EX-10.9



 Exhibit 10.9 

SECOND AMENDMENT TO CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 22, 2016 (the “Amendment”), is among APACHE
CORPORATION, a Delaware corporation (“Borrower”), the Lenders party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), and the other agents party thereto.

 W I T N E S S E T H: 

1. Borrower, the Administrative Agent, the other agents party thereto, and the Lenders are parties to that certain Credit Agreement, dated as
of June 4, 2015, which was previously amended by that certain First Amendment to Credit Agreement dated as of September 9, 2015 (as amended, the “Credit Agreement”), pursuant to which the Lenders agreed to make loans to
and extensions of credit on behalf of Borrower. 
 2. Borrower has requested the modification of certain terms and provisions of the Credit
Agreement. 
 3. Subject to the terms and conditions of this Amendment, the parties hereto are willing to enter into this Amendment. 

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: 

SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit
Agreement, as amended by this Amendment. 
 SECTION 2. Amendment to Credit Agreement. Section 8.1(e) of the Credit Agreement
hereby is amended in its entirety to read as follows: 
  

	 	“(e)	Other Indebtedness. A (i) default shall occur in the payment of more than $150,000,000 when due (subject to any applicable grace period), whether by acceleration or otherwise, of the principal amount of any
Indebtedness of Borrower or any Restricted Subsidiary, or (ii) default by Borrower or any Restricted Subsidiary in the observance or performance of any other agreement or condition pertaining to Indebtedness of Borrower or any Restricted
Subsidiary in an aggregate principal amount in excess of $150,000,000 or contained in any instrument or agreement evidencing, securing, or pertaining thereto, and such default shall have resulted in such Indebtedness being declared due and payable
prior to its stated maturity and, after expiration of any applicable grace period, the Borrower or Restricted Subsidiary shall not have fully paid the resulting amount thereof.” 


SECTION 3. Effectiveness. This Amendment shall become effective on the date when the Administrative Agent shall have received
counterparts hereof duly executed by Borrower, the Administrative Agent, and the Required Lenders. 







 SECTION 4. Reaffirmation of Representations and Warranties. To induce the Lenders and the
Administrative Agent to enter into this Amendment, Borrower hereby reaffirms, as of the date hereof, the following: 
 (i)
The representations and warranties of Borrower set forth in the Credit Agreement are true and correct on and as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date). 
 (ii) The Borrower is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have
a Material Adverse Effect. 
 (iii) The execution, delivery and performance by Borrower of this Amendment are within
Borrower’s corporate powers and have been duly authorized by all necessary corporate action on behalf of it. 
 (iv)
This Amendment has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with its terms subject as to enforcement only to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditor rights generally and to general principles of equity. 

(v) The execution, delivery and performance by Borrower of this Amendment do not (a) contravene Borrower’s articles
of incorporation or other organizational documents or (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any Subsidiary. 

(vi) No Default under the Loan Documents has occurred and is continuing and Borrower is in compliance with the financial
covenant set forth in Article VI of the Credit Agreement. 
 SECTION 5. Reaffirmation of Credit Agreement. This Amendment
shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement herein and in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. 
 SECTION 6. Governing
Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. Severability of
Provisions. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 SECTION 8. Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 

SECTION 9. Headings. Article and section headings used herein are for convenience of reference only, are not part of this Amendment and
shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 
 SECTION 10. Successors and
Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under the terms of the Credit Agreement. 

SECTION 11. No Oral Agreements. THIS AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

[SIGNATURES BEGIN ON FOLLOWING PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	APACHE CORPORATION
		
	By:	 	 /s/ James W. Kimble

	Name:	 	James W. Kimble
	Title:	 	Vice President and Treasurer



  
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	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
		
	By:	 	 /s/ Debra Hrelja

	Name:	 	Debra Hrelja
	Title:	 	Vice President



  
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	BANK OF AMERICA, N.A., as a Co-Syndication Agent and as a Lender
		
	By:	 	 /s/ Alia Qaddumi

	Name:	 	Alia Qaddumi
	Title:	 	Director



  
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	CITIBANK, N.A., as a Co-Syndication Agent and as a Lender
		
	By:	 	 /s/ Cathy Shepherd

	Name:	 	Cathy Shepherd
	Title:	 	Vice President



  
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	ROYAL BANK OF CANADA, as a Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Kristan Spivey

	Name:	 	Kristan Spivey
	Title:	 	Authorized Signatory



  
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	HSBC BANK USA, NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Steven Smith

	Name:	 	Steven Smith
	Title:	 	Director
		 	#20290



  
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Stephen W. Warfel

	Name:	 	Stephen W. Warfel
	Title:	 	Managing Director



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Jeffrey Cobb

	Name:	 	Jeffrey Cobb
	Title:	 	Vice President



  
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	MIZUHO BANK, LTD., as a Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Leon Mo

	Name:	 	Leon Mo
	Title:	 	Authorized Signatory



  
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	BANK OF MONTREAL, as a Lender
		
	By:	 	 /s/ Jim Ducote

	Name:	 	Jim Ducote
	Title:	 	Managing Director



  
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	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Ronnie Glenn

	Name:	 	Ronnie Glenn
	Title:	 	Vice President



  
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	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Ann Rhoads

	Name:	 	Ann Rhoads
	Title:	 	Managing Director
		
	By:	 	 /s/ Sriram Chandrasekaran

	Name:	 	Sriram Chandrasekaran
	Title:	 	Director



  
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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:	 	 /s/ Michael Willis

	Name:	 	Michael Willis
	Title:	 	Managing Director
		
	By:	 	 /s/ Dixon Schultz

	Name:	 	Dixon Schultz
	Title:	 	Managing Director



  
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Nupur Kumar

	Name:	 	Nupur Kumar
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Gregory Fantoni

	Name:	 	Gregory Fantoni
	Title:	 	Authorized Signatory



  
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	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President



  
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	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Jerry Li

	Name:	 	Jerry Li
	Title:	 	Authorized Signatory



  
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	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By:	 	 /s/ Diego Medina

	Name:	 	Diego Medina
	Title:	 	Director



  
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	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ John Frazell

	Name:	 	John Frazell
	Title:	 	Director



  
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	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Robyn Zeller

	Name:	 	Robyn Zeller
	Title:	 	Senior Vice President



  
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	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Patrick Jeffrey

	Name:	 	Patrick Jeffrey
	Title:	 	Vice President



  
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	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Kelley Rumps

	Name:	 	Kelly Rumps
	Title:	 	Senior Vice President



  
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	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Katsuyuki Kubo

	Name:	 	Katsuyuki Kubo
	Title:	 	Managing Director



  
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