EXHIBIT 4(a)
AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT
Amendment, dated as of April 15, 1999, 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 THE CHASE MANHATTAN BANK, as Agent for the
Banks (the "Agent").
WHEREAS, the Company, the Banks and the Agent have
entered into a Revolving Credit Agreement dated as of
May 24, 1994 (as amended prior to the date hereof, the
"Agreement"), and desire to amend the Agreement in the
manner and to the extent herein provided.
NOW THEREFORE, the Company, the Majority Banks,
and the Agent agree as follows:
1. 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 and the Majority Banks
agree that, as of the date hereof, the following
changes will be made to the Agreement:
(a) Section 4.01(f) of the Agreement is hereby
deleted in is entirety.
(b) The references to "Section 4.02" contained
in Section 4.01(c) of the Agreement are hereby
replaced by references to "Section 4.01".
(c) The following new subsection (g) is hereby
added to Section 3.01 of the Agreement following
subsection (f) thereof:
"(g) Year 2000 Matters. Any programming
required to permit the proper functioning (but
only to the extent that such proper functioning
would otherwise be impaired by the occurrence
of the year 2000) in and following the year
2000 of computer systems and other equipment
containing embedded microchips, in either case
owned or operated by the Company or any of its
subsidiaries, and the testing of all such
systems and other equipment as so reprogrammed,
will be completed by September 30, 1999, except
to the extent that the failure to do so would
not reasonably be expected to cause a material
adverse change in the consolidated financial
position or results of operations of the
Company and its subsidiaries 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. The costs of the Company and its
subsidiaries that have not been incurred as of
the date hereof for such reprogramming and
testing are not expected to result in a
material adverse change in the consolidated
financial position or results of operations of
the Company and its subsidiaries 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."
3. Representations and Warranties. The Company hereby
represents and warrants to the Banks as of the date hereof that:
(a) the representations and warranties
contained in Section 3.01 of the 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 that such representations and warranties
relate solely to an earlier date);
(b) 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
(c) the Company is in compliance with all
the terms, covenants and conditions of the
Agreement which are binding upon it.
4. Except as amended hereby, the
Agreement shall continue in full force and effect.
5. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of
New York.
6. This Amendment may be signed in any
number of counterparts, each of which shall be an
original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This
Amendment shall become effective as of the date hereof
when the Agent shall have received duly executed
counterparts hereof signed by the Company and the
Majority 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:_______________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
THE CHASE MANHATTAN BANK,
as Agent and as a Bank
By:_______________________________
Name:
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:_______________________________
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By:_______________________________
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION
By:_______________________________
Name:
Title:
CITIBANK, N.A.
By:_______________________________
Name:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:_______________________________
Name:
Title:
MELLON BANK, N.A.
By:_______________________________
Name:
Title:
UNION BANK OF SWITZERLAND
By:_______________________________
Name:
Title:
BANK OF MONTREAL
By:_______________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Agent
By:_______________________________
Name:
Title:
