Exhibit 10.22
[Cooper Cameron Building]
LEASE AGREEMENT
between
BELTWAY ASSETS LLC,
a Delaware limited liability company,
as Lessor,
and
COOPER CAMERON CORPORATION,
a Delaware corporation,
as Lessee
Dated as of
November 19, 2002
APPENDIX
1
Definition
SCHEDULE
A
Desription of Land
SCHEDULE
B
Lease Data
SCHEDULE
C
Certain Definitions
SCHEDULE
D
Permitted Encumbrances
SCHEDULE
E
Trade Fixtures
SCHEDULE
F
Subordination, Non-Disturbance and Attornment Agreement
SCHEDULE
G
Estoppel Letter
SCHEDULE
H
Description of Excess Land
THIS LEASE, dated as of the date specified in Item 1 of Schedule B (as amended
from time to time this "Lease"), between the Lessor specified in Item 2 of
Schedule B ("Lessor"), having an office at the address set forth in Item 2 of
Schedule B and the Lessee specified in Item 3 of Schedule B (herein, together
with any Person succeeding thereto by consolidation, merger or acquisition of
its assets substantially as an entirety, called "Lessee"), having an address at
the address set forth in Item 3 of Schedule B,, both parties intending to be
legally bound.
Capitalized terms not otherwise defined when they first appear are defined in
Appendix I.
1.
Demise; Title; Condition.
2.
(a)
Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor, subject to the terms hereof, all of Lessor's right, title
and interest in the Leased Property.
(b)
Lessee has examined the Leased Property and Lessor's
title thereto, and has found the same to be satisfactory. Lessee shall in no
event have any recourse against Lessor for any defect in Lessor's title to the
Leased Property or any interest of Lessee therein.
(c)
LESSOR LEASES THE LEASED PROPERTY TO LESSEE IN ITS
PRESENT CONDITION, AND LESSEE ACCEPTS THE LEASED PROPERTY "AS IS" AND "WHERE
IS", AND LESSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE LEASED PROPERTY OR THE LOCATION, USE, DESCRIPTION, DESIGN,
MERCHANTABILITY, FITNESS FOR USE FOR A PARTICULAR PURPOSE, CONDITION OR
DURABILITY THEREOF, OR AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN OR
ENVIRONMENTAL CONDITION THEREOF; AND ALL RISKS INCIDENTAL TO THE LEASED PROPERTY
SHALL BE BORNE BY LESSEE. LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY
WITH RESPECT TO ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE LEASED PROPERTY OR
ANY PORTION THEREOF, WHETHER PATENT OR LATENT AND LESSOR SHALL NOT HAVE ANY
RESPONSIBILITY OR LIABILITY FOR ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR
PROPERTY RESULTING THEREFROM OR FOR LESSEE'S LOSS OF USE OF THE LEASED PROPERTY
OR ANY PORTION THEREOF OR ANY INTERRUPTION IN LESSEE'S BUSINESS CAUSED BY
LESSEE'S INABILITY TO USE THE LEASED PROPERTY OR ANY PORTION THEREOF FOR ANY
REASON WHATSOEVER. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE
INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LESSOR OF, AND LESSOR DOES
HEREBY DISCLAIM AND LESSEE DOES HEREBY WAIVE, ANY AND ALL WARRANTIES BY LESSOR,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY OR ANY PORTION THEREOF,
WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER