Exhibit 10.18
FIRST AMENDMENT OF STANDARD OFFICE BUILDING
LEASE AGREEMENT
RECITALS:
CLIFFWOOD OIL & GAS CORPORATION ("Tenant") entered into that certain
Standard Office Building Lease Agreement (the "Lease") dated, January 14, 1997
for certain premises located at 000 Xxxxxxx Xxxxxxx, Xxxxx 000 & 000, Xxxxxxx,
Xxxxx, 00000, with XXXXXX ENTERPRISES TEXAS, INC. ("Landlord"). The purpose of
this First Amendment of Standard Office Building Lease Agreement (hereinafter
"First Amendment") is to amend the Lease. The effective date of this First
Amendment shall be March 12, 1997.
AMENDMENT:
For valuable consideration respectively given, the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant do hereby enter this First
Amendment which amends the Lease as follows:
1. SECTION 25. Miscellaneous (i) and (b). (i) Contingent upon Tenant satisfying
all the following conditions, (the "Conditions") Tenant is hereby granted an
option to terminate the Lease Term, as set forth in Section 2 of the Lease. The
Conditions being that (i) Tenant shall have fully performed all of its
covenants, duties and obligations hereunder during the term of this lease; (ii)
Tenant shall have given written notice to Landlord on or before NOVEMBER 30,
1997 that Tenant is exercising such Option; (iii) that such written notice be
delivered to Landlord at Landlord's business office within normal business hours
on or before NOVEMBER 30, 1997; and (iv) Tenant shall reimburse Landlord at the
time of written notification to terminate the Lease for the unamortized portion
of up front costs in the amount of $4,889.00. Time is of the essence in the
exercise of such Option, and the time period within which such Option may be
exercised shall not be extended or enlarged by Tenant for any reason, including
inability to exercise such Option.
In the event that Tenant satisfies all the Conditions and effectively
exercises such Option to Terminate, this Lease Agreement shall expire on JANUARY
31, 1998. Failure of Tenant to provide notice as specified herein shall cause
the lease term to continue unabated.
(j) Contingent upon Tenant satisfying all the following conditions, (the
"Conditions") Tenant is hereby granted an option to terminate the Lease Term, as
set forth in Section 2 of the Lease. The Conditions being that (i) Tenant shall
have fully performed all of its covenants, duties and obligations hereunder
during the term of this lease; (ii) Tenant shall have given written notice to
Landlord on or before NOVEMBER 30, 1998 that Tenant is exercising such Option;
(iii) that such written notice be delivered to Landlord at Landlord's business
office within normal business hours on or before NOVEMBER 30, 1998; and (iv)
Tenant shall reimburse Landlord at the time of written notification to terminate
the Lease for the unamortized portion of up front costs in the amount of
Page 2 of 3
FIRST AMENDMENT OF STANDARD OFFICE BUILDING LEASE AGREEMENT
$2,445.00. Time is of the essence in the exercise of such Option, and the time
period within which such Option may be exercised shall not be extended or
enlarged by Tenant for any reason, including inability to exercise such Option.
In the event that Tenant satisfies all the Conditions and effectively
exercises such Option to Terminate, this Lease Agreement shall expire on JANUARY
31, 1999. Failure of Tenant to provide notice as specified herein shall cause
the lease term to continue unabated.
2. ENTIRE AGREEMENT. This First Amendment sets forth all the covenants,
promises, assurances, agreements, representations, conditions, warranties,
statements, and understandings ("Representations") between the Landlord and
Tenant concerning the Leased Premises, and there are no Representations, either
oral or written, between them other than those in the Lease or this First
Amendment. This First Amendment supersedes and revokes all previous
negotiations, arrangements, letters of intent, offers to lease, lease proposals,
brochures, Representations, and information conveyed, whether oral or in
writing, between the parties hereto or their respective representatives or any
other person purporting to represent the Landlord or Tenant.
3. LEASE IN FULL FORCE AND EFFECT. All provisions of said Lease not inconsistent
herewith shall remain in full force and effect. Except as specifically amended
by the provisions hereof, the terms and provisions stated in the Lease shall
continue to govern the rights and obligations of the parties thereunder; and all
provisions and covenants of the Lease shall remain in full force and effect as
stated therein, except to extent specifically amended by the provisions hereof.
4. DEFINED TERMS. Terms defined in the Lease and delineated herein by initial
capital letters shall have the same meanings ascribed thereto in the Lease,
except to the extent that the meanings of any such term is specifically modified
by the provisions hereof. In addition, other terms not defined in the Lease but
defined herein will, when delineated with initial capital letters, have the
meanings ascribed thereto in this Agreement. Terms and phrases which are not
delineated by initial capital letters shall have the meanings commonly ascribed
thereto.
Page 3 of 3
FIRST AMENDMENT OF STANDARD OFFICE BUILDING LEASE AGREEMENT
In witness whereof the parties here to have executed this First Amendment
and affixed their signatures as of the _____ day of
LANDLORD
XXXXXX ENTERPRISES TEXAS, INC.
BY: /S/ XXXXXXX X. XXXXX
XXXXXXX X. XXXXX
PRESIDENT
XXXXXX ENTERPRISES TEXAS, INC.
DATE: /S/ MARCH 21, 1997
TENANT
CLIFFWOOD OIL & GAS CORPORATION
BY: /S/ XXXXX X. XXXXXXXXX
XXXXX X. XXXXXXXXX
PRESIDENT
CLIFFWOOD OIL & GAS CORPORATION
DATE: /S/ MARCH 19, 1997
