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HomeMy WebLinkAboutContract 28355EXHIBTT �'F" �l"�'Y ����P�iA�� � CC�iV�RA�:�' �. , ROAD REPAIR AGREEMENT BETWEEN TI� CITY OF FDRT W�RTH AND CH4 ENERGY, LLG This Road Repair Agreement, (Agreernent), is made and entered into on this the 1�th day of Januarv, 2003, by and between the City o� Fori Wortl�, Texa� {"City"), a horne nzle munieipal corporation af the State of Texas, Iocated within Tarrant and Denton Counties, Texas (Hereinafter referred to as the "City") and CH4 ENERGY, LLC ("Operaior") for the repair of certain streets andlor raadways wfthin the City of Fart V�orth, Texas a� more fu11y described herein�. WHEREAS, O�erator is in ihe business of dril�ing gas r�vells and, in connection tY�erewith, shall be engaged in driiiing and production aciivities on pro�erty known generally as Bel� Heliconter Lease , which abuts, is adjacent to, and/or is acces�ed by roadways vvithin the City of Fort Worth; and WIIEREAS, use of the roadways by the Operator for �he pt�rpose oF perform.ing the activities described hereinabave may cause darr�age to the roadways; asid VVHEREAS, the City and Operatar, for the mu�ual con�idez-ation hereinafter stated, desire �o enter into tivs Agreement far Operator io repair said roadways for t,�e duration af the tern� of this Agreement in consi�eration of Opera.tor's use of said roadways for th� puipose of the activities descrihed hereina,bove; TT IS NOW TiIEREFORE AGREED THAT: ARTICLE 1. REPAIlt OBLIGATION 1. Operator shall repaar damages caused by Operator or its contractars, subcontractors, employe�s, and agents, excluding ordinary wear and tear, if any, to roadwa,ys that abut the above- described property being used by Operator for the dr�liing and production of gas wells pursuant to a Gas Well Perrnit issued �a Operator. The repair obligatian �hall continue even if the Gas WeIf Permit is amended to allow for the drilling of additional gas wells. This obligatian shall continue during the term of this Agreement, and Operator sha11, prior to fhe termination of this Agz�eement, as provided herein, rep�.ir such damages to such raadways, excluding ordinary wear and tear, if any, to the condition in wluch such roadways existed priQr to the execution of this Agreement. Operator shall make a vzdeotape of such raadways prior to the start of Operator dril�ing and aperation of its gas wells and shail provide a�opy of the videotape to the Director of Transportation and Public Works_ 4�erator shall notify the Director of Transportation and Public Works when drilling ar fracing operations are cornplete so that the Directar of Transpc�rtation and Public Works can determine if repairs axe required. 2. In connection wi�h its obligation ta repair said roadways, f?��.4�;- � s� 1��� materials of the same or better quality tha.� those utilized to surFa,ce andlor r���;y t�P r��'��.aq�;_ �c prior to ex�cution af this Agreement �ud in accordance with the eurrent standards specifications of the City. Devia�ion from the ma�erials deseribed herein sha11 nat be pernnitted without the prior written consent of the Dtrector of Transportati�n and Public Works. Repa�rs shall be compteted in accardance vvith standard engineering practices acceptable to the City. 3. Operator shal� repair th� damage io the raadways at i#s sole cost and expense. 