exv10w15



 





Exhibit 10.15




SECOND AMENDMENT

TO

US$750,000,000 REVOLVING CREDIT AGREEMENT




Effective as of December 14, 2007




among

ANADARKO PETROLEUM CORPORATION,

As a US Borrower and Guarantor,




WESTERN GAS PARTNERS, LP,

As an Additional US Borrower




ABN AMRO BANK N.V.,

and

DEUTSCHE BANK AG NEW YORK BRANCH,

As Co-Syndication Agents,




BMO CAPITAL MARKETS FINANCING, INC.,

formerly Harris Nesbitt Financing, Inc.,

and

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

formerly known as Credit Suisse First Boston,

acting through its Cayman Island Branch,

As Co-Document Agents,




and

THE LENDERS SIGNATORY HERETO




ARRANGED BY J.P. MORGAN SECURITIES INC.,

Sole Lead Arranger




 









 





SECOND AMENDMENT TO

US$750,000,000 REVOLVING CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO US$750,000,000 REVOLVING CREDIT AGREEMENT (this “Second
Amendment”) dated as of December 14, 2007, is among ANADARKO PETROLEUM CORPORATION, a
corporation organized under the laws of the State of Delaware (“Anadarko”), in its capacity as a US
Borrower and in its capacity as the Guarantor (as amended hereby), WESTERN GAS PARTNERS LP, a
limited partnership governed by the laws of the State of Delaware (the “Additional US Borrower”,
and, together with Anadarko, collectively or individually, as appropriate, the “US Borrowers” or
“Borrowers”), JPMORGAN CHASE BANK, N.A., individually and as US administrative agent (herein,
together with its successors in such capacity, the “US Administrative Agent”), ABN AMRO BANK N.V.
and DEUTSCHE BANK AG NEW YORK BRANCH, as co-syndication agents (herein, the “Syndication Agents”),
BMO CAPITAL MARKETS FINANCING, INC., formerly known as Harris Nesbitt Financing, Inc., and CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, formerly known as Credit Suisse First Boston, acting through its
Cayman Island Branch, as co-document agents (herein, the “Document Agents”), and each of the
Lenders that is a signatory or which becomes a signatory to the hereinafter defined Credit
Agreement (individually, together with its successors and assigns, a “Lender” and collectively, the
“Lenders”).



RECITALS




     A. The Borrowers, the Guarantor, the US Administrative Agent, and the Lenders are parties to
that certain US$750,000,000 Revolving Credit Agreement dated as of September 1, 2004 (as amended by
a First Amendment thereto dated August 1, 2006 and as further amended or supplemented from time to
time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit
available to and on behalf of Anadarko, as the sole US Borrower. Terms defined in the Credit
Agreement, and not otherwise defined herein, are used herein with their meanings so defined.



     B. The Canadian Tranche was eliminated by the First Amendment to the Credit Agreement and all
references thereto in the Credit Agreement (including the Guaranty thereof in Article X of the
Credit Agreement) are no longer effective.



     C. The US Tranche Commitment was increased by $100,000,000 effective January 16, 2007, so
that, after giving effect to such increase, the US Tranche Commitment is currently $750,000,000.



     D. The Borrowers, the Guarantor, the US Administrative Agent, and the Lenders agree that the
Additional US Borrower will be added as a US Borrower upon the “Effective Date” of this Second
Amendment and that Anadarko shall be a guarantor of the Guaranteed Obligations of the Additional US
Borrower as provided herein.



     E. The parties hereto desire to further amend the Credit Agreement on the terms and subject to
the conditions set forth herein.



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     F. 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:



     1. Amendments to Section 1.01.



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





          “Agreement” — this Revolving Credit Agreement, as amended by the First Amendment and
the Second 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 “Applicable Borrower” is hereby amended to read in its entirety as
follows:





          “Applicable Borrower” — (a) with respect to a Loan or Borrowing made or a Letter of
Credit issued under the US Tranche, the US Borrower (Anadarko or the Additional US Borrower,
as the case may be, in respect of Loans or Borrowings made to, or Letters of Credit issued
for the benefit of, such Person), and (b) with respect to a Loan or Borrowing made or a
Letter of Credit or Bankers’ Acceptance issued under the Canadian Tranche, the Canadian
Borrower.



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





          “Guarantor” — Anadarko in its capacity as guarantor of the Additional US Borrower.



          (d) The definition of “US Borrower” is hereby amended to read in its entirety as follows:





          “US Borrower” — Anadarko and Additional US Borrower, either of such Persons or both
such Persons, as appropriate.



          (e) The definition of “U.S. Tranche Commitment” is hereby amended to read in its entirety as
follows:





          “US Tranche Commitment” — with respect to each US Tranche Lender, the commitment of
such US Tranche Lender to make US Tranche Revolving Loans pursuant to Section 2.01(a)(i) and
to acquire participations in Letters of Credit pursuant to Section 2.05, expressed as an
amount representing the maximum aggregate permitted amount of such Lender’s US Tranche
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.06, (b) reduced or increased from time to time (i) pursuant to Section
2.09 and (ii) pursuant to assignments by or to such Lender pursuant to Section 9.04, (c)
with respect to a Dual Lender, reallocated from time to time pursuant to Section 2.09, (d)
reduced or terminated



2









 







pursuant to Section 9.13, or (e) terminated pursuant to ARTICLE VII; provided
that such reductions or increases will not result in the aggregate amount of the US Tranche
Commitments at any time exceeding an amount equal to the then aggregate amount of the total
Commitments; and, provided, further, that US Tranche Revolving Loans made to
the Additional US Borrower pursuant to Section 2.01(a)(i) and Letters of Credit issued for
the benefit of the Additional U.S. Borrower pursuant to Section 2.05 shall never exceed, in
the aggregate, US $100,000,000 and, subject to any reduction in availability due to the
making of such US Tranche Revolving Loans and the issuance of such Letters of Credit and the
other terms of this Agreement, the entire US Tranche Commitment shall be available to
Anadarko. The initial amount of each US Tranche Lender’s US Tranche Commitment is set forth
on Part One of Annex I, or in the Assignment and Assumption pursuant to which such US
Tranche Lender shall have assumed its US Tranche Commitment, as applicable. The aggregate
amount of the US Tranche Commitments as of the effective date of the Second Amendment is
US$750,000,000.



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





          “Anadarko” — Anadarko Petroleum Corporation, a corporation organized under the laws of
the State of Delaware.




          “Additional US Borrower” — Western Gas Partners, L.P., a limited partnership organized
under the laws of the State of Delaware.




          “Additional US Borrower GP” — Western Gas Holdings, LLC, a Delaware limited liability
company.




          “Second Amendment” - the Second Amendment to US$750,000,000 Revolving Credit Agreement
dated effective as of December 14, 2007, among the Borrowers, the Administrative Agent, the
Lenders and the Issuing Banks.



     2. Amendment to Section 4.02(b). Paragraph (b) of Section 4.02 of the Credit
Agreement is hereby amended to read in its entirety as follows:



          “(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or affecting the US Borrower or the Additional US Borrower that,
if adversely determined, could reasonably be expected to result in a Material Adverse Change; and”




     3. Amendment to Section 9.14 added by First Amendment. Section 9.14 of the Credit
Agreement, as added by the First Amendment thereto, is renumbered to be Section 9.15 and is amended
by inserting the following immediately after “and the US Borrower shall no longer serve as
Guarantor” and immediately before the period at the end of such section: “of the obligations of the
Canadian Borrower (but shall be a guarantor of the obligations of the Additional US Borrower as
provided in Article X)”.



     4. Amendment to ARTICLE X Guaranty. ARTICLE X of the Credit Agreement is hereby
amended to read in its entirety as follows:



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     Section 10.01 The Guaranty.



          (a) The Guarantor irrevocably and unconditionally guarantees to each US Tranche Lender and the
Administrative Agents and their respective successors and permitted assigns, (i) the full and
punctual payment of principal of and interest on, fees and each other amount due in respect of
each US Tranche Revolving Loan and all US LC Exposure made to or for the benefit of the Additional
US Borrower when due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Additional US Borrower under this Agreement and (ii) the full and
punctual performance within applicable grace periods of all other obligations of the Additional US
Borrower under this Agreement (collectively, the “Guaranteed Obligations”).




          (b) The Guarantor further agrees that this Guaranty constitutes an absolute, irrevocable,
complete and continuing guarantee of payment, performance and compliance and not merely of
collection.




          (c) The obligations of the Guarantor to make any payment under this Guaranty may be satisfied
by the Guarantor causing the Additional US Borrower to make such payment.




          (d) The Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees incurred by the US Administrative Agent or any US Tranche Lender in enforcing any
of their respective rights under this Guaranty, laws or otherwise) of each Agent or any US Tranche
Lender in connection with the enforcement or protection of its rights in connection with this
Agreement against the Guarantor or the Additional US Borrower.




          (e) The Guarantor waives presentment to, demand of payment from and protest to the Additional
US Borrower of any of the Guaranteed Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall
not be affected by the failure of either Administrative Agent or any US Tranche Lender to assert
any claim or demand or to enforce or exercise any right or remedy against the Additional US
Borrower or any other Person under the provisions of this Agreement, any other Loan Document or
otherwise.




          (f) To the fullest extent permitted by applicable law, the obligations of the Guarantor
hereunder are absolute and unconditional and shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the payment in full in cash of all the
Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or
compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other
than a defense of payment or performance), set-off, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or any Note, Letter of Credit, other Loan Document or otherwise.




          (g) The Guarantor waives any defense based on or arising out of any defense of the Additional
US Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Additional US Borrower, other than
the final payment in full in cash of all the Guaranteed Obligations.




4









 








          (h) To the fullest extent permitted by applicable law, this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed
Obligations is rescinded or must otherwise be returned by any of the US Tranche Lenders upon the
insolvency, bankruptcy or reorganization or the Additional US Borrower or otherwise, all as though
such payment had not been made.




     Section 10.02 Subrogation. The Guarantor shall be subrogated to any of the rights
(whether contractual, under applicable laws or otherwise) of the US Administrative Agent or any US
Tranche Lender against the US Borrower or any other Person or against any US Tranche Lender for the
payments in respect of any amounts to any US Tranche Lender pursuant to the provisions of this
Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until all other Guaranteed
Obligations shall have been paid in full and the US Tranche Commitments terminated.



     5. Amendment to “Change of Control” Definition. Upon the Effective Date, the
definition of “Change of Control” shall be amended to add a new subclause (c) to that definition to
read in its entirety as follows:




     “or (c) Anadarko shall cease to own, directly or indirectly, 51% of the voting
ownership interest of the Additional US Borrower GP.”



     6. Conditions Precedent. This Second Amendment shall become effective (the
“Effective Date”) 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, each Issuing
Bank and the Borrowers, counterparts (in such number as may be requested by the US Administrative
Agent) of this Second 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 Second 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 Second 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.




5









 








     7. Miscellaneous.



          (a) 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.




          (b) 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 transmission shall be
effective as delivery of a manually executed counterpart hereof.




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




          (d) THIS 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.




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





6









 








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



	 	 	 	 	 
	US BORROWERS: 	
ANADARKO PETROLEUM CORPORATION,

as a US Borrower

 	 
	 	By:  	/s/ Robert G. Gwin
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 
	 
	 
	 	WESTERN GAS PARTNERS, LP,

as a US Borrower



By: WESTERN GAS HOLDINGS, LLC,

       its General Partner

 	 
	 	By:  	/s/ Robert G. Gwin
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	President and Chief Executive
Officer 	 
	 
	 
	GUARANTOR:  	
ANADARKO PETROLEUM CORPORATION,

as Guarantor

 	 
	 	By:  	/s/ Robert G. Gwin
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]





 









 








	 	 	 	 	 
	AGENTS: 	
JPMORGAN CHASE BANK, N.A., as US

Administrative Agent

 	 
	 	By:  	/s/ Robert W. Traband
 	 
	 	 	Name:  	Robert W. Traband 	 
	 	 	Title:  	Executive Director 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]





 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V.,

as a Syndication Agent

 	 
	 	By:  	/s/ R. Scott Donaldson
 	 
	 	 	Name:  	R. Scott Donaldson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ M. Aamir Khan
 	 
	 	 	Name:  	M. Aamir Khan 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]





 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

as a Syndication Agent

 	 
	 	By:  	/s/ Marcus Tarkington
 	 
	 	 	Name:  	Marcus Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Rainer Meier
 	 
	 	 	Name:  	Rainer Meier 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.


(formerly Harris Nesbitt Financing, Inc.), as a

Document Agent

 	 
	 	By:  	/s/ James V. Ducote
 	 
	 	 	Name:  	James V. Ducote 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — Second Amendment to

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/ Alain Daoust
 	 
	 	 	Name:  	Alain Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                /s/ Denise Alvarez
 	 
	 	 	Name:  	Denise Alvarez 	 
	 	 	Title:  	Associate 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	US TRANCHE LENDERS: 	

JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Robert W. Traband
 	 
	 	 	Name:  	Robert W. Traband 	 
	 	 	Title:  	Executive Director 	 
	 



[Signature Page — Second Amendment to

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/ Alain Daoust
 	 
	 	 	Name:  	Alain Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Denise Alvarez
 	 
	 	 	Name:  	Denise Alvarez 	 
	 	 	Title:  	Associate 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]





 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.
(formerly Harris Nesbitt Financing, Inc.)

 	 
	 	By:  	/s/ James V. Ducote
 	 
	 	 	Name:  	James V. Ducote 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/ Marcus Tarkington
 	 
	 	 	Name:  	Marcus Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Rainer Meier
 	 
	 	 	Name:  	Rainer Meier 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., individually
and as Managing
Agent

 	 
	 	By:  	/s/ Gabe Gomez
 	 
	 	 	Name:  	Gabe Gomez 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V.

 	 
	 	By:  	/s/ R. Scott Donaldson
 	 
	 	 	Name:  	R. Scott Donaldson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ M. Aamir Khan
 	 
	 	 	Name:  	M. Aamir Khan 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO — MITSUBISHI UFJ, LTD.,

individually and as Managing Agent

 	 
	 	By:  	/s/ Kelton Glasscock
 	 
	 	 	Name:  	Kelton Glasscock 	 
	 	 	Title:  	Vice President & Manager 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc,
individually and as
Managing Agent

 	 
	 	By:  	/s/ Scott L. Joyce
 	 
	 	 	Name:  	Scott L. Joyce 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	SUNTRUST BANK, individually and as Managing Agent

 	 
	 	By:  	/s/ Peter Panos
 	 
	 	 	Name:  	Peter Panos 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Managing Agent

 	 
	 	By:  	/s/ Paul Pritchett
 	 
	 	 	Name:  	Paul Pritchett 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK, individually and as Managing Agent

 	 
	 	By:  	/s/ Hussam S. Alsahlani
 	 
	 	 	Name:  	Hussam S. Alsahlani 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	BNP PARIBAS, individually and as Managing Agent

 	 
	 	By:  	/s/ Gabe Elisor
 	 
	 	 	Name:  	Gabe Elisor 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Polly Schott
 	 
	 	 	Name:  	Polly Schott 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Ashish Sethi
 	 
	 	 	Name:  	Ashish Sethi 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	DnB NOR BANK ASA

 	 
	 	By:  	/s/ Sanjiv Nayar
 	 
	 	 	Name:  	Sanjiv Nayar 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Thomas Tangen
 	 
	 	 	Name:  	Thomas Tangen 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	MELLON BANK, N.A.

 	 
	 	By:  	/s/ Hussam S. Alsahlani
 	 
	 	 	Name:  	Hussam S. Alsahlani 	 
	 	 	Title:  	Corporate Lender 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]





 









 








	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/ Louis Alder
 	 
	 	 	Name:  	Louis Alder 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don. J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Mark A Serice
 	 
	 	 	Name:  	Mark A. Serice 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, individually and as Managing Agent

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                         /s/ David B. Julie
 	 
	 	 	Name:  	David B. Julie 	 
	 	 	Title:  	Associate Director 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]




 









 








	 	 	 	 	 
	 	WILLIAM STREET COMMITMENT CORP
(Recourse only to assets of William Street Commitment Corp)

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page — Second Amendment to

US$750,000,000 Credit Agreement]