TRACK LEASE AND OPERATING AGREEMENT

OKLAHOMA CITY---SAPULPA RAIL LINE

JUNE 19, 1998

STILLWATER CENI'RAL RAILROAD INC.

TRACK LEASE AND OPERATING AGREEMENT

(OKLAHOMA CITY -5APULP A RAIL LINE)

TInS TRACK !,..EASE AND OPERATmO AGREEMENT r'Aa!"et:meru:") dated as of DI1cr~'1~f1t' ~ ''3 . 1998("'ComroenccmcD.le), byandbctweentheSTATEOFOKLAHO,'.{A,

acUni through its &dministrative agency, OKLAHOMA DEPARTMENT OF lRANSPORT AnON

("STATE",). aDd SOl.l11l KANSAS &: OKLAHOMA RAILROAD, I Kansas COI'JIOClItion

r'RAlLROAD",).

RECITALS

A. STATE has acquiml • certain liDe of railroad, hereinafter described, in the State of

Okl&boma, fra:n the Burlington Nortbero Santa Fe Railway Company r'BNSI"") aDd berdly leases;

said line to RAILROAD for RAILROAD's occupation, use, management, operation, mainter.ance

aDd rehabiliwion UDkI' the tenns aDd cotId..itions saIisfadory to STATE m:1 RAILROAD &$

hereinafter defined.

B. RAILROAD desires tooccupy, \ISle, manage. maintain and rehabilitate said p!Dpenies

conditiOIU of this ~.

C. In consideration of ~ foregoiDa; and other good aDd valuable COIISideration,

intendinil to be legally bound, the parties hereto enter into this Aar==nt 5CtIin& forth the teIm$ and

conditions for RAILROAD', occupation, use, management, operation, maintenance and

rehabilitation of the aforesaid line of railroad.

SECTION ONE

LEASED PROPERTIES

Section 101 Upon the Commencement Date, STATE agrees 10 leI and demise to

RAILROAD the Oklahoma City-Sapulpa Rail Line ("Leased Properties·), between Milepost 536.4

in Oklahoma City, Oklahoma, and Milepos1438.9 in Sapulpa, Oklahoma, consisting of all track

structures and noccssary rights-of-way and all appuneoances th=f and including but not

necessarily limited to rail and fastenings, switches and frogs, ties, ballast, roadbed, embankment,

other sttootures or things nc:cessary for support of and entering into construction and operations

thereof, hereinafter called ''track.''

Section I 02 . The Leased Properties shall inelude the property and line of railroad

comprising the Oklahoma City-Sapulpa Rail Line acquired by STATE pur$Uant 10 an Agreement

for Sale of Certain Assets, Rights and Obligations beN=n STATE and BNSF dated February 12,

1998, a copy of which is attached b=to as EJ\:bjbit A (the "Sale Agr=nenI'), and pursuant to a Rail

Corridor Real Estate D

SECTION TWO

U;ASETERM

Section 2 QI Unless this Agreemenl is terminated earlier in accordanoe with Section 13

hereof, RAILROAD sbaII ba~ and. hold 1lle Leased Properties UllIO itseU; its S1'CC""'''! and. =igns

for • 1= beginnina oa 1lle Commencement Date hereof and extcndina throuab July I, :roD

iInitial Term").

Section 2,02. This Agrttmenl shall be renewable for successive terms of five (5) years

SIlbsequent 10 the Initial Tenn, if RAILROAD notifies STATE of its desire 10 renew IlOl less than

_(9) IDODIhs prior 10 1lle end of!be Initial Term IIld eac:b $I...........J'ing term, and STATE does 001

Rjca the ootiee with thirty (30) days after m:cipl. I>u:ini!be Ihrtt (3) DlOllth period imm ..... iately

foUowing expirnlion of the thirty (30) day .qection period, STATE shall DCgotiate exclusively with

RAILROAD to establish contractual arrangements for each such subsequent lenn. [fSTATE and

RAILROAD are unable 10 reach md mlCr into a new 'iIeune.>t during said Ihrtt (3) month period,

STATE may, at its sole Op!ioa, sed. agtta"Cid with 0I.bI:rs, incJudina RAILROAD, for lease or sale

of Ihe Leav

SECTION THREE

LEASE RENTAL

SectioD 3 01 Beginning OD the Commencement Date, RAILROAD agren to pay =t to

STATE fur the: use of the: Leased Properties at the rate of tm pert:eDt (10%) of gro$$ revenues

&eoemed from rail operatiom (both tmgbl ar!d passecger) on the L .... sed Ptopertie$ or deri-'

directly from other U5e$ of the: Leased Ptopc:.ti.e:s not requirinj: a Iel.oled imeslUltnt by RAILROAD.

"Oross Ievenuc$" for this purpose sludl includc, without limitation, passenger fares, freight

allowances, CUSIOmer switehing c/wges, demurrage (lICI. of car-1W"e expenses), property 1=

income,. car storage inc:ome, and charges for late payment by customers. Rent shall be calcu]aled

mnually in acconiance with acneral.ly IICCeJlUd KCOWlting principles and conftnned in

RAILROAD'. annual report. Rent shall be considered delinquent ifno! paid within thirty (30) days

ofthc date payment is due to the STATE. !f RAlLROAD fail. 10 pay any installment of rent and

such payment shall become delinquent, and such delinquency continues for tenOO) days, simple

inr.e=t

SECTION FOUR

RAIL SERVICE

Section 401. Beginning on or before June 26, 1'}98 , and throughout the term of this

A~t, RAILROAD agrees to operate rail freight service on the Leased Propertio::; th= (3) da~

per week, or more as necessary to accommodate the reasonable needs of its customers consistent

with prudent business practices in the railroad industry. RAILROAD shall operate all rail freight

service with its Own employees and with its 0"'11 or leased locomotives and other equipment, unless

otherwise agreed to in writing: by STATE.

Section 4 02. RAILROAD may DOt commence rail open.tions on the Leased Propmics until

it has obtained authority to operate as described in Section 17.01. If RAILROAD does not

COmmence freight operations by December J I, I '}98, then RAILROAD sh.all pay BNSF the amounts

specified in Section I(bX2XA) ofthc Sale Agreement

Section 4 03 It is the intent ofthc panics hereto that RAlLROAD shall exercise its best

efforts to provide competitive interline rail freight service on the Leased Properties. In that regard,

RAILROAD agrees to establish appropriate tariff and service arrangements applicable to all

customClS and colOJIl(l(!ities via any and all connecting carriers, except as may be limited by Section

2(aX7) of the Sale Agreement.

Section 4 04. RAILROAD agrees tQ use reasonable efforts to develop, together with local

government, civic and nonprofit groups, passenger excW"Sion train service between Oldahoma City

and Sapulpa, provided that such excur.;ion service shall not mm:asonably intetfere with rail freight

service. RAILROAD shall make sufficient equipment at reasonable rates available forpa.ssenger

excursion train service.

,

SectiQn 4 OS. TQ beuer scm: ~ served by the Leased Pmpcrties, RAILROAD as=s

to base the ngional beadq~ for the operation of rail properties owned by ST A IE by

RAILROAD and its 0k.Iab0ma affi!j"t' in Stil/waIa', and 10 base the Gmen!l MaMie., Passenger

SelVice Manaa;er and a crew for the Leased Propaties in Oklahoma City.

SECTION FIVE

PASSENGERSERVJCI

$q:tjQn S OJ. RAILROAD ICknow!edges lhatone of the goals Qfthe STATE', acquisition

Qfthe Leased Properties is to allow for the establishment of resuJar &rid continuing passenger service

for the public, and RAILROAD ag=:s to wopet:ale fully with STATE's elforu to estabtish$UCh

~.

SectiQn S 02 STATE may II any limede1lignate RAILROAD, a state agency or authority,

or any other Qperator ("Regular Semee Passenger Operator") to provide such service Qver all or

part Qf the Leased Ptopt:rties, and may estabfuh stations therefor at sueb locations as STATE

determines.

$ecljM j OJ. RAILROAD shall enter into an agreemenl with Regular Service Passenger

Ope.aIOi govemiog the terms and conditions, inclOOina wwpensarion, Qf such u.se. The provWoos

shall no! be: ino;onsiStenl with the 1eJ1DS oflhis Agreement. The provisions of the agreement shall

be subject to theconsenl of STATE. [n lIN: evenl thai RAILROAD and Regular Service Passenger

Operatorcanoot a&Jft Qn any provisions Qfthe agreement between them, then the dispute will be

,ereued 10 STATE which sball, in its soLe di5attion, cmblish the appropriate provision. Payments

•

for use of the Leasnl Properties for passenger service under tIW Section shall accrue to RAILROAD,

and will constitute gross revenues under Section 3.01.

Sa;tion 5 04. Regular Service Passenger Opennor shall ag= to assume all of the obligations

of a Passenger Operator under the Sale Agreement with respect to its oporations.

SECTION SIX

RIGHTS OF RAILROAD

Section 601. Subje

I

I

structure in the interest of cost and/or operating efficiency, provided thai a continoo\lil and useful

transportation fac:ility is maintrined. Proc:eeds from any salvaged ~ $haU be paid to STATE

together with Ihe next azmua1 mlW pl:ymeot paid under Seo;tioo. 3.02, or suclIlater date as the

STATE may aa:- to in writing, if not used by RAIT.ROAD for purdwe of rrweriaJ in support of

maintecance Or rehabilitation oftbe Leased Properties. The cost of any improvements 10 the Leased

PtOpC,ties made by RAILROAD with RAILROAD's 0"11 fimds and which improvements have br:en

~ifically autborized, in advance and in writing by STATE. $hall be cmIitcd to RAILROAD's

rmta.l account Upon completion, su.;h improvement$ shlll thm:upon b«ome the property of

STATE. 0Iher improvements made by RAILROAD 10 tho right-of-way, track and related stIUCtlIteS

as pan of any rehabilitation project or through oonnal maioteo.anee, wMther treated .I!I capital

~nm:s 01" ~ expenses under STB accountina rules, shall also become the property of

the STATE.

SECflON SEVEN

CONSTRUCTION AND MAINTENANCE

SectjM 7 QJ RAILROAD shall be responsible for the completion afany pending public

worb projCQS at the time RAILROAD oommenoes ra.i.l operatiollS in accordan

hereof; and (li) from January I, 1999 through the tennination of this Agreement, in at least FedtnLI

Railroad Administration ("FRA ") Clau 2 eoodition.

Won 7 03. STATE may fimdanyllpilalcofthc f..QXIC] Proputies 10 ahip FRA Class

than that set forth in Section 7.02. In such eveD!, RAILROAD shall maintain the Leased Properties

in such roper FRA Clau fiOID !be completion of the upPade through the termination of this

Agm:menl

Section 7 04 Within ninety (90) days after the Commencement Date and each $IlCC~ve

IIIIIl.Oll anni\'a"$&Jy thcftof; RAlLROAD shall ~ and submit for STATE's approval • detailed

maintenance program covmna RAILROAD's maintMinas as Deeded. CompliaDoe with !be maintenance program by RAILROAD

shall not supersede RAILROAD's independent obligations under Section 7.02.

Smion 7 05. Alleast dnoe ~ ofway personnel sball be based in Oklahoma City

or such other locatioo as STATE IllI)' approve, with appropriate trIining, qualifications, equipment

and IwId tools 10 perfonn efficient trad.: and bridge irupection and maintenance of the Leased

PlOperties, such equipmenllO include a by..mJ boom truck, back hoe and pup wnper. RAILROAD

•

•

acknowledges that if the Leased Properties are upgraded under Section 7.03, that additional

equipment will need to be provided by RAILROAD.

$s;qjgo 7.06 If STATE and RAILROAD disa&Jeo:: conc:eming the condition of the Leased

Properties or any detmniDation by RAILROAD of the appropriate level of main'co1,"«, it is agrt:ed

by and be~en the parties that an inspection by a qualified representative of the FRA shall be

arranged and such ~talivc sha1I iDspec:t those sejII1C1lt:I or portiom of tnd: in dispurc and his

findings in this reaard shaU be binding upon the pMies.

So;tjon 7 Q7 The parties shall, at least once annually, jointly inspect the Leased Properties

to determine whether they have been maintained in accordance with this Agrttment.

Sq;tjoo 7 08. NOIhing b=in $hall JRcludc RAILROAD, at its SQJe COS! and expense, from

maiotainina the LeMCd Properties to • standard higher th.o the minimum hereiD stipulated.

SECTION EIGHT

INDUSTRIAL SPUR CONSTRUCTION AND MATho'TtNANCE

Sect jon 8 QJ Subject to the provision> ofSectionS.02 hereof, the costs of materials and

constroction for new industrial 5pUr1 .lball be borne: by the industry" or industries involved. That

portion of any $UCh $pUr wbicb is located upon the Leased Properties sbaJl become the ptopaty of

the STATE. Plans and specifications forany!leW industrial spur shall be approved by STATE prior

to the bcSinnina: of construction.

SediM 8 02 At RAILROAD's option, an indU$try may t!lCO\"er material and coostrucIiOIl

costs for Ibat portion of a spwlocaled upon the Leased PToperties pursuanllO an AgrttmeIlI with

RAILROAD providing fur such cost =very based upon I m..te of a =nable pc=ntage of rail

"

freighl ~ over. period IIOl to exceed five (S) yean. In calculating the rem d....: each year,

RAILROAD may dedUC! any amoWlts so refunded from illl revenues for such period.

SECfIONNlNt

COl'oTROL OF RAIL OPERATIONS

Section 901. RAILROAD shaJl have management and control of the open.tiOD and

maintenance of the Leased PropcrIies and shall oonlrOl the lIdmission and ell;t ofengines and trains

and the movement of the iIaIIle Ihereover. Cal$, trains and employees, while on the Leased

Properties, shall be subjec1 10 the roles. timetables, reiUlations and orden of RAILROAD then in

effecl. All openW"i pet10MeI o(RAlLROAD, prior 10 opmuing any locomotive or ()(ber IraCI<

IDOIIOted equipment, shall be qualified in accordance with applicable FRA rol~ and regulations.

SWion 9 02. An roles, timetables, regulationll and orders governing opc:rations on and along

the Leased Properties shall be promulgated by RAILROAD from time to timc:, and shall be fair,

reasonable, unifonn and in

with BNSF govmting the retained trackage rights, provided thaI if no such agreement is enteRd into,

the provisions of Section 1(b)(2)(C) of the Sale Agreement "ill govern.such trackage rights. BNSF

has also retained the right to use tracks in the vicinity of Midwest City und

Stale ofOldaboma or autbori=IlO i$suc policies dfecti..., in die Slate of Oklahoma or sball be

issued through Lloyd's of London. STATE $ball be iWIlCd IS an additional insumI UDder all such

policies. CertifiCllCS ofinsurant:e sbaJl be deli...,~ 10 STATE as proof of compliance with this

paragraph. The certifiCllCS shall provide that they sbaJl not be terminated, canceled or materially

modified without ten (10) days' written notice 10 STATE.

Section J 0 02. RAILROAD ag=s, and shall require all persoM entering upon or petfonnina:

work on the Leased PIOp:tties under lillY ~CIII with RAILROAD (iDc1udini my other raiJroads

allo'-'lled on the Leased properties IIDder Seo:tion 9JIS) ("COOtraclOr!) 10 agree 10 bold harmless md

indemnify STA IE, its officers, agents, :servaDts IIIId employees from and against any liability. 10$$,

claim or eitpCDSC for bodily injury or death 10 ~y per30IIS o. dam.oge 10 any property (iDcludina;

property of or under the control ofSTA TE) arising out o£illlY act of omWion "f such contraclor on

or in connection with the Leased Properties., irrespective of the fault, failw-e or negligmct! (other than

$Ole nqligcrn:e) of STATE. RAILROAD sllall also require any such persan 10 secw-e and maintain

in effect at all times during the perfOlllUlDU or such work on the Leased PlOperties I. conttat:nlal

liability insurance policy insuring such person aplnst liability under this Section 10.02.

RAILROAD shall provide 10 STATE I. copy of all such policies or certificates of such insuraou

-""""'-WO!! 1003. RAILROAD shall bold hannless and indemnify STATE, its offioen, il&Cllts,

servants, and employees, against any liability, 10", claim or expense ST ATE incurs under Scenon

6 of the Sale Agreement thai relates 10 or arises out of the 6i;ts O. omissiOIl5 of RAILROAD as the

Freiabl Opemor aodIor Passenger Operator themmder.

"

ScctiQU 10 04. RAILROAD shall hold hannlm and indemnify ST A"IE, il!! officers, agents,

llefVants, IDd employees, against any liability, 1(1SS, clain:t or expense for damaae ro property

(including property of or WIder control of RAILROAD or ST A TEl Or for personal injury or death

if such property damage, per$(lnal injury Or death shall arise out of any act of omission of

RAILROAD in its performaru:e of il!! righI!!, responsibiliries and duties under !his Agr=nent, or of

the rights, responsibilities and duties of the F mghr and l'a$$cng

ofSTA TE to BNSF under the Sale AgreemenI and the Donation A&>",ment thai would result from

such releases. In the evenlany hazardous substance or wa.$le release 0CCIIr$ during RAILROAD·s

occupation of the lA:ased Properties, RAILROAD shall be solely responsible for aU contamination

cleanup and dispooaI COStS tNt IIlI.Y be incumd as a ~I of $lid relea.'je. RAILROAD shall =, a!ld maintain in effect It 111 times during the term of the A&r=nc=nl, public liability insurance

policies whicb shal.I provide coverage of not less than $5,000,000 for injury or death of one or more

persons in any hazardous substance Or waste rele&$e, and for property damage, including but not

limited to the 005U of testina: for monilOring, RlnOval, eontainment, neatment. decolCification or

neutralizMion of OOIlwnin .... d materials. ST A"It: shall be named as an additional illSUl"ed under all

such policies. Certificates of insurance sha1I be delivered 10 STATE as proof of compliance with

the terms of t/W; provision within thirty (30) days after the effective date of this Agreement. The

certificates shall provide that the policies of insurance shall not be Ierminated. cancc:led or otherwise

materillly modified wilbouilininimwn often (10) days' written notice 10 the STATE.

SECTION ELEVEN

EASEMENTS, LEASES AND LICENSES

SectjQD I I PI Effective upon the C

the Leased Properties by third parties on appropriate local fair market valli« and shall a:;.scss them

in a consisrcnt, IlO

Asbitratioo Association in Oklahoma City. Each party hereto shaJl bear its Own legal fees, costs and

expenses, including without limitation, the cost of its expert wittles.scs. The fees and expenses of

any mediator incurred in performing the duties hereunder shall be shared equally by said parties.

SECTION THIRTEEN

EVENTS OF DEFAULT

Sq;t.jOD ! 3 01. The following shall be Events of Default:

(a) Failure by RAILROAD to make payments of rent when due, and such failure

continues for thirty (30) days following written demand therefor.

(b) The filing ofa petition for bankruptcy, reorganization or arrangement of RAILROAD

pursuant to the Bankruptcy Reform Act or any similar proceeding, and such petition

is not dismissed within thirty (30) days.

(c) Either party breaches any provision of the Agreement and fails to act to cure such

breach within ninety (90) days after written notice of such breach from the other

""'" . (d) Upon the expiration of ninety (90) days' written notice that either party has been

prevented from fulfilling its obligations under this Agreement as a result of

legislative, judicial or other governmental action.

"

SECTION FOURTEEN

TERMINATION

Section J 4 OJ. This Agreement shallt=ina1c upon tile ClCaIrreIII;e of the following:

(a) Upon tile expiration oCtile Initial or any reoewaIlCnD .... ithout ~ renewal having

bc

written notice to RAILROAD specifying such Event of Default and that this Agreement has

terminated. RAILROAD hereby expressly waives, so far as permitted by law, the service of any

notice of intention to enter Or re-enter provided for in any statute, Or of the institution of legal

PJ"'C""'dings to that end., and RAILROAD hcreby waives any and all rights of redemption or ~

or repossession there may be WIder law which arises out of this Agreement and the enfo=ment of

the provisions hereof by STATE. The terms "enter," "re-enter," "entry," and "..,~try" lIS llS"d in

this Agreement are not restricted to their te

SEcnON FIFTEEN

AUDITS

Secljon !5 0 1 RAILROAD uoderstaods and agrees that its financial and olber records

pertaining to RAILROAD's use. m.ana&emeD! and occupatioIl of!be Leased P,operties ~ $Ubjec1

to Swe ancVor Federal wdil and \hal all SId =ortis are to be prqoucd in accordance with aeouaJly

accepted 3C«)lIDting ~pln and mainta.iocd in a

SECfION SEVENTEEN

COMPLIANCE WITH LAW

SFdion 17 o\. RAILROAD agtftS 10 secun: a11l1ffi"Ssuy govmuneot.Ll authority for its

operation OJ:! the Leased Properties. RAILROAD will provide copies of all filinas 10 the STATE for

review and 00ID,IJleDt, and will coonfuwe all filinas with an)' filings to be made by STATE.

$sctjoo 17 02. RAlLROAD agrees 10 file ape:rition with the FAA under 49 efR §213.S{c)

10 =ognize RAILROAD as !hi: part)' resporaible for compliance with FRA's track.safety SWldards.

&aion 17 03 RAILROAD agm::s 10 compl)' with all provisions of law aDd regulatiOllS

applicable 10 it and to the uased Properties, including wi' " OUt limitatioo regulations promuliated

by the FRA,and RAILROAD will nolkDowinaly do,or permit 10 be dooe, upon or about the Leased

Properties, anythillg forbidden by SUl:lllaw or rqulations.

SECTION EIGHTEEN

FORCE MAJEURE

Sectjou IS 01. RAILROAD shall have DO oblisation to operate over any portion of the

Leued Ptoputics durin& any period when it is prevailed or I>i.odercd from operIIlinj by acts of God,

public autbority, strikes, riots, labor disputeS, or any other causo: beyond its control.

"

SECTION NINETEEN·

DEFEASANCE

Section 1901. RAILROAD shall not make any use of the Leased Properties inconsistent

with STATE·s right, title and interest therein and which may cause the right 10 use and occupy the

Leased Properties to revert to any patty other than the STATE. So long as the Leased Properties are

sufficient to permit RAILROAD to operate a continuous line of railroad between the termini

described in Section 1.01, this Agreement shall not be affected by any determination, whether by

judicial order, de

SectiQQ 2Q 02 RAILROAD represents and warrants that:

(a) It is a cOlpOration duly organized, validly existing, and in good standing WKIcrthe

law:; of the State of Kansas and is lawfully authorized to do business in the State of

Oklahoma.

(b) It has full power and authority to enter into this Agreement and to carry out its

obligations h=un

shall be in writing and $hall be dccmod to have been properly given or sent:

(a) If inlended for STATE, by mailinll registered or certified mail, return receipt

uq""Sled, with postage prepaud., addressed 1 STATE at:

State of Okillhoma Office of Rail Programs Department ofTraosportation 200 Northeast 21st Street Oklahoma City, OK 7)\05

(b) If intended for RAILROAD, by maililli regisrc:red or certified mail, mum receipt

uquested, with postage prepared, ~ to RAILROAD at:

Richard B. Webb, President South Kansas & Oklahoma Railroad 315 W. Third Pittsburg, KS 66762

Each IlQtice, demand, request Or conununicalion which .\hall be mailed by reKi$lered or

cct1ified mail to either party in the manner aforesaid shall be deanro sufficiently given, 5erVed or

sent for all purp1lICI u the lime such notice, demtlld, ~uest or oommunicatiOIl shall be ~tber

received by dle IIddm:see or refused. by the Jddressoc upon presentation.

Sectiop 21 04 Bjnrlju EII.ct. This AlJf=nl.shall be binding upon and inure to the

benefit of STATE and RAILROAD, and shall be binding upon the succeuors and assigns of

RAILROAD, subject to the limitations bereinafterset forth. RAILROAD may not assign its riihtl

UDderthis ~t or any interest therein, or attempt to have any other ~n, firm or corporation

assume its rilJbts or obligations under this Aileement, witboot the prior written ronsent of STATE.

Woo 21 OS. Seymbility. If any provision. dllUSe or paragraph of this Aar-nent or any

docwnent W:orporated by .elbax:c sbaI.I be determined i,mIalid by a c;wn of ~ jurisdi~tion,

such detennination IhaJl 00( affect the other provisiolU, ~1au5es or paragraphs of thi$ Apment

which are oot affected by the deterrniJlation, The provisions, clauses Or parapphs of this

Agreement and any documents incorporated by reference are declared severable.

ScSljpn 21 06. Go=jng !.ny, This AiJ"W!leDt shall be governed and co!l$lNed in

KCOrdance with the laws oethe State ofOkl&homa. RAILROAD's operatlon$ under this Agreement

shall also comply with the awJicabIe ~visions of Federal law and the app(iQ!bk: rules, regulations

and policies of any agency tbenof.

Won 2 I 07. Ngn-CoIIIIsjgn The offioer or duly authorized agent of RAILROAD whi~h

bas el

IN WITNESS WHEREOF, the panics bndo have c.aused thi5 Agn:enm1t to be duly

executed on their behalf, as of the 2 1m day of May, 1998.

Wl1NESS:

"

STATE OF OKLAHOMA OEP ARTMENT OF TRANSPORT AnON

SOUlH KANSAS & OKLAHOMA RAILROAD

Presidml

~Cover0102030405060708091011121314151617181920212223242526