exv10w6



 






Exhibit 10.6




AMENDMENT AGREEMENT NO. 1




to that certain




REVOLVING CREDIT AGREEMENT




     This
AMENDMENT AGREEMENT NO. 1 (this “Amendment”), dated
as of May 11, 2005, relates to that
certain Revolving Credit Agreement dated as of May 11, 2004 (as amended and in effect from time to
time, the “Credit Agreement”) by and among (a) RYDER SYSTEM, INC.
(“Ryder”), RYDER TRUCK RENTAL HOLDINGS CANADA LTD. (“Ryder Holdings
Canada”), RYDER TRUCK RENTAL CANADA LTD. (“Ryder Canada Limited”
and together with Ryder Holdings Canada, the “Canadian Borrowers”), RYDER PLC
(“Ryder PLC”), RYDER SYSTEM HOLDINGS (U.K.) LIMITED (“RSH” and together
with Ryder PLC, the “U.K. Borrowers”), RYDER PUERTO RICO, INC. (“Ryder PR”), (b)
the lending institutions identified as Banks therein, (c) FLEET NATIONAL BANK, as
administrative agent for the Banks (the “Administrative Agent”),
(d) CITICORP USA, INC., as syndication agent thereunder (the “Syndication Agent”),
(e) BANK OF TOKYO-MITSUBISHI TRUST COMPANY, MIZUHO CORPORATE BANK, LTD., ROYAL BANK OF SCOTLAND PLC
and WACHOVIA BANK, N.A., each a documentation agent thereunder (each a “Co-Documentation
Agent” and collectively, the “Co-Documentation Agents”), (f) ROYAL BANK OF
CANADA, as Canadian agent for the Banks (the “Canadian Agent”), and (g) ROYAL BANK
OF SCOTLAND PLC, as United Kingdom agent for the Banks (the “U.K. Agent”).



     WHEREAS, Each of Ryder, the Canadian Borrowers, the U.K. Borrowers and Ryder PR (collectively,
the “Borrowers”) have requested that the Administrative Agent and the Banks agree, and the
Administrative Agent and the Banks have agreed, on the terms and subject to the conditions set
forth herein, to amend certain of the terms and provisions of the Credit Agreement;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     §1. Defined Terms . Capitalized terms which are used herein without definition
and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit
Agreement.



     §2. Amendments to the Credit Agreement.




     (a) Maturity Date. The definition of “Maturity Date” in Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Maturity Date” set forth therein
in its entirety and substituting in lieu thereof the following new definition:




     “Maturity Date. May 11, 2010.”



 









 





-2-




     (b) Pricing Table. The definition of “Pricing Table” set forth in Section 1.1
of the Credit Agreement is hereby amended by deleting the definition of “Pricing Table” set forth
therein in its entirety and substituting in lieu thereof the following new definition:




     “Pricing Table. With respect to Domestic Loans, Canadian Loans, U.K.
Loans, PR Loans, Bankers’ Acceptances, Letters of Credit, Letter of Credit Fees, Domestic
Commitments, Canadian Commitments, U.K. Commitments and PR Commitments, on each day the
Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall
be as set forth in the table below (expressed in basis points per annum)
based on the Senior Public Debt Ratings in effect on such day and shall correspond to the
highest level in such table at which the Senior Public Debt Ratings threshold shall be
satisfied. If at any time there is a split among ratings of S&P, Fitch and Moody’s such
that all three ratings fall in different Levels in the table below, the Applicable
Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be
determined by the rating that is neither the highest nor the lowest of the three ratings,
and, if at any time there is a split among ratings of S&P, Fitch and Moody’s such that two
of such ratings are in one Level in the table below (the “Majority Level”)
and the third rating is in a different Level, the Applicable Acceptance Fee Rate,
Applicable Facility Fee Rate, and Applicable Margin shall be determined by the rating at
the Majority Level. In the event that a Senior Public Debt Rating is not available from any
one of S&P, Moody’s or Fitch, the Applicable Acceptance Fee Rate, Applicable Facility Fee
Rate, and Applicable Margin shall be as set forth in the table below (expressed in basis
points per annum) based on the Senior Public Debt Ratings of S&P, Moody’s
and Fitch that are available and in effect on such day and shall correspond to the highest
level in such table at which the Senior Public Debt Ratings threshold shall be satisfied;
provided that (i) in the event of a one step split rating by S&P, Moody’s and
Fitch, as the case may be, the higher step rating shall apply and (ii) in the event of a
two or more step split rating by S&P, Moody’s and Fitch, as the case may be, the step
rating that is one step above the lower rating shall apply. In the event that a Senior
Public Debt Rating is not available from Fitch and one of S&P or Moody’s, the Applicable
Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be as set
forth in the table below (expressed in basis points per annum) based on the
Senior Public Debt Ratings available from S&P or Moody’s, as the case may be, in effect on
such day and shall correspond to the highest level in such table at which the Senior Public
Debt Ratings threshold shall be satisfied. In the event that neither S&P nor Moody’s has a
Senior Public Debt Rating available, the Applicable Acceptance Fee Rate, the Applicable
Facility Fee Rate, and the Applicable Margin shall be as set forth in Level VI in the table
below. Adjustments to the Applicable Acceptance Fee Rate, the Applicable Facility Fee
Rate, and the Applicable Margin shall be made on, and shall be effective as of, the day of
any adjustment in the Senior Public Debt Rating.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 
	 	 	 	 	Senior Public Debt	 	 	Applicable Facility	 	 	Applicable	 	 	Acceptance	 
	 	Level	 	 	Rating	 	 	Fee Rate	 	 	Margin	 	 	Fee Rate	 
	 	I

