We are striving to be Singapore's TOP BEST MOST AFFORDABLE maid agency - LOWEST PACKAGE PRICE unmatched
We have been interviewed thrice by The Straits Times and featured in their newspaper article on 23 Apr,30 Nov 2020 11 Jan 2021; and four times in The New Paper on 17 Apr,23 Apr,18 Jun 2020 11 Jan 2021 respectively.
MOM has announced a new advisory for overseas FDWs entering Singapore. They will serve their 14-day SHN at a dedicated SHN facility and take a COVID-19 test before their SHN is over. The total cost is either $1,125 (twin sharing room including COVID-19 test) or $1,625 (single room including COVID-19 test). We will co-share and shoulder half of this cost with our employers . Instalment Payment Plan is also available. You may choose to spread your payment over 2 to 5 months. We are doing this to lighten the financial burden of everyone, so that no one individual needs to feel the full weight of the cost involved here. Please inform us if you prefer to pay by instalment.
We will state out clearly here with full transparency our final Nett amount payable for each of the 2 package options (Option A and Option B). For Option C, please go to our Fees page.
It may also be paid from any account which enjoys the facility of paying income tax online. If the customers bank is listed then the next step we take is to log in at tin-nsdl.com. The third step involves going to services and selecting e payment as an option and Challan No. ITNS 280 is selected.
@ 3:00 pm all parts of term. Cancellation of Spring (202120) Term January 12, 2021 @ 3:00 pm all parts of term. Cancellation of Spring 17,16, and 1st 8 week classes Thursday January 21, 2021 @ 9:00 am. Cancellation of 14 week classes Monday February 1, 2021 @ 9:00 am.
Option 2: Enter a plea of no contest, send a letter of explanation, and pay the court the amount of the presumptive fine written on the front of your citation. A judge will review your letter of explanation. You can call or email to check the status of your case. Option 3: Enter a plea of not guilty and request a trial.
Instalment Payment Plan is also available. You may choose to spread your payment over 2 to 5 months. We are doing this to lighten the financial burden of everyone, so that no one individual needs to feel the full weight of the cost involved here. Please inform us if you prefer to pay by instalment.
Package Option (A) applies to a Transfer maid.
Package Option (B) applies to an Ex-Singapore maid.
Definition of a Transfer maid: A domestic helper who will be transferring to work for a different employer with a written consent, also known as transfer paper or consent form, from her current employer to do so. This helper is also commonly referred to as Transfer helper.
Definition of an Ex-Singapore maid: An experienced domestic helper who has worked before in Singapore and is currently back in her home country.
TRANSFER MAID
Agency fee $1980 + Maid insurance $239 + MOM fee $70 = $2289 NETT (NO MAID LOAN*, NO PLACEMENT FEE NO ANY OTHER FEES e.g. medical examination fees transport fees etc, as we will absorb all these fees).
*Subjected that the maid has no balance loan.
Package Option (A) includes 6-months guarantee with 1 free replacement of maid.
EX-SINGAPORE MAID
No other fees involved (e.g. medical examination fees transportation fees etc) as we will absorb all these fees in our agency fee of $680. We charge only 3 things:
Maids loan. This is deducted from your maids salary.
Agency fee $680
Maid insurance
Thats it. Nothing else.
You shall pay your maids loan upfront to us. Therefore you DO NOT need to pay salary to your maid for the FIRST 3.5 MONTHS. In other words, you will only START to pay salary to your maid from the 4th month.
Package Option (B) includes 12-months guarantee with 1 free replacement of maid. 10
ACCREDITION 200
FEATURED MAIDS 2569
HAPPY CUSTOMERS Lowest Price Package Singapores Most Affordable and Cheapest Maid Agency RELEASE YOUR HELPER TO US
Given the current COVID-19 situation, there are some employers who may be facing financial difficulty to upkeep and pay their helpers. You may release your helper to us at NO charges and costs. We will bear your helper's food and accommodation while she is with us. You do NOT need to pay anything to us. Your helper will also incur NO deduction, NO salary cut NO placement fee when we transfer her to a new employer. You can entrust your helper to us. INSTALMENT PAYMENT PLAN
Instalment Payment Plan is available to all our customers and employers. You may choose to spread your payment over 2 to 5 months. Please inform us if you prefer to pay by instalment. TRANSFER HELPER SEEKING EMPLOYER Option 3 May 1st Payments
If you are a Foreign Domestic Worker (FDW) or helper who is looking for an employer to transfer, you may approach us for help. We will arrange interview for you and our prospective employers. However, you may need to obtain consent from your current employer (Consent to transfer) first. There is NO deduction, NO salary cut, NO placement fee NO loan deduction when we transfer you to a new employer. This leads to a more happier working relationship with your new prospective employer. FRANCHISE WITH US!
Start a Franchise with us from as little as S$70k as we seek to expand with you. You do not need to break your bank to start a franchise. Our sole objective is to expand steadily and progressively. We will support you from ground level all the way up. Contact us at 69707155 or 69707156 for more information.
I have to say that the integrity and honesty of the staff in Maid Avenue is unmatched of compared to other maid agencies.
Totally impressed with the helpfulness of the staff
The agency attend to us immediately when we have issues with our helper. The staff is very caring and sincere in helping us
Exhibit 10.12
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.
LEASE AGREEMENT WITH OPTION TO PURCHASE
THIS LEASE AGREEMENT WITH OPTION PURCHASE (Agreement) is entered into as of the 1st day of October, 2011, (EffectiveDate) by and between Mass Prentiss Blackwell, Jr. (the Landlord), and Green Field Energy Services, L.L.C. (the Tenant).
I . LEASE AGREEMENT :
1. Lease . Landlord hereby leasesto Tenant and Tenant hereby leases from Landlord that certain real property consisting of three distinct tracts (the Hickory Pit, Nicholson Tract A, and Nicholson Tract B, together theTracts),containing in the aggregate 801.6 acres as more particularly described on Exhibit A attached hereto, together with Landlords interest in any strips or gores between such tract and abuttingproperties, whether owned or claimed by deed, limitations, or otherwise, and all easements and rights-of-way thereon, and all rights and appurtenances pertaining thereto, if any (Land), together with any buildings and improvements on theLand (collectively, the Building) (the Land and Building, collectively, the Leased Premises).
ThisLease is granted for, among other things, the purpose of enabling and permitting Tenant to mine sand, aggregate, clay gravel, and earthen material from the Leased Premises, and to conduct any and all operations necessary to such mining operations,including the construction of buildings, structures, washing plants, roads, railroad switching and spur tracks, electric lines, conveyor systems, pipelines, ponds, discharge piles and all other structures or constructions, which may be necessary orconvenient to sand, aggregate, gravel, clay, and earthen material operations.
2. Term of Lease . This Lease shall beeffective upon the Effective Date. The term of the Lease with respect to the Hickory Pit and the Nicholson Tract B shall commence on October 1, 2011 (the Hickory and NTB Commencement Date) and shall expire September 30, 2041(the Hickory and NTB Term). The term of the Lease with respect to Nicholson Tract A will commence upon a final non-appealable judgment, settlement, or order, quieting title in favor of Landlord (the NTA Commencement Date) andshall expire September 30, 2041 (the NTA Term). Notwithstanding anything to the contrary, this Lease shall terminate with respect to a specific Tract at such time, if ever, that Tenant or its successors or assigns acquire such Tractfrom Landlord pursuant to the Option(s) to purchase granted in Section II below.
3. Use . Tenant may occupy anduse the Leased Premises during the Term for purposes of the operation of a sand, aggregate, gravel, clay, and earthen materials mine and related business offices or for any other lawful purposes. Tenant shall have the exclusive mine operating rightsincluding but not limited to mining, excavating, processing, loading, hauling,
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
trucking and delivery of any and all sand, aggregate, gravel, clay and earthen material located on, in, orunder the Leased Premises. Tenant warrants that Tenants use shall comply with all applicable laws, ordinances, rules and regulations (Laws). Tenant may operate during such days and hours as Tenant may determine, without theimposition of minimum or maximum hours of operation by Landlord and Tenant shall have access to the Leased Premises, and may operate, 24 hours per day, seven (7) days per week, 365 days per year, subject to applicable Laws.
Any roads, railroad facilities, washing plants and other facilities or structures constructed or placed on the Leased Premises by Tenantmay be used by Tenant in connection with sand, aggregate, gravel, clay, and earthen material operations conducted by Tenant upon the Leased Premises and other properties operated by the Tenant. In addition to its other rights, and without regard tomining operations on the Leased Premises, Tenant may construct electric lines, telephone lines, conveyor systems, pipelines, railroads and operate trains, and/or roads, and operate trucks upon the same for the removal and transportation of sand,aggregate, gravel, clay, and earthen material from the Leased Premises and from other properties operated by Tenant. Tenant has the right to cut, remove, use and/or dispose of all timber growing on the Leased Premises which it is necessary to use orremove for the proper mining of sand, aggregate and gravel, or for constructing roads, railroad tracks and spurs on said Leased Premises.
Tenant shall have the right to terminate this Lease with respect to the Hickory Pit or the Nicholson Property at any time upon 90 days written notice. In the event of such termination, all Tenantsrights in and to the Hickory Pit or the Nicholson Property (as applicable) and any obligations of Tenant under the terms hereof, shall cease and terminate as to the applicable portion of the Leased Premises. Provided, however, that upon terminationof this Lease with respect to either or both of the Hickory Pit or Nicholson Property for any reason, the rights of Tenant with respect to the facilities placed on the applicable Leased Premises and in and to the surface of the Leased Premises shallcontinue so long as Tenant continues the transporting of sand, aggregate, gravel, clay, and earthen material gravel thereon, and Tenant shall have the right to remove from the applicable Leased Premises all of its property and equipment, it beingdistinctly agreed and understood that all property placed by Tenant upon the Leased Premises shall at all times remain movable property and remain Tenants property.
