and conditions of this lease,
including, but not limited to, the payment of rent and additional rent, Landlord
may use, apply, or retain the whole or any part of the security so deposited to
the extent required for the payment of any rent and additional rent or any other
sum as to which Tenant is in default or for any sum which Landlord may expend or
may be required to expend by reason of Tenant's default in respect of any of the
terms, covenants, and conditions of this lease, including but not limited to,
any damages or deficiency in the reletting of the premises, whether such damages
or deficiency accrued before or after summary proceedings or other reentry by
Landlord.
In the event that Tenant shall fully and faithfully comply with all of the
terms, provisions, covenants, and conditions of this lease, the security shall
be returned to Tenant after the date fixed as the end of the lease and after
delivery of entire possession of the demised premises to Landlord.
In the event of a sale of the land and building or leasing of the building
of which the demised premises form a part, Landlord shall have the right to
transfer the security to the vendee or lessee and Landlord shall thereupon be
released by Tenant from all liability for the return of such security; and
Tenant agrees to look to the new Landlord solely for the return of said
security; and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Landlord.
6
Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber the moneys desposited herein as security, and that neither
Landlord or its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.
27.
LESSORS and LESSEE agree that either party to this may, by giving written
notice to the other at the addresses mentioned herein, terminate this lease on
date herein set as end of term, but in the event that either party does not give
such required notice to the other in time, then this lease shall be as a
month-to-month tenant. During such month-to-month tenancy, rent shall be payable
at a monthly rental equal to 150% of the rent due for the last full month of the
term of this lease unless otherwise agreed to in writing. During such
month-to-month tenancy the party desiring to put an end to it must give notice
in writing to the other at least thirty (30) days before the end of the month
which has begun to run. Otherwise, rent shall by due for the next month.
28.
This lease shall be deemed effective as of the 1st day of January, 1997.
WITNESS WHEREOF the parties hereto have executed this agreement on this the 12th
day of December, 1996.
WITNESSES:
/s/ ILLEGIBLE By: /s/ XXXXX XXXXXX XXXXXXX 12/12/96
/s/ ILLEGIBLE Xxxxx Xxxxxx Xxxxxxx Date
/s/ ILLEGIBLE By: /s/ XXXXXXXX X. XXXXXXX XXXXXX 12/12/96
/s/ ILLEGIBLE Xxxxxxxx X. Xxxxxxx Xxxxxx Date
/s/ ILLEGIBLE By: /s/ XXXXXXX XXXXX XXXXXXX XXXXXXX 12/12/96
/s/ ILLEGIBLE Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Date
/s/ ILLEGIBLE By: /s/ XXXXXX X. XXXX 12/12/96
/s/ ILLEGIBLE Xxxxxx X. Xxxx, Testamentary Executor of the Date
Estate of Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx
/s/ ILLEGIBLE By: /s/ XXXXXX X. XXXX 12/12/96
/s/ ILLEGIBLE Xxxxxx X. Xxxx, Trustee of the X. X. Xxxxxxx Date
Trust for the Children of Xxxxx Xxxxxx Xxxxxxx
Tax I.D. Number 00-0000000
/s/ ILLEGIBLE By: /s/ XXXXXX X. XXXX 12/12/96
/s/ ILLEGIBLE Xxxxxx X. Xxxx, Trustee of the X. X. Xxxxxxx Date
Trust for the Children of Xxxxxxx Xxxxx Xxxxxxx
Carlton Tax I.D. Number 00-0000000
/s/ ILLEGIBLE By: /s/ XXXXXX X. XXXX 12/12/96
/s/ ILLEGIBLE Xxxxxx X. Xxxx, Trustee of the X. X. Xxxxxxx Date
Trust for the Children of Xxxxxxxx Xxxx Xxxxxxx
Xxxxxx Tax I.D. Number 00-0000000
"LESSEE"
United Wellhead Services, Inc.
/s/ ILLEGIBLE By: /s/ XX XXXXXX 11-18-96
/s/ ILLEGIBLE Xx Xxxxxx, President, Date
United Wellhead Services, Inc.
