<PAGE>   1
                                                                   EXHIBIT 10.32

                               AMENDMENT NO. 1 TO
                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This Amendment No. 1 (this "Amendment"), dated as of April 26, 2000, is
by and among CKE Restaurants, Inc. (the "Borrower"), the Lenders party hereto
(the "Lenders") and Paribas, acting in its capacity as agent for the Lenders
(the "Agent"), and amends that certain Third Amended and Restated Credit
Agreement, dated as of November 24, 1999, among the Borrower, the Lenders party
thereto and the Agent (the "Credit Agreement"). Capitalized terms used but not
defined in this Amendment shall have the respective meanings specified in the
Credit Agreement.

         The Borrower, the Lenders and the Agent, pursuant to Section 10.5 of
the Credit Agreement, hereby agree to amend the Credit Agreement as follows upon
the terms and conditions set forth herein:

1. Section 1.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the table contained in the definition of "Applicable
Margin" to read as follows:

<TABLE>
<CAPTION>
    Leverage Ratio                         Eurodollar Loans     Base Rate Loans    Commitment Fee
    --------------                         ----------------     ---------------    --------------
<S>                                        <C>                  <C>                <C>
    less than 1.5 to 1.0                        1.250%               0.00%             0.375%

    1.5 to 1.0 or greater, but less
    than 2.0 to 1.0                             1.500%               0.250%            0.375%

    2.0 to 1.0 or greater, but less
    than 2.5 to 1.0                             1.875%               0.625%            0.375%

    2.5 to 1.0 or greater, but less
    than 3.0 to 1.0                             2.125%               0.875%            0.500%

    3.0 to 1.0 or greater, but less
    than 3.5 to 1.0                             2.250%               1.000%            0.500%

    3.5 to 1.0 or greater                       3.250%               1.750%            0.500%
</TABLE>


2. Section 1.1 of the Credit Agreement is hereby amended by deleting "3.0"
appearing in the fourth sentence of subsection (a) of the definition of
"Applicable Margin" and inserting "3.5" in place thereof.


<PAGE>   2

3. Section 1.1 of the Credit Agreement is hereby amended by inserting at the end
of the definition of "Applicable Margin" the following subsection (c):

                  (c) Notwithstanding the foregoing, if the Borrower and its
         Subsidiaries have not received an aggregate amount of Net Sale Proceeds
         of at least $125 million during the period from April 15, 2000 to
         October 27, 2000, then the Applicable Margin with respect to each
         Eurodollar Loan or Base Rate Loan shall be increased by 0.500% until
         such time as the aggregate amount of Net Sale Proceeds received after
         April 15, 2000 shall be at least $125 million.

4. Section 1.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the definition of "Consolidated EBITDA" to read as
follows:

                  "Consolidated EBITDA" shall mean, for any Person during any
         period, the sum of (i) Consolidated Net Income for such period, plus
         (ii) to the extent deducted in the calculation of Consolidated Net
         Income for such period, Consolidated Interest Expense for such period,
         plus (iii) to the extent deducted in the calculation of Consolidated
         Net Income for such period, federal and state income taxes for such
         period, plus (iv) to the extent deducted in the calculation of
         Consolidated Net Income for such period, depreciation and amortization
         expense for such period, plus (v) to the extent deducted in the
         calculation of Consolidated Net Income for such period, all
         extraordinary losses for such period, minus (vi) to the extent included
         in the calculation of Consolidated Net Income for such period, all
         extraordinary gains for such period, all determined on a consolidated
         basis for such Person and its Subsidiaries in accordance with GAAP,
         plus (vii) without duplication, to the extent deducted (or minus to the
         extent added) in the calculation of Consolidated Net Income for the
         period from November 2, 1999 through January 31, 2000, the
         non-recurring items from such period as presented in the EBITDA
         Reconciliation Summary set forth on Exhibit K hereto.

