exv10w1



 





Exhibit 10.1




EXECUTION VERSION




      
 



$8.0 BILLION TERM LOAN AGREEMENT


Dated as of April 10, 2007


among


ANADARKO PETROLEUM CORPORATION,


as Borrower,


UBS AG, STAMFORD BRANCH,


as Administrative Agent,


CREDIT SUISSE, CAYMAN ISLANDS BRANCH


and


CITICORP NORTH AMERICA, INC.,


as Co-Syndication Agents


and


THE LENDERS SIGNATORY HERETO



			
	 	 	 
	UBS Securities LLC
	 	Credit Suisse Securities (USA) LLC






Citigroup Global Markets Inc.



Co-Advisors and Joint-Lead Arrangers




			
	 	 	 
	UBS Securities LLC
	 	Credit Suisse Securities (USA) LLC





Joint Bookrunning Managers




      
 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	1
	 
	 	 	 	 
	Section 1.01
	 	Defined Terms	 	1
	Section 1.02
	 	Use of Defined Terms	 	11
	Section 1.03
	 	Accounting Terms	 	11
	Section 1.04
	 	Interpretation	 	11
	 
	 	 	 	 
	ARTICLE II AMOUNT AND TERMS OF LOANS	 	11
	 
	 	 	 	 
	Section 2.01
	 	Loans	 	11
	Section 2.02
	 	Repayment of Loans; Evidence of Debt	 	11
	Section 2.03
	 	Procedure for Borrowings	 	12
	Section 2.04
	 	Reserved	 	13
	Section 2.05
	 	Reserved	 	13
	Section 2.06
	 	Termination of Commitments	 	13
	Section 2.07
	 	Optional Prepayments	 	13
	Section 2.08
	 	Mandatory Prepayments	 	13
	Section 2.09
	 	Reserved	 	14
	Section 2.10
	 	Interest	 	14
	Section 2.11
	 	Computation of Interest	 	16
	Section 2.12
	 	Funding of Loans	 	16
	Section 2.13
	 	Pro Rata Treatment and Payments	 	16
	Section 2.14
	 	Increased Cost of Loans	 	18
	Section 2.15
	 	Illegality	 	20
	Section 2.16
	 	Taxes	 	20
	Section 2.17
	 	Substitute Loan Basis	 	22
	Section 2.18
	 	Certain Prepayments or Continuations	 	22
	Section 2.19
	 	Certain Notices	 	22
	Section 2.20
	 	Reserved	 	22
	Section 2.21
	 	Minimum Amounts of Eurodollar Loans	 	22
	Section 2.22
	 	Break Funding Payments	 	22
	Section 2.23
	 	Break Funding Under Existing Term Loan Agreement	 	23
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	23
	 
	 	 	 	 
	Section 3.01
	 	Representations of the Borrower	 	23
	 
	 	 	 	 
	ARTICLE IV AFFIRMATIVE COVENANTS	 	25
	 
	 	 	 	 
	Section 4.01
	 	Financial Statements and Other Information	 	25
	Section 4.02
	 	Notices of Material Events	 	26






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	 	 	 	 	Page
	Section 4.03
	 	Compliance with Laws	 	27
	Section 4.04
	 	Use of Proceeds	 	27
	Section 4.05
	 	Compliance with Indenture	 	27
	Section 4.06
	 	Insurance	 	27
	 
	 	 	 	 
	ARTICLE V NEGATIVE COVENANTS	 	27
	 
	 	 	 	 
	Section 5.01
	 	Limitation on Certain Secured Indebtedness	 	27
	Section 5.02
	 	Limitations on Sales and Leasebacks	 	28
	Section 5.03
	 	Fundamental Changes	 	28
	 
	 	 	 	 
	ARTICLE VI CONDITIONS OF LENDING	 	29
	 
	 	 	 	 
	Section 6.01
	 	Conditions Precedent to this Agreement	 	29
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT	 	31
	 
	 	 	 	 
	Section 7.01
	 	Events of Default	 	31
	 
	 	 	 	 
	ARTICLE VIII THE AGENTS	 	33
	 
	 	 	 	 
	Section 8.01
	 	Powers	 	33
	Section 8.02
	 	Exculpatory Provisions	 	33
	Section 8.03
	 	Right to Indemnity	 	33
	Section 8.04
	 	Delegation of Duties	 	34
	Section 8.05
	 	Reliance by Administrative Agent	 	34
	Section 8.06
	 	Rights as a Lender	 	34
	Section 8.07
	 	Non-Reliance on Agents or other Lenders	 	34
	Section 8.08
	 	Events of Default	 	35
	Section 8.09
	 	Successor Administrative Agent	 	35
	Section 8.10
	 	Co-Advisors; Joint-Lead Arrangers and Co-Syndication Agents	 	35
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS	 	35
	 
	 	 	 	 
	Section 9.01
	 	Notices	 	35
	Section 9.02
	 	Waivers; Amendments	 	36
	Section 9.03
	 	Expenses; Indemnity; Damage Waiver	 	37
	Section 9.04
	 	Successors and Assigns	 	38
	Section 9.05
	 	Survival	 	40
	Section 9.06
	 	Counterparts; Integration; Effectiveness	 	41
	Section 9.07
	 	Severability	 	41
	Section 9.08
	 	Right of Setoff	 	41
	Section 9.09
	 	Governing Law; Jurisdiction; Consent to Service of Process	 	42
	Section 9.10
	 	WAIVER OF JURY TRIAL	 	42
	Section 9.11
	 	Headings	 	42
	Section 9.12
	 	Confidentiality	 	43
	Section 9.13
	 	Termination and Substitution of Lender	 	43
	Section 9.14
	 	USA Patriot Act Notice	 	44






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Schedules and Exhibits:




Annex I (List of Commitments)

Schedule I (Pricing Schedule)

Schedule II (Significant Subsidiaries)

Exhibit A (Form of Note)

Exhibit B (Assignment and Assumption)




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     This Term Loan Agreement is made as of April 10, 2007 (the “Effective Date”), by and among
ANADARKO PETROLEUM CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Borrower”), UBS AG, STAMFORD BRANCH (“UBS”) as Administrative Agent (herein, together with
its successors in such capacity, the “Administrative Agent”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH
(“Credit Suisse”) and CITICORP NORTH AMERICA, INC. (“Citibank”), as co-syndication agents (herein,
the “Co-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:




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



     “Affected Loans” — as defined in Section 2.18.



     “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.



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



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



     “Alternate Base Rate” — the greater of (i) the sum of the Federal Funds Effective Rate from
time to time, plus one half percent (0.5%) and (ii) the prime commercial lending rate of UBS as
published from time to time by UBS. The Alternate Base Rate is not intended to be the lowest rate
of interest charged by UBS in connection with extensions of credit to debtors.



     “Alternate Base Rate Loans” — any Loan hereunder at all times when it bears interest at a rate
based upon the Alternate Base Rate.



     “Applicable Percentage” — with respect to any Lender, the percentage of the total Commitments
represented by such Lender’s Commitment. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the percentage of the outstanding principal
balance of the Loans of all Lenders represented by such Lender’s Loans.



     “Asset Sale” — any Disposition of property or series of related Dispositions of property
that yields Net Cash Proceeds to the Borrower or any of its Subsidiaries in excess of



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$2,000,000,000 and not voluntarily applied toward the prepayment of Loans pursuant to Section 2.07;
provided that if, at any time the Net Cash Proceeds of all Dispositions not otherwise voluntarily
applied toward the prepayment of the Loans shall aggregate more than $2,000,000,000 then all such
Dispositions shall constitute “Asset Sales”; provided further that “Asset Sale” shall not include:
(a) the Disposition of obsolete or worn out equipment in the ordinary course of business; (b) the
Disposition of inventory in the ordinary course of business; (c) any Disposition by the Borrower or
a Subsidiary of the Borrower of any or all of its assets to the Borrower or any wholly-owned
Subsidiary of the Borrower (upon voluntary liquidation or otherwise); and (d) any Disposition of
Capital Stock of a Subsidiary of the Borrower to the Borrower or to any wholly-owned Subsidiary.



     “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 B 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.



     “Audited Financial Statements” — as defined in Section 6.01(d).



     “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.



     “Borrowing Request” — a request by the Borrower for the borrowing of the Loans on the
Effective Date in accordance with 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 Stock” — any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership interests



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in a
Person (other than a corporation) and any and all warrants, rights or options to purchase any of
the foregoing.



     “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 under the Exchange Act as
promulgated by 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 (12) 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 12
months prior to such date.



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



     “Commission” — the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, 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” — with respect to each Lender, the commitment of such Lender to make Loans, as
such commitment may be reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on
Annex I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable.



     “Control” — the possession, directly or indirectly, of the power 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.



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



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



     “Defaulting Lender” — any Lender that shall (a) fail to make a Loan required to be made by it
hereunder or (b) state in writing that it will not make, or that it has disaffirmed or repudiated
its obligation to make, any Loan required to be made by it hereunder.



     “DGCL” — the General Corporation Law of the State of Delaware as in effect on the Effective
Date.



     “Disposition” — with respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof that yields Net Cash Proceeds in excess of
$5,000,000. The pledge of or granting of a security interest in particular property will
not constitute a Disposition of such property until such time, if any, as such pledge or
security



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interest is realized upon. The terms “Dispose” and “Disposed of” shall have correlative
meanings.



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



     “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.



     “Effective Date” — as defined in the preamble.



     “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
the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code.



     “ERISA Event” — (a) any “reportable event,” as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived,
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the
Pension Benefit Guaranty Corporation or a plan administrator of any notice relating to an intention
to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence
by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Multiemployer Plan, or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of withdrawal liability under Section 4202 of
ERISA, or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.



     “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” — any Loan hereunder at all times when it bears interest at a rate based
upon the Eurodollar Rate.



     “Eurodollar Margin” — a rate per annum determined in accordance with the Pricing Schedule.



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     “Eurodollar Rate” for any Interest Period with respect to a Eurodollar Loan, the rate reported
by Bloomberg L.P. in its index of rates (or any successor to or substitute for such index,
providing rate quotations comparable to those currently provided on such page of such index, as
determined by the Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate
for Dollar deposits with a maturity comparable to such Interest Period. In the event that such
rate is not available at such time for any reason, then the “Eurodollar Rate” with respect to such
Eurodollar Loan for such Interest Period shall be the rate at which Dollar deposits of $5,000,000
and for a maturity comparable to such Interest Period are offered by the principal London office of
the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period.



     “Event of Default” — any of the events of default set forth in Article VII.



