exv10w14



 





Exhibit 10.14



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 Administrative Agent,




JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

As Canadian Administrative Agent,




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




 









 





FIRST AMENDMENT TO

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 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, 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:




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          “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 Kerr-McGee 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 Kerr-McGee Corporation pursuant to the Agreement and Plan of Merger
dated as of June 22, 2006, among the US Borrower, APC Acquisition Sub, Inc. and Kerr-McGee
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/ Robert G. Gwin
 	 
	 	 	Name:  	Robert G. Gwin 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 
	GUARANTOR: 	ANADARKO PETROLEUM CORPORATION,

as Guarantor

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



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	CANADIAN BORROWER: 	ANADARKO CANADA CORPORATION

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



[Signature Page — First 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:  	Vice President 	 
	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., TORONTO

BRANCH, as Canadian Administrative Agent

 	 
	 	By:  	/s/ Drew McDonald
 	 
	 	 	Name:  	Drew McDonald 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V.,

as a Syndication Agent

 	 
	 	By:  	/s/ John D. Reed
 	 
	 	 	Name:  	John D. Reed 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ M. Aamir Khan
 	 
	 	 	Name:  	M. Aamir Khan 	 
	 	 	Title:  	Assistant Vice President 	 



[Signature Page — First 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 — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

(formerly Harris Nesbitt Financing, Inc.)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First 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/ David Dodd
 	 
	 	 	Name:  	David Dodd 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                /s/ Denise L. Alvarez
 	 
	 	 	Name:  	Denise L. Alvarez 	 
	 	 	Title:  	Associate 	 



[Signature Page — First 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:  	Vice President 	 



[Signature Page — First 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/ David Dodd
 	 
	 	 	Name:  	David Dodd 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Denise L. Alvarez
 	 
	 	 	Name:  	Denise L. Alvarez 	 
	 	 	Title:  	Associate 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First 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 — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Zewditu Menelik
 	 
	 	 	Name:  	Zewditu Menelik 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V.

 	 
	 	By:  	/s/ John Reed
 	 
	 	 	Name:  	John Reed 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	     /s/ M. Aamir Khan
 	 
	 	 	Name:  	M. Aamir Khan 	 
	 	 	Title:  	Assistant Vice President 	 



[Signature Page — First Amendment to

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]




 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ David Slye
 	 
	 	 	Name:  	David Slye 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First 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 — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, individually and
as Managing Agent

 	 
	 	By:  	 	 
	 	 	Name:  	Russell T. Clingman 	 
	 	 	Title:  	Director 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, individually and

as Managing Agent

 	 
	 	By:  	/s/ Craig J. Anderson
 	 
	 	 	Name:  	Craig J. Anderson 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, individually and as Managing Agent

 	 
	 	By:  	/s/ Gabe Ellisor
 	 
	 	 	Name:  	Gabe Ellisor 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Polly Schott
 	 
	 	 	Name:  	Polly Schott 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Amy K. Pincu
 	 
	 	 	Name:  	Amy K. Pincu 	 
	 	 	Title:  	Attorney-In-Fact 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DnB NOR BANK ASA

 	 
	 	By:  	/s/ Philip F. Kurpiewski
 	 
	 	 	Name:  	Philip F. Kurpiewski 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Kevin O’Hara
 	 
	 	 	Name:  	Kevin O’Hara 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MELLON BANK, N.A.

 	 
	 	By:  	/s/ Mark W. Rogers
 	 
	 	 	Name:  	Mark W. Rogers 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/ David Millet
 	 
	 	 	Name:  	David Millet 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION

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



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, individually and as Managing
Agent

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director
Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                   /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 



[Signature Page — First 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 — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	CANADIAN TRANCHE LENDERS:  	JPMORGAN CHASE BANK, N.A.

TORONTO BRANCH

 	 
	 	By:  	/s/ Drew McDonald
 	 
	 	 	Name:  	Drew McDonald 	 
	 	 	Title:  	Vice President 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE, TORONTO BRANCH, formerly known as
Credit Suisse First Boston, acting through its

Toronto Branch

 	 
	 	By:  	/s/ Alain Daoust
 	 
	 	 	Name:  	Alain Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF MONTREAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG CANADA BRANCH

 	 
	 	By:  	/s/ Paul Jurist
 	 
	 	 	Name:  	Paul Jurist 	 
	 	 	Title:  	Managing Director and Principal Officer 	 
	 
	 	 	 
	 	By:  	              /s/ Marcellus Leung
 	 
	 	 	Name:  	Marcellus Leung 	 
	 	 	Title:  	Assistant Vice-President 	 



[Signature Page — First Amendment to

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]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., CANADA BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., CANADIAN BRANCH

 	 
	 	By:  	/s/ James K.G. Campbell
 	 
	 	 	Name:  	James K.G. Campbell 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page — First Amendment to

US$750,000,000 Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS AG CANADA BRANCH

 	 
	 	By:  	/s/ Janice L. Randolph
 	 
	 	 	Name:  	Janice L. Randolph 	 
	 	 	Title:  	Associate Director

Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                   /s/ Toba Lumbantobing
 	 
	 	 	Name:  	Toba Lumbantobing 	 
	 	 	Title:  	Associate Director

Banking Products Services, US 	 



[Signature Page — First Amendment to

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]





 









 






	 	 	 	 	 



SCHEDULE IV




Kerr-McGee Corporation & Subsidiaries (Excludes Tronox LCs)

Summary of LC’s & Bank Guarantees

Status as of August 07, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Company	 	Original Issuing Bank	 	Beneficiary	 	Maturity Date	 	LC #	 	US$ Amount
	 
	1

	 	Kerr-McGee Corporation
	 	JPMorgan Chase Bank
	 	Ace Insurance Company of Texas
	 	January 1, 2007
	 	 	313805	 	 	$	988,431.50	 
	2

	 	Kerr-McGee Corporation
	 	Bank One (n/k/a
JPMorgan Chase Bank)
	 	Old Republic Insurance Company
	 	May 26, 2007
	 	 	352793	 	 	 	150,000.00	 
	3

	 	Kerr-McGee du Maroc Ltd.
	 	Citibank
	 	ONAREP
	 	April 29, 2006
	 	 	5331277003	 	 	 	600,000.00	 
	4

	 	Kerr-McGee Corporation
	 	Citibank
	 	Citibank Ecuador (Post Completion)
	 	November 9, 2006
	 	 	N/A	 	 	 	2,010,000.00	 
	5

	 	Kerr-McGee Corporation
	 	Citibank
	 	Citibank Ecuador (Environmental)
	 	March 24, 2007
	 	 	N/A	 	 	 	2,010,000.00	 
	6

	 	Kerr-McGee Oil & Gas Corporation
	 	Bank of Nova Scotia
	 	Newhall Land and Farm Company
	 	October 21, 2006
	 	 	95569/80085	 	 	 	9,000,000.00	 
	7

	 	Kerr-McGee Corporation
	 	Bank of Nova Scotia
	 	Travelers Indemnity Company
	 	November 25, 2006
	 	 	96013/80085	 	 	 	1,500,000.00	 
	9

	 	Kerr-McGee Petroleo Ltda.
	 	Bank of Nova Scotia
	 	Agencia Nacionale de Petroleo
	 	May 31, 2009
	 	 	96131/80085	 	 	 	8,696,160.00	 
	10

	 	Kerr-McGee Petroleo Ltda.
	 	Bank of Nova Scotia
	 	Agencia Nacionale de Petroleo
	 	May 31, 2009
	 	 	96132/80085	 	 	 	6,861,000.00	 
	11

	 	Kerr-McGee Petroleo Ltda.
	 	Bank of Nova Scotia
	 	Agencia Nacionale de Petroleo
	 	May 31, 2009
	 	 	96133/80085	 	 	 	504,000.00	 
	12

	 	Kerr-McGee Petroleo Ltda.
	 	Bank of Nova Scotia
	 	Agencia Nacionale de Petroleo
	 	May 31, 2009
	 	 	96134/80085	 	 	 	432,000.00	 
	13

	 	Kerr-McGee Energy Services
	 	Bank of Nova Scotia
	 	PacifiCorp
	 	January 31, 2007
	 	 	96256/80085	 	 	 	725,000.00	 
	14

	 	Kerr-McGee Corporation
	 	JPMorgan Chase Bank
	 	BNP Paribas
	 	May 31, 2009
	 	 	CPCS-226995
	 	 	5,600,000.00	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	39,076,591.50