EX-10.19






Exhibit 10.19





 









 





			
	 	 	 
	C L I F F O R D
	 	CLIFFORD CHANCE WONG PTE LTD
	 	 	 
	C H A N C E
	 	EXECUTION COPY
	 	 	 
	W O N G	 	 






DATED 12 JANUARY 2009




MI ENERGY CORPORATION

as Assignor




and




STANDARD BANK ASIA LIMITED

as Security Trustee




 






ASSIGNMENT OF ZR GUARANTEE



 





 









 





CONTENTS




			
	Clause
	 	Page






	 	 	 	 	 	 	 
	1

	 	Definitions And Interpretation
	 	 	1	 
	 
	 	 	 	 	 	 
	2

	 	Covenant To Pay
	 	 	2	 
	 
	 	 	 	 	 	 
	3

	 	Assignment
	 	 	2	 
	 
	 	 	 	 	 	 
	4

	 	Notice Of Assignment
	 	 	2	 
	 
	 	 	 	 	 	 
	5

	 	Further Advances
	 	 	2	 
	 
	 	 	 	 	 	 
	6

	 	Assignor’s Representations
	 	 	3	 
	 
	 	 	 	 	 	 
	7

	 	Assignor’s Undertakings
	 	 	3	 
	 
	 	 	 	 	 	 
	8

	 	Enforcement
	 	 	4	 
	 
	 	 	 	 	 	 
	9

	 	Further Assurance
	 	 	4	 
	 
	 	 	 	 	 	 
	10

	 	Power Of Attorney
	 	 	5	 
	 
	 	 	 	 	 	 
	11

	 	Receiver
	 	 	5	 
	 
	 	 	 	 	 	 
	12

	 	Effectiveness Of Security
	 	 	5	 
	 
	 	 	 	 	 	 
	13

	 	Release Of Security
	 	 	6	 
	 
	 	 	 	 	 	 
	14

	 	Subsequent Interests And Accounts
	 	 	7	 
	 
	 	 	 	 	 	 
	15

	 	Currency Conversion
	 	 	7	 
	 
	 	 	 	 	 	 
	16

	 	Application Of Moneys
	 	 	7	 
	 
	 	 	 	 	 	 
	17

	 	Assignment
	 	 	7	 
	 
	 	 	 	 	 	 
	18

	 	Notices
	 	 	8	 
	 
	 	 	 	 	 	 
	19

	 	Law
	 	 	8	 
	 
	 	 	 	 	 	 
	20

	 	Enforcement
	 	 	8	 
	 
	 	 	 	 	 	 





			
	 	 	 
	Schedule
1      Form Of Notice Of Assignment
	 	9   











 









 











THIS ASSIGNMENT is made as a deed on 12 January 2009




BETWEEN:





	(1)	 	MI ENERGY CORPORATION, a corporation organised and existing under the laws
of the Cayman Islands and having an office at: c/o M&C Corporate Services Limited,
P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands (the “Assignor”); and
	 
	(2)	 	STANDARD BANK ASIA LIMITED as security trustee of the Secured Parties on the
terms and conditions set out in the Facility Agreement (the “Security Trustee” which
expression shall include any person for the time being appointed as trustee or as an
additional trustee for the purpose of and in accordance with the Facility Agreement).





IT IS AGREED as follows:





	1	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Assignment:
	 
	 	 	“Assigned Property” means the rights and property expressed to be assigned in Clause 3
(Assignment).
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of the Security Trustee provided
by this Assignment or by law.
	 
	 	 	“Facility Agreement” means the facility agreement dated 29 October 2007 between the
Company, as borrower, the Arranger, the Agent, the Security Trustee the Technical Bank, the
Account Bank and the Lenders (each as defined in that agreement) as the same was amended
pursuant to a waiver and amendment letter dated 23 November 2007 and as amended and
restated pursuant to a first amendment agreement dated 12 January 2009 (and as may be
further amended, restated, varied, novated or supplemented from time to time).
	 
	 	 	“Notice of Assignment” means a notice of assignment substantially in the form of the
Schedule.
	 
	 	 	“Secured Obligations” means all obligations at any time due, owing or incurred by any
Obligor to any Secured Party under the Finance Documents, whether present or future, actual
or contingent (and whether incurred solely or jointly and whether as principal or surety or
in some other capacity).
	 
	 	 	“ZR Guarantee” means the guarantee dated on or about the date of this Assignment by ZR in
favour of the Assignor in respect of Far East’s obligations to the Assignor under the
Interim Loan.






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	1.2	 	Terms defined in other Finance Documents
	 
	 	 	Unless defined in this Assignment or the context otherwise requires, a term defined in the
Facility Agreement or in any other Finance Document has the same meaning in this Assignment
or any notice given under or in connection with this Assignment, as if all references in
such defined terms to the Facility Agreement or other Finance Document were a reference to
this Assignment or such notice.
	 
	1.3	 	Construction
	 
	 	 	Clause 1.2 (Construction) of the Facility Agreement will apply as if incorporated in this
Assignment or in any notice given under or in connection with this Assignment, as if all
references in such Clauses to the Facility Agreement were a reference to this Assignment or
such notice.
	 
	1.4	 	Third party rights
	 
	 	 	A person who is not a party to this Assignment has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Assignment.
	 
	2	 	COVENANT TO PAY
	 
	 	 	The Assignor covenants with the Security Trustee to discharge each of the Secured
Obligations on their due date in accordance with their respective terms.
	 
	3	 	ASSIGNMENT
	 
	3.1	 	The Assignor assigns absolutely and with full title guarantee to the Security Trustee
all of its right, title and interest, present and future, in, under and to the ZR Guarantee,
without limitation, all present and future claims, causes of action, payments and
proceeds in respect thereof.
	 
	3.2	 	The Security Trustee shall not be under any obligation in relation to the ZR Guarantee
as a consequence of this Assignment and the Assignor shall at all times remain liable to
perform all obligations expressed to be assumed by it in respect of the ZR Guarantee.
	 
	4	 	NOTICE OF ASSIGNMENT
	 
	 	 	The Assignor shall promptly deliver to the Security Trustee a Notice of Assignment
duly executed by or on behalf of the Assignor and shall procure that the Notice of
Assignment is acknowledged by ZR.
	 
	5	 	FURTHER ADVANCES
	 
	 	 	Subject to the terms of the Facility Agreement the Lenders are under an obligation
to make further advances to the Assignor and that obligation shall be deemed to be
incorporated into this Assignment as if set out in this Assignment.









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	6	 	ASSIGNOR’S REPRESENTATIONS
	 
	 	 	The Assignor represents and warrants to the Security Trustee on the date specified
above and on each day for the duration of this Assignment that:






	 	(a)	 	the ZR Guarantee is in full force and effect, enforceable in accordance with
its terms and at the date specified above it is not in breach of any term or
condition of the ZR Guarantee;
	 
	 	(b)	 	there are no restrictions on the Assignor’s ability to assign all or any of its
rights under the ZR Guarantee or any of the other Assigned Property;
	 
	 	(c)	 	it is, and will be, the sole legal and beneficial owner of the Assigned
Property; and
	 
	 	(d)	 	other than by way of this Assignment or as permitted pursuant to the Facility
Agreement, it has not sold or otherwise disposed of, or created, granted or
permitted to subsist any security interest over, all or any of its right, title and
interest in the Assigned Property.






	7	 	ASSIGNOR’S UNDERTAKINGS
	 
	 	 	The Assignor undertakes to the Security Trustee for the duration of this Assignment
that it shall:






	 	(a)	 	not sell, assign, transfer or otherwise dispose of all or any part of the
Assigned Property;
	 
	 	(b)	 	not create, grant or permit to subsist any Security over all or any of its
right, title and interest in the Assigned Property;
	 
	 	(c)	 	promptly notify the Security Trustee of any circumstances which give rise, or
may reasonably be expected to give rise, to a claim on or under the Assigned
Property;
	 
	 	(d)	 	not vary, rescind or amend the ZR Guarantee except with the prior written
consent of the Security Trustee;
	 
	 	(e)	 	promptly comply with its obligations in respect of the ZR Guarantee;
	 
	 	(f)	 	not take or omit to take any action which might result in (i) the alteration or
impairment of any rights in the Assigned Property; (ii) any default of any of
its obligations in respect of the ZR Guarantee; (iii) any right to terminate the
ZR Guarantee becoming exercisable by the counterparty thereto; and
	 
	 	(g)	 	not exercise any rights of counterclaim or set-off arising in respect of the ZR
Guarantee.





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	8	 	ENFORCEMENT
	 
	8.1	 	After the occurrence of an Event of Default which is continuing, the security created
by or pursuant to this Assignment is immediately enforceable and the Security Trustee
may, without notice to the Assignor or prior authorisation from any court, in its
absolute discretion:






	 	(a)	 	exercise in relation to the ZR Guarantee all of the rights of an absolute owner;
	 
	 	(b)	 	assign any or all of the Assigned Property to any person on such terms as the
Security Trustee considers appropriate; and
	 
	 	(c)	 	collect, recover or compromise, and give a good discharge for, any moneys
paid or payable to the Assignor under or in respect of the Assigned Property,
and enforce (in any way whatsoever including, without limitation, by way of
instituting proceedings in the Assignor’s name) any rights or claims arising
under or in respect of the Assigned Property.






	8.2	 	The power of sale or other disposal in Clause 8.1 shall operate as a variation and
extension of the statutory power of sale under Section 101 of the Law of Property Act
1925 and such power shall arise (and the Secured Obligations shall be deemed due and
payable for that purpose) on execution of this Assignment. The restrictions contained
in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this
Assignment or to any exercise by the Security Trustee of its right to consolidate
mortgages or its power of sale.
	 
	8.3	 	A certificate in writing by an officer or agent of the Security Trustee that the power of
sale or disposal has arisen and is exercisable shall be conclusive evidence of that fact in
favour of a purchaser of all or any part of the Assigned Property.
	 
	9	 	FURTHER ASSURANCE
	 
	9.1	 	The Assignor shall promptly at its own cost do all such acts or execute all such
documents (including the execution and delivery of any Notice of Assignment) that the
Security Trustee may reasonably specify (and in such form as the Security Trustee may
require in favour of the Security Trustee or its nominee(s)) for the purpose of (a)
exercising the Collateral Rights, (b) securing and perfecting its security over or title to
all or any part of the Assigned Property or (c) facilitating any dealings by the Security
Trustee pursuant to the powers granted to the Security Trustee under this Assignment.
	 
	9.2	 	The Assignor shall as soon as practicable upon the execution of this Assignment enter
particulars of the security interests created pursuant to this Assignment in its register of
mortgages and charges to comply with section 54 of the Companies Law (as amended)
of the Cayman Islands.







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	10	 	POWER OF ATTORNEY
	 
	10.1	 	Appointment and powers






	 	(a)	 	The Assignor, by way of security, irrevocably appoints the Security Trustee to
be its attorney and in its name, on its behalf and as its act and deed to execute,
deliver and perfect all documents and do all things which the Assignor is
obliged to do under this Assignment but has failed to do that the Security
Trustee may consider to be necessary for (a) carrying out any obligation
imposed on the Assignor under this Assignment or (b) exercising any of the
Collateral Rights;
	 
	 	(b)	 	The Assignor shall ratify and confirm all things done and all documents
executed by the Security Trustee in the exercise of that power of attorney.






	10.2	 	Ratification
	 
	 	 	The Assignor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.
	 
	11	 	RECEIVER
	 
	11.1	 	After the occurrence of an Event of Default or if a petition or application is
presented for the making of an administration order in relation to or for the judicial management
of the Assignor or if any person who is entitled to do so gives written notice of its
intention to appoint an administrator or judicial manager of the Assignor or files such a
notice with the court, the Security Trustee may by writing (acting through an
authorised officer of the Security Trustee) without prior notice to the Assignor appoint
one or more persons to be receiver (“Receiver”) of the whole or any part of the
Assigned Property (each such person being (a) entitled to act individually as well as
jointly and (b) for all purposes deemed to be the agent of the Assignor).
	 
	11.2	 	In addition to the powers of the Security Trustee conferred by Clause 8.1, each person
appointed pursuant to Clause 11.1 shall have, in relation to the part of the Assigned
Property in respect of which he was appointed, all the powers (a) conferred by the Law
of Property Act 1925 on a receiver appointed under that Act, (b) of an administrative
receiver set out in Schedule 1 to the Insolvency Act 1986 (whether or not such person
is an administrative receiver) and (c) (if such person is an administrative receiver) all
the other powers exercisable by an administrative receiver in relation to the Assignor
by virtue of the Insolvency Act 1986.
	 
	12	 	EFFECTIVENESS OF SECURITY
	 
	12.1	 	The security created by this Assignment and the Collateral Rights shall be cumulative,
in addition to and independent of every other security which the Security Trustee may at any
time hold for the Secured Obligations or any rights, powers and remedies provided by law. No
prior security held by the Security Trustee over the whole or any part of the Assigned
Property shall merge into the security constituted by this Assignment.





- 5 -









 






	12.2	 	This Assignment shall remain in full force and effect as a continuing security
for the Secured Obligations unless and until the Secured Obligations have been discharged in
full and none of the Secured Parties is under any further actual or contingent obligation
to make advances or provide other financial accommodation to the Assignor under any
of the Finance Documents (unless discharged earlier by the Security
Trustee).
	 
	12.3	 	No failure on the part of the Security Trustee to exercise, or delay on its part in
exercising, any Collateral Right shall operate as a waiver, nor shall any single or
partial exercise of a Collateral Right prevent any further or other exercise of that or
any other Collateral Right.
	 
	12.4	 	If, at any time, any provision of this Assignment is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, the legality, validity or
enforceability of (a) the remaining provisions of this Assignment and (b) such provision
under the law of any other jurisdiction shall not in any way be affected or impaired
thereby.
	 
	12.5	 	None of the Security Trustee, its nominee(s) or any receiver appointed pursuant to this
Assignment shall be liable by reason of (a) taking any action permitted by this
Assignment, (b) any neglect or default in connection with the Assigned Property or (c)
the taking possession or realisation of all or any part of the Assigned Property, except
in the case of gross negligence or wilful default upon its part.
	 
	13	 	RELEASE OF SECURITY
	 
	13.1	 	Upon the Secured Obligations being irrevocably paid or discharged in full, and the
Security Trustee and the Secured Parties having no further actual or contingent
obligations to make advances or provide other financial accommodation to the Assignor
or any other person under the Finance Documents, the Security Trustee shall, at the
request and cost of the Assignor, (such cost, if any, to be reasonably incurred),
promptly reassign to the Assignor the Assigned Property and deliver such written
notices to the Notice of Assignment counterparties as the Assignor may reasonably
require without recourse to, and without any representations or warranties by, the
Security Trustee or any of its nominee(s).
	 
	13.2	 	If the Security Trustee considers that any amount paid or credited to it is capable of
being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or
similar laws, the liability of the Assignor under this Assignment and the security
constituted by this Assignment shall continue and such amount shall not be considered
to have been irrevocably paid.
	 
	13.3	 	Notwithstanding any discharge, release or settlement from time to time between any
Secured Party and the Assignor, if any security, disposition or payment granted or
made to any Secured Party in respect of the Secured Obligations by an Obligor or any
other person is avoided or set aside or ordered to be surrendered, paid away, refunded
or reduced by virtue of any provision, law or enactment relating to bankruptcy,
insolvency, liquidation, winding up, composition or arrangement for the time being in





- 6 -









 






	 	 	force or for any other reason, the Security Trustee shall, in its sole and absolute
discretion, be entitled (to the extent possible under applicable law) hereafter to enforce
this Assignment as if no such discharge, release or settlement had occurred.
	 
	14	 	SUBSEQUENT INTERESTS AND ACCOUNTS
	 
	 	 	If the Security Trustee at any time receives notice of any subsequent mortgage,
assignment, charge or other interest affecting all or any part of the Assigned Property,
all payments made by the Assignor to the Security Trustee or any of the Secured Parties
after that time shall be treated as having been credited to a new account of the Assignor
and not as having been applied in reduction of the Secured Obligations as at the time when
the Security Trustee received notice.
	 
	15	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations the
Security Trustee may convert any money received, recovered or realised or subject to
application by it under this Assignment from one currency to another, as the Security
Trustee thinks fit, and any such conversion shall be effected at the Security Trustee’s
spot rate of exchange for the time being for obtaining such other currency with the first
currency.
	 
	16.	 	APPLICATION OF MONEYS
	 
	 	 	All moneys received or recovered by the Security Trustee or any Receiver under this
Assignment shall be applied in the order set out in clause 40.1 (Order of application) of
the Facility Agreement.
	 
	17	 	ASSIGNMENT
	 
	17.1	 	Successors
	 
	 	 	This Assignment shall be binding upon and shall inure to the benefit of each party and its
direct or subsequent legal successors, permitted transferees and assigns.
	 
	17.2	 	Security Trustee Successors
	 
	 	 	This Assignment shall remain in effect despite any amalgamation or merger (however effected)
relating to the Security Trustee; and references to the Security Trustee shall include any
assignee or successor in title of the Security Trustee and any person who, under the laws of
its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the
Security Trustee under this Assignment or to which, under such laws, those rights and
obligations have been transferred.
	 
	17.3	 	Disclosure
	 
	 	 	The Security Trustee shall be entitled to disclose such information concerning the Assignor,
this Assignment and the ZR Guarantee as the Security Trustee considers appropriate to any
actual or proposed direct or indirect successor or to any person to whom information may be
required to be disclosed by applicable law.





- 7 -









 






	18	 	NOTICES
	 
	 	 	Any communication to be made under or in connection with this Assignment shall be
made in accordance with the terms of the Facility Agreement.
	 
	19	 	LAW
	 
	 	 	This Assignment and all non-contractual obligations arising out of or in connection
with it are governed by English law.
	 
	20	 	ENFORCEMENT
	 
	20.1	 	Jurisdiction of English Courts






	 	(a)	 	The courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Assignment (including a dispute regarding the
existence, validity or termination of this Assignment) (a “Dispute”).
	 
	 	(b)	 	The parties agree that the English courts are the most appropriate and
convenient courts to settle Disputes between them and, accordingly, no party
will argue to the contrary.
	 
	 	(c)	 	This Clause 20 is for the benefit of the Security Trustee only. As a result
and notwithstanding Clause 20.1(a), it does not prevent the Security Trustee from
taking proceedings relating to a Dispute in any other courts with jurisdiction.
To the extent allowed by law, the Security Trustee may take concurrent
proceedings in any number of jurisdictions.






	20.2	 	Service of Process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the
Assignor:






	 	(a)	 	irrevocably appoints Law Debenture Corporate Services Limited of Fifth
Floor, 100 Wood Street, London EC2V 7EX as its agent for service of
process in relation to any proceedings before the English courts in connection
with this Assignment; and
	 
	 	(b)	 	agrees that failure by an agent for service of process to notify the Assignor
of the process will not invalidate the proceedings concerned.




IN WITNESS WHEREOF this Assignment has been signed on behalf of the Security Trustee and executed
as a deed by the Assignor and is intended to be and is hereby delivered by it as a deed on the
date specified above.








- 8 -









 








SCHEDULE 1

Form of Notice of Assignment



To:     Mr. Zhang Ruilin




Date: [     ]




Dear Sirs,





	1.	 	We hereby give you notice that we have assigned to Standard Bank Asia Limited (the
“Security Trustee”) pursuant to an assignment entered into by us in favour of the
Security Trustee dated [    ] all our right, title and interest in and to [details of the ZR
Guarantee] (the “Guarantee”) including all moneys which may be payable in respect
of the Guarantee.
	 
	2.	 	With effect from your receipt of this notice, you are authorised and instructed, without
requiring further approval from us, to provide the Security Trustee with such
information relating to the Guarantee as it may from time to time reasonably request
and to send copies of all notices issued by you under the Guarantee to the Security
Trustee as well as to us.
	 
	3.	 	With effect from your receipt of a notice from the Security Trustee that the security
constituted by an assignment of the Guarantee dated[    ] between ourselves and the
Security Trustee is enforceable:






	 	(a)	 	all payments by you to us under or arising from the Guarantee
(the “Payments”) shall be made to the Security Trustee or to its order as it may
specify in writing from time to time;
	 
	 	(b)	 	all remedies provided for in the Guarantee or available at law or in equity
shall be exercisable by the Security Trustee;
	 
	 	(c)	 	all rights to compel performance of the Guarantee shall be exercisable by the
Security Trustee although we shall remain liable to perform all the obligations
assumed by us under the Guarantee; and
	 
	 	(d)	 	all rights, interests and benefits whatsoever accruing to or for the benefit of
ourselves arising from the Guarantee shall belong to the Security Trustee.






	4.	 	These instructions may not be revoked, nor may the terms of the Guarantee be
amended, varied, waived or terminated, without the prior written consent of the
Security Trustee.
	 
	5.	 	Please acknowledge receipt of this notice by signing the acknowledgement on the
enclosed copy letter and returning it to the Security Trustee at 36th Floor, Two Pacific
Place, 88 Queensway, Hong Kong marked for the attention of “Head of Loans
Administration”.





- 9 -









 






	6.	 	This notice is governed by English law.





Yours faithfully,




	 	 	 
	 


	 	 
	For and on behalf of
	 	 
	MI ENERGY CORPORATION
	 	 






- 10 -









 





Acknowledgement




[On copy only:




To:     Standard Bank Asia Limited as Security Trustee



I acknowledge receipt of a notice in the terms set out above and confirm that I have not received
notice of any previous assignments or charges of or over any of the rights, interests and benefits
in and to the Guarantee and that I will comply with the terms of the notice from the Assignor.



I acknowledge receipt of instructions from you in connection with the assignment of the Guarantee
and confirm that I shall act in accordance with them until I receive written notification from you
to the contrary.




	 	 	 
	 

Mr Zhang Ruilin

	 	 
	 
	 	 
	Dated:
	 	 






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SIGNATURE PAGES TO

ASSIGNMENT OF ZR GUARANTEE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THE ASSIGNOR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by MI	 	 	)	 	 	/s/ Forrest Lee Dietrich	 	 	 	 
	ENERGY CORPORATION:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	)	 	 	 	 	 	 	Duly Authorised Signatory	 	 	 	 
	 
	 	 	)	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	)	 	 	Name:	 	/s/ Forrest Lee Dietrich	 	 
	 
	 	 	)	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	)	 	 	Title:	 	CEO	 	 	 	 
	 
	 	 	)	 	 	 	 	 	 	 	 	 	 	 	 	 






In the presence of:




	 	 	 
	/s/
 


	 	 
	Signature of witness
	 	 






	 	 	 	 	 
	Name:

	 	Qi Hui Xin
 

	 	 
	 
	 	 	 	 
	Address:

	 	Suit 406, Block C. Grand Place,	 	 
	 

	 	 

	 	 
	 

	 	5 Hui Zhong Road, Chaozang
 

	 	 
	 

	 	District, Beijing 100101 P.R. China
 

	 	 
	 
	 	 	 	 
	Occupation:

	 	Cashier	 	 
	 

	 	 

	 	 






(Note: These details are to be completed in

the witness’s own handwriting.)




 









 





SIGNATURE PAGES TO

ASSIGNMENT OF ZR GUARANTEE




The Security Trustee




STANDARD BANK ASIA LIMITED




	 	 	 	 	 
	By:
	 	/s/	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title: