Lease Agreement * United States of America

LEASE AGREEMENT * UNITED STATES OF AMERICA

BETWEEN * STATE OF LOUISIANA

THE BOARD OF COMMISSIONERS * PARISH OF ORLEANS OF THE PORT OF NEW ORLEANS * AND * XX * (Board Contract #XX) * * * * * * *

THIS LEASE AGREEMENT (hereafter “Lease”), made and entered into on the dates written below and effective as provided hereafter, between the Board of Commissioners of the Port of New Orleans (hereafter “Board” or “Lessor”), a political subdivision of the State of Louisiana, having its principal place of business located at 1350 Port of New Orleans Place, New Orleans, Louisiana 70130, represented herein by Gary P. LaGrange, its President and Chief Executive Officer, by virtue of a resolution of said Board taken at a public meeting on ----- , a certified copy of which is annexed hereto as Exhibit "A", and ----- (hereafter “Lessee”), a ______organized and existing under the laws of the State of ______, having its principal place of business located at ------, represented herein by ------, its ______, by virtue of a______of said ______, a certified copy of which is annexed hereto as Exhibit "B",

W I T N E S S E S:

THAT, IN CONSIDERATION of the covenants and agreements to be kept and performed by the parties hereto and on the terms and conditions herein set forth, the parties hereto agree as follows:

1. DESCRIPTION OF LEASED PREMISES

Lessor hereby leases to Lessee ---- square feet of building and the adjoining land located at ----, New Orleans Louisiana (hereafter “Leased Premises”), together with any improvements or immovables thereon, as more fully shown on Board Drawing M12- ______, dated ---, 20__, attached hereto and made a part hereof as Exhibit "C".

2. PEACEABLE POSSESSION

Board binds itself to cause Lessee to be maintained in peaceable possession of the Leased Premises during the term of this Lease unless an Event of Default as hereinafter defined has occurred and is continuing or an event has occurred which, with the passage of time or the giving of notice or both, may become an Event of Default. Should Lessee be disturbed by any person or persons claiming a right to the Leased Premises, or should Lessee be sued by any person or

of 33 persons claiming the whole or any part of said Leased Premises or claiming a servitude on the same, Lessee shall call Board in warranty, and Board hereby obligates itself to defend any such action at its costs, provided that this section shall not apply to disturbances by trespassers or any enforcement action or lawsuit undertaken by the State of Louisiana or any local government asserting any tax liability on any improvements constructed or owned by Lessee thereon.

3. TERM; EXTENDED TERMS

(A) This Lease shall be for a term of -- (-) years, commencing as of the ___ day of --, 20 , and ending at midnight on --, 20-- (hereafter the “Primary Term.” Should Lessee occupy the Leased Premises before said commencement date, all terms and conditions of this Lease shall be applicable and the rent prorated on a daily basis for such period unless stated otherwise herein.

(B) Lessee shall have the option to extend the Primary Term of this Lease for -- additional -- (-) year periods (hereafter the “Extended Terms”) on the same terms and conditions as set forth in this Lease, except the rental shall be adjusted in accordance with Section 4 (B) ("Rent") below. If Lessee desires to exercise its renewal option, Lessee must give irrevocable notice in writing to Board at least ninety (90) days before the expiration of the then current lease term. Such exercise shall, at Board's option, be void if an Event of Default (as hereafter defined) has occurred and is continuing or if an event has occurred that may, with the passage of time or the giving of notice or both, become an Event of Default at the time of the giving of said notice or at any time thereafter and before the Extended Term may begin.

4. RENT

(A) This Lease is made for and in consideration of an annual rental of ____ thousand dollars and no cents ($--.00). Rent shall be payable in equal monthly installments of -- dollars ($--.00) in advance on the first day of each month.

(B) If Lessee exercises its option to extend the Lease granted to it in Section 3(B) ("Term; Extended Terms") above, the rent shall be adjusted on the effective date of each Extended Term according to the following calculation: By using information available from the U.S. Department of Labor, Bureau of Labor Statistics, or successor, the value of a fraction shall be determined by dividing the numerator thereof by the denominator thereof, the denominator of which shall be the Consumer Price Index figure for All Urban Consumers, U.S. City Average, All Items (1982-84 = 100) (hereinafter the “CPI-U”) for ______2000 and the numerator of which shall be the CPI-U figure for ______200_. The annual rent then in effect shall be multiplied by the value of the fraction as determined above, and the product thereof shall be the annual rent. In no event shall the annual rent be less than is then currently being paid.

(C) All sums due under this Section 4 ("Rent") are payable at the offices of Board, 1350 Port of New Orleans Place, New Orleans, LA 70130, or mailed to P.O. Box 60046, New Orleans, LA 70160, attention Accounting Department. All such payments shall indicate they are due under Board Contract No. _____. Requisite supporting documentation to substantiate the correctness of the amount paid must be submitted with the payment. Payments not received by

of 33 Board when due or which are received without sufficient supporting documentation as required herein shall be considered delinquent until both the payment and such documentation are received, and such payments shall be subject to the delinquent fee provided herein. A delinquent fee of five hundredths (.05%) percent per day (approximately 18 1/4% per annum) shall be assessed on any delinquent payments of any sums due under this Section until they have been received and until the appropriate supporting documents have been received.

(D) Board reserves the right to periodically impose a fee of $0.51/square foot for common area maintenance (“CAM”) that may be incurred by the Board. CAM means any and all cost, expense or disbursement which Board incurs, pays or becomes obligated to pay during any Lease year in connection with the ownership, operation, repair, and security of the building or the land or the related appurtenances, including the cost of providing any building services. Such fee shall not be imposed more than once per year throughout the Term, or any Extension Term, and in no case upon less than 3 months prior notice.

5. SECURITY REQUIREMENT.

(A) Lessee shall provide security to Board in an amount equal to Lessee's annual rent to guarantee any or all of Lessee's obligations under this Lease. Such security shall be in the form of a cash deposit or in a manner as provided below. Any security instrument provided to Board in fulfillment of this obligation shall reference Board’s Contract No. ------. If Lessee fails to perform any obligation of Lessee under this Lease, Board shall have the right to use the security in its sole discretion to cause the obligations to be satisfied.

(B) Lessee shall have the right to satisfy its obligation under Subsection (A) above by providing a performance bond which shall be in effect for the entire term of this Lease and any extension or renewal thereof and furthermore shall remain in effect for thirty (30) days beyond the term of this Lease and all premiums for it shall be paid by Lessee. Lessee agrees that in the event of cancellation or termination of the bond, a new bond providing the same guarantees to Board shall be furnished by Lessee to Board prior to the effective date of such termination or cancellation. The performance bond shall be in a form substantially similar to the following form and acceptable to the Board in its discretion:

______, a surety corporation organized and existing under and pursuant to the laws of the State of ______, having its principal office in [city] ______, State of ______, duly authorized to act pursuant to a power of attorney conferred on him, a duly certified copy of which is annexed hereto and made part hereof, which corporation binds and obligates itself jointly, severally and in solido with [Lessee’s corporate name] , to and in favor of Board of Commissioners of the Port of New Orleans, a political subdivision of the State of Louisiana, for the faithful performance by Lessee of all obligations assumed by or imposed on Lessee by the Lease between Board and [Lessee’s corporate name], including payment of such rent as may be due by Lessee to Board, provided, however, that the obligation of ______as surety

of 33 hereunder shall not be less than the amount of the yearly rental as it may escalate during the term of this Lease; and provided that if Lessee shall perform and abide by all of the obligations assumed by or imposed on Lessee by this Lease, including the payment of rent, this obligation shall be null and void and of no effect. Otherwise, it shall remain in full force and effect.

(C)(i) Alternatively, Lessee shall have the right to satisfy its obligation under subsection (A) above by providing an irrevocable letter of credit in the form and manner set out below. The irrevocable letter of credit must be issued or confirmed by a bank organized pursuant to the laws of the United States of America and reasonably acceptable to Board in the New Orleans area and must provide for partial draws on it. Furthermore, it shall be in the amount of the rent at the time of the effective date of this Lease or as it may escalate during the term of this Lease and available by draft of Board at sight to be accompanied by the signed statement of Board, acting through its president and chief executive officer, his designee, its chief financial officer, or its executive counsel certifying that Lessee has failed to faithfully perform any obligation assumed by or imposed on Lessee by this Lease. The letter of credit shall be delivered to Board at the time of execution of this Lease. Lessee agrees that in the event of cancellation or termination of said letter of credit, a new letter of credit providing the same guarantees to Board shall be furnished by Lessee to Board before the effective date of such cancellation or termination. Said letter of credit shall be in effect for the entire term of this Lease and any extension or renewal of this Lease and furthermore for a period of thirty (30) days beyond the term of this Lease. If the said letter of credit is not replaced at least thirty (30) days before its expiration, Board shall have the right to draw down the entire proceeds of the letter of credit and hold them as security until Lessee provides a replacement letter of credit in compliance with this Subsection, all without the necessity of placing Lessee in default for failure to replace the letter of credit timely, notwithstanding the provisions of the Section 20 (“Default”) below of this Lease.

(ii) Lessee agrees that under no circumstances shall Board be liable in damages to Lessee in the event that Board should issue a draft or drafts against said letter of credit in an amount or amounts over and above that which may ultimately be declared to be the actual liability of Lessee to Board.