     “Excepted Indebtedness” – (a) commercial paper sold or issued by the Borrower or any
Subsidiary of the Borrower, draws by the Borrower or any Subsidiary of the Borrower under
uncommitted lines of credit (to finance general corporate purposes in the ordinary course of
business) and Indebtedness under the Revolving Credit Agreement; provided that the aggregate amount
of all Indebtedness under this clause (a) shall not exceed Two Billion Dollars ($2,000,000,000),
(b) Indebtedness incurred to refinance Indebtedness with a scheduled maturity that occurs after the
Effective Date but prior to the Maturity Date (“Maturing Indebtedness”); provided that,
Indebtedness incurred up to 180 days after the scheduled maturity of Maturing Indebtedness shall be
deemed to be Indebtedness incurred to finance such Maturing Indebtedness to the extent that such
Maturing Indebtedness was paid with cash on hand, (c) any obligations existing as of the Effective
Date in respect of the sale of net profits interests or other rights in respect of production
proceeds from oil and gas properties and any further such obligations arising after the Effective
Date resulting in additional Indebtedness under this clause (c) in an aggregate amount not to
exceed $500,000,000, and (d) any Indebtedness of (i) the Borrower to any Subsidiary or (ii) any
Subsidiary to the Borrower or any other Subsidiary.



     “Excess Commitment” — as defined in Section 9.13.



     “Exchange Act” — the Securities Exchange Act of 1934, as amended.



     “Excluded Taxes” — with respect to the Administrative Agent, any Lender or any other recipient
of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income
or franchise taxes imposed on (or measured by) its net income by the United States 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 or any similar tax imposed by any other
jurisdiction in which the Borrower is located, and (c) in the case of a Foreign Lender, any
withholding tax that is imposed in respect of amounts payable by the
Borrower in respect of the Commitment or Loans of such Foreign Lender by the United States of
America or by any other jurisdiction in which such Lender is organized, has its principal office or
its applicable lending office on amounts payable to such Foreign Lender at the time such Foreign



5









 







Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender’s failure to comply with Section 2.16(e) except to the extent that such
Foreign
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
tax pursuant to Section 2.16(e).



     “Existing Term Loan Agreement” — means that certain $24.0 Billion 364-Day Term Loan Agreement
dated as of August 10, 2006 among the Borrower, the Administrative Agent and each of the lenders
that is a signatory thereto.



     “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 US Federal funds transactions with
members of the US 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 such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Foreign Lender” — any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is located. For purposes of this definition, the United States of
America, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.



     “GAAP” — generally accepted accounting principles in the United States of America, as in
effect from time to time.



     “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.



     “Indebtedness” — any indebtedness which (a) is for money borrowed, (b) represents the deferred
purchase price of property or assets purchased, except trade accounts payable in the ordinary
course of business, (c) is in respect of a capitalized lease, an advance payment or production
payment (other than in respect of advance payments or production payments received in the ordinary
course of business for hydrocarbons which must be delivered within 18 months after the date of such
payment) or (d) is in respect of a guarantee of any of the foregoing obligations of another Person.



     “Indemnitee” — has the meaning specified in Section 9.03(b).



     “Indemnified Taxes” — Taxes other than Excluded Taxes.



     “Index Debt” — as defined in the Pricing Schedule.



     “Information” — as defined in Section 9.12.



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     “Interest Election Request” — as defined in Section 2.10(c).



     “Interest Payment Date” — (a) as to any Alternate Base Rate Loan, the end of any calendar
quarter with respect thereto and the Maturity Date and (b) as to any Eurodollar Loan, the last day
of the Interest Period with respect thereto, and, for Interest Periods longer than 3 months, each
date which is 3 months, or a whole multiple thereof, from the first day of such Interest Period.



     “Interest Period” — with respect to any Eurodollar Loan (i) initially, the period commencing
on the Effective Date, and ending 1, 2, 3, 6 or, to the extent funds are available, as determined
by the Administrative Agent, 9 months thereafter, as selected by the Borrower in its Borrowing
Request, as the case may be, given with respect thereto, and (ii) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan
and ending 1, 2, 3, 6 or, to the extent funds are available, as determined by the Administrative
Agent, 9 months thereafter, as selected by the Borrower by irrevocable notice to the Administrative
Agent not less than two Business Days prior to the last day of the then current Interest Period
with respect thereto; provided, that (A) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, and (B) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period.



     “Lender” — as defined in the preamble hereof.



     “Loan” —a loan made by a Lender to the Borrower pursuant to this Agreement.



     “Loan Document(s)” — this Agreement, any Notes and each and every other agreement executed in
connection with this Agreement.



     “Majority Lenders” — at any time, Lenders holding greater than 50% of the then aggregate
outstanding principal amount of the Loans or, if no Loans are then outstanding, the Lenders having
greater than 50% of the Commitments.



     “Material Adverse Change” — any change occurring since December 31, 2006, in the consolidated
financial position or results of operations of the Borrower and the Subsidiaries taken as a whole
that has had or could reasonably be expected to have the effect of preventing the Borrower from
carrying on its business or from meeting its current and anticipated obligations on a timely basis;
provided, however, that any event, condition, change, occurrence or development of a state of
circumstances which (a) adversely affects the oil and gas exploration and development or gas
processing and transportation or hydrocarbon marketing industries generally, including changes in
commodity prices or markets, general market prices
and legal or regulatory changes (and in each case does not disproportionately affect Anadarko
and its subsidiaries considered as a single enterprise as



7









 







compared to similarly situated persons),
(b) arises out of general economic or industry conditions (and in each case does not
disproportionately affect Anadarko and its subsidiaries considered as a single enterprise as
compared to similarly situated persons), or (c) arises out of any change in generally accepted
accounting principles (which does not disproportionately affect Anadarko and its subsidiaries
considered as a single enterprise as compared to similarly situated persons) shall not be
considered in determining whether a Material Adverse Change has occurred.



     “Maturity Date” — March 31, 2008.



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



     “Multiemployer Plan” — a Plan which is a multiemployer plan as defined in section 3(37) or
4001 (a)(3) of ERISA.



     “Net Cash Proceeds” — (a) in connection with any issuance, sale, private placement or
incurrence of any Indebtedness or any Capital Stock of the Borrower or any of its Subsidiaries (to
the extent such issuance of Capital Stock of a Subsidiary does not constitute an Asset Sale), the
cash proceeds of such issuance, sale, private placement or incurrence net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions
and brokerage, consultant and other fees and charges actually incurred in connection with such
issuance, sale, private placement or incurrence; and (b) in connection with any Asset Sale or
Recovery Event, the cash proceeds thereof (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), net of the sum of (i) 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
and other fees and charges actually incurred in connection therewith, and (ii) estimated taxes
payable by the Borrower and/or the relevant Subsidiary in connection with such Asset Sale or
Recovery Event or any other Asset Sale or Recovery Event after the Effective Date so long as the
aggregate amount of estimated taxes at any time deducted in determining Net Cash Proceeds shall not
exceed the estimated taxes attributable to all Asset Sales and Recovery Events after the Effective
Date; provided, however, that, in the case of a Recovery Event under clause (b), if (x) the
Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent at the
time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive
assets of a kind then used or usable in the business of the Borrower and its Subsidiaries within
180 days of receipt of such proceeds and (y) no Default or Event of Default shall have occurred and
be continuing at the time of such certificate or at the proposed time of the application of such
proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at
the end of such 180 day period, at which time such proceeds shall be deemed to be Net Cash
Proceeds; provided further that if on or prior to the end of such 180 day period (x) the Borrower
shall deliver a certificate of a Responsible Officer to the Administrative Agent setting forth that
the Borrower has entered into a binding commitment with a non-Affiliate to reinvest such Net Cash
Proceeds in productive assets of a kind then used or usable in the business of the Borrower and its
Subsidiaries within an additional 180 days and (y) no Default or Event of Default shall have
occurred and be continuing at the time of such
certificate or at the proposed time of the application of such proceeds, such proceeds shall
not constitute Net Cash Proceeds except to the extent not so used at the end of such additional 180
day period, at which time such proceeds shall be deemed to be Net Cash Proceeds.



8









 





     “Note” — any promissory note of the Borrower payable to the order of a Lender in substantially
the form attached hereto as Exhibit A.



     “Notice of Default” — as defined in Section 8.08.



     “Other Taxes” — any and all present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this Agreement, other than
income, franchise and similar taxes and Excluded Taxes.



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



     “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 or a Subsidiary or an ERISA Affiliate.



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



     “Pricing Schedule” — the schedule attached hereto as Schedule I and identified as
such.



     “Principal Property” — as defined in the Public Indenture.



     “Projections” — The annual forecasts and projections of the Borrower and its Subsidiaries on a
consolidated basis through 2009 provided by the Borrower to S&P, Moody’s and the Agents on behalf
of the Lenders in connection with the Loans.



     “Publicly Available Information” — the Borrower’s publicly available information as filed with
the United States Securities & Exchange Commission.



     “Public Indenture” — the Indenture, dated as of September 19, 2006, between the Borrower and
The Bank of New York Trust Company, N.A., as Trustee.



     “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 the Borrower or any of its
Subsidiaries which yields Net Cash Proceeds in excess of $100,000,000.



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



     “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.



9









 





     “Responsible Officer” — the chief executive officer, president or chief financial officer of
the Borrower, but in any event, with respect to financial matters, the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.



     “Revolving Credit Agreement” – that certain US$750,000,000 Revolving Credit Agreement dated as
of September 1, 2004, among the Borrower, as US borrower and guarantor, Anadarko Canada
Corporation, as Canadian borrower, the agents named therein and the lenders party thereto, as in
effect from time to time. For the sake of clarity, the Revolving Credit Agreement may be replaced,
modified or amended from time to time and the amount of such facility may be increased within the
$2,000,000,000 limit in the definition of Excepted Indebtedness, in each case without the consent
of all or any portion of the Agents and the Lenders.



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



     “Significant Subsidiary” — any Subsidiary of the Borrower that would constitute a “significant
subsidiary” (as defined in Regulation S-X of the Commission under the Exchange Act). As of the
Effective Date, the Significant Subsidiaries are as set forth on Schedule II. The
Significant Subsidiaries shall change from time to time to reflect the then “significant
subsidiaries” (as defined in such Regulation S-X) at such time.



     “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
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.



     “Taxes” — any and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings and interest or penalties in respect thereof imposed by any Governmental Authority.



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



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



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



10









 





     “USA Patriot Act ” — as defined in Section 9.14.



     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. All accounting terms not specifically defined herein shall be construed in each
case in accordance with GAAP as in effect from time to time.



     Section 1.04 Interpretation. The word “including” (and with correlative meaning “include”) means including,
without limitation, the generality of any description preceding such term.



