Filed by Bowne Pure Compliance





Exhibit 10.4




EXECUTION COPY




AMENDMENT NO. 2 AND CONSENT




TO




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




This AMENDMENT NO. 2 AND CONSENT to SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the
“Amendment”), dated as of October 1, 2008, is entered into by and among Woodward Governor
Company (the “Company”), the financial institutions party to the below-defined Credit
Agreement (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative
Agent (the “Agent”). Each capitalized term used herein and not otherwise defined herein
shall have the meaning given to it in the below-defined Credit Agreement.



WITNESSETH




WHEREAS, the Company, the Lenders, and the Agent are parties to a Second Amended and Restated
Credit Agreement dated as of October 25, 2007 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”);



WHEREAS, the Company wishes to amend the Credit Agreement in certain respects and the Lenders
and the Agent are willing to amend the Credit Agreement on the terms and conditions set forth
herein;



WHEREAS, the Company has requested certain consents of the Lenders, and the Lenders and the
Agent are willing to provide such consents on the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:



1. Amendments to Credit Agreement. Effective as of the date first above written, and
subject to the satisfaction of the conditions to effectiveness set forth in Section 3
below, the Credit Agreement is hereby modified as follows:



(a) Section 1.1 of the Credit Agreement is hereby amended to add the following
definitions of “2008 Note Agreement”, “2008 Senior Noteholder”, “2008 Senior
Notes”, “Drawn Foreign Amount”, “Foreign Guarantor”, “Foreign Subsidiary
Investment Limitation”, “Material Acquisition”, “Material Asset Sale”,
“MPC”, “MPC Acquisition”, “MPC Stock Purchase Agreement”,
“Techni-Core” and “Term Loan Credit Facility” in their appropriate alphabetical
order therein:



“2008 Note Agreement” means that certain Note Purchase Agreement, dated
as of October 1, 2008, by and among the Company, as the issuer of the
2008 Senior Notes, and the 2008 Senior Noteholders, as the same may be amended,
restated, supplemented, or otherwise modified from time to time.


 


 









 





“2008 Senior Noteholder” means a Person holding a 2008 Senior Note.



“2008 Senior Notes” means, collectively, the Series B Senior Notes due
2013 in an aggregate initial principal amount of $100,000,000, (ii) the Series C
Senior Notes due 2015 in an aggregate initial principal amount of $50,000,000 and
(iii) the Series D Senior Notes due 2017 in an aggregate initial principal amount of
$100,000,000, in each case as the same may be amended, restated, supplemented or
otherwise modified from time to time, issued by the Company pursuant to the 2008
Note Agreement.



“Drawn Foreign Amount” means on any date the aggregate principal amount
of Obligations outstanding under the Agreement that are owed or guaranteed by the
Foreign Subsidiaries and the aggregate stated face amount of Letters of Credit
issued under the Agreement for the account of Foreign Subsidiaries.



“Foreign Guarantor” is defined in Section 7.3(D)(v).



“Foreign Subsidiary Investment Limitation” means (i) at any time the
Leverage Ratio is equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00,
aggregate Investments by the Company and its Subsidiaries in Foreign Subsidiaries,
measured by the cash value at the time of Investment, shall not exceed $200,000,000
plus the Drawn Foreign Amount, and (ii) at any time the Leverage Ratio is equal to
or greater than 3.00 to 1.00, aggregate Investments by the Company and its
Subsidiaries in Foreign Subsidiaries, measured by the cash value at the time of
Investment, shall not exceed $100,000,000 plus the Drawn Foreign Amount;
provided, however, for any period during which at least 65% of the
aggregate voting Equity Interests of a Foreign Subsidiary have been pledged (on a
first priority basis and pursuant to agreements, documents and instruments
reasonably acceptable to the Required Lenders and the other requisite creditors
needed to approve amendments or modifications to the Intercreditor Agreement) to
secure the Obligations and the obligations owing under and in connection with the
financings subject to the Intercreditor Agreement, Investments in such Foreign
Subsidiary shall not be included in any determination of compliance with the then
applicable Foreign Subsidiary Investment Limitation; provided,
further that any amounts of cash or property distributed as a dividend or
otherwise from any Foreign Subsidiary to the Company or any Significant Domestic
Incorporated Subsidiary shall be deemed to reduce the aggregate Investments in
Foreign Subsidiaries by such amount. In addition to the foregoing, if, within sixty
(60) days after any Investment is made in a Foreign Subsidiary and (i) a pledge as
described in the first proviso of this definition is entered into with respect to
the Equity Interests of the Foreign Subsidiary into which such Investment is made,
(ii) the Foreign Subsidiary into which such Investment is made becomes a Foreign
Guarantor, or (iii) the Company or any of its Subsidiaries issues additional Equity
Interests, the proceeds of which are used to pay down outstanding Indebtedness
in an amount sufficient to reduce the Leverage Ratio to a level that permits such
Investment, then such Investment shall not be subject to this Foreign Subsidiary
Investment Limitation.


