exv10w1






Exhibit 10.1




Execution Version




 

 








$5,000,000,000 REVOLVING CREDIT AGREEMENT




dated as of September 2, 2010



among



ANADARKO PETROLEUM CORPORATION,



as Borrower,



JPMORGAN CHASE BANK, N.A.



as Administrative Agent,



BANK OF AMERICA, N.A., DNB NOR BANK ASA, THE ROYAL BANK OF

SCOTLAND PLC, SOCIETE GENERALE, AND WELLS FARGO BANK, N.A.,



as Syndication Agents,



and



THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO



J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC,

DNB NOR MARKETS, INC., RBS SECURITIES INC., SG AMERICAS SECURITIES, LLC,

AND WELLS FARGO SECURITIES, LLC,




as Co-Lead Arrangers and Joint Bookrunners




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.01

	 	Defined Terms
	 	 	1	 
	Section 1.02

	 	Use of Defined Terms
	 	 	29	 
	Section 1.03

	 	Accounting Terms
	 	 	29	 
	Section 1.04

	 	Interpretation
	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE II AMOUNT AND TERMS OF LOANS	 	 	29	 
	 
	 	 	 	 	 	 
	Section 2.01

	 	Loans
	 	 	29	 
	Section 2.02

	 	Repayment of Loans; Evidence of Debt
	 	 	30	 
	Section 2.03

	 	Procedure for Borrowing
	 	 	31	 
	Section 2.04

	 	Commitment Fees and LC Fees
	 	 	32	 
	Section 2.05

	 	Letters of Credit
	 	 	32	 
	Section 2.06

	 	Reduction or Termination of Commitments
	 	 	36	 
	Section 2.07

	 	Optional Prepayments
	 	 	37	 
	Section 2.08

	 	Commitment Reductions and Mandatory Prepayments
	 	 	37	 
	Section 2.09

	 	Interest; Conversion and Continuation
	 	 	38	 
	Section 2.10

	 	Computation of Interest and Fees
	 	 	39	 
	Section 2.11

	 	Funding of Borrowings
	 	 	40	 
	Section 2.12

	 	Pro Rata Treatment and Payments
	 	 	40	 
	Section 2.13

	 	Increased Cost of Loans
	 	 	42	 
	Section 2.14

	 	Change of Lending Office
	 	 	44	 
	Section 2.15

	 	Taxes
	 	 	44	 
	Section 2.16

	 	Substitute Loan Basis
	 	 	47	 
	Section 2.17

	 	Certain Prepayments or Continuations
	 	 	48	 
	Section 2.18

	 	Certain Notices
	 	 	48	 
	Section 2.19

	 	Minimum Amounts of Eurodollar Tranches
	 	 	48	 
	Section 2.20

	 	Break Funding Payments
	 	 	48	 
	Section 2.21

	 	Swingline Loans
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	50	 
	 
	 	 	 	 	 	 
	Section 3.01

	 	Existence; Compliance with Law
	 	 	50	 
	Section 3.02

	 	Power; Authorization; Enforceable Obligations
	 	 	51	 
	Section 3.03

	 	No Legal Bar
	 	 	51	 
	Section 3.04

	 	Litigation
	 	 	51	 
	Section 3.05

	 	Financial Condition
	 	 	51	 
	Section 3.06

	 	No Change
	 	 	52	 
	Section 3.07

	 	Investment Company Act; Other Regulations
	 	 	52	 
	Section 3.08

	 	ERISA
	 	 	52	 
	Section 3.09

	 	Accuracy of Information, etc
	 	 	52	 
	Section 3.10

	 	Subsidiaries
	 	 	53	 
	Section 3.11

	 	Taxes
	 	 	53	 
	Section 3.12

	 	No Default
	 	 	53	 






(i)









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 3.13

	 	Ownership of Property; Liens
	 	 	53	 
	Section 3.14

	 	Intellectual Property
	 	 	53	 
	Section 3.15

	 	Federal Regulations
	 	 	53	 
	Section 3.16

	 	Labor Matters
	 	 	53	 
	Section 3.17

	 	Use of Proceeds
	 	 	54	 
	Section 3.18

	 	Environmental Matters
	 	 	54	 
	Section 3.19

	 	Security Documents
	 	 	54	 
	Section 3.20

	 	Solvency
	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE IV AFFIRMATIVE COVENANTS	 	 	55	 
	 
	 	 	 	 	 	 
	Section 4.01

	 	Financial Statements
	 	 	55	 
	Section 4.02

	 	Notices
	 	 	56	 
	Section 4.03

	 	Maintenance of Existence; Compliance
	 	 	56	 
	Section 4.04

	 	Maintenance of Property; Insurance
	 	 	57	 
	Section 4.05

	 	Payment of Taxes
	 	 	57	 
	Section 4.06

	 	Inspection of Property; Books and Records; Discussions
	 	 	57	 
	Section 4.07

	 	Environmental Laws
	 	 	57	 
	Section 4.08

	 	Ratings
	 	 	57	 
	Section 4.09

	 	Collateral, etc
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE V NEGATIVE COVENANTS	 	 	59	 
	 
	 	 	 	 	 	 
	Section 5.01

	 	Financial Covenants
	 	 	59	 
	Section 5.02

	 	Indebtedness
	 	 	60	 
	Section 5.03

	 	Sales and Leasebacks
	 	 	61	 
	Section 5.04

	 	Fundamental Changes
	 	 	61	 
	Section 5.05

	 	Liens
	 	 	62	 
	Section 5.06

	 	Disposition of Property
	 	 	64	 
	Section 5.07

	 	Restricted Payments
	 	 	65	 
	Section 5.08

	 	Investments
	 	 	65	 
	Section 5.09

	 	Transactions with Affiliates
	 	 	65	 
	Section 5.10

	 	Swap Agreements
	 	 	65	 
	Section 5.11

	 	Negative Pledge Clauses
	 	 	65	 
	Section 5.12

	 	Clauses Restricting Subsidiary Distributions
	 	 	66	 
	 
	 	 	 	 	 	 
	ARTICLE VI CONDITIONS OF LENDING	 	 	66	 
	 
	 	 	 	 	 	 
	Section 6.01

	 	Conditions Precedent to the Initial Revolving Extensions of Credit
	 	 	66	 
	Section 6.02

	 	Conditions to Each Revolving Extension of Credit
	 	 	69	 
	 
	 	 	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT	 	 	69	 
	 
	 	 	 	 	 	 
	Section 7.01

	 	Events of Default
	 	 	69	 
	 
	 	 	 	 	 	 
	ARTICLE VIII THE AGENTS	 	 	72	 
	 
	 	 	 	 	 	 
	Section 8.01

	 	Powers
	 	 	72	 
	Section 8.02

	 	Agent’s Reliance, Etc
	 	 	72	 
	Section 8.03

	 	No Responsibility for Recitals, Etc
	 	 	72	 
	Section 8.04

	 	Right to Indemnity
	 	 	73	 
	Section 8.05

	 	Action on Instructions of Lenders
	 	 	73	 






(ii)









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 8.06

	 	Employment of Agents
	 	 	73	 
	Section 8.07

	 	Reliance on Documents
	 	 	74	 
	Section 8.08

	 	Rights as a Lender
	 	 	74	 
	Section 8.09

	 	Non-Reliance on Agents or other Lenders
	 	 	74	 
	Section 8.10

	 	Events of Default
	 	 	74	 
	Section 8.11

	 	Successor Agent
	 	 	75	 
	Section 8.12

	 	Syndication Agent
	 	 	75	 
	Section 8.13

	 	Act in its Own Name
	 	 	75	 
	Section 8.14

	 	Further Assurance for Dutch Parallel Debts
	 	 	75	 
	 
	 	 	 	 	 	 
	ARTICLE IX MISCELLANEOUS	 	 	76	 
	 
	 	 	 	 	 	 
	Section 9.01

	 	Notices
	 	 	76	 
	Section 9.02

	 	Waivers; Amendments
	 	 	76	 
	Section 9.03

	 	Expenses; Indemnity; Damage Waiver
	 	 	78	 
	Section 9.04

	 	Successors and Assigns
	 	 	79	 
	Section 9.05

	 	Survival
	 	 	83	 
	Section 9.06

	 	Counterparts; Integration; Effectiveness
	 	 	83	 
	Section 9.07

	 	Severability
	 	 	84	 
	Section 9.08

	 	Setoff
	 	 	84	 
	Section 9.09

	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	84	 
	Section 9.10

	 	WAIVER OF JURY TRIAL
	 	 	85	 
	Section 9.11

	 	Headings
	 	 	85	 
	Section 9.12

	 	Confidentiality
	 	 	85	 
	Section 9.13

	 	Replacement of Lenders
	 	 	86	 
	Section 9.14

	 	Defaulting Lenders
	 	 	87	 
	Section 9.15

	 	USA Patriot Act Notice
	 	 	88	 
	Section 9.16

	 	Acknowledgements
	 	 	88	 
	Section 9.17

	 	Releases of Guarantees and Liens
	 	 	89	 






Schedules:




	 	 	 

	1.1A

	 	Commitments
	1.1B

	 	Guarantors
	1.1C

	 	Mortgaged Property
	1.1D

	 	Pledged Cayman Subsidiaries
	1.1E

	 	Initial Collateral Package
	1.1F

	 	Existing Letters of Credit
	1.1G

	 	LC Issuance Limits
	1.1H

	 	Swingline Limits
	2.09

	 	Swingline Loan Rate Calculation
	3.02

	 	Consents, Authorizations, Filings and Notices
	3.10

	 	Subsidiaries
	3.19(a)

	 	UCC Filing Jurisdictions
	5.02

	 	Existing Indebtedness
	5.05(d)

	 	Existing Liens






(iii)









 






Exhibits:




	 	 	 

	A

	 	Form of Note
	B-1

	 	Form of Guarantee and Collateral Agreement
	B-2

	 	Form of Cayman Pledge Agreement
	B-3

	 	Form of Netherlands Pledge Agreement
	B-4

	 	Form of Intercompany Subordination Agreement
	C

	 	Form of Compliance Certificate
	D

	 	Form of Closing Certificate
	E

	 	Form of Mortgage
	F

	 	Form of Assignment and Assumption
	G-1

	 	Form of Legal Opinion of Vinson & Elkins LLP
	G-2

	 	Form of Legal Opinion of Robert K. Reeves, Senior Vice President and General Counsel of the Borrower
	H

	 	Form of Borrowing Notice
	I

	 	Form of U.S. Tax Certificate







(iv)











 





     This REVOLVING CREDIT AGREEMENT is made as of September 2, 2010 by and among ANADARKO
PETROLEUM CORPORATION, a corporation organized under the laws of the State of Delaware (the
“Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (herein, together with its
successors in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., DNB NOR BANK ASA,
THE ROYAL BANK OF SCOTLAND PLC, SOCIETE GENERALE, and WELLS FARGO BANK, N.A., as co-syndication
agents (herein, the “Syndication Agents”), and each of the Lenders that is a signatory hereto or
which becomes a signatory hereto pursuant to Section 9.04 (individually, together with its
successors and assigns, a “Lender” and collectively, the “Lenders”).



     In consideration of the mutual covenants and agreements contained herein, the parties hereto
agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01 Defined Terms. As used in this Agreement, and unless the context otherwise requires, the
following terms shall have the meanings set out respectively after each:



     “Adjusted Collateral Coverage Ratio” — as of any date of determination, the ratio of:




	 	(a)	 	the sum of:






	 	(i)	 	(x) the PV9 of 100% of the total Proved Reserves of the Loan
Parties that constitute Mortgaged Property but are not Principal Property
Collateral and (y) the lesser of (A) the PV9 of 100% of the total Proved
Reserves of the Loan Parties that are Principal Property Collateral and (B)
the amount equal to 2.0x the maximum amount of Indebtedness that is permitted
to be secured by such Principal Property Collateral pursuant to the Reference
Indentures to which the Loan Party mortgaging such Principal Property
Collateral is subject, in each case without requiring the Indebtedness issued
under such Reference Indentures to be equally and ratably secured with the
Secured Obligations, plus
	 
	 	(ii)	 	the PV9 of 65% of the total Pledged International Reserves
owned directly or indirectly by the Pledged Subsidiaries or with respect to
which Anadarko Netherlands or a Wholly Owned Subsidiary of the Pledged
Subsidiaries has production rights by contract, plus
	 
	 	(iii)	 	65% of the Risked Fair Market Value attributable to all
other international assets of the Pledged Subsidiaries;




provided, however that clause (i) shall not constitute less than 75% of the sum of clauses (i),
(ii) and (iii), and, in the event that clause (i) is less than 75% of the sum of clauses (i), (ii)
and (iii), then the value attributable to the sum of clause (ii) and clause (iii) shall be reduced
to equal 25% of the sum of clause (i), clause (ii) and clause (iii), to





	 	(b)	 	the Total Commitments as of such date of determination.




-1-









 











     “Administrative Agent” — as defined in the preamble hereof.



     “Administrative Questionnaire” — an Administrative Questionnaire in a form supplied by the
Administrative Agent.



     “Affected Loans” — as defined in Section 2.17.



     “Affiliate” — with respect to any Person, another Person that directly or indirectly (through
one or more intermediaries) Controls or is Controlled by or is under common Control with the Person
specified.



     “Agent Indemnitee” — as defined in Section 8.04.



     “Agents” — each of the Administrative Agent and the Syndication Agents.



     “Agreement” — this Revolving Credit Agreement, as the same may be amended, modified,
supplemented or restated from time to time in accordance with the terms hereof.



     “Alternate Base Rate”  — for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%
and (c) LIBOR that would be calculated as of such day (or, if such day is not a Business Day, as of
the next preceding Business Day) in respect of a proposed Eurodollar Loan with a one-month Interest
Period plus 1.0%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the
Federal Funds Effective Rate or such LIBOR shall be effective as of the opening of business on the
day of such change in the Prime Rate, the Federal Funds Effective Rate or such LIBOR, respectively.



     “Alternate Base Rate Loans” — Revolving Loans hereunder at all times when they bear interest
at a rate based upon the Alternate Base Rate.



     “Anadarko Netherlands” — Anadarko Worldwide Holdings CV, a Netherlands limited partnership,
and its successors.



     “Anticipated Asset Sale Proceeds” — as of any date of determination, the Net Cash Proceeds
the Borrower anticipates to receive in connection with a proposed Disposition which is subject to a
purchase and sale agreement or other legally binding agreement.



     “Applicable Margin” — for any day, with respect to any Loan that is an Alternate Base Rate
Loan or Eurodollar Loan, or with respect to the commitment fees payable hereunder, as the case may
be, the applicable rate per annum set forth below under the caption “Alternate Base Rate Spread”,
“Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon the corporate family
ratings by Moody’s (a “Family Rating”) and the corporate credit ratings by S&P (a “Corporate
Rating”), respectively, applicable to the Borrower:



-2-









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Alternate	 	 	 	 
	 	 	Base Rate	 	Eurodollar	 	Commitment
	Ratings:	 	Spread	 	Spread	 	Fee Rate
	Category 1:
	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Rating of at least
BBB- by S&P or Family Rating
of at least Baa3 by Moody’s
	 	 	1.75	%	 	 	2.75	%	 	 	0.50	%
	Category 2:
	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Rating of at least
BB+ by S&P or Family Rating of
at least Ba1 by Moody’s and
not Category 1
	 	 	2.00	%	 	 	3.00	%	 	 	0.50	%
	Category 3:
	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Rating of at least BB
by S&P or Family Rating of at
least Ba2 by Moody’s and not
Category 1 or 2
	 	 	2.50	%	 	 	3.50	%	 	 	0.625	%
	Category 4:
	 	 	 	 	 	 	 	 	 	 	 	 
	Ratings below Category 3
	 	 	2.75	%	 	 	3.75	%	 	 	0.75	%






     For purposes of the foregoing, (i) if Moody’s shall not have in effect a Family Rating or S&P
shall not have in effect a Corporate Rating for the Borrower (other than by reason of the
circumstances referred to in the last sentence of this definition), then such rating agency shall
be deemed to have established a rating in Category 4; (ii) if the Family Rating established or
deemed to have been established by Moody’s and the Corporate Rating established or deemed to have
been established by S&P shall fall within different Categories, the Applicable Margin shall be
based on the higher of the two ratings unless one of the two ratings is two or more Categories
lower than the other, in which case the Applicable Margin shall be determined by reference to the
Category next above that of the lower of the two ratings; and (iii) if the Family Rating
established or deemed to have been established by Moody’s and the Corporate Rating established or
deemed to have been established by S&P shall be changed (other than as a result of a change in the
rating system of Moody’s or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in the Applicable Margin shall apply
during the period commencing on the date of such change and ending on the date immediately
preceding the date of the next such change. If the rating system of Moody’s or S&P changes, or if
either such rating agency ceases to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the
rating most recently in effect prior to such change or cessation.



     “Applicable Percentage” — with respect to any Lender, the percentage of the Total Commitments
represented by such Lender’s Commitment; provided that in the case of Section 9.14 when a
Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Total
Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s
Commitment. If the Total Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in



-3-









 




effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at
the time of determination.




     “Approved Fund” — as defined in Section 9.04(b).



     “Arrangers” — J.P. Morgan Securities Inc., Banc of America Securities LLC, DnB NOR Markets,
Inc., RBS Securities Inc., SG Americas Securities, LLC, and Wells Fargo Securities, LLC.



     “Assignee” — as defined in 9.04(b).



     “Asset Sale” — any Disposition or series of related Dispositions (excluding any such
Disposition permitted by Section 5.06(a) through (d)) that yields gross cash proceeds to any Group
Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting
of notes or other debt securities and valued at fair market value in the case of other non-cash
proceeds) in excess of $100,000,000.



     “Assignment and Assumption” — an assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by
the Administrative Agent, in the form of Exhibit F or any other form approved by the Administrative
Agent.



     “Attributable Debt” — any particular sale and leaseback transaction under which the Borrower
or any Subsidiary is at the time liable, at any date as of which the amount thereof is to be
determined (a) in the case of any such transaction involving a capital lease, the amount on such
date capitalized thereunder, or (b) in the case of any other sale and leaseback transaction, the
then present value of the minimum rental obligations under such sale and leaseback transaction
during the remaining term thereof (after giving effect to any extensions at the option of the
lessor) computed by discounting the respective rental payments at the actual interest factor
included in such payments or, if such interest factor cannot be readily determined, at the rate of
ten percent (10%) per annum. The amount of any rental payment required to be made under any such
sale and leaseback transaction not involving a capital lease may exclude amounts required to be
paid by the lessee on account of maintenance and repairs, insurance, taxes, assessments, utilities,
operating and labor costs and similar charges.



     “Available Commitment” — as to any Lender at any time, an amount equal to the excess, if any,
of (a) such Lender’s Commitment then in effect over (b) such Lender’s Revolving Extensions of
Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit
for the purpose of determining such Lender’s Available Commitment pursuant to Section 2.04(a), the
aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.



     “Bankruptcy Event” — with respect to any Person, such Person becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the
Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy



-4-









 




Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.




     “Bankruptcy Laws” — Title 11 of the United States Code entitled “Bankruptcy”, as amended from
time to time and any similar other applicable law or statute in any other jurisdiction as amended
from time to time.



     “Board” — the Board of Governors of the Federal Reserve System of the United States (or any
successor).



     “Borrower” — as defined in the preamble hereof.



     “Borrower Indentures” — the collective reference to each of the following indentures so long
as such indenture shall not have been terminated: (i) the Indenture, dated as of March 1, 1995,
between the Borrower and The Chase Manhattan Bank, N.A.; (ii) the Indenture, dated as of September
1, 1997, between the Borrower and Harris Trust and Savings Bank, as supplemented March 24, 1999,
April 15, 1999 and March 7, 2000; (iii) the Indenture, dated as of March 9, 2001, between the
Borrower and The Bank of New York; (iv) the Indenture, dated as of April 26, 2001 among Anadarko
Finance Company, the Borrower and The Bank of New York, as supplemented May 23, 2001 and December
14, 2006; (v) the Indenture, dated as of September 19, 2006, between the Borrower and The Bank of
New York Mellon Trust Company, N.A. (formerly, the Bank of New York Trust Company, N.A.), as
trustee, as supplemented by that certain First Supplemental Indenture, dated as of October 10,
2006, and that certain Second Supplemental Indenture, dated as of July 15, 2009; and (vi) any other
indenture now or hereafter entered into by the Borrower or which the Borrower becomes subject
pursuant to which senior unsecured Indebtedness may be incurred.



     “Borrowing Date” — each Business Day specified in a notice pursuant to Section 2.03 as a date
on which the Borrower requests (or is deemed to have requested) the Lenders to make Loans.



     “Borrowing Notice” — as defined in Section 2.03.



     “Business Day” — any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City, New York are authorized or required by law to remain closed; provided that
when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day
on which banks are not open for dealings in Dollar deposits in the London interbank market.



     “Capital Lease Obligations” — as to any Person, the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP and, for the



-5-









 




purposes of this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.




     “Capital Stock” — any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership interests in a
Person (other than a corporation) and any and all warrants, rights or options to purchase any of
the foregoing.



     “Cayman Pledge Agreement” — the Share Charge to be executed and delivered by Kerr-McGee Oil &
Gas Corporation, a Delaware corporation, and Anadarko Global Holdings Company constituting a first
priority charge over such shares as represent 65% of the issued share capital of each Pledged
Cayman Subsidiary, substantially in the form of Exhibit B-2.



     “Change of Control” — (a) the acquisition by any Person or two or more Persons acting in
concert of beneficial ownership (within the meaning of Rule 13d-3 of the Commission) of 50% or
more of the outstanding shares of voting stock of the Borrower, unless the Board of Directors of
the Borrower shall have publicly announced its support for such acquisition or (b) a majority of
the members of the Board of Directors of the Borrower on any date shall not have been (i) members
of the Board of Directors of the Borrower on the date twelve months prior to such date or (ii)
approved by Persons who constitute at least a majority of the members of the Board of Directors of
the Borrower as constituted on the date twelve months prior to such date.



     “Closing Date” — the date on which the conditions precedent set forth in Section 6.01 shall
have been satisfied.



     “Code” — the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” — all property of the Loan Parties, now owned or hereafter acquired, upon which
a Lien is purported to be created by any Security Document.



     “Collateral Coverage Ratio” — as of any date of determination, the ratio of:




	 	(a)	 	the sum of:






	 	(i)	 	(x) the PV9 of 100% of the total Proved Reserves of the Loan Parties
that constitute Mortgaged Property but are not Principal Property Collateral
and (y) the lesser of (A) the PV9 of 100% of the total Proved Reserves of
the Loan Parties that are Principal Property Collateral and (B) the amount
equal to 1.75x the maximum amount of Indebtedness that is permitted to be
secured by such Principal Property Collateral pursuant to the Reference
Indentures to which the Loan Party mortgaging such Principal Property
Collateral is subject, in each case without requiring the Indebtedness
issued under such Reference Indentures to be equally and ratably secured
with the Secured Obligations, plus
	 
	 	(ii)	 	the PV9 of 65% of the total Pledged International Reserves owned
directly or indirectly by Pledged Subsidiaries or with respect to which





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	 	 	 	Anadarko Netherlands or a Wholly Owned Subsidiary of the Pledged
Subsidiaries has production rights by contract, plus
	 
	 	(iii)	 	65% of the Risked Fair Market Value attributable to all other
international assets of the Pledged Subsidiaries;




provided, however that clause (i) shall not constitute less than 75% of the sum of clauses (i),
(ii) and (iii), and, in the event that clause (i) is less than 75% of the sum of clauses (i), (ii)
and (iii), then the value attributable to the sum of clause (ii) and clause (iii) shall be reduced
to equal 25% of the sum of clause (i), clause (ii) and clause (iii), to





	 	(b)	 	the Revolving Extension of Credit outstanding as of such date of determination.





     “Commission” — the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this
Agreement such Commission is not existing and performing the duties now assigned to it, then the
body performing such duties at such time.



     “Commitment” — as to any Lender, the obligation of such Lender, if any, to make Loans and
participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the
amount set forth under the heading “Commitment” opposite such Lender’s name on Schedule 1.1A or in
the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof.



     “Commitment Fee Rate” — the applicable rate set forth under the heading “Commitment Fee Rate”
in the definition of Applicable Margin.



     “Compliance Certificate” — a certificate duly executed by a Financial Officer substantially
in the form of Exhibit C.



     “Consolidated Current Assets” — at any date, all amounts that would, in conformity with GAAP,
be set forth opposite the caption “total current assets” (or any like caption) on a consolidated
balance sheet of the Borrower and its Subsidiaries at such date plus, without duplication, the
Available Commitments, but excluding the current portion of all assets under Statement of Financial
Accounting Standards 133 (and any statements replacing, modifying or superseding such statement) in
respect of Swap Agreements.



     “Consolidated Current Liabilities” — at any date, all amounts that would, in conformity with
GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the
current portion of any Indebtedness of the Borrower and its Subsidiaries, (b) without duplication
of clause (a) above, all Indebtedness consisting of Revolving Extensions of Credit to the extent
otherwise included therein and (c) the current portion of all liabilities under Statement of
Financial Accounting Standards 133 (and any statements replacing, modifying or superseding such
statement) in respect of Swap Agreements.



     “Consolidated EBITDAX” — for any period, Consolidated Net Income for such period plus,
without duplication, (a) to the extent included in determining Consolidated Net Income for



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that period: (i) the aggregate amount of Consolidated Interest Expense for that period, (ii)
the aggregate amount of letter of credit fees accrued during that period, (iii) the aggregate
amount of income tax expense for that period, (iv) non-cash extraordinary losses, (v) losses on the
Disposition of assets, (vi) non-cash losses or charges under Statement of Financial Accounting
Standards 133 (and any statements replacing, modifying or superseding such statement) resulting
from the net change in the Borrower’s (or any Guarantor’s) mark-to-market portfolio of derivative
contracts and instruments, (vii) all amounts attributable to depreciation, depletion, amortization,
and other non-cash charges and expenses for that period, (viii) exploration and abandonment
expenses, (ix) any losses attributable to write-downs of assets, including write-downs under
Statements of Financial Accounting Standards 19 and 144 (and any statements replacing, modifying or
superseding such statements), (x) accretion expense and (xi) any other non-cash losses minus,
without duplication, (b) to the extent included in determining Consolidated Net Income for that
period, (i) non-cash extraordinary income, (ii) gains on the Disposition of assets (other than the
sale of Hydrocarbons in the ordinary course), (iii) non-cash gains under Statement of Financial
Accounting Standard 133 (and any statements replacing, modifying or superseding such statement)
resulting from the net change in Borrower’s (or any Guarantor’s) mark-to-market portfolio of
derivative contracts and instruments during that period, (iv) any gains attributable to write-ups
of assets, including write-ups under Statements of Financial Accounting Standards 19 and 144 (and
any statements replacing, modifying or superseding such statements) and (v) any other non-cash
income; provided, however, non-cash income or gains in respect of deferred revenue, production and
advance payments and other matters included in clause (h) of the definition of Indebtedness shall
not be subtracted from Consolidated Net Income under this clause (b). For the purposes of
calculating Consolidated EBITDAX for any period of four consecutive fiscal quarters (each, a
“Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (x) if at any
time during such Reference Period the Borrower or any of its Subsidiaries shall have made any
Material Disposition, the Consolidated EBITDAX for such Reference Period shall be reduced by an
amount equal to the Consolidated EBITDAX (if positive) attributable to the property that is the
subject of such Material Disposition for such Reference Period or increased by an amount equal to
the Consolidated EBITDAX (if negative) attributable thereto for such Reference Period and (y) if
during such Reference Period the Borrower or any of its Subsidiaries shall have made a Material
Acquisition, Consolidated EBITDAX for such Reference Period shall be calculated after giving pro
forma effect thereto as if such Material Acquisition occurred on the first day of such Reference
Period. As used in this definition, “Material Acquisition” means any acquisition of property or
series of related acquisitions of property that involves the payment of consideration by the
Borrower and its Subsidiaries in excess of $100,000,000; and “Material Disposition” means any
Disposition or series of related Dispositions that yields gross proceeds to the Borrower or any of
its Subsidiaries in excess of $100,000,000.




     “Consolidated Interest Expense” — for any period, total cash interest expense (including that
attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period
with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to
the extent such net costs are allocable to such period in accordance with GAAP).



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     “Consolidated Leverage Ratio” — as at the last day of any period, the ratio of (a)
Consolidated Total Debt on such day to (b) Consolidated EBITDAX for the period of four fiscal
quarters then ended.



     “Consolidated Net Income” — for any period, the consolidated net income (or loss) of the
Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided
that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of
its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the
Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the
Borrower to the extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than
under any Loan Document) or Requirement of Law applicable to such Subsidiary.



     “Consolidated Net Tangible Assets” — the aggregate amount of assets of the Borrower and its
Restricted Subsidiaries (less applicable reserves and other properly deductible items but including
investments in non-consolidated Persons) after deducting therefrom (a) all current liabilities
(excluding current maturities of Funded Debt and any current liabilities constituting Funded Debt
by reason of being renewable or extendible at the option of the obligor) and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles,
all as set forth on a consolidated balance sheet of the Borrower and its consolidated Subsidiaries
and computed in accordance with GAAP.



     “Consolidated Total Debt” — at any date, the aggregate principal amount of all Indebtedness
of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance
with GAAP.



     “Contractual Obligation” — as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.



     “Control” — the possession, directly or indirectly, of the power either to direct or cause
the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract, or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto.



     “Credit Exposure” — LC Exposure, Revolving Credit Exposure, Swingline Exposure or any
thereof.



     “Credit Party” — the Administrative Agent, any Issuing Lender, any Swingline Lender or any
other Lender.



     “Default” — an event which with the giving of notice or the passage of time, or both, would
constitute an Event of Default.



-9-









 





     “Defaulting Lender” — any Lender that (a) has failed, within two Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its
participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any
other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such
Lender notifies the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified
and including the particular default, if any) has not been satisfied, (b) has notified the Borrower
or any Credit Party in writing, or has made a public statement to the effect, that it does not
intend or expect to comply with any of its funding obligations under this Agreement (unless such
writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed, within three Business Days
after request by a Credit Party, acting in good faith, to provide a certification in writing from
an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such
certification in form and substance satisfactory to it and the Administrative Agent, (d) has become
the subject of a Bankruptcy Event or (e) or has assigned or transferred all or a part of its rights
hereunder without the prior written consent of the Borrower, unless such assignment or transfer is
made without the consent of the Borrower pursuant to Section 9.04(b)(i)(A).



     “Disposition” — with respect to any property or asset, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed
of” shall have correlative meanings.



     “Disqualified Stock” — with respect to any Person, any Capital Stock of such Person which, by
its terms (or by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of such Capital Stock), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or redeemable at the option of the holder of such Capital Stock, in whole or in part,
on or prior to the date that is 91 days after the Termination Date, provided, however, that any
Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the
occurrence of a “change of control” occurring prior to the date that is ninety-one (91) days after
the Termination Date shall not constitute Disqualified Stock if:



     (1) the “change of control” provisions applicable to such Disqualified Stock are not more
favorable to the holders of such Disqualified Stock than the Change of Control provisions of this
Agreement; and



     (2) any such requirement only becomes operative after either (i) any Event of Default
resulting from such Change of Control is waived or (ii) the Total Revolving Extensions of Credit
are paid in full in cash and the Total Commitments terminated.




-10-











 




The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this
Agreement shall be equal to the maximum amount that any Group Member may become obligated to pay
upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified
Stock, exclusive of accrued dividends.




     “Domestic Lending Office” — initially, the office of a Lender designated as such in its
Administrative Questionnaire, and thereafter such other office of such Lender, if any, of which
such Lender shall have most recently notified the Administrative Agent and the Borrower in writing.



     “Domestic Subsidiary” — any Subsidiary of the Borrower that is not a Foreign Subsidiary.



     “Dutch Parallel Debt” — as defined in the Netherlands Pledge Agreement.



     “Environmental Laws” — any and all laws (including common law), rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirements of Law regulating, relating to or imposing liability or standards of conduct
concerning protection of the environment, as now or may at any time hereafter be in effect.



     “Environmental Permits” — any and all permits, licenses, registrations, approvals,
notifications, exemptions and any other authorization under or pursuant to any Environmental Law.



     “Equal and Ratable Limit” — as defined in Section 2.03.



     “ERISA” — the Employee Retirement Income Security Act of 1974, as amended from time to time.



     “ERISA Affiliate” — any trade or business (whether or not incorporated) that, together with
any Group Member, is treated as a single employer under Section 414 of the Code.



     “ERISA Event” — (a) any Reportable Event; (b) any failure by any Pension Plan to satisfy the
minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of
ERISA) applicable to such Pension Plan; (c) the filing pursuant to Section 412 of the Code or
Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to
any Pension Plan; (d) the failure to make by its due date a required installment under Section
430(j) of the Code with respect to any Pension Plan or the failure by any Group Member or any ERISA
Affiliate to make any required contribution to a Multiemployer Plan; (e) the incurrence by any
Group Member or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the
termination of any Pension Plan, including but not limited to the imposition of any Lien in favor
of the PBGC or any Pension Plan; (f) a determination that any Pension Plan is in “at risk” status
(within the meaning of Section 430 of the Code or Section 303 of ERISA); (g) the receipt by any
Group Member or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan
under Section 4042 of ERISA; (h) the incurrence by any Group Member or any ERISA Affiliate of any
liability with respect to the withdrawal or partial withdrawal from any Pension Plan or
Multiemployer



-11-









 




Plan; or (i) the receipt by any Group Member or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from a Group Member or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,
or is expected to be, Insolvent, in Reorganization or in endangered or critical status, within the
meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.




     “Eurocurrency Reserve Requirements” — for any day as applied to a Eurodollar Loan, the
aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including basic, supplemental, marginal and emergency reserves)
under any regulations of the Board or other Governmental Authority having jurisdiction with respect
thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the
Federal Reserve System.



     “Eurodollar Lending Office” — initially, the office of a Lender designated as such in its
Administrative Questionnaire, and thereafter such other office of such Lender, if any, of which
such Lender shall have most recently notified the Administrative Agent and the Borrower in writing.



     “Eurodollar Loan” — Loans that bear interest at a rate based upon LIBOR.



     “Eurodollar Tranche” — the collective reference to Eurodollar Loans the then current Interest
Periods with respect to all of which begin on the same date and end on the same later date (whether
or not such Loans shall originally have been made on the same day).



     “Event of Default” — as defined in Section 7.01.



     “Excluded Taxes” — with respect to any payment made by any Loan Party under any Loan
Document, any of the following Taxes imposed on or with respect to a Recipient: (a) income or
franchise Taxes imposed on (or measured by) net income or gross business receipts by the United
States of America, or by the jurisdiction under the laws of which such Recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits Taxes imposed by the United States of America or
any similar Taxes imposed by any other jurisdiction in which the Borrower is located, (c) in the
case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under
Section 9.13), any withholding Taxes imposed by the United States of America or such other
jurisdiction as described in (a) above resulting from any Requirement of Law in effect (including
FATCA) on (and, in the case of FATCA, including any regulations or official interpretations thereof
issued after) the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section
2.15(f), except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive additional amounts from
the Borrower with respect to such withholding Taxes pursuant to Section 2.15(a).



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     “Existing Credit Agreement” — the $1,300,000,000 Revolving Credit Agreement, dated as of
March 4, 2008, among the Borrower, Western Gas Partners, LP, JPMorgan Chase Bank, N.A., as
administrative agent, the other agents and the lenders party thereto.



     “Existing Letters of Credit” — without duplication, the letters of credit issued pursuant to
the Existing Credit Agreement that are outstanding thereunder on the Closing Date and letters of
credit issued by any Lender to which a Group Member is the account party and is listed on Schedule
1.1F.



     “FATCA” — Sections 1471 through 1474 of the Code, as of the date of this Agreement.



     “Federal Funds Effective Rate” — for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by it.



     “Fee Payment Date” — (a) the third Business Day following the last day of each March, June,
September and December and (b) the Termination Date.



     “Financial Officer” — the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower or any other officer or employee that any of the foregoing may, in
accordance with the Borrower’s customary business practices, designate to act as a Financial
Officer by notice to the Administrative Agent in accordance with this Agreement.



     “Foreign Pledge Agreements” — the collective reference to (a) the Cayman Pledge Agreement and
(b) the Netherlands Pledge Agreement.



     “Foreign Subsidiary” — any Subsidiary of the Borrower that is (i) organized in a jurisdiction
other than a jurisdiction within the United States or (ii) organized in a jurisdiction within the
United States and all of the Capital Stock of which is held, directly or indirectly, by one or more
Subsidiaries of the Borrower that is organized in a jurisdiction other than a jurisdiction within
the United States.



     “Funded Debt” — all Indebtedness for money borrowed which is not by its terms subordinated in
right of payment to the prior payment in full of the Loans or any Indebtedness issued pursuant to
any Reference Indenture, having a maturity of more than 12 months from the date of issuance or
having a maturity of less than 12 months from such date of issuance but by its terms being (i)
renewable or extendible beyond 12 months from such date at the option of the obligor or (ii) issued
in connection with a commitment by a bank or other financial institution to lend so that such
indebtedness is treated as though it had a maturity in excess of 12 months pursuant to GAAP.



     “GAAP” — generally accepted accounting principles in the United States as in effect from time
to time, except that for purposes of Section 5.01, GAAP shall be determined on the basis of such
principles in effect on the date hereof and consistent with those used in the



-13-









 




preparation of the most recent audited financial statements referred to in Section 3.05. In
the event that any “Accounting Change” (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms in this Agreement,
then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend
such provisions of this Agreement so as to reflect equitably such Accounting Changes with the
desired result that the criteria for evaluating the Borrower’s financial condition shall be the
same after such Accounting Changes as if such Accounting Changes had not been made. Until such
time as such an amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting Changes had not
occurred. “Accounting Changes” refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if applicable, the
Commission.




     “Governmental Authority” — the government of the United States, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government, any
securities exchange and any self-regulatory organization (including the National Association of
Insurance Commissioners).



     “Grantor” — as defined in the Guarantee and Collateral Agreement.



     “Group Members” — the collective reference to the Borrower and its Subsidiaries.



     “Guarantee and Collateral Agreement” — the Guarantee and Collateral Agreement to be executed
and delivered by the Borrower and each Guarantor, substantially in the form of Exhibit B-1.



     “Guarantee Obligation” — as to any Person (the “guaranteeing person”), any obligation,
including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that
guarantees or in effect guarantees, or which is given to induce the creation of a separate
obligation by another Person (including any bank under any letter of credit) that guarantees or in
effect guarantees, any Indebtedness (the “primary obligations”) of any other third Person (the
“primary obligor”) in any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of any such primary obligation or (2) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation
shall not include endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be
the lower of (a) an amount equal to



-14-









 




the stated or determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable
pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be liable are not stated
or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing
person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower
in good faith.




     “Guarantors” — (i) as of the Closing Date, each Domestic Subsidiary of the Borrower listed on
Schedule 1.1B and (ii) thereafter, each Domestic Subsidiary of the Borrower listed on Schedule 1.1B
(unless such Subsidiary is released from its Guarantee Obligations under the Guarantee and
Collateral Agreement in accordance with the terms thereof), each Domestic Subsidiary that becomes
an obligor of Indebtedness incurred under any Reference Indenture, if not included in the
foregoing, each Mortgagor and any Person which is required to become a Guarantor pursuant to the
terms of Section 4.09(b).



     “Hydrocarbon Interests” — all rights, titles, interests and estates now owned or hereafter
acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous
hydrocarbon leases, mineral fee or lease interests, farm-outs, overriding royalty and royalty
interests, net profit interests, oil payments, production payment interests and similar mineral
interests, including any reserved or residual interest of whatever nature.



     “Hydrocarbons” — oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline,
condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in
conjunction therewith from a well bore and all products, by-products, and other substances derived
therefrom or the processing thereof, and all other minerals and substances produced in conjunction
with such substances, including sulfur, geothermal steam, water, carbon dioxide, helium, and any
and all minerals, ores, or substances of value and the products and proceeds therefrom.



     “Indebtedness” — of any Person at any date, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business which are not more than 90 days past due or which are currently being contested in good
faith by appropriate proceedings and with respect to which reserves in conformity with GAAP are
being maintained), (c) all obligations of such Person evidenced by notes, bonds, debentures or
other similar instruments, (d) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (e) all Capital Lease Obligations of such
Person, (f) all obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of acceptances, letters of credit, surety bonds or similar
arrangements, (g) the liquidation value of all Disqualified Stock of such Person, (h) all
obligations of such Person to deliver Hydrocarbons, in consideration of one or more production or
advance payments, other than production payments and advance payments in the ordinary course of
business for Hydrocarbons which must be delivered within 18 months after the date of such payment,
(i) all Guarantee Obligations of such Person in respect of obligations of the kind



-15-









 




referred to in clauses (a) through (h) above, (j) all obligations of the kind referred to in
clauses (a) through (i) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts
and contract rights) owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation the amount of which shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in respect of which
such Lien may secure and (b) the fair market value (as determined by the Borrower in good faith) of
the property subject of such Lien or right, and (l) for the purposes of Section 7.01(f) only, all
obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of
such Indebtedness expressly provide that such Person is not liable therefor.




     “Indemnified Taxes” — (a) Taxes, other than Excluded Taxes, imposed on or with respect to any
payment made by any Loan Party under any Loan Document and (b) Other Taxes.



     “Indemnitee” — as defined in Section 9.03(b).



     “Information” — as defined in Section 9.12.



     “Initial Collateral Coverage Ratio” — as of any date of determination, the ratio of:



     (a) the sum of:




	 	(i)	 	the PV9 of 100% of the total Proved Reserves of the Loan
Parties that constitute Mortgaged Property, plus
	 
	 	(ii)	 	the PV9 of 65% of the total Pledged International Reserves
owned directly or indirectly by the Pledged Subsidiaries or with respect to
which Anadarko Netherlands or a Wholly Owned Subsidiary of the Pledged
Subsidiaries has production rights by contract, plus
	 
	 	(iii)	 	65% of the Risked Fair Market Value attributable to all
other international assets of the Pledged Subsidiaries;




provided, however that clause (i) shall not constitute less than 50% of the sum of clauses (i),
(ii) and (iii), and, in the event that clause (i) is less than 50% of the sum of clauses (i), (ii)
and (iii), then the value attributable to the sum of clause (ii) and clause (iii) shall be reduced
to equal 50% of the sum of clause (i), clause (ii) and clause (iii), to




     (b) the Total Commitments as of such date of determination.



     “Initial Collateral Package” — the properties and assets referred to on Schedule 1.1E.



     “Insolvency” — with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.



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     “Insolvent” — pertaining to a condition of Insolvency.



     “Intellectual Property” —  the collective reference to all rights, priorities and privileges
relating to intellectual property, whether arising under United States, multinational or foreign
laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive all proceeds and
damages therefrom.



     “Intercompany Subordination Agreement” — the Intercompany Subordination Agreement among the
Borrower, certain Subsidiaries of the Borrower, and the Administrative Agent, substantially in the
form of Exhibit B-4.



     “Interest Payment Date” — (a) as to any Alternate Base Rate Loan (other than Swingline
Loans), the last day of each March, June, September and December to occur while such Loan is
outstanding and the Termination Date, (b) as to any Eurodollar Loan (other than Swingline Loans)
having an Interest Period of three months or less, the last day of such Interest Period, (c) as to
any Eurodollar Loan (other than Swingline Loans) having an Interest Period longer than three
months, each day that is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period and (d) as to any Loan, the date of any
repayment or prepayment made in respect thereof.



     “Interest Period” — with respect to any Eurodollar Loan, initially, the period commencing on
the Borrowing Date or continuation date, as the case may be, with respect to such Eurodollar Loan
and ending 2 weeks or 1, 2, 3, 6 or, to the extent funds are available, as determined by the
Administrative Agent, 9 or 12 months thereafter, as selected by the Borrower by irrevocable notice
to the Administrative Agent not less than three Business Days prior to the last day of the then
current Interest Period with respect thereto or as otherwise determined in accordance with Section
2.09(c), provided, that, all of the foregoing provisions relating to Interest Periods are subject
to the following:



     (i) if any Interest Period would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;



     (ii) the Borrower may not select an Interest Period that would extend beyond the Termination
Date; and



     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar month.



     “IRS” — the United States Internal Revenue Service.



     “Issuing Lender” — each of JPMorgan Chase Bank, N.A. or any of its Affiliates in its capacity
as issuer of any Letter of Credit and any other Lender approved by the Administrative Agent and the
Borrower that has agreed in its sole discretion to act as an “Issuing Lender”



-17-









 




hereunder, or any Affiliate of such Lender, in each case in its capacity as issuer of any
Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference
to the applicable Issuing Lender.




     “Kerr-McGee Indentures” — the collective reference to each of the following indentures, so
long as such indenture shall not have been terminated: (i) the Indenture, dated as of August 1,
2001, between Kerr-McGee Corporation and Citibank, N.A., as supplemented September 21, 2005 and
October 4, 2006 and (ii) the Indenture, dated as of August 1, 1982, between Kerr-McGee Corporation
and Citibank, N.A., as supplemented May 7, 1996, November 1, 1999, January 18, 2000, February 11,
2000, June 26, 2001, August 1, 2001, December 31, 2002 and October 4, 2006.



     “LC Disbursement” — a payment made by an Issuing Lender pursuant to a Letter of Credit issued
by such Issuing Lender.



     “LC Exposure” — at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit issued for the account of the Borrower or any of its Subsidiaries at such time,
plus (b) the aggregate amount of all LC Disbursements that the Borrower is obligated to reimburse
but which have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Lender at any time shall be equal to its Applicable Percentage of the total LC
Exposure at such time.



     “LC Issuance Limit” — for any Issuing Lender, the amount set forth on Schedule 1.1G opposite
such Issuing Lender or such higher amount as agreed between the Borrower and such Issuing Lender.



     “LC Participants” — in respect of any Letter of Credit, the collective reference to all the
Lenders other than the Issuing Lender for such Letter of Credit.



     “Lender” — as defined in the preamble hereof. Unless the context otherwise requires, the term
“Lender” includes each Swingline Lender.



     “Letter of Credit” — (a) each of the Existing Letters of Credit, and (b) any letter of credit
issued after the Closing Date pursuant to this Agreement.



     “LIBOR Base Rate” — with respect to each day during each Interest Period pertaining to a
Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for
a period equal to such Interest Period commencing on the first day of such Interest Period
appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior
to the beginning of such Interest Period. In the event that such rate does not appear on such page
(or otherwise on such screen), the “LIBOR Base Rate” shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be selected by the
Administrative Agent or, in the absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits at or about 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar market where its
eurodollar and foreign currency and exchange operations are then being conducted for delivery on
the first day of such Interest Period for the number of days comprised therein.



-18-









 





     “LIBOR” — with respect to each day during each Interest Period pertaining to a Eurodollar
Loan, a rate per annum determined for such day in accordance with the following formula:


  LIBOR Base Rate 

  1.00 - Eurocurrency Reserve Requirements




     “Lien” — any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).



     “Loan” — any loan made by any Lender pursuant to this Agreement. Unless the context
otherwise requires, the term “Loan” includes a Swingline Loan.



     “Loan Document(s)” — this Agreement, the Security Documents, the Notes, the Intercompany
Subordination Agreement and any amendment, waiver, supplement or other modification to any of the
foregoing.



     “Loan Parties” — without duplication, the Borrower, each Guarantor and each Grantor.



     “Majority Lenders” — at any time, the holders of more than 50% of (a) until the Closing Date,
the Commitments then in effect and (b) thereafter, the Total Commitments then in effect or, if the
Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.



     “Material Adverse Effect” — a material adverse effect on (a) the business, assets, operations
or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) the ability of
the Borrower and its Subsidiaries to perform their obligations, taken as a whole, under the Loan
Documents, provided, however, that cyclical declines in energy prices will not constitute a
Material Adverse Effect; and provided, further, however, that financial liabilities, if any, of the
Borrower and its Subsidiaries arising out of the MC252 oil well incident in the Gulf of Mexico (as
determined by an agreement of the Borrower to pay, an arbitral award, a final non-appealable
judgment of a court having jurisdiction over the Borrower or assessment by a governmental agency
having jurisdiction over the Borrower) shall be deemed to have had a Material Adverse Effect or
shall be deemed to reasonably be expected to have a Material Adverse Effect only if both (i) such
liabilities exceed $20,000,000,000 in the aggregate or $10,000,000,000 or more of such liabilities
shall have become payable in any consecutive period of 12-months during the four-year period
following the Closing Date (excluding any portion thereof paid in any such 12-month period from
funds reserved in a prior period) and (ii) after giving effect to the payment of any such
liabilities, the Borrower shall fail to have minimum liquidity (including unencumbered cash and
cash equivalents, Commitment availability and Anticipated Asset Sale Proceeds) of at least
$1,500,000,000; or (c) the validity or enforceability of any of the Loan Documents or the rights
and remedies of the Administrative Agent and the Lenders thereunder.



-19-









 





     “Materials of Environmental Concern” —  any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation,
asbestos, radioactivity, any pollutants, contaminants, and hazardous or toxic substances, materials
or wastes, defined as such (or by words of similar meaning) in or regulated under any applicable
Environmental Laws; and any other substance that could give rise to liability under any applicable
Environmental Laws.



     “Money Borrowed Obligations” — the portion of the Obligations composed of Indebtedness for
money borrowed or guarantees thereof.



     “Moody’s” — Moody’s Investors Service, Inc.



     “Mortgaged Properties” — as of the Closing Date, the Oil and Gas Properties, real properties
and interests listed on Schedule 1.1C, as to which the Administrative Agent for the benefit of the
Secured Parties shall be granted a Lien on the Closing Date pursuant to the Mortgages; and
thereafter any Oil and Gas Properties, real properties and interests as to which the Administrative
Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages.



     “Mortgages” — each of the mortgages and deeds of trust made by any Loan Party in favor of, or
for the benefit of, the Administrative Agent for the benefit of the Secured Parties, substantially
in the form of Exhibit E (with such changes thereto as shall be advisable under the law of the
jurisdiction in which such mortgage or deed of trust is to be recorded).



     “Multiemployer Plan” — a Plan that is a multiemployer plan as defined in Section 4001(a)(3)
of ERISA.



     “Net Cash Proceeds” — (a) in connection with any Asset Sale or any Recovery Event, the gross
proceeds thereof in the form of cash and cash equivalents (including any such proceeds received by
way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees,
accountants’ fees, investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of
such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document), payments
made to unwind or terminate Swap Agreements and other customary fees and expenses actually incurred
in connection therewith and net of taxes paid or reasonably estimated to be payable as a result
thereof (after taking into account any available tax credits or deductions and any tax sharing
arrangements) and (b) in connection with any issuance or sale of Capital Stock that is subject to
Section 2.08 or Section 5.06(e), the cash proceeds received from such issuance or incurrence, net
of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in connection therewith.



     “Netherlands Pledge Agreement” — the Pledge Agreement to be executed and delivered by APC
International Holdings, LLC with respect to 65% of the issued and outstanding Capital Stock of
Anadarko Netherlands, substantially in the form of Exhibit B-3.



     “Non-Principal Property Secured Loan” — as defined in Section 2.03.




-20-











 





     “Non-U.S. Lender” — a Lender that is not a U.S. Person.



     “Notice of Default” — as defined in Section 8.10.



     “Notes” — the collective reference to any promissory note evidencing Loans.



     “Obligations” — the unpaid principal of and interest on (including interest accruing after
the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) the Loans, Reimbursement Obligations and all other
obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in
the case of Specified Swap Agreements and Specified Cash Management Agreements, any Affiliate of
any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any
Specified Cash Management Agreement or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees,
unpaid amounts, termination payments, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid
by the Borrower pursuant hereto) or otherwise.



     “Oil and Gas Properties” — Hydrocarbon Interests; the properties now or hereafter pooled or
unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling
agreements and declarations of pooled units and the units created thereby (including without
limitation all units created under orders, regulations and rules of any Governmental Authority
having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all
pipelines, gathering lines, compression facilities, tanks and processing plants; all interests held
in royalty trusts whether presently existing or hereafter created; all Hydrocarbons in and under
and which may be produced, saved, processed or attributable to the Hydrocarbon Interests, the lands
covered thereby and all Hydrocarbons in pipelines, gathering lines, tanks and processing plants and
all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to
the Hydrocarbon Interests; all tenements, hereditaments, appurtenances and properties in any way
appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, and all rights,
titles, interests and estates described or referred to above, including any and all real property,
now owned or hereafter acquired, used or held for use in connection with the operating, working or
development of any of such Hydrocarbon Interests or property and including any and all surface
leases, rights-of-way, easements and servitudes together with all additions, substitutions,
replacements, accessions and attachments to any and all of the foregoing; all oil, gas and mineral
leasehold and fee interests, all overriding royalty interests, mineral interests, royalty
interests, net profits interests, net revenue interests, oil payments, production payments, carried
interests and any and all other interests in Hydrocarbons; in each case whether now owned or
hereafter acquired directly or indirectly.



     “Other Connection Taxes” — with respect to any Recipient, Taxes imposed as a result of a
present or former connection between such Recipient and the jurisdiction imposing such Taxes (other
than a connection arising from such Recipient having executed, delivered, enforced,



-21-









 




become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, or engaged in any other transaction pursuant to, any Loan
Document).




     “Other Taxes” — any present or future stamp, court, documentary, intangible, sales,
recording, filing or similar excise or property Taxes that arise from any payment made under, from
the execution, delivery, performance, enforcement or registration of, or from the registration,
receipt or perfection of a security interest under, or otherwise with respect to, any Loan
Document, except any such Taxes that are Other Connection Taxes imposed with respect to an
assignment (other than an assignment under Section 9.13).



     “Parent” — with respect to any Lender, any Person as to which such Lender is, directly or
indirectly, a subsidiary.



     “Participant” — as defined in Section 9.04(c).



     “Participant Register” — as defined in Section 9.04(c).



     “PBGC” — the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA (or any successor).



     “Pension Plan” — any Plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any
Group Member or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4069
of ERISA be deemed to be) an “employer” as defined in section 3(5) of ERISA.



     “Person” — any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Plan” — any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is
currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an
ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof,
sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate.



     “Pledged Cayman Subsidiary” — each Subsidiary identified on Schedule 1.1D.



     “Pledged International Reserves” — the Proved Reserves of, or with respect to which Anadarko
Algeria Company LLC, Anadarko Exploracao e Producao de Petroleo e Gas Natural Ltda., Kerr-McGee
China Petroleum Ltd. and Anadarko WCTP Company have production rights by contract.



     “Pledged Stock” — as defined in the Guarantee and Collateral Agreement.



     “Pledged Subsidiaries” — the collective reference to Anadarko Netherlands and the Pledged
Cayman Subsidiaries.



-22-









 





     “Prime Rate” — the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the
Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank,
N.A. in connection with extensions of credit to debtors).



     “Principal Property” — of any Loan Party, as defined in each Reference Indenture to which
such Loan Party is subject or by which it or its property is bound.



     “Principal Property Collateral” — Realty Collateral composed of Principal Property in which a
Lien has been granted pursuant to the Mortgages or the Guarantee and Collateral Agreement.



     “Proved Reserves” — collectively, “proved oil and gas reserves”, “proved developed producing
oil and gas reserves”, “proved developed non-producing oil and gas reserves” (consisting of proved
developed shut-in oil and gas reserves and proved developed behind pipe oil and gas reserves), and
“proved undeveloped oil and gas reserves”, as such terms are defined by the Commission in its
relevant standards and guidelines.



     “PV9” — with respect to any Proved Reserves expected to be produced from any undivided
interests in Oil and Gas Properties, the net present value, discounted at 9% per annum, of the
future net revenues expected to accrue to the Borrower’s or any of its Subsidiary’s interests in
such Proved Reserves (after deducting all existing burdens) during the remaining expected economic
lives of such Proved Reserves. Each calculation of such expected future net revenues shall be made
in accordance with the then existing standards of the Society of Petroleum Engineers, provided that
in any event (a) appropriate deductions shall be made for severance and ad valorem taxes, and for
operating (including purchasing and injecting water), gathering, transportation and marketing costs
required for the production and sale of such reserves, and (b) the pricing assumptions and
escalations used in determining the PV9 for any particular reserves shall be the price deck of the
Administrative Agent (or any other pricing assumptions to which the Borrower and the Administrative
Agent may agree) and shall give effect to any commodity Swap Agreements included in the Collateral.
PV9 shall reflect the deferred revenue with respect to production payments included in
Consolidated Total Debt, at a value that is equal to the amount of deferred revenues so included in
Consolidated Total Debt. The reserve and market values referred to above shall be calculated
annually within three business days of the date of the Borrower’s proved reserve information is
included in its annual report on Form 10-K.



     “Realty Collateral” — all of the Borrower’s interest now owned or hereafter acquired in and
to the Oil and Gas Properties, including any access rights, water and water rights, and all
unsevered and unextracted Hydrocarbons.



     “Recipient” — as applicable, (a) the Administrative Agent, (b) any Lender and (c) each
Issuing Lender.



     “Recovery Event” — any settlement of or payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of any Group Member.



     “Reference Indentures” — (a) with respect to the Borrower and its Subsidiaries, the Borrower
Indentures, (b) with respect to Kerr-McGee Corporation and its Subsidiaries, the



-23-









 




Borrower Indentures and the Kerr-McGee Indentures and (c) with respect to Borrower Holding
Company and its Subsidiaries, the Borrower Indentures and the UPR Indentures.




     “Register” — as defined in Section 9.04(b)(iv).



     “Regulation U” — Regulation U of the Board as in effect from time to time.



     “Reimbursement Obligation” — the obligation of the Borrower to reimburse any Issuing Lender
pursuant to Section 2.05 for amounts drawn under Letters of Credit.



     “Related Parties” — with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, advisors and agents of such Person and such Person’s
Affiliates.



     “Reorganization” — with respect to any Multiemployer Plan, the condition that such plan is in
reorganization within the meaning of Section 4241 of ERISA.



     “Reportable Event” — any of the events set forth in Section 4043(c) of ERISA or the
regulations issued thereunder, other than those events as to which the thirty day notice period
referred to in Section 4043(a) of ERISA has been waived, with respect to a Pension Plan.



     “Requirement of Law” —any law, treaty, rule or regulation or determination of an arbitrator
or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject.



     “Restricted Payments” — as defined in Section 5.07.



     “Restricted Subsidiary” — a Subsidiary of the Borrower except a Subsidiary (a) which neither
transacts any substantial portion of its business nor regularly maintains any substantial portion
of its fixed assets within the United States or offshore the United States or (b) which is engaged
primarily in financing the operations of the Borrower or its Subsidiaries, or both.



     “Revolving Credit Exposure” — at any time, the aggregate outstanding principal amount of
Revolving Loans made by any Lender at such time.



     “Revolving Loan” — any Loan made by the Lenders pursuant to Section 2.01(a) of this
Agreement.



     “Revolving Extensions of Credit” — as to any Lender at any time, an amount equal to the sum
of (a) such Lender’s Revolving Credit Exposure, (b) such Lender’s Applicable Percentage of the LC
Exposure then outstanding (including LC Exposure resulting from the roll-over of Existing Letters
of Credit pursuant to Section 2.05(j)) and (c) such Lender’s Swingline Exposure.



     “Revolving Period” — the period from and including the Closing Date to but excluding the
Termination Date.



-24-









 





     “Risked Fair Market Value” — (a) as of the Closing Date shall be as set forth on Schedule
1.1E and (b) as of any date of determination thereafter, with respect to any Proved Reserves,
probable reserves and/or possible reserves, in each case, to the extent required to be valued for
the Borrower to be in compliance with the Adjusted Collateral Coverage Ratio, the Collateral
Coverage Ratio, the Initial Collateral Coverage Ratio or the Section 6.02(a) Collateral Coverage
Ratio, as applicable, expected to be produced from any undivided interests in Oil and Gas
Properties indirectly owned or controlled by the Pledged Subsidiaries, the net present value,
discounted at 12.5% per annum, of the future net revenues expected to accrue to such Subsidiary’s
direct or indirect interests in such reserves (after deducting all existing burdens) during the
remaining expected economic lives of such reserves. Each calculation of such expected future net
revenues shall be made in accordance with the then existing standards of the Society of Petroleum
Engineers; provided that in any event (a) appropriate deductions shall be made for severance and ad
valorem taxes, and for operating (including purchasing and injecting water), gathering,
transportation and marketing costs required for the production and sale of such reserves, and (b)
the pricing assumptions and escalations used in determining the Risked Fair Market Value for any
particular reserves shall be based on the Administrative Agent’s then current market strip prices
for energy commodity prices along the forward commodity price curve for the succeeding four year
period from the date of determination and held constant thereafter (or any other pricing
assumptions to which the Borrower and the Administrative Agent may agree).



     “S&P” — Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies.



     “Section 6.02(a) Collateral Coverage Ratio” — as of any date of determination, the ratio of:



     (a) the sum of:




	 	(i)	 	the PV9 of 100% of the total Proved Reserves of the Loan
Parties that constitute Mortgaged Property, plus
	 
	 	(ii)	 	the PV9 of 65% of the total Pledged International Reserves
owned directly or indirectly by the Pledged Subsidiaries or with respect to
which Anadarko Netherlands or a Wholly Owned Subsidiary of the Pledged
Subsidiaries has production rights by contract, plus
	 
	 	(iii)	 	65% of the Risked Fair Market Value attributable to all
other international assets of the Pledged Subsidiaries;




provided, however that clause (i) shall not constitute less than 50% of the sum of clauses (i),
(ii) and (iii), and, in the event that clause (i) is less than 50% of the sum of clauses (i), (ii)
and (iii), then the value attributable to the sum of clause (ii) and clause (iii) shall be reduced
to equal 50% of the sum of clause (i), clause (ii) and clause (iii), to




     (b) the Revolving Extensions of Credit outstanding on such date of determination.



     “Secured Parties” — as defined in the Guarantee and Collateral Agreement.



-25-









 





     “Secured Obligations” — as defined in the Guarantee and Collateral Agreement.



     “Security Documents” — the collective reference to the Guarantee and Collateral Agreement,
the Foreign Pledge Agreements, the Mortgages and any certificate delivered in connection therewith
and all other security documents hereafter delivered to the Administrative Agent granting a Lien on
any property of any Person to secure the obligations and liabilities of any Loan Party under any
Loan Document.



     “Significant Subsidiary” — with respect to a Person, the “significant subsidiaries” (as
defined in Regulation S-X of the Commission under the Securities and Exchange Act of 1934) of such
Person.



     “Solvent” — when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets of such Person
will, as of such date, exceed the amount of all “liabilities of such Person, contingent or
otherwise”, as of such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater than the amount that
will be required to pay the liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) such Person will be able to pay its debts as they
mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim”
means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.



     “Specified Cash Management Agreement” — any agreement providing for treasury, depositary,
purchasing card or cash management services, including in connection with any automated clearing
house transfers of funds or any similar transactions between any Group Member and any Lender or
affiliate thereof.



     “Specified Swap Agreement” — (i) any Swap Agreement in existence on the Closing Date between
any Loan Party and any Person that is a Lender or an Affiliate of a Lender on the Closing Date or
that becomes a Lender within sixty (60) days after the Closing Date and (ii) thereafter, any Swap
Agreement between any Loan Party and any Person that is a Lender or an Affiliate of a Lender at the
time such Swap Agreement is entered into.



     “Subsidiary” — with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general



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partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent. Unless the context otherwise clearly requires,
reference in this Agreement to a “Subsidiary” or the “Subsidiaries” refers to a Subsidiary or the
Subsidiaries of the Borrower; provided that, notwithstanding the foregoing, WGR Holdings, LLC, a
Delaware limited liability company, and its Subsidiaries shall not be considered Subsidiaries of
the Borrower.




     “Swap Agreement” — any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap
Agreement”.



     “Swingline Exposure” — at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable
Percentage of the total Swingline Exposure at such time.



     “Swingline Lender” — each of JPMorgan Chase Bank, N.A. or any of its Affiliates in its
capacity as lender of Swingline Loans and any other Lender approved by the Administrative Agent and
the Borrower that has agreed in its sole discretion to act as a “Swingline Lender” hereunder, or
any Affiliate of such Lender, in each case in its capacity as a lender of Swingline Loans. Each
reference herein to “the Swingline Lender” shall be deemed to be a reference to the applicable
Swingline Lender.



     “Swingline Limit” — for any Swingline Lender, the amount set forth on Schedule 1.1H opposite
such Swingline Lender or such higher amount as agreed between the Borrower and such Swingline
Lender.



     “Swingline Loan” — a Loan made pursuant to Section 2.21.



     “Syndication Agents” — as defined in the preamble hereof.



     “Taxes” — any present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.



     “Termination Date” — September 2, 2015.



     “Total Commitments” — at any time, the aggregate amount of the Commitments then in effect.
As of the Closing Date, the original amount of the Total Commitments is $5,000,000,000.



     “Total Revolving Extensions of Credit” — at any time, the aggregate amount of the Revolving
Extensions of Credit of the Lenders outstanding at such time.



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     “Transactions” — the execution, delivery, and performance by the Borrower of this Agreement,
the borrowing of the Loans, the use of the proceeds thereof, and the issuance of Letters of Credit
hereunder.



     “Type” — as to any Loan its nature as an Alternate Base Rate Loan or a Eurodollar Loan.



     “USA Patriot Act” — as defined in Section 9.15.



     “U.S. Person” — a “United States person” within the meaning of Section 7701(a)(30) of the
Code.



     “U.S. Tax Certificate” — as defined in Section 2.15(e)(ii)(D).



     “US” or “United States” — the United States of America, its fifty states, and the District of
Columbia and its other territories.



     “US Dollars” or “US$” or “$” or “Dollars” — lawful money of the United States of America.



     “UPR Indentures” — the collective reference to each of the following indentures, so long as
such indenture shall not have been terminated: (i) the Indenture, dated as of April 13, 1999, among
Union Pacific Resources Group Inc., Union Pacific Resources Inc., UPR Capital Company and The Bank
of New York, as supplemented July 14, 2000 and (ii) the Indenture, dated as of March 27, 1996,
between Union Pacific Resources Group Inc. and Texas Commerce Bank National Association, as
supplemented July 14, 2000.



     “Wholly Owned Guarantor” — any Guarantor that is a Wholly Owned Subsidiary of the Borrower.



     “Wholly Owned Subsidiary” — as to any Person, (a) any other Person all of the Capital Stock
of which (other than directors’ qualifying shares required by law) is owned by such Person directly
and/or by other Wholly Owned Subsidiaries of such Person or (b) any Subsidiary that is organized in
a foreign jurisdiction and is required by the applicable laws and regulations of such foreign
jurisdiction to be partially owned by the government of such foreign jurisdiction or individuals or
corporate citizens of such foreign jurisdiction, provided that the Borrower, directly or
indirectly, owns the remaining Capital Stock in such Subsidiary and, by contract or otherwise,
controls the management and business of such Subsidiary and derives economic benefits of ownership
of such Subsidiary to substantially the same extent as if such Subsidiary were a Wholly Owned
Subsidiary.



     “Withdrawal Liability” — any liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.



     “Withholding Agent” — any Loan Party and the Administrative Agent.



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     Section 1.02 Use of Defined Terms. Any defined term used in the plural preceded by the definite article
shall be taken to encompass all members of the relevant class. Any defined term used in the
singular preceded by “any” shall be taken to indicate any number of the members of the relevant
class.


     Section 1.03 Accounting Terms. As used herein and in the other Loan Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group
Member not defined in Section 1.01 and accounting terms partly defined in Section 1.01, to the
extent not defined, shall have the respective meanings given to them under GAAP (provided that,
notwithstanding anything to the contrary herein, all accounting or financial terms used herein
shall be construed, and all financial computations pursuant hereto shall be made, without giving
effect to any election under Statement of Financial Accounting Standards 159 (or any other
Financial Accounting Standard having a similar effect) to value any Indebtedness or other
liabilities of any Group Member at “fair value”, as defined therein), (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii)
the word “incur” shall be construed to mean incur, create, issue, assume or become liable in
respect of (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights, and (v) references to
agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer
to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise
modified from time to time.




     Section 1.04 Interpretation.



          (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or other document made or
delivered pursuant hereto or thereto.




          (b) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.




          (c) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




ARTICLE II

AMOUNT AND TERMS OF LOANS




     Section 2.01 Loans.



          (a) Subject to the terms and conditions of this Agreement, from time to time during the
Revolving Period, each Lender severally agrees to make Revolving Loans to the Borrower in an
aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such
Lender’s Commitment or (ii) the sum of the Total Revolving Extensions of Credit exceeding the Total
Commitments. Within the foregoing limits the





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Borrower may use the Total Commitments by borrowing, repaying and prepaying the Revolving
Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.




          (b) Each Revolving Loan shall be made only during the Revolving Period by the Lenders ratably
in accordance with their Commitments. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder, provided that the
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required.




          (c) Subject to Section 2.16, Loans may be (i) Eurodollar Loans, (ii) Alternate Base Rate Loans
or (iii) a combination thereof, as determined by the Borrower. Eurodollar Loans shall be made and
maintained by each Lender at either its Eurodollar Lending Office or its Domestic Lending Office,
at its option, provided that the exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement or create or increase
any obligation of the Borrower not otherwise arising, or arising in such increased amount, under
Section 2.13.




     Section 2.02 Repayment of Loans; Evidence of Debt.



          (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the account of each Lender the then unpaid principal and accrued interest amount of each Revolving
Loan of such Lender on the Termination Date, and (ii) to the Swingline Lenders the then unpaid
principal amount of each Swingline Loan on the earlier of the Termination Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar month and
is at least two Business Days after such Swingline Loan is made; provided that on each date that a
Revolving Loan is made, the Borrower shall repay all Swingline Loans then outstanding; provided
further, that all Loans shall be paid on such earlier date upon which the maturity of the Loans
shall have been accelerated pursuant to ARTICLE VII.




          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (c) The Administrative Agent shall maintain the Register in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.




          (d) The entries made in the accounts maintained pursuant to Section 2.02 (b) and in the
Register shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain





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such accounts or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.




          (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
such Lender in substantially the form attached hereto as Exhibit A.




          (f) Each Lender is authorized to and shall endorse the date, Type and amount of each Loan made
by such Lender, each continuation thereof, each conversion of all or a portion thereof to the same
or another Type, and the date and amount of each payment of principal with respect thereto on the
schedule annexed to and constituting a part of its Note. No failure to make or error in making any
such endorsement as authorized hereby shall affect the validity of the obligations of the Borrower
to repay the Loans made to the Borrower with interest thereon as provided in this Section 2.02 or
the validity of any payment thereof made by the Borrower. Each Lender shall, at the request of the
Borrower, deliver to the Borrower copies of the Borrower’s Note and the schedules annexed thereto.




     Section 2.03 Procedure for Borrowing. The Borrower may borrow Loans on any Business Day; provided that the
Borrower shall notify the Administrative Agent by telephone not later than 11:00 a.m., New York
City time (a) three (3) Business Days prior to the Borrowing Date, in the case of Eurodollar Loans,
and (b) on the Borrowing Date, in the case of Alternate Base Rate Loans. Each telephonic borrowing
notice shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a Borrowing Notice in substantially in the form of Exhibit H (the
“Borrowing Notice”). Each such telephonic and written Borrowing Notice shall specify (i) the
amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, (iii) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of
the initial Interest Period therefor and (iv) the location and number of the Borrower’s account to
which funds are to be disbursed, which shall comply with the requirements of Section 2.11. No
Loans may be made on the Closing Date. Each borrowing under the Commitments shall be in an amount
equal to (x) in the case of Alternate Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000
in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such
lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of such notice, the Administrative Agent shall promptly
notify each Lender thereof. Each Lender will make the amount of its pro rata share of each Loan
available to the Administrative Agent for the account of the Borrower in accordance with Section
2.11. The proceeds of such Loans will be made available to the Borrower by the Administrative
Agent in accordance with Section 2.11. If after giving effect to any Loan, the aggregate Money
Borrowed Obligations would exceed the threshold of Consolidated Net Tangible Assets as set forth in
the most restrictive Borrower Indenture denoting the maximum amount of Indebtedness that may be
secured from time to time without giving rise under such Borrower Indenture to secure any
obligation under such Borrower Indenture on an equal and ratable basis (the “Equal and Ratable
Limit”) determined as of the fiscal quarter ended not earlier than 150 days prior to the requested
Borrowing Date for such Loan, the portion of such Loan equal to the amount by which the Money
Borrowed Obligations exceeds the Equal and Ratable Limit shall not be deemed to be secured by
Principal Property Collateral (such Loan, a “Non-Principal Property Secured Loan”).



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     Section 2.04 Commitment Fees and LC Fees.



          (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee for the period from and including the date hereof to the last day of the Revolving
Period, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment
of such Lender during the period for which payment is made, payable quarterly in arrears on each
Fee Payment Date, commencing on the first such date to occur after the date hereof.




          (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the
dates as set forth in any fee agreements with the Administrative Agent and to perform any other
obligations contained therein.




          (c) The Borrower will pay a fee on the aggregate undrawn and unexpired face amounts of all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect
with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears
on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to each
Issuing Lender for its own account a fronting fee of 0.25% per annum on the undrawn and unexpired
amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each
Fee Payment Date after the issuance date.




          (d) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender
for such normal and customary costs and expenses as are incurred or charged by each Issuing Lender
in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of
Credit.




     Section 2.05 Letters of Credit.



          (a) Subject to the terms and conditions set forth herein, the Borrower may request on its own
behalf or on behalf of its Subsidiaries the issuance of Letters of Credit for the account of the
Borrower, in a form reasonably acceptable to the Administrative Agent and each Issuing Lender, at
any time and from time to time prior to the Termination Date; provided that no Issuing Lender shall
be obligated to issue any Letter of Credit that would result in the aggregate undrawn or drawn and
unreimbursed amount of Letters of Credit outstanding issued by such Issuing Lender to exceed its LC
Issuance Limit; and provided further that no Issuing Lender shall have any obligation to issue any
Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Available
Commitments would be less than zero. In the event of (i) any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the Borrower with,
an Issuing Lender relating to any Letter of Credit, or (ii) any terms and conditions supplemental
to the terms and conditions of this Agreement contained in any such form of letter of credit
application or such other agreement, in each case, the terms and conditions of this Agreement shall
control and such supplemental terms and conditions shall be ignored. The Total Commitments are
available for the issuance of Letters of Credit.




          (b) To request the issuance of a Letter of Credit (or the amendment, renewal or extension of
an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or





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transmit by electronic communication, if arrangements for doing so have been approved by each
Issuing Lender) to the appropriate Issuing Lender and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a
Business Day), the date on which such Letter of Credit is to expire (which shall comply with
Section 2.05(c)), the amount of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by an Issuing Lender, the Borrower also shall submit a letter of
credit application on such Issuing Lender’s standard form in connection with any request for a
Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or
extension and the continuation of an Existing Letter of Credit hereunder by the deemed issuance
thereof hereunder (i) the LC Exposure shall not exceed the Available Commitments of all Lenders,
(ii) the Credit Exposure shall not exceed the Total Commitments, and (iii) the requested Letter of
Credit shall not result in the relevant Issuing Lender having outstanding Letters of Credit in an
aggregate undrawn or drawn and unreimbursed amount in excess of such Issuing Lender’s LC Issuance
Limit; provided that no Issuing Lender shall issue, amend, renew or extend any Letter of Credit if
such Issuing Lender shall have received written notice (which has not been rescinded) from the
Administrative Agent or any Lender that any applicable condition precedent to the issuance,
amendment, renewal or extension of such Letter of Credit has not been satisfied at the requested
time of issuance, amendment, renewal or extension of such Letter of Credit.




          (c) Each Letter of Credit shall be denominated in US Dollars and shall expire at or prior to
the close of business on the date selected by the 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 (or, in
the case of any renewal or extension thereof, one year after such renewal or extension), and (ii)
the date that is five (5) Business Days prior to the Termination Date; provided that any Letter of
Credit with a one-year term may provide for the automatic renewal thereof for additional one-year
periods (which shall in no event extend beyond the date referred to in clause (ii) above).




          (d) (i) Each Issuing Lender irrevocably agrees to grant and hereby grants to each LC
Participant, and, to induce each Issuing Lender to issue Letters of Credit, each Lender irrevocably
agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the
terms and conditions set forth below, for such Lender’s own account and risk an undivided interest
equal to such Lender’s Applicable Percentage in each Issuing Lender’s obligations and rights under
and in respect of each Letter of Credit and the amount of each draft paid by any Issuing Lender
thereunder. Each Lender agrees with each Issuing Lender that, if a draft is paid under any Letter
of Credit for which any Issuing Lender is not reimbursed in full by the Borrower in accordance with
the terms of this Agreement (or in the event that any reimbursement received by an Issuing Lender
shall be required to be returned by it at any time), such Lender shall pay to such Issuing Lender
upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such
Lender’s Applicable Percentage of the amount that is not so reimbursed (or is so returned). Each
Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any





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setoff, counterclaim, recoupment, defense or other right that such Lender may have against any
Issuing Lender, any Swingline Lender, the Borrower or any other Person for any reason whatsoever,
(ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy
any of the other conditions specified in ARTICLE VI, (iii) any adverse change in the condition
(financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan
Document by the Borrower, any other Loan Party or any other Lender or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.





     (ii) If any amount required to be paid by any Lender to any Issuing Lender pursuant to
Section 2.05(d)(i) in respect of any unreimbursed portion of any payment made by an Issuing
Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days
after the date such payment is due, such Lender shall pay to such Issuing Lender on demand
an amount equal to the product of (x) such amount, times (y) the daily average Federal Funds
Effective Rate during the period from and including the date such payment is required to the
date on which such payment is immediately available to such Issuing Lender, times (z) a
fraction the numerator of which is the number of days that elapse during such period and the
denominator of which is 360. If any such amount required to be paid by any Lender pursuant
to Section 2.05(d)(i) is not made available to an Issuing Lender by such Lender within three
Business Days after the date such payment is due, such Issuing Lender shall be entitled to
recover from such Lender, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to Alternate Base Rate Loans. A certificate of an
Issuing Lender submitted to any Lender with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error.




     (iii) Whenever, at any time after any Issuing Lender has made payment under any Letter
of Credit and has received from any Lender its pro rata share of such payment in accordance
with Section 2.05(d)(i), such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by such Issuing Lender), or any payment of interest on account thereof, such
Issuing Lender will distribute to such Lender its pro rata share thereof; provided, however,
that in the event that any such payment received by such Issuing Lender shall be required to
be returned by such Issuing Lender, such Lender shall return to such Issuing Lender the
portion thereof previously distributed by such Issuing Lender to it.



          (e) (i) If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit,
the Borrower shall reimburse such LC Disbursement in US Dollars by paying to the Administrative
Agent an amount equal to such LC Disbursement on (x) the Business Day that the Borrower receives a
notice of such LC Disbursement from the Administrative Agent, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (y) the Business Day immediately
following the day that the Borrower receives a notice of such LC Disbursement from the
Administrative Agent, if such notice is not received prior to such time on the day of receipt;
provided that, with respect to any such payment owing by the Borrower prior to the Termination
Date, the Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 (or Section 2.21 in the case of a Swingline Loan)





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that such payment be financed with an Alternate Base Rate Loan or a Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment
shall be discharged and replaced by the resulting Loan.





     (ii) If after giving effect to any Reimbursement Obligation arising from any LC
Disbursement, the aggregate Money Borrowed Obligations would exceed the Equal and Ratable
Limit as of the fiscal quarter ended not earlier than 150 days prior to such Reimbursement
Obligation, the portion of such Reimbursement Obligation equal to the amount by which the
Money Borrowed Obligations exceeds the Equal and Ratable Limit shall not be deemed to be
secured by Principal Property Collateral.



          (f) To the extent permitted by law, the Borrower’s obligation to reimburse LC Disbursements as
provided in Section 2.05(e) shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Lender
under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s
obligations hereunder. To the extent permitted by law, none of the Administrative Agent, the
Lenders, any Issuing Lender or any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of an
Issuing Lender; provided that the foregoing shall not be construed to excuse any Issuing Lender
from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by such Issuing Lender’s failure to
exercise care when determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. To the extent permitted by law, the parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing
Lender, such Issuing Lender shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in substantial compliance with
the terms of a Letter of Credit, an Issuing Lender may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment upon such documents
if such documents are not in strict compliance with the terms of such Letter of Credit.






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          (g) Each Issuing Lender shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. Such Issuing Lender shall
promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of
such demand for payment and whether such Issuing Lender has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse such Issuing Lender and the Lenders with respect to any
such LC Disbursement.




          (h) If an Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date specified in Section 2.05(e), the unpaid amount
thereof shall bear interest, for each day from and including the date such reimbursement is due
pursuant to Section 2.05(e) to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Alternate Base Rate Loans; provided that, if
the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.05(e), then the
provisions of Section 2.09(a) pertaining to interest payable on overdue principal shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing
Lender, except that interest accrued on and after the date of payment by any Lender pursuant to
Section 2.05(d)(i) to reimburse such Issuing Lender shall be for the account of such Lender to the
extent of such payment.




          (i) Any Issuing Lender may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The
Administrative Agent shall notify the Lenders of any such replacement of an Issuing Lender. At the
time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued
for the account of any replaced Issuing Lender. From and after the effective date of any such
replacement, (i) each successor Issuing Lender shall have all the rights and obligations of an
Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter, and
(ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor.
After the replacement of any Issuing Lender hereunder, each replaced Issuing Lender shall remain a
party hereto and shall continue to have all the rights and obligations of an Issuing Lender under
this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.




          (j) The Existing Letters of Credit shall automatically be deemed to have been issued under
this Agreement as of the Closing Date, and except as otherwise indicated herein, the terms and
provisions of the Existing Credit Agreement shall thereafter have no force or effect with respect
thereto. Without limiting the foregoing, (i) each such Existing Letter of Credit shall be included
in the calculation of LC Exposure, (ii) all liabilities of the Borrower and the other Loan Parties
with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender
shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in
Section 2.05(d).




     Section 2.06 Reduction or Termination of Commitments. Unless previously terminated, the Total Commitments
shall terminate on the Termination Date. The Borrower shall have the right, upon not less than two
(2) Business Days’ notice to the Administrative Agent, to terminate the Total Commitments or, from
time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not
terminate or reduce any



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Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with
Section 2.07 and Section 2.08, the Total Revolving Extensions of Credit would exceed the Total
Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any,
that the Total Revolving Extensions of Credit exceeds the sum of the Total Commitments as then
reduced. Any termination of the Total Commitments shall be accompanied by prepayment in full of
the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt
of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial
reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce
permanently the Total Commitments, together with a corresponding reduction in the aggregate amount
of each Lender’s applicable Commitment. The Total Commitments once terminated or reduced may not
be reinstated. Each reduction of the Total Commitments shall be made ratably among the Lenders in
accordance with each Lender’s Applicable Percentage.




     Section 2.07 Optional Prepayments.



          (a) The Borrower may, at its option, as provided in this Section 2.07, at any time and from
time to time prepay the Loans, in whole or in part, upon notice to the Administrative Agent (and,
in the case of prepayments of Swingline Loans, the Swingline Lenders), specifying (i) the date and
amount of prepayment and (ii) the respective amounts to be prepaid in respect of such Loans. Upon
receipt of such prepayment notice, the Administrative Agent shall promptly notify each Lender
thereof. The payment amount specified in such notice shall be due and payable on the date
specified. All prepayments pursuant to this Section 2.07 shall include accrued interest on the
amount prepaid to the date of prepayment and, in the case of prepayments of Eurodollar Loans, any
amounts payable pursuant to Section 2.20. The Loans shall also be subject to prepayment as
provided in Section 2.06, Section 2.08 and Section 9.13.




          (b) Partial optional prepayments pursuant to this Section 2.07 shall be in an aggregate
principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. All
prepayments of Loans pursuant to this Section 2.07 shall be without premium or penalty except for
amounts payable pursuant to Section 2.20.



     Section 2.08 Commitment Reductions and Mandatory Prepayments.



          (a) (i) Commitment Reduction Related to Adjusted Collateral Coverage Ratio. If, after giving
effect to any Disposition involving Collateral (including as a Disposition for this purpose the
gain realized on the termination of any Swap Agreement the effect of which had been included in the
calculation of the then effective PV9) and Section 2.08(b), the Adjusted Collateral Coverage Ratio
is less than 2.0 to 1.0, then the Total Commitments shall be permanently reduced on the next
Business Day following such Disposition by an amount required to cause the Adjusted Collateral
Coverage Ratio to equal or exceed 2.0 to 1.0. If, after giving effect to the foregoing reduction,
the Total Revolving Extensions of Credit shall exceed the Total Commitments, then the Borrower
shall repay or prepay Loans (and other Revolving Extensions of Credit) to reduce the Total
Revolving Extensions of Credit by an amount equal to such excess.





     (ii) Cash Collateralization of LC Obligations. If in connection with any prepayment
required under clause (i) above, the Total Revolving Extensions of Credit



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then outstanding is less than the amount of such excess (because LC Exposure
constitutes a portion thereof), the Borrower shall, to the extent of the balance of such
excess, deposit an amount in cash in a cash collateral account established with the
Administrative Agent for the benefit of the Secured Parties as contemplated by the last
paragraph of Section 7.01.



          (b) Prior to any reduction in the Total Commitments and any corresponding prepayments under
Section 2.08(a)(i), the Borrower may grant or cause one or more of its Subsidiaries to grant Liens
pursuant to one or more Security Documents on assets having a PV9 (provided that the pricing
assumptions and escalation used in determining the PV9 for such assets shall be the most recent
price deck of the Administrative Agent) or a Risked Fair Market Value sufficient to cause the
Adjusted Collateral Coverage Ratio to equal or exceed 2.0 to 1.0 and provided, further, the PV9 of
the remaining Collateral shall be reduced by an amount equal to the gain realized on the
termination of any Swap Agreement the effect of which had been included in the calculation of the
then effective PV9 of such remaining Collateral.




          (c) The application of any prepayment pursuant to Section 2.08 shall be made, first, to
Alternate Base Rate Loans and, second, to Eurodollar Loans. All prepayments pursuant to this
Section 2.08 shall include accrued interest on the amount prepaid to the date of prepayment and, in
the case of prepayments of Eurodollar Loans, any amounts payable pursuant to Section 2.20.




          (d) Prepayments of Eurodollar Loans pursuant to this Section 2.08, if not on the last day of
the Interest Period with respect thereto, shall, at the Borrower’s option, as long as no Default or
Event of Default has occurred and is continuing, be prepaid or such prepayment (after application
to any Alternate Base Rate Loans, in the case of prepayments by the Borrower) shall be deposited
with the Administrative Agent as cash collateral for such Eurodollar Loans on terms reasonably
satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the
Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next
ending most closely to the date of receipt of such Net Cash Proceeds. After such application, any
remaining interest earned on such cash collateral shall be paid to the Borrower.




     Section 2.09 Interest; Conversion and Continuation.



          (a) (i) Each Eurodollar Loan shall bear interest for each day during each Interest Period with
respect thereto at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Margin for Eurodollar Loans for such day. Each Alternate Base Rate Loan shall bear
interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable
Margin for Alternate Base Rate Loans. (ii) Each Swingline Loan shall bear interest on the
Swingline Loan as provided in Schedule 2.09. (iii) If all or a portion of the principal amount of
any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such unpaid amount shall bear interest at a rate per annum equal to (x)
in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section 2.09(a) plus 2% or (y) in the case of Reimbursement
Obligations, the rate applicable to Alternate Base Rate Loans plus 2%. (iv) If all or a portion of
any interest payable on any Loan or Reimbursement Obligation or any





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commitment fee or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate then applicable to Alternate Base Rate Loans plus 2%. Interest, in
each case, with respect to clauses (ii) and (iii) above, shall accrue from the date of such
non-payment until such amount is paid in full (as well after as before judgment). Interest shall
be payable in arrears on each Interest Payment Date; provided, however, that interest accruing
pursuant to clauses (ii) and (iii) of this Section 2.09(a) shall be payable from time to time on
demand.




          (b) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base
Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later
than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date.
The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans
by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00
A.M., New York City time, on the third Business Day preceding the proposed conversion date (which
notice shall specify the length of the initial Interest Period therefor), provided that no
Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in
its or their sole discretion not to permit such conversions. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. This Section, as it
refers to Types of Loans, shall not apply to Swingline Loans.




          (c) Any Eurodollar Loan may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Borrower giving irrevocable notice to the
Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”
set forth in Section 1.01, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurodollar Loan may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined
in its or their sole discretion not to permit such continuations, and provided, further, that if
the Borrower shall fail to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically
converted to Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon
receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.




     Section 2.10 Computation of Interest and Fees.



          (a) Interest on Alternate Base Rate Loans, Swingline Loans and fees shall be calculated on the
basis of a 365- (or 366- as the case may be) day year for the actual days elapsed. Interest on
Eurodollar Loans shall be calculated on the basis of a 360-day year for the actual days elapsed.
The Administrative Agent shall notify the Borrower and the Lenders of each determination of a LIBOR
and of the interest rate applicable to each Swingline Loan. Any change in the interest rate
resulting from a change in the Alternate Base Rate shall become effective as of the opening of
business on the day on which such change in the applicable rate shall become effective. The
Administrative Agent shall notify the Borrower and the Lenders of the Closing Date and the amount
of each such change in the Alternative Base Rate.






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          (b) The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a
statement showing the computations used by the Administrative Agent in determining any interest
rate pursuant to Section 2.10(a).




     Section 2.11 Funding of Borrowings.



          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed Borrowing Date
thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the
account of the Administrative Agent most recently designated by it for such purpose by notice to
the Lenders; provided that Swingline Loans shall be made as provided in Section 2.21. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the
applicable Borrowing Notice; provided that Alternate Base Rate Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the relevant Issuing Lender.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Loan that such Lender will not make available to the Administrative Agent such
Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.11(a) and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Loan available to the Administrative Agent, then each
such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the cost incurred by the Administrative
Agent for making such Lender’s share of such Loan and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation, or (ii) in the case of the
Borrower, the interest rate applicable to Alternate Base Rate Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such borrowing.




     Section 2.12 Pro Rata Treatment and Payments.



          (a) Each Loan from the Lenders, each payment (including each prepayment) by the Borrower on
account of the principal of and interest on the Loans and on account of any fees hereunder, any
reimbursement of LC Disbursements, and any reduction of the Total Commitments shall be made pro
rata according to the Applicable Percentages, except that (i) payments or prepayments, and offsets
against or reductions from the amount of payments and prepayments, in each case, specifically for
the account of a particular Lender under the terms of Section 2.13, Section 2.15, Section 2.20,
Section 9.03 or Section 9.13 shall be made for the account of such Lender (or the Swingline Lenders
in the case of Section 2.21), and (ii) if any Lender shall become a Defaulting Lender, from and
after the date upon which such Lender shall have become a Defaulting Lender, any payment made on
account of principal of or interest on the Loans shall be applied, first for the account of the
Lenders other than the Defaulting Lender, pro rata according to the Commitments of such Lenders,
until the principal of and interest on the





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Loans of such Lenders shall have been paid in full and, second for the account of
such Defaulting Lender, provided that the application of such payments in accordance with this
clause (ii) shall not constitute an Event of Default or a Default, and no payment of principal of
or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes
of Section 2.09(a), if, had such payments been applied without regard to this clause (ii), no such
Event of Default or Default would have occurred and no such payment of principal of or interest on
the Loans of such Defaulting Lender would have been overdue. All payments (including prepayments)
to be made by the Borrower on account of principal, interest, reimbursement of LC Disbursements and
fees shall be made in immediately available funds without setoff or counterclaim and shall be made
to the Administrative Agent on behalf of the Lenders (or on behalf of any Issuing Lender or the
Swingline Lenders, as the case may be) at the Administrative Agent’s office as notified to the
Borrower from time to time at least five (5) Business Days before any change in such office. On
the date of this Agreement, the office of the Administrative Agent is located at JPMorgan Chase
Bank, N.A., Loan and Agency Services Group, 1111 Fannin Street, Floor 10, Houston, TX 77002-6925,
Attention of Monica M. Espitia, Phone No.: (713) 427-6557, Facsimile No.: (713) 427-6307. The
Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like
funds as received. Reimbursement of all LC Disbursements shall be made as required by Section
2.05(e).




          (b) If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to the next succeeding
Business Day, and with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension.



          (c) Except as provided in Section 2.13, Section 2.15, Section 2.20, Section 9.03 and Section
9.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of the Loans or participations in LC
Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Loans and participations in LC Disbursements and accrued interest thereon than the
proportion received by any other Lender (other than, in the case of Swingline Loans, the Swingline
Lenders), then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in LC Disbursements with respect to the Loans and LC
Exposure of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by such Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and participations in LC Disbursements; provided that (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with the express terms
of this Agreement or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or participations in LC Disbursements to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and



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counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation.



          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or an
Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or any Issuing Lender, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or an Issuing Lender, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or such Issuing Lender with
interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the cost incurred by
the Administrative Agent for making such distributed amount and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.



          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.05(d), Section 2.11(b), Section 2.12(d) or 2.21(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender for the benefit of the Administrative
Agent, such Swingline Lender or such Issuing Bank to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.



     Section 2.13 Increased Cost of Loans.



          (a) If the adoption of or any change in any applicable law, treaty or governmental regulation
after the date of this Agreement, or in the interpretation or application thereof after the date of
this Agreement, or compliance by any Lender or Recipient with any request or directive (whether or
not having the force of law) from any central bank or other Governmental Authority made or issued
after the date of this Agreement:




     (i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B)
Other Connection Taxes on gross or net income, profits or receipts (including value-added or
similar Taxes) and (C) the imposition of, or any change in the rate of, any Excluded Taxes
payable by any Recipient) on its Loans, LC Participations, Commitment or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;




     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other liabilities in or for
the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender that is not otherwise included in the determination
of the Eurodollar Rate; or




     (iii) shall impose on such Lender any other condition;



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and the result of any of the foregoing is to increase the cost to such Lender or such other
Recipient, by an amount that such Lender or other Recipient deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans (or in the case of (i) any Loan) or
issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, the Borrower shall pay such Lender or such other Recipient
any additional amounts necessary to compensate such Lender or such other Recipient for such
increased cost or reduced amount receivable, provided, however, that if all or any such additional
cost would not have been payable, or such reduction would not have occurred, but for such Lender’s
or other Recipients refusal to change to another Eurodollar Lending Office or Domestic Lending
Office as provided in Section 2.14, the Borrower shall have no obligation under this Section 2.13
to compensate such Lender or such Issuing Lender for such amount. Such demand shall be accompanied
by a certificate of a duly authorized officer of such Lender or such other Recipient setting forth
the amount of such payment and the basis therefor. Notwithstanding the foregoing, in the event
that any Lender or Issuing Lender shall demand payment pursuant to this Section 2.13, the Borrower
may, upon at least three (3) Business Days’ notice to the Administrative Agent and such Lender,
continue in whole (but not in part) the Eurodollar Loans of such Lender into Alternate Base Rate
Loans without regard to the requirements of Section 2.09. If any Lender or other Recipient becomes
entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the
Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so
entitled.




          (b) If any Lender shall have reasonably determined that the adoption after the date of this
Agreement of any law, rule or regulation regarding capital adequacy or any change therein or in the
interpretation or application thereof after the date of this Agreement or compliance by any Lender
or any corporation controlling such Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) from any central bank or Governmental Authority made or
issued after the date of this Agreement, does or shall have the effect of reducing the rate of
return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an
amount reasonably deemed by such Lender to be material, then from time to time, after submission by
such Lender to the Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such corporation for such reduction; provided, however, that the
foregoing shall not apply to any capital adequacy requirement imposed solely by reason of any
business combination of a Lender effected after the date hereof.



          (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this
Section 2.13 shall be delivered to the Borrower and shall be prima facie evidence of the amount of
such payment. The Borrower shall pay such Lender the amount shown as due on any such certificate
within ten (10) days after receipt thereof.



          (d) Failure or delay on the part of any Lender or any other Recipient to demand compensation
pursuant to this Section 2.13 shall not constitute a waiver of such



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Lender’s or such other Recipient’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender other Recipient pursuant to this Section 2.13
for any amounts incurred more than 270 days prior to the date that such Lender or such other
Recipient, as the case may be, notifies the Borrower of such Lender’s or such other Recipient’s
intention to claim compensation therefor; provided further that, if the change in law or
circumstance giving rise to such claim has a retroactive effect, then the 270 day period referred
to above shall be extended to include the period of such retroactive effect.



     Section 2.14 Change of Lending Office. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 2.13 or 2.15 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans affected by such event with the object of
avoiding the consequences of such event; provided, that such designation is made on terms that, in
the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no
economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 2.13 or 2.15.



     Section 2.15 Taxes. (a) Withholding of Taxes; Gross-Up. Each payment by or on behalf of any
Loan Party under this Agreement or any other Loan Document shall be made without withholding for
any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in
its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such
Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the
relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified
Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of
such withholding (including such withholding applicable to additional amounts payable under this
Section), the applicable Recipient receives the amount it would have received had no such
withholding been made.



          (b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.



          (c) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by
any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.



          (d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient for any
Indemnified Taxes that are paid or payable by such Recipient in connection with this Agreement or
any other Loan Document (including amounts paid or payable under this Section 2.15(d)) and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The
indemnity under this Section 2.15(d) shall be paid within 10 days after the Recipient delivers to
the Borrower a certificate stating the amount of any Indemnified Taxes so paid or payable by such
Recipient. Such certificate shall be conclusive of the amount



-44-









 







so paid or payable absent manifest error. Such Recipient shall deliver a copy of such
certificate to the Administrative Agent.



          (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative
Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the
Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid
or payable by the Administrative Agent in connection with this Agreement or any other Loan Document
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. The
indemnity under this Section 2.15(e) shall be paid within 10 days after the Administrative Agent
delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by
the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable
absent manifest error.



          (f) Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of,
any applicable withholding Tax with respect to any payments under this Agreement or any other Loan
Document shall deliver to the Borrower and the Administrative Agent, at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and
executed documentation reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without, or at a reduced rate of, withholding. In addition, any
Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent
as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Upon the reasonable request
of the Borrower or the Administrative Agent, any Lender shall update any form or certification
previously delivered pursuant to this Section 2.15(f). If any form or certification previously
delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with
respect to a Lender, such Lender shall promptly (and in any event within 10 days after such
expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing
of such expiration, obsolescence or inaccuracy and update the form or certification if it is
legally eligible to do so.




     (ii) Without limiting the generality of the foregoing, if the Borrower is a U.S. Person,
any Lender with respect to the Borrower shall, if it is legally eligible to do so, deliver
to the Borrower and the Administrative Agent (in such number of copies reasonably requested
by the Borrower and the Administrative Agent) on or prior to the date on which such Lender
becomes a party hereto, duly completed and executed copies of whichever of the following is
applicable:




     (A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that
such Lender is exempt from U.S. Federal backup withholding tax;




     (B) in the case of a Non-U.S. Lender claiming the benefits of an income tax
treaty to which the United States is a party (1) with respect to payments of
interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or
reduction of, U.S. Federal withholding Tax pursuant to the



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“interest” article of such tax treaty and (2) with respect to any other
applicable payments under any Loan Document, IRS Form W-8BEN establishing an
exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty;




     (C) in the case of a Non-U.S. Lender for whom payments under any Loan Document
constitute income that is effectively connected with such Lender’s conduct of a
trade or business in the United States, IRS Form W-8ECI;




     (D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2)
a certificate substantially in the form of Exhibit I (a “U.S. Tax Certificate”) to
the effect that such Lender is not (a) a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the
meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business
in the United States with which the relevant interest payments are effectively
connected;




     (E) in the case of a Non-U.S. Lender that is not the beneficial owner of
payments made under any Loan Document (including a partnership or a participating
Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms
prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that
would be required of each such beneficial owner or partner of such partnership if
such beneficial owner or partner were a Lender; provided, however, that if the
Lender is a partnership and one or more of its partners are claiming the exemption
for portfolio interest under Section 881(c) of the Code, such Lender may provide a
U.S. Tax Certificate on behalf of such partners; or




     (F) any other form prescribed by law as a basis for claiming exemption from, or
a reduction of, U.S. Federal withholding Tax together with such supplementary
documentation necessary to enable the Borrower or the Administrative Agent to
determine the amount of Tax (if any) required by law to be withheld.




     (iii) If a payment made to a Lender under this Agreement or any other Loan Document
would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Withholding Agent, at the time or times prescribed by law and at such time or
times reasonably requested by the Withholding Agent, such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Withholding Agent as may be necessary
for the Withholding Agent to comply with its obligations under FATCA, to determine that such
Lender has complied with such Lender’s obligations under FATCA or to determine the amount to
deduct and



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withhold from such payment. For purposes of this Section 2.15(f)(iii), FATCA shall include any
changes in applicable law, regulations or official interpretations thereof.



          (g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised
in good faith, that it has received a refund of any Taxes as to which it has been indemnified
pursuant to this Section 2.15 (including additional amounts paid pursuant to this Section 2.15), it
shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses of such indemnified party and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund). Such
indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid to such indemnified party pursuant to the previous sentence (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) in the event
such indemnified party is required to repay such refund to such Governmental Authority. This
Section 2.15(g) shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes which it deems confidential) to the
indemnifying party or any other Person.



          (h) Survival. Each party’s obligations under this Section 2.15 shall survive any assignment
of rights by, or the replacement of, a Lender, the termination of the Total Commitments and the
repayment, satisfaction or discharge of all other obligations under this Agreement.



     Section 2.16 Substitute Loan Basis. If, prior to the commencement of any Interest Period for
any Eurodollar Tranche, the Majority Lenders shall reasonably determine (which determination shall
be final and conclusive and binding upon the Borrower) that (a) by reason of changes affecting the
London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining LIBOR for
such requested Interest Period, or (b) LIBOR for such requested Interest Period will not adequately
and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans for
such Interest Period, then (i) the Administrative Agent shall forthwith give notice of such
circumstances to the Borrower, (ii) unless, on the date upon which such Eurodollar Loans were to be
made, the Borrower notifies the Administrative Agent that it elects not to borrow on such date, any
Eurodollar Loans having such requested Interest Period (or any other Interest Periods for which
either clause (a) or (b) are applicable) requested to be made on the first day of such Interest
Period shall be made as Alternate Base Rate Loans, (iii) any Loans having such requested Interest
Period (or any other Interest Periods for which either clause (a) or (b) are applicable) that were
to have been continued as Eurodollar Loans shall be continued as Alternate Base Rate Loans on the
date upon which such Loans were to have been continued, and (iv) any outstanding Eurodollar Loans
having such requested Interest Period (or any other Interest Periods for which either clause (a) or
(b) are applicable) shall be continued, on the last day of the Interest Period applicable thereto,
as Alternate Base Rate Loans on the date upon which such Loans are to be continued. The
Administrative Agent shall give written notice to the Borrower of any event occurring after the
giving of such notice which permits an adequate and fair means of ascertaining LIBOR and until such
notice by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such,
nor shall the Borrower have the right to continue as Eurodollar Loans.



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     Section 2.17 Certain Prepayments or Continuations. If the Eurodollar Loans of any Lender must
be funded or continued as Alternate Base Rate Loans pursuant to Section 2.13 (such Eurodollar Loans
being herein called “Affected Loans”), unless and until such Lender gives written notice that the
circumstances which gave rise to such substitute loan basis no longer exist (which such Lender
agrees to do promptly upon such circumstances ceasing to exist) such Lender shall not make further
Affected Loans and all Loans which would otherwise be made by such Lender as, or continued by such
Lender into, Affected Loans shall be made instead as, or continued as Alternate Base Rate Loans (on
which interest and principal shall be payable simultaneously with the related Loans of the other
Lenders).



     Section 2.18 Certain Notices. Notices by the Borrower under each of Section 2.03, Section
2.05, Section 2.06, Section 2.07, Section 2.13, Section 2.16, and Section 2.09 and under the
definition of “Interest Period” in Section 1.01 (a) shall (unless otherwise specifically provided)
be given in writing, by telecopy or by telephone (confirmed promptly in writing), and (b) shall be
effective only if received by the Administrative Agent. Notices by the Borrower under each of
Section 2.03, Section 2.05, Section 2.06, Section 2.07, Section 2.13, Section 2.16, and Section
2.09 shall be irrevocable.



     Section 2.19 Minimum Amounts of Eurodollar Tranches. All borrowings, conversion and
continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall
be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (a)
the aggregate principal amount of Eurodollar Loans comprising each Eurodollar Tranche shall be
equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than twenty
Eurodollar Tranches shall be outstanding at any one time.



     Section 2.20 Break Funding Payments. In the event of (a) the payment of any Eurodollar Loan
other than on the last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the continuation of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) except as contemplated by Section 2.16, the failure to
borrow, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto, (d) the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower, then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to
such event. Such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on such Loan had such event not occurred, at LIBOR that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow or continue, for the period that would have
been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on
such Eurodollar Loan for such period at the interest rate which such Lender would bid were it to
bid, at the commencement of such period, for dollar deposits of a comparable amount and period from
other banks in the Eurodollar market. A certificate of any such Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrower and the Administrative Agent and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within ten (10) days after
receipt thereof. Notwithstanding anything to the contrary contained herein, no Lender shall be
entitled to receive any amount or amounts



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pursuant to this Section if such amount or amounts are attributable solely to the merger or
other consolidation of such Lender with another Lender. This covenant shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable hereunder.



     Section 2.21 Swingline Loans.



          (a) Subject to the terms and conditions set forth herein, each Swingline Lender severally
agrees to make Swingline Loans to the Borrower from time to time during the period from the Closing
Date to, but not including, the Termination Date, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding $200,000,000 or (ii) the total Credit Exposures exceeding the total Commitments;
provided that no Swingline Lender shall be obligated to make any Swingline Loan that would result
in the aggregate principal amount of Swingline Loans outstanding by such Swingline Lender to exceed
its Swingline Limit; provided further that no Swingline Lender shall be required to make a
Swingline Loan to refinance an outstanding Swingline Loan.



          (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by facsimile), not later than 3:00 p.m., New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the appropriate Swingline Lender of any such notice
received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the
Borrower by means of a credit to the general deposit account of the Borrower with the Swingline
Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.05(e), by remittance to the Issuing Lender) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan.



          (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or
Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such
Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
(i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against
any Swingline Lender, any Issuing Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in ARTICLE VI, (iii) any adverse change in the
condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other
Loan Document by the Borrower, any other Loan Party or any other Lender. Each Lender shall comply
with its



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obligation under this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.11 with respect to Loans made by such Lender (and Section 2.11
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lenders the amounts so received by it from the Lenders.
The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear; provided that any such payment so remitted shall be repaid to the Swingline
Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required
to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




     To induce the Administrative Agent and the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit, the Borrower hereby represents and
warrants to the Administrative Agent, the Lenders and each Issuing Lender that:



     Section 3.01 Existence; Compliance with Law.



          (a) Each Loan Party (i) is duly organized and validly existing under the laws of the
jurisdiction of its organization, (ii) has the power and authority to own and operate its property,
to lease the property it operates as lessee and to conduct the business in which it is currently
engaged, (iii) is duly qualified as a foreign corporation or other organization and in good
standing to the extent required under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification and where the
failure to so qualify would have a Material Adverse Effect and (iv) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.



          (b) Each Group Member that is not a Loan Party (i) is duly organized and validly existing
under the laws of the jurisdiction of its organization, (ii) has the power and authority, and the
legal right, to own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged except to the extent that the failure could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) is duly
qualified as a foreign corporation or other organization and in good standing to the extent
required under the laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification and where the failure to so qualify would
have a Material Adverse Effect and (iv) is in compliance with all Requirements of



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Law except to the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     Section 3.02 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a
party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party
has taken all necessary organizational action to authorize the execution, delivery and performance
of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the
extensions of credit on the terms and conditions of this Agreement. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the extensions of credit hereunder or with the
execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan
Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.02,
which consents, authorizations, filings and notices have been or, concurrently with the actions
described in Section 4.09(a)(i), will be obtained or made and are or, concurrently with the actions
described in Section 4.09(a)(i), will be in full force and effect and (ii) the filings referred to
in Section 3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan
Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable
against each such Loan Party in accordance with its terms, except as such enforcement may be
limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship,
arrangement, moratorium or other laws affecting or relating to the rights of creditors generally,
or (ii) the rules governing the availability of specific performance, injunctive relief or other
equitable remedies and general principles of equity, regardless of whether considered in a
proceeding in equity or at law



     Section 3.03 No Legal Bar. The execution, delivery and performance of this Agreement and the
other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of
the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any
Group Member and will not result in, or require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any Requirement of Law or any such Contractual
Obligation (other than Liens created by the Security Documents).



     Section 3.04 Litigation. No action, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened in
any court or before any arbitrator or Governmental Authority by or against any Group Member or
against any of their respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably
be expected to have a Material Adverse Effect.



     Section 3.05 Financial Condition. The audited consolidated balance sheets of the Borrower and
its consolidated Subsidiaries as at December 31, 2008 and December 31, 2009, and the related
consolidated statements of income and of cash flows for the fiscal years ended on such dates,
reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in all
material respects the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such dates, and the consolidated results of their operations and



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their consolidated cash flows for the respective fiscal years then ended. The unaudited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2010,
and the related unaudited consolidated statements of income and cash flows for the six-month period
ended on such date, present fairly the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their operations and
their consolidated cash flows for the six-month period then ended (subject to the absence of
footnotes and normal year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by the aforementioned firm of
accountants and disclosed therein).



     Section 3.06 No Change. Since December 31, 2009, there has been no development or event that
has had or could reasonably be expected to have a Material Adverse Effect.



     Section 3.07 Investment Company Act; Other Regulations. No Loan Party is an “investment
company”, or a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any
Requirement of Law (other than Regulation X of the Board) that limits its ability to incur
Indebtedness.



     Section 3.08 ERISA. Except as could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected
to occur. The present value of all accumulated benefit obligations of all Pension Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not,
as of the date of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of all such Pension Plans by an amount that could reasonably be expected
to have a Material Adverse Effect.



     Section 3.09 Accuracy of Information, etc. No statement or information contained in this
Agreement, any other Loan Document or any other document, certificate or statement furnished by or
on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in
connection with the transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate was so furnished, any
untrue statement of a material fact or omitted to state a material fact necessary to make the
statements contained herein or therein not materially misleading in light of the circumstances
under which such statements were made. The projections and pro forma financial information
contained in the materials referenced above are based upon good faith estimates and assumptions
believed by management of the Borrower to be reasonable at the time made, it being recognized by
the Administrative Agent and the Lenders that such financial information as it relates to future
events is not to be viewed as fact and that actual results during the period or periods covered by
such financial information may differ from the projected results set forth therein by a material
amount. The Administrative Agent and the Lenders acknowledge that projections concerning volumes
attributable to the Borrower’s Oil and Gas Properties and production and cost estimates contained
in each reserve report are necessarily based upon professional opinions, estimates and projections
and that the Borrower does not warrant that such opinions, estimates and projections will
ultimately prove to be accurate.



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     Section 3.10 Subsidiaries. As of the Closing Date, Schedule 3.10 sets forth the name and
jurisdiction of organization of each Loan Party, as to each such Loan Party, the percentage of each
class of Capital Stock owned by any Group Member.



     Section 3.11 Taxes. Each Loan Party has filed or caused to be filed all United States federal
income Tax returns and all other material Tax returns and reports required to be filed (or obtained
extensions with respect thereto) and has paid all Taxes required to be paid by it, except (i) Taxes
the validity of which is being contested in good faith by appropriate proceedings, and with respect
to which reserves in conformity with GAAP have been provided on the books of the relevant Loan
Party and no Lien on Taxes has been filed or (ii) to the extent the failure to do so (individually
or collectively) would not reasonably be expected to result in a Material Adverse Effect.



     Section 3.12 No Default. No Loan Party is in default under or with respect to any of its
Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing.



     Section 3.13 Ownership of Property; Liens. Each Loan Party and Pledged Subsidiary has title
in fee simple to, or a valid leasehold interest in, all its material Oil and Gas Properties, and
good title to, or a valid leasehold interest in, all its other property, and none of such property
is subject to any Lien except as permitted by Section 5.05. The descriptions set forth in Exhibit A
of each Mortgage of the quantum and nature of the interests of the Loan Party that is a party to
such Mortgage in and to the Oil and Gas Properties referred to in such Mortgage include the entire
interests of such Loan Party in the Oil and Gas Properties described in such Mortgage and are
complete and accurate in all material respects.



     Section 3.14 Intellectual Property. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, (a) each Group Member owns, or is licensed to use, all
Intellectual Property necessary for the conduct of its business as currently conducted, (b) no
material claim has been asserted and is pending by any Person challenging or questioning the use of
any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does
the Borrower know of any valid basis for any such claim and (c) the use of Intellectual Property by
each Group Member does not infringe on the rights of any Person in any material respect.



     Section 3.15 Federal Regulations . No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock”
within the respective meanings of each of the quoted terms under Regulation U as now and from time
to time hereafter in effect for any purpose that violates the provisions of the Regulations of the
Board or (b) for any purpose that violates the provisions of the Regulations of the Board. No more
than 25% of the assets of the Group Members consist of “margin stock” as so defined. If requested
by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.



     Section 3.16 Labor Matters. Except as, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect: (a) there are no strikes or other labor disputes



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against any Group Member pending or, to the knowledge the Borrower, threatened; (b) hours
worked by and payment made to employees of each Group Member have not been in violation of the Fair
Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c)
all payments due from any Group Member on account of employee health and welfare insurance have
been paid or accrued as a liability on the books of the relevant Group Member.



     Section 3.17 Use of Proceeds. The proceeds of Loans and the Letters of Credit shall be used
to finance the working capital and liquidity needs, and general corporate purposes, of the Borrower
and its Subsidiaries, including but not limited to funding certain potential liabilities, if any,
of the Borrower related to the MC 252 incident in the Gulf of Mexico.



     Section 3.18 Environmental Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (a) each Group Member is in compliance with all, and
has not violated any, applicable Environmental Laws; (b) each Group Member holds all Environmental
Permits required for its operations as currently conducted, and has no reason to believe that any
such required Environmental Permits will not be renewed in the ordinary course of business; (c) no
Group Member is subject to any existing, unfulfilled remedial or corrective action obligation under
any Environmental Law or arising out of any exposure to or other health, safety, or environmental
impacts or similar alleged impacts of any Materials of Environmental Concern; and (d) no claim,
action, litigation, investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of any Loan Party, threatened under any Environmental Law
or arising out of any exposure to or other health, safety, or environmental impacts or similar
alleged impacts of any Materials of Environmental Concern.



     Section 3.19 Security Documents.



          (a) Each of the Guarantee and Collateral Agreement and the Foreign Pledge Agreements is
effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a
legal, valid and enforceable security interest in the Collateral described therein and proceeds
thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement and
the Netherlands Pledge Agreement, and the shares charged pursuant to the Cayman Pledge Agreement,
to the extent such Pledged Stock and charged shares constitutes “certificated securities” under the
Uniform Commercial Code, when stock certificates representing such Pledged Stock or such share
charge support documents as set forth in the Cayman Pledge Agreement are delivered to the
Administrative Agent (together with a properly completed and signed stock power, or, as the case
may be, share transfer form, or endorsement), and in the case of the other Collateral described in
the Guarantee and Collateral Agreement, with respect to Loan Parties as of the Closing Date, when
financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed
in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement and the
Foreign Pledge Agreements shall constitute a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Secured Obligations or the Obligations (as defined in the Foreign Pledge
Agreements), as the case may be, in each case prior and superior in right to any other Person
(except, in the case of Collateral other than



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Pledged Stock or charged shares constituting “certificated securities”, Liens permitted by
Section 5.05).



          (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties
described therein and proceeds thereof, and when the Mortgages are filed in the appropriate
recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the
proceeds thereof, as security for the Secured Obligations, in each case prior and superior in right
to any other Person other than prior Liens permitted by Section 5.05.



     Section 3.20 Solvency. Each Loan Party is, and after giving effect to the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith will be Solvent.



ARTICLE IV

AFFIRMATIVE COVENANTS




     The Borrower hereby agrees that, so long as the Total Commitments remain in effect, any Letter
of Credit remains outstanding or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:



     Section 4.01 Financial Statements. Furnish to the Administrative Agent and each Lender:



          (a) as soon as available, but in any event within the period required by applicable law (and
concurrently with the filing thereof with the Commission), copies of the annual reports,
information, documents and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the Borrower may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934; or, if the Borrower is not required to file information, documents or reports
pursuant to either of said Sections, then such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act
of 1934 in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations; provided, however, that the Borrower
shall be deemed to have furnished the information required by this Section 4.01(a) if it shall have
timely made the same available on “EDGAR” and/or through its home page on the worldwide web (at the
date hereof located at http://www.Anadarko.com) and complied with the last paragraph of
this Section 4.01 in respect thereof; provided further, however, that if any Lender is unable to
access EDGAR or the Borrower’s home page on the worldwide web, the Borrower shall provide such
Lender with paper copies of the information required to be furnished pursuant to this Section
4.01(a) promptly following notice from the Administrative Agent that such Lender has requested
same;



          (b) concurrently with the delivery of the information required under Section 4.01(a), a
Compliance Certificate;



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          (c) concurrently with the delivery of any financial statements pursuant to Section 4.01(a), to
the extent not previously disclosed to the Administrative Agent, a description of (i) any change in
the jurisdiction of organization of any Loan Party and (ii) any Group Member which has (x) become a
Loan Party or is required to become a Loan Party pursuant to Section 4.09(b) and (y) that has
become party to the Intercompany Subordination Agreement or is required to become party to the
Intercompany Subordination Agreement pursuant to Section 4.09(a)(ii)or (a)(iii), in each case since
the date of the most recent report delivered pursuant to this Section 4.01(c) (or, in the case of
the first such report so delivered, since the Closing Date);



          (d) within five days after the same are sent, copies of all financial statements and reports
that the Borrower sends to the holders of any class of its debt securities or public equity
securities and, within five days after the same are filed, copies of all financial statements and
reports the Borrower may make to, or file with, the Commission; and



          (e) such other information respecting the financial condition or operations of the Loan
Parties as the Administrative Agent or any Lender may from time to time reasonably request.


Information required to be delivered pursuant to Section 4.01(a) and Section 4.01(d) above shall be
deemed to have been delivered on the date on which the Borrower provides notice to the
Administrative Agent that such information has been posted on “EDGAR” or the Borrower’s website or
another website identified in such notice and accessible by the Administrative Agent without charge
(and the Borrower shall promptly provide such notice).




     Section 4.02 Notices. Promptly give notice to the Administrative Agent and each Lender of:



          (a) the occurrence of any Event of Default;



          (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or affecting any Group Member that if adversely determined, could
reasonably be expected to result in a Material Adverse Effect or that relates to any Loan Document;



          (c) any litigation or proceeding affecting any Group Member which relates to any Loan
Document; and



          (d) any development or event that has had or could reasonably be expected to have a Material
Adverse Effect.


Each notice delivered under this Section 4.02 shall be accompanied by a statement of a Financial
Officer setting forth the details of the event or development requiring such notice and any action
taken with respect thereto.




     Section 4.03 Maintenance of Existence; Compliance. (a) Preserve, renew and keep in full
force and effect its organizational existence and take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct of its business,
except, in each case, as otherwise permitted by Section 5.04 or to the extent that failure to do so



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could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.



     Section 4.04 Maintenance of Property; Insurance. Maintain with financially sound and
reputable insurers, insurance of the kinds, covering the risks and in the relative proportionate
amounts (including as to self-insurance) customarily carried by companies engaged in the same or
similar business and similarly situated; provided that the Borrower shall not be required to
maintain insurance against risks or in amounts no longer economically available on a de novo or
renewal basis, as applicable, to other companies engaged in the same or similar business and
similarly situated.



     Section 4.05 Payment of Taxes. Pay, discharge or otherwise satisfy at or before they become
delinquent, all its material taxes, except where the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the relevant Group Member or where the failure
to so pay could not reasonably be expected to have a Material Adverse Effect.



     Section 4.06 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of
records and account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation to its business and
activities and (b) permit representatives of the Administrative Agent or any Lender to visit and
inspect any of its properties and examine and make abstracts from any of its books and records,
during normal business hours and subject to reasonable prior notice and requirements of applicable
insurance policies, provided, that unless an Event of Default has occurred and is continuing, such
visits, inspections and examinations shall be limited to one (1) per calendar year.



     Section 4.07 Environmental Laws. (a) Comply with all applicable Environmental Laws and
Environmental Permits, and take reasonable efforts to ensure that all tenants and subtenants, if
any, comply with all applicable Environmental Laws and Environmental Permits; and (b) generate,
use, treat, store, release, transport, dispose of, and otherwise manage all Materials of
Environmental Concern in a manner that would not reasonably be expected to result in a liability to
or other adverse impact on any Group Member under any Environmental Law or arising out of any
exposure to or other health, safety, or environmental impacts or similar alleged impacts of any
Materials of Environmental Concern, and take reasonable efforts to prevent any other Person from
generating, using, treating, storing, releasing, transporting, disposing of, or otherwise managing
Materials of Environmental Concern in a manner that could reasonably be expected to result in a
liability to or other adverse impact on any Group Member under any Environmental Law or arising out
of any exposure to or other health, safety, or environmental impacts or similar alleged impacts of
any Materials of Environmental Concern; except where the failure to comply with either (a) or (b)
hereof, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.



     Section 4.08 Ratings Use commercially reasonable efforts to cause Moody’s to have in effect a
Family Rating for the Borrower and to cause S&P to have in effect a Corporate Rating for the
Borrower.



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     Section 4.09 Collateral, etc.



          (a) (i) Until the first date on which the Initial Collateral Coverage Ratio shall be equal to
or greater than 3.00 to 1.00, execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, deeds of trust and other documents) that may
be required under any applicable law, or that the Administrative Agent or the Majority Lenders may
reasonably request (including the delivery of legal opinions), in order to grant and perfect a
first priority security interest in the Initial Collateral Package, and shall promptly deliver to
the Administrative Agent a copy of each such Mortgage executed pursuant to this Section 4.09(a)(i).




     (ii) Within 30 days following the Closing Date, cause each Group Member to which on the
Closing Date is owed Indebtedness referred to in Section 5.02(a)(ii)(y) to become party to
the Intercompany Subordination Agreement.




     (iii) From and after the date falling 30 days after the Closing Date, on or prior to
each date that the information required to be provided pursuant to Section 4.01(c)(ii)(y) is
required to be provided, cause each Group Member that has not theretofore become a party to
the Intercompany Subordination Agreement pursuant to Section 4.09(a)(ii) or this Section
4.09(a)(iii), to become party to the Intercompany Subordination Agreement if such Group
Member is owed Indebtedness referred to in Section 5.02(a)(ii)(y).



          (b) If any existing Subsidiary or any Subsidiary created or acquired after the Closing Date by
any Group Member (other than a Foreign Subsidiary) acquires any material Collateral from a
Guarantor or, in the case of Subsidiary of the Borrower that is not a Subsidiary of a Guarantor,
any material assets from a Guarantor, promptly (i) cause such Subsidiary (A) to become a party to
the Guarantee and Collateral Agreement and the Intercompany Subordination Agreement as a “Guarantor
Subsidiary” under such Intercompany Subordination Agreement, (B) to take such actions necessary or
advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected
first priority security interest in any Collateral acquired by such Subsidiary, including the
recording of Mortgages, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate
of such Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and
attachments and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative Agent.



          (c) If any Foreign Subsidiary (other than Anadarko Netherlands, any Pledged Cayman Subsidiary
or any Foreign Subsidiary that is a Subsidiary of Anadarko Netherlands or any Pledged Cayman
Subsidiary) shall acquire, directly or indirectly, any Pledged International Reserves, promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement, the Intercompany Subordination Agreement or the Foreign Pledge Agreements or enter into
such additional pledge agreements as, in any case, the



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Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for
the benefit of the Secured Parties, a perfected first priority security interest in the Capital
Stock of such Foreign Subsidiary (or if such Foreign Subsidiary is a Subsidiary of a Foreign
Subsidiary, then the Capital Stock of the Foreign Subsidiary that is a direct Subsidiary of either
the Borrower or a Domestic Subsidiary and of which such Foreign Subsidiary is a Subsidiary);
provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any
such Foreign Subsidiary be required to be so pledged; (ii) if the Capital Stock of such Foreign
Subsidiary is certificated, deliver to the Administrative Agent the certificates representing such
Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the shareholders of such Foreign Subsidiary, and take such other action as
may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the
Administrative Agent’s security interest therein; and (iii) if requested by the Administrative
Agent, deliver to the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.



ARTICLE V

NEGATIVE COVENANTS




     So long as the Total Commitments remain in effect, any Letter of Credit remains outstanding or
any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower
shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:



     Section 5.01 Financial Covenants.



          (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of
any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set
forth below to exceed the ratio set forth below opposite such fiscal quarter:



	 	 	 
	 	 	Consolidated
	Fiscal Quarter	 	Leverage Ratio
	 	 	 
	September 30, 2010
	 	4.5 to 1.0
	 	 	 
	December 31, 2010
	 	4.5 to 1.0
	 	 	 
	March 31, 2011
	 	4.5 to 1.0
	 	 	 
	June 30, 2011
	 	4.5 to 1.0
	 	 	 
	September 30, 2011
	 	4.5 to 1.0
	 	 	 
	December 31, 2011
	 	4.5 to 1.0
	 	 	 
	Each Fiscal Quarter thereafter
	 	4.0 to 1.0.






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          (b) Consolidated Current Assets to Consolidated Current Liabilities. Permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities as of the end of any fiscal quarter
to be less than 1.0 to 1.0.



          (c) Collateral Coverage Ratio. Permit the Collateral Coverage Ratio as of the end of any
fiscal quarter and as of the date of any Revolving Extension of Credit (after giving effect
thereto) to be less than 1.75 to 1.00 and such failure shall remain uncured for 90 days following
the occurrence thereof.



     Section 5.02 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to
exist any Indebtedness:



          (a) of any Loan Party, except (i) unsecured Indebtedness (including Guarantee Obligations) to
any Person other than a Group Member, (ii) (x) unsecured and unsubordinated Indebtedness that in
the aggregate does not exceed $150,000,000 at any time outstanding that is owed to other Group
Members that are not Loan Parties and (y) subject to Section 4.09(a)(ii) and (a)(iii), unsecured
Indebtedness owed to other Group Members to which Section 5.02(a)(ii)(x) does not apply and that
are subordinated to the Obligations pursuant to the Intercompany Subordination Agreement or
otherwise in a manner reasonably acceptable to the Administrative Agent, (iii) Indebtedness to any
Person secured by a Lien on any property of such Loan Party if (x) the aggregate amount of all
Indebtedness secured by a Lien on property of any Loan Party or a Domestic Subsidiary of such Loan
Party (including any Indebtedness hereunder assuming for this purpose that Indebtedness in an
amount equal to the Total Commitment is then outstanding) does not exceed, as of the date such
Indebtedness is incurred, 15% of the Borrower’s Consolidated Net Tangible Assets and (y) the
incurrence of such Indebtedness would not reduce the amount of Indebtedness hereunder that may be
secured from time to time by Principal Property without giving rise under any Reference Indenture
to secure any obligation under such Reference Indenture on an equal and ratable basis, and (iv)
Indebtedness outstanding on the date hereof and listed on Schedule 5.02 and any refinancings,
refundings, renewals or extensions thereof; and



          (b) of any Group Member that is not a Loan Party, except (i) Indebtedness of such Group Member
to any other Group Member, (ii) Guarantee Obligations incurred in the ordinary course of business,
(iii) Indebtedness outstanding on the date hereof and listed on Schedule 5.02 and any
refinancings, refundings, renewals or extensions thereof, (iv) Indebtedness owed to any Person
providing workers’ compensation, health, disability or other employee benefits or property,
casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such
Person, in each case incurred in the ordinary course of business, (v) Indebtedness in respect of
performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and
similar obligations, and obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case provided in the ordinary course of business, (vi)
Indebtedness constituting indemnification obligations or obligations in respect of purchase price
or other similar adjustments in connection with acquisitions and Dispositions expressly permitted
under Section 5.04 and Section 5.06, (vii) cash management obligations and other Indebtedness in
respect of netting services, overdraft protections and similar arrangements in each case in
connection with brokerage, commodity and deposit accounts, (viii) Indebtedness in respect of
letters of credit, bank guarantees, bankers’



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acceptances or similar instruments issued or created in the ordinary course of business, (ix)
Indebtedness consisting of the financing of insurance premiums in the ordinary course of business,
(x) Capital Lease Obligations and (xi) unsecured Indebtedness in an aggregate amount at any time
not to exceed $100,000,000.



     Section 5.03 Sales and Leasebacks. Enter into any arrangement with any Person providing for the
leasing by any Group Member of real or personal property that has been or is to be sold or
transferred by such Group Member to such Person or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such property or rental obligations of such
Group Member other than any such arrangement, the Attributable Debt of which is permitted by
Section 5.02, except for any such arrangement involving Anadarko Tower or the Timberloch Building,
each located in the Woodlands, Texas.



     Section 5.04 Fundamental Changes. Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all
or substantially all of its property or business, except that:



          (a) the Borrower may merge or consolidate with or Dispose of all or substantially its assets
to another Person if:




     (i) in the case of a merger or consolidation, the Borrower is the surviving entity; or




     (ii) the Person formed by such consolidation or into which the Borrower is merged or
the Person which acquires by Disposition the properties and assets of the Borrower
substantially as an entirety shall be a corporation, limited liability company, partnership
or trust, shall be organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia, shall have unsecured non-credit enhanced
publicly held indebtedness of at least BBB- by S&P or at least Baa3 by Moody’s, and shall
expressly assume, by an agreement supplemental hereto, executed and delivered to the
Administrative Agent, in form satisfactory to the Administrative Agent, the obligations of
the Borrower hereunder, including the due and punctual payment of the principal of and
interest on all the Loans and the performance of every covenant of this Agreement on the
part of such Loan Party to be performed or observed; and




     (iii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing and the Collateral Coverage Ratio is equal to
or greater than 1.75 to 1.00; and



          (b) (i) any Subsidiary may merge, consolidate or amalgamate with, or liquidate, wind up,
dissolve and transfer or otherwise Dispose of any or all of its assets to the Borrower or any
Wholly Owned Subsidiary of the Borrower, and (ii) the Borrower or any Subsidiary may Dispose of any
or all of its assets pursuant to a Disposition permitted by Section 5.06.


Nothing in this Section 5.04 shall prohibit the conversion or reincorporation of a Subsidiary from
one form of legal entity to another or a change in the domicile of a Subsidiary.







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     Section 5.05 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property,
whether now owned or hereafter acquired, except:



          (a) Liens created pursuant to the Security Documents;



          (b) Liens for Taxes not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained on the books of
the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;



          (c) operator’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other
like Liens, including Liens under operating agreements, joint venture agreements, oil and gas
partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the
sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and
agreements, area of mutual interest agreements, overriding royalty agreements, marketing
agreements, processing agreements, net profits agreements, development agreements, gas balancing or
deferred production agreements, injection, repressuring and recycling agreements, salt water or
other disposal agreements, seismic or other geophysical permits or agreements, and other agreements
which are usual and customary in the oil and gas business, in each case, arising in the ordinary
course of business that are not overdue for a period of more than 90 days or that are being
contested in good faith by appropriate proceedings;



          (d) (i) Liens on property not purported to be Collateral in existence on the date hereof
listed on Schedule 5.05(d), securing Indebtedness permitted by Section 5.02(a)(iii), provided that
no such Lien is spread to cover any additional property after the Closing Date and that the amount
of Indebtedness secured thereby is not increased, and (ii) other Liens on property not purported to
be Collateral securing Indebtedness permitted by Section 5.02(a)(iii);



          (e) any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary securing
Indebtedness permitted by Section 5.02(a)(iii); provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person’s becoming a Subsidiary, as
the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or
such Subsidiary and (iii) such Lien shall secure only those obligations that it secures on the date
of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and
extensions, refinancings, refundings, replacements and renewals thereof that do not increase the
outstanding principal amount thereof;



          (f) pledges or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation and statutory obligations;



          (g) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, surety and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;



          (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business that, in the aggregate, are not substantial in amount and that do not
in any case materially detract from the value of the property subject thereto or



-62-









 







materially interfere with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;



          (i) Liens (other than for obligations for borrowed money) created pursuant to construction,
operating and maintenance agreements, transportation agreements and other similar agreements and
related documents entered into in the ordinary course of business;



          (j) ground leases in respect of real property on which facilities owned or leased by the
Borrower or any of its Subsidiaries are located;



          (k) Liens consisting of any (i) rights reserved to or vested in any municipality or
governmental, statutory or public authority to control or regulate any property of the Borrower or
any Subsidiary or to use such property, (ii) obligations or duties to any municipality or public
authority with respect to any franchise, grant, license, lease or permit and the rights reserved or
vested in any Governmental Authority or public utility to terminate any such franchise, grant,
license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws,
ordinances or municipal regulations;



          (l) any interest or title of a lessor under any lease entered into by the Borrower or any
Subsidiary in the ordinary course of its business and covering only the assets so leased;



          (m) Liens arising from precautionary UCC financing statements or similar filings made in
respect of operating leases;



          (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar
Liens attaching to commodity trading accounts or other brokerage accounts incurred not for
speculative purposes and in the ordinary course of business;



          (o) Liens on property other than Principal Property in favor of counterparties to Swap
Agreements (that are not Specified Swap Agreements) securing obligations under such Swap
Agreements;



          (p) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business or (iii) relating to purchase orders and
other agreements entered into with customers in the ordinary course of business;



          (q) Liens of a collecting bank arising in the ordinary course of business under Section 4-208
of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being
collected upon;



          (r) Liens solely on any cash earnest money deposits made in connection with any letter of
intent or purchase agreement permitted hereunder;



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          (s) Liens consisting of licensing of patents, copyrights, trademarks, trade names, other
indications of origin, domain names and other forms of intellectual property, in each case in the
ordinary course of business consistent with past practice;



          (t) rights of first refusal entered into in the ordinary course of business;



          (u) Liens on property not purported to be Collateral arising out of sale and leaseback
transactions permitted by Section 5.03 and any extensions, refinancings, refundings, replacements
and renewals thereof;



          (v) Liens deemed to exist in connection with Investments in repurchase agreements; provided
that such Liens do not extend to any assets other than those assets that are the subject of such
repurchase agreements; and



          (w) Liens on property other than on Principal Property or on other property purported to be
Collateral not otherwise permitted by this Section so long as (i) the aggregate outstanding
principal amount of the obligations secured thereby does not exceed $250,000,000 at any one time
(as to the Borrower and all Subsidiaries) and (ii) the aggregate fair market value (determined as
of the date such Lien is incurred) of the assets subject thereto does not exceed $750,000,000 at
any one time.



     Section 5.06 Disposition of Property. Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such
Subsidiary’s Capital Stock to any Person, except:



          (a) Dispositions (i) of obsolete or worn out property in the ordinary course of business, (ii)
resulting from any casualty or other insured damage to, or any taking under power of eminent domain
or by condemnation or similar proceeding of, any property or asset of the Borrower or any
Subsidiary and (iii) constituting leases, subleases, space leases, licenses or sublicenses, in each
case in the ordinary course of business and which do not materially interfere with the business of
any Group Member;



          (b) Dispositions of (i) Hydrocarbons and other inventory in the ordinary course of business
and (ii) accounts receivable in connection with the compromise, settlement or collection thereof;



          (c) sale and leaseback transactions permitted by Section 5.03, Liens permitted by Section 5.05
and Restricted Payments permitted by Section 5.07;



          (d) the sale or issuance or other Disposition of any Subsidiary’s Capital Stock to the
Borrower or any Wholly Owned Subsidiary of the Borrower; and



          (e) Dispositions (including the Disposition of Capital Stock of any Subsidiary to a Person
that is not a Group Member) not otherwise permitted by Section 5.06(a) through (d) so long as (i)
no Event of Default has occurred and is continuing and (ii) the Net Cash Proceeds (or an amount
equal thereto) of such Disposition are applied to the extent required by Section 2.08(a) to reduce
the Total Revolving Extensions of Credit.



-64-









 




In the event that any Disposition meets the criteria for more than one of the categories set forth
in this Section 5.06, the Borrower may, in its sole discretion, classify and reclassify from time
to time such Disposition among the categories whose criteria such Disposition satisfies in a manner
that results in compliance with this covenant.




     Section 5.07 Restricted Payments. If a Default or Event of Default shall have occurred and be
continuing or the Collateral Coverage Ratio shall be less than 1.75 to 1.00, declare or pay any
dividend (other than dividends payable solely in common stock of the Person making such dividend)
on, or make any payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of
any Group Member, whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in obligations of any Group
Member (collectively, “Restricted Payments”), provided that notwithstanding the foregoing, any
Subsidiary of the Borrower may declare and pay cash dividends ratably to holders of its Capital
Stock.



     Section 5.08 Investments. Make any advance, loan or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a
business unit of, or make any other investment in, any Person if, as of the date such investment
occurs, an Event of Default shall have occurred and be continuing or the Collateral Coverage Ratio
shall be less than 1.75 to 1.00; provided that (i) the Borrower and its Subsidiaries may (a) make
investments in cash equivalents, (b) make investments in stock, obligations or securities received
in settlement of debts owing to them, (c) incur Guarantee Obligations constituting Indebtedness
permitted by Section 5.02, and (d) loans or advances made by the Borrower to any Subsidiary and
made by any Subsidiary to the Borrower or any other Subsidiary (ii) the Borrower may make
investments in the Capital Stock of its Subsidiaries.



     Section 5.09 Transactions with Affiliates. Enter into any transaction, including any purchase,
sale, lease or exchange of property, the rendering of any service or the payment of any management,
advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary) unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of
business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to
the relevant Group Member than it would obtain in a comparable arm’s length transaction with a
Person that is not an Affiliate.



     Section 5.10 Swap Agreements. Enter into any Swap Agreement, except Swap Agreements entered into
not for speculative purposes and in the ordinary course of business.



     Section 5.11 Negative Pledge Clauses. Enter into or suffer to exist or become effective any
agreement that prohibits or limits the ability of any Group Member to create, incur, assume or
suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a party other than (a)
this Agreement and the other Loan Documents, (b) any agreements governing any Liens or Capital
Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets encumbered thereby) and (c) the Reference Indentures.



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     Section 5.12 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any Subsidiary of the
Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held
by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make
loans or advances to, or other investments in, the Borrower or any other Subsidiary of the Borrower
or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except
for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an
agreement that has been entered into in connection with the Disposition of all or substantially all
of the Capital Stock or assets of such Subsidiary and (iii) any agreement or other instrument of a
Person in existence at the time such Person became a Subsidiary (but not created in connection
therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any
other Person, or the properties or assets of any other Person.



ARTICLE VI

CONDITIONS OF LENDING




     Section 6.01 Conditions Precedent to the Initial Revolving Extensions of Credit. The
obligations of the Lenders and each Issuing Lender to make the initial Revolving Extensions of
Credit shall not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):



          (a) Notes. Notes are issued payable to the order of such Lender, if requested.



          (b) Credit Agreement; Guarantee and Collateral Agreement; Intercompany Subordination
Agreement; Foreign Pledge Agreements. The Administrative Agent shall have received (i) this
Agreement, executed and delivered by the Administrative Agent, the Borrower and each Person listed
on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the
Borrower and each Guarantor and (iii) to the extent required to comply with Section 6.02(a), (x)
the Netherlands Pledge Agreement, executed and delivered by APC International Holdings, LLC, (y)
the Cayman Pledge Agreement, executed and delivered by Kerr-McGee Oil & Gas Corporation and
Anadarko Global Holdings Company and (z) an Acknowledgement and Consent in the form attached to the
Guarantee and Collateral Agreement and the Foreign Pledge Agreements, as the case may be, executed
and delivered by Anadarko Netherlands and each Pledged Cayman Subsidiary.



          (c) Fees. The Lenders and the Administrative Agent shall have received all fees and other
amounts due and payable, including, to the extent invoiced, reimbursement or payment of all out of
pocket expenses required to be reimbursed or paid by the Borrower hereunder (including the
reasonable fees and expenses of legal counsel), on or before the Closing Date.



          (d) Financial Statements. The Lenders shall have received (i) audited consolidated financial
statements of the Borrower for the 2008 and 2009 fiscal years, (ii) unaudited interim consolidated
financial statements of the Borrower for each fiscal quarter ended after the date of the latest
applicable financial statements delivered pursuant to clause (i) of this



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paragraph, and at least 45 days prior to the Closing Date, and unaudited consolidated
financial statements of the Borrower for the same period of the prior fiscal year, as to which such
financial statements are available and (iii) all other financial statements for completed or
pending acquisitions to the extent required under Regulation S-X of the Securities Act of 1933, as
amended.



          (e) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates.
The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the
Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments,
including the certificate of incorporation of each Loan Party that is a corporation certified by
the relevant authority of the jurisdiction of organization of such Loan Party, (ii) a solvency
certificate of the chief financial officer of the Borrower in form and substance reasonably
satisfactory to the Administrative Agent and (iii) a long form good standing certificate for each
Loan Party from its jurisdiction of organization.



          (f) Legal Opinions. The Administrative Agent shall have received the following executed legal
opinions:




     (i) the legal opinion of Vinson & Elkins LLP, counsel to the Loan Parties,
substantially in the form of Exhibit G-1;




     (ii) the legal opinion of Robert K. Reeves, Senior Vice President and General Counsel
of the Borrower, substantially in the form of Exhibit G-2;




     (iii) the legal opinion of such other special and local counsel with respect to the
Mortgages or otherwise as may be reasonably required by the Administrative Agent, including,
without limitation, counsel in each jurisdiction where the Mortgaged Properties are located
on the Closing Date; and




     (iv) the legal opinion of such other special and local counsel with respect to the
Guarantee and Collateral Agreement and the Foreign Pledge Agreements in effect on the
Closing Date.


Each such legal opinion shall cover such other matters incident to the transactions contemplated by
this Agreement as the Administrative Agent may reasonably require.




          (g) Repayment of Certain Existing Indebtedness. The Administrative Agent shall have received
satisfactory evidence that (A) the Borrower shall have (i) repaid all loans and terminated all
commitments under the Existing Credit Agreement (other than letters of credit issued thereunder
which constitute Existing Letters of Credit), and (ii) caused all loans to have been repaid under
that certain $2.2 billion WGRAH Term Loan Agreement, dated as of December 27, 2007, among WGR Asset
Holding Company LLC, as borrower, Trinity Associates LLC, as lender and Citibank, N.A., Agency &
Trust, as collateral agent and (B) satisfactory arrangements shall have been made for the
termination of all Liens granted in connection therewith.



          (h) Approvals. All governmental and third party approvals necessary in connection with the
execution and delivery of the Loan Documents and the transactions



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contemplated hereby shall have been obtained on satisfactory terms. There shall not exist any
action, investigation, litigation or proceeding pending or, to the knowledge of the Borrower,
threatened in any court or before any arbitrator or Governmental Authority that could reasonably be
expected to have a Material Adverse Effect or have a material adverse effect on the execution of
the Loan Documents or any of the other transactions contemplated hereby or thereby.



          (i) Lien Searches. The Administrative Agent shall have received the results of a recent Lien
search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets
of the Loan Parties except for Liens permitted by Section 5.05 or discharged on or prior to the
Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent.



          (j) Pledged Stock; Stock Powers; Support Documents. The Administrative Agent shall have
received (i) the certificates representing the shares of Capital Stock pledged pursuant to the
Netherlands Pledge Agreement (to the extent such Capital Stock is certificated), together with an
undated stock power for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof; and (ii) such share charge support documents as set forth in the Cayman Pledge
Agreement, including undated share transfer forms in respect of the shares charged pursuant
thereto, executed in blank by a duly authorized officer of the charger thereof, in each case to the
extent required to comply with Section 6.02(a).



          (k) Filings, Registrations and Recordings. (i) Each document (including any Uniform
Commercial Code financing statement) required by the Security Documents or under law or reasonably
requested by the Administrative Agent to be filed, registered or recorded in order to create in
favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the
Collateral described therein, prior and superior in right to any other Person (other than with
respect to Liens permitted by Section 5.05), shall be in proper form for filing, registration or
recordation; and (ii) to the extent necessary to comply with Section 6.02(a), the Administrative
Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and
delivered by a duly authorized officer of each party thereto.



          (l) Title Documents. The Administrative Agent shall have received such title information as
the Administrative Agent shall reasonably request.



          (m) USA Patriot Act Information. The Administrative Agent and the Lenders shall have received
all documentation and other information about the Loan Parties as is reasonably requested in
writing at least 10 days prior to the Closing Date by the Administrative Agent or the Lenders that
they reasonably determine is required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including without limitation the USA
Patriot Act.



          (n) Ratings. The Borrower shall have received a Family Rating of at least Ba2 from Moody’s
and a Corporate Rating of at least BB from S&P.


For the purpose of determining compliance with the conditions specified in this Section 6.01, each
Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with,
each document or other matter required under this Section 6.01 unless the Administrative


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Agent shall have received written notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.




     Section 6.02 Conditions to Each Revolving Extension of Credit. The agreement of each Lender
to make any Revolving Extension of Credit requested to be made by it on any date (including its
initial Revolving Extension of Credit) is subject to the satisfaction of the following conditions
precedent:



          (a) Collateral.




     (i) Until the first date on which the Initial Collateral Coverage Ratio shall be equal
to or greater than 3.00 to 1.00, the grant of a perfected first priority security interest
(subject to Liens to the extent permitted by Section 5.05) in assets referred to in the
Initial Collateral Package or that are acceptable to the Administrative Agent as may be
required to result in a Section 6.02(a) Collateral Coverage Ratio as of the date of such
Revolving Extension of Credit of not less than 3.00 to 1.00 (including in the denominator of
such ratio, such proposed Revolving Extension of Credit); and




     (ii) the Collateral Coverage Ratio shall be equal to or greater than 1.75 to 1.00 after
giving pro forma effect to the requested Revolving Extension of Credit.



          (b) Representations and Warranties. Each of the representations and warranties made by any
Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects
on and as of such date as if made on and as of such date, except to the extent any such
representations and warranties are expressly limited to an earlier date, in which case, on and as
of the date of such Revolving Extension of Credit, such representations and warranties shall
continue to be true and correct as of such specified earlier date.



          (c) No Default. No Default or Event of Default shall have occurred and be continuing on such
date or after giving effect to the extensions of credit requested to be made on such date.



ARTICLE VII

EVENTS OF DEFAULT




     Section 7.01 Events of Default. If one or more of the following events of default (“Events of
Default”) shall occur and be continuing:



          (a) the Borrower shall default in any payment of principal of any Loan or any Reimbursement
Obligation when and as the same shall become due and payable, or the Borrower shall default in any
payment of interest on any Loan, or in the payment of any fees or other amounts, when and as the
same shall become due and payable, and such default shall continue for a period of three (3)
Business Days; or



          (b) any representation or warranty, or certification made by the Borrower herein or any
statement or representation or certification made or deemed to be made pursuant to ARTICLE III or
ARTICLE VI shall prove to have been incorrect in any material respect when made; or



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          (c) (i) any material provision of a Security Document shall cease, for any reason, to be in
full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or
(ii) except as provided in clause (c)(iii), any Lien created by any of the Security Documents shall
cease to be enforceable and of the same effect and priority purported to be created thereby or
(iii) any Lien created by any of the Security Documents with respect to Collateral the PV9 or
Risked Fair Market Value of which is less than $50,000,000 shall cease to be enforceable and of the
same effect and priority purported to be created thereby and such circumstance continues for thirty
days; or



          (d) any Loan Party shall default in the observance or performance of any agreement contained
in Section 4.02(a), Section 4.03(a) (with respect to the Borrower only), ARTICLE V of this
Agreement or Sections 5.4 and 5.6(b) of the Guarantee and Collateral Agreement; or



          (e) any Loan Party shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a),
(b), (d) and (e) of this Section), and such default shall continue unremedied for a period of 30
days after notice to the Borrower from the Administrative Agent or the Majority Lenders specifying
such default and requiring it to be remedied; or



          (f) the Borrower or any Significant Subsidiary shall (i) default in making any payment of any
principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the
scheduled or original due date with respect thereto; or (ii) default in making any payment of any
interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or otherwise; or (iii) default in the
observance or performance of any other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating thereto, and such default
shall have resulted in such Indebtedness becoming due and payable prior to its stated maturity or
(in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;
provided, that a default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (f) shall not at any time constitute an Event of Default unless, at such time, one or
more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this
paragraph (f) shall have occurred and be continuing with respect to Indebtedness the aggregate
outstanding principal amount of which is $100,000,000 or more; or



          (g) any Loan Party shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of its property, (ii)
admit in writing its inability to pay its debts as such debts become due, (iii) make a general
assignment for the benefit of its creditors, (iv) commence a voluntary case under any Bankruptcy
Law, (v) file a petition seeking to take advantage of any other law providing for similar relief of
debtors, or (vi) consent or acquiesce in writing to any petition duly filed against it in any
involuntary case under any Bankruptcy Law; or



          (h) a proceeding or case shall be commenced, without the application or consent of a Loan
Party, in any court of competent jurisdiction seeking (i) its liquidation,



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reorganization, dissolution or winding up, or the composition or readjustment of its debts,
(ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of its
assets, or (iii) similar relief in respect of it, under any law providing for the relief of
debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a
period of sixty (60) days (or such longer period, so long as such Loan Party shall be taking such
action in good faith as shall be reasonably necessary to obtain the timely dismissal or stay of
such proceeding or case); or an order for relief shall be entered in an involuntary case under any
applicable Bankruptcy Law, against any Loan Party; or



          (i) there is entered against the Borrower or any Significant Subsidiary one or more final
non-appealable judgments for the payment of money in an aggregate amount in excess of $100,000,000
(net of insurance coverage which is reasonably expected to be paid by the insurer), and the same
shall remain undischarged for a period of sixty (60) consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of the Borrower or any Significant Subsidiary to enforce any such judgment; or



          (j) (i) an ERISA Event shall have occurred that, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a liability which would have a
material adverse effect on the business, assets, operations, prospects or conditions, financial or
otherwise, of the Borrower and its Subsidiaries taken as a whole; or



          (k) the guarantee contained in ARTICLE 2 of the Guarantee and Collateral Agreement shall
cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any
Loan Party shall so assert; or



          (l) any Change of Control shall occur;


then, and in any such event, (A) if such event is an Event of Default specified in paragraph (g) or
(h) above with respect to the Borrower, automatically the Commitments shall immediately terminate
and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents (including all amounts of LC Exposure, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents required thereunder)
shall immediately become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of the Majority
Lenders, the Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the
Majority Lenders, the Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan Documents (including
all amounts of LC Exposure, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable. With respect to all Letters of Credit
with respect to which presentment for honor shall not have occurred at the time of an acceleration
pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to


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the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such
cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn
under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the
Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all
other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or
such other Person as may be lawfully entitled thereto). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived
by the Borrower.




ARTICLE VIII

THE AGENTS




     Section 8.01 Powers. Each Lender hereby irrevocably appoints and authorizes the
Administrative Agent to act as its agent under this Agreement and the other Loan Documents. The
Administrative Agent shall have and may exercise such powers hereunder and under the other Loan
Documents executed and delivered pursuant to the terms hereof as are specifically delegated to the
Administrative Agent by the terms hereof or under the other Loan Documents, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement, and shall not by reason of this Agreement have
a fiduciary relationship with any Lender. No implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.



     Section 8.02 Agent’s Reliance, Etc. Neither any Agent nor any of their respective Related
Parties shall be liable for any action lawfully taken or omitted to be taken by any of them
hereunder or under any other Loan Document executed and delivered pursuant to the terms hereof or
in connection herewith or therewith (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from its or
such Person’s own gross negligence or willful misconduct).



     Section 8.03 No Responsibility for Recitals, Etc. The Administrative Agent shall not be
responsible to the Lenders for any recitals, statements, warranties or representations made by any
Loan Party or any officer thereof contained in this Agreement or under any other Loan Document or
in any certificate, report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan Document executed and
delivered pursuant to the terms hereof, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document executed and delivered
pursuant hereto or for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms of this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party.



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     Section 8.04 Right to Indemnity. The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder or under any agreement executed and delivered pursuant to
the terms hereof unless it shall first be indemnified (upon requesting such indemnification) to its
satisfaction by the Lenders against any and all liability and expense which it may incur by reason
of taking or continuing to take any such action. The Lenders agree to indemnify each Agent and its
officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an
“Agent Indemnitee”), to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so under this Agreement, ratably in accordance with their
respective Applicable Percentages in effect on the date on which indemnification is sought under
this Section (or, if indemnification is sought after the date upon which the Total Commitments
shall have terminated and the Loans shall have been paid in full, ratably in accordance with such
Applicable Percentages immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted
against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this
Agreement, any of the other Loan Documents or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent Indemnitee under or in connection with the foregoing (including the costs and
expenses which the Borrower is obligated to pay under this Agreement but excluding, unless an Event
of Default has occurred and is continuing, normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents; provided no such liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement results from the Agent Indemnitee’s
gross negligence or willful misconduct (as determined by a final and nonappealable decision of a
court of competent jurisdiction); provided, however, that, in the event the Administrative Agent
receives indemnification from the Lenders hereunder with respect to costs and expenses which the
Borrower is obligated to pay under this Agreement, the Administrative Agent shall remit to the
Lenders the amount of such costs and expenses to the extent subsequently paid by the Borrower, such
remittance to be in accordance with the proportionate amount of the indemnification made by each
respective Lender. The agreements in this Section shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.



     Section 8.05 Action on Instructions of Lenders. The Administrative Agent shall in all cases
be fully protected in acting or refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Majority Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders and all future holders of the Loan.



     Section 8.06 Employment of Agents. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be answerable, except as to money or securities received by them or
their authorized agents, for the default, negligence or misconduct of any such agent or
attorney-in-fact selected by it with reasonable care. The Administrative Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through such agents and
attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to
such duties.



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     Section 8.07 Reliance on Documents. The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon (a) any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy or email message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons, and (b) the advice and statements of legal counsel (including counsel to
the Borrower) with respect to legal matters, independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a notice of the assignment, negotiation or
transfer thereof satisfactory to the Administrative Agent signed by such payee shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Majority Lenders (or, if so specified by this
Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action.



     Section 8.08 Rights as a Lender. With respect to its Loans made or renewed by it and with
respect to any Letter of Credit issued or participated in by it, each Agent shall have the same
rights and powers hereunder and under the other Loan Documents as any Lender, and may exercise the
same as though it were not an Agent, and the terms “Lender” and “Lenders” shall, unless the context
otherwise indicates, include each Agent in its individual capacity. Each Agent and its respective
Affiliates may accept deposits from, lend money to, and generally engage in any kind of business
with any Loan Party as if it were not an Agent.



     Section 8.09 Non-Reliance on Agents or other Lenders. Each Lender represents to the Agents
that it has, independently and without reliance upon any Agent or on any other Lender, and based on
such documents and information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will, independently and without
reliance upon any Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Loan Documents, and to
make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their
Affiliates. The Administrative Agent shall not be required to keep itself informed as to the
performance or observance by any Loan Party of this Agreement or any other document referred to or
provided for herein or therein or to inspect the properties or books of any Loan Party. Except for
notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to
provide any Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or
any Affiliate of a Loan Party that may at any time come into possession of the Administrative Agent
or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates.



     Section 8.10 Events of Default. If the Administrative Agent receives knowledge or notice of
any Default or Event of Default, the Administrative Agent shall give notice thereof to the Lenders.
The Administrative Agent shall not be deemed to have knowledge or notice of the



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occurrence of any Default or Event of Default hereunder until it shall have received a written
notice from the Borrower or any Lender referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “Notice of Default.” The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Lenders (or, if so specified by this Agreement, all Lenders); provided
that unless and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders.



     Section 8.11 Successor Agent. Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may resign upon 30
days’ notice to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall
(unless an Event of Default under Section 7.01(a), Section 7.01(g) or Section 7.01(h) with respect
to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower
(which approval shall not be unreasonably withheld or delayed), whereupon such successor agent
shall succeed to the rights, powers, privileges and duties of the retiring Administrative Agent,
and the term “Administrative Agent” shall mean such successor agent effective upon such appointment
and approval, and the former Administrative Agent’s rights, powers and duties as Administrative
Agent shall be terminated, without any other further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no
successor agent has accepted appointment as Administrative Agent by the date that is 30 days
following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and
perform all of the duties of the Administrative Agent hereunder until such time, if any, as the
Majority Lenders appoint a successor agent as provided for above. After an Administrative Agent’s
resignation hereunder, the provisions of this ARTICLE VIII and Section 9.03 shall continue in
effect for the benefit of such retiring Administrative Agent.



     Section 8.12 Syndication Agent. Nothing contained in this Agreement shall be construed to
impose any responsibility, obligation or duty whatsoever hereunder on any Syndication Agent.



     Section 8.13 Act in its Own Name. Notwithstanding any provision to the contrary in any Loan
Document, in relation to the Dutch Parallel Debts and any Lien governed by Dutch law (including the
Netherlands Pledge Agreement): (a) the Administrative Agent shall act in its own name and not as
agent of any Credit Party (but always for the benefit of the Credit Parties in accordance with the
provisions of the Loan Documents); (b) the rights, powers and authorities vested in the
Administrative Agent pursuant to the Loan Documents are subject to any restrictions imposed by
mandatory Dutch law; and (c) the Administrative Agent shall be entitled to accept the Dutch
Parallel Debts on behalf of each of the Credit Parties, notwithstanding the foregoing.



     Section 8.14 Further Assurance for Dutch Parallel Debts. If the Administrative Agent resigns
in accordance with this ARTICLE VIII, each Obligor shall execute such



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documents and take all such other action as is necessary or (in the opinion of the
Administrative Agent) desirable in connection with the substitution, in accordance with applicable
law, of the successor Administrative Agent as creditor of the Dutch Parallel Debts and as
beneficiary of any Lien securing the Dutch Parallel Debts.



ARTICLE IX

MISCELLANEOUS




     Section 9.01 Notices. Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:



          (a) if to the Borrower, to it at 1201 Lake Robbins Drive, The Woodlands, Texas 77380,
Attention of the Assistant Treasurer, Telecopy No. 832-636-8214; messenger delivery to 1201 Lake
Robbins Drive, The Woodlands, Texas 77380; with a copy to John Montanti, Telecopy No. 832-636-5364;
messenger delivery to 1201 Lake Robbins Drive, The Woodlands, Texas 77380;



          (b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin Street, Floor
10, Houston, Texas 77002-6925, Attention of Monica M Espitia, Facsimile No.: 713-427-6307; with a
copy to Robert Traband, Facsimile No.: 713-216-8870;



          (c) if to JPMorgan Chase Bank, N.A., as an Issuing Lender, to it at JPMorgan Chase Bank, N.A.,
c/o JPMorgan Treasury Services, 10420 Highland Manor Drive, 4th Floor, Tampa, Florida 33610-9128,
Attention of Standby Letter of Credit Dept., Attention of James E Alonzo, Facsimile No.:
813-432-5161;



          (d) if to a Swingline Lender, to it at the address set forth in paragraph (b) above or (e)
below, as the case may be; or



          (e) if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.



     Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.



     Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to ARTICLE II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.



     Section 9.02 Waivers; Amendments.



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          (a) No failure or delay by the Administrative Agent, any Issuing Lender, any Swingline Lender
or any Lender in exercising any right or power hereunder or under the Loan Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, any Issuing Lender, any Swingline Lender and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, to the fullest
extent permitted by applicable law, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Event of Default, regardless of whether the Administrative
Agent, any Lender, any Issuing Lender or any Swingline Lender may have had notice or knowledge of
such Event of Default at the time.



          (b) None of this Agreement, any other Loan Document nor any provision hereof or thereof may be
waived, amended or modified except pursuant to an agreement or agreements in writing entered into
by the Borrower and the Majority Lenders or by the Borrower and the Administrative Agent with the
consent of the Majority Lenders; provided that no such agreement shall (i) forgive the principal
amount of any Loan or extend the Termination Date, reduce the stated rate of any interest or fee
payable hereunder (except (x) in connection with the waiver of applicability of any post-default
increase in interest rates (which waiver shall be effective with the consent of the Majority
Lenders) and (y) that any amendment or modification of defined terms used in the financial
covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for
purposes of this clause (i)) or extend the scheduled date of any payment thereof (it being
understood that prepayments under Section 2.08 are not “scheduled” dates of payment), or increase
the amount or extend the expiration date of any Lender’s Commitment, in each case without the
written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting
rights of any Lender under this Section 9.02 without the written consent of each Lender directly
affected thereby or any Person party to a Specified Swap Agreement if such Person or its Affiliate
is not then a Lender; (iii) reduce any percentage specified in the definition of Majority Lenders,
consent to the assignment or transfer by the Borrower of any of its rights and obligations under
this Agreement and the other Loan Documents, in each case without the written consent of all
Lenders; (iv) release all or substantially all of the Collateral or release all or substantially
all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each
case without the written consent of all Lenders; (v) amend, modify or waive any provision of
Section 2.12 without the written consent of each Lender; (vi) amend, modify or waive any provision
of ARTICLE VIII or any other provision of any Loan Document that affects the Administrative Agent
without the written consent of the Administrative Agent; (vii) amend, modify or waive any provision
of Section 9.13 or 9.14 without the written consent of the Administrative Agent and each Issuing
Lenders (and in the case of the percentage specified in clause (iii) of Section 9.13, such
amendment shall require consent of the Majority Lenders (with the percentage in such definition
being deemed 75% for this purpose)); (viii) amend, modify or waive any provision of Section 2.05
without the written consent of each Issuing Lender directly affected thereby; (ix) amend, modify or
waive any provision of Section 2.21 without the written consent of each Swingline



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Lender directly affected thereby or (x) subordinate or alter the pro rata sharing provisions
in any manner adversely to any Lender or any other Person party to a Specified Swap Agreement if
such Person or its Affiliate is not then a Lender. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the
Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to
their former position and rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any right consequent
thereon.



          (c) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated)
with the written consent of the Majority Lenders, the Administrative Agent and the Borrower (i) to
add one or more additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and fees in respect
thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the
Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (ii) to
include appropriately the Lenders holding such credit facilities in any determination of the
Majority Lenders.



     Section 9.03 Expenses; Indemnity; Damage Waiver.



          (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent or the Arrangers, in connection
with the syndication (prior to the date hereof) of the Total Commitments, the preparation,
execution, delivery and administration of this Agreement or any amendments, modifications or
waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Lender in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or the Arrangers, any Issuing Lender or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender or any
Lender, in connection with the enforcement or protection of its rights in connection with this
Agreement, including its rights under this Section, or in connection with the Loans made or Letters
of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
Notwithstanding anything to the contrary, the Borrower shall not have any obligation to pay the
fees or expenses of any Lender or the Administrative Agent in connection with any assignment of, or
the grant of any participation in, any rights of a Lender under or in connection with this
Agreement; provided that the provisions of this sentence shall not apply to any Lender substituted
for a Defaulting Lender pursuant to Section 9.13.



          (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, each Issuing Lender,
each Swingline Lender, each Lender, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each



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Indemnitee harmless from, any and all losses, penalties, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations hereunder or the
consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Lender
to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of hazardous materials on or from any property owned or operated by
the Borrower or any Subsidiary, or any environmental liability related in any way to the Borrower
or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, penalties, claims, damages,
liabilities or related expenses are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence, unlawful conduct or willful
misconduct of such Indemnitee.



          (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the
Administrative Agent, any Issuing Lender or any Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Lender or
such Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against such Administrative Agent,
such Issuing Lender or such Swingline Lender in its capacity as such.



          (d) All amounts due under this Section 9.03 shall be payable not later than 10 days after
written demand therefor. Statements payable by the Borrower pursuant to this Section 9.03 shall be
submitted to Randy Tonnesen (Telephone No. 832-636-7078) (Telecopy No. 832-636-5364), at the
address of the Borrower set forth in Section 9.01, or to such other Person or address as may be
hereafter designated by the Borrower in a written notice to the Administrative Agent. The
agreements in this Section 9.03 shall survive the termination of this Agreement and the repayment
of the Loans and all other amounts payable hereunder.



     Section 9.04 Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person



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(other than the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to
the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agents, each Issuing Lender and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees (other than the Borrower or its Affiliates, each, an “Assignee”) all or a
portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld or delayed) of:




     (A) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as
defined below) or, if an Event of Default has occurred and is continuing, any other
Person; provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative
Agent within five Business Days after having received notice thereof;




     (B) the Administrative Agent;




     (C) each Issuing Lender; and




     (D) each Swingline Lender.




     (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender, an Affiliate of a Lender
or an Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that (1) no such consent of the Borrower shall be
required if an Event of Default under Section 7.01(a), (b), (g) or (h) has occurred
and is continuing and (2) such amounts shall be aggregated in respect of each Lender
and its affiliates or Approved Funds, if any;




     (B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement and,
unless each of the Borrower and the Administrative Agent otherwise consent, shall
result in the assigning Lender having no less than $10,000,000 in Commitments and
Loans after giving effect to such assignment;




     (C) (1) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing



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and recordation fee of $3,500 and (2) the assigning Lender shall have paid in
full any amounts owing by it to the Administrative Agent;




     (D) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the Assignee
designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Borrower and its
Affiliates and their related parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s
compliance procedures and applicable laws, including Federal and state securities
laws; and




     (E) without the prior written consent of the Administrative Agent, no
assignment shall be made to a prospective Assignee that bears a relationship to the
Borrower described in Section 108(e)(4) of the Code.



     For the purposes of this Section 9.04, “Approved Fund” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) a Person or an Affiliate of a Person that
administers or manages a Lender.




     (i) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below,
from and after the effective date specified in each Assignment and Assumption the Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.13, 2.15 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph (c) of this
Section.




     (ii) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in New York City, a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount of the Loans and LC Exposure owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent, each Issuing Lender and the Lenders shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower,



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any Issuing Lender and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




     (iii) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire
(unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b)(ii)(C) of this Section and upon satisfaction of the
additional conditions set forth in paragraph (b)(ii) of this Section and any written consent
to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in
the Register maintained at the New York office of the Administrative Agent. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.



          (c) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities other than the Borrower or its Affiliates (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations, (C) the
Borrower, the Administrative Agent, each Issuing Lender and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement, and (D) without the prior written consent of the Administrative Agent, no
participation shall be sold to a prospective Participant that bears a relationship to the Borrower
described in Section 108(e)(4) of the Code. Any agreement pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to the proviso in Section 9.02(b) and (2) directly affects such
Participant. The Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.13, 2.15 and 2.20 (subject to the requirements and limitations therein, including the
requirements under Section 2.15(f) (it being understood that the documentation required under
Section 2.15(f) shall be delivered to the participating Lender)) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 2.13 and 2.15
as if it were an assignee under paragraph (b) of this Section, (B) shall not be entitled to receive
any greater payment under Sections 2.13 or 2.15, with respect to any participation, than its
participating Lender would have been entitled to receive, unless the sale of such participation to
the Participant was made with the Borrower’s prior written consent. No Participant will be
entitled to the benefits of Section 2.15 unless, at the time such Participant claims such benefits,
such Participant has complied with Section 2.15(f) as though it were a Lender. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though
it were a Lender, provided such Participant shall be subject to Section 2.12 as though it were a
Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent
of the Borrower, maintain a register on which it enters the name and address of each Participant
and



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the principal amounts (and stated interest) of each Participant’s interest in the Loans or
other obligations under this Agreement (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register to any Person
(including the identity of any Participant or any information relating to a Participant’s interest
in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document)
except to the extent that such disclosure is necessary to establish that such Commitment, Loan,
Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations or is otherwise required by law. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of
this Agreement notwithstanding any notice to the contrary.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System, and to a trustee for the benefit of holders of
debt securities issued by such Lender, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such
pledgee or Assignee for such Lender as a party hereto.



          (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue
Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph
(d) above.



     Section 9.05 Survival. All covenants, agreements, representations and warranties made by the
Borrower herein, in the other Loan Documents and in the certificates or other instruments delivered
in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the Administrative Agent, any
Issuing Lender or any Lender may have had notice or knowledge of any Event of Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The provisions of
ARTICLE VIII, Section 2.13, Section 2.15, Section 2.20, Section 9.03, this Section 9.05, Section
9.09 and Section 9.10 shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any other provision hereof.



     Section 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements



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and understandings, oral or written, relating to the subject matter hereof. Except as
provided in Section 6.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by email or facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Agreement. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.



     Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 9.08 Setoff. In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law upon any of the Obligations
becoming due and payable by the Borrower (whether at stated maturity, by acceleration or otherwise)
after the occurrence of and during the continuation of an Event of Default, to apply to the payment
of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender, any Affiliate thereof or any of their
respective branches or agencies to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any such application made
by such Lender, provided that the failure to give such notice shall not affect the validity of such
application.



     Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.



          (a) THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY
CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



          (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the courts of the Supreme Court of the State of New
York, sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from either thereof, in any action or proceeding arising out
of or relating to this Agreement, the Notes, or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
such New York State court or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or



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proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, any of the other agents, any Issuing
Lender or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement against the Borrower or its properties in the courts of any jurisdiction agrees that
nothing herein shall affect the right to effect service of process in any other manner permitted by
law or shall limit the right to sue in any other jurisdiction; and



          (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



     Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.



     Section 9.12 Confidentiality. The Administrative Agent, each Issuing Lender and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), provided that nothing
herein shall prevent the Administrative Agent or any Lender from disclosing any such information
(a) to the Administrative Agent, any other Lender or any affiliate thereof, (b) subject to an
agreement to comply with the provisions of this Section, to any actual or prospective transferee or
any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such
counterparty), (c) to its employees, directors, agents, attorneys, accountants and other
professional advisors or those of any of its affiliates, (d) upon the request or demand of any
Governmental Authority, (e) in response to any order of any court or other Governmental Authority
or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to
do so in connection with any litigation or similar proceeding, (g) that has been publicly
disclosed, (h) to the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) if
agreed by the Borrower in its sole discretion, to any other Person. For the purposes of this
Section, “Information” means all information received from the



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Borrower relating to the Borrower or its business, other than any such information that is
available to the Administrative Agent, any Issuing Lender, or any Lender on a non-confidential
basis prior to disclosure by the Borrower; provided that, in the case of information received from
the Borrower after the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each Lender acknowledges that information furnished to it pursuant to this Agreement or the
other Loan Documents may include material non-public information concerning the Borrower and its
Affiliates and their related parties or their respective securities, and confirms that it has
developed compliance procedures regarding the use of material non-public information and that it
will handle such material non-public information in accordance with those procedures and applicable
law, including Federal and state securities laws.



     All information, including requests for waivers and amendments, furnished by the Borrower or
the Administrative Agent pursuant to, or in the course of administering, this Agreement or the
other Loan Documents will be syndicate-level information, which may contain material non-public
information about the Borrower and its Affiliates and their related parties or their respective
securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that
it has identified in its Administrative Questionnaire a credit contact who may receive information
that may contain material non-public information in accordance with its compliance procedures and
applicable law, including Federal and state securities laws.



     Section 9.13 Replacement of Lenders. If any Lender (i) requests reimbursement for amounts
owing pursuant to Section 2.13 or 2.15, (ii) becomes a Defaulting Lender or (iii) does not consent
to any proposed amendment, supplement, modification, consent or waiver of any provision of this
Agreement or any other Loan Document that requires the consent of each of the Lenders or each of
the Lenders affected thereby (so long as the consent of the Majority Lenders (with the percentage
in such definition being deemed to be 75% for this purpose) has been obtained), then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions and consent requirements contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (x) the Borrower shall
have received the prior written consent of the Administrative Agent (and if a Commitment is being
assigned, each Issuing Lender), which consent shall not unreasonably be withheld, (y) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (z)
in the case of any such assignment resulting from a claim for compensation under Section 2.13 or
payments required to be made pursuant to Section 2.15, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any such assignment and



-86-









 







delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.



     Section 9.14 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary,
if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:



          (a) fees shall cease to accrue on the Available Commitment of such Defaulting Lender pursuant
to Section 2.04;



          (b) the Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be
included in determining whether all Lenders or the Majority Lenders have taken or may take any
action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02),
provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an
amendment, waiver or other modification requiring the consent of each Lender affected thereby;



          (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting
Lender then:




     (i) all or any part of the Swingline Exposure or LC Exposure of such Defaulting Lender
shall be reallocated among the non-Defaulting Lenders in accordance with their respective
Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’
Revolving Extensions of Credit plus such Defaulting Lender’s Swingline Exposure and LC
Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments;




     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within one Business Day following notice by the
Administrative Agent, (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of each Issuing Lender only the Borrower’s obligations
corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial
reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
ARTICLE II for so long as such LC Exposure are outstanding;




     (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees
to such Defaulting Lender pursuant to Section 2.04 with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure are cash collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause
(i) above, then the fees payable to the Lenders pursuant to Section 2.04 shall be adjusted
in accordance with such non-Defaulting Lenders’ Applicable Percentages; and




     (v) if all or any portion of such Defaulting Lender’s LC Exposure are neither
reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without
prejudice to any rights or remedies of any Issuing Lender or any other Lender hereunder,



-87-









 







all letter of credit fees payable under 2.04 with respect to such Defaulting Lender’s
LC Exposure shall be payable to each Issuing Lender until and to the extent that such LC
Exposure are reallocated and/or cash collateralized; and



          (d) so long as such Lender is a Defaulting Lender, no Swingline Lender shall be required to
fund any Swingline Loan and no Issuing Lender shall be required to issue, amend or increase any
Letter of Credit, in each case unless it is satisfied that the related exposure and the Defaulting
Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 9.14(c),
and participating interests in any newly made Swingline Loan or any newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 9.14(c)(i) (and such Defaulting Lender shall not participate therein).



     If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the
date hereof and for so long as such event shall continue or (ii) any Swingline Lender or Issuing
Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under
one or more other agreements in which such Lender commits to extend credit, such Swingline Lender
shall not be required to fund any Swingline Loan and such Issuing Lender shall not be required to
issue, amend or increase any Letter of Credit, unless such Swingline Lender or Issuing Lender shall
have entered into arrangements with the Borrower or such Lender, satisfactory to such Swingline
Lender or Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender
hereunder.



     In the event that the Administrative Agent, the Borrower, each Swingline Lender and each
Issuing Lender agrees that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall
be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the
Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans
in accordance with its Applicable Percentage.



     Section 9.15 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance with the USA Patriot
Act.



     Section 9.16 Acknowledgements. The Borrower hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;



          (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between Administrative Agent and



-88-









 







Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor; and



          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the
Lenders.



     Section 9.17 Releases of Guarantees and Liens.



          (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document,
the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by Section 9.02) to take any action
requested by the Borrower having the effect of releasing any Collateral or its Guarantee
Obligations under the Security Documents (i) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to in accordance with
Section 9.02 or (ii) under the circumstances described in Section 9.17(b).



          (b) At such time as the Loans, the Reimbursement Obligations and the other obligations under
the Loan Documents (other than obligations under or in respect of Specified Swap Agreements or
Specified Cash Management Agreements) shall have been paid in full, the Total Commitments have been
terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the
Liens created by the Security Documents, and the Security Documents and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent and each Loan Party
under the Security Documents shall terminate, all without delivery of any instrument or performance
of any act by any Person.



[SIGNATURES BEGIN ON NEXT PAGE]









-89-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	ANADARKO PETROLEUM CORPORATION

 	 
	 	By:  	/s/ Bruce W. Busmire
 	 
	 	 	Name:  	Bruce W. Busmire 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 
	 



[Signature Page – $5,000,000,000 Revolving Credit Agreement]

















 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]






 









 








	 	 	 	 	 
	 	Bank of America, N.A.,

as a Lender

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	 	Name:  	Ronald E. McKaig 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]






 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as a Lender

 	 
	 	By:  	/s/ Hussam S. Alsahlani
 	 
	 	 	Name:  	Hussam S. Alsahlani 	 
	 	 	Title:  	Senior Associate 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]






 









 








	 	 	 	 	 
	 	The Bank of Nova Scotia,

as a Lender

 	 
	 	By:  	/s/ John Frazell
 	 
	 	 	Name:  	John Frazell 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi UFJ, LTD.,

New York Branch

 	 
	 	By:  	/s/ Ravneet Mumick
 	 
	 	 	Name:  	Ravneet Mumick 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	Barclays Bank PLC,

as a Lender

 	 
	 	By:  	/s/ Ann E. Sutton
 	 
	 	 	Name:  	Ann Sutton 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	BNP Paribas,

as a Lender

 	 
	 	By:  	/s/ Russell Otts
 	 
	 	 	Name:  	Russell Otts 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                 /s/ Courtney Kubesch
 	 
	 	 	Name:  	Courtney Kubesch 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]








 









 








	 	 	 	 	 
	 	Citibank, N.A.,

as a Lender

 	 
	 	By:  	/s/ John Miller
 	 
	 	 	Name:  	John Miller 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	Credit Suisse AG, Cayman Islands Branch,

as a Lender

 	 
	 	By:  	/s/ Shaheen Malik
 	 
	 	 	Name:  	Shaheen Malik 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                   /s/ Vipul Dhadda
 	 
	 	 	Name:  	Vipul Dhadda 	 
	 	 	Title:  	Associate 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

 	 
	 	By:  	/s/ Philippe Sandmeier
 	 
	 	 	Name:  	Philippe Sandmeier 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Ming K. Chu
 	 
	 	 	Name:  	Ming K. Chu 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	DNB NOR BANK ASA,

as Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Nikolai A. Nachamkin
 	 
	 	 	Name:  	Nikolai A. Nachamkin 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	               /s/ Philip F. Kurpiewski
 	 
	 	 	Name:  	Philip F. Kurpiewski 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	Goldman Sachs Bank USA,

as a Lender

 	 
	 	By:  	/s/ Teri Streusand
 	 
	 	 	Name:  	Teri Streusand 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]








 









 








	 	 	 	 	 
	 	The Royal Bank of Scotland plc,

as a Lender

 	 
	 	By:  	/s/ David Slye
 	 
	 	 	Name:  	David Slye 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	Societe Generale,

as a Lender

 	 
	 	By:  	/s/ Stephen W. Warfel
 	 
	 	 	Name:  	Stephen W. Warfel 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	Standard Chartered Bank,

as a Lender

 	 
	 	By:  	/s/ Brendan Herley
 	 
	 	 	Name:  	Brendan Herley A2556 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	            /s/ Robert K. Reddington
 	 
	 	 	Name:  	Robert K. Reddington 	 
	 	 	Title:  	AVP/Credit Documentation
Credit Risk Control
Standard Chartered Bank N.Y. 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]







 









 








	 	 	 	 	 
	 	Wells Fargo Bank, N.A.,

as a Lender

 	 
	 	By:  	/s/ Christina Faith
 	 
	 	 	Name:  	Christina Faith 	 
	 	 	Title:  	Director 	 
	 



[Signature Page — $5,000,000,000 Revolving Credit Agreement]










 









 





EXHIBIT A




FORM OF NOTE




__________________, 201__




     For value received, Anadarko Petroleum Corporation, a corporation formed under the laws of the
State of Delaware (the “Borrower”), promises to pay to ________________ or its registered assigns
(the “Lender”) at the office of JPMorgan Chase Bank, N.A. specified in Section 2.12(a) of the
$5,000,000,000 Revolving Credit Agreement, dated as of September 2, 2010, among the Borrower, the
Lender, the several other banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and the Syndication Agents named therein (as may be amended, supplemented or modified from time to
time hereafter, the “Agreement;” terms defined in the Agreement shall have their defined meanings
when used in this Note), in lawful money of the United States of America the principal amount of
______* DOLLARS ($____*) or, if less than such principal amount, the aggregate unpaid principal
amount of all Loans made by the Lender to the undersigned pursuant to Section 2.01 of the
Agreement. Such principal shall be payable on the date or dates specified in Section 2.02 of, or
elsewhere in, the Agreement. The undersigned further agrees to pay interest at said office, in
like money, on the unpaid principal amount owing hereunder from time to time from the period
commencing on the date of such Loan until such Loan shall be paid in full at the rates specified in
Section 2.09(a) of the Agreement. Such interest shall be payable on the dates specified in Section
2.09(a) of the Agreement. The date, Type and amount of each Loan made by the Lender pursuant to
Section 2.01 of the Agreement, each continuation of all or a portion thereof to another Type and
the date and amount of each payment of principal with respect thereto shall be endorsed by the
holder of this Note on Schedule A annexed hereto, which holder may add additional pages to such
Schedule. No failure to make or error in making any such endorsement as authorized hereby shall
affect the validity of the obligations of the Borrower hereunder or the validity of any payment
hereof made by the Borrower.



     This Note is one of the Notes referred to in the Agreement and is entitled to the benefits
thereof and is subject to prepayment in whole or in part as provided therein.



     Upon the occurrence of any one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note may be declared to be immediately due and payable as
provided in the Agreement.



     THIS NOTE, THE RIGHTS AND OBLIGATIONS OF THE BORROWER UNDER THIS NOTE AND ANY CLAIM OR
CONTROVERSY ARISING OUT OF OR RELATED TO THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



	 	 	 	 	 
	 	ANADARKO PETROLEUM CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	*	 	Insert amount of Lender’s Commitment





Exhibit A

Form of Note








 









 








SCHEDULE A

LOANS AND REPAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount	 	 	Type of	 	 	Interest	 	 	Principal	 	 	Notation	 
	Date	 	of Loan	 	 	Loan	 	 	Rate	 	 	Repaid	 	 	Made by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit A

Form of Note




 









 








EXHIBIT C




FORM OF

COMPLIANCE CERTIFICATE




          This Compliance Certificate is delivered pursuant to Section 4.01(b) of the $5,000,000,000
Revolving Credit Agreement, dated as of September 2, 2010 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Anadarko Petroleum Corporation (the
“Borrower”), the Lenders party thereto, the Syndication Agents named therein and JPMorgan Chase
Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.




          1. I am the duly elected, qualified and acting [insert title of a Financial Officer of the
Borrower] of the Borrower.




          2. I have reviewed and am familiar with the contents of this Certificate.




          3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made, or
caused to be made under my supervision, a review in reasonable detail of the transactions and
condition of the Borrower during the accounting period covered by the financial statements attached
hereto as Attachment 1 (the “Financial Statements”). Such review did not disclose the
existence during or at the end of the accounting period covered by the Financial Statements, and I
have no knowledge of the existence, as of the date of this Certificate, of any condition or event
which constitutes a Default or Event of Default[, except as set forth below].




          4. Attached hereto as Attachment 2 are the computations showing compliance with the
covenants set forth in Section 5.01 of the Credit Agreement.




          IN WITNESS WHEREOF, I have executed this Certificate this _____ day of ____, 201_.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Exhibit C

Form of Compliance Certificate




 









 








Attachment 1

to Compliance Certificate




[Attach Financial Statements]




Exhibit C

Form of Compliance Certificate





 









 








Attachment 2

to Compliance Certificate





     The information described herein is as of ______ ___, 201__, and pertains to the period from
_________, ___, 20__ to ________________ ___, 201__.



[Set forth Covenant Calculations]




Exhibit C

Form of Compliance Certificate







 









 








EXHIBIT D




FORM OF

CLOSING CERTIFICATE




          Pursuant to Section 6.01(e) of the $5,000,000,000 Revolving Credit Agreement, dated as of
September 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the
Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”), the undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF
BORROWER/ GRANTOR / GUARANTOR] (the “Certifying Party”) hereby certifies as follows:



1. The representations and warranties of the Certifying Party set forth in each of the Loan
Documents in effect as of the Closing Date to which it is a party or which are contained in any
certificate furnished by or on behalf of the Certifying Party pursuant to any of the Loan Documents
in effect as of the Closing Date to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the date hereof, except
for representations and warranties expressly stated to relate to a specific earlier date, in which
case such representations and warranties were true and correct in all material respects as of such
earlier date.



2. ___________________ is the duly elected and qualified [Corporate Secretary] [Assistant
Secretary] of the Certifying Party and the signature set forth for such officer below is such
officer’s true and genuine signature.



3. No Default or Event of Default has occurred and is continuing as of the date hereof. [Borrower
only]



4. The conditions precedent set forth in Section 6.01 of the Credit Agreement were satisfied as of
the Closing Date. [Borrower only]




     The undersigned [Corporate Secretary] [Assistant Secretary] of the Certifying Party certifies
as follows:


5. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against the Certifying Party, nor has any other event occurred adversely affecting or threatening
the continued corporate existence of the Certifying Party.



6. The Certifying Party is a [corporation] duly [incorporated / formed], validly existing and in
good standing under the laws of the jurisdiction of its organization.



7. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the [Board
of Directors] of the Certifying Party on _________________; such resolutions have not in any way
been amended, modified, revoked or rescinded, have been in full force and effect since their
adoption to and including the date hereof and are now in full force and effect and are




Exhibit D

Form of Closing Certificate





 









 







the only resolutions of the Certifying Party now in force relating to or affecting the matters
referred to therein.



8. Attached hereto as Annex 2 is a true and complete copy of the [By-Laws] of the Certifying Party
as in effect on the date hereof.



9. Attached hereto as Annex 3 is a true and complete copy of the [Certificate of Incorporation] of
the Certifying Party as in effect on the date hereof.



10. The persons set forth in Annex 4 attached hereto are now duly elected and qualified officers of
the Certifying Party holding the offices indicated next to their respective names, and the
signatures appearing opposite their respective names are the true and genuine signatures of such
officers, and each of such officers is duly authorized to execute and deliver on behalf of the
Certifying Party each of the Loan Documents to which it is a party and any certificate or other
document to be delivered by the Certifying Party pursuant to the Loan Documents to which it is a
party.




Exhibit D

Form of Closing Certificate







 









 








     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	Title:   [Corporate Secretary] [Assistant Secretary]	 	 






Date: _______________, 2010




Exhibit D

Form of Closing Certificate





 









 








Annex 1 to

Closing Certificate




[Attach Resolutions]




Exhibit D

Form of Closing Certificate





 









 








Annex 2 to

Closing Certificate




[Attach [By-Laws]]




Exhibit D

Form of Closing Certificate







 









 








Annex 3 to

Closing Certificate




[Attach Certified Copy of [Certificate of Incorporation]]




Exhibit D

Form of Closing Certificate





 









 








Annex 4 to

Closing Certificate




Incumbency Certificate




	 	 	 	 	 
	Name	 	Office	 	Signature
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





Exhibit D

Form of Closing Certificate







 









 








EXHIBIT F




FORM OF

ASSIGNMENT AND ASSUMPTION




          Reference is made to the $5,000,000,000 Revolving Credit Agreement, dated as of September 2,
2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the Syndication
Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.




          The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on
Schedule l hereto (the “Assignee”) agree as follows:



1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the
Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Effective Date (as defined below), the interest described in
Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under
the Credit Agreement with respect to the credit facility set forth on Schedule 1 hereto, in a
principal amount as set forth on Schedule 1 hereto.



2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the Credit Agreement
or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the
interest being assigned by it hereunder and that such interest is free and clear of any such
adverse claim and (b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or
the performance or observance by the Borrower, any of its Affiliates or any other obligor of any of
their respective obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto.



3. The Assignee (a) represents and warrants that it is legally authorized to enter into this
Assignment and Assumption; (b) represents and warrants that it does not bear a relationship to the
Borrower as described in Section 108(e)(4) of the Code; (c) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements delivered pursuant to
Section 3.05 or 4.01 thereof, as the case may be, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption; (d) agrees that it will, independently and without reliance upon the Assignor, the
Agents or any Lender and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto
or thereto; (e) appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished




Exhibit F

Form of Assignment and Assumption





 









 







pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (f) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender including, if it is organized under the laws of a jurisdiction outside the United States,
its obligation pursuant to Section 2.15(f) of the Credit Agreement.



4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment
described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment
and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording
by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five
Business Days after the date of such acceptance and recording by the Administrative Agent).



5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective
Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.



6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a
Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof
and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish
its rights and be released from its obligations under the Credit Agreement.



7. This Assignment and Assumption shall be governed by and construed in accordance with the laws of
the State of New York.




          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be
executed as of the date first above written by their respective duly authorized officers on
Schedule 1 hereto.




Exhibit F

Form of Assignment and Assumption





 










 





Schedule 1

to Assignment and Assumption with respect to

the $5,000,000,000 Revolving Credit Agreement, dated as of September 2, 2010

(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),

among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the

Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in

such capacity, the “Administrative Agent”).




Name of Assignor: _______________________




Name of Assignee: _______________________




Effective Date of Assignment: _________________




	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 
	Credit Facility Assigned	 	Amount Assigned	 	 	Commitment Percentage Assigned	 
	 
	 	 	 	 	 	 	 	 
	Revolving Facility
	 	$	 	 	 	 	______.____________ 	%
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 	 

	[Name of Assignee]	 	[Name of Assignor]
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	Accepted for Recordation in the Register:	 	Required Consents (if needed):
	 
	 	 	 	 	 	 
	 	, as	ANADARKO PETROLEUM CORPORATION
	Administrative Agent	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	 	, as
	 	 	Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






Exhibit F

Form of Assignment and Assumption






 









 








	 	 	 	 	 
	 	
 
	, as
	 	

Issuing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit F

Form of Assignment and Assumption




 









 





EXHIBIT H




FORM OF BORROWING NOTICE




JPMorgan Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below

270 Park Avenue

New York, NY 10017




Attention: [          ]




[Date]




Dear Sirs:





     Reference is made to the $5,000,000,000 Revolving Credit Agreement, dated as of September 2,
2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the Syndication
Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same
meanings. The Borrower hereby requests a borrowing of Revolving Loans under the Credit Agreement,
and pursuant to Section 2.03 of the Credit Agreement the Borrower specifies the following
information with respect to the borrowing of Revolving Loans requested hereby:




	 	(A)	 	Principal amount of Revolving Loan1:____________________
	 
	 	(B)	 	Type of Revolving Loan2:_____________________
	 
	 	(C)	 	Borrowing Date (which is a Business Day):___________________
	 
	 	(D)	 	Interest Period3:_________________________
	 
	 	(E)	 	Location and number of Borrower’s account to which proceeds of
borrowings are to be disbursed:______________________







 




			
	1	 	Not less than $5,000,000 and an integral
multiple of $1,000,000 in excess thereof.
	 
	2	 	Eurodollar Loans or Alternate Base Rate
Loans.
	 
	3	 	Which must comply with the definition of
“Interest Period” and end not later than the Termination Date.





Exhibit H

Form of Borrowing Notice




 









 









	 	(F)	 	Determination whether the Revolving Loan or any portion thereof shall be
deemed to be a Non-Principal Property Secured Loan:





     The Borrower hereby certifies that the following calculations are true and correct in all
material respects.




	 	 	The following calculations are as of the fiscal quarter ended ___________.4





	 	 	 	 	 

	1. Total assets of the Borrower and its Restricted
Subsidiaries:
	 	$	 	 
	 
	 	 	 
	2. Less:
	 	 	 	 
	Current liabilities
	 	$	 	 
	 
	 	 	 
	Goodwill, trade names, trademarks, patents,
contract intangibles
	 	$	 	 
	 
	 	 	 
	Unamortized debt discount and expense and
other like intangibles
	 	$	 	 
	 
	 	 	 
	Total Consolidated Net Tangible Assets (“CNTA”)
	 	$	 	 
	 
	 	 	 
	3. [10% of CNTA] 5 (the Equal and Ratable Limit)
	 	$	 	 
	 
	 	 	 
	4. Money Borrowed Obligations as of the
Borrowing Date, without giving effect to the
Revolving Loans to be made pursuant to this
Borrowing Notice
	 	$	 	 
	 
	 	 	 
	5. (F)(3) minus (F)(4)
	 	$	 	 
	 
	 	 	 
	6. (F)(5) minus (A)
	 	$	 	 
	 
	 	 	 
	The following amount of the Revolving Loans to be made pursuant
to this Borrowing Notice shall be deemed to be a Non-Principal
Property Secured Loan:
	 	$	.	6
	 
	 	 	 







 




			
	4	 	Fiscal quarter must have ended not earlier
than 150 days prior to the requested Borrowing Date.
	 
	5	 	Or otherwise, the most restrictive test under
Borrower Indentures.
	 
	6	 	If (F)(5) is greater than 0 and F(6) is
greater than or equal to 0, then none of the Loans to be made pursuant to
this Borrowing Notice shall be deemed to be a Non-Principal Property
Secured Loan.
	 
	 	 	If (F)(5) is less than or equal to zero, then all of the Loans to be
made pursuant to this Borrowing Notice shall be deemed to be a
Non-Principal Property Secured Loan.
	 
	 	 	If (F)(5) is greater than 0 but (F)(6) is less than 0, then the
portion of the Loans to be made pursuant to this Borrowing Notice equal
to the absolute value of (F)(6) shall be deemed to be a Non-Principal
Property Secured Loan.





Exhibit H

Form of Borrowing Notice





 









 








	 	 	 	 	 
	 	Very truly yours,


ANADARKO PETROLEUM CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit H

Form of Borrowing Notice









 









 








EXHIBIT I-1




FORM OF

U.S. TAX CERTIFICATE




(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)




     Reference is hereby made to the $5,000,000,000 Revolving Credit Agreement, dated as of
September 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the
Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”).



     Pursuant to the provisions of Section 2.15(f) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not
a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code and (v) the interest payments in question are not effectively connected with the
undersigned’s conduct of a U.S. trade or business.



     The undersigned has furnished the Administrative Agent and the Borrower with a certificate of
its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at
all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	[NAME OF LENDER]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	
Date: ________ __, 201[  ] 



Exhibit I

Form of U.S. Tax Certificate




 









 





EXHIBIT I-2




FORM OF

U.S. TAX CERTIFICATE




(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)




     Reference is hereby made to the $5,000,000,000 Revolving Credit Agreement, dated as of
September 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the
Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”).



     Pursuant to the provisions of Section 2.15(f) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are
the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii)
with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned
nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of
the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and
(vi) the interest payments in question are not effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.



     The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the
Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the
Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	[NAME OF LENDER]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	
Date: ________ __, 201[  ] 



Exhibit I

Form of U.S. Tax Certificate





 









 



EXHIBIT I-3




FORM OF

U.S. TAX CERTIFICATE




(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)




     Reference is hereby made to the $5,000,000,000 Revolving Credit Agreement, dated as of
September 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the
Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”).



     Pursuant to the provisions of Section 2.15(f) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest
payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade
or business.



     The undersigned has furnished its participating Lender with a certificate of its non-U.S.
Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1)
if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.




	 	 	 	 	 
	[NAME OF PARTICIPANT]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	
Date: ________ __, 201[  ] 



Exhibit I

Form of U.S. Tax Certificate




 








 





EXHIBIT I-4




FORM OF

U.S. TAX CERTIFICATE




(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)



     Reference is hereby made to the $5,000,000,000 Revolving Credit Agreement, dated as of
September 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Anadarko Petroleum Corporation (the “Borrower”), the Lenders party thereto, the
Syndication Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”).



     Pursuant to the provisions of Section 2.15(f) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is
providing this certificate, (ii) its partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its
partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the
interest payments in question are not effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.



     The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an
IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	[NAME OF PARTICIPANT]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	
Date: ________ __, 201[  ] 



Exhibit I

Form of U.S. Tax Certificate