Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Company shall have the right to cause from time to time an increase right, so long as no Default shall have occurred and be continuing, without the consent of any Bank (except as described in clause (i) below) but with the Commitments consent of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders withheld), at any time prior to August 5, 2002, to increase their respective the total aggregate amount of the Commitments hereunder by (each a) adding a “CI Lender”)lender or lenders hereto with a Commitment or Commitments up to the amount (or aggregate amount) of any such increase (which lender or lenders shall thereupon become "Banks" hereunder) and/or (b) enabling any Bank or Banks to increase its (or their) Commitment (or Commitments) up to the amount of any such increase; providedPROVIDED, however HOWEVER, that (i) at in no event shall any Bank's Commitment be increased without the time of, and after giving effect to, the Commitment Increase, no Event consent of Default shall have occurred which is continuingsuch Bank, (ii) if any Committed Loans are outstanding hereunder on the date that any such increase is to become effective, the principal amount of all such Committed Loans shall on or prior to the effectiveness of such increase, at the option of the Company, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Bank in accordance with Section 5.05 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Banks) or (B) be converted into Competitive Loans with the same terms (including, without limitation, interest rate) and maturity of such Committed Loans, provided that the Competitive Loans into which such Committed Loans are converted shall constitute a utilization of the Commitments, (iii) any such increase shall be in an integral multiple of $50,000,000, (iv) in no event shall any such Commitment Increase shall cause increase result in the total aggregate amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, exceeding $1,500,000,000 and (v) each CI Lender no increase in Commitments contemplated by this Section 2.12 shall execute result in any one Bank hereunder having a Notice Commitment in an amount which equals more than 20% of Commitment Increase the aggregate amount of all Commitments hereunder. The Company and deliver the Administrative Agent and the Banks agree to use their best efforts to effectuate any such executed notice increase, subject to the Administrative Agentterms and conditions set forth herein (including, without limitation, by execution and delivery of any appropriate documentation).

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause The Borrower may at any time or from time to time an increase in after the Commitments of the Lenders Effective Date, by up notice to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent whereupon the Administrative Agent shall not be unreasonably withheld or delayedpromptly deliver a copy to each of the Lenders), request (x) or by allowing one or more existing Lenders to increase their respective new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Commitments (each such increase, a “CI LenderRevolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, however provided that (i) at the time ofof each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and after giving effect tois continuing or would result therefrom (except, notwithstanding the Commitment Increaserequirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall have occurred be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which is continuingshall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be obligated to provide an Incremental Facility as a result of any such Commitment Increase request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall cause the total amount of the Commitments not be obligated to exceed GBP1,075,000,000fund any Incremental Facility, (iii) no any Lender may so provide an Incremental Facility without the consent of any other Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifIncremental Facilities shall be denominated in dollars, on (v) the effective date of such increase, any Loans Incremental Loan Commitment Requirements shall have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loanssatisfied, and (vvi) each CI Lender the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall execute be in a Notice minimum aggregate amount of Commitment Increase and deliver $5,000,000 (provided that such executed notice amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Administrative Agentcontrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap.

Increase in Commitments. (a) Subject The Company may, at any time after the Closing Date by notice to the terms and conditions set forth hereinAdministrative Agent, Apache shall have the right to cause from time to time propose an increase in the total L/C Tranche Commitments of the Lenders by up to GBP175,000,000 in the aggregate or RC Tranche Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by adding to this having a Lender increase its Commitment of the Four-Year Credit Agreement one applicable Class then in effect (each an “Increasing Lender”) or more additional financial institutions that are by having a Person which is not already Lenders then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder and that are consented to by (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (which consent shall not to be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”withheld); providedprovided that each Assuming Lender with a L/C Tranche Commitment shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, however that in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) at the time ofname of each Increasing Lender and/or Assuming Lender, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuingas applicable, (ii) no such Commitment Increase shall cause the total amount Class of the Commitments to exceed GBP1,075,000,000which is being increased, (iii) no Lender’s the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole Assuming Lender and absolute discretion), (iv) if, the date on the which such Commitment Increase is to be effective date (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such increase, any Loans have been funded, then Borrower notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice subject to the Administrative Agent.following additional conditions:

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache WIL shall have the right right, without the consent of the Lenders but with the prior approval of the Administrative Agent and the Issuing Bank (not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the aggregate Commitments of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented reasonably satisfactory to by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayedeach a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”)Commitments; provided, however provided that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuingand be continuing on the effective date of such Commitment Increase, (ii) no such Commitment Increase shall cause the total be in an amount of the Commitments to exceed GBP1,075,000,000less than $15,000,000, (iii) no such Commitment Increase shall cause the aggregate Commitments to exceed $500,000,000, (iv) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), ) and (ivv) if, on the effective date of such increaseCommitment Increase, any Loans have been funded, then Borrower the Borrowers shall be obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.

Increase in Commitments. (a) Subject to satisfaction of the terms and conditions set forth hereinin this Section 2.17, Apache the Borrower shall have the right to cause from time increase the aggregate amount of the Commitments (which may be in the form of an increase to time any existing Class of Commitments or Loans or the incurrence of a new Class of Commitments or Loans, including term loans) up to three (3) times by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments of among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Lenders by up Fees to GBP175,000,000 be paid for such increased Commitments. No Lender shall be obligated in the aggregate (any way whatsoever to increase its Commitment or provide a “Commitment Increase”) by adding new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender of a given Class becomes a party to this Agreement, or more additional financial institutions that are not already if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders hereunder and that are consented of such Class its applicable Commitment Percentage of such Class (determined with respect to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their Lenders’ respective Commitments (each a “CI Lender”); providedof such Class, however that (i) at the time ofas applicable, and after giving effect toto the increase of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment IncreasePercentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower or any Loans other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been fundedtrue and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, then Borrower shall be obligated to pay (y) payment of any breakage and all fees or costs required in connection with the reallocation of such outstanding Loans, increased Commitments and (vz) the Administrative Agent shall have received each CI Lender shall execute a Notice of Commitment Increase the following, in form and deliver such executed notice substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably request and (2) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. Each of the parties hereto hereby agrees that, upon the effectiveness of any incremental Commitments available pursuant to this Section 2.17, this Agreement shall be amended to the extent necessary to reflect the existence of such incremental Commitments and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Joinder Agreement”) may, notwithstanding anything else herein to the contrary, without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any incremental Commitment (or Loan) that is intended to be of the same Class as any other Commitment (or Loan) in existence on the date of effectiveness thereof to be of such same Class, as applicable).

