Form of Request for Approval of Extension of Maturity Date and Amendment April 5, 2007
Exhibit 10.6
Form of Request for Approval of Extension of Maturity Date and Amendment
April 5, 2007
VIA INTRALINKS
| Re: | Apache Corporation 2005 Global Credit Facility |
Ladies and Gentlemen:
Reference is made to (i) that certain Credit Agreement [U.S. Credit Agreement], dated as of
May 12, 2005 (together with all amendments, if any, from time to time made thereto, the “U.S.
Credit Agreement”), among Apache Corporation (the “U.S. Borrower”), the lenders party
thereto (the “U.S. Lenders”), JPMorgan Chase Bank, N.A., as Global Administrative Agent
(the “Global Administrative Agent”), and the other agents party thereto; (ii) that certain
Credit Agreement [Australian Credit Agreement], dated as of May 12, 2005 (together with all
amendments, if any, from time to time made thereto, the “Australian Credit Agreement”),
among Apache Energy Limited (the “Australian Borrower”), the Australian Lenders party
thereto, the Global Administrative Agent, Citisecurities Limited, as Australian Administrative
Agent (the “Australian Administrative Agent”), and the other agents party thereto; and
(iii) that certain Credit Agreement [Canadian Credit Agreement], dated as of May 12, 2005 (together
with all amendments, if any, from time to time made thereto, the “Canadian Credit
Agreement” and, together with the U.S. Credit Agreement and the Australian Credit Agreement,
the “Combined Credit Agreements”), among Apache Canada Ltd. (the “Canadian
Borrower”), the Canadian Lenders party thereto, the Global Administrative Agent, Royal Bank of
Canada, as Canadian Administrative Agent (the “Canadian Administrative Agent”), and the
other agents party thereto. Terms defined in the U.S. Credit Agreement are used herein with the
same meanings.
| I. | Extension of the Global Credit Facility |
In the March 23, 2007 Annual Certificate of Extension delivered to the Global Administrative
Agent, the Australian Administrative Agent and the Canadian Administrative Agent which is attached
hereto as Exhibit A, Borrower requested pursuant to Section 2.6 of each of the U.S. Credit
Agreement, the Australian Credit Agreement and the Canadian Credit Agreement, respectively, the
extension of the Maturity Date, and concomitantly the total “Commitments” (as defined under each of
the Combined Credit Agreements), under each of the U.S. Credit Agreement, the Australian Credit
Agreement and the Canadian Credit Agreement, respectively, from May 12, 2011 to May 12, 2012. Each
of the U.S. Borrower, the Australian Borrower and the Canadian Borrower hereby certify that no
Event of Default has occurred and is continuing under the Combined Credit Agreements.
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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This letter is to confirm that the Combined Lenders hereby agree to the extension of the
Maturity Date under each of the Combined Credit Agreements and the related “Commitments” of the
Combined Lenders from May 12, 2011 to May 12, 2012.
| II. | Amendment of the Global Credit Facility |
The U.S. Borrower, the Australian Borrower, the Canadian Borrower, the Global Administrative
Agent, the Australian Administrative Agent, the Canadian Administrative Agent and the Combined
Required Lenders hereby agree as follows:
A. Amendments to U.S. Credit Agreement.
(i). The second sentence of the definition of “Combined Commitments” contained in
Section 1.1 of the U.S. Credit Agreement is amended in its entirety to read as follows:
“The initial amount of each Combined Lender’s Commitment is set forth on
Schedule 2.1 to the applicable Combined Credit Agreement, or in a Assignment
and Acceptance (as defined in this Agreement and the Canadian Credit Agreement) or
in a Substitution Certificate (as defined in the Australian Credit Agreement)
pursuant to which such Combined Lender shall have assumed its Combined Commitment,
as applicable, or in an applicable Notice of Commitment Increase.”
(ii). The definition of “Commitment” contained in Section 1.1 of the U.S. Credit
Agreement is amended in its entirety to read as follows:
“ “Commitment” means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans, as such commitment may be (a) reduced from time to
time pursuant to Section 2.8, (b) reduced or increased from time to time
pursuant to Section 2.6 or pursuant to assignments by or to such Lender
pursuant to Section 10.4, (c) increased from time to time pursuant to
Section 2.21, and (d) terminated pursuant to Sections 4.1,
8.2 or 8.3. The amount of the Commitment represents such Xxxxxx’s
maximum Revolving Credit Exposure hereunder. The initial amount of each Lender’s
Commitment is set forth on Schedule 2.1, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable, or
in an applicable Notice of Commitment Increase. The initial aggregate amount of the
Lenders’ Commitments is $450,000,000.”
(iii). Section 1.1 of the U.S. Credit Agreement is amended by inserting the following
definitions of “CI Lender”, “Commitment Increase”, “Commitment Increase
Effective Date”, “New Funds Amount”, “Notice of Commitment Increase”,
“Reducing Percentage Lender” and “Reduction Amount” in appropriate alphabetical
order:
“ “CI Lender” is defined in Section 2.21.