 


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“Material Acquisition” means one or more related acquisitions for net
consideration in excess of $20,000,000.



“Material Asset Sale” means any Asset Sale or series of Asset Sales the
fair market value of which is equal to or greater than $20,000,000 individually or
in the aggregate.



“MPC” means MPC Products Corporation, an Illinois corporation.



“MPC Acquisition” means the acquisition of the Capital Stock of each of
MPC and Techni-Core by the Company pursuant to the terms the MPC Stock Purchase
Agreement.



“MPC Stock Purchase Agreement” means that certain Stock Purchase
Agreement made as of August 19, 2008, by and among the Company, MPC, Techni-Core,
the Successor Trustees of the Joseph M. Roberti Revocable Trust dated December 29,
1992, Maribeth Gentry, as Successor Trustee of the Vincent V. Roberti Revocable
Trust dated April 4, 1991 and the other holders of Capital Stock of MPC and
Techni-Core listed on Schedule I thereto.



“Techni-Core” means Techni-Core, Inc., a Delaware corporation.



“Term Loan Credit Facility” means the $150,000,000 Term Loan Credit
Facility evidenced by the Term Loan Credit Agreement, dated as of October 1, 2008,
by and among the Company, the lenders party thereto and JPMorgan Chase, as
administrative agent thereunder, as the same may be amended, restated, supplemented
or otherwise modified from time to time.



(b) Section 1.1 of the Credit Agreement is hereby amended to amend and restate the
last sentence of the definition of “EBITDA” set forth therein in its entirety as follows:



“EBITDA shall be calculated on a pro forma basis giving effect to
Material Acquisitions and Material Asset Sales on a last twelve (12) months’ basis
using, for any Permitted Acquisition, historical financial statements containing
reasonable adjustments satisfactory to the Administrative Agent, broken down by
fiscal quarter in the Company’s reasonable judgment.”



 


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(c) Section 1.1 of the Credit Agreement is hereby amended to amend and restate the
definitions of “Intercreditor Agreement” and “Loan Documents” set forth therein in
their entirety as follows:



“Intercreditor Agreement” means the Amended and Restated Intercreditor
Agreement, dated as of October 1, 2008 (attached as Exhibit A to
Amendment No. 2 to the Agreement, dated as of October 1, 2008), by and among the
Administrative Agent, the administrative agent under the Term Loan Credit Facility,
the Senior Noteholders, the 2008 Senior Noteholders and any other credit provider to
the Company which may become party thereto from time to time, as the same may be
amended, restated, supplemented, or otherwise modified from time to time.



“Loan Documents” means this Agreement, any promissory notes executed
pursuant to Section 2.12(D), the Domestic Subsidiary Guaranty, the Foreign
Subsidiary Guaranty, the Intercreditor Agreement, and all other documents,
instruments, notes and agreements executed in connection therewith or contemplated
thereby, in each case, as the same may be amended, restated or otherwise modified
and in effect from time to time.



(d) Section 1.1 of the Credit Agreement is hereby amended to amend and restate
clause (i) of the definition of “Permitted Refinancing Indebtedness” in its
entirety as follows:



“(i) does not exceed the aggregate maximum principal amount of and maxumum unused
commitments under (in each case, giving effect to any permitted increases expressly
provided for therein), and accrued interest and any applicable premium and
associated fees and expenses of, the Indebtedness being replaced, renewed,
refinanced or extended,”.



(e) Section 2.10 of the Credit Agreement is hereby amended to delete the reference to
“ABR Loans” therein and to substitute “Floating Rate Loans” therefor.



