U. S. 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
November 17, 2011
(Date of ReportDate of Earliest Event Reported)
CACI International Inc
(Exact name of registrant as specified in its Charter)
Delaware | 001-31400 | 54-1345899 | ||
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS Employer Identification No.) |
1100 N. Glebe Road,
Arlington, Virginia 22201
(Address of Principal executive offices) (ZIP code)
(703) 841-7800
(Registrants telephone number, including area code)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 November 18, 2011, CACI International Inc and certain of its subsidiaries (CACI) entered into a second amendment (the Amendment) to its Credit Agreement (as amended, restated and modified from time to time prior to the date hereof, the Credit Agreement), dated as of October 21, 2010, with the lenders named therein and Bank of America, N.A., as administrative agent.
Under the Credit Agreement, CACI is subject to a minimum fixed charge coverage ratio covenant, tested on a quarterly basis. For purposes of that covenant, fixed charges include restricted payments, other than certain specified restricted payments. The Amendment (a) eliminates the fixed amount of specified restricted payments that can be deducted from fixed charges in 2012 and thereafter, and (b) broadens the category of restricted payments that are excluded from the covenant calculation by excluding any restricted payment made when CACIs consolidated total leverage ratio is less than 3:1 on a pro forma basis after giving effect to such restricted payment.
The Amendment also modifies the margins applicable to the determination of the interest rate and unused fees under the Credit Agreement, by decreasing the applicable margins depending on CACIs consolidated total leverage ratio (a) for Eurodollar rate loans from a range of 2.0% to 3.5% to a range of 1.25% to 2.5%, (b) for base rate loans from a range of 1.0% to 2.5% to a range of 0.25% to 1.5%, (c) for fees for unused amounts on the Revolving Loan from a range of 0.35% to 0.50% to a range of 0.20% to 0.40%, and extends the maturity date of the credit facility from October 21, 2015 to November 18, 2016, adjusting the amortization payments. The Amendment also increases from $200 million to $300 million the permitted aggregate amount of incremental facilities that may be added by amendment to the credit facility.
All other terms of the Credit Agreement remain the same. Additional information regarding the terms of the Credit Agreement, as previously amended, is contained in CACIs current reports on Form 8-K, filed October 27, 2010 and May 18, 2011, which are incorporated herein by reference.
This summary does not purport to be complete and is qualified in its entirety by the complete text of the Credit Agreement, as amended previously and pursuant to the Amendment, filed as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders of CACI International Inc (the Company), for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on November 17, 2011.
The results detailed below represent the final voting results:
Proposal 1
The following nine nominees were elected to the Board of Directors of the Company (the Board of Directors):
Director Name |
For | Withheld | Broker Non-Votes |
|||||||||
Paul M. Cofoni |
20,953,320 | 422,922 | 2,232,940 | |||||||||
James S. Gilmore III |
20,985,933 | 390,379 | 2,232,940 | |||||||||
Gregory G. Johnson |
20,997,590 | 378,722 | 2,232,940 | |||||||||
Richard L. Leatherwood |
20,928,133 | 448,179 | 2,232,940 | |||||||||
J.P. London |
20,902,780 | 473,532 | 2,232,940 |
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Director Name |
For | Withheld | Broker Non-Votes |
|||||||||
James L. Pavitt |
20,996,019 | 380,293 | 2,232,940 | |||||||||
Warren R. Phillips |
21,055,618 | 320,694 | 2,232,940 | |||||||||
Charles P. Revoile |
20,924,320 | 451,992 | 2,232,940 | |||||||||
William S. Wallace |
21,129,613 | 246,699 | 2,232,940 |
Proposal 2
Shareholders approved, on an advisory basis, the compensation paid to the companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2011 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:
For | Against | Abstain | Broker Non-Votes | |||
20,884,755 | 467,302 | 24,255 | 2,232,940 |
Proposal 3
Shareholders recommended, on an advisory basis, that future advisory votes on the companys executive compensation be held every year:
Every Year |
Every Two Years |
Every Three Years |
Abstain | Broker Non-votes | ||||
20,625,480 | 97,325 | 633,115 | 20,392 | 2,232,940 |
The Board of Directors intends, consistent with the above vote, to hold future advisory votes on executive compensation every year.
Proposal 4
Shareholders approved amendments to the 2006 Stock Incentive Plan:
For | Against | Abstain | Broker Non-Votes | |||
15,586,547 | 5,760,820 | 28,945 | 2,232,940 |
Proposal 5
Shareholders approved the adjournment of the meeting, if necessary, to solicit additional proxies:
For |
Against | Abstain | ||
16,914,628 | 6,602,556 | 92,068 |
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Proposal 6
Shareholders ratified the appointment of Ernst & Young LLP as the Companys independent auditor for fiscal year 2012:
For |
Against | Abstain | ||
23,394,495 | 199,529 | 15,228 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Description | |
10.1 | The Credit Agreement dated October 21, 2010, between CACI International Inc, Bank of America, N.A. and a consortium of participating banks (incorporated by reference to Exhibit 10.1 to CACIs Form 8-K, filed October 27, 2010). | |
10.2 | Amendment dated May 17, 2011 to the Credit Agreement dated October 21, 2010, between CACI International Inc, Bank of America, N.A. and a consortium of participating banks (incorporated by reference to Exhibit 10.2 to CACIs Form 8-K, filed May 19, 2011). | |
10.3* | Amendment dated November 18, 2011 to the Credit Agreement dated October 21, 2010, between CACI International Inc, Bank of America, N.A. and a consortium of participating banks). |
* | filed herewith |
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SIGNATURE
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.
CACI International Inc | ||
By: | /s/ Arnold D. Morse | |
Arnold D. Morse Senior Vice President, Chief Legal Officer and Secretary |
Dated: November 22, 2011
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Exhibit 10.3
SECOND AMENDMENT
THIS SECOND AMENDMENT (this Amendment) dated as of November 18, 2011 to the Credit Agreement referenced below is by and among CACI International Inc, a Delaware corporation (the Borrower), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the Administrative Agent).
W I T N E S S E T H
WHEREAS, revolving credit and term loan facilities have been extended to the Borrower pursuant to the Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the Credit Agreement) dated as of October 21, 2010 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and
WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and all the Lenders have agreed to the requested modifications to the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
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2. Amendments. The Credit Agreement is amended as follows:
2.1 The table in the definition of Applicable Rate in Section 1.01 is amended to read as follows:
Pricing Tier |
Consolidated Total Leverage Ratio |
Eurodollar Rate Loans |
Base Loans |
Commitment Fee |
||||||||||
1 | < 1.25:1.0 | 1.25 | % | 0.25 | % | 0.20 | % | |||||||
2 | ³ 1.25:1.0 but < 2.25:1.0 | 1.50 | % | 0.50 | % | 0.25 | % | |||||||
3 | ³ 2.25:1.0 but < 3.25:1.0 | 1.75 | % | 0.75 | % | 0.30 | % | |||||||
4 | ³ 3.25:1.0 but < 4.25:1.0 | 2.00 | % | 1.00 | % | 0.35 | % | |||||||
5 | ³ 4.25:1.0 | 2.50 | % | 1.50 | % | 0.40 | % |
2.2 In the definition of Applicable Rate in Section 1.01 the reference to Pricing Tier 6 is amended to read Pricing Tier 5 and a new sentence is inserted before the last sentence of the definition to read as follows:
The Applicable Rate in effect from the effective date of the Second Amendment to this Agreement through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b) for the fiscal quarter ending December 31, 2011 shall be determined based upon Pricing Tier 2.
2.3 In the definition of Consolidated Fixed Charges in Section 1.01 clause (d) is amended to read as follows:
Restricted Payments made under Section 8.06(d) (other than (i) Specified Restricted Payments and (ii) all other Restricted Payments made since the end of the most recent Applicable Period most recently ended prior to the date of such Restricted Payment if, at the time any such Restricted Payment is made, the Consolidated Total Leverage Ratio recomputed as of the end of such Applicable Period is less than 3.0:1.0 on a Pro Forma Basis after giving effect to such Restricted Payment plus all other Restricted Payments made since the end of such Applicable Period).
2.4 The definition of Maturity Date in Section 1.01 is amended to read as follows:
Maturity Date means November 18, 2016; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
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2.5 In the definition of Specified Restricted Payments in Section 1.01, the word and is inserted after clause (a), a period is inserted after clause (b) and clauses (c) and (d) are deleted in their entirety.
2.6 The table in Section 2.07(c) is amended to read as follows:
Payment Dates |
Principal Amortization Payment |
|||
March 31, 2011 |
$ | 1,875,000 | ||
June 30, 2011 |
$ | 1,875,000 | ||
September 30, 2011 |
$ | 1,875,000 | ||
December 31, 2011 |
$ | 1,875,000 | ||
March 31, 2012 |
$ | 1,875,000 | ||
June 30, 2012 |
$ | 1,875,000 | ||
September 30, 2012 |
$ | 1,875,000 | ||
December 31, 2012 |
$ | 1,875,000 | ||
March 31, 2013 |
$ | 1,875,000 | ||
June 30, 2013 |
$ | 1,875,000 | ||
September 30, 2013 |
$ | 1,875,000 | ||
December 31, 2013 |
$ | 1,875,000 | ||
March 31, 2014 |
$ | 1,875,000 | ||
June 30, 2014 |
$ | 1,875,000 | ||
September 30, 2014 |
$ | 1,875,000 | ||
December 31, 2014 |
$ | 1,875,000 | ||
March 31, 2015 |
$ | 1,875,000 | ||
June 30, 2015 |
$ | 1,875,000 | ||
September 30, 2015 |
$ | 1,875,000 | ||
December 31, 2015 |
$ | 3,750,000 | ||
March 31, 2016 |
$ | 3,750,000 | ||
June 30, 2016 |
$ | 3,750,000 | ||
September 30, 2016 |
$ | 3,750,000 | ||
Maturity Date for the Term Loan |
|
Unpaid principal balance of the Term Loan |
|
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2.7 The reference to $200 million in clause (iv)(A) of the second proviso of Section 11.01 is amended to read $300 million.
3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions precedent:
(a) Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment executed by the Loan Parties and the Lenders.
(b) Opinions of Counsel. Receipt by the Administrative Agent of customary opinions of legal counsel to the extent requested by the Administrative Agent.
(c) Certified Resolutions. Receipt by the Administrative Agent of such certificates of resolutions or other action of the Loan Parties authorizing and approving this Amendment.
(d) Assignment and Assumption. Each Lender that will not execute this Amendment shall have assigned all of its rights and obligations under the Credit Agreement and the other Loan Documents (including all of its Commitments and the Loans) in accordance with Section 11.06(b) of the Credit Agreement to a Lender that will execute this Amendment.
(e) Fees. Receipt by the Administrative Agent, the Arranger and the Lenders of all fees required to be paid on or before the effective date of this Amendment.
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4. Amendment is a Loan Document. This Amendment is a Loan Document and all references to a Loan Document in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.
5. Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment, (a) the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (b) no Default exists.
6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Loan Partys obligations under the Loan Documents (except as expressly set forth in Section 2 above).
7. Reaffirmation of Security Interests. Each Loan Party (a) agrees that, notwithstanding the effectiveness of this Amendment, the Security Agreement and each of the other Collateral Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guaranty of the Obligations and its grant of a security interest pursuant to the Collateral Documents in its assets that constitute Collateral as collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guaranty and grant continues in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents.
8. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.
9. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.
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10. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first above written.
BORROWER: | CACI INTERNATIONAL INC, a Delaware corporation | |||||
By: | /s/ Thomas A. Mutryn |
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Name: | Thomas A. Mutryn | |||||
Title: | Executive Vice President, Chief Financial Officer & Treasurer | |||||
GUARANTORS: | CACI PRODUCTS COMPANY, a Delaware corporation | |||||
CACI PRODUCTS COMPANY CALIFORNIA, a California corporation | ||||||
CACI, INC.-FEDERAL, a Delaware corporation | ||||||
CACI, INC.-COMMERCIAL, a Delaware corporation | ||||||
CACI TECHNOLOGIES, INC., a Virginia corporation | ||||||
CACI DYNAMIC SYSTEMS, INC., a Virginia corporation | ||||||
CACI PREMIER TECHNOLOGY, INC., a Delaware corporation | ||||||
CACI MTL SYSTEMS, INC., a Delaware corporation | ||||||
CACI SYSTEMS, INC., a Virginia corporation | ||||||
CACI-CMS INFORMATION SYSTEMS, INC, a Virginia corporation | ||||||
CACI ENTERPRISE SOLUTIONS, INC., a Delaware corporation | ||||||
R.M. VREDENBURG & CO., a Virginia corporation | ||||||
CACI-WGI, INC., a Delaware corporation | ||||||
CACI SECURED TRANSFORMATIONS, INC., a Florida corporation | ||||||
