8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2012

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-07964	73-0785597
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)
100 Glenborough Drive, Suite 100 Houston, Texas		77067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As originally described in a Current Report on Form 8-K dated October 18, 2011, Noble Energy, Inc., a Delaware corporation (the “Company”), is a party to a Credit Agreement, dated as of October 14, 2011 (the “Credit Agreement”), by and among the Company, as borrower, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, Citibank N.A., as syndication agent, Bank of America, N.A., Mizuho Corporate Bank, LTD., and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents, and certain other commercial lending institutions named therein. The Credit Agreement provided for an initial commitment of $3.0 billion with an option to increase the overall commitment amount by up to an additional $1.0 billion, subject to the consent of any increasing lenders.

On September 28, 2012, the Company increased its borrowing capacity under the Credit Agreement from $3.0 billion to $4.0 billion by exercising the option in the Credit Agreement pursuant to (i) a Commitment Increase Agreement with JPMorgan, as administrative agent, and the existing lenders under the Credit Agreement and (ii) a Commitment Increase Agreement with JPMorgan, as administrative agent, and additional new lenders party to such agreement.

The foregoing description of the Commitment Increase Agreements with the existing lenders and the new lenders does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 and 10.2 hereto.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this current report on Form 8-K:

10.1 Commitment Increase Agreement (Existing Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.

10.2 Commitment Increase Agreement (New Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		NOBLE ENERGY, INC.
Date: October 2, 2012	By:	/s/ Kenneth M. Fisher
		Kenneth M. Fisher
		Senior Vice President, Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Commitment Increase Agreement (Existing Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.
10.2	Commitment Increase Agreement (New Lenders) dated September 28, 2012, among Noble Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and certain other commercial lending institutions party thereto.

EX-10.1

Exhibit 10.1

Execution Copy

COMMITMENT INCREASE AGREEMENT
(EXISTING LENDERS)

THIS COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of September 28, 2012 (the “Commitment Increase Effective Date”) is among each of the Lenders signatory hereto and listed on Schedule I hereto (each an “Existing 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    Commitment Increase.

(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 Existing CI Lender’s Commitment is hereby increased in the amount set forth opposite such Existing CI Lender’s name on Schedule I hereto. Each Existing CI Lender’s total Commitment, after giving effect to such increase and/or certain assignments made on the Commitment Increase Effective Date, is also set forth opposite such Existing CI Lender’s name on Schedule I.

(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 increase in each Existing CI Lender’s Commitment contemplated hereby, (ii) the joinder of certain additional financial institutions not already party to the Credit Agreement (each a “New CI Lender” and defined as a “CI Lender” in the Credit Agreement) as a Lender under the Credit Agreement pursuant to that certain Commitment Increase Agreement dated as of the Commitment Increase Effective Date among the New CI Lenders signatory thereto and the Borrower and (iii) any Lender Assignment Agreements effected concurrently herewith.

Section 1.02    Agreements. Each Existing 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

1

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 1.03Representations and Warranties. The Borrower hereby 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.

Section 1.10    Loan Document. This Agreement is a Loan Document.

[Signature Pages Follow]

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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/ Gerald M. Stevenson
Name: Gerald M. Stevenson
Title: Vice President and Treasurer

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ACKNOWLEDGED AND ACCEPTED BY:

JPMORGAN CHASE BANK, N.A.,     as

Administrative Agent and an Existing CI Lender

By:    /s/ Debra Hrelja                

Name:     Debra Hrelja

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

BANK OF AMERICA, N.A., as an Existing CI Lender

By:    /s/ Christopher Renyi                

Name:    Christopher Renyi

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Existing CI Lender

By:    /s/ Maria Ferradas                

Name:    Maria Ferradas

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

CITIBANK, N.A., as an Existing CI Lender

By:    /s/ John F. Miller                

Name:     John F. Miller

Title:    Attorney-in-Fact

Signature Page
Commitment Increase Agreement (Existing Lenders)

DNB BANK ASA, as an Existing CI Lender

By:    /s/ Thomas Tangen                

Name:     Thomas Tangen

Title:    Senior Vice President

Head of Corporate Banking

By:    /s/ Pal Boger                    

Name:    Pal Boger

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

MIZUHO CORPORATE BANK, LTD.,

as an Existing CI Lender

By:    /s/ Leon Mo                    

Name:     Leon Mo    

Title:    Authorized Signatory

Signature Page
Commitment Increase Agreement (Existing Lenders)

BARCLAYS BANK PLC, as an Existing CI Lender

By:    /s/ Michael Mozer                

Name:    Michael Mozer

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

COMPASS BANK, as an Existing CI Lender

By:    /s/ Ann Van Wagener                

Name:    Ann Van Wagener

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

DEUTSCHE BANK AG NEW YORK BRANCH, as an Existing CI Lender

By:    /s/ Ming K. Chu                

Name: Ming K. Chu

Title:    Vice President

By:    /s/ Andreas Neumeier                

Name: Andreas Neumeier

Title:    Managing Director

Signature Page
Commitment Increase Agreement (Existing Lenders)

HSBC BANK USA, NATIONAL ASSOCIATION, as an Existing CI Lender

By:    /s/ Mercedes Ahumada            

Name:    Mercedes Ahumada

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

LLOYDS TSB BANK PLC, as an Existing CI Lender

By:    /s/ Stephen Giacolone                

Name:     Stephen Giacolone

Title:    Assistant Vice President (G011)

By:    /s/ Julia R. Franklin                

Name:     Julia R. Franklin

Title:    Vice President (F014)

Signature Page
Commitment Increase Agreement (Existing Lenders)

SUMITOMO MITSUI BANKING CORPORATION, as an Existing CI Lender

By:    /s/ Shuji Yabe                    

Name: Shuji Yabe

Title:    Managing Director

Signature Page
Commitment Increase Agreement (Existing Lenders)

U.S. BANK NATIONAL ASSOCIATION,

as an Existing CI Lender

By:    /s/ John Prigge                    

Name:    John Prigge

Title:    Vice President

Signature Page
Commitment Increase Agreement (Existing Lenders)

MORGAN STANLEY BANK, N.A.

as an Existing CI Lender

By:    /s/ Kelly Chin                    

Name:    Kelly Chin

Title:    Authorized Signatory

Signature Page
Commitment Increase Agreement (Existing Lenders)

BMO HARRIS FINANCING, INC.,

as an Existing CI Lender

By:    /s/ Gumaro Tijerina                

Name:    Gumaro Tijerina

Title:    Director

Signature Page
Commitment Increase Agreement (Existing Lenders)

CIBC INC., as an Existing CI Lender

By:    /s/ Trudy Nelson                

Name: Trudy Nelson

Title:    Authorized Signatory

By:    /s/ Richard Antl                

Name: Richard Antl

Title:    Authorized Signatory

Signature Page
Commitment Increase Agreement (Existing Lenders)

SOCIETE GENERALE, as an Existing CI Lender

By:    /s/ Anson D. Williams                

Name:     Anson D. Williams

Title:    Director

Signature Page
Commitment Increase Agreement (Existing Lenders)

SCHEDULE I

SCHEDULE OF COMMITMENT INCREASES

EXISTING LENDER	COMMITMENT INCREASE	COMMITMENTS(After Giving Effect to Increase And/Or Assignments)
JPMorgan Chase Bank, N.A.	$30,000,000	$280,000,000
Bank of America, N.A.	$30,000,000	$280,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$105,000,000	$280,000,000
Citibank, N.A.	$30,000,000	$280,000,000
DNB BANK ASA	$5,000,000	$280,000,000
Mizuho Corporate Bank, Ltd.	$30,000,000	$280,000,000
Barclays Bank PLC	$15,000,000	$160,000,000
Compass Bank	$15,000,000	$160,000,000
Deutsche Bank AG New York Branch	$15,000,000	$160,000,000
HSBC Bank USA, National Association	$15,000,000	$160,000,000
Lloyds TSB Bank plc	$15,000,000	$160,000,000
Sumitomo Mitsui Banking Corporation	$15,000,000	$160,000,000
U.S. Bank National Association	$15,000,000	$160,000,000
Morgan Stanley Bank, N.A.	$50,000,000	$125,000,000
BMO Harris Financing, Inc.	$15,000,000	$75,000,000
CIBC Inc.	$15,000,000	$75,000,000
Societe Generale	$15,000,000	$75,000,000