5. Section 1.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the definition of "Consolidated Tangible Net Worth"
to read as follows:

                  "Consolidated Tangible Net Worth" shall mean, at any time, the
         excess of (i) the total assets of the Borrower and its Subsidiaries
         determined on a consolidated basis in accordance with GAAP, minus
         goodwill and any other items that are classified as intangibles in
         accordance with GAAP, plus the net loss (expressed as a positive
         number), in the aggregate (not to exceed $100 million), from all Asset
         Dispositions of any Restaurant or Restaurants made after April 15,
         2000, minus (ii) all liabilities of the Borrower and its Subsidiaries
         determined on a consolidated basis in accordance with GAAP.


                                       2

<PAGE>   3

6. Section 1.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the definition of "Paydown Condition" to read as
follows:

                  "Paydown Condition" shall mean the point in time at which the
         Borrower shall have prepaid the outstanding Loans (and such Loans and
         all Commitments in connection therewith shall have been permanently
         reduced) in the aggregate amount of $175,000,000 with the Net Sale
         Proceeds of Asset Dispositions of Restaurants occurring on or after
         November 2, 1999 in accordance with the provisions of Section
         2.12(a)(ii)(B).

7. Section 2.6 of the Credit Agreement is hereby amended by replacing the last
sentence of subsection (a) thereof with the following:

         The Borrower agrees to pay interest in respect of the unpaid principal
         amount of each Term Loan that is a Base Rate Loan from the date of the
         making of such Loan until such Loan shall be paid in full at a rate per
         annum which shall be equal to (i) so long as the Leverage Ratio is less
         than 3.5 to 1.0, the sum of (A) 1.25% plus (B) the Base Rate in effect
         from time to time, such rate to change as and when the Base Rate
         changes, such interest to be computed on the basis of a 365 or 366-day
         year, as the case may be, and paid for the actual number of days
         elapsed, or (ii) so long as the Leverage Ratio is 3.5 to 1.0 or
         greater, the sum of (A) 1.75% plus (B) the relevant Base Rate, such
         interest to be computed on the basis of a 365 or 366-day year and paid
         for the actual number of days elapsed, in each case subject to the
         provisions of clause (c) of this Section 2.6. For purposes of this
         subsection 2.6(a), the Leverage Ratio shall be calculated in the same
         manner (and adjustments to the interest rate of Term Loans that are
         Base Rate Loans shall be made in the same manner as are adjustments to
         Applicable Margin) as specified in subsection (a) of the definition of
         "Applicable Margin."

8. Section 2.6 of the Credit Agreement is hereby amended by replacing the last
sentence of subsection (b) thereof with the following:

         The Borrower agrees to pay interest in respect of the unpaid principal
         amount of each Term Loan that is a Eurodollar Loan from the date of the
         making of such Loan until such Loan shall be paid in full at a rate per
         annum which shall be equal to (i) so long as the Leverage Ratio is less
         than 3.5 to 1.0, the sum of (A) 2.50% plus (B) the relevant Eurodollar
         Rate, or (ii) so long as the Leverage Ratio is 3.5 to 1.0 or greater,
         the sum of (A) 3.25% plus (B) the relevant Eurodollar Rate, such
         interest in each case to be computed on the basis of a 360-day year and
         paid for the actual number of days elapsed, in each case subject to the
         provisions of clause (c) of this Section 2.6. For purposes of this
         subsection 2.6(b), the Leverage Ratio shall be calculated in the same
         manner (and adjustments to the interest rate of Term Loans that are
         Eurodollar Loans shall be made in the same manner as are adjustments to
         Applicable Margin) as specified in subsection (a) of the definition of
         "Applicable Margin."


                                       3


<PAGE>   4

9. Section 2.12 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, paragraph (B) of clause (ii) of subsection (a)
thereof to read as follows:

                  (B) Upon the consummation of any Asset Disposition of any
         Restaurant or Restaurants occurring on or after November 2, 1999 and,
         with respect to subparagraphs (I) and (II) hereof, prior to the
         occurrence of the Paydown Condition, within ten (10) days after the
         Borrower or any of its Subsidiaries receives any Net Sale Proceeds with
         respect to any such Asset Disposition, the Borrower shall prepay the
         outstanding Loans (I) in an amount equal to 100% of the first
         $100,000,000 of such Net Sale Proceeds of Restaurants, (II) in an
         amount equal to 75% of the next $100,000,000 of such Net Sale Proceeds
         of Restaurants, and (III) notwithstanding any other provision of this
         paragraph 2.12(a)(ii)(B), in an amount equal to 100% of the net
         proceeds, without duplication, from sales of Carl's Jr. and Taco Bueno
         Restaurants, each in accordance with the provisions of Section 2.12.

