AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
Exhibit 10(b)
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
AMENDMENT dated as of June 13, 2011 (this “Amendment”) to the Revolving Credit Agreement dated as of November 1, 2010 (the “Credit Agreement”) among LOUISVILLE GAS AND ELECTRIC COMPANY (the “Borrower”), the LENDERS party thereto (the “Lenders”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Swingline Lender (the “Agent”).
RECITALS:
WHEREAS, the parties hereto desire to amend the Credit Agreement to modify the definition of “Borrower’s Rating”. The parties hereto therefore agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby and each reference to “thereof”, “thereunder”, “therein” and “thereby” and each other similar reference to the Credit Agreement contained in any other Loan Document shall, after this treatment becomes effective refer to the Credit Agreement as amended hereby.
Section 2. Amendments of Credit Agreement Definitions.
(a) The definition of “Borrower’s Rating” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety:
“Borrower’s Rating” means the senior secured long-term debt rating of the Borrower from S&P or ▇▇▇▇▇’▇.
(b) The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety:
“Applicable Percentage” means, for purposes of calculating (i) the applicable interest rate for any day for any Base Rate Loans or Euro-Dollar Loans, (ii) the applicable rate for the Commitment Fee for any day for purposes of Section 2.07(a) or (iii) the applicable rate for the Letter of Credit Fee for any day for purposes of Section 2.07(b), the appropriate applicable percentage set forth below corresponding to one rating level below the then current highest Borrower’s Ratings; provided, that, in the event that the Borrower’s Ratings shall fall within different levels and ratings are maintained by both Rating Agencies, the applicable rating shall be based on the higher of the two ratings unless one of the ratings is two or more levels lower than the other, in which case the applicable rating shall be determined by reference to the level one rating lower than the higher of the two ratings:
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Borrower’s Ratings
(S&P /▇▇▇▇▇’▇)
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Applicable Percentage for Commitment Fees
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Applicable Percentage for Base Rate Loans
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Applicable Percentage for Euro-Dollar Loans and Letter of Credit Fees
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Category A
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> A- from S&P / A3 from
▇▇▇▇▇’▇
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0.200%
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0.75%
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1.75%
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Category B
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BBB+ from S&P / Baa1 from
▇▇▇▇▇’▇
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0.250%
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1.00%
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2.00%
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Category C
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BBB from S&P / Baa2 from
▇▇▇▇▇’▇
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0.375%
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1.25%
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2.25%
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Category D
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BBB- from S&P / Baa3 from
▇▇▇▇▇’▇
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0.500%
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1.50%
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2.50%
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Category E
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≤BB+ from S&P / Ba1
from ▇▇▇▇▇’▇
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0.625%
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2.00%
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3.00%
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Section 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. Full Force and Effect; Ratification. Except as expressly modified herein, all of the terms and conditions of the Credit Agreement are unchanged, and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement. This Amendment constitutes the entire and final agreement among the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set forth herein.
Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 6. Effectiveness. This Amendment shall become retroactively effective as of May 1, 2011, on the date when the Agent shall have received from each of the Borrower and the Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
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LOUISVILLE GAS AND ELECTRIC COMPANY
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Treasurer
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▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender, Swingline Lender and Lender
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
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Bank of America, N.A.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
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Title: Director
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CREDIT SUISSE AG, Cayman Islands Branch
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By:
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/s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
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Title: Director
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Associate
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Barclays Bank PLC
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By:
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/s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
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Title: Assistant Vice President
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BNP Paribas
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇
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Title: Vice President
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
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CITIBANK, N.A.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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JPMorgan Chase Bank, N.A., as a Lender
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Executive Director
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Authorized Signatory
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ROYAL BANK OF CANADA
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Authorized Signatory
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THE BANK OF NOVA SCOTIA
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Managing Director
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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Union Bank, N.A.
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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The Royal Bank of Scotland plc as a Lender
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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UBS Loan Finance LLC
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Associate Director
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Associate Director
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Managing Director
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Director
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DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Managing Director
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Director
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KEYBANK NATIONAL ASSOCIATION as Lender
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Senior Vice President
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Lloyds TSB Bank plc
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Director
Corporate Banking USA
C103
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
Corporate Banking USA
H057
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U.S. Bank National Association
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Sr. Vice President
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BANCO BILBAO VIZCAYA ARGENTARIA S.A. – NEW YORK BRANCH
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By:
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/s/ Nietzsche Rodricks
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Name: Nietzsche Rodricks
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Title: Senior Banker
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇
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Title: Executive Director
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THE BANK OF NEW YORK MELLON
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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Bayerische Landesbank, New York Branch
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: First Vice President
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MIZUHO CORPORATE BANK, LTD.
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By:
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/s/ ▇▇▇▇ Mo
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Name: ▇▇▇▇ Mo
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Title: Authorized Signatory
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Sovereign Bank
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: SVP
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SUNTRUST BANK
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Director
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CIBC Inc.
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Executive Director
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Director
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Fifth Third Bank
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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PNC Bank, National Association
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
PNC Bank, N.A.
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Sumitomo Mitsui Banking Corporation
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: General Manager
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Wing Lung Bank Ltd., Los Angeles Branch, as a Lender
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By:
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/s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇
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Title: V.P. & Manager
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THE NORTHERN TRUST COMPANY
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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