LEASE AGREEMENT
THE STATE OF LOUISIANA )
PARISH OF ST. XXXX )
This Lease Agreement is made and entered into this the ___ day of
__________________, 199__, by and between X.X. XXXXXX, XX., INDIVIDUALLY AND AS
TRUSTEE OF THE TRUST OF XXXX XXXXXX, hereinafter called Owner, and PROTEIN
SECURITIES COMPANY, a corporation, hereinafter called Tenant.
In consideration of the mutual covenants and agreements herein set
forth, and other good and valuable consideration, Owner does hereby demise and
lease to Tenant, and Tenant does hereby lease from Owner, six (6) acres of
property, more or less, as described in Exhibit "A," attached hereto and
incorporated herein for all purposes, hereinafter called the "leased premises,"
under the terms and conditions hereinafter contained, on a "net-net-net lease"
basis, with Tenant obligated to pay all rentals, plus insurance, taxes and
maintenance, as hereinafter provided.
ARTICLE 1. TERM
TERM OF LEASE
1.01 The term of this Lease shall commence on the _____ day of
___________, 199__ (the "Commencement Date"), and shall expire on November __,
2002, subject to the purchase option granted hereinbelow.
PRORATED RENT FOR PARTIAL MONTH
1.02 In the event said commencement falls on other than the first day
of a month, then the Tenant shall pay a prorated rent for said partial month and
the five (5) year term of the Lease shall be adjusted to run from the first day
of the following month.
ARTICLE 2. RENT
RENT
2.01 Tenant agrees to pay to Owner without any prior demand therefor
and without any deduction or set off whatsoever, the sum of one dollar ($1.00)
in advance on the first day of each calendar month of lease term. If the term
shall commence on a day other than the first day of a calendar month, then
Tenant shall pay, on the Commencement Date of the term, a pro rata portion of
the fixed monthly rent described above, prorated on a per diem basis with
respect to such fractional calendar month.
ARTICLE 3. BUSINESS
Tenant may use the leased premises for any lawful use and purpose, and
will comply, and will cause its employees, agents, and invitees to comply, with
all applicable federal, state and local laws and ordinances, and with all rules
and regulations of governmental agencies, especially those dealing with
environmental quality.
ARTICLE 4. MAINTENANCE AND SURRENDER
MAINTENANCE
4.01 Tenant shall at its expense and risk maintain the roof,
foundation, underground or otherwise concealed plumbing, and the structural
soundness of the exterior walls (including all windows, window glass, plate
glass, and all doors) and all other parts of each
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building and other improvements on the leased premises in good repair and
condition, including but not limited to, repairs (including all necessary
replacements) to the interior plumbing, windows, window glass, plate glass,
doors, heating system, air conditioning equipment, fire protection sprinkler
system, and the interior and exterior of the building in general; and including
the reasonable costs of landscape maintenance, outdoor lighting and cleaning,
resurfacing, striping and maintaining all parking and service areas.
Notwithstanding anything contained in the paragraph, the condition of said
leased premises shall be maintained in the same or better condition as on the
Commencement Date of this Lease.
SURRENDER
4.02 Tenant shall throughout the lease term maintain the building and
other improvements constituting the leased premises and keep them free from
waste or nuisance, and shall deliver up the premises in a clean and sanitary
condition at the termination of this Lease in good repair and condition,
reasonable wear and tear and damage by fire, tornado, or other casualty
expected. In the event Tenant should neglect to reasonably maintain the leased
premises, Owner shall have the right, but not the obligation, to cause repairs
or corrections to be made, and any reasonable costs therefore shall be payable
by Tenant to Owner as additional rental on the next rental installment date.
ARTICLE 5. OBLIGATIONS OF OWNER AND TENANT
TAXES AND ASSESSMENTS
5.01 (a) Tenant shall pay and fully discharge all taxes, special
assessments, and governmental charges of every character imposed during the term
of this Lease on the leased
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premises or any part thereof, and all improvements erected thereon. Tenant shall
pay all such taxes, charges and assessments to the public officer charged with
the collection thereof not less than fifteen (15) days before the same shall
become delinquent, and Tenant agrees to indemnify and save harmless Owner from
all such taxes, charges and assessments. Tenant shall have the right in good
faith at its cost and expense to contest any such taxes, charges and
assessments, and shall be obligated to pay the contested amount only if and when
finally determined to be due. Taxes shall be prorated for the year of the
Commencement Date.
(b) Subject to the right of Tenant to contest taxes, special
assessments, and governmental charges, as hereinabove provided, Owner may at any
time that the payment of any items of taxes, special assessments, or
governmental charges which Tenant is obligated to pay under the provisions
hereof remains unpaid give written notice to Tenant of its default, specifying
the same, and if Tenant continues to fail to pay such item of taxes, special
assessments or governmental charges or to contest the same in good faith, then
at any time after ten (10) days from such written notice, Owner may pay the
items specified in the notice, and Tenant covenants thereupon on demand to
reimburse and pay Owner any amount so paid or expended in the payment of the
items specified in the notice, with interest thereon at the rate of ten percent
(10%) per annum from the date of such payment by Owner until paid by Tenant.
Provided, however, if Owner, without giving the requisite ten (10) days' notice
above provided for, pays any such item which has not been paid by Tenant within
the time required in subparagraph (a) above, or which has not then or
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thereafter been successfully contested by Tenant, Tenant shall nevertheless
reimburse Owner for such item, but without interest.
(c) All taxes assessed prior to but payable in whole or in installments
after the effective date of the lease term and all taxes assessed during the
term but payable in whole or in installments after the lease term, shall be
adjusted and prorated, so that Owner shall pay its prorated share for the period
prior to and for the period subsequent to the lease term and Tenant shall pay
its prorated share for the lease term.
ALTERATIONS, ADDITIONS AND IMPROVEMENTS
5.02 Tenant shall not create any openings in any roof or exterior
walls, nor make any alterations, additions, or improvements to the leased
premises without the prior written consent of Owner. Consent for nonstructural
alterations, additions or improvements shall not be unreasonably withheld by
Owner. Tenant shall have the right at all times to erect or install trade
fixtures, provided that Tenant complies with all applicable governmental laws,
ordinances and regulations. All alterations, additions, or improvements made by
Tenant shall become the property of Owner at the termination of this Lease;
however, the Tenant shall promptly remove, if Owner so elects, all alterations,
additions, and improvements, and any other property placed in the premises by
Tenant, and Tenant shall repair any damage caused by such removal.
SIGNS
5.03 Tenant has the right to erect signs on any portion of the leased
premises, including, but not limited to, the exterior walls of any building,
subject to applicable laws
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and deed restrictions. Tenant shall remove all signs at the termination of this
Lease, and shall repair any damage and close any holes caused by such removal.
UTILITY CHARGES
5.04 Tenant shall pay all utility charges for water, garbage
collection, sewer charges, electricity, heat, gas, and power used in and about
the leased premises, including any connection therefor, all such charges to be
paid by Tenant to the utility company or municipality furnishing the same,
before the same shall become delinquent.
INSURANCE
5.05 (a) Owner shall, at Tenant's expense, during the term of this
Lease, keep all buildings and structures on said premises insured against loss
or damage by fire, with extended coverage, if obtainable, to include direct loss
by flood, windstorm, hail, explosion, riot, or riot attending a strike, civil
commotion, aircraft, vehicles, and smoke in the aggregate amounts of not less
than the full fair insurable value thereof. Such policy or policies of insurance
shall name Owner as a named insured and shall provide that any loss shall be
payable solely to Owner (and to Owner's mortgagee, if any, as their respective
interests may appear), which sum Owner (and Owner's mortgagee, as applicable)
shall use for repair and restoration purposes, subject to the limitations
hereinafter contained. Tenant shall pay to Owner the premiums coming due on such
policy or policies as billed by Owner. Owner shall have no liability to Tenant
for Owner's failure to obtain such insurance in any event, the insurance
requirement being included for the protection of Owner's investment only.
