Exhibit






Exhibit 10.4
LEASE AMENDMENT #14
(TERM EXTENSION)


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 on November 10, 2014 (the "Effective Date"), do hereby amend that certain Lease Agreement dated April 19, 2011 (the "Original Lease Agreement"), as amended by 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, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment # 9 dated September 3, 2013, Lease  Amendment #10 dated  September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment # 12 dated October 23, 2014, and Lease Amendment #13 dated October 30, 2014 (collectively,  the  "Lease  Agreement"), covering  a total  of  approximately 24,150 square  feet  of Net  Rentable  Area  located  on  Level Twelve (12) and Level Fourteen (14) (hereinafter, the "Entire Premises") of One Fasken  Center  at 500 West Texas Avenue,  Midland,  Texas 79701 ("One Fasken Center"), being a part of the Building consisting of 550 and 500 West Texas Avenue, Texas 79701 (the "Building"), under the following terms and conditions (the "Lease Amendment #14"):


		
	1.
	LEASE TERM.  The Lease Term for the Entire Premises is hereby extended for a period of ten (10) years to expire at 11:59pm, May 31, 2026, rather than its current expiration date of May 31, 2016. The ten (10) year Lease Term extension period from June 1, 2016, until May 31, 2026, is hereafter referred to as the "Lease Term Extension Period".






		
	2.
	BASE YEAR. During the Lease Term Extension Period, the Base Year for Operating Expenses and Tax Expenses for the Entire Premises shall be the calendar year 2016.




		
	3.
	RENT. 




		
	(a)
	The Base Rent for the Entire Premises during the Lease Term Extension Period is as follows:


	
							
	PERIOD
	ANNUAL RATE PER SQ. FT.
	MONTHLY BASE RENT

	6/1/2016 - 5/31/2017
	$
	35.50
	

	$
	71,443.75
	


	6/1/2017 - 5/31/2018
	$
	36.25
	

	$
	72,953.13
	


	6/1/2018 - 5/31/2019
	$
	37.00
	

	$
	74,462.50
	


	6/1/2019 - 5/31/2020
	$
	37.75
	

	$
	75,971.87
	


	6/1/2020 - 5/31/2021
	$
	38.50
	

	$
	77,481.25
	


	6/1/2021 - 5/31/2022
	$
	39.25
	

	$
	78,990.62
	


	6/1/2022 - 5/31/2023
	$
	40.00
	

	$
	80,500.00
	


	6/1/2023 - 5/31/2024
	$
	40.75
	

	$
	82,009.37
	


	6/1/2024 - 5/31/2025
	$
	41.50
	

	$
	83,518.75
	


	6/1/2025 - 5/31/2026
	$
	42.25
	

	$
	85,028.13
	







		
	(b)
	All monthly Base Rent shall be paid to Lessor in advance and without demand, counterclaim or offset, on or before the first day of each calendar month. 




		
	4.
	SECONDARY RIGHT OF FIRST REFUSAL.   Provided  (i)  there  is  no  Lessee  Event  of Default   under  Section11.1  of  the  Lease  Agreement  at  the  time  Refusal Space is Available (as hereinafter defined), and (ii) Lessee has not subleased or assigned all or any part  of  the  Leased  Premises  at  the  time  Refusal  Space  is  Available  (as  hereinafter defined), Lessee shall have a secondary and subordinate right of refusal to 7,300 rentable square feet on the l3th floor of One Fasken Center, also known as Suite 1300, currently leased by Parsley Energy, L.P. (''Refusal Space"), if Available, as hereinafter defined. As used herein, the Refusal Space is "Available" at the time in question if (a) Parsley Energy; L.P. is not leasing or occupying the Refusal Space, under any current or renewal term of the lease or any other agreement, 



1






and (b) Gulf Coast Oil & Gas Company elects not to exercise  its outstanding  and  valid  first right  of refusal  to the same space  ("First Right of Refusal").


If the Refusal Space is Available, Lessor shall deliver notice thereof to Lessee (a "Refusal Notice") setting forth (a) the anticipated commencement date of the lease of the Refusal Space ("Refusal Space Commencement Date"), (b) the term for the Refusal Space, which shall be co-terminus with the Lease Term Extension Period for the Premises; provided, however, if less than thirty-six (36) months remain in the Lease Term Extension Period upon the Refusal Space Commencement Date, the term for the Entire Premises shall be extended for a full thirty-six (36) months, (c) Lessee's proportionate share of the Operating Expenses and Taxes, (d) the Base Year for Operating Expenses and Tax Expenses for the Entire Premises and the Refusal Space, (e) provided that thirty-six (36) months remain in the Lease Term Extension Period, Lessor shall provide to Lessee an allowance in the amount of $15.00 per rentable square foot toward the cost of performing leasehold improvements in the Refusal Space, which allowance shall be paid by Lessor to the contractors that perform the leasehold improvements in the Refusal Space, following receipt by Lessor of the following bills covering all labor and materials expended and final waivers of lien, and (d) the Base Rent for the Refusal Space, as hereinafter defined. The .Base Rent for the Refusal Space shall be the greater of: (i) the fair market value per square foot of the Refusal Space as reasonably determined by Lessor pursuant to current market conditions in the Building as of the date of the Refusal Notice, or (ii) Lessee's escalated annual rate per square foot of the Entire Premises as of the date of the Refusal Notice.


