EXHIBIT 10.37
LEASE AGREEMENT
This lease agreement ("Lease") is entered into between UniBill, Inc.
("Lessor"), whose current mailing address is X.X. Xxx 0000, Xxxx Xxxxxxx,
Xxxxxxxxx 00000, and US Unwired Inc. ("Lessee"), whose current mailing address
is Xxx Xxxxxxxxx Xxxxx Xxxxx 0000, Xxxx Xxxxxxx, XX 00000.
WITNESSETH
ARTICLE I.
PREMISES
LESSOR hereby leases to LESSEE, under the terms and conditions set forth
herein, approximately 18,930 square feet of the old "Calcasieu Marine Bank
Building" owned by Lessor located at 000 Xxxx Xxxxxx, Xxxx Xxxxxxx ("Premises").
The Premises is more particularly described as the second and third floors less
and except the kitchen and common areas on the third floor and the western half
of the bottom floor in the central area.
ARTICLE II.
TERM
2.1 The term of this Lease will be sixty (60) months, commencing on the
1st day of March 1998 ("Initial Term").
2.2 Lessor hereby grants Lessee the right to renew this Lease for a
consecutive sixty (60) month period at the end of the Initial Term of
this Lease. The amount of rent payable during such renewal term shall
be at a rate agreed upon by Lessor and Lessee at the time of renewal.
Such renewal option shall be deemed to have been exercised by Lessee
unless Lessee gives Lessor notice of its intention not to renew at
least thirty (30) days prior to expiration of this Lease.
2.3 In the event of holding over by Lessee after expiration or termination
of this Lease without the written consent of Lessor, Lessee shall pay
one and one half times the then existing rental rate for each month of
the holdover period. No holding over by Lessee shall operate to extend
the Lease other than month to month. In the event of any unauthorized
holding over, Lessee shall also indemnify Lessor against all claims
for damages by any other lessee to whom Lessor may have leased all or
any part of the premises effective upon the termination of this Lease.
ARTICLE III.
RENT
3.1 As base rental, Lessee shall pay Lessor without deduction, abatement or
setoff, the sum as indicated below on or before the first day of each calendar
month of the Initial Term:
(a) Lessee shall pay $11.05/square foot per year for the first (1st)
year of the Initial Term;
(b) Lessee shall pay $11.38/square foot per year for the second (2nd)
year of the Initial Term;
(c) Lessee shall pay $11.72/square foot per year for the third (3rd)
year of the Initial Term;
(d) Lessee shall pay $12.07/square foot per year for the fourth (4tb)
year of the Initial Term; and
(e) Lessee shall pay $12.44/square foot per year for the fifth (5th)
year of the Initial Term.
3.2 Lessor may make supplemental charges to be paid with the monthly base
rental as authorized in Section 4.1 (d) and 4.1 (h) below.
ARTICLE IV.
LESSOR'S OBLIGATIONS
4.1 As standard building services, Lessor will:
(a) contract with all public utilities to furnish utility services to
the Building;
(b) provide security for the Building until 10:00 p.m. weekdays and;
(c) furnish water at points of supply provided for general use of
tenants;
(d) provide central heat and air conditioning in season, at such
temperatures and in such amounts as are considered by Lessor to
be standard during weekday business hours. Normal business hours
shall be defined as 8:00 a.m. to 6:00 p.m., Monday through Friday
and 8:00 a.m. to 1:00 p.m. on Saturdays. Central heat and air
conditioning service during weekdays beyond normal business
hours, on Saturday afternoons, Sundays and Holidays shall be
furnished only upon request of Lessee, who shall bear the then
standard building charge. The standard building charge shall be
defined as $2.75 per hour per air handler as long as the central
plant system is operating. Such charge shall be based on current
charges subject to increase upon receipt of utility company rate
increases. However, if the central plant system is not in
operation, the charge for service beyond normal business hours
shall be $35.00 per hour. Such charge shall be based on current
charges and subject to increase upon receipt of utility company
rate increases. In the event that Lessee's equipment requires air
conditioning in excess of the building standard services as
provided above, Lessee shall provide an additional air
conditioning system. The type of such air conditioning system
shall be approved by Lessor prior to installation, such approval
shall not be unreasonably withheld;
(e) maintain all public areas and special service areas of the
Building in the manner and to the extent deemed by Lessor to be
standard;
(f) provide elevators for access to and egress from the Building
floors on which the Premises are situated;
(g) furnish janitor service on a five (5) day week basis; provided,
however, if Lessee's floor covering or other improvements (not
building standard) cause additional cleaning cost, Lessee will
pay such cost monthly as additional rent;
(h) finish electrical and power for typewriters, calculators and
other machines of similar low electrical consumption. However,
Lessor may xxxx monthly for the estimated additional power cost;
for electricity required for (i) duplicating and electronic data
processing equipment, (ii) special lighting in excess of building
standard, and (iii) any other item of electrical equipment which
(singly) consumes more than 0.5 kilowatts at rated capacity or
requires a voltage other than 120 volts single phase. Utility
consumption in excess of the utilities provided as standard
services shall be metered separately. Any additional electrical
panels or meters shall be at Lessee's cost as above standard
construction. Additionally, Lessee shall pay for such excessive
consumption as additional rent as billed by Lessor. Lessee shall
have the right to accompany building management personnel
when meter readings are taken. Such readings shall be taken at a
time convenient to Lessee and Lessor;
(i) provide all building standard fluorescent bulb replacement and
all incandescent bulb replacement in public areas, restrooms
areas and stairwells; and
(j) furnish Lessee one (1) swipe card per employee and two (2) keys
for each corridor door entering the Premises. Additional swipe
cards will be furnished at a charge by Lessor on an order signed
by Lessee's authorized representative. All keys and swipe cards
shall remain the property of Lessor. No additional locks shall be
allowed on any door of the Premises without Lessor's permission.
Lessee may not make, or permit any duplicated keys to be made,
except those furnished by Lessor. Upon termination of this Lease,
Lessee shall surrender to Lessor all keys and swipe cards of the
Premises, and give to Lessor the explanation of the combination
of all locks for safes, safe cabinets and vault doors, if any,
left in the Premises;
(k) Grant Lessee the right to utilize the emergency power of the
building, provided that Lessee's power requirements do not exceed
10 Kilowatts of power. Such right shall be exercised during the
absence of commercial power to the Building. Lessee agrees to
hold Lessor harmless and to waive any and all claims for damages
due to power outages or emergency generator malfunctions.
4.2 No interruption or malfunction of any of such services shall constitute
an eviction or disturbance of Lessee's use and possession of the Premises or a
breach by Lessor of any of its obligations hereunder or render Lessor liable for
damages or entitle Lessee to be relieved from any of its obligations hereunder
(including the obligation to pay rent) or grant Lessee any right of set-off,
unless after notice by Lessee of such interruption or malfunction, Lessor fails
to use reasonable diligence to restore such service.
ARTICLE V.
LESSEE'S OBLIGATIONS
5.1 Lessee covenants and agrees it will:
(a) Cooperate and adhere to the provisions set forth in this Lease;
(b) Not commit or allow any waste or damage to the Premises, and at
the termination of this Lease, to deliver up said Premises to
Lessor in as good condition as at date of possession by Lessee,
ordinary wear and tear excepted;
(c) Remove its trade fixtures, office supplies and movable office
furniture and equipment not permanently attached to the Building
provided: (1) such removal is made prior to the termination of
this Lease; (2) Lessee is not in default of any obligation or
covenant under this Lease at the time of such removal; and (3)
Lessee promptly repairs all damage caused by removal. All other
property at the Premises and any alteration or addition to the
Premises (including wall-to-wall carpeting, paneling or other
wall covering) and any other articles attached or affixed to the
floor, wall or ceiling of the Premises which cannot be removed
without substantial damage to the Premises shall become the
property of Lessor and shall remain upon and be surrendered with
the Premises as part thereof at the termination of this Lease,
Lessee hereby waiving all rights to any payment or compensation
therefor. If, however, Lessor so requests in writing, Lessee
will, at its expense, promptly remove any
and all alterations, additions, fixtures, equipment and property
placed or installed by it in the Premises and repair any damage
caused by such removal;
(d) Make no alteration, improvement, repair, replacement or addition
to the Premises without the prior written consent of Lessor which
may be withheld at Lessor's discretion. Consent shall be
conditioned upon Lessee's contractors, laborers, material, men
and others working in harmony and not interfering with any labor
utilized by Lessor or by any other lessee's contractors or
mechanics; and if at any time such entry by one or more persons
furnishing labor or materials for Lessee's work shall cause
disharmony or interference, the consent granted by Lessor may be
withdrawn upon eight (8) hours written notice delivered to Lessee
or to the person in charge of the work at time of delivery;
(e) Permit Lessor or its' agents to enter any part of the Premises at
reasonable hours to inspect same, clean or make repairs,
alterations or additions thereto, as Lessor may deem necessary or
desirable, and Lessee shall not be entitled to any abatement or
reduction of rent by reason thereof, unless Lessee's use of the
Premises is disturbed, then in such event all rent payable
hereunder shall be abated in proportion to the extent Lessee's
use is disturbed;
(f) At its own expense, repair or replace any damage or injury done
to the Premises, caused by Lessee or Lessee's agent, employees,
invitees or visitors and not covered by Lessor's insurance;
provided, however, if Lessee fails to make such repairs or
replacement promptly Lessor may, at its option, make such repairs
or replacements and Lessee shall repay the cost thereof to the
Lessor on demand. Lessee will also be responsible for repair and
maintenance of special leasehold improvements;
(g) Use the Premises only for lawful purposes, and not for any
business which is unlawful, disreputable or deemed to be extra
hazardous. Lessee shall not do or permit anything to be done
which would increase the rate for Lessor's fire and extended
coverage insurance;
(h) Conduct its business and control its agents, employees, invitees
and visitors so as not to create any nuisance, or interfere with,
annoy or disturb Lessor or any other tenant;
(i) Comply with all laws, ordinances, orders, rules and regulations
(State, Federal, Parish, municipal and other agencies or bodies
having any jurisdiction thereof) relating to the use, condition
or occupancy of the Premises. Lessee will comply with the written
rules of the Building adopted by Lessor from time to time, if
any, for the safety, care and cleanliness of the Premises and for
preservation of good order therein;
(j) At Lessor's request, execute either an estoppel certificate
addressed to Lessor's mortgagee or a three-party agreement among
Lessor, Lessee and such Mortgagee certifying facts and agreeing
to such notice provision and other matters as such Mortgagee may
reasonably require in connection with Lessor's financing; and
(k) Each party ("Indemnifying Party") agrees to indemnify and hold
the other party ("Indemnified Party") harmless from all claims
(including costs and expenses of defending against such claims)
for any injury or damage to any person or the property of any
person occurring during the term of this Lease in or about the
Premises or Building arising from any act or omission of the
Indemnifying Party or its agents, employees, licensees,
contractors, customers, clients, visitors or invitees.
ARTICLE VI.
PARKING
During the term of this Lease, Lessee shall have the right to park all
authorized vehicles of employees in the parking lot across from the building
entrance located on the West side of Xxxx Street at the Northeast corner of Xxxx
Street and Pujo Street, subject to any capacity limitations.
ARTICLE VII.
PEACEFUL ENJOYMENT
7.1 Lessee shall, and may peacefully have, hold and enjoy the Premises,
provided that Lessee pays all rentals and other sums to be paid and performs all
of Lessee's covenants and agreements. This Lease does not grant any rights to
light, view or air over adjacent property, so that any diminution of shutting
off of light, view or air by any structure which may be erected adjacent to the
Building shall in no way affect this Lease or impose any liability upon Lessor.
7.2 Lessor shall not be responsible for the non-observance or violation by
any other lessee, or employees, agents or visitors of other lessees, of the
terms of the lease granted to such other lessee, nor for any resulting damage.
ARTICLE VIII.
ASSIGNMENTAND SUBLETTING
This Lease shall be freely assignable by either party and Lessee may
sublease all or a portion of the Premises leased hereunder as long as such
sublease does not increase any burden to Lessor and such sublessee agrees to be
bound by the terms of this Lease.
ARTICLE IX.
LIMITATION OF LIABILITY AND INSURANCE
9.1 Lessee specifically agrees to look solely to Lessor's interest in the
Building for the recovery of any judgment from Lessor, it being agreed that
Lessor shall never be personally liable for any such judgment. The provision
contained in the foregoing sentence is not intended to, and shall not, limit any
right Lessee might otherwise have in connection with enforcement or collection
of amounts which may become owing or payable under or on account of insurance
maintained by Lessor.
9.2 Both parties shall maintain a policy or policies of comprehensive
general liability insurance to afford minimum protection of not less than Three
Hundred Thousand Dollars ($300,000.00) in respect of personal injury or death in
respect to any one occurrence, and of not less than One hundred Thousand Dollars
100,000.00 for property damage in one occurrence.
9.3 Lessor shall not be liable to Lessee, its employees or invitees for any
loss or damage to any property or person occasioned by burglary, theft, fire,
malfunction, failure of mechanical systems (including but not limited to
plumbing electrical, sprinkler, air conditioning, heating, lighting, etc.), act
of God, public enemy, injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority, or for damage or
inconvenience
which may arise through repair or alteration of any part of the Building, or
failure to make repairs.
ARTICLE X.
SUBORDINATION TO MORTGAGE
This Lease will be subject and subordinate to any mortgage which may now or
hereafter encumber the Building. This clause shall be self-operative and no
further instrument of subordination need be required by any mortgagee. In
confirmation of such subordination however, Lessee shall at Lessor's request
execute promptly any appropriate certificate or instrument that Lessor may
request. In the event of the enforcement of such mortgage, Lessee, will, upon
request of the party succeeding to the interest of Lessor as a result of such
enforcement, become the Lessee of such successor in interest without change in
the term of this Lease; provided, however, that such successor in interest shall
not be bound by (i) any payment of rent or additional rent for more than one
month in advance except prepayments in the nature of security for the
performance by Lessee of its obligations under this Lease or (ii) any amendment
or modification of this Lease subsequent to the mortgage, made without the
written consent of the mortgagee.
ARTICLE XI.
EMINENT DOMAIN
11.1 If there shall be taken by eminent domain during the term of this
Lease any substantial part of the Premises or Building, the rental shall be
reduced in proportion to the area of the Premises so taken and Lessor shall
repair any damage to the Premises or Building resulting from such taking.
11.2 All sums awarded or agreed upon between Lessor and the condemning
authority for the taking of the interest of Lessor or Lessee, whether as damages
or as compensation, will be the property of Lessor, including without limitation
any so-called leasehold advantage, but excluding any compensation for
improvements made at Lessee's expense.
11.3 If this Lease should be terminated under any provision of this
paragraph, rent shall be payable up to the date that possession is taken by the
taking authority, and Lessor will refund to Lessee any prepaid unaccrued rent
less any sum then owing by Lessee to Lessor.
ARTICLE XII.
DAMAGE TO PREMISES
12.1 If at any time during the term of this Lease, the Premises or any
substantial portion of the Building shall be damaged or destroyed by fire or
other casualty, then Lessor shall repair and reconstruct the Premises and
Building to the condition in which they existed immediately prior to such damage
or destruction, provided however that Lessor may terminate this Lease by notice
to Lessee within 30 days after Lessor's receipt of the first offer from its
insurer or within 60 days after the date of the loss, whichever occurs sooner,
if the insurance proceeds from the loss, plus the deductible provided in the
fire insurance policy, equal less than 95% of cost of the repair and
reconstruction.
In any such circumstances, rental shall xxxxx proportionately during the
period and to the extent that the Premises are unfit for use by Lessee in the
ordinary conduct of its business. If Lessor is required or has elected to repair
and restore the Premises, this Lease shall continue in full force and effect and
such repairs will be made within a reasonable time thereafter, subject to delays
arising from shortages of labor or material, acts of God, war or other
conditions beyond Lessor's reasonable control. In the event that this Lease is
terminated as herein permitted, Lessor shall refund to Lessee the prepaid rent
(unaccrued as of the date of damage or destruction) less any sum then owing
Lessor by Lessee. If Lessor has elected to repair and reconstruct the Premises,
then the Lease term shall be extended by a period of time equal to the period of
such repair and reconstruction.
12.2 Should the annual premiums paid by Lessor exceed the standard rates
because Lessee's operations, contents of the Premises, or improvements with
respect to the Premises beyond building standard, result in extra-hazardous
exposure, Lessee shall promptly pay the excess amount of the premium upon
request by Lessor.
12.3 Lessee shall maintain at its expense fire and extended coverage
insurance on all of its personal property, including removable trade fixtures,
located in the Premises and on all additions and improvements made by Lessee not
required to be insured by Lessor.
12.4 Lessor and Lessee each hereby waives any and all rights or recovery,
claim, action or cause of action against the other for any loss to Building, or
any improvements thereto or any personal property of either party therein, by
reason of fire, the elements, or any other cause which is insured against by the
terms of standard fire and extended coverage insurance policies regardless of
cause or origin, including negligence of the other party hereto, its agents,
officers or employees, and covenants that no insurer shall hold any right of
subrogation against such other party.
ARTICLE XIII.
DEFAULT
13.1 Default by Lessee. Each of the following acts or omissions of Lessee
or occurrences shall constitute an "Event of Default":
(a) Failure to pay rent or to perform or observe any other covenant or
condition of this Lease by Lessee within thirty (30) days following
written notice to Lessee of such failure;
(b) Abandonment or vacating of the Premises or any significant portion
thereof; or
(c) The filing or execution or occurrence of: a petition in bankruptcy or
other insolvency proceeding by or against Lessee; or a petition or
answer seeking relief under any provision of the United States
Bankruptcy Code; or an assignment for the benefit of creditors or
composition; or a petition or other proceeding by or against the
Lessee for the appointment of a trustee, receiver or liquidator of
Lessee or any of Lessee's property; or a proceeding by any
governmental authority for the dissolution or liquidation of Lessee.
13.2 Remedies upon Default. Upon the occurrence of any Event of Default,
Lessor has the option, in addition to any other remedy or right given hereunder
or by law, to do any one or more of the following:
(a) Terminate this Lease, in which event Lessee shall immediately
surrender possession of the Premises to Lessor.
(b) Enter upon and take possession of the Premises and expel or remove
Lessee and any other occupant therefrom, with or without having
terminated the Lease.
(c) Alter locks and other security devices at the Premises.
13.3 Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance or surrender of the
Premises by Lessor, whether by agreement or by operation of law it being
understood that such surrender can be effected only by the written agreement of
Lessor and Lessee. No such alteration of security devices and no removal or
other exercise of dominion by Lessor over the property of Lessee or others at
the Premises shall be deemed unauthorized or constitute a seizure or conversion,
Lessee hereby consenting, after any Event of Default, to such exercise of
dominion over Lessee's property within the Building. All claims for damages by
reason of such re-entry and/or repossession and/or alteration of locks or other
security devices are hereby waived, as are all claims for damages by reason of
any seizure, sequestration proceedings or other legal process.
13.4 Notwithstanding any termination of this Lease by Lessor in accordance
with this Article 13, Lessee shall be liable for and shall pay Lessor a sum of
all rent and other indebtedness accrued to the date of such termination, plus,
as damages, an amount equal to the then present value of the rent reserved
hereunder for the remaining portion of the original Lease term, less the then
present fair rental value of the Premises for such period.
13.5 If Lessor elects to repossess the Premises without terminating the
Lease, any net sums thereafter received by Lessor through reletting the Premises
during said period (after deducting expenses incurred by Lessor as provided in
13.6, shall be applied against the total indebtedness of Lessee to Lessor. In no
event shall Lessee be entitled to any excess of any rent obtained by reletting
over and above the rent herein reserved.
13.6 In case of an Event of Default, Lessee shall also be liable for and
shall pay to Lessor in addition to any sum provided for above: broker's fees
incurred by Lessor in connection with reletting the whole or any part of the
Premises; the cost of removing and storing Lessee's or other occupant's
property; the cost of repairing, altering, remodeling or otherwise putting the
Premises into condition acceptable to a new tenant or tenants; and all
reasonable expenses incurred by Lessor in enforcing Lessor's remedies, including
reasonable attorney's fees. Past due rent and other past due payments shall bear
interest from maturity at eighteen percent (18%) per annum (or such lower rate
as may be required to comply with the usury laws of Louisiana), until paid.
13.7 In the event of termination or repossession of the Premises for an
Event of Default, Lessor shall not have any obligation to relet or attempt to
relet the Premises, or any portion thereof, or to collect rental after
reletting; and in the event of reletting, Lessor may relet the whole or any
portion of the Premises for any period, to any tenant, and for any use and
purpose.
13.8 If Lessee should fail to make payment or cure a default hereunder
within the time herein permitted, Lessor, without being under any obligation to
do so and without thereby waiving such default, may make such payment and/or
remedy such other default for the account of Lessee (and enter the Premises for
such purpose), and thereupon Lessee shall be obligated to,
and hereby agrees, to pay Lessor, upon demand, all costs,. expenses and
disbursement (including reasonable attorney's fees) incurred by Lessor, in
taking such remedial action.
13.9 In the event of any default by Lessor, Lessee may give Lessor written
notice specifying such default with particularity, and Lessor shall thereupon
have thirty (30) days to cure such default or take action designed to cure the
same, if such default cannot be cured within (30) days. Unless and until such
notice is given and Lessor fails to so cure or take reasonable action designed
to so cure any default after such notice, Lessee shall not have any remedy or
cause of action by reason thereof. All obligations of Lessor hereunder will be
construed as covenants, not conditions; and all such obligations will be binding
upon Lessor only during the period of its possession of the Building and not
thereafter.
13.10 In the event of the transfer by Lessor of its interest in the
Building, Lessor shall thereupon be released and discharged from all covenants
and obligations of the Lessor thereafter accruing if such covenants and
obligations shall be binding during the Lease term upon the new transferee.
13.11 Neither acceptance of rent by Lessor nor failure by Lessor to
complain of any action, non-action or default of Lessee shall constitute a
waiver of any of Lessor's rights hereunder. Waiver by Lessor of any right for
any default of Lessee shall not constitute a waiver of any right for either a
subsequent default of the same obligation or any other default. Receipt by
Lessor of Lessee's keys to the Premises shall not constitute an acceptance of
surrender of the Premises.
13.12 All rights and remedies of the parties under this Lease shall be
cumulative and none shall exclude any other rights or remedies allowed by law.
ARTICLE XIV.
MISCELLANEOUS
14.1 Successors and Assigns. This Lease shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto.
14.2 Governing Law. This Lease is declared to be a Louisiana contract, and
all of the terms hereof shall be construed according to the laws of the State of
Louisiana. Lessee hereby agrees that the State District Court in Calcasieu
Parish shall have jurisdiction over suits arising out of this Lease.
