{"id":41827,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/5151-san-felipe-road-houston-tx-sublease-agreement-apache.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"5151-san-felipe-road-houston-tx-sublease-agreement-apache","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/5151-san-felipe-road-houston-tx-sublease-agreement-apache.html","title":{"rendered":"5151 San Felipe Road (Houston, TX) Sublease Agreement &#8211; Apache Corp. and IWC Services Inc."},"content":{"rendered":"<pre>                             SUBLEASE AGREEMENT\n\n        THIS SUBLEASE AGREEMENT ('SUBLEASE') is made and entered into \neffective as of March 1, 1997, between APACHE CORPORATION, a Delaware \ncorporation ('SUBLESSOR'), and IWC SERVICES, INC., a Texas corporation \n('SUBLESSEE'):\n\n                                  RECITALS:\n\n        A. Sublessor, as tenant, and Barnhart Interests, Inc., as Agent for\nSage Plaza One Ltd. ('PRIME LESSOR'), as landlord, made and entered into that\ncertain Lease Agreement (the 'PRIME LEASE'), dated as of September 28, 1995,\ncovering approximately 18,051 square feet of office space (the 'PRIME LEASED\nPREMISES') in the building located at 5151 San Felipe Road, Houston, Texas,\ncommonly known as Halliburton Center (the 'BUILDING').\n\n        B. Sublessor, as subtenant, and Halliburton Company ('PRIME LESSOR'),\nas sublandlord, made and entered into that certain Agreement to Sublease (as\namended, the 'PRIME SUBLEASE') dated as of March 15, 1995, and that certain\nFirst Amendment to Agreement to Sublease, covering approximately 64,024 square\nfeet of office space (the 'PRIME SUBLEASED PREMISES') in the Building.\n\n        C. Sublessor has agreed to sublease to Sublessee, and Sublessee has\nagreed to sublease and take from Sublessor, a portion of the Prime Leased\nPremises and a portion of the Prime Subleased Premises, all located on floor 4\nof the Building (the 'SUBLEASED PREMISES') and consisting of approximately\n6,696 square feet of Net Rentable Area in the aggregate, as depicted by cross-\nhatching on the floor plan attached hereto as EXHIBIT A and made a part hereof\nfor all purposes, on the terms and conditions hereinafter specified.\n\n        1.      DEMISE OF SUBLEASED PREMISES.\n\n                (a)     Subject to and upon the terms and conditions set forth\nherein, Sublessor hereby subleases to Sublessee, and Sublessee hereby \nsubleases from Sublessor the Subleased Premises. Sublessee acknowledges and \nagrees that it has inspected the subleased Premises and agrees to accept same \nin its present condition, 'AS IS' and 'WITH ALL FAULTS'.\n\n                (b)     SUBLESSEE ACKNOWLEDGES THAT SUBLESSOR HAS NOT MADE AND\nWILL NOT MAKE ANY WARRANTIES TO SUBLESSEE WITH RESPECT TO THE QUALITY OF \nCONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR TENANT FINISH WITHIN THE \nSUBLEASED PREMISES OR AS TO THE CONDITION OF THE SUBLEASED PREMISES, EITHER \nEXPRESS OR IMPLIED, AND THAT SUBLESSOR EXPRESSLY DISCLAIMS ANY IMPLIED \nWARRANTY THAT THE SUBLEASED PREMISES ARE OR WILL BE SUITABLE FOR SUBLESSEE'S \nINTENDED COMMERCIAL PURPOSES.\n\n\n\n                \n\n\n \n                (c)     Any construction of improvements within the Subleased \nPremises desired by Sublessee will be conducted in strict compliance with the \napplicable provisions of the Prime Lease, including, without limitation, \nArticle 3 thereof. Upon Sublessee's request received by Sublessor not later \nthan June 1, 1997, Sublessor agrees to provide Sublessee an allowance (the \n'CONSTRUCTION ALLOWANCE') in an amount up to $7.00 per square foot of Net \nRentable Area in the Subleased Premises ($46,872.00) to reimburse Sublessee \nfor the costs and expenses of labor and materials incurred from the \nconstruction and installment of permanent leasehold improvements in the \nSubleased Premises. The Construction Allowance will be funded to Sublessee \nwithin thirty (30) days following Sublessor's receipt of Sublessee's written \nrequest therefor, which request will include Sublessee's certification that \nthe total costs and expenses paid by Sublessee for the construction and \ninstallation of permanent leasehold improvements in the Subleased Premises \nwere not less than the amount of the Construction Allowance requested by \nSublessee. If the total costs of the permanent leasehold improvements in the \nSubleased Premises exceed the Construction Allowance, the excess shall be at \nSublessee's sole cost and expense.\n\n        2.      PREMISE LEASE AND PRIME SUBLEASE.\n\n                (a)     This Sublease is subject and subordinate to the Prime \nLease and the Prime Sublease, true and correct copies of which have been \nprovided to Sublessee. Capitalized terms not otherwise defined in this \nSublease are used with the meaning assigned to them in the Prime Lease.\n\n                (b)     With the exception of the obligation to pay rentals, \nSublessee hereby covenants and agrees to comply with and perform all \nobligations of Sublessor under the Prime Lease and the Prime Sublease, insofar\nas same pertain and apply to the Subleased Premises, including, without \nlimitation, all repair obligations, all insurance obligations, all obligations\nto pay utility charges and taxes, and all indemnification obligations of \nSublessor thereunder, and any liability accruing from failure to pay same when\ndue thereunder. Sublessee agrees that whenever the consent of Prime Lessor is \nrequired under the terms of the Prime Lease (or the consent of the Prime \nSublessor is required under the Prime Sublease) with respect to any action, \nSublessee shall obtain the consent of Prime Lessor (or Prime Sublessor, as \napplicable) and Sublessor prior to taking such action. Sublessee hereby \ncovenants and agrees to promptly deliver to Sublessor copies of any and all \nnotices or other correspondence received by Sublessee from Prime Lessor or \nPrime Sublessor that might affect Sublessor in any manner and further agrees, \nnotwithstanding Section 13 hereof to the contrary, to so deliver same in the \nmanner most appropriate to insure that Sublessor will be able to respond to \nany of such notices or other correspondence from the Prime Lessor or Prime \nSublessor within any time periods set forth in the Prime Lease or the Prime \nSublease, as applicable.\n\n                (c)     Sublessor covenants and agrees that except for the \nobligations assumed by Sublessee under Section 1(b) above, Sublessor will duly\nand faithfully perform each of its obligations, duties and liabilities under \nthe Prime Lease and the Prime Sublease. Sublessor covenants and agrees that it\nwill not enter into any amendment to the Prime Lease or the Prime Sublease that\nwould adversely effect Sublessee's use and enjoyment of the Subleased \nPremises.\n\n                                     -2-\n\n \n                (d)     Sublessee acknowledges and agrees that the only \nservices, amenities and rights to which Sublessee is entitled under this \nSublease are those to which Sublessor is entitled under the Prime Lease or the\nPrime Sublease, as applicable (subject to all the provisions, restrictions and\nconditions imposed of the Prime Lease or the Prime sublease, as applicable, \nand only to the extent that same apply directly to Subleased Premises). \nSublessor shall in no event be liable to Sublessee for Prime Lessor's or Prime\nSublessor's failure to provide any such services, amenities and rights. \nSublessee agrees that no such failure by Prime Lessor or Prime Sublessor shall\nbe construed as a breach hereof by Sublessor or an eviction of Sublessee or \nentitle Sublessee to an abatement of any of the rentals under this Sublease, \nexcept and only to the extent that Sublessor receives an abatement under the \nPrime Lease or Prime Sublease, as applicable, with respect thereto.\n\n                (e)     Sublessee shall not have the right to exercise any of \nSublessor's options or elections permitted or authorized under the Prime Lease\nof the Prime Sublease, or to institute any action or proceeding against Prime \nLessor or Prime Sublessor for the enforcement of the Prime Lease or the Prime \nSublease. If Prime Lessor or Prime Sublessor shall default in the performance \nof any of its obligations under the Prime Lease or the Prime Sublease, as\napplicable, Sublessor shall, upon the written request of Sublessee and at \nSublessee's sole cost and expense, use its diligent good faith efforts to \nenforce its remedies under the Prime Lease or the Prime Sublease, as \napplicable, to cause Prime Lessor or Prime Sublessor to comply with its \nobligations thereunder.\n\n        3.      TERM\n\n                (a)     Unless the Prime Lease or Prime Sublease is \nterminated sooner pursuant to the terms thereof, the term of this Sublease \n('TERM') shall be for the period commencing on March 22, 1997 (the \n'COMMENCEMENT DATE') and ending on August 31, 2003. Any occupancy of the \nSubleased Premises by Sublessee prior to the Commencement Date shall be \nsubject to all of the terms and conditions of this Sublease other than the \nobligation to pay rentals.\n\n                (b)     At the termination of this Sublease or of Sublessee's \nright to possession of the Subleased Premises, by lapse of time or otherwise, \nSublessee shall deliver up the subleased Premises to Sublessor in as good \ncondition as existed on the date of possession by Sublessee, ordinary wear and\ntear only excepted. Upon such termination of this Sublease or of Sublessee's \nright to possession of the Subleased Premises, Sublessor shall have the right \nto re-enter and resume possession of the Subleased Premises.\n\n                (c)     In the event of holding over by Sublessee after \nexpiration or termination of this Sublease without the prior written consent \nof Sublessor, Sublessee shall as liquidated damages and amount equal to one \nand one-half (1-1\/2) the amount of all base rental and additional rental that \nwas payable by Sublessee immediately prior to such expiration or termination, \npro rated on a daily basis for the entire holdover period. In the event of any\nunauthorized holding over, Sublessee shall also indemnify Sublessor against \nall claims for damages (i) by any other tenant to whom Sublessor may have \nsubleased all or any part of the Subleased Premises effective upon the \n\n                                     -3-\n\n\n \ntermination of this Sublease, (ii) by Prime Lessor for default by Sublessor \nunder the Prime Lease, and (iii) by Prime Sublessor for default by Sublessor \nunder the Prime Sublease. Any such holding over without the prior written \nconsent of Sublessor shall create a tenancy at sufferance relationship with \nSublessee.\n\n        4.      RENT\n\n                (a)      Sublessee hereby agrees to pay an annual base rental \nto Sublessor with respect to the Subleased Premises as follows:\n\n\n<font size=\"2\">                                  Annual Base Rental\n                                Per Square Foot of Net    Monthly Base\nTime Period                        Rentable Area        Rental Payments\n- -----------                     ----------------------  ---------------\nMarch 22, 1997 - \n        September 30, 1997               $15.11            $8,431.38\nOctober 1, 1997 -\n        February 28, 1998                $13.28            $7,410.24    \nMarch 1, 1998 -\n        August 31, 2003                  $11.21            $6,255.18\n\n<\/font>Sublessee shall pay such base rental to Sublessor in equal monthly \ninstallments without demand, for each and every month during the Term, on the \nfirst day of each month beginning on the Commencement Date.\n\n                (b)     Beginning in 1998 and for each year thereafter during \nthe Sublease term, Sublessee will pay to Sublessor as additional rental its \nproportionate share (defined below) of the amount, if any, by which (i) the \nBasic Cost payable by Sublessor under the Prime Lease for each such year \nexceeds the amount of the Basic Cost payable by Sublessor under the Prime Lease\nfor the year 1997, and (ii) the Basic Cost payable by Sublessor under the \nPrime Sublease for each such year exceeds the amount of the Basic Cost payable\nby Sublessor under the Prime Sublease for the year 1997. Sublessee's \nproportionate share of Basic Cost will be payable monthly beginning January \n1998 based on the estimates of Basic Cost provided by Prime Lessor under \nSections 5.04 and 5.05 of the Prime Lease and the estimates provided to \nSublessor by Prime Sublessor under the corresponding provisions of the Prime \nSublease. If any adjustment is made thereafter to Sublessor's payments with \nrespect to Basic Cost under Sections 5.06 or 5.07 of the Prime Lease and\/or \nunder the corresponding provisions of the Prime Sublease, Sublessee will pay \nor receive, as the case may be, a corresponding adjustment of its payments \nwith respect to Basic Cost under this Section 4(b).\n\n                (c)     Each monthly installment of base rental and additional\nrental due to Sublessor under this Sublease shall be payable by Sublessee on \nthe first day of each calendar month at Sublessor's address herein set forth \nor at such other place as Sublessor shall designate in writing from time to \ntime. If less than all of any calendar month or year occurs during the Term, \nrents for\n\n\n\n                                     -4-\n\n \nsuch partial month or year shall be prorated based on the actual number of \ndays during such month or year occurring within the Term.\n\n                (d)     As used in this Section 4, Sublessee's 'proportionate \nshare' means:\n\n                (i)     as to the portion of the Subleased Premises that is \npart of the Prime Leased Premises, the percentage determined by (x) dividing \nthe Net Rentable Area of that portion of the Subleased Premises by the Net \nRentable Area of the Prime Leased Premises, and (y) multiplying the \nquotient obtained in clause 4(d)(i)(x) by 100; and\n\n                (ii)    as to the portion of the Subleased Premises that is \npart of the Prime Subleased Premises, the percentage determined by (x) \ndividing the Net Rentable Area of that portion of the Subleased Premises by \nthe Net Rentable Area of the Prime Subleased Premises, and (y) multiplying the\nquotient obtained in clause 4(d)(ii)(x) by 100.\n\n        5.      SECURITY DEPOSIT. On the date of execution of this Sublease by\nSublessee, there shall be due and payable by Sublessee a security deposit in \nthe amount of $7,929.00, such deposit to be held for the performance by \nSublessee of Sublessee's covenants and obligations under this Sublease, it \nbeing expressly understood that the deposit shall not be considered an advance\npayment of rental or a measure of Sublessor's damages in case of default by \nSublessee. Upon the occurrence of any event of default by Sublessee or breach \nby Sublessee of Sublessee's covenants or obligations under this Sublease, \nSublessor may, from time to time, without prejudice to any other remedy, use \nthe security deposit to the extent necessary to make good any arrears of \nrental or other payments hereunder and\/or any damage, injury, expense or \nliability caused to Sublessor by such event or breach of covenant. Following \nany such application of the security deposit, sublessee shall pay to Sublessor\non demand the amount so applied in order to restore the security deposit to \nthe amount thereof existing prior to such application. Any remaining balance \nof the security deposit shall be returned by Sublessor to Sublessee within \nthirty (30) days after the termination of this Sublease; provided, however, \nSublessor shall have the right to retain and expend such remaining balance (a)\nto reimburse Sublessor for any and all rentals or other sums due hereunder \nthat have not been paid in full by Sublessee and\/or (b) for cleaning and \nrepairing the Subleased Premises if Sublessee shall fail to deliver same at \nthe termination of this Sublease in a neat and clean condition and in as good \na condition as existed at the date of possession of same by Sublessee, \nordinary wear and tear only excepted. Sublessee shall not be entitled to any \ninterest on the security deposit.\n\n        6.      USE. The Subleased Premises will be used for general office \npurposes only, and Sublessee will use and maintain the Subleased Premises in a\nlawful manner consistent with the standards of operation of the Building and \nthe other tenants thereof.\n\n                                     -5-\n\n\n \n        7.      PARKING. Sublessee will be entitled to the use of 15 parking \npermits in the Building Parking Garage throughout the Term at no additional \ncost, all of which will be for unreserved\/unassigned parking. Sublessee \nacknowledges that Sublessor's rights to such parking spaces arise under the \nPrime Sublease and are accordingly subject to the terms of that sublease.\n\n        8.      ASSIGNMENT AND SUBLETTING\n\n                (a)     Sublessee shall not, without the prior written consent\nof Sublessor, assign, transfer, mortgage, pledge, hypothecate or encumber this\nSublease or any interest herein or sublet the Subleased Premises or any part \nthereof, or permit the use of the Subleased Premises by any party other than \nSublessee. Any such assignment or subletting without such consent by Sublessor\nshall be void. Any such consent by Sublessor to any such assignment or \nsubletting shall not release Sublessee from any of Sublessee's obligations \nhereunder to be deemed to be a consent to any subsequent assignment, \nsubletting, occupation or use by another person.\n\n                (b)     Sublessor's consent to any proposed assignment or \nsubleting will not be unreasonably withheld, provided that notwithstanding \nSublessor's consent the proposed assignment of subletting will be subject to \nthe further consent of Prime Lessor and Prime Sublessor (provided that in the \ncase of a subletting, Prime Lessor's consent will be required only if \nSublessor's rights to any portion of the Subleased Premises being sublet are \nderived under the Prime Lease, and Prime Sublessor's consent will be required \nonly if Sublessor's rights to any portion of the Subleased Premises being \nsublet are derived under the Prime Sublease). Sublessee agrees that reasonable\nbases upon which Sublessor may decide whether to consent to the proposed \nassignment or subletting include (but are not limited to) the criteria \nenumerated in Section 13.02 of the Prime Lease.\n\n        9.      INDEMNITIES\n\n                (a)     Sublessor shall indemnify Sublessee and Prime Lessor \nfor and hold Sublessee harmless from and against all costs, expenses \n(including reasonable attorney's fees), fines, suits, claims, demands, \nliabilities and actions resulting from any breach, violation or nonperformance\nof any covenant or condition hereof or from any negligent act or omission of \nSublessor or Sublessor's employees, agents or contractors, except to the \nextent that any such costs, expenses, fines, suits, claims, demands, \nliabilities and actions which are also attributable to the negligence of \nSublessee, its employees, agents or contractors.\n\n                (b)     Sublessee shall indemnify Sublessor and Prime Lessor \nfor and hold Sublessor and Prime Lessor harmless from and against all costs, \nexpenses (including reasonable attorneys' fees), fines, suits, claims, \ndemands, liabilities and actions resulting from any breach, violation or \nnonperformance of any covenant or condition hereof, from any liens imposed for\nnon-payment of any mechanics or materialmens in connection with any tenant \nimprovements to the subleased premises, or from any negligent act or omission \nof Sublessee or Sublessee's employees, agents and contractors, except to the \nextent that any such costs, expenses, fines, suits, claims,\n\n                                     -6-\n\n\n \ndemands, liabilities and actions which are also attributable to the negligence\nof Sublessor, its employees, agents or contractors.\n\n        10.     DEFAULT BY SUBLESSEE: REMEDIES OF SUBLESSOR.  In case of any \nbreach hereof by Sublessee, in addition to all other rights of Sublessor \nhereunder or available to Sublessor at law or equity, Sublessor shall have all\nthe rights against Sublessee as would be available to the Prime Lessor against\nSublessor under the Prime Lease if such breach were by Sublessor thereunder.\n\n        11.     QUIET ENJOYMENT.  Provided Sublessee has performed all of the \nterms, covenants, agreements and conditions of this Sublease, including the \npayment of rental and all other sums due hereunder, Sublessee shall peaceably \nand quietly hold and enjoy the Subleased Premises against Sublessor and all \npersons claiming by, through or under Sublessor, for the term herein \ndescribed, subject to the provisions and conditions of this Sublease, the \nPrime Lease and the Prime Sublease.\n\n        12.     LIMITATION OF SUBLESSOR'S LIABILITY.\n\n                (a)     It is understood and agreed that the provisions of \nSection 11 above and any and all other covenants of Sublessor contained in \nthis Sublease shall be binding upon Sublessor and its successors only with \nrespect to breaches occurring during its and their respective ownership of the\nSublessor's interest hereunder. This Sublease is subject to and subordinate to\nall matters of public record in Harris, Texas.\n\n                (b)     Sublessor shall not be liable to Sublessee or \nSublessee's employees, agents, contractors, licensees or invitees for any \ndamage to person or property resulting from any act or omission of any visitor\nto the Subleased Premises except as Sublessor's own negligence may contribute \nthereto.\n\n        13.     NOTICES.  All notices, consents, requests, instructions, \napprovals and other communications provided for herein and all legal process \nin regard hereto shall be validly given, made or served, if in writing and \ndelivered personally or sent by United States certified or registered mail, \npostage prepaid, return receipt requested, if to:\n\n        Sublessor:      Apache Corporation\n                        2000 Post Oak Boulevard, Suite 100\n                        Houston, Texas 77056\n                        Attention:  Manager, Administrative Services\n\n                                     -7-\n\n \n        Sublessee:      IWC Services, Inc.\n                        5151 San Felipe Road, 4th Floor\n                        Houston, Texas 77056\n                        Attention:  Charles Phillips\n\nor to such other addresses as either party hereto may, from time to time, \ndesignate in writing delivered in a like manner.\n\n                (b)     Prime Lessor shall be copied on all notices given, \nmade, or served pursuant to this Paragraph 13, at the address set forth below:\n\n        Prime Sublessor:    Halliburton Company\n                            5151 San Felipe, Suite 200\n                            Houston, Texas 77056\n                            Attn:  Real Estate Manager\n\n        14.     MISCELLANEOUS.\n\n                (a)     No amendment, modification or alteration of the terms \nhereof shall be binding unless the same shall be in writing, dated subsequent \nto the date hereof and duly executed by the parties hereto.\n\n                (b)     Descriptive headings are for convenience only and \nshall not control or affect the meaning or construction of any provision of \nthis Sublease. Whenever the context of this Sublease requires, words used in \nthe singular shall be construed to include the plural and vice versa and \npronouns of whatsoever gender shall be deemed to include and designate the \nmasculine, feminine or neuter gender.\n\n                (c)     For the convenience of the parties, any number of \ncounterparts of this Sublease may be executed by one or more parties hereto \nand each such executed counterpart shall be, and shall be deemed to be, an \noriginal instrument.\n\n                (d)     This Sublease shall be binding upon and inure to the \nbenefit of the parties hereto and (to the extent permitted in accordance with \nthe terms of this Sublease) their respective successors and assigns.\n\n                (e)     Time is of the essence in the performance by Sublessee\nof its obligations hereunder.\n\n                (f)     Sublessor and Sublessee hereby represent and warrant \neach to the other that they have not employed any agents, brokers or such other\nparties in connection with this Sublease, and each agrees that they shall hold\nthe other harmless from and against any and all claims of all other agents, \nbrokers or other such parties claiming by, through or under the respective \nindemnifying party.\n\n                (g)     Sublessee shall have no right, and Sublessee hereby \nwaives and relinquishes all rights which Sublessee might otherwise have, to \nclaim any nature of lien against, or to withhold, deduct from or offset \nagainst any Rent or other sums to be paid to Sublessor by Sublessee, except as\nexpressly provided under this Sublease.\n\n                                     -8-\n\n \n                (h)     All rights and remedies of Sublessor under this \nSublease shall be cumulative and none shall exclude any other rights or \nremedies allowed by law; and this Sublease is declared to be a Texas contract,\nand all of the terms thereof shall be construed according to the laws of the \nState of Texas.\n\n                (i)     This Sublease constitutes the entire agreement of the \nparties with respect to the subject matter hereof, and all prior \ncorrespondence, memoranda, agreements or understandings (written or oral) with\nrespect hereto are merged into and superseded by this Sublease.\n\n                (j)     Sublessee warrants, represents and covenants that (i) \nit is a duly organized and existing legal corporation under the laws of the \nstate in which it is organized, and in good standing in the State of Texas, \n(ii) it has full right and authority to execute, deliver and perform this \nSublease, (iii) the person executing this Sublease on behalf of Sublessee was \nauthorized to do so and (iv) upon request of Sublessor, Sublessee will deliver\nto Sublessor satisfactory evidence of the due authorization, execution and \ndelivery of this Sublease by Sublessee.\n\n                (k)     If any term or provision of this Sublease, or the \napplication thereof to any person or circumstance, shall to any extent be \ninvalid or unenforceable, the remainder of this Sublease, or the application \nof such provision to persons or circumstances other than those as to which it \nis invalid or unenforceable, shall not be affected thereby, and each \nprovision of this Sublease shall be valid and shall be enforceable to the \nextent permitted by law.\n\n                (l)     This Sublease shall not be recorded without the prior \nwritten consent of Prime Lessor and Sublessor.\n\n                (m)     Sublessee acknowledges that, pursuant to the \nprovisions of the Prime Lease and of the Prime Sublease, Sublessor is required\nto obtain Prime Lessor's and Prime Sublessor's written consent to this \nSublease, and accordingly, that the obligations of Sublessor hereunder are \nexpressly subject to Sublessor obtaining such consents. If Prime Lessor's and \nPrime Sublessor's written consent to this Sublease is not obtained by 5:00 \np.m. Central Time on March 15, 1997, this Sublease shall automatically \nterminate and be of no further force and effect. Sublessee acknowledges and \nagrees that if Sublessor permits Sublessee to take occupancy of the Subleased \nPremises before the consents of Prime Lessor and Prime Sublessor are obtained,\nSublessee will do so at its own risk and shall have no claim against Sublessor\nfor any loss or damage whatsoever which Sublessee may suffer or incur as a \nresult of the termination of this Sublease if either such consent is not \nobtained (including, without limitation, the cost of any improvements or \nrepairs to the Subleased Premises made by Sublessee pursuant to Section 1 \nabove). If this Sublease is so terminated, Sublessee agrees to remove its \nfurniture, equipment and other property from the Subleased Premises within \nfourteen (14) days thereafter, and to repair any damage to the Subleased \nPremises occurring as a result of its occupancy thereof, all at Sublessee sole\ncost and expense.\n\n                                     -9-\n\n \n        IN WITNESS WHEREOF, Sublessor and Sublessee have executed this \nSublease effective as of the date and year first written above.\n\n                                'SUBLESSOR'\n\n                                APACHE CORPORATION\n\n\n\n                                By:  \/s\/ H. Craig Clark\n                                   ----------------------------------------\n                                Name:   H. Craig Clark\n                                      -------------------------------------\n                                Title:  VP E&amp;P\n                                      -------------------------------------\n\n\n                                'SUBLESSEE'\n\n                                IWC SERVICES, INC.\n\n\n\n                                By:  \/s\/ Charles T. Phillips\n                                   ----------------------------------------\n                                Name:   Charles T. Phillips\n                                      -------------------------------------\n                                Title:  General Counsel - VP\n                                      -------------------------------------\n\n\n\n\n                                    -10-\n\n\n \n\n\n\n\n\n\n                 [LEVEL 04 FLOOR PLAN GRAPHIC APPEARS HERE]\n\n\n\n\n\n\n\n                                    -11-\n\n\n \n                             CONSENT TO SUBLEASE\n\n\n        This Consent to Sublease is made and entered into effective this 4th \nday of April 1997, by and between Barnhart Interests, Inc., as agent for Sage \nPlaza One Ltd ('Landlord'), Halliburton Company ('Tenant'), and Apache \nCorporation ('Subtenant'), and IWC Services, Inc. ('Subtenant's Sublessee').\n\n                                  RECITALS:\n\n        Reference is made to that certain Lease Agreement dated December 18, \n1992, executed by and between Landlord and Tenant, together with all \namendments thereto ('Master Lease'), and that certain Sublease Agreement dated\nMarch 13, 1995, by and between Landlord, Tenant and Subtenant, together with \nall amendments thereto ('Sublease'). Words with initial capital letters used \nbut not defined herein shall have the respective meanings assigned to them in \nthe Master Lease and the Sublease.\n\n        Tenant and Subtenant have advised Landlord of their desire to sublease\na portion of the Leased Premises to Subtenant's Sublessee, and Landlord has \nindicated its willingness to consent to a sublease of a portion of the Leased \nPremises to Subtenant's Sublessee upon the terms and conditions set forth \nherein.\n\n                                 AGREEMENTS:\n\n        NOW, THEREFORE, for and in consideration of the mutual promises, \ncovenants and agreements contained herein, Landlord, Tenant, Subtenant, and \nSubtenant's Sublessee hereby agree as follows:\n\n        1.      Tenant, Subtenant and Subtenant's Sublessee hereby agree that\n                (i) no consent evidenced by this Agreement shall be deemed a\n                modification of any of the terms and provisions of the Master\n                Lease, (ii) to the extent the terms and provisions of the\n                proposed sublease conflict with the terms and provisions of\n                the Master Lease, the terms and provisions of the Master Lease\n                shall prevail, (iii) Landlord shall not be responsible for or\n                bound by any of the terms and provisions of the proposed\n                sublease, all of the rights and remedies of Landlord with\n                respect to the Leased Premises and the rights of Tenant,\n                Subtenant and Subtenant's Sublessee to occupy and the terms\n                and conditions of such occupation\n\n\n                                 Page 1 of 3\n\n \n\n\n*****************************************************************************\n\n\n                      [PAGE MISSING AND TO COME LATER]\n\n\n****************************************************************************\n\n\n\n\n\n\n\n                                 Page 2 of 3\n\n \n \n                Tenant's relocation of its personal office to accomodate \n                Tenant's sublease of its Leased Premises.\n\n        5.      Subtenant and Subtenant's Sublessee shall pay all costs \nrelated to the sublease transaction contemplated herein, including, without \nlimitation, the fees set forth in Section 13.05. of the Master Lease. Landlord\nand Tenant shall incur no costs related to the sublease.\n\n        6.      Subject to the terms and provisions hereof, Landlord hereby \nconsents to the sublease of the Leased Premises to Subtenant's Sublessee.\n\n        7.      Except as expressly amended hereby, the Master Lease is hereby\nratified and confirmed. The Master Lease and all rights, powers and remedies \ncreated hereby or thereunder are hereby ratified and confirmed in all \nrespects.\n\n        8.      This Agreement shall be governed by and construed in \naccordance with the laws of the State of Texas.\n\n        9.      Executed effective as of the date here first above written.\n\nBARNHART INTERESTS, INC.                HALLIBURTON ENERGY SERVICES\nAS AGENT FOR                            F\/F\/A HALLIBURTON CORPORATION\nSAGE PLAZA ONE LTD.                     A DELAWARE CORPORATION\n('LANDLORD')                            ('TENANT')\n\n\n\/s\/ Paul F. ????                        \/s\/    Tamara W. Blair\n- --------------------------------        ----------------------------------\nName: Paul F. ???                       Name:  Tamara W. Blair\n     ---------------------------              ----------------------------\nTitle:  President                       Title: Director of Real Estate \n                                               Services\n      --------------------------               ---------------------------\n\n\nAPACHE CORPORATION                      IWC SERVICES, INC.\n('SUBTENANT')                           ('SUBTENANT'S SUBLESSEE')\n\n\n\/s\/  H. Craig Clark                          \/s\/ Charles T. Phillips\n- --------------------------------        ----------------------------------\nName:   H. Craig Clark                  Name:  Charles T. Phillips\n     ---------------------------             -----------------------------\nTitle:   VP E&amp;P                         Title:  VP-General Counsel\n      --------------------------              ----------------------------\n\n\n\n                                 Page 3 of 3\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6715,6924],"corporate_contracts_industries":[9409,9413],"corporate_contracts_types":[9579,9609],"class_list":["post-41827","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-apache-corp","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_industries-energy__services","corporate_contracts_types-land","corporate_contracts_types-land__tx"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41827","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41827"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41827"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41827"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41827"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}