10. Section 7.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the table contained in subsection (a) thereof to
read as follows:

         Period                                                       Ratio
         ------                                                    ------------
         Second A&R Closing Date through November 1, 1999          3.60 to 1.00
         November 2, 1999 through January 31, 2000                 4.00 to 1.00
         February 1, 2000 through May 22, 2000                     5.00 to 1.00
         May 23, 2000 through August 14, 2000                      4.80 to 1.00
         August 15, 2000 through November 6, 2000                  4.60 to 1.00
         November 7, 2000 through January 29, 2001                 4.00 to 1.00
         Each fiscal quarter of the Borrower thereafter            2.50 to 1.00

11. Section 7.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the table contained in subsection (b) thereof to
read as follows:

         Period                                                         Ratio
         ------                                                    ------------
         Second A&R Closing Date through November 1, 1999          3.00 to 1.00
         November 2, 1999 through January 31, 2000                 3.00 to 1.00
         February 1, 2000 through May 22, 2000                     2.50 to 1.00
         May 23, 2000 through August 14, 2000                      2.50 to 1.00
         August 15, 2000 through November 6, 2000                  2.50 to 1.00
         November 7, 2000 through January 29, 2001                 2.50 to 1.00
         Each fiscal quarter of the Borrower thereafter            5.00 to 1.00


                                       4

<PAGE>   5

12. Section 7.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the table contained in subsection (d) thereof and
the proviso immediately following to read as follows:

         Period                                                       Amount
         ------                                                    ------------
         Second A&R Closing Date through November 1, 1999          $200,000,000
         November 2, 1999 through January 31, 2000                 $175,000,000
         February 1, 2000 through May 22, 2000                     $155,000,000
         May 23, 2000 through August 14, 2000                      $160,000,000
         August 15, 2000 through November 6, 2000                  $165,000,000
         November 7, 2000 through January 29, 2001                 $180,000,000
         Each fiscal quarter of the Borrower thereafter            $260,000,000

         provided, however, that the amount set forth opposite such period shall
         be reduced by the EBITDA Adjustments as of the date of determination
         attributable to those Restaurants sold (excluding those sold during the
         period from November 2, 1999 through January 31, 2000) pursuant to
         which the Net Sale Proceeds from such sales have been applied to
         permanently reduce the Commitments of the Lenders on or before the 45th
         calendar day following the end of the fiscal quarter in which such
         Restaurants were sold.

13. Section 7.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, the table contained in subsection (e) thereof to
read as follows:

         Period                                                        Ratio
         ------                                                    ------------
         Second A&R Closing Date through November 1, 1999          5.00 to 1.00
         November 2, 1999 through January 31, 2000                 5.80 to 1.00
         Feb. 1, 2000 through May 22, 2000                         5.80 to 1.00
         May 23, 2000 through August 14, 2000                      5.80 to 1.00
         August 15, 2000 through November 6, 2000                  5.70 to 1.00
         November 7, 2000 through January 29, 2001                 5.20 to 1.00
         Each fiscal year of the Borrower thereafter               3.75 to 1.00