14.3 Should any provision of this Lease be illegal, invalid, or
unenforceable, under present or future laws effective during the term hereof,
the remainder of this Lease shall not be affected thereby; and in lieu of each
provision there shall be substituted a clause as similar in terms to such
invalid provision as may be possible and be legal, valid and enforceable.
However, should any law, governmental regulation, or judicial interpretation
thereof, come into force, which shall prevent the exercise of any substantial
right hereunder, the party whose right is so affected may terminate this Lease
90 days after written notice of termination to the other party.
14.4 Alteration. Except for modification under 14.3, this Lease may not be
altered, changed or amended, except by instrument in writing, signed by both
parties hereto.
14.5 Force Majeure. Should either party hereto be delayed, hindered or
prevented from the performance of any act required hereunder by reason of power,
restrictive governmental laws or regulations, riot, insurrection, war or other
reason or a like nature not the fault of the party delayed, then performance of
such act shall be excused for the period such condition exists and performance
shall be extended for a period equivalent to the period of such delay.
14.6 Notices. All notices and demands which may or are required to be given
by either party to the other hereunder shall be in writing and shall be deemed
to have been fully given when deposited in the United States mail, certified or
registered, postage prepaid, and addressed as follows:
If to Lessor: UniBill Inc.
X.X. Xxx 0000
Xxxx Xxxxxxx, Xxxxxxxxx 00000
Attn: Xxxx Xxxxx - VP/GM
or to such other place as Lessor may from time to time designate in a notice to
Lessee;
If to Lessee: US Unwired
Xxx Xxxxxxxxx Xxxxx Xxxxx 0000
Xxxx Xxxxxxx, XX 00000
Attn: Legal Dept.
or to such other place as Lessee may from time to time designate in a notice to
Lessee; or, in the case of Lessee, delivered to Lessee at the premises.
Executed by Lessor at Lake Charles, Louisiana, this 11th day of September
1998.
WITNESSES: UNIBILL, INC.
/s/ Xxxx Xxxxxx BY: /s/ Xxxx Xxxxx
------------------------ ------------------------------------
NAME: XXXX XXXXX
TITLE: VICE PRESIDENT
/s/ Illegible
------------------------
Executed by Lessee at Lake Charles, Louisiana, this 11th day of September,
1998.
WITNESSES: US UNWIRED INC.
/s/ Illegible BY: /s/ Xxxxxx Xxxxx
------------------------ ------------------------------------
NAME: XXXXXX XXXXX
TITLE: PRESIDENT
/s/ Illegible
------------------------
LEASE ADDENDUM
STATE OF LOUISIANA
PARISH OF CALCASIEU
KNOW ALL MEN BY THESE PRESENTS:
On this 25th day of January, 1999, this Lease Addendum has been made and
entered into by and between Unibill, Inc., hereinafter referred to as LESSOR,
and US Unwired, Inc., a Louisiana corporation, hereinafter referred to as
LESSEE, and their successors and assigns, amending that certain lease agreement
("Lease Agreement") dated June 29, 1998, by and between LESSEE and LESSOR
covering certain immovable property located in Calcasieu Parish, Louisiana and
more specifically described in Section 1.1 of the Lease Agreement and by this
reference made a part hereof.
NOW, THEREFORE, in consideration of the payments made and to be made to
LESSEE pursuant to the Lease Agreement, as amended by this Lease Addendum, and
other valuable consideration, LESSOR and LESSEE agree that said Lease Agreement
shall be and is hereby made subject to the following additional terms and
provisions which shall be and are hereby incorporated into said Lease Agreement,
as follows:
1. Section 1.1 shall be amended to the extent necessary to add the following
property to the description of the premises leased by LESSEE thereunder:
Approximately 8,608 square feet of the old "Calcasieu Marine Bank
Building Parking Garage," now known as the "US Unwired Inc. Warehouse"
owned by Lessor and located at 000 Xxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000
("Warehouse").
2. Section 3.1 shall be amended to the extent necessary to provide that the
Base Rental for the Warehouse shall be $.40/square foot per month, or
$3,443.20 per month.
3. The effective date of this Lease Addendum shall be July 20, 1998, and its
term shall run concurrently with the term of the Lease Agreement.
All other terms and conditions of the Lease Agreement shall remain and
continue as set out in the Lease Agreement without amendment or alteration,
except as expressly set forth herein.
IN WITNESS WHEREOF, the undersigned have caused their representatives to
execute this Lease Addendum in the City of Lake Xxxxxxx, Parish of Calcasieu,
State of Louisiana, on the date first above stated.
WITNESSES: UNIBILL, INC
/s/ Xxxx Xxxxxx BY: /s/ Xxxx Xxxxx
------------------------------------- ------------------------------------
NAME: Xxxx Xxxxx
TITLE: Vice President/G.M
/s/ Illegible
-------------------------------------
WITNESSES: US UNWIRED INC.
/s/ Xxxxxxx Xxxxx BY: /s/ Xxxxxx Xxxxx
------------------------------------- ------------------------------------
NAME: Xxxxxx Xxxxx
TITLE: 1-27-99
/s/ Xxx Xxxxxx
-------------------------------------
2
FIRST AMENDMENT
TO LEASE AGREEMENT
STATE OF LOUISIANA
PARISH OF CALCASIEU
KNOW ALL MEN BY THESE PRESENTS:
On this 22nd day of February, 1999, this First Amendment has been made and
entered into by and between Unibill, Inc., hereinafter referred to as LESSOR,
and US Unwired, Inc., a Louisiana corporation, hereinafter referred to as
LESSEE, and their successors and assigns, amending that certain lease agreement
dated June 29, 1998, as amended by that certain Lease Addendum dated July 20,
1998, ("Lease Agreement") by and between LESSEE and LESSOR covering certain
immovable property located in Calcasieu Parish, Louisiana and more specifically
described in Section 1.1 of the Lease Agreement and by this reference made a
part hereof.