4. Deposit; Lease Payments; Royalties .
(a) Hickory Pit Rent .Tenant shall pay Landlord the total sum of up to [***] DOLLARS ([***]) for the lease and operating rights of the property described as the Hickory Pit, (the Hickory Rent) as follows: (1) [***] DOLLARS ([***]) which was paid byTenant upon execution of the Letter of Intent dated July 14, 2011, as amended, and which is hereby credited against the Hickory Rent; (2) [***] DOLLARS ([***]) represented by the forgiveness of such amount by Tenant in favor of Landlordunder that certain [***] promissory note dated September 26, 2011, with Landlord as maker and Tenant as Lender; and (3) payment of [***] Dollars ([***]) within one year from the date on which Tenant begins selling refined fracsand mined from the Hickory Pit.
(b) Nicholson Property Rent . Tenant shall pay Landlord the total sum of up to[***] DOLLARS ([***]) for the lease and operating rights of the property described as the Nicholson
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Property (the Nicholson Rent, together with the Hickory Rent, the Base Rent),as follows: (1) [***] DOLLARS ([***]) paid by Tenant upon execution of the Letter of Intent dated July 14, 2011, as amended, which is hereby credited against the Nicholson Rent; (2) [***] DOLLARS ([***]) represented by the forgivenessof such amount by Tenant in favor of Landlord under that certain [***] promissory note dated September 26, 2011, with Landlord as maker and Tenant as Lender and (3) payment of [***] DOLLARS ([***]) within one year from the date on which afinal, non-appealable judgment is rendered quieting title to Nicholson Tract A in favor of Landlord, or from the date on which Tenant begins selling refined frac sand removed from the property, whichever is later .
(c) Additional Rent Royalties. As additional rent, Landlord shall be paid royalty fees for material removedfrom the Leased Premises according to the following royalty fee schedule: (1) [***] per ton for 67 or larger Gravel; (2) [***] per ton for Gravel smaller than 67; (3) [***] per ton for specialty sand to include but not limited toMason sand, Blasting sand, and API Certified Frac Sand; and (4) [***] per ton for other clay or earthen material removed including fill and concrete sand. Each installment of royalty payments shall be due and payable on or before the 20 th day of each calendar month for the preceding months royalties.
The term of said royalties shall be coexistent with the term of the Lease, unless said royalties are terminated in accordancewith the terms herein. In no event shall the royalties paid for material removed from the Nicholson Property exceed [***] DOLLARS ([***]) during the three (3) year period following the Effective Date of this Lease. Notwithstanding anything tothe contrary, all royalty payments with respect to the (a) Hickory Pit shall terminate at such time, if ever, that Tenant or its successors or assigns acquire the Hickory Pit from Landlord pursuant to the Option to purchase granted in Section 16(a) below, and (b) Nicholson Property shall terminate at such time, if ever, that Tenant or its successors or assigns acquire the Nicholson Property from Landlord pursuant to the Option to purchase granted in Section 17(a) below.
The additional rent and the Base Rent are collectively, the Rent.
5. Utilities . Payment for Utilities (as defined herein) will be the responsibility of the Tenant; provided, however, that Landlordis solely responsible for ensuring the Leased Premises are in such condition that the utility companies can properly connect and provide all of the services used by and in connection with the Leased Premises during the term of the Lease. Landlordagrees not to alter or allow the alteration of any Utility without the prior written consent of Tenant. As used herein, the term Utilities shall include electricity, telephone, gas, water, and wastewater service to the Leased Premises.
6. Taxes . Landlord shall be responsible for all real estate and public improvement taxes, ad valorem taxes, andsimilar taxes and assessments against the Leased Premises. Further, Landlord will also pay, if required, any Louisiana State sales tax.
7. Maintenance, Repair Alterations, Liens, and Signage . Tenant, at its expense, may make any alterations, changes, improvements, or additions to the Leased Premises, to prepare and make the LeasedPremises suitable for Tenants contemplated use. Any alterations, changes, improvements or additions to the Leased Premises shall remain with the Leased Premises upon termination of the Lease unless the same can be removed without materiallydamaging the Leased Premises.
*** Certain information in thisdocument has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Tenant shall have the right to display such signage on the Leased Premises as Tenant desiresprovided that such signage shall in all respects comply with all applicable laws and restrictions and Tenant shall be solely responsible for obtaining any required permit or governmental approvals.
Tenant will keep the Leased Premises free and clear of all mechanics and materialmens liens and other liens on account of work donefor or by Tenant or persons claiming under it. Should any such lien be filed against the Leased Premises, Tenant shall, within thirty (30) days of written notice from Landlord of the filing of the lien, fully discharge the lien by settling theclaim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien law.
Landlord will keep the Leased Premises free and clear of all mechanics and materialmens liens and other liens on account of workdone for or by Landlord or persons claiming under it. Should any such lien be filed against the Leased Premises, Landlord shall, within thirty (30) days of notice from Tenant of the filing of the lien, fully discharge the lien by settling theclaim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien law
8. Insurance .
(a) Tenants Insurance . During the Term of this Lease, Tenant shall procure and maintain in full force and effect (i) Tenant insurance covering Tenants contents in the LeasedPremises, (ii) with respect to the Leased Premises comprehensive general liability insurance in a minimum amount of $3,000,000.00 per occurance with Landlord and its Lender as additional insureds. Each policy obtained by Tenant shall providethat the insurer shall give to Landlord thirty (30) days written notice prior to any cancellation of the policy, and must be issued by a company authorized to do business in the State of Louisiana.
(b) Notwithstanding anything in this Lease to the contrary, as long as their respective insurers so permit, Landlord and Tenant willcause their respective insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other and their respective trustees, principals, beneficiaries, partners, members, officers, directors, agents,advisors, shareholders, and employees, for any loss or damage that may occur to Landlord or Tenant or any party claiming by, through or under Landlord or Tenant, as the case may be, with respect to Tenants property, the Leased Premises, anyadditions or improvements to the Leased Premises, or any contents thereof.
9. Delivery and Quiet Enjoyment . Landlordshall deliver the Leased Premises on the respective Commencement Dates free of any parties in possession, and shall provide Tenant with quiet enjoyment without interference thereafter during the Term.
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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10. Title . Landlord warrants further that no third party has superior title orinterest in the Leased Premises, and that no prior or existing interest shall interfere with the terms of the subject Lease. Landlord shall not interfere with Tenants right to quiet enjoyment of the Premises. Landlord represents and warrantsto Tenant that as of the Effective Date other than the mortgages and security agreements in favor of Hancock Bank and CNH Capital America, there will be no monetary liens of any type whatsoever encumbering the Leased Premises. [We needNDAs from Lenders]
11. Damage, Destruction, or Condemnation .
(a) If at any time during the Term, all or any portion of the Leased Premises shall be damaged or destroyed by fire or other casualty,Landlord shall repair the damage within a reasonable period of time and the Rent hereunder shall be equitably abated during the repair period. If the damage is not repaired within one hundred twenty (120) days after the casualty, Tenant mayelect to give notice to Landlord of Tenants intent to purchase the Property pursuant to the terms of Section II of this Agreement, except that the purchase price will be reduced by an amount necessary to restore the Leased Premises to itsprior condition.
(b) (i) If at any time during the Term all of the Leased Premises shall be subject to a takingor be condemned under a power of eminent domain or by any conveyance in lieu thereof, this Agreement shall terminate and expire on the date of such taking and the Rent and other sums payable to Landlord shall be apportioned and paid by Tenant toLandlord to the date of such taking.
(ii) If, at any time during the Term, less than substantially all of the LeasedPremises shall be taken in condemnation proceedings or by any right of eminent domain, or by any conveyance in lieu thereof, the Rent shall be equitably abated and Landlord shall commence and thereafter proceed with reasonable diligence to repair,alter and restore the remaining part of the Leased Premises so as to constitute completed improvements, subject to such changes or alterations as Landlord and Tenant agree to make.
(iii) Notwithstanding anything to the contrary, Tenant shall have the right to make a separate claim against the condemning authorityfor the reasonable value of Tenants leasehold estate, trade fixtures, furniture, personal property, interruption and/or dislocation of business in the Leased Premises, loss of good will and for moving and remodeling expenses and thedepreciated book value of any leasehold improvements made by Tenant on or to the Leased Premises. If Tenant cannot by law make a separate claim and Tenants claim must be embodied in Landlords claim for a condemnation award, to the extentLandlords award includes an award for the items set forth in this Section 11 , Landlord shall pay over such portion of the award to Tenant.
All repairs, alterations of restorations undertaken by Landlord pursuant to this Section 11 shall be completed diligently in a good and workmanlike manner and Landlord will assign anywarranties relating thereto to Tenant.
*** Certain information inthis document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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12. Landlord Right of Access . Landlord has the right with no less than 24 hoursnotice to Tenant, bona fide emergencies excepted, to enter the Leased Premises periodically for inspection or in connection with the improvement or repair of and the providing of utilities and other services to the Leased Premises.
13. Indemnification, Defense and Hold Harmless Obligations. Except for the negligence or willful misconduct of Landlord, itsemployees and agents, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord and its officers, directors, members and employees (each, a Landlord Party) from and against any and all losses,liabilities, damages, costs and expenses (including reasonable attorneys fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in the Leased Premises orcaused by Tenants use and operation of the Leased Premises or the Property. If any action or proceeding is brought against any Landlord Party by reason of any such claim, then Tenant, upon notice from Landlord, shall defend the claim atTenants expense with counsel of Tenants choice. Except for the gross negligence or willful misconduct of Tenant, its employees and agents, and to the extent permitted by law, Landlord agrees to indemnify, defend and hold harmless Tenantand its officers, directors, members and employees (each, a Tenant Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) resulting from claims by third partiesfor injuries to any person and damage to or theft or misappropriation or loss of property occurring in the Leased Premises or arising from Landlords breach of any of its obligations hereunder. If any action or proceeding is brought against anyTenant Party by reason of any such claim, then Landlord, upon notice from Tenant, shall defend the claim at Landlords expense with counsel of Landlords choice.
14. Lease Defaults; Remedies .
(a) Except as specifically provided herein,in the event of any default by Landlord or Tenant in its respective obligations under this Lease, the other party shall not have the right to bring any action or make any claim because of such default until the defaulting party fails to cure suchdefault within (i) thirty (30) days after receipt of written notice of any non-monetary default from the non-defaulting party, or (ii) fifteen (15) days after receipt of written notice of any monetary default from thenon-defaulting party. However, if the default is of such nature that it cannot readily be cured within such thirty (30) day period, an action or claim may not be brought by the non-defaulting party so long as the defaulting party commences tocure such default within such thirty (30) day period and diligently pursues such cure continuously thereafter.
