Exhibit 10.7
ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT
This Assignment and Assumption of
Lease (the “ Assignment of Lease ”) is made
this 21st day of June, 2005, by and between, CALPINE
CORPORATION a Delaware Corporation (the “ Assignor
”) and CALPINE NATURAL GAS L.P. a Delaware Limited
Partnership, (the “ Assignee ”).
WITNESSETH:
WHEREAS, Assignor (as successor in interest to Sheridan
Energy, Inc. and Calpine Natural Gas Company), is the tenant under
that certain lease, dated February 15, 1999, (the “
Lease ”), with EOP-TABOR, LLC, a Delaware limited
liability company (the “Prime Landlord”), as
amended by that certain First Amendment, dated February 14,
2000 (the “First Amendment ”), that Second
Amendment, dated September 14, 2000 (the “ Second
Amendment ”) and that Third Amendment dated July 9,
2003, (the “ Third Amendment”) and for certain
premises (the “Prime Leased Premises ”)
described thereunder in the building known as the Tabor Center,
which is 1200 Seventeenth Street, City of Denver, County of Denver,
State of Colorado (the “ Building ”);
and
WHEREAS, Assignor and Assignee desire that Assignor
assign to Assignee its interest in the Lease as amended (“
Prime Lease ”), and contemporaneously enter into a
sublease agreement pursuant to which Assignee will sublease to
Assignor a portion of the Prime Leased Premises (the
“Sublease Premises”).
NOW, THEREFORE,
in consideration of the premises
and other good and valuable consideration, it is hereby mutually
covenanted and agreed as follows:
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1.
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Assignment
of Leased Premises
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