WildHorse Resource Development Corporation
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(Exact name of Registrant as specified in its Charter)
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Delaware
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001-37964
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81-3470246
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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6100 North Western Avenue, Oklahoma City, Oklahoma
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73118
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(Address of principal executive offices)
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(Zip Code)
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(405) 848-8000
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(Registrant’s telephone number, including area code)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Exhibit No.
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Document Description
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2.1
*
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Agreement and Plan of Merger among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse Resource Development Corporation, dated as of October 29, 2018, as amended (incorporated by reference to Exhibit 2.1 to WildHorse Resource Development Corporation’s Current Report on Form 8-K filed on October 30, 2018) (SEC File No. 001-37964).
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Amendment No. 1 to Agreement and Plan of Merger, dated as of December 12, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse Resource Development Corporation (incorporated by reference to Exhibit 2.2 to Annex A to WildHorse Resource Development Corporation’s Proxy Statement on Schedule 14A filed on December 26, 2018) (SEC File No. 001-37964).
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Certificate of Formation of the Surviving Company
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Limited Liability Company Agreement of the Surviving Company
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Fourth Supplemental Indenture, dated as of February 1, 2019 among Brazos Valley Longhorn, L.L.C., the Guarantors (as defined in the Indenture referred to therein) and U.S. Bank National Association.
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Sixth Amendment to Credit Agreement, dated as of February 1, 2019 among Brazos Valley Longhorn, L.L.C., each of the Guarantors party thereto, each of the Lenders party thereto and Wells Fargo Bank, National Association.
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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
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BRAZOS VALLEY LONGHORN, L.L.C.
(successor in interest to WildHorse Resource Development Corporation)
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By:
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/s/ James R. Webb
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James R. Webb
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Executive Vice President - General Counsel and Corporate Secretary
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/s/ Robert M. Caine
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Robert M. Caine, Authorized Person
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6.1
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Limited Liability
. Except as agreed in a written document signed by the Member and the Company, the Member will not be bound by or personally liable for: (1) the debts, expenses, liabilities or obligations of the Company, whether to the Company or creditors of the Company; or (2) any advances or additional capital contributions. Without limitation on the generality of the foregoing, the Member will have no obligation or liability: (i) to make any Capital Contributions to the Company; (ii) to lend any funds to the Company or assume any liability on behalf of the Company; or (iii) on account of any negative balance in the Member’s capital account.
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6.2
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Optional Loan
. The Member may in the Member’s sole discretion loan money to the Company on terms mutually agreeable to the Company and the Member. In the absence of such agreement, the unpaid principal balance of such loan will bear interest from the time the loan is made through the date of repayment at the per annum rate equal to the prime rate published from time to time in
The Wall Street Journal
. In no event will the rate of interest computed hereunder exceed the maximum rate permitted by applicable law. The interest rate will be adjusted on the date of a change in such prime rate.
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8.1
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Officers
. The officers of the Company will be elected by the Member and may consist of a chairman, chief executive officer, president, chief operating officer, one or more vice presidents, secretary, treasurer, and such assistant secretaries and assistant treasurers as the Member, in its discretion, determines. Any number of offices may be held by the same person. Each officer of the Company will hold office until a successor is elected and has qualified or until the earliest of such officer’s death, resignation, or removal. Any officer elected by the Member may be removed at any time with or without cause by the Member. If any office becomes vacant for any reason, the vacancy may be filled by the Member.
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8.1.1
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Chairman
. The Chairman will preside at all meetings of the Member, and will perform such other duties and have such other powers as the Member may from time to time prescribe.
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8.1.2
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Chief Executive Officer
. The chief executive officer will: (1) with the president, exercise the duties of supervision and management of the business of the Company; (2) sign such notes, mortgages, contracts and other instruments as may be required in the ordinary course of the Company’s business; and (3) such other duties as are incidental to the office or prescribed by the Member from time to time.
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8.1.3
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President
. The president will: (1) with the chief executive officer, exercise the duties of supervision and management of the business of the Company; (2) sign such notes, mortgages, contracts and other instruments as may be required in the ordinary course of the Company’s business; and (3) such other duties as are incidental to the office or prescribed by the Member from time to time.