4. During �he term of this Agreem�nt, Operator shall periodically inspect t�e roadways during driiling, fracture sfiitnulation or reworking of the gas weli to determine whether or no# any damage has occurred as a result of Operatar's acti�ities. Immediately upon discovering the existence af any such dam�,ge to the roadways, Op�'ator shall undertake to repair and/or remedy same. Upon discovery of damage by the Operator, the Operator will have 4S haurs to contact the Directar of Transportation and Public Works to work out a schedule of repairs. Repairs sha�l take place witi�in 30 �ays or imznediately if the damage affects the immediate health and safety of individua�s. ARTICLE 2, TERM OF AGREEMENT Thi� Agreement sh�l commence upan the date indicated above and sha11 co�tinue in full force and effect until Operator has completed and/Qr permanently discontinued the activities ��on the roadways, as described hereinabove. ARTICLE 3. �SURANCE AND INDEI�NITY Tbe Operator snaIl pro�ide or cause to be provided the insurance described belaw �or each well unles� a Gas Well Permit has been is�ued wherein such insurance has been pro`,ided iar the issuance of the Gas Well Permit under ihe terms and conditions descr�bed iri the Fort Worth "Gas Drilliag and Praduction" Ordina.nce and such insura.nce ta continue until the well is abandoned and the site restored. In addition to the bond or letter of credit required pursuant to this Agree�nent and the Fart Worth "Gas Drilling and Productian" ardinance, t�e Operaior shall carry a policy or polucies of insurance issued by an insurance company ar compar�ies authorized to do business in Texas. In the event such insurance policy or policies are cancelled, the Gas Well Pen�nit shall be suspended on sueh date of cancellation and the �peratar's right to operate under such Gas Welt Permit shall irnmediately cease until the Operator file� a.dditional in�rance as pro�ided here�n. 1. General Requirements applicable to all policies. a. The Ci-ty, its officials, employees, agents and officers shall �e endarseci as an "Additional Insured" to all policies except Employers Liability coverage under the Operatar's Workers Compensation policy. b. All policies shall be v�n-itten on an occurr�nce basis except for Enviranmental Pollution Liability (Seepage and Pollution coverage) and Excess or UmbreIIa Liability, which inay be on a claims-made basis. Paat� 7 c. All policies shall be written by an insurer with an A-: VIII or better rating by the most current version of the A. M. Besi Key Ratirig Guide or with such ather fir�ancially sound insurance carriers acceptable to the City. d. Deductib�es shall be listed on the Certificate of Insurance and sha11 be on a"per occurrence" basi� unless otherwise �tipulated herein, e. Certificates of Insurance shall be delivered to the City of Fort VL�orth, Development Department, lOQO Throckmorton Street, Fort worth, Texas 7G102, evidencir�g all the required coverages, including endorsements, prior to the issuance of a Gas Weli Permit. f. AI1 policies shali be endorsed with a waiver of subragation providing rights of recovery in £avor of the Ciiy. g. Any failure on part of the City to request r�quired insurance documentatifln sha11 not constitu�e a waiver af t�e insurance requirement specified herein. h. Each policy shall be endorsed to provide the City a minimum thiriy-day notice of cancellation, no�-renewal, and/or mat�rial change in policy terms or co�+ez`age. A ten days notice sha11 be acceptable in the event of r�on-payment of premium. i. During the term of the Cras Well Perrnit, the Operator shall report, in a timcly manner, ta t�.e Gas Inspector any known loss occurrence which could give rise to a liabiliiy claim or lawsuit or which could result in a property Ioss. j. Upon request, certified copies of all insurance palicies shall be furnished to the City. 2. St�ud�rd Commercial General Liabi�ity Policy. This coverage must inelude premises, opera.tions, biowout or e�Iosian, products, completed operations, sudden and accidental pollution, blanket contractual liability, underground resources damage, braad form property damage, indepene�ent contractars protective liability and personal injury. This coverage shall be a muumum Combined Single Limit af $1,00O,O�D per occurrence for Bodily Injury and Property Darnage. 3. Egcess or Umbrella Liabiiity $ 5,000,04t} Excess, iir 'the Operator has a stand-alone Environmentai Pollution Liability (EPL) policy. $10,00Q,000 Excess, if the Operator does not have �. stand-alone EPL policy. Coverage must include at� endorsement for sx�dden or accidentai pollution. If Seepage and Pollution coverage is wrrtten on a"claims made" hasis, t�e Operator must maintain eontinuous co�erage a.�d purchase E�e�ded Coverage Period Tnsurance when necessary. 4. Wor�ters Compensation and Employers Liability Iusurance a. Workers Compensation benefits shall be Texas Statutary Limits. b. Employers Liability sha11 be a minimum af $500,000 per accident. c. Such cov�rage shall :ixacluc�e a vvaiver of subrogation in favor oithe City and provide caverage in aceordance w'sth applicable State and Federal laws. 5. Automobile Lialaility Ins�rance a. Cambined Single Lirnit of $1,000,000 per occuzrence for Bodily It�jury and Property D�tnage. b. Coverage must include all owned, hired and not-owned autamobiles. Pa¢P '� 6. Ceriiiicates oF Insurance a. The company must be ad;nitted or approved to do business in the State of Te�as, unless the coverage is written by a Surplus Line� insurer. b. The insura.r�ce set forth by the insurance company rnust be underwritten on forms ti�at have been approved by the Texas State Bvard of Insurance or ISO, or an equivalent policy form acceptable to the City. �. Sets forth all endorsements and insurance coverage according to requirements and instruCtions contained herein. d. Sh�I specificaljy set forth the notice of cancellation, termination, or change in caverage provisions to the City_ All policies shal� be endorsed to read "THIS POLICY �iII,L NOT BE CANCELLED �R NON-RENEWED WITHOUT 30 DAYS ADVANCED WRITTEN N�TTiCE TO TIE QWNER AND THE CITY EXCEPT WHEN THIS POLICY IS BEIl�G CANCELLED �OR NONPAYMENT OF PRENIl[]M, 1N WHICH CASE 10 DAYS ADVANCE 'WRITTEN NOTICE IS REQUIRED". e. Origina� endarsements affecting coverage required by this sectian sha�l be furnished with th� certificates of insurance. 7. The canceIIatifln of any irisurance for the �ole purpose of the repair of road�ays will not release the obligatian of the Operaior to meet all requirements of ir�surance and bonding under the Fart Worth "Gas Dt'il�ing and Praduction" Ordinance. 8. �perator shall and hereby does indemnify, defend and save harmless the City, its officers, agents and ernployees from aII suits, �Gt10I15 or claims of any character, na�n.e and description braught �or or on account of any injuries or damages received as sustain�d by a.t�y persan, per�ans or praperty on acco�nt of the o�erations of the Operator, his agents, employees, eontractors or subcantractors; or on account of any negligent act of fault af the Operatar, his agents, employees, contractors or subcontractars in connection with the ob�igations under this Road Repair Agreement; and shall pay any judgment, with costs, which may be obtained agains� the City growing out of such injury ar damage. ARTICLE 4. PERFORMANCE BONDS 1. Operator shall provide a performanee bond, unless a performance t�ond has been provided for the issuance of a Gas Well Pertnit under the terms and conditians described in Fort Worth "Gas Drilling and Production" ordina.nce, in an amo�nt nat le�s than the amount necessary to repair the roadways, as determined by the City Director of Transportaiion and Pubfic Works. 