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EXHIBIT 10.9
LEASE AGREEMENT
THIS LEASE is entered into this _____ day of ___________, 19__, by and
between GROUP HEALTH SERVICE OF OKLAHOMA INC. hereinafter called "LESSOR" and
CONTINENTAL NATURAL GAS, INC., hereinafter called "LESSEE".
IN CONSIDERATION of the mutual covenants and promises hereinafter
contained, the parties hereby mutually agree as follows:
1. LEASED PREMISES: LESSOR hereby leases to LESSEE that portion of the
1400 BOSTON Office building located at 1412 South Boston Avenue, Tulsa,
Oklahoma 74119 and consisting of approximately 17.010 NET RENTABLE SQUARE FEET
of space, being SUITE NUMBER 500______, (the leased premises) for use as
general office space.
2. TERM: The term of this Lease shall be THIRTY-SIX (36) MONTHS
COMMENCING JULY 1, 1994 and ending JUNE 30, 1997.
3. RENT: LESSEE agrees to pay as rent for said Leased Premises, the
total sum for the entire term of $484,785.00, payable at the rate of $13,466.25
per month for the period JULY 1, 1994 through JUNE 30, 1997, with the rent for
the first month payable in advance, and payments thereafter to be made on the
first day of each calendar month during the term. The rent for any fractional
calendar month shall be prorated. Rent will be payable without notice, offset,
demand or rights of abatement.
4. IMPROVEMENT OF LEASED PREMISES: Improvements, alterations and
decorations to the Leased Premises shall be made by LESSOR, at LESSOR'S sole
cost and expense, as shown on EXHIBITS "A, B" AND "C" to this Lease which are
attached hereto and made a part hereof. No alterations, additions or
improvements to the Leased Premises except those as specifically set forth
herein shall be made without first having the written consent of LESSOR. All
structural alterations are specifically prohibited. Any improvements,
additions, or alterations made to the Leased Premises shall become a part of
the realty and shall not thereafter be removed from the premises by the LESSEE,
with the sole exception that LESSEE shall have the right to install trade
fixtures which may be removed by LESSEE upon payment to LESSOR of the cost of
repairing any damage caused by the removal of said trade fixtures. In no event
shall LESSEE ever allow or cause to be filed upon the demised premises any
mechanic's or materialman's liens or liens of any kind and in the event of such
filing. LESSEE shall cause the same to be removed within ten (10) days of the
date thereof.
5. USE OF PROPERTY: LESSEE shall not use the Leased Premises for any
unlawful purpose or for any purpose deemed extra hazardous by the fire
insurance company that has coverage on the premises. LESSEE shall not commit
waste or suffer or permit waste to be committed on said premises. LESSEE shall
keep the leased premises in sound condition and good repair, ordinary wear and
tear excepted, and will neither do nor permit to be done anything to the said
premises that may impair the value thereof. Said LESSEE shall take good care
of the premises and fixtures therein and shall quit and surrender said premises
at the end or other termination of said lease term in as good condition as the
reasonable use thereof will permit. LESSOR or its agent shall, upon reasonable
notice to LESSEE, have the right to enter the Leased Premises at reasonable
hours of the day to examine the same, or to make such repairs and alterations
as may be necessary. To the extent reasonably possible all repairs and
alterations shall be made in a manner which will not interfere with the conduct
of LESSEE's business. Costs of repairs necessitated by LESSEE's negligent or
willful act shall be billed to LESSEE as additional rent. The premise will be
used for general office purposes and no other.
6. UTILITIES AND MAINTENANCE: LESSOR at LESSOR's sole cost and expense
shall furnish all utilities except telephone, and specifically including
heating, air conditioning, and janitor service. LESSOR shall be responsible
for the maintenance of the building and shall keep the same
LESSOR /s/ LESSEE /s/
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in good condition. If LESSEE's occupation of the leased premises should
involve the recurring use thereof after normal business hours (which are 7:00
a.m. to 7:00 p.m., Monday through Friday or as may be established by LESSOR
from time to time) such as employment of second or extra shifts, LESSEE hereby
agrees to reimburse LESSOR or its increased expenses in providing utilities or
services necessary to operate the leased premises in the building after hours,
including, but not limited to increased expenses for lighting, heating, air
conditioning, for security service, building engineer's overtime and any
unusual janitorial service. Additionally, if LESSEE's use of the leased
premises should involve the keeping or use of special equipment requiring
abnormal electrical current and/or water usage for its upkeep, maintenance or
operation, then in either or both events, LESSEE shall pay for LESSOR's
increased cost in providing electricity, water and any special heating or air
conditioning for such equipment. "Special equipment requiring abnormal
electrical current" shall be defined as any equipment such as reproduction
equipment, electrical data processing equipment and special lighting, having a
rated capacity of 3.5 KWH or requiring more than 120 volts of single phase
service. Not included in the category are typewriters, photocopiers,
calculators, dictation equipment and similar machines requiring low levels of
electricity. In the event LESSEE installs any special equipment requiring
abnormal electrical current, LESSEE shall also install electric and/or water
metering equipment sufficient to accurately measure the actual usage of
electricity and/or water by said equipment. LESSOR shall have access to such
metering equipment at all reasonable times and shall prepare a separate monthly
statement of electricity and/or water used by such equipment at those rates
established for the same by the public utility or agency furnishing such
service. LESSEE shall pay to LESSOR the amount shown on such statements within
ten (10 days of the date of their receipt. Should LESSEE fail to promptly pay
LESSOR's charges for electricity and/or water after timely notice has been
made, LESSOR may, at its option, discontinue furnishing such current and/or
water for the special equipment to the LESSEE, which shall not be deemed an
eviction or disturbance of the LESSEE'S use and quiet enjoyment to the
premises.
7. POSSESSION: If this Lease is executed before the premises herein
become ready for occupancy and LESSOR cannot acquire and/or deliver possession
of the herein Leased Premises by the time the term of this Lease is fixed
herein to begin, LESSEE waives any claim for damages due to such delay and
LESSOR waives the payment of any rental until LESSOR delivers possession to
LESSEE. In such event, notwithstanding any other provision herein to the
contrary, this Lease shall actually commence on the date LESSOR delivers
possession to LESSEE and the term hereof shall be extended by the same number
of days as delivery of possession to the LESSEE is delayed.
LESSEE agrees to occupy the premises not later than the commencement
date of the term.
8. UNIFORM RULES AND REGULATIONS: LESSOR shall have the right to
prescribe the uniform rules and regulations for the 1400 BOSTON Office Building
as LESSOR may reasonably deem necessary, advisable and appropriate. A schedule
of rules now in effect is attached hereto. During the term of this lease and
all renewals and extensions thereof, LESSOR shall not revise the rules and
regulations in any manner which would adversely affect the conduct of LESSEE's
business. LESSEE agrees to comply with all the rules and regulations
prescribed by LESSOR. LESSEE shall comply with all governmental laws,
ordinances and regulations applicable to the premises and with any order,
directive or certificate of occupancy issued pursuant to any law, ordinance or
regulations.
9. CASUALTY DAMAGE: If, during the term of this Lease, the building or
premises be destroyed by any cause or means whatsoever, or partially so
destroyed or damaged so as to render the demised premises or the building unfit
for occupancy, then this Lease shall cease and be terminated from the date of
such damage or destruction, and LESSEE shall be obligated to surrender said
premises and all interest therein to said LESSOR, and LESSEE shall pay rent
within this term
LESSOR /s/ LESSEE /s/
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only to the date of destruction, unless, within a period of thirty (30) days
from the occurrence of any such damage to or destruction of the demised
premises, LESSOR shall elect to restore the demised premises to substantially
the condition as existed prior to the occurrence of such casualty and shall
also elect to keep this Lease in force and effect; and in the event that LESSOR
shall give LESSEE written notice of LESSOR's election within such thirty (30)
day period, this Lease shall not terminate, and pending such repair and
restoration of the demised premises by LESSOR (but not thereafter) rent payable
by LESSEE shall abate. If the premises shall not be destroyed or rendered
wholly unfit for occupancy and if LESSOR makes a reasonable effort to effect
the repair of the premises, then for the periods of repairs (but not
thereafter) the rental shall be abated in part in the same proportion that the
premises are rendered unfit for occupancy. This lease and the obligations of
the parties hereunder shall not otherwise be affected, and the rent shall
recommence immediately after the completion of said repairs. If said premises
be so slightly injured as not to be unfit for occupancy and if LESSOR shall
make reasonable efforts to effect the repair of the premises, then the rent
accrued or accruing shall not be abated in whole or in part.
