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Delaware
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001-07964
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73-0785597
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(State or other jurisdiction of
incorporation or organization)
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Commission
File Number
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(I.R.S. Employer
Identification No.)
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1001 Noble Energy Way
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Houston Texas
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77070
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 2.03.
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Creation of a Direct Financial Obligation.
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(d)
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Exhibits. The following exhibit is filed as part of this current report on Form 8-K:
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10.1
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First Amendment to Credit Agreement, dated October 3, 2013, by and among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Citibank N.A., as syndication agent, and Bank of America, N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Bank, Ltd. and DNB Bank ASA as documentation agents, and the other commercial lending institutions party thereto.
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NOBLE ENERGY, INC.
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Date: October 9, 2013
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By:
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/s/ Kenneth M. Fisher
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Kenneth M. Fisher
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Executive Vice President, Chief Financial Officer
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Exhibit No.
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Description
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10.1
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First Amendment to Credit Agreement, dated October 3, 2013, by and among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Citibank N.A., as syndication agent, and Bank of America, N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Bank, Ltd. and DNB Bank ASA as documentation agents, and the other commercial lending institutions party thereto.
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BORROWER:
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NOBLE ENERGY, INC.
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By:
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/s/ Gerald M. Stevenson
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Name:
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Gerald M. Stevenson
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Title:
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Vice President and Treasurer
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LENDERS:
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JPMORGAN CHASE BANK, N.A.,
individually as a Lender, as the Administrative Agent, as an Issuing Bank and as the Swingline Lender
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By:
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/s/ Robert L. Mendoza
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Name:
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Robert L. Mendoze
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Title:
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Vice President
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BANK OF AMERICA, N.A.
, individually as a Lender
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By:
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/s/ Michael Clayborne
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Name:
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Michael Clayborne
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Title:
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Vice President
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CITIBANK, N.A.,
individually as a Lender
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By:
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/s/ Andrew Sidford
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Name:
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Andrew Sidford
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Title:
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Vice President
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DNB CAPITAL LLC,
individually as a Lender
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By:
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/s/ Nikolai A. Nachamkin
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Name:
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Nikolai A. Nachamkin
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Title:
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Senior Vice President
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By:
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/s/ Colleen Durkin
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Name:
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Colleen Durkin
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Title:
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Senior Vice President
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MIZUHO BANK, LTD.,
individually as a Lender
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By:
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/s/ Leon Mo
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Name:
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Leon Mo
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Title:
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Authorized Signatory
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
individually as a Lender
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By:
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/s/ Andrew Oram
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Name:
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Andrew Oram
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Title:
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Managing Director
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BARCLAYS BANK PLC,
individually as a Lender
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By:
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/s/ Vanessa Kurbatskiy
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Name:
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Vanessa Kurbatskiy
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Title:
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Vice President
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COMPASS BANK,
individually as a Lender
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By:
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/s/ Ann Van Wagener
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Name:
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Ann Van Wagener
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Title:
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Senior Vice President
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DEUTSCHE BANK AG NEW YORK BRANCH,
individually as a Lender
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By:
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/s/ Philippe Sandmeier
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Name:
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Philippe Sandmeier
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Title:
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Managing Director
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By:
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/s/ Ming K Chu
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Name:
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Ming K Chu
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Title:
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Vice President
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HSBC BANK USA, NATIONAL ASSOCIATION,
individually as a Lender
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By:
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/s/ Robert Wainwright
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Name:
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Robert Wainwright
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Title:
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Vice President
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LLOYDS BANK PLC, formerly known as Lloyds TSB Bank PLC,
individually as a Lender
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By:
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/s/ Stephen Giacolone
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Name:
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Stephen Giacolone
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Title:
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Assistant Vice President - G011
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By:
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/s/ Karen Weich
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Name:
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Karen Weich
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Title:
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Vice President - W011
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SUMITOMO MITSUI BANKING CORPORATION,
individually as a Lender
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By:
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/s/ James D. Weinstein
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Name:
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James D. Weinstein
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Title:
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Managing Director
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U.S. BANK NATIONAL ASSOCIATION,
individually as a Lender
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By:
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/s/ John Prigge
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Name:
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John Prigge
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Title:
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Vice President
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WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually as a Lender
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By:
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/s/ Brandon Dunn
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Name:
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Brandon Dunn
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Title:
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Vice President
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BNP PARIBAS,
individually as a Lender
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By:
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/s/ Sriram Chandrasekaran
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Name:
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Sriram Chandrasekaran
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Title:
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Vice President
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By:
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/s/ Julien Pecoud-Bouvet
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Name:
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Julien Pecoud-Bouvet
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Title:
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Associate
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SOCIETE GENERALE S.A.,
individually as a Lender
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By:
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/s/ Diego Medina
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Name:
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Diego Medina
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Title:
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Director
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BMO Harris financing, inc.,
individually as a Lender
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By:
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/s/ Gumaro Tijerina
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Name:
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Gumaro Tijerina
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Title:
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Director
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COMMONWEALTH BANK OF AUSTRALIA,
individually as a Lender
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By:
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/s/ Greg Caione
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Name:
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Greg Caione
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Title:
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Head of Natural Resources and Infrastructure & Utilities, Americas
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CIBC INC.,
individually as a Lender
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By:
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/s/ Trudy Nelson
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Name:
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Trudy Nelson
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Title:
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Authorized Signatory
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By:
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/s/ Richard Antl
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Name:
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Richard Antl
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Title:
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Authorized Signatory
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DBS Bank Ltd., Los Angeles Agency,
individually as a Lender
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By:
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/s/ James McWalters
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Name:
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James McWalters
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Title:
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General Manager
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Morgan Stanley Bank, N.A.,
individually as a Lender
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By:
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/s/ Kelly Chin
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Name:
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Kelly Chin
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Title:
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Authorized Signatory
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ROYAL BANK OF CANADA,
individually as a Lender
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By:
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/s/ Jay T. Sartain
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Name:
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Jay T. Sartain
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Title:
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Authorized Signatory
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THE BANK OF NOVA SCOTIA,
individually as a Lender
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By:
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/s/ Mark Sparrow
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Name:
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Mark Sparrow
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Title:
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Director
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FIFTH THIRD BANK,
individually as a Lender
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By:
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/s/ Richard C. Bulter
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Name:
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Richard C. Bulter
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Title:
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Senior Vice President
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TORONTO DOMINION (NEW YORK) LLC,
individually as a Lender
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By:
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/s/ Masood Fikree
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Name:
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Masood Fikree
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Title:
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Authorized Signatory
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BANK OF CHINA, NY BRANCH,
individually as a Lender
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By:
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/s/ Haifeng Xu
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Name:
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Haifeng Xu
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Title:
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Executive Vice President
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BRANCH BANKING AND TRUST COMPANY,
individually as a Lender
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By:
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/s/ DeVon J. Lang
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Name:
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DeVon J. Lang
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Title:
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Vice President
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PNC BANK, NATIONAL ASSOCIATION,
individually as a Lender
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By:
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/s/ Brett R. Schweikle
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Name:
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Brent R. Schweikle
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Title:
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Senior Vice President
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STANDARD CHARTERED BANK,
individually as a Lender
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By:
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/s/ Johanna Minaya
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Name:
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Johanna Minaya
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Title:
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Associate Director
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By:
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/s/ Robert K. Peddington
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Name:
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Robert K. Peddington
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Title:
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Credit Documentation Manager
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Credit Documentation unit, WB Legal-Americas
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THE BANK OF NEW YORK MELLON,
individually as an Exiting Lender solely for purposes of Section 3.
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By:
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/s/ Mark W. Rogers
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Name:
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Mark W. Rogers
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Title:
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Vice President
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UBS Loan Finance LLC,
individually as an Exiting Lender solely for purposes of Section 3.
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By:
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/s/ Lana Gifas
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Name:
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Lana Gifas
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Title:
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Director
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By:
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/s/ Joselin Fernandes
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Name:
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Joselin Fernandes
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Title:
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Associate Director
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NAME OF LENDER
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COMMITMENTS
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JPMorgan Chase Bank, N.A.
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$280,000,000
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Bank of America, N.A.
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$280,000,000
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Citibank, N.A.
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$280,000,000
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DNB Capital LLC
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$280,000,000
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Mizuho Bank, Ltd.
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$280,000,000
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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$280,000,000
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Barclays Bank PLC
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$160,000,000
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Compass Bank
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$160,000,000
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Deutsche Bank AG New York Branch
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$160,000,000
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HSBC Bank USA, National Association
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$160,000,000
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Lloyds Bank plc
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$160,000,000
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Sumitomo Mitsui Banking Corporation
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$160,000,000
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U.S. Bank National Association
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$160,000,000
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Wells Fargo Bank, National Association
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$160,000,000
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BNP Paribas
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$117,500,000
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Societe Generale
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$117,500,000
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BMO Harris Financing, Inc.
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$75,000,000
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Commonwealth Bank of Australia
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$75,000,000
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CIBC Inc.
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$75,000,000
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DBS Bank Ltd., Los Angles Agency
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$75,000,000
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Morgan Stanley Bank, N.A.
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$75,000,000
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Royal Bank of Canada
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$75,000,000
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The Bank of Nova Scotia
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$75,000,000
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Fifth Third Bank
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$60,000,000
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Toronto Dominion (New York) LLC
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$60,000,000
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Bank of China, NY Branch
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$40,000,000
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Branch Banking and Trust Company
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$40,000,000
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PNC Bank, National Association
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$40,000,000
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Standard Chartered Bank
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$40,000,000
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TOTAL
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$4,000,000,000.00
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