Fill and Sign the Lease and Easement Agreement Form

Page 1 of 4 LEASE AND EASEMENT AGREEMENT, ESTOPPEL CERTIFICATE AND AGREEMENT (For signature by the Lessor and the Lessee’s Lender) This Lease and Easement Agreement, Estoppel Certificate, and Agreement (the “Agreement”) is dated _____. It is between _____, whose address is _____ (the “Lessor”), and _____ , whose address is _____ (the “Lender”). A. Lessor and _____ (together with its successors and assigns, the “Lessee”), are parties to an Underground Gas Storage Lease Agreement dated _____ (as amended, modified and in effect from time to time, the “Lease”), under which Lessor granted to Le ssee the right to inject and store natural gas in and withdraw and remove natural gas from the _____ zones underlying the surface of the lands in _____ County, _____, more particularly described on Exhibit “A” attached to and made a part of this Agreement (the “Property”). B. A Memorandum of Underground Gas Storage Lease Agreement was recorded on _____, in the _____ Records of _____ County, _____, in Book _____, page _____. C. Lessor and Lessee are also parties to an Easement Agreement dated _____ (as amended, modified and in effect from time to time, the “Easement Agreement” ), under which Lessor granted to Lessee certain easements with respect to the Property. D. Lender and Lessee intend to enter into a Credit Agreement providing for loans and extensions of credit by the Lenders to the Lessee (as amended, modified, restated, rearranged, or substituted or otherwise in effect from time to time, the “Credit Agreement”). E. Lessee has agreed to execute and deliver to _____, as Trustee (the “Trustee”) for the benefit of the Lender, as Beneficiary and as agent for the Lenders, a Deed of T rust, Security Agreement, Assignment of Revenues and Contracts and Fixture Filing (together with any amendment, modifications and including any similar account or instrument securing indebtedness of Lessee, the “Deed of Trust”) to secure its obligations under the Credit Agreement and pursuant to which the Lessee will grant a lien on and convey to the Lender for the benefit of the Lenders, all of the Lessee's right title and interest in and to the Lease and Easement Agreement and the leasehold and easement estates in the Property created by them. For valuable consideration, the receipt of which is acknowledged, the Parties agree as follows: 1. Lessor consents to the execution by the Lessee and delivery to the Trustee for the benefit of the Lender the Deed of Trust and agrees and acknowledges that the execution, delivery, and performance of the Deed of Trust by the Lessee will not constitute a defa ult under the Lease or Easement Agreement, and that all of the terms and provisions of the Lease and Easement Agreement shall remain in full force and effect. 2. Lessor shall promptly deliver to the Lender a copy of each notice, demand, request, or other communication sent to the Lessee under the Lease or the Easeme nt Agreement, Page 2 of 4 and agrees that any notice to the Lessee of any default or intention by the Lessor to terminate the Lease or Easement Agreement shall not be effective against the Lender unless Le ssor shall have given to the Lender notice of the default or termination. Any notice, demand, request or other communication (a “Notice”) to the Lender shall be in writing, shall be addressed t o the Lender at its address set forth above and shall be deemed given or made on the third business day following its deposit in the mail, postage prepaid. The Lender may by notice to the Lessor, change the address to which Notices, demands, requests, or other communication shall be given. 3. Lessor shall not exercise any right, power, or remedy under the Lease or Easement Agreement and under no circumstances shall the Lessor terminate the Le ase or Easement Agreement, if: (i) in the event of a default in the payment of rent or ot her sum due under the Lease or Easement Agreement, the Lender pays or causes to be paid the re nt or other sum within 30 days after receipt of notice from the Lessor; or, (ii) in the event of any default other than the payment of rent or other sum due under the Lease or Easement Agreement, the Lender shall cure or cause to be cured the default within 60 days after receipt of noti ce from the Landlord or, if the default is not susceptible of being cured within 60 days, the Lender has commenced steps necessary to cure the default and is proceeding diligently to cure the default. 4. If the Lease and/or Easement Agreement and Lessee's leasehold and/or easement interest in the Property is sold, assigned or transferred to the Lender pursuant to the e xercise of any right, power or remedy reserved to the Lender under the Credit Agreement or the Deed of Trust, the Lender shall have the right to assign the Lease and/or Easement Agreement , without the Lessor's consent and on an assignment the Lender shall be released from the performanc e of all obligations of the Lessee under the Lease and/or Easement Agreement, as appli cable. Notwithstanding any of the foregoing sales, assignments, and/or transfers, Lessee shall continue to remain liable for the performance of all obligations of the Lessee under the Lea se and Easement Agreement. 5. If the Lease and/or Easement Agreement is terminated for any reason, other than a termination by reason of Lender’s failure to cure a default which is susceptible of being cured pursuant to Section 3. above, the Lessor shall, on the request of the Lender, immediately recognize the Lender or its nominee, purchaser, assignee, or transferee as the Lessee unde r the Lease for the remainder of the term of the Lease and the Grantee under the Easem ent Agreement for the remainder of the term of the Easement Agreement, but provided Lender or its nom inee, purchaser, assignee, or transferee has received all required approvals from the _____, and, in that event, the Lender or its nominee, purchaser, assignee, or transferee shall be automa tically substituted as the Lessee under the Lease and/or Grantee under the Easement Agreem ent, as the case may be. 6. Lessor shall not consent to any modifications or amendments of the Lease or Easement Agreement without the consent of the Lender. 7. Lessor certifies as of the date of this Agreement, and thereafter, in accordance with Section 9. of this Agreement, that: (i) the Lease and Easement Agreement a re currently in full force and effect and have not been modified, amended or revoked; and, (ii) no default, or Page 3 of 4 event which with the giving of Notice or the passage of time, or both, would constitute a default under the Lease and/or Easement Agreement has occurred and is continuing. 8. Lessor shall, on execution of this Agreement, return this Agreement to the following address: 9. Lessee and/or Lender shall have the right from time to time following Lessor’s execution and return of this Agreement, in accordance with the terms of this Secti on 9., to deliver to Lessor, in accordance with Section 12. of this Agreement, a written request (“Written Request”) that Lessor confirm to Lender, in writing, the certifications contained i n Section 7. above, or, alternatively, inform Lender of any exceptions that have arisen with respect to the certifications contained in Section 7. above. Should Lessor fail to respond within ten (10) days of its receipt of the Written Request, Lessor: (i) shall be deemed to have ma de the certifications contained in Section 7. of this Agreement as of the date of the Written Request; and, (ii) shall be estopped from claiming that any default or breach has occurred under the Lease or Easem ent Agreement on or prior to the date of the Written Request. 10. Lessor agrees to execute, within thirty (30) days of Lessee’s request, an agreement in the form of this Agreement, in favor of any successor lender(s), including any lender(s) providing refinancing of the loans evidenced by and/or made pursuant to the Credit Agreement. 11. The terms of this Agreement shall be deemed to modify the Lease and Easem ent Agreement, notwithstanding: (i) the refinancing of the loans evidenced by and/or made pursuant to the Credit Agreement; or, (ii) if, following the termination of the Credit Agreem ent, there otherwise exists a deed of trust encumbering Lessee’s interest in the Lease or Easem ent Agreement, in either of which case (i) or (ii), this Agreement shall, at Lessee’s opti on, continue to operate in favor of the new lender; or, (iii) there being no deed of trust encumbering Le ssee’s interest in the Lease and Easement Agreement, in which case, any references to “Lender,” shall be deemed to refer to Lessee. To the extent that there are any inconsistencie s between this Agreement and the Lease and/or Easement Agreement, the terms of this Agreement shal l prevail and govern. 12. All notices, demands, requests, or other communications to be sent by one party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of the same in person to the intended addressee, or by depositing the same with Federal Express or another reputable private courier service for ne xt business day delivery, or by depositing the same in the United States mail, postage prepai d, registered or certified mail, return receipt requested, in any event addressed to the intended addressee as set out in this Agreement, or at such other address as may be designated by such party. All notices, demands, and requests shall be effective on the personal delivery, or one (1) business day after being deposited with the private courier service, or three (3) business days after being deposited in the United States mail as required above. 13. This Agreement may not be altered, modified, changed, or amended, except by an instrument in writing signed by the party to be charged. Page 4 of 4 14. This Agreement may be executed in counterparts each of which when so executed shall constitute an original. 15. This Agreement shall bind and inure to the benefit of the parties to it and the ir respective successors and assigns, and shall include any future lender of Lessee to the ext ent the indebtedness of Lessee is secured by a Deed of Trust. The parties have entered into this Agreement as of the day and year first above written. Lessor Lender (Acknowledgments) (Exhibit “A”: Description of the “Property”)