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Delaware
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| |
20-2130528
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|
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(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification No.) |
|
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Delaware
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| |
20-2436320
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification No.) |
|
| Large accelerated filer ☒ | | |
Accelerated filer ☐
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| | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | | |
Emerging growth company ☐
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| | | | | i | | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 8 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 10 | | |
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SEC registration fee
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| | | $ | (1) | | |
|
Printing expenses
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| | |
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(2)
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| |
|
Legal fees and expenses
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| | |
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(2)
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| |
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Accounting fees and expenses
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| | |
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(2)
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| |
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Trustee fees and expenses
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| | |
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(2)
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| |
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Miscellaneous
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| | |
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(2)
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| |
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Total
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| | |
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(2)
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Exhibit
Number |
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Exhibit
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Incorporated by Reference to the
Following Documents |
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1.1
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| | Form of Underwriting Agreement | | | * | |
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4.1
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| | | | Exhibit 4.1 to the registrants’ Registration Statement on Form S-3 (File No. 333-231269) | | |
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4.2
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| | Form of Guarantee | | | * | |
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5.1
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| | | | ** | | |
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22.1
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| | | | Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-33160) for the quarterly period ended April 1, 2021 | | |
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23.1
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| | | | (included in such firm’s opinion filed as Exhibit 5.1)** | | |
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23.2
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| | | | ** | | |
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24.1
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| | | | (included on the signature page of this Registration Statement) | | |
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25.1
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| | Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee for the form of Indenture, on Form T-1 | | | ** | |
|
107
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| | | | ** | |
| | | | SPIRIT AEROSYSTEMS, INC. | | |||
| | | | By: | | |
/s/ Mark J. Suchinski
Name:
Mark J. Suchinski
Senior Vice President and Chief Financial Officer
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|
|
Signature
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| |
Title
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| |
Date
|
|
|
/s/ Thomas C. Gentile III
Thomas C. Gentile III
|
| | Director, President and Chief Executive Officer (Principal Executive Officer) | | |
May 12, 2022
|
|
|
/s/ Mark J. Suchinski
Mark J. Suchinski
|
| | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | |
May 12, 2022
|
|
|
/s/ Damon Ward
Damon Ward
|
| | Vice President and Corporate Controller (Principal Accounting Officer) | | |
May 12, 2022
|
|
|
/s/ Robert Johnson
Robert Johnson
|
| | Director, Chairman of the Board | | |
May 12, 2022
|
|
|
/s/ Stephen Cambone
Stephen Cambone
|
| | Director | | |
May 12, 2022
|
|
|
/s/ Irene M. Esteves
Irene M. Esteves
|
| | Director | | |
May 12, 2022
|
|
|
/s/ William Fitzgerald
William Fitzgerald
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| | Director | | |
May 12, 2022
|
|
|
/s/ Paul Fulchino
Paul Fulchino
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| | Director | | |
May 12, 2022
|
|
|
Signature
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| |
Title
|
| |
Date
|
|
|
/s/ Ronald Kadish
Ronald Kadish
|
| | Director | | |
May 12, 2022
|
|
|
/s/ John L. Plueger
John L. Plueger
|
| | Director | | |
May 12, 2022
|
|
|
/s/ James Ray Jr.
James Ray Jr.
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| | Director | | |
May 12, 2022
|
|
|
/s/ Patrick Shanahan
Patrick Shanahan
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| | Director | | |
May 12, 2022
|
|
|
/s/ Laura Wright
Laura Wright
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| | Director | | |
May 12, 2022
|
|
| | | | SPIRIT AEROSYSTEMS HOLDINGS, INC. | | |||
| | | | By: | | |
/s/ Mark J. Suchinski
Name:
Mark J. Suchinski
Senior Vice President and Chief Financial Officer
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Thomas C. Gentile III
Thomas C. Gentile III
|
| | Director, President and Chief Executive Officer (Principal Executive Officer) | | |
May 12, 2022
|
|
|
/s/ Mark J. Suchinski
Mark J. Suchinski
|
| | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | |
May 12, 2022
|
|
|
/s/ Damon Ward
Damon Ward
|
| | Vice President and Corporate Controller (Principal Accounting Officer) | | |
May 12, 2022
|
|
|
/s/ Robert Johnson
Robert Johnson
|
| | Director, Chairman of the Board | | |
May 12, 2022
|
|
|
/s/ Stephen Cambone
Stephen Cambone
|
| | Director | | |
May 12, 2022
|
|
|
/s/ Irene M. Esteves
Irene M. Esteves
|
| | Director | | |
May 12, 2022
|
|
|
/s/ William Fitzgerald
William Fitzgerald
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| | Director | | |
May 12, 2022
|
|
|
/s/ Paul Fulchino
Paul Fulchino
|
| | Director | | |
May 12, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Ronald Kadish
Ronald Kadish
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| | Director | | |
May 12, 2022
|
|
|
/s/ John L. Plueger
John L. Plueger
|
| | Director | | |
May 12, 2022
|
|
|
/s/ James Ray Jr.
James Ray Jr.
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| | Director | | |
May 12, 2022
|
|
|
/s/ Patrick Shanahan
Patrick Shanahan
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| | Director | | |
May 12, 2022
|
|
|
/s/ Laura Wright
Laura Wright
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| | Director | | |
May 12, 2022
|
|
Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
May 12, 2022
Spirit AeroSystems, Inc.,
3801 South Oliver,
Wichita, Kansas 67210.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of an indeterminate aggregate principal amount of debt securities (the “Debt Securities”) of Spirit AeroSystems, Inc., a Delaware corporation (the “Company”), and of the related guarantees (the “Guarantees” and, together with the Debt Securities, the “Securities”) thereof by Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Guarantor”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination it is our opinion that:
(1) When the Registration Statement has become effective under the Act, the indentures (each, an “Indenture”) relating to the relevant Debt Securities have been duly authorized, executed and delivered, the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the relevant Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Debt Securities have been duly executed and authenticated in accordance with the relevant Indenture and issued and sold as contemplated by the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(2) When the Registration Statement has become effective under the Act, the relevant Indenture relating to the Guarantees has been duly authorized, executed and delivered, the terms of such Guarantees and of their issuance and sale have been duly established in conformity with the relevant Indenture and such Guarantees and the corresponding Debt Securities have been duly authorized, executed and authenticated in accordance with the relevant Indenture and issued and sold as contemplated by the Registration Statement, and if all the foregoing actions are taken so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantor, the Guarantees will constitute valid and legally binding obligations of the Guarantor, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Spirit AeroSystems, Inc. | -2- |
We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on a Security would be required to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.
In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers and we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be responsible, and we have assumed that (i) each Indenture will be duly authorized, executed and delivered by the Trustee thereunder, and (ii) the signatures on documents examined by us are genuine, assumptions that we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Securities” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours, | |
/s/ SULLIVAN & CROMWELL LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Spirit AeroSystems, Inc. and Spirit AeroSystems Holdings, Inc. for the registration of debt securities and guarantees of debt securities and to the incorporation by reference therein of our reports dated February 15, 2022, with respect to the consolidated financial statements of Spirit AeroSystems Holdings, Inc., and the effectiveness of internal control over financial reporting of Spirit AeroSystems Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Wichita, Kansas
May 12, 2022
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction
of incorporation if not a U.S. national bank) |
95-3571558
|
400 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071
|
SPIRIT AEROSYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-2130528
|
3801 South Oliver
Wichita, Kansas (Address of principal executive offices)
|
67210 (Zip code) |
SPIRIT AEROSYSTEMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware incorporation or organization)
|
20-2436320 identification no.) |
3801 South Oliver Wichita, Kansas
|
67210 (Zip code) |
Debt Securities
and Guarantees of Debt Securities
(Title of the indenture securities)
1. General information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 |
Federal Reserve Bank | San Francisco, CA 94105 |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1
filed with Registration Statement No. 333-152875). |
- 2 - |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 - |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 12th day of May, 2022.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
By: | /s/ April Bradley | |
Name: April Bradley | ||
Title: Vice President |
- 4 - |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business March 31, 2022, published in accordance with Federal regulatory authority instructions.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 32,548 | |||
Interest-bearing balances | 404,559 | |||
Securities: | ||||
Held-to-maturity securities | 0 | |||
Available-for-sale debt securities | 50,736 | |||
Equity securities with readily determinable fair values not held for trading | 0 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, held for investment | 0 | |||
LESS: Allowance for loan and lease losses | 0 | |||
Loans and leases held for investment, net of allowance | 0 | |||
Trading assets | 0 | |||
Premises and fixed assets (including capitalized leases) | 18,592 | |||
Other real estate owned | 0 | |||
Investments in unconsolidated subsidiaries and associated companies | 0 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 856,313 | |||
Other assets | 88,428 | |||
Total assets | $ | 1,451,176 |
1
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 901 | |||
Noninterest-bearing | 901 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 274,081 | |||
Total liabilities | 274,982 | |||
Not applicable |
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 324,968 | |||
Not available | ||||
Retained earnings | 850,063 | |||
Accumulated other comprehensive income | 163 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,176,194 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,176,194 | |||
Total liabilities and equity capital | 1,451,176 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President )
Michael P. Scott, Managing Director ) Directors (Trustees)
Kevin P. Caffrey, Managing Director )
2
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Spirit AeroSystems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Spirit AeroSystems Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security
Class Title | Fee Calculation or Carry Forward Rule |
Amount |
Proposed |
Maximum |
Fee |
Amount
of |
Carry |
Carry
|
Carry
| Filing
Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | ||||||||||||||
Newly Registered Securities | |||||||||||||||||||||||||
Fees to Be Paid | Debt | Debt Securities | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | |||||||||||||||||
Other | Guarantees of Debt Securities(3) | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1)(3) | (1)(3) | ||||||||||||||||||
Fees Previously Paid | N/A | N/A | N/A |
N/A |
N/A |
N/A |
N/A | ||||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||
Carry Forward Securities | N/A | N/A | N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A | ||||||||||||||||
Total Offering Amounts | (2) | (1) | |||||||||||||||||||||||
Total Fees Previously Paid | N/A | ||||||||||||||||||||||||
Total Fee Offsets | N/A | ||||||||||||||||||||||||
Net Fee Due | (1) |
(1) The registrants are relying on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, in connection with this Registration Statement, and in accordance therewith, are deferring payment of all of the registration fee. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(2) An unspecified aggregate initial offering price and number of securities of each identified class is being registered and may from time to time be offered at unspecified prices.
(3) The guarantors that are named on Exhibit 22.1 may unconditionally guarantee the debt securities registered hereby. No separate consideration will be received for the guarantees of the debt securities, and pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is required with respect to such guarantees.
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