0001193125-07-182105 Sample Contracts

CREDIT AGREEMENT Dated as of December 22, 2004 among SOUTHERN BAY OIL & GAS, L.P. as Borrower, AROC OIL & GAS L.L.C., AROC RESOURCES L.L.C., AROC (TEXAS), INC., SOUTHERN BAY ENERGY L.L.C., SOUTHERN BAY LOUISIANA, L.P., SOUTHERN BAY LOUISIANA, G. P.,...
Credit Agreement • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS CREDIT AGREEMENT dated as of December 22, 2004, among SOUTHERN BAY OIL & GAS L.P., a Texas limited partnership (the “Borrower”); AROC (TEXAS), INC., a Texas corporation (“AROC Texas”), AROC OIL & GAS L.L.C., a Texas limited liability company, (“AROC O&G”), AROC RESOURCES L.L.C. (“AROC Resources”) a Texas limited liability company, SOUTHERN BAY ENERGY L.L.C. (“SB Energy”) a Texas limited liability company, and SOUTHERN BAY OPERATING L.L.C. (“SB Operating”) a Texas limited liability company, SOUTHERN BAY LOUISIANA, LP (“SB Louisiana”), a Texas limited partnership, SOUTHERN BAY LOUISIANA GP, L.L.C. (“SB Louisiana GP”) a Texas limited liability company (AROC Texas, AROC O&G, AROC Resources, SB Energy, SB Louisiana, SB Louisiana GP and SB Operating are collectively, the “Guarantors” and the Borrower and the Guarantors are collectively, the “Obligors”), each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together

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OFFICE BUILDING LEASE BY AND BETWEEN 475-17TH STREET, CO., a Colorado limited partnership (“Landlord”) and Collis P. Chandler III (“Tenant”) Dated January 31, 2000
Office Building Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas • Colorado

THIS LEASE (this “Lease”) is made this 31st day of January , 2000, by and between 475-17TH STREET, CO., a Colorado limited partnership (“Landlord”) and Collis P. Chandler III (“Tenant”).

THIRD AMENDMENT TO LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

This THIRD AMENDMENT TO LEASE (“Third Amendment”) is made this 9th day of April , 2007 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and Southern Bay Energy, L.L.C., a Texas limited liability company (“Tenant”)

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas • Texas

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”).

FIRST AMENDMENT OF LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

THIS FIRST AMENDMENT OF LEASE (this “FIRST Amendment”) dated this 28th day of September, 2001, is by and between 475 - 17TH STREET, CO., a Limited Partnership (“Landlord”) and Collis P. Chandler III, (“Tenant”).

UNCONDITIONAL GUARANTY OF LEASE
Unconditional Guaranty of Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

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”).

SECOND AMENDMENT TO LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

This SECOND AMENDMENT TO LEASE (“Second Amendment”) is made this 19th day of April , 2005 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and Southern Bay Energy, L.L.C., a Texas limited liability company (“Tenant”)

SECOND AMENDMENT OF LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

THIS FIRST AMENDMENT OF LEASE (this “FIRST Amendment”) dated this 23rd day of October, 2002, is by and between 475 - 17TH STREET, CO., a Limited Partnership (“Landlord”) and Collis P. Chandler, III, (“Tenant”).

THIRD AMENDMENT OF LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

THIS THIRD AMENDMENT OF LEASE (this “THIRD Amendment”) dated this 28th day of June, 2004, is by and between 475 - 17TH STREET, CO., a Limited Partnership (“Landlord”) and Collis P. Chandler, III, (“Tenant”).

FIRST AMENDMENT TO LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made this 10th day of November _____________, 2003 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and AROC, Inc., a Delaware corporation (“Tenant”)

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