Form of Request for Approval of Extension of Maturity Date

EX-10.1 2 h56194exv10w1.htm FORM OF REQUEST FOR APPROVAL OF EXTENSION OF MATURITY DATE exv10w1

Exhibit 10.1

Form of
Request for Approval of Extension of Maturity Date and Amendment

February 18, 2008

VIA INTRALINKS

THE LENDERS UNDER THE APACHE
CORPORATION 2006 U.S. CREDIT FACILITY

Re: Apache Corporation 2006 U.S. $1,500,000,000 Five-Year Senior Revolving Credit Facility

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 9, 2006 (together with all amendments, if any, from time to time made thereto, the “Five-Year Credit Agreement”), among Apache Corporation (the “Borrower”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), and the other agents party thereto. Terms defined in the Credit Agreement are used herein with the same meanings.

I. Extension of the Credit Facility

In the February 18, 2008 Annual Certificate of Extension delivered to the Administrative Agent which is attached hereto as Exhibit A, Borrower requested pursuant to Section 2.6 of the Credit Agreement the extension of the Maturity Date, and concomitantly the total Commitments under the Credit Agreement from May 28, 2012 to May 28, 2013. The Borrower hereby certifies that no Event of Default has occurred and is continuing under the Credit Agreement.

This letter is to confirm that the Lenders hereby agree to the extension of the Maturity Date under the Credit Agreements and the related Commitments of the Lenders from May 28, 2012 to May 28, 2013.

II. Amendment of the Credit Facility

The Borrower, the Administrative Agent and the Required Lenders hereby agree as follows:

A. The definition of “Restricted Subsidiary” contained in Section 1.1 of the Credit Agreement is amended in its entirety to read as follows:

“ “Restricted Subsidiary” means any Subsidiary of Borrower that owns any asset representing or consisting of an entitlement to production from, or other interest in, reserves of oil, gas or other minerals in place located in the United

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 2

States or Canada, including, without limitation, Apache Canada Ltd., a corporation organized under the laws of the Province of Alberta, Canada.”

Please indicate your consent to (i) the extension of the Maturity Date under the Credit Agreements and the related Commitments of the Lenders from May 28, 2012 to May 28, 2013 and (ii) to the amendment outlined above by having an authorized signatory of your financial institution execute this letter in the space provided below and returning the executed page by the end of business on Tuesday, March 4, 2008, (i) via telecopy to Frank Bradley at (713) ###-###-####, and (ii) via courier to: Greenberg Traurig LLP, 1000 Louisiana, Suite 1700, Houston, Texas 77002, Attention: Frank Bradley.

This letter may be executed in any number of counterparts and all such counterparts shall together constitute but one and the same letter.

By execution hereof, the Administrative Agent acknowledges its agreement and consent to the request for extension and to the amendment outlined above in its capacity as a Lender and as Administrative Agent, respectively.

If you have any questions, please do not hesitate to contact either Lisa Kopff of the Administrative Agent at (212) ###-###-####, Pete Czerniakowski of Apache Corporation at (713) ###-###-#### or Frank Bradley at Greenberg Traurig LLP at (713) ###-###-####.


	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 3

THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND COMMITMENTS UNDER THE CREDIT AGREEMENT AND (ii) TO THE AMENDMENT OUTLINED ABOVE, EACH AS OF THIS DAY OF ___, 2008.


	CITIBANK, N.A., as a Lender
	By:
		Name:
		Title:


	BANK OF AMERICA, N.A., as a Lender
	By:
		Name:
		Title:


	BNP PARIBAS, as a Lender

	By:
		Name:
		Title:


	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 4


	UBS LOAN FINANCE LLC, as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:


	BMO CAPITAL MARKETS FINANCING, INC. (f/k/a HARRIS NESBITT FINANCING, INC.), as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 5


	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:


	ROYAL BANK OF CANADA, as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 6


	UNION BANK OF CALIFORNIA, N.A., as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:


	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 7


	ABN AMRO BANK N.V., as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:


	BAYERISCHE LANDESBANK — CAYMAN ISLANDS BRANCH, as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 8


	CALYON NEW YORK BRANCH, as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:


	WILLIAM STREET COMMITMENT CORPORATION, as a Lender
	By:
		Name:
		Title:


	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender




	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 9


	MORGAN STANLEY BANK, as a Lender
	By:
		Name:
		Title:


	THE ROYAL BANK OF SCOTLAND PLC , as a Lender
	By:
		Name:
		Title:


	SOCIÉTÉ GÉNÉRALE, as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 10


	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
	By:
		Name:
		Title:


	MIZUHO CORPORATE BANK, LTD., as a Lender
	By:
		Name:
		Title:


	WELLS FARGO BANK, NA, as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 11


	BARCLAYS BANK PLC, as a Lender
	By:
		Name:
		Title:


	TORONTO DOMINION (TEXAS) LLC, as a Lender
	By:
		Name:
		Title:


	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	By:
		Name:
		Title:

THE LENDERS UNDER THE APACHE
CORPORATION 2006 FIVE-YEAR CREDIT FACILITY
February 18, 2008
Page 12


	BANCO BILBAO VIZCAYA ARGENTARIA S.A., as a Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:

ACKNOWLEDGED AND AGREED:

APACHE CORPORATION, as Borrower



By:
	Name:	Matthew W. Dundrea
	Title:	Vice President and Treasurer

EXHIBIT A
2008 Annual Certificate of Extension

[see attached]

Exhibit A — Page 1