Bank of America, N.A.,
Bank of America, N.A.,
as Administrative Agent
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
June 14, 2019
At Home Holding III Inc.
At Home Stores LLC
0000 X. Xxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Re: Increase in Aggregate Commitments
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by and among At Home Holding III Inc. (formerly known as GRD Holding III Corporation), a Delaware corporation, At Home Stores LLC (as successor in interest to Garden Ridge L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), At Home Holding II Inc., a Delaware corporation (“Holdings”), each Guarantor from time to time party thereto, each Lender from time to time party thereto, Bank of America, N.A. (“Bank of America”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and the other agents and arrangers from time to time party thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.
Pursuant to Section 2.14 of the Credit Agreement, the Borrowers have requested that the Aggregate Commitments be increased by $75,000,000 (the “Commitment Increase”) from and after June 14, 2019 (the “Commitment Increase Effective Date”).
Bank of America, Xxxxx Fargo Bank, National Association, U.S. Bank National Association and BBVA USA (collectively, the “Incremental Commitment Lenders”), each an existing Lender under the Credit Agreement, have agreed to increase their respective Commitments by an incremental amount equal to (a) $32,142,857, in the case of Bank of America, (b) $21,428,571, in the case of Xxxxx Fargo Bank, National Association, (c) $10,714,286, in the case of U.S. Bank National Association and (d) $10,714,286, in the case of BBVA USA.
The Borrowers, each of the Guarantors, the Incremental Commitment Lenders and the Administrative Agent hereby acknowledge and agree that as of the Commitment Increase Effective Date (a) (i) Bank of America shall increase its Commitment by an incremental amount equal to $32,142,857, such that Bank of America’s total Commitment under the Credit Agreement is $132,142,857, (ii) Xxxxx Fargo Bank, National Association shall increase its Commitment by an incremental amount equal to $21,428,571, such that Xxxxx Fargo Bank,
National Association’s total Commitment under the Credit Agreement is $121,428,571, (iii) U.S. Bank National Association shall increase its Commitment by an incremental amount equal to $10,714,286, such that U.S. Bank National Association’s total Commitment under the Credit Agreement is $60,714,286 and (iv) BBVA USA shall increase its Commitment by an incremental amount equal to $10,714,286, such that BBVA USA’s total Commitment under the Credit Agreement is $60,714,286, (b) as of the Commitment Increase Effective Date, Schedule 2.01 (Commitments and Pro Rata Shares) to the Credit Agreement shall be replaced by Schedule 2.01 (Commitments and Pro Rata Shares) attached hereto as Exhibit A, and (c) the Commitment Increase Effective Date shall be deemed to be a Revolving Credit Increase Effective Date referred to in the Credit Agreement.
Pursuant to Section 2.14(d) of the Credit Agreement, by their signature below the Borrowers hereby certify that (i) no Default has occurred and is continuing or would result from the Commitment Increase, (ii) before and after giving effect to the Commitment Increase, the representations and warranties contained in Article 5 of the Credit Agreement and the representations and warranties in the other Loan Documents are (and shall be) true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and except that for purposes of this subclause (ii), the representations and warranties contained in Section 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and (b) of the Credit Agreement, respectively, and (iii) after giving effect to the Commitment Increase, the Borrowers are in Pro Forma Compliance with the financial covenant set out in Section 7.11 of the Credit Agreement for the four (4) quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement relates.
The Administrative Agent shall have received a certificate of each Loan Party dated the date hereof signed by a Responsible Officer of such Loan Party, certifying and attaching the resolutions adopted by such Loan Party authorizing, among other things, the Commitment Increase under the Credit Agreement and the other Loan Documents.
This letter agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This letter agreement shall become effective when (a) it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (b) the Borrowers shall have paid all fees required to be paid pursuant to that certain fee letter agreement dated as of June 14, 2019 (the “Commitment Increase Fee Letter”), between the Borrowers and the Administrative Agent. Delivery of an executed counterpart of a signature page of this letter agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this letter agreement. This letter agreement shall constitute a Loan Document.
This letter agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the state of New York without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York general obligations law and the provisions of Section 10.16 of the Credit Agreement are herein incorporated by reference.
If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.
[Remainder of Page Left Intentionally Blank]
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Very truly yours, | |
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BANK OF AMERICA, N.A., as Administrative Agent | |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Senior Vice President |
[At Home — Increase to Aggregate Commitments]
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ACCEPTED AND AGREED TO | |
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AS OF THE DATE FIRST ABOVE WRITTEN: | |
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BANK OF AMERICA, N.A., as an Incremental Commitment Lender | |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Senior Vice President |
[At Home — Increase to Aggregate Commitments]
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ACCEPTED AND AGREED TO | |
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AS OF THE DATE FIRST ABOVE WRITTEN: | |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Incremental Commitment Lender | |
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By: |
/s/Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Assistant Vice President |
[At Home — Increase to Aggregate Commitments]
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ACCEPTED AND AGREED TO | |
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AS OF THE DATE FIRST ABOVE WRITTEN: | |
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U.S. BANK NATIONAL ASSOCIATION, as an Incremental Commitment Lender | |
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By: |
/s/ Xxxx X. XxXxxx |
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Name: |
Xxxx X. XxXxxx |
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Title: |
Vice President |
[At Home — Increase to Aggregate Commitments]
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ACCEPTED AND AGREED TO | |
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AS OF THE DATE FIRST ABOVE WRITTEN: | |
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BBVA USA, as an Incremental Commitment Lender | |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Senior Vice President |
[At Home — Increase to Aggregate Commitments]
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ACCEPTED AND AGREED TO | |
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AS OF THE DATE FIRST ABOVE WRITTEN: | |
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BORROWERS: | |
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AT HOME HOLDING III INC. | |
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By: |
/s/ Xxxxx X. Xxxx III |
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Name: |
Xxxxx X. Xxxx III |
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Title: |
Chairman, Chief Executive Officer and President |
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AT HOME STORES LLC | |
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By: |
/s/ Xxxxx X. Xxxx III |
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Name: |
Xxxxx X. Xxxx III |
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Title: |
Chairman, Chief Executive Officer and President |
[At Home — Increase to Aggregate Commitments]
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GUARANTORS: | |
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AT HOME COMPANIES LLC | |
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AT HOME HOLDING II INC. | |
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AT HOME PROPERTIES LLC | |
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0000 XXXX XXXXX XXXXXXX LLC | |
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0000 XXXX XXXXXXXXXX 20, LLC | |
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00000 XXXXXXXXX XXXXXXX LLC | |
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00000 XXXX XXXXXX XXXX LLC | |
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0000 XXXXX XXXXXXXXXX XXXX LLC | |
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0000 XXXXX XXXX XXX | |
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0000 XXXX XXXX 289 LLC | |
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000 XXXXX XXXXXX XXXXXX LLC | |
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00000 XXXXXXXX XXXX LLC | |
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000 X. XXXXXXX XXXXXXXXX (1031), LLC | |
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0000 X. XXXXXX XXXXXXXXX (1031), LLC | |
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3003 WEST VINE, LLC | |
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0000 XXXXX XXXX XXXX 1604, LLC | |
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000 XXXXXXX XXXXX, LLC | |
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0000 XXXXXXXXX XXXXX, LLC | |
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0000 XXXXXXXXX XXXX, LLC | |
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0000 XXXXXX XXX, LLC | |
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0000 XXXXXXX XXXX XX, LLC | |
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4801 000X XXXX XXXX, LLC | |
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00000 XXXXXXXXX XXXXXXXXXX XX, LLC | |
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0000 XXXXX XXXX, LLC | |
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0000 X. XXXXX XXXXXX, LLC | |
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0000 XXXXX XX, LLC | |
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0000 XXXXXXXXXX XX, LLC | |
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0000 XXXXXX XXXXX XXXXX LLC | |
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0000 XXXXXX XXXXX XX LLC | |
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0000 X. XXXXX XX LLC | |
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000 X XXXX XXXX XXXX XX LLC | |
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000 XX 00XX XXXXXX LLC | |
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0000 XXXXXXXXXX XXXXXXX XXXX LLC | |
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0000 XXXXXXXX XXXXX XX LLC | |
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0000 XXXXXXXXX XXXXX XX LLC | |
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AT HOME RMS INC. | |
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AT HOME PROCUREMENT INC. | |
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AT HOME GIFT CARD LLC | |
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By: |
/s/ Xxxxx X. Xxxx III |
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Name: |
Xxxxx X. Xxxx III |
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Title: |
Chairman, Chief Executive Officer and President |
[At Home — Increase to Aggregate Commitments]
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0000 X. 00XX XXXXXX LLC | |
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00 XXXXX XXXX LLC | |
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0000 XXXX XXXXXXX XXXXXXXXX LLC | |
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X. XXXXXXXX FIELD RD LLC | |
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0000 XXXXX XXXXX LLC | |
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0000 X 00XX XXXXXX LLC | |
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0000 XXXXXXXXX XXXXXX XX LLC | |
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10800 ASSEMBLY PARK DR LLC | |
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0000 X. XXXXXXX XX LLC | |
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00000 X XXXXXXXXXX XXXX LLC | |
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0000 XXXXXXXX XXXX LLC | |
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0000 XXXXX XXXXXXX XX LLC | |
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0000 XXXX XXXXXX XXXX X LLC | |
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00000 XXXXXXXXX XXXXXXX LLC | |
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0000 XXXXXXXXX XX LLC | |
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000 XXXXXX XXXXXX XXXX LLC | |
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0000 XXXXXXXXX XXXXXXX LLC | |
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0000 X 00XX XX LLC | |
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000 XXXXXX XXXXXXXX XXXXXX LLC | |
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0000 XXXXXXX XXXXXX LLC | |
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000 XXXXXXXX XXXXX XX LLC | |
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0000 XXXXX XXXXXXX 000 LLC | |
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000 XX XXX 000 LLC | |
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0000 XXXXX XX LLC | |
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0000 XXXXXXX XXXXXXX LLC | |
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0000 XXXXXX XXXXX XXXX LLC | |
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By: |
/s/ Xxxxx X. Xxxx III |
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Name: |
Xxxxx X. Xxxx III |
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Title: |
Chairman, Chief Executive Officer and President |
[At Home — Increase to Aggregate Commitments]
EXHIBIT A
Updated Schedule 2.01 to the Credit Agreement
Schedule 2.01 to
the Credit Agreement
COMMITMENTS AND PRO RATA SHARES
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Lender Name |
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Commitment |
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Pro Rata Share of |
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Bank of America, N.A. |
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$ |
132,142,857 |
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31.092436941 |
% |
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Xxxxx Fargo Bank, National Association |
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$ |
121,428,571 |
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28.571428471 |
% |
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U.S. Bank National Association |
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$ |
60,714,286 |
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14.285714353 |
% |
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Regions Bank |
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$ |
50,000,000 |
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11.764705882 |
% |
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BBVA USA |
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$ |
60,714,286 |
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14.285714353 |
% |
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Total |
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$ |
425,000,000 |
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100.000000000 |
% |
