SECOND AMENDMENT
Exhibit
10.20
SECOND AMENDMENT
This Second Amendment
(the “Amendment”) is made and entered into as of the 26th
day of January, 2007, 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 are parties to that certain lease dated the 6th day
of March, 2006 currently containing approximately 57,194 rentable square feet of space described as
Suite Nos. 300, 400, 650, 710, 815, 1210, 1600, 1700 and 1950 on the third, fourth, sixth, seventh,
eighth twelfth, sixteenth, seventeenth and nineteenth floors (“Premises”) of the building commonly
known as The Tower the address of which is 0000 Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx (the
“Building”), which lease has been previously amended or assigned by an instrument dated October
19th, 2006 (collectively, the “Lease”); and
B. WHEREAS, Tenant has requested that additional space consisting of approximately 6,678 rentable
square feet on the 0xx xxxxx (0xx Xxxxx Expansion Space) and 3,475 rentable
square feet on the 14th floor (14th Floor Expansion Space) of the Building
shown on Exhibit A hereto be added to the Premises and that the Lease be appropriately amended
(the 9th Floor Expansion Space and 14th Floor Expansion Space are sometimes
collectively referred to as the “Expansion Space”), 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 March 1st, 2007
(“9th Floor Expansion Effective Date”), the Premises is increased from 57,194 rentable
square feet to 63,672 rentable square feet by the addition of the 9th Floor Expansion
Space and effective May 1st, 2007 (“14th Floor Expansion Effective Date”)
the Premises is increased from 63,872 rentable square feet to 67,347 rentable square feet by the
addition of the 14th Floor Expansion Space. The lease term for the Expansion Space
shall commence on the respective 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 9th Floor Expansion Space in
thirty (30) equal monthly installments of $10,295.25 each payable on or before the first day of
each month during the period beginning March 1st, 2007 and ending August 31st, 2009 and
for the 14th Floor Expansion Space in twenty-eight (28) equal monthly installments of $5,357.29
each payable on or before the first day of each month during the period beginning May
1st, 2007 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 9th
Floor Expansion Effective Date and ending on the Termination Date, Tenant’s Pro Rata Share for
the 9th Floor Expansion Space is two point two three percent (2.23%) and for the
period commencing with the 14th Floor Expansion Effective Date and ending on the
Termination Date, Tenant’s Pro Rata Share for the 14th Floor Expansion Space is one
point one six percent (1.16%).
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 Forty Nine Thousand Six Hundred
Six and 67/100 Dollars ($49,606.67) 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
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amended in the following additional respects:
A. Parking. Tenant shall be granted seventeen (17) 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
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. Under no
circumstances shall this Amendment be deemed to grant Tenant any further right to
expand the Premises or extend the Lease, provided, however, any such additional
rights specifically provided Tenant in the Lease are not hereby relinquished or
waived.
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 Levy Beffort, LLC dba 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.
I. Confidentiality Clause: Tenant agrees that the terms and conditions of this
Agreement shall be confidential and shall not be disclosed to third parties
except to the extent reasonably necessary for business purposes or as may be
required by court of competent jurisdiction.
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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