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California Resources Corporation
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(Exact Name of Registrant as Specified in Charter)
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_____________________
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Delaware
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001-36478
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46-5670947
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9200 Oakdale Avenue, Suite 900
Los Angeles, California
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91311
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(Address of Principal Executive Offices)
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(Zip Code)
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Item 1.01.
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Entry into a Material Definitive Agreement.
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•
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permit the Company to draw on its revolver to repurchase its second lien notes and senior notes at a discount to par in an amount up to $300 million;
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permit the Company to draw on its revolver to repurchase its second lien notes and senior notes at a discount to par, without regard to time limit, in an amount not to exceed a specified portion of proceeds from future dispositions of certain assets;
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in connection with any repurchase of certain of the Company’s indebtedness, increase the minimum liquidity required to make such repurchase (calculated on a pro forma basis after giving effect to the repurchase) from $250 million to $300 million; and
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enhance the Company’s ability to refinance its outstanding term loans, second lien notes and senior notes, in each case by allowing the use of permitted refinancing indebtedness for such refinancing so long as certain conditions set forth in the proposed amended 2014 Credit Agreement are met.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Description of the Exhibits
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California Resources Corporation
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/s/ Roy Pineci
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Name:
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Roy Pineci
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Title:
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Executive Vice President, Finance
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BORROWER:
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CALIFORNIA RESOURCES CORPORATION
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By:
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/s/ Marshall D. Smith
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Name:
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Marshall D. Smith
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Title:
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Senior Executive Vice President and Chief Financial Officer
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GUARANTORS:
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CALIFORNIA HEAVY OIL, INC.
CALIFORNIA RESOURCES LONG BEACH, INC.
CALIFORNIA RESOURCES PETROLEUM CORPORATION
CALIFORNIA RESOURCES PRODUCTION CORPORATION
CALIFORNIA RESOURCES TIDELANDS, INC.
SOUTHERN SAN JOAQUIN PRODUCTION, INC.
THUMS LONG BEACH COMPANY
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By:
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/s/ Marshall D. Smith
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Name:
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Marshall D. Smith
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Title:
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Senior Executive Vice President and Chief Financial Officer
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CALIFORNIA RESOURCES ELK HILLS, LLC
CRC CONSTRUCTION SERVICES, LLC
CRC SERVICES, LLC
SOCAL HOLDING, LLC
CALIFORNIA RESOURCES REAL ESTATE VENTURES, LLC
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By:
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/s/ Marshall D. Smith
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Name:
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Marshall D. Smith
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Title:
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Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
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CALIFORNIA RESOURCES WILMINGTON , LLC
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By:
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/s/ Marshall D. Smith
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Name:
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Marshall D. Smith
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Title:
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Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
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CRC MARKETING, INC.
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By:
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/s/ Danial Adam Smith
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Name:
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Danial Adam Smith
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Title:
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Assistant Secretary
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TIDELANDS OIL PRODUCTION COMPANY
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By:
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/s/ Ivan Gaydarov
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Name:
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Ivan Gaydarov
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Title:
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Vice President and Treasurer of California Resources Tidelands, Inc.,
its Managing Partner
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CALIFORNIA RESOURCES COLES LEVEE, LLC
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By:
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/s/ Ivan Gaydarov
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Name:
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Ivan Gaydarov
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Title:
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Vice President and Treasurer
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CALIFORNIA RESOURCES COLES LEVEE, L.P.
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By:
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/s/ Ivan Gaydarov
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Name:
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Ivan Gaydarov
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Title:
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Vice President and Treasurer of California Resources Coles Levee, LLC, its General Partner
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JPMORGAN CHASE BANK, N.A.
, as Administrative Agent and Lender
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By:
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/s/ Benjamin MacDonald
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Name:
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BENJAMIN MACDONALD
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Title:
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VICE PRESIDENT
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BANK OF AMERICA, N.A.,
as Syndication Agent, Letter of Credit Issuer, Swingline Lender, and as Revolving Lender
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By:
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/s/ Edna Aguilar Mitchell
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Name:
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Edna Aguilar Mitchell
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Title:
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Director
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CITIBANK, N.A.,
as Documentation Agent, Letter of Credit Issuer, Revolving Lender and Term Loan Lender
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By:
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/s/ Eamon Baqui
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Name:
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Eamon Baqui
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Title:
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Vice President
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WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Documentation Agent, Letter of Credit Issuer, Revolving Lender and Term Loan Lender
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By:
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/s/ Michael A. Tribolet
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Name:
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Michael A. Tribolet
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Title:
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Managing Director
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MUFG Bank, Ltd.
(f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a Lender
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By:
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/s/ Kevin Sparks
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Name:
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Kevin Sparks
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Title:
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Director
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[LENDER]
U.S. Bank National Association
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By:
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/s/ Karen Boyer
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Name:
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Karen Boyer
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Title:
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Senior Vice President
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Morgan Stanley Senior Funding Inc
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By:
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/s/ Kevin Newman
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Name:
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Kevin Newman
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Title:
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Vice President
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HSBC BANK USA, N.A.,
as a Lender,
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By:
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/s/ Benjamin Halperin
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Name:
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Benjamin Halperin
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Title:
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Managing Director
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GOLDMAN SACHS BANK USA, as a Lender
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By:
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/s/ Jamie Minieri
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Name:
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Jamie Minieri
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Title:
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Authorized Signatory
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COMPASS BANK
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By:
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/s/ Rachel Festervand
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Name:
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Rachel Festervand
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Title:
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Sr. Vice President
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Mizuho Bank, Ltd.
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By:
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/s/ Raymond Ventura
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Name:
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Raymond Ventura
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Title:
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Managing Director
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SOCIETE GENERALE
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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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DNB Capital LLC
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By:
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/s/ Byron Cooley
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Name:
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Byron Cooley
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Title:
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Senior Vice President
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By:
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/s/ Robert Dupree
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Name:
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Robert Dupree
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Title:
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Senior Vice President
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Sumitomo Mitsui Banking Corp.
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By:
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/s/ Hiroyuki Maeda
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Name:
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Hirouki Maeda
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Title:
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Managing Director & Joint General Counsel
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BANK OF AMERICA, N.A.,
as Syndication Agent, Letter of Credit Issuer, Swingline Lender, and as Revolving Lender
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By:
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/s/ Neil Derfler
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Name:
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Neil Derfler
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Title:
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Relationship Manager - Vice President
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By:
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/s/ Francesco Di Mario
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Name:
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Francesco Di Mario
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Title:
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Head of Credit - First Vice President
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BP Energy Company
|
|
|
|
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|
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By:
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/s/ Timothy Yee
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Name:
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Timothy Yee
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Title:
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Attorney-in-Fact
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BANC OF AMERICA CREDIT PRODUCTS, INC.
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By:
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/s/ Margaret Sang
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Name:
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Margaret Sang
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Title:
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Vice President
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Morgan Stanley Bank NA
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By:
|
/s/ Kevin Newman
|
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Name:
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Kevin Newman
|
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Title:
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Authorized Signatory
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