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...
Exhibit 10.14
Effective as of August 1, 2006
among
ANADARKO PETROLEUM CORPORATION,
As US Borrower and Guarantor,
ANADARKO PETROLEUM CORPORATION,
As US Borrower and Guarantor,
ANADARKO CANADA CORPORATION,
As Canadian Borrower,
As Canadian Borrower,
JPMORGAN CHASE BANK, N.A.,
As US Administrative Agent,
As US Administrative Agent,
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
As Canadian Administrative Agent,
As Canadian Administrative Agent,
BMO CAPITAL MARKETS FINANCING, INC.,
formerly Xxxxxx Xxxxxxx 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,
formerly Xxxxxx Xxxxxxx 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 X.X. XXXXXX SECURITIES INC.,
Sole Lead Arranger
ARRANGED BY X.X. XXXXXX SECURITIES INC.,
Sole Lead Arranger
FIRST AMENDMENT TO
US$750,000,000 REVOLVING CREDIT AGREEMENT
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 Xxxxxx Xxxxxxx
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:
1
“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.
(c) The definition of “Letter of Credit” is hereby amended in its entirety to read as follows:
“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 Xxxx-XxXxx 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 Xxxx-XxXxx Corporation pursuant to the Agreement and Plan of Merger
dated as of June 22, 2006, among the US Borrower, APC Acquisition Sub, Inc. and Xxxx-XxXxx
Corporation.
2
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.
3
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.
4
(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.
5
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/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President and Treasurer | |||
| GUARANTOR: | ANADARKO PETROLEUM CORPORATION, as Guarantor |
|||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President and Treasurer | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CANADIAN BORROWER: | ANADARKO CANADA CORPORATION |
|||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President and Treasurer | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| AGENTS: | JPMORGAN CHASE BANK, N.A., as US Administrative Agent |
|||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent |
||||
| By: | /s/ Xxxx XxXxxxxx | |||
| Name: | Xxxx XxXxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| ABN AMRO BANK N.V., as a Syndication Agent |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Director | |||
| By: | /s/ M. Xxxxx Xxxx | |||
| Name: | M. Xxxxx Xxxx | |||
| Title: | Assistant Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Syndication Agent |
||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| BMO CAPITAL MARKETS FINANCING, INC. (formerly Xxxxxx Xxxxxxx Financing, Inc.) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH, formerly known as Credit Suisse First Boston, acting through its Cayman Island Branch, as a Document Agent |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Associate | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| US TRANCHE LENDERS: | JPMORGAN CHASE BANK, N.A. |
|||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH, formerly known
as Credit Suisse First Boston, acting through its
Cayman Island Branch |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Associate | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| BMO CAPITAL MARKETS FINANCING, INC. (formerly Xxxxxx Xxxxxxx Financing, Inc.) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH |
||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| BANK OF AMERICA, N.A., individually and as Managing
Agent |
||||
| By: | /s/ Xxxxxxx Menelik | |||
| Name: | Xxxxxxx Menelik | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| ABN AMRO BANK N.V. |
||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Director | |||
| By: | /s/ M. Xxxxx Xxxx | |||
| Name: | M. Xxxxx Xxxx | |||
| Title: | Assistant Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| THE BANK OF TOKYO — MITSUBISHI, LTD., individually
and as Managing Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| THE ROYAL BANK OF SCOTLAND plc, individually and as
Managing Agent |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| SUNTRUST BANK, individually and as Managing Agent |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| WACHOVIA BANK, NATIONAL ASSOCIATION, individually and
as Managing Agent |
||||
| By: | ||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Director | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| THE BANK OF NEW YORK, individually and as Managing Agent |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| BNP PARIBAS, individually and as Managing Agent |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CITIBANK, N.A. |
||||
| By: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Attorney-In-Fact | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| DnB NOR BANK ASA |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxxx X’Xxxx | |||
| Name: | Xxxxx X’Xxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| MELLON BANK, N.A. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| XXXXXXX XXXXX BANK USA |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| ROYAL BANK OF CANADA |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| AMEGY BANK NATIONAL ASSOCIATION |
||||
| By: | /s/ Xxxx X. Serlce | |||
| Name: | Xxxx X. Serlce | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| UBS LOAN FINANCE LLC, individually and as Managing
Agent |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Director Banking Products Services, US | |||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director Banking Products Services, US | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| XXXXXXX STREET COMMITMENT CORP (Recourse only to assets of Xxxxxxx Street Commitment Corp) |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Assistant Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CANADIAN TRANCHE LENDERS: | JPMORGAN CHASE BANK, N.A. TORONTO BRANCH |
|||
| By: | /s/ Xxxx XxXxxxxx | |||
| Name: | Xxxx XxXxxxxx | |||
| Title: | Vice President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CREDIT SUISSE, TORONTO BRANCH, formerly known as
Credit Suisse First Boston, acting through its Toronto Branch |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| BANK OF MONTREAL |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| DEUTSCHE BANK AG CANADA BRANCH |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director and Principal Officer | |||
| By: | /s/ Xxxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxxx Xxxxx | |||
| Title: | Assistant Vice-President | |||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| ABN AMRO BANK N.V., CANADA BRANCH |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| BANK OF AMERICA, N.A., CANADA BRANCH |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| CITIBANK, N.A., CANADIAN BRANCH |
||||
| By: | /s/ Xxxxx K.G. Xxxxxxxx | |||
| Name: | Xxxxx K.G. Xxxxxxxx | |||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| ROYAL BANK OF CANADA |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
| UBS AG CANADA BRANCH |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Associate Director Banking Products Services, US |
|||
| By: | /s/ Xxxx Xxxxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxxxx | |||
| Title: | Associate Director Banking Products Services, US |
|||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
The Bank of Nova Scotia is signing below for the sole purpose of indicating that it is joining
as a party to the Credit Agreement, as amended by this First Amendment, as an Issuing Bank with
respect to, and only with respect to, those KMG Letters of Credit issued by it.
