Exhibit 4(a)
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Amendment, dated as of April 17, 1998, 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, dated as of May 23, 1995, Second
Amendment, dated as of May 21, 1996 and Third Amendment, dated
June 13, 1997, 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
April 17, 1998 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 definitions of "Available Borrowing Base",
"Borrowing Base", "Determining Banks", "Engineer's
Opinion", "Hydrocarbons", "Independent Engineer",
"Mineral Interests", "Net Proceeds" and "Proved
Reserves" shall be deleted in their entirety.
(ii) 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 $ 31,500,000.00 14.000%
Morgan Guaranty Trust Company
of New York $ 25,031,250.00 11.125%
NationsBank of Texas, N.A. $ 25,031,250.00 11.125%
Bank of America National Trust
and Savings Association $ 24,187,500.00 10.750%
Citibank, N.A. $ 24,187,500.00 10.750%
The First National Bank
of Chicago $ 24,187,500.00 10.750%
Mellon Bank, N.A. $ 24,187,500.00 10.750%
Union Bank of Switzerland $ 24,187,500.00 10.750%
Bank of Montreal $ 22,500,000.00 10.000%
TOTAL $225,000,000.00 100.000%"
(iii) A new definition of "Consolidated
Indebtedness" shall be added following the definition
of "Commitment Fee Rate", to read in its entirety as
follows:
"`Consolidated Indebtedness' means,
at any time, the Indebtedness of the Company and
its subsidiaries, determined on a consolidated
basis as of such time in accordance with generally
accepted accounting principles, as such principles
are in effect on the date of this Agreement,
excluding any such Indebtedness of the Company or
its subsidiaries that is non-recourse to the
Company."
(iv) The definition of "Indebtedness" shall be
amended by adding the following after the words
"production payment":
"(other than in respect of advance
payments or production payments received in the
ordinary course of business for hydrocarbons which
must be delivered within 18 months after the date
of such payment)".
(v) The definition of "Majority Banks" shall be
amended by deleting the proviso thereto in its
entirety.
(vi) The definition of "Other Credit Agreement" shall
be amended by replacing the amount "$125,000,000" with
the amount "$175,000,000".
(b) Article II shall be amended as follows:
(i) Section 2.01 (b) shall be amended by replacing
"2.22" with "2.21".
(ii) Section 2.05 (a) shall be amended by deleting
"(a)" on the first line and deleting subsection (b) in its
entirety.
(iii) Section 2.06 shall be amended by
replacing "2.20" with "2.19" each time it appears.
(iv) Section 2.07 shall be amended by deleting
subsection (b) in its entirety, re-lettering subsection
"(c)" as subsection "(b)" and replacing "2.20" with
"2.19".
(v) Section 2.11 shall be amended by replacing "2.20"
with "2.19" each time it appears.
(vi) Section 2.12 shall be amended by
replacing "2.22" with "2.21".
(vii) Section 2.13 shall be amended by replacing
"2.22" with "2.21" each time it appears.
(viii) Section 2.16 shall be deleted in its entirety
and each remaining section in Article II shall be
renumbered accordingly.
(ix) Section 2.17 (renumbered) shall be amended by
replacing "2.22" with "2.21" each time it appears.
(x) Section 2.21 (renumbered) shall be amended by
replacing "2.21" with "2.20".
(c) Article III shall be amended by deleting Section
3.01(g) in its entirety.
(d) Article IV shall be amended as follows:
(i) Section 4.01(b) shall be deleted in its entirety
and each remaining subsection in Article IV shall be re-
lettered accordingly.
(ii) Subsection 4.01(g) (re-lettered) "Notice of
Disposition of Property" shall be deleted in its
entirety and replaced by the following:
"(g) Indebtedness to Capitalization Ratio.
At the end of each calendar quarter,
Consolidated Indebtedness divided by Total
Capital shall not exceed 60%. For purposes
of this provision "Total Capital" is equal to
the sum of Consolidated Stockholders' Equity,
exclusive of the effect of any noncash
writedowns made subsequent to the date
hereof, plus Consolidated Indebtedness, each
at such time."
(e) Article V shall be amended as follows:
(i) Section 5.01(f) shall be amended by adding the
word "and" at the end of clause (ii), deleting the
word "and" at the end of clause (iii) replacing
the semicolon at the end of clause (iii) with a
period and deleting clause (iv) in its entirety.
(ii) Section 5.02 shall be amended by replacing "(iv)"
with "(iii)".
(f) Article VII shall be amended by deleting all reference
to "Determining Bank".
(g) Article VIII shall be amended as follows:
(i) Section 8.01 shall be amended by deleting the
words "and 75%".
(ii) Section 8.05 shall be amended by replacing
"2.20" with "2.19".
(iii) Section 8.06 (b) shall be amended by
replacing "2.20" with "2.19".
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
Kansas, Louisiana, Oklahoma and Texas;
(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,
subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and
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:
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
NATIONSBANK OF TEXAS, N.A.
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
CITIBANK, N.A.
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
THE FIRST NATIONAL BANK OF CHICAGO.
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
MELLON BANK, N.A.
By:
Title:
Domestic Lending Office and Address
for Notices
Eurodollar Lending Office:
UNION BANK OF SWITZERLAND
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
BANK OF MONTREAL
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
THE CHASE MANHATTAN BANK, as Agent
By:
Title:
FOURTH AMENDMENT TO 364-DAY CREDIT AGREEMENT
Amendment, dated as of April 17, 1998, 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, dated as of May 23, 1995, Second
Amendment, dated as of May 21, 1996 and Third Amendment, dated
June 13, 1997, 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
April 17, 1998 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 definitions of "Available Borrowing Base",
"Borrowing Base", "Determining Banks", "Engineer's
Opinion", "Independent Engineer", "Mineral Interests",
"Net Proceeds" and "Proved Reserves" shall be deleted
in their entirety.
(ii) 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 $ 24,500,000.00 14.000%
Morgan Guaranty Trust Company
of New York $ 19,468,750.00 11.125%
NationsBank of Texas, N.A. $ 19,468,750.00 11.125%
Bank of America National Trust
and Savings Association $ 18,812,500.00 10.750%
Citibank, N.A. $ 18,812,500.00 10.750%
The First National Bank
of Chicago $ 18,812,500.00 10.750%
Mellon Bank, N.A. $ 18,812,500.00 10.750%
Union Bank of Switzerland $ 18,812,500.00 10.750%
Bank of Montreal $ 17,500,000.00 10.000%
TOTAL $175,000,000.00 100.000%"
(iii) A new definition of "Consolidated
Indebtedness" shall be added following the definition
of "Commitment Fee Rate", to read in its entirety as
follows:
"'Consolidated Indebtedness' means,
at any time, the Indebtedness of the Company and
its subsidiaries, determined on a consolidated
basis as of such time in accordance with generally
accepted accounting principles, as such principles
are in effect on the date of this Agreement,
excluding any such Indebtedness of the Company or
its subsidiaries that is non-recourse to the
Company."
(iv) The definition of "Indebtedness" shall
be amended by adding the following after the words
"production payment":
"(other than in respect of advance
payments or production payments received in the
ordinary course of business for hydrocarbons which
must be delivered within 18 months after the date
of such payment)"
(v) The definition of "Majority Banks" shall be
amended by deleting the proviso thereto in its
entirety.
(vi) The definition of "Termination Date" shall be
amended by replacing the date "June 11, 1998" with the
date "April 15, 1999".
(b) Article II shall be amended as follows:
(i) Section 2.01 (b) shall be amended by replacing
"2.22" with "2.21".
(ii) Section 2.05 (a) shall be amended by deleting
"(a)" on the first line and deleting subsection (b) in its
entirety.
(iii) Section 2.06 shall be amended by
replacing "2.20" with "2.19" each time it appears.
(iv) Section 2.07 shall be amended by deleting
subsection (b) in its entirety, relettering subsection
"(c)" as subsection "(b)" and replacing "2.20" with
"2.19".
(v) Section 2.11 shall be amended by replacing "2.20"
with "2.19" each time it appears.
(vi) Section 2.12 shall be amended by replacing "2.22"
with "2.21"
(vii) Section 2.13 shall be amended by replacing
"2.22" with "2.21" each time it appears.
(viii) Section 2.16 shall be deleted in its entirety
and each remaining section in Article II shall be
renumbered accordingly.
(ix) Section 2.17 (renumbered) shall be amended by
replacing "2.22" with "2.21" each time it appears.
(x) Section 2.21 (renumbered) shall be amended by
replacing "2.21" with "2.20".
(c) Article III shall be amended by deleting Section
3.01(g) in its entirety.
(d) Article IV shall be amended as follows:
(i) Section 4.01(b) shall be deleted in its entirety
and each remaining subsection in Article IV shall be re-
lettered accordingly.
(ii) Subsection 4.01(g) (relettered) "Notice of
Disposition of Property" shall be deleted in its
entirety and replaced by the following:
"(g) Indebtedness to Capitalization Ratio.
At the end of each calendar quarter, Consolidated
Indebtedness divided by Total Capital shall not
exceed 60%. For purposes of this provision "Total
Capital" is equal to the sum of Consolidated
Stockholders' Equity, exclusive of the effect of
any noncash writedowns made subsequent to the date
hereof, plus Consolidated Indebtedness, each at
such time."
(e) Article V shall be amended as follows:
(i) Section 5.01(f) shall be amended by adding the
word "and" at the end of clause (ii), deleting the
word "and" at the end of clause (iii), replacing
the semicolon at the end of clause (iii) with a
period and deleting clause (iv) in its entirety.
(ii) Section 5.02 shall be amended by replacing "(iv)"
with "(iii)".
(f) Article VII shall be amended by deleting all reference
to "Determining Bank".
(g) Article VIII shall be amended as follows:
(i) Section 8.01 shall be amended by deleting the
words "and 75%".
(ii) Section 8.05 shall be amended by replacing
"2.20" with "2.19".
(iii) Section 8.06 (b) shall be amended by
replacing "2.20" with "2.19".
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
Kansas, Louisiana, Oklahoma and Texas;
(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,
subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and
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:
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
NATIONSBANK OF TEXAS, N.A.
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
CITIBANK, N.A.
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
MELLON BANK, N.A.
By:
Title:
Domestic Lending Office and Address
for Notices
Eurodollar Lending Office:
UNION BANK OF SWITZERLAND
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
BANK OF MONTREAL
By:
Title:
Domestic Lending Office and Address
for Notices:
Eurodollar Lending Office:
THE CHASE MANHATTAN BANK, as Agent
By:
Title: