UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2012
 
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-07964
 
73-0785597
(State or other jurisdiction of
incorporation or organization)
 
Commission
File Number
 
(I.R.S. Employer
Identification No.)
 
 
100 Glenborough Drive, Suite 100
Houston, Texas
 
77067
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (281) 872-3100

(Former name, former address and former fiscal year, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01.
Entry into a Material Definitive Agreement.

As originally described in a Current Report on Form 8-K dated October 18, 2011, Noble Energy, Inc., a Delaware corporation (the “Company”), is a party to a Credit Agreement, dated as of October 14, 2011 (the “Credit Agreement”), by and among the Company, as borrower, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, Citibank N.A., as syndication agent, Bank of America, N.A., Mizuho Corporate Bank, LTD., and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents, and certain other commercial lending institutions named therein. The Credit Agreement provided for an initial commitment of $3.0 billion with an option to increase the overall commitment amount by up to an additional $1.0 billion, subject to the consent of any increasing lenders.
On September 28, 2012, the Company increased its borrowing capacity under the Credit Agreement from $3.0 billion to $4.0 billion by exercising the option in the Credit Agreement pursuant to (i) a Commitment Increase Agreement with JPMorgan, as administrative agent, and the existing lenders under the Credit Agreement and (ii) a Commitment Increase Agreement with JPMorgan, as administrative agent, and additional new lenders party to such agreement.
The foregoing description of the Commitment Increase Agreements with the existing lenders and the new lenders does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 and 10.2 hereto.
Item 2.03.
Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits. The following exhibits are filed as part of this current report on Form 8-K:

10.1
Commitment Increase Agreement (Existing Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.

10.2
Commitment Increase Agreement (New Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                    

 
 
 
NOBLE ENERGY, INC.
 
 
 
 
Date: October 2, 2012
 
By:
 /s/ Kenneth M. Fisher
 
 
 
Kenneth M. Fisher
 
 
 
Senior Vice President, Chief Financial Officer

                




INDEX TO EXHIBITS

Exhibit No.
    Description
10.1
Commitment Increase Agreement (Existing Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.

10.2
Commitment Increase Agreement (New Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.



 






Exhibit 10.1
Execution Copy
COMMITMENT INCREASE AGREEMENT
(EXISTING LENDERS)
THIS COMMITMENT INCREASE AGREEMENT (this “ Agreement ”) dated as of September 28, 2012 (the “ Commitment Increase Effective Date ”) is among each of the Lenders signatory hereto and listed on Schedule I hereto (each an “ Existing CI Lender ”) and Noble Energy, Inc., a Delaware corporation (the “ Borrower ”). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement referred to below.
R E C I T A L S
A.    The Borrower, the Administrative Agent and the other Agents and certain Lenders have entered into that certain Credit Agreement dated as of October 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).
B.    The Borrower has caused, pursuant to Section 2.9 of the Credit Agreement, that the Total Commitment be increased by an additional $1,000,000,000 to a total of $4,000,000,000.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01     Commitment Increase .
(a)    Pursuant to Section 2.9 of the Credit Agreement, effective as of the Commitment Increase Effective Date in accordance with Section 1.05 hereof, each Existing CI Lender’s Commitment is hereby increased in the amount set forth opposite such Existing CI Lender’s name on Schedule I hereto. Each Existing CI Lender’s total Commitment, after giving effect to such increase and/or certain assignments made on the Commitment Increase Effective Date, is also set forth opposite such Existing CI Lender’s name on Schedule I.
(b)    Attached hereto as Schedule II is a new “Schedule II” which replaces the existing Schedule II to the Credit Agreement, such new Schedule II reflecting the Total Commitment after giving effect to (i) the increase in each Existing CI Lender’s Commitment contemplated hereby, (ii) the joinder of certain additional financial institutions not already party to the Credit Agreement (each a “ New CI Lender ” and defined as a “ CI Lender ” in the Credit Agreement) as a Lender under the Credit Agreement pursuant to that certain Commitment Increase Agreement dated as of the Commitment Increase Effective Date among the New CI Lenders signatory thereto and the Borrower and (iii) any Lender Assignment Agreements effected concurrently herewith.
Section 1.02     Agreements . Each Existing CI Lender hereby agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own

1

credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.9 of the Credit Agreement).
Section 1.03      Representations and Warranties . The Borrower hereby represents and warrants to the Lenders that as of the Commitment Increase Effective Date, immediately after giving effect to the terms of this Agreement, no Default or Event of Default has occurred and is continuing.
Section 1.04     Confirmation . The provisions of the Credit Agreement, as amended from time to time in accordance with its terms, shall remain in full force and effect following the effectiveness of this Agreement.
Section 1.05     Effectiveness . This Agreement shall become effective on the Commitment Increase Effective Date in accordance with Section 2.9 of the Credit Agreement.
Section 1.06     Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on 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 a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 1.07     Governing Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
Section 1.08     Severability . In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 1.09     Notices . All communications and notices hereunder shall be in writing and given as provided in Section 10.2 of the Credit Agreement.
Section 1.10     Loan Document . This Agreement is a Loan Document.

[Signature Pages Follow]

2


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

NOBLE ENERGY, INC.,
as the Borrower
By:
/s/ Gerald M. Stevenson
Name: Gerald M. Stevenson
Title: Vice President and Treasurer


3


ACKNOWLEDGED AND ACCEPTED BY:
    
JPMORGAN CHASE BANK, N.A.,     as
Administrative Agent and an Existing CI Lender


By:     /s/ Debra Hrelja                
Name:     Debra Hrelja
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

BANK OF AMERICA, N.A., as an Existing CI Lender


By:     /s/ Christopher Renyi                
Name:    Christopher Renyi
Title:    Vice President
    

Signature Page
Commitment Increase Agreement (Existing Lenders)
 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Existing CI Lender


By:     /s/ Maria Ferradas                
Name:    Maria Ferradas
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

CITIBANK, N.A., as an Existing CI Lender


By:     /s/ John F. Miller                
Name:     John F. Miller
Title:    Attorney-in-Fact



Signature Page
Commitment Increase Agreement (Existing Lenders)

DNB BANK ASA, as an Existing CI Lender


By:     /s/ Thomas Tangen                
Name:     Thomas Tangen
Title:    Senior Vice President
Head of Corporate Banking


By:     /s/ Pal Boger                    
Name:    Pal Boger
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

MIZUHO CORPORATE BANK, LTD.,
as an Existing CI Lender


By:     /s/ Leon Mo                    
Name:     Leon Mo    
Title:    Authorized Signatory



Signature Page
Commitment Increase Agreement (Existing Lenders)

BARCLAYS BANK PLC, as an Existing CI Lender


By:     /s/ Michael Mozer                
Name:    Michael Mozer
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

COMPASS BANK, as an Existing CI Lender


By:     /s/ Ann Van Wagener                
Name:    Ann Van Wagener
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

DEUTSCHE BANK AG NEW YORK BRANCH, as an Existing CI Lender


By:     /s/ Ming K. Chu                
Name: Ming K. Chu
Title:    Vice President

By:     /s/ Andreas Neumeier                
Name: Andreas Neumeier
Title:    Managing Director


Signature Page
Commitment Increase Agreement (Existing Lenders)

HSBC BANK USA, NATIONAL ASSOCIATION, as an Existing CI Lender


By:     /s/ Mercedes Ahumada            
Name:    Mercedes Ahumada
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

LLOYDS TSB BANK PLC, as an Existing CI Lender


By:     /s/ Stephen Giacolone                
Name:     Stephen Giacolone
Title:    Assistant Vice President (G011)

By:     /s/ Julia R. Franklin                
Name:     Julia R. Franklin
Title:    Vice President (F014)


Signature Page
Commitment Increase Agreement (Existing Lenders)

SUMITOMO MITSUI BANKING CORPORATION, as an Existing CI Lender


By:     /s/ Shuji Yabe                    
Name: Shuji Yabe
Title:    Managing Director



Signature Page
Commitment Increase Agreement (Existing Lenders)

U.S. BANK NATIONAL ASSOCIATION,
as an Existing CI Lender


By:     /s/ John Prigge                    
Name:    John Prigge
Title:    Vice President



Signature Page
Commitment Increase Agreement (Existing Lenders)

MORGAN STANLEY BANK, N.A.
as an Existing CI Lender


By:     /s/ Kelly Chin                    
Name:    Kelly Chin
Title:    Authorized Signatory



Signature Page
Commitment Increase Agreement (Existing Lenders)

BMO HARRIS FINANCING, INC.,
as an Existing CI Lender


By:     /s/ Gumaro Tijerina                
Name:    Gumaro Tijerina
Title:    Director



Signature Page
Commitment Increase Agreement (Existing Lenders)

CIBC INC., as an Existing CI Lender


By:     /s/ Trudy Nelson                
Name: Trudy Nelson
Title:    Authorized Signatory

By:     /s/ Richard Antl                
Name: Richard Antl
Title:    Authorized Signatory


Signature Page
Commitment Increase Agreement (Existing Lenders)


SOCIETE GENERALE, as an Existing CI Lender


By:     /s/ Anson D. Williams                
Name:     Anson D. Williams
Title:    Director



Signature Page
Commitment Increase Agreement (Existing Lenders)

SCHEDULE I
SCHEDULE OF COMMITMENT INCREASES
EXISTING LENDER
COMMITMENT INCREASE
COMMITMENTS  
(After Giving Effect to Increase And/Or Assignments)
JPMorgan Chase Bank, N.A.
$30,000,000
$280,000,000
Bank of America, N.A.
$30,000,000
$280,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
$105,000,000
$280,000,000
Citibank, N.A.
$30,000,000
$280,000,000
DNB BANK ASA
$5,000,000
$280,000,000
Mizuho Corporate Bank, Ltd.
$30,000,000
$280,000,000
Barclays Bank PLC
$15,000,000
$160,000,000
Compass Bank
$15,000,000
$160,000,000
Deutsche Bank AG New York Branch
$15,000,000
$160,000,000
HSBC Bank USA, National Association
$15,000,000
$160,000,000
Lloyds TSB Bank plc
$15,000,000
$160,000,000
Sumitomo Mitsui Banking Corporation
$15,000,000
$160,000,000
U.S. Bank National Association
$15,000,000
$160,000,000
Morgan Stanley Bank, N.A.
$50,000,000
$125,000,000
BMO Harris Financing, Inc.
$15,000,000
$75,000,000
CIBC Inc.
$15,000,000
$75,000,000
Societe Generale
$15,000,000
$75,000,000




Schedule I
 

SCHEDULE II
SCHEDULE OF COMMITMENTS
NAME OF LENDER
COMMITMENTS
JPMorgan Chase Bank, N.A.
$280,000,000
Bank of America, N.A.
$280,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
$280,000,000
Citibank, N.A.
$280,000,000
DNB BANK ASA
$280,000,000
Mizuho Corporate Bank, Ltd.
$280,000,000
Barclays Bank PLC
$160,000,000
Compass Bank
$160,000,000
Deutsche Bank AG New York Branch
$160,000,000
HSBC Bank USA, National Association
$160,000,000
Lloyds TSB Bank plc
$160,000,000
Sumitomo Mitsui Banking Corporation
$160,000,000
U.S. Bank National Association
$160,000,000
Wells Fargo Bank, National Association
$160,000,000
Morgan Stanley Bank, N.A.
$125,000,000
BMO Harris Financing, Inc.
$75,000,000
BNP Paribas
$75,000,000
Commonwealth Bank of Australia
$75,000,000
CIBC Inc.
$75,000,000
Royal Bank of Canada
$75,000,000
The Bank of Nova Scotia
$75,000,000
Societe Generale
$75,000,000
UBS Loan Finance LLC
$75,000,000
Fifth Third Bank
$60,000,000
Toronto Dominion (New York) LLC
$60,000,000
Branch Banking and Trust Company
$40,000,000
Bank of China, NY Branch
$40,000,000
PNC Bank, National Association
$40,000,000
Standard Chartered Bank
$40,000,000
The Bank of New York Mellon
$35,000,000
TOTAL
$4,000,000,000


Schedule II
 

Exhibit 10.2
Execution Copy
COMMITMENT INCREASE AGREEMENT
(NEW LENDERS)
THIS COMMITMENT INCREASE AGREEMENT (this “ Agreement ”) dated as of September 28, 2012 (the “ Commitment Increase Effective Date ”) is among each of the new Lenders signatory hereto and listed on Schedule I hereto (each a “ New CI Lender ” and defined in the Credit Agreement as a “ CI Lender ”) and Noble Energy, Inc., a Delaware corporation (the “ Borrower ”). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement referred to below.
R E C I T A L S
A.    The Borrower, the Administrative Agent and the other Agents and certain Lenders have entered into that certain Credit Agreement dated as of October 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).
B.    The Borrower has caused, pursuant to Section 2.9 of the Credit Agreement, that the Total Commitment be increased by an additional $1,000,000,000 to a total of $4,000,000,000.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01     Additional Lender .
(a)    Pursuant to Section 2.9 of the Credit Agreement, effective as of the Commitment Increase Effective Date in accordance with Section 1.05 hereof, each New CI Lender shall hereby (i) become a Lender under, and for all purposes of, the Credit Agreement with a Commitment in the amount set forth opposite such New CI Lender’s name on Schedule I hereto and (ii) have all of the rights and obligations of a Lender under the Credit Agreement.
(b)    Attached hereto as Schedule II is a new “Schedule II” which replaces the existing Schedule II to the Credit Agreement, such new Schedule II reflecting the Total Commitment after giving effect to (i) the joinder of each New CI Lender as a Lender under the Credit Agreement contemplated hereby, (ii) the increase in the Total Commitment contemplated by that certain Commitment Increase Agreement dated as of the Commitment Increase Effective Date among the existing Lenders signatory thereto (each defined in such Commitment Increase Agreement as an “ Existing CI Lender ”) and the Borrower and (iii) any Lender Assignment Agreements effected concurrently herewith.
Section 1.02     Agreements . Each New CI Lender hereby agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own

1

credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.9 of the Credit Agreement).
Section 1.03      Representations and Warranties . The Borrower represents and warrants to the Lenders that as of the Commitment Increase Effective Date, immediately after giving effect to the terms of this Agreement, no Default or Event of Default has occurred and is continuing.
Section 1.04     Confirmation . The provisions of the Credit Agreement, as amended from time to time in accordance with its terms, shall remain in full force and effect following the effectiveness of this Agreement.
Section 1.05     Effectiveness . This Agreement shall become effective on the Commitment Increase Effective Date in accordance with Section 2.9 of the Credit Agreement.
Section 1.06     Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on 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 a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 1.07     Governing Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
Section 1.08     Severability . In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 1.09     Notices . All communications and notices hereunder shall be in writing and given as provided in Section 10.2 of the Credit Agreement; provided that all communications and notices hereunder to each New CI Lender shall be given to it at the address set forth in its Administrative Questionnaire.
Section 1.10     Loan Document . This Agreement is a Loan Document.

[Signature Page Follows]

2



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

NOBLE ENERGY, INC.,
as the Borrower
By:
/s/ Gerald M. Stevenson
Name: Gerald M. Stevenson
Title: Vice President and Treasurer


3




ACKNOWLEDGED AND ACCEPTED BY:
    
JPMORGAN CHASE BANK, N.A.,     as
Administrative Agent


By:     /s/ Debra Hrelja                
Name: Debra Hrelja
Title: Vice President



Signature Page
Commitment Increase Agreement (New Lenders)



BNP PARIBAS, as a New CI Lender


By:     /s/ David Dodd                
Name:     David Dodd
Title: Managing Director

By:     /s/ Sriram Chandrasekaran            
Name:     Sriram Chandrasekaran
Title: Vice President



Signature Page
Commitment Increase Agreement (New Lenders)



COMMONWEALTH BANK OF AUSTRALIA, as a New CI Lender


By:     /s/ Greg Calone                
Name: Greg Calone
Title: Head of Natural Resources - Americas



Signature Page
Commitment Increase Agreement (New Lenders)



ROYAL BANK OF CANADA, as a New CI Lender


By:     /s/ Chris Benton                
Name:     Chris Benton
Title:    Authorized Signatory



Signature Page
Commitment Increase Agreement (New Lenders)



THE BANK OF NOVA SCOTIA, as a New CI Lender


By:     /s/ Terry Donovan                
Name: Terry Donovan
Title:    Managing Director



Signature Page
Commitment Increase Agreement (New Lenders)



UBS LOAN FINANCE LLC, as a New CI Lender


By:     /s/ Irja R. Otsa                    
Name:     Irja R. Otsa
Title:    Associate Director

By:     /s/ David Urban                 
Name:     David Urban
Title:    Associate Director


Signature Page
Commitment Increase Agreement (New Lenders)



BRANCH BANKING AND TRUST COMPANY, as a New CI Lender


By:     /s/ De Von J. Lang                
Name: De Von J. Lang
Title:    Vice President



Signature Page
Commitment Increase Agreement (New Lenders)



BANK OF CHINA, NY BRANCH,
as a New CI Lender


By:     /s/ Dong Yuan                    
Name: Dong Yuan
Title:    Deputy General Manager



Signature Page
Commitment Increase Agreement (New Lenders)



PNC BANK, NATIONAL ASSOCIATION,
as a New CI Lender


By:     /s/ M. Colin Warman                
Name: M. Colin Warman
Title:    Vice President



Signature Page
Commitment Increase Agreement (New Lenders)



STANDARD CHARTERED BANK,
as a New CI Lender


By:     /s/ Johanna Minaya                
Name: Johanna Minaya
Title:    Associate Director Capital Markets


By:     /s/ R. Reddington                
Name: R. Reddington
Title:    CDS Manager


Signature Page
Commitment Increase Agreement (New Lenders)




THE BANK OF NEW YORK MELLON,
as a New CI Lender


By:     /s/ Hussam S. Alsahlani            
Name: Hussam S. Alsahlani
Title:    Vice President



Signature Page
Commitment Increase Agreement (New Lenders)



SCHEDULE I
SCHEDULE OF NEW LENDER COMMITMENTS
NEW LENDER
COMMITMENT
BNP Paribas
$75,000,000
Commonwealth Bank of Australia
$75,000,000
Royal Bank of Canada
$75,000,000
The Bank of Nova Scotia
$75,000,000
UBS Loan Finance LLC
$75,000,000
Branch Banking and Trust Company
$40,000,000
Bank of China, NY Branch
$40,000,000
PNC Bank, National Association
$40,000,000
Standard Chartered Bank
$40,000,000
The Bank of New York Mellon
$35,000,000


SCHEDULE I

SCHEDULE II
SCHEDULE OF COMMITMENTS
NAME OF LENDER
COMMITMENTS
JPMorgan Chase Bank, N.A.
$280,000,000
Bank of America, N.A.
$280,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
$280,000,000
Citibank, N.A.
$280,000,000
DNB BANK ASA
$280,000,000
Mizuho Corporate Bank, Ltd.
$280,000,000
Barclays Bank PLC
$160,000,000
Compass Bank
$160,000,000
Deutsche Bank AG New York Branch
$160,000,000
HSBC Bank USA, National Association
$160,000,000
Lloyds TSB Bank plc
$160,000,000
Sumitomo Mitsui Banking Corporation
$160,000,000
U.S. Bank National Association
$160,000,000
Wells Fargo Bank, National Association
$160,000,000
Morgan Stanley Bank, N.A.
$125,000,000
BMO Harris Financing, Inc.
$75,000,000
BNP Paribas
$75,000,000
Commonwealth Bank of Australia
$75,000,000
CIBC Inc.
$75,000,000
Royal Bank of Canada
$75,000,000
The Bank of Nova Scotia
$75,000,000
Societe Generale
$75,000,000
UBS Loan Finance LLC
$75,000,000
Fifth Third Bank
$60,000,000
Toronto Dominion (New York) LLC
$60,000,000
Branch Banking and Trust Company
$40,000,000
Bank of China, NY Branch
$40,000,000
PNC Bank, National Association
$40,000,000
Standard Chartered Bank
$40,000,000
The Bank of New York Mellon
$35,000,000
TOTAL
$4,000,000,000


SCHEDULE II