EX-10.1



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT, dated as of July 17, 2013 (the “Amendment”), 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 August 12, 2011 (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 that the Credit Agreement be amended to conform to the terms of its other existing credit
facilities. 
 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. Amendments to Credit Agreement.

 a. Section 3.4 of the Credit Agreement is hereby amended by deleting the number “$100,000,000” in the second
sentence of Section 3.4 and replacing it with the number “$150,000,000”. 
 b. Section 5.1(f) of the Credit
Agreement is hereby amended by deleting the number “$100,000,000” in Section 5.1(f) and replacing it with the number “$150,000,000”. 
 c. Section 5.1 of the Credit Agreement is hereby amended by adding new subsection (h) as follows: 
 “(h) Documents required to be delivered pursuant to this Section 5.1 may be delivered electronically and shall be deemed to have been so delivered on the date (i) on which Borrower
posts such documents, or provides a link thereto, on its website (located on the date hereof at www.apachecorp.com) or (ii) on which such documents are posted on Borrower’s behalf on the website of the United States Securities and Exchange
Commission or on IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial third-party website or whether sponsored by the Administrative Agent); provided that, Borrower shall
notify the Administrative Agent of the posting of any such document and the Administrative Agent shall in turn give the Lenders notice of such posting; and provided further that, if requested by the Administrative Agent, the Compliance Certificate
to be delivered under Section 5.1(c) shall also be delivered in a tangible, physical version or in .pdf format.” 







 d. Section 5.6 of the Credit Agreement is hereby amended by deleting the language
“, including any non-hostile acquisitions, or to backup Borrower’s commercial paper facilities”. 
 e.
Section 7.2 of the Credit Agreement is hereby amended by deleting the language “, or sell, lease or otherwise transfer all or substantially all of its assets”. 
 f. Section 7.3 of the Credit Agreement is hereby amended by deleting the language “, and will not permit any of its Restricted Subsidiaries to,”. 

g. Section 7.6 of the Credit Agreement is hereby amended by deleting the number “$100,000,000” in Section 7.6 and
replacing it with the number “$150,000,000”. 
 h. Section 8.1(e) of the Credit Agreement is hereby amended by
deleting the number “$100,000,000” in Section 8.1(e) and replacing it with the number “$150,000,000”. 

i. Section 8.1(f) of the Credit Agreement is hereby amended by deleting all references to the number “$100,000,000” in
Section 8.1(f) and replacing them with the number “$150,000,000”. 
 j. Section 8.1(h) of the Credit
Agreement is hereby amended by deleting the number “$100,000,000” in Section 8.1(h) and replacing it with the number “$150,000,000”. 
 SECTION 3. Effectiveness. This Amendment shall become effective on the date when the Global Administrative Agent shall have received counterparts hereof duly executed by Borrower, the Global
Administrative Agent, and the Required Lenders. 
 SECTION 4. Reaffirmation of Representations and Warranties. To induce
the Lenders and the Global 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, as amended hereby, 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) Each of Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of
the jurisdiction of their incorporation or organization 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 and each other Loan Document executed or to be executed by it, are within Borrower’s corporate powers and have been duly authorized by all necessary corporate action on behalf of it. 

  
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 (iv) This Amendment and each other Loan Document executed or to be executed
by it has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with their respective 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 and each other Loan Document executed or to be executed by it, do not (a) contravene Borrower’s articles of
incorporation or other organizational documents, as the case may be, (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any Subsidiary, or
(c) result in, or require the creation or imposition of, any Lien, not permitted by Section 7.1 of the Credit Agreement, on any of Borrower’s or any Subsidiary’s properties. 

(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. 
 (vii) No event or events have occurred
which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect under 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. 
 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. 

  
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 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/ Matthew W. Dundrea

	Name: 	 	Matthew W. Dundrea
	Title:	 	Senior Vice President–Treasury and Administration



  
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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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	CITIBANK, N.A., as a Syndication Agent and as a Lender
		
	By:	 	 /s/ Andrew Sidford

	Name: 	 	Andrew Sidford
	Title:	 	Vice President



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

	Name: 	 	Alia Qaddumi
	Title:	 	Vice President



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender
		
	By:	 	 /s/ Leanne S. Phillips

	Name: 	 	Leanne S. Phillips
	Title:	 	Director



  
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	BANK OF MONTREAL, as a Lender
		
	By:	 	 /s/ James V. Ducote

	Name: 	 	James V. Ducote
	Title:	 	Director



  
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	BRANCH BANKING & TRUST COMPANY, as a Lender
		
	By:	 	 /s/ DeVon J. Lang

	Name: 	 	DeVon J. Lang
	Title:	 	Vice President



  
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	COMMONWEALTH BANK OF AUSTRALIA, as a Lender
		
	By:	 	 /s/ Ajay Lele

	Name: 	 	Ajay Lele
	Title:	 	Associate Vice President Natural Resources



  
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	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ming K. Chu

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

	Name: 	 	Virginia Cosenza
	Title:	 	Vice President



  
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	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Michelle Latzoni

	Name: 	 	Michelle Latzoni
	Title:	 	Authorized Signatory



  
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	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Robert Wainwright

	Name: 	 	Robert Wainwright
	Title:	 	Vice President



  
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	MIZUHO BANK, LTD, as a Lender
		
	By:	 	 /s/ Leon Mo

	Name: 	 	Leon Mo
	Title:	 	Authorized Signatory



  
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	 /s/ Sherwin Brandford

	Name: 	 	Sherwin Brandford
	Title:	 	Vice President



  
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	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Don J. McKinnerney

	Name: 	 	Don J. McKinnerney
	Title:	 	Authorized Signatory



  
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	STANDARD CHARTERED BANK, as a Lender
		
	By:	 	 /s/ Johanna Minaya

	Name: 	 	Johanna Minaya
	Title:	 		 	Associate Director
		 		 	Capital Markets
		
	By:	 	 /s/ Andrew Y. Ng

	Name: 	 	Andrew Y. Ng
	Title:	 		 	Director
		 		 	Standard Chartered Bank NY



  
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	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	 /s/ David Slye

	Name: 	 	David Slye
	Title:	 	Authorized Signatory



  
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	UBS AG, STAMFORD BRANCH, as a Lender
		
	By:	 	 /s/ Lana Gifas

	Name: 	 	Lana Gifas
	Title:	 		 	Director
		
	By:	 	 /s/ Joselin Fernandes

	Name: 	 	Joselin Fernandes
	Title:	 		 	Associate Director



  
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	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By:	 	 /s/ Anson D. Williams

	Name: 	 	Anson D. Williams
	Title:	 	Director



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

	Name: 	 	Robyn Zeller
	Title:	 	Vice President



  
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	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender
		
	By:	 	 /s/ Hayden McNamara

	Name: 	 	Hayden McNamara
	Title:	 	Chief Operating Officer



  
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	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as a Lender
		
	By:	 	 /s/ Dixon Schultz

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

	Name: 	 	Michael D. Willis
	Title:	 	Managing Director



  
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	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Byron L. Cooley

	Name: 	 	Byron L. Cooley
	Title:	 	Executive Director



  
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	NATIXIS, as a Lender
		
	By:	 	 /s/ Louis P. Laville, III

	Name: 	 		 	Louis P. Laville, III
	Title:	 	Managing Director
		
	By:	 	 /s/ Mary Lou Allen

	Name: 	 		 	Mary Lou Allen
	Title:	 		 	Director



  
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	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ Terry Donovan

	Name: 	 	Terry Donovan
	Title:	 	Managing Director



  
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