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
Wells Fargo Bank, National Association	$160,000,000
Morgan Stanley Bank, N.A.	$125,000,000
BMO Harris 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

EX-10.2

Exhibit 10.2

Execution Copy

COMMITMENT INCREASE AGREEMENT
(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

1

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 1.03Representations 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/ Gerald M. Stevenson
Name: Gerald M. Stevenson
Title: Vice President and Treasurer

3

ACKNOWLEDGED AND ACCEPTED BY:

JPMORGAN CHASE BANK, N.A.,     as

Administrative Agent

By:    /s/ Debra Hrelja                

Name: Debra Hrelja

Title: Vice President

Signature Page
Commitment Increase Agreement (New Lenders)

BNP PARIBAS, as a New CI Lender

By:    /s/ David Dodd                

Name:     David Dodd

Title: Managing Director

By:    /s/ Sriram Chandrasekaran            

Name:     Sriram Chandrasekaran

Title: Vice President

Signature Page
Commitment Increase Agreement (New Lenders)

COMMONWEALTH BANK OF AUSTRALIA, as a New CI Lender

By:    /s/ Greg Calone                

Name: Greg Calone

Title: Head of Natural Resources - Americas

Signature Page
Commitment Increase Agreement (New Lenders)

ROYAL BANK OF CANADA, as a New CI Lender

By:    /s/ Chris Benton                

Name:     Chris Benton

Title:    Authorized Signatory

Signature Page
Commitment Increase Agreement (New Lenders)

THE BANK OF NOVA SCOTIA, as a New CI Lender

By:    /s/ Terry Donovan                

Name: Terry Donovan

Title:    Managing Director

Signature Page
Commitment Increase Agreement (New Lenders)

UBS LOAN FINANCE LLC, as a New CI Lender

By:    /s/ Irja R. Otsa                    

Name:     Irja R. Otsa

Title:    Associate Director

By:    /s/ David Urban                 

Name:     David Urban

Title:    Associate Director

Signature Page
Commitment Increase Agreement (New Lenders)

BRANCH BANKING AND TRUST COMPANY, as a New CI Lender

By:    /s/ De Von J. Lang                

Name: De Von J. Lang

Title:    Vice President

Signature Page
Commitment Increase Agreement (New Lenders)

BANK OF CHINA, NY BRANCH,

as a New CI Lender

By:    /s/ Dong Yuan                    

Name: Dong Yuan

Title:    Deputy General Manager

Signature Page
Commitment Increase Agreement (New Lenders)

PNC BANK, NATIONAL ASSOCIATION,

as a New CI Lender

By:    /s/ M. Colin Warman                

Name: M. Colin Warman

Title:    Vice President

Signature Page
Commitment Increase Agreement (New Lenders)

STANDARD CHARTERED BANK,

as a New CI Lender

By:    /s/ Johanna Minaya                

Name: Johanna Minaya

Title:    Associate Director Capital Markets

By:    /s/ R. Reddington                

Name: R. Reddington

Title:    CDS Manager

Signature Page
Commitment Increase Agreement (New Lenders)

THE BANK OF NEW YORK MELLON,

as a New CI Lender

By:    /s/ Hussam S. Alsahlani            

Name: Hussam S. Alsahlani

Title:    Vice President

Signature Page
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
Wells Fargo Bank, National Association	$160,000,000
Morgan Stanley Bank, N.A.	$125,000,000
BMO Harris 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