6. LIMITATION OF OPERATIONS ON LEASED PREMISES

A consideration for Board entering into this Lease is that the operations conducted on the Leased Premises shall contribute to the domestic or foreign waterborne commerce of the Port of New Orleans. Lessee shall use the Leased Premises solely for the purpose of ------. Lessee shall not use the Leased Premises for any other purpose without first obtaining the written approval of Board acting through its president and chief executive officer in his discretion. In addition, Lessee shall not change its operational activities on the Leased Premises after execution of this Lease in a way which could increase the risk of exposure to adverse environmental or human health impacts without first obtaining the written consent of the Board, acting through its president and chief executive officer. In giving its consent to a change in operational activities, whether related to increased environmental risk or otherwise, the Board shall retain the discretion to deny such changed activities, or to require that Lease terms be revised as the situation may warrant.

of 33 Lessee acknowledges and accepts all existing licenses, permits, servitudes and rights-of- way for public streets, roads and highways, public utilities, electric power lines, electric transmission facilities, railroads, pipelines, encroachments, ditches, conduits and canals on, over and across said land, whether or not of record as listed in the Port Facility Property Instrument of Disposal Quitclaim Deed between the Board of Commissioners of the Port of New Orleans and the United States Government made effective on the 5th day of September, 2017 hereinafter referred to as “Quitclaim Deed” which is attached hereto as Exhibit “B” and made a part hereof.

7. MAINTENANCE; DREDGING

(A) Lessee shall be responsible for and shall at its own cost, risk, and expense perform and pay all costs of maintenance and repairs attributable to Lessee's operations on and use of the Leased Premises and any facilities and equipment situated or to be situated thereon, so that at the termination of this Lease, and at all times during this Lease, the same will be in as good condition as at the commencement of this Lease, normal wear and tear excepted. All repairs shall be equal in quality to the original in material and workmanship. Board shall have no responsibility whatsoever to perform any maintenance or repair work on the Leased Premises.

(B) Should Lessee fail to begin maintenance or repairs as required in Subsection (A) above within thirty (30) days after having been notified in writing by Board to perform such obligations or to pursue continuously and without interruption the completion of such repairs, in addition to such remedies as may be afforded to Board by law, Board is hereby authorized by Lessee to perform or have the work performed at Lessee's cost, risk and expense, and Lessee shall on demand pay to Board the actual expenses, including overhead, incurred by Board or paid to Board's contractor, which shall be referred to as recoverable costs. In the event Board has to discharge Lessee's obligations under this Section, Lessee agrees to pay to Board all Board's recoverable costs per obligation plus an additional twenty (20%) percent as compensation for discharging each one of Lessee's obligations hereunder. Failure of Lessee to reimburse Board for said recoverable costs per obligation plus the additional twenty (20%) percent within thirty (30) days after written demand therefor by Board shall be cause for immediate cancellation of this Lease by Board, provided, however, that this right of cancellation shall not constitute a waiver by Board of any remedies now or hereafter given to Board by the laws of Louisiana, it being expressly understood that Board reserves the right to avail itself of any and all such remedies. In the event Board elects to file legal action to enforce the performance by Lessee of the herein above obligations or to recover its said recoverable costs, Lessee herein agrees to pay to Board all costs, including reasonable attorney’s fees, expenses, and court costs so incurred by Board.

(C) Lessee shall be responsible at its sole cost, risk, and expense for all dredging it deems necessary at the Leased Premises.

8. CONDITION OF LEASED PREMISES

of 33 (A) Lessee shall perform a Phase I environmental audit before it takes possession to establish an environmental baseline for the property and submit such report to the Board as soon as the report is made available to Lessee by its environmental consultant performing the audit.

(B) Lessee acknowledges that it has inspected the Leased Premises and agrees to accept the Leased Premises in its present condition without any obligation on Board to make any changes or improvements or to do construction of any kind, whether in connection with access, utilities or otherwise. Before Lessee begins operations on the Leased Premises, Board and Lessee shall conduct a joint move-in survey, which shall be committed to writing and accepted by signatures of representatives of both parties or, before the Lease begins, Board and Lessee shall conduct a joint survey of the Leased Premises, which shall be committed to writing and accepted by signatures of representatives of both parties. Lessee shall make or cause to be made such improvements as necessary or appropriate to place the Leased Premises in a safe and usable condition for conducting its business, provided that no such work shall be undertaken without Lessee's first having submitted the plans and specifications for the proposed work to and securing the written approval of Board as provided in Section 15 ("Construction") below.

(C) Lessee, from the time of its occupancy and until the Leased Premises are vacated by Lessee, shall assume sole liability for the condition of the Leased Premises as well as of any constructions, utilities and other improvements on or which may be built or placed on the Leased Premises during the term of this Lease. Lessee acknowledges that, during the term of this Lease, it shall exercise complete control or “Garde” over the Leased Premises.

(D) Lessee shall maintain the Leased Premises in a clean and orderly fashion. This shall include, but not be limited to, keeping the grass cut, keeping all signage and fencing in good repair, keeping the Leased Premises free of trash and debris and keeping all improvements in good repair. Should Lessee fail to begin maintenance or repairs as required herein within thirty (30) days after having been notified in writing by Board to perform such obligations or to pursue continuously and without interruption the completion of such repairs, in addition to such remedies as may be afforded to Board by law, Board is hereby authorized by Lessee to perform or have the work performed at Lessee's cost, risk and expense, and Lessee shall on demand pay to Board the actual expenses, including overhead, incurred by Board or paid to Board's contractor plus an additional twenty (20%) percent as agreed compensation to the Board for discharging each one of Lessee's obligations hereunder.

9. LESSEE ALTERATIONS TO LEASED PREMISES

Lessee is prohibited from altering, modifying or otherwise changing the Leased Premises without Board’s prior written consent and all necessary federal, state and local permits or other required approvals. Such prohibition includes all water bodies on the Leased Premises without regard to their intermittent, seasonal or weather-related nature.

10. LOSS, DAMAGE AND DESTRUCTION

of 33 (A) Except as provided herein, the occurrence of any loss, damage or destruction of the Leased Premises, however caused and whether covered by insurance or not, which renders the Leased Premises substantially unusable, shall not be grounds for cancellation or termination of this Lease or for reduction or abatement of rent. Board shall be under no responsibility to repair, replace or restore any of the Leased Premises which may be the subject of any such loss, damage or destruction caused by Lessee, and its election not to do so shall not be grounds for cancellation of this Lease.

(B) Except as provided herein, Lessee agrees that it shall at its own cost, risk and expense promptly and with due diligence repair, replace or restore any or all of the Leased Premises which may become the subject of such loss, damage or destruction, except that Lessee shall have no obligation under this Subsection for damage caused by Board’s negligence or fault or that of Board’s officers, employees, representatives, agents or invitees or that caused by force majeure as defined in Section 35 (“Force Majeure”) below. Lessee shall obtain the advance written consent of Board to the plans for any repairs, replacement, or restorations, and this consent shall not be unreasonably withheld. In the event that the loss, damage or destruction has not been caused by Lessee, its employees, agents, customers, contractors or representatives, and the Leased Premises become substantially unusable for the purposes of this Lease, then all sums due under Section 4 ("Rent") above shall be adjusted equitably for the period the Leased Premises are not usable.

(C) Lessee shall have the option to terminate this Lease in the event of any loss, damage or destruction of the Leased Premises which renders them substantially unusable for the purposes of this Lease. If Lessee is responsible for the said loss, damage, or destruction of the Leased Premises, then Lessee shall be liable to Board (1) for the damage caused and (2) (a) for all sums due under Section 4 ("Rent") above until the Leased Premises can be repaired or (b) for all sums due under Section 4 ("Rent") above for one year after the date of the casualty, whichever occurs later. Lessee shall give Board prompt notice of its termination or its continuation of the lease no later than thirty (30) days from the date of occurrence of such loss, damage, or destruction. Failure to give such timely notice shall be deemed an election to continue this Lease. Termination shall be effective (for purposes of the payment of all sums due under Section 4 ("Rent") above) as of the date of service of Lessee’s notice required under this Section. If Lessee’s operations continue, then Lessee shall be liable for all sums due under Section 4 ("Rent") above until the day its vacates the Leased Premises and notifies Board of this date. Board shall have no obligation to Lessee for any payment as a consequence of the termination of its operations. Any rent paid in advance shall be prorated as of such termination date. In the event said loss, damage, or destruction shall have been covered by insurance or by a letter of credit in lieu of insurance, before Lessee may exercise its option to cancel this Lease as set out in this Subsection, Lessee shall pay over to Board proceeds of all insurance or any letter of credit in lieu of insurance required under this Lease which Lessee has been paid or for which Lessee has or may have a claim and any deductibles Lessee maintained under the terms of the insurance policies. In the event this Lease continues, all sums due under Section 4 ("Rent") above shall be prorated proportionately; it may be acceptable to use different verbiage if the words used each involve a different way of arriving at the amount due. However, if the adjusted amounts will all be arrived at via the same process, I would use this same wording in each place it is

of 33 contemplated and give more specificity in how the amount due will be reached or state that the amount will be at the Lessor’s discretion during the period of any partial or total loss of use.

(D) The right is reserved to Lessee and to Board (at Board’s option) to claim reimbursement from the party or parties responsible for any such loss, damage, or destruction, provided, however, that the pendency of any claim for payment of insurance or the pendency of any claim against parties believed to be responsible for such loss, damage, or destruction shall in no manner be cause for delay by Lessee in effecting the repair, replacement, or restoration of such property as required under this Lease.

(E) In the event of any loss, damage, or destruction to the Leased Premises caused by third parties, whether partial or not, it shall be the obligation of Lessee to take the necessary legal steps immediately to protect the rights of Lessee and Board against such third parties for the recovery of damages. Board agrees to have any contractor engaged by Board to work on the Leased Premises for Board to name Lessee as additional insured on the contractor’s liability insurance policy.

(F) Board reserves any and all rights it may have against Lessee for loss, damage, or destruction of the Leased Premises resulting from the fault or negligence of Lessee or of any persons acting through, for, or on behalf of Lessee, its employees, customers, clients, agents, representatives or invitees, and not resulting from ordinary wear and tear or deterioration through normal usage.

(G) In the event of termination of the Lease pursuant to this Section, Board shall receive from Lessee’s insurance proceeds (or letter of credit or bond in lieu of insurance if applicable) the value of those leasehold improvements on the Leased Premises approved by Board and paid for by Lessee, title to which has vested in Board without payment or compensation therefor by Board, pursuant to the provisions of Section 7 (“Maintenance”) above or Section 15 (“Construction”) below. In the event Lessee receives the insurance proceeds for damage to improvements owned by Lessee, Lessee shall be obligated to remove from the Leased Premises all damaged improvements as soon as possible. If Lessee fails to remove the damaged improvements within thirty (30) days or a longer period agreed to in writing from of the termination of this Lease under this Section, Board shall have the right to remove or cause to be removed the damaged improvements, and Lessee agrees to pay to Board all Board's actual costs and expenses plus an additional twenty percent (20%) as compensation to Board for discharging Lessee's obligations under this Section.

11. INSURANCE REQUIREMENTS

A. Lessee shall not do or permit anything to be done within or about the Leased Premises which will increase the existing rate of any insurance on any portion of the Leased Premises or cause the cancellation of any insurance policy covering any portion of the Leased Premises (including, without limitation, any liability coverage). Lessee shall, at its sole cost and expense, comply with any requirements of any insurer of Board. Lessee agrees to maintain policies of insurance described in this Section.

of 33 B. Lessee shall maintain the following insurance:

(A)General Insurance Requirements

i. Insurance Companies: All insurance shall be written with insurance companies authorized and licensed to do business in the State of Louisiana and acceptable to the Board (Best’s rating A-, VI, or better). Self-insurance programs authorized by the Commissioner of Insurance of the State of Louisiana for workers’ compensation insurance are acceptable, provided Lessee delivers to Board a certified copy of the Lessee’s authority to self-insure.

ii. Primary Insurance: All insurance required herein to be carried by Lessee shall be primary to, and non-contributory with, Board’s insurance that may be carried by Board for its own protection.

iii. Insurance Certificates: Before this Lease becomes effective, Lessee shall furnish to Board’s risk manager certificates evidencing that it has procured the insurance herein required, and during the term of this Lease, Lessee shall replace all such certificates with new ones before they expire.

iv. Named Insured: Except for the workers’ compensation insurance, Board shall be named as an additional insured on all policies required of Lessee under this Section.

v. Waiver of Subrogation: All insurance policies required of Lessee, as well as any other insurance carried by Lessee for its protection or the protection of its property on the Leased Premises, shall provide that the insurers waive in favor of Board any rights of subrogation.

vi. Notice of Cancellation: All policies required herein shall provide for thirty (30) days’ written notice of cancellation or material change to be sent to Board at P.O. Box 60046, New Orleans, LA 70160, Attention: Risk Manager.

vii. Subject to Revision: The amounts and types of insurance required herein shall be subject to revision at the discretion of Board.

viii. No Representation or Warranty: Board makes no representation or warranty that the insurance set forth in this Section will be sufficient to protect the Lessee’s interests.

ix. Term: All insurance required in this Section shall remain in effect during the Lease term, including any extensions.

x. Deductibles: Lessee shall be liable to Board for all deductibles maintained under any of the insurance coverages required under this Section.

of 33 xi. Combination of Coverages: A combination of primary and excess liability insurance may be used to satisfy the requirements of this Section.

(B) Commercial General Liability Insurance - Lessee shall procure and maintain at Lessee's sole cost and expense comprehensive general liability insurance (on an occurrence basis) with limit of liability of not less than two million dollars ($2,000,000) for all injuries or deaths resulting to any one person or from any one occurrence. The aggregate limit for products and completed operations shall be not less than two million dollars ($2,000,000). The limit of liability for property damage shall be not less than two million dollars ($2,000,000) for each occurrence and aggregate. Coverage under such insurance shall also include damage hazards. This insurance shall include coverage for explosion, collapse and underground property damage hazards, completed operations, and "broad form contractual endorsement". Where Lessee's operations include the use of watercraft, the watercraft exclusion in the comprehensive general liability policy shall be eliminated.

(C) Commercial Motor Vehicle Liability Insurance - Lessee shall procure and maintain at Lessee's sole cost and expense comprehensive motor vehicle liability insurance which shall include hired car and non-ownership coverage with limit of liability of not less than two million dollars ($2,000,000) for all injuries or deaths resulting to any one person or from any one occurrence. The limit of liability for property damage shall be not less than two million dollars ($2,000,000) for each occurrence and aggregate.

(D)Workers' Compensation Insurance - Lessee shall procure and maintain at Lessee's sole cost and expense workers' compensation insurance that will protect Lessee from claims under the Louisiana Workers' Compensation Act as well as under the federal Longshoremen's and Harbor Workers' Compensation Act, if applicable. The limit of liability under the employer's liability section of the workers' compensation insurance policy shall be not less than one million dollars ($1,000,000). Whenever applicable, protection shall also be provided for liability under the Jones Act and under general maritime law in an amount of not less than one million dollars ($1,000,000).

(E) Property Insurance – Lessee shall procure and maintain during the Primary Term of this Lease and including any Extended Terms, at Lessee’s sole cost and expense property insurance covering all causes of loss including, but not limited to coverage for flood, rising water from any cause, earth movement, fire, windstorm and named windstorm, on the Leased Premises in favor of Board in the amount of one hundred thousand dollars ($100,000) per forty thousand square foot unit ($100,000/40,000 sf). Coverage for the aforementioned perils must be verified on the insurance certificate. Such insurance shall be written in the name of Lessee, but shall provide that any loss payable under the policy shall be adjusted and payable to Board. In lieu of property insurance as described in this Subsection, an irrevocable letter of credit, cash deposit, or financial responsibility bond, of a form acceptable to the Board, may be used, provided that the Board may unconditionally call on such financial instruments in the event of a property loss that would be covered by the property insurance alternatively required. Lessee is responsible for all policy deductibles, which shall not exceed five thousand dollars ($5,000).

of 33 (F) Site Pollution Liability Insurance - Lessee shall procure and maintain at Lessee's sole cost and expense lessee’s annual site pollution liability insurance for the Leased Premises with a minimum limit of five million dollars ($5,000,000) per pollution condition and five million dollars ($5,000,000) in the aggregate for all losses within the policy year. Additionally, a true and certified copy of the policy, including all endorsements, must be submitted to Board’s risk manager prior to the execution of this Lease. Lessee is responsible for any environmental losses, claims, and costs of any kind which exceed Lessee’s insured limits of liability or which may be outside the coverage scope of the policy required in this Subsection. The policy of insurance shall contain or be endorsed to include the following:(1) the Port of New Orleans shall be designated as an additional insured under this policy; (2) Lessee must comply with all applicable U.S. D.O.T., U.S. E.P.A., and all state and local requirements; (3) coverage is included on behalf of the insured for covered claims arising out of the actions of independent lessees; (4) if insured is utilizing subcontractors, the pollution legal liability policy must use “By or On behalf of” language with regards to coverage; and (5) the policy form must “Pay on behalf of” rather than “Indemnify” the insured; and (6) waiver of subrogation against the Port of New Orleans.

(G)Bumbershoot/Umbrella – Lessee shall procure and maintain at Lessee’s sole cost and expense a bumbershoot/umbrella policy with limits of not less than five million dollars ($5,000,000). This policy shall provide excess coverage over all underlying policies required in subsections B through F above.

12. BOARD’S RIGHT OF INSPECTION

Board, its agents, contractors, subcontractors, consultants, and employees shall have the right to enter the Leased Premises at any time in the case of an emergency and, otherwise during Lessee’s normal business hours to examine the Leased Premises, conduct environmental assessments, perform work on the Leased Premises, inspect any Lessee alterations and/or any Lessee improvements, show the Leased Premises to third parties, exercise any right or remedy, or for any other purpose. If reasonably necessary, Board may temporarily close all or a portion of the Leased Premises to perform repairs, alterations and additions and Lessee shall not have any right to terminate this Lease or abate rent or assert a claim of partial or constructive eviction because of any such closure. Access by Board shall not give Lessee the right to terminate this Lease and shall be without abatement of rent or liability on the part of Board. During any time Board enters the Leased Premises for repairs or to perform work therein, Board and its contractors shall use reasonable efforts to minimize interference with Lessee’s business within the Leased Premises, including using reasonable efforts to schedule such repairs or work at times mutually agreed by Board and Lessee.

