Ex1039


Exhibit 10.39


LEASE AMENDMENT #6
DIAMONDBACK E & P LLC
FASKEN MIDLAND, LLC, (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), for good and valuable consideration the receipt of which is hereby acknowledged, do hereby amend that certain Lease Agreement dated April 19, 2011, Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012 and Lease Amendment #5 dated July 25, 2012 (collectively the “Lease Agreement”), covering approximately 7,428 square feet of Net Rentable Area located on Level Twelve (12) of One Fasken Center at 500 West Texas Avenue, Midland, Texas 79701, also known as Suite 1210, under the following terms and conditions:
		
	1.
	LEASED PREMISES.  Effective May 1, 2013, the provisions of paragraph 1.5 are hereby deleted and the following substituted in lieu thereof:


“1.  LEASED PREMISES.  Approximately 7,965 square feet of Net Rentable Area located on Level Twelve (12) as more fully diagrammed on the floor plan of such premises attached hereto and made a part hereof as “Exhibit B-l”, together with a common area percentage factor determined by Lessor (the “Leased Premises”).  Said Leased Premises is comprised of approximately 1,586 square feet of Net Rentable Area in the Original Leased Premises together with approximately 1,489 square feet of Net Rentable Area (the “Suite 1220 Expansion Space”), approximately 1,997 square feet of Net Rentable Area (the “Suite 1225 Expansion Space”), 314 square feet of Net Rentable Area (the 12th Floor Expansion Space”), 2,042 square feet of Net Rentable Area (the “Suite 1280 Expansion Space”) and approximately 537 square feet of Net Rentable Area (the “Suite 1260 Expansion Space”).  Any statement of size or square footage set forth in the Lease Amendment or that may have been used in calculating Rent, Base Rent, Operating Expenses or any other charge to Lessee is an approximation, which the parties agree is reasonable and any payments based thereon are not subject to dispute.  Said demised space represents approximately 1.889% of the Total Net Rentable Area, such Total Net Rentable Area of the Building being approximately 421,546 square feet.”
		
	2.
	TERM.  The Lease Term for the Suite 1260 Expansion Space added by this amendment shall be for three (3) years and one (1) month, commencing May 1, 2013 and terminating May 31, 2016.


		
	3.
	RENT.  Effective May 1, 2013, the Base Rent table set forth on Exhibit C of the Lease, Section 2 (Rent) of Lease Amendment #1, Exhibit C-l of Lease Amendment #2, Exhibit C-2 of Lease Amendment #3, Exhibit C-3 of Lease Amendment #4 and Exhibit C-4 of Lease Amendment #5 are hereby deleted and the attached Exhibit C-5 shall be substituted in lieu thereof.


		
	4.
	FINISH OUT.  Lessee accepts the Leased Premises in “as is” condition and no other finish out shall be required of Lessor.  Any alterations to the Leased Premises shall be at Lessee’s sole expense and responsibility.


		
	5.
	PARKING.  Effective May 1, 2013, Lessor agrees to provide up to one (1) additional parking spaces in the attached parking garage, at the following rates per space per month plus applicable sales tax at Lessee’s election herein:


_____ @ $125.00 per space per month for Officer Reserved (Basement & Level One) — space may be limited, if available







_____ @ $95.00 per space per month for Preferred Reserved (Level Two and above) — space may be limited, if available
  1   @ $75.00 per space per month for General Unreserved
The parking spaces set forth in this section shall be for Lessee and/or Lessee’s employees and Lessor shall have the right to assign parking space as conditions permit.  However, Lessor shall not be required to police the use of these spaces.  Lessor may make, modify and enforce rules and regulations relating to the parking of automobiles in the parking area(s), and Lessee shall abide thereby.  Lessor shall not be liable to Lessee or Lessee’s agents, servants, employees, customers, or invitees for damage to person or property caused by any act of omission or neglect of Lessee, and Lessee agrees to hold Lessor harmless from all claims for any such damage.
		
	6.
	SUBJECT TO VACATING.  Lessor’s duty to tender possession of the Suite 1260 Expansion Space added to the Leased Premises hereunder is subject to the current tenant vacating the Suite 1260 Expansion Space.  Provided, however, that if the current tenant does not vacate the Suite 1260 Expansion Space within six (6) months from the proposed effective date hereof, Lessee shall have the right to terminate its obligation to lease the Suite 1260 Expansion Space by delivery of written notification to Lessor.


		
	7.
	RATIFICATION.  Lessor and Lessee do hereby ratify and affirm all of the terms, conditions and covenants of the Lease Agreement, as amended herein.


Witness the execution hereby this the 18th day of December, 2012, but to be effective May 1, 2013.


	
									
	 
	 
	 
	 
	 
	 
	 
	 
	 

	LESSOR
	 
	 
	 
	LESSEE

	 
	 
	 

	FASKEN MIDLAND, LLC
	 
	 
	 
	DIAMONDBACK E & P LLC

	By:
	 
	JB Fund 1, LLC, Manager
	 
	 
	 
	 
	 
	 

	By:
	 
	Its Managers
	 
	 
	 
	 
	 
	 

	 
	 
	North Waterfront Corporation
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	 
	/s/ Thomas E. Cooper
	 
	 
	 
	By:
	 
	/s/ Travis D. Stice

	 
	 
	Thomas E. Cooper
	 
	 
	 
	Name:
	 
	Travis D. Stice

	 
	 
	Vice President
	 
	 
	 
	Title:
	 
	Chief Executive Officer






	
				
	 
	 
	 
	 

	JB Financials, Inc.
	 

	 
	 
	 

	By:
	 
	/s/ Thomas E. Cooper
	 

	 
	 
	Thomas E. Cooper
	 

	 
	 
	Vice President
	 













EXHIBIT B.1












LEASE AMENDMENT #6 DIAMONDBACK E & P LLC
EXHIBIT C-5
	
													
	 
	 
	Original Leased Premises - Suite 1210 - 1,586 Sq. Ft.
	 
	Suite 1220 Expansion Space - 1,489 Sq. Ft.

	Months
	 
	Annual Rate
Per SF for
Original Leased
Premises  
	 
	Annual Rent
for Original 
Leased 
Premises 
	 
	Monthly Rent
for Original
Leased
Premises
	 
	Annual Rate
Per SF for
Suite 1220
Expansion
Space
	 
	Annual
Rent
for
Suite 1220 
Expansion
Space
	 
	Monthly
Rent for
Suite 1220
Expansion
Space

	8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	08/01/11 - 10/31/11
	 
	$16.00
	 
	$25,376.00
	 
	$2,114.67
	 
	 
	 
	 
	 
	 

	11/1/11 - 11/30/11
	 
	$16.00
	 
	$25,376.00
	 
	$2,114.67
	 
	$16.00
	 
	$23,824.00
	 
	$1,985.33

	12/1/11 - 1/31/12
	 
	$16.00
	 
	$25,376.00
	 
	$2,114.67
	 
	$16.00
	 
	$23,824.00
	 
	$1,985.33

	2/1/12 - 5/31/12
	 
	$16.00
	 
	$25,376.00
	 
	$2,114.67
	 
	$16.00
	 
	$23,824.00
	 
	$1,985.33

	6/1/12 - 4/30/13
	 
	$16.75
	 
	$26,565.50
	 
	$2,213.79
	 
	$16.75
	 
	$24,940.75
	 
	$2,078.40

	5/1/13 - 5/31/13
	 
	$16.75
	 
	$26,565.50
	 
	$2,213.79
	 
	$16.75
	 
	$24,940.75
	 
	$2,078.40

	6/1/2013 - 5/31/14
	 
	$17.50
	 
	$27,755.00
	 
	$2,312.92
	 
	$17.50
	 
	$26,057.50
	 
	$2,171.46

	06/01/14 - 05/31/15
	 
	$18.25
	 
	$28,944.50
	 
	$2,412.04
	 
	$18.25
	 
	$27,174.25
	 
	$2,264.52

	06/01/15 - 05/31/16
	 
	$19.00
	 
	$30,134.00
	 
	$2,511.17
	 
	$19.00
	 
	$28,291.00
	 
	$2,357.58

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 













	
													
	 
	 
	Suite 1225 Expansion Space - 1,997 Sq. Ft.
	 
	12th Floor Expansion Space - 314 Sq.Ft.

	Months
	 
	Annual Rate
Per SF for
Suite 1225
Expansion
Space
	 
	Annual
Rent
for
Suite 1225 
Expansion
Space
	 
	Monthly
Rent for
Suite 1225
Expansion
Space
	 
	Annual Rate
Per SF for
12th Floor
Expansion
Space
	 
	Annual
Rent
for
12th floor 
Expansion
Space
	 
	Monthly
Rent for
12th Floor
Expansion
Space

	8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	08/01/11 - 10/31/11
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	11/1/11 - 11/30/11
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	12/1/11 - 1/31/12
	 
	$18.00
	 
	$35,946.00
	 
	$2,995.50
	 
	 
	 
	 
	 
	 

	2/1/12 - 5/31/12
	 
	$18.00
	 
	$35,946.00
	 
	$2,995.50
	 
	$19.00
	 
	$5,966.00
	 
	$497.17

	6/1/12 - 4/30/13
	 
	$18.50
	 
	$36,944.50
	 
	$3,078.71
	 
	$19.50
	 
	$6,123.00
	 
	$510.25

	5/1/13 - 5/31/13
	 
	$18.50
	 
	$36,944.50
	 
	$3,078.71
	 
	$19.50
	 
	$6,123.00
	 
	$510.25

	6/1/2013 - 5/31/14
	 
	$19.00
	 
	$37,943.00
	 
	$3,161.92
	 
	$20.00
	 
	$6,280.00
	 
	$523.33

	06/01/14 - 05/31/15
	 
	$20.00
	 
	$39,940.00
	 
	$3,328.33
	 
	$21.00
	 
	$6,594.00
	 
	$549.50

	06/01/15 - 05/31/16
	 
	$21.00
	 
	$41,937.00
	 
	$3,494.75
	 
	$22.00
	 
	$6,908.00
	 
	$575.67

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 















	
													
	 
	 
	Suite 1280 Expansion Space - 2,042 Sq. Ft.
	 
	Suite 1260 Expansion Space - 537 Sq.Ft.

	Months
	 
	Annual Rate
Per SF for
Suite 1280
Expansion
Space
	 
	Annual
Rent
for
Suite 1280 
Expansion
Space
	 
	Monthly
Rent for
Suite 1280
Expansion
Space
	 
	Annual Rate
Per SF for
Suite 1260
Expansion 
Space
	 
	Annual
Rent
for
Suite 1260 
Expansion
Space
	 
	Monthly
Rent for
Suite 1260
Expansion
Space

	8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	08/01/11 - 10/31/11
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	11/1/11 - 11/30/11
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	12/1/11 - 1/31/12
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	2/1/12 - 5/31/12
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	6/1/12 - 4/30/13
	 
	$20.00
	 
	$40,840.00
	 
	$3,403.33
	 
	 
	 
	 
	 
	 

	5/1/13 - 5/31/13
	 
	$20.00
	 
	$40,840.00
	 
	$3,403.33
	 
	$22.00
	 
	$11,814.00
	 
	$984.50

	6/1/2013 - 5/31/14
	 
	$20.50
	 
	$41,861.00
	 
	$3,488.42
	 
	$22.00
	 
	$11,814.00
	 
	$984.50

	06/01/14 - 05/31/15
	 
	$21.00
	 
	$42,882.00
	 
	$3,573.50
	 
	$22.75
	 
	$12,216.75
	 
	$1,018.06

	06/01/15 - 05/31/16
	 
	$22.00
	 
	$44,924.00
	 
	$3,743.67
	 
	$23.50
	 
	$12,619.50
	 
	$1,051.63

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 















	
					
	 
	 
	 
	 
	 

	Months
	 
	Total
Annual
Rent for
Stes 1210,
1220, 1225,
12th floor,
1280 & 1260
	 
	Total
Monthly
Rent for
Stes 1210,
1220, 1225,
12th floor,
1280 & 1260

	8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
	 
	 
	 
	 

	 
	 
	 
	 
	 

	08/01/11 - 10/31/11
	 
	$25,376.00
	 
	$2,114.67

	11/1/11 - 11/30/11
	 
	$49,200.00
	 
	$4,100.00

	12/1/11 - 1/31/12
	 
	$85,146.00
	 
	$7,095.50

	2/1/12 - 5/31/12
	 
	$91,112.00
	 
	$7,592.67

	6/1/12 - 4/30/13
	 
	$135,413.75
	 
	$11,284.48

	5/1/13 - 5/31/13
	 
	$147,227.75
	 
	$12,268.98

	6/1/2013 - 5/31/14
	 
	$151,710.50
	 
	$12,642.54

	06/01/14 - 05/31/15
	 
	$157,751.50
	 
	$13,145.96

	06/01/15 - 05/31/16
	 
	$164,813.50
	 
	$13,734.46