Exhibit 10.1
Execution Version
GUARANTY – APACHE CORPORATION
THIS GUARANTY (this “Guaranty”), dated as of January 30, 2024, is made by APACHE CORPORATION, a Delaware corporation (the “Guarantor”), in favor of each of the Lender Parties (as defined below).
W I T N E S S E T H:
WHEREAS, APA Corporation, a Delaware corporation (“APA”), as a Borrower, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative Agent”), and the other agents party thereto, have entered into that certain Credit Agreement dated as of January 30, 2024 (such agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified the “Credit Agreement”), pursuant to which Lenders agreed to make Loan;
WHEREAS, as a condition precedent to the Credit Agreement, the Guarantor is required to execute and deliver this Guaranty; and
WHEREAS, the Guarantor has duly authorized the execution, delivery and performance of this Guaranty; and
WHEREAS, it is in the best interests of the Guarantor to execute this Guaranty inasmuch as the Guarantor derives and will continue to derive substantial direct and indirect benefits from the Loans made from time to time to Borrower by Lenders, each pursuant to the Credit Agreement;
NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce Lenders to make Loans to Borrower, the Guarantor agrees, for the benefit of each Lender Party, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Certain Terms. The following terms (whether or not underscored) when used in this Guaranty, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):
“Administrative Agent” is defined in the first recital.
“Apache Indentures” means collectively the following four indentures, as each heretofore has been, or hereafter may be, amended or supplemented from time to time: (i) Indenture, dated February 15, 1996, between the Guarantor and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank) (“BONY”), as trustee; (ii) Indenture, dated as of November 23, 1999, among the Guarantor, Apache Finance Canada Corporation, and BONY, as trustee; (iii) Indenture, dated May 19, 2011, between the Guarantor and Wells Fargo Bank, National Association (“Wells Fargo”), as trustee, and (iv) Indenture, dated August 14, 2018, between the Guarantor and Wells Fargo, as trustee.
“Borrower” shall mean the “Borrower” as defined in the Credit Agreement.