EXHIBIT 10.2
First Amendment to Sixth Restated Loan Agreement dated as of November 20, 1998,
among Clayton Williams Energy, Inc., Warrior Gas Co., CWEI Acquisitions, Inc.,
Bank One, Texas, N.A., Paribas, Union Bank of California, N.A., and Compass Bank
FIRST AMENDMENT TO SIXTH RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO SIXTH RESTATED LOAN AGREEMENT (hereinafter referred
to as the "First Amendment") executed as of the 20th day of November, 1998, by
and among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the "CWE"),
WARRIOR GAS CO., a Texas corporation ("Warrior") (CWE and Warrior being
hereinafter sometimes collectively referred to as "Borrower"), CWEI
ACQUISITIONS, INC., a Delaware corporation (hereinafter referred to as
"Guarantor"), BANK ONE, TEXAS, N.A., a national banking association ("Bank
One"), PARIBAS, a French banking corporation ("Paribas"), Union Bank of
California, N.A. ("Union") and Compass Bank, an Alabama state bank ("Compass"),
Bank One, Paribas, Union Bank and Compass each in their capacity as a lender
hereunder together with each and every future holder of any note issued pursuant
to this Agreement are hereinafter collectively referred to as "Banks", and
individually as a "Bank") and Bank One, as "Agent".
W I T N E S S E T H:
WHEREAS, on July 16, 1998 Borrower, Guarantor, Bank One, Paribas and Agent
entered into a Sixth Restated Loan Agreement (the "Sixth Restated"); and
WHEREAS, the Borrower and the Banks have agreed to make certain changes to
the Sixth Restated and in order to facilitate certain of such changes Bank One
has agreed to assign a portion of its interest in the rights and obligations
under the Sixth Restated to Union and Compass (together the "New Banks") making
the New Banks parties to, and "Banks" under the Sixth Restated.
NOW, THEREFORE, the parties hereto agree as follows:
1. Unless otherwise defined herein, all defined terms used herein shall
have the same meaning ascribed to such terms in the Restated Loan Agreement.
2. Section 13(k) of the Sixth Restated Loan Agreement is hereby amended
by striking the words "and" after Section 13(k)(v) thereof, striking the "." at
the end of Section 13(k)(vi) and substituting "; and" in lieu thereof and by
adding the following new Subsection 13(k)(vii) thereto as follows:
"(vii) Guarantor's initial investment of $425,000 in Clayton
Williams Acquisition Partnership, Ltd. ("Acquisition") and additional
investments in Acquisition equal to one percent (1%) of all capital
contributions made to Acquisition by its general and limited partners, but
only to the extent such contributions are required by the partnership
agreement of Acquisition, provided that immediately before and after giving
effect to such additional investments no default or Event of Default shall
exist."
3. This First Amendment shall be effective as of the date first above
written, but only upon satisfaction of the conditions precedent set forth in
Paragraph 6 hereto (the "First Amendment Effective Date").
4. As of the First Amendment Effective Date, the Borrowing Base shall be
$57,000,000 and the Monthly Commitment Reduction shall be $0 per month until
both the Borrowing Base and the Monthly Commitment Reduction are redetermined
pursuant to Section 7(b) of the Sixth Restated; provided, however, that once the
JC Fazzino No. 1 Well in Robertson County, Texas (the "Well") is tested to the
satisfaction of Borrower and Bank, the Borrowing Base shall be increased to
$60,000,000.
5. Subject to the satisfaction of the conditions set forth herein and the
execution and delivery of an Assignment and Acceptance Agreement in the form of
Exhibit "A" attached hereto and incorporated herein by reference for all
purposes, Bank One shall sell and assign to the New Banks, without recourse or
warranty, and each New Bank shall purchase and assume from Bank One, the
interest set forth in the Assignment and Acceptance Agreement. By executing this
First Amendment, Borrower and Agent are each consenting to the assignment to the
New Banks of the interest specified in the Assignment and Acceptance Agreement,
such consent being required by the provisions of Section 28 of the Sixth
Restated.
6. The obligations of Banks under this First Amendment shall be subject
to the satisfaction of the following conditions precedent:
(a) EXECUTION AND DELIVERY. The Borrower shall have executed and
delivered this First Amendment, and other required documents, all in form
and substance satisfactory to the Banks;
(b) GUARANTOR'S EXECUTION AND DELIVERY. The Guarantor shall have
executed and delivered this First Amendment and other required documents,
all in form and substance satisfactory to the Banks;
(c) CORPORATE RESOLUTIONS. Banks shall have received appropriate
certified corporate resolutions of each Borrower and the Guarantor;
(d) GOOD STANDING AND EXISTENCE. The Banks shall have received
evidence of existence and good standing for Borrower and the Guarantor;
(e) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Borrower under the Sixth Restated are true and correct in all
material respects as of such date, as if then made (except to the extent
that such representations and warranties related solely to an earlier
date);
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(f) NO EVENT OF DEFAULT. No Event of Default shall have occurred and
be continuing nor shall any event have occurred or failed to occur which,
with the passage of time or service of notice, or both, would constitute an
Event of Default;
(g) OTHER DOCUMENTS. Each Bank shall have received such other
instruments and documents incidental and appropriate to the transaction
provided for herein as such Bank or its counsel may reasonably request, and
all such documents shall be in form and substance satisfactory to such
Bank; and
(h) LEGAL MATTERS SATISFACTORY. All legal matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory
to special counsel for Bank retained at the expense of Borrower.
7. Except to the extent its provisions are specifically amended, modified
or superseded by this First Amendment, the representations, warranties and
affirmative and negative covenants of the Borrower contained in the Sixth
Restated are incorporated herein by reference for all purposes as if copied
herein in full. The Borrower hereby restates and reaffirms each and every term
and provision of the Sixth Restated, as amended, including, without limitation,
all representations, warranties and affirmative and negative covenants. Except
to the extent its provisions are specifically amended, modified or superseded by
this First Amendment, the Sixth Restated, as amended, and all terms and
provisions thereof shall remain in full force and effect, and the same in all
respects are confirmed and approved by the Borrower and the Banks.
8. This First Amendment may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument.
9. The Guarantor hereby consents to the execution of this First Amendment
by the Borrower and reaffirms its guaranty of all of the obligations of the
Borrower to the Bank. Borrower and Guarantor acknowledge and agree that the
renewal, extension and amendment of the Loan Agreement shall not be considered a
novation of account or new contract but that all existing rights, titles,
powers, Liens, security interests and estates in favor of the Banks constitute
valid and existing obligations and Liens and security interests as against the
Collateral in favor of the Banks. Borrower and Guarantor confirm and agree that
(a) neither the execution of this First Amendment or any other Loan Document nor
the consummation of the transactions described herein and therein shall in any
way effect, impair or limit the covenants, liabilities, obligations and duties
of the Borrower and under the Loan Documents and (b) the obligations evidenced
and secured by the Loan Documents continue in full force and effect. Guarantor
hereby further confirms that it unconditionally guarantees to the extent set
forth in its Guaranty the due and punctual payment and performance of any and
all amounts and obligations owed by the Banks under the Sixth Restated or the
other Loan Documents.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to Sixth
Restated to be duly executed as of the date first above written.
BORROWER:
CLAYTON WILLIAMS ENERGY, INC.
a Delaware corporation
By: /s/ L. Paul Latham
------------------------------------------
L. Paul Latham, Executive Vice President
WARRIOR GAS CO.
a Delaware corporation
By: /s/ L. Paul Latham
------------------------------------------
L. Paul Latham, Vice President
GUARANTOR:
CWEI ACQUISITIONS, INC.
a Delaware corporation
By: /s/ L. Paul Latham
------------------------------------------
L. Paul Latham, Vice President
AGENT:
BANK ONE, TEXAS, N.A.
a national banking association
By: /s/ Wm. Mark Cranmer
------------------------------------------
Wm. Mark Cranmer, Vice President
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BANKS:
BANK ONE, TEXAS, N.A.
a national banking association
By: /s/ Wm. Mark Cranmer
------------------------------------------
Wm. Mark Cranmer, Vice President
PARIBAS
a French banking corporation
By: /s/ Brian M. Malone
------------------------------------------
Name: Brian M. Malone
----------------------------------------
Title: Director
---------------------------------------
By: /s/ A. David Dodd
------------------------------------------
Name: A. David Dodd
----------------------------------------
Title: Vice President
---------------------------------------
UNION BANK OF CALIFORNIA, N.A.
By: /s/ John A. Clark
------------------------------------------
Name: John A. Clark
----------------------------------------
Title: Vice President
---------------------------------------
COMPASS BANK
an Alabama state bank
By: /s/ Curtis R. Burchard
------------------------------------------
Name: Curtis R. Burchard
----------------------------------------
Title: Sr. Vice President
---------------------------------------
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EXHIBIT "A"
ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated as of November 20, 1998 is made between BANK ONE, TEXAS, N.A. ("Bank One")
(Bank One hereinafter sometimes referred to as the Assignor) and UNION BANK OF
CALIFORNIA, N.A. ("Union") and COMPASS BANK, an Alabama state bank ("Compass")
(Union and Compass are hereinafter referred to as the "Assignees").