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 3
“Commitment Increase” is defined in Section 2.21.
“Commitment Increase Effective Date” is defined in Section 2.21.
“New Funds Amount” is defined in Section 2.21.
“Notice of Commitment Increase” is defined in Section 2.21.”
“Reducing Percentage Lender” is defined in Section 2.21.
“Reduction Amount” is defined in Section 2.21.”
(iv). The U.S. Credit Agreement is amended by inserting the following Section 2.21
after Section 2.20 of the U.S. Credit Agreement:
“ SECTION 2.21 Increase in Commitments.
(a) Subject to the terms and conditions set forth herein, the Borrower shall
have the right, without the consent of the Lenders or the Global Administrative
Agent, to cause from time to time an increase in the total amount of the Commitments
(a “Commitment Increase”) by adding to this Agreement one or more additional
financial institutions that are not already Lenders hereunder and that are
reasonably satisfactory to the Global Administrative Agent (each a “CI
Lender”) or by allowing one or more existing Lenders to increase their
respective Commitments; provided, however, that (i) no Event of
Default shall have occurred which is continuing, (ii) no such Commitment Increase
shall cause the total amount of the Commitments to exceed U.S.$700,000,000, (iii) no
Lender’s Commitment shall be increased without such Lender’s prior written consent
(which consent may be given or withheld in such Lender’s sole and absolute
discretion) and (iv) if, on the effective date of such increase, any Loans have been
funded, then the Borrower shall be obligated to pay any breakage fees or costs in
connection with the reallocation of such outstanding Loans.
(b) Any Commitment Increase must be requested by written notice from the
Borrower to the Global Administrative Agent (a “Notice of Commitment
Increase”) in the form of Exhibit 2.21 attached hereto. Once the Notice
of Commitment Increase is fully-executed, such notice and such Commitment Increase
shall be effective on the proposed effective date set forth in such notice (not less
than five (5) Business Days after receipt by the Global Administrative Agent) or on
another date agreed to by the Global Administrative Agent and the Borrower (such
date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are
Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of
immediately available funds, deliver to the Global Administrative
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 4
Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender,
shall constitute Loans made by such CI Lender to the Borrower pursuant to this
Agreement on such Commitment Increase Effective Date, (ii) the Global Administrative
Agent shall, by wire transfer of immediately available funds, pay to each then
Reducing Percentage Lender its Reduction Amount, which amount, for each such
Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant
to Section 2.10, ratably in accordance with the respective principal amounts
thereof, of the principal amounts of all then outstanding Loans of such Reducing
Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender
any breakage fees or costs in connection with the reallocation of any outstanding
Loans.
(d) For purposes of this Section, the following defined terms shall have the
following meanings: (1) “New Funds Amount” means the amount equal to the
product of a Lender’s increased Commitment or a CI Lender’s Commitment (as
applicable) represented as a percentage of the total amount of the Commitments after
giving effect to the Commitment Increase, times the aggregate principal amount of
the outstanding Loans immediately prior to giving effect to the Commitment Increase,
if any, as of a Commitment Increase Effective Date (without regard to any increase
in the aggregate principal amount of Loans as a result of borrowings made after
giving effect to the Commitment Increase on such Commitment Increase Effective
Date); (2) “Reducing Percentage Lender” means each then existing Lender
immediately prior to giving effect to the Commitment Increase that does not increase
its respective Commitment as a result of the Commitment Increase and whose relative
percentage of the total amount of the Commitments shall be reduced as a result of
such Commitment Increase; and (3) “Reduction Amount” means the amount by
which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment
Increase Effective Date (without regard to the effect of any borrowings made on such
Commitment Increase Effective Date after giving effect to the Commitment Increase).
(e) Each Commitment Increase shall become effective on its Commitment Increase
Effective Date and upon such effectiveness (i) the Global Administrative Agent shall
record in its records the CI Lender’s information as provided in the Notice of
Commitment Increase and pursuant to an Administrative Questionnaire in form
satisfactory to the Global Administrative Agent that shall be executed and delivered
by each CI Lender to the Global Administrative Agent on or before the Commitment
Increase Effective Date, (ii) Schedule 2.1 hereof shall be amended and
restated to set forth all Lenders (including any CI Lenders) that will be Lenders
hereunder after giving effect to such Commitment Increase (which shall be set forth
in Annex I to the applicable Notice of Commitment Increase) and the Global
Administrative Agent shall distribute to each Lender (including each CI Lender) a
copy of such amended and restated Schedule 2.1, and (iii) each CI Lender
identified on the Notice of
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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Commitment Increase for such Commitment Increase shall be a “Lender” for all
purposes under this Agreement.”
(v). The U.S. Credit Agreement hereby is amended by inserting Exhibit 2.21-A to this
letter agreement as Exhibit 2.21 to the U.S. Credit Agreement following Exhibit I to the U.S.
Credit Agreement.
