APA Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2025 • APA Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated January 10, 2025 (this “Agreement”) is entered into by and among APA Corporation, a Delaware corporation (the “Company”), Apache Corporation, a Delaware corporation (the “Guarantor”) and J.P. Morgan Securities LLC (“J.P. Morgan Securities”) as representative of the several initial purchasers listed in Schedule A to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and collectively, the “Initial Purchasers”).
APA CORPORATION (as Issuer), EQUINITI TRUST COMPANY, LLC (as Warrant Agent), and (solely for purposes of certain provisions specified therein) CALLON PETROLEUM COMPANY Amended and Restated Warrant Agreement Dated as of April 1, 2024 Warrants...Warrant Agreement • April 1st, 2024 • APA Corp • Crude petroleum & natural gas • Delaware
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
GBP1,500,000,000 SENIOR LETTER OF CREDIT FACILITY]Credit Agreement • May 2nd, 2022 • APA Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of April 29, 2022, is among APA CORPORATION, a Delaware corporation (“APA” and, together with each other Person that becomes an Additional Borrower pursuant to Section 2.21, “Borrower”), the LENDERS (as defined below) party hereto, the ISSUING BANKS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, THE TORONTO-DOMINION BANK, LONDON BRANCH, as Syndication Agent, BANK OF AMERICA, N.A., ROYAL BANK OF CANADA, HSBC BANK USA, NATIONAL ASSOCIATION, MUFG BANK, LTD., WELLS FARGO BANK N.A. LONDON BRANCH, GOLDMAN SACHS BANK USA, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, TRUIST BANK and MIZUHO BANK, LTD., as Co-Documentation Agents.
AGREEMENT AND PLAN OF MERGER BY AND AMONG APA CORPORATION, ASTRO COMET MERGER SUB CORP., AND CALLON PETROLEUM COMPANY January 3, 2024Merger Agreement • January 4th, 2024 • APA Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on January 3, 2024, by and among APA Corporation, a Delaware corporation (“Parent”), Astro Comet Merger Sub Corp., a Delaware corporation and a wholly owned, direct Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), and Callon Petroleum Company, a Delaware corporation (the “Company”).
CREDIT AGREEMENT dated as of January 30, 2024, among APA CORPORATION as Borrower THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co- Syndication Agents, BANK...Credit Agreement • January 30th, 2024 • APA Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of January 30, 2024, is among APA CORPORATION, a Delaware corporation (“APA” or the “Borrower”), the LENDERS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, HSBC BANK USA, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., THE TORONTO-DOMINION BANK, NEW YORK BRANCH and TRUIST BANK, as Co-Documentation Agents.
CREDIT AGREEMENT dated as of April 29, 2022, among APA CORPORATION and any Additional Borrowers party hereto, as Borrower THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA,...Credit Agreement • May 2nd, 2022 • APA Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of April 29, 2022, is among APA CORPORATION, a Delaware corporation (“APA” and, together with each other Person that becomes an Additional Borrower pursuant to Section 2.21, “Borrower”), the LENDERS (as defined below) party hereto, the ISSUING BANKS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, ROYAL BANK OF CANADA, HSBC BANK USA, NATIONAL ASSOCIATION, MUFG BANK, LTD., WELLS FARGO BANK, NATIONAL ASSOCIATION, GOLDMAN SACHS BANK USA, THE TORONTO-DOMINION BANK, NEW YORK BRANCH, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, TRUIST BANK and MIZUHO BANK, LTD., as Co-Documentation Agents.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 1st, 2021 • APA Corp • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 1, 2021, by and among Apache Corporation, a Delaware corporation (the “Company”), APA Corporation, a Delaware corporation and a direct wholly owned subsidiary of the Company (“APA”), and APA Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of APA (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2025 • APA Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated January 10, 2025 (this “Agreement”) is entered into by and among APA Corporation, a Delaware corporation (the “Company”), Apache Corporation, a Delaware corporation (the “Guarantor”) and BofA Securities, Inc. (“BofA Securities”), HSBC Securities (USA) Inc. (“HSBC”), Mizuho Securities USA LLC (“Mizuho”), RBC Capital Markets, LLC (“RBC”), Barclays Capital Inc. (“Barclays”), Citigroup Global Markets Inc. (“Citigroup”), Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“J.P. Morgan Securities”), Morgan Stanley & Co. LLC (“Morgan Stanley”), MUFG Securities Americas Inc. (“MUFG”), PNC Capital Markets LLC (“PNC”), Scotia Capital (USA) Inc. (“Scotia”), TD Securities (USA) LLC (“TD Securities”), Truist Securities, Inc. (“Truist”) and Wells Fargo Securities, LLC (“Wells Fargo”) and the additional dealer managers listed on Schedule A attached hereto (each a “Dealer Manager” and collectively, the “Dealer Managers”).