                                       5

<PAGE>   6

14. Section 7.1 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, subsection (f) thereof to read as follows:

                  (f) Capital Expenditures. The Borrower shall not make or
         incur, and shall not permit any of its Subsidiaries to make or incur,
         any Capital Expenditures, except Capital Expenditures of the Borrower
         and its Subsidiaries in an aggregate amount not in excess of
         $120,000,000 in each fiscal year of the Borrower; and provided that if
         the aggregate amount of Capital Expenditures made or incurred during
         such fiscal year of the Borrower is less than the amount (as reduced,
         if applicable) permitted to be made or incurred pursuant to this clause
         (f), then the maximum amount for the following fiscal year of the
         Borrower (but not any subsequent fiscal year of the Borrower) shall be
         increased by the amount of such difference. The Borrower shall not
         enter into and shall not permit any of its Subsidiaries to enter into
         any commitments to build or develop new Restaurants; provided, that the
         Borrower may, and may permit its Subsidiaries to, complete any new
         Restaurant that was under development on or before April 26, 2000, and
         for which the Borrower or any of its Subsidiaries had either commenced
         construction or had entered into commitments to build such Restaurant,
         so long as the aggregate Capital Expenditures incurred for new
         Restaurants during the periods in each case commencing on January 31,
         2000 shall not exceed in the aggregate (i) $13 million cumulatively
         through May 22, 2000, (ii) $23 million cumulatively through August 14,
         2000, (iii) $30 million cumulatively through November 6, 2000, and (iv)
         $33 million cumulatively through January 29, 2001. Notwithstanding any
         other provision of this subsection 7.1(f), if at any time the Unused
         Portion of the Revolving Loans shall be less than $20 million, and
         until such time as such Unused Portion has been restored to at least
         $20 million, the Borrower shall not make or incur and shall not permit
         any of its Subsidiaries to make or incur any Capital Expenditures
         (other than Capital Expenditures otherwise permitted by this subsection
         7.1(f) and made or incurred pursuant to contractual commitments to make
         or incur such Capital Expenditures entered into by the Borrower or any
         of its Subsidiaries at a time when such Unused Portion was at least $20
         million).

15. Section 7.7 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, clause (ii) of subsection (b) thereof to read as
follows:

                      (ii) declare and pay cash dividends to its stockholders
                during any fiscal year of the Borrower if after giving effect
                thereto the aggregate amount of such dividends paid or made
                during such fiscal year would be less than the amount of (A) 30%
                of Consolidated Net Income of the Borrower for each fiscal year
                of the Borrower (commencing with the fiscal year ending January
                26,


                                       6


<PAGE>   7

                1998) up to and including the fiscal year immediately preceding
                the year in which such dividend is paid or made, less (B) the
                aggregate amount of any regularly scheduled payment paid
                pursuant to Section 7.10(d) during such fiscal year (excluding,
                however, the aggregate amount of payments made in connection
                with Permitted Redemptions), less (C) the aggregate amount of
                all such dividends paid and made by the Borrower after January
                26, 1998 through and including the end of such immediately
                preceding fiscal year, less (D) the aggregate outstanding
                principal balance of all Employee Stock Loans then outstanding;
                provided, however, for purposes of this clause (ii), the
                Borrower shall not increase the rate of cash dividends paid in
                respect of its shares above the rate authorized to be paid as of
                the last dividend distribution date prior to April 26, 2000, or
                in any event pay cash dividends in a total aggregate amount
                greater than $4.5 million in any fiscal year; and

16. Section 7.10 of the Credit Agreement is hereby amended by replacing the ";
or" as it appears at the end of subsection (a) thereof with the following:

         ; provided, however, that notwithstanding the foregoing, the Borrower
         shall not, and shall not permit any of its Subsidiaries to, make any
         Prepayment of any Indebtedness referred to in Section 7.2(h); or

17. Section 7.10 of the Credit Agreement is hereby amended by amending and
restating, in its entirety, subsection (d) thereof to read as follows:

                (d) make or offer to make any sinking fund payment, payment,
         prepayment, redemption, defeasance, purchase or acquisition for value
         (including, without limitation, by way of depositing with the trustee
         with respect thereto money or securities before due for the purpose of
         paying when due) or otherwise segregate funds with respect to the
         Subordinated Notes (other than (i) regularly scheduled semi-annual
         interest payments required to be made in cash and (ii) conversions of
         the Convertible Subordinated Notes into common stock of the Borrower).

18. The Borrower represents and warrants to the Agent and the Lenders, as of the
date hereof, after giving effect to this Amendment:

                (a) no Default or Event of Default has occurred and is
         continuing; and

                (b) all of the representations and warranties of the Borrower
         and each other Loan Party contained in the Transaction Documents are
         true and correct.


                                       7


<PAGE>   8

19. The effectiveness of this Amendment is subject to the satisfaction of the
following conditions precedent:

                (a) This Amendment shall have been duly executed and delivered
         by the Borrower and the Required Lenders.

                (b) The Agent shall have received a certificate of a duly
         authorized officer of the Borrower certifying as to matters set forth
         in Section 18 of this Amendment.

This Amendment shall immediately become effective as of January 31, 2000 upon
the receipt by the Agent of duly executed counterparts of each of the foregoing.

20. The amendments set forth herein are effective solely for the purposes set
forth herein and shall be limited precisely as written, and shall not be deemed
to (a) be a consent to any amendment, waiver or modification of any other term
or condition of any Transaction Document or of any other instrument or agreement
referred to therein, except as set forth herein, or (b) prejudice any right or
remedy that the Agent or any Lender may now have or may have in the future under
or in connection with the Credit Agreement or any other instrument or agreement
referred to therein. Each reference in the Credit Agreement to "this Agreement,"
"herein," "hereof" and words of like import and each reference in the other
Transaction Documents to the "Credit Agreement" shall mean the Credit Agreement
as amended hereby. This Amendment shall be construed in connection with and as
part of the Credit Agreement and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Credit Agreement and each
other instrument or agreement referred to therein, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect.

21. The Borrower agrees to pay all costs, fees and expenses in connection with
the preparation, execution and delivery of this Amendment (including the
reasonable fees and expenses of counsel to the Agent and the Lenders), including
an amendment fee of 0.25% on its existing Commitment to each Lender who approves
this Amendment.

22. Each Lender by its signature hereto hereby authorizes the Facility
Conversion. If all of the Lenders acknowledge the Facility Conversion by their
signatures hereto, the Facility Conversion Date will occur on and as of the date
hereof.

23. This Amendment may be executed in any number of counterparts, each such
counterpart constituting an original and all of which when taken together shall
constitute one and the same instrument.

24. Any provision contained in this Amendment that is held to be inoperative,
unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable or invalid without affecting the operation,
enforceability or validity of the remaining provisions of this Amendment in that
jurisdiction or the operation, enforceability or validity of such provision in
any other jurisdiction.

25. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF ILLINOIS.


                                       8

<PAGE>   9

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.


                                     CKE RESTAURANTS, INC.


                                     By: /s/ Carl Strunk
                                         --------------------------------------
                                     Print Name: Carl Strunk
                                     Title: Executive Vice President, Chief
                                            Financial Officer


                                     PARIBAS, as Agent and as a Lender


                                     By: /s/ Clark King
                                         --------------------------------------
                                     Print Name: Clark C. King III
                                     Title: Managing Director

                                     By: /s/ Michael Colias
                                         --------------------------------------
                                     Print Name: Michael C. Colias
                                     Title: Assistant Vice President


                                     ARAB BANKING CORPORATION


                                     By: /s/ Sheldon Tilney
                                         --------------------------------------
                                     Print Name: Sheldon Tilney
                                     Title: Deputy General Manager

                                     By:
                                         --------------------------------------
                                     Print Name:
                                                 ------------------------------
                                     Title:
                                            -----------------------------------


                                       9

<PAGE>   10

                                     BANK AUSTRIA
                                     CREDITANSTALT CORPORATE FINANCE, INC.


                                     By: /s/ Jack Bertges
                                          --------------------------------------
                                     Print Name: Jack R. Bertges
                                     Title: Executive Vice President


                                      By: /s/ James McCann
                                          --------------------------------------
                                      Print Name: James F. McCann
                                      Title: Vice President


                                      BANK LEUMI USA


                                      By: /s/ Joung Hee Hong
                                          --------------------------------------
                                      Print Name: Joung Hee Hong
                                      Title: Vice President


                                      BANK UNITED


                                      By: /s/ Phil Green
                                          --------------------------------------
                                      Print Name: Phil Green
                                      Title: Director


                                      FLEET NATIONAL BANK
                                      (f/k/a BANKBOSTON, N.A.)


                                      By: /s/ J. Nicholas Cole
                                          --------------------------------------
                                      Print Name: J. Nicholas Cole
                                      Title: Director


                                       10

<PAGE>   11

                                      BANQUE NATIONALE DE PARIS


                                      By: /s/ David W. Low
                                          --------------------------------------
                                      Print Name: David W. Low
                                      Title: Vice President

                                      By: /s/ Jeffrey Kajisa
                                          --------------------------------------
                                      Print Name: Jeffrey S. Kajisa
                                      Title: Vice President


                                      CALIFORNIA BANK & TRUST
                                      (f/k/a Sumitomo Bank of California)


                                      By: /s/ Robert S. Kahn
                                          --------------------------------------
                                      Print Name: Robert S. Kahn
                                      Title: Vice President & Relationship
                                             Manager


                                      CENTURA BANK


                                      By:
                                      Print Name:
                                      Title:


                                      CHANG HWA COMMERCIAL BANK, LTD.,
                                      NEW YORK BRANCH


                                      By: /s/ Wan-Tu Yeh
                                          --------------------------------------
                                      Print Name: Wan-Tu Yeh
                                      Title: Vice President & General Manager


                                       11

<PAGE>   12

                                      CREDIT INDUSTRIEL ET COMMERCIAL
                                      (f/k/a COMPAGNIE FINANCIERE DE CIC ET DE
                                      L'UNION EUROPEENNE)


                                      By: /s/ Brian O'Leary
                                          --------------------------------------
                                      Print Name: Brian O'Leary
                                      Title: Vice President


                                      By: /s/ Sean Mounier
                                          -------------------------------------
                                      Print Name: Sean Mounier
                                      Title: First Vice President


                                      AMSOUTH BANK
                                      successor in interest by merger to
                                      FIRST AMERICAN NATIONAL BANK


                                      By: /s/ Seth Butler
                                          -------------------------------------
                                      Print Name: Seth Butler
                                      Title: Corporate Bank Officer


                                      FIRST BANK & TRUST


                                      By: /s/ K.P. Balkrishna
                                          -------------------------------------
                                      Print Name: K.P. "Bala" Balkrishna
                                      Title: Executive Vice President


                                      FIRST UNION NATIONAL BANK


                                      By: /s/ Jeffrey R. Stottler
                                          -------------------------------------
                                      Print Name: Jeffrey R. Stottler
                                      Title: Vice President


                                       12

<PAGE>   13

                                      MANUFACTURERS BANK


                                      By: /s/ Eric Shapiro
                                          -------------------------------------
                                      Print Name: Eric Shapiro
                                      Title: Vice President


                                      NATIONAL BANK OF KUWAIT


                                      By: /s/ Robert McNeill
                                          -------------------------------------
                                      Print Name: Robert J. McNeill
                                      Title: Executive Manager


                                      By: /s/ Jeffrey J. Ganter
                                          -------------------------------------
                                      Print Name: Jeffrey J. Ganter
                                      Title: Senior Credit Officer


                                      THE SANWA BANK, LIMITED


                                      By: /s/ Toshiko Boyd
                                          -------------------------------------
                                      Print Name: Toshiko Boyd
                                      Title: Vice President


                                      SUNTRUST BANK (f/k/a/ SUNTRUST BANK,
                                      NASHVILLE, N.A.)


                                      By: /s/ William D. Priester
                                          -------------------------------------
                                      Print Name: William D. Priester
                                      Title: Assistant Vice President


                                       13

<PAGE>   14

                                      UMB BANK, N.A.


                                      By: /s/ David Proffitt
                                          -------------------------------------
                                      Print Name: David A. Proffitt
                                      Title: Senior Vice President


                                      U.S. BANK NATIONAL ASSOCIATION


                                      By: /s/ Janet Jordan
                                          -------------------------------------
                                      Print Name: Janet E. Jordan
                                      Title: Vice President


                                      WELLS FARGO BANK


                                      By: /s/ Jessica O. Euzebio
                                      Print Name: Jessica Euzebio
                                      Title: Vice President


                                       14