INTESA SANPAOLO S p.A., with registered office in Turin, Xxxxxx Xxx Xxxxx 000, xxxxx xxxxxxx, xxxxx xxxx-in, of Euro 8,729,881,454.84, tax code and registration number at the Companies Register of Turin 00799960158, VAT number 0810700152, with shares listed on the MTA, enrolled at the Bank Groups Register (Albo dei Gruppi Bancari) at n. 5361 and Holding of the Intesa Sanpaolo Bank Group; and
INTESA SANPAOLO S. P.A., a bank incorporated under the laws of the Republic of Italy, whose registered office is at Xxxxxx Xxx Xxxxx Xx. 000, Xxxxxx, Xxxxx, registered with the Companies’ Registry of Turin under No. 00799960158, in its capacity as lender under the facility agreement entered into on 4 October 2013 with Telco S.p.A. (“Intesa Sanpaolo”),
INTESA SANPAOLO S p.A., with registered office in Turin, Piazza San Carlo 156, share capital, fully paid-in, of Euro 8,729,881,454.84, tax code and registration number at the Companies Register of Turin 00799960158, VAT number 0810700152, with shares listed on the MTA, enrolled at the Bank Groups Register (Albo dei Gruppi Bancari) at n. 5361 and Holding of the Intesa Sanpaolo Bank Group; and
INTESA SANPAOLO S. P.A., as Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxxxx XxXxxxx Name: Xxxxxxxxx XxXxxxx Title: FVP. Credit Manager Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 KEYBANK NATIONAL ASSOCIATION, as Revolving Lender and Term Loan Lender By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Vice President Signature Page CALIFORNIA RESOURCES CORPORATION – Second Amendment Active.18106573.29 Schedule 14.2 Notice Addresses Entity Notice Address/Information Administrative Agent JPMorgan Chase Bank, N.A.Mail Code FL3-241410410 Highland Xxxxx Xxxxx, Xxxxx 0Xxxxx, XX 00000-0000 Borrower California Resources Corporation27200 Tourney RoadSanta Xxxxxxx, XX 00000 Attention: Xxxxxxx PrestonPhone: 818.661.3702Email: xxxxxxx.xxxxxxx@xxx.xxx Active.18117613.5 Exhibit J INTERCREDITOR AGREEMENT dated as of [_______], 201[_] between JPMORGAN CHASE BANK, N.A., as Priority Lien Agent, and [______________________], as Second Lien Collateral Agent THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE [INDENTURE/SECOND LIEN CREDIT AGREEMENT] DATED AS OF [______], 201[_], AMONG CALIFORNIA RESOURCES CORPORATION, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND [_________________], AS SECOND LIEN COLLATERAL AGENT, (B) THE FIRST LIEN CREDIT AGREEMENT DATED AS OF SEPTEMBER 24, 2014, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG CALIFORNIA RESOURCES CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, (C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH [INDENTURE/SECOND LIEN CREDIT AGREEMENT] AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH FIRST LIEN CREDIT AGREEMENT. Active.18117613.5 TABLE OF CONTENTS Page ARTICLE I
INTESA SANPAOLO S. P.A., NEW YORK BRANCH, as Commercial Bank Lender By: Name: Xxxxxxxx X. Matacchieri Title: Vice President By: Name: Francesco Di Mario Title: First Vice President SIGNATURE PAGE TO CONSENT, WAIVER OF O&M ASSIGNMENT, CTA AMENDMENT
INTESA SANPAOLO S. P.A., New York Branch, as a Lender and as Documentation Agent By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: VP & Relationship Manager By /s/ Francesco Di Mario Name: Francesco Di Mario Title: FVP & Head of Credit • UK Qualifying Lender: we have no Passport Treaty and we would fund borrowings of a UK Borrower out of our London Branch.. Pentair Finance S.à x.x. DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Jurisdiction of tax residence:Federal Republic of Germany Treaty Passport scheme reference number:07/D/70006/DTTP Signature Page to Credit Agreement Pentair Finance S.à x.x. BANK OF CHINA, LOS ANGELES BRANCH, as a Lender By /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: SVP and Branch Manager Jurisdiction of tax residence: China Treaty Passport scheme reference number:23/B/368424/DTTP Signature Page to Credit Agreement Pentair Finance S.à x.x. ING BANK N.V., DUBLIN BRANCH,as a Lender By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Country Manager By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Jurisdiction of tax residence: Netherlands Treaty Passport scheme reference number: N/A Signature Page to Credit Agreement Pentair Finance S.à x.x. PNC BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President Jurisdiction of tax residence: United States Treaty Passport scheme reference number:13/P/63904/DTTP Signature Page to Credit Agreement Pentair Finance S.à x.x. SCHEDULE 2.01 COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, N.A. $82,000,000 BANK OF AMERICA, N.A. $82,000,000 MUFG BANK, LTD. $82,000,000 CITIBANK, N.A. $82,000,000 U.S. BANK NATIONAL ASSOCIATION $82,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $50,000,000 HSBC BANK USA, NATIONAL ASSOCIATION $50,000,000 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH $50,000,000 BANK OF MONTREAL, LONDON BRANCH $50,000,000 INTESA SANPAOLO S.P.A. $50,000,000 DEUTSCHE BANK AG NEW YORK BRANCH $35,000,000 BANK OF CHINA, LOS ANGELES BRANCH $35,000,000 ING BANK N.V., DUBLIN BRANCH $35,000,000 PNC BANK, NATIONAL ASSOCIATION $35,000,000 AGGREGATE COMMITMENT $800,000,000 135 SCHEDULE 2.05 SWINGLINE SUBLIMITS LENDER SWINGLINE SUBLIMIT JPMORGAN CHASE BANK, N.A. $15,000,000 BANK OF AMERICA, N.A. $15,000,000 MUFG BANK, LTD. $15,000,000 CITIBANK, N.A. $15,000,000 U.S. BANK NATIONAL ASSOCIATION $15,000,000 136 SCHEDULE 6.03 LIST OF EXISTING LIENS None. 137 SCHEDULE 6....
INTESA SANPAOLO S. P.A., LONDON BRANCH, as Extending Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Business Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President UBS SWITZERLAND AG, as Extending Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Associate Director RAIFFEISEN BANK INTERNATIONAL AG, as Extending Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director
INTESA SANPAOLO S. P.A. and MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.p.A. as lenders (the “Original Italian Lenders”); and
INTESA SANPAOLO S p.A. as ITM Facility Agent;