(b) Tenant, at its own expense, also shall provide and maintain in
force during the term of this Lease, Bodily Injury Liability and Property Damage
Liability insurance
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(Owner's, Landlord's and Tenant's coverage) in the amount of not less than One
Million Dollars ($1,000,000.00) covering Owner as well as Tenant with one or
more responsible insurance companies duly authorized to transact business in
Louisiana. Tenant shall furnish Owner with certificates of all insurance
required by this section. If Tenant does not maintain such insurance in full
force and effect, Owner may notify Tenant of such failure and if Tenant does not
deliver to Owner within ten (10) days after such notice certification showing
all such insurance to be in full force and effect, Owner may, at its option,
take out the necessary insurance to comply with the provisions hereof and pay
the premiums on the items specified in such notice, and Tenant covenants
thereupon on demand to reimburse and pay Owner any amount so paid or expended in
the payment of the insurance premiums required hereby and specified in the
notice, with interest at the rate of ten percent (10%) per annum from the date
of such payment by Owner until repaid by Tenant.
FIRE AND CASUALTY DAMAGE
5.06 If any building or other improvements on the leased premises
should be damaged or destroyed by fire, tornado, or other casualty, Tenant shall
give immediate written notice thereof to Owner.
TOTAL DESTRUCTION
(a) If any building on the leased premises should be totally destroyed
by fire, tornado, or other casualty, or it should be so damaged that rebuilding
or repairs cannot reasonably be completed within one hundred eighty (180)
working days from the date of written notification by Tenant to Owner of the
occurrence of the damage, this Lease shall terminate and rent shall be abated
for the unexpired portion of this Lease, effective as of the
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date of said written notification. The provisions of Article 12.10 hereof shall
operate to extent said one hundred eighty (180) day period if rebuilding or
repairs are delayed by force majeure.
PARTIAL DAMAGE
(b) If any building or other improvements on the leased premises should
be damaged by fire, tornado, or other casualty, but not to such an extent that
rebuilding or repairs cannot reasonably be completed within one hundred eighty
(180) working days from the date of written notification by Tenant to Owner of
the occurrence of the damage, this Lease shall not terminate but Owner shall, if
the casualty has occurred prior to the final two (2) years of the lease term, at
his sole cost and risk proceed forthwith to rebuild or repair such building and
other improvements to substantiate the condition in which they existed prior to
such damage. If the casualty occurs during the final two (2) years of the lease
term, Owner shall not be required to rebuild or repair such damage. If the
building and other improvements are to be rebuilt or repaired and are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be adjusted
equitably. In the event that Owner should fail to complete such rebuilding or
repairs within one hundred eighty (180) working days from the date of written
notification by Tenant to Owner of the occurrence of the damage, Tenant may at
its option terminate this Lease by written notification at such time to Owner,
whereon all rights and obligations hereunder shall cease. The provisions of
Article 11.10 hereof shall operate to extend said one hundred eighty (180) day
period if rebuilding or repairs are delayed by
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force majeure or Tenant may make such repairs at the cost and expense of Owner
and deduct same from future rental payments until Tenant has been fully
reimbursed.
CONDEMNATION
5.07 If during the term of this Lease or any extension or renewal
thereof, all of the leased premises should be taken by right of eminent domain,
this Lease shall terminate and the rent shall be abated during the unexpired
portion of this Lease, effective as of the date of the taking of said premises
by the condemning authority.
If less than all of the leased premises shall be taken by right of
eminent domain, Owner or Tenant shall have the option to terminate this Lease on
the date of taking by written notice to Tenant or Owner within sixty (60) days
after the filing of the action in eminent domain, in which event Owner and
Tenant shall be entitled to have the proceeds divided according to law.
QUIET ENJOYMENT
5.08 Conditioned on Tenant's performance of each and every condition,
obligation and duty of Tenant, the prompt payment of all sums to be paid by
Tenant, and so long as Tenant is not in default under any provision hereof,
Owner warrants that Tenant shall peaceably and quietly enjoy the leased property
without disturbance from Owner.
ARTICLE 6. INDEMNITY
Tenant agrees to indemnify and hold Owner harmless against any and all
claims, demands, damages, costs and expenses, including reasonable attorney's
fees for the defense thereof, arising from the conduct or management of Tenant's
business in the leased premises or from any breach on the part of Tenant of any
conditions of this Lease, or from any act
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or negligence of Tenant, its agents, contractors, employees, subtenants,
concessionaires, or licensees in or about the leased premises. In case of any
action or proceeding brought against Owner by reason of any such claim, Tenant,
upon notice from Owner, covenants to defend such action or proceeding by counsel
acceptable to Owner.
In addition to the foregoing, and not by way of limitation thereof,
Tenant agrees to indemnify and hold Owner harmless from any and all liability,
damages or costs of any kind or character for injury to persons or property in
the leased premises or about or around the leased premises. Tenant also agrees
to indemnify and hold Owner harmless from all liability, damages and costs of
any and every kind and character, that may arise from the Tenant's improper care
of the leased premises, or arising out of Tenant's use and occupancy of the
leased premises, it being specifically agreed that Owner shall not be liable for
any damage or injury to Tenant or any other person or persons, or to his or
their property, goods or chattels caused by water, rain or snow, gas, steam or
electricity, flooding, or by reason of breakage, leakage or obstruction of any
pipes or leakage of any character, including roof leakage.
It is expressly agreed that in the event Tenant violates any
regulation, ordinance or law that results in Owner being cited by the city or
any other regulatory or enforcing authority, Tenant agrees to hold Owner
harmless in all respects.
ARTICLE 7. DEFAULT
DEFAULT BY TENANT
7.01 (a) If Tenant shall allow the rent to be in arrears more than five
(5) days after written notice of such delinquency or shall remain in default
under any other provision
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or condition of this Lease for a period of fifteen (15) days after written
notice from Owner, or should any other person that Tenant secures possession of
the premises, or any part thereof, by reason of any receivership, bankruptcy
proceedings, or other operation of law in any manner whatsoever, Owner may at
its option, without notice to Tenant, terminate this Lease, or in the
alternative, Owner may reenter and take possession of said premises and remove
all persons and property therefrom, without being deemed guilty of any manner of
trespass, and relet the premises of any part thereof, for all or any part of the
remainder of said term, to a party satisfactory to Owner, and at such monthly
rental as Owner may with reasonable diligence be able to secure. Should Owner be
unable to relet after reasonable efforts to do so, or should such monthly rental
be less than the rental Tenant was obligated to pay under this Lease, or any
renewal thereof, plus the expense or reletting, then Tenant shall pay the amount
of such deficiency to Owner.
(b) It is expressly agreed that in the event of default by Tenant
hereunder, Owner shall have a lien upon all premises and upon all personal
property located on said leased premises, as security for rent due and to become
due for the remainder of the current lease term, which lien shall not be in lieu
of or in any way affect the statutory landlord's lien given by law, but shall be
cumulative thereto; and Tenant hereby grants to Owner a security interest in all
such personal property placed in said leased premises for such purposes subject
to any purchase money security lien given on equipment, furniture, fixtures or
other items by Tenant. This shall not prevent the sale, exchange or replacement
by Tenant of any personal property in the ordinary course of business free of
such lien to Owner. In the event Owner exercises the option to terminate the
lease hold, reenter, and
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relet the premises as provided in the preceding paragraph, then Owner after
giving reasonable notice to Tenant of the intent to take possession and giving
an opportunity for a hearing thereon, may take possession of all of Tenant's
property on the premises and sell same at public or private sale after giving
Tenant reasonable notice of the time and place of any public or private sale
after giving Tenant reasonable notice of the time and place of any public sale
or of the time after which any private sale is to be made, for cash or on
credit, or for such prices and terms as Owner deems best, with or without having
the property present at such. The proceeds of such sale shall be applied first
to the necessary and proper expense of removing, storing, and selling such
property, then to the payment of any rent or other sum due or to become due
under this Lease, with the balance, if any, to be paid to Tenant.
(c) All rights and remedies of Owner under this Lease shall be
cumulative, and none shall exclude any other right or remedy at law. Such rights
and remedies may be exercised and enforced concurrently and whenever and as
often as occasion therefor arises.
(d) If any rental shall not be paid within ten (10) days from its due
date, in addition to all other remedies of Owner, Tenant shall pay to Owner, on
demand by Owner, as additional rental, a sum equal to ten percent (10%) of such
late rental payment or Twenty-five and 00/1000 ($25.00) Dollars, whichever is
greater, to offset the expense of Owner in accounting for such late payment.
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DEFAULT BY OWNER
7.02 If Owner defaults in the performance of any term, covenant, or
condition required to be performed by him under this Lease, Tenant may elect
either one of the following:
(a) After not less than thirty (30) days written notice to Owner,
Tenant may remedy such default by any necessary action, and in connection with
such remedy may pay expenses and employ counsel; all sums expended or
obligations incurred by Tenant in connection therewith shall be paid by Owner to
Tenant on demand, and on failure of such reimbursement, Tenant may, in addition
to any other right or remedy that Tenant may have, deduct the cost and expenses
thereof from rent subsequently becoming due hereunder; or
(b) Elect to terminate this Lease on giving at least forty-five
(45) days' notice to Owner of such intention, thereby terminating this Lease on
the date designated in such notice, unless Owner shall have cured such default
prior to expiration of the forty-five (45) day period.
ARTICLE 8. INSPECTION BY OWNER
Tenant shall permit Owner and his agents to enter into and upon the
leased premises at all reasonable times for the purpose of inspecting the same
or for the purpose of maintaining or making repairs or alterations to any
building.
ARTICLE 9. ASSIGNMENT AND SUBLEASE
ASSIGNMENT AND SUBLETTING BY TENANT
9.01 Neither Tenant nor Tenant's legal representative or successor in
interest by operation or law or otherwise shall assign this Lease, or any
interest therein, or sublet the
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leased premises, or any part thereof, or right or privilege pertinent thereto,
without the prior written consent of Owner. Any assignee approved by Owner must
assume in writing all of Tenant's obligations under this Lease, and Tenant shall
remain liable for each and every obligation under this Lease. The Owner will be
paid by Tenant a minimum charge of $100.00 for each permitted assignment or
subletting.
ASSIGNMENT BY OWNER
9.02 Owner is expressly given the right to assign any or all of its
interest under the terms of this Lease.
ARTICLE 10. TENANT HOLDOVER
In the event Tenant remains in possession of the leased premises after
the expiration of the term of this Lease Agreement or any agreed extension
thereof, such holding over on the part of the Tenant will not renew or extend
this Lease Agreement, and Tenant shall be deemed to be occupying and using the
leased premises as a tenant at the sufferance of Owner, subject to all of the
terms, conditions and provisions contained in this Lease Agreement insofar as
the same are applicable to a tenancy at sufferance; provided, however, in such
event Tenant covenants and agrees to pay to Owner monthly as rent for the leased
premises for such holding over, a sum equal to one hundred fifty percent (150%)
of the total rental due or paid by Tenant for the last month of the term of this
Lease Agreement and all other sums required to be paid by Tenant under this
Lease Agreement.
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ARTICLE 11. MISCELLANEOUS
NOTICES AND ADDRESSES
11.01 All notices provided to be given under this Lease shall be given
by certified mail or registered mail, addressed to the property party, at the
following address:
OWNER: TENANT:
X.X. XXXXXX, XX., INDIVIDUALLY PROTEIN SECURITIES COMPANY
AND AS TRUSTEE OF THE TRUST OF 0000 XX. XXXXX XXXXX
XXXX XXXXXX SUITE 550
P.O. BOX 1230 HOUSTON, TEXAS 77056
XXXXXX XXXX, XXXXX 00000
PARTIES BOUND
11.02 This Lease shall be binding upon the inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and assigns where permitted by this Lease.
TEXAS LAW TO APPLY
11.03 To the maximum extent allowable under law, this Lease shall be
construed under and in accordance with the laws of the State of Texas, and all
obligations of the parties created hereunder are performable in Orange County,
Texas.
LEGAL CONSTRUCTION
11.04 In case any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provisions thereof and this Lease shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
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PRIOR AGREEMENTS SUPERSEDED
11.05 This Lease constitutes the sole and only agreement of the parties
hereto and supersedes any prior understandings or written or oral agreements
between the parties respecting the within subject matter.
AMENDMENT
11.06 No amendment, modification, or alteration of the terms hereof
shall be binding unless the same be in writing, dated subsequent to the date
hereof and duly executed by the parties hereto.
RIGHTS AND REMEDIES CUMULATIVE
11.07 The rights and remedies provided by this Lease Agreement are
cumulative and the use of any one right or remedy by either party shall not
preclude or waive its right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the parties may have by law,
statute, ordinance, or otherwise.
WAIVER OF DEFAULT
11.08 No waiver by the parties hereto of any default or breach of any
term, condition, or covenant of this Lease shall be deemed to be waiver of any
other breach of the same or any other term, condition, or covenant contained
herein.
