Exhibit 4(a)
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
Amendment, dated as of June 13, 1997, among ANADARKO
PETROLEUM CORPORATION, a Delaware corporation (the "Company"),
the Banks named on the signature pages hereof (individually a
"Bank" and collectively the "Banks") and THE CHASE MANHATTAN
BANK, as Agent for the Banks (the "Agent").
WHEREAS, the Company, the Banks and the Agent have entered
into a Revolving Credit Agreement, dated as of May 24, 1994 (as
amended by the First Amendment to Revolving Credit Agreement,
dated as of May 23, 1995, and the Second Amendment to the
Revolving Credit Agreement, dated as of May 21, 1996, the
"Agreement"), and desire further to amend the Agreement in the
manner and to the extent herein provided.
NOW THEREFORE, the Company, each Bank and the Agent agree as
follows:
1. As used herein, the term "Amendment Date" shall mean
June 13, 1997 or such other date as the parties hereafter shall
agree upon. Unless otherwise specifically defined herein, each
term used herein which is defined in the Agreement shall have the
meaning assigned such term in the Agreement. Each reference to
"hereof," "hereunder," "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from and
after the date hereof refer to the Agreement as amended hereby.
2. The Company, the Banks and the Agent agree that,
subject to the conditions set forth in Section 3 hereof, as of
the date hereof the Agreement shall be amended as follows:
(a) Section 1.01 of the Agreement shall be amended as
follows:
(i) The definition of "Agent" shall be amended by
replacing "Chemical Bank" with "The Chase Manhattan
Bank".
(ii) The definition of "Chemical" is replaced in its
entirety by "'Chase' - The Chase Manhattan Bank".
Except as otherwise expressly provided herein, each
reference to "Chemical" contained in the Agreement
shall from and after the date hereof be replaced by a
reference to "Chase".
(iii) The definition of "Commitment" shall be
replaced in its entirety by the following:
" 'Commitment' - As to each Bank,
its obligation to make Loans to the
Company pursuant to Section 2.01 in
the amount set forth opposite its
name below, as such obligation may
be reduced pursuant to this
Agreement:
Amount of Percentage of
Bank Commitment Commitment
The Chase Manhattan Bank $ 35,357,142.87 15.71%
Morgan Guaranty Trust Company
of New York $ 30,535,714.29 13.57%
NationsBank of Texas, N.A. $ 30,535,714.29 13.57%
Bank of America, Illinois $ 25,714,285.71 11.43%
Bank of Montreal $ 25,714,285.71 11.43%
The First National Bank of Chicago $ 25,714,285.71 11.43%
Mellon Bank, N.A. $ 25,714,285.71 11.43%
Union Bank of Switzerland,
Houston Agency $ 25,714,285.71 11.43%
TOTAL $225,000,000.00 100.00%"
(iv) The definition of "Termination Date" shall be
amended by replacing the date "June 30, 2001" with the
date "June 30, 2002".
(b) The Pricing Schedule in the form of Exhibit A shall be
replaced in its entirety by the Pricing Schedule in the form
of Exhibit A attached hereto.
3. The amendments specified in Section 2 hereof shall be
effective as of the date hereof upon the receipt by the Agent, on
or prior to the Amendment Date, of:
(a) A certificate signed by a responsible officer of the
Company, dated the Amendment Date, to the effect that:
(i) the representations and warranties contained in
Section 3.01 of the Agreement are true and accurate on
and as of the Amendment Date as though made on and as
of such date (except to the extent that such
representations and warranties relate solely to an
earlier date);
(ii) no event has occurred and is continuing, or would
result from the execution, delivery and performance of
this Amendment, which constitutes an Event of Default
or would constitute an Event of Default with the giving
of notice or the lapse of time, or both; and
(iii) the Company is in compliance with all the
terms, covenants and conditions of the Agreement which
are binding upon it;
(b) An opinion of the General Counsel of the Company, dated
the Amendment Date, the effect that:
(i) the Company is duly incorporated, validly existing
and in good standing under the laws of the State of
Delaware and is qualified to do business as a foreign
corporation and is in good standing in the States of
Colorado, Kansas, Louisiana, Montana, Nevada, New
Mexico, Oklahoma, Texas and Wyoming;
(ii) this Amendment has been duly authorized, executed
and delivered by the Company;
(iii) this Amendment, assuming due authorization,
execution and delivery hereof by the Banks and the
Agent, constitutes a valid and binding agreement of the
Company, enforceable in accordance with its terms,
except as (x) the enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (y) rights of
acceleration and the availability of equitable remedies
may be limited by equitable principles of general
applicability;
(iv) the execution, delivery and performance by the
Company of this Amendment will not (x) conflict with
the restated certificate of incorporation or by-laws of
the Company, each as in effect on the date of such
opinion, (y) contravene any applicable provision of any
applicable law or applicable order or (z) conflict with
any provision of any indenture, loan agreement or other
similar agreement or instrument known to such counsel
(having made due inquiry with respect thereto) binding
on the Company or affecting its property;
(v) no authorization, consent or approval of any
governmental body or agency of the State of Texas or
the United States of America which has not been
obtained is required in connection with the execution,
delivery and performance by the Company of this
Amendment; and
(vi) to the knowledge of such counsel (having made due
inquiry with respect thereto), there is no proceeding
pending or threatened before any court or
administrative agency which, in the opinion of such
counsel, will result in a final determination which
would have the effect of preventing the Company from
carrying on its business or from meeting its current
and anticipated obligations on a timely basis.