ARTICLE II

AMOUNT AND TERMS OF LOANS




     Section  2.01 Loans.



          (a) Subject to the terms and conditions of this Agreement, on the Effective Date, each Lender
severally agrees to make a Loan to the Borrower in an amount not to exceed its Commitment. The
Commitments are not revolving; and amounts repaid may not be reborrowed.




          (b) The failure of any Lender to make its Loan shall not relieve any other Lender of its
obligation hereunder, provided that the Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender’s failure to make any Loan as required.




          (c) Subject to Section 2.17, the Loans may be (i) Eurodollar Loans or (ii) Alternate Base Rate
Loans 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 2.14.




     Section 2.02 Repayment of Loans; Evidence of Debt.



          (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal and accrued interest amount of each Loan on the
Maturity Date, or 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.




11









 








          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type 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 paragraphs (b) and (c) of this
Section 2.02 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 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 to the Borrower be evidenced by a promissory
note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender in substantially the form attached hereto as Exhibit
A. Thereafter, the Loans evidenced by such Note and interest thereon shall, at all times
(including after assignment pursuant to Section 9.04), be represented by one or more Notes in such
form payable to the order of the payee named therein.




          (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 unpaid principal amount of the Loans made to the Borrower with interest thereon as
provided in Section 2.10 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 Borrowings. Not later than 11:00 a.m., Houston, Texas time, three Business Days
prior to the Effective Date, the Borrower shall deliver to the Administrative Agent a borrowing
request (a “Borrowing Request”), signed by the Borrower. The Borrowing Request shall specify the
following information:



               (i) the aggregate amount of the requested Loans to be made on the Effective Date;



               (ii) the Effective Date for such Loans, which shall be a Business Day;



               (iii) whether any portion of such Loans is to be an Alternate Base Rate Loan or a Eurodollar
Loan;



               (iv) in the case of a Eurodollar Loan, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period”; and



12









 





               (v) the location and number of the Borrower’s account to which funds are to be disbursed.



     If no election as to the Type or Interest Period is made, then the Borrower shall be deemed to
have selected a Eurodollar Loan with an Interest Period having one month’s duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made
in connection therewith.



     The Administrative Agent shall notify each Lender of the amount of the Loans to be made on the
Effective Date no later than 1:00 p.m., Houston, Texas time on the date of receipt of the Borrowing
Request.



     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 2.12. The proceeds
of the Loans will be made available to the Borrower by the Administrative Agent in accordance with
Section 2.12.



     Section 2.04 Reserved.



     Section 2.05 Reserved.



     Section 2.06 Termination of Commitments. The Commitments shall terminate at 3:00 p.m. New York time on the
Effective Date.



     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 at least two (2) Business
Days’ prior notice to the Administrative Agent, specifying the date and amount of prepayment.
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 2.22. The Loans shall also be subject to prepayment as
provided in 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 $10,000,000 or any whole multiple of $5,000,000 in excess thereof. All
prepayments of Loans pursuant to this Section 2.07 shall be without the payment by the Borrower of
any premium or penalty except for amounts payable pursuant to Section 2.22.




     Section 2.08 Mandatory Prepayments.



          (a) If the Borrower or any of its Subsidiaries shall issue or sell any Capital Stock (other
than Capital Stock issued to (i) directors, officers or employees pursuant to a stock-option or
compensation plan or (ii) the Borrower or a Subsidiary of the Borrower) or issue, sell or incur any
Indebtedness (other than Excepted Indebtedness), then no later than the earlier of (x) the next
Interest Payment Date and (y) 30 days after the issuance or sale of such Capital Stock or the
issuance, sale or incurrence of such Indebtedness, an amount equal to 100% of the Net Cash Proceeds
therefrom shall be applied toward the prepayment of the Loans.




          (b) If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset
Sale or Recovery Event, then as soon as practicable and in any event no later than the earlier of
(x)


13









 







          the next Interest Payment Date and (y) 30 days after the receipt by the Borrower or the
relevant Subsidiary of the Net Cash Proceeds from such Asset Sale or Recovery Event, such amount
shall be applied toward the prepayment of the Loans.




          (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. Each prepayment of the Loans under
Section 2.08 (except in the case of Alternate Base Rate Loans) shall be accompanied by accrued
interest to the date of such prepayment and any amounts payable pursuant to Section 2.22 on the
amount prepaid.




          (d) All prepayments of Loans pursuant to this Section 2.08 shall be without the payment by the
Borrower of any premium or penalty except for amounts payable pursuant to Section 2.22.




     Section 2.09 Reserved.




     Section 2.10 Interest.



          (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with
respect thereto on the unpaid principal amount thereof at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Eurodollar Margin for such day. Each
Alternate Base Rate Loan shall bear interest on the unpaid principal amount thereof at a
fluctuating rate per annum equal to the Alternate Base Rate. Any overdue principal of any Loan
shall, without limiting the rights of any Lender under Article VII, bear interest at a rate per
annum which is two percent (2%) above the rate which would otherwise be applicable to such Loan
pursuant to whichever of the two preceding sentences shall apply until paid in full (as well after
as before judgment). Overdue interest and other amounts payable hereunder (other than in respect
of principal) shall bear interest at a fluctuating rate per annum which is two percent (2%) above
the rate which would be applicable to Alternate Base Rate Loans. Interest shall be payable in
arrears on each Interest Payment Date; provided, however, that interest payable on overdue
principal shall be payable on demand.




          (b) Each Loan initially shall be of the Type specified in the Borrowing Request and, in the
case of a Eurodollar Loan, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the Borrower may elect to convert such Loan to a different Type or to
continue such Loan for an additional Interest Period (and elect Interest Periods therefor), all as
provided in this Section 2.10. The Borrower may elect different options with respect to different
portions of the affected Loan or Loans, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans, and the Loans comprising each such portion shall then and
thereafter be considered a separate Loan.

14









 









          (c) To make an election pursuant to this Section, the Borrower shall notify the Administrative
Agent of such election (the “Interest Election Request”) by telephone by no later than 2:00 p.m.
New York City time (i) in the case of a Eurodollar Loan being continued or converted, on the third
(3rd) Business Day prior to the first day of the proposed Interest Period and (ii) in the case of
an Alternate Base Rate Loan, on the Business Day of such proposed continuation or conversion. Each
such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.




          (d) Each telephonic and written Interest Election Request shall identify the Borrower and
specify the following information in compliance with Section 2.03:





               (i) the Loan to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to
each resulting Loan (in which case the information to be specified pursuant to clauses (iii) and
(iv) below shall be specified for each resulting Loan);




               (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day;




               (iii) whether the resulting Loan is to be an Alternate Base Rate Loan or a Eurodollar Loan;
and




               (iv) if the resulting Loan is a Eurodollar Loan, whether such Loan is to be comprised of
Eurodollar Loans, and the Interest Period to be applicable thereto after giving
effect to such election, which shall be a period contemplated by the definition of the term
“Interest Period”.



          (e) If any such Interest Election Request requests a Eurodollar Loan but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




          (f) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s obligation with respect to each
resulting Loan.




          (g) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Loan prior to the end of the Interest Period applicable thereto, then, unless such Loan
is repaid as provided herein, at the end of such Interest Period such Loan shall be continued as a
Eurodollar Loan with an Interest Period having one month’s duration. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as such
Event of Default is continuing (i) no outstanding Loan may be continued as a Eurodollar Loan, and
(ii) unless repaid, each Eurodollar Loan shall be continued as an Alternate Base Rate Loan at the
end of the Interest Period applicable thereto.

15









 









     Section 2.11 Computation of Interest.



          (a) Interest on Alternate Base Rate Loans 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. 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 effective date and the amount
of each such change in the Alternative Base Rate.




          (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 or fee pursuant to Section 2.11(a).




     Section 2.12 Funding of Loans.



          (a) Each Lender shall make the Loan to be made by it hereunder by wire transfer of immediately
available funds by 11:30 a.m., New York City time, on the Effective Date to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders. 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
Borrowing Request.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
Effective Date that such Lender will not make available to the Administrative Agent its Loan to be
made in connection therewith, the Administrative Agent may assume that such Lender has made such
Loan available on such date in accordance with Section 2.12(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 Loan in connection therewith, 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 the proceeds
of such Lender’s Loan available to the Borrower 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.




     Section 2.13 Pro Rata Treatment and Payments.



          (a) Each Loan and each payment (including each prepayment) by the Borrower on account of the
principal of and interest on the Loans and any reduction of the Commitments of the Lenders shall be
made pro rata according to each Lender’s Applicable Percentage, 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 2.14, Section
2.15, Section 2.16, Section 2.22, Section 9.03 or


16









 







          Section 9.13 shall be made for the account of
such Lender, 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 Applicable Percentage of such non-defaulting Lenders,
until the principal of and interest on the Loans of such non-defaulting Lenders shall have been
paid in full and, second for the account of such Defaulting Lender, provided that the failure to so
pay such Defaulting Lenders 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 2.10(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 whether on account of principal,
interest fees or otherwise shall be made in Dollars and in immediately available funds without
setoff or counterclaim at or before 12:00 noon, New York City time on the day when due and shall be
made to the Administrative Agent on behalf of the Lenders to the account of the Administrative
Agent as notified to the Borrower from time to time at least five (5) Business Days before any
change in such account. On the date of this Agreement, the account for payments of the
Administrative Agent is 860050-524. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received.




          (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. If any payment on a Eurodollar Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the
result of such extension would be to extend such payment into another calendar month in which event
such payment shall be made on the immediately preceding Business Day. In the case of any extension
of any payment of principal pursuant to the two preceding sentences, interest thereon shall be
payable at the then applicable rate during such extension.




          (c) Except as provided in Section 2.14, Section 2.15, Section 2.16, Section 2.22, Section
9.03, Section 9.13, and this Section 2.13, 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 resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of a Loan made by such Lender and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Loans 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; 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 Loan made by such Lender to any assignee or participant, other than
to the Borrower or any Subsidiary or Affiliate thereof (as


17









 







          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 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 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 the amount due. In such event, if the Borrower has not in fact made such payment,
 then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such 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
2.12(b) or Section 2.13(d), 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 to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully paid.



     Section 2.14 Increased Cost of Loans.