11. TERMINATION: LESSOR shall have the right to terminate this Lease in
the event of bankruptcy, insolvency or receivership of LESSEE or an assignment
by LESSEE for the benefit of the creditors of LESSEE.
12. DEFAULT: Each of the following shall be deemed a default by LESSEE
and a material breach of the Lease;
(a) LESSEE shall fail to make as when due, any monetary payment
required by the terms of this Lease; within ten (10) days following the due
date thereof;
(b) LESSEE shall fail to observe, keep or perform any of the other
terms, covenants and conditions of this Lease, including, without limitation,
the Rules and Regulations referred to in paragraph 8, for a period of ten (10)
days after written notice specifying the default;
(c) LESSEE shall vacate or abandon the premises. Upon the
occurrence of any default hereunder, LESSOR may without notice or demand and
without limiting LESSOR in the exercise of any other remedy available to it at
law or equity;
(d) Terminate this Lease and LESSEE's right of possession of the
premises, enter the premises with or without process of law and recover all
damages to which LESSOR is entitled by law, including without limitation, all
costs of reletting (including repairs, alterations, improvements,
LESSOR /s/ LESSEE /s/
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decorations to the extent such repairs alterations, improvements and
decorations are reasonably necessary to restore the leased premises to as good
condition as exists as of the date of execution of the lease, and legal and
brokerage fees); or
(e) Terminate LESSEE's right of possession of the premises without
terminating this Lease, enter the premises with or without process of law and,
at LESSOR's option, relet the premises on such terms as are acceptable to
LESSOR. LESSOR is entitled from LESSEE to the extent permitted by law to all
costs of reletting as set forth above. If LESSOR fails to relet the premises
or if the rental after reletting is insufficient after payment of all expenses
of reletting, as provided above, to satisfy the payments of rent, additional
rent and all other payments reserved in this Lease for any month, LESSEE shall
pay to LESSOR an amount equal to the rent, additional rent and all other
payments required hereunder or LESSEE shall pay any deficiency if the premises
have been relet. LESSEE shall pay upon demand, all reasonable costs, and
expenses, including attorney's fees incurred by LESSOR in enforcing performance
by LESSEE of all terms, covenants and conditions of this LEASE to be performed
by LESSEE. LESSEE hereby waives the benefit of the exemption laws of Oklahoma
for all debts contracted for rent herein.
13. RENTAL ADJUSTMENTS:
(a) LESSOR has determined as the base cost for operating the
building the amount of $4.31 per net rentable square foot in the building. If
the cost to operate the building during any calendar year in which LESSEE
occupies space in the building shall exceed $4.31 per net rentable square foot,
the LESSEE shall pay, as additional rental, the proportionate share of such
excess computed on the ratio that the rentable square in the demised premises
bears to the total rentable square feet in the building and taking into
consideration the number of months LESSEE occupied the premises, all of which
is expressed in the following formula:
"A" being the net rentable square feet leased by the LESSEE.
"B" being the total net rentable square feet in the building.
"C" being the expenses for the Comparative Year.
"D" being the expenses for the Base Year ($4.31/net rentable
square foot)
"E" being the number of months in the Comparative Year the LESSEE
occupies the Leased Premises.
"F" being the adjusted rental increase for the Comparative Year.
(A/B) x (C-D) x E/12 = F
Notwithstanding the foregoing, in no event shall the amount owed by
LESSEE for such excess operating expenses for any calendar year exceed
an amount equal to one hundred six percent (106%) of LESSEE's
proportionate share of the excess operating expenses for the previous
calendar year.
(b) The term "operating expenses" shall mean all costs of
management, operation and maintenance of the land, the building and other
improvements thereon and appurtenances thereto of which the Leased Premises are
a part, such costs to be consistent with those that have heretofore been
charged and collected by Lessor with respect to the Leased Premises, all
accrued and based on a calendar year period, as determined by generally
accepted accounting principals, including by way
LESSOR /s/ LESSEE /s/
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of illustration but not limitation, real estate and personal property taxes,
assessments and governmental charges, property management fees, utility
charges, sewerage charges, insurance premiums, janitorial and cleaning
services, licenses permits and inspections fees, heating and cooling,
maintenance and repairs, general operation and maintenance costs and expenses,
labor and supplies, excluding however, depreciation, capital expenditures,
costs of building alterations and commissions paid for leasing.
(c) Within sixty (60) days following the close of a calendar year,
LESSEE shall be notified by LESSOR of its calculations for the cost of
operating the building for the calendar year just ended. Such notice shall set
forth: (i) the total rentable square feet for the building and the total
rentable square feet under lease by the LESSEE in the building during the year;
(ii) the cost of operating the building during the year; (iii) the difference
between the cost of operating the building and the base cost of $4.31 per net
rentable square foot; and (iv) the total additional rental owed by LESSEE for
the calendar year just ended.
(d) LESSEE shall pay to LESSOR the full amount of such rental
adjustment within sixty (60) days after receipt of the notice specified above.
(e) Additionally, after receipt of said notice, LESSEE shall be
billed on a monthly basis, an estimated rental adjustment payment in the amount
to be determined by dividing the amount of rental adjustment specified in the
notice by the number of months LESSEE occupied the demised premises during the
year preceding the notice.
If the notice shall be delayed beyond January 1st, the monthly
estimated rental adjustment payments shall be retroactive to January 1st. The
monthly estimated rental adjustments paid shall be credited against the rental
adjustment, if any, shown on the next notice. In the event the next notice
shows that there was no increase in cost for the year, or shows an upward
adjustment which is less than the estimated amount paid by LESSEE, LESSEE will
be given credit on the next accruing monthly rental payment until the
overpayment has been reduced by zero. In the event the next notice shows a
rental adjustment greater than the estimated amount paid for the preceding
year. LESSEE shall pay the deficiency within sixty (60) days after receipt of
the notice.
(f) The procedure set forth herein shall continue for each year
during the term of this Lease. In the event the notice for the last calendar
year of the Lease in which LESSEE occupies the demised premises shows that
LESSEE's estimated rental adjustment payments exceeded the amount of the
adjustment due, LESSOR shall refund to LESSEE the amount overpaid along with
the computation of said amount. In the event the estimated payments did not
equal the amount of rental adjustment due, LESSEE shall pay to LESSOR the
deficiency within sixty (60) days after receipt of the notice. The parties
hereby agree that this provision for payment of adjusted rent shall survive the
termination of this Lease.
LESSOR /s/ LESSEE /s/
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15. HOLDING OVER: If LESSEE remains in possession of the Leased Premises
after the expiration of this Lease, such continued possession may at LESSOR's
option be construed as a tenancy from month-to-month at a monthly rental rate
equal to one and one-half (1 1/2) times the amount of rent to be paid under
paragraphs 3 and 13 of this Lease. In no event shall such tenancy be deemed a
waiver of any of LESSOR's rights hereunder, including all rights of re-entry
and all rights available at law or equity.
16. RIGHT TO SHOW PREMISES: LESSOR may at any time within sixty (60) days
before the expiration of this Lease, upon reasonable notice given to LESSEE,
enter the Leased Premises at all reasonable hours of the day for the purpose of
offering and showing the premises for lease.
17. ASSIGNMENT OR SUBLETTING: LESSEE may not assign this Lease or
sublease the Leased Premises or any part thereof without the written consent of
LESSOR which shall not be unreasonably withheld. In the event of any approved
assignment or sublease, LESSEE shall not be released from any past, present or
future liability arising out of the Lease.
19. CONSTRUCTION OF LEASE: The terms and provisions of this Lease shall
be construed in accordance with the internal laws of the State of Oklahoma.
20. MODIFICATIONS: No modifications of any of the terms and conditions of
this Lease shall be effective unless reduced to writing and executed by the
parties hereto. No such modification shall be made without the consent of
LESSOR's first mortgagee.
21. EMINENT DOMAIN: If all of the Leased Premises or such portion thereof
as shall prevent LESSEE from using the Leased Premises for the purposes
contemplated by this Lease, be taken by virtue of eminent domain, or
transferred by agreement in connection with such public or quasipublic
LESSOR /s/ LESSEE /s/
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use with or without condemnation action or proceeding being instituted, this
Lease shall terminate on the date wherein title vests pursuant to such taking
and a rent and any additional rents shall be apportioned as of said date and
any rent paid for any period beyond said date shall be repaid to LESSEE.
LESSEE shall not be entitled to any part of any award or any payment in lieu
thereof for a taking of any or all of the Leased Premises, but LESSEE may file
a claim for any taking of fixtures and improvements owned by LESSEE and for
LESSEE's moving expense.
In the event of the taking of a portion of the building by
virtue of eminent domain, LESSOR may, at LESSOR's option, terminate this Lease
in the manner set forth in the preceding paragraph.
22. FORCE MAJEURE: Neither LESSOR nor LESSEE shall be deemed to be in
default with respect to any of the terms, covenants and conditions of this
Lease to be performed by LESSOR or LESSEE, as the case may be, for failure to
perform or delay caused in whole or in part by any strike, lockout, labor
trouble (legal or illegal), civil disorder, inability to procure materials,
failure of power, restrictive governmental laws and regulations, riots,
insurrections, wars, casualties, Acts of God, or any other cause beyond
LESSOR's reasonable control.
23. NOTICES: Each provision of this Lease, or any applicable governmental
laws, ordinances, regulations, and other requirements with reference to the
delivery of any notice or to the making of any payment by LESSEE to LESSOR,
shall be deemed to be complied with when and if the following steps are taken:
(a) All rent and other payments required to be made by
LESSEE to LESSOR hereunder shall be payable to LESSOR at the address
hereinbelow set forth, or at such other address as LESSOR may specify from time
to time by written notice delivered in accordance herewith.
(b) Any notice or document required to be delivered
hereunder shall be deemed to be delivered, whether actually received or not,
when deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt request, addressed to the parties hereto at the
respective addresses set out below, or at such other address as they have
theretofore specified by written notice:
LESSOR: LESSEE:
Group Health Service of Oklahoma, Inc. CONTINENTAL NATURAL GAS
c/o Tooman Collins Associates, Inc. 1412 SOUTH BOSTON
P. O. Box 521090 SUITE 500
Tulsa, Oklahoma 74152-1090 TULSA, OK 74119
24. ENTIRE AGREEMENT: This Lease sets forth the entire agreement between
the parties and no amendment or modifications of this Lease shall be binding or
valid unless expressed in writing and executed by both parties hereto.
25. ESTOPPEL CERTIFICATE: LESSEE will, upon not less than twenty (20)
days prior request by LESSOR, execute, acknowledge, and deliver to LESSOR a
statement executed by LESSEE certifying that this Lease is unmodified and in
full effect (or, if there have been modifications, that this Lease is in full
effect as modified, and setting forth such modifications) and the dates to
which the rent has been paid, and either stating that to the knowledge of the
signer of such certificate no default exists hereunder or specifying each such
default of which the signer may have knowledge; it being intended that any such
statement may be relied upon by any prospective purchaser or mortgagee of the
building.
LESSOR /s/ LESSEE /s/
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26. INSURANCE: LESSEE, at LESSEE's cost and expense, shall maintain
comprehensive general liability insurance insuring LESSOR and LESSEE against
any and all claims of liability for injury or damage to persons or property or
for the loss of life or of property occurring upon, in or about the Leased
Premises, and the public portions of the building caused by or resulting from
any act or omission (in whole or in part) of LESSEE, its employees, agents,
servants, invitees or guest; such insurance to afford minimum protection during
the term of this Lease, in which the limits of public liability shall not be
less than $500,000 per person and $1,000,000 per accident, and in which the
limits of property damage liability shall not be less than $100,000. All such
insurance shall be effected under valid and enforceable policies shall be
insured by insurers of recognized responsibility; and shall contain a provision
whereby the insurer agrees not to cancel the insurance without ten (10) days
prior written notice to LESSOR. LESSEE shall furnish LESSOR with certificates
evidencing the aforesaid insurance coverage and renewal policies or
certificates therefore shall be furnished to LESSOR at least thirty (30) days
prior to the expiration date of each policy for which a certificate was
theretofore furnished. If LESSEE fails to provide such policies, LESSOR may do
so at LESSEE's expense.
27. SUBORDINATION: This Lease and all rights of LESSEE hereunder are
subordinate (i) to the first mortgage or deed of trust, which does now or may
hereafter affect the building and (ii) to all increases, renewals,
modifications, consolidations, replacements and extensions of any such mortgage
or deed of trust. This provision is hereby declared by LESSOR and LESSEE to be
self-operative and no further instrument shall be required to effect such
subordination. LESSEE shall, however, upon demand at any time execute,
acknowledge and deliver to LESSOR and all instruments and certificates
necessary or proper to more effectively subordinate this Lease and all rights
of LESSEE hereunder to all such mortgage or deed of trust or to confirm or
evidence such subordination. If LESSEE shall fail to execute, acknowledge, and
deliver any such subordination agreement or certificate, LESSOR may, as the
agent and attorney in fact of LESSEE, execute, acknowledge, and deliver the
same LESSEE hereby irrevocably appoints LESSOR LESSEE's agent and attorney in
fact for such purposes. Such power of attorney shall not terminate on
disability of the principal. LESSEE covenants and agrees, in the event any
proceedings are brought for the foreclosure of any such mortgage or if the
building be sold pursuant to any such deed of trust, to attorn to the purchaser
upon any such foreclosure sale or trustee's sale if so requested by such
purchaser and to recognize such purchaser as the LESSOR under this Lease.
LESSEE shall execute, acknowledge and deliver at any time, upon the request of
LESSOR or any holder(s) of any of the mortgages or deeds of trust referred to
herein any instrument or certificate which, in the sole judgement of LESSOR or
of such holder(s), may be appropriate in any such foreclosure proceeding or
otherwise to evidence such attornment. LESSEE hereby irrevocably appoints
LESSOR and the holders of the aforesaid mortgages and/or deeds of trust jointly
and severally the agent and attorney in fact of LESSEE to execute and deliver
for LESSEE any such instrument or certificate. Such power of attorney shall
not terminate on disability of the principal. This Lease and all rights of
LESSEE hereunder are further subordinate to (i) all around or underlying leases
covering the land and/or building or any part thereof in existence at the date
hereof and to any and all supplement, modifications, and extensions thereof
heretofore and hereafter made, (ii) all applicable governmental ordinances
relating to easements, franchises, and other interests or rights appurtenant to
the building or any of the land, and (iii) all utility easements and
agreements. Notwithstanding the foregoing, however, the holder of any such
mortgage of deed of trust shall have the right to subordinate such mortgage or
deed of trust to this Lease on such terms and subject to such conditions as
such holder
LESSOR /s/ LESSEE /s/
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shall deem appropriate in its discretion, and LESSEE shall execute any
instruments necessary to evidence such subordination.
28. SUBROGATION PROVISION: Provided that this waiver of liability is
permitted by LESSOR's and LESSEE's respective policies of insurance and does
not limit or impair their respective ability to collect the proceeds of their
respective policies, LESSOR and LESSEE hereby each waive as against the other
any and all claims and demands of whatsoever nature for damages, loss or injury
to the other's property in, upon or about the premises or the building.
29. BROKERAGE: LESSEE warrants that it has dealt with no broker, agent or
other person in connection with the negotiation or execution of this Lease and
that no broker, agent or other person performed any services in connection with
this Lease other than Tooman Collins Associates, Inc. whose commission shall be
paid by LESSOR under a separate agreement. LESSEE shall indemnify and hold
LESSOR harmless from and against any claims by any other broker, agent or other
person for compensation by virtue of having dealt with LESSEE with regard to
this leasing transaction. The provisions of this paragraph shall survive the
expiration or earlier termination of this Lease.
30. SPECIAL PROVISIONS: LESSEE shall have one (1) two (2) year option to
renew this Lease at then current market rates. Tenant will notify Landlord of
intention to renew, in writing, at least 120 days prior to end of term. Lessee
shall have the right of first refusal on the remainder of the fifth floor.
Tenant shall have three (3) days after receipt of notice to respond to notice.
Lessee shall have twenty-five (25) spaces in the parking garage. Tenant can
keep covered space, which are currently assigned to them.
NO failure by LESSOR to insist on strict performance of any terms of
this Lease or exercising any right, power, or remedy in connection therewith,
and no acceptance of full or partial rent or other payment during the
continuance of any such breach shall constitute a waiver of any such breach or
such Lease Term.
This Lease shall be binding on the heirs, executors, administrators,
successors, and assigns of the parties hereto.
LESSOR: LESSEE:
GROUP HEALTH SERVICE CONTINENTAL NATURAL GAS INC.
OF OKLAHOMA, INC.
By: /s/ By: /s/
----------------------------------- ------------------------------
Title: President/CEO Title: Vice President
LESSOR /s/ LESSEE /s/
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