exv10w48





Exhibit 10.48


 


			
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AMENDMENT NO. 6




TO




AMERICA WEST CO-BRANDED CARD AGREEMENT




     THIS AMENDMENT NO. 6 TO AMERICA WEST CO-BRANDED CARD AGREEMENT (“Amendment No. 6”) is dated
October 17, 2008, by and between US AIRWAYS GROUP, INC., a Delaware corporation (“US Airways
Group”), and BARCLAYS BANK DELAWARE formerly known as JUNIPER BANK (“Juniper Bank”).



RECITALS




     WHEREAS, America West Airlines, Inc. (“America West”) and Juniper Bank are parties to that
certain America West Co-Branded Card Agreement, dated January 25, 2005 (the “Original Agreement”);



     WHEREAS, US Airways Group merged with America West’s parent company, America West Holdings
Corporation, and America West assigned its rights and obligations under the Original Agreement to
US Airways Group pursuant to that certain Assignment and First Amendment to America West Co-Branded
Card Agreement, dated August 8, 2005 (the “First Amendment”), as amended by that certain Amendment
No. 2 to America West Co-Branded Card Agreement, dated September 26, 2005 (the “Second Amendment”),
as amended by that certain Amendment No. 3 to America West Co-Branded Card Agreement, dated
December 29, 2006 (the “Third Amendment”), as amended by that certain Amendment No. 4 to America
West Co-Branded Card Agreement, dated December 5, 2007, (the “Fourth Amendment”) and as amended by
that certain Amendment No. 5 to America West Co-Branded Card Agreement, dated August 28, 2008 (the
“Fifth Amendment” and together with the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment and the Original Agreement, the “Agreement”);



     WHEREAS, US Airways Group is raising additional capital from its various strategic partners as
part of an overall liquidity program (the “Liquidity Program”) to address current economic
challenges facing the global aviation industry;



     WHEREAS, Juniper Bank has agreed to pre-purchase miles from US Airways Group to assist with
these efforts;



     WHEREAS, Juniper Bank and US Airways Group also desire to offer enhanced benefits to certain
consumer cardholders to increase cardholder spend;



     WHEREAS, US Airways Group and Juniper Bank now desire to amend and modify the Agreement to
incorporate such terms and obligations; and



     WHEREAS, US Airways Group and Juniper Bank understand and agree that the effectiveness of this
Amendment No. 6 and the fulfillment of the respective rights and





 




			
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obligations contained herein shall be contingent upon consummation of certain conditions of
close with respect to the Liquidity Program as more fully set forth herein.




     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree
as follows:


1. Definitions. All capitalized terms used herein, but not otherwise defined herein, shall have
the meanings given to such terms in the Agreement.




2. Amendments.





	 	a.	 	The following definitions in Section 1 of the Agreement are deleted in their
entirety and replaced with the following:






““Early Payment Event” means (i) US Airways Group is in default, with all applicable
cure and grace periods elapsed, of either (A) any material indebtedness for borrowed
money in excess of **, and (ii) the obligations under such material indebtedness for
borrowed money **have been accelerated.



“Expiration Date” means March 31, 2017.




“Suspension Event” as defined in Section 4.6.”




	 	b.	 	Section 1 of the Agreement is amended by adding the following definitions in
the appropriate alphabetical order:






““**Fee” as defined in Section 4.2.2.




“Cap” as defined in Section 14.3.




“Citi Loan” means that certain Loan Agreement dated as of March 23, 2007, as
amended, among US Airways Group, certain of its subsidiaries signatory thereto, and
Citicorp North America, Inc., as administrative agent and collateral agent for the
lenders thereunder.




“Citi Loan Amendment” means an amendment to the Citi Loan providing for, among other
things, the reduction of the Minimum Unrestricted Cash (as defined in the Citi Loan)
on a dollar for dollar basis with certain prepayments from the proceeds from
Liquidity Program until such amount is reduced to $850,000,000.




“Closing Conditions” as defined in Section 14.1.




