UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported: January 12, 2018
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-8968 | 76-0146568 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices)
Registrants telephone number, including area code (832) 636-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On January 12, 2018, Anadarko Petroleum Corporation (Anadarko) entered into a Third Amendment and Maturity Extension Agreement (the Five-Year Credit Agreement Amendment), with JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent, and the lenders party thereto from time to time. The Five-Year Credit Agreement Amendment amends that certain Revolving Credit Agreement dated as of June 17, 2014, among Anadarko, as borrower, JPMorgan, as administrative agent, and the additional lenders party thereto (as previously amended, the Five-Year Credit Agreement).
Among other things, the Five-Year Credit Agreement Amendment (i) extends the Maturity Date, as defined in the Five-Year Credit Agreement, from January 23, 2021 to January 23, 2022, (ii) adds customary language to reflect European Union bail-in directive compliance language and other customary market updates, and (iii) reflects the assignment and reallocation of commitments among Continuing Lenders, Exiting Lenders and New Lenders, each as defined in the Five-Year Credit Agreement Amendment.
Also on January 12, 2018, Anadarko entered into a Second Amendment to 364-Day Revolving Credit Agreement (the 364-Day Credit Agreement Amendment, and together with the Five-Year Credit Agreement Amendment, the Amendments) with JPMorgan, as administrative agent, and the additional lenders party thereto from time to time. The 364-Day Credit Agreement Amendment amends that certain 364-Day Revolving Credit Agreement, dated as of January 19, 2016, among Anadarko, as borrower, JPMorgan, as administrative agent, and the additional lenders party thereto (as previously amended, the 364-Day Credit Agreement).
Among other things, the 364-Day Credit Agreement Amendment (i) extends the Maturity Date, as defined in the 364-Day Credit Agreement, from January 12, 2018 to January 11, 2019, (ii) revises the definition of Total Capital to conform to the definition of Total Capital used in the Five-Year Credit Agreement, and (iii) reflects the assignment and reallocation of commitments among Continuing Lenders, Exiting Lenders and New Lenders, each as defined in the 364-Day Credit Agreement Amendment.
Affiliates of JPMorgan and certain of the additional lenders have provided, and may in the future provide, investment and commercial banking and financial advisory services to Anadarko and its affiliates in the ordinary course of business, for which such affiliates have received and may continue to receive customary fees and commissions.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 16, 2018
ANADARKO PETROLEUM CORPORATION | ||||||
(Registrant) | ||||||
By: |
/s/ Amanda M. McMillian |
|||||
Amanda M. McMillian | ||||||
Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
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Exhibit 10.1
Execution Version
THIS THIRD AMENDMENT AND MATURITY EXTENSION AGREEMENT (this Agreement ) dated as of January 12, 2018 is among ANADARKO PETROLEUM CORPORATION (the Borrower ), JPMORGAN CHASE BANK , N.A. , as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent ) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders ); each of the existing Lenders under the Credit Agreement and signatory hereto that shall continue to be a Lender thereunder pursuant to the terms of Section 1 hereof (each, a Continuing Lender ); BNP Paribas, DNB Capital LLC and UBS AG, Stamford Branch (each, an Exiting Lender ; and each Exiting Lender and each Continuing Lender, each, an Existing Lender ); and ABN AMRO Capital USA LLC, Canadian Imperial Bank of Commerce, New York Branch and HSBC Bank USA, N.A. (each, a New Lender ). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.
R E C I T A L S
A. The Borrower, the Administrative Agent and the Lenders party thereto are parties to that certain Revolving Credit Agreement dated as of June 17, 2014 (as heretofore amended, supplemented or otherwise modified, the Credit Agreement ), pursuant to which the Lenders have made certain loans to and extensions of credit for the account of the Borrower.
B. The Borrower has heretofore requested pursuant to Section 2.18 of the Credit Agreement that the Maturity Date be extended by one year from January 23, 2021 to January 23, 2022 (the Maturity Extension ).
C. The Borrower, the Administrative Agent, each Continuing Lender and each New Lender party hereto have agreed, pursuant to Section 9.02(b) of the Credit Agreement, to make certain amendments to the Credit Agreement (the Amendments ), in each case, as more fully set forth herein.
D. NOW, THEREFORE, in consideration of the premises 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:
SECTION 1. Assignment and Reallocation of Commitments . Effective as of the Effective Date (as defined in Section 4 hereof), each Existing Lender has, in consultation with the Borrower, agreed to (i) reallocate its respective Commitment, (ii) allow each Exiting Lender to sell and assign its Commitments and Loans under the Credit Agreement and (iii) allow each New Lender to become a party to the Credit Agreement as a Lender by acquiring an interest in the total Commitments (the Assignment and Reallocation ). On the Effective Date, and after giving effect to the Assignment and Reallocation, (a) the Commitment of each Lender (including each New Lender) shall be as set forth on Annex I attached to this Agreement, which Annex I amends and restates Annex I to the Credit Agreement in its entirety (and for the avoidance of doubt, the Commitment of each Exiting Lender shall be $0); and (b) (i) each Exiting Lender shall cease to be a Lender for all purposes under the Credit Agreement and the other Loan Documents and (ii) each New Lender shall become a party to the Credit Agreement, as amended by this Agreement, as a Lender, and shall have all of the rights and obligations of a Lender under the Credit Agreement, as amended by this Agreement, and the other Loan Documents. Each of the Administrative Agent, each Existing Lender (including each Exiting Lender), each Swingline Lender, each Issuing Bank, each New Lender and the Borrower hereby consents and agrees to the Assignment and Reallocation, including each New Lenders acquisition of an interest in the total Commitments and each Existing Lenders assignment of its Commitment to the extent effected by the Assignment and Reallocation. With respect to the Assignment and Reallocation, each Existing Lender shall be deemed to have sold and assigned its Commitment and Loans, and each Continuing Lender and
each New Lender shall be deemed to have acquired the Commitment and Loans allocated to it from each Existing Lender pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit B to the Credit Agreement (the Assignment Agreement ), as if each Existing Lender (including each Exiting Lender) and each New Lender had executed such Assignment Agreement with respect to the Assignment and Reallocation, pursuant to which (i) each Continuing Lender and each New Lender shall be an Assignee, (ii) each Existing Lender shall be an Assignor and (iii) the term Effective Date shall be the Effective Date as defined herein. Such Assignment and Reallocation shall be without recourse to each Existing Lender, and except as expressly provided in the Assignment Agreement, without representation or warranty by such Lender. On the Effective Date, the Administrative Agent shall take the actions specified in Section 9.04(b)(iv), including recording the Assignment and Reallocation described herein in the Register, and the Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding Section 9.04(b)(ii)(C), each New Lender shall not be required to pay a processing and recordation fee of $3,500 to the Administrative Agent in connection with the Assignment and Reallocation.
SECTION 2. Extension of Maturity Date . Effective as of the Effective Date, the Maturity Date applicable to each Continuing Lender and each New Lender party hereto shall be January 23, 2022. Each party hereto hereby waives any timing, notice or other similar requirement pursuant to Sections 2.18(a) of the Credit Agreement required in connection with the Maturity Extension.
SECTION 3. Amendments to Credit Agreement . From and after the Effective Date, the Credit Agreement is hereby amended as follows:
(a) Amendments to Cover Page . The cover page of the Credit Agreement is hereby amended by (i) replacing the reference to BANK OF AMERICA, N.A., CITIBANK, N.A., THE ROYAL BANK OF SCOTLAND PLC, AND THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents with BANK OF AMERICA, N.A., CITIBANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD., and SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agents and (ii) replacing the reference to J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., RBS SECURITIES INC. and THE BANK OF TOKYO MITSUBISHI UFJ, LTD., as Joint Lead Arrangers and Joint Bookrunners with JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., THE BANK OF TOKYO MITSUBISHI UFJ, LTD., THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD., and SG AMERICAS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners.
(b) Amendment to Preamble . The preamble of the Credit Agreement is hereby amended by replacing the reference to BANK OF AMERICA, N.A., CITIBANK, N.A., THE ROYAL BANK OF SCOTLAND PLC, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents with BANK OF AMERICA, N.A., CITIBANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD., and SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agents.
(c) Amendments to Section 1.01 .
(i) The definition of Alternate Base Rate is hereby amended by adding the following sentence at the end thereof: If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.17 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.
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(ii) Clause (d) of the definition of Defaulting Lender is hereby amended and restated in its entirety to read as follows: (d) that has, or has a Lender Parent that has, become the subject of a Bankruptcy Event or Bail-In Action, or .
(iii) Each of following definitions is hereby amended and restated in its entirety to read as follows:
Arrangers means JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporations or any of its subsidiaries investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), Citigroup Global Markets Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, Mizuho Bank, Ltd., and SG Americas Securities LLC, in their capacities as joint lead arrangers and joint bookrunners hereunder.
Co-Documentation Agents means Bank of America, N.A., Citibank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, Miuzho Bank, Ltd., and Société Générale, each in its capacity as a co-documentation agent for the Lenders hereunder, together with its successors in such capacity.
Issuing Bank means each of JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., Citibank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, Miuzho Bank, Ltd., and Société Générale, each in its capacity as an issuer of Letters of Credit hereunder, and any other Lender reasonably acceptable to the Administrative Agent that agrees to become an Issuing Bank hereto pursuant to the delivery of documentation in form and substance reasonably satisfactory to the Administrative Agent, and each successor in such capacity as provided in Section 2.05(i). An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit requested by the 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.
(iv) Each of the following definitions is hereby added to Section 1.01 where alphabetically appropriate to read as follows:
Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
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EEA Financial Institution means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
EU Bail-In Legislation Schedule means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Write-Down and Conversion Powers means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
(d) Amendment to Section 2.17 . Section 2.17 is hereby amended by adding the following as new clause (c) to read as follows:
(c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in
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accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(c), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective and (y) if any Borrowing Request requests a LIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
(e) Amendment to Section 9.02(b) . Section 9.02(b) is hereby amended by replacing the word Neither at the beginning thereof with the following phrase: Subject to Section 2.17(c), neither.
(f) Amendment to Section 9.04(c)(i) . Section 9.04(c)(i) is hereby amended by deleting the following phrase therein: will be delivered to the Borrower and the Administrative Agent)).
(g) Amendment to Article IX . Article IX is hereby amended by adding a new Section 9.16 to the end thereof to read as follows:
Section 9.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
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(h) Amendment to Schedule V . Schedule V is hereby amended and restated in its entirety in the form attached hereto as Schedule V.
SECTION 4. Effectiveness . This Agreement shall become effective on the date upon which each of the following conditions has been satisfied (the Effective Date ):
(a) The Administrative Agent shall have has received counterparts of this Agreement duly executed on behalf of each New Lender, each Existing Lender, each Swingline Lender, each Issuing Bank and the Borrower;
(b) The Borrower shall have delivered to the Administrative Agent, a certificate of the Borrower dated as of the Effective Date and executed by a responsible officer of the Borrower, (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the Maturity Extension and (ii) certifying that, (x) before and after giving effect to the Maturity Extension, the representations and warranties contained in Article III of the Credit Agreement are true and correct on and as of the Effective Date, except to the extent such representations and warranties specifically refer to an earlier date (in which case, the Borrower shall certify that the such representations and warranties were true and correct on and as of such earlier date), (y) before and after giving effect to the Maturity Extension and the Amendments, no Default or Event of Default exists or will exist, and (z) no Material Adverse Change has occurred or is continuing;
(c) The Administrative Agent, the Lenders and the Arrangers shall have received all fees and other amounts due and payable to each such Person (including, without limitation, the fees and expenses of Paul Hastings LLP, as counsel to the Administrative Agent) on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers pursuant to the Credit Agreement; and
(d) Each Exiting Lender shall have received all payments pursuant to the Credit Agreement (including payments of principal, interest, fees and other amounts) due and payable to such Exiting Lender as of the Effective Date after giving effect to Section 1 of this Agreement.
SECTION 5. Effect of Amendment .
(a) On and after the Effective Date, each reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Agreement.
(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, not constitute a waiver of any provision of any of the Loan Documents. On and after the Effective Date, this Agreement shall for all purposes constitute a Loan Document.
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SECTION 6. Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
SECTION 7. Governing Law; Jurisdiction . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
SECTION 8. Severability . In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
[ Signature Pages Follow ]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
ANADARKO PETROLEUM CORPORATION | ||
By: |
/s/ Michael C. Pearl |
|
Name: Michael C. Pearl | ||
Title: Vice President, Finance and Treasurer |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Administrative Agent, | ||||||||
Lender and Swingline Lender: | JPMORGAN CHASE BANK, N.A. | |||||||
By: |
/s/ Jeffrey C. Miller |
|||||||
Name: | Jeffrey C. Miller | |||||||
Title: | Vice President |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | WELLS FARGO BANK, NATIONAL ASSOCIATION | |||||
By: |
/s/ Borden Tennant |
|||||
Name: Borden Tennant | ||||||
Title: Vice President |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | BANK OF AMERICA, N.A. | |||||
By: |
/s/ Christopher DiBiase |
|||||
Name: Christopher DiBiase | ||||||
Title: Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | |||||
By: |
/s/ Stephen W. Warfel |
|||||
Name: Stephen W. Warfel | ||||||
Title: Managing Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | CITIBANK, N.A. | |||||
By: |
/s/ Maureen Maroney |
|||||
Name: Maureen Maroney | ||||||
Title: Vice President |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | THE BANK OF NOVA SCOTIA, HOUSTON BRANCH | |||||
By: |
/s/ Alan Dawson |
|||||
Name: Alan Dawson | ||||||
Title: Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | MIZUHO BANK, LTD. | |||||
By: |
/s/ Leon Mo |
|||||
Name: Leon Mo | ||||||
Title: Authorized Signatory |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | SOCIÉTÉ GÉNÉRALE | |||||
By: |
/s/ Diego Medina |
|||||
Name: Diego Medina | ||||||
Title: Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | BARCLAYS BANK PLC | |||||
By: |
/s/ Sydney G. Dennis |
|||||
Name: Sydney G. Dennis | ||||||
Title: Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | GOLDMAN SACHS BANK USA | |||||
By: |
/s/ Josh Rosenthal |
|||||
Name: Josh Rosenthal | ||||||
Title: Authorized Signatory |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK | |||||
By: |
/s/ David Gurghigian |
|||||
Name: David Gurghigian | ||||||
Title: Managing Director | ||||||
By: |
/s/ Michael D. Willis |
|||||
Name: Michael D. Willis | ||||||
Title: Managing Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | |||||
By: |
/s/ Nupur Kumar |
|||||
Name: Nupur Kumar | ||||||
Title: Authorized Signatory | ||||||
By: |
/s/ Andrew Griffin |
|||||
Name: Andrew Griffin | ||||||
Title: Authorized Signatory |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | DEUTSCHE BANK AG NEW YORK BRANCH | |||||
By: |
/s/ Ming K. Chu |
|||||
Name: Ming K. Chu | ||||||
Title: Director | ||||||
By: |
/s/ Virginia Cosenza |
|||||
Name: Virginia Cosenza | ||||||
Title: Vice President |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | STANDARD CHARTERED BANK | |||||
By: |
/s/ Daniel Mattern |
|||||
Name: Daniel Mattern | ||||||
Title: Associate Director Standard Chartered Bank |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | SUMITOMO MITSUI BANKING CORPORATION | |||||
By: |
/s/ Katsuyuki Kubo |
|||||
Name: Katsuyuki Kubo | ||||||
Title: Managing Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | MORGAN STANLEY BANK, N.A. | |||||
By: |
/s/ Julie Lilienfeld |
|||||
Name: Julie Lilienfeld | ||||||
Title: Authorized Signatory |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | THE STANDARD BANK OF SOUTH AFRICA LIMITED, ISLE OF MAN BRANCH | |||||
By: |
/s/ Pablo Gonzalez-Spahr |
|||||
Name: Pablo Gonzalez-Spahr | ||||||
Title: Executive |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Lender: | THE BANK OF NEW YORK MELLON | |||||
By: |
/s/ Christopher Olsen |
|||||
Name: Christopher Olsen | ||||||
Title: Vice President |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Exiting Lender: | BNP PARIBAS | |||||
By: |
/s/ Sriram Chandrasekaran |
|||||
Name: Sriram Chandrasekaran | ||||||
Title: Director | ||||||
By: |
/s/ Mark Renaud |
|||||
Name: Mark Renaud | ||||||
Title: Managing Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Exiting Lender: | UBS AG, STAMFORD BRANCH | |||||
By: |
/s/ Darlene Arias |
|||||
Name: Darlene Arias | ||||||
Title: Director | ||||||
By: |
/s/ Kenneth Chin |
|||||
Name: Kenneth Chin | ||||||
Title: Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
Exiting Lender: | DNB CAPITAL LLC | |||||
By: |
/s/ Kelton Glasscock |
|||||
Name: Kelton Glasscock | ||||||
Title: Senior Vice President | ||||||
By: |
/s/ Robert Dupree |
|||||
Name: Robert Dupree | ||||||
Title: Senior Vice President |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
New Lender: | ABN AMRO CAPITAL USA LLC | |||||
By: |
/s/ R. Bisscheroux |
|||||
Name: R. Bisscheroux |
||||||
Title: Director | ||||||
By: |
/s/ Darrell Holley |
|||||
Name: Darrell Holley | ||||||
Title: Managing Director |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
New Lender: | CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH | |||||
By: |
/s/ Trudy Nelson |
|||||
Name: Trudy Nelson | ||||||
Title: Authorized Signatory | ||||||
By: |
/s/ Donovan Broussard |
|||||
Name: Donovan Broussard | ||||||
Title: Authorized Signatory |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
New Lender: | HSBC BANK USA, N.A. | |||||
By: |
/s/ Benjamin Halperin |
|||||
Name: Benjamin Halperin | ||||||
Title: Managing Director | ||||||
Benjamin Halperin | ||||||
Authorized Signatory #21357 |
[Signature Page to Anadarko Amendment and Maturity Extension Agreement (5-Year Facility)]
ANNEX I
LIST OF COMMITMENTS
Lenders |
Commitment |
Percentage of
Commitment |
||||||
JPMorgan Chase Bank, N.A. |
$ | 174,000,000.00 | 5.800000000 | % | ||||
Wells Fargo Bank, National Association |
$ | 174,000,000.00 | 5.800000000 | % | ||||
Bank of America, N.A. |
$ | 174,000,000.00 | 5.800000000 | % | ||||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$ | 174,000,000.00 | 5.800000000 | % | ||||
The Bank of Nova Scotia, Houston Branch |
$ | 174,000,000.00 | 5.800000000 | % | ||||
Citibank, N.A. |
$ | 174,000,000.00 | 5.800000000 | % | ||||
Mizuho Bank, Ltd. |
$ | 174,000,000.00 | 5.800000000 | % | ||||
Société Générale |
$ | 174,000,000.00 | 5.800000000 | % | ||||
ABN AMRO Capital USA LLC |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Barclays Bank PLC |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Canadian Imperial Bank of Commerce, New York Branch |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Crédit Agricole Corporate and Investment Bank |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Credit Suisse AG, Cayman Islands Branch |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Deutsche Bank AG New York Branch |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Goldman Sachs Bank USA |
$ | 141,420,000.00 | 4.714000000 | % | ||||
HSBC Bank, N.A. |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Standard Chartered Bank |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Sumitomo Mitsui Banking Corporation |
$ | 141,420,000.00 | 4.714000000 | % | ||||
Morgan Stanley Bank, N.A. |
$ | 88,800,000.00 | 2.960000000 | % | ||||
The Standard Bank of South Africa Limited, Isle of Man Branch |
$ | 60,000,000.00 | 2.000000000 | % | ||||
The Bank of New York Mellon |
$ | 45,000,000.00 | 1.500000000 | % | ||||
|
|
|
|
|||||
TOTALS |
$ | 3,000,000,000.00 | 100.000000000 | % | ||||
|
|
|
|
SCHEDULE V
LC ISSUANCE LIMITS
Issuing Bank |
LC Issuance Limit | |||
JPMorgan Chase Bank, N.A. |
$ | 75,000,000 | ||
Wells Fargo Bank, National Association |
$ | 75,000,000 | ||
Bank of America, N.A. |
$ | 75,000,000 | ||
Citibank, N.A. |
$ | 75,000,000 | ||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$ | 75,000,000 | ||
The Bank of Nova Scotia |
$ | 75,000,000 | ||
Mizuho Bank, Ltd. |
$ | 75,000,000 | ||
Société Générale |
$ | 75,000,000 | ||
|
|
|||
TOTAL |
$ | 600,000,000 | ||
|
|
Schedule V
LC Issuance Limits
Exhibit 10.2
Execution Version
SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT
dated as of
January 12, 2018
among
ANADARKO PETROLEUM CORPORATION,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
and
The Lenders Party Hereto
SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this Second Amendment ) dated as of January 12, 2018, is among ANADARKO PETROLEUM CORPORATION , a Delaware corporation (the Borrower ); JPMORGAN CHASE BANK, N.A. , as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent ) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders ); each of the existing Lenders under the Credit Agreement and signatory hereto that shall continue to be a Lender thereunder pursuant to the terms of Section 3 hereof (each, a Continuing Lender ); BNP Paribas and UBS AG, Stamford Branch (each, an Exiting Lender ; and each Exiting Lender and each Continuing Lender, each, an Existing Lender ); and ABN AMRO Capital USA LLC, Canadian Imperial Bank of Commerce, New York Branch and HSBC Bank USA, N.A. (each, a New Lender ).
R E C I T A L S
A. The Borrower, the Administrative Agent and the Lenders are parties to that certain 364-Day Revolving Credit Agreement dated as of January 19, 2016 (as amended, modified, supplemented or restated from time to time, the Credit Agreement ).
B. The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises 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:
Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all references to Sections in this Second Amendment refer to Sections of the Credit Agreement.
Section 2. Amendments to Credit Agreement .
2.1 Amendments to Cover Page . The cover page of the Credit Agreement is hereby amended by (i) replacing the reference to BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIBANK, N.A., and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents with BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIBANK, N.A., THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD., and SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agents and (ii) replacing the reference to J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, THE BANK OF TOKYO MITSUBISHI UFJ, LTD., CITIGROUP GLOBAL MARKETS INC., and THE BANK OF NOVA SCOTIA, as Joint Lead Arrangers and Joint Bookrunners with JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, THE BANK OF TOKYO MITSUBISHI UFJ, LTD., CITIGROUP GLOBAL MARKETS INC., THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD., and SG AMERICAS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners.
2.2 Amendment to Preamble . The introductory paragraph of the Credit Agreement is hereby amended by replacing the reference to BANK OF AMERICA, N.A., THE BANK
OF TOKYO MITSUBISHI UFJ, LTD., CITIBANK, N.A., and THE BANK OF NOVA SCOTIA, as Co Documentation Agents with BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIBANK, N.A., THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD., and SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agents.
2.3 Amendments to Section 1.01 .
(a) Each of following definitions is hereby amended and restated in its entirety to read as follows:
Arrangers means JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporations or any of its subsidiaries investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citigroup Global Markets Inc., The Bank of Nova Scotia, Mizuho Bank, Ltd., and SG Americas Securities LLC, in their capacities as joint lead arrangers and joint bookrunners hereunder.
Co-Documentation Agents means Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank, N.A., The Bank of Nova Scotia, Miuzho Bank, Ltd., and Société Générale, each in its capacity as a co-documentation agent for the Lenders hereunder, together with its successors in such capacity.
Information Memorandum means the Confidential Information Memorandum dated November 2017 relating to the Borrower and the Transactions
Maturity Date means January 11, 2019.
Material Adverse Change means any change occurring since December 31, 2016, in the consolidated financial position or results of operations of the Borrower and its Subsidiaries taken as a whole that has had or could reasonably be expected to have the effect of preventing the Borrower from carrying on its business or from meeting its current and anticipated obligations on a timely basis.
(b) The following definition is hereby added to Section 1.01 where alphabetically appropriate to read as follows:
Second Amendment Effective Date means January 12, 2018.
2.4 Amendment to Section 3.01(e) . Section 3.01(e) is hereby amended and restated in its entirety to read as follows:
(e) The consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of December 31, 2014, December 31, 2015 and December 31, 2016, and the related consolidated statements of income, stockholders equity
2
and cash flows for each of the years in the three-year period ended December 31, 2016, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of December 31, 2014, December 31, 2015 and December 31, 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with GAAP applied on a consistent basis.
2.5 Amendment to Section 3.01(f) . Section 3.01(f) is hereby amended and restated in its entirety to read as follows:
(f) From December 31, 2016 through the Second Amendment Effective Date, there has been no Material Adverse Change.
2.6 Amendment to Section 3.01(j) . Section 3.01(j) is hereby amended and restated in its entirety to read as follows:
(j) The Borrowers Significant Subsidiaries as of December 31, 2016, are listed on Schedule II hereto.
2.7 Amendment to Section 5.01 . Section 5.01 is hereby amended by replacing the phrase the date hereof with June 17, 2014.
2.8 Amendment to Section 9.04(c)(i) . Section 9.04(c)(i) is hereby amended by deleting the following phrase therein: will be delivered to the Borrower and the Administrative Agent)).
2.9 Amendment to Schedule II . Schedule II is hereby amended and restated in its entirety in the form attached hereto as Schedule II.
Section 3. Assignments and Reallocation of Commitments . Effective as of the Effective Date (as defined below), each Existing Lender has, in consultation with the Borrower, agreed to (i) reallocate its respective Commitment, (ii) allow each Exiting Lender to sell and assign its Commitment under the Credit Agreement and (iii) allow each New Lender to become a party to the Credit Agreement as a Lender by acquiring an interest in the total Commitments (the Assignment and Reallocation ). On the Effective Date, and after giving effect to the Assignment and Reallocation, (a) the Commitment of each Lender (including each New Lender) shall be as set forth on Annex I attached to this Second Amendment, which Annex I amends and restates Annex I to the Credit Agreement in its entirety (and for the avoidance of doubt, the Commitment of each Exiting Lender shall be $0); and (b) (i) each Exiting Lender shall cease to be a Lender for all purposes under the Credit Agreement and the other Loan Documents and (ii) each New Lender shall become a party to the Credit Agreement, as amended by this Second Amendment, as a Lender, and shall have all of the rights and obligations of a Lender under the Credit Agreement, as amended by this Second Amendment, and the other Loan Documents. Each of the Administrative Agent, each Existing Lender (including each Exiting Lender), each New Lender and the Borrower hereby consents and agrees to the Assignment and Reallocation, including each New Lenders acquisition of an interest in the total Commitments and each Existing Lenders assignment of its Commitment to the extent effected by the Assignment and Reallocation. With respect to the Assignment and Reallocation, each Existing Lender shall be deemed to have sold and assigned its Commitment and Loans, and each Continuing Lender and each New Lender shall be deemed to have acquired the Commitment and Loans allocated to it
3
from each Existing Lender pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit B to the Credit Agreement (the Assignment Agreement ), as if each Existing Lender (including each Exiting Lender) and each New Lender had executed such Assignment Agreement with respect to the Assignment and Reallocation, pursuant to which (i) each Continuing Lender and each New Lender shall be an Assignee, (ii) each Existing Lender shall be an Assignor and (iii) the term Effective Date shall be the Effective Date. Such Assignment and Reallocation shall be without recourse to each Existing Lender, and except as expressly provided in the Assignment Agreement, without representation or warranty by such Lender. Notwithstanding Section 9.04(b)(ii)(C), the Lenders deemed to be parties to such Assignment and Assumption shall not be required to pay a processing and recordation fee of $3,500 to the Administrative Agent. On the Effective Date, the Administrative Agent shall take the actions specified in Section 9.04(b)(iv), including recording the Assignment and Reallocation described herein in the Register, and the Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. If on the Effective Date, any LIBOR Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16, in connection with the reallocation of such outstanding LIBOR Loans to effectuate the provisions of this paragraph.
Section 4. Conditions Precedent . This Second Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement) (the Effective Date ):
4.1 The Administrative Agent (or its counsel) shall have received from the Borrower and each Lender hereto either (i) a counterpart of this Second Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or email transmission of a signed signature page of this Second Amendment) that such party has signed a counterpart of this Second Amendment.
4.2 Appropriate Notes are issued payable to each Lender (in replacement of any Notes previously issued to such Lender, as applicable), requesting a Note.
4.3 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable under the Credit Agreement and under any fee letter between the Borrower and any Arranger or Lender on the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date (unless the Borrower otherwise consents), reimbursement or payment of all out-of-pocket expenses (including legal fees) required to be reimbursed or paid by the Borrower under the Credit Agreement.
4.4 The Administrative Agent (or its counsel) shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) certified copies of the resolutions of the Board of Directors or the Executive Committee of the Directors of the Borrower authorizing the execution, delivery and performance of this Second Amendment, the other Loan Documents and the execution, issuance, delivery and performance of its Notes, (ii) the officers of the Borrower (A) who are authorized to sign this Second Amendment and each other Loan Document to which the Borrower is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the transactions contemplated thereby, specimen signatures of such authorized officers, and (iii) the certificate of incorporation and by-laws or other applicable organizational documents of the Borrower (in each case, together with all amendments thereto, if any), certified as being true and complete.
4
4.5 The Lenders shall have received (i) audited consolidated financial statements of the Borrower for fiscal year ended December 31, 2016 and (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.
4.6 The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, setting forth reasonably detailed computations confirming compliance with the covenant set forth in Section 5.01, as of the fiscal quarter most recently ended for which financial statements are available and giving pro forma effect to any Borrowing made on the Effective Date.
4.7 The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming (i) compliance with the conditions set forth in paragraphs (a) and (b) of Section 6.02 and (ii) there shall not have occurred a Material Adverse Change.
4.8 The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Vinson & Elkins LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.
4.9 The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of a deputy general counsel or the general counsel of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.
4.10 The Lenders shall have received such documents and other instruments as are customary for transactions of this type or as they or their counsel may reasonably request.
4.11 The Administrative Agent and the Lenders shall have received, and be reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities under applicable know-your-customer and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was requested by the Administrative Agent at least ten (10) days prior to the Effective Date.
Section 5. Miscellaneous .
5.1 Confirmation . The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment. The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents.
5.2 Ratification and Affirmation; Representations and Warranties . The Borrower hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its
5
obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has occurred and is continuing.
5.3 Loan Document . This Second Amendment is a Loan Document as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.
5.4 Counterparts . This Second 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 Second Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
5.5 NO ORAL AGREEMENT . THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
5.6 GOVERNING LAW . THIS SECOND 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.
5.7 Severability . Any provision of this Second Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
[SIGNATURES BEGIN NEXT PAGE]
6
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first written above.
BORROWER: | ANADARKO PETROLEUM CORPORATION, | |||||
as Borrower | ||||||
By: |
/s/ Michael C. Pearl |
|||||
Name: | Michael C. Pearl | |||||
Title: | Vice President, Finance and Treasurer |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender |
||
By: |
/s/ Jeffrey G. Miller |
|
Name: | Jeffrey G. Miller | |
Title: | Vice President |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
WELLS FARGO BANK, NATIONAL | ||
ASSOCIATION , as a Lender | ||
By: |
/s/ Borden Tennant |
|
Name: | Borden Tennant | |
Title: | Vice President |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
BANK OF AMERICA, N.A. , as a Lender | ||
By: |
/s/ Christopher DiBiase |
|
Name: | Christopher DiBiase | |
Title: | Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as a Lender | ||
By: |
/s/ Stephen W. Warfel |
|
Name: | Stephen W. Warfel | |
Title: | Managing Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
CITIBANK, N.A. , as a Lender | ||
By: |
/s/ Maureen Maroney |
|
Name: | Maureen Maroney | |
Title: | Vice President |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
THE BANK OF NOVA SCOTIA, HOUSTON BRANCH , as a Lender |
||
By: |
/s/ Alan Dawson |
|
Name: |
Alan Dawson |
|
Title: |
Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
MIZUHO BANK, LTD. , as a Lender | ||
By: |
/s/ Leon Mo |
|
Name: | Leon Mo | |
Title: | Authorized Signatory |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
SOCIÉTÉ GÉNÉRALE , as a Lender | ||
By: |
/s/ Diego Medina |
|
Name: |
Diego Medina |
|
Title: |
Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
BARCLAYS BANK PLC , as a Lender | ||
By: |
/s/ Sydney G. Dennis |
|
Name: | Sydney G. Dennis | |
Title: | Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
GOLDMAN SACHS BANK USA , as a Lender | ||
By: |
/s/ Josh Rosenthal |
|
Name: | Josh Rosenthal | |
Title: | Authorized Signatory |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK , as a Lender | ||
By: |
/s/ David Gurghigian |
|
Name: |
David Gurghigian |
|
Title: |
Managing Director |
|
By: |
/s/ Michael D. Willis |
|
Name: |
Michael D. Willis |
|
Title: |
Managing Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Lender | ||
By: |
/s/ Nupur Kumar |
|
Name: |
Nupur Kumar |
|
Title: |
Authorized Signatory |
|
By: |
/s/ Andrew Griffin |
|
Name: |
Andrew Griffin |
|
Title: |
Authorized Signatory |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
DEUTSCHE BANK AG NEW YORK BRANCH , as a Lender | ||
By: |
/s/ Ming K. Chu |
|
Name: |
Ming K. Chu |
|
Title: |
Director |
|
By: |
/s/ Virginia Cosenza |
|
Name: |
Virginia Cosenza |
|
Title: |
Vice President |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
STANDARD CHARTERED BANK , as a Lender | ||
By: |
/s/ Daniel Mattern |
|
Name: |
Daniel Mattern |
|
Title: |
Associate Director |
|
Standard Chartered Bank |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
SUMITOMO MITSUI BANKING CORPORATION , as a Lender | ||
By: |
/s/ Katsuyuki Kubo |
|
Name: | Katsuyuki Kubo | |
Title: | Managing Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
MORGAN STANLEY BANK, N.A. , as a Lender | ||
By: |
/s/ Julie Lilienfeld |
|
Name: | Julie Lilienfeld | |
Title: | Authorized Signatory |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
THE STANDARD BANK OF SOUTH AFRICA LIMITED, ISLE OF MAN BRANCH , as a Lender | ||
By: |
/s/ Pablo Gonzalez-Spahr |
|
Name: |
Pablo Gonzalez-Spahr |
|
Title: |
Executive |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
THE BANK OF NEW YORK MELLON , as a Lender |
||
By: |
/s/ Christopher Olsen |
|
Name: | Christopher Olsen | |
Title: | Vice President |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
BNP PARIBAS , as an Exiting Lender | ||
By: |
/s/ Sriram Chandrasekaran |
|
Name: |
Sriram Chandrasekaran |
|
Title: |
Director |
|
By: |
/s/ Mark Renaud |
|
Name: |
Mark Renaud |
|
Title: |
Managing Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
UBS AG, STAMFORD BRANCH , as an Exiting Lender | ||
By: |
/s/ Darlene Arias |
|
Name: |
Darlene Arias |
|
Title: |
Director |
|
By: |
/s/ Kenneth Chin |
|
Name: |
Kenneth Chin |
|
Title: |
Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
ABN AMRO CAPITAL USA LLC , as a New Lender | ||
By: |
/s/ H. Bisscheroux |
|
Name: |
H. Bisscheroux |
|
Title: |
Director |
|
By: |
/s/ Darrell Holley |
|
Name: |
Darrell Holley |
|
Title: |
Managing Director |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH , as a New Lender | ||
By: |
/s/ Trudy Nelson |
|
Name: | Trudy Nelson | |
Title: | Authorized Signatory | |
By: |
/s/ Donovan Broussard |
|
Name: | Donovan Broussard | |
Title: | Authorized Signatory |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
HSBC BANK USA, N.A. , as a New Lender | ||
By: |
/s/ Benjamin Halperin |
|
Name: |
Benjamin Halperin |
|
Title: |
Managing Director |
|
Benjamin Halperin | ||
Authorized Signatory #21357 |
[Signature Page Second Amendment to 364-Day Revolving Credit Agreement]
ANNEX I
LIST OF COMMITMENTS
L ENDERS |
C OMMITMENT |
P
ERCENTAGE
OF
C OMMITMENT |
||||||
JPMorgan Chase Bank, N.A. |
$ | 116,000,000.00 | 5.800000000 | % | ||||
Wells Fargo Bank, National Association |
$ | 116,000,000.00 | 5.800000000 | % | ||||
Bank of America, N.A. |
$ | 116,000,000.00 | 5.800000000 | % | ||||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$ | 116,000,000.00 | 5.800000000 | % | ||||
The Bank of Nova Scotia, Houston Branch |
$ | 116,000,000.00 | 5.800000000 | % | ||||
Citibank, N.A. |
$ | 116,000,000.00 | 5.800000000 | % | ||||
Mizuho Bank, Ltd. |
$ | 116,000,000.00 | 5.800000000 | % | ||||
Société Générale |
$ | 116,000,000.00 | 5.800000000 | % | ||||
ABN AMRO Capital USA LLC |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Barclays Bank PLC |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Canadian Imperial Bank of Commerce, New York Branch |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Crédit Agricole Corporate and Investment Bank |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Credit Suisse AG, Cayman Islands Branch |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Deutsche Bank AG New York Branch |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Goldman Sachs Bank USA |
$ | 94,280,000.00 | 4.714000000 | % | ||||
HSBC Bank, N.A. |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Standard Chartered Bank |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Sumitomo Mitsui Banking Corporation |
$ | 94,280,000.00 | 4.714000000 | % | ||||
Morgan Stanley Bank, N.A. |
$ | 59,200,000.00 | 2.960000000 | % | ||||
The Standard Bank of South Africa Limited, Isle of Man Branch |
$ | 40,000,000.00 | 2.000000000 | % | ||||
The Bank of New York Mellon |
$ | 30,000,000.00 | 1.500000000 | % | ||||
|
|
|
|
|||||
TOTALS |
$ | 2,000,000,000.00 | 100.000000000 | % | ||||
|
|
|
|
Annex I
Commitments
SCHEDULE II
SIGNIFICANT SUBSIDIARIES
Name of Subsidiary |
State, Province, or Country in Which Organized |
|
Anadarko Algeria Company, LLC |
Delaware | |
Anadarko Brazil Investment I LLC |
Delaware | |
Anadarko China Holdings 2 Company |
Cayman Islands | |
Anadarko Colombia Company |
Cayman Islands | |
Anadarko Consolidated Holdings LLC (2) |
Delaware | |
Anadarko Côte dIvoire Block 103 Company |
Cayman Islands | |
Anadarko Côte dIvoire Block 528 Company |
Cayman Islands | |
Anadarko Development Company |
Cayman Islands | |
Anadarko Development Holding Limited |
Gibraltar | |
Anadarko E&P Onshore LLC (2) |
Delaware | |
Anadarko Egypt Holdings Company |
Delaware | |
Anadarko Energy Holding Limited |
Gibraltar | |
Anadarko Energy Marketing, Inc. |
Delaware | |
Anadarko Energy Services Company (2) |
Delaware | |
Anadarko Exploracao e Producao de Petroleo e Gas Natural Ltda. |
Brazil | |
Anadarko Gathering Company LLC |
Delaware | |
Anadarko Ghana Mahogany-1 Company |
Cayman Islands | |
Anadarko Global Energy S.a.r.l. (2) |
Luxembourg | |
Anadarko Global Funding 1 Company |
Cayman Islands | |
Anadarko Global Funding II Ltd. |
Bahama Islands | |
Anadarko Holding Company (2) |
Utah | |
Anadarko International Development S.a.r.l. |
Luxembourg | |
Anadarko Land Corp. |
Nebraska | |
Anadarko Midkiff/Chaney Dell LLC |
Delaware | |
Anadarko Moçambique Área 1, Limitada |
Mozambique | |
Anadarko Offshore Holding Company, LLC |
Delaware | |
Anadarko Realty, LLC |
Texas | |
Anadarko Rockies LLC |
Delaware | |
Anadarko Tunisia BEKS Company |
Cayman Islands | |
Anadarko Uintah Midstream, LLC |
Delaware | |
Anadarko US Offshore LLC (2) |
Delaware | |
Anadarko USH1 Corporation (2) |
Delaware | |
Anadarko Venezuela Company |
Cayman Islands | |
Anadarko Venezuela LLC |
Delaware | |
Anadarko Wattenberg Oil Complex LLC |
Delaware | |
Anadarko WCTP Company |
Cayman Islands | |
Anadarko West Texas LLC |
Delaware | |
Anadarko Worldwide Holdings C.V. |
The Netherlands |
Schedule II
Significant Subsidiaries
APC International Holdings LLC |
Delaware | |
APC Midstream Holdings, LLC |
Delaware | |
Bitter Creek Coal Company |
Utah | |
Chipeta Processing LLC |
Delaware | |
Delaware Basin JV Gathering LLC |
Delaware | |
Delaware Basin Midstream, LLC |
Delaware | |
Headwater II, LLC |
Delaware | |
Kerr-McGee Corporation (2) |
Delaware | |
Kerr-McGee Energy Services Corporation |
Delaware | |
Kerr-McGee Gathering LLC |
Colorado | |
Kerr-McGee Oil and Gas Onshore LP (2) |
Delaware | |
Kerr-McGee Shared Services Company LLC (2) |
Delaware | |
Kerr-McGee Worldwide Corporation (2) |
Delaware | |
KM BM-C-Seven Ltd. (2) |
Cayman Islands | |
Mountain Gas Resources LLC |
Delaware | |
Rock Springs Royalty Company LLC |
Utah | |
Springfield Pipeline LLC |
Texas | |
Upland Industries Corporation |
Nebraska | |
Venezuela US SRL |
Barbados | |
Western Gas Partners, LP |
Delaware | |
Western Gas Resources, Inc. (2) |
Delaware | |
Western Gas Resources-Westana, Inc. |
Delaware | |
WGR Asset Holding Company LLC (2) |
Delaware | |
WGR Operating, LP (2) |
Delaware |
Schedule II
Significant Subsidiaries