UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 13, 2012
Wesco Aircraft Holdings, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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001-35235 |
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20-5441563 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
27727 Avenue Scott
Valencia, California 91355
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (661) 775-7200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 2012, Wesco Aircraft Hardware Corp. (the Borrower), Wesco Aircraft Holdings, Inc. (the Company), Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, the Agent), and the lenders party thereto, entered into the First Amendment to Credit Agreement (the Amendment), which amends the $765.0 million Senior Secured Credit Facility (the Senior Secured Credit Facility), dated as of April 7, 2011, that was originally entered into by the Borrower, the Company, the Agent and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Key Bank, N.A. and Barclays Capital, as joint lead arrangers. The Senior Secured Credit Facility is described in greater detail in the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2011.
The Amendment amends the Senior Secured Credit Facility to allow for (i) certain intercompany loans to be made to the Companys restricted subsidiaries in order to facilitate the Companys acquisition of substantially all of the assets of Interfast Inc. (the Acquisition) and (ii) the Acquisition as a permitted investment. The Acquisition is described in greater detail in the Companys Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on May 24, 2012. The Acquisition is expected to close toward the end of the Companys fiscal third quarter or the beginning of its fiscal fourth quarter, subject to the satisfaction of certain customary closing conditions.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference in its entirety.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements regarding the Acquisition. The words believe, expect, anticipate, intend, estimate and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although forward-looking statements reflect the Companys good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date the statements are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise. These forward-looking statements are subject to numerous risks and uncertainties. Important factors that could cause actual results to differ materially from the Companys expectations are disclosed under Part I, Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as supplemented by the Companys Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2011 and March 31, 2012. All written and oral forward-looking statements attributable to the Company, or persons acting on the Companys behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in the Companys public communications. You should evaluate all forward-looking statements made in this Current Report in the context of these risks and uncertainties.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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10.1 |
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First Amendment to Credit Agreement, dated as of June 13, 2012, by and among Wesco Aircraft Hardware Corp., Wesco Aircraft Holdings, Inc., Barclays Bank PLC and the lenders party thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 13, 2012 |
WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Gregory A. Hann |
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Gregory A. Hann |
Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of June 13, 2012, by and among Wesco Aircraft Hardware Corp. (Borrower), Wesco Aircraft Holdings, Inc. (Holdings), Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the Agent), and the Lenders party hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
RECITALS
WHEREAS, Borrower, Holdings, the Lenders, the Agent and the other financial institutions party thereto from time to time have entered into that certain Credit Agreement, dated as of April 7, 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement);
WHEREAS, the Loan Parties have requested that the Agent and Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, the Agent and the Lenders have agreed to provide such amendments and consents on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction of the condition precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by incorporating the following defined term in appropriate alphabetical order:
Interfast Acquisition means the acquisition by Holdings and/or one or more Subsidiaries thereof of substantially all of the assets and certain liabilities of Interfast and certain of its Subsidiaries (through the purchase of equity interests of such Subsidiaries) pursuant to the terms of the Interfast Acquisition Agreement.
Interfast Acquisition Agreement means the Asset Purchase Agreement by and among Holdings, Wesco Aircraft Europe Ltd., and Interfast (and any other respective Subsidiaries of Holdings and/or Interfast party thereto from time to time) substantially in the form provided to the Agent and Lenders prior to the date hereof, as the same may be amended, supplemented or modified from time to time.
Interfast means Interfast Inc., an Ontario corporation.
(b) Section 7.2 of the Credit Agreement is hereby amended by deleting the word and at the end of clause (x), deleting the period at the end of clause (y) and replacing it with ; and and inserting the following clause (z) at the end thereof:
(z) intercompany loans made to a Restricted Subsidiary to the extent constituting a permitted Investment pursuant to Section 7.8(bb).
(c) Section 7.8(f)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
(ii) other Permitted Acquisitions in an aggregate purchase price (other than purchase price paid through the Available Amount) not to exceed in any fiscal year an amount equal to (A) with respect to the Interfast Acquisition CDN$134,000,000 and (B) with respect to any other Permitted Acquisition the greater of (i) $75,000,000 and (ii) 6.5% of consolidated total assets.
(d) Section 7.8 of the Credit Agreement is hereby amended by deleting the word and at the end of clause (z), deleting the period at the end of clause (aa) and replacing it with ; and and inserting the following clause (bb) at the end thereof:
(bb) Investments in Restricted Subsidiaries to fund the purchase price of any acquisition permitted pursuant to Section 7.8(f)(ii) above.
SECTION 2. Representations And Warranties Of Credit Parties. Each Loan Party party hereto represents and warrants that:
(a) The execution, delivery and performance by such Loan Party of this Amendment has been duly authorized by all necessary limited liability company or corporate action and is the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(b) Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof (except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty shall be true and correct in all material respects as of such date) and no Default or Event of Default shall have occurred and be continuing under the Credit Agreement after giving effect to this Amendment.
SECTION 3. Condition Precedent To Effectiveness. This Amendment shall be effective upon execution and delivery of this Amendment by the Borrower, Holdings, the Agent and the Required Lenders.
SECTION 4. Reference To And Effect Upon The Credit Agreement.
(a) All terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of each of the Agent and the Lenders and all of the Obligations, shall remain in full force and effect, as amended pursuant to Section 1 hereof.
(b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of the Agent or any Lender, or (ii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents and applicable law.
(c) From and after the Effective Date, the term Loan Documents in the Credit Agreement and the other Loan Documents shall include, without limitation, this Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith (other than, for avoidance of doubt, the Asset Purchase Agreement).
SECTION 5. Reaffirmation. Each of Holdings and the Borrower hereby agree that:
(a) all of its obligations and liabilities under the Guarantee and Collateral Agreement remain in full force and effect on a continuous basis after giving effect to this Amendment; and
(b) all of the Liens and security interests created and arising under the Guarantee and Collateral Agreement remain in full force and effect on a continuous basis, as existed prior to the giving effect to this Amendment.
SECTION 6. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.
SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts (including by means of facsimile transmission or .pdf), each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto hereupon set their hands as of the date first written above.
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BORROWER: | |
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WESCO AIRCRAFT HARDWARE CORP. | |
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By: |
/s/ Gregory A. Hann |
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Title: |
CFO |
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HOLDINGS: | |
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WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Gregory A. Hann |
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Title: |
CFO |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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BARCLAYS BANK PLC, as the Agent |
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/s/ Craig J. Malloy |
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By: Craig J. Malloy |
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Title: Director |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Barclays Bank PLC |
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/s/ Craig J. Malloy |
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By: Craig J. Malloy |
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Title: Director |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Baker Street CLO II Ltd. | |
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By: Seix Investment Advisors LLC, as Collateral Manager | |
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Mountain View CLO II Ltd. | |
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By: Seix Investment Advisors LLC, as Collateral Manager | |
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as Lenders | |
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By: |
/s/ George Goudelias |
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Name: George Goudelias |
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Title: Managing Director |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Bank of the West | ||
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By: |
/s/ M. Scott Nicholson | |
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Title: |
Vice President | |
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M. Scott Nicholson | |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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BANK OF AMERICAN, N.A., as Syndication Agent and as a Lender | ||
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By: |
/s/ Joon Ko | |
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Name: Joon Ko |
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Title: Vice President | ||
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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CIT BANK, as a Lender | |
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/s/ Darryl Johnson | |
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By: Darryl Johnson |
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Title: Authorized Signatory |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Citizens Bank & Trust Company |
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By: /s/ [name illegible] |
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Title: Senior Credit Manager, AVP |
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[FIRST AMENDMENT TO CREDIT AGREEMENT]
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GE Capital Financial Inc. | ||
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By: |
/s/ Dennis P. Leonard | |
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Name: Dennis P. Leonard |
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Title: Duly Authorized Signatory | ||
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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JPMorgan Chase Bank, N.A. | |
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By: |
/s/ Matthew H. Massie |
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Name: |
Matthew H. Massie |
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Title: |
Managing Director |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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KEYBANK NATIONAL ASSOCIATION | ||
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/s/ Marcel Fournier | ||
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By: |
Marcel Fournier | |
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Title: |
Vice President | |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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LANDMARK V CDO LIMITED | ||
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By: Aladdin Capital Management LLC, as Lender | ||
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By: |
/s/ [name illegible] | |
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Title: |
Designated Signatory | |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Morgan Stanley Bank, N.A. | |
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By: |
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/s/ Scott Taylor |
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Scott Taylor |
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Title: |
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Authorized Signatory |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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RAYMOND JAMES BANK, N.A., | |
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By: |
/s/ [name illegible] |
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Title: |
Vice President |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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ROYAL BANK OF CANADA | |
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By: |
/s/ Richard C Smith |
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Name: |
Richard Smith |
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Title: |
Authorized Signatory |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Seaside National Bank & Trust | ||
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/s/ Thomas N. Grant | ||
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By: |
Thomas N. Grant | |
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Title: |
SVP and CCO | |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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SIEMENS FINANCIAL SERVICES, INC. | |
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By: |
/s/ Jordan Gerbard |
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Title: |
Deal Manager |
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By: |
/s/ Paul Ramseur |
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Title: |
Paul Ramseur |
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Vice President & Head of Risk Mgt. |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Sumitomo Mitsui Banking Corporation | |
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By: |
/s/ David W. Kee |
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Name: |
David W. Kee |
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Title: |
Managing Director |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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Union Bank, N.A. | ||
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/s/ David J. Stassel | ||
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By: |
David J. Stassel | |
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Title: |
Vice President | |
[FIRST AMENDMENT TO CREDIT AGREEMENT]
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WELLS FARGO BANK, N.A. | |
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By: |
/s/ [name illegible] |
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Title: |
Vice President |
[FIRST AMENDMENT TO CREDIT AGREEMENT]