HomeMy WebLinkAboutResolution - 2972 - Agreement - Choctaw Partners - Oil & Gas Leases, & Gas Purchase - 12_08_1988Resolution #2972
December 8, 1988
Item #4
JCR:da
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock a Purchase
Contract for Oil & Gas Leases and Gas Purchase Contract by and between the
City of Lubbock and Choctaw Partners, attached herewith, which shall be
spread upon the minutes of the Council and as spread upon the minutes of this
Council shall constitute and be a part of this Resolution as if fully copied
herein in detail.
Passed by the City Council this 8th day of December , 1988.
By:aL "t- Mayor Pro Tem
for .C. McMINN, MAYOR
ATTEST:
, city secretary
APPROVED AS TO CONTENT:
aat�'� CJ2.--
Robert Massengale, AssIstant City
Manager for Financial Services
APPROVED AS TO FORM:
Z.— G
. Ross, Jr.
Resolution #2972
GAS_ PURCHASE_ CONTRACT
THIS CONTRACT, made and entered into this 8th day of
December 1988, by and betveezi CHOCTAW PARTNERS, a
Texas general partnership composed of JOE J. REYNOLDS and DAVID
TURRENTINE, hereinafter called "CHOCTAW" or "SELLER" and the CITY
OF LUBBOCK, hereinafter referred to as "CITY" or "BUYER".
N I T N E S S E T H:
WHEREAS, Seller owns an oil and gas leasehold estate located
in Labors 4, 5, 6, and 7, League 134, Armstrong County School
Lard, and Labors 1 and 10, League 151, Randall County School
Land, Cochran County, Texas, from the surface to 5,000 feet or
the base of the San Andres formation, whichever is deeper, the
Seller's interest under said oil and gas leases being equal to
79.625% of 8/8 of production, said leasehold estate being
hereinafter referred to as the "DEDICATED PROPERTY", and
WHEREAS, Seller is the operator of three (3) existing oil or
gas wells located on the Dedicated Property, which Seller has
determined are capable of producing natural gas in paying
quantities, said wells being Hereinafter referred to as the
"EXISTING WELLS", and
WHEREAS, the Seller intends to drill additional oil or gas
wells on the Dedicated Property capable of producing natural gas
in paying quantities, and
WHEREAS, the Seller desires to sell and the Buyer desires to
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purchase certain quantities of the net gas reserves (as that term
is hereinafter defined) attributable to the Seller's interest in
the Dedicated Property upon the terms and conditions set out in
this agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Buyer agrees to purchase and
Seller agrees to sell, pursuant to the terms and conditions of
this Contract, the Seller's interest in the net gas reserves in
the Dedicated Property, or other sources, both existing and to be
established in the future, to the extent set out below.
ARTICLE I
DEFINITIONS
Except where this Contract states another meaning, the
following terms are defined as follows:
1.1 "Net_ Gas_ Reserves" - The term "net gas reserves" as used in
this Contract shall mean the proven reserves of natural gas
capable of being produced from existing or additional wells on
the Dedicated Property at any given time during the term of this
Contract, with such gas being of the quality required by this
Contract deliverable to designated locations of the Buyer in
Lubbock, Texas.
1.2 "BTU" - The term "Btu", as used in this Contract, means
British Thermal Unit.
1.3 "MMbtu" - The term "MMbtu" means a quantity of natural gas
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capable of producing one million British Thermal Units of heating
value.
1.4 "Mcf" The term "mcf" means one thousand cubic feet of
natural gas capable of producing MMbtu measured as provided in
this Contract.
1.5 "Heating -Value" - The term "heating value", as used in this
Contract, means the number of Btu's produced by combustion at
constant pressure of an amount of gas which would occupy one (1)
cubic foot at a temperature of sixty degrees (600F) Fahrenheit
and at a pressure of fourteen and sixty-five (14.65) psis and
saturated with water vapor.
ARTICLE II
DEDICATION -OF -GAS
2.1 Initial Sale:
Subject to the terms and conditions of this Contract, Seller
hereby commits, dedicates and sells to the Buyer, and Buyer
commits and obligates itself to purchase from Seller, 338,000
MMbtu of the net gas reserves owned or to be acquired by the
Seller, including Seller's interest in the existing wells.