B. Amendments to Australian Credit Agreement.
(i). The second sentence of the definition of “Combined Commitments” contained in
Section 1.1 of the Australian Credit Agreement is amended in its entirety to read as follows:
“The initial amount of each Combined Lender’s Commitment is set forth on
Schedule 2.1 to the applicable Combined Credit Agreement, or in a Assignment
and Acceptance (as defined in this U.S. Credit Agreement and the Canadian Credit
Agreement) or in a Substitution Certificate pursuant to which such Combined Lender
shall have assumed its Combined Commitment, as applicable, or in an applicable
Notice of Commitment Increase.”
(ii). The definition of “Commitment” contained in Section 1.1 of the Australian Credit
Agreement is amended in its entirety to read as follows:
“ “Commitment” means, with respect to each Lender, the commitment of such
Lender to make Loans as such commitment may be (a) reduced from time to time
pursuant to Section 2.8, (b) reduced or increased from time to time pursuant
to Section 2.6 or pursuant to assignments by or to such Lender pursuant to
Section 10.4, (c) increased from time to time pursuant to Section
2.21, and (d) terminated pursuant to Sections 4.1, 8.2 or
8.3. The amount of the Commitment represents such Xxxxxx’s maximum Credit
Exposure hereunder. The initial amount of each Lender’s Commitment is set forth on
Schedule 2.1, or in the Substitution Certificate pursuant to which such
Lender shall have assumed its Commitment, as applicable, or in an applicable Notice
of Commitment Increase. The initial aggregate amount of the Lenders’ Commitments is
$150,000,000.”
(iii). Section 1.1 of the Australian Credit Agreement is amended by inserting the following
definitions of “CI Lender”, “Commitment Increase”, “Commitment Increase
Effective Date”, “New Funds Amount”, “Notice of Commitment Increase”,
“Reducing Percentage Lender” and “Reduction Amount” in appropriate alphabetical
order:
“ “CI Lender” is defined in Section 2.21.
“Commitment Increase” is defined in Section 2.21.
“Commitment Increase Effective Date” is defined in Section 2.21.
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 6
“New Funds Amount” is defined in Section 2.21.
“Notice of Commitment Increase” is defined in Section 2.21.”
“Reducing Percentage Lender” is defined in Section 2.21.
“Reduction Amount” is defined in Section 2.21.”
(iv). The Australian Credit Agreement is amended by inserting the following
Section 2.21 after Section 2.20 of the Australian Credit Agreement:
“ SECTION 2.21 Increase in Commitments.
(a) Subject to the terms and conditions set forth herein, the Borrower shall
have the right, without the consent of the Lenders, the Global Administrative Agent
or the Australian Administrative Agent, to cause from time to time an increase in
the total amount of the Commitments (a “Commitment Increase”) by adding to
this Agreement one or more additional financial institutions that are not already
Lenders hereunder and that are reasonably satisfactory to the Global Administrative
Agent and the Australian Administrative Agent (each a “CI Lender”) or by
allowing one or more existing Lenders to increase their respective Commitments;
provided, however, that (i) no Event of Default shall have occurred
which is continuing, (ii) no such Commitment Increase shall cause the total amount
of the Commitments to exceed U.S.$300,000,000, (iii) no Lender’s Commitment shall be
increased without such Lender’s prior written consent (which consent may be given or
withheld in such Xxxxxx’s sole and absolute discretion) and (iv) if, on the
effective date of such increase, any Loans have been funded, then the Borrower shall
be obligated to pay any breakage fees or costs in connection with the reallocation
of such outstanding Loans.
(b) Any Commitment Increase must be requested by written notice from the
Borrower to the Global Administrative Agent and the Australian Administrative Agent
(a “Notice of Commitment Increase”) in the form of Exhibit 2.21
attached hereto. Once the Notice of Commitment Increase is fully-executed, such
notice and such Commitment Increase shall be effective on the proposed effective
date set forth in such notice (not less than five (5) Business Days after receipt by
the Global Administrative Agent and the Australian Administrative Agent) or on
another date agreed to by the Global Administrative Agent, the Australian
Administrative Agent and the Borrower (such date referred to as the “Commitment
Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are
Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of
immediately available funds, deliver to the Australian Administrative
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 7
Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender,
shall constitute Loans made by such CI Lender to the Borrower pursuant to this
Agreement on such Commitment Increase Effective Date, (ii) the Australian
Administrative Agent shall, by wire transfer of immediately available funds, pay to
each then Reducing Percentage Lender its Reduction Amount, which amount, for each
such Reducing Percentage Lender, shall constitute a prepayment by the Borrower
pursuant to Section 2.10, ratably in accordance with the respective
principal amounts thereof, of the principal amounts of all then outstanding Loans of
such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay
to each Lender any breakage fees or costs in connection with the reallocation of any
outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have the
following meanings: (1) “New Funds Amount” means the amount equal to the
product of a Lender’s increased Commitment or a CI Lender’s Commitment (as
applicable) represented as a percentage of the total amount of the Commitments after
giving effect to the Commitment Increase, times the aggregate principal amount of
the outstanding Loans immediately prior to giving effect to the Commitment Increase,
if any, as of a Commitment Increase Effective Date (without regard to any increase
in the aggregate principal amount of Loans as a result of borrowings made after
giving effect to the Commitment Increase on such Commitment Increase Effective
Date); (2) “Reducing Percentage Lender” means each then existing Lender
immediately prior to giving effect to the Commitment Increase that does not increase
its respective Commitment as a result of the Commitment Increase and whose relative
percentage of the total amount of the Commitments shall be reduced as a result of
such Commitment Increase; and (3) “Reduction Amount” means the amount by
which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment
Increase Effective Date (without regard to the effect of any borrowings made on such
Commitment Increase Effective Date after giving effect to the Commitment Increase).
