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EXHIBIT 10.23
SECOND AMENDMENT TO
LEASE
This SECOND AMENDMENT TO LEASE
(“Second Amendment”) is made this 19th day of April ,
2005 by and between Cypress Court Operating Associates, Limited
Partnership, a New Mexico limited partnership
(“Landlord”) and Southern Bay Energy, L.L.C., a Texas
limited liability company (“Tenant”)
RECITALS:
WHEREAS, Landlord and AROC, Inc.,
(“Former Tenant”) entered into that certain Lease
Agreement dated June 7, 2001 (“Lease”) covering
certain leased premises (“Premises”) containing 14,810
Rentable Square Feet on the second floor of the building
(“Building”) located at 110 Cypress Station Drive in
Houston, Harris County, Texas; and
WHEREAS, Landlord and Former Tenant
entered into that certain First Amendment to Lease dated
November 10, 2003 (“First Amendment”) wherein,
among other things, the Premises was reduced by 4,234 Rentable
Square Feet to 10, 576 Rentable Square Feet and the Lease Term was
renewed early; and
WHEREAS, Landlord, Former Tenant and
Tenant entered into that certain Assignment and Assumption of Lease
dated April 19, 2005 (“Assignment”) wherein the Lease,
including the First Amendment, was assigned from Former Tenant to
Tenant; and
WHEREAS, the Lease, the First Amendment
and the Assignment, including any and all exhibits, addenda,
riders, estoppels and letter agreements, shall hereinafter be
collectively referred to as the “Lease”; and
WHEREAS, Southern Bay Oil &
Gas, L.P., a Texas limited partnership, (“Guarantor”)
executed that certain Unconditional Guaranty of Lease dated April
19, 2005, wherein, among other things, Guarantor guaranteed the
performance of all Tenant’s obligations under the Lease,
including the obligation to pay rent; and
WHEREAS, Tenant desires to modify the
terms and conditions of the Option to Terminate in paragraph 13 of
the First Amendment; and Landlord and Tenant agree to further amend
the Lease to reflect same;
AGREEMENT
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