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EXHIBIT 4(E)
AMENDMENT TO REVOLVING CREDIT AGREEMENT
Amendment, dated as of May 23, 1995, 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 (the "Agreement"),
and desire 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 23, 1995 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 definition of "Termination Date" in Section 1.01 of the Agreement shall be
amended by replacing the date "June 30, 1999" with the date "June 30, 2000".
3. The effectiveness of the amendment specified in
Section 2 hereof shall be subject to the conditions that, on or prior to the
Amendment Date, each Bank and the Agent shall have (i) duly executed and
delivered this Amendment and (ii) received the following:
(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 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) A favorable opinion of the General Counsel
of the Company, dated the
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Amendment Date, to the effect that:
(i) the Company is duly incorporated,
validly existing and in good standing under the laws
of the State of Delaware and is qualified to do
business as a foreign corporation and is in good
standing in the States of Colorado, Kansas,
Louisiana, Montana, Nevada, New Mexico, Oklahoma,
Texas and Wyoming;
(ii) this Amendment has been duly
authorized, executed and delivered by the Company;
(iii) this Amendment, assuming due
authorization, execution and delivery hereof by the
Banks and the Agent, constitutes a valid and binding
agreement of the Company, enforceable in accordance
with its terms, except as (x) the enforceability
thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally
and (y) rights of acceleration and the availability
of equitable remedies may be limited by equitable
principles of general applicability;
(iv) the execution, delivery and
performance by the Company of this Amendment will not
(x) conflict with the restated certificate of
incorporation or by- laws of the Company, each as in
effect on the date of such opinion, (y) contravene
any applicable provision of any applicable law or
applicable order or (z) conflict with any provision
of any indenture, loan agreement or other similar
agreement or instrument known to such counsel (having
made due inquiry with respect thereto) binding on the
Company or affecting its property;
(v) no authorization, consent or
approval of any governmental body or agency of the
State of Texas or the United States of America which
has not been obtained is required in connection with
the execution, delivery and performance by the
Company of this Amendment; and
(vi) to the knowledge of such counsel
(having made due inquiry with respect thereto), there
is no proceeding pending or threatened before any
court or administrative agency which, in the opinion
of such counsel, will result in a final determination
which would have the effect of preventing the Company
from carrying on its business or from meeting its
current and anticipated obligations on a timely
basis.
In rendering such opinion, the General Counsel of the Company shall opine only
as to matters governed by the Federal laws of the United States of America, the
laws of the State of Texas and the General Corporation Law of the State of
Delaware, such counsel may also 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.
4. Except as amended hereby, the Agreement shall
continue in full force and effect.
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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. This
Amendment shall become effective as of the date hereof when the Agent shall
have received 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.
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
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Title: Treasurer
CHEMICAL BANK
By
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Title
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THE CHASE MANHATTAN BANK, N.A.
By
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Title
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THE BANK OF AMERICA, NT & SA
By
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Title
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MELLON BANK, N.A.
By
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Title
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XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By
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Title
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THE BANK OF NEW YORK
By
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Title
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CREDIT SUISSE
By
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Title
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NATIONSBANK OF TEXAS, N.A.
By
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Title
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THE FIRST NATIONAL BANK OF CHICAGO
By
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Title
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CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By
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Title
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BANK OF MONTREAL
By
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Title
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ABN AMRO BANK N.V.
By
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Title
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CHEMICAL BANK, as Agent
By
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Title
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