“Collateral” shall mean the sum of cash posted directly with US Airways Group’s fuel
hedge counterparties and cash posted to collateralize letters of credit issued for
the benefit of US Airways Groups’ fuel hedge counterparties.




“Conditions Precedent” as defined in Section 14.3.1.





 




			
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“Liquidity Program” as defined in the Recitals of this Amendment No. 6.




“**Fee” as defined in Section 4.2.2.




“Repurchase Commencement Date” as defined in Section 14.3.




“Subsequent Purchase” as defined in Section 14.3.




“Subsequent Purchase Date” as defined in Section 14.3.




“Unrestricted Cash” shall mean the sum of cash, cash equivalents, short-term
investments and available for sale securities (in each case unrestricted) maintained
by US Airways Group as depicted on its balance sheet.”




	 	c.	 	Section 4.2.2 of the Agreement is deleted in its entirety and replaced with the
following:
	 
	 	 	 	“4.2.2. Fees.






(a) During the Term of this Agreement, Juniper Bank shall pay a **fee to US Airways
Group equal to ** for each Base, Bonus or Adjustment Mile awarded by Juniper Bank to an
Account and accounts from **(“**Fee”).




(b) In addition to the **Fee, for all Accounts except the accounts from**, Juniper Bank
shall pay a fee for the use of US Airways’ Marks, marketing channels, marketing support,
administrative support and brand equity (“**Fee”) as follows:




(i) From the Effective Date of Amendment No. 5 up to and including**:




	 	•	 	For each **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a fee
of**;
	 
	 	•	 	For every **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a fee
of**; and
	 
	 	•	 	For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card
bearing US Airways Marks, a fee of**.






(ii) As of **and thereafter:




	 	•	 	For each **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a fee
of**;
	 
	 	•	 	For every **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a fee
of**; and
	 
	 	•	 	For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card
bearing US Airways Marks, a fee of**.







 




			
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(c) In addition to the **Fee, for accounts in**, Juniper Bank shall pay **Fee as
follows:




(i) From the Effective Date of this Amendment No. 6 until**:




	 	•	 	For each **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which **cardholders earn **Mile per**, a fee of**;
	 
	 	•	 	For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card
bearing US Airways Marks, a fee of**.






(ii) As of the date **and thereafter:




	 	•	 	For each **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which **cardholders earn **Mile per**, a fee of **.;
	 
	 	•	 	For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card
bearing US Airways Marks, a fee of**.






Notwithstanding and in lieu of the foregoing, to the extent that Juniper Bank
awards Bonus Miles as incentives for**, Juniper Bank shall pay **Fee to US Airways
Group equal to ** in addition to the **Fee for each such Bonus Mile awarded to
such**.




In addition, US Airways Group will award Base and Bonus Miles as follows:




	 	•	 	US Airways Group shall award Base Miles as set forth in Exhibit A
and Exhibit B attached hereto.
	 
	 	•	 	US Airways Group will from time to time award Bonus Miles to Accounts.
Bonus Miles will be awarded as agreed from time to time by the parties for, by
way of example only and not limitation, rewards to Customers when they open
Accounts, rewards to Affinity Cardholders for engaging in certain categories of
transactions as the parties may agree, including, but not limited to, the use
of an Account to purchase US Airways Group tickets. Bonus Miles shall be in
addition to Base Miles awarded per Net New Purchase Transactions.”






	 	d.	 	Section 4.6 of the Agreement is deleted in its entirety and replaced with the
following:






“4.6 Suspension Events. If either of the following (each a
“Suspension Event”) occurs:




(i) US Airways Group fails to maintain a frequent flyer program that is as
competitive in the marketplace as the FF Program was as of**; provided that
Juniper Bank provides written notice of such failure to maintain the





 




			
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competitiveness of the FF Program which will commence a forty-five (45) day
period during which US Airways may cure such deficiency; or




(ii) Passenger Enplanements as measured each **or Active Frequent Flyers
declines more than ** below the comparable **in the Passenger Enplanements
Baseline Year or Active Frequent Flyer Baseline Year, as applicable;




then Juniper Bank may, in its sole discretion, elect to terminate this Agreement.
To the extent that Juniper Bank elects not to terminate this Agreement, nothing
herein shall be construed to prevent a later election to terminate this Agreement so
long as a Suspension Event is continuing or to exercise any other right or remedy
hereunder. In the event Juniper Bank terminates this Agreement pursuant to this
Section 4.6 US Airways Group will promptly (a) repurchase any unused
Pre-Purchased Miles as of the date of termination; and (b) repay an amount equal
to**.




For purposes of this Agreement, (i) “Passenger Enplanements” means the aggregate of
ticketed passengers flown on America West and US Airways branded aircraft as
reported by US Airways for the **period ending **as adjusted for the average
industry capacity reduction over such period of time (for avoidance of doubt, as of
the date of this Agreement, Passenger Enplanements includes passengers flown on Mesa
Airlines or any other carrier operated as America West Express or US Airways Express
but does not include passengers flown on Hawaiian Airlines, except, for example, a
passenger flown on an Albuquerque-Phoenix-Honolulu flight, the Albuquerque-Phoenix
segment of such flight would be included as a Passenger Enplanement), and (ii)
“Active Frequent Flyer” means a US Airways FF Participant who has accrued miles from
flights on America West or US Airways in the **period ending**. The “Passenger
Enplanements Baseline Year” shall be the Passenger Enplanements for the **period
ending **as adjusted for the average industry capacity reduction over such period of
time. The “Active Frequent Flyer Baseline Year” shall be the Active Frequent Flyers
for the **period ending**.”




	 	e.	 	Section 4.10 of the Agreement is deleted in its entirety and replaced with the
following:






“4.10 No-Shop Provision. During the No-Shop Period (as defined below), US
Airways Group shall not, and shall cause its affiliates and its or their officers,
directors, employees and agents to not, engage in any negotiations in respect to,
solicit offers for, supply confidential information for the purpose of evaluating,
or enter into any agreement with respect to**. For purposes of this Agreement, the
term “No-Shop Period” shall mean the period of time commencing on**.
Notwithstanding the foregoing, US Airways Group will be permitted to engage in
negotiations with, solicit offers from, supply information to, and enter into an
agreement with any person desiring to**. Furthermore, nothing herein shall prevent
US Airways Group from engaging in conversations with its current issuer





 




			
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regarding the day-to-day aspects of its current card program so long as such
conversations are not used as a pretext to avoid the No-Shop Period.”




	 	f.	 	Section 4.12 of the Agreement is deleted in its entirety and replaced with the
following:






“4.12 Annual Bonus Payment. Commencing in**, Juniper Bank shall pay US
Airways Group an annual bonus of **(the “Annual Bonus Payment”). The Annual Bonus
Payment shall be paid on **and on each anniversary of that date thereafter for the
remaining Term of this Agreement and any extension thereof.”




	 	g.	 	Section 5.1 of the Agreement is amended by deleting the words “Section
12 of” in the first sentence.
	 
	 	h.	 	Section 7 of the Agreement is amended by adding the following new Section
7.1.12:






“7.1.12 implementation of the **described on Exhibit F attached to this
Agreement on the schedule set forth therein.”




	 	i.	 	Section 7.4 of the Agreement is amended by adding the following sentence to the
end of the first paragraph:






“Commencing **provide**.”




	 	j.	 	Section 12.3 of the Agreement is deleted in its entirety and replaced with the
following:






“12.3 In the event Juniper Bank terminates this Agreement pursuant to this
Section 12, upon such termination US Airways Group shall promptly: (i)
repurchase from Juniper Bank any unused Pre-Purchased Miles that remains outstanding
as of the date of termination; and (ii) repay an amount equal to**.”




	 	k.	 	Section 14 of the Agreement is deleted in its entirety and replaced with the
following:






“14. PRE-PURCHASE OF MILES




14.1 Pre-Purchase of Miles. Juniper Bank will pre-purchase Miles in an
amount totaling two hundred million dollars ($200,000,000.00) (together with
pre-purchased miles otherwise acquired hereunder, the “Pre-Purchased Miles”) and
wire such funds to an escrow account held by Citi upon notice (the “Pre-Purchase
Date”). The funds will be released upon the satisfaction of the following
conditions (“Closing Conditions”): (i) receipt of requisite lenders consent under
the Citi Loan; (ii) completion of the issuance of additional equity by US Airways
Group in the amount of one hundred seventy-nine million dollars ($179,000,000),
which was completed in August 2008; (iii) completion of the refinancing of a portion
of the Citi Loan provided by General Electric and others resulting in, among other
things, a prepayment of the Citi Loan in a minimum amount of four hundred million
dollars ($400,000,000) and the lowering of the





 




			
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unrestricted cash covenant to eight hundred fifty million dollars ($850,000,000);
(iv) receipt of a firm commitment for two hundred million dollars ($200,000,000) of
new liquidity from Airbus to be funded at the Effective Time; and (v) US Airways
Group has **in Unrestricted Cash (inclusive of the funds to be realized pursuant to
the Liquidity Program but exclusive of the funds to be provided by Juniper Bank)
above the minimum unrestricted cash covenant in the Citi Loan Amendment. For
purposes of this Section 14.1, Unrestricted Cash shall include Collateral posted by
US Airways Group with its fuel hedge counterparties. The price for each
Pre-Purchased Mile shall be ** that being the combination of the **Fee and **Fee for
Net New Purchase Transactions as set forth in Section 4.2.2. If the Closing
Conditions are not satisfied on or before**, the funds in the escrow account shall
be promptly returned to Juniper Bank.




14.2 Use of Pre-Purchased Miles. Juniper Bank shall use the Pre-Purchased
Miles to compensate US Airways Group for fees otherwise earned hereunder in the
manner and in accordance with the following terms and conditions. In addition, US
Airways shall pay interest on the value of the outstanding Pre-Purchased Miles as
set forth below.




14.2.1 Payment with Pre-Purchased Miles. Commencing in November,
2008 and in each month thereafter that Juniper Bank holds Pre-Purchased
Miles, it shall compensate US Airways Group for fees earned hereunder with
Pre-Purchased Miles pursuant to the following process: Juniper Bank shall
calculate the amounts due under this Agreement as set forth in Section
4 and divide that amount by ** rounded to the nearest whole number to
arrive at the number of Pre-Purchased Miles to be returned to US Airways
Group in lieu of a cash payment as otherwise set forth in Section 4.
For avoidance of doubt, the reporting and use of Pre-Purchased Miles as
payment in lieu of cash shall occur within the time frames established in
Sections 4.2.3 and 28.




14.2.2 Interest Payments. Commencing on the 30th
calendar day of the calendar month following the Pre-Purchase Date, and
continuing on the 30th calendar day of each calendar month,
except for the month of February where the interest payment shall be due
February 28th, so long as any Pre-Purchased Miles remain
outstanding, US Airways Group will pay Juniper Bank interest accruing under
the Pre-Purchased Miles at the Adjustable Rate during the preceding Interest
Period. For purposes of this Agreement, “Adjustable Rate” shall mean the
One Month LIBOR on the last business day of each calendar month prior to the
next Interest Period as published on Bloomberg page USSW, plus**. “Interest
Period” shall mean (i) initially, the period beginning on the Pre-Purchase
Date and ending on the last day of the calendar month in which such date
occurs, and (ii) thereafter, the period beginning on the first day of the
calendar month and ending on the last day of such calendar month or the date
on which no Pre-Purchased Miles remain outstanding, as applicable. The
monthly calculation will be as follows: The outstanding dollar amount of





 




			
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the Pre-Purchased Miles held by Juniper Bank on the last day of the
preceding month times (Adjustable Rate/360 times the number of calendar days
in the Interest Period).




	 	14.3	 	Subsequent Monthly Purchase. Commencing in November,
2008 for each month in which the Conditions Precedent as set forth in
Section 14.3.1 are met, Juniper Bank shall purchase additional
Pre-Purchased Miles in an amount equal to the difference between the Cap (as
defined below) and the amount of unused Pre-Purchased Miles (each a “Subsequent
Purchase”). Each Subsequent Purchase shall occur no later than the ** calendar
day of the month following the month in which the Conditions Precedent are
measured (the “Subsequent Purchase Date”). Prior to the **of the Pre-Purchase
Date (the “Repurchase Commencement Date”), in each month in which the
Conditions Precedent are not met, the Cap shall be reduced by**. Commencing on
the Repurchase Commencement Date, the Cap shall be reduced by ** each month in
which the Conditions Precedent are met and ** in each month the Conditions
Precedent are not met until such time no Pre-Purchased Miles remain
outstanding. For purposes of this Agreement, the initial “Cap” shall be $200
million and will reduce accordingly as set forth above. Subsequent Purchases
that occur in February shall occur on the later of February 28 or three (3)
business days after receipt of the Report(s) due pursuant to Section 17.






14.3.1 Conditions Precedent. Juniper Bank’s obligations to make a
Subsequent Purchase each month pursuant to Section 14.3 will only
arise upon and are subject to the satisfaction or waiver of the following
conditions (“Conditions Precedent”) each month prior to the month in which
the Subsequent Purchase is to be made:




	 	(i)	 	US Airways Group’s Unrestricted
Cash shall be equal to or greater than $1.5 billion as measured
at the end of each month and **pre-tax income (excluding
special items) measured **is less than**. For the purposes of
this Section 14.3.1(i), the calculation of Unrestricted
Cash will include Collateral for fuel hedge contracts**. By way
of example, if October is being measured for November’s
Subsequent Purchase, US Airways Group’s Unrestricted Cash
(including the fuel hedge contracts) will be measured as of
October 31st**.
	 
	 	 	 	If US Airways Group’s Unrestricted Cash falls below $1.5
billion in any monthbut the **pre-tax income test is met,
then Juniper Bank will be required to purchase the additional
Pre-Purchased Miles for such month**.
	 
	 	(ii)	 	No Suspension Event has occurred
in the month being measured.







 




			
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	 	(iii)	 	No Early Payment Event has
occurred in the month being measured.
	 
	 	(iv)	 	No material change shall have
occurred to the **card benefits as set forth in Exhibit
E, except as permitted pursuant to such Exhibit E.
	 
	 	(v)	 	No merger of US Airways Group has
occurred pursuant to Section 4.9.
	 
	 	(vi)	 	US Airways Group shall have
complied with the reporting requirements set forth in
Section 17 for the month being measured.”






14.4 Prepayment. US Airways Group may repurchase all or any of the
Pre-Purchased Miles at any time, or from time to time, without penalty or premium.
Any prepayment shall include accrued interest, if any, in accordance with
Section 14.2.2.




14.5 Acceptance of Payment with Pre-Purchased Miles. US Airways Group
agrees to accept payment in Pre-Purchased Miles as provided in this Section
14 in lieu of cash and irrevocably waives any rights to receive cash or other
consideration for such payments regardless of the then value of a Pre-Purchased
Mile.




14.6 Other Uses of Pre-Purchased Miles. To the extent Juniper Bank uses
Pre-Purchased Miles for purposes other than as set forth in Sections 14.2
through 14.6, US Airways Group shall provide commercially reasonable methods
to redeem said Pre-Purchased Miles (e.g., mileage certificates or assignment to FF
Accounts) to facilitate the use of the Pre-Purchased Miles by Juniper Bank and/or
the recipient of said Pre-Purchased Miles. This obligation shall survive
termination of this Agreement.




14.7 Transportation Tax. Juniper Bank’s obligation to fund the
Transportation Tax, as set forth in Section 4.8, shall not occur with
respect to Pre-Purchased Miles unless and until Juniper Bank awards such
Pre-Purchased Miles to Affinity Cardholders and/or others such that the recipient
may use such Pre-Purchased Miles for redemption for air travel.”





 




			
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	 	l.	 	Section 17 of the Agreement is deleted in its entirety and replaced with the
following:






	 	 	 	“17. REPORTING






US Airways Group shall make available to Juniper Bank the following reports: (i) annual
audited financials statements within 105 days after the end of each fiscal year and
unaudited quarterly financial statements within 60 days after the end of each fiscal
quarter; provided that the filing of such reports on EDGAR shall satisfy the delivery
obligations hereunder; (ii) annual financial plans and monthly projections for the
following year as soon as practicable after preparation thereof in the ordinary course
of business but in no event later than February 28 of each year; (iii) monthly income
statements and balance sheet results in a format consistent with Securities Exchange
Commission standards within 45 days following the close of each month; (iv) within 25
days after the end of each month, a monthly attestation from US Airways Group that the
Conditions Precedent were met as of the end of the then ended month**; and (v) quarterly
certificate of compliance with Section 4.6 including reporting of Active
Frequent Flyers and Passenger Enplanements as well as the baseline Active Frequent
Flyers and baseline Passenger Enplanements within thirty (30) days following the end of
each quarter. In addition, US Airways Group agrees to participate in quarterly calls
with Juniper Bank’s Chief Financial Officer and/or Chief Risk Officer; provided that
each quarter Juniper Bank desires to have such a call, it will provide US Airways Group
with prior notice.”




	 	m.	 	Section 28 of the Agreement is amended by replacing the number “**” with
“**“wherever it occurs.
	 
	 	n.	 	The Agreement is amended by adding the following new Section 31 at the end of
the Agreement:






“31. **




The parties agree that in the event that US Airways Group **during the Term of this
Agreement, Juniper Bank shall be**.”




	 	o.	 	Exhibit A of the Agreement is amended by deleting Section 2(e).
	 
	 	p.	 	The Agreement is amended by adding new Exhibits E and F to the Agreement
attached to this Amendment No. 6.




3. Effectiveness. This Amendment No. 6 shall become effective at the Effective Time, it being
understood that if the Effective Time does not occur before October 31, 2008, this Amendment No. 6
shall have no force and effect and shall be null and void for all purposes with the Agreement
reverting back to the previous status quo without any further action by either party. For purposes
of this Amendment No. 6, the “Effective Time” means the date and time that all of the Closing
Conditions are satisfied.



4. Effect. Except as set forth in this Amendment No. 6, the Agreement shall remain in full force
and effect and each of US Airways Group and Juniper Bank hereby restates and affirms all






 




			
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of the terms and provisions of the Agreement. If any conflict exists between the terms and
provisions of the Agreement and this Amendment No. 6, the terms and provisions of this Amendment
No. 6 will govern and control.



5. Entire Agreement. The Agreement, as amended by this Amendment No. 6, constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior
understandings with respect thereto.



6. Counterparts. This Amendment No. 6 may be executed in any number of counterparts, each of which
shall be deemed an original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart signature page by facsimile shall be effective as
a manually executed signature page.




[Remainder of page intentionally left blank; signature page follows]






 




			
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     IN WITNESS WHEREOF, Juniper Bank and US Airways Group have executed and delivered this
Amendment No. 6 as of the date first written above.



	 	 	 	 	 
	US AIRWAYS GROUP, INC.

	 	BARCLAYS BANK DELAWARE	 	 
	 

	 	Formerly known as	 	 
	 

	 	JUNIPER BANK	 	 
	 
	 	 	 	 
	/s/ J. Scott Kirby
 

By: J. Scott Kirby By:

	 	/s/ Lloyd Wirshba
 

By: Lloyd Wirshba By:
	 	 
	Title: President

	 	Title: CEO	 	 








 




			
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EXHIBIT E




**CARDHOLDER BENEFITS




	 	 	 	 	 	 	 
	US Airways	 	 	 	 	 	 
	provided	 	 	 	 	 	 
	benefits**	 	Consumer cards**	 	Consumer cards**	 	Consumer cards**
	**

	 	**
	 	**
	 	**
	**

	 	**
	 	**
	 	**
	**

	 	**
	 	**
	 	**
	**

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	 	**






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EXHIBIT F




**





	 	 	 	 	 
	Marketing Channel	 	Start Date	 	Frequency
	**
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	**
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	**
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	**
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	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**
	**
	 	**	 	**






**






 




			
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