2.2 Subsequent -Net Gas Reserves:
Upon the completion of additional wells on the Dedicated
Property by the Seller and the establishment of the net gas
reserves, which are proven by such well or wells, calculated as
provided in this Contract, the Seller hereby commits, dedicates
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and sells to the Buyer, and Buyers commits and obligates itself
to purchase from Seller, subject to the terms and conditions of
this Contract, such additional gas reserves so that the total
sales to Buyer from the existing wells and the additional wells
shall be 2,000,000 MMbtu.
2.3 Determination of Net Gas Reserves:
----------------------------------
The net gas reserves shall be determined by engineering
calculation, acceptable to the Buyer and Seller, utilizing the
quality standards and assumptions set out in this Contract. As
each additional or subsequent well is drilled or completed on the
Dedicated Property, Buyer shall determine the net gas reserves
attributable to Seller's interest in each such well, and, within
sixty (60) days from the date of such determination, pay to
Seller a portion of the purchase price for 90% of such reserves
from each such well at the price set forth in Paragraph 3.2
below.
ARTICLE III
PRICE
3.1 Initial Sale:
The price to be paid by the Buyer to the Seller for the
338,000 MMbtu of gas produced as a part of the initial sale, as
set out above, shall be calculated on the basis of $1.56 per
MMbtu, with such sum to be paid to the Buyer at the closing of
this transaction.
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3.2 Subsequent -Net Gas Reserves:
The price to be paid by the Buyer to the Seller for the
subsequent net gas reserves as described in Paragraph 2.2 above
shall be calculated on the basis of $1.56 per MMbtu, with
one-half (1/2) of said sum or $ .78 (seventy-eight cents) per
MMbtu being paid upon the determination of the net gas reserves
included in this Contract as provided in Paragraph 2.3 above, and
with the balance of the purchase price for such gas being paid by
the Buyer to the Seller upon the delivery of such gas to the
Buyer as provided in this Contract.
3.3 Adjustment -for Failure -to -Deliver Subsequent -Net Gas
-------------------- ----
Reserves:
In the event the Buyer should, following the completion of a
well or wells and the payment for subsequent net gas reserves
pursuant to Paragraphs 2.3 and 3.2 of this Contract, and the
Seller should fail, within ten (10) years from the date of
payment for the reserves in each well, to have delivered at least
seventy-five percent (75%) of the gas for which partial payment
was made in connection with the net gas reserves from such well,
then, beginning at the end of such ten-year period, the Buyer
shall be entitled to receive the gas contracted to be delivered
to it from such well or wells without further payment to the
Seller until an amount of gas has been delivered to
the Buyer representing the total payment made by the
Buyer to the Seller in connection with the net gas
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reserves from such well or wells at a price of $1.56 per MMbtu.
It is understood that the calculation of the amount of gas
delivered for purposes of the adjustment provided in this
paragraph is to be made on a well by well basis. Nothing in this
paragraph shall excuse the Seller from delivering to the Buyer
the total volume of gas to be delivered to it from subsequent net
gas reserves in accordance with Paragraph 2.2 of this Contract.
ARTICLE IV
DELIVERY POINT - TITLE
----------------------
4.1 Transportation —Responsibility_
Arranging the transportation of gas from the Seller's wells
to the Buyer's locations in Lubbock, Texas, shall be the sole
responsibility of the Seller. Title shall pass to the Buyer at
the gate of the Power -Tex Adobe gas line interconnection to which
such gas is delivered by the Seller. All costs necessary for the
transportation and compression of the gas from the tailgate of
said plant to Buyer's location in Lubbock, Texas, shall be borne
solely by the Buyer.
4.2 Title:
Seller guarantees that it has good and merchantable title to
the gas reserves, which are the subject of this Contract, and
that it has and will continue to have full authority to deliver
good and marketable title to all gas produced pursuant to this
Contract to the Buyer, free and clear of all encumbrances.
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ARTICLE V
DELIVERY_ PRESSURE
The Gas purchased hereunder shall be delivered at a pressure
sufficient to effect delivery into Buyer's designated pipeline
transportation system at the delivery point or points against the
pressure prevailing therein from time to time; provided, however,
Seller shall not be required to deliver gas against a pressure in
excess of 1,000 psi.
ARTICLE VI
QUALITY
Buyer shall not be obligated to take and give credit against
the obligation of the Seller (but shall give credit if taken) for
any gas tendered to it hereunder, unless the same meets the
following requirements as to quality.
(a) Oxygen - The gas shall not, at any time, have an oxygen
content in excess of two -tenths of one percent (0.2%)
and every reasonable effort shall be made to keep the
gas tendered free of oxygen.
(b) Liquids - The gas shall be free of water and
hydrocarbons in liquid form at the temperature and
pressure at which the gas is delivered. The gas shall
in no event contain water vapor in excess of seven (7)
pounds per million cubic feet.
(c) HYdro.aen_Sulfide - The gas shall not contain more than
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one -quarter (1/4) grain of hydrogen sulfide per one
hundred (100) cubic feet.
(d) Total_Sulphur - The gas shall not contain more than
five (5) grains of total sulphur per one hundred (100)
cubic feet.
(e) Carbon Dioxide - The gas shall not have a carbon
dioxide content in excess of one percent (1%) by
volume.
(f) Heating Value - The gas shall have a gross heating
value of not more than one thousand, one hundred,
twenty (1,120) nor less than nine hundred fifty (950)
Btu's per cubic foot. BTU values exceeding 1,120 may
be accepted at the option of the Buyer.
(g) Temperature - The gas shall be delivered at a
temperature not in excess of one hundred twenty degrees
Fahrenheit (1200F).
ARTICLE VII
WARRANTY OF TITLE
-----------------
Seller hereby warrants title to all gas sold hereunder and
that all such gas which is attributable to Seller's interest in
the Dedicated Property is free from any and all liens and adverse
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claims. Seller shall, at all times, have the obligation to pay
all royalties due and payable to the mineral and royalty owners
under the Leases. Seller agrees to indemnify Buyer and save
Buyer harmless from all suits, actions, debts, accounts, damages,
costs, losses and expenses arising from or out of adverse claims
of any or all persons to the gas or to royalties, taxes which
Seller is obligated to pay hereunder, license fees, or charges
thereon which are applicable before the title to the gas passes
to Buyer.
ARTICLE VIII
OPERATIONS
8.1 Seller_ to_Op!rate_
During the term of this Contract, the Seller or such other
party as may be acceptable to Buyer shall be obligated to
continue to act as Operator of the Dedicated Property,
unless Seller or said other party shall resign as Operator with
the express written approval of the Buyer and with Buyer having
the right to approve any successor operator. Such approval of
Buyer shall not be unreasonably withheld.
8.2 Seller shall be responsible for paying all expenses, both
tangible and intangible, related to the operation of the
leasehold estate covering the subject property. Seller shall
hold the Buyer harmless from any claims, expenses, and
liabilities of every description arising our of or in connection
-9-
with the operation of the Seller's wells and the production of
gas from such wells during the term of this Contract.
8.3 It is expressly understood and agreed that Buyer reserves no
right to exercise control over the details of the performance of
the Seller's duties as operator, and the Seller shall, at all
times, operate as an independent contractor. The Seller shall
have no authority to incur any expense, obligation or liability
on behalf of the Buyer.
ARTICLE IX
TAXES
Seller shall pay or cause to be paid all severance,
production or similar taxes applicable to the Gas hereafter
required by law to be paid to governmental authorities without
reimbursement from Buyer. Seller will pay or cause to be paid
all ad valorem taxes attributable to the gas without
reimbursement from Buyer.
ARTICLE X
GOVERNMENTAL RULES AND REGULATIONS
----------------------------------
10.1 This Contract shall be subject to all valid, applicable
State and Federal laws, orders, directives, rules and regulations
of a governmental body or official having jurisdiction.
10.2 Seller, to the best of its knowledge, warrants and agrees
that Seller has not caused the gas hereunder to be dedicated in
interstate commerce.
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1
ARTICLE XI
RIGHT_ OF FIRST_ REFUSAL
11.1 In the event the Seller should drill or acquire additional
wells which result in proven net gas reserves exceeding 2,000,000
MMbtu, then, and in that event, Seller shall, prior to dedicating
or selling said gas to any other buyer, notify the Buyer of the
availability of such gas, and Buyer shall, within sixty (60) days
of the receipt of such notice, be entitled to purchase 90% of
such excess net gas reserves up to 2,000,000 MMbtu at the same
price and upon the same terms as provided in Paragraph 3.2 of
this Contract. This option expires December 31, 1990.
11.2 In the event that any additional wells owned or acquired by
Seller should result in proven net gas reserves exceeding
4,000,000 MMbtu, then, and in that event, Seller shall, prior to
dedicating or selling such gas in excess of 4,000,000 MMbtu to
any other buyer, notify the Buyer of the availability of such gas
and of the price the Seller has been offered by a ready, willing
and able buyer for such gas, and Buyer shall, within sixty (60)
days of the receipt of such notice, be entitled to purchase 90%
of such excess net gas reserves, up to a total of 2,000,000
MMbtu, at the same price and upon the same terms as offered by
said ready, willing and able purchaser. If Seller has received
no such offer, Buyer shall be entitled to purchase such gas at a
price negotiated between Seller and Buyer.
J
ARTICLE XII
SECURITY FOR PERFORMANCE AND RECALCULATION OF RESERVES
------------------------------------------------------
12.1 As security for the performance of Seller's obligations to
produce and deliver to the Buyer the 338,000 MMbtu of gas covered
by.the initial sale as set out in Paragraph 2.1 of this Contract,
JOE J. REYNOLDS has agreed to pledge to the Buyer negotiable
securities acceptable to the Buyer to assure Seller's delivery of
said 338,000 MMbtu within five (5) years of the closing of this
transaction. At the closing, JOE J. REYNOLDS shall execute and
deliver to Buyer a Security Agreement and such other
documentation as may be necessary to perfect Buyer's security
interest in said securities, and in the event Seller should fail
to deliver the quantities of gas required under the initial sale
to the Buyer within five (5) years from the closing date, then
Buyer shall be entitled to all rights and remedies of a Secured
Party under the Uniform Commercial Code as adopted in the State
of Texas to recover, from the pledged securities, the amount of
any deficiency, calculated at the price provided in this
Contract, with interest at 10% per annum from the closing date .
It is understood that JOE J. REYNOLDS shall have no personal
obligation to pay any deficiency and the Buyer shall look solely
to the collateral pledged for the recovery of such deficiency.
Upon delivery of the initial 338,000 MMBtu of gas to Buyer, it
shall release its security interest and said collateral.
12.2 As security for the performance of the Seller's obligations
to pay all operating expenses in connection with the leases
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comprising the Dedicated Property, it is agreed that Buyer may,
in its discretion, pay any operating expenses which are not paid
by the Seller, in order to protect the interest of the Buyer in
the gas which is the subject of this Contract, and in the event
of any such payment, Buyer shall be entitled to credit, with
interest from the date of payment at 10% per annum, against the
purchase price of any gas delivered to the Buyer pursuant to this
Contract subsequent to such payment.
12.3 At closing, Seller shall execute and deliver to Buyer a Deed
of Trust, Security Agreement and Assignment of Production in form
and substance acceptable to the Buyer, covering the Dedicated
Property, for the purpose of securing Seller's performance of all
obligations imposed on the Seller under this Contract. Upon
delivery to Buyer of all gas to which it is entitled and for
which it has previously paid under the terms of this contract,
Buyer will execute and deliver to Seller a release of lien
required herein.
ARTICLE XIII
NOTICES
Until otherwise notified in writing, any notice, request,
demand, payment, statement or other communication provided for in
this Contract shall be addressed as set forth below:
SELLER: CHOCTAW PARTNERS
2333 - 50th Street
Suite 4
Lubbock, Texas 79412
BUYER: CITY OF LUBBOCK
LUBBOCK POWER & LIGHT
P. 0. Box 2000
Lubbock, Texas 79457
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ARTICLE XIV
CLOSING
This transaction shall be closed on or before November ----,
1988. At the closing, the Seller shall deliver to the Buyer
documents evidencing the sale to Buyer of the net gas reserves,
pursuant to this contract, acceptable to counsel for the Buyer,
and the Buyer shall pay to the Seller the cash consideration as
provided herein. The closing of this transaction by the Buyer is
conditioned upon the Buyer being satisfied as to the existence of
the net gas reserves as represented in this agreement and the
Seller's title to such net gas reserves.
ARTICLE XV
SURVIVAL OF AGREEMENTS
----------------------
All agreements, warranties and covenants contained in this
Contract shall survive the closing and remain in full force and
effect until the full performance thereof.
ARTICLE XVI
MAXIMUM TERM OF CONTRACT
------------------------
Notwithstanding anything to the contrary herein, this
agreement and all obligations thereunder (except accrued and
unperformed obligations) shall terminate upon the expiration of
twenty (20) years from the date of closing.
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Resolution #2972
ARTICLE XVII
BINDINGEFFECT
This agreement shall be binding on the parties hereto, their
heirs, legal representatives, successors and assigns.
EXECUTED this 8t h d a y of December ----------- , 1988.
ATTEST: THE CITY OF LUBBOCK
y
B� Mayor Pro Tem
�.�
— -- -- — --- — -----------------------------
Ran tte Boyd, Cit Secretary for C. McMINN, Mayor
"BUYER"
CHOCTAW PARTNERS,
A Texas Limited Pert er hip
a
"S-ELLER"
APPROVED AS TO FORM:
Zj, S). jk vo ri
-- -�
APPROVED AS TO CONTENT:
y
THE STATE OF TEXAS ¢
COUNTY OF LUBBOCK ¢
This instrument was acknowledged before me on the f-- day
-15-
of 1988, by Joan.Baker, Mayor ProTem of the CITY OF
LUBBOCK; en_behalf of said CITY OF LUBBOCK.
------------ R--L-
Notary Public
State of Texas
THE STATE OF TEXAS ¢
COUNTY OF LUBBOCK ¢
My Commission Expires:
MY COMAINSSION EXPIRES
NOVEMBER 30, 1939
OLIVIA R. SOLIS
This instrument was acknowledged before me on the .s 4 day
of ____1,,�( ______ , 1988, by �,�_ ���t�--z ---, Partner
of CHOCTAW PARTNERS, a Texas General Part&ership on behalf of
said partnership.
NOTARY PUBLIC
-----------
State of Texas
My Commission Expires:--
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CITY OF LUBBOCK
LUBBOCK, TEXAS
LUBBOCK TEXAS
B. C. °PECK" McMINN
MAYOR
June 28, 1990
Choctaw Partners
Attn: Joe Reynolds
2124 Broadway
Lubbock, Texas
Dear Sir:
In accordance with Article XI, Section 11.1 of the Gas Purchase Contract dated
December 8, 1988 between Choctaw Partners and the City of Lubbock, the City
has the option until December 31, 1990, to purchase up to 2,000,000 MMbtu of
additional gas from Choctaw Partners under the same terms and conditions as
the original purchase.
This letter is to inform you of the City of Lubbock's intent to exercise the
option to purchase additional gas on a well by well basis. Prior to Choctaw
Partners drilling or acquiring future wells, Choctaw would notify the City,
and the City would have the option of purchasing gas from said well. Upon
acceptance, payment would be made as provided in the Gas Purchase Contract.
Subject to availability of funding, the City expects to acquire the entire
2,000,000 MMbtu of additional gas, however, if the City decides, in its sole
judgement, not to accept additional gas, then an amount less than the
2,000,000 MMbtu would be added to the original purchase amount.
If you concur with the concepts presented above, please indicate your
understanding by signing this letter in the space provided and return it to my
office.
We look forward to continuing the purchase of this gas.
Sincerely,
B.C. McMinn
Mayor
We cor3Kr with � e uy(ders�andings presented in this letter.
:tt7iA1�1 " -
3..pate, Time, ►dumber and Filing
Office(Filing Officer's Use Only)
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1. Debtor(s) Name and Mailing Address: (Do not abbreviate)
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JOEl Jack Reynolds
'2333 -' 56Ch treet
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Lutibock, Tex' s -79412
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2.: Secured Party(ies) Name and Mailing Address. _
4. Assignee Nome bnd Man' Address:
'the;. City of tutibock
Lubbock Patdet Light
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P. 0. Box Z 01
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Lubbock:, Texts'', 79457
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5. Thit.Financiitg Statement cove}s the following f ypes (or items) of property.
WARll If is.cr fixtures, timber or instructions
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All contract r9 ghts .Of . the Debtor in future
coimstisisioris ;and des under ally Agency
Agreement 16: iween the Debtor and Massachusetts' Mutual' alnsurande Company, or its
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Check only
Products of collateral are also covered.
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If applicable
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ThFi ancing Statement Is to be filed for record
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�eal estate records. Number of.additional
sheets
jaresente"J
61-This Financing State
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signed by the Secured Party Instead of the
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to perfe
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+a security��
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to a security interest in another jurisdiction when i was
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state, or.wher the debtor's location was clanged to this state, or�
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fl TQ JACK RT?YN0T;'D-q
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Use whid:aver signatu a line
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- Signa re(s) of Deb sJ
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Financing Statement is ;6res me i to a Filing Officer for filing pursuant to the Uniform Comr
iereI'at ode1,
k o fl 168t
RT GRAPHICS. P. Q BOX M AUSTIN, TEXAS 79W
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filing Officer coot'
8TANDA
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1988 OFFICE OF THE SECRETARY OF STATE OF TEXAS'
3: Date, Time, Number and Filing Office. (Filing Officer's -Use Only)
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1.
c .-CY OF TEXAS
I _ 1. Debtor(s) Name and Mailing' Address: (Do not abbreviate)
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J®E JACK REYNOLDS Microfilm Index Nurrlber (Filing Pff er's Use Only)
2333-50th Street
Lubbock, TeAs 79412
4. This statement refers to original
Financing Statement No. M482.5
2. Secured Party of Record and Mailing Address: Date filed January 9. 198 9 ,1g
THE CITY OF LUBBOCK
LUBBOCK POWER & LIGHT
Pr O. Box 2000 Check only ❑ This Financing Statement Change is to be filed for
Lubbock, Texas 79457 if applicable record in the real estate records. Number of
additional sheets presented
A AMENDMENT —The Financing Statement bearing the file number shown above in Item 4 is amended as set forth below in Item 6 below. See instruction
❑ 2 on back of form for additional information.
I
B. ❑TOTAL ASSIGNMENT —All of Secured Party's rights under the Financing Statement have been assigned to the Assignee whose name and address
are set forth in Item 6 below. I
PARTIAL ASSIGNMENT —Some of Secured Party's rights under the Financing Statement have been assigned to the Assignee whose name and address
C. are set forth in Item 6 below. A description of the collateral subject to the assignment is also set forth in Item 6 below.
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D CONTINUATION —The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number and date shown
above is continued. A Continuation Statement may be filed by #kq-Secured Party within six months prior to .the expiration date. i
E. ❑PARTIAL RELEASE —The Secured Party releases the following, collateral described in Item 6 below which is described in the Financing Statement
bearing the file number shown above.
4
F. TERMINATION —The Secured Party(es)of record no longer, claims a security -interest under the Financing Statement bearing the file number. shown
g above.
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This Statement is presented to a Filing Officer for filing pursi Ot to the iWiform Oominercial Code —The Odee Company, P.O. sox 550488, Dallas, Texas 75355 aw t
(2) ]Filing Officer Copy—Acknowledgliont STANDARD , ORM— FORM UCC-3 (Rev. 811/87) 01986 OFFICE OF THE SECRETARY OF STATE OF1TEXA:
A - NEW UQG3 PROCESSING PROCEDURE
Effective July 2, 1990, the Uniform Commercial Code Section began applying amendment
numbers to UCC-3 filings for inteMal filing and control 1uWoses only, Filings must continue ' to
reference the original financing statement to which the UCC-3 relates.
Wallis N. Bogus, Director
Uniform Commercial Code Section
August 1, 1990