(e) Each Commitment Increase shall become effective on its Commitment Increase
Effective Date and upon such effectiveness (i) the Global Administrative Agent and
the Australian Administrative Agent shall record in its records the CI Lender’s
information as provided in the Notice of Commitment Increase and pursuant to an
Administrative Questionnaire in form satisfactory to the Global Administrative Agent
and the Australian Administrative Agent that shall be executed and delivered by each
CI Lender to the Global Administrative Agent and the Australian Administrative Agent
on or before the Commitment Increase Effective Date, (ii) Schedule 2.1
hereof shall be amended and restated to set forth all Lenders (including any CI
Lenders) that will be Lenders hereunder after giving effect to such Commitment
Increase (which shall be set forth in Annex I to the applicable Notice of Commitment
Increase) and the Australian Administrative Agent shall distribute to each Lender
(including each CI Lender) a
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 8
copy of such amended and restated Schedule 2.1, and (iii) each CI
Lender identified on the Notice of Commitment Increase for such Commitment Increase
shall be a “Lender” for all purposes under this Agreement.”
(v). The Australian Credit Agreement hereby is amended by inserting Exhibit 2.21-B to
this letter agreement as Exhibit 2.21 to the Australian Credit Agreement following Exhibit G to the
Australian Credit Agreement.
C. Amendments to Canadian Credit Agreement.
(i). The second sentence of the definition of “Combined Commitments” contained in
Section 1.1 of the Canadian Credit Agreement is amended in its entirety to read as follows:
“The initial amount of each Combined Lender’s Commitment is set forth on
Schedule 2.1 to the applicable Combined Credit Agreement, or in a Assignment
and Acceptance (as defined in this Agreement and the U.S. Credit Agreement) or in a
Substitution Certificate (as defined in the Australian Credit Agreement) pursuant to
which such Combined Lender shall have assumed its Combined Commitment, as
applicable, or in an applicable Notice of Commitment Increase.”
(ii). The definition of “Commitment” contained in Section 1.1 of the Canadian Credit
Agreement is amended in its entirety to read as follows:
“ “Commitment” means, with respect to each Lender, the commitment of such
Lender to make Loans as such commitment may be (a) reduced from time to time
pursuant to Section 2.8, (b) reduced or increased from time to time pursuant
to Section 2.6 or pursuant to assignments by or to such Lender pursuant to
Section 10.4, (c) increased from time to time pursuant to Section
2.21, and (d) terminated pursuant to Sections 4.1, 8.2 or
8.3. The amount of the Commitment represents such Xxxxxx’s maximum Credit
Exposure hereunder. The initial amount of each Lender’s Commitment is set forth on
Schedule 2.1, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Commitment, as applicable, or in an applicable Notice
of Commitment Increase. The initial aggregate amount of the Lenders’ Commitments is
$150,000,000.”
(iii). Section 1.1 of the Canadian Credit Agreement is amended by inserting the following
definitions of “CI Lender”, “Commitment Increase”, “Commitment Increase
Effective Date”, “New Funds Amount”, “Notice of Commitment Increase”,
“Reducing Percentage Lender” and “Reduction Amount” in appropriate alphabetical
order:
“ “CI Lender” is defined in Section 2.21.
“Commitment Increase” is defined in Section 2.21.
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 9
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 9
“Commitment Increase Effective Date” is defined in Section 2.21.
“New Funds Amount” is defined in Section 2.21.
“Notice of Commitment Increase” is defined in Section 2.21.”
“Reducing Percentage Lender” is defined in Section 2.21.
“Reduction Amount” is defined in Section 2.21.”
(iv). The Canadian Credit Agreement is amended by inserting the following Section 2.21
after Section 2.20 of the Canadian Credit Agreement:
“ SECTION 2.21 Increase in Commitments.
(a) Subject to the terms and conditions set forth herein, the Borrower shall
have the right, without the consent of the Lenders, the Global Administrative Agent
or the Canadian Administrative Agent, to cause from time to time an increase in the
total amount of the Commitments (a “Commitment Increase”) by adding to this
Agreement one or more additional financial institutions that are not already Lenders
hereunder and that are reasonably satisfactory to the Global Administrative Agent
and the Canadian Administrative Agent (each a “CI Lender”) or by allowing
one or more existing Lenders to increase their respective Commitments;
provided, however, that (i) no Event of Default shall have occurred
which is continuing, (ii) no such Commitment Increase shall cause the total amount
of the Commitments to exceed U.S.$300,000,000, (iii) no Lender’s Commitment shall be
increased without such Lender’s prior written consent (which consent may be given or
withheld in such Xxxxxx’s sole and absolute discretion) and (iv) if, on the
effective date of such increase, any Loans have been funded, then the Borrower shall
be obligated to pay any breakage fees or costs in connection with the reallocation
of such outstanding Loans.
(b) Any Commitment Increase must be requested by written notice from the
Borrower to the Global Administrative Agent and the Canadian Administrative Agent (a
“Notice of Commitment Increase”) in the form of Exhibit 2.21
attached hereto. Once the Notice of Commitment Increase is fully-executed, such
notice and such Commitment Increase shall be effective on the proposed effective
date set forth in such notice (not less than five (5) Business Days after receipt by
the Global Administrative Agent and the Canadian Administrative Agent) or on another
date agreed to by the Global Administrative Agent, the Canadian Administrative Agent
and the Borrower (such date referred to as the “Commitment Increase Effective
Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are
Loans outstanding as of such date, (i) each CI Lender shall, by wire
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 10
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 10
transfer of immediately available funds, deliver to the Canadian Administrative
Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender,
shall constitute Loans made by such CI Lender to the Borrower pursuant to this
Agreement on such Commitment Increase Effective Date, (ii) the Canadian
Administrative Agent shall, by wire transfer of immediately available funds, pay to
each then Reducing Percentage Lender its Reduction Amount, which amount, for each
such Reducing Percentage Lender, shall constitute a prepayment by the Borrower
pursuant to Section 2.10, ratably in accordance with the respective
principal amounts thereof, of the principal amounts of all then outstanding Loans of
such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay
to each Lender any breakage fees or costs in connection with the reallocation of any
outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have the
following meanings: (1) “New Funds Amount” means the amount equal to the
product of a Lender’s increased Commitment or a CI Lender’s Commitment (as
applicable) represented as a percentage of the total amount of the Commitments after
giving effect to the Commitment Increase, times the aggregate principal amount of
the outstanding Loans immediately prior to giving effect to the Commitment Increase,
if any, as of a Commitment Increase Effective Date (without regard to any increase
in the aggregate principal amount of Loans as a result of borrowings made after
giving effect to the Commitment Increase on such Commitment Increase Effective
Date); (2) “Reducing Percentage Lender” means each then existing Lender
immediately prior to giving effect to the Commitment Increase that does not increase
its respective Commitment as a result of the Commitment Increase and whose relative
percentage of the total amount of the Commitments shall be reduced as a result of
such Commitment Increase; and (3) “Reduction Amount” means the amount by
which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment
Increase Effective Date (without regard to the effect of any borrowings made on such
Commitment Increase Effective Date after giving effect to the Commitment Increase).
(e) Each Commitment Increase shall become effective on its Commitment Increase
Effective Date and upon such effectiveness (i) the Global Administrative Agent and
the Canadian Administrative Agent shall record in its records the CI Lender’s
information as provided in the Notice of Commitment Increase and pursuant to an
Administrative Questionnaire in form satisfactory to the Global Administrative Agent
and the Canadian Administrative Agent that shall be executed and delivered by each
CI Lender to the Global Administrative Agent and the Canadian Administrative Agent
on or before the Commitment Increase Effective Date, (ii) Schedule 2.1
hereof shall be amended and restated to set forth all Lenders (including any CI
Lenders) that will be Lenders hereunder after giving effect to such Commitment
Increase (which shall be set forth in Annex I to the applicable Notice of Commitment
Increase) and the Canadian
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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Administrative Agent shall distribute to each Lender (including each CI Lender)
a copy of such amended and restated Schedule 2.1, and (iii) each CI Lender
identified on the Notice of Commitment Increase for such Commitment Increase shall
be a “Lender” for all purposes under this Agreement.”
(v). The Canadian Credit Agreement hereby is amended by inserting Exhibit 2.21-C to
this letter agreement as Exhibit 2.21 to the Canadian Credit Agreement following Exhibit G to the
Canadian Credit Agreement.
This letter agreement shall be deemed to be an amendment to the Combined Credit Agreements,
and the Combined Credit Agreements, as amended hereby, are hereby ratified, approved and confirmed
in each and every respect. All references to the Combined Credit Agreements herein and in any
other document, instrument, agreement or writing shall hereafter be deemed to refer to the Combined
Credit Agreements as amended hereby.