| THR BANK OF NOVA SCOTIA |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page — First Amendment to
US$750,000,000 Credit Agreement]
US$750,000,000 Credit Agreement]
SCHEDULE IV
Xxxx-XxXxx Corporation & Subsidiaries (Excludes Tronox LCs)
Summary of LC’s & Bank Guarantees
Status as of August 07, 2006
Summary of LC’s & Bank Guarantees
Status as of August 07, 2006
| # | Company | Original Issuing Bank | Beneficiary | Maturity Date | LC # | US$ Amount | ||||||||||
1
|
Xxxx-XxXxx Corporation | JPMorgan Chase Bank | Ace Insurance Company of Texas | January 1, 2007 | 313805 | $ | 988,431.50 | |||||||||
2
|
Xxxx-XxXxx Corporation | Bank One (n/k/a JPMorgan Chase Bank) |
Old Republic Insurance Company | May 26, 2007 | 352793 | 150,000.00 | ||||||||||
0
|
Xxxx-XxXxx xx Xxxxx Ltd. | Citibank | ONAREP | April 29, 2006 | 5331277003 | 600,000.00 | ||||||||||
0
|
Xxxx-XxXxx Xxxxxxxxxxx | Xxxxxxxx | Xxxxxxxx Xxxxxxx (Post Completion) | November 9, 2006 | N/A | 2,010,000.00 | ||||||||||
0
|
Xxxx-XxXxx Xxxxxxxxxxx | Xxxxxxxx | Xxxxxxxx Xxxxxxx (Environmental) | March 24, 2007 | N/A | 2,010,000.00 | ||||||||||
6
|
Xxxx-XxXxx Oil & Gas Corporation | Bank of Nova Scotia | Newhall Land and Farm Company | October 21, 2006 | 95569/80085 | 9,000,000.00 | ||||||||||
0
|
Xxxx-XxXxx Xxxxxxxxxxx | Xxxx xx Xxxx Xxxxxx | Travelers Indemnity Company | November 25, 2006 | 00000/80085 | 1,500,000.00 | ||||||||||
9
|
Xxxx-XxXxx Petroleo Ltda. | Bank of Nova Scotia | Agencia Nacionale de Petroleo | May 31, 2009 | 00000/80085 | 8,696,160.00 | ||||||||||
10
|
Xxxx-XxXxx Petroleo Ltda. | Bank of Nova Scotia | Agencia Nacionale de Petroleo | May 31, 2009 | 00000/80085 | 6,861,000.00 | ||||||||||
11
|
Xxxx-XxXxx Petroleo Ltda. | Bank of Nova Scotia | Agencia Nacionale de Petroleo | May 31, 2009 | 00000/80085 | 504,000.00 | ||||||||||
12
|
Xxxx-XxXxx Petroleo Ltda. | Bank of Nova Scotia | Agencia Nacionale de Petroleo | May 31, 2009 | 00000/80085 | 432,000.00 | ||||||||||
00
|
Xxxx-XxXxx Xxxxxx Xxxxxxxx | Xxxx xx Xxxx Xxxxxx | PacifiCorp | January 31, 2007 | 00000/00000 | 725,000.00 | ||||||||||
14
|
Xxxx-XxXxx Corporation | JPMorgan Chase Bank | BNP Paribas | May 31, 2009 | CPCS-226995 | 5,600,000.00 | ||||||||||
| $ | 39,076,591.50 | |||||||||||||||
