Form of Request for Approval of Extension of Maturity Date and Amendment February 18, 2008
Exhibit 10.2
Form of
Request for Approval of Extension of Maturity Date and Amendment
Request for Approval of Extension of Maturity Date and Amendment
February 18, 2008
VIA INTRALINKS
Re: Apache Corporation 2005 Global Credit Facility
Ladies and Gentlemen:
Reference is made to (i) that certain Credit Agreement [U.S. Credit Agreement], dated as of
May 12, 2005 (together with all amendments, if any, from time to time made thereto, the “U.S.
Credit Agreement”), among Apache Corporation (the “U.S. Borrower”), the lenders party
thereto (the “U.S. Lenders”), JPMorgan Chase Bank, N.A., as Global Administrative Agent
(the “Global Administrative Agent”), and the other agents party thereto; (ii) that certain
Credit Agreement [Australian Credit Agreement], dated as of May 12, 2005 (together with all
amendments, if any, from time to time made thereto, the “Australian Credit Agreement”),
among Apache Energy Limited (the “Australian Borrower”), the Australian Lenders party
thereto, the Global Administrative Agent, Citisecurities Limited, as Australian Administrative
Agent (the “Australian Administrative Agent”), and the other agents party thereto; and
(iii) that certain Credit Agreement [Canadian Credit Agreement], dated as of May 12, 2005 (together
with all amendments, if any, from time to time made thereto, the “Canadian Credit
Agreement” and, together with the U.S. Credit Agreement and the Australian Credit Agreement,
the “Combined Credit Agreements”), among Apache Canada Ltd. (the “Canadian
Borrower”), the Canadian Lenders party thereto, the Global Administrative Agent, Royal Bank of
Canada, as Canadian Administrative Agent (the “Canadian Administrative Agent”), and the
other agents party thereto. Terms defined in the U.S. Credit Agreement are used herein with the
same meanings.
I. Extension of the Global Credit Facility
In the February 18, 2008 Annual Certificate of Extension delivered to the Global
Administrative Agent, the Australian Administrative Agent and the Canadian Administrative Agent
which is attached hereto as Exhibit A, Borrower requested pursuant to Section 2.6 of each
of the U.S. Credit Agreement, the Australian Credit Agreement and the Canadian Credit Agreement,
respectively, the extension of the Maturity Date, and concomitantly the total “Commitments” (as
defined under each of the Combined Credit Agreements), under each of the U.S. Credit Agreement, the
Australian Credit Agreement and the Canadian Credit Agreement, respectively, from May 12, 2012 to
May 12, 2013. Each of the U.S. Borrower, the Australian
Borrower and the Canadian Borrower hereby certify that no Event of Default has occurred and is
continuing under the Combined Credit Agreements.
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 2
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 2
This letter is to confirm that the Combined Lenders hereby agree to the extension of the
Maturity Date under each of the Combined Credit Agreements and the related “Commitments” of the
Combined Lenders from May 12, 2012 to May 12, 2013.
II. Amendment of the Global Credit Facility
The U.S. Borrower, the Australian Borrower, the Canadian Borrower, the Global Administrative
Agent, the Australian Administrative Agent, the Canadian Administrative Agent and the Combined
Required Lenders hereby agree as follows:
A. Amendment to U.S. Credit Agreement. The definition of “Restricted
Subsidiary” contained in Section 1.1 of the U.S. Credit Agreement is amended in its entirety to
read as follows:
““Restricted Subsidiary” means any Subsidiary of Borrower that owns any
asset representing or consisting of an entitlement to production from, or other
interest in, reserves of oil, gas or other minerals in place located in the United
States or Canada, including, without limitation, Apache Canada.”
B. Amendments to Australian Credit Agreement.
(i) The definition of “Restricted Subsidiary” contained in Section 1.1 of the
Australian Credit Agreement is amended in its entirety to read as follows:
““Restricted Subsidiary” means any Subsidiary of Parent that owns any asset
representing or consisting of an entitlement to production from, or other interest
in, reserves of oil, gas or other minerals in place located in the United States or
Canada, including, without limitation, with respect to the Parent, the Canadian
Borrower.”
(ii) Section 2.21(a) of Australian Credit Agreement is amended by replacing the phrase
“U.S.$300,000,000” with “U.S.$400,000,000”.
(iii) Section 5.3 of the Australian Credit Agreement is amended in its entirety to read as
follows:
“SECTION 5.3 [Intentionally omitted].”
(iv) Section 7.1 of the Australian Credit Agreement is amended in its entirety to read as
follows:
“SECTION 7.1 [Intentionally omitted].”
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 3
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 3
(v) Section 7.2 of the Australian Credit Agreement is amended in its entirety to read as
follows:
“SECTION 7.2 Mergers. Borrower will not liquidate or dissolve, amalgamate
with, consolidate with, or merge into or with, any other Person, or sell, lease or
otherwise transfer all or substantially all of its assets unless (a) Borrower is the
survivor of such amalgamation, merger or consolidation, and (b) no Default or Event
of Default has occurred and is continuing or would occur after giving effect
thereto. Notwithstanding the foregoing, nothing herein shall prohibit any transfer
of any assets from any Borrower to any Subsidiary of such Borrower, from any
Subsidiary of a Borrower to such Borrower or from a Subsidiary of a Borrower to
another Subsidiary of such Borrower.”
(vi) Section 7.3 of the Australian Credit Agreement is amended in its entirety to read as
follows:
“SECTION 7.3 [Intentionally omitted].”
(vii) Section 7.5 of the Australian Credit Agreement is amended by deleting the second
sentence thereof in its entirety.
(viii) Section 7.6 of Australian Credit Agreement is amended by deleting the phrase “and
Borrower” from the first line thereof.
(ix) The Australian Credit Agreement hereby is amended by replacing Exhibit 2.21 to Australian
Credit Agreement with the Exhibit 2.21 attached to this letter agreement.
C. Amendment to Canadian Credit Agreement. The definition of “Restricted
Subsidiary” contained in Section 1.1 of the Canadian Credit Agreement is amended in its
entirety to read as follows:
““Restricted Subsidiary” means any Subsidiary of Borrower or Parent that
owns any asset representing or consisting of an entitlement to production from, or
other interest in, reserves of oil, gas or other minerals in place located in the
United States or Canada, including, without limitation, with respect to the Parent,
the Borrower.”
This letter agreement shall be deemed to be an amendment to the Combined Credit Agreements,
and the Combined Credit Agreements, as amended hereby, are hereby ratified, approved and confirmed
in each and every respect. All references to the Combined Credit Agreements herein and in any
other document, instrument, agreement or writing shall hereafter be deemed to refer to the Combined
Credit Agreements as amended hereby.
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 4
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 4
Please indicate your consent to (i) the extension of the Maturity Date under each of the
Combined Credit Agreements and the related Commitments of the Combined Lenders from May 12, 2012 to
May 12, 2013 and (ii) to the amendments outlined above by having an authorized signatory of your
financial institution execute this letter in the space provided below and returning the executed
page by the end of business on Tuesday, March 4, 2008, (i) via telecopy to Xxxxx Xxxxxxx at (000)
000-0000, and (ii) via courier to: Xxxxxxxxx Xxxxxxx LLP, 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000, Attention: Xxxxx Xxxxxxx.
This letter may be executed in any number of counterparts and all such counterparts shall
together constitute but one and the same letter.
By execution hereof, the Global Administrative Agent acknowledges its agreement and consent to
the request for extension and to the amendments outlined above in its capacity as a U.S. Lender and
as Global Administrative Agent, respectively.
If you have any questions, please do not hesitate to contact either Xxxx Xxxxx of the Global
Administrative Agent at (000) 000-0000, Xxxx Xxxxxxxxxxxxx of Apache Corporation at (000) 000-0000
or Xxxxx Xxxxxxx at Xxxxxxxxx Xxxxxxx LLP at (000) 000-0000.
| JPMORGAN CHASE BANK, N.A., as Global
Administrative
Agent and as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 5
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 5
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BANK OF AMERICA, N.A., as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| CITIBANK, N.A., as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| CALYON NEW YORK BRANCH, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 6
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 6
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| SOCIÉTÉ GÉNÉRALE, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| XXXXXX XXXXXXX BANK, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BANCO BILBAO VIZCAYA ARGENTARIA
S.A., as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 7
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 7
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| SUMITOMO MITSUI BANKING CORPORATION, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| THE ROYAL BANK OF SCOTLAND PLC, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 8
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 8
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BAYERISCHE LANDESBANK — CAYMAN ISLANDS BRANCH, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| ABN AMRO BANK N.V., as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 9
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 9
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| FIFTH THIRD BANK, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| XXXXXXX STREET COMMITMENT CORPORATION, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| XXXXX FARGO BANK, NA, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 10
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 10
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| THE BANK OF NEW YORK, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| AMEGY BANK NATIONAL ASSOCIATION, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| MIZUHO CORPORATE BANK, LTD., as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 11
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 11
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| ROYAL BANK OF CANADA, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| DEUTSCHE BANK AG NEW YORK BRANCH, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 12
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 12
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BMO CAPITAL MARKETS FINANCING,
INC. (f/k/a XXXXXX
XXXXXXX FINANCING, INC.), as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| UNION BANK OF CALIFORNIA, N.A., as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 13
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 13
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BNP PARIBAS, as a U.S. Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| CITISECURITIES LIMITED (ABN 51 000 000 000), as Australian Administrative Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 14
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 14
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| DEUTSCHE BANK AG, SYDNEY BRANCH
(ABN 13 064 165 162), as an Australian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| JPMORGAN CHASE BANK (ARBN 074 112 011), as an
Australian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 15
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 15
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BANK OF AMERICA, N.A., SYDNEY
BRANCH (ARBN 064 874 531), as an Australian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| UBS AG, AUSTRALIA BRANCH (ABN 47 000 000 000), as an
Australian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 16
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 16
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| CITIBANK, N.A. (ARBN 072 814 058), as an Australian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BARCLAYS BANK PLC, AUSTRALIAN BRANCH (ABN 86062 449
585), as an Australian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 17
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 17
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| ROYAL BANK OF CANADA, as Canadian Administrative
Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ROYAL BANK OF CANADA, as a Canadian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BANK OF MONTREAL, as a Canadian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 18
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 18
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| UNION BANK OF CALIFORNIA, N.A., CANADA BRANCH, as a
Canadian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| THE TORONTO-DOMINION BANK, as a Canadian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| BNP PARIBAS (CANADA), as a Canadian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
THE COMBINED LENDERS UNDER THE APACHE
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 19
CORPORATION GLOBAL CREDIT FACILITY
February 18, 2008
Page 19
THE UNDERSIGNED AGREES AND CONSENTS TO (i) THE REQUESTED EXTENSION OF THE MATURITY DATE AND
COMMITMENTS UNDER THE COMBINED CREDIT AGREEMENTS AND (ii) TO THE AMENDMENTS OUTLINED ABOVE, EACH AS
OF THIS DAY OF
, 2008.
| JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a
Canadian Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| ACKNOWLEDGED AND AGREED: APACHE CORPORATION, as U.S. Borrower |
||||
| By: | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| APACHE ENERGY LIMITED (ACN 009 301 964), as Australian Borrower |
||||
| By: | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| APACHE CANADA LTD., as Canadian Borrower |
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| By: | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Treasurer | |||
EXHIBIT A
Annual Certificate of Extension — 2008
[see attached]
Exhibit A - Page 1
EXHIBIT 2.21
NOTICE OF COMMITMENT INCREASE
NOTICE OF COMMITMENT INCREASE
Citisecurities Limited (ABN 51 000 000 000),
as Australian Administrative Agent
Level 23, 0 Xxxx Xxxxxx
Xxxxxx X.X.X. 0000
as Australian Administrative Agent
Level 23, 0 Xxxx Xxxxxx
Xxxxxx X.X.X. 0000
Australia
Attention: Agency/Xxxxx Xxxxx/Xxxxxx Xxxxxx
Fax No: 00 0 0000 0000
Citicorp International Limited
13/F., Two Harbourfront
00 Xxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxx Xxxx
Attention: Xxxxx Xxxx/Xxxxxx Xxx
Xxxxxxxxx: x000 0000 0000/4
Attention: Agency/Xxxxx Xxxxx/Xxxxxx Xxxxxx
Fax No: 00 0 0000 0000
Citicorp International Limited
13/F., Two Harbourfront
00 Xxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxx Xxxx
Attention: Xxxxx Xxxx/Xxxxxx Xxx
Xxxxxxxxx: x000 0000 0000/4
JPMorgan Chase Bank, N.A.,
as Global Administrative Agent
for the Lenders referred to below
c/o Loan & Agency Services Group
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
as Global Administrative Agent
for the Lenders referred to below
c/o Loan & Agency Services Group
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
APACHE ENERGY LIMITED (ACN 009 301 964)
Dear Sirs:
This Notice of Commitment Increase is delivered to you pursuant to Section 2.21 of
that certain Credit Agreement, dated as of May 12, 2005 (together with all amendments, if any, from
time to time made thereto, the “Credit Agreement”), among Apache Energy Limited (ACN 009
301 964), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Global Administrative Agent,
Citisecurities Limited (ABN 51 000 000 000), as Australian Administrative Agent, and the other
agents and lenders party thereto. Terms defined in the Credit Agreement are used herein with the
same meanings.
Exhibit 2.21 - Page 1
Please be advised that Borrower hereby requests an increase effective ,
20 1 in the aggregate Commitments under the Credit Agreement from $ to
$ .2
[CI Lender] has agreed [Language for existing Lender] [(a)
to increase effective , 20___its Commitment under the Credit Agreement from
$ to $ and (b) that it shall continue to be a party in all respects to
the Credit Agreement and the other Loan Documents] [Language if CI Lender is a new Lender]
[effective , 20___(a) to become a Lender under the Credit Agreement with a Commitment of
$ and (b) that it shall be deemed to be a party in all respects to the Credit Agreement
and the other Loan Documents.]
The parties hereto have caused this Notice of Commitment Increase to be executed and
delivered, and the certification and warranties contained herein to be made, by its Authorized
Officer this ___day of , 200_.
| APACHE ENERGY LIMITED (ACN 009 301 964) |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| [Any other Additional Borrowers (ACN ) |
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| By: | ||||
| Name: | ||||
| Title: | ] | |||
| APACHE CORPORATION, as Parent and party to Deed of
Guaranty |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| 1 | Such date shall be no earlier than five (5) Business Days after receipt by the Global Administrative Agent and the Australian Administrative Agent of such Notice of Commitment Increase (unless an earlier date is otherwise agreed to by the Borrower, any applicable Lender or CI Lender, the Global Administrative Agent, and the Australian Administrative Agent). | |
| 2 | After giving effect to the requested Commitment Increase, the total amount of the Commitments shall not exceed $400,000,000. |
Exhibit 2.21 - Page 2
| ACKNOWLEDGED AND AGREED: [Name of CI Lender] |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| JPMORGAN CHASE BANK, N.A., as Global Administrative Agent |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| CITISECURITIES LIMITED (ABN 51 000 000 000), as Australian Administrative Agent |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Exhibit 2.21 - Page 3