(f) Section 2.14(E)(ii) of the Credit Agreement is hereby amended to restate the
parenthetical at the end of such clause in its entirety as follows:




“(other than Excluded Taxes, collectively, the “Other Taxes”)”.



(g) Section 5.2 of the Credit Agreement is hereby amended to add the following
sentence at the end of such section:



“For the avoidance of doubt, this Section 5.2 does not apply to the
conversion or continuation of any existing Revolving Loan.”



(h) Section 7.3(A)(xii) of the Credit Agreement is hereby amended and restated in its
entirety as follows:



“(xii) Indebtedness evidenced by the Senior Notes or the 2008 Senior Notes
(including any Indebtedness of the Subsidiary Guarantors arising under a guaranty of
the Senior Notes or the 2008 Senior Notes), and Indebtedness evidenced by the Term
Loan Credit Facility (including any increases pursuant to Section 2.20 thereof and
including any Indebtedness of the Subsidiary Guarantors arising under a guaranty of
the obligations thereunder);”.


 


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(i) Section 7.3(B)(iv) of the Credit Agreement is hereby amended to delete the
reference therein to “Section 7.3(A)(x)” and to substitute “Section 7.3(A)(xiv)”
therefor.



(j) Section 7.3(C)(vii) of the Credit Agreement is hereby amended and restated in its
entirety as follows:



“(vii) Liens arising under or in connection with the Senior Notes, the 2008
Senior Notes, the Term Loan Credit Facility, the 2008 Note Agreement, the Note
Agreement and any other senior (unsubordinated) credit, loan or borrowing facility
or senior (unsubordinated) note purchase agreement similar in form and substance to
any of the foregoing and in a principal amount equal to or greater than $25,000,000,
so long as the creditors under such facility or note purchase agreement agree to be
bound by the terms of the Intercreditor Agreement, the collateral securing the Liens
of such creditors also secures the Obligations, and the Liens of such creditors are
pari passu to the Liens securing the Obligations to the extent that the collateral
securing such Liens also secures the Obligations;”.



(k) Section 7.3(C) of the Credit Agreement is hereby further amended to delete the
proviso in the last paragraph thereof in its entirety and to add the following sentence to the end
of such paragraph:



“Notwithstanding the foregoing, any such agreement, note, indenture or other
instrument may prohibit the creation of a Lien in favor of the Administrative Agent
for the benefit of itself and the Lenders, as collateral for the Obligations, so
long as such prohibition does not apply if the Senior Noteholders, the 2008 Senior
Noteholders, the lenders under the Term Loan Credit Facility and the lenders or
creditors under any other senior (unsubordinated) credit, loan or borrowing facility
or senior (unsubordinated) note purchase agreement similar in form and substance to
any of the foregoing and in a principal amount equal to or greater than $25,000,000,
so long as the creditors under such facility or note purchase agreement agree to be
bound by the terms of the Intercreditor Agreement, shall be provided with a Lien
that is equal and ratable with the Lien provided to the Administrative Agent for the
benefit of itself and the Lenders.”



(l) Section 7.3(D) of the Credit Agreement is hereby amended to (1) amend and restate
clause (v) thereof in its entirety as follows, (2) add the following new clause
(vi), (3) renumber the existing clause (vi) as clause (vii) and amend and
restate it in its entirety as follows, and (4) renumber the existing clauses (vii)
through (x) accordingly:



“(v) Investments in (i) Domestic Incorporated Subsidiaries or (ii) Foreign
Subsidiaries which provide a guarantee (including gross-up amounts for any
withholding taxes or capital charges) of the Obligations (as distinguished from
solely guaranteeing Drawn Foreign Amounts) (each such Foreign Subsidiary, a
“Foreign Guarantor”), so long as any guarantee payments made in connection
with such guarantee can be shared and applied in accordance with the requirements of
the Intercreditor Agreement; provided, however, that any
Investment constituting a Permitted Acquisition shall be governed by clause
(vii) below and not this clause (v);


 


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(vi) Investments in Foreign Subsidiaries which are not Foreign Guarantors,
subject to the Foreign Subsidiary Investment Limitation, if applicable; provided,
that (x) intercompany loans permitted pursuant to Section 7.3(A)(v) and assets of
Foreign Subsidiaries (other than assets directly or indirectly contributed to such
Foreign Subsidiaries by the Company and/or the Significant Domestic Incorporated
Subsidiaries after the Closing Date) which are used to make Investments in other
Foreign Subsidiaries shall not be included in determining compliance with this
clause (vi), (y) prior to consummating any Investment in a Foreign Subsidiary in an
amount in excess of $50,000,000, the Company shall demonstrate to the Administrative
Agent’s satisfaction the Company’s and its Subsidiaries’ pro forma compliance or
planned pro forma compliance with this clause (vi), and (z) any Investment
constituting a Permitted Acquisition shall be governed by clause (vii) below and not
this clause (vi);



(vii) Investments constituting Permitted Acquisitions; provided, that
the Leverage Ratio will not exceed 3.35 to 1.00 after giving effect to any such
Permitted Acquisition in excess of $100,000,000 (as demonstrated by the Company on a
pro forma basis to the Administrative Agent’s satisfaction); provided,
further, that if a Foreign Subsidiary (the “Acquiring Foreign
Subsidiary”) Acquires another Person that becomes a Foreign Subsidiary (the
“Target Sub”) as a result of such Acquisition, and the Equity Interests of
the Target Sub are transferred in their entirety by the Acquiring Foreign Subsidiary
to the Company or a Significant Domestic Incorporated Subsidiary within 60 days
after the date on which the Target Sub is initially Acquired, then the Target Sub
shall be deemed to have been owned at all times by the Company or the applicable
Significant Domestic Incorporated Subsidiary, and, so long as the other conditions
for a Permitted Acquisition have been satisfied and the Leverage Ratio test set
forth above is met, then the Investment in the Target Sub shall be permitted under
this clause (vii)”.



(m) Section 7.3(E) of the Credit Agreement is hereby amended to amend and restate
clause (vi) thereof in its entirety as follows:



“(vi) Contingent Obligations of the Subsidiary Guarantors under any guaranty of the
Indebtedness arising under the Senior Notes, the 2008 Senior Notes, the Note
Agreement, the 2008 Note Agreement, the Term Loan Credit Facility or any other
senior (unsubordinated) credit, loan or borrowing facility or senior
(unsubordinated) note purchase agreement similar in form and substance to any of the
foregoing and in a principal amount equal to or greater than $25,000,000, so long as
the creditors under such facility or note purchase agreement agree to be bound by
the terms of the Intercreditor Agreement,”.


 


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(n) Section 7.3(G) of the Credit Agreement is hereby amended to amend and restate the
last sentence of the introductory paragraph thereof as follows:
“Neither the Company nor any Significant Domestic Subsidiary shall make any Acquisitions,
other than Acquisitions meeting the following requirements or otherwise approved by the
Required Lenders (each such Acquisition constituting a “Permitted Acquisition”):”.



(o) Section 7.3(G) of the Credit Agreement is hereby further amended to add the
following clause immediately following clause (v) of the definition of “Permitted
Acquisition” set forth therein:



“it being acknowledged that the provisions of the foregoing clauses (i)-(v) have
been satisfied as they relate to the MPC Acquisition, and the MPC Acquisition shall
be a Permitted Acquisition.”



(p) Section 7.3(L) of the Credit Agreement is hereby amended to (i) amend and restate
clause (iii) thereof in its entirety as follows, (ii) delete the word “and” immediately
following clause (ix) thereof and substitute a comma (“,”) therefor, (iii) add the word
“and” at the end of clause (x) thereof and (iv) add the following new clause (xi) :




“(iii) the Senior Notes, the 2008 Senior Notes, the Term Loan Credit Facility and any other
senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note
purchase agreement similar in form and substance to any of the foregoing and in a principal
amount equal to or greater than $25,000,000, so long as the creditors under such facility or
note purchase agreement agree to be bound by the terms of the Intercreditor Agreement,”;




“(xi) restrictions and conditions in any existing or future license agreement with respect
to intellectual property that restricts the ability of any party to such agreement to
create, incur or permit a Lien on such intellectual property.”.



(q) Section 8.1 is hereby amended to amend and restate clauses (A) and (O) thereof in
their entirety as follows:



“(A) Failure to Make Payments When Due. (i) The Company shall fail to
pay when due any of the Obligations consisting of principal with respect to the
Loans or Reimbursement Obligations or (ii) any member of the Obligor Group shall
fail to pay within five (5) days of the date when due any of the other Obligations
under this Agreement or the other Loan Documents.”



“(O) Guarantor Revocation. Except as permitted upon the termination
of such Foreign Subsidiary Guarantor’s parent as a Foreign Subsidiary Borrower, any
guarantor of the Obligations shall terminate or revoke any of its obligations under
the Domestic Subsidiary Guaranty or the Foreign Subsidiary Guaranty.”



2. Consent. Effective as of the date first above written, and subject to the
satisfaction of the conditions to effectiveness set forth in Section 3 below, the
Intercreditor Agreement attached hereto as Exhibit A is hereby approved under the Credit
Agreement.


 


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3. Conditions of Effectiveness. This Amendment shall become effective and be deemed
effective as of the date hereof, if, and only if, the Agent shall have received (i) executed
copies of this Amendment from the Company and the Required Lenders and (ii) fully executed and
effective copies of (a) an amendment to the Note Agreement, (b) an agreement evidencing the Term
Loan Credit Facility, (c) the Intercreditor Agreement and (d) the 2008 Note Agreement, each in form
and substance satisfactory to the Agent.



4. Representations and Warranties of the Company. The Company hereby represents and
warrants as follows:



(a) The Credit Agreement as previously executed and as amended and modified hereby constitutes
the legal, valid and binding obligation of the Company and is enforceable against the Company in
accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors’ rights generally and general equitable
principles).



(b) Upon the effectiveness of this Amendment, (i) no Default or Unmatured Default has occurred
and is continuing under the terms of the Credit Agreement, (ii) the Company hereby reaffirms its
obligations and liabilities under the Credit Agreement (as amended hereby) and the other Loan
Documents and (iii) all representations and warranties in the Credit Agreement are true and correct
in all material respects as of the date hereof, other than those which expressly speak to an
earlier date (in which case, the Company represents and warrants that such representations and
warranties were true and correct in all material respects as of such earlier date).




5. Effect on the Credit Agreement.



(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import
shall mean and be a reference to the Credit Agreement, as amended and modified hereby.



(b) Except as specifically amended and modified above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith shall
remain in full force and effect, and are hereby ratified and confirmed.



(c) The execution, delivery and effectiveness of this Amendment shall neither, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Agent, nor constitute a waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.



6. Costs and Expenses. The Company agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and expenses charged to the Agent) incurred by
the Agent in connection with the preparation, arrangement and execution of this Amendment and of
the Agent and the Lenders in connection with the enforcement of this Amendment.


 


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7. Governing Law. This Amendment shall be governed by and construed in accordance
with the internal laws (including 735 ILCS Section 105/5-1 et seq. but otherwise without regards to
the conflicts of laws provisions) of the State of Illinois.



8. 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 purpose.



9. Counterparts. This Amendment may be executed by one or more of the parties to the
Amendment on any number of separate counterparts and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. A facsimile copy of any signature hereto
shall have the same effect as the original of such signature.



10. No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or
interpretation arises, this Amendment shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Amendment.



The remainder of this page is intentionally blank.




 


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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



	 	 	 	 	 
	 	WOODWARD GOVERNOR COMPANY,

as Borrower

 	 
	 	By:  	/s/ Robert F. Weber, Jr.
 	 
	 	 	Name:  	Robert F. Weber, Jr. 	 
	 	 	Title:  	Chief Financial Officer and
Treasurer 	 



Signature Page to

Amendment No. 2 to WGOV Credit Agreement




 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Krys Szremski
 

Name: Krys Szremski
	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement





 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Scott Powell
 

Name: W. Scott Powell
	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement






 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as a Lender	 	 
	 
	 
	 	By:	 	/s/ Corinne M. Potter
 

Name: Corinne M. Potter
	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement






 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ming K. Chu
 

Name: Ming K. Chu
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heidi Sandquist
 

Name: Heidi Sandquist
	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement






 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Derek R. Cook
 

Name: Derek R. Cook
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement






 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Clark
 

Name: Jeffrey Clark
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement






 


 









 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FIRST NATIONAL BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Benigni
 

Name: Paul Benigni	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to

Amendment No. 2 to WGOV Credit Agreement





 


 









 







EXHIBIT A




[Intentionally Removed]