(b) Inthe event of a default by Tenant of its obligations hereunder that Tenant does not cure within the period set forth in Section 14(a) above, Landlords remedies for Tenants default are to sue for damages and/or pursue any otherremedy that Landlord may have at law or in equity.
(c) In the event of a default by Landlord of its obligations hereunder thatLandlord does not cure within the period set forth in Section 14(a) above, Tenants remedies for Landlords default are to sue for damages and/or pursue any other remedy that Tenant may have at law or in equity.
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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(d) It is not a waiver of default if the non-defaulting party fails to declare immediately adefault or delays in taking any action. Pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or provided by law. Landlord and Tenant have a duty to mitigate damages.
15. Hunting Rights . Landlord, personally, maintains hunting rights on the Leased Premises for the Term of the Lease, however, suchrights must not interfere with Tenants operations.
II . OPTION AGREEMENT :
The Hickory Option, the Nicholson Option One and the Nicholson Option Two below are each separate and distinct options available to theTenant, and the exercise of one (whether or not such exercise is subsequently terminated) will in no way affect or preclude Tenant from exercising any of the other options.
16. Hickory Option .
(a) Grant of Option . Landlord does herebygrant to Tenant the exclusive right and option (Hickory Option) to purchase from Landlord, at any time during the period of one year from the date on which Tenant begins selling refined frac sand mined or excavated from the LeasedPremises, subject to the terms and conditions set forth herein, the following (collectively referred to as the Hickory Property):
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(i) all of Landlords rights, title, interest, privileges and easements appurtenant to the property referred to as the Hickory Pit together with any buildings and other improvements located thereon;
(ii) All of Landlords interest in and to all minerals, oil, gas, other hydrocarbon substances, geothermal rights andother minerals on or under the Hickory Property;
(iii) Any and all water rights held by Landlord, whether or not appurtenantto the Hickory Property, and any rights to receive water from any source whatsoever;
(iv) All of Landlords tangiblepersonal property permanently affixed to or located on the Hickory Property, if any; and
(v) All of Landlords rights,titles, and interests in and to any and all leases, licenses, permits or other agreements relating to the Hickory Property.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(b) Hickory Option Fee . Landlord acknowledges that Tenant has delivered to Landlordthe amount of $100.00 (Hickory Option Fee), and other good and valuable consideration, as independent consideration for the grant of the Hickory Option to Tenant. The Hickory Option Fee shall be immediately nonrefundable and shall not beapplied to the Hickory Option Purchase Price (defined below).
(c) Exercise of Hickory Option . In the event Tenantelects to exercise the Hickory Option, Tenant shall give written notice of such election to Landlord. On the date that is thirty (30) days after the delivery of such notice to Landlord (the Hickory Closing Date), Landlord shall selland convey the Hickory Property to Tenant, and Tenant shall purchase and accept the Hickory Property from Landlord, subject to the terms and conditions set forth herein (the Hickory Closing).
(d) Hickory Option Purchase Price; Inspections.
(i) If Tenant exercises the Hickory Option, the total purchase price to be paid by Tenant to Landlord for the Hickory Property shall be the total sum of [***] DOLLARS ([***]) (Hickory OptionPurchase Price), subject to the adjustments and credits below. The Hickory Option Purchase Price shall be decreased by a sum equal to Ninety Percent (90) of any and all payments made to Landlord by or on behalf of Tenant for the HickoryPit including but not limited to (A) the Hickory Rent of [***] DOLLARS ([***]), and (B) the [***] DOLLARS ([***]) paid to Landlords affiliate Blackwell Aggregates, Inc. for the purchase of the assets located on the Hickory Pit.
(ii) The balance of the Hickory Option Purchase Price shall be paid in cash at the Closing.
(iii) Commencing on the date that Tenant exercises the Hickory Option as provided above and continuing until the Hickory Closing Date,Tenant and its agents may conduct such tests, studies, inspections, surveys, environmental assessments, surveys and title reviews (Hickory Inspections) as Tenant may desire to obtain or perform relating to title to the Hickory Propertyor the physical condition of the Hickory Property or any other element or aspect of the Hickory Property, and Landlord hereby grants Tenant and its agents permission to perform such Hickory Inspections. If Tenant, in its sole discretion, concludesthat the physical condition of the Hickory Property or any other element or aspect of the Hickory Property is not acceptable, Tenant may terminate its obligations with respect to the purchase of the Hickory Property under the Hickory Option byproviding written notice to Landlord but this Agreement will continue in full force and effect with respect to the Lease.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(e) Hickory Closing.
(i) At the Hickory Closing, all of the following shall occur, all of which shall be deemed concurrent conditions:
(1) Landlord shall convey good, marketable, and fully warranted, fee simple title to the Hickory Property to Tenant by Act of Cash Sale(the Hickory Deed), and where appropriate, bills of sale and/or assignments, subject only to the Permitted Encumbrances, if any, but in any event free and clear of all liens and monetary encumbrances other than those which secure paymentof current real property taxes levied against the Hickory Property.
(2) Tenant shall deliver balance of the Hickory OptionPurchase Price.
(3) Landlord shall deliver possession of the Hickory Property to Tenant, free and clear of all tenancies andparties in possession and the Lease with respect to the Hickory Pit shall terminate.
(ii) Each party shall timely depositsuch deposits, monies, and documents with the title company of Tenants choice as may be reasonably requested by Tenant or by said title company or as are necessary for the conveyance of the Hickory Property in accordance with the HickoryOption terms set forth herein. After the Hickory Closing, Tenant and Landlord agree to promptly execute such further documentation and take such further acts as are reasonably required to accomplish or properly document or verify the conveyance ofthe Hickory Property in accordance with the terms of the Hickory Option contained herein.
(iii) Tenant shall pay for theowners title policy, all recording and transfer taxes, escrow fees and all other closing costs with respect to the Hickory Closing. Ad valorem and similar taxes and assessments relating to the Hickory Property shall be prorated between theparties as of the Hickory Closing Date. Each party shall pay the fees incurred by its own legal counsel.
17. NicholsonOptions . Nicholson Option One and Nicholson Option Two shall be collectively referred to as the Nicholson Options
(a) Grant of Nicholson Option One . Landlord does hereby grant to Tenant the exclusive rights and option (Nicholson Option One) to purchase from Landlord, at any time during the periodof one year from the Tract A Commencement Date, subject to the terms and conditions set forth herein, the following (collectively referred to as the Nicholson Property):
(i) all of Landlords rights, title, interest, privileges and easements appurtenant to the property referred to as Nicholson TractA and Nicholson Tract B (collectively referred to as the Nicholson Land) together with any buildings and other improvements located thereon;
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(ii) All of Landlords interest in and to all minerals, oil, gas, other hydrocarbonsubstances, geothermal rights and other minerals on or under the Nicholson Property;
(iii) Any and all water rights held byLandlord, whether or not appurtenant to the Nicholson Property, and any rights to receive water from any source whatsoever;
(iv) All of Landlords tangible personal property permanently affixed to or located on the Nicholson Property, if any; and
(v) All of Landlords rights, titles, and interests in and to any and all leases, licenses, permits or other agreementsrelating to the Nicholson Property.
(b) Grant of Nicholson Option Two . In the event that the Royalty Payments paid toLandlord from the Nicholson Property total [***] DOLLARS ([***]) within the period of three (3) years following the Effective Date, Landlord does hereby grant to Tenant the exclusive right and option (Nicholson Option Two) topurchase the Nicholson Property from Landlord subject to the terms and conditions set forth herein.
(c) Nicholson OptionsFee . Landlord acknowledges that Tenant has delivered to Landlord the amount of $100.00 (Nicholson Options Fee), and other good and valuable consideration, as independent consideration for the grant of the Nicholson Options to Tenant.The Nicholson Options Fee shall be immediately nonrefundable and shall not be applied to either the Nicholson Option A Purchase Price or Nicholson Option B Purchase Price (defined below).
(d) Exercise of Nicholson Options . In the event Tenant elects to exercise either of the Nicholson Options, Tenant shall givewritten notice of such election to Landlord. On the date that is thirty (30) days after the delivery of such notice to Landlord (the Nicholson Closing Date), Landlord shall sell and convey the Nicholson Property to Tenant, andTenant shall purchase and accept the Nicholson Property from Landlord, subject to the terms and conditions set forth herein (the Nicholson Closing).
(e) Nicholson Options Purchase Price; Inspections.
(i) The totalpurchase price to be paid by Tenant to Landlord for the Nicholson Property if Tenant exercises the Nicholson Option One shall be the total sum of [***] DOLLARS ([***]) (Nicholson Option One Purchase Price) subject to the adjustments andcredits below. The Nicholson Option One Purchase Price shall be decreased by a sum equal to [***] of any and all payments made to Landlord by or on behalf of Tenant for the Nicholson Property including but not limited to the Nicholson Rent of [***]DOLLARS ([***]).
(ii) The total purchase price to be paid by Tenant to Landlord for the Nicholson Property if Tenantexercises the Nicholson Option Two shall be the total sum of [***] DOLLARS ([***]) (Nicholson Option Two Purchase Price).
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(iii) The balance of the respective Nicholson Options Purchase Prices shall be paid in cashat the Nicholson Closing.
(iv) Commencing on the date that Tenant exercises either of the Nicholson Options as providedabove and continuing until the Nicholson Closing Date, Tenant and its agents may conduct such tests, studies, inspections, surveys, environmental assessments, surveys and title reviews (Nicholson Inspections) as Tenant may desire toobtain or perform relating to title to the Nicholson Property or the physical condition of the Nicholson Property or any other element or aspect of the Nicholson Property, and Landlord hereby grants Tenant and its agents permission to perform suchNicholson Inspections. If Tenant, in its sole discretion, concludes that the physical condition of the Nicholson Property or any other element or aspect of the Nicholson Property is not acceptable, Tenant may terminate its obligations with respectto the purchase of the Nicholson Property under either of the Nicholson Options by providing written notice to Landlord but this Agreement will continue in full force and effect with respect to the Lease.
(f) Nicholson Closing.
(i) At the Nicholson Closing, all of the following shall occur, all of which shall be deemed concurrent conditions:
(1) Landlord shall convey good, marketable, and fully warranted, fee simple title to the Nicholson Property to Tenant by Act of Cash Sale (the Nicholson Deed), and where appropriate, bills ofsale and/or assignments, subject only to the Permitted Encumbrances, if any, but in any event free and clear of all liens and monetary encumbrances other than those which secure payment of current real property taxes levied against the Property.
(2) Tenant shall deliver balance of the applicable Nicholson Option One Purchase Price or Nicholson Option Two PurchasePrice.
(3) Landlord shall deliver possession of the Nicholson Property to Tenant, free and clear of all tenancies and partiesin possession and the Lease shall terminate with respect to the Nicholson Property.
(ii) Each party shall timely depositsuch deposits, monies, and documents with the title company of Tenants choice as may be reasonably requested by Tenant or by said title company or as are necessary for the conveyance of the Nicholson Property in accordance with the NicholsonOptions terms set forth herein. After the Nicholson Closing, Tenant and Landlord agree to promptly execute such further documentation and take such further acts as are reasonably required to accomplish or properly document or verify the conveyanceof the Nicholson Property in accordance with the terms of the respective Nicholson Options contained herein.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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(iii) Tenant shall pay for the owners title policy, all recording and transfer taxes,escrow fees and all other closing costs with respect to the Nicholson Closing. Ad valorem and similar taxes and assessments relating to the Nicholson Property shall be prorated between the parties as of the Nicholson Closing Date. Each party shallpay the fees incurred by its own legal counsel.
III . MISCELLANEOUS PROVISIONS :
18. Waiver of Lien . Landlord waives any and all rights, statutory or otherwise, to a Landlords lien on Tenantspersonal property.
19. Entire Agreement . This Agreement and any addenda or exhibits thereto constitute the entireagreement between Landlord and Tenant and supersede all previous agreements between Landlord and Tenant. No prior written or prior or contemporaneous oral promises or representations shall be binding between Landlord and Tenant. Section captionsherein are for convenience only and neither limit nor amplify the provisions of this Agreement.
20. FurtherInstruments . Landlord will, whenever and as often as it shall be reasonably requested to do so by Tenant, and Tenant will, whenever and as often as it shall be reasonably requested to do so by Landlord, execute, acknowledge, and deliver, orcause to be executed, acknowledged, and delivered, any and all instruments and documents as may be reasonably necessary in order to complete the transactions herein provided and to carry out the intent and purposes of this Agreement.
21. Commissions . Each party hereto agrees to indemnify and hold harmless the other party from and against any and all liabilities,costs, damages, and expenses of any kind or character arising from any claims for brokerage or finders fees, commissions, or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based uponalleged arrangements or agreements made by such party or on their behalf.
22. Time . Time is of the essence withrespect to the performance of all obligations provided in this Agreement and the consummation of all transactions contemplated by this Agreement.
23. Gender . Words of any gender used in this Agreement shall be held and construed to include any other gender, and words of a singular number shall be held to include the plural and vice versa,unless the context requires otherwise.
24. Counterparts . This Agreement may be executed in any number of counterparts,each of which shall be an original, but such counterparts together shall constitute one and the same instrument.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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25. Severability . In case any one or more of the provisions contained in thisAgreement 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 provision hereof, and the invalid, illegal or unenforceable provision shallbe reformed to the minimum extent necessary to make the provision valid, legal, and enforceable.
26. Construction . Theparties acknowledge that each party and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in theinterpretation of this Agreement or any amendments or exhibits hereto.
27. Notices . Any notice which may or shall begiven under the Agreement shall be in writing and shall either be delivered by hand or sent by United States mail, registered or certified or by Federal Express or a similar courier service, postage prepaid, addressed to the parties hereto at therespective addresses provided below. Such addresses may be changed from time to time by either party giving notice as provided above. Notice shall be deemed delivered when received by the addressee (if delivered by hand), when postmarked (if sent bymail), or twenty-four (24) hours after delivery to the courier service for overnight delivery.
TENANT:
Green Field Energy Services, L.L.C.
4023 Ambassador Caffery Pkwy
Suite 200
Lafayette, Louisiana 70503
Attention: Virgil Vincent
Telephone: (337)
Telecopy: (337)
With a copy to:
Babineaux, Poche, Anthony Slavich, L.L.C.
1201 Camellia Blvd., Suite 300
Lafayette , LA 70508
Attention: Frank S. Slavich,III
Telephone: (337) 984-2505
Telecopy: (337) 984-2503
LANDLORD:
Mass P. Blackwell, Jr.
36115 Lock One Road
Pearl River, Louisiana 70452
Attn: MassP. Blackwell, Jr.
Telephone: (985)
Telecopy: (985)
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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28. Amendments and Survival . This Agreement will not be amended, changed, or extendedexcept by written instrument signed by both parties hereto. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, heirs, and assigns.
29. Subletting or Assignment . Tenant shall not assign this Lease or sublet the Leased Premises, or any part thereof without theconsent of the Landlord in writing, which consent Landlord agrees it will not unreasonably withhold, delay or condition; provided, however, Landlords consent shall not be required in the event of an assignment or subletting by Tenant to anaffiliated entity. In no event of assignment will Tenant be released from any duties or liabilities under this Agreement.
30. Memorandum of Lease and Option . Promptly upon the request of Tenant, Landlord agrees to execute and acknowledge a Memorandum of Lease, Option in form satisfactory to Tenant and sufficient for recording in the Conveyance Records ofSt. Tammany Parish, Louisiana and Pearl River County, Mississippi. The Memorandum of Lease and Option to Purchase will contain a provision acknowledging that the Memorandum of Lease and Option to Purchase will be automatically released if the Leaseis either rightfully terminated by a party having a right to so terminate as provided herein, the Lease expires or Tenant purchases the Property.
31. Attorneys Fees . In the event of any dispute in connection with this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys fees from the losing party.
32. Estoppel Certificates . Tenant and Landlord shall each, at any time and from time to time, within twenty(20) days after written request therefore by the other party certify to the best of their knowledge, in a written instrument duly executed, to the requesting party: (a) as to whether this Agreement has been supplemented or amended;(b) as to the validity and force and effect of this Agreement in accordance with its terms as then constituted; (c) as to the existence of any default by the requesting party pursuant to this Agreement; (d) as to the existence of anyoffsets, counterclaims or defenses on the part of the party so certifying; (e) as to the Commencement Date and the expiration date of the Term of the Lease; and (f) as to the amounts of Rent payable under the Lease.
33. Landlords Covenants, Representations and Warranties. Landlord represents and warrants to Tenant that:
(a) Landlord has all requisite power and authority to own the Property (including, but not limited to, the Leased Premises), enter intothis Agreement, and consummate the transactions contemplated in this Agreement. Landlord has duly authorized the execution and delivery of this Agreement such that all documents to be executed by Landlord are its valid, legally binding obligationsand are enforceable against it in accordance with their terms.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(b) The persons executing this Agreement and any and all documents on behalf of Landlordhave the legal power, right, and actual authority to bind Landlord.
(c) Landlord is, or will be on the Commencement Date, thesole owner of good and marketable, fee simple title to the Property, free and clear of any encumbrances, except the Permitted Encumbrances.
(d) Landlords execution of this Agreement and its consummation of the transaction do not breach any agreement or constitute a default or a condition that would ripen into a default under anyagreement to which Landlord is a party or by which all or part of the Property are bound. Furthermore, Landlords execution of this Agreement and its consummation of the transaction do not violate any order, rule, or regulation applicable toLandlord or the Property of any court or any federal, state, or municipal regulatory body or administrative agency or other governmental body.
(e) No representation, warranty, or statement of Landlord in this Agreement or in any document or information furnished to Tenant misstates or omits any material fact necessary to make the statements orfacts contained therein not misleading.
34. Tenants Covenants, Representations and Warranties . Tenant representsand warrants to Landlord that:
(a) Tenant has all requisite power and authority to enter into this Agreement, and consummatethe transactions contemplated in this Agreement. Tenant has duly authorized the execution and delivery of this Agreement such that all documents to be executed by Tenant are its valid, legally binding obligations and are enforceable against it inaccordance with their terms.
(b) The persons executing this Agreement and any and all documents on behalf of Tenant have thelegal power, right, and actual authority to bind Tenant.
(c) Tenants execution of this Agreement and its consummationof the transactions do not breach any agreement or constitute a default or a condition that would ripen into a default under any agreement to which Tenant is a party. Furthermore, Tenants execution of this Agreement and its consummation of thetransactions do not violate any order, rule, or regulation applicable to Tenant of any court or any federal, state, or municipal regulatory body or administrative agency or other governmental body.
(d) No permission, approval, or consent by third parties or governmental authorities is required for Tenant to consummate thetransactions contemplated by this Agreement.
(e) No representation, warranty, or statement of Tenant in this Agreement or inany document or information furnished to Landlord misstates or omits any material fact necessary to make the statements or facts contained therein not misleading.
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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35. Governing Law . T HIS A GREEMENT , AND ALL QUESTIONS RELATING TO ITS VALIDITY , INTERPRETATION , PERFORMANCE AND ENFORCEMENT ( INCLUDING , WITHOUT LIMITATION , PROVISIONS CONCERNING LIMITATIONS OF ACTION ), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA ( EXCLUSIVE OF THE CONFLICT OF LAW PROVISIONS THEREOF ) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRETY WITHIN SUCH STATE .
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Option 3 May 1st Payment Gateways
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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This Lease Agreement with Option to Purchase is executed to be effective as of the 5 day ofOctober, 2011.
LANDLORD:
/s/ Mass Prentiss Blackwell,Jr.
Mass Prentiss Blackwell, Jr.
TENANT:
Green Field Energy Services, L.L.C.
a Louisiana limited liability company
By: /s/ Enrique Fontova
Name: Enrique Fontova
Title: President Option 3 May 1st Payment Date
/s/ TNT J. Faulk
TNT J. Faulk
Notary Public
State of Luisiana
LA Bar NO. 32443
My commission is for
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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EXHIBIT A
Description of the Leased Premises Option 3 May 1st Payment Billdesk
[to be attached]
***Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
We have been interviewed thrice by The Straits Times and featured in their newspaper article on 23 Apr,30 Nov 2020 11 Jan 2021; and four times in The New Paper on 17 Apr,23 Apr,18 Jun 2020 11 Jan 2021 respectively.
MOM has announced a new advisory for overseas FDWs entering Singapore. They will serve their 14-day SHN at a dedicated SHN facility and take a COVID-19 test before their SHN is over. The total cost is either $1,125 (twin sharing room including COVID-19 test) or $1,625 (single room including COVID-19 test). We will co-share and shoulder half of this cost with our employers . Instalment Payment Plan is also available. You may choose to spread your payment over 2 to 5 months. We are doing this to lighten the financial burden of everyone, so that no one individual needs to feel the full weight of the cost involved here. Please inform us if you prefer to pay by instalment.
We will state out clearly here with full transparency our final Nett amount payable for each of the 2 package options (Option A and Option B). For Option C, please go to our Fees page.
It may also be paid from any account which enjoys the facility of paying income tax online. If the customers bank is listed then the next step we take is to log in at tin-nsdl.com. The third step involves going to services and selecting e payment as an option and Challan No. ITNS 280 is selected.
@ 3:00 pm all parts of term. Cancellation of Spring (202120) Term January 12, 2021 @ 3:00 pm all parts of term. Cancellation of Spring 17,16, and 1st 8 week classes Thursday January 21, 2021 @ 9:00 am. Cancellation of 14 week classes Monday February 1, 2021 @ 9:00 am.
Option 2: Enter a plea of no contest, send a letter of explanation, and pay the court the amount of the presumptive fine written on the front of your citation. A judge will review your letter of explanation. You can call or email to check the status of your case. Option 3: Enter a plea of not guilty and request a trial.
Instalment Payment Plan is also available. You may choose to spread your payment over 2 to 5 months. We are doing this to lighten the financial burden of everyone, so that no one individual needs to feel the full weight of the cost involved here. Please inform us if you prefer to pay by instalment.
Package Option (A) applies to a Transfer maid.
Package Option (B) applies to an Ex-Singapore maid.
Definition of a Transfer maid: A domestic helper who will be transferring to work for a different employer with a written consent, also known as transfer paper or consent form, from her current employer to do so. This helper is also commonly referred to as Transfer helper.
Definition of an Ex-Singapore maid: An experienced domestic helper who has worked before in Singapore and is currently back in her home country.
TRANSFER MAID
Agency fee $1980 + Maid insurance $239 + MOM fee $70 = $2289 NETT (NO MAID LOAN*, NO PLACEMENT FEE NO ANY OTHER FEES e.g. medical examination fees transport fees etc, as we will absorb all these fees).
*Subjected that the maid has no balance loan.
Package Option (A) includes 6-months guarantee with 1 free replacement of maid.
EX-SINGAPORE MAID
No other fees involved (e.g. medical examination fees transportation fees etc) as we will absorb all these fees in our agency fee of $680. We charge only 3 things:
Maids loan. This is deducted from your maids salary.
Agency fee $680
Maid insurance
Thats it. Nothing else.
You shall pay your maids loan upfront to us. Therefore you DO NOT need to pay salary to your maid for the FIRST 3.5 MONTHS. In other words, you will only START to pay salary to your maid from the 4th month.
Package Option (B) includes 12-months guarantee with 1 free replacement of maid. 10
ACCREDITION 200
FEATURED MAIDS 2569
HAPPY CUSTOMERS Lowest Price Package Singapores Most Affordable and Cheapest Maid Agency RELEASE YOUR HELPER TO US
Given the current COVID-19 situation, there are some employers who may be facing financial difficulty to upkeep and pay their helpers. You may release your helper to us at NO charges and costs. We will bear your helper's food and accommodation while she is with us. You do NOT need to pay anything to us. Your helper will also incur NO deduction, NO salary cut NO placement fee when we transfer her to a new employer. You can entrust your helper to us. INSTALMENT PAYMENT PLAN
Instalment Payment Plan is available to all our customers and employers. You may choose to spread your payment over 2 to 5 months. Please inform us if you prefer to pay by instalment. TRANSFER HELPER SEEKING EMPLOYER Option 3 May 1st Payments
If you are a Foreign Domestic Worker (FDW) or helper who is looking for an employer to transfer, you may approach us for help. We will arrange interview for you and our prospective employers. However, you may need to obtain consent from your current employer (Consent to transfer) first. There is NO deduction, NO salary cut, NO placement fee NO loan deduction when we transfer you to a new employer. This leads to a more happier working relationship with your new prospective employer. FRANCHISE WITH US!
Start a Franchise with us from as little as S$70k as we seek to expand with you. You do not need to break your bank to start a franchise. Our sole objective is to expand steadily and progressively. We will support you from ground level all the way up. Contact us at 69707155 or 69707156 for more information.
I have to say that the integrity and honesty of the staff in Maid Avenue is unmatched of compared to other maid agencies.
Totally impressed with the helpfulness of the staff
The agency attend to us immediately when we have issues with our helper. The staff is very caring and sincere in helping us
Exhibit 10.12
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.
LEASE AGREEMENT WITH OPTION TO PURCHASE
THIS LEASE AGREEMENT WITH OPTION PURCHASE (Agreement) is entered into as of the 1st day of October, 2011, (EffectiveDate) by and between Mass Prentiss Blackwell, Jr. (the Landlord), and Green Field Energy Services, L.L.C. (the Tenant).
I . LEASE AGREEMENT :
1. Lease . Landlord hereby leasesto Tenant and Tenant hereby leases from Landlord that certain real property consisting of three distinct tracts (the Hickory Pit, Nicholson Tract A, and Nicholson Tract B, together theTracts),containing in the aggregate 801.6 acres as more particularly described on Exhibit A attached hereto, together with Landlords interest in any strips or gores between such tract and abuttingproperties, whether owned or claimed by deed, limitations, or otherwise, and all easements and rights-of-way thereon, and all rights and appurtenances pertaining thereto, if any (Land), together with any buildings and improvements on theLand (collectively, the Building) (the Land and Building, collectively, the Leased Premises).
ThisLease is granted for, among other things, the purpose of enabling and permitting Tenant to mine sand, aggregate, clay gravel, and earthen material from the Leased Premises, and to conduct any and all operations necessary to such mining operations,including the construction of buildings, structures, washing plants, roads, railroad switching and spur tracks, electric lines, conveyor systems, pipelines, ponds, discharge piles and all other structures or constructions, which may be necessary orconvenient to sand, aggregate, gravel, clay, and earthen material operations.
2. Term of Lease . This Lease shall beeffective upon the Effective Date. The term of the Lease with respect to the Hickory Pit and the Nicholson Tract B shall commence on October 1, 2011 (the Hickory and NTB Commencement Date) and shall expire September 30, 2041(the Hickory and NTB Term). The term of the Lease with respect to Nicholson Tract A will commence upon a final non-appealable judgment, settlement, or order, quieting title in favor of Landlord (the NTA Commencement Date) andshall expire September 30, 2041 (the NTA Term). Notwithstanding anything to the contrary, this Lease shall terminate with respect to a specific Tract at such time, if ever, that Tenant or its successors or assigns acquire such Tractfrom Landlord pursuant to the Option(s) to purchase granted in Section II below.
3. Use . Tenant may occupy anduse the Leased Premises during the Term for purposes of the operation of a sand, aggregate, gravel, clay, and earthen materials mine and related business offices or for any other lawful purposes. Tenant shall have the exclusive mine operating rightsincluding but not limited to mining, excavating, processing, loading, hauling,
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
trucking and delivery of any and all sand, aggregate, gravel, clay and earthen material located on, in, orunder the Leased Premises. Tenant warrants that Tenants use shall comply with all applicable laws, ordinances, rules and regulations (Laws). Tenant may operate during such days and hours as Tenant may determine, without theimposition of minimum or maximum hours of operation by Landlord and Tenant shall have access to the Leased Premises, and may operate, 24 hours per day, seven (7) days per week, 365 days per year, subject to applicable Laws.
Any roads, railroad facilities, washing plants and other facilities or structures constructed or placed on the Leased Premises by Tenantmay be used by Tenant in connection with sand, aggregate, gravel, clay, and earthen material operations conducted by Tenant upon the Leased Premises and other properties operated by the Tenant. In addition to its other rights, and without regard tomining operations on the Leased Premises, Tenant may construct electric lines, telephone lines, conveyor systems, pipelines, railroads and operate trains, and/or roads, and operate trucks upon the same for the removal and transportation of sand,aggregate, gravel, clay, and earthen material from the Leased Premises and from other properties operated by Tenant. Tenant has the right to cut, remove, use and/or dispose of all timber growing on the Leased Premises which it is necessary to use orremove for the proper mining of sand, aggregate and gravel, or for constructing roads, railroad tracks and spurs on said Leased Premises.
Tenant shall have the right to terminate this Lease with respect to the Hickory Pit or the Nicholson Property at any time upon 90 days written notice. In the event of such termination, all Tenantsrights in and to the Hickory Pit or the Nicholson Property (as applicable) and any obligations of Tenant under the terms hereof, shall cease and terminate as to the applicable portion of the Leased Premises. Provided, however, that upon terminationof this Lease with respect to either or both of the Hickory Pit or Nicholson Property for any reason, the rights of Tenant with respect to the facilities placed on the applicable Leased Premises and in and to the surface of the Leased Premises shallcontinue so long as Tenant continues the transporting of sand, aggregate, gravel, clay, and earthen material gravel thereon, and Tenant shall have the right to remove from the applicable Leased Premises all of its property and equipment, it beingdistinctly agreed and understood that all property placed by Tenant upon the Leased Premises shall at all times remain movable property and remain Tenants property.
4. Deposit; Lease Payments; Royalties .
(a) Hickory Pit Rent .Tenant shall pay Landlord the total sum of up to [***] DOLLARS ([***]) for the lease and operating rights of the property described as the Hickory Pit, (the Hickory Rent) as follows: (1) [***] DOLLARS ([***]) which was paid byTenant upon execution of the Letter of Intent dated July 14, 2011, as amended, and which is hereby credited against the Hickory Rent; (2) [***] DOLLARS ([***]) represented by the forgiveness of such amount by Tenant in favor of Landlordunder that certain [***] promissory note dated September 26, 2011, with Landlord as maker and Tenant as Lender; and (3) payment of [***] Dollars ([***]) within one year from the date on which Tenant begins selling refined fracsand mined from the Hickory Pit.
(b) Nicholson Property Rent . Tenant shall pay Landlord the total sum of up to[***] DOLLARS ([***]) for the lease and operating rights of the property described as the Nicholson
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Property (the Nicholson Rent, together with the Hickory Rent, the Base Rent),as follows: (1) [***] DOLLARS ([***]) paid by Tenant upon execution of the Letter of Intent dated July 14, 2011, as amended, which is hereby credited against the Nicholson Rent; (2) [***] DOLLARS ([***]) represented by the forgivenessof such amount by Tenant in favor of Landlord under that certain [***] promissory note dated September 26, 2011, with Landlord as maker and Tenant as Lender and (3) payment of [***] DOLLARS ([***]) within one year from the date on which afinal, non-appealable judgment is rendered quieting title to Nicholson Tract A in favor of Landlord, or from the date on which Tenant begins selling refined frac sand removed from the property, whichever is later .
(c) Additional Rent Royalties. As additional rent, Landlord shall be paid royalty fees for material removedfrom the Leased Premises according to the following royalty fee schedule: (1) [***] per ton for 67 or larger Gravel; (2) [***] per ton for Gravel smaller than 67; (3) [***] per ton for specialty sand to include but not limited toMason sand, Blasting sand, and API Certified Frac Sand; and (4) [***] per ton for other clay or earthen material removed including fill and concrete sand. Each installment of royalty payments shall be due and payable on or before the 20 th day of each calendar month for the preceding months royalties.
The term of said royalties shall be coexistent with the term of the Lease, unless said royalties are terminated in accordancewith the terms herein. In no event shall the royalties paid for material removed from the Nicholson Property exceed [***] DOLLARS ([***]) during the three (3) year period following the Effective Date of this Lease. Notwithstanding anything tothe contrary, all royalty payments with respect to the (a) Hickory Pit shall terminate at such time, if ever, that Tenant or its successors or assigns acquire the Hickory Pit from Landlord pursuant to the Option to purchase granted in Section 16(a) below, and (b) Nicholson Property shall terminate at such time, if ever, that Tenant or its successors or assigns acquire the Nicholson Property from Landlord pursuant to the Option to purchase granted in Section 17(a) below.
The additional rent and the Base Rent are collectively, the Rent.
5. Utilities . Payment for Utilities (as defined herein) will be the responsibility of the Tenant; provided, however, that Landlordis solely responsible for ensuring the Leased Premises are in such condition that the utility companies can properly connect and provide all of the services used by and in connection with the Leased Premises during the term of the Lease. Landlordagrees not to alter or allow the alteration of any Utility without the prior written consent of Tenant. As used herein, the term Utilities shall include electricity, telephone, gas, water, and wastewater service to the Leased Premises.
6. Taxes . Landlord shall be responsible for all real estate and public improvement taxes, ad valorem taxes, andsimilar taxes and assessments against the Leased Premises. Further, Landlord will also pay, if required, any Louisiana State sales tax.
7. Maintenance, Repair Alterations, Liens, and Signage . Tenant, at its expense, may make any alterations, changes, improvements, or additions to the Leased Premises, to prepare and make the LeasedPremises suitable for Tenants contemplated use. Any alterations, changes, improvements or additions to the Leased Premises shall remain with the Leased Premises upon termination of the Lease unless the same can be removed without materiallydamaging the Leased Premises.
*** Certain information in thisdocument has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Tenant shall have the right to display such signage on the Leased Premises as Tenant desiresprovided that such signage shall in all respects comply with all applicable laws and restrictions and Tenant shall be solely responsible for obtaining any required permit or governmental approvals.
Tenant will keep the Leased Premises free and clear of all mechanics and materialmens liens and other liens on account of work donefor or by Tenant or persons claiming under it. Should any such lien be filed against the Leased Premises, Tenant shall, within thirty (30) days of written notice from Landlord of the filing of the lien, fully discharge the lien by settling theclaim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien law.
Landlord will keep the Leased Premises free and clear of all mechanics and materialmens liens and other liens on account of workdone for or by Landlord or persons claiming under it. Should any such lien be filed against the Leased Premises, Landlord shall, within thirty (30) days of notice from Tenant of the filing of the lien, fully discharge the lien by settling theclaim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien law
8. Insurance .
(a) Tenants Insurance . During the Term of this Lease, Tenant shall procure and maintain in full force and effect (i) Tenant insurance covering Tenants contents in the LeasedPremises, (ii) with respect to the Leased Premises comprehensive general liability insurance in a minimum amount of $3,000,000.00 per occurance with Landlord and its Lender as additional insureds. Each policy obtained by Tenant shall providethat the insurer shall give to Landlord thirty (30) days written notice prior to any cancellation of the policy, and must be issued by a company authorized to do business in the State of Louisiana.
(b) Notwithstanding anything in this Lease to the contrary, as long as their respective insurers so permit, Landlord and Tenant willcause their respective insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other and their respective trustees, principals, beneficiaries, partners, members, officers, directors, agents,advisors, shareholders, and employees, for any loss or damage that may occur to Landlord or Tenant or any party claiming by, through or under Landlord or Tenant, as the case may be, with respect to Tenants property, the Leased Premises, anyadditions or improvements to the Leased Premises, or any contents thereof.
9. Delivery and Quiet Enjoyment . Landlordshall deliver the Leased Premises on the respective Commencement Dates free of any parties in possession, and shall provide Tenant with quiet enjoyment without interference thereafter during the Term.
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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10. Title . Landlord warrants further that no third party has superior title orinterest in the Leased Premises, and that no prior or existing interest shall interfere with the terms of the subject Lease. Landlord shall not interfere with Tenants right to quiet enjoyment of the Premises. Landlord represents and warrantsto Tenant that as of the Effective Date other than the mortgages and security agreements in favor of Hancock Bank and CNH Capital America, there will be no monetary liens of any type whatsoever encumbering the Leased Premises. [We needNDAs from Lenders]
11. Damage, Destruction, or Condemnation .
(a) If at any time during the Term, all or any portion of the Leased Premises shall be damaged or destroyed by fire or other casualty,Landlord shall repair the damage within a reasonable period of time and the Rent hereunder shall be equitably abated during the repair period. If the damage is not repaired within one hundred twenty (120) days after the casualty, Tenant mayelect to give notice to Landlord of Tenants intent to purchase the Property pursuant to the terms of Section II of this Agreement, except that the purchase price will be reduced by an amount necessary to restore the Leased Premises to itsprior condition.
(b) (i) If at any time during the Term all of the Leased Premises shall be subject to a takingor be condemned under a power of eminent domain or by any conveyance in lieu thereof, this Agreement shall terminate and expire on the date of such taking and the Rent and other sums payable to Landlord shall be apportioned and paid by Tenant toLandlord to the date of such taking.
(ii) If, at any time during the Term, less than substantially all of the LeasedPremises shall be taken in condemnation proceedings or by any right of eminent domain, or by any conveyance in lieu thereof, the Rent shall be equitably abated and Landlord shall commence and thereafter proceed with reasonable diligence to repair,alter and restore the remaining part of the Leased Premises so as to constitute completed improvements, subject to such changes or alterations as Landlord and Tenant agree to make.
(iii) Notwithstanding anything to the contrary, Tenant shall have the right to make a separate claim against the condemning authorityfor the reasonable value of Tenants leasehold estate, trade fixtures, furniture, personal property, interruption and/or dislocation of business in the Leased Premises, loss of good will and for moving and remodeling expenses and thedepreciated book value of any leasehold improvements made by Tenant on or to the Leased Premises. If Tenant cannot by law make a separate claim and Tenants claim must be embodied in Landlords claim for a condemnation award, to the extentLandlords award includes an award for the items set forth in this Section 11 , Landlord shall pay over such portion of the award to Tenant.
All repairs, alterations of restorations undertaken by Landlord pursuant to this Section 11 shall be completed diligently in a good and workmanlike manner and Landlord will assign anywarranties relating thereto to Tenant.
*** Certain information inthis document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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12. Landlord Right of Access . Landlord has the right with no less than 24 hoursnotice to Tenant, bona fide emergencies excepted, to enter the Leased Premises periodically for inspection or in connection with the improvement or repair of and the providing of utilities and other services to the Leased Premises.
13. Indemnification, Defense and Hold Harmless Obligations. Except for the negligence or willful misconduct of Landlord, itsemployees and agents, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord and its officers, directors, members and employees (each, a Landlord Party) from and against any and all losses,liabilities, damages, costs and expenses (including reasonable attorneys fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in the Leased Premises orcaused by Tenants use and operation of the Leased Premises or the Property. If any action or proceeding is brought against any Landlord Party by reason of any such claim, then Tenant, upon notice from Landlord, shall defend the claim atTenants expense with counsel of Tenants choice. Except for the gross negligence or willful misconduct of Tenant, its employees and agents, and to the extent permitted by law, Landlord agrees to indemnify, defend and hold harmless Tenantand its officers, directors, members and employees (each, a Tenant Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) resulting from claims by third partiesfor injuries to any person and damage to or theft or misappropriation or loss of property occurring in the Leased Premises or arising from Landlords breach of any of its obligations hereunder. If any action or proceeding is brought against anyTenant Party by reason of any such claim, then Landlord, upon notice from Tenant, shall defend the claim at Landlords expense with counsel of Landlords choice.
14. Lease Defaults; Remedies .
(a) Except as specifically provided herein,in the event of any default by Landlord or Tenant in its respective obligations under this Lease, the other party shall not have the right to bring any action or make any claim because of such default until the defaulting party fails to cure suchdefault within (i) thirty (30) days after receipt of written notice of any non-monetary default from the non-defaulting party, or (ii) fifteen (15) days after receipt of written notice of any monetary default from thenon-defaulting party. However, if the default is of such nature that it cannot readily be cured within such thirty (30) day period, an action or claim may not be brought by the non-defaulting party so long as the defaulting party commences tocure such default within such thirty (30) day period and diligently pursues such cure continuously thereafter.
(b) Inthe event of a default by Tenant of its obligations hereunder that Tenant does not cure within the period set forth in Section 14(a) above, Landlords remedies for Tenants default are to sue for damages and/or pursue any otherremedy that Landlord may have at law or in equity.
(c) In the event of a default by Landlord of its obligations hereunder thatLandlord does not cure within the period set forth in Section 14(a) above, Tenants remedies for Landlords default are to sue for damages and/or pursue any other remedy that Tenant may have at law or in equity.
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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(d) It is not a waiver of default if the non-defaulting party fails to declare immediately adefault or delays in taking any action. Pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or provided by law. Landlord and Tenant have a duty to mitigate damages.
15. Hunting Rights . Landlord, personally, maintains hunting rights on the Leased Premises for the Term of the Lease, however, suchrights must not interfere with Tenants operations.
II . OPTION AGREEMENT :
The Hickory Option, the Nicholson Option One and the Nicholson Option Two below are each separate and distinct options available to theTenant, and the exercise of one (whether or not such exercise is subsequently terminated) will in no way affect or preclude Tenant from exercising any of the other options.
16. Hickory Option .
(a) Grant of Option . Landlord does herebygrant to Tenant the exclusive right and option (Hickory Option) to purchase from Landlord, at any time during the period of one year from the date on which Tenant begins selling refined frac sand mined or excavated from the LeasedPremises, subject to the terms and conditions set forth herein, the following (collectively referred to as the Hickory Property):
Game 200: april 20 2018 the initials game 6 . Podcast central for all the Initials Games! IHeart Radio, Spreaker, and iTunes links! Links to all of the Initials Game summaries! GAME 200: APRIL 20, 2018: 200. List of all the previous INITIALS winners, date of game played, winning point total of the game, initials used in the game, when the winner got their first point and number of players in the game.
(i) all of Landlords rights, title, interest, privileges and easements appurtenant to the property referred to as the Hickory Pit together with any buildings and other improvements located thereon;
(ii) All of Landlords interest in and to all minerals, oil, gas, other hydrocarbon substances, geothermal rights andother minerals on or under the Hickory Property;
(iii) Any and all water rights held by Landlord, whether or not appurtenantto the Hickory Property, and any rights to receive water from any source whatsoever;
(iv) All of Landlords tangiblepersonal property permanently affixed to or located on the Hickory Property, if any; and
(v) All of Landlords rights,titles, and interests in and to any and all leases, licenses, permits or other agreements relating to the Hickory Property.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(b) Hickory Option Fee . Landlord acknowledges that Tenant has delivered to Landlordthe amount of $100.00 (Hickory Option Fee), and other good and valuable consideration, as independent consideration for the grant of the Hickory Option to Tenant. The Hickory Option Fee shall be immediately nonrefundable and shall not beapplied to the Hickory Option Purchase Price (defined below).
(c) Exercise of Hickory Option . In the event Tenantelects to exercise the Hickory Option, Tenant shall give written notice of such election to Landlord. On the date that is thirty (30) days after the delivery of such notice to Landlord (the Hickory Closing Date), Landlord shall selland convey the Hickory Property to Tenant, and Tenant shall purchase and accept the Hickory Property from Landlord, subject to the terms and conditions set forth herein (the Hickory Closing).
(d) Hickory Option Purchase Price; Inspections.
(i) If Tenant exercises the Hickory Option, the total purchase price to be paid by Tenant to Landlord for the Hickory Property shall be the total sum of [***] DOLLARS ([***]) (Hickory OptionPurchase Price), subject to the adjustments and credits below. The Hickory Option Purchase Price shall be decreased by a sum equal to Ninety Percent (90) of any and all payments made to Landlord by or on behalf of Tenant for the HickoryPit including but not limited to (A) the Hickory Rent of [***] DOLLARS ([***]), and (B) the [***] DOLLARS ([***]) paid to Landlords affiliate Blackwell Aggregates, Inc. for the purchase of the assets located on the Hickory Pit.
(ii) The balance of the Hickory Option Purchase Price shall be paid in cash at the Closing.
(iii) Commencing on the date that Tenant exercises the Hickory Option as provided above and continuing until the Hickory Closing Date,Tenant and its agents may conduct such tests, studies, inspections, surveys, environmental assessments, surveys and title reviews (Hickory Inspections) as Tenant may desire to obtain or perform relating to title to the Hickory Propertyor the physical condition of the Hickory Property or any other element or aspect of the Hickory Property, and Landlord hereby grants Tenant and its agents permission to perform such Hickory Inspections. If Tenant, in its sole discretion, concludesthat the physical condition of the Hickory Property or any other element or aspect of the Hickory Property is not acceptable, Tenant may terminate its obligations with respect to the purchase of the Hickory Property under the Hickory Option byproviding written notice to Landlord but this Agreement will continue in full force and effect with respect to the Lease.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(e) Hickory Closing.
(i) At the Hickory Closing, all of the following shall occur, all of which shall be deemed concurrent conditions:
(1) Landlord shall convey good, marketable, and fully warranted, fee simple title to the Hickory Property to Tenant by Act of Cash Sale(the Hickory Deed), and where appropriate, bills of sale and/or assignments, subject only to the Permitted Encumbrances, if any, but in any event free and clear of all liens and monetary encumbrances other than those which secure paymentof current real property taxes levied against the Hickory Property.
(2) Tenant shall deliver balance of the Hickory OptionPurchase Price.
(3) Landlord shall deliver possession of the Hickory Property to Tenant, free and clear of all tenancies andparties in possession and the Lease with respect to the Hickory Pit shall terminate.
(ii) Each party shall timely depositsuch deposits, monies, and documents with the title company of Tenants choice as may be reasonably requested by Tenant or by said title company or as are necessary for the conveyance of the Hickory Property in accordance with the HickoryOption terms set forth herein. After the Hickory Closing, Tenant and Landlord agree to promptly execute such further documentation and take such further acts as are reasonably required to accomplish or properly document or verify the conveyance ofthe Hickory Property in accordance with the terms of the Hickory Option contained herein.
(iii) Tenant shall pay for theowners title policy, all recording and transfer taxes, escrow fees and all other closing costs with respect to the Hickory Closing. Ad valorem and similar taxes and assessments relating to the Hickory Property shall be prorated between theparties as of the Hickory Closing Date. Each party shall pay the fees incurred by its own legal counsel.
17. NicholsonOptions . Nicholson Option One and Nicholson Option Two shall be collectively referred to as the Nicholson Options
(a) Grant of Nicholson Option One . Landlord does hereby grant to Tenant the exclusive rights and option (Nicholson Option One) to purchase from Landlord, at any time during the periodof one year from the Tract A Commencement Date, subject to the terms and conditions set forth herein, the following (collectively referred to as the Nicholson Property):
(i) all of Landlords rights, title, interest, privileges and easements appurtenant to the property referred to as Nicholson TractA and Nicholson Tract B (collectively referred to as the Nicholson Land) together with any buildings and other improvements located thereon;
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(ii) All of Landlords interest in and to all minerals, oil, gas, other hydrocarbonsubstances, geothermal rights and other minerals on or under the Nicholson Property;
(iii) Any and all water rights held byLandlord, whether or not appurtenant to the Nicholson Property, and any rights to receive water from any source whatsoever;
(iv) All of Landlords tangible personal property permanently affixed to or located on the Nicholson Property, if any; and
(v) All of Landlords rights, titles, and interests in and to any and all leases, licenses, permits or other agreementsrelating to the Nicholson Property.
(b) Grant of Nicholson Option Two . In the event that the Royalty Payments paid toLandlord from the Nicholson Property total [***] DOLLARS ([***]) within the period of three (3) years following the Effective Date, Landlord does hereby grant to Tenant the exclusive right and option (Nicholson Option Two) topurchase the Nicholson Property from Landlord subject to the terms and conditions set forth herein.
(c) Nicholson OptionsFee . Landlord acknowledges that Tenant has delivered to Landlord the amount of $100.00 (Nicholson Options Fee), and other good and valuable consideration, as independent consideration for the grant of the Nicholson Options to Tenant.The Nicholson Options Fee shall be immediately nonrefundable and shall not be applied to either the Nicholson Option A Purchase Price or Nicholson Option B Purchase Price (defined below).
(d) Exercise of Nicholson Options . In the event Tenant elects to exercise either of the Nicholson Options, Tenant shall givewritten notice of such election to Landlord. On the date that is thirty (30) days after the delivery of such notice to Landlord (the Nicholson Closing Date), Landlord shall sell and convey the Nicholson Property to Tenant, andTenant shall purchase and accept the Nicholson Property from Landlord, subject to the terms and conditions set forth herein (the Nicholson Closing).
(e) Nicholson Options Purchase Price; Inspections.
(i) The totalpurchase price to be paid by Tenant to Landlord for the Nicholson Property if Tenant exercises the Nicholson Option One shall be the total sum of [***] DOLLARS ([***]) (Nicholson Option One Purchase Price) subject to the adjustments andcredits below. The Nicholson Option One Purchase Price shall be decreased by a sum equal to [***] of any and all payments made to Landlord by or on behalf of Tenant for the Nicholson Property including but not limited to the Nicholson Rent of [***]DOLLARS ([***]).
(ii) The total purchase price to be paid by Tenant to Landlord for the Nicholson Property if Tenantexercises the Nicholson Option Two shall be the total sum of [***] DOLLARS ([***]) (Nicholson Option Two Purchase Price).
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(iii) The balance of the respective Nicholson Options Purchase Prices shall be paid in cashat the Nicholson Closing.
(iv) Commencing on the date that Tenant exercises either of the Nicholson Options as providedabove and continuing until the Nicholson Closing Date, Tenant and its agents may conduct such tests, studies, inspections, surveys, environmental assessments, surveys and title reviews (Nicholson Inspections) as Tenant may desire toobtain or perform relating to title to the Nicholson Property or the physical condition of the Nicholson Property or any other element or aspect of the Nicholson Property, and Landlord hereby grants Tenant and its agents permission to perform suchNicholson Inspections. If Tenant, in its sole discretion, concludes that the physical condition of the Nicholson Property or any other element or aspect of the Nicholson Property is not acceptable, Tenant may terminate its obligations with respectto the purchase of the Nicholson Property under either of the Nicholson Options by providing written notice to Landlord but this Agreement will continue in full force and effect with respect to the Lease.
(f) Nicholson Closing.
(i) At the Nicholson Closing, all of the following shall occur, all of which shall be deemed concurrent conditions:
(1) Landlord shall convey good, marketable, and fully warranted, fee simple title to the Nicholson Property to Tenant by Act of Cash Sale (the Nicholson Deed), and where appropriate, bills ofsale and/or assignments, subject only to the Permitted Encumbrances, if any, but in any event free and clear of all liens and monetary encumbrances other than those which secure payment of current real property taxes levied against the Property.
(2) Tenant shall deliver balance of the applicable Nicholson Option One Purchase Price or Nicholson Option Two PurchasePrice.
(3) Landlord shall deliver possession of the Nicholson Property to Tenant, free and clear of all tenancies and partiesin possession and the Lease shall terminate with respect to the Nicholson Property.
(ii) Each party shall timely depositsuch deposits, monies, and documents with the title company of Tenants choice as may be reasonably requested by Tenant or by said title company or as are necessary for the conveyance of the Nicholson Property in accordance with the NicholsonOptions terms set forth herein. After the Nicholson Closing, Tenant and Landlord agree to promptly execute such further documentation and take such further acts as are reasonably required to accomplish or properly document or verify the conveyanceof the Nicholson Property in accordance with the terms of the respective Nicholson Options contained herein.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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(iii) Tenant shall pay for the owners title policy, all recording and transfer taxes,escrow fees and all other closing costs with respect to the Nicholson Closing. Ad valorem and similar taxes and assessments relating to the Nicholson Property shall be prorated between the parties as of the Nicholson Closing Date. Each party shallpay the fees incurred by its own legal counsel.
III . MISCELLANEOUS PROVISIONS :
18. Waiver of Lien . Landlord waives any and all rights, statutory or otherwise, to a Landlords lien on Tenantspersonal property.
19. Entire Agreement . This Agreement and any addenda or exhibits thereto constitute the entireagreement between Landlord and Tenant and supersede all previous agreements between Landlord and Tenant. No prior written or prior or contemporaneous oral promises or representations shall be binding between Landlord and Tenant. Section captionsherein are for convenience only and neither limit nor amplify the provisions of this Agreement.
20. FurtherInstruments . Landlord will, whenever and as often as it shall be reasonably requested to do so by Tenant, and Tenant will, whenever and as often as it shall be reasonably requested to do so by Landlord, execute, acknowledge, and deliver, orcause to be executed, acknowledged, and delivered, any and all instruments and documents as may be reasonably necessary in order to complete the transactions herein provided and to carry out the intent and purposes of this Agreement.
21. Commissions . Each party hereto agrees to indemnify and hold harmless the other party from and against any and all liabilities,costs, damages, and expenses of any kind or character arising from any claims for brokerage or finders fees, commissions, or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based uponalleged arrangements or agreements made by such party or on their behalf.
22. Time . Time is of the essence withrespect to the performance of all obligations provided in this Agreement and the consummation of all transactions contemplated by this Agreement.
23. Gender . Words of any gender used in this Agreement shall be held and construed to include any other gender, and words of a singular number shall be held to include the plural and vice versa,unless the context requires otherwise.
24. Counterparts . This Agreement may be executed in any number of counterparts,each of which shall be an original, but such counterparts together shall constitute one and the same instrument.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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25. Severability . In case any one or more of the provisions contained in thisAgreement 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 provision hereof, and the invalid, illegal or unenforceable provision shallbe reformed to the minimum extent necessary to make the provision valid, legal, and enforceable.
26. Construction . Theparties acknowledge that each party and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in theinterpretation of this Agreement or any amendments or exhibits hereto.
27. Notices . Any notice which may or shall begiven under the Agreement shall be in writing and shall either be delivered by hand or sent by United States mail, registered or certified or by Federal Express or a similar courier service, postage prepaid, addressed to the parties hereto at therespective addresses provided below. Such addresses may be changed from time to time by either party giving notice as provided above. Notice shall be deemed delivered when received by the addressee (if delivered by hand), when postmarked (if sent bymail), or twenty-four (24) hours after delivery to the courier service for overnight delivery.
TENANT:
Green Field Energy Services, L.L.C.
4023 Ambassador Caffery Pkwy
Suite 200
Lafayette, Louisiana 70503
Attention: Virgil Vincent
Telephone: (337)
Telecopy: (337)
With a copy to:
Babineaux, Poche, Anthony Slavich, L.L.C.
1201 Camellia Blvd., Suite 300
Lafayette , LA 70508
Attention: Frank S. Slavich,III
Telephone: (337) 984-2505
Telecopy: (337) 984-2503
LANDLORD:
Mass P. Blackwell, Jr.
36115 Lock One Road
Pearl River, Louisiana 70452
Attn: MassP. Blackwell, Jr.
Telephone: (985)
Telecopy: (985)
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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28. Amendments and Survival . This Agreement will not be amended, changed, or extendedexcept by written instrument signed by both parties hereto. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, heirs, and assigns.
29. Subletting or Assignment . Tenant shall not assign this Lease or sublet the Leased Premises, or any part thereof without theconsent of the Landlord in writing, which consent Landlord agrees it will not unreasonably withhold, delay or condition; provided, however, Landlords consent shall not be required in the event of an assignment or subletting by Tenant to anaffiliated entity. In no event of assignment will Tenant be released from any duties or liabilities under this Agreement.
30. Memorandum of Lease and Option . Promptly upon the request of Tenant, Landlord agrees to execute and acknowledge a Memorandum of Lease, Option in form satisfactory to Tenant and sufficient for recording in the Conveyance Records ofSt. Tammany Parish, Louisiana and Pearl River County, Mississippi. The Memorandum of Lease and Option to Purchase will contain a provision acknowledging that the Memorandum of Lease and Option to Purchase will be automatically released if the Leaseis either rightfully terminated by a party having a right to so terminate as provided herein, the Lease expires or Tenant purchases the Property.
31. Attorneys Fees . In the event of any dispute in connection with this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys fees from the losing party.
32. Estoppel Certificates . Tenant and Landlord shall each, at any time and from time to time, within twenty(20) days after written request therefore by the other party certify to the best of their knowledge, in a written instrument duly executed, to the requesting party: (a) as to whether this Agreement has been supplemented or amended;(b) as to the validity and force and effect of this Agreement in accordance with its terms as then constituted; (c) as to the existence of any default by the requesting party pursuant to this Agreement; (d) as to the existence of anyoffsets, counterclaims or defenses on the part of the party so certifying; (e) as to the Commencement Date and the expiration date of the Term of the Lease; and (f) as to the amounts of Rent payable under the Lease.
33. Landlords Covenants, Representations and Warranties. Landlord represents and warrants to Tenant that:
(a) Landlord has all requisite power and authority to own the Property (including, but not limited to, the Leased Premises), enter intothis Agreement, and consummate the transactions contemplated in this Agreement. Landlord has duly authorized the execution and delivery of this Agreement such that all documents to be executed by Landlord are its valid, legally binding obligationsand are enforceable against it in accordance with their terms.
*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment hasbeen requested with respect to the omitted portions.
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(b) The persons executing this Agreement and any and all documents on behalf of Landlordhave the legal power, right, and actual authority to bind Landlord.
(c) Landlord is, or will be on the Commencement Date, thesole owner of good and marketable, fee simple title to the Property, free and clear of any encumbrances, except the Permitted Encumbrances.
(d) Landlords execution of this Agreement and its consummation of the transaction do not breach any agreement or constitute a default or a condition that would ripen into a default under anyagreement to which Landlord is a party or by which all or part of the Property are bound. Furthermore, Landlords execution of this Agreement and its consummation of the transaction do not violate any order, rule, or regulation applicable toLandlord or the Property of any court or any federal, state, or municipal regulatory body or administrative agency or other governmental body.
(e) No representation, warranty, or statement of Landlord in this Agreement or in any document or information furnished to Tenant misstates or omits any material fact necessary to make the statements orfacts contained therein not misleading.
34. Tenants Covenants, Representations and Warranties . Tenant representsand warrants to Landlord that:
(a) Tenant has all requisite power and authority to enter into this Agreement, and consummatethe transactions contemplated in this Agreement. Tenant has duly authorized the execution and delivery of this Agreement such that all documents to be executed by Tenant are its valid, legally binding obligations and are enforceable against it inaccordance with their terms.
(b) The persons executing this Agreement and any and all documents on behalf of Tenant have thelegal power, right, and actual authority to bind Tenant.
(c) Tenants execution of this Agreement and its consummationof the transactions do not breach any agreement or constitute a default or a condition that would ripen into a default under any agreement to which Tenant is a party. Furthermore, Tenants execution of this Agreement and its consummation of thetransactions do not violate any order, rule, or regulation applicable to Tenant of any court or any federal, state, or municipal regulatory body or administrative agency or other governmental body.
(d) No permission, approval, or consent by third parties or governmental authorities is required for Tenant to consummate thetransactions contemplated by this Agreement.
(e) No representation, warranty, or statement of Tenant in this Agreement or inany document or information furnished to Landlord misstates or omits any material fact necessary to make the statements or facts contained therein not misleading.
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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35. Governing Law . T HIS A GREEMENT , AND ALL QUESTIONS RELATING TO ITS VALIDITY , INTERPRETATION , PERFORMANCE AND ENFORCEMENT ( INCLUDING , WITHOUT LIMITATION , PROVISIONS CONCERNING LIMITATIONS OF ACTION ), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA ( EXCLUSIVE OF THE CONFLICT OF LAW PROVISIONS THEREOF ) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRETY WITHIN SUCH STATE .
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Option 3 May 1st Payment Gateways
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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This Lease Agreement with Option to Purchase is executed to be effective as of the 5 day ofOctober, 2011.
LANDLORD:
/s/ Mass Prentiss Blackwell,Jr.
Mass Prentiss Blackwell, Jr.
TENANT:
Green Field Energy Services, L.L.C.
a Louisiana limited liability company
By: /s/ Enrique Fontova
Name: Enrique Fontova
Title: President Option 3 May 1st Payment Date
/s/ TNT J. Faulk
TNT J. Faulk
Notary Public
State of Luisiana
LA Bar NO. 32443
My commission is for
*** Certain information in this document has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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EXHIBIT A
Description of the Leased Premises Option 3 May 1st Payment Billdesk
[to be attached]
***Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