	 	 	greater than or equal to

A/A2
	 	 	 	8.00	 	 	 	 	24.00	 	 	 	 	24.00	 	 
	 	II

	 	 	greater than or equal to

A-/A3
	 	 	 	9.00	 	 	 	 	30.00	 	 	 	 	30.00	 	 
	 	III

	 	 	greater than or equal to

BBB+/Baa1
	 	 	 	11.00	 	 	 	 	36.50	 	 	 	 	36.50	 	 
	 





 









 






-3-



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 
	 	 	 	 	Senior Public Debt	 	 	Applicable Facility	 	 	Applicable	 	 	Acceptance	 
	 	Level	 	 	Rating	 	 	Fee Rate	 	 	Margin	 	 	Fee Rate	 
	 	IV

	 	 	greater than or equal to

BBB/Baa2
	 	 	 	12.50	 	 	 	 	50.00	 	 	 	 	50.00	 	 
	 	V

	 	 	greater than or equal to

BBB-/Baa3
	 	 	 	17.50	 	 	 	 	67.50	 	 	 	 	67.50	 	 
	 	VI

	 	 	less than

BBB-/Baa3
	 	 	 	25.00	 	 	 	 	90.00	 	 	 	 	90.00	 	 
	 





     (c) Receivables Purchase Agreement. The definition of “Receivables
Purchase Agreement” in Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of “Receivables Purchase Agreement” set forth therein in its entirety and substituting
in lieu thereof the following new definition:




     “Receivables Purchase Agreement. Collectively, any trade
receivables purchase and sale facilities and/or other receivables purchase agreements
permitted pursuant to §9.3 the terms and conditions of which are either (a) substantially
similar in all material respects to those provided for in the Trade Receivables Purchase
and Sale Facility, dated April 17, 2001, among Ciesco L.P., Thunder Bay Funding Inc.,
Citicorp North America Inc. (“Citicorp”), Royal Bank of Canada and Ryder Receivables
Funding, L.L.C. or (b) have been consented to by the Administrative Agent, such consent not
to be unreasonably withheld, in either case, whether characterized as sales agreements or
security agreements.”



     (d) Senior Public Debt Ratings. The definition of “Senior
Public Debt Ratings” set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of “Senior Public Debt Ratings” set forth therein in its entirety and substituting
in lieu thereof the following new definition:




     “Senior Public Debt Ratings. The rating(s) of Ryder’s
public unsecured long-term senior debt, without third party credit enhancement, issued by
Fitch, Moody’s and/or S&P; or, in the event no such debt of Ryder is outstanding or if such
debt shall be outstanding but shall not be rated by Fitch, S&P or Moody’s, the rating(s) of
this credit facility issued by Fitch, Moody’s and/or S&P (or, if Fitch, Moody’s and S&P do
not exist, another nationally recognized rating agency) upon request of Ryder.”