13. AUDITS

(A) Lessee shall maintain complete and accurate records at its offices with regard to all cargo moved through, and vessels docked at, the Leased Premises and as counted under Page 11 of 33 Section 4 (“Rent”) above of this Lease. Lessee shall retain such records at its office for a period of three (3) years from the date on which the records were generated. Lessee shall afford to the Louisiana Legislative Auditor and/or Board's auditors at reasonable times access to all records and facilities necessary to permit evaluation and audit, and verification of the performance of all Lease requirements. This access will include inspection and reproduction at no cost to Board of any and all information, including, but not limited to, manifests, berth applications, invoices, vessel files, load/discharge records, bills of lading, dray receipts, transfer interchange receipts, subleases, accounting records, electronic records and any other supporting evidence of Lessee deemed necessary by the Louisiana Legislative Auditor and/or Board's auditors to support charges and compliance requirements as set forth in this Lease. Lessee shall promptly pay to Board on demand any monetary deficiencies detected. If Board retains outside auditors for this purpose and these auditors report discrepancies in the information which exceed five (5%) percent o f r e n t o r o t h e r c h a r g e s d u e t o t h e B o a r d on an annual basis and which caused Lessee to underpay the rent due, then Lessee shall promptly pay to Board on demand any rent deficiency as well as the cost of such audit. If the auditors’ report that Lessee has overpaid the rent, then Board shall pay the cost of the audit, and Board shall promptly repay to Lessee any overpayment which may have been made by Lessee. Any deficiency in rent required under this Lease to be paid by Lessee to Board shall include a delinquency fee as set forth in Section 4 ("Rent"), above, from the date originally due until paid. Board's rights under this Section are in addition to any other remedies it may have.

(B) Lessee shall afford access to all records pursuant to the provisions of this Section through the Primary Term or the Extended Terms, if any, of this Lease and for a period of three (3) years after termination of this Lease or longer, if required by law.

(C) Board agrees not to release any information or documents which it obtains under this Section unless in compliance with applicable laws.

14. COSTS, RISKS AND EXPENSES; UTILITIES

(A) Lessee shall pay all costs and assume all risks in doing work, or conducting operations, now or hereafter permitted or required under the terms and conditions of this Lease, except as may be otherwise specifically designated in this Lease or in written instructions given or agreements made by proper authority under the terms and conditions of this Lease. Lessee shall pay all costs, reasonable attorneys' fees, and other expenses incurred by Board in enforcing the covenants of this Lease, should Lessee be found in violation of the terms of this Lease

(B) The application for and installation of any water, gas, sewerage and drainage lines, electric power cables and telephone cables and any other utility-type services shall be made by Lessee at no cost, risk or expense to Board. The metering of all such utilities shall be in the name of Lessee, and all bills rendered for the consumption of said utilities shall be in the name of and shall be payable by Lessee. Board shall be under no obligation either for the cost of installation, maintenance or removal or for the bills for consumption of any utilities at the Leased Premises. Within thirty (30) days of the termination of this Lease, Lessee shall remove any such installation at Board's request for any reason.

of 33 15. CONSTRUCTION

Lessee may make or cause to be made on the Leased Premises such improvements as may be necessary or appropriate for conducting the business authorized there, provided that no such work on the Leased Premises shall be undertaken without Lessee's first having submitted to Board the plans and specifications for such work, signed and sealed by a registered professional engineer licensed in the State of Louisiana, and securing the prior written approval of Board, which approval shall not be unreasonably withheld. All improvements shall be made in strict conformance with all applicable codes, rules and regulations governing the work to be performed. Board’s approval of proposed improvements shall not obviate Lessee’s responsibility for obtaining any other permits or approvals required by Board and federal, state or local agencies.

16. Intentionally Omitted.

17. PARKING

Lessee shall provide and supervise at its expense such vehicular parking areas within the Leased Premises as may be necessary for the conduct of all operations on the Leased Premises.

18. WATCHMAN SERVICE

Lessee shall furnish all watchman service which it may desire at Lessee's own cost, risk and expense. Board shall have no obligation to provide watchman service.

19. ROADWAY ACCESS

Lessee shall construct and maintain access from the adjacent roadway to the Leased Premises at Lessee's own cost, risk and expense. Lessee shall assume sole liability for the condition of said access and acknowledges that during the term of this Lease it shall exercise complete control or “Garde” over said access.

20. DEFAULT

(A) The following events shall constitute events of default (each hereafter an “Event of Default”) under this Lease:

(i) If Lessee shall fail to pay the rent or any other payment required when due to Board, to maintain any insurance coverage or comply with any other provision required under Section 11 ("Insurance Requirements") above, or to maintain any security required under Section 5 ("Security Requirement") below, and if such failure shall continue for a period of fifteen (15) days after written notice of same has been given to Lessee by Board; or

(ii) If Lessee shall be adjudged a bankrupt or insolvent by any court of competent jurisdiction, or if a voluntary petition in bankruptcy or a petition for reorganization or

of 33 arrangement shall be filed by Lessee, or if a receiver of the property of Lessee shall be appointed; or

(iii) If the interest of Lessee under this Lease shall transfer or pass to or devolve on any other person, firm or corporation without prior written approval of Board as set out in Section 28 (“Assignment or Subletting”); or

(iv) If Lessee becomes a corporation or other entity in dissolution or liquidation, whether voluntary or as the result of any act or omission, or by operation of law or the order or decree of any court having jurisdiction or for any other reason whatsoever; or

(v) If, by or pursuant to or under authority of any legislative act, resolution, or rule or any order or decree of any court or government board, agency, or office, a receiver, trustee or liquidator shall take possession or control of all or substantially all of Lessee's property; or

(vi) If Lessee shall abandon, desert or vacate the Leased Premises or discontinue its operations at the Leased Premises for a period greater than thirty (30) days; or

(vii) If Lessee breaches or defaults with respect to any other covenants, conditions or agreement contained herein and fails for a period of fifteen (15) days after receipt of written notice to remedy such default, or, if remedying such default would reasonably require longer than fifteen (15) days, fails to commence to remedy and to proceed thereafter with all reasonable diligence to remedy such default.

(B) At the occurrence of an Event of Default , the rent at the rate then in effect for the remaining term of this Lease shall at once become due and exigible without putting Lessee in default. At that time, Board in its sole discretion may exercise any or all of the following options without further notice to Lessee and without putting Lessee into default:

(i) to demand the rent for the whole term;

(ii) to proceed for past due installments;

(iii) to cancel this Lease immediately.

(C) Lessee expressly waives any statutory right it may have under La. C.C.P. Art. 4701 et seq. of notice to vacate the Leased Premises.

(D) In all cases, Lessee shall remain responsible for all damages or losses suffered by Board as a consequence of Lessee's breach in the performance of its obligations under this Lease. In addition to exercising the rights or remedies hereinabove provided in this Section, at the occurrence of the Event of Default designated in Subsection A(vi) above (i.e. abandonment or discontinuance of operations), whether alone or in conjunction with other Events of Default, Board may take possession of the Leased Premises without terminating this Lease and at Board's option either operate or relet the Leased Premises at the best price obtainable by reasonable

of 33 effort, consistent with the public purposes of Board, and for any term Board deems proper. Lessee remains liable to Board for the deficiency, if any, between Lessee's rent and other obligations hereunder and the price obtained by Board on operation or reletting. Failure to strictly and promptly enforce these conditions shall not operate as a waiver of Board's rights.

21. ABANDONMENT

Lessee agrees not to vacate or abandon the Leased Premises at any time during the term of the Lease. Should Lessee vacate or abandon the Leased Premises or be dispossessed by process of law or otherwise, such abandonment, vacation or dispossession shall be a breach of this Lease, and, in addition to any other rights which Board may have as set out in Section 20 ("Default") above, Board has the option in its sole discretion, and Lessee hereby agrees that Board shall have the right to deem any personal property belonging to Lessee which remains on the Leased Premises to be abandoned and to remove and dispose of such property as the Board deems appropriate. The cost of such removal and disposal, including storage at another site if the Board deems that appropriate, shall be charged to the account of the Lessee.

22. WAIVER

(A) Board, acting through its president and chief executive officer’s discretion, shall have the right to extend the default periods detailed in Section 20 ("Default") above, if Board in its sole discretion determines that Lessee is making a good faith effort to cure a default condition which Board has called to Lessee's attention under the terms outlined in Section 20 ("Default") above, and such extension shall not operate as a waiver of Board's rights under the default provisions above unless Board specifically so states.

(B) Any expressly stated waiver of a breach or default of any of the conditions of this Lease shall extend only to the particular breach or default so expressly waived and shall in no way deprive Board of its remedies arising out of any other breach or default hereunder, whether prior or subsequent.

(C) Board, acting through its president and chief executive officer in his discretion, shall have the right to (i) decrease the written notice period for Lessee’s giving of written notice to Board of the exercise of Lessee’s option to renew its Lease with Board pursuant to Section 3, (“Term”); and (ii) to extend the notice period for Lessee to give Board written notice of its election to terminate the Lease pursuant to Section 10, (“Loss, Damage and Destruction”) and Section 33, (“Condemnation”).

23. NO SET OFF

Lessee shall have no right to set off any claims Lessee may have against Board for rent payments or other charges due to Board under this Lease.

24. TERMINATION OF LEASE

(A) At the termination of this Lease by cancellation or expiration or for any other reason

of 33 whatsoever, Lessee shall immediately yield up possession of the Leased Premises to Board. In case of failure or refusal of Lessee to yield up the Leased Premises, Lessee shall pay as liquidated damages for the whole time such possession is withheld double the proportionate amount of the rent herein specified. This provision shall not constitute a waiver by Board of any remedies now or hereafter afforded to Board by the laws of Louisiana.

