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EXHIBIT 10(A)
FIRST AMENDMENT TO PURCHASE AGREEMENT No. P.A.-0372
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT No. P.A.-0372 (the "First
Amendment") is made and entered into effective as of the 3rd day of September,
1998, by and between BOMBARDIER INC. ("Bombardier"), a Canadian corporation,
through Bombardier Aerospace Regional Aircraft having an office at 000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxx and ATLANTIC SOUTHEAST AIRLINES, INC.
("Buyer"), a Georgia corporation having an office at 000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X.X.X.
WHEREAS, Bombardier and Buyer are parties to that certain Purchase
Agreement No. P.A.-0372 dated April 17, 1997 (the "Purchase Agreement") and
pursuant to Section 24.1 thereof, desire to amend the Purchase Agreement as
herein provided.
NOW THEREFORE, for good and valuable consideration, the adequacy and
receipt of which is hereby acknowledge by the parties, Buyer and Bombardier
agree to amended the Purchase Agreement as follows:
1. The second WHEREAS Recital paragraph contained on page 4 of
the Purchase Agreement is hereby amended to substitute "forty-five (45)" for
"thirty (30)" therein.
2. The definition of "Agreement" contained in Article 1.4 of the
Purchase Agreement is amended and restated in its entirety as follows:
"Agreement" means this Purchase Agreement P.A.-0372, including all
Exhibits, Annexes, Appendices and Letter Agreements attached hereto (each of
which is incorporated in this Purchase Agreement P.A.-0372 by this reference)
and all Contract Change Orders now or hereafter made hereto (including without
limitation Contract Change Orders Nos. 1 through 6), as any one or more of the
foregoing may be amended pursuant to the provisions of this Purchase Agreement
P.A.-0372, including without limitation the First Amendment to this Purchase
Agreement P.A.-0372."
3. Article 2.1 of the Purchase Agreement is amended to substitute
"forty-five (45)" for "thirty (30)" therein.
4. Appendix II of the Purchase Agreement is hereby amended and
restated in its entirety so as to read as provided in Appendix II attached
hereto and made a part hereof.
5. The last sentence contained under Section 9.4 of the Agreement
is hereby amended to add the phrase "[* ]" immediately following the phrase
"[* ]" therein.
6. Section 18.3 of the Agreement is hereby amended to delete
subclause (iii) thereof in its entirety and renumber subclause (iv) as subclause
(iii).
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7. The penultimate sentence contained under Section 19.12 of the
Agreement is hereby amended to add the phrase "[* ]" immediately following the
word [* ] therein.
8. The following provisions of Annex A to the Purchase Agreement
are hereby amended as follows:
A) Section 3.2.6 of Annex A to the Purchase Agreement
is hereby amended to substitute "[* ]" for
"[* ]" therein.
B) Section 3.3.9 of Annex A to the Purchase Agreement is
hereby amended to substitute "[* ]" for "[* ]"
therein.
C) Section 3.5 of Annex A to the Purchase Agreement is
hereby amended to add the following sentence to the
end thereof:
"[*Deleted in its entirety.]"
9. Section 1.1.1 of Annex B is hereby amended to delete the
period at the end of subclause d) thereof and replace it with the phrase "; and"
and so as to add a new subclause e thereof which shall read as follows:
"e) the Aircraft computer systems (hardware and software)
that process date data shall do so correctly in the
year 2000."
10. With respect to each and every Letter Agreement attached and
incorporated in the Purchase Agreement (including Letter Agreement Numbers
0372-01 through 0372-21), the initial paragraph of each such Letter Agreement is
amended to substitute "forty-five (45)" for "thirty (30)" therein.
11. Letter Agreement 0372-01 is hereby restated in its entirety as
provided in Exhibit "A" attached hereto and made a part hereof.
12. The parties acknowledge and agree that as a result of the
modification of Letter Agreement 0372-18 as provided under this First Amendment
and its continued applicability as so modified, no changes need be made to
Letter Agreement 0372-02.
13. Letter Agreement 0372-03 is hereby amended so as to substitute
"[* ]" for "[* ]" in each and every place therein
(including the [* ] annexed thereto).
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14. Letter Agreement 0372-06 is hereby amended as follows:
A) Section 2.1 of Letter Agreement 0372-06 is hereby
amended by substituting the phrase "[* ] and further"
for the phrase "[* ]" in the one place such latter
phrase appears therein.
B) Section 5.2 of Letter Agreement 0372-06 is hereby
amended by deleting the phrase ", [* ]" therefrom.
15. Letter Agreement 0372-09 is hereby amended so as to amend and
restate the second sentence contained under Section 1.0 thereof in its entirety
to read as follows:
"[*Deleted in its entirety.]"
16. Letter Agreement 0372-11 is hereby terminated and shall be of
no further force or effect; provided, that all rights and entitlements of Buyer
to purchase any Canadian Regional Jet Series 700 Aircraft shall be governed by
the terms and provisions of that certain Purchase Agreement No. P.A.-0430 of
even date herewith between Bombardier and Buyer.
17. Letter Agreement 0372-12 is hereby restated in its entirety as
provided in Exhibit "B" attached hereto and made a part hereof.
18. Section 1.0 of Letter Agreement 0372-14 is hereby amended so
as to (i) insert the phrase "[* ]" where such latter term appears in the first
sentence thereof and (ii) to substitute the phrase "[* ]" for the phrase "[* ]"
where such latter phrase appears in the second sentence thereof.
19. Letter Agreement 0372-15 is hereby amended by deleting
Sections 1.0, 2.0 and 3.0 therefrom.
20. Letter Agreement 0372-16 is hereby restated in its entirety as
provided in Exhibit "C" attached hereto and made a part hereof.
21. Letter Agreement 0372-17 is hereby amended by substituting
"[* ]" for "[* ]" in Section 1.0 thereof.
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22. Letter Agreement No 0372-18 is hereby amended to (i)
substitute the phrase "[* ]" for [* ]" in the one place contained in Section 2.0
where [* ] appears therein, and (ii) substitute the phrase "[* ]" for [* ]" in
the one place contained in Section 3.0 where [* ] appears therein.
23. Letter Agreement No. 0372-19 is hereby amended to (i)
substitute "[* ]" for "[* ]," substitute "[* ]" for "[* ],"
substitute "[* ]" for "[* ]," and
substitute "[* ]" for "[* ]" in the
places in Section 1.0 thereof where [* ] phrases
appear therein and (ii) substitute [* ] in the one place in Section
4.0 thereof where such number appears therein.
24. A new Letter Agreement 0372-22 is hereby created which shall
read in its entirety as provided in Exhibit "D" attached hereto and made a part
hereof and a part of the Purchase Agreement.
25. Buyer and Bombardier shall supply the other within thirty (30)
days of the execution of this First Amendment, a legal opinion in a form
reasonably acceptable to such other party, prepared by external counsel, as to
the due authorization, execution and delivery of this First Amendment by the
party delivering such opinion and that this First Amendment is a legally valid,
binding obligation of the party delivering such opinion, enforceable in
accordance with its terms, save and except for general laws affecting creditors
and their availability of equitable remedies.
Except as specifically provided herein, the Purchase Agreement together with all
Exhibits, Annexes, Appendices, and Letter Agreements attached thereto and all
Contract Change Orders applicable thereto and currently in existence shall
continue in full force and effect.
IN WITNESS WHEREOF this First Amendment was signed on the date written
hereof:
For and on behalf of For and on behalf of
Atlantic Southeast Airlines, Inc.: Bombardier Inc.:
By: By:
--------------------------- ------------------------
Its: Its:
--------------------------- ------------------------
Title: Title:
--------------------------- ------------------------
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APPENDIX II
DELIVERY SCHEDULE
First Aircraft August 1997
Second Aircraft September 1997
Third Aircraft October 1997
Fourth Aircraft November 1997
Fifth Aircraft December 1997
Sixth Aircraft January 1998
Seventh Aircraft February 1998
Eighth Aircraft March 1998
Ninth Aircraft April 1998
Tenth Aircraft May 1998
Eleventh Aircraft June 1998
Twelfth Aircraft July 1998
Thirteenth Aircraft August 1998
Fourteenth Aircraft September 1998
Fifteenth Aircraft October 1998
Sixteenth Aircraft November 1998
Seventeenth Aircraft December 1998
Eighteenth Aircraft January 1999
Nineteenth Aircraft February 1999
Twentieth Aircraft March 1999
Twenty-first Aircraft April 1999
Twenty-second Aircraft May 1999
Twenty-third Aircraft June 1999
Twenty-fourth Aircraft July 1999
Twenty-fifth Aircraft August 1999
Twenty-sixth Aircraft September 1999
Twenty-seventh Aircraft October 1999
Twenty-eighth Aircraft November 1999
Twenty-ninth Aircraft December 1999
Thirtieth Aircraft January 2000
Thirty-first Aircraft February 2000
Thirty-second Aircraft March 2000
Thirty-third Aircraft April 2000
Thirty-fourth Aircraft May 2000
Thirty-fifth Aircraft June 2000
Thirty-sixth Aircraft July 2000
Thirty-seventh Aircraft August 2000
Thirty-eight Aircraft September 2000
Thirty-ninth Aircraft October 2000
Fortieth Aircraft November 2000
Forty-first Aircraft February 2001
Forty-second Aircraft March 2001
Forty-third Aircraft April 2001
Forty-fourth Aircraft May 2001
Forty-fifth Aircraft June 2001
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Exhibit "A"
September ___, 1998
Xxxxxx X. Xxxxxxx, Chairman
Atlantic Southeast Airlines, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
X.X.X.
Gentlemen,
Re: Letter Agreement No. 0372-01
Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of forty-five (45) Canadair Regional Jet aircraft.
This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.
All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.
In consideration of Buyer having entered into the above-referenced Agreement,
Bombardier agrees to provide Buyer with purchase rights for additional Aircraft
under the following general conditions:
1.0 Bombardier hereby offers to Buyer purchase rights for up to forty-five
(45) incremental Aircraft. The incremental Aircraft are hereinafter
called the "Incremental Aircraft."
2.0 The Incremental Aircraft will be offered in [* ]; provided, that the
[* ] of [* ] Incremental Aircraft (the "[* ]") shall be considered a
[* ] of Incremental Aircraft for all purposes of this Letter Agreement.
Each [* ] of Incremental Aircraft and each [* ] of Incremental Aircraft
is sometimes referred to herein as a "[* ]" of Incremental Aircraft.
The Incremental Aircraft will be offered for acceptance to Buyer at
Bombardier's offices or premises in Montreal, Province of Quebec,
Canada, for immediate export, and
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otherwise in accordance with the acceptance and delivery procedures provided for
in the Agreement.
3.0 [*
]:
[*Deleted in its entirety.]
4.0 The delivery dates of [* ] of Incremental Aircraft [*
] shall be mutually agreed upon by Bombardier and Buyer and are subject
to availability of the desired delivery positions prior to Buyer
reserving said positions. Delivery dates of [* ] shall be between [* ]
and [* ]. Delivery shall be at a rate not to exceed two Incremental
Aircraft per month.
5.0 Delivery positions for the Incremental Aircraft [* ] may be reserved by
Buyer, subject to availability, by giving Bombardier a written notice,
[* ] prior to the delivery date of the first Incremental Aircraft in
the applicable block, of its intention to purchase such block of
Incremental Aircraft. Bombardier shall within fifteen (15) days of
Buyer's notice, advise Buyer of the availability of the delivery dates
for the relevant blocks of Incremental Aircraft. At such time as
Bombardier and Buyer agree on the delivery dates of the block of
Incremental Aircraft, Buyer shall within ten (10) days of such
agreement provide a non-refundable deposit for the Incremental Aircraft
[* ] of [* ] per Incremental Aircraft in any such block [* ] whereupon
Bombardier will reserve such Incremental Aircraft for Buyer.
6.0 Buyer shall confirm its exercise of its right to purchase a block of
Incremental Aircraft [* ] by definite written notice to Bombardier [* ]
prior to the delivery date of the first Incremental Aircraft in said
block. Buyer shall confirm its exercise of its right to purchase [* ]
of Incremental Aircraft by definite written notice to Bombardier on or
before [* ]. At that time (i) the payment terms contained in Article
5.2 of the Agreement shall apply to any exercised block of Incremental
Aircraft [* ]; provided, that for purposes of Article 5.2(a) the
payment required thereunder shall be made at the time the Agreement is
amended pursuant to Article 7.0 of this Letter Agreement with Buyer
receiving credit for the deposits referred to in Article 5.0 of this
Letter Agreement with respect to such Incremental Aircraft at such
time, and (ii) [* ] of Letter Agreement 0372-02 shall be amended to
include the exercised Incremental Aircraft.