ATTORNEYS' FEES
11.09 In the event Owner or Tenant breaches any of the terms of this
Lease whereby the party not in default employs attorneys to protect or enforce
its rights hereunder and prevails, then the defaulting party agrees to pay to
the other party reasonable attorneys' fees so incurred by such other party.
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FORCE MAJEURE
11.10 Neither Owner nor Tenant shall be required to perform any term,
condition, or covenant in this Lease so long as such performance is delayed or
prevented by force majeure, which shall mean acts of God, strikes, lockouts,
material or labor restrictions by any governmental authority, shortage or
unavailability of labor or materials, civil riot, floods, and any other cause
not reasonably within the control of Owner or Tenant and which by the exercise
of due diligence Owner or Tenant is unable, wholly or in part, to prevent or
overcome.
TIME OF ESSENCE
11.11 Time is of the essence of this Lease.
CONDITION OF PREMISES
11.12 The leased premises and improvements have been examined by
Tenant, or accepted by Tenant in "as is" condition, and are accepted by Tenant
as being fit for the purposes for which such premises are leased.
SUBORDINATION TO EXISTING AND FUTURE MORTGAGES
11.13. This Lease shall be subject and subordinate at all times to the
lien of existing mortgages and of mortgages which hereafter may be made a lien
on the leased property. Although no instrument or act on the part of the Tenant
shall be necessary to effectuate such subordination, the Tenant will,
nevertheless, execute and deliver such further instruments subordinating this
Lease to the lien of any such mortgages as may be desired by the mortgagee. The
Tenant hereby appoints the Owner its attorney-in-fact, irrevocably, to execute
the deliver any such instrument for the Tenant.
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PLACE FOR PAYMENT OF RENT
11.14 All rent payable hereunder to Owner shall be payable at Owner's
address for notices or at such other address as Owner may from time to time
designate.
PURCHASE OPTION
11.15 Owner grants to Tenant, for the duration of the term of this
Lease, an exclusive option to purchase the leased premises, including all
improvements located thereon, on the following terms and conditions:
(a) Tenant may exercise this option only by giving written notice
to Owner of Tenant's intent to exercise such option.
(b) Owner and Tenant have heretofore entered into one certain
Lease Agreement dated November ___, 1997 for 45 acres of land adjacent to the
leased premises (the "Adjacent Land"). This option to purchase may only be
exercised if Tenant exercises its option to purchase, and in fact closes the
purchase of, the Adjacent Land.
(c) The full purchase price for the leased premises shall be the
sum of one dollar ($1.00).
(d) Owner shall furnish to Tenant, within fifteen (15) days after
receiving notice of Tenant's intention to exercise its option, a survey and a
commitment for title insurance issued by a title company of Tenant's selection.
Within fifteen (15) days after the delivery of such commitment to Tenant, Tenant
shall furnish Owner with a written list of Tenant's objections, if any, to the
title to the leased premises. Owner shall then have twenty (20) days after
receipt of such written list of objections to meet any requirements made by
Tenant, and Owner agrees to use its best efforts to meet any such requirements.
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If Owner is unable to meet the requirements made by Tenant within such twenty
(20) day period (or any extension thereof as hereinafter provided), Tenant's
offer to purchase the leased premises shall automatically terminate unless
Tenant agrees in writing to grant an extension of time to Owner to meet such
requirements or agrees to purchase the leased premises notwithstanding Tenant's
objections. Upon the termination of Tenant's offer to purchase the leased
premises, as provided herein, Tenant shall retain the right to exercise its
purchase option herein in the future and this Lease shall remain in effect.
(e) In the event Tenant fails to close the sale (through no fault
on the part of Owner) within forty-five (45) days after exercising such option
then Tenant's offer to purchase shall be deemed terminated, and this Lease
Agreement shall continue in effect as though Tenant had not exercised such
purchase option.
(f) On closing of the sale, Owner shall convey to Tenant by
general warranty deed good and marketable title to the leased premises, as
evidenced by a title insurance policy in the amount desired by Tenant issued by
a title company of Tenant's selection, subject only to the following exceptions:
1. Any and all restrictions, covenants, conditions,
easements, rights of way, oil, gas and other mineral reservations and other
reservations, if any, relating to the leased premises, but only to the extent
that they are still in effect, shown of record in the hereinabove mentioned
county and state and shown on the title insurance policy as exceptions to
insurance coverage or as matters to which such coverage is subject, and all
zoning laws, regulations and ordinances of municipal and/or other governmental
authorities, if any, but only to the extent they are still in effect relating to
the leased premises.