ContractMerger Agreement • February 13th, 2024 • APA Corp • Crude petroleum & natural gas
In connection with the Agreement and Plan of Merger, dated as of January 3, 2024, (the “Merger Agreement”), by and among APA Corporation, a Delaware corporation (“APA”), Astro Comet Merger Sub Corp., a Delaware corporation and a wholly owned, direct subsidiary of APA (“Merger Sub”), and Callon Petroleum Company, a Delaware corporation (“Callon”), pursuant to which Merger Sub shall merge with and into Callon, with Callon continuing as the surviving corporation (the “Merger”), we have acted as counsel to Callon in connection with the preparation and filing of the Registration Statement on Form S-4 (Registration Statement No. 333-276797) (the “Registration Statement”), which includes the joint proxy statement/prospectus, initially filed with the Securities and Exchange Commission (the “SEC”) by APA on February 1, 2024. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
GBP1,500,000,000 SENIOR LETTER OF CREDIT FACILITY CREDIT AGREEMENT dated as of January 15, 2025, among APA CORPORATION and any Additional Borrowers party hereto, as Borrower THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, JPMORGAN CHASE...Senior Letter of Credit Facility • January 16th, 2025 • APA Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of January 15, 2025, is among APA CORPORATION, a Delaware corporation (“APA” and, together with each other Person that becomes an Additional Borrower pursuant to Section 2.21, “Borrower”), the LENDERS (as defined below) party hereto, the ISSUING BANKS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N,A. and WELLS FARGO BANK N.A. LONDON BRANCH, as Syndication Agents and CITIBANK, N.A., GOLDMAN SACHS BANK USA, HSBC BANK USA, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., MUFG BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, THE TORONTO-DOMINION BANK, LONDON BRANCH and TRUIST BANK as Co-Documentation Agents.
GUARANTEEGuarantee Agreement • January 10th, 2025 • APA Corp • Crude petroleum & natural gas
The Guarantor, for value received, hereby agrees as follows for the benefit of the Holders (as defined in the Indenture hereinafter described) from time to time of the Notes hereinafter described:
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 1st, 2021 • APA Corp • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of March 1, 2021, by and between Apache Corporation, a Delaware corporation (“Assignor”), and APA Corporation, a Delaware corporation (“Assignee”).
APA CORPORATION $350,000,000 6.10% Notes due 2035 $500,000,000 6.75% Notes due 2055 PURCHASE AGREEMENTPurchase Agreement • January 10th, 2025 • APA Corp • Crude petroleum & natural gas • New York
The Securities will be issued pursuant to an indenture (the “Indenture”), dated as of December 11, 2024, between the Company and Regions Bank, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by Apache Corporation, a Delaware corporation and wholly owned subsidiary of the Company (the “Guarantor”), pursuant to the terms of the guarantee until terminated in accordance with the terms thereof (the “Guarantee”). Certain terms of the Securities will be established pursuant to an Officers’ Certificate (the “Indenture Officers’ Certificate”) pursuant to the Indenture. Unless otherwise instructed by the Representative, the Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”), pursuant to a letter of representations, to be dated on or before the Closing Time (as defined below) among the Company, the Trustee and the DTC.
Joint Filing AgreementJoint Filing Agreement • March 15th, 2022 • APA Corp • Crude petroleum & natural gas
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the entities named below (i) agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto, the “Schedule 13D”) with respect to the Class A Common Stock, $0.0001 par value per share, of Kinetik Holdings Inc., (ii) agree that each party hereto is responsible for the timely filing of the Schedule 13D, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate, and (iii) agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D.