CACI-NSR, INC., a Delaware corporation | ||||||
CACI TECHNOLOGY INSIGHTS, INC., a Virginia corporation | ||||||
CACI-ATHENA, INC., a Delaware corporation | ||||||
BUSINESS DEFENSE AND SECURITY CORPORATION, a Virginia corporation |
CACI-ISS, INC., a Delaware corporation | ||||||
SYSTEMWARE INCORPORATED, a California corporation | ||||||
APPLIED SYSTEMS RESEARCH, INC., a Virginia corporation | ||||||
TECHNIGRAPHICS, INC., an Ohio corporation | ||||||
PANGIA TECHNOLOGIES, LLC, a Nevada limited liability company | ||||||
By: | /s/ Thomas A. Mutryn |
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Name: | Thomas A. Mutryn | |||||
Title: | Executive Vice President, Chief Financial Officer & Treasurer |
[SIGNATURE PAGES FOLLOW]
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent | |||
By: | /s/ Roberto Salazar | |||
Name: | Roberto Salazar | |||
Title: | Vice President |
[SIGNATURE PAGES FOLLOW]
LENDERS: | BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | |||||
By: | /s/ Michael T. Radcliffe |
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Name: | Michael T. Radcliffe | |||||
Title: | Senior Vice President | |||||
JPMORGAN CHASE BANK, N.A. | ||||||
By: | /s/ Anthony Galea |
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Name: | Anthony Galea | |||||
Title: | Vice President | |||||
SUNTRUST BANK | ||||||
By: | /s/ David Bennett |
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Name: | David Bennett | |||||
Title: | Vice President | |||||
CITIZENS BANK OF PENNSYLVANIA | ||||||
By: | /s/ Sandra BVW Braun |
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Name: | Sandra BVW Braun | |||||
Title: | SVP |
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Scott Santa Cruz |
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Name: | Scott Santa Cruz | |||||
Title: | Managing Director | |||||
RBC BANK (USA) | ||||||
By: |
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Name: | ||||||
Title: | ||||||
BRANCH BANKING AND TRUST COMPANY | ||||||
By: | /s/ James E. Davis |
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Name: | James E. Davis | |||||
Title: | Senior Vice President | |||||
PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Bremmer Kneib |
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Name: | Bremmer Kneib | |||||
Title: | Assistant Vice President |
[SIGNATURE PAGES FOLLOW]
SUMITOMO MITSUI BANKING CORPORATION, NEW YORK | ||||||
By: |
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Name: | ||||||
Title: | ||||||
MANUFACTURERS AND TRADERS TRUST COMPANY | ||||||
By: |
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Name: | ||||||
Title: | ||||||
TD BANK, N.A. | ||||||
By: | /s/ Louise Wager |
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Name: | Louise Wager | |||||
Title: | Vice President | |||||
U.S. BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Steven L. Sawyer |
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Name: | Steven L. Sawyer | |||||
Title: | Vice President |
CAPITAL ONE, N.A. | ||||||
By: | /s/ Todd W. Rowley |
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Name: | Todd W. Rowley | |||||
Title: | SVP | |||||
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||||||
By: | /s/ Shaheen Malik |
/s/ Michael Spaight | ||||
Name: | Shaheen Malik | Michael Spaight | ||||
Title: | Vice President | Associate | ||||
THE NORTHERN TRUST COMPANY | ||||||
By: | /s/ Michael Kingsley |
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Name: | Michael Kingsley | |||||
Title: | Sr. Vice President | |||||
FIRST COMMONWEALTH BANK | ||||||
By: | /s/ Lawrence C. Deihle |
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Name: | Lawrence C. Deihle | |||||
Title: | SVP |
[SIGNATURE PAGES FOLLOW]
TAIPEI FUBON COMMERCIAL BANK, CO., LTD. | ||||||
By: | /s/ Bill Hwang |
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Name: | Bill Hwang | |||||
Title: | First Vice President & General Manager | |||||
BANK LEUMI USA | ||||||
By: |
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Name: | ||||||
Title: | ||||||
THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH | ||||||
By: |
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Name: | ||||||
Title: | ||||||
CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH | ||||||
By: | /s/ Eric Y.S. Tsai |
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Name: | /s/ Eric Y.S. Tsai | |||||
Title: | V.P. & General Manager |
ROYAL BANK OF CANADA | ||||||
By: | /s/ Richard Smith |
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Name: | Richard Smith | |||||
Title: | Authorized Signatory |