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Company shall have the right to cause from time to time an increase right, so long as no Default shall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the Commitments consent of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld withheld), at any time prior to the Maturity Date, to increase the total aggregate amount of the Commitments hereunder by (a) adding a lender or delayedlenders hereto with a Commitment or Commitments of up to the amount (or aggregate amount) of such increase (which lender or by allowing one lenders shall thereupon become "Lenders" hereunder) and/or (b) enabling any Lender or more existing Lenders to increase their respective Commitments its (each a “CI Lender”)or their) Commitment (or Commitments) up to the amount of any such increase; provided, however that provided that: (i) at in no event shall any Lender's Commitment be increased without the time of, and after giving effect to, the Commitment Increase, no Event consent of Default shall have occurred which is continuingsuch Lender, (ii) if any Revolving Loans are outstanding hereunder on the date that any such increase is to be effective, the principal amount of any such Revolving Loans shall on or prior to the effectiveness of such increase, at the option of the Borrowers, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Lender in accordance with Section 2.14 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Lenders) or (B) be converted into Competitive Loans with the same terms (including, without limitation, interest rate) and maturity of such Revolving Loans, provided that the Competitive Loans into which such Revolving Loans are converted shall constitute a utilization of the Commitments, (iii) any such increase shall be in an integral multiple of $50,000,000, (iv) in no such Commitment Increase event shall cause any increase result in the total aggregate amount of the Commitments to exceed GBP1,075,000,000exceeding $1,250,000,000, (iiiv) no Lender’s increase in Commitments contemplated by this Section 2.18 shall result in any one Lender having a Commitment or Issuing Bank’s Letter in an amount which equals more than 20% of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date aggregate amount of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding LoansCommitments hereunder, and (vvi) each CI Lender no increase in Commitments shall execute occur within 12 months of a Notice of Commitment Increase and deliver such executed notice reduction in the Commitments pursuant to the Administrative AgentSection 2.07.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time request increases in the aggregate amount of the Commitments by providing written notice to time an the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the Lenders by up to GBP175,000,000 date it becomes a Lender hereunder (or in the aggregate case of an existing Lender, increases its Commitment) (and as a “Commitment Increase”condition thereto) by adding purchase from the other Lenders its Pro Rata Share (determined with respect to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Lenders’ relative Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect toto the increase of Commitments) of any outstanding Loans, by making available to the Commitment IncreaseAgent for the account of such other Lenders, no in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, existence on the effective date of such increase, increase or (y) any Loans representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been fundedtrue and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, then (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments and (c) the Borrower shall deliver, or cause to be obligated delivered, such modifications to any of the Security Documents, and endorsements to any title insurance polices relating to any of the Collateral Properties, in each case, as the Agent may request to evidence the increase of the aggregate amount of the Commitments, and in connection therewith, and the Borrower will pay any breakage and all stamp, intangible, registration, recordation and similar taxes, fees or costs charges which may be payable or determined to be payable in connection with the reallocation execution, delivery or recording of any such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice modifications to the Administrative AgentSecurity Documents, Lenders will cooperate reasonably with Borrower to structure the replacement of documents so as to minimize applicable taxes.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause The Borrower may at any time or from time to time an increase in after the Commitments of the Lenders Effective Date, by up notice to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent whereupon the Administrative Agent shall not be unreasonably withheld or delayedpromptly deliver a copy to each of the Lenders), request (x) or by allowing one or more existing Lenders to increase their respective new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Commitments (each such increase, a “CI LenderRevolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, however provided that (i) at the time ofof each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and after giving effect tois continuing or would result therefrom (except, notwithstanding the Commitment Increaserequirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall have occurred be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which is continuingshall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be Table of Contents obligated to provide an Incremental Facility as a result of any such Commitment Increase request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall cause the total amount of the Commitments not be obligated to exceed GBP1,075,000,000fund any Incremental Facility, (iii) no any Lender may so provide an Incremental Facility without the consent of any other Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifIncremental Facilities shall be denominated in dollars, on (v) the effective date of such increase, any Loans Incremental Loan Commitment Requirements shall have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loanssatisfied, and (vvi) each CI Lender the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall execute be in a Notice minimum aggregate amount of Commitment Increase and deliver $5,000,000 (provided that such executed notice amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Administrative Agentcontrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause The Borrower may at any time or from time to time an increase in after the Commitments of the Lenders Effective Date, by up notice to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent whereupon the Administrative Agent shall not be unreasonably withheld or delayedpromptly deliver a copy to each of the Lenders), request (x) or by allowing one or more existing Lenders to increase their respective new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Commitments (each such increase, a “CI LenderRevolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, however provided that (i) at the time ofof each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and after giving effect tois continuing or would result therefrom (except, notwithstanding the Commitment Increaserequirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall have occurred be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which is continuingshall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be obligated to provide an Incremental Facility as a result of any such Commitment Increase request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall cause the total amount of the Commitments not be obligated to exceed GBP1,075,000,000fund any Incremental Facility, (iii) no any Lender may so provide an Incremental Facility without the consent of any other Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifIncremental Facilities shall be denominated in dollars, on (v) the effective date of such increase, any Loans Incremental Loan Commitment Requirements shall have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loanssatisfied, and (vvi) each CI Lender the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall execute be in a Notice minimum aggregate amount of Commitment Increase and deliver $5,000,000 (provided that such executed notice amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Administrative Agentcontrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause The Borrower may at any time or from time to time an increase in after the Commitments of the Lenders Effective Date, by up notice to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent whereupon the Administrative Agent shall not be unreasonably withheld or delayedpromptly deliver a copy to each of the Lenders), request (x) or by allowing one or more existing Lenders to increase their respective new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Commitments (each such increase, a “CI LenderRevolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, however provided that (i) at the time ofof each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and after giving effect tois continuing or would result therefrom (except, notwithstanding the Commitment Increaserequirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall have occurred be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which is continuingshall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction)), (ii) no Lender shall be obligated to provide an Incremental Facility as a result of any such Commitment Increase request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall cause the total amount of the Commitments not be obligated to exceed GBP1,075,000,000fund any Incremental Facility, (iii) no any Lender may so provide an Incremental Facility without the consent of any other Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifIncremental Facilities shall be denominated in dollars, on (v) the effective date of such increase, any Loans Incremental Loan Commitment Requirements shall have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loanssatisfied, and (vvi) each CI Lender the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall execute be in a Notice minimum aggregate amount of Commitment Increase and deliver $5,000,000 (provided that such executed notice amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Administrative Agentcontrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 4.25:1.00, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap.

