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EXHIBIT 10.24
THIRD AMENDMENT TO
LEASE
This THIRD AMENDMENT TO LEASE
(“Third Amendment”) is made this 9th day of April ,
2007 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, 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, Landlord and Tenant entered
into that certain Second Amendment to Lease dated April 19,
2005 (“Second Amendment”) wherein Tenant and Landlord
agreed to modify the terms and conditions of the Option to
Terminate in paragraph 13 of the First Amendment; and
WHEREAS, the Lease, the First Amendment,
the Assignment and the Second Amendment including any and all
exhibits, addenda, riders, estoppels and letter agreements, shall
hereinafter be collectively referred to as the “Lease”;
and
WHEREAS, Tenant desires to expand the
premises; and Landlord and Tenant agree to further amend the Lease
to reflect same;
AGREEMENTS:
NOW, THEREFORE, for and in consideration
of the sum of ten and no/100 dollars ($10.00) and other valuable
consideration paid by each party to the other, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant do
hereby amend the Lease as follows:
1. Article 2. b. -
Premises.
The Premises shall hereby be
expanded to include the area on the second (2 nd ) floor of the Building (Expansion
Space I”), shown on Exhibit “A” attached hereto
and made a part hereof, as of the Commencement Date for Expansion
Term I (as hereinafter defined).
2. Article 2. d. - Tenant’s
Rentable Square Feet.
The total area in the Premises shall be
hereby amended to include the 3,179 Rentable Square Feet in
Expansion Space I as of the C
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