RECITALS
WHEREAS, the Assignor is a party to that certain Sixth Restated Loan
Agreement dated as of July 16, 1998 by and among CLAYTON WILLIAMS ENERGY, INC.
(the "Company"), the "Guarantors", the Banks signatory thereto (the "Banks") and
BANK ONE, TEXAS, N.A., as Agent (in such capacity the "Agent") (unless otherwise
defined herein, capitalized terms used herein have the respective meanings
ascribed to them in the Credit Agreement);
WHEREAS, effective as of the date hereof the Company, the Guarantors, the
Banks and the Agent entered into a First Amendment to Loan Agreement to amend
certain provisions of the Loan Agreement.
WHEREAS, as provided under the Loan Agreement, Bank One and Paribas have
committed to make Revolving Loans and issue letters of credit (the "Committed
Loans") to the Company in aggregate amounts not to exceed $100,000,000 (the
"Revolving Commitment"), such Revolving Commitment being evidenced by two
Revolving Notes, one in the face amount of $75,000,000, payable to the order of
Bank One and one in the face amount of $25,000,000 payable to the order of
Paribas (the "Revolving Notes");
WHEREAS, Bank One and Paribas have made Committed Loans to the Company in
the aggregate principal amount of $48,700,000 on the Revolving Commitment; and
WHEREAS, the Assignor wishes to assign to the Assignees part of the rights
and obligations of the Assignor under the Loan Agreement in respect of its
Revolving Commitment, in an amount equal to $33,333,400 in total on the
Revolving Commitment (the "ASSIGNED AMOUNT") on the terms and subject to the
conditions set forth herein and the Assignees wish to accept assignment of such
rights and assume such obligations from the Assignor on such terms and subject
to such conditions;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
1. ASSIGNMENT AND ACCEPTANCE.
(a) Subject to the terms and conditions of this Assignment and
Acceptance , (i) the Assignor hereby sells, transfers and assigns to Union,
and (ii) Union hereby purchases, assumes and
undertakes from the Assignor, without recourse and without representation or
warranty (except as provided in this Assignment and Acceptance) 16.6667%
("Union's Percentage Share") of (A) the Revolving Commitment and the
Committed Loans of the Assignor, (B) the Note, and (C) all related rights,
benefits, obligations, liabilities and indemnities of the Assignor under and
in connection with the Loan Agreement and the Loan Documents.
(b) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sell, transfer and assign to the Compass,
and (ii) Compass hereby purchases, assumes and undertake from the Assignor,
without recourse and without representation or warranty (except as provided
in this Assignment and Acceptance) 16.667% (the "Compass' Percentage Share")
of (A) the Revolving Commitment and the Committed Loans of the Assignor, (B)
the Note, and (C) all related rights, benefits, obligations, liabilities and
indemnities of the Assignor under and in connection with the Loan Agreement
and the Loan Documents. Union's Percentage Share and Compass' Percentage
Share are hereinafter referred to collectively as the "Assignees' Percentage
Share".
(c) With effect on and after the Effective Date (as defined in Section 5
hereof), each Assignee shall be a party to the Loan Agreement and succeed to all
of the rights and be obligated to perform all of the obligations of a Bank under
the Loan Agreement, including the requirements concerning confidentiality and
the payment of indemnification, with a Revolving Commitment in an amount equal
to the Assigned Amount. Each Assignee agrees that it will perform in accordance
with its terms all of the obligations which by the terms of the Loan Agreement
are required to be performed by it as a Bank. It is the intent of the parties
hereto that the Revolving Commitment of the Assignor shall, as of the Effective
Date, be reduced by an amount equal to the Assigned Amount and the Assignor
shall relinquish their rights and be released from their obligations under the
Loan Agreement to the extent such obligations have been assumed by the
Assignees.
(d) After giving effect to the assignment and assumption set forth herein,
on the Effective Date, Union's Revolving Commitment will be $16,666,700 and
Compass' Revolving Commitment shall be $16,666,700.
(e) After giving effect to the assignment and assumption set forth herein,
on the Effective Date, the Bank One's Commitment will be $41,666,600 and
Paribas' Commitment will be $25,000,000.
(f) On the Effective Date, the Bank One's Commitment shall be evidenced by
a Revolving Note in the face amount of $41,666,600 and Paribas' Commitment shall
be evidenced by a Revolving Note in the face amount of $25,000,000.
(g) On the Effective Date, Union's Commitment shall be evidenced by a
Revolving Note in the face amount of $16,666,700 and Compass' Commitment shall
be evidenced by a Revolving Note in the face amount of $16,666,700.
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2. PAYMENTS.
(a) As consideration for the sale, assignment and transfer contemplated in
Section 1 hereof, the Union shall pay to the Bank One on the Effective Date in
immediately available funds an amount equal to $8,116,682.90, representing
Union's Pro Rata Part of the principal amount of all Committed Loans.
(b) As consideration for the sale, assignment and transfer contemplated in
Section 1 hereof, the Compass shall pay to the Bank One on the Effective Date in
immediately available funds an amount equal to $8,116,682.90, representing
Compass' Pro Rata Part of the principal amount of all Committed Loans.
3. REALLOCATION OF PAYMENTS. Any interest, fees and other payments
accrued to the Effective Date with respect to the Revolving Commitment, the
Committed Loans and the Notes shall be for the account of the Assignor. Any
interest, fees and other payments accrued on and after the Effective Date with
respect to the Assigned Amount shall be for the account of the Assignees. Each
Assignor and each Assignee agrees that it will hold in trust for the other party
any interest, fees and other amounts which it may receive to which the other
party is entitled pursuant to the preceding sentence and pay to the other party
any such amounts which it may receive promptly upon receipt.
4. INDEPENDENT CREDIT DECISION. Each Assignee (a) acknowledges that it
has received a copy of the Loan Agreement and the Schedules and Exhibits
thereto, together with copies of the most recent financial statements referred
to in Section 12(a) of the Loan Agreement, and such other documents and
information as it has deemed appropriate to make its own credit and legal
analysis and decision to enter into this Assignment and Acceptance; and (b)
agrees that it will, independently and without reliance upon the Assignor, the
Agent or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit and legal
decisions in taking or not taking action under the Loan Agreement.
5. EFFECTIVE DATE; NOTICES.
(a) As between the Assignor and the Assignee, the effective date for this
Assignment and Acceptance shall be November 20, 1998 (the "EFFECTIVE DATE");
PROVIDED that the following conditions precedent have been satisfied on or
before the Effective Date:
(i) this Assignment and Acceptance shall be executed and delivered
by the Assignor and the Assignees, together with the Notes;
(ii) the consent of the Agent and the Company required for an
effective assignment of the Assigned Amount by the Assignor to the Assignee
under Section 28 of the Loan Agreement shall have been duly obtained and
shall be in full force and effective as of the Effective Date (the consent
of the Company shall be evidenced by the execution and delivery of a
Revolving Note payable to the order of Assignees);
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(iii) the Assignee shall pay to the Assignor all amounts due to
the Assignor under this Assignment and Acceptance; and
(iv) the Assignor shall have assigned and the Assignees shall have
assumed a percentage equal to the each Assignee's Percentage Share of the
rights and obligations of the Assignor under the Loan Agreement (if such
agreement exists).
6. AGENT
(a) Each Assignee hereby appoints and authorizes Bank One to take such
action as agent on its behalf and to exercise such powers under the Loan
Agreement as are delegated to the Agent by the Banks pursuant to the terms of
the Loan Agreement.
(b) The Assignee shall assume no duties or obligations held by Bank One in
its capacity as Agent under the Loan Agreement.
7. WITHHOLDING TAX. Each Assignee (a) represents and warrants to the
Assignor, Agent and the Company that under applicable law and treaties no tax
will be required to be withheld by the Company with respect to any payments to
be made to either Assignee hereunder, (b) agrees to furnish (if it is organized
under the laws of any jurisdiction other than the United States or any State
thereof) to the Agent and the Company prior to the time that the Agent or
Company is required to make any payment of principal, interest or fees
hereunder, duplicate executed originals of either U.S. Internal Revenue Service
Form 4224 or U.S. Internal Revenue Service Form 101 (wherein the Assignee claims
entitlement to the benefits of a tax treaty that provides for a complete
exemption from U.S. federal income withholding tax on all payments hereunder)
and Form W-8 and agrees to provide new Forms 4224 or 1001 and Form W-8 upon the
expiration of any previously delivered form or comparable statements in
accordance with applicable U.S. law and regulations and amendments thereto, duly
executed and completed by each Assignee, and (c) agrees to comply with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption.
8. REPRESENTATIONS AND WARRANTIES.
(a) Each Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any Lien or other adverse claim; (ii) it is duly
organized and existing and it has the full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Loan Agreement, no further action by, or notice to, or filing with, any
Person is required of it for such execution, delivery or performance; and (iv)
this Assignment and Acceptance has been duly executed and delivered by it and
constitutes the
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legal, valid and binding obligation of the Assignor, enforceable against the
Assignor in accordance with the terms hereof, subject, as to enforcement, to
bankruptcy, insolvency, moratorium, reorganization and other laws of general
application relating to or affecting creditors' rights and to general
equitable principles.
(b) The Assignor make no representation or warranty and assume no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Loan Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Agreement or any other instrument or document furnished pursuant thereto. The
Assignor make no representation or warranty in connection with, and assume no
responsibility with respect to, the solvency, financial condition or statements
of the Company, or the performance or observance by the Company, of any of its
respective obligations under the Loan Agreement or any other instrument or
document furnished in connection therewith.
(c) Each Assignee represents and warrants that (i) it is duly organized
and existing and it has full power and authority to take, and has taken, all
action necessary to execute and deliver this Assignment and Acceptance any other
documents required or permitted to be executed or delivered by it in connection
with this Assignment and Acceptance, and to fulfill its obligations hereunder;
(ii) no notices to, or consents, authorizations or approvals of, any Person are
required (other than any already given or obtained) for its due execution,
delivery and performance of this Assignment and Acceptance; and apart from any
agreements or undertakings or filings required by the Loan Agreement, no further
action by, or notice to, or filing with, any Person is required of it for such
execution, delivery or performance; (iii) this Assignment and Acceptance has
been duly executed and delivered by it and constitutes the legal, valid and
binding obligation of each Assignee, enforceable against each such Assignee in
accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
relating to or affecting creditors' rights and to general equitable principles;
and (iv) it is an Eligible Assignee.
9. FURTHER ASSURANCES. The Assignor and the Assignees each hereby agree
to execute and deliver such other instruments, and take such other action, as
either party may reasonably request in connection with the transactions
contemplated by this Assignment and Acceptance, including the delivery of any
notices or other documents or instruments to the Company or the Agent, which may
be required in connection with the assignment and assumption contemplated
hereby.
10. MISCELLANEOUS.
(a) Any amendment or waiver of any provision of this Assignment and
Acceptance shall be in writing and signed by the parties hereto. No failure or
delay by either party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof and any waiver of any breach of the
provisions of this Assignment and Acceptance shall be without prejudice to any
rights with respect to any other or further breach thereof.
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(b) All payments made hereunder shall be made without any set-off or
counterclaim.
(c) The Assignor and each Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution and
performance of this Assignment and Acceptance.
(d) This Assignment and Acceptance may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
(e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS. The Assignor and each Assignee
each irrevocably submit to the non-exclusive jurisdiction of any State or
Federal court sitting in Texas over any suit, action or proceeding arising out
of or relating to this Assignment and Acceptance and irrevocably agree that all
claims in respect of such action or proceeding may be heard and determined in
such Texas State or Federal court. Each party to this Assignment and Acceptance
hereby irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding.
(f) THE Assignor AND THE ASSIGNEES EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AGREEMENT, ANY RELATED DOCUMENTS AND
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER
ORAL OR WRITTEN).
(g) Each Assignee hereby provides the administrative detail on Addendum 1
hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Assignor and the Assignees have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the data first above written.
ASSIGNOR:
BANK ONE, TEXAS, N.A.
By:
-----------------------------------
Wm. Mark Cranmer, Vice President
PARIBAS
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address:
ASSIGNEES:
UNION BANK OF CALIFORNIA, N.A.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address:
COMPASS BANK,
an Alabama state bank
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address:
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The undersigned hereby consent to the assignment and assumption described
in this Assignment and Acceptance.
AGENT:
BANK ONE, TEXAS, N.A.
By:
-----------------------------------
Wm. Mark Cranmer, Vice President
BORROWER:
CLAYTON WILLIAMS ENERGY, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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ADDENDUM 1 TO
ASSIGNMENT AND ACCEPTANCE AGREEMENT
The following administrative details apply to Union:
(A) Notice Address: ___________________________________
___________________________________
Assignee name: ___________________________________
Address: ___________________________________
___________________________________
___________________________________
Attention: ___________________________________
Telephone: _____( )_____________________
Telecopier: _____( )_____________________
Telex (Answerback): ___________________________________
(B) Payment Instructions:
Account No.: ___________________________________
At: ___________________________________
___________________________________
Reference: ___________________________________
Attention: ___________________________________
The following administrative details apply to Compass:
(A) Notice Address: ___________________________________
___________________________________
Assignee name: ___________________________________
Address: ___________________________________
___________________________________
___________________________________
Attention: ___________________________________
Telephone: _____( )_____________________
Telecopier: _____( )_____________________
Telex (Answerback): ___________________________________
(B) Payment Instructions:
Account No.: ___________________________________
At: ___________________________________
___________________________________
Reference: ___________________________________
Attention: ___________________________________