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8.1.4
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Chief Operating Officer
. Subject to the direction and control of the chief executive officer, the president and the Member, the chief operating officer, if such an officer shall be so designated, shall supervise and control the operations of the corporation, shall have such duties and authority as are normally incident to the position of chief operating officer of a corporation and such other duties as may be prescribed from time to time by the president, the chief executive officer or the Member. In the absence or disability of the president, the chief operating officer shall have the authority and perform the duties of the president.
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8.1.5
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Vice President
. In the absence, failure or refusal of the chief executive officer and the president to act, the vice president will perform all usual and customary duties which would otherwise be performed by the chief executive officer or the president (but not any unusual or extraordinary duties or powers conferred by the Member on the chief executive officer or the president) and will perform such other duties prescribed by the Member from time to time.
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8.1.6
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Secretary; Assistant Secretary
. The secretary will: (1) issue calls for meetings of the Member; (2) maintain the membership transfer books and other Company books and records; transfer membership certificates as required by the transactions of the Company and its Member; (3) attest the Company’s execution of instruments when requested; (4) prepare such reports as are required by the laws of the jurisdictions in which the Company conducts business; and (5) perform such other duties as may be prescribed by the Member. The assistant secretary or secretaries will perform the duties of the secretary in the case of the secretary’s absence or disability and such other duties as the secretary, president, chief executive officer or the Member may determine.
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8.1.7
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Treasurer; Assistant Treasurer
. The treasurer will: (1) have custody of all money and securities of the Company; (2) keep regular books of account: (3) disburse the funds of the Company in payment of the Company’s debts as requested by the chief executive officer, president or the Member; (4) render to the chief executive officer, president and the Member, from time to time, as requested an account of all such transactions and of the financial condition of the Company; and (5) perform such other duties as may be prescribed by the Member. The assistant treasurer or treasurers will perform the duties of the treasurer in the event of the treasurer’s absence or disability and such other duties as the treasurer, president, chief executive officer or the Member may determine.
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8.1.8
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Delegation of Duties
. For any other reason that the Member deems sufficient, the Member may modify the powers or duties of any officer and may delegate the powers or duties of an officer to any other officer.
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8.2
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Written Consent
. Any action may be taken with a written consent to such action signed by the Member.
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8.3
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Compensation
. Except as expressly provided herein, the Member will not receive any compensation, salary or fee from the Company for acting as such except for reimbursement of reasonable out of pocket expenses.
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11.1
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Creditors’ Claims
. To the payment of the debts and liabilities of the Company and the expenses of liquidation including, but not limited to, any loans or advancements made by the Member to the Company.
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11.2
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Reserves
. To the creation of any reserves which the Member deems reasonably necessary for any liabilities or anticipated liabilities of the Company or of the Member arising out of the Company. Such reserves will be paid over by the Member to a person satisfactory to the Member to be held in escrow for such period as the Member deems advisable and for distribution at the expiration of such term in the manner hereinafter provided.
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11.3
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Capital Accounts
. The balance, if any, will be distributed to the Member.
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11.4
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No Liability
. The Member will not be required to make capital contributions or to advance funds to the Company as a result of a negative capital account or the inability of the Company to make the payments described in the foregoing paragraphs. The sole obligation of the Member with respect to such payments will be to apply Company funds to the extent the same are available in the order and manner provided in such paragraphs.
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15.1
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Amendment
. Any amendment of this Agreement or the Certificate will require the written approval of the Member.
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15.2
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Governing Law
. The substantive laws of the State of Delaware will govern the validity, construction and enforcement of this Agreement.
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15.3
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Binding Effect
. This instrument may not be changed, modified, amended or supplemented except in writing. This Agreement will be binding on the Member and the Member’s representatives, successors and assigns. If any part of this Agreement is held to be unenforceable, the balance will nevertheless be carried into effect.
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15.4
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Notices
. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be deemed to have been given when delivered personally to the Member or when actually received if sent by registered or certified mail, postage and charges prepaid, to the Member at the address reflected on the Company’s books and records.
