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EXHIBIT 10.21
ASSIGNMENT AND
ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE
(“Assignment”) is dated for reference purposes only as
of April 19, 2005 by and between AROC, Inc., a Delaware
corporation (“Assignor”), Southern Bay Energy, L.L.C.,
a Texas limited liability company (“Assignee”), and
Cypress Court Operating Associates, L.P., a New Mexico limited
partnership (“Landlord”).
RECITALS:
WHEREAS, Landlord as landlord and
Assignor as tenant have previously entered into that certain Lease
Agreement dated June 7, 2001 (“Lease”) wherein,
among other things, Landlord leased to Assignor and Assignor leased
from Landlord approximately 14,810 rentable square feet on the
second floor (“Premises”) of the building located at
110 Cypress Station Drive, Houston, Harris County, Texas;
and
WHEREAS, Landlord and Assignor entered
into that certain First Amendment to Lease November 10, 2003
(“First Amendment”) wherein, among other things, the
Premises was reduced in size to 10,576 rentable square feet and the
Lease term was renewed; and
WHEREAS, the Lease and the First
Amendment to Lease, copies of which are attached hereto as Exhibit
“A”, shall hereinafter be collectively referred to as
the “Lease”; and
WHEREAS, Assignor desires to assign all
its right, title and interest in the Lease to Assignee, and
Assignee desires to accept such assignment.
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, the Landlord and
Tenant do hereby agree as follows:
AGREEMENT:
1. The foregoing recitals are true and
correct and are incorporated herein by this reference.
2. Representations and
Warranties.
(a) Assignor represents and warrants
that:
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(i) |
Assignor has not assigned, sublet or otherwise conveyed its
interest in the Lease to anyone. |
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(ii) |
Assignor’s interest in the Lease is not subject to any
lien, encumbrance, claim, setoff or deduction; and |
1
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(iii) |
Assignor is not in default and no event has occurred which with
notice or lapse of time Or both would constitute a default by
Assignor under any of the provisions of the Lease. |
(b) Assignee represents and
warrants that:
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(i) |
Assignee shall use and occupy the Premises covered by the Lease
only for the specifically Stated purposes set forth in the
Lease. |
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(ii) |
The financial statements of Assignee delivered to Landlord are
true and correct in all Material respects. |
3. Assignment. Assignor hereby
assigns, transfers and conveys to Assignee all of Assignor’s
right, title and interest in and to the Lease, including any
security
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