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EXHIBIT 4(f)
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
Amendment, dated as of May 21, 1996, 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 CHEMICAL 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, 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 May 21, 1996
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 following definition shall be added after the definition
of "Business Day":
" 'CD Margin' means a rate per annum determined in
accordance with the Pricing Schedule."
(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
---- ------------ -------------
Chemical Bank.............................. $ 30,000,000 12.0%
Morgan Guaranty Trust Company of New York.. 25,000,000 10.0
NationsBank of Texas, N.A.................. 25,000,000 10.0
ABN AMRO Bank N.V.......................... 21,250,000 8.5
Bank of America, Illinois.................. 21,250,000 8.5
Bank of Montreal........................... 21,250,000 8.5
The Bank of New York....................... 21,250,000 8.5
Credit Lyonnais Cayman Island Branch....... 21,250,000 8.5
Credit Suisse.............................. 21,250,000 8.5
The First National Bank of Chicago......... 21,250,000 8.5
Mellon Bank, N.A........................... 21,250,000 8.5
------------ -----
Total............................ $250,000,000 100.0%"
(v) The following definition shall be added after the definition
of "Commitment":
" 'Commitment Fee Rate' means a rate per annum determined in
accordance with the Pricing Schedule."
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(vi) The definition of "Determining Bank" shall be amended by
replacing "The Chase Manhattan Bank, National Association" with
"NationsBank of Texas, N.A.".
(vii) The following definition shall be added after the
definition of "Eurodollar Loans":
" 'Eurodollar Margin' means a rate per annum determined in
accordance with the Pricing Schedule."
(viii) The following definition shall be added after the
definition of "Person":
" 'Pricing Schedule' means the Schedule attached hereto and
identified as such."
(ix) The definition of "Termination Date" shall be amended by
replacing the date "June 30, 2000" with the date "June 30, 2001".
(b) Subsection (a) of Section 2.04 shall be replaced in its
entirety by the following:
"(a) Subject to subsection (b) of this Section, the Company
agrees to pay to the Agent for the account of each Bank a
commitment fee from the Effective Date to, but not including,
the Termination Date or such earlier date upon which the
Commitments shall terminate or be reduced to zero pursuant to
Section 2.05 or 6.01, computed at the Commitment Fee Rate
(determined daily in accordance with the Pricing Schedule) on
the daily unused portion of the Commitments."
(c) Section 2.09 shall be amended as follows:
(i) subsection (a) shall be amended be replacing "37.50/100 of
1%" with the words "the Eurodollar Margin for such day."
(ii) subsection (c) shall be amended by replacing "50/100 of 1%"
with the words "the CD Margin for such day."
(iii) subsections (f) and (g) shall be deleted in their
entirety.
(d) A Pricing Schedule in the form of Exhibit A hereto shall be
added to the Agreement immediately following the signature pages
thereof.
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;
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(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
----------------------------------
Title: Vice President and Treasurer
CHEMICAL BANK
By
----------------------------------
Title
-------------------------------
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
----------------------------------
Title
-------------------------------
NATIONSBANK OF TEXAS, N.A.
By
----------------------------------
Title
-------------------------------
ABN AMRO BANK N.V.
By
----------------------------------
Title
-------------------------------
THE BANK OF AMERICA, ILLINOIS
By
----------------------------------
Title
-------------------------------
BANK OF MONTREAL
By
----------------------------------
Title
-------------------------------
THE BANK OF NEW YORK
By
----------------------------------
Title
-------------------------------
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By
----------------------------------
Title
-------------------------------
CREDIT SUISSE
By
----------------------------------
Title
-------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By
----------------------------------
Title
-------------------------------
MELLON BANK, N.A.
By
----------------------------------
Title
-------------------------------
CHEMICAL BANK, as Agent
By
----------------------------------
Title
-------------------------------
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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
--------------- --------------- --------------- --------------- ---------------
Eurodollar Margin 30/100 of 1% 32.5/100 of 1% 37.5/100 of 1% 45/100 of 1% 75/100 of 1%
CD Margin 42.5/100 of 1% 45/100 of 1% 50/100 of 1% 57.5/100 of 1% 87.5/100 of 1%
Commitment Fee Rate 12.5/100 of 1% 12.5/100 of 1% 15/100 of 1% 17.5/100 of 1% 25/100 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 or Level V 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 A3 or higher by Moodys.
"Level II" 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 III" 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 IV" 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 V" exists at any date if, at such date, the Company's long-term
debt is rated below BBB- by S&P or below Baa3 by Moodys.
In the event a rating is not available from either Moodys or S&P, such
rating agency will be deemed to have assigned its lowest rating.
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.
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SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT
Second Amendment, dated as of May 21, 1996, 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
CHEMICAL 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, 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 May 21, 1996
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 following definition shall be added after the definition
of "Business Day":
" 'CD Margin' means a rate per annum determined in
accordance with the Pricing Schedule."
(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
---- ------------ -------------
Chemical Bank $ 18,000,000 12.0%
Morgan Guaranty Trust Company
of New York 15,000,000 10.0
NationsBank of Texas, N.A. 15,000,000 10.0
ABN AMRO Bank N.V. 12,750,000 8.5
Bank of America, Illinois 12,750,000 8.5
Bank of Montreal 12,750,000 8.5
The Bank of New York 12,750,000 8.5
Credit Lyonnais Cayman Island Branch 12,750,000 8.5
Credit Suisse 12,750,000 8.5
The First National Bank of Chicago 12,750,000 8.5
Mellon Bank, N.A. 12,750,000 8.5
------------ ------
Total $150,000,000 100.0%
(v) The following definition shall be added after the definition
of "Commitment":
" 'Commitment Fee Rate' means a rate per annum determined in
accordance with the Pricing Schedule."
(vi) The definition of "Determining Bank" shall be amended by
replacing "The Chase Manhattan Bank, National Association" with
"NationsBank of Texas, N.A.".
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(vii) The following definition shall be added after the
definition of "Eurodollar Loans":
" 'Eurodollar Margin' means a rate per annum determined in
accordance with the Pricing Schedule."
(viii) The following definition shall be added after the
definition of "Person":
" 'Pricing Schedule' means the Schedule attached hereto and
identified as such."
(ix) The definition of "Termination Date" shall be amended by
replacing the date "May 21, 1996" with the date "May 20, 1997" and
the date "June 30, 2000" with the date "June 30, 2001".
(b) Subsection (a) of Section 2.04 shall be replaced in its
entirety by the following:
"(a) Subject to subsection (b) of this Section, the Company
agrees to pay to the Agent for the account of each Bank a
commitment fee from the Effective Date to, but not including ,
the Termination Date or such earlier date upon which the
Commitments shall terminate or be reduced to zero pursuant to
Section 2.05 or 6.01, computed at the Commitment Fee Rate
(determined daily in accordance with the Pricing Schedule) on
the daily unused portion of the Commitments."
(c) Section 2.09 shall be amended as follows:
(i) subsection (a) shall be amended be replacing "37.50/100 of
1%" with the words "the Eurodollar Margin for such day."
(ii) subsection (c) shall be amended by replacing "50/100 of 1%"
with the words "the CD Margin for such day."
(iii) subsections (f) and (g) shall be deleted in their
entirety.
(d) A Pricing Schedule in the form of Exhibit A hereto shall be
added to the Agreement immediately following the signature pages
thereof.
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;
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(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.
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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
-------------------------------
CHEMICAL BANK
By
----------------------------------
Title
-------------------------------
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
----------------------------------
Title
-------------------------------
NATIONSBANK OF TEXAS, N.A.
By
----------------------------------
Title
-------------------------------
ABN AMRO BANK N.V.
By
----------------------------------
Title
-------------------------------
THE BANK OF AMERICA, ILLINOIS
By
----------------------------------
Title
-------------------------------
BANK OF MONTREAL
By
----------------------------------
Title
-------------------------------
THE BANK OF NEW YORK
By
----------------------------------
Title
-------------------------------
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By
----------------------------------
Title
-------------------------------
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10
CREDIT SUISSE
By
----------------------------------
Title
-------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By
----------------------------------
Title
-------------------------------
MELLON BANK, N.A.
By
----------------------------------
Title
-------------------------------
CHEMICAL BANK, as Agent
By
----------------------------------
Title
-------------------------------
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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
-------------- -------------- -------------- -------------- --------------
Eurodollar Margin 30/100 of 1% 32.5/100 of 1% 37.5/100 of 1% 45/100 of 1% 75/100 of 1%
CD Margin 42.5/100 of 1% 45/100 of 1% 50/100 of 1% 57.5/100 of 1% 87.5/100 of 1%
Commitment Fee Rate 10/100 of 1% 10/100 of 1% 10/100 of 1% 10/100 of 1% 10/100 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 or Level V 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 A3 or higher by Moodys.
"Level II" exists at any date if, at such date, the Company's
long-term debt is rated BBB+ S&P or Baa1 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 Baa2 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 Baa3 by Moodys.
"Level V" exists at any date if, at such date, the Company's long-term
debt is rated below BBB- by S&P or below Baa3 by Moodys.
In the event a rating is not available from either Moodys or S&P, such
rating agency will be deemed to have assigned its lowest rating.
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.
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