FIRST AMENDMENT
Exhibit
10.19
This First Amendment (the “Amendment”) is made and entered into as of the 19th day
of October, 2006, by and between 1601 Tower Properties, L.L.C., an Oklahoma limited liability
company (“LANDLORD”), and Riata Energy, Inc., a Texas corporation, d/b/a XxxxXxxxx Energy
(“Tenant”).
WITNESSETH
A. WHEREAS, Landlord and Tenant (as successor in interest to Riata Energy, Inc., a Texas
corporation) are parties to that certain lease dated the 6th of March, 2006 currently containing
approximately 53,762 rentable square feet (“Premises”) of space described as Suite Nos. 300, 400,
710, 1210, 1600, 1700 and 1950 on the third, fourth, seventh, twelfth, sixteenth, seventeenth and
nineteenth floors of the building commonly known as The Tower the address of which is 0000
Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx (the “Building”) (the “Lease”); and
B. WHEREAS, Tenant has requested that additional space consisting of approximately 3,432 rentable
square feet on the 6th and 8th floors of the Building shown on Exhibit A hereto (the
“Expansion Space”) be added to the Premises and that the Lease be appropriately amended, and
Landlord is willing to do the same on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
I. Expansion and Effective Date. Effective as of November 1st, 2006
(“Expansion Effective Date”), the Premises is increased from 53,762 rentable square feet on the
third, fourth, seventh, twelfth, sixteenth, seventeenth and nineteenth floors to 57,194 rentable
square feet on the third, fourth, seventh, eighth, twelfth, sixteenth, seventeenth and nineteenth
floors by the addition of the Expansion Space. The lease term for the Expansion Space shall
commence on the Expansion Effective Date and end on August 31st, 2009 (the “Termination
Date”). The Expansion Space is subject to all the terms and conditions of the Lease except as
expressly modified herein and except that Tenant shall not be entitled to receive any allowances,
abatement or other financial concession granted with respect to the Premises unless such
concessions are expressly provided for herein with respect to the Expansion Space.
II. Monthly Base Rent.
In addition to Tenant’s obligation to pay Base Rent for the Premises, Tenant shall pay
Landlord as Monthly Base Rent for the Expansion Space in thirty-four (34) equal monthly
installments of $5,291.00 each payable on or before the first day of each month during the period
beginning November 1st, 2006 and ending August 31st, 2009.
All such Base Rent shall be payable by Tenant in accordance with the terms of Article V of
the Lease.
III. Tenant’s Pro Rata Share. For the period commencing with the Expansion Effective
Date and ending on the Termination Date, Tenant’s Pro Rata Share for the Expansion Space is one
point one five percent (1.15%).
IV. Improvements to Expansion Space.
A. Tenant has inspected the Expansion Space and agrees to accept the same “as is”
without any agreements, representations, understandings or obligations on the part
of Landlord to perform any alterations, repairs or improvements, except as may be
expressly provided otherwise in this Amendment.
B. Cost of Improvements to Expansion Space. Provided Tenant is not in default,
Tenant shall be entitled to receive an improvement allowance (the “Expansion
Improvement Allowance”) in an amount not to exceed twenty thousand five hundred
ninety-two and no/100 Dollars ($20,592.00) to be applied toward the cost of
performing initial construction, alteration or improvement of the Expansion Space,
including but not limited to the cost of space planning, design and related
architectural and engineering services. In the event the total cost of the initial
improvements to the Expansion Space exceeds the Expansion Improvement Allowance,
Tenant shall pay for such excess upon demand.
V. Other Pertinent Provisions. Landlord and Tenant agree that the Lease shall be
amended in the following additional respects:
A. Parking. Tenant shall be granted five (5) covered non-reserved parking spaces on a first
come, first served basis at a cost of $60.00 per space per month.
VI. Miscellaneous.
A. This Amendment sets forth the entire agreement between the
parties with
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respect to the matters set forth herein. There have been no additional oral or
written representations or agreements.
B. Except as herein modified or amended, the provisions, conditions and terms of the
Lease shall remain unchanged and in full force and effect.
C. In the case of any inconsistency between the provisions of the Lease and this
Amendment, the provisions of this Amendment shall govern and control.
D. Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall
not be bound by this Amendment until Landlord has executed and delivered the same
to Tenant.
E. The capitalized terms used in this Amendment shall have the same definitions as
set forth in the Lease to the extent that such capitalized terms are defined
therein and not redefined in this Amendment.
F. This Amendment shall be of no force and effect unless and until accepted by any
guarantors of the Lease, who by signing below shall agree that their guarantee
shall apply to the Lease as amended herein, unless such requirement is waived by
Landlord in writing.
G. Tenant hereby represents to Landlord that Tenant has dealt with no broker in
connection with this Amendment except Xxxxx & Xxxxx | Xxxx Xxxxxxx. Tenant agrees
to indemnify and hold Landlord and the Landlord Related Parties harmless from all
claims of any brokers claiming to have represented Tenant in connection with this
Amendment.
H. The liability of Landlord for Landlord’s obligations under the Lease, as amended
by this Agreement (the “Amended Lease”), shall be limited to Landlord’s interest in
the Building and the land thereunder and Tenant shall not look to any other property
or assets of Landlord or the property or assets of any partner, shareholder,
director, officer, principal, employee or agent, directly and indirectly, of
Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s
obligations under the Amended Lease or to satisfy a judgment for Landlord’s failure
to perform such obligations; and none of the Parties shall be personally liable for
the performance of Landlord’s obligations under the Amended Lease.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and
year first above written.
| LANDLORD: 1601 Tower Properties L.L.C., an Oklahoma limited liability company |
TENANT: Riata Energy, Inc., a Texas corporation, d/b/a XxxxXxxxx Energy | |||||||||
| By: VB Tower Manager, Inc., as Manager | ||||||||||
By:
|
/s/ Xxxx X. Xxxxxxx | By: | /s/ Xxx X. Xxxx | |||||||
| Name: Xxxx X. Xxxxxxx | Name: Xxx X. Xxxx | |||||||||
| Title: Vice President and Secretary | Title: CEO | |||||||||
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EXHIBIT A
Attach Floor Plan
Showing Expansion Space
Showing Expansion Space
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