Within five (5) business days following Lessor's delivery of the Refusal Notice, Lessee shall in writing elect to either (a) lease the Refusal Space upon the terms set forth in the Refusal Notice, or (ii) refuse to lease the Refusal Space. If Lessee refuses to lease the Refusal Space, fails to timely elect to lease, or does not respond in any manner, Lessee's secondary right of refusal shall be terminated in its entirety and Lessor shall a right to lease all or any portion of Refusal Space to anyone it desires.


If Lessee elects to lease the Refusal Space upon the terms set forth in the Refusal Notice, Lessee and Lessor shall, within ten (10) business days thereafter, execute an amendment to the Lease Agreement to reflect the terms and conditions as set forth in the Refusal Notice.


		
	5.
	RIGHT OF FIRST OFFER.  Provided  (i) there  is no  Lessee  Event  of  Default  under Section 11.1 of the Lease Agreement  at the time Offer Space is Available (as hereinafter defined),  and  (ii)  Lessee  has  not  subleased  or  assigned  all  or  any part  of  the  Leased Premises at the time Offer Space is Available (as hereinafter defined), Lessee shall have a right of first offer to 7,714 rentable square feet on the 13th floor of One Fasken Center, also known as Suite 1320, currently leased by Gulf Coast Oil & Gas Company ("Offer Space"), if Available, as hereinafter defined. As used herein, the Offer Space is "Available" at the time in question if Gulf Coast Oil & Gas Company is not leasing or occupying the Offer Space, under any current or renewal term of the lease or any other agreement.




If the Offer Space is Available, Lessor shall deliver notice thereof to Lessee (a "Offer Notice") setting forth (a) the anticipated commencement date of the lease of the Offer  Space  ("Offer  Space  Commencement  Date"),  (b)  the  term  for the  Offer  Space, which  shall  be  co-terminus  with  the  Lease  Term  Extension  Period  for the  Premises; provided,   however,   if  less  than  thirty-six (36)  months  remain   in  the   Lease  Term Extension  Period  upon  the  Offer  Space Commencement  Date,  the  term  for  the  Entire Premises  shall  be extended  for a full  thirty-six  (36) months,  (c) Lessee's  proportionate share of the Operating  Expenses  and Taxes, (d) the Base Year for Operating  Expenses and Tax Expenses  for the Entire Premises  and the Offer Space, (e) provided  that thirty­ six  (36)  months  remain  in the  Lease  Term  Extension  Period,  Lessor  shall  provide  to Lessee an allowance  in the amount of $15.00 per rentable square foot toward  the cost of performing leasehold improvements in the Offer Space, which  allowance shall be paid  by Lessor  to the  contractors  that  perform  the  leasehold  improvements  in  the  Offer  Space, following  receipt  by  Lessor  of  the  following  bills  covering  all  labor  and  materials expended  and  final  waivers  of  lien,  and  (d)  the  Base  Rent  for  the  Offer  Space,  as hereinafter defined.  The Base Rent for the Offer Space shall be the greater of: (i) the fair market  value  per  square  foot  of  the  Offer  Space  as  reasonably  determined  by  Lessor pursuant  to current market conditions  in the Building as of the date of the Offer Notice, or (ii) Lessee's escalated annual rate per square foot of the Entire Space as of the date of the Offer Notice.


Within five (5) business days following Lessor's delivery of the Offer Notice, Lessee shall in writing elect to either (a) lease the Offer Space upon the terms set forth in the Offer Notice; or (ii) refuse to lease the Offer Space. If Lessee refuses to lease the Offer Space, fails to timely elect to lease, or does not respond in any manner, Lessee's right of first ofter shall be terminated in its entirety and Lessor shall have a right to lease all or any portion of Offer Space to anyone it desires.

2








If Lessee elects to lease the Offer Space upon the terms set forth in the Offer Notice, Lessee and Lessor shall, within ten (10) business days thereafter execute, an amendment to the Lease Agreement to reflect the terms and conditions as set forth in the Offer Notice.


		
	6.
	RATIFICATION. Except as amended by this Lease Amendment #14, 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 of this Lease Amendment #14 as of the dates below but to be effective as of the Effective Date.


	
					
	LESSOR
	 
	LESSEE

	 
	 
	 
	 
	 

	FASKEN MIDLAND, LLC
	 
	DIAMONDBACK E&P LLC

	By:
	Haley-NWC Property
	 
	 
	 

	 
	Management Co., LLC
	 
	 
	 

	 
	Its Authorized Agent
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Wendell L. Brown, Jr.
	 
	By:
	/s/ Travis D. Stice

	Name:
	Wendell L. Brown, Jr.
	 
	Name:
	Travis D. Stice

	Title:
	V.P.
	 
	Title:
	President & CEO

	Date:
	12-5-14
	 
	Date:
	12-5-14









3