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IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER SB99-9821 ~ CALIFORNIA BANK & TRUST International Operations 550 South Hope Street, 3rd Floor Los Angeles, California 90071 S.W.I.F.T. CALBUS66 Standby Letter of Credit March 6, 2006 IRREVOCABLE STANDBY LETTER OF CREDIT NO. SB99-9821 BENEFICIARY: CITY OF CLEARWATER, FL 112 SOUTH OSCEOLA AVENUE CLEARWATER, FL 33756 ATTN: CITY ATTORNEY -PAM AKIN EXPIRATION: July 2, 2006 AMOUNT: USD2,137,500.00 Dear Sir/Madam: At the request of Church of Scientology Religious Trust, 6331 Hollywood Blvd., Los Angeles, CA 90028, we hereby establish our Irrevocable Standby Letter of Credit in your favor up to an aggregate amount of Two Million One Hundred Thirty Seven Thousand Five Hundred USDOLLARS (USD 2,137,500.00). This Credit is available for payment against presentation of your draft(s) at sight drawn on CALIFORNIA BANK & TRUST, bearing the ciause: "Drawn under Credit No. SB99-9821 of CALIFORNIA BANK & TRUST, Los Angeles, California" accompanied by the following documents: This original Letter of Credit and amendment(s) thereto, if any, which will be returned to you following our notation thereon of the amount of such draft drawn hereunder. If the amount of the draft is for the full amount of this Letter of Credit, the original Letter of Credit will be retained by us. Beneficiary's statement, signed by the City Manager or City Attorney, certifying: In connection with the construction of the Church of Scientology Ministerial Training and Pastoral Counseling Center (Center) in Clearwater, Florida, the owner has on or before December 31, 2000, failed to: 1) Pay to the City of Clearwater, Florida (City) a fee ofUSD4,500.00 per parking space as established by the City Commission (Parking Fee) for four hundred seventy five (475) parking spaces (the balance of the required parking), for a total payment to the City ofUSD2,137,500.00, or 2) Receive a building permit for construction ofthe balance of the required parking which will serve the center, or 3) Receive a building permit for construction of fewer spaces than the balance of the required parking, and pay the parking fee for the number of parking spaces fewer than the balance of the required parking, resulting in an aggregate parking fee payable to the City in the amount ofUSD __. Partial drawings are allowed. In the event of a drawing all original documents including original sight Draft must be dispatched in one lotby registered mail or courier services directly to California Bank & Trust, International Operations, 550 South Hope Street, 3rd Floor, Los Angeles, CA 90071. This Standby Letter of Credit expires at our counters at the close of business on the expiration date. IRREVOCABLE STANDBY LETTER OF CREDIT NO. SB99-9821 PAGE 2 .. If you have any questions concerning this transaction, please call us at (213) 593-2131, (213) 593-2130 or (213) 593-2123. We hereby agree with you that all draft(s) drawn under and in compliance with the terms of this letter of credit will be honored upon presentation to us as specified herein. THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAM1?J~:J,{ OF COMMERCE, PUBLICATION NO. 500. ",,,../...,,P"~- ) S;;lL/-' / \ Montoro : \ ,A.uthoriz}d Signature (:;,~:SH:;tant ViC8-Pregic';:sc!:',"c \.. ......./