Increase in Commitments. (a) Subject to The Agent, with the terms and conditions set forth hereinconsent of the Company, Apache shall have the right to cause at any time and from time to time to increase the Total Revolving Credit Commitment hereunder by an increase in the Commitments of the Lenders by up amount which is less than or equal to GBP175,000,000 $30,000,000 in the aggregate by (a “i) requesting (which request may be agreed to or declined by such Lender in its sole discretion) that one or more Lenders increase its respective Revolving Credit Commitment Increase”or (ii) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each as a “CI Lender”); provided, however however, that (i) at each such financial institution shall be approved by the time of, Company and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause Agent. Such increase in the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Total Revolving Credit Commitment shall be increased without such effectuated pursuant to an agreement with an Increasing Lender or Additional Lender’s or such Issuing Bank’s, as applicable, prior written consent in form and substance satisfactory to the Company and the Agent pursuant to which (x) in the case of an Additional Lender, such Additional Lender shall undertake a Revolving Credit Commitment, which consent may Revolving Credit Commitment shall be given in an amount at least equal to $7,500,000 or withheld any integral multiple of $500,000 in such Lender’s or such Issuing Bank’s sole and absolute discretion)excess thereof, (ivy) ifin the case of an Increasing Lender, on the effective date of such increaseIncreasing Lender shall increase its Revolving Credit Commitment, any Loans have been funded, then Borrower which increase in its Revolving Credit Commitment shall be obligated at least equal to pay any breakage fees $5,000,000 or costs in connection with the reallocation integral multiple of such outstanding Loans$500,000 in excess thereof, and (vz) in each CI case, such Person shall agree to be bound as a Lender under the terms and conditions of this Agreement and the other Loan Documents. Upon the effectiveness of any such agreement and its acknowledgement by the Company and the Agent (the date of any such effectiveness and acknowledgement, an "Increased Commitment Date"), such Additional Lender shall execute thereupon become a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent."

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time request increases in the aggregate amount of the Commitments by providing written notice to time an the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the Lenders by up to GBP175,000,000 date it becomes a Lender hereunder (or in the aggregate case of an existing Lender, increases its Commitment) (and as a “condition thereto) purchase from the other Lenders its Commitment Increase”) by adding Percentage (determined with respect to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Lenders’ relative Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect toto the increase of Commitments) of any outstanding Loans, by making available to the Commitment IncreaseAgent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall will be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, existence on the effective date of such increase, (y) unless the Borrower can demonstrate to the reasonable satisfaction of the Agent that, after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (z) if any Loans representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been funded, then true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall be obligated to pay make appropriate arrangements so that each new Lender, and any breakage fees existing Lender increasing its Commitment, receives a new or costs replacement Note, as appropriate, in connection with the reallocation amount of such outstanding Loans, and (v) each CI Lender shall execute a Notice Lender’s Commitment at the time of Commitment Increase and deliver such executed notice to the Administrative Agenteffectiveness of the applicable increase in the aggregate amount of Commitments.

Increase in Commitments. The Borrower may, at its option, at any time or from time to time prior to the Termination Date, increase the Total Commitments by up to $100,000,000 (the “Commitment Increase”) to an aggregate principal amount not to exceed $600,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. (i)Section 3.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth hereinin Section 3.4(a), Apache shall have agrees to issue letters of credit (“Letters of Credit”), not to exceed in the right to cause aggregate such Issuing Lender’s Letter of Credit Commitment, for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or joint ventures) on any Business Day during the Commitment Period in such customary form as may be approved from time to time an increase in the Commitments of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent respective Issuing Lender; provided that the Issuing Lender shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders have no obligation to increase their respective Commitments (each a “CI Lender”); providedissue any Letter of Credit if, however that after giving effect to such issuance, (i) at (A) the time ofL/C Obligations would exceed the L/C Commitment, or (B) such Issuing Lender’s Percentage Interest of L/C Obligations when aggregated with such Issuing Lender’s Percentage Interest of outstanding Revolving Loans and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuingsuch Issuing Lender’s Percentage Interest in Swingline Loans would exceed such Issuing Lender’s Commitment, (ii) no such Commitment Increase shall cause the total aggregate amount of the Available Commitments to exceed GBP1,075,000,000would be less than zero, or (iii) no Lender’s Commitment or Issuing Bank’s the Borrowing Base Availability would be less than zero. 6 la-1290464 The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment shall be increased without such Lender’s or of any Issuing Lender with the consent of such Issuing Bank’sLender; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Lender if, as applicableafter giving effect of such reduction, prior written consent the conditions set forth in clauses (which consent may i)- (iii) above shall not be given satisfied. The Borrower may, at any time and from time to time, reallocate the Letter of Credit Commitment by reducing the Letter of Credit Commitment of one or withheld in more Issuing Lenders and increasing the Letter of Credit Commitment of one or more other Issuing Lenders, provided that (a) each affected Issuing Lender consents to such Lender’s or such Issuing Bank’s sole and absolute discretion)reallocation, (ivb) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed provides written notice to the Administrative Agent and (c) the aggregate of the total Letter of Credit Commitment does not increase or decrease. Each Letter of Credit shall (A) be denominated in Dollars and (B) expire no later than the earlier of (x) the second anniversary of its date of issuance and (y) the date that is 364 days after the Termination Date, provided (I) that any Letter of Credit with up to a two-year term may provide for the renewal thereof for up to an additional two-year period (which shall in no event extend beyond the date referred to in clause (y) above) and (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or joint venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture. The letters of credit issued under the Original Credit Agreement set forth on Schedule 3.1 (collectively, the “Existing LCs”) shall be continued from the Original Credit Agreement under this Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued under this Agreement, and Borrower shall execute such acknowledgments and agreements as Administrative Agent my reasonably request to evidence the foregoing. Each Lender from time to time party hereto, including each Lender which was not a lender under the Original Credit Agreement, each as an L/C Participant hereunder, hereby irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender under the Existing LCs, on the terms and conditions set forth in Section 3.4 below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Percentage Interest in the Issuing Lender’s obligations and rights under and in respect of each Existing LCs and the amount of each draft paid by the Issuing Lender thereunder. (j) Section 10.2 of the Credit Agreement is hereby amended by modifying the Administrative Agent’s address for notices to read as follows: JPMorgan Chase Bank, N.A. Wholesale Loan Operations Floor 03, Ops 2, 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, Delaware 19713 Telephone: _____________________ Email: _________________________ 7 la-1290464 With a copy to: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: 000-000-0000 Email: xxxxxx@xxxx.xxx (k)Section 10.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 10.10

Increase in Commitments. (a) Subject to the terms and conditions set forth hereinThe Borrower may, Apache shall have the right to cause at its option, at any time or from time to time an prior to the Termination Date, increase in the Total Commitments of the Lenders by up to GBP175,000,000 in the aggregate (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $250,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by adding requesting that existing Lenders or new lenders commit to this Agreement one any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or more additional financial institutions that are not Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already Lenders hereunder qualified by materiality or reference to Material Adverse Effect, such representation shall be true and that are consented to by correct in all respects and (C) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld withheld. The Borrower shall be entitled to pay upfront or delayed) or by allowing one or more existing Lenders other fees to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at such lenders who extend credit pursuant to this Section 2.21 as the time of, Borrower and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such lenders may agree. Each Commitment Increase shall cause become effective on the total amount of date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Commitments Administrative Agent no less than ten (10) Business Days prior to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any Loans have been funded, then Borrower shall be obligated to pay part of any breakage fees or costs such increase in connection with the reallocation of such outstanding Loans, and Commitments (va “New Lender”) each CI Lender shall execute a Notice New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Commitment Increase Exhibit E, whereupon such New Lender shall become a Lender for all purposes and deliver such executed notice to the Administrative Agentsame extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the terms and conditions of the Revolving Loans and Commitments.

Increase in Commitments. For a period of 90 days following the Closing Date, the Arranger (ain consultation with the Documentation Agent) Subject to and the terms and conditions set forth herein, Apache Company shall have the right to cause from time solicit additional financial institutions to time an become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment, provided that (i) each financial institution that becomes a Lender shall agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (ii) the Administrative Agent shall not have any obligation to the Borrowers or to any Lender to solicit additional financial institutions or any increase in the Commitments Commitment of any Lender pursuant to this Section 2.01(b); (iii) no Lender shall have an obligation to the Borrowers, the Agents or any other Lender to increase its Commitment or its Ratable Share; and (iv) in no event shall the addition of any Lender or Lenders by up to GBP175,000,000 or the increase in the aggregate (a “Commitment Increase”of any Lender increase the Commitments to an amount greater than $130,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1.01(B) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to shall be amended by the Administrative Agent (which consent shall not be unreasonably withheld and the Borrowers to reflect such addition or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, and the Administrative Agent shall deliver to the Lenders and the Company a copy of revised Schedule 1.01(B). If, at any time that the Commitments are increased pursuant to this Section 2.01(b), there are Revolving Credit Loans have been fundedthen outstanding, then Borrower each new Lender, and each existing Lender that has increased its Commitment, shall be obligated purchase Revolving Credit Loans from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Credit Loans from each Lender shall equal such Lender's respective Ratable Share, as modified to give effect to such increase, multiplied by the aggregate amount of Revolving Credit Loans outstanding from all Lenders. To the extent that any outstanding Revolving Credit Loans bear interest at the Euro-Rate Option, the Borrowers shall pay any breakage fees or additional costs described in connection with the reallocation of such outstanding Loans, and (vSection 4.06(b) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agentincurred by any Lender.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time request increases in the aggregate amount of the Commitments within twenty four months following the Agreement Date by providing written notice to time an the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $650,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the Lenders by up to GBP175,000,000 date it becomes a Lender hereunder (or in the aggregate case of an existing Lender, increases its Commitment) (and as a “Commitment Increase”condition thereto) by adding purchase from the other Lenders its Pro Rata Share (determined with respect to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Lenders' relative Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect toto the increase of Commitments) of any outstanding Loans, by making available to the Commitment IncreaseAgent for the account of such other Lenders, no in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, existence on the effective date of such increase, increase or would occur after giving effect to such increase or (y) any Loans representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been funded, then true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall be obligated to pay make appropriate arrangements so that each new Lender, and any breakage fees existing Lender increasing its Commitment, receives a new or costs replacement Note, as appropriate, in connection with the reallocation amount of such outstanding Loans, and (v) each CI Lender shall execute a Notice Lender's Commitment at the time of Commitment Increase and deliver such executed notice to the Administrative Agenteffectiveness of the applicable increase in the aggregate amount of Commitments.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause from time to time an increase in the Commitments prior written consent of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent may be contingent on effectuating certain amendments to this Agreement and the other Loan Documents applicable to some or all of the Loans, which amendments shall be in form and substance reasonably acceptable to the Administrative Agent), the Borrowers shall have the right to request an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, either from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the same, or as and to the extent required by the Administrative Agent and applicable Lenders, different terms and conditions from the existing Delay Draw Commitments) provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (iii) the identity of any such new Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifany such new Lender assumes all of the rights and obligations of a “Lender” hereunder, on (v) the effective date of such increase, any Loans procedures and requirements described in Section 2.08 have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loanssatisfied, and (vvi) each CI Lender the Borrowers shall execute a Notice of Commitment Increase and deliver such executed notice have paid to the Administrative AgentAgent and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Delay Draw Commitment hereunder at any time.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time request increases in the aggregate amount of the Commitments by providing written notice to time an the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $455,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the Lenders by up to GBP175,000,000 date it becomes a Lender hereunder (or in the aggregate case of an existing Lender, increases its Commitment) (and as a “Commitment Increase”condition thereto) by adding purchase from the other Lenders its Pro Rata Share (determined with respect to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Lenders’ relative Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect toto the increase of Commitments) of any outstanding Loans, by making available to the Commitment IncreaseAgent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall will be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, existence on the effective date of such increase, (y) unless the Borrower can demonstrate to the reasonable satisfaction of the Agent that, after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (z) if any Loans representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been funded, then true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall be obligated to pay make appropriate arrangements so that each new Lender, and any breakage fees existing Lender increasing its Commitment, receives a new or costs replacement Note, as appropriate, in connection with the reallocation amount of such outstanding Loans, and (v) each CI Lender shall execute a Notice Lender’s Commitment at the time of Commitment Increase and deliver such executed notice to the Administrative Agenteffectiveness of the applicable increase in the aggregate amount of Commitments.

