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Exhibit 10.1
GROUND LEASE AGREEMENT
WHEREAS , Lessor is the record title owner of certain tracts
of unimproved land in an aggregate acreage described on Exhibit A-1
and any subsequent amendments attached hereto and incorporated
herein. Such tracts of land located in the counties of
Upshur, Titus and Camp in the State of Texas shall collectively be
referred to as the “Property” hereinafter.
WHEREAS , Lessor desires to lease the Property to Lessee,
and Lessee desires to lease the Property from Lessor to improve the
Property as Lessee requires, perform services for Lessor and to
develop the Property in accordance with the terms of this
Lease.
NOW, THEREFORE , in consideration of the covenants,
conditions and agreements contained in this Lease, Lessor and
Lessee agree to the following terms and conditions:
2. LEASED PREMISES. Lessor leases to Lessee and Lessee
leases from Lessor for the Lease Term (as defined hereafter), in
consideration for payment of the rent, and upon the terms,
conditions and provisions set forth herein the Property,
improvements thereon, if any (the “Improvements”). The
Property and the Improvements are referred to herein collectively
as the “Premises, as further described in the Exhibits and
any subsequent amendments attached hereto and incorporated herein
by reference.
Lessee
has inspected the Premises and accepts its present (as-is)
condition unless expressly noted otherwise in this
Lease. Neither Lessor nor any agent has made any
express or implied warranties as to the condition of the
Premises. Lessee must satisfy itself that the
Premises are physically suitable to be used as Lessee intends
by independently investigating all such matters related to the
use of the Premises. Lessee agrees that it is not
relying on any warranty or representation made by Lessor,
Lessor’s agent or any broker concerning the suitability
of the Premises for the Lessee’s use.
Lessor
shall deliver possession of the Premises as of the Effective
Date hereof.
3.2 Definition . As used in
this Lease, the word “Renewal” or
“Renewals” has the following meaning: any right to
extend or renew the term of this Lease.
3.3
Renewal(s)
Personal. Each Renewal granted to Lessee in this Lease
is personal to Lessee and may not be exercised or be assigned,
voluntarily or involuntarily, by or to any person or entity
other than Lessee; provided that, Lessee may freely assign,
without Lessor’s consent, any Renewal to any Affiliate
(as defined below) of Lessee. “ Affiliate
” means, with respect to any individual, partnership,
limited liability company, association, corporation or other
entity (each, a “ Person
”), any Person that controls, is controlled by or is
under common control with such Person, together with any of
its and their respective members, partners, venturers,
directors, officers, stockholders, agents, employees and
spouses. A Person shall be presumed to have control
when it possesses the power, directly or indirectly, to
direct, or cause the direction of, the management or policies
of another Person, whether through ownership of voting
securities, by contract, or otherwise.
4.1 For
the Initial Term, Lessee will pay Lessor in accordance with
Exhibit B-1and any subsequent amendments, attached hereto and
incorporated herein.
4.2
Renewal. Acreage
and Rent for each Renewal Term shall be in an amount as
mutually agreed upon by the parties in writing at the
commencement of each Renewal Term as defined and set out in
the amended Exhibits. All other terms and
conditions of this Lease shall remain in full force and effect
during any Renewal Term.
All
notices or correspondence provided for herein shall be
effective only if made in writing, personally delivered with
an executed acknowledgment of receipt or deposited in the
United States mail, certified, postage prepaid, and addressed
as follows:
To
Lessor:
Pilgrim’s
Pride Corporation
4845
Highway 271 North
Pittsburg,
TX 75686
Attention:
Risk Management
To
Lessee:
Pat
Pilgrim
1535
Loop 179
Pittsburg,
TX 75686
Any
notice shall be deemed delivered five (5) days after notice is
mailed or, if personally delivered, when acknowledgment of
receipt is signed, as provided above. By written notice to the
other, either party may change its own mailing
address.
6.1
Notice by
Lessor of Proposed Sale. If Lessor desires
to sell, transfer, assign, or convey any of the Premises
(each, a “ Transfer
”), Lessor shall deliver to Lessee notice of its desire
to complete such Transfer no less than ninety (90) days prior
to the intended sale date. At such time, Lessor
will notify Lessee whether such Transfer will also result in
an early lease termination date, which may be exercised in its
sole discretion or the assumption of the Lease by the new
owner. In the event the Lease is to be terminated
at Transfer, Lessor will refund to Lessee the prorata portion
of the Rent for the remainder of the Lease Term and any and
all Renewals for such Premises will be
cancelled.
9.2 Lessee's
Obligation. In addition to the indemnification requirements
as set forth below in Section 34, Lessee shall indemnify, defend
and hold Lessor, its Affiliates, and their respective members,
partners, venturers, directors, officers, stockholders, agents,
employees, spouses, legal representatives, successors and assigns
(collectively, “
Lessor Affiliates ”), harmless from and against any
loss, damage, claim, liability, and cost (including reasonable
attorneys’ fees and disbursements) arising from (a) any
default, breach or violation by Lessee under this Lease, or
(b) any negligent or other tortious act or omissions of
Lessee, its employees or agents with respect to the
Premises.
Lessee
shall have the following minimum requirements on their
Certificate of Insurance.
General Liability
Each
Occurrence $1,000,000
Products/Completed Operations
and/or $1,000,000
Professional
Liability $1,000,000
(if applicable)
General
Aggregate $2,000,000
Automobile Liability
Combined Single
Limit $1,000,000
Workers
Compensation Statutory
Employers’ Liability
Each
Accident $100,000
Policy
Limit $500,000
Each
Employee $100,000
Pilgrim's
Pride Corporation is to be listed as Additional Insured
on General Liability and
Auto policies . A 30-day notice of
cancellation is also required. The policies
shall be endorsed waiving the issuing insurance company's
rights of recovery against Pilgrim’s Pride, whether by
way of subrogation or otherwise. Pilgrim's Pride
Corporation reserves the right to modify these requirements as
deemed necessary for the risk presented to Pilgrim's Pride
Corporation.
The certificate holder address should read as follows:
Pilgrim's Pride
Corporation
Attn: Risk
Management
4845 Highway 271
North
Pittsburg,
TX 75686
10.2.
Lessee shall also be required to maintain Property, Fire and
Extended Coverage Insurance in an amount equal to one hundred
percent (100%) of the full replacement value of the
Improvements and in an amount sufficient to reimburse Lessee
for all of its equipment, trade fixtures, inventory, fixtures
and other personal property located on or in the Premises
including leasehold improvements hereinafter constructed or
installed.
11.1 Total Destruction. If
at any time during the term of this Lease there is damage, whether
or not an insured loss, (including destruction required by any
authorized public authority), which totally destroys the Premises,
or renders the Premises unfit for the purposes set forth herein,
this Lease shall automatically terminate as of the date of such
total destruction; provided, that, Lessee shall have the right
within ten (10) days after the receipt of such notice to give
written notice to Lessor of Lessee's intention to repair such
damage at Lessee's expense, without reimbursement from Lessor, in
which event this Lease shall continue in full force and effect, and
Lessee shall proceed to make such repairs as soon as reasonably
possible. If Lessee does not give such notice within such ten (10)
day period this Lease shall be canceled and terminated as of the
date of the occurrence of such damage.
11.2 Termination, Advance
Payments. Upon termination of this Lease pursuant to this
paragraph, an equitable adjustment shall be made concerning advance
rent and any advance payments made by Lessee to Lessor. Lessor
shall, in addition, return to Lessee so much of Lessee's security
deposit as has not theretofore been applied by
Lessor.
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