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EXHIBIT 10.7
COMMERCIAL LEASE
STATE OF LOUISIANA
PARISH OF EAST ▇▇▇▇▇▇▇▇▇
This lease is entered into, in the presence of the subscribing
witnesses, by:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, born ▇▇▇▇▇▇▇▇▇,
who are of the age of majority, residents of and domiciled in
East ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana, with a permanent mailing
address of ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and who
are married to and living with each other, hereafter "OWNER,"
and who declared that they lease to:
▇▇▇▇▇▇ GROUP, INC., a Delaware corporation authorized to do
business in the State of Louisiana, with its principal
business establishment in Louisiana in East ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Louisiana, with a permanent mailing address of ▇▇▇▇ ▇▇▇▇▇
▇'▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
represented herein by its Vice President and Chief Financial
Officer, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, by virtue of the authority of a
resolution of the Board of Directors of the corporation, a
copy of which is annexed, hereafter referred to as "LESSEE,"
the following described property:
A certain tract or parcel of land, together with all of the buildings
and improvements thereon, and all of the rights, ways and servitudes
thereunto belonging or in any way appertaining, and all component parts
thereof, situated in the Parish of East ▇▇▇▇▇▇▇▇▇, State of Louisiana,
in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇, containing 30.451 acres, being shown as TRACT C on a plat
of survey entitled "Map Showing Subdivision of the ▇▇▇▇▇ ▇. ▇▇▇▇ Estate
Located in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ District in East
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Near Ethel, LA," made by Wm. ▇. ▇▇▇▇▇, ▇▇., Registered
Land Surveyor, dated Baton Rouge, Louisiana, June 14, 1974, filed as
Register Number 72094, recorded in Conveyance Book W-3, page 21,
conveyance records of East ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana, and being the
same property acquired by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
by act of cash sale filed as Register Number 122,292, recorded in
Conveyance Book J-8, page 67, conveyance records of East ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, Louisiana,
hereafter referred to as "The Premises," or "The Leased Premises."
1. USE OF THE PREMISES.
1.1 LESSEE'S USE. LESSEE may use the premises as a training center
and conference center for executive officers and other
business persons, as well as for construction of buildings and
other housing for personnel and trainees, and for any related
purposes, including but not limited to landscaping and
beautification.
1.2 OWNER'S USE.
1.2.1 GENERAL USE. OWNER may enter those portions of the
premises which are not in use by LESSEE, and may use
those portions in any way which does not interfere
with Lessee's use of the premises.
1.2.2 MINERALS. LESSEE's rights shall be subordinate to
OWNER's right to grant mineral leases of the property
and otherwise utilize the property for mineral
purposes, including the transfer of mineral or
royalty interests therein and unitization of the
property with other lands for mineral purposes;
however, in utilization of any such rights, OWNER
shall have no right to use or disturb the surface of
the premises without Lessee's consent.
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2. TERM OF LEASE. This lease is for a term of twenty-five [25] years,
beginning on November 20, 1991, and ending on November 20, 2016,
subject to the limitations, terms and conditions set forth hereafter.
3. RENTAL. LESSEE shall pay as rental $6,000.00 annually, payable on or
before January 2 of each year, beginning on January 2, 1992.
4. MAINTENANCE OF THE PREMISES. LESSEE acknowledges that the premises are
in good condition, accepts the premises in such condition and agrees to
keep them in such condition during the term of the lease and to deliver
them to OWNER is such condition at termination of the lease.
5. ADDITIONS TO THE PREMISES. LESSEE may make additions to the premises,
including structures for housing the activities of LESSEE under this
lease. All such improvements shall become the property of OWNER at
termination of the lease without further cost to OWNER, except as
provided in Paragraph 14 hereafter. In case of fire or other casualty
or accident which wholly or partially destroys any additions, LESSEE
shall rebuild such additions as quickly as practicable, and shall not
be entitled to any reduction or remission of rentals during the period
of any rebuilding or construction.
6. DAMAGES AND INJURIES; WAIVER AND ASSUMPTION OF LIABILITY. OWNER shall
not be responsible for any damage to LESSEE or to any other person
whatever or for any other loss, injury or damage arising out of the
leased premises or this lease. LESSEE shall hold OWNER free from any
responsibility for injury or damages to LESSEE or to any other person
and to any property of LESSEE or any other person arising from the
condition, state of repair, upkeep or maintenance of the leased
premises, or lack thereof, or of Lessee's operation, possession,
occupancy, or use of the leased premises, including that resulting from
any vice or defect of the premises, whether such damage occurs on or
off the leased premises. LESSEE assumes all such liability, and shall
indemnify and hold OWNER free from any liability for any such damages
or injuries, including any attorney's fees and costs in defending
claims resulting from such damages or injuries.
7. ASSIGNMENT AND SUBLEASE. LESSEE may not sublease the premises without
OWNER's written consent, but may assign this lease. In the event of
such an assignment, LESSEE shall remain liable to OWNER for all
obligations of LESSEE under this lease, and the assignee shall become
an additional LESSEE for all purposes under this lease.
8. INSURANCE AND TAXES
8.1 LIABILITY INSURANCE. LESSEE shall furnish a certificate of
insurance showing a policy of comprehensive liability
insurance in effect at all times during the term of this
lease, with policy limits of not less than $3,000,000.00 per
occurrence for personal injury and property damage liability,
covering all liabilities assumed by LESSEE herein, and naming
OWNER[s] as additional insureds under the policy and providing
in the policy that OWNER will be notified in the event of
cancellation of the policy.
8.2 PROPERTY DAMAGE INSURANCE. LESSEE shall carry comprehensive
property damage insurance, including fire, windstorm, tornado,
explosion and general risk insurance, up to the full insurable
value of all improvements placed on the leased premises.
8.3 WORKERS COMPENSATION. LESSEE shall carry workers' compensation
insurance in not less than the minimum amount necessary to
meet the requirements of the Louisiana workers' compensation
laws.
8.4 AD VALOREM TAXES. LESSEE shall pay all ad valorem property
taxes on the leased premises and any improvements thereto.
8.5 FAILURE TO MAINTAIN INSURANCE. In addition to any other
provision or remedy provided herein, if LESSEE fails to obtain
or maintain any insurance required by this lease, or pay any
taxes or other
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assessments required by this lease, OWNER shall have the
option, after fifteen [15] days' written notice to LESSEE, to
obtain such insurance or pay such taxes or assessments at
LESSEE's cost. Any sums so advanced shall be secured as
rentals due under the terms of this lease and shall bear
interest at the rate of 12% per annum from the date of the
advance.
9. UTILITIES. LESSEE shall pay all charges for utility service to the
premises.
10. DEFAULT.
10.1 The following actions or inactions by LESSEE shall constitute a
default under this lease:
10.1.1 Violation of any covenant, condition or obligation of
this lease;
10.1.2 Discontinuance of use of the premises for the purpose
of which leased, or failure to actively conduct the
business intended under this lease on the leased
premises;
10.1.3 Failure to promptly pay rentals, to provide insurance
required, to pay insurance premiums, or to pay
utility bills or other expenses or obligations of
LESSEE under this lease;
10.1.4 Adjudication of LESSEE as a bankrupt, or appointment
of a receiver or trustee to take charge of the
property or any portion thereof;
10.1.5 Placement of LESSEE in receivership;
10.1.6 Insolvency of LESSEE, or failure of LESSEE in
business;
10.1.7 Use of the premises or any portion thereof for any
unlawful purpose.
10.1.8 Commission or tolerating the commission of any
nuisance or act of waste, or of any act punishable by
penalty, fine or imprisonment under the laws of East
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the State of Louisiana or the
United States;
10.2 In the event of default, OWNER, at OWNER's option, may:
10.2.1 Accelerate the rental for the whole of the unexpired
term, which rental shall become immediately due;
10.2.2 Immediately cancel this lease;
10.2.3 Proceed for collection of past due installments only,
reserving OWNER's right to later proceed for
collection of the remaining installments; or
10.2.4 Re-enter the premises and lease them for such price
and on such terms as may be immediately obtainable,
in OWNER's discretion, and apply the net amount
realized to payment of rent due by LESSEE.
10.3 If OWNER elects to accelerate the rental for the unexpired
term of the lease, then OWNER, at OWNER's option, shall have
the further option to re-enter the premises and to attempt to
lease them for such rental and on such terms as OWNER may be
able to obtain, in reduction of the amount due OWNER, or, if
OWNER is unable to lease the premises, to let the premises on
a month-to-month basis, and credit the net amount realized on
the payment of the rental due for the full unexpired term of
the lease, reserving the right to ▇▇▇ thereafter for any
balance remaining due after credit for the rental actually
received or estimated to be received. Any balance thus due
shall be considered rental due under this lease, and shall be
secured by lessor's privilege and right of detention. Exercise
of this right of re-entry and privilege to re-let shall not
prejudice OWNER's
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right to hold LESSEE responsible for any amount due under this
lease in excess of the amount for which the property is
re-let.
10.4 If LESSEE fails or refuses to permit OWNER to re-enter the
premises, OWNER may eject LESSEE according to Louisiana law,
including but not limited to the provisions of Louisiana Code
of Civil Procedure articles 4701-4735, without forfeiting any
of OWNER's rights under the other terms of this lease, and
OWNER may at the same time or subsequently ▇▇▇ for any money
due or to enforce any other rights of OWNER.
10.5 Should OWNER choose to cancel the lease, LESSEE waives the
right to written notice to vacate and agrees to immediate
eviction proceedings without such notice. In such case, LESSEE
shall remain responsible for all damages or losses suffered by
OWNER. LESSEE waives any requirement for putting in default
for any breach of this lease, except as otherwise provided
herein.
10.6 Failure to strictly and promptly enforce the conditions set
forth above shall not operate as a waiver of OWNER's rights.
OWNER reserves the right to enforce prompt payment of rent or
to terminate this lease regardless of any indulgences or
extensions previously granted. OWNER's acceptance of any
rentals in arrears, or after institution of suit shall not
constitute a waiver of notice or suit, or of any other rights
of OWNER.
11. ATTORNEY'S FEES. Should it become necessary for either party to employ
an attorney to enforce any claim or protect any right of either party
arising from this lease, the party whose action or inaction
necessitates such employment shall pay, in addition to any other
charges or amounts due by that party, a reasonable attorney's fee.
12. CHANGES IN LEASE. No change or modification of this lease shall be
binding unless evidenced by an agreement in writing signed by OWNER and
LESSEE.
13. NOTICES. All notices required to be given under this lease shall be in
writing by certified or registered mail, addressed to the parties at
their respective addresses set forth at the beginning of this lease, or
at any change of address given to either party by the other in writing.
14. OWNER'S OPTION TO BUY OUT LEASE.
14.1 After nine [9] years from the date of this lease, OWNER may,
by giving one year's notice to LESSEE, purchase LESSEE's
rights under this lease, and terminate the lease, on the
following terms and conditions:
14.1.1 The price for such buy-out shall be the fair market
value of all leasehold improvements placed on the
premises by LESSEE.
14.1.2 After receiving written notice, LESSEE shall have one
[1] year in which to vacate the premises. All
improvements to the premises shall become the
property of OWNER.
15. SUCCESSION IN TITLE. This lease binds each of the parties and their
respective heirs, successors and assigns. All of the terms hereof,
including the provisions against sublease, apply to any persons or
legal entities claiming by or through either party.
DONE AND SIGNED by the parties on _____________________________, 1991
in the presence of the subscribing witnesses.
WITNESSES:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Owner
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Owner
▇▇▇▇▇▇ GROUP, INC. Lessee
BY:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
and Chief Financial Officer
