SUBLEASE
THIS SUBLEASE is made and entered into as of May 1, 1996 (the
"Commencement Date"), by and between SNYDER OIL CORPORATION, a Delaware
corporation ("Sublandlord"), and PATINA OIL & GAS CORPORATION, a Delaware
corporation ("Subtenant").
RECITALS
A. Sublandlord, as Tenant, has entered into a Lease of Office Space (the
"Lease Agreement") dated June 5, 1991, with Brookfield Minnesota Inc., a
Colorado corporation (now known as Brookfield Denver Inc.), as Landlord
(hereinafter, "Lessor"), for the lease of certain premises in an office building
(the "Building") located at 1625 Broadway, Denver, Colorado, being a portion of
the World Trade Center, more particularly defined in the Lease Agreement as the
"Project."
B. The Lease Agreement has been amended and supplemented by various leases
of additional space, surrenders of leases and space and amendments of which the
following remain effective: (1) Lease of Additional Office Space dated as of
September 9, 1992; (2) Second Lease of Additional Office Space dated June 17,
1993; (3) Amended and Restated Second Lease of Additional Office Space dated
September 13, 1993; (4) Sixth Lease of Additional Office Space and First
Amendment and Extension of Lease dated June 2, 1994; (5) First Partial Surrender
of Lease dated September 8, 1994; (6) Second Amendment of Lease dated February
22, 1995; (7) Third Amendment of Lease dated June 27, 1995; and (8) Second
Partial Surrender and Fourth Amendment of Lease dated April 18, 1996,
(collectively, the "Lease Amendments").
C. The Lease Agreement, as amended by the Lease Amendments, all of which
are attached hereto as Exhibit A, are hereinafter collectively referred to as
the "Master Lease." The entire premises leased to Sublandlord under the Master
Lease is hereinafter referred to as the "Premises."
D. Sublandlord desires to sublease to Subtenant, and Subtenant desires to
sublease from Sublandlord a portion of the Premises (the "Subleased Premises,"
as further defined in this Sublease) on the terms and conditions set forth in
this Sublease.
For and in consideration of the foregoing Recitals, the mutual promises
and covenants of the parties, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sublandlord and
Subtenant hereby agree as follows:
1. Sublease. Sublandlord hereby leases the Subleased Premises to Subtenant,
and Subtenant leases the Subleased Premises from Sublandlord on the terms and
conditions set forth in this Sublease.
Patina sub lease
2. Subleased Premises. The "Subleased Premises" shall mean the 28,628
square feet of rentable area, being all of the 19th and 20th floors of the
Building, as depicted on Exhibit B to this Sublease.
3. Term. The term of this Sublease will begin as of the Commencement Date
and will terminate on November 30, 2001.
- 2 -
Patina sub lease
4. Condition of Subleased Premises. THE SUBLEASED PREMISES SHALL BE
DELIVERED ON AN "AS IS" CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES AS
TO ITS CONDITION OR FITNESS FOR A PARTICULAR USE. Except for the possible
payment of a Future Expansion Allowance and an Improvement Allowance to which
Subtenant may be entitled pursuant to the terms of Sections 20 and 21 of this
Sublease, Sublandlord shall have no responsibility to arrange, effect or make
any changes, alterations, modifications, additions or repairs to the Subleased
Premises, nor to bear any cost or expense incident to any such changes,
alterations, modifications, additions or repairs which may be desired, requested
or undertaken by Subtenant in the future.
5. Annual Rent. Subtenant shall pay to Sublandlord an Annual Rent in the
amount of $1,894,067.09, payable in the manner provided in this Section 5. For
purposes of calculating the Annual Rent payable under this Sublease, 17,892.5
square feet of rentable area of the Subleased Premises shall be referred to as
the "Pass Through Space" and the remaining 10,735.5 square feet of rentable area
shall be referred to as the "Base Year Space."
(a) Pass Through Space Annual Rent. Subtenant shall pay to
Sublandlord as Annual Rent for the Pass Through Space the sum of
$1,110,080.60, payable in advance, without notice, demand, offset or
counterclaim, in monthly installments according to the following schedule:
(i) The sum of $80,516.28 for the period from the Commencement
Date through October 31, 1996, calculated at $9.00 per rentable
square foot per annum, payable in monthly installments of
$13,419.38, on the first day of each calendar month during this
period;
(ii) The sum of $357,850.08 for the period from November 1,
1996 through October 31, 1998, calculated at $10.00 per rentable
square foot per annum, payable in monthly installments of $14,910.42
on the first day of each calendar month during this period;
(iii) The sum of $205,763.76 for the period from November 1,
1998 through October 31, 1999, calculated at $11.50 per rentable
square foot per annum, payable in monthly installments of $17,146.98
on the first day of each calendar month during this period; and
(iv) The sum of $465,950.50 for the period from November 1,
1999 through November 30, 2001, calculated at $12.50 per rentable
square foot per annum, payable in monthly installments of $18,638.02
on the first day of each calendar month during this period.
(b) Base Year Space Annual Rent. Subtenant shall pay to Sublandlord
as Annual Rent for the Base Year Space the sum of $783,986.49 for the
period from September 1, 1996 through November 30, 2001, calculated at
$13.91 per rentable square foot per annum, payable in advance, without
notice, demand, offset or counterclaim, in monthly installments of
$12,444.23 on the first day of each calendar month during this period.
(c) General. If the Commencement Date is other than the first day of
the month or if the term ends on other than the last day of the month, rent
shall be appropriately prorated, and the
- 3 -
Patina sub lease
Annual Rent for such partial first month shall be payable in advance on the
Commencement Date. All Rent payable under this Sublease shall be paid to
Sublandlord at Sublandlord's address as set forth in this Sublease.
6. Additional Rent. During the term of this Sublease, Subtenant shall pay
to Sublandlord, in addition to the Annual Rent, as and when due under the Master
Lease, all other Rent which may be due and payable pursuant to the Master Lease
which is attributable to the Subleased Premises including, but not limited to:
(a) Any Occupancy Costs which Sublandlord is required to pay
pursuant to Article 4 of the Master Lease which is attributable to the
Pass Through Space;
(b) Any Occupancy Costs which Sublandlord is required to pay
pursuant to Article 4 of the Master Lease which is attributable to the
Base Year Space in excess of $6.75 per rentable square foot per annum;
(c) Any other rent or other sums payable as additional rent under
the Master Lease attributable to the Subleased Premises or Subtenant's
activities; and
(d) Any Rent and other payments which Sublandlord is required to pay
under Article 13.00 of the Master Lease by reason of Subtenant remaining
in possession of the Subleased Premises after the expiration of the term
of the Master Lease or this Sublease.
If the term of this Sublease commences after the beginning of or terminates
before the end of a Fiscal Year, any amount payable by Subtenant for Occupancy
Costs shall be adjusted proportionately.
7. Parking. Subtenant shall have the option of subleasing the
following parking spaces from Sublandlord, all of which spaces shall be at
the rates set by Lessor from time to time:
(a) Three (3) parking spaces underneath the Project, one (1) of
which is currently a reserved space but may be converted to an unreserved
space at any time by Lessor; and
(b) Nineteen (19) unreserved parking spaces at the Tremont Parking
Center, located at 15th and Tremont Streets, representing one space for
each 1,500 square feet of rentable area within the Subleased Premises.
Subtenant shall exercise such options by executing and delivering to Sublandlord
a written notice of exercise. Payment of charges for parking spaces subleased
hereunder shall be deemed additional rent due and payable in advance on the
first day of each calendar month during the term of this Sublease. If Subtenant
fails to pay for any parking charges in a timely manner, Sublandlord shall not
be required to advance any amounts for Subtenant, Subtenant shall be in default
and, in addition to any other rights Sublandlord may have, Sublandlord shall
have the right to cancel the sublease of the parking spaces for which payment
was not received.
As of the date of this Sublease, Sublandlord is subleasing to third parties
some or all of the parking spaces which are to be made available to Subtenant
hereunder. Sublandlord has the right to terminate the existing subleases upon 30
days' notice to the parties subleasing those spaces. Upon Subtenant exercising
- 4 -
Patina sub lease
its options hereunder, Sublandlord will give termination notices to the parties
subleasing those spaces, and will make the spaces available to Subtenant as soon
as reasonably practicable hereunder. Sublandlord shall have no liability for
delays in delivering such spaces to Subtenant. Subtenant's sole remedy shall be
delay in paying for such spaces until they are made available to Subtenant.
