Exhibit
10.18(a)


 


INDEMNIFICATION
AGREEMENT


 


This Agreement is made effective as of the January 1,
2003, by and between Equitable Resources, Inc., a Pennsylvania corporation (the
“Company”) and Randall L. Crawford (the “Indemnitee”), a director and/or officer
of the Company.


 


WHEREAS,
it is essential that the Company retain and attract as directors and officers
the most capable persons available; and


 


WHEREAS,
Indemnitee is a director and/or officer of the Company and in that capacity is
performing a valuable service for the Company; and


 


WHEREAS,
Company Bylaws (the “Bylaw”) contain a provision which provides for
indemnification of and advancement of expenses to the directors and officers of
the Company for liabilities and expenses they incur in their capacities as
such, and the Bylaws and the applicable indemnification statutes of the
Commonwealth of Pennsylvania provide that they are not exclusive; and


 


WHEREAS,
in recognition of Indemnitee’s need for protection against personal liability
in order to enhance Indemnitee’s continued service to the Company in an
effective manner, the potential difficulty in obtaining satisfactory Directors
and Officers Liability Insurance (“D & O Insurance”) coverage, and
Indemnitee’s reliance on the Bylaws, and in part to provide Indemnitee with
specific contractual assurance that the protection promised by the Bylaws will
be available to Indemnitee (regardless of, among other things, any amendment to
or revocation of the Bylaws or any change in the composition of the Company’s
Board of Directors or acquisition transaction relating to the Company), the
Company desires to provide in this Agreement for the indemnification of and the
advancing of expenses to Indemnitee to the fullest extent permitted by law and
as set forth in this Agreement, and, to the extent insurance is maintained, for
the continued coverage of Indemnitee under the Company’s D & O Insurance
policies.


 


NOW,
THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, another
enterprise, and intending to be legally bound hereby, the parties hereto agree
as follows:


 


1.             Indemnity of
Indemnitee.


 


(a)           The
Company shall indemnify and hold harmless the Indemnitee against any and all
reasonable expenses, including fees and expenses of counsel, and any and all
liability and loss, including judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter “a proceeding”) and whether or not by or in the right of the
Company or otherwise, to which the Indemnitee is, was or at any time becomes a
party, or is threatened to be made a party or is involved (as a witness or
otherwise) by reason of the fact that Indemnitee is or was a


 

















 


director or officer of the Company or is or was serving at the request
of the Company as director, officer, employee, trustee or representative of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity or in
any other capacity while serving as a director, officer, employee, trustee or
representative, unless the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness; provided, however, that the Company shall indemnify the
Indemnitee in connection with a proceeding (or part thereof) initiated by the
Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to
indemnification under this Agreement or otherwise) prior to a Change of
Control, as defined in Section 2(e), only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Company.


 


(b)           Subject
to the foregoing limitation concerning certain proceedings initiated by the
Indemnitee prior to a Change of Control, the Company shall pay the expenses
(including fees and expenses of counsel) incurred by Indemnitee in connection
with any proceeding in advance of the final disposition thereof promptly after
receipt by the Company of a request therefor stating in reasonable detail the
expenses incurred or to be incurred.


 


(c)           If
a claim under paragraph (a) or (b) of this section is not paid in full by the
Company within forty-five (45) days after a written claim has been received by
the Company, the Indemnitee may, at any time thereafter, bring suit against the
Company to recover the unpaid amount of the claim.  The burden of proving that indemnification or advances are not
appropriate shall be on the Company. 
The Indemnitee shall also be entitled to be paid the expenses of
prosecuting such claim to the extent he or she is successful in whole or in
part on the merits or otherwise in establishing his or her right to
indemnification or to the advancement of expenses.  The Company shall pay such fees and expenses in advance of the
final disposition of such action on the terms and conditions set forth in
Section 1(b).


 


2.             Maintenance of
Insurance and Funding.


 


(a)           The
Company represents that a summary of the terms of the policies of D&O
Insurance in effect as of the date of this Agreement is attached hereto as
Exhibit A (the “Insurance Policies”).


