COMMITMENT INCREASE AGREEMENT (NEW LENDERS)
Exhibit 10.2
Execution Copy
COMMITMENT INCREASE AGREEMENT
(NEW LENDERS)
(NEW LENDERS)
THIS COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of September 28, 2012 (the “Commitment Increase Effective Date”) is among each of the new Lenders signatory hereto and listed on Schedule I hereto (each a “New CI Lender” and defined in the Credit Agreement as a “CI Lender”) and Noble Energy, Inc., a Delaware corporation (the “Borrower”). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement referred to below.
R E C I T A L S
A. The Borrower, the Administrative Agent and the other Agents and certain Lenders have entered into that certain Credit Agreement dated as of October 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B. The Borrower has caused, pursuant to Section 2.9 of the Credit Agreement, that the Total Commitment be increased by an additional $1,000,000,000 to a total of $4,000,000,000.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Additional Lender.
(a) Pursuant to Section 2.9 of the Credit Agreement, effective as of the Commitment Increase Effective Date in accordance with Section 1.05 hereof, each New CI Lender shall hereby (i) become a Lender under, and for all purposes of, the Credit Agreement with a Commitment in the amount set forth opposite such New CI Lender’s name on Schedule I hereto and (ii) have all of the rights and obligations of a Lender under the Credit Agreement.
(b) Attached hereto as Schedule II is a new “Schedule II” which replaces the existing Schedule II to the Credit Agreement, such new Schedule II reflecting the Total Commitment after giving effect to (i) the joinder of each New CI Lender as a Lender under the Credit Agreement contemplated hereby, (ii) the increase in the Total Commitment contemplated by that certain Commitment Increase Agreement dated as of the Commitment Increase Effective Date among the existing Lenders signatory thereto (each defined in such Commitment Increase Agreement as an “Existing CI Lender”) and the Borrower and (iii) any Lender Assignment Agreements effected concurrently herewith.
Section 1.02 Agreements. Each New CI Lender hereby agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
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credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.9 of the Credit Agreement).
Section 1.03 Representations and Warranties. The Borrower represents and warrants to the Lenders that as of the Commitment Increase Effective Date, immediately after giving effect to the terms of this Agreement, no Default or Event of Default has occurred and is continuing.
Section 1.04 Confirmation. The provisions of the Credit Agreement, as amended from time to time in accordance with its terms, shall remain in full force and effect following the effectiveness of this Agreement.
Section 1.05 Effectiveness. This Agreement shall become effective on the Commitment Increase Effective Date in accordance with Section 2.9 of the Credit Agreement.
Section 1.06 Counterparts. This Agreement 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 Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 1.07 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
Section 1.08 Severability. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 1.09 Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.2 of the Credit Agreement; provided that all communications and notices hereunder to each New CI Lender shall be given to it at the address set forth in its Administrative Questionnaire.
Section 1.10 Loan Document. This Agreement is a Loan Document.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
NOBLE ENERGY, INC., as the Borrower | |
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
Title: Vice President and Treasurer | |
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ACKNOWLEDGED AND ACCEPTED BY:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BNP PARIBAS, as a New CI Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
COMMONWEALTH BANK OF AUSTRALIA, as a New CI Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Head of Natural Resources - Americas
ROYAL BANK OF CANADA, as a New CI Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
THE BANK OF NOVA SCOTIA, as a New CI Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
UBS LOAN FINANCE LLC, as a New CI Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Associate Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Associate Director
BRANCH BANKING AND TRUST COMPANY, as a New CI Lender
By: /s/ De Von ▇. ▇▇▇▇
Name: De Von ▇. ▇▇▇▇
Title: Vice President
Signature Page
Commitment Increase Agreement (New Lenders)
Commitment Increase Agreement (New Lenders)
BANK OF CHINA, NY BRANCH,
as a New CI Lender
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Deputy General Manager
Signature Page
Commitment Increase Agreement (New Lenders)
Commitment Increase Agreement (New Lenders)
PNC BANK, NATIONAL ASSOCIATION,
as a New CI Lender
By: /s/ M. ▇▇▇▇▇ ▇▇▇▇▇▇
Name: M. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Signature Page
Commitment Increase Agreement (New Lenders)
Commitment Increase Agreement (New Lenders)
STANDARD CHARTERED BANK,
as a New CI Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate Director Capital Markets
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇▇▇▇▇
Title: CDS Manager
Signature Page
Commitment Increase Agreement (New Lenders)
Commitment Increase Agreement (New Lenders)
THE BANK OF NEW YORK MELLON,
as a New CI Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Signature Page
Commitment Increase Agreement (New Lenders)
Commitment Increase Agreement (New Lenders)
SCHEDULE I
SCHEDULE OF NEW LENDER COMMITMENTS
NEW LENDER | COMMITMENT |
BNP Paribas | $75,000,000 |
Commonwealth Bank of Australia | $75,000,000 |
Royal Bank of Canada | $75,000,000 |
The Bank of Nova Scotia | $75,000,000 |
UBS Loan Finance LLC | $75,000,000 |
Branch Banking and Trust Company | $40,000,000 |
Bank of China, NY Branch | $40,000,000 |
PNC Bank, National Association | $40,000,000 |
Standard Chartered Bank | $40,000,000 |
The Bank of New York Mellon | $35,000,000 |
SCHEDULE I
SCHEDULE II
SCHEDULE OF COMMITMENTS
NAME OF LENDER | COMMITMENTS |
JPMorgan Chase Bank, N.A. | $280,000,000 |
Bank of America, N.A. | $280,000,000 |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $280,000,000 |
Citibank, N.A. | $280,000,000 |
DNB BANK ASA | $280,000,000 |
Mizuho Corporate Bank, Ltd. | $280,000,000 |
Barclays Bank PLC | $160,000,000 |
Compass Bank | $160,000,000 |
Deutsche Bank AG New York Branch | $160,000,000 |
HSBC Bank USA, National Association | $160,000,000 |
Lloyds TSB Bank plc | $160,000,000 |
Sumitomo Mitsui Banking Corporation | $160,000,000 |
U.S. Bank National Association | $160,000,000 |
▇▇▇▇▇ Fargo Bank, National Association | $160,000,000 |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. | $125,000,000 |
BMO ▇▇▇▇▇▇ Financing, Inc. | $75,000,000 |
BNP Paribas | $75,000,000 |
Commonwealth Bank of Australia | $75,000,000 |
CIBC Inc. | $75,000,000 |
Royal Bank of Canada | $75,000,000 |
The Bank of Nova Scotia | $75,000,000 |
Societe Generale | $75,000,000 |
UBS Loan Finance LLC | $75,000,000 |
Fifth Third Bank | $60,000,000 |
Toronto Dominion (New York) LLC | $60,000,000 |
Branch Banking and Trust Company | $40,000,000 |
Bank of China, NY Branch | $40,000,000 |
PNC Bank, National Association | $40,000,000 |
Standard Chartered Bank | $40,000,000 |
The Bank of New York Mellon | $35,000,000 |
TOTAL | $4,000,000,000 |
SCHEDULE II