Increase in Commitments. (a) Subject to the terms Borrower may, at its option, at any time and conditions set forth herein, Apache shall have the right to cause from time to time an prior to the Termination Date, increase in the Total Commitments up to a maximum aggregate principal amount not to exceed $1,200,000,000 by requesting the existing Lenders or new lenders to commit to any such increase, provided that, (a) no Lender shall be required to commit to any such increase; (b) no such increase shall become effective unless at the time thereof and after giving effect thereto (i) no Default or Event of Default shall have occurred and be continuing, (ii) each of the Lenders representations and warranties made by up any Loan Party in or pursuant to GBP175,000,000 the Loan Documents shall be true and correct in all material respects, except to the aggregate extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time, provided, that, to the extent any such representation and warranty is already qualified by materiality or by reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (iii) Administrative Agent shall have received a “Commitment Increase”certificate from Borrower to the effect of (i) by adding and (ii) of clause (b); and (c) no new lender shall become a Lender pursuant to this Agreement one or more additional financial institutions that are not already Lenders hereunder Section 2.21 unless such lender is an Eligible Assignee and that are consented to by the Administrative Agent (shall have given its prior written consent, which consent shall not be unreasonably withheld withheld. Borrower shall be entitled to pay upfront or delayed) or by allowing one or more existing Lenders other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of in the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, become effective on the date (the “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than five (5) Business Days prior to effective date of such increase, notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation part of such outstanding Loans, and increase in the Commitments (va “New Lender”) each CI Lender shall execute a Notice New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Commitment Increase Exhibit E, whereupon such New Lender shall become a Lender for all purposes and deliver such executed notice to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Company shall have the right to cause from time to time an increase right, so long as no Default shall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the Commitments consent of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld withheld), at any time prior to the Maturity Date, to increase the total aggregate amount of the Commitments hereunder by (a) adding a lender or delayedlenders hereto with a Commitment or Commitments of up to the amount (or aggregate amount) of such increase (which lender or by allowing one lenders shall thereupon become "Lenders" hereunder) and/or (b) enabling any Lender or more existing Lenders to increase their respective Commitments its (each a “CI Lender”)or their) Commitment (or Commitments) up to the amount of any such increase; provided, however that provided that: (i) at in no event shall any Lender's Commitment be increased without the time of, and after giving effect to, the Commitment Increase, no Event consent of Default shall have occurred which is continuingsuch Lender, (ii) if any Revolving Loans are outstanding hereunder on the date that any such increase is to be effective, the principal amount of any such Revolving Loans shall on or prior to the effectiveness of such increase, at the option of the Borrowers, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Lender in accordance with Section 2.14 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Lenders) or (B) be converted into Competitive Loans with the same terms (including, without limitation, interest rate) and maturity of such Revolving Loans, provided that the Competitive Loans into which such Revolving Loans are converted shall constitute a utilization of the Commitments, (iii) any such increase shall be in an integral multiple of $50,000,000, (iv) in no such Commitment Increase event shall cause any increase result in the total aggregate amount of the Commitments to exceed GBP1,075,000,000exceeding $1,250,000,000, (iiiv) no Lender’s increase in Commitments contemplated by this Section 2.19 shall result in any one Lender having a Commitment or Issuing Bank’s Letter in an amount which equals more than 20% of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date aggregate amount of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding LoansCommitments hereunder, and (vvi) each CI Lender no increase in Commitments shall execute occur within 12 months of a Notice of Commitment Increase and deliver such executed notice reduction in the Commitments pursuant to the Administrative AgentSection 2.07.

Increase in Commitments. (a) Subject to the terms and conditions set forth hereinThe Borrower may, Apache shall have the right to cause at its option, at any time or from time to time an prior to the Termination Date, increase in the Total Commitments of the Lenders by up to GBP175,000,000 in $100,000,000 (the aggregate (a “Commitment Increase”) to an aggregate principal amount not to exceed $880,000,000 by adding requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Agreement one or more additional financial institutions that are not already Lenders hereunder Section 2.21 unless such lender is an Eligible Assignee and that are consented to by the Administrative Agent (shall have given its prior written consent, which consent shall not be unreasonably withheld withheld. Borrower shall be entitled to pay upfront or delayed) or by allowing one or more existing Lenders other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Any increase their respective in the Total Commitments shall be a Class A Commitment. Such increases in the Commitments shall become effective on the date (each a such date, an “CI LenderIncreased Facility Closing Date”); provided, however that ) specified in an activation notice delivered to Administrative Agent no less than ten (i10) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments Business Days prior to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increasenotice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, any a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of EurodollarTerm Benchmark Loans, of each Eurodollar Tranche) which would then have been fundedoutstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, then Borrower shall be obligated to pay any breakage fees or costs and, if applicable in connection with the reallocation of such outstanding Loansincreased Commitments, and (v) each CI Lender Borrower shall execute a Notice of Commitment Increase and deliver such executed notice pay all amounts due under Section 2.17. The Eurodollar BaseTerm Benchmark Rate applicable to any EurodollarTerm Benchmark Loan borrowed pursuant to the Administrative Agentpreceding sentence shall equal the rate then applicable to the EurodollarTerm Benchmark Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

