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EXHIBIT 10.22
UNCONDITIONAL GUARANTY OF
LEASE
This UNCONDITIONAL GUARANTY OF LEASE
(“Guaranty”) shall be a guaranty of that certain Lease
Agreement dated June 7, 2001 by and between Cypress Court
Operating Associates, Limited Partnership (“Landlord”)
and AROC, Inc. (“Former Tenant”); amended by First
Amendment to Lease dated November 10, 2003 (hereinafter
collectively referred to as the “Lease”); assigned by
Assignment and Assumption of Lease dated April 19, 2005 from
Former Tenant to Southern Bay Energy, L.L.C.
(“Tenant”).
The undersigned, Southern Bay
Oil & Gas, L.P, a Texas limited partnership (hereinafter
called “Guarantor” whether one or more), to induce
Landlord named therein to execute the above described Lease and as
a material consideration and inducement therefor (recognizing that
without execution of this guaranty Landlord would not be willing to
enter into or make such Lease with Tenant), hereby unconditionally
guarantees performance and observance by Tenant of all obligations,
duties covenants, agreements and conditions provided in such Lease,
as same may be amended from time to time, to be performed or
observed by Tenant during the term of such Lease (including
specifically and without limiting the generality of the foregoing,
payment by Tenant of all rental and other amounts and damages of
whatsoever kind or nature which may be or become due from Tenant
under the terms of or in connection with such Lease). This Guaranty
is unconditional and the liability of Guarantor shall be absolute,
in the same manner as if Guarantor was named in and had signed such
Lease as “Tenant” thereunder. Guarantor agrees that
bankruptcy insolvency, lack of corporate capacity or any other
disability or impediment against enforcement of full liability of
Tenant named in the foregoing Lease shall in nowise impair or
affect Guarantor’s liability and obligation hereunder, and,
without limitation of the foregoing, Guarantor agrees that in the
event that Tenant shall become insolvent or shall be adjudicated a
bankrupt, or shall file a petition for reorganization, arrangement
or other relief under any present or future provisions of the
Bankruptcy Code, or if such a petition be filed by creditors of
Tenant, or if Tenant shall seek a judicial readjustment of the
rights of its creditors under any present or future federal or
state law or if a receiver of all or part of Tenant’s
property and assets is appointed by any state or federal court, no
such proceeding or action taken therein shall modify, diminish or
in any way affect the liability of Guarantor under this Guaranty,
and the liability of Guarantor for the Tenant’s obligations
under such Lease shall be of the same scope as if Guarantor had
itself executed such Lease and no “rejection” and/or
“termination” of such Lease in any of the
proceedings
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