NOW, THEREFORE, in consideration of the payments made and to be made to
LESSEE pursuant to the Lease Agreement, as amended by this First Amendment, and
other valuable consideration, LESSOR and LESSEE agree that said Lease Agreement
shall be and is hereby amended as follows:
1. Section 1.1 shall be amended to the extent necessary to remove the
following property from the description of the premises leased by LESSEE
thereunder:
Approximately 360 square feet of the old "Calcasieu Marine Bank
Building," now known as the "US Unwired Technology Center" owned by
Lessor and located at 000 Xxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000
("Deleted Premises").
2. Section 3.1 shall be amended to the extent necessary to delete therefrom
the Base Rental attributable to the Deleted Premises.
3. The effective date of this First Amendment shall be February 15, 1999, and
all rental payable with respect to the Deleted Premises through that date
shall be due and payable within thirty (30) days therefrom.
All other terms and conditions of the Lease Agreement shall remain and
continue as set out in the Lease Agreement without amendment or alteration,
except as expressly set forth herein.
IN WITNESS WHEREOF, the undersigned have caused their representatives to
execute this Lease Addendum in the City of Lake Xxxxxxx, Parish of Calcasieu,
State of Louisiana, on the date first above stated.
WITNESSES: UNIBILL, INC.
/s/ Xxxx Xxxxxx BY: /s/ Xxxx Xxxxx
------------------------------------ -------------------------------------
NAME: Xxxx Xxxxx
TITLE: V.P/GM
/s/ Illegible
------------------------------------
WITNESSES: US UNWIRED INC.
/s/ Illegible BY: /s/ Xxxxxx Xxxxx
------------------------------------ -------------------------------------
NAME: Xxxxxx Xxxxx
TITLE: President
/s/ Illegible
------------------------------------
2
SECOND AMENDMENT
TO LEASE AGREEMENT
This Second Amendment to Lease Agreement ("Second Amendment") has been made
and entered into effective as of the 1st day of March, 2002 ("Effective Date")
by and between Unibill, Inc., hereinafter referred to as LESSOR, and US Unwired
Inc., hereinafter referred to as LESSEE.
WITNESSETH
WHEREAS, LESSOR and LESSEE entered into that certain lease agreement dated
September 11, 1998, and commencing on March 1, 1998, (the "Lease Agreement")
pursuant to which LESSOR leased to LESSEE approximately 18,930 square feet of
space consisting of the second and third floors, less and except the kitchen and
common areas on the third floor, and the western half of the first floor in the
central area of the US Unwired Technology Center (formerly the Calcasieu Marine
Bank Building) located at 000 Xxxx Xxxxxx, Xxxx Xxxxxxx, XX ("US Unwired
Technology Center"), and
WHEREAS, LESSOR and LESSEE entered into that certain Lease Addendum ("Lease
Addendum") on January 25, 1999, and effective as of July 20, 1998, pursuant to
which the leased premises was expanded to include approximately 8,608 square
feet of space in the US Unwired Warehouse (formerly the Calcasieu Marine Bank
Building Parking Garage) located at 000 Xxxx Xxxxxx, Xxxx Xxxxxxx, XX
("Warehouse"), and
WHEREAS, LESSOR and LESSEE entered into that certain First Amendment to Lease
Agreement ("First Amendment") on February 22, 1999, and effective as of February
15, 1999, pursuant to which the leased premises was decreased by deleting
therefrom approximately 360 square feet of space in the US Unwired Technology
Center.
WHEREAS, LESSOR and LESSEE agree to modify the Lease Agreement in accordance
with the terms set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the payments made and to be made to
LESSEE pursuant to the Lease Agreement, as amended, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, LESSOR
and LESSEE agree that said Lease Agreement shall be and is hereby modified, as
follows:
1. The Lease Addendum and First Amendment purported to make certain amendments
to a certain lease agreement dated June 29, 1998; however the June 29, 1998
lease agreement was terminated and superceded by the above referenced lease
agreement dated September 11, 1998. Thus, any and all references in the
Lease Addendum and First Amendment to the Lease Agreement dated June 29,
1998 shall be deleted and replaced with a reference to the lease agreement
dated September 11, 1998. In addition, any and all references in the Lease
Addendum and First Amendment to "Section 1.1" shall be deleted and replaced
with "Article I."
2. Article I. shall be amended to the extent necessary to:
A. add the following property to the description of the premises leased
by LESSEE thereunder:
Approximately 962 square feet of space on the first (1st) floor of the
US Unwired Technology Center (referred to as the "Computer Room") and
800 square feet of space in the Warehouse, which is more particularly
described on Exhibit A attached hereto.
B. delete the following property from the description of the premises
leased by LESSEE thereunder:
Approximately 1,110 square feet of space on the first (1st) floor of
the US Unwired Technology Center.
C. reflect that the entire premises leased to LESSEE pursuant to the
Lease Agreement, as amended by the Lease Addendum, First Amendment and
this Second Amendment, shall be as follows:
1. 17,460 square feet of space located on the first, second and
third floors of the US Unwired Technology Center;
2. 9,408 square feet of space located in the Warehouse; and
3. 962 square feet of space located on the first (1st) floor (the
Computer Room) of the US Unwired Technology Center.
All of the foregoing leased space is collectively referred to herein
as the "Premises." The Premises is more particularly described on the
floor plan(s) attached hereto as Exhibit A.