Increase in Commitments. (ai) Subject At any time prior to the terms Revolving Maturity Date, the Borrowers may effectuate up to three separate increases in the aggregate Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and conditions to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Applicable Administrative Agent and the Applicable Issuing Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Revolving Commitment, Canadian Commitment or Term B Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such bank or financial institution (an “Additional Lender”), to become a party to this Agreement; provided, however, that (A) the aggregate Canadian Commitments shall not at any time exceed $50,000,000, (B) other than as set forth hereinin clause (C) below, Apache each Commitment Increase shall have be of at least $50,000,000, (C) each Commitment Increase which only increases the right aggregate Canadian Commitments shall be of at least $10,000,000, (D) the aggregate amount of all Commitment Increases shall not exceed $150,000,000, and (E) all Commitments and Advances provided pursuant to cause from time a Commitment Increase shall be available on the same terms as those applicable to time an increase the existing Commitments and Advances. The sum of the increases in the Commitments of the Increasing Lenders by up plus the Commitments of the Additional Lenders upon giving effect to GBP175,000,000 a Commitment Increase shall not, in the aggregate (a “aggregate, exceed the amount of such Commitment Increase”) by adding . The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented clause (f) to by the Administrative Agent (which consent Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be unreasonably withheld construed to create any obligation on any of the Administrative Agents or delayed) or by allowing one or more existing any of the Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments advance or to exceed GBP1,075,000,000, (iii) no Lender’s Commitment commit to advance any credit to any Borrower or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s to arrange for any other Person to advance or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, to commit to advance any Loans have been funded, then Borrower shall be obligated credit to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative AgentBorrower.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time increase the aggregate amount of the Commitments up to time three (3) times by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments of among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Lenders by up Fees to GBP175,000,000 be paid for such increased Commitments. No Lender shall be obligated in the aggregate (any way whatsoever to increase its Commitment or provide a “Commitment Increase”) by adding new Commitment, and any new Lender becoming a party to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by in connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Administrative Agent (which consent Term Loan Commitments of a given Class, the applicable Term Loan Availability Period for such Class shall not be unreasonably withheld apply to such increased Term Loan Commitments. If a new Lender of a given Class becomes a party to this Agreement, or delayedif any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) or by allowing one or more existing (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (determined with respect to increase their the Lenders’ respective Commitments (each a “CI Lender”); providedof such Class, however that (i) at the time ofas applicable, and after giving effect toto the increase of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment IncreasePercentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower or any Loans other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been fundedtrue and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, then Borrower shall be obligated to pay (y) payment of any breakage and all fees or costs required in connection with the reallocation of such outstanding Loans, increased Commitments and (vz) the Administrative Agent shall have received each CI Lender shall execute a Notice of Commitment Increase the following, in form and deliver such executed notice substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Xxxxxx’s applicable Class of Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

