First Amendment to Revolving Credit Agreement

EX-10.14 7 h50183a1exv10w14.htm FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT exv10w14

Exhibit 10.14

FIRST AMENDMENT
TO
US$750,000,000 REVOLVING CREDIT AGREEMENT

Effective as of August 1, 2006

among
ANADARKO PETROLEUM CORPORATION,
As US Borrower and Guarantor,

ANADARKO CANADA CORPORATION,
As Canadian Borrower,

JPMORGAN CHASE BANK, N.A.,
As US Administrative Agent,

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
As Canadian Administrative Agent,

ABN AMRO BANK N.V.,
and
DEUTSCHE BANK AG NEW YORK BRANCH,
As Co-Syndication Agents,

BMO CAPITAL MARKETS FINANCING, INC.,
formerly Harris Nesbitt Financing, Inc.,
and
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
formerly known as Credit Suisse First Boston,
acting through its Cayman Island Branch,
As Co-Document Agents,

and

THE LENDERS SIGNATORY HERETO
ARRANGED BY J.P. MORGAN SECURITIES INC.,
Sole Lead Arranger

FIRST AMENDMENT TO
US$750,000,000 REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT TO US$750,000,000 REVOLVING CREDIT AGREEMENT (this “First Amendment”) dated as of August 1, 2006, is among ANADARKO PETROLEUM CORPORATION, a corporation organized under the laws of the State of Delaware (the “US Borrower”, and in its capacity as guarantor of the Canadian Borrower, the “Guarantor”), ANADARKO CANADA CORPORATION, a corporation governed by the laws of the Province of Alberta, Canada (the “Canadian Borrower, and together with the US Borrower, the “Borrowers”), JPMORGAN CHASE BANK, N.A., individually and as US administrative agent (herein, together with its successors in such capacity, the “US Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually and as Canadian administrative agent (herein, together with its successors in such capacity, the “Canadian Administrative Agent”), ABN AMRO BANK N.V. and DEUTSCHE BANK AG NEW YORK BRANCH, as co-syndication agents (herein, the “Syndication Agents”), BMO CAPITAL MARKETS FINANCING, INC., formerly known as Harris Nesbitt Financing, Inc., and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, formerly known as Credit Suisse First Boston, acting through its Cayman Island Branch, as co-document agents (herein, the “Document Agents”), and each of the Lenders that is a signatory or which becomes a signatory to the hereinafter defined Credit Agreement (individually, together with its successors and assigns, a “Lender” and collectively, the “Lenders”).

RECITALS

A. The Borrowers, the Guarantor, the US Administrative Agent, the Canadian Administrative Agent and the Lenders are parties to that certain US$750,000,000 Revolving Credit Agreement dated as of September 1, 2004 (the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrowers.

B. The Borrowers, the Guarantor, the US Administrative Agent, the Canadian Administrative Agent and the Lenders agree that the Canadian Borrower will cease to be a Borrower upon completion of but not prior to the sale of the Canadian Borrower.

C. The Borrowers have requested and the Lenders have agreed to amend certain provisions of the Credit Agreement.

D. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Section 1.01.

(a) The definition of “Agreement” is hereby amended in its entirety to read as follows:

“Agreement” — this Revolving Credit Agreement, as amended by the First Amendment, and as the same may be further amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

(b) The definition of “Issuing Bank” is hereby amended in its entirety to read as follows:

“Issuing Bank” — (a) with respect to the US Tranche Commitment and the US Borrower (i) JPMorgan Chase Bank and, (ii) from and after the KMG Effective Time and solely with respect to the KMG Letters of Credit, each of the issuers thereof as set forth on Schedule IV attached to the First Amendment under the heading “Original Issuing Bank”, and (b) with respect to the Canadian Tranche Commitment and the Canadian Borrower, one of the Canadian Tranche Lenders designated by the Canadian Borrower, with the consent of such Lender and the Canadian Administrative Agent. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit requested by the Applicable Borrower in accordance with this Agreement to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Letter of Credit” — (a) each of the Existing Letters of Credit, (b) from and after the KMG Effective Time, each of the KMG Letters of Credit, and (c) any letter of credit issued after the Effective Date pursuant to this Agreement.

(d) The following definitions are hereby added to Section 1.01, where alphabetically appropriate, to read as follows:

“First Amendment” - the First Amendment to US$750,000,000 Revolving Credit Agreement dated effective as of August 1, 2006, among the Borrowers, the Administrative Agent, the Lenders and the Issuing Banks.

“KMG Effective Time” — the time at which the US Administrative Agent shall have received a certificate from an officer of the US Borrower certifying that (a) the KMG Merger is being concurrently consummated and (b) attached thereto is a true and duly completed and executed copy of the certificate of merger to be filed with the Secretary of State of the State of Delaware in connection with the Kerr-McGee Merger.

“KMG Letters of Credit” — the letters of credit listed on Schedule IV attached to the First Amendment.

“KMG Merger” means the merger of APC Acquisition Sub, Inc, a wholly-owned subsidiary of the US Borrower, and Kerr-McGee Corporation pursuant to the Agreement and Plan of Merger dated as of June 22, 2006, among the US Borrower, APC Acquisition Sub, Inc. and Kerr-McGee Corporation.

2. Amendment to Section 2.05(c). Effective at the KMG Effective Time, Section 2.05(c) of the Credit Agreement is hereby amended in its entirety to read as follows:

(c) Each Letter of Credit shall expire at or prior to the close of business on the date selected by the Requesting Borrower, which shall not be later than the earlier of (i) the date one year after the date of the issuance of such Letter of Credit, other than in the case of a KMG Letter of Credit, which may expire on a date more than one year after the date of its issuance (or, in the case of any renewal or extension of such Letter of Credit, including a KMG Letter of Credit, one year after such renewal or extension), and (ii) the date that is five (5) Business Days prior to the Maturity Date.

3. Amendment to Section 5.02. Effective at the KMG Effective Time, Section 5.02 of the Credit Agreement is hereby amended in its entirety to read as follows:

Section 5.02 Indebtedness to Capitalization Ratio. At the end of each calendar quarter through and including the calendar quarter ending September 30, 2007, Consolidated Indebtedness divided by Total Capital shall not exceed 75%. At the end of each calendar quarter thereafter, 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.

4. Addition to ARTICLE IX Miscellaneous. ARTICLE IX of the Credit Agreement is hereby amended and supplemented by adding thereto a new section, to be Section 9.14, to read in its entirety as follows:

Section 9.14. Partial Releases. Upon (a) the completion of and not prior to the sale of all of the ownership interests in the Canadian Borrower, (b) the payment in full of all Canadian Tranche Revolving Credit Exposure outstanding on the date such sale is completed (or, with respect to any Canadian LC Exposure or BA Exposure outstanding on such date, the deposit of cash collateral pursuant to Sections 2.05(j) and 2.24(j), respectively), together with accrued and unpaid interest thereon and all other amounts payable to the Canadian Tranche Lenders and the Canadian Administrative Agent hereunder accrued to such date (if any), and (c) the prior written request of the US Borrower, and at the US Borrower’s sole expense, the Canadian Borrower shall cease to be a Borrower under this Agreement and the Canadian Tranche Commitments shall be terminated, at which point the Canadian Borrower and the Canadian Administrative Agent shall be released from their obligations hereunder, no event or circumstance with respect to the Canadian Borrower shall constitute a Default or Event of Default, and the US Borrower shall no longer serve as Guarantor.

5. Amendment to “Change of Control” Definition. Upon the release of the Canadian Borrower pursuant to Section 9.14 of the Credit Agreement, as amended hereby, the definition of “Change of Control” shall be amended to delete subclause (c) of that definition such that the sale of the Canadian Borrower shall not constitute a Change of Control. For the sake of clarity, the sale by the US Borrower of all of the ownership interests in the Canadian Borrower shall not constitute a Default or Event of Default.

6. KMG Letters of Credit. The parties hereto hereby acknowledge and agree that each of the KMG Letters of Credit shall, from and after the KMG Effective Time, constitute Letters of Credit issued under the Credit Agreement, as amended hereby. Furthermore, the parties hereto hereby acknowledge and agree that each of the issuers of the KMG Letters of Credit shall, from and after the KMG Effective Time, be an Issuing Bank under the Credit Agreement, as amended hereby, for purposes of the KMG Letters of Credit, and as such, shall have all of the rights, benefits and obligations of an Issuing Bank under the Credit Agreement, as amended hereby, with respect to the KMG Letters of Credit.

7. Conditions Precedent. This First Amendment shall become effective as of the date first set forth above when each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):

(a) The US Administrative Agent shall have received from the Majority Lenders, the Administrative Agents, each Issuing Bank and the Borrowers, counterparts (in such number as may be requested by the US Administrative Agent) of this First Amendment executed on behalf of such Persons (or, in the case of any such Person as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such Person of the execution of a counterpart hereof by such Person).

(b) Both before and after giving effect to the terms of this First Amendment (i) the representations and warranties contained in ARTICLE III of the Credit Agreement are true and accurate on and as of the date hereof as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date), and (ii) no Default has occurred which is continuing. By executing and delivering this First Amendment, the Borrowers hereby represent and warrant to the Administrative Agents, the Lenders and each Issuing Bank that the conditions precedent set forth in the clauses (i) and (ii) of this paragraph (b) have been satisfied.

(c) The US Administrative Agent shall have received such other documents as the US Administrative Agent or special counsel to the US Administrative Agent may reasonably request.

8. Miscellaneous.

(a) The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

(b) This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

(c) This First Amendment, the Credit Agreement, as amended hereby, and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

(d) THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(e) This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS THEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.


US BORROWER:	ANADARKO PETROLEUM CORPORATION, as US Borrower
	By:	/s/ Robert G. Gwin
		Name:	Robert G. Gwin
		Title:	Vice President and Treasurer


GUARANTOR:	ANADARKO PETROLEUM CORPORATION, as Guarantor
	By:	/s/ Robert G. Gwin
		Name:	Robert G. Gwin
		Title:	Vice President and Treasurer