If Subtenant no longer desires to sublease some or all of the parking
spaces, Subtenant may cancel its sublease of any or all of the parking spaces
from time to time by giving written notice to Sublandlord. Unless otherwise
agreed to in writing by Sublandlord, such cancellation shall be effective only
at the end of a calendar month and no sooner than the last day of the second
full calendar month after the notice of cancellation is delivered to
Sublandlord.
If Subtenant's sublease of any parking space is cancelled, such spaces
shall no longer be deemed available to Subtenant, and Sublandlord shall be under
no obligation to provide those spaces to Subtenant. If Subtenant seeks to again
sublease all or a portion of the parking spaces so relinquished, Sublandlord
shall use reasonable efforts re-sublease such parking spaces to Subtenant, but
in no event will Sublandlord be obligated to re-sublease such parking spaces if
they are not available from the Lessor or if Sublandlord has other uses for such
spaces (including but not limited to use of such spaces by Sublandlord or the
sublease or license of such spaces to other users). Subtenant's rights to
parking under the Sublease shall at all times be subject to the terms and
availability of such parking under the Master Lease.
8. Services. Sublandlord shall not be obligated to provide any services to
Subtenant or repairs or maintenance to the Subleased Premises, the Building or
the Project. Subtenant's sole source of services shall be the Lessor pursuant to
the terms of the Master Lease; provided, however, upon the reasonable request of
Subtenant, Sublandlord will provide commercially reasonable assistance to
Subtenant in enforcing the terms of the Master Lease which require Lessor to
provide services, repairs or maintenance to the Subleased Premises or the
Building. Sublandlord shall not be required to incur any out-of-pocket expenses
in providing such assistance, and Sublandlord may condition its providing such
assistance upon any such expenses being paid by Subtenant as they become due. In
the event that Sublandlord and Subtenant are both involved in enforcing such
terms of the Master Lease, Subtenant shall only be responsible for its
proportionate share of such expenses allocated to the Subleased Premises. If
there is any reduction or discontinuance of service as required to be provided
to the Subleased Premises by Lessor under the Master Lease and as a result of
same Sublandlord is entitled to abatement of Rent or other sums, if any, payable
under the Master Lease, with respect to the Subleased Premises, then Subtenant
shall be entitled to an abatement of Rent and other sums, if any, payable under
this Sublease, but only to the extent the abatement afforded to Sublandlord
relates to the Subleased Premises. Subtenant shall reimburse Sublandlord for an
equitable portion of Sublandlord's out-of-pocket cost incurred in enforcing an
abatement of Rent affecting the Subleased Premises. Sublandlord makes no
representations or warranties as to the availability or adequacy of services.
Except as provided herein, Subtenant's covenants to pay Rent under this Sublease
are separate and independent from any covenant of Sublandlord or Lessor to
provide services or other amenities hereunder.
Subtenant shall not request any additional services from Lessor without
Sublandlord's prior approval, which approval shall not be unreasonably withheld,
provided Subtenant is not then in default. Subtenant shall promptly pay Lessor
directly for such services and provide Sublandlord with evidence of payment.
9. Signage. Sublandlord shall cooperate with Subtenant in having
Subtenant's name and location of its office placed on the Building directory in
the lobby of the Building, its name placed near the
- 5 -
Patina sub lease
elevator on the floor on which the Subleased Premises are located and otherwise
in placing a placard designating Subtenant's name, either on the entrance to the
Subleased Premises or immediately adjacent thereto. All such signage shall be
standard signage for the Building and subject to the approval of Lessor.
10. Master Lease. This Sublease is subject and subordinate to the Master
Lease. The provisions of the Master Lease are incorporated into this Sublease as
the agreement of Sublandlord and Subtenant and are applicable to this Sublease
with the same force and effect as though Sublandlord was landlord under the
Master Lease, and Subtenant was tenant under the Master Lease. Subtenant assumes
and agrees to make all payments with respect to the Subleased Premises and to
perform and be bound by all of Sublandlord's covenants and obligations contained
in the Master Lease with respect to the Subleased Premises. In the event of any
conflict between the terms and provisions of the Master Lease and this Sublease,
the terms and provisions of the Master Lease shall prevail and control.
11. Default by Subtenant. Subtenant shall not cause or allow to be caused
any default under the Master Lease, nor shall Subtenant permit anything to be
done which would cause the Master Lease to be terminated or forfeited by reason
of any right of termination or forfeiture reserved or vested in Lessor under the
Master Lease. In the event of any breach by Subtenant under the Master Lease or
this Sublease, Sublandlord shall have all the rights against Subtenant as would
be available to the landlord against the tenant under the Master Lease if such
breach were by the tenant thereunder including, but not limited to, the right to
terminate Subtenant's right to possession of the Subleased Premises and any
options granted under this Sublease and all other rights and remedies upon
default as set forth in the Master Lease.
12. Subtenant Indemnification. In addition to all other obligations it may
have under this Sublease, Subtenant shall indemnify, defend and hold Sublandlord
harmless from and against any losses, liabilities, obligations, damages, costs
and expenses (including reasonable attorneys' fees and costs) arising out of any
default under the Sublease or the Master Lease caused solely by Subtenant or its
employees, agents or contractors; provided, however, Subtenant shall have no
obligation to indemnify Sublandlord for matters arising out of the default,
negligence or willful misconduct of Sublandlord or its employees, agents or
contractors.
13. Lessor Consent. This Sublease is contingent upon Lessor consenting to
this Sublease and Lessor not exercising its rights of first offer under Section
11.03 of the Master Lease. Sublandlord shall submit this Sublease to Lessor for
its approval promptly after execution of this Sublease by Sublandlord and
Subtenant. Subtenant shall cooperate with Sublandlord in providing Lessor any
and all information concerning Subtenant as Lessor may request in connection
with its review of this Sublease and Subtenant. If Lessor's consent is
conditioned and Subtenant and Sublandlord accept the consent notwithstanding
such conditions, this Sublease shall be subject to the conditions of Lessor's
consent.
14. Future Assignment or Sublease. Subtenant shall not assign or otherwise
transfer, mortgage, pledge, hypothecate or encumber this Sublease or the
Subleased Premises, or any interest therein, and shall not sublet the Subleased
Premises or any part thereof, or any right or privilege appurtenant thereof, or
permit any other party to occupy the Subleased Premises, or any portion thereof,
without the written consent of Lessor and Sublandlord, which consent shall not
be unreasonably withheld by Sublandlord. Sublandlord's consent to any
assignment, transfer or subletting by Subtenant shall not relieve Subtenant from
any of its obligations under this Sublease.
- 6 -
Patina sub lease
15. Tenant Alterations. Subtenant shall make no alteration, change,
improvement, repair, replacement or addition to the Subleased Premises without
the prior written consent of Lessor and Sublandlord. Sublandlord agrees that it
will not unreasonably withhold its consent to any of the foregoing. Subtenant
shall provide to Sublandlord copies of any and all plans, specifications,
notices and other correspondence delivered by Subtenant to Lessor which relate
to Subtenant's request for Lessor's approval hereunder. Notwithstanding anything
in this Sublease that may imply to the contrary, Subtenant is not entitled to
and shall not receive from Sublandlord any Expansion Allowance, Painting
Allowance, Other Improvement Allowance (as those terms are defined in the Master
Lease) or any other allowance now or hereafter granted or made available by
Lessor to Sublandlord, except Subtenant may be entitled to an Improvement
Allowance under Section 21 and a Future Expansion Option under Section 20 of
this Sublease, if the terms and conditions of those Sections are satisfied.
16. Insurance. Subtenant shall maintain, throughout the term of this
Sublease, such policy or policies of insurance with respect to the Subleased
Premises as Sublandlord is required to maintain pursuant to the Master Lease
including, but not limited to, the policies required pursuant to Section 9.02 of
the Master Lease. The required liability policies shall name Sublandlord and
Lessor as additional insureds, shall insure performance of the indemnities of
Subtenant contained in this Sublease and shall be primary coverage in the
instance of Subtenant's indemnities, so that any insurance coverage obtained by
Lessor or Sublandlord shall be in excess thereto. All policies required under
this Sublease shall be endorsed to provide a waiver of subrogation as to
Sublandlord and Lessor. Upon Sublandlord's request from time to time, Subtenant
shall promptly deliver to Sublandlord evidence that all premiums have been paid
and all policies are in full force and effect, all in such form as Sublandlord
may reasonably request. All policies required under this Sublease shall include
an agreement by the insurer that the policy shall not be canceled, terminated,
modified or allowed to expire without 15 days' written notice to Sublandlord.
17. Hazardous Materials. Subtenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any biologically
or chemically active or other hazardous substances or materials on or about the
Subleased Premises or any other portion of the Project, nor shall Subtenant
allow the storage or use of such substances or materials on or about the
Subleased Premises or any other portion of the Project, nor allow to be brought
into the Subleased Premises or any portion of the Project any such materials or
substances. Without limitation, hazardous substances and materials shall include
those described in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Resource Conservation and Recovery Act, the Superfund
Amendments and Re-Authorization Act of 1986, the Occupational Safety and Health
Act, the Clean Water Act, and any amendments to such acts, and any federal,
state or municipal laws, ordinances, regulations or common law which may now or
hereafter impose liability on Lessor or Sublandlord with respect to hazardous
substances. Subtenant shall be solely responsible for and shall defend,
indemnify and hold Lessor and Sublandlord, their agents and employees, harmless
from and against all claims, costs and liabilities, including attorneys' fees,
court costs and other expenses of litigation (1) arising out of or in connection
with any breach of this Section, or (2) arising out of or in any connection with
the removal, cleanup and restoration work and materials necessary to return the
Subleased Premises and the Project and any other property of whatever nature
located therein to their condition existing prior to the introduction of
hazardous materials in or about the Sublease Premises or Project. If any lender
or governmental agency shall ever require testing to ascertain whether or not
there has been any hazardous material on or about the Subleased Premises (or, as
a result of Subtenant's actions, on or about other portions of the Project),
then the cost thereof shall be reimbursed by Subtenant to Sublandlord upon
demand. In addition, Subtenant shall execute affidavits, representations and the
like from time to time at Lessor's or Sublandlord's request concerning
Subtenant's knowledge and belief regarding the presence of
- 7 -
Patina sub lease
hazardous substances or materials on the Subleased Premises. The within
covenants and indemnities shall survive the expiration or earlier termination of
the term of this Sublease.
18. Termination of Master Lease. Sublandlord shall not do or suffer or
permit anything to be done which would constitute a default under the Master
Lease or would cause the Master Lease to be canceled, terminated or forfeited by
virtue of any rights of cancellation, termination or forfeiture reserved or
vested in the Lessor under the Master Lease. Notwithstanding the foregoing,
Sublandlord may voluntarily terminate the Master Lease during the term of this
Sublease provided Lessor agrees in writing to treat such termination as an
assignment of this Sublease by Sublandlord to Lessor. In the event of any such
termination, Subtenant shall be bound to Lessor for the balance of the term of
this Sublease as if Lessor were the Sublandlord under this Sublease, Subtenant
shall attorn to Lessor as its landlord, Sublandlord shall be released from any
liability with respect to such termination and no liability or obligation shall
thereafter accrue against Sublandlord with respect to this Sublease.
19. Sublandlord Indemnification. Sublandlord shall perform all of its
obligations as tenant under the Master Lease. Sublandlord shall indemnify,
defend and hold Subtenant harmless from and against any and all losses,
liabilities, obligations, damages, costs and expenses (including reasonable
attorneys' fees and costs) arising out of any default under the Master Lease
caused solely by Sublandlord or its employees, agents or contractors; provided,
however, Sublandlord shall have no obligation to indemnify Subtenant for matters
arising out of the default, negligence or willful misconduct of Subtenant or its
employees, agents or contractors.
20. Rights of First Offer. Pursuant to Articles 30.00 and 31.00 of the
Master Lease, Sublandlord has been granted certain rights of first offer (the
"Rights of First Offer") to lease additional space in the Building. Provided
Subtenant is not then in default under this Sublease and provided further that
Sublandlord does not intend to lease the subject Offer Space for its own use,
Sublandlord will promptly forward to Subtenant a copy of any written notice of
available First Offer Space or Second Offer Space (the "Offer Space") which
Sublandlord receives from Lessor under Article 30.00 or Article 31.00 of the
Master Lease. Upon all of the following conditions being satisfied, Sublandlord
will exercise its right to lease the Offer Space, in which event Subtenant shall
sublease the Offer Space specified in such notice upon the terms and conditions
herein set forth:
(a) Subtenant shall deliver to Sublandlord an unconditional, written
notice of Subtenant's exercise of its right to lease such Offer Space,
which notice must be received by Sublandlord at least one business day
prior to the date upon which Sublandlord is required to deliver to Lessor
its notice of exercise under Section 30.02 or 31.02 of the Master Lease;
(b) Subtenant shall not be in default beyond any applicable notice
and cure period under the Sublease at the time Lessor gives notice, or at
the commencement date of the Sublease of the Offer Space and there shall
have been no material adverse change in the financial condition of
Subtenant from the date of this Sublease;
(c) Sublandlord does not desire to use the subject Offer Space for
its own use, it being understood that Subtenant's rights under the Rights
of First Offer shall at all times be subordinate to the rights of
Sublandlord; and
(d) Lessor in fact leases such Offer Space to Sublandlord.
- 8 -
Patina sub lease
The terms of any sublease of the Offer Space will be exactly the same as those
on which Sublandlord leases such space from Lessor, the terms of which are set
forth in the Master Lease, including the right to any Future Expansion
Allowance, but only to the extent actually paid by Lessor and allocable to the
Offer Space which Subtenant subleases hereunder. Any payments of Future
Expansion Allowance to Subtenant shall be contingent upon Sublandlord receiving
payment from Lessor, and Sublandlord's receipt and approval of invoices and such
other evidence that such funds have been spent for the design and construction
of improvements with the subject Offer Space, as Subtenant may request. It is
the intent of the parties that any sublease of Offer Space be a net sublease to
Sublandlord, and Subtenant shall reimburse Sublandlord for any reasonable
out-of-pocket expenses incurred by Sublandlord in leasing the Offer Space
hereunder. The obligation of Subtenant to sublease the Offer Space shall be
automatic upon satisfaction of the foregoing conditions. Nonetheless, within 15
days of receipt from Sublandlord, Subtenant shall execute an amendment to this
Sublease to evidence any lease under this Section, provided such amendment is
consistent with the terms hereof. Sublandlord shall use good faith efforts in
providing Subtenant with notices from Lessor hereunder and otherwise attempting
to make available to Subtenant any Offer Space which is offered to Sublandlord
under the Rights of First Offer. Subtenant's remedies for Sublandlord's failure
to deliver any Offer Space in accordance with the provisions of this Sublease
shall be limited to $10,000, and Subtenant shall have no claim for and hereby
waives all rights to any other damages, specific performance or any other legal
or equitable relief against Sublandlord or any other party.
21. Improvement Allowance. Sublandlord shall provide an improvement
allowance not to exceed $35,000 (the "Improvement Allowance") for the purpose of
contributing toward the cost of any design, engineering and construction of
approved improvements within the Subleased Premises (the "Leasehold
Improvements") upon the terms and conditions set forth herein. Within 75 days
after receipt of substantiating invoices and lien waivers acceptable to
Sublandlord and Lessor, Sublandlord shall pay to Tenant an amount equal to
invoices submitted for Leasehold Improvements, but not to exceed the Improvement
Allowance. Any portion of the Improvement Allowance for which invoices have not
been submitted as of November 1, 1999 shall be deemed Sublandlord's and no
longer available to Subtenant, and no Rent or any other amounts owed hereunder
shall be offset by such amount. Subtenant acknowledges that all or part of the
Improvement Allowance will be funded by Sublandlord from allowances granted to
Sublandlord under the Master Lease. Subtenant shall cooperate with Sublandlord
in promptly providing to Sublandlord any and all invoices, plans,
specifications, drawings and other documentation as Sublandlord may reasonably
request, including, but not limited to, any such documents as may be required by
Lessor, in order to assure Sublandlord and Lessor that the Improvement Allowance
is properly payable hereunder.
22. Governing Law. This Sublease shall be governed by and construed in
accordance with the laws of the State of Colorado.
23. Severability. Should any of the provisions of this Sublease to any
extent be held to be invalid or unenforceable, the remainder of this Sublease
shall continue in full force and effect.
24. Entire Agreement. This Sublease embodies the entire understanding and
agreement among the parties relative to the matters contained herein, and
supersedes all prior negotiations, understandings or agreements in regard
thereto, whether written or oral.
25. Waiver. No provision of this Sublease may be waived, except by an
agreement in writing signed by all of the parties hereto. A waiver of any term
or provision shall not be construed as a waiver of any other term or provision.
- 9 -
Patina sub lease
26. Headings. The subject headings used in this Sublease are included for
purposes of reference only, and shall not affect the construction or
interpretation of any of its provisions.
27. Amendment. This Sublease may be amended, altered or revoked only by
written instrument executed by all of the parties.
28. Notices. All notices required or permitted by this Agreement shall be
in writing and shall be given by personal delivery or sent to the address of the
party set forth below by registered or certified mail, postage prepaid, return
receipt requested, or by reputable overnight courier, prepaid, receipt
acknowledged. Notices shall be deemed received on the earlier of the date of
actual receipt or, in the case of notice by mail or overnight courier, the date
of receipt marked on the acknowledgment of receipt. Rejection or refusal to
accept or the inability to deliver because of change of address of which no
notice was given shall be deemed to be received as of the date such notice was
deposited in the mail or delivered to the courier.
If to Sublandlord: Snyder Oil Corporation
1625 Broadway, Suite 2200
Denver, CO 80202
Attn: Rodney L. Waller
If to Subtenant: Patina Oil & Gas Corporation
1625 Broadway, Suite 2000
Denver, CO 80202
Attn: General Counsel
Any party may change its address to which notices should be sent to it by giving
the other parties written notice of the new address in the manner set forth in
this paragraph.
29. Notices from Lessor. Sublandlord and Subtenant shall use good faith
efforts to promptly forward to one another copies of any notices applicable to
this Sublease or the Subleased Premises which either of them may receive from
Lessor under the Master Lease.
30. Construction. All terms used in this Sublease shall have the same
meaning as assigned to them in the Master Lease except as otherwise expressly
provided herein.
31. Further Acts. Upon reasonable request from a party hereto, from time
to time, each party shall execute and deliver such additional documents and
instruments and take such other actions as may be reasonably necessary to give
effect to the intents and purposes of this Sublease.
32. Attorneys' Fees. In the event of any litigation or arbitration
proceedings between the parties hereto concerning the subject matter of this
Sublease, the prevailing party in such litigation or proceeding shall be
awarded, in addition to the amount of any judgment or other award entered
therein, the costs and expenses, including reasonable attorneys' fees, incurred
by the prevailing party in the litigation or proceeding.
- 10 -
Patina sub lease
33. Binding Effect. This Sublease shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
34. Brokers. Each party represents and warrants to the other that it has
not dealt with any real estate broker or finder in connection with this
Sublease. Each party shall indemnify and hold harmless the other from any loss,
claim, damage, obligation, cost or expense, including reasonable attorneys'
fees, arising out of any claim made by any other broker or finder claiming by,
through or under such party.
35. Authority. Each party represents and warrants unto the other that (a)
it is a duly organized and existing legal entity under the laws of the State in
which it is organized, and in good standing and authorized to do business in the
State of Colorado, (b) it has full right and authority to execute, deliver and
perform this Sublease, (c) the person executing this Sublease is authorized to
do so, and (d) upon request of Sublandlord, such person executing on behalf of
Subtenant will deliver satisfactory evidence of his or her authority to execute
this Sublease on behalf of Subtenant.
36. Effective Date. Pursuant to the Agreement and Plan of Merger between,
among others, Subtenant and Sublandlord, Subtenant is responsible for the
occupancy costs for two floors of Sublandlord's space under the Master Lease as
of May 1, 1996. The Subleased Premises represents the two floors contemplated by
that Agreement. As of the Commencement Date, some of Subtenant's employees are
occupying a portion of the Premises other than the Subleased Premises, and some
of Sublandlord's employees may be occupying a portion of the Subleased Premises.
Subtenant and Sublandlord will relocate their respective employees to the
Subleased Premises and the balance of the Premises, respectively, within 15 days
following written notice given by the other party. Notwithstanding the
foregoing, Subtenant acknowledges that it has accepted delivery of the Subleased
Premises as of the Commencement Date.
THIS SUBLEASE is executed by the parties effective as of the date first
above written, notwithstanding the actual date of execution.
SUBLANDLORD:
SNYDER OIL CORPORATION,
a Delaware corporation
By:
Its:
- 11 -
Patina sub lease
SUBTENANT:
PATINA OIL & GAS CORPORATION,
a Delaware corporation
By:
Its:
- 12 -
Patina sub lease