Increase in Commitments. (a) Subject At any time on or after the date hereof and prior to the terms and conditions set forth hereinsecond anniversary of the Amendment Effective Date, Apache the Borrower shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one right, so long as no Default or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is and be continuing, (ii) no such Commitment Increase shall cause in each case with the prior written consent of the Required Class A Lenders and the Required Class B Lenders, to increase the total aggregate amount of the Commitments hereunder by adding a new class of Commitments and (i) enabling any Lender or Lenders to exceed GBP1,075,000,000increase its (or their) Commitment (or Commitments) by adding Commitments of such new class up to the amount of any such increase and/or (ii) subject to clause (b) below, adding a lender or lenders hereto (iiithe identity of which shall be subject to the consent of the Borrower and the Administrative Agent, which consent will not be unreasonably withheld) with a Commitment or Commitments of such class of up to the amount (or aggregate amount) of such increase (which lender or lenders shall become “Lenders” hereunder); provided that: (A) in no event shall any Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without the consent of such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (ivB) ifany such increase shall be in an integral multiple of $5,000,000, on (C) in no event shall any increase result in the effective date total aggregate amount of such increase, the Commitments (without giving effect to any Loans have been funded, then prior reduction or termination thereof) exceeding $275,350,000 and (D) the Borrower shall be obligated to pay any breakage fees fee payable to a new Lender or costs in connection a Lender increasing its Commitment, and reasonable and documented disbursements and other charges of counsel associated with the reallocation increase in the amount of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative AgentCommitments.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time increase the aggregate amount of the Commitments up to time three (3) times by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments of among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Lenders by up Fees to GBP175,000,000 be paid for such increased Commitments. No Lender shall be obligated in the aggregate (any way whatsoever to increase its Commitment or provide a “Commitment Increase”) by adding new Commitment, and any new Lender becoming a party to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by in connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Administrative Agent (which consent Term Loan Commitments of a given Class, the applicable Term Loan Availability Period for such Class shall not be unreasonably withheld apply to such increased Term Loan Commitments. If a new Lender of a given Class becomes a party to this Agreement, or delayedif any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) or by allowing one or more existing (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (determined with respect to increase their the Lenders’ respective Commitments (each a “CI Lender”); providedof such Class, however that (i) at the time ofas applicable, and after giving effect toto the increase of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment IncreasePercentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower or any Loans other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been fundedtrue and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, then Borrower shall be obligated to pay (y) payment of any breakage and all fees or costs required in connection with the reallocation of such outstanding Loans, increased Commitments and (vz) the Administrative Agent shall have received each CI Lender shall execute a Notice of Commitment Increase the following, in form and deliver such executed notice substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right to cause from time request increases in the aggregate amount of the Commitments by providing written notice to time an the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $300,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the Lenders by up to GBP175,000,000 date it becomes a Lender hereunder (or in the aggregate case of an existing Lender, increases its Commitment) (and as a “condition thereto) purchase from the other Lenders its Commitment Increase”) by adding Percentage (determined with respect to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Lenders' relative Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect toto the increase of Commitments) of any outstanding Loans, by making available to the Commitment IncreaseAgent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall will be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, existence on the effective date of such increase, (y) unless the Borrower can demonstrate to the reasonable satisfaction of the Agent that, after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (z) if any Loans representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been funded, then true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall be obligated to pay make appropriate arrangements so that each new Lender, and any breakage fees existing Lender increasing its Commitment, receives a new or costs replacement Note, as appropriate, in connection with the reallocation amount of such outstanding Loans, and (v) each CI Lender shall execute a Notice Lender's Commitment at the time of Commitment Increase and deliver such executed notice to the Administrative Agenteffectiveness of the applicable increase in the aggregate amount of Commitments.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache the Borrowers shall have the right right, without the consent of the Lenders but with the prior approval of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the Aggregate Commitments of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented reasonably satisfactory to by the Administrative Agent and each Issuing Bank (which consent shall not be unreasonably withheld or delayedeach, an “Additional Lender”) or by allowing one or more existing Lenders to increase their respective Commitments (each a each, an “CI Increasing Lender”); provided, however provided that (i) at the time of, and after giving effect to, the Commitment Increase, no Default or Event of Default shall have occurred which is continuingand be continuing on the effective date of any Commitment Increase, (ii) each Commitment Increase shall be in an amount that is not less than $25,000,000, (iii) no such Commitment Increase shall cause the total amount of the Aggregate Commitments to exceed GBP1,075,000,000$2,250,000,000, (iiiiv) the Commitment of each Additional Lender after giving effect to any proposed Commitment Increase shall not be less than $10,000,000, (v) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), and (ivvi) if, on the effective date of such increaseany Commitment Increase, any Eurocurrency Loans have been funded, then Borrower the Borrowers shall be obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative AgentEurocurrency Loans in accordance with Section 2.13.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein. The Borrower may, Apache shall have the right to cause at its option, at any time or from time to time an prior to the Termination Date, increase in the Total Commitments of the Lenders by up to GBP175,000,000 in $417,500,000455,000,000 (the aggregate (a “Commitment Increase”) to an aggregate principal amount not to exceed $1,252,500,0001,365,000,000 by adding requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Agreement one or more additional financial institutions that are not already Lenders hereunder Section 2.21 unless such lender is an Eligible Assignee and that are consented to by the Administrative Agent (shall have given its prior written consent, which consent shall not be unreasonably withheld withheld. Borrower shall be entitled to pay upfront or delayed) or by allowing one or more existing Lenders other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Any increase their respective in the Total Commitments shall be a Class A Commitment. Such increases in the Commitments shall become effective on the date (each a such date, an “CI LenderIncreased Facility Closing Date”); provided, however that ) specified in an activation notice delivered to Administrative Agent no less than ten (i10) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments Business Days prior to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increasenotice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, any a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Term Benchmark Loans, of each Tranche) which would then have been fundedoutstanding from such Lender if (x) each such Type or Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Tranche requested to be so borrowed or effected had been proportionately increased, then Borrower shall be obligated to pay any breakage fees or costs and, if applicable in connection with the reallocation of such outstanding Loansincreased Commitments, and (v) each CI Lender Borrower shall execute a Notice of Commitment Increase and deliver such executed notice pay all amounts due under Section 2.17. The Term Benchmark Rate applicable to any Term Benchmark Loan borrowed pursuant to the Administrative Agentpreceding sentence shall equal the rate then applicable to the Term Benchmark Loans of the other Lenders in the same Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache The Borrower shall have the right at any time prior to cause from time the date that is 30 days prior to time the Maturity Date to increase the Aggregate Commitments hereunder by an increase in the Commitments of the Lenders by up to GBP175,000,000 in the aggregate amount (a “Commitment Increase”for all such requests) not exceeding $50,000,000 by adding to this Reimbursement and Pledge Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by other Eligible Assignees (which may include any existing Lender, with the consent of such Lender in its sole discretion) (each such bank, a “Supplemental Lender”) with the approval of (x) the Administrative Agent Agent; unless such Supplemental Lender is a Lender or an Affiliate of a Lender (which consent approval shall not be unreasonably withheld or delayed) and (y) the Fronting Bank (which approval shall not be unreasonably withheld or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”delayed); provided, however provided that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default each Supplemental Lender shall have occurred entered into an agreement pursuant to which such Supplemental Lender shall undertake a Commitment (or, if such Supplemental Lender is continuingan existing Lender, pursuant to which its Commitment shall be increased), (ii) no such Commitment Increase of any Supplemental Lender that is not an existing Lender shall cause the total be in an amount of the Commitments to exceed GBP1,075,000,000at least $10,000,000, (iii) no Lender’s such Commitment or Issuing Bank’s Letter (together with the increased Commitment(s) of Credit Commitment all other Supplemental Lenders being provided at such time) shall be increased without such Lender’s or such Issuing Bank’sin an aggregate amount of at least $10,000,000, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifif such Supplemental Lender will need to be a Participating Bank, the Fronting Bank shall have agreed to front for such Supplemental Lender under Several Letters of Credit on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice terms satisfactory to the Administrative AgentFronting Bank.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache Borrower shall have the right right, without the consent of the Lenders, the Agent or the L/C Issuer, to cause from time to time an increase in the Aggregate Commitments not to exceed the Borrowing Base in effect on, or determined as of, the date Borrower requests to be the effective date of the Lenders by up to GBP175,000,000 in the aggregate such increase (each, a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions or other lenders that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld subject to the same consents required under Section 11.06(b)(iii) as if such financial institution or delayedother lender was a proposed assignee thereunder) (each a “CI Lender”), or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”)Commitments; provided, however however, that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Aggregate Commitments to exceed GBP1,075,000,000the Maximum Facility Amount, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), ) and (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs amounts due under Section 3.05 in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.