In rendering such opinion, the General Counsel of the
Company shall opine only as to matters governed by the
Federal laws of the United States of America, the laws of
the State of Texas and the General Corporation Law of the
State of Delaware and such counsel may state that he has
relied on certificates of state officials as to
qualification to do business and good standing certificates
of officers of the Company and other sources believed by him
to be responsible; and
(c) Duly executed counterparts hereof signed by the
Company, the Agent and each of the Banks (or, in the case of
any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic,
telex or other written confirmation from such party of
execution of a counterpart hereof by such party).
4. Except as amended hereby, the Agreement shall continue
in full force and effect.
5. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
6. This Amendment 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.
ANADARKO PETROLEUM CORPORATION
By /s/ A. L. Richey
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK
By __________________________
Title __________________________
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By __________________________
Title __________________________
NATIONSBANK OF TEXAS, N.A.
By ___________________________
Title ___________________________
BANK OF AMERICA, ILLINOIS
By ____________________________
Title ____________________________
BANK OF MONTREAL
By ____________________________
Title ____________________________
THE FIRST NATIONAL BANK OF CHICAGO
By ____________________________
Title ____________________________
MELLON BANK, N.A.
By _____________________________
Title _____________________________
UNION BANK OF SWITZERLAND,
Houston Agency
By _____________________________
Title _____________________________
THE CHASE MANHATTAN BANK, as Agent
By _____________________________
Title _____________________________
EXHIBIT A
PRICING SCHEDULE
The "Eurodollar Margin", "CD Margin" and "Commitment Fee
Rate" for any day are the respective percentages set forth below
in the applicable row under the column corresponding to the Level
that exists on such day:
Level I Level II Level III Level IV Level V Level VI
Eurodollar
Margin . . 22.5/100 25/100 27.5/100 32.5/100 42.5/100 62.5/100
of 1% of 1% of 1% of 1% of 1% of 1%
CD Margin
. . . . . 35/100 37.5/100 40/100 45/100 55/100 75/100
. . of 1% of 1% of 1% of 1% of 1% of 1%
Commitment
Fee . . . 7.5/100 8.5/100 9/100 11/100 15/100 17.5/100
of 1% of 1% of 1% of 1% of 1% of 1%
For purposes of this Schedule, the following terms have the
following meanings:
"Level" refers to the determination of which of Level I,
Level II, Level III, Level IV, Level V or Level VI exists at any
date. The higher rating of S&P or Moodys will determine the
Level to be used.
"Level I" exists at any date if, at such date, the Company's
long-term debt is rated A or higher by S&P or A2 or higher by
Moodys.
"Level II" exists at any date if, at such date, the
Company's long-term debt is rated A- by S&P or A3 by Moodys.
"Level III" exists at any date if, at such date, the
Company's long-term debt is rated BBB+ by S&P or Baa1 by Moodys.
"Level IV" exists at any date if, at such date, the
Company's long-term debt is rated BBB by S&P or Baa2 by Moodys.
"Level V" exists at any date if, at such date, the Company's
long-term debt is rated BBB- by S&P or Baa3 by Moodys.
"Level VI" exists at any date if, at such date, the
Company's long-term debt is rated below BBB- by S&P and Baa3 by
Moodys.
The credit ratings to be utilized for purposes of this
Schedule are those assigned to the senior unsecured long-term
debt securities of the Company without third-party credit
enhancement, and any rating assigned to any other debt securities
of the Company shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date.
THIRD AMENDMENT TO 364-DAY CREDIT AGREEMENT
Amendment, dated as of June 13, 1997, among ANADARKO
PETROLEUM CORPORATION, a Delaware corporation (the "Company"),
the Banks named on the signature pages hereof (individually a
"bank" and collectively the "banks") and THE CHASE MANHATTAN
BANK, as Agent for the Banks (the "Agent").
WHEREAS, the Company, the Banks and the Agent have entered
into a 364-Day Credit Agreement, dated as of May 24, 1994 (as
amended by the First Amendment to 364-Day Credit Agreement, dated
as of May 23, 1995, and the Second Amendment to the 364-Day
Credit Agreement, dated as of May 21, 1996, the "Agreement"), and
desire further to amend the Agreement in the manner and to the
extent herein provided.
NOW THEREFORE, the Company, each Bank and the Agent agree as
follows:
1. As used herein, the term "Amendment Date" shall mean
June 13, 1997 or such other date as the parties hereafter shall
agree upon. Unless otherwise specifically defined herein, each
term used herein which is defined in the Agreement shall have the
meaning assigned such term in the Agreement. Each reference to
"hereof," "hereunder," "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from and
after the date hereof refer to the Agreement as amended hereby.
2. The Company, the Banks and the Agent agree that,
subject to the conditions set forth in Section 3 hereof, as of
the date hereof the Agreement shall be amended as follows:
(a) Section 1.01 of the Agreement shall be amended as
follows:
(i) The definition of "Agent" shall be amended by
replacing "Chemical Bank" with "The Chase Manhattan
Bank".
(ii) The definition of "Chemical" is replaced in its
entirety by "'Chase' - Chase Manhattan Bank". Except
as otherwise expressly provided herein, each reference
to "Chemical" contained in the Agreement shall from and
after the date hereof be replaced by a reference to
"Chase".
(iii) The definition of "Commitment" shall be
replaced in its entirety by the following:
" 'Commitment' - As to each Bank,
its obligation to make Loans to the
Company pursuant to Section 2.01 in
the amount set forth opposite its
name below, as such obligation may
be reduced pursuant to this
Agreement:
Amount of Percentage of
Bank Commitment Commitment
The Chase Manhattan Bank $ 19,642,857.13 15.71%
Morgan Guaranty Trust Company
of New York $ 16,964,285.71 13.57%
NationsBank of Texas, N.A. $ 16,964,285.71 13.57%
Bank of America, Illinois $ 14,285,714.29 11.43%
Bank of Montreal $ 14,285,714.29 11.43%
The First National Bank of Chicago $ 14,285,714.29 11.43%
Mellon Bank, N.A. $ 14,285,714.29 11.43%
Union Bank of Switzerland,
Houston Agency $ 14,285,714.29 11.43%
TOTAL $125,000,000.00 100.00%"
(iv) The definition of "Termination Date" shall
be amended by replacing the date "May 20, 1997" with
the date "June 11, 1998" and replacing the date "June
30, 2001" with the date "June 30, 2002".
(b) The Pricing Schedule in the form of Exhibit A shall be
replaced in its entirety by the Pricing Schedule in the form
of Exhibit A attached hereto.
3. The amendments specified in Section 2 hereof shall be
effective as of the date hereof upon the receipt by the Agent, on
or prior to the Amendment Date, of:
(a) A certificate signed by a responsible officer of the
Company, dated the Amendment Date, to the effect that:
(i) the representations and warranties contained in
Section 3.01 of the Agreement are true and accurate on
and as of the Amendment Date as though made on and as
of such date (except to the extent that such
representations and warranties relate solely to an
earlier date);
(ii) no event has occurred and is continuing, or would
result from the execution, delivery and performance of
this Amendment, which constitutes an Event of Default
or would constitute an Event of Default with the giving
of notice or the lapse of time, or both; and
(iii) the Company is in compliance with all the
terms, covenants and conditions of the Agreement which
are binding upon it;
(b) An opinion of the General Counsel of the Company, dated
the Amendment Date, to the effect that:
(i) the Company is duly incorporated, validly existing
and in good standing under the laws of the State of
Delaware and is qualified to do business as a foreign
corporation and is in good standing in the States of
Colorado, Kansas, Louisiana, Montana, Nevada, New
Mexico, Oklahoma, Texas and Wyoming;
(ii) this Amendment has been duly authorized, executed
and delivered by the Company;
(iii) this Amendment, assuming due authorization,
execution and delivery hereof by the Banks and the
Agent, constitutes a valid and binding agreement of the
Company, enforceable in accordance with its terms,
except as (x) the enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (y) rights of
acceleration and the availability of equitable remedies
may be limited by equitable principles of general
applicability;
(iv) the execution, delivery and performance by the
Company of this Amendment will not (x) conflict with
the restated certificate of incorporation or by-laws of
the Company, each as in effect on the date of such
opinion, (y) contravene any applicable provision of any
applicable law or applicable order or (z) conflict with
any provision of any indenture, loan agreement or other
similar agreement or instrument known to such counsel
(having made due inquiry with respect thereto) binding
on the Company or affecting its property;
(v) no authorization, consent or approval of any
governmental body or agency of the State of Texas or
the United States of America which has not been
obtained is required in connection with the execution,
delivery and performance by the Company of this
Amendment; and
(vi) to the knowledge of such counsel (having made due
inquiry with respect thereto), there is no proceeding
pending or threatened before any court or
administrative agency which, in the opinion of such
counsel, will result in a final determination which
would have the effect of preventing the Company from
carrying on its business or from meeting its current
and anticipated obligations on a timely basis.
In rendering such opinion, the General Counsel of the
Company shall opine only as to matters governed by the
Federal laws of the United States of America, the laws of
the State of Texas and the General Corporation Law of the
State of Delaware and such counsel may state that he has
relied on certificates of state officials as to
qualification to do business and good standing certificates
of officers of the Company and other sources believed by him
to be responsible; and
(c) Duly executed counterparts hereof signed by the
Company, the Agent and each of the Banks (or, in the case of
any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic,
telex or other written confirmation from such party of
execution of a counterpart hereof by such party).
4. Except as amended hereby, the Agreement shall continue
in full force and effect.
5. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
6. This Amendment 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.
ANADARKO PETROLEUM CORPORATION
By /s/ A. L. Richey
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK
By ___________________________
Title ___________________________
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By ____________________________
Title ____________________________
NATIONSBANK OF TEXAS, N.A.
By ____________________________
Title ____________________________
BANK OF AMERICA, ILLINOIS
By ____________________________
Title ____________________________
BANK OF MONTREAL
By _____________________________
Title _____________________________
THE FIRST NATIONAL BANK OF CHICAGO
By _____________________________
Title _____________________________
MELLON BANK, N.A.
By ____________________________
Title ____________________________
UNION BANK OF SWITZERLAND,
Houston Agency
By _____________________________
Title _____________________________
THE CHASE MANHATTAN BANK, as Agent
By ____________________________
Title ____________________________
EXHIBIT A
PRICING SCHEDULE
The "Eurodollar Margin", "CD Margin" and "Commitment Fee
Rate" for any day are the respective percentages set forth below
in the applicable row under the column corresponding to the Level
that exists on such day:
Level I Level II Level III Level IV Level V Level VI
Eurodollar
Margin . 22.5/100 25/100 27.5/100 32.5/100 42.5/100 62.5/100
of 1% of 1% of 1% of 1% of 1% of 1%
CD Margin
. . . . . 35/100 37.5/100 40/100 45/100 55/100 75/100
. of 1% of 1% of 1% of 1% of 1% of 1%
Commitment
Fee . . 5.5/100 6.5/100 7/100 9/100 12.5/100 15/100
of 1% of 1% of 1% of 1% of 1% of 1%
For purposes of this Schedule, the following terms have the
following meanings:
"Level" refers to the determination of which of Level I,
Level II, Level III, Level IV, Level V or Level VI exists at any
date. The higher rating of S&P or Moodys will determine the
Level to be used.
"Level I" exists at any date if, at such date, the Company's
long-term debt is rated A or higher by S&P or A2 or higher by
Moodys.
"Level II" exists at any date if, at such date, the
Company's long-term debt is rated A- by S&P or A3 by Moodys.
"Level III" exists at any date if, at such date, the
Company's long-term debt is rated BBB+ by S&P or Baa1 by Moodys.
"Level IV" exists at any date if, at such date, the
Company's long-term debt is rated BBB by S&P or Baa2 by Moodys.
"Level V" exists at any date if, at such date, the Company's
long-term debt is rated BBB- by S&P or Baa3 by Moodys.
"Level VI" exists at any date if, at such date, the
Company's long-term debt is rated below BBB- by S&P and Baa3 by
Moodys.
The credit ratings to be utilized for purposes of this
Schedule are those assigned to the senior unsecured long-term
debt securities of the Company without third-party credit
enhancement, and any rating assigned to any other debt securities
of the Company shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date.