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7.0 The price of the Incremental Aircraft shall be the price stated in
Article 4.0 of the Agreement, subject to escalation in accordance with
the Agreement and provisions of Appendix I of the Agreement. [*
] Incremental Aircraft, except that the
following provisions thereof shall not be applicable:
[* ] (except as provided in this Letter Agreement)
LA No. 0372-03
LA No. 0372-04, Article 3 and Article 5
LA No. 0372-09
LA Xx. 0000-00
XX Xx. 0000-00
XX Xx. 0000-00
[*Deleted in its entirety]
Upon exercise of the option to purchase the Incremental Aircraft, the
Agreement shall be amended accordingly.
8.0 The basic configuration on the Aircraft as described in Article 2 and
Appendix III of the Agreement maybe changed from time to time, leading
to adjustments in the price of the basic Aircraft over the anticipated
delivery schedule. In the event of changes to the basic Aircraft
configuration, Bombardier and Buyer will discuss and agree as to
whether these changes are to be incorporated in the Incremental
Aircraft configuration for Buyer, and if so on a mutually acceptable
adjustment to the Incremental Aircraft price.
9.0 [*Deleted in its entirety]
10.0 If Buyer exercises its purchase rights for [* ] Incremental Aircraft,
Bombardier shall provide additional airframe, powerplant, avionics and
electrical training for [* ] of Buyer's maintenance and avionics
technicians per Incremental Aircraft purchased.
11.0 In the event Buyer exercises its option to [* ] hereunder on or before
[* ], or to purchase [* ] Incremental Aircraft on or before [* ], Buyer
shall have those additional rights provided in such events all as
contemplated under that certain [* ] dated of even date herewith.
12.0 Except as provided for in Article 20.1 of the Agreement, the provisions
of this Letter Agreement are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
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13.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. To the extent
of any inconsistency or conflict between this Letter Agreement and the
Agreement, this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours truly,
BOMBARDIER INC.
Xxxx X. Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
ACCEPTED AND AGREED TO:
this day of September, 1998
---
ATLANTIC SOUTHEAST AIRLINES, INC.
By:
----------------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer
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Exhibit "B"
September , 1998
----
Xx. Xxxxxx X. Xxxxxxx, Chairman
Atlantic Southeast Airlines, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
U.S.A
Gentlemen,
Re: Letter Agreement No. 0372-12
Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
forty-five (45) Canadair Regional Jet aircraft.
This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement, will evidence our
further agreement with respect to the matters set forth below, and will
supersede Letter Agreement No. 0372-12 dated April 17, 1997.
All terms used herein which are defined in the Agreement and not defined herein
shall have the same meanings as in the Agreement.
This Letter Agreement provides for the terms and conditions on which Bombardier
shall provide residual value support with respect to the Aircraft.
1. [* ]
(a)[*Deleted in its entirety.]
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(b) [* ]
(i)[*Deleted in its entirety]
(ii)[*Deleted in its entirety]
2. [* ]
(a) [*Deleted in its entirety]
(b) [*Deleted in its entirety]
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(c) [*Deleted in its entirety]
3. [* ]
(a) [*Deleted in its entirety]
(b) [*Deleted in its entirety]
(c) [*Deleted in its entirety]
(d) [*Deleted in its entirety]
(e) [*Deleted in its entirety]
(f) [*Deleted in its entirety]
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4. [*Deleted in its entirety]
5. [*Deleted in its entirety]
6. [*Deleted in its entirety]
7. Confidentiality. The Buyer and Bombardier shall keep this Letter
Agreement (including all exhibits hereto) confidential and shall not
disclose, or cause to be disclosed, the same to any Person except as
permitted by Article 23 of the Agreement, provided however that the
terms of Exhibit F hereto shall be subject to the provisions of section
9 of said Exhibit F.
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8. Legal Opinion. Unless waived by Buyer, contemporaneously with
Bombardier's execution and delivery of any document attached hereto as
Exhibit "A", "D" or "F" [* "], Bombardier shall supply a legal opinion
opining on due authorization, execution and delivery of [* ] so
executed and delivered and that [* ] are legal, valid and binding
obligations of Bombardier, in accordance with their respective terms.
The legal opinion shall be in a form to be mutually satisfactory and
agreed upon by the parties within ten (10) days after the execution and
delivery of the Agreement and may be provided in whole or in part by,
or in reliance on an opinion issued by a duly admitted lawyer employed
by the legal department of Bombardier.
9. In the event of termination of the Agreement, this Letter Agreement
shall survive termination with respect to all delivered Aircraft under
the Agreement.
10. Except as provided for in Article 20 of the Agreement, the provisions
of this Letter Agreement are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
This Letter Agreement constitutes an integral part of the Agreement and is
subject to the terms and conditions contained therein. To the extent of any
inconsistency or conflict between this Letter Agreement and the Agreement, this
Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours truly,
BOMBARDIER INC.
Xxxx X. Xxxxxx
Director of Contracts
Bombardier Aerospace Regional Aircraft
ACCEPTED AND AGREED TO:
this day of September, 1998
-----
ATLANTIC SOUTHEAST AIRLINES, INC.
By:
---------------------------------------
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
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Exhibit "C"
September _____, 1998
Xx. Xxxxxx X. Xxxxxxx, Chairman
Atlantic Southeast Airlines, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
X.X.X.
Gentlemen,
Re: Letter Agreement No. 0372-16
Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc. ("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer")
for the sale of thirty (30) Canadair Regional Jet aircraft.
This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.
All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.
1.0 For the purposes of this Letter Agreement, (a) [* ] shall be measured
by reference to [* ] and (b) [* ] shall be measured by reference to
[* ].
2.0 [*Deleted in its entirety]
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3.0 [*Deleted in its entirety]
3.1 [*Deleted in its entirety]
4.0 [*Deleted in its entirety]
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5.0 [*Deleted in its entirety]
6.0 [*Deleted in its entirety]
7.0 [*Deleted in its entirety]
8.0 [*Deleted in its entirety]
9.0 In the event of the termination of the Agreement, this Letter Agreement
shall survive with respect to all delivered Aircraft under the
Agreement.
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10.0 Except as provided for in Article 20.1 of the Agreement, the provisions
of this Letter Agreement are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
11.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. To the extent
of any inconsistency or conflict between this Letter Agreement and the
Agreement, this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours truly,
BOMBARDIER INC.
Xxxx X. Xxxxxx
Director of Contracts
Bombardier Aerospace Regional Aircraft
ACCEPTED AND AGREED TO:
this day of September, 1998
----
ATLANTIC SOUTHEAST AIRLINES, INC.
By:
-------------------------------------
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
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Exhibit "D"
September __, 1998
Xx. Xxxxxx X. Xxxxxxx, Chairman
Atlantic Southeast Airlines, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
U.S.A
Gentlemen,
Re: Letter Agreement No. 0372-22
Reference is made to Purchase Agreement No. P.A.-0372 (the "Agreement") between
Bombardier Inc., represented by Bombardier Aerospace Regional Aircraft
("Bombardier") and Atlantic Southeast Airlines, Inc. ("Buyer") for the sale of
forty-five (45) Canadair Regional Jet aircraft.
This letter, when accepted and agreed to by Buyer contemporaneously with
execution of the Agreement, will become part of the Agreement and will evidence
our further agreement with respect to the matters set forth below.
All terms herein and in the Agreement and not defined herein shall have the same
meanings as in the Agreement.
1.0 a) [*Deleted in its entirety]
b) [*Deleted in its entirety]
c) [*Deleted in its entirety]
2.0 [*Deleted in its entirety]
3.0 Upon termination of the Agreement, this Letter Agreement shall survive
termination with respect to all delivered Aircraft under the Agreement.
4.0 Except as provided for in Article 20 of the Agreement, the provisions
of this Letter Agreement are personal to Buyer and shall not be
assigned or otherwise disposed of by Buyer without the prior written
consent of Bombardier.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. To the extent
of any inconsistency or conflict between this Letter Agreement and the
Agreement, this Letter Agreement shall prevail.
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Without limiting the foregoing, the parties agree that Article 19 of
the Agreement is fully applicable to this Letter Agreement.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours truly,
BOMBARDIER INC.
Xxxx X. Xxxxxx
Director of Contracts
Bombardier Aerospace Regional Aircraft
ACCEPTED AND AGREED TO:
this day of September, 1998
-----
ATLANTIC SOUTHEAST AIRLINES, INC.
By:
------------------------------------
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
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Exhibit A
---------
[Series 200]
[*DELETED IN ITS ENTIRETY]
22
Exhibit B
---------
[Series 200]
Insert for Atlantic Southeast Airlines Term Sheet
-------------------------------------------------
[*DELETED IN ITS ENTIRETY]
23
Exhibit C
---------
[Series 200]
ARTICLE XX.
[*DELETED IN ITS ENTIRETY]
24
Exhibit D
---------
[Series 200]
[*DELETED IN ITS ENTIRETY]
25
Exhibit F
---------
[Series 200]
[*DELETED IN ITS ENTIRETY]
