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”).
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:
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:
(b) Assignee represents and warrants that:
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