3. Section 3.1 shall be amended to the extent necessary to provide that the
base rental for the entire Premises leased by LESSEE pursuant to the Lease
Agreement, as amended, for the remaining one year of the five-year Initial
Term shall be as follows:
A. Base rental for 17,460 square feet of space, as referenced above in
Section 2.C.1. of this Second Amendment, shall be as provided in
Section 3.1 of the Lease Agreement (i.e. $12.44 per square foot per
year, payable in equal monthly installments on or before the first day
of each month);
B. Base rental for 9,408 square feet of space, as referenced above in
Section 2.C.2. of this Second Amendment, shall be $0.40 per square
foot per month, or $3,763.20 per month, payable on or before the first
day of each month; and
C. Base rental for 962 square feet of space, as referenced above in
Section 2.C.3. of this Second Amendment, shall be $18.66 per square
foot per year, payable in equal monthly installments on or before the
first day of each month.
4. Section 4.1 shall be amended to the extent necessary to provide that:
A. The cost for electrical power required to operate the equipment
required for acclimatizing the Computer Room is included in the amount
of the base rental.
B. Electrical power used to power any and all hardware within the
Computer Room is conditioned with a UPS system, backed up with an
auxiliary generator system, and the cost for such electrical power
shall be LESSEE's responsibility and billed as a pass through metered
charge by LESSOR and considered additional rent. Such charges shall be
due and payable within thirty (30) days of LESSEE's receipt of an
invoice for same. Any past due charges shall bear interest as provided
in the Lease Agreement.
LESSOR and LESSEE hereby affirm and ratify the Lease Agreement. All other
terms and conditions of the Lease Agreement, as amended, shall remain and
continue as set out therein without amendment or alteration, except as expressly
set forth herein. The Lease Agreement, as amended, supercedes any and all other
lease agreements, whether written or oral, between the parties with respect to
the leasing of space within the US Unwired Technology Center and Warehouse. Any
and all such other lease agreements shall be null and without any effect from
the moment of their inception, without the necessity of any further action by
the parties.
IN WITNESS WHEREOF, the undersigned have caused their representatives to
execute this Second Amendment in the City of Lake Xxxxxxx, Parish of Calcasieu,
State of Louisiana, effective as of the Effective Date first set forth above.
WITNESS: UNIBILL, INC.
/s/ Illegible BY: /s/ Xxxx Xxxxx
------------------------------ -----------------------------
NAME: Xxxx Xxxxx
TITLE: Vice President/G.M.
/s/ Xxxx Xxxxxx
------------------------------
WITNESSES: US UNWIRED INC
/s/ Illegible BY: /s/ Xxxxxx Xxxxx
------------------------------ -----------------------------
NAME: Xxxxxx Xxxxx
TITLE: CEO
/s/ Illegible
------------------------------
First Amendment to Office Lease
STATE OF LOUISIANA
PARISH OF CALCASIEU
This First Amendment to Office Lease is entered into by and between US Unwired
Inc., whose mailing address is Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxxxxx, XX
00000 (hereinafter referred to as "Landlord") and Xspedius Corp., whose mailing
address is 000 Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxxx Xxxxxxx, XX 00000 (hereinafter
referred to as "Tenant"), effective as of July 1, 2001.
WITNESSETH
WHEREAS, by office lease agreement ("Lease") effective as of October 1, 2000,
Landlord agreed to lease to Tenant and Tenant agreed to lease, on a month to
month basis, approximately 9,322 square feet of Rentable Area on the eighth
(8th) floor and approximately 10,816 square feet of Rentable Area on the seventh
(7th) floor (the "Temporary Premises") of the US Unwired Tower (formerly the
BankOne Tower) located at 000 Xxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx (the
"Building"), at a Base Rental of $22,034.35 per month, and
WHEREAS, the parties desire to amend the Lease to replace the Temporary Premises
with certain space on the first (1st), second (2nd), third (3rd), fifth (5th),
seventh (7th) and eleventh (11th) floors of the Building, establish a fixed term
for the Lease and provide for certain related matters, as more particularly set
forth herein, and
WHEREAS, Landlord and Tenant hereby agree to modify the Lease in accordance with
the terms expressed in this First Amendment to Office Lease.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1) Article 1, the definition of "Commencement Date" shall be deleted in its
entirety and replaced with the following:
"Commencement Date, for each of the respective floors of the Leased
Premises, shall mean:
Floor Commencement Date
---------- ------------------------------------
1st Floor July 1, 2001
2nd Floor July 1, 2001
3rd Floor Upon occupancy by Tenant, but in
no event later than November 1, 2001
5th Floor July 1, 2001
7th Floor September 1, 2001
11th Floor July 30, 2001
Should Tenant occupy its Leased Premises located on the 3rd floor prior to
November 1, 2001, Landlord shall provide to Tenant, and Tenant shall execute and
return to Landlord within five (5) days of receipt, a written document
confirming the Commencement Date for such floor."
2) Article 1, the definition of "Lease Term" shall be deleted in its entirety
and replaced with the following:
"Lease Term shall mean, with respect to the Rentable Area on each
respective floor of the Leased Premises, the initial period beginning on
the Commencement
Date for such floor (as specified in the definition of "Commencement Date"
contained in Article 1) and expiring on June 30, 2004 ("Initial Term"), and
the Renewal Term, should this Lease be renewed as provided herein. "
3) Article 1, the definition of "Leased Premises" shall be deleted in its
entirety and replaced with the following:
"Leased Premises shall mean those premises located on the first (1st),
second (2nd), third (3rd), fifth (5th), seventh (7th) and eleventh (11th)
floors of the Building, as depicted on the floor plan or plans that have
been signed by Landlord and Tenant and attached hereto as Exhibit A. The
leased portion of the first (1st) floor comprises approximately 1,770
square feet of Usable Area and to which has been allotted a common area
factor of 15% (the "Common Area Factor") for an aggregate area of 2,036
square feet. The leased portion of the second (2nd) floor comprises
approximately 8,438 square feet of Usable Area and to which has been
allotted the Common Area Factor for an aggregate area of 9,704 square feet.
The third (3rd) floor comprises approximately 10,816 square feet, which
includes the common areas of the third (3rd) floor (the Common Area Factor
is not applicable to the third (3rd) floor as Tenant leases the entire
floor). The fifth (5th) floor comprises approximately 10,816 square feet,
which includes the common areas of the fifth (5th) floor (the Common Area
Factor is not applicable to the fifth (5th) floor as Tenant leases the
entire floor). The seventh (7th) floor comprises approximately 10,816
square feet, which includes the common areas of the seventh (7th) floor
(the Common Area Factor is not applicable to the seventh (7th) floor as
Tenant leases the entire floor). The leased portion of the eleventh (11th)
floor comprises approximately 1,309 square feet of Usable Area and to which
has been allotted the Common Area Factor for an aggregate area of 1,505
square feet. Thus, the total area of the Leased Premises is 45,693 square
feet of rentable space (the "Rentable Area")."
4) Article 1, definition of "Operating Expense Base" -- all references to the
year "2000" in the definition of Operating Expense Base shall be deleted
and replaced with the year "2001."
5) Article 1, the following definition of "Renewal Term" is hereby added to
the Lease:
"Renewal Term shall mean the period of three (3) years commencing upon
expiration of the Initial Term, provided the Lease is renewed in accordance
with Article 2.4.
6) Article 2.4 is hereby added to the Lease and it shall read as follows:
"2.4 Option to Renew. Tenant is hereby granted one (1) option to renew this
Lease and extend it for the Renewal Term. This option to renew shall be
exercised, if at all, by written notice given by Tenant to Landlord not
less than one hundred and eighty (180) days prior to the end of the Initial
Term. However, if at the time Tenant exercises said renewal option, Tenant
is not in possession of the Leased Premises or Tenant is not operating its
specified type of business, or if Tenant is in default in any of the terms,
provisions and/or conditions of this Lease at the time of giving notice of
such renewal, or if Tenant does not exercise the option in writing on or
before the time specified, Landlord may reject the exercise of said option
and said renewal option shall be void.
7) Article 3.1, Base Rental, is hereby deleted in its entirety and replaced
with the following:
"3.1 Base Rental. Tenant hereby agrees to pay a base rental ("Base Rental")
in the amount of $13.50 per square foot of Rentable Area per year,
commencing for each respective floor of the Leased Premises on the
Commencement Date for such floor (as specified in the definition of
"Commencement Date" contained in Article 1) and continuing thereafter
throughout the Initial Term, subject to adjustment as
herein provided. The annual Base Rental shall be payable in equal monthly
installments as provided herein.
Base Rental for each month of the Renewal Term, should this Lease be
renewed as provided herein, shall be an amount equal to the product
obtained by multiplying the Base Rental specified above for the Initial
Term by a fraction, the numerator of which is the "Consumer Price Index -
Seasonally Adjusted U.S. City Average for all Items for all Urban Consumers
(1982-1984=100) published by the Bureau of Labor Statistics of the United
States Department of Labor ("CPI-U") for the first calendar month of the
Renewal Term and the denominator of which is the CPI-U for the month of
July, 2001, or an amount equal to 115% of the Base Rental for the Initial
Term, whichever is greater. In no event shall the Base Rental for the
Renewal Term be less than the Base Rental payable during the Initial Term
of the Lease Term.
It is agreed that in the event the Consumer Price Index of the U. S. Bureau
of Labor Statistics is discontinued, the Landlord and Tenant shall accept
comparable statistics on the purchasing power of the consumer's dollar, as
published at the time of the said discontinuation by a responsible
financial periodical of a recognized authority to be then chosen by the
Landlord and Tenant. In the event the Landlord and Tenant cannot agree on a
financial periodical as a source of said comparable statistics after
attempting for thirty (30) days to reach such agreement, said periodical
shall be chosen by arbitration in accordance with the rules of the American
Arbitration Association, and judgment upon the award may be entered in any
Court having jurisdiction thereof, the expense of such arbitration shall be
borne equally by the parties.
Base Rental shall be due and payable on the first day of each calendar
month in advance without notice, demand, set-off or counterclaim. If the
Lease Term commences on other than the first day of a calendar month or
terminates on other than the last day of a calendar month, then the
installments of Base Rental for such fractional months shall be prorated on
a daily basis and the installment or installments so prorated shall be paid
in advance."
8) Article 3.2, Operating Expenses - Tenant's Share - all references to the
year "2001" in Article 3.2 shall be deleted and replaced with the year
"2002."
9) Landlord and Tenant have agreed upon the construction of certain tenant
improvements or Tenant Changes (as defined in the Lease) associated with
the Leased Premises. The description of such tenant improvements, the
expenses and cost for which Lessee shall be responsible, the amount of the
improvement allowance that will be provided by Lessor and all related
matters are as set forth in that certain Work Agreement attached to this
First Amendment to Office Lease as Exhibit B, which shall be executed
currently herewith.
This First Amendment to Office Lease shall be governed by the same terms and
conditions of the original Lease, as amended herein. All other terms, covenants
and conditions of the Lease, as amended, remain in full force and effect as
heretofore.
IN WITNESS WHEREOF, this First Amendment to Office Lease is executed by Landlord
at Lake Charles, Louisiana effective as of the date first set forth above.
Witnesses: US Unwired Inc.
/s/ Illegible By: /s/ Illegible
----------------------------------- -------------------------------
Name: Illegible
Title: Illegible
/s/ Illegible
-----------------------------------
IN WITNESS WHEREOF, this First Amendment to Office Lease is executed by Tenant
at Lake Charles, Louisiana effective as of the date first set forth above.
Witnesses: Xspedius Corp.
/s/ Illegible By: /s/ Illegible
----------------------------------- -------------------------------
Name: Illegible
Title: CEO
/s/ Illegible
-----------------------------------
Description of Graphics to come
(0xx Xxxxx)
Description of Graphics to come
(2nd Floor)
Description of Graphics to come
(0xx Xxxxx)
