ANADARKO PETROLEUM CORPORATION
$300,000,000
Medium-Term Notes, Series A
DISTRIBUTION AGREEMENT
March 9, 1995
CS First Boston Corporation
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
PaineWebber Incorporated
c/o CS First Boston Corporation,
Park Avenue Plaza,
New York, New York 10055
Dear Sirs:
ANADARKO PETROLEUM CORPORATION, a Delaware
corporation (the "Company"), confirms its agreement with
each of you with respect to the issue and sale from time to
time by the Company of up to $300,000,000 (or the equivalent
thereof in one or more foreign currencies or composite
currencies) aggregate initial offering price of its
Medium-Term Notes, Series A (the "Notes"). The Notes will
be issued under an Indenture dated as of March 1, 1995 (the
"Indenture") between the Company and The Chase Manhattan
Bank, N.A., as Trustee (the "Trustee"), and will have the
maturities, interest rates, redemption provisions, if any,
and other terms as set forth in supplements to the Basic
Prospectus referred to below.
The Company hereby appoints CS First Boston
Corporation, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and PaineWebber Incorporated
(individually, an "Agent" and collectively, the "Agents") as
its agents, subject to Sections 7 and 12, for the purpose of
soliciting and receiving offers to purchase Notes from the
Company by others and, on the basis of the representations
and warranties herein contained, but subject to the terms
and conditions herein set forth, each Agent agrees to use
reasonable efforts to solicit and receive offers to purchase
Notes upon terms acceptable to the Company at such times and
in such amounts as the Company shall from time to time
specify. In addition, any Agent may also purchase Notes as
principal and, if requested by such Agent, the Company will
enter into a Terms Agreement relating to such sale (a "Terms
Agreement") in accordance with the provisions of Section
2(b) hereof.
The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement, including a prospectus, relating to the Notes.
Such registration statement, including the exhibits thereto,
as amended at the Commencement Date (as hereinafter
defined), is hereinafter referred to as the "Registration
Statement." The Company proposes to file with the
Commission from time to time, pursuant to Rule 424 under the
Securities Act of 1933, as amended (the "1933 Act"),
supplements to the prospectus included in the Registration
Statement that will describe certain terms of the Notes.
The prospectus in the form in which it appears in the
Registration Statement is hereinafter referred to as the
"Basic Prospectus." The term "Prospectus" means the Basic
Prospectus together with the prospectus supplement or
supplements (each a "Prospectus Supplement") specifically
relating to Notes, as filed with, or transmitted for filing
to, the Commission pursuant to Rule 424. As used herein,
the terms "Basic Prospectus" and "Prospectus" shall include
in each case the documents, if any, incorporated by
reference therein. The terms "supplement," "amendment" and
"amend" as used herein shall include all documents deemed to
be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Basic Prospectus by the
Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act").
1. Representations and Warranties. The Company
represents and warrants to and agrees with each Agent as of
the Commencement Date, as of each date on which an Agent
solicits offers to purchase Notes, as of each date on which
the Company accepts an offer to purchase Notes (including
any purchase by an Agent as principal, pursuant to a Terms
Agreement or otherwise), as of each date the Company issues
and delivers Notes and as of each date the Registration
Statement or the Basic Prospectus is amended or
supplemented, as follows (each a "Representation Date") (it
being understood that such representations, warranties and
agreements shall be deemed to relate to the Registration
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Statement, the Basic Prospectus and the Prospectus, each as
amended or supplemented to each such date):
(a) The Registration Statement and the
Prospectus, at the time the Registration Statement
became effective and as of the applicable
Representation Date, complied, and will comply, in
all material respects with the requirements of the
1933 Act, the rules and regulations thereunder
(the "1933 Act Regulations") and the Trust
Indenture Act of 1939, as amended (the "1939
Act"), and the rules and regulations thereunder
(the "1939 Act Regulations"); the Registration
Statement, at the time the Registration Statement
became effective and as of the applicable
Representation Date, did not, and will not,
contain an untrue statement of a material fact or
omit to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading; and the Prospectus, at the
time the Registration Statement became effective
and as of the applicable Representation Date, did
not, and will not, contain an untrue statement of
a material fact or omit to state a material fact
necessary in order to make the statements therein,
in the light of the circumstances under which they
were made, not misleading; provided, however, that
the representations and warranties in this
subsection shall not apply to (i) statements in or
omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity
with information furnished to the Company in
writing by any Agent expressly for use in the
Registration Statement or Prospectus or (ii) that
part of the Registration Statement which shall
constitute the Statement of Eligibility and
Qualification under the 1939 Act (Form T-1) of the
Trustee under the Indenture.
(b) The documents incorporated by reference in
the Prospectus, at the time they were or hereafter are
filed with the Commission, complied, and will comply,
in all material respects with the requirements of the
1934 Act and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), and
when read together with the other information in the
Prospectus, at the time the Registration Statement and
any amendments thereto became or become effective, and
when filed under the 1934 Act, did not, and will not,
contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein
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or necessary to make the statements therein, in the
light of the circumstances under which they are made,
not misleading.
(c) The accountants who certified the financial
statements included or incorporated in the Registration
Statement are independent public accountants as
required by the 1933 Act and the 1933 Act Regulations.
(d) The consolidated financial statements
included or incorporated in the Registration Statement
and Prospectus present fairly the consolidated
financial position of the Company and its subsidiaries
as of the dates indicated and the results of their
operations and the changes in their financial position
for the periods specified; said financial statements
have been prepared in conformity with generally
accepted accounting principles consistently applied
during the period, except as stated therein.
(e) Since the respective dates as of which
information is given in the Prospectus, except as
otherwise stated therein or contemplated thereby, there
has been (A) no material adverse change in the
condition, financial or otherwise, of the Company and
its subsidiaries considered as one enterprise and (B)
no litigation or governmental proceeding instituted or,
to the knowledge of the Company, threatened against the
Company or any subsidiary, which would be expected to
have any material adverse effect on the financial
condition of the Company and its subsidiaries
considered as one enterprise.
(f) The Company has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the State of Delaware with the
corporate power and authority to own, lease and operate
its properties and conduct its business as described in
the Prospectus; and the Company is duly qualified or
licensed to do business as a foreign corporation and is
in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of
property requires such qualification or licensing,
except to the extent that the failure to be so
qualified or licensed or be in good standing would not
have a material adverse effect on the Company and its
subsidiaries considered as one enterprise.
(g) Each subsidiary of the Company listed on
Exhibit C hereto (a "Significant Subsidiary") is a duly
incorporated and validly existing corporation in good
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standing under the laws of its respective jurisdiction
of incorporation with full corporate power and
authority to own, lease and operate its properties and
conduct its business as described in the Prospectus.
Each Significant Subsidiary is duly qualified or
licensed to do business as a foreign corporation and
is in good standing in each jurisdiction in which the
ownership or leasing of properties and the conduct of
its business requires such qualification or licensing,
except to the extent that the failure to be so
qualified or licensed or be in good standing would not
have a material adverse effect on the Company and its
subsidiaries considered as one enterprise. The issued
and outstanding common stock of each of the
Significant Subsidiaries has been duly authorized and
validly issued and is fully paid and non-assessable
and is owned, except to the extent set forth in the
Prospectus, by the Company free and clear of any
mortgages, liens or similar encumbrances.
(h) Neither the Company nor any Significant
Subsidiary is in violation of its certificate of
incorporation or by-laws, and the Company is not in
default in the performance or observance of any
material obligation in any indenture, mortgage,
evidence of indebtedness or similar agreement or
instrument to which it is a party or by which it or
any of its properties may be bound. The execution and
delivery of this Agreement, the Indenture and the
Terms Agreement and the consummation of the
transactions contemplated herein and therein and the
incurrence of the obligations herein and therein set
forth, have been or will be duly authorized by all
necessary corporate action and do not and will not,
conflict with, or constitute or result in a breach of
or default under, the certificate of incorporation or
by-laws of the Company or any bond, debenture, note or
other evidence of indebtedness or any material
contract, lease, license, indenture, mortgage, loan
agreement or other agreement or instrument to which
the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries or any
of their respective properties may be bound, or any
law, order, rule, regulation or court decree.
(i) No consent, approval, authorization, order or
qualification or registration of or with any court or
governmental agency or body is required for the
consummation of the transactions contemplated in this
Agreement, except for (i) the registration of the offer
and sale of the Notes under the 1933 Act and such
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consents, approvals, authorizations, orders,
qualifications or registrations as may be required
under the Blue Sky or securities laws of any
jurisdiction in connection with the purchase and
distribution of the Notes by the Agents and (ii) the
qualification of the Indenture under the 1939 Act.
(j) The Company and each Significant Subsidiary
possess such valid franchises, certificates of
convenience and necessity, easements, rights-of-way,
operating rights, licenses, permits, consents,
authorizations and orders of governmental political
subdivisions or regulatory authorities as, in the
opinion of the Company, are materially necessary to
carry on the respective businesses of each as described
in the Prospectus.
(k) Each of this Agreement and any applicable
Terms Agreement has been duly authorized, executed and
delivered by the Company.
(l) The Indenture has been duly authorized by the
Company and (assuming due authorization, execution and
delivery thereof by the Trustee) when executed and
delivered by the Company will constitute the valid and
binding agreement of the Company except to the extent
that the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or
other laws now or hereafter in effect relating to
creditors' rights generally and general principles of
equity whether enforcement is sought at law or in
equity, and the Indenture has been qualified under the
1939 Act.
(m) The Notes have been duly authorized for
issuance and sale pursuant to this Agreement (or will
have been so authorized prior to each issuance of
Notes) and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and of the
Indenture against payment of the consideration therefor
in accordance with this Agreement or the applicable
Terms Agreement, the Notes will be valid and binding
obligations of the Company entitled to the benefits of
the Indenture; and the Notes and the Indenture conform
or will conform at the time of their issuance or
execution, as the case may be, in all material respects
to all statements relating thereto contained in the
Prospectus.
(n) Neither the Company nor any of its
subsidiaries is, or is a subsidiary of, a "holding
6
company", or is a "public-utility company", each as
defined in the Public Utility Holding Company Act of
1935.
(o) Immediately after any sale of Notes by
the Company hereunder or under any Terms Agreement, the
aggregate amount of Notes which shall have been issued
and sold by the Company hereunder or under any Terms
Agreement and of any other securities of the Company
that shall have been issued and sold pursuant to the
Registration Statement shall not exceed the amount of
securities the offer and sale of which is registered
under the Registration Statement.
Notwithstanding the foregoing, the representations
and warranties set forth in Sections 1(a), (i) and (m)
(except as to the authorization of the Notes), when made as
of the Commencement Date, or as of any date on which an
Agent solicits offers to purchase Notes, with respect to any
Notes the payments of principal or interest on which will be
determined by reference to one or more currency exchange
rates, commodity prices, equity indices or other factors,
shall be deemed not to address the application of the
Commodity Exchange Act, as amended, or the rules,
regulations or interpretations of the Commodity Futures
Trading Commission.
2. Solicitations as Agent; Purchases as
Principal.
(a) Solicitations as Agent. In connection with
an Agent's actions as agent hereunder, such Agent agrees to
use reasonable efforts to solicit offers to purchase Notes
upon the terms and conditions set forth in the Prospectus as
then amended or supplemented. No Agent shall have any
responsibility for maintaining records with respect to the
aggregate principal amount of Notes sold, or otherwise
monitoring the availability of Notes for sale under the
Registration Statement.
The Company reserves the right, in its sole
discretion, to instruct the Agents to suspend at any time,
for any period of time or permanently, the solicitation of
offers to purchase Notes. Upon receipt of at least one
business day's prior notice from the Company, the Agents
will forthwith suspend solicitations of offers to purchase
Notes from the Company until such time as the Company has
advised the Agents that such solicitation may be resumed.
While such solicitation is suspended, the Company shall not
be required to deliver any certificates, opinions or letters
in accordance with Section 5.
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The Company agrees to pay to each Agent, as
consideration for the sale of each Note resulting from a
solicitation made or an offer to purchase received by such
Agent, a commission in the form of a discount from the
purchase price of such Note equal to the percentage set
forth below of the purchase price of such Note:
Term Commission Rate
From 9 months to less than 12 months .125%
From 12 months to less than 18 months .150%
From 18 months to less than 24 months .200%
From 24 months to less than 30 months .250%
From 30 months to less than 3 years .300%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 7 years .500%
From 7 years to less than 10 years .550%
From 10 years to less than 20 years .600%
From 20 years to 30 years .750%
Greater than 30 years To be negotiated
at time of trade
Each Agent shall communicate to the Company,
orally or in writing, each offer to purchase Notes received
by such Agent as agent that in its judgment should be
considered by the Company. The Company shall have the sole
right to accept offers to purchase Notes and may reject any
offer in whole or in part. Each Agent shall have the right
to reject any offer to purchase Notes that it considers to
be unacceptable, and any such rejection shall not be deemed
a breach of its agreements contained herein. The procedural
details relating to the issue and delivery of Notes sold by
the Agents as agents and the payment therefor shall be as
set forth in the Administrative Procedures (as hereinafter
defined).
(b) Purchases as Principal. Each sale of Notes
to an Agent as principal shall be made in accordance with
the terms of this Agreement and, if requested by such Agent,
the Company will enter into a Terms Agreement that will
provide for the sale of such Notes to and the purchase
thereof by such Agent. Each Terms Agreement will be
substantially in the form of Exhibit A hereto but may take
the form of an exchange of any form of written
telecommunication between such Agent and the Company.
An Agent's commitment to purchase Notes as
principal, whether pursuant to a Terms Agreement or
otherwise, shall be deemed to have been made on the basis of
the representations and warranties of the Company herein
8
contained and shall be subject to the terms and conditions
herein set forth. Each agreement by an Agent to purchase
Notes as principal (whether or not set forth in a Terms
Agreement) shall specify the principal amount of Notes to be
purchased by such Agent pursuant thereto, the maturity date
of such Notes, the price to be paid to the Company for such
Notes, the interest rate and interest rate formula, if any,
applicable to such Notes and any other terms of such Notes.
Each such agreement may also specify any requirements for
officers' certificates, opinions of counsel and letters from
the independent public accountants of the Company pursuant
to Section 4 hereof.
Each Terms Agreement shall specify the time and
place of delivery of and payment for such Notes. Unless
otherwise specified in a Terms Agreement, the procedural
details relating to the issue and delivery of Notes
purchased by an Agent as principal and the payment therefor
shall be as set forth in the Administrative Procedures.
Each date of delivery of and payment for Notes to be
purchased by an Agent as principal, whether pursuant to a
Terms Agreement or otherwise, is referred to herein as a
"Settlement Date."
Unless otherwise specified in a Terms Agreement,
an Agent purchasing Notes as principal may resell such Notes
to other dealers. Any such sales may be at a discount,
which shall not exceed the amount set forth in the
Prospectus relating to such Notes.
(c) Administrative Procedures. The Agents and
the Company agree to perform the respective duties and
obligations specifically provided to be performed in the
Medium-Term Notes Administrative Procedures (attached hereto
as Exhibit B) (the "Administrative Procedures"), as amended
from time to time. The Administrative Procedures may be
amended only by written agreement of the Company and the
Agents.
(d) Delivery. The documents required to be
delivered by Section 4 of this Agreement as a condition
precedent to the Agents' obligations to begin soliciting
offers to purchase Notes as agents of the Company shall be
delivered at the office of Davis Polk & Wardwell, New York,
New York, special counsel for the Company, not later than
4:00 p.m., New York time, on the date hereof, or at such
other time and/or place as the Agents and the Company may
agree upon in writing, but in no event later than the day
prior to the earlier of (i) the date on which the Agents
begin soliciting offers to purchase Notes and (ii) the first
date on which the Company accepts any offer by an Agent to
9
purchase Notes as principal. The date of delivery of such
documents is referred to herein as the "Commencement Date."
(e) Obligations Several. The Company
acknowledges that the obligations of the Agents under this
Agreement are several and not joint.
3. Agreements. The Company agrees with each
Agent that:
(a) Prior to the termination of the offering of
the Notes pursuant to this Agreement or any Terms Agreement,
the Company will not file any Prospectus Supplement relating
to the Notes or any amendment to the Registration Statement
unless the Company has previously furnished to the Agents
copies thereof for their review a reasonable time prior to
the filing; provided, however, that (i) the foregoing
requirement shall not apply to any of the Company's periodic
filings with the Commission required to be filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, copies of
which filings the Company will cause to be delivered to the
Agents promptly after being transmitted for filing with the
Commission and (ii) any Prospectus Supplement that merely
sets forth the terms or a description of particular Notes
need only be reviewed and approved by the Agent or Agents
offering such Notes. Subject to the foregoing sentence,
the Company will promptly cause each Prospectus Supplement
to be filed with or transmitted for filing to the Commission
in accordance with Rule 424(b) under the 1933 Act. The
Company will file promptly all documents required to be
filed with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the 1934 Act. The Company will promptly
advise the Agents of (i) the filing of any amendment or
supplement to the Basic Prospectus relating to the Notes
(except that the filing of an amendment or supplement to the
Basic Prospectus that merely sets forth the terms or a
description of particular Notes need only be notified to the
Agent or Agents offering or purchasing such Notes), (ii) the
filing and effectiveness of any amendment to the
Registration Statement, (iii) any request by the Commission
for any amendment to the Registration Statement or any
amendment or supplement to the Basic Prospectus or any
additional information, (iv) the issuance by the Commission
of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of
any proceeding for that purpose and (v) the receipt by the
Company of any notification with respect to the suspension
of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its
10
reasonable best efforts to prevent the issuance of any such
stop order or notice of suspension of qualification and, if
issued, to obtain as soon as possible the withdrawal
thereof. The Company will promptly notify the Agents of any
downgrading in the rating of any debt securities of the
Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under
the 1933 Act), or any public announcement that any such
organization has under surveillance or review its rating of
any debt securities of the Company (other than an
announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading of
such rating), as soon as the Company learns of such
downgrading or public announcement.
(b) If at any time when the Prospectus is
required by the 1933 Act to be delivered in connection with
sales of Notes any event shall occur or condition exist as a
result of which it is necessary to further amend or
supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements
therein not misleading in the light of circumstances
existing at the time it is delivered to a purchaser, or if
it shall be necessary at any time to amend or supplement the
Registration Statement or the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act
Regulations, or if it shall be necessary at any time to
amend or supplement the Indenture in order to comply with
the 1939 Act, the Company will immediately notify the Agents
by telephone (with confirmation in writing) to suspend
solicitation of offers to purchase Notes and, if so notified
by the Company, the Agents shall forthwith suspend such
solicitation and cease using the Prospectus. If the Company
shall decide to amend or supplement the Registration
Statement or Prospectus, as then amended or supplemented, it
shall so advise the Agents promptly by telephone (with
confirmation in writing) and, at its expense, shall prepare
and cause to be filed promptly with the Commission an
amendment or supplement to the Registration Statement or
Prospectus, as then amended or supplemented, that will
correct such statement or omission or effect such compliance
and will supply such amended or supplemented Prospectus to
the Agents in such quantities as they may reasonably
request. If the documents, certificates, opinions and
letters furnished to the Agents pursuant to paragraph (d)
below and Section 5 in connection with the preparation and
filing of such amendment or supplement are satisfactory in
all respects to any Agent, upon the filing with the
Commission of such amendment or supplement to the Prospectus
or upon the effectiveness of an amendment to the
11
Registration Statement, such Agent may resume the
solicitation of offers to purchase Notes hereunder.
Notwithstanding any other provision of this Section 3(b),
until the distribution of any Notes has been completed, if
any event described above in this paragraph (b) occurs, the
Company will, at its own expense, forthwith prepare and
cause to be filed promptly with the Commission an amendment
or supplement to the Registration Statement or Prospectus,
as then amended or supplemented, will supply such amended or
supplemented Prospectus to such Agent in such quantities as
it may reasonably request and shall furnish to such Agent
pursuant to paragraph (d) below and Section 5 such
documents, certificates, opinions and letters as it may
request in connection with the preparation and filing of
such amendment or supplement.
(c) The Company will make generally available to
its security holders and to each Agent requesting the same
as soon as practicable, but in any event not later than 15
months after the effective date of the Prospectus Supplement
relating to such Notes, earning statements of the Company
and its subsidiaries (which need not be audited) complying
with Section 11(a) of the 1933 Act and the 1933 Act
Regulations (including at the option of the Company
Rule 158).
(d) The Company will furnish to each Agent
requesting the same copies of any amendment or supplement to
the Registration Statement or the Prospectus and of such
other documents relating to the Company as such Agent may
reasonably request for its own use.
(e) The Company will cooperate with the Agents to
qualify the Notes for offering and sale under the applicable
Blue Sky or securities laws of such states and other
jurisdictions of the United States as the Agents may
designate, and will cooperate in maintaining such
qualifications in effect for as long as may be required for
the distribution of the Notes; provided, however, that the
Company shall not be obligated to file any general consent
to service or to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is not
so qualified. In each jurisdiction in which the Notes or
the sale thereof shall have been qualified as above
provided, the Company will cooperate with the Agents to make
and file such statements and reports in each year as may be
required by the laws of such jurisdiction.
(f) The Company will, whether or not any sale of
Notes is consummated, pay all expenses incident to the
performance of its obligations under this Agreement and any
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Terms Agreement, including: (i) the preparation and filing
of the Registration Statement and the Prospectus and all
amendments and supplements thereto, (ii) the preparation,
issuance and delivery of the Notes, (iii) the fees and
disbursements of the Company's counsel and accountants and
of the Trustee and its counsel, (iv) the qualification of
the Notes under securities or Blue Sky laws in accordance
with the provisions of Section 3(e), including filing fees
and the reasonable fees and disbursements of counsel for the
Agents in connection therewith and in connection with the
preparation of any Blue Sky Memoranda, (v) the printing and
delivery to the Agents in quantities as hereinabove stated
of copies of the Prospectus and any amendments or
supplements thereto, (vi) any fees charged by rating
agencies for the rating of the Notes, (vii) the fees and
expenses, if any, incurred with respect to any filing with
the National Association of Securities Dealers, Inc.,
(viii) the reasonable fees and disbursements of counsel for
the Agents incurred in connection with the establishment of
the program contemplated by this Agreement, and (ix) any
reasonable out-of-pocket expenses (including fees and
disbursements of counsel for the Agents in connection with
the maintenance of the program contemplated by this
Agreement) incurred by the Agents with the prior approval of
the Company.
(g) Between the date of any agreement by an Agent
to purchase Notes as principal and the Settlement Date with
respect to such agreement, the Company will not, without
such Agent's prior consent, offer, sell, contract to sell or
otherwise dispose of any Notes of the Company substantially
similar to the Notes sold pursuant to such agreement (other
than (i) the Notes that are to be sold pursuant to such
agreement and (ii) Notes previously agreed to be sold by the
Company), except as may otherwise be provided in such
agreement. The foregoing shall not restrict the Company
from borrowings under revolving credit agreements and lines
of credit, the private placement of securities or issuances
of commercial paper, or entering into interest rate swaps.
4. Conditions of the Obligations of the Agents.
Each Agent's obligation to solicit offers to purchase Notes
as agent of the Company, each Agent's obligation to purchase
Notes as principal pursuant to any Terms Agreement or
otherwise and the obligation of any other purchaser to
purchase Notes will be subject to the accuracy of the
representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's
officers made in each certificate furnished pursuant to the
provisions hereof and to the performance and observance by
the Company of all covenants and agreements herein contained
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on its part to be performed and observed (in the case of an
Agent's obligation to solicit offers to purchase Notes, at
the time of such solicitation, and, in the case of an
Agent's or any other purchaser's obligation to purchase
Notes, at the time the Company accepts the offer to purchase
such Notes and at the time of purchase) and (in each case)
to the following additional conditions precedent when and as
specified:
(a) Prior to such solicitation or purchase, as
the case may be:
(i) there shall not have occurred any stop
order suspending the effectiveness of the
Registration Statement under the 1933 Act or
proceedings therefor initiated or threatened by
the Commission;
(ii) there shall not have occurred any
lowering of the rating assigned by any nationally
recognized securities rating agency to any debt
securities of the Company, or any public
announcement that any such organization has under
surveillance or review its rating of any debt
securities of the Company (other than an
announcement with positive implications of a
possible upgrading, and no implication of a
possible downgrading, of such rating);
(iii) there shall not have occurred any
material adverse change in the condition,
financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in
the earnings, business affairs or business
prospects of the Company and its subsidiaries
considered as one enterprise, whether or not
arising in the ordinary course of business, from
that set forth in the Prospectus, as amended or
supplemented at the time of such solicitation or
at the time such offer to purchase was made;
(iv) there shall not have occurred any (A)
suspension of trading generally or fixing of
minimum or maximum prices for trading, or
requiring of maximum ranges for prices for
securities on either the American Stock Exchange
or the New York Stock Exchange, or suspension of
trading of any securities of the Company on either
such exchange or (B) declaration of a banking
moratorium by either Federal or New York
authorities or (C) any new outbreak of hostilities
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or other calamity or crisis the effect of which on
the financial markets of the United States is such
as to make it, in the reasonable judgment of such
of the Agents as intend to solicit purchases, have
solicited the purchase or agreed to purchase the
Notes (as the case may be), impracticable to market
the Notes or enforce contracts for the sale of the
Notes;
(A) except, in each case described in paragraph (ii),(iii)
or (iv) above, as disclosed to the relevant Agent by the
Company prior to such solicitation or, in the case of a
purchase of Notes, as disclosed to the relevant Agent before
the offer to purchase such Notes was made or (B) unless in
each case described in (ii), (iii) or (iv) above, the
relevant event shall have occurred and been known to the
relevant Agent prior to such solicitation or, in the case of
a purchase of Notes, to the relevant Agent before the
purchase of such Notes was made.
(b) On the Commencement Date, the Agents shall
have received:
(i) An opinion, dated as of such date, of
the General Counsel or a General Attorney of the
Company, substantially to the effect set forth in
Exhibit D.
(ii) An opinion, dated as of such date, of Davis
Polk & Wardwell, special counsel for the Company,
substantially to the effect set forth in Exhibit E.
(iii) An opinion, dated as of such date, of
Hughes Hubbard & Reed, counsel for the Agents,
with respect to the validity of the Notes, the
Registration Statement, the Prospectus and other
related matters as you reasonably may request. In
rendering the foregoing opinion, such counsel may
rely, to the extent recited therein, as to matters
involving the laws of any jurisdiction other than
the State of New York and the General Corporation
Law of the State of Delaware, upon opinions of
local counsel. Such counsel may also state that
they have relied as to certain matters on
information obtained from public officials,
officers of the Company and other sources believed
by them to be responsible.
(c) If called for by any agreement by an Agent to
purchase Notes as principal, on the corresponding Settlement
Date, the relevant Agents shall have received an opinion of
15
the General Counsel or a General Attorney of the Company,
substantially to the effect set forth in Exhibit D and to
the further effect set forth in paragraphs (iv) and (v) of
Exhibit E, modified if necessary to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such opinion.
(d) On the Commencement Date and, if called for
by any agreement by an Agent to purchase Notes as principal,
on the corresponding Settlement Date, the relevant Agent
shall have received a certificate, dated such Commencement
Date or Settlement Date, as the case may be, signed by an
executive officer of the Company to the effect set forth in
subparagraph (a)(iii) above and to the effect that the
representations and warranties of the Company contained
herein are true and correct in all material respects as of
such date and that the Company has complied in all material
respects with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or
before such date.
The officer signing and delivering such
certificate may rely upon the best of his knowledge as to
proceedings threatened.
(e) On the Commencement Date and, if called for
by any agreement by an Agent to purchase Notes as principal,
on the corresponding Settlement Date, the Company's
independent public accountants shall have furnished to the
relevant Agents a letter or letters, dated as of the
Commencement Date or such Settlement Date, as the case may
be, in form and substance satisfactory to such Agents,
containing statements and information of the type ordinarily
included in accountant's "comfort letters" to underwriters
with respect to the financial statements and certain
financial information contained in or incorporated by
reference into the Prospectus, as then amended or
supplemented.
5. Additional Agreements of the Company. Each
time the Registration Statement or Prospectus is amended or
supplemented as to the Notes by the filing of a
post-effective amendment with the Commission or by the
filing of a Form 10-Q, Form 10-K or Form 8-K pursuant to
Section 13 of the 1934 Act, the Company will deliver or
cause to be delivered forthwith to each Agent requesting the
same the following documents:
(i) a certificate signed by an executive
officer of the Company, of the same tenor as the
certificate referred to in Section 4(d), but
16
modified to relate to the Registration Statement
or the Prospectus as amended or supplemented to
the time of delivery of such certificate;
(ii) written opinion of counsel for the
Company, of the same tenor as the opinion referred
to in Section 4(c), but modified to relate to the
Registration Statement and the Prospectus as
amended and supplemented to the time of delivery
of such opinion; provided that, in lieu of such
opinion, the counsel last furnishing such an
opinion to an Agent may furnish to each Agent a
letter to the effect that such Agent may rely on
such last opinion to the same extent as though it
were dated the date of such letter (except that
statements in such last opinion will be deemed to
relate to the Registration Statement and the
Prospectus as amended or supplemented to the time
of delivery of such letter); and
(iii) if such post-effective amendment or Form
8-K contains new, amended or supplemental
financial information and upon every filing of a
Form 10-Q or Form 10-K, a letter from the
Company's independent public accountants, of the
same tenor as the letter referred to in Section
4(e), with regard to any amended or supplemental
financial information included or incorporated by
reference in the Registration Statement or the
Prospectus as amended or supplemented to the date
of such letter.
6. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each Agent and
each person, if any, who controls any Agent within the
meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever arising out of any untrue
statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any
amendment thereto), or any omission or alleged omission
therefrom of a material fact required to be stated
therein or necessary to make the statements therein not
misleading or arising out of or based upon any untrue
statement or alleged untrue statement of a material
fact contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make
the statements therein, in the light of the
circumstances under which they were made, not
17
misleading, unless such untrue statement or omission or
such alleged untrue statement or omission was made in
reliance upon and in conformity with written
information furnished to the Company by any Agent
through you expressly for use in the Registration
Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) or was made in
reliance upon the Form T-1 of the Trustee under the
Indenture;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever to the extent of the
aggregate amount paid in settlement of any litigation
or investigation or proceeding commenced or threatened,
by any governmental agency or body or of any claim
whatsoever, arising out of or based upon any such
untrue statement or omission, or any such alleged
untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever
(including the fees and disbursements of counsel chosen
by you) reasonably incurred in investigating, preparing
or defending against any litigation, or investigation
or proceeding commenced or threatened by any
governmental agency or body or any claim whatsoever,
arising out of or based upon any such untrue statement
or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not
paid under (i) or (ii) above.
The foregoing indemnity with respect to any untrue
statement contained in or omission from any prospectus shall
not inure to the benefit of any Agent (or any person
controlling any Agent) from whom the person asserting any
such loss, liability, claim or damages purchased any of the
Notes which are the subject thereof if the untrue statement
contained in or omission from any prospectus was corrected
in a prospectus supplement (or any amendment or supplement
thereto) but such person did not receive a copy of such
prospectus supplement (or such amendment or supplement
thereto) at or prior to confirmation of the sale of such
Notes to such person in any case where such delivery is
required by the 1933 Act.
(b) Each Agent severally agrees to indemnify and
hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning
18
of Section 15 of the 1933 Act against any and all loss,
liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, but
only with respect to any untrue statement or omission or
alleged untrue statement or omission made in the
Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information
furnished to the Company by such Agent through you expressly
for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement
thereto).
(c) Each indemnified person shall give prompt
notice to each indemnifying person of any action commenced
against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying person
shall not relieve it from any liability which it may have
hereunder or otherwise than on account of this indemnity
agreement. An indemnifying person may participate at its
own expense in the defense of such action. If it so elects
within a reasonable time after receipt of such notice, an
indemnifying person, jointly with any other indemnifying
persons receiving such notice, may assume the defense of
such action with counsel chosen by it and approved by the
indemnified persons defendant in such action, unless such
indemnified person reasonably object to such assumption on
the ground that there may be legal defenses available to it
or them which are different from or in addition to those
available to such indemnifying person. If any indemnifying
person assumes the defense of such action, the indemnifying
persons shall not be liable hereunder for any fees and
expenses of counsel for the indemnified persons incurred
thereafter in connection with such action unless incurred at
the written request of the indemnifying person. In no event
shall the indemnifying person be liable for the fees and
expenses of more than one counsel for all indemnified
persons in connection with any one action or separate but
similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances.
(d) The indemnification agreements provided in
this Section 6 shall remain operative and in full force and
effect regardless of any termination or cancellation of this
Agreement.
(e) In order to provide for just and equitable
contribution in circumstances in which the indemnity
agreement provided for in this Section 6 is for any reason
held to be unenforceable by the indemnified persons although
applicable in accordance with its terms, the Company and the
19
Agents of each offering of Notes shall contribute to the
aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement
incurred by the Company and one or more of such Agents in
respect of such offering in such proportions as will reflect
the relative benefits from the offering of such Notes
received by the Company on the one hand and by such Agents
on the other hand, provided that the relative benefits
received by the Company on the one hand and each Agent on
the other hand in connection with the offering of such Notes
shall be deemed to be in the same respective proportions as
the total net proceeds from the offering of such Notes
(before deducting expenses) received by the Company bear to
the total discounts and commissions received by each Agent
in respect thereof; provided, however, that no person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls an Agent within the
meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as such Agent and each director of
the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the
1933 Act shall have the same rights to contribution as the
Company. Any person entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit
or proceeding against such person in respect of which a
claim for contribution may be made against another person or
persons under this Section 6, notify such person or persons
from whom contribution may be sought, but the omission so to
notify such person or persons from whom contribution may be
sought shall not relieve the person or persons from whom
contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under this
Section 6. No person shall be liable with respect to any
action or claim settled without its written consent.
7. Position of the Agents. In acting under this
Agreement and in connection with the sale of any Notes by
the Company (other than Notes sold to an Agent as
principal), each Agent is acting solely as agent of the
Company and does not assume any obligation towards or
relationship of agency or trust with any purchaser of Notes.
An Agent shall use its reasonable efforts to assist the
Company in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by such Agent and
accepted by the Company, but such Agent shall not have any
liability to the Company in the event any such purchase is
not consummated for any reason. If the Company shall
20
default in its obligations to deliver Notes to a purchaser
whose offer it has accepted and who has tendered payment for
the Notes, the Company shall hold the relevant Agent
harmless against any loss, claim, damage or liability
arising from or as a result of such default and shall, in
particular, pay to such Agent the commission it would have
received had such sale been consummated. The Company
expressly reserves the right to appoint additional Agents
(as provided in Section 12) and sell Notes directly from
time to time on its own behalf or through other broker-dealers.
8. Termination. This Agreement may be
terminated for any reason at any time by the Company or, as
to any Agent, by the Company or such Agent upon the giving
of written notice of such termination to the other parties
hereto, but without prejudice to any rights, obligations or
liabilities of any party hereto or other person hereunder
accrued or incurred prior to such termination. The
termination of this Agreement shall not constitute
termination of any agreement by an Agent to purchase Notes
as principal, and the termination of any such agreement
shall not constitute termination of this Agreement. If this
Agreement is terminated, the provisions of the third
paragraph of Section 2(a), Section 2(e), the last sentence
of Section 3(b) and Sections 3(c), 3(f), 6, 7, 8, 9, 11 and
14 shall survive; provided that if at the time of
termination an offer to purchase Notes has been accepted by
the Company but the time of delivery to the purchaser or its
agent of such Notes has not occurred, the provisions of
Sections 2(b), 2(c), 3(a), 3(e), 3(g), 4 and 5 shall also
survive until such delivery has been made.
9. Representations and Indemnities to Survive.
The respective indemnity and contribution agreements,
representations, warranties and other statements of the
Company, its officers and the Agents set forth in or made
pursuant to this Agreement or any agreement by an Agent to
purchase Notes as principal will remain in full force and
effect, regardless of any termination of this Agreement or
any such agreement, any investigation made by or on behalf
of an Agent or the Company or any of the officers, directors
or controlling persons referred to in Section 6 and delivery
of and payment for the Notes.