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15.5
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Construction
. This Agreement is made in accordance with the Act and is to be construed, enforced and governed in accordance therewith. The descriptive headings contained herein are for convenience only and are not intended to define the subject matter of the provisions of this Agreement.
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15.6
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Tax Matters
. The Company and the Member intend that the Company shall be disregarded as a separate entity for federal tax purposes as provided in United States Treasury Regulations Section 301.7701-3. Neither the Company nor the Member shall make any election or otherwise take any action inconsistent with this intended tax treatment.
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Chesapeake Energy Corporation, an Oklahoma Corporation, Sole Member
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By:
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/s/ James R. Webb
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Name:
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James R. Webb
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Title:
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Executive Vice President - General Counsel and Corporate Secretary
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i.
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The Successor Issuer hereby assumes from the Predecessor Issuer and undertakes to perform, pay or discharge all obligations of the Predecessor Issuer, in lieu of and in substitution for the Predecessor Issuer, arising from the terms, covenants, conditions and provisions of the Indenture, including the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of every covenant
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ii.
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Pursuant to Section 5.02 of the Indenture, the Predecessor Issuer is hereby discharged and released from all of its obligations and covenants under the Indenture and the Notes.
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i.
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The Co-Issuer hereby becomes a co-issuer of the Notes pursuant to Section 5.01(a)(1)(b) of the Indenture, liable for the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes in accordance with the terms of the Indenture. The Co-Issuer and the Successor Issuer, as co-issuers, shall be unconditionally jointly and severally liable for the due and punctual payment of the principal of, and interest on, all of the Notes and all other amounts due and owing under the Indenture. Notwithstanding the agreement of the Co-Issuer to become liable for the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and all other amounts due and owing under the Indenture, the Successor Issuer remains fully liable for all of its liabilities and obligations under the Notes and the Indenture and has not been released from any liabilities or obligations thereunder.
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ii.
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The Co-Issuer may be removed and released from its obligations as such at any time if (A) upon giving effect thereto there are one or more other corporate co-issuers of the Notes and (B) the Successor Issuer delivers an Officers’ Certificate to the Trustee to such effect. Subject to the receipt of such an Officers’ Certificate, the Trustee shall execute any documents reasonably required to evidence any such removal and release of the Co-Issuer from its obligations.
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Successor Issuer:
BRAZOS VALLEY LONGHORN, L.L.C.
, as successor by merger to WildHorse Resource Development Corporation
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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Co-Issuer:
BRAZOS VALLEY LONGHORN FINANCE CORP.
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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Guarantors:
WILDHORSE RESOURCES II, LLC,
By: Brazos Valley Longhorn, L.L.C., its sole member
ESQUISTO RESOURCES II, LLC,
By: Brazos Valley Longhorn, L.L.C., its sole member
WHE ACQCO., LLC,
By: Brazos Valley Longhorn, L.L.C., its sole member
WHR EAGLE FORD LLC
By: Brazos Valley Longhorn, L.L.C., its sole member
BURLESON SAND LLC
By: Brazos Valley Longhorn, L.L.C., its sole member
WHCC INFRASTRUCTURE LLC
By: Brazos Valley Longhorn, L.L.C., its sole member
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC,
By: WildHorse Resources II, LLC, its sole member
By: Brazos Valley Longhorn, L.L.C., its sole member
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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PETROMAX E&P BURLESON, LLC,
By: Esquisto Resources II, LLC, its sole member
By: Brazos Valley Longhorn, L.L.C., its sole member
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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BURLESON WATER RESOURCES, LLC,
By: Esquisto Resources II, LLC, its sole member
By: Brazos Valley Longhorn, L.L.C., its sole member
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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U.S. BANK NATIONAL ASSOCIATION,
As Trustee
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By:
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/s/ Kristel Richards
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Name:
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Kristel Richards
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Title:
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Vice President
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BORROWER:
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BRAZOS VALLEY LONGHORN, L.L.C.,
a Delaware limited liability company and successor by merger to WildHorse Resource Development Corporation, a Delaware corporation
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC
, a Delaware limited liability company
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By: WildHorse Resources II, LLC, its
sole member,
By: Brazos Valley Longhorn, L.L.C., its sole
member |
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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PETROMAX E&P BURLESON, LLC
, a Texas limited liability company
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By: Esquisto Resources II, LLC, its sole
member,
By: Brazos Valley Longhorn, L.L.C., its sole
member |
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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BURLESON WATER RESOURCES, LLC
, a Texas limited liability company
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By: Esquisto Resources II, LLC, its sole member,
By: Brazos Valley Longhorn, L.L.C., its sole member
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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BRAZOS VALLEY LONGHORN FINANCE CORP.
, a Delaware corporation
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By:
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/s/ Erik S. Fares
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Name:
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Erik S. Fares
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Title:
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Vice President and Treasurer
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WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Administrative Agent and a Lender
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By:
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/s/ Michael Real
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Name:
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Michael Real
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Title:
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Director
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BMO HARRIS BANK N.A.
, 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 Tinerina
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Title:
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Managing Director
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BANK OF AMERICA, N.A.
, as a Lender
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By:
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/s/ Raza Jafferi
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Name:
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Raza Jafferi
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Title:
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Director
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BARCLAYS BANK PLC
, as a Lender
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By:
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/s/ Sydney G. Dennis
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Name:
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Sydney G. Dennis
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Title:
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Director
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CITIBANK, N.A.
, as a Lender
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By:
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/s/ Jeff Ard
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Name:
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Jeff Ard
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Title:
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Vice President
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COMERICA BANK
, as a Lender
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By:
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/s/ Britney P. Geidel
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Name:
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Britney P. Geidel
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Title:
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Portfolio Manager
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BOKF, NA DBA BANK OF TEXAS
, as a Lender
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By:
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/s/ Martin W. Wilson
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Name:
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Martin W. Wilson
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Title:
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Senior Vice President
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JPMORGAN CHASE BANK, N.A.
, as a Lender
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By:
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/s/ Jo Linda Papadakis
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Name:
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Jo Linda Papadakis
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Title:
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Authorized Officer
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COMPASS BANK
, as a Lender
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By:
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/s/ Kathleen J. Bowen
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Name:
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Kathleen J. Bowen
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Title:
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Managing Director
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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
, 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/ Donovan C. Broussard
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Name:
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Donovan C. Broussard
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Title:
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Authorized Signatory
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FIFTH THIRD BANK
, as a Lender
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By:
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/s/ Justin Bellamy
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Name:
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Justin Bellamy
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Title:
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Director
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U.S. BANK NATIONAL ASSOCIATION
, as a Lender
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By:
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/s/ John C. Lozano
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Name:
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John C. Lozano
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Title:
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Senior Vice President
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ABN AMRO CAPITAL USA LLC
, as a Lender
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By:
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/s/ Darrell Holley
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Name:
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Darrell Holley
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Title:
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Managing Director
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By:
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/s Scott Myatt
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Name:
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Scott Myatt
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Title:
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Executive Director
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PNC BANK, NATIONAL ASSOCIATION
, as a Lender
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By:
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/s/ Sandra Salazar
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Name:
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Sandra Salazar
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Title:
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Managing Director
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BRANCH BANKING AND TRUST COMPANY
, as a Lender
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By:
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/s/ James Giordano
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Name:
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James Giordano
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Title:
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Senior Vice President
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REGIONS BANK
, as a Lender
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By:
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/s/ Miles Matter
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Name:
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Miles Matter
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Title:
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Vice President
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THE HUNTINGTON NATIONAL BANK
, as a Lender
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|
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By:
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/s Jason A. Zilewicz
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Name:
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Jason A. Zilewicz
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Title:
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Director
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CATHAY BANK
, as a Lender
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By:
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/s Stephen V. Bacala II
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Name:
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Stephen V. Bacala II
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Title:
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Vice President
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GOLDMAN SACHS BANK USA
, as a Lender
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By:
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/s/ Mahesh Mohan
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Name:
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Mahesh Mohan
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Title:
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Authorized Signatory
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NATIXIS, NEW YORK BRANCH
, as a Lender
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||
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||
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By:
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/s/ Vikram Nath
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Name:
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Vikram Nath
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Title:
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Director
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By:
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/s Brian O'Keefe
|
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Name:
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Brian 'Keefe
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Title:
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Vice President
|