2. Prior tia the beginning any activity pursua�t to the issuance of a Gas Well Per�i.t, unles5 a performance bond has been provided for ihe issuance of a Gas Well Permit under the terms and conditions desczibed in the Fort Worth "G�s Drilling and Produetion" Ordinancc, Operator shall provide the Gas Inspector with a securi�ty instrument in the foran of a bond Qr an irrevoeable letter of credit as follows: Pa�P t� a. Bond. A bond shall be executed by a reliable bonding ar insurance institutian au.thorized to do business in Texas, acceptable �o Yhe City. The bond shall become effective on or before tk�e date the Gas Well Permit is issued and shall remain in force and effect for at Ieast a period af six (6) manths after th� expiratic�n of the Gas We�l Permit terrn or until the well is plugged and abandoned and the site is restared, whichever occurs first. The Operator shall be listed as principal and the instrument shall nui to the City, as oi�ligee, and shall be conditioned that the Operator will comply wit.h the terms and regulations of thi� Ordinance and the City. The original hand shall be submitted ta �he Directar of T�anspartation and P�biic Works with a copy of the same pro�ided to the City Secretary and the Gas Inspector. b. Letter of Credit. A letter of credit shall be issued by a reliable bank autharized to do busir�ess � Texas and shall hecome effective on or before the date ihe Gas Vflell Permit is issued. The le�tter of credit sha1l remai� ir� force attd effect £ar at least a�eriod af six (6) months after the expiration of the Gas 'VVell Pennit term. The City shall be authorized to draw upon such letter of credit to recover any fuies or penal�ies assessed �nder this ordinance. Evidence of the execution of a�etter of credit sha11 be submi�ted to ihe Director of Transpartation and Publie Works submitting an ariginal signed letter of credit frorn the banking institution, with a copy of i�e same pz`ovided to the City Secre�ary at�d the Cras Inspecior. If the Letter of Credit is for a time period less than tt�e life of the well as re�uired by Ordinance Number 14880, CH� ENERGY, LLC agrees to either renew the Letter of Credit or replace the Letter of Credit with a bond in the amount rec�uired by the City of Fort �orth Ordinance Number 14880, on or before 45 days pr�or ta the expiration date of the Letter af Credit. If CH4 El�ERGY, LLC fails ta defiver ta the City of Fort Wort� either ti�e renewal Leiter of Credit or repiacement bond in the appropriate amount on ar befare 45 days prior to �he e�iration date of the Letter of Credit, the City of Fart Worth may draw the entire face amount of the attached Letter af Credit to be held by the City of Fort Worth as security for CH� EPIERGY, LLC's performance of its obligations under Ordinance Number 14880, c. Whene�ez' ��e Gas Inspectar or the Direcior of Transportation and Pub�ic Works Departmeni finds that a default has occurred in the perfo�mance of any requirement or condition imposed by this Agreernent, a r�vritten notice shall be giveM to Qperator. Such notice shall specify the work to be done, the estimated cost and the periad af time deemed by the Gas Inspector or the Director af Transportation azad Public works Depart�ent to b� reasonably necessary for �he completion of such �ork. Af'�er receipt Qf such notice, the Qperator sh�ll, within the time therein specified, either cause or require th� work to be pe�tfornaed, or failing to do so, shall pay over to the City one hundr�d twenty-five percent (125%) of the estimated cos� of doing the work as set forth in the notice. d. The Ciiy shall be authorized to draw against any irrevacable letter af credit or bond to recover such amount due from OperatQr. Upon receipt af such rnonies, the City s�all praceed by such mode as deemed convenient to cause the required work to be perfarmed and campleted, but na liability s�all be incurred othez- thain for the expenditure of said sum ir� hand.. PaoP �i e. In the event Operator does nat cause the work to be performed and fails or refuses io pay over to fhe City the es�i�naied cost of the work ta be done as set forth in ihe notice, or the issuer of the security instrument refuses to honor an.y draft by the City against the appiical�le irrevocable letter of credit or band the City may proceed ta obtain complia.nce and abate the default by wa� of civil action against Operator, or by criminal action against t�e Operator, or by both such method�. f The canceilation of any bond or l�tter of credit far the sole purpose of the repa,ir af roadways wili not release the obligation of the �perator to rneet a11 requirements oi insurance ar�d bonding under the Fort Worth "Gas Drilling and Production" Orciinance. Any bond r�c�uired by the Fort VVorth "Gas Dri�ling and Proc�uction" Ordinance shall stay in fi�11 force and effect until t�e terms and canditions set aut an the Ordinance are met. 3. If the eost of the compieting the repair is an amount of $15,000 or l�ss, as determined by the Director of Transportation and Public Works, cash in the amount necessary to complete the repa.irs, as determined by the Director of Transportation and Public Warks, may be deposited with a bank or escrow agent pursuant to an escrow agreemen� accegtable and approved by the Ciiy ensuring completian af the repair. ARTICLE 5 MISCELLANEOUS PROVISIONS 1. Operator understands anc� agrees that Operator, its empl�yees, servants, agents, and representatives shall at no time represent thernselves fio be employees, servants, age�ts, andlor representati�res of the City. The City shall not have any cantrol over the means or methods by which Operator sha,ll perform its abligations hereunder. Operator shall furnish all equipmen# and maierials necessary to perForm hereunder and shall at aIl times be acting as an independen# Operatar. 2. By entezi�g znto this Agreement, the City daes not waive, nor shall it be deemed fio waive, any i�nmunity or defense that would otherwise be available to it against claims arising by ihird parties. 3. This Agree�ent represents the entire agre�ment bet�veen Operator and City for repair of road�rays and supe�-sedes aI� prior negotiations, representatio�s, a.�d/or agreements, either written or oral. This Agreem.ent may be amended oniy by written instrurrzent sigrted by the governing boc�y of �he City or those authorized ta sign on behalf af the City's governing hody. ARTICLE 6. FORCE NI�JEZJRE E�rents of Force Majew-e shall mean any contingency or cause beyond ihe reasonable control of a party includin.g, without limitation, acts of Gad or tk�e public ene�ny, war, riot, civil commotion, insurrectior�, gnvernment or de facto gaveriunent actian {unless c�.used by acts or amissians of the party), fires, explosions, rain or other weather delays, flaads, strikes, slowdowns or wark stoppages. PaaP h ARTICLE 7. AS SIGNABILITY{CQNSENT Except as otherwise �rovided herein, or except as may be hereaf�er deterrnined by the parties, no party to this Agreement �nay sell, assign, ar transfer its interest in this Agreement, ar any of its right, duties, or obligations �ereunder, without tl�e prior written consent �f the ather party. When�ver the consent or the appro�al of a party is required herein, such party shall not unreasonably withhald, delay, or deny such consent or approval. Operator may assign this Agreement to any successor entity to whom th� applicable Gas Well Permit has b�en assigned upon writte� notice to the City af said assignmer�t. ARTICLE S. NOTICE Any notice giv�n by on� party to the other in connection with this Agreement shall be in writing and sha11 be by persona.� deiivery; sent by registered mail o� certified mail; ar by Uni�ed States Marl, return a•eceipt rec�u.es#ed, postage prepaid; ta: CITY: Office of the City Manager Ci�y ofFort Worth, T�xas 1400 Thrackmorton Street Fort Warth, Texas 761 Q2 OPERATOR CH4 ENERGY, LLC 2$13 S. Hulen St., Suite 225 FQrt Worth_ TX 76109 luotice shall be deemed to have been received on the date of z-eceipt as shown an the return receipt or other written evidence of receipt. ARTICLE 9. MODIFICATIQN No wa.�ver or modification of this Agreement or of a.ny eavenant, condi�ion, limitation herein cflntained s�all be valid unless in wrifing a.txd duly executed by the party to be charged therewith. No evidence of any vwaiver or modification �hali be offered or received in evidence i� any proceeding arising betweerz the parties herato out of or affscting this Agreement, or the rights or obligations af the �arties hereunc�er, unless such waiver or modification is in writing, duly executed. The parties furth�r agre� that the provisions of this Article will nat be waived unless as herein set farth. ARTICI.E 10. SAVINGS/SEVER.ABILITY PaaP 7 In the event that any one or more of the provisions hereaf contained in this Agreement shall for az�y reasan be i�eld to be invaiid, illegal, or unenforceablc� in any respect, such invalidiiy, illegality, or unerzf�rceabi�ity shall nqt effect the other provisions, a,nd the Agreement shall be construed as i�' such invalid, illegal, or unenforceable provision had never been contained in this Agreement. ARTICLE 11. GOVERN�TGLAW AND V�NUE This Agreemeni shall be cons#rued under and governed by, and in accordance wi#h the iaws of the State of Texas, and venue for any actian arising under the terms and conditions af this Agreement shall iie in the state caurts located in Tarrant Caunty, Texas or the United Siates Dis#rict Caurt for the Northern Distri�i af Texas, Fort Worth Division. ARTICLE 12. ENTTRE AGREEMENT This Agreement and the extubits attached thereto, constitute the erttire agreement among the parties hereto vcrith respect to the subject matter h�r�of, and supersede any pr�or understandings or written or ora� agreements betvveen the parties with res�ect to the subject matter of this Agreesnent. N� amendment, mndificatian, cancellation or alteration af the terms af this Agreement shall be binding on any party hereto unless the same is in writing, dated subsequent to �he �ate hereof, and is duty authoriz�;d and executed by the parties �e�-eto. ARTICLE 13. WAIVER OF TERMS AND CONDITIONS The failure of either party to enforce ar it�sist upan cornpliance with any of the terms or conditians of this Agreement shall not constitute a general waiver or relinq�ishment of any such terms or conditions, but the sarr�e shall be and remain at a11 times in full force and effect. ARTICLE 14. CAPTIONS The captivns con�ained in this Agr�ement are for informational purpos�s anly and s1�a11 nat in any way affect the substantive terms or conditions af this Agreemen�. ARTICLE 15. CDUNTERPARTS This Agreement may be ex�euted in any number of counterp�-ts, each of r�vhich shall be deemed an original, and constitute ane and the s�mme instrument. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as af the I Sth day of Januarv, 2403. Pa¢P R �S� ��-�_-�.�-�-�� �:�r�i��ra�°� Au�ho�s��al�ion ATT�ST: J City �ecretary APPROVED AS TO FORM � ��. �c E CITY OF FORT WORTH - - By: ��. Ga acic�g , City Manager �ND LEGAL,ITY: David Yett, City Attorney By���` ��.r,�-� � �•�--- STATE OF TEXAS COUNTY OF TARRANT CH4 ENERGY, LLC ���� �pera#or By: Richard D. Brannon, President Before me, the undersigned notary public, on this day persanally appsared Gary 3ackson, the City Manager of �he City of Fort Worth, Texas, known to me to be the persan whose name is subscribed �a the fore�oing instrument, and acknowledged to nae that helshe e�ecuted ihe instrument for the purposes and consideration therein expressed. �• � Giv d seal of affice this �?� day of ' , 20 %'".. ���;�p�,� PATSY CQX _-- �z°t �`�': N�TARY Pl1BLIC �+ l�r �' Stat@ Of 7@7(AS �,;�.a� ;i�+� Comm Exp 12-18-2004 � � � _..,.....,.-.�..� _ W,.�_. .. ..�, V..: ......r Notary Public STATE OF TEXAS § COUNTY OF TARRANT § Before me, the undersigned authority, a Natary Public in and for the State of Texas, on thi� day personally appeared Richard D. Bran�aan as President of CH4 Energy, LLC, known ta ma to i�e the person whose name is subscribed to t�e foregoing instr�rr►cnt, and acknow�edged to me that the same was the act of CH4 Ener�y, LLC (the cor�aoration) a�d that he �xecuted tke same as the act of said CH4 Energy, LLC (corporation) for the purposes and consideration therein expressed and in the capacity tnerein stated. Given under my hand and seal of af£'ice this 15th day of January, 2003. � — ��.,a� ; � ���Q�:A� � W � ■- _ , - ; �S�o�p�'T'y�4�4 �IfIB6� ' —Y4 iV . !✓ I/Li`A/y %�'"f�V'� "'4� � Notpry puhlia, 5tate qfi 7exas � � q.. •T�.: IViy Cammission Expires ' '�•',f��s:�'' S��ftem#rer �2, 2004 � Notary Public -- - , �,���,., - — ---�..,a- --- - -- .��: . `�'��'tt��1'r Paoe� A �j , ;, . � ��1� �� ��1��Kn. IRREV�CABLE STT�.NDBY LETTER OF CREDIT B4KD3SDk'00939 I�SUED IN TULSA, bKLAHONlA ON Ol/04/03 BENEBICIARY: CITY OF FORT W�RTH 100a THROCKMQRTpN STREET FORT WQRTH, TEXAS 7510� APPLICP,NT : CH9 �bT��GY, LLC 2813 S. 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THIS L�T'1'E� Ct' [:f�li[}�'1' �s'�fPIRES AT 4:00 �'.T�.� Ol� Ti:fR S^:AT�G ��PZRA�'iQN DI�'�� �3R Ai�Y EXTENDED EXPTRATI0�3 �ATE, A'I' '.He, C�P�'ICE OF BANK 0�' OKLAHs�MI�1, N. A., ?NTERNATIOIQAL BANKING CF��TEk, c>�]F WILLIAI�S C�t]T�:F�,�• TLILSPi� C}�{3,riiDMA� 747.72. THIS LFTmEit CC' Cr��=�T.T 4�II�i� SE AUTONIATICALLY �}C'1'E�NDED FOkt A1� ADDITIQ;UAL� P�:F�I{}D �E' pNE Y4'��E# I'"P(3M `I'F1F ?�ESI��l�l7' OR Al�'"r` F'[]^•.I3£iE F,XPIRATT[7�i DATE �7NLES�f r1'1' �c���5'P E'�1�'PY �'1'V� {45) 17A.1''� F'Fx-�4R T() SUCH E�P�FtRT=Gi�] DRT�, 4dE NOTIFY YQU IN ��_a'�ING BY :��:�I`3TEREl? MAIL/CO[3�iaTR TE{flT vlE �L�CT NC�'i '['{? S�3 E�X'1'EN➢ THIS �L�"�"C�R 0�" CREDT�. DRAF'I' (S) I�RAY7N �1N?? td]�.COTIATCD UNCEi� T`�IS ��L•:T'?'C� Qk' CREDZT r1US`P BE �1�DORS�D H�I�EON RND 8�,�,R TItC: �'LA�'S� 'DR�.i�i�J 41�CSER BA�i� C�E' OKLAHOMA, N.A., I,x.'TTFfi 0�' CREDtT NUMBER BOK03SDE'Df��3'� DATED JANC�Z-�RY �5, 2003. ' DRAWINGS UNDER THIS LE;'T'I'�:t C}F' �kF:i�TT MA� Fk� �R►�'.: F.,C3TE� VZA EACSIMILE TO B�1LVTi OF' OI{1,A?30;�zA, �e.A., FAC;I#�:�,E� �CJ. 9�.8-588-6026, G�TITH ORIGINAL DOCUMENTS BEING B�NT TO �.'�.NK OF �KLAHai�A, N.A. V�A OVERNIGHT COURIER. WE HEREBY ENGAGE WiTH YO[7 TIiAT PAYMENT WII,L BE MAD� AC:�INST DRIGINP.L DRAFTS Z-1ND P,LL DOCi7MENTS �RAWN STRICTLY IN COMPLIANCE WITH THE TERMS OF THIS CREDTT AND ALL ANl��iA[�ENTS. �� ��, � j� ��' I- �� -' THIS ORIGINAL LETTER OF C12EDIT AA1D ALL AP9EIVDMENTS THERETp MUST $� SUBNlIT�'ED TO TJS TQGETHER WITH ANY DRAWINGS HEREUNDER E'OR OUR ENDORSEI��NTS OF ANX PAYMENTS EFFECTED BY US AND/OR FOR CANCELLATION. EXCEPT SQ FAR AS OTHERWISE EXPRESSLY STATED, THIS L�TTER OF CR�DIT �S SUBJEGT TO THE U1�TIFORM CUSTOMS AND PRACTIC� FOR DOCUMENTARY CREDITS (1993 REVISIOI3) ZCC PUBLTCATION N0. 5f�0. 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