10. Notices. All communications hereunder will
be in writing and effective only on receipt, and, if sent to
any Agent, will be mailed, delivered or telefaxed and
confirmed to such Agent at its address or telefax number
listed on the signature page hereof or, if sent to the
Company, will be mailed, delivered or telefaxed and
21
confirmed to the Company at 17001 Northchase Drive, Houston,
Texas 77060, Attention: Senior Vice President, Finance
(telefax number 713-874-3296), or at such other address as
the Company or any Agent may notify the others in writing.
11. Successors. This Agreement and any Terms
Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in
Section 6 and the purchasers of Notes (to the extent
expressly provided in Section 4), and no other person will
have any right or obligation hereunder.
12. Amendments and Additional Agents. This
Agreement may be amended or supplemented if, but only if,
such amendment or supplement is in writing and is signed by
the Company and each Agent; provided, however, that the
Company expressly reserves the right, upon written notice to
each Agent but without the consent of any Agent, to appoint
any other person, partnership or corporation (an "Additional
Agent") to act as its agent to solicit offers for the
purchase of Notes; provided that each Additional Agent shall
either execute this Agreement and become a party hereto or
shall enter into an agency agreement with the Company on
terms substantially similar to those contained herein,
including but not limited to the commission schedule set
forth in Section 2(a) hereof; thereafter the term Agent as
used in this Agreement shall mean the Agent and such
Additional Agent.
13. Counterparts. This Agreement 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.
14. APPLICABLE LAW. THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.
15. Headings. The headings of the sections of
this Agreement have been inserted for convenience of
reference only and shall not be deemed a part of this
Agreement.
22
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed counterparts hereof, whereupon this letter and
your acceptance shall represent a binding agreement between
the Company and you.
Very truly yours,
ANADARKO PETROLEUM CORPORATION
By_________________________
Title:
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
CS FIRST BOSTON CORPORATION
By__________________________
Title:
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Attn: Short and Medium-Term Finance
Robert W. Mitchell
Telefax: (212) 318-1498
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By__________________________
Title:
World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10281
Telefax: (212) 449-2234
PAINEWEBBER INCORPORATED
By__________________________
Name: Charles H. Prioleau
Title: Vice President
1285 Avenue of the Americas
New York, New York 10019
Attn: Peter Abramenko
Telephone: (212) 713-2982
Telefax: (212) 713-4893
23
Exhibit A
ANADARKO PETROLEUM CORPORATION
MEDIUM-TERM NOTES, SERIES A
TERMS AGREEMENT
_________________, 19__
Anadarko Petroleum Corporation
17001 Northchase Drive
Houston, Texas 77060
Attention:
Re: Distribution Agreement dated __________, 1995
(the "Distribution Agreement")
We agree to purchase, severally and not jointly,
the principal amount of Medium-Term Notes, Series A (the
"Notes") set forth below opposite our names:
Principal Amount
Name of Notes
[Insert syndicate list]
Total . . . . . . $
===========
1
The Notes shall have the following terms:
All Notes: Fixed Rate Notes: Floating Rate Notes:
Principal Interest Rate: Base rate:
amount:
Applicability Index
Purchase of modified maturity:
price: payment upon
acceleration: Spread:
Price to
public: If yes, dates Spread
amounts: multiplier:
Settlement
date and time: Amortization Alternate rate
schedule: event spread:
Place of
delivery: Initial interest
rate:
Specified
currency: Initial interest
reset date:
Convertible at
holders' option: Interest reset
dates:
Stated Maturity:
Initial accrual Maximum interest
period OID: rate:
Yield to maturity: Minimum interest
rate:
Interest reset
period:
Optional repayment
dates and prices: Interest payment
period:
Initial redemption
date: Interest payment
date(s):
Initial redemption
price:
Annual redemption
percentage
decrease:
Other terms:
The provisions of Sections 1, 2(b) and 2(c) and 3
through 6, 9, 10, 11 and 14 of the Distribution Agreement
A-2
and the related definitions are incorporated by reference
herein and shall be deemed to have the same force and effect
as if set forth in full herein.
If on or before the Settlement Date any Agent or
Agents shall default in its or their obligation to take up
and pay for the Notes to be purchased by it or them hereunder
and
(i) the aggregate principal amount of Notes
which the defaulting Agents agreed but failed to
purchase is 10% or less of the aggregate principal
amount of the Notes to be purchased hereunder, then
the non-defaulting Agents whether one or more, or
the Company, may make arrangements satisfactory to
the Company and the majority in interest of the
non-defaulting Agents for the purchase of such
Notes by other persons, including any of the
non-defaulting Agents, but if no such arrangements
are made by the Settlement Date, the non-defaulting
Agents shall be obligated severally, in proportion
to their respective commitments hereunder, to
purchase the Notes which the defaulting Agents
agreed but failed to purchase; provided that in no
event shall the principal amount of Notes which any
non-defaulting Agent has agreed to purchase
hereunder be increased by an amount in excess of
one-ninth of such principal amount, without the
written consent of such non-defaulting Agent; or
(ii) the aggregate principal amount of the
Notes which the defaulting Agents agreed but failed
to purchase is more than 10% of the aggregate
principal amount of the Notes to be purchased
hereunder and arrangements satisfactory to the
Company and the majority in interest of the
non-defaulting Agents for the purchase of such
Notes are not made by the non-defaulting Agents or
the Company within thirty-six hours after such
default, then this Agreement will terminate without
liability on the part of the non-defaulting Agents
or the Company.
Without relieving any defaulting Agent from its
obligations hereunder, the Company agrees with the
non-defaulting Agents that it will not sell any Notes
hereunder unless all such Notes are purchased by the Agents
(including Additional Agents).
A-3
In the event of an occurrence described in clauses
(i) or (ii) above, either the Company or the majority in
interest of the non-defaulting Agents shall have the right to
postpone the Settlement Date but in no event for longer than
seven days, in order that the required changes, if any, in
the Registration Statement and the Prospectus or in any other
document or arrangement may be effected. Any action taken
under this paragraph shall not relieve any defaulting Agent
from liability in respect of any default of such Agent under
this Agreement.
This Agreement is subject to termination on the
terms incorporated by reference herein. If this Agreement is
so terminated, the provisions of Sections 3(g), 6, 9, 11 and
14 of the Distribution Agreement shall survive for the
purposes of this Agreement.
[NAMES OF AGENTS]
By ______________________________
Title:
Accepted:
ANADARKO PETROLEUM CORPORATION
By ________________________
Title:
A-4
EXHIBIT B
ANADARKO PETROLEUM CORPORATION
MEDIUM-TERM NOTES, SERIES A
ADMINISTRATIVE PROCEDURES
_________________________________
Explained below are the administrative procedures
and specific terms of the offering of Medium-Term Notes,
Series A (the "Notes"), on a continuous basis by Anadarko
Petroleum Corporation (the "Company") pursuant to the
Distribution Agreement, dated as of March 9, 1995 (the
"Distribution Agreement") between the Company and the Agents
named therein (the "Agents"). The Notes will be issued
under an Indenture dated as of March 1, 1995 (the
"Indenture") between the Company and The Chase Manhattan
Bank, N.A., as trustee (the "Trustee"). In the Distribution
Agreement, each Agent has agreed to use reasonable efforts
to solicit purchases of the Notes, and the administrative
procedures explained below will govern the issuance and
settlement of any Notes sold through the Agents, as agents
of the Company. Each Agent, as principal, may also purchase
Notes for its own account, and if requested by any Agent,
the Company and such Agent will enter into a terms agreement
(a "Terms Agreement"), as contemplated by the Distribution
Agreement. The administrative procedures explained below
will govern the issuance and settlement of any Notes
purchased by any Agent as principal, unless otherwise
specified in the applicable Terms Agreement. Capitalized
terms used but not defined herein are used as defined in the
Distribution Agreement.
The Trustee will be the Registrar, Calculation
Agent, Authenticating Agent and Paying Agent for the Notes
and will perform the duties specified herein. Each Note
will be represented by either a Global Security (as defined
below) delivered to the Trustee, as agent for The Depository
Trust Company ("DTC"), and recorded in the book-entry system
maintained by DTC (a "Book-Entry Note") or a certificate
delivered to the holder thereof or a person designated by
such holder (a "Certificated Note"). Except as set forth in
B-1
the Indenture, an owner of a Book-Entry Note will not be
entitled to receive a Certificated Note.
Book-Entry Notes, which may be payable only in
U.S. dollars, will be issued in accordance with the
administrative procedures set forth in Part I hereof as they
may subsequently be amended as the result of changes in
DTC's operating procedures. Certificated Notes will be
issued in accordance with the administrative procedures set
forth in Part II hereof. Unless otherwise defined herein,
terms defined in the Indenture, the Notes or any Prospectus
Supplement relating to the Notes shall be used herein as
therein defined.
The Company will advise each Agent in writing of
the employees of the Company with whom such Agent is to
communicate regarding offers to purchase Notes and the
related settlement details.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the
Book-Entry Notes for eligibility in the book-entry system
maintained by DTC, the Trustee will perform the custodial,
document control and administrative functions described
below, in accordance with its respective obligations under a
Letter of Representation from the Company and the Trustee to
DTC, dated as of March 9, 1995 (the "Letter of
Representation"), and a Medium-Term Note Certificate
Agreement between the Trustee and DTC and its obligations as
a participant in DTC, including DTC's Same-Day Funds
Settlement System ("SDFS").