     (e) Utilization Fee. Section 2.2(e) of the Credit Agreement is hereby amended
by deleting the reference to “one-third (1/3)” therein and substituting in lieu thereof a reference
to “one-half (1/2)”.



     (f) Events of Default. Sections 13.1(f),(i),(j) and (k) of the Credit
Agreement are each hereby amended by deleting each reference to “$50,000,000” set forth therein and
substituting a reference to “$75,000,000” in lieu thereof.



     §3.
Affirmation, Acknowledgment
of the Borrowers . Each of the
Borrowers hereby affirms and acknowledges to the Banks as follows:



     (a) Each of the Borrowers hereby ratifies and confirms all of its Obligations to the Banks,
including, without limitation, the Loans, and each of the Borrowers hereby affirms its absolute and
unconditional promise to pay to the Banks the Loans and all other amounts due under the Credit
Agreement as amended hereby.



 









 





-4-




     (b) Ryder hereby acknowledges the provisions of this Amendment and hereby reaffirms its
absolute and unconditional guaranty of the payment and performance of the Obligations by Ryder PR,
the Canadian Borrowers and the U.K. Borrowers as more fully described in Section 5 of the Credit
Agreement.



     §4. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Banks as follows:



     (a) The execution and delivery of this Amendment, and the performance by each of the Borrowers
of its obligations and agreements under this Amendment and the Credit Agreement as amended hereby,
are within the corporate authority of each of the Borrowers, have been duly authorized by all
necessary corporate proceedings on behalf of each of the Borrowers, and do not and will not
materially contravene any provision of law, statute, rule or regulation to which any of the
Borrowers is subject or any of their charters, other incorporation papers, by-laws or any stock
provisions or any amendments thereof or of any material agreements or other material instruments
binding upon any of the Borrowers.



     (b) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and
binding obligations of each of the Borrowers, enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors’ rights.



     (c) No approval or consent of, or filing with, any governmental agency or authority is
required to make valid and legally binding the execution, delivery or performance by each of the
Borrowers of this Amendment or the Credit Agreement as amended hereby other than those already
obtained.



     (d) The representations and warranties contained in §7 of the Credit Agreement are true and
correct at and as of the date hereof and thereof, except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and
changes occurring in the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and warranties relate expressly to
an earlier date.



     (e) Each of the Borrowers has performed and complied in all material respects with all the
terms and conditions herein required to be performed or complied with prior to or at the time
hereof, and as of the date hereof, after giving effect to the provisions hereof, there exists no
Default or Event of Default.



     §5.
Effectiveness. This Amendment shall be
deemed to be effective as of May 11, 2005
(the “Effective Date”), subject to the satisfaction of the following conditions precedent:



     (a) the receipt by the Administrative Agent of a fully executed counterpart hereof signed by
each of Ryder, the Canadian Borrowers, the U.K. Borrowers, Ryder PR, the Administrative Agent and
each of the Banks;



     (b) the receipt by the Administrative Agent of certificates of an appropriate officer of each
of the Borrowers, dated as of the date hereof, as to (i) the charter documents and by-laws, each as
amended, or a certificate of an appropriate officer of each of the Borrowers certifying that there
have been no amendments or other changes to the charter documents and by-laws since the Closing
Date of the Credit



 









 





-5-




Agreement, (ii) the corporate actions authorizing the execution, delivery, and performance hereof,
and (iii) the names, titles, incumbency, and specimen signatures of the officers of each of the
Borrowers authorized to sign this Amendment on behalf of such entity;




     (c) the receipt by the Administrative Agent of legal existence and good standing certificates
issued by the appropriate public officials as to each of the Borrowers, and such other
certificates, documents, or instruments with respect to this Amendment and the other Loan Documents
as the Administrative Agent or the Banks may reasonably request;



     (d) the receipt by the Administrative Agent of a favorable legal opinion of counsel from (i)
Ryder Law Department, United States counsel to the Ryder and Ryder PR and (ii) Ryder Law
Department, United Kingdom counsel to the U.K. Borrowers, in each case, addressed to the
Administrative Agent and the Banks, dated as of the date hereof, in form and substance satisfactory
to the Administrative Agent;



     (e) the receipt by the Administrative Agent and Banc of America Securities, LLC and Citigroup
Global Markets Inc., as joint lead arrangers of all reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable legal fees and expenses) for which invoices have been
presented which have been incurred or sustained by the Administrative Agent or Banc of America
Securities, LLC and Citigroup Global Markets Inc. in connection with this Amendment and the Credit
Agreement;



     (f) the receipt by the Administrative Agent, for the pro rata accounts of each of the Banks,
of an amendment fee equal to five basis points (0.05%) of the Total Commitment; and



     (g) all proceedings in connection with the transactions contemplated by this Amendment and all
documents incident thereto shall be reasonably satisfactory in substance and form to the
Administrative Agent, and the Administrative Agent shall have received all information and such
counterpart originals or certified or other copies of such documents as the Administrative Agent
may reasonably request.



     §6.
Miscellaneous Provisions .



     (a) This Amendment shall constitute a Loan Document. Except as otherwise expressly provided
by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain
the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this Amendment and the Credit
Agreement shall be read and construed as one instrument.



     (b) This Amendment shall be construed according to and governed by the laws of the State of
New York.



     (c) This Amendment may be executed in any number of counterparts, but all such counterparts
shall together constitute but one instrument. In making proof of this Amendment it shall not be
necessary to produce or account for more than one counterpart signed by each party hereto by and
against which enforcement hereof is sought. Delivery of
an executed signature page of this Amendment by facsimile or electronic transmission shall be
effective as delivery of a manually executed counterpart thereof.



 









 





-6-




     (d) Headings or captions used in this Amendment are for convenience of reference only and
shall not define or limit the provisions hereof.



     (e) The Borrowers hereby agree to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with the preparation of this Amendment (including reasonable
legal fees and expenses).




 









 






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



	 	 	 	 	 
	 	 	RYDER SYSTEM, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ W. Daniel Susik
	

	 	 	 	 
	

	 	 	 	Name: W. Daniel Susik
	

	 	 	 	Title: Sr. Vice President
& Treasurer






	 	 	 	 	 
	 	 	RYDER TRUCK RENTAL
	 	 	HOLDINGS CANADA LTD.
	 
	 	 	 	 
	

	 	By:	 	/s/ W. Daniel Susik
	

	 	 	 	 
	

	 	 	 	Name: W. Daniel Susik
	

	 	 	 	Title: SVP and Treasurer






	 	 	 	 	 
	 	 	RYDER TRUCK RENTAL
	 	 	CANADA LTD.
	 
	 	 	 	 
	

	 	By:	 	/s/ W. Daniel Susik
	

	 	 	 	 
	

	 	 	 	Name: W. Daniel Susik
	

	 	 	 	Title: VP and Teasurer






	 	 	 	 	 
	 	 	RYDER PLC
	 
	 	 	 	 
	

	 	By:	 	/s/ W. Daniel Susik
	

	 	 	 	 
	

	 	 	 	Name: W. Daniel Susik
	

	 	 	 	Title: SVP and Treasurer






	 	 	 	 	 
	 	 	RYDER SYSTEM HOLDINGS
	 	 	(U.K.) LIMITED
	 
	 	 	 	 
	

	 	By:	 	/s/ W. Daniel Susik
	

	 	 	 	 
	

	 	 	 	Name: W. Daniel Susik
	

	 	 	 	Title: SVP and Treasurer






 









 






	 	 	 	 	 
	 	 	RYDER PUERTO RICO, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ W. Daniel Susik
	

	 	 	 	 
	

	 	 	 	Name: W. Daniel Susik
	

	 	 	 	Title: VP and Treasurer






 









 






	 	 	 	 	 
	 	 	FLEET NATIONAL BANK,
	 	 	individually and as Administrative Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Judith A. Huckins
	

	 	 	 	 
	

	 	 	 	Name: Judith A. Huckins
	

	 	 	 	Title: Authorized Officer






 









 






	 	 	 	 	 
	 	 	CITICORP USA, INC., individually
	 	 	and as Syndication Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Illegible
	

	 	 	 	 
	

	 	 	 	Name: Illegible
	

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
	 
	 	 	 	 
	

	 	By:	 	/s/ Karen M. Sharf
	

	 	 	 	 
	

	 	 	 	Name: Karen M. Sharf
	

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
	 	 	TORONTO BRANCH
	 
	 	 	 	 
	

	 	By:	 	/s/ Drew McDonald
	

	 	 	 	 
	

	 	 	 	Name: Drew McDonald
	

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 
	

	 	By:	 	/s/ Barton Lund
	

	 	 	 	 
	

	 	 	 	Name: Barton Lund
	

	 	 	 	Title: Authorized Signatory






	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as
	 	 	Canadian Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ David Wheatley
	

	 	 	 	 
	

	 	 	 	Name: David Wheatley
	

	 	 	 	Title: Manager Agency






 









 






	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK,
	 	 	LTD., individually and as Co-
	 	 	Documentation Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Robert Gallagher
	

	 	 	 	 
	

	 	 	 	Name: Robert Gallagher
	

	 	 	 	Title: Senior Vice President
& Team Leader






 









 






	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK
	 	 	(CANADA)
	 
	 	 	 	 
	

	 	By:	 	/s/ W. M. McFarland
	

	 	 	 	 
	

	 	 	 	Name: W. M. McFarland
	

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	CITIBANK, N.A., Canadian Branch, as
	 	 	Canadian Bank
	 
	 	 	 	 
	

	 	By:	 	/s/ Adeel Kheraj
	

	 	 	 	 
	

	 	 	 	Name: Adeel Kheraj
	

	 	 	 	Title: Authorized Signer






 









 






	 	 	 	 	 
	 	 	BANK OF TOKYO-MITSUBISHI
	 	 	TRUST COMPANY, individually and
	 	 	as Co-Documentation Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Lillian Kim
	

	 	 	 	 
	

	 	 	 	Name: Lillian Kim
	

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	DRESDNER BANK AG, NEW
	 	 	YORK & GRAND CAYMAN
	 	 	BRANCHES
	 
	 	 	 	 
	

	 	By:	 	/s/ Mark van der Griend
	

	 	 	 	 
	

	 	 	 	Name: Mark van der Griend
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	

	 	By:	 	/s/ Joanna Solowski
	

	 	 	 	 
	

	 	 	 	Name: Joanna Solowski
	

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	DEUTSCHE BANK AG, NEW
	 	 	YORK BRANCH
	 
	 	 	 	 
	

	 	By:	 	/s/ Wolfgang Winter
	

	 	 	 	 
	

	 	 	 	Name: Wolfgang Winter
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	

	 	By:	 	/s/ Illegible
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






 









 






	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A.,
	 	 	individually and as Co-Documentation
	 	 	Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Douglas T. Davis
	

	 	 	 	 
	

	 	 	 	Name: Douglas T. Davis
	

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	U.S. BANK
	 
	 	 	 	 
	

	 	By:	 	/s/ Michael P. Dickman
	

	 	 	 	 
	

	 	 	 	Name: Michael P. Dickman
	

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 	 	KBC BANK N.V.
	 
	 	 	 	 
	

	 	By:	 	/s/ Eric Raskin
	

	 	 	 	 
	

	 	 	 	Name: Eric Raskin
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	

	 	By:	 	/s/ Robert Snauffer
	

	 	 	 	 
	

	 	 	 	Name: Robert Snauffer
	

	 	 	 	Title: First Vice President






 









 






	 	 	 	 	 
	 	 	ROYAL BANK OF SCOTLAND
	 	 	PLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Maria Amaral-LeBlanc
	

	 	 	 	 
	

	 	 	 	Name: Maria Amaral-LeBlanc
	

	 	 	 	Title:Senior Vice President






	 	 	 	 	 
	 	 	ROYAL BANK OF SCOTLAND
	 	 	PLC, as U.K. Agent and as Co-
	 	 	Documentation Agent
	 
	 	 	 	 
	

	 	By:	 	/s/  Maria Amaral-LeBlanc
	

	 	 	 	 
	

	 	 	 	Name: Maria Amaral-LeBlanc
	

	 	 	 	Title: Senior Vice President






 









 






	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	

	 	By:	 	/s/ Judith A. Huckins
	

	 	 	 	 
	

	 	 	 	Name: Judith A. Huckins
	

	 	 	 	Title: Authorized Officer






 









 






	 	 	 	 	 
	 	 	BNP PARIBAS
	 
	 	 	 	 
	

	 	By:	 	/s/ Craig Pierce
	

	 	 	 	 
	

	 	 	 	Name: Craig Pierce
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	

	 	By:	 	/s/ Brad Ellis
	

	 	 	 	 
	

	 	 	 	Name: Brad Ellis
	

	 	 	 	Title: Associate