Contract
Exhibit 10.1
EXECUTION VERSION
AMENDMENT No. 2 to the THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of July 29, 2016 (this “Amendment”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the “Company”), the LENDERS party hereto, the ISSUING BANKS party hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into that certain Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Revolving Credit Agreement”; the Existing Revolving Credit Agreement as amended by this Amendment, the “Amended Revolving Credit Agreement”), among Holdings, the Company, the Lenders party thereto, the Administrative Agent and the other parties thereto; and
WHEREAS, the parties hereto desire to amend the Existing Revolving Credit Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Revolving Credit Agreement has the meaning assigned to such term in the Amended Revolving Credit Agreement. Each reference in the Existing Revolving Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Existing Revolving Credit Agreement shall, from the Amendment Effective Date (as defined below), refer to the Amended Revolving Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes under the Amended Revolving Credit Agreement.
Section 2. Amendments to the Existing Revolving Credit Agreement. In each case with effect on and after the Amendment Effective Date:
(a) Section 1.1 of the Existing Revolving Credit Agreement shall be amended to add the following definition in the appropriate alphabetical order:
““Amendment No. 2 Effective Date” means July 29, 2016.”
(b) Clause (a) of the definition of “Applicable LC Fronting Sublimit” in Section 1.1 of the Existing Revolving Credit Agreement shall be amended by deleting the words “Third Restatement Effective Date” and inserting in their place the words “Amendment No. 2 Effective Date”.
(c) The final two sentences of the definition of “Commitment” in Section 1.1 of the Existing Revolving Credit Agreement shall be amended and restated in their entirety as follows:
“The amount of each Lender’s Commitment as of the Amendment No. 2 Effective Date is set forth on Schedule 2.1. The aggregate amount of the Lenders’ Commitments as of the Amendment No. 2 Effective Date is $1,500,000,000.”
(d) Clause (i) of the third sentence of Section 2.5(b) of the Existing Revolving Credit Agreement shall be amended and restated in its entirety as follows:
“(i) the aggregate LC Exposure shall not exceed $125,000,000 (the “LC Sublimit”)”.
(e) Section 6.4(b) of the Existing Revolving Credit Agreement shall be amended and restated in its entirety as follows:
(b) Maximum Total Leverage Ratio. Parent will not permit the Total Leverage Ratio as of the last day of any fiscal quarter to be greater than the ratio set forth opposite the corresponding date set forth below:
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Quarter-End Date |
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Total Leverage Ratio |
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September 30, 2016 |
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5.25:1.00 |
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December 31, 2016 |
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5.25:1.00 |
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March 31, 2017 |
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5.25:1.00 |
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June 30, 2017 |
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5.00:1.00 |
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September 30, 2017 |
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4.75:1.00 |
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December 31, 2017 |
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4.00:1.00 |
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March 31, 2018 and thereafter |
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3.75:1.00 |
(f) Schedule 2.1 of the Existing Revolving Credit Agreement shall be amended and restated in its entirety to contain the information set forth on Annex A hereto.
Section 3. Representations of the Company and Holdings. Each of the Company and Holdings represents and warrants that (a) all representations and warranties set forth in the Amended Revolving Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (i) to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true
and correct in all respects and (b) no Default or Event of Default shall exist and be continuing on the Amendment Effective Date after giving effect to this Amendment.
Section 4. Effectiveness of Amendment. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received, from each of Holdings, the Company, the Issuing Banks and Lenders that in the aggregate constitute the Required Lenders under the Existing Revolving Credit Agreement as of the Amendment Effective Date, a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment);
(b) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or a Financial Officer of the Company, confirming (i) that all representations and warranties set forth in this Amendment, the Amended Revolving Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment;
(c) The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Administrative Agent) for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment Effective Date (or such later date as the Company shall permit in its reasonable discretion); and
(d) The Administrative Agent shall have received an amendment fee for the account of each Lender party hereto in an amount equal to 0.10% of such Lender’s Commitment as of the Amendment Effective Date (immediately after giving effect to this Amendment).
Section 5. Certain Consequences Of Effectiveness.
(a) Except as expressly set forth herein and in Annex A attached hereto, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other party under the Existing Revolving Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
(b) Nothing herein shall be deemed to entitle Holdings, any Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement or any other Loan document in similar or different circumstances.
(c) By signing this Amendment, each of Holdings and the Company hereby confirms that (i) the Obligations of each of Holdings, each of the Borrowers and each Guarantor under the Amended Revolving Credit Agreement and the other Loan Documents as amended hereby are entitled to the benefit of the guarantees set forth in the relevant Loan Documents and (ii) the Loan Documents as amended hereby are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.
Section 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Section 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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CF INDUSTRIES HOLDINGS, INC., as Holdings | ||
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By: |
/s/ Xxxxxx Xxxxxxx | |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Vice President, Treasurer and Assistant Secretary |
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CF INDUSTRIES, INC., as the Company | ||
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By: |
/s/ Xxxxxx Xxxxxxx | |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Vice President, Treasurer and Assistant Secretary |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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XXXXXX XXXXXXX SENIOR FUNDING, INC., | ||
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By: |
/s/ Xxxxx Xxxx | |
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Name: |
Xxxxx Xxxx |
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Title: |
Authorized Signatory |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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XXXXXX XXXXXXX BANK, N.A., | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Authorized Signatory |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., | ||
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By: |
/s/ Xxxxxxx Xxxx | |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Authorized Signatory |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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BANK OF MONTREAL, | ||
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By: |
/s/ Xxxx Xxxxxxxxx | |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Vice President |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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XXXXXXX SACHS BANK USA, | ||
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By: |
/s/ Xxxxxxx Xxxxx | |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Authorized Signatory |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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ROYAL BANK OF CANADA, | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Authorized Signatory |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
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By: |
/s/ XxXxxxxx Xxxxxxxx | |
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Name: |
XxXxxxxx Xxxxxxxx |
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Title: |
Director |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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THE BANK OF NOVA SCOTIA, | ||
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By: |
/s/ Xxxxxxxx Xxxx | |
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Name: |
Xxxxxxxx Xxxx |
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Title: |
Director |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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Canadian Imperial Bank of Commerce, | ||
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By: |
/s/ Zhen Ma | |
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Name: |
Zhen Ma |
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Title: |
Authorized Signatory |
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By: |
/s/ Xxxxxx Xxxxx | |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Authorized Signatory |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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CITIBANK, N.A., | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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PNC BANK, NATIONAL ASSOCIATION, | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Senior Vice President |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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SUNTRUST BANK, | ||
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By: |
/s/ Xxxxxx Xxxx | |
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Name: |
Xxxxxx Xxxx |
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Title: |
Vice President |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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U.S. BANK NATIONAL ASSOCIATION, | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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BANK OF AMERICA, N.A., | ||
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Vice President |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, | ||
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By: |
/s/ Xxxx Xxxxxx | |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxx Xx | |
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Name: |
Xxxx Xx |
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Title: |
Managing Director |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
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COMMERZBANK AG, NEW YORK BRANCH, | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Director |
Signature Page to Amendment No. 2 to Third Amended and Restated Revolving Credit Agreement
ANNEX A
Schedule 2.1
Commitments
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Lender |
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Commitment |
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Applicable LC |
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Xxxxxx Xxxxxxx Bank, N.A. |
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$ |
142,500,000.00 |
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$ |
20,833,333.34 |
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The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
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$ |
142,500,000.00 |
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$ |
20,833,333.33 |
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Bank of Montreal |
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$ |
112,500,000.00 |
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$ |
20,833,333.33 |
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Xxxxxxx Sachs Bank USA |
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$ |
112,500,000.00 |
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$ |
20,833,333.34 |
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Royal Bank of Canada |
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$ |
112,500,000.00 |
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$ |
20,833,333.33 |
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Xxxxx Fargo Bank, National Association |
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$ |
112,500,000.00 |
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$ |
20,833,333.33 |
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The Bank of Nova Scotia |
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$ |
90,000,000.00 |
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N/A |
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Canadian Imperial Bank of Commerce, New York Branch |
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$ |
90,000,000.00 |
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N/A |
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Citibank, N.A. |
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$ |
90,000,000.00 |
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N/A |
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PNC Bank, National Association |
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$ |
90,000,000.00 |
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N/A |
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SunTrust Bank |
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$ |
90,000,000.00 |
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N/A |
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U.S. Bank National Association |
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$ |
90,000,000.00 |
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N/A |
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Bank of America, N.A. |
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$ |
75,000,000.00 |
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N/A |
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Crédit Agricole Corporate and Investment Bank |
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$ |
75,000,000.00 |
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X/X |
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Xxxxxxxxxxx XX, Xxx Xxxx Branch |
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$ |
75,000,000.00 |
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N/A |
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Total |
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$ |
1,500,000,000.00 |
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$ |
125,000,000.00 |
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