Issuance: On any date of settlement (as
defined under "Settlement" below)
for one or more Book-Entry Notes,
the Company will issue a single
global security in fully registered
form without coupons (a "Global
Security") representing up to U.S.
$200,000,000 principal amount of
all such Notes that have the same
Original Issue Date, Maturity Date
and other terms. Each Global
Security will be dated and issued
as of the date of its
authentication by the Trustee.
Each Global Security will bear an
"Interest Accrual Date," which will
B-2
be (i) with respect to an original
Global Security (or any portion
thereof), its original issuance
date and (ii) with respect to any
Global Security (or any portion
thereof) issued subsequently upon
exchange of a Global Security, or
in lieu of a destroyed, lost or
stolen Global Security, the most
recent Interest Payment Date to
which interest has been paid or
duly provided for on the
predecessor Global Security or
Securities (or if no such payment
or provision has been made, the
original issuance date of the
predecessor Global Security),
regardless of the date of
authentication of such subsequently
issued Global Security. Book-Entry
Notes may be payable only in U.S.
dollars. No Global Security will
represent any Certificated Note.
Denominations: Book-Entry Notes will be issued in
principal amounts of U.S. $100,000
or any amount in excess thereof
that is an integral multiple of
U.S. $1,000. Global Securities
will be denominated in principal
amounts not in excess of U.S.
$200,000,000. If one or more
Book-Entry Notes having an
aggregate principal amount in
excess of $200,000,000 would, but
for the preceding sentence, be
represented by a single Global
Security, then one Global Security
will be issued to represent each
U.S. $200,000,000 principal amount
of such Book-Entry Note or Notes
and an additional Global Security
will be issued to represent any
remaining principal amount of such
Book-Entry Note or Notes. In such
a case, each of the Global
Securities representing such
Book-Entry Note or Notes shall be
assigned the same CUSIP number.
Preparation If any order to purchase a Book-
B-3
of Pricing Entry Note is accepted by or on
Supplement: behalf of the Company, the Company
will prepare a pricing supplement
(a "Pricing Supplement") reflecting
the terms of such Note. The
Company (i) will arrange to file 10
copies of such Pricing Supplement
with the Commission in accordance
with the applicable paragraph of
Rule 424(b) under the Act, (ii)
will, as soon as possible and in
any event not later than the date
on which such Pricing Supplement is
filed with the Commission, deliver
the number of copies of such
Pricing Supplement to the relevant
Agent as such Agent shall request.
Such Agent will cause such Pricing
Supplement to be delivered to the
purchaser of the Note.
In each instance that a Pricing
Supplement is prepared, the
relevant Agent will affix the
Pricing Supplement to Prospectuses
prior to their use. Outdated
Pricing Supplements, and the
Prospectuses to which they are
attached (other than those retained
for files), will be destroyed.
Settlement: The receipt by the Company of
immediately available funds in
payment for a Book-Entry Note and
the authentication and issuance of
the Global Security representing
such Note shall constitute
"settlement" with respect to such
Note. All orders accepted by the
Company will be settled on the
fifth Business Day pursuant to the
timetable for settlement set forth
below unless the Company and the
purchaser agree to settlement on
another day, which shall be no
earlier than the next Business Day.
Settlement Settlement Procedures with regard
Procedures: to each Book-Entry Note sold by the
Company to or through any Agent
(unless otherwise specified
B-4
pursuant to a Terms Agreement),
shall be as follows:
A. Such Agent will advise the
Company by telephone that such
Note is a Book-Entry Note and
of the following settlement
information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed
Rate Book-Entry Note, the
Interest Rate, whether
such Note will pay
interest annually or
semiannually, or, in the
case of a Floating Rate
Book-Entry Note, the
Initial Interest Rate (if
known at such time),
Interest Payment Date(s),
Interest Payment Period,
Calculation Agent, Base
Rate, Index Maturity,
Interest Reset Period,
Initial Interest Reset
Date, Interest Reset
Dates, Spread or Spread
Multiplier (if any),
Minimum Interest Rate (if
any) and Maximum Interest
Rate (if any).
4. Redemption or repayment
provisions, if any.
5. Whether the Company has
the option to reset the
Interest Rate, the Spread
or the Spread Multiplier
of the Note.
6. Settlement date and time
(Original Issue Date).
7. Interest Accrual Date.
8. Price.
B-5
9. Agent's commission, if
any, determined as
provided in the
Distribution Agreement.
10. Any other applicable
terms.
B. The Company will advise the
Trustee by telephone or
electronic transmission
(confirmed in writing at any
time on the same date) of the
information set forth in
Settlement Procedure "A"
above. The Trustee will then
assign a CUSIP number to the
Global Security representing
such Note and will notify the
Company and such Agent of such
CUSIP number by telephone as
soon as practicable.
C. The Trustee will enter a
pending deposit message
through DTC's Participant
Terminal System, providing the
following settlement
information to DTC, such Agent
and Standard & Poor's
Corporation:
1. The information set forth
in Settlement Procedure
"A".
2. The Initial Interest
Payment Date for such
Note, the number of days
by which such date
succeeds the related DTC
Record Date (which in the
case of Floating Rate
Notes which reset daily
or weekly, shall be the
date five calendar days
immediately preceding the
applicable Interest
Payment Date and, in the
case of all other Notes,
shall be the Record Date
B-6
as defined in the Note) and,
if known, the amount of
interest payable on such
Initial Interest Payment Date.
3. The CUSIP number of the
Global Security
representing such Note.
4. Whether such Global
Security will represent
any other Book-Entry Note
(to the extent known at
such time).
5. The number of Participant
accounts to be maintained
by DTC on behalf of such
Agent and the Trustee.
D. The Trustee will complete and
authenticate the Global
Security representing such
Note.
E. DTC will credit such Note to
the Trustee's participant
account at DTC.
F. The Trustee will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC to (i) debit
such Note to the Trustee's
participant account and credit
such Note to such Agent's
participant account and (ii)
debit such Agent's settlement
account and credit the
Trustee's settlement account
for an amount equal to the
price of such Note less such
Agent's commission, if any.
The entry of such a deliver
order shall constitute a
representation and warranty by
the Trustee to DTC that (a)
the Global Security
representing such Book-Entry
Note has been issued and
B-7
authenticated and (b) the
Trustee is holding such Global
Security pursuant to the
Medium Term Note Certificate
Agreement between the Trustee
and DTC.
G. Unless such Agent is the end
purchaser of such Note, such
Agent will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC (i) to debit
such Note to such Agent's
participant account and credit
such Note to the participant
accounts of the Participants
with respect to such Note and
(ii) to debit the settlement
accounts of such Participants
and credit the settlement
account of such Agent for an
amount equal to the price of
such Note.
H. Transfers of funds in
accordance with SDFS deliver
orders described in Settlement
Procedures "F" and "G" will be
settled in accordance with
SDFS operating procedures in
effect on the settlement date.
I. The Trustee will credit to the
account of the Company
maintained at Chemical Bank,
New York, New York, in funds
available for immediate use in
the amount transferred to the
Trustee in accordance with
Settlement Procedure "F".
J. Unless such Agent is the end
purchaser of such Note, such
Agent will confirm the
purchase of such Note to the
purchaser either by
transmitting to the
Participants with respect to
such Note a confirmation order
or orders through DTC's
B-8
institutional delivery system
or by mailing a written
confirmation to such
purchaser.
K. Monthly, the Trustee will send
to the Company a statement
setting forth the principal
amount of Notes outstanding as
of that date under the
Indenture and setting forth a
brief description of any sales
of which the Company has
advised the Trustee that have
not yet been settled.
Settlement For sales by the Company of Book-
Procedures Entry Notes to or through any
Timetable: Agent (unless otherwise specified
pursuant to a Terms Agreement) for
settlement on the first Business
Day after the sale date, Settlement
Procedures "A" through "J" set
forth above shall be completed as
soon as possible but not later than
the respective times in New York
City set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 9:00 A.M. on settlement date
E 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H 4:45 P.M. on settlement date
I-J 5:00 P.M. on settlement date
If a sale is to be settled more
than one Business Day after the
sale date, Settlement Procedures
"A", "B" and "C" shall be completed
as soon as practicable but no later
than 11:00 A.M., 12 Noon and 2:00
P.M., respectively, on the first
Business Day after the sale date.
If the Initial Interest Rate for a
Floating Rate Book-Entry Note has
not been determined at the time
B-9
that Settlement Procedure "A" is
completed, Settlement Procedure "B"
and "C" shall be completed as soon
as such rate has been determined
but no later than 12 Noon and 2:00
P.M., respectively, on the first
Business Day before the settlement
date. Settlement Procedure "H" is
subject to extension in accordance
with any extension of Fedwire
closing deadlines and in the other
events specified in the SDFS
operating procedures in effect on
the settlement date.
If settlement of a Book-Entry Note
is rescheduled or canceled, the
Trustee, after receiving notice
from the Company or the relevant
Agent, will deliver to DTC, through
DTC's Participant Terminal System,
a cancellation message to such
effect by no later than 2:00 P.M.
on the Business Day immediately
preceding the scheduled settlement
date.
Failure to If the Trustee fails to enter an
Settle: SDFS deliver order with respect to
a Book-Entry Note pursuant to
Settlement Procedure "F", the
Trustee may deliver to DTC, through
DTC's Participant Terminal System,
as soon as practicable a withdrawal
message instructing DTC to debit
such Note to the Trustee's
participant account, provided that
the Trustee's participant account
contains a principal amount of the
Global Security representing such
Note that is at least equal to the
principal amount to be debited.
If a withdrawal message is
processed with respect to all the
Book-Entry Notes represented by a
Global Security, the Trustee will
mark such Global Security
"canceled," make appropriate
entries in the Trustee's records
and send such canceled Global
Security to the Company. The CUSIP
B-10
number assigned to such Global
Security shall, in accordance with
the procedures of the CUSIP Service
Bureau of Standard & Poor's
Corporation, be canceled and not
immediately reassigned. If a
withdrawal message is processed
with respect to one or more, but
not all, of the Book-Entry Notes
represented by a Global Security,
the Trustee will exchange such
Global Security for two Global
Securities, one of which shall
represent such Book-Entry Note or
Notes and shall be canceled
immediately after issuance and the
other of which shall represent the
remaining Book-Entry Notes
previously represented by the
surrendered Global Security and
shall bear the CUSIP number of the
surrendered Global Security.
If the purchase price for any
Book-Entry Note is not timely paid
to the Participants with respect to
such Note by the beneficial
purchaser thereof (or a person,
including an indirect participant
in DTC, acting on behalf of such
purchaser), such Participants and,
in turn, the relevant Agent may
enter SDFS deliver orders through
DTC's Participant Terminal System
reversing the orders entered
pursuant to Settlement Procedures
"F" and "G", respectively.
Thereafter, the Trustee will
deliver the withdrawal message and
take the related actions described
in the preceding paragraph.
Notwithstanding the foregoing, upon
any failure to settle with respect
to a Book-Entry Note, DTC may take
any actions in accordance with its
SDFS operating procedures then in
effect.
In the event of a failure to settle
with respect to one or more, but
B-11
not all, of the Book-Entry Notes to
have been represented by a Global
Security, the Trustee will provide,
in accordance with Settlement
Procedures "D" and "F", for the
authentication and issuance of a
Global Security representing the
Book-Entry Notes to be represented
by such Global Security and will
make appropriate entries in its
records.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as registrar in connection
with the Certificated Notes.
Issuance: Each Certificated Note will be
dated and issued as of the date of
its authentication by the Trustee.
Each Certificated Note will bear an
Original Issue Date, which will be
(i) with respect to an original
Certificated Note (or any portion
thereof), its original issuance
date (which will be the settlement
date) and (ii) with respect to any
Certificated Note (or portion
thereof) issued subsequently upon
transfer or exchange of a
Certificated Note or in lieu of a
destroyed, lost or stolen
Certificated Note, the original
issuance date of the predecessor
Certificated Note, regardless of
the date of authentication of such
subsequently issued Certificated
Note.
Preparation If any order to purchase a Certifi-
of Pricing cated Note is accepted by or on
Supplement: behalf of the Company, the Company
will prepare a pricing supplement
(a "Pricing Supplement") reflecting
the terms of such Note. The
Company (i) will arrange to file 10
copies of such Pricing Supplement
with the Commission in accordance
with the applicable paragraph of
Rule 424(b) under the Act, (ii)
B-12
will, as soon as possible and in
any event not later than the date
on which such Pricing Supplement is
filed with the Commission, deliver
the number of copies of such
Pricing Supplement to the relevant
Agent as such Agent shall request.
Such Agent will cause such Pricing
Supplement to be delivered to the
purchaser of the Note.
In each instance that a Pricing
Supplement is prepared, such Agent
will affix the Pricing Supplement
to Prospectuses prior to their use.
Outdated Pricing Supplements, and
the Prospectuses to which they are
attached (other than those retained
for files), will be destroyed.
Settlement: The receipt by the Company of
immediately available funds in
exchange for an authenticated
Certificated Note delivered to the
relevant Agent and such Agent's
delivery of such Note against
receipt of immediately available
funds shall constitute "settlement"
with respect to such Note. All
offers accepted by the Company will
be settled on or before the fifth
Business Day next succeeding the
date of acceptance pursuant to the
timetable for settlement set forth
below, unless the Company and the
purchaser agree to settlement on
another date.
Settlement Settlement Procedures with regard
Procedures: to each Certificated Note sold by
the Company to or through the
relevant Agent (unless otherwise
specified pursuant to a Terms
Agreement) shall be as follows:
A. Such Agent will advise the
Company by telephone that such
Note is a Certificated Note
and of the following
settlement information:
B-13
1. Name in which such Note
is to be registered
("Registered Owner").
2. Address of the Registered
Owner and address for
payment of principal and
interest.
3. Taxpayer identification
number of the Registered
Owner (if available).
4. Principal amount.
5. Maturity Date.
6. In the case of a Fixed
Rate Certificated Note,
the Interest Rate,
whether such Note will
pay interest annually or
semiannually, or, in the
case of a Floating Rate
Certificated Note, the
Initial Interest Rate (if
known at such time),
Interest Payment Date(s),
Interest Payment Period,
Calculation Agent, Base
Rate, Index Maturity,
Interest Reset Period,
Initial Interest Reset
Date, Interest Reset
Dates, Spread or Spread
Multiplier (if any),
Minimum Interest Rate (if
any) and Maximum Interest
Rate (if any).
7. Redemption or repayment
provisions, if any.
8. Whether the Company has
the option to reset the
Interest Rate, the Spread
or the Spread Multiplier
of the Note.
9. Settlement date and time
(Original Issue Date).
B-14
10. Interest Accrual Date.
11. Price.
12. Agent's commission, if
any, determined as
provided in the
Distribution Agreement.
13. Denominations.
14. Specified Currency.
15. Any other applicable
B. The Company will advise the
Trustee by telephone or
electronic transmission
(confirmed in writing at any
time on the sale date) of the
information set forth in
Settlement Procedure "A"
above.
C. The Company will have
delivered to the Trustee a
pre-printed four-ply packet
for such Note, which packet
will contain the following
documents in forms that have
been approved by the Company,
such Agent and the Trustee:
1. Note with customer
confirmation.
2. Stub One - For the
Trustee.
3. Stub Two - For such
Agent.
4. Stub Three - For the
Company.
D. The Trustee will complete such
Note and authenticate and
deliver it (with the
confirmation) and Stubs One
and Two to such Agent, and
such Agent will acknowledge
B-15
receipt of the Note by
stamping or otherwise marking
Stub One and returning it to
the Trustee. Such delivery
will be made only against such
acknowledgment of receipt and
evidence that instructions
have been given by such Agent
for payment to the account of
the Company at Chemical Bank,
New York, New York, or to such
other account as the Company
shall have specified to such
Agent and the Trustee in funds
available for immediate use,
of an amount equal to the
price of such Note less such
Agent's commission, if any.
In the event that the
instructions given by such
Agent for payment to the
account of the Company are
revoked, the Company will as
promptly as possible wire
transfer to the account of
such Agent an amount of
immediately available funds
equal to the amount of such
payment made.
E. Unless such Agent is the end
purchaser of such Note, such
Agent will deliver such Note
(with confirmation) to the
customer against payment in
immediately payable funds.
Such Agent will obtain the
acknowledgment of receipt of
such Note by retaining Stub
Two.
F. The Trustee will send Stub
Three to the Company by
first-class mail.
Periodically, the Trustee will
also send to the Company a
statement setting forth the
principal amount of the Notes
outstanding as of that date
under the Indenture and
setting forth a brief
B-16
description of any sales of
which the Company has advised
the Trustee that have not yet
been settled.
Settlement For sales by the Company of Certi-
Procedures ficated Notes to or through such
Timetable: Agent (unless otherwise specified
pursuant to a Terms Agreement),
Settlement Procedures "A" through
"F" set forth above shall be
completed on or before the
respective times in New York City
set forth below:
Settlement
Procedure Time
A 2:00 P.M. on day before
settlement date
B 3:00 P.M. on day before
settlement date
C-D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure If a purchaser fails to accept
delivery delivery of and make payment for
to Settle: any Certificated Note, the relevant
Agent will notify the Company and
the Trustee by telephone and return
such Note to the Trustee. Upon
receipt of such notice, the Company
will immediately wire transfer to
the account of such Agent an amount
equal to the amount previously
credited thereto in respect of such
Note. Such wire transfer will be
made on the settlement date, if
possible, and in any event not
later than the Business Day
following the settlement date. If
the failure shall have occurred for
any reason other than a default by
such Agent in the performance of
its obligations hereunder and under
the Distribution Agreement, then
the Company will reimburse such
Agent or the Trustee, as
appropriate, on an equitable basis
B-17
for its loss of the use of the
funds during the period when they
were credited to the account of the
Company. Immediately upon receipt
of the Certificated Note in respect
of which such failure occurred, the
Trustee will mark such Note
"canceled," make appropriate
entries in the Trustee's records
and send such Note to the Company.
B-18
EXHIBIT C
SIGNIFICANT SUBSIDIARIES
Jurisdiction in
Name Which Organized
Anadarko Algeria Corporation Delaware
C-1
EXHIBIT D
MATTERS TO BE COVERED IN OPINION OF
GENERAL COUNSEL OR GENERAL ATTORNEY OF THE COMPANY
(i) The Company and each Significant Subsidiary
is duly qualified or licensed and is in good standing
as a foreign corporation in each jurisdiction in which
the ownership or leasing of properties or conduct of
its business requires such qualification or licensing,
except to the extent that the failure to be so
qualified or licensed or be in good standing would not
have a material adverse effect on the Company and its
subsidiaries considered as one enterprise.
(ii) Each Significant Subsidiary has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction of
its incorporation and has full corporate power and
authority to own, lease and operate its properties and
conduct its business as described in the Registration
Statement.
(iii) The issued and outstanding common stock of
each Significant Subsidiary has been duly authorized
and validly issued and is fully paid and
non-assessable; and the Company owns the issued and
outstanding common stock of each Significant Subsidiary
free and clear of any mortgages, liens or similar
encumbrances, except to the extent set forth in the
Prospectus.
(iv) To the knowledge of such counsel, the
execution and delivery of the Distribution Agreement
and the Indenture, the issuance of the Notes, the
incurrence of the obligations set forth herein and
therein and the consummation of the transactions
therein contemplated do not and will not conflict with
or constitute or result in a breach of, or default
under, (a) any judgment, order or decree of any
domestic government, governmental instrumentality or
court having jurisdiction over the Company, any
Significant Subsidiary, or any of their property, which
is material to such corporations, considered as one
D-1
enterprise or (b) any provision of any indenture, mortgage
or similar agreement or instrument to which the Company or
any Significant Subsidiary is a party or by which they or
any material part of their property is bound.
(v) Such counsel does not know of any litigation
or any governmental proceeding instituted or threatened
against the Company or any Significant Subsidiary which
would be required to be disclosed in the Prospectus and
which is not disclosed.
(vi) To the best knowledge of such counsel, the
Registration Statement is effective under the 1933 Act
and no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by
the Commission.
(vii) The statements in the Prospectus under the
captions "Description of Debt Securities" and
"Description of Notes" (or similar caption), insofar as
such statements constitute a summary of the legal
matters or documents referred to therein, fairly
present the information called for with respect to such
legal matters or documents.
(viii) (A) Such counsel is of the opinion that each
document incorporated by reference in the Registration
Statement and the Prospectus (except for financial
statements or other financial or statistical data
contained therein as to which such counsel need not
express any opinion) complied as to form when filed
with the Commission in all material respects with the
1934 Act and the 1934 Act Regulations; (B) such counsel
is of the opinion that the Registration Statement and
the Prospectus and any supplements or amendments
thereto (except for financial statements or other
financial or statistical data contained therein as to
which such counsel need not express any opinion) comply
as to form in all material respects with the 1933 Act
and the 1933 Act Regulations; and (C) nothing which has
come to the attention of such counsel in the course of
his representation of the Company has caused him to
believe that any part of the Registration Statement at
the time of the Distribution Agreement or the
applicable Terms Agreement, as the case may be, (except
for financial statements or other financial or
statistical data contained therein as to which such
counsel need not express any belief and except for that
part of the Registration Statement that constitutes the
D-2
Form T-1 hereinafter referred to) contained any untrue
statement of a material fact or omitted to state a
material fact required to be stated therein or
necessary to make the statements therein not misleading
and the Prospectus, as amended or supplemented, if
applicable, does not contain any untrue statement of a
material fact or omit to state a material fact
necessary in order to make the statements therein, in
light of the circumstances under which they were made,
not misleading.
With respect to subparagraph (viii) above, such
counsel may state that his opinion and belief are based upon
his participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements
thereto and the documents incorporated therein and review
and discussion of the contents thereof, but are without
independent check or verification except as specified. Such
counsel may state further that in connection with any
particular offering of Notes, a further Prospectus
supplement containing the specific terms of those Notes as
well as information concerning the price of those Notes
would have to be delivered to a purchaser.
Notwithstanding the foregoing, the opinions called
for above do not require such counsel to address the
application of the Commodity Exchange Act, as amended, or
the rules, regulations or interpretations of the Commodity
Futures Trading Commission to Notes the payments of
principal or interest on which will be determined by
reference to one or more currency exchange rates, commodity
prices, equity indices or other factors.
In rendering the foregoing opinion, such counsel
shall speak only as to the Federal laws of the United
States, the laws of the State of Texas and the General
Corporation Law of the State of Delaware and may rely, to
the extent recited therein, upon opinions of local counsel.
Such counsel may also state that he has relied as to certain
matters on information obtained from public officials,
officers of the Company and other sources believed by him to
be responsible.
D-3
EXHIBIT E
MATTERS TO BE COVERED IN OPINION OF
DAVIS POLK & WARDWELL
SPECIAL COUNSEL FOR THE COMPANY
(i) The Company is duly incorporated and validly
existing as a corporation in good standing under the
laws of the State of Delaware.
(ii) The Company has the corporate power and
corporate authority to own, lease and operate its
properties and conduct its business as described in the
Prospectus.
(iii) The Distribution Agreement has been duly
authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized,
executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee,
is a valid and binding agreement, enforceable against
the Company in accordance with its terms, except as (i)
may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii)
rights of acceleration and availability of equitable
remedies may be limited by equitable principles of
general applicability.
(v) The Notes have been duly authorized and
executed by the Company, and, when executed and
authenticated in accordance with the terms of the
applicable Indenture and delivered against payment
pursuant to this Agreement will be valid and legally
binding obligations of the Company, enforceable in
accordance with their terms, except as (i) may be
limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) rights
of acceleration and availability of equitable remedies
may be limited by equitable principles of general
applicability.
(vi) The Indenture has been duly qualified under
the 1939 Act.
E-1
(vii) To the best of their knowledge, the
Registration Statement is effective under the 1933 Act
and no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by
the Commission.
(viii) No regulatory consent, authorization,
approval or filing is required by the laws of the
United States, the State of New York or by the General
Corporation Law of the State of Delaware for the
issuance, sale and delivery of the Notes to the Agents
except such as have been obtained or made under the
1933 Act, the 1934 Act, the 1939 Act and other
applicable legislation specified in such opinion and
such as may be required under state securities or Blue
Sky laws in connection with the solicitation of offers
for and/or purchase and distribution of the Notes by
you.
(ix) The execution and delivery of the
Distribution Agreement and the Indenture, the issuance
of Notes, the incurrence of the obligations set forth
therein, and the consummation of the transactions
therein contemplated do not and will not conflict with
or constitute or result in a breach of, or default
under, the certificate of incorporation or by-laws of
the Company.
(x) (A) Such counsel is of the opinion that the
Registration Statement and the Prospectus and any
supplements or amendments thereto (except for financial
statements or other financial or statistical data
contained therein as to which such counsel need not
express any opinion) comply as to form in all material
respects with the 1933 Act and the 1933 Act
Regulations; and (B) nothing which has come to the
attention of such counsel has caused them to believe
that the Registration Statement at the time of the
Distribution Agreement (except for financial statements
or other financial or statistical data contained
therein as to which such counsel need not express any
belief and except for that part of the Registration
Statement that constitutes the Form T-1 hereinafter
referred to) contained any untrue statement of a
material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the
Prospectus, as amended or supplemented, if applicable,
contains any untrue statement of a material fact or
omits to state a material fact necessary in order to
E-2
make the statements therein, in light of the
circumstances under which they were made, not
misleading.
With respect to subparagraph (x) above, such
counsel may state that their opinion and belief are based
upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or
supplements thereto and review and discussion of the
contents thereof, but are without independent check or
verification except as specified. Such counsel may state
further that in connection with any particular offering of
Notes, a further Prospectus Supplement containing the
specific terms of those Notes as well as information
concerning the price of those Notes would have to be
delivered to a purchaser.
Such counsel may point out that paragraphs (v)
(except as to the authorization of the Notes) and (x) do not
address any application of the Commodity Exchange Act,
amended, or the rules, regulations or interpretations of the
Commodity Futures Trading Commission to Notes the payments
of principal or interest on which will be determined by
reference to one or more currency exchange rates, commodity
prices, equity indices or other factors. In addition, for
the purpose of the opinion in paragraph (v) above, such
counsel may assume that (a) the Notes will conform to the
forms attached to the certificate executed by the Secretary
of the Company and will be completed in accordance with the
requirements of the Indenture and the Administrative
Procedures (as defined in the Distribution Agreement) and
(b) none of the terms of the Notes not contained in the
forms examined by us will violate any applicable law or be
unenforceable. In connection with the opinion in paragraph
(v) above, such counsel may note that, as of the date of
this opinion, a judgment for money in an action based on
Notes payable in foreign or composite currencies in a
federal or state court in the United States ordinarily would
be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion
of the foreign or composite currency in which a particular
Note is payable into United States dollars will depend upon
various factors, including which court renders the judgment.
Such counsel may further state that the
conclusions expressed above are based upon facts as they
understand them to exist on the date of the opinion and the
law which is applicable on the date of the opinion.
In rendering the foregoing opinion, special
counsel for the Company shall have received and may rely
E-3
upon such certificates and other documents and information
as they may reasonably request to pass upon such matters.
In rendering the foregoing opinion or opinions,
such counsel shall speak only as to the federal laws of the
United States, the laws of the State of New York and the
General Corporation Law of the State of Delaware and may
rely, as to matters involving the laws of any other
jurisdiction, upon opinions of local counsel.
E-4