(B) At such termination, Lessee shall have the right, and Lessee may be required by Board, to remove any and all facilities, buildings or structures owned by or placed by Lessee or Lessee's agents on the Leased Premises, and Lessee shall restore the Leased Premises to as good condition as at the commencement of this Lease, ordinary wear and tear excepted. In any event, Lessee shall immediately remove all trash, stocks of materials, supplies, tools, etc. from the Leased Premises and from the adjacent areas of responsibility of Lessee.

(C) If the facilities, buildings or structures which are required by Board to be removed from the Leased Premises and all trash, stocks of materials, supplies, tools which shall not have been removed by Lessee prior to the date of termination of the Lease, and the Leased Premises not restored as aforesaid, Lessee hereby agrees Board shall have the option either to collect double the proportionate amount of rent as liquidated damages until the said facilities, buildings, structures, trash, stocks of materials, supplies, tools, etc., have been removed and the Leased Premises restored at Lessee's cost, risk and expense, the double rental to continue until ultimate removal thereof and completion of restoration; ; or to remove the same and restore the Leased Premises at Lessee’s cost, risk and expense, the double rental to continue until ultimate removal thereof and completion of restoration; or to retain such property of Lessee, or any part thereof, which remains on the Leased Premises without payment or reimbursement to Lessee unless other arrangements have been made in writing between Board and Lessee with regard to the removal thereof.

(D) If a move-in environmental assessment was conducted by Lessee before Lessee took possession of the Leased Premises pursuant to the terms of this Lease, the Board shall conduct a similar move-out environmental assessment at the termination of this Lease to assess if the environmental conditions of the Leased Premises have changed since Lessee first took possession. The Board reserves all rights it may have at law against Lessee for any adverse environmental impact on the Leased Premises or any adjacent property, whether owned by Board or not, caused by Lessee failure to comply with Section 30 (“Laws, Rules, and Regulations”) of this Lease Agreement.

25. RIGHTS OF WAY

Board may at its option grant to Lessee or to appropriate public utility companies if requested by Lessee, rights of way to be so located as to give said utility companies as convenient access to the Leased Premises as practicable without unreasonable interference with the use by Board or Board's other Lessees of its or their property, provided that the location of such utilities, insofar as they cross or otherwise affect any of Board's property within or outside of the Leased Premises, shall be approved in writing in advance by Board. Such rights of way for utilities granted by Board shall be only for the duration of the term of this Lease or any extensions thereof. Lessee shall assume all risks, costs or other obligations imposed by the

of 33 utility companies as a condition of such installations made at Lessee's request.

26. TAXES

If, by reason of this Lease or of the use of the Leased Premises by Lessee as provided under this Lease, ad valorem or other taxes should accrue against the land or any improvements on the Leased Premises, then Lessee shall pay any and all such taxes prior to their becoming delinquent. Failure to do so shall constitute a breach of this Lease.

27. LIENS

Lessee shall not permit any lien or privilege to remain of record when filed by any person or company for claims arising in connection with any work or undertaking by Lessee or Lessee's agents on the Leased Premises, and Lessee shall promptly discharge or cause to be discharged any such lien. If in default therein for thirty (30) days after written notice thereof from Board, Lessee shall pay to Board as additional rent any amount or amounts paid by Board in causing the removal of such lien, including reasonable attorney's fees and expenses. Nothing contained here, however, shall require Board to discharge such lien except at its discretion.

28. NO ASSIGNMENT OR SUBLETTING

(A) Lessee shall not voluntarily or by operation of law assign, sell, convey, sublet or otherwise transfer all or any part of Lessee’s right or interest in this Lease, or allow any other person or entity to occupy or use all or any part of the Leased Premises, nor allow any other person/entity to conduct business at the Premises (collectively called “Transfer”) without in each case the prior written consent of Board. Any Transfer without the prior written consent of Board shall be void. Without limiting the generality of the definition of “Transfer,” it is agreed that each of the following shall be deemed a “Transfer” for purposes of this Article 28(A): (a) an entity other than Lessee becoming the Lessee hereunder by merger, consolidation, or other reorganization or any reason; and (b) a transfer of any ownership interest in Lessee . Lessee shall provide in writing to Board all information requested by Board concerning a Transfer. In no event shall Lessee mortgage, encumber, pledge or assign for security purposes all or any part of its interest in this Lease except to the extent permitted by Section 29 (“Rights of Mortgagee”) as provided herein. Regardless of whether consent by Board is granted in connection with any Transfer, no Transfer shall release Lessee from any obligation or liability hereunder. Lessee shall remain primarily liable to pay all rent and other sums due hereunder to Board and to perform all other obligations hereunder except with the express prior written consent of Board. Similarly, no Transfer with or without the express written consent of Board shall release any guarantor from its obligations under its guaranty. On any Board approved Transfer, any rights, options or opportunities granted to Lessee hereunder to extend or renew the Term, to shorten the Term, or to lease additional space shall be null and void.

(B) In the event Board consents to a Transfer, the Transfer shall not be effective until Board receives a fully executed agreement regarding the Transfer in a form and of substance acceptable to Board, any documents or information required by such agreement (including any estoppel certificate and any subordination agreement required by any lender of Board), an

of 33 amount equal to all attorneys’ fees incurred by Board to review and approve such documents (regardless of whether such consent is granted and regardless of whether the Transfer is consummated), and other expenses of Board incurred in connection with the Transfer.

(C) Board's consent to a Transfer does not modify the requirement for Board's consent to any subsequent Transfer. Furthermore, Board reserves the right, in considering whether to consent to any Transfer of this Lease, to demand further compensation from Lessee as the parties may negotiate at such time.

(D) Lessee shall not make any of the rights granted to Lessee under this Lease the subject of sale or transfer for profit. Accordingly, if at any time during the term of this Lease or any renewal, Lessee seeks to Transfer the Lease either in whole or in part, then Board, as a condition for granting or withholding its consent thereto, may require that the rent payable under the Lease by Lessee to Board be adjusted and restated so that the rent payable to Board for the Leased Premises or that portion of the Leased Premises which is to be affected shall be at the rental rate then established by Board for properties of the same type that are located in the same area. When any Transfer is proposed by Lessee for approval by Board, the purchase price and/or the rent proposed to be paid for the improvements owned by Lessee shall be stated separately in such proposed agreement from the purchase price or the rent proposed to be paid for the leasehold rights affecting the land and improvements owned by Board. Board shall have the right to demand that no profit be made by Lessee from the latter only.

29. RIGHTS OF MORTGAGEE

A) It is specifically agreed that the provisions of this Section shall apply and be effective as regards any mortgage financing required for this Lease that may be proposed by Lessee for the utilization of the Leased Premises, including for the purpose of a construction mortgage (whether collateral or conventional) for permanent or construction financing or to refinance prior indebtedness without limitation on principal amount. The proceeds of any such mortgage shall be for use at the Leased Premises or for the purposes of this Lease as provided in Section 4 (“Limitation of Operations on the Leased Premises”) of the Lease and no other purpose. B) Lessee shall have the right to subject the entirety of its interest in the Leased Premises and this Lease to a mortgage on the conditions set out herein. Any such mortgage must encumber the entirety of Lessee’s interest in and to this Lease and the Leased Premises. C) For purposes of convenience, any such mortgage and any other instrument secured by or relating thereto executed by Lessee (or permitted successor, permitted assignee or permitted Purchaser) pursuant to the provisions hereof (or any other security interest or collateral assignment in whatever form) are herein collectively referred to as the “Mortgage,” and the holders of any such Mortgage together with the indebtedness secured thereby from time to time originally or by assignment are herein collectively referred to as the “Mortgagee.”

of 33 Also for purposes of convenience, any person acquiring Lessee’s interest under this Lease pursuant to the exercise of any right, power or remedy of the Mortgagee under or in connection with the Mortgage, whether pursuant to judicial proceedings or dation en paiement or by an act of absolute assignment or otherwise, is herein referred to as the “Purchaser.” D) Lessee’s rights to execute and deliver a Mortgage constituting a lien on its interest in the Lease and the Leased Premises shall be subject to the following conditions: D.i) Insofar as the Leased Premises are concerned, the Mortgage shall constitute a lien on and affect only the interest of Lessee therein under this Lease, but must encumber the entirety of the Lessee’s interest in this Lease and in the Leased Premises. D.ii) Each Mortgagee shall be a bank, building or loan association, insurance company, a mortgage banker, pension fund, an educational institution, a welfare, retirement or endowment fund, a real estate investment trust, or other like institution regularly engaged in the business of making loans secured by mortgages on property, or a corporation listed on a stock exchange, in each case reasonably approved by the Board acting through its president and chief executive officer in his discretion. Each Purchaser also must be reasonably approved by the Board acting through its president and chief executive officer in his discretion, and shall be subject (without limitation) to Subsection (D)(vi), Subsection (G) and Subsection (I) of this Section. This Board shall not be deemed to have unreasonably withheld its consent of a Purchaser if, in the reasonable opinion of this Board, the proposed Purchaser is lacking in ability, experience and financial resources to operate the Leased Premises for the purposes contemplated by this Lease and to respond to this Board for the obligations undertaken hereunder by Lessee. Approval of a Mortgagee by the Board shall automatically include approval of such person as a Purchaser. D.iii) If Lessee desires to enter into a Mortgage, Lessee shall furnish Board with a written proposal containing all details and information appropriate to Board’s evaluation of the Mortgage. D.iv) The Mortgage shall contain provisions reflecting the requirements of this Lease (such as Subsection (D)(i) above). Within thirty (30) days after the making of such Mortgage, Lessee or Mortgagee shall furnish to the Board a duplicate thereof and an address where notices may be served on the Mortgagee. If a duplicate is not provided and such address is not given to the Board and kept current, the Board shall have no obligation to provide any notice to the Mortgagee. D.v) By an appropriate instrument reasonably satisfactory to the Board executed contemporaneously with or before each Mortgage, the Mortgagee (A) shall acknowledge and agree to the provisions of this Section, including without limitation Subsection (E)(vi), and (B) shall covenant to mail to Board a copy of any notice of default on the part of Lessee, concurrently with the mailing or serving of such notice on Lessee, and to otherwise provide promptly to Board written notice of each action taken by Mortgagee pursuant to the Mortgage, including without limitation notice that it has sued Lessee to enforce or foreclose

of 33 on the Mortgage, or that it has acquired or caused sale of the interest of Lessee. D.vi) Board shall give its written consent to such Mortgage, provided that such consent shall not be unreasonably withheld if the within conditions are fulfilled. Such consent is limited by the restrictions set forth in Section 6 (“Limitation of Operations on Leased Premises”) and Section 28“Assignment and Subletting”). MORTGAGEE AND ANY PURCHASER AND ANY PERSON DERIVING RIGHTS TO THIS LEASE THROUGH THE MORTGAGE OR MORTGAGEE MUST POSSESS ALL OF THE QUALIFICATIONS AND MEET ALL THE RESTRICTIONS PROVIDED IN SAID SECTIONS 6 AND 28 AND IN THIS SECTION. D.vii) In connection with each Mortgage, each Mortgagee shall agree (either in such Mortgage with Board as a third party beneficiary or by other appropriate instrument executed contemporaneously with or before such Mortgage, in either case reasonably satisfactory to the Board) that in the event of any casualty, damage or destruction to or of any of the Leased Premises, the provisions of this Lease pertaining to the payment, disbursement and use of proceeds from property insurance shall control over any contrary provisions in the Mortgage. E) Subject to the provisions hereof, the right to mortgage is vested in Lessee, its permitted successors or permitted assigns, or any permitted Purchaser acquiring Lessee’s rights as permitted hereby, and may be exercised one or more times. If Lessee shall execute a Mortgage pursuant to the provisions hereof, including fulfillment of the preceding conditions, then in such event, and so long as such Mortgage shall constitute a lien on Lessee’s interest in the Leased Premises and under this Lease, the following shall apply: E.i) No agreement by Lessee and the Board for the cancellation, surrender, termination (other than as provided in this Lease) or modification of this Lease shall be effective without the written consent of the Mortgagee, which consent shall not be unreasonably withheld or delayed. However, Board shall have no obligation to seek or obtain such consent, which shall be the responsibility of Lessee. E.ii) Board, on serving Lessee with any notice of default pursuant to the provisions of this Lease or any other material notice under the provisions of or with respect to this Lease, shall concurrently mail a copy of such notice to the Mortgagee at the address designated by Mortgagee except as set out in Subsection D(iv) above. If the default is in the payment of any monies, the notice of default shall state the amount thereof. If there are multiple parties secured by the Mortgage, such secured parties shall designate one Mortgagee as agent to receive such notices from Board. The effectiveness of a notice of default to Lessee shall not be conditioned as to Lessee on the receipt of such copy by Mortgagee. E.iii) Insofar as Board is concerned, Mortgagee shall have the right to enter on the Leased Premises at any time for the purpose of timely curing any defaults by Lessee hereunder, provided Mortgagee otherwise complies with applicable law and its agreements with Lessee. Lessee irrevocably authorizes and directs Board to accept, and Board agrees if indemnified as provided below to accept within the time periods set forth herein, performance or observance by the Mortgagee of any covenant or obligation on Lessee’s part to be performed or observed hereunder,

of 33 with the same force and effect as though performed or observed by Lessee. However, in any instance when a Mortgagee exercises its rights under this Subsection (iii), such Mortgagee shall first deliver to Board a written instrument from Mortgagee (or if Mortgagee is a trustee for others, then from such actual holders of indebtedness with financial solvency reasonably acceptable to Board acting through its president and chief executive officer in his discretion) indemnifying Board against any responsibility, liability, loss, expense, attorneys’ fees and other costs in connection therewith, including without limitation any action Board may agree to take or accept at Mortgagee’s request. E.iv) Board will not terminate this Lease or accelerate the rent with respect to any default under this Lease until the expiration of the grace period, if any, provided to Lessee with respect thereto, plus an additional period of thirty (30) days after the later of (x) the expiration of Lessee’s cure period (if any) or (y) receipt by the Mortgagee of a copy of the notice of default. In addition, Board will not terminate this Lease or accelerate the rent with respect to any default if, within such additional thirty 30-day period, (A) the Mortgagee shall cure any default susceptible of being cured by the payment of money and any other default reasonably susceptible of being cured within thirty (30) days, and (B) with respect to any default which is not susceptible of being cured by the payment of money and which cannot reasonably be cured within such additional thirty 30-day period, the Mortgagee shall, within such additional thirty 30-day period (and with notice of such to Board requesting Board not to terminate or accelerate), commence performance of such action as shall remedy such default and shall thereafter continuously proceed to do so with all reasonable diligence, and if necessary for such purpose, shall proceed to acquire (or cause the sale to a permitted Purchaser of) the entirety of Lessee’s interest in the Leased Premises under this Lease by foreclosure sale or otherwise, and shall thereafter prosecute such proceedings with all reasonable diligence. During the pendency of any such extended Mortgagee cure period and the pendency of any foreclosure proceedings, the Mortgagee shall fully perform all the terms, conditions, covenants and obligations of Lessee under this Lease that can be performed by such Mortgagee without possession of the Leased Premises (including without limitation payment of all rent and maintenance of all insurance and security), and such Mortgagee further shall exercise any provisional remedies reasonably available to it under its Mortgage or applicable law to attempt in good faith to obtain possession of the Leased Premises as promptly as possible. Such cure period for the Mortgage may be so extended up to one hundred fifty (150) additional days (following the expiration of such additional thirty 30-day period), so long as the Mortgagee is diligently pursuing such cure and such cure is reasonably susceptible of being cured within such additional 150-day period. Within thirty (30) days after Mortgagee or other Purchaser obtains possession of the Leased Premises, such Purchaser shall cure any remaining default under this Lease (or, if said default cannot reasonably be cured within such thirty 30-day period, then within such reasonable additional time as may be reasonably necessary to cure said default so long as such Purchaser commences the curing thereof within such thirty 30-day period and thereafter continuously prosecutes the curing of such default to completion with

of 33 all due diligence and good faith). During all such extended cure periods, all obligations of Lessee under this Lease capable of performance by Mortgagee without possession (including without limitation payment of rent and maintenance of insurance and security) shall be duly performed. On the securing of possession of Lessee’s interest in the Leased Premises, the Purchaser shall be subrogated to all the rights and shall assume all of the obligations of Lessee hereunder in accordance with Subsection (G) of this Section. E.v) Notwithstanding the foregoing, nothing in this Section shall be construed to require Board to accept any cure of a default from Lessee after Lessee’s cure period has expired or to otherwise benefit Lessee. Board’s agreement in this Section not to terminate this Lease or accelerate the rent for a specific default during a Mortgagee’s cure period for that default as provided herein shall not obligate Board to accept performance directly or indirectly from Lessee after Lessee’s grace period has expired, nor prevent Board from seeking specific performance, injunctive relief or other remedies against Lessee during such Mortgagee cure period short of terminating this Lease or accelerating rent, nor prevent Board from declaring another default and exercising all remedies including termination or acceleration available to Board based on that default and the lapse of any grace and cure periods applicable thereto. Moreover, in the event of any default of Lessee or other occurrence or event which, in the Board’s discretion reasonably exercised, by its nature is a serious emergency, safety or other similar concern, the rights conferred to Lessee and Mortgagee hereunder shall remain subject to the exercise of the police power by this Board. E.vi) In case Lessee’s interest under this Lease shall be sold, assigned or otherwise transferred to a Purchaser pursuant to the exercise of any right, power or remedy of the Mortgagee under the Mortgage or pursuant to judicial proceedings, and if such Purchaser shall have cured any default under this Lease as provided in Subsection (E)(iv) above and by appropriate instrument shall have assumed all of the agreements and obligations of Lessee under this Lease in accordance with Subsection(G) below, Board within sixty (60) days after receiving written request thereof and on payment to Board of all expenses, including attorneys’ fees, incident thereto, will execute and deliver such instrument or instruments as may be required to confirm such sale, assignment or other transfer of Lessee’s interest under this Lease. F) Any and all Mortgagees and Purchasers shall have an interest only in the interest of Lessee in the Leased Premises created by this Lease and shall have no greater rights, liens or interest in the Leased Premises than Lessee and shall be subject to the interest of Board in the Leased Premises and to all provisions of this Lease. G) Any act of assignment of this Lease to a Mortgagee or any dation en paiement or deed in lieu of foreclosure executed by Lessee in favor of Mortgagee as a result of a default under the Mortgage, or any acquisition by a Purchaser (including a Mortgagee) by judicial sale or otherwise of this Lease, shall be subject to and shall be effective as to Board only if it is accompanied by an appropriate instrument reasonably satisfactory to the Board executed contemporaneously with or before such transfer containing an express covenant

of 33 by such Purchaser to cure any remaining defaults under this Lease and an express assumption by the Purchaser of all of the terms and conditions of this Lease. Copies of such assumption instrument and its accompanying assignment or dation en paiement or sheriff’s sale, as applicable, shall immediately be served on Board. Any Purchaser (including any Mortgagee) of the interest of Lessee in the Leased Premises created by this Lease shall be entitled to such rights only on the assumption by appropriate instrument reasonably acceptable by the Board of all of the agreements and obligations of Lessee under this Lease, the completion of the cure of all outstanding defaults under this Lease and the approval of such Purchaser as provided herein. Furthermore, any assignment or other transfer of the Mortgage by a Mortgagee to another Mortgagee shall be subject to and shall be effective only if it contains an express agreement by such subsequent Mortgagee to all of the terms and conditions of this Lease relating to Mortgagees. Such subsequent Mortgagee is subject to the reasonable approval of the Board as provided hereinabove. If the Mortgage is so assigned or transferred, a copy of the document containing this assumption shall immediately be served on Board. H) On written request of Lessee, Board will certify promptly to Lessee or to any proposed assignee or Mortgagee, if such is in fact the case, whether or not this Lease continues in force and effect, whether or not it has been modified (and if there have been modifications, stating them) and whether or not Board knows of any default or breach by Lessee under any of the terms of this Lease (and if Board knows any exists, stating them). I) In the event a Purchaser is other than the Mortgagee acquiring this Lease, by foreclosure sale or dation en paiement (deed in lieu of foreclosure) or otherwise, said Purchaser shall meet the requirements set forth in Sections 3 AND 4“Term and Rent”), 6 “Limitation of Operations on the Leased Premises”) and 27 (“Assignment or Subletting”), or Board, on sixty (60) days’ written notice to Purchaser, shall have the right to terminate this Lease. J) No judgment foreclosing a Mortgage and judicial sale thereunder or any other acquisition by a Purchaser shall release Lessee from any of its obligations under this Lease.

30. LAW, RULES, AND REGULATIONS

(A) Lessee, at its sole expense, agrees to comply with all federal, state and local laws, codes, ordinances, statutes, rules, regulations and other legal requirements (including covenants and restrictions) applicable to the Leased Premises (collectively, “Laws”). Lessee agrees to cause the Leased Premises to comply with all Laws, including making any changes to the Leased Premises necessitated by any Lessee activity. In no event shall Lessee use the Leased Premises for any activities which could result in an adverse environmental impact on the Leased Premises or any adjacent property, whether owned by Board or not.

(B) Lessee shall not at any time during the term of this Lease use or allow the use of the Leased Premises for any purposes in violation of the laws, regulations or ordinances

of 33 of the United States of America, the State of Louisiana, the City of New Orleans, or of Board, whether such laws, regulations or ordinances now exist or shall be enacted or issued during the term of this Lease.

(C) Lessee shall observe all laws and ordinances applicable to the installation, maintenance and removal of any improvements, machinery or other equipment on the Leased Premises (including access for utility connections) and to take appropriate safeguards to prevent loss, damage or injury to the Leased Premises or to any adjacent properties, whether owned by Board or not, as a result of such installation, maintenance or removal of such improvements, machinery or equipment.

(D) Lessee shall observe all laws and ordinances, in accordance with the U.S. Army Corps of Engineers, Louisiana Department of Environmental Quality, U.S. Coast Guard, Southeast Louisiana Flood Protection Authority - East, Levee Board, and any other federal, state, or local governing agency, applicable to the installation, maintenance and removal of any improvements, machinery or other equipment on the Leased Premises (including access for utility connections) and to take appropriate safeguards to prevent loss, damage or injury to any adjacent hurricane protection infrastructure, including but not limited to floodwalls, I-walls, and surge gates, that may occur as result of such installation, maintenance or removal of such improvements, machinery or equipment.

(E) Lessee shall keep the Leased Premises in a safe, clean and wholesome condition and in full compliance with local ordinances and all other laws and governmental regulations affecting the Leased Premises and shall remove promptly at Lessee's cost any rubbish or waste material of any character whatsoever which may accumulate thereon. Any oil, sludge, residue, or other materials to be disposed of in connection with Lessee's operations shall not be discharged into the Mississippi River, connecting waterways or drains, nor shall any material, debris, or objects of any kind be thrown or otherwise allowed to be discharged into those waterways.

(F) Lessee shall maintain accurate and updated environmental records, permits, plans and other inspection documentation for the duration of this Lease and all Extended Terms. The Board has the right to inspect environmental recordkeeping on 24 hours’ notice. This includes, but is not limited to the following: industrial stormwater permit application and notice of coverage, stormwater pollution prevention plan, spill prevention plan (SPC/SPCC), and hazardous materials reports per the Emergency Planning and Community Right-To-Know Act under SARA Title III and the Louisiana Right-to-Know Act. Lessee shall report hazardous materials to the Tier II system as required by state and federal law. Lessee shall provide to Board copies of all environmental permits and related plans. If Lessee’s records and documentation are not in compliance and corrective action is not taken in a timely matter, Board has the right to report Lessee to regulatory authorities.

(G) Lessee shall furnish to Board copies of all compliance orders, administrative orders,

of 33 penalty notices, and any official actions from municipal, state or federal environmental agencies.

(H) Lessee shall furnish Board within ___ days copies of spill/release reports made to any regulatory authority. This includes spill reports, discharge (clean air and clean water) permits, hazardous materials reports, and all correspondence concerning environmental issues on the Leased Premises.

(I) Board shall at all times be free to make and enforce any reasonable and uniform rules, regulations or ordinances which it deems necessary or appropriate with regard to the property under its administration, of which the Leased Premises form a part. The Board’s administration of such rules, regulations or ordinances shall not be arbitrary or discriminatory against Lessee.

(J) Board demands adherence to all of the above-mentioned laws, ordinances, rules and regulations by employees of Lessee and by all other persons entering the Leased Premises who derive their right to be there from Lessee.

(K) Non-Discriminatory Use of the Property. Pursuant to Section 7(B) of the Quitclaim Deed, the Port shall enforce the Lessee’s use of the Property and the Lessee’s Premises such that the Lessee shall: (1) furnish any services it offers to the public on a fair, equal and nondiscriminatory basis to all users thereof, and (2) if applicable, charge fair, reasonable, and nondiscriminatory prices for its services, provided that the Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers of any product or service it offers to the public.

31. INDEMNITY

(A)Lessee shall protect, defend, indemnify, and forever hold harmless the Board from and against any and all losses, costs, claims, charges, expenses, penalties, fines, damages, demands, suits, attorney's fees, interest, and actions of any kind and nature, including environmental liability, arising out of, in connection with or by reason of Lessee's operations and the operations of those holding under or through Lessee on the Leased Premises, causing injury, including death, to any person or persons or damage to property directly or indirectly caused by, resulting from or growing out of the performance of Lessee's operations or obligations under this Lease, whether caused by Lessee's officers, directors, employees, servants, agents, representatives, invitees, or subcontractors, including such as may be imposed for the violation of any law, ordinance or regulation (federal, state or local), and including all liability under employer's liability or workers' compensation acts (federal or state).

(B) Lessee hereby acknowledges that the duty to defend is a separate and distinct obligation herein and, upon the filing of any action, claim, suit or proceeding of any nature or kind, shall defend the Board from and against any and all of the foregoing

of 33 actions, claims, or suits, of whatever nature or kind, directly or indirectly caused by, resulting from, or growing out of the performance of Lessee’s obligations under this agreement. When, in the course of fulfilling its obligations under this Section, Lessee must engage attorneys to defend Board, Lessee shall obtain the prior written consent of Board to the attorneys to be engaged.

(C) Lessee shall be responsible for all attorney's fees and costs which Board may incur if Board must sue to enforce the provisions of this Section.

(D)Nothing in this Section shall be construed as indemnifying this Board or its officers, employees, agents, servants, representatives or invitees against its own or their negligence as determined by a definitive judgment of a court of competent jurisdiction.

32. PUBLIC BELT RAILROAD COMMISSION

(A) Lessee hereby takes cognizance of those certain contracts for railroad services on the Inner Harbor-Navigation Canal and on the Mississippi River-Gulf Outlet between Board and the City of New Orleans through the Public Belt Railroad Commission entered into on August 18, 1918 and March 14, 1957, by which contracts the Public Belt Railroad Commission was granted the exclusive right to do all the switching and like service to, from and for the lessees and occupants of Board properties adjacent to and in connection with said waterways.

(B) Lessee shall be responsible for making its own arrangements for switching service directly with the Public Belt Railroad Commission under a conventional switchtrack agreement and to pay all costs incurred or imposed for obtaining such switching service and providing and maintaining any switchtrack facilities.

33. CONDEMNATION

(A) If the whole of the Leased Premises shall be lawfully taken by condemnation or in any other manner for any public use or purpose, this Lease shall terminate as of the date of vesting of title on such taking, and the rent shall be apportioned as of such date.

(B) If any part of the Leased Premises shall be so taken, this Lease shall be and remain unaffected by such taking except that Lessee may elect to terminate this Lease in the event of such partial taking if the remaining area of the Leased Premises is not reasonably sufficient for Lessee to continue the operation of its business. In such case, Lessee shall give prompt written notice to Board of such election within thirty (30) days of the date of taking, and this Lease shall terminate on the date of service of Lessee's notice, and the rent shall be apportioned as of such date. After such partial taking, if this Lease continues in force as to any remaining part of the Leased Premises, the rent shall be apportioned.

(C) If the temporary use or occupancy of the entire Leased Premises shall be lawfully taken for a period in excess of thirty (30) days by condemnation or in any other manner for any public use or purpose, this Lease shall terminate as of the date of such taking, and the rent shall

of 33 be apportioned as of such date, unless Lessee shall elect to continue the Lease, subject to abatement of the rent during the period of such temporary use or occupancy.

(D) If any part of the Leased Premises shall be temporarily taken, this Lease shall remain unaffected by such taking except that Lessee may elect to terminate this Lease in such event if the remaining area of the Leased Premises is not reasonably sufficient for Lessee to continue the operation of its business. In such case, Lessee shall give prompt written notice to Board of such election, and this Lease shall terminate on the date of service of Lessee's notice. The rent shall be apportioned as of such date. After such temporary partial taking, if this Lease continues in force as to any remaining part of the Leased Premises, the rent shall be prorated proportionally.

(E) In the event of termination of this Lease because of a lawful taking either in whole or in part, Lessee shall be relieved of its obligations as specified under Section 24 ("Termination of Lease") above, except as pertains to yielding up the Leased Premises and the right to elect to remove any and all of Lessee's facilities, buildings and structures.

(F) Board shall be entitled to receive the entire award in any proceeding with respect to any taking provided for in this Section without deduction for any leasehold rights vested in Lessee by this Lease, and Lessee shall receive no part of such award except that Lessee shall be entitled to appear, claim, prove and receive in the proceedings relating to any taking mentioned in this Section an award made representing the value of the alterations, installations and improvements made by or for Lessee, including without limitation fixtures, machinery or equipment installed and owned by Lessee on the Leased Premises as well as any damages to which Lessee may be entitled by law.

34. NOTICE

(A) Wherever, in the provisions of this Lease, notice is required to be given by either party, it shall not be construed to mean personal service, but it shall mean notice in writing, addressed to the party to receive such notice at the addresses designated below or as may be designated by the parties from time to time by notice given pursuant to this Section, sent by registered or certified U.S. mail or a nationally recognized express delivery company:

To Lessee: Lessee XYZ Main Street New Orleans, Louisiana 70XYZ Attention: XXXX

To Board: Board of Commissioners of the Port of New Orleans Post Office Box 60046 New Orleans, Louisiana 70160 Attention: President and Chief Executive Officer Contract No. XXXX or

Board of Commissioners of the Port of New Orleans

of 33 1350 Port of New Orleans Place New Orleans, Louisiana 70130 Attention: President and Chief Executive Officer Contract No. XXXX

(B) Every notice, demand, request or other communication sent in the manner aforesaid shall be deemed to have been given, made or communicated, as the case may be, on the third business day after the same has been deposited, registered or certified, properly addressed as aforesaid, proper postage prepaid, in the U.S. mail, except that any notice, demand, request, or other communication, to Lessee or the Board may be personally delivered, and in such event shall be deemed to have been given on the date the same shall have been personally delivered to the party to whom such notice, demand, request or other communication is addressed, or to an officer of such party, as provided by law.

35. FORCE MAJEURE

Lessee shall not be considered in default in the performance of any duty or obligation under this Lease (except the obligation to pay rent) if such performance is prevented or delayed during the pendency of any Force Majeure event, but for no longer time period. Force Majeure shall mean acts of God, lightning, earthquakes, fires, storms, floods, explosions, epidemics, riots, civil disturbances, wars, acts of terrorism, or any other causes not within the reasonable control of Lessee and occurring without its fault. Any delay caused by Force Majeure shall not be recognized unless Lessee shall notify Board in writing within ten (10) working days after the event of Force Majeure. Lessee shall use commercially reasonable efforts to remedy the delay caused by the Force Majeure event with all due diligence. Neither economic impracticality nor the inability of Lessee to perform in whole or in part for economic reasons shall constitute an event of Force Majeure.

36. JOINT VENTURE DENIED

Nothing in this Lease shall be construed to create or constitute a partnership, joint venture or agency relationship between Lessee and Board, and the existence or any such relationship is hereby expressly denied.

37. ENVIRONMENTAL

Lessee hereby enters into this Lease with full knowledge and acceptance of the Environmental Provisions which appear in Section 8 of the Quitclaim Deed which has been attached hereto as Exhibit “B” and made a part hereof, which describe the covenants, conditions and restrictions that run with the land and which are binding on the Port, its successors and assigns, hence also its lessees. For the avoidance of any doubt, Section 8, indicates, inter alia, the presence or possible presence of contamination on the Property of various hazardous and/or toxic materials, chemicals or waste. Lessee hereby accepts any portion of the Property that it leases from Port pursuant to this Agreement in the same “AS IS”, “WHERE IS” basis as articulated in Section 8(E) of the Quitclaim Deed, with the Port assuming no liability for any damages for personal injury, illness, disability or death, to any of the Lessee’s employees,

of 33 invitees, or any other person subject to the Lessee’s control or direction, or to any other person, including members of the general public, arising from or incident to Lessee’s use of any portion of the Property leased by Lessee.

The Parties take notice of 42 C.F.R. 387.6, which provides that the United States Government, under Section 120(h)(3) of the Comprehensive, Environmental Response, Compensation and Liability Act of 1980, as amended, warrants that:

(1) all remedial action necessary to protect human health and the environment with respect to any hazardous substance on the property has been taken before the date of the conveyance, and

(2) any additional remedial action found to be necessary after the date of the conveyance shall be conducted by the Government at its cost.

38. HEADINGS; INTERPRETATION; SURVIVAL

The lease heading and all Section headings are for quick reference and convenience only and do not alter, amend, explain or otherwise effect the terms and conditions appearing in this Lease. The language and all parts of this Lease shall in all cases be construed as a part of the whole according to its fair meaning and not strictly for or against Board or Lessee. Should a court be called on to interpret a provision hereof, no weight shall be given, nor shall any construction or interpretation be influenced, by any presumption of preparation of this Lease by Board or by Lessee. All obligations of Lessee which by their nature involve performance after the end of the Term which cannot be ascertained to have been fully performed until after the end of the Term, including specifically Lessee’s defense and indemnity obligations under this Lease, shall survive the expiration or earlier termination of the Term.

38. LOUISIANA CONTRACT

(A) This is a Louisiana contract and shall be governed, interpreted and enforced in accordance with the laws of the State of Louisiana and of the United States of America.

(B) If any provision of this Lease shall be found unenforceable or against public policy, said findings shall not affect the validity of the remaining provisions of the Lease. The provisions herein are to be considered severable.

(C) Failure of Board to insist on the strict performance of the terms, covenants, agreements and/or conditions contained herein, or any of them, does not constitute a waiver or relinquishment of the Board’s right to subsequently enforce any terms, covenant, agreement and/or condition, and this right shall continue in full force and effect.

39. NO UNDUE INFLUENCE

Lessee warrants and represents that no officer, agent, employee or representative of the Board, has received any payment or other consideration for the granting of this Lease and that no

of 33 officer, agent, employee or representative of the Board has any interest, directly or indirectly in Lessee, or the proceeds thereof. Lessee acknowledges that the Board is materially relying on the warranty and representation contained in this section and that the Board would not enter into this Lease absent the same. It is specifically agreed that, in the event the facts hereby warranted and represented prove, in the opinion of the Board, to be incorrect, the Board shall have the right to terminate the Lease upon twenty-four (24) hours’ notice to Lessee and to rescind this transaction in all respects without any liability whatsoever to Lessee.

THUS DONE AND SIGNED in two originals in the City of New Orleans, State of Louisiana, on the dates written below in the presence of the subscribing witnesses.

WITNESSES BOARD OF COMMISSIONERS OF THE PORT OF NEW ORLEANS

______By: ______Signature Brandy D. Christian President and Chief Executive Officer ______Printed Name Date: ______

______Signature

______Printed Name

WITNESSES INSERT NAME OF THE LESSEE

______By: ______Signature [Insert Title]

______Printed Name Date: ______

______Signature

of 33 ______Printed Name

APPROVED:

______Attorney for Board

AKNOWLEDGMENTS

STATE OF LOUISIANA PARISH OF ORLEANS

On this _____ day of ______, 2017, before me personally came and appeared Brandy D. Christian, to me known, who, being by me duly sworn, did depose and say that she is the President and Chief Executive Officer of the Board of Commissioners of the Port of New Orleans, the political subdivision of the State of Louisiana described in and which executed the foregoing instrument; and that she signed his name thereto pursuant to authority granted to her by the Board of Commissioners of the Port of New Orleans; and that said instrument is the free act and deed of Board of Commissioners of the Port of New Orleans.

And the said Brandy D. Christian did further produce to me sufficient proof that she is the President and Chief Executive Officer of said Board of Commissioners of the Port of New Orleans and that she was duly authorized by the Board of Commissioners of the Port of New Orleans to execute the foregoing instrument, and I, the Notary Public, hereby certify that the signature of the said President and Chief Executive Officer on the foregoing instrument is authentic.

______Notary Public

______Printed Name

______Notary Number

of 33 STATE OF LOUISIANA COUNTY/PARISH OF ______

On this _____ day of ______, 2017, before me personally came and appeared ------, to me known, who, being by me duly sworn, did depose and say that he is the President of ------, described in and which executed the foregoing instrument; and that he signed his name thereto pursuant to authority granted to him by the company, and that said instrument is the free act and deed of said company.

And the said ------did further produce to me sufficient proof that he is the President of ------, that he was duly authorized by ------, to execute the foregoing instrument, and I, the Notary Public, hereby certify that the signature of the said ------on the foregoing instrument is authentic.

______

of 33 Notary Public

______Printed Name

______Notary Number