 


Subject only to the provisions of Section 2(b) hereof,
the Company agrees that, so long as Indemnitee shall continue to serve as an
officer or director of the Company (or shall continue at the request of the
Company to serve as a director, officer, employee, trustee or representative of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan) and thereafter so
long as Indemnitee shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact that Indemnitee was a director or officer of
the Company (or served in any of said other capacities), the Company shall
purchase and maintain in effect for the benefit of Indemnitee one or more
valid, binding and enforceable policy or policies of D & O Insurance
providing coverage at least comparable to that provided pursuant to the
Insurance Policies.


 


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(b)           The
Company shall not be required to maintain said policy or policies of D & O
Insurance in effect if, in the reasonable, good faith business judgment of the
then Board of Directors of the Company (i) the premium cost for such insurance
is substantially disproportionate to the amount of coverage, (ii) the coverage
provided by such insurance is so limited by exclusions that there is insufficient
benefit from such insurance or (iii) said insurance is not otherwise reasonably
available; provided, however, that in the event the then Board of Directors
makes such a judgment, the Company shall purchase and maintain in force a
policy or policies of D & O Insurance in the amount and with such coverage
as the then Board of Directors determines to be reasonably available.  Notwithstanding the general provisions of
this Section 2(b), following a Change of Control, any decision not to maintain
any policy or policies of D & O Insurance or to reduce the amount or
coverage under any such policy or policies shall be effective only if there are
Disinterested Directors (as defined in Section 2(e) hereof) and shall require
the concurrence of a majority of the Disinterested Directors.


 


(c)           If
and to the extent the Company, acting under Section 2(b), does not purchase and
maintain in effect the policy or policies of D & O Insurance described in
Section 2(a), the Company shall indemnify and hold harmless the Indemnitee to
the full extent of the coverage which would otherwise have been provided by
such policies.  The rights of the
Indemnitee hereunder shall be in addition to all other rights of Indemnitee
under the remaining


provisions of this Agreement.


 


(d)           In
the event of a Potential Change of Control or if and to the extent the Company
is not required to maintain in effect the policy or policies of D & O
Insurance described in Section 2(a) pursuant to the provisions of Section 2(b),
the Company shall, upon written request by Indemnitee, create a “Trust” for the
benefit of Indemnitee and from time to time, upon written request by
Indemnitee, shall fund such Trust in an amount sufficient to pay any and all
expenses, including attorneys’ fees, and any and all liability and loss,
including judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement actually and reasonably incurred by him or on his
behalf for which the Indemnitee is entitled to indemnification or with respect
to which indemnification is claimed, reasonably anticipated or proposed to be
paid in accordance with the terms of this Agreement or otherwise; provided that
in no event shall more than $100,000 be required to be deposited in any Trust
created hereunder in excess of the amounts deposited in respect of reasonably
anticipated expenses, including attorneys’ fees.  The amounts to be deposited in the Trust pursuant to the
foregoing funding obligation shall be determined by a majority of the
Disinterested Directors whose determination shall be final and conclusive.


 


The terms of the Trust shall provide that upon a
Change of Control (i) the Trust shall not be revoked or the principal thereof
invaded, without the written consent of the Indemnitee, (ii) the Trust shall
advance, within two business days of a request by the Indemnitee, any and all
expenses, including attorneys’ fees, to the Indemnitee (and the Indemnitee
hereby agrees to reimburse the Trust under the circumstances under which the
Indemnitee would be required to reimburse the Company under Section 5 of this
Agreement), (iii) the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, (iv) the Trustee shall
promptly pay to the Indemnitee all amounts for which the Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise, and (v)
all unexpended


 


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funds in such Trust shall revert to the Company upon a final
determination by a majority of the Disinterested Directors or a court of
competent jurisdiction, as the case may be, that the Indemnitee has been fully
indemnified under the terms of this Agreement. 
The Trustee shall be a bank or trust company or other individual or
entity chosen by the Indemnitee and reasonably acceptable and approved of by
the Company.


