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EXHIBIT 10.27
STATE OF LOUISIANA
PARISH OF IBERIA
LEASE AND AGREEMENT
BE IT KNOWN that on the date and place written below but effective as
of January 1, 1997 (the "Effective Date") and in the presence of the
undersigned Notary Public and two competent witnesses there personally came and
appeared:
W & H VENTURES, L.L.C., a Louisiana Limited Liability Company
domiciled in the Parish of Iberia
(sometimes hereinafter referred to as "Lessor") and Double Eagle Marine, Inc.,
a Louisiana corporation domiciled in the Parish of St. Xxxx (sometimes
hereafter referred to as "Lessee") who did declare and agree as follows:
W I T N E S S E T H :
WHEREAS, Lessor is the owner of certain premises situated in St. Xxxx,
Louisiana; and
WHEREAS, Lessor has agreed to lease such property to Lessee for the
term of five (5) years and eleven (11) months for use by Lessee in connection
with oilfield marine services; and
WHEREAS, Lessor and Lessee have agreed to certain terms, conditions,
stipulations and provisions in respect to the said lease and, to that end, in
consideration of the terms and conditions herein recited, Lessor and Lessee
have agreed and do hereby agree as follows:
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1. LEASED PREMISES
Lessor does hereby lease, let, rent and demise unto and in favor of
Lessee those certain premises located in Xxxxxx City, St. Xxxx Xxxxxx,
Louisiana, which are fully described in Exhibit "A" attached hereto and made a
part hereof (the "Leased Premises").
2. TERM OF LEASE; OPTION
This Lease shall be for a primary term of five (5) years and eleven
(11) months, commencing January 1, 1997 and terminating at midnight November
30, 2002. Lessee shall have the option to renew this lease for one (1)
additional five (5) year term on the same terms and conditions except for the
rental amount which shall be negotiated by Lessor and Lessee. Lessee shall
notify Lessor of his election to exercise this renewal option at least ninety
(90) days prior to expiration of the primary term.
3. RENTALS
Lessee shall pay to Lessor as rental for the Leased Premises, each
month, in advance, on or before the 1st day of each and every month, during the
initial term of this Lease, the sum of $2,500.00. The monthly rent payable
during any renewal term shall be at a rate determined by negotiations between
Lessor and Lessee and established at least thirty (30) days prior to the
commencement of the renewal term.
4. USE OF LEASED PREMISES
Lessee agrees that the activities to be conducted on the Leased
Premises will not in any manner constitute a nuisance or hazard and that Lessee
will observe and comply with all land use, environmental, pollution and other
applicable laws,
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regulations, orders and ordinances prescribed by any and all governmental and
regulatory authorities having jurisdiction over the Leased Premises and the
activities conducted thereon by Lessee.
5. IMPROVEMENTS TO THE PREMISES
Only upon Lessor's written consent first obtained, which consent shall
not be unreasonably withheld, Lessee may, at its sole expense, construct and
erect buildings, sheds and other structures upon the Leased Premises and
otherwise make improvements and alterations thereto consistent with Lessee's
use and occupancy. All such improvements shall be constructed in conformity
with any applicable zoning ordinances, setback requirements, building codes or
other applicable ordinances, laws or regulations and shall not obstruct or
otherwise interfere with the use of any servitudes to which the Lease Premises
are subject. All such improvements shall become the property of Lessor upon
termination hereof without cost, charge or reimbursement to Lessee.
6. REPAIRS AND ALTERATIONS
Lessor shall not be obligated to fix, maintain, repair, replace or
refurbish the Leased Premises or the leased equipment or any structure,
building, facility or improvement now located on the Leased Premises, or to be
located and constructed thereon by Lessee. All such repairs, replacements,
maintenance and refurbishing shall be done and performed by Lessee at Lessee's
sold cost and expense during the term of this Lease. Lessee shall keep the
Leased Premises, buildings, facilities and improvements in good repair and
working condition throughout the entire term of this
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Lease and return same to Lessor in the same condition as received, ordinary
wear and tear excepted. Lessor warrants the premises are in good repair and
working condition on the commencement hereof.
7. UTILITIES
Lessee shall be responsible for all utility and other services used,
connected or provided in connection with Lessee's occupancy of the Leased
Premises and equipment, including electricity, natural gas, sewer, telephone
and waste disposal. Lessee shall obtain all such services in its name and shall
post all meter, connection and similar deposits as may be required in
connection therewith.
8. TAXES
Lessor shall pay all ad valorem property and all other special tax
assessments levied and assessed against the Leased Premises or improvements
located thereon.
9. INSURANCE; WAIVER OF SUBROGATION
Lessee shall provide and keep in force at its own cost and expense
during the entire term hereof full comprehensive public liability and property
damage insurance with respect to the Leased Premises and Lessee's use and
occupancy thereof, including those portions of the Leased Premises used as
driveways, walkways and parking areas. Such insurance shall contain limits of
not less than $500,000.00 per person and $1,000,000.00 per accident for bodily
injury or death, together with $500,000.00 for damage to property in any one
occurrence. All such policies of insurance shall be issued by one or more
solvent and financially sound insurance
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companies authorized to engage in business in the State of Louisiana, and at
least twenty-five (25) days prior to the expiration of any such policy Lessee
shall supply Lessor with a substitute therefor with evidence of payment of all
premiums.
Lessee shall at all times furnish Lessor with certificates attesting
to the existence of the aforesaid insurance coverage and shall not commence
occupancy of the Leased Premises without first providing same to Lessor.
Lessee further agrees to cause all policies of insurance required hereunder,
including all liability policies insuring Lessee against personal injury, death
or physical damage or destruction of property on or about the Leased Premises,
to contain a specific provision or endorsement by which the insurer renounces,
disclaims, and waives all rights of recovery or subrogation against Lessor and
its managers, members and employees. All policies required hereunder shall
name Lessor as either a co-insured or an additional insured thereunder.
10. INDEMNIFICATION AND LIABILITY FOR INJURIES
Lessee agrees hereby to indemnify and save lessor harmless from any
and all actions, demands, liabilities, claims, losses or litigation arising in
whole or in part out of Lessee's occupancy or use of the Leased Premises, out
of any activity conducted thereon, or out of the condition of the Leased
Premises, and any building, structure or improvement situated thereon.
Further, at all times, Lessee assumes complete responsibility for the
condition of the Leased Premises and the buildings and improvements situated
thereon, and hereby relieves Lessor from all liability for personal injury to
Lessee, or to Lessee's
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patrons, customers, invitees, business guests, deliverymen, or to anyone else
on or about the Leased Premises who derives their right to be thereon from
Lessee, arising from, or in any way related to, any defect or vice on the
Leased Premises, whether latent or patent.
11. PROPERTY DAMAGE; DISCLAIMER
Lessee disclaims, waives and renounces any and all claims, actions and
demands which Lessee may have against Lessor for damages to, or the destruction
and loss of, personal property, including consequential and residual damages,
however arising, and whether caused in whole or in part by any vice or defect,
latent or patent, of the Leased Premises, it being understood and agreed
between Lessor and Lessee that Lessee shall have no claim or recourse against
Lessor for the loss of or damage to property belonging to Lessee or any other
third party situated on or about the Leased Premises.
12. DEFAULT
As used in this Lease, the term "Event of Default" shall mean any of
the following:
(a) The failure of Lessee to make any payment of rental as and
when the same becomes due and payable and the failure to cure
such default within two (2) business days after written notice
from Lessor.
(b) The failure of Lessee to fulfill any duty or obligation
imposed on Lessee by this Lease, and the failure to commence
promptly and diligently cure same within thirty (30) days
following written notice from Lessor.
(c) The appointment of a receiver or the entry of an order
declaring Lessee bankrupt or the assignment by Lessee for the
benefit of creditors or the participation by Lessee in any
other insolvency proceeding.
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(d) The seizure or taking of the leasehold interest of Lessee
hereunder pursuant to an execution of a judgment or any act of
assignment for the benefit of Lessee's creditors.
Upon the happening of any "Event of Default", Lessor may at its sole
option and election i) terminate this Lease and cause Lessee's eviction from
the Leased Premises without prejudice to any other right, action and remedy
available to Lessor or ii) permit and suffer Lessee's continued occupancy of
the Leased Premises and, upon Lessee's continued failure to pay rent after
receipt of ten (10) days' written notice from Lessor to make such payment,
accelerate all rentals due for the remainder of the term of the Lease, which
said accelerated rentals shall be payable, in full, without discount or
reduction, by Lessee to Lessor within ten (10) days after written demand
therefore has been served by Lessor upon Lessee. Upon Lessee's payment of the
accelerated rentals, Lessee shall be considered to have cured any rental
default, and shall be entitled to remain in possession of the Leased Premises
for the remainder of the term, subject to all of the other obligations of
Lessee hereunder.
13. IDENTITY OF INTEREST
The execution of this Lease or the performance of any act pursuant to
the provisions hereof shall not be deemed or construed to have the effect of
creating between Lessor and Lessee the relationship of principal and agent or
of a partnership or of a joint venture, and the relationship between them shall
be and remain only that of Lessor and Lessee.
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14. MINERAL LEASES
Lessor shall have and hereby reserves the unconditional right to make,
grant and execute any and all oil, gas and mineral leases or other similar
grants for the drilling, exploration and mining of all oil, gas and other
minerals and hydrocarbons which may be situated on, under or beneath the
surface of the Leased Premises.
In so doing, Lessor (without Lessee's written permission and consent
first obtained) shall require all such mineral leases to drill, mine or
otherwise explore for such minerals only by means of slant or directional
drilling operations and in a manner so as not to interfere with Lessee's use
and enjoyment of the Leased Premises. Accordingly, this lease, and all rights
held hereunder by Lessee, shall at all times be inferior, secondary and
subordinate to any and all existing or future oil, gas and mineral leases and
other grants and contracts which have already or may hereafter be granted by
Lessor.
15. NOTICES AND REPORTS
Any notice, report, statement, approval, consent, designation, demand
or request to be given and any option or election to be exercised by a party
under the provisions of this Lease shall be effective only when made in writing
and delivered (or mailed by registered or certified mail with postage prepaid)
to the other party at the address given below:
Lessor: W&H Ventures, L.L.C.
c/o Xxxxx Xxxxxxxx
0000 Xxxxx Xxxx Xxxx
Xxx Xxxxxx, XX 00000
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Lessee: Double Eagle Marine, Inc.
c/o Xxxxxx Xxxxxxx
0000 Xxxx Xxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Provided, however, that either party may designate a different address from
time to time by giving to the other party notice in writing of the changes.
16. ENTIRE AGREEMENT
This Lease contains all of the understandings by and between the
parties hereto, and all prior or contemporaneous agreements relative thereto
have been merged herein or are voided by this instrument. This Lease may be
amended, modified, altered, or changed in whole or in part only by an
instrument in writing signed by each of the parties hereto.
17. ASSIGNMENT AND SUBLETTING
Lessee may assign this Lease or sublet the Leased Premises, or any
part or portion thereof, or otherwise transfer any right or interest hereunder,
with the prior written consent of Lessor, provided, Lessee shall remain fully
liable hereunder notwithstanding any sublease, assignment, or other transfer of
any right or interest hereunder by Lessee. Any such approval by Lessor shall be
limited to the particular instance specified in such written consent, and
Lessee shall not thereby be relieved of any duty, obligation or liability under
the provisions of this Lease, and shall remain at all times liable and
responsible therefore in solido with any such sub-Lessee and/or assignee.
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18. ATTORNEY'S FEES
In the event it becomes necessary for either Lessor or Lessee to
employ an attorney to obtain enforcement of any obligation provided hereunder
and imposed upon either Lessor or Lessee hereby, and in the event such party is
successful in asserting such claim, including claims for payment of rentals,
then, in such event, the party so adjudged liable shall be responsible to the
other for all responsible attorney's fees thereby incurred. The provisions of
this paragraph include attorney's fees which might be incurred by Lessor in
connection with an eviction of Lessee and the regaining of possession and
occupancy by Lessor of the Leased Premises.
19. INTEREST ON RENTAL DEFAULT
In the event Lessee becomes more than ten (10) days delinquent in the
payment of any rental due hereunder to Lessor then, in such event, such
delinquency shall carry and bear and Lessee shall pay to Lessor, in addition to
such rental, eighteen (18%) per cent per annum interest on all such unpaid
rental installments from due date, until finally paid.
20. BINDING EFFECT
The terms and provisions of this lease shall be binding upon and will
enure to the benefit of the respective successors and assigns of the parties
hereto.
21. GOVERNING LAW
This lease and the rights, duties and obligations of Lessor and Lessee
shall be governed and controlled under the laws of the State of Louisiana.
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22. PARAGRAPH CAPTIONS
The paragraph captions as to the contents of particular paragraphs
herein are inserted only for convenience and are in no way to be construed as
part of this Lease or as a limitation on the scope of the particular paragraphs
to which they refer.
THUS DONE, PASSED AND SIGNED BY LESSOR IN THE CITY OF NEW ORLEANS,
PARISH OF ORLEANS, LOUISIANA ON THE 10TH DAY OF JANUARY, 1997 IN THE PRESENCE
OF THE UNDERSIGNED NOTARY AND COMPETENT WITNESSES AFTER DUE READING OF THE
WHOLE.
WITNESSES: LESSOR:
W & H VENTURES, L.L.C.
/s/ XXXXX XXXXXXXX By: /s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
Member/Manager
/s/ XXXXXXXX X. XXXX LESSEE:
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DOUBLE EAGLE MARINE, INC.
BY: /s/ XXXXX XXXXXXX
--------------------------------
Xxxxx Xxxxxxx
Vice President
/s/ XXXXXX X. XXXXXX
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NOTARY PUBLIC
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EXHIBIT "A"
PROPERTY DESCRIPTION
That certain tract or parcel of land, together with all buildings and
improvements thereon and all rights, ways, privileges, and servitudes thereto
appertaining and all appurtenances thereof, situated in Xxxxxxx 0, Xxxxxxxx 00
Xxxxx, Xxxxx 00 Xxxx, Xx. Xxxx Xxxxxx, Xxxxxxxxx, about one mile below the
original Town of Berwick as per map and plan thereof by X. X. Xxxxxx,
containing and measuring eighty-three and 18/100 (83.18') feet on the East side
of River Road and extending back to the Atchafalaya River a distance of three
hundred ten (310') feet, more or less, along the Southern boundary, a distance
of three hundred twenty(320') feet, more or less, along the Northern boundary
and extending a distance of eighty-eight (88') feet along the Eastern boundary,
all as shown by a map and plan of said property by X. X. Xxxxxx, C. E. and
Surveyor, dated November 18, 1947, and recorded in COB 9-Z, at Page 662, under
Entry No. 99,963 of the records of St. Xxxx Xxxxxx, Louisiana, which is made a
part hereof by reference thereto and according to said map and plan of land,
the said tract is bounded on the North by property of Xxxxxx X. Xxxxxxx, on the
East by the Atchafalaya River, on the West by River Road, and on the South by
property of Xxx. Xxxxxx Xxxxxxx Xxxxxxxxxx.
Being the same property acquired by Xxxxx Xxxxxxxx, et al by Act of Cash Sale
from Atchafalaya Federal Savings Bank, dated October 19, 1987, filed for record
at COB 30-T, under Entry No. 220,744, of the records of St. Xxxx Xxxxxx,
Louisiana; and by Xxxxx X. Xxxxxxxx in that Judgment of Possession in
Succession of Xxxxxxx Xxxxxx Xxxxxxxx, dated October 31, 1995, filed for record
at COB 39-R, under Entry No. 225,239, of the records of St. Xxxx Xxxxxx,
Louisiana.
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