Please indicate your consent to (i) the extension of the Maturity Date under each of the
Combined Credit Agreements and the related Commitments of the Combined Lenders from May 12, 2011 to
May 12, 2012 and (ii) to the amendments outlined above by having an authorized signatory of your
financial institution execute this letter in the space provided below and returning the executed
page by the end of business on April 23, 2007, (i) via telecopy to Xxxxx Xxxxxxx at (000) 000-0000,
and (ii) via courier to: Xxxxx Xxxxx Xxxx & Maw LLP, 000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000, Attention: Xxxxx Xxxxxxx.
This letter may be executed in any number of counterparts and all such counterparts shall
together constitute but one and the same letter.
By execution hereof, the Global Administrative Agent acknowledges its consent to the request
for extension and to the amendments outlined above in its capacity as a U.S. Lender.
If you have any questions, please do not hesitate to contact either Xxxx Xxxxx of the Global
Administrative Agent at (000) 000-0000, Xxxx Xxxxxxxxxxxxx of Apache Corporation at (000) 000-0000
or Xxxxx Xxxxxxx at Xxxxx Xxxxx Xxxx & Maw LLP at (000) 000-0000.
| JPMORGAN CHASE BANK, N.A., as Global Administrative Agent and as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
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CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 12
THE UNDERSIGNED CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND COMMITMENTS UNDER
THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS OF THIS
DAY OF APRIL, 2007.
| BANK OF AMERICA, N.A., as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CITIBANK, N.A., as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CALYON NEW YORK BRANCH, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| SOCIÉTÉ GÉNÉRALE, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 13
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 13
| XXXXXX XXXXXXX BANK, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| SUMITOMO MITSUI BANKING CORPORATION, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| THE ROYAL BANK OF SCOTLAND PLC, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 14
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 14
| BAYERISCHE LANDESBANK — CAYMAN ISLANDS BRANCH, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ABN AMRO BANK N.V., as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| FIFTH THIRD BANK, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXXX STREET COMMITMENT CORPORATION, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 15
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 15
| XXXXX FARGO BANK, NA, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| THE BANK OF NEW YORK, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| AMEGY BANK NATIONAL ASSOCIATION, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| MIZUHO CORPORATE BANK, LTD., as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ROYAL BANK OF CANADA, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 16
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 16
| DEUTSCHE BANK AG NEW YORK BRANCH, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXX XXXXXXX FINANCING, INC., as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| UNION BANK OF CALIFORNIA, N.A., as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| BNP PARIBAS, as a U.S. Lender | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 17
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 17
| CITISECURITIES LIMITED (ABN 51 000 000 000), as Australian Administrative Agent |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| DEUTSCHE BANK AG, SYDNEY BRANCH (ABN 13 064 165 162), as an Australian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| JPMORGAN CHASE BANK (ARBN 074 112 011), as an Australian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| BANK OF AMERICA, N.A., SYDNEY BRANCH (ARBN 064 874 531), as an Australian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 18
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 18
| UBS AG, AUSTRALIA BRANCH (ABN 47 000 000 000), as an Australian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| CITIBANK, N.A. (ARBN 072 814 058), as an Australian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| BARCLAYS BANK PLC, AUSTRALIAN BRANCH (ABN 86062 449 585), as an Australian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| ROYAL BANK OF CANADA, as Canadian Administrative Agent | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 19
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 19
| ROYAL BANK OF CANADA, as a Canadian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| BANK OF MONTREAL, as a Canadian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| UNION BANK OF CALIFORNIA, N.A., CANADA BRANCH, as a Canadian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| THE TORONTO-DOMINION BANK, as a Canadian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 20
CORPORATION GLOBAL CREDIT FACILITY
April 5, 2007
Page 20
| BNP PARIBAS (CANADA), as a Canadian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
ACKNOWLEDGED AND AGREED:
| APACHE CORPORATION, as U.S. Borrower | ||||
By: |
||||
Name:
|
||||
Title:
|
Vice President and Treasurer | |||
| APACHE ENERGY LIMITED (ACN 009 301 964), as Australian Borrower | ||||
By: |
||||
Name:
|
||||
Title:
|
Vice President and Treasurer | |||
| APACHE CANADA LTD., as Canadian Borrower | ||||
By: |
||||
Name:
|
||||
Title:
|
Vice President and Treasurer | |||
EXHIBIT A
Annual Certificate of Extension — 2007
[see attached]
Exhibit A — Page 1
EXHIBIT
2.21-A
Exhibit
2.21
NOTICE OF COMMITMENT INCREASE
| JPMorgan Chase Bank, N.A., | ||
| as Global Administrative Agent | ||
| for the Lenders referred to below | ||
| c/o Loan & Agency Services Group | ||
| 0000 Xxxxxx Xxxxxx, 00xx Floor | ||
| Houston, Texas 77002-8069 | ||
Attention:
|
Xxxx Xxxxxxxxx | |
Telephone:
|
(000) 000-0000 | |
Facsimile:
|
(000) 000-0000 | |
APACHE CORPORATION
Dear Sirs:
This Notice of Commitment Increase is delivered to you pursuant to Section 2.21 of
that certain Credit Agreement, dated as of
May 12, 2005 (together with all
amendments, if any, from time to time made thereto, the “Credit Agreement”), among Apache
Corporation, a Delaware corporation, Lenders party thereto, JPMorgan Chase Bank, N.A., as
Global Administrative Agent (the “Global Administrative Agent”), and the other agents and lenders party
thereto. Terms defined in the Credit Agreement are used herein with the same meanings.
Please be advised that Borrower hereby requests an increase effective ,
20___1 in the aggregate Commitments under the Credit Agreement from $ to
$ .2
[CI Lender] has agreed [Language for existing Lender] [to
increase effective
, 20___ its Commitment under the Credit Agreement from
$ to $ and (b) that it shall continue to be a party in all respects to
the Credit Agreement and the other Loan Documents] [Language if CI Lender is a new Lender]
[effective
, 20___ (a) to become a Lender under the Credit Agreement with a Commitment of
$ and (b) that it shall be deemed to be a party in all respects to the Credit Agreement
and the other Loan Documents.]
The parties hereto have caused this Notice of Commitment Increase to be executed and
delivered, and the certification and warranties contained herein to be made, by its Authorized
Officer this ___ day of , 200___.
| 1 | Such date shall be no earlier than five (5) Business Days after receipt by the Global Administrative Agent of such Notice of Commitment Increase (unless an earlier date is otherwise agreed to by the Borrower, any applicable Lender or CI Lender, and the Global Administrative Agent). | |
| 2 | After giving effect to the requested Commitment Increase, the total amount of the Commitments shall not exceed $700,000,000. |
Exhibit 2.21
- A — Page 1
| APACHE CORPORATION | ||||||
| By | ||||||
| Name: | ||||||
| Title: | ||||||
| ACKNOWLEDGED AND AGREED: | ||||
| [Name of CI Lender] |
||||
By: |
||||
Name: |
||||
Title: |
||||
| JPMORGAN CHASE BANK, N.A., as Global Administrative Agent | ||||
By: |
||||
Name:
|
||||
Title: |
||||
Exhibit 2.21
- A — Page 2
EXHIBIT 2.21-B
Exhibit 2.21
NOTICE OF COMMITMENT INCREASE
Citisecurities Limited (ABN 51 000 000 000),
as Australian Administrative Agent
Level 23, 0 Xxxx Xxxxxx
Xxxxxx X.X.X. 0000
Xxxxxxxxx
Attention: Agency/Xxxxx Xxxxx/Xxxxxx Xxxxxx
Fax No: 00 0 0000 0000
as Australian Administrative Agent
Level 23, 0 Xxxx Xxxxxx
Xxxxxx X.X.X. 0000
Xxxxxxxxx
Attention: Agency/Xxxxx Xxxxx/Xxxxxx Xxxxxx
Fax No: 00 0 0000 0000
Citicorp International Limited
13/F., Two Harbourfront
00 Xxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxx Xxxx
Attention: Xxxxx Xxxx/Xxxxxx Xxx
Xxxxxxxxx: x000 0000 0000/4
13/F., Two Harbourfront
00 Xxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxx Xxxx
Attention: Xxxxx Xxxx/Xxxxxx Xxx
Xxxxxxxxx: x000 0000 0000/4
| JPMorgan Chase Bank, N.A., | ||
| as Global Administrative Agent | ||
| for the Lenders referred to below | ||
| c/o Loan & Agency Services Group | ||
| 0000 Xxxxxx Xxxxxx, 00xx Floor | ||
| Houston, Texas 77002-8069 | ||
Attention:
|
Xxxx Xxxxxxxxx | |
Telephone:
|
(000) 000-0000 | |
Facsimile:
|
(000) 000-0000 | |
APACHE ENERGY LIMITED (ACN 009 301 964)
Dear Sirs:
This Notice of Commitment Increase is delivered to you pursuant to Section 2.21 of
that certain Credit Agreement, dated as of May 12, 2005 (together with all amendments, if any, from
time to time made thereto, the “Credit Agreement”), among Apache Energy Limited (ACN 009
301 964), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent,
Citisecurities Limited (ABN 51 000 000 000), as Australian Administrative Agent, and the other
agents and lenders party thereto. Terms defined in the Credit Agreement are used herein with the
same meanings.
Exhibit 2.21
- B — Page 1
Please be advised that Borrower hereby requests an increase effective ,
20___3 in the aggregate Commitments under the Credit Agreement from $ to
$ .4
[CI Lender] has agreed [Language for existing Lender] [to
increase effective
, 20___ its Commitment under the Credit Agreement from
$
to
$ and (b) that it shall continue to be a party in all respects to
the Credit Agreement and the other Loan Documents] [Language if CI Lender is a new Lender]
[effective
, 20___ (a) to become a Lender under the Credit Agreement with a Commitment of
$ and (b) that it shall be deemed to be a party in all respects to the Credit Agreement
and the other Loan Documents.]
The parties hereto have caused this Notice of Commitment Increase to be executed and
delivered, and the certification and warranties contained herein to be made, by its Authorized
Officer this ___ day of , 200___.
| APACHE ENERGY LIMITED (ACN 009 301 964) | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| [Any other Additional Borrowers (ACN ) | ||||
| By: | ||||
| Name: | ||||
| Title:] | ||||
| APACHE CORPORATION, as Parent and party to Deed of Guaranty | ||||
| By | ||||
| Name: | ||||
| Title: | ||||
| 3 | Such date shall be no earlier than five (5) Business Days after receipt by the Global Administrative Agent and the Australian Administrative Agent of such Notice of Commitment Increase (unless an earlier date is otherwise agreed to by the Borrower, any applicable Lender or CI Lender, the Global Administrative Agent, and the Australian Administrative Agent). | |
| 4 | After giving effect to the requested Commitment Increase, the total amount of the Commitments shall not exceed $300,000,000. |
Exhibit 2.21
- B — Page 2
| ACKNOWLEDGED AND AGREED: | ||||
| [Name of CI Lender] |
||||
By: |
||||
Name:
|
||||
Title: |
||||
| JPMORGAN CHASE BANK, N.A., as Global Administrative Agent | ||||
By: |
||||
Name: |
||||
Title: |
||||
| CITISECURITIES LIMITED (ABN 51 000 000 000), as Australian Administrative Agent | ||||
By: |
||||
Name:
|
||||
Title: |
||||
Exhibit 2.21
- B — Page 3
EXHIBIT
2.21-C
Exhibit 2.21
NOTICE OF COMMITMENT INCREASE
Royal Bank of Canada,
as Canadian Administrative Agent
000 Xxx Xxxxxx
00xx xxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
Xxxxxx
Attention: Agency Services Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
as Canadian Administrative Agent
000 Xxx Xxxxxx
00xx xxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
Xxxxxx
Attention: Agency Services Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
| JPMorgan Chase Bank, N.A., | ||
| as Global Administrative Agent | ||
| for the Lenders referred to below | ||
| c/o Loan & Agency Services Group | ||
| 0000 Xxxxxx Xxxxxx, 00xx Floor | ||
| Houston, Texas 77002-8069 | ||
Attention:
|
Xxxx Xxxxxxxxx | |
Telephone:
|
(000) 000-0000 | |
Facsimile:
|
(000) 000-0000 | |
APACHE CANADA LTD.
Dear Sirs:
This Notice of Commitment Increase is delivered to you pursuant to Section 2.21 of
that certain Credit Agreement, dated as of May 12, 2005 (together with all amendments, if any, from
time to time made thereto, the “Credit Agreement”), among Apache Canada Ltd., the Lenders
party thereto, JPMorgan Chase Bank, as Global Administrative Agent, Royal Bank of Canada, as
Canadian Administrative Agent, and the other agents and lenders party thereto. Terms defined in
the Credit Agreement are used herein with the same meanings.
Please be advised that Borrower hereby requests an increase effective ,
20___5 in the aggregate Commitments under the Credit Agreement from $ to
$ .6
| 5 | Such date shall be no earlier than five (5) Business Days after receipt by the Global Administrative Agent and the Canadian Administrative Agent of such Notice of Commitment Increase (unless an earlier date is otherwise agreed to by the Borrower, any applicable Lender or CI Lender, the Global Administrative Agent, and the Canadian Administrative Agent). | |
| 6 | After giving effect to the requested Commitment Increase, the total amount of the Commitments shall not exceed $300,000,000. |
Exhibit 2.21
-
C — Page 1
[CI Lender] has agreed [Language for existing Lender] [to
increase effective
, 20___ its Commitment under the Credit Agreement from
$ to $ and (b) that it shall continue to be a party in all respects to
the Credit Agreement and the other Loan Documents] [Language if CI Lender is a new Lender]
[effective
, 20___ (a) to become a Lender under the Credit Agreement with a Commitment of
$ and (b) that it shall be deemed to be a party in all respects to the Credit Agreement
and the other Loan Documents.]
The parties hereto have caused this Notice of Commitment Increase to be executed and
delivered, and the certification and warranties contained herein to be made, by its Authorized
Officer this ___ day of , 200___.
| APACHE CANADA LTD. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| [Any other Additional Borrowers | ||||||
| By: | ||||||
| Name: | ||||||
| Title:] | ||||||
| APACHE CORPORATION, as Parent and party to Guaranty | ||||||
| By | ||||||
| Name: | ||||||
| Title: | ||||||
| ACKNOWLEDGED AND AGREED: | ||||
| [Name of CI Lender] |
||||
By: |
||||
Name:
|
||||
Title: |
||||
| JPMORGAN CHASE BANK, N.A., as Global Administrative Agent | ||||
By: |
||||
Name: |
||||
Title: |
||||
Exhibit 2.21
- C — Page 2
ROYAL
BANK OF CANADA, as Canadian Administrative Agent
|
||||
By: |
||||
Name:
|
||||
Title: |
Exhibit 2.21
-
C — Page 3