 


(e)           For
the purposes of this Agreement:


 


(i)                                     a
“Change of Control” shall mean any of the following events (each of such
events being herein referred to as a “Change of Control”):


 


A.                                   The
sale or other disposition by the Company of all or substantially all of its
assets to a single purchaser or to a group of purchasers, other than to a
corporation with respect to which, following such sale or disposition, more
than eighty percent (80%) of, respectively, the then outstanding shares of
Company common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of the Board of
Directors is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Company common stock and the combined
voting power of the then outstanding voting securities immediately prior to
such sale or disposition in substantially the same proportion as their
ownership of the outstanding Company common stock and voting power immediately
prior to such sale or disposition;


 


B.                                     The
acquisition in one or more transactions by any person or group, directly or indirectly,
of beneficial ownership of twenty percent (20%) or more of the outstanding
shares of Company common stock or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of the Board of Directors; provided, however, that any acquisition by
(x) the Company or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
subsidiaries or (y) any person that is eligible, pursuant to Rule 13d-1(b)
under the Exchange Act (as such rule is in effect as of November 1, 1995) to
file a statement on Schedule 13G with respect to its beneficial ownership of
Company common stock and other voting securities, whether or not such person shall
have filed a statement on Schedule 13G, unless such person shall have filed a
statement on Schedule 13D with respect to beneficial ownership of fifteen
percent or more of the Company’s voting securities, shall not constitute a
Change of Control;


 


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C.                                     The
Company’s termination of its business and liquidation of its assets;


 


D.                                    There
is consummated a merger, consolidation, reorganization, share exchange, or
similar transaction involving the Company (including a triangular merger), in
any case, unless immediately following such transaction:  (i) all or substantially all of the persons
who were the beneficial owners of the outstanding common stock and outstanding
voting securities of the Company immediately prior to the transaction
beneficially own, directly or indirectly, more than 60% of the outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of the
corporation resulting from such transaction (including a corporation or other
person which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets through one or more subsidiaries (a “Parent
Company”)) in substantially the same proportion as their ownership of the
common stock and other voting securities of the Company immediately prior to
the consummation of the transaction, (ii) no person (other than the Company,
any employee benefit plan sponsored or maintained by the Company or, if
reference was made to equity ownership of any Parent Company for purposes of
determining whether clause (i) above is satisfied in connection with the
transaction, such Parent Company) beneficially owns, directly or indirectly, 20%
or more of the outstanding shares of common stock or the combined voting power
of the voting securities entitled to vote generally in the election of
directors of the corporation resulting from such transaction and (iii)
individuals who were members of the Company’s Board of Directors immediately
prior to the consummation of the transaction constitute at least a majority of
the members of the board of directors resulting from such transaction (or, if
reference was made to equity ownership of any Parent Company for purposes of
determining whether clause, (i) above is satisfied in connection with the
transaction, such Parent Company); or


 


E.                                      The
following individuals cease for any reason to constitute a majority of the
number of directors then serving: 
individuals who, on the date hereof, constitute the entire Board of
Directors and any new director (other than a director whose initial assumption
of office is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s shareholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors on the


 


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date hereof or whose
appointment, election or nomination for election was previously so approved.


 


(ii)                                  a
“Disinterested Director” means any member of the Board of Directors of
the Company who is unaffiliated with, and not a representative of, an
Interested Shareholder and who was a member of the Board of Directors prior to
the time that the Interested Shareholder became an Interested Shareholder or
became a member subsequently to fill a vacancy created by an increase in the
size of the Board of Directors and did receive the favorable vote of two-thirds
(2/3) of the Disinterested Directors in connection with being nominated for
election by the shareholders to fill such vacancy or in being elected by the
Board of Directors to fill such vacancy, and any successor of a Disinterested
Director who is unaffiliated with, and not a representative of, the Interested
Shareholder and is recommended or elected to succeed a Disinterested Director
by a majority of the Disinterested Directors then on the Board of Directors.


 


(iii)                               “Interested
Shareholder” means any person (other than the Company or any subsidiary of
the Company and other than any profit sharing, employee stock ownership, or
other employee benefit plan of the Company or any subsidiary of the Company or
any trustee of or fiduciary with respect to any such plan when acting in such
capacity) who or which:


 


A.                                   is
at such time the beneficial owner, directly or indirectly, of more then ten
percent (10%) of the voting power of the outstanding common stock of the
Company;


 


B.                                     was
at any time within the two-year period immediately prior to such time the
beneficial owner, directly or indirectly, of more than ten percent (10%) of the
voting power of the then outstanding common stock of the Company;


 


C.                                     is
at such time an assignee of or has otherwise succeeded to the beneficial
ownership of any shares of common stock of the Company which were at any time
within the two-year period immediately prior to such time beneficially owned by
any Interested Shareholder, if such assignment or succession has occurred in
the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933, as amended.


 


(iv)                              a “person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government (or any
subdivision, department, commission or agency thereof), and includes without
limitation any “person”, as such term is used in Sections 13(d) of 14(d) of the
Securities Exchange Act of 1934, as amended.


 


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(v)                                 a
“Potential Change of Control” shall occur if:


 


A.                                   the
Company enters into an agreement or arrangement the consummation of which would
result in the occurrence  of a Change of
Control;


 


B.                                     any
Person (including the Company) publicly announces an intention to take or to
consider taking actions which if consummated would constitute a Change in
Control; or


 


C.                                     the
Board of Directors of the Company adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change of Control has occurred.


 


3.             Continuation of
Indemnity.


 


The Company’s obligations hereunder shall be
applicable to any and all claims made after the date hereof regardless of when
the facts upon which such claims are based occurred, including times prior to
the date hereof.  All agreements and
obligations of the Company contained in this Agreement shall continue during
the period the Indemnitee is a director or officer of the Company (or is or was
serving at the request of the Company as a director, officer, employee, trustee
or representative of another corporation, partnership, joint venture, trust or
other enterprise, including any employee benefit plan) and shall continue
thereafter so long as the Indemnitee shall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative, by reason of the fact that the Indemnitee was a
director or officer of the Company or serving in any other capacity referred to
herein.


 


4.             Contribution.


 


 The full
indemnification provided in Section 2 hereof may not be paid to an Indemnitee
because  such indemnification is
prohibited by law, then in respect of any actual or threatened proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in
such proceeding) the Company shall contribute to the amount of expenses
incurred by the Indemnitee for which indemnification is not available in such
proportion as is appropriate to reflect (i) the relative benefits received by
the Company on the one hand and the Indemnitee on the other hand from the
transaction from which such proceeding arose and (ii) the relative fault of the
Company and the Indemnitee, as well as any other relevant equitable
considerations.  The relative fault of
the Company (which shall be deemed to include its other directors, officers and
employees) on the one hand and of the Indemnitee on the other hand shall be
determined by reference to, among other things, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such expenses. 
The Company agrees that it would not be just and equitable if
contribution pursuant to this section were determined by any method of
allocation which does not take account of the foregoing equitable
considerations.


 


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5.             Notification and
Defense of Claim.


 


As soon as practicable after receipt by the Indemnitee
of actual knowledge of any action, suit or proceeding, the Indemnitee shall
notify the Company thereof if a claim in respect thereof may be or is being
made by the Indemnitee against the Company under this Agreement; provided, that
the failure of the Indemnitee to give such notice shall not relieve the Company
of its obligations hereunder except to the extent the Company is actually
prejudiced by such failure.  With
respect to any action, suit or proceeding as to which the Indemnitee has so
notified the Company:


 


(a)           The
Company will be entitled to participate therein at its own expense; and


 


(b)           Except
as otherwise provided below, the Company may assume the defense thereof, with
counsel reasonably satisfactory to the Indemnitee. After the Company notifies
the Indemnitee of its election to so assume the defense, the Company will not
be liable to the Indemnitee under this Agreement for any legal or other
expenses subsequently incurred by the Indemnitee in connection with the
defense, other than reasonable costs of investigation, including an
investigation in connection with determining whether there exists a conflict of
interest of the type described in (ii) of this paragraph, or as otherwise
provided in this paragraph. The Indemnitee shall have the right to employ his
or her counsel in such action, suit or proceeding but the fees and expenses of
such counsel incurred after the Company notifies the Indemnitee of its
assumption of the defense shall be at the expense of the Indemnitee unless (i)
the Company authorizes the Indemnitee’s employment of counsel, provided, that
following a Change of Control, the Indemnitee shall be entitled to employ his
or her own counsel at the Company’s expense after giving not less than 30 days’
notice to the Company unless a majority of the Disinterested Directors
determine that the Indemnitee’s interests are adequately represented by the
counsel employed by the Company; (ii) the Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the
Indemnitee in the conduct of the defense or (iii) the Company shall not have
employed counsel to assume the defense of such action, in each of which cases
the fees and expenses of counsel shall be at the expense of the Company. The
Company shall not be entitled to assume the defense of any action, suit or
proceeding brought by or on behalf of the Company or as to which the Indemnitee
shall have made the conclusion described in (ii) of this paragraph.


 


(c)           The
Company shall not be obligated to indemnify the Indemnitee under this Agreement
for any amounts paid in settlement of any action or claim effected without its
written consent. The Company shall not settle any action or claim in any manner
which would impose any penalty or limitation on the Indemnitee without the
Indemnitee’s written consent. Neither the Company nor the Indemnitee shall
unreasonably withhold their consent to any proposed settlement.


 


6.             Undertaking to
Repay Expenses.


 


In the event it shall ultimately be determined that
the Indemnitee is not entitled to be indemnified for the expenses paid by the
Company pursuant to Section 1(b) hereof or otherwise or was not entitled to be
fully indemnified, the Indemnitee shall repay to the Company such


 


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amount of the expenses or the appropriate portion thereof, so paid or
advanced.  Indemnitee shall reimburse
the Company for any amounts paid by the Company as indemnification of
expenses  to the extent Indemnitee
receives payment for the same expenses from any insurance carrier or from
another party.


 


7.             Notice.


 


Any notice to the Company shall be directed to
Equitable Resources, Inc., 301 Grant Street, One Oxford Centre Suite 3300,
Pittsburgh, Pennsylvania 15219-1410, Attention:  Corporate Secretary (or such other address as the Company shall
designate in writing to the Indemnitee).


 


8.             Enforcement.


 


In the event the Indemnitee is required to bring any
action to enforce rights or to collect monies due under this Agreement, the
Company shall pay to the Indemnitee the fees and expenses incurred by the
Indemnitee in bringing and pursuing such action if the Indemnitee is
successful, in whole or in part, on the merits or otherwise, in such
action.  The Company shall pay such fees
and expenses in advance of the final disposition of such action on the terms
and conditions set forth in Section 1(b).


 


9.             Severability.


 


If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever:


 


(a)           the
validity, legality and enforceability of the remaining provisions of this
Agreement (including without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby; and


 


(b)           to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.


 


10.           Indemnification
Under this Agreement Not Exclusive.


 


(a)           The
indemnification provided by this Agreement shall not be deemed exclusive of any
other rights to which the Indemnitee may be entitled under the Articles of
Incorporation of the Corporation or its Bylaws, any other agreement, any vote
of stockholders or directors, or otherwise, both as to action in the
Indemnitee’s official capacity and as to action in another capacity while
holding such office.  The protection and
rights provided by this Agreement and all of such other protections and rights
are intended to be cumulative.


 


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(b)           It
is the intention of the parties in entering into this Agreement that the
insurers under any D & O Insurance policy shall be obligated ultimately to
pay any claims by Indemnitee which are covered 
by such policy or to give such insurers any rights against the Company
under or with respect to this Agreement, including, without limitation, any
right to be subrogated to any of Indemnitee’s right hereunder, unless otherwise
expressly agreed to by the Company in writing and the obligation of such
insurers to the Company or Indemnitee shall not be deemed reduced or impaired
in any respect by virtue of the provisions of this Agreement.


 


11.           Miscellaneous.


 


(a)           This
Agreement shall be interpreted and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.


 


(b)           This
Agreement shall be binding upon the Indemnitee and upon the Company, its
successors and assigns, and shall inure to the benefit of the Indemnitee and
his or her heirs, executors, personal representatives and assigns, and to the
benefit of the Company, its successors and assigns.  If the Company shall merge or consolidate with another
corporation or shall sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to one or more persons or groups (in one transaction
or series of transactions), (i) the Company shall cause the successor in the
merger or consolidation or the transferee of the assets that is receiving the
greatest portion of the assets or earning power transferred pursuant to the
transfer of the assets, by agreement in form and substance satisfactory to the
Indemnitee, to expressly assume all of the Company’s obligations under and
agree to perform this Agreement, and (ii) the term “Company” whenever used in
this Agreement shall mean and include any such successor or transferee .


 


(c)           No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both of the parties hereto.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on
and as of the day and year first above written.


 


	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Charlene Petrelli

  
	
   

  	
  Charlene Petrelli

  
	
   

  	
  Vice President, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
    /s/ Randall L. Crawford

  
	
   

  	
  Randall L. Crawford

  



 


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