          (a) If 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 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, which:





               (i) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, or deposits or other liabilities in or for the
account of, advances or loans by, or other credit extended 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




               (ii) does or shall impose on such Lender or the London interbank market any other condition
affecting this Agreement, any Note or the Eurodollar Loans;


and the result of any of the foregoing is to increase the cost to such Lender of making, converting
into, continuing or maintaining any Eurodollar Loan or to reduce any amount received or receivable
by such Lender hereunder or under any Note (whether of principal, interest, or otherwise), then, in
any such case, the Borrower shall pay such Lender, upon written demand being made to the Borrower
by such Lender, such additional amount or amounts which will compensate such Lender for such
amounts as such Lender reasonably deems to be material with


18









 








respect to this Agreement, the Notes or
the Loans hereunder, 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 decision to designate a
new Eurodollar Lending Office or Domestic Lending Office or refusal to change to another Eurodollar
Lending Office or Domestic Lending Office as provided below, the Borrower shall have no obligation
under this Section 2.14 to compensate such Lender for such amount. Each Lender shall also give
written notice to the Borrower and the Administrative Agent of any event occurring after the date
of this Agreement which would entitle such Lender to compensation pursuant to this Section 2.14 as
promptly as practicable after it obtains knowledge thereof and, upon the request of the Borrower,
such Lender will designate a different Eurodollar Lending Office or a Domestic Lending Office if
such designation will avoid the need for, or reduce the amount of, such compensation and will not,
in the sole opinion of such Lender, be disadvantageous to such Lender. Notwithstanding the
foregoing, in the event that any Lender shall demand payment pursuant to this Section 2.14, the
Borrower may, upon at least two (2) Business Days’ notice to the Administrative Agent and such
Lender, convert in whole (but not in part) the Eurodollar Loans of such Lender into Alternate Base
Rate Loans, in the case of Eurodollar Loans made to the Borrower, without regard to the
requirements of Section 2.10.




          (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 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 capital,
or on the capital of such Lender’s holding company, if any, as a consequence of its obligations
hereunder to a level below that which such Lender, or such Lender’s holding company, could have
achieved but for such adoption, change or compliance (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company 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 for such reduction from and after such date the Borrower receives the
request; provided, however, that the foregoing shall not apply to any capital adequacy requirement
imposed solely by reason of any business combination 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 (describing in reasonable detail the basis for such demand), as the
case may be, as specified in paragraph (a) or (b) of this Section 2.14 shall be delivered to the
Borrower (with a copy to the Administrative Agent) together with any demand pursuant to such
paragraphs 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 to demand compensation pursuant to this Section
2.14 shall not constitute a waiver of such Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender pursuant

19









 








to this Section 2.14 for
any increased costs or reductions incurred more than 270 days prior to the date that such Lender
notifies the Borrower of the change in law giving rise to such increased costs or reductions and of
such Lender’s intention to claim compensation therefor; provided further that, if the change in law
giving rise to such increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof.




     Section 2.15 Illegality. Notwithstanding anything herein contained, if any Lender shall make a good faith
determination that a change in any applicable law or regulation after the date of this Agreement or
in the interpretation thereof after the date of this Agreement by any authority charged with the
administration thereof shall make it unlawful for such Lender to give effect to its obligations to
make, convert, continue or maintain its Eurodollar Loans under this Agreement, the obligation of
such Lender to make, convert, continue or maintain Eurodollar Loans hereunder shall be suspended
for the duration of such illegality. Such Lender, by written notice to the Administrative Agent
and to the Borrower, shall declare that such Lender’s obligation to make, convert, continue and/or
maintain Eurodollar Loans shall be suspended, and the Borrower, on the
last day of the then current Interest Period applicable to such Eurodollar Loans or portion thereof
or, if such Lender so requests, on such earlier date as may be required by relevant law, shall
convert such Eurodollar Loans or portion thereof into Alternate Base Rate Loans without regard to
the requirements of Section 2.10. If and when such illegality ceases to exist, such suspension
shall cease and such Lender shall notify the Borrower and the Administrative Agent and any Loans
previously converted from Eurodollar Loans to Alternate Base Rate Loans pursuant to this Section
2.15 may be converted into Eurodollar Loans.



     Section 2.16 Taxes.



          (a) Any and all payments by or on account of any obligation of the Borrower under each Loan
Document shall be made free and clear of and without deduction or withholding for any Indemnified
Taxes or Other Taxes; provided that if the Borrower shall be required to deduct or withhold any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions or withholding (including deductions or
withholding applicable to additional sums payable under this Section 2.16), the Administrative
Agent or any Lender (as the case may be) receives an amount equal to the sum it would have received
had no such deductions or withholding been made, (ii) the Borrower shall make such deductions or
withholding, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable law.




          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.




          (c) The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10)
days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent or such Lender on or with respect to any payment by or on account
of any obligation of the Borrower under each Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) and any
penalties, interest and reasonable expenses arising

20









 








therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower 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.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty
to which such jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed
by applicable law, such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower (including, without limitation, Form W-8BEN or Form W-8ECI,
as applicable) as will permit such payments to be made without withholding or at a reduced rate.




          (f) For any period during which a Foreign Lender has failed to provide the Borrower with the
appropriate documentation as required by Section 2.16(e), the Borrower shall not be obligated to
pay, and such Foreign Lender shall not be entitled to secure additional amounts under this Section
2.16 with respect to Indemnified Taxes imposed by a Governmental Authority to the extent that such
additional amounts would not have arisen but for such failure of such Foreign Lender.




          (g) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes (or any other taxes owed by the
Administrative Agent or a Lender under this Agreement and indemnified by the Borrower or paid by
the Borrower on behalf of a Lender) as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this Section 2.16, it shall
pay over such refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.16 with respect to the Indemnified
Taxes or Other Taxes (or any other taxes owed by the Administrative Agent or a Lender under this
Agreement and indemnified by the Borrower or paid by the Borrower on behalf of a Lender) giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender
and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, however, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to forthwith repay the amount paid over to the Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. Nothing contained in this Section
2.16 shall require the Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the Borrower or any other
Person.





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     Section 2.17 Substitute Loan Basis. In the event that prior to the commencement of any Interest
Period for any Eurodollar Loan 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 the Eurodollar Rate for such requested Interest Period, or (b) the Eurodollar Rate
will not adequately and fairly reflect the cost to such Lenders of making or maintaining their
Loans for such Interest Period then, and in any such event, the Administrative Agent shall
forthwith give notice to the Borrower and (i) any Loans that were to have been made or continued on
the first day of such Interest Period as Eurodollar Loans shall be made or converted into Alternate
Base Rate Loans on the date upon which such Loans were to have been made or continued, and (ii) any
outstanding Eurodollar Loans shall be converted, on the last day of the Interest Period applicable
thereto, into Alternate
Base Rate Loans. 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
the Eurodollar Rate 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.



     Section 2.18 Certain Prepayments or Continuations. If the Eurodollar Loans of any Lender are
converted into Alternate Base Rate Loans pursuant to Section 2.14 or Section 2.15 (such Eurodollar
Loans being herein called “Affected Loans”), unless and until such Lender gives written notice that
the circumstances which gave rise to such conversion no longer exist (which such Lender agrees to
do promptly upon such circumstances ceasing to exist) all Loans which would otherwise be made or
converted by such Lender into Affected Loans shall be made instead as, or converted into Alternate
Base Rate Loans (on which interest and principal shall be payable simultaneously with the related
Affected Loans of the other Lenders).



     Section 2.19 Certain Notices. Notices by the Borrower under each of Section 2.03, Section 2.06,
Section 2.07, Section 2.10, Section 2.14 and Section 2.17, and under the definition of “Interest
Period” in Section 1.01 (a) shall 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 and,
in the case of Section 2.14, the Lender involved, not later than 10:30 A.M. (New York City time) on
the day specified in the respective Section or definition as the latest day such notice may be
given. Notices by the Borrower under each of Section 2.03, Section 2.06, Section 2.07, Section
2.10, Section 2.14 and Section 2.17 shall be irrevocable.



     Section 2.20 Reserved.



     Section 2.21 Minimum Amounts of Eurodollar Loans. All Loans and continuations of 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, the aggregate principal amount of the Loans
comprising each Eurodollar Loan shall be equal to either (x) $10,000,000 or a whole multiple of
$5,000,000 in excess thereof or (y) the aggregate principal amount of Loans not comprised of
Eurodollar Loans.



     Section 2.22 Break Funding Payments. In the event of the payment of any principal amount 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), the continuation of any Eurodollar Loan other than



22









 







on the last day
of the Interest Period applicable thereto, the failure to borrow, continue or prepay any Loan on
the date specified in any notice delivered pursuant hereto, or 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. In the case of a Eurodollar Loan, 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 the principal amount of such Loan had such event not
occurred, at the Eurodollar Rate 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 principal amount 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 2.22 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 pursuant to this Section if such amount or amounts are attributable
solely to the merger or other consolidation of such Lender with another Lender.



     Section 2.23 Break Funding Under Existing Term Loan Agreement. Each Lender under the Existing
Term Loan Agreement hereby waives any right to receive any amount pursuant to Section 2.22 of the
Existing Term Loan Agreement in connection with the repayment of eurodollar loans thereunder on the
Effective Date.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




     Section 3.01 Representations of the Borrower. The Borrower represents and warrants to the
Administrative Agent and the Lenders that:



          (a) The Borrower (i) has been duly incorporated and is validly existing and in good standing
under the laws of the State of Delaware, and (ii) is qualified to do business as a foreign
corporation and is in good standing in each jurisdiction of the United States in which the
ownership of its properties or the conduct of its business requires such qualification and where
the failure to so qualify would constitute a Material Adverse Change.




          (b) This Agreement and all other Loan Documents to which the Borrower is a party have been
duly authorized, executed and delivered by the Borrower, and each of this Agreement, the Notes and
the other Loan Documents to which it is a party constitutes a valid and binding agreement of the
Borrower, enforceable in accordance with its respective terms, subject to the effect of applicable
bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable
principles of general applicability. The Notes have been duly authorized by the Borrower and, when
executed, issued and delivered pursuant hereto for value received, will constitute valid and
binding obligations of the Borrower, enforceable in accordance with




23









 







their terms, except as (i) may
be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and
(ii) rights of acceleration and the availability of equitable remedies may be limited by equitable
principles of general applicability. There are no actions,
suits or proceedings pending or, to the knowledge of the Borrower, threatened against the
Borrower which purports to affect the legality, validity or enforceability of this Agreement, any
other Loan Document or any of the Notes.




          (c) The execution, delivery and performance of this Agreement by the Borrower and the
execution, issuance, delivery and performance by the Borrower of the Notes will not violate or
conflict with (A) the restated certificate of incorporation or bylaws of the Borrower, or (B) any
indenture (including the Public Indenture), loan agreement or other similar agreement or instrument
binding on the Borrower.




          (d) To the knowledge of the Borrower, on the Effective Date there are no actions, suits, or
proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower before
any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to constitute a Material Adverse Change.




          (e) The consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of
December 31, 2005 and 2006, and the related consolidated statements of income, stockholders’ equity
and cash flows for each of the years in the three-year period ended December 31, 2006, audited by
KPMG LLP, present fairly, in all material respects, the consolidated financial position of the
Borrower and its consolidated Subsidiaries as of December 31, 2005 and 2006, and the results of
their operations and their cash flows for each of the years in the three-year period ended December
31, 2006, in conformity with GAAP applied on a consistent basis.




          (f) Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940.




          (g) No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Change. The present value of all
accumulated benefit obligations of all underfunded 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 underfunded Plans by an amount that could reasonably be expected to be a Material Adverse
Change.




          (h) Neither the Publicly Available Information nor any of the other reports, financial
statements, certificates or other information furnished by or on behalf of the Borrower to the
Agents or any Lender in connection with the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished), taken as a whole, contains any
material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not

24









 








misleading; provided
that the Borrower makes no representation or warranty concerning the statements, estimates and
projections contained in the Projections with respect to the anticipated future performance of the
Borrower, except that such statements, estimates and projections were
made in good faith by the Borrower’s management, on the basis of assumptions believed by the
Borrower’s management to be reasonable at the time and such statements, estimates and projections
and the assumptions on which they are based may or may not prove to be correct.




          (i) The Borrower’s “significant subsidiaries” (as defined in Regulation S-X of the Commission
under the Securities and Exchange Act of 1934) as of the Effective Date are listed on Part A of
Schedule II hereto.




          (j) The Borrower has 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 have been paid by it, except (i) taxes the validity of which are being
contested in good faith by appropriate proceedings, and with respect to which the Borrower, to the
extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the
failure to do so (individually or in the aggregate) would not reasonably be expected to result in a
Material Adverse Change.




          (k) No Event of Default has occurred and is continuing.




          (l) The making of the Loans does not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority or any other third Person
(including shareholders or any class of directors, whether interested or disinterested, of the
Borrower or any other Person), nor is any such consent, approval, registration, filing or other
action necessary for the validity or enforceability of any Loan Document, except such as have been
obtained or made and are in full force and effect.




ARTICLE IV

AFFIRMATIVE COVENANTS




     Until all the principal of and interest on each Loan and all other amounts then due and
payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders
that:



     Section 4.01 Financial Statements and Other Information. The Borrower will furnish to the
Administrative Agent and each Lender:



          (a) Within fifteen (15) days after the Borrower is required to file the same with the
Commission, copies of the annual reports of the 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 Exchange Act; 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 Exchange Act 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

25









 








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 on its home page on the worldwide web (at the date of this Agreement located at
http://www.anadarko.com) and complied with Section 4.01(e) 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 agrees to 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) Within sixty (60) days after the close of each of the first three quarters of each fiscal
year of the Borrower, a statement by a Responsible Officer of the Borrower stating whether to the
knowledge of the Borrower an event has occurred during such period and is continuing which
constitutes an Event of Default or a Default, and, if so, stating the facts with respect thereto.




          (c) Within one hundred twenty (120) days after the close of each fiscal year of the Borrower a
statement by a Responsible Officer of the Borrower stating whether to the knowledge of the Borrower
an event has occurred during such period and is continuing which constitutes an Event of Default or
a Default, and, if so, stating the facts with respect thereto.




          (d) Such other information respecting the financial condition or operations of the Borrower
and the Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably
request.




          (e) Information required to be delivered pursuant to Section 4.01(a) 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 hereby agrees to provide such notice).




     Section 4.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and
each Lender prompt written notice of the following:



          (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 the Borrower that is reasonably likely to be
adversely determined and, if so adversely determined, could reasonably be expected to result in a
Material Adverse Change; and




          (c) any other development that results in, or could reasonably be expected to result in, a
Material Adverse Change.



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




26









 








     Section 4.03 Compliance with Laws . The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Change.



     Section 4.04 Use of Proceeds. The proceeds of the Loans shall be used to refinance Debt under the
Existing Term Loan Agreement and to provide funding for general corporate purposes of the Borrower
and the Subsidiaries. No part of the proceeds of any Loan will be used for any purpose which
violates the provisions of Regulations U or X of the Board of Governors of the Federal Reserve
System.



     Section 4.05 Compliance with Indenture. The Borrower will comply with the provisions of Sections
1004 and 1005 of the Public Indenture (a true and complete copy of which the Borrower hereby
represents has been furnished to the Administrative Agent), which provisions, together with related
definitions, are hereby incorporated herein by reference for the benefit of the Lenders and shall
continue in effect for purposes of this Section 4.05, regardless of termination, or any amendment
or waiver of, or any consent to any deviation from or other modification of, the Public Indenture;
provided, however, that, for purposes of this Section 4.05, (a) references in the Public Indenture
to “the Securities” shall be deemed to refer to the respective obligations of the Borrower to pay
the principal of and interest on the Notes, (b) references in the Public Indenture to “the Trustee”
shall be deemed to refer to the Administrative Agent, (c) references in the Public Indenture to
"this Indenture” shall be deemed to refer to this Agreement, and (d) references in the Public
Indenture to “supplemental indentures” shall be deemed to refer to amendments or supplements to
this Agreement.



     Section 4.06 Insurance. The Borrower will at all times maintain, and will cause its Subsidiaries
to 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) consistent with
that 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 the Borrower and other
companies engaged in the same or similar business and similarly situated.



ARTICLE V

NEGATIVE COVENANTS




     Until the principal of and interest on each Loan and all other amounts then due and payable
hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:



     Section 5.01 Limitation on Certain Secured Indebtedness. The Borrower will not incur, issue, assume or guarantee any Indebtedness secured by a mortgage
on oil, gas, coal or other minerals in place, or on related leasehold or other property interests,
which is incurred for any reason if the aggregate amount of all such Indebtedness exceeds 10% of
Consolidated Net Tangible Assets (as defined in the Public Indenture).



27









 





     Section 5.02 Limitations on Sales and Leasebacks. The Borrower will not itself, and will not
permit any Subsidiary to, enter into any arrangement with any bank, insurance company or other
lender or investor (not including the Borrower or any Subsidiary) or to which any such lender or
investor is a party, providing for the leasing by the Borrower or a Subsidiary for a period,
including renewals, in excess of three years, of any Principal Property which has been or is to be
sold or transferred more than one hundred eighty (180) days after the completion of construction
and commencement of full operation thereof, by the Borrower or any Subsidiary to such lender or
investor or to any Person to whom funds have been or are to be advanced by such lender or investor
on the security of such Principal Property (herein referred to as a “sale and leaseback
transaction”) unless either:



          (a) the Borrower or such Subsidiary could create Indebtedness secured pursuant to Section 1005
of the Public Indenture on the Principal Property to be leased back in an amount equal to the
Attributable Debt with respect to the lease resulting from such sale and leaseback transaction
without equally and ratably securing the Securities (as defined in the Public Indenture); or




          (b) the Borrower within one hundred eighty (180) days after the sale or transfer shall have
been made by the Borrower or by a Subsidiary, applies an amount equal to the greater of (i) the net
proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or
(ii) the net amount (after deducting applicable reserves) at which such Principal Property is
carried on the books of the Borrower or such Subsidiary at the time of entering into such
arrangement, to the retirement of Indebtedness of the Borrower.




     For purposes of this Section 5.02, neither Anadarko Tower nor the Timberloch Building, each in
The Woodlands, Texas, shall be a Principal Property.



     Section 5.03 Fundamental Changes. The Borrower shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as an entirety to any
Person unless:



          (a) (i) in the case of a merger or amalgamation, 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 conveyance or transfer, or which leases, the properties and assets of the
Borrower substantially as an entirety shall be a corporation, 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 rated
“investment grade” by S&P or 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 the Borrower to be
performed or observed; and



28









 





          (b) immediately after giving effect to such transaction, no Event of Default or Default shall
have occurred and be continuing.




ARTICLE VI

CONDITIONS OF LENDING




     Section 6.01 Conditions Precedent to this Agreement. The obligation of each Lender to make Loans
hereunder 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) An appropriate Note is issued payable to the order of such Lender, if requested.




          (b) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party, or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement.




          (c) The Administrative Agent (or its counsel) shall have received a certificate of a
Responsible Officer of the Borrower to the effect that (i) prior to and after the making of the
Loans, the representations and warranties contained in Section 3.01 are true and accurate on and as
of the Effective Date and (ii) no event has occurred and is continuing or would result from the
proposed borrowing, which constitutes an Event of Default or a Default.




          (d) The Administrative Agent and the Lenders shall have received all fees and other amounts
due and payable on the Effective Date, including, to the extent invoiced, reimbursement or payment
of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.




          (e) The Lenders shall have received audited consolidated balance sheets and related statements
of income, stockholders’ equity and cash flows of the Borrower for each of the last three fiscal
years ending more than 90 days prior to the Effective Date (the “Audited Financial Statements”),
and (ii) the Projections.




          (f) The financial statements referred to in clauses (i), and (ii) shall be prepared in
accordance with GAAP.




          (g) The Administrative Agent (or its counsel) shall have received certified copies of the
resolutions of the Board of Directors or the Executive Committee of the Directors
of the Borrower authorizing the execution, delivery and performance of this Agreement and the
Notes.




          (h) No event, condition, change, occurrence or development of a state of circumstances which,
individually or in the aggregate, has had or would reasonably be expected to constitute a Material
Adverse Change has occurred.





29









 








          (i) The Administrative Agent (or its counsel) shall have received an opinion of Akin Gump
Strauss Hauer & Feld LLP, special US counsel to the Borrower, to the effect that (i) this Agreement
constitutes and (when value shall have been given therefor) each Note will constitute a legal,
valid and binding agreement of the Borrower, in each case enforceable in accordance with their
respective terms, subject to and limited by usual and customary qualifications, including the
effect of (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
fraudulent transfer or other similar laws affecting the rights of creditors generally and (B)
general principles of equity (regardless of whether considered in a proceeding in equity or at
law), including, (1) the possible unavailability of specific performance, injunctive relief or any
other equitable remedy, and (2) concepts of materiality, reasonableness, good faith and fair
dealing and (ii) no authorization, consent or approval of any governmental body or agency of the
State of New York or the United States of America which has not been obtained is required in
connection with the execution, delivery and performance by the Borrower of this Agreement and the
Notes.



In rendering such opinion, Akin Gump Strauss Hauer & Feld LLP may assume matters covered by other
opinions delivered hereunder and may state that they have relied as to certain matters on
information obtained from public officials and officers of the Borrower.




          (j) The Administrative Agent (or its counsel) shall have received a favorable opinion of an
associate general counsel or the general counsel of the Borrower, to the effect that:




               (i) the Borrower is validly existing and in good standing under the laws of the State of
Delaware;



               (ii) this Agreement has been duly authorized, executed and delivered by the Borrower and the
Notes have been duly authorized, issued, executed and delivered by the Borrower;



               (iii) the Borrower is qualified to do business as a foreign corporation and is in good
standing in the States of Kansas, Louisiana, Oklahoma and Texas;



               (iv) the execution, delivery and performance by the Borrower of this Agreement and the
execution, issuance, delivery and performance of the Notes will not violate the restated
certificate of incorporation or bylaws of the Borrower, each as in effect on the date of such
opinion;



               (v) the execution, delivery and performance of this Agreement and the execution, issuance,
delivery and performance by the Borrower of the Notes will not (A) violate any applicable provision
of any applicable law or applicable order or (B) violate any provision of
any indenture, loan agreement or other similar agreement or instrument known to such counsel
(having made due inquiry with respect thereto) binding on the Borrower or affecting its property;
and



               (vi) to the knowledge of such counsel (having made due inquiry with respect thereto), there is
no proceeding pending or threatened before any court or administrative



30









 




agency which, in the opinion
of such counsel, will result in a final determination which would result in a Material Adverse
Change.



In rendering such opinion, the associate general counsel or the general counsel of the Borrower
shall opine only as to matters governed by the federal laws of the United States of America, the
laws of the State of Texas and the DGCL. Such counsel may also state that he/she has relied on
certificates of public officials, certificates of officers of the Borrower and other sources
believed by him/her to be responsible.



The Lenders shall have received such documents and other instruments as are customary for
transactions of this type or as they or their counsel may reasonably request.




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 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;




          (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;




          (c) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 4.02(a) or Section 4.04 applicable to it or Article V required to be observed
or performed by the Borrower;




          (d) the Borrower shall default in the performance of any other term, condition, covenant or
agreement contained in this Agreement (except as set forth in Section 7.01(a) or Section 7.01(c))
required to be performed by it and such default shall continue unremedied for a period of thirty
(30) days after written notice thereof, specifying such default and requiring it to be remedied,
shall have been received by the Borrower from any Lender;




          (e) the Borrower shall default in the performance of any term, condition, covenant or
agreement contained in the Public Indenture and such default shall have resulted in
any of the Securities (as defined in the Public Indenture) being declared due and payable
prior to the date on which such Securities would otherwise have become due and payable;




          (f) the Borrower or any Subsidiary shall (i) default in the payment of principal of any
Indebtedness in an aggregate principal amount in excess of $100,000,000 (other than the Notes)
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 and such default shall
have resulted in such Indebtedness being declared due and payable prior to its stated maturity, or
(ii) default in the observance or performance of any other agreement or




31









 







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 being declared due and payable
prior to its stated maturity;




          (g) the Borrower or any Significant Subsidiary 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;




          (h) a proceeding or case shall be commenced, without the application or consent of the
Borrower or any Significant Subsidiary in any court of competent jurisdiction seeking (i) its
liquidation, 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 the Borrower 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 the Borrower or such Significant Subsidiary;




          (i) one or more judgments for the payment of money in an aggregate amount in excess of
$100,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof, and
the same shall remain undischarged for a period of thirty (30) 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 Subsidiary to enforce any such
judgment;




          (j) 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 the Subsidiaries taken as a whole; or




          (k) any Change of Control shall occur, then and in each and every case the Majority Lenders, by notice in writing to the Borrower, may
declare the unpaid balance of the Loans and any other amounts payable hereunder to be forthwith due
and payable and thereupon such balance shall become so due and payable without presentation,
protest or further demand or notice of any kind, all of which are hereby expressly waived; provided
that in the case of Section 7.01(g) or (h) above, the Loans and any other amounts payable hereunder
shall forthwith be due and payable.




32









 








ARTICLE VIII

THE AGENTS




     Section 8.01 Powers. Each Lender hereby irrevocably appoints and authorizes the Administrative
Agent to act as its agent hereunder and the other Loan Documents. The Administrative Agent shall
have and may exercise such powers hereunder and under any agreement executed and delivered pursuant
to the terms hereof as are specifically delegated to the Administrative Agent by the terms hereof
or thereof, together with such powers as are reasonably incidental thereto. 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.



     Section 8.02 Exculpatory Provisions. Neither any Agent nor any of their respective directors,
officers, agents, employees or affiliates shall be (i) liable for any action taken or omitted to be
taken by any of them hereunder or under any agreement executed and delivered pursuant to the terms
hereof or in connection herewith or therewith except for their own gross negligence or willful
misconduct, or (ii) responsible to the Lenders for any recitals, statements, warranties or
representations herein or under any agreement, certificate or other document referred to or provide
for in, or received by the Agents under or in connection with, this Agreement or any other Loan
Document or for the value, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of the Borrower or any Subsidiary a party
thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower or any Subsidiary.



     Section 8.03 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 the Administrative
Agent in its capacity as such, to the extent not reimbursed by the Borrower under this Agreement,
pro rata according to each Lender’s Applicable Percentage for any and all liabilities, obligations,
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 the Administrative
Agent as agent in any way relating to or arising out of this Agreement, the Notes, the Transactions
or any other documents contemplated by or referred to herein (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, damage, penalty,
action, judgment, suit, cost, expense or disbursement results from the Administrative Agent’s gross
negligence or willful misconduct; provided, further, 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



33









 







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.



     Section 8.04 Delegation of Duties. 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 or misconduct of any such agent or attorney-in-fact
selected by it with reasonable care.



     Section 8.05 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype 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 upon advice and statements of legal counsel (including
counsel to the Borrower), independent accountants and other experts selected by the Administrative
Agent or, in the case of counsel to or auditors of the accounts of the Borrower, the Borrower. 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 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.
The Administrative Agent shall in all cases be fully protected in acting, or in 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 upon all the Lenders and all
future holders of the Loans.



     Section 8.06 Rights as a Lender. With respect to its Commitment and the Loans made by it, each
Agent shall have the same rights and powers hereunder and under any agreement executed and
delivered pursuant to the
terms hereof as any Lender and may exercise the same as though it were not an Agent and the term
"Lender” or “Lenders” shall, unless the context otherwise indicates, include each Agent in its
capacity as a Lender hereunder and thereunder. Each Agent and its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of banking or trust business with the
Borrower, the Subsidiaries and their respective Affiliates as if it were not an Agent.



     Section 8.07 Non-Reliance on Agents or other Lenders. Each Lender agrees that it has,
independently and without reliance on the Administrative 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 make each Loan to be made by such Lender hereunder and 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 analysis and decisions in taking or not taking action under this Agreement and the
other Loan Documents. The Administrative Agent shall not



34









 







be required to keep itself informed as to
the performance or observance by the Borrower of this Agreement or any other document referred to
or provided for herein or therein or to inspect the properties or books of the Borrower. 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 affairs, financial condition
or business of the Borrower or its Subsidiaries or which may at any time come into possession of
the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.



     Section 8.08 Events of Default. If the Administrative Agent receives actual knowledge of an Event
of Default hereunder, it shall promptly inform the Lenders thereof. The Administrative Agent shall
not be deemed to have actual knowledge of an Event of Default hereunder until it shall have
received a written notice from the Borrower or any Lender referring to this Agreement, describing
such Event of Default and stating that such notice is a “Notice of Default.”



     Section 8.09 Successor Administrative Agent. Subject to the appointment and acceptance of a
successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign
at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority
Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no
successor shall have been so appointed by the Majority Lenders and shall have accepted such
appointment within 30 days after such retiring Administrative Agent gives notice of its
resignation, then such retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of such retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the
Borrower and such successor. After the 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, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as the Administrative
Agent hereunder.



     Section 8.10 Co-Advisors; Joint-Lead Arrangers and Co-Syndication Agents. Nothing contained in
this Agreement shall be construed to impose any obligation or duty whatsoever on any Persons named
on the cover of this Agreement or elsewhere in this Agreement as Co-Advisors, Joint-Lead Arrangers
or Co-Syndication Agents, other than those applicable to all Lenders as such.



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



35









 







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) 636-5029; messenger delivery to 1201 Lake
Robbins Drive, The Woodlands, Texas 77380.




          (b) if to the Administrative Agent, to UBS AG, Stamford Branch, Loan and Agency Services
Group, 677 Washington Boulevard, Stamford, CT 06901, Attention of Christopher M. Aitken, Phone No.:
(203) 719-3845, Facsimile No.: (203) 719-4176.




          (c) 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.



     Section 9.02 Waivers; Amendments.



          (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or
power hereunder or under the other 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 and the Lenders provided herein 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 shall not be construed as a waiver of any Event of Default, regardless of
whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of
Default at the time.




          (b) Neither this Agreement nor any provision hereof 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) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce or forgive any principal amount owing hereunder or reduce the
rate of interest thereon or fee payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment or mandatory prepayment of any
principal amount owing hereunder, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender affected thereby, (iv) change Section
2.13(a) or Section 2.13(c) in




36









 







a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (v) change Section 6.01, without the consent
of each Lender, or (vi) change any of the provisions of this Section or the definition of “Majority
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without
the prior written consent of the Administrative Agent.




     Section 9.03 Expenses; Indemnity; Damage Waiver.



          (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent, in connection with the syndication (prior to the date
hereof) of the credit facilities provided for herein, the preparation, execution, delivery and
administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions (including the Transactions) contemplated hereby or thereby
shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or protection of its rights
under this Agreement and the other Loan Documents, including its rights under this Section, or in
connection with the Loans made, including all such reasonable out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans. 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) and (c).




          (b) The Borrower shall indemnify the Administrative Agent, each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, 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 (but not the negotiation or preparation) 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 the use of the proceeds therefrom, (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, claims, damages, liabilities or
related expenses either (i) did not result directly or indirectly from the action or inaction of
the Borrower or any Subsidiary, or (ii) resulted from the gross negligence, unlawful conduct or
willful misconduct of such Indemnitee.




37









 








          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees
to pay to the Administrative Agent 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 the Administrative Agent in its
capacity as such.




          (d) All amounts due under this Section shall be payable promptly after written demand therefor
together with a copy of the invoice(s) or other documentation setting forth in reasonable detail
the amount demanded and the matter(s) to which it relates.




     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, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder except as
provided in Section 5.03 or with the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void). Each Lender
may assign to one or more lenders or other entities (upon consultation with the Borrower) all or a
portion of its rights and obligations under this Agreement and its Note subject
to the conditions set forth in (b) below. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of the Administrative Agent 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 all or a portion of its rights and obligations under this Agreement with
the prior written consent (such consent not to be unreasonably withheld or delayed) of the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an
assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to
giving effect to such assignment or an Affiliate of a Lender.




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



                    (A) except in the case of an assignment to a Lender or an Affiliate of a Lender 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 $10,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed),
provided that no such consent of the Borrower shall be required if an Event of Default under
Section 7.01(a), (b), (g), (h) or (i) has occurred and is continuing;



38









 





                    (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) the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500; and



                    (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.



               (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section,
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 Section 2.14, Section 2.16, Section 2.22 and
Section 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.



               (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in New York City or Stamford, Connecticut, 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 Commitment of, and principal amount of the Loans owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be prima
facie evidence of the existence and amounts of the obligations recorded therein, and the Borrower,
the Administrative Agent and the Lenders may 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 and any Lender, at any reasonable time and from time to time upon reasonable prior notice.



               (v) 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 any written consent to such assignment required by paragraph (b)(i)
of this Section and upon satisfaction of the additional conditions set forth in paragraph (b)(ii)
of this Section, the Administrative Agent shall accept such Assignment and Assumption and in the
case of the Commitment, record the information contained therein in the Register maintained at the
New York office of the Administrative Agent.



39









 




No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the applicable Register as provided in this paragraph.




          (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment
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 and (C) the Borrower, the Administrative Agent and the Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument 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 or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section
2.14, Section 2.16 and Section 2.22 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. Notwithstanding anything to the
contrary,
unless otherwise contractually agreed, no Participant shall be entitled to the benefits of
Section 9.08 as though it were a Lender.




               (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or
Section 2.16 than the Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such Participant is made with the
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.16(e) and Section 2.16(g) as though it were a Lender.



          (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 9.04 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.




     Section 9.05 Survival. All covenants, agreements, representations and warranties made by the
Borrower herein 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,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge



40









 







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 other amount payable under this Agreement is outstanding and unpaid. The provisions of
Section 2.14, Section 2.16, Section 2.22, Section 9.03, this Section 9.05, and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans 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, the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties relating to
the subject matter hereof and supersede any and all previous agreements 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 telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.



     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 Right of Setoff. If (a) an Event of Default shall have occurred and be continuing,
and (b) the principal of the Loans has been accelerated each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have. Upon the exercise by a Lender of its rights under this
Section, such Lender shall notify the Administrative Agent and the Borrower thereof.



41









 





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



          (a) THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 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 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 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. Each party to this Agreement hereby
irrevocably waives any objection, including any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such
action or proceeding in such respective jurisdictions.




          (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.



42









 





     Section 9.12 Confidentiality. The Administrative Agent and each of the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors who have a reason to use such Information in connection with the
administration of this Agreement (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential and will agree to use the Information solely for the purpose of such
administration), (b) to the extent requested by any regulatory authority or any self-regulatory
body having authority to regulate or oversee any aspect of any Lender’s (or any Affiliate of such
Lender) business or property, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
or to any counterparty (or its advisor) to any swap, securitization, or derivative transaction
referencing or involving any of its rights or obligations under this Agreement, (g) with the
consent of the Borrower, or (h) to the extent such Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent
or any Lender on a non-confidential basis from a source other than the Borrower or any of its
Affiliates. For the purposes of this Section, “Information” means all information received from
the Borrower relating to the Borrower or its business, other than any such information that is
available to the Administrative Agent 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.



     Section 9.13 Termination and Substitution of Lender.



          (a) If (i) the obligation of any Lender to make Eurodollar Loans or continue Loans as
Eurodollar Loans has been suspended pursuant to Section 2.15, (ii) any Lender has demanded
compensation under Section 2.14 or Section 2.16, or (iii) any Lender has voted against an
amendment, modification or waiver of any provision of this Agreement proposed by the Borrower,
which proposed amendment, modification or waiver (x) was approved by the Majority Lenders but (y)
required the approval of a greater percentage of Lenders than the Majority Lenders and did not get
approval, the Borrower may, upon three Business Days’ notice to such Lender through the
Administrative Agent, prepay in full all of the outstanding Loans of such Lender, or its assignee,
together with accrued interest thereon to the date of prepayment and all other amounts payable
hereunder to such Lender accrued to the date of prepayment, and concurrently therewith terminate
this Agreement with respect to such Lender by giving notice of such termination to the
Administrative Agent and such Lender.




          (b) If any Lender shall become a Defaulting Lender, the Borrower may, in its sole discretion
and without prejudice to any right or remedy that the Borrower may have against




43









 







such Defaulting
Lender with respect to, on account of, arising from or relating to any event pursuant to which such
Lender shall be a Defaulting Lender, upon notice to such Defaulting Lender, the Administrative
Agent, (i) if at such time there are no Loans owed to such Defaulting Lender outstanding, terminate
this Agreement with respect to such Defaulting Lender, or (ii) if at such time such Defaulting
Lender shall have any Commitment or Loans outstanding, either (A) terminate any Commitment of such
Lender in excess (any such excess being the “Excess Commitment”) of such outstanding Loan or Loans
and leave the outstanding Loan or Loans of such Defaulting Lender in place for payment or
satisfaction in the ordinary course in accordance with the other provisions of this Agreement (in
which case the total Commitments hereunder shall be immediately reduced by the amount of such
Defaulting Lender’s Excess Commitment
and thereafter reduced as such Loan or Loans is or are paid) or (B) subject to obtaining a
substitute lender or lenders to assume the Commitment of such Defaulting Lender pursuant to
subsection (c) below, terminate this Agreement with respect to such Defaulting Lender and prepay in
full the outstanding Loans of such Defaulting Lender together with accrued interest to the date of
prepayment, provided that the provisions of Section 2.22 shall not apply to any such prepayment.




          (c) If the Borrower elects to terminate this Agreement with respect to any Lender under
Section 9.13(b)(ii)(B), the Borrower shall cooperate in good faith with the Administrative Agent to
seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders)
to assume the Commitment of such relevant Lender and until a substitute lender (or lenders) has
been found and documents reasonably acceptable to each of the substitute lender or lenders, the
Administrative Agent and the Borrower have been executed to provide for the assignment of the
rights and obligations of the Defaulting Lender to the substitute lender or lenders in accordance
with Section 9.04, the total Commitments hereunder shall be reduced by an amount equal to such
terminated Lender’s Commitment.




     Section 9.14 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 and its Subsidiaries, which information includes the name and address of
the Borrower and such Subsidiaries and other information that will allow such Lender to identify
the Borrower and such Subsidiaries in accordance with the USA Patriot Act.



[SIGNATURES BEGIN ON NEXT PAGE]





44









 








     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.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	BORROWER:	 	ANADARKO PETROLEUM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Gwin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert G. Gwin	 	 
	 

	 	 	 	Vice President and Treasurer	 	 






[Signature Page — Anadarko Term Loan Agreement]















 





	 	 	 	 	 	 	 
	AGENTS:	 	UBS AG, STAMFORD BRANCH	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David B. Julie
 

	 	 
	 	 	David B. Julie	 	 
	 	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

	 	 
	 	 	Irja R. Otsa	 	 
	 	 	Associate Director	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	AGENTS:	 	CREDIT SUISSE, CAYMAN ISLANDS	 	 
	 	 	BRANCH, as Co-Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James Moran
 

	 	 
	 

	 	Name:
	 	James Moran	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Napur Kumar
 

Nupur Kumar
	 	 
	 

	 	Title:
	 	Associate	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	AGENTS:	 	CITICORP NORTH AMERICA, INC., as Co-	 	 
	 	 	Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Amy Pincu
 

AMY PINCU
	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	 	 	Citicorp North America, Inc.	 	 
	 

	 	 	 	713/654-2820	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David B. Julie
 

	 	 
	 	 	David B. Julie	 	 
	 	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

	 	 
	 	 	Irja R. Otsa	 	 
	 	 	Associate Director	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Credit Suisse, Cayman Islands Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James Moran
 

James Moran
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nupur Kumar
 

Nupur Kumar
	 	 
	 

	 	Title:
	 	Associate	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	CITICORP NORTH AMERICA, INC., as a
 Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Amy Pincu
 

AMY PINCU
	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	 	 	Citicorp North America, Inc.	 	 
	 

	 	 	 	713/654-2820	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	GOLDMAN SACHS CREDIT PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Bruce H. Mendelsohn
 

BRUCE H. MENDELSOHN
	 	 
	 

	 	TITLE
	 	AUTHORIZED SIGNATORY	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:

	 	By:

Name:
	 	/s/ Scott Donaldson
 

R. Scott Donaldson
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Aamir Khan
 

M. Aamir Khan
	 	 
	 

	 	Title
	 	Assistant Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	BMO CAPITAL MARKETS FINANCING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James V. Ducote
 

James V. Ducote
	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title
	 	/s/ Gabe Ellisor
 

Gabe Ellisor


Director
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert Long
 

Robert Long
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Gabe Gomez
 

Gabe Gomez
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kelton Glasscock
 

Kelton Glasscock
	 	 
	 

	 	Title
	 	Vice President & Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jay Fort
 

Jay Fort
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	DEUTSCHE BANK AG NEW YORK
 BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Marcus Tarkington
 

Marcus Tarkington
	 	 
	 

	 	Title
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rainer Meier
 

Rainer Meier
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]




 









 








	 	 	 	 	 	 	 
	LENDER:	 	MORGAN STANLEY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Twenge
 

	 	 
	 

	 	Name:
	 	Daniel Twenge	 	 
	 

	 	Title
	 	Authorized Signatory	 	 
	 

	 	 	 	Morgan Stanley Bank	 	 






[Signature Page — Anadarko Term Loan Agreement]





 









 





	 	 	 	 	 	 	 
	LENDER:	 	The Royal Bank of Scotland plc	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David Slye
 

David Slye
	 	 
	 

	 	Title
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]





 









 








	 	 	 	 	 	 	 
	LENDER:	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul Pritchett
 

Paul Pritchett
	 	 
	 

	 	Title
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	Calyon New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title
	 	/s/ Michael Willis
 

Michael Willis 


Director
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Darrell Stanley
 

Darrell Stanley
	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	SOCIÉTÉ GÉNÉRALE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Andrew S. Green
 

Andrew S. Green
	 	 
	 

	 	Title
	 	Director	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	The Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory E. George
 

	 	 
	 

	 	Name:
	 	Gregory E. George	 	 
	 

	 	Title
	 	Managing Director	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	DNB NOR BANK ASA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Philip F. Kurpiewsi
 

	 	 
	 

	 	Name:
	 	PHILIP F. KURPIEWSI	 	 
	 

	 	Title
	 	SENIOR VICE PRESIDENT	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sanjiv Nayar	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	SANJIV NAYAR	 	 
	 

	 	Title:
	 	SENIOR VICE PRESIDENT	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John-Paul Marotta
 

	 	 
	 

	 	Name:
	 	JOHN-PAUL MAROTTA	 	 
	 

	 	Title
	 	MANAGING DIRECTOR	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	Royal Bank of Canada	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott Gildea
 

	 	 
	 

	 	Name:
	 	Scott Gildea	 	 
	 

	 	Title
	 	Authorized Signatory	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	Wells Fargo Bank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William S. Rogers
 

	 	 
	 

	 	Name:
	 	William S. Rogers	 	 
	 

	 	Title
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	BANCO BILBOA VIZACAYA ARGENTARIA, S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hector Villegas
 

	 	 
	 

	 	Name:
	 	Hector Villegas	 	 
	 

	 	Title
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jay Levit
 

	 	 
	 

	 	Name:
	 	JAY LEVIT	 	 
	 

	 	Title:
	 	VICE PRESIDENT

GLOBAL CORPORATE BANKING	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	BAYERISCHE HYPO- UND VEREINSBANK

AG, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William W. Hunter
 

	 	 
	 

	 	Name:
	 	William W. Hunter	 	 
	 

	 	Title
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shannon Batchman
 

	 	 
	 

	 	Name:
	 	Shannon Batchman	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	MELLON BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard A. Matthews
 

	 	 
	 

	 	Name:
	 	Richard A. Matthews	 	 
	 

	 	Title
	 	Senior Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]







 









 








	 	 	 	 	 	 	 
	LENDER:	 	ARAB BANKING CORPORATION (B.S.C), acting	 	 
	 	 	through its New York branch as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Cahalane
 

	 	 
	 

	 	Name:
	 	Thomas J. Cahalane	 	 
	 

	 	Title
	 	Assistant General Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rami El-Rifai
 

	 	 
	 

	 	Name:
	 	Rami El-Rifai	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page — Anadarko Term Loan Agreement]





 









 





ANNEX I




LIST OF COMMITMENTS




	 	 	 	 	 
	 	 	Amount of
	Lenders	 	Commitment ($)
	UBS Loan Finance LLC
	 	 	655,000,000.00	 
	Credit Suisse, Cayman Islands Branch
	 	 	655,000,000.00	 
	Citicorp North America, Inc.
	 	 	655,000,000.00	 
	Goldman Sach Credit Partners L.P.
	 	 	655,000,000.00	 
	ABN AMRO Bank, N.V.
	 	 	435,000,000.00	 
	BMO Capital Markets
	 	 	435,000,000.00	 
	BNP Paribas
	 	 	435,000,000.00	 
	Bank of America, N.A.
	 	 	435,000,000.00	 
	Bank of Tokyo-Mitsubishi UFJ
	 	 	435,000,000.00	 
	Deutsche Bank AG
	 	 	435,000,000.00	 
	Morgan Stanley
	 	 	435,000,000.00	 
	The Royal Bank of Scotland plc
	 	 	435,000,000.00	 
	Wachovia Bank, National Association
	 	 	435,000,000.00	 
	Calyon – Credit Agricole Group
	 	 	255,000,000.00	 
	Societe Generale
	 	 	255,000,000.00	 
	The Bank of Nova Scotia
	 	 	255,000,000.00	 





 Annex I



 









 







	 	 	 	 	 
	 	 	Amount of
	Lenders	 	Commitment ($)
	DnB NOR Bank ASA
	 	 	255,000,000.00	 
	The Bank of New York
	 	 	80,000,000.00	 
	Royal Bank of Canada
	 	 	80,000,000.00	 
	Wells Fargo Bank, N.A.
	 	 	80,000,000.00	 
	BBVA, S.A.
	 	 	75,000,000.00	 
	Bayerische Hypo-un Vereinsbank AG
	 	 	75,000,000.00	 
	Mellon Bank, N.A.
	 	 	30,000,000.00	 
	Arab Banking Corporation (B.S.C.)
	 	 	25,000,000.00	 
	Totals
	 	 	8,000,000,000.00	 






Annex I





 









 








SCHEDULE I




PRICING SCHEDULE




     The “Eurodollar Margin” for any day will be based on the pricing grid set forth below in the
applicable row and column corresponding to the ratings that exist on such day.



Applicable Margin




	 	 	 
	 	 	Eurodollar
	Ratings	 	Margin
	≥AA-/Aa3 or better

	 	17.5 bps
	A+/A1

	 	20.0 bps
	A/A2

	 	25.0 bps
	A-/A3

	 	30.0 bps
	BBB+/Baa1

	 	35.0 bps
	BBB/Baa2

	 	45.0 bps
	BBB-/Baa3

	 	65.0 bps
	<BBB-/Baa3

	 	80.0 bps






     Ratings in the above pricing grid relate to Borrower’s senior unsecured non-credit enhanced
publicly held indebtedness (the “Index Debt”). For purposes of the foregoing, (i) if either
Moody’s or S&P shall not have in effect a rating for the Index Debt (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 of <BBB- or <Baa3, as applicable; (ii) if the ratings
established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall
within different Categories, each rate specified above (the “Applicable Rate”) shall be based on
the higher of the two ratings unless one of the ratings is two or more Categories lower than the
other, in which case the Eurodollar Margin shall be determined by reference to the Category next
above that of the lower of the two ratings; and (iii) if the ratings established or deemed to have
been established by Moody’s and S&P for the Index Debt 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 Eurodollar Margin
shall apply during the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change.
If the rating system of Moody’s or S&P shall change, or if either such rating agency shall
cease



Schedule I — Pricing Schedule






 









 







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 Eurodollar Margin shall be determined by reference to the rating most recently in
effect prior to such change or cessation.




Schedule I — Pricing Schedule






 









 








SCHEDULE II




SIGNIFICANT SUBSIDIARIES




Anadarko Algeria Company, LLC, a Delaware limited liability company




Anadarko E&P Company LP, a Delaware limited partnership




Kerr-McGee Corporation, a Delaware corporation




KM Denmark Overseas ApS, a Denmark corporation




Kerr-McGee (Nevada) LLC, a Nevada limited liability company




Kerr-McGee Oil & Gas Corporation, a Delaware corporation




Kerr-McGee Oil & Gas Onshore LP, a Delaware limited partnership




Kerr-McGee Worldwide Corporation, a Delaware corporation




KM Global Ltd., a Delaware corporation




KM Investment Corporation, a Nevada corporation




Lance Oil & Gas Company Inc., a Delaware corporation




MIGC, Inc., a Delaware corporation




Western Gas Resources, Inc., a Delaware corporation




Western Gas Resources – Sand Wash, Inc., a Colorado corporation




Western Gas Resources – Texas, Inc., a Texas corporation




Western Gas Resources – Westana, Inc., a Delaware corporation




Western Gas Wyoming, L.L.C., a Wyoming limited liability company




Schedule II — Significant Subsidiaries




 









 








EXHIBIT A




FORM OF NOTE




                    , 20          




     For value received, ANADARKO PETROLEUM CORPORATION, a corporation organized under the laws of
the State of Delaware (the “Borrower”), promises to pay to                      (the “Lender”) or its
registered assigns at the account of the Administrative Agent specified in Section 2.12(a) of the
$8.0 Billion Term Loan Agreement, dated as of April 10, 2007, among the Borrower, the Lender, the
several other banks party thereto, UBS AG, Stamford Branch, as Administrative Agent and the other
agents named therein (as may be amended, supplemented or modified from time to time hereafter, the
“Agreement;” terms defined in the Agreement shall have their defined meanings when used in this
Note), in lawful money of the United States of America the principal amount of                     *                     DOLLARS
($                    *___) 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. The
undersigned further agrees to pay interest at said account, in like money, on the unpaid principal
amount owing hereunder from time to time from the date hereof at the rates specified in Section
2.10 of the Agreement. Such interest shall be payable on the dates specified in Section 2.10 of
the Agreement. The date, Type, Interest Period and amount of each Loan made by the Lender pursuant
to Section 2.01 of the Agreement, each conversion 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 SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY 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 of	 	 	Type of	 	 	Interest	 	 	Principal	 	 	Notation	 
	Date	 	Loan	 	 	Loan	 	 	Rate	 	 	Repaid	 	 	Made by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit A

Form of Note




 









 








EXHIBIT B




[FORM OF]




ASSIGNMENT AND ASSUMPTION




     Reference is made to the $8.0 Billion Term Loan Agreement dated as of April 10, 2007 (as
amended and in effect on the date hereof, the “Credit Agreement”), among Anadarko Petroleum
Corporation, the Lenders named therein, UBS AG, Stamford Branch, as Administrative Agent and the
other agents named therein. Terms defined in the Credit Agreement are used herein with the same
meanings.



     The Assignor named as such below hereby sells and assigns, without recourse, to the Assignee
named as such on the reverse hereof, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set
forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit
Agreement, including, without limitation, the interests set forth below in the Commitment of the
Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the
Assignment Date, but excluding accrued interest to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date
(i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to
the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder, and
(ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights, and be
released from its obligations under the Credit Agreement arising thereafter.



     This Assignment and Assumption is being delivered to the Administrative Agent together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee.
The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section
9.04(b)(ii)(C) of the Credit Agreement.



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



Date of Assignment:




Legal Name of Assignor:




(“Assignor”)




Legal Name of Assignee:




(“Assignee”)




Exhibit B

Form of Assignment and Assumption






 









 








Assignee’s Address for Notices:




Effective Date of Assignment

(“Assignment Date”):




Exhibit B

Form of Assignment and Assumption






 









 








	 	 	 	 	 
	Facility

	 	Principal Amount

Assigned
	 	Percentage Assigned of
Facility/Commitment (set
forth, to at least 8
decimals, as a percentage
of the Facility and the
aggregate Commitments of
all Lenders thereunder)
	Commitment Assigned:

	 	 $
	 	 %
	Loans:
	 	 	 	 






     The terms set forth above and on the reverse side hereof are hereby agreed to:



	 	 	 	 	 
	 	[Name of Assignor], as Assignor

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	[Name of Assignee], as Assignee

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Exhibit B

Form of Assignment and Assumption




 









 








The undersigned hereby consent to the within assignment:1




	 	 	 	 	 
	 	Anadarko Petroleum Corporation,

as Borrower

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	UBS AG, Stamford Branch,

as Administrative Agent

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





 




			
	1	 	Consents to be included to the extent
required by Section 9.04(b) of the Credit Agreement.





Exhibit B

Form of Assignment and Assumption