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2. Any discrepancies, conflicts, or shortages in area or
boundary lines, or any encroachments, or any overlapping of improvements.
3. All taxes for the current year and subsequent years, and
subsequent assessments for prior years due to change in land usage or ownership,
not yet due and payable.
4. Any liens which may be created hereunder.
5. Rights of parties in possession.
(g) All realtor or broker commissions, filing fees, cost of
owner's title insurance policy, and costs of environmental studies and
remediation, if any, shall be paid by Tenant; provided, however, that Owner and
Tenant shall each bear their own respective attorney's fees.
(h) By exercising its option and by purchasing the leased
premises, Tenant agrees to indemnify, hold harmless and defend Owner against any
and all demands or claims based upon any allegations of environmental harm or
damage to the leased premises, including any assessments, fines, penalties, or
claims for costs of remediation, regardless of the party or governmental entity
making such claims, and regardless of when such alleged contamination or other
violations may have occurred. This obligation shall survive the closing of such
purchase.
IN WITNESS WHEREOF, the undersigned Owner and Tenant hereto execute
this Lease as of the day and year first above written.
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AGREEMENT
THE STATE OF LOUISIANA )
PARISH OF ST. XXXX )
KNOW ALL BY THESE PRESENTS: that X.X. XXXXXX, XX., INDIVIDUALLY AND AS
TRUSTEE OF THE TRUST OF XXXX XXXXXX, (hereinafter "Grantor"), owners of certain
real property, desire to furnish an option, as set forth in Louisiana Civil Code
Article 2620, to lease such property to Protein Securities Company (hereinafter
"Grantee"). The Grantor and Grantee's consent to this agreement is evidenced by
their signatures; performed under authentic act. The Lease Agreement to be
executed is attached hereto and is incorporated herein for all purposes; the
property is described in Exhibit "A" to such Lease Agreement.
This option is exercisable by execution of the attached Lease
Agreement.
FURTHER, Pursuant to LA. C.C. article 2620, Grantor desires, offers and
agrees to furnish unto Grantee an option to purchase the property. Grantor
represents that he has both the power and authority to execute this document and
agrees to indemnify Grantee against any loss, including attorney's fees and
costs, to which Grantee may be exposed in the event the Grantee's right to
exercise this option is challenged. Said option is to be exercised by November
25, 2002. Said option to purchase can be exercised only if the option to
purchase the property contained in the attached Lease Agreement is properly
exercised. The purchase price of the immovable property set forth in Exhibit "A"
to the Lease Agreement is One Dollar ($1.00) U.S. currency. This agreement
performed under authentic act.
GRANTOR: GRANTEE:
___________________________ ___________________________
By: X.X. XXXXXX By: Xxxx X. Xxxxx for Lessor
Protein Security Company
WITNESSES:
___________________________
___________________________
___________________________
SWORN TO SUBSCRIBED BEFORE ME BY ALL PARTICIPANTS AND WITNESSES,
ON THIS 25TH DAY OF NOVEMBER, 1997.
___________________________
NOTARY PUBLIC
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EXHIBIT A
That certain tract or parcel of land measuring 6.2 acres,
more or less, situated in Section 44, T16S, R13E, St. Xxxx
Xxxxxx, Louisiana, being further described as Tract
"A-B-C-D-A" on a plan of land by Xxxxx X. Xxxxxx, Land
Surveyor, showing property of Intercoastal Shipyard, a copy
of which plan is attached hereto for greater particularity
and made a part hereof, which property fronts on Bayou Boeuf
by 378 feet more or less.
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STATUTORY DURABLE POWER OF ATTORNEY
NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING. THEY ARE
EXPLAINED IN THE DURABLE POWER OF ATTORNEY ACT, CHAPTER XII, TEXAS PROBATE CODE.
IF YOU HAVE ANY QUESTIONS ABOUT THESE POWERS, OBTAIN COMPETENT LEGAL ADVICE.
THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER HEALTH-CARE
DECISIONS FOR YOU. YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU LATER WISH
TO DO SO.
I. O.W. XXXXXX, JR., reside at X. Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxx,
and I hereby appoint my daughter, XXXXXX XXXXXX XXXXXXX, as my agent
(attorney-in-fact) to act for me in any lawful way with respect to all of the
following powers except for a power that I have crossed out below.
TO WITHHOLD A POWER, YOU MUST CROSS OUT EACH POWER WITHHELD.
Real property transactions;
Tangible personal property transactions;
Stock and bond transactions;
Commodity and option transactions;
Banking and other financial institution transactions;
Business operating transactions;
Insurance and annuity transactions;
Estate, trust, and other beneficiary transactions;
Claims and litigation;
Personal and family maintenance;
Benefits from Social Security, Medicare, Medicaid, or other
governmental programs or civil or military services;
Retirement plan transactions; and
Tax Matters.
IF NO POWER LISTED ABOVE IS CROSSED OUT, THIS DOCUMENT SHALL BE
CONSTRUED AN INTERPRETED AS A GENERAL POWER OF ATTORNEY AND MY AGENT (ATTORNEY
IN FACT) SHALL HAVE THE POWER AND AUTHORITY TO PERFORM OR UNDERTAKE ANY ACTION I
COULD PERFORM OR UNDERTAKE IF I WERE PERSONALLY PRESENT.
ON THE FOLLOWING LINES YOU MAY GIVE SPECIAL INSTRUCTIONS LIMITING OR EXTENDING
THE POWERS GRANTED TO YOUR AGENT.
IN ADDITION TO THE POWERS SET FORTH ABOVE, MY DAUGHTER, XXXXXX XXXXXX XXXXXXX
HAS THE POWER TO SIGN ANY AND ALL DOCUMENTATION IN THE SALE OF ASSETS AND/OR
LEASE OF THE PROPERTY IN THE ESTATE OF XXXXX XXXXXX AND FOR MY UNDIVIDED
INTEREST THEREIN TO GULF PROTEIN SECURITIES.
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UNLESS YOU DIRECT OTHERWISE ABOVE, THIS POWER OF ATTORNEY IS EFFECTIVE
IMMEDIATELY AND WILL CONTINUE UNTIL IT IS REVOKED.
CHOOSE ONE OF THE FOLLOWING ALTERNATIVES BY CROSSING OUT THE
ALTERNATIVE NOT CHOSEN:
(A) This Power of Attorney is not affected by my subsequent disability
or incapacity.
(B) This Power of Attorney becomes effective upon my disability or
incapacity.
YOU SHOULD CHOOSE ALTERNATIVE (A) IF THIS POWER OF ATTORNEY IS TO
BECOME EFFECTIVE ON THE DATE IT IS EXECUTED.
IF NEITHER (A) NOR (B) IS CROSSED OUT, IT WILL BE ASSUMED THAT YOU
CHOSE ALTERNATIVE (A).
If Alternative (B) is chosen and a definition of my disability or
incapacity is not contained in this Power of Attorney, I shall be considered
disabled or incapacitated for purposes of this Power of Attorney if a physician
certifies in writing at a date later than the date this Power of Attorney is
executed that, based on the physician's medical examination of me, I am mentally
incapable of managing my financial affairs. I authorize the physician who
examines me for this purpose to disclose my physical or mental condition to
another person for purposes of this Power of Attorney. A third party who accepts
this Power of Attorney is fully protected from any action taken under this Power
of Attorney that is based on the determination made by a physician of my
disability or incapacity.
I agree that any third party who receives a copy of this document may
act under it. Revocation of the Durable Power of Attorney is not effective as to
a third party until the third party receives actual notice of the revocation. I
agree to indemnify the third party for any claims that arise against the third
party because of reliance on this Power of Attorney.
If any agent named by me dies, becomes legally disabled, resigns, or
refuses to act, I name the following (each to act alone and successively, in the
order named) as successor(s) to that agent:
_________________________________________________________________.
Signed this 24th day of November, 1997.
_____________________________________
X.X. XXXXXX, XX.
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THE STATE OF TEXAS )
COUNTY OF ORANGE )
This document was acknowledged before me on the 24th day of November,
1997, by X.X. XXXXXX, XX.
___________________________________
NOTARY PUBLIC, STATE OF TEXAS
THE ATTORNEY IN FACT OR AGENT, BY ACCEPTING OR ACTING UNDER THE
APPOINTMENT, ASSUMES THE FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT.
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