Increase in Commitments. (a) Subject Request for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the terms and conditions set forth hereinAgent (which shall promptly notify the Lenders), Apache shall have the right to cause Lead Borrower may from time to time time, request an increase in the Aggregate Commitments (or, solely to the extent set forth in Section 2.15(f) below, provide commitments under a new facility constituting a FILO Tranche) by an amount (for all such requests) not exceeding (x) $30,000,00050,000,000 plus (y) an amount equal to the aggregate principal amount of all permanent commitment reductions of the Lenders Aggregate Commitments after the Third Amendment Effective Date plus (z) as of the applicable date of determination, the amount as of such date by up which the Borrowing Base exceeds Aggregate Commitments on such date; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 (or such lesser amount as to GBP175,000,000 which the Agent may agree in writing), and (ii) the aggregate Lead Borrower may make a maximum of three (a “Commitment Increase”3) by adding such requests. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the Persons to this Agreement one or more additional financial institutions that are not already Lenders hereunder whom such requested increase is to be made (and that are consented if to any then existing Lender, such request shall be made pro rata to all existing Lenders) and the time period within which each such Person is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Persons). Any Person so designated by the Administrative Agent Lead Borrower which is not then a Lender shall be subject to the approval of the Agent, the L/C Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld withheld, delayed or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”conditioned); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.

Increase in Commitments. (a) Subject to the terms and conditions set forth hereinThe Borrower may, Apache shall have the right to cause at its option, at any time or from time to time an prior to the Termination Date, increase in the Total Commitments of the Lenders by up to GBP175,000,000 in $100,000,000417,500,000 (the aggregate (a “Commitment Increase”) to an aggregate principal amount not to exceed $880,000,0001,252,500,000 by adding requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Agreement one or more additional financial institutions that are not already Lenders hereunder Section 2.21 unless such lender is an Eligible Assignee and that are consented to by the Administrative Agent (shall have given its prior written consent, which consent shall not be unreasonably withheld withheld. Borrower shall be entitled to pay upfront or delayed) or by allowing one or more existing Lenders other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Any increase their respective in the Total Commitments shall be a Class A Commitment. Such increases in the Commitments shall become effective on the date (each a such date, an “CI LenderIncreased Facility Closing Date”); provided, however that ) specified in an activation notice delivered to Administrative Agent no less than ten (i10) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments Business Days prior to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increasenotice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, any a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Term Benchmark Loans, of each Tranche) which would then have been fundedoutstanding from such Lender if (x) each such Type or Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Tranche requested to be so borrowed or effected had been proportionately increased, then Borrower shall be obligated to pay any breakage fees or costs and, if applicable in connection with the reallocation of such outstanding Loansincreased Commitments, and (v) each CI Lender Borrower shall execute a Notice of Commitment Increase and deliver such executed notice pay all amounts due under Section 2.17. The Term Benchmark Rate applicable to any Term Benchmark Loan borrowed pursuant to the Administrative Agentpreceding sentence shall equal the rate then applicable to the Term Benchmark Loans of the other Lenders in the same Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache WIL shall have the right right, without the consent of the Lenders but with the prior approval of the Administrative Agent and the Issuing Bank (not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the aggregate Commitments of the Lenders by up to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented reasonably satisfactory to by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayedeach a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”)Commitments; provided, however provided that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuingand be continuing on the effective date of such Commitment Increase, (ii) no such Commitment Increase shall cause the total be in an amount of the Commitments to exceed GBP1,075,000,000less than $15,000,000, (iii) no such Commitment Increase shall cause the aggregate Commitments to exceed $1,500,000,000, (iv) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), ) and (ivv) if, on the effective date of such increaseCommitment Increase, any Loans have been funded, then Borrower the Borrowers shall be obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.

Increase in Commitments. (ai) Subject The Borrower may, by written notice to the terms and conditions set forth herein, Apache shall have the right to cause Agent from time to time after the Closing Date, request that the aggregate Commitments be increased by an amount not to exceed the Incremental Commitment Amount at such time by delivering a request to the Agent, who shall deliver a copy thereof to each Lender. Such notice shall set forth (A) the amount of the requested increase in the aggregate Commitments (which shall be in minimum increments of U.S.$1,000,000 and a minimum amount of U.S.$5,000,000 or equal to the remaining Incremental Commitment Amount), (B) the date on which such increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and (C) the Lenders who have agreed to increase their Commitment by all or a portion of the Lenders by up to GBP175,000,000 in the aggregate offered amount (a each Lender so agreeing being an “Commitment IncreaseIncreasing Lender”) by adding to this Agreement or one or more additional financial institutions banks or other entities who have agreed to extend the Commitment by all or a portion of the offered amount (any such bank or other entity referred to in this clause (c) being called an “Augmenting Lender” and, together with the Increasing Lenders, the “Incremental Lenders”) in an aggregate amount equal to the unsubscribed amount; provided that are not already Lenders hereunder and that are consented each Augmenting Lender shall be subject to by the Administrative approval of the Agent (which consent approval shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to ). Any increase their respective in the aggregate Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred may be made in an amount which is continuingless than the increase requested by the Borrower if the Borrower is unable to arrange for, (ii) no such Commitment Increase shall cause the total amount of the Commitments or chooses not to exceed GBP1,075,000,000arrange for, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative AgentIncremental Lenders.

Increase in Commitments. (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause The Borrower may at any time or from time to time an increase in after the Commitments of the Lenders Effective Date, by up notice to GBP175,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent whereupon the Administrative Agent shall not be unreasonably withheld or delayedpromptly deliver a copy to each of the Lenders), request (x) or by allowing one or more existing Lenders to increase their respective new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Commitments (each such increase, a “CI LenderRevolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”); provided, however provided that (i) at the time ofof each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and after giving effect tois continuing or would result therefrom (except, notwithstanding the Commitment Increaserequirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall have occurred be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which is continuingshall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction)), (ii) no Lender shall be obligated to provide an Incremental Facility as a result of any such Commitment Increase request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall cause the total amount of the Commitments not be 66 59562397_5 LEGAL_US_E # 113892680.8124105178.14 obligated to exceed GBP1,075,000,000fund any Incremental Facility, (iii) no any Lender may so provide an Incremental Facility without the consent of any other Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) ifIncremental Facilities shall be denominated in dollars, on (v) the effective date of such increase, any Loans Incremental Loan Commitment Requirements shall have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loanssatisfied, and (vvi) each CI Lender the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall execute be in a Notice minimum aggregate amount of Commitment Increase and deliver $5,000,000 (provided that such executed notice amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Administrative Agentcontrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.24.25:1.00 below the First Lien Net Leverage Ratio on the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in the case of any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap.